TROPICANA PRODUCTS INC, S-1/A, 1998-07-17

TROPICANA PRODUCTS INC
S-1/A, 1998-07-17
CANNED, FRUITS, VEG, PRESERVES, JAMS & JELLIES

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 17, 1998

REGISTRATION NO. 333-56783
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT

NO. 3

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------

TROPICANA PRODUCTS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

<TABLE>
<S> <C> <C>
DELAWARE 2033, 2037 13-3346705
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OF ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
</TABLE>

1001 13TH AVENUE EAST
BRADENTON, FLORIDA 34208
(941) 747-4461
(ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
RICHARD F. HAMM, JR., ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
TROPICANA PRODUCTS, INC.
1001 13TH AVENUE EAST
BRADENTON, FLORIDA 34208
(941) 747-4461
(NAME, ADDRESS INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING AREA CODE OF
AGENT FOR SERVICE)
------------------------
COPIES TO:

<TABLE>
<S> <C> <C>
GEORGE R. KROUSE, JR., ESQ. DANIEL R. PALADINO, ESQ. ROBERT E. BUCKHOLZ, JR., ESQ.
SARAH E. COGAN, ESQ. JOSEPH E. SEAGRAM & SONS, INC. SULLIVAN & CROMWELL
SIMPSON THACHER & BARTLETT 375 PARK AVENUE 125 BROAD STREET
425 LEXINGTON AVENUE NEW YORK, NEW YORK 10152 NEW YORK, NEW YORK 10004
NEW YORK, NEW YORK 10017 (212) 572-7000 (212) 558-4000
(212) 455-2000
</TABLE>

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

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of the Registration Statement.

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

If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] _____

If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] _____

If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] _____

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

------------------------
THE REGISTRANT HEREBY AMENDS THE REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

SUBJECT TO COMPLETION, DATED JULY 17, 1998

124,500,000 SHARES

TROPICANA PRODUCTS, INC.
[TROPICANA LOGO]
COMMON STOCK

(PAR VALUE $.01 PER SHARE)
------------------------

Of the 124,500,000 shares of Common Stock offered, 112,500,000 shares are
being offered in the United States and 12,000,000 shares are being offered in a
concurrent international offering outside the United States. The initial public
offering price and the aggregate underwriting discount per share will be
identical for both Offerings. See "Underwriting."

The 124,500,000 shares of Common Stock offered hereby represent 95.1% of
the outstanding shares of Common Stock of Tropicana Products, Inc. (the
"Company") and are being sold by Seagram Enterprises, Inc. (the "Selling
Stockholder"), an indirect, wholly-owned subsidiary of The Seagram Company Ltd.
("Seagram"). The Company will not receive any of the proceeds from the shares
being sold by the Selling Stockholder. Upon completion of the Offerings, the
Selling Stockholder will own 4.9% (or none, if the over-allotment options
granted by the Selling Stockholder are exercised in full) of the Common Stock of
the Company. See "Ownership of Common Stock."

Prior to the Offerings, there has been no public market for the Common
Stock of the Company. It is currently estimated that the initial public offering
price per share will be between $21 and $23. For factors to be considered in
determining the initial public offering price, see "Underwriting."

The Common Stock has been approved for listing on the New York Stock
Exchange under the symbol "TOJ," subject to notice of issuance.

SEE "RISK FACTORS" BEGINNING ON PAGE 8 FOR CERTAIN CONSIDERATIONS RELEVANT
TO AN INVESTMENT IN THE COMMON STOCK.
------------------------

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

<TABLE>
<CAPTION>
INITIAL PUBLIC UNDERWRITING PROCEEDS TO
OFFERING PRICE DISCOUNT(1) SELLING STOCKHOLDER(2)
-------------- ------------ ----------------------
<S> <C> <C> <C>
Per Share......................... $ $ $
Total(3).......................... $ $ $
</TABLE>

- ---------------
(1) The Company, the Selling Stockholder and Seagram have agreed to indemnify
the Underwriters against certain liabilities, including certain liabilities
under the Securities Act of 1933, as amended. See "Underwriting."

(2) Before deducting estimated expenses of $ payable by the Selling
Stockholder and the Company.

(3) The Company and the Selling Stockholder have granted to the Underwriters
options to purchase up to an aggregate of 12,450,000 additional shares of
Common Stock exercisable for a period of 30 days after the date hereof, at
the initial public offering price, less the underwriting discount, solely to
cover over-allotments, if any. If such options are exercised in full, the
total initial public offering price, underwriting discount and proceeds to
the Selling Stockholder and the Company will be $ , $ ,
$ and $ , respectively. See "Underwriting."
------------------------

The shares offered hereby are offered severally by the U.S. Underwriters,
as specified herein, subject to receipt and acceptance by them and subject to
their right to reject any order in whole or in part. It is expected that the
shares will be ready for delivery in New York, New York, on or about
, 1998, against payment therefor in immediately available funds.
------------------------

Joint Lead Managers and Bookrunners
GOLDMAN, SACHS & CO. MORGAN STANLEY DEAN WITTER
------------------------
BEAR, STEARNS & CO. INC. MERRILL LYNCH & CO.

The date of this Prospectus is , 1998
<PAGE> 3

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

AVAILABLE INFORMATION

The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-1 (herein, together with all
amendments and exhibits thereto, referred to as the "Registration Statement")
under the Securities Act of 1933, as amended (the "Securities Act") with respect
to the common stock, par value $.01 per share, of the Company (the "Common
Stock") offered hereby. This Prospectus, which forms a part of the Registration
Statement, does not contain all the information set forth in the Registration
Statement, certain portions of which have been omitted as permitted by the rules
and regulations of the Commission. Statements contained in this Prospectus as to
the contents of any contract or other document are not necessarily complete,
although the material terms thereof are described in the Prospectus, and, in
each instance, reference is made to the copy of such contract or other document
filed as an exhibit to the Registration Statement, each such statement being
qualified in all respects by reference to such contract or document. For further
information regarding the Company and the Common Stock offered hereby, reference
is hereby made to the Registration Statement which may be inspected without
charge at the Commission's principal office at 450 Fifth Street, N.W., Judiciary
Plaza, Room 1024, Washington, D.C. 20549, and the Commission's regional offices
at Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661 and Seven World Trade Center, Suite 1300, New York, New York
10048 as well as on the Commission's web site at http://www.sec.gov. Such
material can be inspected and copied at the offices of The New York Stock
Exchange, Inc. ("NYSE"), 20 Broad Street, New York, New York 10005, on which the
Common Stock will be listed. Copies of all or any portion of the Registration
Statement may be obtained from the Public Reference Section of the Commission,
450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates.

The Company is not currently subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"). As a
result of the Offerings, the Company will become subject to the informational
requirements of the Exchange Act. The Company will fulfill its obligations with
respect to such requirements by filing reports, proxy statements and other
information with the Commission. Such materials may be inspected and copied at
the offices of the Commission and in the manner described above and will also be
available at the offices of the NYSE.
------------------------

FORWARD-LOOKING STATEMENTS

This Prospectus contains statements which constitute "forward-looking
statements," in that they include statements regarding the intent, belief or
current expectations of the Company, its directors or its officers primarily
with respect to the future operating performance of the Company. Prospective
purchasers of Common Stock are cautioned that any such forward-looking
statements are not guarantees of future performance and may involve risks and
uncertainties, and that actual results may differ from those in the
forward-looking statements as a result of various factors (including, without
limitation, the actions of competitors, severe weather conditions, crop
failures, future global economic conditions, foreign exchange rates and other
factors), many of which are beyond the control of the Company. The information
under the captions "Risk Factors" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" identifies important factors that
could cause such differences. The occurrence of any such factors not currently
expected by the Company would significantly alter the results set forth in these
statements.

i
<PAGE> 4

OTHER INFORMATION

Trademarks owned or licensed by the Company included in this Prospectus
appear in italics. All other trademarks appearing in this Prospectus are the
property of their respective holders. Dole is a registered trademark of Dole
Food Company, Inc. ("Dole") that has been licensed by the Company. FruitCal is a
registered trademark of Procter & Gamble that has been licensed by the Company.

Unless stated otherwise, U.S. market share and retail sales data included
herein is based on sales in supermarkets with sales greater than $2 million
(measured in dollars) for the 52-week period ended January 11, 1998 as reported
by Information Resources, Inc. ("IRI"). Unless stated otherwise, international
market size and market share data included herein is based on supermarket sales
(measured in local currency and converted into U.S. dollars at the average rate
for the year) for the years ended December 1996 and 1997 as reported by A.C.
Nielsen Company. All statements regarding annual growth rates extend through the
52-week period ended December 1997 internationally and January 11, 1998 for the
United States. Convenience store unit sales information for the United States is
based on IRI data for the 52-week period ended February 8, 1998. U.S.
penetration information is based on A.C. Nielsen Company panel data for calendar
years 1994 and 1997.

ii
<PAGE> 5

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by, and should be read
in conjunction with, the more detailed information and financial statements and
the notes thereto appearing elsewhere in this Prospectus. Unless otherwise
indicated, (a) references in this Prospectus to the "Company" include Tropicana
Products, Inc., its subsidiaries and the subsidiaries and assets and liabilities
of Seagram's juice business which will be transferred to the Company prior to
the completion of the Offerings and (b) the information contained in this
Prospectus assumes no exercise of the Underwriters' over-allotment options
described under "Underwriting." The Company's fiscal year ends on the fourth
Sunday of December. Fiscal years 1995 and 1997 include 52 weeks while fiscal
year 1996 includes 53 weeks. Beginning in 1998, the Company changed its fiscal
year end to the last Sunday of December.

THE COMPANY

GENERAL

The Company is the world's largest marketer and producer of branded juices.
The Company's portfolio consists of some of the best known trademarks in juice
including Tropicana Pure Premium and Dole. Tropicana Pure Premium, the Company's
leading trademark, is the fifth largest brand of all food products sold in
grocery stores in the United States and has a 71.2% share of the $1.2 billion
chilled not-from-concentrate ("NFC") orange juice segment. The Company markets
and distributes its products in 23 countries.

Since 1993, the Company's net sales have grown at a more than 10% annual
rate to over $1.9 billion, while operating income has increased at an
approximately 15% annual rate to $167 million over the same period.

Within the U.S. juice and juice beverage market, the size of which
management believes to be approximately $16 billion across all channels of
trade, the Company competes in all three segments: chilled, ambient (shelf
stable not requiring refrigeration) and frozen. In the grocery trade channel, a
$9.8 billion market, the annual growth rate of the total juice and juice
beverage market since 1993 has been approximately 3%.

The Company's focus is on the faster growing chilled segment which has
experienced annual growth of nearly 6% over the past four years. The Company is
the market leader in the total chilled juice and chilled orange juice segments,
with market shares of 33.5% and 40.6%, respectively. Additionally, the Company
has been the driver of the growth of the chilled NFC orange juice segment which
has grown more than 8% annually since 1993. The Company's highest product profit
margins are in this fastest growing segment.

Internationally, the Company holds leading positions in the chilled orange
juice and chilled NFC orange juice segments in Belgium, Canada, France and the
United Kingdom. Since 1995, across all four countries, both segments have
exhibited strong growth, with annual sales growth of nearly 12% for chilled
orange juice and 20% for chilled NFC orange juice. In addition, the Company is
expanding its presence in Asia, with chilled juice sales in Japan (through a
joint venture with Kirin), Taiwan and Hong Kong as well as ambient juice sales
in China and Japan.

In addition to Tropicana Pure Premium and Dole juices, the Company's
products also include Tropicana Season's Best and Tropicana Pure Tropics 100%
juices and Tropicana Twister juice beverages in the United States, and Fruvita
chilled and Hitchcock ambient NFC juices and Looza nectars and juices in Europe.
In 1997, the Company acquired Copella Fruit Juices Limited, a company which
produces and markets the best selling NFC apple juice in the United Kingdom.

All of the Company's ready-to-serve products are pasteurized to prolong
shelf life and ensure safety. Management believes that the Company's brands have
become synonymous with high quality, great tasting and healthy juices.

1
<PAGE> 6

THE MARKET

The Company believes there will be continued growth in the total juice and
juice beverage market. Management believes that consumers have become
increasingly aware of the connection between diet and good health, and as a
result, demand for fruits and vegetables, and fruit and vegetable juices, is
increasing. Juices (especially orange juice) are perceived not only as healthy
but also great tasting, a much sought after combination in the food business.
Consumers around the world are looking for better quality, fresher tasting
juices in convenient packaging. The Company believes recent media coverage in
the United States concerning the high nutritional value of some juices
(including orange juice) has contributed to higher growth rates for chilled
juices and chilled NFC orange juice, where the Company is the market leader. In
1997, the chilled NFC juice segment in grocery grew approximately 12% in the
United States, the largest market for this segment. Internationally, where
chilled NFC juice is relatively new, the growth rates were significantly higher
than that of the United States, at nearly 23% in Canada, more than 19% in France
and more than 23% in the United Kingdom.

Management estimates that 1997 per capita consumption of packaged,
ready-to-serve juice and juice beverages, which averaged less than 2 gallons
worldwide, varies from a high of approximately 15 gallons in the United States
to 6 gallons in Europe and approximately one-half gallon in Asia. Management
believes that as major retailers continue to expand internationally, retail and
distribution infrastructure will be developed to support growth in sales of
higher quality packaged juices, both chilled and ambient. The Company believes
it is well positioned to continue to take advantage of the growth potential both
in the United States and in international markets.

COMPETITIVE STRENGTHS

In the last five years, the Company's U.S. business has been significantly
reoriented with the intent of strengthening consumer and customer focus and
enhancing operational effectiveness and efficiency. Similar initiatives are now
being implemented outside the United States. These initiatives have contributed
to the following competitive strengths:

MARKET LEADERSHIP IN A GROWING CATEGORY. The Company has the highest market
share among chilled orange juice competitors in the United States and in most
countries it has entered. The Company's size in the United States allows it to
enjoy economies of scale relative to its competition in chilled distribution,
packaging, manufacturing and marketing.

In the United States, orange juice consumption has continued to shift from
frozen orange juice to chilled from-concentrate ("FC") orange juice to chilled
NFC orange juice. Since 1993, the annual growth rate for chilled NFC orange
juice has been greater than 8% as compared to less than 5% growth for chilled FC
orange juice and a decline of more than 6% for frozen orange juice.
Internationally, the Company has built on its success in the United States by
establishing the chilled NFC orange juice segment in Canada, the United Kingdom
and France.

STRONG BRAND EQUITIES. Tropicana Pure Premium is the most widely recognized
orange juice brand in the United States and Canada and the most widely
recognized chilled orange juice brand in France and the United Kingdom. It is
the fifth largest selling food brand in U.S. grocery stores and Tropicana is the
fourth largest selling brand in Canadian grocery stores. Management believes
that the Dole trademark, which has been in use for over fifty years, is widely
known in many countries throughout the world for freshness and quality in fruits
and vegetables.

2
<PAGE> 7

SUCCESSFUL INNOVATION IN PRODUCTS AND TECHNOLOGY. In June 1998, the
Company opened a new research and development facility which includes a state of
the art pilot plant. The Company's research and development efforts, which it
believes are the most extensive in the juice industry, focus on all aspects of
the procurement, production and packaging processes, including fruit processing,
juice blending, nutritional understanding, new product development, and
packaging technologies and processes.

GROWTH STRATEGIES

CONTINUE TO DRIVE GROWTH OF TROPICANA PURE PREMIUM AND THE CHILLED NFC
SEGMENT IN THE UNITED STATES. Chilled NFC orange juice is approximately a $1.2
billion segment in the United States. The percentage of households buying
chilled NFC orange juice has expanded from 35% in 1994 to approximately 42% in
1997. The chilled NFC orange juice segment is more developed in the northeastern
part of the country where the penetration rate (percentage of households buying
chilled NFC orange juice) is more than double that of the west coast. Tropicana
Pure Premium case volumes have continued to grow across the country in all
markets, while the Company has successfully added marketing and distribution
resources to accelerate growth outside the northeast. The Company believes that
as the market leader it is well positioned to continue to grow this segment by
encouraging consumers to trade up from FC orange juice.

The Company has also implemented a series of programs designed to increase
consumption of Tropicana Pure Premium. These programs include larger package
sizes, new citrus flavor blends, frequent buyer programs and public relations
programs focused on the health benefits of drinking Tropicana Pure Premium. The
Company is also expanding the availability of Tropicana Pure Premium in
convenience stores and foodservice channels, and improving its packaging to
better service the increasing consumer trend toward consumption outside the
home.

FOCUS ON EXTENSION OF THE PRODUCT PORTFOLIO AND PRODUCT AND PACKAGING
INNOVATION. The Company is continuously introducing line extensions under the
Tropicana Pure Premium label. For example, the Company successfully introduced
Tropicana Pure Premium with Calcium and its new Tropical Orange flavor. The
Company is also testing new products, including Tropicana Fruitwise, a line of
smoothies and fortified shakes currently available in approximately 9% of the
United States. The Company continues to innovate and provide consumer-friendly,
easy-to-use packaging, including pour spouts on cartons with easy-to-open
plastic pull rings and plastic packaging.

CONTINUE TO BUILD LEADERSHIP POSITION WITH THE TRADE. The Company plans to
continue to bring new products and services to the retail trade to enhance its
leadership position in the United States. It also plans to extend many of the
services it currently provides to the grocery trade to other trade channels as
well. Management has developed customer service metrics to measure progress in
all key areas including forecasting accuracy, order fulfillment, invoice
accuracy and inventory management.

sales in Canada, France and the United Kingdom account for most of the
international net sales. Management believes there is additional opportunity for
significant growth within existing markets, as well as the opportunity to grow
through entry into new markets as the right consumer and trade conditions arise.
The Company may also pursue acquisitions that are complementary and add new
operating capabilities or access to new markets.

IMPROVE OPERATING MARGINS. The Company has been successful at growing its
higher priced, higher margin chilled NFC products in the United States while
de-emphasizing the lower margin frozen and juice beverage products, which has
resulted in improved overall U.S. operating margins. The Company has also
reformulated some of its FC juices and beverage products for lower cost and
higher consumer acceptance, thereby improving margins on these products as well.
While reengineering has already addressed major structural cost savings
opportunities in the United States, the Company is continuing to pursue
additional cost reductions to maintain or improve margins. Internationally, the
Company has begun similar reengineering programs in Europe in the areas of
manufacturing and logistics which it believes will improve efficiencies and
effectiveness. Additionally, the Company believes that, as it continues to build
volume in existing international markets, it will gain the benefits of economies
of scale.

RISK FACTORS

See "Risk Factors" for a discussion of certain risks that should be
considered in connection with an investment in the Common Stock offered hereby
including, without limitation, risks related to: (i) competition; (ii)
fluctuations in prices of oranges and other ingredients; (iii) severe weather
conditions, natural disasters and crop risk; (iv) dependence on Bradenton
facility; (v) relationship with Seagram; absence of recent operating history as
an independent public company; (vi) reliance on key vendors; (vii) government
regulation; (viii) risks associated with acquisitions; (ix) general risks of
food industry; (x) environmental matters; (xi) risks associated with loss of
proprietary rights; (xii) product liability; product recalls; (xiii) social,
political and economic risks affecting foreign operations and effects of foreign
currency fluctuations; (xiv) year 2000 risk; (xv) anti-takeover effects of
certain provisions of the certificate and by-laws of the Company; (xvi)
potential adverse effect on the public market of shares eligible for future
sale; and (xvii) absence of prior public market; volatility of stock prices.

4
<PAGE> 9

THE OFFERINGS

The offering hereby of 112,500,000 shares of Common Stock initially being
offered in the United States (the "U.S. Offering") and the offering of
12,000,000 shares of Common Stock initially being offered in a concurrent
international offering outside the United States (the "International Offering")
are collectively referred to as the "Offerings." The underwriters for the U.S.
Offering (the "U.S. Underwriters") and the underwriters for the International
Offering (the "International Underwriters") are collectively referred to as the
"Underwriters." The closing of each Offering is conditioned upon the closing of
the other Offering.

Common Stock offered by the
Selling Stockholder(1):

U.S. Offering............... 112,500,000 shares

International Offering...... 12,000,000 shares
----------

Total............... 124,500,000 shares
===========
Common Stock to be outstanding
after the Offerings......... 130,914,826 shares(1)(2)

NYSE Symbol................... "TOJ"(3)

Use of Proceeds............... The Company will not receive any of the
proceeds of the Offerings other than the
proceeds, if any, received as a result of the
exercise of the Underwriters' over-allotment
options. Any proceeds received as a result of
the exercise of the over-allotment options will
be used to reduce indebtedness under the Bank
Credit Facility (as defined herein). See "Use
of Proceeds."

Dividend Policy............... The Company expects to pay regular quarterly
cash dividends on its Common Stock, beginning
with an initial quarterly dividend of $ per
share payable for the quarter ending
. No assurance can be given that
the Company will be able to continue to pay
dividends in the future. See "Dividend Policy."

Rights........................ One Preferred Stock Purchase Right (a "Right")
will be attached to each share of Common Stock
sold in the Offerings. See "Description of
Capital Stock -- Antitakeover Effects of
Certain Provisions of the Certificate and
By-Laws -- Rights Plan."
- ---------------
(1) Assumes that the Underwriters' over-allotment options are not exercised. See
"Underwriting."

(2) Does not include 13,000,000 shares of Common Stock issuable upon exercise of
stock options to be granted upon consummation of the Offerings or options or
other awards available for grant under the SIP (as defined herein). See
"Management -- Stock Incentive Plan."

(3) The Common Stock has been approved for listing on the NYSE under the symbol
"TOJ," subject to notice of issuance.
------------------------

The principal executive offices of the Company are located at 1001 13th
Avenue East, Bradenton, Florida 34208. Its telephone number is (941) 747-4461.

5
<PAGE> 10

SUMMARY COMBINED HISTORICAL AND PRO FORMA FINANCIAL DATA

Set forth below is summary combined historical financial data of the
Company for each of the five years in the period ended December 28, 1997 and for
the three month periods ended March 30, 1997 and March 29, 1998, and the pro
forma financial data for the Company giving effect to (i) the declaration of an
approximately 1.3 million for 1 Common Stock split (the "Stock Split"), (ii) the
incurrence by the Company of $600 million of indebtedness, (iii) the redemption
by the Company of $300 million of capital from a Seagram affiliate and (iv)
settlement through repayment and capitalization of net balances with Seagram
affiliates. The actual amount of the net intercompany balances repaid or
capitalized will depend on the balances as of the closing of the Offerings. The
net balance due to Seagram as of March 29, 1998 was $563 million and will be
affected by the Company's operating results, working capital changes and capital
expenditures through the closing. The summary combined historical financial data
should be read in conjunction with the "Selected Combined Historical Financial
Data," "Unaudited Pro Forma Combined Financial Data," "Management's Discussion
and Analysis of Financial Condition and Results of Operations" and the Combined
Financial Statements and Notes thereto included elsewhere in this Prospectus. In
addition, see "Management's Discussion and Analysis of Financial Condition and
Results of Operations" for a discussion of factors that affect the comparability
of the summary combined historical financial data.

<TABLE>
<CAPTION>
FISCAL YEAR ENDED THREE MONTHS ENDED
------------------------------------------------------------------------ ---------------------
DECEMBER 26, DECEMBER 25, DECEMBER 24, DECEMBER 29, DECEMBER 28, MARCH 30, MARCH 29,
1993 1994 1995 1996 1997 1997 1998
------------ ------------ ------------ ------------ ------------ --------- ---------
(DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
OPERATING DATA:
HISTORICAL
Net sales.................... $1,302 $1,425 $1,663 $1,895 $1,934 $ 493 $ 505
Cost of goods sold........... 848 971 1,212 1,352 1,337 342 360
------ ------ ------ ------ ------ ------ ------
Gross profit................. 454 454 451 543 597 151 145
Selling, general and
administrative expenses.... 358 380 374 418 430 115 105
------ ------ ------ ------ ------ ------ ------
Operating income............. 96 74 77 125 167 36 40
Related party interest
expense, net............... 80 78 83 64 16 8 6
Provision for income taxes... 20 7 17 40 70 13 17
Cumulative effect of
accounting change for
postemployment benefits,
after tax.................. -- (9) -- -- -- -- --
------ ------ ------ ------ ------ ------ ------
Net income (loss)............ $ (4) $ (20) $ (23) $ 21 $ 81 $ 15 $ 17
====== ====== ====== ====== ====== ====== ======
Basic and diluted earnings
(loss) per pro forma
share(1)..................... $(0.03) $(0.15) $(0.18) $ 0.16 $ 0.62 $ 0.11 $ 0.13
====== ====== ====== ====== ====== ====== ======
PRO FORMA
Net sales............................................................................... $1,934 $ 505
Cost of goods sold...................................................................... 1,337 360
------ ------
Gross profit............................................................................ 597 145
Selling, general and administrative expenses............................................ 430 105
------ ------
Operating income........................................................................ 167 40
Interest expense........................................................................ 40 10
Provision for income taxes.............................................................. 61 15
------ ------
Net income.............................................................................. $ 66 $ 15
====== ======
Basic and diluted earnings per share(1)................................................. $ 0.50 $ 0.11
====== ======
</TABLE>

(table continued on following page)

6
<PAGE> 11

<TABLE>
<CAPTION>
FISCAL YEAR ENDED AS OF MARCH 29,
------------------------------------------------------------------------ 1998
DECEMBER 26, DECEMBER 25, DECEMBER 24, DECEMBER 29, DECEMBER 28, --------------------
1993 1994 1995 1996 1997 ACTUAL PRO FORMA
------------ ------------ ------------ ------------ ------------ ------- ----------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital, net of
related party receivable.... $ 48 $ 116 $ 147 $ 195 $ 177 $ 201 $ 201
Total assets.................. 1,612 1,655 2,026 2,032 2,215 2,278 2,081
Long-term debt................ 817 817 988 707 738 760 600
Stockholders' equity.......... 512 526 607 964 1,071 1,083 1,046
</TABLE>

Volume(3):
Tropicana Pure
Premium........... 44 52 58
All other brands.... 45 50 58
------ ------ ------
Total volume.... 89 102 116
====== ====== ======

CASH FLOW DATA:
Cash flow provided by
(used for):
Operating
activities(4)..... $ 38 $ 31 $ 96
Investing
activities........ (53) (59) (362)
Financing
activities........ 3 34 278

<CAPTION>
FISCAL YEAR ENDED THREE MONTHS ENDED
--------------------------- -------------------------------
DECEMBER 29, DECEMBER 28, MARCH 30, MARCH 29,
1996 1997 1997 1998
------------ ------------ -------------- --------------
(DOLLARS IN MILLIONS, EXCEPT VOLUME DATA)
<S> <C> <C> <C> <C>
OTHER DATA:
EBITDA(2)............. $ 215 $ 267 $ 60 $ 66
Depreciation and
amortization of
assets.............. 61 70 16 19
Amortization of
goodwill............ 29 30 8 7
Capital
expenditures........ 120 102 28 24
Volume(3):
Tropicana Pure
Premium........... 64 71 18 21
All other brands.... 66 61 16 14
------ ------ ------ ------
Total volume.... 130 132 34 35
====== ====== ====== ======
CASH FLOW DATA:
Cash flow provided by
(used for):
Operating
activities(4)..... $ 54 $ 81 $ 3 $ (3)
Investing
activities........ (131) (146) (30) (20)
Financing
activities........ 69 68 24 27
</TABLE>

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

(1) All per share data are based upon the shares that will be outstanding upon
consummation of the Offerings. There will be no dilutive securities
outstanding upon consummation of the Offerings.

(2) EBITDA represents earnings before net interest expense, income taxes,
depreciation and amortization. EBITDA information is included because the
Company understands that such information is a standard measure commonly
reported and widely used by certain investors and analysts, particularly in
respect of the valuation of food and beverage companies. EBITDA is not
intended to represent and should not be considered more meaningful than, or
an alternative to, other measures of performance determined in accordance
with generally accepted accounting principles. EBITDA may be calculated
differently by other companies.

(3) Volumes represent 4 gallon equivalent cases in millions.

(4) Cash provided from operating activities includes the change in receivables
from related parties, net. See the Combined Statement of Cash Flows in the
Company's Combined Financial Statements included elsewhere in this
Prospectus.

7
<PAGE> 12

RISK FACTORS

Prospective investors should consider carefully the following factors in
conjunction with the other information included in this Prospectus before
purchasing any of the Common Stock offered hereby.

COMPETITION

The juice and juice beverage market is intensely competitive and highly
fragmented. The Company's products compete in many of the juice and juice
beverage segments branded juices and juice beverages produced both domestically
and abroad. The Company's products also compete with lower-priced private label
juices and juice beverages and with other types of beverages for shelf space in
retail stores. The Company competes for access to chilled distribution networks,
particularly in emerging juice markets. In some markets, the Company's
competitors are larger and have greater financial and other resources than the
Company or are divisions or subsidiaries of larger companies. Competition could
cause the Company to lose market share, increase expenditures or reduce pricing,
which could have a material adverse effect on the Company's business, financial
condition and results of operations. See "Business."

FLUCTUATIONS IN PRICES OF ORANGES AND OTHER INGREDIENTS

The main ingredients the Company uses to produce its products are oranges
and other fruits. The Company purchases agricultural commodities from growers.
Nearly all of the Company's Florida oranges are provided by growers under
agreements with terms ranging from one to 15 years and which typically provide
for market-based pricing subject to a floor. During periods of abundant supply
of oranges, the existence of those floors may put the Company at a competitive
disadvantage to those purchasing on the spot market. The prices of oranges and
other ingredients have been, and the Company expects them to continue to be,
subject to significant volatility. While all such ingredients are available from
numerous independent suppliers, raw materials are subject to fluctuations in
price attributable to, among other things, changes in crop size and federal and
state agricultural programs. Due to the Company's position as one of the largest
purchasers of Florida oranges, the Company may face difficulties in acquiring
oranges from alternate supply sources, if necessary, at favorable prices.
Generally, the Company does not hedge its raw material purchases. The Company
may not be able to pass price increases in these materials on to its customers.
The Company's failure to pass on price increases or competitive pressure to
reduce prices in times of abundant orange supply could have a material adverse
effect on the Company's business, financial condition and results of operations.
See "Business -- Raw Materials."

