<PAGE>   1
 
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 26, 1998
 
                                            REGISTRATION NO. 333-
================================================================================
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
 
                                    FORM S-4
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------
 
                                SPINCYCLE, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
                            ------------------------
 
<TABLE>
<S>                                <C>                                <C>
           DELAWARE                             7215                            41-1821793
(STATE OF OTHER JURISDICTION OF     (PRIMARY STANDARD INDUSTRIAL             (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)       CLASSIFICATION CODE NUMBER)          IDENTIFICATION NUMBER)
</TABLE>
 
  (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                   REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
                            ------------------------
 
                                JAMES R. PUCKETT
                            CHIEF FINANCIAL OFFICER
                        15990 NORTH GREENWAY/HAYDEN LOOP
                           SCOTTSDALE, ARIZONA 85260
                            TELEPHONE (602) 707-9999
 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OF AGENT FOR SERVICE)
 
                                   COPIES TO:
 
                                SUSAN M. HERMANN
                             PEDERSEN & HOUPT, P.C.
                        161 N. CLARK STREET, SUITE 3100
                            CHICAGO, ILLINOIS 60601
                            TELEPHONE (312) 641-6888
                            ------------------------
 
     APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:  As soon
as practicable after the effective date of this Registration Statement.
 
     If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
 
     If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
 
     If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
                            ------------------------
 
                        CALCULATION OF REGISTRATION FEE
 
<TABLE>
<CAPTION>
==============================================================================================================================
                                                               PROPOSED                PROPOSED
                                                               MAXIMUM            MAXIMUM AGGREGATE
    TITLE OF EACH CLASS OF           AMOUNT TO BE           OFFERING PRICE             OFFERING               AMOUNT OF
 SECURITIES TO BE REGISTERED          REGISTERED             PER NOTE(1)               PRICE(2)            REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>                     <C>                     <C>                     <C>
12 3/4 Senior Discount Notes
  Due 2005....................       $144,990,000               65.1%                $94,376,053               $27,841
==============================================================================================================================
</TABLE>
 
(1) Estimated solely for the purpose of calculating the registration fee.
 
(2) Calculated pursuant to Rule 457(o) under the Securities Act of 1933, as
    amended.
                            ------------------------
 
     THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
 
================================================================================
<PAGE>   2
 
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the Registration Statement becomes
effective. This Prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any state in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.
 
[SPINCYCLE LOGO]
                   SUBJECT TO COMPLETION, DATED JUNE 26, 1998
 
                             PRELIMINARY PROSPECTUS
 
                                SPINCYCLE, INC.
                OFFER TO EXCHANGE 12 3/4% SENIOR DISCOUNT NOTES
                   DUE 2005, WHICH HAVE BEEN REGISTERED UNDER
                    THE SECURITIES ACT OF 1933, AS AMENDED,
               FOR ANY AND ALL OF ITS OUTSTANDING 12 3/4% SENIOR
                            DISCOUNT NOTES DUE 2005
 
     THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., EASTERN DAYLIGHT TIME, ON
                                 , 1998 UNLESS EXTENDED.
                            ------------------------
 
SpinCycle, Inc. ("SpinCycle" or the "Company") hereby offers, upon the terms and
subject to the conditions set forth in this Prospectus and accompanying letters
  of transmittal (each a "Letter of Transmittal," collectively the "Letters of
   Transmittal" and, together with this Prospectus, the "Exchange Offer"), to
exchange its 12 3/4% Senior Discount Notes Due 2005 (the "New Notes") which have
 been registered under the Securities Act of 1933, as amended (the "Securities
Act"), pursuant to a Registration Statement of which this Prospectus is a part,
 for an equal principal amount of its outstanding 12 3/4% Senior Discount Notes
  Due 2005 (the "Old Notes" and, together with the New Notes, the "Notes"), of
  which, as of the date of this Prospectus, there was outstanding $144,990,000
aggregate principal amount at maturity. The sale of the Old Notes is referred to
                       herein as the "Private Placement."
 
  The Company will accept for exchange any and all Old Notes that are validly
 tendered and not withdrawn on or prior to 5:00 p.m., Eastern Daylight Time, on
   the date the Exchange Offer expires (the "Expiration Date"), which will be
            , 1998 (30 days following the commencement of the Exchange Offer),
unless the Exchange Offer is extended. Tenders of Old Notes may be withdrawn at
any time prior to 5:00 p.m., Eastern Daylight Time, on the Expiration Date. The
Exchange Offer is not conditioned upon any minimum principal amount of Old Notes
             being tendered for exchange. See "The Exchange Offer."
 
      The New Notes will be obligations of the Company evidencing the same
 indebtedness as the Old Notes and will be entitled to the benefits of the same
Indenture (as defined), which governs both the Old Notes and the New Notes. The
  form and terms of the New Notes are substantially identical to the form and
   terms of the Old Notes, except that the New Notes are registered under the
 Securities Act and, therefore, the New Notes will not bear legends restricting
           the transfer thereof. See "Description of the New Notes."
 
 The New Notes will be issued at a substantial original issue discount ("OID"),
 and the holders of the New Notes will be required to include such OID in gross
  income for U.S. federal income tax purposes on a constant yield to maturity
 basis, in advance of the receipt of the cash payments to which such income is
 attributable. See "Certain United States Federal Income Tax Consequences." The
price to investors for the New Notes shown below represents a yield to maturity
 of 12 3/4% per annum (computed on a semiannual bond equivalent basis). The New
Notes will begin to accrue cash interest at the rate of 12 3/4% per annum on May
1, 2001, and interest will be payable thereafter on November 1 and May 1 of each
year. The Notes will be redeemable at the option of the Company, in whole or in
  part, on or after May 1, 2002, at the redemption prices set forth herein. In
 addition, at any time and from time to time prior to May 1, 2001, the Company
may redeem in the aggregate up to 35% of the Accreted Value (as defined) of the
  Notes with the proceeds of one or more Public Equity Offerings (as defined)
following which there is a Public Market (as defined), at a redemption price of
112.75% of the Accreted Value to the date of redemption; provided, however, that
    at least $94.2 million of the aggregate principal amount of the Notes at
maturity remain outstanding after any such redemption. Upon a Change of Control
   (as defined), each holder of the Notes (a "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 Accreted Value thereof, plus accrued and
               unpaid interest, if any, to the date of purchase.
 
                                                        (continued on next page)
 FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED IN EVALUATING AN
     INVESTMENT IN THE NEW NOTES, SEE "RISK FACTORS" BEGINNING ON PAGE 14.
 
   THE NEW NOTES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES 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.
 
                       Prospectus dated           , 1998.
<PAGE>   3
 
(continued from previous page)
 
The New Notes will be senior, unsecured obligations of the Company ranking pari
passu in right of payment of principal and interest with all other existing and
future senior unsecured obligations of the Company (including the Old Notes) and
 will rank senior to all future subordinated debt of the Company. The New Notes
will be effectively subordinated to all Secured Indebtedness (as defined) of the
    Company, if any, to the extent of the value of the assets securing such
  indebtedness and to all indebtedness and other obligations (including trade
payables) of the Company's future subsidiaries, if any. As of March 22, 1998, on
  a pro forma basis after giving effect to the Private Placement, the Company
 would have had outstanding approximately $94.4 million of total indebtedness.
 
The New Notes are being offered hereunder in order to satisfy certain
obligations of the Company under the Registration Rights Agreement, dated April
 29, 1998, among the Company and the other signatories thereto (the
 "Registration Rights Agreement"). Based on interpretations by the staff of the
 Securities and Exchange Commission (the "SEC"), as set forth in no-action
 letters issued to third parties, the Company believes that the New Notes
 issued pursuant to the Exchange Offer may be offered for resale, resold or
  otherwise transferred by Holders thereof (other than any Holder that is an
  "affiliate" of the Company as defined under Rule 405 of the Securities Act),
  provided that such New Notes are acquired in the ordinary course of such
   Holders' business and such Holders are not engaged in, and do not intend
   to engage in, a distribution of such New Notes and have no arrangement
   with any person to participate in the distribution of such New Notes.
    However, the staff of the SEC has not considered the Exchange Offer in
    the context of a no-action letter and there can be no assurance that the
    staff of the SEC would make a similar determination with respect to the
     Exchange Offer as in such other circumstances. By tendering the Old
     Notes in exchange for the New Notes, each Holder, other than a
     broker-dealer, will represent to the Company that (i) it is not an
     affiliate of the Company (as defined in Rule 405 of the Securities
     Act), (ii) any New Notes to be received by it were acquired in its
     ordinary business and (iii) it is not engaged in, and does not intend
     to engage in, a distribution of such New Notes and has no arrangement
      or understanding to participate in a distribution of the New Notes.
      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. The Company has agreed that, for a period of
       180 days after the Expiration Date, it will make this Prospectus
       available to any broker-dealer for use in connection with any
        such resale. Each broker-dealer that acquired Old Notes directly
        from the Company, and not as a result of market-making or
        trading activities, must, in the absence of an exemption,
         comply with the registration and prospectus delivery
         requirements of the Securities Act in connection with the
         secondary resale of the New Notes and cannot rely on the
         position of the staff of the SEC enunciated in no-action
         letters issued to third parties. In addition, until
                   , 1998 (90 days after the date of this Prospectus),
         all dealers effecting transactions in the New Notes may be
          required to deliver a Prospectus. See "Plan of
          Distribution."
 
Prior to this Exchange Offer, there has been no public market for the Old Notes
or the New Notes. If such a market were to develop, the New Notes could trade at
 prices that may be higher or lower than their principal amount or liquidation
 preference, respectively. The Company does not intend to apply for listing or
     quotation of the New Notes on any securities exchange or stock market.
 Therefore, there can be no assurance as to the liquidity of any trading market
    for the New Notes or that an active public market for the New Notes will
             develop. See "Risk Factors -- Lack of Public Market."
 
 Credit Suisse First Boston Corporation (the "Initial Purchaser") has agreed to
 act as a market-maker for the New Notes. However, the Initial Purchaser is not
 obligated to so act and it may discontinue any such market-making at any time
  without notice. The Company will not receive any proceeds from the Exchange
  Offer. The Company will pay all the expenses incident to the Exchange Offer.
<PAGE>   4
 
                            ------------------------
 
                DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
 
     THIS PROSPECTUS INCLUDES "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF
SECTION 27A OF THE SECURITIES ACT AND SECTION 21E OF THE U.S. SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE ACT"). ALL STATEMENTS OTHER THAN
STATEMENTS OF HISTORICAL FACTS INCLUDED IN THIS PROSPECTUS, INCLUDING WITHOUT
LIMITATION, CERTAIN STATEMENTS UNDER THE "PROSPECTUS SUMMARY," "RISK FACTORS,"
"THE COMPANY," "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS" AND "BUSINESS" AND LOCATED ELSEWHERE HEREIN REGARDING THE
COMPANY'S OPERATIONS, FINANCIAL POSITION AND BUSINESS STRATEGY, MAY CONSTITUTE
FORWARD-LOOKING STATEMENTS. IN ADDITION, FORWARD-LOOKING STATEMENTS GENERALLY
CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY SUCH AS "MAY,"
"WILL," "EXPECT," "INTEND," "ESTIMATE," "ANTICIPATE," "BELIEVE," OR "CONTINUE"
OR THE NEGATIVE THEREOF OR VARIATIONS THEREON OR SIMILAR TERMINOLOGY. ALTHOUGH
THE COMPANY BELIEVES THAT THE EXPECTATIONS REFLECTED IN SUCH FORWARD-LOOKING
STATEMENTS ARE REASONABLE AT THIS TIME, 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.
 
                                        3
<PAGE>   5
 
                               PROSPECTUS SUMMARY
 
     The following summary is qualified in its entirety by the more detailed
information and financial statements, including the notes thereto, included
elsewhere in this Prospectus. Certain capitalized terms used but not defined in
this summary are used herein as defined elsewhere in this Prospectus. Unless the
context otherwise requires, references herein to "SpinCycle" or the "Company"
are to SpinCycle, Inc., a Delaware corporation, and its predecessor Spincycle,
Inc., a Minnesota corporation. As of December 1, 1997, the Company adopted a
fiscal year comprised of 13 four week periods (each, a "period"), with each four
week period comprised of four Monday through Sunday weeks. All references herein
to periods shall refer to such periods unless the context otherwise requires.
Unless otherwise indicated, all financial and store data provided in this
Prospectus are as of March 22, 1998, the end of the Company's first fiscal
quarter in 1998.
 
                                  THE COMPANY
 
     The Company was founded in October 1995 to develop and implement
SpinCycle's unique concept of a national chain of branded coin-operated
laundromats and to serve as a platform for a nationwide consolidation in the
coin-operated laundromat industry. The Company's goal is to become the leading
operator of high quality coin-operated laundromats in the United States by
establishing SpinCycle as a national brand, providing a superior level of
customer service and by exercising disciplined management control in its
expansion and business plan. In sharp contrast to many existing laundromats, a
SpinCycle laundromat is an inviting, spacious and well-equipped facility that is
conveniently located, clean and well-lighted. Since April 1996, the Company has
opened a total of 95 stores in 20 markets, 60 of which it developed and 35 of
which it acquired. SpinCycle stores are located in densely populated urban
markets, including Chicago, Cleveland, Albuquerque, Houston, Los Angeles,
Philadelphia, Detroit, Miami, Atlanta and Dallas.
 
     The Company plans to rapidly expand primarily within its existing markets
during the balance of 1998 and to enter additional urban markets in 1999. The
Company plans to expand by selectively developing new SpinCycle stores and
acquiring existing laundromats to be converted to the SpinCycle format. By year
end 1998, management believes that there will be approximately 225 SpinCycle
stores which management expects will generate, in the aggregate, once such units
have become mature stores (each store which has been open, whether or not
operated by the Company, for at least one year, is referred to herein as a
"Mature Store"), approximately $79.8 million of revenue and $25.0 million of
Store EBITDA (as defined). As of March 22, 1998, the Company's 48 Mature Stores
exceeded, on average, such stores' budgeted performance.
 
     Management believes its equipment configuration and store design is unique
and maximizes customer convenience and in-store experience. As evidence of its
superior concept, Company compiled data shows that SpinCycle retains over 90% of
its customers. SpinCycle's typical store is between 3,500 and 5,500 square feet,
significantly larger than the 1,500 to 2,500 square feet of a typical
laundromat, and contains 50 washers of varied capacities and 54 large capacity
dryers. The Company installs a computer board in each washer and dryer which
allows daily monitoring of machine utilization and superior cash control. Each
store is staffed during operating hours by at least one customer service
representative who assists customers and maintains the facility. Customers can
sort and fold laundry while watching color television with cable programming at
12 to 14 folding stations and purchase food, beverages and laundry supplies from
vending machines. As a result of its superior store design and management
controls, the Company has achieved levels of store revenues and Store EBITDA
that management believes are among the highest in the industry.
 
                               MARKET OPPORTUNITY
 
     The retail coin-operated laundromat industry began more than 50 years ago
and has been characterized by steady, non-cyclical demand. Management believes
the coin-operated laundromat industry, unlike other retail concepts, is
virtually unaffected by consumer fads and technological change, as laundry
represents a basic consumer necessity. In a 1997 report (the "1997 Laundry
Report"), the Coin Laundry Association estimated that retail coin-operated
laundromats comprise a $4 billion industry with approximately 30,000 laundromats
nationwide, 89% of which are operated by owners of only one or two stores and
only 4% of which
 
                                        4
<PAGE>   6
 
are operated by owners of more than five stores. Today, the industry is
characterized by (i) fragmented store ownership, (ii) small, unattractive stores
and (iii) limited customer service. The Company's research indicates that
typical laundromats generally contain poorly maintained, aging equipment and are
often dirty and considered unsafe by their customers. Management therefore
believes that the typical laundromat user is significantly underserved. Further,
because management believes its targeted consumer group is growing in size and
market power, management believes that the coin-operated laundromat industry
presents favorable growth opportunities.
 
     Management believes that by combining superior store design and site
selection, disciplined professional management and financial resources,
SpinCycle will be able to successfully consolidate a highly fragmented industry
while delivering a superior product to consumers. SpinCycle designs its stores
to provide an inviting atmosphere focused on customer convenience and
satisfaction. Unlike many of its competitors, SpinCycle also staffs its
locations during operating hours and installs security devices to promote
safety. Management believes that its innovative format can transform the retail
laundromat industry just as nationally branded video stores, such as Blockbuster
Video, changed the "mom and pop" video rental industry.
 
                               BUSINESS STRATEGY
 
     Continue Rapid Growth in Existing and New Markets.  The Company's strategy
is to maintain and build upon its leading position in the national retail
coin-operated laundromat industry by consolidating its position in existing
markets and rapidly developing a strong presence in new markets. Management
focuses its efforts on rolling out stores in markets with sufficient population
density to allow SpinCycle to achieve targeted store economics in a large number
of stores within each market over a short period of time. SpinCycle utilizes two
primary methods to roll out its concept: (i) developing retail locations
("Developed Stores") and (ii) acquiring and converting existing laundromats
("Acquired Stores"). During 1998, management expects to add a total of
approximately 155 stores, through a balance of Developed Stores and Acquired
Stores, for a year end total of approximately 225 stores, primarily in its 20
existing markets. In the first three periods of 1998, the Company opened 24
stores. As of March 22, 1998, the Company had 77 stores in its developmental
pipeline comprised of 12 stores under construction, 17 leases signed, 31 leases
in negotiation and 17 sites for which letters of intent had been executed.
Further, the Company had 37 stores in its acquisition pipeline, comprised of
nine existing laundromats for which it was negotiating purchase agreements and
28 existing laundromats for which it was negotiating letters of intent. In
addition, the Company maintains a dynamic database of approximately 200
potential acquisition targets. For 1999 and beyond, the Company plans to open
approximately 150 stores per year primarily in new markets. Management believes
it will achieve its near and long term expansion plans.
 
     Continue Superior Site Selection.  Based upon management's knowledge and
experience in site selection for Midas Muffler, Dunkin' Donuts, Blockbuster
Video, Boston Market and Einstein Bros. Bagels, as well as their experience in
opening the first 95 SpinCycle stores, management believes that operating from
superior real estate is an essential element in SpinCycle's ability to generate
revenue in excess of industry averages and gain and maintain market share. The
Company identifies both development sites and acquisition targets using a
systematic market analysis and a "Main and Main" strategy, whereby it seeks to
locate stores near intersections of major thoroughfares in high profile
neighborhood shopping centers or freestanding buildings in order to maximize
customer traffic and brand exposure. The Company's real estate and acquisitions
departments will continue to employ disciplined criteria in order to ensure that
SpinCycle secures the best available locations in each of its markets.
 
     Maintain Focus on Target Markets.  SpinCycle's market strategy is to
rapidly develop a "critical mass" of stores in its targeted markets by opening
stores in Company-defined trade areas that contain at least 15,000 households of
over two occupants with median household incomes between $25,000 and $35,000 and
in which at least 50% of such households rent their homes or apartments.
SpinCycle's primary customer is a working mother or female head of household
living in an apartment complex or other multi-unit housing that lacks adequate
on-site laundry facilities. Management believes this demographic is
substantially underserved and possesses growing market power, and thus affords
an attractive long-term opportunity for the Company's core
 
                                        5
<PAGE>   7
 
services as well as an opportunity to strategically expand into additional
service and product offerings. Procter & Gamble ("P&G") has recognized SpinCycle
as a national service provider to such underserved market segments and has
entered into a strategic relationship with the Company to better understand such
consumers' buying behavior and to collaborate on joint product offerings. The
Company intends to pursue this and similar strategic alliances to leverage its
knowledge base and brand strength in its target markets.
 
                             COMPETITIVE STRENGTHS
 
     Management believes SpinCycle is the leading owner-operator of nationally
branded coin-operated laundromats. The Company's management believes it has the
following competitive strengths:
 
     Superior Facility and Customer Service.  SpinCycle stores have high
visibility to traffic, bright, colorful exteriors and signage and are finished
with large windows to optimize visibility into the store while providing a
bright and secure interior. SpinCycle stores are designed with a unique
equipment mix to optimize customer convenience and satisfaction and to maximize
profitability. The Company's stores are always staffed with at least one
customer service representative trained to follow the SpinCycle-prescribed
operations program, which emphasizes cleanliness, customer responsiveness and
equipment maintenance. SpinCycle stores are air conditioned and have multiple
color televisions with cable programming and numerous folding stations, as well
as children's play areas, bathrooms, pay telephones and snack, beverage and
laundry supply vending machines. Company compiled data indicates the Company
retains over 90% of the customers who visit its stores, a statistic that
management believes is the direct result of its superior facilities and customer
service. This data also indicates that more than 20% of SpinCycle customers have
laundry equipment in their homes, which management believes indicates that the
SpinCycle concept has increased the number of potential customers rather than
merely capturing market share from existing laundromats. In addition, management
anticipates providing value-added services such as drop off "fluff and fold"
laundry service at selected stores to further enhance customer satisfaction and
generate incremental store revenue.
 
     Industry Leader.  Management believes SpinCycle is the first owner-operator
to launch a disciplined national consolidation in the retail coin-operated
laundromat industry and has gained valuable experience in opening its first 95
stores. By being the first nationally branded operator of superior laundromat
facilities, and by effectively promoting and clustering stores in prime
locations in its targeted markets, the Company expects to rapidly achieve market
leading positions in each of its markets. Management expects the creation and
ongoing support of this leading national brand to drive significant additional
revenue and store profit as SpinCycle increasingly becomes the laundromat of
choice for consumers. In addition, the Company has already begun to experience a
dramatic shift in landlord receptivity to the SpinCycle concept. Initially,
landlords (and other retail tenants), wary of the image of a typical laundromat,
were reluctant to have SpinCycle as a tenant in desirable neighborhood shopping
centers. More recently, however, landlords (and other retail tenants) have begun
to actively encourage SpinCycle to become a tenant because of direct and
observed experiences that SpinCycle stores can increase customer traffic as its
customers typically spend two hours in and around the store while doing their
laundry. As the Company has grown, it has begun to experience benefits in
sourcing acquisition opportunities and to realize purchasing economies on
equipment and supplies.
 
     Attractive Store Economics.  Management believes that a Developed Store
becomes a Mature Store after approximately one year of operation. Typically, new
Developed Stores ramp up very quickly, generating approximately 45% of per
period Mature Store net revenue during their first period of operation, and
becoming Store EBITDA positive after only three periods. The Company expects an
average 4,000 square foot Developed Store, once it has become a Mature Store, to
generate approximately $382,000 in annual revenue and approximately $130,000 in
annual Store EBITDA, resulting in a margin of approximately 34.0%. As of March
22, 1998, the average cost to develop its last 20 Developed Stores was
approximately $617,000 per unit, of which approximately $300,000 is attributable
to laundry and ancillary equipment. The Company expects its average Acquired
Store to generate approximately $306,000 in annual revenue and $105,000 in
annual Store EBITDA and to cost approximately $420,000, representing
approximately 4.0x to 5.0x Store EBITDA, pro
 
                                        6
<PAGE>   8
 
forma for the Company's anticipated level of store operating expenses (or 3.0x
to 4.0x historical Store EBITDA), plus approximately $40,000 of conversion
expenses.
 
