NWS ILLINOIS LLC, 424B3, 1999-07-08

NWS ILLINOIS LLC
424B3, 1999-07-08

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PROSPECTUS
JULY 2, 1999

[LOGO]

NATIONAL WINE & SPIRITS, INC.

EXCHANGE OFFER FOR

$110,000,000
10.125% SENIOR NOTES DUE 2009

GUARANTEED BY
NATIONAL WINE & SPIRITS CORPORATION
NWS, INC.
NWS MICHIGAN, INC.
NWS-ILLINOIS, LLC
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TERMS OF THE EXCHANGE OFFER

- Expires 5:00 p.m. New York City time, August 2, 1999, unless extended.

- We will exchange all old notes that are validly tendered and not validly
withdrawn.

- You may withdraw any old notes you tender any time prior to the expiration
of the exchange offer.

- Not subject to any condition, other than that the exchange offer does not
violate applicable law or any applicable interpretation of the Staff of
the Securities and Exchange Commission.

- - We will not receive any proceeds from the exchange offer.

- - You should not be taxed on the exchange of the notes.

- - The terms of the exchange notes are substantially identical to the old
notes, except for transfer restrictions and registration rights relating
to the old notes.

- - There is no existing market for the exchange notes, and we do not intend
to apply for their listing on any securities exchange.

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THIS INVESTMENT INVOLVES RISK. SEE THE RISK FACTORS SECTION BEGINNING ON PAGE
10.

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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of the notes or passed upon the adequacy
or accuracy of this prospectus. Any representation to the contrary is a criminal
offense.

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TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
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<S> <C>
Prospectus Summary........................................................ 3
Risk Factors.............................................................. 10
Forward-Looking Statements................................................ 16
The Exchange Offer........................................................ 16
Reorganization of the Company............................................. 24
Use of Proceeds........................................................... 24
Capitalization............................................................ 25
Selected Consolidated Financial and Other Data............................ 26
Management's Discussion and Analysis of Financial Condition and Results of
Operations.............................................................. 29
Business.................................................................. 38
Management................................................................ 51
Related Transactions...................................................... 54
Principal Stockholders.................................................... 55
Description of Credit Facility and Other Indebtedness..................... 56
Description of the Exchange Notes......................................... 58
Book-Entry Procedures for the Global Notes................................ 90
Registration Rights; Liquidated Damages................................... 94
U.S. Federal Income Tax Considerations.................................... 96
Plan of Distribution...................................................... 100
Legal Matters............................................................. 100
Change in Independent Auditors............................................ 101
Experts................................................................... 101
Where You Can Find More Information....................................... 101
Index to Consolidated Financial Statements................................ F-1
</TABLE>

ADDITIONAL INFORMATION REGARDING OUR BUSINESS AND FINANCIAL INFORMATION IS
AVAILABLE TO YOU WITHOUT CHARGE UPON WRITTEN OR ORAL REQUEST. PLEASE CONTACT US
AT P.O. BOX 1602, INDIANAPOLIS, INDIANA 46206, ATTENTION J. SMOKE WALLIN (317)
636-6092. TO OBTAIN TIMELY DELIVERY, PLEASE REQUEST THE INFORMATION NO LATER
THAN FIVE BUSINESS DAYS IN ADVANCE OF ANY INVESTMENT DECISION.

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PROSPECTUS SUMMARY

THIS SUMMARY SETS FORTH THE MATERIAL FEATURES OF THE OFFERING. THIS
PROSPECTUS INCLUDES THE TERMS OF THE NOTES WE ARE OFFERING, AS WELL AS
INFORMATION REGARDING OUR BUSINESS AND DETAILED FINANCIAL DATA. WE ENCOURAGE YOU
TO READ THIS PROSPECTUS IN ITS ENTIRETY. UNLESS THE CONTEXT OF THE PROSPECTUS
INDICATES OTHERWISE, NWS REFERS TO NATIONAL WINE & SPIRITS, INC.

SUMMARY OF THE EXCHANGE OFFER

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<S> <C>
Registration Rights Agreement..... We sold the old notes in January, 1999 to the initial
purchasers in a transaction exempt from the registration
requirements of the Securities Act. At the same time,
NWS and the initial purchasers entered into a
registration rights agreement which grants the holders
of the old notes exchange and registration rights. This
exchange offer satisfies those rights which terminate
upon consummation of the exchange offer. The exchange
notes will not contain any exchange or registration
rights.

The Exchange Offer................ We are offering to exchange up to $110.0 million of
exchange notes for up to $110.0 million of the old
notes. To exchange your old notes, you must properly
tender them, and we must accept them. We will exchange
all old notes that you validly tender and do not validly
withdraw. We will issue registered exchange notes at the
end of the exchange offer.

Resales........................... We believe that you can offer for resale, resell and
otherwise transfer the exchange notes without complying
with the registration and prospectus delivery
requirements of the Securities Act if:

- you acquire the exchange notes in the ordinary course
of your business;

- you are not participating, do not intend to
participate, and have no arrangement or understanding
with any person to participate, in the distribution of
the exchange notes; and

- you are not an "affiliate" of NWS, as defined in Rule
405 of the Securities Act.

If any of these conditions are not satisfied and you
transfer any exchange note without delivering a proper
prospectus or without qualifying for a registration
exemption, you may incur liability under the Securities
Act. We do not assume or indemnify you against such
liability.

Each broker-dealer acquiring exchange notes for its own
account in exchange for old notes, which it acquired
through market-making or other trading activities, must
acknowledge that it will deliver a proper prospectus
when any exchange notes are transferred. A broker-dealer
may use this prospectus for an offer to resell, a resale
or other retransfer of the exchange notes.
</TABLE>

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<TABLE>
<S> <C>
Expiration Date................... The exchange offer expires at 5:00 p.m., New York
Central time, August 2, 1999, unless we extend the
expiration date.

Conditions to the Exchange The exchange offer is subject to customary conditions,
Offer........................... some of which we may waive.

Procedures for Tendering Old
Exchange Notes.................. If you wish to accept the exchange offer, you must
complete, sign and date the letter of transmittal in
accordance with the instructions, and deliver the letter
of transmittal, along with the old notes and any other
required documentation, to the exchange agent. By
executing the letter of transmittal, you will represent
to us that, among other things:

- you have acquired the exchange notes in the ordinary
course of your business,

- you have no arrangement with any person to participate
in the distribution of the exchange notes, and

- you are not an "affiliate," as defined in Rule 405 of
the Securities Act, of NWS or, if you are an affiliate,
you will comply with the registration and prospectus
delivery requirements of the Securities Act to the
extent applicable.

If you hold your old notes through DTC and wish to
participate in the exchange offer, you may do so through
DTC's automated tender offer program. By participating
in the exchange offer, you will agree to be bound by the
letter of transmittal as though you had executed such
letter of transmittal.

Special Procedures for Beneficial
Owners.......................... If you are a beneficial owner whose old notes are
registered in the name of a broker, dealer, commercial
bank, trust company or other nominee and wish to tender
your old notes in the exchange offer, please contact the
registered holder as soon as possible and instruct it to
tender on your behalf and comply with our instructions
set forth elsewhere in this prospectus.

Withdrawal Rights................. You may withdraw the tender of your old notes at any
time before 5:00 p.m. New York City time on August 2,
1999, unless we extend the date.

Federal Income Tax You will not recognize any gain or loss as a result of
Considerations.................. the exchange of the old notes for the exchange notes.

Exchange Agent.................... We have appointed Norwest Bank Minnesota, N.A. as the
exchange agent in the exchange offer. The exchange
agent's address, and telephone and facsimile numbers
are: Norwest Bank Minnesota, N.A., Corporate Trust,
Northwest Center, 6th & Marquette, Minneapolis,
Minnesota 55479, Phone: (612) 667-9764, Fax: (612)
667-9825 attention: Corporate Trust Services.
</TABLE>

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SUMMARY OF TERMS OF THE NOTES AND GUARANTEES

The form and terms of the exchange notes are substantially the same as the
form and terms of the old notes, except that the exchange notes will be
registered under the Securities Act. As a result, the exchange notes will not
bear legends restricting their transfer and will not contain the registration
rights and liquidated damage provisions contained in the old notes.

<TABLE>
<S> <C>
Total Amount of Exchange Notes
Offered......................... $110,000,000 aggregate principal amount of 10.125%
senior exchange notes due 2009.

Maturity Date..................... January 15, 2009.

Interest Rate..................... 10.125% per year

Interest Payment Dates............ January 15 and July 15 of each year, beginning on July
15, 1999.

Ranking........................... The notes:

- are unsecured;

- rank senior in right of payment to all subordinated
indebtedness of NWS;

- rank equally in right of payment with all existing and
future unsubordinated indebtedness of NWS; and

- rank junior in right of payment with all existing and
future secured indebtedness of NWS.

Optional Redemption............... On or after January 15, 2004, we may redeem some or all
of the notes at any time at the redemption prices listed
in the section "Description of the Exchange Notes" under
the heading "Optional Redemption."

Before January 15, 2002, we may redeem up to 33.33% of
the total initial amount of the notes with the proceeds
of one or more equity offerings, at the prices listed in
the section "Description of the Exchange Notes" under
the heading "Optional Redemption."

Guarantees........................ The guarantees are general unsecured obligations of the
guarantors and are subordinated in right of payment to
all existing and future guarantor secured indebtedness.
The guarantees are joint and several.

Change of Control................. Upon a change of control of NWS, you will have the right
to require us to repurchase the notes at a price equal
to 101% of their total principal amount on the date of
purchase, plus accrued and unpaid interest to the date
of repurchase.

Covenants......................... We will issue the notes under an indenture with Norwest
Bank Minnesota, N.A., as trustee. New York law will
govern the indenture. The indenture will, among other
things, restrict our ability and the ability of our
subsidiaries to:

- borrow additional money;
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<TABLE>
<S> <C>
- pay dividends or make other restricted payments or
investments;

- create liens;

- sell assets;

- enter into transactions with affiliates;

- merge or consolidate with any other person;

- sell all or substantially all of our assets; and

- engage in other lines of business.

These covenants are subject to important exceptions and
qualifications.

Form and Denomination............. One or more permanent global securities in bearer form
deposited with Norwest Bank Minnesota, N.A., as
book-entry depositary, for the benefit of DTC, will
represent the notes. You will not receive notes in
registered form unless one of the events set forth under
the heading "Description of the Exchange
Notes--Book-Entry; Delivery and Form" occurs. Instead,
DTC's book-entry records will indicate beneficial
ownership of the notes. Transfers of ownership will also
take place through DTC.
</TABLE>

NATIONAL WINE

We are one of the largest distributors of wine and spirits in the United
States. We are the largest spirits distributor in Indiana and Michigan, and one
of the largest in Illinois. Our markets include Chicago and Detroit, which are
the largest and sixth largest United States metropolitan markets for spirits.

RECENT DEVELOPMENTS

ILLINOIS FRANCHISE LAW. In May, 1999 Governor Ryan signed the Illinois Wine
and Spirits Industry Fair Dealing Act of 1999. The law, which is effective
immediately, prohibits a supplier, other than an Illinois winery or a winery
that has annual case sales in the State of Illinois less than 10,000 cases per
year, from canceling, failing to renew, or terminating an agreement without good
cause and, in some circumstances, without prior notification. It also provides
that a supplier may not, without good cause, fail to renew an agreement on terms
then equally available to all of its distributors or alter the terms of an
agreement from those terms then equally available to all of its distributors. It
also provides that no supplier or distributor may cancel, fail to renew, or
otherwise terminate an agreement without prior notification, except in certain
circumstances. Other states have adopted similar franchise legislation which has
generally resulted in price stabilization. We can give you no assurance that
this recent legislation will result in similar price stabilization in Illinois.

ILLINOIS ALCOHOL BEVERAGE TAX INCREASE. In May 1999, Governor Ryan signed
the first significant tax increase on alcohol beverages in Illinois in many
years. Effective July 1, 1999, this increase will raise the general price level
of all spirits, wine, and beer in Illinois immediately. Typically, when states
or the federal government increase taxes on alcohol beverage suppliers,
distributors, and retailers add additional mark-up to the tax. Since retailers
will have to pay the new higher prices beginning July 1, we are already seeing a
significant buy-in effect in June. This buy-in should have the effect of

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increasing our first quarter sales significantly and decreasing our second
quarter sales. However, we expect gross margins to improve going forward as a
result of the increased pricing.

BRAND REPRESENTATION. In March, 1999, one of our suppliers, Diageo-UDV,
announced the sale of several non-core brands. Some of these brands we currently
distribute, including Black Velvet Whiskey, Christian Brothers Brandy and Arrow
Cordials. These brands represent approximately 357,000 cases in Michigan and
47,000 cases in Indiana. As of April, 1999, we have retained 125,000 cases and
279,000 cases will be distributed by others. As of June, 1999 we will no longer
distribute Bombay Gin in Indiana. The bran realignment was caused by required
divestures by suppliers related to the formation of Diageo-UDV.

As of April 1, 1999, we will no longer distribute Kenwood Wines in Illinois
due to a competing supplier's purchase of the brand. As of July, 1999 we will no
longer distribute Robert Mondavi wines in Indiana. Mondavi sold approximately
57,000 cases in Indiana in 1998.

As of May, 1999, we will have obtained the exclusive distribution rights to
Wild Turkey Bourbon in Illinois. Wild Turkey sold approximately 6,500 cases in
Illinois in 1998.

Effective July, 1999, we will also represent Allied Domecq in Michigan.
During 1998, Allied Domecq represented approximately 240,000 cases in Michigan.

ADDITIONAL ACQUISITION. On April 30, 1999, we acquired R.M. Gilligan, a
spirits sales brokerage in Michigan. This $1.8 million purchase will give us a
significant presence in the Michigan sales area and the opportunity to represent
Allied Domecq in Michigan. In 1997, R.M. Gilligan had sales of $1.8 million.

LAWSUIT SETTLEMENT. We settled a long running age discrimination lawsuit in
April, 1999. As part of the settlement, NWS agreed to pay the plaintiffs
$475,000 over 5 years and the plaintiffs agreed to dismiss all charges.

INDUSTRY LAWSUIT. In April, 1999, a lawsuit was filed in Wisconsin against
over 35 defendants, including among others, various brewers, distillers,
vintners, wholesalers, advertisers and insurers. The focus of this complaint is
an alleged conspiracy among the major manufacturers of alcohol-based beverage
products to mislead, deceive, and confuse the public regarding the use of
alcohol-based beverages. Among other remedies sought, plaintiffs seek $1 billion
in monetary damages and civil penalties. NWS was among those named even though
we do not do business in Wisconsin. We intend to defend this litigation
vigorously.

RISK FACTORS

See the section entitled "Risk Factors" beginning on page 10 for a
discussion of factors that you should consider in connection with your
investment in the exchange notes.

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SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA

You should read the following summary historical financial information in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and the consolidated financial statements and notes
thereto included elsewhere in this prospectus. The pro forma income statement
data gives effect to the offering and our new credit facility as if they had
occurred at the beginning of the period presented.

Distribution fees include our per case distribution fee for cases of spirits
delivered in and on behalf of the State of Michigan. We do not take title to or
finance any inventory in Michigan. Please also note that we have elected S
corporation status under the Internal Revenue Code. Consequently, we do not
incur liability for federal and state income taxes.

The following will also assist in the review of the financial information
set forth below:

- For purposes of calculating earnings to fixed charges, earnings consist of
net income plus fixed charges. Fixed charges consist of interest expense,
amortization of debt expense and discount or premium relating to
indebtedness and the portion of rental expense on operating leases which
we estimate to be representative of the interest factor attributable to
rental expense.

- For pro forma interest expense, the effective interest rate on our new
credit facility is 8.25%.

- Net debt represents total debt less cash. Our indebtedness fluctuates with
our seasonal working capital requirements.

<TABLE>
<CAPTION>
YEARS ENDED MARCH 31,
----------------------------------------------------------
1995 1996 1997 1998 1999
---------- ---------- ---------- ---------- ----------
(DOLLARS AND CASES IN THOUSANDS, EXCEPT PER CASE AMOUNT)
<S> <C> <C> <C> <C> <C>
STATEMENT OF INCOME DATA:
Net product sales.............................. $ 427,218 $ 443,257 $ 488,071 $ 505,141 $ 535,521
Distribution fees.............................. -- -- 2,729 16,270 17,832
---------- ---------- ---------- ---------- ----------
Total revenue.................................. 427,218 443,257 490,800 521,411 553,353
Cost of products sold.......................... 354,478 364,792 402,072 411,734 436,734
---------- ---------- ---------- ---------- ----------
Gross profit................................... 72,740 78,465 88,728 109,677 116,619
Selling, general and administrative expenses... 64,431 68,925 80,299 99,118 104,634
---------- ---------- ---------- ---------- ----------
Income from operations......................... 8,309 9,540 8,429 10,559 11,985
Interest expense............................... (7,341) (7,935) (8,486) (9,672) (11,037)
Gain on sale of assets......................... 89 172 41 4,139 188
Other income................................... 1,122 1,247 1,619 2,085 341
---------- ---------- ---------- ---------- ----------
Income before extraordinary item............... 2,179 3,024 1,603 7,111 1,477
Extraordinary item............................. -- -- -- -- (318)
---------- ---------- ---------- ---------- ----------
Net income..................................... $ 2,179 $ 3,024 $ 1,603 $ 7,111 $ 1,159
---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ----------
OTHER FINANCIAL DATA:
EBITDA (1)..................................... $ 12,870 $ 14,442 $ 14,186 $ 17,674 $ 20,359
EBITDA margin.................................. 3.0% 3.3% 2.9% 3.4% 3.7%
Cash provided (used) by operating activities... $ 5,940 $ (6,727) $ 6,939 $ 9,783 $ 6,013
Cash used by investing activities.............. (7,424) (5,077) (9,937) (9,908) (20,846)
Cash provided (used) by financing activities... 1,729 11,789 4,918 (1,900) 15,371
Depreciation and amortization.................. 4,561 4,902 5,757 7,115 8,374
Capital expenditures (2)....................... 6,503 3,609 10,447 13,952 7,858
Ratio of earnings to fixed charges............. 1.3x 1.4x 1.2x 1.6x 1.1x
</TABLE>

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<TABLE>
<CAPTION>
AS OF MARCH 31,
1999
-------------------
(IN THOUSANDS)
<S> <C>
BALANCE SHEET DATA:
Cash....................................................................................... $ 1,908
Total assets............................................................................... 180,376
Total debt................................................................................. 117,222
Stockholders' equity....................................................................... 17,774
</TABLE>

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(1) EBITDA is defined as income from operations plus depreciation and
amortization. Adjusted EBITDA is defined as EBITDA plus non-cash LIFO
charges, as follows:

<TABLE>
<CAPTION>
YEARS ENDED MARCH 31,
-----------------------------------------------------
1995 1996 1997 1998 1999
--------- --------- --------- --------- ---------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
EBITDA................................. $ 12,870 $ 14,442 $ 14,186 $ 17,674 $ 20,359
LIFO charge............................ 145 545 1,455 570 546
--------- --------- --------- --------- ---------
Adjusted EBITDA...................... $ 13,015 $ 14,987 $ 15,641 $ 18,244 $ 20,905
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
</TABLE>

EBITDA is presented because it is a widely accepted financial indicator used by
investors and analysts to analyze and compare companies on the basis of debt
service capability. Adjusted EBITDA is presented because we believe it may
assist in evaluating our ability to service our indebtedness, including the
exchange notes. EBITDA and Adjusted EBITDA are not intended to represent cash
flows for the periods presented, nor have they been presented as an alternative
to operating income as an indicator of operating performance and should not be
considered in isolation or as a substitute for measures of performance and cash
flow prepared in accordance with generally accepted accounting principles. The
EBITDA and Adjusted EBITDA information reflected above may not be comparable to
similarly titled measures used by other companies.

(2) The breakdown of our capital expenditures by significant project is set
forth below:

<TABLE>
<CAPTION>
YEARS ENDED MARCH 31,
-----------------------------------------------------
1995 1996 1997 1998 1999
--------- --------- --------- --------- ---------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Business expansion......................... $ 3,930 $ 786 $ 5,855 $ 10,758 $ 4,856
Information systems........................ 1,743 1,553 2,446 1,781 1,281
Maintenance................................ 830 1,270 2,146 1,413 1,721
--------- --------- --------- --------- ---------
$ 6,503 $ 3,609 $ 10,447 $ 13,952 $ 7,858
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
</TABLE>

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RISK FACTORS

You should carefully consider the following risk factors, as well as the
other information contained in this prospectus, in evaluating whether or not you
should participate in the exchange offer.

WE HAVE SIGNIFICANT DEBT AND WE MAY NOT BE ABLE TO MEET OUR OBLIGATIONS

We have now and, after the exchange offer, will continue to have a
significant amount of indebtedness. The following chart summarizes important
information and assumes that we received the proceeds from the sale of the old
notes and our new credit facility as of April 1, 1998.

<TABLE>
<CAPTION>
AT MARCH 31, 1999
-----------------
<S> <C>
Total unsubordinated debt.................................................. $ 116.3
Ratio of unsubordinated debt to total capitalization....................... 86.1%
Ratio of earnings to fixed charges......................................... 1.1x
</TABLE>

Our substantial debt could have important consequences to you as a holder of
notes, including the following:

- Our debt level could restrict our ability to obtain additional financing
for working capital, capital expenditures, acquisitions and general
corporate purposes;

- We must dedicate a significant portion of our cash flow from operations to
the repayment of the indebtedness, thereby reducing the amount of cash we
have available for other purposes; and

- The amount of our debt compared to our competitors could present us with a
competitive disadvantage.

In addition, we and our subsidiaries may incur additional indebtedness in
the future. Under the indenture, our ratio of earnings to fixed charges is
permitted to increase to 2.0 to 1.0 after the first anniversary of the issue
date, and 2.25 to 1.0 after the second anniversary. Our new credit facility
permits borrowings of up to $60.0 million. If new debt is added to our and our
subsidiaries' current debt levels, the related risks that we and they now face
could intensify.

TO SERVICE OUR INDEBTEDNESS, WE WILL REQUIRE A SIGNIFICANT AMOUNT OF CASH. OUR
ABILITY TO GENERATE CASH MAY DEPEND ON FACTORS BEYOND OUR CONTROL

Our ability to make payments on and to refinance our indebtedness, including
these notes, and to fund planned capital expenditures will depend on our ability
to generate cash in the future. General economic, financial, competitive,
legislative and regulatory factors that are beyond our control may affect our
ability to perform our obligations under the notes.

Because our operations are conducted through our subsidiaries, we are
dependent upon the cash flow of our subsidiaries to meet our obligations,
including obligations under the notes. Based on our subsidiaries' current level
of operations and anticipated cost savings and operating improvements, we
believe our cash flow from operations, available cash and available borrowings
under our credit facility, will be adequate to meet our future liquidity needs
for at least the next few years.

We cannot assure you, however, that our business will generate sufficient
cash flow from operations, that we will realize currently anticipated cost
savings and operating improvements on schedule or that we will obtain future
borrowings under our credit facility in an amount sufficient to enable us to pay
our indebtedness, including these notes, or to fund our other liquidity needs.
We may need to refinance all or a portion of our indebtedness, including these
notes on or before maturity. We cannot assure you that we will be able to
refinance any of our indebtedness, including our credit facility and these
notes, on commercially reasonable terms or at all.

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YOUR RIGHT TO RECEIVE PAYMENTS ON THESE NOTES IS JUNIOR TO OUR AND OUR
GUARANTORS' EXISTING AND FUTURE SECURED INDEBTEDNESS

These notes and the subsidiary guarantees rank behind all of our and the
guarantors' existing and future secured indebtedness. At March 31, 1999, these
notes and the guarantees would have been effectively subordinated to
approximately $4.7 million of secured debt and would have been equal in rank to
approximately $1.6 million of debt. As a result, upon any distribution to our
creditors or our guarantors' creditors in a bankruptcy, liquidation or
reorganization or similar proceeding relating to us or the guarantors or our or
their property, the bankruptcy trustee will pay in full in cash the holders of
secured debt of NWS and the guarantors before any payment may be made with
respect to these notes or the guarantees. The obligations under our new credit
facility are secured by the accounts receivable and inventory of NWS and all of
the guarantors.

In the event of a bankruptcy, liquidation or reorganization or similar
proceeding relating to NWS or the guarantors, holders of the notes will
participate with trade creditors and all other holders of subordinated
indebtedness of NWS and the guarantors in the assets remaining after we and the
guarantors have paid all of the secured debt. Holders of the notes may receive
less, ratably, than holders of trade payables in any such proceeding. In any of
these cases, we and the subsidiary guarantors may not have sufficient funds to
pay all of our creditors and holders of notes may receive less, ratably, than
the holders of secured debt.

NWS COULD FACE CORPORATE TAX LIABILITY

We are an S-corporation, and each of our subsidiaries have elected qualified
subchapter S subsidiary status or are other similar pass-through entities for
tax purposes. Accordingly, our shareholders are directly subject to tax on their
respective proportionate shares of our and our subsidiaries' taxable income for
federal and state income tax purposes.

We believe that we qualify and will continue to qualify as an S-corporation
and that our subsidiaries have qualified and will continue to qualify as
subchapter S subsidiaries or other pass-through entities for federal and state
income tax purposes. However, if the IRS successfully challenges this
qualification, the IRS could require us to pay federal and state income taxes
plus interest and possibly penalties on our past and future taxable income.
These payments of tax could be substantial and could reduce the amount of cash
available to meet our obligations to the holders of the notes. While our
shareholders have agreed to indemnify us if our tax status is successfully
challenged, we can give no assurance that the resulting payment of taxes,
interest and penalties would not have a negative effect on our financial
condition.

THE RESTRICTIONS CONTAINED IN THE INDENTURE AND NEW CREDIT FACILITY MAY RESTRICT
OUR ABILITY TO MEET OUR OBLIGATIONS UNDER THE NOTES

The indenture and our credit facility impose a number of significant
operating and financial restrictions on us and our subsidiaries. The
restrictions could limit our ability to meet our obligations to the holders of
the notes. These covenants limit our ability to, among other things:

- borrow additional money;

- pay dividends or make other investments;

- sell subsidiary stock;

- enter into transactions with our affiliates;

- participate in sale-leaseback transactions;

- create liens;

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- establish new lines of business;

- merge or consolidate with any other person; and

- sell all or substantially all our assets.

In addition, the indenture prohibits restrictions on distributions from our
guarantors, as well as requires a guarantee from our future subsidiaries.
However, the indenture allows NWS to make quarterly tax distributions to its
shareholders.

Our credit facility contains covenants similar to those described above. In
addition, the credit facility requires us to meet several financial tests. If we
are unable to pay our debts or to comply with these covenants, we would default
under our existing debt agreements. If our creditors did not waive this default,
the default could accelerate payments on our debt. We cannot ensure you that our
assets would be sufficient to repay such debt, including the exchange notes, on
an accelerated basis.

WE MAY BE UNABLE TO RAISE THE FUNDS NECESSARY TO FINANCE A CHANGE OF CONTROL
OFFER REQUIRED BY THE INDENTURE

If a change of control occurs, holders of the notes then outstanding may
require NWS to repurchase their notes. Our credit facility prohibits us from
repurchasing any notes, with limited exceptions, and also provides that a change
of control could constitute a default. In the event a change of control occurs
at a time when our indenture or credit facility prohibits us from purchasing the
notes, we could seek the consent of our lenders to purchase the notes or could
attempt to refinance the borrowings that contain such a prohibition. If we
cannot obtain such a consent or refinance such borrowings, we would not have the
right to purchase the notes. In such case, our failure to purchase tendered
notes would constitute a default under the indenture, which, in turn, could
result in amounts owed under our credit facility being declared due and payable.
In the event of a change of control, there can be no assurance that we would
have sufficient assets to satisfy all of our obligations under the credit
facility and the notes.

FEDERAL AND STATE STATUTES ALLOW COURTS, UNDER SPECIFIC CIRCUMSTANCES, TO VOID
GUARANTEES AND REQUIRE NOTEHOLDERS TO RETURN PAYMENTS RECEIVED FROM GUARANTORS

Under the federal bankruptcy law and comparable provisions of state
fraudulent transfer laws, a court may void a guarantee or subordinate claims in
respect of a guarantee to all other debts of that guarantor if, among other
things, the guarantor, at the time it incurred the indebtedness evidenced by its
guarantee:

- received less than reasonably equivalent value or fair consideration for
the incurrence of such guarantee and was insolvent or rendered insolvent
by reason of such incurrence; or

- was engaged in a business or transaction for which the guarantor's
remaining assets constituted unreasonably small capital; or

- intended to incur, or believed that it would incur, debts beyond its
ability to pay such debts as they mature.

In addition, if any payment is made by any guarantor, a court may order that
the payment be returned to the guarantor, or to a fund for the benefit of the
creditors of the guarantor.

The measures of insolvency for purposes of these fraudulent transfer laws
will vary depending upon the law applied in any proceeding to determine whether
a fraudulent transfer has occurred. Generally, however, a guarantor is
considered insolvent if:

- the sum of its debts, including contingent liabilities, were greater than
the fair saleable value of all of its assets, or

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- the present fair saleable value of its assets were less than the amount
that would be required to pay its probable liability on its existing
debts, including contingent liabilities, as they become absolute and
mature, or

- it could not pay its debts as they become due.

On the basis of historical financial information, recent operating history
and other factors, we believe that each guarantor, after giving effect to its
guarantee of these notes, will not be insolvent, will not have unreasonably
small capital for the business in which it is engaged and will not have incurred
debts beyond its ability to pay such debts as they mature. We cannot assure you,
however, as to what standard a court would apply in making such determinations
or that a court would agree with our conclusions.

YOU MAY FIND IT DIFFICULT TO SELL YOUR NOTES

While the old notes are presently eligible for trading in the PORTAL market
of the NASD by qualified institutional buyers, there is no existing market for
the exchange notes. The initial purchasers have advised us that they intend to
make a market in the exchange notes following the exchange offer, but they are
not obligated to do so. The initial purchasers could stop market-making at any
time without notice. We do not intend to list the exchange notes on any
securities exchange. In addition, changes in the overall market for high yield
securities, changes in our financial performance or prospects or in the
prospects for companies in our industry generally could make trading in the
notes more difficult and reduce the market prices quoted for the notes. As a
result, you cannot be sure that an active trading market will develop for these
notes.

WE ARE DEPENDENT ON A LIMITED NUMBER OF SUPPLIERS

Although we distribute numerous suppliers' products, the majority of our
revenue comes from a few major suppliers. The following table illustrates 1999
total revenue from the sales of our major suppliers' products:

<TABLE>
<CAPTION>
PERCENT OF 1999
SUPPLIER TOTAL REVENUE
- ------------------------------------------------------------------------------ -----------------
<S> <C>
Seagram....................................................................... 35.5%
Fortune Brands................................................................ 16.2
Diageo-UDV.................................................................... 6.6
Canandaigua................................................................... 7.1
</TABLE>

We have entered into written distribution agreements with several of our
principal suppliers. Our suppliers may extend our distribution agreements year
by year. Our suppliers may also terminate these agreements upon 30 days or 60
days written notice to us. In addition, we distribute the products of many of
our suppliers under informal arrangements such as purchase orders. However,
under the terms of written distribution agreements suppliers can transfer or
terminate our distributorship rights with little notice. For example, as part of
our reorganization, substantially all of our Illinois operations were
transferred from NWS-Illinois to NWS-LLC. Although we have notified all of our
Illinois suppliers of this transfer of operations, and while we believe that
these suppliers will have no objection, we can give no assurance that they will
not terminate their agreements.

Our dependence on a few major suppliers combined with the relative strength
of these suppliers could also affect our competitive position, including our
ability to expand geographically and to add brands. From time to time, we and
other distributors pay franchise fees to suppliers in order to add key brands or
enter new markets. We can give no assurance that we will not pay additional
franchise fees to our key suppliers in the future, or that such fees will not be
significant. We can also give no assurance that future acquisitions or mergers
of suppliers will not affect our relationships with our

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<PAGE>
existing suppliers. For example, the acquisition or merger of one of our
suppliers in Illinois, Indiana or Michigan by a supplier that has a relationship
with one or more of our competitors could result in the loss of that account in
one or more of our markets. Competitors in other markets could also enter our
markets through acquisition of one or more distributors with the expectation
that suppliers would terminate their relationship with us in order to further
consolidate distributors or for other reasons. The termination of our written or
informal distribution agreements or an adverse change in the terms of these
distribution agreements could have a negative impact on our business.

WE ARE DEPENDENT ON A LIMITED NUMBER OF SENIOR MANAGEMENT PERSONNEL

Our success depends on the continued services of our senior management,
particularly our Chairman, President and Chief Executive Officer, James E.
LaCrosse and our Senior Vice President, Martin H. Bart. Mr. LaCrosse, Mr. Bart
and other senior management personnel have long and well-established
relationships with key suppliers and customers. Mr. Bart worked at Seagram for
37 years prior to joining our organization, and maintains a strong relationship
with Seagram, which is our largest supplier of distilled spirits. Mr. LaCrosse
and Mr. Bart do not have employment agreements or non-compete agreements with
NWS. The loss of the services of Mr. LaCrosse, Mr. Bart, or any other member of
senior management could have a negative impact on our business. We maintain key
person life insurance on Mr. LaCrosse in the amount of $9.1 million, some of
which is currently pledged to support our indebtedness.

GOVERNMENT REGULATION COULD NEGATIVELY IMPACT THE ALCOHOL BASED BEVERAGE
INDUSTRY

FEDERAL AND STATE REGULATORY AUTHORITIES COULD REVOKE OUR LICENSES AND
PERMITS IF WE FAIL TO COMPLY WITH GOVERNMENTAL REGULATIONS. The distribution of
alcohol-based beverages is subject to extensive regulation. We are required to
comply with various laws and regulations and maintain permits and licenses to
import, warehouse, transport, distribute and sell wine and spirits. We believe
that we are operating in compliance with all federal and state laws, regulations
and policy in all material respects. However, we can give no assurance that the
various governmental regulations applicable to the alcohol-based beverage
industry will not change and become more stringent. If we fail to comply with
applicable governmental regulations or the conditions of our licenses or
permits, our licenses and permits could be revoked or suspended.

INCREASED TAXATION ON ALCOHOL-BASED BEVERAGES COULD HAVE A NEGATIVE IMPACT
ON OUR SALES OR PROFITABILITY. The distribution of alcohol-based beverages is
also subject to extensive federal and state taxation. Our operations may be
subject to increased taxation as compared with those of non-alcohol related
businesses. In such case, we may have to raise prices on our products in order
to maintain profit margins. The effect of such an increase could negatively
impact our sales or profitability.

LEGISLATIVE INITIATIVES COULD HAVE A NEGATIVE IMPACT ON OUR BUSINESS. The
alcohol-based beverage industry has become the subject of considerable societal
and political attention in recent years due to increasing public concern over
alcohol-related societal problems, including driving while intoxicated, underage
drinking, alcoholism and health consequences from the abuse of alcohol. Illinois
has established .08% or above as the blood alcohol level for driving under the
influence of alcohol. Indiana and Michigan remain at .10%, but several other
states have recently lowered the blood alcohol levels for driving under the
influence of alcohol, and legislation has been introduced in the United States
Congress to adopt .08% as the national standard. This federal legislation was
not enacted but could be in the future. Similar measures are likely to be
introduced in Indiana and Michigan in the future. There has also been discussion
at the federal and state levels about restricting or prohibiting print or
electronic advertising or other promotional activities, including billboard
advertising and other promotions which allegedly target youth as potential
consumers of alcohol-based beverages. In some jurisdictions, including precincts
in Chicago, Illinois, recent ballot initiatives have been passed which

14
<PAGE>
limit the sale of alcohol at specified locations or in specified areas. You
should be aware that the passage of such legislation could have a negative
impact on our business.

THE INCREASE IN DIRECT SHIPMENT PROGRAMS COULD DECREASE OUR SALES AND
PROFITABILITY. In recent years, there has been growth in direct shipments by
suppliers such as "wine-of-the-month," Internet-based or 1-800 direct ordering
systems, or other direct marketing promotions or programs by wine or craft beer
producers. These direct sales programs threaten the three tier regulatory
structure currently in place by allowing suppliers or third party shippers to
deal directly with consumers. Although many states, such as Indiana, have
adopted legislation either prohibiting or more closely regulating direct
shipments of alcohol-based beverages into those states, we can give no assurance
that these direct marketing programs will not result in reduced purchases by our
customers.

POTENTIAL CLASS ACTION LITIGATION FACING OUR INDUSTRY COULD SUBJECT OUR
SUPPLIERS TO POTENTIAL LIABILITY WHICH COULD HAVE A NEGATIVE IMPACT ON OUR
BUSINESS. The alcohol-based beverage industry also faces the possibility of
class action or other similar litigation alleging that the continued excessive
use or abuse of alcohol-based beverages has caused death or serious health
problems. It is also possible that federal or state governments could assert
that the use of alcohol-based beverages has significantly increased that portion
of health care costs paid for by the government. Litigation or assertions of
this type have adversely affected companies in the tobacco industry. Although we
bottle and blend our own private-label spirits for resale, we are not generally
engaged in the manufacture of alcohol-based beverages. It is possible, however,
that our suppliers could be named in litigation of this type which could have a
negative impact on their business and, in turn, could also have a significant
negative impact on our business.

THE COMPETITIVE NATURE OF OUR INDUSTRY AND THE STRENGTH OF OUR COMPETITORS COULD
AFFECT OUR ABILITY TO HONOR OUR OBLIGATIONS UNDER THE NOTES

The wine and spirits wholesale distribution industry is highly competitive.
Some of our competitors have greater financial and other resources. The
competitors could threaten our relationships with our key suppliers and
customers. One of the larger distributors in the United States has joined with
another distributor to purchase a controlling interest in our principal
competitor in Indiana. You should be aware that entry into Indiana by this
competitor may have a negative impact on our relationship with our suppliers or
our Indiana market share. We can give no assurance that we will be able to
compete successfully against current and future sources of competition.

OUR REVENUE AND PROFITABILITY VOLATILITY IS CAUSED BY SEASONAL VARIATIONS

Our quarterly results are subject to the changing seasons. Because
consumption of alcohol-based beverages increases during the last quarter of the
calendar year, particularly during the Christmas season, our revenues tend to be
substantially higher during our fiscal third quarter and lower during our fiscal
fourth quarter, when we routinely experience operating losses. We also
experience seasonally high working capital requirements and indebtedness in our
third quarter.

THE INTERESTS OF OUR CONTROLLING STOCKHOLDER MAY DIFFER FROM YOUR INTERESTS

Mr. LaCrosse, the Chairman, President and Chief Executive Officer of NWS,
owns approximately 83% of NWS' voting common stock. As a result, Mr. LaCrosse is
able to:

- elect our Board of Directors;

- approve or disapprove other matters requiring stockholder approval; and

- exercise control over our policies and management.

15
<PAGE>
NWS and Mr. LaCrosse intend to nominate and elect up to four independent
directors to our Board of Directors prior to July 31, 1999. However, you should
be aware that Mr. LaCrosse's interests as our controlling equity stock holder
may differ from your interests.

