NORTHLAND CRANBERRIES INC /WI/, 424A, 1998-05-27

NORTHLAND CRANBERRIES INC /WI/
424A, 1998-05-27
AGRICULTURAL PRODUCTION-CROPS

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<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
Rule 424(a) filing
Registration No. 333-53173
SUBJECT TO COMPLETION
MAY 20, 1998

5,000,000 SHARES

[LOGO]

CLASS A COMMON STOCK
---------

All of the 5,000,000 shares of Class A Common Stock offered hereby are being
sold by Northland Cranberries, Inc. ("Northland" or the "Company"). The
Company's Class A Common Stock is traded on the Nasdaq National Market under the
symbol "CBRYA." On May 19, 1998, the closing sale price of the Class A Common
Stock was $18.31 per share. See "Price Range of Class A Common Stock."

The Company has two classes of common stock, the Class A Common Stock being
offered hereby and Class B Common Stock. On all matters on which shareholders
are entitled to vote, the holders of Class A Common Stock are entitled to one
vote per share and the holders of Class B Common Stock are entitled to three
votes per share. Holders of shares of Class A Common Stock are entitled to
receive cash dividends, if any, equal to at least 110% of any cash dividends
paid on the shares of Class B Common Stock. The Class A Common Stock also has
certain prior rights to liquidation proceeds. Immediately after the completion
of this offering, the shares of Class A Common Stock offered hereby will
represent 24.8% of the aggregate voting power of both classes of common stock.
See "Description of Capital Stock."
--------------

SEE "RISK FACTORS" COMMENCING ON PAGE 8 HEREOF FOR A DISCUSSION OF CERTAIN
MATTERS THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.
-------------

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

<TABLE>
<CAPTION>
UNDERWRITING
DISCOUNTS AND PROCEEDS TO
PRICE TO PUBLIC COMMISSIONS COMPANY(1)
<S> <C> <C> <C>
Per Share.............................................. $ $ $
Total(2)............................................... $ $ $
</TABLE>

(1) Before deducting estimated offering expenses of $500,000 payable by the
Company.

(2) The Company has granted the Underwriters a 30-day option to purchase up to
750,000 additional shares of Class A Common Stock solely to cover
over-allotments, if any. To the extent the option is exercised, the
Underwriters will offer the additional shares at the Price to Public shown
above. If the option is exercised in full, the total Price to Public,
Underwriting Discounts and Commissions and Proceeds to Company will be
$ , $ and $ , respectively. See "Underwriting."
----------------

The shares of Class A Common Stock are offered by the several Underwriters,
subject to prior sale, when, as and if delivered to and accepted by them,
subject to the right of the Underwriters to reject any order in whole or in
part. It is expected that delivery of the shares of Class A Common Stock will be
made at the offices of BT Alex. Brown Incorporated, Baltimore, Maryland, on or
about , 1998.
--------------

BT ALEX. BROWN

NATIONSBANC MONTGOMERY SECURITIES LLC

PIPER JAFFRAY INC.

GEORGE K. BAUM & COMPANY

THE DATE OF THIS PROSPECTUS IS , 1998.
<PAGE>
[GATEFOLD GRAPHICS, PICTURES AND MAPS]

On the far left side of the gatefold, the three charts which are summarized
herein under "Business-- General" appear. Underneath the first and third charts,
the following caption appears: "Note: Supermarket market share only." Underneath
the second chart, the following caption appears: "Note: ACV stands for "All
Commodity Volume;" this refers to retail distribution penetration." The
Northland logo appears in the middle of the gatefold. Four additional color
pictures appear on the gatefold.]

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

IN CONNECTION WITH THIS OFFERING, CERTAIN PERSONS PARTICIPATING IN THIS
OFFERING MAY ENGAGE IN PASSIVE MARKET MAKING TRANSACTIONS IN THE CLASS A COMMON
STOCK ON THE NASDAQ NATIONAL MARKET IN ACCORDANCE WITH RULE 103 UNDER REGULATION
M. SEE "UNDERWRITING."

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE CLASS A COMMON
STOCK IN CONNECTION WITH THE OFFERING, INCLUDING OVER-ALLOTMENT, STABILIZING AND
SHORT-COVERING TRANSACTIONS IN SUCH SECURITIES, AND THE IMPOSITION OF PENALTY
BIDS. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING."

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

NORTHLAND-REGISTERED TRADEMARK- IS A REGISTERED TRADEMARK OF THE COMPANY.
THIS PROSPECTUS ALSO INCLUDES TRADE NAMES AND TRADEMARKS OF COMPANIES OTHER THAN
NORTHLAND-REGISTERED TRADEMARK-, INCLUDING MINOT-REGISTERED TRADEMARK- AND OCEAN
SPRAY-REGISTERED TRADEMARK-.

2
<PAGE>
PROSPECTUS SUMMARY

THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED
INFORMATION AND FINANCIAL STATEMENTS AND NOTES THERETO CONTAINED OR INCORPORATED
BY REFERENCE ELSEWHERE IN THIS PROSPECTUS. EXCEPT AS OTHERWISE INDICATED, ALL
INFORMATION IN THIS PROSPECTUS ASSUMES NO EXERCISE OF THE UNDERWRITERS'
OVER-ALLOTMENT OPTION. IN 1995, THE COMPANY CHANGED ITS FISCAL YEAR END FROM
MARCH 31 TO AUGUST 31. THE TERM "TRANSITION PERIOD" AS USED HEREIN REFERS TO THE
FIVE-MONTH PERIOD ENDED AUGUST 31, 1995 ASSOCIATED WITH THE COMPANY'S CHANGE IN
FISCAL YEAR END. TO THE EXTENT NECESSARY, ALL SHARE AND PER SHARE DATA INCLUDED
IN THIS PROSPECTUS HAVE BEEN ADJUSTED FOR NORTHLAND'S TWO-FOR-ONE STOCK SPLIT
EFFECTED ON SEPTEMBER 3, 1996 IN THE FORM OF A 100% STOCK DIVIDEND. UNLESS
STATED OTHERWISE, MARKET SHARE INFORMATION OF THE COMPANY AND OTHERS SET FORTH
IN THIS PROSPECTUS IS BASED ON DOLLAR SALES IN THE UNITED STATES SUPERMARKET
BOTTLED SHELF-STABLE CRANBERRY BEVERAGE CATEGORY FOR THE INDICATED PERIOD AS
REPORTED BY INFORMATION RESOURCES, INC. ("IRI"). THE BOTTLED SHELF-STABLE
CRANBERRY BEVERAGE CATEGORY CONSISTS OF THE BOTTLED SHELF-STABLE CRANBERRY JUICE
SEGMENT AND THE BOTTLED SHELF-STABLE CRANBERRY DRINK SEGMENT AS DEFINED BY IRI
IN ITS INFOSCAN-REGISTERED TRADEMARK- REVIEWS DATABASE. IRI IS AN INDEPENDENT
MARKETING RESEARCH FIRM THAT PROVIDES ITS CUSTOMERS WITH SALES DATA GATHERED
FROM SCANNERS IN SUPERMARKETS WITH ANNUAL SALES OF $2.0 MILLION OR MORE. UNLESS
STATED OTHERWISE, IRI MARKET SHARE DATA INCLUDED IN THIS PROSPECTUS EXCLUDES
SALES THROUGH CHANNELS OTHER THAN SUPERMARKETS. TO DATE, NORTHLAND HAS VERY
LIMITED PRODUCT SALES IN THESE OTHER CHANNELS. THEREFORE, THE IRI DATA SET FORTH
HEREIN MAY OVERSTATE NORTHLAND'S SHARE OF THE OVERALL SHELF-STABLE CRANBERRY
BEVERAGE MARKET. IRI DOES NOT GUARANTEE THE ACCURACY OR COMPLETENESS OF THE DATA
COMPILED BY IT.

THE COMPANY

Northland Cranberries, Inc. ("Northland" or "Company") is a rapidly-growing,
vertically-integrated grower, purchaser, processor and marketer of cranberries
and value-added branded and private label cranberry products. The Company
processes, markets and sells NORTHLAND brand 100% juice cranberry blends,
private label cranberry juice, NORTHLAND brand fresh cranberries and other
cranberry products through retail supermarkets and, to a lesser extent, certain
other distribution channels. Northland also sells cranberry juice concentrate to
industrial customers who manufacture cranberry-based products. With 25 cranberry
producing marshes owned or leased, Northland is also the world's largest
cranberry grower. The Company's NORTHLAND brand juice product line consists of
eight flavors, including traditional cranberry, cranberry apple, cranberry
raspberry, cranberry grape, cranberry peach, cranberry cherry, cranberry
blackberry and cranberry strawberry. NORTHLAND branded juice is available
nationwide principally in 64-ounce plastic bottles. In addition, the Company is
currently introducing its NORTHLAND brand 100% juice products nationally in
46-ounce plastic bottles to new and existing supermarket customers and in
gallon-size plastic bottles as well as 16-ounce plastic bottle multi-packs to
warehouse clubs.

First introduced in fiscal 1996, NORTHLAND brand 100% juice cranberry blends
successfully achieved national distribution by the summer of 1997 and is the
fastest growing blended cranberry juice product line known to the Company in
nationwide supermarket distribution. As of March 29, 1998, Northland's blended
cranberry juice products were available in all 50 states and in approximately
23,000 supermarkets representing approximately 76% of the all commodity volume
("ACV") nationwide. For the 12-week period ended March 29, 1998, the market
share of NORTHLAND brand 100% juice products increased to 14.2% compared to 3.2%
for the 12-week period ended March 30, 1997. Based on preliminary estimates from
IRI, due to its scheduled reduction of advertising and trade promotional
activities during April 1998, the Company believes its market share data for the
12-week period ended April 26, 1998 was lower than it was for the 12-week period
ended March 29, 1998. Active promotional activities by the Company are scheduled
to resume for May 1998. The Company's aggressive introduction and development of
its NORTHLAND brand 100% juice cranberry blends product line has resulted in
significant recent revenue growth, with the Company's revenues increasing by 99%
to $48.7 million for the six-month period ended February 28, 1998 from $24.4
million for the comparable fiscal 1997 period.

3
<PAGE>
STRATEGIC MINOT ACQUISITION

On May 20, 1998, Northland entered into a definitive agreement pursuant to
which a newly-created subsidiary will purchase substantially all of the assets,
and assume certain liabilities, of Minot Food Packers, Inc. ("Minot") for $35.6
million in cash and $2.0 million in unregistered Class A Common Stock (the
"Minot Acquisition"). Minot, located in Bridgeton, New Jersey, produces,
markets, sells and distributes primarily cranberry private label products,
including cranberry sauce, as well as a wide variety of non-cranberry private
label juice products. Minot also manufactures and sells its own MINOT branded
juice products and co-packs juice blends and other beverages for other
distributors. For its fiscal year ended June 30, 1997, Minot reported sales of
$41.4 million.

The Company believes the Minot Acquisition will further its MARSH TO MARKET
strategy by providing Northland with the opportunity to significantly expand its
current limited presence in the private label juice market and substantially
broaden its existing product line. The Company anticipates that the Minot
Acquisition will provide well-established private label customer relationships,
a juice manufacturing facility, an extensive private label distribution network
and significant private label management experience and expertise. The Company
also believes the Minot Acquisition will allow it to increase branded product
sales through the ability to offer category management opportunities to
supermarket chains and other retailers.

The Company plans to realize substantial operating and distribution cost
savings and other synergies from the Minot Acquisition, particularly by
substantially reducing the inventory cost of Minot's supply of cranberries by
utilizing Northland's lower-cost internally grown supply of cranberries in the
manufacture of Minot's cranberry products. The Company also believes it can
realize cost savings and other synergies by reducing its reliance on third party
bottlers and co-packers by manufacturing some of its own products at Minot's
juice manufacturing and bottling facility. In addition, the Company believes
that the facilities acquired in the Minot Acquisition will allow it to (i)
reduce transportation costs by shipping cranberries grown on its Massachusetts
properties to Minot's facilities (instead of Northland's facilities in
Wisconsin) for pressing and concentrating; (ii) reduce distribution costs and
lead-times to customers located in the eastern United States; and (iii) provide
additional dry and cold storage for Northland's cranberry inventory.

OPERATING STRATEGIES

Northland has implemented its MARSH TO MARKET vertical integration strategy
by adding value to its raw cranberry supply, thereby increasing the potential
return to the Company from each barrel of its raw cranberries. The Company adds
value from MARSH TO MARKET in the following ways:

- ADDING VALUE TO ITS CRANBERRIES. Northland's value-added efforts direct
its raw cranberry supply into a product mix which can enhance Northland's
profit potential based on customer demand and subject to industry and
other market conditions. The Company has focused its operating strategy in
the areas of branded and private label juice in order to best maximize the
Company's per barrel profit potential.

- ADDING VALUE TO THE INDIVIDUAL CONSUMER. Northland believes it has been
able to gain market share by offering individual consumers a high quality,
great tasting, healthy and differentiated branded juice product. The
Company believes its 100% juice products offer improved quality,
nutritional value and taste compared to most other competitors'
cranberry-based drinks and cocktails which do not contain 100% juice. Most
other competitors' cranberry drinks or cocktails, including the
historically offered products of Ocean Spray Cranberries, Inc. ("Ocean
Spray"), use sugar or high fructose corn syrup additives as sweeteners and
water as fillers.

4
<PAGE>
GROWTH STRATEGIES

Northland believes it is well positioned to accelerate its revenue and
earnings growth in both the branded and private label markets. Northland's
strategies for accelerating its revenue and earnings growth include:

- ACCELERATING THE GROWTH OF NORTHLAND BRAND JUICES THROUGH INCREASED
MARKETING EXPENDITURES. Northland plans to use a portion of the net
proceeds of this offering to further increase its marketing expenditures,
and in particular its national television advertising campaign, to further
increase its same store sales and market share of NORTHLAND brand 100%
cranberry juice blends.

- CONTINUING TO EXPAND THE NUMBER OF SUPERMARKETS AND OTHER RETAIL OUTLETS
IN WHICH NORTHLAND BRAND PRODUCTS ARE SOLD. The Company intends to
continue aggressively expanding the number of supermarkets nationwide in
which its juice products are sold. The Company is also pursuing increased
distribution of its products to mass merchandisers, drug and discount
stores and foodservice accounts and is developing an entry strategy into
convenience stores.

- INTRODUCING NEW BOTTLE SIZES AND NEW PRODUCTS. To further increase shelf
space, improve shelf position and enhance overall category market share,
Northland has begun to introduce new bottle sizes.

- EXPANDING THE COMPANY'S PRESENCE IN THE PRIVATE LABEL JUICE MARKET. As a
result of the Minot Acquisition, Northland believes that it can
significantly expand its private label juice sales by combining its
attributes as the world's largest cranberry grower and its resulting low
cranberry cost efficiencies, together with Minot's well-established
private label customer relationships, self-contained manufacturing
facilities, excellent reputation, broad private label distribution network
and expertise in private label fruit juice processing, bottling and
marketing.

- EXPLORING ADDITIONAL STRATEGIC ACQUISITIONS. The Company intends to
explore additional strategic acquisitions of other branded and/or private
label juice and beverage manufacturers and distributors where there may
exist opportunities to leverage the Company's key strengths, complement
and expand the breadth and variety of the Company's product offerings
and/or provide synergies and cost efficiency opportunities to the
Company's operations.

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

The Company's executive offices are located at 800 First Avenue South,
Wisconsin Rapids, Wisconsin 54495-8020, and its telephone number is (715)
424-4444.

5
<PAGE>
THE OFFERING

<TABLE>
<S> <C>
Class A Common Stock offered by
the Company................... 5,000,000 shares

Class A Common Stock to be
outstanding after the
offering...................... 18,233,498 shares(1)

Use of proceeds................. To fund the cash purchase price of the Minot Acquisition;
to reduce bank indebtedness; to support increased
nationwide promotion of NORTHLAND brand 100% juice
cranberry blends; to enhance Northland's presence in the
private label juice market; and for potential future
acquisitions of other branded and/or private label juice
and beverage manufacturers and distributors

Current annual dividend rate on
Class A Common Stock.......... $0.16 per share

Nasdaq National Market Symbol... CBRYA
</TABLE>

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

(1) Excludes (i) 636,202 shares of Class B Common Stock which are convertible on
a share-for-share basis into shares of Class A Common Stock at the option of
the holders; (ii) 1,076,656 shares issuable upon exercise of stock options
outstanding as of the date of this Prospectus at a weighted average exercise
price of $9.62 per share, of which options to purchase 956,636 shares of
Class A Common Stock were exercisable as of the date of this Prospectus; and
(iii) 109,215 shares of Class A Common Stock issuable to pay a portion of
the purchase price to consummate the Minot Acquisition based on a per share
price equal to the closing sale price of the Class A Common Stock on May 19,
1998 as set forth on the cover page of this Prospectus. See
"Business--Strategic Minot Acquisition" and "Description of Capital
Stock--Class A and Class B Common Stock."

6
<PAGE>
SUMMARY FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
PRO FORMA
------------- HISTORICAL PRO FORMA HISTORICAL
-------------------- ----------- -----------------------------------
SIX MONTHS
ENDED SIX MONTHS ENDED YEAR ENDED YEARS ENDED YEAR ENDED
FEBRUARY 28, FEBRUARY 28, AUGUST 31, AUGUST 31, MARCH 31,
------------- -------------------- ----------- ---------------------- -----------
1998(1) 1998 1997 1997(1) 1997 1996(2) 1995(2)
------------- --------- --------- ----------- --------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues............................ $ 72,782 $ 48,727 $ 24,433 $ 89,027 $ 47,375 $ 37,608 $ 21,784
Cost of sales....................... 44,639 26,017 11,173 57,371 23,171 16,517 13,057
------------- --------- --------- ----------- --------- ----------- -----------
Gross profit........................ 28,143 22,710 13,260 31,656 24,204 21,091 8,727
Cost and expenses:
Selling, general and
administrative.................. 22,555 18,975 6,334 21,593 15,963 7,020 2,440
Interest.......................... 3,342 3,342 1,910 4,493 4,493 2,657 3,654
------------- --------- --------- ----------- --------- ----------- -----------
Total costs and expenses............ 25,897 22,317 8,244 26,086 20,456 9,677 6,094
------------- --------- --------- ----------- --------- ----------- -----------
Income before income taxes.......... 2,246 393 5,016 5,570 3,748 11,414 2,633
Income taxes........................ 991 176 1,988 2,230 1,516 4,509 1,051
------------- --------- --------- ----------- --------- ----------- -----------
Net income.......................... $ 1,255 $ 217 $ 3,028 $ 3,340 $ 2,232 $ 6,905 $ 1,582
------------- --------- --------- ----------- --------- ----------- -----------
------------- --------- --------- ----------- --------- ----------- -----------
Net income per share--basic:
Weighted average shares
outstanding..................... 16,037 13,858 13,641 15,916 13,737 13,311 8,587
Net income per share.............. $ 0.08 $ 0.02 $ 0.22 $ 0.21 $ 0.16 $ 0.52 $ 0.18
Net income per share--diluted:
Weighted average shares
outstanding..................... 16,501 14,323 14,298 16,488 14,309 13,928 8,891
Net income per share.............. $ 0.08 $ 0.02 $ 0.21 $ 0.20 $ 0.16 $ 0.50 $ 0.18
Cash dividends per share:
Per Class A share................. $ 0.080 $ 0.080 $ 0.080 $ 0.160 $ 0.160 $ 0.145 $ 0.140
Per Class B share................. 0.072 0.072 0.072 0.145 0.145 0.132 0.127
</TABLE>

<TABLE>
<CAPTION>
FEBRUARY 28, 1998
------------------------
PRO FORMA
AS
ACTUAL ADJUSTED(3)
--------- -------------
<S> <C> <C>
BALANCE SHEET DATA:
Current assets........................................................................ $ 59,908 $ 71,165
Total assets.......................................................................... 202,549 244,283
Current liabilities................................................................... 16,210 20,319
Long-term debt........................................................................ 100,784 50,840
Shareholders' equity.................................................................. 75,981 163,550
</TABLE>

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

(1) Gives effect to the following actions as if they had occurred on September
1, 1996: (i) the consummation of the Minot Acquisition and (ii) the
Company's sale of such number of shares of Class A Common Stock at an
assumed price per share equal to the closing sale price of the Class A
Common Stock on May 19, 1998 as set forth on the cover page of this
Prospectus sufficient to pay the cash purchase price of the Minot
Acquisition. See "Use of Proceeds," "Capitalization," "Selected Consolidated
Pro Forma Financial Data" and Unaudited Consolidated Pro Forma Condensed
Financial Statements.

(2) Financial data for the Transition Period is not included in this Summary
Financial Data table, but is included in the table under "Selected
Consolidated Financial Data" and is set forth in the Consolidated Financial
Statements. For the Transition Period, the Company reported total revenues
of $891,000 and a net loss of $1.4 million. See Note 3 of Notes to
Consolidated Financial Statements.

(3) Adjusted to reflect (i) the consummation of the Minot Acquisition as of
February 28, 1998; (ii) the Company's sale of 5,000,000 shares of Class A
Common Stock offered hereby at an assumed price per share equal to the
closing sale price of the Class A Common Stock on May 19, 1998 as set forth
on the cover page of this Prospectus and after deducting the estimated
underwriting discounts and commissions and estimated offering expenses
payable by the Company; and (iii) the application of $35.6 million of the
net proceeds of this offering to pay the cash purchase price of the Minot
Acquisition, with the remaining net proceeds used to repay indebtedness. See
"Use of Proceeds" and "Capitalization." If the Minot Acquisition is not
consummated but this offering is completed, then under this column, current
assets would equal $59.9 million; total assets would equal $202.5 million;
current liabilities would equal $13.6 million; long-term debt would equal
$17.8 million; and shareholders' equity would equal $161.6 million. See
"Capitalization" and "Use of Proceeds."

7
<PAGE>
RISK FACTORS

IN ADDITION TO THE OTHER INFORMATION IN THIS PROSPECTUS, THE FOLLOWING
FACTORS SHOULD BE CONSIDERED CAREFULLY IN EVALUATING AN INVESTMENT IN THE SHARES
OF CLASS A COMMON STOCK OFFERED BY THIS PROSPECTUS. CERTAIN MATTERS DISCUSSED IN
THIS PROSPECTUS OR INCORPORATED BY REFERENCE HEREIN ARE FORWARD-LOOKING
STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES, INCLUDING PARTICULARLY
STATEMENTS WHICH INCLUDE WORDS SUCH AS THE COMPANY "BELIEVES," "ANTICIPATES,"
"EXPECTS," "INTENDS," "PROJECTS," "PLANS," "WILL," "COULD," "MAY" OR WORDS OF
SIMILAR IMPORT. WITH RESPECT TO SUCH STATEMENTS, THE COMPANY CLAIMS THE
PROTECTION OF THE DISCLOSURE LIABILITY SAFE HARBOR FOR FORWARD-LOOKING
STATEMENTS CONTAINED IN THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.
SUCH STATEMENTS ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES, INCLUDING
PARTICULARLY THOSE IMPORTANT RISK FACTORS SET FORTH BELOW, THAT COULD CAUSE
ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED. POTENTIAL INVESTORS
ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON SUCH FORWARD-LOOKING STATEMENTS,
WHICH ARE MADE ONLY AS OF THE DATE HEREOF. THE COMPANY UNDERTAKES NO OBLIGATION
TO PUBLICLY UPDATE OR RELEASE THE RESULTS OF ANY REVISION TO SUCH FORWARD-
LOOKING STATEMENTS THAT MAY BE MADE TO REFLECT EVENTS OR CIRCUMSTANCES AFTER THE
DATE HEREOF OR TO REFLECT THE OCCURRENCE OF SUBSEQUENT EVENTS. PROSPECTIVE
INVESTORS ARE CAUTIONED THAT THE FOLLOWING IMPORTANT RISK FACTORS, IN ADDITION
TO THOSE DISCUSSED ELSEWHERE OR INCORPORATED BY REFERENCE HEREIN, COULD AFFECT
THE FUTURE RESULTS OF THE COMPANY AND CAUSE THOSE RESULTS TO DIFFER MATERIALLY
FROM THOSE EXPRESSED IN OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS.

RISKS RELATING TO THE MINOT ACQUISITION

The principal purpose of the Minot Acquisition is to allow the Company to
significantly expand its current limited presence in the private label juice
market. However, the Company has limited experience and success in competing in
this market and may not be able to successfully compete in this market after the
Minot Acquisition. There can be no assurance that Minot's historical private
label customers will continue to remain customers of the Company following the
Minot Acquisition at current levels or at all. The loss of significant sales to
private label customers of Minot following the consummation of the Minot
Acquisition could have an adverse effect on the Company's results of operations
and could result in the Company not achieving the benefits expected to be
realized by the Company from the Minot Acquisition. The Company also believes it
is likely that certain of Minot's customers who otherwise compete against
Northland and who contract with Minot to manufacture and bottle (or "co-pack")
their products will not remain co-pack customers of the Company after the Minot
Acquisition. See "Business--Strategic Minot Acquisition." Most of Minot's
employees are unionized and are covered under two separate collective bargaining
agreements which expired on May 15, 1998. Minot's employees are continuing their
employment under the terms of the expired collective bargaining agreements until
renewed or new agreements are entered into. There can be no assurance that these
agreements will be renewed on favorable terms or that Minot or the Company will
not experience a resultant strike or work stoppage. See "Business-- Employees."
In consideration for a reduction reflected in the current purchase price
otherwise payable to Minot, a subsidiary of the Company will assume unfunded
defined benefit pension plan liabilities of Minot. There can be no assurance
that the Company's recognition of those liabilities will not result in an
adverse effect on the Company's results of operations and financial condition.

In order to realize the anticipated benefits from the Minot Acquisition and
to build on the past success and reputation of Minot, Northland believes it must
successfully and promptly integrate the operations of Minot with its existing
operations. Minot is located in Bridgeton, New Jersey and the Company is
headquartered in Wisconsin Rapids, Wisconsin. There can be no assurance that the
Company will not encounter difficulties, added costs and delays in integrating,
transitioning and managing Minot's operations and that these circumstances will
not have an adverse effect on the Company's results of operations and will not
diminish or delay the benefits expected to be realized by the Company from the
Minot Acquisition. Additionally, the integration process will likely divert a
certain amount of management attention away from the Company's ongoing business.
Furthermore, there can be no assurance that Northland will realize the
anticipated level of synergies and cost savings by integrating its operations
with

8
<PAGE>
those of Minot. The failure of the Company to realize these anticipated levels
of synergies and cost savings could adversely affect the Company's results of
operations and the benefits expected to be realized by the Company from the
Minot Acquisition. See "Selected Consolidated Pro Forma Financial Data."

While the Company and Minot have entered into a definitive purchase
agreement with respect to the Minot Acquisition, its closing remains subject to
certain conditions and there can be no assurance that the Minot Acquisition will
be consummated. See "Business--Strategic Minot Acquisition." The Company has
incurred significant costs and expenses associated with the evaluation and
negotiation of, and the preparation for consummating, the Minot Acquisition. If
the Minot Acquisition is not consummated, these costs and expenses will be
charged against the Company's otherwise reportable net income in the period in
which the Minot Acquisition is terminated. The Company has also devoted
significant management time and attention to developing strategies and
positioning resources to facilitate the Company's anticipated expanded presence
in the private label juice market following the Minot Acquisition. Failure to
consummate the Minot Acquisition could materially adversely affect the Company's
results of operations and could result in the Company failing to achieve its
strategic objective of successfully competing in the private label market. See
"Management's Discussion and Analysis of Results of Operations and Financial
Condition" and "Business--Strategic Minot Acquisition."

COMPETITION

The markets for branded consumer cranberry products are intensely
competitive and are dominated by Ocean Spray. Ocean Spray reported sales of over
$1.4 billion for its fiscal year ended August 31, 1997. For the 12-weeks ended
March 29, 1998, Ocean Spray had a leading market share of approximately 56.6% of
the bottled shelf-stable cranberry beverage market, compared to 14.2% for the
Company which held the second largest market share position for a single
company. Ocean Spray's market share of the overall market for branded bottled
shelf-stable cranberry beverages, including sales through retail channels other
than supermarkets, is also significant. The Company also experiences significant
direct competition from Ocean Spray and others in the fresh cranberry and
cranberry concentrate markets. The continued competitive success of the
Company's NORTHLAND brand 100% juice cranberry blend products will depend on
consumers' continued perception of their high quality, great taste and premium
product nature compared to consumers' perceptions regarding competitive
products, particularly those of Ocean Spray. The Company currently competes
directly against certain regional and local cranberry juice blends which also
feature 100% juice content like NORTHLAND juice, and Ocean Spray
recently-announced its planned nationwide introduction of a product line of 100%
juice cranberry blends. There can be no assurance that the introduction by Ocean
Spray or other competitors into national distribution of cranberry juice blends
having 100% juice content in an attempt to compete directly with the Company's
NORTHLAND brand 100% juice product line will not have an adverse affect on the
Company's results of operations and financial condition.

Since the Company uses all natural fruit juices to sweeten its premium 100%
juice branded products rather than high fructose corn syrup, Northland believes
that its premium 100% juice branded products cost more for the Company to
produce than it costs competitors to produce their non-100% juice competitive
cranberry drink and cocktail products. Furthermore, Northland cannot predict the
pricing or promotional activity of its competitors or the effects of such
actions on the sales and market share of the Company's products. Northland's
national or regional market share and its sales volume per percentage
supermarket distribution point may decline as a result of increased promotional
expenditures by Ocean Spray or other competitors or as a result of price cutting
or other competitive trade practices intended to stimulate the sales of
competitive products either nationally, regionally or in significant local
markets. Ocean Spray has significantly more experience than the Company in the
fruit juice and branded consumer cranberry products markets, substantially
greater brand name recognition, substantially greater marketing and distribution
resources, substantially greater market penetration and a substantially wider
variety of sizes and flavors of branded cranberry-based fruit juices and
consumer cranberry products than the

9
<PAGE>
Company. There can be no assurance that the Company will be able to continue to
compete successfully against Ocean Spray or other competitors.

The market for private label cranberry beverages is also highly competitive
and, based on IRI data, for the 52-weeks ended March 1, 1998 represented 20.0%
of bottled shelf-stable cranberry beverage dollar sales in United States
supermarkets. Established processors, including market leaders Cliffstar
Corporation and Clement Pappas & Co., have significant experience in the private
label fruit juice and processed cranberry products markets and have well
established customer relationships, distributor networks and self-contained
bottling operations. To date, the Company has not been able to compete
effectively in the private label market and there can be no assurance that the
Company will be successful in competing in the private label market even after
the Minot Acquisition. Moreover, private label cranberry products in general
compete against branded cranberry products and, in particular, the branded
cranberry products of Ocean Spray and the Company. There can be no assurance
that any private label processed cranberry products of the Company or Minot will
be able to successfully compete against the similar branded products of Ocean
Spray or others or that the Company's or Minot's private label juice products
will not adversely affect the sales of the Company's branded juice line.

BRAND DEVELOPMENT RISK

The Company's NORTHLAND brand 100% juice cranberry blends compete for market
share based primarily on consumer perceptions about the relative quality, taste,
nutritional value and the premium product differentiation of its products versus
those of its competitors, as well as brand recognition, consumer loyalty and
price. As a result, sales of the Company's NORTHLAND juice products may be
adversely affected by, among other things, adverse changes or evolutions in
consumer preferences or perceptions regarding the relative quality, taste or
nutritional value of Northland's products, the relative health or nutritional
benefits of cranberry juice, and particularly the relative health and
nutritional benefits of all natural ingredient 100% juice products (like the
NORTHLAND branded juice products) versus juice drinks and cocktails containing
less than 100% juice and sweetened with sugar or high fructose corn syrup. There
can be no assurance that the Company's NORTHLAND brand 100% juice product line
will continue to maintain acceptable levels of consumer acceptance or that new
product introductions by competitors, including particularly Ocean Spray's
recent announcement of its introduction into national distribution of a 100%
juice cranberry blend product line, will not adversely affect Northland's market
share and its results of operations in the future. Demand for Northland's
products may also be adversely affected by consumer product liability or related
health claims or the risk of product tampering or recalls with respect to
Northland's products or similar products of other companies. Additionally, like
most branded food and beverage manufacturers, the Company pays slotting fees to
supermarkets in order to obtain, and in certain cases maintain, supermarket
shelf space for its 100% juice branded products. The failure of the Company's
100% juice branded products to achieve or maintain adequate sales levels at
certain supermarket chains may result in such supermarket chains ceasing their
purchase of the Company's NORTHLAND brand juice or in such chains charging
increased or additional slotting fees payable by the Company. These
circumstances could result in the Company being unable to maintain adequate
supermarket distribution and shelf space to support increasing sales of its
products and could adversely affect the Company's results of operations and
financial condition. Additionally, branded product sales like NORTHLAND 100%
juice cranberry blends are dependent on continuing advertising, trade and
promotional support, all of which require substantial ongoing expenditures which
may adversely impact the Company's results of operations and financial
condition. Changing levels of advertising, trade and promotional support may
also affect the market share for NORTHLAND brand products during the
corresponding period. See "Management's Discussion and Analysis of Results of
Operations and Financial Condition--Quarterly Results."

The Company has entered into contractual arrangements with various
co-packers and food brokers to manufacture and sell the Company's branded juice
product line. Poor performance by, or the loss of, a co-packer or one or more
existing food brokers in a significant region or market could have an adverse
effect on the Company's results of operations, especially in the short term.

10
<PAGE>
AVAILABILITY AND PRICES OF CERTAIN IMPORTANT INGREDIENTS AND OTHER RAW MATERIALS

Northland uses other natural fruit juices, such as white grape juice and
apple juice, to naturally sweeten its NORTHLAND brand 100% juice cranberry
blends. Northland also uses plastic bottles to package its branded and private
label juice products. Many of these natural ingredients are affected by, among
other things, agricultural policies of the United States government and weather
conditions, and from time to time these ingredients and other raw materials may
be unavailable or in short supply. As a result, the prices of these ingredients
and materials have been, and Northland expects them to continue to be, subject
to volatility. Volatility in prices can adversely affect the Company's results
of operations, at least in the short-term. Northland purchases its natural juice
ingredients and plastic bottles on an as-needed basis on the spot market, as
well as through natural ingredients forward purchase contracts. The Company does
not generally purchase commodity futures to mitigate against these risks. To the
extent that Northland is unable to pass on price increases in these ingredients
and materials to its customers, its results of operations, at least for the
short term, may be adversely affected by shortages or price increases in these
ingredients or materials.

