Richmont Marketing Specialists Inc, et al. – ‘424B1’ on 6/23/99

On:  Wednesday, 6/23/99   ·   Accession #:  950134-99-5636   ·   File #s:  333-74261, -01, -02, -03, -04, -05, -06, -07, -08, -09

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Prospectus   —   Rule 424(b)(1)
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Document/Exhibit                   Description                      Pages   Size 

 1: 424B1       Prospectus - File Number 333-74261                   144    662K 

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                                                Filed Pursuant to Rule 424(B)(1)
                                                      Registration No. 333-74261
PROSPECTUS                                                                      

DATED JUNE 18, 1999                                                             

[RICHMONT MARKETING LOGO] 
EXCHANGE OFFER FOR

$100,000,000

10 1/8% SENIOR SUBORDINATED NOTES DUE 2007

THIS EXCHANGE OFFER WILL EXPIRE AT MIDNIGHT, NEW YORK CITY TIME,

ON JULY 21, 1999, UNLESS EXTENDED.

TERMS OF THE EXCHANGE OFFER:

- We will exchange all outstanding notes that are validly tendered and not      
withdrawn prior to the expiration of the exchange offer.                    

- You may withdraw tendered outstanding notes at any time prior to the          
expiration of the exchange offer.                                           

- We believe that the exchange of outstanding notes will not be a taxable       
  exchange for United States federal income tax purposes, but you should see the
section entitled "Material Federal Income Tax Consequences" on page 96 for  
more information.                                                           

- The terms of the notes to be issued are substantially identical to the terms  
of the outstanding notes, except for transfer restrictions and registration 
rights relating to the outstanding notes.                                   

- We will not receive any proceeds from the exchange offer.                     

- There is no existing market for the notes to be issued, and we do not intend  
to apply for their listing on any securities exchange.                      

See the "Description of Notes" section on page 60 for more information
about the notes to be issued in this exchange offer.                            

THIS INVESTMENT INVOLVES RISKS. SEE THE SECTION ENTITLED "RISK FACTORS" THAT    
BEGINS ON PAGE 10 FOR A DISCUSSION OF THE RISKS THAT YOU SHOULD CONSIDER PRIOR  
TO TENDERING YOUR OUTSTANDING NOTES FOR EXCHANGE.                               

* * * 

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

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TABLE OF CONTENTS 

                                                                [Download Table]

                                                               PAGE
                                                               ----
                                                                   
Prospectus Summary..........................................      3
Summary Historical Financial Data...........................      9
Risk Factors................................................     10
Forward-Looking Information.................................     18
The Transactions............................................     18
Use of Proceeds.............................................     20
Capitalization..............................................     21
The Exchange Offer..........................................     22
Selected Historical Financial Data..........................     30
Management's Discussion and Analysis of Financial Condition        
  and Results of Operations.................................     32
The Business................................................     38
Where You Can Find More Information.........................     51
Management..................................................     51
Beneficial Ownership of Stock...............................     58
Relationships and Related Transactions......................     59
Description of Notes........................................     61
  Brief Description of the Notes and the Subsidiary                
     Guarantees.............................................     61
  Principal, Maturity and Interest..........................     62
  Methods of Receiving Payments on the Notes................     62
  Paying Agent and Registrar for the Notes..................     62
  Transfer and Exchange.....................................     63
  Subordination.............................................     63
  Subsidiary Guarantees.....................................     64
  Optional Redemption.......................................     65
  Repurchase at the Option of Holders.......................     65
  Selection and Notice......................................     68
  Covenants.................................................     68
  Events of Default.........................................     77
  Amendments and Waivers....................................     78
  Defeasance................................................     79
  Concerning the Trustee....................................     80
  Governing Law.............................................     80
  Definitions...............................................     80
Description of Other Debt...................................     93
Plan of Distribution........................................     96
Material Federal Income Tax Consequences....................     97
Book Entry..................................................     99
Legal Matters...............................................    101
Experts.....................................................    101
Index to Historical Financial Statements....................    F-1

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PROSPECTUS SUMMARY

    The following summary highlights selected information from this prospectus
and may not contain all of the information that is important to you. This       
prospectus includes the basic terms of the notes we are offering, as well as    
information regarding our business and detailed financial data. We encourage you
to read this prospectus in its entirety.                                        

    References in this prospectus to "Richmont Marketing Specialists" refer to
Richmont Marketing Specialists Inc. and, for any period before October 1997, to 
Marketing Specialists Sales Company, the predecessor of Richmont Marketing      
Specialists.                                                                    

     References in this prospectus to our market position and to industry trends
are based on information supplied by or found in the Association of Sales and   
Marketing Companies, PROGRESSIVE GROCER, Cannondale Associates, Information     
Resources Inc., SUPERMARKET NEWS, BRANDWEEK, GROCERY HEADQUARTERS, AND MMR.     

ABOUT RICHMONT MARKETING SPECIALISTS

  Richmont Marketing Specialists is one of the largest food brokers in the
country. We represent over 1700 manufacturers of consumer goods and products    
primarily across the western, southeastern, south central and mid-Atlantic      
regions. We sell and market these manufacturers' products to retailers and      
wholesalers called "customers." We provide a full array of sales, marketing,    
merchandising and order management services to these manufacturers and          
customers.                                                                      

     We are well-positioned to take advantage of the consolidations occurring in
the food distribution industry because of our wide geographic coverage of the   
country. We have expanded our coverage significantly through 14 strategic       
acquisitions that we have completed since the beginning of 1996. We intend to   
continue to grow and expand our presence through further acquisitions in 1999.  

     Our strong market position is also due to our innovative use of information
technology and our dedicated client support. Our account service and business   
development personnel work closely with manufacturers to develop sales and      
promotional strategies. Our retail representatives collect local market data and
store-specific information used by our account service and business development 
personnel to customize these strategies. This client support and specialized    
market data allows our manufacturers and customers to maximize sales volume.    

     A chart detailing our organizational structure is set forth below. Richmont
Marketing Specialists is a holding company, and our primary operating           
subsidiaries are Marketing Specialists Sales Company and Atlas Marketing        
Company, Inc. All of our subsidiaries set forth on the chart below are          
guarantors of these notes.                                                      
[ORGANIZATINAL CHART] 

     Our executive offices are located at 17855 North Dallas Parkway, Suite 200,
Dallas, Texas 75287. Our telephone number is (972) 349-6200. Richmont Marketing 
Specialists is a Delaware corporation.                                          

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RECENT DEVELOPMENTS CONCERNING RICHMONT MARKETING SPECIALISTS 

     On April 28, 1999, Richmont Marketing Specialists entered into a definitive
merger agreement with Merkert American Corporation, a publicly-traded food      
brokerage firm based in Massachusetts. Merkert American represents more than 750
manufacturers and operates in 25 states, primarily in the northeast,            
mid-Atlantic and southeastern portions of the country. The merger of Richmont   
Marketing Specialists with and into Merkert American will create the first food 
brokerage firm with national coverage.                                          

  Under the terms of merger agreement, Richmont Marketing Specialists will
merge with and into Merkert American. So long as Merkert American does not issue
any additional shares of common stock before the merger is completed, at the    
time of the merger, shareholders of Richmont Marketing Specialists will exchange
each of their shares of common stock for 48.7198 shares of Merkert American     
common stock. Following the merger, the former stockholders of Merkert American 
will own approximately 52.8% of the outstanding common stock of the combined    
company and the former stockholders of Richmont Marketing Specialists will own  
approximately 47.2% of the outstanding common stock of the combined company.    

    After the merger, the combined company, which intends to operate under the
name "Marketing Specialists Corporation", will assume our obligations under the 
outstanding notes and the notes to be issued in the exchange offer. After the   
merger, you will have the same rights and remedies under the notes against the  
combined company that you currently have against Richmont Marketing Specialists.
As Richmont Marketing Specialists will cease to independently exist after the   
merger is consummated, however, you will not be able to proceed against Richmont
Marketing Specialists in the event of default or otherwise. All of the remedies 
that had been available against Richmont Marketing Specialists will only be     
available against the combined company.                                         

    See "The Business -- Recent Developments" on page [45] for a more complete
description of the terms of the proposed merger with Merkert American. See "Risk
Factors -- The proposed merger may trigger certain repurchase obligations under 
the indenture" on page [16] for a discussion of specific risks to you associated
with the proposed merger.                                                       

ABOUT THIS TRANSACTION

  On December 19, 1997, we privately placed $100 million of 10 1/8% Senior
Subordinated Notes due 2007. These notes are guaranteed by all of our           
wholly-owned operating subsidiaries.                                            

    Simultaneously with the private placement, we entered into an exchange and
registration rights agreement with the initial purchasers of the outstanding    
notes, in which we agreed to deliver this prospectus to you and to complete this
exchange offer on or before June 19, 1999. If we do not complete this exchange  
before June 19, 1999, we must pay liquidated damages until the exchange offer is
completed. In this exchange offer, you may exchange your outstanding notes for  
new notes which have substantially the same terms. You should read the          
discussion under the heading "The Exchange Offer" and "Description of Notes" for
further information regarding the notes to be issued in the exchange offer.     

   We issued the outstanding notes primarily to help finance our acquisition
of Atlas Marketing Company, Inc. for a purchase price of approximately $45.7    
million. Atlas is a food broker operating in markets throughout the southeastern
and mid-Atlantic regions of the country. We have used a portion of the remaining
proceeds from the sale of the outstanding notes for working capital and general 
corporate purposes. We may also use those proceeds to finance future            
acquisitions. At March 31, 1999, approximately $21 million of the proceeds      
remain available for use.                                                       

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ABOUT THE EXCHANGE OFFER

Securities Offered.........  $100 million in principal amount of new 10 1/8%    
                             Senior Subordinated Notes due 2007, which have been
                          registered under the Securities Act of 1933. The
                          terms of the notes offered in the exchange offer
                     are substantially identical to those of the
                         outstanding notes, except that certain transfer
                          restrictions, registration rights and liquidated
                        damages provisions relating to the outstanding
                         notes do not apply to the new registered notes.

The Exchange Offer.........  We are offering to issue registered notes in       
                     exchange for a like principal amount of our
                           outstanding notes. We are offering to issue these
                           registered notes to satisfy our obligations under
                            an exchange and registration rights agreement that
                           we entered into with the initial purchaser of the
                  outstanding notes when we sold them in a
                  transaction exempt from the registration
                            requirements of the Securities Act. You may tender
                          your outstanding notes for exchange by following
                         the procedures described under the heading "The
Exchange Offer."      

Tenders; Expiration Date;                                                       
Withdrawal...............  The exchange offer will expire at midnight, New  
                            York City time, on July 21, 1999, unless we extend
                        it. If you decide to exchange your outstanding
                            notes for new notes, you must acknowledge that you
                          are not engaging in, and do not intend to engage
                      in, a distribution of the new notes. You may
                            withdraw any notes that you tender for exchange at
                            any time prior to midnight on July 21, 1999. If we
                           decide for any reason not to accept any notes you
                         have tendered for exchange, those notes will be
                         returned to you without cost promptly after the
                          expiration or termination of the exchange offer.
                          See "The Exchange Offer -- Terms of the Exchange
                       Offer" for a more complete description of the
           tender and withdrawal provisions.

United States Federal                                                           
 Income Tax Consequences... Your exchange of outstanding notes for notes to be
                             issued in the exchange offer will not result in any
                       gain or loss to you for United States federal
                           income tax purposes. See "Material Federal Income
                             Tax Consequences" for a general summary of material
                       United States federal income tax consequences
                           associated with the exchange of outstanding notes
                          for the notes to be issued in the exchange offer
                        and the ownership and disposition of those new
notes.                

Use of Proceeds............  We will not receive any cash proceeds from the     
exchange offer.       

Exchange Agent.............  Chase Bank of Texas, National Association.         

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CONSEQUENCES OF NOT EXCHANGING YOUR OUTSTANDING NOTES 

   If you do not exchange your outstanding notes in the exchange offer, they
will continue to be subject to the restrictions on transfer that are described  
in the legend on the notes. In general, you may offer or sell your outstanding  
notes only if they are registered under, or offered or sold under an exemption  
from, the Securities Act and applicable state securities laws. We do not        
currently intend to register the outstanding notes under the Securities Act.    

  If outstanding notes are tendered and accepted in the exchange offer, it
may become more difficult for you to sell or transfer your unexchanged notes. In
addition, if you do not exchange your outstanding notes in the exchange offer,  
you will no longer be entitled to have those notes registered under the         
Securities Act.                                                                 

CONSEQUENCES OF EXCHANGING YOUR OUTSTANDING NOTES 

Based on interpretations of the staff of the Securities and Exchange  
Commission, we believe that you may offer for resale, resell or otherwise       
transfer the notes that we issue in the exchange offer without complying with   
the registration and prospectus delivery requirements of the Securities Act if: 

     - you acquire the notes issued in the exchange offer in the ordinary course
of your business;                                                 

- you are not participating, do not intend to participate, and have no
arrangement or undertaking with anyone to participate, in the     
distribution of the notes issued to you in the exchange offer; and

    - you are not an "affiliate" of Richmont Marketing Specialists, as defined
in Rule 405 of the Securities Act.                                

If any of these conditions are not satisfied and you transfer any notes issued  
to you in the exchange offer without delivering a proper prospectus or without  
qualifying for a registration exemption, you may incur liability under the      
Securities Act. We will not be responsible for or indemnify you against any     
liability you may incur.                                                        

 Any broker-dealer that acquires notes in the exchange offer for its own
account in exchange for outstanding notes, which it acquired through            
market-making or other trading activities, must acknowledge that it will deliver
a prospectus when it resells or transfers any notes issued in the exchange      
offer. See "Plan of Distribution" for a description of the prospectus delivery  
obligations of broker-dealers in the exchange offer.                            

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ABOUT THE NOTES 

The terms of the notes we are issuing in this exchange offer and the  
outstanding notes are identical in all material respects, except:               

        (1) the notes issued in the exchange offer will have been registered
under the Securities Act;                                             

        (2) the notes issued in the exchange offer will not contain transfer
    restrictions and registration rights that relate to the outstanding notes;
and                                                                   

          (3) the notes issued in the exchange offer will not contain provisions
    relating to the payment of liquidated damages to be made to the holders of
the outstanding notes under circumstances related to the timing of the
exchange offer.                                                       

A brief description of the material terms of the notes follows:       

Securities Offered.........  $100 million in principal amount of 10 1/8% Senior 
                           Subordinated Notes due 2007, registered under the
Securities Act.       

Maturity...................  December 15, 2007.                                 

Interest Payment Dates.....  June 15 and December 15 of each year, beginning on 
June 15, 1998.        

Guarantor Subsidiaries.....  The notes issued in the exchange offer will be     
                     fully and unconditionally guaranteed by the
                             guarantor subsidiaries, which constitute all of our
                             principal operating subsidiaries. If we cannot make
                      payments on the notes when they are due, the
                        guarantor subsidiaries must make them instead.

Ranking....................  The notes being issued in the exchange offer and   
                        the subsidiary guarantees are unsecured senior
                        subordinated obligations of Richmont Marketing
                     Specialists and the guarantor subsidiaries.

                             They rank junior in right of payment to our and our
                           guarantor subsidiaries' current and future senior
                          indebtedness, except indebtedness that expressly
                             provides that it is not senior to the notes and the
guarantees.           

                      As of December 31, 1998, these notes and the
subsidiary guarantees:

                          - were subordinated to a letter of credit in the
                  amount of $1,371,777 of senior debt;

                           - ranked equally with $57,254,165 of other senior
                             subordinated debt and deferred obligations; and

                           - ranked senior to $11,988,245 of junior debt and
   deferred obligations.

                             As of December 31, 1998, we also had trade payables
                      outstanding in the amount of $5,085,651, and
                       accrued expenses in the amount of $8,980,959.

Optional Redemption........  On or after December 15, 2002, we may redeem some  
                          or all of the notes being issued in the exchange
                           offer at any time at the redemption prices listed
                         in the section "Description of Notes" under the
        heading "Optional Redemption."

                           Before December 15, 2000, we may redeem up to $35
                          million of the notes with the proceeds of public
                          offerings of equity in our company at the prices
                            listed in the section "Description of Notes" under
            the heading "Optional Redemption."

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Mandatory Redemption.......  If we sell assets or Richmont Marketing Specialists
                             experiences specific kinds of changes in control of
                             it by its stockholders, we must offer to repurchase
                             the notes being issued in the exchange offer at the
                             prices listed in the section "Description of Notes"
                        under the heading "Repurchase at the Option of
Holders."             

Basic Covenants of                                                              
Indenture..................  We will issue the notes being offered in the       
                           exchange offer under an indenture with Chase Bank
                           of Texas, National Association, formerly known as
                      Texas Commerce Bank National Association, as
                             trustee. This is the same indenture under which the
                             outstanding notes were issued. The indenture, among
                             other things, restricts our ability and the ability
 of our subsidiaries to:

- borrow money;       

                     - pay dividends on stock or purchase stock;

- make investments;   

                             - use assets as security in other transactions; and

                             - sell a specified dollar amount of assets or merge
           with or into other companies.

                          See the section "Description of Notes" under the
                      heading "Covenants" for a more comprehensive
                       description of the covenants contained in the
indenture.            

Use of Proceeds............  We used a portion of the proceeds from the offering
                      of the outstanding notes in December 1997 to
                             finance the acquisition of Atlas Marketing Company,
                             Inc. See the section entitled "Use of Proceeds" for
                            a complete breakdown of how the proceeds have been
                 used by Richmont Marketing Specialists.

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SUMMARY HISTORICAL FINANCIAL DATA 

  In the table below we provide you with summary historical financial data
for Richmont Marketing Specialists and its subsidiaries. The statement of       
operations data presented for each of the years in the 3 years ended December   
31, 1998 and the balance sheet data as of December 31, 1998, 1997 and 1996 have 
been derived from our audited financial statements for those periods. These     
audited financial statements are included in this prospectus. We have also      
included unaudited statement of operations data for the three months ended March
31, 1999 and March 31, 1998, and unaudited balance sheet data as of March 31,   
1999. The summary historical financial data set forth below as of and for the   
three months ended March 31, 1999 and 1998 was derived from unaudited financial 
statements which, in the opinion of management, reflect all normal recurring    
adjustments necessary for the fair presentation of these financial statements.  
The results of operations for the three months ended March 31, 1999 are not     
necessarily indicative of the results of operations to be expected for the full 
year.                                                                           

   The statement of operations and balance sheet data includes the operating
results and assets and liabilities of Bromar, Inc. since its acquisition on     
October 31, 1996, Tower Marketing, Inc. since its acquisition on May 31, 1997   
and Atlas since its acquisition on December 19, 1997. Richmont Marketing        
Specialists has accounted for the Atlas acquisition effective December 31, 1997 
for financial reporting purposes. The results of operations of Atlas during the 
period December 19, 1997 through December 31, 1997 were not material.           

We encourage you to review the audited financial statements and the   
accompanying notes, as well as the "Management's Discussion and Analysis of     
Financial Condition and Results of Operations" which is also contained in this  
prospectus.                                                                     

                                                        [Enlarge/Download Table]

                                           THREE MONTHS ENDED                                 
                                               MARCH 31,           YEAR ENDED DECEMBER 31,    
                                           ------------------   ----------------------------- 
                                            1999       1998       1998       1997      1996   
                                           -------   --------   --------   --------   ------- 
                                              (UNAUDITED)          (DOLLARS IN THOUSANDS)     
                                                                                              
STATEMENT OF OPERATIONS DATA:                                                                 
  Revenue................................. $52,503   $ 53,089   $218,294   $155,932   $73,447 
  Operating expenses......................  59,093     58,889    235,051    159,995    74,969 
                                           -------   --------   --------   --------   ------- 
  Operating loss..........................  (6,590)    (5,800)   (16,757)    (4,063)   (1,522)
OTHER FINANCIAL DATA:                                                                         
  Cash flow from operations............... $    69   $    130   $  1,652   $    219   $ 4,663 
  EBITDA(a)...............................   1,003      4,594     17,814     11,168     4,540 
  Depreciation and amortization...........   7,280      9,640     32,735     14,355     5,554 
  Capital expenditures....................   1,441      1,880      6,843      2,784     1,489 

                                                                [Download Table]

                                            AS OF         AS OF DECEMBER 31,      
                                          MARCH 31,  -----------------------------
                                            1999       1998       1997      1996  
                                          ---------  --------   --------   -------
                                                                                  
BALANCE SHEET DATA:                                                               
  Cash and cash equivalents.............. $ 21,978   $ 26,634   $ 41,395   $    --
  Total assets...........................  165,446    174,762    211,530    84,655
  Long-term obligations, including                                                
     current maturities..................  169,010    171,230    177,916    51,661
  Shareholders' equity (deficit).........  (33,240)   (23,028)     9,309    11,736

(a)  EBITDA is defined as net income (loss) before interest, income taxes       
(benefit), depreciation and amortization expense. EBITDA is presented 
  because it is commonly used by certain investors and analysts to analyze
   and compare operating performance and to determine a company's ability to
   service and incur debt. EBITDA should not be considered in isolation from
or as a substitute for net income (loss), cash flows from operating   
     activities or other statements of operations or cash flows data prepared in
   accordance with generally accepted accounting principles, or as a measure
  of profitability or liquidity. EBITDA may not be comparable to similarly
titled measures reported by other companies.                          

RISK FACTORS

You should consider carefully all of the information set forth in this
prospectus and, in particular, the specific factors set forth under the "Risk   
Factors" section beginning on page 10 before deciding to tender your outstanding
notes in the exchange offer.                                                    

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RISK FACTORS

 This prospectus contains forward-looking statements, particularly those
relating to our plans, strategies and prospects. While we believe that our      
plans, intentions and expectations reflected in the forward-looking statements  
are reasonable, we can give no assurances that these plans, intentions or       
expectations will be achieved. The risk factors listed below could cause our    
results to differ materially from the forward-looking statements.               

You should consider carefully the following risks and all of the      
information set forth in this prospectus before tendering your notes for        
exchange in the exchange offer. The risk factors set forth below, other than    
those which discuss the consequences of failing to exchange your outstanding    
notes in the exchange offer, are generally applicable to both the outstanding   
notes and the notes issued in the exchange offer. The risks described below are 
not the only risks that could affect us or our notes.                           

YOU MAY HAVE DIFFICULTY SELLING THE NOTES WHICH YOU DO NOT EXCHANGE.            

     If you do not exchange your outstanding notes for the notes offered in this
exchange offer, you will continue to be subject to the restrictions on the      
transfer of your notes. Those transfer restrictions are described in the        
indenture and in the legend contained on the outstanding notes, and arose       
because we originally issued the outstanding notes under exemptions from, and in
transactions not subject to, the registration requirements of the Securities Act
of 1933.                                                                        

   In general, you may offer or sell your outstanding notes only if they are
registered under the Securities Act and applicable state securities laws, or if 
they are offered and sold under an exemption from those requirements. We do not 
intend to register the outstanding notes under the Securities Act.              

  If a large number of outstanding notes are exchanged for notes issued in
the exchange offer, it may be more difficult for you to sell your unexchanged   
notes. In addition, if you do not exchange your outstanding notes in the        
exchange offer, you will no longer be entitled to have those notes registered   
under the Securities Act.                                                       

    See "The Exchange Offer -- Consequences of Failure to Exchange Outstanding
Notes" for a discussion of the possible consequences of failing to exchange your
notes.                                                                          

OUR SUBSTANTIAL INDEBTEDNESS COULD HAVE AN ADVERSE IMPACT ON OUR FINANCIAL      
HEALTH AND PREVENT US FROM FULFILLING OUR OBLIGATIONS UNDER THESE NOTES.        

We have now and, after the exchange offer, will continue to have a    
significant amount of indebtedness. While the exchange offer will not increase  
the amount of our outstanding debt, there are significant risks associated with 
these high levels of indebtedness.                                              

    The following chart shows certain important credit statistics for Richmont
Marketing Specialists as of the dates or periods indicated:                     

                                                        [Enlarge/Download Table]

                                                         AT DECEMBER 31,  AT MARCH 31, 
                                                              1998            1999     
                                                         ---------------  ------------ 
                                                                                       
Total Indebtedness......................................  $171,230,266    $169,010,504 
Stockholders' Deficit...................................  $(23,027,838)   $(33,240,019)
Debt to Equity Ratio....................................            --              -- 

         Presentation of a Debt to Equity Ratio is not meaningful because of
the existence of a stockholders' deficit.                 

                                                                [Download Table]

                                                             FOR THE THREE MONTHS 
                                        FOR THE YEAR ENDED           ENDED        
                                           DECEMBER 31,            MARCH 31,      
                                        -------------------  ---------------------
                                          1998       1997      1999        1998   
                                        --------   --------  ---------   ---------
                                                                                  
Ratio of Earnings to Fixed Charges.....       --         --        --          -- 

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        Earnings were insufficient to cover fixed charges by $32.4 million
        for the year ended December 31, 1998 and $8.6 million for the year
         ended December 31, 1997. For the three months ended March 31, 1999,
         earnings were insufficient to cover fixed charges by $10.6 million,
 and $9.4 million for the three months ended March 31, 1998.

 Our substantial indebtedness and the restrictions it imposes could have
important consequences for you. For example, it could:                          

    - make it more difficult for us to satisfy our obligations with respect to
the outstanding notes and the notes issued in the exchange offer; 

- increase our vulnerability to general adverse economic and industry 
conditions;                                                       

   - limit our ability to obtain additional financing to fund future working
    capital, capital expenditures, acquisitions or other general corporate
    needs or to satisfy our contractual commitments, including those under
the stockholders agreement;                                       

- require us to dedicate a substantial portion of our cash flow from  
      operations to payments on our indebtedness, reducing the availability of
our cash flow for other purposes;                                 

 - limit our flexibility in planning for, or reacting to, changes in our
business and the industry in which we operate;                    

   - place us at a competitive disadvantage compared to our competitors that
have less debt; and                                               

  - limit, along with the financial and other restrictive covenants in our
       indebtedness, among other things, our ability to borrow additional funds.

  See "Description of Notes -- Repurchase at Option of Holder -- Change of
Control" and "Description of Other Debt -- Revolving Credit Facility" for a     
discussion of the restrictions imposed by our debt.                             

TO SERVICE OUR DEBT, WE WILL REQUIRE A SIGNIFICANT AMOUNT OF CASH. WE DEPEND ON 
THE CASH FLOW OF OUR SUBSIDIARIES TO MEET OUR NEEDS.                            

   Richmont Marketing Specialists is a holding company that conducts all its
business through its direct and indirect subsidiaries. We hold no significant   
assets other than our investments in the capital stock of, and advances to, our 
subsidiaries. We depend on receipt of funds from our subsidiaries to meet our   
own obligations, including payments on these notes. Our ability to use the cash 
flow of our subsidiaries will depend on their operating performance and         
financial results, which may be subject to factors beyond their control, such as
prevailing economic and industry conditions, as well as the level of their      
indebtedness.                                                                   

     We cannot assure you that our business and the business of our subsidiaries
will generate sufficient cash flow from operations to cover our fixed charges   
and meet our future liquidity needs including scheduled payments of interest and
principal on our indebtedness. We also are unable to assure you that future     
borrowings will be available to us under our senior credit facility that will   
allow us to service our debt. We may need to refinance all or a portion of our  
indebtedness, including the notes, on or before maturity. We cannot assure you  
that we will be able to refinance any of our debt to meet these needs.          

YOUR RIGHT TO RECEIVE PAYMENTS ON THESE NOTES IS JUNIOR TO OUR EXISTING SENIOR  
INDEBTEDNESS. FURTHER, THE GUARANTEES OF THESE NOTES ARE JUNIOR TO THE SENIOR   
INDEBTEDNESS OF EACH GUARANTOR.                                                 

   These notes and the subsidiary guarantees rank behind all of our existing
and future senior debt and all of the existing and future senior debt of the    
guarantors. As a result, if we declare bankruptcy, liquidate or reorganize, we  
must repay all senior debt before we will be able to make any payments on these 
notes. Similarly, if any guarantor declares bankruptcy, liquidates or           
reorganizes, that guarantor must repay all of its senior debt before it may make
any payment under its guarantee.                                                

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In addition, all payments on the notes and the guarantees, including  
interest payments, will be blocked in the event of a payment default on any     
senior debt, and may be blocked for up to 179 of 360 consecutive days in the    
event of a non-payment default on senior debt.                                  

As of December 31, 1998, we had $1,371,777 in an outstanding letter of
credit issued under our senior credit facility that ranked senior to the notes, 
and the guarantors collectively had no senior debt outstanding that ranked      
senior to the guarantees. As of December 31, 1998, we also had trade payables   
outstanding in the amount of $5,085,651, and accrued expenses in the amount of  
$8,980,959.                                                                     

See "Description of Notes -- Subordination" for a description of the  
subordination provisions contained in the indenture.                            

YOUR RIGHT TO PAYMENT OF THESE NOTES IS NOT SECURED BY ANY COLLATERAL.          

    Our obligations under our senior credit facility are secured by our assets
and the stock in our subsidiaries. Our subsidiaries have also guaranteed our    
senior credit facility and pledged their assets to secure those guarantees. The 
notes and the guarantees are not secured and do not have the benefit of any     
collateral. In any insolvency or liquidation affecting us or any guarantor, the 
lenders under our senior credit facility will be entitled to payment in full    
from any proceeds from the collateral before any payment is made on these notes 
or the guarantees. The collateral may be insufficient to satisfy all of our     
creditors, including you as a holder of these notes.                            

     See "Description of Other Debt" for a discussion of the collateral securing
our senior indebtedness.                                                        

DESPITE OUR CURRENT LEVELS OF INDEBTEDNESS, WE MAY STILL BE ABLE TO INCUR       
ADDITIONAL DEBT. THIS COULD FURTHER INCREASE THE RISKS DESCRIBED ABOVE.         

We and our subsidiaries are permitted to incur substantial additional 
indebtedness in the future. While the terms of the indenture and our senior     
credit facility limit our ability to incur additional debt, they do not         
completely prohibit us from doing so in all circumstances. In addition, some of 
the additional debt that we incur may rank senior to the notes. As of December  
31, 1998, we had approximately $12.1 million available for borrowing as         
additional senior debt under our credit facility. In addition, the indenture    
under which these notes will be issued allows us to issue up to $50 million of  
additional notes having the same terms as these notes if we comply with the     
requirements contained in the indenture. If new debt is added to our current    
debt levels, or to the debt levels of our subsidiaries, the related risks that  
we and they now face could intensify.                                           

    See "Description of Notes -- Covenants -- Limitations on Indebtedness" and
"Description of Other Debt -- Revolving Credit Facility" for a discussion of the
restrictions placed on our ability to incur more debt.                          

OUR SENIOR CREDIT FACILITY CONTAINS RESTRICTIONS THAT ARE MORE STRINGENT THAN   
THOSE CONTAINED IN THE INDENTURE.                                               

     In many cases, the restrictions contained in the senior credit facility are
more restrictive than similar covenants contained in the indenture. In addition,
our credit facility requires us to maintain a fixed charge coverage ratio of at 
least 0.80:1.00 through March 31, 1999, at least 1.00:1.00 through December 31, 
1999, and at least 1.25:1.00 thereafter. We are also required to maintain an    
interest coverage ratio of at least 1.50:1.00 through December 1, 1999; the     
required interest coverage ratio increases to 1.75:1.00 on January 1, 2000 and  
to 2.00:1.00 on January 1, 2001. If we fail to maintain those ratios, our       
lenders under the senior credit facility may prohibit us from making any        
payments on these notes, or may declare the amounts loaned under the senior     
credit facility immediately due and payable. If we are unable to pay the amounts
due, the senior lenders could proceed against the collateral that secures that  
debt. We failed to meet our required fixed charge coverage ratio for the first  
quarter of 1999. We are engaged in negotiations with our lenders in order to    
obtain a waiver related to our failure to meet our required coverage ratio,     
although our lenders have provided no assurances that they will grant such a    
waiver. If we fail to obtain such a waiver, our lenders may proceed against the 
collateral or take the other actions described above.                           

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     See "Description of Other Debt -- Revolving Credit Facility" for a detailed
discussion of the covenants contained in our senior credit facility.            

WE MAY NOT HAVE THE ABILITY TO RAISE THE FUNDS NECESSARY TO FINANCE THE CHANGE  
OF CONTROL OFFER REQUIRED BY THE INDENTURE.                                     

    Upon the occurrence of specific kinds of change of control events, we will
be required to offer to repurchase all notes that are outstanding at that time  
at a price which may be higher than the then-current market value of the notes. 
However, it is possible that we will not have sufficient funds at the time of   
the change of control to make the required repurchase of notes or that          
restrictions in our senior credit facility will not allow such repurchases.     

 See "Description of Notes -- Repurchase at the Option of Holders" for a
discussion of our obligations to repurchase the notes in the event a change of  
control occurs.                                                                 

OUR GROWTH STRATEGY IS BASED ON ACQUISITIONS, WHICH MAY NOT PROVIDE THE DESIRED 
ECONOMIC BENEFITS AND MAY IMPAIR OUR FINANCIAL CONDITION.                       

  We plan to grow by pursuing acquisitions in the food brokerage business.
However, we cannot guarantee that we will be able to consummate any acquisitions
on favorable terms. If we do complete any acquisitions, we cannot be certain    
that we will realize any anticipated benefits from those acquisitions.          

   In addition, acquisitions may require significant financial resources. We
are not certain that we will be able to obtain the necessary financing or that  
any additional financing will be permitted by our senior credit facility or by  
the indenture. The incurrence of additional debt and other expenses related to  
any acquisitions could materially adversely affect our financial condition and  
operating results.                                                              

OUR FUTURE OPERATIONS MAY BE IMPAIRED BY OUR RAPID GROWTH.                      

     We have grown rapidly since the beginning of 1996, expanding our operations
from coast to coast. Our growth has been primarily as a result of the 14        
acquisitions we have completed in that time period. Our future operations and   
financial strength depend largely upon our ability to successfully manage this  
growing business. We cannot guarantee to you that our growth will lead to       
profitability.                                                                  

WE MAY NOT BE ABLE TO SUCCESSFULLY COMBINE THE OPERATIONS OF THE COMPANIES WE   
ACQUIRE WITH OUR CURRENT OPERATIONS.                                            

   While we believe there are significant opportunities for cost savings and
efficiencies as a result of acquisitions, we cannot be sure that we will        
recognize any cost-savings or desired economic benefits from our acquisitions.  
We have experienced difficulties in integrating some of the companies we have   
acquired in the past due to decentralized information systems and because of    
poor management of working capital at the acquired company level. Our ability to
realize any cost-savings or other economic benefits may be limited by similar   
problems and by the following factors:                                          

   - loss of manufacturers that we represent due to conflicts and changes of
control;                                                          

    - turnover of higher levels of personnel than anticipated due to change of
control;                                                          

- additional expenses incurred by us as we combined the operations of 
      acquired companies, including but not limited to severance costs paid to
terminated employees, costs associated with lease abandonment for 
   redundant office space, and costs incurred to upgrade the information
systems of acquired companies; and                                

     - unexpected and increased costs due to post-closing discovery of financial
    obligations and third parties' rights not previously identified during
our due diligence process or included in our projections.         

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  Consequently, we cannot be sure that our acquisitions will result in the
economic benefits that we expect on a timely basis or at all.                   

WE HAVE A RECENT HISTORY OF OPERATING LOSSES.                                   

     Richmont Marketing Specialists and its predecessors have reported operating
losses of $16.8 million in 1998, $4.1 million in 1997, $1.5 million in 1996, and
$0.6 million in 1995. For the first quarter of 1999, we had an operating loss of
$6.6 million, compared to an operating loss of $5.8 million for the same period 
in 1998. Our ability to be profitable in the future will be dependent upon a    
number of factors, including:                                                   

 - our ability to increase revenues by attracting and retaining national
manufacturers and customers;                                      

     - our ability to realize cost-savings by successfully integrating companies
that we acquire; and                                              

   - various other factors beyond our control, including economic, financial
       and competitive conditions, including the ongoing consolidation occurring
within the food distribution industry.                            

    We cannot guarantee that we will achieve profitability in the future or be
able to generate cash flow sufficient to meet our payment obligations, including
on the notes.                                                                   

See "Management's Discussion and Analysis of Financial Condition and  
Results of Operations" for a discussion of our recent operating history.        

MOST OF OUR MANUFACTURERS DO NOT ALLOW US TO REPRESENT THEIR COMPETITORS IN THE 
SAME TERRITORY.                                                                 

   Most of the manufacturers that we represent do not allow us to market and
sell their competitors' products in our assigned territories. Some manufacturers
can be highly subjective in their definition of a conflict, and may contend that
products with a varying degree of similarity are competing products. In         
addition, some of our manufacturers object to our representing another          
manufacturer which produces a similar product for sale in a region where we do  
not represent that manufacturer. In some cases where we are unable to resolve a 
conflict with a manufacturer, we must terminate our relationship with the       
competing manufacturer.                                                         

SUBSTANTIALLY ALL OF OUR CONTRACTS WITH MANUFACTURERS ARE SHORT-TERM AGREEMENTS.

     Substantially all of the contracts with the manufacturers that we represent
have 30 day terms. As a result, our manufacturers can transfer their business to
another food broker upon short notice. While we have enjoyed long-term          
relationships with many of the manufacturers that we represent, we could lose   
relationships with these manufacturers due to consolidations within the industry
or our inability to meet their sales and performance objectives.                

COMPUTER PROBLEMS RELATED TO THE YEAR 2000 MAY CAUSE OPERATING PROBLEMS.        

The year 2000 issue exists because some computer systems and telephone
equipment have embedded chips or processors which use only 2 digits to represent
the year. As a result, they may be unable to accurately process data during and 
after the year 2000.                                                            

Our business depends largely upon the ability of our customers to     
electronically place orders through us for our manufacturers' products. We also 
rely upon our computer systems to process these orders and to track and         
calculate our commissions. The failure of these computer systems to function    
properly could have a materially adverse impact on our business and operations. 
We can provide no assurance that our plans, or the plans of our customers and   
manufacturers, particularly the smaller ones, have eliminated the risk of       
systems failures.                                                               

ONE SHAREHOLDER HAS EFFECTIVE CONTROL OF RICHMONT MARKETING SPECIALISTS.        

  Currently, 60% of our common stock is owned by MS Acquisition Limited, a
Texas limited partnership. Pursuant to a stockholders' agreement, this          
shareholder has the right to elect 4 of Richmont                                

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Marketing Specialists' 7 directors. Consequently, since MS Acquisition Limited  
has exercised its right to elect 4 directors, it controls our board of directors
and may control our affairs in a manner contrary to your interests.             

    See "Relationships and Related Transactions -- Stockholders Agreement" for
a description of the stockholders agreement.                                    

WE DEPEND ON CERTAIN KEY PERSONNEL IN THE CONDUCT OF OUR BUSINESS.              

Our business depends upon our retention of employees who maintain key 
relationships with our larger customers and manufacturers. The loss of any of   
these employees to a competitor could have a significant adverse impact on our  
business if any of our major manufacturers follow these employees.              

  See "Ownership and Management" for the identification of some of our key
employees and "The Business -- Description of Services Provided by Richmont     
Marketing Specialists" for a discussion of the functions performed by our       
employees.                                                                      

FEDERAL AND STATE STATUTES ALLOW COURTS, UNDER SPECIFIC CIRCUMSTANCES, TO VOID  
GUARANTEES AND REQUIRE NOTEHOLDERS TO RETURN PAYMENTS RECEIVED FROM GUARANTORS. 

Under the federal bankruptcy laws and comparable provisions of state  
fraudulent transfer laws, a guarantee could be voided, or claims in respect of a
guarantee could be subordinated to all other debts of that guarantor if, among  
other things, the guarantor, at the time it incurred the indebtedness evidenced 
by its guarantee:                                                               

    - received less than reasonably equivalent value or fair consideration for
the incurrence of such guarantee; and                             

   - was insolvent or rendered insolvent by reason of the incurrence of such
guarantee; or                                                     

- was engaged in a business or transaction for which the guarantor's  
remaining assets constituted unreasonably small capital; or       

- intended to incur, or believed that it would incur, debts beyond its
ability to pay such debts as they mature.                         

    In addition, any payment by that guarantor pursuant to its guarantee could
be voided and required to be returned to the guarantor, or to a fund for the    
benefit of the creditors of the guarantor.                                      

   The measures of insolvency for purposes of these fraudulent transfer laws
will vary depending upon the law applied in any proceeding to determine whether 
a fraudulent transfer has occurred. Generally, however, a guarantor would be    
considered insolvent if:                                                        

     - the sum of its debts, including contingent liabilities, were greater than
the fair saleable value of all of its assets;                     

- 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                                                    

- it could not pay its debts as they become due.                      

    On the basis of historical financial information, recent operating history
and other factors, we believe that each guarantor, after giving effect to its   
guarantee of these notes, will not be insolvent, will not have unreasonably     
small capital for the business in which it is engaged and will not have incurred
debts beyond its ability to pay such debts as they mature. There can be no      
assurance, however, as to what standard a court would apply in making such      
determinations or that a court would agree with our conclusions in this regard. 

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   Therefore, the indenture limits the liability of each guarantor under the
guarantees so as not to result in a fraudulent conveyance or transfer. This     
limitation may reduce the amount guaranteed by any guarantor below the amount   
owed under the notes. Because of this limitation, we cannot assure you that the 
total amount of all the guarantees will be enough to pay all amounts due under  
the notes.                                                                      

YOU CANNOT BE SURE THAT AN ACTIVE TRADING MARKET WILL DEVELOP FOR THE NOTES     
ISSUED IN THIS EXCHANGE OFFER.                                                  

     While the outstanding notes are eligible for trading in PORTAL, the Private
Offering, Resale and Trading through Automated Linkages Market of the National  
Association of Securities Dealers, Inc., a screen-based automated market for    
trading securities for qualified institutional buyers, there is no public market
for the notes to be issued in the exchange offer. Chase Securities, Inc., the   
initial purchaser of the outstanding notes, has informed us that it intends to  
make a market in the notes to be issued in the exchange offer, but it may cease 
its market-making at any time.                                                  

We do not intend to apply for a listing of any of the notes on any    
securities exchange. We do not know if an active public market will develop for 
the notes or, if developed, will continue. If an active market is not developed 
or maintained, the market price and the liquidity of the notes may be adversely 
affected.                                                                       

    In addition, the liquidity and the market price of the notes to be offered
in the exchange offer may be adversely affected by changes in the overall market
for high yield securities and by changes in our financial performance or        
prospects, or in the prospects for companies in our industry. As a result, you  
cannot be sure that an active trading market will develop for these notes.      

THE PROPOSED MERGER WITH MERKERT AMERICAN CORPORATION MAY TRIGGER REPURCHASE    
OBLIGATIONS UNDER THE INDENTURE.                                                

   Richmont Marketing Specialists plans to merge its operations with Merkert
American Corporation. The indenture governing the notes requires that the merger
meet specified conditions, which are described in more detail below. If the     
merger and the combined company resulting from the merger do not satisfy these  
conditions, then the combined company may be required to repay all or a         
significant portion of the notes, potentially at a premium to the then-current  
market value of the notes. Richmont Marketing Specialists does not, and the     
combined company will not, have sufficient cash on hand to repurchase the notes 
and would need to seek alternative financing to refinance the notes in the event
these conditions are not satisfied. Richmont Marketing Specialists can give no  
assurance that the combined company which results from the merger will be able  
to refinance the notes on terms that are commercially reasonable and which would
not adversely impact the combined company's financial position.                 

The merger may not satisfy the conditions in the indenture relating to
Richmont Marketing Specialists' ability to complete the merger.                 

   Unless the merger satisfies specific conditions, an event of default will
exist on the notes. One of these conditions requires the company surviving the  
merger to have a consolidated debt coverage ratio of 2.0:1.0 immediately        
following the merger. While Richmont Marketing Specialists believes that the    
combined company will satisfy this condition after taking into account the      
anticipated benefits of the merger, this determination involves the application 
of complex legal and accounting principals and is subject to differing          
viewpoints. Therefore, Richmont Marketing Specialists cannot give any assurances
that the merger will satisfy this condition. In the event the merger does not   
satisfy this and the other conditions in the indenture, the combined company    
would be forced to either refinance the notes or conduct a consent solicitation 
from the holders of the notes. Richmont Marketing Specialists cannot give any   
assurances that the combined company will be able to refinance the notes on a   
commercially reasonable basis or that it will be able to obtain the necessary   
consents from the noteholders to permit the merger.                             

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  The holders of the notes may have the right to tender their notes to the
surviving company for repayment following the merger.                           

 Upon the occurrence of specified types of change of control events, the
holders of the notes will have the right to require Richmont Marketing          
Specialists or the combined company to repurchase their notes at a price that   
may be higher than the then-current market value of the notes. While Richmont   
believes that the proposed merger with Merkert American will not trigger these  
obligations, it can give no assurances that the obligations will not be         
triggered upon or after the completion of the merger or that a future event will
not trigger the repurchase obligation. The combined company may not have        
sufficient cash on hand at the time of a required repurchase and may not be able
to borrow additional funds on comparable terms in order to do so.               

     See "The Business -- Recent Developments" for a description of the proposed
merger of Richmont Marketing Specialists with and into Merkert American         
Corporation. See "Description of Notes" for a discussion of the merger and      
change of control restrictions imposed by the indenture.                        

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FORWARD-LOOKING INFORMATION 

Some of the statements under "Prospectus Summary," "Risk Factors,"    
"Management's Discussion and Analysis of Financial Condition and Results of     
Operations," "Business" and elsewhere in this prospectus constitute             
forward-looking statements. We have based these forward-looking statements on   
our current expectations and projections about future events, based on the      
information currently available to us. These statements involve known and       
unknown risks, uncertainties and other factors that may cause our actual        
results, levels of activity or performance to be materially different from any  
future results, levels of activity or performance expressed or implied by the   
forward-looking statements. Such factors include, among other things, those     
listed under "Risk Factors" and elsewhere in this prospectus.                   

     In some cases, you can identify forward-looking statements by terms such as
"may," "will," "should," "could," "expects," "plans," "anticipates," "believes,"
"projected," "predicts," "potential" or "continue" or the negative of these and 
similar terms.                                                                  

     These statements are only predictions. The forward-looking events discussed
in this prospectus may not occur and results may differ materially and are      
subject to risks, uncertainties and assumptions about us. We are under no duty  
to update any of the forward-looking statements after the date of this          
prospectus, whether as a result of new information, future events or otherwise. 

THE TRANSACTIONS

On December 19, 1997, we completed the offering of $100 million of the
outstanding notes. Simultaneously with this offering, Richmont Marketing        
Specialists completed the acquisition of Atlas Marketing Company, Inc. We used a
portion of the proceeds from the offering of the notes to complete the Atlas    
acquisition and pay related expenses.                                           

The Atlas Acquisition                                                       

   Under the terms of 2 stock purchase agreements, each dated as of November
6, 1997, by and among Richmont Marketing Specialists, Atlas and certain         
stockholders and affiliates of Atlas, we acquired all of the outstanding capital
stock of Atlas through our wholly-owned subsidiary, MSSC Carolina, Inc. We paid 
a total of $45.7 million for Atlas, including approximately $31.9 million in    
cash and notes payable to acquire all of the outstanding stock of Atlas, and    
approximately $13.8 million to repay the outstanding indebtedness of Atlas. MSSC
Carolina, Inc. was subsequently merged into Atlas, with Atlas remaining as the  
surviving corporation.                                                          

   Approximately $12.1 million of the purchase price was paid in the form of
promissory notes issued to Atlas shareholders. These Atlas notes were issued in 
two series, each bearing interest at a rate of 10% per annum and each amortizing
in equal monthly installments over 5 years. Payments of principal and interest  
on the first series of Atlas notes, issued in an aggregate principal amount of  
$11.4 million, began in September, 1998. Approximately $11.1 million principal  
amount was outstanding on the first series of notes at December 31, 1998. The   
second series of Atlas notes, in aggregate principal amount of $0.7 million,    
began amortization on April 15, 1998. Approximately $0.6 million principal      
amount was outstanding on the second series of notes at December 31, 1998.      
Payments on the Atlas notes are expressly subordinate to payment on the notes   
offered by this prospectus.                                                     

     Approximately $0.8 million of the Atlas purchase price was paid in the form
of deferred obligations payable to certain Atlas employees. Approximately $0.3  
million of these deferred obligations remained payable at December 31, 1998.    
Payments of the deferred obligations are also expressly subordinate to payment  
on the notes offered by this prospectus.                                        

     Except for the integration of computer systems related to order management,
which we expect to complete by June 30, 1999, we have completed the integration 
of the operations and business of Atlas as of December 31, 1998.                

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The Financing                                                               

   In addition to the cash paid in connection with the Atlas acquisition, we
used approximately $9.5 million of the proceeds from the offering of the        
outstanding notes to repay borrowings under our senior credit facility.         
Concurrently with the repayment of these amounts, the agreement governing the   
facility was amended to provide for, among other things, an increase in         
commitments up to $25 million.                                                  

Other Recent Transactions                                                   

PeopleSoft Conversion. In 1998, Richmont Marketing Specialists made a 
substantial investment in upgrading its financial and human resources systems.  
Richmont Marketing Specialists purchased application software from PeopleSoft   
and hired a consulting firm to assist in the implementation of these new        
systems. We used approximately $3.1 million of the proceeds from the outstanding
notes to purchase the software license and for installation in connection with  
this upgrade.                                                                   

     Timmons-Sheehan Acquisition. In April 1999, Richmont Marketing Specialists,
through its subsidiary Marketing Specialists Sales Company, acquired all of the 
capital stock of Timmons-Sheehan Inc., d/b/a The Sell Group -- Minneapolis. The 
purchase price for the capital stock of Timmons-Sheehan was approximately $4.4  
million, which was paid as a combination of $1.7 million in cash and            
approximately $2.7 million in promissory notes.                                 

