SUPERMARKETS GENERAL HOLDINGS CORP, 10-K405, 1999-04-30

SUPERMARKETS GENERAL HOLDINGS CORP
10-K405, 1999-04-30
GROCERY STORES

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

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For the Fiscal Year Ended Commission File Number
January 30, 1999 0-16404

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Supermarkets General Holdings Corporation
(Exact name of registrant as specified in its charter)

DELAWARE 13-3408704
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

200 Milik Street 07008
Carteret, New Jersey (Zip Code)
(Address of principal executive offices)

(732) 499-3000
(Registrant's telephone number, including area code)

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Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

$3.52 Cumulative Exchangeable Redeemable Preferred Stock
(Title of Class)

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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

YES |X| NO |_|

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |X|

As of April 1, 1999, there were outstanding 650,675 shares of $0.01 par
value Class A Common Stock (voting) and 320,000 shares of $0.01 par value Class
B Common Stock (non-voting), all of which are privately owned and not traded on
a public market.

Documents Incorporated by Reference: None

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<PAGE>
PART I

ITEM 1. Business*

General

Registrant was incorporated in the State of Delaware in April 1987 as SMG
Holdings Corporation. Subsequently, registrant's name was changed to
Supermarkets General Holdings Corporation (the "Company"). The Company is a
wholly-owned subsidiary of SMG-II Holdings Corporation ("SMG-II"). The Company
acquired Supermarkets General Corporation ("Old Supermarkets") in October 1987
(the "Acquisition"). References to the Company in this Report refer to the
Company and its subsidiaries on a consolidated basis, except where the context
requires otherwise.

In October 1989, Old Supermarkets adopted an amended and restated Plan of
Liquidation pursuant to which it was liquidated into three wholly owned
subsidiaries of the Company. Old Supermarkets completed the liquidation just
prior to the year ended February 3, 1990 by merging with one of the above
mentioned wholly owned subsidiaries of the Company, which retained the name
Supermarkets General Corporation. In connection with the Recapitalization
referred to below, Supermarkets General Corporation changed its name to Pathmark
Stores, Inc. ("Pathmark").

The Company consummated a recapitalization plan (the "Recapitalization")
on October 26, 1993. In connection with the Recapitalization, the Company
transferred all of the capital stock of Pathmark to PTK Holdings, Inc. ("PTK"),
a wholly owned subsidiary of the Company.

Offer to Purchase

On March 15, 1999, Koninklijke Ahold N.V., a company organized under the
laws of the Netherlands ("Ahold") and Ahold Acquisition, Inc., a Delaware
corporation and an indirect wholly-owned subsidiary of Ahold ("Purchaser"),
commenced a tender offer to purchase all of the issued and outstanding shares
(the "Shares") of the Company's $3.52 Cumulative Exchangeable Redeemable
Preferred Stock (the "Preferred Stock") at a price of $38.25 per Share, net to
the seller in cash, without interest thereon (the "Offer Price"), upon the terms
and subject to the conditions set forth in the Offer to Purchase dated March 15,
1999 (the "Offer to Purchase") and the related Letter of Transmittal (which,
together with the Offer to Purchase and all amendments and supplements thereto,
constitute the "Offer").

The Offer is an integral part of the transactions contemplated by, and is
being made pursuant to, an Agreement and Plan of Merger, dated as of March 9,
1999, among Ahold, the Purchaser and SMG-II (the "SMG-II Merger Agreement")
pursuant to which Ahold will be acquiring all of the issued and outstanding
shares of the capital stock of SMG-II through the merger of the Purchaser with
and into SMG-II (the "SMG-II Merger"), subject to the terms and conditions
contained in the SMG-II Merger Agreement for aggregate consideration of
$55,731,834. Pursuant to the SMG-II Merger Agreement, the Offer is subject to
certain conditions, including the condition that there be validly tendered and
not withdrawn prior to the expiration of the Offer a number of Shares which,
together with Shares previously acquired by Ahold, any direct or indirect
subsidiary of Ahold (including the Purchaser), the Company, or any direct or
indirect subsidiary of the Company, represent at least 66 2/3% of the Shares on
a fully diluted basis (the "Minimum Condition"). The Offer is also conditioned
upon, among other things, the expiration or termination of any applicable
waiting period under the antitrust laws and the receipt by Ahold of an
irrevocable letter from SMG-II stating that all of the conditions to the
obligations of SMG-II to effect the SMG-II Merger described below pursuant to
the SMG-II Merger Agreement have been satisfied or waived. The Offer has since
been extended until May 21, 1999.

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* Except as otherwise indicated, information contained in this Item is given
as of January 30, 1999.

<PAGE>

The SMG-II Merger Agreement provides that, promptly upon consummation of
the SMG-II Merger, Ahold will cause the Company to be merged with and into
SMG-II (the "Company Merger"), pursuant to a Merger Agreement (the "Company
Merger Agreement") to be entered into at such time between SMG-II and the
Company in the form attached as an exhibit to the SMG-II Merger Agreement. At
the effective time of the Company Merger (the "Effective Time"), each of the
Shares (other than Shares held by any subsidiary of the Company or in the
treasury of the Company, or held, directly or indirectly, by Ahold or any direct
or indirect subsidiary of Ahold (including the Shares acquired by the Purchaser
pursuant to the Offer), which Shares will be cancelled, and other than Shares,
if any, held by stockholders who perfect their appraisal rights under Delaware
General Corporation Law) will be converted into the right to receive an amount
in cash equal to $38.25.

The SMG-II Merger Agreement provides that, among other things, in the
event all of the conditions to the consummation of the SMG-II Merger (other than
the Minimum Condition and certain related conditions) have been satisfied or
waived, but the Minimum Condition and certain related conditions have not been
satisfied or waived, SMG-II is obligated, pursuant to the terms and conditions
of a Stock Purchase Agreement dated as of March 9, 1999 (the "Alternative Stock
Purchase Agreement"), by and among SMG-II, PTK (a wholly-owned subsidiary of the
Company), Ahold and the Purchaser to cause PTK to sell all of the issued and
outstanding shares of the capital stock (the "Pathmark Stock") of Pathmark for a
purchase price, payable in cash, equal to $242,800,000 (the "Alternate Stock
Purchase"). In such event, the only material asset of the Company would be its
ownership of all of the issued and outstanding shares of the capital stock of
PTK, the only material asset of which in turn would be the net after tax
proceeds from the sale of the Pathmark Stock to the Purchaser pursuant to the
Alternative Stock Purchase Agreement.

Concurrent with the execution of the SMG-II Merger Agreement, as required
by Ahold and the Purchaser, ML Investors (as defined below), Equitable Investors
(as defined below) and James L. Donald (collectively, the "SMG-II
Stockholders"), entered into a stockholders agreement, dated March 9, 1999 (the
"Stockholders Agreement"), with Ahold and Purchaser. Pursuant to the
Stockholders Agreement, the SMG-II Stockholders have (i) agreed to vote the
shares of the capital stock of SMG-II owned by them in favor of the SMG-II
Merger, and (ii) granted the Purchaser an option to purchase, under certain
circumstances, the shares of the capital stock of SMG-II owned by them.

Business of the Company

The Company's primary business activity is the management of its interests
in Pathmark. Through PTK, the Company owns all of the capital stock of Pathmark.

Business

At January 30, 1999, Pathmark operated 132 supermarkets primarily in the
densely populated New York-New Jersey and Philadelphia metropolitan areas. These
metropolitan areas contain over 10% of the population and grocery sales in the
United States. These supermarkets are located in New Jersey, New York,
Pennsylvania and Delaware and consist of 5.1 million selling square footage and
6.9 million total square footage. During the year ended January 30, 1999
("Fiscal 1998"), Pathmark closed three supermarkets, including its last two in
Connecticut.

Business Strategy

Pathmark's business strategy is to increase sales, profitability and
market penetration in its existing markets by focusing on the following five
operating priorities: concentrate on core business, Pathmark "GREAT" service,
lower operating costs, spend capital wisely and have the right management team.
By concentrating on and implementing these five priorities, the Company expects
to accomplish its strategic goals (i) by providing superior perishable and
non-perishable merchandise, value and service to its customers through its
marketing, merchandising and customer service programs; (ii) through increased
operating efficiencies; and (iii) through efficient use of capital to renovate
and enlarge its existing store base.

<PAGE>

Marketing and Merchandising

o Super Center Format. Of Pathmark's 132 stores, 129 are Super Centers. The
average Pathmark Super Center is approximately 35% larger than the average
size supermarket in the United States and offers greater convenience by
providing one-stop shopping and a wider assortment of foods and general
merchandise than is offered by conventional supermarkets. The Pathmark
Super Center format is designed to provide Pathmark customers with a
substantially greater selection of quality perishable products and to be
more "customer friendly", with wider aisles, more accessible customer
service and information departments, improved signs and graphics, and
increased availability of Pathmark associates, particularly in the
perishable departments. Pathmark's only enlargement completed in Fiscal
1998 was a Super Center.

o Flexible Merchandising. Pathmark believes that its large-store format
gives it considerable flexibility to respond to changing consumer demands
and competition by varying and enhancing its merchandise selection.
Pathmark's "Big Deals" program, currently consisting of over 500
merchandise items, offers large-sized merchandise at prices that Pathmark
believes are competitive with those available in "warehouse" and "club"
stores. Pathmark emphasizes competitive pricing plus weekly sales and
promotions supported by extensive advertising, both primarily in print
media. Merchandising flexibility and effectiveness is enhanced through the
increased utilization of a category management approach. In addition,
Pathmark offers for sale over 3,000 items through its private label
program.

o Pharmacy. Pathmark provides full pharmacy services in virtually all of its
stores. Pathmark's broad market coverage within its marketing area has
enabled it to become a leading filler of third-party prescriptions.
Pathmark believes that its well-established pharmacy operations provide a
competitive advantage in attracting and retaining customers.

Store Expansion and Renovation Program

o New Stores, Enlargements and Renovations. During Fiscal 1998, Pathmark
opened no new stores, closed three stores, and completed 13 renovations
and one enlargement. During the fiscal year ending January 29, 2000
("Fiscal 1999"), Pathmark plans to open up to four new supermarkets and to
complete up to an aggregate of 47 renovations and enlargements. Two of the
four planned supermarkets in Fiscal 1999 will be a smaller store of
approximately 30,000 to 35,000 square feet. Pathmark believes that this
new smaller supermarket will increase its ability to penetrate urban
markets. Pathmark expects to open its first two new smaller supermarket
formats in Brooklyn, New York and Queens, New York.

Pathmark recognizes the importance of keeping its stores looking fresh and
up-to-date; thus, each store typically receives a renovation or
enlargement every five years. At the end of Fiscal 1998, Pathmark derived
approximately 76% of its supermarket sales from stores that were opened,
enlarged or renovated during the last five years.

o Core Market Focus. Pathmark has identified over 50 potential locations for
new supermarkets within its current marketing areas and expects that all
new stores opened during the current and next two fiscal years will be
located in these areas. Pathmark believes that, by opening stores in its
current marketing areas, it can achieve additional operating economies and
other benefits from its store expansion program without the risks and
costs associated with opening stores in new marketing areas.

Operating Efficiencies

o Technology. Pathmark has made a significant and continuing investment in
information technology. All Pathmark supermarket checkout terminals have
third-generation IBM 4680 scanner systems supported by a RISC 6000
application processor in each store. These systems allow consumer credit
and electronic fund transfer ("EFT") transactions, greatly facilitate
system-wide promotion and merchandising programs, and improve the speed
and control of customer transactions. In addition, all Pathmark
supermarkets utilize radio frequency technology for direct vendor
receivings and shelf labels.

<PAGE>

o Cost Reduction. The Company is continuously evaluating its operations in
an effort to reduce operating costs consistent with its overall objective
of providing a high level of customer service. During Fiscal 1998, the
Company took several steps to accomplish this goal. Pathmark closed three
stores, which had experienced unprofitable operating results. The decision
in Fiscal 1997 to outsource its trucking business and hire a trucking
company to meet its transportation needs, and to sell its grocery, frozen
and perishable distribution centers to and enter into a 15-year supply
arrangement with C&S Wholesale Grocers, Inc. ("C&S"), resulted in lower
distribution costs in Fiscal 1998.

o Demographic and Geographic Concentration. The Company's stores serve
densely populated communities. In addition, all Pathmark supermarkets are
located within 100 miles of its corporate headquarters in Carteret, New
Jersey and the principal warehousing facilities that serve them. The high
population density, as well as the geographic concentration of stores,
provide substantial economy of scale opportunities.

Pathmark Supermarkets

Pathmark operated 132 supermarkets at January 30, 1999. Super Centers
accounted for approximately 98% of Pathmark's supermarket sales for Fiscal 1998.
The following table presents selected data reflecting supermarket sales and
stores for the last five fiscal years.

<TABLE>
<CAPTION>
Fiscal Years
-----------------------------------------
1998 1997 1996 1995(a) 1994
---- ---- ---- ------- ----
(Dollars in millions)
<S> <C> <C> <C> <C> <C>
Supermarket sales ....................... $3,655 $3,696 $3,701 $3,853 $3,785
Average sales per Supermarket(b) ........ 27.8 27.5 26.1 26.4 25.9
Number of Supermarkets:
Renovations(c) ..................... 13 5 16 14 14
Enlargements(d) .................... 1 8 5 4 11
Opened ............................. -- 2 4 5 4
Closed ............................. 3 11 4 4 6
Type of Supermarket(e):
Super Center ....................... 129 132 139 139 137
Conventional ....................... 3 3 5 5 6
Total Supermarkets Open at Year End 132 135 144 144 143
</TABLE>

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(a) Fiscal 1995 was a 53-week year.
(b) Computed on the basis of aggregate sales of stores open for the full year,
based on a 52-week period.
(c) Renovations involve an investment of $350,000 or more and in Fiscal 1998
averaged approximately $1.1 million per store.
(d) Enlargements involve the addition of selling space and in Fiscal 1998
averaged an investment in excess of $3.3 million.
(e) Includes two stores not wholly owned. The sales figures for these stores
are not included above.

By industry standards, Pathmark stores are large and productive, averaging
approximately 52,800 square feet in size and generating high average sales
volume of approximately $27.8 million per store ($715 per selling square foot)
for stores open for all of Fiscal 1998. Pathmark's 132 supermarkets at January
30, 1999 ranged from 26,008 to 66,463 square feet in size and included 121
supermarkets that are 40,000 square feet or larger in size. All Pathmark stores
carry a broad variety of food and drug store products, including an extensive
variety of the Pathmark, No Frills and Pathmark Preferred brands. All but five
supermarkets contained in-store pharmacy departments at the end of Fiscal 1998.

Pathmark pioneered the development of the large "superstore" in the Middle
Atlantic States, opening the first "Pathmark Super Center" in 1977, and
currently operates 129 such stores. The majority of Super Centers were created
through the enlargement or renovation of existing stores. In addition to the
broad variety of food and non-food items carried in conventional Pathmark
stores, a typical Super Center includes a customer service center, videotape
rental, a pharmacy, expanded produce department, meat department, cheese shop,
bakery, seafood, service delicatessen department and expanded health and beauty
care department. All Super Centers have EFT

<PAGE>

and credit transaction capability at their checkout terminals, and 48
supermarkets also feature in-store automated teller machines. During Fiscal
1996, the Company entered into master licensing agreements with two regional
banking institutions to place up to 98 in-store banks in Pathmark supermarkets
over the next two years. Each bank, which occupies approximately 400 square
feet, offers a full array of financial services and is open seven days a week.
The license agreements have an initial term of five years with optional renewal
periods. At the close of Fiscal 1998, 82 stores had in-store banks and Pathmark
expects to have ten additional in-store banks by the end of Fiscal 1999.

Over the past several years, Pathmark stores have been designed to be more
"customer friendly", with wider aisles, more accessible customer service and
information departments, improved signs and graphics, and increased availability
of Pathmark associates. For example, Pathmark has introduced "GREAT" service, a
customer service program emphasizing proactive, inter-personal communication
between store associates and customers.

Pathmark's supermarket business is generally not seasonal, although sales
in the second and fourth quarters tend to be slightly higher than those in the
first and third quarters.

Store Expansion and Renovation Program

A key to Pathmark's business strategy has been, and will continue to be,
the expansion of the total selling square footage of its operations. Pathmark
believes, that by adding new stores and increasing the selling area of existing
stores, it can improve its competitive position and operating margins by
achieving economies of scale in merchandising, advertising, distribution and
supervision. During the five years ending with Fiscal 1998, Pathmark completed
91 renovations and enlargements and opened 15 new supermarkets. At the close of
Fiscal 1998, sales in these stores accounted for approximately 76% of its total
supermarket sales. Pathmark currently expects to open up to four non-replacement
Pathmarks and to complete up to 47 renovations and enlargements during Fiscal
1999. Two of the four new Pathmarks are expected to be a new smaller format
designed particularly for densely populated urban areas where building space is
at a premium.

Advertising and Promotion

As part of its marketing strategy, Pathmark emphasizes value through its
competitive pricing and weekly sales and promotions supported by extensive
advertising. Pathmark's advertising expenditures are concentrated on print
advertising, including advertisements and circulars in local and area newspapers
and advertising flyers distributed in stores, and radio. Several years ago,
Pathmark introduced "Smart Coupons" in its advertisements. With "Smart Coupons",
customers no longer are required to cut out Pathmark coupons from its
advertisement and physically present them at the cash registers. Rather, when a
coupon item is scanned during the check-out process, the coupon savings is
automatically deducted from the price. Pathmark believes that its "Smart
Coupons" greatly convenience its customers and improve customer service at the
checkout.

Consumer Research

Pathmark conducts numerous ongoing and special consumer research projects.
These typically involve customer surveys (both in-store and by telephone) as
well as focus groups. The information derived from these projects is used to
evaluate consumers' attitudes and purchasing patterns and helps shape Pathmark's
marketing programs.

Technology

Pathmark has made a significant and continuing investment in information
technology. All Pathmark supermarket checkout terminals have third-generation
IBM 4680 scanner systems supported by an upgraded RlSC 6000 application
processor in each store. These systems allow consumer credit and EFT
transactions, greatly facilitate system-wide promotion and merchandising
programs, and improve the speed and control of customer transactions. This
technology and the data generated by scanning have not only led to lower labor
costs, improved price control and shelf allocation, and quicker customer
check-out, but have also assisted in the analysis of

<PAGE>

product movement, profit contribution and demographic merchandising. Pathmark
also has a computer-assisted ordering system that enables it to replenish
inventory to avoid "out of stocks" at store level, while maintaining optimum
overall inventory levels. In addition, all Pathmark supermarkets utilize radio
frequency technology for direct vendor receivings and shelf labels.

All of the pharmacies are equipped with pharmacy computers. In addition to
improving customer service, these computers aid pharmacists in detecting drug
interactions, improve the collection of third-party receivables and help to
attract third-party businesses, such as health maintenance organizations and
union welfare plans.

In August 1991, Pathmark entered into a ten year facilities management and
systems integration agreement with IBM. Under the agreement, IBM has taken over
Pathmark's data center operations, mainframe processing and information system
functions and is providing business applications and systems designed to enhance
Pathmark's customer service and efficiency.

Supply and Distribution

During the third quarter of Fiscal 1997, the Company, in order to help
reduce its transportation costs, decided to outsource its trucking operations
and retained a local trucking company to provide the requisite trucking
services.

Beginning on January 29, 1998, the Company began a 15-year supply
agreement (the "Supply Agreement") with C&S. Under the Supply Agreement, C&S
supplies to the Company and distributes from several warehouse facilities
previously operated by the Company and one additional warehouse (the
"Facilities") substantially all of the grocery, frozen and perishable (includes
meat, produce, seafood and delicatessen items) merchandise formerly owned and
warehoused by the Company. Management believes that the Supply Agreement with
C&S enhances the Company's ability to offer consistently fresh and high quality
products to its customers at a reduced distribution cost to the Company. Prior
to the Supply Agreement, products purchased for resale by the Company were
purchased directly from a large group of unaffiliated suppliers, including large
consumer products companies.

The Company continues to operate a 266,000 square foot leased general
merchandise, health and beauty care products and tobacco distribution center in
Edison, New Jersey (the "GMDC"), which opened in 1980. During Fiscal 1997, the
Company outsourced its pharmacy merchandise distribution requirements to a
pharmaceutical wholesaler.

Prior to the Supply Agreement with C&S, the Company operated, in addition
to the GMDC, four distribution centers and a banana ripening facility,
aggregating approximately 1.3 million square feet.

In addition to reducing the Company's distribution and transportation
costs, management believes that the logistics outsourcing will enhance its
ability to better concentrate on the core business of the Company.

Competition

The supermarket business is highly competitive and is characterized by
high asset turnover and narrow profit margins. Pathmark's earnings are primarily
dependent on the maintenance of relatively high sales volume per supermarket,
efficient product purchasing and distribution, and cost-effective store
operating and distribution techniques. Pathmark's main competitors are national,
regional and local supermarkets, drug stores, convenience stores, discount
merchandisers, "warehouse" and "club" stores and other local retailers in the
areas served. Principal competitive factors include price, store location,
advertising and promotion, product mix, quality and service.

<PAGE>

Trade Names, Service Marks and Trademarks

Pathmark has registered a variety of trade names, service marks and
trademarks with the United States Patent and Trademark Office, each for an
initial period of 20 years, renewable for as long as the use thereof continues.
Pathmark considers its Pathmark service marks to be of material importance to
its business and actively defends and enforces such service marks.

Regulation

Pathmark's food and drug business requires it to hold various licenses and
to register certain of its facilities with state and federal health, drug and
alcoholic beverage regulatory agencies. By virtue of these licenses and
registration requirements, Pathmark is obligated to observe certain rules and
regulations, and a violation of such rules and regulations could result in a
suspension or revocation of the licenses or registrations. In addition, most of
Pathmark's licenses require periodic renewals. Pathmark has experienced no
material difficulties with respect to obtaining, effecting or retaining its
licenses and registrations.

Employees

At January 30, 1999, the Company employed approximately 26,700 people, of
whom approximately 19,100 were employed on a part-time basis.

Approximately 85% of the Company's employees are covered by 15 collective
bargaining agreements (typically having three or four year terms) negotiated
with approximately 14 different local unions. During Fiscal 1999, three
contracts, covering approximately 2,000 Pathmark associates, will expire. The
Company does not anticipate any difficulty in renegotiating these contracts.

The Company believes that its relationship with its employees is generally
satisfactory.

<PAGE>

ITEM 2. Properties**

Reference is made to the answer to Item 1, "Business" of this report for
information concerning the states in which the Company's supermarkets and
distribution and processing facilities are located. See "Business of
Pathmark-Supply and Distribution" in Item 1 of this report for information
concerning the Company's remaining distribution and processing facilities.

Pathmark's 132 supermarkets have an aggregate selling area of
approximately 5.1 million square feet. Seventeen of the supermarkets are owned
by Pathmark and the remaining 115 are leased. These supermarkets are either
freestanding stores or are located in shopping centers. Thirty-three leases
expire during the current and next four calendar years and Pathmark has options
to renew all of them.

Pathmark leases its corporate headquarters in Carteret, NJ in premises
totaling approximately 150,000 square feet in size.

Most of the facilities owned by Pathmark are owned subject to mortgages.
Pathmark plans to acquire leasehold or fee interests in any property on which
new stores or other facilities are opened and will consider entering into
sale/leaseback or mortgage transactions with respect to owned properties if
Pathmark believes such transactions are financially advantageous.

ITEM 3. Legal Proceedings

On March 23, 1999, a purported holder of shares of Preferred Stock filed
an action in the Court of Chancery of the State of Delaware, purportedly on
behalf of the class of the holders of the Preferred Stock, against the Company,
SMG-II, the Purchaser and the directors of the Company (collectively, the
"Defendants"). The complaint, entitled Wolfson v. Supermarkets General Holdings
Corporation, et al., C.A. No. 17047, alleges, among other things, that (i)
certain of the Defendants have issued materially false and misleading
statements, and failed to disclose material information, in the Schedule 14D-9
in violation of their fiduciary duty of disclosure; (ii) SMG-II and the
directors of the Company breached certain fiduciary duties owed to holders of
the Preferred Stock and (iii) the Purchaser knowingly aided and abetted SMG-II's
and the directors of the Company alleged breaches of fiduciary duty. The
compliant demands, among other things, judgment (i) enjoining the Defendants
preliminarily and permanently from consummating the Offer and related
transactions, (ii) ordering the Defendants to issue corrective disclosures,
(iii) ordering the Defendants to retain an independent financial advisor to
evaluate the fairness of the Offer and the related transactions and (iv)
awarding damages to the holders of the Preferred Stock. The Company believes
that the claims against it, its directors and SMG-II are without merit and
intends to vigorously oppose them. The Purchaser has informed the Company that
it believes that the claims against it are without merit and it intends to
vigorously oppose them.

The Company is a party to a number of other legal proceedings in the
ordinary course of business. Management believes that the ultimate resolution of
these proceedings will not, in the aggregate, have a material adverse impact on
the financial condition, results of operations, cash flows or business of the
Company.

ITEM 4. Submission of Matters to a Vote of Security Holders.

None.

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** Except as otherwise indicated, information contained in this Item is given
as of January 30, 1999.

<PAGE>

PART II

ITEM 5. Market for the Registrant's Common Equity and Related Stockholder
Matters (as of April 1, 1999)

Neither the Company's Class A Common Stock nor its Class B Common Stock,
each $0.01 par value, is publicly traded on any market. All of registrant's
outstanding common stock is held by SMG-II.

The authorized preferred stock of the Company consists of 9,000,000 shares
of Preferred Stock, of which 4,890,671 shares were issued and outstanding at
April 1, 1999. The Preferred Stock has a liquidation preference of $25 per share
and its terms provide for cumulative quarterly dividends at an annual rate of
$3.52 per share, when, as, and if declared by the Board of Directors of the
Company. No active public trading market currently exists for the Preferred
Stock.

The Preferred Stock is non-voting, except that if an amount equal to six
quarterly dividends is in arrears in whole or in part, the holders thereof,
voting as a class, are entitled to elect an additional two members of the board
of directors of the Company. The Company is currently in arrears on payment of
more than six quarterly dividends on the Preferred Stock and does not expect to
receive cash flow sufficient to permit payments of dividends on the Preferred
Stock in the foreseeable future. The holders of the Preferred Stock reelected
two persons to the Company's Board of Directors at its 1998 annual meeting. See
Item 1, "Business" concerning a tender offer for the Preferred Stock.

