PERFORMANCE FOOD GROUP CO, 424B5, 2000-12-08

PERFORMANCE FOOD GROUP CO
424B5, 2000-12-08
GROCERIES, GENERAL LINE

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<PAGE> 1
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-48462

PROSPECTUS SUPPLEMENT
--------------------------------------------
(TO PROSPECTUS DATED OCTOBER 30, 2000)

2,800,000 SHARES

[PERFORMANCE FOOD GROUP LOGO]
PERFORMANCE FOOD GROUP COMPANY
COMMON STOCK

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

Performance Food Group Company is offering all of the shares.

The shares are quoted on the Nasdaq Stock Market's National Market under
the symbol "PFGC." On December 7, 2000, the last sale price of the shares as
reported on the Nasdaq Stock Market's National Market was $42 13/16 per share.

We will use the net proceeds from this offering to finance a portion of
the cost of acquiring Redi-Cut Foods, Inc. and related companies. The closing of
this offering is conditioned upon the contemporaneous closing of that
acquisition.

INVESTING IN THE COMMON STOCK INVOLVES RISKS THAT ARE DESCRIBED IN THE
"RISK FACTORS" SECTION BEGINNING ON PAGE S-14 OF THIS PROSPECTUS SUPPLEMENT.

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

<TABLE>
<CAPTION>
PER SHARE TOTAL
--------- -----
<S> <C> <C>
Public offering price....................................... $41.00 $114,800,000
Underwriting discount....................................... $2.15 $6,020,000
Proceeds, before expenses, to Performance Food Group........ $38.85 $108,780,000
</TABLE>

The underwriters may also purchase up to an additional 420,000 shares
from Performance Food Group at the public offering price, less the underwriting
discount, within 30 days from the date of this prospectus supplement to cover
over-allotments.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus supplement or the accompanying prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.

The shares will be ready for delivery on or about December 13, 2000.

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

MERRILL LYNCH & CO. FIRST UNION SECURITIES, INC.

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

The date of this prospectus supplement is December 7, 2000.
<PAGE> 2
Omitted Graphic and Image Material

The following graphic and image material is omitted from the form of prospectus
supplement filed electronically:

Inside Front Cover:

[On the middle of the page from the top of the page to the middle are the
following: Logo for Performance Food Group Company, map of the United States and
legends showing PFG's distribution and processing facilities classified by PFG's
customized, broadline and fresh-cut operating segments, and also showing the
facilities of Redi-Cut. The map also shows the geographic reach of PFG's
operations by customized, broadline only, fresh-cut and Redi-Cut only and fresh
cut and broadline.]

[On the left hand side of the page from the middle to the middle of the page at
the bottom are the following: pictures of a PFG employee unloading PFG
proprietary brand products from a PFG truck and a picture of a PFG employee
using a radio frequency scanning device in one of PFG's distribution facilities
next to the caption "Performance Food Group is the nation's fifth largest
broadline foodservice distributor. We market and distribute over 25,000 national
and proprietary brand food and non-food items to approximately 27,000 customers
in the foodservice or "food-away-from-home" industry."

The following graphic and image material is omitted from the form of prospectus
supplement filed electronically:

Inside Back Cover:

[On the middle of the page from the top of the page to the middle is the
following: "Proprietary Brands & Fresh Cut Products," and the following eight
logos: "Pocahontas," "Raffinatto," "Gourmet Table," "AFFLAB," "Healthy USA,"
"Colonial Tradition," "Premium Recipe" and "Brilliance" above the caption
"Performance Food Group's fresh-cut segment purchases, processes, packages and
distributes over 150 fresh produce offerings under the Fresh Advantage label."]

[On the left hand of the page from the middle of the page to the bottom are four
pictures showing fresh cut produce including PFG's sliced tomato product, green
peppers and onions.]

<PAGE> 3

TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Supplement Summary............................... S-4
Risk Factors................................................ S-14
Cautionary Note Regarding Forward-Looking Statements and
Market Data............................................... S-19
Use of Proceeds............................................. S-20
Price Range of Common Stock and Dividend Policy............. S-20
Capitalization.............................................. S-21
Unaudited Pro Forma Condensed Consolidated Financial
Statements................................................ S-23
Selected Consolidated Financial Data........................ S-29
Management's Discussion and Analysis of Financial Condition
and Results of Operations................................. S-32
Business.................................................... S-41
Management.................................................. S-52
Description of Capital Stock................................ S-55
Shares Eligible for Future Sale............................. S-62
U.S. Tax Consequences to Non-U.S. Holders................... S-64
Underwriting................................................ S-67
Legal Matters............................................... S-70
Experts..................................................... S-70
Index to Financial Statements............................... F-1
</TABLE>

PROSPECTUS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Risk Factors................................................ 2
Special Note Regarding Forward-Looking Statements........... 3
Available Information....................................... 4
Incorporation by Reference.................................. 4
The Company................................................. 5
Use of Proceeds............................................. 5
Ratios of Earnings to Fixed Charges......................... 5
General Description of Securities........................... 6
Description of Debt Securities.............................. 6
Description of Preferred Stock.............................. 13
Description of Common Stock................................. 13
Description of Warrants..................................... 14
Plan of Distribution........................................ 16
Legal Matters............................................... 17
Experts..................................................... 17
</TABLE>

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

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED OR
DEEMED TO BE INCORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT AND THE
ACCOMPANYING PROSPECTUS. WE HAVE NOT, AND THE UNDERWRITERS HAVE NOT, AUTHORIZED
ANY OTHER PERSON TO PROVIDE YOU WITH DIFFERENT INFORMATION. IF ANYONE PROVIDES
YOU WITH DIFFERENT OR INCONSISTENT INFORMATION, YOU SHOULD NOT RELY ON IT. WE
ARE NOT, AND THE UNDERWRITERS ARE NOT, MAKING AN OFFER TO SELL THESE SECURITIES
IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED. YOU SHOULD ASSUME
THAT THE INFORMATION APPEARING IN THIS PROSPECTUS SUPPLEMENT, THE ACCOMPANYING
PROSPECTUS AND THE DOCUMENTS INCORPORATED OR DEEMED TO BE INCORPORATED BY
REFERENCE IS ACCURATE ONLY AS OF THEIR RESPECTIVE DATES. OUR BUSINESS, FINANCIAL
CONDITION, RESULTS OF OPERATIONS AND PROSPECTS MAY HAVE CHANGED SINCE THOSE
DATES.

NEITHER PERFORMANCE FOOD GROUP NOR ANY OF THE UNDERWRITERS HAS TAKEN OR
WILL TAKE ACTION IN ANY JURISDICTION TO PERMIT A PUBLIC OFFERING OF THE COMMON
STOCK OR THE POSSESSION OR DISTRIBUTION OF THIS PROSPECTUS SUPPLEMENT OR THE
ACCOMPANYING PROSPECTUS, OTHER THAN IN THE UNITED STATES.

S-3
<PAGE> 4

PROSPECTUS SUPPLEMENT SUMMARY

This summary does not contain all of the information that may be
important to you. You should read the entire prospectus supplement and the
accompanying prospectus and the documents incorporated and deemed to be
incorporated by reference in the accompanying prospectus, including the
financial statements and related notes, before making an investment decision.

Unless this prospectus supplement indicates otherwise or the context
otherwise requires, the terms "we," "our," "us" or "Performance Food Group" as
used in this prospectus supplement refer to Performance Food Group Company and
its subsidiaries, and all information in this prospectus supplement assumes that
the underwriters' over-allotment option is not exercised. We use a 52/53 week
fiscal year ending on the Saturday closest to December 31. References in this
prospectus supplement to the years or fiscal years 1995, 1996, 1997, 1998 and
1999 mean our fiscal years ended December 30, 1995, December 28, 1996, December
27, 1997, January 2, 1999 and January 1, 2000, respectively, unless otherwise
expressly stated or the context otherwise requires. We also sometimes refer to
the nine month periods ended October 2, 1999 and September 30, 2000 as the nine
months of 1999 and 2000, respectively.

PERFORMANCE FOOD GROUP

Performance Food Group is the nation's fourth largest broadline
foodservice distributor based on 1999 net sales of $2.1 billion. We market and
distribute over 25,000 national and proprietary brand food and non-food products
to approximately 27,000 customers in the foodservice or "food-away-from-home"
industry. Our extensive product line and distribution system allow us to service
both of the major customer types in the foodservice industry: "street"
foodservice customers, which include independent restaurants, hotels,
cafeterias, schools, healthcare facilities and other institutional customers;
and multi-unit, or "chain," customers, which include regional and national
quick-service and casual-dining restaurants.

We service our customers through three main operating segments:

- Broadline. Our broadline distribution segment markets and distributes
more than 25,000 national and proprietary brand food and non-food
products to a total of approximately 27,000 customers, including street
customers and certain corporate-owned and franchisee locations of
chains such as Burger King, Wendy's, Subway, Church's and Popeye's. In
the broadline distribution segment, we design our product mix,
distribution routes and delivery schedules to accommodate the needs of
a large number of customers whose individual purchases vary in size.
Generally, broadline distribution customers are located no more than
250 miles away from one of our 12 broadline distribution facilities,
which serve customers in the southern, southeastern, eastern and
northeastern United States. Our broadline distribution segment net
sales represented approximately 55.7% of our consolidated net sales in
1999, and grew at a compound annual rate of 30.3% from 1995 through
1999.

- Customized. Our customized distribution segment focuses on serving
casual-dining chain restaurants such as Cracker Barrel Old Country
Store, Outback Steakhouse and TGI Friday's. We believe that these
customers generally prefer a centralized point of contact that
facilitates item and menu changes, tailored distribution routing and
customer service resolution. We generally can service these customers
more efficiently than our broadline distribution customers by
warehousing only those stock keeping units, or SKUs, specific to
customized segment customers and by making larger, more consistent
deliveries. We have five customized distribution facilities currently
serving customers in 49 states and several foreign countries. Our
customized distribution segment net sales represented approximately
40.1% of our consolidated net sales in 1999, and grew at a compound
annual rate of 28.6% from 1995 through 1999.

S-4
<PAGE> 5

of our pending acquisition of Redi-Cut Foods, Inc. as described below
under "Recent Developments." Over the past three years, the operating
profit margin, which we define as operating profit as a percentage of
net sales, of our fresh-cut segment has been higher than those of our
broadline and customized segments. For example, in 1999, our fresh-cut
segment had a 5.8% operating profit margin, compared to operating
profit margins of 2.6% for our broadline distribution segment and 1.1%
for our customized distribution segment. Net sales of our fresh-cut
segment accounted for about 4.2% of our consolidated net sales in 1999,
and grew at a compound annual rate of 20.5% from 1995 through 1999.

We believe that, over the last several years, we have experienced
significantly greater growth rates than the U.S. foodservice industry as a
whole, both through internal growth and through an active acquisition program.
From 1995 through 1999, we grew our net sales from $739.7 million to $2.1
billion, representing a compound annual growth rate of 29.1%. By contrast,
according to data compiled by a foodservice industry publication, the total net
sales of the U.S. foodservice distribution industry were $129 billion in 1995
and $154 billion in 1999, representing a compound annual growth rate of 4.5%.

INDUSTRY OVERVIEW

According to data compiled by a foodservice industry publication, the
U.S. foodservice distribution industry generated total net sales of
approximately $154 billion in 1999, representing an increase of approximately
4.8% over 1998. Within the consumer food industry, we believe that a shift has
occurred from the consumption of "food-at-home" to the purchase of
"food-away-from-home," driven by demographic, economic and lifestyle trends.
According to data compiled by an industry market research firm, from 1972
through 1999, consumer purchases of "food-at-home" in the U.S. grew at a
compound annual rate of approximately 5.7%, while consumer purchases of
"food-away-from-home" in the U.S. grew at a compound annual rate of
approximately 7.5%. Likewise, this data indicates that consumer purchases of
"food-away-from-home" grew from approximately 37.3% of total consumer food
purchases in the U.S. in 1972 to approximately 48.6% in 1999.

We believe that the foodservice distribution industry is highly
fragmented but is consolidating. For example, according to data compiled by a
foodservice industry publication, the total net sales of the ten largest
broadline distributors in 1999 together accounted for approximately 26.7% of the
total net sales for the U.S. foodservice distribution industry as a whole,
compared to just 11.9% in 1985. We anticipate further consolidation as larger
distributors continue to pursue acquisitions in an effort to achieve economies
of scale such as increased buying power, increased efficiency of distribution
networks, increased ability to leverage investments in information technology
and elimination of duplicative overhead expenses.

GROWTH STRATEGIES

Our business strategy is to grow our foodservice business through both
internal growth and acquisitions, and to improve our operating profit margin. We
believe that we have the resources and competitive advantages to continue our
internal growth and that we are well-positioned to take advantage of the
consolidation that is taking place in our industry.

Our key growth strategies are as follows:

- Increase broadline sales to existing accounts and within existing
markets;

- Increase sales to street customers;

- Increase sales of proprietary brands;

- Grow our customized segment with existing and selected new customers;

- Become a nationwide leader in fresh-cut produce;

- Increase operating efficiencies; and

- Actively pursue strategic acquisitions.

S-5
<PAGE> 6

RECENT DEVELOPMENTS

On October 30, 2000, we entered into an agreement to acquire all the
outstanding common stock and membership interests of Redi-Cut Foods, Inc. and
its affiliates, Kansas City Salad, L.L.C. and K.C. Salad Real Estate, L.L.C.,
collectively, "Redi-Cut," for a purchase price of approximately $133.1 million,
plus the assumption of approximately $7.0 million in debt. We will pay
approximately $115.6 million of the purchase price in cash and the remaining
approximately $17.5 million in shares of our common stock. For purposes of
determining the number of shares we will be required to issue in the
acquisition, our common stock will be valued at its average closing price on the
Nasdaq Stock Market's National Market for the ten trading days ending five days
before the closing date of the acquisition. We refer to the average closing
price of our common stock over this period of ten trading days as the "average
market price" of our common stock. Additionally, the purchase price is subject
to a post-closing adjustment, which is payable in cash, based upon a review of
Redi-Cut's working capital as of the closing date. Accordingly, the amount of
cash that we pay to acquire Redi-Cut may be more or less than $115.6 million.

Based near Chicago, Redi-Cut is one of the leading regional processors of
fresh-cut produce used by quick-service restaurants and other sectors of the
"food-away-from-home" industry. With a history of product innovation, quality
and service, we believe that Redi-Cut has established a reputation as a leading
processor of fresh-cut produce and has built a leading market presence in the
Midwest, where it sells its products mainly to third-party distributors for
resale primarily to quick-service restaurants such as McDonald's, KFC, Taco
Bell, Pizza Hut and Burger King. Redi-Cut operates two processing facilities,
including a recently completed 53,000 square foot facility in Kansas City,
Missouri. We believe that, by adding Redi-Cut to our existing fresh-cut produce
operations, we are continuing to implement our strategy of becoming a leading
national processor of fresh-cut produce.

The acquisition agreement contains customary conditions to closing. We
cannot assure you that these conditions to closing will be satisfied, that the
acquisition will close or that the terms of the acquisition will not be modified
from those described in this prospectus supplement.

The summary of selected provisions of the acquisition agreement appearing
above is not complete and is qualified in its entirety by the acquisition
agreement, which is incorporated by reference as an exhibit to one of the
documents incorporated by reference into the registration statement of which the
accompanying prospectus is a part. We urge you to read the acquisition agreement
for a more complete description of the acquisition.

S-6
<PAGE> 7

THE OFFERING

Common stock offered by Performance
Food Group.......................... 2,800,000 shares

Common stock outstanding after the
offering............................ 17,317,407 shares

Use of proceeds..................... We estimate that the net proceeds from
this offering will be approximately
$108.2 million, or approximately $124.5
million if the underwriters'
over-allotment option is exercised in
full. We intend to use the net
proceeds, together with, if necessary,
borrowings under a bank credit
facility, to finance the cash portion
of the purchase price for Redi-Cut. The
closing of this offering is conditioned
on the contemporaneous closing of that
acquisition. We intend to use any
remaining net proceeds for general
corporate purposes, which may include
the repayment of indebtedness.

Risk factors........................ See "Risk Factors" and the other
information included and incorporated
or deemed to be incorporated by
reference in this prospectus supplement
and the accompanying prospectus for a
discussion of factors you should
carefully consider before deciding to
invest in shares of the common stock.

Nasdaq Stock Market's National
Market symbol....................... PFGC

The number of shares outstanding after the offering is based upon our
shares outstanding as of November 20, 2000, includes an estimated 407,450 shares
of common stock that we anticipate issuing in the Redi-Cut acquisition, assuming
an average market price of our common stock of $42.95 per share, and excludes a
total of 1,976,960 shares reserved for issuance under our stock purchase plan
and stock option plans at that date. Options to purchase 1,553,431 shares of
common stock at a weighted average exercise price of $19.02 per share were
outstanding under our stock option plans as of November 20, 2000. We anticipate
that, in connection with our acquisition of Redi-Cut, we will also issue options
to purchase approximately 50,000 shares of our common stock at an exercise price
equal to the fair market value of our common stock on the closing date of the
acquisition to employees of Redi-Cut. The number of shares to be outstanding
after the offering assumes that the underwriters' over-allotment is not
exercised. If the over-allotment option is exercised in full, we will issue and
sell an additional 420,000 shares.

S-7
<PAGE> 8

SUMMARY CONSOLIDATED FINANCIAL DATA

Set forth below is summary consolidated financial data of Performance
Food Group for the periods indicated. The summary consolidated financial data of
Performance Food Group as of and for years 1995, 1996, 1997, 1998 and 1999 are
derived from the audited consolidated financial statements of Performance Food
Group, which were audited by KPMG LLP. The consolidated financial statements as
of year-end 1998 and 1999 and for 1997, 1998 and 1999, and the report of KPMG
LLP on those financial statements, are included elsewhere in this prospectus
supplement. The summary consolidated financial data as of and for the nine month
periods ended October 2, 1999 and September 30, 2000 are derived from unaudited
condensed consolidated financial statements. The unaudited condensed
consolidated financial statements include all adjustments, consisting only of
normal recurring items, which our management considers necessary for a fair
presentation of our financial position and results of operations for these
periods. The results of operations and financial condition as of and for the
nine months ended September 30, 2000 do not purport to be indicative of the
results of operations or financial condition to be expected as of or for the
fiscal year ending December 30, 2000. The unaudited condensed consolidated
financial statements as of September 30, 2000 and for the nine month periods
ended October 2, 1999 and September 30, 2000 are included elsewhere in this
prospectus supplement. The following data should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and our consolidated financial statements, including the notes
thereto, included elsewhere in this prospectus supplement.

In February 1999, one of our subsidiaries merged with NorthCenter
Foodservice Corporation. The merger was accounted for as a pooling-of-interests
and resulted in the issuance of approximately 850,000 shares of our common stock
in exchange for all of the outstanding stock of NorthCenter. Our consolidated
financial statements for periods prior to the merger have been restated to
include the accounts and results of operations of NorthCenter.

All of the fiscal years shown below had 52 weeks, except that 1998 had 53
weeks. As a result, some of the variations reflected in the following data may
be attributed to the different lengths of the fiscal years. The nine month
periods ended October 2, 1999 and September 30, 2000 each had 39 weeks.

S-8
<PAGE> 9

<TABLE>
<CAPTION>
NINE MONTHS
-----------------------
1995 1996 1997 1998 1999 1999 2000
-------- -------- ---------- ---------- ---------- ---------- ----------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS AND PERCENTAGES)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF EARNINGS DATA:
Net sales................... $739,744 $864,219 $1,331,002 $1,721,316 $2,055,598 $1,502,921 $1,927,480
Cost of goods sold.......... 631,249 740,009 1,159,593 1,491,079 1,773,632 1,297,698 1,669,869
-------- -------- ---------- ---------- ---------- ---------- ----------
Gross profit.............. 108,495 124,210 171,409 230,237 281,966 205,223 257,611
Operating expenses.......... 91,334 103,568 146,344 198,646 242,625 176,758 222,520
-------- -------- ---------- ---------- ---------- ---------- ----------
Operating profit.......... 17,161 20,642 25,065 31,591 39,341 28,465 35,091
Other income (expense):
Interest expense.......... (3,411) (1,346) (2,978) (4,411) (5,388) (3,942) (4,604)
Nonrecurring merger
expenses................ -- -- -- -- (3,812) (3,812) --
Gain on sale of
investment.............. -- -- -- -- 768 768 --
Other, net................ 14 176 111 195 342 198 50
-------- -------- ---------- ---------- ---------- ---------- ----------
Other expense, net...... (3,397) (1,170) (2,867) (4,216) (8,090) (6,788) (4,554)
-------- -------- ---------- ---------- ---------- ---------- ----------
Earnings before income
taxes..................... 13,764 19,472 22,198 27,375 31,251 21,677 30,537
Income tax expense.......... 5,293 7,145 8,298 9,965 12,000 8,360 11,604
-------- -------- ---------- ---------- ---------- ---------- ----------
Net earnings............ $ 8,471 $ 12,327 $ 13,900 $ 17,410 $ 19,251 $ 13,317 $ 18,933
======== ======== ========== ========== ========== ========== ==========
Weighted average common
shares outstanding........ 10,040 12,059 12,810 13,398 13,772 13,659 13,948
Basic net earnings per
common share.............. $ 0.84 $ 1.02 $ 1.09 $ 1.30 $ 1.40 $ 0.97 $ 1.36
Pro forma basic net earnings
per common share(1)(2).... $ 0.83 $ 0.98 $ 1.07 $ 1.26 $ 1.54 $ 1.12 $ 1.36
Weighted average common
shares and dilutive
potential shares
outstanding............... 10,481 12,536 13,341 13,925 14,219 14,125 14,487
Diluted net earnings per
common share.............. $ 0.81 $ 0.98 $ 1.04 $ 1.25 $ 1.35 $ 0.94 $ 1.31
Pro forma diluted net
earnings per common
share(1)(2)............... $ 0.80 $ 0.94 $ 1.02 $ 1.21 $ 1.49 $ 1.08 $ 1.31

OTHER DATA:
EBITDA(3)................... $ 23,034 $ 26,770 $ 33,657 $ 43,092 $ 53,478 $ 38,718 $ 48,044
Capital expenditures(4)..... $ 16,751 $ 9,703 $ 9,054 $ 26,663 $ 26,006 $ 14,357 $ 22,059

BALANCE SHEET DATA (END OF
PERIOD):
Working capital............. $ 35,210 $ 49,397 $ 60,131 $ 63,280 $ 70,879 $ 74,204 $ 87,263
Property, plant and
equipment, net............ $ 57,624 $ 61,884 $ 78,006 $ 93,402 $ 113,930 $ 105,620 $ 125,915
Total assets................ $170,573 $202,807 $ 308,945 $ 387,712 $ 462,045 $ 447,660 $ 529,226
Total debt(5)............... $ 47,984 $ 16,948 $ 55,615 $ 75,102 $ 93,107 $ 95,373 $ 111,131
Shareholders' equity........ $ 59,083 $105,468 $ 137,949 $ 157,085 $ 189,344 $ 183,272 $ 207,028
Debt-to-capital ratio(6).... 44.8% 13.8% 28.7% 32.3% 33.0% 34.2% 34.9%
</TABLE>

(footnotes on following page)
S-9
<PAGE> 10

---------------
(1) Pro forma adjustments to net earnings per common share add back nonrecurring
merger expenses and adjust income taxes as if NorthCenter, which merged with
one of our subsidiaries in February 1999, were taxed as a C-corporation for
income tax purposes rather than as an S-corporation prior to the merger. As
an S-corporation, NorthCenter was not subject to income tax for periods
prior to the merger. NorthCenter became subject to income taxes for all
periods following the merger. This pro forma data does not give effect to
our proposed acquisition of Redi-Cut.

(2) 1999 excludes a nonrecurring gain of $768,000 on the sale of an investment.

(3) EBITDA means operating profit plus depreciation and amortization. EBITDA is
not intended to represent cash flow from operations as defined by accounting
principles generally accepted in the United States, or GAAP, and should not
be considered as an alternative to net earnings as an indicator of operating
performance or as an alternative to cash flow as a measure of liquidity.
EBITDA is presented to provide additional information with respect to our
historical ability to meet our debt service, capital expenditure, rental and
working capital requirements.

(4) Capital expenditures do not include the cost of acquired businesses.

(5) Total debt is the sum of short-term and long-term debt, but does not include
our obligations under our $107 million master operating lease facilities
which we use to finance the construction or purchase of distribution centers
and office buildings. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Liquidity and Capital Resources" and
the notes to our consolidated financial statements included elsewhere in
this prospectus supplement for additional information about these
facilities.

(6) The debt-to-capital ratio has been computed by dividing the amount of our
total debt by the sum of our total debt plus shareholders' equity as of the
end of each period, and expressing the result as a percentage.

S-10
<PAGE> 11

SUMMARY UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL DATA

Set forth below is summary historical condensed consolidated financial
data and summary unaudited pro forma condensed consolidated financial data as of
and for the periods indicated. The summary historical consolidated financial
data of Performance Food Group for 1999 and as of and for the nine months ended
September 30, 2000 are derived from consolidated financial statements of
Performance Food Group included elsewhere herein as described above under
"Summary Consolidated Financial Data." The results of operations and financial
condition as of and for the nine months ended September 30, 2000 do not purport
to be indicative of the results of operations or financial condition to be
expected as of or for the fiscal year ending December 30, 2000.

The summary unaudited pro forma condensed consolidated statement of
earnings and other data give effect to:

- our acquisition of Redi-Cut;

- the sale of 2,800,000 shares of our common stock in this offering and
our receipt of $108.2 million in estimated net proceeds, after
deducting the underwriting discount and estimated offering expenses;

- the application of the estimated net proceeds from this offering,
together with $7.4 million of borrowings under one of our credit
facilities, to pay the cash portion of the purchase price of Redi-Cut;
and

- the issuance of 407,450 shares of our common stock, assuming an average
market price for our common stock of $42.95 per share, to pay the stock
portion of the purchase price of Redi-Cut;

as if all of those transactions had occurred on the first day of the respective
periods presented. The actual number of shares of common stock that we will
issue to pay the stock portion of the purchase price of Redi-Cut will depend
upon the average market price of our common stock during a specified period of
time prior to the closing date of the acquisition and may therefore be more or
less than the number of shares assumed for purposes of the pro forma financial
data. Additionally, the purchase price for Redi-Cut is subject to a post-closing
adjustment, which is payable in cash, based upon a review of Redi-Cut's working
capital as of the closing date. The actual amount of cash that we pay to acquire
Redi-Cut, and the amount of borrowings, if any, that we make to pay a portion of
the purchase price, may be more or less than the amounts reflected in this pro
forma financial data.

The summary unaudited pro forma condensed consolidated statement of
earnings and other data for 1999 and the nine months ended September 30, 2000
combines the consolidated results of operations of Performance Food Group with
the combined results of operations of Redi-Cut for the respective periods. The
summary unaudited pro forma condensed consolidated balance sheet data as of
September 30, 2000 combines the consolidated balance sheet of Performance Food
Group as of that date with the combined balance sheet of Redi-Cut as of that
date and gives effect to the transactions described above as if those
transactions had been completed as of that date. We will account for our
acquisition of Redi-Cut under the purchase method of accounting.

The pro forma financial data appearing below is based upon a number of
assumptions and estimates and is subject to uncertainties, and that data does
not purport to be indicative of the actual results of operations or financial
condition that would have occurred had the transactions described above in fact
occurred on the dates indicated, nor does it purport to be indicative of the
results of operations or financial condition that we may achieve in the future.
The pro forma financial data should be read in conjunction with the pro forma
condensed consolidated financial statements and the related notes appearing
below under "Unaudited Pro Forma Condensed Consolidated Financial Statements,"
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and our historical financial statements and related notes included
elsewhere in this prospectus supplement and the historical financial statements
of Redi-Cut and the related notes incorporated by reference in the accompanying
prospectus.

S-11
<PAGE> 12

<TABLE>
<CAPTION>
1999 NINE MONTHS 2000
--------------------------- ----------------------------
HISTORICAL PRO FORMA HISTORICAL PRO FORMA
------------ ------------ ------------ ------------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS AND PERCENTAGES)
<S> <C> <C> <C> <C>
STATEMENT OF EARNINGS DATA:
Net sales................................... $2,055,598 $2,168,887 $1,927,480 $2,025,216
Cost of goods sold.......................... 1,773,632 1,863,094 1,669,869 1,748,802
---------- ---------- ---------- ----------
Gross profit.............................. 281,966 305,793 257,611 276,414
Operating expenses.......................... 242,625 261,484 222,520 234,528
---------- ---------- ---------- ----------
Operating profit.......................... 39,341 44,309 35,091 41,886
Other income (expense):
Interest expense.......................... (5,388) (5,957) (4,604) (5,149)
Nonrecurring merger expenses.............. (3,812) (3,812) -- --
Gain on sale of investment................ 768 768 -- --
Other, net................................ 342 457 50 125
---------- ---------- ---------- ----------
Other expense, net..................... (8,090) (8,544) (4,554) (5,024)
---------- ---------- ---------- ----------
Earnings before income taxes................ 31,251 35,765 30,537 36,862
Income tax expense.......................... 12,000 13,734 11,604 14,008
---------- ---------- ---------- ----------
Net earnings........................... $ 19,251 $ 22,031 $ 18,933 $ 22,854
========== ========== ========== ==========
Weighted average common shares
outstanding............................... 13,772 16,979 13,948 17,155
Basic net earnings per common share......... $ 1.40 $ 1.30 $ 1.36 $ 1.33
Pro forma basic net earnings per common
share(1)(2)............................... $ 1.54 $ 1.41 $ 1.36 $ 1.33
Weighted average common shares and dilutive
potential shares outstanding.............. 14,219 17,426 14,487 17,694
Diluted net earnings per common share....... $ 1.35 $ 1.26 $ 1.31 $ 1.29
Pro forma diluted net earnings per common
share(1)(2)............................... $ 1.49 $ 1.38 $ 1.31 $ 1.29
OTHER DATA:
EBITDA(3)................................... $ 53,478 $ 63,361 $ 48,044 $ 58,535
Capital expenditures(4)..................... $ 26,006 $ 28,516 $ 22,059 $ 30,966
BALANCE SHEET DATA (END OF PERIOD):
Working capital............................. $ 87,263 $ 86,040
Property, plant and equipment, net.......... $ 125,915 $ 138,596
Total assets................................ $ 529,226 $ 680,650
Total debt(5)............................... $ 111,131 $ 125,551
Shareholders' equity........................ $ 207,028 $ 332,708
Debt-to-capital ratio(6).................... 34.9% 27.4%
</TABLE>

(2) 1999 excludes a nonrecurring gain of $768,000 on the sale of an investment.

(3) EBITDA means operating profit plus depreciation and amortization. EBITDA is
not intended to represent cash flow from operations as defined by GAAP and
should not be considered as an alternative to net earnings as an indicator
of operating performance or as an alternative to cash flow as a measure of
liquidity. EBITDA is presented to provide additional information with
respect to our historical ability to meet our debt service, capital
expenditure, rental and working capital requirements.

(footnotes continued on following page)
S-12
<PAGE> 13

(4) Capital expenditures do not include the cost of acquired businesses.

S-13
<PAGE> 14

RISK FACTORS

You should carefully consider the risks described below, as well as other
information contained in this prospectus supplement and the accompanying
prospectus and the documents incorporated or deemed to be incorporated by
reference in the accompanying prospectus, before buying securities in this
offering. If any of these events occurs, our business, financial condition or
results of operations could be materially harmed, the trading price of our
common stock could decline and you may lose all or part of your investment.

FOODSERVICE DISTRIBUTION IS A LOW-MARGIN BUSINESS AND IS SENSITIVE TO ECONOMIC
CONDITIONS.

We operate in the foodservice distribution industry, which is
characterized by a high volume of sales with relatively low profit margins. A
significant portion of our sales are at prices that are based on product cost
plus a percentage markup. As a result, our results of operations may be
negatively impacted when the price of food goes down, even though our percentage
markup may remain constant. The foodservice industry is also sensitive to
national and regional economic conditions, and the demand for our foodservice
products has been adversely affected from time to time by economic downturns. In
addition, our operating results are particularly sensitive to, and may be
materially adversely impacted by, difficulties with the collectibility of
accounts receivable, inventory control, price pressures, severe weather
conditions and increases in wages or other labor costs and fuel or other
transportation-related costs. There can be no assurance that one or more of
these factors will not adversely affect our future operating results. We have
experienced losses due to the uncollectibility of accounts receivable in the
past and could experience such losses in the future. In addition, although we
have sought to limit the impact of the recent increases in fuel prices by
imposing fuel surcharges on our customers, we cannot assure you that increases
in fuel prices will not adversely affect our results of operations.

WE RELY ON MAJOR CUSTOMERS.

We derive a substantial portion of our net sales from customers within
the restaurant industry, particularly certain chain customers. Net sales to
Cracker Barrel Old Country Store accounted for 16.3% of our consolidated net
sales in the nine months ended September 30, 2000 and 17.3% of our consolidated
net sales in 1999. Net sales to Outback Steakhouse accounted for 16.6% of our
consolidated net sales in the nine months ended September 30, 2000 and 15.6% of
our consolidated net sales in 1999. We do not have agreements requiring these or
other customers to purchase any specified amount of goods from us, nor do we
have any assurance as to the level of future purchases by our customers.
Likewise, our customers generally have the ability to stop buying from us at any
time. A material decrease in sales to any of our major customers or the loss of
any of our major customers would have a material adverse impact on our operating
results. In addition, to the extent we add new customers, whether following the
loss of existing customers or otherwise, we may incur substantial start-up
expenses in initiating services to new customers. Also, certain of our customers
have from time to time experienced bankruptcy, insolvency, and/or an inability
to pay debts to us as they come due, and similar events in the future could have
a material adverse impact on our operating results. In particular, we believe
that one of our customers, who accounted for approximately 5.0% of our
consolidated net sales in the nine months ended September 30, 2000, may be
experiencing financial difficulties.

OUR BUSINESS IS DEPENDENT ON OUR ABILITY TO COMPLETE ACQUISITIONS AND INTEGRATE
OPERATIONS OF ACQUIRED BUSINESSES.

S-14
<PAGE> 15

In connection with the acquisitions of other businesses in the future, we
may decide to consolidate the operations of any acquired business with our
existing operations or make other changes with respect to the acquired business,
which could result in special charges or other expenses. Our results of
operations also may be adversely affected by expenses we incur in making
acquisitions, by amortization of goodwill resulting from acquisitions, and by
additional depreciation expenses attributable to acquired assets. Any of the
businesses we acquire may also have liabilities or adverse operating issues that
we fail to discover before the acquisition, and our indemnity for such
liabilities may be limited. Although the current owners of Redi-Cut have agreed
to indemnify us for any breach of the representations they made in the
acquisition agreement, the maximum amount of their indemnity is limited to $10.0
million.

In addition, our ability to make any future acquisitions may depend upon
obtaining additional financing. There can be no assurance that we will be able
to obtain additional financing on acceptable terms or at all. If we obtain
additional debt financing, our debt service obligations may increase
substantially and the terms of the debt financing may contain financial
covenants and other restrictions that limit our operating flexibility, limit our
flexibility in planning for and reacting to changes in our business and make us
more vulnerable to economic downturns and competitive pressures. To the extent
that we acquire other businesses in exchange for our common stock, fluctuations
in our stock price could have a material adverse effect on our ability to
complete acquisitions. Likewise, the issuance of our common stock in connection
with acquisitions could be dilutive to our shareholders.

MANAGING OUR GROWTH MAY BE DIFFICULT AND OUR GROWTH RATE MAY DECLINE.

We have rapidly expanded our operations since inception. This growth has
placed significant demands on our administrative, operational and financial
resources. We cannot assure you that this growth will continue. To the extent
that our customer base and our services continue to grow, this growth is
expected to place a significant demand on our managerial, administrative,
operational and financial resources. Our future performance and results of
operations will depend in part on our ability to successfully implement
enhancements to our business management systems and to adapt those systems as
necessary to respond to changes in our business. Similarly, our growth has
created a need for expansion of our facilities from time to time. As we near
maximum utilization of a given facility, operations may be constrained and
inefficiencies may be created which could adversely affect our operating results
until the facility is expanded or volume is shifted to another facility.
Conversely, as we add additional facilities or expand existing facilities,
excess capacity may be created. Any excess capacity may also create
inefficiencies and adversely affect our operating results.

In addition, we cannot assure you that the rate of our future growth, if
any, will not decline from our recent historical growth rates. If we fail to
expand our business or make acquisitions and successfully integrate the
operations of any acquired companies, the rate of our future growth, if any,
will likely be lower than our historical growth rates.

WE MAY NOT ACHIEVE BENEFITS EXPECTED FROM THE REDI-CUT ACQUISITION.

We agreed to acquire Redi-Cut with the expectation that the acquisition
will result in benefits to us. Achieving those benefits depends on the timely,
efficient and successful execution of a number of post-acquisition events,
including integrating the business of Redi-Cut into our purchasing programs,
distribution network, marketing programs and information systems. In general, we
cannot offer assurances that we can successfully integrate Redi-Cut's operations
and personnel or realize the anticipated benefits of the acquisition. Our
ability to integrate the operations of Redi-Cut may be adversely affected by
many factors, including the relatively large size of Redi-Cut's business and the
allocation of our limited management resources among various integration
efforts. We cannot offer assurances that Redi-Cut will perform as we expect. We
also believe that our ability to successfully integrate Redi-Cut will depend to
a large degree upon our ability to retain Redi-Cut's existing management and
sales personnel, and there can be no assurance that we will be able to do so.

