CFP Holdings Inc, et al. – ‘424B3’ on 7/7/97

As of:  Monday, 7/7/97   ·   Accession #:  912057-97-23531   ·   File #s:  333-23893, -01, -02, -03

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Prospectus   —   Rule 424(b)(3)
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Document/Exhibit                   Description                      Pages   Size 

 1: 424B3       Prospectus                                           139    729K 

Document Table of Contents

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PROSPECTUS                                                                      

                                             As Filed Pursuant to Rule 424(b)(3)
                                                      Registration No. 333-23893

CFP HOLDINGS, INC.

OFFER TO EXCHANGE UP TO $115,000,000 OF ITS 
11 5/8% SERIES B SENIOR GUARANTEED NOTES DUE 2004 
FOR ANY AND ALL OF ITS OUTSTANDING
11 5/8% SENIOR GUARANTEED NOTES DUE 2004
------------------
  THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON AUGUST
8, 1997, UNLESS EXTENDED.                                                       
------------------------

    CFP Holdings, Inc. (the "Company") hereby offers, upon the terms and subject
to the conditions set forth in this Prospectus and the accompanying Letter of   
Transmittal (which together constitute the "Exchange Offer"), to exchange $1,000
principal amount of 11 5/8% Series B Senior Guaranteed Notes due 2004 (the "New 
Notes") of the Company for each $1,000 principal amount of the issued and       
outstanding 11 5/8% Senior Guaranteed Notes due 2004 (the "Old Notes" and the   
Old Notes and the New Notes, collectively, the "Notes") of the Company from the 
Holders (as defined herein) thereof. As of the date of this Prospectus, there is
$115,000,000 aggregate principal amount of the Old Notes outstanding. The terms 
of the New Notes are identical in all material respects to the Old Notes, except
that the New Notes have been registered under the Securities Act of 1933, as    
amended (the "Securities Act"), and therefore will not bear legends restricting 
their transfer and will not contain certain provisions providing for an increase
in the interest rate on the Old Notes under certain circumstances relating to   
the Registration Rights Agreement (as defined herein), which provisions will    
terminate as to all of the Notes upon the consummation of the Exchange Offer.   

 Registered holders of Old Notes at the close of business on June 30, 1997
will be paid interest on the Old Notes on July 15, 1997 for the period from     
January 28, 1997, the date of the offering of the Old Notes, through July 14,   
1997. Interest on the New Notes will accrue from July 15, 1997 and will be      
payable semi-annually on January 15 and July 15 of each year, commencing January
15, 1998. Upon a Change of Control (as defined herein), each Holder will have   
the right to require the Company to purchase all or any part of such Holder's   
Notes at a purchase price equal to 101% of the principal amount of such Notes,  
plus accrued and unpaid interest, if any, to the date of purchase. There can be 
no assurance that the Company will be able to raise sufficient funds to meet    
this obligation should it arise. The Exchange Offer is not conditioned upon any 
minimum principal amount of Old Notes being tendered.                           

 The New Notes will be unconditionally guaranteed on a senior basis by the
Company's existing subsidiaries and each future subsidiary of the Company and   
will be similarly guaranteed by the Company's parent. The New Notes, the        
subsidiary guarantees and the parent guarantee will be senior unsecured         
obligations and will rank PARI PASSU in right of payment with all other existing
and future senior obligations of the Company, the subsidiary guarantors and the 
parent, respectively. Loans under the Company's Bank Credit Agreement (as       
defined herein) will be secured by substantially all of the Company's assets,   
will be guaranteed by the Company's subsidiaries, which guarantees will be      
secured by substantially all of the assets of the Company's subsidiaries, and   
will be guaranteed by the Company's parent, which guarantee is secured by a     
pledge of all of the stock of the Company. Accordingly, the Old Notes are, and  
the New Notes and the guarantees will be, effectively subordinated to the loans 
outstanding under the Bank Credit Agreement and the guarantees of such loans to 
the extent of the value of the assets securing such loans and guarantees. As of 
March 31, 1997 after giving effect to the acquisition of the business of Quality
Foods, L.P., the Offering (as defined herein) and the application of the net    
proceeds therefrom and the other transactions referred to herein, the Company   
had $24.9 million of indebtedness outstanding other than the Notes, all of which
was secured debt. The terms of the Indenture (as defined herein) will permit the
Company and its subsidiaries to incur additional indebtedness, subject to       
certain limitations. See "Description of Notes."                                

   The Old Notes were not registered under the Securities Act in reliance upon
an exemption from the registration requirements thereof. In general, the Old    
Notes may not be offered or sold unless registered under the Securities Act,    
except pursuant to an exemption from, or in a transaction not subject to, the   
Securities Act. The New Notes are being offered hereby in order to satisfy      
certain obligations of the Company contained in the Registration Rights         
Agreement. The Company has not requested, and does not intend to request, an    
interpretation by the staff of the Commission with respect to whether the New   
Notes issued pursuant to the Exchange Offer in exchange for the Old Notes may be
offered for sale, resold or otherwise transferred by any Holder without         
compliance with the registration and prospectus delivery requirements of the    
Securities Act. Based on interpretations by the staff of the Securities and     
Exchange Commission (the "Commission") set forth in no-action letters issued to 
third parties, the Company believes that the New Notes issued pursuant to the   
Exchange Offer in exchange for Old Notes may be offered for resale, resold or   
otherwise transferred by any holder thereof (other than any such holder that is 
an "affiliate" of the Company within the meaning of Rule 405 promulgated under  
the Securities Act) without compliance with the registration and prospectus     
delivery provisions of the Securities Act, provided that such New Notes are     
acquired in the ordinary course of such holder's business, such holder has no   
arrangement with any person to participate in the distribution of such New Notes
and neither such holder nor any such other person is engaging in or intends to  
engage in a distribution of such New Notes. Since the Commission has not        
considered the Exchange Offer in the context of a no-action letter, there can be
no assurance that the staff of the Commission would make a similar determination
with respect to the Exchange Offer. Any Holder who is an affiliate of the       
Company or who tenders in the Exchange Offer for the purpose of participating in
a distribution of the New Notes cannot rely on such interpretations by the staff
of the Commission and must comply with the registration and prospectus delivery 
requirements of the Securities Act in connection with a resale transaction.     
Notwithstanding the foregoing, each broker-dealer that receives New Notes for   
its own account pursuant to the Exchange Offer must acknowledge that it will    
deliver a prospectus in connection with any resale of such New Notes. The Letter
of Transmittal states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. This Prospectus, as it may be amended or         
supplemented from time to time, may be used by such broker-dealer in connection 
with any resale of New Notes received in exchange for such Old Notes where such 
Old Notes were acquired by such broker-dealer as a result of market-making      
activities or other trading activities (other than Old Notes acquired directly  
from the Company). The Company has agreed that, for a period of 120 days after  
the date of this Prospectus, it will make this Prospectus available to any      
broker-dealer for use in connection with any such resale.                       

  The Old Notes are designated for trading in the Private Offerings, Resales
and Trading through Automated Linkages ("PORTAL") market. There is no           
established trading market for the New Notes. The Company does not currently    
intend to list the New Notes on any securities exchange or to seek approval for 
quotation through any automated quotation system. Accordingly, there can be no  
assurance as to the development or liquidity of any market for the New Notes.   

The Company will not receive any proceeds from the Exchange Offer. The  
Company will pay all of the expenses incident to the Exchange Offer. Tenders of 
Old Notes pursuant to the Exchange Offer may be withdrawn as provided herein at 
any time prior to the Expiration Date (as defined herein). The Exchange Offer is
subject to certain customary conditions.                                        

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   SEE "RISK FACTORS" BEGINNING ON PAGE 19 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY HOLDERS PRIOR TO TENDERING OLD NOTES IN THE        
EXCHANGE OFFER.                                                                 
--------------------- 
THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE COMMISSION NOR HAS THE COMMISSION OR ANY       
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR       
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION       
TO THE CONTRARY IS A CRIMINAL       
OFFENSE.

The date of this Prospectus is July 7, 1997.

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AVAILABLE INFORMATION 

  The Company has filed with the Commission a Registration Statement on Form
S-4 (together with all amendments, exhibits, schedules and supplements thereto, 
the "Registration Statement") under the Securities Act with respect to the New  
Notes being offered hereby. This Prospectus does not contain all of the         
information set forth in the Registration Statement, certain portions of which  
have been omitted pursuant to the rules and regulations promulgated by the      
Commission. Statements made in this Prospectus as to the contents of any        
contract, agreement or other document are not necessarily complete. With respect
to each such contract, agreement or other document filed or incorporated by     
reference as an exhibit to the Registration Statement, reference is made to such
exhibit for a more complete description of the matter involved, and each such   
statement is qualified in its entirety by such reference.                       

   The Registration Statement may be inspected by anyone without charge at the
Public Reference Section of the Commission at Room 1024, Judiciary Plaza, 450   
Fifth Street, N.W., Washington D.C. 20549, and at the regional offices of the   
Commission located at Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661 and 7 World Trade Center, Suite 1300, New York,   
New York 10048. Copies of such material may also be obtained at the Public      
Reference Section of the Commission at Room 1024, Judiciary Plaza, 450 Fifth    
Street, N.W., Washington, D.C. 20549, upon payment of prescribed fees. Such     
materials can also be inspected on the Internet at http://www.sec.gov.          

 The Company is subject to the informational reporting requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in        
accordance therewith file reports and other information with the Commission.    
Such material filed by the Company with the Commission may be inspected, and    
copies thereof obtained, at the places, and in the manner, set forth above.     

In the event that the Company ceases to be subject to the informational 
reporting requirements of the Exchange Act, the Company has agreed that, so long
as the Old Notes or the New Notes remain outstanding, it will file with the     
Commission and distribute to holders of the Old Notes or the New Notes, as      
applicable, copies of (i) 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 the Company were required to file such forms, including a           
"Management's Discussion and Analysis of Financial Condition and Results of     
Operations" and, with respect to annual information only, a report thereon by   
the Company's independent public accountants and (ii) all reports that would be 
required to be filed with the Commission on Form 8-K if the Company were        
required to file such reports. The Company will also make such reports available
to prospective purchasers of the Old Notes or the New Notes, as applicable,     
securities analysts and broker-dealers upon their request. In addition, the     
Company has agreed that for so long as any of the Old Notes remain outstanding  
it will make available to any prospective purchaser of the Old Notes or         
beneficial owner of the Old Notes in connection with any sale thereof the       
information required by Rule 144A(d)(4) under the Securities Act, until such    
time as the Issuer has either exchanged the Old Notes for securities identical  
in all material respects which have been registered under the Securities Act or 
until such time as the holders thereof have disposed of such Old Notes pursuant 
to an effective registration statement filed by the Company.                    

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PROSPECTUS SUMMARY

    THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY, AND SHOULD BE READ IN
CONJUNCTION WITH, THE MORE DETAILED INFORMATION AND FINANCIAL DATA, INCLUDING   
THE FINANCIAL STATEMENTS AND NOTES THERETO, APPEARING ELSEWHERE IN THIS         
PROSPECTUS. UNLESS THE CONTEXT OTHERWISE REQUIRES, REFERENCES HEREIN TO (I) "CFP
GROUP" ARE TO CFP GROUP, INC., A DELAWARE CORPORATION, (II) "CFP HOLDINGS" ARE  
TO CFP HOLDINGS, INC., A DELAWARE CORPORATION AND A WHOLLY-OWNED SUBSIDIARY OF  
CFP GROUP, (III) "CUSTOM FOODS" ARE TO CUSTOM FOOD PRODUCTS, INC., A CALIFORNIA 
CORPORATION AND A WHOLLY-OWNED SUBSIDIARY OF CFP HOLDINGS, (IV) "QUALITY FOODS,"
PRIOR TO THE ACQUISITION (AS DEFINED), INCLUDES BOTH QUALITY FOODS, L.P., A     
DELAWARE LIMITED PARTNERSHIP, THE BUSINESS OF WHICH WAS ACQUIRED BY CFP         
HOLDINGS, AND QF ACQUISITION CORP., WHICH WAS ONE OF THE GENERAL PARTNERS OF    
QUALITY FOODS, L.P. AND, FOLLOWING THE ACQUISITION, MEANS ONLY QF ACQUISITION   
CORP. WHICH SUCCEEDED TO THE BUSINESS OF QUALITY FOODS, L.P. AND BECAME A       
WHOLLY-OWNED SUBSIDIARY OF CFP HOLDINGS, (V) THE "COMPANY" ARE, PRIOR TO THE    
ACQUISITION, TO CFP HOLDINGS AND ITS SUBSIDIARY CUSTOM FOODS, AND FOLLOWING THE 
ACQUISITION AND THE RECAPITALIZATION (AS DEFINED) ARE TO CFP GROUP AND ITS      
SUBSIDIARY, CFP HOLDINGS AND ITS SUBSIDIARIES, QUALITY FOODS AND CUSTOM FOODS   
AND (VI) THE "ACQUISITION" ARE TO THE ACQUISITION BY CFP HOLDINGS OF THE        
BUSINESS OF QUALITY FOODS, L.P. COMPLETED ON DECEMBER 31, 1996. PRO FORMA       
INFORMATION GIVES EFFECT TO THE ACQUISITION, THE OFFERING AND THE APPLICATION OF
THE ESTIMATED NET PROCEEDS THEREFROM, AND THE OTHER TRANSACTIONS REFERRED TO    
HEREIN, AS IF EACH OF THE FOREGOING TRANSACTIONS HAD OCCURRED ON OCTOBER 1,     
1995. ALL REFERENCES TO PRO FORMA INFORMATION REFER TO THE FISCAL YEAR ENDING   
SEPTEMBER 30 OR THE FISCAL YEAR ENDED MARCH 31 OF EACH YEAR, AS APPLICABLE. ALL 
REFERENCES TO THE COMPANY'S AND CUSTOM FOODS' FISCAL YEAR REFER (I) FOR ALL     
PERIODS ENDING ON OR PRIOR TO SEPTEMBER 30, 1996, TO THE FISCAL YEAR ENDING ON  
SEPTEMBER 30 OF EACH YEAR AND (II) FOR ALL PERIODS ENDING ON OR AFTER OCTOBER 1,
1996, TO THE FISCAL YEAR ENDED MARCH 31, 1997, AND ALL REFERENCES TO QUALITY    
FOODS' FISCAL YEAR REFER TO THE FISCAL YEAR ENDING ON DECEMBER 31 OF EACH YEAR. 

   THIS PROSPECTUS INCLUDES "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF
SECTION 27A OF THE SECURITIES ACT AND SECTION 21E OF THE EXCHANGE ACT. ALL      
STATEMENTS OTHER THAN STATEMENTS OF HISTORICAL FACTS INCLUDED IN THIS           
PROSPECTUS, INCLUDING, WITHOUT LIMITATION, THE STATEMENTS UNDER "PROSPECTUS     
SUMMARY," "RISK FACTORS," "SUMMARY UNAUDITED PRO FORMA CONDENSED FINANCIAL      
DATA," "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS 
OF OPERATIONS" AND "BUSINESS" AND LOCATED ELSEWHERE HEREIN CONTAIN CERTAIN      
FORWARD-LOOKING STATEMENTS CONCERNING THE COMPANY'S OPERATIONS, ECONOMIC        
PERFORMANCE AND FINANCIAL CONDITION, INCLUDING, AMONG OTHER THINGS, THE         
COMPANY'S BUSINESS STRATEGY. ALTHOUGH THE COMPANY BELIEVES THAT THE EXPECTATIONS
REFLECTED IN SUCH FORWARD-LOOKING STATEMENTS ARE REASONABLE, IT CAN GIVE NO     
ASSURANCE THAT SUCH EXPECTATIONS WILL PROVE TO HAVE BEEN CORRECT. IMPORTANT     
FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE COMPANY'S 
EXPECTATIONS ("CAUTIONARY STATEMENTS") ARE DISCLOSED IN THIS PROSPECTUS         
INCLUDING, WITHOUT LIMITATION, IN CONJUNCTION WITH THE FORWARD-LOOKING          
STATEMENTS INCLUDED IN THIS PROSPECTUS, AND UNDER "RISK FACTORS." ALL SUBSEQUENT
WRITTEN AND ORAL FORWARD-LOOKING STATEMENTS ATTRIBUTABLE TO THE COMPANY OR      
PERSONS ACTING ON ITS BEHALF ARE EXPRESSLY QUALIFIED IN THEIR ENTIRETY BY THE   
CAUTIONARY STATEMENTS.                                                          

PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE SPECIFIC FACTORS SET
FORTH UNDER "RISK FACTORS" PRIOR TO MAKING A DECISION TO TENDER THEIR OLD NOTES 
IN THE EXCHANGE OFFER.                                                          

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THE COMPANY 

    The Company is a leading developer, manufacturer and marketer of value-added
meat and poultry products sold to the foodservice industry and manufacturers of 
packaged foods. The Company provides a wide range of pre-cooked and uncooked    
products, including beef and chicken sandwich steaks; beef, pork and poultry    
meat rolls used in further processing; charbroiled products and crumble         
toppings; barbecue-flavored meats; and meatballs. The Company principally       
manufactures higher margin specialty products that provide superior quality and 
performance for the end-user and that are typically custom-formulated to meet   
specific customer requirements. In the foodservice industry, the Company        
supplies some of the country's leading restaurant chains and outlets, including 
Subway ("Subway"), Great Steak & Potato Co., International House of Pancakes,   
Inc., Domino's Pizza, Inc., Wal-Mart Stores, Inc., Nathan's Famous Inc., Blimpie
International, Inc. and Arby's ("Arby's"). The Company also serves many of the  
country's leading packaged foods manufacturers, including Chef America, Inc.    
("Chef America"), H. J. Heinz Co., Inc., Foodbrands America, Inc., Schwan's     
Sales Enterprises Inc., Kraft Foods Inc. and McLane Company, Inc. The Company   
believes that its proprietary recipes and manufacturing processes, national     
presence and long-standing customer relationships pose barriers to entry for    
other manufacturers seeking to provide competitive products. The Company is     
comprised of two operating subsidiaries, Quality Foods, which was acquired on   
December 31, 1996, and Custom Foods. For the 12-month period ended September 30,
1996, after giving effect to the Acquisition, the Offering and the application  
of the net proceeds therefrom and the other transactions referred to herein, the
Company would have had pro forma net sales of $156.6 million, and for the six   
month fiscal year ended March 31, 1997, after giving effect to the Acquisition, 
the Offering and the application of the net proceeds therefrom and the other    
transactions referred to herein, the Company would have had pro forma net sales 
of $81.6 million.                                                               

 Quality Foods is one of the country's leading manufacturers of pre-cooked
and uncooked, thinly-sliced beef used primarily in "Philadelphia-style" steak   
sandwiches. It also supplies sliced chicken products and pre-cooked and uncooked
meatballs and hamburger patties. Quality Foods serves the foodservice industry, 
with particular emphasis on quick service restaurants ("QSRs"), sandwich chains 
and family dining establishments. For over ten years, Quality Foods has been the
primary supplier of pre-cooked beef to the Subway restaurant chain for its      
popular steak and cheese sandwich. Quality Foods employs a proprietary forming  
and freezing process that, the Company believes, produces a product with        
excellent flavor and visual appearance, as well as superior yield when cooked.  
Because of its product quality and performance, Quality Foods has historically  
been able to charge a premium price for its uncooked sandwich steak products.   

  From fiscal 1991 to fiscal 1995, Quality Foods experienced compound annual
growth in net sales and operating profit of 14.5% and 26.1%, respectively, and  
for the nine months ended September 30, 1996 net sales and operating profit     
increased 9.4% and 39.2%, respectively, compared to the same period in 1995. The
Company believes this growth has been due to Quality Foods' superior product    
quality, the expanding national presence of the Philadelphia-style steak        
sandwich on restaurant menus, increased demand by its customers for high        
value-added products and a continued focus on improving its proprietary low-cost
manufacturing processes. Quality Foods sells its products through an established
network of independent foodservice brokers and its direct sales force to over   
400 foodservice distributors located in 42 states and six Canadian provinces.   
Quality Foods has recently developed and introduced several complementary beef  
and chicken products which, the Company believes, can be successfully marketed  
through these established distribution channels.                                

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In November 1996, Quality Foods completed an $11.0 million purchase,    
renovation and retrofit of a 150,000 square foot production facility in         
Philadelphia, and the substantial consolidation of three manufacturing and      
administrative facilities into this location (collectively, the "Philadelphia   
Consolidation"). The Philadelphia Consolidation has more than doubled Quality   
Foods' production capacity and will enable it to meet its anticipated           
manufacturing needs for at least the next five years. The Company believes that 
the Philadelphia Consolidation will result in annual cost savings of            
approximately $4.5 million as a result of the improvements in Quality Foods'    
production processes through the use of new cooking equipment, the elimination  
of its historic dependence on outside co-packing arrangements, the reduction in 
overtime through productivity improvements and the elimination of redundant     
facility costs.                                                                 

   Custom Foods develops, manufactures and markets pre-cooked meat and poultry
products sold primarily to manufacturers of branded and private label packaged  
foods, also referred to as "industrial" users. Custom Foods' pre-cooked products
include a variety of pork, beef, chicken and turkey items, such as meat rolls   
used in further processing; barbecue products; Mexican specialties; charbroiled 
patties and crumble toppings. Custom Foods focuses on sales to manufacturers of 
frozen and refrigerated convenience foods, including items in the fast-growing  
hand-held foods segment. In its pre-cooked operations, Custom Foods is the      
largest supplier of custom-formulated meat and poultry fillings to Chef America 
for use in substantially all of its microwaveable sandwich product lines. Chef  
America has accounted for a majority of Custom Foods' sales of pre-cooked       
products for each of the past three years and, according to Packaged Facts, a   
consumer products research publication, Chef America is the country's leading   
manufacturer of frozen hand-held entrees. From fiscal 1992 to fiscal 1996,      
Custom Foods experienced compound annual growth in net sales and gross profit of
29.7% and 40.2%, respectively, in its pre-cooked operations, due to strong      
growth in Chef America's business and growth in demand from other industrial    
users for pre-cooked, cost-effective meat and poultry products. Due to capacity 
constraints and the growing needs of its customers, Custom Foods has, over the  
past two years, significantly broadened its operations with the opening and     
subsequent expansion of a new facility in Kentucky. With capacity expansions    
completed, Custom Foods recently created a direct sales and marketing           
department. Custom Foods has developed over 400 proprietary product             
formulations, many of which, the Company believes, can now be successfully      
marketed through this sales group.                                              

Custom Foods, through its Best Western division, supplies uncooked beef 
products to Arby's. Prior to fiscal 1995, Custom Foods supplied Arby's on a     
national basis. However, in the first quarter of fiscal 1995, Custom Foods      
entered into an 18-month contract to supply Arby's on a regional basis only.    
Under this contract, sales to Arby's declined from $61.0 million in fiscal 1994 
to $26.2 million in fiscal 1995, resulting in an overall 28.9% decrease in      
Custom Foods' net sales. Nevertheless, Custom Foods' income from operations     
during this period increased 19.7%, reflecting significant growth in its more   
profitable pre-cooked operations. In June 1996, following completion of the     
expansion of its Kentucky facility, Custom Foods entered into a new three-year  
contract to once again supply Arby's on a national basis. Despite the increased 
sales and profitability associated with the new Arby's contract, Custom Foods   
plans to continue to focus on its faster growing, higher margin pre-cooked      
product operations.                                                             

INDUSTRY                                                                        

The Company is considered a value-added processor within the meat and   
poultry industry and is focused on serving the foodservice and industrial       
markets. The foodservice industry is composed of establishments that serve food 
away from the home and includes restaurants; the food operations of             

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healthcare providers, schools and other institutions, hotels, resorts and       
corporations; and other non-traditional foodservice outlets. The foodservice    
industry generated $300 billion in revenues in 1995 and experienced compound    
annual growth of 4.7% from 1990 to 1995, according to Restaurants and           
Institutions, an industry publication. This growth has been driven by the       
increase in away-from-home meal preparation, which has accompanied the expanding
number of both dual income and single-parent households. According to Technomic,
Inc., the foodservice industry in the United States captured 51% of all consumer
food expenditures in 1995, surpassing traditional retail supermarkets and       
outlets. Another trend within the foodservice industry is the growth in the     
number of non-traditional foodservice outlets such as, convenience stores,      
retail stores, supermarkets and food kiosks. These non-traditional locations    
often lack extensive cooking, storage or preparation facilities, resulting in a 
need for pre-cooked and prepared foods similar to those provided by the Company.
The expansion in the foodservice industry has also been accompanied by the      
continued consolidation and growth of broadline and specialty foodservice       
distributors, many of which are long-standing customers of the Company.         

    The same demographic and lifestyle trends which contributed to the growth in
the foodservice industry have led to a growing demand for branded and private   
label packaged foods, particularly for easy-to-prepare, microwaveable           
convenience foods. Among the fastest growing segments is the approximately $1.2 
billion refrigerated and frozen hand-held foods segment, which includes burritos
and other wrap sandwiches, pocket-style sandwiches, hand-held appetizers and    
other similar products. This segment grew at a compound annual rate of 9.1% from
1993 to 1995, and is expected to grow at a compound annual rate of 8.0% from    
1995 to 2000, according to Packaged Facts. As these markets have expanded,      
manufacturers have sought to reduce their all-in costs while improving product  
variety, safety and consistency. The Company believes that its value-added      
products, which are typically manufactured to the specific requirements of its  
customers, position it well to take advantage of these trends.                  

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THE QUALITY FOODS ACQUISITION 

On December 31, 1996, pursuant to a securities purchase agreement (the  
"Acquisition Agreement"), CFP Holdings, a company controlled by an affiliate of 
First Atlantic Capital, Ltd. ("First Atlantic"), acquired all of the capital    
stock of the general partners of, and substantially all of the partnership      
interests in, Quality Foods (the "Acquisition") for a cash purchase price of    
$63.7 million and refinanced and assumed $23.2 million of Quality Foods'        
indebtedness. In addition, the remaining partnership interests in Quality Foods 
(the "Rollover Interests"), with a value of $1.5 million, were exchanged for    
approximately 7.4% of the fully-diluted common stock of CFP Group. Funds used   
for the Acquisition and for working capital were provided by: (i) a new bank    
credit agreement (the "Bank Credit Agreement") providing for $76.0 million of   
7-year secured term loans (the "Term Loans") and a $20.0 million 5 1/2-year     
revolving credit facility (the "Revolving Credit Facility"), under which $3.7   
million was borrowed at the time of the closing, (ii) $25.0 million of          
subordinated bridge notes (the "Bridge Notes") and (iii) a $2.0 million equity  
investment (including the Rollover Interests) from certain members of Quality   
Foods' management. See "The Quality Foods Acquisition -- Financing of the       
Acquisition."                                                                   

   The Company expects the Acquisition to enhance its overall growth prospects
and strengthen its position in its target markets. The Company believes that the
Acquisition will: (i) create cross-marketing opportunities, (ii) expand         
manufacturing, distribution and product development capabilities, (iii)         
establish critical scale with vendors and major customers and (iv) broaden      
management resources. The Company also believes that the Acquisition will allow 
it to better serve the growing needs of its customer base and take advantage of 
the growth trends in the foodservice and industrial markets. Specifically, the  
Company believes the Acquisition will result in the following:                  

- EXPANDED SALES GROWTH OPPORTUNITIES. The Company intends to pursue new
 sales opportunities created by the combination of Custom Foods' broad
     product line and Quality Foods' established foodservice presence. Quality
Foods has a strong national foodservice broker network and extensive
 distribution relationships. Custom Foods manufactures a broad line of
pre-cooked meat and poultry products that to date have been marketed
principally to packaged foods manufacturers but which, the Company  
believes, can be marketed effectively to foodservice customers. The 
Company believes that opportunities exist to cross-market its now   
 broadened product lines, as well as continue to increase sales in the
foodservice industry and to industrial accounts.                    

- EXPANDED MANUFACTURING AND PRODUCT DEVELOPMENT CAPABILITIES. The      
Acquisition combines complementary manufacturing and distribution   
 capabilities, affording the Company the opportunity to further reduce
   operating costs and provide greater economies of scale through improved
   facility utilization and logistics. Specifically, Custom Foods operates
two plants in California with capacity sufficient to manufacture and
     warehouse certain of Quality Foods' products for West Coast distribution.
    This capability could potentially reduce cross-country freight costs and
enhance Quality Foods' national customer service capabilities. In   
addition, the Company believes that Quality Foods' and Custom Foods'
     combined manufacturing expertise in pre-cooked and uncooked products will
strengthen its overall product development efforts.                 

- DIVERSIFIED OPERATIONS. The Acquisition positions the Company as a    
   sizeable and diversified competitor in the value-added meat and poultry
      industry, with national distribution and multiple manufacturing locations.
    The Company believes that the combination of Custom Foods' broad product
  line and Quality Foods' distribution capabilities provides an enhanced
ability to efficiently service a                                    

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geographically diverse customer base. The Company believes that this
increased scale provides it with a competitive advantage over many  
     regional and local manufacturers with which it competes. Furthermore, the
 Company believes the Acquisition positions it to continue to grow its
    business through internal expansion and selected strategic acquisitions.

- BROADENED MANAGEMENT CAPABILITIES. The Acquisition combines two strong
     management teams with diverse experience in the meat processing industry.
    The Company's management team has complementary skills in manufacturing,
  product development, marketing and sales. In particular, Custom Foods'
     manufacturing experience, when combined with Quality Foods' marketing and
distribution expertise, should benefit the Company as it pursues its
growth strategy.                                                    

BUSINESS STRATEGY 

    The Company's objective is to be one of the premier multi-niche suppliers of
value-added meat and poultry products for the foodservice and industrial        
markets. The Company intends to achieve this objective by continuing to         
introduce new value-added products, further expanding its sales and marketing   
capabilities and maintaining excellent customer service. The key components of  
the Company's business strategy are to (i) maximize the benefits of the         
Acquisition, (ii) expand product lines and sales in the foodservice industry,   
(iii) increase sales penetration of pre-cooked products among packaged foods    
manufacturers, (iv) increase productivity by maximizing the utilization of      
existing facilities and (v) pursue strategic acquisitions that complement its   
existing product offerings.                                                     

The Company is located at 1117 West Olympic Boulevard, P.O. Box 1027,   
Montebello, California 90640. The Company's telephone number is (213) 727-0900. 

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THE EXCHANGE OFFER

                                                        [Enlarge/Download Table]
                                                                                           
Registration Rights Agreement.......... The Old Notes were sold by the Company on January  
                                        28, 1997 (the "Offering") to NationsBanc Capital   
                                        Markets, Inc. and Donaldson, Lufkin & Jenrette     
                                        Securities Corporation (the "Initial Purchasers"), 
                                        who placed the Old Notes with institutional        
                                        investors. In connection therewith, the Company and
                                        the Initial Purchasers executed and delivered for  
                                        the benefit of the holders of the Old Notes a      
                                        registration rights agreement (the "Registration   
                                        Rights Agreement") providing, among other things,  
                                        for the Exchange Offer.                            

The Exchange Offer..................... New Notes are being offered in exchange for a like 
                                        principal amount of Old Notes. As of the date      
                                        hereof, $115,000,000 aggregate principal amount of 
                                        Old Notes are outstanding. The Exchange Offer is   
                                        not conditioned upon any minimum principal amount  
                                        of Old Notes being tendered. The Company will issue
                                        the New Notes to Holders promptly following the    
                                        Expiration Date. See "Risk Factors--Consequences of
                                        Failure to Exchange."                              

                                        The Company has not requested, and does not intend 
                                        to request, an interpretation by the staff of the  
                                        Commission with respect to whether the New Notes   
                                        issued pursuant to the Exchange Offer in exchange  
                                        for the Old Notes may be offered for sale, resold  
                                        or otherwise transferred by any Holder without     
                                        compliance with the registration and prospectus    
                                        delivery requirements of the Securities Act.       

                                        Based on interpretations by the staff of the       
                                        Commission set forth in no-action letters issued to
                                        third parties, the Company believes that the New   
                                        Notes issued pursuant to the Exchange Offer in     
                                        exchange for Old Notes may be offered for resale,  
                                        resold or otherwise transferred by any holder      
                                        thereof (other than any such Holder that is an     
                                        "affiliate" of the Company within the meaning of   
                                        Rule 405 promulgated under the Securities Act)     
                                        without compliance with the registration and       
                                        prospectus delivery provisions of the Securities   
                                        Act, provided that such New Notes are acquired in  
                                        the ordinary course of such Holder's business, such
                                        holder has no arrangement with any person to       
                                        participate in the distribution of such New Notes  
                                        and neither such Holder nor any such other person  
                                        is engaging in or intends to engage in a           
                                        distribution of such New Notes. Since the          
                                        Commission has not considered the Exchange Offer in
                                        the context of a no-action letter, there can be no 
                                        assurance that the staff of the Commission would   
                                        make a similar determination with respect to the   
                                        Exchange Offer. Any Holder who is an affiliate of  
                                        the Company or who tenders in the Exchange Offer   
                                        for the                                            

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                                                        [Enlarge/Download Table]
                                                                                           
                                        purpose of participating in a distribution of the  
                                        New Notes cannot rely on such interpretations by   
                                        the staff of the Commission and must comply with   
                                        the registration and prospectus delivery           
                                        requirements of the Securities Act in connection   
                                        with a resale transaction. Notwithstanding the     
                                        foregoing, each broker-dealer that receives New    
                                        Notes for its own account pursuant to the Exchange 
                                        Offer must acknowledge that it will deliver a      
                                        prospectus in connection with any resale of such   
                                        New Notes. The Letter of Transmittal states that by
                                        so acknowledging and by delivering a prospectus, a 
                                        broker-dealer will not be deemed to admit that it  
                                        is an "underwriter" within the meaning of the      
                                        Securities Act. This Prospectus, as it may be      
                                        amended or supplemented from time to time, may be  
                                        used by a broker-dealer in connection with any     
                                        resale of New Notes received in exchange for Old   
                                        Notes where such Old Notes were acquired by such   
                                        broker-dealer as a result of market-making         
                                        activities or other trading activities (other than 
                                        Old Notes acquired directly from the Company). The 
                                        Company has agreed that, for a period of 120 days  
                                        from the date of this Prospectus, it will make this
                                        Prospectus available to any broker-dealer for use  
                                        in connection with any such resale. See "Plan of   
                                        Distribution."                                     

Expiration Date........................ 5:00 p.m., New York City time, on August 8, 1997,  
                                        unless the Exchange Offer is extended as provided  
                                        herein, in which case the term "Expiration Date"   
                                        means the latest date and time to which the        
                                        Exchange Offer is extended.                        

Interest............................... Registered holders of Old Notes at the close of    
                                        business on June 30, 1997 will be paid interest on 
                                        the Old Notes on July 15, 1997 for the period from 
                                        January 28, 1997, the date of the offering of the  
                                        Old Notes, through July 14, 1997. Interest on the  
                                        New Notes will accrue from July 15, 1997 and will  
                                        be payable semi-annually on January 15 and July 15 
                                        of each year, commencing January 15, 1998.         

Conditions to the Exchange Offer....... The Exchange Offer is subject to certain customary 
                                        conditions, which may be waived by the Company. The
                                        Company reserves the right to amend, terminate or  
                                        extend the Exchange Offer at any time prior to the 
                                        Expiration Date upon the occurrence of any such    
                                        condition. See "The Exchange Offer--Conditions."   

Procedures for Tendering Old Notes..... Each Holder of Old Notes wishing to accept the     
                                        Exchange Offer must complete, sign and date the    
                                        Letter of Transmittal, or a facsimile thereof, in  
                                        accordance with the instructions contained herein  
                                        and therein, and mail or otherwise deliver such    
                                        Letter of Transmittal, or such facsimile, or an    
                                        Agent's Message (as defined herein) together with  
                                        the Old Notes and any other required documentation 
                                        to the exchange agent (the "Exchange               

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                                                        [Enlarge/Download Table]
                                                                                           
                                        Agent") at the address set forth herein. By        
                                        executing the Letter of Transmittal or delivering  
                                        an Agent's Message, each Holder will represent to  
                                        the Company, among other things, that (i) the New  
                                        Notes acquired pursuant to the Exchange Offer by   
                                        the Holder and any beneficial owners of Old Notes  
                                        are being obtained in the ordinary course of       
                                        business of the person receiving such New Notes,   
                                        (ii) neither the Holder nor such beneficial owner  
                                        has an arrangement with any person to participate  
                                        in the distribution of such New Notes, (iii)       
                                        neither the Holder nor such beneficial owner nor   
                                        any such other person is engaging in or intends to 
                                        engage in a distribution of such New Notes and (iv)
                                        neither the Holder nor such beneficial owner is an 
                                        "affiliate," as defined under Rule 405 promulgated 
                                        under the Securities Act, of the Company. Each     
                                        broker-dealer that receives New Notes for its own  
                                        account in exchange for Old Notes, where such Old  
                                        Notes were acquired by such broker-dealer as a     
                                        result of market-making activities or other trading
                                        activities (other than Old Notes acquired directly 
                                        from the Company), may participate in the Exchange 
                                        Offer but may be deemed an "underwriter" under the 
                                        Securities Act and, therefore, must acknowledge in 
                                        the Letter of Transmittal that it will deliver a   
                                        prospectus in connection with any resale of such   
                                        New Notes. The Letter of Transmittal states that by
                                        so acknowledging and by delivering a prospectus, a 
                                        broker-dealer will not be deemed to admit that it  
                                        is an "underwriter" within the meaning of the      
                                        Securities Act. See "The Exchange Offer--Procedures
                                        for Tendering" and "Plan of Distribution."         

Special Procedures for Beneficial                                                          
  Owners............................... Any beneficial owner whose Old Notes are registered
                                        in the name of a broker, dealer, commercial bank,  
                                        trust company or other nominee and who wishes to   
                                        tender should contact such registered Holder       
                                        promptly and instruct such registered Holder to    
                                        tender on such beneficial owner's behalf. If such  
                                        beneficial owner wishes to tender on such          
                                        beneficial owner's own behalf, such beneficial     
                                        owner must, prior to completing and executing the  
                                        Letter of Transmittal or delivering an Agent's     
                                        Message and delivering his Old Notes, either make  
                                        appropriate arrangements to register ownership of  
                                        the Old Notes in such beneficial owner's name or   
                                        obtain a properly completed bond power from the    
                                        registered Holder. The transfer of registered      
                                        ownership may take considerable time. See "The     
                                        Exchange Offer--Procedures for Tendering."         

Guaranteed Delivery Procedures......... Holders of Old Notes who wish to tender their Old  
                                        Notes and whose Old Notes are not immediately      
                                        available or who cannot deliver their Old Notes,   
                                        the Letter of Transmittal or an Agent's Message or 
                                        any other documents required by                    

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                                                        [Enlarge/Download Table]
                                                                                            
                                         the Letter of Transmittal to the Exchange Agent    
                                         prior to the Expiration Date must tender their Old 
                                         Notes according to the guaranteed delivery         
                                         procedures set forth in "The Exchange              
                                         Offer--Guaranteed Delivery Procedures."            

Withdrawal Rights......................  Tenders may be withdrawn as provided herein at any 
                                         time prior to 5:00 p.m., New York City time, on the
                                         Expiration Date. See "The Exchange                 
                                         Offer--Withdrawal of Tenders."                     

Acceptance of Old Notes and Delivery of                                                     
  New Notes............................  The Company will accept for exchange any and all   
                                         Old Notes which are properly tendered in the       
                                         Exchange Offer prior to 5:00 p.m., New York City   
                                         time, on the Expiration Date. The New Notes issued 
                                         pursuant to the Exchange Offer will be delivered   
                                         promptly following the Expiration Date. See "The   
                                         Exchange Offer--Terms of the Exchange Offer."      

Exchange Agent.........................  United States Trust Company of New York is serving 
                                         as Exchange Agent in connection with the Exchange  
                                         Offer. See "The Exchange Offer --Exchange Agent."  

Use of Proceeds........................  There will be no cash proceeds to the Company from 
                                         the exchange pursuant to the Exchange Offer.       

Federal Income Tax Consequences........  The exchange of Old Notes for New Notes will not be
                                         a taxable exchange for Federal income tax purposes.
                                         See "Certain Federal Income Tax Considerations."   

Consequences of Failure to Exchange....  Holders of Old Notes who do not exchange their Old 
                                         Notes for New Notes pursuant to the Exchange Offer 
                                         will continue to be subject to the restrictions on 
                                         transfer of such Old Notes as set forth in the     
                                         legend thereon as a consequence of the issuance of 
                                         the Old Notes pursuant to exemptions from, or in   
                                         transactions not subject to, the registration      
                                         requirements of the Securities Act and applicable  
                                         state securities laws. In general, Old Notes may   
                                         not be offered or sold unless registered under the 
                                         Securities Act, except pursuant to an exemption    
                                         from, or in a transaction not subject to, the      
                                         Securities Act and applicable state securities     
                                         laws.                                              

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SUMMARY DESCRIPTION OF THE NEW NOTES

    The Exchange Offer applies to $115,000,000 aggregate principal amount of Old
Notes. The terms of the New Notes are identical in all material respects to the 
Old Notes, except that the New Notes have been registered under the Securities  
Act and, therefore, will not bear legends restricting their transfer and will   
not contain certain provisions providing for an increase in the interest rate on
the Old Notes under certain circumstances relating to the Registration Rights   
Agreement, which provisions will terminate as to all of the Notes upon the      
consummation of the Exchange Offer. The New Notes will evidence the same debt as
the Old Notes and, except as set forth in the immediately preceding sentence,   
will be entitled to the benefits of the Indenture, under which both the Old     
Notes were, and the New Notes will be, issued. See "Description of Notes."      

                                                        [Enlarge/Download Table]
                                                                                          
The New Notes................ $115.0 million aggregate principal amount of 11 5/8% Series 
                              B Senior Guaranteed Notes Due 2004.                         

Maturity Date................ January 15, 2004.                                           

Interest Rate and Payment                                                                 
  Dates...................... The New Notes will bear interest at a rate of 11 5/8% per   
                              annum. Interest will be payable semi-annually on January 15 
                              and July 15, commencing January 15, 1988.                   

Guarantees................... The New Notes will be unconditionally guaranteed (the       
                              "Subsidiary Guarantees") on a senior basis by Quality Foods 
                              and Custom Foods and each of the future subsidiaries of the 
                              Company (the "Subsidiary Guarantors") and will be similarly 
                              guaranteed by CFP Group (the "Parent Guarantee" and,        
                              together with the Subsidiary Guarantees, the "Guarantees"). 
                              Each of the Guarantees will be a guarantee of payment and   
                              not of collection. See "Description of Notes."              

Ranking...................... The New Notes, the Subsidiary Guarantees and the Parent     
                              Guarantee will be senior unsecured obligations and will rank
                              PARI PASSU in right of payment with all other existing and  
                              future senior obligations of the Company, the Subsidiary    
                              Guarantors and CFP Group, respectively. Loans under the Bank
                              Credit Agreement will be secured by substantially all of the
                              Company's assets, including a pledge of all the stock of    
                              Quality Foods and Custom Foods, will be guaranteed by the   
                              Company's subsidiaries, which guarantees will be secured by 
                              substantially all of the assets of the Company's            
                              subsidiaries, and will be guaranteed by CFP Group, which    
                              guarantee will be secured by a pledge of all of the stock of
                              the Company. Accordingly, the New Notes and the Guarantees  
                              will be effectively subordinated to the loans outstanding   
                              under the Bank Credit Agreement and the guarantees by the   
                              subsidiaries and CFP Group of such loans, to the extent of  
                              the value of the assets securing such loans and guarantees. 
                              As of March 31, 1997, after giving effect to the            
                              Acquisition, the Offering and the application of the net    
                              proceeds therefrom and the other transactions referred to   
                              herein, the Company had $24.9 million of                    

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                                                        [Enlarge/Download Table]
                                                                                          
                              indebtedness outstanding other than the Notes, all of which 
                              was secured debt. Subject to certain limitations, the       
                              Company and its subsidiaries may incur additional           
                              indebtedness in the future.                                 

Optional Redemption.......... The New Notes will be redeemable at the Company's option, in
                              whole or in part, at any time on or after January 15, 2001  
                              at the redemption prices set forth herein, plus accrued and 
                              unpaid interest, if any, to the date of redemption. See     
                              "Description of Notes -- Redemption -- Optional Redemption."
                              In addition, at any time prior to January 15, 2000, the     
                              Company may redeem up to $40.0 million aggregate principal  
                              amount of the Notes with the net proceeds of one or more    
                              equity offerings of CFP Group's common stock, at a          
                              redemption price equal to 110% of the principal amount      
                              thereof, plus accrued and unpaid interest, if any, to the   
                              date of redemption; provided that at least $75.0 million    
                              aggregate principal amount of the Notes remains outstanding 
                              after each such redemption.                                 

Mandatory Redemption......... None, except at maturity on January 15, 2004.               

Change of Control............ Upon a Change of Control (as defined), the Company will be  
                              required to make an offer to repurchase all outstanding     
                              Notes at 101% of the principal amount thereof plus accrued  
                              and unpaid interest thereon to the date of repurchase. See  
                              "Description of Notes -- Purchase of Notes upon a Change of 
                              Control."                                                   

Covenants.................... The Indenture will restrict, among other things, the        
                              Company's ability to incur additional indebtedness, pay     
                              dividends or make certain other restricted payments, apply  
                              net proceeds from certain asset sales, enter into certain   
                              transactions with affiliates, agree to certain payment      
                              restrictions applicable to Restricted Subsidiaries, sell    
                              stock of Restricted Subsidiaries, designate subsidiaries as 
                              Restricted or Unrestricted Subsidiaries, incur liens or     
                              enter into consolidations or mergers. See "Description of   
                              Notes -- Certain Covenants."                                

RISK FACTORS

For a discussion of certain matters that should be considered by Holders
prior to tendering Old Notes in the Exchange Offer, see "Risk Factors."         

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SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA 

The following table sets forth the Summary Unaudited Pro Forma Condensed
Combined Financial Data for the fiscal year ended September 30, 1996 and the six
months ended March 31, 1997, after giving effect to the Acquisition, the        
Offering and the application of the net proceeds therefrom and the other        
transactions referred to herein, as if each of the foregoing transactions had   
occurred on October 1, 1995 with respect to the statement of operations data.   
The pro forma data should be read in conjunction with the "Unaudited Pro Forma  
Condensed Combined Financial Data," "Management's Discussion and Analysis of    
Financial Condition and Results of Operations" and the historical financial     
statements of CFP Group, Inc. and Quality Foods and related notes thereto,      
included elsewhere in this Prospectus. The data set forth below is not          
necessarily indicative of the results that actually would have been achieved had
such transactions been consummated as of the dates indicated or that may be     
achieved in future periods.                                                     

                                                        [Enlarge/Download Table]

                                                                                                 PRO FORMA   
                                                                                  PRO FORMA      SIX MONTHS  
                                                                                 YEAR ENDED        ENDED     
                                                                                SEPTEMBER 30,    MARCH 31,   
                                                                                    1996            1997     
                                                                                -------------  --------------
                                                                                                             
                                                                                 (IN THOUSANDS EXCEPT RATIOS 
                                                                                     AND PER POUND DATA)     
PRO FORMA STATEMENT OF OPERATIONS DATA:                                                                      
  Net sales....................................................................  $   156,645     $   81,578  
  Cost of sales................................................................      123,079         70,429  
                                                                                -------------  --------------
  Gross profit.................................................................       33,573         11,149  
  Operating expenses...........................................................       15,635          8,006  
  Other charges(1).............................................................        6,284            339  
                                                                                -------------  --------------
    Income from operations.....................................................       11,654          2,804  
  Interest expense.............................................................       16,790          8,212  
                                                                                -------------  --------------
    Loss before income taxes...................................................       (5,136)        (5,408) 
  (Benefit) for income taxes...................................................       (1,839)        (1,143) 
                                                                                -------------  --------------
    Net loss...................................................................  $    (3,297)    $   (4,265) 
                                                                                -------------  --------------
                                                                                -------------  --------------
OTHER PRO FORMA DATA:                                                                                        
  Pounds sold..................................................................       90,734         50,790  
  Average net sales price per pound............................................  $      1.73     $     1.61  
  Average gross profit per pound...............................................          .37            .22  
  Pro forma EBITDA(2)..........................................................       24,598          8,281  
  Depreciation and amortization................................................        5,862          3,566  
  Cash interest expense(3).....................................................       15,713          7,935  
  Expansion capital expenditures(4)............................................        9,067          1,383  
  Maintenance capital expenditures.............................................        2,002            291  
  Ratio of earnings to fixed charges(5)........................................      --              --      

                                                   (FOOTNOTES ON FOLLOWING PAGE)

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(1) At the time of the acquisition of Custom Foods by CFP Holdings in 1993,     
Custom Foods entered into an agreement (the "Sales Brokerage Agreement")
   with one of the sellers in that transaction, under which such seller agreed
  to provide certain sales and marketing support in exchange for commissions
    on most of the sales of pre-cooked products sold by Custom Foods. In January
1996, the parties agreed to terminate the Sales Brokerage Agreement in  
 exchange for a one-time $5.0 million cash payment by Custom Foods and the
execution of a one-year consulting agreement. Other charges also include
facility start-up and relocation costs of $1.3 million and $339,000     
   associated with the Philadelphia Consolidation for the year ended September
30, 1996 and the six months ended March 29, 1997, respectively.         

(2) For the year ended September 30, 1996, pro forma EBITDA consists of EBITDA, 
    adjusted to eliminate the following non-recurring charges: (i) costs of $5.7
   million associated with the termination of the Sales Brokerage Agreement by
Custom Foods consisting of (a) the $5.0 million cash payment, (b)       
commissions of $570,000 and other costs of $99,000 paid under the Sales 
    Brokerage Agreement during the fiscal year and prior to the termination, (c)
  $75,000 associated with the consulting agreement, less (d) the incremental
 costs associated with an additional in-house salesperson of $65,000, (ii)
the facility start-up and relocation costs related to the Philadelphia  
Consolidation of $1.3 million and (iii) the start-up costs for a new    
   production line located in Custom Foods' Kentucky facility of $119,000. For
 the six months ended March 31, 1997, pro forma EBITDA consists of EBITDA,
adjusted to eliminate the following non-recurring charges: (i) $65,000  
  associated with a consulting agreement entered into in connection with the
    termination of the Sales Brokerage Agreement, (ii) the facility start-up and
  relocation costs related to the Philadelphia Consolidation of $339,000 and
(iii) the elimination of the impact on cost of sales of the purchase    
 accounting write-up of Quality Foods inventory of $1.5 million. EBITDA is
the sum of income before income taxes and interest, depreciation and    
 amortization expense. EBITDA is presented because it is a widely accepted
    financial indicator of a company's ability to service indebtedness. However,
   EBITDA should not be considered as an alternative to income from operations
    or to cash flows from operating activities (as determined in accordance with
   generally accepted accounting principles) and should not be construed as an
indication of a company's operating performance or as a measure of      
liquidity.                                                              

(3) Cash interest expense for the year ended September 30, 1996 consists of     
 interest expense of $16.8 million less amortization of deferred financing
costs of $1.0 million and is exclusive of capitalized interest paid of  
$593,000. Cash interest expense for the six months ended March 31, 1997 
  consists of interest expense of $8.2 million less amortization of deferred
financing costs of $277,000.                                            

(4) Reflects increased capital expenditures of $7.5 million related to the      
   Philadelphia Consolidation and $1.5 million related to the expansion of the
  Custom Foods' Kentucky facility for the year ended September 30, 1996. For
the six months ended March 31, 1997, capital expenditures include $1.3  
    million related to the Philadelphia Consolidation and $34,000 related to the
  expansion of Custom Foods' Kentucky facility. See "Management's Discussion
  and Analysis of Financial Condition and Results of Operations -- Liquidity
and Financial Resources."                                               

(5) In calculating the ratio of earnings to fixed charges, earnings consist of  
income before income taxes plus fixed charges (excluding capitalized    
    interest). Fixed charges consist of interest (which includes amortization of
  deferred financing costs) whether expensed or capitalized and one-third of
rental expense, deemed representative of that portion of rental expense 
    estimated to be attributable to interest. Pro forma earnings were inadequate
    to cover fixed charges by $5.7 million for the year ended September 30, 1996
and $5.4 million for the six months ended March 31, 1997.               