The payment of dividends to holders of the Company's Common Stock is
subject to restrictions by the Certificate of Designation of Rights, Preferences
and Privileges under which the Preferred Stock was issued. The Company has not
paid any dividends on its Common Stock and does not anticipate paying cash
dividends on its Common Stock during Fiscal 1999.

The authorized capital stock of SMG-II consists of 3,000,000 shares of
SMG-II Class A Common Stock, 3,000,000 shares of SMG-II Class B Common Stock, of
which 748,476 and 320,000 shares, respectively, were issued and outstanding at
April 1, 1999, and 4,000,000 shares of SMG-II Preferred Stock, of which
1,500,000 shares are designated SMG-II Series A Preferred Stock, 1,500,000
shares are designated SMG-II Series B Preferred Stock, and 33,520 shares are
designated SMG-II Series C Preferred Stock (the three series of Preferred Stock
hereinafter collectively referred to as "SMG-II Preferred Stock").

At April 1, 1999, there are outstanding 236,731 shares of SMG-II Series A
Preferred Stock, 180,769 shares of SMG-II Series B Preferred Stock and 33,520
shares of SMG-II Series C Preferred Stock.

SMG-II's capital stock is held beneficially as follows: (i) SMG-II Class A
Common Stock by approximately 73 holders, including six affiliates of Merrill
Lynch & Co., Inc. (The "ML Common Investors"), Chemical Investments, Inc.
("CII"), an affiliate of Chase Manhattan Corp., and 66 current and former
members of the Company's management or their heirs (the "Management Investors");
(ii) SMG-II Series A Preferred Stock by five affiliates of Merrill Lynch & Co.,
Inc. (the "ML Preferred Investors", the ML Common Investors and ML Preferred
Investors hereinafter collectively referred to as the "ML Investors"); (iii)
SMG-II Class B Common Stock held by three holders, including CII, The Equitable
Life Assurance Society of the United States ("Equitable") and an affiliate of
Equitable (collectively, the "Equitable Investors"); (iv) SMG-II Series B
Preferred Stock held by three holders, including CII and the Equitable
Investors; and (v) SMG-II Series C Preferred Stock held by 25 Management
Investors. Holders of shares of SMG-II Class A Common Stock are entitled to one
vote per share on all matters to be voted on by stockholders. Holders of shares
of SMG-II Class B Common Stock are not entitled to any voting rights, except as
required by law or as otherwise provided in the Restated Certificate of
Incorporation of SMG-II. Subject to compliance with certain procedures, holders
of shares of SMG-II Class B Common Stock may exchange their shares for shares of
SMG-II Class A Common Stock and holders of shares of SMG-II Class A Common Stock
may exchange their shares for shares of SMG-II Class B

<PAGE>

Common Stock, in each case on a share-for-shares basis. All holders of SMG-II
capital stock are parties to a Stockholders Agreement dated as of February 4,
1991, as amended, with SMG-II (the "1991 Stockholders Agreement"), which, among
other things, restricts the transferability of SMG-II capital stock and relates
to the corporate governance of SMG-II and its subsidiaries. None of SMG-II's
capital stock is publicly traded on any market. See Item 12, "Security Ownership
of Certain Beneficial Owners and Management."

SMG-II Preferred Stock has a stated value and liquidation preference of
$200 per share and bears dividends at the rate of 10% of the stated value per
annum, payable annually. At the option of SMG-II, dividends are payable in cash
or may accumulate (and the amount thereof shall compound annually).

Holders of shares of SMG-II Series A Preferred Stock and SMG-II Series C
Preferred Stock are entitled to one vote per share of SMG-II Class A Common
Stock into which such SMG-II Series A Preferred Stock and SMG-II Series C
Preferred Stock are convertible on all matters to be voted on by SMG-II
stockholders, subject to increase to 1.11 votes per share upon the occurrence of
certain events. Holders of shares of SMG-II Series B Preferred Stock are
entitled to one vote per share of SMG-II Class B Common Stock into which such
SMG-II Series B Preferred Stock is convertible for the purpose of voting on any
consolidation or merger, sale, lease or exchange of substantially all of the
assets or any liquidation, dissolution or winding up of SMG-II. Additionally,
holders of SMG-II Preferred Stock have separate voting rights with respect to
alteration in the voting powers, rights and preferences and certain other terms
affecting the SMG-II Preferred Stock. Subject to compliance with certain
procedures, holders of SMG-II Series B Preferred Stock may exchange their shares
for shares of SMG-II Series A Preferred Stock and holders of SMG-II Series A
Preferred Stock may exchange their shares for shares of SMG-II Series B
Preferred Stock, on a share-for-share basis. Each series of SMG-II Preferred
Stock ranks pari passu with each other series.

At the option of the holder, SMG-II Preferred Stock is convertible into
SMG-II Common Stock at any time, on or prior to the occurrence of certain
events, including an initial public offering of in excess of 25% of the number
of outstanding shares of common stock of SMG-II, at a conversion ratio of one
share of the corresponding class of SMG-II Common Stock for each share of SMG-II
Preferred Stock, subject to adjustment upon the occurrence of certain events.

<PAGE>

ITEM 6. Selected Financial Data

The following table represents selected financial data for the last five
fiscal years and should be read in conjunction with the Company's Consolidated
Financial Statements at Item 8 of this report.

SUPERMARKETS GENERAL HOLDINGS CORPORATION
SUMMARY OF OPERATIONS AND FINANCIAL HIGHLIGHTS
(in millions)

<TABLE>
<CAPTION>
Fiscal Years(a)
---------------------------------------------------
1998 1997 1996 1995 1994
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Statements of Operations Data:
Sales ......................................... $ 3,655 $ 3,696 $ 3,711 $ 3,972 $ 3,969
Cost of sales (exclusive of depreciation and
amortization shown separately below) ........ 2,612 2,652 2,620 2,838 2,866
------- ------- ------- ------- -------
Gross profit .................................. 1,043 1,044 1,091 1,134 1,103
Selling, general and administrative expenses .. 833 841 857 866 851
Depreciation and amortization(b) .............. 77 84 89 80 76
Restructuring charge(c) ....................... -- -- 9 -- --
Lease commitment charge(d) .................... -- -- 9 -- --
Gain on disposition of freestanding drug
stores(e) ..................................... -- -- -- 16 --
Gain on disposal of Purity Supreme, Inc.(f) ... -- -- -- 16 --
------- ------- ------- ------- -------
Operating earnings ............................ 133 119 127 220 176
Interest expense, net(g) ...................... (161) (166) (164) (171) (160)
------- ------- ------- ------- -------
Earnings (loss) from continuing operations
before income taxes, gain on disposal of
home centers segment and extraordinary
items ....................................... (28) (47) (37) 49 16
Income tax (provision) benefit ................ (2) (2) 18 30 (4)
------- ------- ------- ------- -------
Earnings (loss) from continuing operations
before gain on disposal of home centers
segment and extraordinary items ............. (30) (49) (19) 79 12
Loss from discontinued operations ............. -- -- -- -- (2)
Gain on disposal of home centers segment, net
of tax(h) ................................... -- -- -- -- 17
------- ------- ------- ------- -------
Earnings (loss) before extraordinary items .... (30) -- (19) 79 27
Extraordinary items, net of tax(i) ............ -- (8) (1) (2) (4)
------- ------- ------- ------- -------
Net earnings (loss) ........................... (30) (57) (20) 77 23
Less: non-cash preferred stock accretion and
dividend requirements ....................... (19) (19) (19) (19) (19)
------- ------- ------- ------- -------
Net earnings (loss) attributable to common
stockholder(j) .............................. $ (49) $ (76) $ (39) $ 58 $ 4
======= ======= ======= ======= =======
Ratio of earnings to fixed charges(k) ......... -- -- -- 1.27x 1.09x
======= ======= ======= ======= =======
Deficiency in earnings available to cover fixed
charges(l) ................................. $ 28 $ 47 $ 37 $ -- $ --
======= ======= ======= ======= =======

<CAPTION>
As of
---------------------------------------------------
Jan. 30, Jan. 31, Feb. 1, Feb. 3, Jan. 28,
1999 1998 1997 1996 1995
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Balance Sheet Data:
Total assets .................................. $ 828 $ 908 $ 1,017 $ 1,009 $ 1,029
Working capital deficiency .................... 44 107 176 164 124
Lease obligations, long-term .................. 161 170 176 140 127
Long-term debt, net of current maturities ..... 1,259 1,208 1,213 1,242 1,353
Cumulative exchangeable redeemable preferred
stock ......................................... 109 107 105 104 102
Stockholder's deficiency ...................... 1,382 1,334 1,258 1,222 1,280
</TABLE>

(footnotes on following page)

<PAGE>

SUPERMARKETS GENERAL HOLDINGS CORPORATION
NOTES TO SUMMARY OF OPERATIONS AND FINANCIAL HIGHLIGHTS

(a) The Company's fiscal year ends on the Saturday nearest to January 31 of
the following calendar year. Fiscal years consist of 52 weeks, except for
53 weeks in Fiscal 1995.

(b) In Fiscal 1996 depreciation and amortization includes a $5 million pretax
charge to write down certain fixed assets held for sale to their estimated
net realizable values. See Note 5 of the Notes to Consolidated Financial
Statements at Item 8, Part II of this Form 10-K.

(c) During Fiscal 1996, the Company recorded a pretax charge of $9 million for
reorganization and restructuring costs related to its administrative
operations. See Note 18 of the Notes to Consolidated Financial Statements
at Item 8, Part II of this Form 10-K.

(d) During Fiscal 1996, the Company recorded a pretax charge of $9 million
related to unfavorable lease commitments of certain unprofitable stores in
the Company's southern region. See Note 19 of the Notes to Consolidated
Financial Statements at Item 8, Part II of this Form 10-K.

(e) During Fiscal 1995, the Company recorded a pretax gain of $16 million
related to the disposition of its freestanding drug stores.

(f) During Fiscal 1995, the Company recorded a pretax gain of $16 million
related to the sale of its remaining investment in Purity Supreme, Inc.,
to the Shop & Shop Companies, Inc.

(g) Prior to Fiscal 1995, interest expense was net of interest charged to
discontinued operations.

(h) During Fiscal 1994, the Company sold its home centers segment, which
resulted in a gain on sale of $17 million, net of $2 million of income
taxes.

(i) During Fiscal 1997 and Fiscal 1996, the Company recorded extraordinary
charges of $8 million and $1 million, respectively, net of an income tax
benefit, related to the early extinguishment of debt. See Note 15 of the
Notes to Consolidated Financial Statements at Item 8, Part II of this Form
10-K. During Fiscal 1995 and Fiscal 1994, the Company recorded
extraordinary charges of $2 million and $4 million, respectively, net of
an income benefit, related to the early extinguishment of debt.

(j) On February 4, 1991, the Company became a wholly owned subsidiary of
SMG-II through the consummation of an exchange offer whereby the then
existing stockholders exchanged on a one-for-one basis shares of the
Company's common stock for shares of common stock of SMG-II. Since the
Company is a wholly owned subsidiary, earnings (loss) per share
information is not presented.

(k) For the purpose of this calculation, earnings before fixed charges consist
of earnings from continuing operations before income taxes plus fixed
charges. Fixed charges consist of interest expense on all indebtedness
(including amortization of deferred debt issuance costs) and the portion
of operating lease rental expense that is representative of the interest
factor (deemed to be one-third of operating lease rentals). In addition,
for Fiscal 1995, the inclusion of preferred stock dividend requirements
results in a ratio of earnings to fixed charges and preferred stocks
dividends of 1.10x. For Fiscal 1994, the inclusion of preferred stock
dividend requirements results in a deficiency in earnings available to
cover fixed charges and preferred stock dividends of approximately $7
million.

(l) For purposes of determining the deficiency in earnings available to cover
fixed charges, earnings are defined as earnings (loss) from continuing
operations before income taxes plus fixed charges. Fixed charges consist
of interest expense on all indebtedness (including amortization of
deferred debt issuance costs) and the portion of operating lease rental
expense that is representative of the interest factor (deemed to be
one-third of operating lease rentals).

<PAGE>

ITEM 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations

Results of Operations

Fiscal 1998 v. Fiscal 1997

Sales: Sales in Fiscal 1998 were $3.66 billion compared to $3.70 billion
in Fiscal 1997. Same store sales increased 0.7% for the year. Sales in Fiscal
1998 compared to Fiscal 1997 were also impacted by closed and divested stores,
offset by new store openings in Fiscal 1997. During Fiscal 1998, the Company
opened no new stores, closed three stores and completed 14 renovations and
enlargements to existing supermarkets. The Company operated 132 and 135
supermarkets at the end of Fiscal 1998 and Fiscal 1997, respectively.

Gross Profit: Gross profit in Fiscal 1998 was $1.04 billion or 28.5% of
sales compared to $1.04 billion or 28.2% of sales for the prior year. The
increase in gross profit as a percentage of sales for Fiscal 1998 compared to
the prior year was due to the savings realized from the Company's outsourcing at
the end of Fiscal 1997 of certain of its distribution center operations, lower
shrink and improvements in the perishables mix. The cost of goods sold
comparisons were impacted by a pretax LIFO charge of $3.4 million and a pretax
LIFO credit of $5.4 million in Fiscal 1998 and Fiscal 1997, respectively. The
pretax LIFO charge for Fiscal 1998 is primarily due to inflation in dairy
related products and cigarettes. The pretax LIFO credit for Fiscal 1997 includes
a $2.0 million gain on a LIFO liquidation related to the sale of the Company's
pharmaceutical warehouse inventory and a $0.8 million gain on a LIFO liquidation
related to the sale of the Company's grocery, frozen and perishable merchandise
in connection with the C&S Supply Agreement (see Note 17 of the Notes to the
Consolidated Financial Statements at Item 8, Part II of this Form 10-K).

Selling, General and Administrative Expenses ("SG&A"): SG&A in Fiscal 1998
decreased $8.0 million or 1.0% compared to the prior year. As a percentage of
sales, SG&A was 22.8% in each of Fiscal 1998 and Fiscal 1997. The decrease in
SG&A for Fiscal 1998 compared to the prior year was primarily due to the gain
recognized on the sale of certain real estate, lower insurance and store labor
expenses, along with lower operating costs which resulted from sold and closed
stores, partially offset by higher incentive expense. Excluding the gain on the
sale of real estate, SG&A as a percentage of sales was 22.9% for Fiscal 1998.

Depreciation and Amortization: Depreciation and amortization of $77.0
million in Fiscal 1998 was $6.6 million lower than the prior year of $83.6
million. The decrease in depreciation and amortization expense in Fiscal 1998
compared to the prior year was primarily due to the sale of certain of the
Company's distribution center facilities at the end of Fiscal 1997, as part of
its transaction with C&S, partially offset by capital expenditures. Depreciation
and amortization excludes video tape amortization, which is recorded in cost of
goods sold, of $3.1 million and $3.4 million in Fiscal 1998 and Fiscal 1997,
respectively.

Operating Earnings: Operating earnings in Fiscal 1998 were $133.3 million
compared to the prior year of $119.5 million. The increase in operating earnings
in Fiscal 1998 compared to the prior year was primarily due to lower SG&A and
lower depreciation and amortization expense.

Interest Expense: Interest expense was $161.3 million in Fiscal 1998
compared to $166.8 million in the prior year. The decrease in interest expense
in Fiscal 1998 compared to the prior year was primarily due to reductions in the
term loan component (the "Term Loan") of the Credit Agreement dated as of June
30, 1997 among Pathmark, Chase Manhattan Bank as agent and the lender parties
thereto (the "Credit Agreement") and lease obligations, lower amortization of
debt issuance costs and the paydown of certain mortgages and the repayment of
the PTK Exchangeable Guaranteed Debentures (as defined in Note 8 of the Notes to
the Consolidated Financial Statements at Item 8, Part II of this Form 10-K),
partially offset by the debt accretion on the Deferred Coupon Notes (as defined
in Note 8 of the Notes to the Consolidated Financial Statements at Item 8, Part
II of this Form 10-K).

Income Taxes: The income tax provision was $1.7 million and $2.2 million
in Fiscal 1998 and Fiscal 1997, respectively. For Fiscal 1998, the Company
recorded a valuation allowance primarily related to the income tax benefit;
therefore, no income tax benefit has been recognized. The Company believes that
it is more likely than not that the net deferred income tax assets of $50.2
million at January 30, 1999 will be realized through the implementation of tax
strategies which could generate taxable income.

<PAGE>

During Fiscal 1998, the Company made income tax payments of $1.0 million
and received income tax refunds of $4.5 million. During Fiscal 1997, the Company
made income tax payments of $4.8 million and received income tax refunds of $5.8
million.

Extraordinary Items: During the second quarter of Fiscal 1997, in
connection with the Credit Agreement, the Company wrote off deferred financing
fees of $12.8 million related to the former bank credit agreement, resulting in
a net loss on early extinguishment of debt of $7.4 million. In addition, during
the second quarter of Fiscal 1997, in connection with the sale of certain
mortgaged property, the Company made a mortgage paydown of $2.9 million,
including accrued interest and debt premiums, resulting in a net loss on early
extinguishment of debt of $0.1 million.

Summary of Operations: For Fiscal 1998, the Company's net loss was $29.7
million compared to a net loss of $56.9 million for the prior year. The decrease
in net loss in Fiscal 1998 compared to the prior year was primarily due to
higher operating earnings and lower interest expense in Fiscal 1998 and the
extraordinary loss in Fiscal 1997.

EBITDA-FIFO: EBITDA-FIFO was $212.2 million and $201.6 million in Fiscal
1998 and Fiscal 1997, respectively. EBITDA-FIFO represents net earnings before
interest expense, income taxes, depreciation, amortization, the gain on sale of
real estate, the LIFO charge (credit) and unusual transactions. EBITDA-FIFO is a
widely accepted financial indicator of a company's ability to service and/or
incur debt and should not be construed as an alternative to, or a better
indicator of, operating income or cash flows from operating activities, as
determined in accordance with generally accepted accounting principles.

Fiscal 1997 v. Fiscal 1996

Sales: Sales in Fiscal 1997 were $3.70 billion compared to $3.71 billion
in the prior year, a decrease of 0.4%. Same store sales increased 0.8% for the
year. Sales in Fiscal 1997 compared to Fiscal 1996 were also impacted by new
store openings and remodels, offset by sold and closed stores. During Fiscal
1997, the Company opened two new Pathmark stores, completed 13 major renovations
and enlargements to existing supermarkets, and sold four and closed seven
stores. The Company operated 135 and 144 supermarkets at the end of Fiscal 1997
and Fiscal 1996, respectively.

Gross Profit: Gross profit in Fiscal 1997 was $1.04 billion or 28.2% of
sales compared to $1.09 billion or 29.4% of sales for the prior year. The
decrease in gross profit in both dollars and as a percentage of sales for Fiscal
1997 compared to the prior year was due to the promotional pricing program
introduced during the first quarter of Fiscal 1997, as well as the
pre-Thanksgiving holiday promotions during the third quarter of Fiscal 1997. The
cost of goods sold comparisons were impacted by a pretax LIFO credit of $5.4
million and $1.3 million in Fiscal 1997 and Fiscal 1996, respectively. The
pretax LIFO credit for Fiscal 1997 includes a $2.0 million gain on a LIFO
liquidation related to the sale of the Company's pharmaceutical warehouse
inventory and a $0.8 million gain on a LIFO liquidation related to the sale of
the Company's grocery, frozen and perishable merchandise in connection with the
C&S Supply Agreement (see Note 17 of the Notes to the Consolidated Financial
Statements at Item 8, Part II of this Form 10-K).

Selling, General and Administrative Expenses ("SG&A"): SG&A in Fiscal 1997
decreased $16.4 million or 1.9% compared to the prior year. As a percentage of
sales, SG&A was 22.8% in Fiscal 1997, down from 23.1% in the prior year. The
decrease in SG&A as a percentage of sales in Fiscal 1997 compared to the prior
year was primarily due to lower administrative, advertising, claims and
utilities expenses, partially offset by higher store labor expenses.

Depreciation and Amortization: Depreciation and amortization of $83.6
million in Fiscal 1997 was $5.5 million lower than the prior year of $89.1
million. The decrease in depreciation and amortization expense in Fiscal 1997
compared to the prior year was primarily due to a pretax charge of $5.4 million
in Fiscal 1996 to write down fixed assets held for sale, principally in the
Company's southern region, partially offset by capital expenditures in Fiscal
1997. Depreciation and amortization excludes video tape amortization, which is
recorded in cost of goods sold, of $3.4 million and $3.1 million in Fiscal 1997
and Fiscal 1996, respectively.

<PAGE>

Operating Earnings: Operating earnings in Fiscal 1997 were $119.5 million
compared to the prior year of $127.2 million. The decrease in operating earnings
in Fiscal 1997 compared to the prior year was primarily due to lower gross
profit, partially offset by lower SG&A and depreciation expense in Fiscal 1997
and the restructuring charge and the lease commitment charge in Fiscal 1996.

Interest Expense: Interest expense was $166.8 million in Fiscal 1997
compared to $164.1 million in the prior year. The increase in interest expense
in Fiscal 1997 compared to the prior year was primarily due to increases in
lease obligations and the debt accretion on the Deferred Coupon Notes, partially
offset by lower amortization of debt issuance costs.

Income Taxes: The income tax provision was $2.2 million in Fiscal 1997
compared to an income tax benefit of $17.7 million in Fiscal 1996. The 1997
provision is net of a $21.8 million increase in the valuation allowance related
to the Company's deferred income tax assets.

During Fiscal 1997, the Company made income tax payments of $4.8 million
and received income tax refunds of $5.8 million. During Fiscal 1996, the Company
made income tax payments of $4.7 million and received income tax refunds of $8.1
million.

During the second quarter of Fiscal 1996, in connection with the sale of
certain mortgaged property, the Company made a mortgage paydown of $5.3 million,
including accrued interest and debt premiums, resulting in a net loss on early
extinguishment of debt of $0.2 million. During the first quarter of Fiscal 1996,
in connection with the termination of the Plainbridge, Inc. credit agreement due
to the reacquisition of Plainbridge, Inc. by Pathmark, the Company wrote off
deferred financing fees resulting in a net loss on early extinguishment of debt
of $0.7 million. During the first quarter of Fiscal 1996, the Company also made
a paydown of $3.2 million of PTK Exchangeable Guaranteed Debentures. The premium
paid, including original issue discount, resulted in a net loss on early
extinguishment of debt of $0.1 million.

Summary of Operations: For Fiscal 1997, the Company's net loss was $56.9
million compared to a net loss of $20.1 million for the prior year. The increase
in net loss in Fiscal 1997 compared to the prior year was primarily due to lower
operating earnings, the extraordinary loss on early extinguishment of debt,
higher interest expense and the income tax provision in Fiscal 1997 compared to
the income tax benefit in Fiscal 1996.

EBITDA-FIFO: EBITDA-FIFO was $201.6 million and $236.7 million in Fiscal
1997 and Fiscal 1996, respectively.

Financial Condition

Debt Service: During Fiscal 1998, total long-term debt increased $22.6
million from Fiscal 1997 year end primarily due to borrowings under the working
capital facility component of the Credit Agreement (the "Working Capital
Facility") and debt accretion on the Deferred Coupon Notes, partially offset by
the repayment of the PTK Exchangeable Guaranteed Debentures, reductions in the
Term Loan and a net decrease in certain mortgages. Borrowings under the Working
Capital Facility were $43.0 million at January 30, 1999 and $44.4 million at
April 21, 1999. In addition, during Fiscal 1998, total lease obligations
decreased $12.1 million from Fiscal 1997 year end.

During the third quarter of Fiscal 1998, the Company paid in full $20.1
million of mortgages, due December 1998, on six properties in conjunction with a
$23.3 million refinancing of four of these properties. The new mortgages are
payable in installments through Fiscal 2008, including a scheduled final payment
of $18.6 million.

<PAGE>

During Fiscal 1998, the Company sold certain real estate for $55.7
million, including $22.9 million related to the sale of the distribution center,
previously leased to Rickel Home Centers, Inc. ("Rickel") and recognized a gain
of $5.1 million. The proceeds were used to paydown the related mortgages and a
portion of the Working Capital Facility.

On June 30, 1997, the Company, through its Pathmark subsidiary, entered
into the Credit Agreement with a group of lenders led by The Chase Manhattan
Bank. The Credit Agreement includes a $300 million Term Loan and a $200 million
Working Capital Facility. Under the Credit Agreement, the Term Loan and Working
Capital Facility bear interest at floating rates, ranging from LIBOR plus 2.25%
to LIBOR plus 2.50%. The Company is required to repay a portion of its
borrowings under the Term Loan each year, so as to retire such indebtedness in
its entirety by December 15, 2001. Under the Working Capital Facility, which
expires on June 15, 2001, the Company can borrow or obtain letters of credit in
an aggregate amount not to exceed $200 million, of which the maximum of $125
million can be in letters of credit. In addition, pursuant to a Permitted
Subordinated Debt Refinancing (as defined in the Credit Agreement), the Working
Capital Facility and a portion of the Term Loan can be extended up to an
additional two and one-half years and the remainder of the Term Loan can be
extended up to an additional three and one-half years from the original
expiration dates.

The Company is required to make sinking fund payments on the Subordinated
Notes (as defined in Note 8 of the Notes to Consolidated Financial Statements at
Item 8, Part II of this Form 10-K) in the amount of 25% of the original
aggregate principal amount of the Subordinated Notes on each of June 15, 2000
and June 15, 2001. The Subordinated Debentures (as defined in Note 8 of the
Notes to Consolidated Financial Statements at Item 8, Part II of this Form 10-K)
and the remaining Subordinated Notes mature on June 15, 2002. The Senior
Subordinated Notes (as defined in Note 8 of the Notes to Consolidated Financial
Statements at Item 8, Part II of this Form 10-K) and the Deferred Coupon Notes
mature in Fiscal 2003. The Company has no payment obligations, through
intercompany notes or otherwise, with respect to its parent's indebtedness.

The majority of the cash interest payments are scheduled in the second and
fourth quarters.