     Advanced Systems and Controls.  SpinCycle brings superior management
information systems ("MIS") and cash controls to a highly fragmented,
unprofessionally managed industry. SpinCycle's advanced systems allow the
Company to monitor daily revenue and machine utilization in each of its stores,
exercise centralized cash and management control and compile and analyze
critical marketing and operations data. For example, the Company has refined the
mix of machines in its stores based on data gathered from existing stores and
expects to customize its systems to enable the implementation of variable
pricing to boost off-peak customer traffic, revenues and profitability. The
Company's MIS also allow management to reconcile each machine activation to cash
collected, identify non-performing machines and coordinate efficient machine
maintenance. Additionally, Brinks Incorporated and other service companies work
in concert with the Company to further mitigate the risk inherent in a cash
business. As a result of its superior controls, the Company has experienced
annual shrinkage of less than 0.50%.
 
     Experienced Management.  The Company has achieved its leadership position
and established a national presence by hiring a management team with experience
in finance, development, operations and multi-unit rollouts on a national scale.
SpinCycle is professionally managed as four integrated business segments: (i)
real estate, (ii) operations, (iii) MIS and (iv) acquisitions. Members of
management have significant expertise in all of these disciplines. The Company's
real estate/acquisitions department includes professionals with significant site
selection experience at several other multi-unit concepts including Midas
Muffler, Dunkin' Donuts, Blockbuster Video and Boston Chicken and includes
professionals seasoned in corporate and real estate finance. The operations
department includes senior management from Long John Silver's and Rent-A-Center,
a rent-to-own multi-unit operation whose target customer closely mirrors
SpinCycle's target customer. The Company's MIS department includes several
professionals with extensive experience in building a "hub and spoke" wide area
network and in developing computer systems for operations. Management believes
this experience affords the Company a competitive advantage in rolling out and
managing a nationwide chain.
 
                                 RECENT EVENTS
 
     For the three periods ended March 22, 1998, the Company's revenue and Store
EBITDA were approximately $5.3 million and $945,000, respectively. For the 14
stores open during the first three periods of 1998 and the comparable period in
1997, same store sales in the first three periods of 1998 were approximately
$1.2 million, representing an increase of $200,000 over the year earlier period,
or approximately 20%. In addition, the Company opened 24 new stores during the
first three periods of 1998. On March 11, 1998 the Company closed a $15 million
secured revolving credit facility with LaSalle National Bank (the "LaSalle
Facility"). On April 14, 1998, the Company closed its most recent private equity
offering in which it raised approximately $16 million. On April 29, 1998, the
Company closed the Private Placement, which included the sale of warrants to
purchase 26,661 shares of common stock, $.01 par value per share ("Common
Stock"), at an exercise price of $.01 per share. The proceeds from the Private
Placement were used to repay the approximately $3.3 million outstanding on the
LaSalle Facility and the approximately $42.7 million outstanding under the
Company's former equipment and acquisition financing facility with Raytheon
Commercial Laundry, LLC (the "Senior Credit Facility"). Concurrently with the
closing of the Private Placement, the Company closed on a senior secured credit
facility of up to $40 million provided by Heller Financial, Inc. ("Heller").
 
                                COMPANY HISTORY
 
     The Company was founded in October 1995 to develop and implement the unique
SpinCycle business plan and to serve as a platform for a nationwide
consolidation in the coin-operated laundromat industry. The Company opened its
first store in Chicago in April 1996, and, in three rounds of equity financings
which closed in January 1997, April 1997 and April 1998, raised a total of
approximately $50 million from various individuals and entities. As of March 22,
1998, the Company had opened 95 stores, 79 of which have opened since the
closing of the April 1997 equity financing. On April 4, 1997 the Company's
predecessor, a Minnesota
 
                                        7
<PAGE>   9
 
corporation, was merged into the Company with the Company as the surviving
entity. Originally located in Minnesota, the Company's headquarters is now
located at 15990 North Greenway/Hayden Loop, Suite 400, Scottsdale, Arizona
85260. The Company's telephone number is 602-707-9999.
 
                               THE EXCHANGE OFFER
 
Registration Agreement........The Old Notes were sold by the Company on April
                              29, 1998 (the "Issue Date"), to the Initial
                              Purchaser which placed such Old Notes with
                              institutional investors. In connection therewith,
                              the Company executed and delivered for the benefit
                              of the Holders of the Old Notes the Registration
                              Rights Agreement obligating the Company to file
                              with the SEC within 60 days after the date of
                              issuance of the Old Notes, a registration
                              statement under the Securities Act relating to an
                              exchange offer for the Old Notes and to use its
                              best efforts to cause such registration statement
                              to become effective within 150 days after the
                              Issue Date.
 
The Exchange Offer............New Notes are being offered in exchange for an
                              equal principal amount at maturity of Old Notes.
                              As of the date hereof, Old Notes with an aggregate
                              principal amount at maturity of $144,990,000 were
                              outstanding. Because the New Notes will be
                              recorded in the Company's accounting records at
                              the same carrying value as the Old Notes, no gain
                              or loss will be recognized by the Company upon the
                              consummation of the Exchange Offer. See "The
                              Exchange Offer -- Accounting Treatment." Holders
                              of the Old Notes do not have appraisal or
                              dissenter's rights in connection with the Exchange
                              Offer under the General Corporation Law of the
                              State of Delaware, the governing law of the state
                              of incorporation of the Company.
 
                              Based on interpretations by the staff of the SEC,
                              as set forth in no-action letters issued to third
                              parties, the Company believes that the New Notes
                              issued pursuant to the Exchange Offer may be
                              offered for resale, resold or otherwise
                              transferred by Holders thereof (other than any
                              Holder who is an "affiliate" of the Company within
                              the meaning of Rule 405 under the Securities Act)
                              without compliance with the registration and
                              prospectus delivery provisions of the Securities
                              Act; provided, however, that such New Notes are
                              acquired in the ordinary course of the Holders'
                              business and such Holders are not engaged in, and
                              do not intend to engage in, a distribution of such
                              New Notes and have no arrangement with any person
                              to participate in a distribution of such New
                              Notes. The staff of the SEC has not considered the
                              Exchange Offer in the context of a no-action
                              letter and there can be no assurance that the
                              staff of the SEC would make a similar
                              determination with respect to the Exchange Offer.
                              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, must acknowledge that it will
                              deliver a prospectus in connection with any resale
                              of such New Notes. See "Plan of Distribution." To
                              comply with the securities laws of certain
                              jurisdictions, it may be necessary to qualify for
                              sale or register the New Notes prior to offering
                              or selling such New Notes. The Company has agreed,
                              pursuant to the Registration
 
                                        8
<PAGE>   10
 
                              Rights Agreement and subject to certain specified
                              limitations therein, to register or qualify the
                              New Notes for offer or sale under the securities
                              or "blue sky" laws of such jurisdictions as may be
                              necessary to permit the Holders of New Notes to
                              trade such New Notes without any restrictions or
                              limitations under the securities laws of the
                              several states of the United States. If a Holder
                              of Old Notes does not exchange such Old Notes for
                              New Notes pursuant to the Exchange Offer, such Old
                              Notes will continue to be subject to the
                              restrictions on transfer contained in the legend
                              thereon. 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. See "Risk Factors -- Consequences of Failure
                              to Exchange."
 
Expiration Date...............5:00 p.m. Eastern Daylight Time, on
                                             , 1998 (30 days following the
                              commencement of the Exchange Offer), unless the
                              Exchange Offer is extended, in which case the term
                              "Expiration Date" means the latest date and time
                              to which the Exchange Offer is extended.
 
Conditions to the Exchange
Offer.........................The Exchange Offer is subject to certain customary
                              conditions, which may be waived by the Company.
                              See "The Exchange Offer -- Conditions." Except for
                              the requirements of applicable federal and state
                              securities laws, there are no federal or state
                              regulatory requirements to be complied with or
                              obtained by the Company in connection with the
                              Exchange Offer. NO VOTE OF THE COMPANY'S SECURITY
                              HOLDERS IS REQUIRED TO EFFECT THE EXCHANGE OFFER
                              AND NO SUCH VOTE (OR PROXY THEREFOR) IS BEING
                              SOUGHT HEREBY.
 
Procedures for Tendering Old
Notes.........................Each Holder of Old Notes wishing to accept the
                              Exchange Offer must complete, sign and date a
                              Letter of Transmittal, or a facsimile thereof, in
                              accordance with the instructions contained herein
                              and therein, and mail or otherwise deliver the
                              Letter of Transmittal, or such facsimile, together
                              with the Old Notes to be exchanged and any other
                              required documentation to the Exchange Agent (as
                              defined) at the address set forth herein and
                              therein. See "The Exchange Offer -- Procedures for
                              Tendering."
 
Withdrawal Rights.............Tenders of Old Notes may be withdrawn at any time
                              prior to 5:00 p.m., Eastern Daylight Time, on the
                              Expiration Date. To withdraw a tender of Old
                              Notes, a written or facsimile transmission notice
                              of withdrawal must be received by the Exchange
                              Agent at its address set forth below under
                              "Exchange Agent" prior to 5:00 p.m., Eastern
                              Daylight Time, on the Expiration Date.
 
Acceptance of Old Notes and
Delivery of New Notes.........Subject to certain conditions, 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., Eastern Daylight 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 Exchange Offer."
 
                                        9
<PAGE>   11
 
Exchange Agent................Norwest Bank Minnesota, N.A. is serving as
                              exchange agent (the "Exchange Agent") in
                              connection with the Exchange Offer.
 
Use of Proceeds...............There will be no proceeds to the Company from the
                              Exchange Offer. The net proceeds to the Company
                              from the Private Placement were approximately
                              $96,301,017 (after deduction of discounts and
                              estimated offering expenses). The Company will
                              continue using such proceeds to fund development
                              and acquisition of laundromats through 1998 and
                              for general corporate purposes.
 
                         SUMMARY OF TERMS OF NEW NOTES
 
     The Exchange Offer relates to the exchange of Old Notes for an equal
principal amount at maturity of New Notes. The New Notes will be obligations of
the Company evidencing the same indebtedness as the Old Notes and will be
entitled to the benefits of the same Indenture (as defined), which governs both
the Old Notes and the New Notes. The form and terms of the New Notes are
substantially identical to the form and terms of the Old Notes, except that the
offer of the New Notes will have been registered under the Securities Act and,
therefore, the New Notes will not bear legends restricting the transfer thereof.
 
                           COMPARISON WITH OLD NOTES
 
Freely Transferable...........Generally, the New Notes will be freely
                              transferable under the Securities Act by Holders
                              who are not affiliates of the Company. The New
                              Notes otherwise will be substantially identical in
                              all material respects to the Old Notes. See "The
                              Exchange Offer -- Terms of Exchange Offer."
 
Registration Rights...........The Holders of Old Notes currently are entitled to
                              certain registration rights pursuant to a
                              registration rights agreement (the "Registration
                              Rights Agreement") dated as of April 29, 1998,
                              between the Company and the Initial Purchaser.
                              However, upon consummation of the Exchange Offer,
                              subject to certain exceptions, Holders of Old
                              Notes who do not exchange their Old Notes for New
                              Notes in the Exchange Offer will no longer be
                              entitled to registration rights and will not be
                              able to offer or sell their Old Notes, unless such
                              Old Notes are subsequently registered under the
                              Securities Act (which, subject to certain limited
                              exceptions, the Company will have no obligation to
                              do), except pursuant to an exemption from, or in a
                              transaction not subject to, the Securities Act and
                              applicable state securities laws. See "Risk
                              Factors -- Consequences of Failure to Exchange."
 
                             TERMS OF THE NEW NOTES
 
Notes Offered.................$144,990,000 aggregate principal amount at
                              maturity of 12 3/4% Senior Discount Notes due
                              2005.
 
Maturity Date.................May 1, 2005.
 
Yield and Interest............12 3/4% per annum (computed on a semi-annual bond
                              equivalent basis). Except as described herein, no
                              cash interest will accrue on the New Notes prior
                              to May 1, 2001. The New Notes will begin to accrue
                              cash interest on May 1, 2001, and cash interest
                              will be payable thereafter on May 1 and November 1
                              of each year, commencing November 1, 2001.
 
                                       10
<PAGE>   12
 
Sinking Fund..................None.
 
Original Issue Discount.......The New Notes will bear original issue discount
                              ("OID") and the Holders of the New Notes will be
                              required to include such OID in gross income for
                              U.S. federal income tax purposes in advance of the
                              receipt of the cash payments to which such income
                              is attributable. See "Certain Federal Income Tax
                              Consequences."
 
Optional Redemption...........The New Notes will be redeemable at the option of
                              the Company on or after May 1, 2002, at the
                              redemption prices set forth herein. In addition,
                              at any time and from time to time prior to May 1,
                              2001, the Company may redeem in the aggregate up
                              to 35% of the Accreted Value of the New Notes with
                              the proceeds of one or more Public Equity
                              Offerings following which there is a Public
                              Market, at a redemption price of 112.75% of the
                              Accreted Value to the date of redemption;
                              provided, however, that at least $94.2 million of
                              the aggregate principal amount at maturity of the
                              New Notes remains outstanding after any such
                              redemption.
 
Change of Control.............Upon a Change of Control, each Holder shall have
                              the right to require that the Company purchase
                              such Holder's New Notes at a purchase price in
                              cash equal to 101% of the Accreted Value thereof,
                              plus accrued and unpaid interest, if any, to the
                              date of purchase.
 
Ranking.......................The New Notes will be senior, unsecured
                              obligations of the Company ranking pari passu in
                              right of payment of principal and interest with
                              all other existing and future senior unsecured
                              obligations of the Company and will rank senior to
                              all future subordinated debt of the Company. The
                              New Notes will be effectively subordinated to all
                              Secured Indebtedness of the Company, if any, to
                              the extent of the value of the assets securing
                              such indebtedness and to all indebtedness and
                              other obligations (including trade payables) of
                              the Company's future subsidiaries, if any.
 
Certain Covenants.............The Indenture contains certain covenants that
                              will, among other things, limit the ability of the
                              Company and its subsidiaries to incur additional
                              indebtedness, make investments and certain other
                              restricted payments, consummate certain asset
                              sales, enter into certain transactions with
                              affiliates, incur liens, impose restrictions on
                              the ability of a subsidiary to make certain
                              payments to the Company and its subsidiaries, or
                              merge or consolidate with any other person or
                              sell, assign, transfer, lease, convey or otherwise
                              dispose of all or substantially all of the assets
                              of the Company.
 
                                  RISK FACTORS
 
     Prospective investors should carefully consider all of the information set
forth in this Prospectus and, in particular, should evaluate the specific risk
factors set forth under "Risk Factors," beginning on page 14, for a discussion
of certain risks involved with an investment in the Notes.
 
     For additional information regarding the New Notes, see "Description of the
New Notes."
 
                                       11
<PAGE>   13
 
              SUMMARY HISTORICAL FINANCIAL AND CERTAIN OTHER DATA
 
     The following table reflects summary historical consolidated financial and
certain other data with respect to the Company for the periods indicated and
should be read in conjunction with the Company's Consolidated Financial
Statements, including the related notes thereto, and "Management's Discussion
and Analysis of Financial Condition and Results of Operations" included
elsewhere in this Prospectus. The Company's 1995 fiscal year is for the period
from October 10, 1995 (inception) through December 31, 1995. On December 1,
1997, the Company changed its financial reporting to a 13 period fiscal year,
comprised of 13 four week periods. The Company's 1997 fiscal year was the period
from January 1, 1997 through December 28, 1997. The following summary historical
statement of operations data, insofar as it relates to each of the years 1995-
1997, has been derived from audited annual consolidated financial statements
included elsewhere in this Prospectus.
 
     The summary financial and other data as of and for the three months ended
March 31, 1997 and for the three periods ended March 22, 1998 have been derived
from the unaudited financial statements of the Company and, in the opinion of
the Company, include all adjustments necessary for a fair presentation of such
information. These adjustments are of a normal and recurring nature. Operating
results for the three periods ended March 22, 1998 are not necessarily
indicative of the results that may be expected for the entire year. For a
discussion of factors affecting the comparability of this data, see "Selected
Financial and Other Data."
 
<TABLE>
<CAPTION>
                                                    FISCAL YEAR ENDED                FISCAL QUARTER ENDED
                                        ------------------------------------------   ---------------------
                                        DECEMBER 31,   DECEMBER 31,   DECEMBER 28,   MARCH 31,   MARCH 22,
                                            1995           1996           1997         1997        1998
                                        ------------   ------------   ------------   ---------   ---------
                                                  (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                     <C>            <C>            <C>            <C>         <C>
STATEMENT OF OPERATIONS DATA:
Revenues..............................   $       --      $  1,015       $  8,653      $ 1,154    $  5,271
                                         ----------      --------       --------      -------    --------
Operating income (loss)...............           (5)       (3,873)       (13,337)      (2,155)     (2,503)
                                         ----------      --------       --------      -------    --------
Net income (loss).....................           (5)       (3,894)       (13,796)      (2,249)     (3,223)
                                         ==========      ========       ========      =======    ========
Accretion of mandatorily redeemable
  preferred stock.....................           --            --         (1,941)        (215)       (529)
                                         ----------      --------       --------      -------    --------
Net income (loss) applicable to
  holders of common stock.............   $       (5)     $ (3,894)      $(15,737)     $(2,464)   $ (3,752)
                                         ==========      ========       ========      =======    ========
PRO FORMA DATA(1):
Interest expense, net.................                                                             (2,999)(2)
Net income (loss).....................                                                             (4,639)(3)
Deficiency of earnings to fixed
  charges.............................                                                             (4,726)(4)
SELECTED OPERATING DATA:
EBITDA(5)(6)..........................           (5)       (3,305)       (10,516)      (1,804)     (1,229)
Store EBITDA(7).......................           --          (651)           213         (232)        945
Depreciation and amortization.........           --           568          2,341          351       1,274
Capital expenditures(8)...............           18        13,391         53,892          785      11,512
Stores open at end of period..........           --            14             71           14          95
Net loss per common share.............   $(1,362.75)     $(117.42)      $(412.76)     $(66.53)   $(111.82)
                                         ==========      ========       ========      =======    ========
Weighted average number of common
  shares outstanding..................            4        33,162         38,127       37,038      33,553
                                         ==========      ========       ========      =======    ========
</TABLE>
 
<TABLE>
<CAPTION>
                                                    AS OF           AS OF           AS OF          AS OF
                                                 DECEMBER 31,    DECEMBER 31,    DECEMBER 28,    MARCH 22,
                                                     1995            1996            1997          1998
                                                 ------------    ------------    ------------    ---------
                                                                      (IN THOUSANDS)
<S>                                              <C>             <C>             <C>             <C>
BALANCE SHEET DATA:
Property and equipment.........................      $18           $12,841         $ 53,969      $ 58,524
Total assets...................................       55            13,809           75,496        82,973
Total debt.....................................       --             4,592           35,926        44,492
Total liabilities..............................       60            10,890           46,330        54,326
Mandatorily Redeemable Preferred Stock.........       --             6,810           48,793        52,226(9)
Shareholders' equity (deficit).................       (5)           (3,891)         (19,627)      (23,579)
</TABLE>
 
---------------
 
                                       12
<PAGE>   14
 
(1) The pro forma data for the quarter ended March 22, 1998 gives effect to the
    issuance of the Old Notes and the application of the net proceeds therefrom
    as if such transactions had occurred on December 29, 1997.
 
(2) On a pro forma basis, interest expense, net includes amortization of
    deferred financing costs (which includes underwriting discount and related
    fees and expenses) as well as amortization of the original issue discount on
    the Notes. It does not include historical interest expense on the Senior
    Credit Facility and the LaSalle Facility borrowings.
 
(3) On a pro forma basis, the Company's net loss for the quarter ended March 22,
    1998, includes the extraordinary loss associated with the writeoff of
    approximately $369 of unamortized deferred financing costs related to the
    Senior Credit Facility and the LaSalle Facility.
 
(4) For purposes of computing the deficiency of earnings to fixed charges, fixed
    charges consists of interest expense on total debt and that portion of
    rental expense that the Company believes to be representative of interest
    (one-third of total rental expense). Earnings is defined as the Company's
    net loss before fixed charges. On a pro forma basis during the quarter ended
    March 22, 1998, earnings were insufficient to cover fixed charges by
    approximately $4,700.
 
(5) EBITDA is defined as earnings before interest expense, taxes, depreciation
    and amortization. EBITDA is presented because management believes it is a
    widely accepted financial indicator of an entity's ability to incur and
    service debt. While EBITDA is not intended to represent cash flow from
    operations as defined by generally accepted accounting principles and should
    not be considered as an indicator of operating performance or an alternative
    to cash flow (as measured by generally accepted accounting principles) as a
    measure of liquidity, it is included herein to provide additional
    information with respect to the ability of the Company to meet its future
    debt service, capital expenditures and working capital requirements.
 
(6) EBITDA for the fiscal year ended December 28, 1997, excludes the loss on
    disposal of property and equipment of $480.
 
(7) Store EBITDA is EBITDA before allocation of any selling, general and
    administrative expenses ("Store EBITDA").
 
(8) Capital expenditures includes the purchase of laundromat equipment pursuant
    to an existing supply agreement and financed with borrowings in connection
    with the Senior Credit Facility of approximately $31,358 and $4,887 in
    fiscal 1997 and 1996, respectively, and approximately $1,329 and $785 in
    fiscal first quarter 1998 and 1997, respectively. The capital expenditures
    for 1997 include approximately $11,485 of laundromat equipment for use in
    stores to be opened in 1998 and approximately $4,120 for land acquired and
    held for sale-leaseback transactions. Capital expenditures also includes the
    cash outlay to acquire new businesses (net of cash acquired). Such outlays
    totaled approximately $12,100 and $5,000 for the year ended December 28,
    1997 and for the first fiscal quarter ended March 22, 1998, respectively.
 
(9) Concurrently with the closing of the Private Placement, the put rights
    previously associated with the preferred stock were terminated and
    therefore, the preferred stock is no longer mandatorily redeemable.
 
