Gorges Quik to Fix Foods Inc – IPO: ‘424B3’ on 3/28/97

As of:  Friday, 3/28/97   ·   Accession #:  931763-97-420   ·   File #:  333-20155

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Initial Public Offering (IPO):  Prospectus   —   Rule 424(b)(3)
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 424B3       Prospectus                                           115    744K 

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                                                             FILED PURSUANT TO
                                                                RULE 424(b)(3)
                                                            FILE NO: 333-20155

PROSPECTUS                                                                      

GORGES/QUIK-TO-FIX FOODS, INC.  
                            OFFER TO EXCHANGE ITS                     [LOGO OF
             Filed pursuant to Rule 424(b)(3) File No. 333-20155     ORGES/QUIK-
           11 1/2% SENIOR SUBORDINATED NOTES DUE 2006, SERIES B       TO-FIX
         WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933   APPEARS
                        FOR ANY AND ALL OUTSTANDING                    HERE]
11 1/2% SENIOR SUBORDINATED NOTES DUE 2006  

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

EACH EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., EASTERN TIME, ON APRIL 28, 1997,  
UNLESS EXTENDED BY THE COMPANY IN ITS SOLE DISCRETION (THE "EXPIRATION DATE").  

Gorges/Quik-To-Fix Foods, Inc., a Delaware corporation (the "Company") and a
wholly owned subsidiary of Gorges Holding Corporation, a Delaware corporation   
("GHC"), hereby offers (the "Exchange Offer"), upon the terms and subject to    
the conditions set forth in this Prospectus (the "Prospectus") and the          
accompanying Letter of Transmittal (the "Letter of Transmittal"), to exchange   
up to $100,000,000 aggregate principal amount of its 11 1/2% Senior             
Subordinated Notes Due 2006, Series B (the "Exchange Notes") for equal          
principal amounts of its outstanding 11 1/2% Senior Subordinated Notes Due      
2006 (the "Senior Notes"). The Exchange Notes are substantially identical       
(including principal amount, interest rate, maturity and redemption rights) to  
the Senior Notes for which they may be exchanged pursuant to this offer,        
except that (i) the offering and sale of the Exchange Notes will have been      
registered under the Securities Act of 1933, as amended (the "Securities        
Act"), and (ii) holders of Exchange Notes will not be entitled to certain       
rights of holders of Senior Notes under a Registration Rights Agreement of the  
Company dated as of November 25, 1996 (as defined herein). The Senior Notes     
have been, and the Exchange Notes will be, issued under an Indenture dated as   
of November 25, 1996 (the "Indenture"), between the Company and IBJ Schroder    
Bank & Trust Company, as trustee (the "Trustee"). The Company will not receive  
any proceeds from this Exchange Offer; however, pursuant to the Registration    
Rights Agreement, the Company will bear certain offering expenses. See          
"Description of Notes" and "Senior Notes Registration Rights." The Senior       
Notes together with the Exchange Notes are referred to herein as the "Notes."   

The Exchange Notes will bear interest at the same rate and on the same terms
as the Senior Notes. Consequently, interest on the Exchange Notes will be       
payable semi-annually in arrears on June 1 and December 1 of each year,         
commencing June 1, 1997. The Exchange Notes will mature on December 1, 2006,    
and may be redeemed at the option of the Company, in whole or in part, on or    
after December 1, 2001, at the redemption prices set forth herein, plus         
accrued and unpaid interest thereon and Liquidated Damages (as defined          
herein), if any, to the applicable redemption date. Notwithstanding the         
foregoing, any time on or before December 1, 1999, the Company may redeem up    
to 35% of the original aggregate principal amount of the Notes with the net     
proceeds of a Public Equity Offering (as defined herein) at the redemption      
prices set forth herein, plus accrued and unpaid interest thereon and           
Liquidated Damages, if any, to the applicable redemption date. Upon a Change    
of Control (as defined herein), each holder of Notes will have the right to     
require the Company to repurchase all or any part of such holder's Notes at     
101% of the principal amount thereof, plus accrued and unpaid interest thereon  
and Liquidated Damages, if any, to the date of repurchase. See "Description of  
Notes."                                                                         

The Exchange Notes will be general unsecured obligations of the Company,    
subordinated in right of payment to all existing and future Senior              
Indebtedness (as defined herein) of the Company, which will include borrowings  
under the Credit Facilities (as defined herein). At December 28, 1996, the      
Company had $49.0 million of outstanding Senior Indebtedness. The terms of the  
Indenture will permit the Company to incur additional indebtedness, including   
additional Senior Indebtedness, subject to certain limitations. See "Risk       
Factors--Subordination of Exchange Notes" and "Description of Notes--Certain    
Covenants."                                                                     

The Company will accept for exchange any and all Senior Notes validly       
tendered by eligible holders and not withdrawn prior to 5:00 P.M. Eastern time  
on April 28, 1997, unless extended by the Company in its sole discretion to a   
date not later than May 12, 1997 (the "Expiration Date"). Tenders of Senior     
Notes may be withdrawn at any time prior to the Expiration Date. The Exchange   
Offer is subject to certain customary conditions. The Senior Notes may be       
tendered only in integral multiples of $1,000. See "The Exchange Offer."        

Each broker-dealer that receives Exchange Notes for its own account pursuant
to the Exchange Offer must acknowledge that it will deliver a prospectus in     
connection with any resale of such Exchange Notes. The Letter of Transmittal    
(as defined herein) provides that by so acknowledging and by delivering a       
prospectus, a broker-dealer will not be deemed to admit that it is an           
"underwriter" within the meaning of the Securities Act. This Prospectus, as it  
may be amended or supplemented from time-to-time, may be used by a broker-      
dealer in connection with resales of the Exchange Notes received in exchange    
for Senior Notes where such Senior Notes were acquired by such broker-dealer    
as a result of market-making activities or other trading activities. The        
Company has agreed that, beginning on the Expiration Date and ending on the     
close of business 180 days after the Expiration Date, it will make this         
Prospectus available to any broker-dealer for use in connection with any such   
resale. See "Explanatory Note," "The Exchange Offer--Terms of the Exchange"     
and "Plan of Distribution."                                                     

The Senior Notes are not listed on any securities exchange and are not      
traded on the National Association of Securities Dealers Automated Quotation    
System, Inc. ("Nasdaq"). The Senior Notes are traded through the National       
Association of Securities Dealers, Inc.'s ("NASD") PORTAL trading system under  
the symbol "GQTFNP06." The Company does not intend to list the Exchange Notes   
on any national securities exchange or to seek admission thereof to trading on  
Nasdaq. NationsBanc Capital Markets, Inc. has advised the Company that it has   
made a market in the Senior Notes, and that it may make a market in the Senior  
Notes and in the Exchange Notes; however, it is not obligated to do so and any  
market-making activity may be discontinued at any time. As a result, there is   
no assurance that an active public market will develop or continue for the      
Exchange Notes, and that the market, if any, that develops for its Exchange     
Notes will be similar to the limited market that currently exists for the       
Senior Notes. See "Risk Factors--Absence of Public Market for the Exchange      
Notes."                                                                         

Except as specifically requested by a holder on the Letter of Transmittal,  
the Exchange Notes will be issued only in the form of a Global Note (as         
defined herein). Beneficial interests in the Global Note representing the       
Exchange Note will be shown on, and transfers thereof will be effected          
through, records maintained by The Depository Trust Company and its             
participants. See "Explanatory Note."                                           

SEE "RISK FACTORS" BEGINNING ON PAGE 19 FOR A DISCUSSION OF CERTAIN FACTORS 
THAT SHOULD BE CONSIDERED BY INVESTORS WITH RESPECT TO THE SENIOR NOTES AND     
THE EXCHANGE NOTES.                                                             

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

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.                   

THE DATE OF THIS PROSPECTUS IS MARCH 28, 1997.  

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EXPLANATORY NOTE  

This Registration Statement covers $100,000,000 aggregate principal amount  
of 11 1/2% Senior Subordinated Notes Due 2006, Series B of the Company to be    
offered in exchange for equal principal amounts of the Company's outstanding    
11 1/2% Senior Subordinated Notes Due 2006. This Registration Statement is      
being filed to satisfy certain requirements of a Registration Rights Agreement  
dated as of November 25, 1996 between the Company and NationsBanc Capital       
Markets, Inc., as the initial purchaser (the "Initial Purchaser") of the        
Senior Notes (the "Registration Rights Agreement").                             

Based on interpretations by the staff of the Securities and Exchange        
Commission (the "SEC" or the "Commission") set forth in no-action letters       
issued to unrelated third parties, the Company believes that Exchange Notes     
issued pursuant to the Exchange Offer in exchange for Senior Notes may be       
offered for resale, resold and otherwise transferred by any holder thereof      
(other than any such holder which is (i) a broker-dealer that holds Notes       
acquired for its own account as a result of market-making or other trading      
activities, (ii) an "affiliate" of the Company within the meaning of Rule 405   
under the Securities Act or (iii) a broker-dealer that acquired Senior Notes    
directly from the Company) without compliance with the registration and         
prospectus delivery provisions of the Securities Act, provided that such        
Exchange Notes are acquired in the ordinary course of such holder's business    
and such holder has no arrangement or understanding with any person to          
participate in the distribution of such Exchange Notes.                         

The Company hereby notifies each holder of Senior Notes that any broker-    
dealer that holds Senior Notes acquired for its own account as a result of      
market-making activities or other trading activities and who receives Exchange  
Notes pursuant to the Exchange Offer may be a statutory underwriter, and must   
deliver a prospectus meeting the requirements of the Securities Act in          
connection with any resale of the Exchange Notes. Any broker-dealer that holds  
Senior Notes acquired for its own account as a result of market-making or       
other trading activities, acknowledges and agrees as a term of the Exchange     
Offer, that it will deliver a prospectus meeting the requirements of the        
Securities Act in connection with any resale of Exchange Notes received         
pursuant to the Exchange Offer. However, by so doing, the broker-dealer will    
not be deemed to admit that it is an "underwriter" within the meaning of the    
Securities Act. Such broker-dealer will also be deemed to represent and         
warrant to the Company that it is not participating in, and has no intent to    
participate in, any distribution of Exchange Notes, and has not entered into    
any arrangement or understanding with any person to distribute the Exchange     
Notes.                                                                          

In the event that any holder of Senior Notes is prohibited by law or any    
policy of the Commission from participating in the Exchange Offer or any        
holder may not resell the Exchange Notes without delivering a prospectus and    
the Prospectus contained in this Registration Statement is inappropriate or     
unavailable for such resales by such holder or if such holder is a broker-      
dealer and holds Senior Notes acquired directly from the Company or one of its  
affiliates, and such holder satisfies certain other requirements, the Company   
has agreed, pursuant to the Registration Rights Agreement, to file a            
registration statement in respect of such Exchange Notes and Senior Notes       
pursuant to Rule 415 under the Securities Act. See "Prospectus Summary--The     
Exchange Offer;" "The Exchange Offer;" and "Plan of Distribution."              

Any Senior Notes not tendered and accepted in the Exchange Offer will remain
outstanding. To the extent any Senior Notes are tendered and accepted in the    
Exchange Offer, a holder's ability to sell untendered and unregistered Senior   
Notes could be adversely affected. Following consummation of the Exchange       
Offer, the holders of Senior Notes will continue to be subject to the existing  
restrictions upon transfer thereof and the Company will have fulfilled certain  
of its obligations under the Registration Rights Agreement. Holders of Senior   
Notes who do not tender their Notes generally will not have any further         
registration rights under the Registration Rights Agreement or otherwise. See   
"Risk Factors--Consequences of Exchange and Failure to Exchange" and "The       
Exchange Offer."                                                                

The Company expects that similar to the Senior Notes, and except as         
specifically requested by a holder on the Letter of Transmittal, the Exchange   
Notes will be issued only in the form of a Global Note (as defined herein),     
which will be deposited with, or on behalf of, The Depository Trust Company     
(the "Depository") and                                                          

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registered in its name or in the name of the Depository's nominee, Cede & Co.   
Beneficial interests in the Global Note representing the Exchange Notes will    
be shown on, and transfers thereof will be effected through, records            
maintained by the Depository and its participants. After the initial issuance   
of the Global Note, Exchange Notes in certificated form may be issued in        
exchange for the Global Note on the terms and conditions set forth in the       
Indenture (as defined herein). See "Description of Notes--Book Entry, Delivery  
and Form."                                                                      

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 offering of the Exchange Notes, the Company will become subject   
to the informational requirements of the Exchange Act. So long as the Company   
is subject to the periodic reporting requirements of the Exchange Act, it is    
required to furnish the information required to be filed with the Commission    
to the Trustee and the holders of the Senior Notes and the Exchange Notes. The  
Company has agreed that, even if it is not required under the Exchange Act to   
furnish such information to the Commission, it will nonetheless continue to     
furnish information that would be required to be furnished by the Company by    
Section 13 of the Exchange Act to the Trustee and the holders of the Senior     
Notes or Exchange Notes as if it were subject to such periodic reporting        
requirements. See "Available Information."                                      

In addition, the Company has agreed that, for so long as any of the Senior  
Notes are "restricted securities" within the meaning of Rule 144(a)(3) under    
the Securities Act, it will make available to any prospective purchaser of the  
Senior Notes or holder of the Senior Notes upon the request of such             
prospective purchaser or holder the information required by Rule 144A(d)(4)     
under the Securities Act.                                                       

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AVAILABLE INFORMATION 

The Company has filed with the Commission a registration statement on Form  
S-1 (together with all amendments and exhibits thereto, the "Registration       
Statement") under the Securities Act with respect to the securities offered     
hereby. This Prospectus does not contain all of the information set forth in    
the Registration Statement and the exhibits and schedules thereto, as           
permitted by the rules and regulations of the Commission. For further           
information with respect to the Company, the Senior Notes and the Exchange      
Notes reference is hereby made to the Registration Statement, including the     
exhibits and schedules filed or incorporated as a part thereof. Statements      
contained herein concerning the provisions of any document are not necessarily  
complete and in each instance reference is made to the copy of the document     
filed as an exhibit or schedule to the Registration Statement. Each such        
statement is qualified in its entirety by reference to the copy of the          
applicable documents filed with the Commission. In addition, after              
effectiveness of the Registration Statement, the Company will file periodic     
reports and other information with the Commission under the Exchange Act. The   
Registration Statement, including the exhibits and schedules thereto, and the   
periodic reports and other information filed in connection therewith, may be    
inspected and copied at the public reference facilities maintained by the       
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the        
following Regional Offices of the Commission: Seven World Trade Center, New     
York, New York 10048 and Northwest Atrium Center, 500 West Madison Street,      
Suite 1400, Chicago, Illinois 60661-2511. Copies of such material can be        
obtained at prescribed rates from the Public Reference Section of the           
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. The Commission      
maintains a Web site that contains reports, proxy and information statements    
and other information regarding registrants that file electronically with the   
Commission. Such reports, proxy and information statements and other            
information may be found on the Commission's site address, http://www.sec.gov.  
Copies of such material also can be obtained from the Company upon request by   
writing to Gorges/Quik-to-Fix Foods, Inc., 9441 LBJ Freeway, Suite 214,         
Dallas, Texas 75243, Attention: President.                                      

SPECIAL CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS  

Certain of the matters discussed under the captions "Prospectus Summary;"   
"Risk Factors;" "Unaudited Pro Forma Financial Information;" "Management's      
Discussion and Analysis of Financial Condition and Results of Operations;"      
"Business" and elsewhere in this Prospectus may constitute forward-looking      
statements and as such may involve known and unknown risks, uncertainties and   
other factors which may cause the actual results, performance or achievements   
of the Company to be materially different from future results, performance or   
achievements expressed or implied by such forward-looking statements.           
Important factors that could cause the actual results, performance or           
achievements of the Company to differ materially from the Company's             
expectations are disclosed in this Prospectus ("Cautionary Statements"),        
including, without limitation, those statements made in conjunction with the    
forward-looking statements included under "Risk Factors" and otherwise herein.  
All written or oral forward-looking statements attributable to the Company are  
expressly qualified in their entirety by the Cautionary Statements.             

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TABLE OF CONTENTS 

                                                                [Download Table]

                                                                          PAGE
                                                                          ----
                                                                              
EXPLANATORY NOTE.........................................................   2 
AVAILABLE INFORMATION....................................................   4 
SPECIAL CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS...........   4 
PROSPECTUS SUMMARY.......................................................   6 
RISK FACTORS.............................................................  19 
USE OF PROCEEDS..........................................................  26 
THE ACQUISITION, FINANCING AND RELATED TRANSACTIONS......................  27 
CAPITALIZATION...........................................................  29 
UNAUDITED PRO FORMA FINANCIAL INFORMATION................................  30 
SELECTED FINANCIAL DATA..................................................  34 
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS       
 OF OPERATIONS...........................................................  35 
BUSINESS.................................................................  42 
MANAGEMENT...............................................................  51 
CERTAIN TRANSACTIONS.....................................................  53 
PRINCIPAL STOCKHOLDER....................................................  54 
THE EXCHANGE OFFER.......................................................  55 
DESCRIPTION OF NOTES.....................................................  63 
DESCRIPTION OF CREDIT FACILITIES.........................................  88 
CERTAIN FEDERAL INCOME TAX CONSIDERATIONS................................  91 
SENIOR NOTES REGISTRATION RIGHTS.........................................  93 
PLAN OF DISTRIBUTION.....................................................  94 
LEGAL MATTERS............................................................  95 
EXPERTS..................................................................  95 
INDEX TO FINANCIAL STATEMENTS............................................ F-1 

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PROSPECTUS SUMMARY

 The following summary information is qualified in its entirety by, and should
be read in conjunction with the more detailed information and financial data,   
including the notes thereto, appearing elsewhere in this Prospectus. Unless the 
context requires otherwise, as used herein, the "Company" refers to             
Gorges/Quik-to-Fix Foods, Inc. following the completion of the Transactions (as 
defined herein) and the processed beef operations of Tyson Foods, Inc. prior to 
the completion of the Transactions. Historically, the Company's fiscal year has 
ended on the Saturday closest to September 30, and references to particular     
fiscal years of the Company refer to the 12 months ended on the Saturday        
closest to September 30 of the year indicated. See the Financial Statements and 
the Notes thereto. Statements in this Prospectus regarding management's beliefs 
with respect to the Company's competitive position in the foodservice industry  
are based on management's extensive experience in the foodservice industry and  
independent sources which management believes are accurate and reliable.        

THE COMPANY 

Management believes the Company is a leading producer of value added        
processed beef products for the foodservice industry and is one of the few      
companies in this segment of the industry that markets and distributes          
nationally. The Company's products are marketed under the nationally recognized 
Quik-to-Fix and Gorges brand names, as well as the private labels of leading    
national foodservice distributors. The Company believes that its products are   
well positioned to take advantage of what it believes is a trend within the     
foodservice industry towards greater outsourcing of the food preparation        
process. For the fiscal year ended September 28, 1996, the Company had sales of 
$232.8 million.                                                                 

 The Company purchases fresh and frozen beef and, to a lesser extent, pork and
poultry, which it processes into a broad range of fully cooked and ready to     
cook products. The Company's two product categories are value added processed   
products ("value added products") and ground beef. Value added product          
offerings include (i) breaded beef items, such as country fried steak and beef  
fingers, (ii) charbroiled beef, such as fully cooked hamburger patties, fajita  
strips, meatballs, meatloaf and taco meat and (iii) other specialty products,   
such as fully cooked and ready to cook pork sausage, breaded pork and turkey,   
cubed steaks and Philly steak slices. Ground beef product offerings consist     
primarily of uncooked individually quick frozen ("IQF") hamburger patties. The  
Company's products are sold primarily to the foodservice industry, which        
encompasses all aspects of away-from-home food preparation, including           
commercial establishments such as fast food restaurants and family dining       
restaurants and non-commercial establishments such as healthcare providers,     
schools and corporations. The Company sells its products principally through    
broadline and specialty foodservice distributors.                               

 The Company acquired the Gorges/Quik-to-Fix Foods operations (the "Business")
of Tyson Foods, Inc. ("Tyson") on November 25, 1996 (the "Acquisition"). The    
Company's principal business objective is to build its higher margin value      
added business. Value added products address many of the concerns within the    
foodservice industry, including cost reduction, food safety and product quality 
and consistency. The Company also intends to utilize its ground beef            
manufacturing capabilities to target higher volume multi-unit accounts,         
especially where opportunities exist to cross-sell its higher margin value      
added products. Management believes that by operating as an integrated, stand   
alone enterprise, the Company will be better able to capitalize on its          
strengths and favorable industry trends, including the following.               

. Favorable Trends in the Foodservice Industry. Purchases of food prepared  
 away from home have grown consistently for over forty years and currently
 represent approximately 45% of total food purchases. Demand has risen due
to various demographic changes, including increases in personal         
disposable income, the increasing number of single-parent households and
the rising number of dual income families. Driven by the continuing     
consumer trend toward purchasing food prepared away from home, the      
foodservice industry is projected to grow at a nominal rate of 5.0% in  
1996, superior to the growth prospects of the food industry in general, 
according to Technomic Inc.                                             

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The Company believes that there is also an increasing trend within the    
foodservice industry toward outsourcing more of the food preparation      
process to reduce preparation costs and to ensure product safety, quality 
and consistency. The Company addresses these outsourcing needs by         
producing products that are precooked or ready to cook (e.g., breaded,    
portioned and seasoned) and require little "back-of-the-house"            
preparation.                                                              

. Strong Brand Names. The Gorges and Quik-to-Fix brands have been           
established for over 50 and 30 years, respectively. The Company believes
its charbroiled beef and country fried steak customers associate the    
Gorges and Quik-to-Fix brand names with products that are high quality, 
safe and reasonably priced. The Company intends to capitalize on this   
brand recognition to increase the market penetration of its breaded beef
and charbroiled beef products and to promote additional products under  
the Gorges and Quik-to-Fix brand names.                                 

. Focused Sales and Marketing Team. The Company's sales and marketing team  
 consists of 16 experienced professionals, most of whom worked with Gorges
Foodservice, Inc. ("Gorges, Inc.") or Quik-to-Fix Foods, Inc. ("Quik-to-
Fix, Inc.") prior to their acquisition by Tyson. Until May 1996, these  
 sales professionals marketed substantially all of the Tyson product line.
 With volume based incentives, sales were dominated by high volume chicken
products. The Company's sales force, now selling only the Company's     
product line, continues to be compensated based on sales volume and     
growth based incentive programs, all of which are tied to sales of the  
Company's predominantly beef based product lines.                       

. Extensive Foodservice Broker Network. Management believes that the        
 Company's extensive independent foodservice broker network, consisting of
51 brokers covering 49 states, is one of its most valuable assets. The  
brokers act as extensions of the Company's in-house sales force,        
providing sales and marketing support and an intensive sales effort     
 focused on the major foodservice distributors in each of their respective
regions. Management anticipates that the existing strong broker         
relationships will continue because of the revenue stream created by the
Company's products, the continuity of the Company's sales and marketing 
team and the increased responsiveness to broker and customer needs      
resulting from the Company's exclusive focus on its own products.       

. Strong and Diverse Customer Base. The Company has a strong and diverse    
customer base, anchored by 48 of the 50 largest broadline foodservice   
distributors. The Company's products are purchased by 28 of the 50      
largest multi-unit restaurant chains in the United States, including    
Shoney's, Chili's, Ponderosa and Cracker Barrel, as well as by          
 institutional customers such as Marriott Corporation and school districts
through the USDA Commodity Reprocessing Program. The Company's products 
are also purchased by wholesale club stores.                            

. Modern Facilities With Excess Capacity. The Company operates four modern  
 facilities using state-of-the-art equipment with capacity that will allow
significant volume increases without major additional capital           
expenditures. Until recently, several plants had duplicative            
 capabilities, creating production inefficiencies. During late fiscal 1995
 and the first half of fiscal 1996, Tyson reconfigured the facilities (the
"Reconfiguration"), significantly enhancing the operating efficiency of 
the facilities, increasing capacity and reducing the Company's overall  
labor expenditures. The Company believes the full benefits of the       
Reconfiguration will first be realized in fiscal 1997.                  

. Experienced and Focused Management Team. Prior to the Acquisition, the    
 Company's four plants operated primarily as independent facilities rather
 than as an integrated unit. Furthermore, strategic decisions were made by
corporate level managers whose principal focus was on Tyson's core      
poultry business. The Company is now operated by a team of managers     
almost all of whom have spent the majority of their careers in the beef 
 processing industry. Most members of the management team were employed by
Gorges, Inc., Quik-to-Fix, Inc. or Harker's, Inc. ("Harker's") prior to 
their acquisition by Tyson. The management team has developed valuable  
 industry relationships and has extensive experience in key aspects of the
Company's operations, including procurement, production, sales and      
marketing, research and development and distribution.                   

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Beef is the most consumed protein in the United States on the basis of      
boneless, per capita consumption. Although per capita beef consumption in the   
United States declined through the late 1980s as consumers became more          
concerned about the level of fat in their diet, the beef industry has taken     
steps to maintain beef as the nation's number one protein. Beef is now leaner   
than ever, with the average cut of beef 27% leaner than in 1985, due to closer  
trimming of fat, new leaner cuts of beef and the use of leaner cattle.          
According to the National Livestock and Meat Board, U.S. beef consumption is    
projected to be 65.2 boneless pounds per capita in 1996, up slightly from 64.1  
pounds in 1990 and representing 32.5% of projected total meat consumption.      
Furthermore, according to the Beef Industry Council, within the foodservice     
industry, beef consumption increased from 6.22 billion beef servings in         
commercial restaurants in 1991 to 6.68 billion servings in 1994, a 7.4%         
increase.                                                                       

In fiscal 1996, the Company's sales decreased to $232.8 million from $304.5 
million in fiscal 1995, primarily reflecting (i) the Company's decision to      
discontinue production of frozen portion-controlled steak products resulting in 
a decrease in sales of $24.7 million, (ii) the completion of a temporary        
contract to supply IQF hamburger patties to a national fast food chain (the     
"IQF Contract") related to a product promotion by the chain resulting in a      
decrease in sales of $21.2 million and (iii) decreases in selling prices for    
certain of the Company's products as a result of lower raw materials prices.    
See "Selected Financial Data" and "Management's Discussion and Analysis of      
Financial Condition and Results of Operations."                                 

THE ACQUISITION, FINANCING AND RELATED TRANSACTIONS 

On November 25, 1996, the Company acquired the Business (the "Acquisition   
Closing"). The purchase price for the Acquisition was $184.3 million (the "Cash 
Consideration"). The Company assumed no liabilities or obligations of Tyson     
associated with the Business, other than future obligations under non-binding   
executory contracts of the Business, such as agreements to purchase inventory   
or to supply products, accrued vacation pay and certain property tax            
obligations. Tyson agreed to indemnify the Company for any and all liabilities  
and obligations relating to the Business prior to the Acquisition Closing,      
other than the aforementioned liabilities assumed by the Company. In addition,  
the Company and Tyson agreed, subject to certain exceptions and limitations,    
not to compete with each other in the production and/or sale of beef and pork   
products, in the case of Tyson, or certain poultry products, in the case of the 
Company, for a period of two years from the Acquisition Closing. Pursuant to a  
Transition Services Agreement (the "Transition Services Agreement"), Tyson      
currently is providing certain services to the Company with respect to the      
operation of the Business, such as computer processing services, and will       
continue to provide such services for up to twelve months after the Acquisition 
Closing. Such services will be provided at no cost to the Company for the first 
six months. Thereafter, the Company will pay Tyson $120,000 per month for       
services rendered under the Transition Services Agreement. It is the Company's  
current intention to begin providing such services for itself within six months 
following the Acquisition Closing or as soon thereafter as practicable. See     
"The Acquisition, Financing and Related Transactions."                          

In connection with the establishment of its administrative structure, the   
Company is in the process of hiring employees for its headquarters, making      
certain capital expenditures and leasing additional facilities. Management      
estimates that the Company's fiscal 1997 stand-alone general and administrative 
expenses will be approximately $3.4 million. Capital expenditures of            
approximately $2.0 million, principally for computer equipment and software, as 
well as office furniture, fixtures and equipment, will be required in fiscal    
1997 to establish the Company's administrative structure. Additionally, the     
Company has leased office space for its headquarters. The Company expects total 
fiscal 1997 capital expenditures to be approximately $4.4 million, primarily    
related to capital maintenance of current facilities and equipment and the      
purchase of the computer equipment and software. The Company expects the        
aggregate capital cost of implementing operations separate from Tyson will be   
approximately $2.0 million, all of which will be incurred during fiscal 1997.   
See "Risk Factors--Lack of Operating History" and "Management's Discussion and  
Analysis of Financial Condition and Results of Operations--Liquidity and        
Capital Resources."                                                             

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The $184.3 purchase price for the Acquisition, together with approximately  
$9.5 million of related fees and expenses (of which $900,000 has been allocated 
to the Equity Private Placement (as defined herein)), was financed (the         
"Financing") with the proceeds of: (i) the offering of the Senior Notes; (ii)   
the borrowing of $40.0 million pursuant to a term loan (the "Term Loan          
Facility") and the borrowing of $8.0 million under a $30.0 million revolving    
credit facility (the "Revolving Credit Facility" and, together with the Term    
Loan Facility, the "Credit Facilities"); and (iii) an equity contribution by    
GHC of $45.0 million. The Acquisition, Financing and related transactions are   
referred to herein as the "Transactions."                                       

CERTAIN TRANSACTIONS

 At the Acquisition Closing, CGW Southeast III, L.L.C. (the "General Partner")
entered into a consulting agreement (the "Consulting Agreement") with the       
Company whereby the Company will pay the General Partner a monthly retainer fee 
of $30,000 for financial and management consulting services. The General        
Partner may also receive additional compensation (not to exceed an aggregate of 
$500,000 annually) if approved by the Board of Directors of the Company at the  
end of the Company's fiscal year, based upon the overall performance of the     
Company. The Consulting Agreement expires five years from the Acquisition       
Closing. At the Acquisition Closing, the General Partner delegated its rights   
and obligations under the Consulting Agreement to CGW Southeast Management III, 
L.L.C. (the "Management Company"), an affiliate of CGW Southeast Partners III,  
L.P. ("CGW").                                                                   

At the Acquisition Closing, the Company paid to the Management Company, an  
affiliate of CGW, a fee of $2.65 million for its services in assisting the      
Company in structuring and negotiating the Transactions.                        

The Company believes that the terms and conditions of the Consulting        
Agreement, the fees paid to the General Partner thereunder and the fees paid to 
the Management Company are consistent with arms-length transactions with        
unaffiliated parties. In addition, the terms and conditions of the Credit       
Agreement and the Indenture restrict the Company's ability to enter into        
certain transactions with Affiliates. See "Certain Transactions" and            
"Description of Notes--Certain Transactions--Transactions with Affiliates."     

 NationsBank of Texas, N.A. (the "Bank"), an affiliate of NBIC and the Initial
Purchaser, was paid usual and customary fees of approximately $1.5 million for  
underwriting, structuring, syndicating and administering the Credit Facilities. 
The Initial Purchaser received a portion of the fees related to underwriting,   
structuring and syndicating the Credit Facilities. The Initial Purchaser        
received $3.0 million in discounts and commissions in connection with the       
Initial Offering. See "Description of Credit Facilities."                       

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THE EXCHANGE OFFER

Securities Offered..........  $100 million aggregate principal amount of 11     
                          1/2% Senior Subordinated Notes Due December 1,
2006, Series B.     

The Exchange Offer..........  $1,000 principal amount of the Exchange Notes in  
                        exchange for each $1,000 principal amount of
                           Senior Notes. As of the date hereof, all of the
                          aggregate principal amount of Senior Notes are
                            outstanding. The Company will issue the Exchange
                          Notes to eligible holders on or promptly after
                      the Expiration Date of the Exchange Offer.

                        Based on interpretations by the staff of the
                            Commission set forth in no-action letters issued
                            to unrelated third parties, the Company believes
                      that Exchange Notes issued pursuant to the
                           Exchange Offer in exchange for Senior Notes may
                       be offered for resale, resold and otherwise
                             transferred by any holder thereof (other than any
                          holder which is (i) a broker-dealer that holds
                             Notes acquired for its own account as a result of
                      market-making or other trading activities,
                         (ii) an "affiliate" of the Company within the
                           meaning of Rule 405 under the Securities Act or
                            (iii) a broker-dealer that acquired Senior Notes
                         directly from the Company) without compliance
                         with the registration and prospectus delivery
                           provisions of the Securities Act, provided that
                            such Exchange Notes are acquired in the ordinary
                          course of such holder's business and that such
                            holder does not intend to participate and has no
                           arrangement or understanding with any person to
                          participate in a distribution of such Exchange
Notes.              

                           Each broker-dealer that receives Exchange Notes
                        for its own account pursuant to the Exchange
                         Offer may be a statutory underwriter and must
                            acknowledge that it will deliver a prospectus in
                       connection with any resale of such Exchange
                           Notes. The Letter of Transmittal states that by
                            so acknowledging and by delivering a prospectus,
                            a broker-dealer will not be deemed to admit that
                            it is an "underwriter" within the meaning of the
                         Securities Act. This Prospectus, as it may be
                             amended or supplemented from to time, may be used
                       for 180 days after the Expiration Date by a
                       broker-dealer in connection with resales of
                          Exchange Notes received in exchange for Senior
                          Notes where such Senior Notes were acquired by
                           such broker-dealer as a result of market-making
                       activities or other trading activities. The
                            Company has agreed that for a period of 180 days
                        after the Expiration Date, it will make this
                             Prospectus available to any broker-dealer for use
                            in connection with any such resale. See "Plan of
Distribution."      

                             Any holder who is an affiliate of the Company and
                        any person who intends to participate, or is
                            participating, in a distribution of the Exchange
                           Notes, will not be able to rely on the position
of the staff        

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                         of the Commission enunciated in Exxon Capital
                          Holdings Corporation (available May 13, 1988),
                         Morgan Stanley & Co., Inc. (available June 5,
                             1991), and Shearman & Sterling (available July 2,
                          1993) or similar no-action letters and, in the
                          absence of an exemption therefrom, must comply
                         with the registration and prospectus delivery
                            requirements of the Securities Act in connection
                             with the resale of the Exchange Notes. Failure to
                          comply with such requirements in such instance
                         may result in such holder incurring liability
                         under the Securities Act for which the holder
                   will not be indemnified by the Company.

Expiration Date.............  5:00 p.m., Eastern Time, on April 28, 1997,       
                        unless the Exchange Offer is extended by the
                        Company in its sole discretion to a date not
                           later than May 12, 1997, in which case the term
                            "Expiration Date" means the latest date and time
                    to which the Exchange Offer is extended.

Conditions to the Exchange    The Exchange Offer is subject to certain          
Offer......................  customary conditions, which may be waived, to the
                             extent permitted by law, by the Company. See "The
                             Exchange Offer--Terms of the Exchange" and "--How
to Tender."         

Procedures for Tendering      Each eligible holder of Senior Notes wishing to   
Notes......................  accept the Exchange Offer must complete, sign and
                             date the accompanying Letter of Transmittal, or a
                     facsimile thereof, in accordance with the
                          instructions contained herein and therein, and
                    mail or otherwise deliver such Letter of
                             Transmittal, or such facsimile, together with the
                             Senior Notes and any other required documentation
                            to the Exchange Agent (as defined herein) at the
                           address set forth in the Letter of Transmittal.
                        By executing the Letter of Transmittal, each
                            holder will represent to the Company that, among
                            other things, the holder or the person receiving
                           such Exchange Notes, whether or not such person
                             is the holder, is acquiring the Exchange Notes in
                            the ordinary course of business and that neither
                        the holder nor any such other person has any
                           arrangement or understanding with any person to
                            participate in the distribution of such Exchange
                       Notes, that neither the holder nor any such
                           person is an "affiliate" (as defined under Rule
                             405 of the Securities Act) of the Company, and if
                         such holder is a broker-dealer that holds the
                        Senior Notes as a result of market-making or
                       other trading activities, it will deliver a
                      prospectus meeting the requirements of the
                            Securities Act in connection with any resales of
                            the Exchange Notes. In lieu of physical delivery
                          of the certificates representing Senior Notes,
                       tendering holders may transfer Senior Notes
                             pursuant to the procedure for book-entry transfer
                          as set forth under "The Exchange Offer--How to
Tender."            

Special Procedures for                                                          
Beneficial Owners..........  Any beneficial owner whose Senior Notes are held 
                            in book-entry form or are registered in the name
                       of a broker, dealer, commercial bank, trust
                      company or other nominee and who wishes to
exchange            
                           such Senior Notes for the Exchange Notes should
contact such        

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                        registered holder promptly and instruct such
                            registered holder to tender the Senior Notes for
                           exchange on such beneficial owner's behalf. See
                "The Exchange Offer--How to Tender."

Guaranteed Delivery                                                             
Procedures.................  Holders of Senior Notes who wish to tender their 
                       Senior Notes and whose Senior Notes are not
                             immediately available or who cannot deliver their
                          Senior Notes, the Letter of Transmittal or any
                     other documents required by the Letter of
                             Transmittal to the Exchange Agent (or comply with
                            the procedures for book-entry transfer) prior to
                        the Expiration Date must tender their Senior
                      Notes according to the guaranteed delivery
                            procedures set forth in "The Exchange Offer--How
                       to Tender--Guaranteed Delivery Procedures."

Withdrawal Rights...........  Tenders may be withdrawn at any time prior to     
                           5:00 p.m., Eastern Time, on the Expiration Date
                           pursuant to the procedures described under "The
               Exchange Offer--Withdrawal Rights."

Acceptance of Notes and                                                         
Delivery of Exchange         The Company will accept for exchange any and all 
Notes......................  Senior Notes that are properly tendered in the   
                            Exchange Offer, and not withdrawn, prior to 5:00
                           p.m., Eastern Time, on the Expiration Date. The
                          Exchange Notes issued pursuant to the Exchange
                   Offer will be delivered on the earliest
                           practicable date following the Expiration Date.
                            See "The Exchange Offer--Terms of the Exchange."

Federal Income Tax                                                              
Consequences...............  The issuance of the Exchange Notes to holders of 
                            the Senior Notes pursuant to the terms set forth
                       in this Prospectus should not constitute an
                     exchange for federal income tax purposes.
                   Consequently, no gain or loss should be
                          recognized by holders of the Senior Notes upon
                       receipt of the Exchange Notes. See "Certain
               Federal Income Tax Considerations."

Effect on holders of the      As a result of the making of this Exchange Offer, 
Senior Notes...............  the Company will have fulfilled certain of its   
                     obligations under the Registration Rights
                             Agreement, and holders of Senior Notes who do not
                             tender their Senior Notes will generally not have
                     any further registration rights under the
                            Registration Rights Agreement or otherwise. Such
                        holders will continue to hold the untendered
                        Senior Notes and will be entitled to all the
                      rights and subject to all the limitations,
including,          
                      without limitation, transfer restrictions,
                           applicable thereto under the Indenture dated as
                           of November 25, 1996 (the "Indenture"), between
                     the Company and IBJ Schroder Bank & Trust
                          Company, as trustee (the "Trustee"), except to
                           the extent such rights or limitations, by their
                     terms, terminate or cease to have further
                            effectiveness as a result of the Exchange Offer.
                             Accordingly, if any Senior Notes are tendered and
                       accepted in the Exchange Offer, the trading
                           market, if any, for the untendered Senior Notes
        could be adversely affected.

Exchange Agent..............                                                    
                           IBJ Schroder Bank & Trust Company is serving as
                      exchange agent (the "Exchange Agent") with
        respect to the Senior Notes.

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SUMMARY OF TERMS OF EXCHANGE NOTES

The form and terms of the Exchange Notes are substantially identical to the 
form and terms of the Senior Notes which they replace except that (i) the       
Exchange Notes have been registered under the Securities Act and, therefore,    
will not bear legends restricting the transfer thereof and (ii) the holders of  
Exchange Notes generally will not be entitled to further registration rights    
under the Registration Rights Agreement, which rights generally will have been  
satisfied when the Exchange Offer is consummated. The Exchange Notes will       
evidence the same indebtedness as the Senior Notes which they replace and will  
be issued under, and be entitled to the benefits of the Indenture. See          
"Description of Notes."                                                         

Maturity Date...............  December 1, 2006                                  

Interest Payment Dates......  June 1 and December 1, commencing June 1, 1997.   

Subordination...............  The Exchange Notes will be general unsecured      
                             obligations of the Company, subordinated in right
                        of payment to all existing and future Senior
                           Indebtedness of the Company, which will include
                      borrowings under the Credit Facilities. At
                 December 28, 1996, as a result of the
                            Transactions and additional borrowings under the
                        Credit Facilities to finance working capital
                   needs, the Company had $49.0 million of
                             outstanding Senior Indebtedness, which would rank
                        senior in right of payment to the Notes. See
                  "Description of Notes--Subordination."

Optional Redemption.........  On or after December 1, 2001, the Company may     
                           redeem the Exchange Notes, in whole or in part,
                           at the redemption prices set forth herein, plus
                   accrued and unpaid interest thereon and
                         Liquidated Damages, if any, to the applicable
                           redemption date. Notwithstanding the foregoing,
                       any time on or before December 1, 1999, the
                        Company may redeem up to 35% of the original
                            aggregate principal amount of the Notes with the
                        net proceeds of a Public Equity Offering (as
                        defined herein) at the redemption prices set
                          forth herein, plus accrued and unpaid interest
                          thereon and Liquidated Damages, if any, to the
                        applicable redemption date, provided that at
                         least 65% of the original aggregate principal
                   amount of the Notes remains outstanding
              immediately after such redemption.

Mandatory Redemption........  None, except at maturity on December 1, 2006.     

Change in Control...........  Upon a Change in Control (as defined herein),     
                          each holder will have the right to require the
                         Company to repurchase all or any part of such
                            holder's Exchange Notes at 101% of the principal
                            amount thereof, plus accrued and unpaid interest
                          thereon and Liquidated Damages, if any, to the
                    date of repurchase. The Credit Agreement
                    prohibits the Company from purchasing or
                         redeeming the Exchange Notes upon a Change of
                            Control. The Credit Agreement also prohibits the
                          prepayment or redemption of the Exchange Notes
                       for any other reason except with respect to
                           certain prepayments from the net proceeds of an
                        initial Public Equity Offering. Accordingly,
                            prior to any repurchase of Exchange Notes upon a
                            Change of Control, the Company would be required
   to either (i) repay all

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                          outstanding Senior Indebtedness or (ii) obtain
                             the requisite consents, if any, of the holders of
                         outstanding Senior Indebtedness to permit the
                            repurchase of Exchange Notes upon such Change of
                     Control. The source of funds for any such
                           repurchase will be the Company's available cash
                     or cash generated from operating or other
                             sources, including borrowings, sales of equity or
                       funds provided by a new controlling person.
                   However, there can be no assurance that
                             sufficient funds will be available at the time of
                      any Change of Control to make any required
                  repurchases of Notes tendered, or that
                            restrictions in the Credit Facilities will allow
                             the Company to make such required repurchases. If
                            the Company is unable or otherwise fails to make
                           any required repurchases of Notes upon a Change
                        in Control, the Trustee or the holders of at
                             least 25% in aggregate principal amount of all of
                          the then outstanding Notes may declare all the
                        Notes to be due and payable immediately. See
                            "Description of Notes--Certain Covenants--Events
     of Default and Remedies."

                            A "change of control" under the Credit Agreement
                       may, but does not necessarily, constitute a
                  Change of Control under the Indenture.
                     Conversely, a Change of Control under the
                            Indenture would constitute a "change in control"
                       under the Credit Agreement and therefore an
                          "event of default" under the Credit Agreement.
                           The following events would constitute a "change
                          of control" under the Credit Agreement without
                             necessarily causing a Change of Control under the
                     Indenture: (i) prior to an initial public
                           offering (a) the failure of GHC to own directly
                           all of the issued and outstanding capital stock
                         of the Company, (b) the failure of CGW to own
                             directly a larger percentage of the capital stock
                       of GHC than NationsBanc Investment Corp. or
                        Mellon Bank, N.A., as trustee of First Plaza
                      Group Trust, a General Motors Pension Plan
                           ("FPGT"), (c) the failure of CGW, NBIC and FPGT
                             own directly at least 51% of the capital stock of
                         GHC, and (d) any person other than members of
                            CGW, NBIC and FPGT or two or more persons acting
                          in concert other than members of CGW, NBIC and
                          FPGT acquire beneficial ownership, directly or
                     indirectly, of, or acquire by contract or
                  otherwise, or enter into a contract or
                            arrangement that, upon consummation, will result
                             in its or their acquisition of, control over, 35%
                         or more of the capital stock of GHC; and (ii)
                            after an initial public offering (a) the failure
                          of CGW, NBIC and FPGT to own directly at least
                          51% of the capital stock of the Company or GHC
                             that was issued and outstanding immediately prior
                           to giving effect to the initial public offering
                        and (b) the failure of CGW to own directly a
                         larger percentage of the capital stock of the
                          Company or GHC that was issued and outstanding
                             immediately prior to giving effect to the initial
              public offering than NBIC or FPGT.

                           Under the Indenture upon the occurrence of such
                             an "event of default" under the Credit Agreement,
                        the lenders thereunder would be permitted to
                      accelerate the entire amount of the Senior
                        Indebtedness and any such acceleration would
                    constitute an Event of Default under the
                          Indenture. In addition, the Indenture contains
                           cross-default and cross-acceleration provisions
relating to other   

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                      Indebtedness (as defined herein) for money
                            borrowed by the Company or its Subsidiaries. The
                       Indenture provides that the occurrence of a
                             default by the Company or any of its subsidiaries
                             for failure to make certain payments of principal
                         (in certain threshold amounts ) in respect of
                           Indebtedness for money borrowed will constitute
                       an Event of Default under the Indenture. In
                            addition, a default by the Company or any of its
                             subsidiaries in respect of Indebtedness for money
                         borrowed (in certain threshold amounts) which
                            results in the acceleration of such Indebtedness
                   prior to its express maturity date will
                    constitute an Event of Default under the
                           Indenture. The threshold amounts are met if the
                             principal of such Indebtedness, together with the
                           principal amount of any other such Indebtedness
                           as to which there has been a payment default or
                          the maturity of which has been so accelerated,
                     exceeds $10,000,000 in the aggregate. See
                          "Description of Notes--Repurchase at Option of
                            Holder;" "--Certain Covenants--Events of Default
                 and Remedies;" "Description of Credit
                    Facilities--Events of Default" and "Risk
                          Factors--Restrictions on Ability to Consummate
     Initial Public Offering."

Asset Sale..................  The Company is required to purchase certain       
                            Exchange Notes upon the consummation of an Asset
                    Sale(s) (as defined herein) in which the
                           aggregate amount of Excess Proceeds (as defined
                          herein) exceeds $5.0 Million. Under the Credit
                     Agreement, the Company is prohibited from
                             purchasing or redeeming any of the Exchange Notes
                           as a result of an Asset Sale. The obligation of
                             the Company to purchase certain Exchange Notes as
                           a result of an Asset Sale is further subject to
                         the subordination provisions contained in the
                           Indenture. Accordingly, prior to any repurchase
                           of Exchange Notes as a result of an Asset Sale,
                             the Company would be required to either (i) repay
                       all outstanding Senior Indebtedness or (ii)
                         obtain the requisite consents, if any, of the
                         holders of outstanding Senior Indebtedness to
                        permit the repurchase of Exchange Notes as a
                          result of such Asset Sale. See "Description of
                    Notes--Repurchase at Option of Holders."

Covenants...................  The Indenture pursuant to which the Exchange      
                       Notes will be issued restricts, among other
                             things, the Company's ability to incur additional
                             indebtedness, pay dividends or make certain other
                           restricted payments, incur liens to secure pari
                             passu or subordinated indebtedness, engage in any
                         sale and leaseback transaction, sell stock of
                         subsidiaries, apply net proceeds from certain
                            asset sales, merge or lease, convey or otherwise
                             dispose of substantially all of the assets of the
                         Company, enter into certain transactions with
                    affiliates or incur indebtedness that is
                         subordinate in right of payment to any Senior
                          Indebtedness and senior in right of payment to
                           the Exchange Notes. See "Description of Notes--
Certain Covenants." 

Exchange Offer;               If (i) the Exchange Offer is not permitted by     
Registration Rights........  applicable law or (ii) any holder of Notes       
                             notifies the Company that (A) it is prohibited by
                          law or Commission policy from participating in
                         the Exchange Offer, (B) it may not resell the
                         Exchange Notes acquired by it in the Exchange
                    Offer to the public without delivering a

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                             prospectus and this Prospectus is not appropriate
                        or available for such resales or (C) it is a
                         broker-dealer and holds Senior Notes acquired
                            directly from the Company or an affiliate of the
                       Company, and such holders timely notify the
                      Company of such facts, the Company will be
                    required to provide a shelf registration
                             statement (the "Shelf Registration Statement") to
                     cover resales of the Notes by the holders
                          thereof. If the Company fails to satisfy these
                            registration obligations, it will be required to
                            pay liquidated damages ("Liquidated Damages") to
               such holders of Notes under certain
                         circumstances. See "Senior Notes Registration
Rights"             
                    certain circumstances. See "Senior Notes
Registration Rights"

Limitation on Liability.....  No director, officer, employee, incorporator or   
                           stockholder of the Company, as such, shall have
                            any liability for any obligations of the Company
                             under the Exchange Notes or the Indenture for any
                           claim based on, in respect of, or by reason of,
                   such obligations or their creation. See
                             "Description of Notes--No Personal Liabilities of
                             Directors, Officers, Employees and Stockholders."