YEAR 2000 ISSUES MAY NEGATIVELY IMPACT OUR OPERATIONS AND FINANCIAL RESULTS

Many computer systems and other equipment with embedded chips or processors
use only two digits to represent the year and, as a result, they may be unable
to process accurately data before, during or after the year 2000. As a result,
business and governmental entities are at risk for possible miscalculations or
system failures causing disruptions in their operations. This is commonly known
as the Year 2000 issue and can arise at any point in our supply, processing,
distribution and financial chains. Our failure to properly assess, remediate and
plan for potential Year 2000 problems could result in disruptions of our normal
business operations.

We are currently assessing our exposure to potential Year 2000 issues.
Although we have not completed our assessment and remediation of our IT and
non-IT systems, we do not expect, based on the limited information now
available, that Year 2000 issues will have a significant negative effect on our
business. We are also surveying our key customers and suppliers regarding their
preparation for the Year 2000. Although we are not presently aware of any
significant customer or supplier with a Year 2000 issue that would significantly
impact our operations, we have no means of ensuring that our customers or
suppliers will be Year 2000 ready.

Due to the general uncertainty inherent in the Year 2000 issue, resulting in
part from the uncertainty of the Year 2000 readiness of our third-party
suppliers and customers, the consequences of Year 2000 failures could have a
significant impact on our business.

FORWARD-LOOKING STATEMENTS

The statements, other than statements of historical facts, included in this
prospectus are
forward-looking statements. Forward-looking statements generally can be
identified by the use of forward-looking terminology such as "may," "will,"
"expect," "intend," "estimate," "anticipate" or "believe". We believe that the
expectations reflected in such forward-looking statements are accurate. However,
we cannot assure you that such expectations will occur. Our actual future
performance could differ materially from such statements.

You should not unduly rely on these forward-looking statements, which speak
only as of the date of this prospectus. Except as required by law, we are not
obligated to publicly release any revisions to these forward-looking statements
to reflect events or circumstances occurring after the date of this prospectus
or to reflect the occurrence of unanticipated events. Important factors that
could cause our actual results to differ materially from our expectations are
discussed under "Risk Factors" and elsewhere in this prospectus. All subsequent
written and oral forward-looking statements attributable to NWS, or persons
acting on its behalf, are expressly qualified in their entirety by the
statements in those sections.

THE EXCHANGE OFFER

PURPOSE OF THE EXCHANGE OFFER

At the same time we issued the old notes, we agreed to file a registration
statement regarding the exchange of the old notes for notes with terms identical
in all material respects and to use our reasonable best efforts to cause that
registration statement to become effective with the SEC.

In the event that applicable interpretations of the staff of the SEC do not
permit NWS to conduct the exchange offer, or if any holders of the old notes
notify NWS that they are not eligible to participate in, or would not receive
freely tradable exchange notes in exchange for tendered old notes

16
<PAGE>
in, the exchange offer, NWS will use its best efforts to cause to become
effective a shelf registration statement with respect to the resale of the old
notes. NWS also agreed to use its best efforts to keep the shelf registration
statement effective at least two years after its date of effectiveness.

TERMS OF THE EXCHANGE OFFER

NWS is offering to exchange up to $110,000,000 total principal amount of
exchange notes for $110,000,000 of old notes. The old notes must be tendered
properly on or before 5:00 p.m. New York City time on August 2, 1999.

The exchange offer is not conditioned upon holders tendering a minimum
principal amount of old notes. As of the date of this prospectus, $110,000,000
aggregate principal amount of exchange notes are outstanding. The old notes may
be tendered only in integral multiples of $1,000.

Holders of the old notes do not have any appraisal or dissenters' rights in
the exchange offer. If holders do not tender old notes or tender old notes that
NWS does not accept, their old notes will remain outstanding. Any old notes will
be entitled to the benefits of the indenture but will not be entitled to any
further registration rights under the registration rights agreement, except
under limited circumstances.

After the expiration date, NWS will return to the holder any tendered old
notes that NWS did not accept for exchange.

Holders exchanging old notes will not have to pay brokerage commissions or
fees or transfer taxes if they follow the instructions in the letter of
transmittal. NWS will pay the charges and expenses, other
than the taxes described below in the exchange offer.

NEITHER NWS NOR THE BOARD OF DIRECTORS OF NWS RECOMMENDS YOU TO TENDER OR
NOT TENDER OLD NOTES IN THE EXCHANGE OFFER. IN ADDITION, NWS HAS NOT AUTHORIZED
ANYONE TO MAKE ANY RECOMMENDATION. YOU MUST DECIDE WHETHER TO TENDER IN THE
EXCHANGE OFFER AND, IF SO, THE AGGREGATE AMOUNT OF OLD NOTES TO TENDER.

EXPIRATION DATE; EXTENSIONS; AMENDMENTS

The expiration date is 5:00 p.m., New York City time, on August 2, 1999
unless we extend the exchange offer.

NWS has the right, in accordance with applicable law, at any time to:

- delay the acceptance of the old notes;

- terminate the exchange offer if NWS determines that any of the conditions
to the exchange offer have not occurred or have not been satisfied;

- extend the expiration date of the exchange offer and keep all old notes
tendered other than those notes properly withdrawn; and

- waive any condition or amend the terms of the exchange offer.

If NWS changes the exchange offer, or if NWS waives an important material
condition of the exchange offer, NWS will promptly distribute a prospectus
supplement to the holders of the old notes disclosing the change or waiver. NWS
will also extend the exchange offer as required by Rule l4e-1 under the Exchange
Act.

If NWS exercises any of the rights listed above, it will promptly give oral
or written notice of the action to the exchange agent and will issue a release
to an appropriate news agency. In the case of an extension, an announcement will
be made no later than 9:00 a.m., New York City time, on the next business day
after the previously scheduled expiration date.

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<PAGE>
INTEREST ON EXCHANGE NOTES

The exchange notes will bear interest at a rate of 10.125% per annum,
payable semi-annually, on January 15 and July 15 of each year, commencing July
15, 1999. Holders of exchange notes will receive interest on July 15, 1999 from
the date of initial issuance of the exchange notes, plus any accrued interest.
Interest on the old notes accepted for exchange will cease to accrue upon
issuance of the exchange notes.

ACCEPTANCE FOR EXCHANGE AND ISSUANCE OF EXCHANGE NOTES

NWS will issue to the exchange agent exchange notes for old notes tendered
and accepted and not withdrawn promptly after the expiration date. The exchange
agent might not deliver the exchange notes to all tendering holders at the same
time. The timing of delivery depends upon when the exchange agent receives and
processes the required documents.

NWS will be deemed to have exchanged old notes validly tendered and not
withdrawn when NWS gives oral or written notice to the exchange agent of their
acceptance. The exchange agent is an agent for NWS for receiving tenders of old
notes, letters of transmittal and related documents. The exchange agent is also
an agent for tendering holders for receiving old notes, letters of transmittal
and related documents and transmitting exchange notes to validly tendering
holders. If for any reason, NWS

- delays the acceptance or exchange of any old notes,

- extends the exchange offer, or

- is unable to accept or exchange notes,

then the exchange agent may, on behalf of NWS and subject to Rule 14e-1(c) under
the Exchange Act, retain tendered notes. Exchange notes retained by the exchange
agent may not be withdrawn, except according to the withdrawal procedures
outlined in the section entitled "--Withdrawal Rights" below.

In tendering old notes, you must warrant in the letter of transmittal or in
an agent's message (described below) the following:

- you have full power and authority to tender, exchange, sell, assign and
transfer old notes,

- NWS will acquire good, marketable and unencumbered title to the tendered
old notes, free and clear of all liens, restrictions, charges and other
encumbrances, and

- the old notes tendered for exchange are not subject to any adverse claims
or proxies.

You also must warrant and agree that you will, upon request, execute and deliver
any additional documents requested by NWS or the exchange agent to complete the
exchange, sale, assignment, and transfer of the old notes.

PROCEDURES FOR TENDERING OLD NOTES

VALID TENDER

Subject to the terms and conditions hereof and the letter of transmittal,
only a holder of old notes may tender such old notes in the exchange offer. To
tender in the exchange offer, a holder or DTC participant must complete, sign
and date the letter of transmittal, or a facsimile thereof, have the signatures
thereon guaranteed if required by the letter of transmittal and mail or
otherwise deliver such letter of transmittal or such facsimile, together with
the old notes and any other required documents, to the exchange agent so as to
be received by the exchange agent at the address set forth below prior to 5:00
p.m., New York City time, on August 2, 1999. Delivery of the old notes may be
made by book-entry transfer in accordance with the procedures described below.
Confirmation of such book-entry transfer must be received by the exchange agent
prior to the expiration date.

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<PAGE>
By executing the letter of transmittal, each holder or DTC participant will
make to NWS and the guarantors the representation set forth below in the second
paragraph under the heading "--Resales of Exchange Notes."

The tender by a holder or DTC participant and the acceptance thereof by NWS
will constitute an agreement between such holder or DTC participant and NWS in
accordance with the terms and subject to the conditions set forth herein and in
the letter of transmittal.

The method of delivery of notes and the letter of transmittal and all other
required documents to the exchange agent is at the election and risk of the
holder or DTC participant. Instead of delivery by mail, we recommend that
holders and DTC participants use an overnight or hand delivery service; in all
cases, sufficient time should be allowed to assure delivery to the exchange
agent before the expiration date. No letter of transmittal or notes should be
sent to NWS. Beneficial owners may request their respective brokers, dealers,
commercial banks, trust companies or nominees to effect the above transactions
for such beneficial owners.

Any beneficial owner whose old notes are held through a broker, dealer,
commercial bank, trust company or other nominee and who wishes to tender should
such nominee promptly and instruct such nominee to tender on such beneficial
owner's behalf. Such instructions should be given in sufficient time to ensure
that the nominee will be able to take the necessary steps to tender such old
notes before the expiration date.

SIGNATURE GUARANTEES

Signatures on the letter of transmittal or a notice of withdrawal, as the
case may be, must be guaranteed by an "eligible institution," within the meaning
of Rule 17AD-15 under the Exchange Act, unless the exchange notes tendered
pursuant thereto are tendered:

- by a registered holder who has not completed the box entitled "Special
Registration Instructions" or "Special Delivery Instructions" on the
letter of transmittal, or

- for the account of an eligible institution.

In the event that signatures on a letter of transmittal or a notice of
withdrawal, as the case may be, are required to be guaranteed, such guarantee
must be by a member firm of a registered national securities exchange or of the
National Association of Securities Dealers, Inc., a commercial bank or trust
company having an office or correspondent in the United States or an eligible
guarantor institution.

If the letter of transmittal is signed by trustees, executors,
administrators, guardians, attorneys-in-fact, officers of corporations or others
acting in a fiduciary or representative capacity, such persons should so
indicate when signing, and unless waived by NWS, evidence satisfactory to NWS of
their authority to so act must be submitted with the letter of transmittal.

BOOK-ENTRY TRANSFER; ATOP

The exchange agent will promptly request after the date of this prospectus
to establish an account with respect to the old notes at DTC for the purpose of
facilitating the exchange offer, and subject to the establishment thereof, any
financial institution that is a participant in DTC may make book-entry delivery
of old notes by causing DTC to transfer such old notes into the exchange agent's
account in accordance with DTC's procedures for such transfer.

The exchange agent and DTC have confirmed that the exchange offer is
eligible for the book-entry facility ATOP. Accordingly, DTC participants listed
on an official DTC proxy may electronically transmit their acceptance of the
exchange offer by causing DTC to transfer exchange notes to the exchange agent
in accordance with DTC's ATOP procedures for transfer. DTC will then send an
agent's message to the exchange agent.

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<PAGE>
The term "agent's message" means a message transmitted by DTC, received by
the exchange agent and forming part of the confirmation of a book-entry
transfer, which states that DTC has received an express acknowledgement from the
participant in DTC tendering old notes which are the subject of such book-entry
confirmation, that such participant has received and agrees to be bound by the
terms of the letter of transmittal and that NWS and the guarantors may enforce
such agreement against the participant. In the case of an agent's message
relating to guaranteed delivery, the term means a message transmitted by DTC and
received by the exchange agent which states that DTC has received an express
acknowledgement from the participant in DTC tendering old notes that such
participant has received and agrees to be bound by the notice of guaranteed
delivery.

Each DTC participant transmitting an acceptance of the exchange offer
through the ATOP procedures will be deemed to have agreed to be bound by the
terms of the letter of transmittal.

GUARANTEED DELIVERY

If a holder wants to tender old notes in the exchange offer, and

(1) the certificates for the old notes are not immediately available or all
required documents are unlikely to reach the exchange agent on or before
the expiration date, or

(2) a book-entry transfer cannot be completed in time,

then the old notes may be tendered if the holder complies with the following
guaranteed delivery procedures:

- the tender is made by or through an eligible institution;

- prior to the expiration date, the exchange agent receives from such
eligible institution a properly completed and duly executed notice of
guaranteed delivery setting forth the name and address of the holder, the
certificate number(s) of such old notes and the principal amount of old
notes tendered, stating that the tender is being made thereby and
guaranteeing that, within three New York Stock Exchange trading days after
the expiration date, the letter of transmittal (or facsimile thereof),
together with the certificate(s) representing the old notes, or a
confirmation of book-entry transfer of such old notes into the exchange
agent's account at DTC, and any other documents required by the letter of
transmittal, will be deposited by the eligible institution with the
exchange agent; and

- such properly completed and executed letter of transmittal (or facsimile
thereof), as well as the certificate(s) representing all tendered old
notes in proper form for transfer, or a confirmation of book-entry
transfer of such old notes into the exchange agent's account at DTC, and
all other documents required by the letter of transmittal, are received by
the exchange agent within three New York Stock Exchange trading days after
the expiration date.

NWS' acceptance of properly tendered old notes is a binding agreement
between the tendering holder and NWS upon the terms and subject to the
conditions of the exchange offer.

DETERMINATION OF VALIDITY

NWS will resolve all questions regarding the form of documents, validity,
eligibility, including time of receipt, and acceptance for exchange of any
tendered old notes. NWS' resolution of these questions as well as NWS'
interpretation of the terms and conditions of the exchange offer, including the
letter of transmittal, is final and binding on all parties. A tender of old
notes is invalid until all irregularities have been cured or waived. Neither
NWS, any affiliates or assigns of NWS, the exchange agent nor any other person
is under any obligation to give notice of any irregularities in tenders nor will
they be liable for failing to give any such notice. NWS reserves the absolute
right, in its sole and absolute discretion, to reject any tenders determined to
be in improper form or unlawful. NWS also reserves the

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<PAGE>
absolute right to waive any of the conditions of the exchange offer or any
condition or irregularity in the tender of old notes by any holder. NWS need not
waive similar conditions or irregularities in the case of other holders.

If any letter of transmittal, endorsement, bond power, power of attorney, or
any other document required by the letter of transmittal is signed by a trustee,
executor, administrator, guardian, attorney-in-fact, officer of a corporation or
other person acting in a fiduciary or representative capacity, that person must
indicate that capacity when signing. In addition, unless waived by NWS, the
person must submit proper evidence satisfactory to NWS, in its sole discretion,
of his or her authority to so act.

A beneficial owner of old notes that are held by or registered in the name
of a broker, dealer, commercial bank, trust company or other nominee or
custodian should contact that entity promptly if the holder wants to participate
in the exchange offer.

RESALES OF EXCHANGE NOTES

Based on an interpretation by the staff of the SEC set forth in no-action
letters issued to third parties, NWS believes that exchange notes issued
pursuant to the exchange offer in exchange for old notes may be offered for
resale, resold and otherwise transferred by any owner of such exchange notes,
other than any such owner which is an "affiliate" of NWS within the meaning of
Rule 405 under the Securities Act, without compliance with the registration and
prospectus delivery provisions of the Securities Act, provided that such
exchange notes are acquired in the ordinary course of such owner's business and
such owner does not intend to participate, and has no arrangement or
understanding with any person to participate, in the distribution of such
exchange notes. Any owner of exchange notes who tenders in the exchange offer
with the intention to participate, or for the purpose of participating, in a
distribution of the exchange notes may not rely on the position of the staff of
the SEC enunciated in EXXON CAPITAL HOLDINGS CORPORATION (April 13, 1988) and
MORGAN STANLEY & CO., INCORPORATED (June 5, 1991) or similar no-action letters
but rather must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with any resale transaction. In
addition, any such resale transaction should be covered by an effective
registration statement containing the selling security holders information
required by Item 507 of Regulation S-K under the Securities Act. Each
broker-dealer that receives exchange notes for its own broker-dealer as a result
of market-making activities or other trading activities, may be a statutory
underwriter and must acknowledge that it will deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of such
exchange notes.

By tendering in the exchange offer, each holder or DTC participant, in the
case of tenders of interests in the global exchange notes held by DTC, will
represent to NWS and the guarantors that, among other things,

- the exchange notes acquired pursuant to the exchange offer are being
obtained in the ordinary course of business of the person receiving such
exchange notes, whether or not such person is the registered holder or DTC
participant,

- neither the holder or DTC participant nor any such other person has an
arrangement or understanding with any person to participate in the
distribution of such exchange notes and

- the holder or DTC participant and such other person acknowledge that if
they participate in the exchange offer for the purpose of distributing the
exchange notes:

(a) they must, in the absence of an exemption therefrom, comply with the
registration and prospectus delivery requirements of the Securities
Act in connection with any resale of the exchange notes and cannot
rely on the no-action letters referenced above, and

21
<PAGE>
(b) failure to comply with such requirements in such instance could
result in such holder or DTC participant or such other person
incurring liability under the Securities Act for which such holder or
DTC participant or such other person is not indemnified by NWS or any
guarantor.

Further, by tendering in the exchange offer, each holder or DTC participant and
such other person that may be deemed an affiliate of NWS will represent to NWS
and the guarantors that such holder or DTC participant and such other person
understand and acknowledge that the exchange notes may not be offered for
resale, resold or otherwise transferred by that holder or DTC participant or
such other person without registration under the Securities Act or an exemption
therefrom.

WITHDRAWAL RIGHTS

You can withdraw tenders of old notes at any time on or before the
expiration date.

For a withdrawal to be effective, you must deliver a written, telegraphic,
telex or facsimile transmission of a notice of withdrawal to the exchange agent
on or before the expiration date. The notice of withdrawal must specify the name
of the person tendering the old notes to be withdrawn, the total principal
amount of old notes withdrawn, and the name of the registered holder of the old
notes if different from the person tendering the old notes. If you delivered old
notes to the exchange agent, you must submit the serial numbers of the old notes
to be withdrawn and the signature on the notice of withdrawal must be guaranteed
by an eligible institution, except in the case of old notes tendered for the
account of an eligible institution. If you tendered old notes as a book-entry
transfer, the notice of withdrawal must specify the name and number of the
account at DTC to be credited with the withdrawal of old notes and you must
deliver the notice of withdrawal to the exchange agent by written, telegraphic,
telex or facsimile transmission. You may not rescind withdrawals of tender. Old
notes properly withdrawn may again be tendered at any time on or before the
expiration date.

We will determine all questions regarding the validity, form and eligibility
of withdrawal notices. Our determination will be final and binding on all
parties. Neither NWS, any affiliate or assign of NWS, the exchange agent nor any
other person is under any obligation to give notice of any irregularities in any
notice of withdrawal, nor will they be liable for failing to give any such
notice. Withdrawn old notes will be returned to the holder after withdrawal.

CONDITIONS TO THE EXCHANGE OFFER

NWS need not exchange any old notes, may terminate the exchange offer or may
waive any conditions to the exchange offer or amend the exchange offer, if any
of the following conditions have occurred:

- the Staff of the SEC no longer allows the exchange notes to be offered for
resale, resold and otherwise transferred by holders without compliance
with the registration and prospectus delivery provisions of the Securities
Act; or

- a governmental body passes any law, statute, rule or regulation which, in
NWS' opinion, prohibits or prevents the exchange offer; or

- the SEC or any state securities authority issues a stop order suspending
the effectiveness of the registration statement or initiates or threatens
to initiate a proceeding to suspend the effectiveness of the registration
statement; or

- NWS is unable to obtain any governmental approval that NWS believes is
necessary to complete the exchange offer.

22
<PAGE>
If NWS reasonably believes that any of the above conditions has occurred, it
may

(1) terminate the exchange offer, whether or not any old notes have been
accepted for exchange,

(2) waive any condition to the exchange offer, or

(3) amend the terms of the exchange offer in any respect.

If NWS' waiver or amendment materially changes the exchange offer, NWS will
promptly disclose the waiver or amendment through a prospectus supplement,
distributed to the registered holders of the old notes. The prospectus
supplement also will extend the exchange offer as required by Rule 14e-1 of the
Exchange Act.

EXCHANGE AGENT

NWS appointed Norwest Bank Minnesota, N. A. as exchange agent for the
exchange offer. Holders should direct questions and requests for assistance,
requests for additional copies of this prospectus or of the letter of
transmittal and requests for Notice of Guaranteed Delivery to the exchange agent
addressed as follows:

<TABLE>
<CAPTION>
BY REGISTERED, CERTIFIED MAIL,
HAND OR OVERNIGHT DELIVERY: CONFIRM BY TELEPHONE: FACSIMILE TRANSMISSIONS:
<S> <C> <C>
Norwest Bank Minnesota, N.A. (612) 667-9764 (612) 667-9825
Corporate Trust Attention: Corporate Trust
Northwest Center Services
6th & Marquette
Minneapolis, Minnesota 55479
Attention: Corporate Trust
Services
</TABLE>

If you deliver letters of transmittal and any other required documents to an
address or facsimile number other than those listed above, your tender is
invalid.

FEES AND EXPENSES

NWS will pay all costs incidental to the exchange offer including the
reasonable and customary fees of the exchange agent for its services and
reasonable out-of-pocket expenses. NWS will also pay brokerage houses and other
custodians, nominees and fiduciaries their reasonable out-of-pocket expenses for
sending copies of this prospectus and related documents to holders of old notes,
and in handling or tendering for their customers.

NWS will pay the transfer taxes for the exchange of the old notes in the
exchange offer. If, however, exchange notes are delivered to or issued in the
name of a person other than the registered holder, or if a transfer tax is
imposed for any reason other than for the exchange of old notes in the exchange
offer, then the tendering holder will pay the transfer taxes. If a tendering
holder does not submit satisfactory evidence of payment of taxes or exemption
from taxes with the letter of transmittal, the taxes will be billed directly to
the tendering holder.

NWS will not make any payment to brokers, dealers or other nominees
soliciting acceptances in the exchange offer.

ACCOUNTING TREATMENT

The exchange notes will be recorded at the same carrying value as the old
notes. Accordingly, NWS will not recognize any gain or loss for accounting
purposes. NWS intends to amortize the expenses of the exchange offer and
issuance of the old notes over the term of the exchange notes.

23
<PAGE>
REORGANIZATION OF THE COMPANY

Historically, NWS' operations in Indiana, Michigan and Illinois have been
conducted through wholly-owned subsidiaries for Indiana, NWS-Indiana, and
Michigan, NWS-Michigan, and through an affiliate for Illinois, NWS-Illinois.
Prior to the reorganization, James E. LaCrosse, or a trust for the benefit of
his family, and Norma M. Johnston owned substantially all of the voting and
non-voting shares of common stock of NWS-Indiana and, together with Martin H.
Bart, owned all of the voting and non-voting shares of common stock of
NWS-Illinois.

In December, 1998, a reorganization took place which created a new holding
company, NWS, into which all of the shares of capital stock in NWS-Indiana and
NWS-Illinois owned by Mr. LaCrosse, or a trust for the benefit of his family, or
Mrs. Johnston were contributed in exchange for shares of NWS. In addition,
NWS-Indiana subsequently distributed all of its shares in NWS-Michigan to NWS.
Finally, NWS-LLC was created as a new limited liability company subsidiary of
NWS-Illinois into which substantially all of NWS' Illinois operations were
transferred. Currently, NWS-LLC is owned 75% by NWS-Illinois and 25% by Mr.
Bart. Allocations of profits and losses are different, currently 96% for
NWS-Illinois and 4% for Mr. Bart, given the capital investment disparity between
NWS-Illinois and Mr. Bart. The profit and loss allocations would be subject to
change in the future depending on the relative capital accounts of the members,
which in turn would affect the amount of Mr. Bart's minority interest reflected
in NWS' financial statements. NWS is substantially wholly-owned by Mr. LaCrosse,
or a trust for the benefit of his family, and Mrs. Johnston. Each of
NWS-Indiana, NWS-Illinois, NWS-Michigan and NWS-LLC is a guarantor of the notes.

The primary purpose of the reorganization was to establish a holding company
structure for NWS-Indiana and all of its significant affiliated companies. The
reorganization was accounted for as a combination of entities under common
control, similar to a pooling-of-interest. As such, the NWS financial statements
have been presented to reflect this accounting treatment.

USE OF PROCEEDS

The exchange offer will not generate cash proceeds for NWS. NWS used the net
proceeds from the sale of the old notes to repay NWS' existing credit facility,
a $15.0 million short-term bank facility, and other outstanding indebtedness of
NWS. The existing credit facility was used to fund accounts receivable,
inventories, capital expenditures and acquisitions.

24
<PAGE>
CAPITALIZATION

The following table reflects our capitalization as of March 31, 1999. You
should read this table in conjunction with "Use of Proceeds," "Selected
Consolidated Financial and Other Data," "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and the financial statements and
notes thereto included elsewhere in this prospectus.

Total borrowings of up to $60.0 million are available on a revolving basis
under our new credit facility. Undrawn amounts will be available for working
capital and general corporate purposes. Our actual borrowings at the closing of
the exchange offer will depend on our seasonal working capital requirements.

Subordinated indebtedness includes a subordinated note payable to a former
employee in the amount of $350,000, and a $600,000 note payable to a former
stockholder pursuant to a five-year non-compete agreement and does not include
any obligations under notes due stockholders, $1.8 million of which were
converted into equity prior to December 31, 1998.

<TABLE>
<CAPTION>
AS OF MARCH 31,
1999
-------------------
(IN THOUSANDS)
<S> <C>
Cash..................................................................... $ 1,908
--------
--------
Total debt:
Other existing unsubordinated indebtedness............................. $ 1,572
New Credit Facility.................................................... 4,700
Notes.................................................................. 110,000
Subordinated indebtedness.............................................. 950
--------
Total debt........................................................... 117,222
Stockholders' equity..................................................... 17,774
--------
Total capitalization..................................................... $ 135,115
--------
--------
</TABLE>

25
<PAGE>
SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

You should read the following summary historical financial information in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and the consolidated financial statements and notes
thereto included elsewhere herein. The pro forma income statement data gives
effect to the initial offering and the new credit facility as if they had
occurred at the beginning of the period presented.

Distribution fees include our per case distribution fee for cases of spirits
delivered in and on behalf of the State of Michigan. We do not take title to or
finance any inventory in Michigan. Please also note that we have elected "S"
corporation status under the Internal Revenue Code and consequently, we do not
incur liability for federal and state income taxes.

The following will also assist in the review of the following financial
information:

- For pro forma interest expense, the effective interest rate on our new
credit facility is 8.25%.

- Net debt represents total debt less cash. Our indebtedness fluctuates with
our seasonal working capital requirements.

<TABLE>
<CAPTION>
YEARS ENDED MARCH 31,
----------------------------------------------------------
1995 1996 1997 1998 1999
---------- ---------- ---------- ---------- ----------
(DOLLARS AND CASES IN THOUSANDS, EXCEPT PER CASE AMOUNT)
<S> <C> <C> <C> <C> <C>
STATEMENT OF INCOME DATA:
Net product sales.................................. $ 427,218 $ 443,257 $ 488,071 $ 505,141 $ 535,521
Distribution fees.................................. -- -- 2,729 16,270 17,832
---------- ---------- ---------- ---------- ----------
Total revenue...................................... 427,218 443,257 490,800 521,411 553,353
Cost of products sold.............................. 354,478 364,792 402,072 411,734 436,734
---------- ---------- ---------- ---------- ----------
Gross profit....................................... 72,740 78,465 88,728 109,677 116,619
Selling, general and administrative expenses....... 64,431 68,925 80,299 99,118 104,634
---------- ---------- ---------- ---------- ----------
Income from operations............................. 8,309 9,540 8,429 10,559 11,985
Interest expense................................... (7,341) (7,935) (8,486) (9,672) (11,037)
Gain on sale of assets............................. 89 172 41 4,139 188
Other income....................................... 1,122 1,247 1,619 2,085 341
---------- ---------- ---------- ---------- ----------
Income before extraordinary item................... 2,179 3,024 1,603 7,111 1,477
Extraordinary item................................. -- -- -- -- 318
---------- ---------- ---------- ---------- ----------
Net income......................................... $ 2,179 $ 3,024 $ 1,603 $ 7,111 $ 1,159
---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ----------
OTHER FINANCIAL DATA:
EBITDA (1)......................................... $ 12,870 $ 14,442 $ 14,186 $ 17,674 $ 20,359
EBITDA margin...................................... 3.0% 3.3% 2.9% 3.4% 3.7%
Cash provided (used) by operating activities....... $ 5,940 $ (6,727) $ 6,939 $ 9,783 $ 6,013
Cash used by investing activities.................. (7,424) (5,077) (9,937) (9,908) (20,846)
Cash provided (used) by financing activities....... 1,729 11,789 4,918 (1,900) 15,371
Depreciation and amortization...................... 4,561 4,902 5,757 7,115 8,374
Capital expenditures (2)........................... 6,503 3,609 10,447 13,952 7,858
Ratio of earnings to fixed charges................. 1.3x 1.4x 1.2x 1.6x 1.1x
</TABLE>

26
<PAGE>
<TABLE>
<CAPTION>
YEARS ENDED MARCH 31,
----------------------------------------------------------
1995 1996 1997 1998 1999
---------- ---------- ---------- ---------- ----------
(DOLLARS AND CASES IN THOUSANDS, EXCEPT PER CASE AMOUNT)
<S> <C> <C> <C> <C> <C>
OPERATING STATISTICS:
PRODUCT SALES OPERATIONS
Cases shipped (spirits and wine)................... 6,006 6,109 6,099 6,343 6,182
Net product price per case......................... $ 61.07 $ 62.87 $ 69.95 $ 72.86 $ 75.80
Gross profit margin................................ 17.0% 17.7% 17.6% 18.5% 18.4%
FEE OPERATIONS
Cases shipped (spirits)............................ -- -- 396 2,545 2,731
Distribution fee per case.......................... -- -- 6.50 $ 6.50 $ 6.50

PRO FORMA INFORMATION:
Adjusted EBITDA (1)................................ -- -- -- -- 20,905
Interest expense................................... -- -- -- -- 11,897
Income from operations............................. -- -- -- -- 11,985
Adjusted EBITDA/Interest Expense................... -- -- -- -- 1.7x
Net Debt/Adjusted EBITDA........................... -- -- -- -- 5.5x
Income from operations/Interest Expense............ -- -- -- -- 1.0x
Net Debt/Income from operations.................... -- -- -- -- 9.6x
</TABLE>

<TABLE>
<CAPTION>
AS OF MARCH 31,
----------------------------------------------------------
1995 1996 1997 1998 1999
---------- ---------- ---------- ---------- ----------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Cash............................................... $ 1,489 $ 1,475 $ 3,395 $ 1,370 $ 1,908
Total assets....................................... 122,189 143,316 160,366 169,102 180,376
Total debt......................................... 71,072 86,908 99,545 102,434 117,222
Stockholders' equity............................... 15,363 14,209 10,470 14,582 17,774
</TABLE>

27
<PAGE>
NOTES TO SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

(1) EBITDA is defined as income from operations plus depreciation and
amortization. Adjusted EBITDA is defined as EBITDA plus non-cash LIFO
charges, as follows:

(2) The breakdown of our capital expenditures by significant project is set
forth below:

<TABLE>
<CAPTION>
YEARS ENDED MARCH 31,
-----------------------------------------------------
1995 1996 1997 1998 1999
--------- --------- --------- --------- ---------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Business expansion......................... $ 3,930 $ 786 $ 5,855 $ 10,758 $ 4,856
Information systems........................ 1,743 1,553 2,446 1,781 1,281
Maintenance................................ 830 1,270 2,146 1,413 1,721
--------- --------- --------- --------- ---------
$ 6,503 $ 3,609 $ 10,447 $ 13,952 $ 7,858
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
</TABLE>

28
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion in conjunction with "Selected
Consolidated Financial and Other Data" and NWS' historical consolidated
financial statements and the accompanying notes included elsewhere in this
prospectus. Unless otherwise indicated, all references to years are to NWS'
fiscal year ended March 31.

OVERVIEW

NWS is one of the largest distributors of wine and spirits in the United
States. Substantially all of NWS' current operations are in Illinois, Indiana
and Michigan. NWS' reported revenues include net product sales in Indiana and
Illinois, the U.S. Beverage sales operation, and distribution fees in Michigan.
In Indiana and Illinois, NWS' net product sales are comprised of sales to retail
customers of wine and spirits products and, to a much lesser extent, beer, water
and other related products. NWS purchases these products from suppliers and
resells them to customers at more than 24,000 retail locations in Indiana and
Illinois through NWS' approximately 600 person sales organization. U.S. Beverage
purchases products from brewers and resells them through distributors across the
United States. In Michigan, which privatized aspects of its wholesale
distribution of spirits in 1997, NWS serves as an "authorized distribution
agent" for the state and collects a flat $6.50 per case delivery fee set by the
state and paid by suppliers for each case of spirits delivered to approximately
12,000 locations throughout Michigan. NWS does not take title to or finance any
inventory in Michigan and operates with a relatively small sales force.

For 1999, net product sales in Indiana and Illinois were $535.5 million
compared to $505.1 million in 1998. Distribution fees for 1999 were $17.8
million compared to $16.3 million during 1998, which was NWS' first full year of
operations in Michigan. For purposes of illustrating the scale of NWS'
operations in Michigan, the total wholesale prices of products delivered by NWS
in Michigan in 1997, 1998 and 1999 were $42.9 million, $280.5 million and $305.0
million, respectively, based on the fixed wholesale prices of the spirits
delivered by NWS. NWS' gross profit includes the gross margin on product sales
in Indiana and Illinois and 100% of NWS' distribution fees in Michigan since NWS
does not take title to inventory in Michigan. NWS' selling, general and
administrative expenses reflect administrative expenses and the costs of
logistics and warehousing in all markets, and selling expenses that relate
almost exclusively to product sales in Illinois, Indiana or through U.S.
Beverage.

During 1997 and 1998, selling, general and administrative expenses included
various start-up expenses related to NWS' new operations in Michigan and its
specialty and craft beer marketing business (U.S. Beverage). Management believes
that these start-up expenses are one-time costs directly related to the
commencement of these business operations that will not impact operating
performance or cash flow on an ongoing basis. NWS anticipates no additional
start-up costs in Michigan. Management believes U.S. Beverage should achieve
operating profitability in 2000 as a result of the addition of exclusive U.S.
distribution rights to the Hooper's Hooch flavored malt beverage acquired in
September, 1998 from Bass, PLC.

With the inclusion of NWS' distribution fees in Michigan, comparisons of
consolidated sales, gross profit and selling, general and administrative
expenses between years are difficult. For example, because 100% of the
distribution fees are included in gross profit, increases in distribution fees
as a percentage of total sales tend to increase overall gross margin. By
contrast, logistical and warehousing expenses are a far higher percentage of
distribution fee business in Michigan than they are of the product sales in
Illinois and Indiana. As a result, increases in the distribution fee business
have increased selling, general and administrative expenses as a percentage of
revenue and decreased operating margins. Now that NWS' business in Michigan has
completed its start-up phase and fee revenue is becoming more consistent as a
percentage of total revenue, there should be less impact on period to period
margin

29
<PAGE>
comparisons in the future. NWS has been able to expand its business through
distribution fees in Michigan without the need for corresponding growth in, or
financing of, working capital and sales force.

NWS' results of operations are typically highly seasonal as the result of a
number of factors, particularly the Christmas season. The third quarter ending
December 31, for example, represents the largest portion of NWS' annual net
income. The fourth quarter is usually not profitable, and the first and second
quarters are typically marginally profitable or slightly unprofitable after
interest expense. NWS' accounts receivable balance at December 31, is
historically between $50.0 and $60.0 million, due largely to seasonality. As
discussed in "Recent Developments," the Illinois alcohol beverage tax, and
related price increase will also likely affect our first quarter 2000 sales and
improve our Illinois margins in the future.

NWS announced an average $3.65 per case across-the-board price increase on
all spirits in Indiana to become effective January 1, 1999 for the products of
most suppliers, and February 1, 1999 for the balance of spirits suppliers. This
increase caused retail customers to purchase additional case volume in December,
1998 before the increase took effect; therefore, NWS shipped more volume in
December, 1998 relative to previous years. NWS' single spirits competitor in
Indiana, Olinger Distributing, followed by announcing its own set of
across-the-board price increases. The last across-the-board price increase
announced by NWS was in 1995 and was effective. Although there can be no
assurance, NWS believes this price increase will also be effective in the
marketplace. If and to the extent the increase is effective, management believes
that it will have a positive effect on the financial performance of NWS' Indiana
operation. NWS sold approximately 1.4 million cases of spirits in Indiana in
fiscal 1999. Assuming constant volume, management believes that the
across-the-board price increase would have generated an estimated $5.1 million
of additional revenues in fiscal 2000, a significant portion of which would
represent an improvement in gross margin. Management believes that there will be
no significant incremental operating expenses associated with these revenues.

RESULTS OF OPERATIONS

The following table includes information regarding total cases shipped by
NWS in 1997, 1998 and 1999:

<TABLE>
<CAPTION>
YEARS ENDED MARCH 31,
---------------------------------------------------------
1998 1999
1997 ---------------------- ----------------------
--------- PERCENT PERCENT
CASES CASES CHANGE CASES CHANGE
--------- --------- ----------- --------- -----------
(CASES IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Wine (product sales operations)................................... 2,838 2,981 5.0% 2,928 (1.8)%
Spirits (product sales operations)................................ 3,261 3,362 3.1 3,254 (3.2 )
Spirits (distribution fee operations)............................. 396 2,545 542.7 2,731 7.3
--------- --------- --------- ---
Total wine and spirits.......................................... 6,495 8,888 36.8 8,913 0.3
Other............................................................. 1,691 1,971 16.6 2,270 15.2
--------- --------- --------- ---
Total........................................................... 8,186 10,859 32.7% 11,183 3.0%
--------- --------- --------- ---
--------- --------- --------- ---
</TABLE>

FISCAL YEAR ENDED MARCH 31, 1999 COMPARED WITH FISCAL YEAR ENDED MARCH 31, 1998

REVENUE. NWS reported total sales in 1999 of $553.4 million compared to
$521.4 million for 1998, a gain of $31.9 million or 6.1%.

Product sales in the year ended March 31, 1999 were $535.5 million, an
increase of $30.4 million, or 6.0%, over the comparable prior year period. This
increase resulted primarily from the continued shift by consumers to more
premium brands, a strong increase at U.S. Beverage with the addition of six

30
<PAGE>
months of sales of Hooper's Hooch beverage, and the addition of Sebastiani Wines
in the Chicago market for the entire year, which more than offset a slight
decline in total wine and spirits cases sold. Contributing to the decline in the
sale of spirits cases was the additional customer purchases of spirits cases in
the fourth quarter of fiscal 1998 in advance of an announced price increase on
certain key brands. This increased case sales in fiscal 1998 and decreased case
sales in the year ended March 31, 1999. In addition, U.S. Beverage contributed
$9.2 million of revenue, all of which was incremental compared to the prior
year.