SEVERE WEATHER CONDITIONS, NATURAL DISASTERS AND CROP RISKS

Severe weather conditions and natural disasters, such as freezes, frosts,
floods, hurricanes, tornados, droughts or earthquakes, and crop diseases, may
affect the Company's supply of raw materials, its facilities and its owned grove
in China. If the supply of any of the Company's raw materials is adversely
affected by weather conditions, there can be no assurance that the Company will
be able to obtain sufficient supplies from other sources. Historically,
significant weather-related shortages in fruit harvests have resulted in price
increases for products that have partially offset increases in raw material
costs and reductions in sales volumes. Nevertheless, no assurance can be given
that, if such adverse weather conditions persist, fruit supply will not be
affected with consequent adverse effects on the Company's cost of goods sold,
inventory and sales.

DEPENDENCE ON BRADENTON FACILITY

The Company's manufacturing operations in Bradenton, Florida provide
approximately 90% of the Company's Tropicana Pure Premium products distributed
worldwide. A disruption in the regularly conducted business at the Bradenton
facility caused by a catastrophic event would have a material

8
<PAGE> 13

adverse effect on the Company's operations. There can be no assurance that the
Company's other facilities or co-packing arrangements could handle any excess
workload.

RELATIONSHIP WITH SEAGRAM; ABSENCE OF RECENT OPERATING HISTORY AS AN INDEPENDENT
PUBLIC COMPANY

The Company is currently an indirect, wholly-owned subsidiary of Seagram.
After the Offerings, Seagram will have no more than a 5% ownership interest in
the Company. Prior to the Offerings, the Company engaged in various intercompany
transactions and arrangements with, and was provided certain services by,
Seagram and its affiliates. Following the completion of the Offerings, such
arrangements will be terminated or modified. See "Certain Relationships and
Related Transactions." The Company believes that it has benefited as a result of
being a wholly-owned subsidiary of Seagram and there can be no assurance that
the severance of that relationship will not have a material adverse effect on
the Company's business, financial condition and results of operations.

The Company has not been a stand-alone company since 1978. After the
Offerings, the Company will operate as an independent public company, and
Seagram will have no obligation to provide assistance to the Company except as
described in "Certain Relationships and Related Party Transactions."

RELIANCE ON KEY VENDORS

The Company relies on several key vendors for the provision of certain
materials and services necessary for the production and distribution of the
Company's products. Many of these vendors are members of consolidating
industries with limited numbers of participants, which could make obtaining
alternate sources of supply difficult. Some of the supplies and services
provided by such vendors include paperboard cartons, corrugated boxes, glass
bottles, plastic bottles and distribution systems. In the case of a "force
majeure," labor strike or other type of unforeseen event, service from any of
these vendors could be suspended and could cause an interruption in the
Company's business. There can be no assurance that the occurrence of any such
event involving any of these or any other of the Company's vendors would not
have a material adverse effect on the Company's business, financial condition
and results of operations. See "Business -- Raw Materials."

GOVERNMENTAL REGULATION

The Company's operations and properties are subject to regulation by
various federal, state and local governmental entities and agencies as well as
foreign governmental entities. As a producer of food products, the Company's
operations are subject to stringent production, packaging, quality, labeling and
distribution standards in each of the countries where the Company conducts
operations, including, in the United States, those of the Federal Food and Drug
Act. The operations of the Company's production and distribution facilities are
subject to various federal, state and local environmental laws and workplace
regulations both domestically and abroad. These laws and regulations include, in
the United States, the Occupational Safety and Health Act, the Fair Labor
Standards Act, the Clean Air Act and the Clean Water Act. Representatives of the
United States and Florida Departments of Agriculture maintain offices at the
Company's plant in Bradenton, Florida, and monitor the Company's compliance with
federal and state requirements. The United States Department of Agriculture and
the corresponding departments of the various states have regulations to which
citrus juice producers must adhere. In addition, local departments of health
exercise further supervisory control. The Company believes that its current
legal and environmental compliance programs adequately address such concerns and
that it is in substantial compliance with applicable laws and regulations.
However, compliance with, or any violation of, current and future laws or
regulations could require material expenditures by the Company or otherwise have
a material adverse effect on the Company's business, financial condition and
results of operations. See "Business -- Governmental Regulation" and
"Business -- Environmental Matters."
9
<PAGE> 14

RISKS ASSOCIATED WITH ACQUISITIONS

The Company may pursue acquisitions that are complementary and add new
operating capabilities or access to new markets. There are various risks
associated with pursuing acquisitions. These risks include problems inherent in
integrating new businesses including potential loss of customers and key
personnel, potential disruption of operations and potential difficulties in
integrating systems. The process of integrating acquisitions may also adversely
affect the Company's existing businesses. For example, in late 1995 and early
1996, at the time the Company integrated its acquisition of the Dole fruit juice
business and in part as a consequence thereof, the Company experienced
difficulties in properly accounting for its juice and packaging inventories. The
causes of these difficulties were identified by the Company and corrected.
However, there can be no assurance that future acquisitions will not give rise
to other disruptions to the Company's business, or that the Company will be able
to identify suitable acquisition candidates, complete acquisitions on reasonable
terms, or successfully integrate the operations of other acquired entities.

GENERAL RISKS OF FOOD INDUSTRY

The food products manufacturing industry is subject to a number of risks,
including: (i) potential adverse changes in general economic conditions; (ii)
risks to crops which provide key ingredients for the Company's products; (iii)
evolving consumer preferences; (iv) federal, state, local and foreign food
processing controls; (v) consumer product liability claims; (vi) product
tampering; and (vii) the availability and cost of product liability insurance.
The realization of any of these risks could have a material adverse effect on
the Company's business, financial condition and results of operations. See
"Business."

ENVIRONMENTAL MATTERS

The past and present business operations of the Company and the past and
present ownership and operation of real property by the Company are subject to
extensive and changing federal, state, local and foreign environmental laws and
regulations including those pertaining to storage, use and production of certain
hazardous and other regulated materials, the release or discharge of
contaminants into the environment and the operation of pollution control
equipment and systems and the management and disposition of wastes (including
solid and hazardous wastes). As is customary in the industry, the Company has
maintained and operated large ammonia-based refrigeration systems for its
facilities in Bradenton and Fort Pierce, Florida and in City of Industry,
California, for many years. Smaller ammonia-based systems are maintained and
operated at Company facilities in Lakeland, Florida, Jersey City, New Jersey,
Cincinnati, Ohio, and Borgloon and Port of Ghent, Belgium. The Company believes
these systems currently are in substantial compliance with all applicable laws
and regulations. Ammonia is a listed hazardous substance pursuant to various
environmental regulations, and if released into the environment in significant
amounts, could have a material adverse effect on human health and the
environment. No assurance can be given that future changes in environmental
regulations or additional environmental issues relating to currently known
matters or identified sites or to other matters or sites will not require
additional, currently unanticipated compliance, investigation, assessment or
expenditures. See "Business -- Environmental Matters."

RISKS ASSOCIATED WITH LOSS OF PROPRIETARY RIGHTS

The Company believes that its trademarks and other proprietary rights are
important to its success and its competitive position. Accordingly, the Company
devotes substantial resources to the establishment and protection of its
trademarks and proprietary rights. The Company has an exclusive, royalty-free
license to use the Dole brand name with respect to juices and juice beverages
(excluding canned pineapple juice). In certain jurisdictions the Tropicana, Dole
and other trademarks may be unavailable due to prior registrations or
applications or use by third parties. The loss

10
<PAGE> 15

of its trademarks and other proprietary rights could have a material adverse
effect on the Company. See "Business -- Products and Markets."

PRODUCT LIABILITY; PRODUCT RECALLS

The Company may be liable if the consumption of any of its products causes
injury, illness or death. The Company also may be required to recall certain of
its products that become contaminated or are damaged or mislabeled. The Company
is not currently aware of any material product liability claim against the
Company or product recall that may be required by the Company. However, a
product liability judgment against the Company or a product recall could have a
material adverse effect on the Company's business, financial condition and
results of operations.

SOCIAL, POLITICAL AND ECONOMIC RISKS AFFECTING FOREIGN OPERATIONS AND EFFECTS OF
FOREIGN CURRENCY FLUCTUATIONS

The Company has operations based in foreign countries and its products are
sold in 23 countries. See "Business -- Products and Markets -- International
Markets." The Company is exposed to the risk of changes in social, political and
economic conditions inherent in foreign operations, including changes in the
laws and policies that govern foreign investment in countries where it has
operations as well as, to a lesser extent, changes in U.S. laws and regulations
relating to foreign trade and investment. In addition, the Company's results of
operations and the value of its foreign assets are affected by fluctuations in
foreign currency exchange rates, which may favorably or adversely affect
reported earnings and, accordingly, the comparability of period-to-period
results of operations. Changes in currency exchange rates may affect the
relative prices at which the Company and foreign competitors sell their products
in the same market. For 1996 and 1997, 18.7% and 19.2%, respectively, of the
Company's net sales were outside the United States. In addition, the cost of
certain items required in the Company's operations will be affected by changes
in the value of the relevant currencies. There can be no assurance as to the
future effect of any such changes in social, political and economic conditions.
See "Management's Discussion and Analysis of Financial Condition and Results of
Operations."

YEAR 2000 RISK

The Company has implemented a Year 2000 program aimed at ensuring that the
Company's computer systems and applications will function properly beyond 1999.
The Company believes it has allocated adequate resources for this purpose and
expects its Year 2000 date conversion program to be successfully completed on a
timely basis. There can, however, be no assurance that this will be the case.
The ability of third parties with whom the Company transacts business to address
adequately their Year 2000 issues is outside of the Company's control. There can
be no assurance that the failure of the Company or such third parties to address
adequately their respective Year 2000 issues will not have a material adverse
effect on the Company's business, financial condition and results of operations.
See "Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Year 2000."

ANTITAKEOVER EFFECTS OF CERTAIN PROVISIONS OF THE CERTIFICATE AND BY-LAWS OF THE
COMPANY

The Amended and Restated Certificate of Incorporation of the Company (the
"Certificate") and the Amended and Restated By-Laws of the Company (the
"By-Laws"), the Rights, and applicable provisions of the Delaware General
Corporation Law (the "DGCL"), contain several provisions that may make it more
difficult to acquire control of the Company without the approval of the
Company's Board of Directors (the "Board"). Certain provisions of the
Certificate and the By-Laws, among other things, (i) classify the Board into
three classes, each of which (after an initial transition period) will serve for
staggered three-year periods; (ii) provide that the number of directors shall
not be more than 15; (iii) provide that a director of the Company may be removed
by the stockholders only for cause; (iv) provide that only the Board or the
Chairman of the Board may call
11
<PAGE> 16

special meetings of the stockholders; (v) provide that the stockholders may take
action only at a meeting of the stockholders; (vi) provide that stockholders
must comply with certain advance notice procedures in order to nominate
candidates for election to the Board or to place stockholders' proposals on the
agenda for consideration at meetings of the stockholders; and (vii) provide that
the stockholders may amend or repeal any of the foregoing provisions of the
Certificate or the By-Laws only by a vote of 80% of the Common Stock. The Rights
would cause substantial dilution to a person or group that attempts to acquire
the Company on terms not approved in advance by the Board. With certain
exceptions, Section 203 of the DGCL ("Section 203") imposes certain restrictions
on mergers and other business combinations between the Company and any holder of
10% or more of the Common Stock. See "Description of Capital
Stock -- Antitakeover Effects of Certain Provisions of the Certificate and
By-Laws" and "-- Delaware Business Combination Statute."

POTENTIAL ADVERSE EFFECT ON THE PUBLIC MARKET OF SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of the Offerings, assuming the Underwriters' over-allotment
options are not exercised, the Company will have outstanding 130,914,826 shares
of Common Stock. The 124,500,000 shares of Common Stock being offered hereby
will be freely tradeable (other than by an "affiliate" of the Company as such
term is defined in the Securities Act) without restriction under the Securities
Act. If the Underwriters' over-allotment options are not exercised, the Selling
Stockholder will own 4.9% of the Company's Common Stock. The Selling Stockholder
will be free to sell these shares at any time after 90 days following completion
of the Offerings. In addition, an aggregate of 13,000,000 shares of the Common
Stock are reserved for issuance under the SIP. The Company plans to cause the
shares of Common Stock subject to options granted under the Company's stock
option plan to be registered under the Securities Act. No predictions can be
made as to the effect, if any, that future sales of the Common Stock or the
availability of the Common Stock for future sale will have on the market price
prevailing from time to time. Sales of substantial amounts of the Common Stock
in the public market or the perception that such sales will occur could
adversely affect the market price of the Common Stock. See "Shares Eligible for
Future Sale."

ABSENCE OF PRIOR PUBLIC MARKET; VOLATILITY OF STOCK PRICE

Prior to the Offerings, there has been no market for the Company's
securities, and there can be no assurance that a regular trading market for the
Common Stock will develop or, if developed, will be sustained. The Common Stock
has been approved for listing on the NYSE, subject to notice of issuance. There
can be no assurance, however, as to the liquidity of any markets that may
develop or at what prices holders of shares of Common Stock would be able to
sell such shares, if at all. The price at which the shares will trade will
depend upon a number of factors, including, but not limited to, the Company's
historical and anticipated operating results and general market and economic
conditions, several of which factors are beyond the control of the Company.
Factors such as quarterly fluctuations in the Company's financial and operating
results, announcements by the Company or others, and developments affecting the
Company, its customers or the juice industry generally, could cause the market
price of the shares to be different from the initial offering price and to
fluctuate substantially.

12
<PAGE> 17

USE OF PROCEEDS

The Company will not receive any proceeds from the Offerings unless the
Underwriters exercise the over-allotment options. If the over-allotment options
are exercised in full, the Company will receive net proceeds of approximately
$ which will be used to reduce indebtedness under a bank credit
facility expected to be entered into prior to the completion of the Offerings
(the "Bank Credit Facility"). See "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Liquidity and Capital
Resources -- General."

DIVIDEND POLICY

Upon completion of the Offerings, the Company expects to pay regular
quarterly cash dividends on its Common Stock, at the rate of $ per share per
quarter, beginning with the quarter ending . The Company's future
dividend policy will depend on the Company's earnings, capital requirements,
financial condition and other factors considered relevant by the Board.

13
<PAGE> 18

CAPITALIZATION

The following table sets forth the Company's combined capitalization as of
March 29, 1998, and as adjusted to give effect to (i) the Stock Split, (ii) the
incurrence by the Company of $600 million of indebtedness, (iii) the redemption
by the Company of $300 million of capital from a Seagram affiliate and (iv) the
settlement through repayment and capitalization of net balances with Seagram
affiliates. The actual amount of the net intercompany balances repaid or
capitalized will depend on the balances as of the closing of the Offerings. The
net balance due to Seagram affiliates as of March 29, 1998 was $563 million and
will be affected by the Company's operating results, working capital changes and
capital expenditures through the closing. The table should be read in
conjunction with the Combined Financial Statements and Notes thereto included
elsewhere in the Prospectus. See also "Use of Proceeds," "Selected Combined
Historical Financial Data," "Unaudited Pro Forma Combined Financial Data," and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."

<TABLE>
<CAPTION>
AT MARCH 29, 1998
-----------------------
PRO FORMA
ACTUAL AS ADJUSTED(1)
------ --------------
(IN MILLIONS)
<S> <C> <C>
Short-term borrowings and indebtedness payable within one
year...................................................... $ 39 $ 39
====== ======

Long-term debt:
Long-term indebtedness.................................... $ -- $ 600
Long-term loans from affiliated companies, net............ 760 --
------ ------
Total long-term debt.............................. 760 600
Stockholders' equity:
Business equity........................................... 1,083 --
Preferred Stock, par value $.01 per share, 100,000,000
shares authorized, no shares issued or outstanding..... -- --
Common Stock, par value $.01 per share, 400,000,000 shares
authorized, 130,914,826 shares issued and
outstanding............................................ -- 1
Capital in excess of par value............................ -- 1,056
Cumulative currency translation adjustment................ -- (11)
------ ------
Total stockholders' equity........................ 1,083 1,046
------ ------
Total capitalization............................ $1,843 $1,646
====== ======
</TABLE>

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

(1) Assumes Underwriters' over-allotment options are not exercised. If such
options are exercised in full, the following line items under the "As
Adjusted" column will change to equal the amounts indicated: Total long-term
debt -- ; Common Stock -- ; Capital in excess of par
value -- $ and Total capitalization -- $ .

14
<PAGE> 19

SELECTED COMBINED HISTORICAL FINANCIAL DATA

Set forth below is the selected combined historical financial data of the
Company at and for each of the five years in the period ended December 28, 1997,
and for the three month periods ended March 30, 1997 and March 29, 1998.

The following selected combined historical financial data for each of the
three years in the period ended December 28, 1997 and the balance sheet data at
December 29, 1996 and December 28, 1997 have been derived from the Combined
Financial Statements, which have been audited by PricewaterhouseCoopers LLP,
independent accountants. The selected financial data for each of the years ended
December 26, 1993 and December 25, 1994 and the balance sheet data at December
26, 1993, December 25, 1994 and December 24, 1995 have been derived from
unaudited combined historical financial statements of the Company not included
herein. The data presented for the three months ended March 30, 1997 and March
29, 1998 are derived from the unaudited Combined Financial Statements.

The selected combined historical financial data should be read in
conjunction with, and is qualified by reference to, the Combined Financial
Statements and Notes thereto included elsewhere in this Prospectus and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations." In addition, see "Management's Discussion and Analysis of Financial
Condition and Results of Operations" for a discussion of factors that affect the
comparability of the selected combined historical financial data.

<TABLE>
<CAPTION>
FISCAL YEAR ENDED
------------------------------------------
DECEMBER 26, DECEMBER 25, DECEMBER 24,
1993 1994 1995
------------ ------------ ------------
(DOLLARS IN MILLIONS, EXCEPT VOLUME DATA)
<S> <C> <C> <C>
OPERATING DATA:
Net sales................................... $1,302 $1,425 $1,663
Cost of goods sold.......................... 848 971 1,212
------ ------ ------
Gross profit................................ 454 454 451
Selling, general and administrative
expenses.................................. 358 380 374
------ ------ ------
Operating income............................ 96 74 77
Related party interest expense, net......... 80 78 83
Provision for income taxes.................. 20 7 17
------ ------ ------
Income (loss) before cumulative effect of
accounting change......................... (4) (11) (23)
Cumulative effect of accounting change for
postemployment benefits, after tax........ -- (9) --
------ ------ ------
Net income (loss)........................... $ (4) $ (20) $ (23)
====== ====== ======
Basic and diluted earnings (loss) per pro
forma share(1).............................. $(0.03) $(0.15) $(0.18)
====== ====== ======
BALANCE SHEET DATA (AT END OF PERIOD):
Working capital, net of related party
receivable................................ $ 48 $ 115 $ 147
Total assets................................ 1,612 1,655 2,026
Long-term loans from affiliated companies,
net....................................... 817 817 988
Business equity............................. 512 526 607
OTHER DATA:
EBITDA(2)................................... $ 159 $ 142 $ 155
Depreciation and amortization of assets..... 40 44 51
Amortization of goodwill.................... 23 24 27
Capital expenditures........................ 46 45 80
Volume(3):
Tropicana Pure Premium.................... 44 52 58
All other brands.......................... 45 50 58
------ ------ ------
Total volume............................ 89 102 116
====== ====== ======
CASH FLOW DATA:
Cash flow provided by (used for):
Operating activities(4)................... $ 38 $ 31 $ 96
Investing activities...................... (53) (59) (362)
Financing activities...................... 3 34 278

<CAPTION>
FISCAL YEAR ENDED THREE MONTHS ENDED
--------------------------- ---------------------------
DECEMBER 29, DECEMBER 28, MARCH 30, MARCH 29,
1996 1997 1997 1998
------------ ------------ --------- ---------
(DOLLARS IN MILLIONS, EXCEPT VOLUME DATA)
<S> <C> <C> <C> <C>
OPERATING DATA:
Net sales................................... $1,895 $1,934 $ 493 $ 505
Cost of goods sold.......................... 1,352 1,337 342 360
------ ------ ------ ------
Gross profit................................ 543 597 151 145
Selling, general and administrative
expenses.................................. 418 430 115 105
------ ------ ------ ------
Operating income............................ 125 167 36 40
Related party interest expense, net......... 64 16 8 6
Provision for income taxes.................. 40 70 13 17
------ ------ ------ ------
Income (loss) before cumulative effect of
accounting change......................... 21 81 15 17
Cumulative effect of accounting change for
postemployment benefits, after tax........ -- -- -- --
------ ------ ------ ------
Net income (loss)........................... $ 21 $ 81 $ 15 $ 17
====== ====== ====== ======
Basic and diluted earnings (loss) per pro
forma share(1).............................. $ 0.16 $ 0.62 $ 0.11 $ 0.13
====== ====== ====== ======
BALANCE SHEET DATA (AT END OF PERIOD):
Working capital, net of related party
receivable................................ $ 195 $ 177 $ 201
Total assets................................ 2,032 2,215 2,278
Long-term loans from affiliated companies,
net....................................... 707 738 760
Business equity............................. 964 1,071 1,083
OTHER DATA:
EBITDA(2)................................... $ 215 $ 267 $ 60 $ 66
Depreciation and amortization of assets..... 61 70 16 19
Amortization of goodwill.................... 29 30 8 7
Capital expenditures........................ 120 102 28 24
Volume(3):
Tropicana Pure Premium.................... 64 71 18 21
All other brands.......................... 66 61 16 14
------ ------ ------ ------
Total volume............................ 130 132 34 35
====== ====== ====== ======
CASH FLOW DATA:
Cash flow provided by (used for):
Operating activities(4)................... $ 54 $ 81 $ 3 $ (3)
Investing activities...................... (131) (146) (30) (20)
Financing activities...................... 69 68 24 27
</TABLE>

(footnotes on following page)

15
<PAGE> 20

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

(1) All per share data are based upon the shares that will be outstanding upon
consummation of the Offerings. There will be no dilutive securities
outstanding upon consummation of the Offerings.

(2) EBITDA represents earnings before net interest expense, income taxes,
depreciation and amortization. EBITDA information is included because the
Company understands that such information is a standard measure commonly
reported and widely used by certain investors and analysts, particularly in
respect of the valuation of food and beverage companies. EBITDA is not
intended to represent and should not be considered more meaningful than, or
an alternative to other measures of performance determined in accordance
with generally accepted accounting principles. EBITDA may be calculated
differently by other companies.

(3) Volumes represent 4 gallon equivalent cases in millions.

16
<PAGE> 21

UNAUDITED PRO FORMA COMBINED FINANCIAL DATA

The following unaudited pro forma combined financial data gives effect to
(i) the Stock Split, (ii) the incurrence by the Company of $600 million of
indebtedness, (iii) the redemption by the Company of $300 million of capital
from a Seagram affiliate and (iv) the settlement through repayment and
capitalization of net balances with Seagram affiliates. All of these events are
occurring in contemplation of the Offerings and will be effective prior to the
closing of the Offerings. The actual amount of the net intercompany balances
repaid or capitalized will depend on the balances as of the closing of the
Offerings. The net balance due to Seagram affiliates as of March 29, 1998 was
$563 million, and will be affected by the Company's operating results, working
capital changes and capital expenditures through the closing. Each unaudited pro
forma combined statement of operations of the Company contained herein gives
effect to such transactions as if they had been completed as of December 30,
1996. The unaudited pro forma combined balance sheet of the Company contained
herein gives effect to such transactions as if they had been completed on March
29, 1998.

The unaudited pro forma combined financial data set forth below is for
informational purposes only and may not necessarily be indicative of the results
of operations and financial position of the Company as they may be in the future
or what the results of operations or financial position of the Company would
have been had such transactions occurred on the dates indicated.

The unaudited pro forma combined financial data and accompanying notes
should be read in conjunction with the Combined Financial Statements and Notes
thereto included elsewhere in this Prospectus.

17
<PAGE> 22

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 28, 1997

<TABLE>
<CAPTION>
PRO FORMA
HISTORICAL ADJUSTMENTS PRO FORMA
---------- ----------- ---------
(IN MILLIONS, EXCEPT SHARE AND PER SHARE DATA)
<S> <C> <C> <C>

Net sales............................................ $1,934 $ 1,934
Cost of goods sold................................... 1,337 1,337
Selling, general and administrative expenses......... 430 430(a)
------ ------ --------
Operating income..................................... 167 167
Related party interest expense, net.................. 16 $ (16)(b)
Interest expense..................................... 40(c) 40
------ ------ --------
151 (24) 127
Provision for income taxes........................... 70 (9)(d) 61
------ ------ --------
Net income........................................... $ 81 $ (15) $ 66
====== ====== ========
Pro forma basic earnings per share................... $ 0.50
========
Pro forma diluted earnings per share................. $ 0.50
========
Pro forma weighted average shares outstanding
(thousands)........................................ 130,915
Pro forma dilutive potential shares (thousands)...... --
--------
Pro forma adjusted weighted average shares
outstanding (thousands)............................ 130,915
========
</TABLE>

- ---------------
(a) Does not reflect incremental recurring corporate administrative expenses of
$4 million expected to be incurred by the Company as a stand-alone entity.

(b) Reflects the elimination of related party interest expense, net upon the
repayment and capitalization of the net related party balances.

(c) Reflects interest expense on borrowings of $600 million under the Bank
Credit Facility at an assumed interest rate of 6.6%. If the actual interest
rate varies by 1/8 of 1%, the impact on interest expense would be less than
$1 million.

(d) Reflects the income tax impact of the pro forma adjustments.

18
<PAGE> 23

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
THREE MONTHS ENDED MARCH 29, 1998

<TABLE>
<CAPTION>
PRO FORMA
HISTORICAL ADJUSTMENTS PRO FORMA
---------- ----------- ---------
(IN MILLIONS, EXCEPT SHARE AND PER SHARE DATA)
<S> <C> <C> <C>
Net sales............................................ $505 $505
Cost of goods sold................................... 360 360
Selling, general and administrative expenses......... 105 105(a)
---- --- -------
Operating income..................................... 40 40
Related party interest expense, net.................. 6 (6)(b)
Interest expense..................................... 10(c) 10
---- --- -------
34 (4) 30
Provision for income taxes........................... 17 (2)(d) 15
---- --- -------
Net income........................................... $ 17 $(2) $15
==== === =======
Pro forma basic earnings per share................... $0.11
=======
Pro forma diluted earnings per share................. $0.11
=======
Pro forma weighted average shares outstanding
(thousands)........................................ 130,915
Pro forma dilutive potential shares (thousands)...... --
-------
Pro forma adjusted weighted average shares
outstanding (thousands)............................ 130,915
=======
</TABLE>

- ---------------
(a) Does not reflect incremental recurring corporate administrative expenses of
$1 million expected to be incurred by the Company as a stand-alone entity.

(b) Reflects the elimination of related party interest expense, net upon the
repayment and capitalization of the net related party balances.

(d) Reflects the income tax impact of the pro forma adjustments.

19
<PAGE> 24

UNAUDITED PRO FORMA COMBINED BALANCE SHEET

MARCH 29, 1998

<TABLE>
<CAPTION>
PRO FORMA
HISTORICAL ADJUSTMENTS PRO FORMA
---------- ----------- ---------
(IN MILLIONS)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents................................. $ 19 $ 600(a) $
497(b)
(300)(c)
(797)(d)
263(e)
(263)(f) 19
Receivable from related parties, net...................... 197 (197)(b) --
Receivables, net of allowance for doubtful accounts....... 152 152
Inventories............................................... 316 316
Deferred income taxes..................................... 7 7
Prepaid expenses and other current assets................. 21 21
------ ------- ------
Total current assets............................... 712 (197) 515
------ ------- ------
Deferred charges and other assets........................... 111 111
Property, plant and equipment, net.......................... 579 579
Excess of cost over fair value of assets acquired........... 876 876
------ ------- ------
Total assets..................................... $2,278 $ (197) $2,081
====== ======= ======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term borrowings and indebtedness payable within one
year.................................................... $ 39 $ $ 39
Accounts payable.......................................... 173 173
Accrued liabilities....................................... 96 96
Income and other taxes.................................... 6 6
------ ------- ------
Total current liabilities.......................... 314 -- 314
------ ------- ------
Long-term indebtedness...................................... -- 600(a) 600
Long-term loans from affiliated companies, net.............. 760 300(b)
(797)(d)
(263)(f)
Deferred income taxes....................................... 52 52
Other liabilities........................................... 69 69
------ ------- ------
Total liabilities.................................. 1,195 (160) 1,035
------ ------- ------
Commitments and contingencies...............................

Stockholders' equity:

Business equity........................................... 1,083 (300)(c)
263(e)
(1,046)(g)
Preferred Stock, par value $.01 per share, 100,000,000
shares authorized, no shares issued or outstanding......
Common Stock, par value $.01 per share, 400,000,000 shares
authorized, 130,914,826 shares issued and outstanding... 1(g) 1
Capital in excess of par value............................ 1,056(g) 1,056
Cumulative currency translation adjustment................ (11)(g) (11)
------ ------- ------
Total stockholders' equity......................... 1,083 (37) 1,046
------ ------- ------
Total liabilities and stockholders' equity....... $2,278 $ (197) $2,081
====== ======= ======
</TABLE>

- ---------------
(a) Reflects borrowings under the Bank Credit Facility.

(b) Reflects the repayment of a receivable from affiliated companies and loans
receivable from affiliated companies, net.

(d) Reflects the repayment of loans from affiliated companies.

(e) Reflects a capital contribution by Seagram.

(f) Reflects the repayment of remaining loans from affiliated companies.

(g) Reflects the reclassification of the business equity to Common Stock,
capital in excess of par value and cumulative currency translation
adjustment.

20
<PAGE> 25

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

The Combined Financial Statements of the Company and the Notes thereto,
which are discussed below, reflect the results of operations, financial position
and cash flows of the Company, including the businesses transferred to the
Company from Seagram. As a result, the Combined Financial Statements of the
Company have been carved out from the financial statements of Seagram using the
historical results of operations and historical basis of the assets and
liabilities of all the businesses which will be owned by the Company.

The financial information included herein, however, may not necessarily
reflect the results of operations, financial position and cash flows of the
Company in the future or be an accurate reflection of what the results of
operations, financial position and cash flows would have been had the Company
been a stand-alone entity during the periods presented, due to the fact that,
historically, operations of the Company have been accounted for as a part of the
larger Seagram enterprise. The financial information included herein does not
reflect the many significant changes that will occur in the funding and
operations of the Company when it becomes an independent public company.