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USE OF PROCEEDS 

   We will not receive any proceeds from the exchange offer. All outstanding
notes that are tendered in the exchange offer will be retired and cancelled.    
Accordingly, the issuance of the notes in the exchange offer will not result in 
any proceeds to us.                                                             

     The proceeds that we received from the issuance of the outstanding notes in
December 1997 were used as follows:                                             

- approximately $33.6 million was used to fund the Atlas acquisition, 
  including $19.8 million to purchase Atlas stock and $13.8 million to
retire Atlas debt;                                                

    - approximately $9.5 million was used to repay borrowings under our senior
credit facility;                                                  

- approximately $6.0 million was used to repay our other borrowings;  

    - approximately $5.3 million was used to pay fees and expenses relating to
the offering;                                                     

    - approximately $3.1 million was used to purchase and install software for
accounting and human resource applications;                       

 - approximately $1.7 million was used to fund the Timmons-Sheehan, Inc.
acquisition;                                                      

   - the remaining $40.8 million was used to provide working capital and for
       general corporate purposes, and will be used to fund future acquisitions.

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CAPITALIZATION

 The following table sets forth the capitalization of Richmont Marketing
Specialists as of March 31, 1999. This table should be read in conjunction with 
the historical financial statements of Richmont Marketing Specialists and the   
related notes which are included elsewhere in this prospectus.                  

                                                        [Enlarge/Download Table]

                                                                    AS OF            
                                                               MARCH 31, 1999        
                                                               --------------        
                                                           (DOLLARS IN THOUSANDS)    
                                                                                     
Cash and cash equivalents...............................                $ 21,978,001 
                                                                        ============ 
Long-term obligations (including current maturities):                                
  Senior credit facility(1)............................. $         --                
  Notes payable.........................................   22,958,722                
  Capital lease obligations.............................    1,850,022                
  Deferred obligations(2)...............................   44,201,760                
  Outstanding notes.....................................  100,000,000                
                                                         ------------                
          Total long-term obligations...................                $169,010,504 
Shareholders' deficit...................................                 (33,240,019)
                                                                        ------------ 
          Total capitalization..........................                $135,770,485 
                                                                        ============ 

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

(1) The senior credit facility requires Richmont Marketing Specialists to       
    maintain certain financial ratios and meet certain indebtedness tests. As of
March 31, 1999, Richmont Marketing Specialists was in default of certain
  covenant requirements of the senior credit facility. Under an amendment to
the senior credit facility which management expects to negotiate, all   
covenants would be waived through September 30, 1999. At March 31, 1999,
   there were no borrowings under the facility. However, a $1.3 million letter
of credit was outstanding. If the senior credit facility is not amended,
  Richmont Marketing Specialists will have no borrowings available under the
    facility. If the amendment to the senior credit facility is obtained and the
terms of the borrowing base calculation remain the same, the amount     
available for borrowings under the facility at March 31, 1999 would be  
approximately $10.6 million.                                            

(2) At March 31, 1999, deferred obligations consisted of obligations of         
  approximately $12.5 million under covenants not to compete and obligations
of approximately $31.7 million under deferred payment and compensation  
plans. See "Financial Statements" and the accompanying notes for an     
explanation of these items and for further detail.                      

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THE EXCHANGE OFFER

Purpose of the Exchange Offer                                               

 When we sold the outstanding notes in December 1997, we entered into an
exchange and registration rights agreement with the initial purchasers of those 
notes. Under the exchange and registration rights agreement, we agreed to file a
registration statement regarding the exchange of the outstanding notes for notes
which are registered under the Securities Act of 1933. We also agreed to use our
reasonable best efforts to cause the registration statement to become effective 
with the Securities and Exchange Commission, and to conduct this exchange offer 
after the registration statement is declared effective. We will use our best    
efforts to keep this registration statement effective at least until the        
exchange offer is completed. The exchange and registration rights agreement     
provides that we will be required to pay liquidated damages to the holders of   
the outstanding notes if:                                                       

  (1) the registration statement is not filed by April 19, 1999;

       (2) the registration statement is not declared effective by May 19,
1999; or                                                              

   (3) the exchange offer has not been completed by June 19, 1999.

A copy of the exchange and registration rights agreement is filed as an exhibit 
to the registration statement to which this prospectus is a part.               

Terms of the Exchange Offer                                                 

This prospectus and the accompanying letter of transmittal together   
constitute the exchange offer. Upon the terms and subject to the conditions set 
forth in this prospectus and in the letter of transmittal, we will accept for   
exchange outstanding notes which are properly tendered on or before the         
expiration date and are not withdrawn as permitted below. The expiration date   
for this exchange offer is midnight, New York City time, on July 21, 1999, or   
such later date and time to which we, in our sole discretion, extend the        
exchange offer.                                                                 

    The form and terms of the notes being issued in the exchange offer are the
same as the form and terms of the outstanding notes, except that:               

   (1) the notes being issued in the exchange offer will have been
registered under the Securities Act;                                  

(2) the notes issued in the exchange offer will not bear the
  restrictive legends restricting their transfer under the Securities Act;
and                                                                   

         (3) the notes being issued in the exchange offer will not contain the
registration rights and liquidated damages provisions contained in the
outstanding notes.                                                    

Notes tendered in the exchange offer must be in denominations of the  
principal amount of $1,000 and any integral multiple thereof.                   

We expressly reserve the right, in our sole discretion:               

(1) to extend the expiration date;                          

(2) to delay accepting any outstanding notes;               

         (3) if any of the conditions set forth below under " -- Conditions to
the Exchange Offer" have not been satisfied, to terminate the exchange
offer and not accept any notes for exchange; or                       

(4) to amend the exchange offer in any manner.              

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We will give oral or written notice of any extension, delay,          
non-acceptance, termination or amendment as promptly as practicable by a public 
announcement, and in the case of an extension, no later than 9:00 a.m., New York
City time, on the next business day after the previously scheduled expiration   
date.                                                                           

    During an extension, all outstanding notes previously tendered will remain
subject to the exchange offer and may be accepted for exchange by us. Any       
outstanding notes not accepted for exchange for any reason will be returned     
without cost to the holder that tendered them as promptly as practicable after  
the expiration or termination of the exchange offer.                            

How to Tender Notes for Exchange                                            

When the holder of outstanding notes tenders, and we accept, notes for
exchange, a binding agreement between us and the tendering holder is created,   
subject to the terms and conditions set forth in this prospectus and the        
accompanying letter of transmittal. Except as set forth below, a holder of      
outstanding notes who wishes to tender notes for exchange must do so on or prior
to the expiration date:                                                         

 (1) transmit a properly completed and duly executed letter of
transmittal, including all other documents required by such letter of 
  transmittal, to Chase Bank of Texas, National Association, the "exchange
    agent", at the address set forth below under the heading "Exchange Agent";
or                                                                    

       (2) if notes are tendered pursuant to the book-entry procedures set
   forth below, the tendering holder must transmit an agent's message to the
   exchange agent at the address set forth below under the heading "Exchange
Agent."                                                               

In addition, either:                                                            

(1) the exchange agent must receive the certificates for the
outstanding notes and the letter of transmittal;                      

        (2) the exchange agent must receive, prior to the expiration date, a
    timely confirmation of the book-entry transfer of the notes being tendered
    into the exchange agent's account at the Depository Trust Company, or DTC,
along with the letter of transmittal or an agent's message; or        

      (3) the holder must comply with the guaranteed delivery procedures
described below.                                                      

The term "agent's message" means a message, transmitted to the DTC and received 
by the exchange agent and forming a part of a book-entry transfer, which states 
that the DTC has received an express acknowledgment that the tendering holder   
agrees to be bound by the letter of transmittal and that we may enforce the     
letter of transmittal against such holder.                                      

     THE METHOD OF DELIVERY OF THE OUTSTANDING NOTES, THE LETTERS OF TRANSMITTAL
AND ALL OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE HOLDERS. IF 
SUCH DELIVERY IS BY MAIL, WE RECOMMEND REGISTERED MAIL, PROPERLY INSURED, WITH  
RETURN RECEIPT REQUESTED. IN ALL CASES, YOU SHOULD ALLOW SUFFICIENT TIME TO     
ASSURE TIMELY DELIVERY. NO LETTERS OF TRANSMITTAL OR NOTES SHOULD BE SENT       
DIRECTLY TO US.                                                                 

 Signatures on a letter of transmittal or a notice of withdrawal, as the
case may be, must be guaranteed unless the notes surrendered for exchange are   
tendered:                                                                       

      (1) by a holder of outstanding notes who has not completed the box
     entitled "Special Issuance Instructions" or "Special Delivery Instructions"
on the letter of transmittal; or                                      

(2) for the account of an eligible institution.             

An "eligible institution" is a firm which is a member of a registered national  
securities exchange or a member of the National Association of Securities       
Dealers, Inc., or a commercial bank or trust company having an office or        
correspondent in the United States.                                             

If signatures on a letter of transmittal or notice of withdrawal are  
required to be guaranteed, the guarantor must be an eligible institution. If    
notes are registered in the name of a person other than the signer of the letter
of transmittal, the notes surrendered for exchange must be endorsed by, or      
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accompanied by a written instrument or instruments of transfer or exchange, in  
satisfactory form as determined by us in our sole discretion, duly executed by  
the registered holder with the holder's signature guaranteed by an eligible     
institution.                                                                    

   We will determine all questions as to the validity, form, eligibility and
acceptance of notes tendered for exchange in our sole discretion, including     
questions as to time of receipt. Our determination will be final and binding. We
reserve the absolute right to:                                                  

   (1) reject any and all tenders of any note improperly tendered;

        (2) refuse to accept any note if, in our judgment or the judgment of
our counsel, acceptance of the note may be deemed unlawful; and       

         (3) waive any defects or irregularities or conditions of the exchange
     offer as to any particular note either before or after the expiration date,
   including the right to waive the ineligibility of any holder who seeks to
tender notes in the exchange offer.                                   

Our interpretation of the terms and conditions of the exchange offer as to any  
particular notes either before or after the expiration date, including the      
letter of transmittal and the instructions to it, will be final and binding on  
all parties. Holders must cure any defects and irregularities in connection with
tenders of notes for exchange within such reasonable period of time as we will  
determine, unless we waive such defects or irregularities. Neither we, the      
exchange agent nor any other person shall be under any duty to give notification
of any defect or irregularity with respect to any tender of notes for exchange, 
nor shall any of us incur any liability for failure to give such notification.  

   If a person or persons other than the registered holder or holders of the
outstanding notes tendered for exchange signs the letter of transmittal, the    
tendered notes must be endorsed or accompanied by appropriate powers of         
attorney, in either case signed exactly as the name or names of the registered  
holder or holders that appear on the outstanding notes.                         

If trustees, executors, administrators, guardians, attorneys-in-fact, 
officers of corporations or others acting in a fiduciary or representative      
capacity sign the letter of transmittal or any notes or any power of attorney,  
such persons should so indicate when signing, and you must submit proper        
evidence satisfactory to us of such person's authority to so act unless we waive
this requirement.                                                               

  By tendering, each holder will represent to us that, among other things,
that the person acquiring notes in the exchange offer is obtaining them in the  
ordinary course of its business, whether or not such person is the holder, and  
that neither the holder nor such other person has any arrangement or            
understanding with any person to participate in the distribution of the notes   
issued in the exchange offer. If any holder or any such other person is an      
"affiliate," as defined under Rule 405 of the Securities Act, of Richmont       
Marketing Specialists, or is engaged in or intends to engage in or has an       
arrangement or understanding with any person to participate in a distribution of
such notes to be acquired in the exchange offer, such holder or any such other  
person:                                                                         

          (1) may not rely on the applicable interpretations of the staff of the
SEC; and                                                              

 (2) must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with any resale      
transaction.                                                          

Each broker-dealer who acquired its outstanding notes as a result of  
market-making activities or other trading activities and thereafter receives    
notes issued for its own account in the exchange offer, must acknowledge that it
will deliver a prospectus in connection with any resale of such notes issued in 
the exchange offer. 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. See "Plan of   
Distribution" for a discussion of the exchange and resale obligations of        
broker-dealers in connection with the exchange offer.                           

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 Acceptance of Outstanding Notes for Exchange; Delivery of Notes Issued in the
Exchange Offer                                                                  

     Upon satisfaction or waiver of all of the conditions to the exchange offer,
we will accept, promptly after the expiration date, all outstanding notes       
properly tendered and will issue notes registered under the Securities Act. For 
purposes of the exchange offer, we shall be deemed to have accepted properly    
tendered outstanding notes for exchange when, as and if we have given oral or   
written notice to the exchange agent, with written confirmation of any oral     
notice to be given promptly thereafter. See "-- Conditions to the Exchange      
Offer" for a discussion of the conditions that must be satisfied before we      
accept any notes for exchange.                                                  

    For each outstanding note accepted for exchange, the holder will receive a
note registered under the Securities Act having a principal amount equal to that
of the surrendered outstanding note. Accordingly, registered holders of notes   
issued in the exchange offer on the relevant record date for the first interest 
payment date following the consummation of the exchange offer will receive      
interest accruing from the most recent date to which interest has been paid or, 
if no interest has been paid on the outstanding notes, from December 19, 1997.  
Outstanding notes that we accept for exchange will cease to accrue interest from
and after the date of consummation of the exchange offer. Under the exchange and
registration rights agreement, we may be required to make additional payments in
the form of liquidated damages to the holders of the outstanding notes under    
circumstances relating to the timing of the exchange offer.                     

 In all cases, we will issue notes in the exchange offer for outstanding
notes that are accepted for exchange only after the exchange agent timely       
receives:                                                                       

      (1) certificates for such outstanding notes or a timely book-entry
     confirmation of such outstanding notes into the exchange agent's account at
the DTC;                                                              

          (2) a properly completed and duly executed letter of transmittal or an
agent's message; and                                                  

(3) all other required documents.                           

 If for any reason set forth in the terms and conditions of the exchange
offer we do not accept any tendered outstanding notes, or if a holder submits   
outstanding notes for a greater principal amount than the holder desires to     
exchange, we will return such unaccepted or non-exchanged notes without cost to 
the tendering holder. In the case of notes tendered by book-entry transfer into 
the exchange agent's account at the DTC, such non-exchanged notes will be       
credited to an account maintained with the DTC. We will return the notes or have
them credited to the DTC account as promptly as practicable after the expiration
or termination of the exchange offer.                                           

Book Entry Transfers                                                        

     The exchange agent will make a request to establish an account with respect
to the outstanding notes at the DTC for purposes of the exchange offer within 2 
business days after the date of this prospectus. Any financial institution that 
is a participant in the DTC's systems must make book-entry delivery of          
outstanding notes by causing the DTC to transfer such outstanding notes into the
exchange agent's account at the DTC in accordance with the DTC's procedures for 
transfer. Such participant should transmit its acceptance to the DTC on or prior
to the expiration date or comply with the guaranteed delivery procedures        
described below. DTC will verify such acceptance, execute a book-entry transfer 
of the tendered outstanding notes into the exchange agent's account at DTC and  
then send to the exchange agent confirmation of such book-entry transfer. The   
confirmation of such book-entry transfer will include an agent's message        
confirming that DTC has received an express acknowledgment from such participant
that such participant has received and agrees to be bound by the letter of      
transmittal and that we may enforce the letter of transmittal against such      
participant. Delivery of notes issued in the exchange offer may be effected     
through book-entry transfer at DTC. However, the letter of transmittal or       
facsimile thereof or an agent's message, with any required signature guarantees 
and any other required documents, must:                                         

   (1) be transmitted to and received by the exchange agent at the
address set forth below under "-- Exchange Agent" on or prior to the  
expiration date; or                                                   

       (2) comply with the guaranteed delivery procedures described below.
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Guaranteed Delivery Procedures                                              

If a holder of outstanding notes desires to tender such notes and the 
holder's notes are not immediately available, or time will not permit such      
holder's notes or other required documents to reach the exchange agent before   
the expiration date, or the procedure for book-entry transfer cannot be         
completed on a timely basis, a tender may be effected if:                       

     (1) the holder tenders the notes through an eligible institution;

      (2) prior to the expiration date, the exchange agent receives from
    such eligible institution a properly completed and duly executed notice of
guaranteed delivery, substantially in the form we have provided, by   
 telegram, telex, facsimile transmission, mail or hand delivery, setting
  forth the name and address of the holder of the notes being tendered and
   the amount of the notes being tendered. The notice of guaranteed delivery
   shall state that the tender is being made and guarantee that within 3 New
    York Stock Exchange trading days after the date of execution of the notice
     of guaranteed delivery, the certificates for all physically tendered notes,
    in proper form for transfer, or a book-entry confirmation, as the case may
be, together with a properly completed and duly executed letter of    
   transmittal or agent's message with any required signature guarantees and
     any other documents required by the letter of transmittal will be deposited
by the eligible institution with the Exchange Agent; and              

       (3) the exchange agent receives the certificates for all physically
  tendered outstanding notes, in proper form for transfer, or a book-entry
  confirmation, as the case may be, together with a properly completed and
  duly executed letter of transmittal or agent's message with any required
signature guarantees and any other documents required by the letter of
   transmittal, within 3 New York Stock Exchange trading days after the date
of execution of the notice of guaranteed delivery.                    

Withdrawal Rights                                                           

 You may withdraw tenders of your outstanding notes at any time prior to
midnight, New York City time, on the expiration date.                           

For a withdrawal to be effective, you must send a written notice of   
withdrawal to the exchange agent at one of the addresses set forth below under  
"-- Exchange Agent." Any such notice of withdrawal must:                        

      (1) specify the name of the person having tendered the outstanding
notes to be withdrawn;                                                

     (2) identify the outstanding notes to be withdrawn, including the
principal amount of such outstanding notes; and                       

         (3) where certificates for outstanding notes are transmitted, specify
    the name in which outstanding notes are registered, if different from that
of the withdrawing holder.                                            

If certificates for outstanding notes have been delivered or otherwise          
identified to the exchange agent, then, prior to the release of such            
certificates the withdrawing holder must also submit the serial numbers of the  
particular certificates to be withdrawn and signed notice of withdrawal with    
signatures guaranteed by an eligible institution unless such holder is an       
eligible institution. If notes have been tendered pursuant to the procedure for 
book-entry transfer described above, any notice of withdrawal must specify the  
name and number of the account at the DTC to be credited with the withdrawn     
notes and otherwise comply with the procedures of such facility. We will        
determine all questions as to the validity, form and eligibility of such        
notices, including questions as to time of receipt; our determination will be   
final and binding on all parties. Any tendered notes so withdrawn will be deemed
not to have been validly tendered for exchange for purposes of the exchange     
offer. Any notes which have been tendered for exchange but which are not        
exchanged for any reason will be returned to the holder thereof without cost to 
such holder. In the case of notes tendered by book-entry transfer into the      
exchange agent's account at the DTC, the notes withdrawn will be credited to an 
account maintained with the DTC for the outstanding notes. The notes will be    
returned or credited to the DTC account as soon as practicable after withdrawal,
rejection of tender or                                                          

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termination of the exchange offer. Properly withdrawn notes may be re-tendered  
by following one of the procedures described under "-- How to Tender Notes for  
Exchange" above at anytime on or prior to midnight, New York City time, on the  
expiration date.                                                                

Conditions to the Exchange Offer                                            

We are not required to accept for exchange, or to issue notes in the  
exchange offer for any outstanding notes. We may terminate or amend the exchange
offer, if at any time before the acceptance of such outstanding notes for       
exchange:                                                                       

    (1) any federal law, statute, rule or regulation shall have been
    adopted or enacted which, in our judgment, would reasonably be expected to
impair our ability to proceed with the exchange offer;                

       (2) any stop order shall be threatened or in effect with respect to
   the registration statement of which this prospectus constitutes a part or
   the qualification of the indenture under the Trust Indenture Act of 1939,
as amended; or                                                        

         (3) there shall occur a change in the current interpretation by staff
     of the Securities and Exchange Commission which permits the notes issued in
    the exchange offer in exchange for the outstanding notes to be offered for
resale, resold and otherwise transferred by such holders, other than  
broker-dealers and any such holder which is an "affiliate" of Richmont
   Marketing Specialists within the meaning of Rule 405 under the Securities
Act, without compliance with the registration and prospectus delivery 
    provisions of the Securities Act, provided that such notes acquired in the
exchange offer 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 notes issued in the 
exchange offer.                                                       

  The preceding conditions are for our sole benefit and we may assert them
regardless of the circumstances giving rise to any such condition. We may waive 
the preceding conditions in whole or in part at any time and from time to time  
in our sole discretion. If we do so, the exchange offer will remain open for at 
least 3 business days following any waiver of the preceding conditions. Our     
failure at any time to exercise the foregoing rights shall not be deemed a      
waiver of any such right and each such right shall be deemed an ongoing right   
which we may assert at any time and from time to time.                          

The Exchange Agent                                                          

Chase Bank of Texas, National Association has been appointed as our   
exchange agent for the exchange offer. All executed letters of transmittal      
should be directed to our exchange agent at the address set forth below.        
Questions and requests for assistance, requests for additional copies of this   
prospectus or of the letter of transmittal and requests for notices of          
guaranteed delivery should be directed to the exchange agent addressed as       
follows:                                                                        

Main Delivery To: 
Chase Bank of Texas, National Association, as Exchange Agent

                                                                [Download Table]
                                                                                  
By mail, hand or overnight courier to:     By Facsimile (for eligible institutions
                                           only):                                 
Chase Bank of Texas, National Association  (214) 672-5746                         
1201 Main Street -- 18th Floor                                                    
Dallas, TX 75201                           Confirm by telephone:                  
Att: Frank Ivins -- Confidential           (214) 672-5678                         

     DELIVERY OF THE LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF SUCH LETTER OF TRANSMITTAL VIA FACSIMILE OTHER THAN AS 
SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY OF SUCH LETTER OF          
TRANSMITTAL.                                                                    

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Fees and Expenses                                                           

We will not make any payment to brokers, dealers, or others soliciting
acceptance of the exchange offer except for reimbursement of mailing expenses.  

    The estimated cash expenses to be incurred in connection with the exchange
offer will be paid by us and are estimated in the aggregate to be approximately 
$1.0 million.                                                                   

Transfer Taxes                                                              

Holders who tender their outstanding notes for exchange will not be   
obligated to pay any transfer taxes in connection with the exchange. If,        
however, notes issued in the exchange offer are to be delivered to, or are to be
issued in the name of, any person other than the holder of the notes tendered,  
or if a transfer tax is imposed for any reason other than the exchange of       
outstanding notes in connection with the exchange offer, then the holder must   
pay any such transfer taxes, whether imposed on the registered holder or on any 
other person. If satisfactory evidence of payment of, or exemption from, such   
taxes is not submitted with the letter of transmittal, the amount of such       
transfer taxes will be billed directly to the tendering holder.                 

Consequences of Failure to Exchange Outstanding Notes                       

    Holders who desire to tender their outstanding notes in exchange for notes
registered under the Securities Act should allow sufficient time to ensure      
timely delivery. Neither the exchange agent nor Richmont Marketing Specialists  
is under any duty to give notification of defects or irregularities with respect
to the tenders of notes for exchange.                                           

  Outstanding 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 provisions in the indenture regarding the transfer and exchange of the   
outstanding notes and the existing restrictions on transfer set forth in the    
legend on the outstanding notes and in the offering circular dated December 19, 
1997, relating to the outstanding notes. Except in limited circumstances with   
respect to specific types of holders of outstanding notes, we will have no      
further obligation to provide for the registration under the Securities Act of  
such outstanding notes. In general, outstanding notes, unless registered under  
the Securities Act, may not be offered or sold except pursuant to an exemption  
from, or in a transaction not subject to, the Securities Act and applicable     
state securities laws. We do not currently anticipate that we will take any     
action to register the outstanding notes under the Securities Act or under any  
state securities laws.                                                          

 Upon completion of the exchange offer, holders of the outstanding notes
will not be entitled to any further registration rights under the exchange and  
registration rights agreement, except under limited circumstances.              

     Holders of the notes issued in the exchange offer and any outstanding notes
which remain outstanding after consummation of the exchange offer will vote     
together as a single class for purposes of determining whether holders of the   
requisite percentage of the class have taken certain actions or exercised       
certain rights under the indenture.                                             

Consequences of Exchanging Outstanding Notes                                

     Based on interpretations of the staff of the SEC, as set forth in no-action
letters to third parties, we believe that the notes issued in the exchange offer
may be offered for resale, resold or otherwise transferred by holders of such   
notes, other than by any holder which is an "affiliate" of Richmont Marketing   
Specialists within the meaning of Rule 405 under the Securities Act. Such notes 
may be offered for resale, resold or otherwise transferred without compliance   
with the registration and prospectus delivery provisions of the Securities Act, 
if:                                                                             

   (1) such notes issued in the exchange offer are acquired in the
ordinary course of such holder's business; and                        

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     (2) such holder, other than broker-dealers, has no arrangement or
  understanding with any person to participate in the distribution of such
notes issued in the exchange offer.                                   

    However, the SEC has not considered the exchange offer in the context of a
no-action letter and we cannot guarantee that the staff of the SEC would make a 
similar determination with respect to the exchange offer as in such other       
circumstances.                                                                  

Each holder, other than a broker-dealer, must furnish a written       
representation, at our request, that:                                           

 (1) it is not an affiliate of Richmont Marketing Specialists;

 (2) it is not engaged in, and does not intend to engage in, a
distribution of the notes issued in the exchange offer and has no     
arrangement or understanding to participate in a distribution of notes
issued in the exchange offer; and                                     

     (3) it is acquiring the notes issued in the exchange offer in the
ordinary course of its business.                                      

     Each broker-dealer that receives notes issued in the exchange offer for its
own account in exchange for outstanding notes must acknowledge that such        
outstanding notes were acquired by such broker-dealer as a result of            
market-making or other trading activities and that it will deliver a prospectus 
in connection with any resale of such notes issued in the exchange offer. See   
"Plan of Distribution" for a discussion of the exchange and resale obligations  
of broker-dealers in connection with the exchange offer.                        

     In addition, to comply with state securities laws of certain jurisdictions,
the notes issued in the exchange offer may not be offered or sold in any state  
unless they have been registered or qualified for sale in such state or an      
exemption from registration or qualification is available and complied with by  
the holders selling the notes. We have agreed in the exchange and registration  
rights agreement that, prior to any public offering of transfer restricted      
securities, we will register or qualify the transfer restricted securities for  
offer or sale under the securities laws of any jurisdiction requested by a      
holder. Unless a holder requests, we currently do not intend to register or     
qualify the sale of the notes issued in the exchange offer in any state where an
exemption from registration or qualification is required and not available.     
"Transfer restricted securities" means each note until:                         

        (1) the date on which such note has been exchanged by a person other
than a broker-dealer for a note in the exchange offer;                

          (2) following the exchange by a broker-dealer in the exchange offer of
    a note for a note issued in the exchange offer, the date on which the note
    issued in the exchange offer is sold to a purchaser who receives from such
broker-dealer on or prior to the date of such sale a copy of this     
prospectus;                                                           

         (3) the date on which such note has been effectively registered under
    the Securities Act and disposed of in accordance with a shelf registration
 statement that we file in accordance with the exchange and registration
rights agreement; or                                                  

     (4) the date on which such note is distributed to the public in a
transaction under Rule 144 of the Securities Act.                     

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SELECTED HISTORICAL FINANCIAL DATA

    In the table below, we provide you with selected historical financial data
for Richmont Marketing Specialists. We have prepared this information using the 
consolidated financial statements of Richmont Marketing Specialists or its      
predecessor Marketing Specialists Sales Company for the five years ended        
December 31, 1998 and for the three months ended March 31, 1999 and 1998. The   
statement of operations data for the 4 years ended December 31, 1998 and the    
balance sheet data at December 31, 1998, 1997, 1996 and 1995 has been derived   
from our audited financial statements for those periods. The information for the
year ended December 31, 1994 and for the three months ended March 31, 1999 and  
1998 and the balance sheet data at December 31, 1994 and March 31, 1999 is      
unaudited. The selected historical financial information set forth below as of  
and for the three months ended March 31, 1999 and 1998 was derived from         
unaudited financial statements which, in the opinion of management, reflect all 
normal recurring adjustments necessary for the fair presentation of these       
financial statements. The results of operations for the three months ended March
31, 1999 are not necessarily indicative of the results of operations to be      
expected for the full year.                                                     

   The statement of operations and balance sheet data includes the operating
results and assets and liabilities of Bromar since its acquisition on October   
31, 1996, Tower since its acquisition on May 31, 1997 and Atlas since its       
acquisition on December 19, 1997. Richmont Marketing Specialists has accounted  
for the Atlas acquisition effective December 31, 1997 for financial reporting   
purposes. The results of operations of Atlas during the period December 19, 1997
through December 31, 1997 were not material.                                    

     When you read this historical financial data, it is important that you read
along with it the historical financial statements and related notes, and        
"Management's Discussion and Analysis of Financial Condition and Results of     
Operations," all of which are included in this prospectus.                      

                                                        [Enlarge/Download Table]

                                                 THREE MONTHS ENDED                                                         
                                                      MARCH 31,                        YEAR ENDED DECEMBER 31,              
                                              -------------------------   ------------------------------------------------- 
                                                 1999          1998         1998       1997      1996      1995      1994   
                                              -----------   -----------   --------   --------   -------   -------   ------- 
                                                              (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)                 
                                              (UNAUDITED)   (UNAUDITED)                                                     
                                                                                                                            
STATEMENT OF OPERATIONS DATA:                                                                                               
Revenue......................................  $ 52,503      $ 53,089     $218,294   $155,932   $73,447   $49,612   $46,359 
Operating expenses:                                                                                                         
  Salaries, fringe benefits                                                                                                 
    and bonuses..............................    34,089        34,390      135,934     98,036    46,486    31,805    30,722 
  Automobiles and related expenses...........     4,761         4,655       18,989     14,477     6,944     4,369     4,223 
  Sales and marketing expense................     3,790         3,229       13,866     11,122     5,181     3,718     1,880 
  Lease restructure charge...................        --            --        1,700         --        --        --        -- 
  General and administrative expense.........     9,173         6,975       31,827     22,005    10,804     7,582     6,265 
  Depreciation and amortization..............     7,280         9,640       32,735     14,355     5,554     2,786     2,551 
                                               --------      --------     --------   --------   -------   -------   ------- 
         Total expenses......................    59,093        58,889      235,051    159,995    74,969    50,260    45,641 
                                               --------      --------     --------   --------   -------   -------   ------- 
Operating (loss) income......................    (6,590)       (5,800)     (16,757)    (4,063)   (1,522)     (648)      718 
Interest expense.............................     4,297         4,316       17,489      5,409     2,671     1,998     1,742 
Other income (expense).......................       313           754        1,836        876       509       505        (9)
                                               --------      --------     --------   --------   -------   -------   ------- 
Loss before taxes............................   (10,574)       (9,362)     (32,410)    (8,596)   (3,684)   (2,141)   (1,033)
Income tax expense (benefit).................      (362)       (1,594)         (73)    (1,169)     (552)      138        60 
                                               --------      --------     --------   --------   -------   -------   ------- 
Net loss.....................................  $(10,212)     $ (7,768)    $(32,337)  $ (7,427)  $(3,132)  $(2,279)  $(1,093)
                                               ========      ========     ========   ========   =======   =======   ======= 
Net loss per share...........................  $ (74.20)     $ (56.44)    $(234.95)  $ (53.96)  $(34.80)  $(23.43)  $ (8.27)
                                               ========      ========     ========   ========   =======   =======   ======= 
BALANCE SHEET DATA                                                                                                          
  (END OF PERIOD):                                                                                                          
Total assets.................................  $165,446      $203,140     $174,762   $211,530   $84,655   $23,893   $21,719 
Long-term obligations, including current                                                                                    
  maturities.................................   169,011       176,515      171,230    177,916    51,661    26,923    21,505 
Shareholders' equity (deficit)...............   (33,240)        1,541      (23,028)     9,309    11,736    (8,838)   (4,820)
OTHER FINANCIAL DATA:                                                                                                       
Ratio of Earnings to Fixed Charges(a)........        --            --           --         --        --        --        -- 

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

(a) For purposes of this calculation, "earnings" consist of income (loss) before
income taxes (benefit) and fixed charges. "Fixed charges" consist of    
   interest expense, amortization of deferred financing fees and the component
of rental expense believed by management to be representative of the    
   interest factor thereon, deemed to be one-third of rental expense. Earnings
were insufficient to cover fixed charges by $32.4 million, $8.6 million,
   $3.7 million, $2.1 million, and $1 million for the years ended December 31,
1998, 1997, 1996, 1995 and 1994, respectively and $10.6 million and $9.4
 million for the three months ended March 31, 1999 and 1998, respectively.

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  The following table sets forth certain operating data as a percentage of
revenue for the periods indicated.                                              

                                                        [Enlarge/Download Table]

                                      THREE MONTHS ENDED                                                 
                                          MARCH 31,                    YEAR ENDED DECEMBER 31,           
                                  --------------------------  -----------------------------------------  
                                     1999           1998      1998     1997     1996     1995     1994   
                                  -----------    -----------  -----    -----    -----    -----    -----  
                                  (UNAUDITED)    (UNAUDITED)                                             
                                                                                                         
Revenue..........................    100.0%         100.0%    100.0%   100.0%   100.0%   100.0%   100.0% 
Operating expenses:                                                                                      
  Salaries, fringe benefits and                                                                          
    bonuses......................     64.9%          64.8%     62.3%    62.9%    63.3%    64.1%    66.3% 
  Automobiles and related                                                                                
    expenses.....................      9.1%           8.8%      8.7%     9.3%     9.5%     8.8%     9.1% 
  Sales and marketing............      7.2%           6.1%      6.4%     7.1%     7.1%     7.5%     4.1% 
  Lease restructure charge.......      0.0%           0.0%      0.8%     0.0%     0.0%     0.0%     0.0% 
  General and administrative.....     17.5%          13.1%     14.6%    14.1%    14.7%    15.3%    13.5% 
  Depreciation and                                                                                       
    amortization.................     13.9%          18.2%     15.0%     9.2%     7.6%     5.6%     5.5% 
                                     -----          -----     -----    -----    -----    -----    -----  
         Total expenses..........    112.6%         110.9%    107.7%   102.6%   102.1%   101.3%    98.5% 
                                     -----          -----     -----    -----    -----    -----    -----  
Operating income.................    (12.6)%        (10.9)%    (7.7)%   (2.6)%   (2.1)%   (1.3)%    1.5% 
Interest expense.................      8.2%           8.1%      8.0%     3.5%     3.6%     4.0%     3.8% 
Other income (expense)...........      0.6%           1.4%      0.8%     0.6%     0.7%     1.0%     0.0% 
                                     -----          -----     -----    -----    -----    -----    -----  
Loss before taxes................    (20.1)%        (17.6)%   (14.8)%   (5.5)%   (5.0)%   (4.3)%   (2.2)%
Income tax expense (benefit).....     (0.7)%         (3.0)%     0.0%    (0.7)%   (0.8)%    0.3%     0.1% 
                                     -----          -----     -----    -----    -----    -----    -----  
Net loss.........................    (19.5)%        (14.6)%   (14.8)%   (4.8)%   (4.3)%   (4.6)%   (2.4)%
                                     =====          =====     =====    =====    =====    =====    =====  

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

  The following discussion and analysis includes the historical results of
our operations and financial condition. Richmont Marketing Specialists, which   
has no independent operations, was formed for the purpose of serving as the     
holding company for Marketing Specialists Sales Company and its subsidiaries and
Atlas and its subsidiaries. Richmont Marketing Specialists is the primary       
obligor with respect to certain debt obligations, including the notes described 
in this prospectus. This discussion and analysis should be read in conjunction  
with Richmont Marketing Specialists' historical financial statements and        
accompanying footnote disclosures.                                              

HISTORICAL RESULTS OF OPERATIONS                                                

General                                                                     

  Richmont Marketing Specialists is one of the largest food brokers in the
United States, with operations covering the western, southeastern, south        
central, and mid-Atlantic regions of the United States. Richmont Marketing      
Specialists provides a comprehensive array of sales, marketing, merchandising,  
and order management services to over 1700 manufacturers, known as "principals,"
of consumer goods and products. Richmont Marketing Specialists markets the      
products of these manufacturers to leading retailers and wholesalers, known as  
"customers," operating in a variety of trade channels, including grocery stores,
mass merchandisers, membership warehouses, drug stores and convenience stores.  
Richmont Marketing Specialists is generally paid a percentage of product sales  
made by manufacturers to customers. This percentage varies but typically is     
within a range of 3-4% for principal accounts in which we render full services. 
Richmont Marketing Specialists does not assume ownership of the products it     
markets for manufacturers.                                                      

   As part of its growth strategy, Richmont Marketing Specialists has been a
leader in pursuing consolidation opportunities within the food brokerage        
industry. Since the beginning of 1996, Richmont Marketing Specialists has       
completed 14 acquisitions of local and regional food brokerage companies,       
including the acquisitions of Bromar, Tower, and Atlas. Richmont Marketing      
Specialists acquired Bromar in October 1996 for total consideration of          
approximately $29.8 million and assumed approximately $16.5 million in long-term
debt and operating lines of credit. Richmont Marketing Specialists acquired     
Tower in May 1997 for total consideration of approximately $14.4 million and    
assumed approximately $8.9 million in long-term debt. Richmont Marketing        
Specialists acquired Atlas in December 1997 for total consideration of          
approximately $45.7 million and assumed approximately $1.7 million in long-term 
debt. The food brokerage companies that Richmont Marketing Specialists has      
acquired have generally had operating cost structures which include large       
salaries and fringe benefits paid to the owners and other senior managers of    
these companies and operating expenses relating to facilities and order         
management, sales and other administrative functions redundant to those         
performed by Richmont Marketing Specialists.                                    

 On a historical basis, Richmont Marketing Specialists' revenue has been
fairly consistent throughout the year, with some seasonal increase realized     
during the fourth quarter of each year due to increased sales during the holiday
season. Richmont Marketing Specialists does not believe that its revenues have  
been materially affected by inflation or changing prices.                       

Quarter Ended March 31, 1999 Compared to Quarter Ended March 31, 1998       

Revenue for the quarters ended March 31, 1999 as compared to the same 
period in 1998, decreased 1% to $52.5 million from $53.1 million. This decrease 
reflects the continued volatility in the food industry as retailers, food       
companies and brokers continue to consolidate. These consolidations can effect  
the relationship between food companies and their brokers and sometimes result  
in the gains or losses of representation.                                       

   Total operating expenses increased to $59.1 million for the quarter ended
March 31, 1999, as compared to $58.9 million for the quarter ended March 31,    
1998. As a percentage of revenues, operating expenses, excluding amortization   
and depreciation, increased to 98.7% for the quarter ended March 31,            
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1999, as compared to 92.8% for the quarter ended March 31, 1998. This increase  
was primarily attributable to increased travel costs resulting from Richmont    
Marketing Specialists' continued expansion into new markets and costs incurred  
relating to our continued efforts to improve computers, software and            
communications infrastructure. Depreciation and amortization decreased to $7.3  
million, or 13.9% of revenue, in 1999 from $9.6 million, or 18.2% of revenue, in
1998. This decrease was primarily due to the reduction of the estimated useful  
lives of goodwill and trained workforce that resulted in an additional one-time 
charge of $1.7 million of amortization in the first quarter of 1998. As a result
of these factors, the operating loss increased to $6.6 million for the quarter  
ended March 31, 1999, as compared to an operating loss of $5.8 million for the  
quarter ended March 31, 1998.                                                   

    Interest expense was $4.3 million for the quarter ended March 31, 1999 and
1998, primarily relating to the Notes.                                          

     Net loss increased to $10.2 million in the quarter ended March 31, 1999, as
compared to a net loss of $7.8 million in the quarter ended March 31, 1998, as a
result of the factors noted above.                                              

Year Ended December 31, 1998 Compared to Year Ended December 31, 1997       

   Revenue increased to $218.3 million for the year ended December 31, 1998,
as compared to $155.9 million for the year ended December 31, 1997. Richmont    
Marketing Specialists' revenue for the year ended December 31, 1998, include    
$49.4 million attributable to Atlas. Revenue excluding Atlas for the year ended 
December 31, 1998, increased 8.3% to $13 million from revenue for the year ended
December 31, 1997 primarily as a result of the acquisition of Tower in May,     
1997. Revenue included revenue attributable to Tower of $26.2 million for 1998  
and $15.2 million for 1997.                                                     

 Total operating expenses increased to $235.1 million for the year ended
December 31, 1998, as compared to $160 million for the year ended December 31,  
1997. The increase was due primarily to the inclusion of the Tower and Atlas    
operating expenses for the year ended December 31, 1998. As a percentage of     
revenue, however, operating expenses, excluding amortization, depreciation and  
the lease restructure change, decreased to 91.9% of revenue for the year ended  
December 31, 1998, down from 93.4% of revenue for the year ended December 31,   
1997. This decrease was primarily attributable to the ongoing integration of    
acquired businesses and the reduction of headcount appropriate for the current  
revenue base resulting in a reduction of salaries, associated fringe benefits,  
automobiles, and sales and marketing expense. Depreciation and amortization     
increased to $32.7 million, or 15% of revenue, in 1998 from $14.4 million, or   
9.2% of revenue, in 1997. Approximately $8.9 million of the increase is due to  
the amortization of intangible assets resulting from the Tower and Atlas        
acquisitions and approximately $9.4 million of the increase is due to the       
reduction of the estimated useful lives of goodwill and trained workforce. The  
1998 results also include a nonrecurring lease restructure charge of $1.7       
million. As a result of these factors, our operating loss increased to $16.8    
million for the year ended December 31, 1998, as compared to an operating loss  
of $4.1 million for the year ended December 31, 1997. See "-- Accounting and    
Financial Disclosure" for a discussion of the reduction of our amortization     
periods and an explanation of the lease restructure charge.                     

Operating income before depreciation, amortization, and the lease     
restructure charge increased to $17.7 million for the year ended December 31,   
1998, as compared to $10.3 million for the year ended December 31, 1997, as a   
result of the factors noted above.                                              

    Interest expense increased to $17.5 million in the year ended December 31,
1998, as compared to $5.4 million for the year ended December 31, 1997,         
primarily due to the issuance of the notes and increases in outstanding debt    
associated with acquisitions.                                                   

     Net loss increased to $32.3 million in the year ended December 31, 1998, as
compared to a net loss of $7.4 million in the year ended December 31, 1997, as a
result of the factors noted above.                                              

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Year Ended December 31, 1997 Compared to Year Ended December 31, 1996       

   Revenue increased to $155.9 million for the year ended December 31, 1997,
as compared to $73.4 million for the year ended December 31, 1996. The increase 
was primarily attributable to the operations of Bromar and Tower, which were    
acquired by Richmont Marketing Specialists in October 1996 and May 1997,        
respectively. Revenue for the year ended December 31, 1997 included $71.2       
million attributable to Bromar and approximately $15.2 million attributable to  
Tower. Richmont Marketing Specialists' revenue for 1996 included Bromar revenue 
of $11.3 million for the two months ended December 31, 1996. Excluding revenue  
attributable to Bromar and Tower, revenue for the year ended December 31, 1997  
increased 11.9% from the year ended December 31, 1996, as the result of several 
smaller acquisitions.                                                           

Total operating expenses increased to $160 million for the year ended 
December 31, 1997, as compared to $75 million for the year ended December 31,   
1996. The increase was due primarily to the addition of Bromar's operating      
expenses for the entire year and Tower's operating expenses from June 1, 1997.  
As a percentage of revenues, operating expenses excluding amortization and      
depreciation did not change significantly from the previous year, decreasing to 
93.4% for 1997, from 94.5% for 1996.                                            

  Operating income before depreciation and amortization increased to $10.3
million in 1997, as compared to $4 million in 1996, primarily due to the        
inclusion of a full year of Bromar operating activity and seven months of Tower 
operating activity. Operating loss increased to $4.1 million for the year ended 
December 31, 1997, as compared to an operating loss of $1.5 million for the year
ended December 31, 1996, due to additional amortization expenses associated with
the Bromar and Tower acquisitions.                                              

 Interest expense increased to $5.4 million in 1997, as compared to $2.7
million in 1996, primarily due to increases in outstanding debt associated with 
acquisitions completed during the year, increases in operating lines of credit, 
and the issuance of the notes.                                                  

  Net loss increased to $7.4 million in 1997, as compared to a net loss of
$3.1 million in 1996, as a result of the factors noted above.                   

LIQUIDITY AND CAPITAL RESOURCES                                                 

On December 19, 1997, Richmont Marketing Specialists completed a $100 
million offering of notes. The proceeds were used to acquire the common stock of
Atlas for $19.8 million in cash, repay approximately $13.8 million of existing  
Atlas indebtedness, repay approximately $15.5 million of existing Richmont      
Marketing Specialists indebtedness, pay various debt issue costs of             
approximately $5.3 million, and purchase and install software for accounting and
human resource applications totaling $3.1 million. Richmont Marketing           
Specialists intends to use the remaining proceeds primarily for anticipated     
future acquisitions, working capital, and general corporate purposes.           

 Net cash provided by operating activities was $1.7 million for the year
ended December 31, 1998, as compared to net cash provided by operating          
activities of $0.2 million for the same period in 1997. Results for 1998 include
semi-annual interest payments aggregating $10 million during the year related to
the notes.                                                                      

   Net cash used in investing activities was $4.6 million for the year ended
December 31, 1998, as compared to $35.9 million for the year ended December 31, 
1997. The decrease was due primarily to the $33.6 million cash paid toward the  
purchase of Atlas in 1997. Total capital expenditures for the year ended        
December 31, 1998 were $6.8 million as compared to $2.8 million for the year    
ended December 31, 1997. This increase was due to Richmont Marketing            
Specialists' continued effort to significantly improve computers, software and  
communications infrastructure. Richmont Marketing Specialists estimates its     
future requirements for capital expenditures will be approximately $5 million   
per year. Capital expenditures for information technology and systems will be   
made by Richmont Marketing Specialists to keep pace with the rapid changes      
occurring in information technology.                                            

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    Net cash used in financing activities was $11.8 million for the year ended
December 31, 1998, as compared to net cash provided by financing activities of  
$77 million for the year ended December 31, 1997. In the year ended December 31,
1998, Richmont Marketing Specialists received no proceeds from borrowings or    
contributed capital, as compared to net borrowings of $91.8 million and a       
capital contribution of $2.4 million for the year ended December 31, 1997. In   
the year ended December 31, 1997, we paid various debt issue costs of           
approximately $2 million compared to $0.3 million for the year ended December   
31, 1998. In the years ended December 31, 1998 and 1997, Richmont Marketing     
Specialists made principal payments on debt, deferred payment agreements and    
capital lease obligations of $11.5 million and $15.1 million, respectively.     
Payments in 1997 include a non-recurring payment of approximately $1.2 million  
for an acquisition-related note assumed by Richmont Marketing Specialists.      

Richmont Marketing Specialists' long-term obligations totaled $161.8  
million as of December 31, 1998, as compared to $167.2 million as of December   
31, 1997. Our long term obligations at December 31, 1998 consist of $100 million
due under the outstanding notes, approximately $19.5 million payable under      
promissory notes relating to the purchase price of acquired companies,          
approximately $10.6 million due under covenants not to compete, approximately   
$30.3 million payable in deferred payment and compensation arrangements and     
approximately $1.4 million in capital lease obligations. Reductions from 1997   
levels are primarily attributable to scheduled repayments having been made.     
Richmont Marketing Specialists estimates that the total principal and interest  
payments under these various obligations will be approximately $23.2 million in 
1999, $23.0 million in 2000, $22.6 million in 2001, $21.5 million in 2002 and   
$18.2 million in 2003.                                                          

 Effective with the issuance of the notes, the lenders' commitment under
Richmont Marketing Specialists' senior credit facility was increased to $25     
million, subject to borrowing base limitations and compliance with the covenant 
restrictions contained in the credit agreement governing the senior credit      
facility. As of December 31, 1998, no borrowings were outstanding under this    
facility. The amount available under the facility, as amended, was approximately
$12.1 million, net of an outstanding letter of credit in the amount of $1.4     
million. See "Description of Other Debt" for a discussion of the material terms 
of, and restrictions imposed by, our senior credit facility and our other       
indebtedness.                                                                   

 Richmont Marketing Specialists believes that cash flows provided by our
operations, together with our existing cash and amounts available under the     
senior credit facility, should be sufficient to fund our planned acquisitions,  
debt service requirements, working capital needs, capital expenditures, and     
other operating expenses for the next twelve months. We intend to use our       
existing cash to pay the cash portion of the purchase price for the planned     
acquisitions. Richmont Marketing Specialists future operating performance and   
ability to service or refinance the notes will be subject to future economic    
conditions and to financial, business, and other factors, many of which are     
beyond our control.                                                             

   The year 2000 issue exists because many computer systems and applications
currently use two-digit date fields to designate a year. As the century date    
change occurs, date sensitive systems recognize the year 2000 as 1900 or not at 
all. The inability to recognize or properly respond to the year 2000 issue may  
cause information technology (IT) systems and non-IT systems to incorrectly     
process data resulting in among other things, a temporary inability to process  
transactions or otherwise engage in normal business activities. Non-IT systems  
include telephone systems, climate control, copy machines and other comparable  
systems.                                                                        

Our business depends largely upon the ability of customers, including 
grocery stores and mass merchandisers, to place orders through us for the       
products of the manufacturers that we represent. Approximately eighty percent of
all sales placed through us are done so electronically. Upon our receipt of     
these orders, we process and forward these orders electronically to our         
manufacturers. This order management system only works efficiently if our       
computer systems and those of our customers and manufacturers are functioning   
properly. Through our order management system, we also maintain records         
regarding the sales volume we place, which is necessary in determining our      
earned commissions.                                                             

We have completed our assessment of both our IT and non-IT systems for
potential exposure to problems associated with year 2000 issues. Our assessment 
and evaluation efforts have included extensive                                  
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testing of both IT and non-IT systems, discussions with third parties,          
participation in industry-wide committees dedicated to addressing year 2000     
issues and other research.                                                      

Primarily as a result of the implementation of upgrades of the order  
management system and the conversion to PeopleSoft financial systems in 1998, we
believe that we have substantially reduced our potential exposure to operational
disruptions resulting from year 2000 issues. Both the upgrades to the order     
management system and PeopleSoft are year 2000 compliant. PeopleSoft includes   
accounting and human resources applications. The conversion to PeopleSoft was   
part of our overall plan to integrate the operations of recently acquired       
businesses and not in response to year 2000 issues. Similarly, all of the costs 
incurred relating to the improvement of our order management system were        
incurred in connection with planned upgrading activities rather than in response
to the results of our year 2000 compliance evaluation.                          