RISK OF PRODUCT LIABILITY; PRODUCT RECALLS

Although the Company has never been involved in a product liability lawsuit
or been required to recall any of its products, the sale of food products for
human consumption involves the risk of injury to consumers as a result of
tampering by unauthorized third parties, product contamination or spoilage,
including the presence of foreign objects, substances, chemicals and other
agents, or residues introduced during the growing, harvesting, storage,
processing, manufacturing, handling or transportation phases. There can be no
assurance that consumption of the Company's or Minot's products will not cause a
health-related illness in the future or that the Company will not be subject to
claims or lawsuits relating to such matters or be required to recall any of its
products. The Company maintains product liability insurance in an amount which
the Company believes to be adequate. Minot has represented to the Company that
it also carries product liability insurance which it believes to be adequate.
However, there can be no assurance that product liability claims will not be
asserted against the Company or Minot or that the Company will not be obligated
to recall any of its products. A product liability judgment against the Company
or a product recall could have a material adverse effect on consumers'
perceptions about the quality, healthfulness and safety of the Company's
products and, as a result, the Company's results of operations and financial
condition could be adversely affected.

POTENTIAL VOLATILITY OF FUTURE QUARTERLY OPERATING RESULTS

The Company's results of operations may fluctuate on a quarterly basis as a
result of a number of factors, including the Company's total relative sales
volumes, market share and product mix and those of its competitors, marketing
and promotional expenditures by the Company and its competitors, new product
entries, the success or failure of planned acquisitions (including the Minot
Acquisition), the availability and cost of certain ingredients and raw materials
and other factors. In addition, fluctuations in quarterly results could affect
the market price of the Class A Common Stock in a manner unrelated to the longer
term operating performance and prospects of the Company. See "Possible Stock
Price Volatility" below and "Management's Discussion and Analysis of Results of
Operations and Financial Condition-- Quarterly Results."

CRANBERRY MARKET; SUPPLY AND DEMAND

An oversupply of cranberries could have a depressing effect on the price of
raw cranberries, cranberry concentrate, single-strength juice and other
industrial cranberry products. The supply of raw cranberries has increased over
the last two years and, in particular, in the Company's current fiscal year as a
result of the record North American cranberry crop harvested in the fall of
1997. This increase in supply has resulted during fiscal 1998 in reduced prices
for cranberry concentrate and other industrial cranberry

11
<PAGE>
products compared to prior year levels. Additionally, annual cranberry
production can fluctuate significantly from year to year depending on
agricultural conditions, which can cause increases or decreases in the overall
annual supply of raw cranberries. To date, substantially all of the world's raw
cranberries have been grown in North America. In recent years, however,
increased attention has been directed at attempts to grow cranberries in
locations outside of North America and to increase the importation of berries
similar to cranberries. There can be no assurance that cranberry production
outside North America or increased imports will not become significant. There
can be no assurance that the supply of raw cranberries will not exceed market
demand or that demand will not decline to less than supply. Continued and
increasing demand for cranberry products may depend on continued significant
advertising expenditures and expanded new cranberry product introductions by
Ocean Spray, Northland and other branded product companies. An industry shortage
of raw cranberries, which occurred in the Company's 1996 and 1997 fiscal years
(i.e., the fall harvests of 1995 and 1996), may have the effect of increasing
the price of raw cranberries, cranberry concentrate, single-strength juice and
other industrial cranberry products. While the Company would benefit from such
higher prices in sales of cranberry concentrate, single-strength juice and other
industrial cranberry products, the Company could be required to pay higher costs
for raw cranberries purchased from other growers. While the Company believes it
may possess certain competitive pricing advantages because of the lower cost of
its internally-grown cranberries, there can be no assurance that certain of the
Company's competitors may not reduce the cranberry juice content of their
cranberry drinks and cocktails in response to reduced market availability of
cranberries. Additionally, changes in consumer perceptions of the relative
healthfulness or safety of cranberries generally could have an adverse effect on
the demand for consumer cranberry products and result in significant changes in
cranberry prices. See "Risk of Product Liability; Product Recalls."

AGRICULTURAL FACTORS

Northland's cranberry production is subject to the variable effects of
weather, crop disease, insect infestation, animal damage, hail and storm damage
and water adequacy. These factors can also affect the storage and selling
quality of Northland's crop, as well as the quantity and quality of raw
cranberries to be purchased by the Company from other growers. Significant
reductions in annual per acre yields can result from any of these factors being
unfavorable on the Company's marshes and such reductions can have, and have had,
an adverse effect on the Company's results of operations. As a result, the
Company's crop yields and production on its individual marshes and on an
aggregate basis can and do fluctuate widely from year to year. While the Company
maintains federal multi-peril crop insurance coverage, such policies insure only
up to 75% of the previous 10 years' average historical yield from the affected
marsh and typically reimburse the Company at an effective rate substantially
below the price which could have been received by the Company actually
harvesting, processing and selling the affected crop as value-added products.
These insurance policies also do not cover destruction or spoilage of the
Company's raw cranberries after harvest or purchase. Such an interruption of
business could have a material adverse affect on the Company's financial
condition and results of operations. See "Business--Cranberry Supply."

The Company uses approved pesticides and herbicides to cultivate its
internally grown cranberry crop. If other hazardous substances are discovered
on, or emanating from, any of the Company's properties and their release
presents a threat of harm to public health or the environment, the Company may
incur potential liability and costs.

AVAILABILITY AND INTEGRATION OF POTENTIAL FUTURE ACQUISITIONS

Part of Northland's business strategy envisions acquiring and integrating
additional branded and/or private label juice or beverage manufacturers and
distributors, as well as additional cranberry marsh properties. See
"Business--Growth Strategies." There can be no assurance that the Company will
be able to identify suitable acquisition candidates or, if identified, negotiate
successfully their acquisition. If the Company is successful in identifying and
negotiating additional suitable acquisitions, particularly another

12
<PAGE>
branded and/or private label juice or beverage manufacturer and distributor,
there can be no assurance that any debt or equity financing necessary to
complete any of such acquisitions can be arranged on terms satisfactory to the
Company or that any such financing will not significantly increase the Company's
leverage or result in additional dilution to existing shareholders. Moreover,
there can be no assurance that the Company will be able to integrate
successfully any acquired operations, or manage or improve the operating or
administrative efficiencies or productivity of any acquired operations or
realize the expected benefits to be achieved from any such acquisition.

DEPENDENCE ON KEY PERSONNEL

The Company is dependent on certain key management personnel, particularly
its Chairman of the Board and Chief Executive Officer, John Swendrowski, and its
President and Chief Operating Officer, Jerold D. Kaminski. The Company does not
maintain key man life insurance on any of its management personnel. The
Company's future success will depend, in part, on its ability to retain its
management personnel and integrate new management personnel, including the
management personnel of Minot, into the Company's operations. See
"Management--Directors and Officers."

PROCESSING FACILITIES RISKS

The Company's principal processing and storage facility and its
concentrating facility are located in Wisconsin Rapids, Wisconsin. The Company
also currently operates a smaller processing facility in Hanson, Massachusetts
for its Massachusetts-grown cranberry crop. Following the consummation of the
Minot Acquisition, the Company will also operate a processing, storage and
bottling facility in Bridgeton, New Jersey. In the event of a fire or other
natural disaster, regulatory actions or other causes which destroy, close or
substantially adversely affect any of these facilities, particularly if such
incidents occurred during or shortly after the annual fall cranberry harvest,
the Company's inventory of cranberries at such affected facility would be
subject to loss and the Company might be unable to receive and process harvested
berries at such facility, manufacture and supply concentrate (if the event
affected the Wisconsin Rapids or Bridgeton facility) or process or ship fresh
cranberries from such facility. Although the Company has business interruption
insurance believed to be adequate to cover most such circumstances, such an
interruption of business could materially adversely affect the Company's results
of operation and financial condition. See "Business--Processing and
Distribution."

RISK OF DILUTION OR INFRINGEMENT OF COMPANY TRADEMARK

The Company's NORTHLAND brand 100% juice cranberry blends and fresh
cranberries are branded consumer products and the Company's efforts to
distinguish its branded products from those of its competitors depends, in part,
on the strength and enforcement of its trademark. There can be no assurance that
competitors will refrain from using trademarks, trade names or trade dress which
dilute or diminish the Company's intellectual property rights or that others
will not imitate Northland's premium branded products. Any such actions may
require the Company to become involved in litigation to protect and enforce its
intellectual property rights. Any such litigation could involve substantial
financial expenditures and the diversion of management's time and attention. Any
effective dilution or diminishment of the Company's trademark could have an
adverse effect on the Company's results of operations and financial condition.
See "Business--Regulation."

REGULATION

The cultivation, production, processing, packaging, labeling, marketing and
distribution of the Company's juice products and fresh cranberries are subject
to the rules and regulations of various federal, state and local food and health
agencies, including the Food and Drug Administration, the Department of
Agriculture, the Federal Trade Commission and the Environmental Protection
Agency. There can be no assurance that future compliance by the Company or its
competitors with such rules, regulations and laws

13
<PAGE>
will not have an adverse effect on the Company's results of operations and
financial condition. See "Business--Regulation."

Past federal and state legislative proposals have attempted to ease the
current regulatory restrictions in the United States governing the development
of wetlands (the preferred growing habitat for cranberries). The Company is
unable to predict the likelihood of enactment of any such legislation in the
future or what impact any such enacted legislation would have on the ability to
develop new cranberry marshes. If proposals are enacted in a manner which would
materially ease restrictions on the development of cranberry marshes, it could
lead to an increase in the long-term supply of raw cranberries which, if not
exceeded by a similar increase in demand, could have a depressing effect on the
pricing of cranberries and cranberry products. While the Government of Canada
and most of Canada's provinces have official "no net loss" policies restricting
the development of wetlands, the impact, interpretation and application of such
policies on the development of wetlands in Canada for cranberry production is
uncertain.

CERTAIN ANTI-TAKEOVER CONSIDERATIONS

As described under "Description of Capital Stock--Certain Statutory
Provisions," the Wisconsin Business Corporation Law contains several statutory
provisions which could also have the effect of discouraging non-negotiated
takeover proposals for the Company or impeding a business combination between
the Company and a major shareholder of the Company. Such provisions include (i)
limiting the voting power of certain shares of certain public corporations which
are held by a person in excess of 20% of the corporation's voting power to 10%
of the full voting power of such excess shares; (ii) requiring a super-majority
vote of shareholders, in addition to any vote otherwise required, to approve
certain business combinations not meeting certain adequacy of price standards;
and (iii) prohibiting certain business combinations between a corporation and a
major shareholder for a period of three years, unless such acquisition has been
approved by the corporation's board of directors prior to the time such major
shareholder became a 10% beneficial owner of shares or under certain other
circumstances. Additionally, the ability of the Company's Board of Directors to
issue shares of Preferred Stock and to determine the terms of such Preferred
Stock, generally without further shareholder approval, could have the effect of
discouraging non-negotiated takeover proposals for the Company. See "Description
of Capital Stock-- Preferred Stock." See also "Description of Capital
Stock--Class A and Class B Common Stock" for a description of the relative
rights and preferences of the Company's Class B Common Stock.

POSSIBLE STOCK PRICE VOLATILITY

The Company believes that factors such as significant adverse changes in the
market share, percentage of supermarket distribution or consumer acceptance of
NORTHLAND brand juice, the Company's ability to successfully compete in the
private label juice market, the success or failure of planned acquisitions
(including the Minot Acquisition), the introduction into nationwide distribution
of new competitive 100% juice products (including Ocean Spray's new 100% juice
cranberry blends line), significant changes in the relative supply and demand
for cranberries, the pricing of and competition for industrial cranberry
products, significant quarterly fluctuations in the Company's results of
operations, differences between the Company's actual results of operations and
those expected by investors and stock market research analysts, changes in
analyst's recommendations or projections, sales of a significant number of
shares of Class A Common Stock into the market by existing shareholders or the
Company, and general stock market or economic conditions, could adversely affect
or cause significant volatility in the market price of the Class A Common Stock.
The stock market has experienced extreme price and volume fluctuations in recent
years. Stock market volatility may adversely affect the market price of the
Class A Common Stock. See "Price Range of Class A Common Stock."

14
<PAGE>
SUBSEQUENT SHARE ISSUANCES; SHARES ELIGIBLE FOR FUTURE SALE

No prediction can be made as to the effect, if any, of the offer and sale of
additional shares of Class A Common Stock, or the availability of additional
shares for sale, or the market price of the Class A Common Stock prevailing from
time to time. Nevertheless, issuances by the Company of substantial amounts of
newly issued shares of Class A Common Stock in the public market or to effect
business acquisitions could cause dilution to existing shareholders and could
adversely affect the prevailing market price of the Class A Common Stock and the
future ability of the Company to raise equity capital or issue its Class A
Common Stock to effect business acquisitions. Similarly, sales of substantial
amounts of Class A Common Stock in the public market following this offering,
particularly by directors or officers of the Company, or the perception that
such sales could occur, could adversely affect the prevailing market price of
the Class A Common Stock. The Company, as well as its executive officers and
directors beneficially holding an aggregate of 1,376,567 shares of Class A
Common Stock and 636,202 shares of Class B Common Stock as of February 28, 1998,
have agreed that, with the exception of a total of 100,000 shares of Class A
Common Stock, they will not, directly or indirectly, offer, sell or otherwise
dispose of any Class A Common Stock or any securities convertible into, or
exchangeable for, or any rights to purchase or acquire, Class A Common Stock for
a period of 90 days after the date of this Prospectus, without the prior written
consent of BT Alex. Brown Incorporated, as representative of the Underwriters.
See "Stock Ownership of Management and Others" and "Underwriting."

On July 22, 1996, the Company filed a registration statement with the
Securities and Exchange Commission covering 1,000,000 shares of its Class A
Common Stock which may be issued by the Company from time to time in connection
with its acquisition of other business operations or properties ("Acquisition
Shelf Registration Statement"). As of February 28, 1998, 730,986 shares remained
eligible for future issuance to complete potential acquisitions under the
Acquisition Shelf Registration Statement. Shares issued under the Acquisition
Shelf Registration Statement will generally be eligible for public sale by the
recipients under the federal securities laws immediately after issuance.

Additionally, in payment of a portion of the purchase price for the Minot
Acquisition, the Company must issue such number of unregistered shares of Class
A Common Stock as have a value of $2.0 million on the closing date of the Minot
Acquisition. Based on an assumed price per share equal to the closing sale price
of the Class A Common Stock on May 19, 1998 as set forth on the cover page of
this Prospectus, the Company would issue 109,215 shares of its Class A Common
Stock to effect the Minot Acquisition. These shares will not be issued under the
Acquisition Shelf Registration Statement. Such shares will be "restricted
securities" under the federal securities laws and will not be eligible for sale
by the recipient thereof in the public market for a period of one year after
closing of the Minot Acquisition. After the first anniversary of the Minot
Acquisition, these restricted shares of Class A Common Stock will be eligible
for sale by the recipient thereof in the public market without registration
under the Securities Act of 1933, as amended ("Securities Act"), subject to
compliance with the resale volume limitations and other restrictions of Rule 144
under the Securities Act. Additionally, beginning from and after the first
anniversary of the Minot Acquisition until the second anniversary thereof, the
recipient of such shares will be eligible to participate with the Company in any
registered public offering (other than offerings in connection with business
acquisitions or employee benefit plans) of the Company's Class A Common Stock
initiated by the Company and on the same terms and conditions as the Company.
The recipient of such shares may not require the Company to register the shares
received in the Minot Acquisition. See "Business--Strategic Minot Acquisition."

15
<PAGE>
USE OF PROCEEDS

The net proceeds to the Company from its sale of Class A Common Stock
offered hereby are estimated to be $85.6 million ($98.5 million if the
Underwriters' over-allotment option is exercised), assuming a per share sale
price equal to the closing sale price of the Class A Common Stock on May 19,
1998 as set forth on the cover page of this Prospectus and after deducting
estimated underwriting discounts and commissions and estimated offering expenses
payable by the Company.

The Company intends to use $35.6 million of the net proceeds of this
offering to pay the cash purchase price of the Minot Acquisition if this
offering is completed before or simultaneous with the closing of the Minot
Acquisition. See "Business--Strategic Minot Acquisition." The balance of the net
proceeds will be used to reduce bank indebtedness, support increased nationwide
promotion to further accelerate the growth and expansion of the Company's
NORTHLAND brand 100% juice blends and support the Company's anticipated
significantly enhanced presence in the private label juice market following the
Minot Acquisition, as well as to fund potential future acquisitions of other
branded and/or private label juice and beverage manufacturers and distributors
and for working capital and general corporate purposes. If the Minot Acquisition
is not consummated, the entire amount of the net proceeds will be used to reduce
bank indebtedness, support the growth and expansion of NORTHLAND brand products,
fund potential future acquisitions of other branded and/or private label juice
and beverage manufacturers and distributors and for working capital and general
corporate purposes. Pending specific application, Northland intends to use the
net proceeds of this offering to reduce its existing $75.0 million bank
revolving credit facility, which will thereafter remain available for additional
future borrowings by the Company. At February 28, 1998, the Company had
outstanding approximately $67.7 million under such credit facility bearing
interest at a rate of 7.8% per annum as of such date. See "Management's
Discussion and Analysis of Results of Operations and Financial
Condition--Financial Condition."

16
<PAGE>
PRICE RANGE OF CLASS A COMMON STOCK

The Company's Class A Common Stock is traded on the Nasdaq National Market
under the symbol "CBRYA." The following table sets forth for the periods
indicated the high and low closing sale prices of the Company's Class A Common
Stock as reported on the Nasdaq National Market, as well as the cash dividends
declared thereon. See "Selected Consolidated Financial Data" for information on
dividends paid on the Company's Class B Common Stock. See the cover page of this
Prospectus for the closing sale price of the Class A Common Stock on May 19,
1998 as reported on the Nasdaq National Market.

<TABLE>
<CAPTION>
QUARTER ENDED HIGH LOW CASH DIVIDENDS
- ------------------------------------------------------------------------------ --------- --------- ---------------
<S> <C> <C> <C>
FISCAL 1996
November 30, 1995........................................................... $ 10.00 $ 7.25 $ 0.035
February 29, 1996........................................................... 11.00 8.50 0.035
May 31, 1996................................................................ 14.63 9.88 0.035
August 31, 1996............................................................. 18.13 13.38 0.04
FISCAL 1997
November 30, 1996........................................................... $ 25.25 $ 15.25 $ 0.04
February 28, 1997........................................................... 27.50 17.00 0.04
May 31, 1997................................................................ 20.75 8.88 0.04
August 31, 1997............................................................. 19.25 12.69 0.04
FISCAL 1998
November 30, 1997........................................................... $ 21.25 $ 13.00 $ 0.04
February 28, 1998........................................................... 16.50 12.63 0.04
May 31, 1998 (through May 19, 1998)......................................... 19.13 12.75 0.04
</TABLE>

As of April 1, 1998, there were 1,164 holders of record and, based upon
information received from nominee holders, approximately 8,400 beneficial owners
of Class A Common Stock.

DIVIDEND POLICY

The Company has paid cash dividends since 1988 and currently pays cash
dividends quarterly at an annual rate of $0.16 per Class A share. The next
quarterly cash dividend is currently expected to be declared in or about July
1998, with an anticipated record date of on or about July 31, 1998 and an
anticipated payment date of on or about August 14, 1998.

The Company intends to continue paying regular quarterly cash dividends,
subject to declaration thereof by the Board of Directors. Under the Company's
credit agreements, cash dividends declared may not exceed $0.04 per Class A
share during each quarter during fiscal 1998 and thereafter may not exceed 50%
of the Company's then current reported net income. However, the declaration of
dividends will continue to depend principally upon the Company's results of
operations, financial condition and future prospects. For a description of the
restrictions on dividends under the Company's credit agreements, see Note 10 of
Notes to Consolidated Financial Statements. See also "Description of Capital
Stock--Preferred Stock."

17
<PAGE>
CAPITALIZATION

The following table sets forth the current liabilities and capitalization of
the Company (i) as of February 28, 1998 and (ii) pro forma as adjusted to give
effect to the consummation of the Minot Acquisition and the sale by the Company
of the 5,000,000 shares of Class A Common Stock offered hereby at an assumed per
share price equal to the closing sale price of the Class A Common Stock on May
19, 1998 as set forth on the cover page of this Prospectus and after deducting
the estimated underwriting discounts and commissions and estimated offering
expenses payable by the Company and the application of the estimated net
proceeds therefrom. See "Business--Strategic Minot Acquisition" and "Use of
Proceeds."

<TABLE>
<CAPTION>
FEBRUARY 28, 1998
-------------------------
PRO FORMA AS
ACTUAL ADJUSTED(2)
---------- -------------
(IN THOUSANDS, EXCEPT
SHARE DATA)
<S> <C> <C>
Current liabilities, including current portion of long-term debt................. $ 16,210 $ 20,319
---------- -------------
Long-term debt, less current portion............................................. $ 100,784 $ 50,840

Shareholders' Equity:
Preferred stock, $.01 par value: 5,000,000
shares authorized; no shares outstanding..................................... -- --
Class A common stock, $.01 par value:
60,000,000 shares authorized; 13,226,616
shares issued and outstanding; 18,335,831
shares issued and outstanding, pro forma as adjusted(1)...................... 132 183
Class B common stock, $.01 par value:
4,000,000 shares authorized; 636,202
shares issued and outstanding................................................ 6 6
Additional paid-in capital..................................................... 67,946 155,464
Retained earnings.............................................................. 7,897 7,897
---------- -------------
Total shareholders' equity................................................... 75,981 163,550
---------- -------------
Total capitalization....................................................... $ 176,765 $ 214,390
---------- -------------
---------- -------------
</TABLE>

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

(1) Excludes (i) 636,202 shares of Class B Common Stock which are convertible on
a share-for-share basis into Class A shares at the option of the holders and
(ii) 1,076,656 Class A shares issuable upon exercise of outstanding stock
options as of the date of this Prospectus, but includes pro forma as
adjusted 109,215 shares issuable in payment of a portion of the purchase
price to consummate the Minot Acquisition based on a per share price equal
to the closing sale price of the Class A Common Stock on May 19, 1998 as set
forth on the cover page of this Prospectus. See "Description of Capital
Stock--Class A and Class B Common Stock."

(2) Assumes that the Company uses $35.6 million of the net proceeds of this
offering to pay the cash purchase price of the Minot Acquisition and the
remainder of the net proceeds are used to reduce indebtedness. If the Minot
Acquisition is not consummated, then under this column, current liabilities,
including current portion of long-term debt, would be $13.6 million;
long-term debt, less current portion, would be $17.8 million; preferred
stock would remain unchanged; Class A common stock would be $182,000; Class
B common stock would remain unchanged; additional paid-in capital would be
$153.5 million; retained earnings would remain unchanged; total
shareholders' equity would be $161.6 million; and total capitalization would
be $179.4 million.

18
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)

The following table sets forth selected consolidated financial data for the
Company. The statement of operations data in the table for the fiscal years
ended August 31, 1997 and 1996, March 31, 1995, and the five-months ended August
31, 1995, and the balance sheet data as of August 31, 1997 and 1996, have been
derived from the Company's audited consolidated financial statements appearing
elsewhere herein. The statement of operations data in the table for the fiscal
years ended March 31, 1994 and 1993, and the balance sheet data as of August 31,
1995, March 31, 1995, 1994 and 1993, have been derived from the Company's
audited consolidated financial statements which are not included herein. The
Company's financial statements and the related selected financial data for the
six months ended February 28, 1998 and 1997 are unaudited but, in the opinion of
management of the Company, reflect all adjustments (which include only normal
recurring adjustments) necessary to present fairly such information for those
periods. Results of interim periods are not necessarily indicative of results to
be expected for the year. The following information should be read in
conjunction with "Management's Discussion and Analysis of Results of Operations
and Financial Condition" and the consolidated financial statements of Northland
and the related notes thereto included or incorporated elsewhere herein.

<TABLE>
<CAPTION>
FIVE
MONTHS
ENDED
SIX MONTHS ENDED FISCAL YEARS ENDED AUGUST FISCAL YEARS ENDED
FEBRUARY 28, AUGUST 31, 31, MARCH 31,
-------------------- -------------------- --------- -------------------------------
1998 1997 1997 1996 1995 1995 1994 1993
--------- --------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues.................................. $ 48,727 $ 24,433 $ 47,375 $ 37,608 $ 891 $ 21,784 $ 18,051 $ 13,000
Cost of sales............................. 26,017 11,173 23,171 16,517 1,401 13,057 8,751 6,345
--------- --------- --------- --------- --------- --------- --------- ---------
Gross profit (loss)....................... 22,710 13,260 24,204 21,091 (510) 8,727 9,300 6,655
Costs and expenses:
Selling, general and administrative..... 18,975 6,334 15,963 7,020 1,908 2,440 2,046 1,474
Interest................................ 3,342 1,910 4,493 2,657 1,919 3,654 2,394 2,028
--------- --------- --------- --------- --------- --------- --------- ---------
Total costs and expenses.................. 22,317 8,244 20,456 9,677 3,827 6,094 4,440 3,502
--------- --------- --------- --------- --------- --------- --------- ---------
Income (loss) before income taxes and
change in accounting method............. 393 5,016 3,748 11,414 (4,337) 2,633 4,860 3,153
Income taxes.............................. 176 1,988 1,516 4,509 (1,689) 1,051 1,917 1,210
Change in accounting method(1)............ -- -- -- -- 1,249 -- -- --
--------- --------- --------- --------- --------- --------- --------- ---------
Net income (loss)......................... $ 217 $ 3,028 $ 2,232 $ 6,905 $ (1,399) $ 1,582 $ 2,943 $ 1,943
--------- --------- --------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- --------- --------- ---------
Net income (loss) per share-- basic:
Weighted average shares outstanding..... 13,858 13,641 13,737 13,311 9,128 8,587 8,499 7,419
Net income (loss) per share............. $ 0.02 $ 0.22 $ 0.16 $ 0.52 $ (0.15) $ 0.18 $ 0.35 $ 0.26
Net income (loss) per share-- diluted:
Weighted average shares outstanding..... 14,323 14,298 14,309 13,928 9,394 8,891 8,835 7,637
Net income (loss) per share............. $ 0.02 $ 0.21 $ 0.16 $ 0.50 $ (0.15) $ 0.18 $ 0.33 $ 0.25
Cash dividends per share(2):
Per Class A share....................... $ 0.080 $ 0.080 $ 0.160 $ 0.145 $ 0.060 $ 0.140 $ 0.175 $ 0.080
Per Class B share....................... 0.072 0.072 0.145 0.132 0.055 0.127 0.159 0.073
BALANCE SHEET DATA (END OF PERIOD):
Current assets............................ $ 59,908 $ 33,124 $ 39,691 $ 18,617 $ 11,740 $ 6,746 $ 5,598 $ 8,309
Total assets.............................. 202,549 174,489 180,932 145,485 121,745 107,745 83,074 67,703
Current liabilities....................... 16,210 12,881 11,545 12,067 10,583 10,169 4,485 4,949
Long-term debt............................ 100,784 75,265 83,131 56,978 45,538 55,793 38,945 25,098
Shareholders' equity...................... 75,981 78,209 76,811 69,059 59,113 34,627 33,125 31,572
</TABLE>

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

(1) During the Transition Period, the Company changed its method of deferring
crop growing costs. See Note 2 of Notes to Consolidated Financial
Statements.

(2) In August 1993, Northland changed its mode of dividend payment from annual
to quarterly. As a result, the fiscal 1994 dividends stated above include
the annual dividend of $0.100 per Class A share and $0.091 per Class B
share, paid in June 1993, plus three quarterly dividends of $0.025 per Class
A share and $0.02275 per Class B share, paid in September 1993, December
1993 and March 1994.

19
<PAGE>
SELECTED CONSOLIDATED PRO FORMA FINANCIAL DATA
(DOLLARS IN THOUSANDS)

The following table sets forth selected pro forma financial data of the
Company for the fiscal year ended August 31, 1997 and as of and for the six
months ended February 28, 1998. Northland's fiscal year ends on August 31, while
Minot's fiscal year ends on June 30. The pro forma balance sheet data give
effect to the Minot Acquisition and the issuance and sale by the Company of the
5,000,000 shares of Class A Common Stock offered hereby at an assumed price per
share equal to the closing sale price of the Class A Common Stock on May 19,
1998 as set forth on the cover page of this Prospectus and after deducting the
estimated underwriting discounts and commissions and estimated offering expenses
payable by the Company, in each case as if they had occurred on February 28,
1998. The pro forma statement of operations data give effect to (i) the Minot
Acquisition and (ii) the Company's sale of such number of shares of Class A
Common Stock at an assumed price per share equal to the closing price of the
Class A Common Stock on May 19, 1998 as set forth on the cover page of this
Prospectus sufficient to fund the cash purchase price of the Minot Acquisition,
in each case as if such event had occurred on September 1, 1996. Such pro forma
data are not necessarily indicative of the future results of operations of the
Company or the results of operations that would have been realized had the Minot
Acquisition occurred as of the dates or for the periods presented. The following
information should be read in conjunction with "Management's Discussion and
Analysis of Results of Operation and Financial Condition" and the historical
consolidated financial statements of Northland, the unaudited pro forma
condensed consolidated financial statements of Northland and the historical
financial statements of Minot and the related notes thereto included elsewhere
herein. See "Selected Consolidated Financial Data." There can be no assurance
that the Minot Acquisition will be consummated.

Not reflected in the selected consolidated pro forma financial data set
forth below are certain potential cost savings and other synergies which the
Company believes it will be able to realize by acquiring and integrating Minot
into its own operations, including particularly the potential realization of
anticipated substantial reductions in the inventory cost of Minot's supply of
cranberries by utilizing Northland's internally grown and substantially
lower-cost supply of cranberries in the manufacture of Minot's cranberry
products. Also not reflected in the selected consolidated pro forma financial
data set forth below is the expected loss of revenues from certain co-packing
customers of Minot who otherwise compete against Northland and who are not
expected by the Company to continue to be customers of Minot after consummation
of the Minot Acquisition. See "Risk Factors--Risks Relating to the Minot
Acquisition."

<TABLE>
<CAPTION>
SIX MONTHS ENDED FISCAL YEAR ENDED
FEBRUARY 28, AUGUST 31,
1998 1997
----------------- -----------------
<S> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues................................................................... $ 72,782 $ 89,027
Cost of sales.............................................................. 44,639 57,371
------- -------
Gross profit............................................................... 28,143 31,656
Cost and expenses:
Selling, general and administrative...................................... 22,555 21,593
Interest................................................................. 3,342 4,493
------- -------
Total costs and expenses................................................... 25,897 26,086
------- -------
Income before income taxes................................................. 2,246 5,571
Income taxes............................................................... 991 2,230
------- -------
Net income(1).............................................................. $ 1,255 $ 3,340
------- -------
------- -------
</TABLE>

<TABLE>
<CAPTION>
FEBRUARY 28,
1998
------------
<S> <C>
BALANCE SHEET DATA:
Current assets................................................................................. $ 71,165
Total assets................................................................................... 244,283
Current liabilities............................................................................ 20,319
Long-term debt................................................................................. 50,840
Shareholders' equity........................................................................... 163,550
</TABLE>

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

(1) Earnings per share is not included in the following data since the Minot
Acquisition would be accretive to earnings on a pro forma historical basis.

20
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

GENERAL

Northland's MARSH TO MARKET vertical integration strategy was initiated in
1993 and has transitioned the Company from a cranberry grower that principally
sold all of its harvested raw cranberries once every year to Ocean Spray to a
fully-integrated independent grower, processor and marketer of the fastest
growing branded cranberry juice product line known to the Company in nationwide
supermarket distribution. Northland was a member-grower of Ocean Spray until the
Company decided to terminate its membership in the cooperative as of August 31,
1993. From that time until March 1996, the Company sold substantially all of its
crop once a year after the annual fall harvest under fixed price contracts to
two large manufacturers of private label cranberry beverages. The Company
determined not to renew those contracts and, in fiscal 1996, the Company began
aggressively implementing its MARSH TO MARKET vertical integration business
strategy by selling cranberries directly to retail customers, including
manufacturing and distributing its own NORTHLAND brand 100% juice cranberry
beverages. Northland began the introduction of its NORTHLAND brand 100% juice
cranberry blends into selected Midwestern markets in fiscal 1996 and, by the end
of fiscal 1997, the Company had completed the product line's rollout into
national supermarket distribution. As a result of this changing and evolving
nature of the Company's business, fiscal 1997 was largely a year of transition
for the Company. See "Quarterly Results" below.

Northland has implemented its MARSH TO MARKET vertical integration strategy
by adding value to its raw cranberry supply, thereby helping to increase the
potential return realizable by the Company from each barrel of its raw
cranberries. After raw cranberries are harvested by Northland during the fall of
each year, each barrel's potential return to Northland depends on the extent of
value-added actions undertaken by the Company in order to process the raw
cranberries into final products for resale. Northland's value-added efforts
direct Northland's raw cranberry supply into a product mix which can best
maximize Northland's per barrel profit potential based on customer demand and
subject to industry and other market conditions.

Sales of NORTHLAND 100% juice cranberry blends have increased rapidly during
fiscal 1998, which the Company attributes largely to its aggressive marketing
and promotional campaign focused on the Company's unique and premium product
formulation. The accelerating growth of the Company's NORTHLAND 100% juice
products during fiscal 1998, coupled with recent intense price competition for
the sale of cranberry concentrate and other industrial cranberry products and
the Company's current limited presence in the private label cranberry drink and
beverage market, has resulted in an increasing substantial majority of the
Company's revenues during fiscal 1998 being generated by sales of the Company's
branded juice line. The Company believes that consummation of the Minot
Acquisition will help to better balance the Company's product mix between
branded and private label sales and reduce the impact on the Company's results
of operations resulting from adverse market conditions for the sale of cranberry
concentrate and other industrial cranberry products. The Company also believes
the Minot Acquisition should further enhance the Company's potential to
recognize additional branded product sales through the creation of a larger
product offering, thus enabling Northland to offer more category management
opportunities to its retail customers.

Components of the Company's cost of goods sold include the inventory costs
of both lower-cost internally harvested cranberries and higher-cost third party
purchased cranberries, as well as ingredient and other raw materials costs for
manufacturing the Company's consumer products. As the largest grower

21
<PAGE>
of cranberries in the world, the Company believes it has a significant cost
advantage for raw cranberries over many of its competitors. The Company believes
that most of its competitors must purchase their raw cranberry supply from third
party growers at substantially higher prices than the costs incurred by the
Company to grow its own internal supply of cranberries. However, because the
Company uses all natural fruit juices to sweeten its branded products rather
than sugar or high fructose corn syrup, the Company believes that its premium
branded products cost more for the Company to produce than it costs competitors
to produce their non-100% juice cranberry drink and cocktail products. The
Company's crop growing costs are relatively fixed on a per acre basis, leaving
the size of the crop harvested by the Company each fall as the principal
variable factor in determining the Company's cranberry inventory carrying costs
on a per barrel basis. See "Quarterly Results" below. The other principal
components of the Company's cost of goods sold are labor and overhead costs.