General corporate overhead related to Seagram's corporate headquarters and
support functions has been allocated to the Company based on estimates of actual
hours expended and resources utilized on the Company's behalf. The Company's
actual general corporate overhead expense as a separate entity is expected to
exceed the general corporate overhead expense Seagram allocated to it.
Historically, certain expenses incurred by the Company were for services
received from Seagram under direct contracting arrangements. Although management
believes the allocations and the charges for such services are reasonable, the
costs of these services charged to the Company are not necessarily indicative of
the costs that would have been incurred if the Company had been an independent
entity and had otherwise contracted for or managed such functions. After the
completion of the Offerings, the Company will manage these functions using its
own resources or contract with third parties to perform these services and will
be responsible for the costs and expenses associated with the management of a
public company. The Company's current estimate of these expenses is reflected in
the unaudited pro forma combined financial statements.

GENERAL

The Company is the world's largest marketer and producer of branded juice.
Total net sales in 1997 were in excess of $1.9 billion and operating income was
$167 million. Net sales are principally affected by product quality, brand
recognition, new product introductions and product line extensions, marketing
and customer service. The Company's sales in the United States account for over
80% of total net sales. Europe is the Company's largest international market,
accounting for over 13% of total net sales. The balance of the Company's sales
come from Canada, Asia and Latin America. Sales growth is driven primarily by
volume growth, while price increases are driven primarily by the Company's
efforts to maintain operating margins. The Company has, for the last few years,
managed its product portfolio to achieve a sales mix favoring its higher margin
products.

The principal elements comprising the Company's cost of goods sold are
fruit and juice concentrates, packaging materials, labor and manufacturing
overhead. The major fruits used in the production of the Company's products
include oranges, grapefruits and apples. The Company also uses paper products
and plastics to package its products. The prices of these materials have
historically been subject to significant volatility. In addition to the
foregoing factors, cost of goods sold is affected by the efficiency of
production methods, the use of co-packers versus in-house production for FC
products and manufacturing capacity utilization.

The Company's selling, general and administrative expenses are comprised
mainly of distribution costs, fixed trade and consumer promotion costs, other
advertising costs and the cost of administrative services such as management
information services, human resources and finance.

21
<PAGE> 26

KEY FINANCIAL DRIVERS

While the Company owns a number of brands, it has been successful over the
last four years in growing its highest margin, highest priced flagship brand,
Tropicana Pure Premium. Tropicana Pure Premium achieved worldwide revenues of
over $1.1 billion in the year ended December 28, 1997, representing growth of
11% over the year ended December 29, 1996. This is a continuation of an ongoing
shift in the Company's product mix towards Tropicana Pure Premium, which has
resulted in increased revenues and margins.

In late 1994, the Company, in conjunction with Seagram, commenced a
reengineering effort to improve the effectiveness of all aspects of its U.S.
manufacturing operations (fruit procurement, processing, storage and packaging)
and its U.S. customer fulfillment processes (supply chain, logistics, billing
and trade promotion effectiveness). The results of such efforts had a
significant impact in 1996 and 1997 and led to increases in the Company's gross
margin and operating income as a percentage of net sales.

On May 19, 1995, the Company acquired the global juice and juice beverage
business (excluding canned pineapple juice) of Dole for $276 million. The Dole
operations which the Company acquired include fruit juices marketed under the
Dole, Juice Bowl, Fruvita and Looza trademarks, as well as manufacturing
capabilities in the United States, Europe and China. While the operating results
of the acquired Dole juice business are not material in relation to the total
net income of the Company, the year-to-year comparability of the Company's sales
is affected by the acquisition.

The following detailed analysis of operations should be read in conjunction
with the Combined Financial Statements and the Notes thereto included elsewhere
herein.

EARNINGS SUMMARY

<TABLE>
<CAPTION>
FISCAL YEAR ENDED THREE MONTHS ENDED
------------------------------------------ ---------------------
DECEMBER 24, DECEMBER 29, DECEMBER 28, MARCH 30, MARCH 29,
1995 1996 1997 1997 1998
------------ ------------ ------------ --------- ---------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C>
Net sales
United States
Tropicana Pure Premium.... $ 697 $ 778 $ 853 $216 $245
All other brands.......... 675 762 709 189 171
------ ------ ------ ---- ----
Total United States............ 1,372 1,540 1,562 405 416
------ ------ ------ ---- ----
International
Tropicana Pure Premium.... 213 224 260 62 67
All other brands.......... 78 131 112 26 22
------ ------ ------ ---- ----
Total International............ 291 355 372 88 89
------ ------ ------ ---- ----
Total net sales................ $1,663 $1,895 $1,934 $493 $505
====== ====== ====== ==== ====
Operating income(1)
United States................ $ 76 $ 112 $ 162 $ 37 $ 40
International................ 1 13 5 (1) --
------ ------ ------ ---- ----
Total operating income......... $ 77 $ 125 $ 167 $ 36 $ 40
====== ====== ====== ==== ====
</TABLE>

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

(1) This geographic breakdown reflects the elimination of intercompany profit
and, as such, is different from the geographic data in Note 8 to the
Company's Combined Financial Statements.

22
<PAGE> 27

RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, the percentage
relationship to net sales of certain items in the Company's combined statements
of income for the periods shown below:

<TABLE>
<CAPTION>
FISCAL YEAR ENDED THREE MONTHS ENDED
-------------------------------------------- ----------------------
DECEMBER 24, DECEMBER 29, DECEMBER 28, MARCH 30, MARCH 29,
1995 1996 1997 1997 1998
------------ ------------ ------------ --------- ---------
<S> <C> <C> <C> <C> <C>
Net sales.................. 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of goods sold......... 72.9 71.3 69.1 69.4 71.3
----- ----- ----- ----- -----
Gross margin............... 27.1 28.7 30.9 30.6 28.7
Selling, general and
administrative
expenses................. 22.5 22.1 22.3 23.3 20.8
----- ----- ----- ----- -----
Operating margin........... 4.6% 6.6% 8.6% 7.3% 7.9%
</TABLE>

FIRST QUARTER 1998 VS. FIRST QUARTER 1997

NET SALES

For the three months ended March 29, 1998, the Company had net sales of
$505 million, a 2% increase over the three months ended March 30, 1997, with a
corresponding 2% increase in total volume in the quarter. Total Tropicana Pure
Premium net sales for the first quarter increased 12%, to $312 million.

UNITED STATES. In the quarter ended March 29, 1998, total U.S. net sales
increased 3% to $416 million. Net sales of Tropicana Pure Premium in the United
States rose to $245 million for the three months ended March 29, 1998, a 13%
increase over the first quarter of 1997, reflecting 16% volume growth. This
growth was largely attributable to the two nutritionally enhanced versions of
Tropicana Pure Premium orange juice. The Company reformulated both its Orange
Juice with Calcium product for better taste and calcium absorption and its
Double Vitamin C product, in July 1997. Also contributing to the increase was
the introduction of Tropical Orange, a new product in the Company's line of
blended NFC juices. In the chilled NFC segment, Tropicana Pure Premium achieved
a 71.9% share in the first quarter of 1998, 0.4 share points higher than in the
comparable period in 1997.

Domestic net sales of all other brands were $171 million, a 10% decrease
from the first quarter of 1997, reflecting an 11% volume decrease. The decrease
was primarily attributable to Tropicana Season's Best, which had net sales of
$94 million, 14% less than in the prior year. The decline in Tropicana Season's
Best net sales was due to continued competitive pressure on prices and reduced
shelf space for this product from the prior year, combined with the Company's
strategic focus on shifting consumers from FC orange juice to NFC orange juice.
Although Tropicana Season's Best shelf space decreased, shelf space for
Tropicana Pure Premium increased reflecting the trend towards higher consumer
demand for NFC products. Net sales of Dole products increased 2% over the prior
year for the three months ended March 29, 1998 to $39 million, as continued
growth in chilled juice offset declines in frozen and ambient juice net sales.
Tropicana Twister net sales declined 11% in the first quarter of 1998 to $24
million primarily as a result of a reduction in available retail shelf space for
this product. The Company is in the process of rolling out a reformulated
Tropicana Twister which has been repackaged from glass to a more convenient
plastic package.

INTERNATIONAL. For the three months ended March 29, 1998, total
international net sales increased 1% to $89 million. Excluding the impact of
unfavorable foreign exchange rates, net sales would have increased approximately
6%. For the three months ended March 29, 1998, international net sales of
Tropicana Pure Premium increased 8% from the comparable period in 1997, to $67
million, reflecting a 9% volume increase. European net sales for the brand also
grew 8% while case volumes increased by 13%. Chilled volume gains of 13% and 28%
were achieved over the prior

23
<PAGE> 28

year in the United Kingdom and France, respectively. Canadian net sales for the
brand grew 9% in the first quarter of 1998 as compared to the first quarter of
1997.

International net sales of all other brands declined 15% to $22 million for
the three months ended March 29, 1998, reflecting a 15% volume decrease.

COST OF GOODS SOLD

Cost of goods sold for the three months ended March 29, 1998, was $360
million, a 5% increase over the prior period. Cost of goods sold as a percentage
of net sales increased to 71.3% from 69.4% in the prior period. The increase was
primarily caused by orange costs, as the spot market price of FC orange juice
rose in anticipation of a substantially smaller orange crop in Brazil. Because
the Company contracts for most of its oranges through long-term contracts, which
only partially take into account the price of FC orange juice, the Company's
fruit costs do not correlate directly with changes in commodity markets. See
"Business -- Raw Materials." Partially offsetting the increase in orange costs
were favorable price conditions for pineapple, apple and grape concentrates,
which had been trading near the high end of their historical ranges. In response
to the higher orange costs, the Company reassessed its pricing policy and
announced a price increase in the United States effective June 29, 1998.

Also contributing to the increased cost of goods sold was the outsourcing
of certain FC production to co-packers as volume began to exceed existing
capacity. While outsourcing increased the average cost per case, it generated
incremental volume and profit for the Company without increasing capital
employed.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative expenses, which constituted 20.8% of
net sales in the three months ended March 29, 1998, decreased by $10 million
over the comparable period in 1997 principally due to the timing of trade and
consumer spending.

OPERATING INCOME

Operating income rose to $40 million for the three months ended March 29,
1998, an 11% increase over the prior period. Operating margin increased to 7.9%
for the three months ended March 29, 1998 from 7.3% in the comparable period in
1997.

FISCAL YEAR 1997 VS. FISCAL YEAR 1996

NET SALES

The Company's net sales were $1,934 million in the year ended December 28,
1997, a 2% increase over the prior period. Total volume increased 2% for the
year. Net sales from Tropicana Pure Premium were $1,113 million, an increase of
11% over 1996.

UNITED STATES. For the year ended December 28, 1997, total U.S. net sales
increased 1% to $1,562 million. Net sales of Tropicana Pure Premium in the
United States were $853 million in 1997, an increase of 10% over the prior year.
Net sales growth was attributable to 10% higher volume as well as the full year
impact of a price increase taken in April 1996. The volume growth was
attributable to increased sales of existing products as well as the introduction
of two line extensions, Orange Juice with Calcium and Double Vitamin C.
Tropicana Pure Premium net sales represented a 71.2% share of chilled NFC orange
juice sales in the United States, a 1.2 share point improvement over 1996.

Net sales of all other brands in the United States declined 7% to $709
million, reflecting an 8% decrease in volume. This decline is primarily
attributable to Tropicana Season's Best, net sales of which decreased 7% to $403
million in 1997. The decrease in net sales of Tropicana Season's Best was due to
unfavorable price comparisons as the Company held prices constant in a declining
marketplace in order to strengthen margins and improve overall profitability.
Dole net sales rose to $152 million, a 5% increase over 1996, as a result of a
marketing program that introduced new

24
<PAGE> 29

flavors and discontinued others. Tropicana Twister net sales decreased 16% to
$99 million in 1997 primarily as a result of a reduction in available retail
shelf space.

INTERNATIONAL. In the year ended December 28, 1997, total international net
sales increased 5% to $372 million. Excluding the impact of unfavorable foreign
exchange rates, net sales would have increased approximately 14%. In 1997,
Tropicana Pure Premium accounted for 72% of case volumes and 70% of net sales in
the Company's international markets. The brand's net sales grew to $260 million
in 1997, an increase of 16% over the prior year, reflecting a 20% increase in
volume. Nearly all of the international sales and volumes for Tropicana Pure
Premium are in Europe and Canada, with most of the European business for the
brand in the United Kingdom and France. Tropicana Pure Premium net sales in
Europe increased 13% to $160 million in 1997 in a highly competitive marketplace
where new brands of NFC and FC chilled juices were being introduced. In France,
Tropicana Pure Premium is available in both chilled and ambient form and has
faced competition from the entry of lower priced NFC and FC chilled brands and
private label juices and ambient juices. Within this competitive environment,
Tropicana Pure Premium chilled juices grew 15% in case volume in 1997 over 1996.
In the United Kingdom, the Company recorded a 77.5% share of the chilled NFC
market in 1997, a 5.0 share point increase over 1996 in an expanding market. Net
sales of Tropicana Pure Premium in the United Kingdom also benefited from a new
distribution alliance designed to improve the brand's availability outside of
the grocery channel. Net sales for Tropicana Pure Premium in Canada increased
27% to $95 million in 1997, and its share of the chilled NFC orange juice market
improved 2.2 share points over the prior year to 77.9%.

Net sales from all other brands internationally declined 15% to $112
million, on flat volume, primarily as a result of unfavorable foreign exchange
rates. In Europe, the Company's two largest brands after Tropicana Pure Premium
are Fruvita and Looza. Fruvita revenue declined 16% to $38 million in 1997.
Looza revenue declined 6% from 1996 levels to $25 million. Asia posted volume
growth on Dole 100% juices in China, as well as on FC products in other
countries within the region.

COST OF GOODS SOLD

Cost of goods sold declined 1% in 1997 to $1,337 million. Cost of goods
sold represented 69.1% of net sales in 1997, a 2.2 point decrease from 1996.
Fruit represents a significant portion of total cost and the year was
characterized by generally falling prices, as crops in Florida and Brazil were
at or near record levels. While the Company's costs do not directly correlate
with fluctuations in the commodity markets, the favorable supply environment
contributed to the overall performance. An internal cost reduction program in
the United States designed to encourage employees to seek out savings
opportunities also contributed to the improved gross margin. Additional savings
were realized through the ongoing impact of the manufacturing reengineering
program.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative expenses increased 3% over 1996 to $430
million. Selling general and administrative expenses remained relatively
constant as a percentage of net sales at 22.3%. Total brand spending remained
consistent with the prior year.

OPERATING INCOME

Operating income was $167 million in 1997, an increase of 34% over 1996.
The Company's operating margin increased to 8.6% of net sales, a 2.0 point
improvement over the prior year.

FISCAL YEAR 1996 VS. FISCAL YEAR 1995

NET SALES

The Company's net sales were $1,895 million for the year ended December 29,
1996, a 14% increase over the prior year. Total volume increased 12% for the
year. The net sales increase was driven by growth in the base business and the
acquisition of the Dole juice business in May 1995.
25
<PAGE> 30

Excluding the impact of the Dole juice acquisition, net sales would have
increased 8% in 1996 over 1995.

UNITED STATES. For the year ended December 29, 1996, total U.S. net sales
increased 12% to $1,540 million. Net sales of Tropicana Pure Premium were $778
million in 1996, an increase of 12% over 1995. The growth in net sales was
attributable to a volume increase of 11% and a price increase effective April
1996 taken to offset a temporary increase in fruit costs. The increase in volume
was primarily driven by sales of existing products and the introduction of
Tropicana Pure Premium Tangerine Orange. The Company's net sales represented a
69.9% share of chilled NFC orange juice sales in 1996, a 1.5 share point
improvement over 1995.

Net sales of all other brands in the United States increased 13%,
reflecting an 11% volume increase. Excluding the impact of the Dole juice
acquisition, net sales from all other brands were $618 million, a $32 million
increase over 1995. The increase resulted primarily from increased net sales of
Tropicana Season's Best, up 9% to $435 million in 1996, reflecting a gain in net
sales in club and warehouse stores. Tropicana Twister sales also increased 3% to
$117 million in 1996.

INTERNATIONAL. For the year ended December 29, 1996, total international
net sales increased 22% to $355 million. Excluding the impact of unfavorable
foreign exchange rates, net sales would have increased approximately 25%.
Tropicana Pure Premium net sales grew to $224 million, an increase of 5% over
1995, reflecting a 12% increase in volume. In Canada, Tropicana Pure Premium net
sales increased 29% in 1996 and the brand's share of the NFC orange juice
segment advanced 10.0 share points to 75.7%. The growth in Canada was due in
part to continued expansion into the western provinces.

International net sales from all other brands were $131 million, an
increase of 68% over the prior year, reflecting a 56% increase in volume. The
increase in net sales resulted primarily from the full year impact of the Dole
juice acquisition in May 1995, which brought Fruvita NFC juices, Dole juices and
Looza nectars and juices into the European business. Net sales of brands
acquired in the Dole juice acquisition increased 91% to $105 million in 1996.

COST OF GOODS SOLD

Cost of goods sold increased 12% in 1996 to $1,352 million. As a percentage
of net sales, cost of goods sold declined 1.6 percentage points to 71.3%
reflecting savings realized from the Company's manufacturing reengineering
program begun in late 1994. All aspects of operations, including fruit
procurement, processing, storage and packaging were examined to optimize
efficiencies. As a result of the reengineering, new systems were implemented and
the Bradenton distribution center was redesigned.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative expenses increased 12% to $418 million
in 1996. In the fourth quarter of 1995, the Company recorded a pretax charge of
$16 million in connection with the reengineering process. The Company's selling,
general and administrative expenses as a percentage of net sales was 22.1%
compared to 22.5% (or 21.5% before the reengineering charge) in the prior year.
Excluding the reengineering charge, the increase in selling, general and
administrative expenses as a percentage of net sales was primarily due to
increased sales, marketing, research and technology staff hired to strengthen
the Company's capabilities. Partially offsetting the increase were benefits from
the customer fulfillment reengineering process that revamped the sales planning
and promotion process. While total brand support and fixed trade spending
remained relatively constant, there was a significant shift in the mix from
fixed trade to advertising as a result of the Company's reengineering process.
The higher advertising expenditures supported the launch of the "Perfect"
campaign for Tropicana Pure Premium.

26
<PAGE> 31

OPERATING INCOME

Operating income was $125 million, an increase of 62% over 1995. The
Company's operating margin was 6.6% compared to 4.6% (or 5.6% before the
reengineering charge) in the prior year.

NON-RECURRING EXPENSES

The Company will incur approximately $8 million of one time pre-tax costs
in the third and fourth quarters of fiscal 1998 in connection with its
transformation into an independent public company. Such amount includes expenses
associated with the relocation of the Company's headquarters to another location
in the Bradenton/Sarasota area, the recruitment of key personnel and the
establishment of certain management information systems.

LIQUIDITY AND CAPITAL RESOURCES

GENERAL

The Company has historically funded its working capital requirements and
capital expenditures with cash flow generated from operations and borrowings
from affiliated companies. The Company has historically participated in
Seagram's centralized treasury and cash management processes. Cash deposits for
the Company are transferred to Seagram on a daily basis and Seagram funds the
Company's disbursement bank accounts as required. These transactions are
reflected in the net receivable from related parties balance, which is
non-interest bearing. After the Offerings, the Company will no longer
participate in Seagram's cash management program.

Historically, the Company entered into a number of transactions with
affiliated companies as part of Seagram's global finance strategy. The amount of
indebtedness and interest rates payable pursuant to these transactions are not
reflective of what would have occurred if the Company were a stand-alone entity.
As set forth in the financial information included herein, net interest expense
reflects interest associated with loans from affiliated companies. Related party
net interest expense was $83 million, $64 million and $16 million for fiscal
years 1995, 1996 and 1997, respectively, and $8 million and $6 million for the
first quarters of 1997 and 1998, respectively.

At March 29, 1998, the Company had net long-term loans from affiliated
companies of $760 million, approximately $312 million of which relates to the
partial funding of the Dole juice acquisition and the partial funding of the
Company's capital expenditures. The balance of the loans is attributable to the
Company's participation in Seagram's global finance strategy.

In connection with the Offerings, it is anticipated that the Company will
enter into the Bank Credit Facility, which is expected to provide $800 million
of available credit on a revolving basis. At the time of the Offerings, the
Company will borrow $600 million under the Bank Credit Facility. The Company
will use these funds to redeem capital and to partially repay the net loans from
affiliated companies. Seagram will then make a capital contribution to the
Company to enable it to pay off the remaining loan balance to affiliated
companies. If the Underwriters' over-allotment options are exercised in full,
the net proceeds to the Company of such exercise will be used to reduce
indebtedness under the Bank Credit Facility.

The Company will continue to participate in Seagram's cash management
program through the closing of the Offerings. The actual amount of the net
intercompany balances repaid or capitalized will depend on the amounts as of the
closing of the Offerings. The net balance due Seagram as of March 29, 1998 was
$563 million and will be affected by the Company's operating results, working
capital changes and capital expenditures through the closing. To the extent that
the Company's operating, investing and financing activities result in a net
increase in cash between March 29, 1998 and the closing of the Offerings, the
net loan balance due to Seagram will be decreased. As a consequence thereof and
the repayments discussed above, the amount of indebtedness to be capitalized
would be reduced. Conversely, if the Company's operating, investing and
financing

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<PAGE> 32

activities use cash during such period, the intercompany loan balance will be
increased as will the amount thereof to be capitalized.

Based upon current and anticipated levels of operations, the Company
believes that its cash on hand and cash flow from operations, combined with
borrowings available under the Bank Credit Facility, will be sufficient to
enable the Company to meet its current and anticipated cash operating
requirements, capital expenditures and working capital needs for the foreseeable
future. However, actual capital requirements may change, particularly as a
result of any acquisitions which the Company may make. The ability of the
Company to meet its current and anticipated operating requirements will be
dependent upon the future performance of the Company which, in turn, will be
subject to general economic conditions and to financial, business and other
factors, including factors beyond the Company's control.

The Company is included in the consolidated federal and certain state
income tax returns of the Selling Stockholder's parent. While the provision for
income taxes is computed on a separate company basis, the historical income tax
provision may not be reflective of the income tax provision on a stand-alone
basis. The provision for income taxes was $17 million, $40 million and $70
million for fiscal years 1995, 1996 and 1997, respectively, and $13 million and
$17 million for the first quarters of 1997 and 1998, respectively. Net income
(loss), which reflects the operating results described previously and the
related party interest expense and provision for income taxes described above,
was ($23) million, $21 million and $81 million for fiscal years 1995, 1996 and
1997, respectively, and $15 million and $17 million for the first quarters of
1997 and 1998, respectively.

CASH FLOW

FIRST QUARTER 1998 VS. FIRST QUARTER 1997. Net cash used for operating
activities in the three months ended March 29, 1998 was $3 million compared with
$3 million of net cash provided by operating activities in the comparable period
in 1997. Excluding the change in the receivable from related parties, net cash
provided by operating activities was $8 million in the three months ended March
29, 1998 compared with cash used for operating activities of $6 million in the
comparable period of 1997. Cash from operating activities in the first quarter
of 1998 included net income of $17 million and significant non-cash charges such
as depreciation and amortization of assets and amortization of goodwill. In 1998
net working capital (excluding intercompany receivables), primarily inventory,
required $24 million of cash. In the comparable period in 1997, net income and
non-cash charges were reduced by higher working capital requirements.

Net cash used for investing activities was $20 million in the three months
ended March 29, 1998 primarily as a result of $24 million of capital
expenditures. In the prior period, net cash of $30 million was used primarily
for $28 million of capital expenditures.

The net result of the cash used by operating activities and investing
activities and the cash provided by financing activities was a $4 million
increase in cash and cash equivalents. In the comparable period in 1997, the
Company received $601 million of capital contributions from affiliates and
repaid $581 million in loans from affiliated companies. Cash and cash
equivalents declined $3 million in the quarter ended March 30, 1997.

FISCAL YEAR 1997 VS. FISCAL YEAR 1996. Net cash provided by operating
activities in the year ended December 28, 1997 increased to $81 million from $54
million in 1996. Excluding the change in the receivables from related parties,
net cash provided by operating activities was $197 million in fiscal 1997
compared with $55 million in fiscal 1996. The 1997 results included net income
of $81 million and the Company's non-cash charges, such as depreciation and
amortization of assets and amortization of goodwill. In 1996, net income and the
non-cash charges were reduced by higher working capital requirements.

Net cash used for investing activities was $146 million in the year ended
December 28, 1997. The major items which required cash included $102 million of
capital expenditures and the

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<PAGE> 33

$19 million acquisition in December 1997 of Copella Fruit Juices Limited, which
produces and markets the best selling NFC apple juice in the United Kingdom. In
1996, net cash used for investing activities of $131 million primarily related
to $120 million of capital expenditures.

In the year ended December 28, 1997, the Company received $31 million in
loans and $28 million of capital contributions from affiliated companies. The
net result of the cash provided by operating activities and financing activities
and the cash used for investing activities was a $3 million increase in cash and
cash equivalents. In 1996, the Company received $341 million of additional
capital contributions and repaid $281 million in loans from affiliates. Cash and
cash equivalents declined $8 million in the year ended December 29, 1996.

CAPITAL EXPENDITURES

The Company's business requires substantial ongoing capital investments.
Capital expenditures totaled $80 million, $120 million and $102 million during
1995, 1996 and 1997, respectively, and $28 million and $24 million for the first
quarters of 1997 and 1998, respectively. Management believes that capital
expenditures will continue to be significant, with most of the spending
dedicated to storage and production equipment, computers and software, and
building additions. Specific projects include storage capacity for NFC juice and
additional packaging lines. The Company has existing capital commitments of
approximately $15 million for the Company's new research and development
facility and machinery and equipment to meet additional capacity requirements.

ENVIRONMENTAL CONSIDERATIONS

MARKET RISK

The Company is exposed to changes in financial and commodity market
conditions in the normal course of its business operations. Market risk is the
uncertainty to which future earnings or asset and liability values are exposed
due to operating cash flows denominated in foreign currencies, various financial
instruments used in the normal course of operations and commodity price
fluctuations. The Company has established policies, procedures and internal
processes governing its management of market risks and the use of financial
instruments to manage its exposure to such risks.

The Company is exposed to changes in interest rates primarily as a result
of its borrowing and investing activities which include borrowings from Seagram
and related parties used to maintain liquidity and fund its business operations.
The nature and amount of the Company's borrowings can be expected to vary as a
result of future business requirements, market conditions and other factors.

The Company's operating cash flows denominated in foreign currency as a
result of its international business activities and certain of its borrowings
are exposed to changes in foreign exchange rates. The Company continually
evaluates its foreign currency exposure (primarily
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<PAGE> 34

Canadian dollar, British pound, French franc, Belgian franc and Japanese yen),
based on current market conditions and the business environment. To mitigate the
effect of foreign currency risk, the Company from time to time engages in
currency hedging activities. No material forward contracts were outstanding as
of March 29, 1998.

The Company is exposed to changes in the price of fruit. The Company
contracts for most of its oranges through long-term contracts with approximately
250 growers. These contracts contain provisions which take into account the
price of FC orange juice but do not fully reflect such pricing. As a result, the
Company's fruit costs do not correlate directly with changes in commodity
markets. See "Business -- Raw Materials."

YEAR 2000

The Company has implemented a Year 2000 program aimed at ensuring that the
Company's computer systems and applications will function properly beyond 1999.
Expenditures relating to software modifications for Year 2000 compliance are
currently estimated to be approximately $8 million and are not expected to have
a material adverse effect on the Company's financial condition, operations or
liquidity. While the Company is communicating with key suppliers, customers and
other constituents to determine their Year 2000 readiness, there can be no
assurance that the failure of such third parties to adequately address their
respective Year 2000 issues will not have a material adverse effect on the
Company's business, financial condition and results of operations.

NEW ACCOUNTING STANDARDS

The Financial Accounting Standards Board recently issued FAS 130, Reporting
Comprehensive Income, which is effective for the Company's fiscal year beginning
December 29, 1997. FAS 130 requires that comprehensive income be reported as a
part of the full financial statements. Comprehensive income is a measure of all
changes in equity resulting from transactions and events recognized during the
period, except transactions with the enterprise's owners in their capacity as
owners. The Company has presented the required information in the Statement of
Business Equity and Comprehensive Income (Loss).

The Financial Accounting Standards Board recently issued FAS 131,
Disclosures about Segments of an Enterprise and Related Information, which is
effective for the Company's fiscal year beginning December 29, 1997. Under FAS
131 the basis for determining an enterprise's operating segments is the manner
in which management operates the businesses. The Company does not expect that
the adoption of this pronouncement will significantly effect its financial
disclosure obligations.

The American Institute of Certified Public Accountants recently issued a
Statement of Position, Reporting on the Costs of Start-Up Activities, which is
effective for the Company's fiscal year beginning December 28, 1998, with
earlier application encouraged. Beginning in fiscal year 1999, costs of start-up
activities should be expensed as incurred. Start-up costs capitalized through
December 27, 1998 will be written off as a cumulative effect of a change in
accounting principle in comparative financial statements. The Company
anticipates adopting this standard for the fourth quarter of its fiscal year
ending December 27, 1998, with a resulting charge of approximately $6 million
pre-tax.

The Financial Accounting Standards Board has issued FAS 132, Employer's
Disclosures about Pensions and Other Postretirement Benefits, which is effective
for the Company's fiscal year beginning December 29, 1997. FAS 132 requires
certain additional disclosures and standardizes the disclosure requirements for
pensions and other postretirement benefits. The Company does not expect that the
adoption of this pronouncement will significantly impact its financial
disclosure obligations.

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<PAGE> 35

The Financial Accounting Standards Board has issued FAS 133, Accounting for
Derivative Instruments and Hedging Activities, which is effective for the
Company's fiscal year beginning December 27, 1999. This Statement requires that
derivative instruments be recognized as assets or liabilities and measured at
fair value. The Company is currently evaluating, and has not yet determined, the
effect that the adoption of FAS 133 will have on its financial statements.