The amounts of principal payments required each year on outstanding
long-term debt (excluding the original issue discount with respect to the
Pathmark Deferred Coupon Notes) are as follows (dollars in millions):

Principal
Fiscal Years Payments
------------ --------
1999 ...................................... $ 15.9
2000 ...................................... 78.8
2001 ...................................... 307.4
2002 ...................................... 196.3
2003 ...................................... 654.5
Thereafter ................................ 21.5
--------
$1,274.4
========

Liquidity: The consolidated financial statements of the Company indicate
that, at January 30, 1999, current liabilities exceeded current assets by $44.5
million and stockholder's deficiency was $1.4 billion. Management believes that
cash flows generated from operations, supplemented by the unused borrowing
capacity under the Working Capital Facility (refer to Notes 1 and 8 of the Notes
to Consolidated Financial Statements at Item 8, Part II of this Form 10-K) and
the availability of capital lease financing, will be sufficient to pay the
Company's debts as they come due, provide for its capital expenditure program
and meet its other cash requirements.

The Company believes that it will be able to make the scheduled payments
or refinance its obligations with respect to its indebtedness through a
combination of operating funds and borrowing facilities. Future refinancing will
be necessary if the Company's cash flow from operations is not sufficient to
meet its debt service requirements related to the maturity of a portion of the
Term Loan and Working Capital Facility in Fiscal 2001, and the maturity of the
Subordinated Notes and Subordinated Debentures in Fiscal 2002. The Company
expects that it will be necessary to refinance all or a portion of the Senior
Subordinated Notes and the Deferred Coupon Notes due in Fiscal 2003. The Company
may undertake a refinancing of some or all of such indebtedness sometime prior
to its maturity. The Company was in compliance with its various debt covenants
at January 30,

<PAGE>

1999 and, based on management's operating projections for Fiscal 1999, the
Company believes that it will continue to be in compliance with its various debt
covenants, as amended. The Company's ability to make scheduled payments, to
refinance or otherwise meet its obligations with respect to its indebtedness
depends on its financial and operating performance, which in turn, is subject to
prevailing economic conditions and to financial, business and other factors
beyond its control. Although the Company's cash flow from its operations and
borrowings has been sufficient to meet its debt service obligations, there can
be no assurance that the Company's operating results will continue to be
sufficient or that future borrowing facilities will be available for payment or
refinancing of the Company's indebtedness.

While it is the Company's intention to enter into other refinancings that
it considers advantageous, there can be no assurances that the prevailing market
conditions will be favorable to the Company. In the event the Company obtains
any future refinancing on less than favorable terms, the holders of outstanding
indebtedness could experience increased credit risk and could experience a
decrease in the market value of their investment, because the Company might be
forced to operate under terms that would restrict its operations and might find
its cash flow reduced.

Preferred Stock Dividends: The terms of the Preferred Stock provide for
cumulative quarterly dividends at an annual rate of $3.52 per share when, and
if, declared by the Board of Directors of Holdings. Dividends for the first 20
quarterly dividend periods (through October 15, 1992) were paid at the Company's
option in additional shares of Preferred Stock. Since January 15, 1993,
dividends not paid in cash cumulate at the rate of $3.52 per share per annum,
without interest, until declared and paid. As of January 30, 1999, unpaid
dividends of $107.6 million were accrued and included in other noncurrent
liabilities.

Capital Expenditures: Capital expenditures for Fiscal 1998, including
property acquired under capital leases, were $53.5 million compared to $58.0
million for Fiscal 1997 and $94.7 million for Fiscal 1996. During Fiscal 1998,
the Company opened no new stores, closed three stores and completed 14
renovations and enlargements to existing supermarkets. During Fiscal 1999, the
Company plans to open up four new Pathmark stores and complete up to an
aggregate of 47 renovations and enlargements. Capital expenditures for Fiscal
1999, including property to be acquired under capital leases, are estimated to
be $99.0 million. Management believes that cash flows generated from operations,
supplemented by the unused borrowing capacity under the Working Capital Facility
and the availability of capital lease financing, will be sufficient to provide
for the Company's capital expenditure program.

Cash Flows: Cash used for operating activities amounted to $25.4 million
in Fiscal 1998 compared to cash provided by operating activities of $58.2
million in the prior year. The change in cash flow from operating activities was
primarily due to cash used for operating assets and liabilities, resulting from
the paydown of trade accounts payable, utilizing the proceeds received at the
end of Fiscal 1997 related to the C&S transaction, and an increase in due from
suppliers related to the C&S transition, partially offset by a decrease in the
net loss. Cash provided by investing activities was $15.1 million in Fiscal 1998
compared to $95.7 million in the prior year. The decrease in cash provided by
investing activities was primarily due to the proceeds related to the C&S
Purchase Agreement in Fiscal 1997 and an increase in expenditures of property
and equipment, partially offset by an increase in proceeds from property
dispositions. Cash used for financing activities was $44.9 million in Fiscal
1998 compared to $101.9 million in the prior year. The decrease in cash used for
financing activities was primarily due to a net increase in borrowings under the
Credit Agreement in Fiscal 1998, as compared to a net decrease in borrowings
under the credit agreements in Fiscal 1997; this change in borrowing activities
between Fiscal 1998 and Fiscal 1997 was primarily due to the impact of the C&S
transaction described above. The decrease in cash used for financing activities
was also due to a decrease in deferred financing fees related to the Credit
Agreement in Fiscal 1997, partially offset by the note receivable from PTK and
a decrease in book overdrafts related to the C&S transition.

Cash provided by operating activities amounted to $58.2 million in Fiscal
1997 compared to $77.6 million in the prior year. The decrease in net cash
provided by operating activities was primarily due to an increase in the net
loss and an increase in cash used for operating assets and liabilities. Cash
provided by investing activities was $95.7 million in Fiscal 1997 compared to
cash used for investing activities of $47.0 million in the prior year. The
increase in cash provided by investing activities was primarily due to an
increase in proceeds related to the C&S

<PAGE>

Purchase Agreement, property dispositions and a decrease in expenditures of
property and equipment. Cash used for financing activities was $101.9 million in
Fiscal 1997 compared to $32.1 million in the prior year. The increase in cash
used for financing activities was primarily due to a decrease in borrowings in
conjunction with the Credit Agreement, net of repaying in full the former term
loan and former working capital facility in Fiscal 1997, the proceeds from the
lease financing of three supermarket locations in Fiscal 1996, a decrease in
book overdrafts and an increase in deferred financing fees related to the Credit
Agreement in Fiscal 1997.

Year 2000 Readiness: This disclosure is a year 2000 ("Year 2000")
Readiness Disclosure within the meaning of the Year 2000 Information and
Readiness Disclosure Act of 1998 to the extent that the disclosure relates to
the Year 2000 processing of the Company.

The Company is preparing its computer systems and hardware to deal with
the issues related to the Year 2000. This is necessary because certain computer
programs have been written using two digits rather than four to define the
applicable year. Any of the Company's computer programs that have time-sensitive
software may recognize a date using "00" as the year 1900 rather than the year
2000. This could result in a system failure or miscalculation causing
disruptions of operations, including, among other things, a temporary inability
to process normal business transactions. In addition, many of the Company's
vendors and service providers are also faced with similar issues related to the
Year 2000.

In order to address the Year 2000 issues, the Company has formed a project
team of senior managers. This project team has assessed the Company's
information systems, including its hardware, software programs and embedded
systems contained in the Company's stores, distribution facilities and corporate
headquarters. Based on the findings of this assessment, the Company has
commenced a plan to upgrade or replace the Company's hardware and software
programs to ensure Year 2000 readiness, as well as to assess the Year 2000
readiness of the Company's vendors and service providers. In addition, the
Company's management is currently formulating contingency plans, which, in the
event that the Company is unable to fully achieve Year 2000 readiness in a
timely manner, or any of the Company's vendors or service providers fail to
achieve Year 2000 readiness, may be implemented to minimize the risks of
interruptions of the Company's business. The Audit Committee of the Board of
Directors is advised periodically on the status of the Company's Year 2000
readiness program.

The Company is communicating with its principal vendors to determine the
extent to which it will be vulnerable to third-party Year 2000 readiness
problems. Based on its assessment to date of the Year 2000 readiness of the
Company's key suppliers, including C&S, vendors, service providers and other
third parties on which the Company relies for business operations, the Company
believes that its principal vendors, service providers and other third parties
are taking action related to the Year 2000. The Company plans to test Year 2000
readiness with certain key suppliers; however, the Company has limited ability
to test and control such third parties' Year 2000 readiness, and the Company
cannot provide assurance that failure of such third parties to address the Year
2000 issue will not cause an interruption of the Company's business.

The Company has committed significant resources in connection with
resolving its Year 2000 issues. The Company expects that the principal costs
will be those associated with the remediation and testing of its computer
applications. Through IBM, this effort is under way across the Company and is
following a process of inventory, analysis, modification, testing and
implementation. A major portion of these costs will be met under the existing
agreement with IBM through a reprioritization of systems development projects,
with the remainder representing incremental costs. Those systems development
projects, which have been deferred due to the Year 2000 readiness program, are
not deemed to be critical to the Company's operations. As of April 21, 1999, the
Company believes that approximately 54% of its mainframe information systems are
Year 2000 ready. The Company estimates that the total costs associated with
achieving Year 2000 readiness will be approximately $17.0 million (of which
approximately $6.2 million has been expended through January 30, 1999),
consisting of system remediation costs of $9.0 million and equipment replacement
of $8.0 million. The Company anticipates that it will finance the cost of its
Year 2000 remediation using its existing sources of liquidity.

<PAGE>

The Company expects to complete its Year 2000 remediation by August 1999.
However, the Company's ability to execute its plan in a timely manner may be
adversely affected by a variety of factors, some of which are beyond the
Company's control, including turnover of key employees, availability and
continuity of IBM consultants and the potential for unforeseen implementation
problems. The Company's business could be interrupted if the Year 2000 plan is
not implemented in a timely manner, if the Company's vendors, service providers
or other third parties are not Year 2000 ready or if the Company's contingency
plans are not successful. Any such business interruptions could have a material
adverse effect on the Company's results of operation, liquidity or financial
condition by impairing its ability to process customer transactions, as well as
to order and receive merchandise for sale in a timely manner.

New Accounting Standards Not Yet Adopted

In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities ("SFAS No. 133"). SFAS No. 133 represents a comprehensive
framework of accounting rules that standardizes the accounting for all
derivatives. SFAS No. 133 applies to all entities and to all types of
derivatives, and is effective for all fiscal quarters of fiscal years beginning
after June 15, 1999. The adoption of SFAS 133 is not expected to materially
affect the financial position or results of operations of the Company.

Forward-Looking Information

The matters discussed herein, with the exception of historical
information, are "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements are
subject to risks, uncertainties and other factors, which could cause actual
results to differ materially from future results expressed or implied by such
forward-looking statements. Potential risks and uncertainties include, but are
not limited to, the competitive environment in which the Company operates, the
general economic conditions in the Company's trading areas and the ability of
the Company, its key suppliers, vendors and others with whom the Company has
significant business relationships to identify and remediate all Year 2000
issues.

ITEM 7a. Quantitative and Qualitative Disclosures about Market Risk

Market risk represents the risk of loss that may impact the consolidated
financial position, results of operations or cash flows of the Company due to
adverse changes in financial rates. The Company is exposed to market risk in the
area of interest rates. This exposure is directly related to its Term Loan and
borrowing activities under the Working Capital Facility. The Company does not
currently maintain any interest rate hedging arrangements due to the reasonable
risk that near-term interest rates will not rise significantly. The Company is
continuously evaluating this risk and will implement interest rate hedging
arrangements when deemed appropriate.

<PAGE>

ITEM 8. Consolidated Financial Statements.

SUPERMARKETS GENERAL HOLDINGS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands)

<TABLE>
<CAPTION>
52 Weeks Ended
---------------------------------------
January 30, January 31, February 1,
1999 1998 1997
----------- ----------- -----------
<S> <C> <C> <C>
Sales .............................................. $ 3,655,211 $ 3,696,040 $ 3,710,990
Cost of sales (exclusive of depreciation and
amortization shown separately below) ............. 2,611,984 2,652,028 2,619,329
----------- ----------- -----------
Gross profit ....................................... 1,043,227 1,044,012 1,091,661
Selling, general and administrative expenses ....... 832,948 840,942 857,374
Depreciation and amortization ...................... 77,027 83,585 89,139
Restructuring charge ............................... -- -- 9,137
Lease commitment charge ............................ -- -- 8,763
----------- ----------- -----------
Operating earnings ................................. 133,252 119,485 127,248
Interest expense ................................... (161,325) (166,780) (164,118)
----------- ----------- -----------
Loss before income taxes and extraordinary items ... (28,073) (47,295) (36,870)
Income tax (provision) benefit ..................... (1,651) (2,164) 17,723
----------- ----------- -----------
Loss before extraordinary items .................... (29,724) (49,459) (19,147)
Extraordinary items, net of an income tax benefit
of $5,456 in Fiscal 1997 and $695 in Fiscal 1996 . -- (7,488) (997)
----------- ----------- -----------
Net loss ........................................... (29,724) (56,947) (20,144)
Less: non-cash preferred stock accretion and
dividend requirements ............................ (19,101) (19,026) (18,954)
----------- ----------- -----------
Net loss attributable to common stockholder ........ $ (48,825) $ (75,973) $ (39,098)
=========== =========== ===========
</TABLE>

See notes to consolidated financial statements.

<PAGE>

SUPERMARKETS GENERAL HOLDINGS CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands except share amounts)

<TABLE>
<CAPTION>
January 30, January 31,
1999 1998
----------- -----------
<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents ....................... $ 7,726 $ 62,914
Accounts receivable, net ........................ 13,792 11,519
Merchandise inventories ......................... 143,212 148,983
Income taxes receivable ......................... 1,482 --
Deferred income taxes, net ...................... 4,026 8,492
Prepaid expenses ................................ 21,527 21,455
Due from suppliers .............................. 49,600 13,027
Other current assets ............................ 10,708 11,480
----------- -----------
Total Current Assets .......................... 252,073 277,870
Property and Equipment, Net ....................... 471,583 530,716
Deferred Financing Costs, Net ..................... 15,723 18,547
Deferred Income Taxes, Net ........................ 46,148 46,279
Other Assets ...................................... 42,525 34,342
----------- -----------
$ 828,052 $ 907,754
=========== ===========
LIABILITIES AND STOCKHOLDER'S DEFICIENCY
Current Liabilities
Accounts payable ................................ $ 94,426 $ 129,372
Book overdrafts ................................. 4,541 26,330
Current maturities of long-term debt ............ 15,902 43,478
Income taxes payable ............................ -- 372
Accrued payroll and payroll taxes ............... 52,014 49,599
Current portion of lease obligations ............ 21,956 24,417
Accrued interest payable ........................ 21,325 18,300
Accrued expenses and other current liabilities .. 86,404 93,336
----------- -----------
Total Current Liabilities ..................... 296,568 385,204
----------- -----------
Long-Term Debt .................................... 1,258,539 1,208,327
----------- -----------
Lease Obligations, Long-Term ...................... 160,820 170,471
----------- -----------
Other Noncurrent Liabilities ...................... 385,287 370,697
----------- -----------
Redeemable Securities
Exchangeable Preferred Stock, $.01 par value .... 109,069 107,183
----------- -----------
Authorized: 9,000,000 shares
Issued and outstanding: 4,890,671 shares
Liquidation preference, $25 per share: $122,267
Commitments and Contingencies (Notes 11, 17 and 24)
Stockholder's Deficiency
Class A Common Stock $.01 par value ............... 7 7
Authorized: 1,075,000 shares
Issued and outstanding: 650,675 shares
Class B Common Stock $.01 par value ............... 3 3
Authorized: 1,000,000 shares
Issued and outstanding: 320,000 shares
Paid-in Capital ................................... 196,357 197,521
Accumulated Deficit ............................... (1,578,598) (1,531,659)
----------- -----------
Total Stockholder's Deficiency ................ (1,382,231) (1,334,128)
----------- -----------
$ 828,052 $ 907,754
=========== ===========
</TABLE>

See notes to consolidated financial statements.

<PAGE>

SUPERMARKETS GENERAL HOLDINGS CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDER'S DEFICIENCY
(in thousands except per share amounts)

<TABLE>
<CAPTION>
Class A Class B Total
Common Common Paid-in Accumulated Stockholder's
Stock Stock Capital Deficit Deficiency
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Balance, February 3, 1996 ............ $ 7 $ 3 $ 197,671 $(1,420,138) $(1,222,457)
Net loss ........................... -- -- -- (20,144) (20,144)
Accrued dividends on preferred stock
($3.52 per share) ............... -- -- -- (17,215) (17,215)
Accretion on preferred stock ....... -- -- (1,739) -- (1,739)
Capital contribution from SMG-II
Holdings Corporation ............ -- -- 3,400 -- 3,400
----------- ----------- ----------- ----------- -----------
Balance, February 1, 1997 ............ 7 3 199,332 (1,457,497) (1,258,155)
Net loss ........................... -- -- -- (56,947) (56,947)
Accrued dividends on preferred stock
($3.52 per share) ................ -- -- -- (17,215) (17,215)
Accretion on preferred stock ....... -- -- (1,811) -- (1,811)
----------- ----------- ----------- ----------- -----------
Balance, January 31, 1998 ............ 7 3 197,521 (1,531,659) (1,334,128)
Net loss ........................... -- -- -- (29,724) (29,724)
Accrued dividends on preferred stock
($3.52 per share) ................ -- -- -- (17,215) (17,215)
Accretion on preferred stock ....... -- -- (1,886) -- (1,886)
Capital contribution from SMG-II
Holdings Corporation ............. -- -- 722 -- 722
----------- ----------- ----------- ----------- -----------
Balance, January 30, 1999 ............ $ 7 $ 3 $ 196,357 $(1,578,598) $(1,382,231)
=========== =========== =========== =========== ===========
</TABLE>

See notes to consolidated financial statements.

<PAGE>

SUPERMARKETS GENERAL HOLDINGS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

<TABLE>
52 Weeks Ended
-----------------------------------------
January 30, January 31, February 1,
1999 1998 1997
--------- --------- ---------
<S> <C> <C> <C>
Operating Activities
Net loss ...................................................... $ (29,724) $ (56,947) $ (20,144)
Adjustments to reconcile net loss to net cash provided by
(used for) operating activities:
Extraordinary loss on early extinguishment of debt .......... -- 7,488 997
Depreciation and amortization ............................... 80,684 87,513 92,668
Deferred income tax benefit ................................. 4,597 (5,272) (14,674)
Interest accruable but not payable .......................... 20,812 18,509 16,678
Amortization of original issue discount ..................... 1,097 3,341 3,124
Amortization of debt issuance costs ......................... 4,159 5,542 7,426
(Gain) loss on disposal of property and equipment ........... (4,332) 127 (5,347)
Cash provided by (used for) operating assets and liabilities:
Accounts receivable, net .................................. (2,273) 1,280 (1,959)
Merchandise inventories ................................... 5,771 22,471 8,340
Income taxes .............................................. (1,854) 7,948 (262)
Prepaid expenses .......................................... (3,169) (849) (2,886)
Due from suppliers ........................................ (36,573) 923 (772)
Other current assets ...................................... 972 (4,864) (1,789)
Other assets .............................................. (5,566) 9,710 1,351
Accounts payable .......................................... (34,946) (38,074) (17,882)
Accrued payroll and payroll taxes ......................... 2,415 (6,815) 1,987
Accrued interest payable .................................. 2,933 (2,289) 1,403
Accrued expenses and other current liabilities ............ (7,029) 2,707 (1,919)
Other noncurrent liabilities .............................. (23,397) 5,733 11,222
--------- --------- ---------
Cash provided by (used for) operating activities ........ (25,423) 58,182 77,562
--------- --------- ---------

Investing Activities
Property and equipment expenditures ........................... (41,332) (34,327) (55,184)
Proceeds from disposition of property and equipment ........... 56,436 26,132 8,170
Net proceeds in connection with the C&S Purchase Agreement .... -- 103,858 --
--------- --------- ---------
Cash provided by (used for) investing activities ........ 15,104 95,663 (47,014)
--------- --------- ---------

Financing Activities
Increase (decrease) in Pathmark working capital facilities
borrowings .................................................... 43,000 (73,500) 27,500
Increase in other long-term debt .............................. 26,652 1,956 2,052
Repayment of Pathmark term loans .............................. (7,566) (279,877) (44,828)
Repayment of other long-term debt ............................. (61,359) (6,136) (11,092)
Reduction in lease obligations ................................ (22,718) (21,409) (20,090)
Decrease in book overdrafts ................................... (21,789) (14,756) (2,903)
Deferred financing fees ....................................... (1,335) (8,044) (3,597)
Capital contribution from SMG II Holdings Corporation ......... 246 -- --
Borrowings under Pathmark Term Loan in connection with the
new Credit Agreement ........................................ -- 300,000 --
Premiums incurred in early extinguishment of debt ............. -- (132) (554)
Proceeds from lease financing ................................. -- -- 21,405
--------- --------- ---------
Cash used for financing activities ...................... (44,869) (101,898) (32,107)
--------- --------- ---------
Increase (decrease) in cash and cash equivalents ................ (55,188) 51,947 (1,559)
Cash and cash equivalents at beginning of period ................ 62,914 10,967 12,526
--------- --------- ---------
Cash and cash equivalents at end of period ...................... $ 7,726 $ 62,914 $ 10,967
========= ========= =========
Supplemental Disclosures of Cash Flow Information
Interest paid ................................................. $ 132,234 $ 141,626 $ 135,423
========= ========= =========
Income taxes paid ............................................. $ 1,032 $ 4,830 $ 4,686
========= ========= =========
Noncash Investing and Financing Activities
Capital lease obligations ..................................... $ 12,200 $ 23,626 $ 39,564
========= ========= =========
</TABLE>

See notes to consolidated financial statements.

<PAGE>

SUPERMARKETS GENERAL HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1--Business

Organization and Basis of Presentation:

Supermarkets General Holdings Corporation (the "Company" or "Holdings"),
through its indirect wholly owned subsidiary Pathmark Stores, Inc. ("Pathmark"),
operated 132 supermarkets as of January 30, 1999, primarily in the New York-New
Jersey and Philadelphia metropolitan areas, and is a wholly owned subsidiary of
SMG-II Holdings Corporation ("SMG-II").

Holdings and its wholly owned subsidiary, SMG Acquisition Corporation
("SMG"), were formed by Merrill Lynch Capital Partners, Inc., a wholly owned
subsidiary of Merrill Lynch & Co., Inc., ("ML&Co."), to effect the acquisition
(the "Acquisition") of Supermarkets General Corporation ("Old Supermarkets"). On
June 15, 1987, Holdings completed the first step in the Acquisition when it
acquired 32.8 million shares (approximately 85%) of Old Supermarkets' common
stock through a tender offer by SMG. The remaining outstanding common stock of
Old Supermarkets was acquired by Holdings on October 5, 1987 when SMG was merged
with and into Old Supermarkets, pursuant to a merger agreement dated April 22,
1987, as amended. The Acquisition was accounted for as a purchase and,
accordingly, Holdings recorded the assets and liabilities of Old Supermarkets at
their fair values at the date of the Acquisition. The tax basis for the assets
and liabilities acquired was retained.

On November 15, 1990, SMG-II Holdings Corporation, a then newly
incorporated Delaware corporation ("SMG-II"), commenced an exchange offer (the
"Exchange Offer"), pursuant to which the then existing common stockholders of
the Company could exchange, on a one-for-one basis, shares of the Company's
common stock for shares of SMG-II's common stock. All outstanding shares of the
Company's common stock were exchanged pursuant to the Exchange Offer. As a
result of the Exchange Offer, SMG-II owns all of the Company's common stock and
is effectively a holding company for the operations of the Company.
Simultaneously, SMG-II sold 417,500 shares of its Cumulative Convertible
Preferred Stock (the "SMG-II Preferred Stock") for an aggregate purchase price
of $83.5 million to various institutional investors. SMG-II utilized these
proceeds to purchase certain Holdings debt instruments and shares of Holdings
$3.52 Cumulative Exchangeable Redeemable Preferred Stock (the "Preferred
Stock"). Such securities were contributed to and retired by Holdings; in
addition, cash sufficient to pay associated income taxes was also contributed to
Holdings.

During Fiscal 1993, the Board of Directors of Holdings authorized
management of Holdings to proceed with a recapitalization plan (the
"Recapitalization"), which included a refinancing of Holdings' debt. In
conjunction with the recapitalization, the assets, liabilities and related
operations of the home centers segment, as well as certain assets and
liabilities of the warehouse, distribution and processing facilities which
service the Pathmark supermarkets and drug stores, and certain inventories and
real property were contributed to Plainbridge, Inc. ("Plainbridge"), a then
newly formed indirect wholly owned subsidiary of Holdings and the shares of
Plainbridge were then distributed to PTK Holdings, Inc. ("PTK"), a then newly
formed wholly owned subsidiary of Holdings (the "Plainbridge Spin-Off").
Following the Plainbridge Spin-Off, PTK held 100% of the capital stock of both
Plainbridge and Pathmark. On May 3, 1993, Pathmark contributed total assets of
$1.7 million and total liabilities of $1.8 million, which represented the
Chefmark deli food preparation operations and the related warehouse and a leased
banana ripening warehouse to Chefmark, Inc. ("Chefmark"), a then newly formed
Delaware corporation, and distributed the shares of Chefmark to Holdings. On
March 1, 1996, Pathmark reacquired all of the outstanding capital stock of
Plainbridge by means of a capital contribution from PTK.

Management's Plan:

The consolidated financial statements of the Company indicated that, at
January 30, 1999, current liabilities exceeded current assets by $44.5 million
and the stockholder's deficiency was $1.4 billion. Management believes that cash
flows generated from operations, supplemented by the unused borrowing capacity
under its Pathmark working capital facility (the "Working Capital Facility") and
the availability of capital lease financing, will be sufficient to pay the
Company's debts as they come due, provide for its capital expenditure program
and meet its other cash requirements.

<PAGE>

SUPERMARKETS GENERAL HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Note 2--Summary of Significant Accounting Policies

Principles of Consolidation:

The consolidated financial statements include the accounts of the Company
and its subsidiaries, all of which are wholly owned. All intercompany
transactions have been eliminated in consolidation.

Use of Estimates:

The preparation of financial statements in accordance with generally
accepted accounting principles requires management to make estimates and
assumptions. These estimates affect the reported amounts of assets and
liabilities and disclosures 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.

The accompanying consolidated balance sheets include reserves for
self-insured claims relating to customer, employee and vehicle accidents and
covered employee medical benefits. The liabilities for customer and employee
accident claims are recorded at present value, due to the long-term payout of
these claims (see Note 7). While the Company believes that the amounts provided
are adequate to cover its self-insured liabilities, it is reasonably possible
that the final resolution of these claims may differ from the amounts provided.