S-15
<PAGE> 16

In addition, sales to broadline foodservice distributors, excluding
foodservice distributors which specialize in serving the quick-service
restaurant industry, represented approximately 33.4% of Redi-Cut's combined net
sales for its 1999 fiscal year and approximately 31.8% of its combined net sales
for the nine months ended September 30, 2000. We believe that, because some of
these broadline foodservice distributor customers may view us as a competitor,
Redi-Cut could lose the business of some of these customers. We cannot assure
you that, following our acquisition of Redi-Cut, we will not lose Redi-Cut
customers, which could have a material adverse effect on our business. In
addition, because a significant portion of Redi-Cut's net sales are made to a
limited number of foodservice distributors, the loss of a relatively small
number of distributor customers could have a material adverse effect on our
business or results of operations.

Our failure to realize the benefits expected from the acquisition, or the
failure of Redi-Cut to perform as we anticipate, could have a material adverse
effect on our results of operations. In addition, the attention and effort
devoted to the integration of Redi-Cut with our existing operations may divert
management's attention from other important issues and could seriously harm our
business.

PRODUCT LIABILITY CLAIMS COULD HAVE AN ADVERSE EFFECT ON OUR BUSINESS.

Like any other distributor and processor of food, we face an inherent
risk of exposure to product liability claims if the products we sell cause
injury or illness. We have liability insurance with respect to product liability
claims. We cannot assure you, however, that this insurance will continue to be
available at a reasonable cost or at all, or, if available, will be adequate to
cover product liability claims against us. We generally seek contractual
indemnification from parties supplying our products, but any such
indemnification is limited, as a practical matter, to the creditworthiness of
the indemnifying party. If we do not have adequate insurance or contractual
indemnification available, product liability claims could have a material
adverse effect on our business, operating results and financial condition.

Redi-Cut is the defendant in a lawsuit filed by one of its customers
seeking indemnity for any damages and expenses that the customer may be required
to pay as a result of the alleged contamination of produce supplied by Redi-Cut.
We believe that the lawsuit is without merit, but we cannot assure you that the
costs associated with defending the lawsuit or an adverse outcome will not have
a material adverse effect on our results of operations.

COMPETITION IN THE FOODSERVICE DISTRIBUTION INDUSTRY IS INTENSE, AND WE MAY NOT
BE ABLE TO COMPETE SUCCESSFULLY.

The foodservice distribution industry is highly competitive. We compete
with numerous smaller distributors on a local level, as well as with a limited
number of national foodservice distributors. Some of these distributors have
substantially greater financial and other resources than we do. Bidding for
contracts or arrangements with customers, particularly chain and other large
customers, is highly competitive and distributors may market their services to a
particular customer over a long period of time before they are invited to bid.
In the fresh-cut produce area of our business, competition comes mainly from
smaller processors, although we encounter intense competition from larger
national and regional processors when selling produce to chain restaurants. We
believe that most purchasing decisions in the foodservice business are based on
the distributor's ability to completely and accurately fill orders and to
provide timely deliveries, on the quality of the product and on price. Our
failure to compete successfully could have a material adverse effect on our
business, operating results and financial condition.

OUR FRESH-CUT SEGMENT RELIES ON PROPRIETARY MACHINERY AND PROCESSES THAT ARE NOT
PROTECTED BY PATENTS.

Our fresh-cut operations rely heavily on proprietary machinery and
processes which are used to prepare some of our products. We believe that the
cost and complexity of our machinery has been and will continue to be a barrier
to entry to other potential competitors in the fresh-cut segment; however, we
have not protected our machinery or processes through patents or other methods.
As a result, some of our existing or potential competitors could develop similar
machinery or processes. If this occurred, it could

S-16
<PAGE> 17

substantially increase competition in the fresh-cut segment, thereby reducing
prices and materially adversely affecting our results of operations in this
segment.

OUR SUCCESS DEPENDS ON OUR SENIOR MANAGEMENT AND KEY EMPLOYEES.

Our success is largely dependent on the skills, experience and efforts of
our senior management. The loss of one or more of our members of senior
management could have a material adverse effect upon our business and
development. In addition, we depend to a substantial degree on the services of
certain key employees. Any failure to attract and retain qualified employees in
the future could have a material adverse effect on our business.

THE MARKET PRICE FOR OUR COMMON STOCK MAY BE VOLATILE.

In recent periods, there has been significant volatility in the market
price for our common stock. In addition, the market price of our common stock
could fluctuate substantially in the future in response to a number of factors,
including the following:

- our quarterly operating results or the operating results of other
distributors of food and non-food products;

- changes in general conditions in the economy, the financial markets or
the food distribution or foodservice industries;

- changes in financial estimates or recommendations by stock market
analysts regarding us or our competitors;

- announcements by us or our competitors of significant acquisitions;

- increases in labor and fuel costs; and

- natural disasters, severe weather conditions or other developments
affecting us or our competitors.

In addition, in recent years the stock market has experienced extreme
price and volume fluctuations. This volatility has had a significant effect on
the market prices of securities issued by many companies for reasons unrelated
to their operating performance. These broad market fluctuations may materially
adversely affect our stock price, regardless of our operating results.

OUR SHAREHOLDER RIGHTS PLAN, CHARTER AND BYLAWS COULD MAKE IT DIFFICULT FOR A
THIRD PARTY TO ACQUIRE OUR COMPANY.

We have a shareholder rights plan that may have the effect of
discouraging unsolicited takeover proposals. The rights issued under the
shareholder rights plan would cause substantial dilution to a person or group
that attempts to acquire us on terms not approved in advance by our board of
directors. In addition, Tennessee corporate law and our charter and bylaws
contain provisions that could delay, defer or prevent a change in control of our
company or our management. These provisions could also discourage proxy contests
and make it more difficult for you and other shareholders to elect directors and
take other corporate actions. These provisions:

- authorize us to issue "blank check" preferred stock, which is preferred
stock that can be created and issued by our board of directors, without
shareholder approval, with rights senior to those of common stock;

- provide for a staggered board of directors and three-year terms for
directors, so that no more than one-third of our directors could be
replaced at any annual meeting;

- provide that directors may be removed only for cause; and

- establish advance notice requirements for submitting nominations for
election to the board of directors and for proposing matters that can
be acted upon by shareholders at a meeting.

S-17
<PAGE> 18

We are also subject to anti-takeover provisions under Tennessee law,
which could also delay or prevent a change of control. For information about
these laws, see "Description of Capital Stock." Together, these provisions of
our charter and bylaws, Tennessee law and our rights plan may discourage
transactions that otherwise could provide for the payment of a premium over
prevailing market prices for our common stock, and also could limit the price
that investors are willing to pay in the future for shares of our common stock.

OUR ISSUANCE OF PREFERRED STOCK COULD ADVERSELY AFFECT HOLDERS OF OUR COMMON
STOCK AND DISCOURAGE A TAKEOVER.

Our board of directors is authorized to issue up to 5,000,000 shares of
preferred stock without any action on the part of our shareholders. Our board of
directors also has the power, without shareholder approval, to set the terms of
any series of preferred stock that may be issued, including voting rights,
dividend rights, preferences over our common stock with respect to dividends or
in the event of a dissolution, liquidation or winding up and other terms. In the
event that we issue preferred stock in the future that has preference over our
common stock with respect to payment of dividends or upon our liquidation,
dissolution or winding up, or if we issue preferred stock with voting rights
that dilute the voting power of our common stock, the rights of the holders of
our common stock or the market price of our common stock could be adversely
affected. In addition, the ability of our board of directors to issue shares of
preferred stock without any action on the part of our shareholders may impede a
takeover of us and prevent a transaction favorable to our shareholders.

FUTURE SALES OF OUR COMMON STOCK IN THE PUBLIC MARKET COULD ADVERSELY AFFECT OUR
STOCK PRICE AND OUR ABILITY TO RAISE FUNDS IN NEW STOCK OFFERINGS.

Future sales of substantial amounts of our common stock in the public
market, or the perception that such sales could occur, could adversely affect
prevailing market prices of our common stock and could impair our ability to
raise capital through future offerings of equity securities. Of the 14,109,957
shares of our common stock outstanding as of November 20, 2000, a total of
approximately 2,050,035 shares had been issued to former owners of businesses
that we acquired. All of these 2,050,035 shares were registered under the
Securities Act of 1933 and therefore are either freely transferable in the
public markets or are eligible for resale in the public markets pursuant to Rule
145 under the Securities Act of 1933 or under one of the shelf registration
statements that we have filed with the SEC. The 407,450 shares of our common
stock, assuming an average market price for our common stock of $42.95 per
share, that we expect to issue to the owners of Redi-Cut also will be registered
under the Securities Act and will either be freely transferable in the public
markets or eligible for resale pursuant to Rule 145 or under one of those shelf
registration statements, in each case immediately upon receipt of the shares by
those owners but subject to the lock-up agreements referred to below. Under Rule
145, sales of shares of our common stock issued to affiliates of companies that
we acquire are eligible for resale in the public markets, subject to certain of
the restrictions set forth in Rule 144 under the Securities Act of 1933. For
more information about our common stock eligible for future sale, see "Shares
Eligible for Future Sale." We expect to issue shares under these registration
statements or similar registration statements to the owners of other foodservice
businesses we may acquire in the future.

We, our directors and executive officers and the owners of Redi-Cut who
will receive shares of our common stock when we acquire Redi-Cut have agreed,
with exceptions, not to sell or otherwise transfer any shares of our common
stock for 90 days after the date of this prospectus supplement, without first
obtaining the written consent of Merrill Lynch, Pierce, Fenner & Smith
Incorporated. With this consent, we, our directors and executive officers and
the owners of Redi-Cut may sell shares before the expiration of such 90-day
period without prior notice to our other shareholders or to any public market in
which our common stock trades. For more information about these "lock-up"
agreements, see "Underwriting."

S-18
<PAGE> 19

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND MARKET DATA

This prospectus supplement, the accompanying prospectus, and the
documents incorporated or deemed to be incorporated by reference in the
accompanying prospectus contain forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Forward-looking statements, which are based on assumptions
and estimates and describe our future plans, strategies and expectations, are
generally identifiable by the use of the words "anticipate," "will," "believe,"
"estimate," "expect," "intend," "seek" or similar expressions. These
forward-looking statements may address, among other things, the anticipated
effects of the offering of the securities hereunder, our anticipated earnings,
capital expenditures, contributions to our net sales by acquired companies,
sales momentum, customer and product sales mix, expected efficiencies in our
business and our ability to realize expected synergies from acquisitions. These
forward-looking statements are subject to risks, uncertainties and assumptions.
Important factors that could cause actual results to differ materially from the
forward-looking statements we make or incorporate by reference in this
prospectus supplement and the accompanying prospectus are described under "Risk
Factors" and in the documents incorporated or deemed to be incorporated by
reference in the accompanying prospectus. These factors include, but are not
limited to:

- the relatively low margins and economic sensitivity of the foodservice
business;

- our reliance on major customers;

- our need to identify and successfully complete acquisitions of other
foodservice distributors; and

- management of our planned growth and other financial issues.

If one or more of these risks or uncertainties materialize, or if any
underlying assumptions prove incorrect, our actual results, performance or
achievements may vary materially from future results, performance or
achievements expressed or implied by these forward-looking statements. All
forward-looking statements attributable to us or persons acting on our behalf
are expressly qualified in their entirety by the cautionary statements in this
section. We undertake no obligation to publicly update or revise any
forward-looking statements to reflect future events or developments.

The information in this prospectus supplement, the accompanying
prospectus and the documents incorporated or deemed to be incorporated by
reference in the accompanying prospectus concerning the foodservice distribution
industry, the consumer food industry, other foodservice distribution companies
and similar matters is derived principally from publicly available information,
foodservice industry publications and data compiled by a market research firm.
Although we believe that this information is reliable, we have not independently
verified any of this information and we cannot assure you that it is accurate.
Information concerning the foodservice distribution industry and the consumer
food industry is for the United States.

S-19
<PAGE> 20

USE OF PROCEEDS

We estimate that we will receive net proceeds of approximately $108.2
million from this offering, or approximately $124.5 million if the underwriters'
over-allotment option is exercised in full, in each case after deducting the
underwriting discount and estimated expenses of the offering. We intend to use
the net proceeds from this offering, together with, if necessary, borrowings
under a bank credit facility, to finance the cash portion of the purchase price
for Redi-Cut, which is approximately $115.6 million. The closing of this
offering is conditioned upon the contemporaneous closing of that acquisition. We
intend to use any remaining net proceeds for general corporate purposes, which
may include the repayment of indebtedness.

PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY

Our common stock is quoted on the Nasdaq Stock Market's National Market
under the symbol "PFGC." The following table sets forth, on a per share basis,
for the fiscal quarters indicated, the high and low closing prices for our
common stock as reported on the Nasdaq Stock Market's National Market:

<TABLE>
<CAPTION>
HIGH LOW
---------- ----------
<S> <C> <C> <C> <C>
FISCAL 1998
First Quarter............................................. $23 3/4 $16 5/8
Second Quarter............................................ 21 1/4 18 1/2
Third Quarter............................................. 21 3/4 18 1/8
Fourth Quarter............................................ 28 1/8 20
FISCAL 1999
First Quarter............................................. $29 13/16 $24 1/8
Second Quarter............................................ 28 3/16 23 5/8
Third Quarter............................................. 27 5/8 24 3/4
Fourth Quarter............................................ 27 3/4 21 7/16
FISCAL 2000
First Quarter............................................. $25 1/2 $19 9/16
Second Quarter............................................ 32 3/8 22 9/16
Third Quarter............................................. 37 5/8 32
Fourth Quarter (through December 7, 2000)................. 47 7/16 33 1/4
</TABLE>

On December 7, 2000, the last reported sale price of our common stock on
the Nasdaq Stock Market's National Market was $42 13/16 per share. At November
20, 2000, we had approximately 2,070 holders of record of our common stock.

We have not declared any cash dividends and the present policy of our
board of directors is to retain all available funds to support operations and to
finance our growth. In addition, the terms of our credit facilities and our
6.77% senior notes due May 2010 restrict our ability to declare or pay dividends
on our common stock.

S-20
<PAGE> 21

CAPITALIZATION

The following table sets forth our consolidated current installments of
long-term debt and our consolidated capitalization as of September 30, 2000 (1)
on an actual basis and (2) on a pro forma basis as adjusted to reflect the
following transactions as if they had occurred on that date:

- the completion of our acquisition of Redi-Cut;

- the sale of 2,800,000 shares of our common stock in this offering and
our receipt of $108.2 million in estimated net proceeds from this
offering, after deducting the underwriting discount and estimated
expenses of the offering;

- the application of the estimated net proceeds from this offering,
together with $7.4 million in borrowings under our credit facilities,
to pay the cash portion of the purchase price of Redi-Cut; and

- the issuance of 407,450 shares of our common stock, assuming an average
market price for our common stock of $42.95 per share, to pay the stock
portion of the purchase price of Redi-Cut.

The actual number of shares we will issue in the Redi-Cut acquisition depends on
the average market price of our common stock during a specified period prior to
the closing date of the acquisition. As a result, the actual number of shares
that we will issue in the acquisition may be more or less than the number
assumed for purposes of the following table. Additionally, the purchase price
for Redi-Cut is subject to a post-closing adjustment, which is payable in cash,
based upon a review of Redi-Cut's working capital as of the closing date. The
actual amount of cash that we pay to acquire Redi-Cut, and the amount of
borrowings, if any, that we make to pay a portion of the purchase price, may be
more or less than the amounts reflected in the following table. The pro forma
financial data appearing below is based upon a number of other assumptions and
estimates and is subject to uncertainties, and this table should be read in
conjunction with the information appearing under "Unaudited Pro Forma Condensed
Consolidated Financial Statements," "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and our historical financial
statements and related notes included elsewhere in this prospectus supplement
and the historical financial statements of Redi-Cut and related notes
incorporated by reference in the accompanying prospectus.

<TABLE>
<CAPTION>
AS OF SEPTEMBER 30, 2000
-------------------------
PRO FORMA
ACTUAL AS ADJUSTED
--------- ------------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Current installments of long-term debt...................... $ 701 $ 701
======== ========
LONG-TERM DEBT, EXCLUDING CURRENT INSTALLMENTS(1):
Revolving credit facilities(2)............................ $ 50,000 $ 57,420
6.77% senior unsecured notes due May 2010................. 50,000 50,000
Other long-term debt (includes loan to employee stock
ownership plan)........................................ 10,430 17,430
-------- --------
Total long-term debt, excluding current
installments.................................... 110,430 124,850
SHAREHOLDERS' EQUITY:
Preferred stock, $.01 par value, 5,000,000 shares
authorized, none outstanding........................... -- --
Common stock, $.01 par value, 50,000,000 shares
authorized, 14,099,295 shares issued and outstanding,
actual and 17,306,745 shares issued and outstanding,
pro forma as adjusted(3)(4)............................ 141 173
Additional paid-in capital................................ 101,020 226,668
Retained earnings......................................... 107,790 107,790
Less loan to employee stock ownership plan................ (1,923) (1,923)
-------- --------
Total shareholders' equity........................ 207,028 332,708
-------- --------
Total capitalization.............................. $317,458 $457,558
======== ========
</TABLE>

(footnotes on following page)
S-21
<PAGE> 22

---------------
(1) Does not include our obligations under our $107 million master operating
lease facilities which we use to finance the construction or purchase of
distribution centers and office buildings. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Liquidity and
Capital Resources" and the notes to our consolidated financial statements
included elsewhere in this prospectus supplement for additional information
about these facilities.

(2) Does not include $5.9 million of letters of credit outstanding under our
revolving credit facility as of September 30, 2000 or an additional $3.5
million of letters of credit that we anticipate will be issued in connection
with Redi-Cut's existing industrial revenue bonds.

(3) Does not include a total of 1,987,503 shares of our common stock reserved
for issuance under our stock purchase plan and stock option plans at
September 30, 2000. Options to purchase 1,538,789 shares of our common stock
at a weighted average exercise price of $18.82 per share were outstanding
under our stock option plans as of September 30, 2000. We anticipate that,
in connection with our acquisition of Redi-Cut, we will issue options to
purchase approximately 50,000 shares of our common stock at an exercise
price equal to the fair market value of our common stock on the closing date
of the Redi-Cut acquisition to employees of Redi-Cut.

(4) As of September 30, 2000, approximately 8.4% of our outstanding shares of
common stock were held by or through our employee stock ownership plan.

S-22
<PAGE> 23

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following unaudited pro forma condensed consolidated statements of
earnings give effect to:

- our acquisition of Redi-Cut;

- the issuance of 407,450 shares of our common stock, assuming an
average market price for our common stock of $42.95 per share, to pay
the stock portion of the purchase price of Redi-Cut;

as if all of those transactions had occurred on the first day of the respective
periods presented. The actual number of shares of common stock that we will
issue to pay the stock portion of the purchase price of Redi-Cut will depend
upon the average market price of our common stock during a specified period of
time prior to the closing date of the acquisition and may therefore be more or
less than the number of shares assumed for purposes of the pro forma financial
statements. Additionally, the purchase price for Redi-Cut is subject to a
post-closing adjustment, which is payable in cash, based upon a review of
Redi-Cut's working capital as of the closing date. The actual amount of cash
that we pay to acquire Redi-Cut, and the amount of borrowings, if any, that we
make to pay a portion of the purchase price, may be more or less than the
amounts reflected in the following unaudited pro forma condensed consolidated
financial statements.

The unaudited pro forma condensed consolidated statements of earnings for
1999 and the nine months ended September 30, 2000 combine the consolidated
results of operations of Performance Food Group with the combined results of
operations of Redi-Cut for the respective periods. The unaudited pro forma
condensed consolidated balance sheet as of September 30, 2000 combines the
consolidated balance sheet of Performance Food Group as of that date with the
combined balance sheet of Redi-Cut as of that date and gives effect to the
transactions described above as if those transactions had been completed as of
that date. We will account for our acquisition of Redi-Cut under the purchase
method of accounting.

The pro forma financial statements appearing below are based upon a
number of assumptions and estimates and are subject to uncertainties, and do not
purport to be indicative of the actual results of operations or financial
condition that would have occurred had the transactions described above in fact
occurred on the dates indicated, nor do they purport to be indicative of the
results of operations or financial condition that we may achieve in the future.
In particular, sales to broadline foodservice distributors, excluding
foodservice distributors which specialize in serving the quick-service
restaurant industry, represented approximately 33.4% of Redi-Cut's combined net
sales for the year ended December 31, 1999 and approximately 31.8% of its
combined net sales for the nine months ended September 30, 2000. We believe
that, because some of these broadline foodservice distributor customers may view
us as a competitor, Redi-Cut could lose the business of some of these customers.
The pro forma financial statements appearing below do not reflect this potential
loss of revenues. See "Risk Factors -- We may not achieve benefits expected from
the Redi-Cut acquisition."

Redi-Cut has been taxed as an S-corporation for federal income tax
purposes, which means that it was not subject to federal income taxes and that
its historical financial statements do not include a provision for federal
income taxes. Following the acquisition, Redi-Cut will become subject to federal
income tax. The following pro forma condensed consolidated financial statements
adjust income taxes as if Redi-Cut had been taxed as a C-corporation rather than
as an S-corporation prior to the acquisition.

As noted above, the acquisition of Redi-Cut will be accounted for using
the purchase method of accounting. The total purchase price will be allocated to
the tangible and intangible assets and liabilities acquired based on their
respective fair values. The allocation of the purchase price reflected in the
following pro forma financial statements is preliminary and is subject to
adjustment upon receipt of, among other things, appraisals of some of the assets
and liabilities of Redi-Cut.

S-23
<PAGE> 24

Finally, the accuracy of the pro forma financial statements depends in
large part upon the accuracy of the historical financial statements on which the
pro forma statements are based. The 1999 historical financial statements for two
of the three Redi-Cut entities we plan to acquire have not been separately
audited by any accounting firm, although Redi-Cut's financial statements as of
and for the nine months ended September 30, 2000 have been audited. Those two
entities accounted for approximately 9.6% of Redi-Cut's total combined net sales
for the year ended December 31, 1999. The pro forma financial statements should
be read in conjunction with "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and our historical financial statements and
related notes included elsewhere in this prospectus supplement and the
historical financial statements of Redi-Cut and the related notes incorporated
by reference in the accompanying prospectus.

In order to comply with GAAP, Redi-Cut's historical combined financial
statements for the nine months ended September 30, 2000, which are incorporated
by reference in the accompanying prospectus, reflect the results of operations
and financial condition of the three Redi-Cut companies that we plan to acquire
plus one affiliated company which we will not acquire. This affiliated company
leases real estate and equipment to Redi-Cut. Accordingly, unless otherwise
expressly stated or the context requires, all financial data appearing in this
prospectus supplement with respect to Redi-Cut for the nine months ended
September 30, 2000 has been adjusted to eliminate this affiliated entity.

S-24
<PAGE> 25

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 2000

<TABLE>
<CAPTION>
PERFORMANCE
FOOD GROUP REDI-CUT PRO FORMA
HISTORICAL HISTORICAL ADJUSTMENTS PRO FORMA
----------- ---------- ----------- ---------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents............... $ 9,607 $10,392 $(10,392)(a) $ 9,607
Trade accounts and notes receivable,
net.................................. 150,687 7,534 (92)(a) 158,129
Inventories............................. 120,751 1,231 -- 121,982
Other current assets.................... 9,595 1,428 -- 11,023
-------- ------- -------- --------
Total current assets............ 290,640 20,585 (10,484) 300,741
Property, plant and equipment, net........ 125,915 12,681 -- 138,596
Intangible assets, net.................... 111,235 572 126,662(b) 238,469
Other assets.............................. 1,436 3,075 (1,667)(a) 2,844
-------- ------- -------- --------
Total assets.................... $529,226 $36,913 $114,511 $680,650
======== ======= ======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Outstanding checks in excess of
deposits............................. $ 27,009 $ -- $ -- $ 27,009
Current installments of long-term
debt................................. 701 1,019 (1,019)(a) 701
Trade accounts payable.................. 131,477 7,026 -- 138,503
Other current liabilities............... 44,190 2,298 2,000(b) 48,488
-------- ------- -------- --------
Total current liabilities....... 203,377 10,343 981 214,701
Long-term debt, excluding current
installments............................ 110,430 7,620 6,800(a),(d) 124,850
Deferred income taxes..................... 8,391 -- -- 8,391
-------- ------- -------- --------
Total liabilities............... 322,198 17,963 7,781 347,942
-------- ------- -------- --------
Shareholders' equity:
Preferred stock......................... -- -- -- --
Common stock............................ 141 23 9(b),(d) 173
Members' equity and partners' capital... -- 1,268 (1,268)(b) --
Additional paid-in capital.............. 101,020 -- 125,648(b),(d) 226,668
Retained earnings....................... 107,790 17,659 (17,659)(a),(b) 107,790
-------- ------- -------- --------
208,951 18,950 106,730 334,631
Loan to leveraged employee stock
ownership plan....................... (1,923) -- -- (1,923)
-------- ------- -------- --------
Total shareholders' equity...... 207,028 18,950 106,730 332,708
Commitments and contingencies............. -- -- -- --
-------- ------- -------- --------
Total liabilities and
shareholders' equity.......... $529,226 $36,913 $114,511 $680,650
======== ======= ======== ========
</TABLE>

(footnotes on page S-28)
S-25
<PAGE> 26

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000

<TABLE>
<CAPTION>
PERFORMANCE
FOOD GROUP REDI-CUT PRO FORMA
HISTORICAL HISTORICAL ADJUSTMENTS PRO FORMA
----------- ---------- ----------- ----------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C>
Net sales.................................. $1,927,480 $97,736 $ -- $2,025,216
Cost of goods sold......................... 1,669,869 78,933 -- 1,748,802
---------- ------- ------- ----------
Gross profit..................... 257,611 18,803 -- 276,414
Operating expenses......................... 222,520 9,634 2,374(c),(f) 234,528
---------- ------- ------- ----------
Operating profit................. 35,091 9,169 (2,374) 41,886
Other income (expense):
Interest expense......................... (4,604) (252) (293)(e) (5,149)
Other, net............................... 50 862 (787)(g) 125
---------- ------- ------- ----------
Other income (expense), net...... (4,554) 610 (1,080) (5,024)
---------- ------- ------- ----------
Earnings before income taxes..... 30,537 9,779 (3,454) 36,862
Income tax expense......................... 11,604 144 2,260(h) 14,008
---------- ------- ------- ----------
Net earnings..................... $ 18,933 $ 9,635 $(5,714) $ 22,854
========== ======= ======= ==========
Weighted average common shares
outstanding.............................. 13,948 -- 3,207(b),(d) 17,155
Basic net earnings per common share........ $ 1.36 $ 1.33
========== ==========
Weighted average common shares and dilutive
potential common shares outstanding...... 14,487 -- 3,207(b),(d) 17,694
Diluted net earnings per common share...... $ 1.31 $ 1.29
========== ==========
</TABLE>

(footnotes on page S-28)
S-26
<PAGE> 27

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
FOR 1999

<TABLE>
<CAPTION>
PERFORMANCE
FOOD GROUP REDI-CUT PRO FORMA
HISTORICAL HISTORICAL ADJUSTMENTS PRO FORMA
----------- ---------- ----------- ----------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C>
Net sales.................................. $2,055,598 $113,289 $ -- $2,168,887
Cost of goods sold......................... 1,773,632 89,462 -- 1,863,094
---------- -------- ------- ----------
Gross profit..................... 281,966 23,827 -- 305,793
Operating expenses......................... 242,625 17,881 978(c),(f) 261,484
---------- -------- ------- ----------
Operating profit................. 39,341 5,946 (978) 44,309
Other income (expense):
Interest expense......................... (5,388) (235) (334)(e) (5,957)
Nonrecurring merger expenses............. (3,812) -- -- (3,812)
Gain on sale of investment............... 768 -- -- 768
Other, net............................... 342 642 (527)(g) 457
---------- -------- ------- ----------
Other income (expense), net...... (8,090) 407 (861) (8,544)
---------- -------- ------- ----------
Earnings before income taxes..... 31,251 6,353 (1,839) 35,765
Income tax expense......................... 12,000 64 1,670(h) 13,734
---------- -------- ------- ----------
Net earnings..................... $ 19,251 $ 6,289 $(3,509) $ 22,031
========== ======== ======= ==========
Weighted average common shares
outstanding.............................. 13,772 -- 3,207(b),(d) 16,979
Basic net earnings per common share........ $ 1.40 $ 1.30
========== ==========
Weighted average common shares and dilutive
potential common shares outstanding...... 14,219 -- 3,207(b),(d) 17,426
Diluted net earnings per common share...... $ 1.35 $ 1.26
========== ==========
</TABLE>

(footnotes on following page)
S-27
<PAGE> 28

NOTES TO UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(a) These adjustments reflect the elimination of cash and cash equivalents,
notes receivable from certain Redi-Cut officers, cash surrender value of
life insurance policies and debt of Redi-Cut in excess of the $7.0 million
of Redi-Cut debt that we will assume in the acquisition.

(b) We will pay approximately $133.1 million to the owners of Redi-Cut,
consisting of approximately $115.6 million in cash and approximately $17.5
million in shares of our common stock, plus the assumption of approximately
$7.0 million of debt. The pro forma adjustments assume that we will issue
2,800,000 shares of our common stock in this offering and receive $108.2
million in estimated net proceeds, after deducting the underwriting discount
and estimated expenses of the offering. These pro forma adjustments also
assume that we will issue 407,450 shares of our common stock to pay the
stock portion of the purchase price of Redi-Cut, based upon an assumed
average market price of $42.95 per share of our common stock. The actual
number of shares we issue to pay the stock portion of the purchase price
will depend on the average market price of our common stock during a
specified period prior to the closing date of the acquisition. Additionally,
the purchase price for Redi-Cut is subject to a post-closing adjustment,
which is payable in cash, based upon a review of Redi-Cut's working capital
as of the closing date. The actual amount of cash that we pay to acquire
Redi-Cut, and the amount of borrowings, if any, that we make to pay a
portion of the purchase price, may be more or less than the amounts
reflected in the pro forma financial statements. These pro forma adjustments
also reflect the preliminary allocation of the purchase price to the
acquired assets and assumed liabilities of Redi-Cut, including the
elimination of Redi-Cut's combined common stock, retained earnings, members'
equity and partners' capital of $19.0 million as of September 30, 2000. This
preliminary allocation also includes $2.0 million accrued for the payment of
transaction costs and other expenses related to the Redi-Cut acquisition.
Upon completion of the acquisition, we will record intangible assets of
approximately $127.2 million.

(c) Intangible assets to be recorded in connection with the acquisition,
expected to consist of non-compete agreements, customer lists and goodwill,
represent costs in excess of the fair value of tangible net assets acquired.
These intangible assets will be amortized on a straight-line basis over
their estimated useful lives, which range from 8 to 40 years. The weighted
average combined estimated useful lives of these assets is expected to be
approximately 36 years. These pro forma adjustments reflect amortization
expense of these intangible assets as if Redi-Cut had been acquired on the
first day of the respective periods presented.

(d) These adjustments reflect the financing of the cash portion of the Redi-Cut
acquisition with the assumed net proceeds of $108.2 million from this common
stock offering and approximately $7.4 million of additional borrowings under
one of our credit facilities. Net proceeds from this offering are net of an
underwriting discount of $2.15 per share and estimated offering expenses of
$600,000.

(e) The interest rate on the additional borrowings referred to in note (d) above
is assumed to be 7.1% per annum. These pro forma adjustments reflect the
additional interest expense that would have been incurred by us if Redi-Cut
had been acquired on the first day of the respective periods presented, and
also reflect the elimination of interest expense on Redi-Cut debt that we
will not assume.

(f) These pro forma adjustments reduce salaries and bonuses of certain of
Redi-Cut's officers to estimated levels specified in employment agreements
that we anticipate entering into with these officers.

(g) Pro forma adjustments reflect the elimination of interest income on
Redi-Cut's cash and cash equivalents, which will be retained by Redi-Cut's
current owners.

(h) These adjustments adjust income taxes as if Redi-Cut were taxed as a
C-corporation for income tax purposes rather than as an S-corporation for
the periods presented. As an S-corporation, Redi-Cut was not subject to
federal income taxes. Following the acquisition, Redi-Cut will be subject to
federal income taxes.
S-28
<PAGE> 29

SELECTED CONSOLIDATED FINANCIAL DATA

Set forth below is selected consolidated financial data of Performance
Food Group for the periods indicated. The selected consolidated financial data
of Performance Food Group as of and for years 1995, 1996, 1997, 1998 and 1999
are derived from the audited consolidated financial statements of Performance
Food Group, which were audited by KPMG LLP. The consolidated financial
statements as of year-end 1998 and 1999 and for 1997, 1998 and 1999, and the
report of KPMG LLP on those financial statements, are included elsewhere in this
prospectus supplement. The selected consolidated financial data as of and for
the nine month periods ended October 2, 1999 and September 30, 2000 are derived
from unaudited condensed consolidated financial statements. The unaudited
condensed consolidated financial statements include all adjustments, consisting
only of normal recurring items, which our management considers necessary for a
fair presentation of our financial position and results of operations for these
periods. The results of operations and financial condition as of and for the
nine months ended September 30, 2000 do not purport to be indicative of the
results of operations or financial condition to be expected as of or for the
fiscal year ending December 30, 2000. The unaudited condensed consolidated
financial statements as of September 30, 2000 and for the nine month periods
ended October 2, 1999 and September 30, 2000 are included elsewhere in this
prospectus supplement. The following data should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and our consolidated financial statements, including the notes
thereto, included elsewhere in this prospectus supplement.

In February 1999, one of our subsidiaries merged with NorthCenter. The
merger was accounted for as a pooling-of-interests and resulted in the issuance
of approximately 850,000 shares of our common stock in exchange for all of the
outstanding stock of NorthCenter. Our consolidated financial statements for
periods prior to the merger have been restated to include the accounts and
results of operations of NorthCenter.

S-29
<PAGE> 30

<TABLE>
<CAPTION>
NINE MONTHS
-----------------------
1995 1996 1997 1998 1999 1999 2000
-------- -------- ----------- ---------- ---------- ---------- ----------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS AND PERCENTAGES)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF EARNINGS DATA:
Net sales................... $739,744 $864,219 $1,331,002 $1,721,316 $2,055,598 $1,502,921 $1,927,480
Cost of goods sold.......... 631,249 740,009 1,159,593 1,491,079 1,773,632 1,297,698 1,669,869
-------- -------- ---------- ---------- ---------- ---------- ----------
Gross profit.............. 108,495 124,210 171,409 230,237 281,966 205,223 257,611
Operating expenses.......... 91,334 103,568 146,344 198,646 242,625 176,758 222,520
-------- -------- ---------- ---------- ---------- ---------- ----------
Operating profit.......... 17,161 20,642 25,065 31,591 39,341 28,465 35,091
Other income (expense):
Interest expense.......... (3,411) (1,346) (2,978) (4,411) (5,388) (3,942) (4,604)
Nonrecurring merger
expenses................ -- -- -- -- (3,812) (3,812) --
Gain on sale of
investment.............. -- -- -- -- 768 768 --
Other, net................ 14 176 111 195 342 198 50
-------- -------- ---------- ---------- ---------- ---------- ----------
Other expense, net...... (3,397) (1,170) (2,867) (4,216) (8,090) (6,788) (4,554)
-------- -------- ---------- ---------- ---------- ---------- ----------
Earnings before income
taxes..................... 13,764 19,472 22,198 27,375 31,251 21,677 30,537
Income tax expense.......... 5,293 7,145 8,298 9,965 12,000 8,360 11,604
-------- -------- ---------- ---------- ---------- ---------- ----------
Net earnings............ $ 8,471 $ 12,327 $ 13,900 $ 17,410 $ 19,251 $ 13,317 $ 18,933
======== ======== ========== ========== ========== ========== ==========
Weighted average common
shares outstanding........ 10,040 12,059 12,810 13,398 13,772 13,659 13,948
Basic net earnings per
common share.............. $ 0.84 $ 1.02 $ 1.09 $ 1.30 $ 1.40 $ 0.97 $ 1.36
Pro forma basic net earnings
per common share(1)(2).... $ 0.83 $ 0.98 $ 1.07 $ 1.26 $ 1.54 $ 1.12 $ 1.36
Weighted average common
shares and dilutive
potential shares
outstanding............... 10,481 12,536 13,341 13,925 14,219 14,125 14,487
Diluted net earnings per
common share.............. $ 0.81 $ 0.98 $ 1.04 $ 1.25 $ 1.35 $ 0.94 $ 1.31
Pro forma diluted net
earnings per common
share(1)(2)............... $ 0.80 $ 0.94 $ 1.02 $ 1.21 $ 1.49 $ 1.08 $ 1.31

OTHER DATA:
EBITDA(3)................... $ 23,034 $ 26,770 $ 33,657 $ 43,092 $ 53,478 $ 38,718 $ 48,044
Capital expenditures(4)..... $ 16,751 $ 9,703 $ 9,054 $ 26,663 $ 26,006 $ 14,357 $ 22,059

(2) 1999 excludes a nonrecurring gain of $768,000 on the sale of an investment.

(footnotes continued on following page)
S-30
<PAGE> 31

presented to provide additional information with respect to our historical
ability to meet our debt service, capital expenditure, rental and working
capital requirements.

(4) Capital expenditures do not include the cost of acquired businesses.