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<PAGE> 36

BUSINESS

GENERAL

The Company is the world's largest marketer and producer of branded juices.
The Company's portfolio consists of some of the best known trademarks in juice
including Tropicana Pure Premium and Dole. Tropicana Pure Premium, the Company's
leading trademark, is the fifth largest brand of all food products sold in
grocery stores in the United States and has a 71.2% share of the $1.2 billion
chilled NFC orange juice segment. The Company markets and distributes its
products in 23 countries.

Within the U.S. juice and juice beverage market, the size of which
management believes to be approximately $16 billion across all channels of
trade, the Company competes in all three segments: chilled, ambient and frozen.
In the grocery trade channel, a $9.8 billion market, the annual growth rate of
the total juice and juice beverage market since 1993 has been approximately 3%.

The Company's focus is on the faster growing chilled segment which has
experienced annual growth of nearly 6% over the past four years. The Company is
the market leader in the total chilled juice and chilled orange juice segments,
with market shares of 33.5% and 40.6%, respectively. Additionally, the Company
has been the driver of the growth of the chilled NFC orange juice segment which
has grown more than 8% annually since 1993. Tropicana Pure Premium's share of
the chilled NFC orange juice segment has been growing, and is currently 71.2%.
The Company's highest product profit margins are in this fastest growing
segment.

THE MARKET

Management estimates that in 1997, the world's population purchased over 10
billion gallons of juice and juice beverages, representing approximately $30
billion in sales. Annual market growth for the past several years has been
estimated to be approximately 5%.

Management estimates that 1997 per capita consumption of packaged,
ready-to-serve juice and juice beverages which averaged less than 2 gallons
worldwide, varies from a high of approximately 15 gallons in the United States
to 6 gallons in Europe and approximately one-half gallon in Asia. Management
believes that as major retailers continue to expand internationally, retail and
distribution infrastructure will be developed to support growth in sales of
higher quality

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packaged juices, both chilled and ambient. The Company believes it is
well-positioned to continue to take advantage of the growth potential both in
the United States and in international markets.

Management estimates that orange juice represents one out of every four
glasses of packaged juice and juice beverages consumed in the world. This varies
by market, with more economically developed regions like North America and
Western Europe consuming more packaged orange juice. In these markets the trend
towards higher quality chilled and chilled NFC orange juice is strong with 1997
growth rates for chilled orange juice and chilled NFC orange juice at over 9%
and almost 12%, respectively, in the United States, almost 19% and nearly 23%,
respectively, in Canada and greater than 5% and more than 23%, respectively, in
the United Kingdom.

While 38% of the case volume of the juice and juice beverage market in the
United States is chilled, management estimates that less than 10% of the
international market's volume is chilled. As international infrastructures
improve to allow for the handling of these types of products, management expects
a continued trend towards growth of this segment with consumers willing to trade
up to higher quality and better taste.

COMPETITIVE STRENGTHS

MARKET LEADERSHIP IN A GROWING CATEGORY. The Company has the highest market
share among chilled orange juice competitors in the United States and in most
countries it has entered. In the United States in 1997, the Company had a 71.2%
share of the chilled NFC orange juice segment, and a 40.6% share of the chilled
orange juice segment, more than double that of its next largest competitor. The
Company's size in the United States allows it to enjoy economies of scale
relative to its competition in chilled distribution, packaging, manufacturing
and marketing.

In the United States, orange juice consumption has continued to shift from
frozen orange juice to chilled FC orange juice to chilled NFC orange juice.
Since 1993, the annual growth rate for chilled NFC orange juice has been greater
than 8% as compared to less than 5% growth for chilled FC orange juice and a
decline of more than 6% for frozen orange juice.

Tropicana Pure Premium has driven the growth in chilled NFC orange juice by
capitalizing on the consumer trend towards healthier, better tasting foods and
beverages. Programs to continuously improve product quality, provide consumers
with great tasting and innovative line extensions under the Tropicana Pure
Premium banner (Tangerine Orange, Tropical Orange and Ruby Red Grapefruit) and
nutritionally enhanced line extensions (with Calcium and Double Vitamin C),
expanded distribution and strong advertising and public relations programs
promoting the taste/health combination Tropicana Pure Premium provides, have all
contributed to this growth.

Internationally, the Company has built on its success in the United States
by establishing the chilled NFC orange juice segment in Canada, the United
Kingdom and France. In less developed countries, where chilled retail
infrastructure is small or does not exist, the Company has established
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itself as the marketer of the best quality juice available, focusing on ambient
100% juices. The Company has a leadership position in Japan in ambient 100%
juices.

EXCELLENCE IN CUSTOMER SERVICE AND LOGISTICS. The Company provides its
leading customers in the United States with a full array of logistical and
category management services including: inventory management, electronic
ordering and billing, the assistance of one-stop customer service
representatives, strategic co-marketing programs, account specific planograms
and account specific consumer insights. These customer planning and service
strengths were derived from a reengineering effort begun in 1994 and have
resulted in the Company becoming a preferred supplier among its top accounts.
The Company also implemented a proprietary customer planning, promotion and
billing system that has resulted in 95% invoice accuracy.

OPERATIONAL EXPERTISE AND EMERGING GLOBAL NETWORK. Management believes it
has the largest orange juice processing plant in North America at its Bradenton,
Florida facility. This 250 acre vertically integrated facility processes more
than 2.7 billion pounds of fruit annually and packages and distributes more than
100 million cases of juice products annually in the United States. The Company's
Bradenton facility achieved ISO-9001 quality certification in 1998, which
management believes has been obtained by less than 10% of all packaged food
facilities worldwide. The Company owns manufacturing facilities in the United
States, Europe and Asia which are augmented by a network of co-packers in the
United States and several countries throughout the world. Management believes
that packing product close to the customer translates to higher quality
products, better customer service and lower costs. The Company is in the process
of implementing a supply chain and manufacturing reengineering program in Europe
which it believes will provide greater efficiencies and effectiveness in
manufacturing and logistics.

SUCCESSFUL INNOVATION IN PRODUCTS AND TECHNOLOGY. In June 1998, the Company
opened a new research and development facility which includes a state of the art
pilot plant. The Company's research and development efforts, which it believes
are the most extensive in the juice industry, focus on all aspects of the
procurement, production and packaging processes, including fruit processing,
juice blending, nutritional understanding, new product development and packaging
technologies and processes.

GROWTH STRATEGIES

The Company has also implemented a series of programs designed to increase
consumption of Tropicana Pure Premium. These programs include larger package
sizes, new citrus flavor blends,
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<PAGE> 39

frequent buyer programs and public relations programs focused on the health
benefits of drinking Tropicana Pure Premium. Additionally, the Company
recognizes that an increasing percentage of consumption of all meals, including
breakfast (when orange juice consumption is especially strong), takes place
outside the home. As a result, the Company is expanding the availability of
Tropicana Pure Premium in convenience stores and foodservice channels, and
improving its packaging to better service this trend.

FOCUS ON EXTENSION OF THE PRODUCT PORTFOLIO AND PRODUCT AND PACKAGING
INNOVATION. The Company is continuously introducing line extensions under the
Tropicana Pure Premium label. For example, the Company successfully introduced
Tangerine Orange and Tropical Orange flavors. Capitalizing on the success it had
with its high pulp orange juice product called Tropicana Pure Premium
Grovestand, the Company introduced Grovestand Grapefruit juice which has helped
the Company solidify its number one position in chilled grapefruit juice. In
addition, the Company reformulated its nutritionally enhanced Orange Juice with
Calcium product for better taste and calcium absorption and its Double Vitamin C
product. Sales of these nutritionally enhanced products have more than doubled
since launched in July 1997. The Company is also testing new products, including
Tropicana Fruitwise, a line of smoothies and fortified shakes currently
available in approximately 9% of the United States. In packaging, the Company
has used for several years, a proprietary Dual-Lock package which guarantees
better product quality to the consumer. The Company continues to innovate and
provide consumer-friendly, easy-to-use packaging, including pour spouts on
cartons with easy-to-open plastic pull rings and plastic packaging. In addition,
the Company is expanding its focus on channels of distribution outside grocery
stores and improving its packaging to better service consumers in these
accounts.

GROW THE INTERNATIONAL BUSINESS. In 1997, approximately 19% of the
Company's net sales (excluding the joint venture in Japan) were attributable to
its international operations, compared to less than 3% in 1988. Currently, the
Company owns the best selling chilled NFC juice brands in Belgium, Canada,
France, Hong Kong and the United Kingdom, and the best selling ambient 100%
juice brand in Japan. Although the Company has sales in 22 countries outside the
United States, sales in Canada, France and the United Kingdom account for most
of the international net sales. Management believes there is additional
opportunity for significant growth within existing markets, as well as the
opportunity to grow through entry into new markets as the right consumer and
trade conditions arise. The Company believes it will extend its leadership
position through a combination of brand building activities with both consumers
and the retail trade, and the strengthening of its operating networks in
sourcing, manufacturing and logistics. The Company may also pursue acquisitions
that are complementary and add new operating capabilities or access to new
markets.

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<PAGE> 40

ally, the Company believes that, as it continues to build volume in existing
international markets, it will gain the benefits of economies of scale.

PRODUCTS AND MARKETS

The following table summarizes 1997 U.S. grocery sales by segment for the
juice and juice beverage market. The Company participates in all these segments
except fresh squeezed orange juice. The shaded boxes indicate the segments in
which the Company has a leading share.

1997 U.S. JUICE AND JUICE BEVERAGE MARKET
(DOLLARS IN MILLIONS)

[SECTOR SALES SUMMARY CHART]

Source: Information Resources, Inc., 1997

TOTAL U.S. JUICE AND JUICE BEVERAGE MARKET

In 1997, total grocery sales for the U.S. juice and juice beverage market
were approximately $9.8 billion. Of this amount, the 100% juice category
amounted to over $5.5 billion or nearly 57% of total sales.

While the Company competes across the market with a number of brands, its
focus is in 100% juices, especially chilled orange juice. Tropicana Pure
Premium, the Company's flagship brand, is the leading orange juice brand.
Tropicana Season's Best is the Company's FC chilled and frozen orange juice
brand. Dole represents the Company's largest entry in the 100% other juice
chilled and frozen segments and Tropicana Twister competes in the ambient and
frozen juice beverage segments.

ORANGE JUICE MARKET

At over $3.1 billion in sales, the orange juice segment represents 32% of
the total juice and juice beverage market, and approximately 57% of all 100%
juice purchased in grocery stores, and has been growing at nearly 3% since 1993.
Orange juice is available in three forms (chilled, ambient and frozen) with
chilled orange juice (nearly $2.5 billion in sales) accounting for 79% of all
orange juice purchased and growing at an annual rate of more than 6% since 1993.

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CHILLED ORANGE JUICE (NFC AND FC)

Chilled orange juice can be further divided into two segments defined by
production processes: NFC where the orange is squeezed, processed and packaged;
and FC where the orange is squeezed, water is evaporated out and the juice is
reconstituted later using other water sources and then packaged. The annual
growth rate for chilled NFC orange juice has been greater than 8% annually as
compared to almost 5% for chilled FC orange juice and a decline of more than 6%
for frozen orange juice, reflecting consumers' desire to trade up to the higher
quality, better tasting, premium NFC segment. While the Company competes in both
segments, its focus is on the growing NFC segment with its flagship brand
Tropicana Pure Premium. Tropicana Season's Best, the Company's FC chilled and
frozen orange juice entry in grocery stores, is sold primarily in the midwest
and western regions of the United States.

As the chart below indicates, the Company has the leading position in the
chilled orange juice segment as well as the chilled NFC orange juice segment.

<TABLE>
<CAPTION>
U.S. GROCERY MARKET
1997 MARKET SHARE (DOLLAR VALUE)
1993-1997 -------------------------------------------------------
SIZE($MM) CAGR TROPICANA MINUTE MAID CITRUS WORLD PRIVATE LABELS
--------- --------- --------- ----------- ------------ --------------
<S> <C> <C> <C> <C> <C> <C>
Chilled OJ........... $2,462 6.3% 40.6% 19.0% 7.8% 23.6%
Chilled NFC OJ....... $1,181 8.3% 71.2% -- 14.9% 10.7%
</TABLE>

Source: Information Resources, Inc.

Tropicana Pure Premium is marketed as the best NFC juice, offering
consumers a superior combination of taste and nutrition. Marketing programs are
focused on breakfast/morning because 70% of orange juice is consumed prior to 10
a.m. The Company tailors its marketing programs for this product to take
advantage of regional development opportunities in the United States. For
example, although Tropicana Pure Premium (as well as chilled NFC orange juice in
general) market penetration is high in the eastern part of the United States
where loyalty focused programs are used, consumer sampling programs are used in
other regions where market penetration is lower. The Company has also segmented
the orange juice and grapefruit juice market by offering products that increase
consumer usage and household penetration: Tropicana Pure Premium Grovestand,
with extra high pulp giving it the taste of fresh squeezed juice; Tangerine
Orange, Ruby Red Orange and Tropical Orange products that offer citrus flavor
variety; and Orange Juice with Calcium and Double Vitamin C varieties, which
offer enhanced nutrition. The Company is growing at-home volume by increasing
in-home inventories of the product through larger sized plastic packages,
multiple purchase incentives at retail stores, and new flavor combinations. The
Company is also growing its away-from-home sales by tailoring packaging and
market programs to convenience store and food service consumers, allowing them
to get orange juice on-the-go.

OTHER 100% JUICES

In U.S. grocery stores, the Company has also continued to focus on other
chilled 100% juices, a $308 million segment in 1997. The Company competes
nationally with Dole and regionally with Tropicana Pure Tropics juices. Both
brands appeal to families with children, with a variety of 100% juice flavor
selections encouraging consumption throughout the day. Dole is also available in
frozen form. The combination of the Company's multiple chilled entries in orange
juice and other 100% juices has made it the leading chilled juice producer with
a 33.5% share in 1997, approximately double that of the next largest competitor.

JUICE BEVERAGES

In grocery stores, the Company competes in juice beverages with its
Tropicana Twister brand. This brand is available in both ambient and frozen
forms and has a small share of a very fragmented market. Leading competitors
include Ocean Spray, Motts and Welch's. Tropicana Twister is targeted

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to consumers who drink juice beverages for refreshment and variety and who
appreciate bold flavor combinations. The Company is in the process of rolling
out a reformulated Tropicana Twister which has been repackaged from glass to a
more convenient plastic package.

NEW PRODUCTS

The Company is focused on building on its strengths of 100% juice and
chilled case management expertise through the introduction of new products. The
Company is currently testing a line of fruit juice based smoothies and fortified
fruit shakes in the United States under the Tropicana Fruitwise brand.
Additionally, the Company has begun to test Tropicana-branded equipment-
dispensed smoothie products in several convenience store and foodservice
locations capitalizing on the growth of away-from-home consumption of these
types of beverages.

CHANNELS OTHER THAN GROCERY

Approximately 31% of the Company's volume in the United States comes from
mass merchandisers, club stores, convenience stores and foodservice venues. In
1996, the Company was named a vendor of the year at Wal*Mart. As chilled shelf
space has become available, the Company has focused on broadening the
distribution of its flagship brand, Tropicana Pure Premium. During the last few
years, the Company has made inroads into the growing U.S. foodservice market
with emphasis on expanding Tropicana Pure Premium distribution into hotels,
restaurants and institutions.

In other channels, such as convenience stores, the Company has marketed
quality 100% FC juices and juice beverages under the Tropicana Season's Best,
Dole and Tropicana Twister labels. The Company holds the leading juice and juice
beverages share in convenience channels, where it competes with Minute Maid,
Veryfine and a number of regional brands. Marketing efforts focus on continuing
to grow leadership positions in orange juice and other 100% juices while
providing the immediate consumption consumer with innovative flavors and
packaging formats. In-store merchandising events, co-marketing and radio
campaigns are used to stimulate the growth of these businesses.

INTERNATIONAL MARKETS

Internationally, the packaged juice and juice beverages ready-to-drink
segment is primarily ambient. Management estimates that less than 10% of the
international packaged ready-to-drink segment is chilled, although there are
exceptions where chilled distribution and retail infrastructure exists to
support these higher quality products. In countries and regions such as Canada,
Hong Kong, northwestern Europe, Scandinavia and the United Kingdom, the
Company's flagship product is Tropicana Pure Premium. The Company also markets
Fruvita chilled NFC in France and Belgium as a companion to Tropicana Pure
Premium. The Company enjoys a leading position in chilled orange juice and NFC
orange juice in each country it has entered with Tropicana Pure Premium.

Marketing programs internationally focus on encouraging consumers to try
the Company's chilled products through extensive sampling in stores and at
events. In a few countries, the Company has also been successful at using direct
marketing programs which help to build brand awareness and provide incentives to
try the product. Since chilled NFC juice is relatively new in these countries,
the Company also focuses on trade education programs which provide retailers
with an understanding of chilled NFC juices and their handling requirements.

At approximately one tenth the size of the U.S. orange juice segment, the
Canadian orange juice segment ($322 million) mirrors U.S. segment development,
which started with the frozen form and has evolved into a large chilled NFC
orange juice market, at $139 million in size with annual growth

38
<PAGE> 43

of over 18% since 1995. Introduced in 1991, Tropicana Pure Premium has the
leading share of market in chilled orange juice and chilled NFC orange juice as
evidenced by the following table:

<TABLE>
<CAPTION>
CANADIAN GROCERY MARKET
1997 MARKET SHARE (DOLLAR VALUE)
1995-1997 -----------------------------------------------------------
SIZE ($MM) CAGR TROPICANA MINUTE MAID BEATRICE OASIS PRIVATE LABELS
---------- --------- --------- ----------- -------- ----- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
Chilled OJ........... $172 14.4% 60.3% 7.1% 5.1% 3.4% 15.3%
Chilled NFC OJ....... 139 18.1% 77.9% 0.1% -- 4.1% 14.4%
</TABLE>

Source: A.C. Nielsen Company

Marketing, sales and distribution programs are similar to those of the United
States. In Canada, Tropicana is the fourth largest brand in grocery stores.

In the United Kingdom, the major grocery stores carry only the top one or
two brands from manufacturers across all food and beverage segments. Management
estimates that approximately two thirds of products sold are the stores' private
labels. As a result, the store brands have the largest market shares. As the
table below indicates, while the stores' private labels have the largest share
of the chilled orange juice segment, Tropicana Pure Premium has the highest
share of the chilled NFC orange juice segment, with a 77.5% share in 1997. This
segment has had annual growth of nearly 31% since 1995.

<TABLE>
<CAPTION>
UK GROCERY MARKET
1997 MARKET SHARE (DOLLAR VALUE)
1995-1997 ----------------------------------
SIZE ($MM) CAGR TROPICANA PRIVATE LABELS OTHER
---------- --------- --------- -------------- -----
<S> <C> <C> <C> <C> <C>
Chilled OJ............................ $258 8.9% 28.1% 67.0% 4.9%
Chilled NFC OJ........................ $ 93 30.6% 77.5% 20.1% 2.4%
</TABLE>

Source: A.C. Nielsen Company

The Company's acquisition of Copella Fruit Juices Limited, the marketer and
producer of the best selling chilled NFC apple juice, will provide the Company
with an increased share of the growing chilled segment in the United Kingdom.
The Company has also successfully begun expanding Tropicana Pure Premium into
convenience and drug stores throughout the United Kingdom through a distribution
alliance with a leading yogurt producer.

In countries where the logistics and retail infrastructure can not yet
accommodate chilled products, the Company markets ambient 100% juices. In China,
the Company has a line of 100% juices under the Dole label and has successfully
expanded distribution to the top 20 urban centers in the country, providing
consumers with the opportunity to trade up to higher quality, better tasting
100% juices. In Japan, the Company markets the number one ambient 100% juice
line under the Tropicana label. In Europe, the immediate consumption market of
restaurants and cafes is serviced with Looza, a leading line of juices and
nectars for this trade sector.

CUSTOMERS

The Company provides its leading customers in the United States with a full
array of logistical and category management services including: inventory
management, electronic ordering and billing, assistance of one-stop customer
service representatives, strategic co-marketing programs, account specific
planograms and account specific consumer insights. These customer planning and
service strengths, derived from reengineering efforts begun in 1994, have
resulted in the Company becoming a preferred supplier among its top accounts.

In the United States, the Company estimates that it distributes its
products through a network of more than 100,000 grocery and immediate
consumption outlets. Approximately 70% of the Company's customer orders are
processed electronically via electronic data interchange. In addition, in 1994,
the Company launched its continuous replenishment program designed to facilitate
order and

39
<PAGE> 44

inventory management for its largest customers, allowing orders to be processed
automatically based on real-time inventory data. The Company believes that this
continuous replenishment program, which has met with excellent customer
feedback, yields lower customer inventory levels, fresher product and fewer
out-of-stocks. The Company also implemented a proprietary customer planning,
promotion and billing system that has resulted in 95% invoice accuracy.

The Company's top 10 customers for 1997 accounted for approximately 31% of
the Company's sales. No single customer accounted for more than 9% of net sales.
Large customers include American Stores, Kroger, Safeway, SuperValu and
Wal*Mart.

MANUFACTURING

The Company has been developing an integrated global operating network
which packages products close to the customer to provide better product quality
and customer service as well as lower costs. The manufacturing network consists
of both Company-owned facilities and co-packing and co-processing agreements.
The Company owns manufacturing facilities on three continents: Florida and
California in the United States; Belgium, England and France in Europe; and
China in Asia. These owned facilities are augmented by co-packing and
co-processing agreements in Brazil, Canada, Germany, Japan, Spain, Taiwan and
the United States.

The Company has been recognized for its accomplishments in both quality and
safety, and in 1998 achieved ISO-9001 certification for its Bradenton, Florida
manufacturing facility. The Company has also been recognized by the
Occupational, Safety and Health Administration in its Voluntary Protection
Program with four of the Company's North American facilities achieving Merit or
Star Status.

The manufacturing network in North America consists of both Company-owned
and co-packing facilities. Three Company-owned facilities focus on the
processing, packaging and distribution of Tropicana Pure Premium products. Three
of the Company-owned facilities (Bradenton, Ft. Pierce and Lakeland, Florida)
process citrus fruit to be of Tropicana Pure Premium products. These plants
process over 4.1 billion pounds of oranges per year (over 20% of the annual
Florida orange crop). The juice from this fruit is packaged immediately or
stored for future use in Tropicana Pure Premium products. This citrus juice is
stored in multiple forms and used both during the fruit season and the
off-season for blending and packaging. The capacity of the Company-owned
facilities is augmented by several processing and juice supply contracts. This
supply of juice is used throughout the year to improve quality and provide
consistent flavor.

The Company-owned facilities in North America are augmented by ten
co-packing facilities. These co-pack facilities focus principally on FC
products. By reducing time to market, this co-pack network improves quality,
customer service and cost.

The Company has developed an integrated manufacturing and supply network to
service its rapidly expanding presence outside of North America. Florida
provides a significant portion of the fruit for the juice the Company markets;
however, local fruit and juice sourcing is being developed outside of the United
States to provide fresher, lower-cost, consumer preferred products in regions
outside of North America. The Company has also acquired a majority interest in a
large, developing orange grove in China to supply the potentially large Asian
market in the long-term.

Production facilities outside of North America have been established near
major markets to ensure reliable customer service, consistent high quality and
lower costs. Where appropriate, third party relationships, including a joint
venture in Japan, are being used to augment the Company-owned facilities outside
of North America.

DISTRIBUTION

The Company operates five regional distribution centers that serve
customers in the United States and Canada. High-speed refrigerated unit trains
are used to transport the product quickly
40
<PAGE> 45

and efficiently from the Bradenton manufacturing plant to the principal field
distribution centers. A high priority is placed on inventory management
techniques that ensure product quality and freshness.

RAW MATERIALS

The principal raw materials that the Company uses for the manufacture of
its juices and juice beverages are oranges, grapefruit and juice concentrates.
The Company annually purchases over 4.1 billion pounds of oranges -- more than
20% of Florida's annual crop -- directly from growers. The Company has long and
short-term contracts for fruit in Florida and juice in California, Florida,
Spain and Brazil and owns a developing grove in China. In addition, to
supplement its own processing, the Company purchases concentrate and small
amounts of NFC juice from numerous suppliers. There are no suppliers who are
individually the source of a material amount of oranges, grapefruit or juice
concentrates. The Company's purchases of oranges and orange juice in Florida and
orange juice in California, Brazil and Mexico represented 25%, 34%, 2%, and 6%,
respectively of the oranges processed into orange juice in the 1997/1998 season
in such jurisdictions. The Company purchases grapefruit only in Florida and its
purchases represented 8% of the grapefruit processed into juice in Florida
during the 1997/1998 season.

The Company also uses paper products, such as carton packaging and
corrugated cardboard, as well as plastics and glass to package and ship its
products. All of the Company's U.S. carton package needs are supplied by
International Paper Company. On a worldwide basis, International Paper Company
supplies approximately 85% of the Company's carton package needs and the balance
is sourced principally from Elopak, N.V. In 1997, the Company sold its box plant
which is located at the Company's Bradenton, Florida facility to Jefferson
Smurfit Corporation. At the time of the sale, the Company entered into a
contract with Jefferson Smurfit Corporation for the majority of its corrugated
cardboard requirements. Substantially all of the Company's glass bottle needs
are met by its joint venture with Ball Foster which operates a glass production
facility at the Company's Bradenton, Florida facility. The majority of the
Company's plastic bottle needs are met by Graham Packaging Company which
produces most of the Company's plastic bottles at the Company's Bradenton
facility.

PROPRIETARY RIGHTS

The Company has an exclusive, royalty-free license to use the Dole brand
name with respect to fruit and vegetable juices and juice beverages (excluding
canned pineapple juice and pineapple juice blends) containing at least 10%
juice. The license automatically renews for successive twenty-year periods
subject to termination at the option of the Company.

RESEARCH AND DEVELOPMENT

The Company continues to build its brand equity strength by its strategic
investments in citrus technologies. In June 1998, it opened a worldwide center
in Bradenton, Florida for citrus research and development. This center
represents a $17 million investment in facilities focused on all aspects of the
procurement, production and packaging processes. Management believes this
investment will continue to build its marketplace leadership by developing core
competencies for the business targeted to build consumer preference, create
customer bias and achieve lower costs. The Company has also made key investments
in people, which has significantly upgraded the technical skill level. This is
in alignment with the Company's business strategy to enhance organizational
efficiencies and expand geographically.

INFORMATION TECHNOLOGY

The Company makes extensive use of information technology ("IT") for all
major business processes and key business transactions. As such, the Company's
information system strategy is

41
<PAGE> 46

closely tied to the overall business strategy. In addition to enabling the
reengineering of key business processes, another major IT strategy is to
standardize, simplify and integrate systems to enhance organizational
effectiveness.

Management believes that several recently implemented commercial systems
have provided the Company competitive advantages in the marketplace, including:

TrueView: Uses laptop technology to provide field sales personnel with
the ability to show customers relevant category management information.

Customer Planning System: Gives the field sales personnel a variety of
capabilities to plan promotions and review the expected financial impact
with customers.

Customer Invoicing and Promotion Settlement System: Integrates with
the Customer Planning System and has given the Company the ability to
process orders, plan promotions and invoice the customer with relatively
few errors.

The Company utilizes electronic data interchange to process more than 70%
of its order volume. The Company also uses a variety of tools to provide
Continuous Replenishment Planning services to many of its major customers. This
capability allows the Company to manage its customers' inventories and to make
replenishment decisions leading to better inventory management and lower
out-of-stocks.

GOVERNMENTAL REGULATION

The Company's operations and properties are subject to regulation by
various federal, state and local government entities and agencies as well as
foreign governmental entities. As a producer of food products, the Company's
operations are subject to stringent production, packaging, quality, labeling and
distribution standards in each of the countries where the Company conducts
operations, including, in the United States, those of the Federal Food and Drug
Act. The operations of the Company's production and distribution facilities are
subject to various federal, state and local environmental laws and workplace
regulations both domestically and abroad. These laws and regulations include, in
the United States, the Occupational Safety and Health Act, the Fair Labor
Standards Act, the Clean Air Act and the Clean Water Act. Representatives of the
United States and Florida Departments of Agriculture maintain offices at the
Company's plant in Bradenton, Florida, and monitor the Company's compliance with
federal and state requirements. The United States Department of Agriculture and
the corresponding departments of the various states have regulations to which
citrus juice producers must adhere. In addition, local departments of health
exercise supervisory control. The Company believes that its current legal and
environmental compliance programs adequately address such concerns and that it
is in substantial compliance with applicable laws and regulations. However,
compliance with, or any violation of, current and future laws or regulations
could require material expenditures by the Company or otherwise have a material
adverse effect on the Company's business, financial condition and results of
operations.

ENVIRONMENTAL MATTERS

Cincinnati, Ohio; Borgloon and Port of Ghent, Belgium. The Company believes
these systems currently are in substantial compliance with all applicable laws
and regulations. Ammonia is a listed hazardous substance pursuant to various
environmental regulations, and if released into the environment in significant
amounts, could have material adverse effects on human health and the
environment. The Company intends to continue to make investments to provide
additional controls for ammonia containment.

As was a then common practice at manufacturing sites, various inert waste
materials, including construction debris, and off-specification product were
disposed by landfilling at various locations on property owned in Bradenton,
Florida. These former land disposal areas are not currently subject to any
on-going monitoring, closure or other response requirements although there can
be no assurance that such requirements will not be imposed. A small portion of
the Borgloon, Belgium facility is situated on a closed municipal landfill. At
the time this landfill was active, the property was owned and operated by the
local municipality. The landfill was closed prior to the Company's operations at
the site. No monitoring or remediation has been or is currently required
relative to this closed disposal site and the municipality would be responsible
should any future activities be required.

No assurances can be given that future changes in environmental regulations
or additional environmental issues relating to currently known matters or
identified sites or to other matters or sites will not require additional
currently unanticipated compliance, investigation, assessment or expenditures.

EMPLOYEES

As of March 31, 1998, the Company employed 4,737 full-time workers of which
2,663 are union members. The Company also periodically hires temporary workers
during the processing season. The Company is currently negotiating a new
contract with one of its unions which represents 1,066 workers at the Bradenton
and Fort Pierce facilities. This union contract expires in January 1999. The
Company considers its relationship with its employees to be good.