Fiscal Year:

The Company's fiscal year ends on the Saturday nearest to January 31 of
the following calendar year. Normally, each fiscal year consists of 52 weeks,
but every five or six years the fiscal year consists of 53 weeks.

Statements of Cash Flows:

All investments and marketable securities with a maturity of three months
or less at date of purchase are considered to be cash equivalents. The Company
had no cash equivalent investments as of January 30, 1999 and $52.0 million of
cash equivalent investments as of January 31, 1998.

Merchandise Inventories:

Merchandise inventories are valued at the lower of cost or market. Cost
for substantially all merchandise inventories is determined on a last-in,
first-out ("LIFO") basis.

Rental Video Tapes:

Video tapes purchased for rental purposes are capitalized and amortized
over their estimated useful lives. The amortization of video tapes, included in
cost of goods sold, approximated $3.1 million, $3.4 million and $3.1 million in
Fiscal 1998, Fiscal 1997 and Fiscal 1996, respectively.

Property and Equipment:

Property and equipment are stated at cost. Depreciation and amortization
expense on owned property and equipment is computed on the straight-line method
over the following useful lives: buildings, 40 years; fixtures and equipment,
3-10 years; and leasehold improvements, 8-15 years or lease term, whichever is
shorter. Capital leases are recorded at the present value of minimum lease
payments or fair market value of the related property, whichever is less.
Amortization of property under capital leases is computed on the straight-line
method over the term of the lease or the leased property's estimated useful
life, whichever is shorter.

Long-Lived Assets:

The carrying value of long-lived assets used in the Company's operations
are assessed for recoverability based upon groups of assets and the related
undiscounted cash flow generated by such assets. Assets held for sale are
reviewed for impairment based upon the estimated net realizable value of such
assets.

<PAGE>

SUPERMARKETS GENERAL HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Note 2--Summary of Significant Accounting Policies--(Continued)

Deferred Financing Costs:

Deferred financing costs are amortized utilizing the interest method over
the life of the related indebtedness.

Book Overdraft:

Under the Company's cash management system, checks issued but not
presented to banks result in overdraft balances for accounting purposes and are
classified as book overdrafts.

Revenue Recognition:

Revenue is recognized at the point of sale to the customer.

Advertising Costs:

Advertising costs, net of vendor reimbursements, are expensed as incurred
and were $18.5 million, $18.9 million and $23.7 million in Fiscal 1998, Fiscal
1997 and Fiscal 1996, respectively.

Store Preopening and Closing Costs:

Store preopening costs are expensed as incurred. Store closing costs, such
as future rent and real estate taxes subsequent to the actual store closing, net
of expected sublease recovery, are recorded at present value when management
makes a decision to close a store (see Note 7).

Income Taxes:

The Company joins in filing a consolidated federal income tax return with
its parent SMG-II. The Company's income taxes are computed based on a tax
sharing agreement with SMG-II, in which the Company computes a hypothetical tax
return as if the Company was not joined in a consolidated return with SMG-II.
The Company must pay SMG-II the positive amount of any such hypothetical tax. If
the hypothetical tax return shows entitlement to a refund, including any refund
attributable to a carryback, then SMG-II will pay to the Company the amount of
such refund.

Earnings (Loss) Per Common Share:

Since the Company is a wholly owned subsidiary, earnings (loss) per share
is not presented.

Software:

Externally purchased software is capitalized and amortized over three
years.

Beginning in Fiscal 1998, internally developed software is accounted for
in accordance with Statement of Position 98-1, Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use ("SOP 98-1"). SOP 98-1
defines the types of costs that are capitalizable for computer software projects
and requires all other costs to be expensed in the period incurred. SOP 98-1
requires that in order for costs to be capitalizable they must be intended to
create a new system or add identifiable functionality to an existing system. The
early adoption of SOP 98-1 did not materially affect the financial condition or
results of operations of the Company. For Fiscal 1998, the amount capitalized
for internally developed software projects was $0.25 million, which is being
amortized over three years. Prior to Fiscal 1998, internally developed software
was expensed as incurred.

The amortization of capitalized software, included in selling, general and
administrative expenses, approximated $0.5 million in both Fiscal 1998 and
Fiscal 1997 and $0.4 million in Fiscal 1996.

<PAGE>

SUPERMARKETS GENERAL HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Note 2--Summary of Significant Accounting Policies--(Continued)

Comprehensive Income:

Effective in Fiscal 1998, the Company adopted Statement of Financial
Accounting Standards No. 130, Reporting Comprehensive Income ("SFAS No. 130").
SFAS No. 130 establishes standards for reporting and display of comprehensive
income and its components (revenue, expenses, gains, and losses) in a full set
of general-purpose financial statements. SFAS No. 130 requires that all items
that are required to be recognized under accounting standards as components of
comprehensive income be reported in a financial statement that is displayed with
the same prominence as other financial statements. The Company, at this time,
has no items of comprehensive income other than net income and, accordingly, the
total comprehensive loss is the same as the reported net loss for all periods
presented.

Segment Reporting:

Effective in Fiscal 1998, the Company adopted Statement of Financial
Accounting Standards No. 131, Disclosures about Segments of an Enterprise and
Related Information ("SFAS No. 131"). SFAS No. 131 redefines how operating
segments are determined and requires expanded quantitative disclosures relating
to a company's operating statements. The Company, at this time, has one
reportable segment (retail grocery), operates in one geographical area (United
States), and has no major customers representing 10% or more of sales.

New Accounting Standards Not Yet Adopted:

In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, Accounting for Derivative Instruments
and Hedging Activities ("SFAS No. 133"). SFAS No. 133 represents a comprehensive
framework of accounting rules that standardizes the accounting for all
derivatives. SFAS No. 133 applies to all entities and to all types of
derivatives, and is effective for all fiscal quarters of fiscal years beginning
after June 15, 1999. The adoption of SFAS 133 is not expected to materially
affect the financial condition or results of operations of the Company.

Reclassifications:

Certain reclassifications have been made to the prior years' consolidated
financial statements to conform to the Fiscal 1998 presentation.

Note 3--Accounts Receivable

Accounts receivable are comprised of the following (dollars in thousands):

January 30, January 31,
1999 1998
----------- -----------
Prescription plans ............................. $13,431 $10,074
Other .......................................... 1,604 2,639
------- -------
Accounts receivable ............................ 15,035 12,713
Less: allowance for doubtful accounts .......... 1,243 1,194
------- -------
Accounts receivable, net ....................... $13,792 $11,519
======= =======

Note 4--Merchandise Inventories

Merchandise inventories are comprised of the following (dollars in
thousands):

January 30, January 31,
1999 1998
----------- -----------
Merchandise inventories at FIFO cost ......... $182,679 $185,070
Less: LIFO reserve ........................... 39,467 36,087
-------- --------
Merchandise inventories at LIFO cost ......... $143,212 $148,983
======== ========

The increase in the LIFO reserve in Fiscal 1998 is primarily due to
inflation in dairy related products and cigarettes. For Fiscal 1997, the
liquidation of LIFO layers resulted in a $2.8 million gain related to the sale
of the Company's pharmaceutical, grocery, frozen and perishable warehouse
inventory.

<PAGE>

SUPERMARKETS GENERAL HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Note 5--Property and Equipment

Property and equipment are comprised of the following (dollars in
thousands):

January 30, January 31,
1999 1998
----------- ---------
Land................................................ $ 40,295 $ 54,318
Buildings and building improvements................. 147,630 169,923
Fixtures and equipment.............................. 173,687 176,934
Leasehold costs and improvements.................... 268,092 279,428
Transportation equipment............................ 12,551 19,820
-------- -------
Property and equipment, owned....................... 642,255 700,423
Property and equipment under capital leases......... 205,555 213,503
-------- -------
Property and equipment, at cost..................... 847,810 913,926
Less: accumulated depreciation and amortization..... 376,227 383,210
-------- -------
Property and equipment, net......................... $471,583 $530,716
======== =======

During Fiscal 1998, the Company sold certain real estate for $55.7
million, including $22.9 million related to the sale of the distribution center
previously leased to Rickel Home Centers, Inc. ("Rickel") (see Note 24), and
recognized a gain of $5.1 million. The proceeds were used to paydown the related
mortgages and a portion of the Working Capital Facility.

During the fourth quarter of Fiscal 1996, the Company recorded a pretax
charge of $5.4 million to write down fixed assets held for sale, principally in
its southern region, to their estimated net realizable values. This charge is
included in depreciation and amortization expense in the accompanying
consolidated statement of operations for Fiscal 1996.

Note 6--Deferred Financing Costs, Net

Deferred financing costs are comprised of the following (dollars in
thousands):

January 30, January 31,
1999 1998
----------- -----------
Deferred financing costs ..................... $29,938 $28,599
Less: accumulated amortization ............... 14,215 10,052
------- -------
Deferred financing costs, net ................ $15,723 $18,547
======= =======

Note 7--Other Noncurrent Liabilities

Other noncurrent liabilities are comprised of the following (dollars in
thousands):

January 30, January 31,
1999 1998
----------- -----------
Deferred income related to the C&S
transaction (see Note 17) .................... $ 55,448 $ 60,837
Self-insured liabilities ....................... 48,187 58,569
Pension and deferred compensation .............. 21,906 20,296
Other postretirement and postemployment benefits 37,813 39,942
Accrued dividends .............................. 107,595 90,380
Closed stores .................................. 20,747 13,798
Lease commitments .............................. 7,104 6,810
Other .......................................... 86,487 80,065
-------- --------
Other noncurrent liabilities ................... $385,287 $370,697
======== ========

Certain noncurrent liabilities, such as self-insured liabilities for
incurred but unpaid claims relating to customer, employee and vehicle accidents
and closed store liabilities, are recorded at present value utilizing a 4%
discount rate based on the projected payout of these claims.

<PAGE>

SUPERMARKETS GENERAL HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Note 8--Long-Term Debt

Long-term debt is comprised of the following (dollars in thousands):

<TABLE>
<CAPTION>
January 30, January 31,
1999 1998
---------- ----------
<S> <C> <C>
Pathmark Term Loan ("Term Loan") ................................. $ 255,684 $ 263,250
Pathmark Working Capital Facility ................................ 43,000 --
9.625% Pathmark Senior Subordinated Notes due 2003
("Pathmark Senior Subordinated Notes") ......................... 438,489 438,134
11.625% Pathmark Subordinated Notes due 2002
("Pathmark Subordinated Notes") ................................ 199,017 199,017
11.625% Holdings Subordinated Notes due 2002
("Holdings Subordinated Notes") ................................ 983 983
12.625% Pathmark Subordinated Debentures due 2002
("Pathmark Subordinated Debentures") ........................... 95,750 95,750
10.75% Pathmark Junior Subordinated Deferred Coupon Notes due 2003
("Pathmark Deferred Coupon Notes") ............................. 207,880 187,068
10.25% PTK Exchangeable Guaranteed Debentures due 2003
("PTK Exchangeable Guaranteed Debentures") ..................... -- 30,429
Industrial revenue bonds ......................................... 8,302 6,375
Other debt (primarily mortgages) ................................. 25,336 30,799
---------- ----------
Total debt ....................................................... 1,274,441 1,251,805
Less: current maturities ......................................... 15,902 43,478
---------- ----------
Long-term portion ................................................ $1,258,539 $1,208,327
========== ==========
</TABLE>

Scheduled Maturities of Debt:

Long-term debt principal payments are as follows (dollars in thousands):

Principal
Fiscal Years Payments
------------ --------
1999................................................. $ 15,902
2000................................................. 78,844
2001................................................. 307,414
2002................................................. 196,288
2003................................................. 654,514
Thereafter........................................... 21,479
---------
$1,274,441
=========

Bank Credit Agreement:

On June 30, 1997, the Company, through its Pathmark subsidiary, entered
into a $500 million bank credit agreement (the "Credit Agreement") with a group
of lenders led by The Chase Manhattan Bank. The Credit Agreement includes a $300
million Term Loan and a $200 million Working Capital Facility. The Company
repaid in full the former term loan and former working capital facility with the
borrowings obtained under the Credit Agreement.

Under the Credit Agreement, the Term Loan and Working Capital Facility
bear interest at floating rates, ranging from LIBOR plus 2.25% to LIBOR plus
2.50%. The Company is required to repay a portion of its borrowings under the
Term Loan each year, so as to retire such indebtedness in its entirety by
December 15, 2001. Under the Working Capital Facility, which expires on June 15,
2001, the Company can borrow or obtain letters of credit in an aggregate amount
not to exceed $200 million, of which the maximum of $125 million can be in
letters of credit. In addition, pursuant to Permitted Subordinated Debt
Refinancing (as defined in the Credit Agreement), the Working Capital Facility
and a portion of the Term Loan can be extended up to an additional two and
one-half years and the remainder of the Term Loan can be extended up to an
additional three and one-half years from the original expiration dates.

<PAGE>

SUPERMARKETS GENERAL HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Note 8--Long-Term Debt--(Continued)

At January 30, 1999, the Company was in compliance with all of its debt
covenants. Based upon projected results for the upcoming fiscal year, the
Company believes it will be in compliance with its debt covenants, as amended,
which include financial covenants concerning levels of operating cash flow,
minimum interest and rent expense coverage, maximum leverage ratio, maximum
senior debt leverage ratio, maximum consolidated rental payments and maximum
capital expenditures. The Credit Agreement also contains other covenants,
including, but not limited to, covenants with respect to the following matters:
(i) limitation on indebtedness; (ii) limitation on liens; (iii) restriction on
mergers; (iv) restriction on investments, loans, advances, guarantees and
acquisitions; (v) restriction on assets sales and sale/leaseback transactions;
(vi) restriction on certain payments of indebtedness and incurrence of certain
agreements and (vii) restriction on transactions with affiliates.

The Company believes it has sufficient unused borrowing capacity under the
Working Capital Facility, which can be utilized for unforeseen or for seasonal
cash requirements. At January 30, 1999, the Company had $50.5 million in
outstanding letters of credit and $106.5 million in unused borrowing capacity
under its Working Capital Facility.

Pathmark Senior Subordinated Notes:

The Pathmark Senior Subordinated Notes accrete to a maturity value of
$440.0 million in Fiscal 2003. These notes pay cash interest on a semiannual
basis and have no sinking fund requirements.

Pathmark Subordinated Notes:

The Pathmark Subordinated Notes mature in Fiscal 2002 and pay cash
interest on a semiannual basis. These notes contain a sinking fund provision
that requires Pathmark to deposit $49.8 million (25% of the original aggregate
principal amount) with the trustee of the Pathmark Subordinated Notes on June 15
in each of Fiscal 2000 and Fiscal 2001 for the redemption of the Pathmark
Subordinated Notes, at a redemption price equal to 100% of the principal amount
thereof, plus accrued interest to the redemption date and providing for the
redemption of 50% of the original aggregate principal amount of such notes prior
to maturity.

Holdings Subordinated Notes:

As a result of the Recapitalization, $199.0 million principal amount of
the Holdings Subordinated Notes have been exchanged for $199.0 million principal
amount of Pathmark Subordinated Notes. Approximately $1.0 million principal
amount of the Holdings Subordinated Notes remain outstanding. Interest on the
Holdings Subordinated Notes is payable semi-annually.

Pathmark Subordinated Debentures:

The Pathmark Subordinated Debentures mature in Fiscal 2002. These
debentures pay cash interest on a semiannual basis and have no sinking fund
requirements.

Pathmark Deferred Coupon Notes:

The Pathmark Deferred Coupon Notes accrete to a maturity value of $225.3
million in Fiscal 2003. These notes begin paying cash interest on a semiannual
basis on May 1, 2000 and have no sinking fund requirements.

PTK Exchangeable Guaranteed Debentures:

The PTK Exchangeable Guaranteed Debentures were originally formulated to
accrete to a maturity value of $218.3 million in Fiscal 2003. On May 12, 1998,
PTK repaid, at a discount, the PTK Exchangeable Guaranteed Debentures, totaling
$31.2 million.

Industrial Revenue Bonds:

Interest rates for the industrial revenue bonds range from 5.0% to 10.9%.
The industrial revenue bonds are payable in installments ending in Fiscal 2018.

<PAGE>

SUPERMARKETS GENERAL HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Note 8--Long-Term Debt--(Continued)

Other Debt:

Other debt includes mortgage notes, which are secured by property and
equipment having a net book value of $37.4 million at January 30, 1999. During
the third quarter of Fiscal 1998, the Company paid in full $20.1 million of
mortgages, due December 1998, on six properties in conjunction with a $23.3
million refinancing of four of these properties. These borrowings, whose
interest rates averaged 7.4%, are payable in installments ending in Fiscal 2008,
including a scheduled final payment of $18.6 million.

Note 9--Fair Value of Financial Instruments

The carrying amount and fair values of the Company's financial instruments
are as follows (dollars in thousands):

<TABLE>
<CAPTION>
January 30, 1999 January 31, 1998
---------------------- ----------------------
Carrying Fair Carrying Fair
Amount Value Amount Value
--------- -------- -------- ---------
<S> <C> <C> <C> <C>
Debt:
Term Loan ............................ $ 255,684 $ 255,684 $ 263,250 $ 263,250
Working Capital Facility ............. 43,000 43,000 -- --
Pathmark Senior Subordinated Notes ... 438,489 442,200 438,134 421,344
Pathmark Subordinated Notes .......... 199,017 199,017 199,017 181,782
Holdings Subordinated Notes .......... 983 983 983 898
Pathmark Subordinated Debentures ..... 95,750 95,271 95,750 88,846
Pathmark Deferred Coupon Notes ....... 207,880 195,968 187,068 133,596
PTK Exchangeable Guaranteed Debentures -- -- 30,429 30,429
Industrial revenue bonds ............. 8,302 8,302 6,375 6,375
Other debt (primarily mortgages) ..... 25,336 25,336 30,799 30,799
---------- ---------- ---------- ----------
Total debt ........................... $1,274,441 $1,265,761 $1,251,805 $1,157,319
========== ========== ========== ==========
Redeemable Securities:
Exchangeable Preferred Stock ......... $ 109,069 $ 132,342 $ 107,183 $ 68,469
========== ========== ========== ==========
</TABLE>

The fair value of the Term Loan and Working Capital Facility at January
30, 1999 and January 31, 1998 approximated their carrying value due to their
floating interest rates. The fair value of the notes, debentures and
Exchangeable Preferred Stock are based on the quoted market prices at January
30, 1999 and January 31, 1998, since such instruments are publicly traded. The
Company has evaluated its other debt (primarily mortgages) and industrial
revenue bonds and believes, based on interest rates, related terms and
maturities, that the fair value of such instruments approximates their
respective carrying amounts. As of January 30, 1999 and January 31, 1998, the
carrying values of cash and cash equivalents, accounts receivable, due from
suppliers and accounts payable approximated their fair values due to the
short-term maturities of these accounts.

<PAGE>

SUPERMARKETS GENERAL HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Note 10--Interest Expense

Interest expense is comprised of the following (dollars in thousands):

Fiscal Years
----------------------------------
1998 1997 1996
---- ---- ----
Pathmark term loans ....................... $ 21,021 $ 22,884 $ 22,616
Pathmark working capital facilities ....... 5,098 4,969 5,444
Pathmark Senior Subordinated Notes
Amortization of original issue discount 355 354 354
Currently payable ..................... 42,350 42,350 42,350
Pathmark Subordinated Notes ............... 23,136 23,151 23,136
Holdings Subordinated Notes ............... 114 114 114
Pathmark Subordinated Debentures .......... 12,088 12,088 12,088
Pathmark Deferred Coupon Notes
Accrued but not payable ............... 20,812 18,509 16,678
PTK Exchangeable Guaranteed Debentures
Amortization of original issue discount 742 2,987 2,770
Amortization of debt issuance costs ....... 4,159 5,542 7,426
Lease obligations ......................... 21,286 22,126 19,399
Mortgages payable ......................... 2,562 3,462 3,736
Other, net ................................ 7,602 8,244 8,007
-------- -------- --------
Interest expense .......................... $161,325 $166,780 $164,118
======== ======== ========

Note 11--Lease Obligations

At January 30, 1999, the Company was liable under terms of noncancellable
leases for the following minimum lease commitments (dollars in thousands):

Capital Operating
Fiscal Years Leases Leases
- ------------ -------- --------
1999 ........................................... $ 39,824 $ 35,659
2000 ........................................... 38,179 35,329
2001 ........................................... 29,390 34,018
2002 ........................................... 24,293 32,742
2003 ........................................... 20,861 31,818
Thereafter ..................................... 231,910 308,010
-------- --------
Total minimum lease payments(a) ................ 384,457 $477,576
========
Less: executory costs (such as taxes,
maintenance and insurance) ................... 1,852
--------
Net minimum lease payments ..................... 382,605
Less: amounts representing interest ............ 199,829
--------
Present value of net minimum lease
payments (including current
installments of $21,956)(b) .................. $182,776
========

- ----------
(a) Net of sublease income of $0.2 million and $36.1 million for capital and
operating leases, respectively.
(b) Includes $20.8 million related to a sale and leaseback accounted for as a
financing.

Rent expense, under all operating leases having noncancellable terms of
more than one year, is summarized as follows (dollars in thousands):

Fiscal Years
------------------------------------
1998 1997 1996
---- ---- ----
Minimum rentals ...................... $ 42,755 $ 44,525 $ 42,610
Less: rentals from subleases(a) ...... (5,253) (8,131) (9,691)
-------- -------- --------
Rent expense ......................... $ 37,502 $ 36,394 $ 32,919
======== ======== ========

- ----------
(a) The decrease in sublease rentals is attributable to properties sold, as
discussed in Note 5.

<PAGE>

SUPERMARKETS GENERAL HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Note 12--Pension and Other Benefit Plans

Pension and Other Postretirement Benefit Plans:

Effective in Fiscal 1998, the Company adopted Statement of Financial
Accounting Standards No. 132, Employers' Disclosures about Pensions and Other
Postretirement Benefits ("SFAS No. 132"). SFAS No. 132 revises employers'
disclosure about pension and other postretirement benefit plans. It does not
change the measurement or recognition of those plans.

The Company maintains a defined benefit pension plan, which covers
substantially all non-union and certain union associates. The Company also
maintains an unfunded supplemental retirement plan for participants in the
defined benefit pension plan to provide benefits in excess of amounts permitted
to be paid under the provisions of the tax law. Additionally, the Company has
entered into individual retirement agreements with certain current and retired
executives providing for unfunded supplemental pension benefits upon their
retirement after attainment of age 60.

In addition, the Company provides its associates other postretirement
benefits, principally health care for non-union associates who retired prior to
January 1, 1998, and life insurance benefits.

The following tables provide a reconciliation of the benefit obligations,
plan assets and the funded status of the plans, along with the amounts
recognized in the consolidated balance sheets and the weighted average
assumptions used (dollars in thousands):

<TABLE>
<CAPTION>
Pension Benefits Other Postretirement Benefits
---------------- -----------------------------
January 30, January 31, January 30, January 31,
1999 1998 1999 1998
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Change in benefit obligations:
Benefit obligations at beginning of period ........ $ 147,068 $ 138,209 $ 17,308 $ 19,858
Service cost ...................................... 2,984 3,224 314 399
Interest cost ..................................... 10,173 9,866 959 1,139
Plan amendment .................................... 1,880 215 (2,577) --
Benefits paid ..................................... (8,239) (5,834) (379) (1,219)
Actuarial experience (gains) losses ............... 5,252 1,388 (217) (2,869)
--------- --------- --------- ---------
Benefit obligations at end of period .............. $ 159,118 $ 147,068 $ 15,408 $ 17,308
========= ========= ========= =========
Change in fair value of plan assets:
Fair value of plan assets at beginning of year .... $ 214,131 $ 171,996 $ -- $ --
Actual return on plan assets ...................... 35,579 49,433 -- --
Employer contribution ............................. 9 102 -- --
Benefits or expenses paid ......................... (6,500) (7,400) -- --
--------- --------- --------- ---------
Fair value of plan assets at end of year .......... $ 243,219 $ 214,131 $ -- $ --
========= ========= ========= =========
Reconciliation of funded status at end of period:
Funded status ..................................... $ 84,101 $ 67,062 $ (15,408) $ (17,308)
Unrecognized prior service cost ................... 2,488 689 (6,833) (5,748)
Unrecognized net actuarial gains .................. (80,933) (69,926) (8,276) (8,690)
--------- --------- --------- ---------
Prepaid (accrued) benefit cost .................... $ 5,656 $ (2,175) $ (30,517) $ (31,746)
========= ========= ========= =========
Amount recognized in the consolidated balance sheets:
Prepaid benefit cost .............................. $ 25,361 $ 17,257 $ -- $ --
Accrued benefit liabilities ....................... (23,881) (22,033) (30,517) (31,746)
Intangible asset .................................. 4,176 2,601 -- --
--------- --------- --------- ---------
Net amount recognized ............................. $ 5,656 $ (2,175) $ (30,517) $ (31,746)
========= ========= ========= =========
Weighted average assumption at the end of year:
Discount rate ..................................... 6.75% 7.00% 6.75% 7.00%
Expected return on plan assets .................... 9.50% 9.50% -- --
Rate of compensation increases .................... 3.75% 4.00% -- --
</TABLE>

<PAGE>

SUPERMARKETS GENERAL HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Note 12--Pension and Other Benefit Plans--(Continued)

Net pension and other postretirement benefit (income) costs include the
following components (dollars in thousands):

<TABLE>
<CAPTION>
Pension Benefits Other Postretirement Benefits
---------------- -----------------------------
Fiscal Years Fiscal Years
-------------------------------- --------------------------------
1998 1997 1996 1998 1997 1996
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Service cost ................ $ 2,984 $ 3,224 $ 3,787 $ 314 $ 399 $ 546
Interest cost ............... 10,173 9,866 10,204 959 1,139 1,640
Expected return on assets ... (17,414) (14,057) (14,128) -- -- --
Amortization of prior
service cost .............. 82 89 214 (1,492) (1,276) (638)
Recognition of gains ........ (1,908) (471) (274) (631) (590) (2,319)
Recognition of plan amendment -- 165 2,033 -- -- --
-------- -------- -------- -------- -------- --------
Net benefit (income) costs .. $ (6,083) $ (1,184) $ 1,836 $ (850) $ (328) $ (771)
======== ======== ======== ======== ======== ========
</TABLE>

The health-care cost trend rate at January 30, 1999 was 3.75% and is
expected to remain at this level. A 1% change in the assumed health care cost
trend rate would have the following effects at January 30, 1999 (dollars in
thousands):

1% Increase 1% Decrease
----------- -----------
Total of service and interest cost components ..... $ 180 $ 174
Postretirement benefit obligation ................. $1,760 $1,713

Assets of the Company's defined benefit pension plan are invested in
marketable securities comprised primarily of equities of domestic corporations,
U.S. Government instruments and money market investments. The increase in other
assets in the consolidated balance sheet is primarily attributable to the
increase of the funded pension assets, resulting from favorable investment
experience during Fiscal 1998. The projected benefit obligation (included in the
above table) and the accumulated benefit obligation for the unfunded
supplemental retirement plans were $24.7 million and $23.9 million,
respectively, at January 30, 1999 and $22.5 million and $20.6 million,
respectively, at January 31, 1998.