S-31
<PAGE> 32

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

The following discussion and analysis should be read in conjunction with
"Selected Consolidated Financial Data" and our consolidated financial statements
and the related notes included elsewhere in this prospectus supplement.

The following text contains references to years 2001, 2000, 1999, 1998
and 1997, which mean our fiscal years ending December 29, 2001, December 30,
2000, January 1, 2000, January 2, 1999, and December 27, 1997, respectively.
References to the 2000 period and the 1999 period mean the nine month periods
ended September 30, 2000 and October 2, 1999, respectively.

We use a 52/53 week fiscal year ending on the Saturday closest to
December 31. Consequently, we periodically have a 53-week fiscal year. Our 1999,
1998 and 1997 fiscal years were 52, 53 and 52-week years, respectively. As a
result, some of the variations reflected in the following data may be attributed
to different lengths of the fiscal years. Our 2000 and 1999 periods were each 39
weeks. As a result of our merger with NorthCenter on February 26, 1999, which we
accounted for as a pooling-of-interests, the consolidated financial statements
for periods prior to the merger have been restated to include the accounts and
results of operations of NorthCenter.

INTRODUCTION

Performance Food Group was founded in 1987 as a result of the combination
of various foodservice businesses, and has grown both internally through
increased sales to existing and new customers and through acquisitions of
existing foodservice distributors. We derive our revenue primarily from the sale
of food and non-food products to the foodservice, or "food-away-from-home,"
industry. The principal components of our expenses include cost of goods sold,
which represents the amounts paid to manufacturers and growers for products
sold, and operating expenses, which include primarily labor-related expenses,
delivery costs and occupancy expenses related to our facilities.

A portion of our growth in net sales during the periods discussed below
was due to acquisitions. In addition to our pending acquisition of Redi-Cut, the
information appearing below under "Business Combinations" summarizes our
acquisitions since the beginning of 1997.

RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, the components
of our condensed consolidated statements of earnings expressed as a percentage
of net sales:

<TABLE>
<CAPTION>
NINE MONTHS ENDED
---------------------------
OCTOBER 2, SEPTEMBER 30,
1997 1998 1999 1999 2000
----- ----- ----- ---------- -------------
<S> <C> <C> <C> <C> <C>
Net sales.................................. 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of goods sold......................... 87.1 86.6 86.3 86.3 86.6
----- ----- ----- ----- -----
Gross profit............................. 12.9 13.4 13.7 13.7 13.4
Operating expenses......................... 11.0 11.6 11.8 11.8 11.6
----- ----- ----- ----- -----
Operating profit......................... 1.9 1.8 1.9 1.9 1.8
Other expense, net......................... 0.2 0.2 0.4 0.5 0.2
----- ----- ----- ----- -----
Earnings before income taxes............. 1.7 1.6 1.5 1.4 1.6
Income tax expense......................... 0.7 0.6 0.6 0.5 0.6
----- ----- ----- ----- -----
Net earnings............................. 1.0% 1.0% 0.9% 0.9% 1.0%
===== ===== ===== ===== =====
</TABLE>

S-32
<PAGE> 33

Comparison of 2000 and 1999 Periods

Net sales. Net sales increased 28.2% to $1.93 billion for the 2000
period from $1.50 billion for the 1999 period. Net sales in our existing
operations increased 24.1% over the 1999 period, while acquisitions contributed
the remaining 4.1% of our total net sales growth for the 2000 period. Net sales
in existing operations exclude the net sales of an acquired business for the
first 12 months following the date of the acquisition of that business.

Gross profit. Gross profit increased 25.5% to $257.6 million in the 2000
period from $205.2 million in the 1999 period. Gross profit margin, which we
define as gross profit as a percentage of net sales, decreased to 13.4% in the
2000 period compared to 13.7% in the 1999 period. The decrease in gross profit
margin was due primarily to increased sales to certain of our chain customers,
which generally are higher volume, lower gross margin accounts.

Operating expenses. Operating expenses increased 25.9% to $222.5 million
in the 2000 period from $176.8 million in the 1999 period. As a percentage of
net sales, operating expenses decreased to 11.6% in the 2000 period from 11.8%
in the 1999 period. The decrease in operating expenses as a percentage of net
sales was due mainly to increased sales in our customized distribution segment,
which has a lower operating expense ratio, which we define as the ratio of
operating expenses to net sales, than our broadline and fresh-cut segments,
offset in part by higher fuel costs.

Operating profit. Operating profit increased 23.3% to $35.1 million in
the 2000 period from $28.5 million in the 1999 period. Operating profit margin,
which we define as operating profit as a percentage of net sales, declined to
1.8% in the 2000 period from 1.9% in the 1999 period.

Other expense, net. Other expense, net, decreased to $4.6 million in the
2000 period from $6.8 million in the 1999 period. Other expense, net, included
interest expense of $4.6 million in the 2000 period and $3.9 million in the 1999
period. Other expense, net, for the 1999 period also included nonrecurring
merger expenses related to the NorthCenter merger of $3.8 million and a gain of
$768,000 on the sale of an investment.

Income tax expense. Income tax expense increased to $11.6 million in the
2000 period compared to $8.4 million in the 1999 period. The effective tax rate
decreased to 38.0% in the 2000 period from 38.6% in the 1999 period. The
fluctuation in the effective tax rate was due primarily to the merger with
NorthCenter, which was taxed as an S-corporation for income tax purposes prior
to the merger with us during the first quarter of 1999.

Net earnings. Net earnings increased to $18.9 million in the 2000 period
from $13.3 million in the 1999 period. For the 2000 period, net earnings as a
percentage of net sales increased to 1.0% from 0.9% in the 1999 period.

Comparison of 1999 to 1998

Net sales. Net sales increased 19.4% to $2.06 billion for 1999 compared
with $1.72 billion for 1998. Net sales in our existing operations increased
14.7% over 1998, while acquisitions contributed an additional 4.7% to our net
sales growth. Excluding the effect of the 53rd week in 1998, net sales increased
by 21.3% over 1998, and net sales in our existing operations increased by 16.5%
over 1998.

Gross profit. Gross profit increased 22.5% to $282.0 million in 1999
compared with $230.2 million in 1998. Gross profit margin increased to 13.7% in
1999 compared to 13.4% in 1998. The increase in gross profit margin was due
primarily to improved profit margins at many of our broadline locations.

Operating expenses. Operating expenses increased 22.1% to $242.6 million
in 1999 from $198.6 million in 1998. As a percentage of net sales, operating
expenses increased to 11.8% in 1999 compared with 11.6% in 1998. The increase in
operating expenses as a percentage of net sales primarily reflected increased
labor costs, including recruiting and training additional personnel, mainly in
the transportation and warehouse areas, which are an integral part of our
distribution service. These increased labor costs may continue depending upon
economic and labor conditions in the various markets in which we operate.

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<PAGE> 34

Operating expenses were also impacted by the start-up of a new customized
distribution facility to service certain of our chain customers, which became
operational in mid-1999.

Operating profit. Operating profit increased 24.5% to $39.3 million in
1999 from $31.6 million in 1998. Operating profit as a percentage of net sales
also increased to 1.9% for 1999 from 1.8% for 1998.

Other expense, net. Other expense, net, increased to $8.1 million in
1999 from $4.2 million in 1998. In 1999, other expense, net, included $3.8
million of nonrecurring expenses related to the merger with NorthCenter. Other
expense, net, includes interest expense, which increased to $5.4 million in 1999
from $4.4 million in 1998. The increase in interest expense was due primarily to
higher debt levels as a result of our various acquisitions and working capital
requirements. Partially offsetting these expenses in 1999 was a $768,000
nonrecurring gain on the sale of an investment.

Income tax expense. Income tax expense increased 20.4% to $12.0 million
in 1999 from $10.0 million in 1998 as a result of higher pre-tax earnings. As a
percentage of earnings before income taxes, income tax expense was 38.4% in 1999
versus 36.4% in 1998. The increase in the effective tax rate was due primarily
to the merger with NorthCenter, which was treated as an S-corporation for income
tax purposes prior to its merger with us. As an S-corporation, NorthCenter was
not subject to income taxes prior to the merger, but, following the merger,
NorthCenter became subject to income taxes for all periods following the merger.

Net earnings. Net earnings increased 10.6% to $19.3 million in 1999 from
$17.4 million in 1998. As a percentage of net sales, net earnings decreased to
0.9% in 1999 from 1.0% in 1998.

Comparison of 1998 to 1997

Net sales. Net sales increased 29.3% to $1.72 billion for 1998 from
$1.33 billion for 1997. Net sales in our existing operations increased 18.0%
over 1997, while acquisitions contributed an additional 11.3% to our total sales
growth. The 18.0% internal sales growth included approximately 2.0% from the
53rd week in our 1998 fiscal year.

Gross profit. Gross profit increased 34.3% to $230.2 million in 1998
from $171.4 million in 1997. Gross profit margin also increased to 13.4% in 1998
compared to 12.9% in 1997. The increase in gross profit margin was due to a
number of factors. During 1998 and the second half of 1997, we acquired a number
of broadline distribution and merchandising companies with higher gross margins
than our customized distribution operations. The improvement in gross profit
margin as a result of these acquisitions was diluted by internal sales growth
during 1998 at certain large chain accounts serviced by our customized
distribution operations; net sales for the customized segment grew approximately
26.5% in 1998. These large chain customers are generally high volume, low gross
margin accounts. Net sales also grew internally in our fresh-cut operations by
approximately 46.4% during 1998. Our fresh-cut operations generally have higher
gross profit margins than our other foodservice distribution operations.

Operating expense. Operating expenses increased 35.7% to $198.6 million
in 1998 compared with $146.3 million in 1997. As a percentage of net sales,
operating expenses increased to 11.6% in 1998 from 11.0% in 1997. The increase
in operating expenses as a percentage of net sales primarily reflected increased
labor costs, including recruiting and training additional personnel, mainly in
the transportation and warehouse areas, which are an integral part of our
distribution service. Operating expenses as a percentage of net sales was also
impacted by our acquisition of AFFLINK Incorporated (formerly Affiliated Paper
Companies, Inc.), which had higher operating expenses as a percentage of net
sales than many of our other subsidiaries. Operating expenses were also affected
by the start-up of two new broadline distribution centers, replacing older, less
efficient facilities, that became operational at the end of 1998 and early 1999.
We also incurred certain start-up expenses for a new customized distribution
facility to service certain of our chain customers, which became operational in
early 1997.

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<PAGE> 35

Operating profit. Operating profit increased 26.0% to $31.6 million in
1998 from $25.1 million in 1997. Operating profit margin declined to 1.8% for
1998 from 1.9% for 1997.

Other expense, net. Other expense, net, increased to $4.2 million in
1998 from $2.9 million in 1997. Other expense, net, included interest expense,
which increased to $4.4 million in 1998 from $3.0 million in 1997. The increase
in interest expense was due to higher debt levels as a result of our various
acquisitions. Other expense, net, during 1997 also included a $1.3 million gain
from insurance proceeds related to covered losses at one of our processing and
distribution facilities, offset by a $1.3 million writedown of certain leasehold
improvements associated with the termination of the lease on one of our
distribution facilities.

Income tax expense. Income tax expense increased to $10.0 million in
1998 from $8.3 million in 1997 as a result of higher pre-tax earnings. As a
percentage of earnings before income taxes, the provision for income taxes was
36.4% and 37.4% for 1998 and 1997, respectively.

Net earnings. Net earnings increased 25.3% to $17.4 million in 1998
compared to $13.9 million in 1997. As a percentage of net sales, net earnings
remained constant at 1.0% in 1998 and 1997.

LIQUIDITY AND CAPITAL RESOURCES

We have historically financed our operations and growth primarily with
cash flows from operations, borrowings under credit facilities, the issuance of
long-term debt, operating leases, normal trade credit terms and the sale of our
common stock. Despite our growth in net sales, we have reduced our working
capital needs by financing our investment in inventory principally with accounts
payable and outstanding checks in excess of deposits.

Cash Flows from Operating Activities. Cash provided by operating
activities was $10.8 million for the 2000 period. In the 2000 period, the
primary sources of cash from operating activities were net earnings and
increased levels of trade payables, partially offset by increased levels of
trade receivables and inventories.

Cash provided by operating activities was $47.0 million, $24.3 million
and $24.3 million for 1999, 1998 and 1997, respectively. In 1999, the primary
sources of cash from operating activities were net earnings and increased levels
of trade payables and accrued expenses, partially offset by increased levels of
inventories. In 1998, the primary sources of cash from operating activities were
net earnings and increased levels of trade payables and accrued expenses,
partially offset by increased levels of trade receivables. In 1997, the primary
sources of cash from operating activities were net earnings and increased levels
of trade payables, net of an increased level of trade receivables and
inventories.

Cash Flows Used by Investing Activities. Cash used by investing
activities was $29.8 million for the 2000 period. Investing activities primarily
include additions to and disposals of property, plant and equipment and the
acquisition of businesses. Our capital expenditures, excluding acquisitions of
businesses, for the 2000 period were $22.1 million. We anticipate that our total
capital expenditures, excluding acquisitions, for 2000 will be approximately
$25.0 million. Cash used by investing activities in the 2000 period included
$8.8 million paid as a portion of the purchase price of Carroll County Foods,
Inc. and payments made to the former shareholders of AFFLINK and Dixon Tom-A-Toe
Companies, Inc. as a result of certain contractual obligations under the
purchase agreements.

Cash used by investing activities was $41.8 million, $47.1 million and
$59.9 million for 1999, 1998 and 1997, respectively. During 1999, 1998 and 1997,
we paid $18.1 million, $23.9 million and $54.6 million, respectively, for the
acquisition of businesses, net of cash on hand at the acquired companies. Our
total capital expenditures, excluding acquisitions of businesses, for 1999, 1998
and 1997 were $26.0 million, $26.7 million and $9.1 million, respectively. In
1999, 1998 and 1997, proceeds from the sale of property, plant and equipment
totaled $1.1 million, $3.6 million and $197,000, respectively. Investing
activities in 1999 also included $1.6 million from the sale of an investment.
Investing activities in 1997 also included $4.2 million from insurance proceeds
related to covered losses associated with one of our processing and distribution
facilities.

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<PAGE> 36

Cash Provided by Financing Activities. Cash provided by financing
activities was $23.0 million in the 2000 period. In the 2000 period, cash flows
from financing activities included an increase in outstanding checks in excess
of deposits of $12.7 million, net borrowings of $15.0 million on our revolving
credit facility, $3.5 million of proceeds from industrial revenue bonds issued
to finance the construction of a new produce-processing facility and proceeds of
$4.4 million from the exercise of stock options. In the 2000 period, cash used
by financing activities included $0.6 million of principal payments on long-term
debt and $11.9 million paid by us to repurchase shares of our common stock in
the open market for use in connection with our employee benefit plans.

Cash used in financing activities was $7.4 million in 1999, cash provided
by financing activities was $26.7 million in 1998 and cash provided by financing
activities was $33.9 million in 1997. Financing activities included net
borrowings in 1999 of $13.3 million, net repayments in 1998 of $26.6 million and
net borrowings in 1997 of $27.2 million under our revolving credit facility.
Financing activities in 1999 also included a decrease in outstanding checks in
excess of deposits of $20.1 million, principal payments on long-term debt of
$9.2 million and $1.0 million distributed to the former shareholders of
NorthCenter prior to its merger with one of our subsidiaries. Finally, in 1999,
we received cash flows of $5.0 million from the exercise of stock options and
proceeds of $4.6 million from the issuance of industrial revenue bonds to
finance the construction of a new produce-processing facility. Cash flows from
financing activities in 1998 included an increase in outstanding checks in
excess of deposits of $10.8 million and $1.8 million from the exercise of stock
options. Financing activities in 1998 also included repayment of promissory
notes totaling $7.3 million, payments on long-term debt of $1.6 million, and
$451,000 distributed to the former shareholders of NorthCenter. Lastly, we
received proceeds of $50.0 million from the issuance of our 6.77% senior notes
in May 1998.

On March 5, 1999, we entered into an $85.0 million revolving credit
facility with a group of commercial banks that replaced our existing $30.0
million credit facility. In addition, we entered into a $5.0 million working
capital line of credit with the lead bank of the group. Collectively, these two
facilities are referred to as the "Credit Facility." The Credit Facility expires
in March 2002. Approximately $50.0 million was outstanding under the Credit
Facility at September 30, 2000. The Credit Facility also allows the issuance of
up to $10.0 million of standby letters of credit. At September 30, 2000, we were
liable for $5.9 million of outstanding letters of credit that reduce amounts
available under the Credit Facility. At September 30, 2000, we had $34.1 million
available under the Credit Facility, subject to compliance with customary
borrowing conditions. The Credit Facility bears interest at LIBOR plus a spread
over LIBOR, which varies based on the ratio of our funded debt to total capital.
At September 30, 2000, borrowings under the Credit Facility bore interest at
7.11% per annum. Additionally, the Credit Facility requires the maintenance of
certain financial ratios as defined in the credit agreement.

On March 19, 1999, one of our subsidiaries issued $9.0 million of
industrial revenue bonds to finance the construction of a produce-processing
facility. Approximately $8.1 million of the proceeds from these bonds had been
used as of September 30, 2000, and were reflected on our condensed consolidated
balance sheet as of September 30, 2000. Interest varies as determined by the
remarketing agent for the bonds and was approximately 5.60% per annum at
September 30, 2000. The bonds are secured by a letter of credit issued by a
commercial bank and are due in March 2019.

During the third quarter of 1999, we increased our master operating lease
facility from $42.0 million to $47.0 million. This facility is being used to
construct four distribution centers. Two of these distribution centers became
operational in early 1999, one became operational in the second quarter of 2000,
and the remaining property is scheduled to become operational in the first
quarter of 2001. Under this facility, the lessor owns the distribution centers,
incurs the related debt to construct the properties and thereafter leases each
property to us. We have entered into leases for three of the properties and have
also entered into a commitment to lease the fourth property for a period
beginning upon completion of that property. All of these leases end on September
12, 2002, including extensions. Upon the expiration of the leases, we may seek
to renew the leases. If we are unable to or choose not to renew the leases, we
have the option of selling the properties to third parties or purchasing the
properties at their original cost. If the properties are sold to third parties
for less than 88% of their aggregate original cost, we are obligated,

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<PAGE> 37

under a residual value guarantee, to pay the lessor an amount equal to the
shortfall. There can be no assurance that we will be able to renew the leases or
sell the properties to third parties, and we will require substantial additional
financing if we are required to purchase these properties upon the expiration of
the master operating lease facility. Because of the location and condition of
each property, we believe that the fair value of the properties included in this
facility could eliminate or substantially reduce our exposure under the residual
value guarantee, although there can be no assurance that we will not be required
to make payments to satisfy this guarantee. Through September 30, 2000,
construction expenditures by the lessor under this facility were approximately
$40.7 million.

On June 9, 2000, we entered into a $60.0 million master operating lease
facility to construct or purchase various office buildings and distribution
centers. As of November 15, 2000, one distribution center had been purchased and
construction of one office building had begun under this facility. Under this
facility, the lessor owns the properties, incurs the related debt to construct
or purchase the properties and thereafter leases each property to us. We have
entered into a commitment to lease each property for a period beginning upon the
completion of construction or acquisition of that property and ending on June 9,
2005. Upon the expiration of the leases, we may seek to renew the leases. If we
are unable to or choose not to renew the leases, we have the option to sell the
properties to third parties or purchase the properties at their original cost.
If the properties are sold to third parties for less than 85% of their aggregate
original cost, we are obligated, under a residual value guarantee, to pay the
lessor an amount equal to the shortfall. There can be no assurance that we will
be able to renew the leases or sell the properties to third parties, and we will
require substantial additional financing if we are required to purchase these
properties upon the expiration of the master operating lease facility. Because
of the location and condition of the existing property, we believe that the
anticipated fair value of the property could eliminate or substantially reduce
our exposure under the residual value guarantee with respect to that property.
However, there can be no assurance that we will not be required to make payments
to satisfy this guarantee either with respect to the existing property or any
other properties which may be constructed or purchased in the future under this
facility. Through September 30, 2000, construction expenditures by the lessor
under this facility were approximately $6.0 million.

In May 1998, we issued $50.0 million of unsecured 6.77% senior notes in a
private placement. These notes are due May 8, 2010. Interest is payable
semi-annually. The senior notes require the maintenance of certain financial
ratios as defined in the note agreements. Proceeds of the issue were used to
repay amounts outstanding under our credit facilities and for general corporate
purposes.

On October 30, 2000, we signed a definitive agreement to acquire
Redi-Cut, a privately-owned fresh-cut produce processor with facilities in
Franklin Park, Illinois, a suburb of Chicago, and Kansas City, Missouri.
Redi-Cut, which provides fresh-cut produce to national quick-service restaurants
and other sectors of the "food-away-from-home" industry, had 1999 net sales of
approximately $113.3 million. The total consideration for the acquisition is
approximately $133.1 million, plus the assumption of approximately $7.0 million
in debt. We will pay approximately $115.6 million of the purchase price in cash
and the remaining approximately $17.5 million in shares of our common stock.
Additionally, the purchase price is subject to a post-closing adjustment based
upon a review of Redi-Cut's working capital as of the closing date. For
additional information regarding Redi-Cut and the terms of the acquisition, see
"Prospectus Supplement Summary-Recent Developments."

On October 23, 2000, we filed a shelf registration statement with the SEC
registering the sale of up to $300 million of debt or equity securities. This
offering is being made under that shelf registration statement.

We believe that cash flow from operations, borrowings under our credit
facilities, our master operating lease facilities and proceeds from the sale of
the common stock offered by this prospectus supplement will be sufficient to
fund our operations and capital expenditures for at least the next 18 months.
However, we will likely require additional sources of financing to the extent
that we make additional acquisitions in the future.

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BUSINESS COMBINATIONS

On February 26, 1999, we completed a merger with NorthCenter, in which
NorthCenter became our wholly-owned subsidiary. NorthCenter was a
privately-owned foodservice distributor based in Augusta, Maine, and had 1998
net sales of approximately $98 million. The merger was accounted for as a
pooling-of-interests and resulted in the issuance of approximately 850,000
shares of our common stock in exchange for all of the outstanding stock of
NorthCenter. Accordingly, our consolidated financial statements for periods
prior to the merger have been restated to include the accounts and results of
operations of NorthCenter.

On August 28, 1999, we acquired the common stock of Dixon, an
Atlanta-based privately owned processor of fresh-cut produce. Dixon has
operations in the southeastern and midwestern United States. Its operations have
been combined with our subsidiary Fresh Advantage, Inc. On August 31, 1999, our
subsidiary, AFI Foodservice Distributors, Inc., acquired certain net assets of
State Hotel Supply Company, Inc., a privately-owned meat processor based in
Newark, New Jersey. State Hotel provides Certified Angus Beef and other meats to
restaurants and food retailers in New York City and the surrounding region. On
December 13, 1999, our subsidiary, Virginia Foodservice Group, Inc., acquired
certain net assets of Nesson Meat Sales, a privately-owned meat processor based
in Norfolk, Virginia. Nesson supplies Certified Angus Beef and other meats to
restaurants and other foodservice operations in the Tidewater, Virginia area.
Together, Dixon, State Hotel and Nesson had 1998 net sales that contributed
approximately $100 million to our operations on an annualized basis. However,
there can be no assurances that this level of contribution will be sustained.

On August 4, 2000, we acquired the common stock of Carroll County, a
privately-owned, broadline foodservice distributor based in New Windsor,
Maryland. Carroll County provides products and services to traditional
foodservice accounts in a region that includes Baltimore, Maryland and
Washington, D.C. Carroll County had 1999 net sales of approximately $45.0
million. However, we can give no assurances as to the level of future net sales
by Carroll County. The aggregate consideration payable to the former
shareholders of Carroll County is subject to increase in certain circumstances.

In the 1999 period, we paid a total of approximately $15.8 million and
issued a total of approximately 304,000 shares of our common stock for the
acquisition of Dixon and State Hotel and to the former shareholders of AFFLINK,
AFI Food Service and Virginia Foodservice, which were acquired prior to 1999, as
a result of certain contractual obligations in those purchase agreements. In the
2000 period, we paid a total of approximately $8.8 million and issued a total of
approximately 235,000 shares of our common stock for the acquisition of Carroll
County and to the former shareholders of AFFLINK and Dixon as a result of
certain contractual obligations in those purchase agreements.

The acquisitions of Dixon, State Hotel, Nesson and Carroll County have
been accounted for using the purchase method; therefore, the acquired assets and
liabilities have been recorded at their estimated fair values at the dates of
acquisition. The excess of the purchase price over the fair value of tangible
net assets acquired in these acquisitions was approximately $28.8 million and is
being amortized on a straight-line basis over estimated lives ranging from 5 to
40 years.

On June 1, 1998, we acquired certain net assets related to the business
of AFFLINK, a privately-owned marketing organization based in Tuscaloosa,
Alabama. AFFLINK provides procurement and merchandising services for a variety
of paper, disposable and sanitation supplies to a number of independent
distributors. On July 27, 1998, we acquired certain net assets of Virginia
Foodservice based in Richmond, Virginia, a division of a privately-owned
foodservice distributor in which a member of our management has a minor
ownership interest. Virginia Foodservice is a foodservice distributor primarily
servicing traditional foodservice customers in the central Virginia market.
Collectively, these companies had 1997 net sales of approximately $69 million.

In 1998, the aggregate purchase price paid for the assets of AFFLINK and
Virginia Foodservice was approximately $23.9 million. An additional $5.5 million
was paid in the 1999 period to the former shareholders of Virginia Foodservice
and AFFLINK and an additional $1.7 million was paid in the 2000

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<PAGE> 39

period to the former shareholders of AFFLINK as a result of meeting certain
performance criteria under the purchase agreements. These purchases were
financed with proceeds from a credit facility.

The acquisitions of AFFLINK and Virginia Foodservice have been accounted
for using the purchase method. Therefore, the acquired assets and liabilities
have been recorded at their estimated fair values at the dates of acquisition.
The excess of the purchase price over the fair value of tangible net assets
acquired was approximately $31.1 million and is being amortized on a
straight-line basis over estimated lives ranging from 5 to 40 years.

As noted above, the consideration payable to the former owners of some of
the businesses we have acquired is subject to increase in certain circumstances.
We may be required to issue additional shares and make additional payments in
the future to the former owners of businesses we have acquired under these and
similar contractual provisions.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

During 1998, the Financial Accounting Standards Board, or FASB, issued
Statement of Financial Accounting Standards, or SFAS, No. 133, Accounting for
Derivative Instruments and Hedging Activity, which is effective for periods
beginning after June 15, 1999. In May 1999, FASB issued SFAS No. 137, Deferral
of the Effective Date of SFAS 133, Accounting for Derivative Instruments and
Hedging Activities. SFAS No. 137 delayed the effective date of SFAS No. 133 by
one year. In June 2000, the FASB issued SFAS No. 138, Accounting for Certain
Derivative Instruments and Hedging Activities, an Amendment of FASB Statement
No. 133. In September 2000, the FASB issued SFAS No. 140, Accounting for
Transfers and Servicing of Financial Assets and Extinguishment of Liabilities.
We will be required to adopt the provisions of these standards with our fiscal
year beginning on December 31, 2000. Management believes the effect of the
adoption of these standards will be limited to financial statement presentation
and disclosure and will not have a material effect on our financial condition or
results of operations.

QUARTERLY RESULTS AND SEASONALITY

Set forth below is certain summary information with respect to our
operations for the most recent eleven fiscal quarters. Historically, the
restaurant and foodservice business is seasonal, with lower sales in the first
quarter. Consequently, we may experience lower net sales during the first
quarter, depending on the timing of any acquisitions. Management believes our
quarterly net sales will continue to be impacted by the seasonality of the
restaurant business.

All of the fiscal quarters set forth below had 13 weeks, except for the
fourth quarter of 1998 which had 14 weeks. As a result, some of the variations
reflected in the fourth quarter of 1998 may be attributed to the length of that
quarter.

<TABLE>
<CAPTION>
2000
-----------------------------------------
1ST 2ND 3RD
QUARTER QUARTER QUARTER
----------- ----------- -----------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C>
Net sales.................................................. $579,750 $654,603 $693,137
Gross profit............................................... 77,409 86,979 93,223
Operating profit........................................... 7,564 12,388 15,139
Earnings before income taxes............................... 6,244 10,860 13,433
Net earnings............................................... 3,871 6,733 8,329
Basic net earnings per common share........................ 0.28 0.49 0.60
Diluted net earnings per common share...................... 0.27 0.47 0.57
Pro forma basic net earnings per common share(1)(2)........ 0.28 0.49 0.60
Pro forma diluted net earnings per common share(1)(2)...... 0.27 0.47 0.57
</TABLE>

(footnotes on following page)
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<PAGE> 40

<TABLE>
<CAPTION>
1999
--------------------------------------------
1ST 2ND 3RD 4TH
QUARTER QUARTER QUARTER QUARTER
-------- -------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C>
Net sales....................................... $466,378 $501,960 $534,583 $552,677
Gross profit.................................... 62,993 67,855 74,375 76,743
Operating profit................................ 6,280 10,076 12,109 10,876
Earnings before income taxes.................... 1,176 8,829 11,672 9,574
Net earnings.................................... 651 5,430 7,236 5,934
Basic net earnings per common share............. 0.05 0.40 0.52 0.42
Diluted net earnings per common share........... 0.05 0.39 0.50 0.41
Pro forma basic net earnings per common
share(1)(2)................................... 0.23 0.40 0.49 0.42
Pro forma diluted net earnings per common
share(1)(2)................................... 0.22 0.39 0.47 0.41
</TABLE>

<TABLE>
<CAPTION>
1998
--------------------------------------------
1ST 2ND 3RD 4TH
QUARTER QUARTER QUARTER QUARTER
-------- -------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C>
Net sales....................................... $375,170 $412,994 $445,018 $488,134
Gross profit.................................... 48,365 53,688 60,577 67,607
Operating profit................................ 4,978 8,194 9,349 9,070
Earnings before income taxes.................... 3,992 7,174 8,422 7,787
Net earnings.................................... 2,387 4,546 5,586 4,891
Basic net earnings per common share............. 0.18 0.34 0.42 0.36
Diluted net earnings per common share........... 0.17 0.33 0.40 0.35
Pro forma basic net earnings per common
share(1)(2)................................... 0.18 0.33 0.39 0.36
Pro forma diluted net earnings per common
share(1)(2)................................... 0.18 0.32 0.37 0.34
</TABLE>

(2) 1999 excludes a nonrecurring gain of $768,000 on the sale of an investment.

MARKET RISK

Our primary market risks are related to fluctuations in interest rates
and changes in commodity prices. Our primary interest rate risk is from changing
interest rates related to our long-term debt. We currently manage this risk
through a combination of fixed and floating rates on these obligations. For
fixed-rate debt, interest rate changes affect the fair market value of the debt
but do not impact earnings or cash flows. For floating-rate debt, interest rate
changes generally do not affect the fair market value of the debt but impact
earnings and cash flows, assuming other facts remain constant. As of September
30, 2000, our total debt consisted of fixed and floating rate debt of $50.0
million and $61.1 million, respectively. Substantially all of our floating rate
debt is based on LIBOR.

From time to time, we use forward swap contracts for hedging purposes to
reduce the effect of changing fuel prices. These contracts are recorded using
hedge accounting. Under hedge accounting, the gain or loss on the hedge is
deferred and recorded as a component of the underlying expense. As of September
30, 2000, we had no outstanding forward swap contracts.

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BUSINESS

We service our customers through three main operating segments:

- Fresh-cut. Our fresh-cut segment purchases, processes, packages and
distributes over 150 fresh produce offerings under our "Fresh
Advantage" label. Our fresh-cut operations are conducted at four
processing facilities, and our fresh-cut products are sold mainly to
third-party distributors for resale primarily to quick-service
restaurants such as Burger King, KFC, McDonald's, Pizza Hut, Taco Bell
and Subway located in the southeastern, southwestern and, to a limited
extent, midwestern United States. We will add two fresh-cut processing
facilities upon consummation of our pending acquisition of Redi-Cut.
Over the past three years, the operating profit margin, which we define
as operating profit as a percentage of net sales, of our fresh-cut
segment has been higher than those of our broadline and customized
segments. For example, in 1999, our fresh-cut segment had a 5.8%
operating profit margin, compared to operating profit margins of 2.6%
for our broadline distribution segment and 1.1% for our customized
distribution segment. Net sales of our fresh-cut segment accounted for
about 4.2% of our consolidated net sales in 1999, and grew at a
compound annual rate of 20.5% from 1995 through 1999.

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INDUSTRY OVERVIEW

The foodservice distribution business involves the purchasing,
warehousing, marketing and transportation of meats, poultry, refrigerated
products, frozen foods, dairy products, beverages and other food and non-food
items from manufacturers to a broad range of enterprises, including restaurants,
cafeterias, nursing homes, hospitals, other healthcare facilities and schools.
According to data compiled by a foodservice industry publication, the total net
sales for the U.S. foodservice distribution industry were approximately $154
billion in 1999, and grew at a compound annual rate of approximately 4.5% from
1995 through 1999.

The U.S. consumer food industry, which includes "food-at-home" and
"food-away-from-home" purchases, recorded net sales of approximately $760
billion in 1999 according to data compiled by an industry market research firm.
Within the consumer food industry, we believe that a shift has occurred from the
consumption of "food-at-home" to the purchase of "food-away-from-home," driven
by demographic, economic and lifestyle trends. According to data compiled by an
industry market research firm, from 1972 through 1999, consumer purchases of
"food-at-home" in the U.S. grew at a compound annual rate of approximately 5.7%,
while consumer purchases of "food-away-from-home" in the U.S. grew at a compound
annual rate of approximately 7.5%. Likewise, this data indicates that consumer
purchases of "food-away-from-home" grew from approximately 37.3% of total
consumer food purchases in the U.S. in 1972 to approximately 48.6% in 1999. We
believe the trends that have fueled the demand for "food-away-from-home" have
included the increase in the percentage of women in the workforce, growth in
dual-income and single-parent households, increased affluence of the aging
baby-boomer generation and consumer demand for convenience.

While the foodservice distribution industry is large and includes a
limited number of large distributors that have a significant market presence
nationwide or in one or two regions, we believe, based on data compiled by a
foodservice industry publication, that the industry remains fragmented, with an
estimated 2,850 companies in operation as of October 2000. We believe that many
of these companies are relatively small, privately-owned enterprises supplying a
limited range of products within local or regional markets. We believe that the
trend in the foodservice distribution industry has been toward consolidation of
small regional and local distributors through acquisition by larger
distributors. For example, according to data compiled by a foodservice industry
publication, the total net sales of the ten largest broadline distributors in
1999 together accounted for approximately 26.7% of the total net sales for the
U.S. foodservice distribution industry as a whole, compared to just 11.9% in
1985. We anticipate further consolidation as larger distributors continue to
pursue acquisitions in an effort to achieve economies of scale such as increased
buying power, increased efficiency of their distribution networks, increased
ability to leverage investments in information technology and elimination of
duplicative overhead expenses.

We believe that another avenue for growth in the foodservice distribution
industry is through the development and marketing of a specific foodservice
specialty. For example, we believe that the trend towards health-conscious
eating habits has resulted in the increased popularity of salad and fresh
vegetable offerings in quick-service and other chain restaurants. This increased
popularity has generated demand for fresh-cut produce. In addition, we believe
that a number of restaurants are seeking ways to increase product quality while
reducing labor costs. Technological innovations in the processing and packaging
of fresh-cut produce have enabled specialty produce processors to extend the
shelf life of their products while offering convenience and costs savings to
their customers.

GROWTH STRATEGIES

S-42
<PAGE> 43

Our key growth strategies are as follows:

Increase Broadline Sales to Existing Accounts and Within Existing
Markets. We seek to become a principal supplier for more of our broadline
distribution customers and to increase sales per delivery to those customers. We
believe that a higher penetration of our existing broadline distribution
accounts and markets will allow us to strengthen our relationships with our
current customers and to realize economies of scale driven by greater
utilization of our existing distribution infrastructure.

We believe that we can increase our penetration of the broadline
distribution customer base through focused sales efforts that leverage our
decentralized decision-making process, our distribution infrastructure and our
quality products and value-added services. We also believe that the typical
broadline customer in our markets uses one supplier for the majority of its
foodservice needs, but also relies upon a limited number of additional broadline
suppliers and specialty food suppliers. We believe those customers within our
existing markets for whom we are not the principal supplier represent an
additional market opportunity for us.

We seek to maintain our price competitiveness in the broadline
distribution segment by investing in technology aimed at enhancing our
purchasing leverage. We are currently implementing a program to standardize
product descriptions across our broadline information systems, which is intended
to allow us to enhance coordination of our buying activity and enable us to
improve our purchasing power. In addition, we are continuing to invest in
technology to provide our sales force with better information with which to
assist broadline customers and grow sales.

Increase Sales to Street Customers. Within our broadline segment, we
plan to focus on increasing sales to street customers, which typically generate
higher operating margins than our sales to chain accounts. We plan to increase
our penetration of the street customer base by leveraging our broad range of
products and value-added services and by continuing to invest in enhancing the
quality of our sales force through improvements in our hiring and training
efforts and in our utilization of technology. Our training programs and sales
compensation system are designed to encourage our sales force to grow sales to
new and existing street customers.

Increase Sales of Proprietary Brands. We seek to increase sales of our
proprietary brands, which typically generate higher margins than national
brands. We believe that our proprietary brands, which include Pocahontas,
Raffinato and Colonial Tradition, offer customers greater value than national
brands, and also allow us to reduce our purchasing cost compared to the higher
purchase prices typically associated with national brands. We also seek to
increase our sales of proprietary brands through our sales force training
program and sales compensation system.