As is customary in the industry, in order to increase supermarket
distribution and market share and build brand name equity for its NORTHLAND
brand 100% juice cranberry blend products, the Company has incurred, and expects
to continue to incur, substantial marketing and promotional expenses. These
marketing and promotional expenses primarily include (i) television advertising;
(ii) consumer promotions, which include targeted coupons and on-package offers;
(iii) trade promotions, which are directed at obtaining retail display support
and achieving key price points; and (iv) slotting fees, which are payments made
to supermarket chains to obtain, and in some cases maintain, supermarket shelf
space for the Company's products. Selling expenses also include commissions paid
to food brokers and costs of the Company's field sales force.

The Company has assessed and continues to assess the impact of the Year 2000
issue on its operations. Based on such assessment, the Company believes that its
computer systems and programs are currently Year 2000 compliant in all material
respects. However, there can be no assurance that the Company's customers,
suppliers, co-packers and brokers will all be Year 2000 compliant or that the
Company's operations will not be adversely affected if they are not compliant.

The Minot Acquisition will be accounted for under the purchase method.
Goodwill recognized as a result of the Minot Acquisition is expected to be
amortized for financial reporting purposes over a 40-year period and such
amortization charges are not expected to materially adversely affect the
Company's reported results of operations.

RESULTS OF OPERATIONS

SIX MONTHS ENDED FEBRUARY 28, 1998 COMPARED TO SIX MONTHS ENDED FEBRUARY 28,
1997

Total revenues for the six-month period ended February 28, 1998 increased
99% to $48.7 million from $24.4 million during the same period in fiscal 1997.
The increased fiscal 1998 revenues were due to increased sales of NORTHLAND
brand 100% juice products. Trade industry data for the 12-week period ended
March 1, 1998 indicated NORTHLAND juice products achieved distribution
penetration into approximately 74% of the nation's 30,000 supermarkets and a
12.7% market share of supermarket bottled shelf-stable cranberry beverage dollar
sales on a national basis, up from a 10.6% market share for the previous 12-week
period. The Company believes its increased branded juice sales and resulting
increased market share were primarily due to its aggressive branded product
marketing campaign, which included over $13.0 million in media, consumer
promotion and trade spending during the first six months of fiscal 1998. The
Company plans to continue to aggressively market its branded juice products
throughout the remainder of the fiscal year. The Company continues to experience
intense competition in its efforts to expand its current limited presence in the
private label juice market and in its efforts to sell concentrate and bulk
frozen fruit. Sales of these products in the first half of 1998 were
substantially below initially budgeted expectations principally as a result of
intense price competition.

Cost of sales for the six-month period ended February 28, 1998 was $26.0
million compared to $11.2 million in the fiscal 1997 period, with gross margins
of 46.6% and 54.3%, respectively. The decrease in gross margin for the fiscal
1998 period was primarily due to the Company's changing product mix and

22
<PAGE>
reduced pricing for cranberry concentrate. A majority of fiscal 1998 period
revenues was generated by the Company's branded juice sales compared to fiscal
1997 revenues which were more heavily weighted toward higher margin fresh fruit
and concentrate sales at substantially higher pricing levels. The Company's
gross margins during the remainder of fiscal 1998 will be dependent upon its
product mix and then existing market conditions.

Selling, general and administrative expenses were $19.0 million, or 38.9% of
total revenues, for the six-month period ended February 28, 1998, compared to
$6.3 million, or 25.9% of total revenues, during the same period in the prior
fiscal year. This planned increase in selling, general and administrative
expenses was primarily attributable to the Company's ongoing aggressive
marketing campaign to support the development and growth of its NORTHLAND brand
100% juice products.

Interest expense was $3.3 million for the six-month period ended February
28, 1998 compared to $1.9 million during the same period in fiscal 1997. The
increase in interest expense was due to increased debt levels, which resulted
from funding increasing levels of inventory and accounts receivable to support
the Company's growing consumer cranberry product business, as well as funding
marsh acquisitions and seasonal operating activities.

Consistent with the Company's expectation given its aggressive promotional
activity in support of the growth of its branded juice products, net income and
per share earnings for the six-month period ended February 28, 1998 decreased to
$217,000, or $0.02 per share, from fiscal 1997 first half net income and per
share earnings of $3.0 million, or $0.22 per share.

FISCAL 1997 COMPARED TO FISCAL 1996

REVENUES. Revenues in fiscal 1997 were $47.4 million, a $9.8 million, or
26.0% increase, from $37.6 million in fiscal 1996. The increase in fiscal 1997
revenues was primarily the result of increased sales of the Company's NORTHLAND
brand 100% juice products, as the Company completed the national rollout of its
branded juice line during its fourth quarter. As of the end of fiscal 1997, the
Company increased the distribution of its branded juice products to
approximately 60% of supermarkets nationwide, compared to approximately 13% at
the end of fiscal 1996. The Company's market share of United States supermarket
shelf-stable cranberry beverages grew from 0.9% for the 12-week period ending
September 8, 1996 to 5.8% for the 12-week period ending September 14, 1997.
Despite the Company's successful rollout of its branded juice line, revenues did
not reach the level expected in fiscal 1997, due principally to the seller's
unexpected and sudden termination of the Company's planned acquisition of a
major private label cranberry juice processor and distributor that would have
enabled the Company to quickly establish a leadership role in the private label
segment of the cranberry juice industry. As a result, a significant amount of
the Company's cranberry supply that was intended for use by the target company
and expected to generate revenue in fiscal 1997 remained in inventory at the end
of the year.

COST OF SALES. Cost of sales increased $6.7 million, or 40.3%, to $23.2
million in fiscal 1997, from $16.5 million in fiscal 1996. The Company's gross
margin in fiscal 1997 was 51.1%, compared to 56.1% in fiscal 1996. The decrease
in gross margin in fiscal 1997 was due to higher inventory costs on a per barrel
basis, the Company's changing product mix and increased price competition for
concentrate sales. The Company's crop growing costs are relatively fixed on a
per acre basis, leaving the size of the crop harvested as the principal variable
factor in determining the Company's inventory carrying cost on a per barrel
basis. Due to the smaller than expected fiscal 1997 crop, the Company's
inventory carrying costs per barrel increased, resulting in increased cost of
sales and reduced gross margin percentages.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses were $16.0 million in fiscal 1997, compared to $7.0
million in fiscal 1996. As a percent of revenues, selling, general and
administrative expenses increased to 33.7% in fiscal 1997 from 18.7% in fiscal
1996. The increase was due primarily to the Company's national rollout of its
branded juice products. Fiscal 1997 advertising, promotion and slotting expenses
in support of the Company's branded juice rollout totaled $9.0 million.

23
<PAGE>
INTEREST EXPENSE. Fiscal 1997 interest expense was $4.5 million, a $1.8
million increase from fiscal 1996 interest expense of $2.7 million. The increase
in interest expense was due to increased debt levels as a result of funding
property and equipment additions and working capital necessary to fund the full
implementation of the Company's MARSH TO MARKET business strategy.

INCOME TAX EXPENSE. The Company recorded $1.5 million in income tax expense
in fiscal 1997 compared to $4.5 million in fiscal 1996. See Note 13 of Notes to
Consolidated Financial Statements.

NET INCOME. Net income for fiscal 1997 was $2.2 million, compared to fiscal
1996 net income of $6.9 million. Net income per common share-diluted was $0.16
in fiscal 1997, compared to net income per common share-diluted of $0.50 in
fiscal 1996. Weighted average common shares outstanding for fiscal 1997 were
14,309,000 compared to 13,928,000 for fiscal 1996.

FISCAL 1996 COMPARED TO FISCAL 1995

GENERAL. As a result of the Company's decision to begin marketing and
selling value-added processed consumer cranberry products, the Company changed
its fiscal year end from March 31 to August 31 in order to correspond the
Company's fiscal year with the new annual business cycle expected to result from
the continued implementation of its MARSH TO MARKET vertical integration
business strategy. This change in fiscal year end was intended to better match
the costs and expenses associated with growing each year's crop with the
expected revenues to be generated from the sales of consumer products produced
from such crop. This discussion compares information relating to the Company's
fiscal 1996 (ending August 31, 1996) performance with fiscal 1995 (ending March
31, 1995).

REVENUES. Revenues in fiscal 1996 were $37.6 million, a $15.8 million
increase from $21.8 million in fiscal 1995. The increase in fiscal 1996 revenues
was due to increased sales of cranberries and cranberry products. The majority
of the Company's fiscal 1996 cranberry crop was sold to independent fruit juice
and sauce processors at fixed pricing under three-year supply agreements, which
expired in March 1996. The Company was able to market the rest of its fruit at
more favorable pricing as a result of the growing demand for cranberry products
and the industry's short supply of available fruit. Fiscal 1996 revenues
benefited from increased sales of NORTHLAND brand fresh fruit, sales of bulk
frozen cranberries and the introductory sales of the NORTHLAND brand 100% juice
product line.

COST OF SALES. Cost of sales increased $3.4 million to $16.5 million in
fiscal 1996, from $13.1 million in fiscal 1995. The increase in fiscal 1996 cost
of sales was due to increases in the Company's productive acres, barrels
harvested, barrels purchased and the cost of sales for the Company's entry into
the branded juice market. The Company's gross margin in fiscal 1996 was 56.1%,
compared to 40.1% in fiscal 1995.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses were $7.0 million in fiscal 1996, compared to $2.4
million in fiscal 1995. The increase was due primarily to additional costs
associated with increased compensation and related expenses partially
attributable to the Company's growth in productive acreage and the Company's
initial rollout of its branded juice products.

INTEREST EXPENSE. Fiscal 1996 interest expense was $2.7 million, a $1.0
million decrease from fiscal 1995 interest expense of $3.7 million. The decrease
was due to decreased debt levels which resulted from the application of proceeds
generated by the Company's August 1995 public offering and sale of 2,300,000
Class A common shares.

INCOME TAX EXPENSE. The Company recorded $4.5 million in income tax expense
in fiscal 1996, compared to $1.1 million in fiscal 1995. As a result of
alternative minimum tax liabilities, $2.8 million in income taxes were paid in
fiscal 1996, compared to $141,000 in fiscal 1995.

NET INCOME. Net income for fiscal 1996 was $6.9 million, compared to fiscal
1995 net income of $1.6 million. Net income per common share-diluted was $0.50
in fiscal 1996, compared to net income per common share-diluted of $0.18 in
fiscal 1995. Weighted average common shares outstanding for fiscal 1996 were
13,928,000 compared to 8,891,000 for fiscal 1995.

24
<PAGE>
FINANCIAL CONDITION

AT AND FOR THE SIX MONTHS ENDED FEBRUARY 28, 1998

Net cash used for operating activities in the first six months of fiscal
1998 was $12.3 million compared to $5.0 million used for operating activities in
the same period in fiscal 1997. The increased net cash used for operating
activities during the first half of fiscal 1998 was the result of working
capital increases to support the Company's growing juice business and the
continuing evolving nature of the Company's business into a consumer products
company. Accounts receivable increased $9.3 million primarily due to increased
branded juice sales. Inventory increased $11.0 million due to the purchase of
104,000 barrels of fruit from other independent cranberry growers and increased
raw materials and finished goods inventories necessary to support the Company's
increasing branded juice sales. Accounts payable increased $4.5 million in the
first half of fiscal 1998 primarily due to contract installment payments due
independent cranberry growers for the purchase of their fruit, as well as
purchases of other raw materials inventory to support the Company's growing
branded product sales.

Net cash used for investing activities decreased during the six-month period
ended February 28, 1998 to $4.4 million from $11.6 million during the same
period in the prior fiscal year. The decrease was principally the result of
reduced property and equipment additions. Fiscal 1998 property and equipment
additions were $4.3 million compared to total property and equipment additions
of $12.0 million in the first half of the prior year. Fiscal 1997 property and
equipment additions included $7.1 million for the acquisition of two cranberry
properties.

Net cash provided by financing activities in the six-month period ended
February 28, 1998 was $16.6 million compared to $17.8 million during the same
period in the prior fiscal year. The Company's debt increased $17.9 million
during the first half of fiscal 1998 primarily due to the $15.6 million increase
in seasonal and growth working capital and $4.3 million for property and
equipment additions. Working capital was $43.7 million at February 28, 1998
compared to working capital of $28.1 million at August 31, 1997. The Company's
total debt (including current portion) was $104.6 million at February 28, 1998
for a total debt-to-equity ratio of 1.38 to 1 compared to total debt of $86.8
million and a total debt-to-equity ratio of 1.13 to 1 at August 31, 1997.
Depending upon the future sales levels and relative sales mix of the Company's
products over the remainder of the fiscal year, the Company does not believe
that its working capital requirements will materially increase during the last
half of fiscal 1998. However, the Company believes that its $75.0 million
revolving credit facility, together with cash generated from operations, would
be sufficient to fund any such materially increased working capital
requirements, as well as the Company's ongoing operational needs, over the
remainder of fiscal 1998. As of February 28, 1998, the principal amount
outstanding under the Company's revolving credit facility was $67.7 million,
with an additional $7.3 million available under its credit facility with a
syndicate of regional banks until December 2000.

The Company intends to fund the $35.6 million cash purchase price of the
Minot Acquisition with a portion of the net proceeds of this offering. Net
proceeds in excess of such amount are intended to be used by the Company to
reduce bank indebtedness, further accelerate the growth and expansion of the
Company's NORTHLAND brand 100% juice blends, support Northland's anticipated
significantly enhanced presence in the private label juice market following the
Minot Acquisition and help fund the potential future acquisition of other
branded and/or private label juice or beverage manufacturers and distributors.
If the Minot Acquisition is not consummated, the net proceeds of this offering
will be used by the Company to reduce bank indebtedness, further accelerate the
growth and expansion of the Company's NORTHLAND brand 100% juice blends and help
fund the potential future acquisition of other branded and/or private label
juice or beverage manufacturers and distributors. Pending specific application,
the Company intends to use the net proceeds of this offering to reduce its $75.0
million revolving credit facility, which will thereafter remain available for
future additional borrowings by the Company.

25
<PAGE>
AT AND FOR THE FISCAL YEAR ENDED AUGUST 31, 1997

Net cash used in operating activities in fiscal 1997 was $10.6 million.
Fiscal 1996 cash provided by operating activities was $9.4 million. The $20.0
million change in net cash from operating activities was directly related to the
Company's change in business strategy and the resulting increase in current
assets. The Company's current ratio was 3.4 to 1.0 at the end of fiscal 1997,
compared to a current ratio of 1.5 to 1.0 at the end of fiscal 1996. In prior
years, accounts receivable and inventory levels were minimal at year end as a
result of the Company selling its crop following harvest as fresh fruit or in
bulk. The bulk sales were to two private label bottlers under fixed price supply
agreements with resulting receivables collected within six months after the
harvest. Year-end trade accounts receivable and inventory levels increased
slightly in fiscal 1996 with the Company's entry into the branded juice and
cranberry concentrate markets. The fiscal 1997 national rollout of the Company's
branded juice line and increased cranberry concentrate sales resulted in a $4.4
million increase in accounts receivable to $7.0 million at August 31, 1997, from
$2.6 million at the end of fiscal 1996. Inventories increased by $14.1 million
to $26.5 million at August 31, 1997, compared to inventories of $12.4 million at
August 31, 1996, principally due to the increased raw materials and finished
goods inventories necessary to support branded juice sales. However, part of
this increase was also due to a larger than normal inventory carryover of
cranberry supply as a result of the unexpected terminated acquisition of a
private label juice processor and distributor.

Net cash used for investing activities decreased to $14.2 million in fiscal
1997 from $20.6 million in fiscal 1996. The decrease was principally the result
of significantly reduced property and equipment additions. Fiscal 1997 property
and equipment additions were $8.8 million, compared to $14.5 million in the
prior year. Fiscal 1996 additions included $4.2 million to complete construction
of the Company's concentrate manufacturing facility and $2.9 million to improve
the Company's fruit handling facilities to support the Company's changing
business strategy. In September 1996, the Company completed the acquisition of a
108-acre cranberry property located in Northern Wisconsin. The Company paid for
the acquisition with $4.85 million in cash and 169,014 shares of the Company's
Class A Common Stock. In December 1996, the Company completed the acquisition of
a 73-acre cranberry property located in Central Wisconsin. The Company paid for
the acquisition with $2.18 million in cash and 100,000 shares of the Company's
Class A Common Stock. The Company utilized its bank credit facilities to fund
the cash portion of the acquisitions.

Net cash provided by financing activities increased in fiscal 1997 to $24.8
million, from $11.1 million in fiscal 1996. The increase in cash provided by
financing activities was primarily the result of the Company's increase in
long-term debt used to fund property and equipment additions, cranberry marsh
acquisitions and working capital needs. The Company's total equity increased to
$76.8 million at August 31, 1997, compared to $69.1 million at the end of fiscal
1996. The Company's total debt (including current portion) at fiscal 1997 year
end was $86.8 million, for a total debt-to-equity ratio of 1.1 to 1, compared to
total debt of $60.5 million and debt-to-equity ratio of 0.88 to 1 at August 31,
1996. On October 3, 1997, the Company amended its existing bank credit facility
to increase its revolving credit facility to $75.0 million, increasing its
revolving credit availability by $20.0 million. The new credit facility matures
on December 31, 2000. The amount of unused available borrowings under the
amended credit facility was $25.6 million at August 31, 1997. See Note 10 of
Notes to Consolidated Financial Statements.

QUARTERLY RESULTS

As shown in the table below, the Company's transition from a cranberry
grower which principally sold all of its harvested raw cranberries once every
year to two large manufacturers of private label cranberry beverages to a
fully-integrated independent grower and marketer of the fastest growing branded
cranberry juice product line known to the Company in nationwide supermarket
distribution has resulted in substantial initial unpredictability and
fluctuation in the Company's quarterly results of operations. For example, in
the first quarter of fiscal 1996 (ended November 30, 1995), the Company sold
substantially all of its crop under fixed price contracts to two large
manufacturers of private label cranberry beverages and recognized virtually all
of its fiscal 1996 net income in that quarter. In connection with the
termination by the

26
<PAGE>
Company of those contracts in March 1996, during fiscal 1996 Northland first
began the rollout of its NORTHLAND brand 100% juice cranberry blends and began
the transition from a cranberry grower to a consumer products marketing entity,
less dependent on the annual sale of its internally-grown cranberry crop. As the
Company expanded the rollout of its product line from selected Midwestern
markets into other regions, the Company incurred substantial initial marketing
and promotional expenditures. These expenditures were the principal factor in
the Company's net loss for the fourth quarter of fiscal 1996 (ended August 31,
1996). During fiscal 1997, the Company continued its heavy spending on media
advertising and trade and consumer promotional spending to build NORTHLAND brand
name equity, increase supermarket distribution and market share. During the
fourth quarter of fiscal 1997 (ended August 31, 1997), the Company spent
significant amounts on advertising, promotion and a national television ad
campaign to support the continued national rollout of the NORTHLAND brand 100%
juice cranberry blends. These promotional expenses were the principal factor in
the Company's net loss for the fourth quarter of fiscal 1997. The Company plans
to continue its aggressive marketing and promotional campaign in support of
building a long-term strong presence in the branded juice market and intends to
use a portion of the net proceeds of this offering to further accelerate the
growth and expansion of the Company's NORTHLAND brand 100% juice blends. The
Company's levels of promotional spending during future quarterly periods may
vary, and may vary materially, based on then current market and competitive
conditions and Company-specific factors. These variable levels of promotional
spending may cause the Company's quarterly results to fluctuate.

The Company also anticipates that its quarterly results of operations in the
first and/or second quarter of each fiscal year may be adversely affected by the
Company's use in the manufacturing of its products during such periods of higher
cost cranberries purchased from third-party growers rather than lower cost
internally grown fruit.

The following table contains unaudited selected historical quarterly
information, which includes adjustments, consisting only of normal recurring
adjustments, that the Company considers necessary for a fair presentation:

FISCAL QUARTERS ENDED
(in thousands, except per share data)
<TABLE>
<CAPTION>
FISCAL 1998 FISCAL 1997 FISCAL 1996
------------------------ -------------------------------------------------- -----------
FEB. 28, NOV. 30, AUG. 31, MAY 31, FEB. 28, NOV. 30, AUG. 31,
1998 1997 1997 1997 1997 1996 1996
----------- ----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues...................... $ 30,296 $ 18,431 $ 12,565 $ 10,377 $ 13,513 $ 10,920 $ 5,246
Cost of sales................. 17,203 8,814 6,937 5,060 6,498 4,675 2,554
----------- ----------- ----------- ----------- ----------- ----------- -----------
Gross profit.................. 13,093 9,617 5,628 5,317 7,015 6,245 2,692
Costs and expenses:
Selling, general and
administrative............ 10,971 8,004 5,953 3,676 3,369 2,965 3,124
Interest.................... 1,910 1,432 1,337 1,247 1,115 795 659
----------- ----------- ----------- ----------- ----------- ----------- -----------
Total costs and expenses...... 12,881 9,436 7,290 4,923 4,984 3,760 3,783
Income (loss) before income
taxes....................... 212 181 (1,662) 394 2,531 2,485 (1,091)
----------- ----------- ----------- ----------- ----------- ----------- -----------
Net income (loss)............. $ 115 $ 102 $ (1,021) $ 225 $ 1,526 $ 1,502 $ (669)
----------- ----------- ----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- ----------- ----------- -----------
Net income per share--basic:
Weighted average shares
outstanding............... 13,859 13,856 13,854 13,809 13,760 13,523 13,357
Net income (loss) per
share..................... $ 0.01 $ 0.01 $ (0.07) $ 0.02 $ 0.11 $ 0.11 $ (0.05)
Net income per share--diluted:
Weighted average shares
outstanding............... 14,288 14,358 14,350 14,282 14,402 14,196 13,994
Net income (loss) per
share..................... $ 0.01 $ 0.01 $ (0.07) $ 0.02 $ 0.11 $ 0.11 $ (0.05)
Cash dividends per share:
Per Class A share........... $ 0.040 $ 0.040 $ 0.040 $ 0.040 $ 0.040 $ 0.040 $ 0.040
Per Class B share........... 0.036 0.036 0.036 0.036 0.036 0.036 0.036

MAY 31, FEB. 29, NOV. 30,
1996 1996 1995
----------- ----------- -----------
<S> <C> <C> <C>
Revenues...................... $ 6,675 $ 3,984 $ 21,703
Cost of sales................. 2,772 1,901 9,290
----------- ----------- -----------
Gross profit.................. 3,903 2,083 12,413
Costs and expenses:
Selling, general and
administrative............ 1,808 1,107 981
Interest.................... 660 722 616
----------- ----------- -----------
Total costs and expenses...... 2,468 1,829 1,597
Income (loss) before income
taxes....................... 1,435 254 10,816
----------- ----------- -----------
Net income (loss)............. $ 855 $ 149 $ 6,570
----------- ----------- -----------
----------- ----------- -----------
Net income per share--basic:
Weighted average shares
outstanding............... 13,334 13,295 13,257
Net income (loss) per
share..................... $ 0.06 $ 0.01 $ 0.50
Net income per share--diluted:
Weighted average shares
outstanding............... 13,792 13,677 13,582
Net income (loss) per
share..................... $ 0.06 $ 0.01 $ 0.48
Cash dividends per share:
Per Class A share........... $ 0.035 $ 0.035 $ 0.035
Per Class B share........... 0.032 0.032 0.032
</TABLE>

27
<PAGE>
BUSINESS

GENERAL

Northland is a rapidly-growing, vertically-integrated grower, purchaser,
processor and marketer of cranberries and value-added branded and private label
cranberry products. The Company processes, markets and sells NORTHLAND brand
100% juice cranberry blends, private label cranberry juice, NORTHLAND brand
fresh cranberries and other cranberry products through retail supermarkets and,
to a lesser extent, certain other distribution channels. Northland also sells
cranberry juice concentrate to industrial customers who manufacture
cranberry-based products. With 25 cranberry producing marshes owned or operated,
Northland is also the world's largest cranberry grower. The Company's NORTHLAND
brand juice product line consists of eight flavors, including traditional
cranberry, cranberry apple, cranberry raspberry, cranberry grape, cranberry
peach, cranberry cherry, cranberry blackberry and cranberry strawberry.
NORTHLAND branded juice is available nationwide principally in 64-ounce plastic
bottles. In addition, the Company is currently introducing its NORTHLAND brand
100% juice products nationally in 46-ounce plastic bottles to new and existing
supermarket customers and in gallon-size plastic bottles as well as 16-ounce
plastic bottle multi-packs to warehouse clubs.

First introduced in fiscal 1996, NORTHLAND brand 100% juice cranberry blends
successfully achieved national distribution by the summer of 1997 and is the
fastest growing branded cranberry juice product line known to the Company in
nationwide supermarket distribution. As of March 29, 1998, Northland's blended
cranberry juice products were available in all 50 states and in approximately
23,000 supermarkets representing approximately 76% of the ACV nationwide. For
the 12-week period ended March 29, 1998, the market share of NORTHLAND brand
100% juice product lines increased to 14.2% compared to 3.2% for the 12-week
period ended March 30, 1997. Based on preliminary estimates from IRI, due to its
scheduled reduction of advertising and trade promotional activities during April
1998, the Company believes its market share data for the 12-week period ended
April 26, 1998 was lower than it was for the 12-week period ended March 29,
1998. Active promotional activities by the Company are scheduled to resume for
May 1998. Additionally, based on such preliminary estimates, the Company
believes its ACV percentage increased for the 12-week period ended April 26,
1998, but that its sales per percentage distribution point decreased because of
the Company securing certain new large supermarket customer accounts late in the
reporting period. The Company's aggressive introduction and successful
development of its NORTHLAND brand 100% juice cranberry blends product line has
resulted in significant recent revenue growth, with the Company's revenues
increasing by 99% to $48.7 million for the six-month period ended February 28,
1998 from $24.4 million for the first six months of fiscal 1997. See
"Management's Discussion and Analysis of Results of Operations and Financial
Condition--Results of Operations."

The following graphs show (i) the increasing market share of the Company's
NORTHLAND brand 100% juice cranberry blends since their introduction in the fall
of 1996 through March 29, 1998; (ii) the increasing ACV in which NORTHLAND juice
is being distributed nationwide, as well as the dollar sales per percentage
point of supermarket distribution of the Company's NORTHLAND brand 100% juice
cranberry blends over the indicated periods; and (iii) the comparative
percentage market share of the Company's NORTHLAND brand 100% juice cranberry
blends compared to the competition in all sizes and in the 64-ounce bottle size
only (which is the only bottle size the Company currently has generally
available in national distribution):

28
<PAGE>
[GRAPHICS - The first graph is a bar graph depicting the Company's market
share in the United States supermarket bottled shelf-stable cranberry beverage
market for various 12 week periods from late 1996 to the present. The "y" axis
shows percentages from 1% to 15%, while the "x" axis shows dates (in four-week
increments) from October 6, 1996 through March 29, 1998. The following lists the
data points comprising each bar in the graph:

<TABLE>
<CAPTION>
DATE MARKET SHARE
- ------------------------------------------------------------------------------- -------------
<S> <C>
10/6/96 1.0%
11/3/96 1.0%
12/1/96 1.5%
12/29/96 2.0%
1/26/97 2.4%
3/2/97 2.8%
3/30/97 3.2%
4/27/97 3.4%
5/25/97 3.4%
6/22/97 3.6%
7/20/97 4.4%
8/17/97 5.2%
9/14/97 5.8%
10/12/97 6.5%
11/9/97 7.7%
12/7/97 8.6%
1/4/98 9.2%
2/1/98 10.6%
3/1/98 12.7%
3/29/98 14.2%
</TABLE>

The second graph depicts both the percentage ACV of Northland brand 100%
juice products and its sales per percentage point of supermarket distribution.
The graph is a line graph superimposed over a bar graph. The line graph
corresponds to a "y" axis on the left side of the graph and represents sales per
percentage point of supermarket distribution. The bar graph corresponds to a "y"
axis on the right side of the graph and represents percentage ACV. The "x" axis
lists various dates from April 21, 1996 through March 29, 1998 in four-week
increments. The data points for each graph are as follows:

NORTHLAND'S COMPARATIVE MARKET SHARE

<TABLE>
<CAPTION>
SALES PER % ACV
DATE POINT PERCENTAGE
- ---------------------------------------------------------------- ---------------- -----------
<S> <C> <C>
4/21/96 $ 43,595 4.2%
5/19/96 36,835 6.8
6/16/96 33,546 8.2
7/14/96 36,016 8.9
8/11/96 42,836 11.1
9/8/96 37,987 12.5
10/6/96 32,020 14.7
11/3/96 32,503 18.4
12/1/96 59,437 23.7
12/29/96 51,287 27.9
1/26/97 52,053 31.6
3/2/97 57,173 35.5
3/30/97 53,989 37.0
4/27/97 45,302 40.0
5/25/97 46,167 42.4
6/22/97 43,728 46.0
7/20/97 58,952 53.6
8/17/97 50,327 57.3
9/14/97 49,794 59.5
10/12/97 69,890 61.2
11/9/97 78,197 64.7
12/7/97 77,475 67.9
1/4/98 86,381 71.7
2/1/98 111,896 72.5
3/1/98 116,040 73.5
3/29/98 110,957 75.5
</TABLE>

The third graph consists of two separate pie graphs; one depicts market
share percentages of various competitors in the United States supermarket
bottled shelf-stable cranberry beverages market including all bottle sizes,
while the second depicts the same information with respect to 64-ounce bottle
size alone. The data points for each pie graph are as follows:

<TABLE>
<S> <C>
ALL SIZES
NORTHLAND 14.2%
PRIVATE LABEL 18.3%
OTHER 4.8%
APPLE & EVE 3.4%
LANGERS 2.7%
OCEAN SPRAY 56.6%
64-oz ONLY
NORTHLAND 23.6%
PRIVATE LABEL 21.6%
LANGERS 2.7%
APPLE & EVE 2.9%
OTHER 1.8%
OCEAN SPRAY 47.4%]
</TABLE>

29
<PAGE>
STRATEGIC MINOT ACQUISITION

On May 20, 1998, Northland entered into a definitive agreement pursuant to
which a newly-created subsidiary will purchase substantially all of the assets,
and assume certain liabilities, of Minot for $35.6 million in cash and $2.0
million in unregistered Class A Common Stock. Minot, located in Bridgeton, New
Jersey (60 miles southeast of Philadelphia, Pennsylvania), produces, markets,
sells and distributes primarily cranberry-based private label products,
including sauces and a wide variety of non-cranberry based private label juice
products. Minot's customers are located mostly in the eastern United States, but
Minot also sells to national accounts. Minot also manufactures and sells its own
MINOT branded juice products. For its fiscal year ended June 30, 1997, Minot
reported sales of $41.4 million.

The closing of the Minot Acquisition is subject to certain limited
conditions, including (i) the Company obtaining financing for the cash portion
of the purchase price; (ii) the absence of certain pending or threatened
litigation; (iii) the expiration or early termination of all waiting periods
under the Hart-Scott-Rodino Antitrust Improvements Act; (iv) the receipt of
certain required consents and approvals; (v) the purchase by Minot for resale to
the Company's subsidiary of a certain freezer owned by an affiliated person; and
(vi) certain other customary conditions. The Company has agreed to use its
commercially reasonable best efforts to effect this offering or obtain
alternative equity or debt financing on or before September 30, 1998 (or on or
before December 31, 1998, at Minot's option) in order to fund the cash portion
of the purchase price of the Minot Acquisition. See "Risk Factors--Risks
Relating to the Minot Acquisition." As part of the Minot Acquisition, a
three-year employment agreement will be entered into between Northland's
subsidiary and the sole owner of Minot, Michael A. Morello. Mr. Morello will be
employed as the President of Northland's subsidiary with principal
responsibility for directing the marketing and sale of Northland's private label
products after the closing. See "Use of Proceeds."

The Company believes the Minot Acquisition will further its MARSH TO MARKET
strategy by providing Northland with the opportunity to significantly expand its
current limited presence in the private label juice market. The Company
anticipates that the Minot Acquisition will provide well-established private
label customer relationships, a juice manufacturing facility, an extensive
private label distribution network and significant private label management
experience and expertise. The Company also believes the Minot Acquisition will
allow it to increase branded product sales through product line expansion and
diversification. The Company believes the Minot Acquisition will allow Northland
to offer category management opportunities to supermarkets and other retailers
through the sale of combined branded and private label packages, including a
broad variety of non-cranberry private label juice products, as well as
cranberry sauce and other products. See "Risk Factors--Risks Relating to the
Minot Acquisition."

The Company plans to realize substantial operating and distribution cost
savings and other synergies from the Minot Acquisition, particularly by
substantially reducing the inventory cost of Minot's supply of cranberries by
utilizing Northland's lower-cost internally grown supply of cranberries in the
manufacture of Minot's cranberry products. The Company also believes it can
realize cost savings and other synergies by reducing its reliance on third party
bottlers and co-packers by manufacturing some of its own products at Minot's
juice manufacturing and bottling facility. See "Risk Factors--Risks Relating to
the Minot Acquisition." In addition, the Company believes that the facilities
acquired in the Minot Acquisition will allow it to (i) reduce transportation
costs by shipping cranberries grown on its Massachusetts properties to Minot's
facilities (instead of Northland's facilities in Wisconsin) for pressing and
concentrating; (ii) reduce distribution costs and lead-times to customers
located in the eastern United States; and (iii) provide additional dry and cold
storage for Northland's cranberry inventory. See "Business--Properties."

30
<PAGE>
OPERATING STRATEGIES

- ADDING VALUE TO ITS CRANBERRIES. After raw cranberries are harvested by
Northland during the fall of each year, each barrel's profitability to
Northland depends on the extent of value-added actions it undertakes in
order to process its raw cranberries into a final product for resale.
Northland's value-added efforts direct its raw cranberry supply into a
product mix which can best maximize Northland's per barrel profit
potential based on customer demand and subject to industry and other
market conditions. Northland has the following different principal product
options into which it can process its raw cranberries, listed below in
order of relative return per barrel potential:

-- BRANDED JUICE--processing, pressing and either concentrating or
formulating its raw cranberries into a pre-mixed juice blend for
bottling and sale principally to supermarket chains as NORTHLAND brand
100% juice cranberry blends;

-- PRIVATE LABEL JUICE--processing, pressing and either concentrating or
formulating its raw cranberries into single-strength juice for
bottling and sale to supermarket chains and other retail sellers as
private label cranberry juice products;

-- FRESH CRANBERRIES--using specialized harvesting and processing methods
to package its raw cranberries as NORTHLAND brand seasonal fresh
cranberries in 12-ounce polyurethane bags for sale to wholesale
produce distributors, food brokers and supermarket chains for
Thanksgiving and Christmas consumption; or

-- CONCENTRATE AND OTHER INDUSTRIAL PRODUCTS--processing, pressing and
concentrating its raw cranberries into cranberry juice concentrate or
frozen whole or sliced cranberries for sale to industrial and
foodservice accounts.