    The order management system for our operations acquired from Atlas has not
yet been converted, but is scheduled to be upgraded in June 1999. Replacements  
for personal computers, which were not year 2000 compliant, have recently been  
purchased at a cost of approximately $128,000. Following this upgrade and these 
installations, we believe all of our IT systems will be compliant.              

     In addition to our IT systems, we are upgrading our non-IT systems. Testing
was conducted on our telephone systems in each of our offices. Fourteen systems 
were found to be non-compliant. Each of these systems will be replaced with new 
systems by September 30, 1999 at an approximate total cost of $200,000. We have 
engaged in communications with the property management companies of our leased  
properties to assess their plans to ensure that our facilities will be year 2000
compliant. We will continue these communications until we gain assurances that  
the systems within our facilities will be fully operational in the year 2000.   

Assuming the satisfactory operations of universal providers, such as  
utility and telephone companies, our most reasonably likely worst case will be  
the failure by our manufacturers and customers to remedy their own year 2000    
issues. Although we have initiated efforts to communicate with these parties    
regarding their year 2000 plans, we have not received written assurances that   
they have addressed and corrected all expected year 2000 problems which may have
a material adverse effect on us. Our own testing and evaluation efforts of our  
IT systems, including our order management system, have included some of our key
manufacturers and customers. All test orders have been completed successfully.  
We will continue this testing and to gain assurances these third party systems, 
particularly those related to electronic order management, will be operational. 

     We have not completed a comprehensive written contingency plan in the event
that we have not achieved year 2000 compliance including the receipt of         
sufficient assurances from our customers, manufacturers and third-party vendors 
that they are ready. We expect to have one completed by August 1, 1999. Our     
order management system currently includes the ability to fax orders, which some
customers currently use. In preparation for the possibility that all or some    
orders may not be capable of being electronically transmitted, approximately 15 
additional fax machines will be installed and trained personnel in place to     
receive, process and transmit orders by fax. Future contingency plans will also 
include a plan to have employees personally pick up and deliver orders if       
necessary.                                                                      

   We have not delayed any planned projects as a result of year 2000 issues.

ACCOUNTING AND FINANCIAL DISCLOSURE                                             

Effective January 1, 1998, Richmont Marketing Specialists reduced the 
amortization period of goodwill from 10 years to 5 years to more accurately     
reflect the current estimated useful life of the recorded intangibles.          

Richmont Marketing Specialists routinely conducts assessments of its  
personnel, equipment and property to achieve maximum cost efficiencies and      
streamline operations. In connection with this assessment, management approved a
plan to consolidate redundant offices that had resulted from prior business     
acquisitions and to vacate the offices. Richmont Marketing Specialists vacated  
these offices prior                                                             
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to June 30, 1998. The lease terminations occurred in Dallas, Houston and San    
Antonio, Texas, as well as Charlotte, North Carolina. We recorded a charge of   
$1.7 million for the rental payments under the respective lease agreements      
because the abandoned office space had no substantive benefit to us.            

LEGAL PROCEEDINGS                                                               

In the ordinary course of business, various suits and claims are filed
against Richmont Marketing Specialists. We are not a party to any legal         
proceedings that will, in the opinion of our management, have a material adverse
effect on our business or financial condition.                                  

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THE BUSINESS

OVERVIEW                                                                        

  Richmont Marketing Specialists is one of the largest food brokers in the
United States. We represent manufacturers of consumer goods and products. These 
manufacturers are known in the food brokerage industry as "principals." We sell 
and market products of these manufacturers to retailers and wholesalers known in
the industry as "customers." These customers include grocery stores, mass       
merchandisers such as Wal-Mart, membership warehouses such as Sam's Club, drug  
stores and convenience stores. We provide a comprehensive array of sales,       
marketing, merchandising and order management services to our manufacturers and 
customers. Our goal is to maximize the sales volume of our manufacturers'       
products through the various services and technology we provide.                

 Richmont Marketing Specialists has long-term relationships with a large
number of major manufacturers and customers. We employ over 1000 account service
and business development personnel. These employees work closely with           
manufacturers developing and planning sales programs. We also have over 2300    
retail and merchandising employees who implement these sales programs at the    
customers' retail stores, by providing display, shelf management, schematic     
design, pricing and promotional services. We believe that we have built and     
maintained long-term manufacturer and customer relationships by:                

- providing superior sales, marketing, retail and order management    
services;                                                         

     - utilizing information technology to collect and analyze local market data
to optimize sales; and                                            

- providing wide geographic coverage of the country.                  

BUSINESS STRENGTHS                                                              

   Our management believes that Richmont Marketing Specialists benefits from
the following competitive advantages:                                           

     An Industry Leader. Richmont Marketing Specialists has operations primarily
in the western, southeastern, south central and mid-Atlantic regions of the     
United States. Our size and market penetration enable us to effectively develop 
and execute product sales plans across multiple geographic regions for our      
manufacturers and customers. Our knowledge of local and regional markets allows 
us to customize these plans for our manufacturers and customers based on local  
conditions.                                                                     

  Dedicated Client Support of Principals and Customers. Richmont Marketing
Specialists' reputation for quality and service, as well as our broad geographic
presence, has enabled us to establish and strengthen our long-term relationships
with our manufacturers and customers. Senior account executives maintain primary
relationships with manufacturers and customers and work with them to develop    
sales programs. We employ retail representatives to support our manufacturers'  
merchandising efforts in the retail stores. These employees gain a working      
knowledge of their manufacturers' accounts and develop a close working          
relationship with store managers. This dedicated client support to manufacturers
and customers gives us a competitive advantage over competitors that provide    
similar services primarily through temporary workers less knowledgeable about   
the local markets.                                                              

Innovative Marketing Through Use of Technology and Market             
Information. Richmont Marketing Specialists has access to extensive local market
data which tracks the sales performance of our manufacturers' products. We use  
both retail information that we collect and data that we receive from national  
marketing research companies, including Nielsen and Information Resources Inc.  
We developed an information technology system that collects and downloads       
individual store sales data into a central reporting system. We use             
store-specific product information, local demographic information and           
information about store conditions to understand consumer buying habits in local
markets. From this knowledge, we develop and execute targeted consumer          
promotions for our manufacturers' products and strategic marketing plans for    
manufacturers and customers. Category analysts work inside many major grocery   
stores to assist the retailers with shelf schematics, category layouts and total
store space plans. We                                                           

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maximize the efficiency of our communications with manufacturers and customers  
through local and wide area networks. We also utilize an electronic data        
interchange system, commonly referred to as "EDI", to process customer orders.  
This system allows us to process orders in a more timely and efficient manner.  
We believe that our customer relationships are strengthened by providing these  
services, which also serves to attract new manufacturers.                       

BUSINESS STRATEGY                                                               

Through our acquisitions of smaller regional food brokers, Richmont   
Marketing Specialists was an early leader in pursuing consolidation             
opportunities within the food brokerage industry. In addition to the            
acquisitions we have completed, we plan to provide a local presence in each     
location where customers purchase products, referred to within the industry as  
"procurement points", and retail coverage for our manufacturers' products. We   
expect to maintain our high level of service to manufacturers and customers     
while we continue our growth strategy. We intend to achieve our strategy through
the following measures:                                                         

     Pursue Consolidation Strategy. Richmont Marketing Specialists believes that
national manufacturers prefer to deal with a small number of brokers, each with 
an ability to cover a large region of the country. We therefore believe that    
strategic acquisitions allow us to better serve the manufacturers we already    
represent and to attract new manufacturers seeking nationwide coverage. We took 
a large step toward achieving our goal of nationwide coverage with our          
acquisition of Atlas Marketing Company, Inc. in 1997, which helped us to        
establish a presence in the southeast and mid-Atlantic areas of the country. We 
continue to seek consolidation opportunities within the food brokerage industry 
to achieve our goal.                                                            

As part of our continuing strategy, Richmont Marketing Specialists    
completed the acquisitions of two regional food brokerage companies in early    
1999, and intends to complete the acquisitions of two additional regional       
brokerage companies within the next six months. These companies operate in the  
northwestern and midwestern regions of the United States, areas in which we had 
not yet, at the time of each acquisition, established a strong market presence. 
The completed acquisitions have been, and the pending acquisitions will be,     
financed with a combination of cash and promissory notes.                       

 Upon completion of the two pending transactions and consummation of the
proposed merger with Merkert American, all of which are discussed under the     
heading "Recent Developments" below, Richmont Marketing Specialists will have   
substantially achieved its goal of nationwide coverage. However, it will        
continue to consider additional strategic acquisition as a means of enhancing   
its market presence or as a means of broadening its manufacturer base. In the   
event that proposed merger is not consummated, Richmont Marketing Specialists   
will resume its acquisition activities in an effort to obtain nationwide market 
coverage.                                                                       

  Develop Principal Relationships and Increase Customer Coverage. Richmont
Marketing Specialists expects to expand our manufacturer base through           
acquisitions of other regional food brokerage companies. We also believe we can 
attract new manufacturers which recognize our ability to provide superior       
marketing services on both a national and local basis at a cost much lower than 
what a manufacturer could provide through its own sales force. As consolidation 
in the retailing and wholesaling industries continues to take place, we believe 
that 30 retailers and wholesalers will represent approximately 80% of grocery   
store revenue within 3 to 5 years. Establishing and maintaining a presence in as
many geographic areas as possible will allow us to both maintain our current    
customer relationships and develop new ones during these anticipated retailer   
consolidations.                                                                 

Richmont Marketing Specialists recognizes the growing importance of   
non-traditional outlets for grocery products, such as mass-merchandisers and    
wholesale clubs. Our Channel Marketing division represents manufacturers that   
sell their products in non-grocery classes of trade. This division will continue
developing relationships with mass merchandisers and membership warehouses and  
expand existing manufacturers' products into these non-grocery outlets. Our     
current relationships include Wal-Mart, Sam's Club, Kmart and Target. This      
division currently provides retail services to non-grocery customers located in 
every state.                                                                    

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Increase Hybrid Service Agreements with Principals. Richmont Marketing
Specialists generally provides customers with a full range of account, retail,  
marketing and sales services and order management on behalf of the manufacturers
it represents. We receive commissions from manufacturers based on a percentage  
of product sales. In the last several years, we also have entered into          
agreements with manufacturers to provide only specified retail services. These  
are referred to as "hybrid" agreements. We are compensated by a percentage of   
sales, by a flat fee per service provided, or a combination of both. We believe 
that manufacturers with sales personnel that previously did not utilize brokers 
are beginning to outsource retail services to eliminate the expense of          
maintaining their own retail representatives. We believe we are well positioned 
to take advantage of this trend due to our broad geographic coverage and        
knowledge of local markets. Hybrid agreements currently represent nearly 8% of  
Richmont Marketing Specialists' revenue. We anticipate that hybrid agreements   
will, in the future, generate significant revenue and attract new manufacturers.

COMPANY HISTORY                                                                 

   Richmont Marketing Specialists' predecessor was a food brokerage business
formed in 1947. Our business, until the beginning of 1996, was primarily limited
to Texas, Florida and Georgia. Since that time, we have expanded our operations 
beyond these states through several strategic acquisitions, and we now service  
markets in 33 states.                                                           

ACQUISITION ACTIVITIES                                                          

    Richmont Marketing Specialists has been a leader in pursuing consolidation
opportunities within the food brokerage industry. Our strategy, as discussed    
above, is to make future acquisitions in areas where we do not currently        
operate, including the midwest and northeast regions, to better service our     
manufacturers and customers.                                                    

   Our recent acquisitions have enabled us to increase the number of leading
national manufacturers and customers we serve and expand our operations onto the
east and west coasts. We have been able to improve the operations of the        
acquired companies through:                                                     

     (1) the end of high compensation to owners and senior management in some of
the companies;                                                

(2) the reduction of personnel performing redundant job functions; and

 (3) the consolidation of local offices and computer support facilities.

Our 2 largest acquisitions since the beginning of 1997 were the       
acquisitions of Tower Marketing, Inc. and Atlas, for total consideration of     
$14.4 million and approximately $45.7 million, respectively. Tower served       
manufacturers and customers primarily in Texas. Atlas was based in Charlotte,   
North Carolina and serves manufacturers and customers throughout the southeast  
and mid-Atlantic regions of the United States. Effective December 31, 1997, we  
merged the operations of Tower into our wholly-owned subsidiary Marketing       
Specialists Sales Company.                                                      

  We did not acquire any regional food brokerage companies in 1998, but we
have already completed two acquisitions in early 1999. The larger of the two    
recently acquired companies, Timmons-Sheehan Inc. d/b/a The Sell                
Group -- Minneapolis, had established a significant presence in the midwest at  
the time of its acquisition. We paid approximately $4.4 million in cash and     
notes for Timmons-Sheehan.                                                      

    We have also been engaged in negotiations and have recently entered into a
definitive letter agreement to acquire all of the capital stock of a regional   
food broker with operations in the midwest. The purchase price for this company 
will not exceed $11.0 million. Additionally, we have signed a letter of intent  
for the acquisition of a food broker based in the northwest. The purchase price 
for this company will not exceed $10.0 million.                                 

Historically, we have purchased local and regional food brokers for a 
combination of cash and deferred obligations and we will continue to use these  
means of financing for future acquisitions. Deferred obligations consist of     
covenants not to compete and deferred payment and compensation plans. As of     
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December 31, 1998, Richmont Marketing Specialists had outstanding $26.9 million 
in covenants not to compete and $18.2 million in total deferred payment and     
compensation plans.                                                             

FOOD BROKERAGE INDUSTRY                                                         

Overview                                                                    

 Food brokers offer sales, marketing, merchandising and order management
services to manufacturers and customers. They are generally paid by the         
manufacturers they represent based on a percentage of product sales made to     
customers. Sales are primarily made to grocery stores operated by customers. The
grocery store industry is characterized by stable growth based on modest price  
and population increases. Progressive Grocer magazine defines "supermarkets" as 
grocery stores with annual sales equal to at least $2 million. According to     
Progressive Grocer, grocery store revenue has grown from $292.2 billion,        
inclusive of supermarket revenue of $210, in 1985 to $436.3 billion, inclusive  
of supermarket revenue of $334.5, in 1997. Industry sources report that, during 
that same period, the percentage of total grocery store revenue generated from  
the sale of products placed by food brokers rose from 45% to 60%.               

The services provided by food brokers can generally be divided into 4 
functions:                                                                      

- Account Service and Business Development: an overall sales planning 
      function involving the coordination of all food broker services provided
to manufacturers and customers;                                   

 - Retail Services: executing sales and merchandising plans at the store
level;                                                            

     - Marketing Services: providing marketing recommendations targeted to local
 market conditions based on retail data management and analysis; and

- Order Management: receiving orders from customers, reconciling      
    manufacturer invoices with customer orders, and processing promotional
allowances and other credits for customers.                       

 Principals use food brokers as a cost-effective alternative to a direct
sales force. Principals rely on food brokers to provide local market            
penetration, integrated brand and category management and access to local       
merchandising data. The services provided by food brokers enable customers to   
efficiently source products from multiple manufacturers, reduce in-store        
personnel and benefit from food brokers' merchandising and promotional expertise
and knowledge of local market conditions.                                       

Trends                                                                      

   The food brokerage industry has historically been comprised of many small
food brokers serving local markets and a few large food brokers serving multiple
regions of the country. There are 2 major trends in the food brokerage industry:

        (1) consolidation within the industry, including among manufacturers
and customers; and                                                    

(2) increasing demands for the application of technology.   

    The entire food distribution chain has been consolidating over the past 10
years. Since 1990, the number of food brokers has decreased from approximately  
1700 to approximately 1100. We believe that the consolidation of food brokers is
primarily the result of a desire by manufacturers and customers to manage their 
businesses throughout the United States on a more efficient basis. As a result  
of the consolidations, many national manufacturers are favoring food brokers    
which have strong relationships with major customers and wide-ranging geographic
coverage. The consolidation among manufacturers and customers has further been  
driven by the need to achieve economies of scale, and thus reduce costs, in an  
increasingly competitive marketplace.                                           

    The increasing need for information technology to gather store information
regarding the performance of manufacturers' products and local market conditions
is another trend in the food brokerage industry. Because of the increasing need 
for information at the retail level, manufacturers and customers are selecting  
food brokers that have the technology, personnel and resources to deliver this  
information across multiple geographic markets. Technology currently allows food
brokers to generate reports analyzing                                           

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demographics and revenues by brand and product group to allow manufacturers and 
customers to respond to the different needs of consumers in local markets. The  
costs of equipment, software and personnel necessary to meet these technology   
requirements are beyond the means of many small food brokers.                   

DESCRIPTION OF SERVICES PROVIDED BY RICHMONT MARKETING SPECIALISTS              

     The services provided by Richmont Marketing Specialists can be divided into
4 categories:                                                                   

(1) account service and business development;               

(2) retail services;                                        

(3) marketing services; and                                 

(4) order management.                                       

  Traditionally, we have provided manufacturers with a full array of these
services and we have been paid by manufacturers based on a percentage of        
products sold. This percentage varies, but is typically with a range of 3-4% for
full brokerage services. In recent years, we have entered into hybrid agreements
under which we provide only specified retail services. These arrangements have  
been made in response to manufacturers that have started outsourcing retail     
services. These services primarily include initial retail shelf set-ups and     
follow-up shelf management. In hybrid agreements, we are compensated for        
providing services either as a percentage of product sales, a flat fee, or a    
combination of both. We believe that offering hybrid services will attract new  
manufacturers and may result in sales of additional services to manufacturers.  
For the end of 1998, approximately 92% of our revenue was derived from full     
services and 8% of our revenue was derived from hybrid services.                

    Account Service and Business Development. Richmont Marketing Specialists's
brand development managers and customer development managers are senior         
executives who act as the primary interface between our largest manufacturers   
and customers. The brand development managers are dedicated to and work closely 
with manufacturers to develop strategic sales plans for particular products.    
They also assist the manufacturers we represent in achieving their merchandising
goals, including those related to product distribution and shelf placement.     
Customer development managers serve specific customers at the headquarters      
level. They work with customers in the development of category management       
initiatives and shelf schematics. Category management involves the strategic    
grouping and positioning of a manufacturer's product among other similar type   
products. The sales plans developed by brand development managers and customer  
development managers are executed through the account executive service teams.  
These teams coordinate and implement the specific sales initiatives on a local  
basis. For smaller manufacturers and customers, these services are performed on 
a local level by account executives. Richmont Marketing Specialists currently   
employs approximately 1000 account service personnel.                           

    Retail Services. Richmont Marketing Specialists's retail and merchandising
service personnel provide manufacturers and customers with an in-store presence 
in order to assess product performance and merchandising conditions. Retail     
representatives develop relationships with store managers and assist account    
executives in developing sales plans for manufacturers' products. Our Retail    
Sales Organization executes sales plans at the store level by providing         
merchandising, shelf management, display, schematic design, pricing and         
promotional program services. It is also responsible for collecting and         
reporting in-store conditions. Additionally, we assist customers with quality   
assurance and product damage control. Richmont Marketing Specialists currently  
employs over 2300 retail and merchandising service personnel.                   

 Marketing Services. Richmont Marketing Specialists's marketing services
group uses current retail information it collects, together with data received  
from national marketing research companies to analyze local market conditions   
and develop marketing strategies for the manufacturers that we represent. Retail
data is used to determine how products should be priced and placed, the optimal 
mix of current and new products, and the types of promotions desirable to       
increase sales. Our marketing services group includes approximately 90 people,  
both at the corporate, regional and local levels. The group also initiates and  

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promotes local market events, which often involve sponsorship by manufacturers  
and customers of charity promotions, to build brand equity for products.        

   Order Management. Richmont Marketing Specialists performs all major order
management functions to facilitate the movement of goods from the manufacturers 
that we represent to customers. All ordering responsibility begins at the local 
market. Richmont Marketing Specialists has a centralized order management system
responsible for the receipt and transmission of electronic orders through EDI.  
We are able to verify quantities, prices, pack sizes and promotions through the 
use of this system. Our order management system also reconciles manufacturer    
invoices with customer purchase orders and processes promotional allowances and 
other credits for customers. Approximately 20 employees work in the order       
management group at the corporate level. We also employ account administrators  
and customer service representatives who perform order management functions in  
the local markets.                                                              

MARKETS                                                                         

    Richmont Marketing Specialists provides full-service brokerage services to
markets in 33 states throughout the western, southeastern, south central and    
mid-Atlantic regions of the United States representing 29.5%, 17.6%, 22.2%, and 
22.3% respectively, of our revenue for the year ended December 31, 1998. Within 
these regions, California, Florida, Texas and North Carolina represent the      
states in which we generate the largest revenue. We serve these markets through 
51 local offices, which provide both manufacturer and customer headquarters'    
services and in-store retail and merchandising services.                        

NEW BUSINESS DEVELOPMENT                                                        

   Richmont Marketing Specialists's sales and marketing efforts are designed
to develop new business in national, regional and local markets. Our brand      
development managers and customer development managers are primarily responsible
for new business development through existing manufacturers and customers.      
Through their established relationships with manufacturers and customers, the   
brand development managers and customer development managers have an            
understanding of the needs and objectives of these clients. From this           
information, we are able to develop sales plans specifically designed to meet   
the new business needs and objectives of both manufacturers and customers. In   
addition, our senior management takes an active leadership role in new business 
development both in pursuing new relationships and fostering existing ones.     
Management believes that its long-term relationships with senior management of  
leading national manufacturers and customers and its ability to create          
customized sales plans provide Richmont Marketing Specialists with a competitive
advantage in winning new business within its existing client base.              

PRINCIPALS                                                                      

     Richmont Marketing Specialists provides a comprehensive array of marketing,
retailing, merchandising and order management services to over 1700             
manufacturers of consumer goods and products. We believe that we have been able 
to establish numerous long-term relationships with some of the leading          
manufacturers in the United States due to our strong reputation, quality of     
service and market coverage. The top 5 manufacturers that we represent are Del  
Monte, Great Springs Water of America (Perrier), Nestle, Kal Kan and Ocean      
Spray. These manufacturers represent less than 15% of our revenue. Our          
manufacturers provide a diverse and stable base of revenue for Richmont         
Marketing Specialists across geographic markets. We believe our ability to      
develop strong relationships with leading national manufacturers has been       
advanced by the establishment of relationships with management and personnel at 
various levels within the manufacturers' organizations.                         

    While we enjoy long-term relationships with many of our manufacturers, the
typical brokerage contract in the industry provides for a 30 day termination    
clause. The manufacturer and customer turnover that we have experienced has been
largely due to consolidations among manufacturers and customers. Our broad      
geographic coverage serves to reduce the risk of loss of manufacturers and      
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CUSTOMERS                                                                       

Richmont Marketing Specialists markets and sells its manufacturers'   
products to grocery stores, mass merchandisers, membership warehouses, drug     
stores and convenience stores across the country. After a customer has decided  
to sell a manufacturer's product, we provide detailed sales planning and full   
in-store retail and merchandising support.                                      

 Our 5 largest customers are Albertsons, Publix, Winn Dixie, Safeway and
Food Lion. These customers collectively represented approximately 34% of our    
third and fourth quarter revenues in 1998. The remaining revenue is generated   
from sales to other grocery stores, wholesalers, mass merchandisers and         
membership warehouses, and drugstore chains.                                    

    We believe that the strength of our customer relationships has been driven
by our ability to provide superior sales, marketing and merchandising services, 
technologically advanced order management and innovative promotional planning.  
Our relationships with customers are also based upon our ability to satisfy a   
customer's geographic needs for services. Recent consolidations among retailers 
have resulted in fewer, but larger customers that operate in a greater number of
geographic markets. These consolidations have resulted in the geographic        
relocation of some customer procurement points.                                 

    In addition, we believe that consumers' purchase points for food and other
products, traditionally grocery stores, now include non-grocery outlets such as 
mass-merchandisers and membership warehouses. Our Channel Marketing Division    
markets and sells our manufacturers' products through these alternative retail  
outlets. This division is structured to provide services through teams dedicated
to a particular non-grocery customer. Our broad geographic presence and         
technological capabilities have attracted large, national chains, such as       
Wal-Mart, Kmart, Target and Sam's Club. We are a preferred provider to Wal-     
Mart. Sales to alternative channel customers represented approximately 5.5% of  
our 1998 revenue.                                                               

MANAGEMENT INFORMATION SYSTEMS                                                  

A trend in the food brokerage industry has been the development of    
technological advances. Richmont Marketing Specialists has invested in the      
application of current retail technology to provide manufacturers and customers 
with the most efficient and useful information available.                       

Electronic Data Interchange. The electronic data interchange system   
streamlines order communications between food brokers, customers and            
manufacturers. Orders sent through this system are transmitted on-line from the 
customer to us. We then place the order with the manufacturer through the same  
system. This electronic data interchange system significantly reduces order     
input errors and other inefficiencies. Currently, the majority of our larger    
manufacturers and customers utilize the electronic data interchange system and  
nearly 80% of all sales are made through orders using the system.               

 Retail Information. Richmont Marketing Specialists utilizes an advanced
retail reporting system called RW3 Enterprise to provide manufacturers with     
current in-store data regarding their products. Retail representatives record   
in-store merchandising conditions using small, hand-held computers. This        
information is then downloaded to our retail reporting system. This system      
allows our retail employees to access data from customers' retail outlets to    
effectively respond to changing conditions.                                     

PeopleSoft Conversion. In 1998, Richmont Marketing Specialists made a 
substantial investment to upgrade its financial and human resources systems.    
Richmont Marketing Specialists purchased application software from PeopleSoft   
and hired a consulting firm to assist in the implementation of these new        
systems. We used approximately $3.1 million of the proceeds from the outstanding
notes to purchase the software license and for installation in connection with  
this upgrade.                                                                   

COMPETITION                                                                     

    The food brokerage market is large and fragmented, with many small brokers
serving numerous local markets and a few large brokers serving multiple regions 
in the United States.                                                           

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 As a large broker, we compete with other food brokers for product lines
based primarily on breadth of geographic coverage and the level of services     
provided. Our chief competitors are Kelly Clarke/Acosta/ PMI, Merkert American, 
Cross Mark and Advantage Sales and Marketing. We also compete with third party  
merchandising companies, such as PIA Merchandising Services, Inc. for retail    
services only.                                                                  

In addition, many manufacturers, including some of our manufacturers, 
maintain their own sales and marketing departments which sell directly to       
retailers.                                                                      

FACILITIES                                                                      

 Richmont Marketing Specialists owns administrative facilities in Orange
County, California, Phoenix, Arizona and Charlotte, North Carolina. In August   
1998, we relocated our headquarters from Irving, Texas to Dallas. Our lease     
obligations continue on the Irving space. The Irving building is owned by a     
limited partnership, of which Richmont Marketing Specialists's chief executive  
officer, Ron Pederson, is the general partner. The partnership has recently     
signed a purchase agreement with a prospective purchaser for the sale of the    
building. The sale is currently expected to close, subject to the purchaser's   
right to conduct due diligence, in June 1999. If the purchase is consummated, we
expect to be released from further liability under this lease.                  

     Our headquarters are now located in a new office building in Dallas, Texas.
The headquarters are leased and consist of approximately 40,700 square feet. We 
also lease office space in 62 other locations in 27 states. We currently occupy 
53 facilities, including 3 properties owned by us. Nine leased facilities are   
now vacant. As we complete acquisitions, we intend to systematically reduce the 
number of leased facilities.                                                    

EMPLOYEES                                                                       

     As of December 31, 1998, Richmont Marketing Specialists had a total of 3869
employees, including 2958 full-time employees and 911 part-time employees. None 
of our employees are union members.                                             

LEGAL PROCEEDINGS                                                               

   Various suits and claims are filed against Richmont Marketing Specialists
in the ordinary course of business. We are not party to any legal proceeding    
which, in the opinion of our management, will have a material adverse effect on 
our business or financial condition.                                            

RECENT DEVELOPMENTS                                                             

Merger with Merkert American Corporation. On April 28, 1999, Richmont 
Marketing Specialists entered into a definitive merger agreement with Merkert   
American Corporation, a publicly-traded food brokerage firm based in            
Massachusetts. Merkert American represents more than 750 manufacturers and      
operates in 25 states, primarily in the northeast, mid-Atlantic and southeastern
portions of the country. The merger of Richmont Marketing Specialists with and  
into Merkert American will create the first food brokerage firm with national   
coverage. Management believes that the combined company will have the resources 
and geographic presence to represent manufacturers on a nationwide basis and    
have a competitive advantage over local and regional food brokerage companies.  
The combined company intends to operate under the name of "Marketing Specialists
Corporation" after the merger is completed.                                     

  Under the terms of merger agreement, Richmont Marketing Specialists will
merge with and into Merkert American. At the time of the merger, shareholders of
Richmont Marketing Specialists will exchange each of their shares of common     
stock of Richmont Marketing Specialists for a number of shares of Merkert       
American common stock equal to the quotient obtained by dividing 6,705,551 by   
the total number of shares of Richmont Marketing Specialists common stock issued
and outstanding immediately prior to the merger. Based on the number of shares  
of common stock of Richmont Marketing Specialists currently outstanding, each   
share of common stock of Richmont Marketing Specialists will convert into       
48.7198 shares of Merkert American common stock in the merger.                  

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    Following the merger, the former stockholders of Merkert American will own
approximately 52.8% of the outstanding common stock of the combined company and 
the former stockholders of Richmont Marketing Specialists will own approximately
47.2% of the outstanding common stock of the combined company.                  

Upon consummation of the merger, the combined company will grant stock
options to purchase a total of 800,000 shares of Merkert American common stock  
to individuals employed by or associated with Richmont Marketing Specialists.   
This number may be increased to a maximum of 995,000 shares depending on the    
market price of Merkert American's common stock at the time of the merger.      

     In connection with the merger, and as a condition to it, Merkert American's
board of directors will be expanded to nine members, classified into three      
classes with staggered three-year terms. Upon consummation of the merger, the   
Richmont Marketing Specialists stockholders and two stockholders of Merkert     
American will enter into a voting agreement to vote in favor of five nominees   
for election to Merkert American's board of directors that are designated by    
Richmont Marketing Specialists' largest shareholder, provided that such nominees
are reasonably acceptable to the two Merkert stockholders. Four members of      
Merkert American's current board will make up the remainder of the board of     
directors of the combined entity. The executive offices of the combined company 
will be split among current members of management of Merkert American and       
members of management of Richmont Marketing Specialists.                        

   Upon consummation of the merger, the combined company may pay to Richmont
Capital Partners I, L.P. a fee of $500,000 for financial services rendered to   
Richmont Marketing Specialists in connection with the merger. The combined      
company will also enter into a joint advisory agreement with Richmont Capital   
Partners I, L.P. and Monroe and Company, LLC, under which those entities will   
provide financial advisory and consulting services to the combined entities.    

     Before the merger can occur, several conditions must be fulfilled or waived
by the appropriate parties. Significant conditions that remain outstanding      
include:                                                                        

    - obtaining the requisite stockholder approvals, including the approval by
   Merkert American's stockholders of an amendment to Merkert American's
     certificate of incorporation and an amendment to its stock option plan;

   - obtaining approval of the merger under the Hart-Scott-Rodino Anti-trust
Improvements Act of 1976; and                                     

     - Merkert American's assumption of the notes issued in this exchange offer,
       or repurchasing and refinancing the notes on terms which are commercially
reasonable.                                                       

     Richmont Marketing Specialists and Merkert American corporation are working
to consummate the merger in the third quarter of 1999.                          

Upon consummation of the merger, the combined company will assume our 
obligations under the outstanding notes and the notes to be issued in the       
exchange offer. After the merger, you will have the same rights and remedies    
under the notes against the combined company that you currently have against    
Richmont Marketing Specialists. As Richmont Marketing Specialists will cease to 
independently exist after the merger is consummated, however, you will not be   
able to proceed against Richmont Marketing Specialists in the event of default  
or otherwise. All of the remedies that had been available against Richmont      
Marketing Specialists will only be available against the combined company.      

   See "Description of Notes -- Covenants -- Merger and Consolidation" for a
discussion of the restrictions contained in our indenture on our ability to     
complete the Merkert American transaction or any other merger transaction. See  
"Description of Notes -- Repurchase at the Option of Holders" for a discussion  
of our obligations under the indenture in the event a change of control occurs. 
See "Risk Factors -- The proposed merger may trigger certain repurchase         
obligations under the indenture" on page 16 for a discussion of specific risks  
to you associated with the proposed merger. See "Management" for a description  
of Richmont Marketing Specialists' board of directors and Incentive Plan.       

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The tables below present selected financial information for Merkert   
American and its predecessors Merkert Enterprises, Inc. and Rogers-American     
Company, Inc. Merkert American purchased all of the capital stock of Merkert    
Enterprises and Rogers-American in separate transactions on December 18, 1998.  

 Selected Consolidated Financial Data for Merkert American Corporation

The following tables set forth, for the periods and dates indicated,  
summary consolidated financial data of Merkert American and its subsidiaries.   
The statement of operations and balance sheet data for Market American for the  
period inception to December 31, 1998 and for the three months ended March 31,  
1999 (unaudited) includes the operating results and assets of Market Enterprises
and Rogers American since their acquisition on December 18, 1998. The           
consolidated statement of operations data for the period from inception on March
4, 1998 through December 31, 1998, and the consolidated balance sheet data at   
March 31, 1998 and December 31, 1998 are derived from audited consolidated      
financial statements of Merkert American. The consolidated statement of         
operations data for the three months ended March 31, 1999 and the consolidated  
balance sheet data at March 31, 1999 are derived from the unaudited consolidated
financial statements prepared by Merkert American on a basis consistent with the
audited financial statements. The financial data presented below is qualified in
its entirety by reference to those financial statements and the accompanying    
notes, all of which are available in Merkert American's public filings with the 
Securities and Exchange Commission.                                             

                                                        [Enlarge/Download Table]

                                                                PERIOD FROM       THREE MONTHS 
                                                               INCEPTION TO          ENDED     
                                                             DECEMBER 31, 1998   MARCH 31, 1999
                                                             -----------------   --------------
                                                                   (DOLLARS IN THOUSANDS)      
                                                                                  (UNAUDITED)  
                                                                                               
STATEMENT OF OPERATIONS DATA:                                                                  
  Commissions...............................................    $    5,975         $   43,876  
  Sales.....................................................         2,420             12,749  
                                                                ----------         ----------  
          Revenues..........................................         8,395             56,625  
  Operating income (loss)...................................        (1,187)             5,155  
  Net income (loss).........................................        (1,466)             1,832  
  Net income (loss) per share-basic.........................    $    (0.78)        $     0.25  
                                                                ==========         ==========  
  Weighted average shares-basic.............................     1,891,000          7,447,000  
                                                                ==========         ==========  
  Net income (loss) per share-diluted.......................    $    (0.78)        $     0.25  
                                                                ==========         ==========  
  Weighted average shares-diluted...........................     1,891,000          7,447,000  
                                                                ==========         ==========  

                                                        [Enlarge/Download Table]

                                                            MARCH 31,   DECEMBER 31,    MARCH 31, 
                                                              1998          1998          1999    
                                                            ---------   ------------   -----------
                                                                    (DOLLARS IN THOUSANDS)        
                                                                                       (UNAUDITED)
                                                                                                  
BALANCE SHEET DATA:                                                                               
  Total assets.............................................   $789        $188,410      $192,784  
  Long-term debt, less current maturities..................     --          74,673        74,443  
  Total stockholders' equity...............................     --          72,595        78,473  

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Selected Consolidated Financial Data for Merkert Enterprises and            
Rogers-American (Predecessor Companies)                                         

    The following tables set forth, for the periods and dates indicated below,
summary financial data for each of Merkert Enterprises, Inc. and Rogers-American
Company, Inc., predecessors to Merkert American. The statement of operations    
data for each of the three years ended December 31, 1997 and for the period     
ended December 18, 1998 and consolidated balance sheet data at December 31,     
1995, 1996 and 1997 are derived from the audited consolidated financial         
statements of each of Merkert Enterprises and Rogers-American which are         
available in Merkert American's public filings with the Securities and Exchange 
Commission. The financial data presented below is qualified in its entirety by  
reference to those financial statements and the accompanying notes. The         
statement of operations data for the year ended December 31, 1994 and for the   
three months ended March 31, 1998, and the balance sheet data at December 31,   
1993 and 1994 and at March 31, 1998 for Merkert Enterprises has been derived    
from unaudited financial statements prepared on a basis consistent with the     
audited financial statements. The statement of operations data for the year     
ended December 31, 1994 and the three months ended March 31, 1998, and the      
balance sheet data at October 31, 1993 and 1994 and at March 31, 1998 for       
Rogers-American has been derived from unaudited financial statements prepared on
a basis consistent with the audited financial statements. The unaudited         
financial statements of both Merkert Enterprises and Rogers-American are not    
publicly available.                                                             

MERKERT ENTERPRISES 

                                                        [Enlarge/Download Table]

                                                                               PERIOD     THREE MONTHS 
                                       YEAR ENDED DECEMBER 31,                 ENDED          ENDED    
                             --------------------------------------------   DECEMBER 18,    MARCH 31,  
                                1994         1995       1996       1997         1998          1998     
                             -----------   --------   --------   --------   ------------  -------------
                                                       (DOLLARS IN THOUSANDS)                          
                             (UNAUDITED)                                                   (UNAUDITED) 
                                                                                                       
STATEMENT OF OPERATIONS                                                                                
  DATA:                                                                                                
  Commissions...............  $ 68,247     $ 73,336   $ 80,661   $104,274     $ 90,254       $24,168   
  Sales.....................    37,395       49,223     44,916     43,105       42,185        12,424   
          Revenues..........   105,642      122,569    125,577    147,379      132,439        36,592   
Operating income                                                                                       
  (loss)(1).................      (329)       2,434        633      1,373       (6,278)         (283)  
  Net (loss)................      (750)        (461)    (2,074)    (3,449)     (10,988)       (1,615)  
OTHER FINANCIAL DATA:                                                                                  
  EBITDA(2)(3)..............     2,054        4,566      3,080      5,857       (1,841)          854   

                                                        [Enlarge/Download Table]

                                                    AT DECEMBER 31,                                 
                                -------------------------------------------------------   MARCH 31, 
                                   1993          1994        1995      1996      1997       1998    
                                -----------   -----------   -------   -------   -------  -----------
                                                       (DOLLARS IN THOUSANDS)                       
                                (UNAUDITED)   (UNAUDITED)                                (UNAUDITED)
                                                                                                    
BALANCE SHEET DATA:                                                                                 
  Total Assets:...............    $28,418       $27,759     $31,425   $47,422   $58,699    $56,648  
  Long-term debt, less current                                                                      
     maturities...............      3,554         1,508       3,458    15,590    21,278     24,193  
  Convertible Preferred                                                                             
     Stock....................      6,360         6,360       6,360     6,360     5,720      5,720  

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ROGERS-AMERICAN COMPANY, INC. 

                                                        [Enlarge/Download Table]

                                                                                         THREE    
                                                                            PERIOD      MONTHS    
                                        YEAR ENDED DECEMBER 31,             ENDED        ENDED    
                                 -------------------------------------   DECEMBER 18,  MARCH 31,  
                                  1994      1995      1996      1997         1998        1998     
                                 -------   -------   -------   -------   ------------  ---------  
                                                      (DOLLARS IN THOUSANDS)                      
                                 (UNAUDITED)                                           (UNAUDITED)
                                                                                                  
STATEMENT OF OPERATIONS DATA:                                                                     
  Commissions................... $30,626   $47,496   $63,311   $82,985     $ 79,558     $20,831   
  Operating income (loss).......     816     3,149       107     4,085      (15,949)      1,190   
  Net (loss)....................      13     1,034    (1,089)      745      (17,889)        232   
OTHER FINANCIAL DATA:                                                                             
  EBITDA(2)(4)..................   1,245     4,222     1,753     6,601      (13,510)      1,825   

                                                        [Enlarge/Download Table]

                                   AT OCTOBER 31,               AT DECEMBER 31,                     
                              -------------------------   ----------------------------  AT MARCH 31,
                                 1993          1994        1995       1996      1997        1998    
                              -----------   -----------   -------   --------   -------  ------------
                                                      (DOLLARS IN THOUSANDS)                        
                              (UNAUDITED)   (UNAUDITED)                                 (UNAUDITED) 
                                                                                                    
BALANCE SHEET DATA:                                                                                 
  Total Assets:..............   $10,948       $13,406     $23,218   $ 37,761   $38,999    $39,636   
  Long-term debt, less                                                                              
     current maturities......     5,812         7,093      15,009     24,849    30,830     22,209   

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

(1) Includes a restructuring charge of $5,987 for the period ended December 18, 
1998.                                                                   

(2) EBITDA represents earnings before interest, taxes, depreciation and         
amortization. Merkert American believes that EBITDA may be useful for   
measuring Merkert American's ability to service debt, to make new       
  investments and to meet working capital requirements. EBITDA as calculated
by Merkert American may not be consistent with calculations of EBITDA by
  other companies. EBITDA should not be considered in isolation from or as a
 substitute for net income (loss), cash flows from operating activities or
other statements of operations or cash flows prepared in accordance with
    generally accepted accounting principles or as a measure of profitability or
liquidity.                                                              

(3) In addition to a restructuring charge of $5,987, Merkert Enterprises        
    incurred approximately $3,500 of non-recurring charges (consisting primarily
of severance related costs) for the period ended December 18, 1998.     

(4) Approximately $15.5 million of the loss for the period ended December 18,   
    1998 pertains to aggregate nonrecurring compensation charges recorded in the
   fourth quarter of 1998 by Rogers-American pertaining to the (1) transfer of
  shares of common stock of Rogers-American by the principal stockholders to
 some minority stockholders and (2) the life insurance policies, including
cash surrender values, to be distributed to some stockholders of        
Rogers-American. In addition, approximately $0.9 million of this loss   
pertains to restructuring charges related to the cost of terminated     
  employees and closed offices and $1.0 million pertaining to legal fees and
other liabilities incurred in connection with the purchase.             

   You may find additional information about Merkert American, including the
financial statements referred to above, in its filings with the Securities and  
Exchange Commission, including Merkert American's Quarterly Report on Form 10-Q 
for the Quarter Ended March 31, 1999, Annual Report on Form 10-K for the Fiscal 
Year Ended December 31, 1998, and Registration Statement on Form S-1 relating to
Merkert American's initial public offering on December 18, 1998. In addition,   
Merkert American's proxy statement relating to the merger of Merkert American   
and Richmont Marketing Specialists will be publicly available after the SEC has 
approved the proxy statement for mailing to Merkert American's stockholders. All
information filed by Merkert American with the SEC is available for review at   
the public reference facilities maintained by the SEC and on the internet as    
described in the section of this prospectus entitled "Where You Can Find More   
Information."                                                                   

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    Completed Acquisitions. On April 30, 1999, Richmont Marketing Specialists,
through its subsidiary Marketing Specialists Sales Company, acquired all of the 
capital stock of Timmons-Sheehan Inc., d/b/a The Sell Group -- Minneapolis. The 
purchase price for the capital stock of Timmons-Sheehan was approximately $4.4  
million, which was paid as a combination of $1.7 million in cash and            
approximately $2.7 million in promissory notes. Before the acquisition,         
Timmons-Sheehan operated in the Midwest region with annual revenues of          
approximately $5 million. Effective May 12, 1999, Timmons-Sheehan was merged    
with and into Marketing Specialists Sales Company.                              

  Planned Acquisitions. Richmont Marketing Specialists has been engaged in
negotiations and has recently entered into a definitive letter agreement to     
acquire all of the capital stock of a regional food broker with operations in   
the midwest. The purchase price for this company will not exceed $11.0 million. 
We have also signed a letter of intent for the acquisition of food broker based 
in the northwest. The price for this company will not exceed $10.0 million. In  
addition to the payment of the purchase prices, we will be assuming all of the  
outstanding liabilities of the acquired companies at closing. We intend to      
finance these acquisitions with a combination of $13.0 million in cash and the  
balance in promissory notes. The acquisition of the northwest target is         
scheduled for completion in June 1999, and the acquisition of the Midwest target
is scheduled to be consummated concurrently with the merger of Richmont         
Marketing Specialists with Merkert American.                                    

  Southeastern Food Service Operations. Richmont Marketing Specialists has
terminated its food service operations in Florida, Georgia and Tennessee. Our   
food service division primarily sells products and related services to          
restaurants and institutions such as hospitals and schools. We do not anticipate
any significant charges related to employee terminations, relocation costs or   
facilities consolidation as a result of the closure of our food service         
operations in Florida, Georgia, and Tennessee. At this time, we are maintaining 
our food service operations in other areas of the country.                      

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WHERE YOU CAN FIND MORE INFORMATION 

  We have filed with the Securities and Exchange Commission a registration
statement on Form S-4 under the Securities Act with respect to the notes offered
in this prospectus. This prospectus, which forms part of the registration       
statement, does not contain all of the information that is included in the      
registration statement. You will find additional information about Richmont     
Marketing Specialists and the notes in the registration statement. Any          
statements made in this prospectus concerning the provisions of legal documents 
are not necessarily complete and you should read the documents that are filed as
exhibits to the registration statement for a more complete understanding of the 
document or matter.                                                             

 These documents are available without charge upon request from Nancy K.
Jagielski, General Counsel, 17855 N. Dallas Parkway, Suite 200, Dallas, Texas   
75287, (972) 349-6200. To ensure the timely delivery of documents, any request  
should be made by July 16, 1999.                                                

   After the registration statement becomes effective, we will be subject to
the informational requirements of the Exchange Act, and will file periodic      
reports, registration statements and other information with the SEC. You may    
read and copy the registration statement and any of the other documents we file 
with the SEC at the public reference facilities maintained by the SEC at Room   
1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the
SEC's regional offices located at 7 World Trade Center, New York, New York 10048
and at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois  
60661. Please call the SEC at 1-800-SEC-0300 for more information on the public 
reference rooms. In addition, reports and other filings are available to the    
public on the SEC's web site at http://www.sec.gov.                             

   If for any reason we are not subject to the reporting requirements of the
Securities Exchange Act of 1934 in the future, we will still be required under  
the indenture governing the notes to furnish the holders of the notes with      
certain financial and reporting information. See "Description of                
Notes -- Covenants -- Reports" for a description of the information we are      
required to provide.                                                            

MANAGEMENT

                                                        [Enlarge/Download Table]

NAME                                                  AGE              TITLE(1)            
----                                                  ---              --------            
                                                                                           
John P. Rochon....................................... 47   Chairman of the Board of        
                                                           Directors                       
Ronald D. Pedersen................................... 59   President, Chief Executive      
                                                           Officer and Director            
Nick G. Bouras....................................... 46   Vice President, Assistant       
                                                           Secretary and Director          
Timothy M. Byrd...................................... 44   Chief Administrative Officer,   
                                                           Assistant Treasurer and Director
Bruce A. Butler...................................... 50   Executive Vice President and    
                                                           Director                        
Jeffrey B. Hill...................................... 44   Executive Vice President and    
                                                           Director                        
Thomas J. Reynolds................................... 52   Director                        
Ronald L. Smith...................................... 52   Executive Vice President, Chief 
                                                           Financial Officer and Assistant 
                                                           Treasurer                       
Richard Silvers...................................... 58   Executive Vice President and    
                                                           Chief Information Officer       
Carrine K. Reilly.................................... 43   Vice President, Treasurer and   
                                                           Assistant Secretary             
Nancy K. Jagielski................................... 37   Secretary and General Counsel   

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

(1) Richmont Marketing Specialists does not have any employees, and none of the 
directors or officers of Richmont Marketing Specialists receive compensation    
from Richmont Marketing Specialists for their services.                         

John P. Rochon is the Chairman of the Board of Directors of Richmont  
Marketing Specialists and has served in this capacity and as a Director since   
1997. Mr. Rochon has served on Marketing Specialists Sales Company's Board of   
Directors since 1996, and is currently Chairman of the Board of Directors of    
Richmont Corporation, a merchant banking, investment holding and trading        
company, and Chief Executive Officer of Mary Kay Holding Corporation, a role he 
has had since 1991. Formerly, Mr. Rochon held several executive positions with  
Mary Kay, Inc., including Vice Chairman, Chief Financial Officer, Corporate     
Controller and Director of Manufacturing. Mr. Rochon currently serves on the    
Board of Directors of Nu-kote Holding, Inc. and Royal Appliance Company.        