Grow Our Customized Segment with Existing and Selected New Customers. We
seek to strengthen our existing customized distribution relationships by
continuing to provide quality products at competitive prices and by upgrading
our level of service through initiatives, such as electronic data transfer of
ordering, billing and inventory information, which help ensure on-time delivery
and more accurate filling of orders. We also seek to selectively add new
customers within the customized distribution segment. We believe that potential
customers include large chains that have traditionally relied on in-house
distribution networks and customers that are dissatisfied with their existing
distributor relationships, as well as new or growing restaurant chains that have
yet to establish a relationship with a primary chain foodservice distributor.

Become a Nationwide Leader in Fresh-cut Produce. We believe that our
pending acquisition of Redi-Cut represents an important step in the
implementation of our strategy to become a leading national foodservice
processor of fresh-cut produce. We intend to develop a national presence in the
fresh-cut produce segment by continuing to introduce innovative products, such
as our machine-processed diced and sliced tomato products, leveraging our core
products and building our customer base by capitalizing on our expertise in food
safety and preservation.

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<PAGE> 44

Increase Operating Efficiencies. We seek to increase our operating
efficiencies by continuing to invest in training- and technology-related
initiatives to provide increased productivity and value-added services. These
productivity-related initiatives include automated warehouse management systems
using radio frequency scanning for inventory put-away and selection and
computerized truck routing systems. In addition, we have developed and are
rolling out an Internet-based ordering system that allows customers to have
real-time access to product information, inventory levels and their purchasing
history.

Actively Pursue Strategic Acquisitions. Over the past decade, we have
supplemented our internal growth through selective, strategic acquisitions. We
believe that the consolidation trends in the foodservice distribution industry
will continue to present acquisition opportunities for us, and we intend to
continue to target acquisitions both in geographic markets that we already
serve, which we refer to as fold-in acquisitions, as well as in new markets. We
believe that fold-in acquisitions can allow us to increase the efficiency of our
operations by leveraging our fixed costs and driving more sales through our
existing facilities. New market acquisitions expand our geographic reach into
markets we do not currently serve, and can also allow us to leverage fixed
costs.

CUSTOMERS AND MARKETING

We believe that foodservice customers select a distributor based on
timely and accurate delivery of orders, consistent product quality, value-added
services and price. Value-added services include assistance in managing
inventories, planning menus and controlling costs through, among other means,
increased computer communications and more efficient deliveries. In addition, we
believe that some of our larger street and chain customers gain operational
efficiencies by dealing with one, or a limited number of, foodservice
distributors.

Street Customers. Our street customers include independent restaurants,
hotels, cafeterias, schools, healthcare facilities and other institutional
customers. We seek to increase our sales to street customers because, despite
the generally higher sales and delivery costs we incur in servicing these
customers, sales to street customers typically generate higher operating profit
margins than sales to chain customers. As of September 30, 2000, we supported
our sales to our street customers with more than 680 sales and marketing
representatives and product specialists. Our sales representatives service
customers in person or by telephone, accepting and processing orders, reviewing
account balances, disseminating new product information and providing business
assistance and advice where appropriate. Sales representatives are generally
compensated through a combination of commission and salary based on several
factors relating to profitability and collections. These representatives
typically use laptop computers to assist customers by entering orders, checking
product availability, and pricing and developing menu planning ideas on a
real-time basis.

Chain Customers. Our principal chain customers generally are franchisees
or corporate-owned units of family-dining, casual-theme and quick-service
restaurants. These customers include casual-dining restaurant concepts, such as
Cracker Barrel Old Country Store, Outback Steakhouse and TGI Friday's, as well
as a total of approximately 3,300 Burger King, Wendy's, Subway, KFC, Dairy
Queen, Popeye's and Church's quick-service restaurants. Our sales programs to
chain customers tend to be tailored to the individual customer and include a
more specialized product offering than the sales programs for our street
customers. Sales to chain customers are typically high volume, low gross margin
sales which require fewer, but larger, deliveries than those to street
customers. These programs offer operational and cost efficiencies for both the
customer and us, which can help compensate us for the lower gross margins. Our
chain customers are supported primarily by dedicated account representatives who
are responsible for ensuring that customers' orders are properly entered and
filled. In addition, more senior members of management assist in identifying
potential new chain customers and managing long-term account relationships. Two
of our chain customers, Cracker Barrel and Outback, account for a significant
portion of our consolidated net sales. Net sales to Cracker Barrel accounted for
16.3% of our consolidated net sales for the nine months ended September 30,
2000, and 17.3%, 18.0% and 20.5% of our consolidated net sales for 1999, 1998
and 1997, respectively. Net sales to Outback accounted for 16.6% of our
consolidated net sales for the nine months ended September 30, 2000, and 15.6%,
15.2% and 14.7% of our consolidated net sales for 1999,

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<PAGE> 45

1998 and 1997, respectively. No other chain customer accounted for more than
6.5% of our consolidated net sales in 1999.

Fresh-cut Customers. Our fresh-cut business provides processed produce,
including salads, sandwich lettuce and cut tomatoes, mainly to distributors for
resale to quick-service restaurants and other institutional accounts. We seek to
develop innovative products and processing techniques to reduce costs, improve
product quality and reduce price. Our customers for our fresh-cut products are
primarily other foodservice distributors who resell these products to a total of
more than 12,000 McDonald's, Taco Bell, Burger King, Pizza Hut, Subway and KFC
restaurants. Redi-Cut sells fresh-cut products to third-party distributors for
resale to quick-service restaurants, including McDonald's, KFC, Taco Bell, Pizza
Hut and Burger King, and also services several food product manufacturers such
as Hormel and McCormick as well as food retailers such as Jewel-Osco, a division
of Albertson's, and Dominick's, a division of Safeway.

PRODUCTS AND SERVICES

We distribute more than 25,000 national and proprietary brand food and
non-food products to a total of approximately 27,000 foodservice customers.
These items include a broad selection of "center-of-the-plate" entrees, canned
and dry groceries, frozen foods, refrigerated and dairy products, paper products
and cleaning supplies, fresh-cut produce, restaurant equipment and other
supplies. We also provide our customers with other value-added services which
are described below.

Proprietary Brands. We offer customers an extensive line of products
under various proprietary brands such as Pocahontas, Healthy USA, Premium
Recipe, Colonial Tradition, Raffinato, Gourmet Table, Brilliance and AFFLAB. The
Pocahontas brand name has been recognized in the food industry for over 100
years. Products offered under our various proprietary brands include canned and
dry groceries, table-top sauces, shortenings and oils, among others. Our
proprietary brands enable us to offer customers an alternative to comparable
national brands across a wide range of products and price points. For example,
the Raffinato brand consists of a line of premium pastas, cheeses, tomato
products, sauces and oils tailored for the Italian foods market segment, while
our Healthy USA brand is tailored to meet the needs of the health conscious
market segment. We seek to increase the sales of our proprietary brands, as they
typically carry higher margins than comparable national brand products. We also
believe that sales of our proprietary brands can help to promote customer
loyalty.

National Brands. We offer our customers a broad selection of national
brand products. We believe that national brands are attractive to chain accounts
and other customers seeking consistent product quality throughout their
operations. We believe that distributing national brands has strengthened our
relationship with many national suppliers that provide us with important sales
and marketing support. These sales complement sales of our proprietary brand
products.

Innovative Products. We believe that the ability to provide quality
products with an acceptable shelf life is key to the success of our fresh-cut
produce business. We offer fresh-cut products, such as pre-cut lettuce, onions
and green peppers, cole slaw, and diced, sliced and bulk tomatoes, that we
purchase, process and market under the Fresh Advantage label. As quick-service
restaurants seek to increase their profitability by reducing reliance on
labor-intensive tasks conducted on-site, we believe that there is an opportunity
for us to capture market share by introducing innovative products. For example,
we believe that sliced tomatoes are one of the few remaining produce items to
still be processed on-site in quick-service restaurants. We believe that sliced
tomatoes, when individually sliced by quick-service restaurant employees, are
generally characterized by inconsistent slice thickness, relatively high waste
and increased food-safety risk. To help resolve this problem, we have developed
equipment that allows us to process sliced tomatoes with consistently high
quality and to sell them at a price which we believe can allow quick-service
restaurants to realize savings when compared to the total costs of procurement
and on-site processing. Redi-Cut is also known for its track record of
introducing innovative products such as pre-cut fruit.

Value-added Services. We provide customers with other value-added
services in the form of assistance in managing inventories, menu planning and
improving efficiency. As described below, we also

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<PAGE> 46

provide procurement and merchandising services to approximately 170 independent
foodservice distributors and over 300 independent paper and janitorial supply
distributors, as well as to our own distribution network. These procurement and
merchandising services include negotiating vendor supply agreements and quality
assurance related to our proprietary and national brand products.

The following table sets forth the percentage of our consolidated net
sales by product and service category in 1999:

<TABLE>
<CAPTION>
PERCENTAGE OF
NET SALES
FOR 1999
-------------
<S> <C>
Center-of-the-plate......................................... 29%
Canned and dry groceries.................................... 22
Frozen foods................................................ 17
Refrigerated and dairy products............................. 13
Paper products and cleaning supplies........................ 7
Fresh-cut produce........................................... 6
Other produce............................................... 2
Equipment and supplies...................................... 2
Vending..................................................... 1
Procurement, merchandising and other services............... 1
---
Total............................................. 100%
===
</TABLE>

In 1999, fresh-cut produce represented 100% of Redi-Cut's combined net sales.

INFORMATION SYSTEMS

In our broadline distribution operations, we manage the ordering,
receiving, warehousing and delivery of over 25,000 products though our
Foodstar(R) software, which allows our customers to electronically place orders
with us and permits us to record sales, billing, and inventory information. The
software also aids in the timely and accurate financial reporting by our
subsidiaries to our corporate headquarters. Software development and maintenance
on this platform is managed on a centralized basis by our corporate information
technology staff. This platform is being enhanced to provide standardized
product descriptions to facilitate leveraging our purchasing volume across our
distribution network. In addition, we are implementing an automated warehouse
management system which uses radio frequency scanning to track products within
our distribution centers. This technology is intended to enhance productivity by
reducing errors in inventory put-away and selection. We have also implemented
truck routing software to optimize the distribution routes traveled by our
trucks in order to reduce excess mileage and improve the timeliness of customer
deliveries. Lastly, we have developed and are rolling out an Internet-based
ordering system which allows customers to have real-time access to product
information, inventory levels and their purchasing history.

In our customized distribution segment, we use a similar software
platform which has been customized to manage large, national accounts. This
system, which is managed centrally at our customized distribution headquarters,
provides product information across our customized distribution network and
facilitates item and menu changes by customers. We have also implemented
automated warehouse management systems and truck routing systems at all of our
customized distribution locations. Our customized distribution customers also
utilize our computer-to-computer ordering system, PFG Connection, to place
orders.

SUPPLIERS AND PURCHASING

We procure our products from independent suppliers, food brokers and
merchandisers, including our wholly owned subsidiary, Pocahontas Foods.
Pocahontas procures both nationally branded items as well

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<PAGE> 47

as items marketed under our proprietary brands. Independent suppliers include
large national and regional food manufacturers and consumer products companies,
meatpackers and produce shippers. We seek to enhance our purchasing power
through volume purchasing. Although each of our subsidiaries generally is
responsible for placing its own orders and can select the products that appeal
to its own customers, we encourage each subsidiary to participate in
company-wide purchasing programs, which enable it to take advantage of our
consolidated purchasing power. We were not dependent on a single source for any
significant item and no third-party supplier represented more than 4% of our
total product purchases during our 1999 fiscal year.

Pocahontas selects foodservice products for our Pocahontas, Healthy USA,
Premium Recipe, Colonial Tradition, Raffinato, Gourmet Table, Brilliance and
AFFLAB brands and markets these brands, as well as nationally branded
foodservice products, through our own distribution operations and to
approximately 170 independent foodservice distributors nationwide. For our
services, we receive marketing fees paid by vendors. More than 17,000 of the
products sold through Pocahontas are sold under our proprietary brands.
Approximately 550 vendors, located throughout the United States, supply products
through the Pocahontas distribution network. Because Pocahontas negotiates
purchase agreements on behalf of its independent distributors as a group, the
distributors that utilize the Pocahontas procurement and merchandising group can
enhance their purchasing power.

Our fresh-cut segment, as well as Redi-Cut, purchases produce from
several of the nation's leading produce growers in various locations, depending
on the season. Our fresh-cut segment and Redi-Cut often enter into short-term
contracts to purchase raw materials to help reduce supply risk and manage
exposure to fluctuations in costs.

OPERATIONS

Our subsidiaries have substantial autonomy in their operations, subject
to overall corporate management controls and guidance. Our corporate management
provides centralized direction in the areas of strategic planning, general and
financial management, sales and merchandising. Individual marketing efforts are
undertaken at the subsidiary level and most of our name recognition in the
foodservice business is based on the tradenames of our individual subsidiaries.
In addition, we have begun to associate these local identities with the
Performance Food Group name. Each subsidiary has primary responsibility for its
own human resources, governmental compliance programs, accounting, billing and
collection. Financial information reported by our subsidiaries is consolidated
and reviewed by our corporate management.

Distribution operations are conducted out of 21 distribution centers and
fresh-cut processing plants located in California, Florida, Georgia, Kansas,
Louisiana, Maine, Maryland, New Jersey, North Carolina, Tennessee, Texas and
Virginia. Customer orders are assembled in our distribution facilities and then
sorted, placed on pallets, and loaded onto trucks and trailers in delivery
sequence. Deliveries covering long distances are made in large tractor-trailers
that we generally lease. Deliveries within shorter distances are made in trucks
that we either own or lease. We service some of our larger chain customers using
dedicated trucks due to the relatively large and consistent deliveries and the
geographic distribution of these customers. The trucks and delivery trailers we
use have separate temperature-controlled compartments. We utilize a computer
system to design efficient route sequences for the delivery of our products.

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<PAGE> 48

The following table summarizes certain information for our principal
operating divisions and for Redi-Cut:

<TABLE>
<CAPTION>
APPROX.
NUMBER OF
CUSTOMER
LOCATIONS
LOCATION OF CURRENTLY
NAME OF SUBSIDIARY/DIVISION PRINCIPAL REGION(S) FACILITIES SERVED MAJOR CUSTOMERS
--------------------------- ------------------- --------------- --------- -----------------------
<S> <C> <C> <C> <C>
BROADLINE DISTRIBUTION:
AFI Food Service New Jersey and New Elizabeth, NJ 2,200 Restaurants, healthcare
Distributors York City facilities and schools
metropolitan area

AFFLINK Nationwide Tuscaloosa, AL 340 Independent paper
distributors

Caro Foods South Houma, LA 1,600 Wendy's, Popeye's,
Church's and other
restaurants, healthcare
facilities and schools

Carroll County Foods Baltimore, MD and New Windsor, MD 1,300 Restaurants, healthcare
Washington, D.C. facilities and schools
area

PFG-Florida Florida Tampa, FL 1,800 Restaurants, healthcare
facilities and schools

PFG-Hale Tennessee, Virginia Morristown, TN 1,000 Restaurants, healthcare
and Kentucky facilities, and schools

PFG-Lester Broadline South Lebanon, TN 2,000 Wendy's and other
restaurants, healthcare
facilities and schools

PFG-Milton's South and Southeast Atlanta, GA 5,000 Subway, Zaxby's and
other restaurants,
healthcare facilities
and schools

NorthCenter Maine Augusta, ME 3,000 Restaurants, healthcare
facilities and schools

Performance Food Group of South and Southwest Temple, TX 5,100 Popeye's, Church's
Texas Victoria, TX Subway, KFC, Dairy
Queen, Burger King and
other restaurants,
healthcare facilities
and schools

Pocahontas Foods, USA Nationwide Richmond, VA 170 Independent foodservice
distributors and
vendors

PFG-Powell Georgia, Florida Thomasville, GA 2,500 Restaurants, healthcare
and Alabama facilities and schools

Virginia Foodservice Virginia Richmond, VA 1,000 Texas Steakhouse and
Group other restaurants and
healthcare facilities
</TABLE>

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<PAGE> 49

<TABLE>
<CAPTION>
APPROX.
NUMBER OF
CUSTOMER
LOCATIONS
LOCATION OF CURRENTLY
NAME OF SUBSIDIARY/DIVISION PRINCIPAL REGION(S) FACILITIES SERVED MAJOR CUSTOMERS
--------------------------- ------------------- --------------- --------- -----------------------
<S> <C> <C> <C> <C>
CUSTOMIZED DISTRIBUTION:
PFG Customized Nationwide Lebanon, TN 1,800 Cracker Barrel, Outback
Distribution Gainesville, FL Steakhouse, TGI
McKinney, TX Friday's and other
Belcamp, MD restaurants
Bakersfield, CA
FRESH-CUT PRODUCE:

Fresh Advantage Southeast, Kansas City, KS 40 Distributors who resell
Southwest and, to a Raleigh, NC our products primarily
limited extent, Grand Prairie, to approximately 12,000
Midwest TX Carrollton, chain restaurant
GA locations, including
Burger King, KFC,
McDonald's, Pizza Hut,
Taco Bell and Subway

Redi-Cut Midwest Franklin Park, 170 Distributors, who
IL Kansas City, resell products
MO primarily to
approximately 8,600
chain restaurant
locations, including
Burger King, KFC,
McDonald's, Pizza Hut
and Taco Bell, and
other foodservice and
retail customers
</TABLE>

COMPETITION

The foodservice distribution industry is highly competitive. We compete
with numerous smaller distributors on a local level, as well as with a limited
number of national foodservice distributors. Some of these distributors have
substantially greater financial and other resources than we do. Bidding for
contracts or arrangements with customers, particularly chain and other large
customers, is highly competitive and distributors may market their services to a
particular customer over a long period of time before they are invited to bid.
In the fresh-cut produce area of our business, competition comes mainly from
smaller processors, although we encounter intense competition from larger
national and regional processors when selling produce to chain restaurants. We
believe that most purchasing decisions in the foodservice business are based on
the distributor's ability to completely and accurately fill orders and to
provide timely deliveries, on the quality of the product, and on price. Our
failure to compete successfully could have a material adverse effect on our
business, operating results and financial condition.

REGULATION

Our operations are subject to regulation by state and local health
departments, the U.S. Department of Agriculture and the Food and Drug
Administration, which generally impose standards for product quality and
sanitation. Our facilities are generally inspected at least annually by state
and/or federal authorities. In addition, we are subject to regulation by the
Environmental Protection Agency with respect to the disposal of waste water and
the handling of chemicals used in cleaning.

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<PAGE> 50

Our relationship with our fresh food suppliers with respect to the
grading and commercial acceptance of product shipments is governed by the
Federal Produce and Agricultural Commodities Act, which specifies standards for
sale, shipment, inspection and rejection of agricultural products. We are also
subject to regulation by state authorities for accuracy of our weighing and
measuring devices.

Some of our distribution facilities have underground and above-ground
storage tanks for diesel fuel and other petroleum products which are subject to
laws regulating such storage tanks. These laws have not had a material adverse
effect on our results of operations or financial condition.

Our trucking operations are regulated by the Surface Transportation Board
and the Federal Highway Administration. In addition, interstate motor carrier
operations are subject to safety requirements prescribed by the U.S. Department
of Transportation and other relevant federal and state agencies. Such matters as
weight and dimension of equipment are also subject to federal and state
regulations. Management believes that we are in substantial compliance with
applicable regulatory requirements relating to our motor carrier operations. Our
failure to comply with the applicable motor carrier regulations could result in
substantial fines or revocation of our operating permits.

INTELLECTUAL PROPERTY

Except for the Pocahontas and Fresh Advantage tradenames, we do not own
or have the right to use any patent, trademark, tradename, license, franchise or
concession, the loss of which would have a material adverse effect on our
results of operations or financial condition.

In connection with our fresh-cut processing, we rely heavily on certain
proprietary machinery and processes which are used to prepare some of our
products. Although we believe that the cost and complexity of our machinery has
been and will continue to be a barrier to entry to other potential competitors
in the fresh-cut segment, we have not protected the machinery or processes
through patents or other methods. As a result, some of our existing or potential
competitors could develop similar machinery or processes. If this occurred, it
could substantially increase competition in the fresh-cut segment, thereby
reducing prices and materially adversely affecting our results of operations in
this segment.

LEGAL PROCEEDINGS

In April 1999, Maxwell Chase Technologies, LLC filed suit against our
Fresh Advantage subsidiary. The lawsuit alleges, among other things, patent
infringement and theft of trade secrets in the development and use of packaging
materials used in our fresh-cut produce operations. Maxwell seeks to recover
compensatory and other damages, as well as lost profits. We are vigorously
defending this action and have filed a counterclaim against Maxwell. We believe
that Maxwell's allegations are without merit and that it is unlikely the outcome
will have a material adverse effect on us. However, there can be no assurance
that this matter, if decided unfavorably for us, will not have a material
adverse effect on our results of operations.

In addition to the matter described above, we are also involved in other
legal proceedings and litigation arising in the ordinary course of business. In
the opinion of management, the outcome of the other proceedings and litigation
currently pending will not have a material adverse effect on our results of
operations. Please review "Risk Factors -- Product liability claims could have
an adverse effect on our business" for information about a lawsuit involving
Redi-Cut.

EMPLOYEES

As of September 30, 2000, we had approximately 4,820 full-time employees,
including approximately 1,500 in management, administration, marketing and sales
and the remainder in operations. As of September 30, 2000, approximately 100 of
our employees were represented by a union or a collective bargaining unit. We
have entered into two collective bargaining agreements with respect to our
unionized employees. Agreements with respect to 80 and 20 of our union employees
expire in June 2001 and December 2003, respectively. We consider our employee
relations to be satisfactory.

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<PAGE> 51

As of September 30, 2000, Redi-Cut had approximately 770 full-time
employees, including 25 in management, marketing and sales and the remainder in
operations. As of September 30, 2000, approximately 510 of Redi-Cut's employees
were represented by a union or a collection bargaining unit. Redi-Cut has
entered into three collective bargaining and similar agreements with respect to
its unionized employees. Agreements with respect to 478, 4 and 28 of its
unionized employees expire in October 2002, April 2003 and November 2003,
respectively.

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<PAGE> 52

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth certain information concerning our
directors and executive officers as of November 20, 2000:

<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Robert C. Sledd................................. 47 Chairman, Chief Executive Officer and Director
C. Michael Gray................................. 50 President, Chief Operating Officer and Director
Roger L. Boeve.................................. 62 Executive Vice President and Chief Financial
Officer
Thomas Hoffman.................................. 61 Senior Vice President
John D. Austin.................................. 39 Corporate Treasurer and Secretary
John R. Crown................................... 54 Broadline Regional President
Joseph Paterak.................................. 49 Broadline Regional President
Charles E. Adair(1)(2).......................... 52 Director
Fred C. Goad, Jr.(1)(2)......................... 60 Director
Timothy M. Graven(1)(2)......................... 49 Director
H. Allen Ryan................................... 58 Director
John E. Stokely(1)(2)........................... 48 Director
</TABLE>

---------------
(1) Member of the Audit Committee of the Board of Directors.

(2) Member of the Compensation Committee of the Board of Directors.

Robert C. Sledd has served as Chairman of the Board of Directors since
February 1995 and has served as Chief Executive Officer and a director of
Performance Food Group since 1987. Mr. Sledd served as President of Performance
Food Group from 1987 to February 1995. Mr. Sledd has served as a director of
Taylor & Sledd Industries, Inc., a predecessor of Performance Food Group, since
1974, and served as President and Chief Executive Officer of that company from
1984 to 1987. Mr. Sledd also serves as a director of SCP Pool Corporation, a
supplier of swimming pool supplies and related products.

C. Michael Gray has served as President and Chief Operating Officer of
Performance Food Group since February 1995 and has served as a director of
Performance Food Group since 1992. Mr. Gray served as President of Pocahontas
Foods USA, Inc., a wholly-owned subsidiary of Performance Food Group, from 1981
to 1995. Mr. Gray had been employed by Pocahontas since 1975, serving as
Marketing Manager and Vice President of Marketing. Prior to joining Pocahontas,
Mr. Gray was employed by the Kroger Company as a produce buyer.

Roger L. Boeve has served as Executive Vice President and Chief Financial
Officer of Performance Food Group since 1988. Prior to that, Mr. Boeve served as
Executive Vice President and Chief Financial Officer for The Murray Ohio
Manufacturing Company and as Corporate Vice President and Treasurer for Bausch
and Lomb. Mr. Boeve is a certified public accountant.

Thomas Hoffman has served as Senior Vice President of Performance Food
Group since February 1995. Mr. Hoffman has also served as President of Kenneth
O. Lester Company, Inc., a wholly owned subsidiary of Performance Food Group,
since 1989. Prior to joining Performance Food Group in 1989, Mr. Hoffman served
in executive capacities at Booth Fisheries Corporation, a subsidiary of Sara Lee
Corporation, as well as C.F.S. Continental, Miami and International Foodservice,
Miami, two foodservice distributors.

John D. Austin has served as Secretary of Performance Food Group since
March 2000 and as Corporate Treasurer of Performance Food Group since 1998. Mr.
Austin served as Corporate Controller of Performance Food Group from 1995 to
1998. From 1991 to 1995, Mr. Austin was Assistant Controller for General Medical
Corporation. Prior to that, Mr. Austin was an accountant with Deloitte & Touche
LLP. Mr. Austin is a certified public accountant.

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John R. Crown has served as Broadline Regional President of Performance
Food Group since January 1999. Mr. Crown served as Vice President, Business
Development of Performance Food Group from January 1997 to January 1999. From
1987 to 1996, Mr. Crown served as President of Burris Retail Food Systems, a
subsidiary of Burris Foods, Inc., and as Executive Vice President and General
Manager of Institution Food House. Mr. Crown is immediate past Chairman of the
National Frozen Food Association and a member of the board of Food Distributors
International, two food industry trade associations.

Joseph Paterak has served as Broadline Regional President of Performance
Food Group since January 1999. Mr. Paterak served as Vice President of
Performance Food Group from October 1998 to January 1999. From 1993 to September
1998, Mr. Paterak served as Market President of Alliant Foodservice, Inc.

Charles E. Adair has served as a director of Performance Food Group since
August 1993. Since 1993, Mr. Adair has been a partner in Cordova Ventures, a
venture capital management company. Mr. Adair is also the Chairman and founder
of Adair & Associates, Inc., a consulting and private investment firm founded in
1993. Mr. Adair was employed by Durr-Fillauer Medical, Inc., a distributor of
pharmaceuticals and other medical products, from 1973 to 1992, serving as
Executive Vice President from 1978 to 1981, as President and Chief Operating
Officer from 1981 to 1992, and as a director from 1976 to 1992. In addition, Mr.
Adair serves as a director of Tech Data Corporation, a distributor of
microcomputers and related hardware and software products. Mr. Adair is a
certified public accountant.

Fred C. Goad, Jr. has served as a director of Performance Food Group
since July 1993. Since June 1996, Mr. Goad has served as Co-Chief Executive
Officer and a director of ENVOY Corporation, a provider of electronic
transaction processing services for the health care industry. From June 1996
through March 1999, Mr. Goad served as Chairman of ENVOY. From 1985 to June
1996, Mr. Goad served as President and Chief Executive Officer and as a director
of ENVOY.

Timothy M. Graven has served as a director of Performance Food Group
since August 1993. Mr. Graven is the Managing Partner and co-founder of Triad
Investment Company, LLC, a private investment firm founded in 1995. Mr. Graven
previously served as President and Chief Operating Officer of Steel
Technologies, Inc. of Louisville, Kentucky, a steel processing company, from
March 1990 to November 1994, as its Executive Vice President and Chief Financial
Officer from May 1985 to March 1990 and as a director from 1982 to 1994. Mr.
Graven is also a certified public accountant.

H. Allen Ryan has served as a director of Performance Food Group since
May 2000. Mr. Ryan served as President of NorthCenter Foodservice Corporation
from 1982 to April 2000. Mr. Ryan is past Chairman of Nugget Distributors, Inc.,
a foodservice buying group, and the International Foodservice Distributors
Association. Mr. Ryan also serves on the Board of Directors of the Maine
Restaurant Association and the Board of Trustees of Thomas College in
Waterville, Maine. NorthCenter was the 1999 recipient of the ID Magazine Great
Distributor Organization Award.

John E. Stokely has served as a director of Performance Food Group since
April 1998. Since August 1999, Mr. Stokely has been self-employed as a business
consultant. Mr. Stokely was the President, Chief Executive Officer and Chairman
of the Board of Directors of Richfood Holdings, Inc., a retail food chain and
wholesale grocery distributor, from January 1997 until August 1999, when
Richfood was acquired by Supervalu Inc. Mr. Stokely served on the Board of
Directors and as President and Chief Operating Officer of Richfood from April
1995 to January 1997 and served as Executive Vice President and Chief Financial
Officer from 1990 to April 1995. Mr. Stokely also serves as a director of
Nash-Finch Company, a food wholesaler, and SCP Pool Corporation.

The Board of Directors has established an Audit Committee for the purpose
of recommending our auditors, reviewing the scope of their engagement,
consulting with the auditors, reviewing the results of the audit, acting as a
liaison between the Board and the auditors and reviewing various company
policies, including those related to accounting and internal control matters.
Messrs. Goad, Graven, Adair and Stokely comprise the Audit Committee.

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The Board of Directors has established a Compensation Committee for the
purpose of evaluating the performance of our officers, reviewing and approving
officers' compensation, formulating bonuses for our management and administering
our stock incentive plans. Messrs. Goad, Graven, Adair and Stokely comprise the
Compensation Committee.

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DESCRIPTION OF CAPITAL STOCK

Our authorized capital stock consists of 50,000,000 shares of common
stock and 5,000,000 shares of preferred stock. As of November 20, 2000, there
were:

- 14,109,957 shares of common stock issued and outstanding;

- 1,976,960 shares of common stock reserved for issuance under our stock
purchase plan and stock option plans; as of November 20, 2000, options
to purchase 1,553,431 shares of common stock were outstanding under our
stock option plans;

- no shares of preferred stock outstanding; and

- 1,000,000 shares of Series A Preferred Stock reserved for issuance upon
the exercise of rights, as described below, issued in connection with
our shareholder rights plan.

The following summary descriptions of selected provisions of our charter,
by-laws, common stock, preferred stock and shareholder rights plan are not
complete. These summaries are subject to, and are qualified entirely by, the
provisions of our charter, bylaws and rights agreement, all of which are
included or incorporated by reference as exhibits to the registration statement
of which the accompanying prospectus is a part. You should read our charter,
bylaws and rights agreement.

COMMON STOCK

The holders of our common stock are entitled to one vote per share on all
matters to be voted on by shareholders, including the election of directors.
Shareholders are not entitled to cumulative voting rights, and, accordingly, the
holders of a majority of the shares voting for the election of directors can
elect all of the directors then standing for election. In that event, the
holders of the remaining shares will not be able to elect any person to our
board of directors.

The holders of common stock are entitled to receive such dividends, if
any, as may be declared from time to time by our board of directors, in its
discretion, from funds legally available therefor and subject to prior dividend
rights of holders of any shares of preferred stock which may be outstanding.
However, it is the present policy of our board of directors not to pay cash
dividends. Furthermore, the terms of our Credit Facility and our 6.77% Senior
Notes restrict our ability to declare or pay dividends on our common stock. Upon
our liquidation or dissolution, subject to prior liquidation rights of the
holders of preferred stock and after payment or provision for all of our
indebtedness and other liabilities, the holders of common stock are entitled to
receive on a pro rata basis our remaining assets available for distribution. If
any shares of our authorized but unissued Series A Preferred Stock are issued,
the holders of those shares will be entitled to vote as a class with the holders
of our common stock and to receive dividends and other distributions, if any,
ratably with the holders of our common stock. See "Preferred Stock -- Series A
Preferred Stock" below. Holders of common stock have no preemptive rights, and
there are no conversion rights or redemption or sinking fund provisions with
respect to such shares. All shares of common stock being offered by this
prospectus supplement will be fully paid and not liable to further calls or
assessment by us.

PREFERRED SHARE PURCHASE RIGHTS

Each of our outstanding shares of common stock is entitled to one
preferred share purchase right, and each share of common stock we issue prior to
the exercisability date described below or earlier redemption or expiration of
the rights, including the shares to be issued in this offering, will be entitled
to one preferred share purchase right. Each right entitles the holder to
purchase from Performance Food Group, upon the occurrence of specified events,
1/100th of a share of our Series A Preferred Stock, which we refer to as the
Series A Preferred Stock, at an exercise price of $100 per 1/100th of a share of
Series A Preferred Stock, subject to adjustment. The terms of the rights are set
forth in a rights agreement between Performance Food Group and American Stock
Transfer Trust Company, as rights agent.

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Until the exercisability date, we will not issue separate certificates
evidencing the rights. Until that date, the right pertaining to a share of
common stock will be evidenced by the corresponding common stock certificate,
and each right will trade as a unit with a corresponding share of common stock.
The rights will detach from the common stock, we will issue separate rights
certificates and an exercisability date will occur upon the earlier of:

- subject to the exceptions described below, the 10th day following a
public announcement that an "acquiring person," which, subject to the
exceptions listed in the following sentence, includes a person or
"group" of affiliated or associated persons, has acquired or obtained
the right to acquire beneficial ownership of

(1) 20% or more of our then outstanding common stock, or

(2) 10% or more of our then outstanding common stock if the board of
directors of Performance Food Group, after reasonable inquiry and
investigation, declares the acquiring person to be an "adverse
person" after it determines that the acquiring person, alone or
with its affiliates or associates, has become the beneficial owner
of 10% or more of Performance Food Group's common stock and after
reasonable inquiry and investigation, the acquiring person's
ownership in Performance Food Group is reasonably likely to

(a) cause Performance Food Group to take action that would provide
the acquiring person with short-term financial gain to the
detriment of the long-term interests of Performance Food Group
and its shareholders,

(b) have a material adverse impact on the business or prospects of
Performance Food Group,

- the close of business on the day that a majority of our board of
directors so determines following the commencement by any person or
group of a tender offer or exchange offer.

The term "acquiring person" does not include:

- Performance Food Group, any subsidiary of Performance Food Group, any
employee benefit plan of Performance Food Group or any subsidiary of
Performance Food Group, or any trustee or fiduciary with respect to an
employee benefit plan of Performance Food Group or any of its
subsidiaries acting in that capacity, or

- any person who acquires common stock directly from Performance Food
Group, or

- any person who, as a result of the acquisition of common stock by
Performance Food Group which reduces the number of outstanding shares
of common stock, becomes the beneficial owner of 20% or more of our
common stock, provided that if that person becomes the beneficial owner
of any additional shares of common stock, then that person shall be
deemed to be an acquiring person.

The rights agreement provides that, until the exercisability date, or
earlier redemption or expiration of the rights, the rights will be transferred
with and only with the common stock. Until the exercisability date, or earlier
redemption or expiration of the rights, new common stock certificates issued
upon transfer or new issuances of common stock will contain a notation
incorporating the rights agreement by reference, and the transfer of any
certificates for common stock also will constitute the transfer of the rights
associated with the common stock represented by that certificate. As soon as
practicable following the exercisability date, separate certificates evidencing
the rights will be mailed to holders of record of the common stock as of the
close of business on the exercisability date, and the separate right
certificates alone will evidence the rights. Only common stock issued before the
exercisability date will be issued certificates for the rights under these
circumstances.

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The rights are not exercisable until the exercisability date. The rights
will expire on May 30, 2007 unless the expiration date is extended or unless the
rights are earlier redeemed or exchanged by Performance Food Group, in each case
as described below.

The exercise price payable for the Series A Preferred Stock and the
number of shares of Series A Preferred Stock or other securities or property
issuable upon exercise of the rights, as well as the number of rights
outstanding, are subject to adjustment from time to time pursuant to customary
antidilution provisions. The number of outstanding rights and the number of
shares of Series A Preferred Stock issuable upon exercise of each right are also
subject to adjustment in the event of a dividend or other distribution on the
common stock payable in common stock or in securities convertible into common
stock or subdivisions, consolidations or reclassifications of the common stock
occurring, in any of those cases, before the exercisability date.

If any person or group becomes an acquiring person, proper provision will
be made so that each holder of a right, other than rights beneficially owned by
the acquiring person or any of its affiliates or associates, which will become
null and void, will have the right to receive upon exercise of the right at the
then current exercise price, instead of shares of Series A Preferred Stock, that
number of shares of our common stock having a market value of two times the
exercise price of the right. If Performance Food Group does not have sufficient
common stock authorized but unissued and not reserved for other purposes to
permit the exercise in full of the rights, Performance Food Group will
substitute, for each share of common stock that would otherwise be issuable upon
exercise of a right, cash, a reduction in exercise price, other equity
securities, debt securities, other assets or any combination of the foregoing,
with the same market value as that share of common stock.

If, after a person or group has become an acquiring person, Performance
Food Group is acquired in a merger or other business combination transaction or
50% or more of its assets, cash flow or earning power are sold, proper provision
will be made so that each holder of a right, other than rights beneficially
owned by the acquiring person or any of its affiliates or associates, which will
become null and void, will have the right to receive, upon the exercise of the
right at its then current exercise price and instead of Series A Preferred
Stock, that number of shares of common stock of the acquiring company, or its
parent, which at the time of the transaction has a market value of two times the
exercise price of the right.