The Company also contributes to several multi-employer plans, which
provide defined benefits to certain union associates. The Company's
contributions to these multi-employer plans were $16.5 million, $19.0 million
and $18.7 million in Fiscal 1998, Fiscal 1997 and Fiscal 1996, respectively.

Savings Plan:

The Company sponsors a savings plan for eligible non-union associates.
Contributions under the plan are based on specified percentages of associate
contributions. The Company's contributions to the savings plan were $3.1
million, $3.0 million and $3.6 million in Fiscal 1998, Fiscal 1997 and Fiscal
1996, respectively.

Other Postemployment Benefits:

The Company also provides its associates postemployment benefits,
primarily long-term disability and salary continuation. The obligation for these
benefits was determined by application of the provisions of the Company's
long-term disability plan and includes the age of active claimants at disability
and at valuation, the length of time on disability and the probability of the
claimant remaining on disability to maximum duration. These liabilities are
recorded at their present value utilizing a discount rate of 4%.

The accumulated postemployment benefit obligation as of January 30, 1999
and January 31, 1998 was $8.0 million and $8.9 million, respectively. The net
postemployment benefit cost consisted of the following components (dollars in
thousands):

Fiscal Years
------------------------
1998 1997 1996
------ ------ ------
Service cost of benefits earned during the year ..... $ 132 $1,412 $1,314
Interest cost on accumulated postemployment
obligation .......................................... 409 409 316
------ ------ ------
Net postemployment benefit cost ..................... $ 541 $1,821 $1,630
====== ====== ======

<PAGE>

SUPERMARKETS GENERAL HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Note 12--Pension and Other Benefit Plans--(Continued)

The decrease in the net postemployment benefit cost in Fiscal 1998
compared to the prior year is due to lower long-term disability expense,
resulting from favorable claims experience, and lower salary continuation
expense, resulting from a lower number of covered associates.

Note 13--Income Taxes

The income tax (provision) benefit is comprised of the following (dollars
in thousands):

Fiscal Years
-----------------------------------
1998 1997 1996
-------- -------- --------
Current
Federal ............................ $ 3,583 $ (4,643) $ 2,357
State .............................. (637) (2,793) 692
Deferred
Federal ............................ 6,462 19,639 9,808
State .............................. 3,577 7,433 3,178
Change in valuation allowance ...... (14,636) (21,800) 1,688
-------- -------- --------
Income tax (provision) benefit ........ $ (1,651) $ (2,164) $ 17,723
======== ======== ========

The income tax (provision) benefit differs from the expected federal
statutory income tax (provision) benefit as follows (dollars in thousands):

<TABLE>
<CAPTION>
Fiscal Years
---------------------------------
1998 1997 1996
-------- -------- --------
<S> <C> <C> <C>
Federal income tax benefit at statutory tax rate $ 9,826 $ 16,553 $ 12,905
State income taxes ............................. 1,910 3,016 2,516
Change in valuation allowance .................. (14,636) (21,800) 1,688
Other .......................................... 1,249 67 614
-------- -------- --------
Income tax (provision) benefit ................. $ (1,651) $ (2,164) $ 17,723
======== ======== ========
</TABLE>

Deferred income tax assets and liabilities consist of the following
(dollars in thousands):

<TABLE>
<CAPTION>
January 30, 1999 January 31, 1998
----------------------- --------------------------
Assets Liabilities Assets Liabilities
------ ----------- ------ -----------
<S> <C> <C> <C> <C>
Property and equipment ............... $ -- $ 34,521 $ -- $ 50,362
Merchandise inventory and gross profit -- 11,811 -- 11,834
Prepaid expenses ..................... -- 5,615 -- 6,135
Self-insured liabilities ............. 32,354 -- 36,830 --
Benefit plans ........................ 1,881 -- 6,277 --
Lease capitalization ................. 19,725 -- 19,300 --
Closed store reserves ................ 11,829 -- 10,018 --
Alternative minimum taxes ............ 4,685 -- 9,544 --
General business credits ............. 9,194 -- 9,020 --
Net operating loss carryforwards ..... 49,513 -- 27,140 --
Other postretirement and
postemployment benefits ............ 15,600 -- 17,306 --
Deferred income ...................... 23,097 -- 26,909 --
Capital loss carryforward ............ 20,259 -- 29,732 --
Other ................................ 9,571 6,696 10,694 5,413
-------- -------- -------- --------
Subtotal ............................. 197,708 58,643 202,770 73,744
Less: valuation allowance ............ 88,891 -- 74,255 --
-------- -------- -------- --------
Total ................................ $108,817 $ 58,643 $128,515 $ 73,744
======== ======== ======== ========
</TABLE>

<PAGE>

SUPERMARKETS GENERAL HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Note 13--Income Taxes--(Continued)

The balance sheet classification of the deferred income tax assets and
liabilities is as follows (dollars in thousands):

<TABLE>
<CAPTION>
January 30, 1999 January 31, 1998
----------------------------------- -----------------------------------
Current Noncurrent Total Current Noncurrent Total
--------- ---------- --------- --------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
Assets .................. $ 33,967 $ 163,741 $ 197,708 $ 45,668 $ 157,102 $ 202,770
Liabilities ............. (20,651) (37,992) (58,643) (25,664) (48,080) (73,744)
--------- --------- --------- --------- --------- ---------
Subtotal ................ 13,316 125,749 139,065 20,004 109,022 129,026
Less: valuation allowance (9,290) (79,601) (88,891) (11,512) (62,743) (74,255)
--------- --------- --------- --------- --------- ---------
Total ................... $ 4,026 $ 46,148 $ 50,174 $ 8,492 $ 46,279 $ 54,771
========= ========= ========= ========= ========= =========
</TABLE>

The Company's net deferred income tax assets were $50.2 million and $54.8
million, net of a valuation allowance of $88.9 million and $74.3 million at
January 30, 1999 and January 31, 1998, respectively. The Company believes that
it is more likely than not that the net deferred tax assets will be realized
through the implementation of tax strategies which could generate taxable
income.

During Fiscal 1998 and Fiscal 1997, the net increases in the valuation
allowance were $14.6 million and $21.8 million, respectively. These changes
reflect increases in the valuation allowance related to those deferred tax
assets which the Company has concluded are not likely to be realized, partially
offset in Fiscal 1997 by a decrease in the valuation allowance related to the
utilization of the Company's capital loss carryforwards. The Company will
continue to assess the recoverability of its deferred income tax assets and
further adjustments to the valuation allowance may be necessary based on the
evidence available at that time. Federal and State net operating loss
carryforwards expire in Fiscal 1999 through Fiscal 2018. General business
credits consist of federal jobs credits and expire in Fiscal 2004 through Fiscal
2012.

In Fiscal 1998, Fiscal 1997 and Fiscal 1996, the Company made income tax
payments of $1.0 million, $4.8 million and $4.7 million, respectively, and
received income tax refunds of $4.5 million, $5.8 million and $8.1 million,
respectively.

Note 14--Stockholder's Deficiency

During Fiscal 1998, SMG-II issued restricted stock grants to certain
officers and key employees of Pathmark, pursuant to the SMG-II Holdings
Corporation 1997 Restricted Stock Plan (the "RS Plan"). Each restricted stock
award consisted of shares of SMG-II Class A Common Stock and SMG-II Series C
Preferred Stock and will become nonforfeitable upon the earlier of (i) the
seventh anniversary of the date of grant, and (ii) thirty days prior to a
Realization Event (as defined in the RS Plan), provided the awardee is an
employee of the Company or subsidiary at the time such anniversary or
Realization Event occurs. Generally, a Realization Event would occur upon a sale
or merger transaction involving SMG-II and/or its subsidiaries and a
nonaffiliated entity, or a public offering of SMG-II Class A Common Stock as a
result of which the aggregate price for all shares sold in the public offering
exceeds $50.0 million. Each restricted stock award will be forfeited upon
termination of employment prior to both a Realization Event and the seventh
anniversary of any restricted stock award (i) 180 days after such termination if
the termination is without Cause (as defined), or by reason of death, retirement
or disability, and (ii) immediately in the case of a resignation or termination
for Cause. The restricted stock awards were valued at $5.0 million at the date
of issuance, based on an independent appraisal, and are being amortized as
compensation expense in the Company's consolidated statements of operations over
the seven-year vesting period, with a corresponding credit of $0.48 million to
paid-in capital.

During the second quarter of Fiscal 1998, in conjunction with the paydown
of debt by PTK (see Note 8), the Company received a capital contribution from
SMG-II of $0.24 million.

<PAGE>

SUPERMARKETS GENERAL HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Note 15--Extraordinary Items

The extraordinary items, representing losses on early extinguishment of
debt, consist of the following (dollars in thousands):

Fiscal Years
-----------------------
1997 1996
-------- --------
Loss before income taxes ......................... $(12,944) $ (1,692)
Income tax benefit ............................... 5,456 695
-------- --------
Extraordinary items, net of a tax benefit ........ $ (7,488) $ (997)
======== ========

During the second quarter of Fiscal 1997, in connection with the Credit
Agreement, the Company wrote off deferred financing fees of $12.8 million
related to the former bank credit agreement, resulting in a net loss on early
extinguishment of debt of $7.4 million, net of an income tax benefit of $5.4
million. In addition, during the second quarter of Fiscal 1997, in connection
with the sale of certain mortgaged property, the Company made a mortgage paydown
of $2.9 million, including accrued interest and debt premiums, resulting in a
net loss on early extinguishment of debt of $0.1 million, net of an income tax
benefit of $0.1 million.

During the second quarter of Fiscal 1996, in connection with the proceeds
from the sale of certain mortgaged property, the Company made a mortgage paydown
of $5.3 million, including accrued interest and debt premiums, resulting in a
net loss on early extinguishment of debt of $0.2 million, net of an income tax
benefit of $0.1 million. During the first quarter of Fiscal 1996, in connection
with the termination of the Plainbridge credit agreement due to the
reacquisition of Plainbridge by Pathmark, the Company wrote off deferred
financing fees, resulting in a net loss on early extinguishment of debt of $0.7
million, net of an income tax benefit of $0.5 million. During the first quarter
of Fiscal 1996, the Company also made a paydown of $3.2 million of PTK
Exchangeable Guaranteed Debentures, including premium and original issue
discount, resulting in a net loss on early extinguishment of debt of $0.1
million, net of an income tax benefit of $0.1 million.

Note 16--Related Party Transactions

As discussed in Note 21, certain Management Investors issued Recourse
Notes to the Company related to the purchase of the Company's Class A Common
Stock. These Management Investors have pledged shares of SMG-II Class A Common
Stock to secure the repayment of the Recourse Notes. Recourse Notes in the
amount of $1.7 million were outstanding at January 30, 1999 and January 31,
1998.

During Fiscal 1996, in conjunction with the hiring of a Chief Executive
Officer (the "CEO"), SMG-II granted the CEO an equity package (the "Equity
Strip") independently valued at $3.4 million and consisting of restricted shares
of SMG-II Preferred Stock and restricted shares and options of SMG-II Common
Stock. The Company recorded the Equity Strip as deferred compensation by the
means of a capital contribution from SMG-II (see Notes 23 and 26).

In addition, the Company retained John W. Boyle, a Director of the
Company, to act as its interim Chairman & Chief Executive Officer for the period
of March 20, 1996 through October 7, 1996 (the "Transition Period"). Under the
terms of the consulting arrangement between the Company and Mr. Boyle, the
Company paid Mr. Boyle a consulting fee of $41,667 per month ($288,980 in the
aggregate) plus living and travel expenses during the Transition Period. In
addition, Mr. Boyle received a completion bonus of $100,000 when the CEO
commenced employment with the Company.

<PAGE>

SUPERMARKETS GENERAL HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Note 16--Related Party Transactions--(Continued)

is obligated to pay to each Management Investor who pays interest on his
Recourse Note (except under certain circumstances) an amount equal to such
interest, plus an amount sufficient to pay any income taxes resulting from the
above prescribed payment after taking into account the value of any deduction
available to him as a result of the payment of such interest or taxes. As of
April 1, 1999, Mr. Rubenstein remained indebted to the Company in the amount of
$100,000.

During Fiscal 1998, Pathmark and SMG-II retained ML&Co. to act as its
financial advisor in connection with any proposed business combination involving
SMG-II and its subsidiaries. Pursuant to the terms of ML&Co.'s engagement,
SMG-II and Pathmark have agreed to pay ML&Co. for its services a fee in an
amount equal to 0.6% of the aggregate purchase price paid in such business
combination, payable in cash upon the consummation of such business combination,
and to reimburse ML&Co. for reasonable out-of-pocket expenses.

Note 17--Supply and Distribution Agreements

On January 29, 1998, the Company sold its Woodbridge, New Jersey
distribution center and office complex and its leasehold interests in its two
distribution centers and its banana ripening facility in North Brunswick, New
Jersey, Dayton, New Jersey and Avenel, New Jersey, respectively (all of the
foregoing buildings are hereinafter referred to as, collectively the
"Facilities"), to C&S Wholesale Grocers, Inc. ("C&S"), including the fixtures,
equipment and inventory in each of those Facilities, for $104.5 million (the
"C&S Purchase Agreement"). The Company used $32.5 million of the net proceeds to
pay down a portion of the Term Loan. A portion of the net proceeds were used to
pay down the Working Capital Facility at the end of Fiscal 1997. The remainder
of the proceeds were invested in marketable securities and, during Fiscal 1998,
were utilized to pay down accounts payable related to the inventory sold in
connection with the C&S Purchase Agreement and other liabilities.
Simultaneously, the Company and C&S entered into a 15-year supply agreement (the
"Supply Agreement"), pursuant to which C&S will supply substantially all of the
Company's grocery, frozen and perishable merchandise requirements, formerly
owned and warehoused by the Company. As a result of these agreements, the
Company recorded deferred income of $60.8 million at January 31, 1998. Such
deferred income consisted of (i) $25.0 million received by the Company for
future trade discounts and rebates, which is being amortized to operations as it
is earned, and (ii) $35.8 million in net proceeds received in excess of the fair
value of the assets sold; such excess has been deferred and is being amortized
to operations over the life of the Supply Agreement. At January 30, 1999, the
deferred income balance was $55.4 million.

As a result of the Supply Agreement, due from supplier transactions are
primarily processed directly through C&S. Prior to the C&S transaction, the
Company netted certain due from supplier receivables against corresponding
vendor accounts payable, since it had the right of offset. This transition has
resulted in an increase in the due from suppliers balance at January 30, 1999.

In addition, the Company outsourced its trucking operations to a third
party trucking company, pursuant to a ten-year trucking services agreement
effective October 5, 1997, in which the trucking company will deliver
merchandise to all of the Company's stores.

Note 18--Restructuring Charge

During the fourth quarter of Fiscal 1996, the Company recorded a pretax
charge of $9.1 million for reorganization and restructuring costs related to its
administrative operations. The restructuring charge included $4.2 million for
the costs of a voluntary early retirement program, which was accepted by 142
employees, and $1.2 million for severance and termination benefits for 80
employees. The remaining charge of $3.7 million primarily related to consulting
fees incurred in connection with the restructuring and exit costs for facility
consolidation.

As of January 30, 1999, $7.9 million has been expended, of which $4.2
million related to the early retirement program and severance benefits and $3.7
million related to consulting costs and the facility consolidation. The
remaining balance of $1.2 million relates to early retirement benefits which
will be expended over time; such balance is included in the respective pension
and postretirement liability accounts.
<PAGE>

SUPERMARKETS GENERAL HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Note 19--Lease Commitment Charge

During the fourth quarter of Fiscal 1996, the Company decided to divest a
group of its southern region stores, certain of which had experienced
unprofitable operating results. The Company concluded that the operating losses
being experienced by these stores were other than temporary and that the
projected operating results of such stores would not be sufficient to recover
their long-lived assets and their contractual lease commitments. Further, the
Company believes that these lease costs will not be significantly recoverable
through any future sublease. Therefore, the Company recorded a $8.8 million
pretax charge related to these unfavorable lease commitments, in addition to
writing down the long-lived assets of these stores (see Note 5).

During Fiscal 1997, the Company sold four and closed seven stores that it
announced for divestiture at the end of Fiscal 1996. The results of operations
for these 11 stores were as follows (dollars in thousands):

Fiscal Years
---------------------------
1997 1996
-------- --------
Sales .................................. $ 42,877 $152,599
======== ========
Operating loss ......................... $ 10,590 $ 10,663
======== ========

Note 20--Cumulative Exchangeable Redeemable Preferred Stock

The Company's Preferred Stock which has a maturity date of December 31,
2007, consists of 9,000,000 authorized shares, of which 4,890,671 shares are
issued and outstanding at January 30, 1999 and January 31, 1998. The fair market
value of the Preferred Stock, at date of original issuance of October 5, 1987,
was $20 per share and the liquidation preference is $25 per share. Due to its
mandatory redemption requirements, the Preferred Stock has been stated on the
balance sheet as redeemable securities. The difference between fair market value
at date of issue and liquidation preference is being accreted quarterly.

In the event of any liquidation, dissolution or winding up of the Company,
holders of the Preferred Stock will be entitled to receive their full
liquidation preference per share, together with accrued and unpaid dividends,
before the distribution of any assets of the Company to the holders of shares of
the Company's common stock or other shares, which would rank junior to the
Preferred Stock. The Preferred Stock may be redeemed at the option of the
Company, in whole or in part, at liquidation preference, together with all
accrued and unpaid dividends to the redemption date.

Commencing December 31, 2004, the Company is required to redeem in each
year 20% of the highest amount at any time outstanding of the Preferred Stock.
The redemption process is calculated to retire 60% of the issue prior to final
maturity, with the remaining amount of the issue to be redeemed at maturity.

The Company has the option to require holders to exchange the Preferred
Stock on any dividend payment date, in whole or in part, for exchange debentures
(the "Exchange Debentures") of the Company. Such option is available at any time
if (a) no event of default exists under any of the Company's loan agreements and
(b) the exchange is allowed under the provisions of the limitation on the
Company's indebtedness and other applicable provisions of the Company's loan
agreements. Any such exchange will result in the issuance of Exchange Debentures
in an amount equal to the aggregate liquidation preference of all shares of
Preferred Stock being exchanged into Exchange Debentures and in an amount equal
to all accrued but unpaid dividends.

<PAGE>

SUPERMARKETS GENERAL HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Note 20--Cumulative Exchangeable Redeemable Preferred Stock--(Continued)

Preferred Stock activity for the three years ended January 30, 1999 was as
follows (dollars in thousands):

Number of Shares Amount
---------------- ------
Balance, February 3, 1996 .................. 4,890,671 $ 103,633
Accretion .............................. -- 1,739
--------- ---------
Balance, February 1, 1997 .................. 4,890,671 105,372
Accretion .............................. -- 1,811
--------- ---------
Balance, January 31, 1998 .................. 4,890,671 107,183
Accretion .............................. -- 1,886
--------- ---------
Balance, January 30, 1999 .................. 4,890,671 $ 109,069
========= =========

The terms of the Preferred Stock provide for cumulative quarterly
dividends at an annual rate of $3.52 per share when, as, and if declared by the
Board of Directors of the Company. Dividends for the first 20 quarterly dividend
periods (through October 15, 1992) were paid at the Company's option in
additional shares of Preferred Stock. Prior to the Recapitalization, the terms
of the Company's debt instruments restricted the payment of cash dividends on
the Preferred Stock unless certain conditions were met, including tests relating
to earnings and to cash flow ratios of the Company. Prior to the
Recapitalization, the Company had not met the conditions permitting cash
dividend payments on the Preferred Stock. Subsequent to the Recapitalization,
Holdings has not paid any cash dividends on the Preferred Stock and does not
expect to receive cash flow sufficient to permit payments of dividends on the
Preferred Stock in the foreseeable future. All dividends not paid in cash will
cumulate at the rate of $3.52 per share per annum, without interest, until
declared and paid. As such, at January 30, 1999, the unpaid dividends of $107.6
million were accrued and included in other noncurrent liabilities.

The Certificate of Designation of the Preferred Stock provides that the
Preferred Stock is non-voting except that if an amount equal to six quarterly
dividends is in arrears in whole, or in part, the Preferred Stockholders voting
as a class are entitled to elect an additional two members to the Board of
Directors of the Company. The Company is currently in arrears on the payment of
25 quarterly dividends. Accordingly, the holders of the Preferred Stock
reelected two members of the Company's Board of Directors at its 1998 annual
meeting.

Dividends on the Preferred Stock must be paid in full for all prior
periods as of the most recent dividend payment date before any dividends, other
than dividends payable in shares of the Company's common stock or in any other
class of the Company's capital stock ranking junior to the Preferred Stock, can
be paid or can be set apart for payment to holders of common stock or to holders
of any other shares ranking junior to the Preferred Stock. In addition,
dividends on the Preferred Stock must be paid in full for all prior periods
before the redemption or purchase by the Company of shares of common stock or
any other shares ranking junior to the Preferred Stock. See Note 26 regarding
the tender offer for the Preferred Stock.

Note 21--Common Stock

The Company's authorized common stock, par value $.01 per share, consists
of 1,075,000 shares of Class A Common Stock and 1,000,000 shares of Class B
Common Stock, of which 650,675 shares and 320,000 shares, respectively, were
issued and outstanding at January 30, 1999 and January 31, 1998. All shares of
the Company's Class A Common Stock and Class B Common Stock are owned directly
by SMG-II. SMG-II is effectively a holding company for the operations of the
Company.

Holders of shares of Class A Common Stock are entitled to one vote per
share on all matters to be voted on by stockholders. Holders of shares of Class
B Common Stock are not entitled to any voting rights, except as required by law
or as otherwise provided in the Restated Certificate of Incorporation of the
Company. Subject to compliance with certain procedures, holders of Class B
Common Stock may exchange their shares for shares of Class A Common Stock and
holders of Class A Common Stock may exchange their shares for shares of Class B
Common

<PAGE>

SUPERMARKETS GENERAL HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Note 21--Common Stock--(Continued)

Stock on a share-for-share basis. Upon liquidation or dissolution of the
Company, holders of the Company's Common Stock are entitled to share ratably in
all assets available for distribution to stockholders. Payment of all prior
claims, including liquidation rights of any Exchangeable Preferred Stock
outstanding, must be made before the holders of the Company's Common Stock are
entitled to any distribution. Holders of the Company's Common Stock have no
preemptive or subscription rights.

In connection with the Acquisition, certain executives of Pathmark, (the
"Management Investors") entered into a management subscription agreement under
which, on October 5, 1987, the Management Investors purchased an aggregate of
100,000 shares of Class A Common Stock for consideration of $100 per share. In
connection with the Exchange Offer, the Management Investors entered into an
agreement with respect to the SMG-II Common Stock, which was received in
exchange for the Company's Class A Common Stock.

Certain Management Investors, who purchased shares of Class A Common
Stock, borrowed a portion of the purchase price from the Company and were
required to deliver a Recourse Note to the Company in the principal amount of
the loan (see Note 16). Interest on the Recourse Note is to be paid annually and
the principal is payable on March 15, 2000. Each Management Investor who issued
a Recourse Note was required to enter into a stock pledge agreement ("Stock
Pledge Agreement") with the Company, pursuant to which the Management Investor
pledged shares of Class A Common Stock to secure the repayment of the Recourse
Note. In connection with the Exchange Offer, each Management Investor who issued
a Recourse Note executed an amendment to the Stock Pledge Agreement, which
provided for the substitution of the SMG-II common stock received in the
Exchange Offer for the Company Class A Common Stock, in order to secure the
repayment of the Recourse Note. Recourse Notes in the amount of approximately
$1.7 million were outstanding at January 30, 1999 and January 31, 1998. The
Recourse Notes were included in other assets at January 30, 1999 and January 31,
1998.

Note 22--Stock Option Plans

The Management Investors 1987 Stock Option Plan (the "Management Plan")
and the 1987 Employee Stock Option Plan (the "Employee Plan") were approved by
the Board of Directors of the Company on November 24, 1987 and by the
Stockholders on December 21, 1987. Under the terms of the Management and the
Employee Plans, associates receive either incentive stock options or
nonqualified stock options, the duration of which may not exceed ten years from
the date of grant, to purchase shares of Company Class A Common Stock. In
connection with the Exchange Offer, adjustments to outstanding options under the
Management and the Employee Plans were made. As a result of these adjustments,
each option under the Management and the Employee Plans, which were outstanding
on February 4, 1991, became an option for the purchase of an equal number of
shares of SMG-II Class A Common Stock. Both of the aforementioned plans expired
in December 1997. See Note 14 regarding SMG-II 1997 Restricted Stock Plan.

Note 23--Chief Executive Officer 1996 Employment Agreement

On October 8, 1996, the Company hired a CEO pursuant to a five-year
employment agreement (the "Employment Agreement"). In conjunction with his
employment, SMG-II granted to the CEO an Equity Strip consisting of 8,520
restricted shares of a new series of SMG-II Preferred Stock and 19,851
restricted shares of SMG-II Common Stock and options to purchase 100,000 shares
of SMG-II Common Stock at an initial exercise price of $100 per share (the
"Options"), with the said exercise price increasing over time. The Equity Strip
was valued at $3.4 million at the date of issuance, based upon an independent
appraisal, and will vest over the term of the employment agreement or earlier
with the occurrence of an employment-related event, as defined, and will be
forfeited in its entirety upon the occurrence of a termination event, as
defined. The Equity Strip is being amortized as compensation expense in the
Company's statement of operations over the term of the Employment Agreement. The
Options were accounted for by SMG-II using the methods prescribed by Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees", and
as a result, no compensation expense

<PAGE>

SUPERMARKETS GENERAL HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Note 23--Chief Executive Officer 1996 Employment Agreement--(Continued)

was recorded. The Options will vest over four years and expire one year after
being fully vested, except for the portion of the Options that vest on the day
before the fifth year and has not yet become exercisable, the expiration of
which will be extended to year seven. If employment with the Company should end
as a result of a termination event, the Options (whether or not then vested)
will be immediately and irrevocably forfeited, except in certain circumstances.
Vested Options do not become exercisable until the occurrence of certain events
related generally to the realization of a third-party sale of SMG-II Common
Stock. The CEO also received (a) a one-time signing bonus of $1.0 million, which
is being amortized as compensation expense in the Company's statement of
operations over the term of the Employment Agreement, and (b) a $4.5 million
loan evidenced by sixteen separate promissory notes. Under the terms of each
note, if he is in full employment of the Company on a quarterly anniversary of
his hiring date, his obligation to pay such note maturing on such date will be
forgiven as to principal, but not any then accrued and unpaid interest. The
Company has and will continue to record compensation expense upon the
forgiveness of each note. In the event his employment ends as a result of a
termination event, prior to a change in control, as defined, each note will
become immediately due and payable as to all outstanding principal and all
accrued and unpaid interest. These notes, which bear interest at a blended rate
of approximately 6%, are on a full-recourse basis and secured by the Equity
Strip, the Options and any shares acquired upon exercise of such Options. The
balance of the loan was approximately $2.0 million and $3.1 million at January
30, 1999 and January 31, 1998, respectively. In addition to the Employment
Agreement, Pathmark and the CEO entered into a sale and transition agreement
dated March 8, 1999 (see Note 26).