Distribution fees increased to $17.8 million for fiscal 1999 compared to
$16.3 million for 1998, a 9.6% increase due to increased volume of existing
brands and the addition of new suppliers throughout the year. Our addition of
new supplier brands in Michigan, McCormick and Austin-Nichols, did not occur
until the middle of the second quarter of 1999 and the addition of Laird did not
occur until the end of the fourth quarter. Therefore, the additional volume is
only partially reflected in our 1999 results. The loss of the J&B brand in
Michigan, which was due to supplier realignment, did not occur until November,
but management does not expect it to have a material impact on our distribution
fee operations. The loss of other brands due to Diageo's divestitures did not
occur until after the fiscal year end.

GROSS PROFIT. Gross profit on NWS' total revenue increased to $116.6
million in the year ended March 31, 1999 from $109.7 million in the comparable
prior year period. This represented a 6.3% increase, due to relatively flat
gross margins on our increased product sales from 18.5% to 18.4% and the
additional volume in Michigan with no corresponding cost of products sold.
Additionally, the U.S. Beverage business contributed slightly with margins of
19.5% for the year ended March 31, 1999. As a result of this improvement and
since gross profit in Michigan is 100% of fee revenues, our overall gross profit
margin grew from 21.0% for the year ended March 31, 1998 to 21.1% for fiscal
1999. Cost of products sold included a non-cash LIFO charge of $0.5 million in
1999 compared with $0.6 million for the comparable prior year period.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Overall, selling, general and
administrative expenses increased $5.5 million to $104.6 million for 1999 from
$99.1 million for the prior year. As a percent of total revenue, selling,
general and administrative expenses decreased from 19.0% for 1998 to $18.9% for
1999.

Selling expenses for product markets increased $5.2 million, or from 6.4% to
7.0% of total revenues, for 1999 primarily as a result of increased manpower to
support the Illinois and Indiana product markets, including additional sales
staff in Illinois to support the newly acquired Sebastiani brand line.
Additionally, U.S. Beverage contributed $3.9 million to overall selling,
warehouse and delivery expenses during the year compared to no selling,
warehouse and delivery expenses in the prior year. Finally, in order to acquire
additional lines in Michigan, we created a sales team for the first time in that
market. This increased selling expenses by $0.4 million for the year. While
small, selling expenses are expected to grow as we continue to increase our
sales force in Michigan. The recent acquisition of R.M. Gilligan is expected to
accelerate the growth of the Michigan-based sales force.

Total administrative expenses increased by $2.1 million or 6.8% of NWS'
total revenue during 1999. The increase in administrative expenses was primarily
a result of the installation of new computer systems in Indiana and general
employee benefit cost increases.

Start-up expenses decreased 100%, or $3.3 million for 1999 as U.S. Beverage
moved out of its start-up phase and incurred ongoing operating expenses and
NWS-Michigan completed its start-up in fiscal 1998.

INCOME FROM OPERATIONS. Operating income increased 13.5% or $1.4 million
for 1999 over 1998. As a percent of total revenue, income from operations
improved from 2.0% for 1998 to 2.2.% for 1999.

31
<PAGE>
The increased revenues for the year and improved gross margins more than offset
the increase in selling, general and administrative expenses.

INTEREST EXPENSE Interest expense increased 14.1% to $11.0 million during
the year ended March 31, 1999. The increase was attributable to slightly higher
interest rates on our $110.0 million in senior notes sold in January, 1999, when
compared to the bank debt the senior notes replaced, additional borrowings to
finance the capital expenditures needed for our Michigan operations, an upgrade
to the Chicago material handling system and our recent Kentucky investment.

OTHER INCOME. Other income decreased by $5.7 for 1999 compared to the prior
year primarily due to a $4.1 million gain on the sale of certain licensed
brands, trademarks, and tradenames in Illinois in 1998. Excluding the one-time
gain, other income was down $1.6 million. This was the result of other income of
$0.6 million from a gain on Heaven Hill bulk inventories and $0.5 million in
interest income during 1998. Additionally, results for 1999 include the $0.5
million expense to resolve the Illinois driver lawsuit and $0.5 million in
reorganization costs.

MINORITY INVESTMENT IN KENTUCKY DISTRIBUTOR. NWS' share of partnership
income in Commonwealth Wine & Spirits, LLC was approximately $0.1 million for
the year. The six-month period ended March 31, 1999 was Commonwealth's first two
quarters of operation.

EXTRAORDINARY ITEM. NWS recorded a loss on extinguishment of debt of $0.3
million as a result of the $110 million senior note offering.

NET INCOME. For the year ended March 31, 1999, NWS reported $1.2 million in
net income compared to $7.1 million for 1998. Without the one-time gain in 1998,
net income was down 61.0% or $1.8 million for 1999.

FISCAL 1998 COMPARED WITH FISCAL 1997

REVENUE. NWS reported product sales in 1998 of $505.1 million, an increase
of $17.1 million, or 3.5%, from 1997 product sales of $488.1 million, primarily
from volume gains on existing brands. Product sales also benefited from consumer
shifts to higher priced brands. Cases of spirits and wine delivered increased
3.1% and 5.0%, respectively, from 1997 to 1998. Distribution fees in Michigan
increased from $2.7 million in 1997 to $16.3 million in 1998, as NWS completed
its first full year of operations in Michigan. The complete year of Michigan
business was the leading contributor to growth in total case volume for NWS from
8.2 million cases in 1997 to 10.9 million cases in 1998, an increase of 32.7%.
NWS' beer, water and other products have experienced significant shipment growth
but have not yet represented a large portion of NWS' revenues or greatly
impacted operating performance.

GROSS PROFIT. Gross profit on NWS' total revenue increased to $109.7
million in 1998 from $88.7 million in 1997, a 23.6% increase, due to an
improvement in gross margins on product sales from 17.6% to 18.5% and the
increase in Michigan distribution fees which have no corresponding cost of
products sold. The gross margin improvement on product sales was primarily due
to reduced trade discounts and the continuation of a shift towards premium,
higher-margin wine and spirits brands. As a result of this improvement, and
because gross profit in Michigan is 100% of fee revenues, NWS' overall gross
profit margin grew from 18.1% to 21.0%. Cost of products sold included a
non-cash LIFO charge of $0.6 million in 1998 and $1.5 million in 1997.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Between 1997 and 1998 total
selling, general and administrative expenses, including start-up expenses
related to NWS' Michigan and U.S. Beverage operations, increased to $99.1
million, or 19.0% of total revenue, from $80.3 million, or 16.4% of total
revenue, primarily because of increased warehouse and delivery expenses relating
to the growth of the Michigan business, increased administrative expenses and
the start-up expenses. Management does not believe that a year to year
comparison of selling, general and administrative expenses as a percentage

32
<PAGE>
of revenue is particularly meaningful due to the impact on the comparison of the
Michigan operation, which generates relatively low distribution fee revenues as
discussed above, resulting in proportionately higher warehouse, delivery and
administrative expenses. Warehouse and delivery expenses for Indiana and
Illinois remained fairly constant from 1997 to 1998. Warehouse and delivery
expenses were $11.2 million in Michigan in 1998 compared to $2.1 million in
1997.

Selling expenses increased $1.4 million or 4.6%, which is flat as a
percentage of total revenue compared to 1997. The increase in selling expenses
was primarily related to higher commission expenses on higher revenues in
Indiana.

Administrative expenses increased by $5.3 million, or 21.4%, primarily as a
result of approximately $4.0 million in additional administrative costs related
to a full year of operations in Michigan, including accounting and computer
services, customer support personnel and miscellaneous administrative costs.

For 1998, NWS also incurred start-up costs of $3.3 million, a $2.2 million
increase from 1997. The $3.3 million of start-up costs consisted of $1.2 million
related to NWS' Michigan operations and $2.1 million related to U.S. Beverage.
The Michigan start-up expenses included temporary employees, temporary warehouse
facilities and special product delivery costs incurred while NWS' new Michigan
distribution network was being put into place. U.S. Beverage's start-up expenses
in 1998 of $2.1 million included brand registration costs and other expenses,
net of revenue, related to the establishment of the 32-state U.S. Beverage
distribution network. Start-up expenses in Michigan and U.S. Beverage were
substantially completed in 1998.

INCOME FROM OPERATIONS. Operating income increased $2.1 million, or 25.3%,
to $10.6 million in 1998 over 1997. NWS' increases in selling, general and
administrative expenses, start-up expenses, a small operating loss in Michigan's
first full year and the U.S. Beverage losses were more than offset by increased
revenues and improved gross margins in wine and spirits product sales. As a
percent of total revenue, income from operations improved from 1.7% in 1997 to
2.0% in 1998. Without start-up expenses, NWS' 1998 operating income would have
been $13.9 million, or 2.7% of total revenue, compared to $9.6 million in 1997,
or 2.0% of total revenue.

INTEREST EXPENSE. Interest expense in 1998 was $9.7 million, an increase of
$1.2 million over 1997. The increase was primarily due to additional debt
incurred to finance capital expenditures for NWS' Michigan operations. Interest
expense included $0.5 million related to subordinated stockholder notes of which
$0.3 million was accrued and not paid in cash.

OTHER INCOME. Other income included a $4.1 million gain on the sale of
non-core private label brands in Illinois in 1998. Of the total sale price, $3.0
million was paid in cash to NWS in 1998, with the balance of $2.2 million being
due in monthly installments through 2004. Interest, rental and other income
primarily includes rental income on surplus property currently for sale in
Illinois and interest income from Mr. LaCrosse and Mrs. Johnston on their notes
payable to NWS, a portion of which was accrued and not received in cash.

NET INCOME. Net income was $7.1 million in 1998, compared to $1.6 million
in 1997. Net income for 1998 without start-up expenses and the gain on sale of
assets would have been $6.4 million. As an S corporation, NWS does not pay
corporate level income tax.

QUARTERLY RESULTS OF OPERATIONS; SEASONALITY

NWS' revenues are influenced by a number of factors, particularly the
Christmas holiday season, which tend to result in seasonally high levels of
volume and profitability in NWS' fiscal third quarter with seasonal losses in
NWS' fiscal fourth quarter.

The following table presents unaudited quarterly financial information for
each of the twelve quarters in the period ended March 31, 1999. In the opinion
of NWS' management, this information

33
<PAGE>
has been prepared on the same basis as the consolidated historical financial
statements appearing elsewhere in this prospectus and includes all adjustments,
consisting only of normal recurring accruals, necessary to present fairly the
financial results set forth herein. Results of operations for any quarter are
not necessarily indicative of the results of any future period.
<TABLE>
<CAPTION>
YEARS ENDED MARCH 31,
----------------------------------------------------------------------------------------------
1997 1998
---------------------------------------------- ----------------------------------------------
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues................. $ 119,093 $ 111,164 $ 157,056 $ 103,487 $ 130,387 $ 115,493 $ 169,168 $ 106,363
Operating income
(loss)................. 1,892 950 6,544 (957) 2,714 1,008 6,716 121
EBITDA (1)............... 3,293 2,350 7,944 599 4,273 2,567 8,650 2,184
Operating working capital
(end of period) (2).... 74,435 74,602 88,247 75,579 76,594 78,717 100,243 74,326

1999
----------------------------------------------
Q1 Q2 Q3 Q4
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Revenues................. $ 135,899 $ 122,005 $ 179,473 $ 115,976
Operating income
(loss)................. 3,908 503 7,760 (186)
EBITDA (1)............... 5,912 2,544 9,789 2,114
Operating working capital
(end of period) (2).... 76,963 78,491 91,381 77,436
</TABLE>

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

(1) See Note 1 to "Selected Consolidated Financial and Other Data" for a
definition of EBITDA and other information regarding EBITDA.

(2) Operating working capital is defined as the sum of accounts receivable and
inventory less accounts payable.

LIQUIDITY AND CAPITAL RESOURCES

NWS' primary cash requirements have been to fund accounts receivable and
inventories in Indiana and Illinois and to fund capital expenditures and
acquisitions. NWS has historically satisfied its cash requirements principally
through cash flow from operations, trade terms and bank borrowings.

As indicated above, NWS' business is highly seasonal. NWS' operating working
capital fluctuates with seasonal trends as illustrated in the quarterly table
above. As a result, NWS' working capital requirements and borrowings under its
credit facility have fluctuated significantly over the course of each year. In
fiscal 1999, NWS' minimum and maximum amount of borrowings under its prior
credit facility, which was paid off in January, 1999 with the proceeds of the
senior notes offering, at any one time was $76.1 million in April, 1998, and
$90.8 million in October, 1998. At March 31, 1999, NWS' outstanding borrowings
under its new credit facility were $4.7 million. Working capital also fluctuates
with some suppliers' desired shipping patterns, which tend to produce increased
orders and inventory at the end of such suppliers' fiscal periods.

Effective January 25, 1999, NWS completed an offering of $110.0 million of
senior notes due 2009. Concurrently with the offering of the senior notes, NWS
entered into a new $60.0 million credit facility secured by the accounts
receivable and inventory of the guarantors. With proceeds from the senior notes
offering and borrowings under the new credit facility, NWS retired substantially
all of its bank revolving and term indebtedness.

Net cash used for investing activities during 1999 was $20.8 million,
compared to $9.9 million, a $10.9 million increase from 1998, primarily due to
NWS' Kentucky investment and for an upgrade and expansion of the Chicago
material handling system and for converting the Indiana operation to a new
corporate-wide management information system. Total 1999 capital expenditures
were $7.9 million, including approximately $4.0 million to upgrade and expand
the material handling system in the Chicago warehouse. Consistent with
management's strategy of focusing on core logistics and value added services,
NWS sold non-core private label brands during 1998 for $4.1 million after
disposal costs, of which $3.0 million was cash.

Net cash provided by operating activities was $6.0 million for 1999 as
compared to $9.8 million for 1998. The 1999 decrease was primarily the result of
a significant decrease in net income, a decrease in accounts payable and an
increase in accounts receivable.

34
<PAGE>
At March 31, 1999, total assets were $180.4 million compared to $169.1
million, a $11.3 million increase from March 31, 1998. This increase in total
assets, which was a result of additional property and equipment acquisitions
supporting the Michigan and Illinois operations and our Kentucky investment,
more than offset a $3.0 million decrease in short term assets. NWS' debt
increased from $96.3 million at March 31, 1998 to $117.2 million at March 31,
1999 a $20.9 million increase, primarily due to our Kentucky investment and
increased capital expenditures.

NWS believes that the net proceeds received from the offering of the senior
notes, together with cash flow from operations and existing capital resources,
including cash and borrowings available under NWS' new credit facility, will be
sufficient to satisfy NWS' anticipated working capital and debt service
requirements and expansion plans.

INFLATION

Inflation has not had a significant impact on NWS' operations but there can
be no assurance that inflation will not have a negative effect on NWS' financial
condition, results of operations or debt service capabilities in the future.

YEAR 2000

NWS is currently assessing its exposure to potential Year 2000 issues within
its businesses. Phases within the process include assessment, remediation and
contingency planning. NWS has established its assessment phase to include IT,
non-IT, and

- to the extent reasonably practicable

- customer and supplier readiness. NWS' IT systems include the following:

- Order entry;

- Inventory control;

- Order processing;

- Accounts receivable;

- Accounts payable;

- General ledger;

- Purchasing;

- Sales reporting;

- Electronic date interchange;

- Electronic mail;

- Manufacturing and bottling;

- Governmental reporting; and

- Operating systems.

NWS' non-IT systems include the following:

- Building security;

- HVAC/climate control;

- Office equipment;

35
<PAGE>
- Material handling systems;

- Utilities; and

- Suppliers and customers

NWS has completed 100% of the assessment work on its internal IT systems,
and approximately 98% on its non-IT systems. Through the assessment process, NWS
identified various financial systems that were not Year 2000 ready. NWS replaced
these systems with new Year 2000 compliant systems which went into effect on
April 1, 1999. NWS plans to complete all of its assessment and remediation of
its IT and non-IT systems by October, 1999.

NWS' material systems, including its corporate wide area network (WAN),
reporting systems and databases, are Year 2000 compliant. However, the following
systems are not currently Year 2000 ready:

- Remote order entry units used by salespersons;

- MPE/iX operating system controls in the Detroit, Michigan warehouse; and

- Material handling system controls in the Detroit, Michigan warehouse.

For the remote entry units, we will install a new receiver unit which is
Year 2000 ready as a temporary measure, if necessary. Lead time for backup
equipment is approximately 20 days. For Michigan, Year 2000 certified software
patches have been ordered but have not been installed. Installation will be
completed by July 1, 1999. If the system upgrade is not completed by December
31, 1999 and Year 2000 errors occur, the system would have to be operated
manually which could cause significant inefficiencies in the Michigan operation.

As a wholesale distributor of alcohol-based beverages, NWS is dependent on
its customers and suppliers. NWS has mailed surveys to its large customers and
all of its case goods suppliers, and has conducted follow-up phone interviews
with its key suppliers regarding their Year 2000 compliance. Although all
suppliers and material customers have been contacted regarding their Year 2000
assessment, NWS does not expect to receive information from many of them.
However, NWS' customer and supplier base is so broad that isolated Year 2000
problems should not have a significant adverse effect on NWS' business. In
addition, NWS maintains internal inventory levels at approximately 30-60 days,
which provides a cushion in the event a significant supplier experiences Year
2000 problems. At this stage of its inquiry, NWS currently is not aware of any
significant customer or supplier with a Year 2000 issue that would materially
impact NWS' operations or financial condition. However, NWS is necessarily
relying on the accuracy of information from customers and suppliers, does not
expect to receive information from many of them, and has no means of ensuring
that customers or suppliers will be Year 2000 ready. NWS has not conducted any
independent verification and validation process to assure the reliability of its
customers or suppliers regarding their Year 2000 readiness disclosure
statements. The inability of one or more of these entities to be prepared could
have a negative impact on NWS.

At March, 1999, NWS has incurred less than $25,000 in costs directly
associated with the remediation of its systems, and an additional $70,000
remains in the fiscal 2000 budget for Year 2000 issues. NWS does not track
internal costs incurred by its IT group in connection with the Year 2000 project
because they are primarily payroll costs that are not allocated among Year 2000
and other projects. Management does not believe that future Year 2000 assessment
and remediation costs will be material, and intends to fund any necessary
assessment and remediation costs from its existing resources as budgeted. These
costs do not include the cost of upgrading or replacing systems for other
business reasons. Such actions usually provide the additional benefit of making
the system Year 2000 compliant.

36
<PAGE>
In the event of a complete failure of its information technology systems due
to an extended power grid failure, NWS believes that there is a potential loss
of sales estimated to be $1.0 million. More likely, we could face minor Year
2000 errors such as incorrect sorting of shipments or processing customer
orders. The primary costs of such errors would be increased time delays in
processing and shipping orders, and increased personnel to manually process the
information. NWS believes that the increased costs associated with such
personnel would not have a significant negative effect on its operations or
financial condition.

Management does not presently expect, based on the information now
available, that the direct impact of Year 2000 issues will have a significant
negative effect on NWS. Contingency plans are in place, and others will be
developed if additional new systems are required following the identification of
any material Year 2000 risks or uncertainties. However, the failure of NWS to
properly assess, remediate and plan for potential Year 2000 problems could
result in disruptions of normal business operations.

ENVIRONMENTAL MATTERS

NWS currently owns and leases a number of properties, and historically it
has owned and/or leased others. Under applicable environmental laws, NWS may be
responsible for remediation of environmental conditions relating to the presence
of hazardous substances on such properties. The liability imposed by such laws
is often joint and several without regard for whether the property owner or
operator knew of, or was responsible for, the presence of such hazardous
substances. In addition, the presence of such hazardous substances, or the
failure to properly remediate such substances, may adversely affect the property
owner's ability to borrow using the real estate as collateral and to transfer
its interest in the real estate. Although NWS is not aware of the presence of
hazardous substances requiring remediation, there can be no assurance that
releases unknown to NWS have not occurred. Except for blending and bottling of a
few of its private label brands, NWS does not manufacture any of the wine or
spirit products it sells and believes that it has conducted its business in
substantial compliance with applicable environmental laws and regulations.

37
<PAGE>
BUSINESS

GENERAL

NWS is one of the largest distributors of wine and spirits in the United
States. NWS is the largest distributor of spirits in Indiana with 54% market
share and Michigan with 59% market share, and one of the largest in Illinois
with 32% market share. NWS' markets include Chicago and Detroit, which are the
largest and the sixth largest metropolitan markets for spirits in the United
States, respectively.

NWS is the exclusive distributor in two or more of its markets for many of
the world's leading suppliers of brand name domestic and imported spirits,
including Diageo-UDV, formed through the merger of United Distillers (Guinness)
and International Distillers and Vintners (Grand Metropolitan), Fortune Brands
and Seagram. NWS' featured brands include:

- Absolut;

- Chivas Regal;

- Crown Royal;

- DeKuyper;

- Jim Beam;

- Jose Cuervo; and

- Smirnoff.

NWS also is the exclusive distributor in Indiana and Illinois for many of the
world's leading wineries, including:

- Banfi Vintners, featuring Riunite and other Italian and Chilean wines;

- Canandaigua, featuring Inglenook and Almaden wines;

- Seagram, featuring premium European and California wines; and

- Sebastiani.

NWS operates 12 strategically located distribution facilities and a fleet of
approximately 350 delivery vehicles to provide overnight or second-day delivery
to over 36,000 retail locations, including package liquor stores, drug and
grocery stores, mass merchandisers, hotels and restaurants and bars. NWS'
customers include both local and regional businesses as well as national chains
such as American Stores (Osco), Walgreens, CVS, Sam's Club, Meijer, Chili's,
Ruby Tuesday, T.G.I. Friday's and Hyatt. In select locations, NWS also
distributes premium domestic and imported beer and other products.

From 1995 to 1999, NWS' total revenue increased steadily from $427.2 million
to $553.4 million, representing a compound annual growth rate of 6.7%, while
NWS' EBITDA increased from $12.9 million to $20.4 million, representing a
compound annual growth rate of 12.1%. NWS achieved this performance by
successfully integrating several strategic acquisitions since 1992, actively
developing new geographic market areas, pursuing new supplier and brand
relationships, implementing advanced product handling technology and proprietary
information systems, and providing high levels of supplier and customer service.

Under the three-tier regulatory framework established by federal and state
law, suppliers of alcohol-based beverages are generally prohibited from selling
their products directly to retail outlets or consumers, effectively requiring
suppliers to use distributors such as NWS. This regulatory framework effectively
insulates distributors from vertical competition from suppliers or retail
customers. In some states, referred to as "control states", state law has
historically mandated the state to act as the exclusive wholesale distributor
and/or retailer of alcohol-based beverages. In 1996, Michigan became

38
<PAGE>
the first control state to privatize aspects of the wholesale distribution of
spirits, and NWS has become the leading distributor of spirits in that state.

INDUSTRY OVERVIEW

The United States alcohol-based beverage industry generated total annual
retail sales of more than $104.0 billion in 1997. Sales of wine and spirits, in
which NWS primarily competes, accounted for approximately 13% and 32%,
respectively, or an estimated $47.1 billion of total retail sales in 1997. In
the United States spirits market, total revenues on a per case basis have
increased since 1994, more than offsetting a general decline in the volume of
spirits sold. Over the past five years, the dollar amount reported from the sale
of spirits has increased from $29.9 billion to $33.6 billion. These increases
are attributable to brand name price increases which have generally been passed
on to retail consumers, and the general trend in consumer taste to higher
quality and higher priced products. Wine consumption has increased nationally
and in Indiana, Illinois and Michigan since 1993 and management believes the
demand for high quality wine will continue to grow. Similar to the trend in the
spirits industry, consumers have been purchasing higher quality and more
expensive wines.

Since the repeal of Prohibition in 1933, the sale of spirits, wine and beer
has been regulated by the federal and state governments. State regulatory
frameworks fall into three types: control, open and open-franchise. In nearly
all circumstances, suppliers may not legally sell directly to retailers. In the
18 control states, the state controls either the distribution, the retail sale
or both. In open states, including Indiana and Illinois, the distributors and
retailers are privately owned businesses. In the open-franchise states, there
are laws and regulations which restrict the suppliers' ability to change
distributors.

Given the three tier regulatory structure, the wine and spirits distribution
industry varies greatly from distribution businesses serving other industries
such as food, drugs, non-alcohol-based beverages and paper products. Margins in
these other industries are often much lower, as suppliers can compete with or
bypass distributors. Some distributors in other industries are also more
sensitive to economic cycles relative to NWS and its competitors.

COMPETITIVE STRENGTHS

MARKET LEADERSHIP. NWS is the largest distributor of spirits in Indiana and
Michigan and one of the largest in Illinois. NWS' market leadership reflects its
strong relationships with both suppliers and customers and provides NWS with
numerous advantages over smaller distributors, including significant economies
of scale and increased purchasing power. NWS maintains and seeks to enhance its
market leadership by providing high levels of service to its suppliers and
customers and through its investments in technology and information systems.

STRONG SUPPLIER RELATIONSHIPS. NWS' success is due in part to its
long-standing relationships with its major wine and spirits suppliers, many of
which extend back more than 20 years. The strength of these relationships was
recently demonstrated when each of NWS' three largest suppliers, Seagram,
Fortune Brands and Diageo-UDV, selected NWS over numerous competitors to be its
exclusive distributor of spirits in Michigan. In Indiana and Michigan, NWS is
the exclusive distributor of seven out of the top ten brands of spirits sold in
the United States, including Absolut, Jim Beam, Jose Cuervo, Popov, Seagram's
Gin, Seagram's 7 Crown and Smirnoff. In Illinois, NWS is the exclusive
distributor of four out of the top ten U.S. brands. NWS also represents a
significant share of each of its major suppliers' total United States business.
In calendar 1997, NWS distributed approximately 16% of all cases of spirits sold
in the United States by Seagram, and 11% of all cases of spirits sold by Fortune
Brands.

STABLE INDUSTRY AND DIVERSIFIED CUSTOMER BASE. Total wine and spirits
industry revenues have grown relatively steadily over the past 25 years, even
during periods of economic decline. NWS offers products to over 36,000 retail
locations and no single customer or chain represented more than 6.4% of NWS'

39
<PAGE>
1999 total revenue. Moreover, the three-tier regulatory framework established by
federal and state law generally prohibits vertical integration by suppliers and
retailers and thereby enhances the stability of the wine and spirits
distribution industry. NWS believes that the nature of the wine and spirits
distribution industry and NWS' diverse customer base provide it with increased
stability and predictability of cash flow relative to distributors in many other
industries.

CUSTOMER SERVICE FOCUS. NWS' commitment to highly effective customer
service has also been a major factor in its historical success. Management
emphasizes on-time delivery, product availability, the ability to accept
last-minute orders and special orders for low volume or unusual items, and
reliability on a long-term basis. NWS provides numerous value-added services to
its customers, including category management, customized advertising and
point-of-sale materials, customized packaging and on-line electronic ordering.
Management believes that highly effective customer service strengthens customer
relationships, thereby improving product positioning and sell-through to the
consumer.

ADVANCED INFRASTRUCTURE, DISTRIBUTION NETWORK AND INFORMATION SYSTEMS. NWS
maintains an extensive distribution network consisting of master warehouses,
hyper-terminals and cross-docking facilities strategically located across
Indiana, Illinois and Michigan and a fleet of approximately 350 delivery
vehicles. This distribution system generates significant operating leverage by
enabling NWS to deliver hundreds of suppliers' products from each master
warehouse and optimize delivery routes by maximizing the density of customer
locations served from each facility. In addition, NWS has made significant
investments over the past five years to improve its logistics, sales and
marketing operations, including approximately $26.4 million in material handling
systems and $8.8 million in information systems. NWS has also recently
implemented supplier and customer ordering via electronic data interchange and
on-line reporting systems used by suppliers to track sales. In addition to
enhancing supplier and customer relationships, the implementation of these
systems has improved NWS' efficiency and enabled NWS to remain a low cost
provider.

EXPERIENCED MANAGEMENT TEAM. The seven individuals who comprise NWS' senior
management team have an average of over 23 years of experience in the
alcohol-based beverage industry and 12 years of experience with NWS. In
addition, NWS' senior management team has successfully integrated seven
acquisitions since 1992. Management's experience and expertise have enabled NWS
to establish and maintain long-term relationships with both suppliers and
customers and take advantage of consolidation and privatization opportunities.

OPERATING STRATEGY

CONTINUE TO MAXIMIZE OPERATING LEVERAGE. As the largest or one of the
largest wine and spirits distributors in each of its markets, NWS continuously
seeks to minimize its operating costs by leveraging its resources in the areas
of warehousing, transportation, general and administrative functions and
information systems to create economies of scale. The fixed nature of many of
these costs enables NWS to generate a higher level of profitability on
incremental increases in volume and price. In addition, NWS' facilities in
Illinois and Michigan have additional capacity, which positions NWS to take
advantage of future expansion opportunities in these markets with relatively low
capital expenditures.

GROWTH THROUGH ADDITION OF NEW BRANDS. Long-term relationships are critical
to maintaining supplier and brand continuity with distributors. Although brand
movements among distributors are relatively rare as the result of these
relationships, consolidation of distributors or suppliers can affect existing
relationships and present NWS with opportunities to add brands affected by the
consolidation. For example, NWS believes that Diageo-UDV may eventually
consolidate its brands with a single distributor in Illinois. If this was to
happen, management believes that NWS would have opportunities to acquire
additional brands from other suppliers adversely affected by the consolidation,
or otherwise gain increased market share. Management believes that if these or
similar opportunities arise, NWS'

40
<PAGE>
strong regional presence and established supplier and customer relationships
give it a competitive advantage in winning additional brand representation.

NWS recently obtained additional brands in Illinois and Michigan. In March,
1998, Sebastiani named NWS as its exclusive distributor in Illinois. In 1997,
Sebastiani reported total wine sales in Illinois of 250,000 cases. In June,
1998, McCormick Distilling appointed NWS as its exclusive distributor for Grand
Macnish Scotch whiskey. In July, 1998, Austin Nichols Company appointed NWS as
its exclusive distributor in Michigan. Austin Nichols supplies Royal Canadian
and Jameson Irish whiskey, among other brands, in Michigan. Grand Macnish and
Austin Nichols had combined sales of approximately 130,000 cases of spirits in
1997 in Michigan. In December, 1998, Laird & Co. named NWS as its exclusive
distributor in Michigan. During 1997, Laird sold approximately 200,000 cases of
spirits in Michigan.

As of November, 1998, NWS no longer distributes J&B Scotch in Michigan. The
loss of this brand was the result of required divestitures by suppliers related
to the formation of Diageo.

SELECTIVELY PURSUE STRATEGIC ACQUISITIONS AND JOINT VENTURES. NWS plans to
continue to strengthen its competitive position by selectively acquiring other
distributors and entering into strategic joint ventures both in its current
markets and in contiguous markets. These strategic opportunities may arise for
several reasons, including:

(1) suppliers sometimes encourage the consolidation of distributors in order
to reduce costs and improve efficiency;

(2) most distributors are family businesses, and acquisition opportunities
can develop as owners approach retirement age without a definite
succession plan; and

(3) many distributors lack the resources and supplier support to meet the
demands of large suppliers, including expanding outside of their brand
lines or geographic markets.

Management believes NWS' reputation with suppliers and customers, as well as its
financial position, market share and established infrastructure, make NWS an
attractive buyer of, or strategic partner for, other distributors.

As an example of this strategy, in December, 1998, NWS formed a new Kentucky
distributorship, Commonwealth Wine & Spirits, LLC, in partnership with two
existing Kentucky-based distributors, The Vertner Smith Company and Kentucky
Wine & Spirits. NWS invested $7.5 million ($4.5 million in cash and a $3.0
million cash franchise fee), in exchange for 25% of the new company. Vertner and
Kentucky W&S equally own the remaining 75%. NWS believes that Commonwealth Wine
& Spirits, Inc. is the largest distributor of wine and spirits in Kentucky.
Although there can be no assurance, NWS does not presently anticipate any
further capital requirements related to this investment.

CONTINUE TO INVEST IN LOGISTICS TECHNOLOGY AND INFORMATION SYSTEMS. The
wine and spirits distribution industry is a relatively mature industry which is
not extensively automated. Many of NWS' competitors continue to rely primarily
on manual processes and limited technology. NWS plans to expand on its recent
investments in sales and logistics technology and sales and marketing
information systems to further reduce costs and improve service to its customers
and suppliers.

CAPITALIZE ON FURTHER PRIVATIZATIONS. NWS' established reputation and
relationships with its major suppliers has made it the leading spirits
distributor in Michigan, the first control state to privatize aspects of its
wholesale spirits distribution business. NWS believes that other control states
may choose to privatize all or part of their wholesale distribution business,
which may allow NWS to expand its geographic markets without acquiring or
merging with existing distributors. Should any such privatization opportunities
arise, particularly in the central United States, NWS plans to selectively

41
<PAGE>
pursue such opportunities by leveraging its experience in Michigan, its strong
relationships with suppliers and its distribution expertise.

SUPPLIERS AND PRODUCTS

NWS represents many of the largest suppliers of wine and spirits in the
United States, and offers hundreds of brands and more than 12,000 individual
products. The breakdown of sales among wine, spirits and other products
distributed by NWS in 1997, 1998 and 1999 is as follows:

<TABLE>
<CAPTION>
WINE SPIRITS OTHER
------------------------------- ------------------------------- -------------------------------
1997 1998 1999 1997 1998 1999 1997 1998 1999
--------- --------- --------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Product sales................ $ 117,014 $ 125,861 $ 143,339 $ 336,280 $ 342,594 $ 355,807 $ 34,777 $ 36,686 $ 36,375
Distribution fees............ -- -- -- 2,729 16,270 17,832 -- -- --
Percentage of total Company
revenue.................... 23.8% 24.1% 25.9% 69.1% 68.8% 67.5% 7.1% 7.1% 6.6%
</TABLE>

In Michigan, spirits distributors have exclusive relationships with
suppliers by law, and receive distribution fees from suppliers as set by the
state, rather than purchasing from the suppliers for resale to customers. This
arrangement has the effect of understating the importance of spirits in NWS'
overall product mix. For purposes of illustrating the scale of NWS' operations
in Michigan, the total wholesale prices of products delivered by NWS for
Michigan in 1997, 1998 and 1999 was $42.9 million, $280.5 million and $305.2
million, respectively, based on the fixed wholesale prices of the spirits
delivered by NWS. If these amounts would have been included in revenues, sales
of spirits would have represented 71.4%, 79.3% and 78.6% of NWS' total revenues
in 1997, 1998 and 1999, respectively.

NWS' products include the following brands, among many others:

<TABLE>
<CAPTION>
PRODUCT TYPE BRAND NAMES
- ----------------------------------------- --------------------------------------------------
<S> <C> <C>
Vodka: ABSOLUT POPOV
CRISTALL SMIRNOFF
KETEL ONE STOLICHNAYA

Bourbon and Blended Whiskey: BLACK VELVET SEVEN CROWN
CROWN ROYAL WILD TURKEY
JIM BEAM WINDSOR CANADIAN
SEAGRAM'S V.O.

Scotch and Single Malt Whiskey: CHIVAS REGAL GLENLIVET
GRANT'S ISLE OF JURA
BALVENIE J&B RARE
BOWMORE SPRINGBANK
GLENFIDDICH

Gin: BOMBAY GILBEY'S
BOODLES SEAGRAM'S

Rum: CAPTAIN MORGAN MYERS
MALIBU RONRICO

Tequila: HERRADURA PATRON
JOSE CUERVO

Cognacs/Brandy: CHRISTIAN BROTHERS MARTELL
HINE REMY MARTIN
</TABLE>

42
<PAGE>
<TABLE>
<CAPTION>
PRODUCT TYPE BRAND NAMES
- ----------------------------------------- --------------------------------------------------
<S> <C> <C>
Specialty Spirits: ARROW CORDIALS DEKUYPER CORDIALS
BAILEY'S IRISH CREAM JAGERMEISTER
CAMPARI TGI FRIDAY'S

Wine: ALMADEN INGLENOOK
BANFI PERRIER JOUET
BERINGER SEBASTIANI
CAYMUS STAGS LEAP
CHATEAU LAFITE ROTHSCHILD STERLING
GUNDLACH BUNDSCHU SUTTER HOME
VEUVE CLICQUOT

Specialty Beer: GOOSE ISLAND ROGUE ALES
GROLSCH SIERRA NEVADA
PETES WICKED ALE

Non-Alcohol: CAMERON SPRINGS PERRIER
EVIAN STEWART'S
</TABLE>

NWS has entered into written distribution agreements with several of its
principal suppliers which generally may be extended on an annual basis but are
terminable upon 30 days or 60 days written notice to NWS. In addition, NWS has
informal arrangements with many of its suppliers whereby NWS distributes the
suppliers' products pursuant to purchase orders without written distribution
agreements. Although the written agreements provide NWS with the non-exclusive
right to distribute the suppliers' products in a particular state, in practice
the suppliers have generally selected a distributor to be the exclusive
distributor of specified products in each state. In each of Indiana, Illinois
and Michigan, NWS is presently acting as the exclusive distributor with respect
to virtually all of the products it distributes in that state.

The following chart summarizes information about the leading spirits
suppliers in the United States, their rank in Indiana, Illinois and Michigan,
the length of NWS' relationship with those suppliers and their impact on 1999
revenues.

<TABLE>
<CAPTION>
STATE RANK LENGTH OF
(CALENDAR 1997) COMPANY PERCENTAGE OF
---------------- RELATIONSHIP COMPANY 1999
SUPPLIER (BY U.S. RANK)(1) IN IL MI (IN YEARS)(2) TOTAL REVENUES REPRESENTATIVE BRANDS
- ----------------------------------- ---- ---- ---- --------------- --------------- -----------------------------
<S> <C> <C> <C> <C> <C> <C>
1. Diageo-UDV (3)................. 3 * 1 25 6.6% Smirnoff and Jose Cuervo
2. Seagram........................ 2 2 3 25 35.5 Absolut and Crown Royal
3. Fortune Brands................. 1 6 2 23 16.2 Jim Beam
</TABLE>

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

(1) Based on calendar 1997 industry sales information.

(2) All of the relationships expressed in this column represent the duration of
NWS' relationship with the suppliers or their predecessors in the Indiana
market.

(3) Diageo-UDV represents that portion of Diageo PLC formed by merger between
United Distillers and International Distillers & Vintners. NWS does not
represent Diageo's interest in the Schieffelin & Somerset joint venture
which remains a separate organization.

* Not represented by NWS in the referenced state.

43
<PAGE>
Top United States wine brands and wineries represented by NWS include
Beringer, Canandaigua, Inglenook, Robert Mondavi and Sebastiani. NWS currently
does not distribute wine in Michigan. Major wine producers served by NWS in
Indiana and Illinois include:

<TABLE>
<CAPTION>
STATE LENGTH OF
REPRESENTATION COMPANY
U.S. ---------- RELATIONSHIP
SUPPLIER/WINERY RANK(1) IN IL(2) (IN YEARS)(3) REPRESENTATIVE BRANDS
- ---------------------------------------- --------- ---- ---- --------------- -------------------------------
<S> <C> <C> <C> <C> <C>
Canandaigua Brands...................... 2 X X 25 Inglenook and Paul Masson
Sebastiani Vineyards.................... 5 X X 15 Sebastiani and Vendange
Sutter Home Winery...................... 6 X 5 Sutter Home
Banfi Vintners.......................... 8 X 25 Riunite and Concha y Toro
Beringer Wine Estates................... 10 X X 24 Beringer and Meridian
Seagram................................. 11 X X 25 Sterling and Mumm
</TABLE>

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

(1) Source: 1997 Wine Market Impact Databank Review and Forecast.