RISK FACTORS

See "Risk Factors" as well as other information and data included in this   
Prospectus for a discussion of certain factors that should be considered in     
evaluating the Exchange Offer and an investment in the Notes.                   

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SUMMARY HISTORICAL AND PRO FORMA FINANCIAL DATA 

The following table presents (i) summary selected historical financial      
information of the Business, as of the dates and for the periods indicated, and 
(ii) summary pro forma financial information of the Company, as of the date and 
for the period indicated, adjusted for the completion of the Acquisition, the   
application of the net proceeds of the Financing and the events described in    
"Unaudited Pro Forma Financial Information." The historical financial           
information for each of the three years in the period ended September 28, 1996  
has been derived from the Business' financial statements, which have been       
audited by Ernst & Young LLP. The historical financial information for each of  
the two years in the period ended October 2, 1993 has been derived from         
unaudited financial statements and, in the opinion of management, includes all  
adjustments (consisting of normal recurring accruals) necessary for a fair      
presentation of results of operations for these periods. The summary pro forma  
financial information does not purport to represent what the Company's results  
of operations would have been if such events had occurred at the dates          
indicated, nor does such information purport to project the results of the      
Company for any future period. The summary financial information should be read 
in conjunction with "Unaudited Pro Forma Financial Information," "Management's  
Discussion and Analysis of Financial Condition and Results of Operations" and   
the Financial Statements and the Notes thereto included elsewhere in this       
Prospectus.                                                                     

                                                        [Enlarge/Download Table]

                                                                                                                   THE COMPANY      
                                                                                                           -------------------------
                                                                                               THE BUSINESS                         
                                                                                                HISTORICAL   HISTORICAL   PRO FORMA 
                                                                                              ------------ ------------ ------------
                                                                                  THE COMPANY                                       
                                                                                   PRO FORMA                                        
                                      THE BUSINESS HISTORICAL                     FISCAL YEAR    8 WEEKS      5 WEEKS      13 WEEKS 
                                         FISCAL YEAR ENDED                           ENDED        ENDED        ENDED        ENDED   
                   ------------------------------------------------------------ ------------- ------------ ------------ ------------
                   OCTOBER 3, OCTOBER 2, OCTOBER 1, SEPTEMBER 30, SEPTEMBER 28, SEPTEMBER 28, NOVEMBER 25, DECEMBER 28, DECEMBER 28,
                       1992       1993       1994        1995          1996          1996          1996         1996         1996   
                   ---------- ---------- ---------- ------------- ------------- ------------- ------------ ------------ ------------
                                                                   (DOLLARS IN THOUSANDS)                                           
                                                                                                                                    
INCOME STATEMENT DATA:                                                                                                              
Sales............    $295,835   $294,468   $331,969    $304,474      $232,761      $234,921      $31,966     $  17,118    $  49,084 
Cost of goods                                                                                                                       
 sold............     252,544    246,630    278,600     250,787       189,559       189,273       25,917        14,445       40,992 
                     --------   --------   --------    --------      --------      --------      -------     ---------    --------- 
 Gross profit....      43,291     47,838     53,369      53,687        43,202        45,648        6,049         2,673        8,092 
Selling, general                                                                                                                    
 and                                                                                                                                
 administrative....    25,066     30,768     33,880      31,514        26,414        26,774        4,153         1,659        5,867 
Amortization.....       1,239      1,239      1,528       1,624         1,624         2,782          250           287          638 
Plant reloca-                                                                                                                       
 tion............         --         --         --        1,036           --            --           --            --           --  
                     --------   --------   --------    --------      --------      --------      -------     ---------    --------- 
 Total operating                                                                                                                    
  expenses.......      26,305     32,007     35,408      34,174        28,038        29,556        4,403         1,946        6,505 
                     --------   --------   --------    --------      --------      --------      -------     ---------    --------- 
Operating in-                                                                                                                       
 come............      16,986     15,831     17,961      19,513        15,164        16,092        1,646           727        1,587 
Interest ex-                                                                                                                        
 pense...........         --         --         --          --            --         17,428          --          1,538        4,227 
Other expenses...         --         --           4         678           796           796                                         
                     --------   --------   --------    --------      --------      --------      -------     ---------    --------- 
Earnings before                                                                                                                     
 taxes on in-                                                                                                                       
 come............      16,986     15,831     17,957      18,835        14,368        (2,132)       1,646          (811)     (2,640) 
Provision for in-                                                                                                                   
 come taxes......       7,134      6,649      7,508       7,931         6,205           --           731           --           --  
                     --------   --------   --------    --------      --------      --------      -------     ---------    --------- 
 Net income......    $  9,852   $  9,182   $ 10,449    $ 10,904      $  8,163      $ (2,132)     $   915     $    (811)   $  (2,640)
                     ========   ========   ========    ========      ========      ========      =======     =========    ========= 
OTHER DATA:                                                                                                                         
EBITDA, as                                                                                                                          
 defined(1)......    $ 26,118   $ 24,909   $ 28,579    $ 29,877      $ 24,080      $ 27,740        2,238         1,696        4,442 
Cash provided by                                                                                                                    
 operating                                                                                                                          
 activities(2)...         --         --      16,724      21,107        15,895         8,332          962          (380)         660 
Cash provided by                                                                                                                    
 (used for)                                                                                                                         
 investing                                                                                                                          
 activities(2)...         --         --     (39,773)      2,510          (609)         (609)        (141)     (184,744)    (184,885)
Cash provided by                                                                                                                    
 (used for)                                                                                                                         
 financing                                                                                                                          
 activities(2)...         --         --      23,075     (23,637)      (15,286)       (7,723)        (821)      185,139      184,240 
Ratio of Earnings                                                                                                                   
 to fixed                                                                                                                           
 charges(3)......                                                       958.9x          0.9x       716.7x          0.5x         0.4x
Capital                                                                                                                             
 expenditures....       4,600      3,300      6,580       2,792           735           735          141           395          395 
Cost of goods                                                                                                                       
 sold as a % of                                                                                                                     
 sales...........        85.4%      83.8%      83.9%       82.4%         81.4%         80.6%        81.1%         84.4%        83.5%
Selling and                                                                                                                         
 general and                                                                                                                        
 administrative                                                                                                                     
 expenses as a %                                                                                                                    
 of sales........         8.5%      10.4%      10.2%       10.4%         11.3%         11.4%        13.0%          9.7%        12.0%

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                                                                [Download Table]

                                                           AT DECEMBER 28, 1996 
                                                          ----------------------
                                                          THE COMPANY HISTORICAL
                                                          ----------------------
                                                          (DOLLARS IN THOUSANDS)
                                                                                
BALANCE SHEET AND OTHER DATA:                                                   
Working capital..........................................        $ 25,921       
Total assets.............................................         204,077       
Total liabilities........................................         159,888       
Total liabilities and stockholders' equity...............         204,077       

-------                                                                         
(1) EBITDA, as defined represents the sum of income before interest expense and 
provision for income taxes, plus depreciation, amortization and other   
expenses, which consist of losses on dispositions of property, plant and
equipment. EBITDA should not be construed as a substitute for operating 
 income, net income or cash flow from operating activities for purposes of
  analyzing the Company's operating performance, financial position and cash
flows. The Company has presented EBITDA because it is commonly used by  
investors to analyze and compare companies on the basis of operating    
performance and to determine a company's ability to service debt.       
EBITDA as defined herein is calculated as follows:                          

                                                        [Enlarge/Download Table]

                                                                                               THE                      
                                                                                             BUSINESS                   
                                                                                            HISTORICAL    THE COMPANY   
                                                                                            ---------- -----------------
                                                                                             8 WEEKS   5 WEEKS  13 WEEKS
                                                                                              ENDED     ENDED    ENDED  
                                                                                            ---------- -------- --------
                                                                                PRO-FORMA                               
                 OCTOBER 3, OCTOBER 2, OCTOBER 1, SEPTEMBER 30, SEPTEMBER 28, SEPTEMBER 28,  NOVEMBER  DECEMBER DECEMBER
                    1992       1993       1994        1995          1996          1996       25, 1996  28, 1996 28, 1996
                 ---------- ---------- ---------- ------------- ------------- ------------- ---------- -------- --------
                                                                                                                        
Net income                                                                                                              
 (loss).........  $ 9,852    $ 9,182    $10,449      $10,904       $ 8,163       $(2,132)     $  915    $ (811) $(2,640)
Adjustments to                                                                                                          
 calculate                                                                                                              
 EBITDA                                                                                                                 
Taxes...........    7,134      6,649      7,508        7,931         6,205           --          731       --       --  
Interest........      --         --         --           --            --         17,428         --      1,538    4,227 
Amortization....    1,239      1,239      1,528        1,624         1,624         2,782         250       287      638 
Depreciation....    7,893      7,839      9,090        8,740         7,292         8,866         342       682    2,217 
(Gain) Loss on                                                                                                          
 Disposal of                                                                                                            
 Property, Plant                                                                                                        
 and Equipment..      --         --           4          678           796           796         --        --       --  
                  -------    -------    -------      -------       -------       -------      ------    ------  ------- 
EBITDA, as de-                                                                                                          
 fined..........  $26,118    $24,909    $28,579      $29,877       $24,080       $27,740      $2,238    $1,696  $ 4,442 
                  =======    =======    =======      =======       =======       =======      ======    ======  ======= 

(2) Historical cash flow statement information is not available for 1992 and    
1993 as separate balance sheets for the Business were not maintained.   
(3) The historical financial statements of the Business do not reflect any      
interest expense as Tyson did not allocate any such expense to the      
   Business. The only fixed charge that the Business incurred historically was
   the estimated interest component of rent expense. The pro forma earnings to
fixed charges ratio includes the pro forma effect of interest expense   
incurred due to debt from the Acquisition.                              

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RISK FACTORS  

In addition to the other information contained in this Prospectus, before   
tendering their Senior Notes for the Exchange Notes offered hereby, holders of  
Senior Notes should consider carefully the following factors, which (other      
than "Consequences of Exchange and Failure to Exchange" and "Absence of Public  
Market") are generally applicable to the Senior Notes as well as the Exchange   
Notes. Certain statements in this Prospectus that are not historical fact may   
constitute "forward-looking statements." Such forward-looking statements        
involve known and unknown risks, uncertainties and other factors that may       
cause the actual results of the Company to be materially different from         
results expressed or implied by such forward-looking statements.                

CONSEQUENCES OF EXCHANGE AND FAILURE TO EXCHANGE                                

Holders of Senior Notes who do not exchange their Senior Notes for Exchange 
Notes pursuant to the Exchange Offer will continue to be subject to the         
restrictions on transfer of such Senior Notes as set forth in the legend        
thereon as a consequence of the issuance of the Senior Notes pursuant to        
exemptions from, or in transactions not subject to, the registration            
requirements of the Securities Act and applicable state securities laws. In     
general, the Senior Notes may not be offered or sold, unless registered under   
the Securities Act and applicable state securities laws, or pursuant to an      
exemption therefrom. Except under certain limited circumstances, the Company    
does not intend to register the Senior Notes under the Securities Act. In       
addition, any holder of Senior Notes who tenders in the Exchange Offer for the  
purpose of participating in a distribution of the Exchange Notes may be deemed  
to have received restricted securities and, if so, will be required to comply   
with the registration and prospectus delivery requirements of the Securities    
Act in connection with any resale transaction. To the extent Senior Notes are   
tendered and accepted in the Exchange Offer, the trading market, if any, for    
the Senior Notes could be adversely affected. See "The Exchange Offer" and      
"Senior Notes Registration Rights."                                             

SIGNIFICANT LEVERAGE AND DEBT SERVICE                                           

Upon consummation of the Transactions, the Company became highly leveraged. 
At December 28, 1996, the Company has total outstanding debt of $149.0          
million. After giving pro forma effect to the Transactions, the Company's       
ratio of earnings to fixed charges would have been 958.9 to 1.0 for fiscal      
1996. Pro forma net income (loss) for fiscal 1996 would have been ($2.1)        
million, as compared to $8.2 million on a historical basis, and pro forma       
interest expense for fiscal 1996 would have been $17.4 million as compared to   
none on a historical basis. In addition, subject to the restrictions in the     
Indenture, the Company may incur additional indebtedness (including additional  
Senior Indebtedness) from time to time to finance acquisitions or capital       
expenditures or for other purposes. At the Acquisition Closing, the Company     
had unused capacity of $22.0 million under the Revolving Credit Facility and    
as of December 28, 1996 the Company had drawn down approximately an additional  
$1.0 million under the Revolving Credit Facility to finance working capital     
needs. In addition, the Company expects to draw down an additional $11.0        
million under the Revolving Credit Facility during the first six months of      
calendar 1997 to finance working capital needs.                                 

The level of the Company's indebtedness could have important consequences to
holders of the Notes, including: (i) a substantial portion of the Company's     
cash flow from operations must be dedicated to debt service and will not be     
available for other purposes; (ii) the Company's ability to obtain additional   
debt financing in the future for working capital, capital expenditures,         
research and development, acquisitions or other corporate purposes may be       
limited; (iii) the borrowings of the Company under the Credit Facilities        
accrue interest at variable rates, which could cause the Company to be          
vulnerable to increased interest expense in the event of higher interest        
rates; and (iv) the Company's level of indebtedness could limit its             
flexibility in reacting to changes in its industry or economic conditions       
generally.                                                                      

The Company's ability to pay interest on the Notes and to satisfy its other 
debt obligations will depend upon its future operating performance, which will  
be affected by prevailing economic conditions and financial, business and       
other factors, certain of which are beyond its control, as well as the          
availability of borrowings under the Revolving Credit Facility or successor     
facilities. The Company anticipates that its operating cash flow and            
borrowings under the Revolving Credit Facility or successor facilities will be  
sufficient to meet its operating expenses and to service its debt requirements  
as they become due. However, if the Company is unable to service its            
indebtedness, it will be forced to take actions such as reducing or delaying    
capital expenditures, selling assets,                                           

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restructuring or refinancing its indebtedness or seeking additional equity      
capital. There can be no assurance that any of these remedies can be effected   
on satisfactory terms, if at all. In addition, the Company's ability to repay   
the principal amount of the Notes at maturity may depend on its ability to      
refinance the Notes. There can be no assurance that the Company will be able    
to refinance the Notes at maturity, if necessary, on satisfactory terms, if at  
all.                                                                            

SUBORDINATION OF NOTES                                                          

The Senior Notes are, and the Exchange Notes will be, general unsecured     
obligations of the Company subordinated in right of payment to all existing     
and future Senior Indebtedness of the Company, including borrowings under the   
Credit Facilities. In the event of bankruptcy, liquidation or reorganization    
of the Company, the assets of the Company will be available to pay obligations  
on the Notes only after all Senior Indebtedness has been paid in full, and      
there may not be sufficient assets remaining to pay amounts due on any or all   
of the Notes then outstanding. In addition, under certain circumstances the     
Company will not be able to make payment of its obligations under the Notes in  
the event of a default under certain Senior Indebtedness. The aggregate         
principal amount of Senior Indebtedness of the Company, as of September 28,     
1996, would have been $48.0 million on a pro forma basis after giving effect    
to the Transactions. As of December 28, 1996, the Company had borrowed          
approximately an additional $1.0 million of Senior Indebtedness under the       
Revolving Credit Facility to finance working capital needs. In addition, the    
Company expects to draw down an additional $11.0 million under the Revolving    
Credit Facility during the first six months of calendar 1997 to finance         
working capital needs. Additional Senior Indebtedness may be incurred by the    
Company from time to time, subject to certain restrictions. See "Description    
of Notes--Subordination."                                                       

DECREASES IN NET SALES                                                          

The Company has experienced an overall decrease in net sales during the past
two years and continuing into the three month period ended December 28, 1996    
(the first quarter of fiscal 1997). The decreases are primarily due to reduced  
sales volumes, and to a lesser extent, decreases in average selling prices.     
The decreases in average selling prices are primarily due to lower prices for   
two key raw materials, 90% lean beef trimmings and rib lifter meat, which the   
Company has passed on, in part, to customers. Overall, the lower sales volumes  
in the current periods are related to the uncertainties which surrounded the    
Company when Tyson announced its intent to sell the Business in early 1996. As  
a result of the uncertainties and the activity surrounding the acquisition the  
Company did not have the benefit of aggressively selling during the bid         
programs for the 1996-1997 fiscal school year, and also as a direct result of   
uncertainties related to the sale prior to its consummation, some national      
customers did not place larger contracts with the Company which it had          
garnered in prior years, primarily a large account which in the past has        
purchased a significant amount of ground beef from the Company. Also            
responsible for sales declines are the reduced sales of ground beef, primarily  
related to the completion of a temporary contract with a national fast food     
chain, and lower volumes for frozen portion steaks, a business which the        
Company discontinued in fiscal 1996. Sales volumes for the Company's value      
added products have generally increased during the past two years due to        
overall market growth for these products and the introduction of new products.  
These increases in sales volumes for value added products were partially        
offset by the loss of some business with several national accounts. Management  
believes that the decrease in net sales during the past two years and during    
the first quarter of fiscal 1997 does not represent a continuing material       
trend. Management intends to pursue the strategies set forth under "Business--  
Growth Strategy." However, there can be no assurance that these strategies      
will be successful. Continued decreases in net sales could have a material      
adverse effect on the Company's business, results of operations and debt        
service capabilities. See "Business--Growth Strategy."                          

RESTRICTIONS IMPOSED BY TERMS OF THE COMPANY'S INDEBTEDNESS                     

The Indenture restricts, among other things, the ability of the Company to  
incur additional indebtedness, pay dividends or make certain other restricted   
payments, incur liens to secure pari passu or subordinated indebtedness,        
engage in any sale and leaseback transactions, sell stock of subsidiaries,      
apply net proceeds from certain asset sales, merge or consolidate with any      
other person, sell, assign, transfer, lease, convey or otherwise dispose of     
substantially all of the assets of the Company, enter into certain              
transactions with affiliates, or incur indebtedness that is subordinate in      
right of payment to any Senior Indebtedness and senior in right of payment to   
the Notes. In addition, the Credit Facilities contain other and more            
restrictive covenants and prohibit the                                          

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Company from prepaying other indebtedness (including the Notes). As a result    
of these covenants, the ability of the Company to respond to changing business  
and economic conditions and to secure additional financing, if needed, may be   
significantly restricted, and the Company may be prevented from engaging in     
transactions that might otherwise be considered beneficial to the Company. See  
"Description of Credit Facilities" and "Description of Notes--Certain           
Covenants."                                                                     

The Credit Facilities also require the Company to maintain specified        
financial ratios and satisfy certain financial condition tests. The Company's   
ability to meet those financial ratios and tests can be affected by events      
beyond its control, and there can be no assurance that the Company will meet    
those tests. A breach of any of these covenants could result in a default       
under the Credit Facilities. Upon the occurrence of an event of default under   
the Credit Facilities, the lenders could elect to declare all amounts           
outstanding under the Credit Facilities, together with any accrued interest,    
to be immediately due and payable. If the Company were unable to repay those    
amounts, the lenders could proceed against the collateral granted to them to    
secure that indebtedness. If the Credit Facilities were to be accelerated,      
there can be no assurance that the assets of the Company would be sufficient    
to repay in full that indebtedness and the other indebtedness of the Company,   
including the Notes. Substantially all the assets of the Company are pledged    
as security under the Credit Facilities. Such assets may also be pledged in     
the future to secure other Indebtedness. See "Description of Credit             
Facilities."                                                                    

FRAUDULENT CONVEYANCE STATUTES                                                  

Under applicable provisions of federal bankruptcy law or comparable         
provisions of state fraudulent transfer law, if among other things, the         
Company, at the time it incurred its indebtedness in connection with the        
offering of the Senior Notes, (i) (a) was or is insolvent or rendered           
insolvent by reason of such incurrence or (b) was or is engaged in a business   
or transaction for which the assets remaining with the Company constituted      
unreasonably small capital or (c) intended or intends to incur, or believed or  
believes that it would incur, debts beyond its ability to pay such debts as     
they mature, and (ii) the Company received or receives less than reasonably     
equivalent value or fair consideration for the incurrence of such               
indebtedness, the Notes, and any pledge or other security interest securing     
such indebtedness, could be voided, or claims in respect of the Notes could be  
subordinated to all other debts of the Company. The voiding or subordination    
of any of such pledges or other security interests or of any such indebtedness  
could result in an Event of Default (as defined in the Indenture) with respect  
to such indebtedness, which could result in acceleration thereof. In addition,  
the payment of interest and principal by the Company pursuant to the Notes      
could be voided and be required to be returned to the person making such        
payment or to a fund for the benefit of the creditors of the Company.           

The measures of insolvency for purposes of the foregoing considerations will
vary depending upon the law applied in any proceeding with respect to the       
foregoing. Generally, however, the Company would be considered insolvent if     
(i) the sum of its debts, including contingent liabilities, were greater than   
the fair saleable value of all of its assets at a fair valuation or if the      
present fair saleable value of its assets were less than the amount that would  
be required to pay its probable liability on its existing debts, including      
contingent liabilities, as they become absolute and mature or (ii) it could     
not pay its debts as they become due.                                           

GENERAL RISKS OF FOOD INDUSTRY                                                  

The industry in which the Company competes is subject to various risks,     
including: adverse changes in general economic conditions; adverse changes in   
local markets; evolving consumer preferences; nutritional and health-related    
concerns; federal, state and local food processing controls; consumer product   
liability claims; risks of product tampering; limited shelf life of food        
products; and the availability and expense of liability insurance.              

RAW MATERIALS                                                                   

The Company uses large quantities of meat proteins, including beef, pork and
poultry. Approximately 70% of the Company's beef needs are sourced from three   
major suppliers: IBP; Montford (ConAgra); and Excel (Cargill). The Company's    
pork and poultry needs also are sourced from three major suppliers.             
Historically, market prices for meat proteins have fluctuated in response to a  
number of factors, including changes in United States government farm support   
programs, changes in international agricultural and trading policies, weather   
and other conditions during the growing and harvesting seasons. While the       
Business historically has been able to                                          

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pass through changes in the price of meat proteins to end users, there can be   
no assurance that the Company will be able to pass the effects of future        
changes to end users. Furthermore, large, abrupt changes in the price of meat   
proteins could adversely affect the Company's operating margins, although such  
adverse effects historically have been only temporary. There is no assurance    
that significant changes in meat protein prices would not have a material       
adverse effect on the Company's business, results of operations and debt        
service capabilities. See "Management's Discussion and Analysis of Financial    
Condition and Results of Operations" and "Business--Suppliers."                 

DEPENDENCE ON KEY PERSONNEL                                                     

The Company's operations are dependent, to a significant extent, on the     
continued efforts of J. David Culwell, Richard E. Mitchell, and Randall H.      
Collins with whom it has entered into employment agreements containing non-     
compete provisions. If any of these people becomes unable to continue in his    
present role, or if the Company is unable to attract and retain other skilled   
employees, the Company's business could be adversely affected. See              
"Management."                                                                   

COMPETITION                                                                     

The value added beef processing industry is highly competitive with a large 
number of competitors offering similar products. Certain of the Company's       
suppliers, such as Cargill, IBP and ConAgra, produce ground beef products that  
compete directly with certain of the Company's products. The Company seeks to   
successfully compete with these suppliers by providing a diversity of product   
offerings and custom order packaging to meet its customers needs. However,      
there can be no assurance that such suppliers will not further expand their     
presence in the value added beef processing industry in the future or that any  
such expansion will not have a material adverse effect on the Company's         
business, results of operations and debt service capabilities. These suppliers  
and one of the Company's significant competitors are larger and have greater    
resources than the Company. The Company also faces significant price            
competition from its competitors and may encounter competition from new market  
entrants. See "Business--Competition."                                          

CHANGE OF CONTROL                                                               

Upon a Change of Control (as defined herein), each holder will have the     
right to require the Company to repurchase all or any part of such holder's     
Notes at 101% of the principal amount thereof, plus accrued and unpaid          
interest thereon and Liquidated Damages, if any, to the date of repurchase.     
The source of funds for any such repurchase will be the Company's available     
cash or cash generated from operating or other sources, including borrowings,   
sales of equity or funds provided by a new controlling person. However, there   
can be no assurance that sufficient funds will be available at the time of any  
Change of Control to make any required repurchases of Notes tendered, or that   
restrictions in the Credit Facilities will allow the Company to make such       
required repurchases. Notwithstanding these provisions, the Company could       
enter into certain transactions, including certain recapitalizations, that      
would not constitute a Change of Control but would increase the amount of debt  
outstanding at such time. In addition, the Company could enter into certain     
transactions that would constitute a "change of control" under the Credit       
Agreement without constituting a Change in Control under the Indenture. If the  
Company entered into such a transaction and, as a result thereof, was required  
to repay the Senior Indebtedness, the Company's ability to repurchase any of    
the Notes as required under the Indenture could be impaired because funds used  
to repay the Senior Indebtedness would not be available to repurchase the       
Notes. See "Description of Notes."                                              

RESTRICTIONS ON ABILITY TO EFFECT AN INITIAL PUBLIC OFFERING                    

Pursuant to the terms of the Credit Agreement, GHC pledged all of the       
capital stock of the Company to the Lenders (as defined herein) as security     
for the Indebtedness owing under the Credit Agreement. Upon the occurrence of   
an "event of default" under the Credit Agreement, the Lenders would be          
entitled to exercise voting control over the Company and limit or otherwise     
restrict the Company from effecting an initial public offering. See             
"Description of Credit Facilities--Security."                                   

GOVERNMENTAL REGULATION                                                         

The Company's production facilities and products are subject to numerous    
federal, state and local laws and regulations concerning, among other things,   
health and safety matters, food manufacture, product labeling,                  

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advertising and the environment. Compliance with existing federal, state and    
local laws and regulations is not expected to have a material adverse effect    
on the Company's business, results of operations or debt service capabilities.  
However, the Company cannot predict the effect, if any, of laws and             
regulations that may be enacted in the future, or of changes in the             
enforcement of existing laws and regulations that are subject to extensive      
regulatory discretion. There can be no assurance that the Company will not      
incur expenses or liabilities for compliance with such laws and regulations in  
the future, including those resulting from changes in health laws and           
regulations, that may have a material adverse effect on the Company's           
business, results of operations and debt service capabilities. See "Business--  
Governmental Regulation."                                                       

As a participant in the USDA Commodity Reprocessing Program for schools, the
Company must adhere to certain rules, regulations and guidelines. Such rules,   
regulations and guidelines include financial surety bonding in the state of     
operation, product inspection and grading and certain reporting requirements.   
Should the Company fail to remain in compliance with such rules, regulations    
and guidelines, it could be excluded from the USDA Commodity Reprocessing       
Program which could have a material adverse effect on the Company's business,   
results of operations and debt service capabilities. See "Business--            
Governmental Regulation."                                                       

COMPLIANCE WITH ENVIRONMENTAL REGULATIONS                                       

The operations of the Company and the ownership and operation of real       
property by the Company are subject to extensive and changing federal, state    
and local environmental laws and regulations. As a result, the Company may be   
involved from time to time in administrative and judicial proceedings and       
inquiries relating to environmental matters. The Company cannot predict what    
environmental legislation or regulations will be enacted in the future, how     
existing or future laws or regulations will be administered or interpreted or   
what environmental conditions may be found to exist. Compliance with more       
stringent laws or regulations, stricter interpretation of existing laws or      
discovery of unknown conditions may require additional expenditures by the      
Company, some of which may be material. The Company believes it is currently    
in material compliance with all known material and applicable environmental     
regulations.                                                                    

Prior to the Acquisition, Tyson incurred monthly surcharges of approximately
$40,000 to the city of Garland, Texas as a result of effluent wastewater        
discharges from the Garland, Texas facility. Tyson elected to pay the monthly   
surcharges rather than modify the facility to allow its operation without       
incurring such surcharges. Since the Acquisition, the Company has continued to  
incur the monthly surcharges and the Company currently does not intend to       
modify the facility to allow its operation without incurring such surcharges.   
Management does not believe that the incurrence of the aforementioned           
surcharges will have a material adverse effect on the Company's business,       
results of operation and debt service capabilities. There can be no assurance,  
however, that such surcharges will not be increased or that the Company will    
not be required to modify its operations, which may result in significant       
expenses or material capital expenditures. See "Business--Environmental         
Matters."                                                                       

SEASONALITY                                                                     

Certain of the end uses for some of the Company's products are seasonal.    
Demand in many markets is generally higher in the period from July to           
September due to higher demand for beef products during the summer months and   
increased purchasing by schools in anticipation of the commencement of the      
school year. As a result, Company sales and profits are generally higher in     
the Company's fourth quarter than in any other quarter during its fiscal year.  
In addition, demand in many markets is generally lowest in the period from      
January to March, resulting in lower sales and profits in the Company's second  
quarter.                                                                        

IMPORTANCE OF KEY CUSTOMERS                                                     

Historically, one of the Company's largest customers has been Sam's Club    
("Sam's"), a subsidiary of Wal-Mart Stores, Inc. The Company supplies Sam's     
with ground beef patties pursuant to two contracts (the "Sam's Contracts")      
which became effective in November 1995. Pursuant to the Sam's Contracts, the   
Company agreed to sell and Sam's agreed to purchase an aggregate of 28.0        
million pounds of ground beef. As of March 1, 1997, the Company had delivered   
approximately 22.0 million pounds of ground beef under the Sam's Contracts.     
The Company anticipates that Sam's will continue to purchase ground beef under  
the Sam's Contracts until the full amount of the purchase commitment is met.    
The Company anticipates that this will occur prior to the end of                

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fiscal 1997. During fiscal 1995 and fiscal 1996, the Sam's Contracts accounted  
for 14.4% and 13.2% of the Company's sales, respectively. The Sam's Contracts   
are fixed price contracts, do not allow the Company to adjust its prices in     
response to changing raw material prices or market conditions and do not        
contain renewal provisions. Sam's typically awards contracts annually during    
the Company's fourth fiscal quarter. The Company expects to bid on a            
replacement contract with Sam's during fiscal 1997, however, there can be no    
assurance the Company's bid will be successful. The Company does not expect to  
make any sales to Sam's subsequent to fulfilling its obligations under the      
Sam's Contracts and prior to entering into replacement contracts, if any. Any   
such lapse in sales to Sam's could result in decreased overall sales to Sam's   
during fiscal 1997, reduced revenues and a corresponding reduction in           
operating income. Although Sam's has not informed the Company whether it will   
enter into a new contract with the Company, total sales to this customer are    
likely to be significantly lower in fiscal 1997 than in fiscal 1996 due to      
Sam's decision to increase its purchases from one of the Company's              
competitors. The Company will attempt to secure replacement contracts with      
other customers, but there can be no assurance that such efforts will be        
successful or that any contracts secured will provide the Company with          
revenues or gross profits comparable to the Sam's Contracts. See "--Reliance    
on Sales of Ground Beef."                                                       

The Company's second largest customer is Harker's. The Company supplies     
Harker's with ground beef and value added products pursuant to a supply         
agreement that will remain in effect until 1999 (the "Harker's Contract"). The  
Harker's Contract requires Harker's to purchase minimum amounts of the          
Company's products. The Harker's Contract provides that amounts charged by the  
Company thereunder may be adjusted in response to fluctuations in the           
Company's costs. During fiscal 1995 and fiscal 1996, the Harker's Contract      
accounted for 12.5% and 12.6% of sales, respectively. At the Acquisition        
Closing, Tyson assigned to the Company its rights and obligations related to    
the supply of ground beef and value added products pursuant to the Harker's     
Contract. Tyson will continue to supply poultry products to Harker's pursuant   
to the Harker's Contract. The Company is currently negotiating a replacement    
agreement with Harker's to supply ground beef and value added products. There   
can be no assurance, however, that any such replacement agreement will be       
secured on terms that will provide the Company with revenues or gross profits   
comparable to the Harker's Contract.                                            

In addition to Sam's and Harker's, the Company sells a significant amount of
its products to affiliates of Sysco Corp. ("Sysco"). Each local Sysco           
affiliate is responsible for its own purchasing decisions. Management believes  
that the loss of an individual Sysco affiliate as a customer would not have a   
material adverse effect on the Company's business, results of operations or     
debt service capabilities. However, there can be no assurance that Sysco will   
not elect to employ a system whereby purchasing decisions are centralized.      
Should Sysco elect to employ a centralized system, there can be no assurance    
that Sysco will continue to purchase the Company's products at historical       
volumes, if at all. The loss of all or a significant portion of the Company's   
sales to Sysco, regardless of the cause of such loss, would have a material     
adverse effect on the Company's business, results of operations and debt        
service capabilities. During fiscal 1995 and fiscal 1996, total sales to Sysco  
affiliates accounted for 15.2% and 17.8% of sales, respectively.                

Sam's, Harker's and affiliates of Sysco collectively accounted for          
approximately 42.1% and 43.6% of sales during fiscal 1995 and fiscal 1996,      
respectively. The loss of the Sam's Contracts or the Harker's Contract or       
reduced sales to affiliates of Sysco without offsetting sales to other          
customers could have a material adverse effect on the Company's business,       
results of operations and debt service capabilities. See Note 8 of the Notes    
to Financial Statements.                                                        

RELIANCE ON SALES OF GROUND BEEF                                                

Although the Company's strategy is to maximize sales of higher margin value 
added products, the Company has historically relied on sales of lower margin    
ground beef products to generate a significant portion of its revenues. The     
Company anticipates that such reliance will continue in the future. In recent   
years, however, the Company's sales of ground beef have been declining, and it  
is expected that one customer that purchased approximately 21.7 million pounds  
of ground beef in fiscal 1996 will purchase a significantly lower amount in     
fiscal 1997. Any substantial decline in ground beef sales below the fiscal      
1996 level, unless replaced by sales of other products, could have a material   
adverse effect on the Company's business, results of operations and debt        
service capabilities. See "--Importance of Key Customers."                      

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RISKS RELATED TO UNIONIZED EMPLOYEES                                            

The Company's business is labor intensive. The Company's ability to operate 
profitably is dependent on its ability to recruit and retain employees while    
controlling labor costs. Currently, certain of the Company's employees at the   
Garland, Texas facility are represented by the United Food & Commercial         
Workers International Union, AFL-CIO, CLC, Local 540 (the "Union"). The         
Company and the Union have not entered into a collective bargaining agreement.  
The Garland, Texas facility is being operated pursuant to the terms and         
conditions specified by the Company at the time of the Acquisition Closing.     
The Company is not obligated to enter into the collective bargaining agreement  
agreed upon by Tyson and the Union or to continue to operate the Garland,       
Texas facility pursuant to the terms of such agreement. Management is           
currently negotiating a replacement collective bargaining agreement with the    
Union, although there can be no assurance that it will be successful in doing   
so. Except for employees at the Garland, Texas facility, none of the Company's  
employees are represented by a union. If unionized employees were to engage in  
a strike or other work stoppage or if additional employees were to become       
unionized, the Company could experience a significant disruption of operations  
and higher labor costs, either of which could have a material adverse effect    
on the Company's business, results of operations and debt service               
capabilities. See "Business--Employees."                                        

ABSENCE OF PUBLIC MARKET FOR THE EXCHANGE NOTES                                 

The Senior Notes are currently owned by a relatively small number of        
beneficial owners. The Senior Notes have not been registered under the          
Securities Act and will continue to be subject to restrictions on               
transferability to the extent that they are not exchanged for the Exchange      
Notes. The Exchange Notes will constitute a new issue of securities with no     
established trading market. Although the Exchange Notes will generally be       
permitted to be resold or otherwise transferred by holders who are not          
affiliates of the Company without compliance with the registration              
requirements under the Securities Act, the Company does not intend to list the  
Exchange Notes on any national securities exchange or for trading on Nasdaq.    
The Senior Notes are traded through NASD's PORTAL trading system under the      
Symbol "GQTFNP06." NationsBanc Capital Markets, Inc. has advised the Company    
that it has made a market in the Senior Notes; however, it is not obligated to  
do so and any market-making activity with respect to the Senior Notes and the   
Exchange Notes may be discontinued at any time without notice. In addition,     
such market-making activity will be subject to the limits imposed by the        
Securities Act and the Exchange Act. Accordingly, there is no assurance that    
an active public or other market will develop or continue for the Exchange      
Notes, and it is expected that the market, if any, that develops for the        
Exchange Notes will be similar to the limited market that currently exists for  
the Senior Notes.                                                               

EXCHANGE OFFER PROCEDURES                                                       

Issuance of the Exchange Notes in exchange for the Senior Notes pursuant to 
the Exchange Offer will be made only after timely receipt by the Exchange       
Agent of properly completed and duly executed Letters of Transmittal and all    
other required documents from holders eligible to participate in the Exchange   
Offer. Therefore, holders of the Senior Notes desiring to tender such Senior    
Notes in exchange for Exchange Notes should allow sufficient time to ensure     
timely delivery. The Company is under no duty to give notification of defects   
or irregularities with respect to the tenders of Senior Notes for exchange.     
Senior Notes that are not tendered or are tendered but not accepted will,       
following the consummation of the Exchange Offer, continue to be subject to     
the existing restrictions upon transfer thereof and, upon consummation of the   
Exchange Offer, certain of the registration rights under the Registration       
Rights Agreement will terminate. In addition, any holder of Senior Notes who    
tenders in the Exchange Offer for the purpose of participating in a             
distribution of the Exchange Notes may be deemed to have received restricted    
securities and, if so, will be required to comply with the registration and     
prospectus delivery requirements of the Securities Act in connection with any   
resale which will not be satisfied by delivery of this Prospectus. Each         
broker-dealer that receives Exchange Notes for its own account in exchange for  
Senior Notes, where such Senior Notes were acquired by such broker-dealer as a  
result of market-making activities or other trading activities, must            
acknowledge that it will deliver a copy of this Prospectus in connection with   
any resale of such Exchange Notes. To the extent that Senior Notes are          
tendered and accepted in the Exchange Offer, the trading market for untendered  
and tendered but unaccepted Senior Notes could be adversely affected. See       
"Explanatory Note;" "Prospectus Summary--The Exchange Offer;" and "The          
Exchange Offer."                                                                

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RESTRICTIONS ON TRANSFER OF SENIOR NOTES                                        

Except for persons that are ineligible to participate in the Exchange Offer 
under positions taken by the Commission Staff, holders of Senior Notes who do   
not tender their Senior Notes in the Exchange Offer generally will not have     
any further registration rights under the Registration Rights Agreement or      
otherwise. Accordingly, any holder of Senior Notes that does not exchange that  
holder's Senior Notes for Exchange Notes will continue to hold unregistered     
Senior Notes and will be entitled to all the rights and limitations applicable  
thereto under the Indenture and the Securities Act, except to the extent that   
such rights or limitations, by their terms, terminate or cease to have further  
effectiveness as a result of the Exchange Offer. The failure to participate in  
the Exchange Offer may adversely affect the ability of eligible holders to      
resell unregistered Senior Notes in the future.                                 

LACK OF OPERATING HISTORY                                                       

Prior to the Acquisition, the Business was operated as a division of Tyson  
and relied upon Tyson for many administrative and logistical functions,         
including computer, accounting, treasury and human resources support,           
warehouse space and distribution services. There can be no assurance that the   
Company can successfully develop and implement infrastructure necessary to      
address these and other matters related to the operation of the Business as a   
stand-alone entity. In addition, the development and implementation of such     
infrastructure could divert management's attention from other concerns, which   
could have a material adverse effect on the Company's business, results of      
operations and debt service capabilities. Upon the consummation of the          
Transactions, the Company entered into the Transition Services Agreement,       
pursuant to which Tyson has agreed to provide certain services with respect to  
the operation of the Business for up to twelve months following the             
Acquisition. Such services will be provided at no cost to the Company for the   
first six months. Thereafter, the Company will pay Tyson an agreed upon rate.   
Subsequent to the Acquisition Closing, the Company entered into new broker      
agreements. The Company expects to enter into new warehouse agreements in the   
first six months of fiscal 1997. Although the Company believes it will be able  
to enter into such agreements on substantially the same terms as those          
currently provided to Tyson, there can be no assurance that it will be able to  
do so. See "The Acquisition, Financing and Related Transactions;"               
"Management's Discussion and Analysis of Financial Condition and Results of     
Operations--Liquidity and Capital Resources;" and "Business--Growth Strategy."  

CONTROL BY INVESTORS                                                            

All of the outstanding shares of the Company's $.01 par value common stock  
("Common Stock") are beneficially owned by GHC. GHC has no business other than  
holding the stock of the Company, which is the sole source of GHC's financial   
resources. GHC is controlled by CGW. The General Partner is the general         
partner of CGW. CGW beneficially owns shares representing 52.9% of the voting   
interest in GHC on a fully diluted basis and which has the right to designate   
all of the directors of GHC. Accordingly, CGW, through its control of GHC,      
controls the Company and has the power to elect all of its directors, appoint   
new management and approve any action requiring the approval of the holders of  
the Company's Common Stock, including adopting amendments to the Company's      
Certificate of Incorporation and approving mergers or sales of substantially    
all of the Company's assets. The directors elected by GHC have the authority    
to make decisions affecting the capital structure of the Company, including     
the issuance of additional capital stock, the implementation of stock           
repurchase programs and the declaration of dividends. See "Management;"         
"Certain Transactions" and "Principal Stockholder."                             

USE OF PROCEEDS 

The Company will not receive any proceeds from the issuance of the Exchange 
Notes pursuant to the Exchange Offer. The net proceeds to the Company from the  
sale of the Senior Notes on November 25, 1996 were approximately $94.5 million  
(after deducting estimated expenses and commissions), all of which was applied  
to the purchase price for the Acquisition and to pay additional related fees    
and expenses. See "Prospectus Summary--The Acquisition, Financing and Related   
Transactions;" "Capitalization;" Management's Discussion and Analysis of        
Financial Condition and Results of Operations."                                 

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THE ACQUISITION, FINANCING AND RELATED TRANSACTIONS 

THE ACQUISITION                                                                 

General                                                                       

On November 25, 1996, pursuant to the Asset Purchase Agreement (the "Asset  
Purchase Agreement") with Tyson and certain Tyson affiliated entities, the      
Company purchased substantially all of the assets of the Business. The Company  
did not assume any liabilities or obligations of Tyson relating to the          
Business, other than future obligations under executory contracts of the        
Business, such as agreements to purchase inventory or to supply products,       
accrued vacation pay and certain property tax obligations.                      

Purchase Price                                                                

The aggregate purchase price paid by the Company for the assets was $183.5  
million.                                                                        

Indemnification                                                               

Tyson is required to indemnify, defend and hold harmless the Company and    
certain affiliated persons, against and for any and all Losses (as defined in   
the Asset Purchase Agreement to mean any action, suit, proceeding, claim,       
cost, damage, expense, liability, loss or obligation, including but not         
limited to, interest or carrying costs, penalties, legal, accounting, and       
other professional fees and expenses incurred in the collection, prosecution    
and defense of actions or claims and amounts paid in settlement pursuant to     
the terms of the Asset Purchase Agreement, that may be imposed or otherwise     
incurred or suffered by the specified person (but a "Loss" does not include     
consequential, speculative or punitive damages unless asserted by a third       
party)) resulting from, based upon or arising out of, among other things: (i)   
breaches of representations, warranties or covenants of Tyson contained in or   
made pursuant to the Asset Purchase Agreement; (ii) any liability or            
obligation of Tyson arising out of or relating to the operation of the          
Business at any time prior to the Acquisition Closing, other than the           
liabilities assumed by the Company. Tyson's obligation to provide such          
indemnification with respect to the liabilities and obligations relating to     
the Business prior to the Acquisition Closing is not limited by any time        
period or by any minimum or maximum dollar amount. With respect to              
indemnification for a breach of any of the representations or warranties made   
by Tyson pursuant to the Asset Purchase Agreement, Tyson is obligated to        
provide such indemnity generally for a period of two years following the        
Acquisition Closing. Tyson is not obligated to provide such indemnity until     
the total of all Losses with respect thereto exceeds $1,000,000, and Tyson      
will only be liable for the amount by which such Losses exceed $500,000.        

Transition Services                                                           

Pursuant to the Transition Services Agreement, which was executed and       
delivered by the parties at the Acquisition Closing, Tyson agreed to provide    
certain services to the Company with respect to the operation of the Business,  
and to assist the Company in transferring the Business from Tyson to the        
Company. Such services include, among other things, computer processing and     
related services, order entry, transportation and storage scheduling services,  
the Company's use of Tyson's product development and research test facilities,  
the Company's limited use of the "Tyson" name, and certain payroll and          
accounting administrative functions. Tyson will provide the transition          
services to the Company for a period of up to twelve months following the       
Acquisition Closing. For the first six months, Tyson will provide the services  
at no additional cost to the Company as part of its consideration for the       
purchase price paid by the Company. Thereafter, the Company will pay Tyson      
$120,000 per calendar month for services rendered under the Transition          
Services Agreement. It is the Company's current intention to begin providing    
such services for itself within six months following the Acquisition Closing    
or as soon thereafter as practicable.                                           

In connection with the establishment of its administrative structure, the   
Company is in the process of hiring employees for its headquarters, making      
certain capital expenditures and leasing additional facilities. Management      
estimates that the Company's fiscal 1997 stand-alone general and                
administrative expenses will be approximately $3.4 million. Capital             
expenditures of approximately $2.0 million, principally for computer equipment  
and software, as well as office furniture, fixtures and equipment, will be      
required in fiscal 1997 to establish the                                        

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Company's administrative structure. Additionally, the Company has leased        
office space for its headquarters. The Company expects total fiscal 1997        
capital expenditures to be approximately $4.4 million, primarily related to     
capital maintenance of current facilities and equipment and the purchase of     
the computer equipment and software. The Company expects the aggregate capital  
cost of implementing operations separate from Tyson will be approximately $2.0  
million, all of which will be incurred during fiscal 1997. See "Risk Factors--  
Lack of Operating History" and "Management's Discussion and Analysis of         
Financial Condition and Results of Operations--Liquidity and Capital            
Resources."                                                                     

Non-Competition Agreement                                                     

The Company and Tyson have agreed, subject to certain exceptions and        
limitations, not to compete with each other in the production and/or sale of    
beef and pork products, in the case of Tyson, or certain poultry products, in   
the case of the Company, for a period of two years from the Acquisition         
Closing.                                                                        

The Company believes that the aforementioned non-competition agreement will 
allow it to develop its business as a stand-alone entity with less risk of      
decreased revenues or operating results that could result from competition      
from Tyson in the Company's primary markets. Because sales of poultry products  
do not represent a significant portion of the Company's revenues and the        
Company's current sales of poultry products are not restricted by the non-      
competition agreement, the Company does not believe the aforementioned non-     
competition agreement will adversely effect its revenues.                       

FINANCING OF THE ACQUISITION                                                    

The purchase price for the Acquisition, approximately $184.3 million,       
together with an estimated $9.5 million of related fees and expenses (of which  
$900,000 has been allocated to the Equity Private Placement (as defined         
herein)), was funded through (i) a $45.0 million equity contribution from GHC   
funded by a private equity placement (the "Equity Contribution" and the         
"Equity Private Placement," respectively) (ii) the net proceeds of the          
offering of the Senior Notes (the "Initial Offering") and (iii) borrowings      
under the Credit Facilities. Of the $45.0 million of GHC capital stock sold     
through the Equity Private Placement, CGW purchased $25.0 million of Class A    
common stock (voting), NBIC, an affiliate of the Initial Purchaser, purchased   
$9.0 million of Class B common stock (non-voting) and FPGT purchased $11.0      
million of Class A common stock (voting). GHC made the Equity Contribution by   
contributing such funds to the Company at the Acquisition Closing.              

The following table sets forth the amounts of sources and uses of the funds 
for the Acquisition in connection with the Financings.                          

                                                                [Download Table]

                                                               AMOUNT        
                                                       ----------------------
                                                       (DOLLARS IN THOUSANDS)
                                                                             
SOURCES OF FUNDS                                                             
The Credit Facilities(1)..............................        $ 48,849       
The Initial Offering..................................         100,000       
Equity Contribution(2)................................          45,000       
                                                              --------       
  Total Sources of Funds..............................        $193,849       
                                                              ========       
USES OF FUNDS                                                                
The Acquisition.......................................        $184,349       
Fees and Transaction Expenses.........................           9,500       
                                                              --------       
  Total Uses of Funds.................................        $193,849       
                                                              ========       

--------                                                                        
(1) Consists of the $40.0 million Term Loan Facility and an $8.8 million        
drawdown under the $30.0 million Revolving Credit Facility. Immediately 
after consummation of the Acquisition and the Financing, approximately  
$22.0 million was available to the Company for borrowing under the      
Revolving Credit Facility. As of December 28, 1996, the Company had     
borrowed approximately an additional $1.0 million of Senior Indebtedness
under the Revolving Credit Facility to finance working capital needs. In
addition, the Company expects to draw down an additional $11.0 million  
under the Revolving Credit Facility during the first six months of      
calendar 1997 to finance working capital needs. See "Unaudited Pro Forma
  Financial Information;" "Management's Discussion and Analysis of Financial
  Condition and Results of Operations--Liquidity and Capital Resources;" and
"Description of Credit Facilities."                                     
(2) Consists of a cash equity contribution by GHC to the Company.               