PROPERTIES

The Company currently owns or leases the following properties:

<TABLE>
<CAPTION>
LOCATION LEASED/OWNED SIZE
-------- ------------ ----
<S> <C> <C>
Offices
Aachen, Germany.............................. Leased 5,593 square feet
Bradenton, Florida........................... Owned/Leased 180,600 square feet
owned/19,331
square feet leased
Buenos Aires, Argentina**.................... Leased 323 square feet
Brussels, Belgium............................ Leased 3,124 square feet
Calgary, Alberta............................. Leased 1,345 square feet
Deerfield, Illinois.......................... Leased 3,893 square feet
Ft. Lauderdale, Florida...................... Leased 3,170 square feet
Guangzhou, China............................. Leased 1,894 square feet
Hong Kong.................................... Leased 7,800 square feet
London, England**............................ Leased 4,280 square feet
Mississauga, Ontario**....................... Leased 6,653 square feet
Roissy, France............................... Leased 9,463 square feet
Sao Paulo, Brazil**.......................... Leased 2,690 square feet
Shanghai, China.............................. Leased 2,792 square feet
</TABLE>

43
<PAGE> 48

<TABLE>
<CAPTION>
LOCATION LEASED/OWNED SIZE
-------- ------------ ----
<S> <C> <C>
Whitestone, New York......................... Leased 6,936 square feet
Dorval, Quebec**............................. Leased 6,600 square feet
Calgary, Alberta**........................... Leased 673 square feet
Production Facilities
Borgloon, Belgium............................ Owned 212,155 square feet
Boxford, England*............................ Leased 69,562 square feet
Bradenton, Florida........................... Owned 2,737,906 square feet
City of Industry, California................. Owned 204,732 square feet
Fort Pierce, Florida......................... Owned 413,820 square feet
Hermes, France............................... Owned 10,465 square feet
Huizhou, China*.............................. Leased 65,340 square feet
Lakeland, Florida............................ Owned 210,000 square feet
Distribution Centers
Auburndale, Florida.......................... Leased 187,000 square feet
Buenos Aires, Argentina**.................... Leased 2,134 square feet
Cheshire, Connecticut........................ Leased 6,580 square feet
Cincinnati, Ohio............................. Leased 91,500 square feet
Guangzhou, China............................. Leased 3,267 square feet
Jersey City, New Jersey...................... Leased 222,156 square feet
Miramar, Florida............................. Leased 4,625 square feet
Moorestown, New Jersey....................... Leased 9,600 square feet
Port of Ghent, Belgium....................... Leased 120,350 square feet
Port Manatee, Florida........................ Leased 110,560 square feet
Shanghai, China.............................. Leased 8,712 square feet
Taunton, Massachusetts....................... Leased 7,500 square feet
Whitestone, New York......................... Owned 39,620 square feet
Groves
Beihei, China*............................... Leased 7,500 acres
</TABLE>

- ---------------
* Leased pursuant to long-term leases.

** To be leased from affiliates of Seagram.

LEGAL PROCEEDINGS

The Company is not a party to any legal proceedings other than ordinary
course, routine litigation which is not material to the business, financial
condition or results of operations of the Company.

44
<PAGE> 49

MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS

Set forth below are the names and positions of the directors and executive
officers of the Company effective as of the closing of the Offerings. The Board
will be divided into three classes. At the next annual meeting of stockholders,
directors for each class will be elected for terms of one, two and three years,
respectively. Commencing with the subsequent annual meeting of stockholders,
directors will be elected at the annual meeting of stockholders in the year in
which the term for such class expires and thereafter each class will serve for a
term of three years.

<TABLE>
<CAPTION>
NAME AGE POSITION(S)
- ---- --- -----------
<S> <C> <C>
Ellen R. Marram........................... 51 Chairman of the Board, Chief Executive
Officer and President
Donald S. Perkins......................... 71 Director Nominee
James E. Preston.......................... 65 Director Nominee
Henry B. Schacht.......................... 63 Director Nominee
Gary M. Rodkin............................ 46 Executive Vice President of the Company
and President, Tropicana North America, a
division of the Company
John T. Stofko............................ 59 Senior Vice President and Chief Financial
Officer
Terry K. Danahy........................... 48 Senior Vice President, Human Resources
Richard F. Hamm, Jr. ..................... 39 Senior Vice President, General Counsel and
Secretary
</TABLE>

Ellen R. Marram. Ms. Marram has been Chairman of the Board since June
1998, Chief Executive Officer since May 1993 and President of the Company since
August 1996. She has also been an Executive Vice President of Seagram since May
1993. From June 1988 to May 1993 she was President of Nabisco Biscuit Company,
an operating unit of RJR Nabisco Holdings Corp. Ms. Marram is also a director of
Ford Motor Company and The New York Times Company and holds an MBA from The
Harvard Business School.

Donald S. Perkins. Mr. Perkins will become a director of the Company
shortly after the completion of the Offerings. Mr. Perkins is the retired
Chairman of the Board of Jewel Companies, Inc., where he served as Chairman of
the Board, Chief Executive Officer and President from 1965 to 1980. Mr. Perkins
currently holds positions as a director of AON Corporation, Cummins Engine
Company, Inc., Current Assets L.L.C., LaSalle Street Fund, Inc., LaSalle U.S.
Realty Income and Growth Fund, Inc., Lucent Technologies Inc., Nanophase
Technologies Inc., Ryerson Tull, Inc. and Springs Industries, Inc.

James E. Preston. Mr. Preston will become a director of the Company
shortly after the completion of the Offerings. Since July 1998 Mr. Preston has
been the Chairman of the Board of Avon Products, Inc. From September 1988 to
June 1998, Mr. Preston was the Chairman of the Board and Chief Executive Officer
of Avon Products, Inc. Mr. Preston currently holds positions as a director of
ARAMARK Corporation, Reader's Digest Association and Venator Group, Inc.

Henry B. Schacht. Mr. Schacht will become a director of the Company
shortly after the completion of the Offerings. Mr. Schacht served as Chairman of
the Board and Chief Executive Officer of Lucent Technologies Inc. from February
1996 until October 1997, and he retired as Chairman of the Board in February
1998. From 1977 to 1995, Mr. Schacht was the Chairman of the Board of Cummins
Engine Company, Inc., and from 1973 to 1994 he served as Chief Executive
Officer. Mr. Schacht currently holds positions as a director of Aluminum Company
of America, The Chase Manhattan Corporation, Cummins Engine Company, Inc.,
Lucent Technologies Inc. and Johnson & Johnson.

45
<PAGE> 50

Gary M. Rodkin. Mr. Rodkin has been Executive Vice President of the
Company and President of Tropicana North America since September 1995. From June
1992 to September 1995 he was President of Yoplait, a division of General Mills,
Inc. Mr. Rodkin holds an MBA from The Harvard Business School.

John T. Stofko. Mr. Stofko has been Senior Vice President and Chief
Financial Officer of the Company since February 1996. From June 1995 to February
1996 he was a private investor. From July 1994 to June 1995 he was Vice
President Finance and Chief Financial Officer of Uniroyal Chemical Corporation.
From September 1993 to June 1994 he was a financial consultant to AZ Marketing
Services, Inc. From June 1992 to September 1993 he was President of AZ Marketing
Services, Inc. and prior to that was Executive Vice President and Chief
Financial Officer of the Cadbury Schweppes Beverage Group. Mr. Stofko holds an
MBA from Cornell University.

Terry K. Danahy. Mr. Danahy has been Senior Vice President of Human
Resources of the Company since February 1995. From December 1993 to February
1995 he was Vice President of Purchasing for USAirways Inc. and from July 1990
to December 1993 he was Vice President of Human Resources of USAirways Inc. Mr.
Danahy holds an MBA from The Wharton School of The University of Pennsylvania.

Richard F. Hamm, Jr. Mr. Hamm has been Senior Vice President, General
Counsel and Secretary of the Company since June 1998. From January 1997 to May
1998, Mr. Hamm was Senior Vice President, Legal and Business Development and
Secretary. From June 1993 to January 1997 Mr. Hamm was Vice President, General
Counsel and Secretary of the Company. Mr. Hamm is a director of EMCOR Group,
Inc. and received his JD from The Harvard Law School.

COMMITTEES OF THE BOARD OF DIRECTORS

AUDIT COMMITTEE

Within 90 days following the completion of the Offerings, an Audit
Committee will be formed. The Audit Committee will report to the Board in
discharging its responsibilities relating to the accounting, reporting and
financial control practices of the Company. The Audit Committee will have
general responsibility for oversight of financial controls, as well as the
Company's accounting and audit activities. The Audit Committee will conduct an
annual review of the qualifications of the independent auditors. The Audit
Committee will be composed entirely of outside directors who are not, and have
never been, officers of the Company.

COMPENSATION COMMITTEE

Within 90 days following the completion of the Offerings, a Compensation
Committee will be formed. The Compensation Committee will establish corporate
policy and programs with respect to the compensation and benefits of officers
and key employees of the Company. The Compensation Committee will also review
the compensation and benefit programs and policies for employees, such as
salary, cash incentives, long-term incentive compensation, stock incentive and
other programs and performance standards and target amounts for grants under
such programs. No member of this committee will receive an award or payment
under any employee plan, other than as described below. See "-- Director
Compensation." The Compensation Committee will be composed entirely of outside
directors who are not, and have never been, officers of the Company.

DIRECTOR COMPENSATION

The Company's directors, other than those who are employees of the Company,
will be paid $ a year plus a fee of $ for each Board and committee
meeting attended, and will be reimbursed for travel expenses incurred in
connection therewith. Committee chairmen will receive an additional $ per
year. Non-employee directors may receive their fees in awards under the SIP
described below. Directors who are employees of the Company or its subsidiaries
do not

46
<PAGE> 51

receive compensation by reason of their membership on, or attendance at meetings
of the Board or committees thereof.

EXECUTIVE COMPENSATION

Prior to completion of the Offerings, certain officers and employees of the
Company have participated in various compensation plans of Seagram and its
affiliates. The following tables set forth certain information regarding the
cash compensation paid by the Company and Seagram, as well as certain other
compensation paid or accrued, to the chief executive officer and the four next
most highly compensated executive officers (the "Named Executive Officers"), for
services rendered in all capacities during the Company's fiscal year ended
December 28, 1997. All stock options in the following tables relate to Seagram
common shares.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL ------------
COMPENSATION AWARDS
------------------------------------- ------------
OTHER ANNUAL SEAGRAM ALL OTHER
SALARY BONUS COMPENSATION OPTIONS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) (#) ($)
- --------------------------- ---- ------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Ellen R. Marram............ 1997 550,014 487,350 27,493(1) 375,000 1,125(2)
Chairman of the Board,
Chief Executive Officer,
and President
Gary M. Rodkin............. 1997 362,459 243,640 84,115(3)(4) 30,000 4,800(2)
Executive Vice President of
the Company and President,
Tropicana North America
John T. Stofko............. 1997 252,135 90,610 16,977(5) 17,600 1,125(2)
Senior Vice President and
Chief Financial Officer
Terry K. Danahy............ 1997 234,274 93,290 35,552(4) 11,000 4,800(2)
Senior Vice President Human
Resources
Richard F. Hamm, Jr. ...... 1997 211,171 93,260 22,629(4) 16,000 4,800(2)
Senior Vice President,
General Counsel and
Secretary
</TABLE>

- ---------------
(1) Other annual compensation for the year includes $11,318 for imputed income
on life insurance and $10,220 for certain financial planning services.

(2) Reflects the aggregate value of the contributions by the Company or Joseph
E. Seagram & Sons, Inc. under the Retirement Savings And Investment Plan
for Employees of Joseph E. Seagram & Sons, Inc. and Affiliates.

(3) Other annual compensation for the year includes $39,084 in relocation
expenses pursuant to Seagram's relocation program.

(4) Other annual compensation for the year includes $21,840 for the leasing of
an automobile.

(5) Other annual compensation for the year includes $4,963 for imputed income
on life insurance and $6,090 for certain financial planning services.

47
<PAGE> 52

SEAGRAM OPTION GRANTS IN 1997

<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE
AT ASSUMED ANNUAL RATES
NUMBER OF OF SEAGRAM COMMON SHARE
SEAGRAM PRICE
COMMON SHARES % OF TOTAL APPRECIATION
UNDERLYING OPTIONS FOR OPTION TERM
OPTIONS GRANTED TO EXERCISE OR ------------------------------
GRANTED EMPLOYEES BASE PRICE EXPIRATION 5% 10%
NAME (#) IN YEAR(3) ($/SH) DATE ($) ($)
- ---- ------------- ------------ ----------- ----------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Ellen R. Marram.......... 375,000(1) 5.5% 39.50 May 4, 2007 9,331,875 23,551,875
Gary M. Rodkin........... 30,000(2) 0.4% 39.50 May 4, 2007 746,550 1,884,150
John T. Stofko........... 17,600(2) 0.3% 39.50 May 4, 2007 437,976 1,105,368
Terry K. Danahy.......... 11,000(2) 0.2% 39.50 May 4, 2007 273,735 690,855
Richard F. Hamm, Jr...... 16,000(2) 0.2% 39.50 May 4, 2007 398,160 1,004,880
All Seagram Shareholders(4)........................................................ 7,020,219,106 17,717,695,841
Gain to Named Executive Officers as a Percentage of Gain to all Shareholders....... 0.16% 0.16%
</TABLE>

- ---------------
(1) Options to purchase 75,000 Seagram common shares were granted on May 5,
1997, one-third of which became exercisable on May 5, 1998 and the remainder
of which become exercisable in equal installments on May 5, 1999 and May 5,
2000. Options to purchase 300,000 Seagram common shares granted on May 5,
1997 become exercisable in equal installments on May 5, 2001 and May 5,
2002.

(2) Options to purchase Seagram common shares were granted on May 5, 1997 and
become exercisable in equal installments over a three-year period beginning
on the first anniversary of the date of the grant.

(3) Percentages are of all option grants made to employees of Seagram or its
affiliates.

(4) The potential realizable gain to all shareholders is calculated based on
344,857,406 Seagram common shares outstanding and a fair market value of
$32.3125 per Seagram common share on December 31, 1997.

AGGREGATED SEAGRAM OPTION EXERCISES IN 1997 AND YEAR-END SEAGRAM OPTION VALUES

<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF SECURITIES IN-THE-MONEY
UNDERLYING UNEXERCISED OPTIONS AT
SHARES VALUE OPTIONS AT YEAR-END YEAR-END
ACQUIRED ON REALIZED EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
NAME EXERCISE ($) (#) ($)
- ---- ----------- -------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Ellen R. Marram............. -- -- 250,000/625,000 604,688/812,500
Gary M. Rodkin.............. 20,000 141,480 117,500/50,000 0/0
John T. Stofko.............. -- -- 18,667/24,933 0/0
Terry K. Danahy............. 4,000 44,920 5,167/17,333 4,500/0
Richard F. Hamm, Jr......... -- -- 1,900/19,800 0/0
</TABLE>

EMPLOYMENT AGREEMENTS

In connection with the continued employment of Ms. Marram by the Company
following the completion of the Offerings, Ms. Marram, the Company, Seagram, and
Joseph E. Seagram & Sons, Inc. ("JES") entered into an agreement ("Assumption
Agreement") pursuant to which the Company will assume the obligations of Seagram
and JES with respect to the employment of Ms. Marram under the letter agreement
among Seagram, JES and Ms. Marram dated January 26, 1998 ("Letter Agreement"),
subject to certain modifications.

The Assumption Agreement provides that Ms. Marram will serve as Chairman of
the Board, President and Chief Executive Officer of the Company. Ms. Marram's
annual base salary will remain unchanged at $630,000 and she will have a target
management incentive award of 90% of salary.

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<PAGE> 53

Her salary and bonus will continue to be determined in accordance with practices
applicable to senior executives of the Company. In lieu of a target annual
option grant of 75,000 Seagram common shares, Ms. Marram will have a target
annual option of not less than an option to buy that number of the shares of
Common Stock having a value equal to 75,000 Seagram common shares as of the
closing of the Offerings. In addition, in lieu of participation in Seagram's
Senior Executive Compensation and Benefits Program and all other pension,
retirement and similar plans applicable to senior executives of Seagram,
including charitable benefits, the Company will provide Ms. Marram with
substantially identical benefits. The Company will also provide Ms. Marram with
a "Performance-Based Retirement Benefit" at the same level referred to in the
Letter Agreement as well as indemnification in connection with her service as an
officer and director of the Company.

Under the assumed Letter Agreement, if Ms. Marram's employment terminates
involuntarily (other than for death, retirement or for cause) or voluntarily in
the event of a material change in her reporting relationship, Ms. Marram will be
entitled to receive (a) a lump sum amount equal to two times the sum of her
annual base salary and target bonus award; (b) continued medical, dental,
insurance and charitable benefits, as well as reimbursement for certain
automobile expenses; (c) full vesting in all outstanding stock options; and (d)
all accrued benefits under the Performance-Based Retirement Benefit. In
addition, for retirement benefit purposes, Ms. Marram will be treated as having
performed two additional years of service following her actual termination of
employment.

In the event of her voluntary termination more than 60 but less than 90
days following a "Change in Control" (defined in the Assumption Agreement), she
will be entitled to the same severance she would receive if her employment had
been terminated without cause, and in addition, in the event of such voluntary
or any involuntary termination (other than for cause) within 90 days prior to or
following such Change in Control, she will be permitted to hold any unexercised
Company stock options for five years thereafter or, at the Company's discretion,
the options would be cancelled and she would receive in cash the then
Black-Scholes value of the options for such period, and will receive full credit
for all outstanding performance cycles for purposes of calculating her
Performance-Based Retirement Benefit.

In connection with their continued employment as senior executives of the
Company, Gary M. Rodkin, John T. Stofko, Terry K. Danahy and Richard F. Hamm,
Jr. (each, an "Executive") have entered into employment agreements to remain in
effect for a period of three years. Each Executive's annual base salary and
target management incentive award will remain unchanged, subject to any
increases authorized by the Board. If an Executive's employment with the Company
is terminated by him for "good reason" or by the Company without "cause" (each
as defined in the agreements), he will, subject to covenants of confidentiality,
noncompetition and nonsolicitation, be entitled to: (a) a payment equal to two
times the sum of his annual base salary and annual target bonus payable monthly
over 24 months, (b) a lump-sum payment of his pro rata annual target bonus for
the year in which termination occurs, (c) payment of all amounts previously
deferred but not yet paid to the Executive under the Company's deferred
compensation plans and (d) for a period of two years following the termination
date, continued medical, dental and life insurance coverage at the level
provided to executives.

It is anticipated that following the closing of the Offerings, the Company
will enter into a new employment arrangement with Ms. Marram in recognition of
her increased responsibilities as Chairman of the Board, Chief Executive Officer
and President of an independent, public company. Those arrangements may provide
for compensation and benefits that are substantially greater than those provided
under the assumed Letter Agreement. The Company may also take similar action
with respect to the other Named Executive Officers.

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<PAGE> 54

PENSION AND BENEFIT EQUALIZATION PLANS

The Company maintains a pension plan for certain employees of the Company
and its U.S. subsidiaries. A supplemental pension plan provides for additional
payments on an unfunded basis with respect to benefits earned in excess of
statutory limitations for certain senior executives of the Company. Shown below
are the estimated annual pension benefits (calculated on a straight-line basis)
payable on retirement to eligible employees at or after age 65 under the plan as
currently in effect at an assumed average covered compensation (defined in the
plan as base salary and bonus) during any five years of the last ten years of
employment in which the covered compensation was the highest.

<TABLE>
<CAPTION>
5-YR. AVG.
FINAL
COMPENSATION 5 YEARS 10 YEARS 15 YEARS 20 YEARS 25 YEARS 30 YEARS 40 YEARS
------------ ------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
$100,000 $ 6,164 $12,329 $ 18,493 $ 24,658 $ 30,822 $ 36,986 $ 49,315
200,000 13,664 27,329 40,993 54,658 68,322 81,986 109,315
300,000 21,164 42,329 63,493 84,658 105,822 126,986 169,315
400,000 28,664 57,329 95,993 114,658 143,322 171,986 229,315
500,000 36,164 72,329 108,493 144,658 180,822 218,986 289,315
600,000 43,664 87,329 130,993 174,658 218,322 281,986 349,315
</TABLE>

At December 28, 1997, Gary M. Rodkin was credited with two years of
service, Terry K. Danahy was credited with two years of service and Richard F.
Hamm, Jr. was credited with four years of service for purposes of the plans.

Prior to the Offerings, Ms. Marram and Mr. Stofko participated in JES
pension plans. As of the completion of the Offerings, they will be added to the
Company's pension plans and will be credited with five and three years of
service, respectively.

Prior to completion of the Offerings the Company intends to adopt a Benefit
Equalization Plan ("BEP") for the benefit of certain executives which will
provide for payments on an unfunded basis with respect to awards payable under
the MIP (as defined below) and amounts payable under pension plans in excess of
the statutory limitations. The BEP will also grant to participants credit for
one year of additional service (up to a maximum of 15 years) for each year of
actual service, up to a combined aggregate of 35 years of service, provided that
such employees have attained age 65 and have accumulated at least ten years of
service for purposes of pension plans.

STOCK INCENTIVE PLAN

Prior to completion of the Offerings, the Company intends to adopt the 1998
Stock Incentive Plan (the "SIP"), the purpose of which is to provide selected
employees and directors of the Company an opportunity to benefit from the
appreciation in the value of the Common Stock, thus providing an increased
incentive for such persons to contribute to the future success and prosperity of
the Company, enhancing the value of the Common Stock for the benefit of the
shareholders and increasing the ability of the Company to attract and retain
individuals of exceptional skill.

Awards to be granted under the SIP may be options ("Options"), which may be
incentive stock options ("ISOs") or non-ISOs; stock appreciation rights
("SARs"); or other awards ("Other Share-Based Awards") that are valued in whole
or in part by reference to, or otherwise based on, the fair market value of
Common Stock. SARs or Other Share-Based Awards may be paid in Common Stock, cash
or a combination thereof. The SIP will be administered by a committee of the
Board consisting of at least two persons, all of whom shall be "non-employee
directors" within the meaning of the Exchange Act, and at least two of whom
shall be "outside directors" as defined in Section 162 of the Internal Revenue
Code of 1986, as amended (the "Code") and the regulations promulgated
thereunder.

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<PAGE> 55

An aggregate of 13,000,000 shares of Common Stock will be reserved for
issuance under the SIP. Options to purchase up to 7,000,000 shares of Common
Stock will be granted to employees of the Company in connection with the
Offerings at the initial public offering price.

MANAGEMENT INCENTIVE PLAN

Prior to completion of the Offerings, the Company intends to adopt a
Management Incentive Plan ("MIP"), the purpose of which will be to provide
selected employees with additional incentives to contribute to the future
success of the Company. The Company will establish target awards pursuant to the
MIP based upon the Company or the applicable operating unit achieving prescribed
business performance objectives.

EXECUTIVE CONTINUED DEFERRAL AGREEMENTS

The Company intends to enter into agreements with certain executives who
previously elected to defer receipt of all or part of bonus awards earned under
JES plans. The agreements will provide a one-time opportunity for such
executives to elect to rescind their current deferral elections and enter into a
revised deferral election with different payment terms.

SEVERANCE PLANS

The Company maintains a severance pay plan (the "Severance Pay Plan") for
certain non-union U.S. employees of the Company and certain of its U.S.
subsidiaries. The Named Executive Officers are entitled to receive benefits
under the Severance Pay Plan only if their employment is terminated due to a
permanent and complete closing of a location, a job elimination, or a failure to
consistently perform at a level that meets minimum acceptable requirements and
the Named Executive Officer provides the Company with a general release of all
claims. The Severance Pay Plan provides benefits to eligible employees equal to
a certain portion of their annual rate of base salary for each year of service,
subject to a maximum amount plus the continuation of certain welfare benefits.
The maximum period of time over which benefits may be provided under the
Severance Pay Plan is 24 months.

For a select group of key management employees, the Company has established
another severance pay plan to focus this key group of management on the needs of
the business. In the event of a change of control (as defined in such plan), if
the employee is involuntarily terminated or must relocate in order to maintain
employment, subject to covenants of confidentiality, non-competition and
non-solicitation, the employee is entitled to certain severance benefits of up
to two years of base salary and bonus and the continuation of certain employee
benefits. These benefits are reduced by any other Company severance related
benefits.

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<PAGE> 56

OWNERSHIP OF COMMON STOCK

The following table sets forth information as of , 1998 and
immediately following the closing of the Offerings with respect to the shares of
Common Stock of the Company beneficially owned by (i) each person who, to the
knowledge of management, owned beneficially more than 5% of the outstanding
shares of Common Stock of the Company, (ii) each director, person about to
become a director and Named Executive Officer and (iii) all directors, persons
about to become directors and executive officers as a group. Each stockholder
listed below has informed the Company that such stockholder has sole voting and
investment power and sole record and beneficial ownership with respect to such
stockholder's shares of Common Stock.

<TABLE>
<CAPTION>
COMMON STOCK COMMON STOCK
OWNED BEFORE THE OWNED AFTER THE
OFFERINGS(1) OFFERINGS(1)(2)
---------------------- --------------------
NAME AND ADDRESS OF OWNER NUMBER PERCENT NUMBER PERCENT
- ------------------------- ------ ------- ------ -------
<S> <C> <C> <C> <C>
Seagram Enterprises, Inc. .................... 130,914,826 100% 6,414,826 4.9%
c/o The Corporation Trust Company
1209 Orange Street
Wilmington, DE 19801
Ellen R. Marram(3)............................ -- -- *
Donald S. Perkins............................. -- -- *
James E. Preston.............................. -- -- *
Henry B. Schacht.............................. -- -- *
Gary M. Rodkin(3)............................. -- -- *
John T. Stofko(3)............................. -- -- *
Terry K. Danahy(3)............................ -- -- *
Richard F. Hamm, Jr.(3)....................... -- -- *
All directors and Named Executive Officers as
a group (8 persons)......................... -- --
</TABLE>

- ---------------
* Less than 1%.

(1) Beneficial ownership is determined in accordance with the rules of the
Commission. In computing the number of shares beneficially owned by a person
and the percentage ownership of that person, shares of Common Stock subject
to options held by that person that are currently exercisable or exercisable
within 60 days of the date of this Prospectus are deemed outstanding. Such
shares, however, are not deemed outstanding for the purposes of computing
the percentage ownership of any other person.

(2) Assumes no exercise of the over-allotment options.

(3) The address for each of the Named Executive Officers is 1001 13th Avenue
East, Bradenton, Florida 34208.

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<PAGE> 57

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

GENERAL

The Boards of Directors of the Selling Stockholder and Seagram have
determined to sell 95.1% of the Selling Stockholder's interest in the Company.
Commencing in June, 1998, Seagram, together with its subsidiaries and
affiliates, began transferring to the Company all shares of subsidiaries and
other assets and liabilities of Seagram's juice business that had not previously
been owned by the Company (the "Reorganization"). The Company believes that the
Reorganization will be substantially completed by the Closing of the Offerings.
Certain assets relating to the business of the Company which, in the aggregate,
are not material to the Company's business may continue to be held by Seagram or
its affiliates at the completion of the Offerings, pending receipt of consents
or approvals or satisfaction of other applicable requirements necessary for the
transfer of such assets.

Seagram and the Company will enter into a Separation Agreement (the
"Separation Agreement") which will provide for the transition of the Company
from an indirect wholly-owned subsidiary of Seagram to an independent company
and will govern the ongoing relationships between the Company and Seagram after
the Offerings. The Separation Agreement will be effective upon the closing of
the Offerings (the "Closing"). At the Closing, Seagram and the Company will also
enter into certain other agreements and arrangements described below, and
subleases of certain office space from subsidiaries of Seagram described under
"Business -- Properties." The Separation Agreement and the other agreements have
not been negotiated on an arm's length basis.

SEPARATION AGREEMENT

The Separation Agreement will provide for assumptions of liabilities and
cross-indemnities designed to place financial responsibility for the liabilities
of the business of the Company with the Company, and financial responsibility
for the liabilities of the businesses retained by Seagram with Seagram, in each
case whether such liabilities arose prior to or after the Closing, subject to
certain exceptions. The liabilities assumed by the Company pursuant to the
Separation Agreement will include liability for litigation and liability for
properties owned or leased by the Company (including environmental liability
with respect to such properties).

The Separation Agreement will also provide for the Company to employ, and
assume liabilities with respect to, certain employees (the "Transferred
Employees") currently employed by affiliates of Seagram, including Ellen R.
Marram, who are engaged in the operation of the Company's businesses. It will
further provide for (i) a split of the assets of the Retirement Savings And
Investment Plan for Employees of Joseph E. Seagram & Sons, Inc. and Affiliates,
which currently covers employees of both Seagram and the Company, and the
transfer of those assets to a new defined contribution plan of the Company and
(ii) a transfer of assets and liabilities from the Pension Plan for the
Employees of Joseph E. Seagram & Sons, Inc. and Subsidiaries to the appropriate
pension plan of the Company in respect of Transferred Employees.

TAX ALLOCATION AND PROCEDURES AGREEMENT

Seagram and the Company will enter into a Tax Allocation and Procedures
Agreement (the "Tax Procedures Agreement") providing for the apportionment
(between Seagram and its affiliates on the one hand and the Company and its
affiliates on the other) of responsibilities for taxes and tax-related matters
including (i) the allocation and payment of taxes in respect of periods ending
before, on or after the Closing, (ii) the cooperation of Seagram and the Company
in realizing and sharing certain tax benefits and fulfilling tax-related
responsibilities and (iii) the allocation of responsibility for the filing of
tax returns and of rights to control the conduct of tax audits, refund claims
and other proceedings.

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<PAGE> 58

TRANSITION SERVICES AGREEMENT

Seagram and the Company will enter into a Transition Services Agreement
(the "Transition Services Agreement") pursuant to which Seagram will provide the
Company with certain administrative services, other than those services covered
by the Tax Procedures Agreement, on a transitional basis. The services to be
provided by Seagram will include management information services, payroll and
human resources services.

The services to be provided under the Transition Services Agreement and the
charges therefor will be as set forth in the agreement.

OTHER ARRANGEMENTS

During a series of transactions in 1996 and 1997, the Company entered into
leases for 110 refrigerated box cars with a German affiliate of Seagram, which
leases have terms of 13.5 years. Upon the closing of each lease, the Company
acquired the rent receivables of the German lessor which aggregated $10.3
million.