    Ronald D. Pedersen is President, Chief Executive Officer and a Director of
Richmont Marketing Specialists. Mr. Pedersen has served as a director of        
Richmont Marketing Specialists since 1997. Mr. Pedersen is also President, Chief
Executive Officer and a Director of Marketing Specialists Sales Company. Mr.    
Pedersen has been in the food industry for over 30 years, including three years 
with Anderson Clayton foods and 7 years with Colgate Palmolive. He is a past    
Chairman and current member of the Board of the Association of Sales and        
Marketing Companies.                                                            

 Nick G. Bouras is Vice President, Assistant Secretary and a Director of
Richmont Marketing Specialists and Vice President, Assistant Secretary and a    
Director of Marketing Specialists Sales Company. Mr. Bouras has been President  
and Chief Executive Officer of Richmont Corporation since 1989. Prior to his    
role at Richmont, Mr. Bouras was Vice President, Investments of Mary Kay, Inc.  
Mr. Bouras also spent several years as a tax accountant with Ernst & Whinney and
Touche Ross & Company. Mr. Bouras has been a Director of Richmont Marketing     
Specialists since 1997.                                                         

  Timothy M. Byrd is the Chief Administrative Officer, Assistant Treasurer
and a Director of Richmont Marketing Specialists. Mr. Byrd has served as a      
Director of Richmont Marketing Specialists since 1997. Mr. Byrd has also served 
as the Chief Administrative Officer of Marketing Specialists Sales Company since
September 1998 and as a Director of Marketing Specialists Sales Company since   
1996. Since 1990, Mr. Byrd has been the Chief Financial Officer of Mary Kay     
Holding Corporation as well as the Chief Financial Officer of Richmont          
Corporation. From 1980 to 1990, Mr. Byrd served in various accounting and       
finance positions at Mary Kay, Inc., including Chief Financial Officer and Vice 
President and Controller. He is also a member of the Office of the Chairman of  
Mary Kay Holding Corporation.                                                   

 Thomas J. Reynolds is a Managing Director of Richmont Corporation and a
Director of Richmont Marketing Specialists. Mr. Reynolds has served as a        
Director of Richmont Marketing Specialists since 1997, and has served on        
Marketing Specialists Sales Company's Board of Directors since 1996. Prior to   
joining Richmont in 1986, Mr. Reynolds provided marketing, advertising and sales
promotion expertise to clients including S.C. Johnson & Son, Inc., Frito-Lay,   
Inc., Miller Brewing Company, General Motors Corp., Ocean Spray Cranberries,    
Inc., Federal Express Corp., AT&T Corp., International Business Machines Corp.  
and Coca-Cola Enterprises Inc. and its subsidiaries. Mr. Reynolds is also a     
Professor Emeritus of Marketing and former Director of the Morris Hite Center   
for Product Development and Marketing Science at the University of Texas at     
Dallas.                                                                         

Bruce A. Butler is Executive Vice President and a Director of Richmont
Marketing Specialists. Mr. Butler has served as a Director of Richmont Marketing
Specialists since 1997. Mr. Butler has held several positions since 1991        
(including Vice President -- Branch Manager, Tampa Operations and Director of   
Confection) and currently serves as Marketing Specialists Sales Company's       
Executive Vice President. Mr. Butler is responsible for all operating units in  
Marketing Specialists Sales Company and is a member of the Board of Directors of
Marketing Specialists Sales Company. Mr. Butler began his career with Marketing 
Specialists Sales Company when his former employer, the Trigg Company, Inc., was
acquired by Marketing Specialists Sales Company in 1991. Prior to that time, Mr.
Butler held management positions with the Kroger Company and Paul Inman         
Associates, Inc., a Detroit based food broker.                                  

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Jeffrey B. Hill is Executive Vice President and a Director of Richmont
Marketing Specialists. Mr. Hill has served as a director of Richmont Marketing  
Specialists since 1998. With Marketing Specialists Sales Company, Mr. Hill has  
served as Executive Vice President and President of the Western Division. Mr.   
Hill held various management positions, including chief executive officer, with 
Bromar, Inc., a company acquired by Marketing Specialists Sales Company in 1997.
He has also held management positions with Combe, Inc. and Johnson & Johnson.   

  Ronald L. Smith is Executive Vice President, Chief Financial Officer and
Assistant Treasurer of Richmont Marketing Specialists, a position he has held   
since March 1999. From 1980 to 1998, Mr. Smith held various accounting,         
financial and operations positions at Mary Kay Inc., including Chief Financial  
Officer and Treasurer, Senior Vice President and Vice President International.  
Most recently, Mr. Smith has served as Senior Vice President at Mary Kay        
Corporation. Mr. Smith is a certified public accountant and member of various   
accounting professional organizations.                                          

Richard A. Silvers is Executive Vice President and Chief Information  
Officer of Richmont Marketing Specialists, a position he has held since January 
1998. Mr. Silvers has more than 25 years of technology-related experience,      
working with leading retailers to provide technology solutions. He is the former
CIO of Tandy Corporation; Vice President, Management Information Systems for    
H.E. Butt; Vice President, Management Information Systems of Von's Grocery      
Company; and Vice President, Management Information Systems for Associated      
Grocers of Arizona. He also held various information systems positions with J.  
Weingarten and Harris-Teeter.                                                   

 Carrine K. Reilly is Vice President and Treasurer of Richmont Marketing
Specialists. Prior to joining Marketing Specialists Sales Company in October    
1998, she was Vice President & Controller of a real estate investment trust. Her
previous experience includes business and tax consulting with American Express  
and Arthur Andersen LLP. Ms. Reilly is a certified public accountant.           

   Nancy K. Jagielski is Secretary and General Counsel of Richmont Marketing
Specialists. She joined Marketing Specialists Sales Company in August 1998 as   
Corporate Counsel and was quickly promoted to General Counsel to manage the     
legal department. Mrs. Jagielski has over 12 years of legal experience and has  
worked in the corporate sections of large law firms including Strasburger &     
Price L.L.P. and Akin, Gump, Strauss, Hauer, & Feld, L.L.P. and in house as     
Executive Vice President and General Counsel for a privately held healthcare    
business services company located in Dallas, Texas.                             

   All directors of Richmont Marketing Specialists serve one-year terms, and
are elected at the annual meeting of shareholders. Our directors do not receive 
compensation from Richmont Marketing Specialists for serving as directors, nor  
do they receive any compensation for their attendance at board meetings.        

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COMPENSATION OF NAMED EXECUTIVE OFFICERS                                        

The summary compensation table below sets forth information concerning
compensation paid in the fiscal year ended 1998 to Richmont Marketing           
Specialists' Chief Executive Officer and Richmont Marketing Specialists' 5 other
most highly compensated executive officers.                                     

SUMMARY COMPENSATION TABLE

                                                        [Enlarge/Download Table]

                                                                                  LONG-TERM        
                                                ANNUAL COMPENSATION              COMPENSATION      
                                           ------------------------------  ------------------------
                                                     VARIABLE     OTHER     SECURITIES             
                                                     COMPEN-     ANNUAL     UNDERLYING    ALL OTHER
                                                      SATION     COMPEN-   OPTIONS/SARS    COMPEN- 
                                           SALARY     BONUS     SATION(1)    GRANTED      SATION(2)
NAME AND PRINCIPAL POSITION          YEAR    ($)       ($)         ($)         (#)           ($)   
---------------------------          ----  -------   --------   ---------  ------------   ---------
                                                                                                   
Ronald D. Pedersen.................  1998  451,000        --                    --          4,632  
  President, CEO and Director                                                                      
Bruce A. Butler....................  1998  317,153        --     277,383        --          5,618  
  Executive Vice President and                                                                     
  Director                                                                                         
Jeffrey B. Hill....................  1998  310,000        --      41,491       888          5,632  
  Executive Vice President and                                                                     
  Director                                                                                         
Richard Silvers....................  1998  183,192        --      43,708       533          2,660  
  Executive Vice President and                                                                     
  Chief Information Officer                                                                        
  (commenced employment January 26,                                                                
  1998)                                                                                            
M. Brian Healy.....................  1998  123,077        --                   355             81  
  Executive Vice President, Chief                                                                  
  Financial Officer and Assistant                                                                  
  Treasurer (commenced employment                                                                  
  on May 18, 1998, and resigned on                                                                 
  March 22, 1999)                                                                                  
Gary Guffey........................  1998  186,722        --                    --          4,230  
  Executive Vice President and                                                                     
  Director (resigned on June 15,                                                                   
  1998)                                                                                            

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

(1) Other annual compensation includes reimbursement of $277,383, $43,708 and   
$33,696 in moving expenses for Messrs. Butler, Silvers and Hill,        
respectively.                                                           

(2) MSSC's matching contributions to the 401(k) Plan in 1998 for the executive  
officers were as follows: Mr. Pedersen, $4,500; Mr. Butler, $5,486; Mr. 
    Hill, $5,493; Mr. Silvers, $2,538; Mr. Healy, $0; and Mr. Guffey, $4,153.80.
MSSC paid for life insurance in 1998 for the officers in the amounts as 
   follows: Mr. Pedersen, $132; Mr. Butler, $132; Mr. Hill, $132; Mr. Silvers,
$122; Mr. Healy, $84; and Mr. Guffey, $76.                              

COMPENSATION COMMITTEE                                                          

  Our board of directors does not have a compensation committee. The board
approves the compensation of executive officers based on the recommendations    
made by the human resources and financial planning and budgeting departments.   

COMPENSATION PACKAGES                                                           

The primary element of our compensation program consists of fixed     
compensation in the form of base salary and a discretionary bonus. Another      
element of our compensation program consists of variable compensation in the    
form of stock appreciation rights granted pursuant to our incentive plan. Our   

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compensation policies with respect to each of these elements, including the     
basis for the compensation awarded to Mr. Pedersen, our Chief Executive Officer,
are discussed below.                                                            

     Base Salaries. Base salaries for executive officers are determined based on
several factors, including the responsibilities of the position held, the       
experience and expertise of the individual, salary survey results for similarly 
situated companies, salaries historically paid by our company, and our company  
performance relative to our competition.                                        

     Discretionary Bonus. In the past, we have paid performance bonuses annually
in the sole discretion of our management. In 1998, performance bonuses were     
specifically tied to overall revenue and EBITDA goals for our company without   
regard to individual performance. Except for contractual obligations to pay     
specific bonuses, we did not pay bonuses to executives for 1998. In order to    
better motivate employees, beginning in 1999, our bonus policy will be based on 
three factors: individual performance, the performance of the individual's      
region and our overall company performance. In determining the amount of bonus  
payable, these factors will be weighted as follows: 25% for individual          
performance, 25% for regional performance and 50% for our overall company       
performance.                                                                    

Incentive Compensation Awards. The third component of non-shareholder,
executive officer compensation consists of stock appreciation rights awarded    
under our incentive plan. These rights reflect our desire to provide an         
equity-based incentive for the executive officers and key personnel of Richmont 
Marketing Specialists. The incentive plan is administered by a committee        
appointed by the board of directors to administer and monitor the plan. The     
committee members are Messrs. Rochon, Byrd, Bouras and Butler. The committee has
responsibility for deciding which employees will receive stock appreciation     
right awards, the number of stock appreciation rights to be received and the    
terms of the stock appreciation rights.                                         

Chief Executive Officer Compensation. In setting Mr. Pedersen's       
compensation, the board of directors considers factors such as corporate        
performance, without regard to any specific performance-related targets, and    
individual experience and expertise. In addition, the board considered Mr.      
Pedersen's salary history and compensation levels of chief executive officers of
other comparable companies. No particular weight is given by the board to any of
the foregoing factors.                                                          

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OPTION/STOCK APPRECIATION RIGHT GRANTS IN LAST FISCAL YEAR                      

     Pursuant to Richmont Marketing Specialists' Incentive Plan, we have awarded
senior management stock appreciation rights to 36 key employees. Each stock     
appreciation right entitles the employee to realize the appreciation in value of
Richmont Marketing Specialists common stock over a 5 year period.               

  The stock appreciation rights vest 5 years after the date of their grant
and terminate 10 years from the date of their grant, unless sooner exercised or 
cancelled. Once vested, 20% of the stock appreciation rights become immediately 
exercisable and an additional 20% becomes exercisable each year thereafter for 4
years.                                                                          

Upon a "change of control", as defined under Richmont Marketing       
Specialists' Incentive Plan, all holders of outstanding stock appreciation      
rights, whether vested or unvested, are deemed to have exercised their stock    
appreciation rights immediately upon the occurrence of a change of control and  
cash is immediately due and payable in respect of the stock appreciation rights.

 The following table sets forth information regarding stock appreciation
rights granted to Richmont Marketing Specialists' Chief Executive Officer and   
Richmont Marketing Specialists' 5 other most highly compensated executive       
officers during fiscal 1998.                                                    

OPTION/SAR GRANTS IN LAST FISCAL YEAR 

                                                        [Enlarge/Download Table]

                                      INDIVIDUAL STOCK APPRECIATION RIGHT GRANTS              POTENTIAL REALIZABLE 
                           -----------------------------------------------------------------    VALUE AT ASSUMED   
                                                     PERCENT OF                                  ANNUAL RATES OF   
                                                     TOTAL STOCK                                   STOCK PRICE     
                                NUMBER OF        APPRECIATION RIGHTS                            APPRECIATION FOR   
                               SECURITIES            GRANTED TO                                STOCK APPRECIATION  
                               UNDERLYING             EMPLOYEES        EXERCISE                   RIGHT TERM(1)    
                           APPRECIATION RIGHTS        IN FISCAL         PRICE     EXPIRATION  ---------------------
NAME                           GRANTED(#)               YEAR            ($/SH)       DATE       5%($)      10%($)  
----                       -------------------   -------------------   --------   ----------  ---------   ---------
                                                                                                                   
Ronald D. Pedersen........          --                    --              --             --         --          -- 
Bruce M. Butler...........          --                    --              --             --         --          -- 
Jeffrey B. Hill...........         888                   9.3%            518       12/31/07    289,790     731,375 
Richard Silvers...........         533                   5.6%            518       12/31/07    173,939     438,989 
M. Brian Healy(2).........         355                   3.7%            518       12/31/07    115,851     292,385 
Gary Guffey...............          --                    --              --             --         --          -- 

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

(1) The figures presented are based on the assumption that the stock price      
   underlying the stock appreciation rights will appreciate at rates of 5% and
10% per year, respectively, compounded over the full 10 year term of the
stock appreciation rights. However, the holding terms of the stock      
  appreciation rights and actual appreciation in the value of the underlying
stock, if any, may vary substantially from these assumptions.           

(2) Mr. Healy resigned from his position with Richmont Marketing Specialists on 
March 22, 1999. In connection with this termination of employment, Mr.  
Healy's stock appreciation rights were surrendered.                     

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AGGREGATED STOCK APPRECIATION RIGHT EXERCISES IN LAST FISCAL YEAR AND FISCAL    
YEAR-END SAR VALUES                                                             

The following table provides information on the number of stock       
appreciation rights held by Richmont Marketing Specialists' Chief Executive     
Officer and Richmont Marketing Specialists' 5 other most highly compensated     
executive officers at fiscal year-end 1998.                                     

AGGREGATED OPTION/STOCK APPRECIATION RIGHT EXERCISES IN LAST FISCAL YEAR
AND YEAR-END OPTION/STOCK APPRECIATION RIGHT VALUES 

                                                        [Enlarge/Download Table]

                                                  NUMBER OF SECURITIES                                    
                                                       UNDERLYING                VALUE OF UNEXERCISED     
                                                    UNEXERCISED STOCK             IN-THE-MONEY STOCK      
                          SHARES                 APPRECIATION RIGHTS AT         APPRECIATION RIGHTS AT    
                        ACQUIRED ON   VALUE        FISCAL YEAR END(#)             FISCAL YEAR END($)      
                         EXERCISE    REALIZED  ---------------------------  ------------------------------
NAME                        (#)        ($)     EXERCISABLE   UNEXERCISABLE  EXERCISABLE   UNEXERCISABLE(1)
----                    -----------  --------  -----------   -------------  -----------   ----------------
                                                                                                          
Ronald D. Pedersen.....      0         --           0               0            0              --        
Bruce M. Butler........      0         --           0               0            0              --        
Jeffrey B. Hill........      0         --           0             888            0              --        
Richard Silvers........      0         --           0             533            0              --        
M. Brian Healy.........      0         --           0             355            0              --        
Gary Guffey............      0         --           0               0            0              --        

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

(1) Because all outstanding stock appreciation rights have been issued for less 
   than 5 years, none of the outstanding stock appreciation rights have vested
or possess current value.                                               

DEFERRED COMPENSATION                                                           

     Richmont Marketing Specialists has entered into deferred compensation plans
with each of Messrs. Pedersen, Butler and Guffey. Under the plans, Mr. Pedersen 
will be entitled to receive $2,750,000, and Mr. Butler will be entitled to      
receive $1,250,000, upon the termination of their employment with Richmont      
Marketing Specialists. Payments are to be made in monthly installments over a   
period not to exceed 120 months. Mr. Guffey is currently receiving monthly      
payments under the deferred compensation plan; total payments to be made to Mr. 
Guffey over a ten year period will equal $950,000. See "Management Deferred     
Compensation Plans" for a further description of the plans.                     

EMPLOYMENT AGREEMENTS                                                           

  On April 2, 1996, Richmont Marketing Specialists entered into employment
agreements with Ronald D. Pedersen and Bruce A. Butler. Under the employment    
agreements, the executives are employed in such executive capacity or capacities
as determined by Richmont Marketing Specialists' board of directors. Under the  
terms of their respective employment agreements, Mr. Pedersen receives an annual
base salary of $372,000, and Mr. Butler receives an annual base salary of       
$240,000, in each case subject to annual adjustment. In 1998, as adjusted, Mr.  
Pedersen received a salary of $451,000, and Mr. Butler received a salary of     
$317,153. On April 1, 1999, Richmont Marketing Specialists entered into an      
employment agreement with Jeffrey B. Hill, under which Mr. Hill will serve as   
President of Business Development of MSSC, or in any other capacity designated  
by management from time to time. Mr. Hill will receive an annual base salary of 
$330,000, subject to annual adjustment. In addition to the base salary, each    
executive is entitled to receive a bonus, pursuant to the company's bonus policy
and subject to the sole and exclusive discretion of the board of directors.     

    Mr. Pedersen's employment agreement provides for a 5 year term expiring on
April 2, 2001. The Initial term of Mr. Butler's employment agreement provides   
for a 3 year term, and expired on April 2, 1999. At that time, Mr. Butler's     
employment agreement was automatically renewed for a one-year period. Mr. Hill's
employment agreement provides for a 1 year term, expiring on April 1, 2000. Each
of Mr. Pederson's and Mr. Butler's employment agreements is automatically       
renewed for a one-year period on its expiration date, and on each anniversary   
thereof, unless the board of directors delivers to the executive a notice of    
termination at least 1 year plus 120 days prior to the then-current expiration  
date. Mr. Hill's                                                                

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employment agreement automatically renews for a one-year period on the          
expiration date and on each anniversary thereof unless terminated by Richmont   
Marketing Specialists in accordance with the terms of his agreement. If Richmont
Marketing Specialists terminates an executive without cause, such executive     
shall receive all compensation and benefits entitled him under his employment   
agreement through the expiration date. In addition, if Mr. Hill's contract is   
not renewed other than for cause, he is entitled to severance payments equal to 
his annual salary. Following the expiration date, Mr. Hill may not compete with 
Richmont Marketing Specialists for a period of 1 year; in addition, Messrs.     
Pedersen and Butler may not compete with Richmont Marketing Specialists for a   
period of 2 years following the expiration date in the event either is          
terminated for cause.                                                           

BENEFICIAL OWNERSHIP OF STOCK 

     The following table sets forth the beneficial ownership of the common stock
of Richmont Marketing Specialists by:                                           

- each person who is known by Richmont Marketing Specialists to own   
 beneficially more than 5% of the common stock of Richmont Marketing
Specialists;                                                      

    - each of Richmont Marketing Specialists' directors and executive officers
who are shareholders; and                                         

     - all directors and executive officers of Richmont Marketing Specialists as
a group.                                                          

                                                                [Download Table]

                                                              NUMBER    PERCENTAGE
                                                             OF SHARES  OF SHARES 
                                                             ---------  ----------
                                                                                  
STOCKHOLDERS OWNING 5% OR MORE OF RICHMONT MARKETING                              
  SPECIALISTS COMMON STOCK                                                        
MS Acquisition Limited......................................  82,581       60.0%  
  4300 Westgrove Drive                                                            
  Dallas, Texas 75248                                                             
Jeffrey A. Watt.............................................  16,826       12.2%  
OFFICERS AND DIRECTORS                                                            
John P. Rochon(1)...........................................      --         --   
Ronald D. Pedersen..........................................  25,842       18.8%  
Timothy M. Byrd(1)..........................................      --         --   
Nick G. Bouras(1)...........................................      --         --   
Bruce A. Butler.............................................   6,193        4.5%  
All directors and executive officers of Richmont Marketing                        
  Specialists as a group....................................  32,035       23.3%  

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

(1) Messrs. Rochon, Bouras and Byrd may be deemed to share beneficial ownership 
of the 82,581 shares of common stock owned by MS Acquisition Limited, a 
   Texas limited partnership, by virtue of their status as shareholders in the
corporation which is the managing general partner of Richmont Capital   
   Partners I, L.P., which controls MS Acquisition. Messrs. Rochon, Bouras and
Byrd disclaim beneficial ownership of such shares.                      

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RELATIONSHIPS AND RELATED TRANSACTIONS

STOCKHOLDERS AGREEMENT                                                          

On October 7, 1997, Richmont Marketing Specialists entered into a     
stockholders agreement with MS Acquisition Limited, and Ronald D. Pederson,     
Bruce A. Butler, Gary R. Guffey and Jeffrey A. Watt. Messrs. Pedersen, Butler,  
Guffey and Watt are the minority stockholders of the Company. MS Acquisition and
the minority stockholders constitute all of Richmont Marketing Specialists'     
common stockholders. Among other things, the stockholders agreement:            

    (1) places significant restrictions on the ability of a minority
stockholder to transfer, pledge or otherwise dispose of his shares of 
 Richmont Marketing Specialists common stock prior to the initial public
offering of Richmont Marketing Specialists common stock;              

          (2) grants "tag-along" rights -- i.e., rights to participate in a sale
  of Richmont Marketing Specialists common stock on a pro rata basis -- to
    each minority stockholder in connection with the sale by MS Acquisition of
more than 5% of its common stock of Richmont Marketing Specialists;   

(3) places on the minority stockholders "come along"        
obligations -- i.e., MS Acquisition has the right to require minority 
     stockholders to participate in a sale of all Richmont Marketing Specialists
   common stock -- with respect to all Richmont Marketing Specialists common
  stock held by the minority stockholders, in connection with a sale by MS
    Acquisition of all of its Richmont Marketing Specialists common stock to a
non-affiliated third party;                                           

        (4) grants to MS Acquisition, first, Richmont Marketing Specialists,
    second and other minority stockholders, third, a right of first refusal in
     the event that a minority stockholder or his transferee desires to transfer
any Richmont Marketing Specialists common stock;                      

   (5) grants, at any time during the first 15 days of each fiscal
  quarter occurring between January 1, 2001 and December 31, 2003, to each
  minority stockholder who is no longer an employee an option to sell, and
     requires Richmont Marketing Specialists to purchase, his Richmont Marketing
Specialists common stock, at a per share price generally based on a   
   negotiated multiple of Richmont Marketing Specialists' EBITDA less funded
debt, and payable in cash, notes, or a combination of both;           

       (6) grants, at any time during the first 15 days of the second full
fiscal quarter occurring after the death or disability of a minority  
  stockholder, to the legal guardian or representative of such deceased or
 disabled minority stockholder, an option to sell, and requires Richmont
Marketing Specialists to purchase, the Richmont Marketing Specialists 
    common stock owned by such deceased or disabled minority stockholder, at a
per share price generally based on a negotiated multiple of Richmont  
     Marketing Specialists' EBITDA less funded debt, and payable in cash, notes,
or a combination of both; and                                         

         (7) grants to Richmont Marketing Specialists an option to repurchase,
    at a purchase price described in the stockholders agreement, all or any of
the Richmont Marketing Specialists common stock owned by any minority 
stockholder who has been terminated for cause by Richmont Marketing   
     Specialists or Marketing Specialists Sales Company, has become disabled, or
    has transferred shares of Richmont Marketing Specialists common stock to a
     third party by operation of law pursuant to or otherwise in connection with
any minority stockholder's divorce, bankruptcy or death.              

  The terms of our senior credit facility and the notes currently restrict
the amount of funds we may use, or our ability to incur additional indebtedness,
each of which may be necessary to satisfy our commitments under the stockholders
agreement.                                                                      

    In addition, the stockholders agreement contains a voting agreement, under
which 3 members of Richmont Marketing Specialists' board of directors will be   
nominated by Ronald D. Pedersen and 4 members will be nominated by MS           
Acquisition. The stockholders agreement will terminate upon the                 

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occurrence of specific events, including an initial public offering of the      
Richmont Marketing Specialists common stock.                                    

As of December 31, 1998, 2 of the 4 minority stockholders, owning an  
aggregate of 16.7% of Richmont Marketing Specialists common stock, were no      
longer employed by Richmont Marketing Specialists.                              

REGISTRATION RIGHTS AGREEMENT                                                   

Under a registration rights agreement between Richmont Marketing      
Specialists and MS Acquisition dated as of October 7, 1997, Richmont Marketing  
Specialists granted demand registration rights and incidental registration      
rights to MS Acquisition with respect to the sale of Richmont Marketing         
Specialists common stock held by it. The registration rights agreement contains 
customary cutback provisions which may limit the number of shares of common     
stock that MS Acquisition may have registered in an underwritten offering.      

EQUITY CONTRIBUTION AGREEMENT                                                   

 In connection with Richmont Marketing Specialists' becoming the holding
company of Marketing Specialists Sales Company, on October 7, 1997, all of the  
stockholders of Marketing Specialists Sales Company exchanged their Marketing   
Specialists Sales Company common stock for an equivalent number of shares of    
Richmont Marketing Specialists common stock.                                    

GATEWAY LEASE AGREEMENT                                                         

    On May 1, 1991, Richmont Marketing Specialists' predecessor entered into a
10 year lease with ABP Partners Ltd., a Texas partnership, relating to a 23,000 
square foot building known as 2324 Gateway Drive in Irving, Texas. Ronald D.    
Pedersen is a general partner of ABP Partners Ltd.                              

  The Gateway lease contains customary covenants and provisions. Under the
terms of the Gateway lease, Richmont Marketing Specialists pays monthly rent of 
$20,700. In August 1998, Richmont Marketing Specialists relocated its corporate 
headquarters and therefore, no longer occupies this lease space. ABP Partners   
Ltd. recently entered into a purchase agreement with a prospective purchaser for
the sale of the building. Subject to the prospective purchaser's right to       
conduct due diligence, the sale is expected to close in June 1999. If the       
building is sold, Richmont Marketing Specialists expects to be released from    
further obligations under the Gateway lease.                                    

MANAGEMENT DEFERRED COMPENSATION PLANS                                          

     Richmont Marketing Specialists has entered into deferred compensation plans
with the minority stockholders under which the minority stockholders will       
receive payments upon termination of active employment with Richmont Marketing  
Specialists. Payments of deferred compensation under these deferred compensation
plans are to be made in monthly installments over a period not to exceed 120    
months. Pursuant to amendments to each of these deferred compensation plans,    
dated November 20, 1995, the minority stockholders became fully vested in the   
deferred compensation plans. The minority stockholders are to receive aggregate 
deferred compensation of $6.9 million.                                          

THE DEBT AGREEMENT                                                              

  Pursuant to an agreement among MS Acquisition, the minority stockholders
and Marketing Specialists Sales Company, dated as of September 12, 1997,        
promissory notes held by MS Acquisition in the amount of $1.5 million and by the
minority stockholders in the amount $2 million were cancelled and contributed to
the capital of Richmont Marketing Specialists. In addition, MS Acquisition      
contributed $1.5 million in cash. Following the consummation of the transaction 
contemplated by the agreement, the stock ownership of Marketing Specialists     
Sales Company did not change.                                                   

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DESCRIPTION OF NOTES

The outstanding notes were, and the notes to be issued in the exchange
offer will be, issued under an indenture dated as of December 19, 1997 between  
Richmont Marketing Specialists, its subsidiaries and Chase Bank of Texas,       
National Association, formerly known as Texas Commerce Bank National            
Association, as trustee. A copy of the indenture is filed as an exhibit to the  
registration statement which includes this prospectus and is available to you   
upon request.                                                                   

The terms of the outstanding notes and the notes to be issued in the  
exchange offer include those stated in the indenture and those made part of the 
indenture by reference to the Trust Indenture Act of 1939, as amended. You can  
find the definitions of terms used in this description under the subheading     
"Definitions" below.                                                            

    The terms of the notes to be issued in the exchange offer are identical in
all material respects to the terms of the outstanding notes, except for transfer
restrictions relating to the outstanding notes. Any outstanding notes that      
remain outstanding after the exchange offer, together with the notes issued in  
the exchange offer, will be treated as a single class of securities under the   
indenture for voting purposes. When we refer to the term "note" or "notes" in   
this "Description of Notes" section, we are referring to both the outstanding   
notes and the notes to be issued in the exchange offer. When we refer to        
"holders" of the notes, we are referring to those persons who are the registered
holders of the notes on the books of the registrar appointed under the          
indenture.                                                                      

    The indenture also contains provisions which would allow us to issue up to
$50 million of additional notes having the same terms as the notes described in 
this section if we comply with the requirements contained in the indenture. If  
any additional notes are issued, they will be considered part of the same issue 
as the notes, and will vote on all matters with these notes. For purposes of    
this "Description of Notes" section, however, reference to the "notes" does not 
include the "additional notes."                                                 

  The following description is a summary of the material provisions of the
indenture. It does not restate the indenture in its entirety. We urge you to    
read the indenture because it, and not this description, defines your rights as 
holders of these notes.                                                         

BRIEF DESCRIPTION OF THE NOTES AND THE SUBSIDIARY GUARANTEES                    

The Notes                                                                   

The notes:                                                            

 - are general, unsecured obligations of Richmont Marketing Specialists;

  - are subordinated in right of payment to all existing and future Senior
Indebtedness of Richmont Marketing Specialists;                   

  - are senior in right of payment to all existing and future Subordinated
Obligations of Richmont Marketing Specialists; and                

   - are unconditionally guaranteed by the guarantor subsidiaries identified
immediately below.                                                

The Subsidiary Guarantees                                                   

The notes are fully and unconditionally guaranteed by the following   
subsidiaries of Richmont Marketing Specialists, each of which is referred to as 
a "guarantor subsidiary":                                                       

- Marketing Specialists Sales Company                                 

- Bromar, Inc.                                                        

- Brokerage Services, Inc.                                            

- Atlas Marketing Company, Inc.                                       

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- Century Food Brokers of Hickory, Inc.                               

- East Coast Food Brokerage, Inc.                                     

- Ultimate Food Sales, Inc.                                           

- Cumberland Food Brokers, Inc.                                       

- Meatmaster Brokerage, Inc.                                          

     Future subsidiaries of Richmont Marketing Specialists will also be required
to guarantee the notes under the circumstances described below under the heading
"Covenants -- Additional Guarantor Subsidiaries."                               

The subsidiary guarantees:                                            

- are general, unsecured obligations of each guarantor subsidiary;    

  - are subordinated in right of payment to all existing and future Senior
Indebtedness of each guarantor subsidiary; and                    

  - are senior in right of payment to all existing and future Subordinated
Obligations of each guarantor subsidiary.                         

   As of December 31, 1998, Richmont Marketing Specialists and the guarantor
subsidiaries had an outstanding letter of credit issued under the senior credit 
facility in the amount of $1,371,777. As indicated above and discussed in detail
under the heading "Subordination" below, payments on the notes and under the    
subsidiary guarantees will be subordinated to the payment of Senior             
Indebtedness, including the letter of credit. The indenture also permits        
Richmont Marketing Specialists and the guarantor subsidiaries to incur          
additional Senior Indebtedness.                                                 

    As of the date of this prospectus, all of our subsidiaries are "Restricted
Subsidiaries." However, under the circumstances described below under the       
heading "Covenants -- Designation of Restricted and Unrestricted Subsidiaries," 
we will be permitted to designate certain of our subsidiaries as "Unrestricted  
Subsidiaries." Unrestricted Subsidiaries will not be subject to many of the     
covenants contained in the indenture. Unrestricted Subsidiaries will not        
guarantee these notes.                                                          

PRINCIPAL, MATURITY AND INTEREST                                                

We have issued outstanding notes in the aggregate principal amount of 
$100,000,000. The notes issued in the exchange offer will be treated as a       
continuation of the outstanding notes. The notes mature on December 15, 2007.   

The notes bear interest at a rate equal to 10 1/8% per annum, payable 
semi-annually in arrears on June 15 and December 15 of each year. We will make  
each interest payment to the holders of record of these Notes on the immediately
preceding June 1 or December 1.                                                 

    Interest on the notes is computed on the basis of a 360 day year comprised
of twelve 30 day months.                                                        

METHODS OF RECEIVING PAYMENTS ON THE NOTES                                      

    Principal and interest payments on the notes will be made at the corporate
trust office of the trustee, at 2200 Ross Avenue, 5th Floor, Dallas, Texas 75201
unless we elect to make interest payments by check mailed to the holders of the 
notes at their registered addresses.                                            

PAYING AGENT AND REGISTRAR FOR THE NOTES                                        

   The trustee has also been appointed to act as paying agent and registrar.
We may change the paying agent and registrar without prior notice to the holders
of the notes, and Richmont Marketing Specialists or any of our wholly-owned     
subsidiaries may act as paying agent or registrar.                              
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TRANSFER AND EXCHANGE                                                           

 Any holder of these notes may transfer and exchange notes in accordance
with the indenture. The registrar and the trustee may require a holder, among   
other things, to furnish appropriate endorsements and transfer documents, and we
may require a holder to pay any taxes and fees required by law or permitted     
under the indenture. We are not required to transfer or exchange any note that  
has been selected for redemption. Also, we are 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 for all  
purposes.                                                                       

SUBORDINATION                                                                   

The payment of principal, premium and interest, if any, on the notes: 

- is subordinate in right of payment to all of Richmont Marketing     
Specialists' existing and future Senior Indebtedness;             

- ranks equal in right of payment with all of Richmont Marketing      
       Specialists' existing and future Senior Subordinated Indebtedness and all
   Deferred Obligations that existed on or before December 19, 1997; and

   - is senior in right of payment to all of Richmont Marketing Specialists'
       existing and future Subordinated Obligations and any Deferred Obligations
incurred after December 19, 1997.                                 

  The notes are also effectively subordinated to any of Richmont Marketing
Specialists' Secured Indebtedness to the extent of the value of the assets      
securing the Secured Indebtedness. However, payment on the notes made from the  
trust described under the heading "Defeasance" below is not subordinated to any 
Senior Indebtedness or subject to the payment restrictions described below.     

Holders of Richmont Marketing Specialists' Senior Indebtedness will be
entitled to receive payment in full of all obligations due in respect of the    
Senior Indebtedness before the holders of the notes will be entitled to receive 
any payment on the notes in the event of any distribution to our creditors:     

(1) in any liquidation or dissolution of Richmont Marketing 
Specialists; or                                                       

    (2) in a bankruptcy, reorganization, insolvency, receivership or
similar proceeding affecting Richmont Marketing Specialists or its    
property.                                                             

In addition, we may not make any payment on the notes, including any  
defeasance or optional redemption of the notes, if:                             

(1) with respect to any of our Senior Indebtedness:         

   (a) a payment default occurs and is continuing beyond the
applicable grace period; or                                     

       (b) any other default occurs which causes the maturity of the
      Senior Indebtedness to be accelerated in accordance with its terms; or

          (2) with respect to any of Designated Senior Indebtedness, any default
occurs and is continuing that permits holders of the Designated Senior
    Indebtedness to accelerate its maturity, and the trustee receives a notice
     of the default, known as a "Payment Blockage Notice," from a representative
of the holders of the Designated Senior Indebtedness.                 

Payments on the notes shall be resumed:                               

     (1) in the case of a payment default or a default under which the
  maturity of the Senior Indebtedness is automatically accelerated, on the
date on which such default is cured or waived; or                     

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          (2) in the case of a nonpayment default, on 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 the Designated Senior Indebtedness has been accelerated.  

   No new Payment Blockage Notice may be delivered unless and until 360 days
have elapsed since the effectiveness of the immediately prior Payment Blockage  
Notice, provided that holders of Bank Indebtedness have the right to deliver a  
Payment Blockage Notice at least once during every 360 day period.              

No nonpayment default that existed or was continuing on the date of   
delivery of any Payment Blockage Notice to the trustee may be the basis for a   
subsequent Payment Blockage Notice unless that nonpayment default has been cured
or waived for a period of not less than 90 consecutive days.                    

  We must promptly notify the holders of Designated Senior Indebtedness if
payment on the notes is accelerated because of an Event of Default. We may not  
pay the notes until 5 business days after the holders of the Designated Senior  
Indebtedness receive that notice and, thereafter, we may pay the notes only if  
the subordination provisions of the Indenture otherwise permit payment at that  
time.                                                                           

   As a result of the subordination provisions described in this section, in
the event of a bankruptcy, liquidation or reorganization of Richmont Marketing  
Specialists, Holders of the notes may recover less ratably than holders of our  
Senior Indebtedness. See "Risk Factors" for a discussion of the risks to you    
associated with the subordination of the notes.                                 

 Although the indenture contains limitations on the amount of additional
Indebtedness that we and the guarantor subsidiaries may incur in the future, the
amount of additional Indebtedness could be substantial. In any case, such       
Indebtedness may be Senior Indebtedness that ranks senior in right of payment to
payments on the notes or the subsidiary guarantees. See                         
"Covenants -- Limitations on Indebtedness" below for a description of the       
restrictions on our ability to incur additional debt.                           

SUBSIDIARY GUARANTEES                                                           

The guarantor subsidiaries have jointly and severally guaranteed our  
obligations under the notes and the indenture. The guarantor subsidiaries have  
also agreed to pay the expenses incurred by the trustee or the holders in       
enforcing any rights under the subsidiary guarantees.                           

Payment under each subsidiary guarantee:                              

- is subordinate in right of payment to all existing and future Senior
Indebtedness of that guarantor subsidiary;                        

- ranks equal in right of payment with the existing and future Senior 
     Subordinated Indebtedness of that guarantor subsidiary and all Deferred
     Obligations of that guarantor subsidiary existing on December 19, 1997;
and                                                               

 - is senior in right of payment to all existing and future Subordinated
      Obligations of that guarantor subsidiary and all Deferred Obligations of
that guarantor subsidiary incurred after December 19, 1997.       

Each subsidiary guarantee will also be effectively subordinated to any
Secured Indebtedness of that guarantor subsidiary to the extent of the value of 
the assets securing such Secured Indebtedness.                                  

  Each subsidiary guarantee is limited in amount so as not to constitute a
fraudulent conveyance or fraudulent transfer under applicable law. See "Risk    
Factors" for a discussion of these limitations.                                 

     Future subsidiaries of Richmont Marketing Specialists will also be required
to guarantee the Notes if that subsidiary incurs any Indebtedness. See          
"Covenants -- Future Guarantor Subsidiaries" for a discussion of our obligation 
to have future subsidiaries become guarantors of these notes.                   

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The subsidiary guarantee of a guarantor subsidiary will be released:  

  (1) upon payment in full of all of the guaranteed obligations;

         (2) upon any merger or consolidation of the guarantor subsidiary with
or into any Person other than Richmont Marketing Specialists or a     
     subsidiary of Richmont Marketing Specialists if the guarantor subsidiary is
not the surviving entity; or                                          

     (3) upon the sale by Richmont Marketing Specialists or any of its
     subsidiaries of the capital stock of the guarantor subsidiary, resulting in
     the guarantor subsidiary no longer being a subsidiary of Richmont Marketing
Specialists;                                                          

provided, in the case of any merger, consolidation or sale described in items   
(2) or (3) above, any proceeds received by Richmont Marketing Specialists are   
applied in accordance with the covenant described below under the subheading    
"Repurchase at the Option of Holders -- Asset Sales and Sales of Subsidiary     
Stock."                                                                         

OPTIONAL REDEMPTION                                                             

    At any time prior to December 15, 2000, Richmont Marketing Specialists may
on one or more occasions redeem up to 35% of the notes originally issued under  
the indenture at a redemption price of 110.125% of the principal amount of the  
notes redeemed, plus accrued and unpaid interest to the redemption date, with   
the Net Cash Proceeds of one or more Public Equity Offerings; provided that at  
least $65 million in aggregate principal amount of the notes remains outstanding
after each redemption.                                                          

    Except pursuant to the preceding paragraph, we will not have the option of
redeeming the notes prior to December 15, 2002.                                 

  On and after December 15, 2002, we may redeem all or a part of the notes
upon not less than 30 nor more than 60 days' notice to the holders of the notes,
at the redemption prices, expressed as percentages of the principal amount of   
the notes, set forth below, plus accrued and unpaid interest thereon, if any, to
the applicable redemption date, if redeemed during the 12 month period beginning
on December 15 of the years indicated below:                                    

                                                                [Download Table]

                                                               REDEMPTION
YEAR                                                             PRICE   
----                                                           ----------
                                                                         
2002........................................................    105.063% 
2003........................................................    103.375% 
2004........................................................    101.688% 
2005 and thereafter.........................................    100.000% 

REPURCHASE AT THE OPTION OF HOLDERS                                             

Change of Control                                                           

   If a Change of Control occurs, each holder will have the right to require
Richmont Marketing Specialists to repurchase all or any part of the holder's    
notes. The purchase price will equal 101% of the principal amount of the notes  
redeemed, plus accrued and unpaid interest, if any, to the date of purchase.    
Each of the following events constitutes a "Change of Control":                 

      (1) prior to the first public offering of Voting Stock of Richmont
Marketing Specialists, the Permitted Holders either:                  

          (A) cease to be the "beneficial owner" as defined in Rules 13d-3
     and 13d-5 under the Exchange Act, directly or indirectly, of at least
       35% of the aggregate total voting power of the Voting Stock of Richmont
        Marketing Specialists, whether as a result of any issuance of securities
of Richmont Marketing Specialists, any merger, consolidation,   
liquidation or dissolution of                                   

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  Richmont Marketing Specialists, any direct or indirect transfer of
securities by any Permitted Holder or otherwise; or             

           (B) do not have the right or ability by voting power, contract or
       otherwise to elect or designate for election a majority of the board of
directors.                                                      

 For purposes of this item (1), the Permitted Holders shall be deemed to
   "beneficially own" any Voting Stock of an entity held by any other entity
  (the "parent entity") so long as the Permitted Holders beneficially own,
    directly or indirectly, a majority of the voting power of the Voting Stock
of the parent entity;                                                 

          (2) (A) any "person" (as such term is used in Sections 13(d) and 14(d)
of the Exchange Act), other than one or more Permitted Holders, is or 
 becomes the beneficial owner (as defined in item (1) above, except that
  such 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 more than 35% of the total voting power of the Voting Stock
of Richmont Marketing Specialists; and                                

        (B) the Permitted Holders "beneficially own" (as defined in item (1)
     above), directly or indirectly, in the aggregate a lesser percentage of the
  total voting power of the Voting Stock of Richmont Marketing Specialists
     than the person referred to in clause (A), and the Permitted Holders do not
   have the right or ability by voting power, contract or otherwise to elect
or designate for election a majority of the board of directors.       

 For the purposes of this item (2), such other person shall be deemed to
beneficially own any Voting Stock of a specified corporation held by a
     parent corporation, if such other person "beneficially owns" (as defined in
   this item (2)), directly or indirectly, more than 35% of the voting power
  of the Voting Stock of such parent corporation and the Permitted Holders
    "beneficially own" (as defined in item (1) above), directly or indirectly,
in the aggregate a lesser percentage of the voting power of the Voting
  Stock of such parent corporation and do not have the right or ability by
  voting power, contract or otherwise to elect or designate for election a
majority of the board of directors of such parent corporation); or    

        (3) during any period of 2 consecutive years, individuals who at the
beginning of the 2 year period constituted the board of directors of  
Richmont Marketing Specialists cease for any reason to constitute a   
 majority of the board of directors then in office. For purposes of this
item (3), the board of directors at the beginning of the 2 year period
     shall be deemed to include any new directors whose election by the board of
directors or whose nomination for election by the Richmont Marketing  
Specialists' shareholders was approved by a vote of a majority of the 
   directors then still in office who were either directors at the beginning
    of such period or whose election or nomination for election was previously
so approved.                                                          

   Within 30 days following any Change of Control, unless we have previously
mailed a redemption notice with respect to all then-outstanding notes, we will  
mail a notice to each holder describing the transaction or transactions that    
constitute the Change of Control and offering to repurchase the notes on a      
specified repurchase date pursuant to the procedures required by the indenture  
and described in that notice. We will comply with the requirements of Rule 14e-1
under the Exchange Act, and any other securities laws and regulations to the    
extent such laws and regulations are applicable, in connection with the         
repurchase of notes made as a result of a Change of Control.                    

On the repurchase date, we will purchase all the notes that have been 
tendered in accordance with the procedures set forth in the notice delivered to 
the holders. We will pay each holder that has tendered notes the purchase price 
plus any accrued interest up to the date of the repurchase.                     

    Prior to complying with any of the provisions described in this "Change of
Control" section, but in any event within 30 days following the Change of       
Control, Richmont Marketing Specialists will (1) repay                          

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or offer to repay all Bank Indebtedness or (2) obtain the requisite consent     
under the agreement governing the Bank Indebtedness to permit the repurchase of 
the notes required by this covenant.                                            

  The provisions described above require us to make an offer to repurchase
notes in the event of a Change of Control regardless of whether or not any other
provisions of the indenture are applicable. Our obligations under this "Change  
of Control" covenant may only be satisfied by completion of the change of       
control offer described above, or waived by the holders of all the outstanding  
notes. Except as described above with respect to a Change of Control, the       
indenture does not require us to repurchase or redeem the notes in the event of 
a takeover, recapitalization or similar transaction.                            

Our senior credit facility currently prohibits us from purchasing any 
notes, and also provides that certain Change of Control events with respect to  
us would constitute a default under our senior credit facility. Any future      
agreements governing Senior Indebtedness may also contain similar restrictions. 
In the event a Change of Control occurs at a time when we are prohibited from   
purchasing notes, we may seek the consent of our senior lenders to purchase the 
notes or attempt to refinance the borrowings that prohibit the purchase. If we  
do not obtain such a consent or repay those borrowings, we will remain          
prohibited from purchasing the notes. In that case, our failure to repurchase   
the notes would constitute an Event of Default which would, in turn, constitute 
a default under the agreements governing our Senior Indebtedness. In those      
circumstances, the subordination provisions of the indenture would restrict     
payments to the holders of the notes.                                           

    The Change of Control purchase feature is a result of negotiations between
us and the initial purchaser of the outstanding notes. We have no present       
intention of engaging in a transaction involving a Change of Control, although  
it is possible that we may decide to do so in the future. Subject to the        
limitations contained in the indenture, we could, in the future, enter into     
certain transactions, including acquisitions, refinancings or other             
recapitalizations, that would not constitute a Change of Control, but that could
increase the amount of Indebtedness outstanding at that time or otherwise affect
our capital structure or credit ratings.                                        

 Richmont Marketing Specialists will not be required to make an offer to
repurchase the notes upon a Change of Control if a third party makes the offer  
in the manner in compliance with the terms of the indenture, and that third     
party purchases all notes validly tendered and not withdrawn pursuant to the    
offer.                                                                          

Asset Sales and Sales of Subsidiary Stock                                   

 We will not, and will not permit any of our Restricted Subsidiaries to,
make any Asset Disposition unless:                                              

       (1) Richmont Marketing Specialists or its Restricted Subsidiary, as
the case may be, receives consideration at the time of the Asset      
     Disposition at least equal to the fair market value of the assets or shares
sold or disposed of; and                                              

   (2) at least 85%, or 100% in the case of lease payments, of the
    consideration received by Richmont Marketing Specialists or the Restricted
    Subsidiary is in the form of cash. For purposes of this provision, each of
the following are deemed to be cash:                                  

            (a) any Indebtedness of Richmont Marketing Specialists, other than
       Disqualified Stock, or any Restricted Subsidiary that is assumed by the
        transferee of the assets pursuant to a customary novation agreement that
    releases Richmont Marketing Specialists or the Restricted Subsidiary
from further liability; and                                     

          (b) any securities received by Richmont Marketing Specialists or
any Restricted Subsidiary from the transferee that are promptly 
converted by Richmont Marketing Specialists or such Restricted  
Subsidiary into cash.                                           

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    In any year in which the aggregate amount of Net Available Cash from Asset
Dispositions exceeds $5 million, we will apply 100% of that excess as follows:  

          (1) first, within 60 days of the receipt of the Net Available Cash, to
repay Senior Indebtedness or other Indebtedness of any Wholly Owned   
Subsidiary that requires repayment by its terms, other than Preferred 
Stock; and                                                            

         (2) second, within 270 days of the receipt of the Net Available Cash,
to reinvest in Additional Assets.                                     