At any time after any person or group becomes an acquiring person and
before the acquisition by that person or group of 50% or more of our then
outstanding common stock, the Performance Food Group board of directors may
exchange the rights, in whole or in part, for common stock at an exchange ratio
of one share of common stock for each right, subject to adjustment. The
Performance Food Group board of directors will not exchange the rights owned by
the acquiring person or group or its or their associates or affiliates, which
will have become null and void.

We are not required to issue fractional shares of Series A Preferred
Stock upon exercise of the rights, other than fractions which are integral
multiples of 1/100th of a share of Series A Preferred Stock. Instead of issuing
fractional shares which are not integral multiples of 1/100th of a share of
Series A Preferred Stock, we will make an adjustment in cash based on the market
price of the shares of Series A Preferred Stock on the last trading day prior to
the date of exercise.

Upon approval by its board of directors, Performance Food Group may
redeem the rights in whole, but not in part, at any time before any person or
group becomes an acquiring person, at a price of $.001 per right. Immediately
upon the action of the board of directors ordering redemption of the rights, the
right to exercise the rights will terminate and the only right of the holders of
the rights will be to receive the redemption price specified above.

Until a right is exercised, the holder of the right, in its capacity as a
holder, will have no rights as a shareholder of Performance Food Group,
including, without limitation, the right to vote or to receive dividends.
Although the distribution of the rights will not be taxable to shareholders or
to Performance Food Group, shareholders may, depending upon the circumstances,
recognize taxable income in the event

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that the rights become exercisable for common stock of Performance Food Group or
other consideration, or for common stock of the acquiring company or its parent
as set forth above.

At any time prior to the exercisability date, the board of directors may
amend any provision of the rights agreement in any manner. Thereafter, the board
may amend the rights agreement in certain respects, including generally:

- to shorten or lengthen any time period under the rights agreement;

- to cure any ambiguity or to correct or supplement any provision which
may be defective or inconsistent with any other provision; or

- in any manner that the board of directors deems necessary or desirable,
so long as such amendment is consistent with and for the purpose of
fulfilling the objectives of the board of directors in originally
adopting the rights agreement.

Certain amendments (including changes to the redemption price, exercise price,
expiration date, or number of shares for which a right is exercisable), whether
prior to the exercisability date or thereafter, are permitted only upon approval
by a majority of the board of directors.

PREFERRED STOCK

Our charter and the Tennessee Business Corporation Act, or the TBCA, give
our board of directors the authority, without further shareholder action, to
issue a maximum of 5,000,000 shares of preferred stock. We have reserved
1,000,000 shares of Series A Preferred Stock to be issued upon the exercise of
rights issued in connection with our shareholder rights plan.

Our board of directors has the authority, without shareholder approval,
to create one or more series of preferred stock, to issue shares of preferred
stock up to the maximum number of shares of preferred stock authorized, and to
determine the preferences, rights, privileges and restrictions of any series,
including the dividend rights, voting rights, rights and terms of redemption and
liquidation preferences, if any, the number of shares constituting such series
and the designation of such series. The issuance of preferred stock by action of
the board of directors could adversely affect the voting power, dividend rights
and other rights of the holders of common stock. Issuance of a series of
preferred stock could also, depending on the terms of the series, either impede
or facilitate the completion of a merger, tender offer or other takeover
attempt. When issuing preferred stock, the board of directors could act in a
manner that would discourage an acquisition attempt or other transaction that
the shareholders might believe to be in our or our shareholders' best interests
or in which shareholders might receive a premium for their stock over the then
prevailing market price.

Series A Preferred Stock. Each 1/100th of a share of Series A Preferred
Stock, if issued, will have one vote per 1/100th of a share and, except as
otherwise required by law, the holders of Series A Preferred Stock and common
stock will vote together as a class on all matters submitted to a vote of our
shareholders. Subject to the prior and superior dividend rights of any other
series of our preferred stock, each holder of 1/100th of a share of Series A
Preferred Stock will be entitled to receive such dividends, if any, as may be
declared from time to time by our board of directors in its discretion, from
funds legally available therefor, in the same kind and in an amount per 1/100th
of a share of Series A Preferred Stock equal to the per share amount of all
dividends, if any, declared on our common stock. In the event of our liquidation
or dissolution and after payment or provision for our debts and other
liabilities, including the prior claims of the holders of any other series of
preferred stock, the holder of each 1/100th of a share of Series A Preferred
Stock shall be entitled to share in any assets remaining, ratably with the
holders of each share of our common stock. Holders of the Series A Preferred
Stock will have no preemptive rights. We may not redeem the Series A Preferred
Stock. In the event of any merger, combination, share exchange or other
transaction in which shares of our common stock are exchanged for or converted
into other securities, cash or property, each 1/100th of a share of Series A
Preferred Stock will be similarly exchanged for or converted into the same
amount of securities, cash or other property as each share of our common stock.
The rights of the holders of the Series A Preferred Stock to voting, dividends
and

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distributions on liquidation and in the event of mergers or share exchanges are
protected by customary anti-dilution provisions.

ANTI-TAKEOVER EFFECT OF OUR CHARTER AND BYLAW PROVISIONS

Our charter and bylaws contain certain provisions that could make it more
difficult to consummate an acquisition of Performance Food Group by means of a
tender offer, a proxy contest or otherwise.

Classified Board of Directors. Our charter and bylaws provide that our
board of directors is divided into three classes of directors, with the classes
as nearly equal in number as possible. As a result, approximately one-third of
our board of directors is elected each year. This classification of the board of
directors will make it more difficult for an acquirer or for other shareholders
to change the composition of our board of directors. The bylaws provide that the
number of directors will be no fewer than five nor more than 15, with the exact
number being fixed from time to time by the board of directors. Our charter also
provides that a director may be removed only for cause by vote of the holders of
a majority of the voting power of our outstanding voting shares. In addition,
the bylaws provide that, unless the charter provides otherwise (which our
charter does not), any vacancies in our board of directors will be filled either
by the shareholders or by our board of directors. If the remaining directors do
not constitute a quorum, our bylaws permit the vacancy to be filled by the
affirmative vote of a majority of the remaining directors, though less than a
quorum.

Shareholder Advance Notice Procedure. Our bylaws establish an advance
notice procedure for shareholders to make nominations of candidates for election
as directors or to bring other business before an annual meeting of the
shareholders. The shareholder notice procedure provides that only persons that
are nominated by the board of directors, or a duly authorized board committee,
or by a shareholder who has given timely written notice to the secretary of
Performance Food Group before the meeting at which directors are to be elected,
will be eligible for election as directors. This notice is required to include
specified information about the shareholder and each proposed director nominee,
a description of all arrangements or understandings between the shareholder and
each proposed nominee and any other persons pursuant to which the nominations
are to be made by the shareholders, other information regarding each proposed
nominee that would be required to be included in a proxy statement filed under
SEC rules and regulations, and the written consent of each proposed nominee to
serve as a director if elected. The shareholder notice procedure provides that
the only business that may be conducted at an annual meeting is business which
has been brought before the meeting by, or at the direction of, the board of
directors or by a shareholder who has given timely written notice to the
secretary of Performance Food Group. This notice is required to include a brief
description of the business desired to be brought before the meeting, any
financial interest of the shareholder in that business, and specified
information about the shareholder and the shareholder's ownership of Performance
Food Group's capital stock.

TENNESSEE ANTI-TAKEOVER LAW PROVISIONS

Provisions in Tennessee law could make it harder for someone to acquire
us through a tender offer, proxy contest or otherwise.

The Tennessee Business Combination Act provides that a party owning
shares equal to 10% or more of the voting power of any class or series of the
then outstanding voting stock of a "resident domestic corporation" is an
"interested shareholder." An interested shareholder also includes a party that
is an affiliate or associate, as defined in the Tennessee Business Combination
Act, of a "resident domestic corporation." Performance Food Group is currently a
resident domestic corporation within the meaning of

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this act. An interested shareholder cannot engage in a business combination with
the resident domestic corporation unless the combination:

- takes place at least five years after the interested shareholder first
acquired 10% or more of the voting power of any class or series of the
then outstanding voting stock of the resident domestic corporation; and

- either is approved by at least two-thirds of the non-interested voting
shares of the resident domestic corporation or satisfies fairness
conditions specified in the Tennessee Business Combination Act.

These provisions apply unless one of two events occurs:

- a business combination with an entity can proceed without delay when
approved by the target corporation's board of directors before that
entity becomes an interested shareholder; or

- the resident corporation may enact a charter amendment or bylaw to
remove itself entirely from the Tennessee Business Combination Act.
This charter amendment or bylaw amendment must be approved by a
majority of the shareholders who have held shares for more than one
year before the vote. In addition, the charter amendment or bylaw
cannot become operative until two years after the vote. We have not
adopted a charter amendment or bylaw to remove ourselves from the
Tennessee Business Combination Act.

The Tennessee Greenmail Act prohibits us from purchasing or agreeing to
purchase any of our securities, at a price higher than fair market value, from a
holder of 3% or more of any class of our securities who has beneficially owned
the securities for less than two years. We can, however, make this purchase if
the majority of the outstanding shares of each class of voting stock issued by
us approves the purchase or if we make an offer of at least equal value per
share to all holders of shares of the same class of securities as those held by
the prospective seller.

The Tennessee Control Share Acquisition Act strips a purchaser's shares
of voting rights any time an acquisition of shares in a Tennessee corporation
which has elected to be covered by the Tennessee Control Share Acquisition Act
(as we have) brings the purchaser's voting power to one-fifth, one-third or a
majority of all voting power. The purchaser's voting rights can be restored only
by a majority vote of the other shareholders. The purchaser may demand a meeting
of shareholders to conduct such a vote. The purchaser can demand a meeting for
this purpose before acquiring shares in excess of the thresholds described
above, which we refer to as a control share acquisition, only if it holds at
least 10% of the outstanding shares and announces a good faith intention to make
the acquisition of shares having voting power in excess of the thresholds stated
above. If a target corporation so elects prior to the date on which a purchaser
makes a control share acquisition, a target corporation may redeem the
purchaser's shares if the shares are not granted voting rights.

The effect of these provisions may make a change of control of us harder
by delaying, deferring or preventing a tender offer or takeover attempt that you
might consider to be in your best interest, including those attempts that might
result in the payment of a premium over the market price for our shares. They
may also promote the continuity of our management by making it harder for you to
remove or change the incumbent members of the board of directors.

LIMITATIONS ON LIABILITY AND INDEMNIFICATION OF DIRECTORS AND OFFICERS

The TBCA provides that a corporation may indemnify any of its directors
and officers against liability incurred in connection with a proceeding if:

- the director or officer acted in good faith;

- in the case of conduct in his or her official capacity with the
corporation, the director or officer reasonably believed such conduct
was in the corporation's best interest;

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- in all other cases, the director or officer reasonably believed that
his or her conduct was not opposed to the best interest of the
corporation; and

- in connection with any criminal proceeding, the director or officer had
no reasonable cause to believe that his or her conduct was unlawful.

In actions brought by or in the right of the corporation, however, the
TBCA provides that no indemnification may be made if the director or officer was
adjudged to be liable to the corporation. In cases where the director or officer
is wholly successful, on the merits or otherwise, in the defense of any
proceeding instituted because of his or her status as an officer or director of
a corporation, the TBCA mandates that the corporation indemnify the director or
officer against reasonable expenses incurred in the proceeding. The TBCA also
provides that in connection with any proceeding charging improper personal
benefit to an officer or director, no indemnification may be made if the officer
or director is adjudged liable on the basis that personal benefit was improperly
received. Notwithstanding the foregoing, the TBCA provides that a court of
competent jurisdiction, upon application, may order that an officer or director
be indemnified for reasonable expenses if, in consideration of all relevant
circumstances, the court determines that the individual is fairly and reasonably
entitled to indemnification, notwithstanding the fact that:

- the officer or director was adjudged liable to the corporation in a
proceeding by or in right of the corporation;

- the officer or director was adjudged liable on the basis that personal
benefit was improperly received by him or her; or

- the officer or director breached his or her duty of care to the
corporation.

Our charter provides that, to the fullest extent permitted by law, no
director shall be liable to us or our shareholders for monetary damages for
breach of any fiduciary duty as a director. Under the TBCA, this provision
relieves our directors from personal liability to us or our shareholders for
monetary damages for breach of fiduciary duty as a director, except for
liability arising from a judgment or other final adjudication establishing:

- any breach of the director's duty of loyalty;

- acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law; or

- any unlawful distributions.

We currently have in effect an executive liability insurance policy which
provides coverage for our directors and officers.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar of our common stock is American Stock
Transfer & Trust Company, 59 Maiden Lane, New York, New York 10038.

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SHARES ELIGIBLE FOR FUTURE SALE

If our shareholders sell substantial amounts of our common stock,
including shares issued upon the exercise of options, in the public market
following this offering, or if there is a perception that those sales may occur,
the market price of our common stock could fall. These sales also might make it
more difficult for us to sell equity or equity-related securities in the future
at a time and price we deem appropriate.

Upon completion of the offering and based on shares outstanding on
November 20, 2000, a total of 17,317,407 shares of our common stock will be
outstanding. This amount assumes that we will issue 407,450 shares to acquire
Redi-Cut, assuming an average market price for our common stock of $42.95 per
share, and that the underwriters do not exercise their over-allotment option.
All of our outstanding shares of common stock are, and all of the shares sold in
this offering will be, freely transferable without restriction or further
registration under the Securities Act of 1933, except for shares that are held
by our "affiliates," as that term is defined in Rule 144 under the Securities
Act of 1933, and except for some of the shares we have issued in acquisitions.

In general, under Rule 144 as currently in effect, a person, or persons
whose shares of common stock are aggregated, including persons who may be deemed
our affiliates, who has beneficially owned shares of our common stock for at
least one year is entitled to sell, within any three-month period, a number of
shares that is not more than the greater of:

- 1% of the number of shares of common stock outstanding as shown by the
most recent report or statement published by us, or approximately
141,100 shares of our common stock as of November 20, 2000; or

- the average weekly trading volume of the common stock on the Nasdaq
Stock Market's National Market during the four calendar weeks before a
notice of the sale on Form 144 is filed with the SEC.

Sales under Rule 144 are also subject to manner of sale provisions and notice
requirements and to the availability of current public information about us.

Under Rule 144(k), a person who is not deemed to have been one of our
affiliates at any time during the three months before a sale, and who has
beneficially owned the restricted shares for at least two years, is entitled to
sell the shares without complying with the manner of sale, public information,
volume limitation or notice provisions of Rule 144.

In general, under Rule 145 a person who was issued shares of our common
stock in connection with our acquisition of another business and who was an
affiliate of the acquired business before the transaction would be entitled to
resell those shares immediately upon receipt in accordance with the requirements
of Rule 144 described above other than the holding period and notice
requirements. That person would also be entitled, after a one-year holding
period and so long as that person is not our affiliate, to resell those shares
under Rule 145 without regard to the volume limitations, manner of sale and
notice provisions of Rule 144. If the person who received those shares was not
an affiliate of the acquired business before the transaction and is not our
affiliate after the transaction, that person would be entitled to freely
transfer those shares, immediately upon receipt, without complying with Rule
144.

We have registered a total of 3,500,000 shares of our common stock under
two shelf registration statements on Form S-4 that are in effect under the
Securities Act. These registration statements permit us to register under the
Securities Act of 1933 shares of common stock that we issue to owners of
businesses we acquire, and also permit certain recipients of those shares to
resell those shares in the public markets. We have issued a total of 2,050,035
shares under these registration statements to the former owners of acquired
businesses and expect to issue approximately 407,450 more shares, assuming an
average market price for our common stock of $42.95 per share, under one of
these registration statements to the owners of Redi-Cut. Of the shares that we
have issued under these registration statements, we do not know the exact number
of shares that have been resold by the original recipients. However, all of
these

S-62
<PAGE> 63

shares are eligible for resale by the original recipients in the public markets,
either without restriction, pursuant to Rule 145 or under one of these
registration statements. Under contractual provisions in acquisition agreements,
we have issued and in the future may be required to issue additional shares of
common stock to owners of an acquired business after the acquisition date. In
addition, part of our strategy is to grow through acquisitions and, to the
extent we use common stock to pay for future acquisitions, we will likely issue
additional shares under these or subsequent shelf registration statements.

All of our executive officers and directors, and the owners of Redi-Cut
who will receive shares of our common stock when we acquire Redi-Cut, have
agreed, with exceptions, that they will not sell or otherwise transfer any
shares of our common stock for 90 days after the date of this prospectus
supplement without first obtaining the written consent of Merrill Lynch, Pierce,
Fenner & Smith Incorporated. See "Underwriting."

As of November 20, 2000, 1,976,960 shares of our common stock were
reserved for issuance under our stock purchase plan and stock option plans, and
options to purchase 1,553,431 shares of our common stock were outstanding under
our stock option plans. We have filed registration statements on Form S-8
covering any shares of common stock which we may issue under these plans. We
anticipate that, in connection with our acquisition of Redi-Cut, we will issue
options to purchase approximately 50,000 shares of our common stock at an
exercise price equal to the fair market value of our common stock on the closing
date of the acquisition to employees of Redi-Cut. These options will be issued
under our stock option plans and will not vest until four years after they are
issued.

As of March 14, 2000, 925,611 shares of our common stock had been
allocated to participants under our employee stock ownership plan, or ESOP, all
of which shares are eligible for resale in the public market. These participants
exercise voting power over these shares. The remaining 355,568 shares of our
common stock held by our ESOP on March 14, 2000 were unallocated and are voted
by the ESOP's trustee at the direction of our board-appointed ESOP committee.
These shares, when allocated to trust participants, will also be eligible for
resale in the public market.

S-63
<PAGE> 64

U.S. TAX CONSEQUENCES TO NON-U.S. HOLDERS

The following is a general discussion of selected United States federal
income and estate tax consequences of the ownership and disposition of our
common stock. For purposes of the following discussion, a "non-U.S. holder" is
any beneficial owner of common stock other than a person that is for United
States federal income tax purposes:

- A citizen or resident of the United States;

- A corporation or partnership, or other entity treated as a corporation
or partnership for United States federal tax purposes, created or
organized in or under the laws of the United States, any state thereof
or the District of Columbia, other than a partnership that is not
treated as a United States person under any applicable United States
Treasury regulations;

- An estate whose income is subject to United States federal income tax
regardless of its source; or

- A trust, if a court within the United States is able to exercise
primary supervision over the administration of the trust and one or
more United States persons have the authority to control all
substantial decisions of the trust. In addition, some trusts treated as
United States persons for federal income tax purposes on August 20,
1996 may elect to continue to be so treated to the extent permitted in
applicable Treasury regulations and will not be non-U.S. holders if
they make such an election.

This discussion does not address all aspects of United States federal
income and estate taxes and does not deal with foreign, state and local
consequences that may be relevant to such holders of common stock in light of
their personal circumstances. Furthermore, this discussion is based on
provisions of the Internal Revenue Code of 1986, existing and proposed
regulations issued under the Internal Revenue Code and administrative and
judicial interpretations of the Internal Revenue Code and those regulations, all
as of the date of this prospectus supplement, and all of which are subject to
change. WE URGE EACH PROSPECTIVE PURCHASER OF OUR COMMON STOCK IN THIS OFFERING
TO CONSULT A TAX ADVISOR WITH RESPECT TO CURRENT AND POSSIBLE FUTURE TAX
CONSEQUENCES OF ACQUIRING, HOLDING AND DISPOSING OF OUR COMMON STOCK, AS WELL AS
ANY TAX CONSEQUENCES THAT MAY ARISE UNDER THE LAWS OF ANY U.S. STATE,
MUNICIPALITY OR OTHER TAXING JURISDICTION.

DIVIDENDS

We do not currently pay cash dividends on our common stock and the
present policy of our board of directors is to retain all available funds to
support our operations and to finance our expansion. However, to the extent that
we do pay any dividends in the future, dividends paid to a non-U.S. holder of
common stock generally will be subject to withholding of United States federal
income tax at a 30% rate or such lower rate as may be specified by an applicable
income tax treaty. However, dividends that are effectively connected with the
conduct of a trade or business by the non-U.S. holder within the United States
are not subject to withholding tax, but instead are subject to United States
federal income tax on a net income basis at applicable graduated individual or
corporate rates. Any such effectively connected dividends received by a foreign
corporation may, under some circumstances, be subject to an additional "branch
profits tax" at a 30% rate or such lower rate as may be specified by an
applicable income tax treaty.

Under current law, dividends paid to an address in a country outside the
United States are presumed to be paid to a resident of such country, unless the
payor has knowledge to the contrary, for purposes of the withholding tax
discussed above and, under the current interpretation of United States Treasury
regulations, for purposes of determining the applicability of a tax treaty rate.
Under final United States Treasury regulations issued on October 7, 1997,
effective for payments made after December 31, 2000, a non-U.S. holder of common
stock who wishes to claim the benefit of an applicable treaty rate and avoid
back-up withholding as discussed below, would be required to satisfy applicable
certification and other requirements. Currently, a non-U.S. holder must comply
with certification and disclosure

S-64
<PAGE> 65

requirements to be exempt from withholding under the effectively connected
income exemption discussed above.

A non-U.S. holder generally will not be subject to United States federal
income tax with respect to gain recognized on a sale or other disposition of our
common stock unless:

(1) The gain is effectively connected with a trade or business of the
non-U.S. holder in the United States;

(2) In the case of a non-U.S. holder who is an individual and holds the
common stock as a capital asset, the holder is present in the United
States for 183 or more days in the taxable year of the sale or other
disposition and certain other conditions are met;

(3) The non-U.S. holder is subject to tax under provisions of the
Internal Revenue Code regarding the taxation of U.S. expatriates; or

(4) We are or have been a "U.S. real property holding corporation" for
United States federal income tax purposes at any time within the
shorter of the five-year period preceding such disposition or the
period the non-U.S. holder held the common stock.

We have not determined whether we are or have been within the prescribed
period a "U.S. real property holding corporation" for federal income tax
purposes. If we are, have been or become a U.S. real property holding
corporation, so long as our common stock continues to be regularly traded on an
established securities market within the meaning of section 897(c)(3) of the
Internal Revenue Code, only a non-U.S. holder who holds or held, at any time
during the shorter of the five-year period preceding the date of disposition or
the holder's holding period, more than 5% of our common stock will be subject of
U.S. federal income tax on the disposition of the common stock.

An individual non-U.S. holder described in clause (1) above will be taxed
on the net gain derived from the sale under regular graduated United States
federal income tax rates. An individual non-U.S. holder described in clause (2)
above will be subject to a flat 30% tax on the gain derived from the sale, which
may be offset by United States capital losses, notwithstanding the fact that the
individual is not considered a resident of the United States. If a non-U.S.
holder that is a foreign corporation falls under clause (1) above, it will be
taxed on its gain under regular graduated United States federal income tax rates
and, in addition, may be subject to the branch profits tax equal to 30% of its
effectively connected earnings and profits, within the meaning of the Internal
Revenue Code, for the taxable year, as adjusted for specified items, unless it
qualifies for a lower rate under an applicable income tax treaty.

FEDERAL ESTATE TAX

Common stock owned or treated as owned by an individual who is not a
citizen or resident, as defined for either United States federal income or
estate tax purposes, of the United States at the time of death will be
includible in the individual's gross estate for United States federal estate tax
purposes unless an applicable estate tax treaty provides otherwise, and
therefore may be subject to United States federal estate tax.

INFORMATION REPORTING AND BACKUP WITHHOLDING TAX

We must report annually to the IRS and to each non-U.S. holder the amount
of dividends paid to that holder and the tax withheld with respect to those
dividends, regardless of whether withholding was required. Copies of the
information returns reporting those dividends and withholding also may be made
available to the tax authorities in the country in which the non-U.S. holder
resides under the provisions of an applicable income tax treaty.

S-65
<PAGE> 66

Under current law, backup withholding, which generally is a withholding
tax imposed at the rate of 31% on certain payments to persons that fail to
furnish certain information under the United States information reporting
requirements, generally will not apply to:

- Dividends paid to non-U.S. holders that are subject to withholding at
the 30% rate, or lower treaty rate, discussed above; or

- Dividends paid to a non-U.S. holder at an address outside the United
States, unless the payor has knowledge that the payee is a U.S. person.

Under the final United States Treasury regulations, however, a non-U.S. holder
generally will be subject to back-up withholding at a 31% rate unless it meets
applicable certification requirements.

Payment of the proceeds of a sale of common stock by or through a United
States office of a broker is subject to both backup withholding and information
reporting unless the beneficial owner certifies under penalties of perjury that
it is a non-U.S. holder, or otherwise establishes an exemption. In general,
backup withholding and information reporting will not apply to a payment of the
proceeds of a sale of common stock by or through a foreign office of a broker.
If, however, the broker is, for United States federal income tax purposes a U.S.
person, a controlled foreign corporation, or a foreign person that derives 50%
or more of its gross income for specified periods from the conduct of a trade or
business in the United States, those payments will be subject to information
reporting, but not backup withholding, unless:

- The broker has documentary evidence in its records that the beneficial
owner is a non-U.S. holder and other conditions are met; or

- The beneficial owner otherwise establishes an exemption.

Any amounts withheld under the backup withholding rules may be allowed as
a refund or a credit against the holder's United States federal income tax
liability if the required information is furnished to the IRS.

S-66
<PAGE> 67

UNDERWRITING

Merrill Lynch, Pierce, Fenner & Smith Incorporated and First Union
Securities, Inc. are acting as representatives of the underwriters named below.
Subject to the terms and conditions contained in a purchase agreement between us
and each of the underwriters, we have agreed to sell to the underwriters, and
the underwriters severally have agreed to purchase from us, the number of shares
listed opposite their names below.

<TABLE>
<CAPTION>
NUMBER
OF SHARES
UNDERWRITER ---------
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated................................... 987,500
First Union Securities, Inc................................. 987,500
BB&T Capital Markets, A division of Scott & Stringfellow.... 175,000
Salomon Smith Barney Inc.................................... 175,000
U.S. Bancorp Piper Jaffray Inc.............................. 175,000
William Blair & Company, L.L.C.............................. 100,000
Davenport & Company LLC..................................... 100,000
The Robinson-Humphrey Company, LLC.......................... 100,000
---------
Total.......................................... 2,800,000
=========
</TABLE>

The underwriters have agreed to purchase all of the shares sold under the
purchase agreement if any of these shares are purchased. If an underwriter
defaults, the purchase agreement provides that the purchase commitments of the
nondefaulting underwriters may be increased or the purchase agreement may be
terminated.

We have agreed to indemnify the underwriters against certain liabilities,
including liabilities under the Securities Act of 1933, or to contribute to
payments the underwriters may be required to make in respect of those
liabilities.

The underwriters are offering the shares, subject to prior sale, when, as
and if issued to and accepted by them, subject to approval of legal matters by
their counsel, and other conditions contained in the purchase agreement, such as
the receipt by the underwriters of officers' certificates and legal opinions.
The closing for the sale of the shares to be purchased by the underwriters is
conditioned on the contemporaneous closing of our acquisition of Redi-Cut. The
underwriters reserve the right to withdraw, cancel or modify offers to the
public and to reject orders in whole or in part.

COMMISSIONS AND DISCOUNTS

The underwriters have advised us that they propose initially to offer the
shares to the public at the initial public offering price listed on the cover
page of this prospectus supplement and to dealers at that price less a
concession not in excess of $1.29 per share. The underwriters may allow, and the
dealers may reallow, a discount not in excess of $.10 per share to other
dealers. After the initial public offering, the public offering price,
concession and discount may be changed.

The following table shows the public offering price, underwriting
discount and proceeds before expenses to Performance Food Group. This
information assumes either no exercise or full exercise by the underwriters of
their over-allotment option.

<TABLE>
<CAPTION>
PER SHARE WITHOUT OPTION WITH OPTION
--------- -------------- -----------
<S> <C> <C> <C>
Public offering price................. $41.00 $114,800,000 $132,020,000
Underwriting discount................. $2.15 $6,020,000 $6,923,000
Proceeds, before expenses, to
Performance Food Group.............. $38.85 $108,780,000 $125,097,000
</TABLE>

The expenses of this offering, not including the underwriting discount,
are estimated at $600,000 and are payable by Performance Food Group.

S-67
<PAGE> 68

OVER-ALLOTMENT OPTION

We have granted an option to the underwriters to purchase up to 420,000
additional shares at the initial public offering price less the underwriting
discount and less any dividends or distributions declared or paid by us on the
shares initially purchased by the underwriters but not on the shares to be
purchased upon exercise of the over-allotment option. The underwriters may
exercise this option for 30 days from the date of this prospectus supplement
solely to cover any over-allotments. If the underwriters exercise this option,
each underwriter will be obligated, subject to conditions contained in the
purchase agreement, to purchase a number of additional shares proportionate to
that underwriter's initial amount reflected in the above table.

NO SALES OF SIMILAR SECURITIES

We, our executive officers and directors and the owners of Redi-Cut who
will receive shares of our common stock in the Redi-Cut acquisition have agreed,
with exceptions, not to sell or transfer any common stock for 90 days after the
date of this prospectus supplement without first obtaining the written consent
of Merrill Lynch. Specifically, we and these other individuals have agreed not
to directly or indirectly

- offer, pledge, sell or contract to sell any common stock;

- sell any option or contract to purchase any common stock;

- purchase any option or contract to sell any common stock;

- grant any option, right or warrant for the sale of any common stock;

- lend or otherwise dispose of or transfer any common stock;

- request or demand that we file a registration statement related to the
common stock; or

- enter into any swap or other agreement that transfers, in whole or in
part, the economic consequence of ownership of any common stock,
whether any such swap or transaction is to be settled by delivery of
shares or other securities, in cash or otherwise.

This lockup provision applies to common stock and to securities
convertible into or exchangeable or exercisable for or repayable with common
stock. It also applies to common stock owned now or acquired later by the person
executing the agreement or for which the person executing the agreement has or
later acquires the power of disposition.

Our lock-up agreement contains exceptions which permit us to offer and
issue up to 600,000 shares, subject to adjustment for any stock splits or
similar events, of our common stock to acquire other businesses during the
lock-up period, so long as those shares are issued directly to the stockholders
or other owners of those businesses and the recipients of those shares enter
into lock-up agreements for the remainder of the lock-up period substantially
similar to the lock-up agreement entered into by our executive officers and
directors. Our lock-up agreement also contains exceptions that permit us to
issue shares of common stock upon the exercise of outstanding options, to issue
shares and options pursuant to employee benefit plans and to issue shares of
common stock in the Redi-Cut acquisition.

QUOTATION ON THE NASDAQ STOCK MARKET'S NATIONAL MARKET

The shares are quoted on the Nasdaq Stock Market's National Market under
the symbol "PFGC."

PRICE STABILIZATION AND SHORT POSITIONS

Until the distribution of the shares is completed, SEC rules may limit
the underwriters and selling group members from bidding for or purchasing our
common stock. However, the representatives may engage in transactions that
stabilize the price of the common stock, such as bids or purchases to peg, fix
or maintain that price.

S-68
<PAGE> 69

If the underwriters create a short position in the common stock in
connection with the offering, i.e., if they sell more shares than are listed on
the cover of this prospectus supplement, the representatives may reduce that
short position by purchasing shares in the open market. The representatives may
also elect to reduce any short position by exercising all or part of the
over-allotment option described above. Purchases of the common stock to
stabilize its price or to reduce a short position may cause the price of the
common stock to be higher than it might be in the absence of such purchases.

Neither we, nor any of the underwriters, makes any representation or
prediction as to the direction or magnitude of any effect that the transactions
described above may have on the price of our common stock. In addition, neither
we, nor any of the underwriters, makes any representation that the
representatives will engage in these transactions or that these transactions,
once commenced, will not be discontinued without notice.

PASSIVE MARKET MAKING

In connection with this offering, underwriters and selling group members
may engage in passive market making transactions in the common stock on the
Nasdaq Stock Market's National Market in accordance with Rule 103 of Regulation
M under the Securities Exchange Act during a period before the commencement of
offers or sales of common stock and extending through completion of the
distribution. A passive market maker must display its bid at a price not in
excess of the highest independent bid of that security. However, if all
independent bids are lowered below the passive market maker's bid, that bid must
then be lowered when specified purchase limits are exceeded.

NO PUBLIC OFFERING OUTSIDE THE UNITED STATES

No action has been or will be taken in any jurisdiction, except in the
United States, that would permit a public offering of the shares of common
stock, or the possession, circulation or distribution of this prospectus
supplement, the accompanying prospectus or any other material relating to our
company or shares of our common stock in any jurisdiction where action for that
purpose is required. Accordingly, the shares of our common stock may not be
offered or sold, directly or indirectly, and neither this prospectus supplement,
the accompanying prospectus nor any other offering material or advertisements in
connection with the shares of common stock may be distributed or published, in
or from any country or jurisdiction except in compliance with any applicable
rules and regulations of any such country or jurisdiction.

Purchasers of the shares offered by this prospectus supplement may be
required to pay stamp taxes and other charges in accordance with the laws and
practices of the country of purchase in addition to the offering price on the
cover page of this prospectus supplement.

INTERNET DISTRIBUTION OF PROSPECTUS

One or more of the underwriters will be facilitating Internet
distribution for this offering to certain of their Internet subscription
customers and may allocate a number of shares for sale to their online brokerage
customers. An electronic prospectus supplement together with an accompanying
electronic prospectus may be available on the websites maintained by one or more
of the underwriters. Other than the prospectus supplement and the accompanying
prospectus in electronic format, the information contained on the websites
maintained by any of the underwriters relating to this offering is not a part of
this prospectus supplement or the accompanying prospectus.

OTHER RELATIONSHIPS

Some of the underwriters and their affiliates have engaged in, and may in
the future engage in, investment banking, commercial banking and other
commercial dealings in the ordinary course of business with us. They have
received customary fees and commissions for these transactions. In particular,
an affiliate of First Union Securities, Inc. is the agent and a lender under our
Credit Facility and our two master operating lease facilities and another of
First Union's affiliates administers our 401(k) plan.

S-69
<PAGE> 70

LEGAL MATTERS

The legality of the securities offered by this prospectus supplement will
be passed upon for Performance Food Group by Bass, Berry & Sims PLC, Nashville,
Tennessee. Brown & Wood LLP, San Francisco, California will act as counsel for
the underwriters. Brown & Wood LLP will rely on Bass, Berry & Sims PLC as to all
matters of Tennessee law.

EXPERTS

The consolidated financial statements and the related financial statement
schedules of Performance Food Group Company and subsidiaries as of January 1,
2000 and January 2, 1999, and for each of the fiscal years in the three-year
period ended January 1, 2000, have been audited by KPMG LLP, independent
auditors, as stated in their reports, which have been included or incorporated
herein by reference, and have been included or incorporated in this prospectus
supplement in reliance upon those reports given upon the authority of that firm
as experts in accounting and auditing.

The combined financial statements of Redi-Cut Foods, Inc. and affiliated
companies as of and for the nine months ended September 30, 2000 have been
audited by KPMG LLP, independent auditors, as stated in their report, which has
been incorporated herein by reference, and have been incorporated in this
prospectus supplement in reliance upon that report given upon the authority of
that firm as experts in accounting and auditing.

S-70
<PAGE> 71

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
HISTORICAL CONSOLIDATED FINANCIAL STATEMENTS OF PERFORMANCE
FOOD GROUP COMPANY
Independent Auditors' Report................................ F-2
Consolidated Balance Sheets as of January 1, 2000 and
January 2, 1999........................................... F-3
Consolidated Statements of Earnings for each of the fiscal
years in the three year period ended January 1, 2000...... F-4
Consolidated Statements of Shareholders' Equity for each of
the fiscal years in the three year period ended January 1,
2000...................................................... F-5
Consolidated Statements of Cash Flows for each of the fiscal
years in the three year period ended January 1, 2000...... F-6
Notes to Consolidated Financial Statements.................. F-7
Independent Accountants' Review Report...................... F-21
Condensed Consolidated Balance Sheets as of September 30,
2000 (Unaudited) and January 1, 2000...................... F-22
Condensed Consolidated Statements of Earnings (Unaudited)
for the three-month and nine-month periods ended September
30, 2000 and October 2, 1999.............................. F-23
Condensed Consolidated Statements of Cash Flows (Unaudited)
for the nine-month periods ended September 30, 2000 and
October 2, 1999........................................... F-24
Notes to Unaudited Condensed Consolidated Financial
Statements................................................ F-25
</TABLE>

F-1
<PAGE> 72

INDEPENDENT AUDITORS' REPORT

The Board of Directors
Performance Food Group Company:

We have audited the accompanying consolidated balance sheets of
Performance Food Group Company and subsidiaries (the "Company") as of January 1,
2000 and January 2, 1999, and the related consolidated statements of earnings,
shareholders' equity and cash flows for each of the fiscal years in the
three-year period ended January 1, 2000. These consolidated financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated financial statements based on our
audits.

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

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Performance
Food Group Company and subsidiaries as of January 1, 2000 and January 2, 1999,
and the results of their operations and their cash flows for each of these
fiscal years in the three-year period ended January 1, 2000, in conformity with
generally accepted accounting principles.