Prior to completion of the Offerings, the Company and Seagram or certain of
their respective affiliates will enter into a trademark license and technical
assistance agreement pursuant to which the Company will agree to grant Seagram a
license to use the Tropicana name in connection with citrus technology centers
to be constructed by or on behalf of Seagram in Chungqing, China and Punjab,
India. The Company and Seagram or certain of their respective affiliates will
also enter into a joint venture which will construct and operate the citrus
technology center in Punjab, India.

DESCRIPTION OF CAPITAL STOCK

AUTHORIZED CAPITAL STOCK

Immediately after the Offerings, the Company's authorized capital stock
will consist of 100,000,000 shares of preferred stock, par value $.01 per share
(the "Preferred Stock"), and 400,000,000 shares of Common Stock. Immediately
following the Offerings, 130,914,826 shares of Common Stock (136,950,000 shares
if the Underwriters exercise their over-allotment options in full) will be
outstanding. All of the shares of Common Stock that will be outstanding
immediately following the Offerings, including the shares of Common Stock sold
in the Offerings, will be validly issued, fully paid and nonassessable.

COMMON STOCK

The holders of Common Stock will be entitled to one vote for each share on
all matters voted on by stockholders, including elections of directors, and
except as otherwise required by law or provided in any resolution adopted by the
Board with respect to any series of Preferred Stock, the holders of such shares
of Common Stock will possess all voting power. The Certificate does not provide
for cumulative voting in the election of directors. Subject to any preferential
rights of any outstanding series of Preferred Stock created by the Board from
time to time, the holders of Common Stock will be entitled to such dividends as
may be declared from time to time by the Board from funds available therefor,
and upon liquidation will be entitled to receive pro rata all assets of the
Company available for distribution to such holders.

PREFERRED STOCK

The Certificate authorizes the Board to establish one or more series of
Preferred Stock and to determine, with respect to any series of Preferred Stock,
the terms and rights of such series, including (i) the designation of the
series, (ii) the number of shares of the series, which number the Board may
thereafter (except where otherwise provided in the applicable certificate of
designation) increase or decrease (but not below the number of shares thereof
then outstanding), (iii) whether
54
<PAGE> 59

dividends, if any, will be cumulative or noncumulative, and, in the case of
shares of any series having cumulative dividend rights, the date or dates or
method of determining the date or dates from which dividends on the shares of
such series shall be cumulative, (iv) the rate of any dividends (or method of
determining such dividends) payable to the holders of the shares of such series,
any conditions upon which such dividends will be paid and the date or dates or
the method for determining the date or dates upon which such dividends will be
payable, (v) the redemption rights and price or prices, if any, for shares of
the series, (vi) the terms and amounts of any sinking fund provided for the
purchase or redemption of shares of the series, (vii) the amounts payable on and
the preferences, if any, of shares of the series in the event of any voluntary
or involuntary liquidation, dissolution or winding up of the affairs of the
Company, (viii) whether the shares of the series will be convertible or
exchangeable into shares of any other class or series, or any other security, of
the Company or any other corporation, and, if so, the specification of such
other class or series or such other security, the conversion or exchange price
or prices or rate or rates, any adjustments thereof, the date or dates as of
which such shares will be convertible or exchangeable and all other terms and
conditions upon which such conversion or exchange may be made, (ix) restrictions
on the issuance of shares of the same series or of any other class or series,
(x) the voting rights, if any, of the holders of the shares of the series, and
(xi) any other relative rights, preferences and limitations of such series.

The Company believes that the ability of the Board to issue one or more
series of Preferred Stock will provide the Company with flexibility in
structuring possible future financings and acquisitions, and in meeting other
corporate needs which might arise. The authorized shares of Preferred Stock, as
well as shares of Common Stock, will be available for issuance without further
action by the Company's stockholders, unless such action is required by
applicable law or the rules of any stock exchange or automated quotation system
on which the Company's securities may be listed or traded. The NYSE currently
requires stockholder approval as a prerequisite to listing shares in several
instances, including where the present or potential issuance of shares could
result in an increase in the number of shares of outstanding common stock, or in
the amount of outstanding voting securities, by at least 20%. If the approval of
the Company's stockholders is not required for the issuance of shares of
Preferred Stock or Common Stock, the Board may determine not to seek stockholder
approval.

Although the Board has no intention at the present time of doing so, it
could issue a series of Preferred Stock that could, depending on the terms of
such series, impede the completion of a merger, tender offer or other takeover
attempt. The Board will make any determination to issue such shares based on its
judgment as to the best interests of the Company and its stockholders. The
Board, in so acting, could issue Preferred Stock having terms that could
discourage as acquisition attempt through which an acquirer may be able to
change the composition of the Board, including a tender offer or other
transaction that some, or a majority, of the Company's stockholders might
believe to be in their best interests or in which stockholders might receive a
premium for their stock over the then current market price of such stock.

As of the Closing Date, 1,309,149 Junior Preferred Shares (as defined
herein) will be reserved for issuance upon exercise of the Rights. See
"-- Rights Plan."

ANTITAKEOVER EFFECTS OF CERTAIN PROVISIONS OF THE CERTIFICATE AND BY-LAWS

BOARD OF DIRECTORS

The Certificate provides that except as otherwise fixed by or pursuant to
the provisions of a Certificate of Designations setting forth the rights of the
holders of any class or series of Preferred Stock, the number of the directors
of the Company will be fixed from time to time exclusively pursuant to a
resolution adopted by a majority of the total number of directors which the
Company would have if there were no vacancies (the "Whole Board") (but shall not
be less than three nor more than fifteen). The directors, other than those who
may be elected by the holders of Preferred

55
<PAGE> 60

Stock, will be classified, with respect to the time for which they severally
hold office, into three classes, as nearly equal in numbers as possible, one
class to be originally elected for a term expiring at the annual meeting of
stockholders to be held in 1999, another class to be originally elected for a
term expiring at the annual meeting of stockholders to be held in 2000 and
another class to be originally elected for a term expiring at the annual meeting
of stockholders to be held in 2001, with each director to hold office until such
person's successor is duly elected and qualified. Commencing with the 1999
annual meeting of stockholders, directors elected to succeed directors whose
terms then expire will be elected for a term of office to expire at the third
succeeding annual meeting of stockholders after their election, with each
director to hold office until such person's successor is duly elected and
qualified.

The Certificate provides that except as otherwise provided for or fixed by
or pursuant to a Certificate of Designations setting forth the rights of the
holders of any class or series of Preferred Stock, newly created directorships
resulting from any increase in the number of directors and any vacancies on the
Board resulting from death, resignation, disqualification, removal or other
cause will be filled by the affirmative vote of a majority of the remaining
directors then in office, even though less than a quorum of the Board, and not
by the stockholders. Any director elected in accordance with the preceding
sentence will hold office for the remainder of the full term of the class of
directors in which the new directorship was created or the vacancy occurred and
until such director's successor shall have been duly elected and qualified. No
decrease in the number of directors constituting the Board will shorten the term
of any incumbent director. Subject to the rights of holders of Preferred Stock,
any director may be removed from office only for cause by the affirmative vote
of the holders of at least 80% of the voting power of all voting stock then
outstanding, voting together as a single class.

These provisions would preclude a third party from removing incumbent
directors and simultaneously gaining control of the Board by filling the
vacancies created by removal with its own nominees. Under the classified board
provisions described above, it would take at least two elections of directors
for any individual or group to gain control of the Board. Accordingly, these
provisions could discourage a third party from initiating a proxy contest,
making a tender offer or otherwise attempting to gain control of the Company.

NO STOCKHOLDER ACTION BY WRITTEN CONSENT; SPECIAL MEETINGS

The Certificate and By-Laws provide that any action required or permitted
to be taken by the stockholders of the Company must be effected at a duly called
annual or special meeting of such holders and may not be effected by any consent
in writing by such holders. Except as otherwise required by law and subject to
the rights of the holders of any Preferred Stock, special meetings of
stockholders of the Company for any purpose or purposes may be called only by
the Board pursuant to a resolution stating the purpose or purposes thereof
approved by a majority of the Whole Board or by the Chairman of the Board and
any power of stockholders to call a special meeting is specifically denied. No
business other than that stated in the notice shall be transacted at any special
meeting. These provisions may have the effect of delaying consideration of a
stockholder proposal until the next annual meeting unless a special meeting is
called by the Board or the Chairman of the Board.

ADVANCE NOTICE PROCEDURES

The By-Laws establish an advance notice procedure for stockholders to make
nominations of candidates for election as directors or to bring other business
before an annual meeting of stockholders of the Company (the "Stockholder Notice
Procedure"). The Stockholder Notice Procedure provides that only persons who are
nominated by, or at the direction of, the Chairman of the Board, or by a
stockholder who has given timely written notice to the Secretary of the Company
prior to the meeting at which directors are to be elected, will be eligible for
election as directors of the Company. The Stockholder Notice Procedure also
provides that at an annual meeting only such
56
<PAGE> 61

business may be conducted as has been brought before the meeting by, or at the
direction of, the Chairman of the Board or the Board, or by a stockholder who
has given timely written notice to the Secretary of the Company of such
stockholder's intention to bring such business before such meeting. Under the
Stockholder Notice Procedure, for notice of stockholder nominations to be made
at an annual meeting to be timely, such notice must be received by the Company
not later than the close of business on the 90th calendar day nor earlier than
the close of business on the 120th calendar day prior to the first anniversary
of the preceding year's annual meeting (except that, in the event that the date
of the annual meeting is more than 30 calendar days before or more than 60
calendar days after such anniversary date, notice by the stockholder to be
timely must be so delivered not earlier than the close of business on the 120th
calendar day prior to such annual meeting and not later than the close of
business on the later of the 90th calendar day prior to such annual meeting or
the 10th calendar day following the day on which public announcement of a
meeting date is first made by the Company).

Notwithstanding the foregoing, in the event that the number of directors to
be elected to the Board is increased and there is no public announcement by the
Company naming all of the nominees for director or specifying the size of the
increased Board of Directors, at least 100 calendar days prior to the first
anniversary of the preceding year's annual meeting, a stockholder's notice also
will be considered timely, but only with respect to nominees for any new
positions created by such increase, if it shall be delivered not later than the
close of business on the 10th calendar day following the day on which such
public announcement is first made by the Company. Under the Stockholder Notice
Procedure, for notice of a stockholder nomination to be made at a special
meeting at which directors are to be elected to be timely, such notice must be
received by the Company not earlier than the close of business on the 120th
calendar day prior to such special meeting and not later than the close of
business on the later of the 90th calendar day prior to such special meeting or
the 10th calendar day following the day on which public announcement is first
made of the date of the special meeting and of the nominees proposed by the
Board of Directors to be elected at such meeting.

In addition, under the Stockholder Notice Procedure, a stockholder's notice
to the Company proposing to nominate a person for election as a director or
relating to the conduct of business other than the nomination of directors must
contain certain specified information. If the chairman of a meeting determines
that an individual was not nominated, or other business was not brought before
the meeting, in accordance with the Stockholder Notice Procedure, such
individual will not be eligible for election as a director, or such business
will not be conducted at such meeting, as the case may be.

AMENDMENT

The Certificate provides that the affirmative vote of the holders of at
least 80% of the voting stock is required to amend provisions of the Certificate
relating to stockholder action without a meeting; the calling of special
meetings; the number, election and term of the Company's directors; the filling
of vacancies; and the removal of directors. The Certificate further provides
that the related By-Laws described above (including the Stockholder Notice
Procedure) may be amended only by the Board or by the affirmative vote of the
holders of at least 80% of the voting power of the outstanding shares of Voting
Stock, voting together as a single class.

RIGHTS PLAN

The Board currently expects to adopt a Share Purchase Rights Plan (the
"Rights Plan") on or prior to the Closing Date. Pursuant to the Rights Plan, the
Board will cause to be issued one preferred share purchase right (a "Right") for
each outstanding share of Common Stock. Each Right will entitle the registered
holder to purchase from the Company one one-hundredth of a share of a new series
of junior preferred stock, par value $.01 per share (the "Junior Preferred
Shares"), of the Company at a price of $ per share (the "Purchase Price"),
subject to adjustment. The
57
<PAGE> 62

description and terms of the Rights will be set forth in a Rights Agreement (the
"Rights Agreement"), between the Company and the designated Rights Agent (the
"Rights Agent"). The description set forth below is intended as a summary only
and is qualified in its entirety by reference to the form of the Rights
Agreement, which will be filed as an exhibit to the Registration Statement. See
"Available Information."

Until the earlier to occur of (i) 10 days following a public announcement
that a person or group of affiliated or associated persons (an "Acquiring
Person") have acquired beneficial ownership of 10% or more of the outstanding
shares of Common Stock or (ii) 10 business days (or such later date as may be
determined by action of the Board prior to such time as any person becomes an
Acquiring Person) following the commencement of, or announcement of an intention
to make, a tender offer or exchange offer the consummation of which would result
in the beneficial ownership by a person or group of 10% or more of such
outstanding shares of Common Stock (the earlier of such dates being called the
"Rights Distribution Date"), the Rights will be evidenced by the certificates
representing the Common Stock.

The Rights Agreement will provide that, until the Rights Distribution Date
(or earlier redemption or expiration of the Rights), the Rights will be
transferred with and only with the Common Stock. Until the Rights Distribution
Date (or earlier redemption or expiration of the Rights), the Common Stock
certificates will contain a notation incorporating the Rights Agreement by
reference. As soon as practicable following the Rights Distribution Date,
separate certificates evidencing the Rights (the "Right Certificates") will be
mailed to holders of record of the Common Stock as of the close of business on
the Rights Distribution Date and such separate Right Certificates alone will
evidence the Rights.

The Rights will not be exercisable until the Rights Distribution Date. The
Rights will expire on the 10th anniversary of the date of issuance (the "Final
Expiration Date"), unless the Final Expiration Date is extended or unless the
Rights are earlier redeemed or exchanged by the Company, in each case, as
summarized below.

In the event that any person or group of affiliated or associated persons
become an Acquiring Person, proper provision shall be made so that each holder
of a Right, other than Rights beneficially owned by the Acquiring Person (which
will thereafter be void), will thereafter have the right to receive upon
exercise that number of shares of Common Stock having a market value of two
times the exercise price of the Right. In the event that the Company is acquired
in a merger or other business combination transaction or 50% or more of its
consolidated assets or earning power are sold after a person or group of
affiliated or associated persons becomes an Acquiring Person, proper provision
will be made so that each holder of a Right will thereafter have the right to
receive, upon the exercise thereof at the then-current exercise price of the
Right, that number of shares of common stock of the acquiring company which at
the time of such transaction will have a market value of two times the exercise
price of the Right.

At any time after the acquisition by a person or group of affiliated or
associated persons of beneficial ownership of 10% or more of the then
outstanding Common Stock and prior to the acquisition by such person or group of
50% or more of the outstanding Common Stock, the Board may exchange the Rights
(other than Rights owned by such person or group which have become void), in
whole or in part, at an exchange ratio of one share of Common Stock, or one one-
hundredth of a Junior Preferred Share, per Right (subject to adjustment).

At any time prior to the acquisition by a person or group of affiliated or
associated persons of beneficial ownership of 10% or more of the then
outstanding Common Stock, the Board may redeem the Rights in whole, but not in
part, at a price of $.01 per Right (the "Redemption Price"). The redemption of
the Rights may be made effective at such time on such basis and with such
conditions as the Board, in its sole discretion, may establish. Immediately upon
any redemption of the Rights, the right to exercise the Rights will terminate
and the only right of the holders of the Rights will be eligible to receive the
Redemption Price.
58
<PAGE> 63

The terms of the Rights may be amended by the Board without the consent of
the holders of the Rights; provided, however, that from and after such time as
any person or group of affiliated or associated persons becomes an Acquiring
Person, no such amendment may adversely affect the interests of the holders of
the Rights. Until a Right is exercised, the holder thereof, as such, will have
no rights as a stockholder of the Company, including, without limitation, the
right to vote or to receive dividends.

The number of outstanding Rights and the number of one one-hundredths of a
Junior Preferred Share issuable upon exercise of each right also will be subject
to adjustment in the event of a stock split of the Common Stock or a stock
dividend on the Common Stock payable in Common Stock or subdivisions,
consolidations or combinations of the Common Stock occurring, in any such case,
prior to the Rights Distribution Date. The Purchase Price payable, and the
number of Junior Preferred Shares or other securities or property issuable, upon
exercise of the Rights will be subject to adjustment from time to time to
prevent dilution (i) in the event of a stock dividend on, or a subdivision,
combination or reclassification of, the Junior Preferred Shares, (ii) upon the
grant to holders of the Junior Preferred Shares of certain rights or warrants to
subscribe for or purchase Junior Preferred Shares at a price, or securities
convertible into Junior Preferred Shares with a conversion price, less than the
then-current market price of the Junior Preferred Shares or (iii) upon the
distribution to holders of the Junior Preferred Shares of evidences of
indebtedness or assets (excluding regular periodic cash dividends paid out of
earnings or retained earnings or dividends payable in Junior Preferred Shares)
or of subscription rights or warrants (other than those referred to above).

With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least one
percent in such Purchase Price. No fractional Junior Preferred Shares will be
issued (other than fractions which are integral multiples of one one-hundredth
of a Junior Preferred Share, which may, at the election of the Company, be
evidenced by depositary receipts) and in lieu thereof, an adjustment in cash
will be made based on the market price of the Junior Preferred Shares on the
last trading day prior to the date of exercise.

Junior Preferred Shares purchasable upon exercise of the Rights will not be
redeemable. Each Junior Preferred Share will be entitled to a minimum
preferential quarterly dividend payment equal to the greater of (a) $1.00 per
share and (b) 100 times the dividend declared per share of Common Stock. In the
event of liquidation, the holders of the Junior Preferred Shares will be
entitled to a minimum preferential liquidation payment equal to the greater of
(a) $100 per share and (b) 100 times the payment made per share of Common Stock.
Each Junior Preferred Share will have 100 votes voting together with the Common
Stock. Finally, in the event of any merger, consolidation or other transaction
in which shares of Common Stock are exchanged, each Junior Preferred Share will
be entitled to receive 100 times the amount received per share Common Stock.
These rights are protected by customary anti-dilution provisions.

Due to the nature of the Junior Preferred Share dividend, liquidation and
voting rights, the value of the one one-hundredth interest in a Junior Preferred
Share purchasable upon exercise of each Right should approximate the value of
one share of Common Stock.

The Rights have certain antitakeover effects. The Rights will cause
substantial dilution to a person or group of persons that attempts to acquire
the Company on terms not approved by the Board. The Rights should not interfere
with any merger or other business combination approved by the Board prior to the
time that a person or group has acquired beneficial ownership of 10% percent or
more of the Common Stock since the Rights may be redeemed by the Company at the
Redemption Price until such time.

DELAWARE BUSINESS COMBINATION STATUTE

Section 203 of the DGCL provides that, subject to certain exceptions
specified therein, an "interested stockholder" of a Delaware corporation shall
not engage in any business combination,
59
<PAGE> 64

including mergers or consolidations or acquisitions of additional shares of the
corporation, with the corporation for a three-year period following the date
that such stockholder becomes an interested stockholder unless (i) prior to such
date, the board of directors of the corporation approved either the business
combination or the transaction which resulted in the stockholder becoming an
interested stockholder, (ii) upon consummation of the transaction which resulted
in the stockholder becoming an "interested stockholder," the interested
stockholder owned at least 85% of the voting stock of the corporation
outstanding at the time the transaction commenced (excluding certain shares), or
(iii) on or subsequent to such date, the business combination is approved by the
board of directors of the corporation and authorized at an annual or special
meeting of stockholders by the affirmative vote of at least 66 2/3% of the
outstanding voting stock which is not owned by the interested stockholder.
Except as otherwise specified in Section 203, an interested stockholder is
defined to include (x) any person that is the owner of 15% or more of the
outstanding voting stock of the corporation, or is an affiliate or associate of
the corporation and was the owner of 15% or more of the outstanding voting stock
of the corporation at any time within three years immediately prior to the date
of determination and (y) the affiliates and associates of any such person.

Under certain circumstances, Section 203 makes it more difficult for a
person who would be an interested stockholder to effect various business
combinations with a corporation for a three-year period. The Company has not
elected to be exempt from the restrictions imposed under Section 203. The
provisions of Section 203 may encourage persons interested in acquiring the
Company to negotiate in advance with the Board, since the stockholder approval
requirement would be avoided if a majority of the directors then in office
approves either the business combination or the transaction which results in any
such person becoming an interested shareholder. Such provisions also may have
the effect of preventing changes in the management of the Company. It is
possible that such provisions could make it more difficult to accomplish
transactions which the Company's stockholders may otherwise deem to be in their
best interests.

LIABILITY OF DIRECTORS, INDEMNIFICATION

The Certificate and By-Laws limit the liability of directors to the maximum
extent permitted by the DGCL. The DGCL currently permits corporations to provide
in their certificates of incorporation that directors of the corporation will
not be personally liable for damages for breach of their fiduciary duty as
directors or officers, except for liability (i) for any breach of the director's
or officers' duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL, which concerns
unlawful payments of dividends and unlawful stock purchases or redemptions, or
(iv) for any transaction from which the director or officer derived an improper
personal benefit. Neither the amendment nor repeal of such provisions will
eliminate or reduce the effect of such provisions in respect of any matter
occurring, or any cause of action, suit or claim that, but for such provisions,
would accrue or arise prior to such amendment or repeal.

While the DGCL provides directors with protection from awards for monetary
damages for breaches of their duty of care, it does not eliminate such duty.
Accordingly, the Certificate will have no effect on the availability of
equitable remedies such as an injunction or rescission based on a director's
breach of his or her duty of care.

The Certificate provides that each person who was or is made a party or is
threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that such person, or a person of whom such person is the legal
representative, is or was a director or officer of the Company or is or was
serving at the request of the Company as a director, officer, employee or agent
of another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans, whether
the basis of such proceeding is alleged action in an official capacity as a
director, officer, employee or agent or in any other capacity while serving as a
director, officer, employee or agent, will be indemnified and held harmless by
the Company to the fullest extent
60
<PAGE> 65

authorized by the DGCL, as the same exists or may hereafter be amended (but, in
the case of any such amendment, only to the extent that such amendment permits
the Company to provide broader indemnification rights than said law permitted
the Company to provide prior to such amendment), against all expense, liability
and loss reasonably incurred or suffered by such person in connection therewith.
Such right to indemnification includes the right to have the Company pay the
expenses incurred in defending any such proceeding in advance of its final
disposition, subject to the provisions of the DGCL. Such rights are not
exclusive of any other right which any person may have or thereafter acquire
under any statute, provision of the Certificate, By-Law, agreement, vote of
stockholders or disinterested directors or otherwise. No repeal or modification
of such provision will in any way diminish or adversely affect the rights of any
director, officer, employee or agent of the Company thereunder in respect of any
occurrence or matter arising prior to any such repeal or modification. The
Certificate also specifically authorizes the Company to maintain insurance and
to grant similar indemnification rights in employees or agents of the Company.

TRANSFER AGENT AND REGISTRAR

Harris Trust Company of New York will be the transfer agent and registrar
for the Common Stock.

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of the Offerings, assuming no exercise of the Underwriters'
over-allotment options, the Company will have outstanding 130,914,826 shares of
Common Stock. Of these shares, 124,500,000 shares of Common Stock being sold in
the Offerings (136,950,000 shares if the Underwriters' over-allotment options
are exercised in full) will be freely tradeable (other than by an "affiliate" of
the Company as such term is defined in the Securities Act) without restriction
under the Securities Act. In addition, if the Underwriters' over-allotment
options are not exercised, the Selling Stockholder will own 6,414,826 shares or
approximately 4.9% of the Company's Common Stock. The Selling Stockholder will
be free to sell these shares at any time after 90 days from the closing of the
Offerings.

An aggregate of 13,000,000 shares of Common Stock are reserved for issuance
pursuant to stock awards granted under the SIP. Options to purchase up to
7,000,000 shares of Common Stock will be granted under the SIP in connection
with the Offerings at the initial public offering price. See
"Management -- Stock Incentive Plan." The Company intends to file a registration
statement under the Securities Act to register all of the Common Stock reserved
for issuance under the SIP. Such registration statement is expected to be filed
as soon as practicable after the date of the Offering and will automatically
become effective upon filing. Common Stock issued under the SIP after the
registration statement is filed may thereafter be sold in the open market,
subject, in the case of various holders, to the Rule 144 volume limitation
applicable to affiliates and any transfer restrictions imposed on the date of
the grant.

The Selling Stockholder, the directors and executive officers of the
Company and the Company have agreed that, during the period beginning from the
date of this Prospectus and continuing to and including the date 90 days after
the date of the Prospectus, they will not offer, sell, contract to sell or
otherwise dispose of any shares of Common Stock or any securities of the Company
(other than pursuant to employee stock option plans as in effect on, or on the
conversion or exchange of convertible or exchangeable securities outstanding, on
the date of this Prospectus) which are substantially similar to the shares of
the Common Stock or which are convertible into or exchangeable for shares of
Common Stock or any securities which are substantially similar to the shares of
the Common Stock without the prior written consent of the representatives of the
Underwriters.

Prior to the Offerings, there has been no public market for the Common
Stock. No predictions can be made of the effect, if any, that future sales of
shares of Common Stock or the availability of shares of Common Stock for future
sale will have on the market price prevailing from time to time.
61
<PAGE> 66

Sales of substantial numbers of Common Stock in the public market or the
perception that such sales will occur could adversely affect the market price of
the Common Stock. See "Risk Factors -- Potential Adverse Effect on the Public
Market of Shares Eligible for Future Sale."

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

The following is a general discussion of certain United States federal
income and estate tax consequences of the purchase, ownership and disposition of
Common Stock by a Non-U.S. Holder. As used herein the term "Non-U.S. Holder"
means any person or entity that is not a United States Holder ("U.S. Holder"). A
U.S. Holder is any beneficial owner of Common Stock that is (i) a citizen or
resident of the United States, (ii) a corporation or partnership created or
organized in or under the laws of the United States or any political subdivision
thereof, (iii) an estate the income of which is subject to U.S. federal income
taxation regardless of its source or (iv) a trust which is subject to the
supervision of a court within the United States and the control of a United
Stated person as described in section 7701(a)(30) of the Code. 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 Non-U.S. Holders in light of their personal circumstances.
Furthermore, this discussion is based on provisions of the Code, existing and
proposed regulations promulgated thereunder and administrative and judicial
interpretations thereof, as of the date hereof, all of which are subject to
change. EACH PROSPECTIVE PURCHASER OF COMMON STOCK IS ADVISED TO CONSULT A TAX
ADVISOR WITH RESPECT TO CURRENT AND POSSIBLE FUTURE TAX CONSEQUENCES OF
ACQUIRING, HOLDING AND DISPOSING OF 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

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 and, generally, where a tax
treaty applies, are attributable to a United States permanent establishment of
the Non-U.S. Holder, are not subject to the withholding tax, but instead are
subject to United States federal income tax on a net income basis at applicable
graduated individual or corporate rates. Certain certification and disclosure
requirements must be complied with in order to be exempt from withholding under
such effectively connected income exemption. Any such effectively connected
dividends received by a foreign corporation may, under certain 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 outside the United States
are presumed to be paid to a resident of such country (unless the payer 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 recently
finalized United States Treasury regulations (the "Final Regulations"), 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) for dividends
paid after December 31, 1999, will be required to satisfy applicable
certification and other requirements.

A Non-U.S. Holder of Common Stock eligible for a reduced rate of United
States withholding tax pursuant to an income tax treaty may obtain a refund of
any excess amounts withheld by filing an appropriate claim for refund with the
Internal Revenue Service (the "IRS").

GAIN ON DISPOSITION OF COMMON STOCK

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
Common Stock unless (i) the gain is effectively
62
<PAGE> 67

connected with a trade or business of the Non-U.S. Holder in the United States,
and, generally, where a tax treaty applies, is attributable to a United States
permanent establishment of the Non-U.S. Holder; (ii) in the case of a Non-U.S.
Holder who is an individual and holds the Common Stock as a capital asset, such
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; or (iii)
the Company is or has been a "U.S. real property holding corporation" for United
States federal income tax purposes and the Non-U.S. Holder holds, directly or
indirectly, more than 5% of the Common Stock at any time during the five year
period ending on the date of the disposition.

An individual Non-U.S. Holder described in clause (i) above will be subject
to tax 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 (ii) above will be subject to a flat 30% tax on the gain derived from the
sale, which may be offset by United States source capital losses (even though
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 (i) above, it will be
subject to tax 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
Code for the taxable year, as adjusted for certain items, unless it qualifies
for a lower rate under an applicable income tax treaty.

The Company is not and does not anticipate becoming a "U.S. real property
holding corporation" for United States federal income tax purposes.

Special rules may apply to certain Non-U.S. Holders, such as "controlled
foreign corporations", "passive foreign investment companies" and "foreign
personal holding companies", that are subject to special treatment under the
Code. Such entities should consult their own tax advisors to determine the U.S.
federal, state, local and other tax consequences that may be relevant to them.

FEDERAL ESTATE TAX

Common Stock held by an individual Non-U.S. Holder at the time of death
will be included in such holder's gross estate for United States federal estate
tax purposes, unless an applicable estate tax treaty provides otherwise.

INFORMATION REPORTING AND BACKUP WITHHOLDING

Under current law, information reporting and backup withholding at the rate
of 31% generally will not apply to dividends paid to a Non-U.S. Holder at an
address outside the United States (unless the payer has knowledge that the payee
is a U.S. person). Under the Final Regulations, however, a Non-U.S. Holder will
be subject to information reporting and back-up withholding unless applicable
certification requirements are met.

Payment of the proceeds of a sale of Common Stock within the United States
or conducted through certain U.S. related financial intermediaries 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 and the payor
does not have actual knowledge that the beneficial owner is a U.S. person or the
holder otherwise establishes an exemption.

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

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<PAGE> 68

VALIDITY OF SHARES

The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Simpson Thacher & Bartlett, New York, New York and for
the Underwriters by Sullivan & Cromwell, New York, New York.

EXPERTS

The Combined Financial Statements of the Company as of December 28, 1997
and December 29, 1996 and for each of the three fiscal years in the period ended
December 28, 1997, included in this Prospectus, have been so included in
reliance on the report of PricewaterhouseCoopers LLP independent accountants,
given on the authority of said firm as experts in auditing and accounting.