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SUMMARY HISTORICAL FINANCIAL DATA OF QUALITY FOODS

The following Summary Historical Financial Data should be read in       
conjunction with the financial statements and related notes of Quality Foods and
other financial data included elsewhere in this Prospectus. The balance sheet   
data presented below as of December 31, 1992, 1993, 1994, 1995 and 1996 and     
statement of operations data presented below for the period July 20, 1992 to    
December 31, 1992 and the years ended December 31, 1993, 1994, 1995 and 1996 are
derived from the audited financial statements of Quality Foods. The balance     
sheet data as of July 19, 1992 and the statement of operations data for the     
period from January 1, 1992 to July 19, 1992 are derived from the audited       
financial statements of William Cohen and Son Co., Inc., Quality Foods'         
predecessor.                                                                    

                                                        [Enlarge/Download Table]

                                                       PREDECESSOR                                                                 
                                                       COMPANY(1)                             QUALITY FOODS                        
                                                   -------------------  ---------------------------------------------------------  
                                                       PERIOD FROM       PERIOD FROM                                               
                                                       JANUARY 1,       JULY 20, 1992                                              
                                                          1992               TO                 YEAR ENDED DECEMBER 31,            
                                                       TO JULY 19,      DECEMBER 31,   ------------------------------------------  
                                                          1992              1992         1993       1994       1995       1996     
                                                   -------------------  -------------  ---------  ---------  ---------  ---------  
                                                       (DOLLARS IN                       (DOLLARS IN THOUSANDS)                    
                                                       THOUSANDS)                                                                  
                                                                                                                                   
STATEMENT OF OPERATIONS DATA:                                                                                                      
  Net sales.......................................      $  29,376         $  26,225    $  71,195  $  84,817  $  84,694  $  90,582  
  Cost of sales...................................         25,232            22,314       61,040     72,162     67,930     71,448  
                                                          -------       -------------  ---------  ---------  ---------  ---------  
  Gross profit....................................          4,144             3,911       10,155     12,655     16,764     19,134  
  Operating expenses..............................          1,861             2,085        5,266      6,887      6,926      7,519  
  Other charges...................................         --                --           --         --         --         4,716(2)
                                                          -------       -------------  ---------  ---------  ---------  ---------  
    Income from operations........................          2,283             1,826        4,889      5,768      9,838      6,899  
  Interest expense................................            177             1,001        2,450      2,616      2,129      1,871  
                                                          -------       -------------  ---------  ---------  ---------  ---------  
    Income before income taxes and extraordinary                                                                                   
      items.......................................          2,106               825        2,439      3,152      7,709      5,028  
  Provision for income taxes......................          1,023            --           --         --         --         --      
                                                          -------       -------------  ---------  ---------  ---------  ---------  
    Income before extraordinary items.............          1,083               825        2,439      3,152      7,709      5,028  
  Extraordinary loss on early extinguishment of                                                                                    
    debt..........................................         --                --           --          1,771        130        546  
                                                          -------       -------------  ---------  ---------  ---------  ---------  
    Net income....................................          1,083               825        2,439      1,381      7,579      4,482  
  Pro forma income taxes(3).......................         --                   330          976        553      3,032      1,793  
                                                          -------       -------------  ---------  ---------  ---------  ---------  
    Pro forma net income..........................      $   1,083         $     495    $   1,463  $     828  $   4,547  $   2,689  
                                                          -------       -------------  ---------  ---------  ---------  ---------  
                                                          -------       -------------  ---------  ---------  ---------  ---------  

OTHER DATA:                                                                                                                        
  EBITDA(4).......................................      $   2,471         $   2,172    $   5,640  $   6,523  $  10,703  $   8,206  
  EBITDA as a percentage of net sales.............            8.4%              8.3%         7.9%       7.7%      12.6%       9.1% 
  Net cash provided by (used in) operating                                                                                         
    activities....................................          1,322                50          (88)     4,549      5,598      9,947  
  Net cash used in investing activities...........           (278)          (11,724)        (471)    (5,277)    (2,332)    (4,556) 
  Net cash (used in) provided by financing                                                                                         
    activities....................................         (1,070)           11,796          695        688     (3,379)    (5,106) 
  Depreciation and amortization...................      $     188         $     346    $     751  $     755  $     865      1,307  
  Capital expenditures(5).........................            278                89          524        858      4,102      7,190  
  Ratio of earnings to fixed charges(6)...........           9.53x             1.78x        1.94x      2.12x      3.76x      3.64x 

BALANCE SHEET DATA:                                                                                                                
  Working capital.................................      $   3,367         $     802    $   1,189  $     886  $   4,032  $   8,440  
  Total assets....................................         11,781            19,828       25,097     28,684     33,814     35,592  
  Total debt......................................            947            15,636       17,694     22,137     20,225      5,728  
  Total stockholders' equity/partners' capital....          6,798             1,841        2,917      2,521      8,888      7,260  

                                                   (FOOTNOTES ON FOLLOWING PAGE)

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(1) Predecessor Company reflects the operations of William Cohen and Son Co.,   
Inc.                                                                    

(2) Other charges of $4.7 million consist of $1.6 million facility start-up and 
relocation costs associated with the Philadelphia Consolidation and $3.1
million of acquisition related costs.                                   

(3) Quality Foods was taxed as a partnership for federal and state income tax   
   purposes prior to the Acquisition. Pro forma provision for income taxes and
  pro forma net income reflect the pro forma effect of income taxes as if it
    had been taxed as a C corporation for all periods presented. Included in pro
forma income tax expense for the years ended December 31, 1994, 1995 and
1996 is an income tax benefit of $708,000, $52,000 and $218,000,        
 respectively, relating to the extraordinary item--early extinguishment of
debt.                                                                   

(4) EBITDA is the sum of income before income taxes and interest, depreciation  
and amortization expense. EBITDA is presented because it is a widely    
    accepted financial indicator of a company's ability to service indebtedness.
 However, EBITDA should not be considered as an alternative to income from
operations or to cash flows from operating activities (as determined in 
   accordance with generally accepted accounting principles) and should not be
construed as an indication of a company's operating performance or as a 
measure of liquidity.                                                   

(5) Capital expenditures for the year ended December 31, 1995 included $3.6     
million related to the Philadelphia Consolidation and $506,000 of       
 maintenance capital expenditures. Capital expenditures for the year ended
December 31, 1996 included $6.8 million related to the Philadelphia     
Consolidation and $413,000 of maintenance capital expenditures. See     
   "Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Financial Resources."                       

(6) In calculating the ratio of earnings to fixed charges, earnings consist of  
income before income taxes plus fixed charges (excluding capitalized    
interest). Fixed charges consist of interest expense (which includes    
 amortization of deferred financing costs) whether expensed or capitalized
 and one-third of rental expense, deemed representative of that portion of
rental expense estimated to be attributable to interest.                

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SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA OF CFP GROUP 

 The following Summary Historical Consolidated Financial Data of CFP Group
should be read in conjunction with the consolidated financial statements and    
related notes of CFP Group and other financial data included elsewhere in this  
Prospectus. The balance sheet data presented below as of September 30, 1993,    
1994, 1995 and 1996 and March 31, 1997 and the statement of operations data     
presented below for the six months ended September 30, 1993 and March 31, 1997  
and for the years ended September 30, 1994, 1995 and 1996 are derived from the  
audited consolidated financial statements of CFP Group. The balance sheet data  
presented below as of September 30, 1992 and March 31, 1993 and the statement of
operations data presented below for the year ended September 30, 1992 and the   
six months ended March 31, 1993 have been derived from the combination of the   
unaudited financial statements of CFP Group's predecessors, Center of the Plate 
Foods, Inc. and Best Western Foods, Inc. The balance sheet data as of March 31, 
1996 and the statement of operations data for the six months ended March 31,    
1996 have been derived from CFP Group's unaudited financial statements.         

                                                        [Enlarge/Download Table]

                                     PREDECESSOR COMPANY(1)                          CFP GROUP(2)                            
                                    ------------------------  -----------------------------------------------------------    
                                                                                                              SIX MONTHS     
                                    YEAR ENDED   SIX MONTHS    SIX MONTHS                                        ENDED       
                                     SEPTEMBER      ENDED         ENDED         YEAR ENDED SEPTEMBER 30,      -----------    
                                        30,       MARCH 31,   SEPTEMBER 30,  -------------------------------   MARCH 31,     
                                       1992         1993          1993         1994       1995       1996        1996        
                                    -----------  -----------  -------------  ---------  ---------  ---------  -----------    
                                     (DOLLARS IN THOUSANDS)                     (DOLLARS IN THOUSANDS)                       
                                                                                                                             
STATEMENT OF OPERATIONS DATA:                                                                                                
  Net sales........................  $  71,591    $  38,332     $  44,285    $  86,598  $  61,543(3) $  65,996  $  30,335    
  Cost of sales....................     63,373       34,169        40,352       76,485     49,868     53,818      23,766     
                                    -----------  -----------  -------------  ---------  ---------  ---------  -----------    
  Gross profit.....................      8,218        4,163         3,933       10,113     11,675     12,178       6,569     
  Operating expenses...............      4,580        1,892         2,052        5,957      6,700      5,512       2,944     
  Other charges....................     28,755(4)     --           --           --         --          4,996(5)      4,996(5)
                                    -----------  -----------  -------------  ---------  ---------  ---------  -----------    
    Income (loss) from                                                                                                       
      operations...................    (25,117)       2,271         1,881        4,156      4,975      1,670      (1,371)    
  Interest expense.................      3,717        1,906         1,307        2,443      2,632      3,232       1,512     
                                    -----------  -----------  -------------  ---------  ---------  ---------  -----------    
    Income (loss) before income                                                                                              
      taxes and extraordinary                                                                                                
      item.........................    (28,834)         365           574        1,713      2,343     (1,562)     (2,883)    
  Provision (benefit) for income                                                                                             
     taxes.........................        650          463           265          851      1,189       (409)       (662)    
                                    -----------  -----------  -------------  ---------  ---------  ---------  -----------    
  Income (loss) before                                                                                                       
     extraordinary item............    (29,484)         (98)          309          862      1,154     (1,153)     (2,221)    
  Extraordinary (loss) on early                                                                                              
     extinguishment of debt........         --           --            --           --         --         --          --     
                                    -----------  -----------  -------------  ---------  ---------  ---------  -----------    
    Net income (loss)..............  $ (29,484)   $     (98)    $     309    $     862  $   1,154  $  (1,153)  $  (2,221)    
                                    -----------  -----------  -------------  ---------  ---------  ---------  -----------    
                                    -----------  -----------  -------------  ---------  ---------  ---------  -----------    
OTHER DATA:                                                                                                                  
  EBITDA(6)........................  $   6,220    $   3,070     $   2,582    $   6,003  $   6,685  $   3,758   $    (336)    
  EBITDA as a percentage of net                                                                                              
     sales.........................        8.7%         8.0%          5.8%         6.9%      10.9%       5.7%       (1.1)%   
  Net cash provided by (used in)                                                                                             
     operating activities..........      3,123          278          (427)       4,375      4,382        135      (1,102)    
  Net cash used in investing                                                                                                 
     activities....................     (7,576)      (2,186)         (606)        (666)    (1,785)    (1,811)     (1,921)    
  Net cash (used in) provided by                                                                                             
     financing activities..........      5,997          523           308       (3,499)    (2,807)     2,168       3,869     
  Depreciation and amortization....  $   2,582    $     799     $     701    $   1,847  $   1,710  $   2,088   $   1,035     
  Interest expense.................      3,717        1,906         1,307        2,443      2,632      3,232       1,512     
  Capital expenditures.............         19        1,214           445        1,515      5,054      3,009         545     
  Ratio of earnings to fixed                                                                                                 
     charges(7)....................     --             1.18x         1.41x        1.64x      1,83x    --          --         
BALANCE SHEET DATA:                                                                                                          
  Working capital..................  $   6,057    $   9,225     $   4,908    $   4,309  $   2,754  $   3,153   $   3,420     
  Total assets.....................     23,979       25,811        27,660       27,709     30,148     32,203      30,697     
  Total debt, redeemable preferred                                                                                           
     stock and redeemable common                                                                                             
     stock.........................     46,187       46,755        20,369       18,847     19,526     23,223      23,782     
  Total stockholders' equity                                                                                                 
     (deficiency)..................    (23,999)(4)    (24,240)(4)       4,026     4,828     5,884      4,020       3,932     


                                     MARCH 31,                                                                               
                                       1997                                                                                  
                                    -----------                                                                              
                                                                                                                             
STATEMENT OF OPERATIONS DATA:                                                                                                
  Net sales........................  $  60,529                                                                               
  Cost of sales....................     52,276                                                                               
                                    -----------                                                                              
  Gross profit.....................      8,253                                                                               
  Operating expenses...............      7,474                                                                               
  Other charges....................     --                                                                                   
                                    -----------                                                                              
    Income (loss) from                                                                                                       
      operations...................        779                                                                               
  Interest expense.................      4,681                                                                               
                                    -----------                                                                              
    Income (loss) before income                                                                                              
      taxes and extraordinary                                                                                                
      item.........................     (3,902)                                                                              
  Provision (benefit) for income                                                                                             
     taxes.........................       (541)                                                                              
                                    -----------                                                                              
  Income (loss) before                                                                                                       
     extraordinary item............     (3,361)                                                                              
  Extraordinary (loss) on early                                                                                              
     extinguishment of debt........     (4,489)                                                                              
                                    -----------                                                                              
    Net income (loss)..............  $  (7,850)                                                                              
                                    -----------                                                                              
                                    -----------                                                                              
OTHER DATA:                                                                                                                  
  EBITDA(6)........................  $   3,026                                                                               
  EBITDA as a percentage of net                                                                                              
     sales.........................        5.0%                                                                              
  Net cash provided by (used in)                                                                                             
     operating activities..........      3,477                                                                               
  Net cash used in investing                                                                                                 
     activities....................    (67,293)                                                                              
  Net cash (used in) provided by                                                                                             
     financing activities..........     65,462                                                                               
  Depreciation and amortization....  $   2,236                                                                               
  Interest expense.................      4,681                                                                               
  Capital expenditures.............      1,674                                                                               
  Ratio of earnings to fixed                                                                                                 
     charges(7)....................     --                                                                                   
BALANCE SHEET DATA:                                                                                                          
  Working capital..................  $  14,702                                                                               
  Total assets.....................    132,822                                                                               
  Total debt, redeemable preferred                                                                                           
     stock and redeemable common                                                                                             
     stock.........................    142,174                                                                               
  Total stockholders' equity                                                                                                 
     (deficiency)..................    (19,383)                                                                              

                                                   (FOOTNOTES ON FOLLOWING PAGE)

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(1) Predecessor Company reflects the combined operations of Center of the Plate 
   Foods, Inc. and Best Western Foods, Inc. which were under common management
and common control for the periods presented.                           

(2) CFP Group became the parent of CFP Holdings on December 31, 1996 after the  
 recapitalization of CFP Holdings in a series of transactions whereby each
person owning capital stock (or options to acquire capital stock) of CFP
Holdings exchanged their equity interests for equivalent interests of   
capital stock (or options to acquire capital stock) of CFP Group. CFP   
 Holdings commenced operations on April 1, 1993 after acquiring all of the
outstanding stock of Center of the Plate Foods, Inc. and all significant
operating assets of Best Western Foods, Inc. The CFP Group financial    
 information includes the operations of Quality Foods from the date of the
Acquisition.                                                            

(3) Sales declined during the year ended September 30, 1995 as a result of the  
decline in sales to the Arby's restaurant chain. See "Management's      
  Discussion and Analysis of Financial Condition and Results of Operations."

(4) During the year ended September 30, 1992, Best Western Foods, Inc., one of  
 CFP Group's predecessors, wrote off goodwill of $28.8 million, which also
   resulted in the stockholders' deficiency as of September 30, 1992 and March
31, 1993.                                                               

(5) Represents one-time costs associated with the termination of the Sales      
   Brokerage Agreement. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations."                                   

(6) EBITDA is the sum of income before income taxes and interest, depreciation  
and amortization expense. EBITDA is presented because it is a widely    
    accepted financial indicator of a company's ability to service indebtedness.
 However, EBITDA should not be considered as an alternative to income from
operations or to cash flows from operating activities (as determined in 
   accordance with generally accepted accounting principles) and should not be
construed as an indication of a company's operating performance or as a 
measure of liquidity.                                                   

(7) In calculating the ratio of earnings to fixed charges, earnings consist of  
income before income taxes plus fixed charges. Fixed charges consist of 
interest (which includes amortization of deferred financing costs) and  
    one-third of rental expense, deemed representative of that portion of rental
  expense estimated to be attributable to interest. Earnings were inadequate
    to cover fixed charges by $28.8 million and $1.6 million for the years ended
September 30, 1992 and 1996, respectively, and by $2.9 million and $3.9 
million for the six months ended March 31, 1996 and 1997, respectively. 

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RISK FACTORS

Prospective investors should carefully consider the specific factors set
forth below, as well as the other information included in this Prospectus, prior
to making a decision to tender their Old Notes in the Exchange Offer.           

CONSEQUENCES OF FAILURE TO EXCHANGE                                             

Holders of Old Notes who do not exchange the Old Notes for New Notes    
pursuant to the Exchange Offer will continue to be subject to the restrictions  
on transfer of such Old Notes as set forth in the legend thereon as a           
consequence of the issuance of the Old Notes pursuant to exemptions from, or in 
transactions not subject to, the registration requirements of the Securities Act
and applicable state securities laws. In general, the Old Notes may not be      
offered or sold unless registered under the Securities Act, except pursuant to  
an exemption from, or in a transaction not subject to, the Securities Act and   
applicable state securities laws. The Company does not currently anticipate that
it will register the Old Notes under the Securities Act. Based on               
interpretations by the staff of the Commission set forth in no-action letters   
issued to third parties, the Company believes that the New Notes issued pursuant
to the Exchange Offer in exchange for Old Notes may be offered for resale,      
resold or otherwise transferred by any holder thereof (other than any such      
holder that is an "affiliate" of the Company within the meaning of Rule 405     
promulgated under the Securities Act) without compliance with the registration  
and prospectus delivery provisions of the Securities Act, provided that such New
Notes are acquired in the ordinary course of such holder's business, such holder
has no arrangement with any person to participate in the distribution of such   
New Notes and neither such holder nor any such other person is engaging in or   
intends to engage in a distribution of such New Notes. Since the Commission has 
not considered the Exchange Offer in the context of a no-action letter, there   
can be no assurance that the staff of the Commission would make a similar       
determination with respect to the Exchange Offer. Any Holder who is an affiliate
of the Company or who tenders in the Exchange Offer for the purpose of          
participating in a distribution of the New Notes cannot rely on such            
interpretations by the staff of the Commission and must comply with the         
registration and prospectus delivery requirements of the Securities Act in      
connection with a resale transaction. Notwithstanding the foregoing, each       
broker-dealer that receives New Notes for its own account pursuant to the       
Exchange Offer must acknowledge that it will deliver a prospectus in connection 
with any resale of such New Notes. The Letter of Transmittal states that by so  
acknowledging and by delivering a prospectus, a broker-dealer will not be deemed
to admit that it is an "underwriter" within the meaning of the Securities Act.  
This Prospectus, as it may be amended or supplemented from time to time, may be 
used by a broker-dealer in connection with any resale of New Notes received in  
exchange for Old Notes where such Old Notes were acquired by such broker-dealer 
as a result of market-making activities or other trading activities (other than 
Old Notes acquired directly from the Company). The Company has agreed that, for 
a period of 120 days from the date of this Prospectus, it will make this        
Prospectus available to any broker-dealer for use in connection with any such   
resale. See "Plan of Distribution." However, the ability of any Holder to resell
the New Notes is subject to applicable state securities laws as described in    
"Risk Factors-- Blue Sky Restrictions on Resale of New Notes."                  

NECESSITY TO COMPLY WITH EXCHANGE OFFER PROCEDURES                              

To participate in the Exchange Offer, and to avoid the restrictions on  
transfer of the Old Notes, Holders of Old Notes must transmit a properly        
completed Letter of Transmittal or an Agent's Message, including all other      
documents required by such Letter of Transmittal, to the Exchange Agent at one  
of the addresses set forth below under "The Exchange Offer -- Exchange Agent" on
or prior to the Expiration Date. In addition, either (i) certificates for such  
Old Notes must be received by the Exchange Agent along with the Letter of       
Transmittal or (ii) a timely confirmation of a book-entry transfer of such Old  
Notes, if such procedure is available, into the Exchange Agent's account at The 
Depository Trust Company pursuant to the procedure for book-entry transfer      
described herein, must be received by the Exchange                              

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Agent prior to the Expiration Date or (iii) the Holder must comply with the     
guaranteed delivery procedures described herein. See "The Exchange Offer."      

BLUE SKY RESTRICTIONS ON RESALE OF NEW NOTES                                    

 In order to comply with the securities laws of certain jurisdictions, the
New Notes may not be offered or resold by any Holder unless they have been      
registered or qualified for sale in such jurisdictions or an exemption from     
registration or qualification is available and the requirements of such         
exemption have been satisfied. The Company does not currently intend to register
or qualify the resale of the New Notes in any such jurisdictions. However, an   
exemption is generally available for sales to registered broker-dealers and     
certain institutional buyers. Other exemptions under applicable state securities
laws may also be available.                                                     

SIGNIFICANT LEVERAGE AND INDEBTEDNESS SERVICE                                   

The Company incurred substantial indebtedness in connection with the    
financing of the Acquisition and is highly leveraged following the Offering. As 
of March 31, 1997, the Company had total consolidated indebtedness (including   
capitalized lease obligations) of approximately $139.9 million and a            
stockholders' deficiency of $19.4 million. In addition, subject to the          
restrictions in the Bank Credit Agreement and the Indenture, the Company and its
subsidiaries may incur additional indebtedness from time to time to finance     
capital expenditures and acquisitions and for other general corporate purposes. 
Further, the Company's earnings on a pro forma basis, for the six months ended  
March 31, 1997, were inadequate to cover fixed charges by $5.4 million. See     
"Management's Discussion and Analysis of Financial Condition and Results of     
Operations -- Liquidity and Financial Resources."                               

The degree to which the Company is leveraged will have important        
consequences to the holders of the New Notes, including: (i) limitations on the 
Company's future ability to obtain additional financing for working capital or  
other purposes; (ii) a substantial portion of the Company's cash flow from      
operations will be dedicated to the payment of the principal of and interest on 
its indebtedness, thereby reducing funds available for operations; (iii) certain
of the Company's borrowings, including the borrowings under the Bank Credit     
Agreement, will be at variable rates of interest which will cause the Company to
be vulnerable to increases in interest rates; (iv) making the Company more      
vulnerable to economic downturns and limiting its ability to withstand          
competitive pressures; and (v) the New Notes will mature after substantially all
of the Company's other indebtedness. See "Description of Bank Credit Agreement."

The Company's ability to make scheduled payments on the principal of, or
interest on, or to refinance, its indebtedness will depend on its future        
operating performance and cash flow, which are subject to prevailing economic   
conditions, prevailing interest rate levels, and financial, competitive,        
business and other factors, many of which are beyond its control, as well as the
availability of borrowings under the Bank Credit Agreement or successor         
facilities. However, based upon the current and anticipated level of operations,
the Company believes that its cash flow from operations, together with amounts  
available under the Bank Credit Agreement and its other sources of liquidity,   
will be adequate to meet its anticipated cash requirements for at least the next
several years for working capital, capital expenditures, interest payments and  
scheduled principal payments. There can be no assurance, however, that the      
Company's business will continue to generate cash flow at or above current      
levels. If the Company is unable to generate sufficient cash flow from          
operations in the future to service its indebtedness, it will be required to    
refinance all or a portion of its existing indebtedness, including the Notes, or
to obtain additional financing. There can be no assurance that any such         
refinancing would be possible or that any additional financing could be         
obtained. The inability to obtain additional financing would have a material    
adverse effect on the Company. Finally, it is anticipated that in order to pay  
the principal balance of the Notes due at maturity, the Company will have to    
obtain alternative financing.                                                   

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IMPORTANCE OF KEY CUSTOMERS                                                     

Certain customers are material to the business and operations of the    
Company. On a pro forma basis, Subway, Arby's and Chef America accounted for    
26.4%, 20.2% and 16.7% of the Company's net sales, respectively, in fiscal 1996 
and 25.7%, 18.8% and 18.1%, respectively, in fiscal 1995. No other customer     
accounted for as much as 4.5% of the Company's net sales during either year.    

The Company's prospects will continue to depend upon the success of the 
Subway and Chef America products that incorporate meats provided by the Company,
as well as Subway's and Chef America's retention of the Company as a major      
supplier. Although the Company believes that it has excellent relationships with
these customers and that such relationships are mutually beneficial, the Company
does not have long-term contracts with either Subway or Chef America, and the   
loss of either as a customer, or a significant reduction in the Company's       
business with either of them, would have a material adverse effect on the       
Company. During 1996, certain major Subway franchisees, operating with the      
support of Subway, assisted in the formation of a purchasing co-operative with  
the goal of improving the consistency of the products served in Subway stores on
a national basis, reducing total product costs to the Subway chain through more 
efficient chain purchasing, and, to a lesser extent, improving distribution of  
products within the Subway system. While the Company believes that its product  
quality and relationships with Subway position it well to respond to potential  
new requirements, if any, that may be introduced by the new co-operative, there 
can be no assurance that Subway's purchasing philosophy and system will not     
change in the future.                                                           

While Arby's is one of the Company's three largest customers, sales to  
Arby's produce relatively low profit margins, compared to other higher margin   
value-added products of the Company, and require a high level of the Company's  
working capital relative to the profit margins produced. Accordingly, the       
Company believes that while it maintains an excellent relationship with Arby's, 
the loss of this customer would not have a material adverse effect.             

COMPETITION                                                                     

    The Company operates in highly competitive markets with a significant number
of companies of varying sizes, including divisions or subsidiaries of larger    
companies. The Company's sales to Arby's and its sales of hamburger patties and 
meatball items to other customers, because of their low value-added nature are  
the most price sensitive and competitive areas in which the Company competes. A 
number of the Company's competitors have multiple product lines, substantially  
greater financial and other resources available to them and are, to varying     
degrees, vertically integrated. There can be no assurance that the Company can  
continue to compete successfully with such other companies. Competitive         
pressures or other factors would cause the Company's products to lose market    
share or result in significant price erosion, which would have a material       
adverse effect on the Company.                                                  

GENERAL RISKS OF FOOD INDUSTRY                                                  

The food industry, and the markets within the food industry in which the
Company competes, are subject to various risks, including: adverse changes in   
general economic conditions; evolving consumer preferences; nutritional and     
health-related concerns; federal, state and local food inspection and processing
controls; consumer product liability claims; risks of product tampering; and the
availability and expense of liability insurance. The meat and poultry industries
have recently been subject to increasing scrutiny due to the association of meat
and poultry products with recent outbreaks of illness, and on rare occasions    
even death, caused by foodborne pathogens such as E. COLI, Salmonella and others
which are found in raw and improperly cooked meat. Consumer demand for meat and 
poultry fluctuates as the result of such outbreaks of illness. Product recalls  
are sometimes required in the meat and poultry industries to withdraw           
contaminated or mislabeled products from the market.                            

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SUPPLIERS AND RAW MATERIALS                                                     

   The Company purchases large quantities of commodity beef, pork and poultry.
Historically, market prices for products processed by the Company have          
fluctuated in response to a number of factors, including changes in the United  
States government farm support programs, changes in international agricultural  
and trading policies, weather and other conditions during the growing and       
harvesting seasons. The Company historically has been able to pass through some 
increases in the prices of beef, pork and poultry to end users. Failure to pass 
on significant price increases to its customers for a prolonged period of time  
would have a material adverse effect on the Company. Further, certain of the    
Company's customers, including Subway and Chef America, have fixed price        
arrangements for certain products in which the sale price is fixed for periods  
of up to one year. Although the fixed price arrangements are for a targeted     
quantity of products, there is no requirement to deliver the products until a   
purchase order is issued establishing quantity and delivery time. Should the    
prices of raw materials increase substantially for a prolonged period of time,  
the Company could be required to deliver products to these customers at lower   
gross margins than historically achieved.                                       

 The Company has longstanding relationships with numerous major beef, pork
and other suppliers. The Company purchases most if its beef, pork and poultry   
products directly from suppliers. In fiscal 1996, on a pro forma basis, the     
Company purchased approximately 40.9% of the dollar value of its meat and       
poultry requirements from divisions of ConAgra, Inc. Although the supply of meat
products is concentrated, it is a commodity market and the Company believes that
supplies at required standards are readily available on a competitive basis from
a variety of sources.                                                           

GOVERNMENT REGULATION                                                           

The operations of the Company are subject to extensive inspection and   
regulation by the United States Department of Agriculture ("USDA") and by other 
federal, state and local authorities, regarding the processing, packaging,      
storage, transportation, distribution and labeling of products that are         
manufactured, produced and processed by the Company. The Company's processing   
facilities and products are subject to frequent inspection by USDA and/or other 
federal, state and local authorities. On July 25, 1996, the USDA issued strict  
new policies against contamination by foodborne pathogens such as E. COLI and   
Salmonella, and established a new system of regulation known as the Hazard      
Analysis Critical Control Points ("HACCP") program. The HACCP program requires  
all meat and poultry processing plants to develop and implement sanitary        
operating procedures by January 27, 1997. Other HACCP program requirements begin
going into effect on January 26, 1998. As the USDA's HACCP requirements are     
relatively new, and not fully implemented, their impact on the meat and poultry 
industries is not yet fully known. However, the Company believes that it is     
currently in substantial compliance with all material governmental laws and     
regulations (including the January 1997 HACCP requirements), and that it        
maintains all material permits and licenses relating to its operations.         
Nevertheless, there can be no assurance that the Company will be able to        
maintain compliance with existing laws or regulations or that it will be able to
comply with any future laws and regulations. Failure by the Company to comply   
with applicable laws and regulations would subject it to civil remedies,        
including withdrawal of necessary USDA inspection, fines, injunctions, recalls  
or seizures, as well as potential criminal sanctions, any of which would have a 
material adverse effect on the Company. See "Business -- Government Regulatory  
Matters."                                                                       

 The business operations of the Company and the past and present ownership
and operation of real property by Custom Foods and Quality Foods are subject to 
extensive and changing federal, state and local environmental laws and          
regulations pertaining to the discharge of materials into the environment, the  
handling and disposition of wastes (including solid and hazardous wastes) or    
otherwise relating to protection of the environment. Compliance with federal,   
state and local environmental laws and regulations is not expected to have a    
material impact on the Company's capital expenditures, earnings or competitive  
position. No assurance can be given, however, that additional environmental     
issues relating to presently known matters or identified sites or to other      
matters or sites will not require additional, currently unanticipated           
investigation, assessment or expenditures.                                      

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DEPENDENCE ON KEY MANAGEMENT                                                    

  The Company's executive officers and certain other key employees have been
primarily responsible for the development and expansion of the Company's        
business, and the loss of the services of one or more of these individuals could
have an adverse effect on the Company. Furthermore, the Acquisition combined two
separate management teams under the ownership of one Company. The Company's     
future success will be dependent in part upon its continued ability to recruit, 
motivate and retain qualified personnel, as well as the successful integration  
of the two management teams. There can be no assurance that the Company will be 
successful in this regard. The Company has employment and non-competition       
agreements with certain key personnel. See "Management."                        

INABILITY TO PURCHASE NOTES UPON A CHANGE OF CONTROL                            

 Upon a Change of Control as defined in the Indenture, the Company will be
required to offer to repurchase all outstanding Notes at 101% of the principal  
amount thereof plus accrued and unpaid interest to the date of repurchase.      
However, there can be no assurance that sufficient funds will be available at   
the time of any Change of Control to make any required repurchases of Notes     
tendered, or that restrictions in the Bank Credit Agreement will allow the      
Company to make such required repurchases. Notwithstanding these provisions, the
Company could enter into certain transactions, including certain                
recapitalizations, that would not constitute a Change of Control but would      
increase the amount of debt outstanding at such time. See "Description of Notes 
-- Certain Covenants -- Purchase of Notes Upon a Change of Control."            

RANKING OF NEW NOTES                                                            

 The New Notes, the Subsidiary Guarantees and the Parent Guarantee will be
senior unsecured obligations and will rank PARI PASSU in right of payment with  
all other existing and future senior obligations of the Company, the Subsidiary 
Guarantors and CFP Group, respectively. Loans under the Bank Credit Agreement   
will be secured by substantially all of the Company's assets, including a pledge
of all the stock of Quality Foods and Custom Foods, will be guaranteed by the   
Company's subsidiaries, which guarantees will be secured by substantially all of
the assets of the Company's subsidiaries, and will be guaranteed by CFP Group,  
which guarantee will be secured by a pledge of all of the stock of the Company. 
Accordingly, the New Notes and the Guarantees will be effectively subordinated  
to the loans outstanding under the Bank Credit Agreement and the guarantees by  
the subsidiaries and CFP Group of such loans, to the extent of the value of the 
assets securing such loans and guarantees.                                      

FRAUDULENT CONVEYANCE CONSIDERATIONS                                            

Each Subsidiary Guarantor's guarantee of the obligations of the Company 
under the Notes may be subject to review under relevant federal and state       
fraudulent conveyance statutes (the "Fraudulent Conveyance Statutes") in a      
bankruptcy, reorganization or rehabilitation case or similar proceeding or a    
lawsuit by or on behalf of unpaid creditors of such Subsidiary Guarantors. If a 
court were to find under relevant Fraudulent Conveyance Statutes that, at the   
time the Old Notes were issued, (a) a Subsidiary Guarantor guaranteed the Old   
Notes with the intent of hindering, delaying or defrauding current or future    
creditors or (b)(i) a Subsidiary Guarantor received less than reasonably        
equivalent value or fair consideration for guaranteeing the Old Notes and       
(ii)(A) was insolvent or was rendered insolvent by reason of such Note          
Guarantee, (B) was engaged, or about to engage, in a business or transaction for
which its assets constituted unreasonably small capital, (C) intended to incur, 
or believed that it would incur, obligations beyond its ability to pay as such  
obligations matured (as all of the foregoing terms are defined in or interpreted
under such Fraudulent Conveyance Statutes) or (D) was a defendant in an action  
for money damages, or had a judgment for money damages docketed against it (if, 
in either case, after final judgment, the judgment is unsatisfied), such court  
could avoid or subordinate such guarantee of the Notes to presently existing and
future indebtedness of such Subsidiary Guarantor and take other action          
detrimental to the holders of the Notes, including, under certain circumstances,
invalidating such guarantee of the Notes.                                       

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   The measure of insolvency for purposes of the foregoing considerations will
vary depending upon the federal or state law that is being applied in any such  
proceeding. Generally, however, a Subsidiary Guarantor would be considered      
insolvent if, at the time it incurred its Subsidiary Guarantee, either (i) the  
fair market value (or fair saleable value) of its assets is less than the amount
required to pay the probable liability on its total existing indebtedness and   
liabilities (including contingent liabilities) as they become absolute and      
mature or (ii) it is incurring obligations beyond its ability to pay as such    
obligations mature or become due.                                               

   The Boards of Directors and management of each of the Company, Custom Foods
and Quality Foods believed, at the time of issuance of the Notes and the        
guarantees of the Notes, that each Subsidiary Guarantor (i) was (a) neither     
insolvent nor rendered insolvent thereby, (b) in possession of sufficient       
capital to meet its obligations as the same mature or become due and to operate 
its business effectively and (c) incurring obligations within its ability to pay
as the same mature or become due and (ii) had sufficient assets to satisfy any  
probable judgment against it in any pending action. There can be no assurance,  
however, that such beliefs will prove to be correct or that a court passing on  
such questions would reach the same conclusions.                                

CONTROLLING STOCKHOLDER                                                         

  Atlantic Equity Partners, L.P., a Delaware limited partnership ("AEP"), of
which First Atlantic is the investment manager, owns 48.8% and 97.2% of CFP     
Group's fully-diluted common stock and voting common stock, respectively. As    
controlling stockholder, AEP is able, subject to certain contractual            
limitations, to determine the outcome of any corporate transaction or other     
matter submitted to the stockholders of CFP Group for approval, including       
mergers, consolidations or the sale of all or substantially all of the assets of
CFP Group, or any of its subsidiaries (including the Company). In addition, AEP 
has the ability to elect a majority of CFP Group's Board of Directors and the   
Boards of Directors of its subsidiaries (including the Company). See "Principal 
Stockholders" and "Certain Transactions -- Stockholders' Agreement."            

RESTRICTIVE COVENANTS AND ASSET ENCUMBRANCES                                    

The Bank Credit Agreement and the Indenture contain numerous restrictive
covenants, which limit the discretion of the management of CFP Group and the    
Company with respect to certain business matters. These covenants place         
significant restrictions on, among other things, the ability of CFP Group and   
the Company to incur additional indebtedness, to create liens or other          
encumbrances, to pay dividends or make other restricted payments, to make       
investments, loans and guarantees and to sell or otherwise dispose of a         
substantial portion of assets to, or merge or consolidate with, another entity. 
The Bank Credit Agreement also contains a number of financial covenants that    
require CFP Group and the Company to meet certain financial ratios and tests and
provide that a "change of control" will constitute an event of default. See "The
Quality Foods Acquisition" and "Description of Notes -- Certain Covenants." A   
failure to comply with the obligations contained in the Bank Credit Agreement or
the Indenture, if not cured or waived, could permit acceleration of the related 
indebtedness and acceleration of indebtedness under other instruments that      
contain cross-acceleration or cross-default provisions. In addition, the        
obligations of CFP Group and the Company under the Bank Credit Agreement are    
secured by substantially all of their respective assets. In the case of an event
of default under the Bank Credit Agreement, the lenders under the Bank Credit   
Agreement would be entitled to exercise the remedies available to a secured     
lender under applicable law. If CFP Group or the Company were obligated to repay
all or a significant portion of its indebtedness, there can be no assurance that
CFP Group or the Company would have sufficient cash to do so or that CFP Group  
or the Company could successfully refinance such indebtedness. Other            
indebtedness of CFP Group and the Company that may be incurred in the future may
contain financial or other covenants more restrictive than those applicable to  
the Bank Credit Agreement or the Notes.                                         

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ABSENCE OF PUBLIC MARKET FOR THE NEW NOTES                                      

  The Old Notes are designated for trading in the PORTAL market. There is no
established trading market for the New Notes. Although the Initial Purchasers   
have advised the Company that they currently intend to make a market in the New 
Notes, they are not obligated to do so and it may discontinue such market-making
at any time without notice. The Company does not currently intend to list the   
New Notes on any securities exchange or to seek approval for quotation through  
any automated quotation system. Accordingly, there can be no assurance as to the
development of any market or the liquidity of any market that may develop for   
the New Notes. If such a market were to exist, no assurance can be given as to  
the trading prices of the New Notes. Future trading prices of the New Notes will
depend on many factors, including, among other things, prevailing interest      
rates, the Company's operating results and the market for similar securities.   

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THE EXCHANGE OFFER

PURPOSE AND EFFECT OF THE EXCHANGE OFFER                                        

The Old Notes were sold by the Company on January 28, 1997 (the "Issue  
Date") to the Initial Purchasers, who placed the Old Notes with institutional   
investors. In connection therewith, the Company and the Initial Purchasers      
entered into the Registration Rights Agreement, pursuant to which the Company   
agreed, for the benefit of the Holders of the Old Notes, that the Company would,
at its sole cost, (i) within 90 days following the original issuance of the Old 
Notes, file with the Commission a Registration Statement (of which this         
Prospectus is a part) under the Securities Act with respect to an issue of a    
series of new notes of the Company identical in all material respects to the    
series of Old Notes (except that such New Notes would not contain terms with    
respect to transfer restrictions) and (ii) cause such Registration Statement to 
be declared effective under the Securities Act within 150 days following the    
original issuance of the Old Notes. Upon the effectiveness of the Registration  
Statement, the Company will offer, pursuant to this Prospectus, to the Holders  
of the Old Notes the opportunity to exchange their Old Notes for a like         
principal amount of New Notes, to be issued without a restrictive legend and    
which may, generally, be reoffered and resold by the holder without restrictions
or limitations under the Securities Act. The term "Holder" with respect to the  
Exchange Offer means any person in whose name Old Notes are registered on the   
books of the Company or any other person who has obtained a properly completed  
bond power from the registered holder.                                          

The Company has not requested, and does not intend to request, an       
interpretation by the staff of the Commission with respect to whether the New   
Notes issued pursuant to the Exchange Offer in exchange for the Old Notes may be
offered for sale, resold or otherwise transferred by any holder without         
compliance with the registration and prospectus delivery provisions of the      
Securities Act. Instead, based on interpretations by the staff of the Commission
set forth in no-action letters issued to third parties, the Company believes    
that New Notes issued pursuant to the Exchange Offer in exchange for Old Notes  
may be offered for resale, resold and otherwise transferred by any holder of    
such New Notes (other than any such holder that is an "affiliate" of the Company
within the meaning of Rule 405 promulgated under the Securities Act) without    
compliance with the registration and prospectus delivery provisions of the      
Securities Act, PROVIDED that such New Notes are acquired in the ordinary course
of such Holder's business, such Holder has no arrangement or understanding with 
any person to participate in the distribution of such New Notes and neither such
Holder nor any other such person is engaging in or intends to engage in a       
distribution of such New Notes. Since the Commission has not considered the     
Exchange Offer in the context of a no-action letter, there can be no assurance  
that the staff of the Commission would make a similar determination with respect
to the Exchange Offer. Any Holder who is an affiliate of the Company or who     
tenders in the Exchange Offer for the purpose of participating in a distribution
of the New Notes cannot rely on such interpretations by the staff of the        
Commission and must comply with the registration and prospectus delivery        
requirements of the Securities Act in connection with a resale transaction.     

  Each broker-dealer that receives New Notes for its own account pursuant to
the Exchange Offer must acknowledge that it will deliver a prospectus in        
connection with any resale of such New Notes. The Letter of Transmittal states  
that by so acknowledging and by delivering a prospectus, a broker-dealer will   
not be deemed to admit that it is an "underwriter" within the meaning of the    
Securities Act. This Prospectus, as it may be amended or supplemented from time 
to time, may be used by a broker-dealer in connection with resales of New Notes 
received in exchange for Old Notes where such Old Notes were acquired by such   
broker-dealer as a result of market-making activities or other trading          
activities (other than Old Notes acquired directly from the Company). The       
Company has agreed that, for a period of 120 days after the date of this        
Prospectus, it will make this Prospectus available to any broker-dealer for use 
in connection with any such resale. See "Plan of Distribution."                 

  In the event that (i) any changes in law or the applicable interpretations
of the staff of the Commission do not permit the Company to effect the Exchange 
Offer, (ii) the Exchange Offer is not                                           

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consummated within 180 days of the Issue Date unless the Exchange Offer has     
commenced, in which case, the Exchange Offer is not consummated within 30 days  
after the date on which the Exchange Offer commenced, (iii) in certain          
circumstances, the Initial Purchasers so request after the consummation of the  
Exchange Offer or (iv) in certain circumstances, any Holder that is not eligible
to participate in the Exchange Offer or any Holder that participates in the     
Exchange Offer and such Holder does not receive New Notes on the date of the    
exchange that may be sold without restriction under state and Federal securities
laws (other than due solely to the status of such Holder as an affiliate of the 
Company within the meaning of the Securities Act) and so notifies the Company   
within 60 days after such Holder first becomes aware of such restriction and    
provides the Company with a reasonable basis for its conclusion, in the case of 
each of clauses (i)-(iv) of this sentence, then the Company will promptly       
deliver to the Holders and the Trustee written notice thereof (the "Shelf       
Notice") and, at its cost, (a) as promptly as practicable, file a shelf         
registration statement covering resales of the Notes (the "Shelf Registration   
Statement"), (b) use all reasonable efforts to cause the Shelf Registration     
Statement to be declared effective under the Securities Act by the 60th day     
after the delivery of the Shelf Notice (or promptly in the event of a request by
the Initial Purchaser) and (c) use all reasonable efforts to keep the Shelf     
Registration Statement effective until three years after its effective date, or 
such shorter period ending when (i) all Notes covered by the Shelf Registration 
Statement have been sold in the manner set forth and as contemplated therein or 
(ii) a subsequent Shelf Registration Statement covering all unregistered Old    
Notes has been declared effective under the Securities Act. The Company will, in
the event of the filing of a Shelf Registration Statement, provide to each      
Holder of the Old Notes copies of the prospectus which is a part of the Shelf   
Registration Statement, notify each such Holder when the Shelf Registration     
Statement for the Old Notes has become effective and take certain other actions 
as are required to permit unrestricted resales of the Old Notes. A Holder of Old
Notes that sells such Old Notes pursuant to the Shelf Registration Statement    
generally will be required to be named as a selling securityholder in the       
related prospectus and to deliver a prospectus to purchasers, will be subject to
certain of the civil liability provisions under the Securities Act in connection
with such sales and will be bound by the provisions of the Registration Rights  
Agreement which are applicable to such a Holder (including certain              
indemnification obligations). In addition, each Holder of the Old Notes will be 
required to deliver information to be used in connection with the Shelf         
Registration Statement and to provide comments on the Shelf Registration        
Statement within the time periods set forth in the Registration Rights Agreement
in order to have its Old Notes included in the Shelf Registration Statement and 
to benefit from the provisions regarding liquidated damages set forth in the    
following paragraph.                                                            

 In the event that either (i) the Registration Statement is not filed with
the Commission on or prior to the 90th calendar day following the Issue Date or 
(ii) the Exchange Offer is not consummated, or the Shelf Registration Statement 
is not declared effective on or prior to the 180th calendar day following the   
Issue Date, the Company will pay increased cash interest to each Holder of the  
Old Notes during the first 30 days following the 90-day period referred to in   
(i) above or the first 90 days following the 180-day period referred to in (ii) 
in an amount equal to 0.25% per annum on the Old Notes. The amount of the cash  
interest will increased by an additional 0.25% per annum for each subsequent    
30-day period in the case of (i) above or 90-day period in the case of (ii)     
above, up to a maximum amount of additional cash interest of 1.50% per annum.   
All accrued cash interest shall be paid to record holders of the Old Notes by   
wire transfer of immediately available funds or by federal funds check by the   
Company on each Interest Payment Date. Upon (x) the filing of the Registration  
Statement in the case of clause (i) above, (y) the effectiveness of the         
Registration Statement in the case of clause (ii) above or (z) the consummation 
of the Exchange Offer or the effectiveness of a Shelf Registration Statement, as
the case may be, in the case of clause (iii) above, and provided that none of   
the conditions set forth in clauses (i), (ii) and (iii) above continues to      
exist, such additional interest shall cease to accrue on the Old Notes from the 
date of such filing, effectiveness or consummation.                             

The summary herein of certain provisions of the Registration Rights     
Agreement does not purport to be complete and is subject to, and is qualified in
its entirety by reference to, all the provisions of the                         

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Registration Rights Agreement, a copy of which has been filed as an exhibit to  
the Registration Statement of which this Prospectus forms a part.               

    The Old Notes are designated for trading in the PORTAL market. To the extent
Old Notes are tendered and accepted in the Exchange Offer, the principal amount 
of outstanding Old Notes will decrease with a resulting decrease in the         
liquidity in the market therefor. Following the consummation of the Exchange    
Offer, Holders of Old Notes who were eligible to participate in the Exchange    
Offer but who did not tender their Old Notes will not be entitled to certain    
rights under the Registration Rights Agreement and such Old Notes will continue 
to be subject to certain restrictions on transfer. Accordingly, the liquidity of
the market for the Old Notes could be adversely affected.                       

TERMS OF THE EXCHANGE OFFER                                                     

 Upon the terms and subject to the conditions set forth in this Prospectus
and in the Letter of Transmittal, the Company will accept any and all Old Notes 
validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on   
the Expiration Date. The Company will issue $1,000 principal amount of New Notes
in exchange for each $1,000 principal amount of outstanding Old Notes accepted  
in the Exchange Offer. Holders may tender some or all of their Old Notes        
pursuant to the Exchange Offer. However, Old Notes may be tendered only in      
integral multiples of $1,000.                                                   

The form and terms of the New Notes will be identical in all material   
respects to the form and terms of the Old Notes, except that the New Notes have 
been registered under the Securities Act and therefore will not bear legends    
restricting their transfer and will not contain certain provisions providing for
an increase in the interest rate on the Old Notes under certain circumstances   
relating to the Registration Rights Agreement, which provisions will terminate  
upon the consummation of the Exchange Offer. The New Notes will evidence the    
same debt as the Old Notes and will be entitled to the benefits of the Indenture
under which the Old Notes were, and the New Notes will be, issued.              

  As of the date of this Prospectus, $115,000,000 aggregate principal amount
of the Old Notes are outstanding. The Company has fixed the close of business on
June 30, 1997 as the record date for the Exchange Offer for purposes of         
determining the persons to whom this Prospectus, together with the Letter of    
Transmittal, will initially be sent. As of such date, there were 37 registered  
Holders of the Old Notes.                                                       

Holders of the Old Notes do not have any appraisal or dissenters' rights
under the Delaware General Corporation Law (the "DGCL") or the Indenture in     
connection with the Exchange Offer. The Company intends to conduct the Exchange 
Offer in accordance with the applicable requirements of the Exchange Act and the
rules and regulations of the Commission promulgated thereunder.                 

The Company shall be deemed to have accepted validly tendered Old Notes 
when, as and if the Company has given oral notice (confirmed in writing) oral or
written notice thereof to the Exchange Agent. The Exchange Agent will act as    
agent for the tendering Holders for the purpose of the exchange of Old Notes.   

If any tendered Old Notes are not accepted for exchange because of an   
invalid tender, the occurrence of certain other events set forth herein or      
otherwise, any such unaccepted Old Notes will be returned, without expense, to  
the tendering Holder thereof as promptly as practicable after the Expiration    
Date.                                                                           

  Holders who tender Old Notes in the Exchange Offer will not be required to
pay brokerage commissions or fees or, subject to the instructions in the Letter 
of Transmittal, transfer taxes with respect to the exchange of Old Notes        
pursuant to the Exchange Offer. The Company will pay all charges and expenses,  
other than certain applicable taxes, in connection with the Exchange Offer. See 
"The Exchange Offer--Fees and Expenses."                                        

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EXPIRATION DATE; EXTENSIONS; AMENDMENTS                                         

The term "Expiration Date" shall mean 5:00 p.m., New York City time, on 
August 8, 1997, unless the Company, in its sole discretion, extends the Exchange
Offer, in which case the term "Expiration Date" shall mean the latest date and  
time to which the Exchange Offer is extended.                                   

   In order to extend the Exchange Offer, the Company will notify the Exchange
Agent of any extension by oral notice (confirmed in writing) or written notice  
and will make a public announcement thereof prior to 9:00 a.m., New York City   
time, on the next business day after each previously scheduled expiration date. 

The Company reserves the right, in its sole discretion, (i) to delay    
accepting any Old Notes, to extend the Exchange Offer or, if any of the         
conditions set forth below under "The Exchange Offer--Conditions" shall not have
been satisfied, to terminate the Exchange Offer, by giving oral notice          
(confirmed in writing) or written notice of such delay, extension or termination
to the Exchange Agent or (ii) to amend the terms of the Exchange Offer in any   
manner. Any such delay in acceptance, extension, termination or amendment will  
be followed as promptly as practicable by a public announcement thereof. If the 
Exchange Offer is amended in a manner determined by the Company to constitute a 
material change, the Company will promptly disclose such amendment by means of a
prospectus supplement that will be distributed to the registered Holders, and   
the Company will extend the Exchange Offer for a period of five to 10 business  
days, depending upon the significance of the amendment and the manner of        
disclosure to the registered Holders, if the Exchange Offer would otherwise     
expire during such five- to 10-business-day period.                             

  Without limiting the manner in which the Company may choose to make public
announcement of any delay, extension, termination or amendment of the Exchange  
Offer, the Company shall have no obligation to publish, advertise or otherwise  
communicate any such public announcement, other than by making a timely release 
to the Dow Jones News Service.                                                  

INTEREST ON THE NEW NOTES                                                       

The New Notes will bear interest from July 15, 1997.                    

PROCEDURES FOR TENDERING                                                        

The tender of Old Notes by a Holder thereof pursuant to one of the      
procedures set forth below and the acceptance thereof by the Company will       
constitute a binding agreement between such Holder and the Company in accordance
with the terms and subject to the conditions set forth herein and in the Letter 
of Transmittal. This Prospectus, together with the Letter of Transmittal, will  
first be sent on or about July 8, 1997, to all Holders of Old Notes known to the
Company and the Exchange Agent.                                                 

Only a Holder of the Old Notes may tender such Old Notes in the Exchange
Offer. A Holder who wishes to tender any Old Notes for exchange pursuant to the 
Exchange Offer must transmit a properly completed and duly executed Letter of   
Transmittal, or a facsimile thereof, or an Agent's Message, including any other 
required documents, to the Exchange Agent prior to 5:00 p.m., New York City     
time, on the Expiration Date. In addition, either (i) the certificates for such 
Old Notes must be received by the Exchange Agent along with the Letter of       
Transmittal or (ii) a timely confirmation of a book-entry transfer (a           
"Book-Entry Confirmation") of such Old Notes, if such procedure is available,   
into the Exchange Agent's account at The Depository Trust Company (the          
"Book-Entry Transfer Facility") pursuant to the procedure for book-entry        
transfer described below, must be received by the Exchange Agent prior to the   
Expiration Date or (iii) the Holder must comply with the guaranteed delivery    
procedures described below. To be tendered effectively, the Old Notes, Letter of
Transmittal or Agent's Message and other required documents must be received by 
the Exchange Agent at the address set forth below under "Exchange Agent" prior  
to 5:00 p.m., New York City time, on the Expiration Date.                       

 The term "Agent's Message" means a message, transmitted by the Book-Entry
Transfer Facility to, and received by, the Exchange Agent and forming a part of 
a Book-Entry Confirmation, which states that                                    

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such Book-Entry Transfer Facility has received an express acknowledgment from   
the participant in such Book-Entry Transfer Facility tendering Old Notes which  
are the subject of such Book-Entry Confirmation that such participant has       
received and agrees to be bound by the terms of the Letter of Transmittal, and  
that the Company may enforce such agreement against such participant.           

 THE METHOD OF DELIVERY OF OLD NOTES AND THE LETTER OF TRANSMITTAL AND ALL
OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT THE ELECTION AND RISK OF   
THE HOLDER. INSTEAD OF DELIVERY BY MAIL, IT IS RECOMMENDED THAT HOLDERS USE AN  
OVERNIGHT OR HAND DELIVERY SERVICE. IF SENT BY MAIL, IT IS RECOMMENDED THAT     
REGISTERED MAIL, RETURN RECEIPT REQUESTED, BE USED AND PROPER INSURANCE BE      
OBTAINED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY TO 
THE EXCHANGE AGENT BEFORE THE EXPIRATION DATE. NO LETTER OF TRANSMITTAL OR OLD  
NOTES SHOULD BE SENT TO THE COMPANY.                                            

    Any beneficial owner whose Old Notes are registered in the name of a broker,
dealer, commercial bank, trust company or other nominee and who wishes to tender
should contact the registered Holder promptly and instruct such registered      
Holder to tender on such beneficial owner's behalf. If such beneficial owner    
wishes to tender on such beneficial owner's own behalf, such beneficial owner   
must, prior to completing and executing the Letter of Transmittal or delivering 
an Agent's Message and delivering such beneficial owner's Old Notes, either make
appropriate arrangements to register ownership of the Old Notes in such         
beneficial owner's name or obtain a properly completed bond power from the      
registered Holder. The transfer of registered ownership may take considerable   
time.                                                                           

    Signatures on a Letter of Transmittal or a notice of withdrawal, as the case
may be, must be guaranteed by an Eligible Institution (as defined herein) unless
the Old Notes tendered pursuant thereto are tendered (i) by a registered Holder 
who has not completed the box entitled "Special Registration Instructions" or   
"Special Delivery Instructions" on the Letter of Transmittal or (ii) for the    
account of an Eligible Institution. In the event that signatures on a Letter of 
Transmittal or a notice of withdrawal, as the case may be, are required to be   
guaranteed, such guarantee must be by a member firm of a registered national    
securities exchange or of the National Association of Securities Dealers,Inc., a
commercial bank or trust company having an office or correspondent in the United
States or an "eligible guarantor institution" within the meaning of Rule 17Ad-15
promulgated under the Exchange Act (an "Eligible Institution").                 