Note 24--Commitments and Contingencies

Rickel:

In connection with the sale of its home centers segment in Fiscal 1994,
the Company, as lessor, entered into ten leases for certain of the Company's
owned real estate properties, including a distribution center, with Rickel as
tenant. In addition, the Company assigned to Rickel 25 third party leases.

In 1996, Rickel filed for bankruptcy protection under Chapter 11 of the
United States Bankruptcy Code. Subsequent to the bankruptcy filing, of the 35
locations leased to Rickel, 16 leases have been assigned by Rickel in 1998 to
Staples, Inc., 12 leases have either been terminated or assigned to third
parties, including Rickel's distribution center which was sold by the Company
during Fiscal 1998, and seven leases were rejected and are being actively
marketed by the Company to other prospective tenants.

Management has assessed its exposure with respect to this matter and has
concluded that it has sufficient reserves to cover any resulting liability which
may occur, including the future rent and real estate taxes, net of expected
recoveries.

Information Services Outsourcing:

In August 1991, the Company entered into a ten-year agreement with IBM to
provide a wide range of information systems services. Under the agreement, IBM
has taken over the Company's data center operations and mainframe processing and
information system functions and is providing business applications and systems
designed to enhance the Company's customer service and efficiency. The charges
under this agreement are based upon the services requested at predetermined
rates. The Company may terminate the agreement upon 90 days notice with payment
of a specified termination charge. The amounts expensed under this agreement in
the accompanying consolidated statements of operations were $26.5 million, $23.7
million and $22.1 million during Fiscal 1998, Fiscal 1997 and Fiscal 1996,
respectively.

Other:

<PAGE>

SUPERMARKETS GENERAL HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Note 24--Commitments and Contingencies

statements, and failed to disclose material information, in the Schedule 14D-9
in violation of their fiduciary duty of disclosure; (ii) SMG-II and the
directors of the Company breached certain fiduciary duties owed to holders of
the Preferred Stock and (iii) the Purchaser knowingly aided and abetted SMG-II's
and the directors of the Company alleged breaches of fiduciary duty. The
complaint demands, among other things, judgment (i) enjoining the Defendants
preliminarily and permanently from consummating the Offer and related
transactions, (ii) ordering the Defendants to issue corrective disclosures,
(iii) ordering the Defendants to retain an independent financial advisor to
evaluate the fairness of the Offer and the related transactions and (iv)
awarding damages to the holders of the Preferred Stock. The Company believes
that the claims against it, its directors and SMG-II are without merit and
intends to vigorously oppose them. The Purchaser has informed the Company that
it believes that the claims against it are without merit and it intends to
vigorously oppose them.

<PAGE>

SUPERMARKETS GENERAL HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Note 25--Quarterly Financial Data (Unaudited)

Financial data for the interim periods of Fiscal 1998 and Fiscal 1997 is
as follows (dollars in thousands):

<TABLE>
<CAPTION>
13 Weeks Ended
--------------------------------------------------------
May 2, August 1, October 31, January 30, Fiscal
1998 1998 1998 1999 1998
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
52 Weeks Ended January 30, 1999
Sales ......................... $ 916,015 $ 922,909 $ 899,990 $ 916,297 $ 3,655,211
Gross profit(a) ............... 264,031 261,900 255,436 261,860 1,043,227
Selling, general and
administrative expenses(b) .. 211,073 204,460 210,389 207,026 832,948
Depreciation and amortization . 19,686 19,750 19,597 17,994 77,027
Operating earnings ............ 33,272 37,690 25,450 36,840 133,252
Interest expense .............. (41,569) (39,830) (39,774) (40,152) (161,325)
Loss before income taxes ...... (8,297) (2,140) (14,324) (3,312) (28,073)
Income tax provision .......... (30) (25) (39) (1,557) (1,651)
Net loss ...................... $ (8,327) $ (2,165) $ (14,363) $ (4,869) $ (29,724)

<CAPTION>
13 Weeks Ended
--------------------------------------------------------
May 3, August 2, November 1, January 31, Fiscal
1997 1997 1997 1998 1997
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
52 Weeks Ended January 31, 1998
Sales ......................... $ 922,398 $ 931,909 $ 901,006 $ 940,727 $ 3,696,040
Gross profit(c) ............... 259,480 262,443 248,482 273,607 1,044,012
Selling, general and
administrative expenses ..... 212,348 213,130 205,318 210,146 840,942
Depreciation and amortization . 20,216 19,984 21,407 21,978 83,585
Operating earnings ............ 26,916 29,329 21,757 41,483 119,485
Interest expense .............. (41,885) (41,903) (41,034) (41,958) (166,780)
Loss before income taxes and
extraordinary items ......... (14,969) (12,574) (19,277) (475) (47,295)
Income tax benefit (provision) 5,866 5,022 7,815 (20,867) (2,164)
Loss before extraordinary items (9,103) (7,552) (11,462) (21,342) (49,459)
Extraordinary items, net of an
income tax benefit ......... -- (7,488) -- -- (7,488)
Net loss....................... $ (9,103) $ (15,040) $ (11,462) $ (21,342) $ (56,947)
</TABLE>

- ----------
(a) The pretax LIFO provision for Fiscal 1998 was $3.4 million consisting of
provisions of $0.35 million in each of the first three quarters, and $2.35
million in the fourth quarter, respectively.
(b) Selling, general and administrative expenses for Fiscal 1998 included a
second quarter gain of $5.1 million recognized on the sale of certain real
estate.
(c) The pretax LIFO credit for Fiscal 1997 was $5.4 million consisting of
provisions of $0.4 million and $0.5 million in the first and second
quarters, respectively, and credits of $1.7 million and $4.6 million in
the third and fourth quarters, respectively.

<PAGE>

SUPERMARKETS GENERAL HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Note 26--Subsequent Event

On March 15, 1999, Koninklijke Ahold N.V., a company organized under the
laws of the Netherlands ("Ahold") and the Purchaser, a Delaware corporation and
an indirect wholly-owned subsidiary of Ahold, commenced a tender offer to
purchase all of the issued and outstanding shares (the "Shares") of the
Company's Preferred Stock at a price of $38.25 per Share, net to the seller in
cash, without interest thereon (the "Offer Price"), upon the terms and subject
to the conditions set forth in the Offer to Purchase dated March 15, 1999 (the
"Offer to Purchase") and the related Letter of Transmittal (which, together with
the Offer to Purchase and all amendments and supplements thereto, constitute the
"Offer").

The SMG-II Merger Agreement provides that, among other things, in the
event all of the conditions to the consummation of the SMG-II Merger (other than
the Minimum Condition and certain related conditions) have been satisfied or
waived, but the Minimum Condition and certain related conditions have not been
satisfied or waived, SMG-II is obligated, pursuant to the terms and conditions
of a Stock Purchase Agreement dated as of March 9, 1999 (the "Alternative Stock
Purchase Agreement"), by and among SMG-II, PTK (a wholly-owned subsidiary of the
Company), Ahold and the Purchaser to cause PTK to sell all of the issued and
outstanding shares of the capital stock (the "Pathmark Stock") of Pathmark for a
purchase price, payable in cash, equal to $242.8 million (the "Alternate Stock
Purchase"). In such event, the only material asset of the Company would be its
ownership of all of the issued and outstanding shares of the capital stock of
PTK, the only material asset of which in turn would be the net after tax
proceeds from the sale of the Pathmark Stock to the Purchaser pursuant to the
Alternative Stock Purchase Agreement.

Concurrent with the execution of the SMG-II Merger Agreement, as required
by Ahold and the Purchaser, ML Investors (as defined in Item 5, Part II of this
Form 10-K), Equitable Investors (as defined in Item 5, Part II of this Form
10-K) and James L. Donald (collectively, the "SMG-II Stockholders"), entered
into a stockholders agreement, dated March 9, 1999 (the "Stockholders
Agreement"), with Ahold and Purchaser. Pursuant to the Stockholders Agreement,
the SMG-II Stockholders have (i) agreed to vote the shares of the capital stock
of SMG-II owned by them in favor of the SMG-II Merger, and (ii) granted the
Purchaser an option to purchase, under certain circumstances, the shares of the
capital stock of SMG-II owned by them.
<PAGE>

SUPERMARKETS GENERAL HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Note 26--Subsequent Event--(Continued)

In addition to the Employment Agreement as described in Note 23, Pathmark
and the CEO entered into a sale and transition agreement dated March 8, 1999.
The sale and transition agreement is intended to provide the CEO with an
incentive to remain employed by Pathmark both before and after the SMG-II Merger
or any similar sale of the Company. Pursuant to the sale and transition
agreement, the CEO may elect to exchange his Equity Strip and Stock Options (as
such terms are defined in the Employment Agreement) for the potential to earn a
sale bonus and a supplemental sale bonus in connection with a sale of the
Company. If a sale of the Company is successfully consummated while the CEO
continues to be employed by Pathmark, the CEO will become entitled to receive
$2.0 million in a lump sum cash amount from Pathmark, less withholding taxes.
After the sale of the Company is successfully consummated, the CEO will become
eligible to receive a supplemental sale bonus on the second anniversary of the
sale if he continues to be employed by Pathmark or the purchaser on such date.
If the SMG-II Merger or the Alternative Stock Purchase is consummated, the
supplemental sale bonus would be $7.2 million, less withholding taxes. The CEO
will also become entitled to receive the supplemental sale bonus if his
employment with Pathmark is terminated for reason other than misconduct on the
part of the CEO during the two year period following the sale of the Company, if
the purchaser declines to continue to employ the CEO after the date of the sale
of the Company or upon the CEO's death or disability after the date of the sale
of the Company. The CEO will forfeit the supplemental sale bonus if (i) he
refuses to continue to be employed by Pathmark after the purchaser offers the
CEO reasonable terms of employment, (ii) the CEO resigns from his employment
with Pathmark other than for "good reason" (as such term is defined in the
Employment Agreement) or he is terminated by Pathmark for "cause" (as such term
is defined in the Employment Agreement) or (iii) the CEO becomes deceased or
permanently disabled prior to the date of the sale of the Company. The sale and
transition agreement must be approved by a vote of 75% of the stockholders of
Pathmark and its parent companies within ninety days after March 9, 1999.

<PAGE>

INDEPENDENT AUDITORS' REPORT

Board of Directors and Stockholder
Supermarkets General Holdings Corporation
Carteret, New Jersey

We have audited the accompanying consolidated balance sheets of
Supermarkets General Holdings Corporation and its subsidiaries (the "Company")
as of January 30, 1999 and January 31, 1998, and the related consolidated
statements of operations, stockholder's deficiency and cash flows for each of
the three years in the period ended January 30, 1999. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on the 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 the Company as of January 30,
1999 and January 31, 1998, and the results of their operations and their cash
flows for each of the three years in the period ended January 30, 1999 in
conformity with generally accepted accounting principles.

Deloitte & Touche LLP

Parsippany, New Jersey
April 9, 1999

<PAGE>

ITEM 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.

Not applicable.

PART III

ITEM 10. Directors and Executive Officers of the Company (As of April 15, 1999)

(a) Directors of the Company

The following table sets forth the name, principal occupation or
employment at the present time and during the last five years, and the name and
principal business of any corporation or other organization in which such
occupation or employment is or was conducted, of the directors of the Company,
all of whom are citizens of the United States unless otherwise indicated. Each
individual named below is a director of each of the Company, SMG-II, PTK and
Pathmark, except for Messrs. Upchurch and Volla.

Director of
the
Company
Name, Age, Principal Occupation and Other Directorships Since
------------------------------------------------------- -----

MATTHIAS BOWMAN, 50, Director of Merrill Lynch Capital 1997
Partners, Inc., ("MLCP"), an investment firm
affiliated with Merrill Lynch & Co., ("ML& Co."), the
financial services concern, since 1998; Chief
Executive Officer of MLCP from 1994 to 1998; Vice
Chairman of Investment Banking with ML&Co. since 1993;
Managing Director of Merrill Lynch, Pierce, Fenner &
Smith Incorporated ("MLPFS") since at least 1992. Mr.
Bowman is also a Director of U.S. Foodservice Corp.

JOHN W. BOYLE, 70, Chairman and Chief Executive Officer of 1996
the Company (retired) from March 1996 to October 1996;
Vice Chairman (retired), Eckerd Corporation, a drug
store chain, between 1983 and 1995. Mr. Boyle is also
Chairman of United Artists Theater Circuit, Inc.

JAMES J. BURKE, JR., 47, Partner and a Director of 1988
Stonington Partners, Inc. ("SPI"), a private
investment firm, since 1993, and a Director of MLCP
since 1987; Managing Partner of MLCP from 1993 to
1994; President and Chief Executive Officer of MLCP
from 1987 to 1993. Mr. Burke was also a Managing
Director of ML&Co. until 1994. Mr. Burke is also a
Director of Ann Taylor Stores Corp., Borg-Warner
Security Corp., Education Management Corp. and United
Artists Theater Circuit, Inc.

JAMES DONALD, 45, Chairman, President and Chief Executive 1996
Officer of the Company (since October 1996); Senior
Vice President and General Manager, Safeway, Inc.,
Eastern Division from February 1994 until October
1996; Vice President-Marketing, Wal-mart Corp. prior
thereto(3).

U. PETER C. GUMMESON, 40, Senior Vice President, Albion 1996
Alliance LLC, an asset manager specializing in private
debt and equity securities (since 1996). Mr. Gummeson
has also been Managing Director of Alliance Corporate
Finance Group Incorporated, an asset manager
specializing in private debt and equity securities
since 1984. Both firms are affiliated with the
Equitable Investors.

STEPHEN M. McLEAN, 41, General Partner of Arena Capital 1987
Partners, LLC, a private investment firm since March
1999; Partner and a Director of SPI from 1993 to
February 1999; Partner of MLCP from 1993 to 1994;
Senior Vice President of MLCP from 1987 to 1993;
Director of MLCP since 1987; Managing Director of the
Investment Banking Division of ML&Co. until 1994. Mr.
McLean is also a Director of CMI Industries, Inc.,
Dictaphone Corporation, Merisel, Inc. and Packard Bio
Science Company.

ROBERT G. MILLER, 55, Chief Executive Officer of Fred Meyer, 1997
Inc., a diversified retailer. Mr. Miller is also a
Director of PacifiCorp.

<PAGE>

Director of
the
Company
Name, Age, Principal Occupation and Other Directorships Since
------------------------------------------------------- -----

ROBERT J. MYLOD, JR., 32, Vice President of priceline.com 1998
Incorporated, an internet commerce company since
January 1999; Principal of SPI from 1996 to February
1999; Associate of SPI from November 1993 to December
1995; Associate of MLCP prior thereto. Mr. Mylod was
also an associate of the Investment Banking Division
of MLPFS from 1993 to 1994.

JERRY G. RUBENSTEIN, 69, Managing Partner, Omni Management 1988
Associates; Consultant to MLCP since 1988.

JAMES B. UPCHURCH, 40, President and Chief Operating Officer 1995
of USB Libra, a division of U.S. Bancorp Investments,
Inc., an NASD registered broker-dealer investment
broker since January 1999, President and Chief Operating
Officer of Libra Investments Inc., an NASD licensed
broker/dealer prior thereto.

STEVEN L. VOLLA, 52, Chairman of Primary Health Systems, 1995
L.P., a hospital management company, since June 1994;
Co-Chairman, Interactive Health Computing, Inc., since
January 1994; Chairman, President and Chief Executive
Officer of American Health Care Management, Inc.,
prior thereto.

Pursuant to the 1991 Stockholders Agreement, the ML Investors are entitled
to designate seven directors, the Management Investors are entitled to designate
up to three directors and The Equitable Investors are entitled to designate one
director to both the Company's and SMG-II's Board of Directors. Such agreement
furthermore entitles the ML Investors to designate a majority of the Company's
Board of Directors at all times. By having the ability to designate a majority
of the Company's and SMG-II's Board of Directors, the ML Investors have the
ability to control the Company. Currently, six of the persons serving as
directors were designated by the ML Investors (Messrs. Bowman, Boyle, Burke,
McLean, Mylod and Rubenstein), one was designated by the Management Investors
(Mr. Donald) and one was designated by the Equitable Investors (Mr. Gummeson).
Mr. Miller was designated by the other directors. Messrs. Volla and Upchurch
were elected by the holders of the Preferred Stock. The ML Investors are
controlled by ML & Co. No family relationship exists between any director and
any other director or executive officer of the Company.

(b) Executive Officers

The following table sets forth the name, principal occupation or employment
at the present time and during the last five years, and the name of any
corporation or other organization in which such occupation or employment is or
was conducted, of the executive officers of the Company, all of whom are
citizens of the United States unless otherwise indicated and serve at the
discretion of the Board of Directors of the Company. The executive officers of
the Company listed below were elected to office for an indefinite period of
time. No family relationship exists between any executive officer and any other
executive officer or director of the Company.

<TABLE>
<CAPTION>
Officer
of the
Company
Name Age Positions and Office Since
---- --- -------------------- -----
<S> <C> <C> <C>
JAMES DONALD 45 Chairman, President and Chief Executive Officer 1996
since October 1996.(1)

EILEEN SCOTT 46 Executive Vice President, Marketing and 1998
Distribution (since January 1998); Vice
President, Non-Foods Merchandising and
Pharmacy (November 1995 - December 1997); Vice
President, Sales & Advertising (August 1994 -
November 1995); Director of Grocery Sales
prior thereto. Ms. Scott joined the Company in 1969.

JOHN SHEEHAN 41 Executive Vice President--Operations (since January 1996
1998); Senior Vice President--Operations (October
1996 to December 1997); Director of Operations,
Albertsons, Inc., prior thereto.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
Officer
of the
Company
Name Age Positions and Office Since
---- --- -------------------- -----
<S> <C> <C>
JOSEPH W. ADELHARDT 52 Senior Vice President and Controller since 1987
January 1996; Vice President and
Controller prior thereto. Mr. Adelhardt
joined the Company in 1976.

HARVEY M. GUTMAN 52 Senior Vice President--Retail Development. 1990
Mr. Gutman joined the Company in 1976.

ROBERT JOYCE 53 Senior Vice President--Administration 1989
(since 1989 October 1996); Executive Vice
President--Operations (from January 1996
to October 1996); Senior Vice
President--Operations-- from March 1995 to
January 1996; Senior Vice
President--Administration prior thereto.
Mr. Joyce joined the Company in 1963.

MARC A. STRASSLER 50 Senior Vice President, Secretary and 1987
General Counsel since May 1998; Vice
President, Secretary and General Counsel
prior thereto. Mr. Strassler joined the
Company in 1974.

FRANK VITRANO 43 Senior Vice President, Chief Financial Officer 1995
and Treasurer since September 1998; Vice
President and Treasurer from December 1996
to September 1998; Treasurer from July
1995 to December 1996; Director --Risk
Management prior thereto. Mr. Vitrano
joined the Company in 1972.

MYRON D. WAXBERG 65 Vice President and General Counsel--Real 1991
Estate. Mr. Waxberg joined the Company in
1976.
</TABLE>

- -------
(1) Member of the Company's Board of Directors.

ITEM 11. Executive Compensation.

Summary Compensation Table

<TABLE>
<CAPTION>
Long Term Compensation
Annual Compensation Awards
------------------------------------------------------ --------------------------

Restricted Securities
Other Annual Stock Underlying All Other
Compensation Awards Options/SARs Compensation
Name and Principal Position Year Salary($) Bonus($)(1) ($)(2) ($)(3) (#) ($)(4)
----------- ---------- ----------- ----------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
James L. Donald ................ 1998 600,000 750,000 1,125,000 -- -- 8,480
Chairman, President and 1997 600,000 425,000 1,179,390 -- -- 3,632
Chief Executive Officer 1996 193,846 1,175,000 340,021 3,400,000 100,000 16,821

Eileen Scott ................... 1998 220,000 182,600 -- 500,000 -- 5,600
Executive Vice President- 1997 153,846 80,707 -- -- -- 5,405
Merchandising & Distribution

John Sheehan ................... 1998 220,000 182,600 -- 500,000 -- --
Executive Vice President - 1997 186,312 52,537 80,793 -- -- --
Operations 1996 51,923 81,231 9,733 -- -- --

Robert Joyce ................... 1998 231,749 127,461 2,195 250,000 -- 5,600
Senior Vice President - 1997 230,062 63,267 2,195 -- -- 5,600
Administration 1996 223,846 26,862 2,195 -- -- 5,250

Harvey Gutman .................. 1998 210,641 115,853 3,811 250,000 -- 5,600
Senior Vice President 1997 200,103 32,011 3,841 -- -- 5,600
Retail Development 1996 192,850 19,285 3,841 -- -- 5,250
</TABLE>

- -------
(1) The amounts with respect to Fiscal 1998 in this column represent bonuses
awarded pursuant to the Company's executive incentive plan.

<PAGE>

(2) Represents in Fiscal 1998 (i) with respect to Mr. Donald, forgiveness of
loan payments due to the Company of $1,125,000; and (ii) with respect to
Messrs. Gutman and Joyce, payments as reimbursement for interest paid to
Holdings for loans, each of less than $60,000 from Holdings in connection
with the purchase of SMG-II Class A Common Stock and includes an amount
sufficient to pay any income taxes resulting therefrom after taking into
account the value of any deductions available as a result of the payment
of such interest and taxes.
(3) Other than with respect to Mr. Donald, the grants of restricted stock
reflected in the Summary Compensation Table were made pursuant to the
SMG-II Holdings Corporation 1997 Restricted Stock Plan (the "RS Plan").
Each award consisted of shares of SMG-II Class A Common Stock and SMG-II
Series C Preferred Stock (collectively, the "Restricted Shares"). Under
the terms of the RS Plan, each restricted stock award will become
nonforfeitable upon the earlier of (i) the seventh anniversary of the date
of grant and (ii) thirty days prior to a Realization Event (as defined in
RS Plan). Generally, a Realization Event would occur upon a sale or merger
transaction involving SMG-II and/or it subsidiaries and a nonaffiliated
entity, or a public offering of SMG-II Class A Common Stock as a result of
which the aggregate price for all shares sold in the public offering
exceeds $50 million dollars. Since the shares of SMG-II are privately
owned and not traded on the public market, amounts shown in the Summary
Compensation Table are based on the Company's determination of the fair
market value of the Restricted Shares at the time of the grant. In
determining the fair market value of the Restricted Shares, SMG-II
considered various factors such as SMG-II and its subsidiaries'
performance, financial condition and forecasts and projections prepared by
management with respect to the Company for the fiscal years 1998 through
2001 as well as the opinion of an independent advisory firm. Based on the
foregoing, SMG-II determined that the fair market value of its Class A
Common Stock and Series C Preferred Stock on the date of grant was $0 and
$200 per share, respectively. The value and number of restricted stock
holdings at January 30, 1999 for each of the named executives are as
follows: Mr. Donald - $1,704,000 (19,851 shares of SMG-II Class A Common
Stock and 8,520 shares of SMG-II Series C Preferred Stock); Mr. Gutman -
$250,000 (3,750 shares of SMG-II Class A Common Stock and 1,250 shares of
SMG-II Series C Preferred Stock); Mr. Joyce - $250,000 (3,750 shares of
SMG-II Class A Common Stock and 1,250 shares of SMG-II Series C Preferred
Stock); Ms. Scott - $500,000 (7,500 shares of SMG-II Class A Common Stock
and 2,500 shares of SMG-II Series C Preferred Stock); and Mr. Sheehan -
$500,000 (7,500 shares of SMG-II Class A Common Stock at 2,500 shares of
SMG-II Series C Preferred Stock).
(4) Represents in Fiscal 1998 (i) with respect to Mr. Donald, payments of
$3,632 for a term life insurance premium on Mr. Donald's life and $4,858
representing the Company's matching contribution to the SGC Savings Plans
and (ii) with respect to the other named executive officers, the Company's
matching contribution under the SGC Savings Plan.

Aggregated Option/SAR Exercises in Last Fiscal Year
and FY-End Option/SAR Values(1)

Number of Securities
Underlying
Unexercised
Options/SARs at
FY-End (#)
Exercisable/
Name Unexercisable
---- -------------
James Donald.............................................. 0/100,000
Robert Joyce.............................................. 2,360/0
Harvey Gutman............................................. 2,600/0
John Sheehan.............................................. 0/0
Eileen Scott.............................................. 150/260

- ----------
(1) Except with respect to Mr. Donald, options shown were granted pursuant to
the SMG-II 1987 Management Investors Stock Option Plan (the "Plan) and
relate to shares of Class A Common Stock of SMG-II and have an exercise
price of $100 per share. No options were either granted to or exercised by
any of the above named executives in Fiscal 1998.