The Company has focused its operating strategy in the areas of branded and
private label juice in order to best maximize the Company's per barrel
profit potential.

- ADDING VALUE TO THE SUPERMARKET RETAILER. The Company markets its
NORTHLAND brand 100% juice line as a premium product which adds value for
the benefit of the supermarket retailer from the standpoints of product
differentiation, increased category trade spending, increased product
competition and increased profitability. In marketing its branded juice to
supermarket retailers, Northland emphasizes the potential for retailers to
realize higher gross margins (principally due to Northland's premium
price), as well as faster inventory turns (principally resulting from
Northland's advertising, couponing and trade promotional support
programs), in both cases compared to other competing cranberry drink and
cocktail products.

- ADDING VALUE TO THE INDIVIDUAL CONSUMER. Northland believes it has been
able to gain market share by offering individual consumers a high quality,
great tasting, healthy and differentiated branded juice product.
NORTHLAND'S 100% juice cranberry blends compete against other cranberry
juice and drink products, most of which are made up of much less than 100%
juice. For example, Ocean Spray's traditional cranberry cocktail contains
only 27% juice, and otherwise contains high fructose corn syrup and water.
Like the historically offered products of Ocean Spray, most other
competitors' cranberry drinks or cocktails also use sugar or high fructose
corn syrup additives as sweeteners and water as fillers. As a result of
its 100% juice content and relatively small additional cost compared to
competitive cranberry drink and cocktail products which do not contain
100% juice, the Company believes individual consumers perceive greater
value in purchasing NORTHLAND brand 100% juice blends.

31
<PAGE>
GROWTH STRATEGIES

- ACCELERATING THE GROWTH OF NORTHLAND BRAND JUICES. The Company believes
there are a number of opportunities to accelerate the sales growth of
NORTHLAND brand 100% juice products by:

-- INCREASING SALES TO ITS EXISTING CUSTOMER BASE--Northland plans to use
a portion of the net proceeds of this offering to further increase its
marketing expenditures, and in particular its national television
advertising campaign, to further increase its same store sales and
market share. Because Northland's products have now achieved
relatively broad nationwide supermarket presence, the Company believes
it is in a better position to focus more of its marketing efforts on
promoting NORTHLAND brand name recognition and building long-term
brand equity, further increasing same store sales, as well as
increasing the number of bottle sizes offered on supermarket shelves.
The Company believes that the recent announcement by Ocean Spray of
its planned introduction of a product line of 100% juice cranberry
blends into nationwide distribution in direct competition with
NORTHLAND brand juice may create additional competitive growth
opportunities for the Company and may contribute to further growth of
the 100% juice cranberry blends category to the detriment of the
cranberry drinks and cocktails of Ocean Spray and other competitors.

-- INCREASING SALES TO NEW CUSTOMERS AND THROUGH NEW DISTRIBUTION
CHANNELS--As of March 29, 1998, according to IRI data, the Company had
achieved distribution in supermarkets representing approximately 76%
ACV. The Company intends to continue aggressively expanding the number
of supermarkets nationwide in which its juice products are sold. The
Company also believes the Minot Acquisition will create new
opportunities for selling Northland products to Minot's customers and
Minot products to Northland's customers. The Company is also pursuing
increased distribution of its products to mass merchandisers, drug and
discount stores and foodservice accounts and is developing an entry
strategy into convenience stores.

-- INTRODUCING NEW BOTTLE SIZES AND PRODUCTS--To further increase shelf
space, improve shelf position and enhance overall category market
share, Northland has begun to introduce new bottle sizes, including a
46-ounce plastic bottle in retail supermarkets (which includes the
Company's newest flavor, cranberry blackberry), and a gallon plastic
bottle size and 16-ounce plastic bottle multi-packs in warehouse
clubs.

- EXPANDING PRESENCE IN THE PRIVATE LABEL MARKET. As a result of the Minot
Acquisition, Northland believes that it can significantly expand its
private label juice sales by combining its attributes as the world's
largest cranberry grower and its resulting low cranberry cost
efficiencies, together with Minot's well-established private label
customer relationships, self-contained manufacturing facility, excellent
reputation, broad private label distribution network and expertise in
private label fruit juice processing, bottling and marketing. As a result
of its expanded product line and enhanced presence in the private label
juice and cranberries product market expected to result from the Minot
Acquisition, Northland believes it can offer category management
opportunities to supermarkets and other retailers and increase its shelf
space and overall category market share by introducing and promoting the
sale of combined branded and private label product packages, including a
broad variety of non-cranberry private label juice products, as well as
cranberry sauce and other products.

32
<PAGE>
expand the breadth and variety of the Company's product offerings and/or
provide synergies and cost efficiency opportunities to the Company's
operations. The Company also intends to continue exploring additional
potential acquisitions of other cranberry growing properties. See
"Business-- Cranberry Supply; Increasing Internal Supply through Marsh
Acquisitions." The Company frequently engages in discussions and
negotiations with potential acquisition candidates; however, other than
with respect to the Minot Acquisition, as of the date of this Prospectus,
the Company has not entered into any definitive agreement to acquire any
such potential candidates. See "Risk Factors--Availability and Integration
of Potential Future Acquisitions."

The Company believes it has established a national infrastructure of juice
manufacturing and food and beverage broker relationships sufficient to allow it
to service all major national customer accounts and support substantial sales
gains. The Company also believes that it has established an experienced and
effective sales and marketing team of 17 individuals to direct and achieve
further branded juice sales increases, led by Chairman and Chief Executive
Officer, John Swendrowski, and President and Chief Operating Officer, Jerold
Kaminski. Mr. Kaminski joined Northland in June 1997 after an 18-year career at
General Mills Corporation in various branded food products divisions. Mr.
Kaminski most recently served General Mills as a Corporate Vice President and
Vice President-Marketing and Sales for General Mills' Gold Medal Division, where
he directed marketing and sales of such well-known consumer products as Betty
Crocker desserts, Bisquick products and Gold Medal flour. The Company also
believes that its employment of the sole shareholder of Minot, Michael A.
Morello, after consummation of the Minot Acquisition, to direct the marketing
and sale of the Company's private label products will substantially improve the
Company's ability to successfully compete in this market. See
"Management--Directors and Officers."

INDUSTRY OVERVIEW

Based on available industry data, the fruit beverage industry exceeded $13.0
billion in sales in 1997. The fruit beverage industry is generally divided into
fruit juice (made from 100% juice) and fruit drinks and cocktails (made from
less than 100% juice, mixed with other dilutive ingredients). Cranberry beverage
products, including Ocean Spray's, are typically categorized as fruit drinks and
cocktails.

The supermarket bottled shelf-stable fruit beverage market was approximately
$2.6 billion in sales in 1997 according to IRI data and other industry
estimates, with bottled shelf-stable cranberry beverage supermarket sales of
approximately $728 million.

As illustrated in the table below, based on IRI data, for the 52-week period
ended December 7, 1997, cranberry juice and drink sales led the bottled
shelf-stable fruit beverage market for supermarket sales with a 28% market
share:

<TABLE>
<CAPTION>
MARKET SHARE OF
JUICE CATEGORY SUPERMARKET SALES
- --------------------------------------------------------- 1997 ---------------------
SUPERMARKET SALES
-----------------
(MILLIONS)
<S> <C> <C>
Cranberry................................................ $ 728 28%
Fruit drinks............................................. 506 19
Apple.................................................... 452 17
Grapefruit............................................... 212 8
Grape.................................................... 154 6
Vegetable/tomato......................................... 123 5
Fruit juice blends....................................... 109 4
Prune.................................................... 79 3
Other juice drinks and cocktails......................... 279 10
------ ---
Total market........................................... $ 2,642 100%
------ ---
------ ---
</TABLE>

Cranberry beverages are typically sold as shelf-stable cranberry juice
cocktail, shelf-stable cranberry blended fruit drinks (cranberries blended with
one or more combinations of fruits, including apples,

33
<PAGE>
raspberries, strawberries, cherries and grapes), frozen concentrate,
shelf-stable concentrate and refrigerated juices and drinks. Within the consumer
retail cranberry products market, the industry can be divided between branded
products, which principally include Ocean Spray as well as the Company's
NORTHLAND brand, and the private label products of supermarket chains and mass
merchandisers. Private label products are sold by the manufacturer directly to
supermarket wholesalers and retailers who then market the products under their
own store labels.

Based on IRI data, for the 52-week period ended March 29, 1998, dollar sales
of the bottled shelf-stable cranberry beverage segment increased by 2.7% over
the prior 52-week period, although dollar sales data for the last 12-week period
reflected a decrease in dollar sales over the prior year's comparable 12-week
period. The Company believes that, based on IRI data, this increase in product
category growth over such 52-week period was largely driven by the 120.8% growth
in the dollar sales of bottled shelf-stable 100% juice cranberry beverage
segment for such 52-week period over the prior year. In contrast, dollar sales
of bottled shelf-stable cranberry drinks and cocktails (I.E., beverages
containing less than 100% juice) for the 52-week period ended March 29, 1998
declined by 4.8% from the prior year's period. The Company believes this data
supports the Company's belief that NORTHLAND 100% juice cranberry blends are
stimulating overall category growth in the bottled shelf-stable cranberry
beverage segment.

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
CATEGORY GROWTH

<S> <C>
Cranberry Drinks and Cocktails -4.80%
100% Juice Cranberry Blends 120.8%
All Shelf Stable Cranberry
Beverages +2.7%
Source IHI, 52 weeks ended 3/29/98
</TABLE>

PRODUCTS

GENERAL

The Company's current product line includes NORTHLAND brand 100% juice
cranberry blends, private label cranberry products, NORTHLAND brand fresh
cranberries, cranberry concentrate, and other cranberry products.

NORTHLAND BRAND 100% JUICE CRANBERRY BLENDS

In October 1995, the Company introduced its NORTHLAND brand 100% juice
cranberry blends into selected Midwestern markets. The new product line was the
result of two years of product development and consumer testing. Beginning the
roll-out in Wisconsin and then expanding into other Midwestern states, NORTHLAND
brand 100% juice cranberry blends achieved full national distribution in fiscal
1997 and, as of March 29, 1998, NORTHLAND 100% juice cranberry blends were
available in all 50 states and in approximately 23,000 supermarkets representing
approximately 76% ACV.

34
<PAGE>
The Company currently offers eight flavors of NORTHLAND brand 100% juice,
including traditional cranberry, cranberry blackberry, cranberry cherry,
cranberry grape, cranberry apple, cranberry peach, cranberry raspberry and
cranberry strawberry. Through March 29, 1998, an average of 4.5 flavors were in
distribution in 64-ounce plastic bottles on the shelves at supermarkets
nationwide. The Company intends to increase the average number of juice flavors
available on supermarket shelves. See "Business--Growth Strategies."

Only one bottle size, 64-ounce, of NORTHLAND brand 100% juice has been
generally available in national distribution. However, Northland has recently
begun to introduce new bottle sizes, including a 46-ounce plastic bottle in
retail supermarkets (which includes the Company's newest flavor, cranberry
blackberry), and the gallon plastic bottle size and 16-ounce plastic bottle
multi-packs in warehouse clubs. The Company is also developing an entry strategy
to introduce 16-ounce plastic single-serve sizes into convenience stores. The
Company is developing for future introduction additional bottle sizes and
combinations.

PRIVATE LABEL JUICE

The Company believes that the sale of private label cranberry beverages,
often produced to be a national brand match and appearing on shelves as a
particular store brand, offers Northland the opportunity to complement and
enhance its branded juice business. Unlike the Company's NORTHLAND brand juices,
the Company's private label cranberry drinks are not 100% juice products. The
Company's private label cranberry drinks contain substantially the same
percentage of cranberry juice as many other competitive private label cranberry
drink lines. Following the Minot Acquisition, the Company anticipates being able
to offer additional private label products currently offered by Minot, including
private label jellied and whole cranberry sauce, cranberry juice cocktail,
cranberry juice blends, fruit juice products (including apple, orange,
pineapple, grape, grapefruit and lemon juice), sports drinks and ready-to-drink
teas.

FRESH CRANBERRIES

The Company began packaging and selling fresh cranberries in 12-ounce
polyurethane bags under its NORTHLAND brand name in the fall of 1993 as its
initial step towards directly selling its own value-added branded cranberry
products to retail consumers. Northland intends to continue this value-added
aspect of its business, although as a percent of the Company's total revenues,
sales of fresh cranberries are expected to substantially decrease as a result of
anticipated increases in branded product sales and its anticipated expanded
presence in the private label market as a result of consummating the pending
Minot Acquisition. See "Management's Discussion and Analysis of Results of
Operations and Financial Condition."

CRANBERRY CONCENTRATE AND OTHER INDUSTRIAL PRODUCTS

The Company produces and sells cranberry concentrate and, to a lesser
extent, single-strength cranberry juice and frozen whole and sliced cranberries,
to industrial customers such as food processors and foodservice companies.

MARKETING AND SALES

NORTHLAND 100% JUICE CRANBERRY BLENDS

To date, the Company's NORTHLAND brand 100% juice cranberry blends have
principally been sold nationally only in supermarkets, which is the single
largest channel for sales of fruit beverages; however, the Company has been
pursuing distribution of its NORTHLAND brand juice product line in
non-supermarket channels, including warehouse club stores, mass merchandisers,
drug stores, convenience stores, superstores and others.

35
<PAGE>
The Company's marketing strategy and focus for its NORTHLAND 100% juice
cranberry blend product line is to highlight the differences in quality, flavor
and nutritional content between NORTHLAND brand 100% juice cranberry blends and
the competing products of Ocean Spray and others containing lesser juice
content. A principal focus of the Company's branded product marketing campaign
has been increasing consumer awareness of NORTHLAND brand 100% juice content
compared to the substantially lower juice content of the non-100% juice drinks
and cocktails of competitive products. The Company believes that its national
television advertising campaign has been successful in better clarifying the
difference between the Company's 100% juice products and the non-100% juice
drinks and cocktails of Ocean Spray and other competitors.

To implement its marketing strategy, in fiscal 1997, the Company developed
and coordinated media advertising plans, consumer and sales promotion programs,
market research and public relations for the NORTHLAND 100% juice cranberry
blend product line. The Company expanded its regional television campaign, which
began in early fiscal 1997, by developing a national television advertising
campaign in connection with the national rollout of its branded juice product
line. During the first half of fiscal 1998, the Company continued to
aggressively promote its branded juice product line through increased television
advertising and by continuing its trade and price promotion plan, consisting of
seasonal merchandising to increase in-store visibility of Northland's products
and a coupon plan to provide strong trial incentives to first-time buyers and
repurchase incentives to established users, as well as to help increase
awareness of the NORTHLAND name and reinforce the Company's 100% juice message.
The Company also believes that its coupons help demonstrate to the retail
community a commitment to NORTHLAND brand and help ensure that retail shelf
movement meets customers' sales benchmarks. For the individual consumer, the
Company believes that its coupons often make Northland's premium price products
substantially equal in net price to competitive products and can serve as an
incentive to prompt purchase. The Company also provides periodic promotional
allowances to retailers and wholesalers. These programs are scheduled so as not
to compete with media and coupon activity to provide continual support for the
NORTHLAND brand and spread both fixed and variable costs across the greatest
amount of product sold. The Company also has a long-term licensing agreement
with the Ladies Professional Golf Association which provides that NORTHLAND
brand 100% juice cranberry blends are the official juice of the LPGA.

At the beginning of fiscal 1998, Northland anticipated spending
approximately $24.0 million on advertising, promotion and slotting expenses in
support of its brand in fiscal 1998, compared to $9.0 million in fiscal 1997.
The Company spent $13.0 million on promoting its brand during the first half of
fiscal 1998 and intends to use a portion of the net proceeds of this offering to
further increase its marketing expenditures, and in particular its national
television advertising campaign, to continue raising consumer awareness of the
NORTHLAND brand name and more clearly differentiating its NORTHLAND 100% juice
cranberry blend line of products from its competition.

On June 9, 1997, the Company hired Jerold D. Kaminski to serve as the
Company's President and Chief Operating Officer, with principal responsibilities
for the continued implementation of the Company's MARSH TO MARKET strategy, and
with particular emphasis on directing and implementing marketing and sales
strategies for the NORTHLAND brand. Mr. Kaminski has extensive management
experience in the food industry (and in particular with the marketing and sale
of branded grocery products). Mr. Kaminski joined Northland after an 18-year
career at General Mills Corporation in various branded food products divisions,
most recently as a Corporate Vice President and Vice President-Marketing and
Sales for General Mills' Gold Medal Division. At General Mills, Mr. Kaminski
supervised the marketing of such well known consumer products as Betty Crocker
desserts, Bisquick products and Gold Medal flour. Prior to that, Mr. Kaminski
served as the Director of Marketing for General Mills' Food Service Division.
See "Management--Directors and Officers."

The Company employs a Director of Marketing (with over 20 years of marketing
experience in the food and consumer products industries), a marketing
coordinator and support staff personnel to oversee

36
<PAGE>
marketing of the Company's branded juice product line. The Company also
internally staffs a creative services department to assist in marketing and
promotional efforts. See "Business--Employees."

The Company's branded juice sales are coordinated by a Director of Sales and
a National Sales Manager-Branded Products (who together have over 35 years of
sales experience in the food and consumer products industries), as well as six
regional sales managers, each with over 15 years of sales experience. The
Company's sales staff has extensive sales experience working for companies such
as Campbell Soup Co., Nabisco Holdings Corp. and Veryfine Products, Inc. The
Company's sales staff directs distribution and sale of its branded juice
products through a network of approximately 60 independent food brokers with
market coverage in all 50 states.

PRIVATE LABEL CRANBERRY JUICE AND OTHER PRIVATE LABEL PRODUCTS

In addition to the national rollout of the Company's branded juice produce
line, an important element of its MARSH TO MARKET strategy has been the
development of private label cranberry and non-cranberry juice drink products
for sale to supermarket chains, mass merchandisers, warehouse clubs and other
retailers. The Company believes the expanded distribution and sale of private
label products will allow it to further leverage its core growing,
manufacturing, marketing and sales capabilities. In addition, the Company
believes that a greater presence in the market for private label products would
improve its operational efficiencies and increase the Company's presence and
importance to retailers in all channels of distribution. Northland has
identified and targeted high profile retail customers and is aggressively
pursuing these customer prospects; however, the Company has experienced intense
price competition in the private label market and has to date been unable to
overcome the well-established supply relationships that competitors maintain
with many key customer accounts and the slow customer approval process for new
suppliers. In fiscal 1997, Northland secured its first customer commitment for
private label cranberry juice products from a supermarket chain operating in a
multi-state area of the Midwest. The Company believes that it can significantly
expand its private label business through the Minot Acquisition. The Company
believes it will be able to realize substantial private label sales by
increasing Minot's business with its existing private label customer base and
through the addition of new private label customers.

Minot has been in the business of manufacturing and marketing primarily
cranberry-based private label products since 1923. Minot has long-standing
relationships with a base of nationally recognized private label retailers, most
of which are located in the eastern United States. As an approved supplier to
these customers, Minot generally is one of several approved suppliers who
actively seek a share of these customers' business for private label drink and
sauce products. An approved supplier's share of a customer's business is most
often determined by submitting the most attractive pricing. It is the Company's
belief that Minot can quickly and significantly increase its share of business
with current customers through more attractive pricing resulting from the lower
cost supply of Northland's internally-grown cranberries as opposed to the higher
price Minot currently pays for the cranberries it purchases from other growers.
The Company also believes Minot's more attractive pricing, excellent reputation
in the private label business, self-contained manufacturing capabilities (in
conjunction with the Company's existing co-packer network), and private label
marketing and sales expertise will significantly increase the likelihood of
attracting new private label customers.

After consummation of the Minot Acquisition, Michael A. Morello will be
employed as President of the Company's newly-established private label
subsidiary which is purchasing Minot's assets. Mr. Morello will be responsible
for directing the marketing and sales of Northland's private label products
nationally. See "Business--Strategic Minot Acquisition."

NORTHLAND BRAND FRESH CRANBERRIES

The Company markets NORTHLAND brand fresh cranberries to retail and
wholesale customers during the months of October through December of each year,
selling direct or via commissioned wholesale produce

37
<PAGE>
distributors and food brokers. Based on IRI data, fresh cranberries is a $28
million category in United States supermarkets. Over the past three years, the
NORTHLAND brand has averaged an approximate 18% market share of the supermarket
fresh cranberries market.

CRANBERRY CONCENTRATE AND OTHER INDUSTRIAL PRODUCTS

The Company sells cranberry concentrate, single-strength cranberry juice and
frozen whole and sliced cranberries to industrial customers, such as food
processors and foodservice companies. Cranberry concentrate is currently
Northland's principal industrial product in terms of sales volume. The Company's
industrial customer base includes several major food processing firms. Sales of
these industrial cranberry products are subject to the market availability of
raw cranberries and are very price competitive. The Company believes that its
position as the world's largest cranberry grower and its ability to internally
process and concentrate its own supply of raw cranberries allows it to offer a
reliable long-term supply of high quality, competitively priced cranberry
products to its industrial customers.

In fiscal 1996, the Company entered into an agreement with Rudolph Wild GmbH
& Co. ("Wild") to supply Wild with cranberry concentrate for Wild's production
of fruit juice and other beverages for distribution exclusively in international
markets. Wild is one of Europe's largest suppliers of natural ingredients for
the production of soft drinks and other fruit beverages. The Company has a
commitment to sell cranberry concentrate to Wild over the next two fiscal years.

CRANBERRY SAUCE

Consummation of the Minot Acquisition will allow the Company to enter the
market for cranberry sauce. Based on IRI data, United States supermarket sales
of cranberry sauce during 1997 exceeded $110 million, with additional volume
sold in other channels such as warehouse club stores and mass merchandisers.
Similar to fresh cranberries, cranberry sauce sales are predominantly made
during the latter part of each calendar year in association with Thanksgiving
and Christmas holiday consumption. According to IRI data, the cranberry sauce
business is currently dominated by Ocean Spray with approximately a 66% market
share, with private label sales comprising approximately 29% of the market
share. The Company also believes that after the Minot Acquisition there will be
an opportunity for it to market and sell NORTHLAND brand cranberry sauce to both
retailers and individual consumers as an alternate to Ocean Spray's branded
sauce line.

PROCESSING AND DISTRIBUTION

Another integral part of the Company's MARSH TO MARKET strategy is its
capability to internally process its harvested and purchased raw cranberries at
the Company's 150,000 square foot receiving station and fresh fruit packaging
facility in Wisconsin Rapids, Wisconsin. Raw cranberries harvested from the
Company's marshes or purchased from independent suppliers are brought to the
receiving station, which is capable of cleaning, drying and electronically color
sorting incoming fresh fruit. Raw cranberries which are to be sold as fresh
fruit during the Thanksgiving and Christmas holiday seasons are stored in a
temperature-controlled facility until they are hand-sorted, packaged and
distributed to food brokers, wholesalers or supermarkets for sale as NORTHLAND
brand fresh cranberries. Raw cranberries which are to be used to make other
consumer cranberry products are cleaned, sorted and stored in the Company's
65,000 square foot freezer facility until they are sent to the Company's 16,000
square foot juice pressing and concentrating facility, which was constructed in
fiscal 1996. Stored raw frozen cranberries can maintain their quality for
several years. The concentrating facility, which is capable of concentrating
juice from up to 400,000 barrels of raw cranberries annually and has significant
available space for expansion, processes raw cranberries into concentrate or
single-strength juice. The Company also produces a pre-mixed product formulation
(or "pre-mix") by formulating single-strength cranberry juice with other fruit
juices, which is then shipped to co-packers for bottling and packaging NORTHLAND
branded juice products. The Company believes its

38
<PAGE>
capability to internally process cranberries increases its ability to control
the distribution and sale of its branded juice products and other value-added
consumer and industrial cranberry products.

In addition to the Company's existing facilities, Northland will acquire in
the Minot Acquisition (i) a 93,000 square foot dry warehousing, receiving and
shipping facility; (ii) an 80,000 square foot processing plant; (iii) four cold
storage facilities, totaling approximately 60,000 square feet, which store
berries, concentrates and raw materials for production of cranberry sauce and
fruit juices; (iv) a 50,000 square foot manufacturing and bottling facility; and
(v) additional office space. These Minot facilities are expected to allow the
Company to (i) reduce transportation costs by shipping cranberries grown on its
Massachusetts properties to Minot's facilities for pressing and concentrating;
(ii) reduce distribution costs and lead-times to customers located in the
eastern United States; and (iii) provide additional dry and cold storage space
for inventory. See "Business--Strategic Minot Acquisition."

The Company maintains co-packing agreements with three food manufacturers,
including Seneca Foods Corporation and Sunsweet Growers, Inc., to formulate and
bottle its processed cranberry blends in six strategic locations nationwide:
Mountain Home, North Carolina; Dundee, New York; Jackson, Wisconsin; Prosser,
Washington; Yuba City, California; and Fort Gibson, Oklahoma. The Company
delivers pre-mix or concentrate to these co-packers, who then re-formulate,
bottle and package the Company's branded juice products for delivery. The
Company's transportation department contracts with independent carriers to
distribute the bottled products to various supermarkets and retail outlets. The
Company believes that utilizing strategically located co-packers helps lower its
freight and production costs, as well as allows for timely response to customer
demands.

CRANBERRY SUPPLY

GENERAL

The Company believes an important factor in its successful implementation of
its MARSH TO MARKET strategy is controlling a significant and reliable supply of
cranberries through its own growing efforts and purchasing raw cranberries from
other growers. Northland is the world's largest cranberry grower, with more
planted acres of cranberries owned or leased than any other grower. As of
February 28, 1998, Northland owned or operated approximately 2,548 planted acres
in Wisconsin and Massachusetts and owned or leased over an additional 20,000
acres of supporting marsh acreage. See "Business--Properties." The Company
utilizes its significant internally harvested supply of raw cranberries from its
owned and operated acres for a substantial majority of its fruit distribution
needs. Northland believes it has a competitive advantage over other independent
cranberry juice product processors and marketers since its position as the
world's largest single grower of cranberries gives it the capability to supply
itself internally with a significant and reliable, lower-cost source of raw
cranberries rather than having to rely on higher-cost third party suppliers. See
"Management's Discussion and Analysis of Results of Operations and Financial
Condition." The combination of existing environmental regulations which
currently restrict the development of wetlands and the long lead-time and
significant capital costs required to develop new marshes to full productivity
have restricted the planting of significant additional cranberry producing
acreage in the United States. See "Business--Regulation."

INTERNALLY GROWN AND PURCHASED SUPPLY

In the fall of 1997 (I.E., fiscal 1998), the Company harvested a record
417,000 barrels of raw cranberries from 2,243 harvested acres on 25 marshes.
This large harvest was due in part to the maturation of hybrid high-yield
cranberry vines which the Company planted in its internal expansion program in
prior years, combined with favorable weather and overall good growing conditions
throughout the cranberry crop producing regions. In the fall of 1996 (I.E.,
fiscal 1997), the Company harvested 293,000 barrels from 2,107 harvested acres
on 24 marshes.

39
<PAGE>
The Company also purchases raw cranberries from other growers to supplement
its own harvested crop. In fiscal 1998, Northland purchased approximately
104,000 barrels of raw cranberries from other independent growers, compared to
approximately 62,000 barrels in fiscal 1997. The Company has entered into
multi-year crop purchase contracts with 27 independent cranberry growers to
purchase all of the raw cranberries harvested from an aggregate of 1,557 planted
acres. These contracts extend through the fall 1998 harvest and terminate on
various dates thereafter, subject to renewal options. The Company expects the
quantity of raw cranberries purchased under its existing contracts to increase
over the next several years as the contracted marsh acreage matures and becomes
more productive. However, there can be no assurance that these existing
contracts will be renewed upon expiration.

The following table shows certain information regarding the Company's
cranberry marshes and production for the fiscal years indicated:

<TABLE>
<CAPTION>
FISCAL YEAR
--------------------------------------------------------------------
1998 1997 1996 1995 1994
(25 MARSHES) (25 MARSHES) (23 MARSHES) (21 MARSHES) (18 MARSHES)
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Total planted acres....................... 2,548 2,548 2,368 2,257 1,982
Total acres harvested..................... 2,243 2,107 1,935 1,813 1,519
Total barrels of production............... 417,000 293,000 287,000 254,000 192,000
</TABLE>

As a result of existing domestic regulatory constraints on the development
of wetlands, the Company does not anticipate planting significant additional
domestic acreage in the near future. The Company intends to continue attempting
to increase its internal supply principally through pursuing additional marsh
property acquisitions and entering into additional crop purchase agreements. See
"Business--Regulation."

INCREASING INTERNAL SUPPLY THROUGH MARSH ACQUISITIONS

Since its inception, Northland has pursued a business strategy of
aggressively increasing its internal cranberry supply through marsh
acquisitions. For the period from immediately prior to its initial public stock
offering in August 1987 through February 28, 1998, the Company has added,
through acquisitions or leases, a total of 20 marsh properties. During this
period, total planted acreage has increased 656%, from 337 acres to 2,548 acres,
through acquisitions and the Company's internal planting program. In fiscal
1997, the Company acquired two separate marsh properties in Wisconsin consisting
of a total of 181 planted acres. These acquisitions increased the Company's
total planted acreage as of February 28, 1998, to approximately 2,548 acres on
25 properties, with over 20,000 total support acres. The Company intends to
continue pursuing the expansion of its productive capacity through the
cost-effective acquisition or lease of additional cranberry marshes. The Company
evaluates potential acquisition opportunities and determines a range of
potential purchase prices based on several factors, including (i) historical and
prospective productive cranberry yield; (ii) existing and future production
expansion potential; (iii) the amount, type and condition of equipment being
purchased; (iv) the type of facilities associated with the operation; (v)
existing marsh management; and (vi) potential synergies with Northland's
existing marsh locations. Although the Company is frequently involved in
discussions and negotiations concerning potential marsh acquisitions, as of the
date of this Prospectus, the Company has not entered into any definitive
agreements to acquire any new marsh property. See "Risk Factors--Availability
and Integration of Future Acquisitions."

AGRICULTURAL FACTORS IN CRANBERRY PRODUCTION

The quality and quantity of raw cranberries produced in any given year is
dependent upon certain external agricultural factors over which the Company has
little or no control. Extremes or significant variations in temperature,
excessive or inadequate precipitation levels, storms and hail, or crop
infestations can all adversely impact the production in any crop year or years.
While the Company has attempted to mitigate the adverse effects that these
factors may have on its internal cranberry production, the Company's cranberry
production still remains substantially subject to these agricultural factors.

40
<PAGE>
In addition to some geographical diversity in the location of its marshes,
the Company maintains federally-subsidized multi-peril crop insurance coverage
for all of its marshes as part of its efforts to minimize the effects of adverse
agricultural occurrences. The policies insure against unavoidable loss of
production resulting from adverse agricultural conditions, including hail, fire,
insects, plant disease, wildlife, human tampering and malicious damage to the
bogs and the failure of an irrigation system water supply due to an unavoidable
cause. Each of these multi-peril policies insures up to 75%, the maximum
coverage currently available, of the previous 10 years' average crop yield on
the covered marsh's insured acreage at an effective rate for fiscal 1998 of $66
per barrel of insured lost production (rather than the price which could have
been received by actually harvesting and delivering or selling such barrel).
These insurance policies do not cover destruction or spoilage of the Company's
crop after its harvest.

In addition to maintaining insurance, the Company attempts to reduce the
effects of adverse agricultural occurrences through careful crop and marsh
management. Each of the Company's properties typically has a marsh manager and
one or two assistant marsh managers who work closely with senior Company
management to monitor the crop, decide on crop management strategies, and
implement and supervise the work on a year-round basis.

COMPETITION

GENERAL

The markets for consumer cranberry products in which the Company
participates are intensely competitive and are substantially all dominated by
Ocean Spray. Ocean Spray, an agricultural marketing cooperative entitled to
limited protection under federal antitrust laws, has over 750 member-growers of
cranberries, representing approximately 70% of all cranberry production in North
America and reported sales of over $1.4 billion for its fiscal year ended August
31, 1997. Ocean Spray has significantly more experience than the Company in the
fruit juice and branded consumer cranberry products markets, substantially
greater brand name recognition, substantially greater marketing and distribution
resources, substantially greater market penetration and a substantially wider
variety of sizes and flavors of branded cranberry-based fruit juices and
consumer cranberry products than the Company. There can be no assurance that the
Company will be successful in competing against Ocean Spray or others. See "Risk
Factors--Competition."

BRANDED JUICE

The Company's NORTHLAND brand 100% juice cranberry blends compete nationally
principally with Ocean Spray's branded cranberry drinks and cocktails, as well
as the branded cranberry juice, drinks and cocktails of other regional and local
manufacturers, private label cranberry juice, drink and cocktail products and
other juice and beverage products. For the 12-week period ended March 29, 1998,
Ocean Spray had a leading market share of approximately 56.6% of the bottled
shelf-stable cranberry beverage market, compared to 14.2% for Northland with the
second leading single company market share. The NORTHLAND brand 100% juice
cranberry blends are marketed by the Company as premium products compared to
other competing cranberry juice products, most of which are made up of much less
than 100% juice. For example, Ocean Spray's cranberry juice cocktail contains
27% cranberry juice and otherwise consists of high fructose corn syrup and
water. Like the historically offered products of Ocean Spray, most competitors'
drinks and cocktails use sugar or high fructose corn syrup additives as
sweeteners and water as fillers. The Company believes that its 100% juice
products taste better and have better quality and more nutritional benefits than
competitors' drinks and cocktails which do not contain 100% juice. The Company
believes these attributes provide its juice products with a competitive
advantage. However, even though the Company has a cost advantage for raw
cranberries by growing its own internal supply of cranberries, because the
Company uses all natural fruit juices to sweeten its branded products rather
than high fructose corn syrup, the Company believes that its premium branded
products cost more for the

41
<PAGE>
Company to produce than it costs competitors to produce their non-100% juice
competitive cranberry drink and cocktail products. See "Management's Discussion
and Analysis of Results of Operations and Financial Condition." The Company
fully anticipates that Ocean Spray will continue to compete aggressively against
the Company's NORTHLAND brand 100% juice cranberry blend products, possibly
including reducing product pricing, increasing its advertising expenditures,
increasing its trade promotions and other actions. The Company also competes
directly against certain regional and local cranberry juice blends which also
feature 100% juice content like NORTHLAND juice. Recently, Ocean Spray
introduced into national distribution cranberry juice blends having 100% juice
content in an attempt to compete directly nationwide with the Company's
NORTHLAND brand 100% juice product line. The Company believes that Ocean Spray's
introduction of this new product line in direct competition with NORTHLAND brand
100% juice cranberry blends may provide the Company with additional competitive
opportunities and may contribute to further growth of the 100% juice cranberry
blends category to the detriment of the cranberry drinks and cocktails of Ocean
Spray and other competitors. See, however, "Risk Factors--Competition."