                                       13
<PAGE>   15
 
                                  RISK FACTORS
 
     Holders of Old Notes should carefully consider the risk factors set forth
below, as well as the other information appearing in this Prospectus, before
tendering the Old Notes in the Exchange Offer. The risk factors below (other
than "Consequences of Failure to Exchange") are generally applicable to the Old
Notes as well as the New Notes (together, the "Notes"). This Prospectus contains
forward-looking statements which involve risks and uncertainties. The Company's
actual results may differ significantly from the results discussed in the
forward-looking statements. Factors that might cause such differences include,
but are not limited to, the following risk factors.
 
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, 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. To the extent that Old
Notes are tendered and accepted in the Exchange Offer, the trading market for
the untendered and the tendered but unaccepted Old Notes could be adversely
affected. Based on interpretations by the staff of the SEC, as set forth in
no-action letters to third parties, the Company believes that the New Notes
issued pursuant to the Exchange Offer in exchange for the Old Notes may be
offered for resale, resold or otherwise transferred by the Holders thereof
(other than any such Holder that is an "affiliate" of the issuer within the
meaning of Rule 405 under the Securities Act) without compliance with the
registration and prospectus delivery provisions of the Securities Act provided
that such New Notes are acquired in the ordinary course of such Holders'
business and such Holders are not engaged in, and do not intend to engage in, a
distribution of such New Notes. The staff of the SEC has not considered the
Exchange Offer in the context of a no-action letter and there can be no
assurance that the staff of the SEC would make a similar determination with
respect to the Exchange Offer. 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
Letters of Transmittal state 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. The Company has agreed that, for a
period of 60 days after the Expiration Date, it will make this Prospectus
available to any broker-dealer for use in connection with any such resale. Each
broker-dealer that acquired Old Notes directly from the Company, and not as a
result of market-making or trading activities, must, in the absence of an
exemption, comply with the registration and prospectus delivery requirements of
the Securities Act in connection with the secondary resale of the New Notes and
cannot rely on the position of the staff of the SEC enunciated in no-action
letters issued to third parties. See "Plan of Distribution." In addition, to
comply with the securities laws of certain jurisdictions, if applicable, the New
Notes may not be offered or sold unless they have been registered or qualified
for sale in such jurisdictions or an exemption for registration or qualification
is available and is complied with.
 
UNCERTAIN ABILITY TO ACHIEVE AND MANAGE PLANNED GROWTH
 
     The Company's future success and continued growth will depend on its
ability to open and operate its stores profitably. The Company plans to have
approximately 225 stores open by December 27, 1998. The Company currently has 95
stores opened, of which 35 stores were acquired and 60 were developed, and
intends to open another approximately 130 stores, approximately half of which it
expects to develop and half of which it expects to acquire. The Company's
expansion is dependent upon a number of factors, including its ability to hire,
train, retain and assimilate competent management and store-level employees, the
adequacy of the
 
                                       14
<PAGE>   16
 
Company's financial resources, the Company's ability to identify new markets in
which it can successfully compete, the ability to locate suitable sites and
negotiate acceptable lease terms and to adopt purchasing and MIS and other
systems to accommodate expanded operations. The Company intends to enter into
new markets in which it has no prior operating experience. The Company's
expansion is also dependent on timely fulfillment by landlords and others of
their contractual obligations to the Company, the maintenance of construction
schedules and the speed with which local zoning and construction permits can be
obtained. No assurance can be given that the Company will be able to achieve its
planned expansion or that such expansion will be profitable. The Company's
planned expansion will place increasing pressure on the Company's management
controls. A failure to successfully manage its planned expansion would adversely
affect the Company's business. No assurance can be given that the Company's new
stores will achieve sales and profitability comparable to the Company's existing
stores or to its strategic plan. If the Company achieves its plans for growth
over the next five years, no Company executive will have had significant
experience operating a company as large, in terms of stores or annual sales, as
the Company.
 
     The Company's growth strategy includes opportunistic acquisitions
consistent with the Company's strategic plan. No assurance can be given that the
Company will successfully identify suitable acquisition candidates, complete
acquisitions, integrate acquired operations into its existing operations or
expand to new markets through acquisitions. No assurance can be given that
future acquisitions will not have a material adverse effect upon the Company's
operating results while the operations of the Acquired Stores are being
integrated into the Company's operations. Notwithstanding its own due diligence
investigation, management will have limited knowledge about the specific
operating history, trends and customer buying patterns of laundromats acquired.
Furthermore, the cost of acquiring or developing stores may increase from the
levels the Company has experienced and may make additional acquisitions or
developments difficult or impractical. Consequently, no assurance can be given
that the Company will be able to make future acquisitions at favorable prices,
that Acquired Stores will perform as well as they have performed historically or
as budgeted to perform or that the Company will have sufficient information to
analyze accurately the markets in which it elects to make acquisitions. The
price paid and financing for the laundromats acquired or developed by the
Company could have a material adverse effect on the Company's financial
condition and results of operations. Although the Company will endeavor to
integrate and assimilate the operations of any Acquired Stores in an effective
and timely manner, no assurance can be given that the Company will be successful
in such integration attempts. Further, no assurance can be given that the
Company will successfully integrate its future acquired businesses into the
Company's purchasing, marketing and management information systems.
 
NEW CONCEPT AND LACK OF EXPERIENCE IN THE LAUNDRY INDUSTRY
 
     A national concept has not, to the knowledge of the Company, been attempted
in the retail coin-operated laundromat industry. There can be no assurance that
the Company can successfully apply its concept to the coin-operated laundromat
industry. In addition, prior to joining the Company, none of the officers or
directors of the Company had experience in laundromat operations or management.
 
HISTORICAL AND ANTICIPATED LOSSES AND NEGATIVE CASH FLOW
 
     The Company has never been profitable and has incurred significant net
operating losses and negative cash flow from operations to date in connection
with developing, owning and operating laundromats. For the year ended December
28, 1997, the Company had a net loss of approximately $13.8 million. For the
quarter ended March 22, 1998, the Company had a net loss of approximately $3.2
million. See "Selected Financial and Other Data." Losses and negative cash flow
from operations will continue until the Company has established a sufficient
revenue-generating base of laundromats, if ever. There can be no assurance that
an adequate revenue base will be established or that the Company will generate
positive cash flow from operations. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Liquidity and Capital
Resources."
 
                                       15
<PAGE>   17
 
SUBSTANTIAL LEVERAGE; DEBT SERVICE REQUIREMENTS
 
     The Company is highly leveraged with indebtedness that is substantial in
relation to its stockholders' equity. After giving effect to the Private
Placement on a pro forma basis as of March 22, 1998, the Company would have had
total outstanding indebtedness of approximately $94.4 million, all of which
relates to the Notes, and the Company would have had total stockholders' equity
of $33.9 million (including the carrying value of mandatorily redeemable
preferred stock). On a pro forma basis, after giving effect to the Private
Placement as if the Private Placement had occurred on December 29, 1997, for the
quarter ended March 22, 1998, the Company's earnings would have been
insufficient to cover fixed charges by approximately $4.7 million.
 
     The Company's high degree of leverage could have important consequences to
Holders of the Notes, including that (i) a substantial portion of the Company's
cash flow from operations, if any, after May 1, 2001, will be required to be
dedicated to the Company's interest expense obligations and will not be
available to the Company for its operations, working capital, capital
expenditures or other purposes, (ii) the Company's ability to obtain financing
in the future may be limited, (iii) the Company's flexibility to adjust to
changing market conditions and ability to withstand competitive pressures as
compared to less highly-leveraged competitors could be limited (including by
reason of the covenants contained in the Indenture) and (iv) the Company may be
more vulnerable to downturns in general economic conditions or in its business
or be unable to undertake capital expenditures that are important for its growth
strategy, any of which could have a material adverse effect on the Company and
its ability to make payments of principal of, and interest on, the Notes.
 
     Since inception, the Company has not generated positive cash flow from
operations. As a result, the Company has been required to pay its fixed charges
(including interest on existing indebtedness) and operating expenses with the
proceeds from sales of its equity securities, loans from stockholders and other
credit arrangements. With the issuance of the Notes, as of November 1, 2001, the
Company will be required to satisfy substantially higher periodic cash debt
service obligations. Commencing November 1, 2001, cash interest on the Notes
will be payable semi-annually at the rate of 12 3/4% per annum (approximately
$18.5 million per year). The full accreted principal amount at maturity of the
Notes of approximately $145.0 million will become due on May 1, 2005.
 
     The Company's ability to make scheduled payments or to refinance its
obligations with respect to the Notes (including its obligation to purchase the
Notes at 101% of the Accreted Value plus accrued and unpaid interest, if any, at
the time of a Change of Control (each as defined in the Indenture)) and its
other indebtedness will ultimately depend on its financial and operating
performance, which in turn is subject to prevailing economic and competitive
conditions and to certain financial, business and other factors that may be
beyond its control, including operating difficulties, increased operating costs,
prices it can charge its customers, the response of competitors and delays in
implementing its strategy. The Company's ability to meet its debt service and
other obligations will depend largely on the extent to which the Company can
successfully implement its business strategy and manage its operations. There
can be no assurance that the Company will be able to implement fully its
strategy or that the anticipated results of its strategy will be realized. There
can be no assurance that the Company will be able to generate sufficient cash
flow or otherwise obtain funds in the future to cover interest and principal
payments associated with the Notes and any other debt of the Company and its
subsidiaries. See "Business -- Business Strategy."
 
     In the event the Company is unable to meet its obligations with respect to
its existing indebtedness, it may be required to reduce or delay capital
expenditures, refinance or restructure all or a portion of its indebtedness,
sell material assets or operations or seek to raise additional debt or equity
capital. There can be no assurance that the Company will be able to effect any
such refinancing or restructuring or sell assets or obtain any such additional
capital on satisfactory terms or at all, or that the Company's cash flow and
capital resources will be sufficient for payment of interest on and principal of
its indebtedness in the future. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Liquidity and Capital
Resources" and "Description of the New Notes -- Certain Covenants."
 
                                       16
<PAGE>   18
 
RANKING OF NOTES
 
     The Notes are not secured and, therefore, will be effectively subordinated
to all existing and future secured indebtedness of the Company to the extent of
the value of the assets securing such indebtedness. As of March 22, 1998, the
Company had approximately $44.5 million of secured indebtedness outstanding.
Such amounts were repaid with the net proceeds from the Private Placement.
Subject to certain conditions specified therein, the Indenture permits the
Company to incur additional indebtedness, including capital lease obligations
and secured indebtedness, which obligations and secured indebtedness would rank
senior to the Notes to the extent of the assets subject thereto. See
"Description of the New Notes."
 
COMPETITION
 
     SpinCycle faces considerable competition from many local and regional
operators in all of its markets. These operators typically operate their
facilities with a lower cost structure than SpinCycle, typically employing fewer
people and offering less service. These operators often own the real estate
where they are located and have the ability to lower prices significantly in
order to compete. In addition to the local and regional operators, a number of
national laundromat chains have recently been formed and the Company anticipates
more competition from these and future national laundromat chains in the future.
In addition, the Company competes with route service operators, who provide
coin-operated laundry facilities in multi-unit apartment complexes. There are
two publicly traded companies currently consolidating the route business. Both
of these entities have substantially greater resources than the Company and
could enter the Company's business at any time. There can be no assurance that
the Company will be able to compete effectively with current or future
competitors or that, when faced with such competitive pressures, the Company
will be able to generate sufficient cash flow or otherwise obtain funds in the
future to cover interest and principal payments associated with the Notes and
any other debt of the Company and its subsidiaries. See
"Business -- Competition."
 
DEPENDENCE ON KEY PERSONNEL
 
     The Company's future success depends to a significant extent on the
continued contributions of key members of management. The loss of the services
of any of these employees could have a material adverse effect on the Company.
The Company's future growth and profitability also depends on its ability to
attract, motivate and retain other management personnel. No assurance can be
given that the Company will be successful in attracting, motivating and
retaining such personnel. The Company has no employment agreements with its
officers or key personnel other than with Messrs. Ax and Lombardi. See
"Management."
 
SUBSTANTIAL RESTRICTIONS AND COVENANTS
 
     The Indenture contains numerous financial and operating covenants,
including, but not limited to, restrictions on the Company's ability to incur
indebtedness, pay dividends, create liens, sell assets, engage in certain
mergers and acquisitions, make investments and enter into new lines of business.
Such covenants could materially limit or exclude potentially profitable
activities in which the Company might otherwise engage. The ability of the
Company to comply with the covenants and other terms of the Indenture, to make
cash payments with respect to the Notes and to satisfy its other debt
obligations will depend on the future performance of the Company. In addition,
in the event of a Change of Control, the Company will be required, subject to
certain conditions, to offer to purchase all outstanding Notes at a price equal
to 101% of the Accreted Value of the Notes at such time plus accrued interest,
if any. There can be no assurance that the Company would be able to raise
sufficient funds to meet this obligation. In the event the Company fails to
comply with the various covenants contained in the Indenture, it would be in
default thereunder and the maturity of substantially all of its long-term debt
(including the Notes) could be accelerated. See "Description of the New
Notes -- Defaults."
 
                                       17
<PAGE>   19
 
SEASONALITY
 
     The coin-operated laundromat industry may be subject to seasonal
fluctuations in quarterly results of operations. As a result, the Company's
results of operations during periods including the warmer spring and summer
months may be lower than its operating results during the balance of the year.
Management believes this decrease may result from the fact that customers are
wearing lighter weight clothing during those periods and changing less often due
to school being out of session. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Seasonality and Inflation."
 
DEPENDENCE ON EQUIPMENT SUPPLIER
 
     To date, the Company has acquired substantially all of its equipment from
Raytheon Commercial Laundry, LLC ("Raytheon") pursuant to a supply agreement
entered into between Raytheon and the Company in connection with the Company's
former Senior Credit Facility with Raytheon. While the Company repaid the Senior
Credit Facility with some of the proceeds of the Private Placement, the Company
will continue to be obligated to purchase substantially all of its equipment
from Raytheon until February 18, 2001 and thus will be dependent on Raytheon
until such time to provide it with commercial laundry equipment to successfully
complete its planned rollout. Any disruptions in the supply of commercial
laundry equipment to the Company would have a material adverse effect on the
Company's business, financial condition and results of operations.
 
FINANCIAL PROJECTIONS
 
     Financial and other projections included in this Prospectus are based upon
certain assumptions, not all of which are stated herein, and any or all of which
may not materialize. In particular, there can be no assurance that statements
regarding the future results of the Company's current stores and the stores the
Company expects to develop or acquire and the Store EBITDA the Company has
budgeted for or projected, including the assumption that any or all such stores
may become Mature Stores, will prove to have been correct or that the actual
results will not differ materially from what such statements contemplate.
Unanticipated events, over some or all of which the Company may not have any
control, are likely to occur as the Company develops its business. Such events
may well affect the Company at the dates and during the periods covered by the
projections, with the result that the actual financial condition, financial
results and cash flow of the Company may vary from the projections. Such
variations may be material. Consequently, prospective investors in the Company
are cautioned not to base their investment decisions on the projections. The
Company does not intend to update or otherwise revise the projections to reflect
events occurring or circumstances existing after the date of this Prospectus. No
independent accountants have examined or compiled the projections and are not
associated with the projections in any manner whatsoever.
 
NEED FOR ADDITIONAL FINANCING
 
     The Company used a portion of the net proceeds of the Private Placement to
pay down existing indebtedness, and is using the balance to fund its expansion
plan, operating expenses and such capital expenditures not funded by other
sources, and for general corporate purposes, including working capital. In
addition to the net proceeds of the Private Placement, the Company has obtained
a $40 million secured credit facility with Heller which, in addition to cash
from operations, is expected to provide sufficient funds to carry out the
Company's business plan through April 1999. See "Description of the Heller
Facility." Thereafter, the Company will require additional capital to finance
its current business plan and, accordingly, the Company will be required to
raise additional funds through public and private financings, including equity
financing, or through collaborative arrangements. There can be no assurances
that additional financing will be available on favorable terms, or at all. Any
collaborative arrangements may require the Company to operate subject to
additional restrictions. If funding is not available when needed, or on
acceptable terms, the Company may be forced to curtail its operations
significantly or cease operations and abandon its business entirely. In such
event, investors may lose their entire investment.
 
                                       18
<PAGE>   20
 
ORIGINAL ISSUE DISCOUNT
 
     The New Notes will be issued at a substantial discount from their stated
principal amount at maturity. Consequently, although cash interest on the New
Notes will generally not be payable prior to November 1, 2001, OID will be
includable in the gross income of a Holder of the New Notes, for U.S. federal
income tax purposes, in advance of the receipt of such cash payments on the New
Notes. Since a portion of the issue price of the Units will be allocated for
U.S. federal income tax purposes to the Warrants, the amount of OID will be
greater than the difference between the principal amount at maturity of the New
Notes and the purchase price of the Units. See "Certain Federal Income Tax
Consequences" for a more detailed discussion of the U.S. federal income tax
consequences of the purchase, ownership and disposition of the New Notes.
 
     If a case is commenced by or against the Company under federal bankruptcy
law after the issuance of the New Notes, the claim of a Holder of a New Note
with respect to the principal amount at maturity thereof may be limited to an
amount equal to the sum of (i) the imputed initial offering price of such New
Note and (ii) that portion of the OID that is not deemed to constitute
"unmatured interest" for purposes of federal bankruptcy law. Any OID that was
not amortized as of any such bankruptcy filing would constitute "unmatured
interest."
 
POTENTIAL LOSS OF NOLS
 
     As of December 28, 1997, the Company had net operating loss carryforwards
("NOLs") of approximately $17.6 million for U.S. federal income tax purposes.
These NOLs, if not utilized to offset taxable income in future periods, will
begin to expire in 2011. Section 382 of the Internal Revenue Code of 1986, as
amended (the "Code"), and regulations promulgated thereunder, impose limitations
on the ability of corporations to use NOLs, if the corporation experiences a
more than 50% change in ownership during any three-year period. It is possible
that the Company has experienced one or more ownership changes in 1996 and 1997
as a result of the Company raising various rounds of private equity or that such
an ownership change may have occurred or be deemed to have occurred due to
events beyond the control of the Company (such as transfers of Common Stock by
certain stockholders or the exercise or treatment of warrants, conversion rights
or stock options issued by the Company). There can also be no assurance that the
Company will not take additional actions, such as the issuance of additional
stock, that would cause an ownership change to occur. In addition, the NOLs are
subject to examination by the Internal Revenue Service (the "IRS"), and are thus
subject to adjustment or disallowance resulting from any such IRS examination.
Accordingly, prospective purchasers of the Notes should not assume the
unrestricted availability of the Company's currently existing or future NOLs, if
any, in making their investment decisions. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Results of
Operations -- Potential Loss of NOLs."
 
SECURITY OF STORES
 
     Because individual stores operate in large urban centers and involve public
access and cash on the premises, there is a material risk of robbery and other
crimes. Although the Company has attempted to address this by investing in
systems and procedures to enhance security for its employees and customers,
there can be no assurance that the Company will not experience security problems
in its stores.
 
NEED TO OBTAIN PERMITS AND CONSENTS
 
     The Company is required to obtain permits, approvals and licenses from
appropriate governmental authorities in order to open additional stores. The
Company is required to obtain the landlord's approval of construction plans in
order to construct the leasehold improvements for each facility. Although the
Company has significant expertise in building out multi-unit enterprises,
obtaining these permits and approvals can be subject to delays which could
ultimately affect the new store rollout schedule.
 
ENVIRONMENTAL LIABILITY
 
     The federal Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended ("CERCLA"), and similar state laws, impose
strict, joint and several liability on current and former
 
                                       19
<PAGE>   21
 
owners and operators of facilities from which releases of hazardous substances
have occurred and on generators and transporters of the hazardous substances
that come to be located at such facilities. Responsible parties may be liable
for substantial waste site investigation and clean-up costs and natural resource
damages, regardless of whether they exercised due care and complied with
applicable laws and regulations. If the Company was found to be a responsible
party for a particular site, it could be required to pay the entire cost of
waste site investigation and clean-up costs. There can be no assurance that the
Company will not face claims under CERCLA or similar state laws, or under other
laws, resulting in a substantial liability for which the Company is unable to
obtain contribution from other responsible parties and for which the Company is
uninsured or only partially insured. The Company's pollution liability insurance
excludes liabilities under CERCLA. The Company may experience difficulty in
obtaining adequate insurance coverage on acceptable terms. A successful claim
against the Company for which it is uninsured or only partially insured, and for
which it is unable to obtain contribution from other responsible parties, could
have a material adverse effect on the Company's business, financial condition
and results of operations.
 
ABSENCE OF PUBLIC TRADING MARKET FOR NOTES; RESTRICTIONS ON RESALE
 
     The New Notes are new issues of securities for which there is currently no
established market. There can be no assurance as to (i) the liquidity of any
such market that may develop, (ii) the ability of the Holders of Notes to sell
any of their Notes or (iii) the price at which the Holders of Notes would be
able to sell any of their Notes. The Company does not presently intend to apply
for listing of any of the Notes on any national securities exchange or on The
Nasdaq Stock Market, Inc. It is expected that the Notes will be made eligible
for trading in PORTAL. The Initial Purchaser has advised the Company that it
presently intends to make a market in the Old Notes and the New Notes. The
Initial Purchaser is not obligated, however, to make a market in any of the
Notes, and any such market making may be discontinued at any time at the sole
discretion of the Initial Purchaser and without notice. Accordingly, no
assurance can be given as to the development or liquidity of any market for any
of the Notes. If a market for any of the Notes were to develop, such Notes could
trade at prices that may be higher or lower than reflected by their initial
offering price depending on many factors, including prevailing interest rates,
the Company's operating results and the market for similar securities.
Historically, the market for securities such as the Notes has been subject to
disruptions that have caused substantial volatility in the prices of similar
securities. There can be no assurance that, if a market for any of the Notes
were to develop, such a market would not be subject to similar disruptions.
 
     The Old Notes were sold pursuant to an exemption from registration under
the Securities Act and applicable state securities law and may not be resold by
purchasers thereof unless such Old Notes are subsequently registered under the
Securities Act or an exemption from such registration requirements is available,
and such resales are otherwise in compliance with applicable state securities
law. See "Transfer Restrictions."
 
DEPENDENCE ON MANAGEMENT INFORMATION SYSTEMS; YEAR 2000 COMPLIANCE
 
     The Company depends on its MIS to monitor daily revenue and machine
utilization in each of its stores, exercise centralized cash and management
control and compile and analyze critical marketing and operations data. Any
disruption in the operation of the Company's MIS, the loss of employees
knowledgeable about such systems or the Company's failure to continue to
effectively modify such systems as its business expands would have a material
adverse effect on the Company's business, financial condition and results of
operations. See "Business -- Competitive Strengths."
 