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CAPITALIZATION  

The following table sets forth the capitalization of the Company at December
28, 1996. This information should be read in conjunction with "Unaudited Pro    
Forma Financial Information" and the Financial Statements and the Notes         
thereto included elsewhere in this Prospectus.                                  

                                                                [Download Table]

                                                        AT DECEMBER 28, 1996 
                                                       ----------------------
                                                       (DOLLARS IN THOUSANDS)
                                                                             
Long-term debt (including current portion):                                  
  Revolving Credit Facility(1)........................        $  9,000       
  Term Loan Facility..................................          40,000       
  Notes...............................................         100,000       
                                                              --------       
Total long-term debt..................................         149,000       
Stockholder's equity..................................          44,189       
                                                              --------       
Total capitalization..................................        $193,189       
                                                              ========       

--------                                                                        
(1) In addition, the Company expects to draw down an additional $11.0 million   
under the Revolving Credit Facility during the first six months of      
calendar 1997 to finance working capital needs. See "Management's       
  Discussion and Analysis of Financial Condition and Results of Operations--
Liquidity and Capital Resources" and "Description of Credit Facilities."

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UNAUDITED PRO FORMA FINANCIAL INFORMATION 

The Acquisition has been accounted for by the purchase method of accounting 
and, accordingly, the purchase price of $184.3 million plus approximately $9.5  
million of related fees and expenses (of which $900,000 has been allocated to   
the Equity Private Placement), has been allocated on a preliminary basis to     
the assets acquired and liabilities assumed based upon their estimated fair     
value at the Acquisition Closing. The excess of such purchase price over the    
estimated fair values at the Acquisition Closing has been preliminarily         
recognized as goodwill, which will be amortized over 30 years.                  

The unaudited pro forma income statement does not purport to represent what 
the Company's results of operations actually would have been if the events      
described above had occurred as of the date indicated or what results will be   
for any future periods. The unaudited pro forma financial information is based  
upon assumptions that the Company believes are reasonable and should be read    
in conjunction with the Financial Statements and the Notes thereto included     
elsewhere in this Prospectus.                                                   

The following unaudited pro forma income statement for the year ended       
September 28, 1996 and the three month period ended December 28, 1996 gives     
effect to the completion of the Acquisition, the application of the net         
proceeds of the Financing and the events described in the notes below, as       
though they had occurred on October 1, 1995.                                    

GORGE'S/QUIK-TO-FIX FOODS, INC. 
UNAUDITED PROFORMA INCOME STATEMENT 
(DOLLARS IN THOUSANDS)  

                                                                [Download Table]

                                  HISTORICAL                          PRO FORMA   
                          ---------------------------               --------------
                          8 WEEKS ENDED 5 WEEKS ENDED               3 MONTHS ENDED
                          ------------- -------------               --------------
                          NOVEMBER 25,  DECEMBER 28,                 DECEMBER 28, 
                              1996          1996      ADJUSTMENTS        1996     
                          ------------- ------------- -----------   --------------
                                                                                  
Sales:                       $31,966       $17,118                     $49,084    
Cost of goods sold......      25,917        14,445         (563)(c)     40,992    
                                                          1,193 (b)               
                             -------       -------      -------        -------    
 Gross Profit...........       6,049         2,673         (630)         8,092    
Selling, general and ad-                                                          
 ministrative...........       4,153         1,659           55 (d)      5,867    
Amortization............         250           287          101 (f)        638    
Plant relocation........         --            --           --             --     
                             -------       -------      -------        -------    
 Total operating ex-                                                              
  penses................       4,403         1,946         (156)         6,505    
Operating Income               1,646           727         (786)         1,587    
Interest expense........         --          1,538        2,689 (g)      4,227    
Other expenses..........         --            --           --             --     
                             -------       -------      -------        -------    
Earnings before taxes on                                                          
 income.................       1,646          (811)      (3,475)        (2,640)   
Provision for Income                                                              
 Taxes..................         731           --          (731)(h)        --     
                             -------       -------      -------        -------    
 Net Income.............     $   915       $  (811)     $(2,744)       $(2,640)   
                             =======       =======      =======        =======    

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GORGES/QUIK-TO-FIX FOODS, INC.

UNAUDITED PRO FORMA INCOME STATEMENT

                                                                [Download Table]

                                             YEAR ENDED SEPTEMBER 28, 1996     
                                            -----------------------------------
                                            HISTORICAL ADJUSTMENTS    PRO FORMA
                                            ---------- -----------    ---------
                                                 (DOLLARS IN THOUSANDS)        
                                                                               
INCOME STATEMENT DATA:                                                         
Sales......................................  $232,761   $  2,160 (a)  $234,921 
Cost of goods sold.........................   189,559      1,800 (a)   189,273 
                                                           1,574 (b)           
                                                          (3,660)(c)           
                                             --------   --------      -------- 
  Gross profit.............................    43,202      2,446        45,648 
Operating expenses:                                                            
Selling....................................    22,452        --         22,452 
General and administrative.................     3,962        360 (d)     4,322 
Amortization...............................     1,624        500 (e)     2,782 
                                                             658 (f)           
                                             --------   --------      -------- 
  Total operating expenses.................    28,038      1,518        29,556 
                                             --------   --------      -------- 
Operating income...........................    15,164        928        16,092 
Interest expense...........................       --      17,428 (g)    17,428 
Other expenses.............................       796        --            796 
                                             --------   --------      -------- 
Earnings before taxes on income............    14,368    (16,500)       (2,132)
Provision for income taxes.................     6,205     (6,205)(h)       --  
                                             --------   --------      -------- 
  Net income (loss)........................  $  8,163   $(10,295)     $ (2,132)
                                             ========   ========      ======== 
OPERATING AND OTHER DATA:                                                      
EBITDA(i)..................................  $ 24,080   $  3,660      $ 27,740 
Depreciation and amortization..............     8,916      2,732        11,648 
Capital expenditures.......................       735        --            735 
Cash interest expense......................       --      16,257        16,257 

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NOTES TO UNAUDITED PRO FORMA INCOME STATEMENT 

(a) Represents the increase in sales and cost of sales resulting from beef      
sales to Tyson which by agreement will be executed at a markup of       
approximately 20% on the cost of the products commencing upon the       
consummation of the Acquisition and which are not reflected in the      
 historical financial statements of the Business. The agreement with Tyson
is for a one year period commencing on the date of the Acquisition      
Closing, and has no commitments as to timing or quantity of purchases.  
  However, the Company believes that Tyson will continue to purchase beef at
levels similar to quantities purchased in previous periods.             

(b) To record the increase in annual depreciation expense relating to the       
increase in fair market value of property, plant and equipment acquired.

(c) The adjustment represents the elimination of approximately 106 plant        
 personnel that were not employed by the Company following the Acquisition
Closing.                                                                

(d) Represents amounts to be paid by the Company to the General Partner (as     
defined herein) for annual consulting services to be rendered to the    
 Company. The General Partner may also receive additional compensation not
reflected in the pro forma income statement (not to exceed $500,000     
annually) at the end of the Company's fiscal year, based on the overall 
performance of the Company if approved by the Board of Directors of the 
Company.                                                                

(e) To reflect the amortization of the estimated value assigned to the          
Transition Services Agreement between Tyson and the Business.           

(f) To reflect the increase in amortization expense and the excess of the       
investment over estimated fair market value of the net assets acquired  
under the terms of the Asset Purchase Agreement as follows:             

                                                                [Download Table]

                                                     (DOLLARS IN THOUSANDS)
                                                     ----------------------
                                                                           
Total purchase price................................        $184,349       
Less: Inventory.....................................          30,927       
  Property, plant and equipment.....................          90,000       
  Trademarks........................................           2,000       
Plus: Liabilities assumed...........................             578       
  Estimated fees and expenses related to the Equity                        
   Private Placement................................             900       
                                                            --------       
Excess of investment over estimated fair market                            
 value of the net assets acquired...................        $ 62,900       
                                                            ========       

Pro forma amortization expense has been calculated based on the excess of   
the investment over estimated fair market value of the net assets acquired  
being amortized over a 30 year period.                                      

(g) Pro forma adjustment to record interest expense for additional interest     
costs and amortization of debt issuance cost related to the Revolving   
Credit Facility, the Term Loan Facility and the Notes.                  

                                                                [Download Table]

                                                     (DOLLARS IN THOUSANDS)
                                                     ----------------------
                                                                           
Interest expense on the Revolving Credit Facility...        $ 1,702        
Interest expense on Term Loan Facility..............          3,055        
Interest expense on the Notes.......................         11,500        
Amortization of Debt Issuance Cost..................          1,171        
                                                            -------        
Total Interest Expense..............................        $17,428        
                                                            =======        

Interest on the Revolving Credit Facility and the Term Loan Facility is     
based on LIBOR plus 2.5% (an average of 8% for the year ended September 28, 
1996). However, if the one year LIBOR rate on the date of borrowing is      
used, interest on the Revolving Credit Facility and the Term Loan Facility  
would be $1.7 million and $3.1 million, respectively. Interest on the Notes 
is based on the rate of 11.5% per annum. An increase of .125% in the        
interest rate on the Revolving Credit Facility and the Term Loan Facility   
would                                                                       

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have caused interest expense to increase by approximately $73,000. Pro      
forma interest expense on the Revolving Credit Facility has been calculated 
based on the $8.0 million that was drawn down at the Acquisition Closing    
plus approximately an additional $12.0 million that the Company expects to  
borrow after the Acquisition Closing through the first six months of        
calendar 1997 to finance working capital needs.                             

(h) Reflects adjustment necessary to state estimated income tax expense on pro  
forma earnings before taxes on income at an effective rate of 39%.      

(i) EBITDA represents the sum of income before interest expense and income      
  taxes, plus depreciation, amortization and other expenses which consist of
  losses on dispositions of property, plant and equipment. EBITDA should not
  be construed as a substitute for operating income, net income or cash flow
from operating activities for the purpose of analyzing the Company's    
 operating performance, financial position and cash flows. The Company has
presented EBITDA because it is commonly used by investors to analyze and
  compare companies on the basis of operating performance and to determine a
company's ability to service debt.                                      

                                                        [Enlarge/Download Table]

                                                                                             THE BUSINESS
                                                                                              HISTORICAL 
                                                                                             ------------
                                                                                               8 WEEKS   
                                                                                                ENDED    
                                                                                             ------------
                                                                                 PRO-FORMA               
                  OCTOBER 3, OCTOBER 2, OCTOBER 1, SEPTEMBER 30, SEPTEMBER 28, SEPTEMBER 28, NOVEMBER 25,
                     1992       1993       1994        1995          1996          1996          1996    
                  ---------- ---------- ---------- ------------- ------------- ------------- ------------
                                                                                                         
Net income.......  $ 9,852    $ 9,182    $10,449      $10,904       $ 8,163       $(2,132)      $  915   
Adjustments to                                                                                           
calculate EBITDA                                                                                         
 Taxes...........    7,134      6,649      7,508        7,931         6,205           --           731   
 Interest........      --         --         --           --            --         17,428          --    
 Amortization....    1,239      1,239      1,528        1,624         1,624         2,782          250   
 Depreciation....    7,893      7,839      9,090        8,740         7,292         8,866          342   
 Loss on Disposal                                                                                        
  of Property,                                                                                           
  Plant and                                                                                              
  Equipment......      --         --           4          678           796           796          --    
                   -------    -------    -------      -------       -------       -------       ------   
EBITDA...........  $26,118    $24,909    $28,579      $29,877       $24,080       $27,740       $2,236   
                   =======    =======    =======      =======       =======       =======       ======   

                         THE COMPANY                                                                     
                  -------------------------                                                              
                   HISTORICAL   PRO FORMA                                                                
                  ------------ ------------                                                              
                    5 WEEKS      13 WEEKS                                                                
                     ENDED        ENDED                                                                  
                  ------------ ------------                                                              
                  DECEMBER 28, DECEMBER 28,                                                              
                      1996         1996                                                                  
                  ------------ ------------                                                              
                                                                                                         
Net income.......    $ (811)     $(2,640)                                                                
Adjustments to                                                                                           
calculate EBITDA                                                                                         
 Taxes...........       --           --                                                                  
 Interest........     1,538        4,227                                                                 
 Amortization....       287          638                                                                 
 Depreciation....       682        2,217                                                                 
 Loss on Disposal                                                                                        
  of Property,                                                                                           
  Plant and                                                                                              
  Equipment......       --           --                                                                  
                  ------------ ------------                                                              
EBITDA...........    $1,696      $ 4,442                                                                 
                  ============ ============                                                              

The pro forma income statement and pro forma EBITDA as presented do not     
include adjustments to reflect the elimination of the Company's frozen    
portion controlled steak business which was discontinued in the third     
 quarter of fiscal 1996. Removal of the frozen portion controlled steak from
the historical year ended income statement would have resulted in a       
reduction in net sales of $8.5 million, a reduction in cost of goods sold 
of $9.6 million and a reduction in general and administrative expenses of 
$.4 million. Additionally, the proforma income statements as presented do 
not include adjustments which, when applied, would restate the historical 
income statements to reflect management's estimate of the Company's       
selling, general and administrative expenses on a stand alone basis. These
adjustments, if made to the quarter ended and year ended income statements
 respectively, would include the elimination of $.5 million and $3.8 million
in allocated indirect selling expenses from Tyson, as well as the         
elimination of $.6 million and $3.5 million of allocated general          
administrative expenses from Tyson, and the addition of $.5 million and   
$3.4 million in selling, general and administrative expense, representing 
management's estimate of stand alone expenses.                            

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SELECTED FINANCIAL DATA 

The following table presents (i) selected historical financial information  
of the Business, as of the dates and for the periods indicated, and (ii)        
summary pro forma financial information of the Company, as of the date and for  
the period indicated, adjusted for the completion of the Acquisition, the       
application of the net proceeds of the Financing and the events described in    
"Unaudited Pro Forma Financial Information." The historical financial           
information for each of the three years in the period ended September 28, 1996  
has been derived from the Business' financial statements, which have been       
audited by Ernst & Young LLP. The historical financial information for each of  
the two years in the period ended October 2, 1993 has been derived from         
unaudited financial statements and, in the opinion of management, includes all  
adjustments (consisting of normal recurring accruals) necessary for a fair      
presentation of results of operations for these periods. The summary pro forma  
information does not purport to represent what the Company's results of         
operations would have been if such events had occurred at the dates indicated,  
nor does such information purport to project the results of the Company for     
any future period. The summary financial information should be read in          
conjunction with "Unaudited Pro Forma Financial Information," "Management's     
Discussion and Analysis of Financial Condition and Results of Operations" and   
the Financial Statements and the Notes thereto included elsewhere in this       
Prospectus.                                                                     

                                                        [Enlarge/Download Table]

                                                                                               THE BUSINESS
                                                                                  THE COMPANY   HISTORICAL 
                                                                                   PRO FORMA   ------------
                                      THE BUSINESS HISTORICAL                     FISCAL YEAR    8 WEEKS   
                                         FISCAL YEAR ENDED                           ENDED        ENDED    
                    ------------------------------------------------------------ ------------- ------------
                    OCTOBER 3, OCTOBER 2, OCTOBER 1, SEPTEMBER 30, SEPTEMBER 28, SEPTEMBER 28, NOVEMBER 25,
                       1992       1993       1994        1995          1996          1996          1996    
                    ---------- ---------- ---------- ------------- ------------- ------------- ------------
                                              (DOLLARS IN THOUSANDS)                                       
                                                                                                           
INCOME STATEMENT                                                                                           
 DATA:                                                                                                     
Sales.............   $295,835   $294,468   $331,969    $304,474      $232,761      $234,921      $31,966   
Cost of goods                                                                                              
 sold.............    252,544    246,630    278,600     250,787       189,559       189,273       25,917   
                     --------   --------   --------    --------      --------      --------      -------   
  Gross profit....     43,291     47,838     53,369      53,687        43,202        45,648        6,049   
Selling, general                                                                                           
 and administra-                                                                                           
 tive.............     25,066     30,768     33,880      31,514        26,414        26,774        4,153   
Amortization......      1,239      1,239      1,528       1,624         1,624         2,782          250   
Plant relocation..        --         --         --        1,036           --            --           --    
                     --------   --------   --------    --------      --------      --------      -------   
  Total operating                                                                                          
   expenses.......     26,305     32,007     35,408      34,174        28,038        29,556        4,403   
                     --------   --------   --------    --------      --------      --------      -------   
Operating income..     16,986     15,831     17,961      19,513        15,164        16,092        1,646   
Interest expense..        --         --         --          --            --         17,428          --    
Other expenses....        --         --           4         678           796           796                
                     --------   --------   --------    --------      --------      --------      -------   
Earnings before                                                                                            
 taxes on income..     16,986     15,831     17,957      18,835        14,368        (2,132)       1,646   
Provision for in-                                                                                          
 come taxes.......      7,134      6,649      7,508       7,931         6,205           --           731   
                     --------   --------   --------    --------      --------      --------      -------   
  Net income......   $  9,852   $  9,182   $ 10,449    $ 10,904      $  8,163      $ (2,132)     $   915   
                     ========   ========   ========    ========      ========      ========      =======   
OTHER DATA:                                                                                                
EBITDA, as                                                                                                 
 defined(1).......   $ 26,118   $ 24,909   $ 28,579    $ 29,877      $ 24,080      $ 27,740        2,238   
Cash provided by                                                                                           
 operating                                                                                                 
 activities(2)....        --         --      16,724      21,107        15,895         8,332          962   
Cash provided by                                                                                           
 (used for)                                                                                                
 investing                                                                                                 
 activities(2)....        --         --     (39,773)      2,510          (609)         (609)        (141)  
Cash provided by                                                                                           
 (used for)                                                                                                
 financing                                                                                                 
 activities(2)....        --         --      23,075     (23,637)      (15,286)       (7,723)        (821)  
Ratio of earnings                                                                                          
 to fixed                                                                                                  
 charges(3).......                                                      958.9x          0.9x       716.7x  
Capital expendi-                                                                                           
 tures............      4,600      3,300      6,580       2,792           735           735          141   
Cost of goods sold                                                                                         
 as a % of sales..       85.4%      83.8%      83.9%       82.4%         81.4%         80.6%        81.1%  
Selling and gen-                                                                                           
 eral and adminis-                                                                                         
 trative expenses                                                                                          
 as a % of sales..        8.5%      10.4%      10.2%       10.4%         11.3%         11.4%        13.0%  

                           THE COMPANY                                                                     
                    -------------------------                                                              
                     HISTORICAL   PRO FORMA                                                                
                    ------------ ------------                                                              
                      5 WEEKS      13 WEEKS                                                                
                       ENDED        ENDED                                                                  
                    ------------ ------------                                                              
                    DECEMBER 28, DECEMBER 28,                                                              
                        1996         1996                                                                  
                    ------------ ------------                                                              
                                                                                                           
INCOME STATEMENT                                                                                           
 DATA:                                                                                                     
Sales.............    $ 17,118     $ 49,084                                                                
Cost of goods                                                                                              
 sold.............      14,445       40,992                                                                
                    ------------ ------------                                                              
  Gross profit....       2,673        8,092                                                                
Selling, general                                                                                           
 and administra-                                                                                           
 tive.............       1,659        5,867                                                                
Amortization......         287          638                                                                
Plant relocation..         --           --                                                                 
                    ------------ ------------                                                              
  Total operating                                                                                          
   expenses.......       1,946        6,505                                                                
                    ------------ ------------                                                              
Operating income..         727        1,587                                                                
Interest expense..       1,538        4,227                                                                
Other expenses....                                                                                         
                    ------------ ------------                                                              
Earnings before                                                                                            
 taxes on income..        (811)      (2,640)                                                               
Provision for in-                                                                                          
 come taxes.......         --           --                                                                 
                    ------------ ------------                                                              
  Net income......    $   (811)    $ (2,640)                                                               
                    ============ ============                                                              
OTHER DATA:                                                                                                
EBITDA, as                                                                                                 
 defined(1).......       1,696        4,442                                                                
Cash provided by                                                                                           
 operating                                                                                                 
 activities(2)....        (380)         660                                                                
Cash provided by                                                                                           
 (used for)                                                                                                
 investing                                                                                                 
 activities(2)....    (184,744)    (184,885)                                                               
Cash provided by                                                                                           
 (used for)                                                                                                
 financing                                                                                                 
 activities(2)....     185,139      184,240                                                                
Ratio of earnings                                                                                          
 to fixed                                                                                                  
 charges(3).......         0.5x         0.4x                                                               
Capital expendi-                                                                                           
 tures............         395          395                                                                
Cost of goods sold                                                                                         
 as a % of sales..        84.4%        83.5%                                                               
Selling and gen-                                                                                           
 eral and adminis-                                                                                         
 trative expenses                                                                                          
 as a % of sales..         9.7%        12.0%                                                               

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                                                                [Download Table]

                                                           AT DECEMBER 28, 1996 
                                                          ----------------------
                                                          THE COMPANY HISTORICAL
                                                          ----------------------
                                                          (DOLLARS IN THOUSANDS)
                                                                                
BALANCE SHEET AND OTHER DATA:                                                   
Working capital..........................................        $ 25,921       
Total assets.............................................         204,077       
Total liabilities........................................         159,888       
Total liabilities and stockholders' equity...............         204,077       

-------                                                                         
(1) EBITDA as defined represents the sum of income before interest expense and  
provision for income taxes, plus depreciation, amortization and other   
 expenses, which consists of losses on dispositions of property, plant and
equipment. EBITDA should not be construed as a substitute for operating 
  income, net income, or cash flow from operating activities for purposes of
  analyzing the Company's operating performance, financial position and cash
flows. The Company has presented EBITDA because it is commonly used by  
investors to analyze and compare companies on the basis of operating    
performance and to determine a company's ability to service debt.       

                                                        [Enlarge/Download Table]

                                                                                               THE                         
                                                                                             BUSINESS                      
                                                                                            HISTORICAL     THE COMPANY     
                                                                                            ---------- --------------------
                                                                                                       HISTORICAL PRO FORMA
                                                                                                       ---------- ---------
                                                                                             8 WEEKS    5 WEEKS   13 WEEKS 
                                                                                              ENDED      ENDED      ENDED  
                                                                                            ---------- ---------- ---------
                                                                                PRO-FORMA                                  
                 OCTOBER 3, OCTOBER 2, OCTOBER 1, SEPTEMBER 30, SEPTEMBER 28, SEPTEMBER 28,  NOVEMBER   DECEMBER  DECEMBER 
                    1992       1993       1994        1995          1996          1996       25, 1996   28, 1996  28, 1996 
                 ---------- ---------- ---------- ------------- ------------- ------------- ---------- ---------- ---------
                                                                                                                           
Net income                                                                                                                 
 (loss).........  $ 9,852    $ 9,182    $10,449      $10,904       $ 8,163       $(2,132)     $  915     $ (811)   $(2,640)
Adjustments to                                                                                                             
 calculate                                                                                                                 
 EBITDA                                                                                                                    
Taxes...........    7,134      6,649      7,508        7,931         6,205           --          731        --         --  
Interest........      --         --         --           --            --         17,428         --       1,538      4,227 
Amortization....    1,239      1,239      1,528        1,624         1,624         2,782         250        356        638 
Depreciation....    7,893      7,839      9,090        8,740         7,292         8,866         342        682      2,217 
(Gain) Loss on                                                                                                             
 Disposal of                                                                                                               
 Property, Plant                                                                                                           
 and Equipment..      --         --           4          678           796           796         --         --         --  
                  -------    -------    -------      -------       -------       -------      ------     ------    ------- 
EBITDA as                                                                                                                  
 defined........  $26,118    $24,909    $28,579      $29,877       $24,080       $27,746      $2,238     $1,765    $ 4,442 
                  =======    =======    =======      =======       =======       =======      ======     ======    ======= 

(2) Historical cash flow statement information is not available for 1992 and    
1993 as separate balance sheets for the Business were not maintained.   
(3) The historical financial statements of the Business do not reflect any      
interest expense as Tyson did not allocate any such expense to the      
Business. The only fixed charge that the Business incurred historically 
was the estimated interest component of rent expense. The pro forma     
  earnings to fixed charges include the pro forma effect of interest expense
incurred due to debt from the Acquisition.                              

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

GENERAL                                                                         

In the Acquisition, the Company acquired the Business from Tyson. Prior to  
the Acquisition, (i) Gorges/Quik-to-Fix Foods, Inc. had no significant assets   
or liabilities and had not conducted any business, other than in connection     
with the Transactions, and (ii) the Business was not operated by Tyson as a     
distinct legal entity.                                                          

The following discussion should be read in conjunction with the audited and 
unaudited Financial Statements and the Notes thereto, and the Unaudited Pro     
Forma Financial Statements and the Notes thereto of the Company, included       
elsewhere in this Prospectus.                                                   

RESULTS OF OPERATIONS                                                           

PRO FORMA THREE MONTHS ENDED DECEMBER 28, 1996 COMPARED TO THREE MONTHS ENDED   
DECEMBER 30, 1995                                                               

Discussion of the results of operations for the Company as they relate to   
the fiscal three month period are made in reference to the pro forma Statement  
of Income, which represents an adjusted combination of the two stub periods,    
one of the Business, and one of the Company, which together completes coverage  
of the time of the three month period ended December 28, 1996.                  

The Company has experienced an overall decrease in net sales during the past
two years and continuing into the three month period ended December 28, 1996    
(the first quarter of fiscal 1997). The decreases are primarily due to reduced  
sales volumes, and to a lesser extent, decreases in average selling prices.     
The decreases in average selling prices are primarily due to lower prices for   
two key raw materials, 90% lean beef trimmings and rib lifter meat, which the   
Company has passed on, in part, to customers. Overall, the lower sales volumes  
in the current periods are related to the uncertainties which surrounded the    
Company when Tyson announced its intent to sell the Business in early 1996. As  
a result of the uncertainties and the activity surrounding the acquisition the  
Company did not have the benefit of aggressively selling during the bid         
programs for the 1996-1997 fiscal school year, and also as a direct result of   
uncertainties related to the sale prior to its consummation, some national      
customers did not place larger contracts with the Company which it had          
garnered in prior years, primarily a large account which in the past has        
purchased a significant amount of ground beef from the Company. Also            
responsible for sales declines are the reduced sales of ground beef, primarily  
related to the completion of a temporary contract with a national fast food     
chain, and lower volumes for frozen portion steaks, a business which the        
Company discontinued in fiscal 1996. Sales volumes for the Company's value      
added products have generally increased during the past two years due to        
overall market growth for these products and the introduction of new products.  
These increases in sales volumes for value added products were partially        
offset by the loss of some business with several national accounts. Management  
believes that the decrease in net sales during the past two years and during    
the first quarter of fiscal 1997 does not represent a continuing material       
trend. See "Risk Factors--Decreases in Net Sales."                              

Gross profit declined in the three month period ended December 28, 1996, as 
compared to the three month period ended December 30, 1995, continuing a trend  
from fiscal 1996. The decline in gross profit in fiscal 1996 is attributable    
primarily to the lower sales volumes described above. As a percentage of        
sales, gross profits declined from 18.2% in the first quarter of 1996 to 16.5%  
in the first quarter of 1997 (pro forma). The decline in gross profit as a      
percentage of sales is attributable to the declines in the raw materials        
costs, changes in product mix as the Company's sales of lower margin ground     
beef and portion steaks decreased, and a reduction of variable overhead offset  
by an overall increase in depreciation expense due to the write-up of fixed     
assets. The decrease in gross profit as a percentage of sales was also          
partially due to several factors, including inefficiencies and costs related    
to the Company's efforts to hold down production in an effort to increase       
cycle times and reduce inventory levels.                                        

The Company's operating income decreased in the first quarter of 1997 due   
primarily to the overall decrease in the level of sales due to the product      
discontinuations and the negative effects of the announced sale of the          
Business and the subsequent eight month period of uncertainty until the         
completion of the Acquisition, as well as the effects on overhead of the        
Acquisition as amortization and depreciation expenses have increased.           

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Sales for the three month period ended December 28, 1996 were $49.1 million 
as compared to sales for the three months ended December 30, 1995 of $59.1      
million, a decrease of 16.9%. The decrease as discussed above is primarily      
related to the discontinuance of certain products, as well as the restructure   
and sale of the business as some sales in product lines which require contract  
or annual bid processes were limited during the acquisition period, and         
certain national and ground beef customers were lost during the second half of  
1996.                                                                           

Operating expenses were $6.5 million and $7.2 million for the three month   
periods ended December 28, 1996 and December 30, 1995, respectively. The $0.7   
million decrease was attributable to the differences in the method of           
operations between the Company and the Business, as selling, general and        
administrative costs decreased by $0.9 million (1997--$5.9 million; 1996--$6.8  
million) as a result of the differences in the actual costs incurred by the     
Company as compared to the costs previously allocated to the Business. Also,    
as a direct result of the Acquisition, amortization expense increased by $0.2   
million (1997--$0.6 million; 1996--$0.4 million).                               

Interest and Other (income) expense increased from income of $0.02 million  
in 1996 to expense of $4.2 million in 1997, primarily due to the interest on    
subordinated notes and the term and revolving notes incurred a a direct result  
of the Acquisition, and amortization of debt issuance costs related to the      
issuance of the Notes totaling $4.2 million, with no comparable amount in       
1996. Tyson did not allocate interest expense to the Business.                  

The $2.6 million pro forma net loss for the three months ended December 28, 
1996 compares to net income of $2.0 million for the same period of fiscal       
1996. The $4.6 million increase in net loss resulted primarily from the         
decreased sales and gross margin dollars, partially offset by a decrease in     
operating expenses along with a significant increase in interest expense        
related to the acquisition, and the related effects of the above on income      
taxes (a reduction from $1.6 million in fiscal 1996 due to the incurrence of a  
net loss).                                                                      

COMPARISON OF THE YEARS ENDED SEPTEMBER 28, 1996, SEPTEMBER 30, 1995 AND        
OCTOBER 1, 1994                                                                 

The following tables set forth, for the fiscal periods indicated, (i) sales 
and categories of expenses in dollars and as a percentage of sales and (ii)     
production volumes.                                                             

                                                                [Download Table]

                                            FISCAL YEAR ENDED                 
                               ---------------------------------------------- 
                                 OCTOBER 1,    SEPTEMBER 30,   SEPTEMBER 28,  
                                    1994            1995            1996      
                               --------------  --------------  -------------- 
                                    (DOLLARS AND POUNDS IN THOUSANDS)         
                                                                              
Sales......................... $331,969 100.0% $304,474 100.0% $232,761 100.0%
Cost of goods sold............  278,600  83.9   250,787  82.4   189,559  81.4 
                               -------- -----  -------- -----  -------- ----- 
Gross profit..................   53,369  16.1    53,687  17.6    43,202  18.6 
Operating expenses............   35,408  10.7    34,174  11.2    28,038  12.0 
                               -------- -----  -------- -----  -------- ----- 
Operating income..............   17,961   5.4    19,513   6.4    15,164   6.5 
Other expenses................        4   0.0       678   0.2       796   0.3 
                               -------- -----  -------- -----  -------- ----- 
Earnings before taxes on                                                      
 income.......................   17,957   5.4    18,835   6.2    14,368   6.2 
Provision for income taxes....    7,508   2.3     7,931   2.6     6,205   2.7 
                               -------- -----  -------- -----  -------- ----- 
Net income.................... $ 10,449   3.1% $ 10,904   3.6% $  8,163   3.5%
                               ======== =====  ======== =====  ======== ===== 
Volumes (in pounds)...........  224,809         215,289         173,821       

The Company has experienced an overall decrease in net sales during the past
two years primarily due to reduced sales volumes, and to a lesser extent,       
decreases in average selling prices. The decreases in average selling prices    
are primarily due to lower prices for two key raw materials, 90% lean beef      
trimmings and rib lifter meat, which the Company has passed on, in part, to     
customers. The lower sales volumes are principally attributable to reduced      
sales of ground beef, primarily related to the completion of a temporary        
contract with a national fast                                                   

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food chain, and lower volumes for frozen portion steaks, a business which the   
Company discontinued in fiscal 1996. Sales volumes for the Company's value      
added products have generally increased during the two year period due to       
overall market growth for these products and the introduction of new products.  
These increases in sales volumes for value added products were partially        
offset by the loss of some business with several national accounts.             

Gross profit declined in fiscal 1996 relative to fiscal 1995 and was        
unchanged in fiscal 1995 relative to fiscal 1994. The decline in gross profit   
in fiscal 1996 is attributable primarily to the lower sales volumes described   
above. However, as a percentage of sales, gross profits improved from 16.1% in  
fiscal 1994 to 17.6% in fiscal 1995 and to 18.6% in fiscal 1996. The            
improvement in gross profit as a percentage of sales is attributable to the     
declines in the raw materials costs and changes in product mix, with the        
Company's sales of lower margin ground beef and portion steaks decreasing. The  
increase in gross profit as a percentage of sales was partially offset by       
several factors, including inefficiencies and costs related to the              
Reconfiguration and losses incurred in disposing of portion steak inventory in  
connection with the discontinuation of that product.                            

In late fiscal 1995 and the first half of fiscal 1996, the Company relocated
the production lines for several products in order to take advantage of lower   
labor costs and to segregate production between cooked and uncooked products    
to assure high standards for food safety preparation. The Company had           
significant problems related to the Reconfiguration, including product quality  
and order fulfillment issues. The Company estimates that non-recurring costs    
totaling approximately $4.3 million were incurred in connection with the        
Reconfiguration, which adversely affected gross profit and operating income in  
fiscal 1996.                                                                    

The Company decided to exit the frozen portion steak business in March 1996 
due to increased consumer preference for fresh cut steaks resulting in a        
decrease in sales of $24.7 million. This change in the marketplace had          
resulted in a steady deterioration in the Company's sales volumes for frozen    
portion steaks. Subsequent to the decision to exit this business, the Company   
was forced to sell inventory at significant discounts, with this product        
generating negative gross profit of approximately $1.1 million and an           
operating loss of approximately $1.5 million in fiscal 1996. The portion steak  
business had operating income of approximately $1.0 million in fiscal 1995 and  
approximately $3.7 million in fiscal 1994.                                      

The Company's operating income increased in fiscal 1995 due primarily to the
positive impact of the lower raw material prices. In fiscal 1996, operating     
income decreased approximately 22% from fiscal 1995 due primarily to lower      
gross profit partially offset by a reduction in indirect selling expenses and   
general and administrative expenses allocated by Tyson.                         

Sales                                                                         

The following table outlines sales by product category for fiscal 1994,     
fiscal 1995 and fiscal 1996.                                                    

                                                                [Download Table]

                                                    FISCAL YEAR ENDED           
                                          --------------------------------------
                                          OCTOBER 1, SEPTEMBER 30, SEPTEMBER 28,
                                             1994        1995          1996     
                                          ---------- ------------- -------------
                                            (DOLLARS AND POUNDS IN THOUSANDS,   
                                                EXCEPT PER POUND AMOUNTS)       
                                                                                
DOLLARS                                                                         
Value added products.....................  $138,745    $154,124      $149,564   
Ground beef..............................   150,740     117,118        74,670   
Frozen portion steaks....................    42,484      33,232         8,527   
                                           --------    --------      --------   
                                           $331,969    $304,474      $232,761   
                                           ========    ========      ========   
VOLUMES (IN POUNDS)                                                             
Value added products.....................    80,493      95,113        93,631   
Ground beef..............................   132,545     111,429        77,604   
Frozen portion steaks....................    11,771       8,747         2,586   
                                           --------    --------      --------   
                                            224,809     215,289       173,821   
                                           ========    ========      ========   
SALES PER POUND                                                                 
Value added products.....................  $   1.72    $   1.62      $   1.60   
Ground beef..............................      1.14        1.05          0.96   
Frozen portion steaks....................      3.61        3.80          3.30   
                                           --------    --------      --------   
Overall average..........................  $   1.48    $   1.41      $   1.34   
                                           ========    ========      ========   

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Value Added Products. Sales of value added products decreased approximately 
3% in fiscal 1996 after increasing approximately 11% in fiscal 1995. The        
decrease in fiscal 1996 was due to a slight decrease in both sales volumes and  
selling prices. Sales volumes decreased due to the loss of some business with   
national account customers and the elimination of certain less profitable       
products, partially offset by sales of newly introduced products.               
Additionally, fiscal 1996 sales were adversely affected by order fulfillment    
and quality problems resulting from the Reconfiguration. Sales volumes in       
fiscal 1995 increased due to growth in the market for certain of the Company's  
products, such as country fried steak and fully cooked charbroiled patties,     
and due to the inclusion of Gorges, Inc.'s products for a full year in fiscal   
1995 as compared to only nine months in fiscal 1994. Selling prices for value   
added products were slightly lower in both fiscal 1996 and fiscal 1995          
primarily due to lower prices for two key raw materials, 90% lean beef          
trimmings and rib lifter meat. Additionally, with the acquisition of Gorges,    
Inc. the Company entered the commodity reprocessing market whereby the Company  
receives meat from the federal government which is then processed and sold to   
school districts. The Company does not purchase the meat used in commodity      
reprocessing and only charges the school system customers for the conversion    
costs, plus related margin, incurred during the reprocessing.                   

Ground Beef. Ground beef sales decreased 36% in fiscal 1996 versus fiscal   
1995 and 22% in fiscal 1995 versus fiscal 1994 due to decreases in sales        
volumes and average selling prices. A major reason for the decrease in sales    
volumes in fiscal 1996 was the completion in late fiscal 1995 of a temporary    
contract with a national fast food chain related to a product promotion by the  
chain resulting in a decrease in sales of $21.2 million. The Company's sales    
volumes with this customer were approximately 34.4 million pounds in fiscal     
1994, 21.2 million pounds in fiscal 1995 and 0.5 million pounds in fiscal       
1996. This loss was partially offset in fiscal 1996 by increases in ground      
beef sales to a national club store, with sales volumes to this customer        
increasing to approximately 21.0 million pounds from approximately 16.2 pounds  
in fiscal 1995. Sales volumes with this customer were approximately 23.0        
million pounds in fiscal 1994. Although the Company will continue to fulfill    
its present commitments to this customer in fiscal 1997, total sales to this    
customer are likely to be significantly lower in fiscal 1997 than in fiscal     
1996 due to the customer's decision to increase its purchases from one of the   
Company's competitors. Average selling prices per pound decreased in fiscal     
1996 and fiscal 1995 primarily due to the decreases in raw material costs. The  
Company's ground beef contracts with its national account customers are         
generally based on the market price of the raw materials used in manufacturing  
the product and, therefore, changes in the costs of raw materials are           
generally passed along to customers.                                            

Gross Profit                                                                  

The following table outlines gross profit by product category for fiscal    
1994, fiscal 1995 and fiscal 1996.                                              

                                                        [Enlarge/Download Table]

                                          FISCAL YEAR ENDED                            
                          ----------------------------------------------------------   
                            OCTOBER 1,          SEPTEMBER 30,        SEPTEMBER 28,     
                               1994                 1995                 1996          
                          ----------------    -----------------    -----------------   
                           (DOLLARS IN THOUSANDS, EXCEPT PER POUND AMOUNTS)            
                                                                                       
DOLLARS                                                                                
Value added products....   $         34,853      $         38,971     $         37,543 
Ground beef.............             11,783                11,153                6,743 
Frozen portion steaks...              6,733                 3,563               (1,084)
                           ----------------      ----------------     ---------------- 
                           $         53,369      $         53,687     $         43,202 
                           ================      ================     ================ 
PERCENTAGE OF SALES                                                                    
Value added products....               25.1%                 25.3%                25.1%
Ground beef.............                7.8                   9.5                  9.0 
Frozen portion steaks...               15.8                  10.7                (12.7)
                           ----------------      ----------------     ---------------- 
Overall gross profit                                                                   
 percentage.............               16.1%                 17.6%                18.6%
                           ================      ================     ================ 
PER POUND                                                                              
Value added products....   $           0.43      $           0.41     $           0.40 
Ground beef.............               0.09                  0.10                 0.09 
Frozen portion steaks...               0.57                  0.41                (0.42)
                           ----------------      ----------------     ---------------- 
Overall gross profit per                                                               
 pound..................   $           0.24      $           0.25     $           0.25 
                           ================      ================     ================ 

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Value Added Products. Gross profit from value added products decreased 4% in
fiscal 1996 from fiscal 1995, after increasing approximately 12% from fiscal    
1994. As a percentage of sales, gross profit remained relatively constant for   
all three years at approximately 25%, but decreased slightly on a per pound     
basis in each of the years. The decrease in gross profit in fiscal 1996 was     
due primarily to the decrease in sales volumes and non-recurring costs          
incurred in connection with the order fulfillment and quality problems related  
to the Reconfiguration. These decreases were partially offset by the decreases  
in raw material costs and the favorable effects of a higher margin sales mix.   
The non-recurring costs related to the Reconfiguration were approximately $4.3  
million, the absence of which would have increased gross profit as a            
percentage of sales to approximately 27.5%.                                     

Gross profit increased in fiscal 1995 due primarily to higher sales volumes.
Lower selling prices were effectively offset by the lower costs of raw          
materials in fiscal 1995.                                                       

Ground Beef. Gross profit from ground beef sales fell approximately 40% in  
fiscal 1996 compared to fiscal 1995, after being flat relative to fiscal 1994.  
The decrease in fiscal 1996 was primarily due to the reduction in sales         
volumes discussed above. Additionally, gross profit as a percentage of sales    
and gross profit per pound fell to 9.0% and $0.09 per pound, respectively, in   
fiscal 1996 from 9.5% and $0.10, respectively, in fiscal 1995. The decrease in  
volumes resulted in reduced plant utilization and increased the conversion      
costs per pound for ground beef in fiscal 1996. Meat costs continued to         
decrease in fiscal 1996; however, the Company passed along the majority of the  
benefit resulting from the lower meat prices due to the formula based pricing   
contained in many of the sales contracts with the Company's national account    
customers. In fiscal 1995, the Company's gross profit as a percentage of sales  
and gross profit per pound from the ground beef business increased to 9.5% and  
$0.10 per pound, respectively, from 7.8% and $0.09 per pound, respectively, in  
fiscal 1994. These improvements were generally attributable to a reduction in   
the average cost of ground beef sold of approximately $0.10 per pound. This     
decrease was due primarily to lower costs for 90% lean beef trimmings.          

Operating Expenses                                                            

The following table shows the components of the Company's operating expenses
for fiscal 1994, fiscal 1995 and fiscal 1996.                                   

                                                                [Download Table]

                                                 FISCAL YEAR ENDED           
                                       --------------------------------------
                                       OCTOBER 1, SEPTEMBER 30, SEPTEMBER 28,
                                          1994        1995          1996     
                                       ---------- ------------- -------------
                                               (DOLLARS IN THOUSANDS)        
                                                                             
Direct selling........................  $17,083      $18,546       $18,670   
Indirect selling......................   10,430        6,582         3,782   
                                        -------      -------       -------   
Total selling.........................   27,513       25,128        22,452   
General and administrative............    6,367        6,386         3,962   
Amortization..........................    1,528        1,624         1,624   
Plant relocation......................      --         1,036           --    
                                        -------      -------       -------   
                                        $35,408      $34,174       $28,038   
                                        =======      =======       =======   

Total direct selling expenses, principally consisting of freight and        
freezer, market development and brokerage expenses, increased approximately 1%  
in fiscal 1996 and approximately 9% in fiscal 1995 even though sales volumes    
and dollars decreased in both periods. As a result, direct selling expenses as  
a percentage of sales and on a per pound basis increased in both years. The     
increase in these costs as a percentage of sales and on a per pound basis in    
both years is due, in part, to decreases in sales of ground beef which has      
lower selling expenses. Additionally, in fiscal 1996 the Company experienced    
increases in freight and freezer expenses due to increased usage of more        
expensive third party outside freezer storage space as a result of the          
Reconfiguration of the Garland plant; higher inventory levels as a result of    
reduced sales volumes and opportunistic purchases of raw materials; and the     
added costs of servicing a national account customer. Additionally, brokerage   
costs were                                                                      

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higher due to increases in the brokerage rates on certain products. Total       
market development expenses, which include direct payments and discounts to     
customers made to promote products, were down approximately 13% in fiscal       
1996. Market development expenses are relatively discretionary in nature and    
do not directly correlate with sales volumes or dollars. The decrease in        
market development expenses in fiscal 1996 is due to conscious decisions by     
management to reduce these items, partially offset by increased discounts       
offered to customers in connection with the sales of certain products           
manufactured during the period of the product line Reconfiguration.             

The increase in direct selling expenses in fiscal 1995 is due to increased  
brokerage rates effected for certain products in mid-fiscal 1995 and increased  
market development expenses. As noted above, market development expenses are    
relatively discretionary and management elected to maintain these at levels     
consistent with fiscal 1994.                                                    

Indirect selling expenses for all years represent Tyson sales and marketing 
department expenses allocated to the Company, principally based on the          
Company's sales relative to Tyson's consolidated sales. This allocation         
decreased in both fiscal 1995 and fiscal 1996.                                  

General and administrative expenses are allocations of Tyson's corporate    
expenses. For all periods, the allocation of Tyson's general and                
administrative expenses has been made based on the Company's sales relative to  
Tyson's consolidated sales. The allocation decreased in fiscal 1996 due to the  
decrease in the Company's relative sales and decreases in Tyson's total         
general and administrative costs.                                               

Amortization expense represents the amortization of the excess of the       
purchase price over the fair value of the assets related to the acquisitions    
of Holly Farms and Gorges, Inc. The increase in fiscal 1995 is due to the       
inclusion of a full year of amortization expense related to the Gorges, Inc.    
acquisition which occurred at the beginning of the second quarter of fiscal     
1994.                                                                           

Plant relocation expenses relate to the closure of the LeMars, Iowa facility
and relocation of the production line to other Company facilities.              

Other Expenses                                                                

Other expenses are non-recurring items consisting of losses on the disposal 
of fixed assets.                                                                

Provision for Income Taxes                                                    

The Company's results of operations have historically been included in      
Tyson's consolidated federal income tax return. However, the provision for      
income taxes for fiscal years 1994 through 1996 has been computed as though     
the Company had operated on a stand-alone basis. The Company's effective        
income tax rate was approximately 42%, 42% and 43% for fiscal 1994, fiscal      
1995 and fiscal 1996, respectively.                                             

LIQUIDITY AND CAPITAL RESOURCES                                                 

As a result of the Transactions, the Company has a significant annual       
principal and interest obligations. Borrowings under the Credit Facilities      
which totaled $49.0 million at December 28, 1996 ($40.0 million under the Term  
Loan Facility and $9.0 million under the Revolving Credit Facility) accrued     
interest at an average rate of 8.15% in the five week period ended December     
28, 1996. Borrowings under the Senior Notes totaled $100.0 million at December  
28, 1996, and accrued interest at 11.5%.                                        

In addition to its debt service obligations, the Company will need liquidity
for working capital and capital expenditures. For the fiscal year ended         
September 28, 1996 the Company spent $0.7 million on capital projects. In the   
three month period ended December 28, 1996, the Company spent $0.4 million on   
capital projects, and expects to spend an additional $4.4 million in fiscal     
1997, with as much as $2.0 million being spent on the establishment of a        
corporate administrative function, principally for computer software and        
hardware, as well as office furniture, fixtures and equipment. The remaining    
capital expenditures are primarily for the capital maintenance of the           
Company's facilities as well as the establishment of a research and             
development facility. The Company is in the process of creating an              
administrative structure to provide services some of which are currently being  
provided by Tyson under the Transition Services Agreement. In connection with   
the effort to establish an administrative structure the Company is hiring       
additional personnel into its newly leased Dallas corporate office. The         
Company estimates that fiscal 1997 expenses for its stand-alone administrative  
functions will be approximately $3.4 million.                                   

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The Company's primary sources of liquidity are cash flows from operations   
and borrowings under the Revolving Credit Facility. The Company had additional  
credit availability of $21.0 million under the Revolving Credit Facility at     
December 28, 1996. In the five week period ended December 28, 1996, net cash    
from financing activities of $185.1 million ($194.0 million net of $8.9         
million in financing related expenditures) was partially used by investing      
activities of $184.7 million in connection with the Acquisition and normal      
capital expenditures. Also, the Company had cash used by operating activities   
of $0.4 million, primarily in connection with the increases of working capital  
assets. At December 28, 1996, the Company had cash and cash equivalents of      
approximately $15,000. The Company anticipates that its working capital         
requirements, capital expenditures and scheduled repayments for fiscal 1997     
will be satisfied through a combination of cash flows generated from            
operations together with funds available under the Revolving Credit Facility.   