/s/ KPMG LLP

Richmond, Virginia
February 7, 2000

F-2
<PAGE> 73

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
1999 1998
-------- --------
(DOLLAR AMOUNTS IN
THOUSANDS, EXCEPT
PER SHARE AMOUNTS)
<S> <C> <C>
ASSETS
Current assets:
Cash...................................................... $ 5,606 $ 7,796
Trade accounts and notes receivable, less allowance for
doubtful accounts of $4,477 and $3,891................. 119,126 110,372
Inventories............................................... 108,550 90,388
Prepaid expenses and other current assets................. 4,030 4,915
Deferred income taxes..................................... 5,570 808
-------- --------
Total current assets.............................. 242,882 214,279
Property, plant and equipment, net.......................... 113,930 93,402
Goodwill, net of accumulated amortization of $5,941 and
$3,593.................................................... 97,975 72,483
Other intangible assets, net of accumulated amortization of
$1,926 and $1,722......................................... 5,353 5,337
Other assets................................................ 1,905 2,211
-------- --------
Total assets...................................... $462,045 $387,712
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Outstanding checks in excess of deposits.................. $ 14,082 $ 33,589
Current installments of long-term debt.................... 703 797
Trade accounts payable.................................... 116,821 93,182
Accrued expenses.......................................... 36,751 23,431
Income taxes payable...................................... 3,646 --
-------- --------
Total current liabilities......................... 172,003 150,999
Long-term debt, excluding current installments.............. 92,404 74,305
Deferred income taxes....................................... 8,294 5,323
-------- --------
Total liabilities................................. 272,701 230,627
-------- --------
Shareholders' equity:
Preferred stock, $.01 par value; 5,000,000 shares
authorized; no shares issued, preferences to be defined
when issued............................................ -- --
Common stock, $.01 par value; 50,000,000 shares
authorized; 14,112,151 and 13,458,773 shares issued and
outstanding............................................ 141 135
Additional paid-in capital................................ 102,681 89,188
Retained earnings......................................... 88,857 70,631
-------- --------
191,679 159,954
Loan to leveraged employee stock ownership plan........... (2,335) (2,869)
-------- --------
Total shareholders' equity........................ 189,344 157,085
Commitments and contingencies (notes 4, 7, 8, 9, 10, 12, 13
and 15)
-------- --------
Total liabilities and shareholders' equity........ $462,045 $387,712
======== ========
</TABLE>

See accompanying notes to consolidated financial statements.
F-3
<PAGE> 74

CONSOLIDATED STATEMENTS OF EARNINGS

<TABLE>
<CAPTION>
1999 1998 1997
---------- ---------- ----------
(DOLLAR AMOUNTS IN THOUSANDS,
EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C>
Net sales.............................................. $2,055,598 $1,721,316 $1,331,002
Cost of goods sold..................................... 1,773,632 1,491,079 1,159,593
---------- ---------- ----------
Gross profit................................. 281,966 230,237 171,409
Operating expenses..................................... 242,625 198,646 146,344
---------- ---------- ----------
Operating profit............................. 39,341 31,591 25,065
Other income (expense):
Interest expense..................................... (5,388) (4,411) (2,978)
Nonrecurring merger expenses......................... (3,812) -- --
Gain on sale of investment........................... 768 -- --
Other, net........................................... 342 195 111
---------- ---------- ----------
Other expense, net........................... (8,090) (4,216) (2,867)
---------- ---------- ----------
Earnings before income taxes................. 31,251 27,375 22,198
Income tax expense..................................... 12,000 9,965 8,298
---------- ---------- ----------
Net earnings................................. $ 19,251 $ 17,410 $ 13,900
========== ========== ==========
Weighted average common shares outstanding............. 13,772 13,398 12,810
Basic net earnings per common share.................... $ 1.40 $ 1.30 $ 1.09
========== ========== ==========
Weighted average common shares and dilutive potential
common shares outstanding............................ 14,219 13,925 13,341
Diluted net earnings per common share.................. $ 1.35 $ 1.25 $ 1.04
========== ========== ==========
</TABLE>

See accompanying notes to consolidated financial statements.
F-4
<PAGE> 75

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL LOAN TO TOTAL
-------------------- PAID-IN RETAINED LEVERAGED SHAREHOLDERS'
SHARES AMOUNT CAPITAL EARNINGS ESOP EQUITY
---------- ------ ---------- -------- --------- -------------
(DOLLAR AMOUNTS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
BALANCE AT DECEMBER 28, 1996....... 12,513,191 $126 $ 68,297 $40,880 $(3,835) $105,468
Issuance of shares for
acquisitions.................. 660,827 6 16,509 -- -- 16,515
Employee stock option, incentive
and purchase plans and related
income tax benefits........... 159,268 2 2,606 -- -- 2,608
Principal payments on loan to
leveraged ESOP................ -- -- -- -- 468 468
Distributions of pooled
company....................... -- -- -- (1,010) -- (1,010)
Net earnings..................... -- -- -- 13,900 -- 13,900
---------- ---- -------- ------- ------- --------
BALANCE AT DECEMBER 27, 1997....... 13,333,286 134 87,412 53,770 (3,367) 137,949
---------- ---- -------- ------- ------- --------
Employee stock option, incentive
and purchase plans and related
income tax benefits........... 125,487 1 1,776 -- -- 1,777
Principal payments on loan to
leveraged ESOP................ -- -- -- -- 498 498
Distributions of pooled
company....................... -- -- -- (451) -- (451)
Effect of conforming fiscal year
of pooled company............. -- -- -- (98) -- (98)
Net earnings..................... -- -- -- 17,410 -- 17,410
---------- ---- -------- ------- ------- --------
BALANCE AT JANUARY 2, 1999......... 13,458,773 135 89,188 70,631 (2,869) 157,085
---------- ---- -------- ------- ------- --------
Issuance of shares for
acquisitions.................. 303,928 3 8,507 -- -- 8,510
Employee stock option, incentive
and purchase plans and related
income tax benefits........... 349,450 3 4,986 -- -- 4,989
Principal payments on loan to
leveraged ESOP................ -- -- -- -- 534 534
Distributions of pooled
company....................... -- -- -- (1,025) -- (1,025)
Net earnings..................... -- -- -- 19,251 -- 19,251
---------- ---- -------- ------- ------- --------
BALANCE AT JANUARY 1, 2000......... 14,112,151 $141 $102,681 $88,857 $(2,335) $189,344
========== ==== ======== ======= ======= ========
</TABLE>

See accompanying notes to consolidated financial statements.
F-5
<PAGE> 76

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
1999 1998 1997
-------- -------- --------
(DOLLAR AMOUNTS IN THOUSANDS)
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings.............................................. $ 19,251 $ 17,410 $ 13,900
Adjustments to reconcile net earnings to net cash provided
by operating activities:
Depreciation............................................ 11,081 9,152 7,319
Amortization............................................ 3,056 2,349 1,273
ESOP contributions applied to principal of ESOP debt.... 534 498 468
Gain on sale of investment.............................. (768) -- --
Loss (gain) on disposal of property, plant and
equipment............................................ (32) 36 (50)
Deferred income taxes................................... 226 1,380 1,241
Gain on insurance settlement............................ -- -- (1,300)
Loss on writedown of leasehold improvements............. -- -- 1,287
Changes in operating assets and liabilities, net of
effects of companies acquired:
Decrease (increase) in trade accounts and notes
receivable......................................... 213 (17,603) (2,589)
Increase in inventories.............................. (15,519) (9,533) (7,669)
Decrease (increase) in prepaid expenses and other
current assets..................................... 6 (1,152) (819)
Increase in trade accounts payable................... 17,161 20,701 10,034
Increase in accrued expenses......................... 7,118 4,032 776
Increase (decrease) in income taxes payable.......... 4,676 (2,941) 424
-------- -------- --------
Total adjustments.................................. 27,752 6,919 10,395
-------- -------- --------
Net cash provided by operating activities.......... 47,003 24,329 24,295
-------- -------- --------
Cash flows from investing activities, net of effects of
companies acquired:
Purchases of property, plant and equipment................ (26,006) (26,663) (9,054)
Proceeds from sale of investment.......................... 1,563 -- --
Proceeds from sale of property, plant and equipment....... 1,061 3,600 197
Net proceeds from insurance settlement.................... -- -- 4,200
Net cash paid for acquisitions............................ (18,066) (23,857) (54,631)
Increase in intangibles and other assets.................. (366) (170) (648)
-------- -------- --------
Net cash used by investing activities.............. (41,814) (47,090) (59,936)
-------- -------- --------
Cash flows from financing activities:
Increase (decrease) in outstanding checks in excess of
deposits................................................ (20,124) 10,848 4,489
Net proceeds from (payments on) revolving credit
facility................................................ 13,317 (26,560) 27,183
Proceeds from issuance of long-term debt.................. -- 50,041 1,813
Proceeds from issuance of Industrial Revenue Bonds........ 4,640 -- --
Repayment of promissory notes............................. -- (7,278) --
Principal payments on long-term debt...................... (9,176) (1,602) (1,210)
Distributions of pooled company........................... (1,025) (451) (1,010)
Effect of conforming fiscal year of pooled company........ -- (98) --
Employee stock option, incentive and purchase plans and
related income tax benefits............................. 4,989 1,777 2,608
-------- -------- --------
Net cash provided (used) by financing activities... (7,379) 26,677 33,873
-------- -------- --------
Net increase (decrease) in cash............................. (2,190) 3,916 (1,768)
Cash, beginning of year..................................... 7,796 3,880 5,648
-------- -------- --------
Cash, end of year........................................... $ 5,606 $ 7,796 $ 3,880
======== ======== ========
</TABLE>

See accompanying notes to consolidated financial statements.
F-6
<PAGE> 77

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 1, 2000 AND JANUARY 2, 1999

1. DESCRIPTION OF BUSINESS

Performance Food Group Company and subsidiaries (the "Company") is
engaged in the marketing, processing and sale of food and food-related products
to the foodservice, or "away-from-home eating," industry. The foodservice
industry consists of two major customer types: "traditional" foodservice
customers, consisting of independent restaurants, hotels, cafeterias, schools,
healthcare facilities and other institutions; and "multi-unit chain" customers,
consisting of regional and national quick-service restaurants and casual dining
restaurants.

The Company services these customers through three operating segments:
broadline foodservice distribution ("Broadline"); customized foodservice
distribution ("Customized"); and fresh-cut produce processing ("Fresh-Cut").
Broadline distributes approximately 25,000 food and food-related products to a
combination of approximately 25,000 traditional and multi-unit chain customers.
Broadline consists of eleven operating locations that independently design their
own product mix, distribution routes and delivery schedules to accommodate the
varying needs of their customers. Customized focuses on serving certain of the
Company's multi-unit chain customers whose sales volume, growth, product mix,
service requirements and geographic locations are such that these customers can
be more efficiently served through centralized information systems, dedicated
distribution routes and relatively large and consistent orders per delivery. The
Customized distribution network covers 50 states and several foreign countries
from five distribution facilities. Fresh-Cut processes and distributes a variety
of fresh produce primarily for quick-service restaurants mainly in the
Southeastern and Southwestern United States.

The Company operates through the following subsidiaries and division:
Pocahontas Foods, USA, Inc.; Caro Foods, Inc. ("Caro"); Kenneth O. Lester
Company, Inc. ("KOL"); Hale Brothers/Summit, Inc.; Milton's Foodservice, Inc.
("Milton's"); Performance Food Group of Texas, LP ("PFG of Texas"); W.J. Powell
Company, Inc. ("Powell"); AFI Food Service Distributors, Inc. ("AFI"); Virginia
Foodservice Group, Inc. ("VFG"); Affiliated Paper Companies, Inc. ("APC");
PFG-Lester Broadline, Inc. ("Lester"); NorthCenter Foodservice Corporation
("NCF"); Fresh Advantage, Inc. ("Fresh Advantage"); and PFG Florida division.

The Company uses a 52/53 week fiscal year ending on the Saturday closest
to December 31. The fiscal years ended January 1, 2000, January 2, 1999 and
December 27, 1997 (52, 53 and 52 week years, respectively) are referred to
herein as 1999, 1998 and 1997, respectively. As a result of the merger with NCF
on February 26, 1999, discussed in Note 4, the consolidated financial statements
for years prior to the combination have been restated to include the accounts
and results of operations of NCF.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Principles of Consolidation

The consolidated financial statements include the accounts of Performance
Food Group Company and its wholly owned subsidiaries. All significant
intercompany balances and transactions have been eliminated.

(b) Revenue Recognition and Receivables

Sales are recognized upon the shipment of goods to the customer. Trade
accounts and notes receivable represent receivables from customers in the
ordinary course of business. Such amounts are recorded net of the allowance for
doubtful accounts in the accompanying consolidated balance sheets.

The Company values inventory at the lower of cost or market using both
the first-in, first-out and last-in, first-out ("LIFO") methods. Approximately
9% of the Company's inventories are accounted for using the LIFO method.
Inventories consist primarily of food and food-related products.

F-7
<PAGE> 78
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(d) Property, Plant and Equipment

Property, plant and equipment are stated at cost. Depreciation of
property, plant and equipment is calculated primarily using the straight-line
method over the estimated useful lives of the assets.

When assets are retired or otherwise disposed of, the costs and related
accumulated depreciation are removed from the accounts. The difference between
the net book value of the asset and proceeds from disposition is recognized as a
gain or loss. Routine maintenance and repairs are charged to expense as
incurred, while costs of betterments and renewals are capitalized.

(e) Income Taxes

The Company follows Statement of Financial Accounting Standards ("SFAS")
No. 109, Accounting for Income Taxes, which requires the use of the asset and
liability method of accounting for deferred income taxes. Deferred tax assets
and liabilities are recognized for the expected future tax consequences of
temporary differences between the tax basis of assets and liabilities and their
reported amounts. Future tax benefits, including net operating loss
carryforwards, are recognized to the extent that realization of such benefits is
more likely than not.

(f) Intangible Assets

Intangible assets consist primarily of the excess of the purchase price
over the fair value of tangible net assets acquired (goodwill) related to
purchase business combinations, costs allocated to customer lists, non-compete
agreements and deferred loan costs. These intangible assets are amortized on a
straight-line basis over their estimated useful lives, which range from 5 to 40
years.

(g) Net Earnings Per Common Share

Basic net earnings per common share is computed using the weighted
average number of common shares outstanding during the year. Diluted net
earnings per common share is calculated using the weighted average common shares
and potentially dilutive common shares, calculated using the treasury stock
method, outstanding during the year. Potentially dilutive common shares consist
of options issued under various stock plans described in Note 13.

(h) Stock-Based Compensation

In October 1995, the Financial Accounting Standards Board issued SFAS No.
123, Accounting for Stock-Based Compensation. This accounting standard
encourages, but does not require, companies to record compensation costs for
stock-based compensation plans using a fair-value based method of accounting for
employee stock options and similar equity instruments. The Company has elected
to continue to account for stock-based compensation using the intrinsic value
method prescribed in Accounting Principles Board ("APB") Opinion No. 25,
Accounting for Stock Issued to Employees, and related interpretations.
Accordingly, compensation cost for stock options is measured as the excess, if
any, of the quoted market price of the Company's stock at the date of grant over
the amount an employee must pay to acquire the stock (see Note 13). The Company
has adopted the disclosure requirements of SFAS No. 123.

(i) Accounting Estimates

The preparation of the consolidated financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets,
liabilities, sales and expenses. Actual results could differ from those
estimates.

(j) Fair Value of Financial Instruments

At January 1, 2000 and January 2, 1999, the carrying value of cash, trade
accounts and notes receivable, outstanding checks in excess of deposits, trade
accounts payable and accrued expenses approximate their fair values due to the
relatively short maturities of those instruments. The carrying value

F-8
<PAGE> 79
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

of the Company's floating-rate, long-term debt approximates fair value due to
the variable nature of the interest rates charged on such borrowings. The
Company estimates the fair value of its fixed-rate, long-term debt, consisting
primarily of $50.0 million of 6.77% Senior Notes, using discounted cash flow
analysis based on current borrowing rates. At January 1, 2000 and January 2,
1999, the fair value of the Company's 6.77% Senior Notes was approximately $48.0
million and $52.8 million, respectively.

(k) Impairment of Long-Lived Assets

Long-lived assets, including intangible assets, held and used by the
Company are reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable. For
purposes of evaluating the recoverability of long-lived assets, the
recoverability test is performed using undiscounted net cash flows generated by
the individual operating location.

(l) Reclassifications

Certain amounts in the 1998 and 1997 consolidated financial statements
have been reclassified to conform with the 1999 presentation.

3. CONCENTRATION OF SALES AND CREDIT RISK

Two of the Company's customers, Cracker Barrel Old Country Stores, Inc.
("Cracker Barrel") and Outback Steakhouse, Inc. ("Outback"), account for a
significant portion of the Company's consolidated net sales. Net sales to
Cracker Barrel accounted for 17%, 18% and 21% of consolidated net sales for
1999, 1998 and 1997, respectively. Net sales to Outback accounted for 16%, 15%
and 15% of consolidated net sales for 1999, 1998 and 1997, respectively. At
January 1, 2000, amounts receivable from these two customers represented 18% of
total trade receivables.

Financial instruments that potentially expose the Company to
concentrations of credit risk consist primarily of trade accounts receivable. As
discussed above, a significant portion of the Company's sales and related
receivables are generated from two customers. The remainder of the Company's
customer base includes a large number of individual restaurants, national and
regional chain restaurants and franchises, and other institutional customers.
The credit risk associated with trade receivables is minimized by the Company's
large customer base and ongoing control procedures which monitor customers'
creditworthiness.

4. BUSINESS COMBINATIONS

On February 26, 1999, the Company completed a merger with NCF, in which
NCF became a wholly owned subsidiary of the Company. NCF was a privately owned
foodservice distributor based in Augusta, Maine and had 1998 net sales of
approximately $98 million. The merger was accounted for as a
pooling-of-interests and resulted in the issuance of approximately 850,000
shares of the Company's common stock in exchange for all of the outstanding
stock of NCF. Accordingly, the consolidated financial statements for periods
prior to the combination have been restated to include the accounts and results
of operations of NCF. The Company incurred nonrecurring merger expenses of $3.8
million in 1999 associated with the NCF merger. These expenses include
professional fees and transaction costs, as well as certain contractual payments
to NCF employees.

F-9
<PAGE> 80
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The results of operations of the Company and NCF, including the related
$3.8 million of nonrecurring merger expenses, and the combined amounts presented
in the accompanying consolidated financial statements are summarized below:

<TABLE>
<CAPTION>
1999 1998
---------- ----------
(IN THOUSANDS)
<S> <C> <C>
Net sales:
The Company.......................................... $1,945,370 $1,622,870
NCF.................................................. 110,228 98,446
---------- ----------
Combined............................................. $2,055,598 $1,721,316
========== ==========
Net earnings:
The Company.......................................... $ 18,818 $ 16,168
NCF.................................................. 433 1,242
---------- ----------
Combined............................................. $ 19,251 $ 17,410
========== ==========
</TABLE>

Adjustments to conform to NCF's accounting methods and practices to those
of the Company consisted primarily of depreciation and were not material. Prior
to the merger, NCF's fiscal year end was the Saturday closest to February 28.
For 1998, NCF conformed its fiscal year end to that of the Company. The effect
of conforming NCF's year end was approximately $98,000.

NCF, prior to the merger with the Company, was treated as an
S-corporation for Federal income tax purposes. The following disclosures,
including unaudited pro forma tax expense, present the combined results of
operations, excluding nonrecurring merger expenses of $3.8 million, as if NCF
was taxed as a C-corporation for the years presented:

<TABLE>
<CAPTION>
1999 1998
---------- ----------
(IN THOUSANDS, EXCEPT
PER SHARE AMOUNTS)
<S> <C> <C>
Net sales.............................................. $2,055,598 $1,721,316
Cost of goods sold..................................... 1,773,632 1,491,079
---------- ----------
Gross profit......................................... 281,966 230,237
Operating expenses..................................... 242,625 198,646
---------- ----------
Operating profit..................................... 39,341 31,591
Other income (expense):
Interest expense..................................... (5,388) (4,411)
Other, net........................................... 1,110 195
---------- ----------
Other expense, net................................ (4,278) (4,216)
---------- ----------
Earnings before income taxes...................... 35,063 27,375
Income tax expense..................................... 13,359 10,539
---------- ----------
Net earnings...................................... $ 21,704 $ 16,836
========== ==========
Weighted average common shares outstanding............. 13,772 13,398
Basic net earnings per common share.................... $ 1.58 $ 1.26
Weighted average common shares and dilutive potential
common shares outstanding............................ 14,219 13,925
Diluted net earnings per common share.................. $ 1.53 $ 1.21
</TABLE>

On August 28, 1999, the Company acquired the common stock of Dixon
Tom-A-Toe Companies, Inc. ("Dixon"), an Atlanta-based privately owned processor
of fresh-cut produce. Dixon has operations in the Southeastern and Midwestern
United States. Its operations have been combined with the operations of Fresh
Advantage, Inc. On August 31, 1999, AFI acquired certain net assets of State
Hotel Supply Company, Inc. ("State Hotel"), a privately owned meat processor
based in Newark, New Jersey. State Hotel provides Certified Angus Beef and other
meats to many of the leading restaurants and food retailers in New York City and
the surrounding region. The financial results of State Hotel have been combined
with the operations of AFI. On December 13, 1999, VFG acquired certain net
assets of Nesson Meat

F-10
<PAGE> 81
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Sales ("Nesson"), a privately owned meat processor based in Norfolk, Virginia.
Nesson supplies Certified Angus Beef and other meats to many leading restaurants
and other foodservice operations in the Tidewater Virginia area. The financial
results of Nesson have been combined with the operations of VFG. Together,
Nesson, Dixon and State Hotel had 1998 sales, which will contribute to the
Company's ongoing operations, of approximately $100 million. The aggregate
purchase price for the common stock of Dixon and the net assets of Nesson and
State Hotel was $20.4 million. To fund these acquisitions, the Company issued
approximately 304,000 shares of its common stock and financed $11.9 million with
proceeds from the Credit Facility. The aggregate consideration payable to the
former shareholders of Dixon and State Hotel is subject to increase in certain
circumstances.

The acquisitions of Nesson, Dixon and State Hotel have been accounted for
using the purchase method; therefore, the acquired assets and liabilities have
been recorded at their estimated fair values at the dates of acquisition. The
excess of the purchase price over the fair value of tangible net assets acquired
for these acquisitions was approximately $19.8 million and is being amortized on
a straight-line basis over estimated lives ranging from 5 to 40 years.

On June 1, 1998, the Company acquired certain net assets related to the
group and chemicals business of APC, a privately owned marketing organization
based in Tuscaloosa, Alabama. APC provides procurement and merchandising
services for a variety of paper, disposable and sanitation supplies to a number
of independent distributors. On July 27, 1998, the Company acquired certain net
assets of VFG based in Richmond, Virginia, a division of a privately owned
foodservice distributor in which a member of the Company's management has a
minor ownership interest. VFG is a foodservice distributor primarily servicing
traditional foodservice customers in the central Virginia market. Collectively,
these companies had 1997 net sales of approximately $69 million. The aggregate
purchase price for the assets of APC and VFG was approximately $29.4 million,
which includes an additional $4.4 million paid in the first quarter of 1999 to
the former shareholders of VFG, and an additional $1.1 million paid in the
second quarter of 1999 to the former shareholders of APC as a result of meeting
certain performance criteria under the purchase agreements. These purchases were
financed with proceeds from the Company's credit facilities. The aggregate
consideration payable to the former shareholders of APC and VFG is subject to
further increase in certain circumstances.

The acquisitions of APC and VFG have been accounted for using the
purchase method. Therefore, the acquired assets and liabilities have been
recorded at their estimated fair values at the dates of acquisition. The excess
of the purchase price over the fair value of tangible net assets acquired of
$29.4 million is being amortized on a straight-line basis over estimated lives
ranging from 5 to 40 years.

The consolidated statements of earnings and cash flows reflect the
results of these acquired companies from the dates of acquisition through
January 1, 2000. The unaudited consolidated results of operations on a pro forma
basis as though these acquisitions had been consummated as of the beginning of
1998 are as follows:

<TABLE>
<CAPTION>
1999 1998
----------- -----------
(IN THOUSANDS, EXCEPT PER
SHARE AMOUNTS)
<S> <C> <C>
Net sales.............................................. $2,122,242 $1,858,760
Gross profit........................................... 295,898 261,122
Net earnings........................................... 17,278 13,584
Basic net earnings per common share.................... $ 1.24 $ .99
Diluted net earnings per common share.................. 1.20 .95
</TABLE>

The pro forma results are presented for information only and are not
necessarily indicative of the operating results that would have occurred had the
NCF merger and the other acquisitions been consummated as of the above dates.

F-11
<PAGE> 82
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

5. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment as of January 1, 2000 and January 2, 1999
consist of the following:

<TABLE>
<CAPTION>
1999 1998
-------- --------
(IN THOUSANDS)
<S> <C> <C>
Land...................................................... $ 5,952 $ 3,818
Buildings and building improvements....................... 79,272 69,383
Transportation equipment.................................. 19,334 18,118
Warehouse and plant equipment............................. 33,159 23,370
Office equipment, furniture and fixtures.................. 23,993 16,956
Leasehold improvements.................................... 5,081 3,794
Construction-in-process................................... 9,302 2,402
-------- --------
176,093 137,841
Less accumulated depreciation and amortization............ 62,163 44,439
-------- --------
Property, plant and equipment, net........................ $113,930 $ 93,402
======== ========
</TABLE>

6. SUPPLEMENTAL CASH FLOW INFORMATION

Supplemental disclosures of cash flow information for 1999, 1998 and 1997
are as follows:

<TABLE>
<CAPTION>
1999 1998 1997
-------- ------- --------
(IN THOUSANDS)
<S> <C> <C> <C>
Cash paid during the year for:
Interest........................................ $ 5,323 $ 3,908 $ 2,785
======== ======= ========
Income taxes.................................... $ 7,126 $12,262 $ 6,583
======== ======= ========
Effects of companies acquired:
Fair value of assets acquired................... $ 49,097 $33,417 $101,536
Fair value of liabilities assumed............... (22,521) (9,560) (30,390)
Stock issued for acquisitions................... (8,510) -- (16,515)
-------- ------- --------
Net cash paid for acquisitions.......... $ 18,066 $23,857 $ 54,631
======== ======= ========
</TABLE>

7. FINANCIAL INSTRUMENTS

The Company uses forward swap contracts for hedging purposes to reduce
the effect of changing fuel prices. These contracts are recorded using hedge
accounting. Under hedge accounting, the gain or loss on the hedge is deferred
and recorded as a component of the underlying expense.

During the second quarter of 1999, the Company entered into a forward
swap contract for fuel, which is used in the normal course of its distribution
business. This contract fixes a certain portion of the Company's forecasted fuel
costs through March 2000. The following table represents the Company's
outstanding fuel hedge contract as of January 1, 2000:

<TABLE>
<CAPTION>
NOTIONAL AVERAGE ESTIMATED
AMOUNT CONTRACT FAIR
(GALLONS) PRICE VALUE
--------- -------- ---------
(IN THOUSANDS, EXCEPT AVERAGE
CONTRACT PRICE)
<S> <C> <C> <C>
Forward swap contract............................... 1,777 $.4230 $489
</TABLE>

F-12
<PAGE> 83
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

8. LONG-TERM DEBT

Long-term debt as of January 1, 2000 and January 2, 1999 consists of the
following:

<TABLE>
<CAPTION>
1999 1998
------- -------
(IN THOUSANDS)
<S> <C> <C>
Revolving Credit Facility............................... $34,994 $12,453
Senior Notes............................................ 50,000 50,000
Industrial Revenue Bonds................................ 4,640 --
ESOP loan............................................... 2,335 2,869
Other notes payable..................................... 1,138 9,780
------- -------
Total long-term debt.......................... 93,107 75,102
Less current maturities................................. 703 797
------- -------
Long-term debt, excluding current installments........ $92,404 $74,305
======= =======
</TABLE>

Revolving Credit Facility

On March 5, 1999, the Company entered into an $85.0 million revolving
credit facility with a group of commercial banks which replaced the Company's
existing $30.0 million credit facility. In addition, the Company entered into a
$5.0 million working capital line of credit with the lead bank of the group.
Collectively, these two facilities are referred to as the "Credit Facility." The
Credit Facility expires in March 2002. Approximately $35.0 million was
outstanding under the Credit Facility at January 1, 2000. The Credit Facility
also supports up to $10.0 million of letters of credit. At January 1, 2000, the
Company was contingently liable for $6.3 million of outstanding letters of
credit that reduce amounts available under the Credit Facility. At January 1,
2000, the Company had $48.7 million available under the Credit Facility. The
Credit Facility bears interest at LIBOR plus a spread over LIBOR, which varies
based on the ratio of funded debt to total capital. At January 1, 2000, the
Credit Facility bore interest at 6.65%. Additionally, the Credit Facility
requires the maintenance of certain financial ratios, as defined in the
Company's credit agreement, regarding debt to capitalization, interest coverage
and minimum net worth.

Senior Notes

In May 1998, the Company issued $50.0 million of unsecured 6.77% Senior
Notes due May 8, 2010 in a private placement. Interest is payable semi-annually.
The Senior Notes require the maintenance of certain financial ratios, as
defined, regarding debt to capital, fixed charge coverage and minimum net worth.
Proceeds of the issuance were used to repay amounts outstanding under the
Company's credit facilities and for general corporate purposes.

Industrial Revenue Bonds

On March 19, 1999, $9.0 million of Industrial Revenue Bonds were issued
on behalf of a subsidiary of the Company to finance the construction of a
produce-processing facility. These bonds mature in March 2019. Approximately
$4.6 million of the proceeds from these bonds have been used and are reflected
on the Company's consolidated balance sheet as of January 1, 2000. Interest
varies as determined by the remarketing agent for the bonds and was 5.55% at
January 1, 2000. The bonds are secured by a letter of credit issued by a
commercial bank.

ESOP Loan

The Company sponsors a leveraged employee stock ownership plan that was
financed with proceeds of a note payable to a commercial bank (the "ESOP loan").
The ESOP loan is secured by the common stock of the Company acquired by the
employee stock ownership plan and is guaranteed by the Company. The loan is
payable in quarterly installments of $170,000, which includes interest based on
LIBOR plus a spread over LIBOR (5.74% at January 1, 2000). The loan matures in
2003.

F-13
<PAGE> 84
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Maturities of long-term debt are as follows:

<TABLE>
<CAPTION>
(IN THOUSANDS)
<S> <C>
2000........................................................ $ 703
2001........................................................ 711
2002........................................................ 35,697
2003........................................................ 614
2004........................................................ 42
Thereafter.................................................. 55,340
-------
Total long-term debt.............................. $93,107
=======
</TABLE>

9. SHAREHOLDERS' EQUITY

In May 1997, the Company's Board of Directors approved a shareholder
rights plan. A dividend of one stock purchase right (a "Right") per common share
was distributed to shareholders of record on May 30, 1997. Common shares issued
subsequent to the adoption of the rights plan automatically have Rights attached
to them. Under certain circumstances, each Right entitles the shareholders to
one-hundredth of one share of preferred stock, par value $.01 per share, at an
initial exercise price of $100 per Right. The Rights will be exercisable only if
a person or group acquires 15% or more of the Company's outstanding common
stock. Until the Rights become exercisable, they have no dilutive effect on the
Company's net earnings per common share. The Company can redeem the Rights,
which are non-voting, at any time prior to their becoming exercisable at a
redemption price of $.001 per Right. The Rights will expire in May 2007, unless
redeemed earlier by the Company.

10. LEASES

The Company leases various warehouse and office facilities and certain
equipment under long-term operating lease agreements that expire at various
dates. At January 1, 2000, the Company is obligated under operating lease
agreements to make future minimum lease payments as follows:

<TABLE>
<CAPTION>
(IN THOUSANDS)
<S> <C>
2000........................................................ $15,221
2001........................................................ 13,159
2002........................................................ 11,494
2003........................................................ 8,622
2004........................................................ 5,989
Thereafter.................................................. 31,129
-------
Total minimum lease payments...................... $85,614
=======
</TABLE>

Total rental expense for operating leases in 1999, 1998 and 1997 was
approximately $16.3 million, $12.8 million and $10.1 million, respectively.

During the third quarter of 1999, the Company increased its master
operating lease facility from $42.0 million to $47.0 million, which is used to
construct or purchase four distribution centers. Two of these distribution
centers became operational in early 1999, and two distribution centers are
planned to become operational in 2000. Under this agreement, the lessor owns the
distribution centers, incurs the related debt to construct the facilities, and
thereafter leases each facility to the Company. The Company has entered into a
commitment to lease each facility for a period beginning upon completion of each
property and ending on September 12, 2002, including extensions. Upon the
expiration of each lease, the Company has the option to renegotiate the lease,
sell the facility to a third party, or purchase the facility at its original
cost. If the Company does not exercise its purchase options, the Company has
maximum residual value guarantees of 88% of the aggregate property cost. These
residual value guarantees are not included in the above table of future minimum
lease payments. The Company expects the fair value of the properties included in
this facility to eliminate or substantially reduce the Company's exposure under
the

F-14
<PAGE> 85
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

residual value guarantees. Through January 1, 2000, total construction
expenditures by the lessor were approximately $32.1 million under this facility.

11. INCOME TAXES

Income tax expense consists of the following:

<TABLE>
<CAPTION>
1999 1998 1997
------- ------ ------
(IN THOUSANDS)
<S> <C> <C> <C>
Current:
Federal............................................. $11,677 $8,048 $6,800
State............................................... 747 537 257
------- ------ ------
12,424 8,585 7,057
------- ------ ------
Deferred:
Federal............................................. (608) 1,208 1,174
State............................................... 184 172 67
------- ------ ------
(424) 1,380 1,241
------- ------ ------
Total income tax expense.................... $12,000 $9,965 $8,298
======= ====== ======
</TABLE>

The effective income tax rates for 1999, 1998 and 1997 were 38.4%, 36.4%
and 37.4%, respectively. Actual income tax expense differs from the amount
computed by applying the applicable U.S. Federal corporate income tax rate of
35% to earnings before income taxes as follows:

<TABLE>
<CAPTION>
1999 1998 1997
------- ------ ------
(IN THOUSANDS)
<S> <C> <C> <C>
Federal income taxes computed at statutory rate....... $10,938 $9,581 $7,769
Increase (decrease) in income taxes resulting from:
State income taxes, net of federal income tax
benefit.......................................... 211 464 211
Non-deductible expenses............................. 306 126 135
Tax credits......................................... (353) -- --
Losses attributable to S-corporation periods........ 283 (535) (328)
Amortization of goodwill............................ 340 288 164
Other, net.......................................... 275 41 347
------- ------ ------
Total income tax expense.................... $12,000 $9,965 $8,298
======= ====== ======
</TABLE>

F-15
<PAGE> 86
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Deferred income taxes are recorded based upon the tax effects of
differences between the financial statement and tax bases of assets and
liabilities and available tax loss carryforwards. Temporary differences and
carryforwards that created significant deferred tax assets and liabilities at
January 1, 2000 and January 2, 1999 were as follows:

<TABLE>
<CAPTION>
1999 1998
------- -------
(IN THOUSANDS)
<S> <C> <C>
Deferred tax assets:
Allowance for doubtful accounts........................... $ 1,647 $ 1,103
Inventories............................................... 461 --
Accrued employee benefits................................. 1,150 --
Self-insurance reserves................................... 1,333 1,429
Deferred income........................................... 559 101
State operating loss carryforwards........................ 732 228
Tax credit carryforwards.................................. 825 --
Other..................................................... 219 100
------- -------
Total gross deferred tax assets................... 6,926 2,961
Less valuation allowance.................................. (194) (194)
------- -------
Net deferred tax assets........................... 6,732 2,767
------- -------
Deferred tax liabilities:
Property, plant and equipment............................. 7,991 6,263
Inventories............................................... -- 139
Basis difference in intangible assets..................... 1,465 880
------- -------
Total gross deferred tax liabilities.............. 9,456 7,282
------- -------
Net deferred tax liability........................ $(2,724) $(4,515)
======= =======
</TABLE>

The net deferred income tax liabilities are presented in the January 1,
2000 and January 2, 1999 consolidated balance sheets as follows:

<TABLE>
<CAPTION>
1999 1998
------- -------
(IN THOUSANDS)
<S> <C> <C>
Current deferred tax asset.................................. $ 5,570 $ 808
Noncurrent deferred tax liability........................... (8,294) (5,323)
------- -------
Net deferred tax liability........................ $(2,724) $(4,515)
======= =======
</TABLE>

The valuation allowance relates primarily to state net operating loss
carryforwards of certain of the Company's subsidiaries. The state net operating
loss carryforwards expire in years 2009 through 2019. The Company has a state
income tax credit carryforward of approximately $825,000 which expires in 2004.
The Company believes the deferred tax assets, net of the valuation allowance,
will more likely than not be realized.

12. EMPLOYEE BENEFITS

Employee Savings and Stock Ownership Plan

The Company sponsors the Performance Food Group Company Employee Savings
and Stock Ownership Plan (the "ESOP"). The ESOP consists of two components: a
leveraged employee stock ownership plan and a defined contribution plan covering
substantially all full-time employees.

In 1988, the ESOP acquired 1,821,398 shares of the Company's common stock
from existing shareholders, financed with assets transferred from predecessor
plans and the proceeds of the ESOP loan, discussed in Note 8. The Company is
required to make contributions to the ESOP equal to the principal and interest
amounts due on the ESOP loan. Accordingly, the outstanding balance of the ESOP
loan is

F-16
<PAGE> 87
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

included in the Company's consolidated balance sheets as a liability with an
offsetting amount included as a reduction of shareholders' equity.