     Certain of the Company's MIS use two digit data fields which recognize
dates using the assumption that the first two digits are "19" (i.e., the number
97 is recognized as the year 1997). Therefore, the Company's date critical
functions relating to the year 2000 and beyond may be adversely affected unless
changes are made to these computer systems. The Company does not expect that
costs resulting from upgrades to its MIS to accommodate the year 2000 problem
will be material. However, no assurance can be given that these issues can be
resolved in a cost-effective or timely manner or that the Company will not incur
significantly greater expense in resolving these issues.
 
                                       20
<PAGE>   22
 
                                USE OF PROCEEDS
 
     No proceeds will be received by the Company from the Exchange Offer.
Management believes the net proceeds from the Private Placement, together with
existing liquidity, will be sufficient to fund the 1998 expansion plan. The
proceeds of the Heller Facility (as defined) together with funds from operations
are expected to fund the Company's expansion through April 1999. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources" and "Risk Factors -- Need for
Additional Financing."
 
                                 CAPITALIZATION
 
     The following table sets forth at March 22, 1998, (i) the actual
capitalization of the Company and (ii) the capitalization of the Company as
adjusted to reflect the sale of the Old Notes and the application of the net
proceeds therefrom. See "Recent Events."
 
<TABLE>
<CAPTION>
                                                           AT MARCH 22, 1998
                                                        -----------------------
                                                         ACTUAL     AS ADJUSTED
                                                        --------    -----------
                                                            (IN THOUSANDS)
<S>                                                     <C>         <C>
  Cash and cash equivalents...........................  $  4,393     $ 55,901(1)
                                                        ========     ========
  Senior Credit Facility and the LaSalle
     Facility(2)......................................    44,492           --
  Notes...............................................        --       94,376(3)
                                                        --------     --------
          Total long-term debt........................    44,492       94,376
                                                        --------     --------
  Mandatorily redeemable preferred stock..............    52,226       52,226(4)
  Shareholders' equity:
     Common stock.....................................        --           --
     Additional paid-in-capital.......................        --           --
     Common stock warrants............................        --        5,625(5)
     Accumulated deficit..............................   (23,579)     (23,948)(6)
                                                        --------     --------
       Mandatorily redeemable preferred stock and
          total shareholders' equity..................    28,647       33,903
                                                        --------     --------
          Total capitalization........................  $ 73,139     $128,279
                                                        ========     ========
</TABLE>
 
---------------
(1) Reflects net proceeds from the Private Placement after deducting
    underwriting discount and related fees and expenses, as well as the
    repayment of the Senior Credit Facility and the LaSalle Facility.
 
(2) As of March 22, 1998, the Company's long-term debt, including the current
    portion thereof, was approximately $44,500, comprised of approximately
    $42,200 outstanding under the Senior Credit Facility and $2,300 under the
    LaSalle Facility.
 
(3) Reflects the gross proceeds ascribed to the Notes net of the value ascribed
    to the Warrants (as defined).
 
(4) Concurrently with the closing of the Private Placement, the put rights
    previously associated with the preferred stock were terminated and
    therefore, the preferred stock is no longer mandatorily redeemable.
 
(5) Reflects the gross proceeds ascribed to the Warrants from the sale of the
    Units.
 
(6) Reflects the extraordinary loss associated with the write-off of
    approximately $369 of unamortized deferred financing costs related to the
    Senior Credit Facility and the LaSalle Facility.
 
                                       21
<PAGE>   23
 
                       SELECTED FINANCIAL AND OTHER DATA
 
     The selected financial data presented below under the captions "Statement
of Operations Data" and "Balance Sheet Data" have been derived from the
historical consolidated financial statements of the Company. The Company's 1995
fiscal year is for the period from October 10, 1995 (inception) through December
31, 1995. On December 1, 1997, the Company changed its financial reporting to a
13 period fiscal year, comprised of 13 four week periods. The Company's 1997
fiscal year was the period January 1, 1997 through December 28, 1997. The "Pro
Forma Data" presented below give effect to the Private Placement and the
application of the net proceeds therefrom and certain pro forma adjustments as
described in the accompanying footnotes. Such data do not purport to represent
what the Company's results of operations or financial position would have been
had the Private Placement been consummated on the date specified or to project
the Company's results of operations or financial position for any future period
or date. The summary financial and other data as of and for the three months
ended March 31, 1997 and for the three periods ended March 22, 1998 have been
derived from the unaudited financial statements of the Company and, in the
opinion of the Company, include all adjustments necessary for a fair
presentation of such information. These adjustments are of a normal and
recurring nature. Furthermore, operating results for the three periods ended
March 22, 1998 are not necessarily indicative of the results that may be
expected for the entire year or for any future period. The selected financial
data should be read in conjunction with "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and the Consolidated Financial
Statements and notes thereto included elsewhere in this Prospectus.
 
<TABLE>
<CAPTION>
                                                    FISCAL YEAR ENDED                FISCAL QUARTER ENDED
                                        ------------------------------------------   ---------------------
                                        DECEMBER 31,   DECEMBER 31,   DECEMBER 28,   MARCH 31,   MARCH 22,
                                            1995           1996           1997         1997        1998
                                        ------------   ------------   ------------   ---------   ---------
                                                  (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                     <C>            <C>            <C>            <C>         <C>
STATEMENT OF OPERATIONS DATA:
Revenues..............................   $       --      $  1,015       $  8,653      $ 1,154    $  5,271
Store operating expenses, excluding
  depreciation and amortization.......           --         1,193          7,983        1,294       4,235
                                         ----------      --------       --------      -------    --------
Gross operating profit (loss).........           --          (178)           670         (140)      1,036
Preopening costs......................           --           473            457           92          91
Depreciation and amortization.........           --           568          2,341          351       1,274
Selling, general and administrative
  expenses............................            5         2,654         10,729        1,572       2,174
Loss on disposal of property and
  equipment...........................           --            --            480           --          --
                                         ----------      --------       --------      -------    --------
Operating income (loss)...............           (5)       (3,873)       (13,337)      (2,155)     (2,503)
Interest income.......................           --            29            433           15         126
Interest expense, net.................           --           (50)          (892)        (109)       (846)
                                         ----------      --------       --------      -------    --------
Net income (loss).....................           (5)       (3,894)       (13,796)      (2,249)     (3,223)
Accretion of mandatorily redeemable
  preferred stock.....................           --            --         (1,941)        (215)       (529)
                                         ----------      --------       --------      -------    --------
Net income (loss) applicable to
  holders of common stock.............   $       (5)     $ (3,894)      $(15,737)     $(2,464)   $ (3,752)
                                         ==========      ========       ========      =======    ========
PRO FORMA DATA:(1)
Interest expense, net.................                                                             (2,999)(2)
Net income (loss).....................                                                             (4,639)(3)
Deficiency of earnings to fixed
  charges.............................                                                             (4,726)(4)
SELECTED OPERATING DATA:
EBITDA(5)(6)..........................           (5)       (3,305)       (10,516)      (1,804)     (1,229)
Store EBITDA(7).......................           --          (651)           213         (232)        945
Capital expenditures(8)...............           18        13,391         53,892          785      11,512
Deficiency of earnings to fixed
  charges(4)..........................           --        (3,894)       (14,124)      (2,249)     (3,310)
Stores open at end of period..........           --            14             71           14          95
Net loss per common share.............   $(1,362.75)     $(117.42)      $(412.76)     $(66.53)   $(111.82)
                                         ==========      ========       ========      =======    ========
Weighted average number of common
  shares outstanding..................            4        33,162         38,127       37,038      33,553
                                         ==========      ========       ========      =======    ========
</TABLE>
 
                                       22
<PAGE>   24
 
<TABLE>
<CAPTION>
                                        AS OF          AS OF          AS OF         AS OF
                                     DECEMBER 31,   DECEMBER 31,   DECEMBER 28,   MARCH 22,
                                         1995           1996           1997         1998
                                     ------------   ------------   ------------   ---------
                                                         (IN THOUSANDS)
<S>                                  <C>            <C>            <C>            <C>         <C>
BALANCE SHEET DATA:
Property and equipment.............      $18          $12,841        $ 53,969     $ 58,524
Total assets.......................       55           13,809          75,496       82,973
Total debt.........................       --            4,592          35,926       44,492
Total liabilities..................       60           10,890          46,330       54,326
Mandatorily Redeemable Preferred
  Stock............................       --            6,810          48,793       52,226(9)
Shareholders' equity (deficit).....       (5)          (3,891)        (19,627)     (23,579)
</TABLE>
 
---------------
(1) The pro forma data for the quarter ended March 22, 1998 gives effect to the
    issuance of the Old Notes and the application of the net proceeds therefrom
    as if such transactions had occurred on December 29, 1997.
 
(2) On a pro forma basis, interest expense, net includes amortization of
    deferred financing costs (which includes underwriting discount and related
    fees and expenses) as well as amortization of the original issue discount on
    the Notes. It does not include historical interest expense on the Senior
    Credit Facility and the LaSalle Facility borrowings.
 
(3) On a pro forma basis, the Company's net loss for the quarter ended March 22,
    1998, includes the extraordinary loss associated with the writeoff of
    approximately $369 of unamortized deferred financing costs related to the
    Senior Credit Facility and the LaSalle Facility.
 
(4) For purposes of computing the deficiency of earnings to fixed charges, fixed
    charges consists of interest expense on total debt, and that portion of
    rental expense that the Company believes to be representative of interest
    (one-third of total rental expense). Earnings is defined as the Company's
    net loss before fixed charges. On a historical basis, earnings were
    insufficient to cover fixed charges by approximately $3,900 and $14,100 for
    the fiscal years ended December 31, 1996 and December 28, 1997,
    respectively, and by approximately $2,200 and $3,300 for the fiscal quarters
    ended March 31, 1997 and March 22, 1998, respectively. On a pro forma basis
    during the quarter ended March 22, 1998, earnings were insufficient to cover
    fixed charges by approximately $4,700.
 
(5) EBITDA is defined as earnings before interest expense, taxes, depreciation
    and amortization. EBITDA is presented because management believes it is a
    widely accepted financial indicator of an entity's ability to incur and
    service debt. While EBITDA is not intended to represent cash flow from
    operations as defined by generally accepted accounting principles and should
    not be considered as an indicator of operating performance or an alternative
    to cash flow (as measured by generally accepted accounting principles) as a
    measure of liquidity, it is included herein to provide additional
    information with respect to the ability of the Company to meet its future
    debt service, capital expenditures and working capital requirements.
 
(6) EBITDA for the fiscal year ended December 28, 1997, excludes the loss on
    disposal of property and equipment of $480.
 
(7) Store EBITDA is EBITDA before allocation of any selling, general and
    administrative expenses.
 
(8) Capital expenditures includes the purchase of laundromat equipment pursuant
    to an existing supply agreement and financed with borrowings in connection
    with the Senior Credit Facility of approximately $31,358 and $4,887 in
    fiscal 1997 and 1996, respectively, and approximately $1,329 and $785 in
    fiscal first quarter 1998 and 1997, respectively. The capital expenditures
    for 1997 include approximately $11,485 of laundromat equipment for use in
    stores to be opened in 1998 and approximately $4,120 for land acquired and
    held for sale-leaseback transactions. Capital expenditures also includes the
    cash outlay to acquire new businesses (net of cash acquired). Such outlays
    totaled approximately $12,100 and $5,000 for the year ended December 28,
    1997 and for the first fiscal quarter ended March 22, 1998, respectively.
 
(9) Concurrently with the closing of the Private Placement, the put rights
    previously associated with the preferred stock were terminated and
    therefore, the preferred stock is no longer mandatorily redeemable.
 
                                       23
<PAGE>   25
 
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
     Unless otherwise indicated, all references to years in this section of the
Prospectus refer to the Company's fiscal years, which ran as follows: from
October 10, 1995 (inception) through December 31, 1995, January 1, 1996 through
December 31, 1996 and January 1, 1997 through December 28, 1997. As of December
1, 1997, the Company adopted a fiscal year comprised of 13 four week periods,
each four week period comprised of four Monday through Sunday weeks. All
references herein to periods shall refer to such periods unless the context
otherwise requires. Unless otherwise indicated, all financial and store data
provided in this Prospectus are as of March 22, 1998, the end of the Company's
first quarter in 1998.
 
OVERVIEW
 
     SpinCycle, Inc. was founded in October 1995 to initiate a nationwide
consolidation in the retail coin-operated laundromat industry. Recognizing
significant deficiencies in the approximately $4.0 billion industry, the Company
opened its first spacious, attractive, well-equipped and attended facility in
Chicago, Illinois in April 1996. By the year ended December 31, 1996, SpinCycle
had opened 14 stores and had two under construction. Such stores formed the
platform for the Company's rapid expansion by providing valuable information on
a number of variables, including optimum store size, combination and count of
laundry equipment, equipment utilization, staffing levels and customer service.
 
     Because of the significant capital required to develop and acquire
coin-operated laundromats, the Company's rollout rate has generally increased
after the Company raised each round of capital. In November 1996, the Company
procured the first $20.0 million of its Senior Credit Facility. Borrowings under
this facility allowed the Company to significantly accelerate its plans to
develop and acquire additional stores. In January 1997, SpinCycle closed its
first round of equity financing with proceeds of approximately $9.6 million.
Such funds were utilized primarily for the payment of construction costs for
newly developed stores. By April 30, 1997, the Company had opened a total of 19
stores.
 
     In April 1997, the Company closed a second round of equity financing,
raising $25.0 million, which allowed the Company to again significantly
accelerate its development and consolidation efforts. Thereafter, SpinCycle
developed the corporate infrastructure to achieve and accommodate a national
rollout and consolidation. Specifically, the Company hired additional
professionals to provide for nationwide operations and real estate development
and to establish a dedicated acquisitions department. Further, the Company added
support in the areas of accounting, MIS and administration. In 1997, the Company
increased the maximum amount of its Senior Credit Facility by $15.0 million to
$35.0 million. With the corporate infrastructure in place and increased
availability under the Senior Credit Facility, between May 1, 1997 and December
31, 1997, the Company opened 52 stores (25 Developed Stores and 27 Acquired
Stores) finishing fiscal 1997 with 71 stores. By December 1997, the Company was
opening and acquiring stores at the rate of approximately 11 per period.
 
     As the Company has continued to opportunistically raise capital and develop
the corporate infrastructure to manage its growth, the Company has, through a
careful analysis of its targeted markets, embarked upon a development and
acquisition plan to add approximately 155 additional stores during 1998. In
February 1998, the Company procured a $10.0 million increase in its Senior
Credit Facility for a total facility of $45.0 million, and on April 14, 1998
closed its most recent private equity offering in which it raised approximately
$16.0 million to accommodate such expansion plans. On April 29, 1998, the
Company closed the Private Placement. The net proceeds of that offering were
used to repay substantially all of the Company's $46.9 million of indebtedness
and the balance for pursuit of the Company's business plan. Management believes
the net proceeds from its recent private equity offering and the Private
Placement, together with existing liquidity, will be sufficient to fund the 1998
expansion plan. Amounts remaining available under the Heller Facility, together
with cash flow from operations, are expected to provide sufficient liquidity for
the Company's operations, development and acquisition requirements through April
1999.
 
     During the latter portion of the Company's first quarter and continuing
until the closing of the Private Placement, the Company continued to actively
identify acquisition candidates and development sites, but did
                                       24
<PAGE>   26
 
not execute leases or asset purchase agreements until the Company had the
capital required to complete such transactions. As such, the Company acquired
and opened an aggregate of nine stores in the two periods ended May 17, 1998.
While this is less than the anticipated number of openings per period, the
Company's development and acquisition pipeline currently includes approximately
57 developed stores and 32 acquisition candidates which the Company has
identified and anticipates closing prior to year end 1998. The Company expects
the additional approximately 30 stores required to reach its anticipated
year-end store count to be acquisitions identified and closed by year end 1998.
 
     In order to facilitate such acquisition and development rollout, the
Company has merged the functions of the acquisition and real estate departments
under the Chief Development Officer. This organizational structure should enable
the regional real estate professionals, located in the five regions, to identify
and negotiate both newly developed sites as well as strategic acquisition
candidates within their respective markets. Management expects that this will
facilitate and expedite the process of identifying and closing acquisitions by
leveraging the experience and market-specific knowledge of the real estate
professionals.
 
     Coin-operated laundromat industry data indicates that a slight reduction in
revenue, and therefore Store EBITDA for the Company, may occur during the later
spring and summer seasons. This seasonality, anticipated to be between 5% and
10%, is a result of the reduced volume of heavier clothing worn during the
spring and summer months, which results in lower laundry machine usage. In an
attempt to offset the effect of this seasonality, through substantially all of
its second fiscal quarter, SpinCycle conducted a marketing/ promotional effort
in 52 of its stores. Based upon Company compiled data, the Company retains over
90% of the customers who visit its stores. The Company expects that these
marketing/promotional efforts should result in increased store trial, and,
therefore, customer retention and increased revenue and store EBITDA. The
Company anticipates benefits of such promotions to materialize during the
quarters following the periods in which the promotions were conducted.
 
     During the two periods since March 22, 1998, the Company had an additional
three Developed Stores and one Acquired Store become Mature Stores, bringing the
Company's Mature Store count to 52 as of May 17, 1998. As of May 17, 1998, such
Mature Stores performed at approximately 94% of budgeted revenue and 97% of
budgeted Store EBITDA. The 52 Mature Stores consist of 19 Developed Stores and
33 Acquired Stores. The 19 Developed Stores achieved approximately 93% and 94%
of projected average Developed Store performance, once such store becomes a
Mature Store, of $382,000 revenue and $130,000 EBITDA, respectively, pro forma
for the Company's projected store level operating expenses. The 33 Acquired
Stores were, on average, purchased within the Company's targeted 4.0x to 5.0x
multiple of Store EBITDA, pro forma for the Company's projected store level
operating expenses.
 
RESULTS OF OPERATIONS
 
     As of December 1, 1997, SpinCycle changed its basis of fiscal year
reporting from 12 calendar months to 13 periods per annum. This change allows
the Company to report and compare results on 13 equivalent periods, with each
period containing four Monday through Sunday weeks. The Company's first quarter
included 12 weeks in 1998 and 13 weeks in 1997.
 
  Three Periods Ended March 22, 1998 Compared with Three Months Ended March 31,
1997
 
     Revenues.  The Company's revenues were approximately $5.3 million for the
first quarter 1998, an increase of approximately $4.1 million from approximately
$1.2 million in the corresponding period in 1997. This growth in revenue was
primarily attributable to the addition of 79 stores since the end of the first
quarter of 1997 coupled with an increase of approximately 20% in comparable
store sales. Continued maturation of certain developed stores plus the 27 stores
acquired during fiscal 1997 contributed substantial incremental revenue to the
first quarter of 1998.
 
     Store Operating Expenses, excluding depreciation and amortization.  Store
operating expenses, excluding depreciation and amortization ("store operating
expenses") were approximately $4.2 million in the first quarter 1998, an
increase of approximately $2.9 million from approximately $1.3 million in the
corresponding period in 1997. The increase in store operating expenses was
primarily attributable to the addition of 79 stores
 
                                       25
<PAGE>   27
 
since the end of the first quarter of 1997. First quarter 1997 store operating
expenses as a percentage of revenues was approximately 112%. For the first
quarter 1998, this ratio decreased to approximately 80%, which is a result of
the continued maturation of the Developed Stores and the implementation of
initiatives designed to reduce store operating expenses, particularly labor
expense.
 
     Gross Operating Profit (Loss).  Gross operating profit was approximately
$1.0 million in the first quarter of 1998, an increase of approximately $1.2
million from a loss of approximately $140,000 in the corresponding period in
1997. This increase was primarily attributable to the aforementioned increase in
revenues during the period and initiatives to reduce store operating expenses,
particularly labor expenses.
 
     Preopening Costs.  Preopening costs were approximately $91,000 in the first
quarter of 1998, compared to approximately $92,000 in the corresponding period
in 1997. The Company expenses preopening costs as incurred. During the first
quarter of 1997 the Company opened two stores and had four stores in the
construction phase of development. During the first quarter of 1998 the Company
opened 24 stores and had 17 stores in the construction phase of development.
1997 first quarter preopening costs included $43,000 of preopening rent costs
due to the fact that initial lease payments came due prior to the actual opening
of stores, while no such costs were incurred during the first quarter of 1998.
 
     Store EBITDA.  Store EBITDA was approximately $945,000 in the first quarter
of 1998, an increase of approximately $1.2 million from the loss of $231,000 for
the corresponding period in 1997. This increase was primarily attributable to
increased revenue from maturation of stores and a reduction in store operating
expenses.
 
     Depreciation and Amortization.  Depreciation and amortization expense was
approximately $1.3 million in the first quarter of 1998, compared to
approximately $350,000 for the corresponding period in 1997. This increase of
approximately $950,000 was principally due to property and equipment acquired in
connection with the Company's expansion.
 
     Selling, General and Administrative Expenses.  Selling, general and
administrative expenses were approximately $2.2 million in the first quarter of
1998, an increase of approximately $600,000 from approximately $1.6 million in
the corresponding period of 1997. This increase is primarily attributable to the
Company building its corporate infrastructure in order to allow the Company to
manage its anticipated nationwide expansion. Specifically, the Company hired
additional professionals to provide for nationwide operations and real estate
development and to establish a dedicated acquisitions department. First quarter
1998 selling, general and administrative expenses actually decreased as a
percentage of revenues from 136% to 41% due to the maturation of stores opened
in 1997 and the implementation of certain initiatives to reduce these costs.
 
     EBITDA.  EBITDA in the first quarter of 1998 was a loss of approximately
$1.2 million, an improvement of $600,000 from the loss of approximately $1.8
million for the corresponding period in 1997. This increase was primarily
attributable to increased revenue from the maturation of stores, partially
offset by the increase in selling, general and administrative expenses discussed
above.
 
     Interest Income and Interest Expense, net.  Interest income increased to
approximately $126,000 in the first quarter of 1998 an increase of $111,000 from
approximately $15,000 in the first quarter of 1997. The increase in interest
income was primarily attributable to the investment of proceeds from equity
offerings ultimately used in operations or for capital investment. Interest
expense, net of capitalized interest was approximately $846,000 in the first
quarter of 1998, an increase of approximately $737,000 from approximately
$109,000 in the corresponding period in 1997. The increase in interest expense,
net was primarily attributable to additional borrowings under the Company's
credit facilities with Raytheon and LaSalle National Bank. All borrowings under
these credit facilities were repaid in full in April 1998 with the net proceeds
from the April 1998 offering of senior discount notes and warrants. The
outstanding borrowings under these facilities increased from approximately $6.0
million at the end of the 1997 first quarter to approximately $44.0 million at
the end of the 1998 first quarter.
 
     Net Loss.  The net loss recorded in the first quarter of 1998 was $3.2
million, an increase of approximately $1.0 million from the $2.2 million net
loss recorded in the corresponding period of 1997. The
 
                                       26
<PAGE>   28
 
increased loss was primarily attributable to depreciation and amortization
associated with the number of new stores both acquired and developed since the
end of the first quarter of 1997 and the increase in selling, general and
administrative expenses discussed above.
 