EFFECTS OF INFLATION                                                            

Inflation has not had a significant effect on the operations of the         
Business. However, in the event of increases in inflation or commodity prices   
from recent levels, the Company could experience sudden and significant         
increases in beef costs. Over periods of 90 days or less, the Company may be    
unable to completely pass these price increases on to its customers.            
Management currently believes that over longer periods of time, it generally    
will be able to pass on price increases to its customers. See "Risk Factors--   
Raw Materials" and "Business--Suppliers."                                       

RECENT ACCOUNTING PRONOUNCEMENTS                                                

The Company does not plan to adopt the fair value-based measurement         
methodology for employees stock options contemplated by Statement of Financial  
Accounting Standards No. 123, "Accounting for Stock-Based Compensation," for    
financial reporting purposes. Accordingly, this Standard is not expected to     
have a significant effect on the Company's financial position or results of     
operations.                                                                     

BUSINESS  

GENERAL                                                                         

Management believes the Company is a leading producer of value added        
processed beef products for the foodservice industry and is one of the few      
companies in this segment of the industry that markets and distributes          
nationally. The Company's products are marketed under the nationally            
recognized Quik-to-Fix and Gorges brand names, as well as the private labels    
of leading national foodservice distributors. The Company believes that its     
products are well positioned to take advantage of what it believes is a trend   
within the foodservice industry towards greater outsourcing of the food         
preparation process. Outsourcing provides many benefits to foodservice          
operators including consistent product quality, reduced preparation costs and   
increased food safety. For the fiscal year ended September 28, 1996, the        
Company had sales of $232.8 million.                                            

The Company purchases fresh and frozen beef and, to a lesser extent, pork   
and poultry, which it processes into a broad range of fully cooked and ready    
to cook products. The Company's two product categories are value added          
products and ground beef. Value added product offerings include (i) breaded     
beef items, such as country fried steak and beef fingers, (ii) charbroiled      
beef, such as fully cooked hamburger patties, fajita strips, meatballs,         
meatloaf and taco meat and (iii) other specialty products, such as fully        
cooked and ready to cook pork sausage, breaded pork and turkey, cubed steaks    
and Philly steak slices. Ground beef product offerings consist primarily of     
uncooked IQF hamburger patties. The Company operates four manufacturing         
facilities, three of which are dedicated to value added products and one of     
which produces ground beef products. The Company's products are sold primarily  
to the foodservice industry, which encompasses all aspects of away-from-home    
food preparation, including commercial establishments such as fast food         
restaurants and family dining restaurants and non-commercial establishments     
such as healthcare providers, schools and corporations. The Company sells its   
products principally through broadline and specialty foodservice distributors.  

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The Company was formed in 1996 in connection with the Acquisition. Prior to 
the Acquisition, the Business operated as part of Tyson, the world's largest    
vertically integrated poultry processor. Tyson acquired a portion of the        
Business in 1989 through its acquisition of Holly Farms. In doing so, Tyson     
acquired two separate beef processing companies, Harker's and Quik-to-Fix,      
Inc., each of which had been acquired by Holly Farms in 1986. In 1990, Tyson    
sold the Harker's brand name and route sales division to Harker's               
Distribution, Inc., a company formed by former members of Harker's management.  
In January 1994, Tyson expanded its beef further processing operations by       
acquiring Gorges, Inc. a leading producer of charbroiled beef products. In      
April 1996, Tyson announced its intention to sell the Business in order to      
concentrate on its core poultry business. The Acquisition was consummated on    
November 25, 1996.                                                              

INDUSTRY                                                                        

The Foodservice Industry                                                      

Purchases of food prepared away from home have grown consistently for over  
forty years and currently represent approximately 45% of total food purchases.  
Demand has risen due to various demographic changes, including increases in     
personal disposable income, the increasing number of single-parent households   
and the rising number of dual income families. Driven by the continuing         
consumer trend toward purchasing food prepared away from home, the foodservice  
industry is projected to grow at a nominal rate of 5.0% in 1996, superior to    
the growth prospects of the food industry in general, according to Technomic    
Inc. The Company believes it has strengthened its relationships with broadline  
and specialty foodservice distributors over the last decade, a period of        
industry consolidation. Furthermore, management believes that the Company is    
well positioned to continue to identify and capitalize on certain segments of   
the foodservice industry that are growing at a faster rate than the             
foodservice industry overall.                                                   

The Company believes that restaurants and other foodservice providers are   
seeking to outsource more of the "back-of-the-house" food preparation process   
in order to reduce preparation costs and to ensure product safety, quality and  
consistency. Management believes the growth in the foodservice industry,        
combined with the trend of outsourcing food preparation, will enhance the       
growth of value added food processors.                                          

The Beef Industry                                                             

Beef is the most consumed protein in the United States on the basis of      
boneless, per capita consumption. Although per capita beef consumption in the   
United States declined through the late 1980s as consumers became more          
concerned about the level of fat in their diet, the beef industry has taken     
steps to maintain beef as the nation's number one protein. Beef is now leaner   
than ever, with the average cut of beef 27% leaner than in 1985, due to closer  
trimming of fat, new leaner cuts of beef and the use of leaner cattle.          
According to the National Livestock and Meat Board, U.S. beef consumption is    
projected to be 65.2 boneless pounds per capita in 1996, up slightly from 64.1  
pounds in 1990 and representing 32.5% of projected total meat consumption.      

According to the Beef Industry Council, within the foodservice industry,    
beef consumption increased from 6.22 billion beef servings in commercial        
restaurants in 1991 to 6.68 billion servings in 1994, a 7.4% increase.          
Furthermore, according to NPD/CREST, ground beef represents 79% of all beef     
served away from home. Fueled by high value "combo" meals in the fast food      
segment, ground beef sales in the restaurant industry grew by 3% in 1995.       

A number of national associations conduct research on consumer preferences  
for beef, run programs to promote the consumption of beef and conduct research  
on improvement of the beef product. These associations, which provide valuable  
category promotion, include The National Cattlemen's Association, The Beef      
Industry Council and the National Livestock and Meat Board.                     

Value Added Beef Processors                                                   

Value added beef processors such as the Company purchase fresh and frozen   
beef and process it into a broad range of fully cooked and ready to cook        
products sold primarily to the foodservice industry, including fast food and    
family dining restaurants, wholesale clubs, healthcare providers, schools and   
corporations. The Company believes that foodservice operators' priorities are   
quality, product consistency, food safety, ease of preparation and price and    
that its products satisfy these priorities.                                     

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GROWTH STRATEGY                                                                 

The Company's business was acquired from Tyson on November 25, 1996. Prior  
to the Acquisition, Tyson's management modified its strategy of providing a     
full range of center of the plate meat proteins in addition to chicken.         
Accordingly Tyson returned its focus to its core poultry business, as           
evidenced by its adoption of the "We're Chicken" campaign in early 1996.        

The Company's principal business objective is to build its higher margin    
value added business. Value added products address many of the concerns within  
the foodservice industry, including cost reduction, food safety and product     
quality and consistency. The Company also intends to utilize its ground beef    
manufacturing capabilities to target higher volume multi-unit accounts,         
especially where opportunities exist to cross-sell its higher margin value      
added products. Management believes that by operating as an integrated, stand   
alone enterprise, the Company will be better able to capitalize on its          
strengths and industry trends, including the following.                         

.  Favorable Trends in the Foodservice Industry. Purchases of food prepared 
away from home have grown consistently for over forty years and       
currently represent approximately 45% of total food purchases. Demand 
has risen due to various demographic changes, including increases in  
personal disposable income, the increasing number of single-parent    
households and the rising number of dual income families.             

The Company believes that there is also an increasing trend within the
foodservice industry toward outsourcing more of the food preparation  
process to reduce preparation costs and to ensure product safety,     
quality and consistency. The Company addresses these outsourcing needs
  by producing products that are precooked or ready to cook (e.g. breaded,
portioned and seasoned) and require little "back-of-the-house"        
preparation.                                                          

.  Strong Brand Names. The Gorges and Quik-to-Fix brands have been          
  established for over 50 and 30 years, respectively. The Company believes
its charbroiled beef and country fried steak customers associate the  
 Gorges and Quik-to-Fix brand names with products that are high quality,
safe and reasonably priced. The Company intends to capitalize on this 
  brand recognition to increase the market penetration of its breaded beef
and charbroiled beef products and to promote additional products under
the Gorges and Quik-to-Fix brand names.                               

.  Focused Sales and Marketing Team. The Company's sales and marketing team 
consists of 16 experienced professionals, most of whom worked with    
Gorges, Inc. or Quik-to-Fix, Inc. prior to their acquisition by Tyson.
 Until May 1996, these sales professionals marketed substantially all of
the Tyson product line. With volume based incentives, sales were      
dominated by high volume chicken products. The Company's sales force, 
  now selling only the Company's product line, continues to be compensated
 based on sales volume and growth based incentive programs, all of which
are tied to sales of the Company's predominantly beef based product   
lines.                                                                

.  Extensive Foodservice Broker Network. Management believes that the       
Company's extensive independent foodservice broker network, consisting
of 51 brokers covering 49 states, is one of its most valuable assets. 
The brokers act as extensions of the Company's in-house sales force,  
providing sales and marketing support and an intensive sales effort   
focused on the major foodservice distributors in each of their        
respective regions. Management anticipates that the existing strong   
  broker relationships will continue because of the revenue stream created
by the Company's products, the continuity of the Company's sales and  
marketing team and the increased responsiveness to broker and customer
 needs resulting from the Company's exclusive focus on its own products.

.  Strong and Diverse Customer Base. The Company has a strong and diverse   
customer base, anchored by 48 of the 50 largest broadline foodservice 
distributors. The Company's products are purchased by 28 of the 50    
largest multi-unit restaurant chains in the United States, including  
Shoney's, Chili's, Ponderosa and Cracker Barrel, as well as by        
institutional customers such as Marriott Corporation and school       
  districts through the USDA Commodity Reprocessing Program. The Company's
products are also purchased by wholesale club stores.                 

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.  Modern Facilities With Excess Capacity. The Company operates four modern 
facilities using state-of-the-art equipment with capacity that will   
allow significant volume increases without major additional capital   
expenditures. Until recently, several plants had duplicative          
capabilities, creating production inefficiencies. During late fiscal  
1995 and the first half of fiscal 1996, Tyson reconfigured the        
facilities, significantly enhancing the operating efficiency of the   
  facilities, increasing capacity and reducing the Company's overall labor
expenditures. The Company believes the full benefits of the           
Reconfiguration will first be realized in fiscal 1997.                

.  Experienced and Focused Management Team. Prior to the Acquisition, the   
Company's four plants operated primarily as independent facilities    
  rather than as an integrated unit. Furthermore, strategic decisions were
made by corporate level managers whose principal focus was on Tyson's 
  core poultry business. The Company is now operated by a team of managers
 almost all of whom have spent the majority of their careers in the beef
processing industry. Most members of the management team were employed
by Gorges, Inc., Quik-to-Fix, Inc. or Harker's prior to their         
acquisition by Tyson. The management team has developed valuable      
industry relationships and has extensive experience in key aspects of 
the Company's operations, including procurement, production, sales and
marketing, research and development and distribution.                 

PRODUCT CATEGORIES                                                              

The Company manufactures and markets an extensive variety of IQF, fully     
cooked and ready to cook beef, pork and poultry products. The Company's         
products are marketed under the nationally recognized Quik-to-Fix and Gorges    
brand names as well as the private labels of leading national foodservice       
distributors.                                                                   

Value Added Products                                                          

The Company's breaded beef products are sold primarily under the Quik-to-Fix
brand. The flagship product of the Quik-to-Fix brand is country fried steak.    
The primary customers for breaded beef products are commercial foodservice      
operators, including Shoney's, Cracker Barrel, Chili's, Steak and Ale and       
Marriott Corporation.                                                           

Charbroiled beef products are the flagship items of the Gorges brand. Under 
the Gorges brand, the Company offers an extensive variety of fully cooked       
charbroiled beef products, including charbroiled steak burgers, meatballs,      
meatloaf, taco meat and chili. Customers for charbroiled beef products include  
a wide variety of commercial users such as Ponderosa, Ryan's, Subway, Golden    
Corral and Marriott Corporation, along with non-commercial users such as        
hospitals, schools and corporations. Growth in charbroiled beef products has    
been driven by customers' desire to minimize preparation time and concerns      
about the food safety issues surrounding the handling of raw beef products.     
The USDA Commodity Reprocessing Program for schools has also played an          
important role in the growth of these products, as it allows the Company to     
couple the processing of federally donated commodity products with the sale of  
other value added products, thereby increasing penetration in the important     
school foodservice program segment.                                             

Other value added products include a wide variety of fully cooked and ready 
to cook items such as pork sausage, beef luncheon steaks, cubed steaks, pre-    
cooked rib patties, meatloaf, stew beef and breaded turkey products. In March   
1996, Quik-to-Fix Beef Steak Slices were introduced for use in Philly steak     
sandwiches, stir-fry and other sliced steak dishes. Customers for these         
specialty items include Stouffer's, Steak and Ale, Sam's Club and Subway.       

Value added products accounted for $149.6 million (66.7%), $154.1 million   
(56.8%) and $138.7 million (47.9%) of sales (excluding frozen portion steak     
sales) in fiscal 1996, fiscal 1995 and fiscal 1994, respectively. Value added   
products accounted for $37.5 million (84.8%), $39.0 million (77.7%) and $34.9   
million (74.7%) of total gross profits (excluding frozen portion steak sales)   
in fiscal 1996, fiscal 1995 and fiscal 1994, respectively.                      

Ground Beef                                                                   

The Company serves the ground beef market principally through the sale of   
IQF patties. The ground beef market is very competitive and is served by a      
large number of national and regional suppliers. The Company's quality          
standards allow the Company to position its ground beef products as safer,      
healthier and more consistent. Ground beef customers include Sonic, Harker's,   
Sam's Club and Sysco.                                                           

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Ground beef accounted for $74.7 million (33.3%), $117.1 million (43.2%) and 
$150.7 million (52.1%) of sales (excluding frozen portion steak sales) and in   
fiscal 1996, fiscal 1995 and fiscal 1994, respectively. Ground beef products    
accounted for $6.7 million (15.2%), $11.2 million (22.3%) and $11.8 million     
(25.3%) of gross profits (excluding frozen portion steak sales) in fiscal       
1996, fiscal 1995 and fiscal 1994, respectively. See "Management's Discussion   
and Analysis of Financial Condition and Results of Operations."                 

SALES AND MARKETING                                                             

Sales and Marketing Team                                                      

The Company's sales and marketing team consists of 16 experienced           
professionals, most of whom worked with Gorges, Inc. or Quik-to-Fix, Inc.       
prior to their respective acquisitions by Tyson. Until May 1996, these sales    
professionals marketed substantially all of the Tyson product line. With        
volume based incentives, sales were dominated by high volume chicken products.  
The Company's sales force, now selling only the Company's product lines,        
continues to be compensated based on sales volume and growth based incentive    
programs, all of which are tied to sales of the Company's predominantly beef    
based product lines.                                                            

Foodservice Broker Network                                                    

Management believes that the Company's extensive independent foodservice    
broker network consisting of 51 brokers covering 49 states, is one of its most  
valuable assets. The brokers act as extensions of the Company's in-house sales  
force, providing sales and marketing support and an intensive sales effort      
focused on the major foodservice distributors in each of their respective       
regions. Most brokers sell a wide variety of products produced by other         
manufacturers. However, the brokers generally do not carry products that        
compete directly with those produced by the Company. The brokers are            
compensated on a commission basis and do not take title to the Company's        
products. Management anticipates that the existing strong broker relationships  
will continue because of the revenue stream created by the Company's products,  
the continuity of the Company's sales and marketing team and the increased      
responsiveness to broker and customer needs resulting from the Company's        
exclusive focus on its own products.                                            

The brokers perform the following functions: (i) sell the Company's products
to foodservice distributors; (ii) provide administrative support for the        
Company and its foodservice distributors; and (iii) sell the Company's          
products to foodservice operators through product presentations, participation  
in broadline foodservice distributor food shows, training seminars for key      
foodservice operators, training seminars for distributor sales representatives  
and introduction and execution of new product rollout and promotional           
activities.                                                                     

CUSTOMERS AND END USERS                                                         

Overview                                                                      

Commercial and non-commercial foodservice operators are the primary end     
users of the Company's products. Commercial foodservice operators include fast  
food and family dining restaurants, multi-unit national chain accounts,         
regional chain accounts and wholesale clubs. Non-commercial foodservice         
operators include hospitals, corporations and schools (including through the    
USDA Commodity Reprocessing Program). The Company's sales force, in             
conjunction with the Company's independent foodservice brokers, markets the     
Company's products to broadline and specialty distributors, multi-unit chains   
and wholesale clubs. The majority of sales to foodservice distributors are      
effected through the Company's independent broker network. Foodservice          
distributors are the principal suppliers of the Company's products to the end   
users.                                                                          

During fiscal 1996, Sysco, Sam's Club and Harker's accounted for 17.8%,     
13.2% and 12.6% of gross sales, respectively. See "Risk Factors--Importance of  
Key Customers."                                                                 

Foodservice Distributors                                                      

Broadline foodservice distributors distribute a full line of dry,           
refrigerated and frozen food products to commercial and non-commercial          
foodservice operators. A majority of the Company's sales are made to broadline  
and specialty foodservice distributors which resell the Company's products to   
end users under the Gorges and Quik-to-Fix brand names or under the             
distributor's private label using items produced and packaged for the           
distributor. The Company has established strong relationships with 48 of the    
top 50 broadline foodservice distributors in the United States, including       
Sysco, Alliant Foodservice, Inc. and PYA/Monarch, Inc.                          

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End Users                                                                     

The four primary end users of the Company's products are: (i) independent   
commercial foodservice operators, including fast food, family dining and fine   
dining restaurants, snack bars and caterers, most of which purchase their       
products through broadline foodservice distributors; (ii) national accounts,    
concentrated in the rapidly growing fast food and family dining category,       
which generally have centralized buying organizations served by either          
broadline or specialty foodservice distributors; (iii) wholesale clubs such as  
Sam's Club and Price/Cost Co.; and (iv) non-commercial foodservice operators,   
including corporate cafeterias and health care and educational institutions,    
most of which purchase their products primarily through broadline foodservice   
distributors.                                                                   

USDA Commodity Reprocessing                                                   

The Company participates in the USDA Commodity Reprocessing Program. Under  
this federal program, the Company takes USDA-donated commodity beef and         
further processes it for schools. The Company charges a fee for processing the  
beef into value-added further processed products such as charbroiled beef       
patties and fully cooked breaded beef patties. The program has complex          
administrative requirements with which the Company has significant experience.  
These complex administrative requirements make it difficult for competitors to  
enter the business on a casual basis. The majority of demand for products       
under the program arises each spring and fall; however, the frozen nature of    
the product allows production to be scheduled throughout the year to keep       
plant utilization high. The Company has historically derived less than 10% of   
its revenues from the USDA Commodity Reprocessing Program.                      

DISTRIBUTION                                                                    

The Company is one of the few value added beef processors that distributes  
its products nationally. Prior to the Acquisition, all of the Company's         
products were shipped frozen to customers, to public warehouses for             
distribution or to a Tyson warehouse for distribution with other Tyson          
products. Historically, two thirds of the Company's shipping requirements have  
been met by independent shippers and trucking lines with the remainder being    
shipped in Tyson-owned trucks with charges to the Company at market rates.      
Between 1994 and the Acquisition Closing, Tyson required the Business to stock  
inventory at four separate warehouses to accommodate Tyson's poultry shipping   
needs, thereby resulting in higher inventory levels. The Company is now in the  
process of establishing its own distribution network using one or more public   
warehouses and common carriers. Management believes that this network will      
allow the Company to maintain its national distribution capability while        
reducing inventory levels.                                                      

SUPPLIERS                                                                       

The three major components of the Company's products are: (i) meat proteins;
(ii) batter, breading, spices and other ingredients; and (iii) packaging        
material.                                                                       

The Company has long standing relationships with numerous major beef        
suppliers and operates a centralized procurement group which is responsible     
for sourcing beef for all of its facilities. Approximately 70% of the           
Company's beef needs are sourced from three major suppliers: IBP; Montfort      
(ConAgra); and Excel (Cargill). The Company's pork and poultry needs also are   
sourced primarily from these major suppliers. Although the supply of meat       
proteins is concentrated, it is a commodity market and supplies at USDA         
standards are readily available from a variety of sources. The Company          
typically purchases raw materials from its suppliers using short-term purchase  
orders. The Company does not speculate in the markets for its raw materials     
and generally does not enter into long-term contractual arrangements with its   
suppliers. As a matter of policy, the Company performs its own quality          
assurance testing of its raw materials. See "Risk Factors--Raw Materials."      

Batters, breading, spices and other ingredients, once specified, are        
purchased at the plant level, typically from regional suppliers.                

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Virtually all packaging material requirements for the Company's products,   
which consist of corrugated boxes, plastic bags and labels, are sourced on a    
local basis for each of the plants.                                             

RESEARCH AND DEVELOPMENT                                                        

Over the past three years, the Company has introduced a variety of new      
products or product extensions, including Beef TastyRib, charbroiled            
meatballs, cooked taco meat, breakfast country fried steaks, beef steak         
slices, Quik-to-Fix homestyle country fried steaks, breaded turkey and cooked   
babyback ribs. Research and development activities for the Business have        
historically been carried out at centralized Tyson facilities in Arkansas, and  
these facilities will be available for use by the Company for up to twelve      
months after the Acquisition Closing. The Company's Garland, Texas facility     
has space which was specifically designed and used for conducting food related  
research and development prior to its acquisition by Tyson. Such space will     
eventually be utilized by the Company for research and development of new and   
existing products. The Company currently employs four research and development  
professionals dedicated to product development, headed by a team leader with a  
Ph.D. in animal science. The Company's research and development team works      
closely with the sales force to respond to changing customer needs.             

ENVIRONMENTAL MATTERS                                                           

The operations of the Company and the ownership of real property by the     
Company are subject to extensive and changing federal, state and local          
environmental laws and regulations. The Company believes it is currently in     
material compliance with all known material and applicable environmental        
regulations and currently does not expect to make material capital              
expenditures with respect to environmental control facilities during fiscal     
1997. The Company did not assume any liabilities for environmental matters      
relating to the operation of the Business prior to the Acquisition Closing. In  
the future, the Company may be involved from time to time in administrative     
and judicial proceedings and inquiries relating to environmental matters and    
may be required to make capital expenditures to comply with environmental       
laws.                                                                           

Prior to the Acquisition, Tyson incurred monthly surcharges of approximately
$40,000 to the city of Garland, Texas as a result of effluent wastewater        
discharges from the Garland, Texas facility. Tyson elected to pay the monthly   
surcharges rather than modify the facility to allow its operation without       
incurring such surcharges. Since the Acquisition, the Company has continued to  
incur the monthly surcharges and the Company currently does not intend to       
modify the facility to allow its operation without incurring such surcharges.   
The amount of the surcharge is calculated based on the amount of effluent       
discharge and the total amount of water used by the Garland, Texas plant.       
Management does not believe that the incurrence of the aforementioned           
surcharges will have a material adverse effect on the Company's business,       
results of operations and debt service capabilities. There can be no            
assurance, however, that such surcharges will not be increased or that the      
Company will not be required to modify its operations, which may result in      
significant expenses or material capital expenditures. See "Risk Factors--      
Compliance with Environmental Regulations."                                     

PROPERTIES                                                                      

The Company's properties consist of the following manufacturing facilities: 

                                                                [Download Table]

 LOCATION                                      PRODUCT CATEGORY   SQUARE FOOTAGE
 --------                                      ----------------   --------------
                                                                                
Garland, Texas.............................. Value added products    122,166    
Harlingen, Texas............................ Value added products    111,412    
Orange City, Iowa........................... Ground beef             135,600    
Sioux Center, Iowa.......................... Value added products     72,211    

All of the manufacturing facilities are owned by the Company. The Company's 
principal executive offices are located at 9441 LBJ Freeway, Suite 214,         
Dallas, Texas 75243.                                                            

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EMPLOYEES                                                                       

The Company employs approximately 1,100 people. Currently, approximately 200
employees of a total of 253 union-eligible employees at the Garland, Texas      
facility are represented by the Union. The Company and the Union have not       
entered into a collective bargaining agreement. The Garland, Texas facility is  
being operated pursuant to the terms and conditions specified by the Company    
at the time of the Acquisition Closing. The Company is not obligated to enter   
into the collective bargaining agreement agreed upon by Tyson and the Union or  
to continue to operate the Garland, Texas facility pursuant to the terms of     
such agreement. Management is currently negotiating a replacement collective    
bargaining agreement with the Union, although there can be no assurance that    
it will be successful in doing so. Except for employees at the Garland, Texas   
facility, none of the Company's employees are represented by a union. The       
Company believes that its employee relationships are generally good.            

PATENTS AND TRADEMARKS                                                          

The Company utilizes a number of U.S. trademarks, the most important of     
which are Gorges(R) and Quik-to-Fix(R). Certain of the Company's products are   
marketed under additional trademarks, such as Crispntender(R), Tenderbroil(R)   
and TastyRib(R). Although the Company's management considers all such           
intellectual property to be valuable assets, management believes that the loss  
or expiration of any patents or trademarks, other than the Gorges or Quik-to-   
Fix trademarks, would not have a material adverse effect on the Company's       
business, results of operations and debt service capabilities.                  

In addition, pursuant to a license agreement entered into in connection with
the Acquisition, the Company has a limited right to use the name "Tyson" to     
the extent it appears on packaging materials obtained in the Acquisition. The   
Company may use such materials until its supply of such materials is            
exhausted, but in no event for more than six months after the date of the       
Acquisition Closing. The Company considers protecting its intellectual          
property rights to be important to its business.                                

All trademarks, service marks and trade names used by the Company are the   
property of the Company, other than the name "Tyson," which the Company is      
licensed to use. Various trademarks, service marks and trade names to which     
reference is made in this Prospectus are the property of owners other than the  
Company. Such owners have all applicable rights with respect to their           
respective trademarks, service marks and trade names.                           

SEASONALITY                                                                     

Certain of the end uses for some of the Company's products are seasonal.    
Demand in many markets is generally higher in the period from July to           
September due to higher demand for beef products during the summer months and   
increased purchasing by schools in anticipation of the commencement of the      
school year. As a result, Company sales and profits are generally higher in     
the Company's fourth quarter than in any other quarter during its fiscal year.  
In addition, demand in many markets is generally lowest in the period from      
January to March, resulting in lower sales and profits in the Company's second  
quarter.                                                                        

COMPETITION                                                                     

The value added beef processing industry is highly competitive, with a large
number of competitors offering similar products. The Company's most             
significant competitors in its primary markets are Advance Meats, King's        
Command, Penthouse Meats, Hudson Specialty Foods, Travis Meats and Zartic. In   
addition, certain of the Company's suppliers, such as Cargill, IBP and          
ConAgra, produce ground beef products that compete directly with certain of     
the Company's products. The Company seeks to successfully compete with these    
suppliers by providing a diversity of product offerings and custom order        
packaging to meet its customers' needs. However, there can be no assurance      
that such suppliers will not expand their presence in the value added beef      
processing industry in the future. These suppliers and Hudson Specialty Foods   
are larger and have greater resources than                                      

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the Company. The Company also faces significant price competition from its      
competitors and may encounter competition from new market entrants. See "Risk   
Factors--Competition."                                                          

GOVERNMENTAL REGULATION                                                         

The Company is subject to federal, state and local health laws and          
regulations that establish standards for the manufacture, storage, labeling     
and transport of foodstuffs. The USDA is the regulatory body which is           
primarily responsible for oversight of the Company's operations. Beef, pork     
and poultry inspection is mandatory, under the jurisdiction of the Food Safety  
and Inspection Service (a division of the USDA), for meat that is transported   
across state lines or is otherwise placed in interstate commerce. Tyson has     
made, and the Company may be required to make, capital expenditures in          
response to changing compliance standards and production, storage, and          
transportation technology.                                                      

The Company operates a USDA-approved Total Quality Control program at each  
facility. The Company's programs assure that the Company's products are         
manufactured under conditions that meet or exceed all applicable government     
standards. Such programs are monitored by federal inspectors and include: (i)   
inspection of meat at various stages of processing; (ii) temperature            
monitoring for both fresh and cooked meat; (iii) review of packaging and        
labels used for fresh and processed meat; and (iv) controlling and monitoring   
the use of additives.                                                           

As a participant in the USDA Commodity Reprocessing Program for schools, the
Company must adhere to certain rules, regulations and guidelines. Such rules,   
regulations and guidelines include financial surety bonding in the state of     
operation, product inspection and grading and certain reporting requirements.   
Should the Company fail to remain in compliance with such rules, regulations    
and guidelines, it could be excluded from the USDA Commodity Reprocessing       
Program which could have a material adverse effect on the Company's business,   
results of operations and debt service capabilities. See "Risk Factors--        
Governmental Regulation."                                                       

The operations and the products of the Company are also subject to state and
local regulation through such measures as licensing of plants, enforcement of   
health standards and inspection of the facilities. Enforcement actions for      
violations of federal, state and local regulations may include seizure and      
condemnation of violative products, cease and desist orders, injunctions        
and/or monetary penalties. Management believes that the Company's facilities    
and practices are sufficient to maintain compliance with applicable government  
regulations, although there can be no assurances in this regard.                

LEGAL PROCEEDINGS                                                               

The Company did not assume any litigation relating to the Business that was 
pending as of the Acquisition Closing. Tyson agreed to indemnify the Company    
with respect to any litigation that may arise in the future to the extent such  
litigation relates to the conduct of the Business prior to the Acquisition      
Closing. The Company is not a party to nor are any of its properties subject    
to any lawsuit or proceeding which, in the opinion of management of the         
Company, is likely, individually or in the aggregate,to have a material         
adverse effect on the Company.                                                  

The Company is likely to be subject to claims arising from time to time in  
the ordinary course of its business. In certain of such actions, plaintiffs     
may request punitive or other damages that may not be covered by insurance      
and, accordingly, no assurance can be given with respect to the ultimate        
outcome of any such possible future claims or litigation or their effect on     
the Company.                                                                    

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MANAGEMENT  

DIRECTORS AND OFFICERS OF THE COMPANY                                           

Set forth below are the names and positions of the directors, officers and  
significant employees of the Company.                                           

                                                                [Download Table]

  NAME                               AGE               POSITION              
  ----                               ---               --------              
                                                                             
J. David Culwell.................... 45  Chief Executive Officer and Director
Richard E. Mitchell.................  55 President and Director              
Randall H. Collins..................  49 Vice President--Sales and Marketing 
A. Scott Letier.....................  35 Chief Financial Officer             
Robert M. Powers....................  55 Vice President--Operations          
Hernando Aviles.....................  40 Vice President--Human Resources     
Stuart Alan Ensor...................  39 Director of Research and Development
Richard L. Cravey...................  51 Director                            
William A. Davies...................  50 Director                            
James A. O'Donnell..................  43 Director                            

J. DAVID CULWELL became Chief Executive Officer and a Director of the       
Company at the time of the Acquisition Closing. Mr. Culwell has been an         
independent food industry consultant since January 1991.                        

RICHARD E. MITCHELL joined Tyson in January 1994 as a Non-Commercial        
Division Manager and in April 1996, was promoted to Vice President/General      
Manager for the Business, where he was responsible for the Sales and            
Marketing, Operations, Research and Development and Quality Assurance, and      
Human Resources departments. Mr. Mitchell formerly was Vice President of Sales  
of Gorges, Inc. and served on the Board of Directors of Gorges, Inc. from July  
1991 until Tyson's acquisition of Gorges, Inc. in 1994. He became a director    
of the Company at the time of the Acquisition Closing.                          

RANDALL H. COLLINS was employed by Tyson as Vice President of Sales and     
Marketing for the Business since April 1996, where he is responsible for a 16   
member sales and marketing staff. Prior to holding this position, Mr. Collins   
held a number of positions at Tyson, including Division Manager for Tyson       
Foodservice, Division Sales Manager for Tyson Beef and Pork, and Division       
Manager for Beef Sales. Prior to joining Tyson in 1989 as a result of Tyson's   
acquisition of Holly Farms, he held a number of general management and sales    
positions at Harker's/Holly Farms and Kraft/General Foods.                      

A. SCOTT LETIER has been Vice President and Chief Financial Officer since   
joining the Company on December 10, 1996. Prior to joining the Company Mr.      
Letier served as the Senior Vice President and Chief Financial Officer of CS    
Wireless Systems, Inc. from July 1996 until December 1996. Mr. Letier also      
served as the Vice President of Finance and Chief Financial Officer of          
AmeriServ Food Company from July 1993 until June 1996. Mr. Letier served as     
the Vice President and Corporate Controller of AmeriServ Food Company from      
February 1992 until July 1993. Mr. Letier is a certified public accountant.     

ROBERT M. POWERS was employed by Tyson as Vice President of Operations for  
the Business since April 1996. Prior to that time, Mr. Powers was Director of   
Commodity Procurement for Tyson, a position to which he was promoted in 1991.   

HERNANDO AVILES was employed by Tyson as Vice President--Human Resources,   
Beef and Pork Division since February 1994, where he was responsible for        
overseeing six personnel location directors, with responsibility over all       
human resources practices and policies. Mr. Aviles joined Tyson in 1989 as the  
Complex Personnel Manager for the New Holland, Pennsylvania complex of Tyson.   
Prior to 1989, Mr. Aviles held various positions at Holly Farms.                

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STUART ALAN ENSOR was named Director of Research and Development and Quality
Assurance for the Business in April 1996. Previously, Mr. Ensor served as       
Senior Food Scientist since December 1993. Prior to that time, Mr. Ensor held   
the position of Senior Food Scientist at Cargill, Inc. from April 1992 until    
November 1993 and a similar position at Pilgrim's Pride Corporation from July   
1990 until March 1992.                                                          

RICHARD L. CRAVEY has been a director of the Company since October 1996. Mr.
Cravey is a member of the General Partner, and is jointly responsible for all   
major decisions of the General Partner. Mr. Cravey is also a member of the      
Management Company, an affiliate of CGW. In addition, Mr. Cravey is a member    
of Le Select III, L.L.C. (the "Limited Partner"), a limited partner of CGW.     
Mr. Cravey has been a member of the General Partner, the Management Company or  
affiliated entities for more than five years. He is a director of AMRESCO,      
Inc. and Cameron Ashley Building Products, Inc.                                 

WILLIAM A. DAVIES has been a director of the Company since October 1996. Mr.
Davies is a member of each of the General Partner and the Limited Partner, and  
is responsible for sourcing, structuring and negotiating transactions,          
participating in strategic planning with portfolio company managements to       
maximize value and managing exit strategies. In addition, Mr. Davies is         
involved in managing the administrative functions of the General Partner. Mr.   
Davies has been a member of the General Partner or an employee of affiliates    
of the General Partner for more than five years.                                

JAMES A. O'DONNELL has been a director of the Company since October 1996.   
Mr. O'Donnell has been a member of the General Partner since 1995, and is       
responsible for sourcing, structuring and negotiating transactions,             
participating in strategic planning with portfolio company managements to       
maximize value and managing exit strategies. Mr. O'Donnell is also a member of  
the Limited Partner. Mr. O'Donnell has been a general partner of Sherry Lane    
Partners, a private equity investment firm based in Dallas, Texas, since 1992.  
Also, Mr. O'Donnell has been a general partner of O'Donnell & Masur, a private  
equity investment firm based in Dallas, Texas, since 1989. He is a director of  
Bestway Rental, Inc.                                                            

EMPLOYMENT AGREEMENTS                                                           

The Company entered into employment agreements (the "Employment Agreements")
with Messrs. Culwell, Mitchell, Collins, Powers, Letier, Aviles and Ensor       
(each a "Senior Manager" and collectively the "Senior Management") for terms    
expiring on the fifth anniversary of the Acquisition Closing, subject to        
automatic one-year renewals unless either party gives 60 days notice not to     
renew. The Company has the right to terminate the Employment Agreements at any  
time prior to expiration. However, if a Senior Manager is terminated other      
than for cause, death or disability, such Senior Manager will receive, in       
addition to earned salary and bonus, a severance payment equal to 12 months     
base salary. If a Senior Manager is terminated for cause, death or disability,  
such Senior Manager will receive only earned salary and bonus due as of the     
date of termination. The Employment Agreements will also contain non-           
competition, non-solicitation and confidentiality provisions.                   

Mr. Culwell's Employment Agreement provides for a base salary of $175,000,  
and Mr. Culwell is eligible to receive a bonus of up to 50% of his base salary  
at the discretion of the Company's Board of Directors. Mr. Mitchell's           
Employment Agreement provides for a base salary of $159,000, and Mr. Mitchell   
eligible to receive a bonus of up to 50% of his base salary at the discretion   
of the Company's Board of Directors. Mr. Collins' Employment Agreement          
provides for a base salary of $142,500, and Mr. Collins is eligible to receive  
a bonus of up to 50% of his base salary at the discretion of the Company's      
Board of Directors. Mr. Powers' Employment Agreement provides for a base        
salary of $115,000, and Mr. Powers will be eligible to receive a bonus of up    
to 40% of his base salary at the discretion of the Company's Board of           
Directors. Mr. Letier's Employment Agreement provides for a base salary of      
$130,000, and Mr. Letier is eligible to receive a bonus of up to 40% of his     
base salary at the discretion of the Company's Board of Directors. Mr. Aviles'  
and Mr. Ensor's Employment Agreements are substantially similar in form to      
those of the other Senior Managers.                                             

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STOCK INCENTIVE PLAN                                                            

At the Acquisition Closing, GHC adopted a Stock Incentive Plan (the "Plan") 
pursuant to which options to purchase up to 112,500 shares of restricted GHC    
common stock (the "Options") may be granted to the Senior Management or other   
employees selected for participation in the Plan by the Company's Board of      
Directors (each an "Optionee"). The Options are subject to a five year vesting  
period and will be exerciseable at the same price per share as the GHC stock    
sold through the Equity Private Placement ("Cost"). The Options will            
immediately and fully vest in the event of a change in control of GHC or the    
Company or the sale of substantially all of the Company's assets. The Options   
will provide that Optionees may not transfer shares acquired pursuant thereto   
except to the extent that any transferee agrees to be bound by the same         
restrictions as the Optionee. The Plan also provides for other equity-based     
forms of incentive compensation in addition to the Options. See "Certain        
Transactions--Securities Purchase and Stockholders Agreement."                  

CERTAIN TRANSACTIONS  

SECURITIES PURCHASE AND STOCKHOLDERS AGREEMENT                                  

At the Acquisition Closing, CGW, NBIC, FPGT and the Senior Managers (except 
for Mr. Letier) (the "Stockholders") entered into a Securities Purchase and     
Stockholders Agreement (the "Securities Purchase and Stockholders Agreement")   
with regard to GHC. All future purchasers of GHC common stock will be required  
to enter into the Securities Purchase and Stockholders Agreement. The           
Securities Purchase and Stockholders Agreement contains provisions concerning   
the governance of GHC and the Company, restrictions on the transferability of   
the securities of GHC and the Company and registration rights for the           
securities of GHC held by the Stockholders.                                     

The governance provisions of the Securities Purchase and Stockholders       
Agreement provide that the Board of Directors of GHC will consist of up to      
five members all of whom shall be designated by CGW, and that the Board of      
Directors of the Company shall be comprised of the directors of GHC. The        
Securities Purchase and Stockholders Agreement requires holders of voting       
securities of GHC to vote their shares in favor of such designees of CGW for    
election as directors of GHC. The Securities Purchase and Stockholders          
Agreement also grants to each of NBIC and FPGT the right, except in certain     
circumstances, to have a representative in attendance at all meetings of the    
Board of Directors of GHC or the Company.                                       

The Securities Purchase and Stockholders Agreement grants to the stockholder
parties thereto pre-emptive rights, exercisable pro rata in accordance with     
their respective ownership of common stock of GHC, to purchase shares of        
common stock or other equity securities of GHC (other than shares of common     
stock issued upon exercise of options, rights, awards or grants pursuant to     
the Plan and common stock issued in exchange for common stock of another        
class), and further provides for certain co-sale rights and obligations in the  
event CGW elects to sell all or a portion of its shares of GHC's common stock.  
Additionally, GHC has a right of first refusal in connection with any proposed  
sale by NBIC, FPGT or any Senior Manager of its or his investment in GHC.       

The Securities Purchase and Stockholders Agreement provides that if a Senior
Manager's employment is terminated for any reason other than for cause, GHC     
will have the right to repurchase any shares owned by such Senior Manager at    
the greater of cost or fair value. If a Senior Manager's employment is          
terminated for cause, GHC will have the right to repurchase any shares owned    
by such Senior Manager at the lesser of fair value or cost. Such right is       
exercisable within 180 days following such termination of employment of the     
Senior Manager. Fair value of the repurchased shares shall be determined by     
agreement between GHC and the Senior Manager whose shares are being             
repurchased or, failing such agreement, by an independent investment banking    
firm.                                                                           

If GHC is unable to exercise either its right of first refusal or right to  
repurchase shares of common stock from a Senior Manager whose employment is     
terminated, it may assign such right to the other Stockholders who are parties  
to the Securities Purchase and Stockholders Agreement (other than the           
Stockholder whose shares are subject to such rights), who may exercise such     
rights in accordance with their respective ownership of common stock.           

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On October 17, 1996, the Company issued and sold one hundred (100) shares of
its Common Stock to CGW for aggregate cash consideration of $100.00. On         
November 18, 1996, the Company issued and sold to CGW nine hundred (900)        
shares of its Common Stock for aggregate cash consideration of $900.00. CGW     
contributed all 1,000 shares of the Company's Common Stock to GHC as partial    
consideration ($1,000) of the shares of GHC common stock issued to CGW          
pursuant to the Securities Purchase and Stockholders Agreement. CGW no longer   
owns any shares of the Company's Common Stock.                                  

TRANSACTIONS WITH CGW AND ITS AFFILIATES                                        

At the Acquisition Closing, the General Partner entered into a consulting   
agreement (the "Consulting Agreement") with the Company whereby the Company     
will pay the General Partner a monthly retainer fee of $30,000 for financial    
and management consulting services. The General Partner may also receive        
additional compensation (not to exceed an aggregate of $500,000 annually) if    
approved by the Board of Directors of the Company at the end of the Company's   
fiscal year, based upon the overall performance of the Company. The Consulting  
Agreement expires five years from the Acquisition Closing. At the Acquisition   
Closing, the General Partner delegated its rights and obligations under the     
Consulting Agreement to the Management Company, an affiliate of CGW.            

At the Acquisition Closing, the Company paid to the Management Company, an  
affiliate of CGW, a fee of $2.65 million for its services in assisting the      
Company in structuring and negotiating the Transactions.                        

The Company believes that the terms and conditions of the Consulting        
Agreement, the fees paid to the General Partner thereunder and the fees paid    
to the Management Company are consistent with arms-length transactions with     
unaffiliated parties. In addition, the terms and conditions of the Credit       
Agreement and the Indenture restrict the Company's ability to enter into        
certain transactions with Affiliates. See "Description of Notes--Certain        
Transactions--Transactions with Affiliates."                                    

TRANSACTIONS WITH NBIC AND ITS AFFILIATES                                       

NationsBank of Texas, N.A. (the "Bank"), an affiliate of NBIC and the       
Initial Purchaser, was paid usual and customary fees of approximately $1.5      
million for underwriting, structuring, syndicating and administering the        
Credit Facilities. The Initial Purchaser received a portion of the fees         
related to underwriting, structuring and syndicating the Credit Facilities.     
The Initial Purchaser received $3.0 million in discounts and commissions in     
connection with the Initial Offering. See "Description of Credit Facilities."   

INDEMNIFICATION OF OFFICERS AND DIRECTORS                                       

The Certificates of Incorporation of the Company and GHC contain provisions 
eliminating the liability of directors for monetary damages for breaches of     
their duty of care to the Company or GHC, as applicable, except in certain      
prescribed circumstances. The Certificates of Incorporation and Bylaws of the   
Company and GHC also provide that directors and officers of the Company and     
GHC will be indemnified by the Company and GHC, respectively, to the fullest    
extent authorized by Delaware law, as it now exists or may in the future be     
amended, against all expenses and liabilities reasonably incurred in            
connection with service for or on behalf of the Company or GHC, as              
appropriate. The Certificate of Incorporation and Bylaws of the Company and     
GHC provide that the right of directors and officers to indemnification is not  
exclusive of any other right now possessed or hereinafter acquired under any    
statute, agreement or otherwise.                                                

PRINCIPAL STOCKHOLDER 

GHC owns 100% of the issued and outstanding capital stock of the Company.   
GHC is owned 55.6% by CGW, 20.0% by NBIC and 24.4% by FPGT, without taking      
into consideration any shares that may be owned by the Optionees pursuant to    
the Plan. Pursuant to the Securities Purchase and Stockholders Agreement, the   
Senior                                                                          

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Managers entered into subscription agreements to purchase an aggregate of 1.2%  
of the capital stock of the Company at Cost (the "Management Stock") without    
taking into consideration any shares that may be owned by the Optionees         
pursuant to the Plan. The closings for the purchase of the Management Stock     
will be held approximately 100 days after the Acquisition Closing, at which     
time GHC will be owned 54.9% by CGW, 19.8% by NBIC, 24.1% by FPGT and 1.2% by   
the Senior Managers without taking into consideration any shares that may be    
owned by the Optionees pursuant to the Plan. Additionally, the Options will     
permit the Optionees to purchase up to an aggregate of 20% of the capital       
stock of the Company on a fully diluted basis. The Limited Partner and          
affiliated entities of each of NBIC and FPGT are limited partners of CGW. See   
"The Acquisition, Financing and Related Transactions;" "Management;" "Certain   
Transactions;" and "Description of Credit Facilities--Security."                

THE EXCHANGE OFFER  

PURPOSE OF THE EXCHANGE OFFER                                                   

The sole purpose of the Exchange Offer is to fulfill the obligations of the 
Company with respect to the Registration Rights Agreement.                      

The Senior Notes were originally issued and sold on November 25, 1996 (the  
"Issue Date"). Such sales were not registered under the Securities Act in       
reliance upon the exemption provided by Section 4(2) of the Securities Act and  
Rule 144A of the Securities Act. In connection with the sale of the Senior      
Notes, the Company agreed to file with the Commission a registration statement  
relating to an exchange offer (the "Exchange Offer Registration Statement")     
pursuant to which another series of notes of the Company covered by such        
registration statement and containing the same terms as the Senior Notes,       
except as set forth in this Prospectus, would be offered in exchange for        
Senior Notes tendered at the option of the holders thereof. If (i) any changes  
in law or applicable interpretations of the Commission Staff do not permit the  
Company to effect the Exchange Offer, or (ii) for any reason the Exchange       
Offer is not consummated by April 30, 1997, or (iii) in certain other           
circumstances, the Company will, at its expense, (a) as promptly as             
practicable, and in any event no more than 60 days after such filing            
obligation arises or requested by eligible holders of Notes, file with the      
Commission a Shelf Registration Statement covering resales of the Notes, (b)    
use its best efforts to cause the Shelf Registration Statement to be declared   
effective under the Securities Act on or prior to 45 days after such filing     
occurs and (c) keep the Shelf Registration Statement continuously effective     
until three years after its effective date (or such shorter period that will    
terminate when all the Notes covered thereby have been sold pursuant thereto    
or in certain other circumstances). The Company will, in the event of the       
filing of a Shelf Registration Statement, provide to each holder of the Notes   
covered by the Shelf Registration Statement copies of the prospectus that is a  
part of the Shelf Registration Statement, notify each such holder when the      
Shelf Registration Statement for the Notes has become effective and take        
certain other actions as are required to permit unrestricted resales of the     
Notes. In the event that either (w) the Exchange Offer Registration Statement   
is not filed with the Commission on or prior to January 31, 1997 or the Shelf   
Regiatration Statement is not filed within 60 days after the such filing        
obligation arises or requested by holders of such Notes, (x) either the         
Exchange Offer Registration Statement is not declared effective prior to March  
31, 1997, or the Shelf Registration Statement is not declared effective on or   
prior to 45 days after the filing of the Shelf Registration Statement, (y) the  
Exchange Offer is not consummated on or prior to April 30, 1997, or (z) either  
the Exchange Offer Registration Statement or the Shelf Registration Statement   
is filed and declared effective but thereafter ceases to be effective during    
the 180-day period following the consummation of the Exchange Offer or the      
three-year period following the effective date of the Shelf Registration        
Statement, as appropriate, the Company will be required to pay liquidated       
damages as described in the Registration Rights Agreement. See "Senior Notes    
Registration Rights."                                                           

TERMS OF THE EXCHANGE                                                           

The Company hereby offers to exchange, upon the terms and subject to the    
conditions set forth herein and in the Letter of Transmittal accompanying this  
Prospectus (the "Letter of Transmittal"), $1,000 in principal                   

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amount of Exchange Notes for each $1,000 in principal amount of Senior Notes.   
The terms of the Exchange Notes are identical in all respects to the terms of   
the Senior Notes for which they may be exchanged pursuant to this Exchange      
Offer, except that (i) the Exchange Notes will generally be freely              
transferable by holders thereof and (ii) the holders of the Exchange Notes      
will generally not be entitled to registration rights under the Registration    
Rights Agreement. The Exchange Notes will evidence the same debt as the Senior  
Notes and will be entitled to the benefits of the Indenture. See "Description   
of the Notes" and "Senior Notes Registration Rights."                           

The Exchange Offer is not conditioned upon any minimum aggregate principal  
amount of Senior Notes being tendered or accepted for exchange.                 