PRIVATE LABEL PRODUCTS

Northland considers significantly expanding its current limited presence in
the private label markets to be an integral strategic step in further
implementing its MARSH TO MARKET vertical integration strategy. The market for
private label cranberry products is highly competitive. Established processors,
including market leaders Cliffstar Corporation and Clement-Pappas & Co., have
significant experience in the private label fruit juice and processed cranberry
products markets and have well established customer relationships, effective
distributor networks and self-contained bottling operations. To date, the
Company has not been able to compete effectively in the private label market due
to intense price competition, longstanding relationships between retailers and
existing private label manufacturers and the reluctance of retailers to approve
new manufacturers and vendors. Although the Minot Acquisition is intended to
allow Northland to successfully expand its limited presence in the private label
juice market, there can be no assurance that the Company will be successful in
competing in the private label juice market. Moreover, private label cranberry
products in general compete against branded cranberry products and, in
particular, the branded cranberry products of Ocean Spray and the Company. There
can be no assurance that any private label processed cranberry products of the
Company or Minot will be able to successfully compete against the similar
branded products of Ocean Spray or others or that the Company's or Minot's
private label juice products will not adversely affect the sales of the
Company's branded juice line.

FRESH CRANBERRIES

The Company competes principally with Ocean Spray, as well as other brand
label producers in the market for fresh cranberry sales during the Thanksgiving
and Christmas holiday seasons. The principal competitive factors in the sale of
fresh cranberries are price, quality and reliability of delivery of initially
ordered quantities.

RAW CRANBERRIES

Ocean Spray dominates the raw cranberry market, controlling approximately
70% of the total raw cranberry supply. Northland competes in the market for
purchasing raw cranberries with other independent cranberry product handlers and
processors for the raw cranberries of other independent growers. Principal
competitive factors in the purchase of raw cranberries include price,
organizational loyalty and tradition. The Company could experience increased
competition for the direct purchase of raw cranberries from Ocean Spray if Ocean
Spray were to begin accepting new member-growers. Additionally, in recent years,
efforts have been made to grow cranberries in locations outside of North
America. There can be no assurance that cranberry production outside of North
America will not become significant over the longer term. See "Risk
Factors--Cranberry Market; Supply and Demand."

42
<PAGE>
CRANBERRY CONCENTRATE AND OTHER INDUSTRIAL PRODUCTS

The Company also competes against Ocean Spray and others for the sale of
cranberry concentrate, single-strength cranberry juice and frozen whole and
sliced cranberries to industrial customers, such as food processors and
foodservice companies. Principal competitive factors in the sale of cranberry
concentrate and other industrial cranberry products are price and reliable
supply. The Company believes its position as the world's largest single
cranberry grower and its ability to internally process raw cranberries allows it
to offer a reliable supply of high quality, competitively priced cranberry
products to its industrial customers.

REGULATION

FOOD SAFETY AND LABELING

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

The operations and products of the Company are also subject to state and
local regulation through such measures as licensing of plants, enforcement by
state health agencies of various state standards and inspection of facilities.
Enforcement actions for violations of federal, state and local regulations may
include seizure and condemnation of products, cease and desist orders,
injunctions or monetary penalties.

FEDERAL TRADE COMMISSION

The Company is subject to certain regulations by the Federal Trade
Commission ("FTC"). Advertising of the Company's products, including that
contained on the products' labels, is subject to regulation by the FTC pursuant
to the Federal Trade Commission Act and the regulations promulgated thereunder
and the FDA under the comprehensive regulatory scheme described above.

EMPLOYEE SAFETY REGULATIONS

The Company is subject to certain health and safety regulations, including
regulations issued pursuant to the Occupational Safety and Health Act. These
regulations require the Company to comply with certain manufacturing, health and
safety standards to protect its employees from accidents.

ENVIRONMENTAL AND OTHER GOVERNMENTAL REGULATION

To obtain permits to create new cranberry marshes in the United States,
cranberry growers and other developers are generally required, pursuant to a
national "no net loss" of wetlands policy, to restore the functional values of
disturbed wetland acreage in an amount equal to at least 100% of the acreage
intended for the development of new cranberry marshes, depending on the type of
wetland impacted. Given this current regulatory requirement, as well as current
water quality legislation in Wisconsin and Massachusetts, the Company believes
it is currently unlikely that the Company, or any other cranberry growers or
other developers in the United States, in the near future will be able to
cost-effectively secure additional permits for further significant cranberry
marsh development or expansion of wetland properties (although the Company and
other growers or developers may renovate existing developed wetlands acreage
from time to time and replant older cranberry vine varieties with
higher-yielding vine varieties).

However, certain independent growers have undertaken efforts in various
states, including Maine, Minnesota, Michigan and Delaware (as well as efforts in
Quebec and British Columbia), to plant, cultivate

43
<PAGE>
and develop new cranberry-producing acreage. Given the aforementioned
environmental regulations, the particular soil and temperature conditions
necessary to effectively grow cranberries and the long lead-time required for
cranberry vines to mature to full production, the Company does not expect these
efforts to materially affect the near-term supply of cranberries.

One of the Company's Wisconsin marshes and one in Massachusetts are the
subjects of various types of activities intended to remediate ground and/or
water contamination caused by previously removed underground storage tanks used
by the prior owners of such properties. All of such circumstances have been
reported to the appropriate state regulatory agencies and are subject to state
supervised remediation plans. Based on information available as of February 28,
1998, the Company believes a substantial portion of the aggregate costs of such
remedial activities at the Wisconsin marsh will be covered by state
reimbursement funds. The Company believes that neither of these remediation
activities will adversely effect the Company's results of operations or
financial condition.

Proposed regulations have been approved by the Wisconsin Department of
Natural Resources ("DNR") to amend portions of the Wisconsin Administrative Code
to lessen the DNR's scrutiny associated with obtaining DNR approval for the
development of cranberry marshes in wetlands. The proposed amendments to the
regulations are currently pending before a committee of the Wisconsin
Legislature, and it is uncertain whether these proposed regulations will
ultimately take effect. The enactment of these proposed regulations in their
current form could relax the standards and procedures for obtaining state water
quality certification to conduct activities in wetlands pursuant to a federal
permit. However, as a result of the continued federal restrictions on wetland
development and the long lead-time associated with the planting and maturation
of cranberry vines, the Company does not expect the proposed regulations, even
if adopted in their current form, to materially affect the near-term supply of
cranberries in Wisconsin.

Other than as set forth above, the Company does not expect existing federal,
state or local environmental or other governmental legislation or regulation to
have a material effect on its capital expenditures, results of operations or
competitive position in the near term.

MATERIALS AND SUPPLIES

Northland uses other natural fruit juices, such as white grape juice and
apple juice, to naturally sweeten its NORTHLAND brand 100% juice cranberry
blends. Northland also uses plastic bottles to package its branded and private
label juice products. From time to time these ingredients and materials may be
unavailable or in short supply. Prices of these ingredients and materials have
been, and Northland expects them to continue to be, subject to volatility. To
help protect against these circumstances, the Company maintains relationships
with multiple suppliers in multiple regions. Northland purchases its natural
juice ingredients and plastic bottles on an as needed basis on the spot market,
as well as through forward purchase contracts for certain ingredients. The
Company does not generally purchase commodity futures to mitigate against these
risks. See "Risk Factors--Availability and Prices of Certain Important
Ingredients and Raw Materials."

The Company purchases bottles, caps, flavorings, juices and packaging either
from its co-packers or independent third parties. The Company obtains a
significant amount of its materials and supplies necessary for its growing and
cultivation of cranberries, including water and sand, from resources located on
its own marshes. The Company also expects to continue purchasing substantially
all of its fertilizer and pesticides from its wholly-owned subsidiary. The
remainder of the Company's raw materials and supplies, including the materials
used to package the Company's fresh fruit, are purchased on the open market from
various sources.

TRADEMARKS AND FORMULAE

The Company owns the NORTHLAND trademark, which is registered in the United
States Patent and Trademark Office. The NORTHLAND trademark is important to the
Company in the sale of its branded fresh cranberries and cranberry juice
products, and the Company expects it to become increasingly more

44
<PAGE>
important as NORTHLAND brand 100% juice cranberry blends continue to grow in
market share and distribution.

NORTHLAND 100% juice cranberry blends utilize proprietary flavor
formulations. The Company attempts to ensure the confidentiality of these
formulations by shipping pre-mix to co-packers and by requiring its co-packers
to enter into confidentiality agreements. However, there can be no assurance
that the actions taken by the Company to protect its trademarks and formulas
will be adequate to prevent imitation of its products by others.

EMPLOYEES

As a result of the Minot Acquisition, the Company's full-time employees are
expected to increase from 210 at February 28, 1998 to approximately 415. The
Company hired approximately 109 additional seasonal workers during the 1997 crop
cultivation season. In addition to the seasonal employees hired for cultivating
cranberries, the Company hired approximately 335 seasonal workers to harvest the
Company's crop and approximately 142 seasonal employees to operate the Company's
cranberry processing and packaging facility from September through December
1997. The Company also had 17 full-time employees in sales and marketing as of
February 28, 1998. None of the Company's employees are unionized and the Company
believes its relationship with its employees is very good; however, Minot's
employees at its Bridgeton, New Jersey facility are unionized and are covered
under two separate collective bargaining agreements with the United Food and
Commercial Workers Union and the International Brotherhood of Teamsters. Both of
these collective bargaining agreements expired on May 15, 1998. Extensions of
the terms of these collective bargaining agreements are currently being
negotiated by Minot. Minot's employees are continuing their employment under the
terms of the expired collective bargaining agreement until renewed or new
agreements are entered into. The Company has been advised by Minot that it has
never experienced a strike or work stoppage. See "Risk Factors--Risks Relating
to the Minot Acquisition."

PROPERTIES

The Company owns its corporate offices in Wisconsin Rapids, Wisconsin
consisting of 12,300 square feet of office space on five acres of land. The
Company also owns a 10,000 square foot building and recently purchased a 40,000
square foot building, both in Wisconsin Rapids, which are used by certain
members of its administrative and operational staff.

The Company owns a 150,000 square foot receiving station and fresh fruit
packaging facility on 40 acres in Wisconsin Rapids. The facility is used to
clean and store the Company's processed cranberries. The facility is also used
to clean, store, sort and package the Company's fresh fruit. The facility
includes a 40,000 square foot cranberry receiving station and fresh fruit
packaging operation, 65,000 square feet of freezer warehousing and 45,000 square
feet of refrigerated storage.

The Company owns a 16,000 square foot juice concentrating facility adjacent
to the Company's current plant site in Wisconsin Rapids. The juice concentrating
facility provides Northland with the capacity to concentrate over 400,000
barrels of cranberries annually.

The Company owns a 49,000 square foot cranberry receiving station located on
a seven-acre parcel of land adjacent to the Hanson Division bogs. This facility
is used for the cleaning of the Company's Massachusetts cranberry crop.

Following the Minot Acquisition, the Company will own the Minot facilities
located in a 300,000 square foot building in Bridgeton, New Jersey
(approximately 60 miles southeast of Philadelphia, Pennsylvania), which include,
among other things: (i) an 80,000 square foot processing plant; (ii) a 93,000
square foot dry warehousing, receiving and shipping facility; (iii) four
cold-storage facilities totaling approximately 60,000 square feet; and (iv) a
50,000 square foot manufacturing and bottling facility.

The following table sets forth specific information about each of the
Company's 25 cranberry marshes as of February 28, 1998. All of the Company's
marshes are owned in fee simple or leased as indicated

45
<PAGE>
below, subject to mortgages (except for its Dandy Creek, Nantucket and Hills
Division Marshes and one of the two marshes in each of the Associate and
Crawford Creek Divisions). All of the Company's marshes have storage buildings
and repair shops for machinery, trucks and harvest and irrigation equipment
maintained at the marshes. Each of the Company's marshes has a house on site or
in close proximity to the site which serves as the marsh manager's residence and
most of the Company's marshes also have residences for assistant marsh managers.
Marsh acreage which is not included in "approximate planted acres" represents
support acreage and is not additional cranberry-growing capacity. All of the
Company's foregoing current facilities are suitable and adequate for the
Company's existing needs, and the Company believes that, under current
regulatory restrictions, that it has optimized its ability to plant available
acres on such marsh with producing cranberry vines.

<TABLE>
<CAPTION>
FEBRUARY 28, 1998
----------------------------
APPROXIMATE CALENDAR YEAR
MARSH APPROXIMATE ACQUIRED OR
MARSH DIVISION NAME AND LOCATION ACRES(1) PLANTED ACRES LEASED
- ----------------------------------------------------------------------------------- ------------- ------------- --------------
<S> <C> <C> <C>
Associates Division (2 marshes), Jackson County, Wisconsin......................... 4,198 159 1983/1996
Meadow Valley Division, Jackson County, Wisconsin.................................. 2,150 76 1984
Fifield Division, Price County, Wisconsin.......................................... 2,460 196 1985
Three Lakes Division, Oneida County, Wisconsin..................................... 1,542 82 1985
Chittamo Division, Douglas and Washburn Counties, Wisconsin........................ 620 55 1985
Biron Division, Wood County, Wisconsin............................................. 473 212 1987
Warrens Division, Monroe County, Wisconsin......................................... 160 63 1987
Trego Division, Washburn County, Wisconsin......................................... 1,715 96 1988
Gordon Division, Douglas County, Wisconsin......................................... 880 149 1988
Mather Division, Juneau County, Wisconsin.......................................... 2,500 148 1989
Nekoosa Division (2 marshes), Wood County, Wisconsin............................... 569 85 1989
Nantucket Division (2 marshes), Nantucket County, Massachusetts (leased)........... 737 211 1990
Crawford Creek Division (2 marshes), Jackson County, Wisconsin..................... 304 135 1991
Hills Division, Jackson County, Wisconsin (leased)................................. 465 70 1991
Hanson Division (2 marshes), Plymouth County, Massachusetts........................ 2,025 322 1993
Yellow River (2 marshes), Juneau County, Wisconsin................................. 1,714 252 1994
Dandy Creek, Monroe County, Wisconsin.............................................. 350 55 1996
Manitowish Waters (2 marshes), Vilas County, Wisconsin............................. 345 182 1996
------ ------
Total............................................................................ 23,207 2,548
------ ------
------ ------
</TABLE>

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

(1) To the extent not planted, these acres provide additional support and
resources to the planted acres.

YEAR 2000 COMPLIANCE

The Company has assessed and continues to assess the impact of the Year 2000
issue on its operations. Based on such assessment, the Company believes that its
computer systems and programs are currently Year 2000 compliant in all material
respects. There can be no assurance that the Company's material customers,
suppliers, co-packers and brokers will all be Year 2000 compliant or that the
Company's operations will not be adversely affected if they are not compliant.

LITIGATION

The Company, in the ordinary course of business, is involved in various
legal proceedings. The Company is also currently subject to a Wisconsin
Department of Revenue audit of certain alleged potential unpaid state sales tax
obligations of the Company on its purchase of certain supplies, equipment and
materials from and after 1989. The Company does not believe the outcome of these
proceedings or the sales tax audit will have a material adverse effect on the
Company's results of operations or financial condition.

46
<PAGE>
MANAGEMENT

DIRECTORS AND OFFICERS

As of February 28, 1998, each of the Company's directors and executive
officers is identified below together with information about each such
director's or officer's age, current position with the Company and employment
history for at least the past five years:

<TABLE>
<CAPTION>
NAME AGE CURRENT POSITION
- -------------------------- --- ----------------------------------------------------------------------
<S> <C> <C>
John Swendrowski.......... 49 Chairman of the Board, Chief Executive Officer and Director
Jerold D. Kaminski........ 41 President, Chief Operating Officer and Director
Robert E. Hawk............ 42 Executive Vice President and Director
John A. Pazurek........... 48 Vice President-Finance, Treasurer and Chief Financial Officer
William J. Haddow......... 50 Vice President-Purchasing, Transportation and Budget
Steven E. Klus............ 51 Vice President-Manufacturing
David J. Lukas............ 55 Vice President-Administration and Corporate Secretary
John Stauner.............. 35 Vice President-Agricultural Operations
John S. Wilson............ 47 Vice President-East Coast
LeRoy J. Miles............ 62 Director
Patrick F. Brennan........ 66 Director
Jeffrey J. Jones.......... 44 Director
John C. Seramur........... 55 Director
Pat Richter............... 56 Director
</TABLE>

MR. SWENDROWSKI originally founded the Company in May 1987 and served as
President and Chief Executive Officer from May 1987 to June 1997. Mr.
Swendrowski has been the Company's Chairman of the Board and Chief Executive
Officer since its founding in May 1987. Mr. Kaminski assumed the position of
President in June 1997 upon Mr. Kaminski's joining the Company.

MR. KAMINSKI joined the Company on June 9, 1997 as its President and Chief
Operating Officer in order to oversee the continued implementation of the
Company's MARSH TO MARKET strategy, particularly marketing and sales of the
NORTHLAND brand line of cranberry blend juices. Prior to joining the Company, he
served as the Senior Vice President and Director of Marketing for the Food
Service Division of General Mills Corporation since September 1993. Prior
thereto, Mr. Kaminski served as Marketing Director of the Gold Medal Division of
General Mills Corporation from September 1991 to September 1993 and as Marketing
Manager of the Gold Medal Division of General Mills Corporation from February
1989 to September 1991. Mr. Kaminski has been a director of the Company since
1994.

MR. HAWK joined the Company in January 1989 and currently serves as
Executive Vice President. Mr. Hawk served as the Company's Vice
President-Operations from January 1989 to January 1993, and as Vice
President-Sales, Marketing and Special Projects from January 1993 to October
1996. Mr. Hawk was promoted to Executive Vice President in October 1996.

MR. PAZUREK joined the Company in 1987 and currently serves as Vice
President-Finance, Chief Financial Officer and Treasurer. Mr. Pazurek served as
the Company's Controller and Principal Accounting Officer from May 1987 to May
1990, and was promoted to Vice President-Finance in May 1990 and was promoted
again to Treasurer in August 1993. Mr. Pazurek is a certified public accountant.

MR. HADDOW joined the Company in 1989 and currently serves as Vice
President-Purchasing, Transportation and Budget. Mr. Haddow served as the
Company's Assistant Vice President-Purchasing from 1989 to May 1993 and was
promoted to Vice President-Purchasing and Transportation in May 1993. Mr. Haddow
was promoted to Vice President-Purchasing, Transportation and Budget in October
1996.

MR. KLUS joined the Company in April 1996 and currently serves as Vice
President-Manufacturing. Mr. Klus served as Director of Strategic Product
Planning from April 1996 to October 1996. Mr. Klus was

47
<PAGE>
promoted to Vice President-Manufacturing in October 1996. Prior to joining the
Company, Mr. Klus was Eastern Division President of Seneca Foods Corporation
from 1990 until he joined the Company, with management responsibility for
overseeing Seneca's manufacturing operations and nine manufacturing facilities
on the east coast.

MR. LUKAS joined the Company in April 1992 and currently serves as Vice
President-Administration and Corporate Secretary. Mr. Lukas served as Vice
President of Human Resources and Corporate Counsel from April 1992 to August
1996. In May 1995, Mr. Lukas was promoted to Secretary and, in August 1996, he
was promoted to Vice President-Administration. Prior to joining the Company, he
practiced law in Wisconsin Rapids, Wisconsin for over 20 years.

MR. STAUNER joined the Company in 1987 and currently serves as Vice
President-Agricultural Operations. Mr. Stauner served as Assistant Vice
President of Operations from 1987 to May 1995, and as Vice President-Operations
from May 1995 to October 1996. Mr. Stauner was promoted to Vice President-
Agricultural Operations in October 1996.

MR. WILSON joined the Company in October 1993 and currently serves as Vice
President-East Coast. Mr. Wilson served as Vice President-East Coast Operations
from October 1993 to October 1996. Mr. Wilson was promoted to Vice
President-East Coast in October 1996. Prior to joining the Company, he served as
Manager-Grower Services at Ocean Spray in Lakeville, Massachusetts from 1988.

MR. MILES retired as Executive Vice President of the Company on December 31,
1994, and as Corporate Secretary on August 18, 1995, although he still provides
consulting services to the Company. Mr. Miles had held such executive positions
with the Company since May 1987.

MR. BRENNAN retired as President and Chief Executive Officer of Consolidated
Papers, Inc., Wisconsin Rapids, Wisconsin effective as of December 31, 1996, a
position he had held since October 1993. Prior thereto, he served as
Consolidated Papers, Inc.'s President and Chief Operating Officer for five
years, Executive Vice President for over one year and Corporate Vice President
for three years. He recently retired as a director of Consolidated Papers, Inc.
Mr. Brennan currently serves as a director of Betz Laboratories, Inc., Trevose,
Pennsylvania, a manufacturer of specialty chemicals.

MR. JONES has been a partner in the law firm of Foley & Lardner, Milwaukee,
Wisconsin, since January 1987, and has been associated with such firm since
1978. Foley & Lardner has been the Company's general outside legal counsel since
the Company's formation.

MR. SERAMUR has served as Vice Chairman of Associated Banc-Corp since
October 1997. For over 31 years prior thereto, Mr. Seramur served as President,
Chief Executive Officer and Chief Operating Officer of and First Financial Bank
and its parent corporation, First Financial Corporation, a thrift holding
company that merged with Associated Banc-Corp in October 1997. Mr. Seramur is
also a director of Associated Banc-Corp.

MR. RICHTER has been the Director of Athletics at the University of
Wisconsin-Madison since February 1990. Prior thereto, he served as Vice
President-Personnel of Oscar Mayer Foods Co. since 1988. Mr. Richter is also a
director of the Green Bay Packers, Inc., Anchor Bancorp Wisconsin Inc., Madison,
Wisconsin, a financial institution, and Outlook Group Corp., Neenah, Wisconsin,
a printing company.

48
<PAGE>
STOCK OWNERSHIP OF MANAGEMENT AND OTHERS

SHARE OWNERSHIP

The following table sets forth certain information as of February 28, 1998,
regarding the beneficial ownership and voting power of the Class A Common Stock
(one vote per share) and the Class B Common Stock (three votes per share) held
by (i) each director and certain executive officers of the Company; (ii) all
directors and executive officers of the Company as a group; and (iii) each
person or entity known to the Company to be the beneficial owner of more than 5%
of either class of common stock. All of the persons or entities listed below are
believed by the Company to have sole voting and investment power over the Common
Stock identified as beneficially owned, except as indicated otherwise in the
footnotes to the table.

<TABLE>
<CAPTION>
CLASS A SHARES
BENEFICIALLY CLASS B SHARES PERCENTAGE OF PERCENTAGE OF
OWNED AND BENEFICIALLY AGGREGATE AGGREGATE
PERCENTAGE OF OWNED AND VOTING POWER VOTING POWER
CLASS BEFORE PERCENTAGE OF BEFORE THE AFTER THE
NAME OF INDIVIDUAL OR ENTITY OR NUMBER IN GROUP THE OFFERING CLASS(1) OFFERING(2) OFFERING(2)
- ----------------------------------------------------- -------------- -------------- --------------- ---------------
<S> <C> <C> <C> <C>
DIRECTORS AND EXECUTIVE OFFICERS
John Swendrowski(3).................................. 384,362(4) 601,738(5) 14.2% 10.7%
(2.8)% (94.6)%
Jerold D. Kaminski................................... 30,812(6) -- * *
*
LeRoy J. Miles....................................... 72,671(7) 322,462(8) 1.2% *
* (50.7)%
Robert E. Hawk....................................... 470,660(9) -- 3.1% 2.3%
(3.5)%
John A. Pazurek...................................... 108,034(10) -- * *
*
David J. Lukas....................................... 58,800(11) -- * *
*
John C. Seramur...................................... 72,770(12) -- * *
*
Jeffrey J. Jones..................................... 24,400(13) -- * *
*
Patrick F. Brennan................................... 7,812(14) -- * *
*
Pat Richter.......................................... 1,000 -- * *
*
All directors and executive officers
as a group (14 persons)(15)........................ 1,376,567 636,202 20.7% 15.7%
(9.9)% (100.0)%

OTHER FIVE PERCENT HOLDERS
State of Wisconsin Investment Board(16).............. 1,267,600 -- 8.4% 6.3%
(9.6)%
Wellington Management Co. LLP(17).................... 802,600 -- 5.3% 4.0%
(6.1)%
David L. Babson & Co., Inc.(18)...................... 756,400 -- 5.0% 3.8%
(5.7)%
</TABLE>

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

* Denotes less than 1%.

49
<PAGE>
(1) The number of shares beneficially owned by each shareholder is determined
under rules promulgated by the Securities and Exchange Commission ("SEC"),
and the information is not necessarily indicative of beneficial ownership
for any other purpose. Under such rules, beneficial ownership includes any
shares as to which the individual or entity has sole or shared voting power
or investment power and also any shares which the individual or entity has
a right to acquire within 60 days of February 28, 1998 through the exercise
of any stock option, warrant or other right. The inclusion herein of such
shares, however, does not constitute an admission that the named
shareholder is a direct or indirect beneficial owner of such shares. Unless
otherwise indicated, each person or entity named in the table has sole
voting power and investment power (or shares such power with his or her
spouse) with respect to all shares of capital stock listed as owned by such
person or entity. The outstanding Class B shares are convertible on a
share-for-share basis into Class A shares at any time at the discretion of
each holder. As a result, a holder of Class B shares is deemed to
beneficially own an equal number of Class A shares. However, in order to
avoid overstatement of the aggregate beneficial ownership of shares of both
classes of the Company's Common Stock, the Class A shares reported in the
table do not include Class A shares which may be acquired upon the
conversion of Class B shares. Similarly, the respective percentages of
outstanding Class A shares reported in the table have been determined with
respect to the total number of Class A shares outstanding on February 28,
1998, excluding Class A shares which may be issued upon conversion of Class
B shares.

(2) Applicable percentage of aggregate voting power before the offering is
based on 15,135,222 aggregate votes represented by shares of Class A Common
Stock and Class B Common Stock outstanding on February 28, 1998 and after
the offering is based on 20,142,104 aggregate votes represented by shares
of Class A Common Stock and Class B Common Stock outstanding as of the date
of this Prospectus as adjusted for this offering (but not adjusted to
reflect the number of shares to be issued in connection with the Minot
Acquisition).

(3) The address of Mr. Swendrowski is 800 First Avenue South, P.O. Box 8020,
Wisconsin Rapids, Wisconsin 54495-8020.

(4) The Class A shares listed include (i) 120,362 shares owned directly by Mr.
Swendrowski or members of his immediate family and (ii) 264,000 shares
which Mr. Swendrowski has the right to acquire upon the exercise of vested
stock options, but does not include 20,000 Class A shares which Mr.
Swendrowski has the right to acquire upon the exercise of vested stock
options granted on April 16, 1998.

(5) The Class B shares listed include (i) 313,740 shares owned directly by Mr.
Swendrowski and (ii) 287,998 shares held by Cranberries Limited, Inc.
("CLI"), a corporation owned by Messrs. Swendrowski and Miles and
controlled by Mr. Swendrowski.

(6) Includes 16,192 Class A shares which Mr. Kaminski has the right to acquire
upon the exercise of vested stock options, but does not include 20,000
Class A shares which Mr. Kaminski has the right to acquire upon the
exercise of vested stock options granted on April 16, 1998. The total does
not reflect the grant to Mr. Kaminski of 12,000 contractually restricted
Class A shares granted June 9, 1997 upon Mr. Kaminski joining the Company.
These shares will vest ratably in 3,000 share increments on each of the
next four anniversaries of Mr. Kaminski's hiring date, as long as Mr.
Kaminski remains employed by the Company on each respective vesting date.

(7) The Class A shares listed include (i) 21,677 shares owned directly by Mr.
Miles; (ii) 48,000 shares which Mr. Miles has the right to acquire upon the
exercise of vested stock options; and (iii) 2,994 shares held for the
account of Mr. Miles' wife.

(8) The Class B shares listed include the 287,998 shares which are deemed to be
beneficially owned by Mr. Miles as an officer and shareholder of CLI. Such
shares are also included under the number of Class B shares deemed to be
beneficially owned by Mr. Swendrowski. See note (4) above.

50
<PAGE>
(9) The Class A shares listed include (i) 288,200 shares owned directly by Mr.
Hawk; (ii) 472 shares owned by his wife; (iii) 19,946 shares held in his
IRA account; (iv) 10,042 held in his wife's IRA account; and (v) 152,000
shares which Mr. Hawk has the right to acquire upon the exercise of vested
stock options.

(10) Includes 86,000 Class A shares which Mr. Pazurek has the right to acquire
upon the exercise of vested stock options, but does not include 10,000
Class A shares which Mr. Pazurek has the right to acquire upon the exercise
of vested stock options granted on April 16, 1998.

(11) Includes 40,000 Class A shares which Mr. Lukas has the right to acquire
upon the exercise of vested stock options, but does not include 5,000 Class
A shares which Mr. Lukas has the right to acquire upon the exercise of
vested stock options granted on April 16, 1998.

(12) Includes 690 Class A shares which Mr. Seramur has the right to acquire upon
the exercise of vested stock options.

(13) Includes 3,794 Class A shares which Mr. Jones has the right to acquire upon
the exercise of vested stock options.

(14) Includes 2,912 Class A shares which Mr. Brennan has the right to acquire
upon the exercise of vested stock options.

(15) In determining the aggregate beneficial ownership of Class A shares and
Class B shares, respectively, for all directors and executive officers as a
group, shares of Common Stock which are deemed to be beneficially owned by
more than one person have been counted only once to avoid overstatement.
The number of Class A shares listed includes 742,834 Class A shares which
certain executive officers and directors have the right to acquire upon the
exercise of vested stock options, but does not include 55,000 Class A
shares which certain executive officers have the right to acquire upon the
exercise of vested stock options granted on April 16, 1998.

(16) The beneficial ownership information given is based on a Schedule 13G filed
by the indicated entity with the SEC on January 26, 1998. The address of
the indicated entity is P.O. Box 7842, Madison, Wisconsin 53707.

(17) The beneficial ownership information given is based on a Schedule 13G filed
by the indicated entity with the SEC on February 9, 1998. The address of
the indicated entity is 75 State Street, Boston, Massachusetts 02109.

(18) The beneficial ownership information given is based on a Schedule 13G filed
by the indicated entity with the SEC on January 20, 1998. The address of
the indicated entity is One Memorial Drive, Cambridge, Massachusetts
02142-1300.

51
<PAGE>
DESCRIPTION OF CAPITAL STOCK

RELATIVE RIGHTS AND LIMITATIONS

The Company's authorized capital stock consists of 60,000,000 shares of
Class A Common Stock, $.01 par value, 4,000,000 shares of Class B Common Stock,
$.01 par value, and 5,000,000 shares of Preferred Stock, $.01 par value. A total
of 13,233,498 shares of Class A Common Stock and 636,202 shares of Class B
Common Stock were outstanding as of the date of the Prospectus. None of the
Preferred Stock has been issued. The outstanding shares of Class A and Class B
Common Stock are, and the shares of Class A Common Stock to be issued and sold
by the Company in this offering will be, fully paid and nonassessable, except as
provided in Section 180.0622(2)(b) of the Wisconsin Business Corporation Law
("WBCL"), which in general provides for personal liability on the part of
shareholders in an amount up to the par value of shares owned for the unpaid
wages of employees, but not exceeding six months' service in any one case. A
Wisconsin trial court decision interpreted this statute to extend liability up
to the original issue price, rather than the stated par value, of shares
purchased. While this decision was affirmed by the Wisconsin Supreme Court, the
precedential value of such affirmation is uncertain due to an equally divided
court.

The principal relative rights, privileges and limitations of the Company's
shares of Class A and Class B Common Stock and Preferred Stock are summarized
below. The following description of the Company's classes of capital stock does
not purport to be complete and is subject to, and qualified in its entirety by,
reference to the Company's Articles of Incorporation, as amended.

CLASS A AND CLASS B COMMON STOCK

The following discussion of the characteristics of the shares of Class A and
Class B Common Stock is qualified in its entirety by reference to the
description below of the Company's authorized but unissued Preferred Stock,
which could be issued with certain preferential rights over the shares of Class
A and Class B Common Stock.

The Class A shares are entitled to one vote per share and the Class B shares
are entitled to three votes per share on all matters presented to the Company's
shareholders. The holders of the Class A and Class B Common Stock will vote
together as a single class on all such matters presented to shareholders, except
that the Class A and Class B Common Stock will also each vote separately as a
class when required by the WBCL. See "Certain Statutory Provisions" below.

Holders of shares of Class A Common Stock are entitled to receive cash
dividends equal to at least 110% of any cash dividends paid on the shares of
Class B Common Stock. See "Price Range of Class A Common Stock." Holders of
Class B shares are entitled to receive cash dividends when and as declared by
the Board of Directors from funds legally available therefor under the WBCL.
Cash dividends may be paid on the Class A shares without a concurrent cash
dividend being paid on the Class B shares. Pursuant to the Company's Articles of
Incorporation, the Board of Directors must pay a dividend or distribution other
than in cash on the Class A shares in the same amount as any such noncash
dividend or distribution paid on the Class B shares. Each class of Common Stock
is entitled to receive shares of the same respective class issued pursuant to
stock dividends, stock splits and combinations in the same per share proportion
as that distributed on the other class of Common Stock.

The shares of Class A Common Stock have no conversion privileges. The shares
of Class B Common Stock are convertible at the option of the holder thereof, at
any time, into shares of Class A Common Stock on a share-for-share basis.
Additionally, the outstanding shares of Class B Common Stock will be
automatically converted into Class A shares on a share-for-share basis if, at
any time, the outstanding shares of Class B shares fall below 2% of the
outstanding shares of Class A shares. After the offering, the outstanding shares
of Class B Common Stock will constitute 3.5% of the outstanding Class A Common
Stock.

52
<PAGE>
Upon liquidation, dissolution or winding up of the Company, after payment of
all liabilities due creditors of the Company, the holders of the shares of Class
A Common Stock are entitled to receive $1.00 per share (subject to equitable
adjustment in the event of stock splits and other similar events) before any
payment or distribution may be made to holders of the shares of Class B Common
Stock. Thereafter, holders of the shares of Class B Common Stock are entitled to
receive $1.00 per share (subject to similar adjustment) before any further
payment or distribution is made to the holders of the Class A Common Stock.
Thereafter, holders of the Class A shares and Class B shares share on a pro rata
basis in all payments or distributions made upon liquidation, dissolution or
winding up of the Company.