  Year Ended December 28, 1997 Compared with Year Ended December 31, 1996
 
     Revenues.  The Company's revenues were approximately $8.6 million in fiscal
1997, an increase of approximately $7.6 million from approximately $1.0 million
in fiscal 1996. This growth in revenue was primarily attributable to an increase
in the number of stores from 14 at fiscal year end 1996 to 71 at fiscal year end
1997, and the continued maturation of certain Developed Stores. Specifically,
the 27 stores acquired during fiscal 1997, 24 of which were acquired after
September 1, 1997, contributed incremental revenue of approximately $2.0 million
to fiscal 1997 revenues. The remaining increase in revenue of approximately $5.6
million in fiscal 1997 is primarily attributable to revenue generated from the
opening of Developed Stores and the continued maturation of such existing
stores. Sixteen of the Company's Developed Stores were mature as of fiscal year
end 1997.
 
     Store Operating Expenses, excluding depreciation and amortization.  Store
operating expenses, excluding depreciation and amortization ("store operating
expenses") were approximately $8.0 million in fiscal 1997, an increase of
approximately $6.8 million from approximately $1.2 million in fiscal 1996. The
increase in store operating expenses was primarily attributable to the opening
of an additional 57 stores during fiscal 1997. For fiscal 1996, store operating
expenses as a percentage of revenues was approximately 120.0%. For fiscal year
1997, this ratio decreased to approximately 92%, which is a result of maturation
at certain stores and the implementation of initiatives designed to reduce store
level expenses.
 
     Gross Operating Profit (Loss).  Gross operating profit was approximately
$670,000 in fiscal 1997, an increase of approximately $849,000 from a loss of
approximately $179,000 in fiscal 1996. This increase was primarily attributable
to the increase in revenues during the period and initiatives to reduce store
level expenses.
 
     Preopening Costs.  Preopening costs were approximately $457,000 in fiscal
1997, a decrease of approximately $16,000 from approximately $473,000 in fiscal
1996. The Company expenses preopening costs as incurred. The decrease in
preopening costs was the result of management efforts to control these expenses.
During fiscal 1996 the Company opened 14 stores and had two stores under
development at fiscal year end 1996. During fiscal 1997 the Company opened 30
developed stores and had 24 stores under construction at fiscal year end 1997.
 
     Store EBITDA.  Store EBITDA was approximately $213,000 in fiscal 1997, an
increase of approximately $864,000 from a loss of approximately $651,000 in
fiscal 1996. This increase was primarily attributable to increased revenue from
maturation of stores and a reduction in store expenses.
 
     Depreciation and Amortization.  Depreciation and amortization expense was
approximately $2.3 million in fiscal 1997, compared to approximately $568,000 in
fiscal 1996. This increase of approximately $1.7 million was principally due to
increased levels of property and equipment related to the Company's expansion.
 
     Selling, General and Administrative Expenses.  Selling, general and
administrative expenses were approximately $10.7 million in fiscal 1997, an
increase of approximately $8.1 million from approximately $2.6 million in fiscal
1996. This increase is primarily attributable to the Company building its
corporate infrastructure in order to allow the Company to manage its anticipated
nationwide expansion. Specifically, the Company hired additional professionals
to provide for nationwide operations and real estate development and to
establish a dedicated acquisitions department. During fiscal 1997, the Company's
general and administrative personnel, excluding store level personnel, increased
from 30 to 98 resulting in an increase in compensation costs of approximately
$2.7 million. The increase is also attributable in part to an increase in
advertising expenses of approximately $1.2 million, reflecting the Company's
efforts to create a leading national brand and an increased number of stores
during fiscal 1997. The selling, general and administrative expense also
reflects an increase in professional fees and travel costs of approximately
$888,000 and $1.2 million, respectively, over fiscal 1996 due to increased
acquisition and development activities.
 
                                       27
<PAGE>   29
 
     EBITDA.  EBITDA in fiscal 1997 was a loss of $10.5 million, a decrease of
$7.2 million from approximately a loss of $3.3 million in fiscal 1996. This
decrease was primarily attributable to the increase in selling, general and
administrative expenses.
 
     Interest Income and Interest Expense, net.  Interest income increased to
approximately $433,000 in fiscal 1997, an increase of $404,000 from
approximately $29,000 in fiscal 1996. The increase in interest income was
primarily attributable to the investment of proceeds from equity offerings
pending ultimate use in operations or for capital investment. Interest expense,
net of capitalized interest was approximately $892,000 in fiscal 1997, an
increase of approximately $843,000 from approximately $49,000 in fiscal 1996.
The increase in interest expense, net was primarily attributable to additional
borrowings under the Senior Credit Facility, the outstanding balance of which
increased from approximately $4.6 million at fiscal year end 1996 to
approximately $35.9 million at fiscal year end 1997.
 
     Net Loss.  The net loss recorded in fiscal 1997 was $13.8 million, an
increased loss of approximately $9.9 million from the $3.9 million loss recorded
in fiscal 1996. The increased loss was primarily attributable to depreciation
and amortization associated with the number of new stores both acquired and
developed during the year and the increase in selling, general and
administrative expenses attributable to the building of the Company's corporate
infrastructure.
 
  Year Ended December 31, 1996 Compared with Year Ended December 31, 1995
 
     The Company was formed in October 1995, and had no stores opened or under
construction as of fiscal year end 1995 and therefore no store level revenues or
store operating expenses were realized in fiscal 1995. During fiscal year 1996,
the Company generated approximately $1.0 million in store revenues and
approximately $1.2 million in store operating expenses. For fiscal 1996, store
operating losses totaled approximately $179,000 and depreciation and
amortization was approximately $568,000. These revenues, operating expenses,
operating losses, and depreciation and amortization were attributable entirely
to the 14 stores opened between April 1996 and fiscal year end 1996. Selling,
general and administrative expenses were approximately $2.6 million in fiscal
1996, compared to approximately $5,000 in fiscal 1995. The increase in selling,
general and administrative expenses was primarily attributable to development of
the Company's corporate infrastructure. Interest expense was approximately
$49,000 in fiscal 1996 compared to no interest expense in fiscal 1995. Interest
expense represented interest on the Company's outstanding balance under its
Senior Credit Facility, which totaled $4.6 million as of fiscal year end 1996.
 
LIQUIDITY AND CAPITAL RESOURCES
 
     At March 22, 1998, the Company had total assets of approximately $83.0
million, including current assets of approximately $13.4 million. Cash and cash
equivalents were approximately $4.4 million.
 
     Cash used in operations during the first quarter of 1998 was approximately
$4.9 million compared to cash used in operations during the corresponding period
in 1997 of approximately $5.1 million. The use of cash in each period was
primarily attributable to the use of working capital for the Company's store
rollout, as well as the payment of corporate expenses, while the 1998 first
quarter also included the effects of prepaid rent payments of $2.4 million in
connection with sale-leaseback transactions.
 
     Cash used in investing activities was approximately $8.8 million compared
to no cash used in investing activities for the corresponding period in 1997.
The additional use of cash was primarily due to capital expenditures and
business acquisitions, partially offset by $1.5 million in net proceeds from
sale-leaseback transactions.
 
     The Company made capital expenditures of approximately $11.5 million in the
first quarter of 1998 compared with capital expenditures of approximately
$800,000 in the 1997 corresponding period. The increase was primarily
attributable to an increased rate of expansion and laundry equipment purchased.
Capital expenditures for fiscal 1998 are expected to aggregate approximately
$72.0 million to fund the planned 1998 store rollout.
 
                                       28
<PAGE>   30
 
     Cash provided by financing activities was approximately $9.8 million during
the first quarter of 1998 compared to approximately $10.7 million provided by
financing activities during the corresponding period in 1997 arising principally
from the issuance of Series B Stock (as defined) in 1997 and borrowings under
the Company's Senior Credit Facility and the sale of Series C Stock (as defined)
in 1998.
 
     On April 3, 1998, the Company commenced the Private Placement, an offering
of unsecured senior discount notes and an indeterminate number of warrants to
purchase Common Stock to "qualified institutional buyers" only as defined in
Rule 144A under the Securities Act. This offering was completed on April 29,
1998, with the Company selling $144,990,000 12 3/4% unsecured senior discount
notes and warrants to purchase 26,661 shares of the Company's Common Stock with
an exercise price of $0.01 per share for gross proceeds to the Company of
$100,001,053. The net proceeds of this offering of approximately $96.8 million
were used to pay the expenses of the offering, repay approximately $46.9 million
in existing indebtedness to Raytheon and LaSalle National Bank, and to provide
funds for investment in new stores and for general corporate purposes.
 
     Prior to the closing of the Private Placement, the Company had in place the
Senior Credit Facility from Raytheon, one of the largest commercial laundry
equipment vendors, which provided for approximately $30.0 million of equipment
financing and $15.0 million of acquisition financing. This facility had provided
100% financing for commercial laundry equipment purchases (based upon list
prices) and store acquisitions. The Company also had procured the LaSalle Credit
Facility in March 1998, which provided up to $15.0 million of credit available
for acquisitions and general corporate purposes. The Company repaid all
indebtedness outstanding under these two facilities with the net proceeds from
the Private Placement and terminated the related loan agreements.
 
     Concurrently with the closing of the Private Placement on April 29, 1998,
the Company also closed a secured credit facility in the maximum principal
amount of $40 million with Heller Financial, Inc. (the "Heller Facility"). The
Heller Facility consists of a revolving credit facility in an aggregate
principal amount of $40.0 million that will mature on April 28, 2002. The
Company will be entitled to draw amounts under this facility, subject to
availability pursuant to a borrowing base formula based upon income from store
operations and net book value of laundry equipment, in order to fund ongoing
working capital, capital expenditures and general corporate purposes. Interest
will accrue on the Heller Facility with reference to the base rate (the "Base
Rate") plus 0.50%. The Company may elect that all or a portion of the loans bear
interest at the LIBOR rate (the "LIBOR Rate") plus 2.75%. The Base Rate is
defined as, on any date, the "Bank Prime Loan" rate published by the Board of
Governors of the Federal Reserve System plus 0.50%. The LIBOR Rate is defined as
an amount equal to the rate posted on the Reuters Screen LIBO Page on the day
which is three business days prior to the first day of such interest period.
 
     Coincident with the closing of the Private Placement, the put rights,
granted to all holders of all classes of the Company's preferred stock were
terminated. See "Description of Capital Stock."
 
     The note receivable to the Company from SpinDevCo in the amount of
approximately $4.9 million (the "Original Note"), including principal and
accrued but unpaid interest, was due on April 30, 1998. As of April 30, 1998,
the Original Note was renegotiated to extend the maturity date through September
30, 1998 to allow SpinDevCo additional time to find a substitute source of
financing. In connection with the extension, the Company received $125,000 in
payment of accrued and unpaid interest due under the Original Note through May
30, 1998. Monthly payments of interest based upon the principal amount
outstanding at the end of each month are payable during the extension period.
 
     To date, the Company has not generated positive cash flow from operations
and has historically funded its operations through sales of equity securities
and borrowings under its credit facilities. Management believes the net proceeds
from the Private Placement, the proceeds of the Heller Facility and existing
liquidity and cash flow from operations will be sufficient to fund its expansion
plan through April 1999.
 
POTENTIAL LOSS OF NOLS
 
     As of December 28, 1997, the Company had NOLs of approximately $17.6
million for U.S. federal income tax purposes. These NOLs, if not utilized to
offset taxable income in future periods, will begin to
 
                                       29
<PAGE>   31
 
expire in 2011. Section 382 of the Code, and regulations promulgated thereunder,
impose limitations on the ability of corporations to use NOLs, if the
corporation experiences a more than 50% change in ownership during any
three-year period. It is possible that the Company has experienced one or more
ownership changes in 1996 and 1997 as a result of the Company raising various
rounds of private equity or that such an ownership change may have occurred or
be deemed to have occurred due to events beyond the control of the Company (such
as transfers of Common Stock by certain stockholders or the exercise or
treatment of warrants, conversion rights or stock options issued by the
Company). There can also be no assurance that the Company will not take
additional actions, such as the issuance of additional stock, that would cause
an ownership change to occur. In addition, the NOLs are subject to examination
by the IRS, and are thus subject to adjustment or disallowance resulting from
any such IRS examination. Accordingly, prospective purchasers of the Notes
should not assume the unrestricted availability of the Company's currently
existing or future NOLs, if any, in making their investment decisions. See "Risk
Factors -- Potential Loss of NOLs."
 
DEPENDENCE ON MANAGEMENT INFORMATION SYSTEMS; YEAR 2000 COMPLIANCE
 
     The Company depends on its MIS to monitor daily revenue and machine
utilization in each of its stores, exercise centralized cash and management
control and compile and analyze critical marketing and operations data. Any
disruption in the operation of the Company's MIS, the loss of employees
knowledgeable about such systems or the Company's failure to continue to
effectively modify such systems as its business expands would have a material
adverse effect on the Company's business, financial condition and results of
operations. See "Business -- Competitive Strengths."
 
     Certain of the Company's MIS use two digit data fields which recognize
dates using the assumption that the first two digits are "19" (i.e., the number
97 is recognized as the year 1997). Therefore, the Company's date critical
functions relating to the year 2000 and beyond may be adversely affected unless
changes are made to these computer systems. The Company does not expect that
costs resulting from upgrades to its MIS to accommodate the year 2000 problem
will be material. However, no assurance can be given that these issues can be
resolved in a cost-effective or timely manner or that the Company will not incur
significantly greater expense in resolving these issues.
 
SEASONALITY AND INFLATION
 
     The Company's business may be subject to seasonal fluctuations in its
quarterly results of operations. The Company believes, however, that any
seasonality will not have a material adverse effect on its annual results of
operations. See "Risk Factors -- Seasonality."
 
     Although the Company cannot accurately anticipate the effect of inflation
on its operations, it does not believe inflation is likely to have a material
adverse effect on its net sales or results of operations.
 
                               THE EXCHANGE OFFER
 
TERMS OF EXCHANGE OFFER
 
     In connection with the sale of the Old Notes pursuant to a purchase
agreement dated as of April 24, 1998, between the Company and the Initial
Purchaser (the "Purchase Agreement"), the Company and the Initial Purchaser
entered into the Registration Rights Agreement for the benefit of the Initial
Purchaser and its assignees.
 
     Under the Registration Rights Agreement, the Company is obligated to (i)
file the Registration Statement of which this Prospectus is a part for a
registered exchange offer with respect to an issue of New Notes with terms
substantially identical in all material respects to the Old Notes (except that
such New Notes will not contain terms with respect to transfer restrictions),
within 60 days after April 29, 1998, the date the Old Notes were originally
issued (the "Issue Date") and (ii) use its best efforts to cause the
Registration Statement to be declared effective within 150 days after the Issue
Date. For each Old Note surrendered pursuant to the Exchange Offer, the Holder
of such Old Note will receive a New Note having a principal
 
                                       30
<PAGE>   32
 
amount at maturity equal to that of the surrendered Old Note. The Exchange Offer
being made hereby if commenced and consummated within such applicable time
periods will satisfy those requirements under the Registration Rights Agreement.
 
     Upon the terms and subject to the conditions set forth in this Prospectus
and in the Letters of Transmittal (which together constitute the Exchange
Offer), the Company will accept for exchange all Old Notes validly tendered and
not withdrawn prior to 5:00 p.m., Eastern Daylight Time, on the Expiration Date.
The Company will issue New Notes in exchange for an equal principal amount at
maturity of outstanding Old Notes accepted in the Exchange Offer. As of the date
of this Prospectus, Old Notes with an aggregate principal amount at maturity of
$144,990,000 were outstanding.
 
     This Prospectus, together with the Letters of Transmittal, is being sent to
all registered Holders as of           ,1998. The Company's obligation to accept
Old Notes for exchange pursuant to the Exchange Offer is subject to certain
conditions as set forth herein under "-- Conditions."
 
     The Company shall accept all Old Notes validly tendered and not withdrawn
pursuant to the Exchange Offer. The Exchange Agent will act as agent for the
tendering Holders of Old Notes for the purposes of receiving the New Notes from
the Company and delivering New Notes to such Holders.
 
     In the event the Exchange Offer is consummated, subject to certain limited
exceptions, the Company will not be required to register the Old Notes. In such
event, Holders of Old Notes seeking liquidity in their investment would have to
rely on exemptions to registration requirements under the U.S. and state
securities laws. See "Risk Factors -- Consequences of Failure to Exchange."
 
EXPIRATION DATE; EXTENSIONS; AMENDMENTS
 
     The term "Expiration Date" shall mean                , 1998 (30 days
following the commencement of the Exchange Offer), unless the Company, in its
sole discretion, extends the Exchange Offer, in which case the term "Expiration
Date" shall mean the latest date to which the Exchange Offer is extended. The
Company will notify the Exchange Agent of any extension of the Expiration Date
by oral or written notice and will mail to the record Holders of Old Notes an
announcement thereof, each prior to 9:00 a.m., Eastern Daylight Time, on the
next business day after the previously scheduled Expiration Date. Such
announcement may state that the Company is extending the Exchange Offer for a
specified period of time.
 
     Notwithstanding any extension of the Exchange Offer, if for any reason the
Exchange Offer is not consummated before October 27, 1998 (180 days following
the Issue Date), the Company will, at its own expense, (a) as promptly as
practicable, file a shelf registration statement covering resales of the Old
Notes (a "Shelf Registration Statement"), (b) use its best efforts to cause a
Shelf Registration Statement to be declared effective under the Securities Act
and (c) keep the Shelf Registration Statement effective until the earlier of (i)
24 months from the date of its effectiveness, (ii) such time as all of the Old
Notes have been sold thereunder or (iii) such time as the Old Notes are no
longer restricted securities (as defined in Rule 144 under the Securities Act).
The Company will, in the event a Shelf Registration Statement is filed, among
other things, provide to each Holder for whom such Shelf Registration Statement
was filed copies of the prospectus which is a part of such Shelf Registration
Statement, notify each such Holder when such Shelf Registration Statement has
become effective and take certain other actions as are required to permit
unrestricted resales of the Old Notes. A Holder selling such Old Notes pursuant
to the Shelf Registration Statement generally would be required to be named as a
selling security holder 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).
 
     The Company reserves the right (i) to delay accepting any Old Notes, to
extend the Exchange Offer or to terminate the Exchange Offer and not accept Old
Notes not previously accepted if any of the conditions set forth herein under
"--Conditions" shall have occurred and shall not have been waived by the
Company, by giving oral 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 deemed by it to be advantageous to the Holders of the Old
 
                                       31
<PAGE>   33
 
Notes. Any such delay in acceptance, extension, termination or amendment will be
followed as promptly as practicable by oral or written notice 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 in a manner
reasonably calculated to inform the Holders of the Old Notes of such amendment
and the Company will extend the Exchange Offer for a sufficient period of time,
depending upon the significance of the amendment and the manner of disclosure to
Holders of the Old Notes, that will allow the Holders of the Old Notes to
reassess the Exchange Offer.
 
     Without limiting the manner in which the Company may choose to make public
announcement of any delay, extension, amendment or termination of the Exchange
Offer, the Company shall have no obligations to publish, advertise, or otherwise
communicate any such public announcement, other than by making a timely release
to an appropriate news agency.
 
     NO VOTE OF THE COMPANY'S SECURITY HOLDERS IS REQUIRED UNDER APPLICABLE LAW
TO EFFECT THE EXCHANGE OFFER AND NO SUCH VOTE (OR PROXY THEREFOR) IS BEING
SOUGHT HEREBY.
 
     Holders of Old Notes do not have any appraisal or dissenters' rights in
connection with the Exchange Offer under the Delaware General Corporation Law,
the governing law of the state of incorporation of the Company.
 
EXCHANGE OFFER PROCEDURES
 
     To tender in the Exchange Offer, a Holder must complete, sign and date a
Letter of Transmittal, or a facsimile thereof, have the signatures thereon
guaranteed if required by the Letter of Transmittal and mail or otherwise
deliver a Letter of Transmittal or such facsimile, together with any other
required documents, to the Exchange Agent, prior to 5:00 p.m. Eastern Daylight
Time, on the Expiration Date. In addition, either (i) certificates for such
tendered Old Notes must be received by the Exchange Agent along with a Letter of
Transmittal, (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. THE METHOD OF DELIVERY OF OLD NOTES, LETTERS OF TRANSMITTAL AND ALL OTHER
REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE HOLDERS. IF SUCH DELIVERY
IS BY MAIL, IT IS RECOMMENDED THAT REGISTERED MAIL, PROPERLY INSURED, WITH
RETURN RECEIPT REQUESTED, BE USED. IN ALL CASES, SUFFICIENT TIME SHOULD BE
ALLOWED TO ASSURE TIMELY DELIVERY. NO LETTERS OF TRANSMITTAL OR OLD NOTES SHOULD
BE SENT TO THE COMPANY. To be tendered effectively, the Old Notes, a Letter of
Transmittal and all other required documents must be received by the Exchange
Agent prior to 5:00 p.m., Eastern Daylight Time, on the Expiration Date.
Delivery of all documents must be made to the Exchange Agent at the addresses
set forth below. Holders may also request their respective brokers, dealers,
commercial banks, trust companies or nominees to effect such tender for such
Holders.
 
     The tender by a Holder of Old Notes will constitute an agreement between
such Holder and the Company in accordance with the terms and subject to the
conditions set forth therein and in the Letter of Transmittal.
 
     Only a Holder of Old Notes may tender such Old Notes in the Exchange Offer.
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.
 
     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 shall contact such registered Holder promptly and instruct such
registered Holder to tender on his behalf. If such beneficial owner wishes to
tender on his own behalf, such beneficial owner must, prior to completing and
executing a Letter of Transmittal and delivering
 
                                       32
<PAGE>   34
 
his Old Notes, either make appropriate arrangements to register ownership of the
Old Notes in such 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 any member firm of a registered national
securities exchange or of the National Association of Securities Dealers, Inc.
or a commercial bank or trust company having an office or correspondent in the
U.S. (an "Eligible Institution") unless the Old Notes tendered pursuant thereto
are tendered (i) by a registered Holder who has not completed the box entitled
"Special Issuance 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 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 bond powers and a proxy which authorizes such person
to tender the Old Notes on behalf of the registered Holder, in each case as the
name of the registered Holder or Holders appears on the Old Notes.
 