    If the Letter of Transmittal is signed by a person other than the registered
Holder of any Old Notes listed therein, such Old Notes must be endorsed or      
accompanied by a properly completed bond power, signed by such registered Holder
as such registered Holder's name appears on such Old Notes.                     

  If the Letter of Transmittal or any Old Notes or bond powers are signed by
trustees, executors, adminstrators, guardians, attorneys-in-fact, officers of   
corporations or others acting in a fiduciary or representative capacity, such   
persons should so indicate when signing, and unless waived by the Company,      
evidence satisfactory to the Company of their authority to so act must be       
submitted with the Letter of Transmittal.                                       

All questions as to the validity, form, eligibility (including time of  
receipt), acceptance and withdrawal of tendered Old Notes will be determined by 
the Company in its sole discretion, which determination will be final and       
binding. The Company reserves the absolute right to reject any and all Old Notes
not properly tendered or any Old Notes the Company's acceptance of which would, 
in the opinion of counsel for the Company, be unlawful. The Company also        
reserves the right to waive any defects, irregularities or conditions of tender 
as to particular Old Notes. The Company's interpretation of the terms and       
conditions of the Exchange Offer (including the instructions in the Letter of   
Transmittal) will be final and binding on all parties. Unless waived, any       
defects or irregularities in connection with tenders of Old Notes must be cured 
within such time as the Company shall determine. Although the Company intends to
notify Holders of defects or irregularities with respect to tenders of Old      
Notes, neither the Company, the Exchange Agent nor any other person shall incur 
any liability for failure to give such notification. Tenders of Old Notes will  
not be deemed to have been made until such defects or irregularities have been  
cured or waived. Any Old                                                        

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Notes received by the Exchange Agent that the Company determines are not        
properly tendered and as to which the defects or irregularities have not been   
cured or waived will be returned by the Exchange Agent to the tendering Holders,
unless otherwise provided in the Letter of Transmittal, as soon as practicable  
following the Expiration Date.                                                  

    By tendering, each Holder will represent to the Company, among other things,
that (i) the New Notes acquired by the Holder and any beneficial owners of Old  
Notes pursuant to the Exchange Offer are being obtained in the ordinary course  
of business of the persons receiving such New Notes, (ii) neither the Holder nor
such beneficial owner has an arrangement with any person to participate in the  
distribution of such New Notes, (iii) neither the Holder nor such beneficial    
owner nor any such other person is engaging in or intends to engage in a        
distribution of such New Notes and (iv) neither the Holder nor any such other   
person is an "affiliate," as defined under Rule 405 promulgated under the       
Securities Act, of the Company. Each broker-dealer that receives New Notes for  
its own account in exchange for Old Notes, where such Old Notes were acquired by
such broker-dealer as a result of market-making activities or other trading     
activities (other than Old Notes acquired directly from the Company), may       
participate in the Exchange Offer but may be deemed an "underwriter" under the  
Securities Act and, therefore, must acknowledge in the Letter of Transmittal    
that it will deliver a prospectus in connection with any resale of such New     
Notes. The Letter of Transmittal states that by so acknowledging and by         
delivering a prospectus, a broker-dealer will not be deemed to admit that it is 
an "underwriter" within the meaning of the Securities Act. See "Plan of         
Distribution."                                                                  

BOOK-ENTRY TRANSFER                                                             

   The Exchange Agent will make a request to establish an account with respect
to the Old Notes at the Book-Entry Transfer Facility for purposes of the        
Exchange Offer within two business days after the date of this Prospectus, and  
any financial institution that is a participant in the Book-Entry Transfer      
Facility's system may make book-entry delivery of Old Notes by causing the      
Book-Entry Transfer Facility to transfer such Old Notes into the Exchange       
Agent's account at the Book-Entry Transfer Facility in accordance with such     
Book-Entry Transfer Facility's procedures for transfer. However, although       
delivery of Old Notes may be effected through book-entry transfer at the        
Book-Entry Transfer Facility, the Letter of Transmittal or facsimile thereof, or
an Agent's Message, with any required signature guarantees and any other        
required documents, must, in any case, be transmitted to and received by the    
Exchange Agent at one of the addresses set forth below under "The Exchange      
Offer--Exchange Agent" on or prior to the Expiration Date or the guaranteed     
delivery procedures described below must be complied with.                      

GUARANTEED DELIVERY PROCEDURES                                                  

  Holders who wish to tender their Old Notes and (i) whose Old Notes are not
immediately available or (ii) who cannot deliver their Old Notes, the Letter of 
Transmittal or any other required documents to the Exchange Agent prior to the  
Expiration Date may effect a tender if:                                         

(a) the tender is made through an Eligible Institution;         

       (b) prior to the Expiration Date, the Exchange Agent receives from such
Eligible Institution a properly completed and duly executed Notice of   
Guaranteed Delivery (by facsimile transmission, mail or hand delivery)  
   setting forth the name and address of the Holder, the certificate number(s)
 of such Old Notes and the principal amount of Old Notes tendered, stating
 that the tender is being made thereby and guaranteeing that, within three
  New York Stock Exchange trading days after the Expiration Date, the Letter
  of Transmittal (or facsimile thereof) or an Agent's Message, together with
    the certificate(s) representing the Old Notes, or a Book-Entry Confirmation,
and any other documents required by the Letter of Transmittal will be   
deposited by the Eligible Institution with the Exchange Agent; and      

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  (c) such properly completed and executed Letter of Transmittal (or
facsimile thereof) or an Agent's Message, as well as the certificate(s) 
   representing all tendered Old Notes in proper form for transfer, or a Book-
  Entry Confirmation, as the case may be, and all other document required by
 the Letter of Transmittal are received by the Exchange Agent within three
New York Stock Exchange trading days after the Expiration Date.         

   Upon request to the Exchange Agent, a Notice of Guaranteed Delivery will be
sent to Holders who wish to tender their Old Notes according to the guaranteed  
delivery procedures set forth above.                                            

WITHDRAWAL OF TENDERS                                                           

To withdraw a tender of Old Notes in the Exchange Offer, a written or   
facsimile transmission notice of withdrawal must be received by the Exchange    
Agent at its address set forth herein prior to 5:00 p.m., New York City time, on
the Expiration Date. Any such notice of withdrawal must (i) specify the name of 
the person having deposited the Old Notes to be withdrawn (the "Depositor"),    
(ii) identify the Old Notes to be withdrawn (including the certificate number or
numbers and principal amount of such Old Notes), (iii) be signed by the Holder  
in the same manner as the original signature on the Letter of Transmittal by    
which such Old Notes were tendered (including any required signature guarantees)
or be accompanied by documents of transfer sufficient to have the Trustee with  
respect to the Old Notes register the transfer of such Old Notes into the name  
of the persons withdrawing the tender and (iv) specify the name in which any    
such Old Notes are to be registered, if different from that of the Depositor. If
certificates for Old 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 a signed notice of withdrawal with signatures guaranteed by an    
Eligible Institution unless such Holder is an Eligible Institution. If Old 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 Book-Entry Transfer Facility to be credited with the withdrawn Old Notes 
and otherwise comply with the procedures of such facility. All questions as to  
the validity, form and eligibility (including time of receipt) of such notices  
will be determined by the Company in its sole discretion, which determination   
shall be final and binding on all parties. Any Old Notes so withdrawn will be   
deemed not to have been validly tendered for purposes of the Exchange Offer and 
no New Notes will be issued with respect thereto unless the Old Notes so        
withdrawn are validly retendered. Properly withdrawn Old Notes may be retendered
by following one of the procedures described above under "The Exchange Offer--  
Procedures for Tendering" at any time prior to the Expiration Date.             

Any Old Notes which have been tendered but which are not accepted for   
payment due to withdrawal, rejection of tender or termination of the Exchange   
Offer will be returned as soon as practicable to the Holder thereof without cost
to such Holder (or, in the case of Old Notes tendered by book-entry transfer    
into the Exchange Agent's account at the Book-Entry Transfer Facility pursuant  
to the book-entry transfer procedures described above, such Old Notes will be   
credited to an account maintained with such Book-Entry Transfer Facility for the
Old Notes).                                                                     

CONDITIONS                                                                      

   Notwithstanding any other term of the Exchange Offer, the Company shall not
be required to accept for exchange, or exchange New Notes for, any Old Notes,   
and may terminate the Exchange Offer as provided herein before the acceptance of
such Old Notes, if:                                                             

     (a) the Exchange Offer shall violate applicable law or any applicable
interpretation of the staff of the Commission; or                       

        (b) any action or proceeding is instituted or threatened in any court or
  by any governmental agency that might materially impair the ability of the
Company to proceed with the Exchange Offer or                           

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any material adverse development has occurred in any existing action or 
proceeding with respect to the Company; or                              

       (c) any governmental approval has not been obtained, which approval the
Company shall deem necessary for the consummation of the Exchange Offer.

   If the Company determines in its sole discretion that any of the conditions
are not satisfied, the Company may (i) refuse to accept any Old Notes and return
all tendered Old Notes to the tendering Holders (or, in the case of Old Notes   
tendered by book-entry transfer into the Exchange Agent's account at the Book-  
Entry Transfer Facility pursuant to the book-entry transfer procedures described
above, such Old Notes will be credited to an account maintained with such Book- 
Entry Transfer Facility), (ii) extend the Exchange Offer and retain all Old     
Notes tendered prior to the expiration of the Exchange Offer, subject, however, 
to the rights of Holders to withdraw such Old Notes (see "The Exchange Offer--  
Withdrawal of Tenders") or (iii) waive such unsatisfied conditions with respect 
to the Exchange Offer and accept all properly tendered Old Notes which have not 
been withdrawn. If such waiver constitutes a material change to the Exchange    
Offer, the Company will promptly disclose such waiver by means of a prospectus  
supplement that will be distributed to the registered Holders, and the Company  
will extend the Exchange Offer for a period of five to 10 business days,        
depending upon the significance of the waiver and the manner of disclosure to   
the registered Holders, if the Exchange Offer would otherwise expire during such
five- to 10-business-day period.                                                

EXCHANGE AGENT                                                                  

    United States Trust Company of New York has been appointed as Exchange Agent
for the Exchange Offer. 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:                                                     

                                                        [Enlarge/Download Table]
                                                                                     
         BY MAIL:               BY HAND TO 4:30 P.M.:     BY OVERNIGHT COURIER AND BY
United States Trust Company  United States Trust Company     HAND AFTER 4:30 P.M.:   
        of New York                  of New York          United States Trust Company
       P.O. Box 843                 111 Broadway                  of New York        
      Cooper Station          New York, New York 10006     770 Broadway, 13th Floor  
 New York, New York 10276      Attention: Lower Level      New York, New York 10003  
Attention: Corporate Trust     Corporate Trust Window     Attention: Corporate Trust 
         Services                                               Redemption Unit      

                                FOR INFORMATION CALL:                                
                                    800-548-6565                                     

FEES AND EXPENSES                                                               

The expenses of soliciting tenders will be borne by the Company. The    
principal solicitation is being made by mail; however, additional solicitation  
may be made by telegraph, telephone or in person by officers and regular        
employees of the Company and its affiliates.                                    

The Company has not retained any dealer-manager in connection with the  
Exchange Offer and will not make any payments to brokers, dealers or others     
soliciting acceptances of the Exchange Offer. The Company, however, will pay the
Exchange Agent reasonable and customary fees for its services and will reimburse
it for its reasonable out-of-pocket expenses in connection therewith.           

   The cash expenses to be incurred in connection with the Exchange Offer will
be paid by the Company. Such expenses include fees and expenses of the Exchange 
Agent and Trustee, accounting and legal fees and printing costs, among others.  

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   The Company will pay all transfer taxes, if any, applicable to the exchange
of Old Notes pursuant to the Exchange Offer. If, however, certificates          
representing New Notes or Old Notes for principal amounts not tendered or       
accepted for exchange are to be delivered to, or are to be issued in the name   
of, any person other than the registered Holder of the Old Notes tendered, or if
tendered Old Notes are registered in the name of any person other than the      
person signing the Letter of Transmittal, or if a transfer tax is imposed for   
any reason other than the exchange of Old Notes pursuant to the Exchange Offer, 
then the amount of any such transfer taxes (whether imposed on the registered   
Holder or any other person) will be payable by the tendering Holder. If         
satisfactory evidence of payment of such taxes or exemption therefrom is not    
submitted with the Letter of Transmittal, the amount of such transfer taxes will
be billed directly to such tendering Holder.                                    

ACCOUNTING TREATMENT                                                            

   The New Notes will be recorded at the same carrying value as the Old Notes,
which is face value less accrued original issue discount, as reflected in the   
Company's accounting records on the date of the exchange. Accordingly, no gain  
or loss for accounting purposes will be recognized. The expenses of the Exchange
Offer and the unamortized expenses related to the issuance of the Old Notes will
be amortized over the term of the New Notes.                                    

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THE QUALITY FOODS ACQUISITION 

THE ACQUISITION                                                                 

On December 31, 1996, CFP Holdings completed the acquisition of Quality 
Foods pursuant to the Acquisition Agreement among Quality Foods, the limited    
partners of Quality Foods, the stockholders of the two general partners of      
Quality Foods (the "General Partners"), CFP Holdings and the other signatories  
thereto. Pursuant to the Acquisition Agreement, CFP Holdings acquired all of the
issued and outstanding capital stock of the General Partners and substantially  
all of the limited partnership interests of Quality Foods owned by its limited  
partners. The remaining limited partnership interests were exchanged by certain 
members of management of Quality Foods for common stock of CFP Group, which     
represents, in the aggregate, approximately 7.4% of the fully-diluted common    
stock of CFP Group. Immediately following the acquisition of all such interests,
CFP Group contributed the Rollover Interests to CFP Holdings and CFP Holdings   
then contributed the limited partnership interests acquired pursuant to the     
Acquisition Agreement and the Rollover Interests to QF Acquisition Corp. The    
Quality Foods partnership thereby terminated and QF Acquisition Corp. became a  
wholly-owned subsidiary of CFP Holdings. Simultaneously with the consummation of
the foregoing, each person owning capital stock of CFP Holdings exchanged each  
share of capital stock held by such person for an equivalent share of capital   
stock of CFP Group (the "Recapitalization"). See "Principal Stockholders." In   
addition, in connection with the consummation of the Acquisition, CFP Group     
assumed all obligations of CFP Holdings pursuant to the CFP Holdings 1995 Stock 
Option Plan, whereupon each issued and outstanding option to acquire nonvoting  
capital stock of CFP Holdings was converted into an option to acquire equivalent
shares of nonvoting common stock of CFP Group.                                  

The Company initially paid $64.0 million for the issued and outstanding 
shares of the General Partners and all the limited partnership interests        
(excluding the Rollover Interests) of Quality Foods, and refinanced and assumed 
$23.2 million of indebtedness of Quality Foods. The Acquisition Agreement       
provided for a dollar-for-dollar post-closing adjustment of the purchase price  
in the event that closing working capital of Quality Foods was less than or     
greater than $10.1 million. "Closing working capital" is defined as total       
current assets less total current liabilities of Quality Foods and the General  
Partners (on a combined basis), subject to certain specified exceptions.        
Pursuant to such post-closing adjustment provisions, the cash purchase price    
paid to the Sellers was reduced by $354,000 to $63.7 million.                   

The Acquisition Agreement contains certain customary representations,   
warranties and covenants. With certain exceptions, the representations and      
warranties expire 30 days following the receipt by CFP Holdings of Quality      
Foods' audited consolidated financial statements for the fiscal year ending     
December 31, 1997 (the "Initial Survival Date"). The Acquisition Agreement      
requires the stockholders of the General Partners and the limited partners of   
Quality Foods (collectively, the "Sellers") to indemnify CFP Holdings and its   
affiliates for inaccuracies in the representations and warranties in the        
Acquisition Agreement, and for the failure of any such party to comply with     
covenants made in the Acquisition Agreement. In order to secure the indemnity   
obligations of the Sellers, $5.0 million of the purchase price otherwise payable
to the Sellers was placed in escrow until (i) the seventh anniversary of the    
closing of the Acquisition, subject to the release of $2.9 million (less any    
claims previously made against the escrow, plus interest accrued thereon) after 
the Initial Survival Date and (ii) the release on the fifth anniversary of the  
closing of the Acquisition of all but $1.0 million (plus the sum of (x) any     
claims previously made against the escrow and (y) $100,000, to the extent       
certain environmental matters relating to the Philadelphia facility have not    
been resolved by such time, plus interest accrued thereon) of the remaining     
escrowed amount. Subject to certain exceptions, the indemnification obligations 
of the Sellers with respect to inaccuracies in representations and warranties   
and breaches of covenants is subject to a deductible of $500,000 and an         
aggregate maximum liability of $7.0 million.                                    

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FINANCING OF THE ACQUISITION                                                    

  In connection with the Acquisition and certain other transactions referred
to herein, $113.3 million was required, the sources and uses of which were as   
follows:                                                                        

                                                        [Enlarge/Download Table]

                                                                                     (IN     
                                                                                 THOUSANDS)  
                                                                                -------------
                                                                                             
Sources of Funds:                                                                            
  Cash on hand.................................................................  $     6,629 
  Bank Credit Agreement(1)                                                                   
    Revolving Credit Facility..................................................        3,686 
    Term Loans.................................................................       76,000 
  Bridge Notes.................................................................       25,000 
  Rollover Interests...........................................................        1,500 
  Equity investment in CFP Group by Quality Foods' management..................          500 
                                                                                -------------
      Total sources............................................................  $   113,315 
                                                                                -------------
                                                                                -------------
Uses of Funds:                                                                               
  Cash purchase price paid to Sellers--net of post-closing adjustment..........  $    63,680 
  Rollover Interests...........................................................        1,500 
  Refinance Quality Foods' and CFP Holdings' indebtedness......................       37,585 
  Repurchase of CFP Holdings' outstanding common stock(2)......................        2,044 
  Loans to Quality Foods' management for equity investment.....................          343 
  Payment of estimated transaction fees and expenses(3)........................        8,163 
                                                                                -------------
      Total uses...............................................................  $   113,315 
                                                                                -------------
                                                                                -------------

------------------------                                                        
(1) For a description of the Revolving Credit Facility and the Term Loans, see  
"Description of Bank Credit Agreement."                                 

(2) Represents purchase of equity interests of certain former employees and     
stockholders of CFP Holdings.                                           

(3) Includes fees and expenses paid by the Company in connection with the       
Acquisition, the Bridge Notes and the Bank Credit Agreement.            

USE OF PROCEEDS 

  The Company will not receive any proceeds from the Exchange Offer. The net
proceeds received by the Company from the sale of the Old Notes were $109.8     
million after deducting underwriting discounts and offering expenses. The net   
proceeds from the issuance of the Old Notes were used (i) to repay $66.0 million
principal amount of the Term Loans, (ii) to repay $25.0 million of Bridge Notes,
(iii) to fund the payment of a $16.0 million cash distribution to the holders of
CFP Group's Class A Voting and Nonvoting Common Stock (the "Distribution") and  
(iv) to repay $2.8 million of borrowings under the Revolving Credit Facility.   

 The following is a description of the sources and uses of proceeds of the
Offering.                                                                       

                                                        [Enlarge/Download Table]

                                                                                     (IN     
                                                                                 THOUSANDS)  
                                                                                -------------
                                                                                             
Sources:                                                                                     
  Old Notes Offering...........................................................  $   109,844 
                                                                                -------------
                                                                                -------------
Uses:                                                                                        
  Repay Term Loans.............................................................  $    66,000 
  Repay Bridge Notes...........................................................       25,000 
  Fund the Distribution........................................................       16,000 
  Repay borrowings under the Revolving Credit Facility.........................        2,844 
                                                                                -------------
        Total uses.............................................................  $   109,844 
                                                                                -------------
                                                                                -------------

    Borrowings under the Revolving Credit Facility and the Term Loan A mature in
June 2002. On the date hereof, the Term Loan A bears interest at the rate of    
10 1/4% per annum and borrowings under the Revolving Credit Facility bear       
interest at the rate of 7 31/32% per annum.                                     

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CAPITALIZATION

   The following table sets forth the consolidated capitalization of CFP Group
at March 31, 1997. The Exchange Offer will not affect the Company's             
capitalization.                                                                 

                                                        [Enlarge/Download Table]

                                                                                                   MARCH 31, 1997
                                                                                                   --------------
                                                                                                                 
                                                                                                   (IN THOUSANDS)
Short-term debt, including current maturities of long-term debt...................................   $    1,991  
                                                                                                   --------------
                                                                                                   --------------
Long-term debt:                                                                                                  
  Capital lease obligations.......................................................................        5,862  
  Industrial revenue bonds and other debt.........................................................        7,877  
  Bank Credit Agreement                                                                                          
    Term Loans....................................................................................        8,625  
    Revolving Credit Facility.....................................................................          500  
  11 5/8% Senior Guaranteed Notes Due 2004........................................................      115,000  
                                                                                                   --------------
    Total long-term debt(1).......................................................................      137,864  
                                                                                                   --------------
Redeemable common stock...........................................................................        2,319  
Common stockholders' deficiency...................................................................      (19,383) 
                                                                                                   --------------
  Total capitalization............................................................................   $  120,800  
                                                                                                   --------------
                                                                                                   --------------

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

(1) For a description of the Company's long-term debt, see Note 7 to CFP Group's
Consolidated Financial Statements.                                      

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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS 

   The Unaudited Pro Forma Condensed Combined Statements of Operations for the
year ended September 30, 1996 and for the six months ended March 31, 1997 give  
effect to the Acquisition, the Offering and the application of the net proceeds 
therefrom and the other transactions referred to herein, as if each of the      
foregoing had occurred on October 1, 1995. The acquisition of Quality Foods has 
been accounted for as a purchase.                                               

  The Unaudited Pro Forma Condensed Combined Statements of Operations should
be read in conjunction with the "Use of Proceeds," "Capitalization," "Selected  
Historical Financial Statements of CFP Group," "Selected Historical Financial   
Statements of Quality Foods" and "Management's Discussion and Analysis of       
Financial Condition and Results of Operations" appearing elsewhere in this      
Prospectus. The pro forma data do not purport to represent what the Company's   
actual results of operations would have been had such transactions in fact      
occurred on such dates. The pro forma statement of operations also does not     
purport to project the results of operations of the Company for the current year
or for any other period.                                                        

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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS 

                                                        [Enlarge/Download Table]

                                                                             YEAR ENDED SEPTEMBER 30, 1996              
                                                                --------------------------------------------------------
                                                                                                                        
                                                                 CFP GROUP   QUALITY FOODS     PRO FORMA                
                                                                HISTORICAL    HISTORICAL    ADJUSTMENTS (1)   PRO FORMA 
                                                                -----------  -------------  ---------------  -----------


                                                                                     (IN THOUSANDS)                     
                                                                                                                        
Net sales......................................................  $  65,996     $  90,649                      $ 156,645 
Cost of sales..................................................     53,818        69,254                        123,079 
                                                                -----------  -------------                   -----------
Gross profit...................................................     12,178        21,395                         33,573 
Operating expenses.............................................      5,512         7,720       $   2,696(2)      15,635 
                                                                                                    (293)(3)            
Other charges..................................................      4,996(4)       1,288(5)                      6,284 
                                                                -----------  -------------       -------     -----------
  Income (loss) from operations................................      1,670        12,387          (2,403)        11,654 
Interest expense...............................................      3,232         1,851          11,707(6)      16,790 
                                                                -----------  -------------       -------     -----------
  Income (loss) before income taxes............................     (1,562)       10,536         (14,110)        (5,136)
Provision (benefit) for income taxes...........................       (409)        4,214(7)       (5,644)(8)     (1,839)
                                                                -----------  -------------       -------     -----------
  Net income (loss)............................................  $  (1,153)    $   6,322       $  (8,466)     $  (3,297)
                                                                -----------  -------------       -------     -----------
                                                                -----------  -------------       -------     -----------

OTHER DATA:                                                                                                             
  Pro forma EBITDA (9).........................................                                               $  24,598 
  Depreciation and amortization................................                                                   5,862 
  Cash interest expense (10)...................................                                                  15,713 
  Ratio of earnings to fixed charges (11)......................                                                  --     

                                                        [Enlarge/Download Table]

                                                                 CFP GROUP   QUALITY FOODS                               
                                                                HISTORICAL    HISTORICAL                                 
                                                                SIX MONTHS   THREE MONTHS                                
                                                                   ENDED         ENDED                                   
                                                                 MARCH 31,   DECEMBER 31,      PRO FORMA                 
                                                                   1997          1996       ADJUSTMENTS (1)   PRO FORMA  
                                                                -----------  -------------  ---------------  ----------- 

                                                                                                                         
Net sales......................................................  $  60,529     $  21,049                      $  81,578  
Cost of sales..................................................     52,276        18,153                         70,429  
                                                                -----------  -------------                   ----------- 
Gross profit...................................................      8,253         2,896                         11,149  
Operating expenses.............................................      7,474         1,729       $     665(2)       8,006  
                                                                                                  (1,862)(3)             
Other charges..................................................                    3,325          (2,986)(3)        339  
                                                                -----------  -------------       -------     ----------- 
  Income from operations.......................................        779        (2,158)          4,183          2,804  
Interest expense...............................................      4,681           503           3,028(6)       8,212  
                                                                -----------  -------------       -------     ----------- 
  Income (loss) before income taxes............................     (3,902)       (2,661)          1,155         (5,408) 
Provision (benefit) for income taxes...........................       (541)       (1,064) (7)          462(8)     (1,143)
                                                                -----------  -------------       -------     ----------- 
  Net income (loss)............................................  $  (3,361)    $  (1,597)      $     693      $  (4,265) 
                                                                -----------  -------------       -------     ----------- 
                                                                -----------  -------------       -------     ----------- 
OTHER DATA:                                                                                                              
  Pro forma EBITDA(9)..........................................                                               $   8,281  
  Depreciation and amortization................................                                                   3,566  
  Cash interest expense(10)....................................                                                   7,935  
  Ratio of earnings to fixed charges(11).......................                                                  --      

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CFP GROUP 
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

(1) The Acquisition occurred on December 31, 1996, and the results of operations
of CFP Group include the operations of Quality Foods from that date.    
Simultaneous with the Acquisition, each person owning capital stock (or 
options to acquire capital stock) of CFP Holdings exchanged their equity
  interests for equivalent interests of capital stock (or options to acquire
capital stock) of CFP Group.                                            

(2) For the year ended September 30, 1996, reflects the amortization expense of 
 $3.1 million per year for the amortization over 20 years of the excess of
   the purchase cost of Quality Foods over net assets acquired ($62.6) million
    less the historical amortization of Quality Foods' goodwill and organization
costs of $468,000 per year. For the six months ended March 31, 1997,    
    reflects amortization expense of $782,000 for the amortization of the excess
   of the purchase cost of Quality Foods over net assets acquired, which would
 have been recorded in the three months ended March 31, 1996, prior to the
    acquisition, less the historical amortization of Quality Foods' goodwill and
  organization costs of $117,000 recorded in the three months ended December
31, 1996.                                                               

(3) For the year ended September 30, 1996, reflects the net elimination of      
$293,000 of expenses as follows: (i) legal and accounting fees and other
 expenses of Quality Foods and CFP Holdings relating to the Acquisition of
    $235,000 and (ii) the contractual decrease in management and consultant fees
of $128,000, offset by contractually increased executive salaries of    
  management of Quality Foods of $70,000. For the six months ended March 31,
  1997, reflects the net elimination of $1.9 million from operating expenses
as follows: (i) closing bonuses to CFP Holdings' and Quality Foods'     
management of $500,000, (ii) the contractual decrease in management and 
   consultant fees of $20,000, (iii) elimination of CFP Holdings' compensation
    charges of $1.4 million relating to the repurchase of common stock issued in
   connection with the exercise of stock options, offset by (iv) contractually
    increased executive salaries of management of Quality Foods of $10,000. Also
 for the quarter ended December 31, 1996, reflects the elimination of $3.0
million from other charges for expenses related to the acquisition of   
Quality Foods.                                                          

(4) Represents the termination payment associated with the Sales Brokerage      
Agreement.                                                              

(5) Represents facility start-up and relocation costs associated with the       
Philadelphia Consolidation.                                             

(6) Reflects the estimated increase in interest expense as if the Acquisition,  
    the Offering and the application of the estimated net proceeds therefrom and
  the other transactions referred to herein had occurred on October 1, 1995.
 In as much as the Bridge Notes and $66.0 million of the Term Loans, which
are being repaid from the net proceeds of the Offering, were not in     
 existence during the year ended September 30, 1996, no effect is given to
  such borrowings. Pro forma interest expense is comprised of the following:

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                                                           YEAR ENDED       SIX MONTHS ENDED 
                                                       SEPTEMBER 30, 1996    MARCH 31, 1997  
                                                       ------------------  ------------------
                                                                                             
                                                                   (IN THOUSANDS)            
Interest expense on the Notes in the principal amount                                        
  of $115.0 million and Term Loans in the principal                                          
  amount of $10.0 million with an estimated weighted                                         
  average interest rate of 11.40%.....................     $   14,219          $    3,554    
Assumed average utilization of Revolving Credit                                              
  Facility............................................            (76)                (36)   
Amortization of deferred financing costs related to                                          
  the Offering and a portion of the Bank Credit                                              
  Agreement...........................................          1,026                 277    
Less interest expense and amortization related to                                            
  retired debt........................................         (3,462)               (767)   
                                                              -------             -------    
Net adjustment........................................     $   11,707          $    3,028    
                                                              -------             -------    
                                                              -------             -------    

   A 1/8% increase in the assumed interest rates applicable to the Bank Credit
Agreement would increase pro forma interest expense by $14,000 per year.

(7) Quality Foods was taxed as a partnership for federal and state income tax   
   purposes prior to the Acquisition. Pro forma provision for income taxes and
  pro forma net income reflect the pro forma effect of income taxes as if it
had been taxed as a C corporation.                                      

(8) The provision (benefit) for income taxes is computed by applying the        
estimated combined statutory rate of 40%.                               

(9) For the year ended September 30, 1996, pro forma EBITDA consists of EBITDA, 
    adjusted to eliminate the following non-recurring charges: (i) costs of $5.7
   million associated with the termination of the Sales Brokerage Agreement by
Custom Foods consisting of (a) the $5.0 million cash payment, (b)       
commissions of $570,000 and other costs of $99,000 paid under the Sales 
    Brokerage Agreement during the fiscal year and prior to the termination, (c)
 $75,000 associated with a consulting agreement entered into in connection
with the termination, less (d) the incremental costs associated with an 
  additional in-house salesperson of $65,000; (ii) the facility start-up and
   relocation costs related to the Philadelphia Consolidation of $1.3 million;
and (iii) the start-up costs for a new production line located in Custom
Foods' Kentucky facility of $119,000. For the six months ended March 31,
1997, pro forma EBITDA consists of EBITDA, adjusted to eliminate the    
 following non-recurring charges: (i) $65,000 associated with a consulting
agreement entered into in connection with the termination of the Sales  
   Brokerage Agreement; (ii) the elimination of the impact on cost of sales of
    the purchase accounting write-up of Quality Foods inventory of $1.5 million;
and (iii) the facility start-up and relocation costs related to the     
  Philadelphia Consolidation of $339,000. EBITDA is the sum of income before
   income taxes and interest, depreciation and amortization expense. EBITDA is
    presented because it is a widely accepted financial indicator of a company's
    ability to service indebtedness. However, EBITDA should not be considered as
an alternative to income from operations or to cash flows from operating
  activities (as determined in accordance with generally accepted accounting
principles) and should not be construed as an indication of a company's 
   operating performance or as a measure of liquidity. The Company's pro forma
EBITDA is derived as follows:                                           

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                                                            YEAR ENDED      SIX MONTHS ENDED 
                                                        SEPTEMBER 30, 1996   MARCH 31, 1997  
                                                        ------------------  -----------------
                                                                                             
                                                                   (IN THOUSANDS)            
Loss before income taxes...............................     $   (5,136)         $  (5,408)   
Non-recurring charges and expenses:                                                          
  Custom Foods:                                                                              
    Net impact of the termination of the Sales                                               
      Brokerage Agreement by Custom Foods..............          5,675                 65    
    Start-up costs for new production line.............            119                 --    
  Quality Foods:                                                                             
    Philadelphia Consolidation start-up and                                                  
      relocation.......................................          1,288                339    
    Elimination of the impact on cost of sales of the                                        
      purchase accounting write-up of Quality Foods                                          
      inventory........................................                             1,507    
Depreciation and amortization..........................          5,862              3,566    
Interest expense.......................................         16,790              8,212    
                                                               -------            -------    
Pro forma EBITDA.......................................     $   24,598          $   8,281    
                                                               -------            -------    
                                                               -------            -------    

(10) Cash interest expense for the year ended September 30, 1996, consists of   
 interest expense of $16.8 million less amortization of deferred financing
costs of $1.0 million and is exclusive of capitalized interest paid of  
$593,000. Cash interest expense for the six months ended March 31, 1997,
  consists of interest expense of $8.2 million less amortization of deferred
financing costs of $277,000.                                            

(11) In calculating the ratio of earnings to fixed charges, earnings consist of 
income before taxes plus fixed charges (excluding capitalized interest).
 Fixed charges consist of interest expense (which includes amortization of
  deferred financing costs) whether expensed or capitalized and one-third of
rental expense, deemed representative of that portion of rental expense 
   attributable to interest. Pro forma earnings were inadequate to cover fixed
charges by $5.7 million for the year ended September 30, 1996, and $5.4 
million for the six months ended March 31, 1997.                        

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SELECTED HISTORICAL FINANCIAL DATA OF QUALITY FOODS 

The following Selected Historical Financial Data should be read in      
conjunction with the financial statements and related notes of Quality Foods and
other financial data included elsewhere in this Prospectus. The balance sheet   
data presented below as of December 31, 1992, 1993, 1994, 1995 and 1996 and the 
statement of operations data presented below for the period July 20, 1992 to    
December 31, 1992 and the years ended December 31, 1993, 1994, 1995 and 1996 are
derived from the audited financial statements of Quality Foods. The balance     
sheet data as of July 19, 1992 and the statement of operations data for the year
ended December 31, 1991 and the period from January 1, 1992 to July 19, 1992 are
derived from the audited financial statements of William Cohen and Son Co.,     
Inc., Quality Foods' predecessor.                                               

                                                        [Enlarge/Download Table]

                                                      PREDECESSOR                                                               
                                                      COMPANY(1)                          QUALITY FOODS                         
                                                     -------------  ---------------------------------------------------------   
                                                      PERIOD FROM    PERIOD FROM                                                
                                                      JANUARY 1,    JULY 20, 1992                                               
                                                         1992            TO            YEAR ENDED DECEMBER 31,                  
                                                      TO JULY 19,   DECEMBER 31,   -------------------------------              
                                                         1992           1992         1993       1994       1995       1996      
                                                     -------------  -------------  ---------  ---------  ---------  ---------   
                                                                                     (DOLLARS IN THOUSANDS)                     
                                                                                                                                
STATEMENT OF OPERATIONS DATA:                                                                                                   
  Net sales.........................................   $  29,376      $  26,225    $  71,195  $  84,817  $  84,694  $  90,582   
  Cost of sales.....................................      25,232         22,314       61,040     72,162     67,930     71,448   
                                                     -------------  -------------  ---------  ---------  ---------  ---------   
  Gross profit......................................       4,144          3,911       10,155     12,655     16,764     19,134   
  Operating expenses................................       1,861          2,085        5,266      6,887      6,926      7,519   
  Other charges.....................................      --             --           --         --         --          4,716(2)
                                                     -------------  -------------  ---------  ---------  ---------  ---------   
    Income from operations..........................       2,283          1,826        4,889      5,768      9,838      6,899   
  Interest expense..................................         177          1,001        2,450      2,616      2,129      1,871   
                                                     -------------  -------------  ---------  ---------  ---------  ---------   
    Income before income taxes and extraordinary                                                                                
      items.........................................       2,106            825        2,439      3,152      7,709      5,028   
  Provision for income taxes........................       1,023         --           --         --         --         --       
                                                     -------------  -------------  ---------  ---------  ---------  ---------   
    Income before extraordinary items...............       1,083            825        2,439      3,152      7,709      5,028   
  Extraordinary loss on early extinguishment of                                                                                 
    debt............................................      --             --           --          1,771        130        546   
                                                     -------------  -------------  ---------  ---------  ---------  ---------   
    Net income......................................       1,083            825        2,439      1,381      7,579      4,482   
  Pro forma income taxes(3).........................      --                330          976        553      3,032      1,793   
                                                     -------------  -------------  ---------  ---------  ---------  ---------   
    Pro forma net income............................   $   1,083      $     495    $   1,463  $     828  $   4,547  $   2,689   
                                                     -------------  -------------  ---------  ---------  ---------  ---------   
                                                     -------------  -------------  ---------  ---------  ---------  ---------   
OTHER DATA:                                                                                                                     
  EBITDA(4).........................................   $   2,471      $   2,172    $   5,640  $   6,523  $  10,703  $   8,206   
  EBITDA as a percentage of net sales...............         8.4%           8.3%         7.9%       7.7%      12.6%       9.1%  
  Net Cash provided by (used in) operating                                                                                      
    activities......................................       1,322             50          (88)     4,549      5,598      9,947   
  Net Cash used in investing activities.............        (278)       (11,724)        (471)    (5,277)    (2,332)    (4,556)  
  Net Cash (used in) provided by financing                                                                                      
    activities......................................      (1,070)        11,796          695        688     (3,379)    (5,106)  
  Depreciation and amortization.....................   $     188      $     346    $     751  $     755  $     865  $   1,307   
  Capital expenditures(5)...........................         278             89          524        858      4,102      7,190   
  Ratio of earnings to fixed charges(6).............        9.53x          1.78x        1.94x      2.12x      3.76x      3.64x  
BALANCE SHEET DATA:                                                                                                             
  Working capital...................................   $   3,367      $     802    $   1,189  $     886  $   4,032  $   8,440   
  Total assets......................................      11,781         19,828       25,097     28,684     33,814     35,592   
  Total debt........................................         947         15,636       17,694     22,137     20,225      5,728   
  Total stockholders' equity/partners' capital......       6,798          1,841        2,917      2,521      8,888      7,260   

                                                   (FOOTNOTES ON FOLLOWING PAGE)

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(1) Predecessor Company reflects the operations of William Cohen and Son Co.,   
Inc.                                                                    

(2) Other charges of $4.7 million consist of $1.6 million facility start-up and 
relocation costs associated with the Philadelphia Consolidation and $3.1
million of acquisition related costs.                                   

(3) Quality Foods was taxed as a partnership for federal and state income tax   
   purposes prior to the Acquisition. Pro forma provision for income taxes and
  pro forma net income reflect the pro forma effect of income taxes as if it
    had been taxed as a C corporation for all periods presented. Included in pro
forma income tax expense for the years ended December 31, 1994, 1995 and
1996 is an income tax benefit of $708,000, $52,000 and $218,000,        
   respectively, relating to the extraordinary item -- early extinguishment of
debt.                                                                   

(4) EBITDA is the sum of income before income taxes and interest, depreciation  
and amortization expense. EBITDA is presented because it is a widely    
    accepted financial indicator of a company's ability to service indebtedness.
 However, EBITDA should not be considered as an alternative to income from
operations or to cash flows from operating activities (as determined in 
   accordance with generally accepted accounting principles) and should not be
construed as an indication of a company's operating performance or as a 
measure of liquidity.                                                   

(5) Capital expenditures for the year ended December 31, 1995 included $3.6     
million related to the Philadelphia Consolidation and $506,000 of       
 maintenance capital expenditures. Capital expenditures for the year ended
December 31, 1996 included $6.8 million related to the Philadelphia     
Consolidation and $413,000 of maintenance capital expenditures. See     
   "Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Financial Resources."                       

(6) In calculating the ratio of earnings to fixed charges, earnings consist of  
income before income taxes plus fixed charges (excluding capitalized    
interest). Fixed charges consist of interest expense (which includes    
 amortization of deferred financing costs) whether expensed or capitalized
 and one-third of rental expense, deemed representative of that portion of
rental expense estimated to be attributable to interest.                

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SELECTED HISTORICAL FINANCIAL DATA OF CFP GROUP 

  The following Selected Historical Consolidated Financial Data of CFP Group
should be read in conjunction with the consolidated financial statements and    
related notes of CFP Group and other financial data included elsewhere in this  
Prospectus. The balance sheet data presented below as of September 30, 1993,    
1994, 1995 and 1996 and March 31, 1997 and the statement of operations data     
presented below for the six months ended September 30, 1993 and March 31, 1997  
and for the years ended September 30, 1994, 1995 and 1996 are derived from the  
audited consolidated financial statements of CFP Group. The balance sheet data  
presented below as of September 30, 1992 and March 31, 1993 and the statement of
operations data presented below for the year ended September 30, 1992 and the   
six months ended March 31, 1993 have been derived from the combination of the   
unaudited financial statements of CFP Group's predecessors, Center of the Plate 
Foods, Inc. and Best Western Foods, Inc. The balance sheet data as of March 31, 
1996 and the statement of operations data for the six months ended March 31,    
1996 have been derived from CFP Group's unaudited financial statements.         

                                                        [Enlarge/Download Table]

                               PREDECESSOR COMPANY(1)                                  CFP GROUP(2)                               
                             --------------------------  ------------------------------------------------------------------------ 
                                 YEAR       SIX MONTHS    SIX MONTHS                                         SIX MONTHS ENDED     
                                 ENDED         ENDED         ENDED          YEAR ENDED SEPTEMBER 30,      ----------------------- 
                             SEPTEMBER 30,   MARCH 31,   SEPTEMBER 30,  --------------------------------  MARCH 31,    MARCH 31,  
                                 1992          1993          1993         1994       1995        1996        1996        1997     
                             -------------  -----------  -------------  ---------  ---------  ----------  ----------  ----------- 
                               (DOLLARS IN THOUSANDS)                             (DOLLARS IN THOUSANDS)                          
                                                                                                                                  
STATEMENT OF OPERATIONS DATA:                                                                                                     
    Net sales..............    $  71,591     $  38,332     $  44,285    $  86,598  $  61,543(3) $   65,996 $   30,335  $  60,529  
    Cost of sales..........       63,373        34,169        40,352       76,485     49,868      53,818      23,766      52,276  
                             -------------  -----------  -------------  ---------  ---------  ----------  ----------  ----------- 
    Gross profit...........        8,218         4,163         3,933       10,113     11,675      12,178       6,569       8,253  
    Operating expenses.....        4,580         1,892         2,052        5,957      6,700       5,512       2,944       7,474  
    Other charges..........       28,755(4)     --            --           --         --           4,996(5)      4,996(5)     --  
                             -------------  -----------  -------------  ---------  ---------  ----------  ----------  ----------- 
      Income (loss) from                                                                                                          
        operations.........      (25,117)        2,271         1,881        4,156      4,975       1,670      (1,371)        779  
    Interest expense.......        3,717         1,906         1,307        2,443      2,632       3,232       1,512       4,681  
                             -------------  -----------  -------------  ---------  ---------  ----------  ----------  ----------- 
      Income (loss) before                                                                                                        
        income taxes and                                                                                                          
        extraordinary                                                                                                             
        items..............      (28,834)          365           574        1,713      2,343      (1,562)     (2,883)     (3,902) 
    Provision (benefit) for                                                                                                       
      income taxes.........          650           463           265          851      1,189        (409)       (662)       (541) 
                             -------------  -----------  -------------  ---------  ---------  ----------  ----------  ----------- 
      Income (loss) before                                                                                                        
        extraordinary                                                                                                             
        item...............      (29,484)          (98)          309          862      1,154      (1,153)     (2,221)     (3,361) 
    Extraordinary (loss) on                                                                                                       
      early extinguishment                                                                                                        
      of debt..............       --            --            --           --         --          --          --          (4,489) 
                             -------------  -----------  -------------  ---------  ---------  ----------  ----------  ----------- 
      Net income (loss)....    $ (29,484)    $     (98)    $     309    $     862  $   1,154  $   (1,153) $   (2,221)  $  (7,850) 
                             -------------  -----------  -------------  ---------  ---------  ----------  ----------  ----------- 
                             -------------  -----------  -------------  ---------  ---------  ----------  ----------  ----------- 
OTHER DATA:                                                                                                                       
    EBITDA(6)..............    $   6,220     $   3,070     $   2,582    $   6,003  $   6,685  $    3,758  $     (336)  $   3,026  
    EBITDA as a percentage                                                                                                        
      of net sales.........          8.7%          8.0%          5.8%         6.9%      10.9%        5.7%       (1.1)%        5.0%
    Net cash provided by                                                                                                          
      (used in) operating                                                                                                         
      activities...........        3,123           278          (427)       4,375      4,382         135      (1,102)      3,477  
    Net cash used in                                                                                                              
      investing                                                                                                                   
      activities...........       (7,576)       (2,186)         (606)        (666)    (1,785)     (1,811)     (1,921)    (67,293) 
    Net cash (used in)                                                                                                            
      provided by financing                                                                                                       
      activities...........        5,997           523           308       (3,499)    (2,807)      2,168       3,869      65,462  
    Depreciation and                                                                                                              
      amortization.........    $   2,582     $     799     $     701    $   1,847  $   1,710  $    2,088  $    1,035   $   2,236  
    Interest expense.......        3,717         1,906         1,307        2,443      2,632       3,232       1,512       4,681  
    Capital expenditures...           19         1,214           445        1,515      5,054       3,009         545       1,674  
    Ratio of earnings to                                                                                                          
      fixed charges(7).....       --              1.18x         1.41x        1.64x      1.83x     --          --          --      
BALANCE SHEET DATA:                                                                                                               
    Working capital........    $   6,057     $   9,225     $   4,908    $   4,309  $   2,754  $    3,153  $    3,420   $  14,702  
    Total assets...........       23,979        25,811        27,660       27,709     30,148      32,203      30,697     132,822  
    Total debt, redeemable                                                                                                        
      preferred stock and                                                                                                         
      redeemable common                                                                                                           
      stock................       46,187        46,755        20,369       18,847     19,526      23,223      23,782     142,174  
    Total stockholders'                                                                                                           
      equity                                                                                                                      
      (deficiency).........      (23,999)(4)    (24,240)(4)       4,026     4,828      5,884       4,020       3,932     (19,383) 

                                                   (FOOTNOTES ON FOLLOWING PAGE)

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(1) Predecessor Company reflects the combined operations of Center of the Plate 
   Foods, Inc. and Best Western Foods, Inc. which were under common management
and common control for the periods presented.                           

(2) CFP Group became the parent of CFP Holdings on December 31, 1996 after the  
 recapitalization of CFP Holdings in a series of transactions whereby each
person owning capital stock (or options to acquire capital stock of CFP 
Holdings) exchanged their equity interests for equivalent interest of   
capital stock (or options to acquire capital stock) of CFP Group. CFP   
 Holdings commenced operations on April 1, 1993 after acquiring all of the
 outstanding stock of Center of the Plate Foods, Inc., and all significant
operating assets of Best Western Foods, Inc. The CFP Group financial    
 information includes the operations of Quality Foods from the date of the
Acquisition.                                                            

(3) Sales declined during the year ended September 30, 1995 as a result of the  
decline in sales to the Arby's restaurant chain. See "Management's      
  Discussion and Analysis of Financial Condition and Results of Operations."

(4) During the year ended September 30, 1992, Best Western Foods, Inc., one of  
    CFP Group's predecessors, wrote off goodwill of $28.8 million which resulted
    in the stockholders' deficiency as of September 30, 1992 and March 31, 1993.

(5) Represents one-time costs associated with the termination of a Sales        
   Brokerage Agreement. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations."                                   

(6) EBITDA is the sum of income before income taxes and interest, depreciation  
and amortization expense. EBITDA is presented because it is a widely    
    accepted financial indicator of a company's ability to service indebtedness.
 However, EBITDA should not be considered as an alternative to income from
operations or to cash flows from operating activities (as determined in 
   accordance with generally accepted accounting principles) and should not be
construed as an indication of a company's operating performance or as a 
measure of liquidity.                                                   

(7) In calculating the ratio of earnings to fixed charges, earnings consist of  
income before income taxes plus fixed charges. Fixed charges consist of 
interest (which includes amortization of deferred financing costs) and  
    one-third of rental expense, deemed representative of that portion of rental
  expense estimated to be attributable to interest. Earnings were inadequate
    to cover fixed charges by $28.8 million and $1.6 million for the years ended
September 30, 1992 and 1996, respectively, and by $2.9 million and $3.9 
million for the six months ended March 31, 1996 and 1997, respectively. 

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

GENERAL                                                                         

    The following should be read in conjunction with the Financial Statements of
CFP Group and Quality Foods and the notes thereto and the Unaudited Pro Forma   
Condensed Combined Statements of Operations and notes thereto.                  

    Prior to the Acquisition, Quality Foods maintained a December 31 fiscal year
end and reported interim results of thirteen equal four-week accounting periods.
Custom Foods' fiscal year end was the 52-or 53-week period ending on the        
Saturday nearest to September 30 and its interim fiscal quarters were the       
13-week periods ending on the Saturday nearest to December 31, March 31 and June
30. For ease of presentation, the Company has indicated the historical and pro  
forma results for the periods ending near September 30 included herein as ending
on September 30. Following the Acquisition and the Recapitalization, the Company
changed its fiscal year end to the Saturday nearest to March 31.                

IMPACT OF ACQUISITION                                                           

  As of December 31, 1996, the Company acquired Quality Foods which became a
wholly owned subsidiary of CFP Holdings, Inc. Management believes the           
Acquisition has positioned the Company as a leading developer, manufacturer and 
marketer of value-added meat and poultry products sold to the food service      
industry and manufacturers of packaged foods.                                   

 Following the Acquisition and consummation of the Offering, the Company's
results of operations will be significantly impacted by additional amortization 
expense of approximately $3.1 million per year for 20 years arising from the    
excess of purchase cost of Quality Foods over the net assets acquired and       
increased interest expense related to the Offering. See "Liquidity and Financial
Resources."                                                                     

CFP Group                                                               

  The Company develops, manufactures and markets pre-cooked meat and poultry
products sold primarily to manufacturers of branded and private label packaged  
foods and is a major supplier of frozen uncooked beef products to the Arby's    
restaurant chain. The Company's pre-cooked operations have experienced          
significant growth since 1992, due to strong growth in sales to Chef America and
other customers.                                                                

  The Company's sales to Arby's declined significantly in fiscal 1995. Prior
to fiscal 1995, the Company supplied Arby's on a national basis. However, in the
first quarter of fiscal 1995, the Company entered into an 18-month contract to  
supply Arby's on a regional basis, reducing the scope of its arrangement due to 
a new competitive bidding process and a freight advantage enjoyed by certain    
other suppliers. Under this contract, sales to Arby's declined from $61.0       
million in fiscal 1994 to $26.2 million in fiscal 1995, resulting in an overall 
28.9% decrease in the Company's net sales. Nevertheless, the Company's income   
from operations during this period increased 19.7%, reflecting significant      
growth in its higher margin, pre-cooked operations. In June 1996, following     
completion of the expansion of its Kentucky facility, the Company entered into a
new three-year contract to once again supply Arby's on a national basis.        

    The Company's average net sales price per pound has declined each year since
1994, principally due to the reduction in beef costs, which were passed through 
to Arby's pursuant to a cost-plus contract. Average gross profit per pound      
increased in fiscal 1995 due to a change in product mix, lower pounds sold to   
Arby's and increased pounds sold of higher margin value-added products. The     
decline in average gross profit per pound in fiscal 1996 resulted principally   
from increased pounds sold to Arby's, which carry a lower margin.               

Due to capacity constraints and the growing needs of its customers, the 
Company significantly broadened its manufacturing operations and created a      
direct sales and marketing organization. As a result                            

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of this strategy, on January 8, 1996, the Company terminated the Sales Brokerage
Agreement and made a termination payment of $5.0 million in lieu of annual      
commission payments. In connection with the termination of the Sales Brokerage  
Agreement, the Company hired a salesperson who was previously employed by the   
broker.                                                                         

    CFP Group and its subsidiary, CFP Holdings, are holding companies which have
no operations of their own and rely exclusively on their operating subsidiaries 
for their cash flows. There are no restrictions on the payment of dividends by  
the Company's operating subsidiaries to the Company.                            