(2) NWS does not represent the entire brand portfolio in Illinois.

(3) All of the relationships expressed in this column represent the duration of
NWS' relationship with the suppliers or their predecessors in the Indiana
market.

RELATED OPERATIONS

In addition to its core alcohol-based beverage distribution operations, NWS
conducts related beverage operations through a division, Cameron Springs Water
Company, and through NWS' U.S. Beverage operations. Although not material to
NWS' financial results, Cameron Springs is a leading supplier of bottled water
in Indiana, serving over 9,000 residential and commercial customers. U.S.
Beverage commenced operations as a division of NWS in March, 1997 to market and
sell imported, specialty and microbrewed beers and specialty malt products
nationally. The brand distribution contracts related to the U.S. Beverage
operations are held by an entity which is 50% owned by NWS-Illinois. In select
markets, NWS sells and distributes premium cigars primarily as a complement to
NWS' distribution of fine wines and spirits.

In September, 1998, U.S. Beverage entered into a 15-year agreement with
Bass, PLC granting U.S. Beverage the exclusive U.S. distribution rights for
Hooper's Hooch flavored malt beverage. Management believes that NWS has the
potential for a significant increase in case sales in 1999 over the sales levels
achieved by Bass and that the Hooper's Hooch business should provide U.S.
Beverage with the critical mass to support its nationwide sales and marketing
force.

CUSTOMERS

Most states, including Indiana, Illinois and Michigan, require wine and
spirits retailers to purchase alcohol-based beverages from licensed
distributors. Suppliers in these states may not legally sell directly to retail
customers. NWS' customers fall into two broad categories depending on where the
alcohol-based beverage ultimately will be consumed: on-premise and off-premise.
Off-premise customers include package liquor stores, grocery stores, drug stores
and mass merchandisers. On-premise customers include hotels, restaurants and
bars, and similar establishments. NWS currently serves over 36,000 retail
locations in Indiana, Illinois and Michigan. No single customer represented more
than 6.4% of NWS' 1999 net sales. As is customary in the industry, NWS' products
are generally purchased under standard purchase orders and not under long-term
supply contracts. As a result, backlog is not meaningful in the wholesale
distribution industry.

44
<PAGE>
The following table summarizes NWS' customer base:

<TABLE>
<CAPTION>
PERCENTAGE OF
COMPANY 1999
TYPE OF CUSTOMER REVENUE REPRESENTATIVE CUSTOMERS
- --------------------------------------- --------------- ----------------------------------------------------------
<S> <C> <C>
OFF-PREMISE
Package Stores....................... 40.7% Gold Standard and Cap'n Cork
Grocery stores, drug stores and mass
merchandisers...................... 25.7 Kroger, Dominicks, Marsh, American Stores (Osco),
Walgreens, CVS, Sam's Club, Meijer
Other................................ 5.1 7-Eleven, White Hen, Village Pantry
---
Percent of total................... 71.5%
---
---

ON-PREMISE
Restaurants and Bars................. 18.2% Charlie Trotter's, Hard Rock Cafe, House of Blues,
Morton's, Planet Hollywood, Ruth's Chris
Hotels............................... 1.7 Four Seasons, Hyatt, Hilton
Other................................ 8.7 Crooked Stick Golf Course, the United Center, American
Legion
---
Percent of total................... 28.5%
---
---
</TABLE>

Management believes that the number and diversity of NWS' customers and the
nature of NWS' business strengthens NWS' liquidity. The prompt payment of NWS'
invoices is governed by law in all states in which NWS operates. Indiana has a
15 day credit law beyond which retail customers cannot buy alcohol-based
beverages from any distributor in the market. Illinois has a similar 30 day
credit law. Typically, NWS' bad debt expenses are incurred less than 30 days
after shipment since the credit laws prohibit extension of terms. Average bad
debt expense for the past five years has been less than 0.10% of revenue.

MARKETING AND SALES

SUPPLIER AND CUSTOMER SERVICES. NWS' marketing and sales programs add value
for suppliers and customers beyond storage and distribution. Through its
approximately 600-person marketing and sales force, NWS acts as the field
marketing and merchandising arm of its suppliers by maintaining regular contact
with NWS' off-premise and on-premise customers. NWS customizes national
marketing programs developed by its suppliers for specific retail locations in
seeking to derive maximum benefit for the supplier and customer at each specific
retail location. NWS provides its customers with a wide variety of services,
including conducting promotional events, building product displays, designing
shelf sets, cross-marketing between off-premise and on-premise locations, and,
in Michigan, accounts receivable collection. Management believes that NWS is a
market leader in developing and implementing marketing programs to improve
alcohol-based beverage sales for both suppliers and customers.

MARKETING AND SALES TEAMS. NWS divides its marketing and sales forces by
product brands and geographic region. Field sales representatives provide the
primary source of contact with the customer's retail locations. Brand managers,
who concentrate on a small number of suppliers and brands, are responsible for
product pricing, promotion and all other marketing and sales activity related to
their brands. NWS recently formed a National Accounts Division which is
responsible for customers with a national profile. Sales and marketing personnel
are compensated under various compensation plans which typically combine base
pay with a productivity bonus. Members of senior management also are

45
<PAGE>
very active in maintaining supplier and customer relationships with incentive
compensation based on subsidiary, division or company-wide performance.

SALES AND MARKETING INFORMATION SYSTEMS. NWS' management information
systems are very important to NWS' sales and marketing efforts. Through its
proprietary information systems, NWS seeks to offer improved levels of service
to suppliers and customers through prompt and accurate product deliveries,
demographic information regarding the purchase and sale of alcohol-based
beverages and other important sales and consumption information. Retail
locations can utilize this information to make decisions regarding product
placement in the wine and spirits sections of their stores, while suppliers can
utilize this information to quickly analyze sell-through by product in a
particular customer location.

WAREHOUSING AND DISTRIBUTION

NWS utilizes a series of four master warehouses, three hyper-terminals and
five cross-docking facilities strategically located throughout Indiana, Illinois
and Michigan to store and ship its products pending sale to customers. NWS uses
common carriers to transport products from suppliers to its master warehouses.
Master warehouses located in Chicago, Indianapolis and Detroit serve as the
primary storage facilities for NWS' inventory. A smaller master warehouse is
located in Champaign, Illinois. Upon receipt of the product at one of the master
warehouses, the products are inspected and stored on pallets or in racks.
Temperature-sensitive products, such as fine wines, are stored in
temperature-controlled areas of the warehouses. Hyper-terminals located in
Peoria, Illinois, South Bend, Indiana and Grand Rapids, Michigan stock only high
volume products and provide an extension of the master warehouses. NWS strives
to optimize inventory levels, taking into account minimum out-of-stock
percentages, projected sales, including seasonal demands, periodic supplier
shipments to meet supplier sales requirements and working capital requirements.

NWS' customers ordinarily receive either next day or second-day delivery. In
general, orders are collected during the day for batch routing and order
"picking" at night. The Chicago and Detroit master warehouses each use an
automated material handling system, including scanners, automated conveyors,
dispensers and sorters. Products from the master warehouses are then shuttled
nightly to either a hyper-terminal or a cross-docking facility where the orders
are consolidated and loaded onto delivery trucks. Cross-docking facilities
located in Belleville, Illinois, Evansville, Indiana, and Traverse City, Saginaw
and Escanaba, Michigan further extend the service areas of the master
warehouses. Orders for delivery out of the various cross-docking facilities are
picked in the master warehouses, shipped in during the night, and then
transferred onto local delivery trucks for final delivery. NWS owns or leases a
total fleet of approximately 350 delivery trucks, consisting of 280 delivery
trucks, 18 tractors, 33 trailers, 31 vans and 5 pick-up trucks. To maximize
prompt and efficient product delivery, NWS' fleet is allocated among NWS' master
warehouses, hyper-terminals and cross-docking facilities located throughout
Indiana, Illinois and Michigan.

As a result of a number of factors including state laws and regulations, NWS
maintains independent distribution networks in Indiana, Illinois and Michigan.
The Indiana distribution network operates with the Indianapolis master warehouse
feeding the South Bend hyper-terminal and the Evansville cross-docking facility.
The Michigan distribution network operates with the Detroit master warehouse
feeding the Grand Rapids hyper-terminal and the cross-docking facilities located
in Escanaba, Saginaw and Traverse City. The Illinois distribution network is
separated into the metropolitan Chicago area, and all other service areas. The
Chicago area is serviced out of the Chicago master warehouse, while the
downstate areas are serviced by the smaller Champaign master warehouse, the
Peoria hyper-terminal and the Belleville cross-docking facility.

46
<PAGE>
MANAGEMENT INFORMATION SYSTEMS

NWS employs customized management information systems to more efficiently
utilize its material handling and distribution system. NWS' information systems
help streamline its distribution network from receipt of order through final
delivery by calculating and implementing efficient product selection, optimizing
delivery routes to meet specific delivery times, and allocating the proper types
and volume of products on specific delivery trucks. These information systems,
when used in connection with NWS' material handling systems, have allowed NWS to
more efficiently manage its inventory and minimize its handling costs per case
primarily by reducing labor costs.

NWS' commitment to technology has also advanced its sales and marketing
initiatives. NWS' sales force is equipped with laptop computers which expedites
order entry and provides instant feedback to customers regarding order activity.
NWS provides its customers and suppliers with the ability to directly enter and
track orders via electronic data interchange. In addition, NWS' proprietary
information systems provide its sales and marketing personnel, customers and
suppliers with access to a database of information regarding the purchase and
sale of alcohol-based beverages in specific geographic markets. NWS' suppliers
have immediate access to information regarding product and demographic trends
within specific geographic markets and NWS' customers have access to information
regarding popular products or other trends from similarly situated retail
locations. Management believes that its management information systems enhance
its operating performance and improve its relationships with customers and
suppliers.

FACILITIES

NWS' distribution facilities consist of four master warehouses, three
hyper-terminals and five cross-docking facilities. NWS' corporate headquarters
are located in Indianapolis, Indiana.

The master warehouses, located in Indianapolis, Chicago, Detroit and
Champaign, serve as the primary storage facilities and regional offices for NWS.
The Chicago warehouse contains approximately 650,000 square feet of warehousing
space, including a designated temperature controlled area for
temperature-sensitive products. The Indianapolis warehouse contains
approximately 265,000 square feet of warehousing space, including a designated
temperature controlled area for temperature-sensitive products. In calendar
1997, NWS completed its new Detroit warehouse consisting of approximately
230,000 square feet of warehousing space, including a recently installed
material handling system and eight shipping docks. The Champaign warehouse
contains 50,000 square feet of warehousing space and is designed to hold more
high volume products for delivery to customers in central and southern Illinois.

47
<PAGE>
The following chart lists NWS' warehouses and delivery, production and
office facilities:

<TABLE>
<CAPTION>
TOTAL
OWNED/ SQUARE
LOCATION LEASED FEET PRINCIPAL FUNCTION
------------------------ --------- --------- ----------------------------------------
<S> <C> <C> <C> <C>
INDIANA Indianapolis Owned 265,000 Master Warehouse/Office
South Bend Owned 76,800 Hyper-Terminal/Office
Evansville Owned 5,800 Cross-Docking Facility
Evansville Owned 2,400 Office
Ft. Wayne Leased 5,500 Office
Merrillville Leased 2,600 Office
Indianapolis Owned 3,500 Office (Cameron Springs)
Indianapolis Owned 15,000 Production Plant (Cameron Springs)

ILLINOIS Chicago Owned 650,000 Master Warehouse/Office
Champaign Leased 50,000 Master Warehouse/Office
Peoria Leased 35,000 Hyper-Terminal/Office
Belleville Leased 16,000 Cross-Docking Facility/Office
Rockford Leased 5,000 Office
Springfield Leased 1,000 Office

MICHIGAN Detroit (Brownstown) Leased 230,000 Master Warehouse/Office
Grand Rapids Leased 100,000 Hyper-Terminal/Office
Escanaba Leased 7,500 Cross-Docking Facility/Office
Saginaw Leased 1,000 Cross-Docking Facility
Traverse City Leased 5,000 Cross-Docking Facility
</TABLE>

NWS' lease agreements for the Detroit master warehouse and the Grand Rapids
hyper-terminal each have a ten-year term, expiring April 20, 2007 and January
31, 2007, respectively, and provide NWS with an option to purchase.

COMPETITION

The wine and spirits wholesale distribution business is highly competitive.
The principal competitive factors include service, breadth and availability of
product brands offered and, to a lesser extent, price. Distributors compete for
new suppliers or brands based on reputation, market share, access to customers
and ability to satisfy supplier demands. Given its size, supplier relationships,
distribution networks and low operating costs, NWS is well positioned to compete
in Indiana, Illinois and Michigan. NWS' primary competition in Illinois includes
Romano Brothers and Judge & Dolph. Romano Brothers has recently joined with
Glazer's Wholesale Distributing of Dallas, Texas to enter the Indiana market by
acquiring a controlling interest in Olinger Distributing, the second largest
Indiana distributor and the only meaningful Indiana competitor. None of the ten
largest United States distributors competes with NWS in Michigan.

There are significant barriers to entry into the wholesale wine and spirits
distribution business. These barriers include established supplier-distributor
relationships, specialized distribution equipment such as material handling
systems and delivery vehicles and important industry knowledge regarding
pricing, inventory management and distribution logistics. Historically, it is
extremely rare for organizations not already engaged as wine and spirits
distributors to enter other markets. New distributors typically enter existing
markets through acquisition.

48
<PAGE>
EMPLOYEES

As of March 31, 1999, NWS had approximately 1,550 employees. Approximately
142 employees in Michigan and 418 employees in Illinois are represented by labor
unions. In Illinois, NWS has relationships with three unions:

(1) Teamsters Union Local 744, expiring March 2, 2002;

(2) Liquor and Allied Workers Union Local 3, annual agreements; and

(3) Teamsters, Chauffeurs & Helpers Union Local 50, expiring August 31,
2001.

In Michigan, NWS has relationships with three unions:

(1) Teamsters Union Local 337, expiring March 2, 2001;

(2) Teamsters Union Local 299, expiring March 2, 2001; and

(3) Teamsters Union Local 486, expiring March 2, 2001.

Employees of NWS in Indiana are not represented by any labor unions.

NWS has not experienced any work stoppages in more than 15 years as a result
of labor disputes and considers its employee relations to be good.

REGULATORY CONSIDERATIONS

The manufacturing, importation, distribution and sale of alcohol-based
beverages is subject to regulation by the federal government through the
Department of the Treasury, Bureau of Alcohol, Tobacco and Firearms, as well as
by state and local regulatory agencies. Suppliers, distributors and customers
must be properly licensed in order to sell alcohol-based beverages.

In most states, the alcohol-based beverage industry operates within what is
commonly referred to as a three-tier system of distribution. The three tiers are
identified as follows:

(1) tier one is comprised of suppliers which produce alcohol-based beverages
and/or importers of alcohol-based beverages;

(2) tier two is comprised of distributors, such as NWS; and

(3) tier three is comprised of retail licensees.

Under this system, suppliers sell to distributors, distributors sell to
retailers, and retailers sell to consumers. Suppliers may not sell to retailers
or consumers and distributors may not sell directly to consumers. Most states
prohibit suppliers or distributors from having an interest in retail licensees.
NWS directly and through its affiliates holds federal basic permits and state
permits/licenses as a distributor and importer. Also, NWS-Illinois holds
out-of-state shipper permits that allow it to ship products from one state to a
licensed distributor in any one of the other states.

NWS is required to have each of its officers, directors and principal
stockholders who owns 5% or more of the issued and outstanding stock qualified
by federal and state governmental agencies to have an interest in a licensed
company. NWS' officers, directors and principal stockholders have been, or are
in the process of being, deemed to be qualified parties by ATF and state
regulatory agencies.

Suppliers and retail licensees selling directly to consumers are more
heavily regulated than distributors by governmental authorities. Distributors
like NWS face scrutiny in a number of important areas, including initial
licensing or permitting and sales and marketing activities with or on behalf of
retail customers. The distributors may not give or transfer anything of value to
their customers in exchange for business or other consideration. The definition
of "value" differs from state to state. NWS participates in significant
promotional activities for suppliers and customers. Suppliers also are

49
<PAGE>
increasingly asking distributors to be responsible for activities and related
costs formerly undertaken by suppliers as suppliers pursue ways to reduce their
operating costs. These increased demands will likely challenge distributors,
including NWS, which desire to meet the wishes of their suppliers and customers.
As a result, NWS regularly provides training and education programming for its
sales and marketing personnel.

NWS believes that it is in compliance with applicable regulations in all
material respects. Consistent with industry practice, the sales and marketing
activities permitted by distributors for the benefit of tier one suppliers are
generally regulated by state licensing authorities, many of which regularly
advise distributor representatives of activities that would not be the subject
of enforcement action for failure to comply with all regulations they
administer. NWS relies on such enforcement guidance, which is subject to change
at the discretion of the regulatory authorities, in determining the scope of its
permitted sales and marketing activities.

As part of its regulatory compliance program, NWS is in frequent contact
with regulatory agencies so that NWS can:

(1) be kept current on regulatory developments affecting NWS;

(2) obtain answers from the agencies to questions from company personnel
regarding compliance issues; and

(3) encourage enforcement of applicable laws and regulations on a consistent
basis throughout its markets.

NWS believes that prompt and consistent enforcement by the regulatory agencies
is important and benefits NWS.

LEGAL MATTERS

NWS is involved in litigation from time to time in the ordinary course of
its business. NWS is a party to a lawsuit brought by several drivers of
NWS-Illinois who allege age discrimination and workers' compensation retaliation
and claim back pay and front pay damages of $1.9 million and $1.0 million,
respectively, and the costs of the action. In April, 1999, NWS settled this
lawsuit for approximately $475,000, inclusive of all costs including attorney
fees, payable over five years. Documentation of this settlement has not been
completed or approved. NWS does not believe that an adverse judgment in any
other matter to which NWS is a party would have a significant negative impact on
NWS' financial condition.

ENVIRONMENTAL MATTERS

NWS currently owns and/or leases a number of properties, and historically it
has owned and/or leased others. Under applicable environmental laws, NWS may be
responsible for remediation of environmental conditions relating to the presence
of hazardous substances on such properties. These laws often impose joint and
several liability without regard for whether the property owner or operator knew
of, or was responsible for, the presence of such hazardous substances. In
addition, the presence of such hazardous substances, or the failure to properly
remediate such substances, may negatively impact the property owner's ability to
borrow using the real estate as collateral and to transfer its interest in the
real estate. Although NWS is not aware of the presence of hazardous substances
requiring remediation, there can be no assurance that releases unknown to NWS
have not occurred. Except for blending and bottling a few of its private label
brands, NWS does not manufacture any of the wine or spirit products it sells and
believes that it has conducted its business in substantial compliance with
applicable environmental laws and regulations.

50
<PAGE>
MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth information concerning the directors and
executive officers of NWS who have agreed to serve, subject to the completion of
regulatory filings:

<TABLE>
<CAPTION>
NAME AGE POSITION
- --------------------------------------- --- -------------------------------------------------------------------
<S> <C> <C>
James E. LaCrosse...................... 66 Chairman, President, Chief Executive Officer and Director
Martin H. Bart......................... 66 Sr. Vice President and Director
J. Smoke Wallin........................ 32 Executive Vice President, Chief Financial Officer, Secretary and
Director
James Beck............................. 55 President, NWS-Indiana and Director
Mitchell Stoltz........................ 45 President, NWS-Illinois and Director
Richard P. Paladino.................... 53 President, NWS-Michigan and Director
Richard Quinn.......................... 64 President, Cameron Springs Division and Director
Norma M. Johnston...................... 70 Director
Patricia J. LaCrosse................... 63 Director
Catherine LaCrosse Wallentine.......... 32 Director
</TABLE>

JAMES E. LACROSSE has served as Chairman, President, Chief Executive Officer
and a Director of NWS since December, 1998. Previously, Mr. LaCrosse served as
Chairman and Director of NWS since its formation in 1973, and prior to 1973 was
employed by various companies in a financial capacity. Mr. LaCrosse received an
M.B.A. from Harvard University in 1961 and a B.A. in economics from Wesleyan
University in 1957.

MARTIN H. BART has served as Senior Vice President and a Director of NWS
since December, 1998. Previously Mr. Bart served as Vice Chairman of NWS from
1995 to 1998. Prior to joining NWS, Mr. Bart served in various positions with
the Joseph E. Seagram & Son Company from 1956 to 1993, and retired as Executive
Vice President of Sales and Marketing. Mr. Bart received a B.A. in economics
from Long Island University in 1955.

J. SMOKE WALLIN has served as Executive Vice President, Chief Financial
Officer, Secretary and a Director of NWS since December, 1998. Previously, Mr.
Wallin was Executive Vice President, Corporate Group of NWS from 1993 to 1998.
Mr. Wallin began his career at NWS in 1988 and has served in various positions
including Chief Information Officer and Brand Manager. Mr. Wallin received an
M.B.A. in Finance from Vanderbilt University-Owen School of Management in 1993
and a B.S. in economics from Cornell University in 1989. Mr. Wallin is Mr.
LaCrosse's son-in-law.

JAMES BECK has served as President of NWS-Indiana since 1992. Mr. Beck
joined NWS in 1972, and has served in various positions, including Executive
Vice President of Sales for 14 years prior to being named President of
NWS-Indiana. Mr. Beck has been a Director of NWS since December, 1998. Mr. Beck
received a B.S. in Business from Ball State University in 1968.

MITCHELL STOLTZ has served as President of NWS-Illinois since 1995. Prior to
becoming President, Mr. Stoltz served as Executive Vice President of Sales and
Marketing for NWS-Illinois. Prior to joining NWS in 1992, Mr. Stoltz served as
Vice President and General Manager for Magnolia Marketing Company and as
President for Admiral Wine Company. Mr. Stoltz has been a Director of NWS since
December, 1998. Mr. Stoltz received an M.M. from Northwestern University Kellogg
Graduate School of Management in 1985 and a B.A. in Business from Notre Dame
University in 1976.

RICHARD P. PALADINO has served as President of NWS-Michigan since 1997, and
a Director of NWS since December, 1998. Prior to joining NWS, Mr. Paladino
served as Vice President, Finance and

51
<PAGE>
Operations of United Beverage Company from 1984 to 1994. Mr. Paladino received a
B.S. in Accounting from Notre Dame University in 1967.

RICHARD QUINN has served as President of Cameron Springs Company since 1990.
Mr. Quinn has been a Director of NWS since December, 1998. Mr. Quinn received
his A.B. in English Literature from Brown University in 1959.

NORMA M. JOHNSTON has been a Director of NWS-Indiana since 1976, and a
Director of NWS since December, 1998. Mrs. Johnston served as Secretary of NWS
from 1976 to 1998.

PATRICIA J. LACROSSE has been a Director of NWS since its formation in 1973.
Mrs. LaCrosse received a B.A. from the University of Michigan in 1957. Mrs.
LaCrosse is Mr. LaCrosse's spouse.

CATHERINE LACROSSE WALLENTINE has served as District Sales Manager of
NWS-Illinois since January, 1997, and Director of NWS since December, 1998. Ms.
LaCrosse-Wallentine joined NWS in 1994 and has served in various sales and
marketing positions. Ms. LaCrosse-Wallentine received a B.A. in history from
Indiana University in 1990. Ms. LaCrosse-Wallentine is Mr. LaCrosse's daughter.

COMPENSATION OF DIRECTORS

Directors of NWS have in the past received $3,000 per year for serving as
directors. After the exchange offer, employees of NWS who are also directors of
NWS will not receive any fees or compensation for their services as directors.
NWS will reimburse directors for their expenses incurred in connection with
their activities as directors. Not later than July 31, 1999, NWS intends to
elect up to four independent directors to its Board of Directors and will, at
that time, modify its director compensation policy.

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<PAGE>
EXECUTIVE COMPENSATION

The following table sets forth the compensation paid by NWS to James E.
LaCrosse, Chief Executive Officer, and to each of the four most highly
compensated executive officers of NWS for 1999:

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
ANNUAL COMPENSATION
-------------------------------------------------------
OTHER ANNUAL ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION COMPENSATION(1)
- ------------------------------------------------ --------- ---------- ---------- ------------- ----------------
<S> <C> <C> <C> <C> <C>
James E. LaCrosse .............................. 1999 $ 383,115 $ -- $ 5,132(2) $ 240,414(3)
Chairman, President and CEO

J. Smoke Wallin ................................ 1999 162,000 26,000 5,363(4) 8,100
Executive Vice President, Chief Financial
Officer and Secretary

James Beck ..................................... 1999 139,192 150,000 1,831(4) 7,972
President, NWS-Indiana

Mitchell Stoltz ................................ 1999 165,000 30,000 4,429(5) 7,803
President, NWS-Illinois

Richard Paladino ............................... 1999 125,000 -- -- 6,129
President, NWS-Michigan
</TABLE>

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

(1) Includes employer 401(k) Plan contributions in the following amounts:Mr.
LaCrosse, $6,414; Mr. Wallin, $8,100; Mr. Beck, $7,972; Mr. Stoltz, $7,803;
and Mr. Paladino, $6,129.

(2) Consists of $3,405 representing personal use of a company supplied
automobile and $1,728 representing payments by NWS for medical insurance
premiums.

(3) Includes $234,000 of life insurance premiums paid by NWS on behalf of Mr.
LaCrosse and for the benefit of the LaCrosse family trust for estate
planning purposes. NWS expects the premiums paid on behalf of Mr. LaCrosse
in the future will remain at their current annual rate. Upon the death of
Mr. LaCrosse or termination of the life insurance policies, NWS is entitled
to repayment out of the proceeds of the policies of all premiums paid on
behalf of Mr. LaCrosse for the benefit of the LaCrosse family trust since
the inception of the policy in 1994.

(4) Represents personal use of a company supplied automobile.

(5) Consists of $829 representing personal use of a company supplied automobile,
and $3,600 representing payments by NWS of country club dues.

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<PAGE>
RELATED TRANSACTIONS

From time to time, NWS-Indiana has loaned money to its principal
shareholders, James E. LaCrosse and Norma M. Johnston, the primary purpose of
which was to provide the necessary funds to finance start-up expenses and
working capital needs of NWS-Illinois, an affiliated company owned prior to the
reorganization by Mr. LaCrosse, Mrs. Johnston and Martin H. Bart. As of March
31, 1999, total indebtedness of Mr. LaCrosse and Mrs. Johnston to NWS-Indiana
was $10.0 million. The indebtedness, which is presently due upon demand, bears
interest at the prime lending rate of NWS' principal lending institution, which
was 8.25% at March 31, 1999. The proceeds of the loans were provided by Mr.
LaCrosse and Mrs. Johnston to NWS-Illinois in the form of loans or additional
capital contributions. As of March 31, 1999, NWS-Illinois was indebted to Mr.
LaCrosse and Mrs. Johnston in the amount of $4.6 million. This indebtedness to
Mr. LaCrosse and Mrs. Johnston, which matures in 2009, is subordinated to the
notes and the new credit facility, and bears interest at the prime lending rate
of NWS' principal lending institution, which was 8.25% at March 31, 1999. The
obligations of NWS-Illinois under the subordinated shareholder notes are
expressly subject to timely payment by Mr. LaCrosse and Mrs. Johnston of their
obligations under their notes to NWS-Indiana.

On July 27, 1998, Mr. LaCrosse transferred substantially all of his
non-voting stock to a family trust for estate-planning purposes. As a part of
this transfer and in addition to normal distributions for tax purposes, NWS
expects that Mr. LaCrosse will cause NWS to make special distributions to Mr.
LaCrosse, the trust and Mrs. Johnston, subject to the terms and conditions
contained in the indenture, including the limitation on restricted payments, and
the new credit facility. The special distributions will be subject to, among
other conditions, payments to NWS-Indiana by Mr. LaCrosse and Mrs. Johnston of
amounts not less than the special distributions under the terms of the notes of
Mr. LaCrosse and Mrs. Johnston to NWS-Illinois. The terms of the new credit
facility allows, subject to various conditions and limitations, the special
distributions.

NWS-Indiana and NWS-Illinois have operated as S corporations under the Code,
and their respective subsidiaries have all operated as qualified subchapter S
subsidiaries under the Code or other similarly taxed pass-through entities. NWS
has elected to be treated as an S corporation under the Code and for each of its
subsidiaries to be qualified subchapter S subsidiaries under the Code or similar
pass-through entities for tax purposes. NWS-Indiana, NWS-Illinois and their
respective subsidiaries have not been subject to tax on their respective net
taxable incomes, and their respective shareholders have been directly subject to
tax on their respective proportionate shares of such net taxable income.
NWS-Indiana and NWS-Illinois have historically made cash distributions to Mr.
LaCrosse, the LaCrosse Family Trust, Mrs. Johnston and Mr. Bart in amounts equal
to or greater than their respective tax obligations related to the S Corp.
Businesses. The aggregate amount of these distributions during 1997, 1998 and
1999 were $6.1 million, $2.8 million and $3.2 million, respectively. The terms
of the indenture and the new credit facility permit NWS to make distributions to
shareholders with respect to their tax liabilities subject to various conditions
and limitations.

NWS-Illinois also paid a company owned by Mr. Bart $0.2 million during 1999
for consulting services provided by Mr. Bart to NWS-Illinois. During 1998,
NWS-Indiana entered into a five year non-compete agreement with James Beck,
president of NWS-Indiana and a Director of NWS, under which Mr. Beck was paid
$0.3 million by NWS. NWS-Indiana obtained various inventory and other property
related to the wholesale cigar distribution business previously operated by Mr.
Beck.

NWS pays "split-dollar" insurance premiums on seven insurance policies with
a fair value of $14.0 million on the lives of Mr. LaCrosse and Mrs. Johnston.
NWS is entitled to receive reimbursement for all premiums paid out of the
proceeds of these policies upon the death of Mr. LaCrosse and Mrs. Johnston.
Premiums paid by NWS were $320,000 in 1999, and $264,000 for the years ended
March 31, 1998 and 1997. The LaCrosse Family Trust is the beneficiary of those
policies.

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<PAGE>
PRINCIPAL STOCKHOLDERS

NWS has two authorized classes of capital stock, voting common stock and
non-voting common stock. The following table sets forth the beneficial ownership
following the reorganization of NWS' voting common stock:

(1) by each person known by NWS to beneficially own 5% or more of NWS'
voting common stock, and

(2) by all executive officers and directors of NWS as a group.

Except for Mr. LaCrosse and Mrs. Johnston, who have sole voting and
investment power with respect to their voting common stock, no other executive
officer or director owns any shares of NWS' voting common stock.

<TABLE>
<CAPTION>
NUMBER OF
NAME AND ADDRESS SHARES PERCENT
- ----------------------------------------------------------------------- ----------- -----------
<S> <C> <C>
James E. LaCrosse ..................................................... 86,520 83%
700 West Morris Street
Indianapolis, Indiana 46225

Norma M. Johnston ..................................................... 18,000 17
700 West Morris Street
Indianapolis, Indiana 46225

All executive officers and directors as a group (9 persons) ........... 104,520 100
</TABLE>

The stockholders of NWS have entered into stockholder agreements with each
other and NWS. Such agreements contain restrictions relating to transfers of
stock and provide for rights to purchase and sell stock of each corporation,
among other matters. In particular, the stockholder agreement with NWS governs
the transferability of Mrs. Johnston's stock in NWS. The LaCrosse family is
obligated to purchase Mrs. Johnston's stock at her death or during her lifetime
should she decide to sell. NWS becomes obligated to purchase only if the
LaCrosse family refuses or fails to purchase. The LaCrosse family and NWS also
have the right to purchase Mrs. Johnston's stock at the death of Mr. LaCrosse.
Any obligation of NWS to purchase the stock owned by Mrs. Johnston is subject to
the terms of the indenture and the new credit facility. No right to purchase
stock owned by Mr. LaCrosse or a trust for the benefit of his family exists in
favor of Mrs. Johnston.

The stockholders have also agreed not to take any action or effect any
transfer that would cause NWS or any of its subsidiaries to fail to qualify as
an S corporation or other pass-through entity for federal income tax purposes.
In addition, the stockholders have entered into a tax indemnification agreement
whereby they have agreed to indemnify NWS and its subsidiaries for any loss that
may arise in the event NWS or any of its subsidiaries should fail to maintain
its pass-through status.

The LaCrosse family and NWS own life insurance policies on behalf of Mrs.
Johnston in face amount of $4.0 million and $0.5 million, respectively.

55
<PAGE>
DESCRIPTION OF CREDIT FACILITY AND OTHER INDEBTEDNESS

The following description summarizes NWS' new credit facility and
indebtedness expected to be outstanding immediately following the exchange
offer.

NEW CREDIT FACILITY

GENERAL. In January, 1999, NWS entered into a new credit facility with NBD
Bank, on behalf of itself and as agent for a syndicate of other lenders. The new
credit facility provides for revolving loans to NWS and the issuance of letters
of credit for the account of NWS in an aggregate principal and stated amount at
any time not to exceed $60 million, of which not more than $5 million may be
represented by letters of credit.

Loans under the new credit facility are available at any time within five
years after the closing date. Letters of credit under the new credit facility
will be available at any time on and after the closing date. The obligations of
NWS under the new credit facility will be guaranteed by the guarantors.

INTEREST RATES AND COMMITMENT FEES. At NWS' option, the interest rates per
annum applicable to the new revolving credit facility are either the base rate
or the eurodollar rate plus margins ranging from 0% to 1.25% for base rate
revolving loans and 1.0% to 3.0% for eurodollar rate revolving loans. The base
rate is the highest of:

(1) NBD's prime rate, and

(2) the federal funds effective rate plus 0.50%.

The applicable margins depend upon two factors. First, NWS may elect advance
rates on accounts receivable and inventory of

(A) 80% accounts receivable and 60% inventory;

(B) 75% accounts receivable and 55% inventory; and

Second, NWS' ratio of EBITDA as defined in the new credit facility to net
interest expense is determined to complete the pricing matrix. The pricing under
the new credit facility improves as NWS' advance rates decline and its interest
coverage improves. The margin in respect of the new credit facility is the base
rate plus .50% and eurodollar rate plus 2.25% and is subject to adjustment after
three months following the closing date based on the ratio of NWS' EBITDA to net
interest expense.

NWS pays a commission on the face amount of all outstanding letters of
credit at a per annum rate equal to the applicable margin then in effect with
respect to the eurodollar rate loans under the new credit facility. A fronting
fee equal to 0.25% per annum on the face amount of each letter of credit is also
payable annually in advance to NBD Bank for its own account. NWS pays a per
annum commitment fee ranging from 0.25% to 0.50% on the undrawn portion of the
commitments in respect of the new revolving credit facility. This commitment fee
which initially is 0.50% on the undrawn portion is subject to adjustment after
three months following the closing date based on the ratio of NWS' EBITDA to net
interest expense.

COLLATERAL. The new credit facility is secured by first priority security
interests in all the accounts receivable and inventories of NWS, NWS-Indiana,
NWS-Illinois, NWS-Michigan and NWS-LLC, as well as a pledge of intercompany
notes evidencing loans from NWS to its subsidiaries. These intercompany notes
are also secured by a second priority security interest in the accounts
receivable and inventories of the subsidiaries and are limited in aggregate
amount to the balance at any time outstanding under the new credit facility. The
terms of the pledge agreement and other related security documents in favor of
the banks under the new credit facility related to the intercompany indebtedness
expressly limit the collateral to the underlying accounts receivable and
inventory.

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<PAGE>
COVENANTS. The new credit facility contains a number of significant
covenants that, among other things, restricts the ability of NWS and the
guarantors to do the following:

- dispose of assets;

- incur additional indebtedness;

- pay dividends;

- create liens on assets;

- make investments or acquisitions;

- engage in mergers or consolidations;

- make capital expenditures;

- or engage in transactions with affiliates and otherwise restrict corporate
activities.

The new credit facility also limits NWS' ability to repurchase the notes in the
event of a change of control. In addition, under the new credit facility NWS is
required to comply with a minimum EBITDA interest coverage ratio of not less
than 1.5 to 1.0 increasing on March 31, 2000 to 1.75 to 1.0 and a funded debt
maximum of 7.5 to 1.0 decreasing on September 30, 1999 to 6.5 to 1.0.

EVENTS OF DEFAULT. Events of default under the new credit facility include
the following:

- nonpayment of principal when due;

- nonpayment of interest, fees or other amounts after a grace period of five
days;

- material inaccuracy of representations and warranties;

- violation of covenants, subject to customary grace periods;

- cross-default;

- bankruptcy events;

- various ERISA events;

- material judgments;

- actual or asserted invalidity of any material provision of any guarantee
or security document, or any security interest; and

- a change of control.

Upon the occurrence of an event of default, NBD Bank may, in its capacity as
administrative agent, accelerate payments due under the new credit facility.

OTHER INDEBTEDNESS

NWS is obligated under loans from third parties and shareholders of NWS.
NWS' master warehouse in Indianapolis, Indiana has been financed with proceeds
from industrial revenue bonds with favorable rates. The bonds had a principal
balance of $0.3 million at March 31, 1999, mature in 2003 and are secured by the
Indianapolis master warehouse. NWS is also obligated to a former employee in the
principal amount of $0.4 million which matures on June 30, 1999 and under an
unsecured non-compete agreement with a former stockholder which had a principal
balance of $0.6 million at March 31, 1999 and matures on April 1, 2000.
NWS-Illinois has unsecured notes payable to James E. LaCrosse and Norma Johnston
in the amount of $4.6 million at March 31, 1999. All of these notes are
subordinated to the notes and the new credit facility. The notes due Mr.
LaCrosse and Mrs. Johnston will accrue interest at NBD's prime rate, will mature
in 2009 and may be prepaid at any time by NWS-Illinois, subject to the
limitations contained in the indenture and the new credit facility.

57
<PAGE>
DESCRIPTION OF THE EXCHANGE NOTES

GENERAL

You can find the definitions of terms used in this description under the
subheading "Definitions". In this description, "NWS" refers only to National
Wine & Spirits, Inc.

NWS will issue the exchange notes under the indenture dated January 25, 1999
among itself, the guarantors and the trustee. The terms of the exchange notes
include those stated in the indenture and those made part of the indenture by
reference to the Trust Indenture Act of 1939. As of March 31, 1999, NWS and its
subsidiaries would have had approximately $116.3 million of outstanding
unsubordinated indebtedness excluding the guarantees of which approximately $4.7
million would have been secured indebtedness.

The following description summarizes the indenture. It does not restate the
indenture in its entirety. We urge you to read the indenture because it, and not
this description, defines your rights as holders of these notes. We have filed
copies of the indenture as an exhibit to the registration statement which
includes this prospectus.

BRIEF DESCRIPTION OF THE NOTES AND THE GUARANTEES

THE NOTES

These notes:

- are general unsecured obligations of NWS;

- are subordinated in right of payment to all existing and future secured
debt of the NWS;

- are senior in right of payment to any existing and future subordinate debt
of NWS; and

- are unconditionally guaranteed by the guarantors.

Because the operations of NWS are conducted through its subsidiaries, it is
dependent upon the cash flow of its subsidiaries to meet its obligations,
including its obligations under the exchange notes. As of the date of the
indenture, all of NWS' subsidiaries will be Restricted Subsidiaries. However,
under certain circumstances, NWS will be able to designate current or future
subsidiaries as Unrestricted Subsidiaries. Unrestricted Subsidiaries will not be
subject to many of the restrictive covenants contained in the indenture.