     If the Letter of Transmittal, or any Old Notes, bond powers are signed by
trustees, executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
person 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) and withdrawal of the 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 which, if accepted by the Company, would, in
the opinion of counsel for the Company, be unlawful. The Company also reserves
the right to waive any 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 Letters 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. None of the Company, the Exchange Agent or
any other person shall be under any duty to give notification of defects or
irregularities with respect to tenders of Old Notes, nor shall any of them incur
any liability for failure to give such notification. Tenders of Old Notes will
not be deemed to have been made until such irregularities have been cured or
waived. Any Old Notes received by an Exchange Agent that are not properly
tendered and as to which the defects or irregularities have not been cured or
waived will be returned without cost to such Holder by the Exchange Agent to the
tendering Holders of such Old Notes, unless otherwise provided in the Letter of
Transmittal.
 
     In addition, the Company reserves the right in its sole discretion, subject
to the provisions of the Indenture and the Amended Articles, to (i) purchase or
make offers for any Old Notes that remain outstanding subsequent to the
Expiration Date or, as set forth under "-- Conditions," to terminate the
Exchange Offer in accordance with the terms of the Registration Rights Agreement
and (ii) to the extent permitted by applicable law, purchase Old Notes in the
open market, in privately negotiated transactions or otherwise. The terms of any
such purchase or offers could differ from the terms of the Exchange Offer.
 
     By tendering, each Holder will represent to the Company that (i) it is not
an affiliate of the Company (as defined under Rule 405 of the Securities Act),
(ii) any New Notes to be received by it were acquired in the ordinary course of
its business and (iii) at the time of commencement of the Exchange Offer, it was
not engaged in, and did not intend to engage in, a distribution of such New
Notes and had no arrangement or understanding with any person to participate in
a distribution (within the meaning of the Securities Act) of the New Notes. If a
Holder of Old Notes is an affiliate of the Company, and is engaged in or intends
to engage in a distribution of the New Notes or has any arrangement or
understanding with respect to the distribution of the New Notes to be acquired
pursuant to the Exchange Offer, such Holder could not rely on the applicable
interpretations of the staff of the SEC and must comply with the registration
and prospectus delivery
 
                                       33
<PAGE>   35
 
requirement of the Securities Act in connection with any secondary resale
transaction. 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, must
acknowledge that it will deliver a prospectus in connection with any resale of
such New Notes. Each broker-dealer that acquired Old Notes directly from the
Company, and not as a result of market-making or trading activities, must, in
the absence of an exemption, comply with the registration and prospectus
delivery requirements of the Securities Act in connection with the secondary
resale of the New Notes and cannot rely on the position of the staff of the SEC
enunciated in no-action letters issued to third parties. See "Plan of
Distribution."
 
ACCEPTANCE OF OLD NOTES FOR EXCHANGE; DELIVERY OF NEW NOTES
 
     Upon satisfaction or waiver of all of the conditions to the Exchange Offer,
the Company will accept, promptly after the Expiration Date, all Old Notes
properly tendered and will issue the New Notes promptly after acceptance of the
Old Notes. See "-- Conditions" below. For purposes of the Exchange Offer, the
Company shall be deemed to have accepted validly tendered Old Notes for exchange
when, as and if the Company has given oral or written notice thereof to the
Exchange Agent.
 
     For each Old Note tendered for exchange, the Holder of such Old Note will
receive a New Note having a principal amount at maturity equal to that of the
surrendered Old Note.
 
     If (i) by June 29, 1998 (60 days after the Issue Date), neither the
Exchange Offer Registration Statement nor the Shelf Registration Statement has
been filed with the SEC, (ii) by October 27, 1998 (180 days after the Issue
Date), the Exchange Offer is not consummated and, if applicable, the Shelf
Registration Statement is not declared effective or (iii) after either the
Exchange Offer Registration Statement or the Shelf Registration Statement is
declared effective, such Registration Statement thereafter ceases to be
effective or usable (subject to certain exceptions) in connection with resales
of Old Notes or New Notes in accordance with and during the periods specified in
the Registration Rights Agreement (each such event referred to in clauses (i)
through (iii) a "Registration Default"), additional interest or dividends, as
the case may be, will accrue or accumulate on the applicable Old Notes and New
Notes at the rate of 0.50% per annum from and including the date on which any
such Registration Default shall occur to, but excluding, the earlier of (i) the
date on which all Registration Defaults have been cured or (ii) the date on
which the Notes become freely transferable by Holders other than affiliates of
the Company without further registration under the Securities Act. Such interest
or dividends, as the case may be, will be payable in cash and will be in
addition to any other interest or dividends payable from time to time with
respect to the Old Notes and the New Notes.
 
     In all cases, issuance of New Notes for Old Notes that are accepted for
exchange pursuant to the Exchange Offer will be made only after timely receipt
by the Exchange Agent of certificates for such Old Notes or a timely Book-Entry
Confirmation of such Old Notes into the Exchange Agent's account at the
Book-Entry Transfer Facility, a properly completed and duly executed Letter of
Transmittal and all other required documents. If any tendered Old Notes are not
accepted for any reason set forth in the terms and conditions of the Exchange
Offer or if Old Notes are submitted for a greater principal amount, than the
Holder desires to exchange, such unaccepted or nonexchanged Old Notes will be
returned without expense to the tendering Holder thereof (or, in the case of Old
Notes tendered by book-entry transfer procedures described below, such
nonexchanged Old Notes will be credited to an account maintained for the benefit
of the Holder with such Book-Entry Transfer Facility) as promptly as practicable
after the expiration or termination of the Exchange Offer.
 
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. Any
financial institution that is a participant in the Book-Entry Transfer
Facility's systems 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-
 
                                       34
<PAGE>   36
 
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 with any required
signature guarantees and any other required documents must, in any case, be
transmitted to and received by the Exchange Agent at the address set forth below
under "-- Exchange Agent" on or prior to the Expiration Date or the guaranteed
delivery procedures described below must be complied with.
 
GUARANTEED DELIVERY PROCEDURES
 
     If a registered Holder of the Old Notes desires to tender such Old Notes,
the Old Notes are not immediately available, or time will not permit such
Holder's Old Notes or other required documents to reach the Exchange Agent
before the Expiration Date, or the procedures for book-entry transfer cannot be
completed on a timely basis, a tender may be effected if (i) the tender is made
through an Eligible Institution, (ii) prior to the Expiration Date, the Exchange
Agent received from such Eligible Institution a properly completed and duly
executed Letter of Transmittal (or a facsimile thereof) and Notice of Guaranteed
Delivery, substantially in the form provided by the Company (by facsimile
transmission, mail or hand delivery), setting forth the name and address of the
Holder of such Old Notes and the amount of Old Notes tendered, stating that the
tender is being made thereby and guaranteeing that within five New York Stock
Exchange ("NYSE") trading days after the date of execution of the Notice of
Guaranteed Delivery, the certificates for all physically tendered Old Notes, in
proper form to transfer, or a Book-Entry Confirmation, as the case may be, and
any other documents required by the Letter of Transmittal will be deposited by
the Eligible Institution with the Exchange Agent and (iii) the certificate for
all physically tendered Old Notes, in proper form for transfer, or a Book-Entry
Confirmation, as the case may be, and all other documents required by the Letter
of Transmittal are received by the Exchange Agent within five NYSE trading days
after the date of execution of the Notice of Guaranteed Delivery.
 
WITHDRAWAL OF TENDERS
 
     Tenders of Old Notes may be withdrawn at any time prior to 5:00 p.m.
Eastern Daylight Time, on the Expiration Date.
 
     For a withdrawal to be effective, a written notice of withdrawal must be
received by the Exchange Agent at one of the addresses set forth below under "--
Exchange Agent." Any such notice of withdrawal must specify the name of the
person having tendered the Old Notes to be withdrawn, identify the Old Notes to
be withdrawn (including the principal amount of such Old Notes) and (where
certificates for Old Notes have been transmitted) specify the name in which such
Old Notes are registered, if different from that of the withdrawing Holder. If
certificates for the Old Notes have been delivered or otherwise identified to an
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 procedures of 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, whose determination shall be final and
binding on all parties. Any Old Notes so withdrawn will be deemed not to have
been validly tendered for exchange for purposes of the Exchange Offer. Any Old
Notes which have been tendered for exchange but which are not exchanged for any
reason will be returned to the Holder thereof without cost to such Holder (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) as
soon as practicable after withdrawal, rejection of tender or termination of the
Exchange Offer. Properly withdrawn Old Notes may be retendered by following one
of the procedures described under the "-- Procedures for Tendering" above at any
time on or prior to the Expiration Date.
 
                                       35
<PAGE>   37
 
CONDITIONS
 
     Notwithstanding any other term of the Exchange Offer, the Company will not
be required to accept for exchange, or to issue New Notes in exchange for, any
Old Notes and may terminate or amend the Exchange Offer as provided herein
before the acceptance of such Old Notes, if because of any changes in law, or
applicable interpretations thereof by the SEC, the Company determines that it is
not permitted to effect the Exchange Offer. In addition, the Company has no
obligation to, and will not knowingly, accept tenders of Old Notes from
affiliates of the Company (within the meaning of Rule 405 under the Securities
Act) or from any other Holder or Holders who are not eligible to participate in
the Exchange Offer under applicable law or interpretations thereof by the SEC,
or if the New Notes to be received by such Holder or Holders of Old Notes in the
Exchange Offer, upon receipt, will not be tradeable by such Holder without
restriction under the Securities Act and the Exchange Act and without material
restriction under the "blue sky" or securities law of substantially all of the
states.
 
EXCHANGE AGENT
 
     Norwest Bank Minnesota, N.A. has been appointed as Exchange Agent in
connection with the Exchange Offer. Questions and requests for assistance in
connection with the Exchange Offer and requests for additional copies of this
Prospectus or of the Letter of Transmittal should be directed to the Exchange
Agent addressed as follows:
 
<TABLE>
<S>                                                  <C>
By Registered or Certified Mail:                     By Overnight Courier:
Norwest Bank Minnesota, N.A.                         Norwest Bank Minnesota, N.A.
P.O. Box 1517                                        Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55480-1517                    Minneapolis, Minnesota 55479-0069
Attention: Corporate Trust Operations                Attention: Corporate Trust Services
 
By Hand:                                             By Facsimile (for Eligible Institutions Only):
Norwest Bank Minnesota, N.A.                         Norwest Bank Minnesota, N.A.
Northstar East Building                              (612) 667-9825
608 2nd Ave. S.                                      Attention: Corporate Trust Services
12th Floor                                           Confirm by Telephone: (617) 667-2344
Minneapolis, Minnesota 55479-0113
Attention: Corporate Trust Services
</TABLE>
 
FEES AND EXPENSES
 
     The expenses of soliciting tenders pursuant to the Exchange Offer will be
borne by the Company. The principal solicitation for tender pursuant to the
Exchange Offer is being made by mail; however, additional solicitations may be
made by telegraph, telephone, telecopy or in person by officers and regular
employees of the Company.
 
     The Company will not make any payments to brokers, dealers or other persons
soliciting acceptances of the Exchange Offer. The Company, however, will pay the
Exchange Agent reasonable and customary fees for its services and will reimburse
the Exchange Agent for its reasonable out-of-pocket expenses in connection
therewith. The Company may also pay brokerage houses and other custodians,
nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them
in forwarding copies of the Prospectus and related documents to the beneficial
owners of the Old Notes, and in handling or forwarding tenders for exchange.
 
     The expenses to be incurred in connection with the Exchange Offer will be
paid by the Company, including fees and expenses of the Exchange Agent, the
Trustee (as defined), the Transfer Agent (as defined) and accounting, legal
printing and related fees and expenses.
 
     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 registered or issued
in the name of, any
 
                                       36
<PAGE>   38
 
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 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 persons) 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 in the Company's accounting records at the
same carrying values as the Old Notes 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 upon the consummation of the Exchange Offer. The
expense of the Exchange Offer will be amortized by the Company over the term of
the New Notes in accordance with generally accepted accounting principles.
 
                                       37
<PAGE>   39
 
                                    BUSINESS
 
THE COMPANY
 
     The Company was founded in October 1995 to develop and implement
SpinCycle's unique concept of a national chain of branded coin-operated
laundromats and to serve as a platform for a nationwide consolidation in the
coin-operated laundromat industry. The Company's goal is to become the leading
operator of high quality coin-operated laundromats in the United States by
establishing SpinCycle as a national brand, providing a superior level of
customer service and by exercising disciplined management control in its
expansion and business plan. In sharp contrast to many existing laundromats, a
SpinCycle laundromat is an inviting, spacious and well-equipped facility that is
conveniently located, clean and well-lighted. Since April 1996, the Company has
opened a total of 95 stores in 20 markets, 60 of which it developed and 35 of
which it acquired. SpinCycle stores are located in densely populated urban
markets, including Chicago, Cleveland, Albuquerque, Houston, Los Angeles,
Philadelphia, Detroit, Miami, Atlanta and Dallas.
 
     The Company plans to rapidly expand primarily within its existing markets
during the balance of 1998 and to enter additional urban markets in 1999. The
Company plans to expand by selectively developing new SpinCycle stores and
acquiring existing laundromats to be converted to the SpinCycle format. By year
end 1998, management believes that there will be approximately 225 SpinCycle
stores which management expects will generate, in the aggregate, once such units
have become Mature Stores, approximately $79.8 million of revenue and $25.0
million of Store EBITDA. As of March 22, 1998, the Company's 48 Mature Stores
exceeded, on average, such stores' budgeted performance.
 
     Management believes its equipment configuration and store design is unique
and maximizes customer convenience and in-store experience. As evidence of its
superior concept, Company compiled data shows that SpinCycle retains over 90% of
its customers. SpinCycle's typical store is between 3,500 and 5,500 square feet,
significantly larger than the 1,500 to 2,500 square feet of a typical
laundromat, and contains 50 washers of varied capacities and 54 large capacity
dryers. The Company installs a computer board in each washer and dryer which
allows daily monitoring of machine utilization and superior cash control. Each
store is staffed during operating hours by at least one customer service
representative who assists customers and maintains the facility. Customers can
sort and fold laundry while watching color television with cable programming at
12 to 14 folding stations and purchase food, beverages and laundry supplies from
vending machines. As a result of its superior store design and management
controls, the Company has achieved levels of store revenues and Store EBITDA
that management believes are among the highest in the industry.
 
MARKET OPPORTUNITY
 
     The retail coin-operated laundromat industry began more than 50 years ago
and has been characterized by steady, non-cyclical demand. Management believes
the coin-operated laundromat industry, unlike other retail concepts, is
virtually unaffected by consumer fads and technological change, as laundry
represents a basic consumer necessity. In the 1997 Laundry Report, the Coin
Laundry Association estimated that retail coin-operated laundromats comprise a
$4 billion industry with approximately 30,000 laundromats nationwide, 89% of
which are operated by owners of only one or two stores and only 4% of which are
operated by owners of more than five stores. Today, the industry is
characterized by (i) fragmented store ownership, (ii) small, unattractive stores
and (iii) limited customer service. The Company's research indicates that
typical laundromats generally contain poorly maintained, aging equipment and are
often dirty and considered unsafe by their customers. Management therefore
believes that the typical laundromat user is significantly underserved. Further,
because management believes its targeted consumer group is growing in size and
market power, management believes that the coin-operated laundromat industry
presents favorable growth opportunities.
 
     Management believes that by combining superior store design and site
selection, disciplined professional management and financial resources,
SpinCycle will be able to successfully consolidate a highly fragmented industry
while delivering a superior product to consumers. SpinCycle designs its stores
to provide an inviting atmosphere focused on customer convenience and
satisfaction. Unlike many of its competitors, SpinCycle also
 
                                       38
<PAGE>   40
 
staffs its locations during operating hours and installs security devices to
promote safety. Management believes that its innovative format can transform the
retail laundromat industry just as nationally branded video stores, such as
Blockbuster Video, changed the "mom and pop" video rental industry.
 
BUSINESS STRATEGY
 
     Continue Rapid Growth in Existing and New Markets.  The Company's strategy
is to maintain and build upon its leading position in the national retail
coin-operated laundromat industry by consolidating its position in existing
markets and rapidly developing a strong presence in new markets. Management
focuses its efforts on rolling out stores in markets with sufficient population
density to allow SpinCycle to achieve targeted store economics in a large number
of stores within each market over a short period of time. SpinCycle utilizes two
primary methods to roll out its concept: (i) developing retail locations and
(ii) acquiring and converting existing laundromats. During 1998, management
expects to add a total of approximately 155 stores, through a balance of
Developed Stores and Acquired Stores, for a year end total of approximately 225
stores, primarily in its 20 existing markets. In the first three periods of
1998, the Company opened 24 stores. As of March 22, 1998, the Company had 77
stores in its developmental pipeline comprised of 12 stores under construction,
17 leases signed, 31 leases in negotiation and 17 sites for which letters of
intent had been executed. Further, the Company had 37 stores in its acquisition
pipeline, comprised of nine existing laundromats for which it was negotiating
purchase agreements and 28 existing laundromats for which it was negotiating
letters of intent. In addition, the Company maintains a dynamic database of
approximately 200 potential acquisition targets. For 1999 and beyond, the
Company plans to open approximately 150 stores per year primarily in new
markets. Management believes it will achieve its near and long term expansion
plans.
 
     Continue Superior Site Selection.  Based upon management's knowledge and
experience in site selection for Midas Muffler, Dunkin' Donuts, Blockbuster
Video, Boston Market and Einstein Bros. Bagels, as well as their experience in
opening the first 95 SpinCycle stores, management believes that operating from
superior real estate is an essential element in SpinCycle's ability to generate
revenue in excess of industry averages and gain and maintain market share. The
Company identifies both development sites and acquisition targets using a
systematic market analysis and a "Main and Main" strategy, whereby it seeks to
locate stores near intersections of major thoroughfares in high profile
neighborhood shopping centers or freestanding buildings in order to maximize
customer traffic and brand exposure. The Company's real estate and acquisitions
departments will continue to employ disciplined criteria in order to ensure that
SpinCycle secures the best available locations in each of its markets.
 
     Maintain Focus on Target Markets.  SpinCycle's market strategy is to
rapidly develop a "critical mass" of stores in its targeted markets by opening
stores in Company-defined trade areas that contain at least 15,000 households of
over two occupants with median household incomes between $25,000 and $35,000 and
in which at least 50% of such households rent their homes or apartments.
SpinCycle's primary customer is a working mother or female head of household
living in an apartment complex or other multi-unit housing that lacks adequate
on-site laundry facilities. Management believes this demographic is
substantially underserved and possesses growing market power, and thus affords
an attractive long-term opportunity for the Company's core services as well as
an opportunity to strategically expand into additional service and product
offerings. P&G has recognized SpinCycle as a national service provider to such
underserved market segments and has entered into a strategic relationship with
the Company to better understand such consumers' buying behavior and to
collaborate on joint product offerings. P&G is working closely with the Company
because they view SpinCycle as a strategic partner able to provide a unique
opportunity to access an underserved market segment. The Company intends to
pursue this and similar strategic alliances to leverage its knowledge base and
brand strength in its target markets.
 
COMPETITIVE STRENGTHS
 
     Management believes SpinCycle is the leading owner-operator of nationally
branded coin-operated laundromats. The Company's management believes it has the
following competitive strengths:
 
     Superior Facility and Customer Service.  SpinCycle stores have high
visibility to traffic, bright, colorful exteriors and signage and are finished
with large windows to optimize visibility into the store while providing a
 
                                       39
<PAGE>   41
 
bright and secure interior. SpinCycle stores are designed with a unique
equipment mix to optimize customer convenience and satisfaction and to maximize
profitability. The Company's stores are always staffed with at least one
customer service representative trained to follow the SpinCycle-prescribed
operations program, which emphasizes cleanliness, customer responsiveness and
equipment maintenance. SpinCycle stores are air conditioned and have multiple
color televisions with cable programming and numerous folding stations, as well
as children's play areas, bathrooms, pay telephones and snack, beverage and
laundry supply vending machines. Company compiled data indicates the Company
retains over 90% of the customers who visit its stores, a statistic that
management believes is the direct result of its superior facilities and customer
service. This data also indicates that more than 20% of SpinCycle customers have
laundry equipment in their homes, which management believes indicates that the
SpinCycle concept has increased the number of potential customers rather than
merely capturing market share from existing laundromats. In addition, management
anticipates providing value-added services such as drop off "fluff and fold"
laundry service at selected stores to further enhance customer satisfaction and
generate incremental store revenue.
 
     Industry Leader.  Management believes SpinCycle is the first owner-operator
to launch a disciplined national consolidation in the retail coin-operated
laundromat industry and has gained valuable experience in opening its first 95
stores. By being the first nationally branded operator of superior laundromat
facilities, and by effectively promoting and clustering stores in prime
locations in its targeted markets, the Company expects to rapidly achieve market
leading positions in each of its markets. Management expects the creation and
ongoing support of this leading national brand to drive significant additional
revenue and store profit as SpinCycle increasingly becomes the laundromat of
choice for consumers. In addition, the Company has already begun to experience a
dramatic shift in landlord receptivity to the SpinCycle concept. Initially,
landlords (and other retail tenants), wary of the image of a typical laundromat,
were reluctant to have SpinCycle as a tenant in desirable neighborhood shopping
centers. More recently, however, landlords (and other retail tenants) have begun
to actively encourage SpinCycle to become a tenant because of direct and
observed experiences that SpinCycle stores can increase customer traffic as its
customers typically spend two hours in and around the store while doing their
laundry. As the Company has grown, it has begun to experience benefits in
sourcing acquisition opportunities and to realize purchasing economies on
equipment and supplies.
 
     Attractive Store Economics.  Management believes that a Developed Store
becomes a Mature Store after approximately one year of operation. Typically, new
Developed Stores ramp up very quickly, generating approximately 45% of per
period Mature Store net revenue during their first period of operation, and
becoming Store EBITDA positive after only three periods. The Company expects an
average 4,000 square foot Developed Store, once it has become a Mature Store, to
generate approximately $382,000 in annual revenue and approximately $130,000 in
annual Store EBITDA, resulting in a margin of approximately 34.0%. As of March
22, 1998, the average cost to develop its last 20 Developed Stores was
approximately $617,000 per unit, of which approximately $300,000 is attributable
to laundry and ancillary equipment. The Company expects its average Acquired
Store to generate approximately $306,000 in annual revenue and $105,000 in
annual Store EBITDA and to cost approximately $420,000, representing
approximately 4.0x to 5.0x Store EBITDA, pro forma for the Company's anticipated
level of store operating expenses (or 3.0x to 4.0x historical Store EBITDA) plus
approximately $40,000 of conversion expenses.
 
     Advanced Systems and Controls.  SpinCycle brings superior MIS and cash
controls to a highly fragmented, unprofessionally managed industry. SpinCycle's
advanced systems allow the Company to monitor daily revenue and machine
utilization in each of its stores, exercise centralized cash and management
control and compile and analyze critical marketing and operations data. For
example, the Company has refined the mix of machines in its stores based on data
gathered from existing stores and expects to customize its systems to enable the
implementation of variable pricing to boost off-peak customer traffic, revenues
and profitability. The Company's MIS also allow management to reconcile each
machine activation to cash collected, identify non-performing machines and
coordinate efficient machine maintenance. Additionally, Brinks Incorporated and
other service companies work in concert with the Company to further mitigate the
risk inherent in a cash business. As a result of its superior controls, the
Company has experienced annual shrinkage of less than 0.50%.
 