Based on its view of interpretations set forth in no-action letters issued  
by the Commission Staff to unrelated third parties, the Company believes that   
Exchange Notes issued pursuant to the Exchange Offer in exchange for the        
Senior Notes may be offered for resale, resold and otherwise transferred by     
holders thereof (other than any such holder which is (i) a broker-dealer that   
holds Notes acquired for its own account as a result of market-making or other  
trading activities, (ii) any holder which is an "affiliate" of the Company      
within the meaning of Rule 405 under the Securities Act or (iii) a broker-      
dealer that acquired Senior Notes directly from the Company) without            
compliance with the registration and prospectus delivery provisions of the      
Securities Act, provided that such Exchange Notes are acquired in the ordinary  
course of such holder's business and such holder has no arrangement or          
understanding with any person to participate in the distribution of such        
Exchange Notes. Each broker-dealer that holds Senior Notes acquired for its     
own account as a result of market-making activities or other trading            
activities and who receives Exchange Notes pursuant to the Exchange Offer may   
be a statutory underwriter, and must acknowledge that it will deliver a         
prospectus in connection with any resale of such Exchange Notes. The Letter of  
Transmittal states that by so acknowledging, and by delivering a prospectus, a  
broker-dealer will not be deemed to admit that it is an "underwriter" within    
the meaning of the Securities Act. Broker-dealers who acquired Senior Notes as  
a result of market making or other trading activities may use this Prospectus,  
as supplemented or amended, in connection with resales of the Exchange Notes.   
The Company has agreed that it will make this Prospectus available to any       
broker-dealer for use in connection with any such resale for a period of no     
more than 180 days after the Expiration Date. Any holder that cannot rely upon  
such interpretations will be ineligible, under Commission policy, to            
participate in the Exchange Offer, and must comply with the registration and    
prospectus delivery requirements of the Securities Act in connection with any   
secondary resale transaction involving the Notes.                               

Tendering holders of Senior Notes will not be required to pay brokerage     
commissions or fees or, subject to the instructions in the Letter of            
Transmittal, transfer taxes with respect to the exchange of the Senior Notes    
pursuant to the Exchange Offer.                                                 

The Exchange Notes will bear interest from and including their respective   
dates of issuance. Holders whose Senior Notes are accepted for exchange will    
receive accrued interest thereon to, but not including, the date of issuance    
of the Exchange Notes, such interest to be payable with the first interest      
payment on the Exchange Notes, but will not receive any payment in respect of   
interest on the Senior Notes accrued after the issuance of the Exchange Notes.  

EXPIRATION DATE; EXTENSIONS; TERMINATION; AMENDMENTS                            

The Exchange Offer will expire on the Expiration Date. The term "Expiration 
Date" means 5:00 p.m., New York City time, on April 28, 1997 unless the         
Company in its sole discretion extends the period during which the Exchange     
Offer is open to a date not later than May 12, 1997, in which event the term    
"Expiration Date" means the latest time and date on which the Exchange Offer,   
as so extended by the Company, expires. The Company reserves the right to       
extend the Exchange Offer at any time and from time to time prior to the        
Expiration Date by giving written notice to IBJ Schroder Bank & Trust Company   
(the "Exchange Agent") and by timely public announcement communicated by no     
later than 5:00 p.m. on the next business day following the Expiration Date,    
unless otherwise required by applicable law or regulation, by making a release  
to the Dow Jones                                                                

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News Service. During any extension of the Exchange Offer, all Senior Notes      
previously tendered pursuant to the Exchange Offer will remain subject to the   
Exchange Offer.                                                                 

The initial Exchange Date will be the first business day following the      
Expiration Date. The Company expressly reserves the right to (i) terminate the  
Exchange Offer and not accept for exchange any Senior Notes for any reason,     
including if any of the events set forth below under "--Conditions to the       
Exchange Offer" shall have occurred and shall not have been waived by the       
Company and (ii) amend the terms of the Exchange Offer in any manner, whether   
before or after any tender of the Senior Notes. If any such termination or      
amendment occurs, the Company will notify the Exchange Agent in writing and     
will either issue a press release or give written notice to the holders of the  
Senior Notes as promptly as practicable. Unless the Company terminates the      
Exchange Offer prior to 5:00 p.m., Eastern time, on the Expiration Date, the    
Company will exchange the Exchange Notes for the Senior Notes on the Exchange   
Date.                                                                           

If the Company waives any material condition to the Exchange Offer, or      
amends the Exchange Offer in any other material respect, and if at the time     
that notice of such waiver or amendment is first published, sent or given to    
holders of Senior Notes in the manner specified above, the Exchange Offer is    
scheduled to expire at any time earlier than the expiration of a period ending  
on the fifth business day from, and including, the date that such notice is     
first so published, sent or given, then the Exchange Offer will be extended     
until the expiration of such period of five business days.                      

This Prospectus and the related Letter of Transmittal and other relevant    
materials will be mailed by the Company to record holders of Senior Notes and   
will be finished to brokers, banks and similar persons whose names, or the      
names of whose nominees, appear on the lists of holders for subsequent          
transmittal to beneficial owners of Notes.                                      

HOW TO TENDER                                                                   

The tender to the Company of Senior Notes by a holder thereof pursuant to   
one of the procedures set forth below will constitute an agreement between      
such holder and the Company in accordance with the terms and subject to the     
conditions set forth herein and in the Letter of Transmittal.                   

General Procedures. A holder of a Senior Note may tender the same by (i)    
properly completing and signing the Letter of Transmittal or a facsimile        
thereof (all references in this Prospectus to the Letter of Transmittal shall   
be deemed to include a facsimile thereof) and delivering the same, together     
with the certificate or certificates representing the Senior Notes being        
tendered and any required signature guarantees (or a timely confirmation of a   
book-entry transfer (a "Book Entry Confirmation") pursuant to the procedure     
described below), to the Exchange Agent at its address set forth on the back    
cover of this Prospectus on or prior to the Expiration Date or (ii) complying   
with the guaranteed delivery procedures described below.                        

If tendered Senior Notes are registered in the name of the signer of the    
Letter of Transmittal and the Exchange Notes to be issued in exchange therefor  
are to be issued (and any untendered Senior Notes are to be reissued) in the    
name of the registered holder, the signature of such signer need not be         
guaranteed. In any other case, the tendered Senior Notes must be endorsed or    
accompanied by written instruments of transfer in form satisfactory to the      
Company and duly executed by the registered holder and the signature on the     
endorsement or instrument of transfer must be guaranteed by a bank, broker,     
dealer, credit union, savings association, clearing agency or other             
institution (each an "Eligible Institution") that is a member of a recognized   
signature guarantee medallion program within the meaning of Rule 17Ad-15 under  
the Exchange Act. If the Exchange Notes and/or Senior Notes not exchanged are   
to be delivered to an address other than that of the registered holder          
appearing on the note register for the Senior Notes, the signature on the       
Letter of Transmittal must be guaranteed by an Eligible Institution.            

Any beneficial owner whose Senior Notes are registered in the name of a     
broker, dealer, commercial bank, trust company or other nominee and who wishes  
to tender Senior Notes should contact such holder promptly                      

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and instruct such holder to tender Senior Notes on such beneficial owner's      
behalf. If such beneficial owner wishes to tender such Senior Notes himself,    
such beneficial owner must, prior to completing and executing the Letter of     
Transmittal and delivering such Senior Notes, either make appropriate           
arrangements to register ownership of the Senior Notes in such beneficial       
owner's name or follow the procedures described in the immediately preceding    
paragraph. The transfer of record ownership may take considerable time.         

Book-Entry Transfer. The Exchange Agent will make a request to establish an 
account with respect to the Notes at The Depository Trust Company (the "Book-   
Entry Transfer Facility") for purpose of the Exchange Offer within two          
business days after receipt of this Prospectus, and any financial institution   
that is a participant in the Book-Entry Transfer Facility's systems may make    
book-entry delivery of Senior Notes by causing the Book Entry Transfer          
Facility to transfer such Senior Notes into the Exchange Agent's account at     
the Book-Entry Transfer Facility in accordance with the Book-Entry Transfer     
Facility's procedures for transfer. However, although delivery of Senior Notes  
may be effected through book-entry transfer at the Book-Entry Transfer          
Facility, the Letter of Transmittal, with any required signature guarantees     
and any other required documents, must, in any case, be transmitted to and      
received by the Exchange Agent at the address specified on the back cover page  
of this Prospectus on or prior to the Expiration Date or the guaranteed         
delivery procedures described below must be complied with.                      

THE METHOD OF DELIVERY OF SENIOR NOTES AND ALL OTHER DOCUMENTS IS AT THE    
ELECTION AND RISK OF THE HOLDER. IF SENT BY MAIL, IT IS RECOMMENDED THAT        
REGISTERED MAIL, RETURN RECEIPT REQUESTED, BE USED, PROPER INSURANCE BE         
OBTAINED, AND THE MAILING BE MADE SUFFICIENTLY IN ADVANCE OF THE EXPIRATION     
DATE TO PERMIT DELIVERY TO THE EXCHANGE AGENT ON OR BEFORE THE EXPIRATION       
DATE.                                                                           

Guaranteed Delivery Procedures. If a holder desires to accept the Exchange  
Offer and time will not permit a Letter of Transmittal or Senior Notes to       
reach the Exchange Agent before the Expiration Date, a tender may be effected   
if the Exchange Agent has received at its office listed on the back cover       
hereof on or prior to the Expiration Date a letter, telegram or facsimile       
transmission from an Eligible Institution setting forth the name and address    
of the tendering holder, the principal amount of the Senior Notes being         
tendered, the names in which the Notes are registered and, if possible, the     
certificate numbers of the Senior Notes to be tendered, and stating that the    
tender is being made thereby and guaranteeing that within three New York Stock  
Exchange trading days after the date of execution of such letter, telegram or   
facsimile transmission by the Eligible Institution, the Senior Notes, in        
proper form for transfer, will be delivered by such Eligible Institution        
together with a properly completed and duly executed Letter of Transmittal      
(and any other required documents). Unless Senior Notes being tendered by the   
above-described method (or a timely, Book-Entry Confirmation) are deposited     
with the Exchange Agent within the time period set forth above (accompanied or  
preceded by a properly completed Letter of Transmittal and any other required   
documents), the Company may, at its option, reject the tender. Copies of a      
Notice of Guaranteed Delivery which may be used by Eligible Institutions for    
the purposes described in this paragraph are available from the Exchange        
Agent.                                                                          

A tender will be deemed to have been received as of the date when the       
tendering holder's properly completed and duly signed Letter of Transmittal     
accompanied by the Senior Notes (or a timely Book-Entry Confirmation) is        
received by the Exchange Agent. Issuances of Exchange Notes in exchange for     
Senior Notes tendered pursuant to a Notice of Guaranteed Delivery or letter,    
telegram or facsimile transmission to similar effect (as provided above) by an  
Eligible Institution will be made only against deposit of the Letter of         
Transmittal (and any other required documents) and the tendered Senior Notes    
(or a timely Book-Entry Confirmation).                                          

All questions as to the validity, form, eligibility (including time of      
receipt) and acceptance for exchange of any tender of Senior Notes will be      
determined by the Company, whose determination will be final and binding. The   
Company reserves the absolute right to reject any or all tenders not in proper  
form or the acceptances for exchange of which may, in the opinion of counsel    
to the Company, be unlawful. The Company also reserves the absolute right to    
waive any of the conditions of the Exchange Offer or any defect or              
irregularities in tenders of any particular holder whether or not similar       
defects or irregularities are waived in the case of other holders.              

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Neither the Company, the Exchange Agent nor any other person will be under any  
duty to give notification of any defects or irregularities in tenders or shall  
incur any liability for failure to give any such notification. The Company's    
interpretation of the terms and conditions of the Exchange Offer (including     
the Letter of Transmittal and the instructions thereto) will be final and       
binding.                                                                        

TERMS AND CONDITIONS OF THE LETTER OF TRANSMITTAL                               

The Letter of Transmittal contains, among other things, the following terms 
and conditions, which are part of the Exchange Offer.                           

The party tendering Senior Notes for exchange (the "Transferor") exchanges, 
assigns and transfers the Notes to the Company and irrevocably constitutes and  
appoints the Exchange Agent as the Transferor's agent and attorney-in-fact to   
cause the Senior Notes to be assigned, transferred and exchanged. The           
Transferor represents and warrants that it has full power and authority to      
tender, exchange, assign and transfer the Senior Notes and to acquire Exchange  
Notes issuable upon the exchange of such tendered Senior Notes, and that, when  
the same are accepted for exchange, the Company will acquire good and           
unencumbered title to the tendered Senior Notes, free and clear of all liens,   
restrictions, charges and encumbrances and not subject to any adverse claim.    
The Transferor also warrants that it will, upon request, execute and deliver    
any additional documents deemed by the Company to be necessary or desirable to  
complete the exchange, assignment and transfer of tendered Senior Notes. The    
Transferor further agrees that acceptance of any tendered Senior Notes by the   
Company and the issuance of Exchange Notes in exchange therefor shall           
constitute performance in full by the Company of its obligations under the      
Registration Rights Agreement and that the Company shall have no further        
obligations or liabilities thereunder (except in certain limited                
circumstances). All authority conferred by the Transferor will survive the      
death or incapacity of the Transferor and every obligation of the Transferor    
shall be binding upon the heirs, legal representatives, successors, assigns,    
executors and administrators of such Transferor.                                

By tendering Senior Notes and executing the Letter of Transmittal, the      
Transferor represents and certifies that (a) it is not an affiliate of the      
Company within the meaning of Rule 405 under the Securities Act, it is not a    
broker-dealer that owns Senior Notes acquired directly from the Company or an   
affiliate of the Company, it is acquiring the Exchange Notes offered hereby in  
the ordinary course of such Transferor's business and that such Transferor has  
no arrangement with any person to participate in the distribution of such       
Exchange Notes or (b) it is an affiliate of the Company or of the Initial       
Purchaser of the Senior Notes in the Initial Offering and that it will comply   
with the registration and prospectus delivery requirements of the Securities    
Act to the extent applicable to it. In addition, if the Transferor is not a     
broker-dealer, the Transferor represents that it is not participating in, and   
has no intent to participate in, any distribution of Exchange Notes, and has    
not entered into any arrangement or understanding with any person to            
distribute the Exchange Notes. If the Transferor is a broker-dealer that will   
receive Exchange Notes for its own account in exchange for Senior Notes, it     
represents that the Senior Notes to be exchanged for Exchange Notes were        
acquired by it as a result of market-making activities or other trading         
activities and that it is not participating in, and has no intent to            
participate in, any distribution of Exchange Notes, and has not entered into    
any arrangement or understanding with any person or distribute the Exchange     
Notes. Each Transferor that is a broker-dealer that receives Exchange Notes     
for its own account also acknowledges that it will deliver a prospectus         
meeting the requirements of the Securities Act in connection with any resale    
of such Exchange Notes. However, by so acknowledging and by delivering a        
prospectus, the Transferor will not be deemed to admit that it is an            
"underwriter" within the meaning of the Securities Act.                         

The Transferor also acknowledges in the Letter of Transmittal that any      
person that is participating or intends to participate in a distribution of     
Exchange Notes is not eligible to participate in the Exchange Offer, that any   
such person may not rely on the position of the Commission Staff enunciated in  
no-action letters that are discussed herein and that any such person must       
comply with the registration and prospectus delivery requirements of the        
Securities Act in connection with any secondary resale transaction. In          
addition, the Transferor acknowledges that any such resale transaction should   
be covered by an effective registration statement containing the information    
with respect to the selling security holders required by Item 507 of            
Regulation S-K under the Securities Act.                                        

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WITHDRAWAL RIGHTS                                                               

Senior Notes tendered pursuant to the Exchange Offer may be withdrawn at any
time prior to the Expiration Date.                                              

For a withdrawal to be effective, a written or facsimile transmission notice
of withdrawal must be timely received by the Exchange Agent at its address set  
forth on the back cover of this Prospectus prior to the Expiration Date. Any    
such notice of withdrawal must specify the person named in the Letter of        
Transmittal as having tendered Senior Notes to be withdrawn, the certificate    
numbers of Senior Notes to be withdrawn, the principal amount of Senior Notes   
to be withdrawn, a statement that such holder is withdrawing his election to    
have such Senior Notes exchanged and the name of the registered holder of such  
Senior Notes, and must be signed by the holder in the same manner as the        
original signature on the Letter of Transmittal (including any required         
signature guarantees) or be accompanied by evidence satisfactory to the         
Company that the person withdrawing the tender has succeeded to the beneficial  
ownership of the Senior Notes being withdrawn. The Exchange Agent will return   
the properly withdrawn Senior Notes promptly following receipt of notice of     
withdrawal. All questions as to the validity of notices of withdrawal,          
including time of receipt, will be determined by the Company, and such          
determination will be final and binding on all parties.                         

ACCEPTANCE OF SENIOR NOTES FOR EXCHANGE; DELIVERY OF EXCHANGE NOTES             

Upon the terms and subject to the conditions of the Exchange Offer, the     
acceptance for exchange of Notes validly tendered and not withdrawn and the     
issuance of the Exchange Notes will be made on the Exchange Date. For the       
purposes of the Exchange Offer, the Company shall be deemed to have accepted    
for exchange validly tendered Senior Notes when, as and if the Company has      
given written notice thereof to the Exchange Agent.                             

The Exchange Agent will act as agent for the tendering holders of Senior    
Notes for the purposes of receiving Exchange Notes from the Company and         
causing the Senior Notes to be assigned, transferred and exchanged. Upon the    
terms and subject to the conditions of the Exchange Offer, delivery of          
Exchange Notes to be issued in exchange for accepted Senior Notes will be made  
by the Exchange Agent promptly after acceptance of the tendered Senior Notes.   
Senior Notes not accepted for exchange by the Company will be returned without  
expense to the tendering holders (or in the case of Senior Notes tendered by    
book-entry transfer into the Exchange Agent's account at the Book-Entry         
Transfer Facility pursuant to the procedures described above, such non-         
exchanged Notes will be credited to an account maintained with such Book-Entry  
Transfer Facility) promptly following the Expiration Date or, if the Company    
terminates the Exchange Offer prior to the Expiration Date, promptly after the  
Exchange Offer is so terminated.                                                

CONDITIONS TO THE EXCHANGE OFFER                                                

Notwithstanding any other provision of the Exchange Offer, or any extension 
of the Exchange Offer, the Company will not be required to issue Exchange       
Notes in respect of any properly tendered Senior Notes not previously accepted  
and may terminate the Exchange Offer (by oral or written notice to the          
Exchange Agent and by timely public announcement, unless otherwise required by  
applicable law or regulation, by making a release to the Dow Jones News         
Service) or, at its option, modify or otherwise amend the Exchange Offer, if    
(a) there shall be threatened, instituted or pending any action or proceeding   
before, or any injunction, order or decree shall have been issued by, any       
court or governmental agency or other governmental regulatory or                
administrative agency or commission, (i) seeking to restrain or prohibit the    
making or consummation of the Exchange Offer or any other transaction           
contemplated by the Exchange Offer, (ii) assessing or seeking any damages as a  
result thereof, or (iii) resulting in a material delay in the ability of the    
Company to accept for exchange or exchange some or all of the Senior Notes      
pursuant to the Exchange Offer; (b) any statute, rule, regulation, order or     
injunction shall be sought, proposed, introduced, enacted, promulgated or       
deemed applicable to the Exchange Offer or any of the transactions              
contemplated by the Exchange Offer by any government or governmental            
authority, domestic or foreign, or any action shall have been taken, proposed   
or threatened, by any government, governmental authority, agency or court,      
domestic or foreign, that in the sole judgment of the Company might directly    
or indirectly result in any of the consequences referred to in clauses (a)(i)   
or (ii) above or, in the sole judgment of the Company, might result in the      
holders of Exchange Notes having obligations with respect to resales and        
transfers of Exchange Notes which are greater than those described in the       
interpretations of the                                                          

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Commission referred to on the cover page of this Prospectus and under the       
heading "Explanatory Note" or would otherwise make it inadvisable to proceed    
with the Exchange Offer, or (c) a material adverse change shall have occurred   
in the business, condition (financial or otherwise), operations, or prospects   
of the Company.                                                                 

The foregoing conditions are for the sole benefit of the Company and may be 
asserted by it with respect to all or any portion of the Exchange Offer         
regardless of the circumstances (including any action or inaction by the        
Company) giving rise to such condition or may be waived by the Company in       
whole or in part at any time or from time to time in its sole discretion. The   
failure by the Company at any time to exercise any of the foregoing rights      
will not be deemed a waiver of any such right, and each right will be deemed    
an ongoing right which may be asserted at any time or from time to time. In     
addition, the Company has reserved the right, notwithstanding the satisfaction  
of each of the foregoing conditions, to terminate or amend the Exchange Offer.  

Any determination by the Company concerning the fulfillment or non-         
fulfillment of any conditions will be final and binding upon all parties.       

In addition, the Company will not accept for exchange any Senior Notes      
tendered and no Exchange Notes will be issued in exchange for any such Senior   
Notes, if at such time any stop order shall be threatened or in effect with     
respect to the Registration Statement of which this Prospectus constitutes a    
part or qualification of the Indenture under the Trust Indenture Act of 1939,   
as amended (the "Trust Indenture Act").                                         

EXCHANGE AGENT                                                                  

IBJ Schroder Bank & Trust Company has been appointed as the Exchange Agent  
for the Exchange Offer. Letters of Transmittal must be addressed to the         
Exchange Agent at its address set forth on the back cover page of this          
Prospectus.                                                                     

Delivery to an address other than as set forth herein, or transmissions of  
instructions via a facsimile or telex number other than the ones set forth      
herein, will not constitute a valid delivery.                                   

SOLICITATION OF TENDERS; EXPENSES                                               

The Company has not retained any dealer-manager or similar agent in         
connection with the Exchange Offer and will not make any payments to brokers,   
dealers or others for soliciting acceptances of the Exchange Offer. The         
Company will, however, pay the Exchange Agent reasonable and customary fees     
for its services and will reimburse it for reasonable out-of-pocket expenses    
in connection therewith. The Company will also pay brokerage houses and other   
custodians, nominees and fiduciaries the reasonable out-of-pocket expenses      
incurred by them in forwarding tenders for their customers. The expenses to be  
incurred in connection with the Exchange Offer, including the fees and          
expenses of the Exchange Agent and printing, accounting and legal fees, will    
be paid by the Company and are estimated at approximately $500,000.             

No person has been authorized to give any information or to make any        
representations in connection with the Exchange Offer other than those          
contained in this Prospectus. If given or made, such information or             
representations should not be relied upon as having been authorized by the      
Company. Neither the delivery of this Prospectus nor any exchange made          
hereunder shall, under any circumstances, create any implication that there     
has been no change in the affairs of the Company since the respective dates as  
of which information is given herein. The Exchange Offer is not being made to   
(nor will tenders be accepted from or on behalf of) holders of Senior Notes in  
any jurisdiction in which the making of the Exchange Offer or the acceptance    
thereof would not be in compliance with the laws of such jurisdiction.          
However, the Company may at its discretion, take such action as it may deem     
necessary to make the Exchange Offer in any such jurisdiction and extend the    
Exchange Offer to holders of Senior Notes in such jurisdiction. In any          
jurisdiction the securities laws or blue sky laws of which require the          
Exchange Offer to be made by a licensed broker or dealer, the Exchange Offer    
is being made on behalf of the Company by one or more registered brokers or     
dealers which are licensed under the laws of such jurisdiction.                 

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APPRAISAL RIGHTS                                                                

HOLDERS OF NOTES WILL NOT HAVE DISSENTERS' RIGHTS OR APPRAISAL RIGHTS IN    
CONNECTION WITH THE EXCHANGE OFFER.                                             

OTHER                                                                           

Participation in the Exchange Offer is voluntary, and holders should        
carefully consider whether to accept the Exchange Offer and tender their        
Senior Notes. Holders of the Senior Notes are urged to consult their financial  
and tax advisors in making their own decisions on what action to take.          

As a result of the making of, and upon acceptance for exchange of all       
validly tendered Senior Notes pursuant to the terms of this Exchange Offer,     
the Company will have fulfilled certain covenants contained in the terms of     
the Senior Notes and the Registration Rights Agreement. Holders of the Senior   
Notes who do not tender their certificates in the Exchange Offer will continue  
to hold such certificates and will be entitled to all the rights, and subject   
to all the limitations applicable thereto, under the Indenture, except for any  
such rights under the Registration Rights Agreement, which by their terms       
terminate or cease to have further effect as a result of the making of this     
Exchange Offer. See "Description of Notes." All untendered Senior Notes will    
continue to be subject to the restriction on transfer set forth in the          
Indenture. To the extent that Senior Notes are tendered and accepted in the     
Exchange Offer, the trading market, if any, for the Senior Notes could be       
adversely affected. See "Risk Factors--Consequences of Exchange and Failure to  
Exchange."                                                                      

The Company may in the future seek to acquire untendered Senior Notes in the
open market or privately negotiated transactions, through subsequent exchange   
offers or otherwise. The Company has no present plan to acquire any Senior      
Notes which are not tendered in the Exchange Offer.                             

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DESCRIPTION OF NOTES  

GENERAL                                                                         

The Exchange Notes will be issued, and the Senior Notes were issued,        
pursuant to an Indenture (the "Indenture") between the Company, as issuer, and  
IBJ Schroder Bank & Trust Company, as trustee (the "Trustee"), in a private     
transaction that is not subject to the registration requirements of the         
Securities Act. The terms of the Exchange Notes will, and the Senior Notes      
currently, include those stated in the Indenture and those made part of the     
Indenture by reference to the Trust Indenture Act. The Exchange Notes will be,  
and the Senior Notes are, subject to all such terms, and holders of Notes are   
referred to the Indenture and the Trust Indenture Act for a statement thereof.  
The following summary of certain provisions of the Indenture does not purport   
to be complete and is qualified in its entirety by reference to the Indenture,  
including the definitions therein of certain terms used below. Copies of the    
Indenture and the Registration Rights Agreement are available as set forth      
under "Additional Information." The definitions of certain terms used in the    
following summary are set forth below under the caption "Certain Definitions."  

The Exchange Notes will be, and the Senior Notes are, unsecured senior      
subordinated general obligations of the Company. The Company, subject to        
certain exceptions, will cause each future Subsidiary of the Company that       
guarantees the Company's obligations under the Credit Agreement or any other    
Senior Indebtedness to enter into a supplemental indenture providing for the    
unconditional guarantee of the Notes on a senior subordinated and unsecured     
basis (a "Note Guarantee") by such Subsidiary (a "Guarantor") as required in    
the Indenture; provided that any Guarantor that is released from its guarantee  
of the Company's obligations under the Credit Agreement and any other Senior    
Indebtedness shall also be released from its Note Guarantee.                    

PRINCIPAL, MATURITY AND INTEREST                                                

The Notes will be limited in aggregate principal amount to $100 million and 
will mature on December 1, 2006. Interest on the Notes will accrue at the rate  
of 11 1/2% per annum and will be payable semiannually in arrears on June 1 and  
December 1, commencing on June 1, 1997, to holders of record on the             
immediately preceding May 15, and November 15. Interest on the Notes will       
accrue from the most recent date to which interest has been paid or, if no      
interest has been paid, from the date on which the Notes were originally        
issued. Interest will be computed on the basis of a 360-day year comprised of   
twelve 30-day months. Principal, premium, if any, interest and Liquidated       
Damages on the Notes will be payable at the office or agency of the Company     
maintained for such purpose within the City and State of New York or, at the    
option of the Company, payment of interest and Liquidated Damages may be made   
by check mailed to the holders of the Notes at their respective addresses set   
forth in the register of holders of Notes; provided that all payments with      
respect to Global Notes and Certificated Notes (as such terms are defined       
below under the caption "Book Entry, Delivery and Form") the holders of which   
have given wire transfer instructions to the Company will be required to be     
made by wire transfer of immediately available funds to the accounts specified  
by the holders thereof. Until otherwise designated by the Company, the          
Company's office or agency in New York will be in the office of the Trustee     
maintained for such purpose. The Notes will be issued only in fully registered  
form, without coupons and in denominations of $1,000 and integral multiples     
thereof; provided that Certificated Notes originally purchased by or            
transferred to institutional "accredited investors" (as defined in Rule         
501(a)(1), (2), (3) or (7) under the Securities Act) who are not "qualified     
institutional buyers" (as defined in Rule 144A under the Securities Act) will   
be subject to a minimum denomination of $250,000.                               

POTENTIAL NOTE GUARANTEES                                                       

The Company currently has no Subsidiaries, and there are no Note Guarantees.
Under any Note Guarantee that may exist in the future, the Guarantor will       
irrevocably and unconditionally, jointly and severally, guarantee the           
performance and punctual payment when due, whether at stated maturity, by       
acceleration or otherwise, of all Obligations of the Company under the          
Indenture and the Notes. The Guarantor will agree to pay, in addition to any    
amount stated above, any and all expenses (including reasonable counsel fees    
and expenses) incurred by the                                                   

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Trustee in enforcing any rights under the Note Guarantee. Each Note Guarantee   
will be limited in amount to an amount not to exceed the maximum amount that    
can be guaranteed by the relevant Guarantor without rendering such Note         
Guarantee as it relates to such Guarantor voidable under applicable law         
relating to fraudulent conveyance or fraudulent transfer or similar laws        
affecting the rights of creditors generally. See "Risk Factors--Fraudulent      
Conveyance Statutes."                                                           

Each Note Guarantee that may exist in the future will be a continuing       
guarantee and shall (a) remain in full force and effect until payment in full   
of all of the Company's Obligations under the Indenture and the Notes or until  
such Guarantor is released from its guarantee of Indebtedness of the Company    
under the Credit Agreement and any other Senior Indebtedness and (b) inure to   
the benefit of and be enforceable by the Trustee, the holders and their         
successors, transferees and assigns. Each Note Guarantee shall be a guarantee   
of payment and not of collection.                                               

SUBORDINATION                                                                   

The payment of principal of, and premium, if any, interest and Liquidated   
Damages, if any, on the Senior Notes are, and the Exchange Notes will be,       
subordinated in right of payment, as set forth in the Indenture, to the prior   
payment in full in cash of all Obligations in respect of Senior Indebtedness,   
which will include borrowings under the Credit Agreement, whether outstanding   
on the date of the Indenture or thereafter incurred.                            

Upon any distribution to creditors of the Company in a liquidation or       
dissolution of the Company or in a bankruptcy, reorganization, insolvency,      
receivership or similar proceeding relating to the Company or its property, an  
assignment for the benefit of creditors or any marshaling of the Company's      
assets and liabilities, the holders of Senior Indebtedness will be entitled to  
receive payment in full in cash of all Obligations due with respect to Senior   
Indebtedness (including interest after the commencement of any such proceeding  
at the rate specified in the applicable Senior Indebtedness regardless of       
whether such interest is an allowed claim in such proceeding) before the        
holders of Notes will be entitled to receive any payment with respect to the    
Notes, and until all Obligations with respect to Senior Indebtedness are paid   
in full in cash, any distribution to which the holders of Notes would be        
entitled shall be made to the holders of Senior Indebtedness (except that       
holders of Notes may receive securities that are subordinated at least to the   
same extent as the Notes to Senior Indebtedness and any securities issued in    
exchange for Senior Indebtedness and holders of Notes may recover payments      
made from the trust described under the caption "Legal Defeasance and Covenant  
Defeasance").                                                                   

The Company also may not make any payment upon or with respect to the Notes 
(except in such subordinated securities or from the trust described under the   
caption "Legal Defeasance and Covenant Defeasance") if (i) a default in the     
payment of the principal of, the premium, if any, or the interest on, or of     
any regularly accruing fees constituting, Obligations in respect of Designated  
Senior Indebtedness occurs and is continuing beyond any applicable period of    
grace or (ii) any other default occurs and is continuing with respect to        
Designated Senior Indebtedness which permits holders of the Designated Senior   
Indebtedness as to which such default relates to accelerate its maturity and    
the Trustee receives a notice of such default (a "Payment Blockage Notice")     
from the Agent Bank or the holders or the representative of the holders of any  
Designated Senior Indebtedness. Payments on the Notes may and shall be resumed  
(a) in the case of a payment default, upon the date on which such default is    
cured or waived and (b) in case of a nonpayment default, the earlier of the     
date on which such nonpayment default is cured or waived or 179 days after the  
date on which the applicable Payment Blockage Notice is received, unless the    
maturity of any Designated Senior Indebtedness has been accelerated. No new     
period of payment blockage may be commenced by a Payment Blockage Notice        
unless and until 360 days have elapsed since the first day of the               
effectiveness of the immediately prior Payment Blockage Notice. No nonpayment   
default that existed or was continuing on the date of delivery of any Payment   
Blockage Notice to the Trustee shall be, or be made, the basis for a            
subsequent Payment Blockage Notice, unless such default has been cured or       
waived for a period of not less than 90 days.                                   

The Indenture requires that the Company promptly notify holders of Senior   
Indebtedness if payment of the Notes is accelerated because of any Event of     
Default.                                                                        

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As a result of the subordination provisions described above, in the event of
an insolvency, bankruptcy, reorganization or liquidation of the Company, or     
upon the occurrence of a Change of Control or an Asset Sale requiring           
repurchase by the Company of any Notes, there may not be sufficient assets      
remaining to satisfy the claims of the holders after satisfying the claims of   
creditors of the Company who are holders of Senior Indebtedness and claims of   
creditors of the Company's Subsidiaries. See "Risk Factors--Subordination of    
Notes." On a pro forma basis, after giving effect to the Acquisition and the    
Financing, including the application of the net proceeds from the issuance of   
the Notes, the principal amount of Senior Indebtedness outstanding at           
September 28, 1996 would have been approximately $48.0 million. As of December  
28, 1996, the Company had borrowed approximately an additional $1.0 million of  
Senior Indebtedness under the Revolving Credit Facility to finance working      
capital needs. In addition, the Company expects to draw down an additional      
$11.0 million under the Revolving Credit Facility during the first six months   
of calendar 1997 to finance working capital needs. Additional Senior            
Indebtedness may be incurred by the Company from time to time, subject to       
certain restrictions. The terms of the Indenture permit the Company and its     
Subsidiaries to incur additional Indebtedness, subject to certain limitations,  
including additional Senior Indebtedness and Indebtedness that may be secured   
by Liens on property of the Company and its Subsidiaries. See the discussion    
below under the captions "Certain Covenants--Incurrence of Indebtedness and     
Issuance of Preferred Stock" and "Certain Covenants--Liens."                    

SUBORDINATION OF ANY FUTURE NOTE GUARANTEES; RELEASE OF ANY FUTURE NOTE         
GUARANTEES                                                                      

Any Note Guarantees that may exist in the future will be subordinated in    
right of payment, as set forth in the Indenture, to the prior payment in full   
in cash of all Obligations in respect of Senior Indebtedness of the Company     
and of the relevant Guarantor, which will include guarantees of each Guarantor  
of Indebtedness of the Company under the Credit Agreement, whether outstanding  
on the date of the Indenture or thereafter incurred.                            

Upon any distribution to creditors of a Guarantor in a liquidation or       
dissolution of such Guarantor or in a bankruptcy, reorganization, insolvency,   
receivership or similar proceeding relating to such Guarantor or its property,  
an assignment for the benefit of creditors or any marshaling of such            
Guarantor's assets and liabilities, the holders of Senior Indebtedness of such  
Guarantor or Senior Indebtedness of the Company will be entitled to receive     
payment in full in cash of all Obligations due in respect of Senior             
Indebtedness of such Guarantor or Senior Indebtedness of the Company            
(including interest after the commencement of any such proceeding at the rate   
specified in the applicable Senior Indebtedness of such Guarantor or Senior     
Indebtedness of the Company regardless of whether such interest is an allowed   
claim in such proceeding) before the holders of Notes will be entitled to       
receive any payment with respect to the relevant Note Guarantee, and until all  
Obligations with respect to Senior Indebtedness of such Guarantor or Senior     
Indebtedness of the Company are paid in full in cash, any payment that would    
have been made under such Note Guarantee shall be made to the holders of        
Senior Indebtedness of such Guarantor or Senior Indebtedness of the Company     
(except that holders of Notes may receive securities that are subordinated at   
least to the same extent as such Note Guarantee to Senior Indebtedness of such  
Guarantor and to any securities issued in exchange for Senior Indebtedness of   
such Guarantor).                                                                

Such Guarantor also may not make any payment upon or in respect of its Note 
Guarantee (except in such subordinated securities of such Guarantor) if (i) a   
default in the payment of the principal of, the premium, if any, or interest    
on, or of any regularly accruing fees constituting, Obligations in respect of   
Designated Senior Indebtedness of the relevant Guarantor or of the Company      
occurs and is continuing beyond any applicable period of grace or (ii) any      
other default occurs and is continuing with respect to Designated Senior        
Indebtedness of such Guarantor or of the Company which permits holders of the   
Designated Senior Indebtedness of such Guarantor or of the Company as to which  
such default relates to accelerate its maturity and the Trustee receives a      
Payment Blockage Notice from the holders or the representative of the holders   
of any Designated Senior Indebtedness of such Guarantor or of the Company.      
Payments under any Note Guarantee may and shall be resumed (a) in the case of   
a payment default, upon the date on which such default is cured or waived and   
(b) in the case of a nonpayment default, the earlier of the date on which such  
nonpayment default is cured or waived or 179 days after the date on which the   
applicable Payment Blockage Notice is received, unless the maturity of any      
Designated Senior Indebtedness of the relevant Guarantor or of the Company has  
been accelerated. No new period of payment blockage may be commenced by a       
Payment Blockage Notice unless and until 360 days have elapsed since the        
effectiveness of the immediately prior Payment Blockage Notice. No nonpayment   
default that                                                                    

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existed or was continuing on the date of delivery of any Payment Blockage       
Notice to the Trustee shall be, or be made, the basis for a subsequent Payment  
Blockage Notice, unless such default has been cured or waived for a period of   
not less than 90 days.                                                          

As a result of the subordination provisions described above, in the event   
that any Guarantor is required to make a payment under a Note Guarantee, there  
may not be sufficient assets remaining to satisfy the claims of the holders     
with respect to such Note Guarantee after satisfying the claims of creditors    
of such Guarantor who are holders of Senior Indebtedness of such Guarantor.     
The terms of the Indenture permit Subsidiaries of the Company to incur          
Indebtedness, subject to certain limitations, including additional Senior       
Indebtedness and Indebtedness that may be secured by Liens on property of the   
Subsidiaries. See the discussion below under the captions "Certain Covenants--  
Incurrence of Indebtedness and Issuance of Preferred Stock" and "Certain        
Covenants--Liens."                                                              

The Indenture provides that any Guarantor that is released from its         
guarantee of the Company's obligations under the Credit Agreement and any       
other Senior Indebtedness shall also be released from its Note Guarantee. One   
of the circumstances in which this could occur is in the event of a sale or     
other disposition of all or substantially all of the assets of any Guarantor    
or a sale or other disposition of all of the Capital Stock of any Guarantor;    
provided, in each case, that such transaction is carried out in accordance      
with the covenants described below under the captions "Repurchase at the        
Option of Holders--Asset Sales" and "Certain Covenants--Merger, Consolidation   
or Sale of Assets."                                                             

OPTIONAL REDEMPTION                                                             

The Notes will not be redeemable at the Company's option prior to December  
1, 2001. Thereafter, the Notes will be subject to redemption at the option of   
the Company, in whole or in part, upon not less than 30 nor more than 60 days'  
notice, at the redemption prices (expressed as percentages of principal         
amount) set forth below plus accrued and unpaid interest thereon and            
Liquidated Damages, if any, to the applicable redemption date, if redeemed      
during the twelve-month period beginning on December 1 of the years indicated   
below:                                                                          

                                                                [Download Table]

YEAR                                                               PERCENTAGE
----                                                               ----------
                                                                             
2001..............................................................  105.750% 
2002..............................................................  103.833% 
2003..............................................................  101.917% 
2004 and thereafter...............................................  100.000% 

Notwithstanding the foregoing, at any time prior to December 1, 1999, the   
Company, at its option, may redeem the Notes, in part, with the net proceeds    
of a Public Equity Offering made by the Company or of a capital contribution    
made by GHC to the common equity capital of the Company with the net proceeds   
of a Public Equity Offering made by GHC, at the redemption prices (expressed    
as percentages of the principal amount) set forth below plus accrued and        
unpaid interest and Liquidated Damages, if any, to the applicable redemption    
date, if redeemed during the twelve-month period beginning on December 1 of     
the years indicated below; provided, however, that after any such redemption    
the aggregate principal amount of the Notes outstanding must equal at least     
65% of the aggregate principal amount of the Notes originally issued in this    
Offering.                                                                       

                                                                [Download Table]

YEAR                                                               PERCENTAGE
----                                                               ----------
                                                                             
1996..............................................................   111.50% 
1997..............................................................   110.75% 
1998..............................................................   110.00% 

If less than all of the Notes are to be redeemed at any time, selection of  
Notes for redemption will be made by the Trustee in compliance with the         
requirements of the Nasdaq National Market or the principal national            
securities exchange, if any, on which the Notes are listed, or, if the Notes    
are not so listed, on a pro rata basis; provided that no Notes of $1,000 or     
less shall be redeemed in part. Notices of redemption shall be mailed by first  
class mail at least 30 but not more than 60 days before the redemption date to  
each holder of Notes to be redeemed at its registered address. If any Note is   
to be redeemed in part only, the notice of redemption that relates to such      
Note shall state the portion of the principal amount thereof to be redeemed. A  
new Note in principal amount equal to the unredeemed portion thereof will be    
issued in the name of the holder thereof upon                                   

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cancellation of the original Note. On and after the redemption date, interest   
will cease to accrue on Notes or portions of them called for redemption.        

MANDATORY REDEMPTION                                                            

The Company is not required to make mandatory redemption or sinking fund    
payments with respect to the Notes.                                             

REPURCHASE AT THE OPTION OF HOLDERS                                             

Change of Control                                                             

Upon the occurrence of a Change of Control, each holder of Notes will have  
the right to require the Company to repurchase all or any part (equal to        
$1,000 or an integral multiple thereof) of such holder's Notes pursuant to the  
offer described below (the "Change of Control Offer") at an offer price in      
cash equal to 101% of the principal amount thereof plus accrued and unpaid      
interest and Liquidated Damages thereon (the "Change of Control Purchase        
Price") to the date of purchase (the "Change of Control Payment Date"). Within  
30 days after the date of any Change of Control, the Company will mail a        
notice to each holder describing the transaction or transactions that           
constitute the Change of Control and offering to repurchase Notes pursuant to   
the procedures required by the Indenture and described in such notice. The      
Change of Control Payment Date shall be a business day not less than 30 days    
nor more than 60 days after such notice is mailed.                              

On the Change of Control Payment Date, the Company will (1) accept for      
payment all Notes or portions thereof properly tendered pursuant to the Change  
of Control Offer, (2) deposit with the Paying Agent an amount equal to the      
Change of Control Purchase Price in respect of all Notes or portions thereof    
so tendered and (3) deliver or cause to be delivered to the Trustee the Notes   
so tendered together with an officers' certificate stating the aggregate        
principal amount of Notes or portions thereof being purchased by the Company.   
The Paying Agent will promptly mail to each holder of Notes so tendered the     
Change of Control Payment for such Notes, and the Trustee will promptly         
authenticate and mail (or cause to be transferred by book entry) to each        
holder a new Note equal in principal amount to any unpurchased portion of the   
Notes surrendered, if any; provided that each such new Note will be in a        
principal amount of $1,000 or an integral multiple thereof. The Indenture will  
provide that, prior to complying with the provisions of this covenant, but in   
any event within 30 days following a Change of Control, the Company will        
either repay all outstanding Senior Indebtedness or obtain the requisite        
consents, if any, under all agreements governing outstanding Senior             
Indebtedness to permit the repurchase of Notes required by this covenant. The   
Company will publicly announce the results of the Change of Control Offer on    
or as soon as practicable after the Change of Control Payment Date.             

Except as described above with respect to a Change of Control, the Indenture
does not contain provisions that permit the holders of the Notes to require     
that the Company repurchase or redeem the Notes in the event of a takeover,     
recapitalization or similar restructuring. Although the existence of a          
holder's right to require the Company to repurchase the Notes in respect of a   
Change of Control may deter a third party from acquiring the Company in a       
transaction that constitutes a Change of Control, the provisions of the         
Indenture relating to a Change of Control in and of themselves may not afford   
holders of the Notes protection in the event of a highly leveraged              
transaction, reorganization, recapitalization, restructuring, merger or         
similar transaction involving the Company that may adversely affect holders,    
if such transaction is not the type of transaction included within the          
definition of a Change of Control.                                              

The Credit Agreement provides that certain change of control events with    
respect to the Company would constitute a default thereunder. Any future        
credit agreements or other agreements relating to Senior Indebtedness to which  
the Company becomes a party may contain similar restrictions and provisions.    
In the event a Change of Control occurs at a time when the Company is           
prohibited from purchasing Notes, the Company could seek the consent of its     
lenders to the purchase of Notes or could attempt to refinance the borrowings   
that contain such prohibition. If the Company does not obtain such a consent    
or repay such borrowings, the Company will remain                               

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prohibited from purchasing Notes. In such case, the Company's failure to        
purchase tendered Notes would constitute an Event of Default under the          
Indenture which would, in turn, constitute a default under the Credit           
Agreement. In such circumstances, the subordination provisions in the           
Indenture would likely restrict payments to the holders of Notes.               

The meaning of the phrase "all or substantially all," as used in the        
definition of "Change of Control" with respect to a sale of assets, varies      
according to the facts and circumstances of the subject transaction, has no     
clearly established meaning under relevant law and is subject to judicial       
interpretation. Accordingly, in certain circumstances, there may be a degree    
of uncertainty in ascertaining whether a particular transaction would involve   
a disposition of "all or substantially all" of the assets of the Company, and   
therefore it may be unclear whether a Change of Control has occurred and        
whether the Notes are subject to a Change of Control Offer.                     

Restrictions in the Indenture described herein on the ability of the Company
and its Subsidiaries to incur additional Indebtedness, to grant Liens on its    
or their property, to make Restricted Payments and to make Asset Sales may      
also make more difficult or discourage a takeover of the Company, whether       
favored or opposed by the management of the Company. Consummation of any such   
transaction in certain circumstances may require redemption or repurchase of    
the Notes, and there can be no assurance that the Company or the acquiring      
party will have sufficient financial resources to effect such redemption or     
repurchase. In certain circumstances, such restrictions and the restrictions    
on transactions with Affiliates may make more difficult or discourage any       
leveraged buyout of the Company or any of its Subsidiaries. While such          
restrictions cover a variety of arrangements which have traditionally been      
used to effect highly leveraged transactions, the Indenture may not afford the  
holders of Notes protection in all circumstances from the adverse aspects of a  
highly leveraged transaction, reorganization, restructuring, merger or similar  
transaction.                                                                    

Asset Sales                                                                   

The Indenture provides that the Company will not, and will not permit any of
its Subsidiaries to, directly or indirectly, engage in an Asset Sale except an  
Exempt Asset Sale, as defined below, unless (i) the Company (or such            
Subsidiary) receives consideration at the time of such Asset Sale at least      
equal to the fair market value of the assets sold or otherwise disposed of,     
and in the case of a lease of assets, a lease providing for rent and other      
conditions which are no less favorable to the Company (or such Subsidiary) in   
any material respect than the then prevailing market conditions (evidenced in   
each case by a resolution of the Board of Directors of the Company set forth    
in an officers' certificate delivered to the Trustee), and (ii) at least 75%    
(100% in the case of lease payments) of the consideration therefor received by  
the Company or such Subsidiary is in the form of cash, Cash Equivalents or      
Eligible Assets. An "Exempt Asset Sale" means an Asset Sale on or after the     
date of the Indenture, the Net Proceeds of which, plus the Net Proceeds of all  
other Asset Sales concurrently or previously made in the same fiscal year do    
not exceed $1.0 million. "Eligible Assets" means another business or any        
substantial part of another business or other long-term assets, in each case,   
in, or used or useful in, the same or a similar line of business as the         
Company or any of its Subsidiaries was engaged in on the date of the Indenture  
or any reasonable extensions or expansions thereof (including the Capital       
Stock of another Person engaged in such business, provided such other Person    
is, or immediately after giving effect to any such acquisition shall become, a  
Wholly Owned Subsidiary of the Company).                                        

The Company may apply, and may permit its Subsidiaries to apply, Net        
Proceeds of an Asset Sale (other than an Exempt Asset Sale), at its option,     
within 365 days after the consummation of such an Asset Sale (a) to             
permanently reduce Senior Indebtedness other than Senior Revolving Debt, (b)    
to permanently reduce Senior Revolving Debt (and to correspondingly reduce the  
commitments, if any, with respect thereto), (c) to acquire Eligible Assets or   
to reimburse the Company or its Subsidiaries for expenditures previously made   
to acquire Eligible Assets, provided that any such expenditures were made not   
more than 180 days prior to the consummation of such Asset Sale and were made   
in contemplation of such Asset Sale and for the purpose of replacing the        
assets to be disposed of in such Asset Sale, or (d) to reimburse the Company    
or its Subsidiaries for expenditures made, and costs incurred, to repair,       
rebuild, replace or restore property subject to loss, damage or taking to the   
extent that the Net Proceeds consist of insurance proceeds received on account  
of such loss, damage                                                            

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or taking. Pending the final application of any such Net Proceeds, the Company  
may temporarily reduce Senior Revolving Debt or otherwise invest such Net       
Proceeds temporarily in Cash Equivalents. Any Net Proceeds from Asset Sales     
(other than Exempt Asset Sales) that are not applied within 365 days after the  
consummation of an Asset Sale as provided in the first sentence of this         
paragraph will be deemed to constitute "Excess Proceeds." When the aggregate    
amount of Excess Proceeds exceeds $5.0 million, the Company will be required    
to make an offer to all holders of Notes (an "Asset Sale Offer") to purchase,   
on a pro rata basis, the principal amount of Notes equal in amount to the       
Excess Proceeds (and not just the amount thereof that exceeds $5.0 million),    
at a purchase price in cash in an amount equal to 100% of the principal amount  
thereof plus accrued and unpaid interest and Liquidated Damages thereon to the  
date of purchase, in accordance with the procedures set forth in the            
Indenture. If the aggregate principal amount of Notes surrendered by holders    
thereof exceeds the amount of Excess Proceeds, the Trustee shall select the     
Notes to be purchased on a pro rata basis. Upon completion of such offer to     
purchase, the amount of Excess Proceeds shall be reset at zero, subject to any  
subsequent Asset Sale.                                                          

In the event of the transfer of substantially all (but not all) of the      
property and assets of the Company and its Subsidiaries as an entirety to a     
Person in a transaction permitted under the caption "Certain Covenants--        
Merger, Consolidation or Sale of Assets" below, the successor corporation       
shall be deemed to have sold the properties and assets of the Company and its   
Subsidiaries not so transferred for purposes of this covenant, and shall        
comply with the provisions of this covenant with respect to such deemed sale    
as if it were an Asset Sale. In addition, the fair market value of such         
properties and assets of the Company or its Subsidiaries deemed to be sold      
shall be deemed to be Net Proceeds for purposes of this covenant.               