There are no restrictions (other than obtaining the requisite corporate
approval) on additional issuances of shares of Class A Common Stock by the
Company. However, the Company may not issue any additional shares of shares of
Class B Common Stock (other than pursuant to stock dividends and stock splits as
described above) without the approval of a majority of the votes represented by
the outstanding shares of Class A and Class B Common Stock, each voting
separately as a class.

The holders of Class A and Class B Common Stock have no redemption
privileges or preemptive rights.

PREFERRED STOCK

There are 5,000,000 shares of Preferred Stock authorized for potential
issuance by the Company's Articles of Incorporation, none of which have been
issued. The Company's Board of Directors is authorized to issue from time to
time, without shareholder authorization, in one or more designated series,
Preferred Stock with such redemption, exchange, conversion, dividend,
liquidation and voting rights as may be specified in the particular series.
Dividends, if any, on any series of Preferred Stock are to be cumulative from
the date of issuance, payable at such rate and at such times as designated by
the Board of Directors for that series. No dividends or other distributions are
to be payable on the shares of Class A and Class B Common Stock unless dividends
are paid in full on the Preferred Stock and all sinking fund obligations for the
Preferred Stock, if any, are fully funded. In the event of a liquidation or
dissolution of the Company, the issued shares of Preferred Stock would have
priority over the shares of Class A and Class B Common Stock to receive the
amount specified in each particular series out of the remaining assets of the
Company. Additionally, the Board of Directors has authority, to the maximum
extent permitted by the WBCL, to fix and determine the relative rights and
preferences of each series of Preferred Stock. The issuance of one or more
series of Preferred Stock could have an adverse effect on certain rights,
including voting rights, of the holders of shares of Class A and Class B Common
Stock. The Company has no current plans or intention to issue shares of
Preferred Stock.

CERTAIN STATUTORY PROVISIONS

Under the WBCL, a separate class vote would generally be required to approve
an amendment to the Company's Articles of Incorporation (including an amendment
made as part of a proposed merger or other reorganization) if the amendment
would change in a manner prejudicial to the outstanding holders of a class, the
designations, preferences, limitations or other rights of the shares of the
class, and in certain other circumstances.

Section 180.1150 of the WBCL provides that the voting power of shares of
public Wisconsin corporations, such as the Company, held by any person or
persons acting as a group in excess of 20% of the voting power in the election
of directors is limited to 10% of the full voting power of those shares. This
statutory voting restriction does not apply to shares acquired directly from the
Company or shares for which full voting power has been restored pursuant to a
vote of shareholders.

Sections 180.1140 to 180.1144 of the WBCL (the "Wisconsin Business
Combination Statute") regulate a broad range of "business combinations" between
a Wisconsin corporation and an "interested stockholder." The Wisconsin Business
Combination Statute defines a "business combination" to include a

53
<PAGE>
merger or share exchange, sale, lease, exchange, mortgage, pledge, transfer or
other disposition of assets equal to at least 5% of the market value of the
stock or assets of a corporation or 10% of its earning power, issuance of stock
or rights to purchase stock with a market value equal to at least 5% of the
outstanding stock, adoption of a plan of liquidation, and certain other
transactions involving an "interested stockholder." An "interested stockholder"
is defined as a person who beneficially owns, directly or indirectly, 10% of the
voting power of the outstanding voting stock of a corporation or who is an
affiliate or associate of the corporation and beneficially owned 10% of the
voting power of the then outstanding voting stock within the last three years.
The Wisconsin Business Combination Statute prohibits a corporation from engaging
in a business combination (other than a business combination of a type
specifically excluded from the coverage of the statute) with an interested
stockholder for a period of three years following the date such person becomes
an interested stockholder, unless the board of directors approved the business
combination or the acquisition of the stock that resulted in a person becoming
an interested stockholder before such acquisition. Business combinations after
the three-year period following the stock acquisition date are permitted only if
(i) the board of directors approved the acquisition of the stock prior to the
acquisition date; (ii) the business combination is approved by a majority of the
outstanding voting stock not beneficially owned by the interested stockholder;
or (iii) the consideration to be received by shareholders meets certain
requirements of the Wisconsin Business Combination Statute with respect to form
and amount.

Sections 180.1130 to 180.1133 of the WBCL provide that certain "business
combinations" not meeting specified adequacy-of-price standards must be approved
by a vote of at least 80% of the votes entitled to be cast by all shareholders
and by two-thirds of the votes entitled to be cast by shareholders other than a
"significant shareholder" who is a party to the transaction. The term "business
combination" is defined to include, subject to certain exceptions, a merger or
consolidation of the corporation (or any subsidiary thereof) with, or the sale
or other disposition of substantially all of the assets of the corporation to,
any significant shareholder or affiliate thereof. "Significant shareholder" is
defined generally to include a person that is the beneficial owner of 10% or
more of the voting power of the corporation.

Section 180.1134 of the WBCL (the "Wisconsin Defensive Action Restrictions")
provides that, in addition to the vote otherwise required by law or the articles
of incorporation of an issuing public corporation, the approval of the holders
of a majority of the shares entitled to vote is required before such corporation
can take certain actions while a takeover offer is being made or after a
takeover offer has been publicly announced and before it is concluded. Under the
Wisconsin Defensive Action Restrictions, shareholder approval is required for
the corporation to (i) acquire more than 5% of its outstanding voting shares at
a price above the market price from any individual or organization that owns
more than 3% of the outstanding voting shares and has held such shares for less
than two years, unless a similar offer is made to acquire all voting shares or
(ii) sell or option assets of the corporation which amount to at least 10% of
the market value of the corporation, unless the corporation has at least three
independent directors or a majority of the independent directors vote not to
have this provision apply to the corporation. The restrictions described in
clause (i) above may have the effect of deterring a shareholder from acquiring
shares of the Company with the goal of seeking to have the Company repurchase
such shares at a premium over the market price.

The above sections of the WBCL, the existence of the Class B Common Stock
and the ability of the Company's Board of Directors to issue additional shares
of Class A Common Stock or Preferred Stock without further shareholder approval
(subject to any requirements necessary to maintain the quotation of the Class A
shares on the Nasdaq National Market) could have the effect, among others, of
discouraging takeover proposals for the Company or impeding a business
combination between the Company and a major shareholder of the Company. See
"Risk Factors--Certain Anti-Takeover Considerations."

54
<PAGE>
UNDERWRITING

Subject to the terms and conditions of the Underwriting Agreement, the
Underwriters named below (the "Underwriters"), through their Representatives, BT
Alex. Brown Incorporated, NationsBanc Montgomery Securities LLC, Piper Jaffray
Inc. and George K. Baum & Company, have severally agreed to purchase from the
Company the following respective numbers of shares of Class A Common Stock at
the public offering price less the underwriting discounts and commissions set
forth on the cover page of this Prospectus:

<TABLE>
<CAPTION>
UNDERWRITER NUMBER OF SHARES
- ---------------------------------------------------------------------------- ----------------
<S> <C>
BT Alex. Brown Incorporated.................................................
NationsBanc Montgomery Securities LLC.......................................
Piper Jaffray Inc...........................................................
George K. Baum & Company....................................................

Total................................................................... 5,000,000
----------------
----------------
</TABLE>

The Underwriting Agreement provides that the obligations of the Underwriters
are subject to certain conditions precedent and that the Underwriters will
purchase all of the shares of Class A Common Stock offered hereby if any of such
shares are purchased.

The Company has been advised by the Representatives of the Underwriters that
the Underwriters propose to offer the shares of Class A Common Stock to the
public at the public offering price set forth on the cover of this Prospectus
and to certain dealers at such price less a concession not in excess of $
per share. The Underwriters may allow, and such dealers may reallow, a
concession not in excess of $ per share to certain other dealers. After this
offering, the public offering price and other selling terms may be changed by
the Representatives of the Underwriters.

The Company has granted the Underwriters an option, exercisable not later
than 30 days after the date of this Prospectus, to purchase up to 750,000
additional shares of Class A Common Stock at the public offering price less the
underwriting discounts and commissions set forth on the cover page of this
Prospectus. To the extent that the Underwriters exercise such option, each of
the Underwriters will have a firm commitment to purchase approximately the same
percentage thereof that the number of shares of Class A Common Stock to be
purchased by it shown in the above table bears to the total number of shares
offered by the Company hereunder, and the Company will be obligated, pursuant to
the option, to sell such shares to the Underwriters. The Underwriters may
exercise such option only to cover over-allotments made in connection with the
sale of the Class A Common Stock offered hereby. If purchased, the Underwriters
will offer such additional shares on the same terms as those on which the
5,000,000 shares are being offered.

The Underwriting Agreement contains covenants of indemnity between the
Company and the Underwriters against certain civil liabilities, including
liabilities under the Securities Act.

The Company and each of its officers and directors have agreed, subject to
certain exceptions, not to offer to sell, contract to sell, transfer, engage in
any hedging transaction with respect to or otherwise dispose of any shares of
Class A Common Stock for a period of 90 days after the date of this Prospectus
without the prior written consent of BT Alex. Brown Incorporated. BT Alex. Brown
Incorporated may, in its sole discretion and at any time without notice, release
all or any portion of the shares subject to these lock-up agreements.

55
<PAGE>
The Representatives of the Underwriters have advised the Company that the
Underwriters do not intend to confirm sales to any accounts over which they
exercise discretionary authority.

In connection with this offering, the Underwriters and other persons
participating in this offering may engage in transactions that stabilize,
maintain or otherwise affect the price of the Class A Common Stock.
Specifically, the Underwriters may over-allot in connection with this offering,
creating a short position in Class A Common Stock for their own account. To
cover over-allotments or to stabilize the price of the Class A Common Stock, the
Underwriters may bid for, and purchase, shares of Class A Common Stock in the
open market. The Underwriters may also impose a penalty bid whereby they may
reclaim selling concessions allowed to an Underwriter or a dealer for
distributing Class A Common Stock in this offering, if the Underwriters
repurchase previously distributed Class A Common Stock in transactions to cover
their short position in stabilization transactions or otherwise. Finally, the
Underwriters may bid for, and purchase, shares of Class A Common Stock in market
making transactions. These activities may stabilize or maintain the market price
of the Class A Common Stock above market levels that may otherwise prevail. The
Underwriters are not required to engage in these activities and may end any of
these activities at anytime.

Piper Jaffray Inc. has in the past provided certain investment banking
services to the Company for customary fees, including advisory services in
connection with the Minot Acquisition. Piper Jaffray Inc., BT Alex. Brown
Incorporated or both of them and/or other Underwriters, may in the future
provide certain investment banking services to the Company.

LEGAL MATTERS

The validity of the shares of Class A Common Stock offered hereby will be
passed upon for the Company by Foley & Lardner, Milwaukee, Wisconsin, and for
the Underwriters by Buchanan Ingersoll, Princeton, New Jersey. Jeffrey J. Jones,
a partner of Foley & Lardner, is a director of the Company.

EXPERTS

The consolidated financial statements as of August 31, 1997 and 1996 and for
each of the years in the period ended August 31, 1997 and 1996, March 31, 1995
and for the five-month transition period ended August 31, 1995, included and
incorporated by reference in this Prospectus have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their reports, which are included
and incorporated by reference herein which reports express an unqualified
opinion and include an explanatory paragraph referring to a change in the method
of deferring crop growing costs, and have been so included and incorporated in
reliance upon the report of such firm given upon their authority as experts in
accounting and auditing.

The financial statements of Minot included in this Prospectus and in the
Registration Statement have been audited by BDO Seidman, LLP, independent
certified public accountants, to the extent and for the periods set forth in
their reports appearing elsewhere herein and in the Registration Statement, and
are included in reliance upon such reports given upon the authority of said firm
as experts in auditing and accounting.

56
<PAGE>
AVAILABLE INFORMATION

The Company has filed with the SEC a Registration Statement on Form S-3
under the Securities Act with respect to the Class A Common Stock offered
hereby. This Prospectus, which constitutes a part of the Registration Statement,
does not contain all the information set forth in the Registration Statement and
the exhibits and schedules thereto, to which reference is hereby made.
Statements made in this Prospectus as to the contents of any contract, agreement
or other document are not necessarily complete; with respect to each such
contract, agreement or other document filed as an exhibit to the Registration
Statement, reference is made to the exhibit for a more complete description of
the matter involved.

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended ("Exchange Act"), and, in accordance therewith,
files reports, proxy statements and other information with the SEC. Such
reports, proxy statements and other information filed by the Company with the
SEC may be inspected and copied at the public reference facilities maintained by
the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549 and at the following
regional offices of the SEC: Chicago Regional Office, Northwestern Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and New
York Regional Office, Seven World Trade Center, 13th Floor, New York, New York
10049. Copies of such material may also be obtained at prescribed rates from the
Public Reference Section of the SEC, 450 Fifth Street, N.W., Washington, D.C.
20549. The SEC maintains an Internet web site that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the SEC (http://www.sec.gov).

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The following documents filed with the SEC pursuant to the Exchange Act
(File No. 0-16130) are incorporated herein by reference:

1. The Company's Annual Report on Form 10-K for the fiscal year ended
August 31, 1997.

2. The Company's Quarterly Report on Form 10-Q for the quarter ended
November 30, 1997

3. The Company's Quarterly Report on Form 10-Q for the quarter ended
February 28, 1998.

4. All other reports filed by the Company with the Commission pursuant to
Section 13(a) or 15(d) of the Exchange Act since August 31, 1997.

The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of this Prospectus has been
delivered, on the written or oral request of any such person, a copy of any or
all of the documents referred to above which have been or may be incorporated in
this Prospectus by reference, other than exhibits to such documents (unless such
exhibits are specifically incorporated by reference therein). Requests should be
directed to Brian P. Taber, Investor and Public Relations Manager, Northland
Cranberries, Inc., 800 First Avenue South, P.O. Box 8020, Wisconsin Rapids,
Wisconsin 54495-8020 (telephone number (715) 424-4444).

57
<PAGE>
INDEX TO FINANCIAL STATEMENTS
NORTHLAND CRANBERRIES, INC. AND SUBSIDIARY

<TABLE>
<S> <C>
Independent Auditors' Report......................................................... F-1

Consolidated Balance Sheets at August 31, 1997 and 1996.............................. F-2

Consolidated Statements of Operations for the Years Ended August 31, 1997 and 1996,
March 31, 1995, and Five-Month Transition Period Ended August 31, 1995............. F-3

Consolidated Statements of Shareholders' Equity for the Years Ended August 31, 1997
and 1996, March 31, 1995, and Five-Month Transition Period Ended August 31, 1995... F-4

Consolidated Statements of Cash Flows for the Years Ended August 31, 1997 and 1996,
March 31, 1995, and Five-Month Transition Period Ended August 31, 1995............. F-5

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

Unaudited Consolidated Balance Sheets at February 28, 1998 and August 31, 1997....... F-18

Unaudited Consolidated Statements of Operations for the Six Months Ended February 28,
1998 and 1997...................................................................... F-19

Unaudited Consolidated Statements of Cash Flows for the Six Months Ended February 28,
1998 and 1997...................................................................... F-20

Notes to Unaudited Consolidated Financial Statements................................. F-21

MINOT FOOD PACKERS, INC.

Report of Independent Certified Public Accountants................................... F-22

Balance Sheet at June 30, 1997....................................................... F-23

Statement of Income for the Year Ended June 30, 1997................................. F-24

Statement of Stockholders' Equity for the Year Ended June 30, 1997................... F-25

Statement of Cash Flows for the Year Ended June 30, 1997............................. F-26

Notes to Financial Statements........................................................ F-29

Unaudited Balance Sheet at February 28, 1998......................................... F-35

Unaudited Statement of Income for the Eight Months Ended February 28, 1998........... F-36

Unaudited Statement of Cash Flows for the Eight Months Ended February 28, 1998....... F-37

Notes to Unaudited Financial Statements.............................................. F-38

NORTHLAND CRANBERRIES, INC. AND MINOT FOOD PACKERS, INC.

Unaudited Consolidated Pro Forma Condensed Financial Statements...................... F-39

Unaudited Consolidated Pro Forma Condensed Balance Sheets at February 28, 1998....... F-40

Unaudited Consolidated Pro Forma Condensed Statement of Operations for the Year Ended
August 31, 1997.................................................................... F-41

Unaudited Consolidated Pro Forma Condensed Statement of Operations for the Six Months
Ended February 28, 1998............................................................ F-42

Notes to Unaudited Consolidated Pro Forma Condensed Financial Statements............. F-43
</TABLE>

58
<PAGE>
INDEPENDENT AUDITORS' REPORT

To the Shareholders
and Board of Directors of Northland Cranberries, Inc.:

We have audited the accompanying consolidated balance sheets of Northland
Cranberries, Inc. and subsidiary as of August 31, 1997 and 1996, and the related
consolidated statements of operations, shareholders' equity and cash flows for
the years ended August 31, 1997 and 1996, March 31, 1995 and for the five-month
transition period ended August 31, 1995. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

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

In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of Northland Cranberries, Inc. and
subsidiary at August 31, 1997 and 1996, and the results of their operations and
their cash flows for the years ended August 31, 1997 and 1996, March 31, 1995
and for the five-month transition period ended August 31, 1995, in conformity
with generally accepted accounting principles.

As explained in Note 2 to the consolidated financial statements, effective
April 1, 1995, the Company changed its method of deferring crop growing costs.

DELOITTE & TOUCHE LLP

Milwaukee, Wisconsin
October 9, 1997 (April 21, 1998 as to Note 1--Net Income (Loss) Per Share)

F-1
<PAGE>
NORTHLAND CRANBERRIES, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

AUGUST 31, 1997 AND 1996

<TABLE>
<CAPTION>
ASSETS
<S> <C> <C>
1997 1996
----------- -----------
Current assets:
Cash and cash equivalents...................................... $ 230,668 $ 266,467
Accounts and notes receivable.................................. 6,995,595 2,631,434
Investments.................................................... 1,259,548 1,259,548
Inventories.................................................... 26,454,087 12,414,426
Prepaid expenses............................................... 1,715,351 921,673
Deferred income taxes.......................................... 3,035,486 1,123,949
----------- -----------
Total current assets....................................... 39,690,735 18,617,497

Property and equipment, net...................................... 138,273,041 122,489,101
Investments and other assets..................................... 2,968,634 4,378,021
----------- -----------
Total assets............................................... $180,932,410 $145,484,619
----------- -----------
----------- -----------

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
Accounts payable............................................... $ 3,806,261 $ 2,592,765
Accrued liabilities............................................ 4,091,661 5,914,422
Current portion of long-term obligations....................... 3,647,000 3,560,000
----------- -----------
Total current liabilities.................................. 11,544,922 12,067,187

Long-term obligations............................................ 83,130,707 56,978,095
Deferred income taxes............................................ 9,445,856 7,380,556

Shareholders' equity:
Preferred stock, $.01 par value, 5,000,000 shares authorized,
none issued.................................................. -- --
Common stock:
Class A, $.01 par value, 13,219,370 and 12,734,286 shares
issued and outstanding, respectively....................... 132,074 127,343
Class B, $.01 par value, 636,202 shares issued and
outstanding................................................ 6,362 6,362
Additional paid-in capital....................................... 67,888,801 60,183,370
Retained earnings................................................ 8,783,688 8,741,706
----------- -----------
76,810,925 69,058,781
----------- -----------
Total liabilities and shareholders' equity................. $180,932,410 $145,484,619
----------- -----------
----------- -----------
</TABLE>

See notes to consolidated financial statements.

F-2
<PAGE>
NORTHLAND CRANBERRIES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS

YEARS ENDED AUGUST 31, 1997 AND 1996, MARCH 31, 1995
AND FIVE-MONTH TRANSITION PERIOD ENDED AUGUST 31, 1995

<TABLE>
<CAPTION>
YEARS ENDED FIVE MONTHS
---------------------------- ENDED YEAR ENDED
AUGUST 31, AUGUST 31, AUGUST 31, MARCH 31,
1997 1996 1995 1995
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Revenues............................................. $ 47,374,827 $ 37,607,845 $ 890,397 $ 21,783,966
Cost of sales........................................ 23,170,154 16,516,785 1,400,611 13,057,275
------------- ------------- ------------- -------------
Gross profit (loss).................................. 24,204,673 21,091,060 (510,214) 8,726,691
Costs and expenses:
Selling, general and administrative................ 15,963,109 7,020,416 1,907,841 2,439,978
Interest........................................... 4,493,104 2,657,067 1,919,544 3,654,006
------------- ------------- ------------- -------------
Total costs and expenses....................... 20,456,213 9,677,483 3,827,385 6,093,984
------------- ------------- ------------- -------------
Income (loss) before income taxes and cumulative
effect of change in accounting method.............. 3,748,460 11,413,577 (4,337,599) 2,632,707
Income taxes (benefit)............................... 1,516,000 4,509,000 (1,689,000) 1,051,000
------------- ------------- ------------- -------------
Income (loss) before cumulative effect of change in
accounting method.................................. 2,232,460 6,904,577 (2,648,599) 1,581,707
Cumulative effect of change in accounting method (net
of taxes of $806,000).............................. -- -- 1,249,469 --
------------- ------------- ------------- -------------
Net income (loss).................................... $ 2,232,460 $ 6,904,577 $ (1,399,130) $ 1,581,707
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
Net income (loss) per share--basic:
Income (loss) before cumulative effect of change in
accounting method................................ $ 0.16 $ 0.52 $ (0.28) $ 0.18
Cumulative effect of change in accounting method... -- -- 0.13 --
------------- ------------- ------------- -------------
Net income (loss) per share--basic................... $ 0.16 $ 0.52 $ (0.15) $ 0.18
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
Net income (loss) per share--diluted:
Income (loss) before cumulative effect of change in
accounting method................................ $ 0.16 $ 0.50 $ (0.28) $ 0.18
Cumulative effect of change in accounting method... -- -- 0.13 --
------------- ------------- ------------- -------------
Net income (loss) per share--diluted................. $ 0.16 $ 0.50 $ (0.15) $ 0.18
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
Shares used in computing net income (loss) per share:
Basic.............................................. 13,736,906 13,311,004 9,128,016 8,586,869
Diluted............................................ 14,308,845 13,927,820 9,393,656 8,890,850
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
</TABLE>

See notes to consolidated financial statements.

F-3
<PAGE>
NORTHLAND CRANBERRIES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

YEARS ENDED AUGUST 31, 1997 AND 1996, MARCH 31, 1995
AND FIVE-MONTH TRANSITION PERIOD ENDED AUGUST 31, 1995

<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL
--------------------- PAID-IN RETAINED TREASURY
CLASS A CLASS B CAPITAL EARNINGS STOCK
---------- --------- ------------- ------------- ---------
<S> <C> <C> <C> <C> <C>
Balances, April 1, 1994............................ $ 39,370 $ 3,181 $ 27,799,231 $ 5,287,208 $ (3,438)
Common stock issued for acquisition of cranberry
marshes (62,500 shares)........................ 625 -- 986,874 -- --
Stock options exercised.......................... 111 -- 82,084 -- 3,438
Tax benefit from exercise of stock options....... -- -- 39,404 -- --
Cash dividends paid:
$.14 per Class A share......................... -- -- -- (1,112,324) --
$.1272 per Class B share....................... -- -- -- (80,924) --
Net income....................................... -- -- -- 1,581,707 --
---------- --------- ------------- ------------- ---------
Balances, March 31, 1995........................... 40,106 3,181 28,907,593 5,675,667 --

Net proceeds from common stock offering
(2,000,000 shares)............................. 20,000 -- 26,381,133 -- --
Cash dividends paid:
$.06 per Class A share......................... -- -- -- (481,274) --
$.05455 per Class B share...................... -- -- -- (34,705) --
Net loss......................................... -- -- -- (1,399,130) --
---------- --------- ------------- ------------- ---------
Balances, August 31, 1995........................ 60,106 3,181 55,288,726 3,760,558

Net proceeds from common stock offering (300,000
shares)........................................ 3,000 -- 4,013,192 -- --
Common stock issued for acquisition of cranberry
marsh (16,807 shares).......................... 168 -- 399,832 -- --
Common stock issued for cranberries purchased
(29,443 shares)................................ 294 -- 417,796 -- --
Stock options exercised.......................... 103 -- 76,297 -- --
Tax benefit from exercise of stock options....... -- -- 54,380 -- --
Effect of two-for-one stock split................ 63,672 3,181 (66,853) -- --
Cash dividends paid:
$.145 per Class A share........................ -- -- -- (1,839,610) --
$.13175 per Class B share...................... -- -- -- (83,819) --
Net income....................................... -- -- -- 6,904,577 --
---------- --------- ------------- ------------- ---------
Balances, August 31, 1996.......................... 127,343 6,362 60,183,370 8,741,706 --

Common stock issued for acquisition of cranberry
marshes (269,014 shares)....................... 2,690 -- 5,166,930 -- --
Stock options exercised.......................... 2,041 -- 1,544,984 -- --
Tax benefit from exercise of stock options....... -- -- 993,517 -- --
Cash dividends paid:
$.16 per Class A share......................... -- -- -- (2,097,949) --
$.14544 per Class B share...................... -- -- -- (92,529) --
Net income....................................... -- -- -- 2,232,460 --
---------- --------- ------------- ------------- ---------
Balances, August 31, 1997.......................... $ 132,074 $ 6,362 $ 67,888,801 $ 8,783,688 $
---------- --------- ------------- ------------- ---------
---------- --------- ------------- ------------- ---------
</TABLE>

See notes to consolidated financial statements.

F-4
<PAGE>
NORTHLAND CRANBERRIES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED AUGUST 31, 1997 AND 1996, MARCH 31, 1995
AND FIVE-MONTH TRANSITION PERIOD ENDED AUGUST 31, 1995

<TABLE>
<CAPTION>
YEARS ENDED FIVE MONTHS
---------------------------- ENDED YEAR ENDED
AUGUST 31, AUGUST 31, AUGUST 31, MARCH 31,
1997 1996 1995 1995
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Operating activities:
Net income (loss)................................... $ 2,232,460 $ 6,904,577 $ (1,399,130) $ 1,581,707
Cumulative effect of change in accounting method.... -- -- (1,249,469) --
Adjustments to reconcile net income (loss) to net
cash (used in) provided by operating activities:
Depreciation and amortization..................... 5,242,804 4,151,448 1,481,176 3,094,708
(Gain) loss on disposal of property and
equipment....................................... (5,059) (25,236) 4,839 (8,331)
Changes in assets and liabilities:
Receivables, prepaid expenses and other current
assets........................................ (5,157,839) (2,256,715) 1,807,428 (1,350,824)
Inventories..................................... (14,039,660) (4,715,542) (5,178,107) (445,206)
Accounts payable and accrued liabilities........ (423,990) 4,031,250 163,632 1,847,874
Deferred income taxes........................... 1,516,000 1,289,000 (883,000) 910,000
------------- ------------- ------------- -------------
Net cash (used in) provided by operating
activities.................................. (10,635,284) 9,378,782 (5,252,631) 5,629,928
------------- ------------- ------------- -------------
Investing activities:
Property and equipment additions.................... (8,812,293) (14,480,765) (5,827,245) (8,716,881)
Proceeds on disposals of property and equipment..... 108,841 152,065 40,229 65,695
Acquisitions of cranberry operations................ (6,765,513) (7,279,818) (4,485,112) (5,046,097)
Net decrease in investments......................... 1,259,548 1,259,548 -- 1,259,548
Other............................................... (26,415) (214,018) (66,507) (145,412)
------------- ------------- ------------- -------------
Net cash used for investing activities........ (14,235,832) (20,562,988) (10,338,635) (12,583,147)
------------- ------------- ------------- -------------
Financing activities:
Proceeds from long-term debt........................ 31,850,000 15,000,000 14,800,000 14,350,000
Payments on long-term debt.......................... (5,610,388) (6,053,365) (24,803,303) (6,626,409)
Dividends paid...................................... (2,190,478) (1,923,429) (515,978) (1,193,248)
Net proceeds from common stock offering............. -- 4,016,192 26,401,133 --
Exercise of stock options........................... 987,650 76,400 -- 85,633
Other............................................... (201,467) (25,819) (153,265) (89,638)
------------- ------------- ------------- -------------
Net cash provided by financing activities..... 24,835,317 11,089,979 15,728,587 6,526,338
------------- ------------- ------------- -------------
Net (decrease) increase in cash and cash equivalents.. (35,799) (94,227) 137,321 (426,881)
Cash and cash equivalents, beginning of period........ 266,467 360,694 223,373 650,254
------------- ------------- ------------- -------------
Cash and cash equivalents, end of period.............. $ 230,668 $ 266,467 $ 360,694 $ 223,373
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
Supplemental disclosure of cash flow information
Cash paid during the period for:
Interest (net of interest capitalized)............ $ 4,499,870 $ 2,716,788 $ 2,445,138 $ 3,323,440
Income taxes...................................... 525,000 2,768,000 -- 268,000
Supplemental disclosures of noncash investing and
financing activities (See Notes 5 and 7).
</TABLE>

See notes to consolidated financial statements.

F-5
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED AUGUST 31, 1997 AND 1996, MARCH 31, 1995
AND FIVE-MONTH TRANSITION PERIOD ENDED AUGUST 31, 1995

1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS--The business of Northland Cranberries, Inc. (the
"Company") consists principally of growing and selling cranberries and cranberry
products. In fiscal 1996 and 1995, the Company sold substantially all of its
crop harvested for processing to two independent fruit juice and sauce
processors for their packaging and resale as private label cranberry juice and
sauce, pursuant to contracts which expired on March 31, 1996. In 1993 the
Company first implemented its "from marsh to market" vertical integration
business strategy when it began selling its own Northland brand fresh
cranberries. In fiscal 1996 the Company continued to further this business
strategy with the introduction of its own Northland brand 100% cranberry juice
blends. The Company's vertical integration business strategy includes marketing
and selling frozen fruit, cranberry concentrate and processed branded and
private label cranberry products. The Company sells its products throughout the
United States, although it also sells fresh fruit and cranberry concentrate in
Europe.

PRINCIPLES OF CONSOLIDATION--The consolidated financial statements include
the accounts of the Company and its wholly-owned subsidiary, Wildhawk, Inc.
("Wildhawk"). Wildhawk provides chemicals, fertilizers and crop management
services to cranberry growers. All significant intercompany accounts and
transactions have been eliminated in consolidation.

CASH EQUIVALENTS--Cash equivalents include amounts due from banks and highly
liquid debt instruments purchased with maturities of three months or less.

INVENTORIES--Inventories, which primarily consist of cranberries, juice,
concentrates, packaging supplies, fertilizer and chemical products and deferred
crop costs, are stated at the lower of cost or market. Deferred crop costs
consist of those costs related to the growing of the crop which will be
harvested in the following fiscal year (see also Note 2). Inventories are stated
at lower of cost or market using the first-in, first-out (FIFO) method.

PROPERTY AND EQUIPMENT--Property and equipment are stated at cost, less
depreciation and amortization computed on the straight-line method over the
estimated useful lives. The costs related to the development of new productive
cranberry beds are capitalized during the development period until commercial
production is achieved (generally the fifth growing season after planting).
Amounts included in construction in progress include construction costs of beds,
dikes and ditches, irrigation systems and costs associated with vine clippings
planted. In addition, during the development period, certain direct and indirect
operating costs are capitalized in construction in progress. The estimated
useful lives are 30-40 years for buildings, land improvements, cranberry vines,
bulkheads and irrigation equipment, and 5-10 years for other depreciable assets.

GOODWILL--Goodwill is amortized using the straight-line method over 40
years. Accumulated amortization at August 31, 1997 and 1996 was $220,668 and
$196,968, respectively. The Company assesses the carrying value of goodwill at
each balance sheet date. Consistent with Statement of Financial Accounting
Standard ("SFAS") No. 121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to be Disposed of," such assessments include, as
appropriate, a comparison of the estimated future nondiscounted cash flows
anticipated to be generated during the remaining amortization period of the
goodwill to the net carrying value of goodwill. The Company recognizes
diminution in value of goodwill, if any, on a current basis.

F-6
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED AUGUST 31, 1997 AND 1996, MARCH 31, 1995
AND FIVE-MONTH TRANSITION PERIOD ENDED AUGUST 31, 1995

1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INCOME TAXES--The Company accounts for income taxes in accordance with
Statement of Financial Accounting Standards No. 109, "Accounting for Income
Taxes" which requires an asset and liability approach to financial accounting
and reporting for income taxes.

FAIR VALUE OF FINANCIAL INSTRUMENTS--The Company believes the carrying
amount of its financial instruments (cash and cash equivalents, accounts
receivable, accounts payable, and notes payable) is a reasonable estimate of the
fair value of these instruments.

REVENUES--The Company realizes revenues from six main sources: sales of
branded juice, concentrate, fresh fruit, frozen fruit, vine clippings sold to
other growers and fertilizer and chemical sales from Wildhawk to other growers.
In addition, the Company carries insurance against crop losses due to hail
damage and other perils.

NET INCOME (LOSS) PER SHARE--Basic net income (loss) per share is computed
by dividing net income (loss) by the weighted average number of common shares
outstanding. Diluted net income (loss) per share is computed by dividing net
income (loss) by the weighted average number of common shares outstanding
increased by the number of dilutive potential common shares based on the
treasury stock method. During fiscal 1998 the Company adopted statement of
Financial Accounting Standards No. 128 "Earnings Per Share" and accordingly all
net income (loss) per share amounts for all periods presented have been
restated.

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

RECLASSIFICATIONS--Certain amounts previously reported have been
reclassified to conform with the current presentation.

ACCOUNTING STANDARDS TO BE ADOPTED--In 1997, the Financial Accounting
Standards Board issued Statement of Financial Accounting Standards (SFAS) No.
129, "Disclosure of Information about Capital Structure;" SFAS No. 130,
"Reporting Comprehensive Income;" SFAS No. 131, "Disclosures about Segments of
an Enterprise and Related Information." The Company is currently in the process
of evaluating the accounting and disclosure effects of these Statements.

2. CHANGE IN ACCOUNTING METHOD

Effective April 1, 1995, the Company changed its method of deferring crop
growing costs to conform with the provisions of Statement of Position 85-3
"Accounting by Agricultural Producers and Agricultural Cooperatives" which had
not been previously adopted by the Company. This change was made to defer crop
growing costs based on a November 1 to October 31 crop year, which management
believes is its natural crop year. Historically, the Company had deferred
certain crop costs based on a crop year of April 1 through October 31. This
change resulted in an increase in net income for the five months ended August
31, 1995 of $1,249,000 (net of income taxes of $806,000), reflecting the
cumulative effect of this change for periods prior to April 1, 1995. The pro
forma effects for the year ended March 31, 1995,

F-7
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED AUGUST 31, 1997 AND 1996, MARCH 31, 1995
AND FIVE-MONTH TRANSITION PERIOD ENDED AUGUST 31, 1995

2. CHANGE IN ACCOUNTING METHOD (CONTINUED)
assuming the change had been in effect throughout the year, would have been to
increase net income by $195,000, or $0.02 per share.