If there is at least $10 million in Net Available Cash from any Asset 
Disposition that is not applied or invested as provided in the preceding        
paragraph, we will make an offer to the holders of the notes and, if we so elect
or are required, to the holders of any other Indebtedness that ranks equal in   
right of payment with the notes, to ratably purchase the notes and that other   
Indebtedness. The offer price for the notes will be equal to 100% of the        
principal amount of the notes plus any accrued but unpaid interest.             

     In the event there is insufficient Net Available Cash to repurchase all the
notes and other Indebtedness ranking equally in right of payment with the notes 
that has been tendered, we will select the Notes and the other Indebtedness for 
redemption on a pro rata basis. If any Net Available Cash remains after the     
Notes and other Indebtedness are tendered and repurchased in accordance with the
preceding paragraph, we will repay our other Indebtedness or Indebtedness of our
Restricted Subsidiaries.                                                        

  Richmont Marketing Specialists will comply with the requirements of Rule
14e-1 under the Exchange Act, and any other securities laws and regulations to  
the extent such laws and regulations are applicable, in connection with the     
repurchase of notes made in connection with an Asset Disposition.               

SELECTION AND NOTICE                                                            

     If Richmont Marketing Specialists redeems less than all of the notes at any
time, the trustee will select the notes for redemption on a pro rata basis, by  
lot or by such other method as the trustee in its sole discretion deems to be   
fair and appropriate.                                                           

  Richmont Marketing Specialists will not redeem notes in denominations of
$1,000 or less 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 the notes to be redeemed at its registered address.                   

If any note is to be redeemed in part only, the notice of redemption  
relating to such note will state the portion of the principal amount of the note
to be redeemed. A new note in principal amount equal to the unredeemed portion  
will be issued in the name of the holder upon cancellation of the original note.
Notes called for redemption become due on the date fixed for redemption. On and 
after the redemption date, interest ceases to accrue on notes or portions of    
notes called for redemption.                                                    

COVENANTS                                                                       

Limitations on Indebtedness                                                 

 Richmont Marketing Specialists will not, and will not permit any of its
Restricted Subsidiaries to, directly or indirectly, create, incur, issue,       
assume, guarantee or otherwise become directly or indirectly liable, contingent 
or otherwise, with respect to (collectively, "incur") any Indebtedness,         
including Indebtedness deemed incurred by reason of any person becoming a       
Restricted Subsidiary, unless:                                                  

          (1) if such Indebtedness is incurred on or prior to December 31, 1999,
the Consolidated Coverage Ratio would be greater than 2.00:1.00; or   

     (2) if such Indebtedness is incurred after December 31, 1999, the
Consolidated Coverage Ratio would be greater than 2.25:1.00.          

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   The restrictions set forth in the preceding paragraph do not apply to any
of the following types of Indebtedness:                                         

        (1) Bank Indebtedness or Indebtedness incurred pursuant to any other
  revolving credit, term loan or working capital financings; provided that
     the aggregate principal amount of such Indebtedness at any time outstanding
  does not exceed (x) the greater of $25 million and the Borrowing Base in
   effect from time to time, less (y) the aggregate amount of all repayments
     of principal on the Indebtedness that have been made with the Net Available
Cash from Asset Dispositions;                                         

        (2) Indebtedness between or among Richmont Marketing Specialists and
  any of its Wholly-Owned Restricted Subsidiaries; provided, however, that
    the following will be deemed to constitute the incurrence of Indebtedness:

           (a) any subsequent issuance or transfer of any capital stock that
   results in any Wholly Owned Subsidiary ceasing to be a Wholly Owned
Subsidiary, or any other event having the same result; and      

       (b) any subsequent sale or transfer of any such Indebtedness,
      except to Richmont Marketing Specialists or a Wholly Owned Subsidiary;

        (3) Indebtedness of Richmont Marketing Specialists or its Restricted
Subsidiaries represented by the notes or the subsidiary guarantees;   

        (4) Indebtedness of Richmont Marketing Specialists or its Restricted
Subsidiaries outstanding on December 19, 1997, other than Indebtedness
described in items (1) and (2) above;                                 

        (5) Indebtedness of a Restricted Subsidiary incurred and outstanding
     on or prior to the date on which such Restricted Subsidiary was acquired by
Richmont Marketing Specialists, other than Indebtedness incurred as   
    consideration in, in contemplation of, or to provide all or any portion of
the funds or credit support utilized to consummate the transaction or 
    series of related transactions pursuant to which the Restricted Subsidiary
 became a subsidiary; provided, however, that at the time the Restricted
   Subsidiary is acquired, and after giving effect to the incurrence of such
    Indebtedness, Richmont Marketing Specialists would have been able to incur
     $1.00 of additional Indebtedness under the Consolidated Coverage Ratio test
in the first paragraph of this covenant;                              

   (6) Indebtedness under performance bonds, bankers' acceptances,
    letters of credit, surety or appeal bonds or guarantees resulting from the
endorsement of negotiable instruments provided by Richmont Marketing  
Specialists and its Restricted Subsidiaries in the ordinary course of 
business and which do not secure other Indebtedness;                  

(7) Indebtedness under Currency Agreements and Interest Rate
     Agreements, in each case entered into for bona fide hedging purposes in the
ordinary course of business; provided that the Currency Agreements and
  Interest Rate Agreements do not increase the Indebtedness outstanding at
any time other than as a result of fluctuations in foreign currency   
exchange rates or interest rates or by reason of fees, indemnities and
compensation payable;                                                 

        (8) Indebtedness of Richmont Marketing Specialists or any Restricted
Subsidiary consisting of obligations for purchase price adjustments in
connection with the acquisition or disposition of assets by Richmont  
Marketing Specialists or any Restricted Subsidiary permitted under the
    indenture, provided that the principal amount of all Indebtedness incurred
   pursuant to this item (8), when taken together with all other outstanding
Indebtedness incurred pursuant to this item (8), shall not exceed $3  
million;                                                              

      (9) Indebtedness of Richmont Marketing Specialists or a Restricted
Subsidiary owed to any Person in connection with workers' compensation
    insurance provided by such Person to Richmont Marketing Specialists or the
Restricted Subsidiary or pursuant to reimbursement or indemnification 
     obligations to such Person, in each case incurred in the ordinary course of
business;                                                             

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       (10) Purchase Money Indebtedness, Attributable Debt and Capitalized
     Lease Obligations in an aggregate principal amount not to exceed $2 million
at any time outstanding;                                              

         (11) Refinancing Indebtedness incurred in respect of any Indebtedness
     described in items (3) through (10) above or in the first paragraph of this
covenant; and                                                         

         (12) Indebtedness not otherwise permitted to be incurred by the first
paragraph of this covenant or by items (1) through (11) above, in an  
 aggregate principal amount at any time outstanding not in excess of $15
million.                                                              

Notwithstanding the preceding paragraph, neither Richmont Marketing   
Specialists nor its Restricted Subsidiaries may incur Indebtedness qualifying   
under items (1) through (12) above if the proceeds are used, directly or        
indirectly, to repay or refinance any Subordinated Obligations unless that      
Indebtedness will be subordinated to the notes to at least the same extent as   
the Subordinated Obligations.                                                   

 For purposes of determining compliance with this covenant, in the event
that an item of Indebtedness meets the criteria of more than one of the types of
Indebtedness described in items (1) through (12) above, or is entitled to be    
incurred pursuant to the first paragraph of this covenant, we will be permitted 
to classify that item of Indebtedness in any manner that complies with this     
covenant.                                                                       

   The maximum amount of Indebtedness that Richmont Marketing Specialists or
any Restricted Subsidiary may incur under this covenant shall not be deemed to  
be exceeded solely as a result of fluctuations in the exchange rates of         
currencies.                                                                     

No Senior Subordinated Indebtedness                                         

Richmont Marketing Specialists may not incur any Indebtedness that is 
subordinate or junior in any respect to any Senior Indebtedness and senior in   
right of payment to the notes. Richmont Marketing Specialists also may not      
become liable with respect to any Deferred Obligations unless they are expressly
subordinated in right of payment to the notes.                                  

   No guarantor subsidiary may incur any Indebtedness that is subordinate or
junior in any respect to any of that guarantor subsidiary's Senior Indebtedness 
and senior in right of payment to the subsidiary guarantees. No guarantor       
subsidiary may become liable with respect to any Deferred Obligations unless    
they are expressly subordinated in right of payment to the subsidiary           
guarantees.                                                                     

Restrictions on Secured Indebtedness                                        

     Richmont Marketing Specialists and the guarantor subsidiaries may not incur
any Secured Indebtedness that is not Senior Indebtedness, unless, at the time   
the Secured Indebtedness is incurred:                                           

    - in the case of Secured Indebtedness that ranks equal in right of payment
     to the notes or the subsidiary guarantees, the notes and the subsidiary
      guarantees are secured equally and ratably with the Secured Indebtedness
for so long as the Secured Indebtedness is secured by a Lien; or  

- in the case of Secured Indebtedness that is subordinated in right of
  payment to the notes or the subsidiary guarantees, the notes and the
    subsidiary guarantees are secured on a senior basis for so long as the
Secured Indebtedness is secured by a Lien.                        

Restricted Payments                                                         

 Richmont Marketing Specialists will not, and will not permit any of its
Restricted Subsidiaries to, directly or indirectly:                             

(1) declare or pay any dividend or make any other payment or
distribution on or in respect of its capital stock, including, without
limitation, any payment in connection with any merger or              

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consolidation involving Richmont Marketing Specialists or any of its  
Restricted Subsidiaries, except for:                                  

         (a) dividends or distributions payable solely in capital stock,
other than Disqualified Stock; and                              

      (b) dividends or distributions payable to Richmont Marketing
Specialists or to another Restricted Subsidiary;                

   (2) purchase, redeem, retire or otherwise acquire for value any
capital stock of Richmont Marketing Specialists or its Restricted     
     Subsidiaries held by any party other than Richmont Marketing Specialists or
one of its Restricted Subsidiaries;                                   

        (3) purchase, redeem, defease, retire or otherwise acquire for value
    any Subordinated Obligations prior to any scheduled maturity, repayment or
sinking fund payment, other than:                                     

         (a) purchases made in anticipation of satisfying a sinking fund
       obligation, installment payment or final maturity payment, in each case
due within 1 year of the date of acquisition; and               

           (b) reductions of Subordinated Obligations consisting of purchase
      price adjustments in connection with the acquisition or disposition of
 assets by Richmont Marketing Specialists or one of its Restricted
Subsidiaries; and                                               

       (4) make any Investment other than a Permitted Investment (all such
     payments and other actions set forth in clauses (1) through (4) above being
collectively referred to as "Restricted Payments"),                   

unless, at the time the Restricted Payment is made:                             

      (1) no Default has occurred and is continuing, or would occur as a
consequence of the Restricted Payment;                                

         (2) Richmont Marketing Specialists could, at the time such Restricted
     Payment is made and after giving effect to the Restricted Payment, incur at
least $1.00 of additional Indebtedness under the Consolidated Coverage
     Ratio test set forth in the first paragraph of the covenant described above
under the caption "-- Limitations on Indebtedness"; or                

         (3) the Restricted Payment, together with the aggregate amount of all
     other Restricted Payments declared or made after December 19, 1997, is less
than the sum of:                                                      

          (a) 50% of the Consolidated Net Income accrued during the period
   from December 19, 1997 to the end of the most recent fiscal quarter
      ending prior to the date of the Restricted Payment for which financial
     statements are then available, or, if the Consolidated Net Income for
that period is a deficit, minus 100% of such deficit;           

          (b) 100% of the aggregate Net Cash Proceeds received by Richmont
    Marketing Specialists from the issuance or sale of its capital stock
    other than Disqualified Stock subsequent to December 19, 1997, other
        than Net Cash Proceeds received from the issuance or sale of its capital
       stock to any of its subsidiaries or to an employee stock ownership plan
      or other trust established by Richmont Marketing Specialists or any of
its subsidiaries;                                               

          (c) 100% of the aggregate Net Cash Proceeds received by Richmont
    Marketing Specialists from the issuance or sale of its capital stock
    other than Disqualified Stock to an employee stock ownership plan or
       other trust subsequent to December 19, 1997; provided, however, that if
     the plan or trust incurs any Indebtedness owing to, or guaranteed by,
      Richmont Marketing Specialists or any Restricted Subsidiary to finance
     the acquisition of the capital stock, the aggregate amount under this
subsection (c) shall be limited to:                             

        (1) the Net Cash Proceeds received by Richmont Marketing
Specialists from the issuance of its capital stock, less  
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          (2) the Indebtedness incurred to or guaranteed by Richmont
Marketing Specialists or any Restricted Subsidiary, less  

                (3) any increase in Richmont Marketing Specialists' Consolidated
       Net Worth resulting from principal repayments made by the plan or
    trust with respect to the Indebtedness incurred to finance the
capital stock;                                            

        (d) the amount by which the Indebtedness of Richmont Marketing
 Specialists or its Restricted Subsidiaries is reduced on Richmont
       Marketing Specialists' balance sheet upon the conversion or exchange of
    any Indebtedness of Richmont Marketing Specialists or its Restricted
   Subsidiaries issued after December 19, 1997 into Richmont Marketing
Specialists' capital stock, less the amount of any cash or other
        property distributed by Richmont Marketing Specialists or any Restricted
Subsidiary upon such conversion or exchange; and                

     (e) the amount equal to the net reduction in Investments in
Unrestricted Subsidiaries resulting from any of the following:  

               (1) payments of dividends, repayments of the principal of loans
    or advances or other transfers of assets to Richmont Marketing
Specialists or any Restricted Subsidiary from Unrestricted
Subsidiaries;                                             

                (2) the redesignation of Unrestricted Subsidiaries as Restricted
           Subsidiaries; provided the amount of the net reduction in Investments
         resulting from a redesignation described in this section is limited
        to the amount of Investments previously made by Richmont Marketing
   Specialists or any Restricted Subsidiary in that Unrestricted
     Subsidiary, which amount was included in the calculation of the
amount of Restricted Payments; or                         

           (3) the sale, liquidation or repayment of any Investment in
         Unrestricted Subsidiaries, in an amount not to exceed lesser of (x)
         the net cash proceeds received by Richmont Marketing Specialists or
         any Restricted Subsidiary in connection with that sale, liquidation
       or repayment and (y) the initial amount of that Investment, which
        amount was included in the calculation of the amount of Restricted
Payments.                                                 

The preceding provisions do not prohibit:                             

     (1) the purchase or redemption of Richmont Marketing Specialists'
  capital stock or Subordinated Obligations in exchange for, or out of the
proceeds of the substantially concurrent sale of, Richmont Marketing  
     Specialists' capital stock, other than Disqualified Stock and capital stock
     issued or sold to a subsidiary or an employee stock ownership plan or other
trust established by Richmont Marketing Specialists or any of its     
   subsidiaries; provided, however, that the amount of any Net Cash Proceeds
from the sale that are utilized for the purchase or redemption will be
     excluded from clause (3)(b) or 3(c)of the preceding paragraph; and provided
   further that the amount of any purchase or redemption will be excluded in
the calculation of the amount of Restricted Payments;                 

     (2) the purchase or redemption of Richmont Marketing Specialists'
 Subordinated Obligations in exchange for, or out of the proceeds of the
     substantially concurrent sale of, any Indebtedness which is permitted to be
    incurred pursuant to items (1) through (12) of the second paragraph of the
covenant described under "-- Limitations on Indebtedness"; provided,  
however, that such a purchase or redemption will be excluded in the   
calculation of the amount of Restricted Payments;                     

       (3) the purchase or redemption of Subordinated Obligations from Net
    Available Cash to the extent permitted by the covenant described under the
   heading "Repurchase at the Option of the Holders -- Asset Sales and Sales
     of Subsidiary Stock"; provided, however, that such a purchase or redemption
   will be excluded in the calculation of the amount of Restricted Payments;

    (4) the payment of any dividend within 60 days after the date of
    declaration thereof, if at the date of declaration the dividend would have
     complied with the provisions of this covenant; provided, however, that such
  dividend will be included in the calculation of the amount of Restricted
Payments;                                                             
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      (5) the repurchase of shares of, or options to purchase shares of,
   common stock of Richmont Marketing Specialists or any of its subsidiaries
from any of their employees, former employees, directors or former    
  directors, or permitted transferees of such employees, former employees,
     directors or former directors, pursuant to the terms of agreements or plans
     approved by the board of directors under which such individuals purchase or
    sell, or are granted the option to purchase or sell, shares of such common
   stock; provided, however, that the aggregate amount of these repurchases,
other than repurchases made with respect to a deceased person that are
funded using the proceeds of a life insurance policy relating to such 
   person of which Richmont Marketing Specialists or a Restricted Subsidiary
is the beneficiary, shall not exceed $5 million in any calendar year; 
    provided further, however, that these repurchases shall be included in the
calculation of the amount of Restricted Payments;                     

         (6) the purchase for total consideration not in excess of $10 million
   of any of Richmont Marketing Specialists' common stock held by members of
 its senior management who were not members of the board of directors on
   December 19, 1997, so long as no Default has occurred or is continuing or
    would result from the purchase; provided, however, that such purchase will
be included in the calculation of the amount of Restricted Payments;  

          (7) dividends, distributions or other payments made on or with respect
   to capital stock to the extent payable in shares of capital stock of such
person, other than Disqualified Stock; or                             

         (8) other Restricted Payments in an aggregate amount not to exceed $3
million.                                                              

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries   

     Richmont Marketing Specialists will not, and will not permit any Restricted
Subsidiary to, create or otherwise cause or permit to exist or become effective 
any restriction on the ability of any Restricted Subsidiary to:                 

          (1) pay dividends or make any other distributions on its capital stock
or pay any Indebtedness owed to Richmont Marketing Specialists;       

        (2) make any loans or advances to Richmont Marketing Specialists; or

    (3) transfer any of its property or assets to Richmont Marketing
Specialists.                                                          

However, the preceding restrictions will not apply to encumbrances or 
restrictions existing under or by reason of:                                    

     (1) any agreement in effect or entered into on December 19, 1997;

          (2) any agreement governing Indebtedness of a Restricted Subsidiary in
effect on the date on which that Restricted Subsidiary was acquired by
    Richmont Marketing Specialists, except to the extent such Indebtedness was
incurred in connection with or in contemplation of that acquisition;  

    (3) Refinancing Indebtedness, provided that the encumbrances and
    restrictions contained in any refinancing agreement or amendment, taken as
     a whole, are no less favorable to the noteholders than the encumbrances and
restrictions contained in the original agreements;                    

    (4) customary non-assignment provisions in any lease, license or
similar contract;                                                     

         (5) any agreement to transfer, option or other right with respect to,
     or any Lien on, any property or assets of Richmont Marketing Specialists or
any Restricted Subsidiary, to the extent such agreement or Lien is    
permitted by the Indenture;                                           

     (6) any security agreement or mortgage securing Indebtedness of a
Restricted Subsidiary to the extent the encumbrance or restriction    
     restricts the transfer of the property subject to the security agreement or
mortgage; and                                                         

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       (7) any agreement for the sale or other disposition of a Restricted
Subsidiary that restricts distributions by that Restricted Subsidiary 
pending its sale or other disposition.                                

Merger and Consolidation                                                    

  Richmont Marketing Specialists may not consolidate or merge with or into
another Person, or convey, transfer or lease all or substantially all its assets
to any Person, unless:                                                          

  (1) either (a) Richmont Marketing Specialists is the surviving
   corporation or (b) the Person formed by or surviving the consolidation or
 merger, or the Person to which the conveyance or transfer of assets has
     been made, is a corporation, limited liability company, limited partnership
or business trust organized and existing under the laws of the United 
States of America, any state thereof or the District of Columbia;     

        (2) the Person formed by or surviving the consolidation or merger or
the Person to which the conveyance, transfer of assets has been made  
    expressly assumes all of Richmont Marketing Specialists' obligations under
     the notes and the indenture under agreements reasonably satisfactory to the
trustee;                                                              

       (3) immediately after giving effect to such transaction, no Default
has occurred and is continuing;                                       

         (4) the Person formed by or surviving the consolidation or merger, if
other than Richmont Marketing Specialists:                            

    (a) will have Consolidated Net Worth immediately after the
    transaction equal to or greater than Richmont Marketing Specialists'
Consolidated Net Worth immediately prior to the transaction; and

             (b) will, on the date of the transaction and after giving effect to
       the transaction and any related financing transactions, be permitted to
incur an additional $1.00 of Indebtedness under the Consolidated
    Coverage Ratio test set forth in the first paragraph of the covenant
       described above under the caption "-- Limitations on Indebtedness"; and

      (5) Richmont Marketing Specialists has delivered to the trustee an
    officers' certificate and an opinion of its counsel, each stating that the
  consolidation, merger or transfer and the documents delivered under item
(2) above comply with the terms of the indenture.                     

This "Merger and Consolidation" covenant does not apply to (a) any    
consolidation, merger, conveyance, transfer or lease between or among Richmont  
Marketing Specialists and its Restricted Subsidiaries and (b) any merger of     
Richmont Marketing Specialists with an Affiliate incorporated solely for the    
purpose of reincorporating Richmont Marketing Specialists in another            
jurisdiction to realize tax or other benefits.                                  

Transactions with Affiliates                                                

 Richmont Marketing Specialists will not, and will not permit any of its
Restricted Subsidiaries to, directly or indirectly, enter into or conduct any   
transaction with any Affiliate (an "Affiliate Transaction"), unless:            

        (1) the Affiliate Transaction is on terms that are no less favorable
 to Richmont Marketing Specialists or the relevant Restricted Subsidiary
   than those that could be obtained in a comparable transaction by Richmont
     Marketing Specialists or the Restricted Subsidiary with an unrelated party;

(2) Richmont Marketing Specialists delivers to the trustee: 

 (a) with respect to any Affiliate Transaction involving
   consideration in excess of $1 million, a resolution of its board of
   directors set forth in an officer's certificate certifying that the
Affiliate                                                       

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Transaction complies with this covenant and that the Affiliate  
        Transaction has been approved by a majority of the disinterested members
of the board of directors; and                                  

 (b) with respect to any Affiliate Transaction involving
       consideration in excess of $5 million, an opinion as to the fairness or
     reasonableness of the Affiliate Transaction from a financial point of
view issued by a nationally recognized accounting, appraisal or 
investment banking firm.                                        

  The following items shall not be deemed to be Affiliate Transactions and
are therefore not subject to the provisions of the preceding paragraph:         

         (1) Restricted Payments permitted by the covenant described under the
heading "-- Restricted Payments" above;                               

          (2) any issuance of securities, or other payments, awards or grants in
  cash, securities or otherwise pursuant to, or the funding of, employment
    arrangements, stock options and stock ownership plans approved by Richmont
    Marketing Specialists' board of directors or the board of directors of the
relevant Restricted Subsidiary;                                       

     (3) loans or advances to employees made in the ordinary course of
business in accordance with the past practices up to $500,000 in the  
aggregate outstanding at any one time;                                

       (4) the payment of reasonable directors fees to persons who are not
  otherwise Affiliates of Richmont Marketing Specialists or its Restricted
Subsidiaries;                                                         

    (5) transactions between or among Richmont Marketing Specialists
and/or its Wholly Owned Subsidiaries;                                 

         (6) indemnification or insurance provided to officers or directors of
    Richmont Marketing Specialists and its Restricted Subsidiaries approved in
good faith by the relevant board of directors;                        

 (7) payments under, or amendments or extensions of, the lease
agreement between Marketing Specialists Sales Company, a subsidiary of
Richmont Marketing Specialists, and ABP Partners Ltd. relating to the 
   Irving, Texas facility, provided that any amendments or extensions are on
    commercially reasonable terms as certified by a recognized commercial real
 estate firm that is not an Affiliate of Richmont Marketing Specialists;

        (8) leases of real property from any Permitted Holder, provided that
the leases are on commercially reasonable terms as certified by a     
     recognized commercial real estate firm that is not an Affiliate of Richmont
Marketing Specialists;                                                

(9) fees paid to Permitted Holders other than any Management
  Stockholder for management services in an aggregate amount not to exceed
$500,000 per year, plus related out-of-pocket expenses; and           

  (10) sales of Richmont Marketing Specialists' capital stock to
Affiliates.                                                           

 Limitation on Sales and Issuances of Capital Stock of Restricted Subsidiaries

     Richmont Marketing Specialists will not sell any shares of capital stock of
a Restricted Subsidiary, and will not permit any Restricted Subsidiary, directly
or indirectly, to issue or sell any shares of its capital stock or the capital  
stock of another Restricted Subsidiary, unless:                                 

      (1) the issuance or sale is to Richmont Marketing Specialists or a
Wholly Owned Subsidiary;                                              

    (2) immediately after giving effect to the issuance or sale, the
Restricted Subsidiary whose stock is sold or issued is no longer a    
Restricted Subsidiary; and                                            

 (3) the shares of capital stock issued or sold are directors'
qualifying shares.                                                    

     The proceeds of any sale of capital stock permitted by this section will be
treated as Net Available Cash from an Asset Disposition and must be applied in  
accordance with the terms of the covenant                                       

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described under the subheading "Repurchase at the Option of Holders -- Asset    
Sales and Sales of Subsidiary Stock."                                           

Reports                                                                     

    Whether or not required by the Securities and Exchange Commission, so long
as any of these notes are outstanding, Richmont Marketing Specialists will      
furnish to the holders of the notes, within the time periods specified in the   
Commission's rules and regulations:                                             

    (1) all quarterly and annual financial information that would be
    required to be contained in a filing with the Commission on Forms 10-Q and
    10-K if Richmont Marketing Specialists were required to file such reports,
  including a "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and, with respect to the annual information
 only, a report on the annual financial statements by Richmont Marketing
Specialists' certified independent accountants;                       

       (2) all current reports that would be required to be filed with the
   Commission on Form 8-K if Richmont Marketing Specialists were required to
file such reports; and                                                

      (3) after any initial public offering of capital stock of Richmont
 Marketing Specialists, a copy of the annual report that is furnished to
shareholders.                                                         

   Richmont Marketing Specialists will also comply with the other provisions
of Section 314(a) of the Trust Indenture Act.                                   

Additional Guarantor Subsidiaries                                           

     Any Restricted Subsidiary which incurs Indebtedness must become a guarantor
subsidiary and execute and deliver to the trustee a supplemental indenture under
which it guarantees payment of the notes, unless that Restricted Subsidiary is  
already a party to the indenture.                                               

   Each additional subsidiary guarantee will also be limited in amount so as
not to constitute a fraudulent conveyance or fraudulent transfer under          
applicable law. See "Risk Factors -- Fraudulent Transfer Considerations" for    
further information.                                                            

Designation of Restricted and Unrestricted Subsidiaries                     

     The board of directors may designate any of Richmont Marketing Specialists'
subsidiaries to be an Unrestricted Subsidiary unless that subsidiary, or any of 
its subsidiaries, owns any capital stock or Indebtedness of, or owns or holds   
any Lien on any property of, Richmont Marketing Specialists or any other        
Restricted Subsidiary of Richmont Marketing Specialists; provided, however, that
either:                                                                         

         (1) the subsidiary to be designated as an Unrestricted Subsidiary has
total Consolidated assets of $1,000 or less; or                       

        (2) if the subsidiary to be designated as an Unrestricted Subsidiary
     has total Consolidated assets greater than $1,000, the designation would be
    permitted under the covenant described under the subheading "-- Restricted
Payments."                                                            

     The board of directors may also designate any Unrestricted Subsidiary to be
a Restricted Subsidiary; provided, however, that immediately after giving effect
to such designation:                                                            

      (1) Richmont Marketing Specialists could incur $1.00 of additional
 Indebtedness under the Consolidated Coverage Ratio test described under
"-- Covenants  -- Limitations on Indebtedness"; and                   

(2) no Default shall have occurred and be continuing.       

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Business Activities                                                         

     Richmont Marketing Specialists will not, and will not permit any Restricted
Subsidiary to, engage in any business other than businesses related, ancillary  
or complementary to the businesses conducted on December 19, 1997.              

Sale and Leaseback Transactions                                             

     Richmont Marketing Specialists will not, and will not permit any Restricted
Subsidiary to, enter into any sale and leaseback transaction relating to any    
property unless:                                                                

    (1) Richmont Marketing Specialists or that Restricted Subsidiary
could:                                                                

            (a) incur Indebtedness in an amount equal to the Attributable Debt
      relating to that sale and leaseback transaction under the Consolidated
    Coverage Ratio test set forth in the first paragraph of the covenant
      described above under the subheading "-- Limitations on Indebtedness";
and                                                             

          (b) create a Lien on the property securing the Attributable Debt
 without equally and ratably securing the notes under the covenant
      described above under the subheading "-- Limitations on Indebtedness";

        (2) the net cash proceeds received by Richmont Marketing Specialists
or the Restricted Subsidiary in connection with the sale and leaseback
transaction is at least equal to the fair value, as determined in good
     faith by the board of directors, of the property that is the subject of the
sale and leaseback transaction; and                                   

        (3) the transfer of the property that is the subject of the sale and
   leaseback transaction is permitted by, and Richmont Marketing Specialists
  applies the proceeds of the sale and leaseback transaction in compliance
 with, the covenant described above under the heading "Repurchase at the
Option of Holders -- Asset Sales and Sales of Subsidiary Stock."      

EVENTS OF DEFAULT                                                               

Each of the following is an Event of Default:                         

        (1) a default for 30 days in the payment when due of interest on the
 notes, whether or not prohibited by the subordination provisions in the
indenture;                                                            

        (2) a default in payment when due of the principal of or premium, if
any, on the notes, whether or not prohibited by the subordination     
provisions in the indenture;                                          

        (3) the failure by Richmont Marketing Specialists to comply with its
obligations under the covenant described under the caption            
"Covenants -- Merger and Consolidation" above;                        

       (4) the failure by Richmont Marketing Specialists for 30 days after
notice to comply with its obligations described under the captions    
   "Repurchase at the Option of Holders -- Change of Control" or "Covenants"
above, other that failures to pay on the Notes;                       

       (5) the failure by Richmont Marketing Specialists for 60 days after
     notice to comply with any of the other agreements contained in the notes or
the indenture;                                                        

        (6) a default under any agreement governing Indebtedness of Richmont
Marketing Specialists or any of its Restricted Subsidiaries, if that  
default:                                                              

        (a) is caused by a failure to pay principal or interest on the
   Indebtedness prior to the expiration of the applicable grace period
provided in such Indebtedness on the date of such default; or   

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          (b) results in the acceleration of the Indebtedness prior to its
express maturity;                                               

and, in each case, the total amount of the Indebtedness unpaid or     
accelerated exceeds $5 million;                                       

       (7) certain events of bankruptcy, insolvency or reorganization with
respect to Richmont Marketing Specialists or a Significant Subsidiary;

   (8) failure by Richmont Marketing Specialists or any Restricted
     Subsidiary to pay final judgments or decrees in excess of $5 million, which
   judgments are not paid, discharged or stayed for a period of 60 days; and

       (9) any subsidiary guarantee ceases to be in full force and effect,
    except as contemplated by its terms, or any guarantor subsidiary denies or
    disaffirm its obligations under the indenture or its subsidiary guarantee,
and this Default continues for 10 days.                               

In the case of an Event of Default arising from certain events of     
bankruptcy, insolvency or reorganization with respect to Richmont Marketing     
Specialists or any Significant Subsidiary, the principal and interest on the    
notes will become immediately due and payable without further action or notice. 
If any other Event of Default occurs and is continuing, the trustee or the      
holders of at least 25% in principal amount of the outstanding notes may declare
the principal and interest on the notes to be immediately due and payable.      

   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 outstanding notes may direct the trustee in its      
exercise of any trust or power. The trustee may withhold from holders of the    
notes notice of any continuing Default or Event of Default, other than Defaults 
or Events of Default relating to the payment of principal or interest, if the   
trustee determines that withholding notice is in the interest of those holders. 

  Subject to the provisions of the indenture relating to the duties of the
trustee, in case an Event of Default occurs and is continuing, the trustee will 
be under no obligation to exercise any of the rights or powers under the        
indenture at the request or direction of any of the holders unless such holders 
have offered to the trustee reasonable indemnity or security against any loss,  
liability or expense.                                                           

Richmont Marketing Specialists is required to deliver to the trustee  
annually a statement regarding compliance with the indenture. Within 30 days of 
becoming aware of any Default or Event of Default, Richmont Marketing           
Specialists is also required to deliver to the trustee a statement describing   
the Default and explaining the action Richmont Marketing Specialists is taking  
with respect to the Default.                                                    

AMENDMENTS AND WAIVERS                                                          

Without the consent of each holder of an outstanding note affected, an
amendment or waiver may not                                                     

          (1) reduce the principal amount of notes whose holders must consent to
an amendment or waiver;                                               

        (2) reduce the rate of or extend the time for payment of interest on
any note;                                                             

         (3) reduce the principal of or change the fixed maturity of any note;

     (4) reduce the premium payable upon the redemption of any note or
  change the time at which any note may be redeemed as described under the
caption "Optional Redemption" above;                                  

         (5) make any note payable in money other than as stated on the notes;

        (6) make any change to the subordination provisions of the indenture
that adversely affects the rights of any holder;                      

 (7) impair the right of any holder to (a) receive payments of
principal and interest on the notes or (b) institute a suit for the   
enforcement of any payment on the notes;                              

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     (8) modify the subsidiary guarantees in any manner adverse to the
holders; or                                                           

         (9) make any change in the preceding amendment and waiver provisions.

    Notwithstanding the preceding, without the consent of any holder of notes,
Richmont Marketing Specialists and the trustee may amend or supplement the      
indenture or the notes:                                                         

(1) to cure any ambiguity, defect or inconsistency;         

        (2) to provide for the assumption of Richmont Marketing Specialists'
obligations by a successor corporation;                               

         (3) to provide for uncertificated notes in addition to or in place of
certificated notes;                                                   

      (4) to make any change that would provide any additional rights or
benefits to the holders of notes or that does not adversely affect the
legal rights under the indenture of any the holders; or               

  (5) to comply with requirements of the Securities and Exchange
Commission in order to effect or maintain the qualification of the    
indenture under the Trust Indenture Act.                              

  However, no amendment may be made to the subordination provisions of the
indenture if the amendment adversely affects the rights of any holder of        
outstanding Senior Indebtedness unless the holders of the affected Senior       
Indebtedness consent to such change.                                            

The consent of the noteholders is not necessary under the indenture to
approve the particular form of any proposed amendment. It is sufficient if the  
consent approves the substance of the proposed amendment.                       

DEFEASANCE                                                                      

     Richmont Marketing Specialists may, at its option and at any time, elect to
have all of its obligations discharged with respect to the outstanding notes and
all of the obligations of the guarantor subsidiaries discharged with respect to 
their subsidiary guarantees ("legal defeasance"), except for:                   

       (1) obligations relating to the issuance of temporary notes and the
replacement of lost, stolen, destroyed or mutilated notes;            

    (2) obligations to maintain a registrar and paying agent for the
notes;                                                                

     (3) obligations related to the rights, powers, trusts, duties and
immunities of the trustee; and                                        

      (4) obligations relating to the defeasance provisions described in
this section.                                                         

   In addition, Richmont Marketing Specialists may, at its option and at any
time, elect to have its obligations and the obligations of the guarantor        
subsidiaries released with respect to certain covenants described in the        
indenture ("covenant defeasance"). In the event covenant defeasance occurs,     
failure to comply with those covenants will not constitute an Event of Default  
with respect to the notes. In addition, if covenant defeasance occurs, certain  
events described under the heading "Events of Default", not including payment   
defaults or defaults resulting from bankruptcy proceedings, will no longer      
constitute Events of Default with respect to the notes.                         

 In order to exercise either the legal defeasance option or the covenant
defeasance option:                                                              

        (1) Richmont Marketing Specialists must irrevocably deposit with the
  trustee, in trust, for the benefit of the holders of the notes, money or
  U.S. Government Obligations in an amount that will be sufficient, in the
     opinion of a nationally-recognized firm of independent accountants, for the
payment of principal, premium, if any, and interest on the notes to   
redemption or maturity, as the case may be;                           

    (2) no Default or Event of Default from bankruptcy or insolvency
events shall have occurred and be continuing at any time in the period
ending on the 123rd day after the date of deposit;                    

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      (3) the defeasance will not result in a breach or violation of, or
constitute a default under, any other agreement or instrument to which
Richmont Marketing Specialists is a party or is bound;                

     (4) Richmont Marketing Specialists must deliver to the trustee an
     opinion of counsel to the effect that the defeasance trust created does not
qualify as an "investment company" under the Investment Company Act of
1940;                                                                 

       (5) in the case of legal defeasance, Richmont Marketing Specialists
    must deliver to the trustee an opinion of counsel reasonably acceptable to
     the trustee confirming that (a) Richmont Marketing Specialists 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,
 the holders of the outstanding notes will not recognize income, gain or
  loss for federal income tax purposes as a result of the legal defeasance
    and will be subject to federal income tax on the same amounts, in the same
manner and at me same times as would have been the case if the legal  
defeasance had not occurred;                                          

          (6) in the case of covenant defeasance, Richmont Marketing Specialists
    must deliver to the trustee an opinion of counsel 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 the 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; and            

     (7) Richmont Marketing Specialists must deliver to the trustee an
officer's certificate and an opinion of counsel, each stating that all
    conditions precedent relating to the defeasance have been complied with by
Richmont Marketing Specialists.                                       

CONCERNING THE TRUSTEE                                                          

     Chase Bank of Texas, National Association, formerly known as Texas Commerce
Bank National Association, is trustee under the Indenture and has been appointed
by Richmont Marketing Specialists as registrar and paying agent for the notes.  

     The holders of a majority in principal amount of the 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. The indenture provides,     
however, that in case an Event of Default, 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 this standard, 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.                                                                        

GOVERNING LAW                                                                   

The indenture provides that it and the notes will be governed by, and 
construed in accordance with, the laws of the State of New York, without giving 
effect to applicable principles of conflicts of law to the extent that the      
application of the law of another jurisdiction would be required.               

DEFINITIONS                                                                     

  Set forth below are some of the defined terms used in the indenture. You
should read these definitions in order to understand the terms used in this     
"Description of Notes" section and to more fully understand the terms of the    
indenture governing the notes. The defined terms used in the indenture and set  
forth below may not necessarily correspond to common meanings for the same or   
similar terms, and may differ from terms used in similar agreements. We urge you
to read the indenture for full disclosure of all these terms.                   

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"Affiliate" of any specified Person means any other Person directly or
indirectly controlling, controlled by, or under direct or indirect common       
control with, such specified Person. For the purposes of this definition,       
"control" when used with respect to any Person means the power to direct the    
management and policies of such Person, directly or indirectly, whether through 
the ownership of voting securities, by contract or otherwise; and the terms     
"controlling" and "controlled" have meanings correlative to the foregoing. For  
purposes of the provisions described under "Repurchase at the Option of         
Holders -- Asset Sales and Sales of Subsidiary Stock" and                       
"Covenants -- Affiliate Transactions" only, "Affiliate" shall also mean any     
beneficial owner of shares representing 5% or more of the total voting power of 
the Voting Stock on a fully diluted basis of Richmont Marketing Specialists or  
of rights or warrants to purchase such Voting Stock, whether or not currently   
exercisable, and any Person who would be an Affiliate of any such beneficial    
owner pursuant to the first sentence of this definition.                        

     "Asset Disposition" means any sale, lease, transfer or other disposition by
Richmont Marketing Specialists or any of its Restricted Subsidiaries of shares  
of capital stock of a Restricted Subsidiary, other than directors' qualifying   
shares, or of property or other assets (each referred to as a "disposition" for 
purposes of this definition).                                                   

Notwithstanding the preceding paragraph, the following are not Asset  
Dispositions:                                                                   

       (1) any disposition between or among Richmont Marketing Specialists
    and its Restricted Subsidiaries, or by a Restricted Subsidiary to a Wholly
Owned Subsidiary;                                                     

       (2) any disposition of inventory in the ordinary course of business
  consistent with past practices of Richmont Marketing Specialists and its
subsidiaries;                                                         

         (3) for purposes of the provisions described under "Repurchase at the
 Option of Holders -- Asset Sales and Sales of Subsidiary Stock" only, a
disposition subject to or permitted by the covenant described under   
"Covenants -- Restricted Payments";                                   

          (4) any settlement, surrender, waiver or release of contract rights or
contract, tort or other claims;                                       

        (5) any grant of licenses of intellectual property including patent,
trademark and know-how;                                               

         (6) a sale of obsolete or outdated equipment no longer used or useful
in the business of Richmont Marketing Specialists or its Restricted   
    Subsidiaries in an aggregate amount not to exceed $1 million in any fiscal
year;                                                                 

          (7) leases, subleases, licenses and sublicenses of assets that are not
treated as capitalized leases on the books and records of Richmont    
Marketing Specialists or its Restricted Subsidiaries; and             

  (8) any foreclosure upon a Lien that was not prohibited by the
     indenture and that secures any obligation of Richmont Marketing Specialists
or its subsidiaries.                                                  

   "Attributable Debt" in respect of a sale and leaseback transaction means,
as at the time of determination, the present value (discounted at the interest  
rate borne by the notes, compounded annually) of the total obligations of the   
lessee for rental payments during the remaining term of the lease included in   
the sale and leaseback transaction, including payments made or to be made in any
period for which such lease has been extended.                                  

    "Average Life" means, as of the date of determination, with respect to any
Indebtedness or Preferred Stock, the quotient obtained by dividing (1) the sum  
of the products of the numbers of years from the date of determination to the   
dates of each successive scheduled principal payment of such Indebtedness or    
redemption or similar payment with respect to such Preferred Stock multiplied by
the amount of such payment by (2) the sum of all such payments.                 

    "Bank Indebtedness" means the principal and premium, if any, payable under
or in respect of the senior credit facility and the other documents and security
agreements related thereto, and any Refinancing Indebtedness with respect       
thereto, as amended from time to time.                                          
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     "Borrowing Base" means, as of the date of determination, an amount equal to
the sum, without duplication, of (1) 80% of the net book value of Richmont      
Marketing Specialists' accounts receivable at the date of determination and (2) 
50% of the net book value of Richmont Marketing Specialists' inventories at the 
date of determination. Net book value shall be determined in accordance with    
GAAP and shall be that reflected on the most recent available balance sheet, it 
being understood that the accounts receivable and inventories of an acquired    
business may be included if the acquisition has been completed on or prior to   
the date of determination.                                                      

   "Capitalized Lease Obligation" means an obligation that is required to be
classified and accounted for as a capitalized lease for financial reporting     
purposes in accordance with GAAP. The amount of Indebtedness represented by a   
Capitalized Lease Obligation shall be the capitalized amount of the obligation  
determined in accordance with GAAP, and the Stated Maturity of any Indebtedness 
represented by a Capitalized Lease Obligation shall be the date of the last     
payment of rent or any other amount due under such lease.                       

 "Consolidated Coverage Ratio" as of any date of determination means the
ratio of (a) the aggregate amount of EBITDA for the period of the most recent 4 
consecutive fiscal quarters ending prior to the date of determination for which 
financial statements are available to (b) Consolidated Interest Expense for the 
same 4 fiscal quarters; provided, however, that:                                

          (1) if Richmont Marketing Specialists or any Restricted Subsidiary has
   incurred any Indebtedness since the beginning of such period that remains
     outstanding on the date of determination, or if the transaction giving rise
   to the need to calculate the Consolidated Coverage Ratio is an incurrence
   of Indebtedness, EBITDA and Consolidated Interest Expense for such period
shall be calculated after giving effect on a pro forma basis to such  
    Indebtedness as if (a) the Indebtedness had been incurred on the first day
of such period and (b) the discharge of any other Indebtedness repaid,
     repurchased, defeased or otherwise discharged with the proceeds of such new
Indebtedness had occurred on the first day of such period;            

(2) if since the beginning of such period Richmont Marketing
Specialists or any Restricted Subsidiary shall have made any Asset    
     Disposition, the EBITDA for such period shall be reduced by an amount equal
   to the EBITDA, if positive, directly attributable to the assets which are
  the subject of such Asset Disposition for such period or increased by an
    amount equal to the EBITDA, if negative, directly attributable thereto for
 such period, and Consolidated Interest Expense for such period shall be
  reduced by an amount equal to the Consolidated Interest Expense directly
   attributable to any Indebtedness of Richmont Marketing Specialists or any
     Restricted Subsidiary repaid, repurchased, defeased or otherwise discharged
with respect to Richmont Marketing Specialists and its continuing     
    Restricted Subsidiaries in connection with such Asset Disposition for such
    period, or, if the capital stock of any Restricted Subsidiary is sold, the
    Consolidated Interest Expense for such period directly attributable to the
     Indebtedness of such Restricted Subsidiary to the extent Richmont Marketing
     Specialists and its continuing Restricted Subsidiaries are no longer liable
for such Indebtedness after such sale;                                

(3) if since the beginning of such period Richmont Marketing
 Specialists or any Restricted Subsidiary, by merger or otherwise, shall
   have made an Investment in any Restricted Subsidiary, or any Person which
     becomes a Restricted Subsidiary, or an acquisition of assets, including any
    acquisition of assets occurring in connection with a transaction causing a
  calculation to be made hereunder, which constitutes all or substantially
all an operating unit of a business, EBITDA and Consolidated Interest 
   Expense for such period shall be calculated after giving pro forma effect
    thereto (as described below), including the Incurrence of any Indebtedness
  in connection therewith as if such Investment or acquisition occurred on
the first day of such period; and                                     

          (4) if since the beginning of such period any Person that subsequently
became a Restricted Subsidiary or was merged with or into Richmont    
   Marketing Specialists or any Restricted Subsidiary since the beginning of
such period shall have made any Asset Disposition, Investment or      
  acquisition of assets that would have required an adjustment pursuant to
clause (2) or (3) above if made by                                    
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Richmont Marketing Specialists or a Restricted Subsidiary during such 
   period, EBITDA and Consolidated Interest Expense for such period shall be
calculated after giving pro forma effect thereto, as if such Asset    
    Disposition, Investment or acquisition of assets occurred on the first day
of such period.                                                       

    For purposes of this definition of "Consolidated Coverage Ratio", whenever
pro forma effect is to be given to an acquisition of assets, the amount of      
income or earnings relating such acquisition and the amount of Consolidated     
Interest Expense associated with any Indebtedness incurred in connection with   
such acquisition, the pro forma calculations shall be determined in good faith  
by a responsible financial or accounting officer of Richmont Marketing          
Specialists. If any Indebtedness bears a floating rate of interest and is being 
given pro forma effect, the interest expense on such Indebtedness shall be      
calculated as if the rate in effect on the date of determination had been the   
applicable rate for the entire period, taking into account any Interest Rate    
Agreement applicable to such Indebtedness if such Interest Rate Agreement has a 
remaining term as at the date of determination in excess of 12 months.          

"Consolidated Interest Expense" means, for any period, the total      
consolidated interest expense of Richmont Marketing Specialists and its         
Restricted Subsidiaries for such period, plus the following, to the extent      
incurred by Richmont Marketing Specialists and its Restricted Subsidiaries in   
such period but not included in the calculation of interest expense:            

          (1) interest expense attributable to Capitalized Lease Obligations and
Attributable Debt;                                                    

(2) amortization of debt discount and debt issuance cost;   

(3) capitalized interest;                                   

(4) noncash interest expense;                               

         (5) commissions, discounts and other fees and charges with respect to
letters of credit and bankers' acceptance financing;                  

        (6) interest accruing on any Indebtedness of any other Person to the
     extent such Indebtedness is guaranteed by Richmont Marketing Specialists or
any Restricted Subsidiary, provided that payments of such amounts by  
   Richmont Marketing Specialists or any Restricted Subsidiary is being made
to, or is sought by, the holders of such Indebtedness pursuant to such
guarantee;                                                            

(7) net costs associated with Hedging Obligations, including
amortization of fees;                                                 

          (8) interest paid or accrued in respect of any agreement classified as
a long-term obligation on the consolidated balance sheet of Richmont  
Marketing Specialists;                                                

      (9) Preferred Stock dividends in respect of all Preferred Stock of
  subsidiaries of Richmont Marketing Specialists and Disqualified Stock of
Richmont Marketing Specialists held by Persons other than Richmont    
Marketing Specialists or a Wholly Owned Subsidiary; and               

       (10) the cash contributions to any employee stock ownership plan or
 similar trust to the extent such contributions are used by such plan or
   trust to pay interest or fees to any Person other than Richmont Marketing
     Specialists in connection with Indebtedness incurred by such plan or trust.