If at any time any non-cash consideration received by the Company or any    
Subsidiary in connection with any Asset Sale is converted into or sold or       
otherwise disposed of for cash, then such conversion or disposition shall be    
deemed to constitute an Asset Sale hereunder and the Net Proceeds thereof       
shall be applied in accordance with this covenant.                              

The Company will comply with the requirements of Section 14(e) of, and Rule 
14e-1 under, the Exchange Act and any other securities laws and regulations     
thereunder to the extent such laws and regulations are applicable in            
connection with the repurchase of the Notes as a result of a Change of Control  
or an Asset Sale.                                                               

The Company may use Net Proceeds from Exempt Asset Sales for general        
corporate purposes (subject to the other provisions of the Indenture).          

CERTAIN COVENANTS                                                               

Ownership of and Liens on Capital Stock                                       

The Indenture provides that the Company (i) will not permit any Person      
(other than the Company or any Wholly Owned Subsidiary of the Company) to own   
any Capital Stock of any Subsidiary of the Company, and (ii) will not permit    
any Subsidiary of the Company to issue Capital Stock (except to the Company or  
to a Wholly Owned Subsidiary) or create, incur, assume or suffer to exist any   
Lien thereon, in each case except (a) directors' qualifying shares, (b)         
Capital Stock issued prior to the time such Person became a Subsidiary of the   
Company, provided that such Capital Stock was not issued in anticipation of     
such transaction, (c) if such Subsidiary merges with another Subsidiary of the  
Company, (d) if such Subsidiary ceases to be a Subsidiary of the Company (as a  
result of the sale of 100% of the shares of such Subsidiary, the Net Proceeds   
from which are applied in accordance with "Repurchase at the Option of          
Holders--Asset Sales"), (e) Liens on Capital Stock of any Subsidiary of the     
Company to secure Indebtedness incurred under the Credit Agreement or other     
Senior Indebtedness incurred in compliance with the Fixed Charge Coverage       
Ratio test set forth in the first paragraph of the covenant described under     
the caption "--Incurrence of Indebtedness and Issuance of Preferred Stock" or   
(f) Liens on Capital Stock of any Subsidiary of the Company granted in          
accordance with the provisions of the Indenture described below under the       
caption "Liens."                                                                

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Restricted Payments                                                           

The Indenture provides that the Company will not, and will not permit any of
its Subsidiaries to, directly or indirectly: (i) declare or pay any dividend    
or make any distribution of any kind or character (whether in cash, securities  
or other property) on account of any class of the Company's or any of its       
Subsidiaries' Equity Interests or to holders thereof (including, without        
limitation, any payment to stockholders of the Company in connection with a     
merger or consolidation involving the Company), other than (a) dividends or     
distributions payable solely in Equity Interests (other than Disqualified       
Stock) of the Company or (b) dividends or distributions payable solely to the   
Company or any Wholly Owned Subsidiary of the Company; (ii) purchase, redeem    
or otherwise acquire or retire for value any Equity Interests of the Company,   
any Subsidiary of the Company, or any other Affiliate of the Company (other     
than any such Equity Interests owned by the Company or any Wholly Owned         
Subsidiary of the Company); (iii) make any principal payment on, or purchase,   
redeem, defease or otherwise acquire or retire for value any Indebtedness of    
the Company or any Guarantor that is pari passu with or subordinated to the     
Notes or the Note Guarantees prior to any scheduled repayment date, mandatory   
sinking fund payment date or final maturity date (other than the Notes), other  
than through the purchase, redemption or acquisition by the Company of          
Indebtedness of the Company or any of its Subsidiaries through the issuance in  
exchange therefor of Equity Interests (other than Disqualified Stock) of the    
Company or (iv) make any Investment (other than Permitted Investments) (all     
such payments and other actions set forth in clauses (i) through (iv) above     
being collectively referred to as "Restricted Payments"), unless, at the time   
of and after giving effect to such Restricted Payment:                          

(a) no Default or Event of Default shall have occurred and be continuing
or would occur as a consequence thereof;                                    

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

(c) such Restricted Payment, together with the aggregate amount of all  
other Restricted Payments declared or made by the Company and its           
Subsidiaries on or after the date of the Indenture (excluding Restricted    
Payments permitted by clauses (ii), (iii) and (iv) of the second sentence   
of the next succeeding paragraph), is less than the sum of (i) 50% of the   
Consolidated Net Income of the Company for the period (taken as one         
accounting period) from the beginning of the first fiscal quarter           
commencing after the date of the Indenture to the end of the Company's most 
recently ended fiscal quarter for which internal financial statements are   
available at the time of such Restricted Payment (or, if such Consolidated  
Net Income for such period is a deficit, less 100% of such deficit), plus   
(ii) 100% of the aggregate net cash proceeds received by the Company from   
the issue or sale after the date of the Indenture of Equity Interests of    
the Company or of debt securities of the Company that have been converted   
into such Equity Interests (other than Equity Interests (or convertible     
debt securities) sold to a Subsidiary of the Company and other than         
Disqualified Stock or debt securities that have been converted into         
Disqualified Stock).                                                        

The foregoing clauses (b) and (c) will not prohibit (i) the payment of any  
dividend on any class of Capital Stock of the Company or any Subsidiary of the  
Company within 60 days after the date of declaration thereof, if on the date    
on which such dividend was declared such payment would have complied with the   
provisions of the Indenture; (ii) the making of any Investment in exchange      
for, or out of the proceeds of, the substantially concurrent sale (other than   
to a Subsidiary of the Company) of Equity Interests of the Company (other than  
Disqualified Stock); provided, that any net cash proceeds that are utilized     
for any such Investment, and any Net Income resulting therefrom, shall be       
excluded from clause (c) of the preceding paragraph; (iii) the redemption,      
repurchase, retirement or other acquisition of any Equity Interests of the      
Company in exchange for, or out of the proceeds of, the substantially           
concurrent sale (other than to a Subsidiary of the Company) of other Equity     
Interests of the Company (other than any Disqualified Stock); provided that     
any net cash proceeds that are utilized for any such redemption, repurchase,    
retirement or other acquisition, and any Net Income resulting                   

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therefrom, shall be excluded from clause (c) of the preceding paragraph; (iv)   
the defeasance, redemption or repurchase of pari passu or subordinated          
Indebtedness with the net cash proceeds from an incurrence of Permitted         
Refinancing Indebtedness or the substantially concurrent sale (other than to a  
Subsidiary of the Company) of Equity Interests of the Company (other than       
Disqualified Stock); provided, that any net cash proceeds that are utilized     
for any such defeasance, redemption or repurchase, and any Net Income           
resulting therefrom, shall be excluded from clause (c) of the preceding         
paragraph; (v) any payment by the Company or any of its Subsidiaries directly   
or through any direct or indirect parent company (A) in connection with the     
repurchase of outstanding shares of Capital Stock of the Company or GHC         
following the death, disability or termination of employment of Management      
Stockholders and (B) of amounts required to be paid to participants or former   
participants in employee benefit plans upon any termination of employment by    
such participants as provided in the documents related thereto, in an           
aggregate amount (for both clauses (A) and (B)) not to exceed $1.0 million in   
any fiscal year (provided that any unused amount may be carried over to any     
subsequent fiscal year subject to a maximum amount of $1.5 million in any       
fiscal year); (vi) payments to GHC pursuant to a tax sharing agreement under    
which the Company is allocated its proportionate share of the tax liability of  
the affiliated group of corporations that file consolidated federal income tax  
returns (or that file state or local income tax returns on a consolidated       
basis); (vii) loans, advances, dividends or distributions by the Company or     
any of its Subsidiaries to GHC to pay for corporate, administrative and         
operating expenses in the ordinary course of business, including payment of     
directors' and officers' liability insurance premiums, directors' fees, and     
fees, expenses and indemnities in connection with the Acquisition and           
Financing Transactions and related transactions, in an aggregate amount not to  
exceed $1.0 million in any fiscal year; and (viii) (A) loans, advances,         
dividends or distributions by the Company or any of its Subsidiaries to GHC     
not to exceed an amount necessary to permit GHC to pay (1) its costs            
(including all professional fees and expenses) incurred to comply with its      
reporting obligations under federal or state laws or in connection with         
reporting or other obligations under the Credit Agreement or any related        
collateral documents or guarantees, (2) its expenses incurred in connection     
with any public offering of equity securities which has been terminated by the  
board of directors of GHC, the net proceeds of which were specifically          
intended to be received by or contributed or loaned to the Company and (B)      
loans or advances by the Company or any of its Subsidiaries to GHC not to       
exceed an amount necessary to permit GHC to pay its interim expenses incurred   
in connection with any public offering of equity securities the net proceeds    
of which are specifically intended to be received by or contributed or loaned   
to the Company, which, unless such offering shall have been terminated by the   
board of directors of GHC, shall be repaid to the Company promptly out of the   
proceeds of such offering.                                                      

The amount of all Restricted Payments (other than cash) shall be the fair   
market value (evidenced by a resolution of the Board of Directors set forth in  
an officers' certificate delivered to the Trustee) on the date of the           
Restricted Payment of the asset(s) proposed to be transferred by the Company    
or such Subsidiary, as the case may be, pursuant to the Restricted Payment.     
Not later than the date of making any Restricted Payment, the Company shall     
deliver to the Trustee an officers' certificate stating that such Restricted    
Payment is permitted and setting forth the basis upon which the calculations    
required by the covenant described under this caption were computed, which      
calculations may be based upon the Company's latest available financial         
statements.                                                                     

Incurrence of Indebtedness and Issuance of Preferred Stock                    

The Indenture provides that the Company will not, and will not permit any of
its Subsidiaries to, directly or indirectly, create, incur, issue, assume,      
guarantee or otherwise become directly or indirectly liable, contingently or    
otherwise, with respect to (collectively, "incur") any Indebtedness (including  
Acquired Indebtedness) and that the Company will not issue any Disqualified     
Stock and will not permit any of its Subsidiaries to issue any shares of        
preferred stock; provided, however, that the Company may incur Indebtedness     
(including Acquired Indebtedness) and the Company may issue shares of           
Disqualified Stock if: (i) the Fixed Charge Coverage Ratio for the Company's    
most recently ended four full fiscal quarters for which internal financial      
statements are available immediately preceding the date on which such           
additional Indebtedness is incurred or such Disqualified Stock is issued would  
have been at least 2.0 to 1.0 with respect to any incurrence on or before       
December 31, 1997, or 2.25 to 1.0 with respect to any incurrence thereafter,    
determined on a pro forma basis (including a pro                                

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forma application of the net proceeds therefrom), as if the additional          
Indebtedness had been incurred, or the Disqualified Stock had been issued, as   
the case may be, at the beginning of such four-quarter period; and (ii) no      
Default or Event of Default shall have occurred and be continuing or would      
occur as a consequence thereof.                                                 

The foregoing limitations on the incurrence of Indebtedness will not apply  
to:                                                                             

(i) the incurrence by the Company of Indebtedness under the Credit      
Agreement (and the incurrence by Subsidiaries of the Company of guarantees  
thereof) in an aggregate principal amount at any time outstanding (with     
letters of credit being deemed to have a principal amount equal to the      
maximum potential liability of the Company and its Subsidiaries thereunder) 
not to exceed $80.0 million, less the aggregate amount of all Net Proceeds  
of Asset Sales applied to permanently reduce the outstanding amount or the  
commitments with respect to such Indebtedness pursuant to the covenant      
described above under the caption "--Asset Sales" and less any amount       
incurred pursuant to clause (vii) below;                                    

(ii) the incurrence by the Company and any Guarantors of Indebtedness   
represented by the Notes and the Note Guarantees;                           

(iii) the incurrence by the Company or any of its Subsidiaries of       
Indebtedness represented by Capital Lease Obligations (whether or not       
incurred pursuant to Sale and Leaseback Transactions), mortgage financings  
or Purchase Money Obligations, in each case incurred for the purpose of     
financing all or any part of the purchase price or cost of construction or  
improvement of property used in the business of the Company or such         
Subsidiary or any Permitted Refinancing Indebtedness thereof (provided that 
the requirements of clause (ii) of the definition of Permitted Refinancing  
Indebtedness need not be met for the purposes of this clause (iii)), in an  
aggregate principal amount not to exceed $5.0 million at any time           
outstanding;                                                                

(iv) the incurrence by the Company of Permitted Refinancing Indebtedness
in exchange for, or the net proceeds of which are used to extend,           
refinance, renew, replace, defease or refund, any Indebtedness permitted    
under the Fixed Charge Coverage Ratio test described in the first paragraph 
of this caption;                                                            

 (v) the incurrence by the Company or any of its Wholly Owned Subsidiaries
of intercompany Indebtedness between or among the Company and any of its    
Wholly Owned Subsidiaries or between or among any Wholly Owned              
Subsidiaries; provided, however, that (a) any subsequent issuance or        
transfer of Equity Interests that results in any such Indebtedness being    
held by a Person other than the Company or a Wholly Owned Subsidiary of the 
Company and (b) any sale or other transfer of any such Indebtedness to a    
Person that is not either the Company or a Wholly Owned Subsidiary of the   
Company shall be deemed, in each case, to constitute an incurrence of such  
Indebtedness by the Company or such Subsidiary, as the case may be;         

(vi) the incurrence by the Company of Hedging Obligations; and          

(vii) the incurrence by the Company of Indebtedness (in addition to     
Indebtedness permitted by any other clause of this paragraph other than     
Indebtedness incurred pursuant to clause (i) above in excess of $70.0       
million) in an aggregate principal amount at any time outstanding not to    
exceed $10.0 million.                                                       

Liens                                                                         

The Indenture provides that the Company will not, and will not permit any of
its Subsidiaries to, directly or indirectly, create, incur, assume or suffer    
to exist any Lien on any of its assets, now owned or hereafter acquired,        
securing any Indebtedness other than Senior Indebtedness or Indebtedness        
specified in clauses (w) or (y) of the second sentence of the definition of     
"Senior Indebtedness," unless the Notes, in the case of the Company, or the     
Note Guarantees, in the case of any Guarantors, are secured equally and         
ratably with such other Indebtedness; provided that, if such Indebtedness is    
by its terms expressly subordinate to the Notes or the Note Guarantees, the     
Lien securing such subordinate or junior Indebtedness shall be subordinate and  
junior to the Lien securing the Notes or the Note Guarantees with the same      
relative priority as such subordinated or junior Indebtedness shall have with   
respect to the Notes or the Note Guarantees.                                    

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Dividend and Other Payment Restrictions Affecting Subsidiaries                

The Indenture provides that the Company will not, and will not permit any of
its Subsidiaries to, directly or indirectly, create or otherwise cause or       
suffer to exist or become effective any encumbrance or restriction on the       
ability of any Subsidiary of the Company to                                     

(i) pay dividends or make any other distributions to the Company or any 
of its Subsidiaries on its Capital Stock or with respect to any other       
interest or participation in, or measured by, its profits;                  

(ii) pay any Indebtedness or other obligation owed to the Company or any
of its Subsidiaries;                                                        

(iii) make loans or advances to the Company or any of its Subsidiaries; 

(iv) sell, lease or transfer any of its properties or assets to the     
Company or any of its Subsidiaries; or                                      

(v) guarantee the obligations of the Company evidenced by the Notes or  
any renewals, refinancings, exchanges, refundings or extensions thereof,    

except for such encumbrances or restrictions existing under or by reason of     
(A) the Indenture and the Notes, (B) applicable law, (C) any instrument         
governing Acquired Indebtedness or Capital Stock of a Person acquired by the    
Company or any of its Subsidiaries as in effect at the time of such             
acquisition (except to the extent such Acquired Indebtedness was incurred in    
connection with or in contemplation of such acquisition), which encumbrance or  
restriction is not applicable to any Person, or the properties or assets of     
any Person, other than the Person, or the property or assets of the Person, so  
acquired, provided that the Consolidated EBITDA of such Person is not taken     
into account in determining whether such acquisition was permitted by the       
terms of the Indenture, (D) any document or instrument governing Indebtedness   
incurred pursuant to clause (iii) of the second paragraph under the caption     
"Incurrence of Indebtedness and Issuance of Preferred Stock," provided that     
any such restriction contained therein relates only to the asset or assets      
constructed or acquired in connection therewith, (E) Permitted Refinancing      
Indebtedness of Indebtedness described in clause (C) hereof, provided that the  
restrictions contained in the agreements governing such Permitted Refinancing   
Indebtedness are no more restrictive than those contained in the agreements     
governing the Indebtedness being refinanced, or (F) any provision of the        
Credit Agreement as such provision is in effect on the date of initial          
issuance of the Notes.                                                          

Limitation on Layering Debt                                                   

The Indenture provides that the Company will not incur, create, issue,      
assume, guarantee or otherwise become liable for any Indebtedness that is       
subordinate or junior in right of payment to any Senior Indebtedness and        
senior in any respect in right of payment to the Notes.                         

Merger, Consolidation or Sale of Assets                                       

The Indenture provides that the Company will not, and the Company will not  
permit any Subsidiary of the Company to, in a single transaction or series of   
related transactions, consolidate or merge with or into (other than the         
consolidation or merger of a Wholly Owned Subsidiary of the Company with        
another Wholly Owned Subsidiary of the Company or into the Company) (whether    
or not the Company or such Subsidiary is the surviving corporation), or         
directly and/or indirectly through its Subsidiaries sell, assign, transfer,     
lease, convey or otherwise dispose of all or substantially all of the           
properties or assets of the Company and its Subsidiaries (determined on a       
consolidated basis for the Company and its Subsidiaries taken as a whole) in    
one or more related transactions to, another corporation, Person or entity      
unless                                                                          

(i) either (a) the Company, in the case of a transaction involving the  
Company, or such Subsidiary, in the case of a transaction involving a       
Subsidiary of the Company, is the surviving corporation or (b) in the case  
of a transaction involving the Company or a Guarantor, the entity or the    
Person formed by or surviving any such consolidation or merger (if other    
than the Company or such Guarantor) or to which such sale, assignment,      
transfer, lease, conveyance or other disposition shall have been made is a  
corporation organized or existing under the laws of the United States of    
America, any state thereof or the District of Columbia                      

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and expressly assumes all the obligations of the Company under the Notes    
and the Indenture or such Guarantor under the relevant Note Guarantee and   
the Indenture, as the case may be, pursuant to a supplemental indenture in  
a form reasonably satisfactory to the Trustee;                              

(ii) immediately after such transaction no Default or Event of Default  
exists;                                                                     

 (iii) in the case of a transaction involving the Company, the Company or,
if other than the Company, the corporation formed by or surviving any such  
consolidation or merger, or to which such sale, assignment, transfer,       
lease, conveyance or other disposition shall have been made (A) will have   
Consolidated Net Worth immediately after the transaction equal to or        
greater than the Consolidated Net Worth of the Company immediately          
preceding the transaction; provided, however that in the case of a          
transaction involving a merger or consolidation between GHC and the Company 
in contemplation of an underwritten primary public offering of the common   
stock of the corporation formed by or surviving any such merger or          
consolidation, the Consolidated Net Worth of such corporation immediately   
after the transaction may be up to $1.0 million less than the Consolidated  
Net Worth of the Company immediately preceding the transaction, and (B)     
will, at the time of such transaction and after giving pro forma effect     
thereto as if such transaction had occurred at the beginning of the         
applicable four-quarter period, be permitted to incur at least $1.00 of     
additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test    
set forth in the first paragraph of the covenant described above under the  
caption "--Incurrence of Indebtedness and Issuance of Preferred Stock";     

(iv) if, as a result of any such transaction, property or assets of the 
Company or a Guarantor would become subject to a Lien securing Indebtedness 
not excepted from the provisions of the Indenture described above under the 
caption "--Liens," the Company, any such Guarantor or the surviving entity, 
as the case may be, shall have secured the Notes and the relevant Note      
Guarantee, as required by such provisions; and                              

(v) the Company shall have delivered to the Trustee an officers'        
certificate and, except in the case of a merger of a Subsidiary of the      
Company into the Company or into a Wholly Owned Subsidiary of the Company,  
an opinion of counsel, each stating that such consolidation, merger,        
conveyance, lease or disposition and any supplemental indenture with        
respect thereto, comply with all of the terms of this covenant and that all 
conditions precedent provided for in this provision relating to such        
transaction or series of transactions have been complied with.              

For purposes of the foregoing, the transfer (by lease, assignment, sale or  
otherwise, in a single transaction or series of transactions) of all or         
substantially all of the properties or assets of one or more Subsidiaries of    
the Company the Capital Stock of which constitutes all or substantially all of  
the properties and assets of the Company, shall be deemed to be the transfer    
of all or substantially all of the properties and assets of the Company.        

Sale and Leaseback Transactions                                               

The Indenture provides that the Company will not, and will not cause or     
permit any of its Subsidiaries to, enter into any Sale and Leaseback            
Transaction. Notwithstanding the foregoing, the Company or any Subsidiary may   
enter into a Sale and Leaseback Transaction if: (i) after giving pro forma      
effect to any such Sale and Leaseback Transaction, the Company shall be in      
compliance with the covenants described under the captions "--Incurrence of     
Indebtedness and Issuance of Preferred Stock" and "--Liens" above; (ii) the     
gross cash proceeds of such Sale and Leaseback Transaction are at least equal   
to the fair market value of such property (as determined by the Board, whose    
determination shall be conclusive if made in good faith and evidenced by a      
Board Resolution); (iii) the aggregate rent payable by the Company in respect   
of such Sale and Leaseback Transaction is not in excess of the fair market      
rental value of the property leased pursuant to such Sale and Leaseback         
Transaction; and (iv) the Company shall apply the net cash proceeds of the      
sale as provided under "Repurchase at the Option of Holders--Asset Sales"       
above, to the extent required therein.                                          

Transactions with Affiliates                                                  

The Indenture provides that the Company will not, and will not permit any of
its Subsidiaries to, directly or indirectly, in any one transaction or a        
series of related transactions, sell, lease, transfer or otherwise dispose of   

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any of its properties, assets or services to, or make any payment to, or        
purchase any property, assets or services from, or enter into or make any       
agreement, loan, advance or guarantee with, or for the benefit of, any          
Affiliate (each of the foregoing, an "Affiliate Transaction"), other than       
Exempt Affiliate Transactions, unless (i) such Affiliate Transaction is on      
terms that are no less favorable to the Company or the relevant Subsidiary      
than those that would have been obtained in a comparable arm's length           
transaction by the Company or such Subsidiary with a Person that is not an      
Affiliate and (ii) the Company delivers to the Trustee (a) with respect to any  
Affiliate Transaction entered into after the date of the Indenture involving    
aggregate consideration in excess of $1.0 million, a resolution of the Board    
of Directors of the Company set forth in an officers' certificate certifying    
that such Affiliate Transaction complies with clause (i) above and that such    
Affiliate Transaction has been approved by a majority of the disinterested      
members of the Board of Directors of the Company and (b) with respect to any    
Affiliate Transaction involving aggregate consideration equal to or in excess   
of $5.0 million, a written opinion issued by an investment banking firm of      
recognized national standing that such Affiliate Transaction is fair to the     
Company or such Subsidiary, as the case may be, from a financial point of       
view.                                                                           

Reports                                                                       

The Indenture provides that, whether or not required by the rules and       
regulations of the Commission, so long as any Notes are outstanding, the        
Company will furnish to the holders of Notes, and file with the Trustee,        
within 15 days after it is or would have been required to file such with the    
Commission all information, documents and reports specified in Section 13 and   
Section 15(d) of the Exchange Act; provided, however, that the Company will     
not be required to furnish to the holders of Notes or file with the Commission  
a report on Form 10-K for fiscal 1996. In addition, whether or not required by  
the rules and regulations of the Commission, at any time after the Company      
files an Exchange Offer Registration Statement or a Shelf Registration          
Statement, the Company will file a copy of all such information, documents and  
reports with the Commission for public availability (unless the Commission      
will not accept such a filing) and make such information available to           
securities analysts and prospective investors upon request. In addition, the    
Company has agreed that, for so long as any Notes remain outstanding, it will   
furnish to the holders and to securities analysts and prospective investors,    
upon their request, the information specified in Rule 144A(d)(4) under the      
Securities Act.                                                                 

Events of Default and Remedies                                                

The Indenture provides that each of the following constitutes an Event of   
Default: (i) default for 30 days in the payment when due of interest on, or     
Liquidated Damages with respect to, the Notes (whether or not prohibited by     
the subordination provisions of the Indenture); (ii) default in payment when    
due of the principal of or premium, if any, on the Notes (whether or not        
prohibited by the subordination provisions of the Indenture); (iii) failure by  
the Company to comply with the provisions described under the captions          
"Repurchase at Option of Holders--Change of Control," "Repurchase at Option of  
Holders--Asset Sales," "--Ownership of and Liens on Capital Stock," "--         
Restricted Payments," "--Incurrence of Indebtedness and Issuance of Preferred   
Stock" or "--Merger, Consolidation or Sale of Assets"; (iv) failure by the      
Company to comply with any of its other agreements or covenants in the          
Indenture or the Notes for 60 days after written notice by the Trustee or       
holders of at least 25% of the aggregate principal amount of the Notes          
outstanding; (v) default under any mortgage, indenture or instrument under      
which there may be issued or by which there may be secured or evidenced any     
Indebtedness for money borrowed by the Company or any of its Subsidiaries (or   
the payment of which is guaranteed by the Company or any of its Subsidiaries)   
whether such Indebtedness or guarantee now exists, or is created after the      
date of the Indenture, which default (a) is caused by a failure to pay          
principal of such Indebtedness at final maturity thereof (a "Payment Default")  
or (b) results in the acceleration of such Indebtedness prior to its express    
maturity and, in each case, the principal amount of any such Indebtedness,      
together with the principal amount of any other such Indebtedness as to which   
there has been a Payment Default or the maturity of which has been so           
accelerated, exceeds in the aggregate $10.0 million; (vi) failure by the        
Company or any of its Subsidiaries to pay final judgments (not fully covered    
by insurance) which exceed in the aggregate $10.0 million, which judgments are  
not paid, discharged or stayed for a period of 60 days; (vii) certain events    
of bankruptcy, insolvency or reorganization with respect to the Company or any  
of its Subsidiaries; and                                                        

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(viii) the Note Guarantee of any Guarantor is held in any judicial proceeding   
to be unenforceable or invalid or ceases for any reason to be in full force     
and effect (other than in accordance with the terms of the Indenture) or any    
Guarantor or any Person acting on behalf of any Guarantor denies or disaffirms  
such Guarantor's obligations under its Note Guarantee (other than by reason of  
a release of such Guarantor from its Note Guarantee in accordance with the      
terms of the Indenture).                                                        

If any Event of Default occurs and is continuing, the Trustee or the holders
of at least 25% in aggregate principal amount of all of the then outstanding    
Notes may declare all the Notes to be due and payable immediately. After such   
acceleration, but before a judgment or decree based on acceleration, the        
holders of a majority in aggregate principal amount of outstanding Notes may,   
under certain circumstances, rescind and annul such acceleration if all Events  
of Default, other than the non-payment of principal, interest, premium or       
Liquidated Damages that have become due solely because of such acceleration,    
have been cured or waived as provided in the Indenture. Notwithstanding the     
foregoing, in the case of an Event of Default arising from certain events of    
bankruptcy or insolvency with respect to the Company or any Subsidiary of the   
Company, all outstanding Notes will become due and payable without further      
action or notice. Holders of the Notes may not enforce the Indenture or the     
Notes except as provided in the Indenture. Subject to certain limitations,      
holders of a majority in principal amount of the then outstanding Notes may     
direct the Trustee in its exercise of any trust or power. The Indenture         
provides that if a Default occurs and is continuing, generally the Trustee      
must give notice of such Default to the holders within 90 days after the        
occurrence of such Default. The Trustee may withhold from holders of the Notes  
notice of any continuing Default or Event of Default (except a Default or       
Event of Default relating to the payment of principal or premium, if any, or    
interest or Liquidated Damages) if it determines that withholding notice is in  
their interest.                                                                 

The holders of a majority in aggregate principal amount of the Notes then   
outstanding by notice to the Trustee may on behalf of the holders of all of     
the Notes waive any existing Default or Event of Default and its consequences   
under the Indenture except a continuing Default or Event of Default in the      
payment of interest or premium or Liquidated Damages on, or the principal of,   
any Note (except a payment default resulting from an acceleration that has      
been rescinded) or in respect of a provision that cannot be amended or waived   
without the consent of the holder affected. See "Amendment, Supplement and      
Waiver."                                                                        

The Company is required to deliver to the Trustee annually a statement      
regarding compliance with the Indenture, and upon becoming aware of any         
Default or Event of Default, the Company is required to deliver to the Trustee  
a statement specifying such Default or Event of Default.                        

NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS        

No director, officer, employee, incorporator or stockholder of the Company, 
as such, shall have any liability for any obligations of the Company under the  
Notes or the Indenture or for any claim based on, in respect of, or by reason   
of, such obligations or their creation. No director, officer, employee,         
incorporator or stockholder of any Guarantor, as such, shall have any           
liability for any obligations of such Guarantor under its Note Guarantee or     
the Indenture or for any claim based on, in respect of, or by reason of, such   
obligations or their creation. Each holder of Notes by accepting a Note waives  
and releases all such liability. The waiver and release are part of the         
consideration for issuance of the Notes and the Note Guarantees. Such waiver    
may not be effective to waive liabilities under the federal securities laws     
and it is the view of the Commission that such waiver is against public         
policy.                                                                         

LEGAL DEFEASANCE AND COVENANT DEFEASANCE                                        

At its option and at any time, the Company may elect to have all of the     
obligations of the Company and the Guarantors discharged with respect to the    
outstanding Notes ("Legal Defeasance") except for (i) the rights of holders of  
outstanding Notes to receive payments in respect of the principal of, premium,  
if any, and interest and Liquidated Damages on such Notes when such payments    
are due from the trust referred to below, (ii) the Company's obligations with   
respect to the Notes concerning issuing temporary Notes, registration of        
Notes,                                                                          

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mutilated, destroyed, lost or stolen Notes and the maintenance of an office or  
agency for payment and money for security payments held in trust, (iii) the     
Company's obligations under the Registration Rights Agreement, (iv) the         
rights, powers, trusts, duties and immunities of the Trustee, and the           
Company's obligations in connection therewith and (v) the Legal Defeasance      
provisions of the Indenture. In addition, the Company may, at its option and    
at any time, elect to have the obligations of the Company released with         
respect to certain covenants that are described in the Indenture ("Covenant     
Defeasance") and thereafter any omission to comply with such obligations shall  
not constitute a Default or Event of Default with respect to the Notes. In the  
event Covenant Defeasance occurs, certain events (not including nonpayment,     
bankruptcy and insolvency events) described under "Events of Default" will no   
longer constitute an Event of Default with respect to the Notes.                

In order to exercise either Legal Defeasance or Covenant Defeasance: (i) the
Company must irrevocably deposit with the Trustee, in trust, for the benefit    
of the holders of the Notes, cash in U.S. dollars, U.S. Government              
Obligations, or a combination thereof, in such amounts as will be sufficient,   
in the opinion of a nationally recognized firm of independent public            
accountants, to pay the principal of, premium, if any, and interest and         
Liquidated Damages on the outstanding Notes on the stated maturity or on the    
applicable redemption date, as the case may be, and the Company must specify    
whether the Notes are being defeased to maturity or to a particular redemption  
date; (ii) in the case of Legal Defeasance, the Company shall have delivered    
to the Trustee an opinion of counsel in the United States reasonably            
acceptable to the Trustee confirming that (A) the Company has received from,    
or there has been published by, the Internal Revenue Service a ruling or (B)    
since the date of the Indenture, there has been a change in the applicable      
federal income tax law, in either case to the effect that, and based thereon    
such opinion of counsel shall confirm that, the holders of the outstanding      
Notes will not recognize income, gain or loss for federal income tax purposes   
as a result of such Legal Defeasance and will be subject to federal income tax  
on the same amounts, in the same manner and at the same times as would have     
been the case if such Legal Defeasance had not occurred; (iii) in the case of   
Covenant Defeasance, the Company shall have delivered to the Trustee an         
opinion of counsel in the United States reasonably acceptable to the Trustee    
confirming that the holders of the outstanding Notes will not recognize         
income, gain or loss for federal income tax purposes as a result of such        
Covenant Defeasance and will be subject to federal income tax on the same       
amounts, in the same manner and at the same times as would have been the case   
if such Covenant Defeasance had not occurred; (iv) no Default or Event of       
Default shall have occurred and be continuing on the date of such deposit       
(other than a Default or Event of Default resulting from the borrowing of       
funds (or the granting of a Lien as security therefor) to be applied to such    
deposit) or insofar as Events of Default from bankruptcy or insolvency events   
are concerned, at any time in the period ending on the 123rd day after the      
date of deposit; (v) such Legal Defeasance or Covenant Defeasance will not      
result in a breach or violation of, or constitute a default under the Credit    
Agreement or any other material agreement or instrument (other than the         
Indenture) to which the Company or any of its Subsidiaries is a party or by     
which the Company or any of its Subsidiaries is bound; (vi) the Company must    
deliver to the Trustee an officers' certificate stating that the deposit was    
not made by the Company with the intent of preferring the holders of Notes      
over other creditors of the Company or the Guarantors or with the intent of     
defeating, hindering, delaying or defrauding creditors of the Company, the      
Guarantors or others; (vii) such Legal Defeasance or Covenant Defeasance shall  
not result in the trust arising from such deposit constituting an investment    
company within the meaning of the Investment Company Act of 1940, as amended,   
unless such trust shall be registered under such Act or exempt from             
registration thereunder; and (viii) the Company must deliver to the Trustee an  
officers' certificate and a opinion of counsel, each stating that all           
conditions precedent relating to Legal Defeasance or Covenant Defeasance, as    
the case may be, have been complied with.                                       

TRANSFER AND EXCHANGE                                                           

A holder may transfer or exchange Notes in accordance with the Indenture.   
The Trustee will act as paying agent and registrar for the Notes. The Company,  
the registrar and the Trustee may require a holder, among other things, to      
furnish appropriate endorsements and transfer documents as well as              
certifications, legal opinions and other information and the Company may        
require a holder to pay any taxes and fees required by law or permitted         

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by the Indenture. The Company is not required to transfer or exchange any Note  
selected for redemption. Also, the Company is not required to transfer or       
exchange any Note for a period of 15 days before a selection of Notes to be     
redeemed.                                                                       

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

AMENDMENT, SUPPLEMENT AND WAIVER                                                

Except as provided in the next three succeeding paragraphs, the Indenture or
the Notes may be amended or supplemented with the consent of the holders of at  
least a majority in principal amount of the Notes then outstanding (including   
consents obtained in connection with a tender offer or exchange offer for the   
Notes), and any existing default or failure to comply with any provision of     
the Indenture or the Notes may be waived with the consent of the holders of a   
majority in principal amount of the then outstanding Notes (including consents  
obtained in connection with a tender offer or exchange offer for the Notes).    

Without the consent of each holder, an amendment or waiver may not (i)      
reduce the principal amount of Notes whose holders must consent to an           
amendment, supplement or waiver, (ii) reduce the principal of or premium on or  
change the fixed maturity of any Note or alter the provisions with respect to   
the redemption of the Notes (other than provisions relating to the covenants    
described above under the caption "--Repurchase at the Option of Holders"),     
(iii) reduce the rate of or change the time for payment of interest on any      
Note, (iv) waive a Default or Event of Default in the payment of principal of   
or premium, if any, or interest or Liquidated Damages on the Notes (except a    
rescission of acceleration of the Notes by the holders of at least a majority   
in aggregate principal amount of the then outstanding Notes and a waiver of     
the payment default that resulted from such acceleration), (v) make any Note    
payable in money other than that stated in the Notes, (vi) make any change in   
the provisions of the Indenture relating to waivers of past Defaults or the     
rights of holders of Notes to receive payments of principal of or premium, if   
any, or interest or Liquidated Damages on the Notes, (vii) waive a redemption   
payment with respect to any Note (other than a payment required by one of the   
covenants described above under the caption "Repurchase at the Option of        
Holders"), (viii) modify the ranking or priority of the Notes or the Note       
Guarantee of any Guarantor, (ix) release any Guarantor from any of its          
obligations under its Note Guarantee or the Indenture other than in accordance  
with the terms of the Indenture or (x) make any change in the foregoing         
amendment and waiver provisions.                                                

Notwithstanding the foregoing, without the consent of any holder of Notes,  
the Company and the Trustee may amend or supplement the Indenture or the Notes  
to cure any ambiguity, defect or inconsistency, to provide for uncertificated   
Notes in addition to or in place of Certificated Notes, to provide for the      
assumption of the Company's obligations to holders of Notes in the case of a    
merger or consolidation, to make any change that would provide any additional   
rights or benefits to the holders of Notes or that does not adversely affect    
the interests of the holders of the Notes in any material respect, or to        
comply with requirements of the Commission in order to effect or maintain the   
qualification of the Indenture under the Trust Indenture Act.                   

Without the consent of the holders of Senior Indebtedness (or any group or  
representative thereof authorized to give a consent), no amendment or           
supplement to the subordination or defeasance provisions of the Indenture       
shall be effective if such amendment or supplement adversely affects the        
rights of any holder of Senior Indebtedness.                                    

PAYMENTS FOR CONSENT                                                            

Neither the Company nor any of its Subsidiaries shall, directly or          
indirectly, pay or cause to be paid any consideration, whether by way of        
interest, fee or otherwise, to any holder of any Notes for or as an inducement  
to any consent, waiver or amendment of any terms or provisions of the Notes,    
unless such consideration is offered to be paid or agreed to be paid to all     
holders of the Notes which so consent, waive or agree to amend in the time      
frame set forth in the solicitation documents relating to such consent, waiver  
or agreement.                                                                   

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CONCERNING THE TRUSTEE                                                          

IBJ Schroder Bank & Trust Company is the Trustee under the Indenture. The   
Trustee's current address is One State Street, New York, New York 10004.        

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

ADDITIONAL INFORMATION                                                          

Anyone who receives this Prospectus may obtain a copy of the Indenture and  
Registration Rights Agreement without charge by writing to Gorges/Quik-to-Fix   
Foods, Inc., 9441 LBJ Freeway, Suite 214, Dallas, Texas 75243, Attn:            
President.                                                                      

BOOK-ENTRY, DELIVERY AND FORM                                                   

The certificates representing the Exchange Notes will be issued in fully    
registered form and may, if agreed by the Company and the holder, be issued in  
the form of a permanent global certificate in fully registered form (the        
"Global Note") and will be deposited with the Trustee as custodian for The      
Depository Trust Company ("DTC") and registered in the name of a nominee of     
DTC.                                                                            

Global Note. The Company expects that upon the issuance of the Global Note, 
DTC or its custodian will credit, on its book entry registration and transfer   
system, the respective principal amount of Exchange Notes of the individual     
beneficial interests represented by such Global Note to the accounts of         
Persons who have accounts with such depositary. Ownership of beneficial         
interests in the Global Notes will be limited to Persons who have accounts      
with DTC ("participants") or Persons who hold interests through participants.   
Ownership of beneficial interests in the Global Note will be shown on, and the  
transfer of that ownership will be effected only through, records maintained    
by DTC or its nominee (with respect to interest of participants) and the        
records of participants (with respect to interests of Persons other than        
participants).                                                                  

So long as DTC, or its nominee, is the registered owner or holder of the    
Global Note, DTC or such nominee, as the case may be, will be considered the    
sole owner or holder of the Exchange Notes represented by such Global Note for  
all purposes under the Indenture and the Exchange Notes. No beneficial owner    
of an interest in the Global Note will be able to transfer that interest        
except in accordance with DTC's applicable procedures, in addition to those     
provided for under the Indenture.                                               

Payments of the principal, of premium (if any), and interest and Liquidated 
Damages (if any) on, the Global Note will be made to DTC or its nominee, as     
the case may be, as the registered owner thereof. Neither the Company, the      
Trustee nor any Paying Agent will have any responsibility or liability for any  
aspect of the record relating to or payments made on account of beneficial      
ownership interests in the Global Note or for maintaining, supervising or       
reviewing any record relating to such beneficial ownership interest.            

The Company expects that DTC or its nominee, upon receipt of any payment of 
principal, premium (if any) or interest or Liquidated Damages (if any) in       
respect of the Global Note, will credit participants' accounts with payments    
in amounts proportionate to their respective beneficial interests in the        
principal amount of such Global Note as shown on the records of DTC or its      
nominee. The Company also expects that payments by participants to owners of    
beneficial interests in such Global Note held through such participants will    
be governed by standing instructions and customary practice, as is now the      
case with securities held for the accounts of customers registered in the       
names of nominees for such customers. Such payments will be the responsibility  
of such participants.                                                           

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The Company expects that transfers between participants in DTC will be      
effected in the ordinary way in accordance with DTC rules and will be settled   
in clearinghouse funds. If a holder requires physical delivery of a             
Certificated Note for any reason, including to sell Exchange Notes to Persons   
in states which require physical delivery of such Exchange Notes or to pledge   
such Exchange Notes, such holder must transfer its interest in the Global Note  
in accordance with the normal procedures of DTC and the procedures set forth    
in the Indenture.                                                               

DTC has advised the Company that it will take any action permitted to be    
taken by a holder of Exchange Notes (including the presentation of Exchange     
Notes for exchange as described below) only at the direction of one or more     
participants to whose account the DTC interests in the Global Note is credited  
and only in respect of such portion of the aggregate principal amount of        
Exchange Notes as to which such participant or participants has or have given   
such direction. However, if there is an Event of Default under the Exchange     
Notes or the Indenture, DTC will exchange the Global Note for Exchange Notes    
in definitive form, which it will distribute to its participants.               

To the Company's knowledge, DTC is a limited purpose trust company organized
under the laws of the State of New York, a member of the Federal Reserve        
System, a "clearing corporation" within the meaning of the Uniform Commercial   
Code and a "Clearing Agency" registered pursuant to the provisions of Section   
17A of the Exchange Act. DTC was created to hold securities for its             
participants and facilitate the clearance and settlement of securities          
transactions between participants through electronic book-entry changes in      
accounts of its participants, thereby eliminating the need for physical         
movement of certificates. Participants include securities brokers and dealers   
(including the Initial Purchaser), banks, trust companies and clearing          
corporations and certain other organizations. Indirect access to the DTC        
system is available to others such as banks, brokers, dealers and trust         
companies that clear through or maintain a custodial relationship with a        
participant, either directly or indirectly ("indirect participants").           

Although DTC customarily agrees to the foregoing procedures in order to     
facilitate transfers of interests in global notes among participants of DTC,    
it is under no obligation to perform such procedures, and such procedures may   
be discontinued at any time. Neither the Company nor the Trustee will have any  
responsibility for the performance by DTC or its participants or indirect       
participants of their respective obligations under the rules and procedures     
governing their operations.                                                     

Certificated Securities. Subject to certain conditions, any person having a 
beneficial interest in a Global Note may, upon request to the Trustee,          
exchange such beneficial interest for the Exchange Notes in the form of         
Certificated Notes. Upon any such issuance, such Trustee is required to         
register such Certificated Notes in the name of, and cause the same to be       
delivered to, such person or persons (or the nominee of any thereof). All such  
Certificated Notes, other than the registered Exchange Notes, will continue to  
be subject to the restrictive legend requirements presently in effect. If DTC   
is at any time unwilling or unable to continue as a depositary for the Global   
Note and a successor depositary is not appointed by the Company within 90       
days, Exchange Notes in definitive form will be issued in exchange for the      
Global Note.                                                                    

CERTAIN DEFINITIONS                                                             

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

"Acquired Indebtedness" means with respect to any specified Person, (i) any 
Indebtedness or Disqualified Stock of any other Person existing at the time     
such other Person is merged with or into or becomes a Subsidiary of such        
specified Person, including, without limitation, Indebtedness incurred in       
connection with, or in contemplation of, such other Person merging with or      
into or becoming a Subsidiary of such specified Person, and (ii) Indebtedness   
secured by a Lien encumbering any asset acquired by such specified Person, and  
in either case for purposes of the Indenture shall be deemed to be incurred by  
such specified Person at the time such other Person is merged with or into or   
becomes a Subsidiary of such specified Person or at the time such asset is      
acquired by such specified Person, as the case may be.                          

"Affiliate" of any specified Person means (i) any other Person directly or  
indirectly controlling or controlled by or under direct or indirect common      
control with such specified Person or (ii) any other Person who is a director   
or executive officer of (a) such specified Person or (b) any Person described   
in the preceding clause (i).                                                    

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For purposes of this definition, "control" (including, with correlative         
meanings, the terms "controlling," "controlled by" and "under common control    
with"), as used with respect to any Person, shall mean the possession,          
directly or indirectly, of the power to direct or cause the direction of the    
management or policies of such Person, whether through the ownership of voting  
securities, by agreement or otherwise, provided that beneficial ownership of    
10% or more of any class, or any series of any class, of equity securities of   
a Person, whether or not voting, shall be deemed to be control; and provided,   
however, that NBIC or any affiliate (as determined without giving effect to     
this proviso) of NBIC shall not be deemed to be an Affiliate of any Person      
solely by reason of its ownership of non-voting equity securities of such       
Person.                                                                         

"Agent Bank" means NationsBank of Texas, N.A. and its successors under the  
Credit Agreement.                                                               

"Asset Sale" means with respect to any Person, the sale, lease, conveyance  
or other disposition, that does not constitute a Restricted Payment or an       
Investment, by such Person of any of its assets (including, without             
limitation, by way of a Sale and Leaseback Transaction and including the        
issuance, sale or transfer of any Equity Interests in any Subsidiary of the     
Company) other than to the Company (including the receipt of proceeds of        
insurance paid on account of the loss of or damage to any asset and awards of   
compensation for any asset taken by condemnation, eminent domain or similar     
proceeding, and including the receipt of proceeds of business interruption      
insurance), in each case, in one or a series of related transactions;           
provided, that notwithstanding the foregoing the term "Asset Sale" shall not    
include: (a) the sale, lease, conveyance, disposition or other transfer of all  
or substantially all of the assets of the Company, in accordance with the       
terms of the covenant described under the caption "Certain Covenants--Merger,   
Consolidation or Sale of Assets," (b) the sale or lease of equipment,           
inventory, accounts receivable or other assets in the ordinary course of        
business consistent with past practice, (c) a transfer of assets by the         
Company to a Wholly Owned Subsidiary of the Company or by a Wholly Owned        
Subsidiary of the Company to the Company or to another Wholly Owned Subsidiary  
of the Company, (d) an issuance of Equity Interests by a Wholly Owned           
Subsidiary of the Company to the Company or to another Wholly Owned Subsidiary  
of the Company, provided that the consideration paid by the Company or such     
Wholly Owned Subsidiary of the Company for such Equity Interests shall be       
deemed to be an Investment, or (e) the sale or other disposition of cash or     
Cash Equivalents.                                                               

"Capital Lease Obligation" means, at the time any determination thereof is  
to be made, the amount of the liability in respect of a capital lease that      
would at such time be required to be capitalized on a balance sheet in          
accordance with GAAP.                                                           

"Capital Stock" means (i) in the case of a corporation, capital stock, (ii) 
in the case of an association or business entity, any and all shares,           
interests, participations, rights, or other equivalents (however designated)    
of capital stock, (iii) in the case of a partnership, partnership interests     
(whether general or limited) and (iv) any other interest or participation that  
confers on a Person the right to receive a share of the profits and losses of,  
or distributions of assets of, the issuing Person.                              