THE GUARANTEES

These notes are guaranteed by the following subsidiaries of NWS:

NWS--Indiana

NWS--Illinois

NWS--Michigan

NWS--LLC

The guarantees of these notes:

- are general unsecured obligations of each guarantor;

- are subordinated to all existing and future secured indebtedness of each
guarantor, including guarantees under the new credit facility, which will
be secured by the guarantors' inventory and accounts receivable and the
pledge of intercompany notes evidencing Credit Facility Intercompany
Indebtedness, which notes are also secured by a second priority security
interest in

58
<PAGE>
all the accounts receivable and inventories of the guarantors and which
are at all times limited in aggregate amount to the balance at any time
outstanding under the new credit facility; and

- are senior in right of payment to any existing and future subordinate
indebtedness of each guarantor.

As of March 31, 1999, the guarantors had approximately $1.6 million of
outstanding unsubordinated indebtedness in addition to their guarantees of the
exchange notes and the guarantees of the new credit facility.

PRINCIPAL, MATURITY AND INTEREST

NWS will issue notes with a maximum aggregate principal amount of $110.0
million in denominations of $1,000 and integral multiples of $1,000. The notes
will mature on January 15, 2009.

Interest on the notes will accrue at the rate of 10.125% per annum and will
be payable semi-annually in arrears on January 15 and July 15, commencing on
July 15, 1999, NWS will make each interest payment to the holders of record on
the immediately preceding December 31 and June 30.

Interest on the notes will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from the date of
original issuance. Interest will be computed on the basis of a 360-day year
comprised of twelve 30-day months.

METHODS OF RECEIVING PAYMENTS ON THE NOTES

If a holder has given wire transfer instructions to NWS, NWS will make all
principal, premium and interest payments on those notes in accordance with those
instructions. All other payments on these notes will be made at the office or
agency of NWS within the City and State of New York unless NWS elects to make
interest payments by check mailed to the holders at their address set forth in
the register of holders.

PAYING AGENT AND REGISTRAR FOR THE NOTES

The trustee will initially act as paying agent and registrar. Until
otherwise designated by NWS, its office or agency in New York will be the office
of the trustee maintained for such purpose.

As of the date of the indenture, all of our subsidiaries will be "Restricted
Subsidiaries." However, under the circumstances described below under the
subheading "Certain Covenants--Designation of Restricted and Unrestricted
Subsidiaries," we will be permitted to designate some of our subsidiaries as
"Unrestricted Subsidiaries." Unrestricted Subsidiaries will not be subject to
many of the restrictive covenants in the indenture. Unrestricted Subsidiaries
will not guarantee these notes.

OPTIONAL REDEMPTION

NWS may redeem the notes, in whole or in part, at any time and from time to
time after January 15, 2004 and prior to maturity. The notes may be redeemed at
the following redemption prices, expressed as percentages of principal amount
plus accrued and unpaid interest, if any, to the applicable redemption date, if
redeemed during the twelve-month period beginning on January 15 of the years
indicated below:

<TABLE>
<CAPTION>
YEAR PERCENTAGE
- ---------------------------------------------------------------------------------- -----------
<S> <C>
2004.............................................................................. 105.0625%
2005.............................................................................. 103.3750%
2006.............................................................................. 101.6875%
2007 and thereafter............................................................... 100.0000%
</TABLE>

59
<PAGE>
In addition, prior to January 20, 2002, NWS may redeem up to 33.33% of the
aggregate principal amount of the notes with the proceeds of one or more equity
offerings by NWS at a redemption price of 110.125% of the principal amount, plus
accrued and unpaid interest, if any, to the redemption date. However, at least
66.67% of the original amount of the notes must remain outstanding after each
such redemption. In addition such redemption must occur within 45 days of the
date of the closing of each such public offering.

SELECTION AND NOTICE OF REDEMPTION

In the event that less than all of the notes are redeemed pursuant to any
optional redemption, selection of the notes for redemption will be made by the
trustee on a pro rata basis, by lot or by such method as the trustee shall deem
fair and appropriate. No notes of $1,000 or less may be redeemed in part.
Notices of redemption must be mailed by first-class mail at least 30 but not
more than 60 days before the redemption date to each holder of notes to be
redeemed at the holder's registered address.

If any note is to be redeemed in part only, the notice of redemption that
relates to such note must state the portion of the principal amount or principal
amount at maturity, as the case may be, to be redeemed. A note in a principal
amount equal to the unredeemed portion will be issued in the name of the holder
upon cancellation of the original note. On and after the redemption date,
interest will cease to accrue on notes or portions thereof called for redemption
as long as NWS has deposited with the paying agent for the notes funds in
satisfaction of the applicable redemption price pursuant to the indenture.

MANDATORY REDEMPTION

Except as set forth below under "Repurchase at the Option of Holders," NWS
is not required to make mandatory redemption or sinking fund payments with
respect to the exchange notes.

REPURCHASE AT THE OPTION OF HOLDERS

CHANGE OF CONTROL

If there is a change of control, each holder of notes will have the right to
require NWS to repurchase all or any part, equal to $1,000 or an integral
multiple thereof, of such holder's notes at a price in cash equal to 101% of the
principal amount plus accrued and unpaid interest, if any, to the date of
purchase. A, "CHANGE OF CONTROL" means:

(1) the sale, lease, transfer, conveyance or other disposition, other than
by way of merger or consolidation, in one or a series of related
transactions, of all or substantially all of the assets of NWS and its
Restricted Subsidiaries taken as a whole to any "person", as such term is
used in Section 13(d)(3) of the Exchange Act, other than James E.
LaCrosse or his Related Parties;

(2) the adoption of a plan relating to the liquidation or dissolution of
NWS;

(3) the consummation of any transaction including, without limitation, any
merger or consolidation, the result of which is that any person, other
than James E. LaCrosse and his Related Parties, becomes the "beneficial
owner", as defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act,
except that a person shall be deemed to have "beneficial ownership" of
all securities that such person has the right to acquire, whether such
right is currently exercisable or is exercisable only upon the occurrence
of a subsequent condition, directly or indirectly, of more than 40% of
the voting stock of NWS, measured by voting power rather than number of
shares;

(4) the first day on which a majority of the members of the Board of
Directors of NWS are not continuing directors; or

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<PAGE>
(5) NWS consolidates with, or merges with or into, any person or sells,
assigns, conveys, transfers, leases or otherwise disposes of all or
substantially all of its assets to any person, or any person consolidates
with, or merges with or into, NWS, in any such event pursuant to a
transaction in which any of the outstanding voting stock of NWS is
converted into or exchanged for cash, securities or other property, other
than any such transaction where the voting stock of NWS outstanding
immediately prior to such transaction is converted into or exchanged for
voting stock, other than Disqualified Stock, of the surviving or
transferee person constituting a majority of the outstanding shares of
such voting stock of such surviving or transferee person immediately
after giving effect to such issuance.

The definition of change of control includes a phrase relating to the sale,
lease, transfer, conveyance or other disposition of "all or substantially all"
of the assets of NWS and its subsidiaries taken as a whole. Although there is a
developing body of case law interpreting the phrase "substantially all," there
is no precise established definition of the phrase under applicable law.
Accordingly, the ability of a holder of notes to require NWS to repurchase such
notes as a result of a sale, lease, transfer, conveyance, or other disposition
of less than all of the assets of NWS and its subsidiaries taken as a whole to
another person or group may be uncertain.

Within ten days following any change of control, NWS will mail a notice to
each holder describing the transaction or transactions that constitute the
change of control and offering to repurchase the notes on a specified date,
which shall be no earlier than 30 days and no later than 60 days from the date
such notice is mailed, pursuant to the procedures required by the indenture and
described in such notice.

On the change of control payment date, NWS will, to the extent lawful:

(1) accept for payment all notes or portions thereof properly tendered
pursuant to the change of control offer,

(2) deposit with the trustee an amount equal to the change of control
payment in respect of all notes or portions thereof so tendered; and

(3) deliver or cause to be delivered to the trustee the notes so accepted
together with an officers' certificate stating the aggregate principal
amount of the notes or portions thereof being purchased by NWS.

The trustee will promptly mail to each holder of the notes so tendered the
change of control payment for such notes, and the trustee will promptly
authenticate and mail, or cause to be transferred by book entry, to each holder
a new note equal in principal amount to any unpurchased portion of the notes
surrendered, if any; provided that each such new note will be in a principal
amount of $1,000 or an integral multiple thereof. NWS will publicly announce the
results of the change of control offer on or as soon as practicable after the
change of control payment date.

NWS will comply with the requirements of Rule 14e-1 under the Exchange Act
and any other securities laws and regulations thereunder to the extent such laws
and regulations are applicable in connection with this covenant.

The change of control provisions described above will be applicable whether
or not any other provisions of the indenture are applicable. Except as described
above with respect to a change of control, the indenture does not contain
provisions that permit the holders of the notes to require that NWS repurchase
or redeem the notes in the event of a takeover, recapitalization or similar
transaction.

The new credit facility prohibits events that would constitute a change of
control and limits NWS' ability to repurchase notes in the event of a change of
control. In addition, the exercise by the holders of notes of their right to
require NWS to repurchase the notes could cause a default under such
indebtedness, even if the change of control itself does not, due to the
financial effect of such

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<PAGE>
repurchases on NWS. Finally, NWS' ability to pay cash to the holders of exchange
notes upon a repurchase may be limited by NWS' then existing financial
resources.

NWS will not be required to make a change of control offer if a third party
makes the change of control offer in the manner, at the times and otherwise in
compliance with the requirements set forth in the indenture applicable to a
change of control offer made by NWS and purchases all notes validly tendered and
not withdrawn under such change of control offer.

ASSET SALES

NWS will not, and will not permit any of its Restricted Subsidiaries to,
consummate an Asset Sale unless:

(1) NWS or the Restricted Subsidiary receives consideration at the time of
such Asset Sale at least equal to the fair market value of the assets or
equity interests issued or sold or otherwise disposed of;

(2) such fair market value is determined by NWS' Board of Directors and
evidenced by a resolution of the Board of Directors set forth in an
officers' certificate delivered to the trustee; and

(3) at least 75% of the consideration received by NWS or such Restricted
Subsidiary is in the form of cash.

However, NWS may do the following without complying with clause (3) above:

(1) sell its Cameron Springs bottled water business for fair market value,
provided that the non-cash consideration received is in the form of
securities registered under the Securities Act or subject to a
registration rights agreement providing for registration under the
Securities Act within 90 days after the sale; and

(2) sell beer franchises, brand labels and distribution rights of
NWS-Illinois or sell all or part of its U.S. Beverage operations for fair
market value, including cash royalty payments or cash payments over time.

For the purposes of this provision, the following shall be deemed to be cash:

- any liabilities, as shown on NWS' or such Restricted Subsidiary's most
recent balance sheet, of NWS or any Restricted Subsidiary, other than
contingent liabilities and liabilities that are by their terms
subordinated to the notes or guarantee, that are assumed by the transferee
of any such assets pursuant to a customary novation agreement that
releases NWS or such Restricted Subsidiary from further liability; and

- any securities, notes or other obligations received by NWS or any such
Restricted Subsidiary from such transferee that are converted by NWS or
such Restricted Subsidiary into cash to the extent of the cash received
within 10 business days.

Within 360 days after the receipt of any net proceeds from an Asset Sale,
NWS may apply such net proceeds at its option:

(1) to repay indebtedness under a credit facility and to reduce commitments
with respect to revolving borrowings so long as the repayment does not
affect NWS' Borrowing Base;

(2) to acquire all or substantially all of the assets of, or a majority of
the voting stock of, another Permitted Business;

(3) to make a capital expenditure; or

(4) to acquire other long-term assets that are used or useful in a Permitted
Business.

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Pending the final application of any such net proceeds, NWS may temporarily
reduce revolving credit borrowings or otherwise invest such net proceeds in any
manner that is not prohibited by the indenture.

Any net proceeds from Asset Sales that are not applied or invested as
provided in the preceding paragraph will constitute excess proceeds. When the
aggregate amount of excess proceeds exceeds $10 million, NWS will be required to
make an "Asset Sale Offer" to all holders of notes to purchase the maximum
principal amount of notes and any other equally ranking indebtedness, including
a comparable asset sale covenant that may be purchased out of the excess
proceeds. The offer price in any Asset Sale Offer will be in cash in an amount
equal to 100% of the principal amount plus accrued and unpaid interest, if any,
to the date of purchase. If any excess proceeds remain after consummation of an
Asset Sale Offer, NWS may use such excess proceeds for general corporate
purposes. If the aggregate principal amount of notes and such other equally
ranking indebtedness surrendered by holders exceeds the amount of excess
proceeds, the notes and such other equally ranking indebtedness shall be
purchased on a pro rata basis. Upon completion of such offer to purchase, the
amount of excess proceeds shall be reset at zero.

CERTAIN COVENANTS

RESTRICTED PAYMENTS

NWS will not, and will not permit any of its Restricted Subsidiaries to,
directly or indirectly:

(1) declare or pay any dividend or make any other payment or distribution on
account of its or any of its Restricted Subsidiaries' equity interests,
including payments in connection with any merger or consolidation
involving NWS, or to the direct or indirect holders of NWS' or any of its
Restricted Subsidiaries' equity interests in their capacity as such other
than dividends or distributions payable in equity interests (other than
Disqualified Stock) of NWS or to NWS or any of its Restricted
Subsidiaries of NWS;

(2) purchase, redeem or otherwise acquire or retire for value any equity
interests of NWS or any direct or indirect parent of NWS or other
affiliate of NWS, other than any such equity interests owned by NWS or
any Restricted Subsidiary of NWS, that is not a Permitted Investment;

(3) make any payment on or with respect to, or purchase, redeem, defease or
otherwise acquire or retire for value any indebtedness that is
subordinated to the notes, except a payment of interest or principal at
stated maturity;

(4) make any payment of salary, bonus, and any other cash compensation,
including split-dollar insurance premiums, that is characterized as
income on Form W-2 to or for the benefit of any person who is a
beneficial owner of more than 10% of the outstanding voting stock of NWS,
or to or for the benefit of any immediate family member, as defined in
Rule 16a1-(e) under the Exchange Act, of such person, in excess of
$950,000 annually for any individual or in excess of $2.5 million
annually in the aggregate for all such individuals;

(5) make any cash payment, including any repurchase or redemption, after the
date of the indenture on any Indebtedness owing to any shareholder on any
NWS-Illinois Shareholder Subordinated Exchange Note; or

(6) make any Restricted Investment; all such payments and other actions set
forth in clauses (1) through (5) above being collectively referred to as
"Restricted Payments",

unless, at the time of and after giving effect to such Restricted Payment:

(1) no default or event of default shall have occurred and be continuing or
would occur as a consequence thereof;

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(2) NWS would, at the time of such Restricted Payment and after giving pro
forma effect thereto as if such Restricted Payment had been made at the
beginning of the applicable four-quarter period, have been permitted to
incur at least $1.00 of additional Indebtedness pursuant to the Fixed
Charge Coverage Ratio test set forth in the first paragraph of
"--Incurrence of Indebtedness and Issuance of Preferred Stock"; and

(3) such Restricted Payment, together with the aggregate amount of all other
restricted payments made by NWS and its Restricted Subsidiaries after the
date of the indenture, excluding Restricted Payments permitted by clauses
(2), (3), (4) and (5) of the next succeeding paragraph, is less than the
sum of:

(a) 50% of the Consolidated Net Income of NWS for the period, taken as
one accounting period from the beginning of the first fiscal quarter
commencing after the date of the indenture to the end of NWS' most
recently ended fiscal quarter for which internal financial statements
are available at the time of such Restricted Payment, or, if such
Consolidated Net Income for such period is a deficit, less 100% of
such deficit, plus

(b) 100% of the aggregate net cash proceeds received by NWS from the
issue or sale since the date of the indenture of equity interests of
NWS, other than Disqualified Stock, or of Disqualified Stock or debt
securities of NWS that have been converted into such equity
interests, other than equity interests, or Disqualified Stock or
convertible debt securities, sold to a subsidiary of NWS and other
than Disqualified Stock or convertible debt securities that have been
converted into Disqualified Stock, and 100% of the capital
contributions received by NWS after the date of the indenture in
cash, plus

(c) one year and one day after the date of such receipt, 100% of the cash
payments received by NWS or a Restricted Subsidiary of NWS after the
date of the indenture on a Company Shareholder Note Receivable, plus

(d) to the extent that any Restricted Investment that was made after the
date of the indenture is sold for cash or otherwise liquidated or
repaid for cash, the lesser of:

- the cash return of capital with respect to such Restricted
Investment, less the cost of disposition, if any, and

- the initial amount of such Restricted Investment, plus

(e) 50% of any dividends received by NWS or a Controlled Subsidiary after
the date of the indenture from an Unrestricted Subsidiary of NWS, to
the extent that such dividends were not otherwise included in
Consolidated Net Income of NWS for such period.

So long as the default has occurred and is continuing or would be caused
thereby, the preceding provisions will not prohibit:

(1) The payment of any dividend within 60 days after the date of declaration
thereof, if at said date of declaration such payment would have complied
with the provisions of the indenture;

(2) The redemption, repurchase, retirement, defeasance or other acquisition
of any PARI PASSU or subordinate indebtedness or equity interests of NWS
in exchange for, or out of the net cash proceeds of the substantially
concurrent sale, other than Disqualified Stock; PROVIDED that the amount
of any such net proceeds that are utilized for any such redemption,
repurchase, retirement, defeasance or other acquisition shall be excluded
from clause (3)(b) above;

(3) The defeasance, redemption, repurchase or other acquisition of
subordinated indebtedness with the net cash proceeds from an incurrence
of Permitted Refinancing Indebtedness;

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(4) The payment of any dividend by a Restricted Subsidiary to the holders of
its common equity interests on a pro rata basis;

(5) The payment of the Permitted Quarterly Tax Distributions to the holders
of capital stock of any of the S-Corp. Businesses as described below; and

(6) The payment of any Restricted Payments not otherwise permitted in an
aggregate amount not exceeding $2.5 million.

For so long as each S-Corp. Business qualifies as a pass-through entity for
federal income tax purposes, such S-Corp. Business may make cash distributions
to its shareholders or members, during each Quarterly Payment Period, in an
aggregate amount not to exceed the Permitted Quarterly Tax Distribution in
respect of the related Estimation Period. If any portion of a Permitted
Quarterly Tax Distribution is not distributed during such Quarterly Payment
Period, the Permitted Quarterly Tax Distribution payable during the immediately
following Quarterly Payment Period shall be increased by such undistributed
portion.

Within 10 days following NWS' filing of Internal Revenue Service Form 1120S
for the immediately preceding taxable year, the Tax Amounts CPA shall file with
the trustee a written statement indicating in reasonable detail the calculation
of the True-up Amount. In the case of a True-up Amount due to the shareholders
or members, the Permitted Quarterly Tax Distribution payable during the
following Quarterly Payment Periods shall be increased by such True-up Amount.
In the case of a True-up Amount due to NWS, the Permitted Quarterly Tax
Distribution payable during the following Quarterly Payment Periods shall be
reduced by such True-up Amount and the excess, if any, of the True-up Amount
over such Permitted Quarterly Tax Distribution shall be applied to reduce the
following Permitted Quarterly Tax Distributions until such True-up Amount is
entirely offset.

The Board of Directors may designate any Restricted Subsidiary to be an
Unrestricted Subsidiary if such designation would not cause a default; PROVIDED
that in no event shall the business currently operated by NWS-Indiana,
NWS-Illinois, other than its U.S. Beverage craft beer business, NWS-LLC or
NWS-Michigan be transferred to or held by an Unrestricted Subsidiary. In the
event of any such designation, all outstanding Investments owned by NWS and its
Restricted Subsidiaries in the subsidiary so designated will be deemed to be an
Investment made as of the time of such designation and will reduce the amount
available for Restricted Payments under the first paragraph of this covenant or
Permitted Investments, as applicable. All such outstanding Investments will be
deemed to constitute Restricted Investments in an amount equal to the fair
market value of such Investments at the time of such designation. Such
designation will only be permitted if such Restricted Payment would be permitted
at such time and if such Restricted Subsidiary otherwise meets the definition of
an Unrestricted Subsidiary. The Board of Directors may redesignate any
Unrestricted Subsidiary to be a Restricted Subsidiary if such redesignation
would not cause a default.

The amount of all Restricted Payments other than cash shall be the fair
market value on the date of the Restricted Payment of the asset(s) or securities
proposed to be transferred or issued by NWS or such Restricted Subsidiary, as
the case may be, pursuant to the Restricted Payment. The fair market value of
any non-cash Restricted Payment shall be determined by the Board of Directors
whose resolution with respect thereto shall be delivered to the trustee, such
determination to be based upon an opinion or appraisal issued by an accounting,
appraisal or investment banking firm of national standing if such fair market
value exceeds $5.0 million. Not later than the date of making any Restricted
Payment, NWS shall deliver to the trustee an officers' certificate stating that
such Restricted Payment is permitted and setting forth the basis upon which the
calculations required by the covenant "Restricted Payments" were computed,
together with a copy of any fairness opinion or appraisal required by the
indenture.

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INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF PREFERRED STOCK

NWS will not, and will not permit any of its subsidiaries to, directly or
indirectly, create, incur, issue, assume, guarantee or otherwise become directly
or indirectly liable, contingently or otherwise (collectively, "incur"), with
respect to any indebtedness, including any Acquired Debt, and NWS will not issue
any Disqualified Stock and will not permit any of its subsidiaries to issue any
shares of preferred stock. However NWS and any guarantor may incur indebtedness,
including Acquired Debt, or issue shares of Disqualified Stock if the Fixed
Charge Coverage Ratio would be greater than:

- 2.0 to 1.0 if such incurrence or issuance occurs on or before the second
anniversary of the date of the indenture, and

- 2.25 to 1.0 if such incurrence or issuance occurs at any time thereafter,

in each case, determined on a pro forma basis, including a pro forma application
of the net proceeds therefrom, as if the additional indebtedness had been
incurred, or the Disqualified Stock had been issued, as the case may be, at the
beginning of such four-quarter period;

So long as no default shall have occurred and be continuing or would be
caused thereby, the first paragraph of this covenant will not prohibit the
incurrence of any of the following items of indebtedness (collectively,
"Permitted Debt"):

(1) the incurrence by NWS or any guarantor of indebtedness and letters of
credit under credit facilities; PROVIDED, that the aggregate principal
amount will not exceed an amount equal to the greater of:

- $60.0 million, provided that such amount shall be reduced to the extent
of any reduction or elimination of any commitment under any credit
facility resulting from or relating to the formation of any Receivables
Subsidiary or the consummation of any Qualified Receivables
Transaction, less the aggregate amount of all net proceeds of Asset
Sales that have been applied by NWS or any of its Restricted
Subsidiaries since the date of the indenture to repay indebtedness
under a credit facility pursuant to the covenant described above under
the caption "--Asset Sales," and

- the amount of the Borrowing Base as of the date of such incurrence;

PROVIDED FURTHER, that, after giving effect to such incurrence and the
application of proceeds thereof, the aggregate principal amount of all
term indebtedness and letters of credit, with letters of credit being
deemed to have a principal amount equal to the maximum potential
liability of NWS and its Restricted Subsidiaries thereunder, at any time
outstanding under all credit facilities after giving effect to such
incurrence, does not exceed an amount equal to the greater of

- $30.0 million, or

- 50% of the amount of the Borrowing Base as of the date of such
incurrence;

(2) the incurrence by NWS or any of its Restricted Subsidiaries of any
existing indebtedness;

(3) the incurrence of indebtedness represented by the notes;

(4) the incurrence by NWS or any of its Restricted Subsidiaries of
indebtedness in the form of capital lease obligations, mortgage
financings or purchase money obligations, in each case incurred for the
purpose of financing all or any part of the purchase price or cost of
construction or improvement of property, plant or equipment used in the
business of NWS and its Restricted Subsidiaries, including industrial
revenue bonds, tax increment financing and related reimbursement
obligations, in an aggregate principal amount, including any related
Permitted Refinancing Indebtedness, not to exceed $5 million at any time
outstanding;

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(5) the incurrence by NWS or any of its Restricted Subsidiaries of Permitted
Refinancing Indebtedness in exchange for, or the net proceeds of which
are used to refund, refinance or replace indebtedness that was permitted
by the indenture to be incurred pursuant to clause (2) or (3) of this
paragraph or pursuant to the immediately preceding paragraph;

(6) the incurrence by NWS or any of its Restricted Subsidiaries of
intercompany indebtedness, including Credit Facility Intercompany
Indebtedness, between or among NWS and any Restricted Subsidiary that is
a guarantor; PROVIDED, HOWEVER, that

- except for Credit Facility Intercompany Indebtedness,

(A) if NWS is the obligor on such indebtedness, such indebtedness is
expressly subordinated to the prior payment in full in cash of
all obligations with respect to the notes, or

(B) if a guarantor is the obligor on such indebtedness, such
indebtedness is expressly subordinated to all obligations with
respect to such guarantor's subsidiary guarantee, and

- any subsequent issuance or transfer of equity interests that results in
any such indebtedness being held by a person other than NWS or a
Restricted Subsidiary that is a guarantor, and

- any sale or other transfer of any such indebtedness to a person that is
not either NWS or a Restricted Subsidiary that is a guarantor;

shall be deemed, in each case, to constitute an incurrence of such
indebtedness by NWS or such Restricted Subsidiary, as the case may be;

(7) the incurrence by NWS or any of its Restricted Subsidiaries of hedging
obligations, including interest rate swap agreements, interest rate cap
agreements and interest rate collar agreements, that are incurred for the
purpose of fixing or hedging interest rate risk with respect to any
floating rate indebtedness that is permitted by the terms of this
indenture to be outstanding;

(8) the guarantee by NWS or any of the guarantors of indebtedness of NWS or
a Restricted Subsidiary of NWS that was permitted to be incurred by
another provision of this covenant, except clause (9) of this paragraph;

(9) the incurrence by a Receivables Subsidiary of indebtedness in a
Qualified Receivables Transaction that is without recourse to NWS or to
any other subsidiary of NWS or their assets other than such Receivables
Subsidiary and its assets and, as to NWS or any subsidiary of NWS, other
than pursuant to representations, warranties, covenants and indemnities
customary for such transactions and is not guaranteed by any such person;

(10) the incurrence by NWS' Unrestricted Subsidiaries of Non-Recourse Debt,
PROVIDED, HOWEVER, that if any such indebtedness ceases to be
Non-Recourse Debt, such event shall be deemed to be an incurrence of
indebtedness by a Restricted Subsidiary that was not permitted by this
clause (10); and

(11) the incurrence by NWS or any of its Restricted Subsidiaries of
additional indebtedness in an aggregate principal amount or accreted
value, as applicable, at any time outstanding which may, but need not, be
borrowed under credit facilities, including all Permitted Refinancing
Indebtedness incurred to refund, refinance or replace any other
indebtedness incurred pursuant to this clause (11), not to exceed $10
million.

At March 31, 1999, the Borrowing Base was approximately $76.6 million.

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NWS will not incur any indebtedness that is contractually subordinated in
right of payment to any other indebtedness of NWS unless such indebtedness is
also contractually subordinated in right of payment to the notes on
substantially identical terms; provided, however, that no indebtedness of NWS
shall be deemed to be contractually subordinated in right of payment to any
other indebtedness of NWS solely by virtue of being unsecured.

For purposes of determining compliance with this covenant, in the event that
an item of indebtedness meets the criteria of more than one of the categories of
Permitted Debt described in clauses (1) through (11) above or is entitled to be
incurred pursuant to the first paragraph of this covenant, NWS shall, in its
sole discretion, classify such item of indebtedness in any manner that complies
with this covenant and such item of indebtedness will be treated as having been
incurred pursuant to only one of such clauses or pursuant to the first paragraph
hereof. Accrual of interest, the accretion of accreted value and the payment of
interest in the form of additional indebtedness will not be deemed to be an
incurrence of indebtedness for purposes of this covenant; PROVIDED, in each such
case, that the amount thereof is included in Fixed Charges of NWS as accrued to
the extent contemplated by the definition of such term.

SALE AND LEASEBACK TRANSACTIONS

Neither NWS nor any Restricted Subsidiary shall enter into any
sale/leaseback transaction for any property unless:

(1) NWS or such Restricted Subsidiary would be entitled to:

- incur indebtedness in an amount equal to the Attributable Debt with
respect to such sale/ leaseback transaction pursuant to the "Incurrence
of Indebtedness and Issuance of Preferred Stock" covenant, and

- incur a Lien to secure such indebtedness pursuant to the "Liens"
covenant;

(2) the gross cash proceeds received in connection with such sale/leaseback
transaction are at least equal to the fair value, as determined in good
faith by the Board of Directors, of such property; and

(3) the transfer of such property is permitted by the "Asset Sales"
covenant, and NWS or such Restricted Subsidiaries applies the proceeds of
such transaction in compliance with such covenant.

LIENS

Neither NWS nor any of its subsidiaries will, directly or indirectly,
create, incur, assume or suffer to exist any Lien securing indebtedness or trade
payables on any asset now owned or hereafter acquired, or any income or profits
therefrom or assign or convey any right to receive income therefrom, except
Permitted Liens.

DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING SUBSIDIARIES

Neither NWS nor any Restricted Subsidiary will create or otherwise cause or
permit to exist any consensual restriction on the ability of any Restricted
Subsidiary to take the following actions:

(1) pay dividends or make any other distributions on its capital stock or
its profits, other than Permitted Quarterly Tax Distributions;

(2) pay any indebtedness owed to NWS or any Restricted Subsidiary;

(3) make any loans or advances to NWS or any Restricted Subsidiary; or

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(4) transfer any of its property or assets to NWS or a Restricted
Subsidiary.

However, this prohibition does not apply to:

(1) any restriction pursuant to existing indebtedness;

(2) any restrictions pursuant to the new credit facility, and any
amendments, restatements or refinancings thereof, provided that such
amendments, restatements or refinancings are no more restrictive with
respect to dividend or payment restrictions than the new credit facility
on the date of the indenture;

(3) any restrictions pursuant to the indenture or the notes;

(4) applicable law;

(5) any restrictions pursuant to any instrument governing indebtedness or
capital stock of a person acquired by NWS or a Restricted Subsidiary that
is not created in contemplation of such acquisition;

(6) any customary restriction on assignment of property or asset subject to
a lease or similar contract;

(7) any restrictions related to purchase money obligations for property
acquired in the ordinary course of business;

(8) any restrictions pursuant to any agreement for the sale or other
disposition of a Restricted Subsidiary pending the sale or other
disposition;

(9) any restrictions in connection with Permitted Refinancing Indebtedness,
PROVIDED that the restrictions contained in the agreements governing such
Permitted Refinancing Indebtedness are no more restrictive, taken as a
whole, than those contained in the agreements governing the indebtedness
being refinanced;

(10) any restrictions in connection with Liens securing indebtedness
otherwise permitted to be incurred pursuant to the provisions of the
covenant described above under the caption "--Liens" that limit the right
of NWS or any of its Restricted Subsidiaries to dispose of the assets
subject to such Lien;

(11) any restrictions with respect to the sale or other disposition of
assets or property pursuant to Asset Sales, or transactions which, but
for their size, would be Asset Sales, with respect to assets to be sold,
or in joint venture agreements and other similar agreements entered into
in the ordinary course of business;

(12) restrictions on cash or other deposits or net worth imposed by
customers under contracts entered into in the ordinary course of
business; and

(13) any restrictions related to indebtedness or other contractual
requirements of a Receivables Subsidiary in connection with a Qualified
Receivables Transaction. However, such restrictions may apply only to
such Receivables Subsidiary and the contractual requirements of NWS and
its Restricted Subsidiaries to transfer assets to such Receivables
Subsidiary in Qualified Receivables Transactions.

ADDITIONAL SUBSIDIARY GUARANTEES

If NWS or any of its Restricted Subsidiaries acquires or creates another
subsidiary after the date of the indenture, then, except for subsidiaries that
have been properly designated as Unrestricted Subsidiaries and Receivables
Subsidiaries, that newly acquired or created subsidiary must become a guarantor
and execute a supplemental indenture and deliver an opinion of counsel, in
accordance with

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the terms of the indenture. In addition, if any Unrestricted Subsidiary is
redesignated, or becomes, a Restricted Subsidiary, then that Restricted
Subsidiary must become a guarantor and execute a supplemental indenture and
deliver an opinion of counsel, in accordance with the terms of the indenture.
However, the requirements of this section will not apply to any Restricted
Subsidiary that is not incorporated under the laws of the United States unless
such Restricted Subsidiary guarantees other indebtedness or another subsidiary.

MERGER, CONSOLIDATION OR SALE OF ASSETS

NWS may not:

(A) consolidate or merge with or into another person whether or not NWS is
the surviving corporation; or

(B) sell, assign, transfer, lease, convey or otherwise dispose of all or
substantially all of its properties or assets in one or more related
transactions, to another person;

unless

(1) NWS is the surviving corporation, or the person formed by or surviving
any such consolidation or merger, if other than NWS, or to which such
sale, assignment, transfer, lease, conveyance or other disposition shall
have been made is a corporation organized or existing under the laws of
the United States, any state thereof or the District of Columbia;

(2) the person formed by or surviving any such consolidation or merger, if
other than NWS, or the person to which such sale, assignment, transfer,
lease, conveyance or other disposition shall have been made assumes all
the obligations of NWS under the registration rights agreement, the notes
and the indenture pursuant to a supplemental indenture in a form
reasonably satisfactory to the trustee;

(3) immediately after such transaction no default or event of default
exists; and

(4) except in the case of a merger of NWS with or into a Controlled
Subsidiary, NWS or the person formed by or surviving any such
consolidation or merger, or to which such sale, assignment, transfer,
lease, conveyance or other disposition shall have been made will,
immediately after such transaction after giving pro forma effect thereto
and any related financing transactions as if the same had occurred at the
beginning of the applicable four-quarter period, be permitted to incur at
least $1.00 of additional indebtedness pursuant to the Fixed Charge
Coverage Ratio test set forth in the first paragraph of the covenant
described above under the caption "--Incurrence of Indebtedness and
Issuance of Preferred Stock."

TRANSACTIONS WITH AFFILIATES

NWS will not, and will not permit any of its Restricted Subsidiaries to,
enter into any transaction or series of transactions, including the purchase,
sale, lease or exchange or the rendering any service with, or for the benefit
of, any affiliate, unless

(1) such affiliate transaction is on terms that are no less favorable to NWS
or the relevant Restricted Subsidiary than the terms that would have been
obtained in a comparable transaction with an unrelated person; and

(2) NWS delivers to the trustee:

- with respect to any affiliate transaction or series of related
affiliate transactions involving aggregate consideration in excess of
$1 million, a resolution of the Board of Directors set forth in an
officers' certificate certifying that such affiliate transaction
complies with this

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covenant and that such affiliate transaction has been approved by a
majority of the disinterested members of the Board of Directors; and

- with respect to any affiliate transaction or series of related
affiliate transactions involving aggregate consideration in excess of
$5 million, an opinion as to the fairness to the holders of such
affiliate transaction from a financial point of view issued by an
accounting, appraisal or investment banking firm of national standing.

The following items shall not be deemed to be affiliate transactions, and
therefore, will not be prohibited by this covenant:

(1) any employment agreement entered into by NWS or any of its Restricted
Subsidiaries in the ordinary course of business and consistent with the
past practice of NWS or such Restricted Subsidiary;

(2) transactions between or among NWS and/or its Restricted Subsidiaries;

(3) payment of reasonable directors fees to persons who are not otherwise
affiliates of NWS;

(4) any sale or other issuance of equity interests, other than Disqualified
Stock, of NWS;

(5) salaries, bonuses and employee benefits paid to the officers of NWS and
its subsidiaries in the ordinary course of business consistent with past
practice;

(6) transactions in the ordinary course of business between NWS or any
Restricted Subsidiary and

- any person that is not a Restricted Subsidiary

(A) that is engaged in a Permitted Business, and

(B) in which NWS has an investment on the date of the indenture or
makes an investment permitted by the indenture, and

(C) in which neither James E. LaCrosse, any Related Party or any
officer, director or equity owner of NWS or any of its
subsidiaries has any beneficial ownership interest, other than
indirectly through NWS or a Restricted Subsidiary, or

- Consolidated Rectifying, Inc. for the bottling, blending and/or
manufacture of distilled spirits in the ordinary course of business and
consistent with past practice;

(7) transactions between a Receivables Subsidiary and any person in which
the Receivables Subsidiary has an investment in connection with any
Qualified Receivables Transaction; and

(8) Permitted Investments and Restricted Payments that are permitted by the
provisions of the indenture described above under the caption
"--Restricted Payments."

LIMITATION ON ISSUANCES AND SALES OF CAPITAL STOCK OF CONTROLLED
SUBSIDIARIES

NWS will not, and will not permit any subsidiary to, transfer, convey, sell,
lease or otherwise dispose of any capital stock of any Controlled Subsidiary of
NWS to any person, other than NWS or a Controlled Subsidiary of NWS, unless:

(1) such transfer, conveyance, sale, lease or other disposition is of all
the capital stock of such Controlled Subsidiary; and

(2) the cash net proceeds from such transfer, conveyance, sale, lease or
other disposition are applied in accordance with the "--Asset Sales"
covenant; and

(3) after giving effect to such disposition, such Controlled Subsidiary
remains a Controlled Subsidiary.

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In addition, NWS will not permit any of its Controlled Subsidiaries to issue
any of its equity interests, other than, if necessary, shares of its capital
stock constituting directors' qualifying shares, to any person other than to NWS
or a Controlled Subsidiary of NWS if, after giving effect thereto, such
Controlled Subsidiary would cease to be a Controlled Subsidiary. However, the
limitations contained in this covenant will not prevent any increase in the
ownership or profits interest of Martin H. Bart or his successors in NWS-LLC or
any successor entity thereto in accordance with the terms of the NWS-LLC limited
liability company agreement, and as amended or replaced thereafter in a manner
not adverse to the holders of the notes.

BUSINESS ACTIVITIES

NWS will not, and will not permit any Restricted Subsidiary to, engage in
any business other than Permitted Businesses.

PAYMENTS FOR CONSENT

Neither NWS nor any of its subsidiaries will, directly or indirectly, pay or
cause to be paid any consideration to any holder of any notes for or as an
inducement to any consent, waiver or amendment of any of the terms or provisions
of the indenture or the notes unless such consideration is offered to be paid or
is paid to all holders of the notes that consent, waive or agree to amend in the
time frame set forth in the solicitation documents relating to such consent,
waiver or agreement.

REPORTS

Whether or not required by the rules and regulations of the SEC, so long as
any notes are outstanding, NWS will furnish to the holders of notes within the
time periods specified in the SEC's rules and regulations:

- beginning with the quarterly period ending December 31, 1998, all
quarterly and annual financial information that would be required to be
contained in a filing with the SEC on Forms 10-Q and 10-K if NWS were
required to file such forms, including a "Management's Discussion and
Analysis of Financial Condition and Results of Operations" that describes
the financial condition and results of operations of NWS and its
Consolidated Subsidiaries and, with respect to the annual information
only, a report thereon by NWS' certified independent accountants; and

- all current reports that would be required to be filed with the SEC on
Form 8-K if NWS were required to file such reports.