3. CHANGE IN FISCAL YEAR

The Company changed its fiscal year end from March 31 to August 31 in order
to correspond the Company's fiscal year with the new annual business cycle
resulting from the implementation of its strategy to begin marketing and selling
value-added processed consumer cranberry products. This change in fiscal year
end also better matches the costs and expenses associated with growing each
year's crop with the expected revenues to be generated from the sales of the
consumer products produced from such crop.

4. STOCK SPLIT

On June 26, 1996, the Company's Board of Directors authorized a two-for-one
stock split effected in the form of a 100% stock dividend distributed on
September 3, 1996 to shareholders of record on August 15, 1996. Shareholders'
equity has been adjusted by reclassifying from additional paid-in capital to
common stock the par value of the additional shares arising from the split. In
addition, all references in the financial statements to per share amounts, stock
option data and market prices of the Company's stock have been restated.

5. ACQUISITIONS

On September 13, 1994, the Company acquired three productive cranberry bogs
and certain of the associated assets of Yellow River Cranberry Company and Wolfe
Cranberry Company for $18,000,000 plus 62,500 shares of Class A Common Stock.
The purchase price was paid through the delivery of $5,000,000 cash and 62,500
shares of Class A Common Stock upon closing and the issuance of $13,000,000 in
promissory notes. The promissory notes were fully paid as of August 31, 1996.

On June 6, 1995, the Company purchased two productive cranberry bogs and
certain of the associated assets of United Cape Cod Cranberry Limited
Partnership for $14,706,000. The purchase price was paid in cash. The Company
had leased this property from September 13, 1993 until the date of purchase.

On March 15, 1996, the Company acquired the productive cranberry bog and
certain of the associated assets of Mariposa II Cranberries for $3,050,000. The
purchase price was paid through the delivery of $2,050,000 cash and the issuance
of a $1,000,000 promissory note. This promissory note was paid during June 1996.

On July 8, 1996, the Company acquired the productive cranberry bog and
certain of the associated assets of the Koller Cranberry Company for $4,900,000.
The purchase price was paid through the delivery of $4,400,000 cash and 16,807
shares of Class A Common Stock.

On September 27, 1996, the Company acquired the productive cranberry bog and
certain of the associated assets of John E. McFarland & Sons, Inc. for
$7,850,000. The purchase price was paid through the delivery of $4,850,000 cash
and 169,014 shares of Class A Common Stock.

On December 30, 1996, the Company acquired the productive cranberry bog and
certain of the associated assets of Vanatta Cranberry Company LLC for
$4,350,000. The purchase price was paid through the delivery of $2,175,000 cash
and 100,000 shares of Class A Common Stock.

F-8
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED AUGUST 31, 1997 AND 1996, MARCH 31, 1995
AND FIVE-MONTH TRANSITION PERIOD ENDED AUGUST 31, 1995

5. ACQUISITIONS (CONTINUED)
The acquisitions were recorded using the purchase method of accounting and,
accordingly, the results of operations of the acquired businesses are included
in the statements of operations from the date of acquisition. The pro forma
effects, assuming the fiscal 1997 acquisitions had occurred on September 1,
1995, were not significant.

6. INVENTORIES

Inventories at August 31, 1997 and 1996 were as follows:

<TABLE>
<CAPTION>
1997 1996
------------- -------------
<S> <C> <C>
Raw materials.................................................. $ 6,274,305 $ 1,692,403
Finished goods................................................. 9,001,810 1,399,335
Deferred crop costs............................................ 11,177,972 9,322,688
------------- -------------
26,454,087 $ 12,414,426
------------- -------------
------------- -------------
</TABLE>

7. PROPERTY AND EQUIPMENT

Property and equipment at August 31, 1997 and 1996 were as follows:

<TABLE>
<CAPTION>
1997 1996
-------------- --------------
<S> <C> <C>
Land......................................................... $ 7,548,486 $ 7,351,596
Land improvements............................................ 14,709,554 12,346,400
Cranberry vines, bulkheads and irrigation equipment.......... 72,153,272 59,607,337
Buildings and improvements................................... 17,627,758 12,986,763
Equipment and vehicles....................................... 33,428,680 23,727,102
Construction in progress..................................... 16,397,639 25,079,393
-------------- --------------
161,865,389 141,098,591

Less accumulated depreciation and amortization............... 23,592,348 18,609,490
-------------- --------------
$ 138,273,041 $ 122,489,101
-------------- --------------
-------------- --------------
</TABLE>

The Company capitalized $1,398,092, $1,531,405, $557,065 and $1,065,164 of
interest for the years ended August 31, 1997 and 1996, five-month transition
period ended August 31, 1995, and the year ended March 31, 1995, respectively.

F-9
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED AUGUST 31, 1997 AND 1996, MARCH 31, 1995
AND FIVE-MONTH TRANSITION PERIOD ENDED AUGUST 31, 1995

8. INVESTMENTS AND OTHER ASSETS

Investments and other assets at August 31, 1997 and 1996 were as follows:

<TABLE>
<CAPTION>
1997 1996
------------ ------------
<S> <C> <C>
Investments....................................................... $ -- $ 1,259,548
Leasehold interests, net.......................................... 1,039,395 1,197,277
Goodwill, net..................................................... 734,010 757,710
Other............................................................. 1,195,229 1,163,486
------------ ------------
$ 2,968,634 $ 4,378,021
------------ ------------
------------ ------------
</TABLE>

On August 31, 1993, the Company terminated its membership in the Ocean Spray
marketing cooperative. Upon termination, Ocean Spray common stock held by the
Company was converted into Ocean Spray 4% preferred stock of equal value and
both the preferred stock and notices of allocation are being redeemed over a
five-year period. Remaining payments of $1,259,548 will be received in fiscal
1998.

9. ACCRUED LIABILITIES

Accrued liabilities at August 31, 1997 and 1996 were as follows:

<TABLE>
<CAPTION>
1997 1996
------------ ------------
<S> <C> <C>
Compensation and other employee benefits.......................... $ 1,038,134 $ 2,870,565
Property taxes.................................................... 469,832 518,181
Interest.......................................................... 331,828 338,594
Commissions....................................................... 320,733 59,678
Income taxes...................................................... 181,976 338,332
Other............................................................. 1,749,158 1,789,072
------------ ------------
$ 4,091,661 $ 5,914,422
------------ ------------
------------ ------------
</TABLE>

F-10
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED AUGUST 31, 1997 AND 1996, MARCH 31, 1995
AND FIVE-MONTH TRANSITION PERIOD ENDED AUGUST 31, 1995

10. NOTES PAYABLE AND LONG-TERM OBLIGATIONS

Long-term debt at August 31, 1997 and 1996 was as follows:

<TABLE>
<CAPTION>
1997 1996
------------- -------------
<S> <C> <C>
Credit agreement with a bank:
Revolving credit facility.................................... $ 41,500,000 $ 10,050,000
Acquisition credit facility.................................. 7,950,000 9,600,000
Term loan.................................................... 8,400,000 9,450,000
Term loan.................................................... 2,760,000 3,680,000
Term loan.................................................... 3,428,000 4,000,000
Term loan payable to insurance company with interest at
8.69%........................................................ 13,641,173 14,267,752
Term loan payable to insurance company with interest at
7.85%........................................................ 9,098,534 9,490,343
------------- -------------
86,777,707 60,538,095
Less current portion........................................... 3,647,000 3,560,000
------------- -------------
$ 83,130,707 $ 56,978,095
------------- -------------
------------- -------------
</TABLE>

On August 31, 1994, the Company entered into a credit agreement with a bank,
which was subsequently amended on June 7, 1995, November 4, 1996 and October 3,
1997, and provides for a secured revolving credit facility of $75,000,000 and
three secured term credit facilities in the amounts of $4,600,000, $4,000,000
and $10,500,000. The revolving credit facility terminates on December 31, 2000.
However, the Company may request annual extensions. If the Company does not
extend the termination date of the revolving credit facility, all amounts
outstanding under the term loans become payable on the revolving credit facility
termination date. Interest on amounts outstanding under the revolving credit
facility is payable at the bank's domestic rate, the bank's offered rate, or an
adjusted LIBOR rate plus an applicable rate margin, at the option of the
Company. Interest on amounts outstanding under the secured term credit
facilities and secured acquisition credit facility is payable at the bank's
domestic rate, the bank's offered rate, or an adjusted LIBOR rate plus an
applicable rate margin, at the option of the Company. Amounts outstanding under
the first and third secured term credit facilities are due in semi-annual
payments of $460,000 and $525,000, respectively. Amounts outstanding under the
second secured term credit facility are due in semi-annual payments of $286,000
and a final payment of $1,998,000. The Company must pay a commitment fee on the
average daily unused amount of the revolving credit facility.

The amount of unused available borrowings under the amended credit
facilities was $25,550,000 at August 31, 1997.

The 8.69% term loan with an insurance company is payable in semi-annual
installments of $926,562, including interest, through July 1, 2004. The interest
rate will be adjusted in fiscal year 1999, as determined by the insurance
company, but the adjusted rate will not exceed 2.25% over the then five-year
treasury bond yield.

The 7.85% term loan with an insurance company is payable in semi-annual
installments of $564,630, including interest, through August 1, 2008. The
interest rate will be adjusted in fiscal years 1998 and 2003,

F-11
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED AUGUST 31, 1997 AND 1996, MARCH 31, 1995
AND FIVE-MONTH TRANSITION PERIOD ENDED AUGUST 31, 1995

10. NOTES PAYABLE AND LONG-TERM OBLIGATIONS (CONTINUED)
as determined by the insurance company, but the adjusted rate will not exceed
2.25% over the then five-year treasury bond yield.

Substantially all assets of the Company are pledged as collateral for its
borrowings. The Company's loan agreements require, among other things, that the
Company maintain a certain level of shareholders' equity, ($73,000,000 at August
31, 1997), debt-to-equity ratio and "fixed charge coverage ratio," as defined.
In addition, the agreements place restrictions on the repurchase of stock and do
not allow total cash dividend payments or other distributions, as defined, to
exceed $.04 per Class A share during each quarter in fiscal 1998 and in any
fiscal year thereafter to exceed 50% of the Company's net income for such fiscal
year.

The aggregate scheduled future maturities of long-term obligations for the
next five fiscal years ending August 31 are as follows:

<TABLE>
<S> <C>
1998........................................................... $3,647,000
1999........................................................... 3,742,000
2000........................................................... 10,806,000
2001........................................................... 50,864,000
2002........................................................... 1,535,000
Thereafter..................................................... 16,183,707
----------
$86,777,707
----------
----------
</TABLE>

11. SHAREHOLDERS' EQUITY

The Company is authorized to issue 5,000,000 shares of preferred stock with
a par value of $.01.

The authorized common stock of the Company consists of 60,000,000 shares of
Class A Common Stock and 4,000,000 shares of Class B Common Stock. Outstanding
Class B shares are convertible into Class A shares on a one-for-one basis at any
time. The shares of Class A Common Stock are entitled to one vote per share and
the shares of Class B Common Stock are entitled to three votes per share.
Holders of Class A Common Stock are entitled to receive cash dividends equal to
at least 110% of any cash dividends paid on the shares of Class B Common Stock.
However, cash dividends may be paid on Class A Common Stock without a concurrent
cash dividend being paid on the Class B Common Stock. If at any time the
outstanding shares of Class B Common Stock fall below 2% of the outstanding
shares of Class A Common Stock, they will be automatically converted into Class
A Common Stock.

In August 1995, the Company issued 2,000,000 shares of Class A Common Stock
through a public offering, resulting in net proceeds of approximately
$26,401,000. The Company issued an additional 300,000 shares of Class A Common
Stock in September 1995 pursuant to the Underwriters exercise of its
over-allotment option granted in connection with the August public stock
offering, resulting in net proceeds of approximately $4,016,000.

On July 22, 1996, the Company filed a Form S-4 Registration Statement
("shelf registration") with the Securities and Exchange Commission. The
Registration Statement covers up to 1,000,000 shares of Class A Common Stock of
the Company which may be issued from time to time in connection with
acquisitions by the Company of businesses or properties, or interests therein.

F-12
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED AUGUST 31, 1997 AND 1996, MARCH 31, 1995
AND FIVE-MONTH TRANSITION PERIOD ENDED AUGUST 31, 1995

11. SHAREHOLDERS' EQUITY (CONTINUED)

At August 31, 1997, 2,822,720 shares of Class A Common Stock were reserved
for issuance under the Company's stock option plans, conversion of Class B
Common Stock to Class A Common Stock and the shelf registration.

12. STOCK OPTIONS

In 1987, the Company adopted the 1987 Stock Option Plan (the "1987 Plan"),
which provides for the issuance of 275,000 shares of Class A Common Stock
options to certain executive officers and key employees. Stock options granted
under the 1987 Plan are exercisable at a price equal to market value on the date
of grant for a period determined by the Board of Directors, not to exceed 10
years.

In fiscal 1990, the Company adopted the 1989 Stock Option Plan (the "1989
Plan"), which provides for the issuance of 600,000 shares of Class A Common
Stock options to key employees and directors of the Company. Stock options
granted under the 1989 Plan are exercisable at a price established by the Board
of Directors, which shall not be less than 85% of the market value on the date
of grant for a period determined by the Board of Directors, not to exceed 10
years.

During the five-month transition period ended August 31, 1995, the Company
adopted the 1995 Stock Option Plan (the "1995 Plan"), which provides for the
issuance of 800,000 shares of Class A Common Stock to key employees and
non-employee directors of the Company. Stock options granted under the 1995 Plan
are exercisable at a price established by the Compensation and Stock Option
Committee, which shall not be less than 100% of the fair market value on the
date of grant for a period determined by the Compensation and Stock Option
Committee, not to exceed 10 years.

<TABLE>
<CAPTION>
NUMBER OF WEIGHTED AVERAGE
PRICE RANGE SHARES EXERCISE PRICE
----------------- ---------- -----------------
<S> <C> <C> <C>
Outstanding at April 1, 1994.................................... $ 2.63 - $ 9.38 680,284 $ 4.42
Granted....................................................... 7.75 - 8.75 97,034 8.70
Exercised..................................................... 2.63 - 7.38 (23,260) 3.68
Cancelled..................................................... 2.63 - 8.63 (9,772) 4.75
----------------- ---------- ------
Outstanding at March 31, 1995................................... 2.63 - 9.38 744,286 4.99
Granted....................................................... 7.25 - 7.25 85,000 7.25
Cancelled..................................................... 3.13 - 8.63 (5,234) 5.97
----------------- ---------- ------
Outstanding at August 31, 1995.................................. 2.63 - 9.38 824,052 5.22
Granted....................................................... 10.88 - 17.75 273,662 10.95
Exercised..................................................... 2.63 - 8.75 (20,560) 3.72
Cancelled..................................................... 3.88 - 8.75 (8,000) 6.96
----------------- ---------- ------
Outstanding at August 31, 1996.................................. 2.63 - 17.75 1,069,154 6.70
Granted....................................................... 12.94 - 18.50 61,500 17.48
Exercised..................................................... 3.75 - 10.88 (204,070) 4.84
Cancelled..................................................... 7.25 - 18.50 (10,800) 12.56
----------------- ---------- ------
Outstanding at August 31, 1997.................................. $ 2.63 - $18.50 915,784 $ 7.77
----------------- ---------- ------
----------------- ---------- ------
Shares exercisable at August 31, 1997........................... $ 2.63 - $17.75 826,484 $ 7.12
----------------- ---------- ------
----------------- ---------- ------
Available for grant after August 31, 1997....................... 489,748
----------
----------
</TABLE>

F-13
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED AUGUST 31, 1997 AND 1996, MARCH 31, 1995
AND FIVE-MONTH TRANSITION PERIOD ENDED AUGUST 31, 1995

12. STOCK OPTIONS (CONTINUED)
The following table summarizes information about stock options outstanding
at August 31, 1997:

<TABLE>
<CAPTION>
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
---------------------------- -------------------------
SHARES WEIGHTED SHARES
OUTSTANDING AVERAGE WEIGHTED EXERCISABLE WEIGHTED
AT AUGUST REMAINING AVERAGE AT AUGUST AVERAGE
RANGE OF 31, CONTRACTUAL EXERCISE 31, EXERCISE
EXERCISE PRICES 1997 LIFE-YEARS PRICE 1997 PRICE
- ----------------- ------------ --------------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C>
$2.63 - $ 6.00... 398,150 3.2 $ 4.06 392,150 $ 4.04
6.01 - 10.00.. 194,472 6.3 8.09 169,472 8.12
10.01 - 18.50.. 323,162 8.2 12.15 264,862 11.02
- ----------------- --
------------ ----------- ------------ -----------
$2.63 - $18.50... 915,784 5.6 $ 7.77 826,484 $ 7.12
- ----------------- --
- ----------------- --
------------ ----------- ------------ -----------
------------ ----------- ------------ -----------
</TABLE>

In Fiscal 1997, the Company adopted the disclosure requirements of Statement
of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" (SFAS 123). The Company has elected to continue to follow the
provisions of Accounting Principles Board No. 25, "Accounting for Stock Issued
to Employees" and its related interpretations; accordingly, no compensation cost
has been reflected in the financial statements for its stock option plan. Had
compensation cost for the Company's stock option plan been determined based on
the fair value at the grant dates for awards under those plans consistent with
the method of SFAS 123, the Company's net income and net income per share would
have been reduced to the pro forma amounts indicated below (in thousands, except
per share amounts):

<TABLE>
<CAPTION>
1997 1996
------------ ------------
<S> <C> <C>
Net Income:
As reported..................................................... $ 2,232,000 $ 6,905,000
Pro forma....................................................... $ 2,124,000 $ 6,037,000

Net Income per share--diluted:
As reported..................................................... $ 0.16 $ 0.50
Pro forma....................................................... $ 0.15 $ 0.44
</TABLE>

For the purpose of these disclosures, the fair value of each option granted
was estimated on the date of grant using the Black-Scholes option pricing model
with the following weighted average assumptions: expected volatility of 34.2%;
risk-free interest rate of 6.2%; 0.93% dividend rate during the expected term;
and an expected life of 9 years.

F-14
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED AUGUST 31, 1997 AND 1996, MARCH 31, 1995
AND FIVE-MONTH TRANSITION PERIOD ENDED AUGUST 31, 1995

13. INCOME TAXES

The provision for income taxes is as follows:

<TABLE>
<CAPTION>
AUGUST 31, AUGUST 31, AUGUST 31, MARCH 31,
1997 1996 1995 1995
------------ ------------ ------------- ------------
<S> <C> <C> <C> <C>
Currently payable:
Federal............................ $ -- $ 2,997,000 $ -- $ 141,000
State.............................. -- 223,000 -- --
------------ ------------ ------------- ------------
-- 3,220,000 -- 141,000

Deferred:
Federal............................ 1,274,000 944,000 (1,368,000) 721,000
State.............................. 242,000 345,000 (321,000) 189,000
------------ ------------ ------------- ------------
1,516,000 1,289,000 (1,689,000) 910,000
------------ ------------ ------------- ------------
$ 1,516,000 $ 4,509,000 $ (1,689,000) $ 1,051,000
------------ ------------ ------------- ------------
------------ ------------ ------------- ------------
</TABLE>

The tax effects of temporary differences that give rise to significant
portions of deferred tax assets and liabilities as of August 31, 1997 and 1996
consist of the following:

<TABLE>
<CAPTION>
1997 1996
------------ -------------
<S> <C> <C>
Deferred tax assets:
Tax loss carryforwards......................................... $ 2,979,000 $ 955,000
AMT tax credits and other carryforwards........................ 3,552,000 3,676,000
------------ -------------
6,531,000 4,631,000
------------ -------------
Deferred tax liabilities:
Cranberry sales................................................ 299,000 459,000
Depreciation and amortization.................................. 12,642,000 10,429,000
------------ -------------
12,941,000 10,888,000
------------ -------------
Net deferred tax liability....................................... $ 6,410,000 $ 6,257,000
------------ -------------
------------ -------------
</TABLE>

At August 31, 1997, the Company has net operating loss carryforwards for
Federal income tax purposes of approximately $7,597,000, which expire at various
dates through 2012.

A reconciliation of the Federal statutory income tax rate to the effective
income tax rate is as follows:

<TABLE>
<CAPTION>
AUGUST 31, AUGUST 31, AUGUST 31, MARCH 31,
1997 1996 1995 1995
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Statutory tax rate............................ 34.0% 34.0% 34.0% 34.0%
State income taxes, net of Federal tax
benefit..................................... 5.2 5.2 5.2 5.3
Other, net.................................... 1.2 0.3 (0.3) 0.6
--- --- --- ---
Effective tax rate............................ 40.4% 39.5% 38.9% 39.9%
--- --- --- ---
--- --- --- ---
</TABLE>

F-15
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED AUGUST 31, 1997 AND 1996, MARCH 31, 1995
AND FIVE-MONTH TRANSITION PERIOD ENDED AUGUST 31, 1995

14. LEASE COMMITMENTS

On April 10, 1990, the Company acquired leasehold interests in two cranberry
marshes in Nantucket, Massachusetts. On March 31, 1994, the Company entered into
an agreement which extended the original lease term through November 30, 2003.
The unamortized cost of the leasehold interests are being amortized over the
extended lease term on a straight-line basis. Accumulated amortization of the
leasehold interests at August 31, 1997 and 1996 was $1,167,726 and $1,009,843,
respectively. Rental payments are based on 20 percent of gross cash receipts
from agricultural production, subject to certain minimums which are dependent
upon the state-wide average crop yield. Rent expense for the years ended August
31, 1997 and 1996, five-month transition period ended August 31, 1995, and the
year ended March 31, 1995 was $262,796 and $261,166, $0 and $338,984,
respectively.

On September 5, 1991 the Company entered into a net lease with Equitable
Life Assurance Society of the United States ("Equitable") for Cranberry Hills
cranberry marsh, which Equitable purchased on May 3, 1991 from Cranberry Hills
Partnership ("Cranberry Hills"), a partnership controlled by the Company's CEO
and two former directors. The lease, which expires December 31, 2000, provides
for rent payments of $284,625 in year one and increasing to $380,875 in year
nine with a final payment of $214,906 on June 1, 2000. The lease grants the
Company a right of first refusal to purchase the leased premises or to renew the
lease on terms Equitable is prepared to accept from a bona fide third party. The
purchase agreement also provides for payments to Cranberry Hills of 25% of the
premises income, if any, during the term of the lease with Equitable. The amount
expensed in fiscal 1997 and 1996, the five-month transition period ending August
31, 1995 and fiscal 1995 was $85,598, $64,079, $0 and $8,973, respectively.

The future minimum annual payments on noncancelable operating lease
agreements for the next three fiscal years ending August 31 are as follows:

The above table does not include any amounts for potential minimum payments
under the Nantucket leasehold interest described above, because such amounts, if
any, are not presently determinable.

15. SUPPLY CONTRACTS

The Company has entered into multiple-year crop purchase contracts, with 27
independent cranberry growers pursuant to which the Company has contracted to
purchase all of the cranberry crop produced on 1,557 planted acres owned by
these growers.

16. 401(k) RETIREMENT PLAN

Effective January 1, 1996, the Company established a 401(k) savings plan
that covers substantially all full-time employees. The Company contributes
amounts based on employee contributions under this plan. The cost of the
Company's contributions to this plan for fiscal 1997 and 1996 was $126,867 and
$63,182, respectively.

F-16
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED AUGUST 31, 1997 AND 1996, MARCH 31, 1995
AND FIVE-MONTH TRANSITION PERIOD ENDED AUGUST 31, 1995

17. SIGNIFICANT CUSTOMERS

As discussed in Note 1, the Company had supply agreements to sell the
majority of its product to two independent fruit juice and sauce processors.
After delivery of the 1995 crop, these agreements expired.

In fiscal years 1997 and 1996, the Company had sales of approximately
$5,797,000 and $4,700,000, or 12.2% and 12.5%, respectively, of net sales to one
customer.

F-17
<PAGE>
NORTHLAND CRANBERRIES, INC. AND SUBSIDIARY

UNAUDITED CONSOLIDATED BALANCE SHEETS

FEBRUARY 28, 1998 AND AUGUST 31, 1997

<TABLE>
<CAPTION>
ASSETS
<S> <C> <C>
FEBRUARY
28, AUGUST 31,
1998 1997
----------- -----------
Current assets:
Cash and cash equivalents...................................... $ 206,983 $ 230,668
Accounts and notes receivable.................................. 16,490,707 6,995,595
Investments.................................................... -- 1,259,548
Inventories.................................................... 37,414,012 26,454,087
Prepaid expenses............................................... 2,760,639 1,715,351
Deferred income taxes.......................................... 3,035,486 3,035,486
----------- -----------
Total current assets......................................... 59,907,827 39,690,735

Property and equipment--at cost.................................. 166,123,631 161,865,389
Less accumulated depreciation.................................. 26,539,970 23,592,348
----------- -----------
Net property and equipment..................................... 139,583,661 138,273,041
Leasehold interests, net......................................... 960,453 1,039,395
Other............................................................ 2,096,931 1,929,239
----------- -----------
Total assets................................................. $202,548,872 $180,932,410
----------- -----------
----------- -----------

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
Accounts payable............................................... $ 5,013,248 $ 3,806,261
Accrued liabilities............................................ 7,352,909 4,091,661
Current portion of long-term obligations....................... 3,844,000 3,647,000
----------- -----------
Total current liabilities.................................... 16,210,157 11,544,922

Long-term obligations............................................ 100,783,842 83,130,707
Deferred income taxes............................................ 9,574,079 9,445,856
----------- -----------
Total liabilities............................................ 126,568,078 104,121,485

Shareholders' equity:
Preferred stock, $.01 par value, 5,000,000 shares authorized,
none issued.................................................. -- --
Common stock:
Class A, $.01 par value, 13,219,370 and 12,734,286 shares
issued and outstanding, respectively....................... 132,141 132,074
Class B, $.01 par value, 636,202 shares issued and
outstanding................................................ 6,362 6,362
Additional paid-in capital....................................... 67,945,969 67,888,801
Retained earnings................................................ 7,896,322 8,783,688
----------- -----------
75,980,794 76,810,925
----------- -----------
Total liabilities and shareholders' equity................... $202,548,872 $180,932,410
----------- -----------
----------- -----------
</TABLE>

See notes to unaudited consolidated financial statements.

F-18
<PAGE>
NORTHLAND CRANBERRIES, INC. AND SUBSIDIARY

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

SIX MONTHS ENDED FEBRUARY 28, 1998 AND 1997

<TABLE>
<CAPTION>
SIX MONTHS ENDED
FEBRUARY 28,
----------------------------
<S> <C> <C>
1998 1997
------------- -------------
Revenues........................................................................... $ 48,726,754 $ 24,433,489
Cost of sales...................................................................... 26,016,742 11,172,972
------------- -------------
Gross profit....................................................................... 22,710,012 13,260,517
Costs and expenses:
Selling, general and administrative.............................................. 18,975,651 6,334,579
Interest......................................................................... 3,341,583 1,909,505
------------- -------------
Total costs and expenses....................................................... 22,317,234 8,244,084
------------- -------------
Income before income taxes......................................................... 392,778 5,016,433
Income taxes....................................................................... 176,000 1,988,000
------------- -------------
Net income......................................................................... $ 216,778 $ 3,028,433
------------- -------------
------------- -------------
Basic income per share............................................................. $ 0.02 $ 0.22
------------- -------------
------------- -------------
Diluted income per share........................................................... $ 0.02 $ 0.21
------------- -------------
------------- -------------
</TABLE>

See notes to unaudited consolidated financial statements.

F-19
<PAGE>
NORTHLAND CRANBERRIES. INC. AND SUBSIDIARY

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

SIX MONTHS ENDED FEBRUARY 28, 1998 AND 1997

<TABLE>
<CAPTION>
SIX MONTHS ENDED
FEBRUARY 28,
----------------------------
<S> <C> <C>
1998 1997
------------- -------------
Operating activities:
Net income........................................................................ $ 216,778 $ 3,028,433
Adjustments to reconcile net income to net cash used for operating activities:
Depreciation and amortization................................................... 3,157,976 2,445,346
Changes in assets and liabilities:
Receivables and other current assets.......................................... (9,280,852) (6,159,051)
Inventories................................................................... (10,959,925) (7,133,246)
Accounts payable and accrued liabilities...................................... 4,468,235 1,223,877
Deferred income taxes......................................................... 128,223 1,601,839
------------- -------------
Net cash used for operating activities...................................... (12,269,565) (4,991,902)
------------- -------------
Investing activities:
Acquisitions of cranberry operations.............................................. 0 (6,765,513)
Property and equipment additions.................................................. (4,265,077) (5,271,051)
Investments....................................................................... 0 1,201,886
Other............................................................................. (118,951) (762,757)
------------- -------------
Net cash used for investing activities...................................... (4,384,028) (11,597,429)
------------- -------------
Financing activities:
Increase in debt.................................................................. 17,850,135 18,330,238
Dividends paid.................................................................... (1,104,144) (1,088,646)
Exercise of stock options......................................................... 57,235 732,000
Other............................................................................. (173,318) (169,582)
------------- -------------
Net cash provided by financing activities................................... 16,629,908 17,804,007
------------- -------------
Net (decrease) increase in cash and cash equivalents................................ (23,685) 1,214,676
Cash and cash equivalents, beginning of period...................................... 230,668 266,467
------------- -------------
Cash and cash equivalents, end of period.................................... $ 206,983 $ 1,481,143
------------- -------------
------------- -------------
Supplemental disclosure of cash flow information
Cash paid during the period for--
Interest (net of interest capitalized).......................................... $ 3,385,242 $ 1,918,765
</TABLE>

See notes to unaudited consolidated financial statements.

F-20
<PAGE>
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 BASIS OF PRESENTATION

The condensed consolidated financial statements included herein have been
prepared by the Company without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission. In the opinion of the Company, the
foregoing statements contain all adjustments necessary to present fairly the
financial position of the Company as of February 28, 1998, and its results of
operations and cash flows for the six-month period ended February 28, 1998 and
1997, respectively. The Company's consolidated balance sheet as of August 31,
1997 included herein has been taken from the Company's audited financial
statements of that date included in the Company's latest annual report.

Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been omitted pursuant to such rules and regulations, although the Company
believes that the disclosures are adequate to make the information presented not
misleading. It is suggested that these condensed financial statements can be
read in conjunction with the financial statements and the notes thereto included
in the Company's latest annual report.

The Company periodically reviews long-lived assets to assess recoverability
and impairments will be recognized in operating results if a permanent
diminution in value were to occur.

F-21
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Minot Food Packers, Inc.
Bridgeton, New Jersey

We have audited the accompanying balance sheet of Minot Food Packers, Inc.
as of June 30, 1997, and the related statements of income, stockholder's equity
and cash flows for the year 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 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 financial position of Minot Food Packers, Inc. as
of June 30, 1997, and the results of its operations and its cash flows for the
year then ended, in conformity with generally accepted accounting principles.

BDO SEIDMAN, LLP

Philadelphia, Pennsylvania
August 12, 1997,
except for Note 4, which is as of September 4, 1997,
and Note 5, which is as of October 28, 1997.

F-22
<PAGE>
MINOT FOOD PACKERS, INC.

BALANCE SHEET

JUNE 30, 1997

<TABLE>
<S> <C>
ASSETS (NOTES 4 AND 5)
Current assets
Accounts receivable
Trade, net of allowance for doubtful accounts of $105,612.................. $2,319,991
Related party (Note 9)..................................................... 119,750
Inventories (Note 1)......................................................... 7,305,334
Prepaid expenses and other current assets.................................... 89,907
----------
Total current assets..................................................... 9,834,982
----------
Property, plant and equipment, net (Note 2).................................. 8,804,124
----------
Other assets
Deferred costs, net of accumulated amortization of $267,988 (Note 3)....... 372,504
Deferred financing costs, net of accumulated amortization of $75,146....... 182,200
Cash surrender value of life insurance..................................... 17,853
----------
Total other assets....................................................... 572,557
----------
$19,211,663
----------
----------

LIABILITIES AND STOCKHOLDER'S EQUITY

Current liabilities
Note payable, bank (Note 4).................................................. $2,510,424
Checks issued against future deposits........................................ 1,028,354
Accounts payable............................................................. 3,328,679
Current maturities of long-term debt (Note 5)................................ 919,838
Current maturities of subordinated debt (Note 6)............................. 17,036
Accrued expenses............................................................. 635,912
----------
Total current liabilities.................................................. 8,440,243
----------
Other liabilities
Long-term debt, net of current maturities (Note 5)........................... 8,926,844
Subordinated debt, net of current maturities (Note 6)........................ 535,229
----------
Total other liabilities.................................................... 9,462,073
----------
Total liabilities.......................................................... 17,902,316
----------
Commitments (Notes 7 and 8)

Stockholder's equity
Common stock, no par value
Authorized 5,000 shares
Issued 2,440 shares........................................................ --
Additional paid-in capital................................................... 489,933
Retained earnings............................................................ 4,153,837
----------
4,643,770
Less treasury stock, at cost, 2,196.5 shares................................... (3,334,423)
----------
Total stockholder's equity............................................... 1,309,347
----------
$19,211,663
----------
----------
</TABLE>

See accompanying Independent Auditors' Report, summary of significant
accounting policies and notes to financial statements.

F-23
<PAGE>
MINOT FOOD PACKERS, INC.

STATEMENT OF INCOME

YEAR ENDED JUNE 30, 1997

<TABLE>
<S> <C>
Net sales (Note 10)............................................................ $41,454,067
Cost of products sold.......................................................... 33,709,956
----------
7,744,111
----------
Operating expenses
Selling...................................................................... 2,302,621
Brokerage.................................................................... 876,986
General and administrative................................................... 2,450,145
----------
Total operating expense........................................................ 5,629,752
----------
Income from operations......................................................... 2,114,359
----------
Other income (expense)
Interest expense............................................................. (1,131,461)
Miscellaneous income......................................................... 197,972
----------
Other (expense), net........................................................... (933,489)
----------
Net income..................................................................... $1,180,870
----------
----------
</TABLE>

See accompanying Independent Auditors' Report, summary of significant
accounting policies and notes to financial statements.

F-24
<PAGE>
MINOT FOOD PACKERS, INC.