"Cash Equivalent" means (a) securities issued or directly and fully         
guaranteed or insured by the United States of America or any agency or          
instrumentality thereof (provided that the full faith and credit of the United  
States is pledged in support thereof) having maturities not more than twelve    
months from the date of acquisition, (b) U.S. dollar denominated (or foreign    
currency fully hedged) time deposits, certificates of deposit, Eurodollar time  
deposits or Eurodollar certificates of deposit of (i) any domestic commercial   
bank of recognized standing having capital and surplus in excess of $500        
million or (ii) any bank whose short-term commercial paper rating from S&P is   
at least A-1 or the equivalent thereof or from Moody's is at least P-1 or the   
equivalent thereof (any such bank being an "Approved Lender"), in each case     
with maturities of not more than twelve months from the date of acquisition,    
and (c) commercial paper issued by any Approved Lender (or by the parent        
company thereof) or any variable rate notes issued by, or guaranteed by, any    
domestic corporation rated A-2 (or the equivalent thereof) or better by S&P or  
P-2 (or the equivalent thereof) or better by Moody's and maturing within        
twelve months of the date of acquisition.                                       

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"Change of Control" means such time as either:                              

(i) prior to the initial Public Equity Offering by the Company or GHC of
its common stock, the Initial Shareholders cease to be, directly or         
indirectly, the beneficial owners, in the aggregate, of more than 50% of    
the voting power of the Voting Stock of the Company and of GHC, in each     
case on a fully-diluted basis, after giving effect to the conversion and    
exercise of all outstanding warrants, options and other securities of the   
Company or GHC, as the case may be, convertible into or exercisable for     
Voting Stock of the Company or GHC, as the case may be (whether or not such 
securities are then currently convertible or exercisable); or               

(ii) after the initial Public Equity Offering by the Company or GHC of  
its common stock, (a) any "person" or "group" (within the meaning of        
Section 13(d) or 14(d) of the Exchange Act) (other than one or more of the  
Initial Shareholders) has become, directly or indirectly, the "beneficial   
owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except  
that a Person shall be deemed to have "beneficial ownership" of all shares  
that any such Person has the right to acquire, whether such right is        
exercisable immediately or only after the passage of time), by way of       
merger, consolidation or otherwise, of 35% or more of the voting power of   
the Voting Stock of the Company or GHC on a fully-diluted basis, after      
giving effect to the conversion and exercise of all outstanding warrants,   
options and other securities of the Company or GHC, as the case may be,     
convertible into or exercisable for Voting Stock of the Company or GHC, as  
the case may be (whether or not such securities are then currently          
convertible or exercisable) and (b) such person or group is or becomes,     
directly or indirectly, the beneficial owner of a greater percentage of the 
voting power of the Voting Stock of the Company or of GHC, as the case may  
be, calculated on such fully-diluted basis, than the percentage then        
beneficially owned by the Initial Shareholders; or                          

(iii) the Company merges with or into another Person or sells, assigns, 
conveys, transfers, leases or otherwise disposes of all or substantially    
all of its assets to any Person, or any Person merges with or into the      
Company, in any such event pursuant to a transaction in which the           
outstanding Voting Stock of the Company is converted into or exchanged for  
cash, securities or other property, other than any such transaction where   
(x) the outstanding Voting Stock of the Company is converted into or        
exchanged for (1) Voting Stock (other than Disqualified Stock) of the       
surviving or transferee corporation and/or (2) cash, securities and other   
property in an amount which could be paid by the Company as a Restricted    
Payment under the Indenture and (y) immediately after such transaction no   
"person" or "group" (within the meaning of Section 13(d) and 14(d) of the   
Exchange Act) (other than one or more of the Initial Shareholders) is the   
"beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange  
Act, except that a Person shall be deemed to have "beneficial ownership" of 
all shares that any such Person has the right to acquire, whether such      
right is exercisable immediately or only after the passage of time),        
directly or indirectly, of (1) 35% or more of the voting power of the       
Voting Stock of the surviving or transferee corporation on a fully diluted  
basis, after giving effect to the conversion and exercise of all            
outstanding warrants, options and other securities of such surviving or     
transferee corporation, convertible into or exercisable for Voting Stock of 
such surviving or transferee corporation (whether or not such securities    
are then currently convertible or exercisable) and (2) a greater percentage 
of the voting power of the Voting Stock of such surviving or transferee     
corporation calculated on such fully diluted basis, than the percentage     
then beneficially owned by the Initial Shareholders; or                     

 (iv) during any period of two consecutive calendar years, individuals who
at the beginning of such period constituted either the board of directors   
of the Company or of GHC, as the case may be, together with any new members 
of such board of directors (a) whose election by such board of directors or 
whose nomination for election by the stockholders of the Company or the     
stockholders of GHC, as the case may be, was approved by a vote of a        
majority of the members of such board of directors then still in office who 
either were directors at the beginning of such period or whose election or  
nomination for election was previously so approved or (b) elected by the    
Initial Shareholders, cease for any reason to constitute a majority of the  
directors of the Company or of GHC, as the case may be, then in office.     

"Consolidated EBITDA" means, with respect to any Person for any period, the 
sum of, without duplication, (i) the Consolidated Net Income of such Person     
and its Subsidiaries for such period, plus (ii) the Fixed Charges               

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for such period, plus (iii) amortization of deferred financing charges for      
such period, plus (iv) provision for taxes based on income or profits for such  
period (to the extent such income or profits were included in computing         
Consolidated Net Income for such period), plus (v) consolidated depreciation,   
amortization and other noncash charges of such Person and its Subsidiaries      
required to be reflected as expenses on the books and records of such Person,   
minus (vi) cash payments with respect to any nonrecurring, noncash charges      
previously added back pursuant to clause (v), and excluding (vii) the impact    
of foreign currency translations. Notwithstanding the foregoing, the provision  
for taxes based on the income or profits of, and the depreciation and           
amortization and other noncash charges of, a Subsidiary of a Person shall be    
added to Consolidated Net Income to compute Consolidated EBITDA only to the     
extent (and in the same proportion) that the Net Income of such Subsidiary was  
included in calculating the Consolidated Net Income of such Person and only if  
a corresponding amount would be permitted at the date of determination to be    
dividended to such Person by such Subsidiary without any prior governmental     
approval (that has not been obtained), and without direct or indirect           
restriction pursuant to the terms of its charter and all agreements,            
instruments, judgments, decrees, orders, statutes, rules and governmental       
regulations applicable to that Subsidiary or its stockholders.                  

"Consolidated Net Income" means, with respect to any Person for any period, 
the aggregate of the Net Income of such Person and its Subsidiaries for such    
period, on a consolidated basis, determined in accordance with GAAP; provided   
that (i) the Net Income (but not loss) of any Person that is not a Subsidiary   
or that is accounted for by the equity method of accounting shall be included   
only to the extent of the amount of dividends or distributions paid in cash to  
the referent Person or a Wholly Owned Subsidiary thereof, (ii) the Net Income   
of any Subsidiary shall be excluded to the extent that the declaration or       
payment of dividends or similar distributions by that Subsidiary of that Net    
Income is not at the date of determination permitted without any prior          
governmental approval (that has not been obtained), or, directly or             
indirectly, by operation of the terms of its charter and all agreements,        
instruments, judgments, decrees, orders, statutes, rules and governmental       
regulations applicable to that Subsidiary or its stockholders, (iii) the Net    
Income of any Person acquired in a pooling of interests transaction for any     
period prior to the date of such acquisition shall be excluded, and (iv) the    
cumulative effect of a change in accounting principles shall be excluded.       

"Consolidated Net Worth" means, with respect to any Person as of any date,  
the sum of (i) the consolidated equity of the common stockholders of such       
Person and its consolidated Subsidiaries as of such date plus (ii) the          
respective amounts reported on such Person's balance sheet as of such date      
with respect to any series of preferred stock (other than Disqualified Stock)   
that by its terms is not entitled to the payment of dividends unless such       
dividends may be declared and paid only out of net earnings in respect of the   
year of such declaration and payment, but only to the extent of any cash        
received by such Person upon issuance of such preferred stock, less (x) all     
write-ups subsequent to the date of the Indenture in the book value of any      
asset owned by such Person or a consolidated Subsidiary of such Person (other   
than purchase accounting adjustments made, in connection with any acquisition   
of any entity that becomes a consolidated Subsidiary of such Person after the   
date of the Indenture, to the book value of the assets of such entity), (y)     
all investments as of such date in unconsolidated Subsidiaries and in Persons   
that are not Subsidiaries (except, in each case, Permitted Investments), and    
(z) all unamortized debt discount and expense and unamortized deferred charges  
as of such date, all of the foregoing determined on a consolidated basis in     
accordance with GAAP.                                                           

"Credit Agreement" means that certain Credit Agreement, dated as of the date
of the Indenture, by and among the Company and NationsBank of Texas, N.A., as   
agent, and the lenders parties thereto, including any related notes,            
guarantees, collateral documents, instruments and agreements executed in        
connection therewith, and in each case as amended, modified, increased,         
renewed, refunded, replaced, restated or refinanced in whole or in part from    
time to time.                                                                   

"Default" means any event that is or with the passage of time or the giving 
of notice or both would be an Event of Default.                                 

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"Designated Senior Indebtedness" means in respect of the Company, (i) so    
long as the Senior Bank Debt is outstanding, the Senior Bank Debt and (ii) any  
other Senior Indebtedness permitted under the Indenture the principal amount    
of which is $15.0 million or more and that has been designated by the Company   
as "Designated Senior Indebtedness" and, in respect of any Guarantor, any       
guarantee by such Guarantor of Designated Senior Indebtedness of the Company.   

"Disqualified Stock" means (a) with respect to any Person, Capital Stock of 
such Person that, by its terms (or by the terms of any security into which it   
is convertible or for which it is exchangeable), or upon the happening of any   
event matures or is mandatorily redeemable, pursuant to a sinking fund          
obligation or otherwise, or is redeemable at the option of the holder thereof,  
in whole or in part, on or prior to the date which is one year after the date   
on which the Notes mature and (b) with respect to any Subsidiary of such        
Person (including with respect to any Subsidiary of the Company), any Capital   
Stock other than any common stock with no preference, privileges, or            
redemption or repayment provisions.                                             

"Equity Interests" means Capital Stock and all warrants, options or other   
rights to acquire Capital Stock (but excluding any debt security that is        
convertible into, or exchangeable for, Capital Stock), whether outstanding      
prior to, on or after the date of the Indenture.                                

"Exempt Affiliate Transactions" means (a) transactions between or among the 
Company and/or its Wholly Owned Subsidiaries, (b) advances to officers of the   
Company or any Subsidiary of the Company in the ordinary course of business to  
provide for the payment of reasonable expenses incurred by such persons in the  
performance of their responsibilities to the Company or such Subsidiary or in   
connection with any relocation, (c) fees and compensation paid to and           
indemnity provided on behalf of directors, officers or employees of the         
Company or any Subsidiary of the Company in the ordinary course of business,    
(d) any employment agreement that is in effect on the date of the Indenture     
and any such agreement entered into by the Company or a Subsidiary of the       
Company after the date of the Indenture in the ordinary course of business of   
the Company or such Subsidiary, (e) any Restricted Payment that is not          
prohibited by the covenant set forth under the caption "Certain Covenants--     
Restricted Payments" above, (f) payments to the General Partner of (i)          
retainer fees pursuant to the Consulting Agreement not to exceed $30,000 per    
month and (ii) annual performance bonuses as provided for under the Consulting  
Agreement not to exceed $500,000 in any fiscal year, (g) the delegation by the  
General Partner of its rights and obligations under the Consulting Agreement    
to the Management Company and (h) payment to the Management Company of an       
investment banking fee in an amount not to exceed $2.65 million.                

"Fixed Charge Coverage Ratio" means with respect to any Person for any      
period, the ratio of the Consolidated EBITDA of such Person and its             
Subsidiaries for such period to the Fixed Charges of such Person and its        
Subsidiaries for such period. In the event that the Company or any of its       
Subsidiaries incurs, assumes, guarantees or repays or redeems any Indebtedness  
(other than revolving credit borrowings) or issues or redeems preferred stock   
subsequent to the commencement of the four-quarter reference period for which   
the Fixed Charge Coverage Ratio is being calculated but on or prior to the      
date on which the event for which the calculation of the Fixed Charge Coverage  
Ratio is made (the "Calculation Date"), then the Fixed Charge Coverage Ratio    
shall be calculated giving pro forma effect to such incurrence, assumption,     
guarantee, repayment or redemption of Indebtedness, or such issuance or         
redemption of preferred stock, as if the same had occurred at the beginning of  
the applicable four-quarter reference period. For purposes of making the        
computation referred to above, (i) acquisitions that have been made by the      
Company or any of its Subsidiaries, including through mergers or                
consolidations and including any related financing transactions, during the     
four-quarter reference period or subsequent to such reference period and on or  
prior to the Calculation Date shall be deemed to have occurred on the first     
day of the four-quarter reference period and Consolidated EBITDA for such       
reference period shall be calculated without giving effect to clause (iii) of   
the proviso set forth in the definition of Consolidated Net Income, (ii) the    
Consolidated EBITDA attributable to discontinued operations, as determined in   
accordance with GAAP, and operations or businesses disposed of prior to the     
Calculation Date, shall be excluded, (iii) the Fixed Charges attributable to    
discontinued operations, as determined in accordance with GAAP, and operations  
or                                                                              

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businesses disposed of prior to the Calculation Date, shall be excluded, but    
only to the extent that the obligations giving rise to such Fixed Charges will  
not be obligations of the referent Person or any of its Subsidiaries following  
the Calculation Date and (iv) in the event that any one or more of the fiscal   
quarters included in the four-quarter reference period for which the Fixed      
Charge Coverage Ratio of the Company is being calculated is a fiscal quarter    
ending on or before September 28, 1996, Consolidated EBITDA for each such       
quarter shall be deemed to be $9.25 million, subject to adjustment with         
respect to events occurring after September 28, 1996 as required above. $9.25   
million is one quarter of Adjusted Pro Forma EBITDA as shown in Note 3 to       
"Selected Financial Data."                                                      

"Fixed Charges" means, with respect to any Person for any period, the sum,  
without duplication, of (i) the consolidated interest expense of such Person    
and its Subsidiaries for such period (net of any interest income) including,    
without limitation, amortization of original issue discount, noncash interest   
payments, the interest component of any deferred payment obligations, the       
interest component of all payments associated with Capital Lease Obligations,   
commissions, discounts and other fees and charges incurred in respect of        
letter of credit or bankers' acceptance financings, and net payments (if any)   
pursuant to Hedging Obligations, but excluding amortization of deferred         
financing charges for such period and (ii) the consolidated interest expense    
of such Person and its Subsidiaries that was capitalized during such period,    
and (iii) any interest expense on Indebtedness of another Person that is        
guaranteed by such Person or one of its Subsidiaries or secured by a Lien on    
assets of such Person or one of its Subsidiaries (whether or not such           
guarantee or Lien is called upon) and (iv) the product of (a) all cash          
dividend payments (and noncash dividend payments in the case of a Person that   
is a Subsidiary) on any series of preferred stock of such Person payable to a   
party other than the Company or a Wholly Owned Subsidiary, multiplied by (b) a  
fraction, the numerator of which is one and the denominator of which is one     
minus the then current combined federal, state and local statutory tax rate     
for taxes based on the income or profits of such Person, expressed as a         
decimal, on a consolidated basis and in accordance with GAAP.                   

"GAAP" means generally accepted accounting principles set forth in the      
opinions and pronouncements of the Accounting Principles Board of the American  
Institute of Certified Public Accountants and statements and pronouncements of  
the Financial Accounting Standards Board or in such other statements by such    
other entity as have been approved by a significant segment of the accounting   
profession of the United States, that are applicable to the circumstances as    
of the date of determination; provided that, except as specifically provided    
in the Indenture, all calculations made for purposes of determining compliance  
with the covenants set forth in Article IV and Section 5.01 of the Indenture    
(which include the covenants described above under "--Certain Covenants")       
shall use GAAP as in effect on the date of the Indenture for financial          
statements for fiscal years ending on or after September 28, 1996.              

"guarantee" means a guarantee (other than by endorsement of negotiable      
instruments for collection in the ordinary course of business), direct or       
indirect, in any manner (including, without limitation, letters of credit and   
reimbursement agreements in respect thereof), of all or any part of any         
Indebtedness.                                                                   

"Guarantor" means each Subsidiary of the Company formed or acquired (and    
each other Person that becomes a Subsidiary of the Company) after the date of   
the Indenture that guarantees the Company's obligations under the Credit        
Agreement or any other Senior Indebtedness; provided that any Guarantor that    
is released from its guarantee of the Company's obligations under the Credit    
Agreement and any other Senior Indebtedness shall also be released from its     
Note Guarantee.                                                                 

"Hedging Obligations" means, with respect to any Person, the obligations of 
such Person entered into in the ordinary course of business under interest      
rate swap agreements, interest rate cap agreements and interest rate collar     
agreements and other similar financial agreements or arrangements designed to   
protect such Person against, or manage the exposure of such Person to,          
fluctuations in interest rates.                                                 

"Indebtedness" means, with respect to any Person, any indebtedness of such  
Person, whether or not contingent, in respect of borrowed money or evidenced    
by bonds, notes, debentures or similar instruments or letters of credit (or     
reimbursement agreements in respect thereof) or banker's acceptances or         
representing Capital                                                            

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Lease Obligations, or the balance deferred and unpaid of the purchase price of  
any property or representing any Hedging Obligations, except any such balance   
that constitutes an accrued expense or trade payable incurred in the ordinary   
course of business, if and to the extent any of the foregoing indebtedness      
(other than letters of credit and Hedging Obligations) would appear as a        
liability upon a balance sheet of such Person prepared in accordance with       
GAAP, as well as all indebtedness of others secured by a Lien on any asset of   
such Person (whether or not such indebtedness is assumed by such Person) and,   
to the extent not otherwise included, the guarantee by such Person of any       
indebtedness of any other Person.                                               

"Initial Stockholders" means CGW, Management Stockholders, NBIC, FPGT and   
any Affiliates of NBIC or FPGT.                                                 

"Investments" means, with respect to any Person, all investments by such    
Person in other Persons (including Affiliates) in the form of direct or         
indirect loans (including guarantees of Indebtedness or other obligations),     
advances or capital contributions (excluding advances to officers of the type   
specified in clause (b) of the definition of Exempt Affiliate Transactions),    
purchases or other acquisitions for consideration of Indebtedness, Equity       
Interests or other securities and all other items that are or would be          
classified as investments on a balance sheet prepared in accordance with GAAP;  
provided that an acquisition by the Company for consideration consisting of     
common equity securities of the Company shall not be deemed to be an            
Investment.                                                                     

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

"Management Stockholder" means an officer, director or employee of the      
Company or any Subsidiary of the Company who is the beneficial owner of any     
Capital Stock of the Company or GHC. The current Management Stockholders are    
Messrs. Cravey, Davies, O'Donnell, Culwell, Mitchell, Collins, Powers, Aviles   
and Ensor.                                                                      

"Net Income" means, with respect to any Person for any period, the net      
income (loss) of such Person, determined in accordance with GAAP and before     
any reduction in respect of preferred stock dividends, excluding, however, (i)  
any gain (but not loss), together with any related provision for taxes on such  
gain (but not loss), realized in connection with (a) any Asset Sale             
(including, without limitation, dispositions pursuant to Sale and Leaseback     
Transactions) or (b) the disposition of any securities by such Person or any    
of its Subsidiaries or the extinguishment of any Indebtedness of such Person    
or any of its Subsidiaries and (ii) any extraordinary or nonrecurring gain      
(but not loss), together with any related provision for taxes on such           
extraordinary or nonrecurring gain (but not loss).                              

"Net Proceeds" means the aggregate cash proceeds received by the Company or 
any of its Subsidiaries in respect of any Asset Sale (including, without        
limitation, any cash received upon the sale or other disposition of any         
noncash consideration received in any Asset Sale), net of the direct costs      
relating to such Asset Sale (including, without limitation, legal, accounting   
and investment banking fees, and sales commissions), taxes paid or payable as   
a result thereof, and any reserve for adjustment in respect of the sale price   
of such asset or assets established in accordance with GAAP.                    

"Obligations" means any principal, interest, penalties, premiums, fees,     
indemnifications, reimbursements, damages and other liabilities payable under   
the documentation governing any Indebtedness.                                   

"Permitted Investments" means (a) any Investments in the Company; (b) any   
Investments in Cash Equivalents; (c) Investments made as a result of the        
receipt of noncash consideration from an Asset Sale that was made pursuant to   
and in compliance with the covenant described above under the caption           
"Repurchase at the Option of Holders--Asset Sales"; (d) Investments             
outstanding as of the date of the Indenture; and (e) Investments in Wholly      
Owned Subsidiaries of the Company and any entity that (i) is engaged in the     
same or                                                                         

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a similar line of business as the Company or any of its Subsidiaries was        
engaged in on the date of the Indenture or any reasonable extensions or         
expansions thereof and (ii) as a result of such Investment, becomes a Wholly    
Owned Subsidiary of the Company.                                                

"Permitted Refinancing Indebtedness" means any Indebtedness of the Company  
or any of its Subsidiaries issued in exchange for, or the net proceeds of       
which are used to extend, refinance, renew, replace, defease or refund other    
Indebtedness of the Company or any of its Subsidiaries; provided that: (i) the  
principal amount of such Permitted Refinancing Indebtedness does not exceed     
the principal amount of the Indebtedness so extended, refinanced, renewed,      
replaced, defeased or refunded (plus the amount of reasonable expenses          
incurred in connection therewith); (ii) such Permitted Refinancing              
Indebtedness has a Weighted Average Life to Maturity equal to or greater than   
the Weighted Average Life to Maturity of the Indebtedness being extended,       
refinanced, renewed, replaced, defeased or refunded; (iii) if the Indebtedness  
being extended, refinanced, renewed, replaced, defeased or refunded is          
subordinated in right of payment to the Notes, such Permitted Refinancing       
Indebtedness has a final maturity date later than the final maturity date of,   
and is subordinated in right of payment to, the Notes on terms at least as      
favorable to the holders of Notes as those contained in the documentation       
governing the Indebtedness being extended, refinanced, renewed, replaced,       
defeased or refunded; and (iv) such Indebtedness is incurred either by the      
Company or by the Subsidiary of the Company that is the obligor on the          
Indebtedness being extended, refinanced, renewed, replaced, defeased or         
refunded.                                                                       

"Person" means any individual, corporation, limited or general partnership, 
joint venture, association, joint stock company, trust, unincorporated          
organization or government or any agency or political subdivision thereof.      

"Public Equity Offering" means an underwritten primary public offering of   
the common stock of the Company or of the common stock of GHC pursuant to an    
effective registration statement filed with the Commission in accordance with   
the Securities Act (whether alone or in conjunction with a secondary public     
offering).                                                                      

"Purchase Money Obligations" of any Person means any obligations of such    
Person to any seller or any other Person incurred or assumed to finance the     
construction and/or acquisition of real or personal property to be used in the  
business of such Person or any of its Subsidiaries in an amount that is not     
more than 100% of the cost of such property, and incurred within 180 days       
after the date of such construction or acquisition (excluding accounts payable  
to trade creditors incurred in the ordinary course of business).                

"Sale and Leaseback Transaction" means any direct or indirect arrangement   
with any Person or to which any such Person is a party, providing for the       
leasing to the Company or a Subsidiary of any property, whether owned by the    
Company or any Subsidiary as of the date of the Indenture or later acquired,    
which has been or is to be sold or transferred by the Company or such           
Subsidiary to such Person or to any other Person from whom funds have been or   
are to be advanced by such Person on the security of such property.             

"Senior Bank Debt" means the Obligations outstanding under the Credit       
Agreement.                                                                      

"Senior Indebtedness" means, with respect to the Company, (i) the Senior    
Bank Debt and (ii) any other Indebtedness permitted to be incurred by the       
Company under the terms of the Indenture, unless the instrument under which     
such Indebtedness is incurred expressly provides that it is subordinated in     
right of payment to any Indebtedness for money borrowed. Notwithstanding        
anything to the contrary in the foregoing, Senior Indebtedness will not         
include (w) any liability for federal, state, local or other taxes owed or      
owing by the Company, (x) any Indebtedness of the Company to any of its         
Subsidiaries or other Affiliates, (y) any trade payables or (z) any             
Indebtedness to the extent that it is incurred in violation of the Indenture    
(other than Senior Bank Debt incurred in accordance with the terms of the       
Credit Agreement as in effect on the date of the initial issuance of the        
Notes). "Senior Indebtedness" means, with respect to any Guarantor, any         
guarantee by such Guarantor of Senior Indebtedness of the Company.              

"Senior Revolving Debt" means revolving credit borrowings and letters of    
credit under the Credit Agreement and/or any successor facility or facilities.  

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"Subsidiary" means, with respect to any Person, (i) any corporation,        
association or other business entity of which more than 50% of the total        
voting power of shares of Capital Stock entitled (without regard to the         
occurrence of any contingency) to vote in the election of directors, managers   
or trustees thereof is at the time owned or controlled, directly or             
indirectly, by such Person or one or more of the other Subsidiaries of such     
Person (or a combination thereof) and (ii) any partnership (a) the sole         
general partner or the managing general partner of which is such Person or a    
Subsidiary of such Person or (b) the only general partners of which are such    
Person or of one or more Subsidiaries of such Person (or any combination        
thereof).                                                                       

"U.S. Government Obligations" means (i) securities that are (a) direct      
obligations of the United States of America for the payment of which the full   
faith and credit of the United States of America is pledged or (b) obligations  
of a Person controlled or supervised by and acting as an agency or              
instrumentality of the United States of America the payment of which is         
unconditionally guaranteed as a full faith and credit obligation by the United  
States of America, which, in either case, are not callable or redeemable at     
the option of the issuer thereof; and (ii) depositary receipts issued by a      
bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with    
respect to any U.S. Government Obligation which is specified in clause (i)      
above and held by such bank for the account of the holder of such depositary    
receipt, or with respect to any specific payment of principal or interest on    
any U.S. Government Obligation which is so specified and held, provided that    
(except as required by law) such custodian is not authorized to make any        
deduction from the amount payable to the holder of such depository receipt      
from any amount received by the custodian in respect of the U.S. Government     
Obligation or the specific payment of principal or interest of the U.S.         
Government Obligation evidenced by such depositary receipt.                     

"Voting Stock" of a corporation means all classes of Capital Stock of such  
corporation then outstanding and normally entitled to vote in the election of   
directors.                                                                      

"Weighted Average Life to Maturity" means, when applied to any Indebtedness 
at any date, the number of years obtained by dividing (i) the sum of the        
product obtained by multiplying (a) the amount of each then remaining           
installment, sinking fund, serial maturity or other required payments of        
principal, including payments at final maturity, in respect thereof, by (b)     
the number of years (calculated to the nearest one-twelfth) that will elapse    
between such date and the making of such payment, by (ii) the then outstanding  
principal amount of such Indebtedness.                                          

"Wholly Owned Subsidiary" of any Person means a Subsidiary of such Person   
all of the outstanding Capital Stock or other ownership interests of which      
(other than directors' qualifying shares) shall at the time be owned by such    
Person or by one or more Wholly Owned Subsidiaries of such Person.              

DESCRIPTION OF CREDIT FACILITIES  

GENERAL                                                                         

The Company has entered into a credit agreement (the "Credit Agreement")    
with NationsBank of Texas, N.A., as administrative agent (the "Agent") and a    
syndicate of banks and other financial institutions (the "Lenders") which       
provides the Company with a $30.0 million Revolving Credit Facility and a       
$40.0 million Term Loan Facility. The Revolving Credit Facility includes a      
subfacility for commercial and standby letters of credit of up to $7.0          
million. The Credit Agreement is guaranteed by GHC and is required to be        
guaranteed by each subsidiary of the Company and GHC acquired or created after  
the Acquisition Closing (collectively, the "Guarantors"). This information      
relating to the Credit Agreement is qualified in its entirety by reference to   
the complete text of the documents entered into or to be entered into in        
connection therewith, copies of which will be available from the Company upon   
request.                                                                        

The borrowings under the Credit Agreement were used, to finance the         
Acquisition, to pay various costs associated with the Transactions and, in the  
case of the Revolving Credit Facility, were, and currently are being used, for  
general working capital purposes. The entire amount of the Term Loan Facility   
and approximately                                                               

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$8.0 million of the Revolving Credit Facility were funded simultaneously at     
the Acquisition Closing. As of December 28, 1996, the outstanding principal     
amount of Loans (as defined in the Credit Agreement) was approximately $49.0.   

MATURITY                                                                        

The maturity of the Term Loan Facility is five years from the Acquisition   
Closing and all amounts outstanding thereunder will be due on such date. The    
Term Loan is subject to quarterly amortization of principal commencing on       
March 31, 1997, in an aggregate amount of $3.75 million in fiscal 1997, $6.5    
million in fiscal 1998, $8.5 million in fiscal 1999, $9.0 million in fiscal     
2000, $9.75 million in fiscal 2001 and $2.5 million in fiscal 2002.             

The Revolving Credit Facility will terminate, and all amounts outstanding   
thereunder will become due and payable in full five years from the Acquisition  
Closing.                                                                        

MANDATORY PREPAYMENT                                                            

The Credit Agreement requires mandatory prepayment of Loans (as defined in  
the Credit Agreement) in an amount equal to 100% of the net cash proceeds       
received by the Company or any Guarantor in connection with any sales of        
assets the proceeds of which are not used to acquire replacement assets. The    
Credit Agreement also requires mandatory prepayment of loans in an amount       
equal to 50% of the net cash proceeds received by the Company or any Guarantor  
from the issuance of equity securities. Further, the Company is required to     
prepay loans in an amount equal to 50% of the Excess Cash Flow (as defined in   
the Credit Agreement) earned by the Company for each fiscal year. Until paid    
in full, all such mandatory prepayments will be applied to the Term Loan        
Facility pro rata to the reduction of the remaining scheduled amortization      
payments. After the prepayment in full of the Term Loan, all such mandatory     
prepayments will be applied as permanent reductions to the Revolving Credit     
Facility.                                                                       

INTEREST                                                                        

Outstanding borrowings under the Credit Agreement bear interest at a        
floating rate per annum equal to, at the Company's option: (i) the Base Rate    
plus 1.50% (as defined in the Credit Agreement) or (ii) the Eurodollar Rate     
(as defined in the Credit Agreement) plus 2.50%; provided, however, the         
interest rate margins are subject to reductions in the event the Company meets  
certain performance targets based on a funded debt to EBITDA ratio. The         
Company is required at all times to cause the lesser of (i) 50% of the sum of   
(A) all Funded Debt (as defined in the Credit Agreement) and (B) the Unused     
Commitment (as defined in the Credit Agreement) and (ii) all Funded Debt (as    
defined in the Credit Agreement) to bear interest at a fixed rate of interest.  

FEES                                                                            

The Company is required to pay to the Lenders a commitment fee equal to 0.5%
per annum, payable in arrears on a quarterly basis, on the committed undrawn    
amount of the Revolving Credit Facility during the preceding quarter;           
provided, however, that such fee is subject to reduction to 0.375% in the       
event the Company meets certain performance tests based on a funded debt to     
EBITDA ratio. The Company is also required to pay to the Lenders participating  
in the Revolving Credit Facility certain letter of credit fees, plus a          
fronting fee to be paid to the issuing bank for its own account. The Agent and  
the Lenders shall receive such other fees as have been separately agreed upon   
with the Agent. See "Certain Transactions."                                     

SECURITY                                                                        

Indebtedness outstanding under the Credit Agreement is secured by a first-  
priority security interest in, and lien upon, substantially all of the          
Company's present and future tangible and intangible assets, including all      
accounts receivable, inventory, machinery, equipment, real property, capital    
stock of Subsidiaries, contract rights, trademarks, copyrights, patents,        
license agreements and general intangibles. GHC and each Guarantor are          

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required to grant a security interest and lien in all of its present and        
future assets to secure its guarantee. Further, GHC and each Guarantor are      
required to pledge all of the capital stock of each of its Subsidiaries         
(including the capital stock of the Company) as collateral. The pledge by GHC   
of the capital stock of its Subsidiaries (including the capital stock of the    
Company) could have the effect of preventing the Company from effecting a       
public offering of its capital stock without the prior consent of the Lenders   
because, upon the occurrence of an "event of default" under the Credit          
Agreement, the Lenders would be entitled to exercise voting control over the    
Company and limit or otherwise restrict the Company from effecting an initial   
public offering.                                                                

COVENANTS                                                                       

The Credit Agreement includes customary financial and other covenants       
including, among other things: (i) maximum leverage ratio; (ii) minimum fixed   
charge coverage ratio; (iii) interest coverage ratio; (iv) minimum net worth;   
(v) limitations on indebtedness and guaranties; (vi) limitations on liens;      
(viii) limitations on dividends and stock redemptions; (viii) limitations on    
prepayments and redemptions of indebtedness (including optional or mandatory    
redemptions of the Notes); (ix) limitations on mergers, consolidations and      
asset sales; (x) limitations on acquisitions and other investments; and (xi)    
limitations on transactions with affiliates. See "Risk Factors--Restrictions    
Imposed by Terms of Company's Indebtedness."                                    

EVENTS OF DEFAULT                                                               

The events of default under the Credit Agreement include, among others: (i) 
failure of the Company to make any payment of principal of, interest on, or     
any other amount owing in respect of any obligation under the Credit Agreement  
when due and payable; (ii) breach of representations or warranties; (iii)       
breach of other covenants or agreements contained in the Credit Agreement;      
(iv) cross-default with respect to other indebtedness of GHC, the Company or    
any Guarantor; (v) the filing by or against GHC, the Company or of any          
Guarantor of a petition for bankruptcy or the appointment of a receiver for     
the business or assets of GHC, the Company or any Guarantor or other similar    
bankruptcy events; (vi) certain ERISA defaults; (vii) material judgments;       
(viii) invalidity of loan documents or security interests; (ix) failure under   
certain circumstances of GHC to own 100% of the issued and outstanding capital  
stock of the Company; (x) a change in control of GHC; and (xi) engagement by    
GHC in any business other than holding 100% of the common stock of the Company  
and other subsidiaries.                                                         

A Change of Control under the Indenture would constitute a "change of       
control" under the Credit Agreement, thereby triggering an "event of default"   
under the Credit Agreement. The Credit Agreement definition of "change in       
control" is, however, broader than the definition of Change of Control under    
the Indenture. Under the Credit Agreement, a "change of control" would also     
include the following: (i) prior to an initial public equity offering by the    
Company, (a) the failure of GHC to own directly all of the capital stock of     
the Company, (b) the failure of CGW to own directly a larger percentage of the  
capital stock of GHC than NBIC or FPGT, or (c) any Person other than CGW, NBIC  
and FPGT or two or more persons acting in concert other than CGW, NBIC and      
FPGT shall have acquired beneficial ownership, directly or indirectly, of, or   
shall have acquired by contract or otherwise, or shall have entered into a      
contract or arrangement that, upon consummation, will result in its or their    
acquisition of, control over, 35% or more of the capital stock of GHC; and      
(ii) after an initial public equity offering by the Company (a) the failure of  
CGW, NBIC and FPGT to own directly at least 51% of the capital stock of the     
Company or GHC that was issued and outstanding immediately prior to giving      
effect to the initial public offering and (b) the failure of CGW to own         
directly a larger percentage of the capital stock of the Company or of GHC      
that was issued and outstanding immediately prior to giving effect to such      
initial public equity offering than NBIC or FPGT.                               

INDEMNIFICATION                                                                 

Under the Credit Agreement, the Company has agreed to indemnify the Lenders 
and related persons from and against any and all losses, liabilities, claims,   
damages or expenses (including, without limitation, fees and disbursements of   
counsel) that may be incurred by or asserted against any such indemnified       
party in connection with any investigation, litigation or other proceeding      
relating to the Credit Agreement or related documents, provided that the        
Company is not liable for any such losses, liabilities, claims, damages or      
expenses resulting from such indemnified party's own gross negligence or        
willful misconduct.                                                             

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The Credit Agreement also contains customary provisions protecting the      
Lenders in the event of unavailability of funding, illegality, capital          
adequacy requirements, increased costs, withholding taxes and funding losses.   

CERTAIN FEDERAL INCOME TAX CONSIDERATIONS 

GENERAL                                                                         

The following is a summary of the material United States federal income tax 
considerations relating to the ownership of the Exchange Notes that has been    
provided to the Company by its counsel, Alston & Bird LLP, and is not intended  
to be tax advice to any person, nor is it binding upon the IRS. This summary    
is based on the Internal Revenue Code of 1986, as amended (the "Code"),         
existing, temporary, and proposed Treasury Regulations, laws, rulings and       
decisions now in effect, all of which are subject to change. This summary       
deals only with holders that will hold Exchange Notes as "capital assets"       
(within the meaning of Section 1221 of the Code) and that are (i) citizens or   
residents of the United States, (ii) domestic corporations, or (iii) otherwise  
subject to United States federal income taxation on a net income basis in       
respect of an Exchange Note. This summary does not address tax considerations   
applicable to investors that may be subject to special tax rules, such as       
banks, tax-exempt organizations, insurance companies, dealers in securities or  
currencies, or persons that will hold Notes as a position in a hedging          
transaction, "straddle" or "conversion transaction" for tax purposes. This      
summary discusses the material tax considerations applicable to the initial     
owners of the Exchange Notes who acquire the Exchange Notes in exchange for     
Senior Notes that were issued at par and those applicable to subsequent owners  
of the Exchange Notes.                                                          

INVESTORS CONSIDERING THE OWNERSHIP OF EXCHANGE NOTES SHOULD CONSULT THEIR  
OWN TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE UNITED STATES FEDERAL   
INCOME AND ESTATE TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX    
CONSEQUENCES ARISING UNDER THE LAWS OF ANY STATE, LOCAL OR FOREIGN TAXING       
JURISDICTION OR UNDER ANY APPLICABLE TAX TREATY.                                

The Company has not sought and will not seek any rulings from the IRS with  
respect to the matters discussed below. There can be no assurance that the IRS  
will not take a different position concerning the tax consequences of           
exchanging Senior Notes for Exchange Notes.                                     

EXCHANGE OF SENIOR NOTES FOR EXCHANGE NOTES                                     

In the opinion of Alston & Bird LLP, the exchange of Senior Notes for       
Exchange Notes pursuant to the Exchange Offer will not be considered a taxable  
exchange for U.S. federal income tax purposes because the Exchange Notes will   
not be considered to differ materially in kind or extent from the Senior        
Notes. Exchange Notes received by a holder of Senior Notes will be treated as   
a continuation of the Senior Notes in the hands of such holder. Accordingly,    
there will not be any U.S. federal income tax consequences to holders           
exchanging Senior Notes for Exchange Notes in the Exchange Offer.               

PAYMENT OF INTEREST                                                             

Interest on an Exchange Note generally will be includable in the income of a
holder as ordinary income at the time such interest is received or accrued, in  
accordance with such holder's method of accounting for United States federal    
income tax purposes.                                                            

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OPTIONAL REDEMPTION OR REPAYMENT                                                

The Senior Notes were issued with no original issue discount ("OID") because
they were issued at par. Similarly, the Exchange Notes will have no OID. For    
purposes of determining OID, Treasury Regulations provide that (i) the          
holder's right to require redemption of the Exchange Notes upon the occurrence  
of a Change of Control will not be taken into account unless, based on all the  
facts and circumstances as of the issue date, it is more likely than not that   
a Change of Control giving rise to the redemption will occur and (ii) the       
Company will be deemed to exercise its option to redeem the Exchange Notes in   
a manner that minimizes the yield on the Exchange Notes. In the event of a      
Change of Control, each holder of Exchange Notes will have the right to         
require the Company to repurchase all or a part of such holder's Exchange       
Notes as described in "Description of Notes--Repurchase at the Option of        
Holders--Change of Control." The Company may also redeem the Exchange Notes in  
certain circumstances, pursuant to the terms of the Exchange Notes. Under the   
Treasury Regulations discussed above, neither the repurchase nor the            
redemption provisions of the Exchange Notes will cause the Exchange Notes to    
be issued with OID. See "Description of Notes--Optional Redemption."            

MARKET DISCOUNT ON RESALE OF EXCHANGE NOTES                                     

A holder of an Exchange Note should be aware that the acquisition or resale 
of an Exchange Note may be affected by the "market discount" provisions of the  
Code. The market discount rules generally provide that if a holder of an        
Exchange Note acquires the Exchange Note at a market discount (i.e., a          
discount other than at original issue), any gain recognized upon the            
disposition of the Exchange Note by the holder will be taxable as ordinary      
interest income, rather than as capital gain, to the extent such gain does not  
exceed the accrued market discount on such Exchange Note at the time of such    
disposition. "Market discount" generally means the excess, if any, of an        
Exchange Note's stated redemption price at maturity over the price paid by the  
holder therefor, subject to a de minimis exception. A holder who acquires an    
Exchange Note at a market discount also may be required to defer the deduction  
of a portion of the amount of interest that the holder paid or accrued during   
the taxable year on indebtedness incurred or maintained to purchase or carry    
such Exchange Note, if any.                                                     

Any principal payment on an Exchange Note acquired by a holder at a market  
discount will be included in gross income as ordinary income (generally, as     
interest income) to the extent that it does not exceed the accrued market       
discount at the time of such payment. The amount of the accrued market          
discount for purposes of determining the tax treatment of subsequent payments   
on, or dispositions of, an Exchange Note is to be reduced by the amounts so     
treated as ordinary income.                                                     

A holder of an Exchange Note acquired at a market discount may elect to     
include market discount in gross income, for federal income tax purposes, as    
such market discount accrues, either on a straight-line basis or on a constant  
interest rate basis. This current inclusion election, once made, applies to     
all market discount obligations acquired on or after the first day of the       
first taxable year to which the election applies, and may not be revoked        
without the consent of the IRS. If a holder of an Exchange Note makes such an   
election, the foregoing rules regarding the recognition of ordinary interest    
income on sales and other dispositions and the receipt of principal payments    
with respect to such Exchange Note, and regarding the deferral of interest      
deductions on indebtedness incurred or maintained to purchase or carry such     
Exchange Note, will not apply.                                                  

EXCHANGE NOTES PURCHASED AT A PREMIUM                                           

In general, if a holder acquires an Exchange Note for an amount in excess of
its stated redemption price at maturity, the holder may elect to treat such     
excess as "amortizable bond premium," in which case the amount required to be   
included in the holder's income each year with respect to interest on the       
Exchange Note will be reduced by the amount of amortizable bond premium         
allocable (based on the Exchange Note's yield to maturity) to such year. Any    
such election would apply to all bonds (other than bonds the interest on which  
is excludable from gross income) held by the holder at the beginning of the     
first taxable year to which the election applies or which thereafter are        
acquired by the holder, and such election is irrevocable without the consent    
of the IRS.                                                                     

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SALE, EXCHANGE OR RETIREMENT OF THE EXCHANGE NOTES                              

Upon the sale, exchange or redemption of an Exchange Note, a holder         
generally will recognize capital gain or loss equal to the difference between   
(i) the amount of cash proceeds and the fair market value of any property       
received on the sale, exchange or redemption (except to the extent such amount  
is attributable to accrued interest income not previously included in income    
which is taxable as ordinary income) and (ii) such holder's adjusted tax basis  
in the Exchange Note. A holder's adjusted tax basis in an Exchange Note         
generally will equal the cost of the Exchange Note to such holder. Such         
capital gain or loss will be long-term capital gain or loss if the holder's     
holding period in the Exchange Note is more than one year at the time of sale,  
exchange or redemption.                                                         

INFORMATION REPORTING AND BACKUP WITHHOLDING                                    

In general, information reporting requirements will apply to payments of    
principal, premium, if any, and interest on a Note and payments of the          
proceeds of the sale of a Note to certain noncorporate holders, and a 31%       
backup withholding tax may apply to such payments if the holder (i) fails to    
furnish or certify his correct taxpayer identification number to the payor in   
the manner required, (ii) is notified by the IRS that he has failed to report   
payments of interest and dividends properly or (iii) under certain              
circumstances, fails to certify that he has not been notified by the IRS that   
he is subject to backup withholding for failure to report interest and          
dividend payments. Any amounts withheld under the backup withholding rules      
from a payment to a holder will be allowed as a credit against such holder's    
United States federal income tax and may entitle the holder to a refund,        
provided that the required minimum information is furnished to the IRS.         

SENIOR NOTES REGISTRATION RIGHTS  

The Company and the Initial Purchaser of the Senior Notes entered into the  
Registration Rights Agreement dated November 25, 1996 pursuant to which the     
Company agreed, for the benefit of the holders of the Senior Notes, at the      
Company's cost, (i) on or prior to January 31, 1997, to file the Exchange       
Offer Registration Statement of which this Prospectus is a part pursuant to     
which the Senior Notes will be exchanged for the Exchange Notes, which will     
have the same terms as the Senior Notes (except that the Exchange Notes will    
not contain terms with respect to certain Liquidated Damages provisions and     
transfer restrictions), (ii) to use its best efforts to cause the Exchange      
Offer Registration Statement to be declared effective under the Securities Act  
prior to March 31, 1997, and (iii) use its best efforts to consummate the       
Exchange Offer on or prior to April 30, 1997. Upon this Exchange Offer          
Registration Statement being declared effective, the Company will offer the     
Exchange Notes in exchange for surrender of the Senior Notes. The Company will  
keep the Exchange Offer open for not less than 30 days and not more than 45     
days (or longer if required by applicable law) after the date notice of the     
Exchange Offer is mailed to the holders of the Senior Notes. For each Senior    
Note tendered to the Company pursuant to the Exchange Offer and not validly     
withdrawn by the holder thereof, the holder of such Senior Note will receive    
an Exchange Note having a principal amount equal to that of the surrendered     
Senior Note. Holders whose Senior Notes are accepted for exchange will receive  
accrued interest thereon to, but not including, the date of issuance of the     
Exchange Notes, such interest to be payable with the first interest payment on  
the Exchange Notes, but will not receive any payment in respect of interest on  
Senior Notes accrued after the issuance of the Exchange Notes. See "The         
Exchange Offer."                                                                

In the event that any changes in law or applicable interpretations of the   
Commission Staff do not permit the Company to effect the Exchange Offer, or if  
for any reason the Exchange Offer is not consummated by April 30, 1997, or in   
certain other circumstances, the Company will, at its expense, (i) as promptly  
as practicable, and in any event on or prior to 60 days after such filing       
obligation arises or requested by eligible holders of Notes, file with the      
Commission a Shelf Registration Statement covering resales of Notes, (ii) use   
its best efforts to cause the Shelf Registration Statement to be declared       
effective under the Securities Act on or prior to 45 days after such filing     
occurs and (iii) keep effective the Shelf Registration Statement continuously   
until three years after its effective date (or such shorter period that will    
terminate when all the Notes covered thereby have been sold pursuant thereto    
or in certain other circumstances). The Company will, in the event of the       
filing of a Shelf Registration Statement, provide to each holder of the Notes   
covered by the Shelf Registration Statement copies of the prospectus that is a  
part of the Shelf Registration Statement, notify each such holder when the      
Shelf                                                                           

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Registration Statement for the Notes has become effective and take certain      
other actions as are required to permit unrestricted resales of the Notes. A    
holder of Notes that sells such Notes pursuant to the Shelf Registration        
Statement generally will be required to be named as a selling securityholder    
in the related prospectus and to deliver a prospectus to the purchaser, will    
be subject to certain of the civil liability provisions under the Securities    
Act in connection with such sales and will be bound by the provisions of the    
Registration Rights Agreement that are applicable to such holder (including     
certain indemnification obligations). In addition, each holder of the Notes     
will be required to deliver information to be used in connection with the       
Shelf Registration Statement in order to have its Notes included in the Shelf   
Registration Statement.                                                         

If (a) the Company fails to file the Exchange Offer Registration Statement  
by January 31, 1997 or the Shelf Registration Statement within 60 days after    
such filing obligation arises or requested by eligible holders of Notes, (b)    
either the Exchange Offer Registration Statement is not declared effective by   
the Commission on or prior March 31, 1997 or the Shelf Registration Statement   
is not declared effective on or prior to 45 days after the filing of the Shelf  
Registration Statement, (c) the Company fails to consummate the Exchange Offer  
on or before April 30, 1997 or (d) the Shelf Registration Statement or the      
Exchange Offer Registration Statement is declared effective but thereafter      
ceases to be effective during the 180-day period following the consummation of  
the Exchange Offer or the three-year period following the effective date of     
the Shelf Registration Statement, as appropriate (each such event referred to   
in clauses (a) through (d) above, a "Registration Default"), then the Company   
will pay liquidated damages ("Liquidated Damages") to each holder of Notes,     
with respect to the first 90-day period immediately following the occurrence    
of such Registration Default in an amount equal to $.05 per week per $1,000     
principal amount of Notes held by such holder for each week or portion thereof  
during which such Registration Default continues. The amount of the Liquidated  
Damages for such Registration Default will increase by an additional $.05 per   
week per $1,000 principal amount of Notes with respect to each subsequent 90-   
day period until such Registration Default has been cured, up to an aggregate   
maximum amount of Liquidated Damages of $.30 per week per $1,000 principal      
amount of Notes for all Registration Defaults. All accrued Liquidated Damages   
will be paid by the Company on each interest payment date with respect to the   
Notes. Following the cure of all Registration Defaults, the accrual of          
Liquidated Damages will cease and all accrued and unpaid Liquidated Damages     
shall be paid promptly thereafter, as described in the Registration Rights      
Agreement.                                                                      

PLAN OF DISTRIBUTION  

Based on interpretations by the Commission Staff set forth in no-action     
letters issued to unrelated third parties, the Company believes that Exchange   
Notes issued pursuant to the Exchange Offer in exchange for the Senior Notes    
may be offered for resale, resold and otherwise transferred by holders thereof  
(other than any such holder which is (i) a broker-dealer that holds Notes       
acquired for its own account as a result of market-making or other trading      
activities, (ii) any holder which is an "affiliate" of the Company within the   
meaning of Rule 405 under the Securities Act or (iii) a broker-dealer that      
acquired Senior Notes directly from the Company) without compliance with the    
registration and prospectus delivery provisions of the Securities Act,          
provided that such Exchange Notes are acquired in the ordinary course of such   
holder's business and such holder has no arrangement or understanding with any  
person to participate in the distribution of such Exchange Notes. Each broker-  
dealer that holds Senior Notes acquired for its own account as a result of      
market-making activities or other trading activities and who receives Exchange  
Notes pursuant to the Exchange Offer may be a statutory underwriter, and must   
acknowledge that it will deliver a prospectus in connection with any resale of  
such Exchange Notes. The Letter of Transmittal states that by so                
acknowledging, and by delivering a prospectus, such a broker-dealer will not    
be deemed to admit that it is an "underwriter" within the meaning of the        
Securities Act. To date, the Commission Staff has taken the position that       
broker-dealers that hold Notes acquired for its own account as a result of      
market-making activities or other trading activities may fulfill their          
prospectus delivery requirements with respect to transactions involving an      
exchange of securities such as the exchange pursuant to the Exchange Offer      
(other than a resale of an unsold allotment from the sale of the Senior Notes   
to the Initial Purchaser) with the prospectus contained in the Exchange Offer   
Registration Statement. Pursuant to the                                         
Registration Rights Agreement, the Company has agreed to permit such broker-    
dealers referred to in the prior sentence and other persons, if any, subject    
to similar prospectus delivery requirements to use this Prospectus in           

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connection with the resale of such Exchange Notes. Any holder that cannot rely  
upon such interpretations will be ineligible, under Commission policy, to       
participate in the Exchange Offer, and must comply with the registration and    
prospectus delivery requirements of the Securities Act in connection with any   
secondary resale transaction involving the Notes.                               