In addition, beginning with the first quarterly period commencing after the
consummation of the exchange offer contemplated by the registration rights
agreement, whether or not required by the rules and regulations of the SEC, NWS
will file a copy of all such information and reports with the SEC for public
availability within the time periods specified in the SEC's rules and
regulations and make such information available to securities analysts and
prospective investors upon request. In addition, NWS and any guarantors have
agreed that, for so long as any notes remain outstanding, they will furnish to
the holders and to securities analysts and prospective investors, upon their
request, the information required to be delivered pursuant to Rule 144A(d)(4)
under the Securities Act.

EVENTS OF DEFAULT AND REMEDIES

Each of the following is an event of default:

(1) default for 30 days in the payment when due of interest on the notes,
whether or not prohibited by the subordination provisions of the
indenture;

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(2) default in payment when due of the principal of or premium, if any, on
the notes whether or not prohibited by the subordination provisions of
the indenture;

(3) failure by NWS or any subsidiary to comply with the provisions described
under the captions "--Change of Control," "--Merger, Consolidation or
Sale of Assets," "--Restricted Payments" or "--Incurrence of Indebtedness
and Issuance of Preferred Stock";

(4) failure by NWS for 60 days after notice to comply with any of its other
agreements in the indenture or the notes;

(5) default under any mortgage, indenture or instrument under which there
may be issued or by which there may be secured or evidenced any
indebtedness for money borrowed by NWS or any of its Restricted
Subsidiaries (or the payment of which is guaranteed by NWS or any of its
Restricted Subsidiaries) whether such indebtedness or guarantee now
exists, or is created after the date of the indenture, if that default

(a) is caused by a failure to pay principal of or premium, if any, or
interest on such indebtedness prior to the expiration of the grace
period provided in such indebtedness on the date of such default or

(b) results in the acceleration of such Indebtedness prior to its express
maturity,

and, in each case, the principal amount of any such indebtedness,
together with the principal amount of any other such indebtedness under
which there has been a failure to make a payment or the maturity of which
has been so accelerated, aggregates $5.0 million or more;

(6) failure by NWS or any of its Restricted Subsidiaries to pay final
judgments aggregating in excess of $5.0 million, which judgments are not
paid, discharged or stayed for a period of 60 days;

(7) the termination of any guarantee for any reason not permitted by the
indenture, or the denial of any guarantor or any person acting on behalf
of any guarantor of such Guarantor's obligations under its respective
guarantee; and

(8) various events of bankruptcy or insolvency with respect to NWS or any of
its significant subsidiaries, as that term is defined in Article 1, Rule
1-02 of Regulation S-X under the Exchange Act.

If any event of default occurs and is continuing, the trustee or the holders
of at least 25% in principal amount of the then outstanding notes may declare
all the notes to be due and payable immediately. However, in the case of an
event of default arising from events of bankruptcy or insolvency, with respect
to NWS, any significant subsidiary or any group of subsidiaries that, taken
together, would constitute a significant subsidiary, all outstanding notes will
become due and payable without further action or notice.

Holders of the notes may not enforce the indenture or the notes except as
provided in the indenture. Subject to various limitations, holders of a majority
in principal amount of the then outstanding notes may direct the trustee in its
exercise of any trust or power. The trustee may withhold from holders of the
notes notice of any continuing default or event of default, except a default or
event of default relating to the payment of principal or interest, if it
determines that withholding notice is in their interest.

In the case of any event of default occurring by reason of any willful
action or inaction, taken or not taken, by or on behalf of NWS with the
intention of avoiding payment of the premium that NWS would have had to pay if
NWS then had elected to redeem the notes pursuant to the optional redemption
provisions of the indenture, an equivalent premium shall also become and be
immediately due and payable to the extent permitted by law upon the acceleration
of the notes. If an event of

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default occurs prior to January 15, 2004 by reason of any willful action or
inaction, taken or not taken, by or on behalf of NWS with the intention of
avoiding the prohibition on redemption of the notes prior to January 15, 2004,
then the premium specified in the indenture shall also become immediately due
and payable to the extent permitted by law upon the acceleration of the notes.

The holders of a majority in aggregate principal amount of the notes then
outstanding by notice to the trustee may on behalf of the holders of all of the
notes waive any existing default or event of default and its consequences under
the indenture except a continuing default or event of default in the payment of
interest on, or the principal of, the notes.

NWS is required to deliver to the trustee annually a statement regarding
compliance with the indenture. Upon becoming aware of any default or event of
default, NWS is required to deliver to the trustee a statement specifying such
default or event of default.

NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS

No director, officer, employee, incorporator, or stockholder, partner or
member of NWS or any guarantor, as such, shall have any liability for any
obligations of NWS or any guarantor under the notes, the indenture or for any
claim based on, in respect of, or by reason of, such obligations or their
creation. Each holder of notes by accepting a note waives and releases all such
liability. The waiver and release are part of the consideration for issuance of
the notes. Such waiver may not be effective to waive liabilities under the
federal securities laws and it is the view of the SEC that such a waiver is
against public policy.

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

NWS may, at its option and at any time, elect to have all of its obligations
discharged with respect to the outstanding notes ("Legal Defeasance") except
for:

(1) the rights of holders of outstanding notes to receive payments in
respect of the principal of, premium, if any, and interest on such notes
when such payments are due from the trust referred to below;

(2) NWS' obligations with respect to the notes concerning issuing temporary
notes, registration of notes, mutilated, destroyed, lost or stolen notes
and the maintenance of an office or agency for payment and money for
security payments held in trust;

(3) the rights, powers, trusts, duties and immunities of the trustee, and
NWS' obligations in connection therewith; and

(4) the Legal Defeasance provisions of the indenture.

In addition, NWS may, at its option and at any time, elect to have the
obligations of NWS released with respect to covenants that are described in the
indenture ("Covenant Defeasance") and thereafter any omission to comply with
such obligations shall not constitute a default or event of default with respect
to the notes. In the event NWS elects such Covenant Defeasance, some events, not
including non-payment, bankruptcy, receivership, rehabilitation and insolvency
events, described under "Events of Default" will no longer constitute an event
of default with respect to the notes.

In order to exercise either Legal Defeasance or Covenant Defeasance:

(1) NWS must irrevocably deposit with the trustee, in trust, for the benefit
of the holders of the notes, cash in U.S. dollars, non-callable
government securities, or a combination thereof, in such amounts as will
be sufficient, in the opinion of a nationally recognized firm of
independent public accountants, to pay the principal of, premium, if any,
and interest on the outstanding notes on the stated maturity or on the
applicable redemption date, as the case

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may be, and NWS must specify whether the notes are being defeased to
maturity or to a particular redemption date;

(2) in the case of Legal Defeasance, NWS shall have delivered to the trustee
an opinion of counsel reasonably acceptable to the trustee confirming
that NWS has received from, or there has been published by, the Internal
Revenue Service a ruling or since the date of the indenture, there has
been a change in the applicable federal income tax law, in either case to
the effect that, and based thereon such opinion of counsel shall confirm
that, the holders of the outstanding notes will not recognize income,
gain or loss for federal income tax purposes as a result of such legal
defeasance and will be subject to federal income tax on the same amounts,
in the same manner and at the same times as would have been the case if
such legal defeasance had not occurred;

(3) in the case of Covenant Defeasance, NWS shall have delivered to the
trustee an opinion of counsel reasonably acceptable to the trustee
confirming that the holders of the outstanding notes will not recognize
income, gain or loss for federal income tax purposes as a result of such
Covenant Defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been the
case if such Covenant Defeasance had not occurred;

(4) no default or event of default shall have occurred and be continuing on
the date of such deposit, other than a default or event of default
resulting from the borrowing of funds to be applied to such deposit, or
insofar as events of default from bankruptcy or insolvency events are
concerned, at any time in the period ending on the 91st day after the
date of deposit;

(5) such Legal Defeasance or Covenant Defeasance will not result in a breach
or violation of, or constitute a default under any material agreement or
instrument, other than the indenture, to which NWS or any of its
subsidiaries is a party or by which NWS or any of its subsidiaries is
bound;

(6) NWS must have delivered to the trustee an opinion of counsel to the
effect that, assuming no intervening bankruptcy of NWS between the date
of deposit and the 91st day following the deposit and assuming no holder
of notes is an insider of NWS, after the 91st day following the deposit,
the trust funds will not be subject to the effect of any applicable
bankruptcy, insolvency, reorganization or similar laws affecting
creditors' rights generally;

(7) NWS must deliver to the trustee an officers' certificate stating that
the deposit was not made by NWS with the intent of preferring the holders
of notes over the other creditors of NWS with the intent of defeating,
hindering, delaying or defrauding creditors of NWS or others; and

(8) NWS must deliver to the trustee an officers' certificate and an opinion
of counsel, each stating that all conditions precedent provided for
relating to the Legal Defeasance or the Covenant Defeasance have been
complied with.

TRANSFER AND EXCHANGE

A holder may transfer or exchange notes in accordance with the indenture.
The registrar and the trustee may require a holder, among other things, to
furnish appropriate endorsements and transfer documents and NWS may require a
holder to pay any taxes and fees required by law or permitted by the indenture.
NWS is not required to transfer or exchange any note selected for redemption.
Also, NWS is not required to transfer or exchange any note for a period of 15
days before a selection of notes to be redeemed.

The registered holder of a note will be treated as the owner of it for all
purposes.

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AMENDMENT, SUPPLEMENT AND WAIVER

Except as provided in this section, the indenture or the notes may be
amended or supplemented with the consent of the holders of at least a majority
in principal amount of the notes then outstanding, including, without
limitation, consents obtained in connection with a purchase of, or tender offer
or exchange offer for, notes, and any existing default or compliance with any
provision of the indenture or the exchange notes may be waived with the consent
of the holders of a majority in principal amount of the then outstanding
exchange notes including consents obtained in connection with a tender offer or
exchange offer for exchange notes.

Without the consent of each holder affected, an amendment or waiver may not,
with respect to any notes held by a non-consenting holder:

(1) reduce the principal amount of notes whose holders must consent to an
amendment, supplement or waiver;

(2) reduce the principal of or change the fixed maturity of any note or
alter the provisions with respect to the redemption of the notes, other
than provisions relating to the covenants described above under the
caption "--Repurchase at the Option of Holders";

(3) reduce the rate of or change the time for payment of interest on any
note;

(4) waive a default or event of default in the payment of principal of or
premium, if any, or interest on the notes except a rescission of
acceleration of the notes by the holders of at least a majority in
aggregate principal amount of the notes and a waiver of the payment
default that resulted from such acceleration;

(5) make any note payable in money other than that stated in the notes;

(6) make any change in the provisions of the indenture relating to waivers
of past defaults or the rights of holders of notes to receive payments of
principal of or premium, if any, or interest on the notes;

(7) waive a redemption payment with respect to any note other than a payment
required by one of the covenants described above under the caption
"--Repurchase at the Option of Holders"; or

(8) make any change in the preceding amendment and waiver provisions.

Notwithstanding the preceding, without the consent of any holder of notes,
NWS and the trustee may amend or supplement the indenture or the notes:

(1) to cure any ambiguity, defect or inconsistency;

(2) to provide for uncertificated notes in addition to or in place of
certificated notes,

(3) to provide for the assumption of NWS' obligations to holders of notes in
the case of a merger or consolidation,

(4) to make any change that would provide any additional rights or benefits
to the holders of notes or that does not adversely affect the legal
rights under the indenture of any such holder, or

(5) to comply with requirements of the SEC in order to effect or maintain
the qualification of the indenture under the Trust Indenture Act.

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CONCERNING THE TRUSTEE

If the trustee becomes a creditor of NWS, the indenture limits its rights to
obtain payment of claims in some cases, or to realize on property received in
respect of any such claim as security or otherwise. The trustee will be
permitted to engage in other transactions; however, if it acquires any
conflicting interest it must eliminate such conflict within 90 days, apply to
the SEC for permission to continue or resign.

The holders of a majority in principal amount of the then outstanding notes
will have the right to direct the time, method and place of conducting any
proceeding for exercising any remedy available to the trustee, subject to
various exceptions. The indenture provides that in case an event of default
shall occur which shall not be cured, the trustee will be required, in the
exercise of its power, to use the degree of care of a prudent man in the conduct
of his own affairs. Subject to such provisions, the trustee will be under no
obligation to exercise any of its rights or powers under the indenture at the
request of any holder of notes, unless such holder shall have offered to the
trustee security and indemnity satisfactory to it against any loss, liability or
expense.

DEFINITIONS

Set forth below are various defined terms used in the indenture. Refer to
the indenture for a full disclosure of all such terms, as well as any other
capitalized terms used herein for which no definition is provided.

"ACQUIRED DEBT" means, with respect to any specified person:

(1) indebtedness of any other person existing at the time such other person
is merged with or into or became a subsidiary of such specified person,
whether or not the indebtedness incurred in connection with, or in
contemplation of, such other person merging with or into or becoming a
Subsidiary of such specified Person; and

(2) Indebtedness secured by a Lien encumbering any asset acquired by such
specified Person.

"ASSET SALE" means, whether in a single transaction or a series of related
transactions which have either a fair market value or net proceeds of more than
$1 million:

(1) the sale, lease, conveyance or other disposition of any assets or rights
including, without limitation, by way of a sale and leaseback, other than
sales of inventory in the ordinary course of business consistent with
past practices; PROVIDED that the sale, lease, conveyance or other
disposition of all or substantially all of the assets of NWS and its
Restricted Subsidiaries taken as a whole will be governed by the
provisions of the indenture described above under the caption "--Change
of Control" and/or the provisions described above under the caption
"--Merger, Consolidation or Sale of Assets" and not by the provisions of
the Asset Sale covenant; and

(2) the issue or sale by NWS or any of its Restricted Subsidiaries of equity
interests.

Notwithstanding the foregoing, the following items will not be deemed asset
sales:

(1) a transfer of assets between or among NWS and its Restricted
Subsidiaries that are guarantors;

(2) an issuance of equity interests by a Controlled Subsidiary to NWS or to
another Controlled Subsidiary;

(3) a Permitted Investment or a Restricted Payment that is permitted by the
"Restricted Payments" covenant;

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(4) sales of accounts receivable and related assets of the type specified in
the definition of "Qualified Receivables Transaction" to a Receivables
Subsidiary for fair market value, including cash at least equal to 75% of
the book value as determined in accordance with GAAP. For the purposes of
this clause (4), notes received in exchange for the transfer of accounts
receivable and related assets will be deemed cash if the notes are
required to be repaid from available cash collections less amounts
required to be established as reserves pursuant to contracts with
entities are not affiliates of NWS entered into as part of a Qualified
Receivables Transaction;

(5) transfers of accounts receivable and related assets of the type
specified in the definition of "Qualified Receivables Transaction", or a
fractional undivided interest therein, by a Receivables Subsidiary in a
Qualified Receivables Transaction; and

(6) transfers from NWS-Illinois and NWS-LLC to U.S. Beverage of assets
directly related to, and primarily used in, the operations of U.S.
Beverage.

"ATTRIBUTABLE DEBT" in respect of a sale and leaseback transaction means, at
the time of determination, the present value discounted at the rate of interest
implicit in such transaction, determined in accordance with GAAP of the
obligation of the lessee for net rental payments during the remaining term of
the lease included in such sale and leaseback transaction, including any period
for which such lease has been extended or may, at the option of the lessor, be
extended.

"BORROWING BASE" means, as of any date, an amount equal to the sum of:

(1) 80% of the face amount of all accounts receivable owned by NWS and its
Restricted Subsidiaries on that date that are not more than 45 days past
due; provided, however, that any accounts receivable owned by a
Receivables Subsidiary, or which NWS or any of its subsidiaries has
agreed to transfer to a Receivables Subsidiary, shall be excluded for
purposes of determining such amount; and

(2) 65% of the book value of all inventory owned by NWS and its Restricted
Subsidiaries on that date, all calculated on a consolidated basis in
accordance with GAAP.

To the extent that information is not available as to the amount of accounts
receivable or inventory or trade payables as of a specific date, NWS may utilize
the most recent available information for purposes of calculating the Borrowing
Base.

"CASH EQUIVALENTS" means:

(1) United States dollars;

(2) securities issued or directly and fully guaranteed or insured by the
United States government or any agency or instrumentality thereof having
maturities of not more than six months from the date of acquisition;

(3) certificates of deposit and eurodollar time deposits with maturities of
six months or less from the date of acquisition, bankers' acceptances
with maturities not exceeding six months and overnight bank deposits, in
each case with any lender party to the new credit facility or with any
domestic commercial bank having capital and surplus in excess of $500
million and a Thompson Bank Watch Rating of "B" or better;

(4) repurchase obligations with a term of not more than seven days for
underlying securities of the types described in clauses (2) and (3) above
entered into with any financial institution meeting the qualifications
specified in clause (3) above;

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(5) commercial paper having the highest rating obtainable from Moody's
Investors Service, Inc. or Standard & Poor's Corporation and in each case
maturing within six months after the date of acquisition; and

(6) money market funds at least 95% of the assets of which constitute cash
equivalents of the kinds described in clauses (1)-(5) of this definition.

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

"COMPANY SHAREHOLDER NOTE RECEIVABLE" means any promissory note receivable
by NWS or a Subsidiary of NWS on the date of the indenture from any shareholder
of NWS.

"CONSOLIDATED CASH FLOW" means, with respect to any person for any period,
the Consolidated Net Income of such person for such period; plus

(1) an amount equal to any extraordinary loss plus any net loss realized in
connection with an Asset Sale to the extent such losses were deducted in
computing such Consolidated Net Income; plus

(2)(a) if such person is an S-Corporation or substantially similar
pass-through entity for federal income tax purposes, the amount of
all Permitted Quarterly Tax Distributions of such person and, without
duplication, its Consolidated Subsidiaries for such period, as
adjusted for any True-up Amount then determined for such period; or

(b) if such person is not an S-Corporation or substantially similar
pass-through entity for federal income tax purposes, any provision
for taxes based on income or profits of such person and its
subsidiaries for such period, to the extent that such provision for
taxes was included in computing such Consolidated Net Income; plus

(3) consolidated interest expense of such person and its subsidiaries for
such period, whether paid or accrued and whether or not capitalized
including, without limitation, original issue discount, non-cash interest
payments, the interest component of any deferred payment obligations, the
interest component of all payments associated with capital lease
obligation, imputed interest with respect to Attributable Debt,
commissions, discounts and other fees and charges incurred in respect of
letter of credit or bankers' acceptance financings, and net payments (if
any) pursuant to Hedging Obligations but excluding amortization of debt
issuance costs and non-cash interest accrued or accruing on any
NWS-Illinois Shareholder Subordinated Note, to the extent that any such
expense was deducted in computing such Consolidated Net Income; plus

(4) depreciation, amortization including amortization of goodwill and other
intangibles but excluding amortization of prepaid cash expenses that were
paid in a prior period and other non-cash expenses, excluding any such
non-cash expense to the extent that it represents an accrual of or
reserve for cash expenses in any future period or amortization of a
prepaid cash expense that was paid in a prior period, of such person and
its subsidiaries for such period to the extent that such depreciation,
amortization and other non-cash expenses were deducted in computing such
Consolidated Net Income; plus

(5) LIFO expense; plus

(6) start-up expenses reported on the consolidated financial statements of
NWS, NWS-Indiana and NWS-Illinois for any quarterly period ending on or
prior to March 31, 1998 that is included in the period for which the
calculation is being made; plus

(7) prepayment penalties associated with the prepayment of indebtedness on
the date of the indenture to the extent any such expense was deducted in
computing such Consolidated Net Income; minus

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(8) non-cash items increasing such Consolidated Net Income for such period
including, without limitation, LIFO income and non-cash interest income,
in each case, on a consolidated basis and determined in accordance with
GAAP.

Notwithstanding the foregoing, the Permitted Quarterly Tax Distributions,
adjusted as provided above, of, the provision for taxes based on the income or
profits of, and the depreciation and amortization and other non-cash charges of,
a subsidiary of NWS shall be added to Consolidated Net Income to compute
Consolidated Cash Flow only to the extent and in the same proportion that the
Net Income of such subsidiary was included in calculating the Consolidated Net
Income of NWS and only if a corresponding amount would be permitted at the date
of determination to be dividended to NWS by such subsidiary without prior
approval that has not been obtained, pursuant to the terms of its charter and
all agreements, instruments, judgments, decrees, orders, statutes, rules and
governmental regulations applicable to that subsidiary or its stockholders.

"CONSOLIDATED NET INCOME" means, with respect to any person for any period,
the aggregate of the Net Income of such person and its Restricted Subsidiaries
for such period, on a consolidated basis, determined in accordance with GAAP,
reduced by the amount of Permitted Quarterly Tax Distributions of such person
and, without duplication, its Consolidated Subsidiaries for such period, as
adjusted for any True-up Amount then determined for such period, if such person
is an S-Corporation or substantially similar pass-through entity for federal
income tax purposes; PROVIDED that:

(1) the Net Income, but not loss, of any person that is not a Restricted
Subsidiary or that is accounted for by the equity method of accounting
shall be included only to the extent of the amount of dividends or
distributions paid in cash to the specified person or a Controlled
Subsidiary thereof;

(2) the Net Income of any Restricted Subsidiary shall be excluded to the
extent that the declaration or payment of dividends or similar
distributions by that Restricted Subsidiary of that Net Income is not at
the date of determination permitted without any prior governmental
approval that has not been obtained or, directly or indirectly, by
operation of the terms of its charter or any agreement, instrument,
judgment, decree, order, statute, rule or governmental regulation
applicable to that Restricted Subsidiary or its stockholders;

(3) the Net Income of any person acquired in a pooling of interests
transaction for any period prior to the date of such acquisition shall be
excluded;

(4) the cumulative effect of a change in accounting principles shall be
excluded;

(5) the Net Income, but not loss, of any Unrestricted Subsidiary shall be
excluded, whether or not distributed to NWS or one of its Restricted
Subsidiaries;

(6) interest received or accrued on a Company Shareholder Note Receivable
shall be excluded when determining NWS' ability to make Restricted
Payments under the indenture; and

(7) the cumulative effect of a change in accounting principals shall be
excluded.

"CONSOLIDATED TANGIBLE ASSETS" means with respect to any person as of any
date, the amount which, in accordance with GAAP, would be set forth under the
caption "Total Assets" or any like caption on a consolidated balance sheet of
such person and its Restricted Subsidiaries, less all intangible assets,
including, without limitation, goodwill, organization costs, patents,
trademarks, copyrights, franchises and research and development costs.

"CONTINUING DIRECTORS" means, as of any date of determination, any member of
the Board of Directors of NWS who:

(1) was a member of such Board of Directors on the date of the indenture; or

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(2) was nominated for election or elected to such Board of Directors with
the approval of a majority of the Continuing Directors who were members
of such board at the time of such nomination or election.

"CONTROLLED SUBSIDIARY" of NWS means a Restricted Subsidiary of NWS:

(1) 90% or more of the economic interest in the total equity interests or
other ownership interests of which and 90% or more of the voting rights
represented by the voting stock of which is owned by NWS, either directly
or through one or more Controlled Subsidiaries; and

(2) over which NWS possesses, directly or indirectly, the power to direct or
cause the direction of the management or policies.

"CREDIT FACILITY INTERCOMPANY INDEBTEDNESS" means intercompany indebtedness
of NWS' Subsidiaries.

"DISQUALIFIED STOCK" means any capital stock that, by its terms or by the
terms of any security into which it is convertible or for which it is
exchangeable, or upon the happening of any event:

(1) matures or is mandatorily redeemable, pursuant to a sinking fund
obligation or otherwise; or

(2) is redeemable at the option of the holder, in whole or in part, on or
prior to the date that is 91 days after the date on which the exchange
notes mature.

Notwithstanding the preceding sentence, any capital stock that would constitute
Disqualified Stock solely because the holders thereof have the right to require
NWS to repurchase such capital stock upon the occurrence of a change of control
or an Asset Sale shall not constitute Disqualified Stock if the terms of such
capital stock provide that NWS may not repurchase or redeem any such capital
stock pursuant to such provisions unless such repurchase or redemption complies
with the "--Certain Covenants--Restricted Payments" covenant.

"ESTIMATION PERIOD" means the period for which a shareholder who is an
individual is required to estimate for federal income tax purposes his
allocation of taxable income from a calendar year in connection with determining
his estimated federal income tax liability for such period.

"FIXED CHARGES" means, with respect to any person for any period, the sum,
without duplication, of:

(1) the consolidated interest expense of such person and its Restricted
Subsidiaries for such period, whether paid or accrued, including, without
limitation, non-cash interest payments, the interest component of any
deferred payment obligations, the interest component of all payments
associated with capital lease obligations, imputed interest with respect
to Attributable Debt, commissions, discounts and other fees and charges
incurred in respect of letter of credit or bankers' acceptance
financings, and net payments, if any, pursuant to hedging obligations,
including any interest rate swap agreements, interest rate cap agreements
and interest rate collar agreements, but excluding amortization of debt
issuance costs and excluding non-cash interest accrued or accruing for
such period on any NWS-Illinois Shareholder Subordinated Note; plus

(2) the consolidated interest expense of such person and its Restricted
Subsidiaries that was capitalized during such period; plus

(3) any interest expense on indebtedness of another person that is
guaranteed by such person or one of its Restricted Subsidiaries or
secured by a Lien on assets of such person or one of its Restricted
Subsidiaries whether or not such guarantee or Lien is called upon; plus

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(4) the product of:

(a) all cash dividend payments or other distributions and non-cash
dividend payments in the case of a person that is a Restricted
Subsidiary on any series of preferred equity of such person; times

(b) a fraction, the numerator of which is one and the denominator of
which is one minus the then current combined federal, state and local
statutory tax rate of such person, or in the case of a person that is
an "S-Corporation" or other pass-through entity for federal income
tax purposes, the combined federal, state and local income tax rate
that was or would have been utilized to calculate the Tax Amount of
such person, expressed as a decimal, in each case, on a consolidated
basis and in accordance with GAAP.

"FIXED CHARGE COVERAGE RATIO" means with respect to any person for any
period, the ratio of the Consolidated Cash Flow of such person and its
Restricted Subsidiaries for such period to the Fixed Charges of such person and
its Restricted Subsidiaries for such period. In the event that NWS or any of its
Restricted Subsidiaries incurs, assumes, guarantees or redeems any indebtedness,
other than revolving credit borrowings, or issues preferred stock subsequent to
the commencement of the period for which the Fixed Charge Coverage Ratio is
being calculated but prior to the date on which the event for which the
calculation of the fixed charge coverage ratio is made (the "Calculation Date"),
then the fixed charge coverage ratio shall be calculated giving pro forma effect
to such incurrence, assumption, guarantee or redemption of indebtedness, or such
issuance or redemption of preferred stock, as if the same had occurred at the
beginning of the applicable four-quarter reference period.

In addition, for purposes of making the computation referred to above:

(1) acquisitions that have been made by NWS or any of its Restricted
Subsidiaries, including through mergers or consolidations and including
any related financing transactions, during the four-quarter reference
period or subsequent to such reference period and on or prior to the
Calculation Date shall be deemed to have occurred on the first day of the
four-quarter reference period and Consolidated Cash Flow for such
reference period shall be calculated without giving effect to clause (3)
of the proviso set forth in the definition of Consolidated Net Income;

(2) the Consolidated Cash Flow attributable to discontinued operations, as
determined in accordance with GAAP, and operations or businesses disposed
of prior to the calculation date, shall be excluded; and

(3) the Fixed Charges attributable to discontinued operations, as determined
in accordance with GAAP, and operations or businesses disposed of prior
to the calculation date, shall be excluded, but only to the extent that
the obligations giving rise to such Fixed Charges will not be obligations
of the specified person or any of its Restricted Subsidiaries following
the calculation date.

"INVESTMENTS" means, with respect to any person, all Investments by such
person in other persons including affiliates in the forms of direct or indirect
loans including guarantees of indebtedness or other obligations, advances or
capital contributions excluding commission, travel and similar advances to
officers and employees made in the ordinary course of business, purchases or
other acquisitions for consideration of indebtedness, equity interests or other
securities, together with all items that are or would be classified as
Investments on a balance sheet prepared in accordance with GAAP. If NWS or any
of its subsidiaries sells or otherwise disposes of any equity interests of any
direct or indirect subsidiary of NWS such that, after giving effect to any such
sale or disposition, such person is no longer a subsidiary of NWS, NWS shall be
deemed to have made an Investment on the date of any such sale or disposition
equal to the fair market value of the equity interests of such subsidiary not
sold or

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disposed of in an amount determined as provided in the final paragraph of the
covenant described above under the caption "--Restricted Payments."

"LIEN" means, with respect to any asset, any mortgage, Lien, pledge, charge,
security interest or encumbrance of any kind in respect of such asset, whether
or not filed, recorded or otherwise perfected under applicable law, including
any conditional sale or other title retention agreement, any lease in the nature
thereof, any option or other agreement to sell or give a security interest in
and, except in connection with any Qualified Receivables Transaction, any filing
of or agreement to give any financing statement under the Uniform Commercial
Code or equivalent statutes of any jurisdiction.

"NET INCOME" means, with respect to any person for any period, the Net
Income (loss) of such person for such period, determined in accordance with GAAP
and before any reduction in respect of preferred interests or dividends,
excluding, however:

(1) any gain, but not loss, together with any related provision for taxes on
such gain (but not loss), realized in connection with

(A) any Asset Sale including, without limitation, dispositions pursuant
to sale and leaseback transactions, or

(B) the disposition of any securities by such person or any of its
Restricted Subsidiaries or the extinguishment of any indebtedness of
such person or any of its Restricted Subsidiaries; and

(2) any extraordinary or nonrecurring gain, but not loss, together with any
related provision for taxes or Permitted Quarterly Tax Distributions on
such extraordinary or nonrecurring gain, but not loss.

"NON-RECOURSE DEBT" means indebtedness:

(1) as to which neither NWS nor any of its Restricted Subsidiaries

(A) provides credit support of any kind including any undertaking,
agreement or instrument that would constitute indebtedness,

(B) is directly or indirectly liable as a guarantor or otherwise, or

(2) no default with respect to which, including any rights that the holders
thereof may have to take enforcement action against an Unrestricted
Subsidiary, would permit upon notice, lapse of time or both any holder of
any other indebtedness other than the notes of NWS or any of its
Restricted Subsidiaries to declare a default on such other indebtedness
or cause the payment thereof to be accelerated or payable prior to its
stated maturity; and

(3) as to which the lenders have been notified in writing that they will not
have any recourse to the stock or assets of NWS or any of its Restricted
Subsidiaries.

"NWS-ILLINOIS SHAREHOLDER SUBORDINATED NOTE" means any note payable to any
shareholder of NWS by NWS-Illinois that is outstanding on the date of the
indenture and:

(1) matures on December 31, 2009;

(2) does not require redemption prior to maturity; and

(3) is subordinated in right of payment to the exchange notes.

"PERMITTED BUSINESS" means any of the businesses engaged in by NWS and its
subsidiaries on the date of the indenture and any extensions thereof or other
businesses reasonably related thereto.

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"PERMITTED INVESTMENTS" means:

(1) any Investment in NWS or in a Controlled Subsidiary of NWS;

(2) any Investment in Cash Equivalents;

(3) any Investment by NWS or any Restricted Subsidiary of NWS in a person,
if as a result of such Investment;

(a) such person becomes a Controlled Subsidiary of NWS, or

(b) such person is merged, consolidated or amalgamated with or into, or
transfers or conveys substantially all of its assets to, or is
liquidated into, NWS or a Controlled Subsidiary of NWS;

(4) any Restricted Investment made as a result of the receipt of non-cash
consideration from an Asset Sale that was made pursuant to and in
compliance with the covenant described above under the caption
"--Repurchase at the Option of Holders--Asset Sales";

(5) any acquisition of assets solely in exchange for the issuance of equity
interests, other than Disqualified Stock, of NWS;

(6) Investments made after the date of the indenture in wholesale
alcohol-based beverage distribution businesses, measured on the dates
such Investments were made and without giving effect to subsequent
changes in value, that are not, after giving effect to such Investments,
Controlled Subsidiaries, in an aggregate amount outstanding after giving
effect to any such Investment not exceeding 10% of Consolidated Tangible
Assets;

(7) redemptions of the interests in NWS-LLC that are held by Martin H. Bart
on the date of the indenture, and his successors and assigns;

(8) the acquisition by a Receivables Subsidiary in connection with a
Qualified Receivables Transaction of equity interests of a trust or other
person established by such Receivables Subsidiary to effect such
Qualified Receivables Transaction, and any other Investment by NWS or a
Subsidiary of NWS in a Receivables Subsidiary or any Investment by a
Receivables Subsidiary in any other person in connection with a Qualified
Receivables Transaction provided, that such other Investment is in the
form of a note or other instrument that the Receivables Subsidiary or
other person is required to repay as soon as practicable from available
cash collections less amounts required to be established as reserves
pursuant to contractual agreements with entities that are not affiliates
of NWS entered into as part of a Qualified Receivables Transaction;

(9) transfers from NWS-Illinois and NWS-LLC to U.S. Beverage of assets
directly related to, and primarily used in, the operations of U.S.
Beverage; and

(10) other Investments in any person having an aggregate fair market value,
measured on the date each such Investment was made and without giving
effect to subsequent changes in value, when taken together with all other
Investments made pursuant to this clause (10) that are at the time
outstanding, not to exceed $7.0 million.

"PERMITTED LIENS" means

(1) Liens securing indebtedness and guarantees permitted by the terms of the
indenture to be incurred under any credit facilities, including the new
credit facility, on

(a) accounts receivable and the related assets of the type specified in
the definition of "Qualified Receivables Transaction" and inventory
and proceeds thereof, and

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(b) Credit Facility Intercompany Indebtedness and any documents or
instruments evidencing such indebtedness;

(2) any such Liens on assets of the type described in clause (1)(a) securing
Credit Facility Intercompany Indebtedness, PROVIDED, HOWEVER, that any
Liens permitted by clause (1)(b) and this clause (2) shall only
constitute Permitted Liens for so long as:

(a) the credit facility pursuant to which such Liens were granted
contains a provision stating in substance that in the event of any
bankruptcy, insolvency or similar proceeding involving any guarantor,
the claims of the lenders under such credit facility with respect to
the guarantee of such guarantor shall be reduced by the amount of
claims, if any, which are made by such lenders and allowed in such
proceeding with respect to the Credit Facility Intercompany
Indebtedness pledged to secure such indebtedness under the credit
facility, net of any offsets against such Credit Facility
Intercompany Indebtedness relating to indebtedness or other
obligations owed by NWS to such guarantor, and PROVIDED FURTHER, that
such reduction shall be rescinded in the event of equitable
subordination of the claims with respect to the Credit Facility
Intercompany Indebtedness unless such equitable subordination arose
out of or resulted from the acts or omissions of any lenders under
the credit facility; and

(b) any intercompany notes representing any Credit Facility Intercompany
Indebtedness that are pledged to secure indebtedness under such
credit facility are at all times limited in aggregate amount to the
balance at any time outstanding under such credit facility;

(3) Liens in favor of NWS or any Restricted Subsidiary;

(4) Liens on property of a person existing at the time such person is merged
into or consolidated with NWS or any Restricted Subsidiary of NWS;
PROVIDED that such Liens were in existence prior to the contemplation of
such merger or consolidation and do not extend to any assets other than
those of the person merged into or consolidated with NWS;

(5) Liens on property existing at the time of acquisition thereof by NWS or
any subsidiary of NWS, PROVIDED that such Liens were in existence prior
to the contemplation of such acquisition;

(6) Liens to secure the performance of statutory obligations, surety or
appeal bonds, performance bonds or other obligations of a like nature
incurred in the ordinary course of business;

(7) Liens to secure indebtedness including capital lease obligations,
permitted by clause (5) of the second paragraph of the covenant entitled
"Incurrence of Indebtedness and Issuance of Preferred Stock" covering
only the assets acquired with such indebtedness;

(8) Liens existing on the date of the indenture;

(9) Liens for taxes, assessments or governmental charges or claims that are
not yet delinquent or that are being contested in good faith by
appropriate proceedings promptly instituted and diligently concluded,
PROVIDED that any reserve or other appropriate provision as shall be
required in conformity with GAAP shall have been made therefor;

(10) Liens incurred in the ordinary course of business of NWS or any of its
subsidiaries with respect to obligations that do not exceed $5.0 million
at any one time outstanding and that:

(a) are not incurred in connection with the borrowing of money or the
obtaining of advances or credit other than trade credit in the
ordinary course of business, and

(b) do not in the aggregate materially detract from the value of the
property or materially impair the use thereof in the operation of
business by NWS or such subsidiary;

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(11) Liens on assets of Unrestricted Subsidiaries that secure Non-Recourse
Debt of Unrestricted Subsidiaries; and

(12) Liens on assets of a Receivables Subsidiary incurred in connection with
a Qualified Receivables Transaction.

"PERMITTED QUARTERLY TAX DISTRIBUTION" means quarterly distributions of Tax
Amounts determined on the basis of the estimated taxable income of NWS, for the
related Estimation Period, PROVIDED, HOWEVER, that:

(1) prior to any distributions of Tax Amounts, NWS shall deliver an
officers' certificate certifying that the Tax Amounts to be distributed
were determined pursuant to the terms of the indenture and stating to the
effect that NWS qualifies as an S-Corporation or substantially similar
pass-through entity for federal income tax purposes; and

(2) at the time of such distributions, the most recent audited financial
statements of NWS reflect that NWS was treated as an S-Corporation or
substantially similar pass-through entity for federal income tax purposes
for the period covered by such financial statements.

"PERMITTED REFINANCING INDEBTEDNESS" means any indebtedness of NWS or any of
its Restricted Subsidiaries issued in exchange for, or the net proceeds of which
are used to extend, refinance, renew, replace, defease or refund other
indebtedness of NWS or any of its Restricted Subsidiaries; PROVIDED that:

(1) the principal amount or accreted value, if applicable, of such Permitted
Refinancing Indebtedness does not exceed the principal amount of or
accreted value, if applicable, plus accrued interest on, the indebtedness
so extended, refinanced, renewed, replaced, defeased or refunded plus the
amount of reasonable expenses incurred in connection therewith;

(2) such Permitted Refinancing Indebtedness has a final maturity date later
than the final maturity date of, and has a Weighted Average Life to
Maturity equal to or greater than the Weighted Average Life to Maturity
of, the indebtedness being extended, refinanced, renewed, replaced,
defeased or refunded;

(3) if the indebtedness being extended, refinanced, renewed, replaced,
defeased or refunded is subordinated in right of payment to the notes,
such Permitted Refinancing Indebtedness has a final maturity date later
than the final maturity date of, and is subordinated in right of payment
to, the notes on terms at least as favorable to the holders of notes as
those contained in the documentation governing the indebtedness being
extended, refinanced, renewed, replaced, defeased or refunded; and

(4) such indebtedness is incurred either by NWS or by the Restricted
Subsidiary who is the obligor on the indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded.

"QUALIFIED RECEIVABLES TRANSACTION" means any transaction or series of
transactions entered into by NWS or any of its subsidiaries pursuant to which
NWS or any of its subsidiaries sells, conveys or otherwise transfers to

(1) a Receivables Subsidiary, in the case of a transfer by NWS or any of its
subsidiaries, and

(2) any other person, in the case of a transfer by a Receivables Subsidiary,

or grants a security interest in, any accounts receivable whether now existing
or arising in the future, of NWS or any of its subsidiaries, and any assets
related thereto including, without limitation, all collateral securing such
accounts receivable, all contracts and all guarantees or other obligations in
respect of such accounts receivable, proceeds of such accounts receivable and
other assets which are customarily

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transferred or in respect of which security interests are customarily granted in
connection with asset securitization transactions involving accounts receivable.