<PAGE>

<TABLE>
<CAPTION>
Pension Plan Table(1)
Years of Service
------------------------------------------------------------------
Final Average Pay 10 15 20 25 30 or more
- ----------------- -- -- -- -- ----------
<S> <C> <C> <C> <C> <C>
300,000.............. 40,000 60,000 80,000 100,000 120,000
350,000.............. 46,667 70,000 93,333 116,667 140,000
400,000.............. 53,333 80,000 106,667 133,333 160,000
450,000.............. 60,000 90,000 120,000 150,000 180,000
500,000.............. 66,667 100,000 133,333 166,667 200,000
550,000.............. 73,333 110,000 146,667 183,333 220,000
600,000.............. 80,000 120,000 160,000 200,000 240,000
650,000.............. 86,667 130,000 173,333 216,667 260,000
700,000.............. 93,333 140,000 186,667 233,333 280,000
750,000.............. 100,000 150,000 200,000 250,000 300,000
800,000.............. 106,667 160,000 213,334 266,668 320,000
850,000.............. 113,333 170,000 226,666 283,333 340,000
900,000.............. 120,000 180,000 240,000 300,000 360,000
950,000.............. 126,667 190,000 253,334 316,668 380,000
1,000,000.............. 133,334 200,000 266,668 333,335 400,000
1,100,000.............. 146,666 220,000 293,332 366,665 440,000
1,200,000.............. 160,000 240,000 320,000 400,000 480,000
1,300,000.............. 173,334 260,000 346,668 433,335 520,000
1,400,000.............. 186,666 280,000 373,332 466,665 560,000
1,500,000.............. 200,000 300,000 400,000 500,000 600,000
1,600,000.............. 213,332 320,000 426,664 533,330 640,000
1,700,000.............. 226,666 340,000 453,332 566,669 680,000
</TABLE>

- ----------
(1) The table above illustrates the aggregate annual pension benefits payable
under the SGC Pension Plan and Excess Benefit Plan (collectively, the
"Pension Plans"). The retirement benefit for individuals with 30 years of
credited service is 40% of the individual's average compensation during
his or her highest five compensation years in the last ten years before
retirement, less one-half of the social security benefit received. The
retirement benefit is reduced by 3.33% for every year of credited service
less than 30. Covered compensation under the Pension Plans includes all
cash compensation subject to withholding plus amounts deferred under the
Savings Plan pursuant to Section 401(k) of the Internal Revenue Code of
1986, as amended, and as to individuals identified in the Summary
Compensation Table, would be the amount set forth in that table under the
headings "Salary" and "Bonus". The table shows the estimated annual
benefits an individual would be entitled to receive if normal retirement
at age 65 occurred in January 1999 after the indicated number of years of
covered employment and if the average of the participant's covered
compensation for the five years out of the last ten years of such
employment yielding the highest such average equaled the amounts
indicated. The estimated annual benefits are based on the assumption that
the individual will receive retirement benefits in the form of a single
life annuity (married participants may elect a joint survivorship option)
and are before applicable deductions for social security benefits in
effect as of January 1999. As of December 31, 1998, the following
individuals had the number of years of credited service indicated after
their names: Mr. Donald, 2.2, Mr. Gutman, 22.8; Mr. Joyce, 28.7, Mr.
Sheehan, 2.2; and Ms. Scott, 23.8. As described below in "Compensation
Plans and Arrangements--Supplemental Retirement Agreements", certain of
the named executives are party to a Supplemental Retirement Agreement with
Pathmark.

Compensation Plans and Arrangements

Supplemental Retirement Agreements. The Company has entered into
supplemental retirement agreements with Messrs. Gutman and Joyce, which provide
that said executive officers will be paid upon termination of employment after
attainment of age 60 a supplemental pension benefit in such an amount as to
assure him or her an annual amount of pension benefits payable under the
supplemental retirement agreement, the Company's qualified pension plans and
certain other plans of the Company, including Savings Plan balances as of March
31, 1983, equal to (i) 30% of his final average Compensation based on ten years
of service with the Company and increasing 1% per year for each year of service
thereafter, to a maximum of 40%, of his final average

<PAGE>

Compensation based on 20 years of service, or (ii) $150,000, whichever is less.
"Compensation" includes base salary and bonus payments, but excludes Company
matching contributions under the Savings Plan. If the executive leaves the
Company prior to completing 20 years of service (other than for disability), the
supplemental benefit would be reduced proportionately. Should the executive die,
the surviving spouse then receiving or, if he or she was not then receiving a
supplemental pension benefit, the spouse would be entitled to a benefit equal to
two-thirds of the benefit to which the executive would have been entitled,
provided the executive has attained at least ten years of service with the
Company.

Employment Agreements:

Employment Agreement Among Pathmark, SMG-II and James L. Donald. On
October 8, 1996 (the "Effective Date"), the Company and SMG-II entered into an
employment agreement with Mr. James L. Donald (the "Donald Agreement") pursuant
to which Mr. Donald was elected Chairman, President and Chief Executive Officer
for a term of five years. The Donald Agreement provides Mr. Donald with an
initial annual base salary of $600,000 and provides that he shall participate in
the Pathmark Executive Incentive Plan, under which Mr. Donald may earn an annual
bonus of up to 125% of his annual salary based on performance targets that are
set by the Board. Under the Donald Agreement, Mr. Donald is guaranteed an annual
bonus for each of the second, third and fourth full fiscal years of the term of
at least 25% of his base salary. The Donald Agreement provides Mr. Donald with
the right to defer up to 50% of his annual bonus and salary, which shall be held
in a grantor trust established by the Company. During the term of the Donald
Agreement, in addition to the base salary, bonus eligibility and other customary
annual benefits and perquisites that the Company generally provides to its
executive officers, the Company will provide Mr. Donald with a company car and
term life insurance in the amount of $4.5 million during the first year and $3.2
million thereafter. The Company also reimbursed Mr. Donald for the legal
expenses incurred by him in the negotiation of the Donald Agreement. Mr. Donald
also received a one-time signing bonus of $1 million, which is being amortized
over the term of the Donald Agreement.

Furthermore, Mr. Donald received an equity package (the "Equity Strip"),
consisting of 8,520 restricted shares of a new series of SMG-II Preferred Stock
with a stated value of $200 per share and 19,851 restricted shares of SMG-II
Class A Common Stock, the terms of which are set forth in the stock award
agreement (the "Stock Award Agreement"). The Equity Strip, which as of the
Effective Date was valued by the Company at $3.4 million based upon an
independent appraisal, will vest in its entirety upon the occurrence of an
Employment-Related Event, as defined in the Stock Award Agreement, and will be
forfeited in its entirety upon the occurrence of a Termination Event, as defined
in the Donald Agreement. The valuation of $3.4 million is being amortized by the
Company over the term of the Donald Agreement. The SMG-II Preferred Stock ranks
pari passu with the existing SMG-II convertible preferred stock and will accrue
dividends at a rate of 10% per annum. The SMG-II Preferred Stock will be
convertible into Common Stock on a one-for-one basis.

In addition, Mr. Donald received a stock option (the "Option") to purchase
an aggregate of 100,000 shares of SMG-II Class A Common Stock. The Option
consists of component A ("Option Component A") covering 50,000 shares of SMG-II
Class A Common Stock and component B ("Option Component B") covering the
remaining 50,000 shares of SMG-II Class A Common Stock. Any terms used herein
not otherwise defined shall have the meanings assigned to them in the Donald
Agreement. Option Component A shall have an initial per share exercise price of
$100 per share. The per share exercise price of Option Component A will increase
to $125 per share on the first day of the Fiscal Year beginning in calendar year
2000 ("Fiscal Year 2000") and to $150 per share on the first day of the Fiscal
Year beginning in calendar year 2001 ("Fiscal Year 2001"). Option Component B
will have an initial per share exercise price of $100 per share. The per share
exercise price of Option Component B will increase to $150 per share on the
first day of the Fiscal Year beginning in calendar year 1999; to $250 per share
on the first day of Fiscal Year 2000; and to $350 per share on the first day of
Fiscal 2001. The Option will expire on the fifth anniversary of the Effective
Date to the extent not previously exercised (the "Expiration Date"); provided,
however, that the Expiration Date for the portion of Option Component A and
Option Component B which is vested (as explained below) immediately prior to
such Expiration Date will be extended until the seventh anniversary of the
Effective Date if such vested portion of Option Component A and Option Component
B, as the

<PAGE>

case may be, has not become exercisable by such initial Expiration Date. During
the period of such extension, the per share exercise price of Option Component A
and Option Component B, as the case may be (to the extent not previously
exercised), will increase at the end of each month during such extension period
at an annual rate of 10%. Mr. Donald will vest in 25% of Option Component A and
in 25% of Option Component B on the Effective Date and on each of the first
through third anniversaries of the Effective Date, provided that the Optionee is
in the employ of Pathmark on each such date. Upon the occurrence of a Minimum
IPO (as defined below) while the Optionee is in the employ of the Company, the
entire Option shall immediately and fully vest. In addition, the Option will
immediately and fully vest upon the occurrence of a Change in Control (as
defined below) occurring prior to the Termination Event (as defined below). If
Mr. Donald's employment with the Company should end as a result of a Termination
Event, then, as of the applicable date of termination, the entire Option
(whether or not then vested) will be immediately and irrevocably forfeited.

Except for purposes of tag-along rights under Article V of the 1991
Stockholders Agreement and the piggyback rights under Article VI of the
Stockholders Agreement, the Option shall not be exercisable (even though the
Option or a portion thereof is vested) unless and until it becomes exercisable
in accordance with the following provisions:

(i) The Exercisable Percentage (as defined below) of each component of
the Option will become exercisable if the ML Investors (as defined
in the Stockholders Agreement) have a Realization Event (as defined
below) in respect of the Common Stock at a per share price in excess
of the amounts (the "Target Prices") set forth below :

Target Price per Target Price per
Share/Option Share/Option
Period of Time Component A Component B
----------------------------------------------------------
Prior to 2/1/00 $100 $150
2/1/00 to 1/31/01 $125 $250
2/1/01 and after $150 $350

(ii) Notwithstanding the above, if the ML Investors have a Realization
Event for more than 15% of the shares of Common Stock beneficially
owned by them on the date of grant and Option at a per share price
in excess of the Target Price described above applicable to the date
when such Realization Event occurs, then the components of the
Option for which such Target Prices have been achieved shall become
immediately vested and exercisable and the exercise price shall not
thereafter increase.

In the event that Mr. Donald becomes entitled to any tag-along rights
under Section 5.6 or registration rights under Section 6.2 of the 1991
Stockholders Agreement, he will be permitted to exercise his sale or transfer
rights with respect to the portion of the Option for which the Target Price has
been met. For purposes of Section 5.6(b) of the 1991 Stockholders Agreement,
100% of the portion of the Option for which the Target Amount has been realized
will be considered exercisable in order to determine the number of shares to be
included under Section 5.6(b) of the 1991 Stockholders Agreement. If, prior to
the Expiration Date, the Board determines that it is necessary or desirable to
list, register or qualify the shares of Common Stock subject to the Option, and
if such listing, registration or qualification is delayed beyond the Expiration
Date, the vested and exercisable portion of the Option will remain exercisable
until 30 days after such listing, registration, or qualification is
accomplished.

Pursuant to the Donald Agreement, the Company lent Mr. Donald $4.5 million
(the "Loan") evidenced by 16 separate promissory notes. Under the terms of each
note, if Mr. Donald is in full employment of the Company on a quarterly
anniversary of the Effective Date, Mr. Donald's obligation to pay such note
maturing on such date will be forgiven as to principal, but not any then accrued
and unpaid interest. In the event his employment ends at any time during the
term of the Donald Agreement prior to a Change in Control as a result of a
Termination Event, each note will become immediately due and payable as to all
outstanding principal and all accrued and unpaid interest. These notes bear
interest at an effective rate of 6%. The Loan is on a full recourse basis and
secured by the Equity Strip, the Option and any shares acquired upon exercise of
the Option.

<PAGE>

In the event of Mr. Donald's Involuntary Termination, Pathmark will pay
him (w) the full amount of any accrued but unpaid base salary, plus a cash
payment (calculated on the basis of the base salary then in effect) for all
unused vacation time which Mr. Donald may have accrued as of the date of
Involuntary Termination; (x) the amount of any earned but unpaid Annual Bonus
for any Fiscal Year of Pathmark ended on or prior to the date of Involuntary
Termination; (y) any unpaid reimbursement for business expenses; and (z) a
severance amount equal to four times Mr. Donald's annual rate of salary, based
upon the annual rate then in effect immediately prior to the date of
termination, payable in monthly installments over 24 months. In addition, in the
event of an Involuntary Termination, Mr. Donald and his eligible dependents
shall continue to be eligible to participate in the medical, dental, health and
life insurance plans applicable to Mr. Donald immediately prior to the
Involuntary Termination on the same terms and conditions in effect immediately
prior to such Involuntary Termination until the earliest to occur of (i) the end
of the 24-month period after the date of termination, the date Mr. Donald
becomes eligible to be covered under the benefit plans of a subsequent employer
and (iii) the date Mr. Donald breaches any of the protective covenants described
below. Furthermore, in the event of an Involuntary Termination, the Equity Strip
will automatically and without the need for further action or consent by
Pathmark become fully vested in the manner provided by the Stock Award
Agreement, and the Option will continue to remain outstanding to the extent
provided by the Option Agreement. All notes not previously delivered to Mr.
Donald will automatically and without the need for further action or consent by
Pathmark be delivered by the escrow agent to Mr. Donald marked "Paid in Full"
upon payment by Mr. Donald of any then accrued but unpaid interest on the Loan.
During the 30-day period beginning 6 months after a Change in Control, Mr.
Donald shall be eligible to resign from the Company for no stated reason and
receive all the amounts listed in clauses (w), (x), (y) and (z) above. Any such
resignation in such 30-day period following a Change in Control shall be treated
as an Involuntary Termination for all purposes of this Agreement.

In the event Mr. Donald's employment ends at any time during the term as a
result of a Termination Event, the Company shall pay him only the amounts
decried in clauses (w), (x) and (y) above, and Mr. Donald will immediately
forfeit the Equity Strip and the Option. In addition, each note will become
immediately due and payable as to all outstanding principal and all accrued and
unpaid interest if Mr. Donald's employment ends prior to a Change in Control as
a result of a Termination Event.

Although, in the event of an Involuntary Termination, Mr. Donald has no
duty to mitigate the severance amount by seeking new employment, any severance
amount payable during the second year of the severance period shall be reduced
by any compensation or benefits Mr. Donald earns in connection with any
employment by another employer.

The Donald Agreement includes protective covenants that prohibit Mr.
Donald from engaging (i) in any activity in competition with Pathmark, or any
parent or subsidiary thereof or (ii) in soliciting employees or customers of
Pathmark, or any parent or subsidiary thereof, during his term of employment and
up to two years thereafter. The Donald Agreement also includes a confidentiality
clause which prohibits Mr. Donald from disclosing any confidential information
regarding Pathmark.

The following definitions apply to the terms of the Donald Agreement:

"1991 Stockholders Agreement" shall mean the Stockholders Agreement, dated
as of February 4, 1991, as amended, among SMG-II and its stockholders.

"Cause" means the termination of Mr. Donald's employment with Pathmark
because of (i) his willful and repeated failure (other than by reason of
incapacity due to physical or mental illness) to perform the material duties of
his employment after notice from Pathmark of such failure and his inability or
unwillingness to correct such failure within 30 days of such notice, (ii) his
conviction of a felony or plea of no contest to a felony or (iii) perpetration
by Mr. Donald of a material dishonest act or fraud against Pathmark or any
parent or subsidiary thereof; provided however, that, before Pathmark may
terminate Mr. Donald for Cause, the Board shall deliver to him a written notice
of Pathmark's intent to terminate him for Cause, including the reasons for such
termination, and Pathmark must provide him an opportunity to meet once with the
Board prior to such termination.

<PAGE>

"Change in Control" means the acquisition by a person (other than a person or
group of persons that beneficially owns an equity interest in SMG-II or Pathmark
on the Effective Date or any person controlled thereby) of more than 50% control
of the voting securities of SMG-II as a result of a sale of voting securities
after the Effective Date by the persons who, on the Effective Date, have a
beneficial interest in such voting securities, but shall not include any change
in the ownership of Pathmark or SMG-II resulting from a public offering.

"Common Stock" means SMG-II Class A Common Stock, par value $0.01 per share.

"Exercisable Percentage" means (i) in connection with a Third Party Sale, the
percentage of the shares of Common Stock subject to the Option that Mr. Donald
is entitled to sell pursuant to the exercise of his "tag-along" rights under the
Stockholders Agreement and (ii) in connection with a Public Offering, the
percentage of the shares of Common Stock then beneficially owned by the ML
Investors (as defined in the Stockholders Agreement) which are sold in the
Public Offering.

"Good Reason" means Mr. Donald's resignation because of (i) the failure of
Pathmark to pay any material amount of compensation to Mr. Donald when due, (ii)
a material adverse reduction or material adverse diminution in Mr. Donald's
titles, duties, positions or responsibilities with Pathmark, including, but not
limited to, failure by Pathmark to elect Mr. Donald to the office of Chief
Executive Officer, or (iii) any other material breach by Pathmark of the Donald
Agreement. In order to assert Good Reason, Mr. Donald must provide written
notification of his intention to resign within 30 business days after he knows
or has reason to know the occurrence of any such event. After Mr. Donald
provides such written notice to Pathmark, Pathmark shall have 15 days from the
date of receipt of such notice to effect a cure of the condition constituting
Good Reason.

"Involuntary Termination" means (i) the termination of Mr. Donald's employment
by Pathmark other than for Cause or disability or (ii) Mr. Donald's resignation
of employment with Pathmark for Good Reason.

"Minimum IPO" means a Public Offering of the Common Stock after the Date of
Grant at the conclusion of which the aggregate price for all the shares of
Common Stock having been sold to the public in such Public Offering, plus the
aggregate offering price for all shares of Common Stock sold in all prior Public
Offerings of Common Stock occurring after the date that Mr. Donald is granted
any Option, exceeds $50 million.

"Public Offering" means a public offering of the Common Stock pursuant to an
effective registration statement under the Securities Act.

"Realization Event" means the receipt by the ML Investors (as defined in the
Stockholders Agreement) of cash or property from an unrelated third party as
consideration for the sale of shares of Common Stock then beneficially owned by
the ML Investors. For purposes of the Donald Agreement, any property other than
cash received by the ML Investors in the Realization Event shall have the value
ascribed to such property by the parties to such sale.

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

"SMG-II Preferred Stock" shall mean a new series of convertible preferred stock
that will be issued for purposes of the Donald Agreement.

"Termination Event" shall mean Mr. Donald's resignation without Good Reason or a
termination by Pathmark for Cause.

"Third Party Sale" means a sale of Common Stock subject to Section 5.6 of the
1991 Stockholders Agreement.

<PAGE>

In addition to the Donald Agreement, Pathmark and Mr. Donald entered into
a sale and transition agreement dated March 8, 1999. The sale and transition
agreement is intended to provide Mr. Donald with an incentive to remain employed
by Pathmark both before and after the SMG-II Merger (or any similar Sale of the
Company (as defined below)). Pursuant to the sale and transition agreement, Mr.
Donald may elect to exchange his Equity Strip and Stock Options (as such terms
are defined in the Donald Agreement) for the potential to earn a sale bonus and
a supplemental sale bonus in connection with a Sale of the Company. If a Sale of
the Company is successfully consummated while Mr. Donald continues to be
employed by Pathmark, Mr. Donald will become entitled to receive $2.0 million in
a lump sum cash amount from Pathmark, less withholding taxes. After the Sale of
the Company is successfully consummated, Mr. Donald will become eligible to
receive a supplemental sale bonus on the second anniversary of the sale if he
continues to be employed by Pathmark or the purchaser on such date. If the
SMG-II Merger or the Alternative Stock Purchase is consummated, the supplemental
sale bonus would be $7.2 million, less withholding taxes. Mr. Donald will also
become entitled to receive the supplemental sale bonus if his employment with
Pathmark is terminated for reason other than misconduct on the part of Mr.
Donald during the two year period following the Sale of the Company, if the
purchaser declines to continue to employ Mr. Donald after the date of the Sale
of the Company or upon Mr. Donald's death or disability after the date of the
Sale of the Company. Mr. Donald will forfeit the supplemental sale bonus if (i)
he refuses to continue to be employed by Pathmark after the purchaser offers Mr.
Donald reasonable terms of employment, (ii) Mr. Donald resigns from his
employment with Pathmark other than for "good reason" (as such term is defined
in the Donald Agreement) or he is terminated by Pathmark for "cause" (as such
term is defined in the Donald Agreement) or (iii) Mr. Donald becomes deceased or
permanently disabled prior to the date of the Sale of the Company. The sale and
transition agreement must be approved by a vote of 75% of the stockholders of
Pathmark and its parent companies within ninety days after March 9, 1999.

For purposes of the sale and transition agreement, a "Sale of the Company"
will be deemed to have occurred on the date that SMG-II or any subsidiary
thereof consummates any of the transactions described below:

(i) any transaction through which a person that is engaged in any business
that is classified within Section 42, Section 44, or Section 45 of the 1997
edition of the U.S. government publication North American Industry
Classification System (such person, an "Independent Third Party") directly
acquires, in exchange for cash, stock or property, fifty percent or more of the
aggregate equity securities of SMG-II of which the MLCP Investors and the
Equitable Investors (each as defined below) (together, the "Stockholders") are
Beneficial Owners(as defined below) as of the date of the sale and transition
agreement; and

(ii) any transaction through which an Independent Party (A) becomes the
Beneficial Owner of fifty percent or more of the outstanding equity securities
of Pathmark in exchange for cash, stock or property or (B) acquires all or
substantially all of the assets of Pathmark.

"Beneficial Owner" has the meaning given to such term in Rule 13d-3 under
the Securities Exchange Act of 1934, as amended: "MLCP Investors" means Merrill
Lynch Capital Appreciation Partnership No. IX, L.P., ML Offshore LBO Partnership
No. IX, ML Employees LBO Partnership No. I., L.P., ML IBK Positions, Inc.,
Merchant Banking L.P. No. I, Merrill Lynch KECALP L.P. 1987, Merrill Lynch
Capital Appreciation Partnership No. B-X, L.P., ML Offshore LBO Partnership No.
B-X, L.P., MLCP Associates, L.P. No. II, Merchant Banking L.P. No. IV, Merrill
Lynch KECALP L.P. 1989 and Merrill Lynch KECALP L.P. 1991: "Equitable Investors"
means Equitable Life Assurance Society of the United States and Equitable Deal
Flow Fund, L.P.; and "Independent Third Party" means any entity other any of the
Stockholders or any entity controlled by or under common control with any of the
Stockholders.

<PAGE>

Other Executive Employment Agreements

As of February 1, 1999, Pathmark entered into employment agreements with
each of Ms. Scott and Messrs. Sheehan, Gutman and Joyce. Each agreement has a
two-year term which renews automatically for an additional one-year term unless
proper notice is provided by either party to the others of such party's desire
to terminate the agreement. Each agreement provides for a certain minimum level
of compensation ($225,000 per annum base salary for Ms. Scott and Mr. Sheehan;
$231,749 per annum base salary for Mr. Joyce; and $213,665 per annum base salary
for Mr. Gutman) and benefits and a sale bonus, subject to each executive's
continuing employment with Pathmark on the date of the SMG-II Merger or any
other Sale of the Company (which is defined in the same manner as Sale of the
Company under Mr. Donald's sale and transition agreement). The sale bonus for
each of Ms. Scott and Mr. Sheehan will be equal to the greater of (i) his or her
current base salary multiplied by two and (ii) an amount equal to one percent of
the fair market value of the cash and property received by the equity holders of
both preferred and common stock of SMG-II as a result of the Sale of the
Company. The sale bonus for each of Messrs. Gutman and Joyce will be equal to
twice his maximum annual bonus potential.

Each of the employment agreements also provide that each executive shall
be entitled an annual bonus of up to 75% of his or her annual base salary with
respect to Mr. Sheehan and Ms. Scott, and up to 55% of his annual base salary
with respect to Messrs. Joyce and Gutman, and shall be provided the opportunity
to participate in pension and welfare plans, programs and arrangements that are
generally made available to executives of Pathmark or as may be deemed
appropriate by the Compensation Committee of the Board of Directors of SMG-II.

In the event one of the four above named executives' employment is
terminated by Pathmark without Cause (as defined in the employment agreements),
or by the executive for Good Reason (as defined in the employment agreements)
prior to a Sale of the Company, such executive will be entitled to continue to
receive his base salary and continued coverage under health and insurance plans
(the "Termination Benefits") for the period commencing on the date of such
termination or resignation through the date that the applicable employment
agreement would have expired had it not been automatically renewed but for said
termination or resignation. If, after a Sale of the Company, one of the four
above executives is terminated by Pathmark without Cause, or by the executive
for Good Reason, the executive is entitled to receive the Termination Benefits
for a period of two years from the date of such termination or resignation. The
employment agreements must be approved by a vote of 75% of the stockholders of
Pathmark and its parent companies within 180 days after February 1, 1999.

The employment agreements contain agreements by the executives not to
compete with Pathmark as long as they are receiving payments under an employment
agreement by the executives not to disclose confidential information.

Compensation Committee Interlocks and Insider Participation

Messrs. Burke, Boyle and McLean comprise the compensation committee of the
Board of Directors of SMG-II and are responsible for decisions concerning
compensation of the executive officers of the Company. Messrs. Burke and McLean
are directors of MLCP and have been retained by MLCP as consultants. MLCP is an
indirect wholly-owned subsidiary of ML&Co. See Item 12 "Security Ownership of
Certain Beneficial Ownership and Management."

Compensation of Directors

Each director who is not employed by the Company or one of its
subsidiaries, or employed or retained as a consultant by SPI, MLCP or the
Equitable Investors or its affiliates receives an aggregate annual retainer of
$20,000 per year, plus travel expenses, for service as a director on the Board
of Directors of SMG-II and its subsidiaries, including the Company.

<PAGE>

ITEM 12. Security Ownership of Certain Beneficial Owners and Management.