Each holder of the Senior Notes who wishes to exchange its Senior Notes for 
Exchange Notes in the Exchange Offer will be required to make certain           
representations to the Company as set forth in "The Exchange Offer--Terms of    
the Exchange."                                                                  

This Prospectus, as it may be amended or supplemented from time to time, may
be used by a broker-dealer in connection with resales of Exchange Notes         
received in exchange for Senior Notes where such Senior Notes were acquired as  
a result of market making activities or other trading activities. The Company   
has agreed that it will make this Prospectus, as amended or supplemented,       
available to any such broker-dealer for use in connection with any such         
resale; provided, however, that the Company shall not be required to maintain   
the effectiveness of the Exchange Offer Registration Statement for more than    
180 days following the consummation of the Exchange Offer (i.e., the            
Expiration Date), exclusive of any period during which any stop order shall be  
in effect suspending the effectiveness of the Exchange Offer Registration       
Statement; provided, however, that in the event that all resales of Exchange    
Notes (including, subject to the time periods set forth herein, any resales by  
a broker-dealer exchanging Senior Notes acquired for its own account as a       
result of market-making activities or other trading activities for Exchange     
Notes) covered by the Exchange Offer Registration Statement have been made,     
the Exchange Offer Registration Statement need not remain continuously          
effective for the full 180-day period discussed above. In addition, until June  
26, 1997, all dealers effecting transactions in the Exchange Notes may be       
required to deliver a prospectus.                                               

The Company will not receive any proceeds from any sale of Exchange Notes by
broker-dealers. Exchange Notes received by broker-dealers for their own         
account pursuant to the Exchange Offer may be sold from time to time in one or  
more transactions in the over-the-counter market, in negotiated transactions,   
through the writing of options on the Exchange Notes or a combination of such   
methods of resale, at market prices prevailing at the time of resale, at        
prices related to such prevailing market prices or at negotiated prices. Any    
such resale may be made directly to purchasers or to or through brokers or      
dealers who may receive compensation in the form of commissions or concessions  
from any such broker-dealer and/or the purchasers of any such Exchange Notes    
and any commissions or concessions received by any such persons may be deemed   
to be underwriting compensation under the Securities Act. The Letter of         
Transmittal states that by acknowledging that it will deliver and by            
delivering a prospectus, a broker-dealer will not be deemed to admit that it    
is an "underwriter" within the meaning of the Securities Act.                   

During the 180-day period following the Expiration Date discussed above, the
Company will promptly send additional copies of this Prospectus and any         
amendment or supplement to this Prospectus to any broker-dealer that requests   
such documents in the Letter of Transmittal. The Company has agreed to pay all  
expenses incidental to the Exchange Offer other than commissions and            
concessions of any brokers or dealers and will indemnify holders of the Senior  
Notes (including any broker-dealers) against certain liabilities, including     
liabilities under the Securities Act, as set forth in the Registration Rights   
Agreement.                                                                      

LEGAL MATTERS 

Certain legal matters in connection with the issuance of the Exchange Notes 
have been passed upon for the Company by Alston & Bird LLP, Atlanta, Georgia.   
As to matters of New York law, Alston & Bird LLP has relied upon the opinion    
of Cleary, Gottlieb, Steen & Hamilton, New York, New York.                      

EXPERTS 

The financial statements of the Business at September 30, 1995 and at       
September 28, 1996, and for each of the three years in the period ended         
September 28, 1996 appearing in this Prospectus and Registration Statement,     
have been audited by Ernst & Young LLP, independent auditors, as set forth in   
their report thereon appearing elsewhere herein, and are included in reliance   
upon such report given upon the authority of such firm as experts in            
accounting and auditing.                                                        

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INDEX TO FINANCIAL STATEMENTS 

                                                                [Download Table]

                                                                           PAGE
                                                                           ----
                                                                               
GORGES/QUIK-TO-FIX FOODS, INC.                                                 
Unaudited Balance Sheet at December 28, 1996.............................  F-2 
Unaudited Statements of Operations for the three month period ended            
 December 30, 1995,                                                            
 the eight week period ended November 25, 1996, the five week period           
 ended                                                                         
 December 28, 1996, and the pro-forma three month period ended December        
 28, 1996................................................................  F-3 
Unaudited Statements of Cash Flows for the three month period ended            
 December 30, 1995,                                                            
 the eight week period ended November 25, 1996, and the five week period       
 ended                                                                         
 December 28, 1996.......................................................  F-4 
Notes to Unaudited Financial Statements..................................  F-5 
GORGES/QUIK-TO-FIX FOODS                                                       
Report of Independent Auditors...........................................  F-11
Balance Sheets at September 30, 1995, and September 28, 1996.............  F-12
Statements of Income for the years ended September 30, 1995, and Septem-       
 ber 28, 1996............................................................  F-13
Statements of Cash Flows for the years ended September 30, 1995, and Sep-      
 tember 28, 1996.........................................................  F-14
Notes to Financial Statements............................................  F-15

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GORGES/QUIK-TO-FIX FOODS, INC.
BALANCE SHEET 
(IN THOUSANDS, EXCEPT SHARE DATA) 

                                                                [Download Table]

                                                          COMPANY   
                                                        ------------
                                                        DECEMBER 28,
                                                            1996    
                                                        ------------
                                                                    
                                                        (Unaudited) 
  ASSETS                                                            
Current assets:                                                     
 Cash and cash equivalents                              $        15 
 Accounts receivable, net                                    11,882 
 Inventory                                                   29,197 
 Prepaid expenses and other                                     715 
                                                        ----------- 
  Total current assets                                       41,809 
Property, plant and equipment:                                      
 Land                                                         1,499 
 Buildings and leasehold improvements                        43,162 
 Machinery and equipment                                     42,589 
 Land improvements and other                                  3,145 
                                                        ----------- 
                                                             90,395 
 Accumulated depreciation                                      (682)
                                                        ----------- 
  Net property, plant and equipment                          89,713 
Other assets:                                                       
 Intangible assets                                           63,774 
 Organizational and deferred debt issuance costs              8,731 
                                                        ----------- 
 Other                                                           50 
                                                        ----------- 
  Total assets                                             $204,077 
                                                        =========== 
  LIABILITIES AND STOCKHOLDERS' EQUITY                              
Current liabilities:                                                
 Accounts payable and accrued expenses                  $    10,888 
 Current portion of long-term debt                            5,000 
                                                        ----------- 
  Total current liabilities                                  15,888 
  Long-term debt, less current portion                      144,000 
  Deferred income taxes                                         --  
  Investment and advances by Tyson                              --  
  Stockholders' equity:                                             
 Common stock, $.01 par value; 2,000 shares authorized,             
 1,000 shares issued and outstanding                            --  
 Additional paid-in capital                                  45,000 
 Accumulated deficit                                           (811)
                                                        ----------- 
  Total stockholders' equity                                 44,189 
                                                        ----------- 
  Total liabilities and stockholder's equity               $204,077 
                                                        =========== 

See accompanying notes to financial statements

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GORGES/QUIK-TO-FIX FOODS, INC.
STATEMENTS OF OPERATIONS
(IN THOUSANDS)

                                                                [Download Table]

                                    PREDECESSOR                   COMPANY     
                        ------------------------------------ -----------------
                        THREE MONTHS ENDED EIGHT WEEKS ENDED FIVE WEEKS ENDED 
                        DECEMBER 30, 1995  NOVEMBER 25, 1996 DECEMBER 28, 1996
                           (UNAUDITED)        (UNAUDITED)       (UNAUDITED)   
                        ------------------ ----------------- -----------------
                                                                              
Sales                        $59,068            $31,966           $17,118     
Costs of goods sold           48,308             25,917            14,445     
                             -------            -------           -------     
  Gross profit                10,760              6,049             2,673     
Operating expenses:                                                           
 Selling, general and                                                         
  administrative               6,790              4,153             1,659     
 Amortization                    406                250               287     
                             -------            -------           -------     
  Total operating ex-                                                         
   penses                      7,196              4,403             1,946     
                             -------            -------           -------     
Operating income               3,564              1,646               727     
Interest expense                 --                 --              1,538     
Other (income) expense           (23)               --                --      
                             -------            -------           -------     
Earnings before taxes                                                         
 on income                     3,587              1,646              (811)    
Income tax expense             1,578                731               --      
                             -------            -------           -------     
  Net income (loss)          $ 2,009            $   915           $  (811)    
                             =======            =======           =======     

See accompanying notes to financial statements

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GORGES/QUIK-TO-FIX FOODS, INC.
STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

                                                                [Download Table]

                                      PREDECESSOR                   COMPANY     
                          ------------------------------------ -----------------
                          THREE MONTHS ENDED EIGHT WEEKS ENDED FIVE WEEKS ENDED 
                          DECEMBER 30, 1995  NOVEMBER 25, 1996 DECEMBER 28, 1996
                          ------------------ ----------------- -----------------
                             (UNAUDITED)        (UNAUDITED)       (UNAUDITED)   
                                                                                
Cash flows from operat-                                                         
 ing activities:                                                                
 Net income (loss)             $ 2,009             $ 915           $    (811)   
 Adjustments to recon-                                                          
  cile net income (loss)                                                        
  to net cash provided                                                          
  by (used in) operating                                                        
  activities:                                                                   
   Depreciation                  2,069               342                 682    
   Amortization                    406               250                 356    
   Deferred income taxes          (746)               26                 --     
Changes in assets and                                                           
 liabilities:                                                                   
   Increase in accounts                                                         
    receivable                     --                --              (11,882)   
   (Increase) decrease                                                          
    in inventory                (1,648)             (571)              1,730    
   Increase in prepaid                                                          
    expenses and other             --                --                 (765)   
   Increase in accounts                                                         
    payable and                                                                 
    accrued expenses               --                --               10,310    
                               -------             -----           ---------    
  Net cash provided by                                                          
   (used in) operating                                                          
   activities                    2,090               962                (380)   
Cash flows from invest-                                                         
 ing activities:                                                                
 Purchases of plant and                                                         
  equipment                       (811)             (141)               (395)   
 Acquisition, net of                                                            
  cash received                    --                --             (184,349)   
 Other                           1,080               --                  --     
                               -------             -----           ---------    
  Net cash provided by                                                          
   (used in) investing                                                          
   activities                      269              (141)           (184,744)   
Cash flows from financ-                                                         
 ing activities:                                                                
 Proceeds from note of-                                                         
  fering                           --                --              100,000    
 Capital contributions             --                --               45,000    
 Proceeds from revolving                                                        
  line of credit                   --                --                9,000    
 Proceeds from term loan           --                --               40,000    
 Debt issuance and orga-                                                        
  nizational costs                 --                --               (8,861)   
 Decrease in Investment                                                         
  and advances by Tyson         (2,359)             (821)                --     
                               -------             -----           ---------    
  Net cash (used in)                                                            
   provided by financing                                                        
   activities                   (2,359)             (821)            185,139    
                               -------             -----           ---------    
Net increase in cash and                                                        
 cash equivalents                    0                 0                  15    
Cash and cash equiva-                                                           
 lents at beginning of                                                          
 period                              9                 9                 --     
                               -------             -----           ---------    
Cash and cash                                                                   
 equivalents at end of                                                          
 period                        $     9             $   9           $      15    
                               =======             =====           =========    

See accompanying notes to financial statements

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GORGES/QUIK-TO-FIX FOODS, INC.  
NOTES TO FINANCIAL STATEMENTS 
DECEMBER 28, 1996 
(UNAUDITED) 

1. ORGANIZATION AND BASIS OF PRESENTATION                                       

(a) Description of Business                                                     

Gorges/Quik-to-Fix Foods, Inc., (the "Company") is a leading producer,      
marketer and distributor of value added processed fresh and frozen beef, and    
to a lesser extent pork and poultry. The Company purchases fresh and frozen     
beef, pork and poultry, which it processes into a broad range of fully cooked   
and ready to cook products generally falling into one of two categories, value  
added products, and ground beef. Value added products include but are not       
limited to: (i) breaded beef items such as country fried steak and beef         
fingers; (ii) charbroiled beef items such as fully cooked hamburger patties,    
fajita strips, meatballs, and meatloaf; and (iii) other specialty products      
such as fully cooked and ready to cook pork sausage, breaded pork and turkey,   
cubed steaks, and Philly steak slices. Ground beef product offerings primarily  
consist of individually quick frozen hamburger patties. The Company's products  
are primarily sold to the foodservice industry, which encompasses all aspects   
of away-from-home food preparation, including restaurants, schools, healthcare  
providers, corporations, and other commercial feeding operations. The Company   
sells its products primarily through broadline and specialty foodservice        
distributors.                                                                   

(b)Basis of Presentation                                                        

The accompanying unaudited financial statements include financial           
information of the Company, and its "Predecessor," which is the Company prior   
to its acquisition from Tyson Foods, Inc. ("Tyson"). The Predecessor            
represents the beef processing assets and operations of Tyson, and had been     
operated and accounted for as a consolidated operating division of Tyson.       
Prior to the Acquisition, Tyson's accounting system produced separate income    
statements for the Predecessor while certain balance sheet accounts, including  
the majority of cash, receivables, prepaids, payables and accruals were         
maintained only on a consolidated basis at the corporate level, and are in      
effect reflected in Investment and Advances by Tyson. The Predecessor also      
participated in Tyson's overall corporate cash management program whereby       
operating funds were provided by Tyson with the corresponding charge or credit  
reflected in the Investment and Advances by Tyson account. As a result, the     
Predecessor maintained only nominal cash accounts. A portion of Tyson's         
accounting and administrative costs related to these functions were allocated   
to the Predecessor as discussed in Note 2. Additionally, the allocable portion  
of the expenses associated with certain other assets and other liabilities      
recorded at Tyson's corporate level for which the Predecessor received benefit  
was reported in the Predecessor's operations.                                   

On November 25, 1996, the assets of the Predecessor were sold to the        
Company, an entity formed by CGW Southeast Partners III, L.P. ("CGW"), to       
acquire the assets of the Predecessor. As a result of the acquisition,          
financial information for periods through September 28, 1996 and periods        
subsequent to September 29, 1996 is presented on a different cost basis and,    
therefore, such information is not comparable.                                  

In the opinion of management, the accompanying unaudited financial          
information of the Company contains all adjustments, consisting only of those   
of a normal recurring nature, necessary to present fairly the Company's         
financial position as of December 28, 1996, and the results of operations and   
cash flows for the three months ended December 28, 1996 and December 30, 1995.  
These results are not necessarily indicative of the results to be expected for  
the full fiscal year.                                                           

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GORGES/QUIK-TO-FIX FOODS, INC.  
NOTES TO FINANCIAL STATEMENTS-(CONTINUED) 
(UNAUDITED) 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                   

FISCAL YEAR                                                                     

The Business utilizes a 52 or 53 week accounting period, ending on the      
Saturday closest to September 30.                                               

INVENTORIES                                                                     

Inventories, valued at the lower of cost (first-in, first-out) or market    
(replacement or net realizable value), consist of the following (in             
thousands):                                                                     

                                                                [Download Table]

                     DECEMBER 28,
                         1996    
                     ------------
                                 
  Finished products    $26,623   
  Work in process          141   
  Supplies               2,433   
                       -------   
  Total                $29,197   
                       =======   

PROPERTY, PLANT AND EQUIPMENT                                                   

Property, plant and equipment is stated at cost. Depreciation is calculated 
primarily by the straight-line method over the estimated useful lives of the    
assets, which range from 3 to 30 years.                                         

Capital expenditures for equipment and capital improvements are generally   
capitalized while maintenance is expensed.                                      

INTANGIBLE ASSETS AND ORGANIZATIONAL AND DEFERRED DEBT ISSUANCE COSTS           

Intangible assets, consisting of goodwill and trademarks, are stated at cost
and are amortized on a straight line basis over 10 to 30 years (40 years by     
the Predecessor). Recoverability of the carrying value of intangible assets is  
evaluated on a recurring basis with consideration toward recovery through       
future operating results on an undiscounted basis.                              

Organizational costs are amortized on a straight line basis over five years,
and deferred debt issuance costs are amortized on a straight line basis over    
the life of the debt instrument to which it relates.                            

At December 28, 1996, the accumulated amortization was $0.4 million.        

LONG-LIVED ASSETS                                                               

At each balance sheet date, the Company reviews the carrying value of long- 
lived assets to determine if facts and circumstances suggest that it may be     
impaired. If this review indicates that the carrying value of an asset may not  
be fully recoverable, an estimate of the discounted cash flows is prepared and  
the carrying value of the asset will be reduced by the estimated shortfall of   
discounted cash flows, if any.                                                  

INCOME TAXES                                                                    

The Company follows the liability method of accounting for deferred income  
taxes. The liability method provides that deferred tax liabilities are          
recorded at currently enacted tax rates based on the difference between the     
tax basis of assets and liabilities and their carrying amounts for financial    
reporting purposes, referred to as temporary differences.                       

SELLING EXPENSES                                                                

Selling expenses consist of direct selling expenses incurred by the Company,
and include direct product line expenses such as shipping and storage,          
external handling, consignment freight, external freezer charges, product and   
package design, brokerage expense, and other direct selling expenses such as    
certain salaries, travel and research and development. Selling expenses for     
the Predecessor also include an allocable share of other common Tyson selling   
expenses as discussed below.                                                    

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GORGES/QUIK-TO-FIX FOODS, INC.  
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)  
(UNAUDITED) 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)                      

ALLOCATION OF CORPORATE EXPENSES                                                

Prior to the Acquisition certain indirect administrative and selling        
expenses incurred at the corporate level which were not actually incurred for   
programs specific to the Predecessor have been allocated to the Predecessor     
based on net sales. Allocated administrative expenses include costs incurred    
for all corporate support functions. Allocated selling expenses consisted of    
costs incurred by Tyson's corporate sales and marketing department. Because     
these charges were incurred by Tyson, actual charges, if the Predecessor had    
been a separate entity at the time, might have differed. Certain expenses       
incurred at Tyson corporate directly related to the Predecessor such as         
production scheduling, research and development and the corporate aviation      
department were allocated based on usage.                                       

Selling, administrative and corporate expenses allocated to the Predecessor 
and charged to operations for the three months ended December 30, 1995 were     
$1.8 million.                                                                   

ADVERTISING AND PROMOTION EXPENSES                                              

Advertising and promotion expenses are charged to operations in the period  
incurred. Advertising and promotion expenses for the three month periods ended  
December 30, 1995 and December 28, 1996 were $1.9 million and $1.5 million,     
respectively.                                                                   

USE OF ESTIMATES                                                                

The preparation of the financial statements in conformity with generally    
accepted accounting principals requires management to make estimates and        
assumptions that affect the amounts reported in the financial statements and    
accompanying notes. Actual results could differ from those estimates.           

INVESTMENT AND ADVANCES BY TYSON                                                

Investment and Advances by Tyson represent its' ownership interest in the   
recorded net assets of the Predecessor. As discussed in Note 1, all cash and    
inter-company transactions flow through this account. The Predecessor was not   
charged interest on advances from Tyson.                                        

3. LONG TERM DEBT                                                               

(a) Senior Debt                                                                 

The Company has entered into a credit agreement (the "Credit Agreement")    
with NationsBank of Texas, N.A., (the "Bank") as agent for a syndicate of       
banks and financial institutions which provides the Company with a $30 million  
Revolving Credit Facility (the "Revolver"), and a $40 million Term Credit       
Facility (the "Term Loan"). The Revolver includes a subfacility of $7 million   
for commercial and standby letters of credit. The Revolver has a term of five   
years, and all amounts outstanding will become due and payable on November 25,  
2001. As of December 28, 1996, the Company's available credit under the         
Revolver was $21.0 million. The Term Loan also has a five year term and is      
subject to quarterly principal payments in an aggregate amount of $3.75         
million remaining in fiscal 1997, $6.5 million in fiscal 1998, $8.5 million in  
fiscal 1999, $9.0 million in fiscal 2000, $9.75 million in fiscal 2001, and     
$2.5 million in fiscal 2002.                                                    

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GORGES/QUIK-TO-FIX FOODS, INC.  
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)  
(UNAUDITED) 

3. LONG TERM DEBT--(CONTINUED)                                                  

Outstanding borrowings under the Credit Agreement bear interest at floating 
rates per annum equal to, at the Company's option: (i) the Base Rate plus       
1.50%, or (ii) the Eurodollar rate, LIBOR plus 2.50%, provided, however, the    
interest rate margins are subject to reductions in the event the Company meets  
certain performance targets as set forth in the Credit Agreement. At December   
28, 1996 the interest rate for the Company based on this formula was 8.15%.     
The Company may be required to make mandatory prepayments against both          
facilities, comprised of principal payments totaling: (i) 100% of cash          
received in asset sales wherein the proceeds are not used to purchase           
replacement assets, and (ii) 50% of the Company's Excess Cash Flow as defined   
in the Credit Agreement. These payments are to be applied first to the Term     
Loan and, upon the Term Loan's retirement, to the Revolver as a permanent       
reduction.                                                                      

Under the Credit Agreement, the Company is subject to customary financial   
and other covenants including certain financial limit and ratio covenants as    
well as limitations on further indebtedness, guaranties, liens, dividends and   
other restricted payments (including transactions with affiliates),             
prepayments and redemption of debt, mergers, acquisitions, asset sales,         
consolidations, and other investments. Additionally, the Credit Agreement       
provides that indebtedness outstanding is secured by a first-priority security  
interest in, and lien upon, substantially all of the Company's present and      
future tangible and intangible assets and capital stock. The Company was in     
compliance with these covenants at December 28, 1996.                           

(b)Subordinated Debt                                                            

On November 25, 1996, the Company consummated a private placement of $100   
million aggregate principal amount of 11.5% Senior Subordinated Notes Due 2006  
(the "Notes"). The Notes will mature on December 1, 2006, unless previously     
redeemed. Interest on the notes is payable semiannually in arrears, commencing  
June 1, 1997, and will be payable on June 1 and December 1 of each year at a    
rate of 11 1/2% per annum. The issuance of the Notes resulted in net proceeds   
to the Company of approximately $95 million and after underwriting discounts    
and other debt issuance costs aggregating approximately $5 million.             

The Notes were issued pursuant to an Indenture which contains certain       
restrictive covenants and limitations. Among other things, the Indenture        
limits the incurrence of additional indebtedness, limits the making of          
restricted payments (as defined) including the declaration and/or payment of    
dividends, places limitations on dividends and other payments by the Company,   
and places limitations on liens, certain asset dispositions and merger/sale of  
assets activity. The Company was in compliance with these covenants at          
December 28, 1996.                                                              

The Notes are unsecured subordinated general obligations of the Company. The
Notes become redeemable at the Company's option on December 1, 2001, at which   
time the Notes are redeemable in whole or part, subject to a redemption         
premium which begins at 105.75 % of the face value in 2001 and reduces at a     
scheduled rate annually until 2004 at which time the redemption is 100% of      
face value. Notwithstanding the foregoing, at any time prior to December 1,     
1999, the Company, at its option, may redeem the Notes, in part, with the net   
proceeds of a public equity offering or of a capital contribution made to the   
common equity of the Company. Any such redemption is also subject to a          
redemption premium, which begins at 110.75% in 1997 and 110.00% in 1998 and     
1999. No mandatory redemption or sinking fund payments are required with        
respect to the Notes; however, at each Note holder's option, the Company may    
be required to repurchase the Notes at a redemption premium of 101% in the      
event the Company incurs a change of control as defined by the Indenture        

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GORGES/QUIK-TO-FIX FOODS, INC.  
NOTES TO FINANCIAL STATEMENTS-(CONTINUED) 
(UNAUDITED) 

4. COMMITMENTS                                                                  

Tyson (for the Predecessor), and the Company leased certain properties and  
equipment for which the total rentals thereon approximated $11,000 and $11,000  
for the three month period ended December 30, 1995 and December 28, 1996,       
respectively.                                                                   

Future minimum lease payments for all noncancelable operating leases for the
Business at December 28, 1996 total $1,041,000, composed of $152,000,           
$205,000, $207,000, $210,000, 199,000, and $68,000 annually for the remainder   
of fiscal 1997 through 2002.                                                    

5. BENEFIT PLANS                                                                

Tyson had and the Company has defined contribution retirement and incentive 
benefit programs for various groups of personnel. All employees of the          
Predecessor and the Company are eligible after meeting requirements concerning  
time employed. Incentive benefit programs are of a profit sharing nature, and   
are discretionary as to amount and timing. No incentive contributions were      
made by Tyson or the Company. Discretionary contributions totaled $218,000 and  
$145,000 for the three month period ended December 30, 1995 and December 28,    
1996, respectively.                                                             

6. INCOME TAXES                                                                 

The Predecessor was included in the consolidated federal income tax return  
of Tyson and computed its federal tax provision as if it filed a separate       
return. The state tax provision was computed using an effective state tax rate  
as if the Predecessor filed separate state tax returns. The Company has not     
recorded any income tax benefit and deferred tax asset associated with the net  
loss for the period ended December 28, 1996 because in the opinion of           
management it is uncertain when the Company will be able to realize such        
deferred tax asset.                                                             

7. SIGNIFICANT CUSTOMERS                                                        

Certain of the Predecessor's and the Company's products are sold to major   
foodservice distributors for distribution to foodservice outlets. As a result,  
the Business's top three customers accounted for approximately 44% of sales     
for the three month period ended December 30, 1995 and 36% for the three month  
period ended December 28, 1996. Sales to one of these customers are likely to   
be significantly lower in fiscal 1997 than in fiscal 1996 due to the            
customer's decision to increase its purchases with one of the Company's         
competitors.                                                                    

8. TRANSACTIONS WITH AFFILIATES                                                 

The Company has entered into a consulting agreement with an affiliate of    
majority shareholder CGW, under which CGW will receive a monthly fee of         
$30,000 for financial and management consulting services. In addition to the    
monthly fee to CGW, the Board of Directors may approve an additional fee not    
to exceed $500,000 annually, based upon overall Company operations. At the      
closing of the acquisition (see Note 10), CGW received a fee of $2.65 million,  
included as part of the Company's organizational costs, for its services in     
assisting the Company with the structuring and negotiating of this              
transaction.                                                                    

NationsBank of Texas, N.A., an affiliate of NationsBanc Investment Corp.    
("NBIC") a minority shareholder and a limited partner of CGW, is a lender to    
the Company and in that capacity has received usual and customary fees for      
underwriting, structuring, syndicating and administering the Facilities under   
the Credit Agreement. NationsBanc Capital Markets, Inc., another affiliate of   
NBIC, was the initial purchaser of the Company's Senior Subordinated Notes,     
and in that capacity received usual and customary fees and commissions in       
connection with that transaction.                                               

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GORGES/QUIK-TO-FIX FOODS, INC.  
NOTES TO FINANCIAL STATEMENTS-(CONTINUED) 
(UNAUDITED) 

9. ACQUISITION                                                                  

On November 25, 1996 the Company acquired certain assets and liabilities of 
the beef processing division of Tyson, in exchange for a cash payment of        
$184.3 million (the "Acquisition"). The cash used to consummate the             
Acquisition was obtained through the issuance of $45 million in common stock,   
and the proceeds from the borrowings described in the notes above. The details  
of the assets and liabilities purchased are as follows (in thousands):          

                                                                [Download Table]
                                        
  Fixed and intangible assets  $154,000 
  Inventory                      30,927 
  Liabilities assumed              (578)
                               -------- 
                               $184,349 
                               ======== 

The Company assumed no liabilities or obligations of Tyson or the           
Predecessor with the exception of those defined in the purchase agreement:      
future obligations of normal course of business executory contracts,            
agreements to purchase inventory or supply products, accrued vacation pay, and  
certain property tax obligations. Tyson has agreed to indemnify the Company     
from any and all liabilities and obligations relating to the Predecessor,       
other than the aforementioned liabilities assumed by the Company. The Company   
and Tyson have also entered into a non-competition agreement which expires two  
years from the date of closing, in which the parties have agreed, subject to    
certain exceptions and limitations, to not compete with each other in the       
production or sale of beef and pork items, in the case of Tyson, and poultry    
items, in the case of the Company. Pursuant to a Transition Service agreement   
between the parties, Tyson will also continue to provide the Company with       
administrative and computer support for a period of up to twelve months after   
the date of closing.                                                            

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REPORT OF INDEPENDENT AUDITORS  

Board of Directors Tyson Foods, Inc.                                            

We have audited the accompanying balance sheets of the Gorges/Quik-to-Fix   
Foods operations (the "Business") of Tyson Foods, Inc. as of September 28,      
1996 and September 30, 1995, and the related statements of income and cash      
flows for each of the three years in the period ended September 28, 1996.       
These financial statements are the responsibility of the Company's management.  
Our responsibility is to express an opinion on these financial statements       
based on our audits.                                                            

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

In our opinion, the financial statements referred to above present fairly,  
in all material respects, the financial position of the Business as of          
September 28, 1996 and September 30, 1995, and the results of its operations    
and its cash flows for each of the three years in the period ended September    
28, 1996 in conformity with generally accepted accounting principles.           

                     Ernst & Young LLP

Little Rock, Arkansas                                                           
November 1, 1996                                                                

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GORGES/QUIK-TO-FIX FOODS

BALANCE SHEETS

                                                                [Download Table]

                                                    SEPTEMBER 30, SEPTEMBER 28,
                                                        1995          1996     
                                                    ------------- -------------
                                                      (DOLLARS IN THOUSANDS)   
                                                                               
ASSETS:                                                                        
Current assets:                                                                
  Cash.............................................   $      9      $      9   
  Inventories......................................     30,634        31,325   
                                                      --------      --------   
    Total current assets...........................     30,643        31,334   
Property, plant and equipment:                                                 
  Land.............................................      1,088         1,088   
  Buildings and leasehold improvements.............     34,905        35,768   
  Machinery and equipment..........................     57,149        52,853   
  Land improvements and other......................      1,160         1,155   
  Buildings and equipment under construction.......      3,139            31   
                                                      --------      --------   
                                                        97,441        90,895   
  Accumulated depreciation.........................     43,510        44,439   
                                                      --------      --------   
    Net property, plant and equipment..............     53,931        46,456   
    Excess of investment over net assets acquired..     61,132        59,508   
                                                      --------      --------   
  Total assets.....................................   $145,706      $137,298   
                                                      ========      ========   
LIABILITIES AND INVESTMENT AND ADVANCES BY PARENT:                             
Noncurrent deferred income taxes...................   $  7,660      $  6,375   
Investment and advances by Parent..................    138,046       130,923   
                                                      --------      --------   
  Total liabilities and investment and advances by                             
   Parent..........................................   $145,706      $137,298   
                                                      ========      ========   

See accompanying notes to financial statements. 

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GORGES/QUIK-TO-FIX FOODS

STATEMENTS OF INCOME

                                                                [Download Table]

                                                        YEAR ENDED              
                                          --------------------------------------
                                          OCTOBER 1, SEPTEMBER 30, SEPTEMBER 28,
                                             1994        1995          1996     
                                          ---------- ------------- -------------
                                                  (DOLLARS IN THOUSANDS)        
                                                                                
Sales....................................  $331,969    $304,474      $232,761   
Cost of goods sold.......................   278,600     250,787       189,559   
                                           --------    --------      --------   
    Gross profit.........................    53,369      53,687        43,202   
Operating expenses:                                                             
  Selling................................    27,513      25,128        22,452   
  General and administrative.............     6,367       6,386         3,962   
  Amortization...........................     1,528       1,624         1,624   
  Plant relocation.......................       --        1,036           --    
                                           --------    --------      --------   
    Total operating expenses.............    35,408      34,174        28,038   
                                           --------    --------      --------   
Operating income.........................    17,961      19,513        15,164   
Other expenses...........................         4         678           796   
                                           --------    --------      --------   
Earnings before taxes on income..........    17,957      18,835        14,368   
Provision for income taxes...............     7,508       7,931         6,205   
                                           --------    --------      --------   
    Net income...........................  $ 10,449    $ 10,904      $  8,163   
                                           ========    ========      ========   

See accompanying notes to financial statements. 

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GORGES/QUIK-TO-FIX FOODS

STATEMENTS OF CASH FLOWS

                                                                [Download Table]

                                                       YEAR ENDED              
                                         --------------------------------------
                                         OCTOBER 1, SEPTEMBER 30, SEPTEMBER 28,
                                            1994        1995          1996     
                                         ---------- ------------- -------------
                                                 (DOLLARS IN THOUSANDS)        
                                                                               
CASH FLOWS FROM OPERATING ACTIVITIES:                                          
Net income.............................   $ 10,449    $ 10,904      $  8,163   
Adjustments to reconcile net income to                                         
 cash provided by operating activities                                         
  Depreciation.........................      9,090       8,740         7,292   
  Amortization.........................      1,528       1,624         1,624   
  Deferred income taxes................        778      (3,720)       (1,285)  
  Loss on dispositions of property,                                            
   plant and equipment.................          4         678           792   
  (Increase) decrease in inventories...     (5,125)      2,881          (691)  
                                          --------    --------      --------   
    Cash provided by operating activi-                                         
     ties..............................     16,724      21,107        15,895   
CASH FLOWS FROM INVESTING ACTIVITIES:                                          
Net cash paid for acquisitions.........    (33,476)        --            --    
Additions to property, plant and equip-                                        
 ment..................................     (6,580)     (2,792)         (735)  
Proceeds from sale of property, plant                                          
 and equipment.........................        283       5,302           126   
                                          --------    --------      --------   
    Cash provided by (used for) invest-                                        
     ing activities....................    (39,773)      2,510          (609)  
CASH FLOWS FROM FINANCING ACTIVITIES:                                          
Increase (decrease) in investment and                                          
 advances by Parent....................     23,075     (23,637)      (15,286)  
                                          --------    --------      --------   
    Cash provided by (used for) financ-                                        
     ing activities....................     23,075     (23,637)      (15,286)  
                                          --------    --------      --------   
Increase (decrease) in cash............         26         (20)          --    
Cash at beginning of period............          3          29             9   
                                          --------    --------      --------   
Cash at end of period..................   $     29    $      9      $      9   
                                          ========    ========      ========   

See accompanying notes to financial statements. 

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GORGES/QUIK-TO-FIX FOODS  

NOTES TO FINANCIAL STATEMENTS 

1. ORGANIZATION AND BASIS OF PRESENTATION                                       

Gorges/Quik-to-Fix Foods (the "Business") represents the beef processing    
assets and operations of Tyson Foods, Inc. ("Parent"). The Business is a U.S.   
processor of beef and produces a wide variety of individually quick-frozen,     
fully-cooked, and ready-to-cook foodservice beef products and specialty items.  
Products are sold throughout the U.S. to foodservice operators and              
distributors and wholesale clubs.                                               

The Business has been operated and accounted for as a consolidated operating
division of Parent. Parent's accounting system produces separate income         
statements for the Business while certain balance sheet accounts, including     
cash, receivables, prepaids, payables and accruals are maintained only on a     
consolidated basis at the corporate level, which are in effect reflected in     
Investment and Advances by Parent.                                              

The Business participates in Parent's overall corporate cash management     
program whereby operating funds for the Business are provided by Parent with    
the corresponding charge or credit reflected in the Investment and Advances by  
Parent account. As a result, the Business maintains only nominal cash           
accounts.                                                                       

The Business's products are sold through Parent's common marketing and      
distribution operations with the related receivables being recorded at the      
corporate level. A customer invoice frequently includes sales of products of    
more than one Parent division. Accounts receivable are not maintained at the    
Business level; accounting and collection efforts of receivables are performed  
by Parent personnel. The Business's receivables are credited to the Business    
through the Investment and Advances by Parent account. Additionally, the        
purchase of raw materials and services is performed at the Parent corporate     
level and related payables are maintained only on a consolidated group basis.   
The Business's share of such payables and other liabilities is included in the  
Investment and Advances by Parent account. A portion of Parent's accounting     
and administrative costs related to these functions is allocated to the         
Business as discussed in Note 2.                                                

Personnel involved in the operations of the Business are employed by Parent 
and obligations related to these employees are recorded at the corporate level  
with the Business's allocable portion of the related expense reflected in the   
Business's operating results. Vacation earned by the Business's salaried and    
hourly employees is determined on a calendar year basis. The amount of earned   
and unused vacation is accrued and reflected in the Investment and Advances by  
Parent account.                                                                 

Additionally, the allocable portion of the expenses associated with certain 
other assets and other liabilities recorded at the corporate level for which    
the Business receives benefit is reported in the Business's operations.         

The average outstanding balance in the Investment and Advances by Parent    
account was $134.6, $143.7, and $134.5, for fiscal 1994, fiscal 1995, and       
fiscal 1996, respectively.                                                      

On October 17, 1996, Parent signed an agreement with an entity formed by CGW
Southeast Partners III, L.P. to sell the assets of the Business. The sale is    
expected to close in November 1996.                                             

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                   

Fiscal Year                                                                   

The Business utilizes a 52 or 53 week accounting period which ends on the   
Saturday closest to September 30.                                               

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GORGES/QUIK-TO-FIX FOODS  

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)  

Inventories                                                                   

Inventories, valued at the lower of cost (first-in, first-out) or market    
(replacement or net realizable value), consist of the following:                

                                                                [Download Table]

                                                          YEAR ENDED         
                                                  ---------------------------
                                                  SEPTEMBER 30, SEPTEMBER 28,
                                                      1995          1996     
                                                  ------------- -------------
                                                    (DOLLARS IN THOUSANDS)   
                                                                             
Finished products................................    $24,948       $27,569   
Work in process..................................      1,622           688   
Supplies.........................................      4,064         3,068   
                                                     -------       -------   
  Total..........................................    $30,634       $31,325   
                                                     =======       =======   

Property, Plant and Equipment and Depreciation                                

Property, plant and equipment is stated at cost. Depreciation is calculated 
primarily by the straight-line method over the estimated useful lives of the    
assets, which range from 3 to 33 years.                                         

Capital expenditures for equipment and capital improvements are generally   
capitalized while maintenance is expensed. Approximately $488,000 will be       
required to complete construction in progress at September 28, 1996.            

Excess of Investments Over New Assets Acquired                                

Costs in excess of the fair value of net assets of businesses purchased are 
amortized on a straight line basis over 40 years. The carrying value of excess  
of investments over net assets acquired is reviewed at each balance sheet date  
to determine if facts and circumstances suggest that it may be impaired. If     
this review indicates that the excess of investments over net assets acquired   
may not be recoverable, an estimate of the discounted cash flows of the entity  
acquired is prepared and the Business's carrying value of excess of             
investments over net assets acquired will be reduced by the estimated           
shortfall of cash flows. At September 30, 1995 and September 28, 1996, the      
accumulated amortization of excess of investments over net assets acquired was  
$9.0 million and $10.6 million, respectively.                                   

Income Taxes                                                                  

The Business follows the liability method in accounting for deferred income 
taxes. The liability method provides that deferred tax liabilities are          
recorded at currently enacted tax rates based on the difference between the     
tax basis of assets and liabilities and their carrying amounts for financial    
reporting purposes, referred to as temporary differences.                       

Selling Expenses                                                              

Selling expenses consist of direct selling expenses incurred by the         
Business, and include direct product line expenses such as shipping and         
storage, external handling, consignment freight, external freezer charges,      
product and package design, brokerage expense, and other direct selling         
expenses such as certain salaries, travel and research and development.         
Selling expenses also include an allocable share of other common Parent         
selling expenses as discussed below.                                            

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NOTES TO FINANCIAL STATEMENTS--(CONTINUED)  

Allocation of Corporate Expenses                                              

Certain indirect administrative and selling expenses incurred at the        
corporate level which are not actually incurred for programs specific to the    
Business have been allocated to the Business based on net sales. Allocated      
administrative expenses include costs incurred for all corporate support        
functions. Allocated selling expenses consisted of costs incurred by Parent's   
corporate sales and marketing department. Because these charges were incurred   
by Parent, actual charges, if the Business were a separate entity, might have   
differed. Certain expenses incurred at the corporate level directly related to  
the Business such as production scheduling, research and development and the    
corporate aviation department are allocated based on usage. Management          
believes that the various methods used to allocate corporate expenses are       
reasonable.                                                                     

Selling, administrative and corporate expenses allocated to the Business and
charged to operations for fiscal 1994, fiscal 1995 and fiscal 1996 were $17.1   
million, $13.9 million and $7.7 million, respectively. Management believes      
estimated expenses on a stand alone basis would be $3.4 million for 1996;       
however, actual costs could be materially different depending upon how the      
Business is managed as a stand alone company.                                   

Advertising and Promotion Expenses                                            

Advertising and promotion expenses are charged to operations in the period  
incurred. Advertising and promotion expenses for fiscal 1994, fiscal 1995 and   
fiscal 1996 were $11.2 million, $7.3 million and $5.7 million, respectively.    

Use of Estimates                                                              

The preparation of the financial statements in conformity with generally    
accepted accounting principals requires management to make estimates and        
assumptions that affect the amounts reported in the consolidated financial      
statements and accompanying notes. Actual results could differ from those       
estimates.                                                                      

3. PLANT RELOCATION AND DISPOSITION OF ASSETS                                   

In May 1995, Parent sold the LeMars, Iowa beef processing facility for total
proceeds of $5.3 million, resulting in a loss of $582,000, which is included    
in the Business's other expenses for the year ended September 30, 1995.         
Additionally, the Business incurred $1.0 million in costs to close this plant   
and relocate the production lines to its other facilities. Plant relocation     
costs represent charges that can be specifically attributed to this production  
line move. Plant closing costs consist primarily of employee compensation and   
expenses related to shutting the plant down and disassembling the machinery     
and equipment.                                                                  

As a result of the LeMars plant closing discussed above and the movement of 
production lines between other facilities, the Business incurred certain        
expenses during the year ended September 28, 1996, associated with              
Reconfiguration of production between its facilities in an effort to gain       
production efficiencies. It is estimated that approximately $4.3 million in     
expenses related to this Reconfiguration were incurred during the year ended    
September 28, 1996, which may not reoccur. These expenses included costs to     
train employees, production inefficiencies incurred during start-up of the      
transferred production lines, and transportation costs. Additionally, as part   
of the Reconfiguration of product lines between facilities, certain equipment   
was written off or sold at a loss which has been included in other expenses     
for the year ended September 28, 1996.                                          

4. INVESTMENT AND ADVANCES BY PARENT                                            

Investment and advances by Parent represents Parent's ownership interest in 
the recorded net assets of the Business. As discussed in Note 1, all cash and   
intercompany transactions flow through this account. The Business is not        
charged interest on advances from Parent.                                       

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NOTES TO FINANCIAL STATEMENTS--(CONTINUED)  

5. BENEFIT PLANS                                                                

Parent has a defined contribution retirement and incentive benefit program  
for various groups of personnel which in effect cover all employees of the      
Business. Incentive benefit programs are of a profit sharing nature. No         
incentive contributions were made by the Parent. Discretionary Parent           
contributions for the Business totaled $649,000, $785,000 and $873,000 for      
fiscal 1994, fiscal 1995 and fiscal 1996, respectively.                         

6. COMMITMENTS                                                                  

Parent leases certain properties and equipment for the Business for which   
the total rentals thereon approximated $10,000, $17,000 and $44,000 for fiscal  
1994, fiscal 1995 and fiscal 1996, respectively.                                

Future minimum lease payments for all noncancelable operating leases for the
Business at September 28, 1996 total $61,000, composed of $31,000 for fiscal    
1997 and $10,000 annually for fiscal 1998 through 2000.                         

7. INCOME TAXES                                                                 

The Business is included in the consolidated federal income tax return of   
Parent and computes its federal tax provision as if it filed a separate         
return. The state tax provision is computed using an effective state tax rate   
as if the Business filed separate state tax returns.                            

Detail of the provision for income taxes consists of:                       

                                                                [Download Table]

                                                     YEAR ENDED              
                                       --------------------------------------
                                       OCTOBER 1, SEPTEMBER 30, SEPTEMBER 28,
                                          1994        1995          1996     
                                       ---------- ------------- -------------
                                               (DOLLARS IN THOUSANDS)        
                                                                             
Federal...............................   $6,449      $ 6,746       $ 5,270   
State.................................    1,059        1,185           935   
                                         ------      -------       -------   
                                         $7,508      $ 7,931       $ 6,205   
                                         ======      =======       =======   
Current...............................   $6,730      $11,651       $ 7,490   
Deferred..............................      778       (3,720)       (1,285)  
                                         ------      -------       -------   
                                         $7,508      $ 7,931       $ 6,205   
                                         ======      =======       =======   

The reasons for the difference between the effective income tax rate and the
statutory U.S. federal income tax rate are as follows:                          

                                                                [Download Table]

                                                   YEAR ENDED              
                                     --------------------------------------
                                     OCTOBER 1, SEPTEMBER 30, SEPTEMBER 28,
                                        1994        1995          1996     
                                     ---------- ------------- -------------
                                                                           
U.S. federal income tax rate........    35.0%       35.0%         35.0%    
State income taxes..................     3.8         4.1           4.2     
Amortization of excess of                                                  
 investments over net assets                                               
 acquired...........................     3.1         3.0           4.0     
                                        ----        ----          ----     
                                        41.9%       42.1%         43.2%    
                                        ====        ====          ====     

Deferred income taxes reflect the net tax effects of temporary differences  
between the carrying amounts of assets and liabilities for financial reporting  
purposes and the amounts used for income tax purposes. The significant          
component of the Business's deferred tax liabilities as of September 30, 1995   
and September 28, 1996, $7.7 million and $6.4 million, respectively, consisted  
primarily of the basis difference in property, plant and equipment.             

F-18  

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GORGES/QUIK-TO-FIX FOODS  

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)  

8. SIGNIFICANT CUSTOMERS                                                        

Certain of the Business's products are sold to major foodservice            
distributors for distribution to foodservice chains. As a result, the           
Business's top three customers accounted for approximately 15%, 14%, and 13%    
of sales for fiscal 1994 and 1995 and 18%, 13%, and 13% of sales for fiscal     
1996. Sales to one of these customers are likely to be significantly lower in   
fiscal 1997 than in fiscal 1996 due to the customer's decision to increase its  
purchases with one of the Business's competitors.                               

F-19  

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GORGES/QUIK-TO-FIX FOODS, INC.  

All tendered Senior Notes, executed Letters of Transmittal, and other       
related documents should be directed to the Exchange Agent. Requests for        
assistance and for additional copies of the Prospectus, the Letter of           
Transmittal and other related documents should be directed to the Exchange      
Agent.                                                                          

The Exchange Agent  
for the Exchange Offer is 

IBJ SCHRODER BANK & TRUST COMPANY 

By Facsimile: 
(212) 858-2611  

Confirm By Telephone  
(212) 858-2103  
Attention: Reorganization Operations Department 

By Hand Overnight Delivery: 
IBJ Schroder Bank & Trust Company 
One State Street  
New York, New York 10004  
Attention: Securities Processing Window Subcellar One, (SC-1) 

By Registered or Certified Mail:  
IBJ Schroder Bank & Trust Company 
P. O. Box 84  
Bowling Green Station 
New York, New York 10274-0084 
Attention: Reorganization Operations Department 

UNTIL JUNE 26, 1997 (90                                                     
DAYS AFTER THE DATE OF THIS                                                     
PROSPECTUS) ALL DEALERS EF-                                                     
FECTING TRANSACTIONS IN THE                                                     
REGISTERED SECURITIES,                                                          
WHETHER OR NOT PARTICIPATING                                                    
IN THIS DISTRIBUTION, MAY BE                                                    
REQUIRED TO DELIVER A PRO-                                                      
SPECTUS. THIS IS IN ADDITION                                                    
TO THE OBLIGATION OF DEALERS                                                    
TO DELIVER A PROSPECTUS WHEN                                                    
ACTING AS UNDERWRITERS OR AS                                                    
REQUIRED BY THE TERMS OF THE                                                    
EXCHANGE OFFER.                                                                 

Dates Referenced Herein   and   Documents Incorporated by Reference

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