64
<PAGE> 69

INDEX TO COMBINED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Report of Independent Accountants........................... F-2
Combined Financial Statements:
Combined Statement of Operations for the years ended
December 24, 1995, December 29, 1996 and December 28,
1997 and the Unaudited Combined Statement of Operations
for the three months ended March 30, 1997 and March 29,
1998................................................... F-3
Combined Balance Sheet as of December 29, 1996 and
December 28, 1997 and the Unaudited Combined Balance
Sheet as of March 29, 1998............................. F-4
Combined Statement of Cash Flows for the years ended
December 24, 1995, December 29, 1996 and December 28,
1997 and the Unaudited Combined Statement of Cash Flows
for the three months ended March 30, 1997 and March 29,
1998................................................... F-5
Combined Statement of Business Equity and Comprehensive
Income (Loss) for the years ended December 24, 1995,
December 29, 1996 and December 28, 1997 and the
Unaudited Combined Statement of Business Equity and
Comprehensive Income (Loss) for the three months ended
March 29, 1998......................................... F-6
Notes to Combined Financial Statements.................... F-7
</TABLE>

F-1
<PAGE> 70

REPORT OF INDEPENDENT ACCOUNTANTS

To the Management and
Shareholder of Tropicana Products, Inc.

In our opinion, the accompanying combined balance sheet and the related combined
statements of operations, cash flows and of business equity and comprehensive
income (loss) present fairly, in all material respects, the financial position
of Tropicana Products, Inc. and combined subsidiaries (the "Business") at
December 28, 1997 and December 29, 1996, and the results of their operations and
their cash flows for each of the three fiscal years in the period ended December
28, 1997, in conformity with generally accepted accounting principles. These
financial statements are the responsibility of the Business' management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards which 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,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.

PricewaterhouseCoopers LLP
New York, New York
June 12, 1998

F-2
<PAGE> 71

TROPICANA PRODUCTS, INC.

COMBINED STATEMENT OF OPERATIONS
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
(UNAUDITED)
YEAR ENDED THREE MONTHS ENDED
------------------------------------------ ---------------------
DECEMBER 24, DECEMBER 29, DECEMBER 28, MARCH 30, MARCH 29,
1995 1996 1997 1997 1998
------------ ------------ ------------ --------- ---------
<S> <C> <C> <C> <C> <C>
Net sales......................... $ 1,663 $ 1,895 $ 1,934 $ 493 $ 505
Cost of goods sold................ 1,212 1,352 1,337 342 360
Selling, general and
administrative expenses......... 374 418 430 115 105
-------- -------- -------- -------- --------
Operating income.................. 77 125 167 36 40
Related party interest expense,
net............................. 83 64 16 8 6
-------- -------- -------- -------- --------
(6) 61 151 28 34
Provision for income taxes........ 17 40 70 13 17
-------- -------- -------- -------- --------
Net income (loss)................. $ (23) $ 21 $ 81 $ 15 $ 17
======== ======== ======== ======== ========
Earnings (loss) per pro forma
share -- Basic.................. $ (0.18) $ 0.16 $ 0.62 $ 0.11 $ 0.13
======== ======== ======== ======== ========
-- Diluted............... $ (0.18) $ 0.16 $ 0.62 $ 0.11 $ 0.13
======== ======== ======== ======== ========
Pro forma weighted average shares
outstanding (thousands)......... 130,915 130,915 130,915 130,915 130,915
-------- -------- -------- -------- --------
Pro forma dilutive potential
shares (thousands).............. -- -- -- -- --
-------- -------- -------- -------- --------
Pro forma adjusted weighted
average shares outstanding
(thousands)..................... 130,915 130,915 130,915 130,915 130,915
======== ======== ======== ======== ========
</TABLE>

The accompanying notes are an integral part of these combined financial
statements.
F-3
<PAGE> 72

TROPICANA PRODUCTS, INC.

COMBINED BALANCE SHEET
(IN MILLIONS)

<TABLE>
<CAPTION>
(UNAUDITED)
----------------------
PRO FORMA
DECEMBER 29, DECEMBER 28, MARCH 29, MARCH 29,
1996 1997 1998 1998
------------ ------------ --------- ---------
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents............... $ 12 $ 15 $ 19 $ 19
Receivable from related parties, net.... 70 186 197 --
Receivables, net of allowance for
doubtful accounts of $5, $6, $6 and
$6................................... 155 147 152 152
Inventories............................. 253 268 316 316
Deferred income taxes................... 2 7 7 7
Prepaid expenses and other current
assets............................... 19 20 21 21
------ ------ ------ ------
Total current assets............ 511 643 712 515
------ ------ ------ ------
Deferred charges and other assets......... 104 115 111 111
Property, plant and equipment, net........ 531 574 579 579
Excess of cost over fair value of assets
acquired, net of accumulated
amortization of $212, $242, $249 and
$249.................................... 886 883 876 876
------ ------ ------ ------
Total assets.................... $2,032 $2,215 $2,278 $2,081
====== ====== ====== ======
LIABILITIES AND BUSINESS EQUITY
Current liabilities:
Short-term borrowings and indebtedness
payable within one year.............. $ 11 $ 35 $ 39 $ 39
Accounts payable........................ 167 151 173 173
Accrued expenses........................ 62 88 96 96
Income and other taxes.................. 6 6 6 6
------ ------ ------ ------
Total current liabilities....... 246 280 314 314
------ ------ ------ ------
Long-term indebtedness.................... -- -- -- 600
Long-term loans from affiliated companies,
net..................................... 707 738 760 --
Deferred income taxes..................... 41 52 52 52
Other liabilities......................... 74 74 69 69
------ ------ ------ ------
Total liabilities............... 1,068 1,144 1,195 1,035
------ ------ ------ ------
Commitments and contingencies
Business equity........................... 964 1,071 1,083 1,046
------ ------ ------ ------
Total liabilities and business
equity........................ $2,032 $2,215 $2,278 $2,081
====== ====== ====== ======
</TABLE>

The accompanying notes are an integral part of these combined financial
statements.
F-4
<PAGE> 73

TROPICANA PRODUCTS, INC.

COMBINED STATEMENT OF CASH FLOWS
(IN MILLIONS)

<TABLE>
<CAPTION>
(UNAUDITED)
THREE MONTHS ENDED
---------------------
DECEMBER 24, DECEMBER 29, DECEMBER 28, MARCH 30, MARCH 29,
1995 1996 1997 1997 1998
------------ ------------ ------------ --------- ---------
<S> <C> <C> <C> <C> <C>
OPERATING ACTIVITIES
Net income (loss)............................ $(23) $ 21 $ 81 $ 15 $17
---- ----- ----- ----- ---
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Depreciation and amortization of assets.... 51 61 70 16 19
Amortization of excess of cost over fair
value of assets acquired................ 27 29 30 8 7
Sundry..................................... (1) 18 4 4 (5)
Changes in assets and liabilities:
Receivable from related parties, net.... 17 (1) (116) 9 (11)
Receivables............................. (22) 2 10 1 (6)
Inventories............................. (26) (8) (13) (62) (47)
Prepaid expenses and other current
assets................................ 4 5 (1) (2) (1)
Accounts payable and accrued expenses... 47 (71) 12 15 30
Deferred income taxes................... 4 18 6 1 --
Other liabilities....................... 18 (20) (2) (2) (6)
---- ----- ----- ----- ---
119 33 -- (12) (20)
---- ----- ----- ----- ---
Net cash provided by (used for) operating
activities................................. 96 54 81 3 (3)
---- ----- ----- ----- ---
INVESTING ACTIVITIES
Purchase of Dole juice business.............. (273) -- -- -- --
Purchase of Copella.......................... -- -- (19) -- --
Capital expenditures......................... (80) (120) (102) (28) (24)
Sundry....................................... (9) (11) (25) (2) 4
---- ----- ----- ----- ---
Net cash used for investing activities....... (362) (131) (146) (30) (20)
---- ----- ----- ----- ---
FINANCING ACTIVITIES
Contribution from affiliates................. 107 341 28 601 1
Increase in short-term borrowings and
indebtedness payable within one year....... -- 9 9 4 4
Long-term loans from (payments to) affiliated
companies.................................. 171 (281) 31 (581) 22
---- ----- ----- ----- ---
Net cash provided by financing activities.... 278 69 68 24 27
---- ----- ----- ----- ---
Net increase (decrease) in cash and cash
equivalents................................ 12 (8) 3 (3) 4
Cash and cash equivalents, beginning of
year....................................... 8 20 12 12 15
---- ----- ----- ----- ---
Cash and cash equivalents, end of year....... $ 20 $ 12 $ 15 $ 9 $19
==== ===== ===== ===== ===
</TABLE>

The accompanying notes are an integral part of these combined financial
statements.
F-5
<PAGE> 74

TROPICANA PRODUCTS, INC.

COMBINED STATEMENT OF BUSINESS EQUITY
AND COMPREHENSIVE INCOME (LOSS)
(IN MILLIONS)

<TABLE>
<CAPTION>
BUSINESS COMPREHENSIVE
EQUITY INCOME (LOSS)
-------- -------------
<S> <C> <C>
Balance, December 25, 1994.................................. $ 526
Comprehensive income:
Net loss............................................... (23) $(23)
Change in currency translation adjustments............. (3) (3)
----
Total comprehensive loss.................................. $(26)
====
Contribution from affiliates.............................. 107
------
Balance, December 24, 1995.................................. 607
Comprehensive income:
Net income............................................. 21 $ 21
Change in currency translation adjustments............. (5) (5)
----
Total comprehensive income................................ $ 16
====
Contribution from affiliates.............................. 341
------
Balance, December 29, 1996.................................. 964
Comprehensive income:
Net income............................................. 81 $ 81
Change in currency translation adjustments............. (2) (2)
----
Total comprehensive income................................ $ 79
====
Contribution from affiliates.............................. 28
------
Balance, December 28, 1997.................................. 1,071
Comprehensive income:
Net income............................................. 17 $ 17
Change in currency translation adjustments............. (6) (6)
----
Total comprehensive income................................ $ 11
====
Contribution from affiliates.............................. 1
------
Balance, March 29, 1998 (unaudited)......................... $1,083
======
</TABLE>

The accompanying notes are an integral part of these combined financial
statements.
F-6
<PAGE> 75

TROPICANA PRODUCTS, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS
(IN MILLIONS, UNLESS OTHERWISE INDICATED)

1. BUSINESS DESCRIPTION AND BASIS OF PRESENTATION

Tropicana Products, Inc. ("Tropicana" or the "Business"), an indirect
wholly-owned subsidiary of The Seagram Company Ltd. ("Seagram"), produces,
markets and distributes Tropicana, Dole and other branded fruit juices and juice
beverages.

Prior to the completion of a public offering to sell common stock (the
"Offering"), subsidiaries and affiliates of Seagram will transfer to Tropicana
all shares of subsidiaries and other assets and liabilities of Seagram's juice
business which were not previously owned by Tropicana (the "Reorganization").

The unaudited pro forma consolidated balance sheet as of March 29, 1998
presents Tropicana's financial position, on a pro forma basis, as if the
Reorganization had been completed. In addition, the unaudited pro forma combined
balance sheet reflects (i) the incurrence of $600 million of indebtedness, (ii)
the redemption of $300 million of capital and (iii) settlement through repayment
and capitalization of net balances with Seagram affiliates.

The accompanying combined financial statements present the carved-out
operating results and financial position of the business that will comprise
Tropicana after the Reorganization during the periods presented. The financial
information in these financial statements is not necessarily indicative of
results that would have occurred if the Business had been a separate stand-alone
entity during the periods presented or of future results of the Business.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

USE OF ESTIMATES -- Tropicana prepares its financial statements in
conformity with generally accepted accounting principles. These principles
require management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, disclose contingent assets and liabilities at
the date of the financial statements and report amounts of revenue and expenses
during the reporting period. Actual results could differ from those estimates.

PRINCIPLES OF CONSOLIDATION -- The combined financial statements include
the accounts of Tropicana Products, Inc. and all subsidiaries which will be
wholly-owned prior to the Offering. The equity method is used to account for
unconsolidated affiliates owned 20 percent or more. All significant intercompany
accounts and transactions are eliminated.

REVENUE RECOGNITION -- Revenue is recognized when products are shipped.

CASH AND CASH EQUIVALENTS -- Cash and cash equivalents include all
highly-liquid investments with original maturities at the time acquired by the
Business of three months or less.

FISCAL YEAR -- The fiscal year of Tropicana ends on the fourth Sunday of
December. Fiscal years 1997 and 1995 include 52 weeks while fiscal year 1996
includes 53 weeks. Beginning in 1998, Tropicana changed its fiscal year end to
the last Sunday of December.

INVENTORIES -- Inventories are stated at cost, primarily determined by
the last-in, first-out (LIFO) method, which is not in excess of market. Cost
includes all direct and indirect manufacturing costs attributable to production
such as raw materials, labor and overhead.

PROPERTY, PLANT AND EQUIPMENT -- Property, plant and equipment is carried
at cost. Depreciation is determined for financial reporting purposes using the
straight-line method over estimated useful asset lives, generally 33 years for
buildings, 10 years for machinery and equipment and

F-7
<PAGE> 76
TROPICANA PRODUCTS, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

3-15 years for other assets. Expenditures for maintenance and repairs are
charged to operations as incurred, renewals and improvements are capitalized.

SOFTWARE COSTS -- The Company capitalizes purchased software and direct
internal and external costs associated with implementation of such software,
subsequent to the preliminary stage of any project. Capitalized costs are
amortized over the estimated useful life of the associated software, which does
not exceed 5 years. Computer software maintenance costs are expensed as
incurred. The carrying value of software assets is regularly reviewed by the
Company in conjunction with an assessment of other long-lived assets.

EXCESS OF COST OVER FAIR VALUE OF ASSETS ACQUIRED AND OTHER INTANGIBLE
ASSETS -- The unallocated excess of cost of purchased businesses over the fair
value of assets acquired and other intangible assets are being amortized on a
straight-line basis over appropriate periods not to exceed 40 years. The
weighted average remaining life of these assets was 31 years as of December 28,
1997.

IMPAIRMENT OF LONG-LIVED ASSETS -- The Business reviews the
recoverability of its long-lived assets, including related goodwill and
intangible assets, when events or changes in circumstances occur that indicate
that the carrying value of the asset may not be recoverable. The measurement of
possible impairment is based on Tropicana's ability to recover the asset from
the expected future pre-tax cash flows (undiscounted and without interest
charges) of the related operations. Measurement of any impairment would include
a comparison of discounted estimated future operating cash flows anticipated to
be generated during the remaining useful life of the asset to net carrying
value. If the expected discounted future operating cash flows are less than the
carrying value of such asset, an impairment loss is recognized for the
difference between estimated fair value and carrying value.

FOREIGN CURRENCY -- For subsidiaries outside of the U.S., the local
currency is the functional currency and translation adjustments are accumulated
in a separate component of business equity. Transaction gains and losses are
included in the determination of income or loss. The Business occasionally
hedges foreign currency risk primarily on intercompany payments for inventory
purchases through currency forwards and options which offset the exposure of the
item being hedged. Gains and losses on forward contracts are deferred and offset
against foreign exchange gains and losses on the underlying hedged transaction.
Gains and losses on forward contracts used to hedge intercompany payments are
recorded in the combined statement of operations in cost of goods sold.
Tropicana management does not believe that its foreign exchange exposure or its
hedging program are material to the Business' financial position or results of
operations.

INCOME TAXES -- Tropicana is included in the consolidated federal and
certain state income tax returns of its ultimate U.S. parent. The provision for
income taxes is computed on a separate company basis. Deferred tax assets and
liabilities are recognized based on differences between the financial statement
and tax bases of assets and liabilities using presently enacted tax rates.
Deferred taxes are not provided for that portion of undistributed earnings of
foreign subsidiaries which are considered to be permanently reinvested.

BENEFIT PLANS -- Retirement pensions are provided for substantially all
of Tropicana's employees through defined benefit plans sponsored by Tropicana.
Pension expense and plan contributions are determined by independent consulting
actuaries; pension benefits under defined benefit plans generally are based on
years of service and compensation levels near the end of employee service. The
funding policy for tax-qualified pension plans is consistent with statutory
funding requirements and regulations. Postretirement health care and life
insurance are provided to a majority of nonunion employees in the U.S.
Postemployment programs, principally severance, are

F-8
<PAGE> 77
TROPICANA PRODUCTS, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

provided for the majority of nonunion U.S. employees. The cost of these programs
is accrued based on actuarial studies. There is no advance funding for
postretirement or postemployment benefits.

STOCK-BASED COMPENSATION -- Compensation cost attributable to Seagram
stock option and similar plans is recognized based on the difference, if any,
between the quoted market price of the stock on the date of grant over the
exercise price of the option. Seagram does not issue options at prices below
market value at date of grant.

COMPREHENSIVE INCOME -- Tropicana has adopted FAS 130, "Reporting
Comprehensive Income," and has presented the required information in the
Statement of Business Equity and Comprehensive Income (Loss).

EARNINGS PER SHARE ("EPS") -- Historical EPS is not presented since
certain of the businesses which will comprise Tropicana after the Reorganization
were owned by different Seagram entities during the periods for which the
financial statements are presented. The earnings (loss) per pro forma share on
the Combined Statement of Operations, which is calculated in accordance with FAS
128 "Earnings per Share," is based on historical net income (loss) and the
shares that will be outstanding upon consummation of the Offering. See unaudited
pro forma EPS, calculated in accordance with FAS 128 "Earnings per Share" in the
pro forma financial statements.

INTERIM FINANCIAL STATEMENTS -- The interim financial statements are
unaudited but, in the opinion of management, reflect all adjustments (consisting
only of normal recurring adjustments) necessary for a fair presentation of the
results for the periods presented. The results of operations for any interim
period are not necessarily indicative of the results to be expected for the full
year.

3. INVENTORIES

<TABLE>
<CAPTION>
DECEMBER (UNAUDITED)
---------------- MARCH 29,
1996 1997 1998
---- ---- -----------
<S> <C> <C> <C>
Juice and juice beverages........................... $235 $258 $300
Materials, supplies and other....................... 18 10 16
---- ---- ----
$253 $268 $316
==== ==== ====
</TABLE>

At December 29, 1996 and December 28, 1997, inventory valued under the LIFO
method represented approximately 90% of total inventory. Current replacement
costs approximated the above inventory values at 1996 and 1997.

4. PROPERTY, PLANT AND EQUIPMENT

<TABLE>
<CAPTION>
DECEMBER (UNAUDITED)
---------------- MARCH 29,
1996 1997 1998
---- ---- -----------
<S> <C> <C> <C>
Land................................................ $ 51 $ 64 $ 64
Buildings and improvements.......................... 151 158 160
Machinery and equipment............................. 472 572 592
Furniture and fixtures.............................. 44 47 49
Construction in progress............................ 83 56 52
---- ---- ----
801 897 917
Accumulated depreciation............................ (270) (323) (338)
---- ---- ----
$531 $574 $579
==== ==== ====
</TABLE>

F-9
<PAGE> 78
TROPICANA PRODUCTS, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

5. ACCRUED EXPENSES

<TABLE>
<CAPTION>
DECEMBER (UNAUDITED)
------------ MARCH 29,
1996 1997 1998
---- ---- -----------
<S> <C> <C> <C>
Sales and promotional incentives......................... $42 $60 $64
Other.................................................... 20 28 32
--- --- ---
$62 $88 $96
=== === ===
</TABLE>

6. RELATED PARTY TRANSACTIONS

Corporate costs and charges for Seagram centralized functions have been
allocated to Tropicana using methods that are based on the direct effort
expended and are deemed appropriate for the nature of the expenses involved. The
costs allocated to Tropicana are related to finance support, information
systems, corporate services and human resources. The charge for these
allocations was $11 million, $11 million and $9 million in fiscal years 1995,
1996 and 1997, respectively, and $2 million and $3 million for the quarters
ended March 30, 1997 and March 29, 1998, respectively. Management believes the
allocations are reasonable, but they are not necessarily indicative of the costs
that would have been incurred had Tropicana been operated as a separate company.
Tropicana estimates that such recurring costs would be approximately $4 million
higher as a separate stand alone company.

Tropicana and Seagram have entered into a transitional services agreement
whereby Seagram will provide Tropicana certain finance and administrative
services on an interim basis.

Tropicana participates in Seagram's centralized treasury and cash
management processes. Cash deposits for Tropicana are transferred to Seagram on
a daily basis and Seagram funds the Business' disbursement bank accounts as
required. These transactions are reflected in the receivable from related
parties, net balance which is non-interest bearing.

Tropicana participates in Seagram's global financing program, which results
in both notes receivable from and notes payable to various Seagram subsidiaries.
The average net notes payable balance for 1996 and 1997 was $482 million and
$435 million, respectively. The notes bear interest at rates ranging from 5.5%
to 8.6%. Net intercompany interest expense on the notes was $83 million, $64
million and $16 million for fiscal years 1995, 1996 and 1997, respectively, and
$8 million and $6 million for the quarters ended March 30, 1997 and March 29,
1998, respectively. The net interest payable balances are included in the
receivable from related parties, net balance.

Certain executives of Tropicana are included in various stock compensation
programs of Seagram. Expenses related to these programs have been included in
Tropicana's combined financial statements.

7. ACQUISITIONS

DOLE

On May 19, 1995, the Business acquired the worldwide juice and juice
beverage business of the Dole Food Company, Inc. ("Dole") for $276 million. The
transaction excluded Dole's canned pineapple juice business. The reported
operating results for fiscal 1995 reflect the results of operations of the
acquired business from the acquisition date. The acquisition has been accounted
for under the purchase method of accounting. The cost of the acquisition has
been allocated on the basis of the estimated fair market value of the assets
acquired and liabilities assumed. This

F-10
<PAGE> 79
TROPICANA PRODUCTS, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

valuation resulted in $134 million of unallocated excess cost over fair value of
assets acquired which is being amortized over 40 years.

The unaudited condensed pro forma income statement data which follows
assumes the Dole juice acquisition occurred at the beginning of the 1995 fiscal
year. The unaudited condensed pro forma income statement data was prepared based
upon the historical combined income statement of the Company for the fiscal year
ended December 24, 1995 and the historical results of the Dole juice business
acquired for the period from January 1, 1995 through May 18, 1995, adjusted to
reflect purchase accounting. Financial results for the Dole juice business for
the period from May 19, 1995 through December 24, 1995 were included in the
Company's results for the fiscal year ended December 24, 1995. The unaudited pro
forma information is not necessarily indicative of the combined results of
operations of the Company and the Dole juice business that would have resulted
if the transactions had occurred on the dates previously indicated, nor is it
necessarily indicative of future operating results of the Company.

PRO FORMA INCOME STATEMENT DATA

<TABLE>
<CAPTION>
FISCAL YEAR ENDED DECEMBER 24, 1995
-----------------------------------
(IN MILLIONS, EXCEPT FOR PER SHARE DATA)
<S> <C>
Net sales................................................... $1,759
Net loss.................................................... $ (25)
Pro forma basic earnings per share.......................... $ (.19)
Pro forma diluted earnings per share........................ $ (.19)
</TABLE>

COPELLA

On December 20, 1997, the Business acquired Copella Fruit Juices Limited, a
producer and marketer of NFC apple juice in the U.K., for $19 million. The
reported results for fiscal 1997 reflect the results of operations of the
acquired business from the acquisition date. The acquisition has been accounted
for under the purchase method of accounting. The cost of the acquisition has
been allocated on the basis of the estimated fair market value of the assets
acquired and liabilities assumed. This valuation resulted in $17 million of
unallocated excess cost over fair value of assets acquired which is being
amortized over 40 years. The impact of this acquisition was not material to the
consolidated results of Tropicana.

8. GEOGRAPHIC DATA

<TABLE>
<CAPTION>
NET SALES(1)
--------------------
UNRELATED INTER- OPERATING TOTAL
PARTIES COMPANY INCOME (LOSS) ASSETS
--------- ------- ------------- ------
<S> <C> <C> <C> <C>
December 24, 1995
U.S................................... $1,372 $110 $ 76 $1,792
Europe................................ 214 1 -- 220
Other international................... 77 -- 1 14
------ ---- ---- ------
$1,663 $111 $ 77 $2,026
====== ==== ==== ======
December 29, 1996
U.S................................... $1,540 $130 $121 $1,787
Europe................................ 251 1 3 209
</TABLE>

F-11
<PAGE> 80
TROPICANA PRODUCTS, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

<TABLE>
<CAPTION>
NET SALES(1)
--------------------
UNRELATED INTER- OPERATING TOTAL
PARTIES COMPANY INCOME (LOSS) ASSETS
--------- ------- ------------- ------
<S> <C> <C> <C> <C>
Other international................... 104 -- 1 36
------ ---- ---- ------
$1,895 $131 $125 $2,032
====== ==== ==== ======
December 28, 1997
U.S................................... $1,562 $107 $173 $1,929
Europe................................ 249 3 (3) 218
Other international................... 123 -- (3) 68
------ ---- ---- ------
$1,934 $110 $167 $2,215
====== ==== ==== ======
</TABLE>

- ---------------
(1) Net Sales are classified based upon the location of the legal entity which
invoices the customer rather than the location of the customer. Revenues
among geographic areas include intercompany transactions on a current market
price basis.

9. INCOME TAXES

The following tables summarize the sources of pre-tax income (loss) and the
resulting tax expense.

<TABLE>
<CAPTION>
GEOGRAPHIC COMPONENTS OF
PRE-TAX INCOME (LOSS)
------------------------
DECEMBER
1995 1996 1997
---- -------- ----
<S> <C> <C> <C>
U.S....................................................... $(9) $51 $159
Other jurisdictions....................................... 3 10 (8)
--- --- ----
Pre-tax income (loss)..................................... $(6) $61 $151
=== === ====
</TABLE>

<TABLE>
<CAPTION>
COMPONENTS OF INCOME TAX
EXPENSE
------------------------
DECEMBER
------------------------
1995 1996 1997
---- ---- ----
<S> <C> <C> <C>
Current
Federal.................................................. $ 3 $ 8 $55
State and local.......................................... 1 7 9
Other jurisdictions...................................... 9 7 --
--- --- ---
13 22 64
Deferred
Federal.................................................. 2 15 5
State and local.......................................... 2 3 1
--- --- ---
Total income tax expense......................... $17 $40 $70
=== === ===
</TABLE>

F-12
<PAGE> 81
TROPICANA PRODUCTS, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

<TABLE>
<CAPTION>
COMPONENTS OF
NET DEFERRED TAX
LIABILITY
BALANCE AT
DECEMBER
----------------
1996 1997
----- -----
<S> <C> <C>
Basis and amortization difference........................... $61 $71
Inventory................................................... 5 --
Other, net.................................................. 6 8
--- ---
Deferred tax liabilities.................................... 72 79
--- ---
Employee benefits........................................... 23 25
Inventory................................................... -- 2
Other, net.................................................. 10 7
--- ---
Deferred tax assets......................................... 33 34
--- ---
Net deferred tax liability.................................. $39 $45
=== ===
</TABLE>

<TABLE>
<CAPTION>
EFFECTIVE INCOME TAX RATE
DECEMBER
----------------------------
1995 1996 1997
---- ---- ----
<S> <C> <C> <C>
U.S. statutory rate.................................... (35%) 35% 35%
State and local........................................ 33 11 4
Goodwill amortization.................................. 148 16 6
Deferred tax assets not realized....................... 133 -- --
Other.................................................. 4 4 1
--- -- --
Effective income tax rate.............................. 283% 66% 46%
=== == ==
</TABLE>

Taxes are paid by Seagram on behalf of the Business and taxes payable are
netted through the Seagram cash management program.

Various taxation authorities have proposed or levied assessments for
additional income taxes of prior years. Tropicana and Seagram have entered into
a tax allocation, procedures and services agreement which provides for the
apportionment of responsibility for taxes and tax-related matters. Management
believes that settlements will not have a material effect on the results of
operations, financial position or liquidity of the Business.

10. BENEFIT PLANS

Pension costs were $4 million, $4 million and $2 million, for fiscal years
1995, 1996 and 1997, respectively.

The Business has defined benefit pension plans which cover certain U.S.
employees. The following actuarial assumptions were used to calculate
Tropicana's U.S. pension cost:

<TABLE>
<CAPTION>
1995 1996 1997
----- ----- -----
<S> <C> <C> <C>
Expected long-term return on plan assets................... 10.75% 10.0% 10.75%
Discount rate.............................................. 8.75% 7.0% 7.75%
Future compensation increase............................... 6.0% 4.5% 5.0%
</TABLE>

Plans outside the U.S. used assumptions in determining the actuarial
present value of projected benefit obligations that reflect the economic
environments within the various countries, and therefore are consistent with
(but not identical to) those of the U.S. plans. The majority of the
F-13
<PAGE> 82
TROPICANA PRODUCTS, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

pension arrangements for Tropicana's employees of affiliates outside the U.S.,
the U.K. and Canada are either insured or government sponsored.

<TABLE>
<CAPTION>
NET COST OF U.S. DEFINED
BENEFIT PENSION PLANS
DECEMBER
--------------------------
1995 1996 1997
---- ---- ----
<S> <C> <C> <C>
Service cost -- benefits earned during the period........... $ 5 $ 7 $ 7
Interest cost on Projected Benefit Obligation............... 8 9 9
Return on plan assets
Actual gain............................................... (33) (20) (25)
Deferred actuarial gain................................... 23 8 11
Net amortization............................................ 1 -- --
---- ---- ----
Net pension cost............................................ $ 4 $ 4 $ 2
==== ==== ====
</TABLE>

<TABLE>
<CAPTION>
STATUS OF U.S. DEFINED BENEFIT PENSION PLANS
-----------------------------------------------------
1996 1997
------------------------- -------------------------
ASSETS ACCUMULATED ASSETS ACCUMULATED
EXCEED BENEFITS EXCEED BENEFITS
ACCUMULATED EXCEED ACCUMULATED EXCEED
BENEFITS ASSETS BENEFITS ASSETS
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Actuarial present value of:
Vested Benefit Obligation......... $ (90) $(1) $(106) $(1)
----- --- ----- ---
Accumulated Benefit Obligation.... $ (96) $(1) $(113) $(2)
----- --- ----- ---
Projected Benefit Obligation...... $(121) $(2) $(140) $(3)
Plan assets at fair value,
principally equity securities..... 135 -- 157 --
----- --- ----- ---
Plan assets in excess of (less than)
Projected Benefit Obligation...... 14 (2) 17 (3)
Deferred net actuarial gain......... (11) -- (14) --
Unamortized prior service cost...... 3 1 3 1
----- --- ----- ---
Prepaid (accrued) pension cost...... $ 6 $(1) $ 6 $(2)
===== === ===== ===
</TABLE>

Discount rates of 7.75% and 7.25% were used to determine the actuarial
present value of the benefit obligations at December 29, 1996 and December 28,
1997, respectively. The assumed future compensation increase rates used to
determine the projected benefit obligation were 5.0% and 4.5% at December 29,
1996 and December 28, 1997, respectively.