CFP GROUP--RESULTS OF OPERATIONS                                                

  The following table set forth certain historical information for the years
ended September 30, 1994, 1995 and 1996, and the six month periods ended March  
31, 1996 and 1997.                                                              

                                                        [Enlarge/Download Table]

                                                                   FISCAL YEAR ENDED              SIX MONTHS ENDED     
                                                                     SEPTEMBER 30,            MARCH 31,     MARCH 31,  
                                                            -------------------------------  ------------  ------------
                                                              1994       1995       1996         1996          1997    
                                                            ---------  ---------  ---------  ------------  ------------
                                                                       (IN THOUSANDS EXCEPT PER POUND DATA)            
                                                                                                                       
STATEMENT OF OPERATIONS DATA:                                                                                          
  Net sales................................................ $  86,598  $  61,543  $  65,996   $   30,335    $   60,529 
  Cost of sales............................................    76,485     49,868     53,818       23,766        52,276 
                                                            ---------  ---------  ---------  ------------  ------------
  Gross profit.............................................    10,113     11,675     12,178        6,569         8,253 
  Operating expenses.......................................     5,957      6,700      5,512        2,944         7,474 
  Other charges............................................    --         --          4,996        4,996        --     
                                                            ---------  ---------  ---------  ------------  ------------
    Income from operations.................................     4,156      4,975      1,670       (1,371)          779 
  Interest expense.........................................     2,443      2,632      3,232        1,512         4,681 
                                                            ---------  ---------  ---------  ------------  ------------
    Income (loss) before income taxes and extraordinary                                                                
      items................................................     1,713      2,343     (1,562)      (2,883)       (3,902)
  Provision (benefit) for income taxes.....................       851      1,189       (409)        (662)         (541)
                                                            ---------  ---------  ---------  ------------  ------------
    Income (loss) before extraordinary item................       862      1,154     (1,153)      (2,221)       (3,361)
  Extraordinary (loss) on early extinguishment of debt.....     -         --         --           --            (4,489)
                                                            ---------  ---------  ---------  ------------  ------------
    Net income (loss)...................................... $     862  $   1,154  $  (1,153)  $   (2,221)   $   (7,850)
                                                            ---------  ---------  ---------  ------------  ------------
                                                            ---------  ---------  ---------  ------------  ------------
OTHER DATA:                                                                                                            
  Net sales:                                                                                                           
    Value-added............................................ $  25,628  $  35,294  $  36,391   $   20,566    $   41,486 
    Arby's.................................................    60,970     26,249     29,605        9,769        19,043 
                                                            ---------  ---------  ---------  ------------  ------------
      Total................................................ $  86,598  $  61,543  $  65,996   $   30,335    $   60,529 
                                                            ---------  ---------  ---------  ------------  ------------
                                                            ---------  ---------  ---------  ------------  ------------
  Pounds sold..............................................    56,823     43,371     50,417       22,673        41,300 
  Average net sales price per pound........................ $    1.52  $    1.42  $    1.31   $     1.34    $     1.47 
  Average gross profit per pound........................... $    0.18  $    0.27  $    0.24   $      .29    $      .20 

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                                                                     FISCAL YEAR ENDED                    SIX MONTHS ENDED        
                                                                       SEPTEMBER 30,                 MARCH 31,        MARCH 31,   
                                                           -------------------------------------  ---------------  ---------------
                                                              1994         1995         1996           1996             1997      
                                                           -----------  -----------  -----------  ---------------  ---------------
                                                                                                                                  
STATEMENT OF OPERATIONS DATA:                                                                                                     
  Net sales...............................................      100.0%       100.0%       100.0%         100.0%           100.0%  
  Cost of sales...........................................       88.3         81.0         81.5           78.3             86.4   
                                                                -----        -----        -----          -----            -----   
  Gross profit............................................       11.7         19.0         18.5           21.7             13.6   
  Operating expenses......................................        6.9         10.9          8.4            9.7             12.3   
  Other charges...........................................         --           --          7.6           16.5           --       
                                                                -----        -----        -----          -----            -----   
    Income from operations................................        4.8          8.1          2.5           (4.5)             1.3   
  Interest expense........................................        2.8          4.3          4.9            5.0              7.7   
                                                                -----        -----        -----          -----            -----   
    Income (loss) before income taxes and extraordinary                                                                           
      item................................................        2.0          3.8         (2.4)          (9.5)            (6.4)  
  Provision (benefit) for income taxes....................        1.0          1.9         (0.6)          (2.2)            (0.9)  
    Income (loss) before extraordinary item...............        1.0          1.9         (1.8)          (7.3)            (5.5)  
  Extraordinary (loss) on early extinguishment of debt....         --           --           --             --             (7.4)  
                                                                -----        -----        -----          -----            -----   
    Net income (loss).....................................        1.0%         1.9%        (1.8)%         (7.3)%          (12.9)% 
                                                                -----        -----        -----          -----            -----   
                                                                -----        -----        -----          -----            -----   

SIX MONTHS ENDED MARCH 31, 1997 COMPARED TO SIX MONTHS ENDED MARCH 31, 1996.    

    NET SALES. Net sales increased to $60.5 million in the six month ended March
31, 1997 from $30.3 million in the six month period ended March 31, 1996.       
Approximately $18.3 million of this $30.2 million increase was due to the       
inclusion of Quality Foods' sales subsequent to the Acquisition. Net sales to   
Arby's increased $9.3 million during this period as a result of increases in    
sales to several Eastern U.S. markets pursuant to the new three-year contract.  
Sales of Custom Food's value-added products increased moderately over the prior 
period, principally as a result of increased sales to new and existing          
customers. Total pounds sold by the Company increased 82% while the average net 
sales price per pound increased 10%. Pounds sold increased primarily due to the 
Quality Foods' results being included for three months and the increased Arby's 
sales. The net sales price per pound increased primarily from Quality Foods'    
sales which are at higher per pound prices than the sales to Custom Foods'      
customers.                                                                      

GROSS PROFIT.  Gross profit increased to $8.3 million for the six months
ended March 31, 1997 from $6.6 million for the six months ended March 31, 1996. 
All of the increase in gross profit was attributable to Quality Foods. The gross
margin decreased to 13.6% for the six months ended March 31, 1997 from 21.7% for
the six months ended March 31, 1996. The decline of the gross margin as a       
percent of sales was a result of increased costs for raw materials of Custom    
Foods' value added products which were not passed on to customers, an increase  
in sales to Arby's that have a relatively lower gross margin compared to sales  
to other customers, and lower margins on sales by Quality Foods. In connection  
with the purchase accounting adjustments made for the acquisition of Quality    
Foods, the Company increased the carrying value of the Quality Foods work in    
process and finished goods inventory by $1.5 million to reflect the fair value  
of the inventory purchased. The subsequent sale of this higher valued inventory 
at lower margins reduced the overall gross profit for the quarter ended March   
31, 1997.                                                                       

 OPERATING EXPENSES.  Operating expenses increased to $7.5 million for the
six months ended March 31, 1997, from $2.9 million for the six months ended     
March 31, 1996, principally attributable to (i) the inclusion of Quality Foods  
operating expenses from the December 31, 1996 acquisition date forward of       
approximately $1.8 million; (ii) compensation expense of $1.4 million recorded  
in connection with the Company's repurchase of common stock from employees      
immediately subsequent to their exercise of stock options; (iii) Acquisition and
Offering closing bonuses to CFP Holdings and Quality Foods management of        
$500,000; and (iv) amortization of goodwill related to the Acquisition of       
$782,000.                                                                       

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OTHER CHARGES.  Other charges for the six months ended March 31, 1996   
consisted of $5.0 million for termination of the Sales Brokerage Agreement in   
January 1996.                                                                   

 INCOME FROM OPERATIONS.  Income from operations increased to $800,000 for
the six months ended March 31, 1997 from a loss of $1.4 million for the six     
months ended March 31, 1996, as a result of the lower gross margins being offset
by the lack of other charges as discussed above.                                

 INTEREST EXPENSE.  Interest expense increased to $4.7 million for the six
months ended March 31, 1997 compared to $1.5 million for the six months ended   
March 31, 1996, primarily attributable to the Offering and the indebtedness     
incurred to finance the Acquisition.                                            

PROVISION FOR INCOME TAXES.  The benefit for income taxes decreased from
$662,000 for the six months ended March 31, 1996 to $541,000 for the six months 
ended March 31, 1997. The income tax benefit for the six months ended March 31, 
1996 was less than the statutory rate due primarily to non-deductible expenses  
including officer's life insurance and goodwill amortization. The income tax    
benefit for the six months ended March 31, 1997 was less than the statutory rate
due primarily to the Company providing a valuation allowance against the        
deferred tax asset.                                                             

EXTRAORDINARY LOSS.  The extraordinary loss of $4.5 million for the six 
months ended March 31, 1997 primarily represents the write-off of deferred      
financing costs due to early payment of long-term debt, partially offset by     
discounts gained due to early repayment of certain long-term debt.              

    NET LOSS.  Net loss increased to $7.9 million for the six months ended March
31, 1997 from $2.2 million for the six months ended March 31, 1996 due to the   
net impact of the foregoing items.                                              

FISCAL YEAR ENDED SEPTEMBER 30, 1996 ("FISCAL 1996") COMPARED TO FISCAL YEAR    
ENDED SEPTEMBER 30, 1995 ("FISCAL 1995")                                    

 NET SALES. Net sales increased to $66.0 million in fiscal 1996 from $61.5
million in fiscal 1995, as a result of increases in sales to Arby's and other   
customers. Sales to Arby's increased in fiscal 1996 as a result of additional   
sales to several Eastern U.S. markets pursuant to the new three-year contract.  
Sales of value-added products by Custom Food Products increased slightly over   
the prior year, principally as a result of sales to new and existing customers. 
Total pounds sold by the Company increased 16.2% while the average selling price
declined 7.7%. The average selling price decline primarily as a result of a     
reduction in beef prices from 1995 to 1996, which were passed through to Arby's 
under the cost-plus pricing structure of the contract.                          

  GROSS PROFIT.  Gross profit increased to $12.2 million in fiscal 1996 from
$11.7 million in fiscal 1995. The gross margin declined slightly to 18.5% in    
fiscal 1996 from 19.0% in fiscal 1995 principally as a result of increased sales
to Arby's which are lower margin sales.                                         

   OPERATING EXPENSES.  Operating expenses decreased to $5.5 million in fiscal
1996 from $6.7 million in fiscal 1995, a 17.7% decrease, principally            
attributable to the net effect of the elimination of sales commissions as a     
result of the termination of the Sales Brokerage Agreement.                     

 OTHER CHARGES  Other charges in fiscal 1996 consisted of $5.0 million for
termination of the Sales Brokerage Agreement in January 1996.                   

    INCOME FROM OPERATIONS.  Income from operations decreased to $1.7 million in
fiscal 1996 from $5.0 million in fiscal 1995, primarily due to other charges    
noted above.                                                                    

    INTEREST EXPENSE.  Interest expense increased to $3.2 million in fiscal 1996
from $2.6 million in fiscal 1995, a 22.8% increase, primarily as a result of    
increased capitalized lease obligations.                                        

    PROVISION (BENEFIT) FOR INCOME TAXES.  Benefit for income taxes was $400,000
for fiscal 1996, a decrease of $1.6 million from the $1.2 million provision for 
income taxes for fiscal 1995, calculated using our effective tax rates on income
(loss) before income taxes. The effective tax rate benefit of 26.2% for fiscal  
1996 changed from the effective income tax rate provision of 50.7% for fiscal   
1995 principally as a result of the loss before income taxes in fiscal 1996 as  
compared to the income before income taxes in fiscal                            

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1995. The effective tax rate of the income tax benefit in fiscal 1996 differed  
from the statutory rate as a result of non-deductible goodwill amortization,    
officers' life insurance and other non-deductible expenses.                     

 NET INCOME.  A net loss of $1.2 million was incurred in fiscal 1996. This
was a decrease of $2.4 million from the $1.2 million net income in fiscal 1995, 
due to the net impact of the foregoing items.                                   

FISCAL YEAR ENDED SEPTEMBER 30, 1995 COMPARED TO THE FISCAL YEAR ENDED  
SEPTEMBER 30, 1994                                                              

NET SALES.  Net sales declined to $61.5 million in fiscal year 1995 from
$86.6 million in fiscal 1994, a 28.9% decrease, attributable to a decline in    
sales to Arby's, partially offset by increases in sales of value-added products 
to other customers. Net sales of value-added products increased to $35.3 million
in fiscal 1995 from $25.6 million in fiscal 1994, a 37.7% increase, primarily   
attributable to increased sales to Chef America, as well as increased sales of  
new products to new and existing customers. Net sales to Arby's decreased to    
$26.2 million in fiscal 1995 from $61.0 million in fiscal 1994, a 56.9%         
decrease, as a result of the Company's change from a national to a regional     
supplier to the Arby's restaurant chain.                                        

  GROSS PROFIT.  Gross profit increased to $11.7 million in fiscal 1995 from
$10.1 million in fiscal 1994. Gross profit from value-added products increased  
substantially in fiscal 1995, attributable to the increase in net sales, a      
reduction in the overall cost of raw materials, and an improvement in           
manufacturing operations and packaging costs as the Company commenced operations
at its Kentucky facility in April 1995. On the other hand, gross profit from    
Arby's decreased substantially in fiscal 1995 due to the decreased volume       
associated with the 18-month contract entered into in the beginning of fiscal   
1995. The gross margin increased to 19.0% in fiscal 1995 from 11.7% in fiscal   
1994.                                                                           

   OPERATING EXPENSES.  Operating expenses increased to $6.7 million in fiscal
1995 from $6.0 million in fiscal 1994, principally attributable to increases in 
general and administrative expenses due to a newly created bonus plan and the   
hiring of additional management personnel. Operating expenses as a percentage of
net sales increased to 10.9% in fiscal 1995 from 6.9% in fiscal 1994.           

    INCOME FROM OPERATIONS.  Income from operations increased to $5.0 million in
fiscal 1995 from $4.2 million in fiscal 1994, a 19.7% increase, as a result of  
the factors discussed above.                                                    

    INTEREST EXPENSE.  Interest expense increased to $2.6 million in fiscal 1995
from $2.4 million in fiscal 1994, a 7.7% increase, due to higher outstanding    
debt balances.                                                                  

   PROVISION FOR INCOME TAXES.  Income tax provision increased to $1.2 million
in fiscal 1995 from $0.8 million in fiscal 1994. The effective tax rate         
increased to 50.7% for fiscal 1995 from 49.7% for fiscal 1994 principally as a  
result of the effect of non-deductible goodwill amortization, officers' life    
insurance and other non-deductible expenses on differing levels of income.      

QUALITY FOODS                                                           

 Quality Foods is one of the country's leading manufacturers of pre-cooked
and uncooked, thinly-sliced beef used primarily in Philadelphia-style steak     
sandwiches. It also supplies sliced chicken products and lines of pre-cooked and
uncooked meatballs and hamburger patties. Quality Foods has experienced         
significant growth in sales and operating profit since 1991, primarily due to   
the growth of its pre-cooked beef product, which is principally sold to the     
Subway restaurant chain, and to increases in sales of uncooked steak sandwich   
products. From fiscal 1993 to fiscal 1994, total pounds sold increased 22.0%.   
However, volume growth in 1995 was relatively flat due to a change in the timing
and content of Subway's Fall steak and cheese sandwich promotion and capacity   
constraints at Quality Foods' Camden facility. Recently, Subway has run Spring  
and Fall steak and cheese sandwich promotions, the timing and success of which  
can significantly impact Quality Foods' net sales. For fiscal 1996, total pounds
sold increased 9.9% over the prior fiscal year. Quality Foods' average net sales
price per pound has declined each year since fiscal 1993, while the average     
gross profit per pound has increased each year during this period. Quality      
Foods' average net sales price per pound has declined because of a significant  
decline in its raw material cost, some of which was passed on to customers, and,
to a lesser extent, a change in product mix. Average gross profit per pound has 
continued to increase because of the decline in raw material cost.              

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 In the past two years, Quality Foods has been capacity constrained in its
Camden facility for its pre-cooked product, relying on third-party co-packing   
arrangements for between 45% and 55% of its cooking requirements. To alleviate  
this problem, in November 1996, Quality Foods substantially completed its $11.0 
million Philadelphia Consolidation, comprised of the purchase, retrofit and     
renovation of a 150,000 square foot manufacturing facility in Philadelphia, and 
the consolidation of the manufacturing operations at the Penns Grove, New Jersey
facility and the Collingswood, New Jersey administrative offices into the       
Philadelphia facility. In addition, the majority of the manufacturing           
capabilities and resources from Quality Foods' Camden, New Jersey facility were 
relocated to Philadelphia, with only certain limited slicing and cold storage   
functions remaining in Camden. The Company anticipates that by September 1997   
all manufacturing and cold storage will have been relocated, after which the    
Camden facility will be closed and divested. During fiscal 1996, Quality Foods  
experienced facility start-up and relocation costs of $1.6 million. The Company 
believes the Philadelphia Consolidation may generate approximately $4.5 million 
in annual cost savings as a result of the improvements in Quality Foods'        
production processes through the use of new cooking equipment, the elimination  
of its historic dependence on outside co-packing arrangements, the reduction in 
overtime through productivity improvements and the elimination of redundant     
facility costs.                                                                 

QUALITY FOODS--RESULTS OF OPERATIONS                                            

  The following tables sets forth certain historical information for Quality
Foods for the years ended December 31, 1993, 1994, 1995 and 1996.               

                                                        [Enlarge/Download Table]

                                                                                                           YEAR ENDED       
                                                                                                          DECEMBER 31,      
                                                                                                    ------------------------
                                                                                                       1993         1994    
                                                                                                    -----------  -----------
                                                                                                                            
                                                                                                    (IN THOUSANDS EXCEPT PER
                                                                                                          POUND DATA)       
STATEMENT OF OPERATIONS DATA:                                                                                               
  Net sales........................................................................................  $  71,195    $  84,817 
  Cost of sales....................................................................................     61,040       72,162 
                                                                                                    -----------  -----------
  Gross profit.....................................................................................     10,155       12,655 
  Operating expenses...............................................................................      5,266        6,887 
  Other charges....................................................................................         --           -- 
                                                                                                    -----------  -----------
    Income from operations.........................................................................      4,889        5,768 
  Interest expense.................................................................................      2,450        2,616 
                                                                                                    -----------  -----------
    Income before extraordinary item...............................................................      2,439        3,152 
  Extraordinary loss on early extinguishment of debt...............................................         --        1,771 
                                                                                                    -----------  -----------
    Net income.....................................................................................      2,439        1,381 
  Pro forma income taxes...........................................................................        976          553 
                                                                                                    -----------  -----------
    Pro forma net income...........................................................................  $   1,463    $     828 
                                                                                                    -----------  -----------
                                                                                                    -----------  -----------
OTHER DATA:                                                                                                                 
  Pounds sold......................................................................................     29,712       36,258 
  Average net sales price per pound................................................................  $    2.40    $    2.34 
  Average gross profit per pound...................................................................       0.34         0.35 



                                                                                                       1995         1996    

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

                                                                                                                            

STATEMENT OF OPERATIONS DATA:                                                                                               
  Net sales........................................................................................  $  84,694    $  90,582 

  Cost of sales....................................................................................     67,930       71,448 

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

  Gross profit.....................................................................................     16,764       19,134 

  Operating expenses...............................................................................      6,926        7,519 

  Other charges....................................................................................         --        4,716 

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

    Income from operations.........................................................................      9,838        6,899 

  Interest expense.................................................................................      2,129        1,871 

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

    Income before extraordinary item...............................................................      7,709        5,028 

  Extraordinary loss on early extinguishment of debt...............................................        130          546 

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

    Net income.....................................................................................      7,579        4,482 

  Pro forma income taxes...........................................................................      3,032        1,793 

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

    Pro forma net income...........................................................................  $   4,547    $   2,689 

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

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

OTHER DATA:                                                                                                                 
  Pounds sold......................................................................................     36,905       40,542 

  Average net sales price per pound................................................................  $    2.29    $    2.23 

  Average gross profit per pound...................................................................       0.45         0.47 

                                                        [Enlarge/Download Table]

                                                                                                           YEAR ENDED       
                                                                                                          DECEMBER 31,      
                                                                                                    ------------------------
                                                                                                       1993         1994    
                                                                                                    -----------  -----------
                                                                                                                            
STATEMENT OF OPERATIONS DATA:                                                                                               
  Net sales........................................................................................      100.0%       100.0%
  Cost of sales....................................................................................       85.7         85.1 
                                                                                                    -----------  -----------
  Gross profit.....................................................................................       14.3         14.9 
  Operating expenses...............................................................................        7.4          8.1 
  Other charges....................................................................................         --           -- 
                                                                                                    -----------  -----------
    Income from operations.........................................................................        6.9          6.8 
  Interest expense.................................................................................        3.4          3.1 
                                                                                                    -----------  -----------
    Income before extraordinary item...............................................................        3.5          3.7 
  Extraordinary loss on early extinguishment of debt...............................................         --          2.1 
                                                                                                    -----------  -----------
    Net income.....................................................................................        3.5          1.6 
  Pro forma income taxes...........................................................................        1.4          0.6 
                                                                                                    -----------  -----------
    Pro forma net income...........................................................................        2.1%         1.0%
                                                                                                    -----------  -----------
                                                                                                    -----------  -----------



                                                                                                       1995         1996    

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

                                                                                                                            
STATEMENT OF OPERATIONS DATA:                                                                                               
  Net sales........................................................................................      100.0%       100.0%

  Cost of sales....................................................................................       80.2         78.9 

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

  Gross profit.....................................................................................       19.8         21.1 

  Operating expenses...............................................................................        8.2          8.3 

  Other charges....................................................................................         --          5.2 

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

    Income from operations.........................................................................       11.6          7.6 

  Interest expense.................................................................................        2.5          2.0 

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

    Income before extraordinary item...............................................................        9.1          5.6 

  Extraordinary loss on early extinguishment of debt...............................................        0.1           .6 

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

    Net income.....................................................................................        9.0          5.0 

  Pro forma income taxes...........................................................................        3.6          2.0 

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

    Pro forma net income...........................................................................        5.4%         3.0%

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

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


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FISCAL YEAR ENDED DECEMBER 31, 1996 COMPARED TO THE FISCAL YEAR ENDED   
DECEMBER 31, 1995                                                               

    NET SALES.  Net sales increased $5.9 million to $90.6 million in fiscal 1996
as compared to $84.7 in fiscal 1995. Volumes increased 10% across all product   
lines offset by a 3% decrease in average selling price. Pre-cooked product      
volumes were impacted favorably by additional promotional activity of Quality   
Foods' product at Subway as compared to the prior year.                         

  GROSS PROFIT.  Gross profit increased to $19.1 million in fiscal 1996 from
$16.8 million in fiscal 1995, an increase of $2.3 million, due principally to   
declines in average raw material prices exceeding the declines in average       
selling prices.                                                                 

OPERATING EXPENSES.  Operating expenses increased $0.6 million to $7.5  
million in fiscal 1996 from $6.9 million in fiscal 1995. Operating expenses as a
percentage of net sales increased slightly to 8.3% in fiscal 1996 as compared to
8.2% for fiscal 1995.                                                           

OTHER CHARGES.  Other charges of $4.7 million consist of $1.6 million   
facility start-up and relocation costs associated with the Philadelphia         
Consolidation and $3.1 million of acquisition related costs.                    

 INCOME FROM OPERATIONS.  Income from operations decreased $2.9 million to
$6.9 million in fiscal 1996 from $9.8 million in 1995 as described above.       

    INTEREST EXPENSES.  Interest expense declined to $1.9 million in fiscal 1996
from $2.1 million in fiscal 1995 due to lower outstanding debt balances.        

    EXTRAORDINARY LOSS ON EARLY EXTINGUISHMENT OF DEBT.  In fiscal 1996, Quality
Foods prepaid certain debt in connection with its acquisition by the Company    
including prepayment premiums of $99,000 and wrote off related unauthorized     
financing fees of $447,000. In fiscal 1995, Quality Foods incurred a loss of    
$130,000 on the redemption of a tax exempt industrial revenue bond prior to     
maturity.                                                                       

FISCAL YEAR ENDED DECEMBER 31, 1995 COMPARED TO THE FISCAL YEAR ENDED   
DECEMBER 31, 1994                                                               

NET SALES.  Net sales remained essentially unchanged at $84.7 million in
fiscal 1995 compared to $84.8 million in fiscal 1994, principally due to        
operations being adversely affected by capacity constraints in the Camden       
facility, a decline in pre-cooked products sold due to changes in the timing and
content of Subway's promotions of Quality Foods' products, the elimination of   
sandwich programs within certain Domino's regions and a 2.1% decrease in average
selling prices, largely offset by growth in volume of uncooked sandwich steak   
products and chicken products sold to other customers.                          

  GROSS PROFIT.  Gross profit increased to $16.8 million in fiscal 1995 from
$12.7 million in fiscal 1994, a 32.5% increase, principally due to the decline  
in average raw material prices which exceeded the decline in average selling    
prices, partially offset by the increased use of overtime and outside processing
and storage fees used due to capacity limitations. The gross margin increased to
19.8% in fiscal 1995 from 14.9% in fiscal 1994.                                 

   OPERATING EXPENSES.  Operating expenses remained substantially unchanged at
$6.9 million in fiscal 1995 and fiscal 1994.                                    

    INCOME FROM OPERATIONS.  Income from operations increased to $9.8 million in
fiscal 1995 from $5.8 million in fiscal 1994, a 70.6% increase, principally due 
to the increase in gross margin and stable operating expenses.                  

    INTEREST EXPENSE.  Interest expense decreased to $2.1 million in fiscal 1995
from $2.6 million in fiscal 1994, a 18.6% decrease, due to lower outstanding    
debt balances and lower interest rates under a new senior debt agreement.       

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    EXTRAORDINARY LOSS ON EARLY EXTINGUISHMENT OF DEBT.  In fiscal 1995, Quality
Foods incurred a $130,000 loss on the redemption of a tax exempt industrial     
revenue bond prior to maturity. In fiscal 1994, Quality Foods incurred a loss of
$1.8 million on the redemption prior to maturity of the debt outstanding under a
senior debt agreement.                                                          

CFP GROUP-LIQUIDITY AND FINANCIAL RESOURCES                                     

    The Acquisition has had a major impact on the Company's financial condition.
At September 30, 1996, Quality Foods had total indebtedness of $20.0 million and
at December 28, 1996 CFP Holdings had total indebtedness of $26.0 million. After
giving effect to the Acquisition, the Offering and the Recapitalization and the 
application of the net proceeds therefrom, the Company's total consolidated     
indebtedness was $139.9 million at March 31, 1997. Interest payments on the     
Notes and anticipated interest and principal payments under the Bank Credit     
Agreement represent significantly increased obligations of the Company. The New 
Notes will require semi-annual interest payments commencing in July 1997.       
Borrowings under the Bank Credit Agreement bear interest at floating rates and  
require quarterly interest payments. The Bank Credit Agreement provides the     
Company with (i) a $10.0 million Term Loan, which requires a $1.4 million       
principal repayment in fiscal year 1998 and increasing principal repayments in  
later years, and matures in 2002, and (ii) a Revolving Credit Facility of $20.0 
million with $500,000 outstanding at March 31, 1997. Approximately $5.0 million 
of the Revolving Credit Facility is reserved to provide letters of credit       
supporting the industrial revenue bond issue with respect to Quality Foods'     
Philadelphia facility and other obligations. All amounts under the Revolving    
Credit Facility outstanding will mature in 2002. See "The Quality Foods         
Acquisition" and "Description of Bank Credit Agreement."                        

   In addition to its debt service obligations, the Company requires liquidity
for working capital and capital expenditures. The Company experiences seasonal  
increases in its working capital as a result of large product promotions and    
planned inventory increases based upon seasonally low raw material prices. In   
fiscal 1998, the Company expects its working capital to be at its lowest level  
in the Winter and to peak between May and September. Historically, the Company  
has experienced minimal bad debts with respect to accounts receivable and has   
experienced no material inventory obsolescence or shrinkage losses.             

For the fiscal year ended September 30, 1996, the Company spent $11.1   
million on capital expenditures. Of this amount, approximately $7.5 million was 
spent by Quality Foods on the Philadelphia Consolidation and $1.5 million was   
spent by Custom Foods on an expansion of its Kentucky facility, which was       
financed principally through an increase in its capital lease facility. These   
projects were of a non-recurring nature that resulted in a substantial increase 
in the Company's capacities sufficient to sustain anticipated growth over the   
next several years. Excluding these items, the Company would have spent         
approximately $2.0 million during fiscal 1996, an amount which the Company      
believes is more reflective of historic levels of recurring annual capital      
spending of maintenance capital expenditures. For the six month fiscal year     
ended March 31, 1997, the Company spent $1.7 million on capital expenditures,   
including $1.3 million related to the Philadelphia Consolidation.               

 The Company's primary sources of liquidity are cash flows from operations
and borrowings under the Revolving Credit Facility. At March 31, 1997           
approximately $9.9 million was available to the Company for borrowings under the
Revolving Credit Facility, subject to inventory and accounts receivable levels. 
The Company anticipates that its working capital requirements, capital          
expenditures and debt service requirements for fiscal 1998 will be satisfied    
through a combination of cash flow from operations and funds available under the
Revolving Credit Facility.                                                      

EFFECTS OF INFLATION                                                            

    Inflation has not had a significant effect on the operations of the Company.
See "Risk Factors-- Suppliers and Raw Materials" and "Business--Raw Materials   
and Suppliers."                                                                 

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BUSINESS

GENERAL                                                                         

    The Company is a leading developer, manufacturer and marketer of value-added
meat and poultry products sold to the foodservice industry and manufacturers of 
packaged foods. The Company provides a wide range of pre-cooked and uncooked    
products, including beef and chicken sandwich steaks; beef, pork and poultry    
meat rolls used in further processing; charbroiled products and crumble         
toppings; barbecue-flavored meats; and meatballs. The Company principally       
manufactures higher margin specialty products that provide superior quality and 
performance for the end-user and that are typically custom-formulated to meet   
specific customer requirements. In the foodservice industry, the Company        
supplies some of the country's leading restaurant chains and outlets, including 
Subway, Great Steak & Potato Co., International House of Pancakes, Inc.,        
Domino's Pizza, Inc., Wal-Mart Stores, Inc., Nathan's Famous Inc., Blimpie      
International, Inc. and Arby's. The Company also serves many of the country's   
leading packaged foods manufacturers, including Chef America, H. J. Heinz Co.,  
Inc. Foodbrands America, Inc., Schwan's Sales Enterprises Inc., Kraft Foods Inc.
and McLane Company, Inc. The Company believes that its proprietary recipes and  
manufacturing processes, national presence and long-standing customer           
relationships pose barriers to entry for other manufacturers seeking to provide 
competitive products. The Company is comprised of two operating subsidiaries,   
Quality Foods, which was acquired on December 31, 1996, and Custom Foods. For   
the 12-month period ended September 30, 1996, the Company would have had pro    
forma net sales of $156.6 million, and for the six month fiscal year ended March
31, 1997, after giving effect to the Acquisition, the Offering and the          
application of the net proceeds therefrom and the other transactions referred to
herein, the Company would have had pro forma net sales of $81.6 million.        

 Quality Foods is one of the country's leading manufacturers of pre-cooked
and uncooked, thinly-sliced beef used primarily in Philadelphia-style steak     
sandwiches. It also supplies sliced chicken products and pre-cooked and uncooked
meatballs and hamburger patties. Quality Foods serves the foodservice industry, 
with particular emphasis on QSRs, sandwich chains and family dining             
establishments. For over ten years, Quality Foods has been the primary supplier 
of pre-cooked beef to the Subway restaurant chain for its popular steak and     
cheese sandwich. Quality Foods employs a proprietary forming and freezing       
process that, the Company believes, produces a product with excellent flavor and
visual appearance, as well as superior yield when cooked. Because of its product
quality and performance, Quality Foods has historically been able to charge a   
premium price for its uncooked sandwich steak products.                         

  From fiscal 1991 to fiscal 1995, Quality Foods experienced compound annual
growth in net sales and operating profit of 14.5% and 26.1%, respectively, and  
for the nine months ended September 30, 1996 net sales and operating profit     
increased 9.4% and 39.2%, respectively, compared to the same period in 1995. The
Company believes this growth has been due to Quality Foods' superior product    
quality, the expanding national presence of the Philadelphia-style steak        
sandwich on restaurant menus, increased demand by its customers for high        
value-added products and a continued focus on improving its proprietary low-cost
manufacturing processes. Quality Foods sells its products through an established
network of independent foodservice brokers and its direct sales force to over   
400 foodservice distributors located in 42 states and six Canadian provinces.   
Quality Foods has recently developed and introduced several complementary beef  
and chicken products which, the Company believes, can be successfully marketed  
through these established distribution channels.                                

In November 1996, Quality Foods completed the $11.0 million Philadelphia
Consolidation which has more than doubled Quality Foods' production capacity and
will enable it to meet its anticipated manufacturing needs for at least the next
five years. The Company believes the Philadelphia Consolidation may generate    
approximately $4.5 million in annual cost savings as a result of the            
improvements in Quality Foods' production processes through the use of new      
cooking equipment, the elimination of its historic dependence on outside        
co-packing arrangements, the reduction in overtime through productivity         
improvements and the elimination of redundant facility costs.                   

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   Custom Foods develops, manufactures and markets pre-cooked meat and poultry
products sold primarily to manufacturers of branded and private label packaged  
foods, also referred to as "industrial" users, and is also a major supplier of  
frozen, uncooked beef product to the Arby's restaurant chain. Custom Foods'     
pre-cooked products include a variety of pork, beef, chicken and turkey items,  
such as meat rolls used in further processing; barbecue products; Mexican       
specialties; charbroiled patties and crumble toppings. Custom Foods focuses on  
sales to manufacturers of frozen and refrigerated convenience foods, including  
items in the fast-growing hand-held foods segment. In its more profitable       
pre-cooked operations, Custom Foods is the largest supplier of custom-formulated
meat and poultry fillings to Chef America for use in substantially all of its   
microwaveable sandwich product lines. Chef America has accounted for a majority 
of Custom Foods' sales of pre-cooked products for each of the past three years  
and, according to Packaged Facts, Chef America is the country's leading         
manufacturer of frozen hand-held entrees. From fiscal 1992 to fiscal 1996,      
Custom Foods experienced compound annual growth in net sales and gross profit of
29.7% and 40.2%, respectively, in its pre-cooked operations, due to strong      
growth in Chef America's business and growth in demand from other industrial    
users for pre-cooked, cost-effective meat and poultry products. Due to capacity 
constraints and the growing needs of its customers, Custom Foods has, over the  
past two years, significantly broadened its operations with the opening and     
subsequent expansion of a new facility in Kentucky. With capacity expansions    
completed, Custom Foods recently created a direct sales and marketing           
department. Custom Foods has developed over 400 proprietary product             
formulations, many of which, the Company believes, can now be successfully      
marketed through this sales group.                                              

   Custom Foods and its predecessors have supplied beef products to Arby's for
over 20 years. Prior to fiscal 1995, Custom Foods supplied Arby's on a national 
basis. However, in the first quarter of fiscal 1995, Custom Foods entered into  
an 18-month contract to supply Arby's on a regional basis, reducing the scope of
its arrangement due to a new competitive bidding process and a freight advantage
enjoyed by certain other suppliers. Under this contract, sales to Arby's        
declined from $61.0 million in fiscal 1994 to $26.2 million in fiscal 1995,     
resulting in an overall 28.9% decrease in Custom Foods' net sales. Nevertheless,
Custom Foods' income from operations during this period increased 19.7%,        
reflecting significant growth in its more profitable pre-cooked operations. In  
June 1996, following completion of the expansion of its Kentucky facility,      
Custom Foods entered into a new three-year contract to once again supply Arby's 
on a national basis. Despite increased sales and profitability associated with  
the new Arby's contract, Custom Foods plans to continue to focus on its faster  
growing, higher margin pre-cooked product operations.                           

HISTORY                                                                         

    CFP Holdings was formed in 1993 by First Atlantic, a private investment firm
specializing in acquiring and building middle market companies, to acquire the  
business of Best Western Foods, Inc. ("Best Western") and Center of the Plate   
Foods, Inc. ("Center of the Plate"). Best Western was a leading supplier of     
uncooked beef to the Arby's restaurant chain while Center of the Plate          
constituted what is today Custom Foods' value-added operations. Under First     
Atlantic's sponsorship, Custom Foods focused on building its core value-added   
product line by expanding its manufacturing facilities, enhancing its product   
development capabilities and developing a growth strategy aimed at diversifying 
its customer base. On December 31, 1996 CFP Holdings acquired Quality Foods.    

    Founded in the 1940s as William Cohen and Son Co., Inc., Quality Foods has a
50-year history of supplying the foodservice industry. In 1992, Quality Foods   
was acquired by the Sellers, including David Cohen, an executive officer and    
director of the Company and grandson of Quality Foods' original founders. Under 
that ownership, Quality Foods focused on increasing sales of its sandwich steak 
products, and expanding and improving its proprietary manufacturing             
capabilities. Quality Foods is one of the leading manufacturers of sandwich     
steak products in the United States.                                            

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INDUSTRY                                                                        

Value-Added Meat and Poultry Processors                                 

Value-added meat and poultry processors such as the Company purchase raw
cuts of beef, pork, chicken and turkey and process them into packaged form for  
further processing or for distribution into the foodservice and retail markets. 
Various steps including blending, forming, cooking, slicing and mixing with     
vegetables and flavorings are employed to create consistent products that       
fulfill specific preparation or processing needs of customers. Industry trends  
have increased the demand for value-added meat and poultry products like those  
provided by the Company, including the desire for more uniform and consistent   
end-products, continuous focus on reduced preparation and/or reduced            
manufacturing costs and increased food safety concerns. The Company believes    
that it is well positioned among value-added meat and poultry processors to     
capitalize on these trends as a result of its national distribution, broad      
pre-cooked product capabilities, multiple modern manufacturing facilities and a 
diversified focus on both foodservice and industrial markets.                   

Foodservice                                                             

The foodservice industry is composed of establishments that serve food  
outside the home and includes restaurants; the food operations of healthcare    
providers, schools and other institutions, hotels, resorts and corporations; and
other non-traditional foodservice outlets. The foodservice industry generated   
$300 billion in revenues in 1995 and experienced compound annual growth of 4.7% 
from 1990 to 1995, according to Restaurants and Institutions, an industry       
publication. This growth has been driven by the increase in away-from-home meal 
preparation, which has accompanied the expanding number of both dual income and 
single-parent households. According to Technomic, Inc., the foodservice industry
in the United States captured 51% of all consumer food expenditures in 1995,    
surpassing traditional retail supermarkets and outlets. Another trend within the
foodservice industry is the growth in the number of non-traditional foodservice 
outlets such as, convenience stores, retail stores, supermarkets and food       
kiosks. These non-traditional locations often lack extensive cooking, storage or
preparation facilities, resulting in a need for pre-cooked and prepared foods   
similar to those provided by the Company. The expansion in the foodservice      
industry has also been accompanied by the continued consolidation and growth of 
broadline and specialty foodservice distributors, many of which are             
long-standing customers of the Company.                                         

Industrial                                                              

    The majority of the Company's existing and targeted industrial customers are
involved in the manufacture of branded and private label packaged foods. The    
same trends which have contributed to the increase in away-from-home meal       
preparation have also fueled the growth in easy to prepare, microwaveable frozen
and refrigerated convenience foods. Among the fastest growing segments is the   
approximately $1.2 billion frozen and refrigerated hand-held foods market.      
According to Packaged Facts, a consumer product research publications firm, this
market, which consists of burritos and other wrap sandwiches, pocket-style      
sandwiches, hand-held appetizers and other similar hand-held entree items, grew 
at a compound annual rate of 9.1% from 1993 to 1995, and is projected to grow at
a compound annual rate of 8.0% from 1995 to 2000. This growth has been driven by
improved product quality and variety and the increasing need for inexpensive,   
yet hearty, food items which require minimal preparation. Despite its rapid     
growth, many categories of frozen and refrigerated hand-held foods have achieved
less than 20% household penetration. The Company believes it has been successful
in establishing and maintaining supply relationships with many of the leading   
manufacturers in this market, including Chef America, and that it is well-suited
to service this customer base with a broad line of value-added products which   
meet its customers needs.                                                       

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PRODUCTS                                                                        

The Company manufactures and markets a wide variety of value-added beef,
pork and poultry products for both foodservice and industrial customers.        
Products are provided in either "solid-muscle," or natural cut form, and        
"restructured" form, whereby natural cuts are ground, blended or emulsified to  
provide a generally more consistent and lower cost end product. The Company     
manufactures both pre-cooked and uncooked products in both portion-controlled   
and bulk form, depending upon the specific preparation, storage or manufacturing
needs of the end customer. Various sauces, spices, marinades and vegetable      
mixtures are also used in certain of the Company's products.                    

   The following charts depict the Company's net sales by product category and
meat variety, respectively, on a pro forma basis for the fiscal year ended      
September 30, 1996.                                                             

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC                     

                                                                [Download Table]

           PRO FORMA NET SALES                      
                                                    
Fiscal Year Ended                                   
September 30, 1996                                  
Pork                                             10%
Beef (Uncooked Arby's)                           19%
Beef (Other)                                     61%
Poultry                                          10%
Arby's Uncooked Beef                             19%
Uncooked Hamburger Patties and Meatballs          1%
Charbroiled Products and Crumble Toppings         3%
Meat Rolls and Other Value-added                 20%
Sandwich Steaks                                  57%

Foodservice                                                             

The Company's primary foodservice products are thinly-sliced beef and   
chicken used in Philadelphia-style sandwiches. Sandwich steaks are marketed     
principally under the Quality Foods' Philly-Quik and Blue Diamond brand names   
and are sold in both uncooked, portion-controlled form and in pre-cooked, bulk  
packaged form. The Company employs a proprietary forming and freezing process   
for its sandwich steak products that, the Company believes, produces a product  
with excellent flavor and visual appearance, as well as superior product yield  
when cooked. Because of its product quality and performance, the Company has    
historically been able to charge a premium price for its uncooked sandwich steak
products. The Company's pre-cooked sandwich steak meat has historically been    
sold principally to Subway. With the substantial completion of the Philadelphia 
Consolidation, the Company will have sufficient capacity to begin marketing this
product to other large QSRs and foodservice operators. In addition, new products
under development include portion-controlled, pre-cooked versions of its current
products for QSRs and non-traditional foodservice operators, as well as a       
pre-cooked chicken product.                                                     

The Company's foodservice products also include a variety of pre-cooked 
items including charbroiled hamburger patties, chicken breasts, pork-rib patties
and other sandwich meats; meat crumble toppings and meatballs; stripped, sliced 
and diced meats used in salad bars and entree dishes; barbecue meats in a       
variety of regional sauces; and Mexican specialties including fajita meats and  
taco fillings. These products                                                   

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are provided principally pre-cooked and are packaged in either                  
portion-controlled or bulk form. In addition, the Company is currently          
installing a new, multi-purpose cooking oven in its Montebello, California      
facility, capable of producing a broad array of pre-cooked crumble toppings and 
meatballs.                                                                      

  The Company also manufactures certain other uncooked meat products for the
foodservice industry including an uncooked restructured beef product for the    
Arby's restaurant chain, as well as meatballs and hamburger patties.            

Industrial                                                              

  The Company provides pre-cooked meat and poultry products to manufacturers
of packaged foods. Industrial products are typically manufactured using         
"least-cost" formulations and are generally sold in restructured, as opposed to 
natural cut form. This involves blending various cuts of meat or poultry with   
seasonings, vegetable-based binders and other ingredients to produce a product  
that will retain a high degree of consistency through the customer's            
manufacturing process. These products are often subjected to multiple further   
processing steps, including blending, re-heating and re-freezing by the         
Company's customers and thus are typically formulated with taste, performance,  
nutritional and cost characteristics specific to each customer's requirements.  
The majority of the Company's industrial products are sold in roll-form, which  
the customer then slices, dices or otherwise processes to produce an end        
product. Increasingly, the Company has provided its products in sliced, diced or
stripped form, some of which are blended with seasonings and sauces, in         
accordance with the manufacturing requirements of its customers. With the added 
production capacity afforded by recent capital improvements to its facilities,  
the Company will be able to expand its processing capabilities to take advantage
of what it believes is a growing demand among packaged food manufacturers for   
more highly processed products.                                                 

CUSTOMERS AND END PURCHASERS                                                    

The Company serves over 600 active customers including broad line and   
specialty foodservice distributors, packaged foods manufacturers and major      
national and regional restaurant chains. On a pro forma basis, Subway, Arby's   
and Chef America accounted for 26.4%, 20.2% and 16.7% of the Company's net      
sales, respectively, in fiscal 1996. No other customer accounted for as much as 
4.5% of the Company's net sales during that year. See "Risk Factors--Importance 
of Key Customers."                                                              

The Company supplies its foodservice customers generally through        
distributors which take title to the product and resell it. Among the Company's 
customers are many of the country's largest broad line and specialty food       
service distributors including Sysco Corporation, Alliant Food Service, Inc.,   
PYA/Monarch, Inc., Rykoff/Sexton, Pro Source Distribution, Inc. and J.P.        
Foodservice. While the sale is made to the distributor, the Company maintains   
active customer relationships with many large end purchasers including Subway,  
Great Steak & Potato Co., International House of Pancakes, Inc., Domino's Pizza,
Inc., Nathan's Famous Inc., Blimpie International, Inc. and Arby's. For these   
and other large end purchasers, the Company's products generally go through     
extensive qualification procedures and its manufacturing capabilities are       
subjected to thorough review by the end purchasers prior to the Company's       
approval as a vendor. Large end purchasers typically select suppliers that can  
consistently meet increased volume requirements on a national basis during peak 
promotional periods. In its value-added operations, the Company believes that   
its manufacturing flexibility, national presence and long-standing customer     
relationships pose barriers to entry for other manufacturers seeking to provide 
similar products to the Company's current large foodservice end purchasers.     

The Company's industrial customers comprise some of the leading packaged
foods manufacturers in the country, including Chef America, H.J. Heinz Co.,     
Inc., Foodbrands America, Inc., Schwan's Sales Enterprises, Inc., Kraft Foods,  
Inc. and McLane Company. Given the highly customized nature of the Company's    
products, relationships are generally maintained at various levels within the   
Company. The Company believes that it has been able to maintain and expand these
relationships through its attention to customer service, by providing products  
that consistently meet the changing needs of its customers and by               

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remaining cost competitive. The Company believes that once its value-added      
products are approved as principal ingredients in its customers' end products,  
there exist high barriers to entry for other manufacturers as long as the       
Company's overall quality, costs and product support remain competitive.        

SALES AND MARKETING                                                             

    Prior to the Acquisition, Quality Foods and Custom Foods maintained separate
sales and marketing efforts. The Company plans to divide its sales and marketing
efforts between the foodservice and industrial markets in order to better serve 
its target markets.                                                             

Direct Sales Force                                                      

The Company has a 16-person direct sales force consisting of ten        
professionals with extensive experience in the value-added meat industry, and   
six sales support personnel. Direct sales and marketing efforts differ          
substantially between foodservice and industrial accounts.                      

    In its foodservice sales operations, the Company employs ten sales and sales
support personnel, located in Colorado, Florida, Maryland and Pennsylvania.     
These individuals develop and maintain the Company's relationships with large   
end purchasers, including Subway and its various franchisee groups, QSRs,       
sandwich chains and major distributors. Sales personnel also interface with the 
Company's independent foodservice distributor network, principally for the      
purposes of developing new accounts for existing products as well as developing 
new products to market through the existing channels.                           

Industrial sales are conducted by six in-house sales and sales support  
personnel, located in Arizona, California, Maryland and Texas. In this segment, 
sales are generally made without the use of foodservice brokers, and involve a  
high degree of customer service and interaction with the product development,   
manufacturing and purchasing personnel of the end purchaser. Due to historical  
capacity constraints in the Company's pre-cooked product lines, a formal        
industrial sales and marketing effort was not established until early in        
calendar year 1996. The Company intends to continue to add experienced direct   
salespeople in this area to increase its sales penetration among packaged foods 
manufacturers on a national basis.                                              

Independent Broker Network                                              

The Company maintains a network of 44 independent foodservice brokers   
covering 42 states and six Canadian provinces all of which are compensated on a 
commission basis. The Company estimates that these brokers employ over 200      
individual sales personnel. The Company believes that its broker relationships  
are a valuable asset providing significant new product and customer             
opportunities. The brokers perform several significant functions for the Company
including identifying and developing new business opportunities and providing   
customers service and support to the Company's distributors and end purchasers. 

MANUFACTURING AND PROCESSING                                                    

   The Company purchases whole cuts of raw meat and poultry in either fresh or
frozen form and subjects them to various processing steps including blending,   
forming, cooking and, in some cases, further processing including shredding,    
cubing, slicing and the addition of sauces and vegetables. The Company has      
developed highly specialized products for customers which include proprietary   
recipes and manufacturing processes that the Company believes would be difficult
for a competitor to duplicate. Custom Foods usually develops the recipes and    
manufacturing processes for its customers, or receives general requirements and 
then develops a product formulation and manufacturing process to produce a      
product that meets the needs of its customers. These requirements can include   
specific fat and nutritional content, taste, texture, and various performance   
characteristics specific to the customer's manufacturing process.               

The Company generally retains ownership of its proprietary manufacturing
processes and generally retains ownership of its product recipes. Although the  
customer often specifies the ultimate "label"                                   

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requirements and product specifications, the actual manufacturing steps and     
processes typically remain confidential and proprietary to the Company.         

RAW MATERIALS AND SUPPLIERS                                                     

 The Company's principal raw materials consist of fresh and frozen cuts of
beef, pork and poultry, purchased from a variety of local, national and foreign 
suppliers. The Company often makes forward volume commitments on raw materials  
to lock in availability and pricing consistent with its production expectations.
The Company also purchases a variety of spices, binders, sauces and other       
product additives used in the manufacturing process.                            

The Company typically utilizes a variety of meat and poultry cuts in the
manufacture of its restructured products. In its sandwich steak product lines,  
however, the Company generally purchases beef lifter and loin tail cuts to      
ensure product quality and consistency throughout the manufacturing process.    
Lifter meat, and to a lesser extent loin tail, have historically experienced    
significant price fluctuations during the course of the year based on seasonal  
buying patterns of large users and product availability relative to other cuts  
of beef, with prices typically lowest from May to August and highest in the     
Spring and Fall. Historically, the Company has purchased larger quantities      
during the low points in the seasonal cycle, formed the product into an         
intermediate stage and frozen it for further processing as production           
requirements dictate.                                                           

The Company believes that its beef, pork and poultry raw materials are  
available from a number of sources at market prices and quantities sufficient to
meet its anticipated production needs. The Company does, however, concentrate   
certain beef and pork purchases to ensure the highest quality and consistency of
product and to improve its overall costs. For fiscal 1996 on a pro forma basis, 
the Company purchased 40.9% of the dollar value of its meat and poultry         
requirements from divisions of ConAgra, Inc.                                    

PATENTS AND TRADEMARKS                                                          

The Company has no material patents or trademarks on which its business 
depends.                                                                        

COMPETITION                                                                     

    The Company competes in highly competitive markets with a significant number
of companies of various sizes, including divisions or subsidiaries of larger    
companies. The principle competitive factors in its markets are product quality 
and consistency, price, customer service, ability to produce highly specialized 
products to meet specific customer requirements. Many of the Company's          
competitors are larger and have greater financial resources.                    

The Company competes with various local and regional manufacturers,     
including Liberty Bell Meat Co. and Devault Meat Co. in sales of the uncooked   
Phildelphia-style steak sandwich products. In its pre-cooked sandwich steak     
line, the Company competes with Waltham Beef and Provision and Allied Meat Co.  
The markets for the Company's industrial products are very fragmented and the   
Company generally competes with a number of national and regional competitors in
those markets, a number of which are significantly larger than the Company. In  
sales to Arby's, the Company competes with Cargill, IBP, Inc. and Emmbers.      

GOVERNMENT REGULATORY MATTERS                                                   

The Company is subject to federal, state and local health laws and      
regulations that establish standards for the manufacture, storage, labeling and 
transport of foodstuffs. The USDA is the regulatory body that is primarily      
responsible for monitoring the Company's operations. Beef, pork and poultry     
inspection is mandatory, under the jurisdiction of the Food Safety and          
Inspection Service (a division of the USDA), for meat that is transported across
state lines or is otherwise placed in interstate commerce.                      

 The Company operates USDA-approved facilities. The Company's programs are
designed to assure that its Company's products are manufactured under conditions
that meet or exceed all applicable government standards. Such programs are      
monitored by federal inspectors and include: (i) inspection of                  

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meat at various stages of processing, (ii) temperature monitoring for both fresh
and cooked meat, (iii) review and approval of labelling and (iv) controlling and
monitoring the use of additives.                                                

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

EMPLOYEES                                                                       

As of March 31, 1997, the Company had 568 employees, 494 of whom were   
engaged in manufacturing and warehousing, 16 were engaged in sales and marketing
and 58 were engaged in administration.                                          

 The Company's unionized employees include 196 employees at Quality Foods'
Philadelphia facility who are represented by the Teamsters Union. In addition,  
the Company has 46 employees at Custom Foods' Montebello facility who are       
represented by the Teamsters Union under a contract that expires on March 31,   
2000. Neither Quality Foods nor Custom Foods has had a strike during the past   
ten years.                                                                      

PROPERTIES                                                                      

The following table sets forth the Company's principal facilities:      

                                                        [Enlarge/Download Table]

                                                                                                         SQUARE  
LOCATION                                                               PURPOSE           OWNED/LEASED    FOOTAGE 
------------------------------------------------------------  -------------------------  -------------  ---------
                                                                                                                 
Philadelphia, PA............................................  Manufacturing and                Owned      150,000
                                                              Administrative Offices                             
Camden, NJ..................................................  Manufacturing                    Owned       45,000
Montebello, CA..............................................  Manufacturing and               Leased       32,000
                                                              Administrative Offices                             
Owingsville, KY.............................................  Manufacturing                   Leased       38,000
Vernon, CA..................................................  Manufacturing                   Leased       20,000

ENVIRONMENTAL MATTERS                                                           

    The business operations of the Company and the operation of real property by
Custom Foods and Quality Foods are subject to extensive and changing federal,   
state and local environmental laws and regulations pertaining to the discharge  
of materials into the environment, the handling and disposition of wastes       
(including solid and hazardous wastes) or otherwise relating to protection of   
the environment. Compliance with federal, state and local environmental laws and
regulations is not expected to have a material impact on the Company's capital  
expenditures, earnings or competitive position. No assurance can be given,      
however, that additional environmental issues relating to presently known       
matters or identified sites or to other matters or sites will not require       
additional, currently unanticipated investigation, assessment or expenditures.  

Environmental assessment audits conducted prior to Quality Foods'       
acquisition of the Philadelphia facility revealed the presence there of         
petroleum hydrocarbon contamination from former underground storage tank        
operations. The facility's former owner has conducted assessment and remedial   
work at the site under the oversight of the Pennsylvania Department of          
Enviromental Protection. Soil and groundwater remediation is substantially      
complete. Pursuant to an agreement among the facility's former owner, Quality   
Foods, and the Commonwealth of Pennsylvania, subject to certain exceptions,     
Quality Foods is not responsible to the Commonwealth of Pennsylvania for        
identified environmental contamination that occurred on the site prior to       
Quality Foods' acquisition of the facility.                                     