"Consolidated Net Income" means, for any period, the consolidated net 
income (loss) of Richmont Marketing Specialists and its subsidiaries for such   
period; provided, however, that the following shall not be included in such     
Consolidated Net Income:                                                        

   (1) any net income (loss) of any Person if such Person is not a
Restricted Subsidiary, except that:                                   

       (a) subject to the limitations contained in clause (4) below,
    Richmont Marketing Specialists' equity in the net income of any such
        Person for such period shall be included in such Consolidated Net Income
      up to the aggregate amount of cash actually distributed by such Person

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    during such period to Richmont Marketing Specialists or a Restricted
        Subsidiary as a dividend or other distribution subject, in the case of a
 dividend or other distribution to a Restricted Subsidiary, to the
limitations contained in clause (3) below; and                  

         (b) Richmont Marketing Specialists' equity in a net loss of any
      such Person other than an Unrestricted Subsidiary for such period, but
    only to the extent of the aggregate Investment of Richmont Marketing
  Specialists and any Restricted Subsidiary in such Person, shall be
included in determining such Consolidated Net Income;           

          (2) any net income (loss) of any person acquired by Richmont Marketing
   Specialists or a subsidiary in a pooling of interests transaction for any
period prior to the date of such acquisition;                         

  (3) any net income (loss) of any Restricted Subsidiary if such
subsidiary is subject to restrictions, directly or indirectly, on the 
payment of dividends or the making of distributions by such Restricted
Subsidiary, directly or indirectly, to Richmont Marketing Specialists,
except that:                                                          

         (a) subject to the limitations contained in (4) below, Richmont
      Marketing Specialists' equity in the net income of any such Restricted
     Subsidiary for such period shall be included in such Consolidated Net
Income up to the aggregate amount of cash that could have been  
        distributed by such Restricted Subsidiary during such period to Richmont
    Marketing Specialists or another Restricted Subsidiary as a dividend
       subject, in the case of a dividend that could have been made to another
      Restricted Subsidiary, to the limitation contained in this clause; and

         (b) Richmont Marketing Specialists' equity in a net loss of any
such Restricted Subsidiary for such period shall be included in 
determining such Consolidated Net Income;                       

       (4) any gain or loss realized upon the sale or other disposition of
any asset of Richmont Marketing Specialists or its consolidated       
   subsidiaries, including pursuant to any Sale/Leaseback Transaction, which
     is not sold or otherwise disposed of in the ordinary course of business and
     any gain or loss realized upon the sale or other disposition of any capital
stock of any Person;                                                  

(5) any extraordinary gain or loss; and                     

   (6) the cumulative effect of a change in accounting principles.

Notwithstanding the foregoing, for the purpose of the covenant described under  
"-- Covenants -- Restricted Payments" only, there shall be excluded from        
Consolidated Net Income any dividends, repayments of loans or advances or other 
transfers of assets from Unrestricted Subsidiaries to Richmont Marketing        
Specialists or a Restricted Subsidiary to the extent such dividends, repayments 
or transfers increase the amount of Restricted Payments permitted under item    
(3)(d) of the second paragraph of such covenant.                                

"Consolidated Net Worth" means, with respect to Richmont Marketing    
Specialists and its Restricted Subsidiaries as of the end of Richmont Marketing 
Specialists' most recent fiscal quarter ending at least 45 days prior to the    
taking of any action for the purpose of which the determination is being made,  
the sum of the following amounts shown on the balance sheet of Richmont         
Marketing Specialists and the Restricted Subsidiaries, determined on a          
consolidated basis:                                                             

   (1) the par or stated value of all outstanding capital stock of
Richmont Marketing Specialists other than Disqualified Stock; plus    

          (2) paid-in capital or capital surplus relating to such capital stock;
plus                                                                  

    (3) any retained earnings or earned surplus less any accumulated
deficit.                                                              

"Consolidation" means the consolidation of the accounts of each of the
Restricted Subsidiaries with those of Richmont Marketing Specialists in         
accordance with GAAP consistently applied; provided, however, that              
"Consolidation" will not include consolidation of the accounts of any           
Unrestricted Subsidiary, but the interest of Richmont Marketing Specialists or  
any Restricted Subsidiary in an                                                 
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Unrestricted Subsidiary will be accounted for as an investment. The term        
"Consolidated" has a correlative meaning.                                       

"Currency Agreement" means, with respect to any Person, any foreign   
exchange contract, currency swap agreement or other similar agreement or        
arrangement as to which such Person is a party or a beneficiary.                

   "Default" means any event which is, or after notice or passage of time or
both would be, an Event of Default.                                             

   "Deferred Obligations" means any Indebtedness issued to the employees of,
stockholders of, or the holders of an equivalent equity interest in, any entity 
acquired by Richmont Marketing Specialists or any Restricted Subsidiary in      
connection with such acquisition.                                               

  "Designated Senior Indebtedness" means (1) the Bank Indebtedness and (2)
any other Senior Indebtedness that, at the date of determination, has an        
aggregate principal amount outstanding of, or under which, at the date of       
determination, the holders thereof, are committed to lend up to, at least $10   
million and is specifically designated by Richmont Marketing Specialists in the 
instrument evidencing or governing such Senior Indebtedness as "Designated      
Senior Indebtedness" for purposes of the indenture. "Designated Senior          
Indebtedness" of a guarantor subsidiary shall have a correlative meaning.       

   "Disqualified Stock" means, with respect to any Person, any capital stock
which by its terms, or by the terms of any security into which it is convertible
or for which it is exchangeable or exercisable, or upon the happening of any    
event:                                                                          

       (1) matures or is mandatorily redeemable pursuant to a sinking fund
obligation or otherwise;                                              

       (2) is convertible or exchangeable for Indebtedness or Disqualified
Stock; or                                                             

         (3) is redeemable at the option of the holder thereof, in whole or in
part;                                                                 

in each case, on or prior to the first anniversary of the Stated Maturity of the
notes.                                                                          

    "EBITDA" for any period means the Consolidated Net Income for such period,
adjusted to exclude any noncash items attributable to purchase accounting for   
any acquisition transactions consummated subsequent to December 19, 1997 plus   
the following for such period to the extent deducted in calculating such        
Consolidated Net Income:                                                        

(1) income tax expense;                                     

(2) Consolidated Interest Expense;                          

(3) depreciation expense;                                   

(4) amortization expense; and                               

   (5) all other non-cash charges, excluding all such charges, for
purposes of this clause (5), to the extent they represent future cash 
disbursements reasonably expected to materialize prior to the Stated  
Maturity of the notes.                                                

Notwithstanding the foregoing, the provision for taxes based on the income or   
profits of, and the depreciation and amortization of, a subsidiary of Richmont  
Marketing Specialists shall be added to Consolidated Net Income to compute      
EBITDA only to the extent, and in the same proportion, that the net income      
(loss) of such subsidiary was included in calculating Consolidated Net Income   
and only if a corresponding amount would be permitted at the date of            
determination to be dividended to Richmont Marketing Specialists by such        
subsidiary without prior approval, pursuant to the terms of its charter and all 
agreements, instruments, judgments, decrees, orders, statutes, rules and        
governmental regulations applicable to such subsidiary or its stockholders.     

"Exchange Act" means the Securities Exchange Act of 1934, as amended. 

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    "GAAP" means generally accepted accounting principles in the United States
of America as in effect from time to time, including those set forth in the     
opinions and pronouncements of the Accounting Principles Board of the American  
Institute of Certified Public Accountants, in statements and pronouncements of  
the Financial Accounting Standards Board or in such other statements by such    
other entity as approved by a significant segment of the accounting profession. 
All ratios and computations based on GAAP contained in the indenture shall be   
computed in conformity with GAAP.                                               

   "Guarantee" means any obligation, contingent or otherwise, of any Person,
directly or indirectly, guaranteeing any Indebtedness or other obligation of any
other Person and any obligation, direct or indirect, contingent or otherwise, of
such Person:                                                                    

          (1) to purchase or pay, or advance or supply funds for the purchase or
 payment of, such Indebtedness or other obligation of such other Person,
   whether arising by virtue of partnership arrangements, or by agreement to
keep well, to purchase assets, goods, securities or services, to take-
or-pay, or to maintain financial statement conditions or otherwise; or

     (2) entered into for purposes of assuring in any other manner the
    obligee of such Indebtedness or other obligation of the payment thereof or
to protect such obligee against loss in respect thereof in whole or in
part;                                                                 

provided, however, that the term "Guarantee" shall not include endorsements for 
collection or deposit in the ordinary course of business. The term "Guarantee"  
used as a verb has a corresponding meaning.                                     

  "Hedging Obligations" of any Person means the obligations of such Person
pursuant to any Interest Rate Agreement or Currency Agreement.                  

"Indebtedness" means, with respect to any Person on any date of       
determination, without duplication:                                             

        (1) the principal of and premium, if any, in respect of indebtedness
of such Person for borrowed money;                                    

          (2) the principal of and premium, if any, in respect of obligations of
such Person evidenced by bonds, debentures, notes or other similar    
instruments;                                                          

         (3) all obligations of such Person in respect of letters of credit or
     other similar instruments, including reimbursement obligations with respect
thereto;                                                              

     (4) all obligations of such Person to pay the deferred and unpaid
 purchase price of property, including stock or the assets of an ongoing
   business, or services, other than trade payables, which purchase price is
   due more than 6 months after the date of placing such property in service
     or taking delivery and title thereto or the completion of such services, to
the extent not included in clause (10) below;                         

      (5) all Capitalized Lease Obligations and all Attributable Debt of
such Person;                                                          

        (6) the amount of all obligations of such Person with respect to the
 redemption, repayment or other repurchase of any Disqualified Stock or,
with respect to any subsidiary of Richmont Marketing Specialists, any 
Preferred Stock, but excluding, in each case, any accrued dividends;  

        (7) all Indebtedness of other Persons secured by a Lien on any asset
     of such Person, whether or not such Indebtedness is assumed by such Person;
    provided, however, that the amount of Indebtedness of such Person shall be
the lesser of:                                                        

 (a) the fair market value of such asset at such date of
determination; and                                              

    (b) the amount of such Indebtedness of such other Persons;

          (8) all Indebtedness of other Persons to the extent Guaranteed by such
Person;                                                               

        (9) to the extent not otherwise included in this definition, Hedging
Obligations of such Person; and                                       
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          (10) with respect to Richmont Marketing Specialists and its Restricted
 Subsidiaries, covenants not to compete, deferred payment agreements and
    deferred compensation liabilities, in each case to the extent reflected on
the consolidated balance sheet of Richmont Marketing Specialists as   
long-term obligations.                                                

The amount of Indebtedness of any Person at any date shall be the outstanding   
balance at such date of all unconditional obligations as described above and the
maximum liability, upon the occurrence of the contingency giving rise to the    
obligation, of any contingent obligations at such date, except with respect to  
the items set forth in clauses (4) and (10) of this definition, in which case   
the amount of such Indebtedness at any date shall be the amount recorded in     
accordance with GAAP on such Person's balance sheet for the most recent fiscal  
period for which financial statements are available.                            

   "Interest Rate Agreement" means, with respect to any Person, any interest
rate protection agreement, interest rate future agreement, interest rate option 
agreement, interest rate swap agreement, interest rate cap agreement, interest  
rate collar agreement, interest rate hedge agreement or other similar agreement 
or arrangement as to which such Person is party or a beneficiary.               

  "Investment" in any Person means any direct or indirect advance or loan,
other than advances to customers in the ordinary course of business that are    
recorded as accounts receivable on the balance sheet of such Person, or other   
extension of credit, including by way of Guarantee or similar arrangement, or   
capital contribution to by means of any transfer of cash or other property to   
others or any payment for property or services for the account or use of others,
or any purchase or acquisition of capital stock, Indebtedness or other similar  
instruments issued by such Person.                                              

For purposes of the definition of "Unrestricted Subsidiary" and the   
covenant described under "Covenants -- Restricted Payments":                    

         (1) "Investment" shall include the portion, proportionate to Richmont
Marketing Specialists' equity interest in such subsidiary, of the fair
market value of the net assets of any subsidiary of Richmont Marketing
    Specialists at the time that such subsidiary is designated an Unrestricted
     Subsidiary; provided, however, that upon a redesignation of such subsidiary
    as a Restricted Subsidiary, Richmont Marketing Specialists shall be deemed
    to continue to have a permanent "Investment" in an Unrestricted Subsidiary
in an amount, if positive, equal to:                                  

             (x) Richmont Marketing Specialists' "Investment" in such subsidiary
at the time of such redesignation less                          

           (y) the portion, proportionate to Richmont Marketing Specialists'
       equity interest in such subsidiary, of the fair market value of the net
assets of such subsidiary at the time of such redesignation; and

      (2) any property transferred to or from an Unrestricted Subsidiary
   shall be valued at its fair market value at the time of such transfer, in
each case as determined in good faith by the board of directors.      

    "Lien" means any mortgage, pledge, security interest, encumbrance, lien or
charge of any kind, including any conditional sale or other title retention     
agreement or lease in the nature thereof.                                       

"Management Stockholders" means Ronald D. Pederson, Gary R. Guffey and
Bruce A. Butler.                                                                

     "Net Available Cash" from an Asset Disposition means cash payments received
therefrom, including any cash payments received by way of deferred payment of   
principal pursuant to a note or installment receivable or otherwise, but only as
and when received, but excluding any other consideration received in the form of
assumption by the acquiring person of Indebtedness or other obligations relating
to the                                                                          

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properties or assets that are the subject of such Asset Disposition or received 
in any other non-cash form, in each case net of:                                

      (1) all legal, title and recording expenses, commissions and other
     fees and expenses incurred, and all federal, state, provincial, foreign and
    local taxes required to be paid or accrued as a liability under GAAP, as a
consequence of such Asset Disposition;                                

     (2) all payments made on any Indebtedness which is secured by any
   assets subject to such Asset Disposition, in accordance with the terms of
any Lien upon such assets, or which must by its terms, or in order to 
    obtain a necessary consent to such Asset Disposition or by applicable law,
be repaid out of the proceeds from such Asset Disposition;            

   (3) all distributions and other payments required to be made to
    minority interest holders in subsidiaries or joint ventures as a result of
such Asset Disposition; and                                           

         (4) appropriate amounts to be provided by the party or parties making
   such Asset Disposition as a reserve, in accordance with GAAP, against any
liabilities associated with the assets disposed of in such Asset      
Disposition and retained by Richmont Marketing Specialists or any     
Restricted Subsidiary after such Asset Disposition.                   

    "Net Cash Proceeds" with respect to any issuance or sale of capital stock,
means the cash proceeds of such issuance or sale net of attorneys' fees,        
accountants' fees, underwriters' or placement agents' fees, discounts or        
commissions and brokerage, consultant and other fees actually incurred in       
connection with such issuance or sale and net of taxes paid or payable as a     
result thereof.                                                                 

"Permitted Holders" means:                                            

          (1) Richmont Marketing Specialists Enterprises LLC, a Delaware limited
  liability company controlled by certain Affiliates of Richmont Marketing
Specialists;                                                          

      (2) JR Investment Corp., a Delaware corporation, including John P.
Rochon and the other current stockholders of JR Investment Corp.;     

(3) MS Acquisition Limited, a Texas limited partnership;    

(4) the Management Stockholders; and                        

     (5) any Affiliates of the Person listed in items (1) through (4),
    including any Person owned or controlled by any such Person, any member of
     any such Person's family, any trust for the benefit of any such Person or a
member of his family, or any Person owned or controlled by any of the 
foregoing and any Person acting in the capacity of an underwriter in  
connection with a public or private offering of Richmont Marketing    
Specialists' capital stock.                                           

"Permitted Investment" means an Investment by Richmont Marketing      
Specialists or any Restricted Subsidiary in:                                    

          (1) a Restricted Subsidiary or a Person which will, upon the making of
  such Investment, become a Restricted Subsidiary; provided, however, that
   the primary business of such Restricted Subsidiary is a Related Business;

          (2) another Person if as a result of such Investment such other Person
is merged or consolidated with or into, or transfers or conveys all or
substantially all its assets to, Richmont Marketing Specialists or a  
Restricted Subsidiary; provided, however, that such Person's primary  
business is a Related Business;                                       

(3) Temporary Cash Investments;                             

  (4) receivables owing to Richmont Marketing Specialists or any
 Restricted Subsidiary, if created or acquired in the ordinary course of
   business consistent with past practices of Richmont Marketing Specialists
  or such Restricted Subsidiary and payable or dischargeable in accordance
with customary                                                        

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trade terms; provided, however, that such trade terms may include such
 concessionary trade terms as Richmont Marketing Specialists or any such
Restricted Subsidiary deems reasonable under the circumstances;       

      (5) payroll, travel and similar advances to cover matters that are
    expected at the time of such advances ultimately to be treated as expenses
for accounting purposes and that are made in the ordinary course of   
business;                                                             

     (6) loans or advances to employees made in the ordinary course of
   business consistent with past practices of Richmont Marketing Specialists
   or such Restricted Subsidiary and not exceeding $500,000 in the aggregate
outstanding at any one time;                                          

        (7) stock, obligations or securities received in settlement of debts
    created in the ordinary course of business and owing to Richmont Marketing
   Specialists or any Restricted Subsidiary or in satisfaction of judgments;

          (8) a Person engaged in a Related Business; provided, however, that no
     Permitted Investments may be made pursuant to this clause (8) to the extent
the amount thereof would, when taken together with all other Permitted
Investments made pursuant to this clause (8), exceed $5 million in the
aggregate outstanding at any time, other than Permitted Investments in
Persons which become Restricted Subsidiaries;                         

  (9) any Person to the extent of such Investment represents the
 non-cash portion of the consideration received for an Asset Disposition
permitted pursuant to the covenant described under "Repurchase at the 
Option of Holders -- Asset Sales and Sales of Subsidiary Stock"; and  

(10) notes repurchased pursuant to an offer described under 
   "Repurchase at the Option of Holders -- Change of Control" or "Repurchase
   at the Option of Holders -- Asset Sales and Sales of Subsidiary Stock" or
otherwise purchased by Richmont Marketing Specialists.                

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

     "Preferred Stock" as applied to the capital stock of any corporation, means
capital stock of any class or classes, however designated, which is preferred as
to the payment of dividends, or as to the distribution of assets upon any       
voluntary or involuntary liquidation or dissolution of such corporation, over   
shares of capital stock of any other class of such corporation.                 

  "Public Equity Offering" means an underwritten public offering of common
stock of Richmont Marketing Specialists pursuant to an effective registration   
statement under the Securities Act.                                             

"Purchase Money Indebtedness" means Indebtedness:                     

       (1) consisting of the deferred purchase price of tangible property,
conditional sale obligations, obligation under any title retention    
agreement and other purchase money obligations, in each case where the
   maturity of such Indebtedness does not exceed the anticipated useful life
of the asset being financed; and                                      

 (2) incurred to finance the acquisition by Richmont Marketing
    Specialists of such asset, including additions and improvements; provided,
 however, that any Lien arising in connection with any such Indebtedness
   shall be limited to the specified asset being financed or, in the case of
   real property or fixtures, including additions and improvements, the real
   property on which such asset is attached; and provided further, that such
     Indebtedness is incurred within 180 days after such acquisition by Richmont
Marketing Specialists of such asset.                                  

   "Refinancing Indebtedness" means Indebtedness that is incurred to refund,
refinance, replace, renew, repay or extend, including pursuant to any defeasance
or discharge mechanism, any Indebtedness existing on December 19, 1997 or       
incurred in compliance with the indenture, including Indebtedness of Richmont   
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Marketing Specialists that refinances Indebtedness of any Restricted Subsidiary 
(to the extent permitted in the indenture) and Indebtedness of any Restricted   
Subsidiary that refinances Indebtedness of another Restricted Subsidiary, and   
including Indebtedness that refinances Refinancing Indebtedness; provided,      
however, that:                                                                  

          (1) the Refinancing Indebtedness has a Stated Maturity no earlier than
the Stated Maturity of the Indebtedness being refinanced;             

         (2) the Refinancing Indebtedness has an Average Life at the time such
   Refinancing Indebtedness is incurred that is equal to or greater than the
Average Life of the Indebtedness being refinanced;                    

          (3) the Refinancing Indebtedness is incurred in an aggregate principal
amount or, if issued with original issue discount, an aggregate issue 
    price, that is equal to or less than the aggregate principal amount or, if
 issued with original issue discount, the aggregate accreted value, then
outstanding of the Indebtedness being refinanced; and                 

        (4) if the Indebtedness being refinanced is subordinated in right of
payment to the notes, such Refinancing Indebtedness is subordinated in
right of payment to the notes to the extent of the Indebtedness being 
refinanced;                                                           

and provided further, however, that Refinancing Indebtedness shall not include: 

(1) Indebtedness of a Restricted Subsidiary that refinances 
Indebtedness of Richmont Marketing Specialists; or                    

      (2) Indebtedness of Richmont Marketing Specialists or a Restricted
Subsidiary that refinances Indebtedness of an Unrestricted Subsidiary.

"Restricted Subsidiary" means any subsidiary of Richmont Marketing    
Specialists other than an Unrestricted Subsidiary.                              

"Secured Indebtedness" means any Indebtedness of Richmont Marketing   
Specialists secured by a Lien. "Secured Indebtedness" of any guarantor          
subsidiary has a correlative meaning.                                           

     "Senior Indebtedness" of Richmont Marketing Specialists means the principal
of, premium, if any, and interest, including interest accruing on or after the  
filing of any petition in bankruptcy or for reorganization of Richmont Marketing
Specialists, regardless of whether or not a claim for post filing interest is   
allowed in such proceedings, on, and fees and other amounts owing in respect of,
Bank Indebtedness of Richmont Marketing Specialists and all other Indebtedness  
of Richmont Marketing Specialists, whether outstanding on December 19, 1997 or  
thereafter incurred, unless in the instrument creating or evidencing the same or
pursuant to which the same is outstanding it is provided that such obligations  
are not superior in right of payment to the notes; provided, however, that      
Senior Indebtedness does not include:                                           

(1) any obligation of Richmont Marketing Specialists to any 
subsidiary;                                                           

      (2) any liability for federal, state, local or other taxes owed or
owing by Richmont Marketing Specialists;                              

          (3) any accounts payable or other liability to trade creditors arising
in the ordinary course of business, including Guarantees thereof or   
instruments evidencing such liabilities;                              

        (4) any Indebtedness or obligation of Richmont Marketing Specialists
that by its terms is subordinate or junior in any respect to any other
  Indebtedness, Guarantee or obligation of Richmont Marketing Specialists,
including any Senior Subordinated Indebtedness and any Subordinated   
Obligations;                                                          

(5) any obligations with respect to any capital stock;      

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(6) any Indebtedness incurred in violation of the indenture;

          (7) any Indebtedness issued to the shareholders of Atlas in connection
with the Atlas acquisition; or                                        

  (8) any Deferred Obligation of Richmont Marketing Specialists.

If any Senior Indebtedness is disallowed, avoided or subordinated pursuant to   
the provisions of Section 548 of Title 11 of the United States Code or any      
applicable state fraudulent conveyance law, such Senior Indebtedness            
nevertheless will constitute Senior Indebtedness. "Senior Indebtedness" of any  
guarantor subsidiary has a correlative meaning.                                 

"Senior Subordinated Indebtedness" means the notes and any other      
Indebtedness of Richmont Marketing Specialists that specifically provides that  
such Indebtedness is to rank equal in right of payment with the notes and is not
subordinated by its terms to any Indebtedness or other obligation of Richmont   
Marketing Specialists which is not Senior Indebtedness. "Senior Subordinated    
Indebtedness" of a guarantor subsidiary has a correlative meaning.              

  "Significant Subsidiary" means any Restricted Subsidiary that would be a
"Significant Subsidiary" of Richmont Marketing Specialists within the meaning of
Rule 1-02 under Regulation S-X promulgated by the Securities and Exchange       
Commission.                                                                     

   "Stated Maturity" means, with respect to any security, the date specified
in such security as the fixed date on which the payment of principal of such    
security is due and payable, including pursuant to any mandatory redemption     
provision, but excluding any provision providing for the purchase of such       
security at the option of the holder thereof upon the happening of any          
contingency beyond the control of the issuer unless such contingency has        
occurred.                                                                       

"Subordinated Obligation" means any Indebtedness of Richmont Marketing
Specialists, whether outstanding on December 19, 1997 or thereafter incurred,   
which is subordinate or junior in right of payment to the notes pursuant to a   
written agreement. "Subordinated Obligation" of any guarantor subsidiary shall  
have a correlative meaning.                                                     

"Temporary Cash Investments" means any of the following:              

    (1) any investment in direct obligations of the United States of
America or any agency thereof or obligations Guaranteed by the United 
States of America or any agency thereof;                              

         (2) investments in time deposit accounts, certificates of deposit and
   money market deposits maturing within 180 days of the date of acquisition
     thereof issued by a bank or trust company which is organized under the laws
   of the United States of America, any state thereof or any foreign country
recognized by the United States of America having capital, surplus and
undivided profits aggregating in excess of $250 million or the foreign
    currency equivalent thereof, and whose long-term debt is rated "A" or such
   similar equivalent rating or higher by at least one nationally recognized
statistical rating organization (as defined in Rule 436 under the     
Securities Act);                                                      

       (3) repurchase obligations with a term of not more than 30 days for
  underlying securities of the types described in clause (1) above entered
    into with a bank meeting the qualifications described in clause (2) above;

       (4) investments in commercial paper, maturing not more than 90 days
after the date of acquisition, issued by a corporation, other than an 
 Affiliate of Richmont Marketing Specialists, organized and in existence
under the laws of the United States of America or any foreign country 
    recognized by the United States of America with a rating at the time as of
which any investment therein is made of "P-1" or higher according to  
Moody's or "A-1" or higher according to Standard & Poors; and         

       (5) investments in securities with maturities of six months or less
from the date of acquisition issued or fully guaranteed by any state, 
commonwealth or territory of the United States of America,            
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   or by any political subdivision or taxing authority thereof, and rated at
least "A" by Standard & Poors or "A" by Moody's.                      

"Unrestricted Subsidiary" means:                                      

         (1) any subsidiary of Richmont Marketing Specialists that at the time
of determination shall be designated an Unrestricted Subsidiary by the
board of directors in the manner provided below; and                  

(2) any subsidiary of an Unrestricted Subsidiary.           

   The board of directors may designate any subsidiary of Richmont Marketing
Specialists, including any newly acquired or newly formed subsidiary of Richmont
Marketing Specialists, to be an Unrestricted Subsidiary unless such subsidiary  
or any of its subsidiaries owns any capital stock or Indebtedness of, or owns or
holds any Lien on any property of, Richmont Marketing Specialists or any other  
Restricted Subsidiary of Richmont Marketing Specialists that is not a subsidiary
of the subsidiary to be so designated; provided, however, that either:          

        (1) the subsidiary to be so designated has total Consolidated assets
of $1,000 or less; or                                                 

       (2) if such subsidiary has Consolidated assets greater than $1,000,
     then such designation would be permitted under the covenant described under
the heading "Covenants -- Restricted Payments."                       

  The board of directors may designate any Unrestricted Subsidiary to be a
Restricted Subsidiary; provided, however, that immediately after giving effect  
to such designation:                                                            

      (1) Richmont Marketing Specialists could incur $1.00 of additional
 Indebtedness under the Consolidated Coverage Ratio test described under
"Covenants -- Limitations on Indebtedness" and                        

  (2) no Default shall have occurred and be continuing. Any such
    designation by the board of directors shall be evidenced to the trustee by
   promptly filing with the trustee a copy of the resolution of the board of
  directors giving effect to such designation and an officers' certificate
  certifying that such designation complied with the foregoing provisions.

 "U.S. Government Obligations" means direct obligations, or certificates
representing an ownership interest in such obligations, of the United States of 
America, including any agency or instrumentality thereof, for the payment of    
which the full faith and credit of the United States of America is pledged and  
which are not callable or redeemable at the issuer's option.                    

"Voting Stock" of a Person means all classes of capital stock of such 
Person then outstanding that normally entitle the holders of such interests to  
participate in the management or to elect those participating in the management 
of such Person.                                                                 

"Wholly Owned Subsidiary" means a Restricted Subsidiary of Richmont   
Marketing Specialists all the capital stock of which, other than directors'     
qualifying shares, is owned by Richmont Marketing Specialists or another Wholly 
Owned Subsidiary.                                                               

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DESCRIPTION OF OTHER DEBT 

SENIOR CREDIT FACILITY                                                          

Richmont Marketing Specialists has available to it a revolving credit 
facility which provides for borrowings in an amount not to exceed the lesser of 
$25,000,000 and a borrowing base comprised of certain percentages of eligible   
accounts receivable. The senior credit facility has been established under an   
Amended and Restated Credit Agreement, dated as of December 18, 1997, among     
Richmont Marketing Specialists, the lenders party thereto and The Chase         
Manhattan Bank, as agent. As of December 31, 1998, Richmont Marketing           
Specialists' borrowing base under the senior credit facility would have been    
approximately $12.1 million, net of an outstanding letter of credit in the      
amount of approximately $1.4 million. Richmont Marketing Specialists had no     
outstanding borrowings under the senior credit facility as of December 31, 1998.
The senior credit facility will terminate on October 14, 2002. Borrowings under 
the senior credit facility are used to provide working capital for Richmont     
Marketing Specialists and its subsidiaries, to finance certain permitted        
acquisitions and for other general corporate purposes.                          

    Interest on indebtedness outstanding under the senior credit facility will
be payable at a rate per annum, selected at the option of Richmont Marketing    
Specialists, equal to the Base Rate (as defined below) plus a margin of between 
0.00% and 0.75%, or the adjusted LIBOR Rate (as defined below) plus a margin of 
between 1.00% and 2.50%, which margins, in each case, will be determined by     
reference to an Interest Coverage Ratio defined in the credit agreement. The    
senior credit facility also provides that a commitment fee of between 0.25% and 
0.5625% per annum, depending on the Interest Coverage Ratio, will be payable on 
the undrawn amount available for borrowing under the facility.                  

"Base Rate" means the higher of:                                      

     (a) the rate which Chase announces from time to time as its prime
lending rate;                                                         

(b) 0.50% in excess of the Federal Funds Rate; and          

(c) 1.00% in excess of the secondary market rate for 3 month
certificates of deposit, as adjusted for assessments and statutory    
reserves.                                                             

     "Adjusted LIBOR Rate" means the London Interbank Offered Rate, adjusted for
statutory reserves at all times.                                                

Interest based on the Base Rate and the Adjusted LIBOR Rate shall be  
determined based on the number of days elapsed over a 360 day year. Interest    
based on the Base Rate is payable monthly, and interest based on the Adjusted   
LIBOR Rate is payable at the end of each month as well as at the end of the     
applicable interest period.                                                     

The obligations under the senior credit facility are unconditionally  
guaranteed by each of the existing subsidiaries of Richmont Marketing           
Specialists and are to be guaranteed by each newly acquired or organized        
subsidiary of Richmont Marketing Specialists.                                   

   The obligations of Richmont Marketing Specialists under the senior credit
facility and the obligations of the guarantors under their guarantees will be   
secured by a security interest in substantially all of their respective assets  
and by a pledge of all the capital stock of each subsidiary of Richmont         
Marketing Specialists.                                                          

     The senior credit facility may be prepaid at any time, in whole or in part,
at the option of Richmont Marketing Specialists. Voluntary permanent reductions 
of the unutilized portion of the senior credit facility will be permitted at any
time.                                                                           

The credit agreement governing the senior credit facility contains    
representations and warranties, negative, affirmative and financial covenants,  
and conditions and events of default, all of which are customarily required for 
similar financings, in addition to other representations, warranties, covenants,

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conditions and events of default appropriate for the specific transactions      
contemplated by Richmont Marketing Specialists.                                 

  The covenants contained in the credit agreement include restrictions and
limitations on the following, subject in each case to specified exceptions:     

                                                                [Download Table]
                                                                             
- dividends                                - capital expenditures            
- redemptions and repurchases of capital   - the issuance of stock           
stock                                      - transactions with affiliates    
- the incurrence of debt                   - the making of loans             
- liens                                    - investments and certain payments
- leases                                   - mergers and asset sales         
- sale-leaseback transactions                                                

In addition, Richmont Marketing Specialists is required to maintain   
compliance with financial covenants, such as minimum levels of operating cash   
flow to fixed charges and operating cash flow to cash interest.                 

  The credit agreement also permits Richmont Marketing Specialists to make
additional acquisitions if:                                                     

         (1) the purchase price for any individual acquisition does not exceed
$40 million;                                                          

     (2) the aggregate purchase of all permitted acquisitions does not
exceed $65 million;                                                   

       (3) Richmont Marketing Specialists would be in pro forma compliance
with the Debt Service Coverage Ratio set forth in the credit agreement
after giving effect to such acquisition;                              

       (4) the purchase price for any acquisition does not exceed 5.5x the
   Adjusted EBITDA, as defined in the credit agreement, of the company to be
acquired; and                                                         

     (5) the company to be acquired is in the same line of business as
Richmont Marketing Specialists.                                       

     Events of default under the credit agreement include the following, subject
in some cases to agreed-upon grace periods:                                     

          (1) the failure to pay principal, interest, fees or other amounts when
due;                                                                  

(2) violation of covenants;                                 

      (3) the failure of any representation or warranty made by Richmont
Marketing Specialists to be true in all material aspects;             

     (4) cross-default and cross-acceleration with other indebtedness;

(5) change of control;                                      

(6) specified events of bankruptcy;                         

   (7) material judgments being entered against Richmont Marketing
Specialists;                                                          

(8) specified ERISA events;                                 

      (9) the invalidity of the guarantees of the indebtedness under the
   credit agreement or of the security interests granted to the lenders; and

          (10) material adverse change in the business or financial condition of
Richmont Marketing Specialists and its subsidiaries, taken as a whole.

OTHER INDEBTEDNESS                                                              

In conjunction with the acquisition of other food brokerage companies,
Richmont Marketing Specialists has incurred deferred payment obligations to     
certain of the former owners and key employees of                               

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the acquired companies as consideration for future consulting services and      
covenants not to compete. The obligations are evidenced by promissory notes or  
contracts. As of December 31, 1998, Richmont Marketing Specialists has $18.2    
million in debt relating to deferred payment and compensation plans, $26.9      
million relating to covenants not to compete and $24.1 million in promissory    
notes payable. Under these various debt instruments, Richmont Marketing         
Specialists' subsidiaries have agreed to pay to these individuals specified     
amounts upon their retirement or the termination of their employment with       
Richmont Marketing Specialists or, in the event of their death, to their        
designated beneficiary. Although the terms vary, most payments are monthly and  
continue for a period of up to 10 years. The amounts to be paid under most of   
these agreements are not based upon length of service, but are fixed amounts,   
although some may be adjusted based on the performance of Richmont Marketing    
Specialists.                                                                    

     In addition, Richmont Marketing Specialists' subsidiaries have entered into
split commission agreements with the owners of some acquired businesses. Under  
these contracts, Richmont Marketing Specialists is to pay a percentage of       
commissions on the revenues of certain principal lines for a period of up to 10 
years. For the year ended December 31, 1998, Richmont Marketing Specialists made
payments of approximately $1.5 million in connection with these split commission
agreements.                                                                     

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PLAN OF DISTRIBUTION

    Each broker-dealer that receives notes for its own account in the exchange
offer must acknowledge that it will deliver a prospectus in connection with any 
resale of those notes. 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 
notes received in the exchange offer where the outstanding notes were acquired  
as a result of market-making activities or other trading activities. We have    
agreed that, for a period of 180 days after the consummation of the exchange    
offer, we will make this prospectus, as amended and supplemented, available to  
any broker-dealer for use in connection with any such resale. In addition, until
September 18, 1999, all dealers effecting transactions in the notes issued in   
the exchange offer may be required to deliver a prospectus.                     

Neither Richmont Marketing Specialists nor any of the guarantor       
subsidiaries will receive any proceeds from any sale of notes by broker-dealers.
Notes received by broker-dealers for their own account in 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 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  
though brokers or dealers who may receive compensation in the form of           
commissions or concessions from any such broker-dealer or the purchasers of any 
such notes. Any broker-dealer that resells notes that were received by it for   
its own account in the exchange offer and any broker or dealer that participates
in a distribution of such notes may be deemed to be an "underwriter" within the 
meaning of the Securities Act, and profit on any such resale of notes issued in 
the exchange and any commission or concessions received by any such persons     
maybe 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.                      

For a period of 180 days after the consummation of the exchange offer,
Richmont Marketing Specialists 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.        
Richmont Marketing Specialists has agreed to pay all expenses incident to the   
exchange offer, including the expenses of one counsel for the holders of the    
notes, other than the commissions or concessions of any broker-dealers and will 
indemnify the holders of the notes, including any broker-dealers, against       
certain liabilities, including liabilities under the Securities Act. We note,   
however, that, in the opinion of the Securities and Exchange Commission,        
indemnification against liabilities arising under federal securities laws is    
against public policy and may be unenforceable.                                 

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MATERIAL FEDERAL INCOME TAX CONSEQUENCES

     The following is a general summary of material United States federal income
tax consequences associated with the exchange of outstanding notes for the notes
to be issued in the exchange offer and the ownership and disposition of those   
new notes to holders who acquired the outstanding notes at the initial offering 
from the initial purchaser of the outstanding notes for the original offering   
price and who acquire new notes in the exchange offer. The summary is based upon
current laws, regulations, rulings and judicial decisions all of which are      
subject to change possibly with retroactive effect. The discussion below does   
not address all aspects of United States federal income taxation that may be    
relevant to holders in light of their particular circumstances, or to holders   
subject to special treatment under United States federal income tax law,        
including, without limitation, certain financial institutions, insurance        
companies, tax-exempt entities, dealers in securities, persons who hold         
outstanding notes or notes issued in the exchange offer as part of a straddle,  
hedge, conversion transaction or other integrated investment or persons whose   
functional currency is not the United States dollar. In addition, the discussion
does not address any aspect of state, local or foreign taxation.                

YOU ARE ADVISED TO CONSULT WITH YOUR OWN TAX ADVISOR REGARDING THE    
PARTICULAR TAX CONSEQUENCES TO YOU OF THE ACQUISITION, OWNERSHIP, SALE OR OTHER 
DISPOSITION OF NOTES IN LIGHT OF YOUR PARTICULAR TAX AND INVESTMENT SITUATION   
AND THE PARTICULAR FEDERAL, STATE, LOCAL AND FOREIGN TAX LAWS APPLICABLE TO YOU.

THE EXCHANGE OFFER                                                              

The exchange of outstanding notes for the notes issued in the exchange
offer will not be treated as an "exchange" for United States federal income tax 
purposes because the notes issued in the exchange offer will not differ         
materially in kind or extent from the outstanding notes. Rather, the notes      
received by a holder in the exchange offer will be treated as a continuation of 
the outstanding notes in the hands of the exchanging holder. As a result, there 
will be no federal income tax consequences to holders exchanging their          
outstanding notes for notes issued in the exchange offer. In addition, any      
exchanging holder of outstanding notes will have the same adjusted tax basis and
holding period in the notes issued in the exchange offer as such holder had in  
the outstanding notes immediately prior to the exchange.                        

U.S. HOLDERS                                                                    

  For purposes of this discussion, a "U.S. Holder" means a holder of notes
issued in the exchange offer that is:                                           

    (1) a citizen or resident of the United States for United States
federal income tax purposes;                                          

       (2) a corporation or partnership created or organized in the United
    States or under the laws of the United States or any state thereof, or the
District of Columbia;                                                 

         (3) an estate the income of which is subject to United States federal
income taxation regardless of its source; or                          

       (4) a trust if a court within the United States is able to exercise
 primary supervision over the administration of such trust and 1 or more
United States persons have the authority to control all substantial   
decisions of such trust.                                              

A "non-U.S. Holder" is any holder that is not a U.S. Holder.          

TAX TREATMENT OF THE NEW NOTES                                                  

U.S. Holders                                                                

     Stated interest payable on the notes issued in the exchange offer generally
will be includable in the gross income of a U.S. Holder as ordinary interest    
income at the time accrued or received, in accordance with the holder's regular 
method of tax accounting for United States federal income tax purposes. If a    
note issued in the exchange offer is redeemed, sold, or otherwise disposed of   
(collectively, a "disposition"),                                                

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a U.S. Holder generally will recognize capital gain or loss equal to the        
difference between the amount realized on the disposition of the note to the    
extent such amount does not represent accrued but unpaid interest and the       
holder's adjusted tax basis in the note. A U.S. Holder's adjusted tax basis in a
note issued in the exchange offer generally will equal the U.S. Holder's        
purchase price for the outstanding note, net of accrued interest, less any      
principal payments received by the U.S. Holder. The capital gain or loss will be
long-term capital gain or loss, provided that the holder has held the note for  
more than 1 year at the time of the disposition. The deduction of capital losses
may be subject to certain limitations.                                          

Non-U.S. Holders                                                            

An investment in the notes issued in the exchange offer by a non-U.S. 
Holder generally will not give rise to any United States federal income tax     
consequences, if the interest received or any gain recognized on the disposition
of the notes by such holder is not effectively connected with the conduct of a  
trade or business in the United States, provided that                           

(1) in the case of payments of interest:                    

     (a) the non-U.S. Holder satisfies and complies with certain
certification and reporting requirements;                       

             (b) the non-U.S. Holder does not actually or constructively own 10%
     or more of the total combined voting power of all classes of stock of
Richmont Marketing Specialists entitled to vote; and            

         (c) the non-U.S. Holder is not a controlled foreign corporation
that is related to Richmont Marketing Specialists actually or   
constructively through stock ownership; or                      

          (2) in the case of gain, the non-U.S. Holder holds the notes issued in
the exchange offer as a capital asset, and the non-U.S. Holder is not 
  present in the United States for 183 days or more in the taxable year of
the disposition and certain other conditions are satisfied.           

   A non-U.S. Holder that does not qualify for an exemption from withholding
under the preceding paragraph generally will be subject to withholding of United
States federal income tax at the rate of 30%, or a lower rate if a treaty       
applies, on payments of interest on the notes issued in the exchange offer.     

     If a non-U.S. Holder is engaged in a trade or business in the United States
and interest or other payments with respect to the notes issued in the exchange 
offer are effectively connected with the conduct of such trade or business, the 
non-U.S. Holder will generally be subject to United States federal income tax on
such amounts on a net income basis in the same manner as if the non-U.S. Holder 
were a U.S. Holder. In addition, if such holder is a foreign corporation, it may
be subject to a branch profits tax at a 30% rate or, if applicable, a lower rate
specified by a treaty.                                                          

BACKUP WITHHOLDING AND INFORMATION REPORTING                                    

   Non-corporate U.S. Holders may be subject to backup withholding at a rate
of 31% on payments of principal and interest on, and the proceeds from the      
disposition of, the notes issued in the exchange offer. In general, backup      
withholding will be imposed only if a U.S. Holder:                              

          (1) fails to furnish a correct taxpayer identification number ("TIN"),
which, for an individual, would be his or her social security number; 

(2) furnishes an incorrect TIN;                             

       (3) is notified by the IRS that it has failed to report interest or
dividend income; or                                                   

        (4) fails to certify that such holder has provided a correct TIN and
that the U.S. Holder is not subject to backup withholding.            

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   In addition, payments of principal and interest to U.S. Holders generally
will be subject to information reporting. Non-U.S. Holders may be required to   
comply with applicable certification procedures to establish that they are not  
U.S. Holders in order to avoid backup withholding. In addition, each non-U.S.   
Holder will be required to provide an IRS Form W-8 to certify its status as a   
non-U.S. person.                                                                

    Backup withholding generally will not apply to payments made to a non-U.S.
Holder that provides the certification described above or otherwise establishes 
an exemption from backup withholding. Payments by a United States office of a   
broker of the proceeds from a disposition of the notes generally will be subject
to backup withholding at a rate of 31% unless the non-U.S. Holder certifies it  
is a non-U.S. Holder under penalties of perjury or otherwise establishes an     
exemption.                                                                      

     Any amount withheld from a payment to a holder under the backup withholding
rules is allowable as a credit against such holder's United States federal      
income tax liability, or if withholding results in an overpayment of taxes, a   
refund may be obtained, provided that the required information is furnished to  
the IRS. Certain holders, including, among others, corporations and foreign     
individuals who comply with certain certification requirements, are not subject 
to backup withholding. U.S. HOLDERS SHOULD CONSULT THEIR TAX ADVISORS AS TO     
THEIR QUALIFICATION FOR EXEMPTION FROM BACKUP WITHHOLDING AND THE PROCEDURE FOR 
OBTAINING SUCH AN EXEMPTION.                                                    

 The United States Treasury Department issued final Treasury regulations
governing information reporting and the certification procedures regarding      
withholding and backup withholding on certain amounts paid to non-U.S. Holders  
after December 31, 2000. The Treasury regulations generally would not alter the 
treatment of non-U.S. Holders described above. The Treasury regulations would,  
however, alter the procedures for claiming the benefits of an income tax treaty 
and may change the certification procedures relating to the receipt by          
intermediaries of payments on behalf of a beneficial owner of a note issued in  
the exchange offer. PROSPECTIVE INVESTORS SHOULD CONSULT THEIR TAX ADVISORS     
CONCERNING THE EFFECT, IF ANY, OF SUCH TREASURY REGULATIONS ON AN INVESTMENT IN 
THE NOTES OFFERED IN THE EXCHANGE OFFER.                                        

BOOK ENTRY

Except as set forth below, the notes issued in the exchange offer will
initially be issued in the form of one or more registered notes in global form  
without coupons (each a "Global Note"). Each Global Note will be deposited with,
or on behalf of, the Depository Trust Company ("DTC") and registered in the name
of Cede & Co., as nominee of DTC, or will remain in the custody of the Trustee  
pursuant to the FAST Balance Certificate Agreement between DTC and the Trustee. 

     DTC has advised us that it is (1) a limited purpose trust company organized
under the laws of the State of New York, (2) a member of the Federal Reserve    
System, (3) a "clearing corporation" within the meaning of the Uniform          
Commercial Code, as amended, and (4) a "Clearing Agency" registered pursuant to 
Section 17A of the Exchange Act. DTC was created to hold securities for its     
participating organizations (collectively, the "Participants") and facilitates  
the clearance and settlement of securities transactions between Participants    
through electronic book-entry changes to the accounts of its Participants,      
thereby eliminating the need for physical transfer and delivery of certificates.
DTC's Participants include securities brokers and dealers, including the initial
purchaser of the outstanding notes, banks and trust companies, clearing         
corporations, and certain other organizations. Access to DTC's system is also   
available to other entities such as banks, brokers, dealers and trust companies 
(collectively, the "Indirect Participants") that clear through or maintain a    
custodial relationship with a Participant, either directly or indirectly.       
Holders who are not Participants may beneficially own securities held by or on  
behalf of DTC only through Participants or Indirect Participants.               

     We expect, pursuant to procedures established by DTC, that (1) upon deposit
of the Global Notes, DTC will credit the accounts of Participants designated by 
the Initial Purchasers with an interest in the Global Note and (2) ownership of 
the Notes will be shown on, and the transfer of ownership thereof will be       
effected only through, records maintained by DTC (with respect to the interest  
of Participants), the                                                           

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Participants and the Indirect Participants. The laws of some states require that
certain persons take physical delivery in definitive form of securities that    
they own and that security interest in negotiable instruments can only be       
perfected by delivery of certificates representing the instruments.             
Consequently, the ability to transfer notes or to pledge the notes as collateral
will be limited to such extent.                                                 

     So long as DTC or its nominee is the registered owner of a Global Note, DTC
or such nominee, as the case may be, will be considered the sole owner or holder
of the notes represented by the Global Note for all purposes under the          
indenture. Except as provided below, owners of beneficial interests in a Global 
Note will not be entitled to have notes represented by such Global Note         
registered in their names, will not receive or be entitled to receive physical  
delivery of certificated notes (the "Certificated Notes"), and will not be      
considered the owners or holders thereof under the indenture for any purpose,   
including with respect to giving of any directions, instruction or approval to  
the trustee thereunder. As a result, the ability of a person having a beneficial
interest in notes represented by a Global Note to pledge or transfer such       
interest to persons or entities that do not participate in DTC's system or to   
otherwise take action with respect to such interest, may be affected the lack of
a physical certificate evidencing such interest.                                

     Accordingly, each holder owning a beneficial interest in a Global Note must
rely on the procedures of DTC and, if such holder is not a Participant or an    
Indirect Participant, on the procedures of the Participant through which such   
holder owns its interest, to exercise any rights of a holder of notes under the 
indenture or such Global Note. We understand that under existing industry       
practice, in the event we request any action of holders of notes or a holder    
that is an owner of a beneficial interest in a Global Note desires to take any  
action that DTC, as the holder of such Global Note, is entitled to take, DTC    
would authorize the Participants to take such action and the Participant would  
authorize holders owning through such Participants to take such action or would 
otherwise act upon the instruction of such holders. Neither Richmont Marketing  
Specialists nor the trustee will have any responsibility or liability for any   
aspect of the records relating to or payments made on account of notes by DTC,  
or for maintaining, supervising or reviewing any records of DTC relating to such
notes.                                                                          

     Payments with respect to the principal of, premium, if any, and interest on
any notes represented by a Global Note registered in the name of DTC or its     
nominee on the applicable record date will be payable by the trustee to or at   
the direction of DTC or its nominee in its capacity as the registered holder of 
the Global Note representing such notes under the indenture. Under the terms of 
the indenture, Richmont Marketing Specialists and the trustee may treat the     
persons in whose names the notes, including the Global Notes, are registered as 
the owners thereof for the purpose of receiving such payment and for any and all
other purposes whatsoever. Consequently, neither Richmont Marketing Specialists 
nor the trustee has or will have any responsibility or liability for the payment
of such amounts to beneficial owners of interest in the Global Note, including  
principal, premium, if any, and interest. Payments by the Participants and the  
Indirect Participants to the beneficial owners of interests in the Global Note  
will be governed by standing instructions and customary practice and will be the
responsibility of the Participants or the Indirect Participants and DTC.        

CERTIFICATED NOTES                                                              

If:                                                                   

      (1) Richmont Marketing Specialists notifies the trustee in writing
     that DTC is no longer willing or able to act as a depositary, or DTC ceases
to be registered as a clearing agency under the Exchange Act and a    
successor depositary is not appointed within 90 days of this notice or
cessation;                                                            

   (2) Richmont Marketing Specialists, at its option, notifies the
trustee in writing that it elects to cause the issuance of notes in   
definitive form under the indenture; or                               

       (3) upon the occurrence of other events described in the indenture,

then, upon surrender by DTC of the Global Notes, certificated notes will be     
issued to each person that DTC identifies as the beneficial owner of the notes  
represented by the Global Notes. Upon any issuance of                           

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certificated notes, the trustee will be required to register the certificated   
notes in the name of the beneficial owner indicated by the DTC, or the nominee  
of such person, and cause the certificates to be delivered to that person.      