                                       40
<PAGE>   42
 
     Experienced Management.  The Company has achieved its leadership position
and established a national presence by hiring a management team with experience
in finance, development, operations and multi-unit rollouts on a national scale.
SpinCycle is professionally managed as four integrated business segments: (i)
real estate, (ii) operations, (iii) MIS and (iv) acquisitions. Members of
management have significant expertise in all of these disciplines. The Company's
real estate/acquisitions department includes professionals with significant site
selection experience at several other multi-unit concepts including Midas
Muffler, Dunkin' Donuts, Blockbuster Video and Boston Chicken and includes
professionals seasoned in corporate and real estate finance. The operations
department includes senior management from Long John Silver's and Rent-A-
Center, a rent-to-own multi-unit operation whose target customer closely mirrors
SpinCycle's target customer. The Company's MIS department includes several
professionals with extensive experience in building a "hub and spoke" wide area
network and in developing computer systems for operations. Management believes
this experience affords the Company a competitive advantage in rolling out and
managing a nationwide chain.
 
SPINCYCLE CUSTOMERS
 
     SpinCycle believes that identification and satisfaction of its customers is
paramount to its success. SpinCycle has devoted significant resources to the
identification of its core customer and has tailored its operations, store
construction and marketing to the needs of such customers. SpinCycle believes
that it is the first owner-operator of coin-operated laundromats which has
devoted such attention to the identification and satisfaction of its core
customer base. Specifically, SpinCycle has gathered data on its core customer
base through in-store customer surveys and focus group surveys of potential,
existing and previous SpinCycle customers. SpinCycle has utilized in-store
promotions to encourage participation in its surveys and has used nationally
recognized third-party consulting firms to assist in its focus group surveys.
Such studies have been undertaken in several of SpinCycle's existing markets
with the focus on identification of current and potential customers and the
ranking of their needs and preferences pertaining to coin-operated laundromat
usage.
 
     A November 1997 analysis of approximately 21,000 SpinCycle customers
revealed the following characteristics about SpinCycle customers:
 
     - Approximately 70% are female, many of which are the head of their
       household
 
     - Approximately 73% are between 18 and 39 years old
 
     - Over 70% live in households that have more than two children
 
     - Approximately 78% rent their dwellings
 
     - Approximately 62% live in apartment units
 
     - Approximately 20% own a washer and dryer
 
     - On average, 61% reside within one mile and approximately 75% reside
       within three miles of the SpinCycle store visited
 
     - Average annual household incomes range between $25,000 and $35,000
 
     - Visit a SpinCycle store for approximately two hours and approximately
       every ten days
 
     - Spend an average of approximately $10 per visit
 
     SpinCycle's research regarding its existing customers, potential customers
and past customers is undertaken in order to allow the Company to continue to
deliver a superior facility and superior customer service. SpinCycle has also
used this information to tailor its store design and the services provided to
accommodate market specific needs of its customers. It is this attention to
customer needs that the Company believes results in the Company's ability to
retain 90% of its users.
 
INDUSTRY OVERVIEW
 
     The retail coin-operated laundromat industry is over 50 years old and has
been characterized by steady, non-cyclical demand and a relatively minimal
degree of technological innovation. Today, the industry is characterized by (i)
fragmented store ownership, (ii) small, unattractive stores and (iii) limited
customer service. According to a 1997 Coin Laundry Association survey there are
approximately 30,000 laundromats nationwide, 89% of which are owned by owners of
fewer than three stores, and only 4% of which are owned by
 
                                       41
<PAGE>   43
 
owners of more than five stores. Nationwide, over 84% of the coin-operated
laundromats are less than 4,000 square feet, with the average laundromat size
being approximately 2,480 square feet.
 
     The average annual revenue generated by a laundromat in the United States
is $151,000 and only 6% of laundromats generate greater than $300,000 in annual
revenues. The average store has 33 washers and 19 dryers and the typical
equipment mix includes over 57% top load machines which have a significantly
shorter life and are less profitable to operate than front load machines.
 
     The lack of any substantial owner-operators of coin-operated laundromats
has created an industry characterized by stores lacking in consistency,
security, cleanliness and service capability. Additionally, typical operators
rarely reinvest in their stores after making their initial investment, resulting
in a deteriorating stock of retail coin-operated laundromats.
 
CURRENT OPERATIONS AND PLANNED EXPANSION
 
     The Company's current operations and its planned expansion focus on rapidly
achieving a "critical mass" of SpinCycle stores in its targeted markets.
Management's expertise has allowed, and is expected to continue to allow, the
Company to employ rigorous, standard criteria to development, acquisitions and
operations in order to achieve a steady, repeatable store performance. As of
March 22, 1998, the Company had opened 95 stores in 20 markets across the United
States. Of these 95 stores, the Company developed 60 stores and purchased 35
stores. During the balance of 1998, management expects to open approximately 130
additional stores, half of which it expects to develop and half of which it
expects to acquire. By the end of 2002, the Company expects to have
approximately 700 stores. Continuing its current expansion strategy, half of
this estimated growth is expected to be through acquisition and the other half
will be accomplished through developing new stores. The following map summarizes
the current states and markets in which the Company operates as well as the
states and markets which the Company intends to enter through 1999:
 
                                [SPIN CYCLE MAP]
 
SPINCYCLE ECONOMICS
 
     Current Store Economics.  As of March 22, 1998, the Company was operating
48 Mature Stores, 16 of which were Developed Stores and 32 of which were
Acquired Stores.
 
                                       42
<PAGE>   44
 
     For the period ended March 22, 1998, on average, the 16 Developed Stores
generated approximately $29,500 of net period revenue and approximately $9,400
of period Store EBITDA, for annualized net revenue and Store EBITDA of
approximately $384,000 and $123,000 per store, respectively. The average cost to
open such Developed Stores was approximately $800,000 per store with an average
store size of 5,680 square feet. As of March 22, 1998, the average cost to open
the last 20 Developed Stores, which average 4,338 square feet, was approximately
$617,000 per store.
 
     For the period ended March 22, 1998, on average, the 32 Acquired Stores
generated approximately $22,200 of period net revenue and approximately $6,500
of period Store EBITDA, for annualized net revenue and Store EBITDA of
approximately $289,000 and $84,000 per store, respectively. The average cost to
acquire these stores was approximately $478,000 per store, including retrofit
and conversion expenses.
 
     Projected Store Economics.  The Company expects its projected Developed
Stores will average 4,000 square feet and will generate approximately $382,000
in annual net revenue and approximately $130,000 in annual Store EBITDA, once
such stores become Mature Stores. By reducing average store size the Company
expects to be able to reduce its annual rent expenses and increase Store EBITDA
by an average of approximately $10,000. The reduction in store size is not
expected to result in lower revenue because the Company's 4,000 square foot
store generally has substantially the same machine mix as its larger stores. The
Company expects its projected Developed Stores to cost approximately $607,000
per store.
 
     The Company expects its average projected Acquired Store to generate
approximately $306,000 in annual net revenue and $105,000 in annual Store
EBITDA. The increase in projected Acquired Store net revenue and Store EBITDA
over current Acquired Store performance reflects actual Acquired Store
performance adjusted for the performance of three such stores that were
undergoing substantial renovation during the period ended March 22, 1998. The
Company projects that the average cost to acquire stores will be approximately
$460,000 per store, including retrofit expenditures.
 
     If management achieves its 1998 expansion plans there will be over 225
SpinCycle stores operating at year end 1998 which management expects to generate
in the aggregate, once such units have become Mature Stores, approximately $79.8
million of revenue and $25.0 million of Store EBITDA.
 
     Some of the Company's assumptions inevitably will not materialize, and
unanticipated events and circumstances may occur; therefore, actual results
achieved will vary from the results indicated. Such variations may be material.
The prospective financial information included in this Prospectus has been
prepared by, and is the responsibility of, the Company's management. Price
Waterhouse LLP has neither examined nor compiled the accompanying prospective
financial information and, accordingly, Price Waterhouse LLP does not express an
opinion or any other form of assurance with respect thereto. The Price
Waterhouse LLP report included in this Prospectus relates to the Company's
historical financial information. It does not extend to the prospective
financial information and should not be read to do so.
 
SPINCYCLE'S EXPANSION STRATEGY
 
     Through 1998 and beyond, the Company intends to expand upon its leading
position in the national retail coin-operated laundromat industry through a
systematic two-pronged approach of opportunistic development and consolidation.
SpinCycle intends to continue to expand in 1998 primarily within its 20 existing
markets as well as in additional markets in 1999 and beyond.
 
     SpinCycle approaches expansion methodically, utilizing its knowledge of the
SpinCycle customer as the basis for its growth. Whether acquiring or developing
locations within existing or new markets, the Company bases its expansion
decisions on a careful examination of the market. Based upon demographic studies
analyzing the concentration of the typical SpinCycle customer, the Company
determines its target markets and defined trade areas within these markets and
opportunistically develops or acquires stores that meet, or can be converted in
order to meet, SpinCycle's target store economics. Management believes such an
approach to expansion allows the Company to rapidly achieve a leading position
within markets that support the SpinCycle concept.
 
                                       43
<PAGE>   45
 
     Market Plan.  SpinCycle considers its market plan the first step in its
expansion process. Based on management's understanding of its core customer,
SpinCycle identifies markets that contain a base of its target customers
sufficient to support a critical mass of SpinCycle stores. Once a market of such
size is identified, SpinCycle gathers detailed demographic information to define
individual trade areas that the Company believes encompass the majority of
potential SpinCycle customers in the overall market. Finally, SpinCycle
identifies all eligible development sites and acquisition candidates within
these defined trade areas that are best suited to service the trade area.
Markets are identified using detailed third party demographic information
including population density, median household income, average household size
and age, renter/owner ratios and annual laundromat spending densities.
 
     SpinCycle considers a trade area sufficient if it has a population density
of at least 15,000 households with a median household income ranging from
$25,000 to $35,000 per year, average household size of greater than two
occupants, a renter-occupied housing percentage of at least 50% and annual
laundromat spending densities in excess of $1.0 million. The Company defines
trade areas by, among other criteria, six to seven minute average drive times to
the potential site, geographic barriers, traffic patterns and major
thoroughfares. Once the trade areas are defined, the Company's real estate
professionals, aided by local real estate brokers, gather information on
competition, traffic counts and patterns, locations of high traffic retailers
(such as discount stores and grocery stores) and the locations of retailers
which cater to a customer base similar to SpinCycle's (such as dollar stores,
rent-to-own stores and check-cashing stores). Such information is used to create
the real estate strategy for a particular trade area. After mapping this
information, the real estate professionals identify (i) key intersections for
potential SpinCycle locations and (ii) potential acquisition candidates within
the trade area.
 
     Development.  Once the market plan is complete and all trade areas are
defined, the Company's regional real estate professional develops a list of all
potential SpinCycle sites within the given trade areas. Key factors in
identifying potential SpinCycle sites are store visibility and profile, access,
size, signage, parking, location, economics, expected transaction timing and
estimated store volume. Several tours of the trade area are performed to ensure
that the Company evaluates all available sites. Concurrently, the real estate
team begins negotiations to lease desired space and to secure tenant improvement
contributions by the landlord and/or evaluate potential acquisitions. The
typical SpinCycle lease is for a ten year term with four five year renewal
options with 10-12% rent escalation every five years.
 
     Once potential development sites are identified, the Company's regional
real estate professional and regional construction manager prepare a development
budget for each store at its particular site. If the store can be developed
within budgeted criteria, the site is submitted for final field approval by the
Chief Development Officer. Upon completion of field approval, a comprehensive
site evaluation package is submitted for approval by SpinCycle's senior
management.
 
     Once a site is approved, the Company's nationwide network of general
contractors, design firms and architectural firms allows SpinCycle to quickly
and accurately customize it to the SpinCycle format while minimizing development
overrun costs. The Company typically requires a minimum of three bids for any
construction project. The Company's regional construction managers are usually
familiar with the work of the contractors they engage thus further helping to
ensure a timely, consistent and high quality build-out. By coordinating
construction efforts through Company construction professionals, management
believes it has been able to realize significant development cost savings
through on-going improvements in site design and engineering.
 
     Acquisitions.  SpinCycle targets the acquisition of existing laundromats
which (i) enhance SpinCycle's rapid achievement of critical mass in targeted
markets and allow strategic consolidation of local competitors, (ii) eliminate
duplicative development efforts, (iii) provide immediate mature cash flow and
(iv) can be easily converted to SpinCycle's store concept. SpinCycle sources
acquisitions through its regional real estate professionals, advertising in
industry trade journals, contacts provided by equipment manufacturers and
distributors and referrals from other sellers. Additionally, because the typical
laundromat owner has historically lacked an exit strategy, SpinCycle often
receives unsolicited inquiries from potential sellers.
 
                                       44
<PAGE>   46
 
During 1997, SpinCycle acquired 27 laundromats in seven markets. As of March 22,
1998, the Company was negotiating the acquisition of nine laundromats and was
negotiating letters of intent to acquire 28 laundromats.
 
     SpinCycle utilizes a proprietary financial model based on utility
consumption rates and machine mix to verify the historical revenue information
provided by a potential acquisition candidate. Additionally, a thorough analysis
of a potential acquisition candidate's competitive position within its trade
area helps to ensure the Company's ability to sustain such historical cash
flows. The Company has typically purchased stores at a 4.0x-5.0x Store EBITDA,
pro forma for the Company's anticipated expense levels (or 3.0x-4.0x historical
Store EBITDA), although from time to time the Company has acquired, and expects
that in the future it will acquire, existing laundromats based upon other
strategic considerations.
 
OPERATIONS
 
     Once a store is opened, SpinCycle believes that its manner of operations
distinguishes it from its competition. Key components of SpinCycle's operating
strategy include (i) heavy emphasis on customer satisfaction and superior
facility maintenance, (ii) facility security and (iii) loss prevention through
management controls. SpinCycle considers customer satisfaction paramount in its
efforts to build a successful chain of branded coin-operated laundromats. To
ensure customer satisfaction, SpinCycle expends significant resources training
store employees to provide consistent and reliable store appearance,
extraordinary customer service and facility maintenance.
 
     Customer Satisfaction and Facility Maintenance.  SpinCycle has established
high quality standards in an industry characterized by its lack of attention to
customer service and satisfaction. Management believes its equipment
configuration and store design is unique and ensures customer satisfaction by
providing a pleasant in-store experience and minimizing the time necessary to
complete full laundry cycles. Stores generally are open from 7:00 a.m. to 10:00
p.m. daily, with some stores open for extended hours. Several Acquired Stores
are open 24 hours.
 
     Facility cleanliness and customer service are hallmarks of the Company's
operations. Store employees regularly clean all elements of the facility.
Employees are trained according to the Company's prescribed program to execute
precisely a scheduled and highly structured daily cleaning program of the
machines and the entire physical plant and to provide superior levels of
customer service by assisting customers with all matters of machine usage and
laundry care, thus further enhancing the customer's satisfaction.
 
     SpinCycle also strives to keep all of its equipment in good working order.
The Company's success in machine maintenance results from its insistence upon
purchasing high quality commercial washers and dryers and training in-store
staff to execute routine maintenance programs. Approximately 80% of the washers
in a SpinCycle store are front load washers, which management believes are more
durable and more efficient to operate than top loaders. Store employees are also
trained to troubleshoot machine problems before referring matters to service
technicians. The Company's next generation proprietary store control system is
currently under development and is expected to be site-tested in the second
quarter of 1998. Future enhancements include the ability to remotely monitor and
diagnose maintenance issues and to provide maintenance personnel access to the
maintenance history of each machine and an advance indication of the nature of a
problem in order to ensure that service technicians have the parts necessary to
complete a service call.
 
     Facility Security.  SpinCycle places significant emphasis on providing a
store that is safe and secure both for customers and employees. A substantial
component of SpinCycle's target customers -- women in urban neighborhoods --
have indicated that safety is a paramount concern. To provide a secure facility
and thereby promote employee and customer safety, the Company typically uses the
following precautionary measures: video surveillance and monitoring systems,
armored car services, panic buttons in every store, safety training and well
lighted interiors and exteriors. In addition, SpinCycle's store attendants
monitor the safety and security of the store.
 
     Management Controls.  SpinCycle installs a network interface card ("NIC")
in each of its washers and dryers. These cards are connected to a personal
computer in the store which polls the individual NIC's, creating a local area
network ("LAN"). The LAN in each store is linked via modem to the Company's
 
                                       45
<PAGE>   47
 
headquarters enabling management to track daily performance of each machine at
each store and thereby constantly evaluate actual store performance versus
budgeted levels. Such tracking also enables the real estate and operations
departments to evaluate overall market strategy and make necessary adjustments
in the site criteria used to make future real estate decisions.
 
     The store control system records each machine activation and downloads this
information to corporate headquarters nightly. Cash management involves a
process of daily coin collection by employees, who then deposit the cash into a
store safe. The cash is then collected by Brinks Incorporated or another armored
car service. The collected amount is reconciled against the Company's data
collected from the store control system. SpinCycle's cash handling procedures
are designed to minimize the risk to employees as well as the potential for
theft, as theft is detectable from the daily reconciliation reports. The
implementation of these cash handling procedures has allowed the Company to
maintain annual shrinkage of less than 0.50%. In addition to providing an
effective auditing mechanism, the system also assists management in making
staffing, operating and security decisions, as well as determining optimal
machine mix and configuration.
 
MARKETING
 
     The Company believes that a significant amount of its per store customer
base is generated through brand identification and word of mouth, but SpinCycle
also actively markets to increase a store's market penetration. SpinCycle's
store marketing strategy typically includes a grand opening program, in-store
signage and ongoing promotions. A store's grand opening program generally
commences four weeks prior to opening a store and includes banners, facility
tours with community leaders and promotional partnerships with local businesses
and civic organizations, including the United Negro College Fund, the Boys and
Girls Club and community churches. A direct mail promotional incentive is
generally sent to potential customers to raise awareness and interest in the
SpinCycle concept. After a store has been operating for several months, the
Company may run additional promotions such as a "Half Off Wash" or "Free Dry" to
generate additional customer visits. The Company has found that such promotions
drive significant additional customer traffic and result in a permanent increase
in its customer base, thus increasing revenue following such promotions. The
Company uses in-store signage to teach its customers about the advantages of
SpinCycle's unique machine mix (e.g., using a double load front load washer
versus a single load top loader) and facility. Other marketing initiatives have
included focus groups, billboard advertising and community outreach programs.
 
     SpinCycle actively promotes off-peak usage by offering mid-week specials
such as reduced wash or dry prices. SpinCycle's next generation store control
system is expected to allow for remote price changing, which is expected to
enable corporate management to run mid-week price reductions and other
promotions from SpinCycle headquarters. Management believes that this capability
should help the Company to substantially increase non-peak hour demand for its
equipment and generate significant incremental revenue.
 
COMPETITION
 
     Although there is no single chain of laundromats with which the Company
competes on a national basis, the Company experiences significant competition in
all of its markets from local "mom and pop" operators and, in some markets, from
regional chains. For example, in Texas, the Company competes against KwikWash,
which is a chain of over 150 stores owned by Coinmach Corporation, a publicly
traded company. While Coinmach Corporation has substantially greater resources
than the Company, KwikWash stores are on average smaller and, management
believes, deliver significantly inferior service than the Company's prototype
store delivers. The Company also competes against other laundry services
available to potential customers, including laundry facilities available in
their homes or apartment buildings and independently owned neighborhood
coin-operated laundromats. Laundry facilities at apartment buildings are often
maintained by route operators whose resources are also often substantially
greater than the Company's.
 
     Management believes that the principal competitive factors in the retail
coin laundry industry are convenient location, adequate parking, a varied
equipment mix, functioning machines, attended facilities and customer
satisfaction. Management believes it is superior to its competitors in each
regard. See "Risk Factors -- Competition."
 
                                       46
<PAGE>   48
 
EMPLOYEES
 
     As of March 22, 1998, the Company had 497 total employees of whom 314 are
full time and 183 are part-time. Each of the Company's full-time employees is
eligible for medical benefits, which management believes helps the Company hire
and retain the best available employees. The Company's part-time employees work
primarily in the Company's stores and are engaged primarily in customer service
functions.
 
FACILITIES
 
     The Company leases its approximately 15,500 square foot corporate office in
Scottsdale, Arizona pursuant to a five year lease, expiring July 2002.
 
                                       47
<PAGE>   49
 
                                   MANAGEMENT
 
EXECUTIVE OFFICERS AND DIRECTORS
 
     The following table sets forth the age and position of the executive
officers and directors of the Company:
 
<TABLE>
<CAPTION>
NAME                                       AGE                        POSITION
----                                       ---                        --------
<S>                                        <C>    <C>
Peter L. Ax..............................  39     Chief Executive Officer and Chairman of the Board
Bruce D. Mosby...........................  48     Chief Operating Officer
Christopher A. Lombardi..................  37     Chief Development Officer
James R. Puckett.........................  36     Chief Financial Officer
                                                  Chief Information Officer, Vice President,
Patrick H. Boyer.........................  35     Finance
Alfredo Brener...........................  46     Director
Dean Buntrock............................  66     Director
James E. Hutton..........................  59     Director
John H. Muehlstein.......................  42     Director
Peer Pedersen............................  73     Director
John Wallace.............................  37     Director
</TABLE>
 
     Peter L. Ax has been the Chief Executive Officer since January 1998 and the
Chairman of the Board since March 1998. From December 1996 to January 1998 Mr.
Ax was Chief Financial Officer and was Vice Chairman of the Board from December
1996 until March 1998. Mr. Ax also currently serves as a Director of Medgroup,
Inc., a privately held physician management company. From March 1995 to December
1996, Mr. Ax served as Head of the Private Equity Division and Senior Vice
President of Lehman Brothers. From March 1994 to March 1995, Mr. Ax was
responsible for the private placement of fixed income securities on the fixed
income syndicate desk at Lehman Brothers. From September 1991 to March 1994, Mr.
Ax served in the Investment Banking Division of PaineWebber, Inc. Mr. Ax has an
M.B.A. from The Wharton School at the University of Pennsylvania, a J.D. from
the University of Arizona and a B.S. from the University of Arizona and is a
C.P.A.
 