LEGAL PROCEEDINGS                                                               

 The Company is not involved in any legal matters within or outside of the
normal course of business which would have a material impact on the operations  
or financial position of the Company.                                           

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MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY                                 

Set forth below are the names, ages and positions of the directors,     
executive officers and significant employees of the Company. All directors hold 
office until the next annual meeting of stockholders of the Company and until   
their successors are duly elected and qualified, and all executive officers hold
office at the pleasure of the Board of Directors.                               

                                                        [Enlarge/Download Table]

NAME                                                   AGE     POSITION(S)                                          
-----------------------------------------------------  ---     -----------------------------------------------------
                                                                                                                    
          EXECUTIVE OFFICERS AND DIRECTORS                                                                          
Roberto Buaron.......................................      51  Director, Chairman                                   
Robert Gioia.........................................      48  Director, President and Chief Executive Officer      
Richard Griffith.....................................      64  Director, Vice Chairman                              
David Cohen..........................................      33  Director, Executive Vice President                   
Eric Ek..............................................      41  Director, Vice President, Chief Financial Officer and
                                                                 Secretary                                          
James Long...........................................      54  Director, Vice Chairman and Treasurer                
Andrew Kohn..........................................      29  Director                                             
Keith Pennell........................................      30  Director                                             
James Schubauer II...................................      33  Director                                             

                SIGNIFICANT EMPLOYEES                                                                               
Robert Capobianco....................................      42  Director of Operations--Quality Foods                
Larry Davis..........................................      41  Chief Financial Officer--Quality Foods               
Steven Diener........................................      52  Vice President--Sales and Marketing--Custom Foods    
Gerald Harger........................................      48  Vice President of National Accounts--Quality Foods   
Jeffry Kohlhoff......................................      48  Vice President--Manufacturing--Custom Foods          

 ROBERTO BUARON has been the Chairman and a director of CFP Holdings since
December 1996. He is the Chairman and Chief Executive Officer of First Atlantic,
which he founded in 1989. From 1987 to 1989, he was an Executive Vice President 
with Overseas Partners, Inc., an investment management firm. Mr. Buaron is      
currently a director of BPC Holding Corporation.                                

   ROBERT GIOIA has been the President, Chief Executive Officer and a director
of CFP Holdings since December 1996. He has been the Chairman and Chief         
Executive Officer of Quality Foods and of a corporation (of which he is the sole
stockholder) which was a partner of Quality Foods since July 1992. He has held  
management positions in the food processing industry for over 22 years. Prior to
joining Quality Foods, Mr. Gioia was responsible for sales and marketing of the 
foodservice division, both restaurant and institutional, of the Red Wing        
Company, a national food manufacturer and processor. In addition, Mr. Gioia held
several positions, including Vice President, with the Gioia Macaroni Company, a 
national pasta manufacturer founded by the Gioia family in 1910.                

  RICHARD GRIFFITH has been the Vice Chairman of CFP Holdings since December
1996 and a director of CFP Holdings since March 1993. He has been the President 
and Chief Executive Officer of Custom Foods since March 1993. Prior to the      
formation of the Company, Mr. Griffith served as President and Chief Executive  
Officer of the Company's predecessors, Best Western and Center of the Plate     
since November 1991. Mr. Griffith was the founding Chairman of Arcop, Inc., the 
purchasing cooperative of the Arby's restaurant chain.                          

DAVID COHEN has been the Executive Vice President and a director of CFP 
Holdings since December 1996. He has been President and Chief Operating Officer 
of Quality Foods since July 1992 and president of a corporation (of which he is 
the sole stockholder) which was a partner of Quality Foods. Mr. Cohen joined    
Quality Foods in 1983 and has served in numerous positions, including National  
Sales Manager, before becoming Chief Operating Officer.                         

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ERIC EK has been the Vice President and Chief Financial Officer of the  
Company since July 1993 and a director of CFP Holdings since December 1996.     
Previously, Mr. Ek was a Managing Director at Takenaka & Company, a Pacific Rim 
focused investment banking firm from 1990 to 1993. At Takenaka, Mr. Ek was the  
Chief Financial Officer of a residential home builder and a Chief Administrative
Officer for a manufacturing firm. Prior to joining Takenaka, Mr. Ek was employed
by KPMG Peat Marwick and Ernst & Young. Mr. Ek is a Certified Public Accountant.

 JAMES LONG has been the Vice Chairman and Treasurer of CFP Holdings since
December 1996 and a director of the Company since March 1993. He has been an    
Executive Vice President of First Atlantic since March 1991. From January 1990  
to February 1991, Mr. Long was an Executive Vice President at Kleinwort Benson  
Equity Fund, a leveraged buyout fund. Mr. Long is currently a director of BPC   
Holding Corporation.                                                            

ANDREW KOHN has been a director of CFP Holdings since December 1996. Mr.
Kohn is a Vice President of First Atlantic, with which he has been employed     
since 1994. Previously, Mr. Kohn was employed by Berkshire Partners, a private  
equity investment firm, and Bear Stearns & Co.                                  

 KEITH PENNELL has been a director of CFP Holdings and Assistant Secretary
since January 1994. Mr. Pennell is a Vice President of First Atlantic with which
he has been associated since 1992. From 1989 to 1992, Mr. Pennell worked in the 
investment banking department of Dean Witter Reynolds, Inc.                     

JAMES SCHUBAUER II has been a director of CFP Holdings and Assistant    
Secretary since December 1996. He joined First Atlantic as a Senior Vice        
President in September 1996. Prior to that, Mr. Schubauer was a Senior Vice     
President with the private equity investment firm Rosecliff, Inc., prior to     
which he worked in various positions at SG Warburg & Co., CS First Boston and   
Morgan Stanley & Co., Inc.                                                      

   ROBERT CAPOBIANCO has worked for Quality Foods since December 1989 and been
the Director of Operations of Quality Foods since October 1992. Prior to joining
Quality Foods, Mr. Capobianco worked as Operations Manager at Southern Best     
Foods. Mr. Capobianco has over 17 years of experience in the meat industry.     

STEVEN DIENER has been the Vice President--Sales and Marketing of Custom
Foods since December 1996. Prior to joining Custom Foods in 1995, Mr. Diener was
the Vice President--Sales and Marketing for Wilshire Meat Sales. Previously, Mr.
Diener was the President of McLane Foods, Inc.                                  

LARRY DAVIS has been the Chief Financial Officer of Quality Foods since 
March 1995, having joined Quality Foods in July 1994. He was most recently a    
Senior Manager with Ernst & Young LLP, an international accounting and          
consulting firm, where he was employed for 15 years. Mr. Davis is a Certified   
Public Accountant.                                                              

 GERALD HARGER has been the Vice President of National Accounts of Quality
Foods since October 1993. He most recently worked as President and Chief        
Operating Officer of Tavilla Marketing, the North American Import Division of   
Albert Fisher, Inc., an international produce holding corporation. Mr. Harger   
has over ten years of experience with foodservice national accounts, and was    
National Accounts Manager for Leprino Foods.                                    

  JEFFRY KOHLHOFF has been the Vice President--Manufacturing of Custom Foods
since December 1994. Prior to joining Custom Foods, Mr. Kohlhoff was the        
Director of Quality Assurance for Chef America from 1993 to 1994. Prior to that,
Mr. Kohlhoff was the Vice President of Quality Management for Stokely USA, Inc. 
from 1986 to 1993.                                                              

COMPENSATION OF DIRECTORS                                                       

    All directors are reimbursed for their usual and customary expenses incurred
in attending all Board of Directors and committee meetings. Directors of the    
Company receive no remuneration for serving as directors.                       

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EXECUTIVE COMPENSATION                                                          

  The following table sets forth a summary of the compensation earned by the
Company's Chief Executive Officer and its four other most highly compensated    
executive officers (collectively, the "Named Executive Officers") for services  
rendered in all capacities during the last fiscal year.                         

SUMMARY COMPENSATION TABLE (1)

                                                        [Enlarge/Download Table]

                                                                                             LONG-TERM                         
                                                          ANNUAL COMPENSATION               COMPENSATION                       
                                                   ---------------------------------  ------------------------                 
                                                                                                                               
                                                                                                                     ALL       
                                                                                        OPTIONS       LTIP          OTHER      
                                                     FISCAL      SALARY      BONUS      GRANTED      PAYOUTS    COMPENSATION   
NAME OF EXECUTIVE OFFICER                             YEAR         ($)        ($)         (#)          ($)           ($)       
-------------------------------------------------  -----------  ---------  ---------  -----------  -----------  -------------  
Robert Gioia.....................................        1997     231,761(2)   380,222(3)      0        0             1,159(4) 
                                                   --------------------------------------------------------------------------  
Richard Griffith.................................        1997     300,000    196,200(5)      0          0             7,015(6) 
                                                   --------------------------------------------------------------------------  
David Cohen......................................        1997     165,696(7)   248,016(8)      0        0            13,159(9) 
                                                   --------------------------------------------------------------------------  
Eric Ek..........................................        1997     151,884    120,100 10)      0         0             7,015(11)
                                                   --------------------------------------------------------------------------  
Jeffry Kohlhoff..................................        1997     129,392    119,127 12)      0         0             0        

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

(1) For purposes of this table, the fiscal year referred to herein means the    
12-month period ended March 31, 1997.                                   

(2) Consists of $151,097 of compensation received for the first 9 months of the 
   fiscal year from Quality Foods and $80,664 of compensation received for the
   last 3 months of the period from the Company. Mr. Gioia's base compensation
under his employment agreement with the Company is $325,000.            

(3) Consists of (i) $147,722 of bonus received for the first 9 months of the    
period from Quality Foods, (ii) $12,500 of bonus earned for the last 3  
    months of the period from the Company, (iii) $120,000 of bonus received from
Quality Foods in connection with the consummation of the Acquisition and
  (iv) $100,000 of bonus received in connection with the consummation of the
Offering.                                                               

(4) Consists of $1,159 excess term life insurance.                              

(5) Includes (i) $42,857 of bonus received in connection with the consummation  
 of the Acquisition and (ii) $107,143 of bonus received in connection with
the consummation of the Offering.                                       

(6) Consists of $7,015 of value of personal use of the Company's automobile.    

(7) Consists of $106,814 of compensation received for the first 9 months of the 
   period from Quality Foods and $58,882 of compensation received for the last
    3 months of the period from the Company. Mr. Cohen's base compensation under
his employment agreement with the Company is $240,000.                  

(8) Consists of (i) $105,516 of bonus received for the first 9 months of the    
period from Quality Foods, (ii) $12,500 of bonus earned for the last 3  
    months of the period from the Company, (iii) $120,000 of bonus received from
Quality Foods in connection with the consummation of the Acquisition and
 (iv) $10,000 of bonus received in connection with the consummation of the
Offering.                                                               

(9) Consists of $1,159 excess term life insurance and $12,000 car allowance.    

(10) Includes (i) $28,571 of bonus received in connection with the consummation 
    of the Acquisition and (ii) $71,429 of bonus received in connection with the
consummation of the Offering.                                           

(11) Consists of $4,545 of disability insurance, $370 excess term life insurance
and $2,100 of car allowance.                                            

(12) Includes (i) $28,571 of bonus received in connection with the consummation 
    of the Acquisition and (ii) $71,429 of bonus received in connection with the
consummation of the Offering.                                           

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OPTION GRANTS IN LAST FISCAL YEAR 

   There were no options granted to any of the Named Executive Officers in the
last fiscal year.                                                               

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR 
AND FISCAL YEAR-END OPTIONS VALUES

   The following table sets forth information with respect to each exercise of
stock options during the last fiscal year. by each of the Named Executive       
Officers and the number of options held at fiscal year end and the aggregate    
value of in-the-money options held at fiscal year end.                          

                                                        [Enlarge/Download Table]

                                                                                                     VALUE OF   
                                                                                      NUMBER OF     UNEXERCISED 
                                                                                     SECURITIES    IN-THE-MONEY 
                                                                                     UNDERLYING     OPTIONS AT  
                                                                                     OPTIONS AT       FY-END    
                                                                                     FY-END (#)       ($)(1)    
                                                            SHARES        VALUE     -------------  -------------
                                                         ACQUIRED ON    REALIZED    EXERCISABLE/   EXERCISABLE/ 
NAME                                                     EXERCISE (#)      ($)      UNEXERCISABLE  UNEXERCISABLE
-------------------------------------------------------  ------------  -----------  -------------  -------------
                                                                                                                
Robert Gioia...........................................           --           --        0/0            0/0     
Richard Griffith.......................................        2,296      929,880      0/1,149       0/465,345  
David Cohen............................................           --           --        0/0            0/0     
Eric Ek................................................          935      378,675       0/444        0/179,820  
Jeffry Kohlhoff........................................          459      185,895       0/230        0/93,150   

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

(1) Based on the fair market value of the Common Stock at March 31, 1997        
($694.00 per share), as determined by the Company's Board of Directors. 

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EMPLOYMENT AGREEMENTS                                                           

The Company has entered into an employment agreement with Mr. Gioia (the
"Gioia Employment Agreement") that expires on December 31, 2001 or on an earlier
date in accordance with the terms of the Gioia Employment Agreement. Base       
compensation under the Gioia Employment Agreement is $325,000 per year plus an  
annual adjustment beginning in January 1998 based on the Consumer Price Index.  
Mr. Gioia is also eligible to participate in the Company's annual cash bonus    
plan which is based upon the Company's achievement of certain annual performance
targets, subject to the right to receive a minimum annual cash bonus of $50,000.
The Company may terminate Mr. Gioia at any time for "cause" or after a specified
period upon a "disability" (as such terms are defined in the Gioia Employment   
Agreement). If the Company terminates Mr. Gioia "without cause" (as such term is
defined in the Gioia Employment Agreement), Mr. Gioia is entitled to receive,   
among other things, the aggregate of his base salary and the pro rata portion of
his minimum annual bonus payable through the later of December 31, 2001 or 18   
months from the date of termination by the Company "without cause." In          
connection with the Gioia Employment Agreement, upon the adoption of the 1997   
Stock Option Plan Mr. Gioia will be granted options to purchase up to that      
number of shares of Class B Nonvoting Common Stock, $.01 par value, of CFP Group
(the "Class B Nonvoting Common Stock") equal to 1.25% of the total number of    
issued and outstanding shares of common stock of CFP Group (determined on a     
fully-diluted basis).                                                           

   The Company has entered into an employment agreement with Mr. Griffith (the
"Griffith Employment Agreement") that expires on December 31, 1999 or on an     
earlier date in accordance with the terms of the Griffith Employment Agreement. 
Base compensation under the Griffith Employment Agreement is $300,000 per year  
plus an annual adjustment beginning in July 1997 based on the Consumer Price    
Index. Mr. Griffith is also eligible to participate in the Company's annual cash
bonus plan which is based upon Custom Foods' achievement of certain annual      
performance targets. The Company may terminate Mr. Griffith at any time for     
"cause" or after a specified period upon a "disability" (as such terms are      
defined in the Griffith Employment Agreement). If the Company terminates Mr.    
Griffith "without cause" (as such term is defined in the Griffith Employment    
Agreement), Mr. Griffith is entitled to receive, among other things, the        
aggregate of his base salary payable through the earlier of December 31, 1999 or
18 months from the date of termination by the Company "without cause" and the   
pro rata portion of his annual bonus for the fiscal year in which such          
termination occurred.                                                           

The Company has entered into an employment agreement with Mr. Cohen (the
"Cohen Employment Agreement") that expires on December 31, 1999 or on an earlier
date in accordance with the terms of the Cohen Employment Agreement. Base       
compensation under the Cohen Employment Agreement is $240,000 per year plus an  
annual adjustment beginning in January 1998 based on the Consumer Price Index.  
Mr. Cohen is also eligible to participate in the Company's annual cash bonus    
plan which is based upon Quality Food's achievement of certain annual           
performance targets, subject to the right to receive a minimum annual cash bonus
of $50,000. The Company may terminate Mr. Cohen at any time for "cause" or after
a specified period upon a "disability" (as such terms are defined in the Cohen  
Employment Agreement). If the Company terminates Mr. Cohen "without cause" (as  
such term is defined in the Cohen Employment Agreement), Mr. Cohen is entitled  
to receive, among other things, the aggregate of his base salary and the pro    
rata portion of his minimum annual bonus through the later of December 31, 1999 
or 18 months from the date of termination by the Company "without cause." In    
connection with the Cohen Employment Agreement, upon the adoption of the 1997   
Stock Option Plan Mr. Cohen will be granted options to purchase up to that      
number of shares of Class B Nonvoting Common Stock of CFP Group equal to 1.25%  
of the total number of issued and outstanding shares of common stock of CFP     
Group (determined on a fully-diluted basis).                                    

 The Company has entered into an employment agreement with Mr. Ek (the "Ek
Employment Agreement") that expires on December 31, 1999 or on an earlier date  
in accordance with the terms of the Ek Employment Agreement. Base compensation  
under the Ek Employment Agreement is $165,200 per                               

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year plus an annual adjustment beginning in July 1997 based on the Consumer     
Price Index. Mr. Ek is also eligible to participate in the Company's annual cash
bonus plan which is based upon Custom Foods' achievement of certain annual      
performance targets. The Company may terminate Mr. Ek at any time for "cause" or
after a specified period upon a "disability" (as such terms are defined in the  
Ek Employment Agreement). If the Company terminates Mr. Ek "without cause" (as  
such term is defined in the Ek Employment Agreement), Mr. Ek is entitled to     
receive, among other things, the aggregate of his base salary payable for 12    
months from the date of termination by the Company "without cause" and the pro  
rata portion of his annual bonus for the fiscal year in which such termination  
occurred.                                                                       

PUT RIGHTS OF MESSRS. GIOIA, COHEN AND GRIFFITH                                 

  Under the terms of their respective employment agreements, each of Messrs.
Gioia, Cohen and Griffith have the right, in connection with the termination of 
their employment under certain circumstances, to sell to CFP Group, and CFP     
Group is obligated to purchase, the shares of Class A Nonvoting Common Stock (in
the case of Mr. Griffith) and Class B Nonvoting Common Stock (in the case of    
Messrs. Gioia and Cohen) owned by them. The price at which such shares may be   
purchased and sold is intended to be the fair market value thereof as determined
pursuant to a formula (in the case of Mr. Griffith) and an appraisal (in the    
case of Messrs. Gioia and Cohen). The right of such individuals to sell their   
shares to CFP Group is subject to the terms and conditions of the then          
outstanding credit facilities of CFP Group and its subsidiaries.                

    In addition, under the terms of the Griffith Employment Agreement, CFP Group
has the right, under certain circumstances, to require Mr. Griffith to sell the 
shares of Class A Nonvoting Common Stock owned by him to CFP Group. The price at
which such shares may be purchased and sold is intended to be the fair market   
value thereof as determined pursuant to a formula. The right of CFP Group to    
purchase Mr. Griffith's shares is also subject to the terms and conditions of   
the then outstanding credit facilities of CFP Group and its subsidiaries.       

EMPLOYEE STOCK OPTION PLAN                                                      

1995 STOCK OPTION PLAN                                                  

   The Company's 1995 Stock Option Plan (the "Option Plan"), which was assumed
by CFP Group in December, 1996, provides for the grant of both incentive stock  
options ("ISOs") and non-qualifying stock options ("NSOs") to directors and     
employees of, and independent consultants and contractors to, the Company and   
its subsidiaries. A total of 11,586 shares of nonvoting common stock has been   
authorized and reserved for issuance under the Option Plan, subject to          
adjustment to reflect changes in capitalization resulting from stock splits,    
stock dividends and similar events.                                             

   The Option Plan is administered by the Board of Directors or a Stock Option
Committee (the "Committee") appointed by the Board of Directors. The Committee  
has the authority to interpret the Option Plan, to determine the persons to whom
options will be granted, to determine the basis upon which the options will be  
granted, and to determine the exercise price, duration and other terms of the   
options to be granted under the Option Plan, provided, among other things, that 
(a) the exercise price of ISOs granted under the Option Plan may not be less    
than the fair market value of the stock subject to the option on the date of    
grant (110% of fair market value if the employee is the beneficial owner of 10% 
or more of CFP Group's voting securities), (b) the exercise price must be paid  
in cash, by personal or certified check or by surrendering previously owned     
shares of nonvoting common stock upon the exercise of the option, (c) the term  
of the option may not exceed ten years (or five years in the case of an ISO     
granted to an employee who is the beneficial owner of 10% or more of CFP Group's
voting securities), (d) no option is transferrable other than by will or the    
laws of descent and distribution and (e) no option may be granted to a member of
the Committee.                                                                  

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Upon the termination of an optionee's employment (other than by death or
disability), such person's options may be exercised during the three-month      
period following the date of such termination. In the event of the death or     
disability of an optionee, the option may be exercised by such person or his    
personal representative during the six month period following the date the      
optionee ceases to be an employee of the Company by reason of such death or     
disability. In the event of a Corporate Transaction (as such term is defined in 
the Option Plan), each outstanding option under the Option Plan which is not    
assumed or replaced with a comparable option from the successor corporation will
automatically terminate.                                                        

 ISOs may not be granted under the plan to any individual if the effect of
such grant would be to permit that person to have the first opportunity to      
exercise such options, in any calendar year, for the purchase of shares having a
fair market value (at the time of the grant of such options) in excess of       
$100,000. ISOs granted under the Option Plan are intended to have the federal   
income tax consequences of a qualified stock option. An employee to whom an     
incentive stock option ("ISO") which qualifies under Section 422 of the Code is 
granted will not recognize income at the time of grant or exercise of such      
Option. However, upon the exercise of an ISO, any excess in the fair market     
price of the Common Stock over the Option Price constitutes a tax preference    
item which may have alternative minimum tax consequences for the employee. If   
the employee sells such shares more than one year after the date of transfer of 
such shares and more than two years after the date of grant of such ISO, the    
employee will generally recognize a long-term capital gain or loss equal to the 
difference, if any, between the sale prices of such shares and the Option Price.
In such case, CFP Group will not be entitled to a federal income tax deduction  
in connection with the grant or exercise of the ISO. If the employee does not   
hold such shares for the required period, when the employee sells such shares,  
the employee will recognize ordinary compensation income and possibly capital   
gain or loss (long-term or short-term, depending on the holding period of the   
stock sold) in such amounts as are prescribed by the Code and the regulations   
thereunder, and CFP Group will generally be entitled to a Federal income tax    
deduction in the amount of such ordinary compensation income recognized by the  
employee.                                                                       

   An employee to whom a nonqualified stock option ("NSO") is granted will not
recognize income at the time of grant of such Option. When such employee        
exercises such NSO, the employee will recognize ordinary compensation income    
equal to the excess, if any, of the fair market value, as of the date of Option 
exercise, of the shares the employee receives upon such exercise over the Option
Price paid. The tax basis of such shares to such employee will be equal to the  
Option Price paid plus the amount, if any, includible in the employee's gross   
income, and the employee's holding period for such shares will commence on the  
date on which the employee recognizes taxable income in respect of such shares. 
Gain or loss upon a subsequent sale of any Common Stock received upon the       
exercise of a NSO generally would be taxed as capital gain or loss (long-term or
short-term, depending upon the holding period of the stock sold). Certain       
additional rules apply if the Option Price is paid in shares previously owned by
the participant. Subject to the applicable provisions of the Code and           
regulations thereunder, CFP Group will generally be entitled to a Federal income
tax deduction in respect of a NSO in an amount equal to the ordinary            
compensation income recognized by the employee. This deduction will, in general,
be allowed for the taxable year of CFP Group in which the participant recognizes
such ordinary income. The Board of Directors may amend the Option Plan without  
stockholder approval in any respect other than any amendment that requires      
stockholder approval by law or pursuant to the rules of the Code regarding      
qualified stock options.                                                        

PROPOSED 1997 STOCK OPTION PLAN                                         

CFP Group intends to establish a new incentive stock option program the 
("1997 Stock Option Plan") which will include the existing management of the    
Company, as well as key senior executives and management of Quality Foods and   
Custom Foods.                                                                   

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PRINCIPAL STOCKHOLDERS

   All of the outstanding capital stock of CFP Holdings is owned by CFP Group.
The following table sets forth certain information regarding the ownership of   
the capital stock of CFP Group as of March 1, 1997 with respect to (i) each     
person known by CFP Group to own beneficially more than 5% of the outstanding   
shares of any class of its voting capital stock, (ii) each of CFP Group's       
directors, (iii) the Named Executive Officers and (iv) all directors and        
officers as a group. Except as otherwise indicated, each of the stockholders has
sole voting and investment power with respect to the shares beneficially owned. 
Unless otherwise indicated, the address for each stockholder is c/o CFP Group,  
Inc., 1117 West Olympic Boulevard, P.O. Box 1027, Montebello, California 90640. 

                                                        [Enlarge/Download Table]

                                                                                      SHARES OF                         
                                               SHARES OF                              NONVOTING          PERCENTAGE OF  
                                                 VOTING         PERCENTAGE OF      COMMON STOCK(1)      ALL CLASSES OF  
                                            COMMON STOCK(1)        VOTING        --------------------    COMMON STOCK   
   NAME AND ADDRESS OF BENEFICIAL OWNER         CLASS A         COMMON STOCK      CLASS A    CLASS B    (FULLY-DILUTED) 
------------------------------------------  ----------------  -----------------  ---------  ---------  -----------------
                                                                                                                        
Atlantic Equity Partners, L.P.(2)                 14,293            97.2   %            --         --           48.8%   

Roberto Buaron(3).........................        14,293            97.2                --         --           48.8    

Richard Griffith(4).......................            --             --              3,161         --           10.7    

Robert Gioia(5)...........................            --             --                 --      1,081            3.7    

Eric Ek...................................            --             --              1,066         --            3.6    

David Cohen(6)............................            --             --                 --      1,081            3.7    

Jeffry Kohlhoff...........................            --             --                459         --            1.6    

Andrew Kohn...............................            --             --                 --         --             --    

James Long(7).............................           173             1.2                --         --              *    

Keith Pennell(7)..........................            17              *                 --         --              *    

James Schubauer II........................            --             --                 --         --             --    

All officers and directors as a group                                                                                   
  (10 persons)............................        14,483            98.5             4,686      2,162           86.4    

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

*   Less than one percent.                                                      

(1) The authorized capital stock of CFP Group consists of 160,000 shares of     
    capital stock, including 150,000 shares of Common Stock, $.01 par value (the
 "Common Stock") and 10,000 shares of Preferred Stock, $.01 par value (the
 "Preferred Stock"). Of the 150,000 shares of Common Stock, 100,000 shares
are designated Class A Voting Common Stock (the "Class A Voting Stock"),
    25,000 shares are designated Class A Nonvoting Stock (the "Class A Nonvoting
Stock"), and 25,000 shares are designated Class B Nonvoting Common Stock
 (the "Class B Nonvoting Stock"). Of the 10,000 shares of Preferred Stock,
3,528 shares are designated Series A Preferred Stock (the "Series A     
Preferred Stock"). The Series A Preferred Stock was redeemed upon the   
closing of the Offering.                                                

(2) Address is P.O. Box 847, One Capital Place, Fourth Floor, Grand Cayman,     
Cayman Islands, British West Indies. Atlantic Equity Associates, L.P.   
("AEA") is the sole general partner of AEP and as such exercises voting 
    and/or investment power over shares of capital stock owned by AEP, including
    the shares of Common Stock held by AEP (the "AEP Shares"). Mr. Buaron is the
   sole stockholder of Buaron Capital Corporation ("BCC"). BCC is the managing
 general partner of AEA. Retni Limited ("Retni"), an indirect wholly owned
    subsidiary of Akros Finanziana S.p.a ("Akros"), is also a general partner of
AEA. As general partners of AEA, BCC and Retni share voting and/or      
investment power over, and may be deemed to beneficially own, the AEP   
Shares. BCC and Retni disclaim any beneficial ownership of any shares of
capital stock owned by AEP, including the AEP Shares. Through their     

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    respective affiliations with BCC, Retni and AEA, Mr Buaron and Akros control
   the sole general partner of AEP and therefore have the authority to control
   voting and/or investment power over, and may be deemed to beneficially own,
 the AEP Shares. Mr. Buaron and Akros disclaim any beneficial ownership of
any of the AEP Shares. Certain present and former employees of First    
 Atlantic, an affiliate of AEP, owning an additional 412 shares of Class A
Voting Stock, have granted AEP the right to vote the shares of Class A  
Voting Stock beneficially owned by them.                                

(3) Address is c/o First Atlantic Capital, Ltd., 135 East 57th Street, New York,
    New York 10022. Represents shares of Common Stock to be owned and controlled
by AEP. Mr. Buaron is the sole shareholder of BCC. BCC is the managing  
   general partner of AEA. AEA is the sole general partner of AEP and as such,
   exercises voting and/or investment power over shares of capital stock owned
and controlled by AEP, including the AEP Shares. Mr. Buaron, as the sole
shareholder and Chief Executive Officer of BCC, and Retni, as a general 
   partner of AEA, control the sole general partner of AEP and therefore share
   voting and/or investment power over, and may be deemed to beneficially own,
the AEP Shares. Mr. Buaron disclaims any beneficial ownership of the AEP
Shares.                                                                 

(4) Includes 70 shares of Class A Nonvoting Stock owned by Mr. Griffith's Profit
Sharing Trust and 150 shares of Class A Nonvoting Stock owned by Mr.    
Griffith's wife.                                                        

(5) Represents 1,081 shares of Class B Nonvoting Stock owned by RDG Food Corp., 
    Inc. ("RDG"). Mr. Gioia, as the sole shareholder of RDG, controls the voting
and disposition of the shares owned by RDG and, therefore, is deemed to 
beneficially own the Class B Nonvoting Stock owned by RDG.              

(6) Represents 1,081 shares of Class B Nonvoting Stock of Amjor Holdings, Inc.  
   ("AHI"). Mr. Cohen, as the sole stockholder of AHI, controls the voting and
disposition of the shares owned by AHI and, therefore, is deemed to     
beneficially own the Class B Nonvoting Stock owned by AHI.              

(7) Address is c/o First Atlantic Capital, Ltd., 135 East 57th Street, New York,
New York, 10022.                                                        

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CERTAIN TRANSACTIONS

TRANSACTIONS WITH CERTAIN STOCKHOLDERS                                          

Effective December 31, 1996, the Company entered into a new management  
consulting agreement with First Atlantic which provides for the annual payment  
of compensation in the amount of $600,000 plus out of pocket expenses to First  
Atlantic in exchange for providing management consulting services to the Company
and its subsidiaries. Such agreement will continue until December 31, 2003      
unless extended pursuant to its terms.                                          

  On December 31, 1996, CFP Group entered into a Stockholders' Agreement (as
defined) with NationsCredit Commercial Corporation, an affiliate of NCMI (as    
defined), and certain other stockholders of CFP Group.                          

CFP Holdings paid Robert Gioia, an executive officer, director and      
beneficial owner of common stock of CFP Group and an executive officer and      
director of CFP Holdings, $100,000 (less amounts required to be withheld by law)
and David Cohen, a beneficial owner of common stock of CFP Group and an         
executive officer and director of CFP Holdings, $10,000 (less amounts required  
to be withheld by law), upon the consummation of the Offering. In addition,     
Custom Foods paid certain of its executive officers (two of whom are also       
executive officers, directors and stockholders of CFP Group) the following      
amounts (less amounts required to be withheld by law), upon consummation of the 
Offering, as indicated:                                                         

                                                        [Enlarge/Download Table]

                                                                                   AMOUNT     
                                                                                  PAID UPON   
                                                                                CONSUMMATION  
NAME                                                                           OF THE OFFERING
-----------------------------------------------------------------------------  ---------------
                                                                                              
Richard Griffith.............................................................    $   107,143  
Eric Ek......................................................................         71,429  
Jeffry Kohlhoff..............................................................         71,429  

  Pursuant to the terms of the Acquisition Agreement, Robert Gioia and David
Cohen, and entities controlled by them, received cash consideration for their   
interests in Quality Foods upon the closing of the Acquisition of $6,232,945 and
$5,131,366, respectively, and are entitled to receive their respective pro rata 
shares, with the other Sellers, of any amounts, if and when released, of the    
part of the purchase price escrowed at closing. Immediately prior to the        
consummation of the Acquisition, Quality Foods paid a bonus to Robert Gioia in  
the amount of $120,000 and David Cohen in the amount of $120,000. Upon          
consummation of the Acquisition, CFP Holdings paid a bonus to (i) Rick Griffith 
in the amount of $42,857, (ii) Eric Ek in the amount of $28,571 and (iii) Jeffry
Kohlhoff in the amount of $28,571.                                              

    Pursuant to an agreement between CFP Holdings and First Atlantic dated as of
December 30, 1996, CFP Holdings paid First Atlantic an investment banking fee of
$750,000 on the consummation of the Acquisition.                                

STOCKHOLDERS' AGREEMENT                                                         

CFP Group, AEP, NationsCredit Commercial Corporation, Richard Griffith, 
Robert Gioia, David Cohen, Eric Ek and the other Stockholders named therein     
entered into a Stockholders' Agreement (the "Stockholders' Agreement") dated as 
of December 31, 1996, which contains certain restrictions with respect to the   
transfer of CFP Group's capital stock, certain rights granted by CFP Group with 
respect to such shares and certain voting and other arrangements. The rights and
obligations of each party to the Stockholders' Agreement shall terminate as to  
such stockholder upon the earliest to occur of (i) the transfer of all stock of 
CFP Group owned by such stockholder, (ii) the twentieth anniversary of the date 
of the Stockholders' Agreement, (iii) a sale of all or substantially all of the 
stock of CFP Group in a single transaction or (d) the consummation of an initial
public offering of the common stock of CFP Group which results in net proceeds  
to CFP Group of at least $100 million dollars.                                  

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The Stockholders' Agreement provides that CFP Group's Board of Directors
shall consist of at least nine directors, including Richard Griffith, Eric Ek,  
Robert Gioia, David Cohen (for so long as each such individual shall remain an  
employee and shall own stock of CFP Group) and the remainder of which shall be  
designated by AEP.                                                              

The Stockholders' Agreement provides that all of the parties to the     
Stockholders' Agreement other than AEP (each such other party being referred to 
herein as the "Selling Group") are prohibited from transferring any stock to any
person engaged in a business which competes in any manner with the business     
conducted by CFP Group and its subsidiaries. In addition, subject to certain    
exceptions, no Selling Group may transfer any stock prior to the third          
anniversary of the date of the Stockholders' Agreement and thereafter no Selling
Group may transfer stock unless it first offers such stock to CFP Group. Should 
CFP Group fail to accept all or any part of the stock offered for sale, AEP will
have the right to purchase all or any part of the stock offered but not accepted
for purchase by CFP Group. Should AEP fail to accept all such stock offered for 
sale, then the Selling Group may transfer the stock so offered to an            
Institutional Investor (as such term is defined in the Stockholders' Agreement) 
or to such other purchaser as shall be approved by AEP (and its transferees).   

   In the event that AEP receives an offer from an unaffiliated third party to
purchase that number of shares of stock of CFP Group which constitutes, in the  
aggregate, more than 50% of the total number of shares then outstanding, AEP    
shall not transfer any stock unless the terms of such offer are extended to the 
other stockholders and the other stockholders are given the opportunity to      
participate on a pro rata basis in such sale.                                   

 Pursuant to the Stockholders' Agreement, if at any time AEP shall approve
(i) a proposal from a person that is not an affiliate of AEP for the transfer of
all of the stock of CFP Group, (ii) the merger or consolidation of CFP Group    
with or into another person that is not an affiliate of AEP in which the        
stockholders will receive cash or securities for their shares or (iii) the sale 
by CFP Group or its subsidiaries of all or substantially all of their assets to 
a person that is not an affiliate of AEP, then each stockholder shall be        
required to participate in such transaction and to take all necessary action to 
cause CFP Group to consummate such transaction.                                 

  In the event of a Termination of Relationship of a Management Investor (as
such terms are defined in the Stockholders' Agreement), CFP Group shall have the
right to repurchase all or any part of the stock owned by such Management       
Investor. The price at which such shares are to be purchased shall be either the
lesser of the price paid by such terminated Management Investor or the fair     
value per share of the stock (as determined in accordance with the provisions of
the Stockholders' Agreement), depending on whether the Management Investor was  
terminated for "cause" (as defined in the Stockholders' Agreement) or for any   
reason other than "cause."                                                      

INDEMNIFICATION OF OFFICERS AND DIRECTORS                                       

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

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DESCRIPTION OF BANK CREDIT AGREEMENT

  The Company and CFP Group have entered into a Credit Agreement dated as of
December 30, 1996 (the "Bank Credit Agreement") with NationsBank of Texas, N.A. 
(the "Agent") individually and certain lenders, which provides the Company with 
a new 5 1/2 year revolving credit facility (the "Revolving Credit Facility")    
under which up to an aggregate principal amount of $20.0 million (subject to a  
borrowing base) are available for borrowing, a 5 1/2 year $10.0 million term    
loan (the "Term Loan A"), a 5 1/2 year $41.0 million term loan (the "Tranche A  
Term Loan") and a 7-year $25.0 million term loan (the "Tranche B Term Loan").   
Proceeds of the Term Loan A, the Tranche A Term Loan and the Tranche B Term     
Loan, together with a portion of the amount available under the Revolving Credit
Facility, were used, together with the net proceeds of the Bridge Notes, to     
complete the Acquisition, to refinance certain indebtedness of Custom Foods and 
Quality Foods and to pay transaction costs related thereto. The balance of the  
Revolving Credit Facility is available for general corporate purposes. Upon the 
consummation of the Offering and the application of the net proceeds thereof as 
provided in "Use of Proceeds," the Tranche A Term Loan and the Tranche B Term   
Loan were repaid in full, the amount outstanding under the Revolving Credit     
Facility was reduced, and the principal amount under the Term Loan A remained   
outstanding.                                                                    

The following summaries of the material provisions of the Bank Credit   
Agreement do not purport to be complete, and such provisions, including         
definitions of certain terms, are qualified in their entirety by reference to   
the Bank Credit Agreement. Capitalized terms used below and not defined in this 
Prospectus have the meanings assigned to such terms in the Credit Agreement.    

GENERAL                                                                         

The Revolving Credit Facility matures in June 2002, at which time all   
outstanding borrowings will be due. Up to $3.0 million of the Revolving Credit  
Facility will be available for the issuance of standby letters of credit.       
Availability under the Revolving Credit Facility will also be reduced for so    
long as, and to the extent that, the Agent is party to a participation and      
reimbursement agreement supporting the $4.4 million original principal amount of
certain taxable revenue bonds of Quality Foods. The Term Loan A matures in June 
2002, and is payable in quarterly installments beginning in June 1997 as set    
forth below. The Company will also be required to make mandatory prepayments of 
principal from fixed percentages of excess cash flow (based on a leverage test) 
and upon the occurrence of certain events such as asset sales and certain       
issuances of securities. The Company is permitted to make voluntary prepayments 
at any time.                                                                    

  The annual amortization schedule for principal on the Term Loan A (payable
quarterly) will be as follows:                                                  

                                                        [Enlarge/Download Table]

CALENDAR YEAR                                                                       TERM LOAN A   
-------------------------------------------------------------------------------  -----------------
                                                                                                  
   1997........................................................................    $   1,000,000  
   1998........................................................................        1,500,000  
   1999........................................................................        2,000,000  
   2000........................................................................        2,100,000  
   2001........................................................................        2,200,000  
   2002........................................................................        1,200,000  

INTEREST RATE AND FEES                                                          

   Loans under the Revolving Credit Facility initially bear interest at a rate
equal to 1.25% per annum over the Agent's Base Rate or 2.50% per annum over the 
Eurodollar Rate. The Term Loan A initially bears interest at a rate equal to    
2.00% per annum over the Agent's Base Rate or 3.00% over the Eurodollar Rate.   
Interest rates on the loans under the Revolving Credit Facility and the Term    
Loan A may be reduced if the Company achieves certain leverage ratios.          
Eurodollar Rates will be calculated for interest periods of one, two, three or  
six months, as applicable.                                                      

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 The Bank Credit Agreement provides that the Company will pay certain fees
and commissions to the Lenders, including an annual administrative fee, an      
underwriting fee payable to the Agent, a commitment fee payable to the Lenders  
and letter of credit fees shared by the Agent and the Lenders.                  

GUARANTEES AND SECURITY                                                         

Borrowings and other obligations under the Bank Credit Agreement are    
guaranteed on a senior secured basis by CFP Group and by Custom Foods, Quality  
Foods and each other subsidiary of the Company.                                 

Loans and other obligations under the Bank Credit Agreement and the     
guarantees are secured by substantially all of the assets of the Company, CFP   
Group and the Company's subsidiaries, including a pledge of the stock of the    
Company and the Company's subsidiaries.                                         

COVENANTS; EVENTS OF DEFAULT                                                    

The Bank Credit Agreement contains a number of customary covenants,     
including, among other things, (i) prohibitions and/or limitations on the       
incurrence of debt, liens, payment of dividends or distributions, redemptions of
capital stock, investments, transactions with affiliates, mergers, acquisitions 
and asset dispositions and (ii) financial covenants covering interest coverage, 
fixed charge coverage, leverage, cash flow, net worth and capital expenditures. 
The Bank Credit Agreement also contains customary events of default, including  
an event of default if a "change of control" occurs.                            

CONDITIONS                                                                      

   The Bank Credit Agreement contains a number of conditions to any subsequent
funding by the Lenders.                                                         

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DESCRIPTION OF NOTES

The Old Notes were, and the New Notes will be, issued under an indenture
dated as of January 28, 1997 (the "Indenture") among the Company, as issuer, the
Guarantors referred to below and United States Trust Company of New York,       
trustee (the "Trustee"). The following summary of the material provisions of the
Indenture does not purport to be complete and is subject to, and qualified in   
its entirety by, reference to the provisions of the Indenture, including the    
definitions of certain terms contained therein and those terms made part of the 
Indenture by reference to the Trust Indenture Act of 1939, as amended. For      
definitions of certain capitalized terms used in the following summary, see     
"Certain Definitions" below.                                                    

GENERAL                                                                         

    The terms of the New Notes are identical in all material respects to the Old
Notes, except that the New Notes have been registered under the Securities Act  
and, therefore, will not bear legends restricting their transfer and will not   
contain certain provisions providing for an increase in the interest rate on the
Old Notes under certain circumstances relating to the Registration Rights       
Agreement, which provisions will terminate as to all of the Notes upon the      
consummation of the Exchange Offer.                                             

  The Notes will mature on January 15, 2004, will be limited to $115,000,000
aggregate principal amount and will be senior unsecured obligations of the      
Company. Except as otherwise described below, each Note will bear interest at   
the rate set forth on the cover page hereof from January 28, 1997 or from the   
most recent interest payment date to which interest has been paid or duly       
provided for, payable semiannually on January 15 and July 15 in each year,      
commencing July 15, 1997, until the principal thereof is paid or duly provided  
for, to the person in whose name the Note (or any predecessor Note) is          
registered at the close of business on the December 31 or June 30 next preceding
such interest payment date. Interest will be computed on the basis of a 360-day 
year comprised of twelve 30-day months.                                         

The principal of and premium, if any, and interest on the Notes will be 
payable, and the Notes will be exchangeable and transferable, at the office or  
agency of the Company in The City of New York maintained for such purposes      
(which initially will be the office of the Trustee located at 114 West 47th St.,
New York, New York 10036) or, at the option of the Company, interest may be paid
by check mailed to the address of the person entitled thereto as such address   
appears in the security register; PROVIDED that all payments with respect to    
Global Notes and Certificated Notes (as such terms are defined below under the  
caption "Book Entry, Delivery and Form") the holders of which have given wire   
transfer instructions to the Trustee will be required to be made by wire        
transfer of immediately available funds to the accounts specified by the holders
thereof. The Notes will be issued only in registered form without coupons and   
only in denominations of $1,000 and any integral multiple thereof. No service   
charge will be made for any registration of transfer or exchange or redemption  
of Notes, but the Company may require payment in certain circumstances of a sum 
sufficient to cover any tax or other governmental charge that may be imposed in 
connection therewith.                                                           

 As of the Closing Date, all of the Company's Subsidiaries were Restricted
Subsidiaries. However, under certain circumstances, the Company will be able to 
designate current or future Subsidiaries, other than Custom Foods and Quality   
Foods, as Unrestricted Subsidiaries. Unrestricted Subsidiaries will not be      
subject to many of the restrictive covenants set forth in the Indenture.        

  Notes that remain outstanding after the consummation of the Exchange Offer
and Exchange Notes issued in connection with the Exchange Offer will be treated 
as a single class of securities under the Indenture.                            

    Payment of the Notes will be guaranteed by the Subsidiary Guarantors and CFP
Group on a senior unsecured basis. See "Guarantees."                            

The Notes will not be entitled to the benefit of any sinking fund.      

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GUARANTEES                                                                      

 Payment of the principal of (and premium, if any, on) and interest on the
Notes, when and as the same become due and payable, will be guaranteed, jointly 
and severally, on a senior unsecured basis (the "Subsidiary Guarantees") by all 
of the existing Subsidiaries of the Company, including Custom Foods and Quality 
Foods (the "Subsidiary Guarantors" and, together with CFP Group, the            
"Guarantors"). The Indenture will provide that each Subsidiary formed or        
acquired after the Closing Date will become a Subsidiary Guarantor. The         
obligations of the Subsidiary Guarantors under the Subsidiary Guarantees will be
limited so as not to constitute a fraudulent conveyance under applicable law.   
See "Risk Factors -- Fraudulent Conveyance Considerations." The Notes will also 
be unconditionally guaranteed (the "Parent                                      
Guarantee" and, together with the Subsidiary Guarantees, the "Guarantees") by   
CFP Group.                                                                      

The Indenture provides that, in the event of a sale, transfer or other  
disposition of all of the Capital Stock of a Subsidiary Guarantor to a person   
that is not an Affiliate of the Company in compliance with the terms of the     
Indenture, or in the event all or substantially all of the assets of a          
Subsidiary Guarantor are sold, transferred or otherwise disposed of to a person 
that is not an Affiliate of the Company in compliance with the terms of the     
Indenture, then such Subsidiary Guarantor will be deemed automatically and      
unconditionally released and discharged from all of its obligations under its   
Subsidiary Guarantee without any further action on the part of the Trustee or   
any holder of the Notes; provided that the Net Proceeds of such sale, transfer  
or other disposition are applied in accordance with the "Limitation on Certain  
Asset Sales" covenant. In addition, any Subsidiary Guarantor that is designated 
as an Unrestricted Subsidiary in accordance with the terms of the Indenture may 
be released and relieved of its obligations under its Subsidiary Guarantee.     

   The Parent Guarantee further provides that CFP Group will not enter into or
conduct any business or engage in any activity, other than holding capital stock
of the Company or guaranteeing Indebtedness of the Company or any of its        
Subsidiaries.                                                                   

RANKING                                                                         

    The Notes, the Subsidiary Guarantees and the Parent Guarantee will be senior
unsecured obligations of the respective obligors and will rank PARI PASSU in    
right of payment with all other existing and future senior obligations of the   
Company, the Subsidiary Guarantors and CFP Group, respectively. Loans under the 
Bank Credit Agreement will be secured by substantially all of the Company's     
assets, will be guaranteed by the Company's subsidiaries, which guarantees will 
be secured by substantially all of the assets of the Company's subsidiaries, and
will be guaranteed by CFP Group, which guarantee will be secured by a pledge of 
all of the stock of the Company. Accordingly, the Notes and the Guarantees will 
be effectively subordinated to the loans outstanding under the Bank Credit      
Agreement and the guarantees by the subsidiaries and CFP Group of such loans, to
the extent of the value of the assets securing such loans and guarantees. As of 
March 31, 1997, the Company had $24.9 million of indebtedness outstanding other 
than the Notes, all of which was secured. Subject to certain limitations, the   
Company and its Subsidiaries may incur additional Indebtedness in the future.   

REDEMPTION                                                                      

OPTIONAL REDEMPTION.  The Notes will be redeemable, at the option of the
Company, as a whole or from time to time in part, at any time on or after       
January 15, 2001, on not less than 30 nor more than 60 days' prior notice at the
redemption prices (expressed as percentages of principal amount) set forth      
below, together with accrued interest, if any, to the redemption date, if       
redeemed during the 12-month period                                             

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beginning on January 15 of the years indicated below (subject to the right of   
holders of record on the relevant record date to receive interest due on an     
interest payment date):                                                         

                                                                [Download Table]

                                                               REDEMPTION 
YEAR                                                              PRICE   
-------------------------------------------------------------  -----------
                                                                          
2001.........................................................     105.813%
2002.........................................................     102.906 

and thereafter at 100% of the principal amount, together with accrued interest, 
if any, to the redemption date.                                                 

    In addition, at any time or from time to time prior to January 15, 2000, the
Company may redeem up to $40 million aggregate principal amount of the Notes    
within 90 days of an Equity Offering by CFP Group with the net proceeds of such 
offering (that have been invested in the equity of the Company) at a redemption 
price equal to 110% of the principal amount thereof, plus accrued interest, if  
any, to the redemption date (subject to the right of holders of record on the   
relevant record date to receive interest due on an interest payment date);      
provided that, immediately after giving effect to such redemption, at least $75 
million aggregate principal amount of the Notes remains outstanding.            

 If less than all the Notes are to be redeemed, the particular Notes to be
redeemed will be selected not more than 60 days prior to the redemption date by 
the Trustee by such method as the Trustee deems fair and appropriate.           