   Neither Richmont Marketing Specialists nor the trustee will be liable for
any delay by DTC or any Participant or Indirect Participant in identifying the  
beneficial owners of the related notes. Each of Richmont Marketing Specialists  
and the trustee may conclusively rely on, and will be protected in relying on,  
instructions from DTC for all purposes, including with respect to the           
registration and delivery, and the respective principal amounts, of the notes to
be issued.                                                                      

LEGAL MATTERS 

     The validity of the notes offered by this prospectus will be passed upon by
Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York, special counsel   
for Richmont Marketing Specialists. Skadden, Arps, Slate, Meagher & Flom LLP has
also represented Chase Securities Inc., the initial purchaser of the outstanding
notes, and may represent current holders of the outstanding notes, each in      
connection with certain legal matters unrelated to the offering of the          
outstanding notes or this exchange offer.                                       

EXPERTS 

Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements at December 31, 1998 and 1997, and for each of the 3 years 
in the period ended December 31, 1998, as set forth in their report. We have    
included our financial statements in this prospectus in reliance on Ernst &     
Young LLP's report, given on their authority as experts in accounting and       
auditing.                                                                       

Ernst & Young LLP, independent auditors, have audited the financial   
statements of Atlas for each of the 2 years in the period ended December 31,    
1997, as set forth in their report. We have included these financial statements 
in this prospectus in reliance on Ernst & Young LLP's report, given on their    
authority as experts in accounting and auditing.                                

Ernst & Young LLP, independent auditors, have audited the financial   
statements of Bromar for the 10 month period ended October 31, 1996, as set     
forth in their report. We have included these financial statements in this      
prospectus in reliance on Ernst & Young LLP's report, given on their authority  
as experts in accounting and auditing.                                          

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INDEX TO HISTORICAL FINANCIAL STATEMENTS

                                                                [Download Table]
                                                                  
HISTORICAL CONSOLIDATED FINANCIAL STATEMENTS OF RICHMONT          
  MARKETING SPECIALISTS INC.                                      
Report of Independent Auditors..............................  F-2 
Consolidated Balance Sheets at December 31, 1998 and 1997...  F-3 
Consolidated Statements of Operations for the Years Ended         
  December 31, 1998, 1997 and 1996..........................  F-4 
Consolidated Statements of Shareholders' Equity (Deficit)         
  for the Years Ended December 31, 1998, 1997 and 1996......  F-5 
Consolidated Statements of Cash Flows for the Years Ended         
  December 31, 1998, 1997 and 1996..........................  F-6 
Notes to Consolidated Financial Statements..................  F-7 
Consolidated Balance Sheets at March 31, 1999 and December        
  31, 1998 (Unaudited)......................................  F-21
Consolidated Statement of Operations for the Three Months         
  Ended March 31, 1999 and 1998 (Unaudited).................  F-22
Consolidated Statements of Cash Flows for the Three Months        
  Ended March 31, 1999 and 1998 (Unaudited).................  F-23
Notes to Consolidated Financial Statements..................  F-24

HISTORICAL CONSOLIDATED FINANCIAL STATEMENTS OF ATLAS             
  MARKETING COMPANY, INC. AND SUBSIDIARIES                        
Report of Independent Auditors..............................  F-28
Consolidated Statements of Operations for the years ended         
  December 31, 1997 and 1996................................  F-29
Consolidated Statements of Cash Flows for the years ended         
  December 31, 1997 and 1996................................  F-30
Notes to Consolidated Financial Statements..................  F-31

HISTORICAL CONSOLIDATED FINANCIAL STATEMENTS OF BROMAR, INC.      
  AND SUBSIDIARIES                                                
Report of Independent Auditors..............................  F-36
Consolidated Statement of Income for the Ten Months Ended         
  October 31, 1996..........................................  F-37
Consolidated Statement of Cash Flows for the Ten Months           
  Ended October 31, 1996....................................  F-38
Notes to Consolidated Financial Statements..................  F-39

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REPORT OF INDEPENDENT AUDITORS

Board of Directors                                                              
Richmont Marketing Specialists Inc.                                             

  We have audited the accompanying consolidated balance sheets of Richmont
Marketing Specialists Inc. (the "Company") as of December 31, 1998 and 1997, and
the related consolidated statements of operations, shareholders' equity         
(deficit) and cash flows for each of the three years in the period ended        
December 31, 1998. 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 consolidated financial position of Richmont       
Marketing Specialists Inc. at December 31, 1998 and 1997, and the consolidated  
results of their operations and their cash flows for each of the three years in 
the period ended December 31, 1998, in conformity with generally accepted       
accounting principles.                                                          

                         ERNST & YOUNG LLP

Dallas, Texas                                                                   
February 26, 1999                                                               

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RICHMONT MARKETING SPECIALISTS INC. 

CONSOLIDATED BALANCE SHEETS 

ASSETS

                                                        [Enlarge/Download Table]

                                                                      DECEMBER 31,         
                                                              ---------------------------- 
                                                                  1998            1997     
                                                              ------------    ------------ 
                                                                                           
Current assets:                                                                            
  Cash and cash equivalents.................................  $ 26,633,832    $ 41,394,614 
  Accounts receivable, net of allowance for doubtful                                       
     accounts of $4,325,079 and $3,161,148 as of December                                  
     31, 1998 and 1997, respectively........................    28,295,152      26,193,450 
  Current portion of notes receivable.......................       110,438         119,689 
  Deferred taxes............................................  1,932,286...       1,702,362 
  Prepaid expenses and other current assets.................       967,164         949,200 
                                                              ------------    ------------ 
          Total current assets..............................    57,938,872      70,358,315 
Other assets................................................     7,047,070       8,964,954 
Property and equipment, net.................................    23,019,089      22,168,367 
Intangible assets...........................................    86,756,991     110,037,865 
                                                              ------------    ------------ 
          Total assets......................................  $174,762,022    $211,529,501 
                                                              ============    ============ 

                      LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)                       
Current liabilities:                                                                       
  Accounts payable..........................................  $  5,085,651    $  4,377,949 
  Accrued expenses..........................................     8,980,959       7,309,829 
  Income taxes payable......................................            --         750,629 
  Promotional advances......................................     1,566,308       1,695,319 
  Current portion of long-term obligations..................     9,434,064      10,736,870 
                                                              ------------    ------------ 
          Total current liabilities.........................    25,066,982      24,870,596 
Deferred taxes..............................................    10,025,601      10,170,702 
Long-term obligations less current portion:                                                
  Notes payable.............................................   119,500,145     124,042,842 
  Covenants not to compete..................................    10,550,070      10,774,398 
  Deferred compensation liabilities and payment                                            
     agreements.............................................    30,324,378      30,382,121 
  Capital lease obligations.................................     1,421,609       2,010,013 
                                                              ------------    ------------ 
          Total long-term obligations.......................   161,796,202     167,179,374 
Other liabilities...........................................       901,075              -- 
Commitments and contingencies (Note 8)......................            --              -- 
Redeemable common stock (Note 11)...........................            --              -- 
Shareholders' equity (deficit):                                                            
  Common stock, $.01 stated value:                                                         
  Authorized shares -- 10,000,000                                                          
  Issued and outstanding shares -- 197,474 as of December                                  
     31, 1998 and 1997......................................         1,975           1,975 
  Additional paid-in capital................................    31,305,469      31,305,469 
  Retained deficit..........................................   (52,829,915)    (20,493,248)
  Treasury stock at cost -- 59,839 shares as of December 31,                               
     1998 and 1997..........................................    (1,505,367)     (1,505,367)
                                                              ------------    ------------ 
          Total shareholders' equity (deficit)..............   (23,027,838)      9,308,829 
                                                              ------------    ------------ 
          Total liabilities and shareholders' equity........  $174,762,022    $211,529,501 
                                                              ============    ============ 

See accompanying notes.                                                         

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RICHMONT MARKETING SPECIALISTS INC. 

CONSOLIDATED STATEMENTS OF OPERATIONS 

                                                        [Enlarge/Download Table]

                                                              YEAR ENDED DECEMBER 31,          
                                                     ----------------------------------------- 
                                                         1998           1997          1996     
                                                     ------------   ------------   ----------- 
                                                                                               
Revenue............................................. $218,294,383   $155,932,228   $73,447,480 
Expenses:                                                                                      
  Salaries..........................................  117,358,921     90,075,054    42,305,511 
  Fringe benefits...................................   18,575,818      7,960,622     4,180,124 
  Automobiles and related expenses..................   18,989,156     14,476,865     6,944,402 
  Sales and marketing...............................   13,866,026     11,122,139     5,181,416 
  Lease termination charge..........................    1,700,000             --            -- 
  General and administrative........................   31,827,238     22,005,526    10,804,094 
  Depreciation and amortization.....................   32,734,666     14,355,384     5,553,999 
                                                     ------------   ------------   ----------- 
          Total expenses............................  235,051,825    159,995,590    74,969,546 
                                                     ------------   ------------   ----------- 
Operating loss......................................  (16,757,442)    (4,063,362)   (1,522,066)
Other income (expense):                                                                        
  Interest expense..................................  (17,488,710)    (5,408,717)   (2,670,656)
  Other income......................................    1,835,829        876,201       508,518 
                                                     ------------   ------------   ----------- 
Loss before income taxes............................  (32,410,323)    (8,595,878)   (3,684,204)
Income tax benefit..................................      (73,656)    (1,168,861)     (551,638)
                                                     ------------   ------------   ----------- 
Net loss............................................ $(32,336,667)  $ (7,427,017)  $(3,132,566)
                                                     ============   ============   =========== 
Net loss per share.................................. $    (234.95)  $     (53.96)  $    (34.80)
                                                     ============   ============   =========== 

See accompanying notes.                                                         

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RICHMONT MARKETING SPECIALISTS INC. 

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) 

                                                        [Enlarge/Download Table]

                                      COMMON STOCK     ADDITIONAL                                             
                                    ----------------     PAID-IN      RETAINED      TREASURY                  
                                    SHARES    AMOUNT     CAPITAL      DEFICIT         STOCK         TOTAL     
                                    -------   ------   -----------  ------------   -----------   ------------ 
                                                                                                              
Balance at December 31, 1995....... 141,645   $1,416   $   599,636  $ (7,933,719)  $(1,505,367)  $ (8,838,034)
  Proceeds from sale of shares.....  61,311      613    25,705,833            --            --     25,706,446 
  Shares repurchased and                                                                                      
     canceled......................  (5,482)     (54)           --    (1,999,946)           --     (2,000,000)
  Net loss.........................      --       --            --    (3,132,566)           --     (3,132,566)
                                    -------   ------   -----------  ------------   -----------   ------------ 
Balance at December 31, 1996....... 197,474    1,975    26,305,469   (13,066,231)   (1,505,367)    11,735,846 
  Contribution to capital..........      --       --     5,000,000            --            --      5,000,000 
  Net loss.........................      --       --            --    (7,427,017)           --     (7,427,017)
                                    -------   ------   -----------  ------------   -----------   ------------ 
Balance at December 31, 1997....... 197,474    1,975    31,305,469   (20,493,248)   (1,505,367)     9,308,829 
  Net loss.........................      --       --            --   (32,336,667)                 (32,336,667)
                                    -------   ------   -----------  ------------   -----------   ------------ 
Balance at December 31, 1998....... 197,474   $1,975   $31,305,469  $(52,829,915)  $(1,505,367)  $(23,027,838)
                                    =======   ======   ===========  ============   ===========   ============ 

See accompanying notes.                                                         

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RICHMONT MARKETING SPECIALISTS INC. 

CONSOLIDATED STATEMENTS OF CASH FLOWS 

                                                        [Enlarge/Download Table]

                                                                       YEAR ENDED DECEMBER 31,           
                                                              ------------------------------------------ 
                                                                  1998           1997           1996     
                                                              ------------   ------------   ------------ 
                                                                                                         
OPERATING ACTIVITIES                                                                                     
  Net loss..................................................  $(32,336,667)  $ (7,427,017)  $ (3,132,566)
  Adjustments to reconcile net loss to net cash provided by                                              
    operating activities:                                                                                
  Provision for losses on accounts receivable...............    11,404,800      6,271,190      2,569,294 
  Compensation expense for stock appreciation rights........       223,614             --             -- 
  Compensation expense related to deferred compensation                                                  
    plans...................................................       270,768        117,722        117,722 
  Restructure expense related to lease obligations..........     1,700,000             --             -- 
  Amortization of intangible assets.........................    27,349,844     10,483,724      3,163,227 
  Depreciation..............................................     5,384,822      3,871,660      2,390,772 
  Imputed interest expense on deferred compensation and                                                  
    deferred payment agreements and covenants not to                                                     
    compete.................................................     1,949,205      2,086,578      1,327,639 
  Amortization of debt issue costs..........................       531,271             --             -- 
  (Gain) loss on disposal of property and equipment.........       112,907       (216,980)       105,816 
  Deferred income taxes.....................................      (171,394)    (1,389,252)      (827,249)
  Changes in operating assets and liabilities:                                                           
    Accounts and notes receivable...........................   (13,079,969)    (9,320,470)    (1,327,134)
    Prepaid expenses and other current assets...............       (36,219)       420,861       (429,510)
    Other assets............................................       (79,451)      (712,627)      (921,735)
    Accounts payable and accrued expenses...................      (570,798)    (3,533,561)     1,884,878 
    Income taxes payable....................................      (871,508)      (354,855)      (158,288)
    Promotional advances....................................      (129,011)       (78,037)       (99,843)
                                                              ------------   ------------   ------------ 
         Net cash provided by operating activities..........     1,652,214        218,936      4,663,023 
INVESTING ACTIVITIES                                                                                     
  Purchases of property and equipment.......................    (6,843,238)    (2,784,156)    (1,489,485)
  Proceeds from sale of equipment...........................     2,265,006        840,976             -- 
  Cash paid in purchases of businesses, net of cash                                                      
    acquired................................................            --    (33,919,031)   (26,059,659)
                                                              ------------   ------------   ------------ 
         Net cash used in investing activities..............    (4,578,232)   (35,862,211)   (27,549,144)
FINANCING ACTIVITIES                                                                                     
  Net change in line of credit..............................            --     (5,195,894)       280,000 
  Proceeds from debt issuance to stockholders...............            --             --      1,050,000 
  Principal payments on debt and capital lease                                                           
    obligations.............................................    (5,631,368)    (8,997,574)    (2,265,882)
  Proceeds from debt offering, net of underwriting                                                       
    commission..............................................            --     97,000,000             -- 
  Payments on covenants not to compete, and deferred payment                                             
    agreements..............................................    (5,891,829)    (6,131,030)    (1,906,938)
  Payment of professional fees related to issuance of senior                                             
    subordinated notes......................................      (310,567)    (2,038,613)            -- 
  Issuance of common stock..................................            --             --     25,706,446 
  Cash contribution to capital..............................            --      2,400,000             -- 
                                                              ------------   ------------   ------------ 
         Net cash provided by (used in) financing                                                        
           activities.......................................   (11,833,764)    77,036,889     22,863,626 
                                                              ------------   ------------   ------------ 
Net increase (decrease) in cash and cash equivalents........   (14,759,782)    41,393,614        (22,495)
Cash and cash equivalents at beginning of period............    41,393,614             --         22,495 
                                                              ------------   ------------   ------------ 
Cash and cash equivalents at end of period..................  $ 26,633,832   $ 41,393,614   $         -- 
                                                              ============   ============   ============ 
Supplemental Disclosures of Non-Cash Activities                                                          
  Conversion of notes payable to shareholders to equity.....            --      2,600,000             -- 
  Capital leases entered into during the period.............            --             --        375,583 
  Issuance of notes payable for repurchase of common                                                     
    stock...................................................            --             --      2,000,000 

See accompanying notes.                                                         

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RICHMONT MARKETING SPECIALISTS INC. 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1998 

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                   

Description of Business                                                     

  In October 1997, the shareholders of Marketing Specialists Sales Company
(MSSC) exchanged all of their common stock for an equal number of shares of     
common stock of Richmont Marketing Specialists Inc. (Richmont Marketing         
Specialists). Accordingly, Richmont Marketing Specialists became the holding    
company of MSSC. References in these Notes to Consolidated Financial Statements 
to the "Company" refer to Richmont Marketing Specialists and, for any period    
before October 1997, to MSSC.                                                   

   The Company is one of the largest food brokers in the United States, with
extensive operations covering the west, southwest, and southeast regions of the 
country and expanding operations in the midwest. The Company provides a         
comprehensive array of sales, marketing, merchandising, and order management    
services to over 1700 manufacturers, known as principals, of consumer-packaged  
goods and markets the products of these principals to leading retailers and     
wholesalers, known as customers, operating in a variety of trade channels,      
including grocery stores, mass merchandisers, membership warehouses, drug       
stores, and convenience stores.                                                 

Principles of Consolidation                                                 

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

Revenue Recognition                                                         

   Revenue is earned from commissions on sales of food products on behalf of
manufacturers and producers (principals). Commission revenue is recorded as     
income when product shipment has occurred and notification of such shipment is  
received from the principals.                                                   

Fair Value of Financial Instruments                                         

  The fair values of cash and cash equivalents, accounts receivable, trade
payables and short-term debt approximate carrying value at December 31, 1998 due
to the short period of time to maturity. Management estimates the fair value of 
long-term debt to approximate the carrying value at December 31, 1998 based upon
current market interest rates in relation to the imputed interest rate of each  
instrument and the relative liquidity of each instrument.                       

Use of Estimates                                                            

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

Net Loss Per Share                                                          

   The net loss per share is computed based upon the weighted average number
of shares outstanding of 137,635, 137,635 and 90,006 for the years ended        
December 31, 1998, 1997 and 1996, respectively. The weighted average number of  
shares outstanding for the year ended December 31, 1996 includes the effect of  
the 61,311 shares issued November 7, 1996.                                      

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RICHMONT MARKETING SPECIALISTS INC. 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

Statement of Cash Flows                                                     

The Company considers all highly liquid investments with a maturity of
three months or less when purchased to be cash equivalents.                     

Concentration of Credit Risk                                                

Financial instruments which potentially subject the Company to a      
concentration of credit risk principally consist of accounts and notes          
receivable. As of December 31, 1998 and 1997, no individual principal represents
a significant concentration of accounts receivable. The Company generally does  
not require collateral on accounts and notes receivable as the Company's        
customers are generally large, well-established companies. The Company          
periodically performs credit evaluations of its principals and maintains        
reserves for potential losses. The established reserves and the credit losses   
have historically been within Company estimates. The Company wrote off accounts 
receivable of approximately $10,698,000, $6,632,000, and $1,072,000 for the     
years ended December 31, 1998, 1997 and 1996, respectively.                     

Property and Equipment                                                      

  Property and equipment are stated at cost. Depreciation and amortization
are computed using accelerated methods over the estimated useful lives.         

Intangible Assets                                                           

 Intangible assets include goodwill, covenants not to compete, principal
relationships, and trained workforce. Goodwill represents the excess of the     
purchase price over the fair value of net assets of various businesses acquired.
Effective January 1, 1998, the Company revised the estimated useful life of its 
goodwill related to prior acquisitions from ten to five years. Acquisitions     
prior to January 1, 1993 with unamortized goodwill at January 1, 1998 were      
written off in the first quarter. The net loss for the year of 1998 would have  
decreased by $9.4 million without this change. In addition, the net loss per    
share for the year ended December 31, 1998 would have decreased $68.30 without  
this change.                                                                    

  Covenants not to compete are recorded at fair value based on independent
appraisal and are being amortized over the term of the related agreement,       
generally three to ten years. principal relationships and trained workforce are 
recorded at fair value based on independent appraisals and are amortized over   
periods ranging from one to seven years.                                        

  Periodically, the carrying value of intangible assets is reviewed if the
facts and circumstances suggest that they may be impaired. If the review        
indicates that the intangible assets will not be recoverable, as determined by  
the undiscounted cash flow method, the asset will be reduced to its estimated   
recoverable value. At December 31, 1998, the Company does not believe that an   
impairment of assets has occurred.                                              

Promotional Advances                                                        

 Promotional advances represent amounts received from principals for the
future promotion of their products. Such amounts are recorded as liabilities    
until they are spent on behalf of and under the direction of the principals.    

Prior Year Reclassification                                                 

  Certain prior year balances have been reclassified to conform to current
year presentation.                                                              

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RICHMONT MARKETING SPECIALISTS INC. 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

2. PROPERTY AND EQUIPMENT                                                       

Property and equipment consists of the following:                     

                                                        [Enlarge/Download Table]

                                                    DECEMBER 31,                       
                                             ---------------------------   USEFUL LIVES
                                                 1998           1997         (YEARS)   
                                             ------------   ------------   ------------
                                                                                       
Land........................................ $  4,152,316   $  3,789,058        --     
Buildings and leasehold improvements........    9,495,972      8,427,954        40     
Furniture, fixtures and equipment...........   16,515,027     15,713,850       5-7     
Purchased software..........................    2,904,115             --        3      
Assets under capital leases.................    5,481,986      5,481,986    Lease term 
                                             ------------   ------------               
                                               38,549,416     33,412,848               
                                             ------------   ------------               
Less accumulated depreciation and                                                      
  amortization..............................  (15,530,327)   (11,244,481)              
                                             ------------   ------------               
                                             $ 23,019,089   $ 22,168,367               
                                             ============   ============               

3. INTANGIBLE ASSETS                                                            

Intangible assets consist of the following:                           

                                                        [Enlarge/Download Table]

                                                                 DECEMBER 31,         
                                                          --------------------------- 
                                                              1998           1997     
                                                          ------------   ------------ 
                                                                                      
Goodwill................................................. $ 66,003,306   $ 63,016,815 
Covenants not to compete.................................   30,881,946     30,216,051 
Principal relationships..................................   29,106,749     29,106,749 
Trained workforce........................................    5,251,000      5,251,000 
Other....................................................      433,679        433,679 
                                                          ------------   ------------ 
                                                           131,676,680    128,024,294 
Less accumulated amortization............................  (44,919,689)   (17,986,429)
                                                          ------------   ------------ 
                                                          $ 86,756,991   $110,037,865 
                                                          ============   ============ 

Amortization expense related to intangible assets for the years ended 
December 31, 1998, 1997 and 1996 was, $27,349,844, $10,483,724 and $3,163,227   
respectively.                                                                   

4. ACCRUED EXPENSES                                                             

Accrued expenses consist of the following:                            

                                                                [Download Table]

                                                                  DECEMBER 31,      
                                                             -----------------------
                                                                1998         1997   
                                                             ----------   ----------
                                                                                    
Salaries, bonus, taxes and benefits......................... $3,343,593   $4,753,174
Insurance...................................................  1,065,400      969,788
Software maintenance........................................  1,091,700           --
Tax reserve.................................................  1,000,000           --
Lease restructure, current portion..........................    723,000           --
Interest....................................................    505,159      375,314
Other.......................................................  1,252,107    1,211,553
                                                             ----------   ----------
                                                             $8,980,959   $7,309,829
                                                             ==========   ==========

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RICHMONT MARKETING SPECIALISTS INC. 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

5. LINES OF CREDIT                                                              

  On October 14, 1997, the Company entered into a bank credit facility. On
December 18, 1997, this facility was amended and restated and further amended on
August 12, 1998 effective June 30, 1998 and on March 5, 1999 effective October  
1, 1998 (collectively, the "Credit Agreement"). The Credit Agreement provides   
for borrowings not to exceed the lesser of $25,000,000 or a maximum borrowing   
base calculated on certain percentages of eligible accounts receivable. The     
available borrowings will be reduced for any outstanding letters of credit.     
Borrowings under the facility will be used to provide working capital for the   
Company, to finance certain permitted acquisitions, and to facilitate other     
general corporate purposes. Borrowings under the Credit Agreement bear interest 
at the prime rate plus a margin of between 0.00% and 0.75% or the LIBOR rate    
plus a margin of between 1.00% and 2.50%, based upon defined calculations, at   
the option of the Company. The Company is required to pay commitment fees under 
the facility at a rate range from .25% to .5625%, based upon defined            
calculations. The facility will mature on October 14, 2002. The facility also   
places restrictions and limitations on dividends, redemptions, and repurchases  
of capital stock, additional indebtedness, capital expenditures, mergers and    
asset sales of the Company.                                                     

 The Credit Agreement requires the Company to maintain certain financial
ratios and meet certain indebtedness tests. Amounts outstanding under this      
facility are collateralized by substantially all of the Company's assets.       

     On December 31, 1998, there were no borrowings under the facility; however,
a $1.4 million letter of credit was outstanding. The amount available under the 
facility as amended was approximately $12.1 million.                            

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RICHMONT MARKETING SPECIALISTS INC. 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

6. LONG-TERM OBLIGATIONS                                                        

Debt                                                                        

Debt consists of the following:                                       

                                                        [Enlarge/Download Table]

                                                                  DECEMBER 31,         
                                                           --------------------------- 
                                                               1998           1997     
                                                           ------------   ------------ 
                                                                                       
Senior Subordinated Notes, unsecured, bearing interest at                              
  10 1/8% payable semi-annually and principal due                                      
  December 15, 2007......................................  $100,000,000   $100,000,000 
Unsecured notes payable to other entities, bearing                                     
  interest at rates ranging from 5.6% to 12%, principal                                
  and interest payable under various arrangements over                                 
  terms ranging from one to fourteen years...............     6,953,790      8,364,915 
Unsecured notes payable to related parties, bearing                                    
  interest at rates ranging from 7.5% to 8.5%, principal                               
  and interest payable on demand.........................            --        661,310 
Unsecured notes payable to former owners of Atlas,                                     
  bearing interest at 10%, principal and interest payable                              
  monthly in the amount of $262,500 over terms ranging                                 
  from one to five years.................................    11,655,660     12,109,121 
Unsecured notes payable to related parties, bearing                                    
  interest at rates ranging from 6.5% to 8.5%, principal                               
  and interest payable under various arrangements over                                 
  terms ranging from one to ten years....................     5,514,955      8,312,358 
                                                           ------------   ------------ 
                                                            124,124,405    129,447,704 
Less current portion.....................................    (4,624,260)    (5,404,862)
                                                           ------------   ------------ 
                                                           $119,500,145   $124,042,842 
                                                           ============   ============ 

The combined aggregate maturities of debt at December 31, 1998, are as
follows:                                                                        

                                                                [Download Table]
                                                                           
1999........................................................   $  4,624,260
2000........................................................      4,708,231
2001........................................................      4,454,929
2002........................................................      3,994,225
2003........................................................      1,003,016
Thereafter..................................................    105,339,744
                                                               ------------
                                                               $124,124,405
                                                               ============

 On December 19, 1997, the Company issued $100,000,000 of 10 1/8% Senior
Subordinated Notes due 2007 (the Notes). The proceeds, net of a $3,000,000      
underwriting commission, were $97,000,000. In connection with the issuance of   
the Notes, the Company incurred approximately $5,300,000 in deferred financing  
fees, which amount includes the underwriting commission. These fees are         
capitalized and are being amortized over the term of the Notes.                 

     Interest on the Notes is payable semiannually on June 15 and December 15 of
each year, commencing June 15, 1998. The principal on the Notes is payable on   
December 15, 2007, the maturity date. Except as described below, the Company may
not redeem the Notes prior to December 15, 2002. On or after such date, the     
Company may redeem the Notes, in whole or in part, at the following redemption  
prices: 2002 -- 105.063%; 2003 -- 103.375%; 2004 -- 101.688%; 2005 or           
thereafter -- 100.000%, together with accrued and unpaid interest, if any, to   
the date of redemption. In addition, at any time and from time                  

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RICHMONT MARKETING SPECIALISTS INC. 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

to time on or prior to December 15, 2000, the Company may, subject to certain   
requirements, redeem up to 35% of the original aggregate principal amount of the
Notes with the net cash proceeds of one or more public equity offerings by the  
Company, at redemption price equal to 110.125% of the principal amount of the   
Notes to be redeemed, together with accrued and unpaid interest, if any, to the 
date of redemption, provided that at least 65% of the original aggregate        
principal amount of the Notes remains outstanding immediately after each such   
redemption. The Notes are not subject to any sinking fund requirement. Upon a   
change of control, each holder of the Notes will have the right to require the  
Company to make an offer to repurchase such holder's Notes at a price equal to  
101% of the principal amount thereof, together with accrued and unpaid interest,
if any, to the date of repurchase.                                              

     The Notes are unsecured and will be subordinated in right of payment to all
existing and future senior indebtedness of the Company. The Notes are fully and 
unconditionally guaranteed on an unsecured, senior subordinated basis by each of
the Company's principal operating subsidiaries, all of which are wholly owned.  
Audited financial statements of the guarantor subsidiaries have been omitted    
from these financial statements because the indebtedness is guaranteed by all   
direct subsidiaries of the parent which has no operations or assets separate    
from its investments in its subsidiaries.                                       

Additionally, the terms on the Notes subject the Company to certain   
limitations and restrictions primarily related to obtaining additional          
indebtedness, payments of dividends, and sales of assets and subsidiary stock.  

     The Notes are also subject to an Exchange and Registration Rights Agreement
whereby the Company must file a registration statement with the Securities and  
Exchange Commission within 16 months of the original date of issuance of the    
Notes. The registered notes must be identical in all material respects to the   
Notes, except for transfer restrictions relating to the Notes.                  

Covenants Not to Compete                                                    

The Company is obligated to make payments under agreements with former
owners of acquired companies and various other individuals for future consulting
services and covenants not to compete. The costs associated with such agreements
are recognized on a straight-line basis over the period in which the services   
are to be rendered, which typically ranges from seven to ten years.             

     Future payments under these agreements at December 31, 1998 are as follows:

                                                                [Download Table]
                                                                           
1999........................................................   $ 4,581,568 
2000........................................................     2,509,730 
2001........................................................     2,336,242 
2002........................................................     1,932,052 
2003........................................................     1,721,184 
Thereafter..................................................     2,513,052 
                                                               ----------- 
          Total payments....................................    15,593,828 
Amount representing interest................................    (2,486,774)
                                                               ----------- 
                                                                13,107,054 
Less current portion........................................    (2,556,984)
                                                               ----------- 
                                                               $10,550,070 
                                                               =========== 

Deferred Payment and Compensation Plans                                     

 In conjunction with acquisitions of other brokerage companies, deferred
payment agreements are generally executed or assumed with the former owners and 
certain key employees of the acquired                                           

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RICHMONT MARKETING SPECIALISTS INC. 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

companies. Under these agreements, the Company agrees to pay them certain       
amounts upon either termination or retirement of such executive or, in the event
of their death, to their designated beneficiary. Terms vary; however, most      
payments are monthly and continue for a period of up to ten years. The amounts  
to be paid under most of these agreements are not based upon length of service  
but are a fixed amount. The present value of these payments, discounted at rates
varying from 8% to 10%, was capitalized as an intangible asset at the date of   
the acquisition as a component of the purchase price.                           

Beginning in 1991, the Company also initiated deferred compensation   
agreements for certain key employees whereby the Company has agreed to pay them 
a certain sum monthly for ten years upon the earlier of their retirement,       
termination, or death. Compensation and interest expense is accrued ratably over
the employees' expected service period such that the accrual, at the anticipated
vesting date, equals the then present value of the future benefits. These       
deferred compensation liabilities have been recorded at their net present value 
using inputed interest rates ranging from 8% to 10%. Deferred compensation      
expense was $270,768, $117,722 and $117,722 for the years ended December 31,    
1998, 1997 and 1996, respectively.                                              

The future aggregate minimum payments for the deferred payment and    
compensation agreements at December 31, 1998 are as follows:                    

                                                                [Download Table]
                                                                            
1999........................................................   $  3,194,520 
2000........................................................      5,054,968 
2001........................................................      5,269,560 
2002........................................................      5,259,182 
2003........................................................      5,255,270 
Thereafter..................................................     28,477,971 
                                                               ------------ 
          Total payments....................................     52,511,471 
Amount representing interest................................    (20,500,520)
                                                               ------------ 
                                                                 32,010,951 
Less current portion........................................     (1,686,573)
                                                               ------------ 
                                                               $ 30,324,378 
                                                               ============ 

Leases                                                                      

     The Company leases its office facilities and certain office equipment under
long-term capital and operating lease agreements, which expire in various years 
through 2007. Some of the Company's leases provide for escalating minimum rent. 
Rent expense is recognized on a straight-line basis over the life of such       
leases. During the second quarter of 1998, the Company completed an assessment  
of its office facilities requirements in an effort to streamline its operations 
and improve its cost structure. In connection with this assessment, management  
approved a plan to consolidate redundant offices that had resulted from prior   
business acquisitions and to vacate the offices. The Company vacated these      
offices prior to June 30, 1998. The lease terminations occurred in Dallas,      
Houston and San Antonio, Texas, as well as in Charlotte, North Carolina. The    
employees and related assets were consolidated into other offices in the same   
geographic area. The Company recorded a charge of $1.7 million for the rental   
payments under the respective lease agreements because the abandoned office     
space had no substantive future benefit to the Company. At December 31, 1998,   
this reserve for future payments totals $1.4 million.                           

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RICHMONT MARKETING SPECIALISTS INC. 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

  The annual future minimum lease payments under all noncancelable capital
leases, including leases for facilities which are no longer in use, at December 
31, 1998 are as follows:                                                        

                                                                [Download Table]

                                                               CAPITAL   
                                                                LEASES   
                                                              ---------- 
                                                                         
1999........................................................  $  704,208 
2000........................................................     650,878 
2001........................................................     465,497 
2002........................................................     255,995 
2003........................................................     105,396 
Thereafter..................................................     142,169 
                                                              ---------- 
          Total minimum lease payments......................   2,324,143 
Amounts representing interest...............................    (336,287)
                                                              ---------- 
Present value of minimum lease payments.....................   1,987,856 
Less current portion........................................    (566,247)
                                                              ---------- 
                                                              $1,421,609 
                                                              ========== 

    The annual future minimum lease payments under all noncancelable operating
leases, including leases for facilities no longer in use, at December 31, 1998  
are as follows:                                                                 

                                                                [Download Table]

                                               RELATED                            
                                               PARTIES      OTHERS        TOTAL   
                                              ----------  -----------  -----------
                                                                                  
1999......................................... $1,082,940  $ 5,832,248  $ 6,915,188
2000.........................................  1,082,940    4,431,145    5,514,085
2001.........................................    883,388    3,621,560    4,504,948
2002.........................................    771,054    2,588,457    3,359,511
2003.........................................    269,993    1,587,918    1,857,911
Thereafter...................................    192,000    1,504,996    1,696,996
                                              ----------  -----------  -----------
          Total.............................. $4,282,315  $19,566,324  $23,848,639
                                              ==========  ===========  ===========

Included under property and equipment are amounts that have been      
capitalized of $5,481,986 with accumulated amortization of $3,918,702 and       
$3,316,692 in 1998 and 1997, respectively. Amortization of leased assets is     
included in depreciation expense.                                               

Rent expense for the years ended December 31, 1998, 1997 and 1996 was 
$8,732,996, $6,223,182 and $2,636,246, respectively, of which $686,284, $763,020
and $743,340, respectively, was paid to related parties. Payments under capital 
lease obligations to related parties was $353,400, $346,895 and $346,895 for the
years ended December 31, 1998, 1997 and 1996, respectively.                     

The Company paid interest of approximately $14,243,142, $1,510,646,   
$811,506, in 1998, 1997 and 1996, respectively.                                 

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RICHMONT MARKETING SPECIALISTS INC. 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

7. INCOME TAXES                                                                 

  The Company utilizes the liability method of accounting for income taxes
whereby deferred taxes are determined based on the difference between the       
financial statement and tax basis of assets and liabilities using enacted tax   
rates.                                                                          

  Significant components of the (benefit) for income taxes are as follows:

                                                        [Enlarge/Download Table]

                                                             DECEMBER 31,             
                                                  ----------------------------------- 
                                                    1998         1997         1996    
                                                  ---------   -----------   --------- 
                                                                                      
Current:                                                                              
  Federal........................................ $      --   $   177,828   $ 372,665 
  State..........................................    97,738        42,563     (97,054)
                                                  ---------   -----------   --------- 
                                                     97,738       220,391     275,611 
Deferred:                                                                             
  Federal........................................   (32,700)   (1,170,631)   (651,590)
  State..........................................  (138,694)     (218,621)   (175,659)
                                                  ---------   -----------   --------- 
                                                   (171,394)   (1,389,252)   (827,249)
                                                  ---------   -----------   --------- 
          Total tax expense (benefit)............ $ (73,656)  $(1,168,861)  $(551,638)
                                                  =========   ===========   ========= 

     The Company's provision (benefit) for income taxes reconciles to the amount
computed by applying the federal statutory income tax rate to income before     
income taxes as follows:                                                        

                                                        [Enlarge/Download Table]

                                                   1998          1997          1996     
                                               ------------   -----------   ----------- 
                                                                                        
Benefit at U.S. statutory rates..............  $(11,019,509)  $(2,922,599)  $(1,252,629)
State income tax, net of federal tax                                                    
  benefit....................................       (75,213)     (116,198)     (179,991)
Nondeductible amortization of intangibles....     2,982,376       777,293       246,111 
Nondeductible amortization of expenses.......       451,338       358,873       221,627 
Cancellation of indebtedness income..........            --       680,000            -- 
Change in valuation allowance on deferred tax                                           
  assets.....................................     7,587,352                     492,957 
Other........................................            --        53,770       (79,713)
                                               ------------   -----------   ----------- 
Income tax expense (benefit).................  $    (73,656)  $(1,168,861)  $  (551,638)
                                               ============   ===========   =========== 

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RICHMONT MARKETING SPECIALISTS INC. 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

    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 reporting purposes. Significant    
components of the Company's deferred tax liabilities and assets are as follows: 

                                                        [Enlarge/Download Table]

                                                            DECEMBER 31,               
                                              ---------------------------------------- 
                                                  1998          1997          1996     
                                              ------------   -----------   ----------- 
                                                                                       
Deferred tax liabilities:                                                              
  Identified intangibles..................... $  8,278,681   $ 9,949,858   $ 6,544,033 
  Book over tax depreciation.................           --            --       631,100 
  Revenue and expense recognition............           --       515,367            -- 
  Other......................................    1,746,920     1,733,367            -- 
                                              ------------   -----------   ----------- 
          Total deferred tax liabilities.....   10,025,601    12,198,592     7,175,133 
Deferred tax assets:                                                                   
  Net operating loss.........................      549,359            --            -- 
  Deferred compensation agreements...........    1,714,657     2,148,016     1,047,049 
  Allowance for doubtful accounts............    2,619,927       788,269       756,516 
  Book over tax depreciation.................      411,956       290,227            -- 
  Intangible assets..........................    6,346,473     2,779,991     2,790,184 
  Self insurance reserve.....................    1,319,189       392,672       191,101 
  Deferred state taxes.......................           --       114,461        84,981 
  Other......................................      100,259       758,798       222,878 
                                              ------------   -----------   ----------- 
                                                13,061,820     7,272,434     5,092,709 
Valuation allowance for deferred tax                                                   
  assets.....................................  (11,129,534)   (3,542,182)   (3,542,182)
                                              ------------   -----------   ----------- 
          Total deferred tax assets, net of                                            
            valuation allowance..............    1,932,286     3,730,252     1,550,527 
                                              ------------   -----------   ----------- 
Net deferred tax (liability)................. $ (8,093,315)  $(8,468,340)  $(5,624,606)
                                              ============   ===========   =========== 

     The valuation allowance for deferred tax assets was not changed during 1997
and was increased by $7,587,352, and $492,957 during 1998 and 1996,             
respectively. The Company paid income taxes of $752,286, $586,782 and $658,668  
during 1998, 1997 and 1996, respectively.                                       

At December 31, 1998, the Company had $1,615,761 of net operating loss
carryforwards available to offset future taxable income for years 1999 through  
2018.                                                                           

8. COMMITMENTS AND CONTINGENCIES                                                

   The Internal Revenue Service ("IRS") has asserted deficiencies in federal
corporate income taxes for Atlas for tax years 1993 through 1995. The proposed  
adjustments relate to the deductibility of certain compensation and benefit     
expenses, and may result in additional federal and state tax liabilities as of  
December 31, 1998. Under the purchase agreement with Atlas, the Company's       
exposure for contingent obligations, including the matter discussed herein, is  
limited to $1,000,000. As a result, as of December 31, 1998, the Company has    
recorded a reserve of $1,000,000 to cover potential IRS claims associated with  
this matter with a corresponding increase to goodwill related to the Atlas      
acquisition.                                                                    

The Company has guaranteed approximately $1,000,000 of long-term      
obligations related to a building it currently occupies that is leased from a   
previous owner of an acquired company.                                          

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

  The Company is subject to certain claims arising in the normal course of
business. In management's opinion, any such contingencies would not materially  
affect the Company's consolidated financial position or consolidated operating  
results.                                                                        

9. BENEFIT PLANS                                                                

401(k) Savings Plan                                                         

    The Company sponsors a 401(k) savings plan for all employees who have been
employed by the Company at least one year. The Company matches employee         
contributions up to 3% of the employee's salary. The Company made contributions 
totaling $2,015,903, $1,248,398 and $571,265 in 1998, 1997 and 1996,            
respectively.                                                                   

Incentive Plan                                                              

  In 1998, the Company adopted an incentive plan ("Incentive Plan"), which
allows the granting of senior management appreciation rights ("SMARTs") to      
employees of the Company. Total SMARTs authorized for awards are 20,566 and     
9,520 were granted and outstanding as of December 31, 1998.                     

  The SMARTs are exercisable in 20% annual increments for five consecutive
years commencing on the fifth anniversary of the Grant Date, as defined under   
the Incentive Plan. If the recipient's employment with the Company terminates   
for any reason prior to 100% vesting, all potential value of the SMARTs are     
forfeited. Any SMARTs that remain unexercised in the fifth year following full  
vesting will be paid to the holder in five equal annual installments. The       
Company has the right to defer the exercisability of the SMARTs if payment on   
exercised amounts would cause a conflict with or a violation of any agreement or
instrument to which the Company is a party. The value of each SMARTs unit will  
fluctuate in accordance with the value of the Company's equity, which will be   
determined annually. Future increases and decreases in the appraised value of   
the Company will result in recognition of an increase or decrease in            
compensation expense.                                                           

 Upon termination of employment of any holder of SMARTs, the SMARTs that
have been vested will be exchanged for the right to receive deferred            
compensation pursuant to a SMART Deferred Compensation Agreement. The amount of 
deferred compensation payable pursuant to such agreements will depend on the    
date of such termination, the reasons therefore, as well as the Company's       
financial performance.                                                          

The SMARTs and Deferred Compensation Agreements represent unfunded and
unsecured obligations of the Company. Outstanding amounts under the SMARTs and  
Deferred Compensation Agreements are due in full upon certain provisions of the 
respective agreements, including a change in control.                           

     Non-cash compensation expense of $223,614 was recognized by the Company for
the year ended December 31, 1998 relating to the granting of SMARTs and is      
included in long term obligations.                                              

10. ACQUISITIONS                                                                

On October 31, 1996, the Company purchased all of the issued and      
outstanding stock of Bromar, Inc., a California based food broker corporation,  
in exchange for $26,005,000 cash paid at closing. The Company received the      
following assets and liabilities from Bromar, Inc in the acquisition: $9.5      
million of accounts receivable, $6.2 million of intangible assets, $11.6 million
of fixed assets, $2.9 million of other assets, $4.1 million of accounts payable,
and $16.5 million of assumed debt. The purchase price was allocated based on    
estimated fair values at the date of acquisition.                               

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

  On January 1, 1997, the Company acquired substantially all of the assets
and liabilities of Westexico Sales Co., Inc., a Texas-based food broker         
corporation, in exchange for a 6.31% note payable totaling $2,000,000 with a    
present value of $1,606,198.                                                    

   On March 1, 1997, the Company purchased all of the issued and outstanding
stock of Gene Sanford & Associates, Inc., an Arizona-based food broker          
corporation, in exchange for $80,000 cash, two 6.2% notes payable totaling      
$143,987, and covenants not to compete with certain key employees totaling      
$2,604,000.                                                                     

  On May 31, 1997, the Company purchased all of the issued and outstanding
stock of Tower Marketing, Inc., a Texas-based food broker corporation, in       
exchange for 9.5% notes payable to Tower shareholders with a present value of   
$3,258,285 and covenants not to compete with certain key employees with a       
present value of approximately $11,110,000. In addition, liabilities of         
$10,605,000 were assumed in the acquisition. Of the total purchase price, for   
financial reporting purposes, approximately $8,170,000 has been allocated to    
principal relationships, $4,880,000 to covenants not to compete, $1,020,000 to  
trained workforce, $5,093,000 to assets, $3,615,000 to current liabilities, and 
$6,990,000 to long-term obligations, with the remaining amount allocated to     
goodwill. The purchase price was allocated based on estimated fair values at the
date of acquisition. Obligations related to the covenants not to compete were   
initially recorded based on preliminary estimates of amounts due to key         
employees and officers. During the first quarter of 1998, the estimated         
liabilities were increased by approximately $2.0 million to reflect the final   
estimate of the liabilities associated with the covenants not to compete based  
on more complete information.                                                   

  On July 1, 1997, the Company acquired substantially all of the principal
contracts, agreements, and commitments of Pioneer Food Sales, Inc., a           
Washington-based food broker corporation, in exchange for a note payable        
totaling $340,000 with a present value of $250,749 (9.5% interest rate imputed) 
and covenants not to compete with certain key employees with a present value of 
$376,123.                                                                       

   On July 1, 1997, the Company acquired substantially all of the assets and
liabilities of L'Amoreaux & Associates, a California-based food broker          
corporation, in exchange for various notes payable totaling $1,865,000 with a   
present value of $1,250,494 (9.5% interest rate imputed) and covenants not to   
compete with certain key employees with a present value of $402,304.            

On December 31, 1997, the Company purchased all of the issued and     
outstanding stock of Atlas, a North Carolina-based food broker corporation, for 
total consideration of approximately $45,700,000, which includes approximately  
$19,800,000 in cash, $12,100,000 in promissory notes to be issued to certain    
Atlas stockholders, and $13,800,000 to repay substantially all of the           
indebtedness of Atlas. In addition, liabilities of $6,373,000 were assumed in   
the acquisition. Of the total purchase price, for financial reporting purposes, 
approximately $10,750,000 has been allocated to principal relationships,        
$6,490,000 to covenants not to compete, $2,460,000 to trained workforce,        
$19,899,000 to assets, $6,228,000 to current liabilities, and $1,700,000 to     
long-term obligations, with the remaining amount allocated to goodwill. The     
purchase price was allocated based on estimated fair values.                    

   All of the acquisitions were accounted for under the purchase method. The
operating results of the acquired companies have been included in the           
consolidated results of operations since the date of acquisition.               

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RICHMONT MARKETING SPECIALISTS INC. 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

   The following represents the unaudited pro forma results of operations of
the Company as if the acquisitions of Bromar, Tower and Atlas had occurred on   
January 1, 1996 after giving effect to certain adjustments, including interest  
expense directly associated with the acquisitions and the proceeds of the Senior
Subordinated Notes and amortization of intangibles:                             

                                                        [Enlarge/Download Table]

                                                                1997          1996    
                                                             -----------   -----------
                                                             (IN THOUSANDS EXCEPT PER 
                                                                    SHARE DATA)       
                                                                                      
Revenue.....................................................  $216,068      $211,022  
Net loss....................................................  $(27,878)     $(26,463) 
Loss per share..............................................  $(202.55)     $(294.01) 

     The above pro forma information assumes goodwill would be amortized over 10
years. As discussed previously in Note 1, effective January 1, 1998, the Company
revised the estimated useful life of its goodwill from 10 to 5 years. The net   
loss for 1997 and 1996 would be $(30,781,000) and $(31,067,000), respectively if
goodwill was amortized over 5 years or a loss per share of $(223.64) and        
$(345.17), respectively.                                                        

     Pro forma results presented are not necessarily indicative of what actually
would have occurred if the acquisitions had been consummated on January 1, 1996.

11. SHAREHOLDERS' EQUITY                                                        

  During 1996, a series of transactions occurred through which an investor
acquired 82,581 shares of the Company's common stock (21,270 shares from        
existing shareholders (Minority Shareholders) in April and 61,311 newly issued  
shares in November) and the Company became a majority-owned subsidiary of this  
privately held company. Net proceeds to the Company were $25,706,446. In        
connection with the November transaction, the Minority Shareholders sold back to
the Company 5,482 shares of its common stock for $2,000,000 in notes payable.   
These shares were then canceled by the Company. As a result of these            
transactions, the new investor has 60% ownership and the Minority Shareholders  
have 40% ownership of the Company.                                              

     On October 7, 1997, the majority shareholder, the Minority Shareholders and
the Company entered into an agreement (Shareholders Agreement) which provides   
for the buyback of the Minority Shareholders' shares under various              
circumstances. If, prior to the termination of the Shareholders Agreement, any  
Minority Shareholder desires to sell any of his shares to an independent third  
party, such selling Minority Shareholder must offer those shares on the same    
terms and conditions: first, to the majority shareholder; second, to the        
Company; and finally, to the other Minority Shareholders before completing the  
sale to the third party.                                                        

  During the first 15 days of each fiscal quarter of the Company occurring
after December 31, 2000, but prior to December 31, 2003, each of the Minority   
Shareholders who is not an employee at such time shall have the option to sell  
to the Company, and the Company shall have the obligation to purchase, his      
shares for cash, promissory notes, or a combination of both, at a per share     
price based on a negotiated multiple (reflecting prevailing market and industry 
conditions) of earnings before interest, taxes, depreciation, amortization and  
extraordinary, non-recurring and discretionary expenses (EBITDA), less funded   
debt. Based on the Company's interpretation of the Shareholder's Agreement, the 
amount of this obligation, if any, is not significant. As of December 31, 1998, 
Minority Shareholders owning an aggregate of 16.7% of the Company's common stock
were no longer employed by the Company.                                         

   Further, in the event of death or disability of a Minority Shareholder, a
representative of the deceased or disabled Minority Shareholder can, at any time
during the first 15 days of the second full fiscal quarter occurring after the  
death or disability, require the Company to purchase the shares at the formula  
price described in the preceding paragraph.                                     