POSTRETIREMENT

Tropicana provides retiree health care and life insurance benefits covering
certain retirees. Certain U.S. salaried and certain hourly employees are
eligible for benefits upon retirement and completion of a specified number of
years of service.

F-14
<PAGE> 83
TROPICANA PRODUCTS, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

The components of net periodic postretirement benefit cost are as follows:

<TABLE>
<CAPTION>
1995 1996 1997
---- ---- ----
<S> <C> <C> <C>
Service cost -- benefits earned during the period........... $ 2 $ 2 $ 2
Interest cost on accumulated postretirement benefit
obligation................................................ 2 3 3
Amortization of prior service cost.......................... (1) (1) (1)
--- --- ---
Net postretirement benefit cost............................. $ 3 $ 4 $ 4
=== === ===
</TABLE>

The accumulated postretirement benefit obligation, included in other
liabilities in the accompanying balance sheet, comprises the following:

<TABLE>
<CAPTION>
DECEMBER
------------
1996 1997
---- ----
<S> <C> <C>
Retirees.................................................... $13 $15
Fully eligible active plan participants..................... 5 6
Other active plan participants.............................. 20 22
Unrecognized:
Actuarial gain............................................ (2) (4)
Prior service cost........................................ 11 10
--- ---
Accrued postretirement benefit obligation................... $47 $49
=== ===
</TABLE>

Future benefit costs were estimated assuming medical costs would increase
at a 7.7% annual rate, decreasing to a 5.5% annual growth rate ratably over the
next five years, and then remaining at a 5.5% growth rate thereafter. A
one-percentage-point increase in this annual trend rate would have increased the
postretirement benefit obligation at December 28, 1997 by $6 million ($4 million
after tax) with an increase in pre-tax expense of $1 million for fiscal year
ended December 28, 1997. The weighted average discount rate used to estimate the
accumulated postretirement benefit obligation was 7.75% at December 29, 1996 and
7.25% at December 28, 1997.

11. STOCK OPTIONS

Under Seagram's employee stock incentive plans, which the Business
participates in, options may be granted to purchase Seagram's common shares at
not less than the fair value of the shares on the date of the grant. Currently
outstanding options become exercisable one to five years from the grant date and
expire 10 years after the grant date.

Tropicana has adopted FAS 123, "Accounting for Stock-Based Compensation".
In accordance with the provisions of FAS 123, the Business applies APB Opinion
No. 25, "Accounting for Stock Issued to Employees," and related interpretations
in accounting for its plans and does not recognize compensation expense for its
stock-based compensation plans. If Tropicana had elected to recognize
compensation expense based upon the fair value at the grant date for awards
under these plans consistent with the fair value methodology prescribed by FAS
123, Tropicana's net income (loss) would be reduced to the pro forma amounts
indicated below:

<TABLE>
<CAPTION>
DECEMBER
--------------------
1995 1996 1997
---- ---- ----
<S> <C> <C> <C>
Net income (loss):
As reported............................................... $(23) $21 $81
Pro forma................................................. $(26) $18 $77
</TABLE>

F-15
<PAGE> 84
TROPICANA PRODUCTS, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

These pro forma amounts may not be representative of future disclosures.
The fair value for these options was estimated at the date of grant using the
Black-Scholes option-pricing model with the following weighted-average
assumptions for the fiscal years ended December 24, 1995, December 29, 1996 and
December 28, 1997, respectively: dividend yields of 2.0, 1.8 and 1.6 percent;
expected volatility of 20, 22 and 24 percent; risk-free interest rates of 6.8,
6.0 and 6.7 percent and expected life of six years for all periods. The weighted
average fair value of options granted during fiscal years 1995, 1996 and 1997
for which the exercise price equals the market price on the grant date was
$8.38, $9.28 and $12.47, respectively.

The Black-Scholes option valuation model was developed for use in
estimating the fair value of traded options which have no vesting restrictions
and are fully transferable. In addition, option valuation models require the
input of highly subjective assumptions including the expected stock price
volatility. Because the Business' employee stock options have characteristics
significantly different from those of traded options, and because changes in the
subjective input assumptions can materially affect the fair value estimate, in
management's opinion, the existing models do not necessarily provide a reliable
single measure of the fair value of its employee stock options.

Transactions involving Seagram stock options issued to Tropicana employees
are summarized as follows:

<TABLE>
<CAPTION>
SEAGRAM
WEIGHTED AVERAGE
EXERCISE PRICE OF
STOCK OPTIONS OPTIONS
OUTSTANDING OUTSTANDING
------------- -----------------
<S> <C> <C>
Balance, December 25, 1994........................... 1,833,693 $27.32
Granted 1995....................................... 680,460 30.93
Exercised 1995..................................... (345,020) 26.15
Cancelled 1995..................................... (45,460) 30.18
--------- ------
Balance, December 24, 1995........................... 2,123,673 28.61
Granted 1996....................................... 604,380 33.43
Exercised 1996..................................... (357,163) 27.00
Cancelled 1996..................................... (23,660) 32.58
--------- ------
Balance, December 29, 1996........................... 2,347,230 30.05
Granted 1997....................................... 958,280 39.45
Exercised 1997..................................... (184,691) 28.32
Cancelled 1997..................................... (22,065) 36.26
--------- ------
Balance, December 29, 1997........................... 3,098,754 $33.02
========= ======
</TABLE>

The following table summarizes information concerning Seagram outstanding
and exercisable options related to Tropicana employees:

<TABLE>
<CAPTION>
WEIGHTED SEAGRAM SEAGRAM
AVERAGE WEIGHTED WEIGHTED
REMAINING AVERAGE AVERAGE
NUMBER CONTRACTUAL EXERCISE NUMBER EXERCISE
RANGE OF EXERCISE PRICES OUTSTANDING LIFE PRICE EXERCISABLE PRICE
- ------------------------ ----------- ----------- -------- ----------- --------
<S> <C> <C> <C> <C> <C>
$10-$20................. 51,470 1.2 yrs $18.70 51,470 $18.70
$20-$30................. 670,180 4.8 yrs 27.47 670,180 27.47
$30-$40................. 2,377,104 8.2 yrs 34.86 1,106,768 31.44
--------- ---------
3,098,754 1,828,418
</TABLE>

F-16
<PAGE> 85
TROPICANA PRODUCTS, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

Pursuant to the Seagram option plans, the option holders will have a
specified period of time to exercise their Seagram options.

12. ADDITIONAL FINANCIAL INFORMATION

<TABLE>
<CAPTION>
INCOME STATEMENT AND
CASH FLOW DATA
--------------------
DECEMBER
--------------------
1995 1996 1997
---- ---- ----
<S> <C> <C> <C>
RELATED PARTY INTEREST EXPENSE, NET
Interest expense............................................ $83 $ 74 $ 69
Interest income............................................. -- (10) (53)
--- ---- ----
$83 $ 64 $ 16
=== ==== ====
CASH FLOW DATA
Interest paid, net.......................................... $83 $ 64 $ 16
Income taxes paid........................................... $13 $ 22 $ 64
</TABLE>

FINANCIAL INSTRUMENTS

The carrying values of the Business' cash and cash equivalents, accounts
receivable and payable, receivable from related parties, accrued expenses, and
short-term borrowings and indebtedness approximate fair value due to the
short-term maturities of these assets and liabilities. The Business' carrying
value of long-term loans from affiliated companies approximates fair value as
these loans carry market interest rates.

13. COMMITMENTS AND OTHER MATTERS

Tropicana has agreements to make future purchases of fruit. The terms of
the agreements require the Business to make payments for fruit purchases on
varying bases. Purchases under these agreements were $239 million in 1995, $273
million in 1996 and $276 million in 1997. At December 28, 1997, estimated
purchase commitments were as follows:

<TABLE>
<S> <C>
1998........................................... $308 million
1999........................................... $290 million
2000........................................... $209 million
</TABLE>

In addition, Tropicana has other contractual commitments in the ordinary
course of business, for minimum purchases with several other parties including
its glass manufacturing joint venture, co-packers, purchases of pineapple
concentrate and equipment under various operating lease agreements.

The availability and price of fruit used in production is subject to wide
fluctuation due to unpredictable factors such as weather, crop size, global
production of similar crops and other factors. Tropicana is also one of the
largest purchasers of oranges in the state of Florida. As such, factors limiting
the availability of Florida oranges would require the Business to use alternate
supply sources, which could result in unfavorable commodity pricing.

Tropicana is involved in various lawsuits, claims and inquiries. Management
believes that the resolution of these matters will not have a material adverse
effect on the results of operations, financial position or liquidity of the
Business.

F-17
<PAGE> 86
TROPICANA PRODUCTS, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

14. QUARTERLY DATA (UNAUDITED)

<TABLE>
<CAPTION>
FIRST SECOND THIRD FOURTH FISCAL YEAR ENDED
QUARTER QUARTER QUARTER QUARTER DECEMBER 29, 1996
------- ------- ------- ------- -----------------
<S> <C> <C> <C> <C> <C>
Net sales........................... $459 $484 $481 $471 $1,895
Operating income.................... 20 26 39 40 125
Net income.......................... $ -- $ 3 $ 9 $ 9 $ 21
</TABLE>

<TABLE>
<CAPTION>
FIRST SECOND THIRD FOURTH FISCAL YEAR ENDED
QUARTER QUARTER QUARTER QUARTER DECEMBER 28, 1997
------- ------- ------- ------- -----------------
<S> <C> <C> <C> <C> <C>
Net sales.......................... $493 $479 $471 $491 $1,934
Operating income................... 36 44 38 49 167
Net income......................... $ 15 $ 21 $ 23 $ 22 $ 81
</TABLE>

F-18
<PAGE> 87

UNDERWRITING

Subject to the terms and conditions of the Underwriting Agreement, the
Selling Stockholder has agreed to sell to each of the U.S. Underwriters named
below, and each of such U.S. Underwriters for whom Goldman, Sachs & Co., Morgan
Stanley & Co. Incorporated, Bear, Stearns & Co. Inc. and Merrill Lynch, Pierce,
Fenner & Smith Incorporated are acting as representatives, have severally agreed
to purchase from the Selling Stockholder the respective number of shares of
Common Stock set forth opposite its name below:

<TABLE>
<CAPTION>
NUMBER OF
SHARES OF
COMMON
UNDERWRITER STOCK
----------- ---------
<S> <C>
Goldman, Sachs & Co.........................................
Morgan Stanley & Co. Incorporated...........................
Bear, Stearns & Co. Inc.....................................
Merrill Lynch, Pierce, Fenner & Smith
Incorporated...................................
------------
Total............................................. 112,500,000
============
</TABLE>

Under the terms and conditions of the Underwriting Agreement, the U.S.
Underwriters are committed to take and pay for all of the shares offered hereby,
if any are taken.

The U.S. Underwriters propose to offer the shares of Common Stock in part
directly to the public at the initial public offering price set forth on the
cover page of this Prospectus and in part to certain securities dealers at such
price less a concession of $ per share. The U.S. Underwriters may allow, and
such dealers may reallow, a concession not in excess of $ per share to
certain brokers and dealers. After the shares of Common Stock are released for
sale to the public, the offering price and other selling terms may from time to
time be varied by the representatives.

The Company, Seagram and the Selling Stockholder have entered into an
underwriting agreement (the "International Underwriting Agreement") with the
underwriters of the International Offering (the "International Underwriters")
providing for the concurrent offer and sale of 12,000,000 shares of Common Stock
in an international offering outside the United States. The offering price and
aggregate underwriting discounts and commissions per share for the two Offerings
are identical. The closing of the offering made hereby is a condition to the
closing of the International Offering, and vice versa. The representatives of
the International Underwriters are Goldman Sachs International, Morgan Stanley &
Co. International Limited, Bear, Stearns International Limited and Merrill Lynch
International.

Pursuant to an Agreement between the U.S. and International Underwriting
Syndicates (the "Agreement Between") relating to the two Offerings, each of the
U.S. Underwriters named herein has agreed that, as a part of the distribution of
the shares offered hereby and subject to certain exceptions, it will offer, sell
or deliver the shares of Common Stock, directly or indirectly, only in the
United States of America (including the States and the District of Columbia),
its territories, its possessions and other areas subject to its jurisdiction
(the "United States") and to U.S. persons, which term shall mean, for purposes
of this paragraph: (a) any individual who is a resident of the United States or
(b) any corporation, partnership or other entity organized in or under the laws
of the United States or any political subdivision thereof and whose office most
directly involved with the purchase is located in the United States. Each of the
International Underwriters has agreed pursuant to the Agreement Between that, as
a part of the distribution of the shares offered as a part of the International
Offering, and subject to certain exceptions, it will (i) not, directly or
indirectly, offer, sell or deliver shares of Common Stock (a) in the United
States or to any U.S. persons or (b) to any person who it believes intends to
reoffer, resell or deliver the shares in the United States or to any

U-1
<PAGE> 88

U.S. persons, and (ii) cause any dealer to whom it may sell such shares at any
concession to agree to observe a similar restriction.

Pursuant to the Agreement Between, sales may be made between the U.S.
Underwriters and the International Underwriters of such number of shares of
Common Stock as may be mutually agreed. The price of any shares so sold shall be
the initial public offering price, less an amount not greater than the selling
concession.

The Selling Stockholder and the Company have granted the U.S. Underwriters
an option exercisable for 30 days after the date of this Prospectus to purchase
up to an aggregate of 11,250,000 additional shares of Common Stock solely to
cover over-allotments, if any. If the U.S. Underwriters exercise their
over-allotment option, the U.S. Underwriters have severally agreed, subject to
certain conditions, to purchase approximately the same percentage thereof that
the number of shares to be purchased by each of them, as shown in the foregoing
table, bears to the 112,500,000 shares of Common Stock offered hereby. The
Selling Stockholder and the Company have granted the International Underwriters
a similar option to purchase up to an aggregate of 1,200,000 additional shares
of Common Stock. If the Underwriters exercise their over-allotment options, up
to an aggregate amount of 6,414,826 shares of Common Stock shall first be
purchased from the Selling Stockholder and the remaining portion of the shares
subject to the over-allotment options shall be purchased from the Company.

The Company, Seagram and the Selling Stockholder have agreed that, during
the period beginning from the date of this Prospectus and continuing to and
including the date 90 days after the date of the Prospectus, they will not
offer, sell, contract to sell or otherwise dispose of any shares of Common Stock
or any securities of the Company (other than pursuant to the stock option plans
as in effect, or on the conversion or exchange of convertible or exchangeable
securities outstanding, on the date of this Prospectus) which are substantially
similar to the shares of the Common Stock or which are convertible into or
exchangeable for shares of Common Stock or any securities which are
substantially similar to the shares of the Common Stock without the prior
written consent of the representatives, except for the shares of Common Stock
offered in connection with the concurrent U.S. and International Offerings.

At the request of the Company, the Underwriters have reserved for sale, at
the initial public offering price, up to 6,545,742 shares offered hereby for
directors, officers, employees, business associates, and related persons of the
Company. The number of shares of Common Stock available for sale to the general
public will be reduced to the extent such persons purchase such reserved shares.
Any reserved shares which are not so purchased will be offered by the
Underwriters to the general public on the same basis as the other shares offered
hereby.

The representatives of the Underwriters have informed the Company that they
do not expect sales to accounts over which the Underwriters exercise
discretionary authority to exceed five percent of the total number of shares of
Common Stock offered by them.

Prior to the Offerings, there has been no public market for the shares. The
initial public offering price will be negotiated among the Company, the Selling
Stockholder, Seagram and the representatives of the U.S. Underwriters and the
International Underwriters. Among the factors to be considered in determining
the initial public offering price of the Common Stock, in addition to prevailing
market conditions, will be the Company's historical performance, estimates of
the business potential and earnings prospects of the Company, an assessment of
the Company's management and the consideration of the above factors in relation
to market valuation of companies in related businesses.

The Common Stock will be listed on the NYSE under the symbol "TOJ". In
order to meet one of the requirements for listing the Common Stock on the NYSE,
the Underwriters have undertaken to sell lots of 100 or more shares to a minimum
of 2,000 beneficial holders.

U-2
<PAGE> 89

The Company, Seagram and the Selling Stockholder have agreed to indemnify
the several Underwriters against certain liabilities, including liabilities
under the Securities Act.

This Prospectus may be used by underwriters and dealers in connection with
offers and sales of the Common Stock, including shares initially sold in the
International Offering, to persons located in the United States.

In connection with the Offerings, the Underwriters may purchase and sell
the Common Stock in the open market. These transactions may include
over-allotment and stabilizing transactions and purchases to cover syndicate
short positions created in connection with the Offerings. Stabilizing
transactions consist of certain bids or purchases for the purpose of preventing
or retarding a decline in the market price of the Common Stock; and syndicate
short positions involve the sale by the Underwriters of a greater number of
shares of Common Stock than they are required to purchase from the Company and
the Selling Stockholder in the Offerings. The Underwriters also may impose a
penalty bid, whereby selling concessions allowed to syndicate members or other
broker-dealers in respect to the securities sold in the Offerings for their
account may be reclaimed by the syndicate if such shares of Common Stock are
repurchased by the syndicate in stabilizing or covering transactions. These
activities may stabilize, maintain or otherwise affect the market price of the
Common Stock, which may be higher than the price that might otherwise prevail in
the open market; and these activities, if commenced, may be discontinued at any
time. These transactions may be effected on the NYSE, in the over-the-counter
market or otherwise.

John S. Weinberg, a Managing Director of Goldman, Sachs & Co., is also a
director of Seagram.

U-3
<PAGE> 90

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

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO
WHICH IT RELATES OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH
SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information....................... i
Prospectus Summary.......................... 1
Risk Factors................................ 8
Use of Proceeds............................. 13
Dividend Policy............................. 13
Capitalization.............................. 14
Selected Combined Historical Financial
Data...................................... 15
Unaudited Pro Forma Combined Financial
Data...................................... 17
Management's Discussion and Analysis of
Financial Condition and Results of
Operations................................ 21
Business.................................... 32
Management.................................. 45
Ownership of Common Stock................... 52
Certain Relationships and Related
Transactions.............................. 53
Description of Capital Stock................ 54
Shares Eligible for Future Sale............. 61
Certain U.S. Tax Consequences to Non-U.S.
Holders................................... 62
Validity of Shares.......................... 64
Experts..................................... 64
Index to Combined Financial Statements...... F-1
Underwriting................................ U-1
</TABLE>

THROUGH AND INCLUDING , 1998 (THE 25TH DAY AFTER THE DATE OF THIS
PROSPECTUS), ALL DEALERS EFFECTING TRANSACTIONS IN THE COMMON STOCK, WHETHER OR
NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN
ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.
- -------------------------------------------------------
- -------------------------------------------------------
- -------------------------------------------------------
- -------------------------------------------------------
124,500,000 SHARES

TROPICANA PRODUCTS, INC.
COMMON STOCK
(PAR VALUE $.01 PER SHARE)

[TROPICANA LOGO]
Joint Lead Managers and Bookrunners

GOLDMAN, SACHS & CO.

MORGAN STANLEY DEAN WITTER

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

BEAR, STEARNS & CO. INC.

MERRILL LYNCH & CO.
- -------------------------------------------------------
- -------------------------------------------------------
<PAGE> 91

PART II.

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following sets forth the expenses, other than underwriting discounts
and commissions, expected to be incurred by the Selling Stockholder and the
Company (apportioned on the basis of the proceeds received from the Offerings)
in connection with the issuance and distribution of the securities registered
under this Registration Statement. All expenses are estimated except for the
Commission's registration fee, the NYSE listing fee and the NASD's filing fee.

<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee......... $1,053,150
NYSE Listing Fee............................................ *
Blue Sky Fees and Expenses.................................. *
NASD Filing Fee............................................. 30,500
Printing and Engraving Expenses............................. *
Legal Fees and Expenses..................................... *
Accounting Fees and Expenses................................ *
Registrar and Transfer Agent's Fee.......................... *
Miscellaneous............................................... *
----------
Total............................................. *
==========
</TABLE>

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

* To be filed by amendment.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the Delaware General Corporation Law (the "DGCL") provides
that a corporation may indemnify directors and officers as well as other
employees and individuals against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with specified
actions, suits or proceedings, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation, a
"derivative action") if they acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, if they had no reasonable
cause to believe their conduct was unlawful. A similar standard is applicable in
the case of derivative actions, except that indemnification only extends to
expenses (including attorneys' fees) incurred in connection with the defense or
settlement of such actions, and the statute requires court approval before there
can be any indemnification where the person seeking indemnification has been
found liable to the corporation. The statute provides that it is not exclusive
of other indemnification that may be granted by a corporation's bylaws,
disinterested director vote, stockholder vote, agreement or otherwise.

The Amended and Restated Certificate of Incorporation of the Company (the
"Certificate") provides that each person who was or is made a party or is
threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that such person, or a person of whom such person is the legal
representative, is or was a director or officer of the Company or is or was
serving at the request of the Company as a director, officer, employee or agent
of another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans, whether
the basis of such proceeding is alleged action in an official capacity as a
director, officer, employee or agent or in any other capacity while serving as a
director, officer, employee or agent, will be indemnified and held harmless by
the Company to the fullest extent authorized by the DGCL, as the same exists or
may hereafter be amended (but, in the case of any such amendment, only to the
extent that such

II-1
<PAGE> 92

amendment permits the Company to provide broader indemnification rights than
said law permitted the Company to provide prior to such amendment), against all
expense, liability and loss reasonably incurred or suffered by such person in
connection therewith. Such right to indemnification includes the right to have
the Company pay the expenses incurred in defending any such proceeding in
advance of its final disposition, subject to the provisions of the DGCL. Such
rights are not exclusive of any other right which any person may have or
thereafter acquire under any statute, provision of the Certificate, By-Law,
agreement, vote of stockholders or disinterested directors or otherwise. No
repeal or modification of such provision will in any way diminish or adversely
affect the rights of any director, officer, employee or agent of the Company
thereunder in respect of any occurrence or matter arising prior to any such
repeal or modification. The Certificate also specifically authorizes the Company
to maintain insurance and to grant similar indemnification rights to employees
or agents of the Company.

The DGCL permits a corporation to provide in its certificate of
incorporation that a director of the corporation shall not be personally liable
to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability for (i) any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) payments of unlawful dividends or unlawful stock
repurchases or redemptions, or (iv) any transaction from which the director
derived an improper personal benefit.

The Certificate provides that a director of the Company will not be
personally liable to the Company or its stockholders for monetary damages for
breach of fiduciary duty as a director, except, if required by the DGCL as
amended from time to time, for liability (i) for any breach of the director's
duty of loyalty to the Company or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the DGCL, which concerns unlawful payments of
dividends, stock purchases or redemptions, or (iv) for any transaction from
which the director derived an improper personal benefit. Neither the amendment
nor repeal of such provision will eliminate or reduce the effect of such
provisions in respect of any matter occurring, or any cause of action, suit or
claim that, but for such provision, would accrue or arise prior to such
amendment or repeal.

The Underwriting Agreements provide for indemnification by the Underwriters
of directors and officers of the Company for certain liabilities, including
liabilities arising under the Securities Act, under certain limited
circumstances.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

Since June 1996, the Company has issued the following securities which were
not registered under the Securities Act:

(i) In June 1996, the Company issued 300,000 shares of Class A
preferred stock, par value $100 per share ("Preferred Stock") to JES
Developments Finance, Inc., an affiliate of the Company, for an aggregate
purchase price of $300,000,000.

(ii) In February 1997, the Company issued 580,000 shares of Preferred
Stock to JES Developments Finance, Inc., an affiliate of the Company, for
an aggregate purchase price of $579,569,827.

The Company used the proceeds from both of the above issuances for general
corporate purposes, including loans to affiliated companies. In both of the
above instances, exemption from registration was claimed on the grounds that the
issuance of such securities did not involve any public offering within the
meaning of Section 4(2) of the Securities Act.

II-2
<PAGE> 93

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Attached hereto are the following exhibits:

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
1.1 Form of Underwriting Agreement***
1.2 Form of International Underwriting Agreement***
3.1 Form of Amended and Restated Certificate of Incorporation of
the Company***
3.2 Form of Amended and Restated By-Laws of the Company***
4.1 Specimen certificate of the Company's Common Stock, par
value $.01 per share***
4.2 Rights Plan***
5.1 Opinion of Simpson Thacher & Bartlett regarding legality of
the common stock being registered***
10.1 Form of Separation Agreement***
10.2 Form of Tax Allocation and Procedures Agreement***
10.3 Form of Transition Services Agreement***
10.4 Assumption Agreement among Ellen R. Marram, the Company,
Seagram and JES*
10.5 Employment Agreement between Gary M. Rodkin and the Company*
10.6 Employment Agreement between John T. Stofko and the Company*
10.7 Employment Agreement between Terry K. Danahy and the
Company*
10.8 Employment Agreement between Richard F. Hamm, Jr. and the
Company*
10.9 Tropicana Supplemental Retirement Income Plan*
10.10 Tropicana Products, Inc. 1998 Stock Incentive Plan***
10.11 Severance Pay Plan*
10.12 Severance and Change of Control Plan*
10.13 Management Incentive Plan***
10.14 Benefit Equalization Plan***
21.1 Subsidiaries of the Company***
23.1 Consent of Simpson Thacher & Bartlett (included on Exhibit
5)***
23.2 Consent of Independent Public Accountants**
24.1 Powers of Attorney (included on signature page hereto)*
27 Financial Data Schedule*
99.1 Consent of Person About to Become a Director for Donald S.
Perkins*
99.2 Consent of Person About to Become a Director for James E.
Preston*
99.3 Consent of Person About to Become a Director for Henry B.
Schacht*
</TABLE>

- ---------------
* Previously filed.

** Filed herewith.

*** To be filed by Amendment.

(b) Attached hereto are the following financial statement schedules:

None.

ITEM 17. UNDERTAKINGS.

The undersigned Registrant hereby undertakes to provide to the Underwriters
at the closing specified in the Underwriting Agreements certificates in such
denominations and registered in such names as required by the Underwriters to
permit prompt delivery to each purchaser.

II-3
<PAGE> 94

The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the Registrant pursuant to Rule 424(b) (1) or
(4) or 497 (h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

II-4
<PAGE> 95

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-1 and has duly caused this amendment to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in New York, New York on July 17, 1998.

TROPICANA PRODUCTS, INC.

By *
------------------------------------
Name: Ellen R. Marram, Chairman of
the Board,
Title: President and Chief
Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this amendment
to the Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.

<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<C> <S> <C>

* Chairman of the Board, President July 17, 1998
- --------------------------------------------------- and Chief Executive Officer
(Ellen R. Marram) (principal executive officer)

* Chief Financial Officer July 17, 1998
- --------------------------------------------------- (principal financial and
(John T. Stofko) accounting officer)

* Director July 17, 1998
- ---------------------------------------------------
(Edgar Bronfman, Jr.)

/s/ RICHARD F. HAMM, JR. Director July 17, 1998
- ---------------------------------------------------
(Richard F. Hamm, Jr.)

* Director July 17, 1998
- ---------------------------------------------------
(Daniel R. Paladino)

*RICHARD F. HAMM, JR.
- ---------------------------------------------------
(Attorney-in-Fact)
</TABLE>

II-5
<PAGE> 96

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- ------- ----------- ------
<S> <C> <C>
1.1 Form of Underwriting Agreement***
1.2 Form of International Underwriting Agreement***
3.1 Form of Amended and Restated Certificate of Incorporation of
the Company***
3.2 Form of Amended and Restated By-Laws of the Company***
4.1 Specimen certificate of the Company's Common Stock, par
value $.01 per share***
4.2 Rights Plan***
5.1 Opinion of Simpson Thacher & Bartlett regarding legality of
the common stock being registered***
10.1 Form of Separation Agreement***
10.2 Form of Tax Allocation and Procedures Agreement***
10.3 Form of Transition Services Agreement***
10.4 Assumption Agreement among Ellen R. Marram, the Company,
Seagram and JES*
10.5 Employment Agreement between Gary M. Rodkin and the Company*
10.6 Employment Agreement between John T. Stofko and the Company*
10.7 Employment Agreement between Terry K. Danahy and the
Company*
10.8 Employment Agreement between Richard F. Hamm, Jr. and the
Company*
10.9 Tropicana Supplemental Retirement Income Plan*
10.10 Tropicana Products, Inc. 1998 Stock Incentive Plan***
10.11 Severance Pay Plan*
10.12 Severance and Change of Control Plan*
10.13 Management Incentive Plan***
10.14 Benefit Equalization Plan***
21.1 Subsidiaries of the Company***
23.1 Consent of Simpson Thacher & Bartlett (included on Exhibit
5)***
23.2 Consent of Independent Public Accountants**
24.1 Powers of Attorney (included on signature page hereto)*
27 Financial Data Schedule*
99.1 Consent of Person About to Become a Director for Donald S.
Perkins*
99.2 Consent of Person About to Become a Director for James E.
Preston*
99.3 Consent of Person About to Become a Director for Henry B.
Schacht*
</TABLE>

- ---------------
* Previously filed.

** Filed herewith.

*** To be filed by Amendment.

<PAGE> 1

EXHIBIT 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form S-1 of our report dated June 12, 1998 relating to
the combined financial statements of Tropicana Products, Inc. as of December 28,
1997 and December 29, 1996 and for each of the three fiscal years in the period
ended December 28, 1997, which appears in such Prospectus. We also consent to
the references to us under the headings "Experts" and "Selected Combined
Historical Financial Data" in such Prospectus. However, it should be noted that
PricewaterhouseCoopers LLP has not prepared or certified such "Selected Combined
Historical Financial Data".

PricewaterhouseCoopers LLP

New York, New York
July 14, 1998