   PURCHASE OF NOTES UPON CHANGE OF CONTROL OR ASSET SALE.  Each holder of the
Notes will have certain rights to require the Company to purchase such holder's 
Notes upon the occurrence of a Change of Control. See "Certain Covenants --     
Purchase of Notes upon a Change of Control" below. Under certain circumstances, 
the Company will be required to make an offer to purchase all or a portion of   
the Notes with proceeds received from an Asset Sale. See "Certain Covenants --  
Limitation on Certain Asset Sales" below.                                       

CERTAIN COVENANTS                                                               

The Indenture contains, among others, the following covenants:          

  Limitation on Indebtedness.  The Company will not, and will not permit any
Restricted Subsidiary to, create, issue, assume, guarantee or in any manner     
become directly or indirectly liable for the payment of, or otherwise incur     
(collectively, "incur"), any Indebtedness (including Acquired Indebtedness and  
the issuance of Disqualified Stock), except that the Company or any Subsidiary  
Guarantor may incur Indebtedness if, at the time of such event, the Fixed Charge
Coverage Ratio for the immediately preceding four full fiscal quarters for which
internal financial statements are available, taken as one accounting period,    
would have been equal to at least 2.0 to 1.0 through January 15, 1999 and 2.25  
to 1.0 thereafter.                                                              

In making the foregoing calculation for any four-quarter period which   
includes the Closing Date, pro forma effect will be given to the Offering and   
the Acquisition, as if such transactions had occurred at the beginning of such  
four-quarter period. In addition (but without duplication), in making the       
foregoing calculation, pro forma effect will be given to: (i) the incurrence of 
such Indebtedness and (if applicable) the application of the net proceeds       
therefrom, including to refinance other Indebtedness, as if such Indebtedness   
was incurred and the application of such proceeds occurred at the beginning of  
such four-quarter period, (ii) the incurrence, repayment or retirement of any   
other Indebtedness by the Company or its Restricted Subsidiaries since the first
day of such four-quarter period as if such Indebtedness was incurred, repaid or 
retired at the beginning of such four-quarter period and (iii) the acquisition  
(whether by purchase, merger or otherwise) or disposition (whether by sale,     
merger or otherwise) of any company, entity or business acquired or disposed of 
by the Company or its Restricted Subsidiaries, as the case may be, since the    
first day of such four-quarter period, as if such acquisition or disposition    
occurred at the beginning of such four-quarter period. In making a computation  
under the foregoing clause (i) or (ii), (A) the amount of Indebtedness under a  
revolving credit facility will be computed based on the average                 

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daily balance of such Indebtedness during such four-quarter period, (B) if such 
Indebtedness bears, at the option of the Company, a fixed or floating rate of   
interest, interest thereon will be computed by applying, at the option of the   
Company, either the fixed or floating rate and (C) the amount of any            
Indebtedness that bears interest at a floating rate will 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 Hedging Obligations applicable to such   
Indebtedness if such Hedging Obligations have a remaining term at the date of   
determination in excess of 12 months).                                          

Notwithstanding the foregoing, the Company may, and may permit its      
Restricted Subsidiaries to, incur the following Indebtedness ("Permitted        
Indebtedness"):                                                                 

      (i) Indebtedness of the Company under the Bank Credit Agreement or one
or more other credit facilities (and the incurrence by any Restricted   
 Subsidiary of guarantees thereof) in an aggregate principal amount at any
  one time outstanding not to exceed $30.0 million, less any amounts applied
to the permanent reduction of such credit facilities pursuant to the    
 "Limitation on Certain Asset Sales" covenant, plus an amount equal to the
    excess, if any, at the time of incurrence of such Indebtedness of (A) 85% of
   the net book value of accounts receivable of the Company and its Restricted
    Subsidiaries and 60% of the net book value of inventories of the Company and
its Restricted Subsidiaries as set forth on the most recently available 
quarterly or annual consolidated balance sheet of the Company and its   
Restricted Subsidiaries, over (B) $20.0 million;                        

(ii) Indebtedness of the Company or any Restricted Subsidiary   
 outstanding on the Closing Date and listed on a schedule to the Indenture
(other than Indebtedness described under clause (i) above);             

    (iii) Indebtedness owed by the Company to any Restricted Subsidiary or
owed by any Restricted Subsidiary to the Company or any other Restricted
  Subsidiary (provided that such Indebtedness is held by the Company or such
Restricted Subsidiary);                                                 

(iv) Indebtedness represented by the Notes and the Subsidiary   
Guarantees;                                                             

  (v) Indebtedness of the Company or any Restricted Subsidiary under
Hedging Obligations entered into in the ordinary course of business or  
    required by the Bank Credit Agreement or another credit facility referred to
in clause (i) above;                                                    

        (vi) Indebtedness of the Company or any Restricted Subsidiary consisting
of guarantees, indemnities or obligations in respect of purchase price  
adjustments in connection with the acquisition or disposition of assets,
including, without limitation, shares of Capital Stock;                 

(vii) Indebtedness of the Company or any Restricted Subsidiary not
   permitted by any other clause of this definition, in an aggregate principal
amount not to exceed $5.0 million at any one time outstanding; and      

(viii) any renewals, extensions, substitutions, refinancings or     
replacements (each, for purposes of this clause, a "refinancing") of any
outstanding Indebtedness, other than Indebtedness incurred pursuant to  
clause (i), (iii), (v), (vi) or (vii) of this definition, including any 
    successive refinancings thereof, so long as (A) any such new Indebtedness is
in a principal amount that does not exceed the principal amount so      
    refinanced, plus the amount of any premium required to be paid in connection
  with such refinancing pursuant to the terms of the Indebtedness refinanced
or the amount of any premium reasonably determined by the Company as    
    necessary to accomplish such refinancing, plus the amount of the expenses of
    the Company incurred in connection with such refinancing, (B) in the case of
   any refinancing of Subordinated Indebtedness, such new Indebtedness is made
subordinate to the Notes at least to the same extent as the Indebtedness
being refinanced and (C) such refinancing Indebtedness does not have an 
    Average Life less than the Average Life of the Indebtedness being refinanced
and does not have a final scheduled maturity earlier than the final     
    scheduled maturity, or permit redemption at the option of the holder earlier
than the earliest date of redemption at the option of the holder, of the
Indebtedness being refinanced.                                          

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Limitation on Restricted Payments.  The Company will not, and will not  
permit any Restricted Subsidiary to, directly or indirectly, take any of the    
following actions:                                                              

       (a) declare or pay any dividend on, or make any distribution to holders
of, any shares of the Capital Stock of the Company or any Restricted    
Subsidiary, other than (i) dividends or distributions payable solely in 
   Qualified Equity Interests, (ii) dividends or distributions by a Restricted
   Subsidiary payable to the Company or another Restricted Subsidiary or (iii)
pro rata dividends or distributions on common stock of Restricted       
   Subsidiaries held by minority stockholders, provided that such dividends do
not in the aggregate exceed the minority stockholders' pro rata share of
    such Restricted Subsidiaries' net income from the first day of the Company's
fiscal quarter during which the Closing Date occurs;                    

       (b) purchase, redeem or otherwise acquire or retire for value, directly
  or indirectly, any shares of Capital Stock (other than Disqualified Stock)
of the Company, CFP Group or any Restricted Subsidiary, or any options, 
    warrants or other rights to acquire such shares of Capital Stock (other than
any such Capital Stock owned by the Company or any of its Restricted    
Subsidiaries);                                                          

    (c) make any principal payment on, or repurchase, redeem, defease or
otherwise acquire or retire for value, prior to any scheduled principal 
payment, sinking fund payment or maturity, any Subordinated Indebtedness
(other than the repayment of the Bridge Notes on the Closing Date); and 

  (d) make any Investment (other than a Permitted Investment) in any
person                                                                  

(such payments or other actions described in (but not excluded from) clauses (a)
through (d) being referred to as "Restricted Payments"), unless at the time of, 
and immediately after giving effect to, the proposed Restricted Payment:        

  (i) no Default or Event of Default has occurred and is continuing,

      (ii) the Company could incur at least $1.00 of additional Indebtedness
    pursuant to the first paragraph of the "Limitation on Indebtedness" covenant
and                                                                     

  (iii) the aggregate amount of all Restricted Payments made after the
Closing Date does not exceed the sum of:                                

      (A) 50% of the aggregate Consolidated Adjusted Net Income of the
       Company during the period (taken as one accounting period) from the first
      day of the Company's fiscal quarter during which the Closing Date occurs
     to the last day of the Company's most recently ended fiscal quarter for
   which internal financial statements are available at the time of such
proposed Restricted Payment (or, if such aggregate cumulative     
     Consolidated Adjusted Net Income is a loss, minus 100% of such amount),
plus                                                              

         (B) the aggregate net cash proceeds received by the Company after
    the Closing Date from the issuance or sale (other than to a Restricted
 Subsidiary) of either (1) Qualified Equity Interests of the Company
      (excluding proceeds of an Equity Offering the proceeds of which are used
to redeem Notes as discussed above) or (2) debt securities or     
Disqualified Stock that have been converted into or exchanged for 
  Qualified Stock of the Company, together with the aggregate net cash
proceeds received by the Company at the time of such conversion or
exchange.                                                         

  Notwithstanding the foregoing, the Company and its Restricted Subsidiaries
may take the following actions, so long as (with respect to clause (e), (f) or  
(h) below) no Default or Event of Default has occurred and is continuing or     
would occur:                                                                    

(a) the payment of any dividend within 60 days after the date of
   declaration thereof, if at the declaration date such payment would not have
been prohibited by the foregoing provisions;                            

     (b) the repurchase, redemption or other acquisition or retirement for
    value of any shares of Capital Stock of the Company, in exchange for, or out
of the net cash proceeds of a substantially                             

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concurrent issuance and sale (other than to a Restricted Subsidiary) of,
Qualified Equity Interests of the Company;                              

(c) the purchase, redemption, defeasance or other acquisition or
 retirement for value of any Subordinated Indebtedness in exchange for, or
    out of the net cash proceeds of a substantially concurrent issuance and sale
(other than to a Restricted Subsidiary) of, shares of Qualified Equity  
Interests of the Company;                                               

(d) the purchase, redemption, defeasance or other acquisition or
    retirement for value of Subordinated Indebtedness in exchange for, or out of
   the net cash proceeds of a substantially concurrent issuance or sale (other
  than to a Restricted Subsidiary) of, Subordinated Indebtedness, so long as
   the Company or a Restricted Subsidiary would be permitted to refinance such
  original Subordinated Indebtedness with such new Subordinated Indebtedness
pursuant to clause (viii) of the definition of Permitted Indebtedness;  

       (e) the repurchase of any Subordinated Indebtedness at a purchase price
not greater than 101% of the principal amount of such Subordinated      
Indebtedness in the event of a change of control in accordance with     
    provisions similar to the "Change of Control" covenant; provided that, prior
  to or simultaneously with such repurchase, the Company has made the Change
   of Control Offer as provided in such covenant with respect to the Notes and
 has repurchased all Notes validly tendered for payment in connection with
such Change of Control Offer;                                           

   (f) the payment of cash dividends by the Company to CFP Group in an
  amount equal to the aggregate cash consideration paid by CFP Group for the
purchase, redemption, acquisition, cancellation or other retirement for 
    value of shares of Capital Stock of CFP Group, options on any such shares or
   related stock appreciation rights or similar securities held by officers or
    employees or former officers or employees (or their estates or beneficiaries
under their estates) or by any employee benefit plan, upon death,       
    disability, retirement or termination of employment or pursuant to the terms
   of any employee benefit plan or any other agreement under which such shares
of stock or related rights were issued; provided no such payment of cash
   dividends shall be made pursuant to this clause (f) prior to the end of the
  Company's fiscal year ending nearest the second anniversary of the Closing
    Date and thereafter that the aggregate payment of cash dividends pursuant to
this clause (f) does not exceed $1.0 million in any fiscal year;        

(g) the payment on or promptly after the Closing Date of the    
Distribution; and                                                       

(h) the payment of Management Fees to First Atlantic.           

The actions described in clauses (b), (c), (e) and (f) of this paragraph will be
Restricted Payments that will be permitted to be taken in accordance with this  
paragraph but will reduce the amount that would otherwise be available for      
Restricted Payments under clause (iii) of the first paragraph of this covenant  
and the actions described in clauses (a), (d), (g) and (h) of this paragraph    
will be Restricted Payments that will be permitted to be taken in accordance    
with this paragraph and will not reduce the amount that would otherwise be      
available for Restricted Payments under clause (iii) of the first paragraph of  
this covenant.                                                                  

Notwithstanding the foregoing, the Company may not pay a dividend that  
constitutes a Restricted Payment prior to the second anniversary of the Closing 
Date.                                                                           

For the purpose of making any calculations under the Indenture (i) if a 
Restricted Subsidiary is designated an Unrestricted Subsidiary, the Company will
be deemed to have made an Investment in an amount equal to the fair market value
of the net assets of such Restricted Subsidiary at the time of such designation 
as determined by the Board of Directors of the Company, whose good faith        
determination will be conclusive, (ii) any property transferred to or from an   
Unrestricted Subsidiary will be valued at fair market value at the time of such 
transfer, as determined by the Board of Directors of the Company, whose good    
faith determination will be conclusive and (iii) subject to the foregoing, the  
amount of any Restricted                                                        

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Payment, if other than cash, will be determined by the Board of Directors of the
Company, whose good faith determination will be conclusive.                     

If the aggregate amount of all Restricted Payments calculated under the 
foregoing provision includes an Investment in an Unrestricted Subsidiary or     
other person that thereafter becomes a Restricted Subsidiary, the aggregate     
amount of all Restricted Payments calculated under the foregoing provision will 
be reduced by the lesser of (x) the net asset value of such Subsidiary at the   
time it becomes a Restricted Subsidiary and (y) the initial amount of such      
Investment.                                                                     

If an Investment resulted in the making of a Restricted Payment, the    
aggregate amount of all Restricted Payments calculated under the foregoing      
provision will be reduced by the amount of any net reduction in such Investment 
(resulting from the payment of interest or dividends, loan repayment, transfer  
of assets or otherwise), to the extent such net reduction is not included in the
Company's Consolidated Adjusted Net Income; provided that the total amount by   
which the aggregate amount of all Restricted Payments may be reduced may not    
exceed the lesser of (x) the cash proceeds received by the Company and its      
Restricted Subsidiaries in connection with such net reduction and (y) the       
initial amount of such Investment.                                              

  In computing the Consolidated Adjusted Net Income of the Company under the
foregoing clause (iii)(A), (i) the Company may use audited financial statements 
for the portions of the relevant period for which audited financial statements  
are available on the date of determination and unaudited financial statements   
and other current financial data based on the books and records of the Company  
for the remaining portion of such period and (ii) the Company will be permitted 
to rely in good faith on the financial statements and other financial data      
derived from its books and records that are available on the date of            
determination. If the Company makes a Restricted Payment that, at the time of   
the making of such Restricted Payment, would in the good faith determination of 
the Company be permitted under the requirements of the Indenture, such          
Restricted Payment will be deemed to have been made in compliance with the      
Indenture notwithstanding any subsequent adjustments made in good faith to the  
Company's financial statements affecting Consolidated Adjusted Net Income of the
Company for any period.                                                         

  Purchase of Notes upon a Change of Control.  If a Change of Control occurs
at any time, then each holder of Notes will have the right to require that the  
Company purchase such holder's Notes, in whole or in part in integral multiples 
of $1,000, at a purchase price in cash equal to 101% of the principal amount of 
such Notes, plus accrued and unpaid interest, if any, to the date of purchase,  
pursuant to the offer described below (the "Change of Control Offer") and the   
other procedures set forth in the Indenture.                                    

   Within 30 days following any Change of Control, the Company will notify the
Trustee thereof and give written notice of such Change of Control to each holder
of Notes by first-class mail, postage prepaid, at its address appearing in the  
security register, stating, among other things, (i) the purchase price and the  
purchase date, which will be a Business Day no earlier than 30 days nor later   
than 60 days from the date such notice is mailed or such later date as is       
necessary to comply with requirements under the Exchange Act; (ii) that any Note
not tendered will continue to accrue interest; (iii) that, unless the Company   
defaults in the payment of the purchase price, any Notes accepted for payment   
pursuant to the Change of Control Offer will cease to accrue interest after the 
Change of Control purchase date; and (iv) certain other procedures that a holder
of Notes must follow to accept a Change of Control Offer or to withdraw such    
acceptance.                                                                     

If a Change of Control Offer is made, there can be no assurance that the
Company will have available funds sufficient to pay the purchase price for all  
of the Notes that might be tendered by holders of the Notes seeking to accept   
the Change of Control Offer. The failure of the Company to make or consummate   
the Change of Control Offer or pay the applicable Change of Control purchase    
price when due would result in an Event of Default and would give the Trustee   
and the holders of the Notes the rights described under "Events of Default."    

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 Under the Bank Credit Agreement, it is an event of default if a change of
control thereunder occurs, where the definition of change of control is the same
as the definition of Change of Control hereunder.                               

  One of the events that constitutes a Change of Control under the Indenture
is the disposition of "all or substantially all" of the Company's assets. This  
term has not been interpreted under New York law (which is the governing law of 
the Indenture) to represent a specific quantitative test. As a consequence, in  
the event holders of the Notes elect to require the Company to purchase the     
Notes and the Company elects to contest such election, there can be no assurance
as to how a court interpreting New York law would interpret the phrase in many  
circumstances.                                                                  

 The existence of a holder's right to require the Company to purchase such
holder's Notes upon a Change of Control may deter a third party from acquiring  
the Company in a transaction that constitutes a Change of Control.              

   The definition of "Change of Control" in the Indenture is limited in scope.
The provisions of the Indenture may not afford holders of Notes the right to    
require the Company to repurchase such Notes in the event of a highly leveraged 
transaction or certain transactions with the Company's management or its        
affiliates, including a reorganization, restructuring, merger or similar        
transaction involving the Company (including, in certain circumstances, an      
acquisition of the Company by management or its affiliates) that may adversely  
affect holders of the Notes, if such transaction is not a transaction defined as
a Change of Control. See "Certain Definitions" below for the definition of      
"Change of Control." A transaction involving the Company's management or its    
affiliates, or a transaction involving a recapitalization of the Company, would 
result in a Change of Control if it is the type of transaction specified in such
definition.                                                                     

The Company will comply with the applicable tender offer rules including
Rule-14e under the Exchange Act, and any other applicable securities laws and   
regulations in connection with a Change of Control Offer.                       

The Company will not, and will not permit any Restricted Subsidiary to, 
create any restriction (other than restrictions existing under Indebtedness as  
in effect on the Closing Date or in refinancings of such Indebtedness) that     
would materially impair the ability of the Company to make a Change of Control  
Offer to purchase the Notes or, if such Change of Control Offer is made, to pay 
for the Notes tendered for purchase.                                            

  LIMITATION ON CERTAIN ASSET SALES.  (a) The Company will not, and will not
permit any Restricted Subsidiary to, engage in any Asset Sale unless (i) the    
consideration received by the Company or such Restricted Subsidiary for such    
Asset Sale is not less than the fair market value of the assets sold (as        
determined by the Board of Directors of the Company, whose good faith           
determination will be conclusive) and (ii) the consideration received by the    
Company or the relevant Restricted Subsidiary in respect of such Asset Sale     
consists of at least 75% cash or cash equivalents.                              

 (b) If the Company or any Restricted Subsidiary engages in an Asset Sale,
the Company may, at its option, within 12 months after such Asset Sale, (i)     
apply all or a portion of the Net Cash Proceeds to the permanent reduction of   
amounts outstanding under the Bank Credit Agreement or to the repayment of other
senior Indebtedness of the Company or a Restricted Subsidiary or (ii) invest (or
enter into a legally binding agreement to invest) all or a portion of such Net  
Cash Proceeds in properties and assets to replace the properties and assets that
were the subject of the Asset Sale or in properties and assets that will be used
in businesses of the Company or its Restricted Subsidiaries, as the case may be,
existing on the Closing Date. If any such legally binding agreement to invest   
such Net Cash Proceeds is terminated, the Company may, within 90 days of such   
termination or within 12 months of such Asset Sale, whichever is later, invest  
such Net Cash Proceeds as provided in clause (i) or (ii) (without regard to the 
parenthetical contained in such clause (ii)) above. The amount of such Net Cash 
Proceeds not so used as set forth above in this paragraph (b) constitutes       
"Excess Proceeds."                                                              

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  (c) When the aggregate amount of Excess Proceeds exceeds $5.0 million, the
Company will, within 30 days thereafter, make an offer to purchase from all     
holders of Notes, on a pro rata basis, in accordance with the procedures set    
forth in the Indenture, the maximum principal amount (expressed as a multiple of
$1,000) of Notes that may be purchased with the Excess Proceeds, at a purchase  
price in cash equal to 100% of the principal amount thereof, plus accrued       
interest, if any, to the date such offer to purchase is consummated. To the     
extent that the aggregate principal amount of Notes tendered pursuant to such   
offer to purchase is less than the Excess Proceeds, the Company may use such    
deficiency for general corporate purposes. If the aggregate principal amount of 
Notes validly tendered and not withdrawn by holders thereof exceeds the Excess  
Proceeds, the Notes to be purchased will be selected on a pro rata basis. Upon  
completion of such offer to purchase, the amount of Excess Proceeds will be     
reset to zero.                                                                  

   LIMITATION ON TRANSACTIONS WITH AFFILIATES.  The Company will not, and will
not permit any Restricted Subsidiary to, directly or indirectly, enter into or  
suffer to exist any transaction with, or for the benefit of, any Affiliate of   
the Company unless (a) such transaction is on terms that are no less favorable  
to the Company or such Restricted Subsidiary, as the case may be, than those    
that could have been obtained in an arm's length transaction with third parties 
who are not Affiliates and (b) the Company delivers to the Trustee (i) with     
respect to any transaction or series of transactions entered into after the     
Closing Date involving aggregate payments in excess of $1.0 million, a          
resolution of the Board of Directors of the Company set forth in an officers'   
certificate certifying that such transaction or transactions complies with      
clause (a) above and that such transaction or transactions have been approved by
the Board of Directors (including a majority of the Disinterested Directors) of 
the Company and (ii) with respect to a transaction or series of transactions    
involving aggregate payments equal to or greater than $5.0 million, a written   
opinion as to the fairness to the Company or such Restricted Subsidiary of such 
transaction or series of transactions from a financial point of view issued by  
an investment banking, accounting or appraisal firm of national standing.       

The foregoing covenant will not restrict                                

      (A) transactions among the Company and/or its Restricted Subsidiaries;

(B) the Company from paying reasonable and customary regular    
compensation and fees to directors of the Company or any Restricted     
Subsidiary who are not employees of the Company or any Restricted       
Subsidiary; and                                                         

   (C) transactions permitted by the provisions of the "Limitations on
Restricted Payments" covenant.                                          

   LIMITATION ON DIVIDENDS AND OTHER PAYMENT RESTRICTIONS AFFECTING RESTRICTED
SUBSIDIARIES.  The Company will not, and will not permit any Restricted         
Subsidiary to, directly or indirectly, create or otherwise cause or suffer to   
exist or become effective any consensual encumbrance or restriction of any kind 
on the ability of any Restricted Subsidiary to (a) pay dividends, in cash or    
otherwise, or make any other distributions on or in respect of its Capital      
Stock, (b) pay any Indebtedness owed to the Company or any other Restricted     
Subsidiary, (c) make loans or advances to the Company or any other Restricted   
Subsidiary, (d) transfer any of its properties or assets to the Company or any  
other Restricted Subsidiary or (e) guarantee any Indebtedness of the Company or 
any other Restricted Subsidiary, except for such encumbrances or restrictions   
existing under or by reason of:                                                 

(i) any agreement in effect on the Closing Date;                

 (ii) customary non-assignment provisions of any lease governing a
leasehold interest of the Company or any Restricted Subsidiary;         

      (iii) the refinancing or successive refinancing of Indebtedness incurred
under the agreements in effect on the Closing Date, so long as such     
encumbrances or restrictions are no less favorable to the Company or any
 Restricted Subsidiary than those contained in such original agreement; or

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  (iv) any agreement or other instrument of a person acquired by the
Company or any Restricted Subsidiary in existence at the time of such   
    acquisition (but not created in contemplation thereof), which encumbrance or
   restriction is not applicable to any person, or the properties or assets of
   any person, other than the person, or the property or assets of the person,
so acquired.                                                            

LIMITATION ON ISSUANCES AND SALES OF CAPITAL STOCK OF RESTRICTED        
SUBSIDIARIES.  The Company (a) will not permit any Restricted Subsidiary to     
issue any Capital Stock (other than to the Company or a wholly owned Restricted 
Subsidiary) and (b) will not permit any person (other than the Company or a     
wholly owned Restricted Subsidiary) to own any Capital Stock of any Restricted  
Subsidiary; provided, however, that this covenant will not prohibit (i) the sale
or other disposition of all, but not less than all, of the issued and           
outstanding Capital Stock of a Restricted Subsidiary owned by the Company and   
its Restricted Subsidiaries in compliance with the other provisions of the      
Indenture, (ii) the ownership by directors of director's qualifying shares or   
the ownership by foreign nationals of Capital Stock of any Restricted           
Subsidiary, to the extent mandated by applicable law or (iii) the ownership by  
any person of Capital Stock of a Restricted Subsidiary issued prior to the time 
such entity became a Restricted Subsidiary provided that such Capital Stock was 
not issued in anticipation of such transaction.                                 

 UNRESTRICTED SUBSIDIARIES.  (a) The Board of Directors of the Company may
designate any Subsidiary (including any newly acquired or newly formed          
Subsidiary) to be an Unrestricted Subsidiary so long as (i) neither the Company 
nor any Restricted Subsidiary is directly or indirectly liable for any          
Indebtedness of such Subsidiary, (ii) no default with respect to any            
Indebtedness of such Subsidiary would permit (upon notice, lapse of time or     
otherwise) any holder of any other Indebtedness of the Company or any Restricted
Subsidiary to declare a default on such other Indebtedness or cause the payment 
thereof to be accelerated or payable prior to its stated maturity, (iii) any    
Investment in such Subsidiary made as a result of designating such Subsidiary an
Unrestricted Subsidiary will not violate the provisions of the "Limitation on   
Restricted Payments" covenant, (iv) neither the Company nor any Restricted      
Subsidiary has a contract, agreement, arrangement, understanding or obligation  
of any kind, whether written or oral, with such Subsidiary other than those that
might be obtained at the time from persons who are not Affiliates of the Company
and (v) neither the Company nor any Restricted Subsidiary has any obligation to 
subscribe for additional shares of Capital Stock or other equity interest in    
such Subsidiary, or to maintain or preserve such Subsidiary's financial         
condition or to cause such Subsidiary to achieve certain levels of operating    
results. Notwithstanding the foregoing, the Company may not designate Custom    
Foods or Quality Foods as an Unrestricted Subsidiary and may not sell, transfer 
or otherwise dispose of any properties or assets of Custom Foods or Quality     
Foods to an Unrestricted Subsidiary, other than in the ordinary course of       
business.                                                                       

(b) The Board of Directors of the Company may designate any Unrestricted
Subsidiary as a Restricted Subsidiary; provided that such designation will be   
deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any    
outstanding Indebtedness of such Unrestricted Subsidiary and such designation   
will only be permitted if (i) such Indebtedness is permitted under the          
"Limitation on Indebtedness" covenant and (ii) no Default or Event of Default   
will have occurred and be continuing following such designation.                

LIMITATION ON LIENS.  The Company will not, and will not permit any     
Restricted Subsidiary to, directly or indirectly, create, incur, assume or      
suffer to exist any Lien of any kind on or with respect to any of its property  
or assets, including any shares of stock or debt of any Restricted Subsidiary,  
whether owned at the Closing Date or thereafter acquired, or any income, profits
or proceeds therefrom, or assign or otherwise convey any right to receive income
thereon, unless (a) in the case of any Lien securing Subordinated Indebtedness, 
the Notes are secured by a Lien on such property, assets or proceeds that is    
senior in priority to such Lien and (b) in the case of any other Lien, the Notes
are equally and ratably secured with the obligation or liability secured by such
Lien.                                                                           

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Notwithstanding the foregoing, the Company may, and may permit any      
Subsidiary to, incur the following Liens ("Permitted Liens"):                   

       (i) Liens (other than Liens securing Indebtedness under the Bank Credit
Agreement) existing as of the Closing Date;                             

 (ii) Liens on property or assets of the Company or any Restricted
  Subsidiary securing Indebtedness under the Bank Credit Agreement or one or
more other credit facilities in a principal amount not to exceed the    
   principal amount of the outstanding Indebtedness permitted by clause (i) of
the definition of "Permitted Indebtedness;"                             

      (iii) Liens on any property or assets of a Restricted Subsidiary granted
in favor of the Company or any wholly owned Restricted Subsidiary;      

(iv) Liens securing the Notes;                                  

 (v) any interest or title of a lessor under any Capitalized Lease
 Obligation or Sale and Leaseback Transaction that was not entered into in
violation of the "Limitation on Indebtedness" covenant;                 

      (vi) Liens securing Acquired Indebtedness created prior to (and not in
   connection with or in contemplation of) the incurrence of such Indebtedness
 by the Company or any Restricted Subsidiary; provided that such Lien does
not extend to any property or assets of the Company or any Restricted   
 Subsidiary other than the property and assets acquired in connection with
the incurrence of such Acquired Indebtedness;                           

(vii) Liens securing Hedging Obligations permitted to be incurred 
pursuant to clause (v) of the definition of "Permitted Indebtedness;"   

 (viii) Liens arising from purchase money mortgages and purchase money
 security interests incurred in the ordinary course of the business of the
 Company; provided that (A) the related Indebtedness is not secured by any
 property or assets of the Company or any Restricted Subsidiary other than
    the property and assets so acquired, (B) the Lien securing such Indebtedness
    is created with 60 days of such acquisition and (C) the related Indebtedness
   was not incurred in violation of the "Limitation on Indebtedness" covenant;

(ix) statutory Liens or landlords', carriers', warehouseman's,  
mechanics', suppliers', materialmen's, repairmen's or other like Liens  
  arising in the ordinary course of business and with respect to amounts not
  yet delinquent or being contested in good faith by appropriate proceedings
   and, if required by GAAP, a reserve or other appropriate provision has been
made therefor;                                                          

       (x) Liens for taxes, assessments, government charges or claims that are
    being contested in good faith by appropriate proceedings promptly instituted
and diligently conducted and, if required by GAAP, a reserve or other   
appropriate provision has been made therefor;                           

 (xi) Liens incurred or deposits made to secure the performance of
tenders, bids, leases, statutory obligations, surety and appeal bonds,  
government contracts, performance bonds and other obligations of a like 
    nature incurred in the ordinary course of business (other than contracts for
the payment of money);                                                  

       (xii) easements, rights-of-way, restrictions and other similar charges or
 encumbrances not interfering in any material respect with the business of
   the Company or any Restricted Subsidiary incurred in the ordinary course of
business;                                                               

  (xiii) Liens arising by reason of any judgment, decree or order of any
  court, so long as such Lien is adequately bonded and any appropriate legal
proceedings that may have been duly initiated for the                   

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    review of such judgment, decree or order have not been finally terminated or
  the period within which such proceedings may be initiated has not expired;
and                                                                     

      (xiv) any extension, renewal or replacement, in whole or in part, of any
 Lien described in the foregoing clauses (i) through (xiii); provided that
any such extension, renewal or replacement is no more restrictive in any
    material respect than the Lien so extended, renewed or replaced and does not
extend to any additional property or assets.                            

 REPORTS.  The Company will be required to file on a timely basis with the
Commission, to the extent such filings are accepted by the Commission and       
whether or not the Company has a class of securities registered under the       
Exchange Act, the annual reports, quarterly reports and other documents that the
Company would be required to file if it were subject to Section 13 or 15(d) of  
the Exchange Act. The Company will also be required (a) to file with the        
Trustee, and provide to each holder of Notes, without cost to such holder,      
copies of such reports and documents within 15 days after the date on which the 
Company files such reports and documents with the Commission or the date on     
which the Company would be required to file such reports and documents if the   
Company were so required and (b) if filing such reports and documents with the  
Commission is not accepted by the Commission or is prohibited under the Exchange
Act, to supply at the Company's cost copies of such reports and documents to any
prospective holder of Notes promptly upon written request.                      

CONSOLIDATION, MERGER AND SALE OF ASSETS                                        

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

      (a) either (i) the Company, in the case of a transaction involving the
Company, or such Restricted Subsidiary, in the case of a transaction    
  involving a Restricted Subsidiary, is the surviving corporation or (ii) in
 the case of a transaction involving the Company, the entity or the person
  formed by or surviving any such consolidation or merger (if other than the
  Company) or to which such sale, assignment, transfer, lease, conveyance or
other disposition shall have been made (the "Surviving Entity") is a    
  corporation organized or existing under the laws of the United States, any
    state thereof or the District of Columbia and assumes all the obligations of
the Company under the Notes and the Indenture pursuant to a supplemental
indenture in a form reasonably satisfactory to the Trustee;             

        (b) immediately after giving effect to such transaction and treating any
  obligation of the Company or a Restricted Subsidiary in connection with or
 as a result of such transaction as having been incurred as of the time of
such transaction, no Default or Event of Default has occurred and is    
continuing;                                                             

        (c) the Company (or, in the case of a transaction involving the Company,
   the Surviving Entity if the Company is not the continuing obligor under the
    Indenture) could, at the time of such transaction and after giving pro forma
  effect thereto as if such transaction had occurred at the beginning of the
applicable four-quarter period, incur at least $1.00 of additional      
Indebtedness (other than Permitted Indebtedness) pursuant to the first  
paragraph of the "Limitation on Indebtedness" covenant;                 

     (d) if the Company is not the continuing obligor under the Indenture,
  each Subsidiary Guarantor, unless it is the other party to the transaction
described above, has by supplemental indenture                          

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 confirmed that its Subsidiary Guarantee applies to the Surviving Entity's
obligations under the Indenture and the Notes;                          

 (e) if any of the property or assets of the Company or any of its
Restricted Subsidiaries would thereupon become subject to any Lien, the 
provisions of the "Limitation on Liens" covenant are complied with; and 

       (f) the Company delivers, or causes to be delivered, to the Trustee, in
form and substance reasonably satisfactory to the Trustee, an officers' 
 certificate and an opinion of counsel, each stating that such transaction
complies with the requirements of the Indenture;                        

provided, however, that any sale, transfer or disposition of all of the Capital 
Stock, or all or substantially all of the assets, of a Subsidiary Guarantor will
not be restricted by the foregoing provisions but will be governed by the       
provisions described under "Subsidiary Guarantees."                             

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

In the event of any transaction described in and complying with the     
conditions listed in the first paragraph of this covenant in which the Company  
is not the continuing obligor under the Indenture, the Surviving Entity will    
succeed to, and be substituted for, and may exercise every right and power of,  
the Company under the Indenture, and thereafter the Company will, except in the 
case of a lease, be discharged from all its obligations and covenants under the 
Indenture and Notes.                                                            

EVENTS OF DEFAULT                                                               

The following will be "Events of Default" under the Indenture:          

      (a) default in the payment of any interest on any Note when it becomes
 due and payable, and continuance of such default for a period of 30 days;

       (b) default in the payment of the principal of (or premium, if any, on)
any Note when due;                                                      

        (c) failure to perform or comply with the Indenture provisions described
under "Consolidation, Merger and Sale of Assets;"                       

       (d) default in the performance, or breach, of any covenant or agreement
of the Company, any Subsidiary Guarantor or CFP Group contained in the  
 Indenture, any Subsidiary Guarantee or the Parent Guarantee (other than a
 default in the performance, or breach, of a covenant or agreement that is
  specifically dealt with elsewhere herein), and continuance of such default
    or breach for a period of 60 days after written notice has been given to the
  Company by the Trustee or to the Company and the Trustee by the holders of
 at least 25% in aggregate principal amount of the Notes then outstanding;

  (e) (i) an event of default has occurred under any mortgage, bond,
indenture, loan agreement or other document evidencing an issue of      
    Indebtedness of the Company or any Restricted Subsidiary, which issue has an
 aggregate outstanding principal amount of not less than $2.0 million, and
such default has resulted in such Indebtedness becoming, whether by     
declaration or otherwise, due and payable prior to the date on which it 
    would otherwise become due and payable or (ii) a default in any payment when
due at final maturity of any such Indebtedness;                         

       (f) failure by the Company or any of its Restricted Subsidiaries to pay
 one or more final judgments the uninsured portion of which exceeds in the
    aggregate $2.0 million, which judgment or judgments are not paid, discharged
or stayed for a period of 60 days;                                      

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      (g) any Guarantee ceases to be in full force and effect or is declared
null and void or any Guarantor denies that it has any further liability 
    under its Guarantee, or gives notice to such effect (other than by reason of
the termination of the Indenture or the release of any such Guarantee in
accordance with the Indenture), and such condition has continued for a  
period of 30 days after written notice of such failure requiring the    
Guarantor and the Company to remedy the same has been given (x) to the  
   Company by the Trustee or (y) to the Company and the Trustee by the holders
of 25% in aggregate principal amount of the Notes then outstanding; or  

 (h) the occurrence of certain events of bankruptcy, insolvency or
    reorganization with respect to the Company or any Significant Subsidiary; or

   (i) CFP Group fails to own all of the Capital Stock of the Company,
unless the Company and CFP Group have been merged.                      

   If an Event of Default (other than as specified in clause (h) above) occurs
and is continuing, the Trustee or the holders of not less than 25% in aggregate 
principal amount of the Notes then outstanding may declare the principal of and 
accrued interest on all of the outstanding Notes immediately due and payable    
and, upon any such declaration, such principal and such interest will become due
and payable immediately.                                                        

If an Event of Default specified in clause (h) above occurs and is      
continuing, then the principal of and accrued interest on all of the outstanding
Notes will IPSO FACTO become and be immediately due and payable without any     
declaration or other act on the part of the Trustee or any holder of Notes.     

At any time after a declaration of acceleration under the Indenture, but
before a judgment or decree for payment of the money due has been obtained by   
the Trustee, the holders of a majority in aggregate principal amount of the     
outstanding Notes, by written notice to the Company and the Trustee, may rescind
such declaration and its consequences if (i) the Company or any Guarantor has   
paid or deposited with the Trustee a sum sufficient to pay (A) all overdue      
interest on all Notes, (B) all unpaid principal of (and premium, if any, on) any
outstanding Notes that has become due otherwise than by such declaration of     
acceleration and interest thereon at the rate borne by the Notes, (C) to the    
extent that payment of such interest is lawful, interest upon overdue interest  
and overdue principal at the rate borne by the Notes and (D) all sums paid or   
advanced by the Trustee under the Indenture and the reasonable compensation,    
expenses, disbursements and advances of the Trustee, its agents and counsel; and
(ii) all Events of Default, other than the non-payment of amounts of principal  
of (or premium, if any, on) or interest on the Notes that have become due solely
by such declaration of acceleration, have been cured or waived. No such         
rescission will affect any subsequent default or impair any right consequent    
thereon.                                                                        

    No holder of any of the Notes has any right to institute any proceeding with
respect to the Indenture or any remedy thereunder, unless the holders of at     
least 25% in aggregate principal amount of the outstanding Notes have made      
written request, and offered reasonable indemnity, to the Trustee to institute  
such proceeding within 60 days after receipt of such notice and the Trustee,    
within such 60-day period, has not received directions inconsistent with such   
written request by holders of a majority in aggregate principal amount of the   
outstanding Notes. Such limitations do not apply, however, to a suit instituted 
by a holder of a Note for the enforcement of the payment of the principal of,   
premium, if any, or interest on such Note on or after the respective due dates  
expressed in such Note.                                                         

    The holders of not less than a majority in aggregate principal amount of the
outstanding Notes may, on behalf of the holders of all of the Notes, waive any  
past defaults under the Indenture, except a default in the payment of the       
principal of (and premium, if any) or interest on any Note, or in respect of a  
covenant or provision that under the Indenture cannot be modified or amended    
without the consent of the holder of each Note outstanding.                     

    If a Default or an Event of Default occurs and is continuing and is known to
the Trustee, the Trustee will mail to each holder of the Notes notice of the    
Default or Event of Default within five days after the                          

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occurrence thereof. Except in the case of a Default or an Event of Default in   
payment of principal of (and premium, if any, on) or interest on any Notes, the 
Trustee may withhold the notice to the holders of the Notes if a committee of   
its trust officers in good faith determines that withholding such notice is in  
the interests of the holders of the Notes.                                      

 The Company is required to furnish to the Trustee annual statements as to
the performance by the Company and the Subsidiary Guarantors of their           
obligations under the Indenture and as to any default in such performance. The  
Company is also required to notify the Trustee within five days of any Default. 

DEFEASANCE OR COVENANT DEFEASANCE OF INDENTURE                                  

    The Company may, at its option and at any time, terminate the obligations of
the Company and the Subsidiary Guarantors with respect to the outstanding Notes 
("defeasance"). Such defeasance means that the Company will be deemed to have   
paid and discharged the entire Indebtedness represented by the outstanding      
Notes, except for (i) the rights of holders of outstanding Notes to receive     
payments in respect of the principal of (and premium, if any, on) and interest  
on such Notes when such payments are due, (ii) the Company's obligations to     
issue temporary Notes, register the transfer or exchange of any Notes, replace  
mutilated, destroyed, lost or stolen Notes, maintain an office or agency for    
payments in respect of the Notes and segregate and hold such payments in trust, 
(iii) the rights, powers, trusts, duties and immunities of the Trustee and (iv) 
the defeasance provisions of the Indenture. In addition, the Company may, at its
option and at any time, elect to terminate the obligations of the Company and   
any Subsidiary Guarantor with respect to certain covenants set forth in the     
Indenture under "Certain Covenants" above, and any omission to comply with such 
obligations would not constitute a Default or an Event of Default with respect  
to the Notes ("covenant defeasance").                                           

In order to exercise either defeasance or covenant defeasance, (a) the  
Company must irrevocably deposit or cause to be deposited with the Trustee, as  
trust funds in trust, specifically pledged as security for, and dedicated solely
to, the benefit of the holders of the Notes, money in an amount, or U.S.        
Government Obligations (as defined in the Indenture) that through the scheduled 
payment of principal and interest thereon will provide money in an amount, or a 
combination thereof, sufficient, in the opinion of a nationally recognized firm 
of independent public accountants, to pay and discharge the principal of (and   
premium, if any, on) and interest on the outstanding Notes at maturity (or upon 
redemption, if applicable) of such principal or installment of interest; (b) no 
Default or Event of Default has occurred and is continuing on the date of such  
deposit or, insofar as an event of bankruptcy under clause (h) of "Events of    
Default" above is concerned, at any time during the period ending on the 91st   
day after the date of such deposit; (c) such defeasance or covenant defeasance  
may not result in a breach or violation of, or constitute a default under, the  
Indenture or any material agreement or instrument to which the Company or any   
Subsidiary Guarantor is a party or by which it is bound; (d) in the case of     
defeasance, the Company must deliver to the Trustee an opinion of counsel       
stating that the Company has received from, or there has been published by, the 
Internal Revenue Service a ruling, or since the date hereof, there has been a   
change in applicable federal income tax law, to the effect, and based thereon   
such opinion must confirm that, the holders of the outstanding Notes will not   
recognize income, gain or loss for federal income tax purposes as a result of   
such 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    
defeasance had not occurred; (e) in the case of covenant defeasance, the Company
must have delivered to the Trustee an opinion of counsel to the effect that the 
Holders of the Notes outstanding will not recognize income, gain or loss for    
federal income tax purposes as a result of such covenant defeasance and will be 
subject to federal income tax on the same amounts, in the same manner and at the
same times as would have been the case if such covenant defeasance had not      
occurred; and (f) the Company must have delivered to the Trustee an officers'   
certificate and an opinion of counsel, each stating that all conditions         
precedent provided for relating to either the defeasance or the covenant        
defeasance, as the case may be, have been complied with.                        

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SATISFACTION AND DISCHARGE                                                      

  Upon the request of the Company, the Indenture will cease to be of further
effect (except as to surviving rights of registration of transfer or exchange of
the Notes, as expressly provided for in the Indenture) and the Trustee, at the  
expense of the Company, will execute proper instruments acknowledging           
satisfaction and discharge of the Indenture when (a) either (i) all the Notes   
theretofore authenticated and delivered (other than mutilated, destroyed, lost  
or stolen Notes that have been replaced or paid and Notes that have been subject
to defeasance under "Defeasance or Covenant Defeasance of Indenture") have been 
delivered to the Trustee for cancellation or (ii) all Notes not theretofore     
delivered to the Trustee for cancellation (A) have become due and payable, (B)  
will become due and payable at maturity within one year or (C) are to be called 
for redemption within one year under arrangements satisfactory to the Trustee   
for the giving of notice of redemption by the Trustee in the name, and at the   
expense, of the Company, and the Company has irrevocably deposited or caused to 
be deposited with the Trustee funds in trust for the purpose in an amount       
sufficient to pay and discharge the entire Indebtedness on such Notes not       
theretofore delivered to the Trustee for cancellation, for principal (and       
premium, if any, on) and interest on the Notes to the date of such deposit (in  
the case of Notes that have become due and payable) or to the Stated Maturity or
redemption date, as the case may be; (b) the Company has paid or caused to be   
paid all sums payable under the Indenture by the Company; and (c) the Company   
has delivered to the Trustee an officers' certificate and an opinion of counsel,
each stating that all conditions precedent provided in the Indenture relating to
the satisfaction and discharge of the Indenture have been complied with.        

AMENDMENTS AND WAIVERS                                                          

   Modifications and amendments of the Indenture and any Guarantee may be made
by the Company, any affected Guarantor and the Trustee with the consent of the  
holders of a majority in aggregate outstanding principal amount of the Notes;   
provided, however, that no such modification or amendment may, without the      
consent of the holder of each outstanding Note affected thereby,                

      (a) change the Stated Maturity of the principal of, or any installment
    of interest on, any Note, or reduce the principal amount thereof or the rate
  of interest thereon or any premium payable upon the redemption thereof, or
    change the coin or currency in which any Note or any premium or the interest
thereon is payable, or impair the right to institute suit for the       
 enforcement of any such payment after the Stated Maturity thereof (or, in
the case of redemption, on or after the redemption date);               

       (b) reduce the percentage in principal amount of outstanding Notes, the
consent of whose holders is required for any waiver of compliance with  
  certain provisions of, or certain defaults and their consequences provided
for under, the Indenture;                                               

        (c) modify any provisions relating to "Amendments and Waivers" except to
    increase the percentage of outstanding Notes required for such actions or to
    provide that certain other provisions of the Indenture cannot be modified or
  waived without the consent of the holder of each outstanding Note affected
thereby; or                                                             

     (d) release any Subsidiary Guarantor that is a Significant Subsidiary
   from any of its obligations under its Subsidiary Guarantee or the Indenture
other than in accordance with the terms of the Indenture.               

The holders of a majority in aggregate principal amount of the Notes    
outstanding may waive compliance with certain restrictive covenants and         
provisions of the Indenture.                                                    

THE TRUSTEE                                                                     

The United States Trust Company of New York, the Trustee under the      
Indenture, will be the initial paying agent and registrar for the Notes. The    
Company and its Affiliates maintain customary banking relationships with the    
Trustee.                                                                        

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 The Indenture provides that, except during the continuance of an Event of
Default, the Trustee will perform only such duties as are specifically set forth
in the Indenture. If an Event of Default has occurred and is continuing, the    
Trustee will exercise such rights and powers vested in it under the Indenture   
and use the same degree of care and skill in its exercise as a prudent person   
would exercise under the circumstances in the conduct of such person's own      
affairs.                                                                        

    The Indenture and provisions of the Trust Indenture Act of 1939, as amended,
incorporated by reference therein, contain limitations on the rights of the     
Trustee thereunder, should it become a creditor of the Company, to obtain       
payment of claims in certain cases or to realize on certain property received by
it in respect of any such claims, as security or otherwise. The Trustee is      
permitted to engage in other transactions; provided, however, that, if it       
acquires any conflicting interest (as defined), it must eliminate such conflict 
upon the occurrence of an Event of Default or else resign.                      

GOVERNING LAW                                                                   

    The Indenture and the Notes will be governed by, and construed in accordance
with, the laws of the State of New York.                                        

BOOK-ENTRY, DELIVERY AND FORM                                                   

Except as set forth in the next paragraph, the Notes will initially be  
issued in the form of one Global Note (the "Global Note"). The Global Note will 
be deposited with, or on behalf of, The Depository Trust Company (the           
"Depositary") and registered in the name of Cede & Co., as nominee of the       
Depositary (such nominee being referred to herein as the "Global Note Holder"). 

  The Depositary is a limited-purpose trust company that was created to hold
securities for its participating organizations (collectively, the "Participants"
or the "Depositary's Participants") and to facilitate the clearance and         
settlement of transactions in such securities between Participants through      
electronic book-entry changes in accounts of its Participants. The Depositary's 
Participants include securities brokers and dealers (including the Initial      
Purchasers), banks and trust companies, clearing corporations and certain other 
organizations. Access to the Depositary's system is also available to other     
entities such as banks, brokers, dealers and trust companies (collectively, the 
"Indirect Participants" or the "Depositary's Indirect Participants") that clear 
through or maintain a custodial relationship with a Participant, either directly
or indirectly. Persons who are not Participants may beneficially own securities 
held by or on behalf of the Depositary only through the Depositary's            
Participants or the Depositary's Indirect Participants.                         

The Company expects that pursuant to procedures established by the      
Depositary (i) upon deposit of the Global Note, the Depositary will credit the  
accounts of Participants designated by the Initial Purchasers with portions of  
the principal amount of the Global Note and (ii) ownership of the Notes         
evidenced by the Global Note will be shown on, and the transfer of ownership    
thereof will be effected only through, records maintained by the Depositary     
(with respect to the interests of the Depositary's Participants), the           
Depositary's Participants and the Depositary's Indirect Participants.           
Prospective purchasers are advised that the laws of some states require that    
certain persons take physical delivery in definitive form of securities that    
they own. Consequently, the ability to own, transfer or pledge Notes evidenced  
by the Global Note will be limited to such extent. For certain other            
restrictions on the transferability of the Notes, see "Notice to Investors."    

   So long as the Global Note Holder is the registered owner of any Notes, the
Global Note Holder will be considered the sole Holder under the Indenture of any
Notes evidenced by the Global Note. Beneficial owners of Notes evidenced by the 
Global Note will not be considered the owners or Holders thereof under the      
Indenture for any purpose, including with respect to the giving of any          
directions, instructions or approvals to the Trustee thereunder. Neither the    
Company nor the Trustee will have any responsibility or                         

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liability for any aspect of the records of the Depositary or for maintaining,   
supervising or reviewing any records of the Depositary relating to the Notes.   

 Payments in respect of the principal of, premium, if any, and interest on
any Notes registered in the name of the Global Note Holder on the applicable    
record date will be payable by the Trustee to or at the direction of the Global 
Note Holder in its capacity as the registered Holder under the Indenture. Under 
the terms of the Indenture, the Company and the Trustee may treat the persons in
whose names Notes, including the Global Note, are registered as the owners      
thereof for the purpose of receiving such payments. Consequently, neither the   
Company nor the Trustee has or will have any responsibility or liability for the
payment of such amounts to beneficial owners of Notes. The Company believes,    
however, that it is currently the policy of the Depositary to immediately credit
the accounts of the relevant Participants with such payments, in amounts        
proportionate to their respective holdings of beneficial interests in the       
relevant security as shown on the records of the Depositary. Payments by the    
Depositary's Participants and the Depositary's Indirect Participants to the     
beneficial owners of Notes will be governed by standing instructions and        
customary practice and will be the responsibility of the Depositary's           
Participants or the Depositary's Indirect Participants.                         

CERTIFICATED SECURITIES                                                 

 Subject to certain conditions, any person having a beneficial interest in
the Global Note may, upon request to the Trustee, exchange such beneficial      
interest for Notes in the form of Certificated Securities. Upon any such        
issuance, the Trustee is required to register such Certificated Securities in   
the name of, and cause the same to be delivered to, such person or persons (or  
the nominee of any thereof). In addition, if (i) the Company notifies the       
Trustee in writing that the Depositary is no longer willing or able to act as a 
depositary and the Company is unable to locate a qualified successor within 90  
days or (ii) the Company, at its option, notifies the Trustee in writing that it
elects to cause the issuance of Notes in the form of Certificated Securities    
under the Indenture then, upon surrender by the Global Note Holder of its Global
Note, Certificated Notes will be issued to each person that the Global Note     
Holder and the Depositary identify as being the beneficial owner of the related 
Notes.                                                                          

Neither the Company nor the Trustee will be liable for any delay by the 
Global Note Holder or the Depositary in identifying the beneficial owners of    
Notes and the Company and the Trustee may conclusively rely on, and will be     
protected in relying on, instructions from the Global Note Holder or the        
Depositary for all purposes.                                                    

SAME-DAY SETTLEMENT AND PAYMENT                                         

    The Indenture will require that payments in respect of the Notes represented
by the Global Note (including principal, premium, if any, and interest) be made 
by wire transfer of immediately available funds to the accounts specified by the
Global Note Holder. With respect to Certificated Notes, the Company will make   
all payments of principal, premium, if any, and interest by wire transfer of    
immediately available funds to the accounts specified by the Holders thereof or,
if no such account is specified, by mailing a check to each such Holder's       
registered address. Secondary trading in long-term notes and debentures of      
corporate issuers is generally settled in clearinghouse or next-day funds. In   
contrast, the Notes represented by the Global Note are expected to be eligible  
to trade in the PORTAL market and to trade in the Depositary's Same-Day Funds   
Settlement System, and any permitted secondary market trading activity in such  
Notes will, therefore, be required by the Depositary to be settled in           
immediately available funds. The Company expects that secondary trading in the  
Certified Notes will also be settled in immediately available funds.            

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CERTAIN DEFINITIONS                                                             

  "Acquired Indebtedness" means Indebtedness of a person (a) existing at the
time such person becomes a Subsidiary or (b) assumed in connection with the     
acquisition of assets from such person.                                         

"Affiliate" means, with respect to any specified person, (a) any other  
person directly or indirectly controlling or controlled by or under direct or   
indirect common control with such specified person or (b) any other person that 
owns, directly or indirectly, 10% or more of such specified person's Capital    
Stock or any executive officer or director of any such specified person or other
person or, with respect to any natural person, any person having a relationship 
with such person by blood, marriage or adoption not more remote than first      
cousin. For the purposes of this definition, "control", when used with respect  
to any specified 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.                        

  "Asset Sale" means (i) the sale, lease, conveyance or other disposition of
any assets (including, without limitation, by way of merger, consolidation or   
Sale and Leaseback Transaction or similar arrangement) (collectively, a         
"transfer") by the Company or any Restricted Subsidiary other than in the       
ordinary course of business, whether in a single transaction or a series of     
related transactions, other than (a) inventory sold in the ordinary course of   
business and (b) any such other assets to the extent that the aggregate value of
such assets sold in any single transaction or related series of transactions    
does not exceed $250,000 and in all transactions during any 12-month period does
not exceed $1.0 million. For the purposes of this definition, the term "Asset   
Sale" does not include any transfer of properties or assets (i) that is governed
by the provisions of the Indenture described under "Consolidation, Merger and   
Sale of Assets", (ii) between or among the Company and its Restricted           
Subsidiaries pursuant to transactions that do not violate any other provision of
the Indenture, (iii) representing obsolete or permanently retired equipment and 
facilities or (iv) to an Unrestricted Subsidiary, if permitted under the        
"Limitation on Restricted Payments" covenant.                                   

 "Average Life" means, as of the date of determination with respect to any
Indebtedness or Disqualified Stock, the quotient obtained by dividing (a) the   
sum of the products of (i) the number of years from the date of determination to
the date or dates of each successive scheduled principal or liquidation value   
payment of such Indebtedness or Disqualified Stock, respectively, multiplied by 
(ii) the amount of each such principal or liquidation value payment by (b) the  
sum of all such principal or liquidation value payments.                        

   "Bank Credit Agreement" means the credit agreement dated as of December 30,
1996 among the Company, the Banks and NationsBank, N.A., as agent, as such      
agreement may be amended, restated, supplemented, refinanced or otherwise       
modified from time to time.                                                     

  "Banks" means the banks and other financial institutions that from time to
time are lenders under the Bank Credit Agreement.                               

"Capital Stock" of any person means any and all shares, interests,      
partnership interests, participations, rights in or other equivalents (however  
designated) of such person's equity interest (however designated) and any rights
(other than debt securities convertible into capital stock), warrants or options
exercisable or exchangeable for or convertible into such capital stock, whether 
now outstanding or issued after the Closing Date.                               

"Capitalized Lease Obligation" means, with respect to any person, an    
obligation incurred or assumed in the ordinary course of business under or in   
connection with any capital lease of real or personal property that, in         
accordance with GAAP, has been recorded as a capitalized lease.                 

"Change of Control" means the occurrence of any of the following events:

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       (a) Prior to an Initial Public Offering, Atlantic Equity Partners, L.P.
and/or its Affiliates shall cease to beneficially own and control (x) at
least 66 2/3% of the shares of Capital Stock (excluding the redeemable  
   preferred stock owned by Atlantic Equity Partners, L.P. and its Affiliates)
   of CFP Group (as such number of shares may be adjusted to take into account
  stock splits, reverse stock splits, dividends payable in shares of Capital
 Stock and similar transactions) beneficially owned and controlled by such
Persons as of the Closing Date and (y) a majority of the issued and     
outstanding Voting Stock of CFP Group;                                  

     (b) any "person" or "group" (as such terms are used in Sections 13(d)
  and 14(d) of the Exchange Act), other than Atlantic Equity Partners, L.P.,
its Affiliates and/or management employees of CFP Group or any of its   
   Subsidiaries is or becomes the "beneficial owner" (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of more than 50% of the
voting power of all classes of Voting Stock of CFP Group;               

        (c) CFP Group, either individually or in conjunction with one or more of
 its subsidiaries, sells, assigns, conveys, transfers, leases or otherwise
  disposes of, or such subsidiaries sell, assign, convey, transfer, lease or
otherwise dispose of, all or substantially all of the properties of CFP 
    Group and its subsidiaries, taken as a whole (either in one transaction or a
series of related transactions), including Capital Stock of such        
subsidiaries, to any person (other than the Company or a Restricted     
Subsidiary);                                                            

  (d) during any consecutive two-year period, individuals who at the
beginning of such period constituted the Board of Directors of CFP Group
  (together with any new directors whose election by such Board of Directors
or whose nomination for election by the stockholders of CFP Group 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) cease for any reason to
    constitute a majority of the Board of Directors of CFP Group then in office;
or                                                                      

        (e) CFP Group or the Company is liquidated or dissolved or adopts a plan
 of liquidation or dissolution, (other than as a result of a merger of the
Company into CFP Group or CFP Group into the Company).                  