As of April 15, 1999, all shares of the Company's common stock is held by
SMG-II. All shares of SMG-II Capital Stock are subject to the terms and
provisions of the 1991 Stockholders Agreement. As of April 15, 1999, Management
is unaware of any person who owns beneficially more than 5% of the outstanding
shares of Preferred Stock. As of April 15, 1999, the number of shares of SMG-II
(i) Class A Common Stock, (ii) Class B Common Stock, (iii) Series A Preferred
Stock, (iv) Series B Preferred Stock and (v) Series C Preferred Stock,
beneficially owned by the persons known by management of the Company to be the
beneficial owners of more than 5% of the outstanding shares of any class as
"beneficial ownership" has been defined under Rule 13d-3, as amended, under the
Securities Exchange Act of 1934, are set forth in the following table:

<TABLE>
<CAPTION>
Number % of
Name of Shares Class
---- --------- -----
<S> <C> <C>
SMG-II Class A Common Stock
Merrill Lynch Capital Appreciation Partnership No. IX, L.P.(2)..... 488,704.8 65.3
ML Offshore LBO Partnership No. IX(2).............................. 12,424.7 1.7
Barfield House
St. Julians Avenue
St. Peter Port
Guernsey
Channel Islands
ML Employees LBO Partnership No. I, L.P.(2)........................ 12,148.6 1.6
ML IBK Positions, Inc.(3).......................................... 21,258.9 2.8
Merchant Banking L.P. No. 1(3)..................................... 8,119 1.1
Merrill Lynch KECALP L.P. 1987(3).................................. 7,344 1.0
Chemical Investments, Inc.(4)...................................... 30,000 4.0
270 Park Avenue
New York, NY 10017
James L. Donald.................................................... 19,851 (1) 2.6
200 Milik Street
Carteret, NJ 07008
Management Investors (excluding Mr. Donald) and other employees
(including) former employees of Pathmark)........................ 148,625 (1) 19.9
200 Milik Street
Carteret, NJ 07008
SMG-II Class B Common Stock
The Equitable Life Assurance Society of the United States(5)....... 150,000 46.9
c/o Albion Alliance LLC
1345 Avenue of the Americas, 39th Floor
New York, NY 10005
Equitable Deal Flow Fund, L.P.(5).................................. 150,000 46.9
c/o Albion Alliance LLC
1345 Avenue of the Americas, 39th Floor
New York, NY 10005
Chemical Investments, Inc.(4)...................................... 20,000 6.2
SMG-II Series A Preferred Stock(6)...................................
Merrill Lynch Capital Appreciation Partnership No. B-X, L.P.(2).... 133,043 56.2
ML Offshore LBO Partnership No. B-X(2)............................. 40,950 17.3
MLCP Associates, L.P. No. II(2).................................... 1,740 .7
ML IBK Positions, Inc.(3).......................................... 46,344.5 19.6
Merchant Banking L.P. No. IV(3).................................... 3,779 1.6
Merrill Lynch KECALP L.P. 1989(3).................................. 7,000 3.0
Merrill Lynch KECALP L.P. 1991(3).................................. 3,874.5 1.6
SMG-II Series B Preferred Stock(6)
Chemical Investments, Inc.(4)...................................... 12,500 7.0
The Equitable Life Assurance Society of the United States(5)....... 84,134 46.5
Equitable Deal Flow Fund, L.P.(5).................................. 84,135 46.5
SMG-II Series C Preferred Stock(6).................................... 8,520 25.4
James Donald
Management Investors (excluding Mr. Donald) 25,000 74.6
</TABLE>

<PAGE>

- ---------
(1) Excludes "out of the money" options (a) granted to Mr. Donald for 100,000
shares of SMG-II Class A Common Stock and (b) options granted under the
Plan for 53,889 shares of SMG-II Class A Common Stock held by Management
Investors, other than Mr. Donald.
(2) MLCP and its affiliates are the direct or indirect managing partners of ML
Offshore LBO Partnership No. IX, Merrill Lynch Capital Appreciation
Partnership No. IX, L.P., ML Employees LBO Partnership No. 1, L.P.,
Merrill Lynch Capital Appreciation Partnership No. B-x, L.P., ML Offshore
LBO Partnership No. B-X and MLCP Associates, L.P. No. II. Such entities
and those disclosed in footnote (3) below, are referred to herein as the
ML Investors. The address of such entities is c/o Merrill Lynch Capital
Partners, Inc., in care of Stonington Partners, Inc., 767 Fifth Avenue,
New York, New York 10153. MLCP is an indirect wholly owned subsidiary of
ML&Co. Messrs. Burke, McLean and Mylod are consultants to MLCP. Mr. Bowman
is a director of MLCP.
(3) Merchant Banking L.P. No. 1, Merchant Banking L.P. No. IV, Merrill Lynch
KECALP L.P. 1987, Merrill Lynch KECALP L.P. 1989, Merrill Lynch KECALP
L.P. 1991 and ML IBK Positions, Inc. are indirectly controlled by ML&Co.
The address of such entities is c/o James Caruso, Merrill Lynch & Co.,
Inc., World Financial Center, South Tower, New York, New York, 10080-6123.
(4) Chemical Investments, Inc. is an affiliate of Chase Manhattan Corp.
(5) The Equitable Investors are separate purchasers who are affiliates of each
other.
(6) SMG-II Preferred Stock may be converted into an equivalent number of
shares of common stock of SMG-II in accordance with its terms.

No officer or director claims beneficial ownership of any share of
Preferred Stock, of the Company's Common Stock or of SMG-II stock other than
SMG-II Class A Common Stock and SMG-II Series C Preferred Stock. As of April 15,
1999, the number of shares of SMG-II Class A Common Stock and SMG-II Series C
Preferred Stock beneficially owned by each director, by each of the executive
officers named in the Summary Compensation Table and by all directors and
executive officers as a group is as follows:

<TABLE>
<CAPTION>
SMG-II Class SMG-II
A Common Series C
Stock Number Preferred
Name of Shares % of Class Stock % of Class
---- --------- ---------- ----- ----------
<S> <C> <C> <C> <C>
Matthias Bowman(1)................. -- -- -- --
John W. Boyle(2)................... -- -- -- --
James J. Burke, Jr.(1)............. -- -- -- --
James Donald....................... 19,851 2.6 8,520 25.4
Robert Miller...................... -- -- -- --
Harvey Gutman(2)................... 4,100 * 1,250 3.7
U. Peter C. Gummeson............... -- -- -- --
Robert J. Mylod, Jr................ -- -- -- --
Stephen M. McLean(1)............... -- -- -- --
Jerry G. Rubenstein(2)............. 1,500 * -- --
Robert Joyce(2).................... 4,450 * 1,250 3.7
John Sheehan....................... 7,500 * 2,500 7.5
Eileen Scott(2).................... 7,500 * 2,500 7.5
Directors and executive officers
as a group(1)(2) 41,450 5.5 21,020 62.7
</TABLE>

- -----------
* Less than 1%
(1) Does not include 550,000 shares of SMG-II Class A Common Stock or
236,731.5 shares of SMG-II Series A Preferred Stock owned beneficially by
a group of which MLCP is a part. Messrs. Burke, McLean and Bowman,
directors of MLCP, disclaim beneficial ownership in all such shares.
(2) Excludes presently exercisable "out of the money" options granted under
the Plan to purchase shares of SMG-II Class A Common Stock, as follows:
Mr. Gutman, 2,600; Mr. Joyce, 2,420; Ms. Scott, 150; Mr. Rubenstein,
1,000; and Mr. Boyle, 3,000 and all directors and executive officers as a
group, 12,250.

<PAGE>

ITEM 13. Certain Relationships and Related Transactions

The holders of SMG-II Preferred Stock are a party with the holders of
SMG-II Common Stock to the 1991 Stockholders Agreement, which, among other
things, restricts the transferability of SMG-II capital stock and relates to the
corporate governance of SMG-II and Holdings. Among other provisions, the 1991
Stockholders Agreement requires a vote of at least 80% of the members of the
Board of Directors to cause the Company to conduct any business other than that
engaged in by the Company in February of 1991 and the approval of stockholders
representing 662/3% of the number of shares of SMG-II voting capital stock
voting together as a single class for SMG-II to enter into any Significant
Transaction (as defined), including certain mergers, sales of assets,
acquisitions, sales or redemptions of stock, the amendment of the certificate of
incorporation or by-laws or the liquidation of SMG-II. The 1991 Stockholders
Agreement also provides that SMG-II must obtain the prior written consent of the
Equitable Investors with respect to certain of these transactions and that the
Equitable Investors have certain preemptive rights with respect to the sale of
capital stock of Holdings or the Company.

The 1991 Stockholders Agreement also contains an agreement of the
stockholders of SMG-II with respect to the composition of SMG-II's and the
Company's Board of Directors. Under this agreement, the Merrill Lynch Investors
will be entitled to designate up to seven directors, the Management Investors
will be entitled to designate up to three directors and the Equitable Investors
will be entitled to designate one director to both of SMG-II's and the Company's
Board of Directors. Such agreement furthermore entitles the ML Investors to
designate a majority of the Company's Board of Directors at all times. By having
the ability to designate a majority of the Company's Board of Directors, the ML
Investors have the ability to control the Company. The ML Investors are
controlled by ML&Co.

In addition to the foregoing, the 1991 Stockholders Agreement contains
terms restricting the transfer of SMG-II Common Stock and SMG-II Preferred Stock
(collectively, the "SMG-II Stock") by the stockholders of SMG-II, and providing
to the stockholders of SMG-II rights of first offer with respect to resales of
SMG-II Stock, rights of first refusal with respect to certain issuances of
shares of SMG-II Stock, certain rights to demand or participate in registrations
of shares of SMG-II Stock under the Securities Act and certain "tag-along"
rights.

In October 1996, pursuant to the Donald Agreement, James L. Donald,
Chairman, President and Chief Executive Officer, was provided by Pathmark with a
four-year loan of $4.5 million. The foregoing indebtedness to Pathmark is
evidenced by 16 full recourse promissory notes for $281,250 each bearing
interest at the short-term or intermediate-term federal rate in effect as of the
date of each note (effective rate of 6%) and secured by the Equity Strip and the
Option. Under the Donald Agreement, one promissory note will be forgiven at the
end of each quarter of a year during which Mr. Donald remains employed by
Pathmark. In the event that Mr. Donald resigns his employment without Good
Reason or is terminated for Cause or in the event of his death, the outstanding
portion of the loan will become immediately due and payable. As of April 1,
1999, Mr. Donald remained indebted to the Company in the amount of $1,968,750.

In March 1990, Jerry G. Rubenstein, a Director, borrowed from the Company
$100,000 in order to help finance the Company's Class A Common Stock.
Subsequently, such shares of the Company's Class A Common Stock were exchanged
for shares of SMG-II Class A Common Stock. The foregoing indebtedness to the
Company is evidenced by a full recourse promissory note (the "Recourse Note").
The Recourse Note is for a term of ten years and bears interest at the rate of
8.02% per annum, payable annually. Except as otherwise provided in the Recourse
Note, no principal on such recourse loan shall be due and payable until the
tenth anniversary of the date of issue of such Recourse Note. Under the terms of
the agreement pursuant to which the shares of the Company's Class A Common Stock
were exchanged for shares of SMG-II Class A Common Stock, the Company is
obligated to pay to each Management Investor who pays interest on his Recourse
Note (except under certain circumstances) an amount equal to such interest, plus
an amount sufficient to pay any income taxes resulting from the above prescribed
payment after taking into account the value of any deduction available to him as
a result of the payment of such interest or taxes. As of April 1, 1999, Mr.
Rubenstein remained indebted to the Company in the amount of $100,000.

During Fiscal 1998, Pathmark and SMG-II retained ML&Co. to act as its
financial advisor in connection with any proposed business combination involving
SMG-II and its subsidiaries. Pursuant to the terms of ML&Co.'s engagement,
SMG-II and Pathmark have agreed to pay ML&Co. for its services a fee in an
amount equal to 0.6% of the aggregate purchase price paid in such business
combination, payable in cash upon the consummation of such business combination
and it reimburses ML&Co. for reasonable out-of-pocket expenses.

<PAGE>

PART IV

ITEM 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.

(a) Documents filed as part of this Report.

1. Financial Statement Schedules: None required

2. Exhibits:

Incorporated herein by reference is a list of the Exhibits
contained in the Exhibit Index on Pages 63 through 65 of this
Report.

(b) Reports on Form 8-K.

None

See item 14(a) above.

<PAGE>

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

Dated: April 29, 1999 SUPERMARKETS GENERAL HOLDINGS CORPORATION

By /s/ Frank Vitrano
----------------------------------------
(Frank Vitrano)
Senior Vice President and
Chief Financial Officer

By /s/ Joseph Adelhardt
----------------------------------------
(Joseph Adelhardt)
Senior Vice President and Controller,
Chief Accounting Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ JAMES DONALD Director, Chairman, President and Chief April 29, 1999
---------------- Executive Officer
(James Donald) (Principal Executive Officer)

/s/ FRANK VITRANO Senior Vice President and Chief April 29, 1999
----------------- Financial Officer
(Frank Vitrano) (Principal Financial Officer)

/s/ JOSEPH ADELHARDT Senior Vice President and Controller April 29, 1999
-------------------- (Principal Accounting Officer)
(Joseph Adelhardt)

MATTHIAS BOWMAN Director* April 29, 1999
-----------------
(Matthias Bowman)

JOHN W. BOYLE Director* April 29, 1999
-------------
(John W. Boyle)

JAMES J. BURKE, JR. Director* April 29, 1999
-------------------
(James J. Burke, Jr.)

STEPHEN M. McLEAN Director* April 29, 1999
-----------------
(Stephen M. McLean)

ROBERT G. MILLER Director* April 29, 1999
----------------
(Robert G. Miller)

ROBERT MYLOD, JR. Director* April 29, 1999
-------------------
(Robert Mylod, Jr.)

U. PETER C. GUMMESON Director* April 29, 1999
--------------------
(U. Peter C. Gummeson)

JERRY G. RUBENSTEIN Director* April 29, 1999
-------------------
(Jerry G. Rubenstein)

JAMES B. UPCHURCH Director* April 29, 1999
-----------------
(James B. Upchurch)

STEVEN L. VOLLA Director* April 29, 1999
---------------
(Steven L. Volla)
</TABLE>

*By: /s/ MARC A. STRASSLER
---------------------
Marc A. Strassler
Attorney-in-Fact

<PAGE>

EXHIBIT INDEX

Exhibit Page
No. Exhibit No.
- -------- ------- ---
2.1 --Agreement and Plan of Merger dated as of April 22, 1987
by and among Old Supermarkets, SMG Acquisition Corporation
and Holdings, as amended and restated (incorporated by
reference from Exhibit 2 to the Registration Statement on
Form S-1 of Holdings, File No. 33-16963) .....................

2.2 --Agreement and Plan of Merger dated March 9, 1999 among
Ahold, Purchaser and SMG-II (filed as an exhibit to the
Purchaser's Tender Offer Statement on Schedule 14D-1 dated
March 15, 1999 (the "Tender Offer") and incorporated
herein by reference. .........................................

2.3 --Stock Purchase Agreement dated March 9, 1999 among
Ahold, Purchaser, SMG-II and PTK (filed as an exhibit to
the Tender Offer, and incorporated herein by reference. ......

2.4 --Stockholders Agreement dated March 9, 1999 among Ahold,
Purchaser and Stockholders listed on Exhibit I thereto
(filed as an exhibit to the Tender Offer, and incorporated
herein by reference). ........................................

3.1 --Restated Certificate of Incorporation of the Registrant,
as amended (incorporated by reference from Exhibit 3.4 to
the Registration Statement on Form S-1 of Pathmark, File
No. 33-59612, the "October 1993 Registration Statement") .....

3.2 --Certificate of Designation of the $3.52 Cumulative
Exchangeable Redeemable Preferred Stock of Registrant
(incorporated by reference to the October 1993
Registration Statement) ......................................

3.3 --By-Laws of the Registrant (incorporated by reference
from Exhibit 3.3 to the October 1993 Registration
Statement) ...................................................

4.1 --Indenture between Pathmark and United States Trust
Company of New York, Trustee, relating to the Senior
Subordinated Notes due 2003 of Pathmark (incorporated by
reference from the Annual Report on Form 10-K of Pathmark
for the year ended January 2, 1994 (the "1993 10-K") .........

4.1A --Senior Subordinated Note due 2003 of Pathmark (contained
in the Indenture filed as Exhibit 4.1) (incorporated by
reference from the 1993 10-K) ................................

4.2 --Indenture between Pathmark and NationsBank of Georgia,
National Association, Trustee, relating to the Junior
Subordinated Deferred Coupon Notes due 2003 of Pathmark
(incorporated by reference from the 1994 contained in the
Indenture filed as Exhibit 4.2) (incorporated by reference
from the 1993 10-K) ..........................................

4.2B --Indenture between Pathmark and Wilmington Trust Company,
Trustee, relating to the 115/8% Subordinated Notes due
2002 of Pathmark (incorporated by reference from the 1993
10-K) ........................................................

4.3 --Indenture between Pathmark and Wilmington Trust Company,
Trustee, relating to the 125/8% Subordinated Debentures
due 2002 of Pathmark (incorporated by reference from the
1993 10-K) ...................................................

4.4A --Credit Agreement dated as of June 30, 1997 ("the Credit
Agreement") among Pathmark, the Lenders listed therein,
and Chase Manhattan Bank as Agent (incorporated by
reference from Pathmark's Form 10-Q for the period ended
August 2, 1997) ..............................................

4.4B --Amendment No. 1 to the Credit Agreement dated as of
November 27, 1998 (incorporated by reference from the
Annual Report on Form 10-K of Pathmark for the year ended
January 30, 1999 .............................................

10.1 --First Amended as Restated Supply Agreement among
Pathmark, Plainbridge and C&S (incorporated by reference
from the Annual Report on Form 10-K of Pathmark for the
year ended January 31, 1998) .................................

<PAGE>

Exhibit Page
No. Exhibit No.
- -------- ------- ---
10.2 --Tax Sharing Agreement between Pathmark and SMG-II
(incorporated by reference from the 1993 10-K) ...............

10.3 --Tax Indemnity Agreement between Pathmark and Plainbridge
(incorporated by reference from the 1993 10-K) ...............

10.4 --Supermarkets General Corporation Pension Plan (as
Amended and Restated effective January 1, 1979) as amended
through May 29, 1987 (incorporated by reference from
Exhibit 10.21 to the Registration Statement on Form S-1 of
Holdings, File No. 33-16963) .................................

10.5 --Supermarkets General Corporation Savings Plan (as
Amended and Registration Statement on Form S-1 of
Holdings, File No. 33-16963) .................................

10.6 --Supermarkets General Corporation Management Incentive
Plan effective June 17, 1971 (incorporated by reference
from Exhibit 10.23 to the Registration Statement on Form
S-1 of Holdings, File No. 33-16963 ...........................

10.7A --Supplemental Retirement Agreement dated June 1, 1994
between Pathmark and Harvey Gutman (incorporated by
reference from the Annual Report on Form 10-K of Pathmark
for the year ended January 28, 1995 (the "1994 10-K") ........

10.7B --Supplemental Retirement Agreement dated June 1, 1994
between Pathmark and Robert Joyce (incorporated by
reference from the 1994 10-K) ................................

10.8 --Excess Benefit Plan of Supermarkets General Corporation,
effective as of March 9, 1987 (incorporated by reference
from Exhibit 10.12 to the October 1993 Registration
Statement) ...................................................

10.9 --Recourse Secured Promissory Note, dated October 5, 1987,
given to Holdings from each Management Investor listed
therein (incorporated by reference from Exhibit 10.43 to
Post-Effective Amendment No. 1 to the Registration
Statement on Form S-1 of Holdings, File No. 33-16963) ........

10.11 --Stock Pledge Agreement dated October 5, 1987, between
Holdings and each Management Investor listed therein
(incorporated by reference from Exhibit 10.44 to
Post-Effective Amendment No. 1 to the Registration
Statement on Form S-1 of Holdings, File No. 33-16963) ........

10.12 --SMG-II Holdings Corporation Management Investors Stock
Option Plan, as amended and restated May 17, 1991 (the
"Option Plan") (incorporated by reference from Exhibit
10.15 to the October 1993 Registration Statement) ............

10.13 --Form of Stock Option Agreement under the Option Plan
(incorporated by reference from Exhibit 10.16 to the
October 1993 Registration Statement) .........................

10.14 --SMG-II Holdings Corporation Employees 1987 Stock Option
Plan, as amended and restated May 17, 1991 (incorporated
by reference from Exhibit 10.17 to the October 1993
Registration Statement) ......................................

10.15 --Management Investors Exchange Agreement dated as of
February 4, 1991 among SMG-II Holdings Corporation,
Holdings and each of the Management Investors party
thereto (incorporated by reference from Exhibit 10.53 to
the Registration Statement on Form S-1 of Holdings, No.
33-16963) ....................................................

10.16A --SMG-II Holdings Corporation 1997 Restricted Stock Plan
(incorporated by reference from the Annual Report on Form
10-K of Pathmark for the year ended January 30, 1999) ........

10.16B --Form of Restricted Stock Agreement under the Restricted
Stock Plan (incorporated by reference from the Annual
Report on Form 10-K of Pathmark for the year ended January
30, 1999) ....................................................
<PAGE>

Exhibit Page
No. Exhibit No.
- -------- ------- ---
10.17 --Employment Agreement dated as of October 8, 1996 among
Pathmark, SMG-II and James Donald (incorporated by
reference from Pathmark's Annual Report on Form 10-K for
the year ended February 1, 1997) .............................

10.18 --Sale and Transition Agreement between Pathmark and James
J. Donald dated March 8, 1999 (filed as an exhibit to
Holdings Solicitation/Recommendation Statement on Schedule
14D-9 dated March 15, 1999 (the "Holdings 14D-9"), and
incorporated herein by reference) ............................

10.19 --Employment Agreement between Pathmark and Eileen Scott
dated February 1, 1999 (filed as an Exhibit to the
Holdings 14D-9, and incorporated herein by reference) ........

10.20 --Employment Agreement between Pathmark and John Sheehan
dated February 1, 1999 (filed as an Exhibit to the
Holdings 14D-9, and incorporated herein by reference) ........

10.21 --Employment Agreement between Pathmark and Marc A.
Strassler dated February 1, 1999 (filed as an Exhibit to
the Holdings 14D-9, and incorporated herein by reference) ....

10.22 --Employment Agreement between Pathmark and Frank Vitrano
dated February 1, 1999 (filed as an Exhibit to the
Holdings 14D-9, and incorporated herein by reference) ........

10.23 --Employment Agreement between Pathmark and Joseph
Adelhardt dated February 1, 1999 (filed as an Exhibit to
the Holdings 14D-9, and incorporated herein by reference) ....

10.24 --Employment Agreement between Pathmark and Harvey Gutman
dated February 1, 1999 (filed as an Exhibit to the
Holdings 14D-9, and incorporated herein by reference) ........

10.25 --Employment Agreement between Pathmark and Robert Joyce
dated February 1, 1999 (filed as an Exhibit to the
Holdings 14D-9, and incorporated herein by reference) ........

10.26 --Employment Agreement between Pathmark and Myron D.
Waxberg dated February 1, 1999 (filed as an Exhibit to the
Holdings 14D-9, and incorporated herein by reference) ........

12.1* --Statements Regarding Computation of Ratio of Earnings to
Fixed Charges ................................................

22.1* --List of Subsidiaries of the Registrant .......................

- ----------
* Filed herewith.

EXHIBIT 12.1

SUPERMARKETS GENERAL HOLDINGS CORPORATION
STATEMENTS REGARDING COMPUTATION OF RATIO
OF EARNINGS TO FIXED CHARGES
(in thousands)

<TABLE>
<CAPTION>
Fiscal Years
----------------------------------------------------------------
1998 1997 1996 1995 1994
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Earnings (loss) from continuing
operations before taxes . $ (28,073) $ (47,295) $ (36,870) $ 48,944 $ 16,121
--------- --------- --------- --------- ---------
Fixed charges:
Interest expense 161,325 166,780 164,118 170,969 170,848
Interest portion of rental
expense(1) 12,501 12,131 10,973 10,596 12,307
--------- --------- --------- --------- ---------
Total fixed charges 173,826 178,911 175,091 181,565 183,155
--------- --------- --------- --------- ---------
Adjusted earnings before
fixed charges $ 145,753 $ 131,616 $ 138,221 $ 230,509 $ 199,276
========= ========= ========= ========= =========
Ratio of earnings to fixed
charges(2) -- -- -- 1.27x 1.09x
========= ========= ========= ========= =========
Deficiency in earnings
available to cover fixed
charges $ 28,073 $ 47,295 $ 36,870 $ -- $ --
========= ========= ========= ========= =========
</TABLE>

- ----------
(1) Represents the portion of rentals deemed representative of the interest
included therein.

(2) For Fiscal 1995, the inclusion of preferred stock dividend requirements
results in a ratio of earnings to fixed charges and preferred stocks
dividends of 1.10x. For Fiscal 1994, the inclusion of preferred stock
dividend requirements results in a deficiency in earnings available to
cover fixed charges and preferred stock dividends of approximately $7.0
million.

EXHIBIT 22.1

SUPERMARKETS GENERAL HOLDINGS CORPORATION

List of Subsidiaries

Name State of Incorporation
---- ----------------------

AAL Realty Corp......................... New York
Bridge Stuart, Inc...................... New York
Bucks Stuart, Inc....................... Pennsylvania
Chefmark, Inc........................... Delaware
Eatontown Stuart, Inc................... New Jersey
GAW Properties Corp..................... New Jersey
Jersey Stuart, Inc...................... New Jersey
Madison Stuart Corporation.............. New Jersey
Pathmark Risk Management Corporation.... New Jersey
Pathmark Stores, Inc.................... Delaware
Pauls Trucking Corp..................... New Jersey
Pennsylvania Stuart, Inc................ Pennsylvania
Plainbridge, Inc........................ Delaware
PTK Holdings, Inc....................... Delaware
Upper Darby Stuart, LLC................. Delaware
Lancaster Pike Stuart, LLC.............. Delaware
East Brunswick Stuart, LLC.............. Delaware
Glenolden Stuart, LLC................... Delaware

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
Supermarkets General Holdings Corporation's Consolidated Statement of Operations
for the 52 weeks ended January 30, 1999 and Consolidated Balance Sheet as of
January 30, 1999 and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> Year
<FISCAL-YEAR-END> Jan-30-1999
<PERIOD-END> Jan-30-1999
<CASH> 7,726
<SECURITIES> 0
<RECEIVABLES> 15,035
<ALLOWANCES> (1,243)
<INVENTORY> 143,212
<CURRENT-ASSETS> 252,073
<PP&E> 847,810
<DEPRECIATION> (376,227)
<TOTAL-ASSETS> 828,052
<CURRENT-LIABILITIES> 296,568
<BONDS> 1,258,539
109,069
0
<COMMON> 10
<OTHER-SE> (1,382,231)
<TOTAL-LIABILITY-AND-EQUITY> 828,052
<SALES> 3,655,211
<TOTAL-REVENUES> 3,655,211
<CGS> 2,611,984
<TOTAL-COSTS> 2,611,984
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 78
<INTEREST-EXPENSE> (161,325)
<INCOME-PRETAX> (28,073)
<INCOME-TAX> (1,651)
<INCOME-CONTINUING> (29,724)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (29,724)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0

</TABLE>