"QUARTERLY PAYMENT PERIOD" means the period commencing on the tenth day and
ending on and including the twentieth date of each month in which federal
individual estimated tax payments are due (provided that payments in respect of
estimated state income taxes due in January may instead, at the option of NWS,
be paid during the last five days of the immediately preceding December.

"RECEIVABLES SUBSIDIARY" means a subsidiary of NWS which engages in no
activities other than in connection with the financing of accounts receivable
and which is designated by the Board of Directors of NWS (as provided below) as
a Receivables Subsidiary,

(1) no portion of the indebtedness or any other obligations, contingent or
otherwise, of which:

(a) is guaranteed by NWS or any subsidiary of NWS, excluding guarantees
of obligations, other than the principal of, and interest on,
indebtedness pursuant to representations, warranties, covenants and
indemnities entered into in the ordinary course of business in
connection with a Qualified Receivables Transaction,

(b) is recourse to or obligates NWS or any subsidiary of NWS in any way
other than pursuant to representations, warranties, covenants and
indemnities entered into in the ordinary course of business in
connection with a Qualified Receivables Transaction, or

(c) subjects any property or asset of NWS or any subsidiary of NWS other
than accounts receivable and related assets as provided in the
definition of "Qualified Receivables Transaction", directly or
indirectly, contingently or otherwise, to the satisfaction thereof,
other than pursuant to representations, warranties, covenants and
indemnities entered into in the ordinary course of business in
connection with a Qualified Receivables Transaction,

(2) with which neither NWS nor any subsidiary of NWS has any material
contract, agreement, arrangement or understanding other than on terms no
less favorable to NWS or such subsidiary than those that might be
obtained at the time from persons who are not affiliates of NWS, other
than fees payable in the ordinary course of business in connection with
servicing accounts receivable; and

(3) with which neither NWS nor any subsidiary of NWS has any obligation to
maintain or preserve such subsidiary's financial condition or cause such
subsidiary to achieve various levels of operating results. Any such
designation by the Board of Directors of NWS will be evidenced to the
trustee by filing with the trustee a certified copy of the resolutions of
the Board of Directors of NWS giving effect to such designation and an
officers' certificate certifying that such designation complied with the
foregoing conditions.

"RELATED PARTY" means

(1) any immediate family member of James E. LaCrosse; and

(2) any trust, corporation, partnership or other entity, the beneficiaries,
stockholders, partners, owners or persons beneficially holding an 80% or
more controlling interest of which consist of James E. LaCrosse and/or
such other persons referred to in this definition.

"RESTRICTED INVESTMENT" means an Investment other than a Permitted
Investment.

"RESTRICTED SUBSIDIARY" of a Person means any subsidiary of the referent
person that is not an Unrestricted Subsidiary.

"S-CORP. BUSINESSES" means NWS and any subsidiary of NWS that qualifies as a
qualified subchapter S subsidiary or is classified as a partnership or other
pass-through entity for federal income tax purposes.

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"STATED MATURITY" means, with respect to any installment of interest or
principal on any series of indebtedness, the date on which such payment of
interest or principal was scheduled to be paid in the original documentation
governing such indebtedness, and shall not include any contingent obligations to
repay, redeem or repurchase any such interest or principal prior to the date
originally scheduled for the payment thereof.

"TAX AMOUNTS" with respect to any taxable period shall not exceed an amount
equal to:

(1) the product of:

(a) the taxable income of NWS for such period as determined by the Tax
Amounts CPA, and

(b) the Tax Percentage reduced by:

(2) to the extent not previously taken into account, any income tax benefit
attributable to NWS which could be realized, without regard to the actual
realization, by its shareholders in the current or any prior taxable
year, or portion thereof, commencing on or after the issue date of the
old notes including any tax losses or tax credits, computed at the
applicable Tax Percentage for the year that such benefit is taken into
account for purposes of this computation.

"TAX AMOUNTS CPA" means Katz, Sapper & Miller or a nationally recognized
certified public accounting firm.

"TAX PERCENTAGE" means, for a particular taxable year, the highest effective
marginal combined rate of federal and state income tax, imposed on an individual
taxpayer, as certified by the Tax Amounts CPA in a certificate filed with the
trustee. The rate of "state income tax" to be taken into account for purposes of
determining the Tax Percentage for a particular taxable year shall be deemed to
be the highest state marginal tax rate applicable to any stockholder.

"TRUE-UP AMOUNT" means, in respect of a particular taxable year, an amount
determined by the Tax Amounts CPA equal to the difference between

(1) the aggregate Permitted Quarterly Tax Distributions actually distributed
in respect of such taxable year, and

(2) the actual Tax Amounts for such year.

For purposes of this Agreement, the amount equal to the excess, if any, of
the amount described in clause (1) over the amount described in clause (2) above
shall be referred to as the "True-up Amount due to NWS" and the excess, if any,
of the amount described in clause (2) over the amount described in clause (1)
above shall be referred to as the "True-up Amount due to the shareholders."

"TRUE-UP DETERMINATION DATE" means the date on which the Tax Amounts CPA
delivers a statement to the trustee indicating the True-up Amount.

"UNRESTRICTED SUBSIDIARY" means any subsidiary of NWS that is designated by
the Board of Directors as an Unrestricted Subsidiary pursuant to a board
resolution; but only to the extent that such subsidiary:

(1) has no indebtedness other than Non-Recourse Debt;

(2) is not party to any agreement, contract, arrangement or understanding
with NWS or any of its Restricted Subsidiaries unless the terms of any
such agreement, contract, arrangement or understanding are no less
favorable to NWS or such Restricted Subsidiary than those that might be
obtained at the time from persons who are not affiliates of NWS;

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(3) is a person with respect to which neither NWS nor any of its Restricted
Subsidiaries has any direct or indirect obligation:

(a) to subscribe for additional equity interests, or

(b) to maintain or preserve such person's financial condition or to cause
such person to achieve any specified levels of operating results;

(4) has not guaranteed or otherwise directly or indirectly provided credit
support for any indebtedness of NWS or any of its Restricted
Subsidiaries; and

(5) has at least one director on its Board of Directors that is not a
director or executive officer of NWS or any of its Restricted
Subsidiaries and has at least one executive officer that is not a
director or executive officer of NWS or any of its Restricted
Subsidiaries.

Any such designation by the Board of Directors shall be evidenced to the
trustee by filing with the trustee a certified copy of the board resolution
giving effect to such designation and an officers' certificate certifying that
such designation complied with the foregoing conditions and was permitted by the
covenant described above under the caption "Certain Covenants--Restricted
Payments."

If, at any time, any Unrestricted Subsidiary would fail to meet the
foregoing requirements as an Unrestricted Subsidiary, it shall thereafter cease
to be an Unrestricted Subsidiary for purposes of the indenture and any
indebtedness of such subsidiary shall be deemed to be incurred by a Restricted
Subsidiary of NWS as of such date and, if such indebtedness is not permitted to
be incurred as of such date under the covenant described under the caption
"Incurrence of Indebtedness and Issuance of Preferred Stock," NWS shall be in
default of such covenant.

The Board of Directors of NWS may at any time designate any Unrestricted
Subsidiary to be a Restricted Subsidiary; PROVIDED that such designation shall
be deemed to be an incurrence of indebtedness by a Restricted Subsidiary of NWS
of any outstanding indebtedness of such Unrestricted Subsidiary and such
designation shall only be permitted if:

(1) such indebtedness is permitted under the covenant described under the
caption "Certain Covenants--Incurrence of Indebtedness and Issuance of
Preferred Stock," calculated on a pro forma basis as if such designation
had occurred at the beginning of the four-quarter reference period; and

(2) no default or event of default would be in existence following such
designation.

"WEIGHTED AVERAGE LIFE TO MATURITY" means, when applied to any indebtedness
at any date, the number of years obtained by dividing:

(1) the sum of the products obtained by multiplying:

(a) the amount of each then remaining installment, sinking fund, serial
maturity or other required payments of principal, including payment
at final maturity, in respect thereof, by

(b) the number of years calculated to the nearest one-twelfth, that will
elapse between such date and the making of such payment, by

(2) the then outstanding principal amount of such indebtedness.

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BOOK-ENTRY PROCEDURES FOR THE GLOBAL NOTES

The descriptions of the operations and procedures of DTC, Euroclear and
Cedel set forth below are provided solely as a matter of convenience. These
operations and procedures are solely within the control of the respective
settlement systems and are subject to change by them from time to time. Neither
NWS nor the initial purchasers takes any responsibility for these operations or
procedures, and investors are urged to contact the relevant systems or its
participants directly to discuss these matter.

BOOK-ENTRY, DELIVERY AND FORM

Except as set forth below, the notes will be in the form of one or more
registered global notes without interest coupons. The global notes will be
deposited with the trustee, as custodian for DTC, and registered in the name of
DTC or its nominee for credit to the accounts of DTC's Direct and Indirect
Participants, as defined below. Transfer of beneficial interests in global notes
will be subject to the applicable rules and procedures of DTC and its Direct and
Indirect Participants, which may change from time to time.

The global notes may be transferred, in whole and not in part, only to
another nominee of DTC or to a successor of DTC or its nominee in limited
circumstances. Beneficial interests in the global notes may be exchanged for
notes in certificated form in limited circumstances.

Initially, the trustee will act as paying agent and registrar. The notes may
be presented for registration of transfer and exchange at the offices of the
registrar.

DEPOSITARY PROCEDURES

DTC has advised NWS that it is a limited-purpose trust company created to
hold securities for its participating organizations, referred to as "Direct
Participants", and to facilitate the clearance and settlement of transactions in
those securities between Direct Participants through electronic book-entry
changes in accounts of participants. The Direct Participants include securities
brokers and dealers, including the initial purchasers, banks, trust company,
clearing corporations and various other organizations, including Euroclear and
Cedel. Access to DTC's system is also available to other entities that clear
through, or maintain a direct or indirect custodial relationship with, a Direct
Participant, referred to as "Indirect Participants".

DTC has advised NWS that, pursuant to DTC's procedures,

(1) upon deposit of the global notes, DTC will credit the accounts of the
Direct Participants designated by the initial purchasers with an interest
in the global notes, and

(2) DTC will maintain records of the ownership interests of Direct
Participants in the global notes and the transfer of ownership interests
by and between Direct Participants.

However, DTC will not maintain records of the ownership interests of, or the
transfer of ownership interests by and between, Indirect Participants or other
owners of beneficial interests in the global notes. Direct Participants and
Indirect Participants must maintain their own records of the ownership interests
of, and the transfer of ownership interests by and between, Indirect
Participants and other owners of beneficial interests in the global notes.

Investors in the global notes may hold their interests therein directly
through DTC if they are Direct Participants in DTC or indirectly through
organizations that are Direct Participants in DTC. Morgan Guaranty Trust Company
of New York, Brussels office is the operator and depository of Euroclear, and
Citibank, N.A. is the operator and depository of CEDEL, and each is a "nominee"
of Euroclear and CEDEL, respectively. Therefore, they will each be recorded on
DTC's records as the holders of all ownership interests held by them on behalf
of Euroclear and CEDEL, respectively. Euroclear and CEDEL must maintain on their
own records the ownership interests, and transfers of

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ownership interests by and between, their own customers' securities accounts.
DTC will not maintain such records. All ownership interests in any global notes,
including those of customers' securities accounts held through Euroclear or
CEDEL, may be subject to the procedures and requirements of DTC.

The laws of some states' jurisdictions may require that specified persons
take physical delivery in definitive, certificated form, of securities that they
own. This may limit or curtail the ability to transfer beneficial interests in a
global note to such persons. Because DTC can act only on behalf of Direct
Participants, which in turn act on behalf of Indirect Participants and others,
the ability of a person having a beneficial interest in a global note to pledge
such interest to persons or entities that are not Direct Participants in DTC, or
to otherwise take actions in respect of such interests, may be affected by the
lack of physical certificates evidencing such interests.

Except as described in "--Transfers of Interests in Global Notes for
Certificated Notes", owners of beneficial interests in the global notes will
not:

- have notes registered in their names;

- receive physical delivery of notes in certificated form; or

- be considered the registered owners or holders thereof under the indenture
for any purpose.

Under the terms of the indenture, NWS, the guarantors and the trustee will
treat the persons in whose names the notes are registered including notes
represented by global notes, as the owners thereof for the purpose of receiving
payments and for any and all other purposes. Payments in respect of the
principal, premium, liquidated damages, if any, and interest on global notes
registered in the name of DTC or its nominee will be payable by the trustee to
DTC or its nominee as the registered holder under the indenture. Consequently,
neither NWS, the trustee nor any agent of NWS or the trustee has or will have
any responsibility or liability for

(1) any aspect of DTC's records or any Direct Participant's or Indirect
Participant's records relating to or payments made on account of
beneficial ownership interests in the global notes or for maintaining,
supervising or reviewing any of DTC's records or any Direct Participant's
or Indirect Participant's records relating to the beneficial ownership
interests in any global note, or

(2) any other matter relating to the actions and practices of DTC or any of
its Direct Participants or Indirect Participants.

DTC has advised NWS that its current payment practice for payments of
principal, interest and the like, with respect to securities such as the notes
is to credit the accounts of the relevant Direct Participants with such payment
on the payment date in amounts proportionate to such Direct Participant's
respective ownership interests in the global notes as shown on DTC's records.
Payments by Direct Participants and Indirect Participants to the beneficial
owners of the notes will be governed by standing instructions and customary
practices between them and will not be the responsibility of DTC, the trustee,
NWS or the guarantors. Neither NWS, the guarantors nor the trustee will be
liable for any delay by DTC or its Direct Participants or Indirect Participants
in identifying the beneficial owners of the notes, and NWS and the trustee may
conclusively rely on and will be protected in relying on instructions from DTC
or its nominee as the registered owner of the notes for all purposes.

Transfers between Direct Participants in DTC will be effected in accordance
with DTC's procedures, and will be settled in same-day funds. Transfers between
Indirect Participants in Euroclear or Cedel will be effected in the ordinary way
in accordance with their respective rules and operating procedures.

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Cross-market transfers between Direct Participants in DTC, on the one hand,
and Indirect Participants who hold interests in the notes through Euroclear or
CEDEL, on the other hand, will be effected by Euroclear's or CEDEL's respective
nominee through DTC in accordance with DTC's rules on behalf of Euroclear or
CEDEL; HOWEVER, delivery of instructions relating to crossmarket transactions
must be made directly to Euroclear or CEDEL, as the case may be, by the
counterparty in accordance with the rules and procedures of Euroclear or CEDEL
and within their established deadlines which are Brussels time for Euroclear and
UK time for CEDEL. Indirect Participants who hold interest in the notes through
Euroclear and CEDEL may not deliver instructions directly to Euroclear's or
CEDEL's nominee. Euroclear or CEDEL will, if the transaction meets its
settlement requirements, deliver instructions to its respective nominee to
deliver or receive interests on Euroclear's or CEDEL's behalf in the relevant
global note in DTC, and make or receive payment in accordance with normal
procedures for same-day fund settlement applicable to DTC.

Because of time zone differences, the securities accounts of an Indirect
Participant purchasing an interest in a global note from a Direct Participant in
DTC will be credited, and any such crediting will be reported to Euroclear or
CEDEL during the European business day immediately following the settlement date
of DTC in New York. Although recorded in DTC's accounting records as of DTC's
settlement date in New York, Euroclear and CEDEL customers will not have access
to the cash amount credited to their accounts as a result of a sale of an
interest in a global note to a DTC Participant until the European business day
for Euroclear or CEDEL immediately following DTC's settlement date.

DTC has advised NWS that it will take any action permitted to be taken by a
holder of notes only at the direction of one or more Direct Participants to
whose account interests in the global notes are credited and only in respect of
such portion of the aggregate principal amount of the notes to which such Direct
Participant or Direct Participants has or have given direction. However, if
there is an event of default under the notes, DTC reserves the right to exchange
global notes, without the direction of one or more of its Direct Participants,
for legended notes in certificated form, and to distribute such certificated
forms of notes to its Direct Participants.

Although DTC, Euroclear and CEDEL have agreed to the foregoing procedures to
facilitate transfers of interests in the global notes among Direct Participants,
including Euroclear and CEDEL, they are under no obligation to perform or to
continue to perform such procedures, and such procedures may be discontinued at
any time. None of NWS, the guarantors, the initial purchasers or the trustee
shall have any responsibility for the performance by DTC, Euroclear or CEDEL or
their respective Direct and Indirect Participants of their respective
obligations under the rules and procedures governing any of their operations.

TRANSFERS OF INTERESTS IN GLOBAL NOTES FOR CERTIFICATED NOTES

An entire global note may be exchanged for definitive notes in registered,
certificated form without interest coupons if

(1) DTC

(a) notifies NWS that it is unwilling or unable to continue as depositary
for the global notes and NWS thereupon fails to appoint a successor
depositary within 90 days or

(b) has ceased to be a clearing agency registered under the Exchange Act,

(2) NWS, at its option, notifies the trustee in writing that it elects to
cause the issuance of certificated notes, or

(3) there shall have occurred and be continuing a default or an event of
default with respect to the notes.

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In any such case, NWS will notify the trustee in writing that, upon surrender by
the Direct and Indirect Participants of their interest in such global note,
certificated notes will be issued to each person that such Direct and Indirect
Participants and the DTC identify as being the beneficial owner of the related
notes.

Beneficial interests in global notes held by any Direct or Indirect
Participant may be exchanged for certificated notes upon request to DTC, by such
Direct Participant for itself or on behalf of an Indirect Participant, to the
trustee in accordance with customary DTC procedures. certificated notes
delivered in exchange for any beneficial interest in any global note will be
registered in the names, and issued in any approved denominations, requested by
DTC on behalf of such Direct or Indirect Participants, in accordance with DTC's
customary procedures.

Neither NWS, the guarantors nor the trustee will be liable for any delay by
the holder of any global note or DTC in identifying the beneficial owners of
notes, and NWS and the trustee may conclusively rely on, and will be protected
in relying on, instructions from the holder of the global note or DTC for all
purposes.

SAME DAY SETTLEMENT AND PAYMENT

The indenture requires that payments in respect of the notes represented by
the global notes including principal, premium, if any, interest and liquidated
damages, if any, be made by wire transfer of immediately available same day
funds to the accounts specified by the holder of interests in such global note.
With respect to certificated notes, NWS will make all payments of principal,
premium, if any, interest and liquidated damages, if any, by wire transfer of
immediately available same day funds to the accounts specified by the holders
thereof or, if no such account is specified, by mailing a check to each such
holder's registered address. NWS expects that secondary trading in the
certificated notes will also be settled in immediately available funds.

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REGISTRATION RIGHTS; LIQUIDATED DAMAGES

NWS, the guarantors and the initial purchasers entered into a registration
rights agreement on January 25, 1999. Pursuant to this agreement, NWS and the
guarantors agreed to file a registration statement relating to the exchange
offer for the old notes under the Securities Act with the SEC within 60 days of
the issue date, and to use their respective best efforts to have it declared
effective at the earliest possible time. NWS and the guarantors also agreed to
use their best efforts to cause the exchange offer registration statement to be
effective continuously, to keep the exchange offer open for a period of not less
than 20 business days, and to cause the exchange offer to be consummated no
later than the 30th business day after it is declared effective by the SEC.

(a) the exchange offer is not permitted by applicable law or SEC policy, or

(b) any holder of old notes which are transfer restricted securities
notifies NWS prior to the 20th business day following the consummation of
the exchange offer that:

(1) it is prohibited by law or SEC policy from participating in the
exchange offer;

(2) it may not resell the notes acquired by it in the exchange offer to
the public without delivering a prospectus, and the prospectus
contained in the exchange offer registration statement is not
appropriate or available for such resales by it; or

(3) it is a broker-dealer and holds old notes acquired directly from NWS
or any of its affiliates then,

NWS and the guarantors will file with the SEC a shelf registration statement to
register for public resale the transfer restricted securities held by any such
holder who provides NWS with information for inclusion in the shelf registration
statement.

For the purposes of the registration rights agreement, "transfer restricted
securities" means each old note until the earliest of the date of which:

(1) such old note is exchanged in the exchange offer and entitled to be
resold to the public by the holder thereof without complying with the
prospectus delivery requirements of the Securities Act;

(2) such old note has been disposed of in accordance with the shelf
registration statement; or

(3) such old note is distributed to the public pursuant to Rule 144 under
the Securities Act.

The registration rights agreement provides that NWS and the guarantors agree
to pay to each holder of transfer restricted securities liquidated damages if
any of the following registration defaults occur:

(1) NWS fails to file an exchange offer registration statement with the SEC
on or prior to the 60th day after the issue date;

(2) the exchange offer registration statement is not declared effective by
the SEC on or prior to the 150th day after the issue date;

(3) the exchange offer is not consummated on or before the 30th business day
after the exchange offer registration statement is declared effective;

(4) NWS is obligated to file the shelf registration statement and fails to
file the shelf registration statement with the SEC on or prior to the
30th day after such filing obligation arises;

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(5) NWS is obligated to file a shelf registration statement and the shelf
registration statement is not declared effective on or prior to the 90th
day after the obligation to file a shelf registration statement arises;
or

(6) the exchange offer registration statement or the shelf registration
statement, as the case may be, is declared effective but thereafter
ceases to be effective or useable in connection with resales of the
transfer restricted securities, for such time of non-effectiveness or
non-usability.

Such liquidated damages shall be paid in an amount equal to $0.05 per week
per $1,000 in principal amount of transfer restricted securities held by such
holder for each week or portion thereof that the registration default continues
for the first 90 day period immediately following the occurrence of such
registration default. The amount of the liquidated damages shall increase by an
additional $0.05 per week per $1,000 in principal amount of transfer restricted
securities with respect to each subsequent 90 day period until all registration
defaults have been cured, up to a maximum amount of $0.50 per week per $1,000 in
principal amount of transfer restricted securities. NWS and the guarantors shall
not be required to pay liquidated damages for more than one registration default
at any given time. Following the cure of all registration defaults, the accrual
of liquidated damages will cease.

All accrued liquidated damages shall be paid by NWS or the guarantors to
holders entitled thereto by wire transfer to the accounts specified by them or
by mailing checks to their registered address if no such accounts have been
specified.

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U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of United States federal income tax consequences
associated with the exchange of the old notes for the exchange notes pursuant to
the exchange offer and the ownership and disposition of the exchange notes that
are applicable to those holders of exchange notes who purchased the old notes
upon original issuance and who acquires an exchange note pursuant to the
exchange offer. The summary is based upon current laws, regulations, rulings and
judicial decisions, all of which are subject to change, possibly with
retroactive effect, and to differing interpretations. The discussion below does
not address all aspects of U.S. federal income taxation that may be relevant to
particular holders in the context of their specific investment circumstances or
specific types of holders subject to special treatment under such laws, such as
financial institutions, tax-exempt organizations, insurance company or dealers
in securities or currencies, persons that will hold notes as a position in a
"straddle" or conversion transaction, or as part of a "synthetic security" or
other integrated financial transaction, or persons that have a "functional
currency" other than the U.S. dollar. In addition, the discussion does not
address any aspect of state, local or foreign taxation and assumes that
purchasers of the notes will hold them as "capital assets", generally, property
held for investment, within the meaning of Section 1221 of the Code.

For purposes of the discussion, a "U.S. Holder" is:

- a beneficial holder of a note that is an individual who is a citizen or
resident of the U.S.;

- a corporation, partnership or other entity created under the laws of the
U.S. or any political subdivision thereof; or

- an estate that is subject to U.S. federal income taxation without regard
to the source of income or a trust whose administration is subject to the
primary supervision of a U.S. court and which has one or more U.S. persons
who have authority to control substantial decisions of the trust.

A "Non-U.S. Holder" is any holder who is not a U.S. Holder.

Prospective holders of the notes are urged to consult their tax advisors
concerning the U.S. federal income tax consequences of acquiring, owning and
disposing of the notes as well as the application of state, local and foreign
income and other tax laws.

S CORPORATION STATUS

NWS has elected to be treated as an S corporation under the Code and for
each of its subsidiaries to be qualified subchapter S subsidiaries under the
Code or other similarly taxed pass-through entities. Accordingly, the
shareholders of NWS are directly subject to tax on their respective
proportionate shares of the taxable income of NWS and its subsidiaries for
federal and state income tax purposes.

While NWS believes that it qualifies and will continue to qualify as an S
corporation and that its subsidiaries have qualified and will continue to
qualify as S corporations, qualified subchapter S subsidiaries or other
pass-through entities for federal and state income tax purposes, if the Internal
Revenue Service successfully challenges the pass-through status of NWS or any of
its subsidiaries, the Internal Revenue Service could require NWS to pay federal
and state income taxes, plus interest and possibly penalties, on its past and
future taxable income. While the shareholders have agreed to indemnify NWS if
the pass-through status of NWS or any of its subsidiaries is successfully
challenged, there can be no assurance that the resultant payment of taxes,
interest and penalties will not have a negative impact on NWS' earnings.

CONTINUATION OF NWS' STATUS AS AN S CORPORATION

The consummation of the initial offering was conditioned, among other
things, upon the receipt by NWS of an opinion of Ice Miller Donadio & Ryan,
counsel to NWS in connection with the initial

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offering, that the issuance of the old notes would not cause the termination of
the pass-through status of NWS or any of its subsidiaries. Investors should be
aware, however, that opinions of counsel are not binding upon the Internal
Revenue Service or any court, and there can be no assurance that the Internal
Revenue Service or a court will agree with the conclusion expressed in the
opinion referred to above. The following discussion assumes that the notes will
be treated as indebtedness for all federal income tax purposes.

U.S. HOLDERS

EXCHANGE OFFER

The exchange of an old note for an exchange note pursuant to the exchange
offer will not constitute a "significant modification" of the old note for
United States federal income tax purposes and, accordingly, the exchange note
received will be treated as a continuation of the old note in the hand of such
holder. As a result, there will be no United States federal income tax
consequences to a U.S. Holder who exchanges an old note for an exchange note
pursuant to the exchange offer, and any such holder will have the same adjusted
tax basis and holding period in the exchange note as it had in the old note
immediately before the exchange.

PAYMENTS OF INTEREST

Payments of interest on a note will be taxable to a U.S. Holder as ordinary
interest income at the time that such payments are accrued or are received, in
accordance with the U.S. Holder's method of tax accounting.

If NWS is required to pay liquidated damages, as discussed herein under
"Registration Rights; Liquidated Damages", such payment will be taxable to a
U.S. Holder as ordinary income in accordance with such U.S. Holder's method of
accounting for tax purposes. NWS believes that the likelihood that it would be
required to pay liquidated damages is remote. Accordingly, NWS does not intend
to treat the possibility of paying liquidated damages as affecting the yield to
maturity of the notes.

REDEMPTION, SALE OR OTHER DISPOSITION OF NOTES

If a note is redeemed, sold or otherwise disposed of, a U.S. Holder
generally will recognize gain or loss equal to the excess of the amount realized
on the sale or other disposition of such note, to the extent such amount does
not represent accrued but unpaid interest, over such U.S. Holder's tax basis in
the note. Such gain or loss will be capital gain or loss, assuming that the U.S.
Holder has held the note as a capital asset and none of the gain is market
discount. Capital gain or loss will be long-term capital gain if the U.S. Holder
has held the note for more than 12 months at the time of disposition.

A "market discount note" is a note that is acquired other than at the
original issuance, where the tax basis of the note to the holder is less than
the stated redemption price of the note at maturity. The excess of such
redemption price over the tax basis is the "market discount." In general, upon
the disposition of a market discount note, gain shall be treated as ordinary
income up to the amount of market discount attributable to the holder of the
note. Holders who acquire a note after original issuance at a discount should
consult their tax advisors concerning the recognition of the market discount.

INFORMATION REPORTING AND BACKUP WITHHOLDING

A noncorporate U.S. Holder may be subject to information reporting and to
backup withholding at a rate of 31% with respect to payments of principal and
interest made on a note, or on proceeds of disposition of a note before
maturity, unless such U.S. Holder provides proof of an applicable

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exemption or a correct taxpayer identification number, and otherwise complies
with applicable requirements of the information reporting and backup withholding
rules.

Any amounts withheld under the backup withholding rules will be allowed as a
refund or credit against the U.S. Holder's U.S. federal income tax liability
provided the required information is furnished to the Internal Revenue Service.

NON-U.S. HOLDERS

PAYMENTS OF INTEREST

No withholding of U.S. federal income tax will be required with respect to
payments by NWS of interest on a note to a Non-U.S. Holder of such note,
provided that:

- the holder does not actually or constructively own 10% or more of the
total combined voting power of all classes of stock of NWS entitled to
vote, is not a controlled foreign corporation that is related to NWS
through stock ownership, a foreign tax-exempt organization or foreign
private foundation for U.S. federal income tax purposes, and

- the requirements of Sections 871(h) or 881(c) of the Code, as set forth
below, are satisfied.

Notwithstanding the above, a Non-U.S. Holder that is engaged in the conduct
of a U.S. trade or business will be subject to:

(1) U.S. federal income tax on interest that is effectively connected with
such trade or business and

(2) if the Non-U.S. Holder is a corporation, a U.S. branch profits tax equal
to 30% of its "effectively connected earnings and profits", as adjusted,
for the taxable year, unless it qualifies for an exemption from such tax
or a lower tax rate under an applicable treaty.

REDEMPTION, SALE OR OTHER DISPOSITION OF EXCHANGE NOTES

A Non-U.S. Holder generally will not be subject to tax on any capital gains
recognized upon the redemption, sale, or other disposition of a note unless

(1) such gain is effectively connected with the conduct of a U.S. trade or
business by the Non-U.S. Holder, or

(2) in the case of a Non-U.S. Holder who is a nonresident alien individual,
such holder is present in the U.S. for 183 or more days in the taxable
year and other requirements are met.

In the case of (1) above, the Non-U.S. Holder will be subject to tax on its net
income at graduated rates. In the case of (2) above, the Non-U.S. Holder will be
subject to tax at a rate of 30% on any such capital gains to the extent that
such capital gains exceed his U.S. source capital losses.

FEDERAL ESTATE TAX

A note held by an individual who at the time of death is not a citizen or
resident of the U.S. will not be subject to U.S. federal estate tax as a result
of such individual's death, provided that the individual does not actually or
constructively own 10% or more of the total combined voting power of all classes
of stock of NWS entitled to vote and that the interest accrued on such notes was
not effectively connected with a U.S. trade or business.

OWNER STATEMENT REQUIREMENT

Sections 871(h) and 881(c) of the Code require that either the beneficial
owner of a note or a securities clearing organization, bank or other financial
institution that holds customers' securities in

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the ordinary course of its trade or business and that holds a note on behalf of
such owner file a statement with NWS or its agent to the effect that the
beneficial owner is not a U.S. Person in order to avoid withholding of U.S.
federal income tax. Under current regulations, this requirement will be
satisfied if NWS or its agent receives

(1) a statement from the beneficial owner of a note in which such owner
certifies, under penalties of perjury, that such owner is not a U.S.
Person and provides such owner's name and address, or

(2) a statement from the financial institution holding the note on behalf of
the beneficial owner in which such financial institution certifies, under
penalties of perjury, that it has received the owner's statement referred
to in clause (1) above together with a copy of such owner's statement.

The beneficial owner must inform NWS or its agent or, in the case of a statement
described in clause (2) of the immediately preceding sentence, the financial
institution, within 30 days of any change in information on the owner's
statement.

BACKUP WITHHOLDING AND INFORMATION REPORTING

Under current U.S. federal income tax law, a 31% backup withholding tax is
applied to various payments made to, and to the proceeds of sales before
maturity by, U.S. persons if such persons

(1) fail to furnish their taxpayer identification numbers which, for an
individual, would be his or her social security number, or

(2) in some circumstances, fail to certify, under penalties of perjury, that
they have both furnished a correct taxpayer identification number and not
been notified by the Internal Revenue Service that they are subject to
backup withholding for failure to report interest payments.

Under current regulations, this backup withholding will not apply to payments
made by NWS or a paying agent on a note if the owner's statement is received;
provided in each case that NWS or the paying agent, as the case may be, does not
have actual knowledge that the payee is a U.S. Person.

Under current regulations, payments of the proceeds of the sale of a note to
or through a foreign office of a "broker" will not be subject to backup
withholding but will be subject to information reporting if the broker is a U.S.
person, a controlled foreign corporation for U.S. federal income tax purposes,
or a foreign person 50% or more of whose gross income is from a U.S. trade or
business for a specified three-year period unless the broker has in its records
documentary evidence that the holder of a note is not a U.S. person and various
conditions are met or the holder of a note otherwise establishes an exemption.
Payment of the proceeds of a sale to or through the U.S. office or a broker is
subject to backup withholding and information reporting unless the holder
certifies its non-U.S. status under penalties of perjury or otherwise
establishes an exemption.

On October 7, 1997, the Treasury Department released new Treasury
Regulations governing the backup withholding and information reporting
requirements described above. The new regulations would not generally alter the
treatment of Non-U.S. Holders who furnish an owner's statement to the payor. The
new regulations may change procedures applicable to the foreign office of a U.S.
broker or foreign brokers with various types of relationships to the U.S. based
on a recent Internal Revenue Service notice, the new regulations generally are
effective for payments made after December 31, 1999. Prospective investors
should consult their tax advisors regarding the effect, if any, of such new
Treasury Regulations on an investment in the notes.

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PLAN OF DISTRIBUTION

Based on interpretations by the SEC set forth in no-action letters issued to
third parties in similar transactions, NWS believes that the exchange notes
issued in the exchange offer in exchange for the old notes may be offered for
resale, resold and otherwise transferred by holders without compliance with the
registration and prospectus delivery provisions of the Securities Act, provided
that the exchange notes are acquired in the ordinary course of such holders'
business and the holders are not engaged in, and do not intend to engage in, and
have no arrangement or understanding with any person to participate in, a
distribution of exchange notes. This position does not apply to any holder that
is

(1) an "affiliate" of NWS within the meaning of Rule 406 under the
Securities Act,

(2) a broker-dealer who acquired old notes directly from NWS, or

(3) broker-dealers who acquired old notes as a result of market-making or
other trading activities.

Any broker-dealer ("Participating Broker-Dealers") receiving exchange notes in
the exchange offer are subject to a prospectus delivery requirement with respect
to resales of the exchange notes. To date, the SEC has taken the position that
Participating Broker-Dealers may fulfill their prospectus delivery requirements
with respect to transactions involving an exchange of securities such as the
exchange pursuant to the exchange offer, other than a resale of an unsold
allotment from the sale of the old notes to the initial purchasers, with this
prospectus.

Each broker-dealer receiving exchange notes for its own account in the
exchange offer must acknowledge that it will deliver a prospectus in any resale
of the exchange notes. Participating Broker-Dealers may use this prospectus in
reselling exchange notes, if the old notes were acquired for their own accounts
as a result of market-making activities or other trading activities. NWS has
agreed that a Participating Broker-Dealer may use this prospectus in reselling
exchange notes for a period ending one year after the expiration date or, if
earlier, when a Participating Broker-Dealer has disposed of all exchange notes.
A Participating Broker-Dealer intending to use this prospectus in the resale of
exchange notes must notify NWS on or before the expiration date that it is a
Participating Broker-Dealer. This notice may be given in the space provided for
in the letter of transmittal or may be delivered to the exchange agent. NWS has
agreed that, for a period of one year after the expiration date, it will make
this prospectus, and any amendment or supplement to this prospectus, available
to any broker-dealer that requests these documents in the letter of transmittal.

NWS will not receive any cash proceeds from the exchange notes.
Broker-dealers acquiring exchange notes for their own accounts may sell the
notes in one or more transactions in the over-the-counter market, in negotiated
transactions, through writing options on the exchange notes or a combination of
such methods. Any resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any broker-dealer and/or the purchasers of exchange notes.

Any broker-dealer reselling exchange notes that it received in the exchange
offer and any broker or dealer that participates in a distribution of exchange
notes may be deemed to be an "underwriter" within the meaning of the Securities
Act. Any profit on any resale of exchange notes and any commissions or
concessions received by any persons may be deemed to be underwriting
compensation under the Securities Act. The letter of transmittal states that by
acknowledging that it will deliver and by delivering a prospectus, a
broker-dealer will not admit that it is an "underwriter" within the meaning of
the Securities Act.

LEGAL MATTERS

The validity of the exchange notes offered hereby will be passed upon for
NWS by Ice Miller Donadio & Ryan, Indianapolis, Indiana.

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CHANGE IN INDEPENDENT AUDITORS

In 1998, NWS reassessed its requirements for auditing services. NWS advised
Katz, Sapper & Miller, its independent auditors at that time, that it would
interview national accounting firms prior to retaining an auditor for its March
31, 1998 audit. Following such interviews, in March, 1998 NWS retained Ernst &
Young LLP as its independent auditors. Katz, Sapper & Miller audited the
consolidated financial statements of NWS for the years ended March 31, 1995
through March 31, 1997. During such years, the auditors' reports on such
financial statements contained no adverse opinions or disclaimers of opinion and
there were no qualifications or modifications of the opinions due to
uncertainty, audit scope, or accounting principles. During such period, there
were no disagreements with NWS' independent auditors on any matters of
accounting principles or practices, financial statement disclosures, or auditing
scope or procedure.

EXPERTS

The consolidated financial statements of National Wine & Spirits, Inc. at
March 31, 1999 and 1998, and for the years then ended, appearing in this
prospectus and registration statement have been audited by Ernst & Young LLP,
independent auditors, and for the year ended March 31, 1997, by Katz, Sapper &
Miller, LLP, independent auditors as set forth in their respective reports
thereon appearing elsewhere herein, and are included in reliance upon such
reports given upon the authority of such firms as experts in accounting and
auditing.

WHERE YOU CAN FIND MORE INFORMATION

NWS has filed with the SEC a registration statement on Form S-4 for the
registration of the exchange notes. This prospectus, which constitutes a part of
the registration statement, does not contain all of the information set forth in
the registration statement or the exhibits to the registration statement.

NWS is not currently subject to the informational requirements of the
Exchange Act. Upon completion of the exchange offer, NWS will be subject to the
information requirements of the Exchange Act and will be required to file
periodic reports and other information with the SEC. The registration statement,
such reports and other information can be inspected and copied at the public
reference facilities of the SEC located in Washington D.C, Chicago, Illinois and
New York, New York. Copies of such material, including copies of all or any
portion of the registration statement, can be obtained from these public
reference facilities at prescribed rates. These materials may also be accessed
electronically by means of the SEC's website (HTTP://WWW.SEC.GOV).

Pursuant to the indenture, NWS has agreed that, beginning with the fiscal
period ending December 31, 1998 and for as long as any notes remain outstanding,
it will furnish to the holders of the notes quarterly and annual financial
statements substantially equivalent to financial statements that would have been
included in reports filed with the SEC, if NWS were subject to Section 13 or
15(d) of the Exchange Act, including, with respect to annual information only, a
report thereon by NWS' certified independent public accountants as such would be
required in such reports to the SEC, and, in each case, together with a
management's discussion and analysis of financial condition and results of
operations which would be so required. Such requirements may be satisfied
through the filing and provision of such documents and reports which would
otherwise be required pursuant to Section 13 in respect of NWS.