    "Closing Date" means the date on which the Notes are originally issued under
the Indenture.                                                                  

    "Consolidated Adjusted Net Income" means, for any period, the net income (or
net loss) of the Company and its Restricted Subsidiaries for such period as     
determined on a consolidated basis in accordance with GAAP, adjusted to the     
extent included in calculating such net income or loss by excluding (a) any net 
after-tax extraordinary gains or losses (less all fees and expenses relating    
thereto), (b) any net after-tax gains or losses (less all fees and expenses     
relating thereto) attributable to Asset Sales, (c) the portion of net income (or
loss) of any person (other than the Company or a Restricted Subsidiary),        
including Unrestricted Subsidiaries, in which the Company or any Restricted     
Subsidiary has an ownership interest, except to the extent of the amount of     
dividends or other distributions actually paid to the Company or any Restricted 
Subsidiary in cash during such period, (d) the net income (or loss) of any      
person combined with the Company or any Restricted Subsidiary on a "pooling of  
interests" basis attributable to any period prior to the date of combination and
(e) the net income (but not the net loss) of any Restricted Subsidiary to the   
extent that the declaration or payment of dividends or similar distributions by 
such Restricted Subsidiary is at the date of determination restricted, directly 
or indirectly, except to the extent that such net income could be paid to the   
Company or a Restricted Subsidiary thereof by loans, advances, intercompany     
transfers, principal repayments or otherwise.                                   

"Consolidated EBITDA" means, for any period, the sum of, without        
duplication, (a) Consolidated Adjusted Net Income for such period, PLUS (b)     
Fixed Charges for such period, PLUS (c) the provision for federal, state, local 
and foreign income taxes of the Company and its Restricted Subsidiaries for such
period as determined on a consolidated basis in accordance with GAAP, PLUS (d)  
the aggregate depreciation, amortization and other non-cash expenses of the     
Company and its Restricted Subsidiaries for such                                

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period, determined on a consolidated basis in accordance with GAAP (excluding   
any such non-cash charge that requires an accrual of or reserve for cash charges
for any future period), to the extent deducted in computing Consolidated        
Adjusted Net Income, PLUS (e) any other non-cash charges reducing Consolidated  
Adjusted Net Income for such period, and minus non-cash credits increasing      
Consolidated Adjusted Net Income for such period, other than non-cash charges or
credits resulting from changes in prepaid assets or accrued liabilities in the  
ordinary course of business.                                                    

"Default" means any event that is, or after notice or passage of time or
both would be, an Event of Default.                                             

    "Disinterested Director" means, with respect to any transaction or series of
transactions in respect of which the Board of Directors is required to deliver a
resolution of the Board of Directors under the Indenture, a member of the Board 
of Directors who does not have any material direct or indirect financial        
interest in or with respect to such transaction or series of transactions.      

    "Disqualified Stock" means any class or series of Capital Stock that, either
by its terms, by the terms of any security into which it is convertible or      
exchangeable or by contract or otherwise (i) is or upon the happening of an     
event or passage of time would be, required to be redeemed prior to the final   
Stated Maturity of the Notes, (ii) is redeemable at the option of the holder    
thereof, at any time prior to such final Stated Maturity or (iii) at the option 
of the holder thereof is convertible into or exchangeable for debt securities at
any time prior to such final Stated Maturity.                                   

    "Distribution" means a cash distribution on the capital stock of the Company
in an amount not to exceed $17.25 million in order to permit CFP Group to make a
cash distribution of up to $16.0 million on the Class A Common Stock of CFP     
Group and to effect redemption of an aggregate of up to $1.25 million of the    
outstanding redeemable preferred stock of CFP Group.                            

"Equity Offering" means an underwritten primary offering of common stock
(which is Qualified Stock) of CFP Group.                                        

"Exchange Act" means the Securities Exchange Act of 1934, as amended.   

"Fixed Charge Coverage Ratio" means, for any period, the ratio of       
Consolidated EBITDA for such period to Fixed Charges for such period.           

  "Fixed Charges" means, for any period, without duplication, the sum of (a)
the amount that, in conformity with GAAP, would be set forth opposite the       
caption "interest expense" (or any like caption) on a consolidated statement of 
operations of the Company and its Restricted Subsidiaries for such period,      
including, without limitation, (i) amortization of debt discount, (ii) the net  
cost of interest rate contracts (including amortization of discounts), (iii) the
interest portion of any deferred payment obligation, (iv) amortization of debt  
issuance costs and (v) the interest component of Capitalized Lease Obligations  
of the Company and its Restricted Subsidiaries, plus (b) cash dividends paid on 
Preferred Stock and Disqualified Stock by the Company and any Restricted        
Subsidiary (to any person other than the Company and its Restricted             
Subsidiaries), computed on a tax effected basis, plus (c) all interest on any   
Indebtedness of any person guaranteed by the Company or any of its Restricted   
Subsidiaries or secured by a lien on the assets of the Company or any of its    
Restricted Subsidiaries; provided, however, that Fixed Charges will not include 
any gain or loss from extinguishment of debt, including the write-off of debt   
issuance costs.                                                                 

"Generally Accepted Accounting Principles" or "GAAP" means generally    
accepted accounting principles in the United States, consistently applied, that 
are in effect on the Closing Date.                                              

    "Hedging Obligations" means the obligations of any person under (i) interest
rate swap agreements, interest rate cap agreements and interest rate collar     
agreements and (ii) other agreements or arrangements designed to protect such   
person against fluctuations in interest rates or the value of foreign           
currencies.                                                                     

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"Indebtedness" means (without duplication), with respect to any person, 
whether recourse is to all or a portion of the assets of such person and whether
or not contingent, (a) every obligation of such person for money borrowed, (b)  
every obligation of such person evidenced by bonds, debentures, notes or other  
similar instruments, (c) every reimbursement obligation of such person with     
respect to letters of credit, bankers' acceptances or similar facilities issued 
for the account of such person, (d) every obligation of such person issued or   
assumed as the deferred purchase price of property or services, (e) the         
attributable value of every Capitalized Lease Obligation and Sale and Leaseback 
Transaction of such person, (f) all Disqualified Stock of such person valued at 
its maximum fixed repurchase price, plus accrued and unpaid dividends, (g) all  
obligations of such person under or in respect of Hedging Obligations and (h)   
every obligation of the type referred to in clauses (a) through (g) of another  
person and all dividends of another person the payment of which, in either case,
such person has guaranteed. For purposes of this definition, the "maximum fixed 
repurchase price" of any Disqualified Stock that does not have a fixed          
repurchase price will be calculated in accordance with the terms of such        
Disqualified Stock as if such Disqualified Stock were purchased on any date on  
which Indebtedness is required to be determined pursuant to the Indenture, and  
if such price is based upon, or measured by, the fair market value of such      
Disqualified Stock, such fair market value will be determined in good faith by  
the board of directors of the issuer of such Disqualified Stock. Notwithstanding
the foregoing, trade accounts payable and accrued liabilities arising in the    
ordinary course of business and any liability for federal, state or local taxes 
or other taxes owed by such person will not be considered Indebtedness for      
purposes of this definition.                                                    

    "Initial Public Offering" means a public offering of the common stock of CFP
Group that first results in the common stock of CFP Group becoming listed for   
trading on the New York Stock Exchange, the American Stock Exchange or the      
NASDAQ National Market.                                                         

  "Investment" means, (i) directly or indirectly (whether by means of a cash
payment or otherwise), any advance, loan (including, without limitation, by way 
of guarantee or similar arrangement) or other extension of credit or capital    
contribution to, the purchase of any stock, bonds, notes, debentures or other   
securities of, the acquisition, by purchase or otherwise, of all or             
substantially all of the business or assets or stock or other evidence of       
beneficial ownership of, any person or making of any investment in any person,  
(ii) the designation of any Restricted Subsidiary as an Unrestricted Subsidiary 
and (iii) the transfer of any assets or properties from the Company or a        
Restricted Subsidiary to any Unrestricted Subsidiary, other than the transfer of
assets or properties made in the ordinary course of business. Investments will  
exclude extensions of trade credit on commercially reasonable terms in          
accordance with normal trade practices.                                         

 "Lien" means any mortgage, charge, pledge, lien (statutory or otherwise),
privilege, security interest, hypothecation, assignment for security, claim, or 
preference or priority or other encumbrance upon or with respect to any property
of any kind, real or personal, movable or immovable, now owned or hereafter     
acquired. A person will be deemed to own subject to a Lien any property that    
such person has acquired or holds subject to the interest of a vendor or lessor 
under any conditional sale agreement, capital lease or other title retention    
agreement.                                                                      

"Management Fees" means management fees not in excess of $600,000 in any
single fiscal year plus reimbursement of actual out-of-pocket expenses.         

"Net Cash Proceeds" means, with respect to any Asset Sale, the proceeds 
thereof in the form of cash or cash equivalents, including payments in respect  
of deferred payment obligations when received in the form of, or stock or other 
assets when disposed for, cash or cash equivalents (except to the extent that   
such obligations are financed or sold with recourse to the Company or any       
Restricted Subsidiary), net of any bona fide direct costs incurred in connection
with such Asset Sale, including, without limitation, (i) taxes reasonably       
estimated to be actually payable in connection with such Asset Sale, (ii)       
payment of liabilities relating to assets sold at the time of, or within 30 days
after the date of such Asset Sale, (iii) payment of the outstanding principal   
amount of, premium or penalty, if any, and interest on any Indebtedness (other  
than under the Bank Credit Agreement) that is secured by a lien on the stock or 
assets in question and that is                                                  

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required to be repaid under the terms thereof as a result of such Asset Sale and
(iv) reasonable and customary fees, commissions, expenses and other costs paid  
by the Company or any of its Subsidiaries to any person (other than an Affiliate
of the Company) in connection with such Asset Sale.                             

"Permitted Investments" means any of the following:                     

     (a) Investments in (i) securities with a maturity of one year or less
  issued or directly and fully guaranteed or insured by the United States or
any agency or instrumentality thereof (provided that the full faith and 
credit of the United States is pledged in support thereof); (ii)        
  certificates of deposit or acceptances with a maturity of one year or less
   of any financial institution that is a member of the Federal Reserve System
  having combined capital and surplus of not less than $500.0 million; (iii)
  any shares of money market mutual or similar funds having assets in excess
   of $500.0 million; and (iv) commercial paper with a maturity of one year or
   less issued by a corporation that is not an Affiliate of the Company and is
  organized under the laws of any state of the United States or the District
   of Columbia and having a rating (A) from Moody's Investors Service, Inc. of
    at least P-1 or (B) from Standard & Poor's Ratings Services of at least A-1;

      (b) Investments by the Company or any Restricted Subsidiary in another
 person, if as a result of such Investment (i) such other person becomes a
 Restricted Subsidiary or (ii) such other person is merged or consolidated
    with or into, or transfers or conveys all or substantially all of its assets
to, the Company or a Restricted Subsidiary;                             

      (c) Investments by the Company or any Restricted Subsidiary in any one
of the other of them;                                                   

        (d) Investments in property or assets to be used in any line of business
   in which the Company or any Restricted Subsidiary is engaged on the Closing
Date;                                                                   

(e) Investments in existence on the Closing Date;               

        (f) promissory notes received as a result of Asset Sales permitted under
the "Limitations on Certain Asset Sales" covenant; and                  

 (g) other Investments that do not exceed $1.0 million at any time
outstanding.                                                            

"Preferred Stock" means, with respect to any person, any and all shares,
interests, partnership interests, participations, rights in or other equivalents
(however designated) of such person's preferred or preference stock, whether now
outstanding or issued after the Closing Date, and including, without limitation,
all classes and series of preferred or preference stock of such person.         

"Qualified Equity Interest" means any Qualified Stock and all warrants, 
options or other rights to acquire Qualified Stock (but excluding any debt      
security that is convertible into or exchangeable for Capital Stock).           

"Qualified Stock" of any person means any and all Capital Stock of such 
person, other than Disqualified Stock.                                          

"Restricted Subsidiary" means any Subsidiary other than an Unrestricted 
Subsidiary.                                                                     

   "Sale and Leaseback Transaction" means any transaction or series of related
transactions pursuant to which a person sells or transfers any property or asset
in connection with the leasing, or the resale against installment payments, of  
such property or asset to the seller or transferor.                             

    "Significant Subsidiary" means any Restricted Subsidiary of the Company that
together with its Subsidiaries, (a) for the most recent fiscal year of the      
Company, accounted for more than 10% of the consolidated net sales of the       
Company and its Subsidiaries or (b) as of the end of such fiscal year, was the  
owner of more than 10% of the consolidated assets of the Company and its        
Restricted Subsidiaries, in the case of either (a) or (b), as set forth on the  
most recently available consolidated financial statements of the                

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Company for such fiscal year or (c) was organized or acquired since the end of  
such fiscal year and would have been a Significant Subsidiary if it had been    
owned during such fiscal year.                                                  

"Stated Maturity" means, when used with respect to any Note or any      
installment of interest thereon, the date specified in such Note as the fixed   
date on which the principal of such Note or such installment of interest is due 
and payable and, when used with respect to any other Indebtedness, means the    
date specified in the instrument governing such Indebtedness as the fixed date  
on which the principal of such Indebtedness or any installment of interest      
thereon is due and payable.                                                     

"Subordinated Indebtedness" means Indebtedness of the Company or a      
Subsidiary Guarantor that is subordinated in right of payment to the Notes or   
the Subsidiary Guarantees issued by such Subsidiary Guarantor, as the case may  
be.                                                                             

  "Subsidiary" means any person a majority of the equity ownership or Voting
Stock of which is at the time owned, directly or indirectly, by the Company     
and/or one or more other Subsidiaries of the Company.                           

    "Unrestricted Subsidiary" means (a) any Subsidiary that is designated by the
Board of Directors of the Company as an Unrestricted Subsidiary in accordance   
with the "Unrestricted Subsidiaries" covenant and (b) any Subsidiary of an      
Unrestricted Subsidiary.                                                        

    "Voting Stock" means any class or classes of Capital Stock pursuant to which
the holders thereof have the general voting power under ordinary circumstances  
to elect at least a majority of the board of directors, managers or trustees of 
any person (irrespective of whether or not, at the time, stock of any other     
class or classes has, or might have, voting power by reason of the happening of 
any contingency).                                                               

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CERTAIN FEDERAL INCOME TAX CONSIDERATIONS 

    Based upon the assumptions, qualifications, and limitations set forth in the
tax opinion attached as Exhibit 8 to the Registration Statement of which this   
Prospectus is a part, the following discussion, in the opinion of O'Sullivan    
Graev & Karabell, LLP, counsel to CFP Group, fairly presents a summary of       
certain Federal income tax considerations relevant to the exchange of Old Notes 
for New Notes pursuant to the Exchange Offer, and of the ownership of the New   
Notes. This summary is based on the Internal Revenue Code of 1986, as amended   
(the "Code"), existing, temporary, and proposed Treasury Regulations, laws,     
Internal Revenue Service ("IRS") rulings and pronouncements and decisions now in
effect, all of which are subject to change. Any such changes may be applied     
retroactively in a manner that could adversely affect a Holder of the New Notes.
This summary deals only with Holders that will hold New Notes as "capital       
assets" (within the meaning of Section 1221 of the Code) and that are (i)       
citizens or residents of the United States, (ii) domestic corporations, or (iii)
otherwise subject to United States federal income taxation on a net income basis
in respect of a New Note. This summary does not address tax considerations      
applicable to investors that may be subject to special tax rules, such as banks,
tax-exempt organizations, insurance companies, dealers in securities or         
currencies, or persons that will hold New Notes as a position in a hedging      
transaction, "straddle" or "conversion transaction" for tax purposes. This      
summary does not consider the effect of any applicable foreign, state, local or 
other tax laws.                                                                 

CFP Group has not sought and will not seek any rulings from the IRS with
respect to the positions discussed below. There can be no assurance that the IRS
will not take a different position concerning the tax consequences of the       
purchase, ownership or disposition of the New Notes or that any such position   
would not be sustained.                                                         

  THE FOLLOWING DISCUSSION OF CERTAIN FEDERAL INCOME TAX CONSEQUENCES IS FOR
GENERAL INFORMATION ONLY AND IS NOT TAX ADVICE. ACCORDINGLY, INVESTORS          
CONSIDERING THE EXCHANGE OF OLD NOTES FOR NEW NOTES SHOULD CONSULT THEIR OWN TAX
ADVISORS WITH RESPECT TO THE APPLICATION OF THE UNITED STATES FEDERAL INCOME AND
ESTATE TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES  
ARISING UNDER THE LAWS OF ANY STATE, LOCAL OR FOREIGN TAXING JURISDICTION OR    
UNDER ANY APPLICABLE TAX TREATY.                                                

   Although the matter is not entirely free from doubt, the exchange of an Old
Note for a New Note pursuant to the Exchange Offer should not be treated as an  
exchange or otherwise as a taxable event for Federal income tax purposes.       
Accordingly, the New Notes should have the same issue price as the Old Notes and
each Holder should have the same adjusted basis and holding period in the New   
Notes as it had in the Old Notes immediately before the consummation of the     
Exchange Offer. It is assumed, for purposes of the following discussion, that   
the consummation of the Exchange Offer will not be treated as a taxable event to
Holders.                                                                        

  Notwithstanding the foregoing, the IRS might attempt to treat the Exchange
Offer as an "exchange" for federal income tax purposes. In such event the       
Exchange Offer could be treated as a taxable transaction in which case a Holder 
would be required to recognize gain or loss equal to the difference between such
Holder's tax basis in the Notes and the issue price of the Exchange Notes and,  
in some cases, a Holder could be required to recognize original issue discount, 
taxable as ordinary income.                                                     

PAYMENT OF INTEREST                                                             

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

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OPTIONAL REDEMPTION OR REPAYMENT                                                

The New Notes will not have original issue discount ("OID") because they
will have the same issue price as the Old Notes, which were issued at par. For  
purposes of determining OID, Treasury Regulations provide that (i) the Holder's 
right to require redemption of the New Notes upon the occurrence of a Change of 
Control will not be taken into account unless, based on all the facts and       
circumstances as of the issue date, it is significantly more likely than not    
that a Change of Control giving rise to the redemption will occur and (ii) the  
Company will be deemed to exercise its option to redeem the New Notes in a      
manner that minimizes the yield on the New Notes. In the event of a Change of   
Control, each Holder of New Notes will have the right to require the Company to 
repurchase all or a part of such Holder's New Notes as described in "Description
of Notes--Repurchase at the Option of Holders--Change of Control." The Company  
may also redeem the New Notes in certain circumstances, pursuant to the terms of
the New Notes. The Company does not believe that pursuant to the Treasury       
Regulations discussed above, either the repurchase or the redemption provisions 
of the New Notes will cause the New Notes to be issued with OID, or otherwise   
affect the computation of the yield to maturity of the New Notes. See           
"Description of Notes--Redemption--Optional Redemption."                        

MARKET DISCOUNT ON RESALE OF NEW NOTES                                          

   A Holder of a New Note should be aware that the purchase or resale of a New
Note may be affected by the "market discount" provisions of the Code. The market
discount rules generally provide that if a Holder of a New Note purchases the   
New Note at a market discount (i.e., a discount other than at original issue),  
any gain recognized upon the disposition of the New Note by the Holder will be  
taxable as ordinary interest income, rather than as capital gain, to the extent 
such gain does not exceed the accrued market discount on such New Note at the   
time of such disposition. "Market discount" generally means the excess, if any, 
of a New Note's stated redemption price at maturity over the price paid by the  
Holder therefor, unless a DE MINIMIS exception applies. A Holder who acquires a 
New Note at a market discount also may be required to defer the deduction of a  
portion of the amount of interest that the Holder paid or accrued during the    
taxable year on indebtedness incurred or maintained to purchase or carry such   
New Note, if any. If a Holder makes a gift of a New Note, accrued market        
discount, if any, will be recognized as if such Holder had sold such New Note   
for a price equal to its fair market value.                                     

   The New Notes provide for optional redemption, in whole or in part, and, in
the case of Change of Control, a mandatory offer to redeem, prior to maturity.  
If the New Notes were redeemed, a Holder generally would be required to include 
in gross income as ordinary income, for Federal income tax purposes, the portion
of the payment that is attributable to accrued market discount on the New Notes,
if any.                                                                         

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

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

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AMORTIZABLE BOND PREMIUM                                                        

    A subsequent Holder that purchases a New Note for an amount in excess of the
sum of all amounts payable on the New Note after the purchase date, other than  
stated interest, will be considered to have purchased the New Note at a         
"premium." A Holder generally may elect to amortize the premium over the        
remaining term of the New Note on a constant yield method. The amount amortized 
in any year will be treated as a reduction of the Holder's interest income from 
the New Note. Bond premium on a New Note held by a Holder that does not make    
such an election will decrease the gain or increase the loss otherwise          
recognized on the disposition of the New Note. The election to amortize premium 
on a constant yield method once made applies to all debt obligations held or    
subsequently acquired by the electing Holder on or after the first day of the   
first taxable year to which the election applies and may not be revoked without 
the consent of the IRS.                                                         

SALE, EXCHANGE OR RETIREMENT OF THE NEW NOTES                                   

 In general, subject to the market discount provisions and the amortizable
bond premium provisions discussed above, upon the sale, exchange or redemption  
of a New Note, a Holder generally will recognize capital gain or loss equal to  
the difference between (i) the amount of cash proceeds and the fair market value
of any property received on the sale, exchange or redemption (except to the     
extent such amount is attributable to accrued interest income not previously    
included in income, which amount is taxable as ordinary income) and (ii) such   
Holder's adjusted tax basis in the New Note. A Holder's initial tax basis in a  
New Note received in exchange for an Old Note will be equal to the basis such   
Holder had in the Old Note. With respect to Holders who purchase New Notes other
than at their original issuance, their tax basis in the New Notes will generally
be equal to their purchase price. Such capital gain or loss will be long-term   
capital gain or loss if the Holder's holding period in the New Note is more than
one year at the time of sale, exchange or redemption.                           

INFORMATION REPORTING AND BACKUP WITHHOLDING                                    

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

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PLAN OF DISTRIBUTION

Based on interpretations by the staff of the Commission set forth in    
no-action letters issued to third parties, the Company believes that the New    
Notes issued pursuant to the Exchange Offer in exchange for Old Notes may be    
offered for resale, resold and otherwise transferred by any holder thereof      
(other than any such holder that is an "affiliate" of the Company within the    
meaning of Rule 405 promulgated under the Securities Act) without compliance    
with the registration and prospectus delivery provisions of the Securities Act, 
PROVIDED that such New Notes are acquired in the ordinary course of such        
holder's business, such holder has no arrangement with any person to participate
in the distribution of such New Notes and neither such holder nor any such other
person is engaging in or intends to engage in a distribution of such New Notes. 
Accordingly, any holder who is an affiliate of the Company or any holder using  
the Exchange Offer to participate in a distribution of the New Notes will not be
able to rely on such interpretations by the staff of the Commission and must    
comply with the registration and prospectus delivery requirements of the        
Securities Act in connection with a resale transaction. Notwithstanding the     
foregoing, each broker-dealer that receives New Notes for its own account       
pursuant to the Exchange Offer must acknowledge that it will deliver a          
prospectus in connection with any resale of such New Notes. This Prospectus, as 
it may be amended or supplemented from time to time, may be used by a           
broker-dealer in connection with any resale of New Notes received in exchange   
for Old Notes where such Old Notes were acquired as a result of market-making   
activities or other trading activities (other than Old Notes acquired directly  
from the Company). The Company has agreed that, for a period of one year from   
the date of this Prospectus, it will make this Prospectus, as amended or        
supplemented, available to any broker-dealer for use in connection with any such
resale. In addition, until October 5, 1997 (90 days from the date of this       
Prospectus), all dealers effecting transactions in the New Notes may be required
to deliver a prospectus.                                                        

The Company will not receive any proceeds from any sale of New Notes by 
broker-dealers. New Notes received by broker-dealers for their own account      
pursuant to the Exchange Offer may be sold from time to time in one or more     
transactions in the over-the-counter market, in negotiated transactions, through
the writing of options on the New 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 negotiated prices. Any such resale may be made 
directly to purchasers or to or through brokers or dealers who may receive      
compensation in the form of commissions or concessions from any such            
broker-dealer and/or the purchasers of any such New Notes. Any broker-dealer    
that resells New Notes that were received by it for its own account pursuant to 
the Exchange Offer and any broker-dealer that participates in a distribution of 
such New Notes may be deemed to be an "underwriter" within the meaning of the   
Securities Act and any profit on any such resale of New Notes and any           
commissions or concessions received by any such persons may be deemed to be     
underwriting compensation under the Securities Act. The Letter of Transmittal   
states that by acknowledging that it will deliver, and by delivering, a         
prospectus as required, 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 one year from the date of this Prospectus, the Company will
send a reasonable number of additional copies of this Prospectus and any        
amendment or supplement to this Prospectus to any broker-dealer that requests   
such documents in the Letter of Transmittal. The Company will pay all the       
expenses incident to the Exchange Offer (which shall not include the expenses of
any holder in connection with resales of the New Notes). The Issuer has agreed  
to indemnify the Initial Purchasers and any broker-dealers participating in the 
Exchange Offer against certain liabilities, including liabilities under the     
Securities Act.                                                                 

LEGAL MATTERS 

The validity of the New Notes offered hereby will be passed upon for the
Company by O'Sullivan Graev & Karabell, LLP, New York, New York.                

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EXPERTS 

    The consolidated financial statements of CFP Group, Inc. and subsidiaries at
September 30, 1995 and 1996 and March 31, 1997 and for each of the three years  
in the period ended September 30, 1996 and the six months ended March 31, 1997  
included in this Prospectus and the related financial statement schedule        
included elsewhere in the Registration Statement, have been audited by Deloitte 
& Touche LLP, independent auditors, as set forth in their reports appearing     
herein and elsewhere in the Registration Statement, and are included in reliance
upon the reports of such firm given upon their authority as experts in          
accounting and auditing.                                                        

    The financial statements of Quality Foods, L.P. at December 31, 1995 and for
each of the two years in the period ended December 31, 1995, appearing in this  
Prospectus and the Registration Statement to which this Prospectus forms a part,
have been audited by Ernst & Young LLP, independent auditors, as set forth in   
their report thereon appearing elsewhere herein, and are included in reliance   
upon such report given upon the authority of such firm as experts in accounting 
and auditing.                                                                   

    The financial statements of Quality Foods, L.P. at December 31, 1996 and for
the year ended December 31, 1996, included in this Prospectus and the related   
financial statement schedule included elsewhere in the Registration Statement   
have been audited by Deloitte & Touche LLP, independent auditors, as set forth  
in their reports appearing herein and elsewhere in the Registration Statement,  
and are included in reliance upon the reports of such firm given upon their     
authority as experts in accounting and auditing.                                

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INDEX TO FINANCIAL STATEMENTS 

CFP GROUP, INC. AND SUBSIDIARIES

                                                        [Enlarge/Download Table]

                                                                                                              PAGE   
                                                                                                            ---------
                                                                                                                     

Independent Auditors' Report...............................................................................    F-2   

Consolidated Balance Sheets at September 30, 1995 and 1996 and March 31, 1997..............................    F-3   

Consolidated Statements of Operations for the years ended September 30, 1994, 1995 and 1996 and the six              
  months ended March 31, 1996 and 1997.....................................................................    F-4   

Consolidated Statements of Stockholders' Equity (Deficiency) for the years ended September 30, 1994, 1995            
  and 1996 and the six months ended March 31, 1997.........................................................    F-5   

Consolidated Statements of Cash Flows for the years ended September 30, 1994, 1995 and 1996 and the six              
  months ended March 31, 1996 and 1997.....................................................................    F-6   

Notes to Consolidated Financial Statements.................................................................    F-8   

QUALITY FOODS, L.P. 

                                                        [Enlarge/Download Table]
                                                                                          
Independent Auditors' Report......................................................... F-20

Report of Independent Auditors....................................................... F-21

Balance Sheets at December 31, 1995 and 1996......................................... F-22

Statements of Operations for the years ended December 31, 1994, 1995 and 1996........ F-23

Statements of Partners' Capital for the years ended December 31, 1994, 1995 and           
  1996............................................................................... F-24

Statements of Cash Flows for the years ended December 31, 1994, 1995 and 1996........ F-25

Notes to Financial Statements........................................................ F-26

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INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders                                      

CFP Group, Inc.:                                                                

  We have audited the accompanying consolidated balance sheets of CFP Group,
Inc. and subsidiaries (the "Company") as of September 30, 1995 and 1996 and     
March 31, 1997, and the related consolidated statements of operations,          
stockholders' equity (deficiency), and cash flows for each of the three years in
the period ended September 30, 1996 and the six months ended March 31, 1997.    
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, such consolidated financial statements present fairly, in
all material respects, the financial position of CFP Group, Inc. and            
subsidiaries as of September 30, 1995 and 1996 and March 31, 1997, and the      
results of their operations and their cash flows for each of the three years in 
the period ended September 30, 1996 and the six months ended March 31, 1997 in  
conformity with generally accepted accounting principles.                       

DELOITTE & TOUCHE LLP                                                           
Los Angeles, California                                                         
June 16, 1997                                                                   

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CFP GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS 

                                                        [Enlarge/Download Table]

                                         ASSETS (NOTE 7)                                          
                                                                                                  
                                                                    SEPTEMBER 30,                 
                                                                 --------------------   MARCH 31, 
                                                                   1995       1996        1997    
                                                                 ---------  ---------  -----------


                                                                          (IN THOUSANDS)          
                                                                                                  
Current assets:                                                                                   
  Cash.........................................................  $       1  $     493   $   2,139 
  Accounts receivable, net of allowance for doubtful accounts                                     
    of $138,000, $50,000 and $93,000 at September 30, 1995 and                                    
    1996, and March 31, 1997, respectively (Note 2)............      3,999      4,656      10,719 
  Inventories (Notes 2 and 4)..................................      3,429      3,908      11,340 
  Prepaid expenses and other current assets....................        919        302       2,526 
  Deferred income taxes (Notes 2 and 12).......................     --            136      --     
  Income taxes receivable......................................     --             86      --     
                                                                 ---------  ---------  -----------
      Total current assets.....................................      8,348      9,581      26,724 
Property and equipment, net (Notes 2 and 5)....................      8,258     10,049      25,402 
Costs in excess of net assets acquired, net                                                       
  (Notes 1 and 2)..............................................     10,659     10,375      72,021 
Intangible and other assets, net (Notes 2 and 6)...............      2,883      2,198       8,675 
                                                                 ---------  ---------  -----------
        Total..................................................  $  30,148  $  32,203   $ 132,822 
                                                                 ---------  ---------  -----------
                                                                 ---------  ---------  -----------

                        LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)                         
                                                                                                  
Current liabilities:                                                                              
  Current portion of long-term obligations (Note 7)............  $   2,310  $   3,665   $   1,991 
  Accounts payable.............................................      2,062      2,146       4,964 
  Accrued expenses and other current liabilities...............        909        617       5,055 
  Income taxes payable.........................................        313     --              12 
                                                                 ---------  ---------  -----------
      Total current liabilities................................      5,594      6,428      12,022 
                                                                 ---------  ---------  -----------
Long-term obligations (Note 7).................................     15,987     18,378     137,864 
                                                                 ---------  ---------  -----------
Deferred income taxes (Notes 2 and 12).........................        555        681      --     
                                                                 ---------  ---------  -----------
Stock warrant purchase obligations (Note 7)....................        899      1,516      --     
                                                                 ---------  ---------  -----------
Commitments and contingencies (Notes 13 and 14)                                                   

Redeemable preferred stock (Note 9)............................      1,229      1,180      --     
                                                                 ---------  ---------  -----------

Redeemable common stock (Note 10)..............................     --         --           2,319 
                                                                 ---------  ---------  -----------

Stockholders' equity (deficiency) (Note 11):                                                      
  Preferred stock, $.01 par value; 6,472 shares authorized,                                       
    none issued and outstanding.                                                                  
  Voting common stock - Class A, $.01 par value; 100,000 shares                                   
    authorized, 14,705 shares issued and outstanding...........      3,196      3,196       3,196 
  Nonvoting common stock - Class A, $.01 par value; 25,000                                        
    shares authorized, 2,725, 2,725 and 11,241 (inclusive of                                      
    3,011 shares classified as redeemable common stock) shares                                    
    issued and outstanding at September 30, 1995 and 1996 and                                     
    March 31, 1997, respectively...............................        592        592       2,204 
  Nonvoting common stock - Class B, $.01 par value; 25,000                                        
    shares authorized, 3,321 shares (inclusive of 2,162 shares                                    
    classified as redeemable common stock) issued and                                             
    outstanding at March 31, 1997..............................  --         --                805 
  Stockholders' notes receivable...............................  --         --               (337)
  Retained earnings (deficit)..................................      2,096        232     (25,251)
                                                                 ---------  ---------  -----------
      Total stockholders' equity (deficiency)..................      5,884      4,020     (19,383)
                                                                 ---------  ---------  -----------
        Total..................................................  $  30,148  $  32,203   $ 132,822 
                                                                 ---------  ---------  -----------
                                                                 ---------  ---------  -----------

See accompanying notes to consolidated financial statements.

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CFP GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS 

                                                        [Enlarge/Download Table]

                                                                                          SIX MONTHS ENDED     
                                                       YEARS ENDED SEPTEMBER 30,     --------------------------
                                                    -------------------------------   MARCH 31,     MARCH 31,  
                                                      1994       1995       1996         1996          1997    
                                                    ---------  ---------  ---------  ------------  ------------
                                                                                                               
                                                            (IN THOUSANDS)           (UNAUDITED)               
Sales (Note 2)..................................... $  86,598  $  61,543  $  65,996   $   30,335    $   60,529 
Cost of sales......................................    76,485     49,868     53,818       23,766        52,276 
                                                    ---------  ---------  ---------  ------------  ------------
Gross profit.......................................    10,113     11,675     12,178        6,569         8,253 
Selling, general and administrative                                                                            
  expenses (Note 8)................................     5,957      6,700      5,512        2,944         7,474 
Sales brokerage agreement termination costs (Note                                                              
  8)...............................................    --         --          4,996        4,996        --     
                                                    ---------  ---------  ---------  ------------  ------------
  Income (loss) from operations....................     4,156      4,975      1,670       (1,371)          779 
Interest expense (Note 7)..........................     2,443      2,632      3,232        1,512         4,681 
                                                    ---------  ---------  ---------  ------------  ------------
  Income (loss) before income taxes and                                                                        
    extraordinary item.............................     1,713      2,343     (1,562)      (2,883)       (3,902)
Provision (benefit) for income taxes (Notes 2 and                                                              
  12)..............................................       851      1,189       (409)        (662)         (541)
                                                    ---------  ---------  ---------  ------------  ------------
  Income (loss) before extraordinary item..........       862      1,154     (1,153)      (2,221)       (3,361)
Extraordinary (loss) on early extinguishment of                                                                
  debt (Note 7)....................................    --         --         --           --            (4,489)
                                                    ---------  ---------  ---------  ------------  ------------
Net income (loss).................................. $     862  $   1,154  $  (1,153)  $   (2,221)   $   (7,850)
                                                    ---------  ---------  ---------  ------------  ------------
                                                    ---------  ---------  ---------  ------------  ------------

See accompanying notes to consolidated financial statements.

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CFP GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
YEARS ENDED SEPTEMBER 30, 1994, 1995 AND 1996 AND THE SIX MONTHS ENDED MARCH 31,
1997

                                                        [Enlarge/Download Table]

                                 VOTING                  NONVOTING-                NONVOTING-                                 
                                CLASS A                   CLASS A                   CLASS B                                   
                              COMMON-STOCK              COMMON STOCK              COMMON STOCK        SHAREHOLDER   RETAINED  
                        ------------------------  ------------------------  ------------------------     NOTES      EARNINGS  
                          SHARES       AMOUNT       SHARES       AMOUNT       SHARES       AMOUNT     RECEIVABLE    (DEFICIT) 
                        -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------
                                                                                                                              
                                                                (DOLLARS IN THOUSANDS)                                        
Balance, October 1,                                                                                                           
  1993.................     14,705    $   3,196        2,595    $     554                                           $     275 
  Sale of common                                                                                                              
    stock..............                                  130           38                                                     
  Net income...........                                                                                                   862 
  Redeemable preferred                                                                                                        
    dividends..........                                                                                                   (97)
                        -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------
Balance, September 30,                                                                                                        
  1994.................     14,705        3,196        2,725          592                                               1,040 
  Net income...........                                                                                                 1,154 
  Redeemable preferred                                                                                                        
    dividends..........                                                                                                   (98)
                        -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------
Balance, September 30,                                                                                                        
  1995.................     14,705        3,196        2,725          592                                               2,096 
  Net loss.............                                                                                                (1,153)
  Redeemable preferred                                                                                                        
    dividends..........                                                                                                   (94)
  Increase in carrying                                                                                                        
    value of stock                                                                                                            
    warrant purchase                                                                                                          
    obligations........                                                                                                  (617)
                        -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------
Balance, September 30,                                                                                                        
  1996.................     14,705        3,196        2,725          592                                                 232 
  Net loss.............                                                                                                (7,850)
  Redeemable preferred                                                                                                        
    dividends..........                                                                                                   (27)
  Increase in carrying                                                                                                        
    value of stock                                                                                                            
    warrant purchase                                                                                                          
    obligations........                                                                                                  (207)
  Exercise of stock                                                                                                           
    warrants...........                                4,538        1,723                                                     
  Exercise of stock                                                                                                           
    options............                                7,487        2,163                                                     
  Issuance of common                                                                                                          
    stock..............                                    1            1        3,321    $   2,305    $    (343)             
  Repayment of stock-                                                                                                         
    holder notes.......                                                                                        6              
  Repurchase of common                                                                                                        
    stock..............                               (3,510)      (1,456)                                                    
  Distribution to                                                                                                             
    stockholders.......                                                                                               (17,399)
  Shares reclassified                                                                                                         
    to                                                                                                                        
    redeemable common                                                                                                         
    stock..............                               (3,011)        (819)      (2,162)      (1,500)                          
                        -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------
Balance, March 31,                                                                                                            
  1997.................     14,705    $   3,196        8,230    $   2,204        1,159    $     805    $    (337)   $ (25,251)
                        -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------
                        -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------



                          TOTAL                                                                                               
                        ---------                                                                                             
                                                                                                                              

Balance, October 1,                                                                                                           
  1993................. $   4,025                                                                                             
  Sale of common                                                                                                              
    stock..............        38                                                                                             
  Net income...........       862                                                                                             
  Redeemable preferred                                                                                                        
    dividends..........       (97)                                                                                            
                        ---------                                                                                             
Balance, September 30,                                                                                                        
  1994.................     4,828                                                                                             
  Net income...........     1,154                                                                                             
  Redeemable preferred                                                                                                        
    dividends..........       (98)                                                                                            
                        ---------                                                                                             
Balance, September 30,                                                                                                        
  1995.................     5,884                                                                                             
  Net loss.............    (1,153)                                                                                            
  Redeemable preferred                                                                                                        
    dividends..........       (94)                                                                                            
  Increase in carrying                                                                                                        
    value of stock                                                                                                            
    warrant purchase                                                                                                          
    obligations........      (617)                                                                                            
                        ---------                                                                                             
Balance, September 30,                                                                                                        
  1996.................     4,020                                                                                             
  Net loss.............    (7,850)                                                                                            
  Redeemable preferred                                                                                                        
    dividends..........       (27)                                                                                            
  Increase in carrying                                                                                                        
    value of stock                                                                                                            
    warrant purchase                                                                                                          
    obligations........      (207)                                                                                            
  Exercise of stock                                                                                                           
    warrants...........     1,723                                                                                             
  Exercise of stock                                                                                                           
    options............     2,163                                                                                             
  Issuance of common                                                                                                          
    stock..............     1,963                                                                                             
  Repayment of stock-                                                                                                         
    holder notes.......         6                                                                                             
  Repurchase of common                                                                                                        
    stock..............    (1,456)                                                                                            
  Distribution to                                                                                                             
    stockholders.......   (17,399)                                                                                            
  Shares reclassified                                                                                                         
    to                                                                                                                        
    redeemable common                                                                                                         
    stock..............    (2,319)                                                                                            
                        ---------                                                                                             
Balance, March 31,                                                                                                            
  1997................. $ (19,383)                                                                                            
                        ---------                                                                                             
                        ---------                                                                                             

See accompanying notes to consolidated financial statements.

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CFP GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS 

                                                        [Enlarge/Download Table]

                                                                                             SIX MONTHS ENDED     
                                                          YEARS ENDED SEPTEMBER 30,      ------------------------ 
                                                       --------------------------------   MARCH 31,    MARCH 31,  
                                                         1994        1995       1996        1996         1997     
                                                       ---------  ----------  ---------  -----------  ----------- 
                                                                                                                  
                                                                                         (UNAUDITED)              


                                                                             (IN THOUSANDS)                       
                                                                                                                  

Cash flows from operating activities:                                                                             
  Net income (loss)................................... $     862  $    1,154  $  (1,153)  $  (2,221)  $    (7,850)
  Adjustments to reconcile net income (loss) to net                                                               
    cash provided by (used in) operating activities:                                                              
    Depreciation and amortization.....................     1,847       1,710      2,088       1,035         2,236 
    Amortization of deferred financing costs and                                                                  
      original issue discount.........................       588         602        630         316           389 
    Deferred income taxes.............................       403        (171)       (10)        (74)         (546)
    Extraordinary loss on early extinguishment of                                                                 
      debt............................................    --          --         --          --             4,489 
    Changes in assets and liabilities, net of the                                                                 
      effects from the acquisition of Quality Foods                                                               
      L.P.:                                                                                                       
      Accounts receivable.............................       503         (18)      (658)        318          (170)
      Inventories.....................................       345         430       (479)       (185)        1,802 
      Prepaid expenses and other current assets.......      (109)       (362)       324         427          (963)
      Income taxes receivable/payable.................      (160)        473       (399)       (900)           98 
      Accounts payable................................       251         (57)        84         363           289 
      Accrued expenses and other current                                                                          
        liabilities...................................      (155)        621       (292)       (181)        3,703 
                                                       ---------  ----------  ---------  -----------  ----------- 
        Net cash provided by (used in) operating                                                                  
          activities..................................     4,375       4,382        135      (1,102)        3,477 
                                                       ---------  ----------  ---------  -----------  ----------- 
Cash flows from investing activities:                                                                             
  Acquisition of property and equipment...............      (739)     (1,821)    (1,432)       (468)       (1,674)
  Acquisition of Quality Foods L.P....................    --          --         --          --           (65,647)
  Proceeds from sale of property and equipment........        53      --         --          --                44 
  Other assets........................................        20          36       (379)     (1,453)          (16)
                                                       ---------  ----------  ---------  -----------  ----------- 
        Net cash used in investing activities.........      (666)     (1,785)    (1,811)     (1,921)      (67,293)
                                                       ---------  ----------  ---------  -----------  ----------- 
Cash flows from financing activities:                                                                             
  Borrowings under revolving loan facility............     9,000       8,300      9,725       5,300        14,821 
  Repayment of revolving loan facilities..............   (10,500)     (9,050)    (9,975)     (5,600)      (15,821)
  Proceeds from issuance of long-term debt............    --           8,800      5,681       5,681       218,500 
  Repayment of long-term debt and capitalized lease                                                               
    obligations.......................................    (2,037)    (10,857)    (3,120)     (1,369)     (122,847)
  Deferred financing costs............................                                                    (11,455)
  Proceeds from sale of common stock..................        38      --         --          --               157 
  Purchase of redeemable preferred stock..............    --          --           (143)       (143)       (1,207)
  Collection of shareholder notes receivable..........                                                          6 
  Purchase of common stock............................    --          --         --          --              (692)
  Distributions to shareholders.......................    --          --         --          --           (16,000)
                                                       ---------  ----------  ---------  -----------  ----------- 
        Net cash (used in) provided by financing                                                                  
          activities..................................    (3,499)     (2,807)     2,168       3,869        65,462 
                                                       ---------  ----------  ---------  -----------  ----------- 
Net increase (decrease) in cash.......................       210        (210)       492         846         1,646 
Cash, beginning of period.............................         1         211          1           1           493 
                                                       ---------  ----------  ---------  -----------  ----------- 
Cash, end of period................................... $     211  $        1  $     493   $     847   $     2,139 
                                                       ---------  ----------  ---------  -----------  ----------- 
                                                       ---------  ----------  ---------  -----------  ----------- 

See accompanying notes to consolidated financial statements.

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CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) 

                                                        [Enlarge/Download Table]

                                                                                               SIX MONTHS ENDED    
                                                            YEARS ENDED SEPTEMBER 30,      ------------------------
                                                         --------------------------------   MARCH 31,    MARCH 31, 
                                                           1994        1995       1996        1996         1997    
                                                         ---------  ----------  ---------  -----------  -----------
                                                                                                                   
                                                                                           (UNAUDITED)             


                                                                               (IN THOUSANDS)                      
                                                                                                                   

Supplemental disclosures of cash flow information:                                                                 
  Cash paid (received) during the year for:                                                                        
    Interest...........................................  $   2,024  $    1,831  $   2,265   $   1,203    $   2,099 
    Income taxes.......................................        690         973     --              32          (93)
Supplemental disclosures of noncash investing and                                                                  
  financing activity:                                                                                              
  Acquisition of property and equipment through capital                                                            
    leases.............................................  $     776  $    3,233  $   1,577   $      77       --     
  Accrued dividends on redeemable preferred stock......         97          98         94          45    $      27 
  Issuance of common stock in exchange for equity                                                                  
    interest in Quality Foods L.P......................     --          --         --          --            1,500 
  Issuance of employee notes in exchange for non-voting                                                            
    Class B common stock...............................                                                        343 
  Exercise price of stock options for which the cost to                                                            
    exercise was deducted from the distribution to                                                                 
    stockholders.......................................     --          --         --          --            1,399 
  Issuance of nonvoting Class B common stock to a                                                                  
    financial institution for services rendered........                                                        305 

During the year ended September 30, 1996, and the six months ended March 31,    
1996 and 1997, the carrying value of the stock warrant purchase obligations was 
increased by $617,000, $288,000 and $207,000, respectively, with a corresponding
charge to retained earnings. During the six months ended March 31, 1997, the    
stock warrant purchase obligations with a carrying value of $1,723,000 were     
redeemed for non-voting Class A common stock.                                   

On December 31, 1996, the Company acquired all of the equity interests in       
Quality Foods L.P. and its two general partners which are now operated as QF    
Acquisition Corp. ("Quality Foods") for a purchase price of $65.6 million. (See 
Note 3)                                                                         

See accompanying notes to consolidated financial statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. BUSINESS                                                                     

    CFP Group, Inc. (the "Company") was incorporated on November 26, 1996 as New
CFP Holdings, Inc. and subsequently changed its name to CFP Group, Inc. The     
Company was formed to recapitalize CFP Holdings, Inc. On December 31, 1996, each
person owning capital stock (or options to acquire capital stock) of CFP        
Holdings, Inc. exchanged their equity interests for equivalent interests of     
capital stock (or options to acquire capital stock) of the Company. Accordingly,
these consolidated financial statements include the historical results of CFP   
Holdings, Inc. for all periods presented. CFP Group, Inc. and CFP Holdings, Inc.
are companies which have no operations or assets separate from their investments
in their respective subsidiaries and rely on CFP Holdings, Inc.'s subsidiaries  
for their cash flows.                                                           

CFP Group, Inc., through its wholly owned subsidiaries, develops,       
manufactures and markets pre-cooked and uncooked meat products sold primarily to
manufacturers of branded and private label packaged foods, foodservice          
distributors, and restaurants.                                                  

 On December 31, 1996, the Company acquired all of the equity interests in
Quality Foods. Quality Foods is a Pennsylvania-based manufacturer primarily of  
pre-cooked and uncooked, thinly-sliced beef used in "Philadelphia-style" steak  
sandwiches. The financial statements include the operations of Quality Foods    
from the date of acquisition (See Note 3.)                                      

    On March 31, 1993, the Company acquired substantially all the assets of Best
Western Foods, Inc. and all the outstanding stock of Center of the Plate Foods, 
Inc. The acquisitions were accounted for as purchases. The cost in excess of net
assets acquired related to the purchase of the assets of Best Western Foods,    
Inc. and a portion of the stock of Center of the Plate Foods, Inc. were based on
the fair values of the identifiable assets acquired and liabilities assumed.    
However, because certain shares of the stock of Center of the Plate Foods, Inc. 
were purchased from a stockholder of the Company, a portion of the cost in      
excess of net assets acquired was reduced to reflect the historical basis of the
stockholder's continuing interest in the Company.                               

2. SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES                                 

PRINCIPLES OF CONSOLIDATION--The accompanying consolidated financial    
statements include the accounts of CFP Group, Inc. and its wholly owned         
subsidiaries. All significant intercompany balances and transactions have been  
eliminated in consolidation.                                                    

 FISCAL YEAR-END--During March 1997, the Company changed its year-end from
the Saturday closest to September 30 to the Saturday closest to March 31. All   
full years presented are 52 weeks; the six months ended March 31 consist of 26  
weeks. For clarity of presentation, the Company describes its prior year-ends as
September 30 and its prior quarter-end and current year-end as March 31. The    
Company's fiscal quarter end is the Saturday closest to the calendar            
quarter-end.                                                                    

    CONCENTRATION OF CREDIT RISK--Financial instruments that subject the Company
to credit risk consist primarily of accounts receivable. The Company performs   
ongoing credit evaluations of its customers and maintains an allowance for      
potential credit losses. The Company has two significant customers that         
accounted for more than 10% of its sales. Sales to one customer totaled 71%,    
46%, 48% and 35%, and sales to another customer totaled 25%, 44%, 40% and 23% of
total sales for the years ended September 30, 1994, 1995 and 1996, and the six  
months ended March 31, 1997 respectively. Accounts receivable from these        
customers totaled 81%, 64%, and 22% of total accounts receivable at September   
30, 1995 and 1996 and March 31, 1997, respectively. In addition, during the six 
months ended March 31, 1997, approximately                                      

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (CONTINUED)                     
11% of sales were ultimately purchased by retail units of an international      
franchising operation offering a menu of submarine sandwiches.                  

   INVENTORIES--Inventories are stated at the lower of cost or market. Cost is
determined using the first-in, first-out method.                                

PROPERTY AND EQUIPMENT--Property and equipment are stated at cost. The  
Company uses the straight-line method of depreciation for buildings and         
leasehold improvements and both the straight-line and the double-declining      
method for all other property and equipment. Depreciation is provided for over  
the estimated useful lives of the related assets, ranging from 3 to 40 years.   
Leasehold improvements are amortized over the shorter of their useful lives or  
the term of the lease.                                                          

   INTANGIBLE AND LONG-LIVED ASSETS--The Company reviews the recoverability of
intangible and long-lived assets whenever events or changes in circumstances    
indicate that the carrying value of such assets may not be recoverable. If the  
expected future cash flows from the use of such assets (undiscounted and without
interest charges) are less than the carrying value, the Company's policy is to  
record a writedown that is determined based on the difference between the       
carrying value of the asset and its estimated fair value.                       

    COST IN EXCESS OF NET ASSETS ACQUIRED--Cost in excess of net assets acquired
is amortized over periods of 20 to 40 years. Accumulated amortization was       
$711,000, $995,000 and $1,919,000 at September 30, 1995 and 1996 and March 31,  
1997, respectively (see Note 3).                                                

 COVENANTS NOT TO COMPETE--Covenants not to compete are stated at cost and
are amortized on a straight-line basis over five years. Accumulated amortization
was $1,198,000, $1,776,000 and $2,065,000 at September 30, 1995 and 1996 and    
March 31, 1997, respectively.                                                   

INCOME TAXES--Deferred income taxes are determined based on temporary   
differences between the financial reporting and income tax bases of assets and  
liabilities at the balance sheet date, multiplied by the applicable tax rates.  
Future tax benefits are recognized to the extent that realization of such       
benefits is more likely than not.                                               

FAIR VALUE OF FINANCIAL INSTRUMENTS--The carrying amounts of accounts   
receivable and accounts payable approximate fair value because of their         
short-term nature. The carrying amounts of substantially all of the Company's   
outstanding long-term obligations approximate fair value because their interest 
rates are based on variable reference rates or rates currently available to the 
Company for debt with similar terms.                                            

    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  
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.             