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RICHMONT MARKETING SPECIALISTS INC. 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

    In addition, the Company shall have the option to repurchase the shares of
a Minority Shareholder in the event of the termination for cause, divorce,      
bankruptcy, disability or death of such Minority Shareholder, at a 5.25 multiple
of EBITDA less funded debt. In the event any Minority Shareholder voluntarily   
ceases employment with the Company, the Minority Shareholder shall retain       
certain rights as set forth in the Shareholders Agreement, including the right  
to sell his shares under the terms of the Shareholders Agreement.               

    Notwithstanding the provisions described above, the Shareholders Agreement
will automatically terminate on the earliest to occur of: (1) the effective date
of an initial public offering of the Company's capital stock, (2) a merger or   
consolidation in which a change of control occurs, (3) a sale of substantially  
all of the Company's assets or capital stock, (4) the mutual consent of the     
parties or (5) April 2, 2021.                                                   

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RICHMONT MARKETING SPECIALISTS INC. 

CONSOLIDATED BALANCE SHEETS 

ASSETS

                                                        [Enlarge/Download Table]

                                                               MARCH 31,     DECEMBER 31, 
                                                                  1999           1998     
                                                              ------------   ------------ 
                                                              (UNAUDITED)                 
                                                                                          
Current Assets:                                                                           
  Cash and cash equivalents.................................  $ 21,978,001   $ 26,633,832 
  Accounts receivable, net of allowance for doubtful                                      
     accounts of $4,560,305 and $5,225,079 as of March 31,                                
     1999 and December 31, 1998, respectively...............    28,741,622     28,295,152 
  Current portion of notes receivable.......................       110,438        110,438 
  Deferred taxes............................................     1,932,286      1,932,286 
  Prepaid expenses and other current assets.................     1,540,112        967,164 
                                                              ------------   ------------ 
          Total current assets..............................    54,302,459     57,938,872 
Other assets................................................     6,663,861      7,047,070 
Property and equipment, net.................................    22,929,775     23,019,089 
Intangible assets...........................................    81,550,016     86,756,991 
                                                              ------------   ------------ 
          Total assets......................................  $165,446,111   $174,762,022 
                     LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)                       
Current Liabilities:                                                                      
  Accounts payable..........................................  $  3,063,406   $  5,085,651 
  Accrued expenses..........................................    14,644,931      8,980,959 
  Promotional advances......................................     1,503,966      1,566,308 
  Current portion of long-term obligations..................     9,367,396      9,434,064 
                                                              ------------   ------------ 
          Total current liabilities.........................    28,579,699     25,066,982 
Deferred taxes..............................................     9,649,740     10,025,601 
Long-term obligations less current portion:                                               
  Notes payable.............................................   118,334,462    119,500,145 
  Covenants not to compete..................................     9,999,916     10,550,070 
  Deferred compensation liabilities and payment                                           
     agreements.............................................    30,024,955     30,324,378 
  Capital lease obligations.................................     1,283,775      1,421,609 
                                                              ------------   ------------ 
          Total long-term obligations.......................   159,643,108    161,796,202 
Other liabilities...........................................       813,583        901,075 
Commitments and contingencies                                                             
Redeemable common stock.....................................            --             -- 
Shareholders' Equity (deficit)                                                            
  Common stock, $.01 stated value:                                                        
  Authorized shares -- 10,000,000                                                         
  Issued and outstanding shares -- 197,474 as of March 31,                                
     1999 and December 31, 1998.............................         1,975          1,975 
  Additional paid-in capital................................    31,305,469     31,305,469 
  Retained deficit..........................................   (63,042,096)   (52,829,915)
  Treasury stock at cost -- 59,839 shares as of March 31,                                 
     1999 and December 31, 1998.............................    (1,505,367)    (1,505,367)
                                                              ------------   ------------ 
          Total shareholders' equity (deficit)..............   (33,240,019)   (23,027,838)
                                                              ------------   ------------ 
          Total liabilities and shareholders' equity                                      
            (deficit).......................................  $165,446,111   $174,762,022 
                                                              ============   ============ 

See accompanying notes.                                                         

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RICHMONT MARKETING SPECIALIST INC.

CONSOLIDATED STATEMENT OF OPERATIONS

                                                        [Enlarge/Download Table]

                                                             THREE MONTHS ENDED MARCH 31,
                                                             ----------------------------
                                                                 1999            1998    
                                                             -------------   ------------
                                                              (UNAUDITED)    (UNAUDITED) 
                                                                                         
Revenues.................................................... $ 52,503,383    $53,089,581 
Expenses:                                                                                
  Salaries..................................................   28,907,758     29,415,867 
  Payroll taxes and benefits................................    5,181,758      4,974,347 
  Automobiles and related expenses..........................    4,761,143      4,655,248 
  Sales and marketing.......................................    3,790,164      3,229,277 
  General and administrative................................    9,172,887      6,974,565 
  Depreciation and amortization.............................    7,279,658      9,640,166 
                                                             ------------    ----------- 
          Total expenses....................................   59,093,368     58,889,470 
                                                             ------------    ----------- 
Operating loss..............................................   (6,589,985)    (5,799,889)
Other income (expenses):                                                                 
  Interest expenses.........................................   (4,297,530)    (4,315,623)
  Other income..............................................      312,950        753,650 
                                                             ------------    ----------- 
Loss before income taxes....................................  (10,574,565)    (9,361,862)
Income tax benefit..........................................     (362,384)    (1,593,605)
                                                             ------------    ----------- 
Net loss.................................................... $(10,212,181)   $(7,768,257)
                                                             ============    =========== 
Net loss per share.......................................... $     (74.20)   $    (56.44)
                                                             ============    =========== 

See accompanying notes.                                                         

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RICHMONT MARKETING SPECIALISTS INC. 

CONSOLIDATED STATEMENTS OF CASH FLOWS 

                                                        [Enlarge/Download Table]

                                                               QUARTERS ENDED MARCH 31,  
                                                              -------------------------- 
                                                                  1999          1998     
                                                              ------------   ----------- 
                                                              (UNAUDITED)    (UNAUDITED) 
                                                                                         
OPERATING ACTIVITIES                                                                     
  Net loss..................................................  $(10,212,181)  $(7,768,257)
  Adjustments to reconcile net loss to net cash provided by                              
     operating activities:                                                               
  Depreciation..............................................     1,428,601     1,325,282 
  Amortization of intangible assets and deferred acquisition                             
     costs..................................................     5,851,057     8,314,884 
  Amortization of bond issuance costs.......................       170,555       131,131 
  Compensation expense for stock appreciation rights........        55,904            -- 
  Compensation expense related to deferred compensation                                  
     plans..................................................       300,411        11,334 
  Imputed interest expense on deferred compensation,                                     
     deferred payment agreements, and covenants not to                                   
     compete................................................       317,480       673,109 
  Provision for losses on accounts receivable...............     4,015,258     2,008,500 
  Gain on disposal of assets................................       (16,281)      (26,195)
  Deferred income taxes.....................................      (375,861)   (2,152,474)
  Changes in operating assets and liabilities:                                           
     Accounts and notes receivable..........................    (4,461,728)   (4,086,589)
     Prepaid expenses and other current assets..............      (500,825)     (315,087)
     Other assets...........................................       (68,059)      367,605 
     Accounts payable and accrued expenses..................     3,506,649     1,804,184 
     Income taxes payable...................................            --      (871,508)
     Promotional advances...................................        58,041       714,143 
                                                              ------------   ----------- 
          Net cash provided by operating activities.........        69,021       130,062 
INVESTING ACTIVITIES                                                                     
  Additions related to system conversion....................            --    (1,300,000)
  Purchases of property and equipment.......................    (1,410,554)     (579,695)
  Proceeds from disposal of assets..........................       183,048        83,937 
  Cash paid in purchase of business.........................        72,123            -- 
                                                              ------------   ----------- 
          Net cash used in investigating activities.........    (1,299,629)   (1,795,758)
FINANCING ACTIVITIES                                                                     
  Payment of professional fees related to bond offering.....            --      (310,567)
  Principal payments on covenants not to compete and                                     
     deferred payment agreements............................    (1,628,380)   (1,771,070)
  Principal payments on debt and lease obligations..........    (1,796,843)   (1,435,234)
                                                              ------------   ----------- 
          Net cash used in financing activities.............    (3,425,223)   (3,516,871)
                                                              ------------   ----------- 
Net decrease in cash and cash equivalents...................    (4,655,831)   (5,182,567)
Cash and cash equivalents at beginning of period............    26,633,832    41,393,614 
                                                              ------------   ----------- 
Cash and cash equivalents at end of period..................  $ 21,978,001   $36,211,047 
                                                              ============   =========== 

See accompanying notes.                                                         

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RICHMONT MARKETING SPECIALISTS INC. 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
MARCH 31, 1999

1. BASIS OF PRESENTATION                                                        

The accompanying unaudited consolidated financial statements have been
prepared by Richmont Marketing Specialists Inc. (the "Company") in accordance   
with generally accepted accounting principles for interim financial information.
Accordingly, they do not include all of the information and footnotes required  
by generally accepted accounting principles for complete financial statements.  
In the opinion of management, all adjustments consisting of normal recurring    
adjustments necessary to present fairly the financial position, results of      
operations and cash flows of the Company for the periods indicated have been    
made. Certain prior year balances have been reclassified to conform to current  
year presentation. The balance sheet at December 31, 1998 has been derived from 
the audited financial statements at that date.                                  

Operating results for the three months ended March 31, 1999 are not   
necessarily indicative of the results that may be expected for the year ending  
December 31, 1999. These footnotes should be read in conjunction with the       
Company's historical financial statements.                                      

2. INTANGIBLE ASSETS                                                            

 Intangible assets include goodwill, covenants not to compete, principal
relationships, and trained workforce. Goodwill represents the excess of the     
purchase price over the fair value of net assets of various businesses acquired.
Effective January 1, 1998, the Company revised the estimated life of its        
goodwill related to prior acquisitions from ten to five years. Acquisitions     
prior to January 1, 1993 with unamortized goodwill at January 1, 1998 were      
written off in the first quarter of 1998. The net loss for the first quarter of 
1998 would have decreased by $4.0 million without this change.                  

  Covenants not to compete are recorded at fair value based on independent
appraisal and are being amortized over the term of the related agreement,       
generally three to ten years. Principal relationships and trained workforce are 
recorded at fair value based on independent appraisals and are amortized over   
periods ranging from one to seven years.                                        

  Periodically, the carrying value of intangible assets is reviewed if the
facts and circumstances suggest that they may be impaired. If the review        
indicates that the intangible assets will not be recoverable, as determined by  
the undiscounted cash flow method, the asset will be reduced to its estimated   
recoverable value.                                                              

3. LINES OF CREDIT                                                              

  On October 14, 1997, the Company entered into a bank credit facility. On
December 18, 1997, this facility was amended and restated and further amended on
August 12, 1998 effective June 30, 1998 and on March 3, 1999 effective October  
1, 1998 (collectively, the "Credit Agreement"). The Credit Agreement provides   
for borrowings not to exceed the lesser of $25,000,000 or a maximum borrowing   
base calculated on certain percentages of eligible accounts receivable. The     
available borrowings will be reduced for any outstanding letters of credit.     
Borrowings under the facility will be used to provide working capital for the   
Company, to finance certain permitted acquisitions, and to facilitate other     
general corporate purposes. Borrowings under the Credit Agreement bear interest 
at the prime rate plus a margin of between 0.00% and 0.75% or the LIBOR rate    
plus a margin of between 1.00% and 2.50%, based upon defined calculations, at   
the option of the Company. The Company is required to pay commitment fees under 
the facility at a rate ranging from .25% to .5625%, based upon defined          
calculations. The facility will mature on October 14, 2002. The facility also   
places restrictions and limitations on dividends, redemptions, and repurchases  
of capital stock, additional indebtedness, capital expenditures, mergers, and   
asset sales.                                                                    

 The Credit Agreement requires the Company to maintain certain financial
ratios and meet certain indebtedness tests. As of March 31, 1999, the Company   
was in default of certain covenant requirements of                              
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RICHMONT MARKETING SPECIALISTS INC. 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED) 

the Credit Agreement. Under an amendment to the Credit Agreement, which         
management expects to negotiate, all covenants would be waived through September
30, 1999. Amounts outstanding under this facility are collateralized by         
substantially all of the Company's assets.                                      

    At March 31, 1999, there were no borrowings under the facility, however, a
$1.3 million letter of credit was outstanding. If the Credit Agreement is not   
amended, the Company will have no borrowings available under the facility. If an
amendment to the Credit Agreement is obtained and the terms of the borrowing    
base calculation remain the same, the amount available for borrowings under the 
facility as amended would be approximately $10.6 million as of March 31, 1999.  

4. LONG-TERM OBLIGATIONS                                                        

Debt                                                                        

                                                        [Enlarge/Download Table]

                                                            MARCH 31,     DECEMBER 31, 
                                                               1999           1998     
                                                           ------------   ------------ 
                                                                                       
Senior Subordinated Notes, unsecured, bearing interest at                              
  10 1/8% payable semi-annually and principal due                                      
  December 15, 2007......................................  $100,000,000   $100,000,000 
Unsecured notes payable to former owners of Atlas,                                     
  bearing interest at 10%, principal and interest payable                              
  monthly in the amount of $262,500 over terms ranging                                 
  from one to five years.................................    11,184,943     11,655,660 
Unsecured notes payable to other entities, bearing                                     
  interest at rates ranging from 5.6% to 12%, principal                                
  and interest payable under various arrangements over                                 
  terms ranging from one to fourteen years...............     6,375,001      6,953,790 
Unsecured notes payable to related parties, bearing                                    
  interest at rates ranging from 6.5% to 8.5%, principal                               
  and interest payable under various arrangements over                                 
  terms ranging from one to ten years....................     5,398,778      5,514,955 
                                                           ------------   ------------ 
                                                           $122,958,722    124,124,405 
Less current portion.....................................    (4,624,260)    (4,624,260)
                                                           ------------   ------------ 
                                                           $118,334,462   $119,500,145 
                                                           ============   ============ 

 On December 19, 1997, the Company issued $100,000,000 of 10 1/8% Senior
Subordinated Notes due 2007 (the Notes). The proceeds, net of a $3,000,000      
underwriting commission, were $97,000,000. In connection with the issuance of   
the Notes, the Company incurred approximately $5,300,000 in deferred financing  
fees, which amount includes the underwriting commission. These fees are         
capitalized and are being amortized over the term of the Notes.                 

     Interest on the Notes is payable semiannually on June 15 and December 15 of
each year, commencing June 15, 1998. The principal on the Notes is payable on   
December 15, 2007, the maturity date. Except as described below, the Company may
not redeem the Notes prior to December 15, 2002. On or after such date, the     
Company may redeem the Notes, in whole or in part, at the following redemption  
prices: 2002 -- 105.063%; 2003 -- 103.375%; 2004 -- 101.688%; 2005 or           
thereafter -- 100.000%, together with accrued and unpaid interest, if any, to   
the date of redemption. In addition, at any time and from time to time on or    
prior to December 15, 2000, the Company may, subject to certain requirements,   
redeem up to 35% of the original aggregate principal amount of the Notes with   
the net cash proceeds of one or more public equity offerings by the Company, at 
redemption price equal to 110.125% of the principal amount of the Notes to be   
redeemed, together with accrued and unpaid interest, if any, to the date of     
redemption, provided that at least 65% of the original aggregate principal      
amount of the Notes remains outstanding                                         

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RICHMONT MARKETING SPECIALISTS INC. 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED) 

immediately after each such redemption. The Notes are not subject to any sinking
fund requirement. Upon a change of control, each holder of the Notes will have  
the right to require the Company to make an offer to repurchase such holder's   
Notes at a price equal to 101% of the principal amount thereof, together with   
accrued and unpaid interest, if any, to the date of repurchase.                 

     The Notes are unsecured and will be subordinated in right of payment to all
existing and future senior indebtedness of the Company. The Notes will be fully 
and unconditionally guaranteed on an unsecured, senior subordinated basis by    
each of the Company's principal operating subsidiaries, all of which are wholly 
owned.                                                                          

Additionally, the terms on the Notes subject the Company to certain   
limitations and restrictions primarily related to obtaining additional          
indebtedness, payments of dividends, and sales of assets and subsidiary stock.  

     The Notes are also subject to an Exchange and Registration Rights Agreement
whereby the Company must file a registration statement with the Securities      
Exchange Commission within 16 months of the original date of issuance of the    
Notes. The registered notes must be identical in all material respects to the   
Notes, except for transfer restrictions relating to the Notes.                  

Deferred Payment and Compensation Plans                                     

 In conjunction with acquisitions of other brokerage companies, deferred
payment agreements are generally executed or assumed with the former owners and 
certain key employees of the acquired companies. Under these agreements, the    
Company agrees to pay them certain amounts upon either termination or retirement
of such executive or, in the event of their death, to their designated          
beneficiary. Terms vary; however, most payments are monthly and continue for a  
period of up to ten years. The amounts to be paid under most of these agreements
are not based upon length of service, but are fixed amounts. The present value  
of these payments, discounted at rates varying from 8% to 10%, was capitalized  
as intangible assets at the date of the acquisition as a component of the       
purchase price.                                                                 

Beginning in 1991, the Company also initiated deferred compensation   
agreements for certain key employees whereby the Company has agreed to pay them 
a certain sum monthly for ten years upon the earlier of their retirement,       
termination, or death. Compensation expense and interest expense is accrued     
ratably over the employee's expected service period such that the accrual, at   
the anticipated vesting date, equals the then present value of the future       
benefits. These deferred compensation liabilities have been recorded at their   
net present value using imputed interest rates ranging from 8% to 10%.          

Covenants Not to Compete                                                    

The Company is obligated to make payments under agreements with former
owners of acquired companies and various other individuals for future consulting
services and covenants not to compete. The costs associated with such agreements
are recognized on a straight-line basis over the period in which the services   
are to be rendered, which typically ranges from seven to ten years.             

5. LEASE RESTRUCTURING                                                          

   During the second quarter of 1998, the Company completed an assessment of
its office facilities requirements in an effort to streamline its operations and
improve its cost structure. In connection with this assessment management       
approved a plan to consolidate redundant offices that had resulted from prior   
business acquisitions and to vacate the offices. The Company vacated these      
offices prior to June 30, 1998. The lease terminations occurred in Dallas,      
Houston and San Antonio, Texas, as well as in Charlotte, North Carolina. The    
employees and related assets were consolidated into other offices in the same   
geographic area. The Company recorded a charge of $1.7 million for the rental   
payments under the                                                              

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RICHMONT MARKETING SPECIALISTS INC. 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED) 

respective lease agreements because the abandoned office space had no           
substantive future benefit to the Company. At March 31, 1999, the remainder of  
this reserve for future payments totals $1.3.                                   

6. INCOME TAXES                                                                 

  The Company utilizes the liability method of accounting for income taxes
whereby deferred taxes are determined based on the difference between the       
financial statement and tax basis of assets and liabilities using enacted tax   
rates. 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 reporting purposes.      

 The Company recorded a deferred tax benefit of $375,861 for the quarter
ended March 31, 1999. The Company's income tax provision varies from the        
statutory rate primarily because of the non-deductibility of certain portions of
meal and entertainment expenses and officer's life insurance premiums, the      
difference in book and tax treatment of intangible assets, state income taxes   
imposed by the various states on the Company's operations, and the valuation    
allowance provided for deferred tax assets which may not be deductible in the   
future.                                                                         

7. SUBSEQUENT EVENTS                                                            

  On April 28, 1999, the Company signed a definitive merger agreement (the
"Merger Agreement") with Merkert American Corporation, a Canton,                
Massachusetts-based food broker. The Merger is expected to create one of the    
largest food brokers in the country with operations throughout the United       
States.                                                                         

 Under the terms of the Merger Agreement, Richmont Marketing Specialists
stockholders will receive approximately 6.7 million shares of Merkert American  
common stock in exchange for their shares of common stock of the Company.       
Merkert American will be the surviving corporation in the Merger, and will be   
treated as the acquiring entity for accounting purposes.                        

     The Merger is subject to customary conditions and approvals and is expected
to be consummated in the third quarter of 1999.                                 

The combined company may recognize certain restructuring costs in     
connection with the Merger, including costs associated with the elimination of  
duplicative facilities and employees.                                           

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REPORT OF INDEPENDENT AUDITORS

Board of Directors                                                              
Atlas Marketing Company, Inc. and Subsidiaries                                  

    We have audited the accompanying consolidated statements of operations and
cash flows of Atlas Marketing Company, Inc. and Subsidiaries for the years ended
December 31, 1997 and 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 consolidated results of operations and cash flows 
of Atlas Marketing Company, Inc. and Subsidiaries for the years ended December  
31, 1997 and 1996 in conformity with generally accepted accounting principles.  

                                                               ERNST & YOUNG LLP

Charlotte, North Carolina                                                       
March 25, 1998                                                                  

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ATLAS MARKETING COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS 

                                                        [Enlarge/Download Table]

                                                              YEAR ENDED DECEMBER 31,  
                                                             ------------------------- 
                                                                1997          1996     
                                                             -----------   ----------- 
                                                                                       
Revenue..................................................... $46,971,606   $49,647,608 
Expenses:                                                                              
  Salaries..................................................  31,746,998    28,964,531 
  Fringe benefits...........................................   1,095,806     1,091,517 
  Automobile and related expenses...........................   2,517,489     1,618,823 
  Sales and marketing.......................................   3,159,831     2,506,793 
  General and administrative................................   6,453,640     5,451,216 
  Depreciation..............................................   1,760,625     2,227,335 
  Amortization..............................................     999,450     1,108,171 
  Bonus compensation........................................   1,568,308     4,372,714 
                                                             -----------   ----------- 
          Total expenses....................................  49,302,147    47,341,100 
                                                             -----------   ----------- 
Operating income (loss).....................................  (2,330,541)    2,306,508 
Other income (expense):                                                                
  Interest expense..........................................  (1,008,364)   (1,122,325)
  Other income..............................................    (465,572)      157,228 
                                                             -----------   ----------- 
Income (loss) before taxes..................................  (3,804,477)    1,341,411 
Income tax expense (benefit)................................  (1,005,000)    1,460,100 
                                                             -----------   ----------- 
Net (loss).................................................. $(2,799,477)  $  (118,689)
                                                             ===========   =========== 

See accompanying notes.                                                         

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ATLAS MARKETING COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS 

                                                        [Enlarge/Download Table]

                                                                YEAR ENDED DECEMBER 31,   
                                                             -----------------------------
                                                                 1997             1996    
                                                             ------------     ------------
                                                                                          
OPERATING ACTIVITIES                                                                      
Net income (loss)........................................... $ (2,799,477)    $  (118,689)
  Adjustments to reconcile net income (loss) to net cash                                  
     provided by operating activities:                                                    
     Equity in income of affiliate..........................       (3,947)        (16,075)
     Depreciation...........................................    1,760,625       2,227,335 
     Amortization...........................................      999,450       1,108,171 
     Deferred taxes.........................................   (1,116,000)        (98,800)
     Stock bonuses..........................................      378,125       1,191,663 
     Allowance for doubtful accounts........................      600,000              -- 
     Gain on sale of property and equipment.................      (89,478)       (106,542)
     Changes in assets and liabilities:                                                   
       Accounts receivable..................................      300,410        (293,872)
       Other current assets.................................      371,291         (19,734)
       Due to employees.....................................      267,223              -- 
       Accounts payable.....................................      463,497         258,920 
       Accrued expenses.....................................      363,572       1,268,520 
       Income taxes payable.................................     (733,310)        526,459 
       Market development funds payable.....................       41,704          11,958 
                                                             ------------     ----------- 
Cash provided by operating activities.......................      803,685       5,939,314 
INVESTING ACTIVITIES                                                                      
  Proceeds from sale of property and equipment..............      616,495         462,658 
  Purchase of property and equipment........................     (620,830)     (2,117,630)
  Cash paid in business acquisitions........................           --         (31,027)
  Cash paid for non-compete agreement.......................      (20,000)             -- 
  Cash paid for investment in affiliate.....................     (375,000)        (90,000)
                                                             ------------     ----------- 
Cash used by investing activities...........................     (399,335)     (1,775,999)
FINANCING ACTIVITIES                                                                      
  Payments on notes payable.................................     (618,022)       (760,853)
  principal payments on long-term borrowings................  (14,832,228)     (3,123,737)
  Proceeds from borrowings from MSSC........................   16,043,658              -- 
  Purchase and retirement of common stock...................           --        (271,684)
                                                             ------------     ----------- 
Cash provided by (used in) financing activities.............      593,408      (4,156,274)
                                                             ------------     ----------- 
Net increase (decrease) in cash.............................      997,758           7,041 
Cash at beginning of period.................................       53,333          46,292 
                                                             ------------     ----------- 
Cash at end of period....................................... $  1,051,091     $    53,333 
                                                             ============     =========== 

See accompanying notes.                                                         

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ATLAS MARKETING COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997 

MERGER AGREEMENT                                                                

     The Company was acquired by Marketing Specialists Sales Company ("MSSC") on
December 19, 1997 for approximately $45.7 million. The accompanying consolidated
financial statements reflect operations through December 31, 1997 and do not    
reflect the effects of purchase accounting pursuant to Accounting Principles    
Board Opinion No. 16, "Accounting for Business Combinations" ("APB16") as a     
result of the acquisition by MSSC.                                              

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                   

Description of the Business                                                 

Atlas Marketing Company, Inc. (the "Company") provides food brokerage 
services to various principals in the food supply industry through its operating
offices in North Carolina, South Carolina, Georgia, Virginia and West Virginia, 
with representatives in North Carolina, South Carolina, Virginia, West Virginia,
Maryland, Delaware, Tennessee, Florida, Louisiana, Alabama, Texas, Oklahoma,    
Kentucky, Ohio and Pennsylvania.                                                

Basis of Consolidation                                                      

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

   The Company had a 50% ownership investment in Meatmaster Brokerage, Inc.,
which was accounted for under the equity method up through December 19, 1997 at 
which point the Company acquired the remaining interest.                        

Use of Estimates                                                            

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

Revenue Recognition                                                         

Revenue is earned from commissions or sales of products on behalf of  
manufactures and producers (principals). Commission revenue is recognized as    
income when product shipment has occurred and/or notification of such shipment  
is received from the principal.                                                 

Concentration of Credit Risk                                                

Financial instruments which potentially subject the Company to a      
concentration of credit risk principally consist of accounts and notes          
receivable. As of December 31, 1997 and 1996 and no individual principal        
represents a significant concentration of accounts receivable. The Company      
generally does not require collateral on accounts and notes receivable as the   
Company's customers are generally large, well established companies within the  
food supply industry. The Company periodically performs credit evaluations of   
its principals and maintains reserves for potential losses.                     

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

Property and Equipment                                                      

Depreciation on property and equipment is provided using accelerated  
methods over the following estimated useful lives:                              

                                                                [Download Table]
                                                                         
Building....................................................     19 years
Leasehold improvements......................................      5 years
Equipment...................................................  5 - 7 years
Data processing equipment...................................      5 years
Furniture and fixtures......................................  5 - 7 years
Vehicles....................................................      5 years

Intangible Assets                                                           

  Intangible assets include goodwill, principal lists and covenants not to
compete. Goodwill and principal lists represent the excess of the purchase price
over the value of net tangible assets of various businesses acquired. These     
amounts are being amortized over a period of ten years based on the straight-   
line method. Covenants not to compete are recorded at the net present value of  
the payments to be made under the agreements and are being amortized over the   
term of the related agreement, generally three to five years. The carrying      
values of intangibles are reviewed if the facts and circumstances indicate      
impairment of their carrying value. Any impairment in the carrying value of such
intangibles is recorded when identified.                                        

Marketing Development Funds Payable                                         

Marketing development funds payable represent amounts received from   
principals for the future promotion/marketing of their products. Such amounts   
are recorded as liabilities until they are spent on behalf and/or under the     
direction of the principals.                                                    

Income Taxes                                                                

  The Company utilizes the liability method of accounting for income taxes
whereby deferred taxes are determined based on the difference between the       
financial statement and tax basis of assets and liabilities using enacted tax   
rates.                                                                          

Stock Based Compensation                                                    

The Company accounts for stock options in accordance with Accounting  
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees"     
("APB 25"). Under APB 25, no compensation expense is recognized for stock or    
stock options issued at fair value. For stock options granted at exercise prices
below the estimated fair value, the Company records compensation expense over   
the vesting period for the difference between the exercise price of the share   
and the estimated fair value. Compensation expense is recognized upon grant if  
the options vest immediately.                                                   

   In October 1995, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 123, "Accounting for Stock Based
Compensation" (SFAS 123). SFAS 123 provides for a fair value based method of    
accounting for employee stock options and similar equity instruments. However,  
for companies that elect to continue to account for stock based compensation    
arrangements under APB 25, SFAS 123 requires disclosure of the pro forma effect 
on net income as if the fair value based method proscribed by SFAS 123 had been 
applied. The Company continued to account for stock based compensation          
arrangements under APB No. 25. The SFAS 123 pro forma net income would not be   
materially different from the reported net loss.                                

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ATLAS MARKETING COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

The options outstanding at December 31, 1997 were issued in July 1993.
Therefore the disclosure requirements of SFAS 123 are not applicable.           

2. INTANGIBLE ASSETS                                                            

     Amortization expense charged against income was $999,450 and $1,108,171 for
1997 and 1996, respectively.                                                    

3. EMPLOYEE STOCK OWNERSHIP PLAN                                                

The Company maintains the Atlas Marketing Company, Inc. Employee Stock
Ownership Plan covering all full-time employees with one year of service.       
Contributions are determined at the discretion of the Board of Directors. No    
contributions were made or accrued for in 1996 or 1997. The plan was terminated 
effective January 1, 1998 in connection with the purchase of the Company by     
MSSC.                                                                           

4. EMPLOYEE BENEFIT PLANS                                                       

During 1995, the Company established the Atlas Marketing Company, Inc.
Employees 401(k) Plan and Trust covering all full-time employees with one year  
of service. Employer matching contributions are determined annually, in advance,
at the discretion of the Board of Directors. For 1997 and 1996, the Board of    
Directors determined that employee contributions would be matched on a dollar   
for dollar basis up to a maximum of 6% of eligible compensation. The Company    
recorded $1,088,566 and $1,066,484 of benefit plan expense in 1997 and 1996,    
respectively.                                                                   

The Company also maintains the Atlas Marketing Company, Inc. Employee 
Benefit Plan and Trust, a self-insured medical benefits plan covering all       
full-time employees, with optional coverages available for part-time personnel. 
The Company contributes an amount necessary to meet plan expenses, net of       
employee contributions for optional benefits. The Company medical benefit plan  
contributions, included in general and administrative expenses, was $2,323,647  
and $1,848,216 for 1997 and 1996, respectively.                                 

5. INCOME TAXES                                                                 

   Significant components of the provision (benefit) for income taxes are as
follows:                                                                        

                                                        [Enlarge/Download Table]

                                                             YEAR ENDED DECEMBER 31,  
                                                             ------------------------ 
                                                                1997          1996    
                                                             -----------   ---------- 
                                                                                      
Current:                                                                              
Federal..................................................... $    96,000   $1,274,700 
State.......................................................      15,000      284,200 
                                                             -----------   ---------- 
                                                                 111,000    1,558,900 
Deferred:                                                                             
Federal.....................................................    (973,000)     (86,100)
State.......................................................    (143,000)     (12,700)
                                                             -----------   ---------- 
                                                              (1,116,000)     (98,800)
                                                             -----------   ---------- 
          Total tax expense (benefit)....................... $(1,005,000)  $1,460,100 
                                                             ===========   ========== 

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ATLAS MARKETING COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

Federal and state income tax expense as a percentage of income before 
income taxes was different than the statutory income tax rates for both years.  
The reasons for the differences between the actual tax expense and the          
"expected" tax expense for those years (computed by applying the federal        
corporate rate of 34%) are as follows:                                          

                                                        [Enlarge/Download Table]

                                                             YEAR ENDED DECEMBER 31, 
                                                            -------------------------
                                                               1997           1996   
                                                            -----------    ----------
                                                                                     
Computed "expected" tax expense............................ $(1,293,500)   $  456,100
State income taxes, net of federal benefit.................    (133,000)      175,700
Amortization of intangibles................................     229,500       223,200
Non-deductible expenses....................................     192,000       605,100
                                                            -----------    ----------
                                                            $(1,005,000)   $1,460,100
                                                            ===========    ==========

  The Company has received notices from the Internal Revenue Service (IRS)
asserting deficiencies in federal corporate income taxes for the Company's      
taxable years 1993 through 1995. The proposed adjustments, relating to the      
deductibility of certain compensation and benefit expenses, may result in       
additional federal and state tax liabilities as of December 31, 1997 of         
approximately $5.8 million plus interest. The Company has analyzed these matters
with tax counsel and believes that it has meritorious defenses and has filed a  
response protesting the proposed adjustments. No amount has been recorded in the
financial statements relating to adjustments proposed by the IRS.               

6. RELATED-PARTY TRANSACTIONS                                                   

  In 1996, the Company issued 240,740 shares to officers and directors for
payment of compensation which had a value of $2.5 million. The Company          
repurchased and retired 18,106 shares from officers and directors in 1996 at a  
cost of $187,000.                                                               

   Following is a summary of related-party balances at December 31, 1997 and
1996:                                                                           

                                                                [Download Table]

                                                                1997         1996   
                                                             -----------  ----------
                                                                                    
Receivables from officers and directors..................... $     1,792  $    5,739
                                                             ===========  ==========
Due to MSSC................................................. $16,330,583          --
Accrued compensation payable to officers....................          --   1,784,070
Notes due to officers.......................................          --     400,000
                                                             -----------  ----------
                                                             $16,330,583  $2,184,070
                                                             ===========  ==========

 Additionally, the Company has entered into several lease agreements for
office facilities in which individuals who were officers and directors in 1997  
and 1996 (prior to the purchase of the Company by MSSC) have an ownership       
interest. Lease payments made to these individuals in 1997 and 1996 totaled     
$123,812 and $158,027, respectively.                                            

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ATLAS MARKETING COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

7. LEASES                                                                       

   The Company has entered into various operating lease agreements primarily
for the lease of vehicles, office and warehouse space. Annual future minimum    
lease payments required by noncancelable lease agreements at December 31, 1997  
are as follows:                                                                 

                                                                [Download Table]

                                                   RELATED                          
                                                   PARTIES      OTHERS      TOTAL   
                                                  ----------  ----------  ----------
                                                                                    
1998............................................. $  367,648  $  828,455  $1,196,103
1999.............................................    431,004     395,679     826,683
2000.............................................    431,004      95,946     526,950
2001.............................................    431,004          --     431,004
2002.............................................    365,754          --     365,754
Thereafter.......................................    114,668          --     114,668
                                                  ----------  ----------  ----------
                                                  $2,141,082  $1,320,080  $3,461,162
                                                  ==========  ==========  ==========

Rent expense under noncancellable lease agreements was $680,728 and   
$586,624 for 1997 and 1996, respectively.                                       

The Company has subleased certain office and warehouse facilities. The
total minimum rentals to be received under the sublease is $29,360 in 1998.     

8. CONTINGENCIES                                                                

     The Company is subject to legal actions from time to time which have arisen
in the ordinary course of business. The Company intends to vigorously contest   
all such claims and, in the opinion of management, the resolution of such claims
will not materially affect the financial position of the Company.               

9. SUPPLEMENTAL CASH FLOW DISCLOSURES                                           

Supplemental disclosures of cash flow information is provided below:  

                                                        [Enlarge/Download Table]

                                                            YEAR ENDED DECEMBER 31,  
                                                           --------------------------
                                                              1997            1996   
                                                           ----------      ----------
                                                                                     
Cash paid during the year for:                                                       
  Interest................................................ $1,118,328      $1,115,281
  Income taxes............................................    838,356       1,065,299
Noncash investing and financing activities:                                          
  Business acquisition through issuance of notes                                     
     payable..............................................         --         503,951
  Purchase of stock through issuance of notes payable.....    881,358         239,147
  Business acquisition through increase in due to MSSC....    286,925              --
  Issuance of stock through receipt of notes..............    325,000              --
  Covenant not to compete through issuance of note                                   
     payable..............................................    188,940              --

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REPORT OF INDEPENDENT AUDITORS

Board of Directors                                                              
Bromar, Inc. and Subsidiaries                                                   

    We have audited the accompanying consolidated statement of income and cash
flows of Bromar Inc. and Subsidiaries for the ten months ended October 31, 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 audit.                                                                   

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

    In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated results of operations and cash flows 
of Bromar Inc. and Subsidiaries for the ten months ended October 31, 1996, in   
conformity with generally accepted accounting principles.                       

                                                               ERNST & YOUNG LLP

Irvine, California                                                              
March 7, 1997                                                                   

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BROMAR, INC. AND SUBSIDIARIES 

CONSOLIDATED STATEMENT OF INCOME

                                                                [Download Table]

                                                                  TEN MONTHS   
                                                                    ENDED      
                                                               OCTOBER 31, 1996
                                                               ----------------
                                                                               
Total revenue...............................................     $56,048,862   
Expenses:                                                                      
Operating expenses:                                                            
  Salaries..................................................      30,364,770   
  Fringe benefits...........................................       5,138,957   
  Automobiles and related expenses..........................       4,846,270   
  General and administrative................................       6,163,433   
  Occupancy and related expenses............................       3,002,364   
  Sales and marketing.......................................       2,481,575   
  Depreciation and amortization.............................       2,371,262   
  Interest expense..........................................         700,030   
  Bonus to employees........................................         346,000   
                                                                 -----------   
          Total operating expenses..........................      55,414,661   
                                                                 -----------   
  Income before income taxes................................         634,201   
  Income taxes..............................................         407,000   
                                                                 -----------   
  Net income................................................     $   227,201   
                                                                 ===========   

See accompanying notes.                                                         

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BROMAR, INC. AND SUBSIDIARIES 

CONSOLIDATED STATEMENT OF CASH FLOWS

                                                                [Download Table]

                                                                  TEN MONTHS   
                                                                    ENDED      
                                                               OCTOBER 31, 1996
                                                               ----------------
                                                                               
OPERATING ACTIVITIES                                                           
  Net income................................................     $   227,201   
  Adjustments to reconcile net income to net cash provided                     
     by operating activities:                                                  
     Depreciation and amortization..........................       2,371,262   
     Gain on disposal of property and equipment.............        (431,107)  
     Provision for doubtful accounts........................          40,000   
     Deferred income taxes..................................         (90,438)  
     Changes in operating assets and liabilities:                              
     Accounts and notes receivable..........................        (141,497)  
     Prepaid expenses and other current assets..............        (312,093)  
     Accounts payable and accrued liabilities...............        (652,725)  
     Other assets...........................................          92,525   
                                                                 -----------   
Net cash provided by operating activities...................       1,103,128   
INVESTING ACTIVITIES                                                           
  Purchases of property and equipment.......................      (1,174,436)  
  Proceeds from sale of equipment...........................       1,019,844   
  Payments on purchase agreements...........................      (1,265,657)  
                                                                 -----------   
Net cash used in investing activities.......................      (1,420,249)  
FINANCING ACTIVITIES                                                           
  Net change in line of credit..............................       1,762,410   
  Proceeds from long-term debt..............................         422,243   
  principal payments on long-term debt and capital lease                       
     obligations............................................      (1,312,045)  
  principal payments on retirement agreements...............         (55,028)  
  Repurchase of common stock................................        (630,001)  
  Repayments on notes for common stock......................         132,754   
                                                                 -----------   
Net cash provided by financing activities...................         320,333   
                                                                 -----------   
Increase in cash and cash equivalents.......................           3,212   
Cash and cash equivalents at beginning of period............          26,480   
                                                                 -----------   
Cash and cash equivalents at end of period..................     $    29,692   
                                                                 ===========   

See accompanying notes.                                                         

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BROMAR, INC. AND SUBSIDIARIES 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 1996

MERGER AGREEMENT                                                                

  Shareholders of record at October 15, 1996 of the Company entered into a
merger agreement effective October 31, 1996 with MSSC California, Inc. (MSSC), a
wholly owned subsidiary of Marketing Specialists Sales Company. Upon            
consummation of the respective parties' obligations in accordance with terms of 
the agreement, 529,879 shares of common stock outstanding at October 31, 1996   
will be converted into the right to receive an aggregate amount of $26,005,000  
in cash whereupon the Company will become a wholly owned subsidiary of Marketing
Specialists. As a result of this merger, Bromar's operations will be            
consolidated with those of Marketing Specialists in future periods.             

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                   

Business Description                                                            

    Bromar Inc. (the "Company") is a broker and wholesaler of food and related
products to grocery retailers and food service outlets primarily in the western 
United States. The Company's wholly owned subsidiaries include Brokerage        
Services, Inc., a food brokerage, and Service Assets Corporation, which leases  
vehicles to the Company.                                                        

Basis of Presentation                                                       

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

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

Revenue Recognition                                                         

  Substantially all of the Company's revenue is in the form of commissions
earned from the food manufacturers and processors that it represents.           
Commissions are recognized as revenue when an order is placed with the          
manufacturers and processors as the earning process is substantially complete   
and the order is filled shortly thereafter by the manufacturer with no          
additional effort required on the part of the Company.                          

Property and Equipment                                                      

   Depreciation and amortization are computed using the straight-line method
over the assets' useful lives, which range from three to forty years, or over   
the term of the lease, whichever is shorter.                                    

Goodwill                                                                    

    Goodwill represents the excess of the purchase price over the value of net
tangible assets of various businesses acquired. Goodwill is amortized on the    
straight-line method over a period of five to ten years. Amortization expense   
for goodwill was approximately $176,000 for the ten months ended October 31,    
1996.                                                                           

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BROMAR, INC. AND SUBSIDIARIES 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

Statements of Cash Flows                                                    

The Company considers all highly liquid investments with a maturity of
three months or less when purchased to be cash equivalents.                     

 During the ten months ended October 31, 1996 the Company purchased four
brokerage companies for an aggregate purchase price of $2,722,500. These        
purchases were financed by the Company and, accordingly, represent noncash      
transactions.                                                                   

2. PROPERTY AND EQUIPMENT                                                       

     Depreciation and amortization expense related to property and equipment was
$1,128,672 for the ten months ended October 31, 1996. Amortization of assets    
purchased under capitalized lease agreements was included in depreciation and   
amortization expense.                                                           

3. FINANCING ARRANGEMENTS                                                       

Long-Term Debt                                                              

The Company paid interest of approximately $700,000 for the ten months
ended October 31, 1996.                                                         

4. INCOME TAXES                                                                 

   The Company utilizes the liability method of accounting for income taxes.
Under the liability method, deferred taxes are determined based on the          
difference between the financial statement and tax basis of assets and          
liabilities using enacted tax rates.                                            

   Significant components of the provision (benefit) for income taxes are as
follows:                                                                        

                                                                [Download Table]

                                                              TEN MONTHS ENDED
                                                              OCTOBER 31, 1996
                                                              ----------------
                                                                              
Current:                                                                      
  Federal..................................................       $411,000    
  State....................................................         87,000    
                                                                  --------    
                                                                   498,000    
Deferred:                                                                     
  Federal..................................................        (86,000)   
  State....................................................         (5,000)   
                                                                  --------    
                                                                   (91,000)   
                                                                  --------    
                                                                  $407,000    
                                                                  ========    

     The Company's income tax provision varies from the statutory rate primarily
because of the nondeductibility of certain portions of meal and entertainment   
expenses and state income taxes imposed by the various states on the Company's  
operations.                                                                     

    The Company paid income taxes of $802,000 for the ten months ended October
31, 1996.                                                                       

    The Company is currently under examination by the Internal Revenue Service
for the 1993 tax year.                                                          

5. DEFERRED COMPENSATION AND RETIREMENT PLANS                                   

Profit Sharing and Stock Plans                                              

The Company has a profit sharing plan and a stock plan covering       
substantially all employees with one year or more of service. Total annual      
contributions to these plans is at management's discretion subject to           
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BROMAR, INC. AND SUBSIDIARIES 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

certain limitations. No contributions were made to either the profit sharing    
plan or the stock plan for the ten months ended October 31, 1996.               

Retirement Agreements                                                       

     The Company is committed, through unfunded retirement agreements with three
former officers of the Company, to provide retirement benefits in an amount     
equal to five times the average annual salary of the ten years preceding the    
retirement of each officer. Payments under such agreements are to be made in 240
equal semimonthly installments and are to begin the month following retirement. 
In the event of their death, any unpaid benefits are paid to the officer's      
beneficiary.                                                                    

     Under the agreement, payments are allocated between retirement benefits and
consulting services. Charges to expense under the retirement portion of the     
agreements were recorded during the period of active employment and were        
calculated to result in an accrued amount at the officers' retirement date equal
to the then present value of one-half of the estimated payments. Future         
obligations under the retirement portion of the agreement are as follows at     
October 31, 1996:                                                               

                                                                [Download Table]
                                                                       
1997........................................................   $ 66,492
1998........................................................     79,096
1999........................................................     69,198
2000........................................................     75,272
2001........................................................     81,880
Thereafter..................................................    164,132
                                                               --------
                                                               $536,070
                                                               ========

Under the agreements, the officers and their surviving spouses are    
obligated to render consulting and other services at the Company's request and, 
therefore, the remaining one-half of the payments are considered to be          
applicable to such services to be performed by the officer and his surviving    
spouse after retirement and will be charged to expense in the year of payment.  
If an officer and his surviving spouse die before all payments are received by  
them, the Company will accrue the amount equal to the then present value of the 
remaining payments to be made to such officer's designated beneficiary or       
estate. Compensation expense incurred relating to the consulting portion of the 
agreement was approximately $175,000 for the ten months ended October 31, 1996. 

6. EMPLOYEE STOCK PLANS                                                         

The Company has adopted a stock option plan under which certain key   
employees may be offered the opportunity to purchase varying amounts of the     
Company's capital stock. There were 150,000 shares reserved for grant under this
plan. All options granted under this plan have been granted at the fair market  
value of the Company's common stock at the date of grant. The Company had no    
shares of common stock available for future grant under the stock option plan   
during the ten month period ended October 31, 1996.                             

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BROMAR, INC. AND SUBSIDIARIES 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

7. COMMITMENTS AND CONTINGENCIES                                                

Leases                                                                      

  The Company occupies certain buildings and uses certain office equipment
under long-term operating lease agreements, which expire in various years       
through 2001. The annual future minimum lease payments for such leases (with    
initial or remaining terms in excess of one year) are as follows:               

                                                                [Download Table]
                                                                         
1997........................................................   $3,130,939
1998........................................................    1,689,546
1999........................................................    1,067,830
2000........................................................      297,308
                                                               ----------
                                                               $6,185,623
                                                               ==========

Rent expense was $2,475,019 for the ten months ended October 31, 1996.

Covenants Not to Compete                                                    

 The Company is contingently obligated to make payments under agreements
with various individuals for future consulting services when such services are  
performed and upon compliance with covenants not to compete. The costs          
associated with such agreements are recognized on the straight-line basis over  
the period in which the services are to be rendered, which typically ranges from
seven to ten years. The timing of payments due under these agreements are       
specifically defined in each agreement and as such, the payment stream does not 
necessarily correspond with the amortization period. Estimated future payments  
under these agreements and the estimated related cost to be charged to          
operations are as follows at October 31, 1996, actual payments and costs may    
differ based on future events:                                                  

                                                                [Download Table]

                                                              PAYMENTS DUE 
                                                              ON AGREEMENTS
                                                              -------------
                                                                           
1997........................................................   $1,017,933  
1998........................................................      819,386  
1999........................................................      801,948  
2000........................................................      771,689  
2001........................................................      628,698  
Thereafter..................................................    2,243,181  
                                                               ----------  
                                                               $6,282,835  
                                                               ==========  

Contingencies                                                               

  The Company is subject to certain claims arising in the normal course of
business. In management's opinion, any such contingencies would not materially  
affect the Company's consolidated financial position, consolidated operating    
results or cash flows.                                                          

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

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

UNTIL SEPTEMBER 18, 1999 (90 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL   
DEALERS THAT EFFECT TRANSACTIONS IN THESE SECURITIES, WHETHER OR NOT            
PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS
IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER A PROSPECTUS WHEN ACTING AS   
UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.      

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

$100,000,000

RICHMONT MARKETING
SPECIALISTS, INC. 

10 1/8% SERIES B SENIOR 
SUBORDINATED NOTES
DUE 2007

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

JUNE 18, 1999 

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

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