The ESOP expense recognized by the Company is equal to the principal
portion of the required payments. Interest on the ESOP loan is recorded as
interest expense. The Company contributed approximately $680,000 to the ESOP per
year in 1999, 1998 and 1997. These amounts included interest expense on the ESOP
loan of approximately $146,000, $182,000 and $212,000 in 1999, 1998 and 1997,
respectively. The release of ESOP shares is based upon debt-service payments.
Upon release, the shares are allocated to participating employees' accounts. At
January 1, 2000, 925,611 shares had been allocated to participant accounts and
355,568 shares were held as collateral for the ESOP loan. All ESOP shares are
considered outstanding for earnings-per-share calculations.

Employees participating in the defined contribution component of the ESOP
may elect to contribute between 1% and 15% of their qualified salary under the
provisions of Internal Revenue Code Section 401(k). Beginning in 1997, the
Company matched one half of the first 3% of employee deferrals under the ESOP,
for a total match of 1.5%. In 1999, the Company matched 100% of the first 1% of
employee contributions, and 50% of the next 2% of employee contributions, for a
total match of 2%. Total matching contributions were $1,312,000, $684,000 and
$549,000 for 1999, 1998 and 1997, respectively. The Company, at the discretion
of the Board of Directors, may make additional contributions to the ESOP. The
Company made no discretionary contributions under the defined contribution
portion of the ESOP in 1999, 1998 or 1997.

Employee Health Benefit Plans

The Company sponsors a self-insured, comprehensive health benefit plan
designed to provide insurance coverage to all full-time employees and their
dependents. The Company accrues its estimated liability for these self-insured
benefits, including an estimate for incurred but not reported claims. This
accrual is included in accrued expenses in the consolidated balance sheets. The
Company provides no post-retirement benefits to former employees.

13. STOCK COMPENSATION PLANS

At January 1, 2000, the Company had four stock-based compensation plans,
which are described in the following paragraphs. In accordance with APB No. 25,
no compensation expense has been recognized for the Company's stock option plans
and stock purchase plan. Had compensation expense for those plans been
determined based on the fair value at the grant date, consistent with the method
in SFAS No. 123, the Company's net earnings and net earnings per common share
would have been reduced to the following pro forma amounts:

<TABLE>
<CAPTION>
(IN THOUSANDS EXCEPT PER SHARE
AMOUNTS)
------------------------------
1999 1998 1997
-------- -------- --------
<S> <C> <C> <C> <C>
Net earnings............................ As reported $19,251 $17,410 $13,900
Pro forma 17,311 15,726 13,030
Basic net earnings per common share..... As reported $ 1.40 $ 1.30 $ 1.09
Pro forma 1.26 1.17 1.02
Diluted net earnings per common share... As reported $ 1.35 $ 1.25 $ 1.04
Pro forma 1.22 1.13 .98
</TABLE>

The fair value of each option was estimated at the grant date using the
Black-Scholes option-pricing model. The following weighted-average assumptions
were used for all stock option plan grants in 1999, 1998 and 1997, respectively:
risk-free interest rates of 5.28%, 5.56% and 6.14%; expected volatilities of
44.3%, 45.8% and 46.5%; expected option lives of 7.2 years, 6.4 years and 7.6
years; and expected dividend yields of 0%, 0% and 0%.

F-17
<PAGE> 88
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The pro forma effects of applying SFAS No. 123 are not indicative of
future amounts because SFAS No. 123 does not apply to awards granted prior to
fiscal 1996. Additional stock option awards are anticipated in future years.

Stock Option and Incentive Plans

The Company sponsors the 1989 Nonqualified Stock Option Plan (the "1989
Plan"). The options granted under this plan vest ratably over a four-year period
from date of grant. At January 1, 2000, 141,870 options were outstanding, all of
which were exercisable. The options have terms of 10 years from the date of
grant. No grants have been made under the 1989 Plan since July 21, 1993.

The Company also sponsors the 1993 Outside Directors Stock Option Plan
(the "Directors Plan"). A total of 105,000 shares have been authorized in the
Directors Plan. The Directors Plan provides for an initial grant to each
non-employee member of the Board of Directors of 5,250 options and an annual
grant of 2,500 options at the then current market price. Options granted under
the Directors Plan totaled 10,000 in 1999, 12,750 in 1998 and 7,500 in 1997.
These options vest one year from the date of grant and have terms of 10 years
from the grant date. At January 1, 2000, 59,500 options were outstanding, of
which 49,500 were exercisable.

The 1993 Employee Stock Incentive Plan (the "1993 Plan") provides for the
award of up to 1,625,000 shares of common stock to officers, key employees and
consultants of the Company. Awards under the 1993 Plan may be in the form of
stock options, stock appreciation rights, restricted stock, deferred stock,
stock purchase rights or other stock-based awards. The terms of grants under the
1993 Plan are established at the date of grant. No grants of common stock or
related rights were made in 1999, 1998 or 1997. Stock options granted under the
1993 Plan totaled 259,140, 405,280 and 122,100 for 1999, 1998 and 1997,
respectively. Options granted in 1999, 1998 and 1997 vest four years from the
date of the grant. At January 1, 2000, 1,078,670 options were outstanding, of
which 93,365 were exercisable.

A summary of the Company's stock option activity and related information
for all stock option plans for 1999, 1998 and 1997 is as follows:

<TABLE>
<CAPTION>
1999 1998 1997
---------------------- --------------------- ---------------------
WEIGHTED- WEIGHTED- WEIGHTED-
AVERAGE AVERAGE AVERAGE
EXERCISE EXERCISE EXERCISE
SHARES PRICE SHARES PRICE SHARES PRICE
---------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Outstanding at beginning of
year........................... 1,338,047 $12.65 1,050,639 $ 9.91 1,016,162 $ 8.66
Granted........................ 269,140 25.52 418,030 18.66 129,600 17.93
Exercised...................... (284,289) 4.79 (73,095) 5.58 (86,972) 5.43
Canceled....................... (42,858) 17.25 (57,527) 14.53 (8,151) 12.67
---------- ------ --------- ------ --------- ------
Outstanding at end of year....... 1,280,040 $16.99 1,338,047 $12.65 1,050,639 $ 9.91
---------- ------ --------- ------ --------- ------
Options exercisable at
year-end....................... 284,735 $ 8.66 530,323 $ 6.18 569,448 $ 5.75
---------- ------ --------- ------ --------- ------
Weighted-average fair value of
options granted during the
year........................... $13.84 $ 9.83 $10.58
------ ------ ------
</TABLE>

F-18
<PAGE> 89
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The following table summarizes information about stock options
outstanding at January 1, 2000:

<TABLE>
<CAPTION>
OPTIONS OUTSTANDING
---------------------------------------- OPTIONS EXERCISABLE
WEIGHTED- --------------------------
AVERAGE WEIGHTED- WEIGHTED-
REMAINING AVERAGE AVERAGE
OUTSTANDING AT CONTRACTUAL EXERCISE EXERCISABLE AT EXERCISE
RANGE OF EXERCISE PRICE JAN. 1, 2000 LIFE PRICE JAN. 1, 2000 PRICE
----------------------- -------------- ----------- --------- -------------- ---------
<S> <C> <C> <C> <C> <C>
$ 3.67-$ 9.33........................... 161,370 2.88 $ 5.82 161,370 $ 5.82
$10.00-$14.50........................... 340,644 5.74 13.33 95,615 10.35
$15.56-$21.00........................... 525,371 8.00 18.52 27,750 19.35
$23.75-$28.40........................... 252,655 9.28 25.84 -- --
--------- ==== ------ ------- ------
$ 3.67-$28.40........................... 1,280,040 $16.99 284,735 $ 8.66
========= ====== ======= ======
</TABLE>

Employee Stock Purchase Plan

The Company maintains the Performance Food Group Employee Stock Purchase
Plan (the "Stock Purchase Plan"), which permits eligible employees to invest by
means of periodic payroll deductions in the Company's common stock at 85% of the
lesser of the market price or the average market price as defined in the plan
document. The Company is authorized to issue 362,500 shares under the Stock
Purchase Plan. At January 1, 2000, subscriptions under the Stock Purchase Plan
were outstanding for approximately 34,000 shares at $20.72 per share.

14. RELATED PARTY TRANSACTIONS

The Company leases land and buildings from certain shareholders and
members of their families. The Company made lease payments under these leases of
approximately $908,000, $673,000 and $604,000 in 1999, 1998 and 1997,
respectively. The Company believes the terms of these leases are no less
favorable than those that would have been obtained from unaffiliated parties.

In addition, the Company paid approximately $294,000 in 1997 to a company
that is owned by a shareholder of the Company and a member of his family for
transportation services. No such payments were made in 1999 or 1998.

In July 1998, the Company acquired certain net assets of VFG, a division
of a privately owned foodservice distributor in which a member of the Company's
management has a minor ownership interest. The Company believes the terms of
this transaction were no less favorable than those that would have been obtained
from unaffiliated parties.

15. CONTINGENCIES

The Company is engaged in various legal proceedings which have arisen in
the normal course of business, but have not been fully adjudicated. In the
opinion of management, the outcome of these proceedings will not have a material
adverse effect on the Company's consolidated financial condition or results of
operations.

F-19
<PAGE> 90
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

16. INDUSTRY SEGMENT INFORMATION

The Company has three reportable segments: Broadline, Customized and
Fresh-Cut. The accounting policies of the reportable segments are the same as
those described in Note 1. Certain 1998 and 1997 amounts have been reclassified
to conform to the 1999 presentation, consistent with management's reporting
structure:

<TABLE>
<CAPTION>
FRESH- CORPORATE &
BROADLINE CUSTOMIZED CUT INTERSEGMENT CONSOLIDATED
---------- ---------- ------- ------------ ------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
1999
Net external sales...................... $1,145,536 $823,742 $86,320 $ -- $2,055,598
Intersegment sales...................... 3,575 -- 13,186 (16,761) --
Operating profit........................ 30,167 9,933 5,009 (5,168) 39,341
Total assets............................ 308,531 93,776 48,259 11,479 462,045
Interest expense (income)............... 6,953 2,447 260 (4,272) 5,388
Depreciation and amortization........... 9,906 1,605 2,033 593 14,137
Capital expenditures.................... 13,831 1,711 9,292 1,172 26,006
1998
Net external sales...................... $ 985,729 $676,794 $58,793 $ -- $1,721,316
Intersegment sales...................... 2,879 -- 13,409 (16,288) --
Operating profit........................ 23,011 8,271 3,614 (3,305) 31,591
Total assets............................ 279,471 80,866 15,167 12,208 387,712
Interest expense (income)............... 8,376 1,122 (537) (4,550) 4,411
Depreciation and amortization........... 8,702 1,455 1,219 125 11,501
Capital expenditures.................... 9,308 15,738 1,500 117 26,663
1997
Net external sales...................... $ 755,831 $535,004 $40,167 $ -- $1,331,002
Intersegment sales...................... 2,811 -- 12,907 (15,718) --
Operating profit........................ 20,590 5,123 2,133 (2,781) 25,065
Total assets............................ 225,673 61,701 14,198 7,373 308,945
Interest expense (income)............... 6,216 1,274 (289) (4,223) 2,978
Depreciation and amortization........... 6,094 1,350 1,045 103 8,592
Capital expenditures.................... 6,922 1,048 997 87 9,054
</TABLE>

F-20
<PAGE> 91

INDEPENDENT ACCOUNTANTS' REVIEW REPORT

The Board of Directors and Shareholders
Performance Food Group Company:

We have reviewed the accompanying condensed consolidated balance sheet of
Performance Food Group Company and subsidiaries (the Company) as of September
30, 2000, the related condensed consolidated statements of earnings for the
three-month and nine-month periods ended September 30, 2000 and October 2, 1999,
and the related condensed consolidated statements of cash flows for the nine-
month periods ended September 30, 2000 and October 2, 1999. These condensed
consolidated financial statements are the responsibility of the Company's
management.

We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with auditing standards generally accepted in the United States of
America, the objective of which is the expression of an opinion regarding the
financial statements taken as a whole. Accordingly, we do not express such an
opinion.

Based on our reviews, we are not aware of any material modifications that
should be made to the condensed consolidated financial statements referred to
above for them to be in conformity with accounting principles generally accepted
in the United States of America.

We have previously audited, in accordance with auditing standards
generally accepted in the United States of America, the consolidated balance
sheet of Performance Food Group Company and subsidiaries as of January 1, 2000,
and the related consolidated statements of earnings, shareholders' equity and
cash flows for the year then ended (not presented herein); and in our report
dated February 7, 2000, we expressed an unqualified opinion on those
consolidated financial statements. In our opinion, the information set forth in
the accompanying condensed consolidated balance sheet as of January 1, 2000 is
fairly stated, in all material respects, in relation to the consolidated balance
sheet from which it has been derived.

/s/ KPMG LLP

Richmond, Virginia
October 30, 2000

F-21
<PAGE> 92

CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
SEPTEMBER 30, JANUARY 1,
2000 2000
------------- ----------
(UNAUDITED)
(IN THOUSANDS)
<S> <C> <C>
ASSETS
Current assets:
Cash...................................................... $ 9,607 $ 5,606
Trade accounts and notes receivable, net.................. 150,687 119,126
Inventories............................................... 120,751 108,550
Other current assets...................................... 9,595 9,600
-------- --------
Total current assets.............................. 290,640 242,882
Property, plant and equipment, net.......................... 125,915 113,930
Intangible assets, net...................................... 111,235 103,328
Other assets................................................ 1,436 1,905
-------- --------
Total assets...................................... $529,226 $462,045
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Outstanding checks in excess of deposits.................. $ 27,009 $ 14,082
Current installments of long-term debt.................... 701 703
Trade accounts payable.................................... 131,477 116,821
Other current liabilities................................. 44,190 40,397
-------- --------
Total current liabilities......................... 203,377 172,003
Long-term debt, excluding current installments.............. 110,430 92,404
Deferred income taxes....................................... 8,391 8,294
-------- --------
Total liabilities................................. 322,198 272,701
Shareholders' equity........................................ 207,028 189,344
-------- --------
Total liabilities and shareholders' equity........ $529,226 $462,045
======== ========
</TABLE>

See accompanying notes to unaudited condensed consolidated financial statements.
F-22
<PAGE> 93

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED)

<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
--------------------------- ---------------------------
SEPTEMBER 30, OCTOBER 2, SEPTEMBER 30, OCTOBER 2,
2000 1999 2000 1999
------------- ---------- ------------- ----------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C>
Net sales................................. $693,127 $534,583 $1,927,480 $1,502,921
Cost of goods sold........................ 599,904 460,208 1,669,869 1,297,698
-------- -------- ---------- ----------
Gross profit.................... 93,223 74,375 257,611 205,223
Operating expenses........................ 78,084 62,266 222,520 176,758
-------- -------- ---------- ----------
Operating profit........................ 15,139 12,109 35,091 28,465
Other income (expense):
Interest expense........................ (1,716) (1,299) (4,604) (3,942)
Nonrecurring merger expenses............ -- -- -- (3,812)
Other, net.............................. 10 862 50 966
-------- -------- ---------- ----------
Other expense, net...................... (1,706) (437) (4,554) (6,788)
-------- -------- ---------- ----------
Earnings before income taxes............ 13,433 11,672 30,537 21,677
Income tax expense........................ 5,104 4,436 11,604 8,360
-------- -------- ---------- ----------
Net earnings............................ $ 8,329 $ 7,236 $ 18,933 $ 13,317
======== ======== ========== ==========
Basic net earnings per common share....... $ 0.60 $ 0.52 $ 1.36 $ 0.97
======== ======== ========== ==========
Weighted average common shares
outstanding............................. 13,983 13,911 13,948 13,659
======== ======== ========== ==========
Diluted net earnings per common share..... $ 0.57 $ 0.50 $ 1.31 $ 0.94
======== ======== ========== ==========
Weighted average common shares and
dilutive potential common shares
outstanding............................. 14,697 14,368 14,487 14,125
======== ======== ========== ==========
</TABLE>

See accompanying notes to unaudited condensed consolidated financial statements.
F-23
<PAGE> 94

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>
NINE MONTHS ENDED
---------------------------
SEPTEMBER 30, OCTOBER 2,
2000 1999
------------- ----------
(IN THOUSANDS)
<S> <C> <C>
Cash flows from operating activities:
Net earnings.............................................. $ 18,933 $ 13,317
Adjustments to reconcile net earnings to net cash provided
by operating activities:
Depreciation........................................... 10,105 8,033
Amortization........................................... 2,848 2,220
ESOP contributions applied to principal of ESOP debt... 412 400
Gain on sale of investment............................. -- (768)
Loss on disposal of property, plant and equipment...... 36 56
Change in operating assets and liabilities, net........ (21,541) 6,232
-------- --------
Net cash provided by operating activities......... 10,793 29,490
Cash flows from investing activities:
Purchases of property, plant and equipment................ (22,059) (14,357)
Proceeds from sale of investment.......................... -- 1,563
Proceeds from sale of property, plant and equipment....... 634 97
Net cash paid for acquisitions............................ (8,800) (15,818)
Decrease (increase) in intangibles and other assets....... 425 (251)
-------- --------
Net cash used by investing activities............. (29,800) (28,766)
Cash flows from financing activities:
Increase (decrease) in outstanding checks in excess of
deposits............................................... 12,683 (17,750)
Net borrowings on notes payable to banks.................. 15,032 18,890
Proceeds from issuance of long-term debt.................. 3,454 2,394
Principal payments on long-term debt...................... (634) (8,946)
Repurchases of common stock............................... (11,907) --
Distributions of pooled company........................... -- (1,025)
Employee stock option, incentive and employee stock
purchase plans and related income tax benefits......... 4,380 4,985
-------- --------
Net cash provided by (used for) financing
activities...................................... 23,008 (1,452)
-------- --------
Net increase (decrease) in cash............................. 4,001 (728)
Cash at beginning of period................................. 5,606 7,796
-------- --------
Cash at end of period....................................... $ 9,607 $ 7,068
======== ========
</TABLE>

See accompanying notes to unaudited condensed consolidated financial statements.
F-24
<PAGE> 95

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2000 AND OCTOBER 2, 1999

1. BASIS OF PRESENTATION

The accompanying condensed consolidated financial statements of
Performance Food Group Company and subsidiaries (the "Company") are unaudited,
with the exception of the January 1, 2000 condensed consolidated balance sheet,
which was derived from the audited consolidated balance sheet in the Company's
latest Annual Report on Form 10-K. The unaudited condensed consolidated
financial statements have been prepared in accordance with accounting principles
generally accepted in the United States of America for interim financial
reporting, and in accordance with Rule 10-01 of Regulation S-X.

In the opinion of management, the unaudited condensed consolidated
financial statements contained in this report reflect all adjustments,
consisting of only normal recurring accruals, which are necessary for a fair
presentation of the financial position and the results of operations for the
interim periods presented. The results of operations for any interim period are
not necessarily indicative of results for the full year.

These unaudited condensed consolidated financial statements, note
disclosures and other information should be read in conjunction with the
consolidated financial statements and notes thereto included in the Company's
latest Annual Report on Form 10-K.

2. BUSINESS COMBINATIONS

On February 26, 1999, the Company completed a merger with NorthCenter
Foodservice Corporation ("NCF"), in which NCF became a wholly-owned subsidiary
of the Company. NCF was a privately-owned foodservice distributor based in
Augusta, Maine, and had 1998 net sales of approximately $98 million. The merger
was accounted for as a pooling-of-interests and resulted in the issuance of
approximately 850,000 shares of the Company's common stock in exchange for all
of the outstanding stock of NCF. Accordingly, the consolidated financial
statements for periods prior to the combination had been restated to include the
accounts and results of operations of NCF. The Company incurred nonrecurring
merger expenses of $3.8 million in 1999 associated with the NCF merger. These
expenses included certain contractual payments to NCF employees, as well as
professional fees and transaction costs.

The results of operations of the Company and NCF, including the related
$3.8 million of nonrecurring merger expenses, and the combined amounts presented
in the accompanying condensed consolidated financial statements are summarized
below:

<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
OCTOBER 2, 1999 OCTOBER 2, 1999
------------------ -----------------
(IN THOUSANDS)
<S> <C> <C>
Net sales:
The Company.............................. $499,519 $1,418,762
NCF...................................... 35,064 84,159
-------- ----------
Combined.............................. $534,583 $1,502,921
======== ==========
Net earnings (loss):
The Company.............................. $ 6,164 $ 14,402
NCF...................................... 1,072 (1,085)
-------- ----------
Combined.............................. $ 7,236 $ 13,317
======== ==========
</TABLE>

Adjustments to conform NCF's accounting methods and practices to those of
the Company consisted primarily of depreciation and were not material. NCF,
prior to the merger with the Company, was treated as an S-corporation for
Federal income tax purposes. The following disclosures present the

F-25
<PAGE> 96
NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS -- (CONTINUED)

combined results of operations, excluding nonrecurring merger expenses of $3.8
million, as if NCF was taxed as a C-corporation for the period presented:

<TABLE>
<CAPTION>
NINE MONTHS ENDED
OCTOBER 2, 1999
-----------------
(IN THOUSANDS,
EXCEPT PER SHARE
AMOUNTS)
<S> <C>
Operating profit............................................ $28,465
Other income (expense):
Interest expense.......................................... (3,942)
Other, net................................................ 966
-------
Other expense, net..................................... (2,976)
-------
Earnings before income taxes........................... 25,489
Income tax expense.......................................... 9,737
-------
Net earnings........................................... $15,752
=======
Weighted average common shares outstanding.................. 13,659
Basic net earnings per common share......................... $ 1.15
Weighted average common shares and dilutive potential common
shares outstanding........................................ 14,125
Diluted net earnings per common share....................... $ 1.11
</TABLE>

On August 28, 1999, the Company acquired the common stock of Dixon
Tom-A-Toe Companies, Inc. ("Dixon"), an Atlanta-based privately-owned processor
of fresh-cut produce. Dixon has operations in the Southeastern and Midwestern
United States. Its operations have been combined with the operations of Fresh
Advantage, Inc., a subsidiary of the Company. On August 31, 1999, AFI Food
Service Distributors, Inc. ("AFI"), a subsidiary of the Company, acquired
certain net assets of State Hotel Supply Company, Inc. ("State Hotel"), a
privately-owned meat processor based in Newark, New Jersey. State Hotel provides
Certified Angus Beef and other meats to restaurants and food retailers in New
York City and the surrounding region. The financial results of State Hotel have
been combined with the operations of AFI. On December 13, 1999, Virginia
Foodservice Group, Inc. ("VFG"), a subsidiary of the Company, acquired certain
net assets of Nesson Meat Sales ("Nesson"), a privately-owned meat processor
based in Norfolk, Virginia. Nesson supplies Certified Angus Beef and other meats
to restaurants and other foodservice operations in the Tidewater Virginia area.
The financial results of Nesson have been combined with the operations of VFG.
Together, Dixon, State Hotel and Nesson had 1998 sales that contributed to the
Company's ongoing operations of approximately $100 million on an annualized
basis.

On August 4, 2000, the Company acquired the common stock of Carroll
County Foods, Inc. ("CCF"), a privately-owned broadline foodservice distributor
based in New Windsor, Maryland. CCF provides products and services to
traditional foodservice accounts in a region that includes Baltimore, Maryland
and Washington, DC. CCF had 1999 sales of approximately $45 million.

In the 1999 period, the Company paid a total of approximately $15.8
million and issued a total of approximately 304,000 shares of its common stock
for the acquisitions of Dixon and State Hotel and to the former shareholders of
AFFLINK, Inc. (formerly Affiliated Paper Companies, Inc. "AFFLINK"), AFI and
VFG, which were acquired prior to 1999, as a result of certain contractual
obligations in those purchase agreements. In the 2000 period, the Company paid a
total of approximately $8.8 million and issued a total of approximately 235,000
shares of its common stock for the acquisition of CCF and to the former
shareholders of AFFLINK and Dixon as a result of certain contractual obligations
in those purchase agreements.

F-26
<PAGE> 97
NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS -- (CONTINUED)

The acquisitions of Dixon, State Hotel, Nesson and CCF have been
accounted for using the purchase method; therefore, the acquired assets and
liabilities have been recorded at their estimated fair values at the dates of
acquisition. The excess of the purchase price over the fair value of tangible
net assets acquired was approximately $28.8 million and is being amortized on a
straight-line basis over estimated lives ranging from 5 to 40 years.

The condensed consolidated statements of earnings and cash flows reflect
the results of these acquired companies from the dates of acquisition through
September 30, 2000. The unaudited consolidated results of operations on a pro
forma basis as though these acquisitions had been consummated as of the
beginning of 1999 are as follows:

<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
-------------------------- --------------------------
SEPTEMBER 30, OCTOBER 2, SEPTEMBER 30, OCTOBER 2,
2000 1999 2000 1999
------------- ---------- ------------- ----------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C>
Net sales........................ $695,749 $559,482 $1,956,012 $1,595,614
Gross profit..................... 93,825 79,406 262,472 223,283
Net earnings..................... 7,803 6,819 18,918 11,171
Basic net earnings per common
share.......................... $ 0.56 $ 0.48 $ 1.34 $ 0.79
Diluted net earnings per common
share.......................... 0.53 0.46 1.29 0.76
</TABLE>

The pro forma results are presented for information purposes only and are
not necessarily indicative of the operating results that would have occurred had
the Dixon, State Hotel, Nesson and CCF acquisitions been consummated as of the
beginning of 1999.

3. SUPPLEMENTAL CASH FLOW INFORMATION

Supplemental disclosures of cash flow information for the 2000 and 1999
periods are as follows:

<TABLE>
<CAPTION>
NINE MONTHS ENDED
---------------------------
SEPTEMBER 30, OCTOBER 2,
2000 1999
------------- ----------
(IN THOUSANDS)
<S> <C> <C>
Cash paid during the period for:
Interest............................................ $3,799 $3,116
====== ======
Income taxes........................................ $7,906 $3,976
====== ======
</TABLE>

4. INDUSTRY SEGMENT INFORMATION

The Company has three reportable segments: broadline foodservice
distribution ("Broadline"); customized foodservice distribution ("Customized");
and fresh-cut produce processing ("Fresh-Cut"). Broadline distributes
approximately 25,000 food and non-food products to a combination of
approximately 27,000 street and chain customers. Broadline consists of twelve
operating locations that independently design their own product mix,
distribution routes and delivery schedules to accommodate the varying needs of
their customers. Customized focuses on serving certain of the Company's
casual-dining chain customers who generally prefer a centralized point of
contact that facilitates item and menu changes, tailored distribution routing
and customer service resolution. The Company believes these customers can be
more efficiently served by warehousing a limited number of stock keeping units,
or SKU's, and making larger, more consistent deliveries. The Customized segment
has five distribution facilities that currently serve customers in 49 states and
several foreign countries. Fresh-Cut processes and distributes a variety of
fresh produce primarily for quick-service restaurants mainly in the Southeastern
and Southwestern United

F-27
<PAGE> 98
NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS -- (CONTINUED)

States. Certain 1999 amounts have been reclassified to conform to the 2000
presentation consistent with management's reporting structure.

<TABLE>
<CAPTION>
CORPORATE &
BROADLINE CUSTOMIZED FRESH-CUT INTERSEGMENT CONSOLIDATED
---------- ---------- --------- ------------ ------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
THIRD QUARTER 2000
Net external sales...................... $ 369,887 $292,650 $30,590 $ -- $ 693,127
Intersegment sales...................... 1,061 -- 6,041 (7,102) --
Operating profit........................ 10,677 3,109 2,758 (1,405) 15,139
Total assets............................ 340,563 116,389 56,530 15,744 529,226
Interest expense (income)............... 2,200 874 420 (1,778) 1,716
Depreciation & amortization............. 2,973 508 1,103 88 4,672
Capital expenditures.................... 2,791 480 1,783 82 5,136
THIRD QUARTER 1999
Net external sales...................... $ 297,732 $213,776 $23,075 $ -- $ 534,583
Intersegment sales...................... 1,026 -- 3,688 (4,714) --
Operating profit........................ 9,503 2,738 1,171 (1,303) 12,109
Total assets............................ 304,523 90,847 46,925 5,365 447,660
Interest expense (income)............... 1,759 598 66 (1,124) 1,299
Depreciation & amortization............. 2,461 490 639 74 3,664
Capital expenditures.................... 2,321 493 1,940 184 4,938
</TABLE>

<TABLE>
<CAPTION>
CORPORATE &
BROADLINE CUSTOMIZED FRESH-CUT INTERSEGMENT CONSOLIDATED
---------- ---------- --------- ------------ ------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
YEAR-TO-DATE 2000
Net external sales...................... $1,006,762 $826,055 $94,663 $ -- $1,927,480
Intersegment sales...................... 2,889 -- 19,022 (21,911) --
Operating profit........................ 25,204 8,079 6,581 (4,773) 35,091
Total assets............................ 340,563 116,389 56,530 15,744 529,226
Interest expense (income)............... 5,701 2,592 1,148 (4,837) 4,604
Depreciation & amortization............. 8,536 1,516 2,650 251 12,953
Capital expenditures.................... 11,040 1,245 8,558 1,216 22,059
YEAR-TO-DATE 1999
Net external sales...................... $ 849,859 $598,765 $54,297 $ -- $1,502,921
Intersegment sales...................... 2,586 -- 10,098 (12,684) --
Operating profit........................ 21,447 7,630 3,256 (3,868) 28,465
Total assets............................ 304,523 90,847 46,925 5,365 447,660
Interest expense (income)............... 4,991 1,746 35 (2,830) 3,942
Depreciation & amortization............. 7,260 1,447 1,357 189 10,253
Capital expenditures.................... 8,416 1,484 4,028 429 14,357
</TABLE>

5. CONTINGENCIES

In April 1999, Maxwell Chase Technologies, LLC ("Maxwell") filed suit
against the Company's Fresh Advantage subsidiary. The lawsuit alleges, among
other things, patent infringement and theft of

F-28
<PAGE> 99
NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS -- (CONTINUED)

trade secrets in the development and use of packaging materials used in the
Company's fresh-cut produce operations. Maxwell seeks to recover compensatory
and other damages, as well as lost profits. The Company is vigorously defending
itself against this action and has filed a counterclaim against Maxwell. The
Company believes that Maxwell's allegations are without merit and that it is
unlikely the outcome will have a material adverse effect on the Company.
However, there can be no assurance that this matter, if decided unfavorably for
the Company, will not have a material adverse effect on the Company's results of
operations.

In addition to the matter described above, the Company is also involved
in other legal proceedings and litigation arising in the ordinary course of
business. In the opinion of management, the outcome of the other proceedings and
litigation currently pending will not have a material adverse effect on the
Company's results of operations.

6. SUBSEQUENT EVENT

On October 30, 2000, the Company signed a definitive agreement to acquire
the common stock and membership interests of Redi-Cut Foods, Inc. and affiliated
entities (collectively "Redi-Cut"), a privately-owned fresh-cut produce
processor with facilities in Chicago, Illinois and Kansas City, Missouri.
Redi-Cut, which provides fresh-cut produce to national quick-service restaurants
and other sectors of the home meal replacement industry, had 1999 net sales of
approximately $113 million. The total consideration to be paid for the
acquisition is approximately $133 million, consisting of cash, common stock of
the Company and the assumption of certain liabilities. Additionally, the
purchase price is subject to a post-closing adjustment based upon a review of
Redi-Cut's working capital as of the closing date. Closing is expected late in
the fourth quarter of 2000 or in early 2001.

F-29
<PAGE> 100

PROSPECTUS

(PFG LOGO)

DEBT SECURITIES
PREFERRED STOCK
COMMON STOCK
WARRANTS

We may from time to time sell up to $300,000,000 aggregate offering price
of:

- our secured or unsecured debt securities, in one or more series, which
may be either senior, senior subordinated or subordinated debt
securities;

- shares of our preferred stock, par value $0.01 per share, in one or more
series;

- shares of our common stock, par value $0.01 per share;

- warrants to purchase our common stock; or

- any combination of the foregoing.

We will provide the specific terms of these securities in supplements to
this prospectus. You should read this prospectus and any prospectus supplement,
as well as the documents incorporated or deemed to be incorporated by reference
in this prospectus, carefully before you invest.

SEE "RISK FACTORS" BEGINNING ON PAGE 2 FOR A DISCUSSION OF MATERIAL RISKS
THAT YOU SHOULD CONSIDER BEFORE YOU INVEST IN OUR SECURITIES BEING SOLD WITH
THIS PROSPECTUS.

Our common stock is traded on the Nasdaq Stock Market's National Market
under the symbol "PFGC".

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

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

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

We will sell these securities directly, through agents, dealers or
underwriters as designated from time to time, or through a combination of these
methods. We reserve the sole right to accept, and together with our agents, from
time to time, to reject in whole or in part any proposed purchase of securities
to be made directly or through agents. If our agents or any dealers or
underwriters are involved in the sale of the securities, the applicable
prospectus supplement will set forth the names of the agents, dealers or
underwriters and any applicable commissions or discounts.

This prospectus may not be used to consummate sales of securities unless
accompanied by the applicable prospectus supplement.

The date of this prospectus is October 30, 2000.
<PAGE> 101

WE HAVE NOT AUTHORIZED ANY PERSON TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST
NOT BE RELIED UPON AS HAVING BEEN SO AUTHORIZED. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY BY ANYONE IN
ANY JURISDICTION IN WHICH SUCH OFFER TO SELL IS NOT AUTHORIZED, OR IN WHICH THE
PERSON IS NOT QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE
SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN OUR AFFAIRS SINCE THE DATE HEREOF OR THAT THE INFORMATION
CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.

RISK FACTORS

You should carefully consider the following factors and other information
in this prospectus, any prospectus supplement and the documents incorporated or
deemed to be incorporated by reference in this prospectus before deciding to
invest in the securities:

FOODSERVICE DISTRIBUTION IS A LOW MARGIN BUSINESS AND IS SENSITIVE TO ECONOMIC
CONDITIONS.

We operate in the foodservice distribution industry which is characterized
by a high volume of sales with relatively low profit margins. A significant
portion of our sales are at prices that are based on product cost plus a
percentage markup. As a result, our results of operations may be negatively
impacted when the price of food goes down even though our percentage markup may
remain constant. The foodservice industry is also sensitive to national and
regional economic conditions, and the demand for our foodservice products has
been adversely affected from time to time by economic downturns. In addition,
our operating results are particularly sensitive to, and may be materially
adversely impacted by, difficulties with the collectibility of accounts
receivable, inventory control, competitive price pressures and unexpected
increases in wages or other labor costs and fuel or other transportation-related
costs. There can be no assurance that one or more of such factors will not
adversely affect our future operating results. We have experienced losses due to
the uncollectibility of accounts receivable in the past and could experience
such losses in the future.

WE RELY ON MAJOR CUSTOMERS.

We derive a substantial portion of our net sales from customers within the
restaurant industry, particularly certain multi-unit chain customers. Sales to
units of Cracker Barrel Old Country Store, Inc. accounted for 17% of our
consolidated net sales in 1999 and 18% of our consolidated net sales in 1998.
Sales to Outback Steakhouses, Inc. accounted for 16% of our consolidated net
sales in 1999 and 15% of our consolidated net sales in 1998. We have no written
assurance from any of our customers as to the level of future sales. A material
decrease in sales to any of our largest customers could have a material adverse
impact on our operating results.

OUR BUSINESS IS DEPENDENT ON OUR ABILITY TO COMPLETE ACQUISITIONS AND INTEGRATE
THEIR OPERATIONS.

A significant portion of our historical growth has been achieved through
acquisitions of other foodservice distributors, and our growth strategy includes
additional acquisitions. There can be no assurance that we will be able to make
acquisitions in the future or that any acquisition we do make will be
successful. Furthermore, there can be no assurance that future acquisitions will
not have an adverse effect upon our operating results, particularly in quarters
immediately following the consummation of those transactions while the
operations of the acquired business are being integrated into our operations.
Following the acquisition of other businesses in the future, we may decide to
consolidate the operations of any acquired business with existing operations,
which may result in the establishment of provisions for consolidation. To the
extent our expansion is dependent upon our ability to obtain additional
financing for acquisitions, there can be no assurance that we will be able to
obtain financing on acceptable terms or at all.

MANAGING OUR GROWTH MAY BE DIFFICULT.

Our growth has placed significant demands on our administrative,
operational and financial resources. To the extent that our customer base and
our services continue to grow, this growth is expected to place a significant
demand on our administrative, operational and financial resources. Our future
performance and
2
<PAGE> 102

results of operations will depend in part on our ability to successfully
implement enhancements to our business management systems and to adapt to those
systems as necessary to respond to changes in our business. Similarly, our
growth creates a need for expansion of our facilities from time to time. As we
near maximum utilization of a given facility, operations may be constrained and
inefficiencies may be created which could adversely affect our operating results
until the facility is expanded or volume is shifted to another facility.
Conversely, as we add additional facilities or expand existing facilities,
excess capacity may be created until we are able to expand our operations to
utilize the additional capacity. Any excess capacity may also create
inefficiencies and adversely affect our operating results.

COMPETITION IN THE FOODSERVICE DISTRIBUTION INDUSTRY IS INTENSE, AND WE MAY NOT
BE ABLE TO COMPETE SUCCESSFULLY.

We operate in highly competitive markets, and our future success will be
largely dependent on our ability to provide quality products and services at
competitive prices. Our competition comes primarily from other foodservice
distributors and produce processors. Some of our competitors have substantially
greater financial and other resources and may be better established in their
markets. Our management believes that competition for sales is largely based on
the quality and reliability of products and services and, to a lesser extent,
price.

OUR SUCCESS DEPENDS ON OUR SENIOR MANAGEMENT AND KEY EMPLOYEES.