   STOCK OPTIONS--Statement of Financial Accounting Standards ("SFAS") No. 123
regarding accounting for stock-based compensation is effective for the Company  
beginning October 1, 1996. SFAS No. 123 requires expanded disclosure of         
stock-based compensation arrangements and encourages, but does not require,     
compensation cost to be measured based on the fair value of the equity          
instrument awarded. The Company will continue to account for its stock-based    
compensation arrangements under Accounting Principles Board ("APB") Opinion No. 
25.                                                                             

    INTERIM FINANCIAL DATA (UNAUDITED)--The financial statements and disclosures
included herein for the six months ended March 31, 1996 are unaudited; however, 
in the opinion of management, all adjustments,                                  

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (CONTINUED)                     
consisting only of normal recurring adjustments, necessary for a fair           
presentation of the financial statements for the interim period have been       
included. The results of operations for interim periods are not necessarily     
indicative of the results to be obtained for any other interim period or for the
entire fiscal year.                                                             

3. BUSINESS ACQUISITIONS                                                        

On December 31, 1996 pursuant to a securities purchase agreement, the   
Company acquired all of the equity interests in Quality Foods for a total       
purchase price of $67.1 million which was composed of cash payments to sellers  
of $64.0 million, less a purchase price adjustment refund received from the     
sellers of $354,000, the issuance of 2,162 shares of nonvoting common           
stock--Class B valued at $1.5 million, plus acquisition costs of $2.6 million   
less cash assumed of $600,000. Funds for the acquisition, the repayment of      
certain existing indebtedness, and for working capital were primarily provided  
by $76.0 million in term loans, a $20.0 million revolving credit facility and   
$25.0 million of subordinated bridge loans. This acquisition has been accounted 
for under the purchase method and the results of the operations of Quality Foods
have been included in the consolidated financial statements since the date of   
acquisition. The purchase price has been allocated, on a preliminary basis, to  
the assets acquired and liabilities assumed based on estimated fair values at   
the date of acquisition. This resulted in an excess of cost over net assets     
acquired of $62.6 million which is being amortized on a straight line basis over
20 years.                                                                       

    If the acquisition and the related equity and debt transactions had occurred
on October 1, 1995, the results on a pro forma basis for the combined operations
of the Company and Quality Foods for the year ended September 30, 1996 and for  
the six months ended March 31, 1997 would have been as follows:                 

                                                        [Enlarge/Download Table]

                                                                    SEPTEMBER 30,   MARCH 31, 
                                                                        1996          1997    
                                                                    -------------  -----------
                                                                                              
Net sales..........................................................  $   156,645    $  81,578 
(Loss) income before extraordinary item............................       (3,297)      (4,265)

  The fair value of the assets acquired was $95.4 million, the cash paid was
$65.6 million, the fair value of Common Stock issued was $1.5 million and       
liabilities assumed or paid upon the Acquisition were $28.3 million.            

4. INVENTORIES                                                                  

Inventories consisted of the following:                                 

                                                        [Enlarge/Download Table]

                                                                   SEPTEMBER 30,       MARCH 31, 
                                                                --------------------  -----------
                                                                                                 
                                                                  1995       1996        1997    
                                                                ---------  ---------  -----------


                                                                         (IN THOUSANDS)          
                                                                                                 
Raw materials.................................................. $   2,126  $   2,157   $   4,498 
Work-in-process................................................        81         96       2,157 
Finished goods.................................................     1,222      1,655       4,685 
                                                                ---------  ---------  -----------
Total.......................................................... $   3,429  $   3,908   $  11,340 
                                                                ---------  ---------  -----------
                                                                ---------  ---------  -----------

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

5. PROPERTY AND EQUIPMENT                                                       

Property and equipment consisted of the following:                      

                                                        [Enlarge/Download Table]

                                                                 SEPTEMBER 30,       MARCH 31, 
                                                              --------------------  -----------
                                                                1995       1996        1997    
                                                              ---------  ---------  -----------
                                                                                               
                                                                       (IN THOUSANDS)          
Land......................................................... $      30  $     187   $     376 
Building.....................................................     4,030      5,471      17,232 
Machinery and equipment......................................     4,022      5,018       9,590 
Office furniture and fixtures................................       127        228         492 
Leasehold improvements.......................................     1,513      1,816       2,479 
Construction in progress.....................................    --         --             185 
                                                              ---------  ---------  -----------
                                                                  9,722     12,720      30,354 
Accumulated depreciation and amortization....................    (1,464)    (2,671)     (4,952)
                                                              ---------  ---------  -----------
Property and equipment, net.................................. $   8,258  $  10,049   $  25,402 
                                                              ---------  ---------  -----------
                                                              ---------  ---------  -----------

6. INTANGIBLE AND OTHER ASSETS                                                  

Intangible and other assets consisted of the following:                 

                                                        [Enlarge/Download Table]

                                                                 SEPTEMBER 30,       MARCH 31, 
                                                              --------------------  -----------
                                                                                               
                                                                1995       1996        1997    
                                                              ---------  ---------  -----------


                                                                       (IN THOUSANDS)          
                                                                                               
Covenants not to compete..................................... $   2,643  $   2,643   $   2,643 
Deferred financing costs.....................................     2,379      2,428      12,231 
Other assets.................................................       170        495         210 
                                                              ---------  ---------  -----------
                                                                  5,192      5,566      15,084 
Accumulated amortization.....................................    (2,309)    (3,368)     (6,409)
                                                              ---------  ---------  -----------
Total........................................................ $   2,883  $   2,198   $   8,675 
                                                              ---------  ---------  -----------
                                                              ---------  ---------  -----------

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

7. LONG-TERM OBLIGATIONS                                                        

                                                        [Enlarge/Download Table]

                                                                                    SEPTEMBER 30,       MARCH 31,  
                                                                                ----------------------  ---------- 
                                                                                   1995        1996        1997    
                                                                                ----------  ----------  ---------- 
                                                                                                                   
                                                                                          (IN THOUSANDS)           
Long-term obligations consisted of the following:                                                                  
Senior notes payable, interest at 11 5/8% payable semiannually, principal due                                      
  January 2004................................................................                          $  115,000 
Term note payable to a bank, interest at a reference rate (8.5% at March 31,                                       
  1997) plus 2% or Eurodollar rate (5.8% at March 31, 1997) plus 3% payable                                        
  semiannually, principal payable quarterly at $1.0 million increasing to $2.2                                     
  million with the remaining balance due in June 2002.........................                              10,000 
Revolving loan payable to a bank, interest at a reference rate (8.5% at March                                      
  31, 1997) plus 1.25% or Eurodollar rate (5.8% at March 31, 1996) plus 2.5%                                       
  payable quarterly, expires June 2002........................................                                 500 
Debt assumed in connection with the acquisition of Quality Foods:                                                  
  Revenue bond payable to a government financing authority, interest at a                                          
    reference rate (5.85% at March 31, 1997) not to exceed 18% payable                                             
    monthly, principal payable annually at $100,000 increasing to $400,000                                         
    through December 2014.....................................................                               4,300 
  Notes payable to a government agency, interest at 2%, payable with principal                                     
    monthly through April 2012, collateralized in a second position on the                                         
    Company's Philadelphia facility...........................................                               2,154 
  Note payable to a government agency, interest at 0.5% payable monthly                                            
    beginning April 1999 through October 2005, principal and interest payable                                      
    in equal monthly installments from November 2005 through April 2010,                                           
    collateralized in a shared third position on the Company's Philadelphia                                        
    facility..................................................................                               1,000 
  Notes payable to a government agency, interest at 5.25% payable monthly with                                     
    principal through February 2012, collateralized in a shared third position                                     
    on the Company's Philadelphia facility....................................                                 747 
Capital lease obligations payable in varying monthly installments through                                          
  2019, collateralized by buildings and equipment with a net book value of                                         
  $4,129,000, $6,209,000 and $6,042,000, at September 30, 1995, 1996 and March                                     
  31, 1997, respectively......................................................  $    4,107  $    6,315       6,154 
Debt retired in connection with financing obtained for the Quality Foods                                           
  acquisition:                                                                                                     
  Senior notes payable and revolving loan payable, interest at commercial                                          
    paper rate (5.0% and 5.5% at September 30, 1995 and 1996, respectively)                                        
    plus 4.25%................................................................       5,886       7,668      --     
  Senior note payable, interest at the greater of 12% or the commercial paper                                      
    rate plus 8%, net of unamortized discount of $390,000 and $234,000 at                                          
    September 30, 1995 and 1996, respectively.................................       2,610       2,766      --     
  Subordinated notes payable, interest at 10%.................................       5,694       5,294      --     
                                                                                ----------  ----------  ---------- 
Total.........................................................................      18,297      22,043     139,855 
Less current portion..........................................................      (2,310)     (3,665)     (1,991)
                                                                                ----------  ----------  ---------- 
Long-term debt................................................................  $   15,987  $   18,378  $  137,864 
                                                                                ----------  ----------  ---------- 
                                                                                ----------  ----------  ---------- 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

7. LONG-TERM OBLIGATIONS (CONTINUED)                                            
The senior notes payable are senior unsecured obligations that rank PARI
PASSU in the right of payment with all other existing and future senior debt of 
the Company. The senior notes payable provide limitations on the sale or        
transfer of the Company's subsidiaries and also provide for the holders of the  
notes to require the Company to purchase the notes upon a change in control of  
the Company. The senior notes payable contain certain financial covenants       
including limitations on incurring additional debt, payments to stockholders,   
capital stock transactions and transactions with affiliates. At March 31, 1997, 
no amounts were available for dividend payments. The Company may redeem the     
notes prior to maturity subject to certain redemption premiums. The senior notes
payable are obligations of CFP Holdings and are jointly and severally, and      
unconditionally guaranteed in full by CFP Group and each of CFP Holdings'       
subsidiaries. The Company has filed a registration statement with the Securities
and Exchange Commission for the purpose of registering new notes ("New Notes")  
that will be exchanged for the Company's outstanding senior notes. The New Notes
are expected to have similar terms as the existing senior notes. In the event   
that the registration statement relating to the New Notes is not effective by   
dates specified, the interest rate on the senior notes could increase up to     
1.5%.                                                                           

 The Company has entered into a bank credit agreement for a revolving note
payable and a term loan payable ("Bank Debt"). Maximum borrowings under the     
revolving loan payable are $20.0 million subject to a borrowing base. Available 
borrowings at March 31, 1997 were $9.9 million. The revolving loan payable also 
provides for standby letters of credit of up to $3.0 million and for the        
reduction of available borrowings equal to the amount outstanding under the     
revenue bond payable. The Bank Debt is collaterialized by substantially all of  
the Company's assets and is guaranteed jointly and severally, and               
unconditionally in full by each of the Company's subsidairies. The bank credit  
agreement provides for the maintenance of certain financial ratios and other    
financial covenants and also includes limitations on capital expenditures,      
incurrance of additional debt, payment of dividends, capital stock transactions 
and asset dispositions. At March 31, 1997, no amounts were available for        
dividend payments. The interest rates for the revolving loan payable and term   
loan are reduced when the Company achieves certain leverage ratios.             

The revenue bond payable provides for monthly escrow deposits in amounts
sufficient to fund annual sinking fund requirements. Mandatory sinking fund     
redemptions are required each December 1 through final redemption in 2014. The  
bonds are supported by an irrevocable letter of credit which is backed by a     
guarantee provided by a commercial lender. The letter of credit and guarantee   
are collateralized by a first priority lien on the Company's Philadelphia real  
property. The commercial lender also has a lien on certain production equipment 
owned by the Company.                                                           

 One of the notes payable to a government agency requires that the Company
obtain a letter of credit for $750,000.                                         

One of the subordinated notes payable was issued in connection with the 
acquisition of the assets of Best Western Foods, Inc. The note provided for a   
reduction in the principal balance at certain annual measurement dates if the   
number of customer facilities serviced decreased. The Company recorded the      
liability associated with this debt only when the number of customer facilities 
serviced became certain. Accordingly, the Company recorded a liability of       
$994,000 at March 31, 1994 with a corresponding increase in covenants not to    
compete.                                                                        

   In connection with a loan agreement and a capital lease, the Company issued
warrants, which contained antidilution provisions, to purchase 2,700 and 412    
shares, respectively of common stock at $0.01 per share. The stock warrant      
purchase obligations were initially recorded at their estimated fair value at   

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

7. LONG-TERM OBLIGATIONS (CONTINUED)                                            
the date of issuance. Adjustments to the carrying value of the stock warrants   
purchase obligations to the estimated redemption price were recognized during   
the period from the date of issuance to the earliest put date of the warrants.  
During the years ended September 30, 1994 and 1995 no adjustments to the        
carrying value of the stock warrant purchase obligations were required. As of   
September 30, 1996, the Company had increased the carrying value of the warrants
from $899,000 to $1,516,000 with at corresponding charge to retained earnings of
$617,000. During the six months ended March 31, 1997, the carrying value of the 
warrants were increased by $207,000 and the warrants were converted into 4,538  
nonvoting shares of Class A common stock.                                       

As part of the acquisition of Quality Foods, the Company borrowed $76.0 
million under term loans and $25.0 million under bridge notes. The bridge notes,
$66.0 million of the term notes and certain other long-term obligations were    
repaid upon the issuance of the senior notes payable resulting in an            
extraordinary loss of $4.5 million. No income tax benefit was allocated to the  
extraordinary loss as the Company's income tax benefit was fully allocated to   
the loss from operations.                                                       

    Minimum principal payments of long-term obligations as of March 31, 1997 are
as follows:                                                                     

                                                        [Enlarge/Download Table]

YEAR ENDING                                                                                   
MARCH 31,                                                                       (IN THOUSANDS)
------------------------------------------------------------------------------  --------------
                                                                                              
1998..........................................................................    $    1,991  
1999..........................................................................         2,234  
2000..........................................................................         2,598  
2001..........................................................................         2,621  
2002..........................................................................         2,653  
Thereafter....................................................................       127,758  
                                                                                     -------  
Total.........................................................................       139,855  
                                                                                     -------  
                                                                                     -------  

8. RELATED PARTY TRANSACTIONS                                                   

  The Company had a sales brokerage agreement with a stockholder under which
the stockholder was paid a specified commission based on sales of certain       
products to certain customers. The agreement was terminated in January 1996 for 
a fee of $4,996,000. Commission expense under this agreement was $1,536,000,    
$2,142,000 and $570,000 for the years ended September 30, 1994, 1995 and 1996,  
respectively. Upon termination of the sales brokerage agreement, the Company    
entered into a consulting agreement that provides for a one-year contract with  
an option to extend for one additional year. The consulting agreement provides  
for annual payments of $100,000 with an additional bonus of $100,000 at the     
discretion of the Company. During December 1996, the Company purchased 865      
nonvoting Class A Common shares from this stockholder for $692,000.             

Effective December 31, 1996 the Company entered into a new management   
consulting agreement with an affiliate of a stockholder under which the Company 
is obligated to pay $600,000 per year plus expenses through December 2003, at   
which time the agreement is automatically extended annually, until terminated by
the Company or the stockholder. Consulting expense under this and a preceeding  
agreement was $396,000, $393,000, $400,000 and $292,000, including reimbursed   
expenses, for the years ended September 30, 1994, 1995 and 1996 and the six     
months, ended March 31, 1997, respectively. The Company paid an investment      
banking fee of $750,000 to the same affiliate of a stockholder upon consummation
of the Acquisition.                                                             

   The Company and certain of its shareholders have entered into a shareholder
agreement that restricts the transfer or sale of the Company's stock. Among     
other provisions, the shareholder agreement provides for the right of first     
refusal upon sale of the stock in addition to providing for the election of     
certain directors of the Company.                                               

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

8. RELATED PARTY TRANSACTIONS (CONTINUED)                                       
The Company has entered into employment agreements with certain of its  
executive officers which expire at various dates through December 2001. Such    
agreements provided for minimum salary levels, adjusted annually for            
cost-of-living changes, as well as for incentive bonuses which are payable if   
specified management goals are attained and for the issuance of stock options.  
The aggregate commitment for future salaries and minimum bonuses at March 31,   
1997, was approximately $4.0 million through December 2001.                     

9. REDEEMABLE PREFERRED STOCK                                                   

 In May 1993, the Company sold 4,000 shares of its $.01 par value Series A
preferred stock for $1.0 million or $250 per share. Total redeemable Series A   
preferred stock authorized is 5,000 shares. Annual cash dividends range from 8% 
to 12% and are cumulative. The dividends were accrued using the interest method 
through the date of mandatory redemption.                                       

On November 22, 1995, the Company redeemed 472 shares of this preferred 
stock. The total redemption price was $143,000, which included $118,000 of      
principal and $25,000 in accrued dividends. On December 31, 1996, the Company   
redeemed the remaining outstanding shares of the redeemable preferred stock. The
total redemption price was $1.2 million, which included $882,000 of principal   
and $325,000 in accrued dividends.                                              

10. REDEEMABLE COMMON STOCK                                                     

    During December 1996, in connection with the execution of certain employment
agreements (see Note 8) three management shareholders were granted the right to 
sell certain shares of common stock and shares to be issued upon the exercise of
certain stock options, back to the Company. The management shareholders have the
right to sell these shares upon the occurrence of certain employment related    
events, which include termination without cause, termination for nonrenewal of  
the employment agreement and involuntary termination. With respect to 3,011     
shares of Redeemable Nonvoting-Class A common stock, the redemption price is    
determined by a formula specified in the agreement. With respect to 2,162 shares
of Redeemable Nonvoting-Class B common stock, the redemption price is the fair  
value of shares or in certain circumstances the higher of the price paid for the
stock or the fair value. The redemption amounts are payable in cash or, in      
certain circumstances, subordinated notes payable. With respect to the 3,011    
shares, in certain circumstances, the Company has the right to purchase the     
stock from the management shareholder at a formula driven price as determined in
the agreement.                                                                  

   The redeemable common stock was initially recorded at its fair value at the
date the common stock was issued. Adjustments to the carrying value of the      
redeemable common stock are recorded when the redemption value exceeds the      
carrying value. As of March 31, 1997, no increase in the carrying value was     
necessary.                                                                      

11. STOCK OPTION PLAN                                                           

    In connection with the recapitalization, the Company assumed all obligations
of CFP Holdings under the CFP Holdings Stock Option Plan. Under the Plan, which 
is administered by the Board of Directors, 11,586 shares of nonvoting common    
stock were reserved for the issuance of incentive stock options or nonqualified 
stock options to directors, employees and consultants of the Company. The price,
terms and conditions of each issuance are determined based on the provisions of 
the plan. During the year ended September 30, 1995, 11,239 options were granted 
at an exercise price of $289 per share, of which 3,871 and 7,437 options were   
exercisable as of September 30, 1995 and 1996, respectively. In December 1996,  
7,487                                                                           

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CFP GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

11. STOCK OPTION PLAN (CONTINUED)                                               
options at $289 per share were exercised for nonvoting common stock. Thereafter,
the Company repurchased 2,645 shares of these newly issued shares for $2.1      
million less the exercise cost of $764,000 for net cash paid of $1,352,000 that 
was recorded as compensation expense. At March 31, 1997, a total of 3,752       
unvested options at an exercise price of $289 per share expiring 2002, were     
outstanding.                                                                    

The Company has adopted the disclosure-only provision of SFAS 123,      
"Accounting for Stock-Based Compensation." The estimated fair value of options  
granted during 1995 pursuant to SFAS 123 was $664,000. Had compensation cost for
the Company's stock option plan been determined based on their fair value at the
date of grant consistent with the provisions of SFAS 123, the Company's         
pro-forma net income (loss) would have been $1.0 million, $(1.3) million, and   
$(8.0) million for the years ended September 30, 1995 and 1996, and for the six 
months ended March 31, 1997, respectively. The fair value of each option grant  
was estimated using the Black-Scholes option pricing model with the following   
weighted average assumptions: dividend yield and volatility of zero, a risk free
interest rate of 6.28% and expected option lives of 3.7 years.                  

In connection with employment agreements entered into with certain      
management stockholders, upon the adoption of a 1997 stock option plan, the     
Company has agreed to grant to these management shareholders options to purchase
Class B nonvoting common stock equal to a total of 2.5% of the issued and       
outstanding shares of common stock of the Company.                              

12. INCOME TAXES                                                                

The provision (benefit) for income taxes consisted of the following:    

                                                        [Enlarge/Download Table]

                                                                 SEPTEMBER 30,            MARCH 31, 
                                                        -------------------------------  -----------
                                                          1994       1995       1996        1997    
                                                        ---------  ---------  ---------  -----------
                                                                                                    
                                                                       (IN THOUSANDS)               
Current:                                                                                            
  Federal.............................................. $     358  $   1,092  $    (401)            
  State................................................        90        268          2   $       5 
                                                        ---------  ---------  ---------       ----- 
                                                              448      1,360       (399)          5 
                                                        ---------  ---------  ---------       ----- 
Deferred:                                                                                           
  Federal..............................................       286       (135)        39        (427)
  State................................................       117        (36)       (49)       (119)
                                                        ---------  ---------  ---------       ----- 
                                                              403       (171)       (10)       (546)
                                                        ---------  ---------  ---------       ----- 
  Total provision (benefit)............................ $     851  $   1,189  $    (409)  $    (541)
                                                        ---------  ---------  ---------       ----- 
                                                        ---------  ---------  ---------       ----- 

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CFP GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

12. INCOME TAXES (CONTINUED)                                                    
The major elements contributing to the difference between the federal   
statutory income tax rate and the effective income tax rate relating to income  
(loss) before income taxes and extraordinary item are as follows:               

                                                        [Enlarge/Download Table]

                                                           SEPTEMBER 30,            MARCH 31,    
                                                  -------------------------------  -----------   
                                                    1994       1995       1996        1997       
                                                  ---------  ---------  ---------  -----------   
                                                                                                 
Statutory rate...................................      35.0%      35.0%     (35.0)%      (35.0 )%
Officer's life insurance and other nondeductible                                                 
  expenses.......................................       2.2        1.8        4.0         0.7    
Goodwill amortization............................       5.3        4.3        6.4         1.2    
State taxes, net.................................       7.2        9.6       (1.6)        1.9    
Valuation allowance..............................                                        17.3    
                                                  ---------  ---------  ---------  -----------   
Effective tax rate...............................      49.7%      50.7%     (26.2)%      (13.9 )%
                                                  ---------  ---------  ---------  -----------   
                                                  ---------  ---------  ---------  -----------   
                                                        [Enlarge/Download Table]

                                                           SEPTEMBER 30,       MARCH 31, 
                                                        --------------------  -----------
                                                                                         
                                                          1995       1996        1997    
                                                        ---------  ---------  -----------


                                                                 (IN THOUSANDS)          
                                                                                         
Deferred income tax assets:                                                              
  Federal net operating loss carryforwards.............                        $   2,894 
  State taxes.......................................... $      53  $      26      --     
  Accrued vacation.....................................        29         39         114 
  Expense accruals.....................................        12         21          38 
  State net operating loss carryforwards...............    --             43         627 
  AMT credit carryforward..............................    --            189         126 
  Valuation allowances.................................    --         --          (3,149)
                                                        ---------  ---------  -----------
                                                        $      94  $     318   $     650 
                                                        ---------  ---------  -----------
                                                        ---------  ---------  -----------
Deferred income tax liabilities:                                                         
  Depreciation and amortization........................ $     555  $     681   $     405 
  Prepaid expenses.....................................        53         51         101 
  Other................................................        41        131         144 
                                                        ---------  ---------  -----------
                                                        $     649  $     863   $     650 
                                                        ---------  ---------  -----------
                                                        ---------  ---------  -----------

   At March 31, 1997, the Company has federal net operating loss carryforwards
of $8.2 million that are available ratably over the next six fiscal years and   
that expire in 2012. At March 31, 1997, the Company has various state operating 
loss carryforwards aggregating $6.8 million that expire in 2002 through 2017.   

During the six months ended March 31, 1997, the Company established a   
valuation allowance equal to the net deferred tax asset of $3.1 million.        

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CFP GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

13. COMMITMENTS                                                                 

  The Company leases its facilities and certain equipment under both capital
and noncancelable operating leases that expire through November 2019. Rent      
expense under operating leases totaled $652,000, $618,000, $618,000, and        
$444,000 for the years ended September 30, 1994, 1995 and 1996, and the six     
months ended March 31, 1997 respectively. Certain of the leases require the     
payment of related property taxes, insurance, maintenance and other costs.      

Minimum future lease payments under both capital and operating leases,  
together with the present value of the net minimum lease payments under capital 
leases as of March 31, 1997, are summarized as follows:                         

                                                        [Enlarge/Download Table]

YEAR ENDING                                                               CAPITAL     OPERATING 
MARCH 31                                                                   LEASES      LEASES   
-----------------------------------------------------------------------  ----------  -----------
                                                                                                
                                                                             (IN THOUSANDS)     
1998...................................................................  $    1,151   $     839 
1999...................................................................       1,104         656 
2000...................................................................       1,037         576 
2001...................................................................         841         555 
2002...................................................................         841         468 
Thereafter.............................................................      15,267         423 
                                                                         ----------  -----------
Total minimum lease payments...........................................      20,241   $   3,517 
                                                                                     -----------
                                                                                     -----------
Amount representing interest...........................................     (14,087)            
                                                                         ----------             
Present value of net minimum lease payments............................  $    6,154             
                                                                         ----------             
                                                                         ----------             

14. BENEFIT PLAN                                                                

   One of the Company's subsidiaries has a defined contribution profit-sharing
salary reduction plan covering substantially all of its employees not otherwise 
covered under a collective bargaining agreement. Company contribution to the    
profit-sharing plan are determined by the board of directors and are a          
percentage of each participant's compensation. Benefit plan expense recorded by 
the Company was $29,000 for the six months ended March 31, 1997.                

15 . SUMMARIZED FINANCIAL INFORMATION                                           

The full financial statements of each of the other co-guarantors of the 
senior notes payable (see Note 7) have not been provided because the Company's  
management believes that the presentation of full                               

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CFP GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

15 . SUMMARIZED FINANCIAL INFORMATION (CONTINUED)                               
financial statements is not material to investors. Summarized financial         
information of CFP Group, Inc. and CFP Holdings, Inc. as of March 31, 1997 and  
for the six months ended March 31, 1997 was as follows:                         

                                                        [Enlarge/Download Table]

                                                                                                      CFP GROUP, 
                                                      CFP HOLDINGS INC.  CFP GROUP,                      INC.    
                                                        CONSOLIDATED        INC.      ELIMINATIONS   CONSOLIDATED
                                                      -----------------  -----------  -------------  ------------
                                                                                                                 
                                                                            MARCH 31, 1997                       
                                                      -----------------------------------------------------------

Total current assets.................................     $  26,724                                   $   26,724 

Total non-current assets.............................       106,098                                      106,098 

Investment in subsidiary.............................        --           $   1,828     $  (1,828)        --     
                                                           --------      -----------  -------------  ------------

Total................................................     $ 132,822       $   1,828     $  (1,828)    $  132,822 
                                                           --------      -----------  -------------  ------------
                                                           --------      -----------  -------------  ------------

Total current liabilities............................     $  12,022                                   $   12,022 
                                                           --------                                  ------------

Total non-current liabilities........................       137,864                                      137,864 
                                                           --------                                  ------------

Intercompany payable (receivable)....................       (18,892)      $  18,892                       --     
                                                           --------      -----------                 ------------

Redeemable preferred stock...........................         1,228          --         $  (1,228)        --     
                                                           --------      -----------  -------------  ------------

Common stock subject to redemption...................        --               2,319        --              2,319 
                                                           --------      -----------  -------------  ------------

Stockholder's equity (deficiency)                                                                                

  Voting common stock................................         3,196           3,196        (3,196)         3,196 

  Nonvoting common stock.............................         6,655           3,009        (6,655)         3,009 

  Stockholders notes receivable......................        --                (337)       --               (337)

  Retained earnings (accumulated deficit)............        (9,251)        (25,251)        9,251        (25,251)
                                                           --------      -----------  -------------  ------------

    Total stockholders' equity (deficiency)..........           600         (19,383)         (600)       (19,383)
                                                           --------      -----------  -------------  ------------

Total................................................     $ 132,822       $   1,828     $  (1,828)    $  132,822 
                                                           --------      -----------  -------------  ------------
                                                           --------      -----------  -------------  ------------

                                                        [Enlarge/Download Table]

                                                                                                       CFP GROUP, 
                                                       CFP HOLDINGS INC.  CFP GROUP,                      INC.    
                                                         CONSOLIDATED        INC.      ELIMINATIONS   CONSOLIDATED
                                                       -----------------  -----------  -------------  ------------
                                                                                                                  
                                                                     SIX MONTHS ENDED MARCH 31, 1997              
                                                       -----------------------------------------------------------
Sales................................................      $  60,529                                   $   60,529 
Cost of sales........................................         52,276                                       52,276 
                                                            --------                                  ------------
Gross profit.........................................          8,253                                        8,253 
Selling, general and administrative expenses.........          7,474                                        7,474 
                                                            --------                                  ------------
  Income from operations                                         779                                          779 
Equity in loss of subsidiary                                  --           $  (7,850)    $   7,850         --     
Interest expense.....................................          4,681          --            --              4,681 
                                                            --------      -----------  -------------  ------------
  (Loss) income before income taxes and extraordinary                                                             
    item.............................................         (3,902)         (7,850)        7,850         (3,902)
Benefit for income taxes                                        (541)         --            --               (541)
Loss (income) before extraordinary item..............         (3,361)         (7,850)        7,850         (3,361)
Extraordinary loss on early extinguishment of debt...         (4,489)         --            --             (4,489)
                                                            --------      -----------  -------------  ------------
  Net (loss) income..................................      $  (7,850)      $  (7,850)    $   7,850     $   (7,850)
                                                            --------      -----------  -------------  ------------
                                                            --------      -----------  -------------  ------------

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INDEPENDENT AUDITORS' REPORT

The Partners                                                                    
Quality Foods, L.P.:                                                            

We have audited the accompanying balance sheet of Quality Foods, L.P.   
("Quality Foods") as of December 31, 1996, and the related statements of        
operations, partners' capital, and cash flows for the year then ended. These    
financial statements are the responsibility of Quality Foods' 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 financial position of Quality Foods as of December
31, 1996, and the results of its operations and its cash flows for the year then
ended in conformity with generally accepted accounting principles.              

DELOITTE & TOUCHE LLP                                                           

Los Angeles, California                                                         

February 14, 1997                                                               

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REPORT OF INDEPENDENT AUDITORS

The Partners                                                                    
Quality Foods, L.P.                                                             

   We have audited the accompanying balance sheet of Quality Foods, L.P. as of
December 31, 1995, and the related statements of operations, partners' capital, 
and cash flows for each of the two years in the period ended December 31, 1995. 
Our audits also included the financial statement schedule listed in the Index at
Item 21(b). These financial statements and schedule are the responsibility of   
the Partnership's management. Our responsibility is to express an opinion on    
these financial statements and schedule based on our audits.                    

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

  In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Quality Foods, L.P. at      
December 31, 1995, and the results of its operations and its cash flows for each
of the two years in the period ended December 31, 1995, in conformity with      
generally accepted accounting principles. Also, in our opinion, the related     
financial statement schedule, when considered in relation to the basic financial
statements taken as a whole, presents fairly in all material respects the       
information set forth therein.                                                  

                                                               ERNST & YOUNG LLP

Philadelphia, PA                                                                

February 12, 1996                                                               

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QUALITY FOODS, L.P. 

BALANCE SHEETS

                                                        [Enlarge/Download Table]

                                                                                                DECEMBER 31,     
                                                                                           ----------------------
                                                                                                                 
                                                                                             1995        1996    
                                                                                           ---------  -----------


                                                                                               (IN THOUSANDS)    
                                                                                                                 
                                                      ASSETS                                                     
Current assets:                                                                                                  
  Cash.................................................................................... $     105   $     390 
  Accounts receivable, net of allowance for doubtful accounts of $35,000 and $50,000 at                          
    December 31, 1995 and 1996, respectively..............................................     5,944       5,892 
  Inventory...............................................................................     9,689       7,727 
  Prepaid expenses and other current assets...............................................       991       1,547 
                                                                                           ---------  -----------
Total current assets......................................................................    16,729      15,556 

Property, plant, and equipment, net.......................................................     8,772      15,395 
Construction funds........................................................................     2,649          15 
Intangible and other assets...............................................................     5,664       4,626 
                                                                                           ---------  -----------
Total assets.............................................................................. $  33,814   $  35,592 
                                                                                           ---------  -----------
                                                                                           ---------  -----------
                                        LIABILITIES AND PARTNERS' CAPITAL                                        
Current liabilities:                                                                                             
  Revolving line of credit................................................................ $   5,146   $  --     
  Current portion of long-term debt.......................................................     2,850         189 
  Accounts payable........................................................................     3,521       6,392 
  Accrued expenses........................................................................     1,180         535 
                                                                                           ---------  -----------
Total current liabilities.................................................................    12,697       7,116 

Long-term debt............................................................................    12,229       5,539 
Advances from CFP Holdings, Inc. .........................................................    --          15,677 

Partners' capital:                                                                                               
  General partners........................................................................        90          73 
  Limited partners........................................................................     8,798       7,187 
                                                                                           ---------  -----------
Total partners' capital...................................................................     8,888       7,260 
                                                                                           ---------  -----------
Total liabilities and partners' capital................................................... $  33,814   $  35,592 
                                                                                           ---------  -----------
                                                                                           ---------  -----------

See accompanying notes to the financial statements. 

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QUALITY FOODS, L.P. 

STATEMENTS OF OPERATIONS

                                                        [Enlarge/Download Table]

                                                                                      YEAR ENDED DECEMBER 31,    
                                                                                                                 
                                                                                    1994       1995       1996   
                                                                                  ---------  ---------  ---------


                                                                                          (IN THOUSANDS)         
                                                                                                                 
Net sales........................................................................ $  84,817  $  84,694  $  90,582
Cost of sales....................................................................    72,162     67,930     71,448
                                                                                  ---------  ---------  ---------
Gross profit.....................................................................    12,655     16,764     19,134
Operating expenses...............................................................     6,887      6,926      7,519
Acquisition costs................................................................        --         --      3,088
Facility start-up and relocation expense.........................................        --         --      1,628
                                                                                  ---------  ---------  ---------
  Income from operations.........................................................     5,768      9,838      6,899
Interest expense.................................................................     2,616      2,129      1,871
                                                                                  ---------  ---------  ---------
  Income before extraordinary item...............................................     3,152      7,709      5,028
Extraordinary loss on early extinguishment of debt...............................     1,771        130        546
                                                                                  ---------  ---------  ---------
  Net income.....................................................................     1,381      7,579      4,482
Pro forma provision for income taxes.............................................       553      3,032      1,793
                                                                                  ---------  ---------  ---------
Pro forma net income............................................................. $     828  $   4,547  $   2,689
                                                                                  ---------  ---------  ---------
                                                                                  ---------  ---------  ---------

See accompanying notes to the financial statements. 

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QUALITY FOODS, L.P. 

STATEMENTS OF PARTNERS' CAPITAL 

                                                        [Enlarge/Download Table]

                                                                                     GENERAL     LIMITED             
                                                                                    PARTNERS    PARTNERS     TOTAL   
                                                                                   -----------  ---------  --------- 
                                                                                                                     
                                                                                            (IN THOUSANDS)           
Partners' capital--January 1, 1994................................................  $      26   $   2,891  $   2,917 
  Net income......................................................................         17       1,364      1,381 
  Distributions...................................................................        (18)     (1,759)    (1,777)
                                                                                          ---   ---------  --------- 
Partners' capital--December 31, 1994..............................................         25       2,496      2,521 
  Net income......................................................................         77       7,502      7,579 
  Distributions...................................................................        (12)     (1,200)    (1,212)
                                                                                          ---   ---------  --------- 
Partners' capital--December 31, 1995..............................................         90       8,798      8,888 
  Net income......................................................................         45       4,437      4,482 
  Distributions...................................................................        (62)     (6,048)    (6,110)
                                                                                          ---   ---------  --------- 
Partners' capital--December 31, 1996..............................................  $      73   $   7,187  $   7,260 
                                                                                          ---   ---------  --------- 
                                                                                          ---   ---------  --------- 

See accompanying notes to the financial statements. 

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QUALITY FOODS, L.P. 

STATEMENTS OF CASH FLOWS

                                                        [Enlarge/Download Table]

                                                                                       YEAR ENDED DECEMBER 31,     
                                                                                   ------------------------------- 
                                                                                                                   
                                                                                     1994       1995       1996    
                                                                                   ---------  ---------  --------- 


                                                                                           (IN THOUSANDS)          
                                                                                                                   
OPERATING ACTIVITIES                                                                                               
  Net income...................................................................... $   1,381  $   7,579  $   4,482 
  Adjustments to reconcile income to net cash provided by operating activities:                                    
      Depreciation and amortization...............................................     1,025      1,038      1,510 
      Loss on disposal of equipment...............................................       130         37         14 
      Extraordinary loss on early extinguishment of debt..........................     1,771        130        546 
      Changes in operating assets and liabilities:                                                                 
        Accounts receivable.......................................................      (353)      (366)        52 
        Inventory.................................................................     1,823     (3,016)     1,962 
        Prepaid expenses and other assets.........................................      (769)        55       (556)
        Accounts payable and accrued expenses.....................................      (459)       141      1,937 
                                                                                   ---------  ---------  --------- 
  Net cash provided by operating activities.......................................     4,549      5,598      9,947 
                                                                                   ---------  ---------  --------- 

INVESTING ACTIVITIES                                                                                               
  Purchases of and deposits on property, plant and equipment......................      (858)    (4,102)    (7,190)
  Change in investment of restricted bond proceeds................................    (4,419)     1,770      2,634 
                                                                                   ---------  ---------  --------- 
  Net cash used in investing activities...........................................    (5,277)    (2,332)    (4,556)
                                                                                   ---------  ---------  --------- 

FINANCING ACTIVITIES                                                                                               
  Partners' distributions.........................................................    (1,777)    (1,212)    (6,110)
  Advances from CFP Holdings, Inc. ...............................................    --         --         15,677 
  Proceeds from issuance of long-term debt........................................     9,500      5,150        750 
  Payments of long-term debt......................................................    (4,607)    (5,681)   (10,101)
  Prepayment penalty on early extinguishment of debt..............................    (1,530)    --            (99)
  Debt issuance costs.............................................................      (448)      (255)       (77)
  Change in revolving line of credit..............................................      (450)    (1,381)    (5,146)
                                                                                   ---------  ---------  --------- 
  Net cash provided by (used in) financing activities.............................       688     (3,379)    (5,106)
                                                                                   ---------  ---------  --------- 
  Net (decrease) increase in cash.................................................       (40)      (113)       285 
  Cash at beginning of period.....................................................       258        218        105 
                                                                                   ---------  ---------  --------- 
  Cash at end of period........................................................... $     218  $     105  $     390 
                                                                                   ---------  ---------  --------- 
                                                                                   ---------  ---------  --------- 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION                                                                   
  Cash paid for interest.......................................................... $   2,819  $   2,203  $   2,213 
                                                                                   ---------  ---------  --------- 
                                                                                   ---------  ---------  --------- 

See accompanying notes to the financial statements. 

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QUALITY FOODS, L.P. 

NOTES TO FINANCIAL STATEMENTS 

1. ORGANIZATION AND BUSINESS                                                    

 Quality Foods, L.P. ("Quality Foods") is a manufacturer of pre-cooked and
uncooked, thinly-sliced beef used primarily in "Philadelphia-style" steak       
sandwiches. It also supplies chicken products and lines of pre-cooked and       
uncooked meatballs and hamburger patties. No individual distributor handled more
than 7% of net sales. Approximately 46% of net sales in each of the years ended 
December 31, 1994, 1995 and 1996 were ultimately purchased by retail units of an
international franchising operation offering a menu of submarine sandwiches.    

    Quality Foods was formed on May 13, 1992 by QF Acquisition Corp. ("QFAC") as
managing general partner, an additional general partner, and four limited       
partners (the "Partners"). Operations of Quality Foods commenced July 22, 1992  
when QFAC contributed operating assets and certain liabilities of William Cohen 
and Son Co., Inc. ("Cohen"), which it acquired on July 22, 1992.                

    On December 31, 1996, CFP Holdings, Inc. ("Holdings") acquired substantially
all of the limited partnership interests in Quality Foods. The remaining limited
partnership interests that were owned by certain members of management of       
Quality Foods ("Rollover Interests") were exchanged for common stock of CFP     
Group, Inc., the parent of Holdings. Holdings also acquired all of the issued   
and outstanding capital stock of QFAC and the other general partner of Quality  
Foods. Immediately following the acquisition of all such partnership interests, 
CFP Group, Inc. contributed the Rollover Interests to Holdings. Holdings then   
contributed all of the partnership interests in Quality Foods to QFAC. Quality  
Foods was then terminated and QFAC became a wholly owned subsidiary of Holdings.
The accompanying 1996 financial statements reflect the financial position and   
the results of operations through December 31, 1996 immediately prior to the    
transfer or exchange of share or partnership interests and include the reduction
of debt and borrowings from Holdings.                                           

   Quality Foods is not subject to federal or state income taxes; instead, any
taxable income or loss is passed through to the partners and reported on their  
respective income tax returns. According to the terms of the partnership        
agreement, the partners are entitled to receive quarterly distributions from    
available funds for tax liabilities based upon taxable income. Income is        
allocated based upon the percentage interest owned by the partners and          
distributions are allocated based upon the partnership agreement. Pro forma     
provision for income taxes and pro forma net income reflect the pro forma effect
of income taxes as if Quality Foods had been taxed as a corporation for all     
periods presented at a statutory rate of 40%. Included in pro forma income tax  
expense for the years ended December 31, 1994, 1995 and 1996 is an income tax   
benefit of $708,000, $52,000 and $218,000, respectively, relating to the        
extraordinary loss on the early extinguishment of debt.                         

2. ACCOUNTING POLICIES                                                          

    CREDIT RISK  Financial instruments that subject Quality Foods to credit risk
consist primarily of accounts receivable. Quality Foods performs ongoing credit 
evaluations of its customers and maintains an allowance for potential credit    
losses. Quality Foods generally does not require its customers to post          
collateral or other security.                                                   

INVENTORY  Inventory is stated at the lower of cost or market, with cost
determined on a first-in, first-out method.                                     

DEPRECIATION  Property, plant, and equipment is carried at cost.        
Depreciation is computed by the straight-line method over the estimated useful  
lives of the assets, ranging from 3 to 40 years.                                

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QUALITY FOODS, L.P. 

NOTES TO FINANCIAL STATEMENTS (CONTINUED) 

2. ACCOUNTING POLICIES (CONTINUED)                                              
  INTANGIBLE AND LONG-LIVED ASSETS  Quality Foods reviews the recoverability
of intangible and long-lived assets whenever events or changes in circumstances 
indicate that the carrying value of such assets may not be recoverable. If the  
expected future cash flows from the use of such assets (undiscounted and without
interest charges) are less than the carrying value, Quality Foods' policy is to 
record a writedown that is determined based on the difference between the       
carrying value of the asset and its estimated fair value.                       

INTANGIBLE ASSETS  Loan commitment fees and other costs associated with 
Quality Foods' financing have been capitalized and are being amortized over the 
term of the respective debt instrument. Costs associated with the organization  
of Quality Foods have been capitalized and are being amortized by the           
straight-line method over five years. The excess of the cost over fair market   
value of the assets acquired and from Cohen contributed to Quality Foods by QFAC
and direct costs of the acquisition paid by Quality Foods are being amortized by
the straight-line method over 15 years.                                         

  REVENUE RECOGNITION  Quality Foods recognizes revenue upon shipment of its
product.                                                                        

FAIR VALUE OF FINANCIAL INSTRUMENTS  The carrying amounts of accounts   
receivable and accounts payable approximate fair value because of their         
short-term nature. The carrying amounts of the revolving line of credit and     
senior and subordinated notes payable approximate fair value because their      
interest rates are based upon rates currently available to Quality Foods for    
debt with similar terms and conditions.                                         

    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 to the financial statements and
accompanying notes. Actual results could differ from those estimates.           

RECLASSIFICATIONS  Certain reclassifications have been made to Quality  
Foods' financial statements for the years ended December 31, 1994 and 1995 to   
conform to the 1996 presentation.                                               

3. INVENTORY                                                                    

Inventory consists of the following:                                    

                                                        [Enlarge/Download Table]

                                                                                                    DECEMBER 31,    
                                                                                                --------------------
                                                                                                  1995       1996   
                                                                                                ---------  ---------
                                                                                                                    
                                                                                                   (IN THOUSANDS)   
Finished products.............................................................................. $   4,434  $   3,516
Work in process................................................................................     4,530      3,150
Meats and other ingredients....................................................................       445        810
Packaging and shipping materials...............................................................       280        251
                                                                                                ---------  ---------
                                                                                                $   9,689  $   7,727
                                                                                                ---------  ---------
                                                                                                ---------  ---------

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QUALITY FOODS, L.P. 

NOTES TO FINANCIAL STATEMENTS (CONTINUED) 

4. PROPERTY, PLANT, AND EQUIPMENT                                               

Property, plant, and equipment consists of the following:               

                                                        [Enlarge/Download Table]

                                                                                                  DECEMBER 31,     
                                                                                              -------------------- 
                                                                                                1995       1996    
                                                                                              ---------  --------- 
                                                                                                                   
                                                                                                 (IN THOUSANDS)    
Land......................................................................................... $      39  $     189 
Buildings....................................................................................     2,094     11,150 
Machinery and equipment......................................................................     3,330      5,764 
Construction in progress.....................................................................     4,396        176 
                                                                                              ---------  --------- 
                                                                                                  9,859     17,279 
Less accumulated depreciation................................................................    (1,087)    (1,884)
                                                                                              ---------  --------- 
Property, plant, and equipment, net.......................................................... $   8,772  $  15,395 
                                                                                              ---------  --------- 
                                                                                              ---------  --------- 

Interest earnings, net of expense on construction funds, of $8,000 was  
deferred in 1995. Quality Foods capitalized $161,000 of interest during the year
ended December 31, 1996 in conjunction with its plant expansion.                

Outstanding accounts payable for construction in progress on the        
Philadelphia facility was $497,000 and $786,000 at December 31, 1995 and 1996,  
respectively.                                                                   

5. INTANGIBLE ASSETS                                                            

Intangible assets and other assets consist of the following:            

                                                        [Enlarge/Download Table]

                                                                                                    DECEMBER 31,     
                                                                                                -------------------- 
                                                                                                  1995       1996    
                                                                                                ---------  --------- 
                                                                                                                     
                                                                                                   (IN THOUSANDS)    
Deferred financing costs....................................................................... $   1,165  $     242 
Organization costs.............................................................................       257        257 
Goodwill.......................................................................................     6,238      6,238 
                                                                                                ---------  --------- 
                                                                                                    7,660      6,737 
Less accumulated amortization..................................................................    (1,996)    (2,111)
                                                                                                ---------  --------- 
                                                                                                $   5,664  $   4,626 
                                                                                                ---------  --------- 
                                                                                                ---------  --------- 

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QUALITY FOODS, L.P. 

NOTES TO FINANCIAL STATEMENTS (CONTINUED) 

6. CREDIT AND DEBT AGREEMENTS                                                   

Long term debt consists of the following at December 31:                

                                                        [Enlarge/Download Table]

                                                                                                1995       1996    
                                                                                              ---------  --------- 
                                                                                                                   
                                                                                                 (IN THOUSANDS)    
PEDFA taxable development revenue bonds, 1995 series D....................................... $   4,400  $   4,300 
MELF term loan...............................................................................    --            428 
PIDC term loan...............................................................................       750      1,000 
Term loans...................................................................................     4,083            
Senior subordinated notes payable to former shareholders of Cohen............................     2,596     --     
Junior subordinated note payable to a limited partner........................................     3,250     --     
                                                                                              ---------  --------- 
                                                                                                 15,079      5,728 
Less current portion.........................................................................    (2,850)      (189)
                                                                                              ---------  --------- 
Noncurrent portion of long-term debt......................................................... $  12,229  $   5,539 
                                                                                              ---------  --------- 
                                                                                              ---------  --------- 

On December 28, 1995, the Pennsylvania Economic Development Financing   
Authority ("PEDFA") issued $4,400,000 of taxable development revenue bonds (1995
series D) to refund all outstanding 1994 series B-9 tax exempt bonds.           
Unamortized deferred financing costs relating to the 1994 bonds were written off
and are reported as extraordinary charge of $130,000 in 1995. Quality Foods is  
obligated to pay all costs of these bond issues pursuant to loan agreements with
PEDFA. Bond proceeds are held by PEDFA's bank trustee for release to Quality    
Foods upon submission of documentation evidencing qualifying expenditures to    
acquire, construct and equip the Philadelphia Facility.                         

Interest on the bonds is determined weekly by PEDFA's remarketing agent 
(5.8% at December 31, 1995 and 1996), subject to a maximum rate of 18%. Interest
is paid monthly and monthly escrow deposits are required in amounts sufficient  
to fund annual sinking fund requirements. Mandatory sinking fund redemptions are
required each December 1 continuing through final redemption in 2014. The bonds 
are supported by an irrevocable bank letter of credit which is backed by a      
guarantee provided by a commercial lender. The letter of credit and guarantee   
are secured by a mortgage creating a first priority lien on the Philadelphia    
real property subject to a reimbursement agreement between PEDFA's letter of    
credit bank and a commercial lender. Quality Foods pays annual fees of .5% and  
1.5% for the letter of credit and guarantee, respectively.                      

 The Pennsylvania Department of Commerce has loaned Quality Foods $500,000
for production equipment installed at the Philadelphia facility through its     
Machinery and Equipment Loan Fund program ("MELF"). The loan bears interest at  
2% and will mature within a 5-year term. The loan is secured by a perfected pari
passu first lien security interest on program equipment shared with Quality     
Foods' former commercial lender.                                                

  The Philadelphia Industrial Development Corporation ("PIDC") has committed
to lend Quality Foods up to $1,750,000 in two loans of $1,000,000 and $750,000, 
respectively. The $1,000,000 loan has been drawn and is outstanding as of       
December 31, 1996 and bears interest at 0.5% with no payments for the first 24  
months following final disbursement, interest only payments for months 25       
through 102 and level monthly payments of principal and interest for months 103 
through 180. The $750,000 commitment will convert into a term loan that is      
repayable in 180 equal monthly installments of principal and interest at 5.25%. 
Both loans will be secured by a mortgage representing a third priority lien on  
the Philadelphia property.                                                      

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QUALITY FOODS, L.P. 

NOTES TO FINANCIAL STATEMENTS (CONTINUED) 

6. CREDIT AND DEBT AGREEMENTS (CONTINUED)                                       
   The Pennsylvania Industrial Development Authority ("PIDA") has committed to
lend Quality Foods up to $1,750,000 at 2% with a term of 15 years which will be 
secured by a mortgage creating a second priority lien on the Philadelphia real  
property. The loan proceeds will be used to reduce other debt then outstanding. 

On December 31, 1996, Quality foods retired the 12% senior subordinated 
notes payable to former shareholders of Cohen, the 13% junior subordinated note 
payable to a limited partner and the term loans and a revolving line of credit  
with its former commercial lender. Quality Foods paid prepayment premiums of    
$99,000 and wrote off $447,000 of related unamortized deferred financing costs  
which are reported as an extraordinary charge. Interest on the revolving line of
credit and term loans was charged at a floating rate of .75% over the lender's  
prime rate, at fixed rates of 2.5% over LIBOR for contract periods of 30, 60, 90
or 180 days duration as chosen by Quality Foods, or at a combination of the     
floating and fixed rates.                                                       

In 1994, Quality Foods replaced senior term debt, incurred a prepayment 
premium of $1,530,000 and wrote off related unamortized financing costs of      
$241,000 which are reported as an extraordinary charge.                         

The aggregate scheduled principal maturities for long-term debt are as  
follows at December 31, 1996: 1997, $189,000; 1998, $199,000; 1999, $201,000;   
2000, $303,000; 2001, $234,000; and thereafter $4,600,000.                      

7. PENSION PLAN                                                                 

Quality Foods has a defined contribution profit-sharing salary reduction
plan covering substantially all employees not otherwise covered under a         
collective bargaining agreement. Profit-sharing plan contributions are          
determined by QFAC and are a percentage of each participant's compensation.     
Contribution expense was approximately $65,000 in 1994, $77,000 in 1995 and     
$89,000 in 1996.                                                                

8. OTHER COSTS                                                                  

Quality Foods incurred $3,088,000 of costs in connection with its       
acquisition by CFP Holdings (see note 1). Facility start-up and relocation      
expenses of $1,628,000 relate to the consolidation of three manufacturing and   
administrative facilities into one in facility in Philadelphia.                 

9. COMMITMENTS AND CONTINGENCIES                                                

  Quality Foods leases certain equipment and real estate under noncancelable
operating leases that expire in various years through 2002. Rent expense was    
approximately $533,000 in 1994, $650,000 in 1995 and $619,000 in 1996.          

   The following is a schedule of future minimum lease payments as of December
31, 1996:                                                                       

                                                        [Enlarge/Download Table]

                                                                             (IN THOUSANDS)
                                                                                           
1997........................................................................    $     387  
1998........................................................................          263  
1999........................................................................          212  
2000........................................................................          166  
2001........................................................................          131  
Thereafter..................................................................           87  

   Quality Foods pays a management fee to an affiliate of one of its partners.
Management fee expense was $250,000, $206,000 and $210,000 for the years ended  
December 31, 1994, 1995, and 1996, respectively.                                

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QUALITY FOODS, L.P. 

NOTES TO FINANCIAL STATEMENTS (CONTINUED) 

10. ADVANCES FROM CFP HOLDINGS, INC.                                            

On December 31, 1996, Holdings had advanced to Quality Foods a total of 
$16,683,000 to pay certain debt and acquisition related expenses. In addition,  
Quality Foods paid certain costs amounting to $1,006,000 on behalf of Holdings. 

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

NO DEALER, SALESPERSON 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 THE COMPANY OR BY THE INITIAL       
PURCHASES. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A           
SOLICITATION OF AN OFFER TO BUY, THE SECURITIES OFFERED HEREBY IN ANY           
JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER 
OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE      
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THE        
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE   
HEREOF.                                                                         

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

TABLE OF CONTENTS 

                                                                [Download Table]

                                                   PAGE   
                                                 ---------
                                                          
Available Information..........................         ii
Prospectus Summary.............................          1
Risk Factors...................................         19
The Exchange Offer.............................         26
The Quality Foods Acquisition..................         35
Use of Proceeds................................         36
Capitalization.................................         37
Unaudited Pro Forma Condensed Combined                    
  Statement of Operations......................         39
Selected Historical Financial Data                        
  of Quality Foods.............................         43
Selected Historical Financial Data                        
  of CFP Group.................................         45
Management's Discussion and Analysis of                   
  Financial Condition and Results of                      
  Operations...................................         47
Business.......................................         55
Management.....................................         63
Principal Stockholders....................... .         70
Certain Transactions...........................         72
Description of Bank Credit Agreement...........         74
Description of Notes...........................         76
Certain Federal Income Tax Considerations......        100
Plan of Distribution...........................        103
Legal Matters..................................        103
Experts........................................        104
Index to Financial Statements..................        F-1

CFP HOLDINGS, INC.

$115,000,000
11 5/8% SERIES B SENIOR GUARANTEED
NOTES DUE 2004

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

PROSPECTUS
----------------- 

JULY 7, 1997

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

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