101
<PAGE>
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
NATIONAL WINE & SPIRITS, INC.

Reports of Independent Auditors............................................................................ F-2

Consolidated Balance Sheets as of March 31, 1998 and 1999.................................................. F-4

Consolidated Statements of Income for the years ended March 31, 1997, 1998 and 1999........................ F-5

Consolidated Statements of Stockholders' Equity for the years ended March 31, 1997,
1998 and 1999............................................................................................ F-6

Consolidated Statements of Cash Flows for the years ended March 31, 1997, 1998 and 1999.................... F-7

Notes to Consolidated Financial Statements................................................................. F-8
</TABLE>

F-1
<PAGE>
REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Stockholders
National Wine & Spirits, Inc.

We have audited the accompanying consolidated balance sheets of National
Wine & Spirits, Inc. as of March 31, 1999 and 1998, and the related consolidated
statements of income, stockholders' equity and cash flows for the years then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of National Wine &
Spirits, Inc. at March 31, 1999 and 1998, and the consolidated results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

Ernst & Young LLP

Indianapolis, Indiana
May 28, 1999

F-2
<PAGE>
REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Stockholders
National Wine & Spirits, Inc.

We have audited the accompanying consolidated statement of income,
stockholders' equity and cash flows of National Wine & Spirits, Inc. for the
year ended March 31, 1997. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our 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 National Wine & Spirits, Inc. for the year ended March 31, 1997 in conformity
with generally accepted accounting principles.

Katz, Sapper & Miller, LLP

Indianapolis, Indiana
June 18, 1997

F-3
<PAGE>
NATIONAL WINE & SPIRITS, INC.

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
MARCH 31,
------------------------------
1998 1999
-------------- --------------
<S> <C> <C>
ASSETS
Current assets:
Cash........................................................................... $ 1,370,000 $ 1,908,000
Accounts receivable, less allowance for doubtful accounts of $900,000 in 1998
and $1,298,000 in 1999....................................................... 31,313,000 37,042,000
Inventories.................................................................... 76,734,000 67,961,000
Prepaid expenses and other..................................................... 4,933,000 4,776,000
-------------- --------------
Total current assets............................................................. 114,350,000 111,687,000
Property and equipment, net...................................................... 48,565,000 49,307,000
Other assets:
Notes receivable............................................................... 1,772,000 1,486,000
Cash surrender value of life insurance, net of loans........................... 1,396,000 1,849,000
Investment in Kentucky Distributor............................................. -- 7,438,000
Intangible assets, net of amortization......................................... 2,487,000 8,080,000
Deferred pension costs......................................................... 362,000 387,000
Deposits and other............................................................. 170,000 142,000
-------------- --------------
Total other assets............................................................... 6,187,000 19,382,000
-------------- --------------
Total assets..................................................................... $ 169,102,000 $ 180,376,000
-------------- --------------
-------------- --------------

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable............................................................... $ 33,721,000 $ 27,567,000
Accrued payroll and payroll taxes.............................................. 5,034,000 5,912,000
Excise taxes payable........................................................... 5,883,000 4,055,000
Other accrued expenses and taxes............................................... 7,086,000 7,459,000
Notes payable to stockholders.................................................. 6,135,000
Current maturities of long-term debt........................................... 6,200,000 1,050,000
-------------- --------------
Total current liabilities........................................................ 64,059,000 46,043,000
Deferred pension liability....................................................... 362,000 387,000
Long-term debt................................................................... 90,099,000 116,172,000
-------------- --------------
Total liabilities................................................................ 154,520,00 162,602,000
Stockholders' equity:
Voting common stock, $.01 par value............................................ 1,000 1,000
Nonvoting common stock $.01 par value.......................................... 53,000 53,000
Additional paid-in capital..................................................... 23,202,000 25,009,000
Retained earnings (deficit).................................................... 1,929,000 (1,883,000)
-------------- --------------
25,185,000 23,180,000
Notes receivable from stockholders............................................. (10,603,000) (5,406,000)
-------------- --------------
Total stockholders' equity....................................................... 14,582,000 17,774,000
-------------- --------------
Total liabilities and stockholders' equity....................................... $ 169,102,000 $ 180,376,000
-------------- --------------
-------------- --------------
</TABLE>

See accompanying notes.

F-4
<PAGE>
NATIONAL WINE & SPIRITS, INC.

CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
YEARS ENDED MARCH 31,
----------------------------------------------
1997 1998 1999
-------------- -------------- --------------
<S> <C> <C> <C>
Net product sales............................................... $ 488,071,000 $ 505,141,000 $ 535,521,000
Distribution fees............................................... 2,729,000 16,270,000 17,832,000
-------------- -------------- --------------
Total revenue................................................. 490,800,000 521,411,000 553,353,000
Cost of products sold........................................... 402,072,000 411,734,000 436,734,000
-------------- -------------- --------------
Gross profit.................................................. 88,728,000 109,677,000 116,619,000
Selling, general and administrative expenses:
Warehouse and delivery........................................ 23,489,000 33,428,000 34,594,000
Selling....................................................... 30,906,000 32,328,000 37,944,000
Administrative................................................ 24,747,000 30,042,000 32,096,000
Start-up costs................................................ 1,157,000 3,320,000 --
-------------- -------------- --------------
80,299,000 99,118,000 104,634,000
-------------- -------------- --------------
Income from operations.......................................... 8,429,000 10,559,000 11,985,000
-------------- -------------- --------------
Interest expense:
Related parties............................................... (338,000) (507,000) (461,000)
Third parties................................................. (8,148,000) (9,165,000) (10,576,000)
-------------- -------------- --------------
(8,486,000) (9,672,000) (11,037,000)
Other income:
Equity in earnings of Kentucky distributor.................... -- -- 120,000
Gain on sale of assets........................................ 41,000 4,139,000 188,000
Interest income............................................... 1,003,000 1,246,000 977,000
Rental and other income (expense)............................. 616,000 839,000 (756,000)
-------------- -------------- --------------
Total other income.............................................. 1,660,000 6,224,000 529,000
-------------- -------------- --------------
Income before extraordinary item................................ 1,603,000 7,111,,000 1,477,000
-------------- -------------- --------------
Extraordinary item:
Loss on extinguishment of debt................................ -- -- (318,000)
-------------- -------------- --------------
Net income...................................................... $ 1,603,000 $ 7,111,000 $ 1,159,000
-------------- -------------- --------------
-------------- -------------- --------------
</TABLE>

See accompanying notes.

F-5
<PAGE>
NATIONAL WINE & SPIRITS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
$0.01 PAR VALUE ACCUMULATED NOTES
COMMON STOCK ADDITIONAL RETAINED OTHER RECEIVABLE TOTAL
------------------------ PAID-IN EARNINGS COMPREHENSIVE FROM STOCKHOLDERS'
VOTING NONVOTING CAPITAL (DEFICIT) INCOME (LOSS) STOCKHOLDERS EQUITY
----------- ----------- ---------- ---------- -------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at March 31, 1996....... $ 1,000 $ 49,000 $21,714,000 $2,117,000 $ (216,000) $(9,457,000) $14,208,000
Comprehensive income:
Net income.................. -- -- -- 1,603,000 -- -- 1,603,000
Increase in unrecognized net
pension loss.............. -- -- -- -- (222,000) -- (222,000)
Total comprehensive income.... -- -- -- -- -- -- 1,381,000
Increase in notes receivable
from stockholders........... -- -- -- -- -- (534,000) (534,000)
Distributions to
stockholders................ -- -- -- (6,077,000) -- -- (6,077,000)
Capital contributions......... -- -- 1,488,000 -- -- -- 1,488,000
Issuance of 408,554 shares of
NWS, Inc. nonvoting common
stock....................... -- 4,000 -- -- -- -- 4,000
----------- ----------- ---------- ---------- -------------- ------------ ------------
Balance at March 31, 1997....... 1,000 53,000 23,202,000 (2,357,000) (438,000) (9,991,000) 10,470,000
Comprehensive income:
Net income.................. -- -- -- 7,111,000 -- -- 7,111,000
Decrease in unrecognized net
pension loss.............. -- -- -- -- 438,000 -- 438,000
------------
Total comprehensive income.... -- -- -- -- -- -- 7,549,000
Increase in notes receivable
from stockholders........... -- -- -- -- -- (612,000) (612,000)
Distributions to
stockholders................ -- -- -- (2,825,000) -- -- (2,825,000)
----------- ----------- ---------- ---------- -------------- ------------ ------------
Balance at March 31, 1998....... 1,000 53,000 23,202,000 1,929,000 -- (10,603,000) 14,582,000
Net income.................... -- -- -- 1,159,000 -- -- 1,159,000
Decrease in notes receivable
from stockholders........... -- -- -- -- -- 5,197,000 5,197,000
Distributions to
stockholders................ -- -- -- (4,971,000) -- -- (4,971,000)
Conversion of notes payable to
Stockholders' equity........ -- -- 1,807,000 -- -- -- 1,807,000
----------- ----------- ---------- ---------- -------------- ------------ ------------
Balance at March 31, 1999....... $ 1,000 $ 53,000 $25,009,000 $(1,883,000) $ -- $(5,406,000) $17,774,000
----------- ----------- ---------- ---------- -------------- ------------ ------------
----------- ----------- ---------- ---------- -------------- ------------ ------------
</TABLE>

See accompanying notes.

F-6
<PAGE>
NATIONAL WINE & SPIRITS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEARS ENDED MARCH 31,
----------------------------------------------
1997 1998 1999
-------------- -------------- --------------
<S> <C> <C> <C>
Operating activities:
Net income..................................................... $ 1,603,000 $ 7,111,000 $ 1,159,000
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation of property and equipment....................... 4,613,000 5,872,000 6,967,000
Gain on sale of assets....................................... (41,000) (4,139,000) (188,000)
Amortization of intangible assets............................ 1,144,000 1,243,000 1,407,000
Equity earnings in Kentucky distributor...................... -- -- (120,000)
Loss on extinguishment of debt............................... -- -- 318,000
Changes in operating assets and liabilities:
Accounts receivable........................................ (568,000) 3,427,000 (5,729,000)
Inventories................................................ (1,191,000) (4,656,000) 8,773,000
Prepaid expenses and other................................. (1,692,000) (810,000) 157,000
Accounts payable........................................... 864,000 2,482,000 (6,154,000)
Accrued expenses and taxes................................. 2,207,000 (747,000) (577,000)
-------------- -------------- --------------
Net cash provided by operating activities........................ 6,939,000 9,783,000 6,013,000
Investing activities:
Purchase of property and equipment............................. (10,447,000) (13,952,000) (7,858,000)
Investment in Kentucky distributor............................. -- -- (7,500,000)
Proceeds from sales of property and equipment.................. 88,000 253,000 338,000
Payment for supplier's net assets.............................. (181,000) -- --
Proceeds from sale of assets................................... -- 3,000,000 --
Intangible assets.............................................. (947,000) (730,000) (5,869,000)
Deposits and other............................................. (58,000) 1,766,000 28,000
Increase in cash surrender value of insurance.................. (16,000) (492,000) (453,000)
Decrease in notes receivable from supplier..................... 1,590,000 -- --
Increase in receivable from affiliate.......................... -- -- --
Distributions from Kentucky distributor........................ -- -- 182,000
Collections on notes receivable................................ 34,000 247,000 286,000
-------------- -------------- --------------
Net cash used by investing activities............................ (9,937,000) (9,908,000) (20,846,000)
Financing activities:
Net borrowings (repayments) on lines of credit................. 1,414,000 (3,078,000) (62,010,000)
Proceeds from senior notes issuance............................ -- -- 110,000,000
Proceeds of long-term debt..................................... 13,811,000 11,257,000 7,500,000
Principal payments on long-term debt........................... (7,302,000) (5,975,000) (36,017,000)
Proceeds of borrowings from stockholder........................ 2,919,000 685,000 241,000
Issuance of NWS, Inc. common stock............................. 4,000 -- --
Additional paid-in capital..................................... 1,488,000 -- --
Notes receivable from stockholders and others.................. (646,000) (1,964,000) 628,000
Distributions to stockholders.................................. (6,770,000) (2,825,000) (4,971,000)
-------------- -------------- --------------
Net cash provided (used) by financing activities................. 4,918,000 (1,900,000) 15,371,000
-------------- -------------- --------------
Net increase (decrease) in cash.................................. 1,920,000 (2,025,000) 538,000
Cash, beginning of period........................................ 1,475,000 3,395,000 1,370,000
-------------- -------------- --------------
Cash, end of period.............................................. $ 3,395,000 $ 1,370,000 $ 1,908,000
-------------- -------------- --------------
-------------- -------------- --------------
</TABLE>

See accompanying notes.

F-7
<PAGE>
NATIONAL WINE & SPIRITS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 1999

1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF BUSINESS AND PRINCIPLES OF CONSOLIDATION

In December 1998, a reorganization took place which created a new holding
company, National Wine & Spirits, Inc. (NWS). All of the shares of capital stock
in National Wine & Spirits Corporation (NWSC) and NWS, Inc. (NWSI) were
contributed in exchange for shares of NWS. In addition, NWSC subsequently
distributed all of its shares in NWS Michigan, Inc. (NWSM) to NWS. Finally, a
new limited liability company subsidiary of NWSI was created into which
substantially all of the Illinois operations were transferred (NWS-LLC). The
reorganization was accounted for as a combination of entities under common
control, similar to a pooling-of-interests. As such, the financial statements
have been presented to reflect this accounting treatment. The consolidated
financial statements include the accounts of NWS, NWSC, NWSI, NWS-LLC and NWSM.
All significant intercompany accounts and transactions have been eliminated from
the consolidated financial statements. Substantially all revenues result from
the sale of liquor, beer and wine.

Based in Indianapolis, NWSC is a wholesale distributor of liquor and wines
throughout Indiana. Based in Chicago, NWSI is a wholesale distributor of liquor
and wines throughout Illinois. NWSM is a wholesale distributor of liquor
throughout Michigan. NWSC also operates a bottled water division and a division
for distribution of cigars and accessories. NWS performs periodic credit
evaluations of its customers' financial condition and generally does not require
collateral. Credit losses have been within management's expectations.

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.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company's cash, accounts receivable, short-term notes receivable,
accounts payable and certain other accrued liabilities are all short-term in
nature and the carrying amounts approximate fair value. Long-term notes
receivable and payable, except for the Company's senior notes payable, have
primarily variable interest rates, thus their carrying amounts approximate fair
value. The carrying value of the senior notes payable approximates fair value.

INVENTORY

Substantially all inventory is stated at cost, determined by the last-in,
first-out (LIFO) method, which is less than market.

Bulk whiskey represents the Company's interest in certain whiskey inventory
which is being aged by the supplying distiller. This interest serves as
collateral for related notes payable to the distiller. In accordance with
industry practices, storage and handling costs incurred during the aging process
are included as a component of the cost of bulk whiskey. Bulk whisky represented
approximately $4,200,000 and $1,692,000 of the total inventory balance at March
31, 1998 and 1999, respectively. The bulk whiskey was 100% financed by the
Company.

F-8
<PAGE>
NATIONAL WINE & SPIRITS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

MARCH 31, 1999

1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
ADVERTISING COSTS

Advertising costs are charged to operations when incurred. Advertising
expense was $2,712,000, $2,087,000 and $3,224,000 for the years ended March 31,
1997, 1998 and 1999, respectively.

PROPERTY AND EQUIPMENT

Property and Equipment are recorded at cost and are depreciated using
primarily the straight-line method over their expected useful lives as follows:

<TABLE>
<S> <C>
15-40
Land improvements............................................... years
10-40
Buildings and improvements...................................... years
Furniture and equipment......................................... 5-7 years
Warehouse equipment............................................. 7 years
Automobiles and trucks.......................................... 5 years
</TABLE>

INTANGIBLE ASSETS

Intangible assets include the cost of certain assets obtained in the
acquisition of various distributors, costs incurred in obtaining financing and
amounts paid to acquire supplier distribution rights. These costs are being
amortized by the straight-line method over the terms of the agreements or their
estimated useful lives which range from two to ten years. Accumulated
amortization related to these assets was $3,311,000 and $1,852,000 at March 31,
1998 and 1999, respectively.

LONG-LIVED ASSETS

The carrying value of the long-lived assets is periodically reviewed by
management. If this review indicates that the carrying value may be impaired
then the impaired amount will be written off.

INCOME TAXES

There is no provision for federal or state income taxes reflected in the
financial statements because the stockholders have consented to NWS' elections
to be taxed as an S corporation under the applicable provisions of the Internal
Revenue Code. NWS' income is taxable directly to its stockholders.

SEGMENT REPORTING

In April, 1998, the Company adopted the Financial Accounting Standards
Board's Statement of Financial Accounting Standards No. 131, DISCLOSURES ABOUT
SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION (Statement 131). Statement 131
establishes standards for the way that public business enterprises report
information about operating segments in annual financial statements and requires
that those enterprises report selected information about operating segments in
interim financial reports. Statement 131 also establishes standards for related
disclosures about products and services, geographic areas and major customers.
The adoption of Statement 131 did not affect results of operations or financial
position, but did affect the disclosure of segment information. See Note 10.

F-9
<PAGE>
NATIONAL WINE & SPIRITS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

MARCH 31, 1999

1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
COMPREHENSIVE INCOME

During the year ended March 31, 1998, the Company adopted the provisions of
Statement of Financial Accounting Standards No. 130, REPORTING OF COMPREHENSIVE
INCOME, which requires entities to report comprehensive income in their basic
financial statements. Comprehensive income refers to the change in an entity's
equity during a period resulting from all transactions and events other than
capital contributed by and distributions to the entity's owners. For the
Company, comprehensive income is equal to net income plus the change in
unrecognized net pension gain or loss, if any. The Company has elected to report
comprehensive income in the consolidated statements of stockholders' equity. The
Company's prior year's financial statements have been reclassified for
comparative reporting purposes, however, there was no change in the net income
or total stockholders' equity previously reported for the year ended March 31,
1997.

REVENUE RECOGNITION

NWSC and NWSI purchase inventory items for sale to customers and are liable
for payment to the suppliers, as well as collecting payment from customers. NWSM
receives a fixed fee per case of liquor distributed for the State of Michigan
(distribution fees) which is also responsible for payments to suppliers. All
Michigan shipments are cash on delivery and are deposited directly to the State
of Michigan.

Net sales and distribution fees are recognized at the time product is
shipped.

START-UP COSTS

Start-up costs to commence operations and to reach normal capacity are
expensed as incurred, in accordance with Statement of Position 98-5, REPORTING
ON THE COSTS OF START-UP ACTIVITIES.

2. INVESTMENT IN KENTUCKY DISTRIBUTORSHIP

In December 1998, NWSC, a subsidiary of the Company, formed a new
distributorship in Kentucky (Commonwealth Wine & Spirits, LLC) in partnership
with two existing Kentucky-based distributors, The Vertner Smith Company
("Vertner") and Kentucky Wine & Spirits ("Kentucky W&S"). Under the terms, NWSC
invested $7.5 million ($4.5 million in cash and a $3 million cash franchise
fee), in exchange for 25% of the new company, which management believes is the
largest distributor of wine and spirits in Kentucky. Vertner and Kentucky W&S
equally own the remaining 75%. NWSC has accounted for its investment in
Commonwealth Wine & Spirits, LLC using the equity method.

The Company received distributions of $182,000 from Commonwealth Wine &
Spirits, LLC in 1999.

F-10
<PAGE>
NATIONAL WINE & SPIRITS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

MARCH 31, 1999

3. INVENTORY

Inventory at March 31 is comprised of the following:

<TABLE>
<CAPTION>
1998 1999
------------- -------------
<S> <C> <C>
Inventory at FIFO.............................................. $ 83,734,000 $ 75,507,000
Less: LIFO reserve............................................. 7,000,000 7,546,000
------------- -------------
$ 76,734,000 $ 67,961,000
------------- -------------
------------- -------------
</TABLE>

If the Company had used the FIFO inventory method, net income would have
been $1,455,000, $570,000 and $546,000 greater for the years ended March 31,
1997, 1998 and 1999, respectively.

4. PROPERTY AND EQUIPMENT

Property and equipment at March 31 is comprised of the following:

<TABLE>
<CAPTION>
1998 1999
------------- -------------
<S> <C> <C>
Land and improvements.......................................... $ 1,421,000 $ 1,421,000
Buildings and improvements..................................... 27,233,000 27,709,000
Furniture and equipment........................................ 14,307,000 15,032,000
Warehouse equipment............................................ 23,580,000 27,298,000
Automobiles and trucks......................................... 8,069,000 8,311,000
------------- -------------
74,610,000 79,771,000
Less: Accumulated depreciation................................. 26,045,000 30,464,000
------------- -------------
$ 48,565,000 $ 49,307,000
------------- -------------
------------- -------------
</TABLE>

F-11
<PAGE>
NATIONAL WINE & SPIRITS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

MARCH 31, 1999

5. DEBT

Long-term debt at March 31, 1998 and 1999 is comprised of the following:

<TABLE>
<CAPTION>
1998 1999
------------- --------------
<S> <C> <C>
Senior notes payable (A)...................................... $ -- $ 110,000,000
Bank revolving line of credit (B)............................. -- 4,700,000
Term loan payable in annual installments of $300,000 in 2000
and $500,000 in 2001 and 2002, including interest........... -- 1,300,000
Non-competition agreement payable to a former stockholder in
annual installments of $300,000, from April 1 1995 through
April 1, 2000. The obligation is secured by proceeds of life
insurance from NWSC's majority stockholder.................. 900,000 600,000
Subordinated promissory note payable to an employee on June
30, 1999. Interest only is payable quarterly at the prime
rate plus 1/2%. The note is subordinate to senior bank
debt........................................................ 350,000 350,000
City of Indianapolis-First Mortgage Note, Series 1983--
payable monthly, with interest computed at 80% of the prime
lending rate of NBD Bank, N.A., through April 2003. Secured
by certain property in Indianapolis......................... 372,000 272,000
Bank revolving line of credit. Repaid January 1999............ 43,518,000 --
Bank revolving line of credit. Repaid January 1999............ 23,193,000 --
Term loans payable. Repaid January 1999....................... 8,536,000 --
Term loan payable. Repaid January 1999........................ 6,000,000 --
Term loans payable. Repaid January 1999....................... 5,974,000 --
Mortgage notes payable. Repaid January 1999................... 4,091,000 --
Term loans payable. Repaid January 1999....................... 2,113,000 --
Promissory note payable to the State of Illinois. Repaid
January 1999................................................ 568,000 --
Bank home equity line of credit. Repaid January 1999.......... 500,000 --
Bank mortgage note payable. Repaid January 1999............... 162,000 --
Other......................................................... 22,000 --
------------- --------------
96,299,000 117,222,000
Less: current maturities...................................... 6,200,000 1,050,000
------------- --------------
$ 90,099,000 $ 116,172,000
------------- --------------
------------- --------------
</TABLE>

F-12
<PAGE>
NATIONAL WINE & SPIRITS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

MARCH 31, 1999

5. DEBT (CONTINUED)

(A) On January 25, 1999, the Company issued $110,000,000 of unsecured senior
notes with a maturity of January 15, 2009. Interest on the senior notes is
10.125% and is payable semiannually. These senior notes are guaranteed by the
Company's subsidiaries. The guarantors are all wholly-owned and there are no
non-guarantor subsidiaries. The guarantees are full, unconditional and joint and
several. Audited financial information of guarantor subsidiaries has been
omitted because management has determined that they would not be material to
users of the financial statements.

The Company used the net proceeds of the senior notes (approximately $106.9
million) to repay its outstanding bank and other debt and amounts outstanding
under its revolving credit facilities. The early extinguishment of the bank debt
and revolving credit facilities resulted in an extraordinary charge of $318,000.

The bond indenture restricts the ability of the Company and its subsidiaries
to incur additional indebtedness, pay dividends, engage in mergers or
consolidations, make capital expenditures and otherwise restricts corporate
activities.

On or after January 15, 2004, the Company may redeem some or all of the
senior notes at any time at stated redemption prices plus accrued interest and
liquidated damages. Notwithstanding the foregoing, during the first 36 months
after January, 20, 1999, the Company may redeem up to 33% of the aggregate
principal amount of the senior notes at a redemption price of 110.125%, plus
accrued interest and liquidated damages, with the net cash proceeds of one or
more public offerings of common stock of the Company.

(B) On January 25, 1999, the Company entered into a credit agreement that
provides a revolving line of credit for borrowings of up to $60 million through
January 25, 2004. Line of credit borrowings are limited by eligible accounts
receivable plus eligible inventories. The credit agreement permits the Company
to elect an interest rate based upon the Eurodollar rate or the higher of the
prime lending rate or the federal funds effective rate plus 0.5%. At March 31,
1999, $4,700,000 of outstanding borrowings bear interest at the prime lending
rate (8.25% at March 31, 1999). The Company also pays a commitment fee ranging
from .25% to 0.5% of the undrawn portion of its line of credit.

Credit borrowings are secured by the accounts receivable and inventory of
the Company and its subsidiaries and are guaranteed by NWS' subsidiaries.
Additionally, NWSI has a supplier letter of credit of which $560,000 was
outstanding at March 31, 1999. In addition, the agreement restricts the ability
of the Company and its subsidiaries to incur additional indebtedness, pay
dividends, engage in merger or consolidations, or make capital expenditures and
otherwise restricts certain corporate activities.

Principal payments due on debt at March 31, 1999 are as follows:

<TABLE>
<S> <C>
2000.................................................. $ 1,050,000
2001.................................................. 900,000
2002.................................................. 572,000
2003.................................................. --
2004.................................................. 4,700,000
Thereafter............................................ 110,000,000
-----------
$117,222,000
-----------
-----------
</TABLE>

F-13
<PAGE>
NATIONAL WINE & SPIRITS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

MARCH 31, 1999

5. DEBT (CONTINUED)
In September 1998, the Company guaranteed a $1.3 million obligation of a
related entity which remains outstanding at March 31, 1999.

Cash paid for interest was $8,445,000, $9,643,000 and $9,780,000 for the
years ended March 31, 1997, 1998 and 1999, respectively.

6. COMMON STOCK

The Company has two authorized classes of capital stock: voting $0.01 par
value common shares and nonvoting $0.01 par value common shares. Both classes of
stock have the same relative rights, performance limitations and restrictions,
except that nonvoting shares are not entitled to vote on any matters submitted
to a vote of the stockholders, except as provided by law.

Common stock at March 31, 1998 and 1999 is comprised of the following:

<TABLE>
<CAPTION>
NUMBER OF SHARES
-------------------------------------
AUTHORIZED ISSUED OUTSTANDING AMOUNT
------------ ---------- ----------- ---------
<S> <C> <C> <C> <C>
Voting.................................... 200,000 104,250 104,250 $ 1,000
Nonvoting................................. 20,000,000 5,226,001 5,226,001 53,000
</TABLE>

7. COMMITMENTS

The Company leases office and warehouse space under noncancellable operating
leases ranging from two to ten years, some of which included renewal and
purchase options and escalation clauses, expiring on various dates through 2007.
The Company also leases certain trucks and equipment pursuant to noncancellable
operating leases with terms ranging from three to seven years. Future minimum
rent payments as of March 31, 1999 are as follows:

<TABLE>
<S> <C>
2000........................................................... $2,905,000
2001........................................................... 2,529,000
2002........................................................... 2,425,000
2003........................................................... 2,382,000
2004........................................................... 2,380,000
Thereafter..................................................... 3,738,000
----------
$16,359,000
----------
----------
</TABLE>

Rent expense was $2,114,000, $3,732,000 and $3,738,000 for the years ended
March 31, 1997, 1998 and 1999, respectively.

The Company has committed to purchase warehouse equipment of approximately
$700,000.

F-14
<PAGE>
NATIONAL WINE & SPIRITS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

MARCH 31, 1999

8. PENSION PLANS

The Company sponsors a multiple-employer defined benefit pension plan
covering substantially all of its warehousemen and drivers. Under terms of the
Plan, the Company is liable for any unsatisfied liabilities of the other
affiliated entities. The Company makes contributions to the Plan based on
amounts permitted by law. Total expenses under the Plan were $171,000, $224,000
and $347,000, during the years ended March 31, 1997, 1998 and 1999,
respectively.

The components of net periodic pension cost of the defined benefit plan are
as follows for the years ended March 31:

<TABLE>
<CAPTION>
1997 1998 1999
----------- ----------- -----------
<S> <C> <C> <C>
Service cost-benefits earned during the year........... $ 146,000 $ 114,000 $ 262,000
Interest on projected benefit obligation............... 171,000 196,000 224,000
Actual return on plan assets........................... (121,000) (624,000) (464,000)
Amortization of unrecognized net transition asset...... 19,000 19,000 20,000
Amortization of loss................................... 15,000 8,000 --
Amortization of prior service cost..................... 19,000 19,000 35,000
Difference between expected and actual return on plan
assets............................................... (20,000) 471,000 247,000
----------- ----------- -----------
Net periodic pension cost.............................. $ 229,000 $ 203,000 $ 324,000
----------- ----------- -----------
----------- ----------- -----------
</TABLE>

The change in the projected benefit obligation, plan assets, funded status
and amounts recognized in the accompanying consolidated balance sheets at March
31, 1998 and 1999 for the defined benefit pension plan are as follows:

<TABLE>
<CAPTION>
1998 1999
------------ ------------
<S> <C> <C>
Change in projected benefit obligation:
Benefit obligation at beginning of the year..................... $ 2,981,000 $ 3,277,000
Service cost.................................................. 114,000 262,000
Interest cost................................................. 196,000 224,000
Actuarial changes............................................. 125,000 156,000
Benefits paid................................................. (139,000) (168,000)
------------ ------------
Benefit obligation at end of the year............................. $ 3,277,000 $ 3,751,000
------------ ------------
------------ ------------
</TABLE>

F-15
<PAGE>
NATIONAL WINE & SPIRITS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

MARCH 31, 1999

8. PENSION PLANS (CONTINUED)

<TABLE>
<CAPTION>
1998 1999
------------ ------------
<S> <C> <C>
Change in plan assets:
Fair value of plan assets at beginning of year...................................... $ 1,877,000 $ 2,662,000
Actual return on plan assets........................................................ 625,000 464,000
Company contributions............................................................... 299,000 221,000
Benefits paid....................................................................... (139,000) (168,000)
------------ ------------
Fair value of plan assets at end of year............................................ $ 2,662,000 $ 3,179,000
------------ ------------
------------ ------------
Funded status of the plan (underfunded)............................................... $ (615,000) $ (572,000)
Unrecognized net actuarial gain....................................................... (88,000) (289,000)
Unrecognized prior service cost....................................................... 456,000 531,000
Unrecognized transition obligation.................................................... 165,000 146,000
------------ ------------
Accrued benefit cost.................................................................. $ (82,000) $ (184,000)
------------ ------------
------------ ------------

Weighted-average assumptions
Discount rate....................................................................... 6.75% 6.75%
Expected return on plan assets...................................................... 8.0% 8.0%

Balance Sheet Classification:
Current accrued liability........................................................... $ 82,000 $ 184,000
Noncurrent deferred additional liability............................................ 362,000 387,000
------------ ------------
Minimum liability................................................................... $ 444,000 $ 571,000
------------ ------------
------------ ------------
Deferred pension costs (intangible asset)........................................... $ 362,000 $ 387,000
------------ ------------
------------ ------------
</TABLE>

The Company also sponsors a defined contribution pension plan for
substantially all employees not covered by the defined benefit plan.
Contributions to the Plan are made at the discretion of the Company and may not
exceed 5% of a participant's compensation. The Company's pension expense for the
defined contribution plan was $773,000, $942,000 and $1,044,000 for the years
ended March 31, 1997, 1998 and 1999, respectively.

NWSI contributes to union-sponsored multi-employer pension plans which
provide for contributions based on a specified rate per labor hour. Union
employees constitute approximately 59% of NWSI's workforce. Contributions
charged to expense were $509,000, $565,000 and $602,000, for the years ended
Mach 31, 1997, 1998 and 1999, respectively. Information as to NWSI's portion of
accumulated plan benefits and plan net assets is not currently available. Under
the Employee Retirement Income Security Act of 1974 as amended, an employer upon
withdrawal from a multi-employer plan is required to continue funding its
proportionate share of the plan's unfunded vested benefits. NWSI has no
intention of withdrawing from the plans.

9. RELATED PARTY TRANSACTIONS

NWSI had notes receivable from two stockholders totaling $10,603,000 and
$9,975,000 at March 31, 1998 and 1999, respectively. The notes earn interest at
the Company's effective borrowing rate on its revolving line of credit. Interest
income earned was $870,000, $893,000 and $880,000 for the

F-16
<PAGE>
NATIONAL WINE & SPIRITS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

MARCH 31, 1999

9. RELATED PARTY TRANSACTIONS (CONTINUED)
years ended March 31, 1997, 1998 and 1999, respectively. Proceeds of the notes
were used by the stockholders to purchase additional capital stock of NWSI and
to make loans to NWSI. The notes, which are due on demand, have been reflected
as a reduction of stockholders' equity in the consolidated balance sheets as it
is the Company's present intent to satisfy these receivables through future
stockholder distributions.

Effective July 31, 1998, the Company and two of its stockholders executed
new notes payable to stockholders to provide for a legal right of offset against
the notes receivable from stockholders. Accordingly, as of March 31, 1999, the
notes payable to stockholders (principal plus accrued interest) have been offset
against the notes receivable from stockholders, with the resulting net amount
reflected as a reduction of stockholders' equity. The total of the subordinated
notes payable was $6,135,000 and $4,569,000 at March 31, 1998 and 1999,
respectively. These notes bear interest at the effective borrowing rate on the
Company's revolving line of credit.

In January 1998, the Company paid an employee $300,000 pursuant to a five
year non-compete agreement related to the start-up of NWSC's cigar division.

The Company paid $170,000 for consulting fees to a minority stockholder of
NWS-LLC in each of the years ended March 31, 1998 and 1999.

Consolidated Rectifying, Inc. (CRI), a related party, is an Illinois liquor
bottler, blender and manufacturer which utilized brands, trademarks and
tradenames licensed to it from NWS-Illinois. On December 20, 1996, NWS-Illinois
purchased substantially all of the assets, and assumed certain liabilities, of
CRI for $181,000. Subsequent to that date, there have been no material
transactions between the Company and CRI.

<TABLE>
<S> <C>
Assets acquired:
Accounts receivable........................................... $1,951,000
Inventory..................................................... 6,773,000
Property and equipment........................................ 509,000
----------
9,233,000

Liabilities assumed
Excise tax payable............................................ (4,637,000)
Liabilities and debt.......................................... (2,482,000)
Receivable from supplier...................................... (1,933,000)
----------
Net assets acquired............................................. $ 181,000
----------
----------
</TABLE>

Effective June 25, 1997, NWSI sold certain of its licensed brands,
trademarks and tradenames for approximately $5,250,000. NWSI recognized a gain
of $4,071,000 which represents $5,250,000 less $1,179,000 in transaction costs
and the costs of assets related to the brands which were disposed. The purchase
price is receivable under a $2,250,000 seven-year promissory note, with the
remaining balance received in cash at the sale date. At March 31, 1998 and 1999,
the note receivable balance was $2,045,000 and $1,759,000, respectively.

F-17
<PAGE>
NATIONAL WINE & SPIRITS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

MARCH 31, 1999

9. RELATED PARTY TRANSACTIONS (CONTINUED)

Transactions with CRI not disclosed elsewhere in the financial statements
for the year ended March 31, 1997 were as follows (none in 1998 and 1999):

<TABLE>
<S> <C>
Sales.................................................................. $ 715,000
Purchases of inventory................................................. 19,721,000
Purchase discounts..................................................... 113,000
Administrative and data processing charged to CRI...................... 169,000
Operational items paid by NWS-Illinois................................. 17,326,000
Rent expense charged to CRI............................................ 88,000
</TABLE>

10. SEGMENT REPORTING

The Company's reportable segments are business units that engage in products
sales and all other activities. The majority of the all other activities relate
to distribution fee operations. The Company evaluates performance and allocates
resources based on these segments. The accounting policies of the reportable
segments are the same as those described in the summary of significant
accounting policies.

<TABLE>
<CAPTION>
1997 1998 1999
-------------- -------------- --------------
<S> <C> <C> <C>
Revenues from external customers
Product sales....................................... $ 488,071,000 $ 505,141,000 $ 535,521,000
All other........................................... 2,729,000 16,270,000 17,832,000
Interest expense
Product sales....................................... 8,328,000 8,480,000 9,778,000
All other........................................... 158,000 1,192,000 1,259,000
Depreciation expense
Product sales....................................... 4,461,000 4,750,000 5,020,000
All other........................................... 152,000 1,122,000 1,947,000
Amortization expense
Product sales....................................... 1,144,000 1,224,000 1,320,000
All other........................................... -- 19,000 87,000
Equity in earnings of Kentucky distributor
Product sales....................................... -- -- 120,000
All other........................................... -- -- --
Loss on extinguishment of debt
Product sales....................................... -- -- 172,000
All other........................................... -- -- 146,000
Segment profit (loss)
Product sales....................................... 2,745,000 8,506,000 938,000
All other........................................... (1,142,000) (1,395,000) 221,000
Segment assets
Product sales....................................... 152,575,000 155,351,000 168,581,000
All other........................................... 7,791,000 13,751,000 11,795,000
Expenditures on long-lived assets
Product sales....................................... 8,755,000 5,190,000 7,798,000
All other........................................... 1,692,000 8,762,000 60,000
</TABLE>

F-18
<PAGE>
NATIONAL WINE & SPIRITS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

MARCH 31, 1999

11. CONCENTRATION OF RISK

Purchases from four suppliers amounted to approximately 62%, 65% and 65% of
all revenues in the years ended March 31, 1997, 1998 and 1999, respectively.

12. LITIGATION

The Company is a party to various lawsuits and claims arising in the normal
course of business. While the ultimate resolution of lawsuits or claims against
the Company cannot be predicted with certainty, management does not expect that
these matters will have a material adverse effect on the financial position or
results of operations of the Company.

The Company settled a lawsuit in April 1999 brought by several drivers of
NWSI for $475,000. The settlement released the Company from all claims,
including legal fees.

13. SUBSEQUENT EVENTS--UNAUDITED

On April 30, 1999, NWSM purchased the stock of a wholesale distributor of
liquor located in Michigan for $1,800,000.

F-19
<PAGE>
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NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS, IN CONNECTION WITH THE OFFERING COVERED BY THIS PROSPECTUS. IF GIVEN
OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY NWS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR
A SOLICITATION TO BUY, THE NOTES OFFERED HEREBY IN ANY JURISDICTION WHERE, OR TO
ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER
THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE HEREUNDER SHALL, IN ANY
CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS NOT BEEN ANY CHANGE IN THE
FACTS SET FORTH IN THIS PROSPECTUS OR IN THE AFFAIRS OF NWS SINCE THE DATE
HEREOF.
------------------------

TABLE OF CONTENTS

UNTIL AUGUST 12, 1999 (FORTY DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL
DEALERS THAT EFFECT TRANSACTIONS IN THESE SECURITIES, WHETHER OR NOT
PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS
IN ADDITION TO THE DEALERS' OBLIGATIONS TO DELIVER A PROSPECTUS WHEN ACTING AS
UNDERWRITERS

[LOGO]

NATIONAL WINE &
SPIRITS, INC.

EXCHANGE OFFER FOR
$110,000,000 10.125% SENIOR NOTES
DUE 2009

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