STATEMENT OF STOCKHOLDER'S EQUITY

YEAR ENDED JUNE 30, 1997

<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL TREASURY
------------------------ PAID-IN RETAINED STOCK
SHARES AMOUNT CAPITAL EARNINGS AT COST
----------- ----------- ---------- ------------ -------------
<S> <C> <C> <C> <C> <C>
Balance, June 30, 1996................................ 2,440 $ -- $ 489,933 $ 2,972,967 $ (3,334,423)
Net Income............................................ -- -- 1,180,870 --
----- ----- ---------- ------------ -------------
Balance, June 30, 1997................................ 2,440 $ -- $ 489,933 $ 4,153,837 $ (3,334,423)
----- ----- ---------- ------------ -------------
----- ----- ---------- ------------ -------------
</TABLE>

See accompanying Independent Auditors' Report, summary of significant
accounting policies and notes to financial statements.

F-25
<PAGE>
MINOT FOOD PACKERS, INC.

STATEMENT OF CASH FLOWS

YEAR ENDED JUNE 30, 1997

<TABLE>
<S> <C>
Operating activities
Net income.................................................................... $1,180,870
Adjustments to reconcile net income to net cash provided by operating
activities
Depreciation and amortization............................................... 892,428
Amortization of intangibles................................................. 141,219
Provision for doubtful accounts............................................. (70,682)
Changes in operating assets and liabilities
(Increase) in accounts receivable............................................. (249,891)
(Increase) in inventories..................................................... (748,850)
(Increase) in accounts receivable, related party.............................. (119,750)
Decrease in prepaid expenses.................................................. 66,270
(Increase) in deferred costs.................................................. (21,701)
(Decrease) in accounts payable................................................ (1,330,722)
Increase in accrued expenses.................................................. 46,401
Increase in checks issued against future deposits............................. 895,263
----------
Net cash provided by operating activities....................................... 680,855
----------
Investing activities
Purchases of property, plant and equipment.................................... (804,377)
Increase in cash surrender value of life insurance............................ (2,055)
----------
Net cash (used in) investing activities......................................... (806,432)
----------
Financing activities
Advances on note payable, bank................................................ 38,665,933
Repayments of note payable, bank.............................................. (38,155,508)
Principal payments on long-term debt.......................................... (370,480)
Principal payments on subordinated debt....................................... (14,368)
----------
Net cash provided by financing activities....................................... 125,577
----------
Change in cash.................................................................. $ --
Cash, beginning of year......................................................... $ --
Cash, end of year............................................................... $ --
----------
Supplemental disclosure of cash flow information
Cash paid during the year for interest........................................ $1,130,155
----------
----------
</TABLE>

See accompanying Independent Auditors' Report, summary of significant
accounting policies and notes to financial statements.

F-26
<PAGE>
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
YEAR ENDED JUNE 30, 1997

1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

THE COMPANY--Minot Food Packers, Inc. ("Minot" or the "Company") is engaged
in the production and packing of cranberry sauce, fruit juices and juice drinks
for wholesale distribution predominantly in the northeast corridor of the United
States. The Company also performs copacking services of similar products for
certain major retailers of fruit juices and juice drinks.

INVENTORIES--Inventories are stated at the lower of cost or market using the
weighted average cost method.

PROPERTY, PLANT AND EQUIPMENT--Property, plant and equipment are stated at
cost. Depreciation and amortization are computed over the estimated useful lives
of the respective assets using straight-line and accelerated methods. Upon sale
or retirement of assets, the costs and accumulated depreciation and amortization
are eliminated from the accounts and the resulting gain or loss is included in
operations. Expenditures for repairs and maintenance which do not increase the
useful lives of the assets are charged to operations as incurred.

DEFERRED FINANCING COSTS--Costs incurred in connection with long-term
financing have been capitalized and are being amortized over the term of the
related debt. Amortization expense for the year ended June 30, 1997 was $37,572.

DEFERRED COSTS--Costs incurred in connection with label redesign and
preferred slotting arrangements have been capitalized and are being amortized on
a straight-line basis over their estimated useful lives of 15 and 4 years,
respectively.

Fees associated with the development of computer software have been
capitalized and are being amortized on a straight-line basis over 1 to 3 years.

INCOME TAXES--Deferred income taxes are recorded for temporary differences
between: (1) taxable income and pre-tax financial income and (2) the tax bases
of assets or liabilities and their reported amounts in the financial statements.

The Company, with the consent of its stockholder, elected to have its income
taxed under the S Corporation provisions of the Internal Revenue Code, which
provides that, in lieu of corporation income taxes, the stockholder is taxed on
the Company's taxable income. Therefore, no provision or liability for federal
income taxes is reflected in these financial statements.

DEFINED BENEFIT PENSION COSTS--Pension costs are calculated to charge
operations with the pension benefits available to plan participants during the
time the plan participants are employed. The components of pension cost include
the following: contributions, amortization of prior service costs, interest
costs and the net return on assets.

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

CREDIT RISK--The Company reviews a customer's credit history before
extending credit and establishes an allowance for doubtful accounts based upon
the credit risk of specific customers, historical trends and other information.
Generally, the Company does not require collateral from its customers.

F-27
<PAGE>
1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
FAIR VALUES OF FINANCIAL INSTRUMENTS--The carrying amounts of the Company's
financial instruments, consisting of receivables, notes payable and accounts
payable, approximate their fair value because of the immediate or short-term
maturity of these financial instruments. Long-term debt and subordinated debt
are based on quoted market prices or where quoted market prices are not
available on the present value of cash flow, discounted at estimated borrowing
rates for similar debt instruments.

IMPAIRMENT OF LONG-LIVED ASSETS--The Company assesses the recoverability of
fixed assets and intangibles based on undiscounted estimated future operating
cash flows. If the Company determines that the carrying values have been
impaired, the measurement and recognition of the impairment will be based on
estimated discounted future operating cash flows. As of June 30, 1997, the
carrying value of these assets has been determined not to be impaired.

F-28
<PAGE>
NOTES TO FINANCIAL STATEMENTS

YEAR ENDED JUNE 30, 1997

1. INVENTORIES

<TABLE>
<CAPTION>
JUNE 30,
1997
------------
<S> <C>
Raw materials................................................................... $ 3,205,990
Finished goods.................................................................. 2,101,191
Packaging material, supplies and labels......................................... 1,998,153
------------
$ 7,305,334
------------
------------
</TABLE>

2. PROPERTY, PLANT AND EQUIPMENT

<TABLE>
<CAPTION>
ESTIMATED
USEFUL LIVES, JUNE 30,
IN YEARS 1997
--------------- -------------
<S> <C> <C>
Land............................................................. -- $ 135,792
Land improvements................................................ 5-39 402,399
Buildings and building improvements.............................. 5-39 3,734,060
Machinery and equipment.......................................... 5-15 12,695,600
Warehouse and warehouse equipment................................ 3-39 1,860,589
Office equipment, furniture and fixtures......................... 3-10 405,496
Transportation equipment......................................... 3-7 105,704
-------------
19,339,640

Less accumulated depreciation and amortization................... 10,535,516
-------------
$ 8,804,124
-------------
-------------
</TABLE>

Depreciation and amortization expense was $892,428 for the year ended June
30, 1997.

3. DEFERRED COSTS

<TABLE>
<CAPTION>
JUNE 30,
1997
----------
<S> <C>
Label design and redesign......................................................... $ 336,787
Slotting fees..................................................................... 119,576
Computer software................................................................. 184,129
----------
640,492
Less accumulated amortization..................................................... 267,988
----------
$ 372,504
----------
----------
</TABLE>

As a result of mandated Nutritional Labeling and Education Act (NLEA),
regulations effective August 1994, the Company incurred substantial costs in the
design and engineering of product labels. The costs associated with the redesign
have been deferred and are being amortized over a fifteen-year period.

F-29
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

YEAR ENDED JUNE 30, 1997

3. DEFERRED COSTS (CONTINUED)
The Company has also paid fees to retail customers to secure desirable shelf
locations for Company products. These so-called slotting fees are being
amortized over the estimated terms of the related agreements, four years.

Total amortization expense was $103,645 for the year ended June 30, 1997.

4. NOTE PAYABLE, BANK

The Company has borrowed $2,510,424 under a $3,500,000 line of credit with a
bank. Interest was payable at the bank's prime rate plus 1% (effectively 9.5% at
June 30, 1997) with borrowings collateralized by substantially all assets of the
Company. The line of credit agreement, as amended on September 4, 1997, reduced
the interest rate charged the Company to the bank's prime rate plus 1/2% and
extended the line to September 30, 1998.

5. LONG-TERM DEBT

<TABLE>
<CAPTION>
JUNE 30,
1997
------------
<S> <C>
Bridge loan, payable to a bank, in the original amount of $5,500,000. On
December 31, 1996, the Company signed an amended and restated mortgage note
which reduced the original note to $4,500,000 and created a $1,000,000 term
loan (see below). The new mortgage note is payable in 35 monthly installments
of $18,750 commencing January 1, 1997 through November 1, 1999 with any
remaining principal payable on the 36th and final payment. Interest was
payable at the bank's prime rate plus 1% (effectively 9.50% at June 30, 1997)
through October 30, 1997, at which time the Company's borrowing rate was
reduced to the bank's prime rate plus 1/2%.................................... $ 4,500,000

Equipment loan, payable to a bank in 120 monthly installments of $38,655
including interest at 9.4%, due August 2005................................... 2,647,707

Term loan, payable to a bank in 36 monthly installments of $12,695 including
interest at 9.05%, due August 1998............................................ 880,399

Term loan, payable to a bank, commencing February 1, 1997 in 18 monthly
principal installments of $8,333 through July 1998 with any remaining amount
payable on August 1, 1998. Interest is payable at the bank's prime rate plus
1% (effectively 9.50% at June 30, 1997)....................................... 1,000,000

Note payable, to a bank, in monthly installments of $6,844 plus interest at 70%
of the bank's prime rate (effectively 5.95% at June 30, 1997)................. 417,366

Restrictive covenant notes payable to former stockholders in monthly
installments of $8,333 including interest through 2002 with interest of
12%........................................................................... 401,210
------------

9,846,682

Less current maturities......................................................... 919,838
------------

$ 8,926,844
------------
------------
</TABLE>

F-30
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

YEAR ENDED JUNE 30, 1997

5. LONG-TERM DEBT (CONTINUED)
All of the above debt (except for the restrictive covenant notes) are
collateralized by substantially all assets of the Company.

Annual maturities on long-term debt for subsequent years are as follows:

<TABLE>
<CAPTION>
JUNE 30,
- --------------------------------------------------------------------------------
<S> <C>
1998............................................................................ $ 919,838
1999............................................................................ 2,280,464
2000............................................................................ 4,363,140
2001............................................................................ 461,355
2002............................................................................ 500,826
Thereafter...................................................................... 1,321,059
------------
$ 9,846,682
------------
------------
</TABLE>

The Company was not in compliance of the current ratio and working capital
covenants related to the above bank notes at June 30, 1997. The lender has
agreed to waive the covenants which were the subject of such noncompliance as at
June 30, 1997. Additionally, certain covenants including the above mentioned
have been modified and made less restrictive for fiscal 1998 and thereafter,
effective September 4, 1997.

6. SUBORDINATED DEBT

Term loan payable to the Estate of John P. Morello, unsecured, due in
monthly installments over twenty years, with interest calculated at the prime
rate of Citibank, N.A., adjusted annually (effectively 8.25% at August 5, 1996),
current monthly principal and interest payment of $5,164. Loan is subordinated
to all bank debt, however, regularly scheduled payments of principal and
interest are allowable under the subordination agreement.

<TABLE>
<CAPTION>
JUNE 30,
1997
----------
<S> <C>
$ 552,265
Less current maturities........................................................... 17,036
----------
$ 535,229
----------
----------
</TABLE>

Annual maturities on long-term debt for subsequent years are as follows:

<TABLE>
<CAPTION>
JUNE 30, 1997
- ----------------------------------------------------------------------------------
<S> <C>
1998.............................................................................. $ 17,036
1999.............................................................................. 18,495
2000.............................................................................. 20,081
2001.............................................................................. 21,801
2002.............................................................................. 23,670
Thereafter........................................................................ 451,182
----------
$ 552,265
----------
----------
</TABLE>

F-31
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

YEAR ENDED JUNE 30, 1997

7. PENSION PLANS

The Company has a defined benefit pension plan covering substantially all
union employees. The benefits are based on years of service. Contributions are
intended to provide not only for benefits attributed to service to date but also
for those expected to be earned in the future. Plan assets consist primarily of
cash equivalents and marketable securities.

Pension expense for the year ended June 30, 1997 included the following
components:

<TABLE>
<CAPTION>
YEAR ENDED
JUNE 30, 1997
-------------
<S> <C>
Service costs of the current period............................................ $ 56,525
Interest cost on the projected benefit obligation.............................. 53,241
Actual return on assets held in the plan....................................... (52,878)
Net amortization of transition asset, and net experience gain.................. (11,008)
-------------
Net periodic pension cost...................................................... $ 45,880
-------------
-------------
</TABLE>

The following table sets forth the plan's funded status and amounts
recognized in the Company's balance sheet at June 30, 1997:

<TABLE>
<CAPTION>
JUNE 30,
1997
----------
<S> <C>
Actuarial present value of benefit obligations
Vested benefit obligation....................................................... $ 761,778
Projected benefit obligation.................................................... 836,093
----------
----------
</TABLE>

<TABLE>
<CAPTION>
JUNE 30,
1997
-----------
<S> <C>
Costs recognized at June 30, 1997
Projected benefit obligation................................................... $ 836,093
Plan assets at fair value...................................................... 657,569
-----------
Projected benefit obligation in excess of plan assets............................ (178,524)
Unrecognized net asset at transition being recognized over 26.12 years........... (100,019)
Unrecognized prior service cost.................................................. 45,627
Unrecognized net loss from past experience different from assumptions............ 183,111
Minimum required liability adjustment............................................ (128,719)
-----------
Accrued pension cost included in other current liabilities at June 30, 1997...... $ (178,524)
-----------
-----------
</TABLE>

The discount rate and rate of increase in future compensation levels used in
determining the actuarial present value of the projected benefit obligation was
7% for 1997. The expected long-term rate of return on assets was 8% for the year
ended June 30, 1997.

On July 1, 1988, the Company adopted a profit sharing plan under Section
401(k) of the Internal Revenue Code which covers substantially all non-union
employees. The plan allows employees to defer up to 21% of their compensation on
a pre-tax basis, subject to a statutory dollar limitation. In accordance with

F-32
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

YEAR ENDED JUNE 30, 1997

7. PENSION PLANS (CONTINUED)
the provisions of the plan, the Company may make discretionary matching
contributions. For the year ended June 30, 1997, the total charge to operations
for discretionary contributions was $21,501.

In addition to the expense for the Company-sponsored plans, the Company had
pension expense of $21,780 in 1997 for contributions to a frozen multi-employer
defined benefit plan which, covered substantially all union employees, as
determined by a collective bargaining agreement. The relative position of the
Company regarding the accumulated plan benefits and plan net assets of the
multi-employer plan has not been determined by the Company and is not included
in the above information.

8. COMMITMENTS

The Company leases transportation and office equipment under noncancelable
operating leases with various expiration dates through July 2001.

The aggregate future minimum lease commitments relating to noncancelable
operating leases as of June 30, 1997 are as follows:

<TABLE>
<CAPTION>
JUNE 30, TOTAL
- ----------------------------------------------------------------------------------- ---------
<S> <C>
1998............................................................................... $ 23,488
1999............................................................................... 15,863
2000............................................................................... 5,894
2001............................................................................... 4,440
2002............................................................................... 370
---------
$ 50,055
---------
---------
</TABLE>

Rent expense for the year ended June 30, 1997 was $37,496.

On August 5, 1996, the Company entered into a two-year supply agreement with
a vendor for the annual purchase of a minimum of 40,000 barrels of cranberries
at a minimum price of $90 per barrel.

9. RELATED PARTY TRANSACTIONS

The Company contracts for freezer warehousing space with Bridgeton Freezer
Co., L.L.C. (Bridgeton), a company whose owner is the parent of the sole
stockholder of Minot. Included in cost of sales is $226,806 for warehousing
services provided to the Company for the year ended June 30, 1997.

The Company also charged Bridgeton $99,000 for contract labor associated
with freezer warehousing staffing for the year ended June 30, 1997.

10. SIGNIFICANT CUSTOMER

Sales to one customer for the year ended June 30, 1997 totaled approximately
$5,830,000 or 14% of total sales.

F-33
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

YEAR ENDED JUNE 30, 1997

11. INCOME TAXES

The provision for income taxes reflects the utilization of the net operating
loss carryforwards as follows:

<TABLE>
<CAPTION>
JUNE 30,
-------------
<S> <C>
Current tax expense
State income taxes........................................................... $ 124,000
Benefit of operating loss carryforward....................................... $ (124,000)
-------------
Total current.................................................................. $ --
-------------
-------------
</TABLE>

The Company has deferred tax assets of approximately $219,000 as of June 30,
1997 related to state net operating loss carryforwards, which have yet to be
utilized. At June 30, 1997, the Company has established a 100% valuation
allowance against the deferred tax assets since the recognition of this benefit
cannot be certain. The utilization of these losses to reduce future income taxes
will depend upon the generation of sufficient taxable income prior to the
expiration of the net operating loss carryforwards.

The Company has the following approximate state carryforwards available to
offset future taxable income and related tax liabilities at June 30, 1997:

<TABLE>
<CAPTION>
NET OPERATING
EXPIRATION DATE LOSS CARRYFORWARD
- --------------------------------------------------------------------------- -----------------
<S> <C>
2002....................................................................... $ 444,000
2003....................................................................... 2,275,000
-----------------
$ 2,719,000
-----------------
-----------------
</TABLE>

F-34
<PAGE>
MINOT FOOD PACKERS, INC.

UNAUDITED BALANCE SHEET

FEBRUARY 28, 1998

<TABLE>
<S> <C>
ASSETS
Current assets:
Accounts receivable:
Trade, net of allowance for doubtful accounts of $105,612.................. $2,125,303
Related party.............................................................. 70,535
Inventories.................................................................. 8,831,209
Prepaid expenses and other current assets.................................... 300,460
Deferred income taxes........................................................ 17,772
----------
Total current assets................................................... 11,345,279
----------
Property, plant and equipment, net............................................. 8,673,294
----------
Other assets:
Deferred costs, net of accumulated amortization of $364,629.................. 420,742
Deferred financing costs, net of accumulated amortization of $86,469......... 170,877
Cash surrender value of life insurance....................................... 17,853
----------
Total other assets..................................................... 609,472
----------
Total assets........................................................... $20,628,045
----------
----------

LIABILITIES AND STOCKHOLDER'S EQUITY

Current liabilities:
Note payable, bank........................................................... $2,897,146
Checks issued against future deposits........................................ 1,355,668
Accounts payable............................................................. 3,653,415
Current maturities of long-term debt......................................... 2,333,937
Current maturities of subordinated debt...................................... 18,000
Accrued expenses............................................................. 455,226
----------
Total current liabilities.............................................. 10,713,392
----------
Other liabilities
Long-term debt, net of current maturities.................................... 6,825,664
Subordinated debt, net of current maturities................................. 523,261
Deferred income taxes........................................................ 106,171
----------
Total other liabilities................................................ 7,455,096
----------
Total liabilities...................................................... 18,168,488
----------
Stockholder's equity:
Common stock, no par value
Authorized 5,000 shares
Issued 2,440 shares........................................................ --
Additional paid-in capital................................................... 489,933
Retained earnings............................................................ 5,304,047
----------
5,793,980

Less treasury stock, at cost, 2,196.5 shares................................... (3,334,423)
----------
Total stockholder's equity..................................................... 2,459,557
----------
Total liabilities and stockholder's equity..................................... $20,628,045
----------
----------
</TABLE>

See accompanying note to unaudited financial statements.

F-35
<PAGE>
MINOT FOOD PACKERS, INC.

UNAUDITED STATEMENT OF INCOME

EIGHT MONTHS ENDED FEBRUARY 28, 1998

<TABLE>
<S> <C>
Net sales...................................................................... $28,630,842
Cost of products sold.......................................................... 22,427,800
----------
6,203,042
----------
Operating expenses:
Selling...................................................................... 2,247,743
Brokerage.................................................................... 571,955
General and administrative................................................... 1,429,109
----------
Total operating expense................................................ 4,248,807
----------

Income from operations......................................................... 1,954,235
----------
Other income (expense):
Interest expense............................................................. (757,440)
Miscellaneous income......................................................... 41,814
----------
Other (expense), net........................................................... (715,626)
----------
Net income before taxes........................................................ 1,238,609

Income tax expense............................................................. 88,399
----------
Net income..................................................................... $1,150,210
----------
----------
</TABLE>

See accompanying note to unaudited financial statements.

F-36
<PAGE>
MINOT FOOD PACKERS, INC.

UNAUDITED STATEMENT OF CASH FLOWS

EIGHT MONTHS ENDED FEBRUARY 28, 1998

<TABLE>
<S> <C>
Operating activities
Net income................................................................... $ 1,150,210
Adjustments to reconcile net income to net cash provided by operating
activities
Depreciation and amortization.............................................. 589,836
Amortization of intangibles................................................ 107,964
Deferred income taxes...................................................... 88,399
Changes in operating assets and liabilities
Decrease in accounts receivable.......................................... 194,688
(Increase) in inventories................................................ (1,525,875)
Decrease in accounts receivable, related party........................... 49,215
(Increase) in prepaid expenses........................................... (210,553)
(Increase) in deferred costs............................................. (144,879)
Increase in accounts payable............................................. 324,736
(Decrease) in accrued expenses........................................... (180,686)
Increase in checks issued against future deposits........................ 327,314
-----------

Net cash provided by operating activities...................................... 770,369
-----------
Investing activities
Purchases of property, plant and equipment................................... (459,006)
-----------
Financing activities
Advances on note payable, bank............................................... 26,748,227
Repayments of note payable, bank............................................. (26,361,505)
Principal payments on long-term debt......................................... (687,081)
Principal payments on subordinated debt...................................... (11,004)
-----------
Net cash (used in) financing activities........................................ (311,363)
-----------

Change in cash................................................................. --

Cash, beginning of period...................................................... --
-----------
Cash, end of period............................................................ $ --
-----------
-----------
Supplemental disclosure of cash flow information
Cash paid during the year for interest....................................... $ 755,356
-----------
-----------
</TABLE>

See accompanying note to unaudited financial statements.

F-37
<PAGE>
MINOT FOOD PACKERS, INC.

NOTE TO UNAUDITED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION

The financial statements included herein have been prepared by the Company
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission. In the opinion of the Company, the foregoing statements
contain all adjustments necessary to present fairly the financial position of
the Company as of February 28, 1998, and its results of operations, cash flows
and stockholders' equity for the eight month period ended February 28, 1998.

Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been omitted pursuant to such rules and regulations, although the Company
believes that the disclosures are adequate to make the information presented not
misleading. It is suggested that these financial statements can be read in
conjunction with the financial statements and the notes thereto included in the
Company's latest audit report.

F-38
<PAGE>
UNAUDITED CONSOLIDATED PRO FORMA CONDENSED FINANCIAL STATEMENTS

The following unaudited consolidated pro forma condensed balance sheet
combines the consolidated condensed balance sheet of Northland as of February
28, 1998 and the condensed balance sheet of Minot as of February 28, 1998. The
following unaudited consolidated pro forma condensed statements of operations
combine the consolidated condensed statements of operations of Northland for the
year ended August 31, 1997 and for the six months ended February 28, 1998, with
the condensed statements of Minot for the year ended June 30, 1997 and the six
months ended February 28, 1998, as if the transactions had occurred at the
beginning of the respective periods. The pro forma information is based on the
historical financial statements of Northland and Minot, giving effect to the
transaction under the purchase method of accounting, and the assumptions and
adjustments in the accompanying notes to the pro forma consolidated condensed
financial statements.

The unaudited pro forma consolidated condensed balance sheet and the pro
forma consolidated condensed statements of operations have been prepared by
Northland management based upon the financial statements of Northland and Minot
for the periods indicated, including an estimated preliminary allocation of the
purchase price. Northland is in the process of determining the fair value of the
assets acquired at the date of acquisition. The allocations of the purchase
price assigned to the assets acquired and liabilities is based upon preliminary
estimates and will be revised (possibly materially) when the final fair value
allocations are determined, as will the related income tax effects of the pro
forma adjustments.

The pro forma net income per common share, the pro forma consolidated
condensed operations statements and the pro forma consolidated condensed balance
sheet data are presented for informational purposes only and are not necessarily
indicative either of what the Company's actual results of operations would have
been after giving effect to the assumptions referred to above or of the
Company's future consolidated financial position or results of operations.

F-39
<PAGE>
NORTHLAND CRANBERRIES, INC. AND MINOT FOOD PACKERS, INC.

UNAUDITED CONSOLIDATED PRO FORMA CONDENSED BALANCE SHEETS

FEBRUARY 28, 1998

<TABLE>
<CAPTION>
ASSETS

<S> <C> <C> <C> <C>
HISTORICAL
-----------------------
NORTHLAND MINOT
FEBRUARY FEBRUARY PRO FORMA
28, 1998 28, 1998 ADJUSTMENTS(A) PRO FORMA
----------- ---------- ----------- -----------
Current assets:
Cash and cash equivalents........ $ 206,983 $ 206,983
Accounts and notes receivable.... 16,490,707 $2,195,838 $ (70,535)(d) 18,616,010
Inventories...................... 37,414,012 8,831,209 46,245,221
Prepaid expenses................. 2,760,639 300,460 3,061,099
Deferred income taxes............ 3,035,486 17,772 (17,772)(d) 3,035,486
----------- ---------- ----------- -----------
Total current assets....... 59,907,827 11,345,279 (88,307) 71,164,799

Property and equipment, net........ 139,583,661 8,673,294 (8,673,294)(b) 159,083,661
16,000,000(b)
3,500,000(b)

Investments and other assets....... 3,057,384 609,472 10,976,669(c) 14,034,053
(609,472)(d)
----------- ---------- ----------- -----------
Total assets............... $202,548,872 $20,628,045 2$1,105,596 $244,282,513
----------- ---------- -----------
----------- ---------- ----------- -----------
-----------

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
Note payable, bank............... $2,897,146 ($2,897,146)(d)
Advances against future
deposits....................... 1,355,668 (1,355,668)(d)
Accounts payable................. $ 5,013,248 3,653,415 $ 8,666,663
Accrued liabilities.............. 7,352,909 455,226 7,808,135
Current portion of long-term
obligations.................... 3,844,000 2,351,937 (2,351,937)(d) 3,844,000
----------- ---------- ----------- -----------
Total current
liabilities.............. 16,210,157 10,713,392 (6,604,751) 20,318,798

Long-term obligations.............. 100,783,842 7,348,925 (7,348,925)(d) 100,783,842

Deferred income taxes.............. 9,574,079 106,171 (106,171)(d) 9,574,079
----------- ---------- ----------- -----------

Total liabilities.......... 126,568,078 18,168,488 (14,059,847) 130,676,719
Shareholders' equity............... 75,980,794 2,459,557 (2,459,557)(d) 113,605,794
2,000,000(e)
35,625,000(f)
----------- ---------- ----------- -----------
Total liabilities and
shareholders' equity..... $202,548,872 $20,628,045 2$1,105,596 $244,282,513
----------- ---------- -----------
----------- ---------- ----------- -----------
-----------
</TABLE>

See notes to unaudited consolidated pro forma financial statements.

F-40
<PAGE>
NORTHLAND CRANBERRIES, INC. AND MINOT FOOD PACKERS, INC.

UNAUDITED CONSOLIDATED PRO FORMA CONDENSED STATEMENT OF OPERATIONS

YEAR ENDED AUGUST 31, 1997

<TABLE>
<CAPTION>
HISTORICAL
----------------------------------
NORTHLAND FISCAL MINOT FISCAL
YEAR ENDED YEAR ENDED JUNE PRO FORMA
AUGUST 31, 1997 30, 1997 ADJUSTMENTS(A) PRO FORMA
---------------- ---------------- -------------- -------------
<S> <C> <C> <C> <C>
Revenues.................................. $ 47,374,827 $ 41,652,039 $ 89,026,866
Cost of sales............................. 23,170,154 33,709,956 $ (902,264)(g) 57,370,568
(141,219)(h)
1,142,857(i)
116,667(j)
274,417(k)
---------------- ---------------- -------------- -------------
Gross profit.............................. 24,204,673 7,942,083 (490,458) 31,656,298
Costs and expenses:
Selling, general and administrative..... 15,963,109 5,629,752 21,592,861
Interest................................ 4,493,104 1,131,461 (1,131,461)(l) 4,493,104
---------------- ---------------- -------------- -------------
Total costs and expenses.......... 20,456,213 6,761,213 (1,131,461) 26,085,965
---------------- ---------------- -------------- -------------
Income before income taxes................ 3,748,460 1,180,870 641,003 5,570,333
Income taxes.............................. 1,516,000 714,000(m) 2,230,000
---------------- ---------------- -------------- -------------
Net income................................ $ 2,232,460 $ 1,180,870 $ (72,997) 3,340,333
---------------- ---------------- -------------
---------------- ---------------- -------------- -------------
--------------
Weighted average shares outstanding....... 13,736,906 109,215(e) 2,069,566(f) 15,915,687
Net income per share--basic............... $ 0.16 $ 0.21
---------------- -------------
---------------- -------------
Weighted average shares outstanding
assuming dilution....................... 14,308,845 109,215(e) 2,069,566(f) 16,487,626
Net income per share--diluted............. $ 0.16 $ 0.20
---------------- -------------
---------------- -------------
</TABLE>

See notes to unaudited consolidated pro forma financial statements.

F-41
<PAGE>
NORTHLAND CRANBERRIES, INC. AND MINOT FOOD PACKERS, INC.

UNAUDITED CONSOLIDATED PRO FORMA CONDENSED STATEMENT OF OPERATIONS

SIX MONTHS ENDED FEBRUARY 28, 1998

<TABLE>
<CAPTION>
HISTORICAL
----------------------------------
NORTHLAND SIX MINOT SIX
MONTHS ENDED MONTHS ENDED
FEBRUARY 28, FEBRUARY 28, PRO FORMA
1998 1998 ADJUSTMENTS(A) PRO FORMA
---------------- ---------------- -------------- -------------
<S> <C> <C> <C> <C>
Revenues................................... $ 48,726,754 $ 24,055,351 $ 72,782,105
Cost of sales.............................. 26,016,742 18,514,729 $ (660,000)(g) 44,638,441
--(h)
571,429(i)
58,333(j)
137,208(k)
---------------- ---------------- -------------- -------------
Gross profit............................... 22,710,012 5,540,622 (106,970) 28,143,664
Costs and expenses:
Selling, general and administrative...... 18,975,651 3,579,769 22,555,420
Interest................................. 3,341,583 562,862 (562,862)(l) 3,341,583
---------------- ---------------- -------------- -------------
Total costs and expenses........... 22,317,234 4,142,631 (562,862) 25,897,003
---------------- ---------------- -------------- -------------
Income before income taxes................. 392,778 1,397,991 455,892 2,246,661
Income taxes............................... 176,000 88,399 727,000(m) 991,399
---------------- ---------------- -------------- -------------
Net income................................. $ 216,778 $ 1,309,592 (271,108) $ 1,255,262
---------------- ---------------- -------------
---------------- ---------------- -------------- -------------
--------------
Weighted average shares outstanding........ 13,857,974 109,215(e) 2,069,566(f) 16,036,755
Net income per share--basic................ $ 0.02 $ 0.08
---------------- -------------
---------------- -------------
Weighted average shares outstanding
assuming dilution........................ 14,322,661 109,215(e) 2,069,566(f) 16,501,442
Net income per share--diluted.............. $ 0.02 $ 0.08
---------------- -------------
---------------- -------------
</TABLE>

See notes to unaudited consolidated pro forma financial statements.

F-42
<PAGE>
NORTHLAND CRANBERRIES, INC. AND MINOT FOOD PACKERS, INC.

NOTES TO UNAUDITED CONSOLIDATED PRO FORMA CONDENSED
FINANCIAL STATEMENTS

<TABLE>
<C> <S>
(a) Reflects those adjustments necessary to record the acquisition of substantially all of
the assets and the assumption of certain liabilities of Minot.

(b) Reflects the removal of Minot property and equipment and records the estimated value
of property and equipment as determined by Northland.

(d) Reflects the elimination of Minot assets not acquired by Northland and Minot
liabilities not assumed by Northland.

(e) Reflects 109,215 shares of Northland Class A Stock to be issued at an assumed price of
$18.31 per share issued in the Minot Acquisition.

(f) Reflects the sale of 2,069,566 shares of Class A Common Stock at an assumed price of
$18.31 per share pursuant to this offering.

(g) Reflects the reversal of depreciation expense recorded by Minot.

(h) Reflects the reversal of amortization expense recorded by Minot.

(i) Reflects the depreciation expense of Minot assets based upon the change in valuation
of property, plant and equipment. Such property, plant and equipment is being
depreciated over a 14-year period.

(j) Reflects the depreciation expense of Minot's Bridgeton freezer based upon the change
in valuation of the freezer based on appraised values. The freezer is being
depreciated over a 30-year period.

(k) Reflects the amortization of goodwill from the Minot acquisition. Goodwill is being
amortized over a 40-year period.

(l) Reflects the elimination of Minot interest expense as the long-term debt of Minot was
not assumed in the acquisition.

(m) Reflects the income taxes on the pro forma adjustments and Minot pre-tax earnings.
</TABLE>

F-43
<PAGE>
INSIDE BACK COVER
ADDITIONAL NORTHLAND PICTURES
<PAGE>
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NO PERSON HAS BEEN AUTHORIZED TO GIVE INFORMATION OR MAKE ANY REPRESENTATION
NOT CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH
THE OFFER MADE HEREBY. IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER,
AGENT OR DEALER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH
JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
Prospectus Summary............................. 3
Risk Factors................................... 8
Use of Proceeds................................ 16
Price Range of Class A Common Stock............ 17
Dividend Policy................................ 17
Capitalization................................. 18
Selected Consolidated Financial Data........... 19
Selected Consolidated Pro Forma Financial
Data......................................... 20
Management's Discussion and Analysis of Results
of Operations and Financial Condition........ 21
Business....................................... 28
Management..................................... 47
Stock Ownership of Management and Others....... 49
Description of Capital Stock................... 52
Underwriting................................... 55
Legal Matters.................................. 56
Experts........................................ 56
Available Information.......................... 57
Incorporation of Certain Information by
Reference.................................... 57
Index to Financial Statements.................. 58
</TABLE>

5,000,000 SHARES

[LOGO]

CLASS A COMMON STOCK

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

PROSPECTUS
------------

BT ALEX. BROWN

NATIONSBANC MONTGOMERY
SECURITIES LLC

PIPER JAFFRAY INC.

GEORGE K. BAUM & COMPANY

, 1998

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