Our success is largely dependent on the skills, experience and efforts of
our senior management. The loss of services of one or more of our senior
management could have a material adverse effect upon our business and
development. In addition, we depend to a substantial degree on the services of
certain key employees. The ability to attract and retain qualified employees in
the future will be a key factor in our success.

THE MARKET PRICE FOR OUR COMMON STOCK MAY BE VOLATILE.

From time to time there may be significant volatility in the market price
for our common stock. Our quarterly operating results or the operating results
of other distributors of food and related goods, changes in general conditions
in the economy, the financial markets or the food distribution or food services
industries, natural disasters or other developments affecting us or our
competitors could cause the market price of our common stock to fluctuate
substantially. In addition, in recent years the stock market has experienced
extreme price and volume fluctuations. This volatility has had a significant
effect on the market prices of securities issued by many companies for reasons
unrelated to their operating performance.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus includes or incorporates by reference forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Forward-looking statements,
which are based on assumptions and describe our future plans, strategies and
expectations, are generally identifiable by the use of the words "anticipate,"
"will," "believe," "estimate," "expect," "intend," project," or similar
expressions. These forward-looking statements address, among other things, the
anticipated effects of the offering of the securities hereunder, our anticipated
earnings, sales momentum, customer and product sales mix, expected efficiencies
in our business and our ability to realize expected synergies from acquisitions.
These forward-looking statements are subject to risks, uncertainties and
assumptions. Important factors that could cause actual results to differ
materially from the forward-looking statements we make or incorporate by
reference in this prospectus are described under "Risk Factors" and in the
documents incorporated by reference in this prospectus. Those factors include,
but are not limited to:

- the relatively low margins and economic sensitivity of the foodservice
business;

- our reliance on major customers;

- our ability to identify and successfully complete acquisitions of other
foodservice distributors; and

- management of our planned growth.

3
<PAGE> 103

If one or more of these risks or uncertainties materialize, or if any
underlying assumptions prove incorrect, our actual results, performance or
achievements may vary materially from any future results, performance or
achievements expressed or implied by these forward-looking statements. All
forward-looking statements attributable to us or persons acting on our behalf
are expressly qualified in their entirety by the cautionary statements in this
paragraph. We undertake no obligation to publicly update or revise any
forward-looking statements to reflect future events or developments.

AVAILABLE INFORMATION

We are subject to the information requirements of the Securities Exchange
Act (File No. 0-22192), and we therefore file periodic reports, proxy statements
and other information with the Securities and Exchange Commission relating to
our business, financial statements and other matters. The reports, proxy
statements and other information we file may be inspected and copied at
prescribed rates at the SEC's Public Reference Room at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549 and should be available for inspection and
copying at the SEC's regional offices located at 7 World Trade Center, Suite
1375, New York, New York 10048 and at 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. You may obtain information on the operation of the
SEC's Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also
maintains an Internet site that contains reports, proxy statements and other
information regarding issuers like us that file electronically with the SEC. The
address of the SEC's Internet site is http://www.sec.gov. Our SEC filings are
also available at the offices of the Nasdaq National Market, 1730 K Street,
N.W., Washington, D.C. 20006-1500.

This prospectus constitutes part of a registration statement on Form S-3
filed under the Securities Act with respect to the securities. As permitted by
the SEC's rules, this prospectus omits some of the information, exhibits and
undertakings included in the registration statement. You may read and copy the
information omitted from this prospectus but contained in the registration
statement, as well as the periodic reports and other information we file with
the SEC, at the public reference facilities maintained by the SEC in Washington,
D.C., New York, New York and Chicago, Illinois.

Statements contained in this prospectus as to the contents of any contract
or other document are not necessarily complete, and in each instance we refer
you to the copy of the contract or document filed as an exhibit to the
registration statement, each such statement being qualified in all respects by
such reference.

INCORPORATION BY REFERENCE

We have elected to "incorporate by reference" certain information into this
prospectus. By incorporating by reference, we can disclose important information
to you by referring you to another document we have filed separately with the
SEC. The information incorporated by reference is deemed to be part of this
prospectus, except for information incorporated by reference that is superseded
by information contained in this prospectus, any prospectus supplement or any
document that we subsequently file with the SEC that is incorporated or deemed
to be incorporated by reference in this prospectus. Likewise, any statement in
this prospectus or any document which is incorporated or deemed to be
incorporated by reference herein will be deemed to have been modified or
superseded to the extent that any statement contained in any document that we
subsequently file with the SEC that is incorporated or deemed to be incorporated
by reference herein or in the accompanying prospectus supplement modifies or
supersedes that statement. This prospectus incorporates by reference the
documents set forth below that we have previously filed with the SEC:

- Annual Report on Form 10-K for the fiscal year ended January 1, 2000,
including information specifically incorporated by reference into our
Form 10-K from our Proxy Statement for our 2000 Annual Meeting of
Shareholders, filed with the SEC on March 21, 2000;

- Quarterly Report on Form 10-Q, filed with the SEC on May 15, 2000;

- Quarterly Report on Form 10-Q, filed with the SEC on August 15, 2000;

- The description of our common stock contained in our Registration
Statement on Form 8-A, filed with the SEC on August 12, 1993; and
4
<PAGE> 104

- The description of our rights to purchase preferred stock contained in
our Registration Statement on Form 8-A filed May 20, 1997.

We are also incorporating by reference all other reports that we file with
the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act between the date of this prospectus and the termination of the offering.

We will provide to each person, including any beneficial owner, to whom
this prospectus is delivered a copy of any or all of the information that we
have incorporated by reference into this prospectus but not delivered with this
prospectus. To receive a free copy of any of the documents incorporated by
reference in this prospectus, other than exhibits, unless they are specifically
incorporated by reference in those documents, call or write to our Corporate
Secretary, Performance Food Group Company, 6800 Paragon Place, Suite 500,
Richmond Virginia 23230 (telephone (804) 285-7340). The information relating to
us contained in this prospectus does not purport to be comprehensive and should
be read together with the information contained in the documents incorporated or
deemed to be incorporated by reference in this prospectus.

THE COMPANY

We market and distribute a wide variety of food and food-related products
to the foodservice, or "away from home eating," industry. The foodservice
industry consists of two major customer types: "traditional" foodservice
customers consisting of independent restaurants, hotels, cafeterias, schools,
healthcare facilities and other institutional customers, and "multi-unit chain"
customers consisting of regional and national quick-service restaurants and
casual dining restaurants. Products and services provided to our traditional and
multi-unit chain customers are supported by identical physical facilities,
vehicles, equipment and personnel. Our customers are located primarily in the
Southern, Southwestern, Midwestern and Northeastern United States. We operate
through a number of subsidiaries, each of which focuses on specific regional
markets or sectors of the foodservice distribution industry.

Our principal executive offices are located at 6800 Paragon Place, Suite
500, Richmond, Virginia 23230, and our telephone number is (804) 285-7340.

USE OF PROCEEDS

Except as otherwise provided in the applicable prospectus supplement, we
will use the net proceeds from the sale of the securities for general corporate
purposes, which may include reducing our outstanding indebtedness, increasing
our working capital, acquisitions and capital expenditures. Pending the
application of the net proceeds, we expect to invest the proceeds in short-term,
interest-bearing instruments or other investment-grade securities.

RATIOS OF EARNINGS TO FIXED CHARGES

The following table sets forth our ratios of earnings to fixed charges for
the periods indicated:

<TABLE>
<CAPTION>
FISCAL YEAR ENDED SIX MONTHS
-------------------------------------------------------------------- ENDED
DECEMBER 30, DECEMBER 28, DECEMBER 27, JANUARY 2, JANUARY 1, JULY 1,
1995 1996 1997 1999 2000 2000
------------ ------------ ------------ ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
5.0x 13.5x 8.5x 5.8x 5.5x 4.9x
</TABLE>

Our ratios of earnings to fixed charges are calculated as follows:

- "earnings," which consist of consolidated net income plus income taxes,
and fixed charges, except capitalized interest; and

- "fixed charges," which consist of consolidated interest on indebtedness,
including capitalized interest, amortization of debt discount and
issuance cost, and the estimated portion of rental expense deemed to be
equivalent to interest.

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GENERAL DESCRIPTION OF SECURITIES

We, directly or through agents, dealers or underwriters designated from
time to time, may offer, issue and sell, together or separately, up to
$300,000,000 aggregate offering price of:

- secured or unsecured debt securities, in one or more series, which may be
either senior debt securities, senior subordinated debt securities or
subordinated debt securities;

- shares of our preferred stock, par value $0.01 per share, in one or more
series;

- shares of our common stock, par value $0.01 per share;

- warrants to purchase our common stock; or

- any combination of the foregoing, either individually or as units
consisting of one or more of the foregoing, each on terms to be
determined at the time of sale.

We may issue the debt securities as exchangeable and/or convertible debt
securities exchangeable for or convertible into shares of common stock or
preferred stock. The preferred stock may also be exchangeable for and/or
convertible into shares of common stock or another series of preferred stock.
The debt securities, the preferred stock, the common stock and the warrants are
collectively referred to as the "Securities". When a particular series of
Securities is offered, a supplement to this prospectus will be delivered with
this prospectus, which will set forth the terms of the offering and sale of the
offered Securities.

DESCRIPTION OF DEBT SECURITIES

We may elect to issue debt securities, either separately or together with,
or upon the conversion of or in exchange for, other securities. The debt
securities are to be issued in one or more series. Each series of debt
securities will be issued pursuant to an indenture, to be entered into by us and
a trustee. The name(s) of the trustee(s) will be set forth in the applicable
prospectus supplement. We may issue all the debt securities under the same
indenture or under separate indentures, as specified in the applicable
prospectus supplements.

We expect that the indentures governing our debt securities will contain a
number of fairly standard provisions, which are summarized below. The summary is
not complete and particular terms may vary from indenture to indenture or not be
included in a specific indenture. Each indenture will be filed as an exhibit to
the registration statement of which this prospectus is a part at the time of
issuance of the applicable prospectus supplement. The indentures will be subject
to and governed by the Trust Indenture Act of 1939, as amended. You should refer
to the applicable indenture for the provisions which may be important to you.

The following description of debt securities contains general terms and
provisions of the debt securities to which any prospectus supplement may relate.
The specific terms of any particular series of debt securities will be described
in the applicable prospectus supplement. To the extent that any particular terms
of a series of debt securities described in a prospectus supplement differ from
any of the terms described in this prospectus, then the terms described in this
prospectus will be deemed to have been superseded by the prospectus supplement.

General

We may issue debt securities up to an aggregate principal amount as we may
authorize from time to time and as limited by the applicable indenture. The
applicable prospectus supplement will describe the terms of any debt securities
being offered, including:

- the designation, aggregate principal amount and authorized denominations;

- the maturity date;

- the interest rate, if any, and the method for calculating the interest
rate;

- the interest payment dates and the record dates for the interest
payments;

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<PAGE> 106

- any mandatory or optional redemption terms or prepayment, conversion,
sinking fund or exchangeability or convertibility provisions;

- the places where the principal and interest will be payable;

- if other than denominations of $1,000 or multiples of $1,000, the
denominations the debt securities will be issued in;

- whether the debt securities will be issued in the form of global
securities, as defined below, or certificates;

- additional provisions, if any, relating to the defeasance and covenant
defeasance of the debt securities;

- whether the debt securities will be senior debt securities, senior
subordinated debt securities or subordinated debt securities and, if
senior subordinated debt securities or subordinated debt securities, the
subordination provisions and the applicable definition of "senior
indebtedness";

- any applicable material federal tax consequences;

- the dates on which premium, if any, will be payable;

- our right, if any, to defer payment of interest and the maximum length of
the deferral period;

- any listing on a securities exchange;

- if convertible into common stock or preferred stock, the terms on which
the debt securities are convertible;

- the terms of any guarantee of the payment of principal of, and premium,
if any, and interest on debt securities of the series and any
corresponding changes to the provisions of the indenture as currently in
effect;

- the terms of the transfer, mortgage, pledge, or assignment as security
for the debt securities of the series of any properties, assets, moneys,
proceeds, securities or other collateral, including whether certain
provisions of the Trust Indenture Act are applicable, and any
corresponding changes to provisions of the indenture as currently in
effect;

- the initial public offering price; and

- other specific terms.

We will comply with Section 14(e) under the Securities Exchange Act, to the
extent applicable, and any other tender offer rules under the Exchange Act which
may then be applicable, in connection with any obligation we might have to
purchase debt securities at the option of the holders. Any obligation applicable
to a series of debt securities will be described in the applicable prospectus.

We may issue debt securities as original issue discount securities to be
sold at a substantial discount below their principal amount. Original issue
discount securities may include zero coupon securities that do not pay any cash
interest for the entire term of the securities. The amount payable to the holder
of an original issue discount security upon an acceleration will be determined
in the manner described in the applicable prospectus supplement. Conditions
pursuant to which principal payments on the debt securities may be accelerated,
as well as any material federal income tax and other considerations applicable
to original issue discount securities, will be set forth in the applicable
prospectus supplement.

Unless otherwise indicated in the applicable prospectus supplement, the
terms of any series of debt securities may differ and we may, without the
consent of the holders of any of the debt securities, reopen a previous series
of debt securities and issue additional debt securities or establish additional
terms for the series.

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Covenants

Under the indentures, we will be required to:

- pay the principal, interest and any premium on the debt securities when
due;

- maintain a place of payment;

- deliver a report to the trustee(s) at the end of each fiscal year
reviewing our obligations under the indentures; and

- deposit sufficient funds with any paying agent on or before the due date
for any principal, interest or premium.

Any additional covenants will be described in the applicable prospectus
supplement.

Registration, transfer, payment and paying agent

Unless otherwise indicated in a prospectus supplement, each series of debt
securities will be issued in registered form only, without coupons, and will be
issued in denominations of $1,000 or any integral multiple.

Unless otherwise indicated in a prospectus supplement, the principal of the
debt securities and any applicable premium or interest will be payable, and debt
securities may be surrendered for registration of transfer or exchange, at an
office or agency to be maintained by us in the Borough of Manhattan, The City of
New York. Payments of interest with respect to any registered security, however,
may be made at our option by check mailed to the address of the person entitled
to payment or by transfer to an account maintained by the payee with a bank
located in the United States. No service charge shall be made for any
registration of transfer or exchange of debt securities, but we may require
payment of a sum sufficient to cover any tax or other governmental charge and
any other expenses that may be imposed in connection with the exchange or
transfer.

Unless otherwise indicated in the applicable prospectus supplement, we will
not be required to:

- issue, register the transfer of or exchange debt securities of any series
during a period beginning at the opening of business fifteen days before
any selection of debt securities of that series of like tenor and terms
to be redeemed and ending at the close of business on the day of that
selection;

- register the transfer of or exchange any registered security called for
redemption, except the unredeemed portion of any registered security
being redeemed in part; or

- issue, register the transfer of or exchange any debt security which has
been surrendered for repayment at the option of the holder, except the
portion, if any, of the debt security not to be repaid.

Ranking

We will issue debt securities as either senior debt securities, senior
subordinated debt securities, or subordinated debt securities. The senior debt
securities will be our senior unsubordinated obligations and will rank equally
in right of payment with all other unsubordinated indebtedness of ours. The
senior subordinated debt securities and subordinated debt securities will be our
general obligations and will be subordinated in right of payment to all existing
and future senior indebtedness. The prospectus supplement will describe the
subordination provisions and set forth the definition of senior indebtedness
applicable to the senior subordinated debt securities or subordinated debt
securities, as the case may be, and the approximate amount of the senior
indebtedness outstanding as of a recent date.

Global debt securities

The debt securities of a series may be issued in whole or in part in the
form of one or more global securities that will be deposited with, or on behalf
of, a depositary identified in the applicable prospectus supplement. Global debt
securities may be issued in either registered or bearer form and in either
temporary or

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<PAGE> 108

permanent form. Unless and until it is exchanged in whole or in part for
individual certificates evidencing debt securities, a global debt security may
not be transferred except as a whole:

- by the depositary to a nominee of the depositary;

- by a nominee of the depositary to the depositary or another nominee of
the depositary; or

- by the depositary or any nominee to a successor of the depositary or a
nominee of the successor.

The specific terms of the depositary arrangement with respect to a series
of global debt securities will be described in the prospectus supplement.

Outstanding debt securities

In determining whether the holders of the requisite principal amount of
outstanding debt securities have given any request, demand, authorization,
direction, notice, consent or waiver under the relevant indenture, the amount of
outstanding debt securities will be calculated based on the following:

- the portion of the principal amount of an original issue discount
security that shall be deemed to be outstanding shall be the portion of
the principal amount that could be declared to be due and payable upon a
declaration of acceleration pursuant to the terms of the original issue
discount security as of the date of the determination;

- the principal amount of a debt security denominated in a currency other
than U.S. dollars shall be the U.S. dollar equivalent of the debt
security's principal amount, determined on the date of its original
issue; and

- any debt security owned by us, an affiliate of ours or any obligor shall
be deemed not to be outstanding.

Redemption and repurchase

The debt securities may be redeemable at our option, may be subject to
mandatory redemption pursuant to a sinking fund or otherwise, or may be subject
to repurchase by us at the option of the holders. In each case, the redemption
or repurchase will be upon the terms, at the times and at the prices set forth
in the applicable prospectus supplement.

Conversion and exchange

The terms, if any, on which any series of debt securities is convertible
into or exchangeable for common stock, preferred stock or other debt securities
will be set forth in the applicable prospectus supplement. These terms may
include provisions for conversion or exchange, either mandatory, at the option
of the holders or at our option.

Events of default

Unless otherwise specified in the applicable prospectus supplement, each of
the following would constitute an event of default, as defined in the
indentures, with respect to the debt securities of any series:

- failure to pay the principal of or premium, if any, on any debt security
of that series when due upon maturity, redemption, repurchase at the
option of the holder or otherwise;

- failure to pay interest on any debt security of that series when due and
the default continues for a period of time to be specified in the
applicable prospectus supplement;

- failure to make a deposit of any sinking fund payment in respect of the
debt securities of that series when due;

- the breach of, or our failure to perform, any other covenant or warranty
in the indenture, other than a covenant or warranty included solely for
the benefit of other series of debt securities. This will only constitute
an event of default, however, if the default has not been cured for a
period to be specified in

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<PAGE> 109

the applicable prospectus supplement after notice to us by the applicable
trustee or the holders of not less than a fixed percentage in aggregate
principal amount of the debt securities of the applicable series;

- certain events of bankruptcy, insolvency or reorganization; or

- any other event of default that may be set forth in the applicable
prospectus supplement, including, but not limited to, an event of default
based on other debt being accelerated.

An event of default with respect to one series of debt securities does not
necessarily constitute an event of default with respect to any other series of
debt securities. Each indenture will provide that the trustee may withhold
notice of the occurrence of a default, other than a default in payment of
principal or of any applicable premium, interest, or of sinking fund payments,
if the trustee considers it in the interest of the holders to do so.

Each indenture will provide that if an event of default with respect to any
series of debt securities shall have occurred and is continuing, either the
relevant trustee or the holders of at least a fixed percentage in principal
amount of the debt securities of that series then outstanding may declare the
principal amount, or in the case of original issue discount securities, such
lesser amount as may be specified in the applicable prospectus supplement, of
all the debt securities of such series to be due and payable immediately. Under
certain conditions, such a declaration and its consequences may be rescinded and
annulled by the holders of a majority in principal amount of the debt securities
of that series outstanding under the applicable indenture.

No holder of any debt securities of a series has a right to institute a
proceeding with respect to the indenture or any of its remedies unless:

- the holders of at least a fixed percentage in principal amount of the
outstanding debt securities of the series have made written request, and
offered reasonable indemnity, to the trustee to institute the proceeding
as trustee,

- the trustee has failed to institute the proceeding within 60 days after
receipt of the notice, and

- the trustee has not within the 60-day period received directions
inconsistent with the holders' written request.

Such limitations do not apply, however, to a suit instituted by a holder of
a debt security for the enforcement of the payment of the principal, interest or
premium on the debt security on or after the respective due dates expressed in
the debt security.

During the existence of an event of default under an indenture, the trustee
is required to exercise the rights and powers vested in it under the indenture
and use the same degree of care and skill in its exercise as a prudent person
would exercise under the circumstances in the conduct of such person's own
affairs. Subject to the provisions of the indenture relating to the duties of
the trustee, if an event of default shall occur and be continuing, the trustee
is not under any obligation to exercise any of its rights or powers under the
indenture at the request or direction of any of the holders unless the holders
have offered to the trustee reasonable security or indemnity. Subject to certain
provisions concerning the rights of the trustee, the holders of a majority in
principal amount of the outstanding debt securities of any series have the right
to direct the time, method and place of conducting any proceeding for any remedy
available to the trustee, or exercising any trust, or power conferred on the
trustee.

Each indenture will provide that the trustee will, within five business
days after the occurrence of any default, give notice of the default to the
holders of the defaulted debt securities, unless the default shall have been
cured or waived. The trustee will be protected, however, in withholding notice
if it determines in good faith that withholding the notice was in the interest
of the holders, with the exception of defaults in payment of principal or of any
applicable interest or premium.

We are required to provide the trustee(s) with annual statements as to our
compliance with all conditions and covenants under the indentures.

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Modification and waivers

When authorized by resolutions of our board of directors, and the
trustee(s), we may amend, waive or supplement the indentures and the relevant
debt securities without the consent of the holders for certain specified
purposes, including, among other things:

- to cure ambiguities, defects or inconsistencies;

- to provide for the assumption of our obligations in the case of a merger
or consolidation;

- to add to our events of default or our covenants or to make any change
that would provide any additional rights or benefits to the holders of
the debt securities;

- to establish the form or terms of debt securities of any series and any
related coupons;

- to add guarantors;

- to secure the debt securities;

- to maintain the qualification of the indenture under the Trust Indenture
Act; or

- to make any change that does not adversely affect the rights of any
holder.

Other amendments and modifications of the indentures or the relevant debt
securities may be made by us and the applicable trustee with the consent of the
holders of not less than a majority of the aggregate principal amount of the
outstanding debt securities of each series that is affected, with each series
voting as a separate class. We cannot modify or amend the indentures or the
relevant debt securities to do any of the following without the consent of the
holder of each outstanding debt security that is affected:

- reduce the principal amount of, or extend the fixed maturity of the debt
securities, or alter or waive any redemption, repurchase or sinking fund
provisions of the debt securities;

- reduce the amount of principal of any original issue discount securities
that would be due and payable upon an acceleration of its maturity;

- change the currency in which any debt securities or any premium or
accrued interest is payable;

- reduce the percentage in principal amount outstanding of debt securities
of any series which must consent to an amendment, supplement or waiver or
consent to take any action under the indenture or the debt securities;

- impair the right to institute suit for the enforcement of any payment on
or with respect to the debt securities;

- waive a default in payment with respect to the debt securities or any
guarantee;

- reduce the rate or extend the time for payment of interest on the debt
securities;

- adversely affect the ranking of the debt securities of any series;

- release any guarantor from any of its obligations under its guarantee or
the indenture, except in compliance with the terms of the indenture; or

- solely in the case of a series of senior subordinated debt securities or
subordinated debt securities, modify any of the applicable subordination
provisions or the applicable definition of senior indebtedness in a
manner adverse to any holders.

The holders of a majority in aggregate principal amount of the outstanding
debt securities of any series may waive compliance by us with certain
restrictive provisions of the applicable indenture to the extent set forth in
the applicable prospectus supplement. The holders of a majority in aggregate
principal amount of the outstanding debt securities of any series may, on behalf
of all holders of debt securities of that series, waive any past default under
the applicable indenture with respect to debt securities of that series and its
consequences, except a default in the payment of the principal of or of any
applicable premium or interest on

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any debt securities of the series or in respect of a covenant or provision which
cannot be modified or amended without the consent of a larger fixed percentage
or of each holder.

Discharge, defeasance and covenant defeasance

When we establish a series of debt securities, we may provide that the
series is subject to the defeasance and discharge provisions of the applicable
indenture. If those provisions are made applicable, we may elect to either:

- defease and be discharged from, subject to some exceptions, all of our
obligations with respect to those debt securities; or

- be released from our obligations to comply with specified covenants
relating to those debt securities as described in the applicable
prospectus supplement.

To effect a defeasance or covenant defeasance, we must irrevocably deposit
in trust with the relevant trustee an amount in any combination of funds or
government obligations, which, through the payment of principal and interest in
accordance with their terms, will provide money sufficient to make payments on
those debt securities and any mandatory sinking fund or analogous payments on
those debt securities. We will not be released from any obligations that are
specified in the applicable prospectus supplement.

To establish this trust, we must, among other things, deliver to the
relevant trustee an opinion of counsel to the effect that the holders of those
debt securities:

- will not recognize income, gain or loss for U.S. federal income tax
purposes as a result of the defeasance or covenant defeasance; and

- will be subject to U.S. federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if the
defeasance or covenant defeasance had not occurred. In the case of
defeasance, the opinion of counsel must be based upon a ruling of the IRS
or a change in applicable U.S. federal income tax law occurring after the
date of the applicable indenture.

If we effect a covenant defeasance with respect to any debt securities, and
the debt securities are declared due and payable because of the occurrence of an
event of default or with respect to some other breach, the amount of deposit
with the relevant trustee may not be sufficient to pay amounts due on the debt
securities at the time of any acceleration. However, we would remain liable to
make payment of the amounts due at the time of acceleration.

The applicable prospectus supplement may further describe the provisions,
if any, permitting defeasance or covenant defeasance, including any
modifications to the provisions described above.

Governing law

The indentures and the debt securities will be governed by, and construed
in accordance with, the laws of the State of New York.

Regarding the trustees

The Trust Indenture Act contains limitations on the rights of a trustee,
should it become a creditor of ours, to obtain payment of claims or to realize
on certain property received by it in respect of any claims, as security or
otherwise. Each trustee is permitted to engage in other transactions with us and
our subsidiaries from time to time, provided that if the trustee acquires any
conflicting interest, it must either eliminate the conflict upon the occurrence
of an event of default under the relevant indenture or resign as trustee.

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DESCRIPTION OF PREFERRED STOCK

We may elect to issue preferred stock in one or more series. Our charter
and the Tennessee Business Corporation Act give our board of directors the
authority, without further shareholder action, to issue a maximum of 5,000,000
shares of preferred stock. We have already reserved 1,000,000 shares of Series A
Preferred Stock to be issued upon the exercise of Rights, as defined below,
issued in connection with our shareholder rights plan.

Our board of directors has the authority to create one or more series of
preferred stock, to issue shares of preferred stock up to the maximum number of
shares of preferred stock authorized, and to determine the preferences, rights,
privileges and restrictions of any series, including the dividend rights, voting
rights, rights and terms of redemption, liquidation preferences, the number of
shares constituting any such series and the designation of such series.

The applicable prospectus supplement will describe the terms of any series
of preferred stock being offered, including:

- the number of shares and designation or title of the shares;

- any liquidation preference per share;

- any date of maturity;

- any redemption, repayment or sinking fund provisions;

- any dividend rate or rates with respect to the shares;

- any voting rights;

- the terms and conditions upon which the preferred stock is convertible or
exchangeable, if it is convertible or exchangeable;

- any conditions or restrictions on the creation of indebtedness by us or
upon the issuance of any additional stock; and

- any additional voting, dividend, liquidation, redemption and other
rights, preferences, privileges, limitations and restrictions.

All shares of preferred stock offered will, when issued, be fully paid and
non-assessable.

DESCRIPTION OF COMMON STOCK

We have authority to issue 50,000,000 shares of common stock and 5,000,000
shares of preferred stock. As of September 30, 2000, 14,149,205 shares of our
common stock were outstanding. As of September 30, 2000, no shares of our
preferred stock were outstanding, although we have reserved 1,000,000 shares of
our Series A Preferred Stock for issuance upon the exercise of Rights under our
shareholder rights plan.

The holders of common stock are entitled to one vote per share on all
matters to be voted on by stockholders, including the election of directors.
Stockholders are not entitled to cumulative voting rights, and, accordingly, the
holders of a majority of the shares voting for the election of directors can
elect our entire board of directors. In that event, the holders of the remaining
shares will not be able to elect any person to our board of directors.

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<PAGE> 113

rata basis our remaining assets available for distribution. Holders of common
stock have no preemptive or other subscription rights, and there are no
conversion rights or redemption or sinking fund provisions with respect to such
shares. All outstanding shares of common stock are, and all shares being offered
by this prospectus will be, fully paid and not liable to further calls or
assessment by us.

In May 1997, our board of directors approved a shareholder rights plan. A
dividend of one stock purchase right, or "Right", per share of common stock was
distributed to shareholders of record on May 30, 1997. Shares of common stock
issued after the adoption of the rights plan automatically have Rights attached
to them. Under certain circumstances, each Right entitles the shareholders to
one-hundredth of one share of Series A preferred stock at an initial exercise
price of $100 per Right. We can redeem the Rights at any time prior to their
becoming exercisable at a redemption price of $.001 per Right. The Rights expire
in May 2007, unless we redeem them earlier.

The terms of our shareholder rights plan, the ability of our board of
directors to issue preferred stock with provisions determined by the board of
directors, and some of the provisions in our charter and bylaws may have the
effect of making it more difficult for a third party to acquire, or discouraging
a third party from attempting to acquire, control of us. These provisions could
limit the price investors may be willing to pay for our common stock, and may
deprive our common shareholders of any premium that they might otherwise realize
from a takeover.

The summaries of selected provisions of our common stock, preferred stock
and shareholder rights plan appearing in this prospectus are not complete. Those
summaries are subject to, and are qualified entirely by, the provisions of our
charter, bylaws and rights agreement, all of which are included or incorporated
by reference as exhibits to the registration statement of which this prospectus
is a part. You should read our charter, bylaws and rights agreement. The
applicable prospectus supplement may also contain a summary of selected
provisions of our preferred stock, common stock and rights agreement. To the
extent that any particular provision described in a prospectus supplement
differs from any of the provisions described in this prospectus, then the
provisions described in this prospectus will be deemed to have been superseded
by that prospectus supplement.

DESCRIPTION OF WARRANTS

We summarize below some of the provisions that will apply to the warrants
unless the applicable prospectus supplement provides otherwise. The summary may
not contain all information that is important to you. The complete terms of the
warrants will be contained in the applicable warrant certificate and warrant
agreement. These documents have been or will be included or incorporated by
reference as exhibits to the registration statement of which this prospectus is
a part. You should read the warrant certificate and the warrant agreement. You
should also read the prospectus supplement, which will contain additional
information and which may update or change some of the information below.

General

We may issue warrants to purchase common stock independently or together
with other securities. The warrants may be attached to or separate from the
other securities. We may issue warrants in one or more series. Each series of
warrants will be issued under a separate warrant agreement to be entered into
between us and a warrant agent. The warrant agent will be our agent and will not
assume any obligations to any holder or beneficial owner of the warrants.

The prospectus supplement and the warrant agreement relating to any series
of warrants will include specific terms of the warrants. These terms include the
following:

- the title and aggregate number of warrants;

- the price or prices at which the warrants will be issued;

- the amount of common stock for which the warrant can be exercised and the
price or the manner of determining the price or other consideration to
purchase the common stock;
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<PAGE> 114

- the date on which the right to exercise the warrant begins and the date
on which the right expires;

- if applicable, the minimum or maximum amount of warrants that may be
exercised at any one time;

- if applicable, the designation and terms of the securities with which the
warrants are issued; and the number of warrants issued with each other
security;

- any provision dealing with the date on which the warrants and related
securities will be separately transferable;

- any mandatory or optional redemption provision;

- the identity of the warrant agent; and

- any other terms of the warrants.

The warrants will be represented by certificates. The warrants may be
exchanged under the terms outlined in the warrant agreement. We will not charge
any service charges for any transfer or exchange of warrant certificates, but we
may require payment for tax or other governmental charges in connection with the
exchange or transfer. Unless the prospectus supplement states otherwise, until a
warrant is exercised, a holder will not be entitled to any payments on or have
any rights with respect to the common stock.

Exercise of Warrants

To exercise the warrants, the holder must provide the warrant agent with
the following:

- payment of the exercise price;

- any required information described on the warrant certificates;

- the number of warrants to be exercised;

- an executed and completed warrant certificate; and

- any other items required by the warrant agreement.

If a warrant holder exercises only part of the warrants represented by a
single certificate, the warrant agent will issue a new warrant certificate for
any warrants not exercised. Unless the prospectus supplement states otherwise,
no fractional shares will be issued upon exercise of warrants, but we will pay
the cash value of any fractional shares otherwise issuable.

The exercise price and the number of shares of common stock for which each
warrant can be exercised will be adjusted upon the occurrence of events
described in the warrant agreement, including the issuance of a common stock
dividend or a combination, subdivision or reclassification of common stock.
Unless the prospectus supplement states otherwise, no adjustment will be
required until cumulative adjustments require an adjustment of at least 1%. From
time to time, we may reduce the exercise price as may be provided in the warrant
agreement.

Unless the prospectus supplement states otherwise, if we enter into any
consolidation, merger, or sale or conveyance of our property as an entirety, the
holder of each outstanding warrant will have the right to acquire the kind and
amount of shares of stock, other securities, property or cash receivable by a
holder of the number of shares of common stock into which the warrants were
exercisable immediately prior to the occurrence of the event.

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<PAGE> 115

Modification of the Warrant Agreement

The common stock warrant agreement will permit us and the warrant agent,
without the consent of the warrant holders, to supplement or amend the agreement
in the following circumstances:

- to cure any ambiguity;

- to correct or supplement any provision which may be defective or
inconsistent with any other provisions; or

- to add new provisions regarding matters or questions that we and the
warrant agent may deem necessary or desirable and which do not adversely
affect the interests of the warrant holders.

PLAN OF DISTRIBUTION

We may sell the Securities to one or more underwriters for public offering
and sale by them and may also sell the Securities to investors directly or
through agents. Any underwriter or agent involved in the offer and sale of
Securities will be named in the applicable prospectus supplement. We have
reserved the right to sell Securities directly to investors on our own behalf in
those jurisdictions where and in such manner as we are authorized to do so.

The distribution of the Securities may be effected from time to time in one
or more transactions at a fixed price or prices, which may be changed, or at
market prices prevailing at the time of sale, at prices related to prevailing
market prices, or at negotiated prices. Sales of common stock may be effected
from time to time in one or more transactions on the Nasdaq National Market or
in negotiated transactions or a combination of those methods. We may also, from
time to time, authorize dealers, acting as our agents, to offer and sell
Securities upon the terms and conditions as are set forth in the applicable
prospectus supplement. In connection with the sale of Securities, underwriters
may receive compensation from us in the form of underwriting discounts or
commissions and may also receive commissions from purchasers of the Securities
for whom they may act as agent. Underwriters may sell Securities to or through
dealers, and those dealers may receive compensation in the form of discounts,
concessions or commissions from the underwriters and/or commissions from the
purchasers for whom they may act as agent. Any underwriter, dealer or agent will
be identified, and any compensation received from us will be described, in the
prospectus supplement. Unless otherwise indicated in a prospectus supplement, an
agent will be acting on a best efforts basis and a dealer will purchase
Securities as a principal, and may then resell such Securities at varying prices
to be determined by the dealer.

Any underwriting compensation paid by us to underwriters or agents in
connection with the offering of Securities, and any discounts, concessions or
commissions allowed by underwriters to participating dealers, will be set forth
in the applicable prospectus supplement. Dealers and agents participating in the
distribution of Securities may be deemed to be underwriters, and any discounts
and commissions received by them and any profit realized by them on resale of
the Securities may be deemed to be underwriting discounts and commissions.
Underwriters, dealers and agents may be entitled, under agreements entered into
with us, to indemnification against and contribution toward civil liabilities,
including liabilities under the Securities Act, and to reimbursement by us for
expenses.

To facilitate an offering of a series of Securities, persons participating
in the offering may engage in transactions that stabilize, maintain, or
otherwise affect the price of the Securities. This may include over-allotments
or short sales of the Securities, which involves the sale by persons
participating in the offering of more Securities than have been sold to them by
us. In those circumstances, those persons would cover such over-allotments or
short positions by purchasing in the open market or by exercising any
over-allotment option granted to those persons. In addition, those persons may
stabilize or maintain the price of the Securities by bidding for or purchasing
Securities in the open market or by imposing penalty bids, whereby selling
concessions allowed to underwriters or dealers participating in an offering may
be reclaimed if Securities sold by them are repurchased in connection with
stabilization transactions. The effect of these transactions may be

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to stabilize or maintain the market price of the Securities at a level above
that which might otherwise prevail in the open market. Such transactions, if
commenced, may be discontinued at any time.

LEGAL MATTERS

Certain legal matters with respect to the Securities offered hereby will be
passed upon for us by Bass, Berry & Sims PLC, Nashville, Tennessee. Certain
legal matters will be passed upon for any agents or underwriters by counsel for
such agents or underwriters identified in the applicable prospectus supplement.

EXPERTS

The consolidated financial statements of Performance Food Group Company and
subsidiaries and the related financial statement schedules as of January 1, 2000
and January 2, 1999, and for each of the fiscal years in the three-year period
ended January 1, 2000, have been incorporated by reference in this registration
statement in reliance upon the report of KPMG LLP, independent auditors,
incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing.

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<PAGE> 117

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2,800,000 SHARES

[PFG LOGO]

PERFORMANCE FOOD GROUP COMPANY

COMMON STOCK

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PROSPECTUS SUPPLEMENT
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MERRILL LYNCH & CO.

FIRST UNION SECURITIES, INC.

DECEMBER 7, 2000

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