     Bruce D. Mosby has been the Chief Operating Officer since December 1996.
From August 1993 to December 1996, Mr. Mosby was Senior Vice President of
Eastern Division Operations for Long John Silver's, Inc., where he was
responsible for 305 company-owned restaurants. From September 1991 to August
1993, Mr. Mosby served as Zone Vice President for Sbarro, Inc., where he was
responsible for operating 125 restaurants. Previously, Mr. Mosby had been
President and Chief Executive Officer of Diet Center, Inc., and was Vice
President of Franchising with Jenny Craig Weight Loss, Inc. Mr. Mosby has a B.S.
from Cornell University.
 
     Christopher A. Lombardi has been the Chief Development Officer since March
1996. From May 1994 to March 1996, Mr. Lombardi served as Vice President of
Development of Northstar Restaurants, Inc., a franchise area developer for
Boston Chicken, Inc., where he coordinated and directed the real estate
selection and construction in developing 54 stores in 22 months. From May 1990
to May 1994, Mr. Lombardi served as Franchise Operations Manager for Blockbuster
Video, Inc. During his four years at Blockbuster, Mr. Lombardi's territory grew
from 29 to 79 stores in the midwestern United States and western Canada. Mr.
Lombardi has a B.A. from the University of Chicago.
 
     James R. Puckett has been the Chief Financial Officer since May 1998.
Previously he was Vice President of Corporate Development from May 1997 to May
1998. From June 1995 to May 1997, Mr. Puckett was a senior member of the Real
Estate Finance Group in the Fixed Income Division of Donaldson, Lufkin &
Jenrette, Inc. where he was responsible for underwriting debt securities. From
July 1990 to May 1997, Mr. Puckett served in the Investment Banking Division of
PaineWebber, Inc. Previously, Mr. Puckett served in the Corporate Finance
Department of Drexel Burnham Lambert Incorporated where he was responsible for
underwriting equity and debt securities and merger and advisory assignments. Mr.
Puckett has a B.A. from the University of New Mexico.
 
                                       48
<PAGE>   50
 
     Patrick H. Boyer has been the Chief Information Officer and Vice President,
Finance since May 1998, He was Chief Financial Officer from March 1998 to May
1998. Previously, Mr. Boyer was the Chief Information Officer from March 1996
until March 1998 and was the Vice President of Finance from March 1996 to August
1997. From July 1994 to March 1996, Mr. Boyer was President of Portable Systems
Solutions, Inc., a management information systems consulting firm. From August
1992 to June 1994, Mr. Boyer was National Sales Manager for Lisa Frank, Inc., a
stationery and school supply manufacturer. Previously, Mr. Boyer had been
Controller at Hogue Printing, Inc. and worked at Arthur Andersen and Co. and
Andersen Consulting. Mr. Boyer has an M.B.A. from the University of Missouri and
a B.A. from Trinity University.
 
     Alfredo Brener has been a Director since June 1996. Since 1987 Mr. Brener
has been President and Chief Executive Officer of American Breco Corporation
Texas, Inc., a Houston-based diversified holding company. Mr. Brener is the
former Chairman of the Board of Boys Market, Inc., a Los Angeles-based
supermarket chain; Grupo Mexicano de Video, S.A. de C.V., the Blockbuster Mexico
franchisee; Discovery Zone de Mexico, S.A. de C.V., the Discovery Zone Mexico
franchisee; and a director of Fiesta Mart Supermarket, a Houston-based
supermarket chain. Mr. Brener is also a director of E-Stamp Corp. and Super
Stand Entertainment Co.
 
     Dean Buntrock has been a Director since January 1998. Mr. Buntrock was the
founder and Chairman of the Board of Waste Management, Inc. from 1968 to July
1997 and was its Chief Executive Officer from 1968 until June 1996 and from
February 1997 until July 1997. Mr. Buntrock was Chairman of the Board of
Wheelabrator Technologies, Inc. from March 1997 until April 1998. Mr. Buntrock
was also a director of Boston Chicken, Inc., WM International, First National
Bank of Chicago and Stone Container Corp.
 
     James E. Hutton has been a Director since April 1996. Since June 1993 Mr.
Hutton has been Vice President of Operations for Burrel Professional Labs, Inc.
Mr. Hutton serves on the boards of Indiana Federal Savings Bank; North Coast
Distributing Company, a Miller Beer distributor; and T. P. Orthodontics, a
manufacturer of orthodontic prosthesis devices. From 1973 to 1993 Mr. Hutton was
a tax partner with Geo. S. Olive & Co., a public accounting firm. Previously,
Mr. Hutton was with the accounting firm of Dogan, Roby & Company. Mr. Hutton is
a C.P.A.
 
     John H. Muehlstein has been a Director since April 1997. Since 1986, Mr.
Muehlstein has been a Partner of Pedersen & Houpt, P.C., Chicago, Illinois,
counsel to the Company. Mr. Muehlstein's practice focuses on private capital
transactions and corporate finance. Mr. Muehlstein is a director of Blue Rhino
Corporation and Einstein/Noah Bagel Corp. Mr. Muehlstein is a nephew of Mr.
Pedersen, another director of the Company.
 
     Peer Pedersen has been a Director since November 1997. Mr. Pedersen has
been a partner of the law firm Pedersen & Houpt, P.C. for the past 40 years and
is its Chairman and Managing Partner. Mr. Pedersen is also a director of Boston
Chicken, Inc., Latin American Growth Fund, Tennis Corporation of America,
Extended Stay America, Inc. and Waste Management, Inc. where he is a member of
the Compensation Committee. Mr. Pedersen is an uncle of Mr. Muehlstein, another
director of the Company.
 
     John Wallace has been a Director since June 1996.  From June 1996 to
September 1997, Mr. Wallace was a Regional Vice President -- Real Estate for the
Company. From March 1994 to March 1996, Mr. Wallace served as a Director in the
Corporate Finance/Merchant Banking Department at First Southwest Company. In
1986 Mr. Wallace founded and, from 1986 to 1989, he served as the President of
Houston Video Enterprises, which had the rights to Blockbuster Video franchises
for the Houston area. During this period Mr. Wallace assisted with the opening
of 12 company-owned video superstores and 40 additional franchise stores. In
1990, Mr. Wallace and several equity partners formed Grupo Mexicano de Video,
S.A. de C.V. which held the franchise rights to Blockbuster Video in Mexico. Mr.
Wallace served as the General Director from 1990 through 1993, during which time
Grupo Mexicano de Video opened in excess of 80 stores throughout Mexico.
 
                                       49
<PAGE>   51
 
DIRECTOR COMPENSATION
 
     Currently, the Company's directors receive no cash compensation for serving
on the Board of Directors. They do, however, receive reimbursement for expenses
reasonably incurred in connection with their service to the Company as
directors. There is also a Non-Employee Director Stock Option Plan pursuant to
which as of July 1 of each year each non-employee director is entitled to a
grant of an option to purchase 20 shares of Common Stock which vest over three
years on each anniversary of the grant date. The initial grants under the plan
vested immediately. To date, options to purchase 100 shares have been granted to
the directors under the Non-Employee Director Stock Option Plan, all of which
were vested.
 
COMMITTEES OF THE BOARD OF DIRECTORS
 
     The Board of Directors has an Audit Committee (the "Audit Committee"), a
Compensation and Organization Committee (the "Compensation Committee") and a
Finance Committee (the "Finance Committee"). The Audit Committee is composed of
Messrs. Hutton and Brener. The Audit Committee is responsible for reviewing the
scope of the independent auditors' examinations of the Company's financial
statements and receiving and reviewing their reports. The Audit Committee also
meets with the independent auditors, receives recommendations or suggestions for
changes in accounting procedures and initiates or supervises any special
investigations it may choose to undertake. The Compensation Committee is
composed of Messrs. Buntrock, Muehlstein and Pedersen. Messrs. Muehlstein and
Pedersen are members of the law firm of Pedersen & Houpt, P.C. which serves as
counsel to the Company. See "Certain Transactions." The Compensation Committee
determines the Company's policies with respect to the nature and amount of all
compensation of the Company's executive officers and administers the Company's
employee option plans. The Finance Committee is composed of Messrs. Buntrock,
Pedersen and Wallace. The Finance Committee is responsible for overseeing the
Company's borrowing and capital raising activities.
 
EXECUTIVE COMPENSATION
 
     Summary Compensation Table.  The following table sets forth the
compensation paid by the Company during the year ended December 28, 1997 to the
Company's Chief Executive Officer and its four other executive officers with
annual compensation of $100,000 or more (collectively, the "Named Executive
Officers"). The Company did not grant stock appreciation rights or stock options
to any Named Executive Officer during the year ended December 28, 1997.
 
<TABLE>
<CAPTION>
                                                                               LONG-TERM COMPENSATION
                                                 ANNUAL COMPENSATION         ---------------------------
                                           -------------------------------   SECURITIES
                                                                 OTHER       UNDERLYING
                                                                 ANNUAL        STOCK         ALL OTHER
                                  FISCAL   SALARY    BONUS    COMPENSATION    OPTIONS       COMPENSATION
NAME AND PRINCIPAL POSITION        YEAR      ($)    ($)(1)       ($)(2)         (#)             ($)
---------------------------       ------   ------   ------    ------------   ----------     ------------
<S>                               <C>      <C>      <C>       <C>            <C>            <C>
Patrick A. Clifton..............   1997    200,000   44,167      36,900           --            --
  Chief Executive Officer          1996    158,027       --
  and Chairman(3)                  1995         --       --
Peter L. Ax.....................   1997    150,000  450,000(4)        --(5)  8,038(6)(7)        --
  Chief Financial Officer          1996         --       --
  and Vice Chairman(8)             1995         --       --
Bruce D. Mosby..................   1997    200,000       --      33,300      4,038(7)           --
  Chief Operating Officer          1996         --   40,000
                                   1995         --       --
Christopher A. Lombardi.........   1997    110,640   25,000      32,300      2,038(7)           --
  Chief Development Officer        1996     79,414   20,000
                                   1995         --       --
Patrick H. Boyer................   1997     86,650   25,000      40,700      2,038(7)           --
  Chief Information Officer        1996     67,965   16,875
                                   1995         --       --
</TABLE>
 
                                       50
<PAGE>   52
 
---------------
(1) As of year end 1997, the Company accrued $338,754 for bonuses for all
    employees for fiscal 1997. In May 1998, the Compensation Committee agreed to
    pay cash bonuses to the senior executive officers as follows: Mr. Ax,
    $50,000; Mr. Lombardi, $25,000; and Mr. Boyer, $25,000 (of which $22,800 was
    guaranteed). Mr. Clifton's bonus has been paid and is not part of the
    accrual.
 
(2) The amounts presented for each of the Named Executive Officers are comprised
    primarily of relocation compensation related to the Company's move to
    Arizona and automobile allowances.
 
(3) Mr. Clifton was Chief Executive Officer of the Company until his resignation
    on January 21, 1998; he was Chairman of the Board of Directors until his
    resignation on February 27, 1998. The Company has agreed to pay Mr. Clifton
    $200,000 in annual compensation plus medical benefits for him and his
    immediate family through February 2001 pursuant to a severance agreement
    dated February 27, 1998.
 
(4) In April 1997, the Company paid Mr. Ax $400,000 for services rendered prior
    to joining the Company in connection with the private offer and sale of the
    Company's Series B Stock. Mr. Ax was engaged by the Company in lieu of
    engaging an investment bank as placement agent.
 
(5) Mr. Ax received perquisites and other personal benefits in addition to
    salary, cash bonuses and other annual compensation. The amounts of such
    perquisites and other personal benefits are not shown because the aggregate
    amount of such compensation, if any, for Mr. Ax during the 1997 fiscal year
    did not exceed the lesser of $50,000 or 10% of total salary and bonus
    reported for such executive officer.
 
(6) As a founder of the Company, Mr. Ax was granted an option to purchase 8,000
    shares of Common Stock at $125.00 per share. These options vest over time
    upon attaining certain performance goals, provided, however, that if such
    goals are not attained by December 15, 2001 such options shall be fully
    vested. Mr. Clifton waived his rights to similar options in his severance
    agreement dated February 27, 1998.
 
(7) Each of Messrs. Ax, Mosby, Lombardi and Boyer were granted fully vested
    options to purchase 38 shares of Common Stock in connection with their
    respective agreements to relocate to Arizona.
 
(8) Effective January 21, 1998, Mr. Ax became Chief Executive Officer of the
    Company. Effective March 4, 1998, Mr. Ax became Chairman of the Company.
 
OPTION EXERCISES AND FISCAL YEAR END OPTION VALUES
 
     The following table sets forth certain information with respect to the
value of the stock options held by the Named Executive Officers at December 28,
1997. No Named Executive Officer exercised any stock options or stock
appreciation rights during the year ended December 28, 1997 or had any stock
appreciation rights outstanding at December 28, 1997.
 
                         FISCAL YEAR END OPTION VALUES
 
<TABLE>
<CAPTION>
                                                        NUMBER OF SECURITIES
                                                             UNDERLYING
                                                            UNEXERCISED            VALUE OF UNEXERCISED
                                                             OPTIONS AT            IN-THE-MONEY OPTIONS
                                                            DECEMBER 28,             AT DECEMBER 28,
                                                             1997(#)(1)                 1997($)(2)
                                                        --------------------       --------------------
                                                        VESTED     UNVESTED        VESTED     UNVESTED
                                                        ------     --------        ------     --------
<S>                                                     <C>        <C>             <C>        <C>
Patrick A. Clifton....................................     --           --             --           --
Peter L. Ax...........................................     38        8,000(3)          --      600,000
Bruce D. Mosby........................................    838        3,200         60,000      240,000
Christopher A. Lombardi...............................    438        1,600         30,000      120,000
Patrick H. Boyer......................................    438        1,600         30,000      120,000
</TABLE>
 
---------------
(1) All of the options granted to the Named Executive Officers were granted
    under the 1995 Option Plan (as defined). The options granted were for shares
    of the Company's Common Stock. Unless otherwise noted, the options granted
    to the Named Executive Officers vest 20% on each anniversary of the grant.
 
                                       51
<PAGE>   53
 
(2) With the exception of the vested options for 38 shares of Common Stock
    granted to Messrs. Ax, Mosby, Lombardi and Boyer with an exercise price of
    $200.00 per share, each of the options granted to the Named Executive
    Officers is exercisable at a price of $125.00 per share of Common Stock.
 
(3) Mr. Ax's options vest upon attainment of certain performance goals,
    provided, however that if such goals are not attained by December 15, 2001,
    such options shall be fully vested.
 
EMPLOYMENT AGREEMENTS
 
     The Company has entered into employment agreements with each of Messrs. Ax
and Lombardi. Mr. Ax's agreement, effective as of December 1, 1996 has a term of
four years with automatic one year extensions thereafter, subject to the
provision of at least six months written notice by either party. The agreement
includes a one year post-termination non-competition clause. If Mr. Ax is
terminated by the Company for any other reason except for "cause" as defined in
the agreement, Mr. Ax is entitled to salary and benefits for the remainder of
the term of the agreement, including any bonuses accrued but unpaid as of the
date of termination. In the event of a merger, consolidation or sale of all or
substantially all of the Company's assets, or a reorganization or
recapitalization pursuant to which at least a majority of the equity investment
and voting control is the same as the Company's, the Company may assign its
obligations under the agreement to the surviving or purchasing entity. The terms
of the employment agreement between the Company and Mr. Lombardi is
substantially the same as with Mr. Ax.
 
1995 AMENDED AND RESTATED STOCK OPTION PLAN
 
     The Company adopted a stock option plan in 1995, which was amended and
restated in 1997 (the "1995 Option Plan") to attract, retain and motivate
selected employees and officers of the Company. The 1995 Option Plan was
approved by the stockholders of the Company in June 1997. Pursuant to the 1995
Option Plan, options to purchase up to 42,724 shares of the Company's Common
Stock may be granted to employees or consultants to the Company. The 1995 Option
Plan is administered by the Compensation Committee which determines the persons
who are to receive options and the number of shares subject to each option. As
of the consummation of the Private Placement, options covering an aggregate of
25,573 shares of Common Stock were outstanding, of which 6,785 were vested and
none had been exercised.
 
NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
 
     In 1997, the Company adopted a non-employee director stock option plan (the
"Director Option Plan") to attract and compensate non-employee directors of the
Company. The Director Option Plan was approved by the stockholders of the
Company in June 1997. The Company has reserved 2,000 shares of Common Stock for
issuance under the Director Option Plan effective upon the consummation of the
Private Placement. Pursuant to the plan, all non-employee directors as of the
effective date of the Director Option Plan (July 1, 1997) and as of the first
board meeting after the annual stockholders meeting of each year beginning in
1998 are entitled to a grant of options to purchase 20 shares of Common Stock at
a price per share equal to the fair market value per share of the Common Stock
as of the grant date. The initial grants under the plan vested immediately;
subsequent grants vest over three years on each anniversary of the grant dates.
As of April 1, 1998, options to purchase 100 shares have been granted under the
Director Option Plan, all of which were vested. See "-- Director Compensation."
 
                                       52
<PAGE>   54
 
                             PRINCIPAL STOCKHOLDERS
 
     The following table sets forth certain information regarding beneficial
ownership of the capital stock of the Company as of June 14, 1998 by (i) each
person known by the Company to own beneficially more than 5% of the Company's
capital stock; (ii) each director of the Company; (iii) each Named Executive
Officer; and (iv) all executive officers and directors as a group.
 
<TABLE>
<CAPTION>
                                                              NUMBER OF SHARES
                                                              OF CAPITAL STOCK
                                                                BENEFICIALLY       PERCENT OF
NAME                                                              OWNED(1)        VOTING RIGHTS
----                                                          ----------------    -------------
<S>                                                           <C>                 <C>
DIRECTORS AND EXECUTIVE OFFICERS:
Dean Buntrock(2)............................................       25,675              8.26%
Peer Pedersen(3)............................................       24,551              7.89
Peter L. Ax(4)(13)..........................................        8,655              2.78
John Wallace(5).............................................        2,900                 *
Patrick H. Boyer(6)(13).....................................        2,038                 *
Christopher A. Lombardi(7)(13)..............................        2,038                 *
James R. Puckett(8)(13).....................................        1,720                 *
Bruce D. Mosby(9)(13).......................................        1,638                 *
James E. Hutton(10).........................................        1,073                 *
John H. Muehlstein(11)......................................          804                 *
Alfredo Brener(12)..........................................           20                 *
                                                                  -------             -----
          Total for Directors and Executive Officers........       71,112             22.86%
                                                                  =======             =====
OTHER BENEFICIAL OWNERS:
Howard C. Warren(14)........................................       23,681              7.61
William Farley(15)..........................................       18,730              6.02
                                                                  -------             -----
          Total for All Beneficial Owners (13 persons)......      113,523             36.50%
                                                                  =======             =====
</TABLE>
 
---------------
 *  Less than 1%.
 
(1) Includes shares of Common Stock, Series A Stock, Series B Stock, Series C
    Stock, vested options to purchase Common Stock and options to purchase
    Common Stock which will vest within 60 days.
 
(2) Includes 4,319 shares of Series C Stock and 432 shares of Common Stock held
    by Mr. Buntrock, 386 shares of Series A Stock and 2,421 shares of Series B
    Stock held by Mr. Buntrock's wife, and 772 shares of Series A Stock, 4,842
    shares of Series B Stock, 11,366 shares of Series C Stock and 1,137 shares
    of Common Stock held by The Butterfield Group L.L.C., of which Mr.
    Buntrock's wife is the manager. The business address of Mr. Buntrock is 300
    East Eighth Street, Hinsdale, Illinois 60521.
 
(3) Includes 4,352 shares of Series A Stock, 9,684 shares of Series B Stock,
    9,559 shares of Series C Stock and 956 shares of Common Stock. The business
    address of Mr. Pedersen is 161 North Clark Street, Suite 3100, Chicago,
    Illinois 60601.
 
(4) Includes 450 shares of Series C Stock, 8,167 shares of Common Stock and
    vested options to purchase 38 shares of Common Stock held by Mr. Ax.
 
(5) Includes 2,880 shares of Series A Stock and vested options to purchase 20
    shares of Common Stock held by Mr. Wallace. The business address of Mr.
    Wallace is 3542 Ella Lee Lane, Houston, Texas 77027.
 
(6) Includes 1,200 shares of Common Stock and vested options to purchase 838
    shares of Common Stock held by Mr. Boyer.
 
(7) Includes 1,200 shares of Common Stock and vested options to purchase 838
    shares of Common Stock held by Mr. Lombardi.
 
(8) Includes vested options to purchase 1,720 shares of Common Stock held by Mr.
    Puckett.
 
                                       53
<PAGE>   55
 
(9) Includes 800 shares of Common Stock and vested options to purchase 838
    shares of Common Stock held by Mr. Mosby.
 
(10) Includes 800 shares of Series A Stock, 230 shares of Series C Stock, 23
     shares of Common Stock and vested options to purchase 20 shares of Common
     Stock held by Mr. Hutton. The business address of Mr. Hutton is 1311
     Merrilville Road, Crown Point, Indiana 46307.
 
(11) Includes 484 shares of Series B Stock, 273 shares of Series C Stock and 27
     shares of Common Stock held jointly by Mr. Muehlstein and his wife. Mr.
     Muehlstein also has vested options to purchase 20 shares of Common Stock.
     Mr. Muehlstein's business address is 161 North Clark Street, Suite 3100,
     Chicago, Illinois 60601.
 
(12) Includes vested options to purchase 20 shares of Common Stock held by Mr.
     Brener. The business address of Mr. Brener is 5 Post Oak Park, Suite 2560,
     Houston, Texas 77027.
 
(13) The address of each such person is 15990 N. Greenway/Hayden Loop, Suite
     400, Scottsdale, Arizona 85260.
 
(14) Includes 4,351 shares of Series A Stock, 9,684 shares of Series B Stock,
     8,769 shares of Series C Stock and 877 shares of Common Stock. Mr. Warren's
     business address is 420 Green Bay Road, Suite 103, Kenilworth, Illinois
     60043.
 
(15) Includes 579 shares of Series A Stock, 3,632 shares of Series B Stock,
     1,136 shares of Series C Stock and 114 shares of Common Stock held by the
     Fruit of the Loom, Inc. Senior Executive Officer Deferred Compensation
     Trust of which Mr. Farley is the sole member of the Pension Investment
     Committee of the Board of Directors of Fruit of the Loom, Inc., which
     maintains sole voting power and investment power over these shares; 386
     shares of Series A Stock and 2,421 shares of Series B Stock held by
     Retirement Program of Farley Inc. of which Mr. Farley is the sole member of
     the Pension Investment Committee; 579 shares of Series A Stock and 3,632
     shares of Series B Stock held by Farley Inc. of which Mr. Farley is the
     sole owner; 3,410 shares of Series C Stock and 341 shares of Common Stock
     held by FTL Investments Inc. of which Mr. Farley is the Chairman and Chief
     Executive Officer; and 2,273 Shares of Series C Stock and 227 shares of
     Common Stock held by the Fruit of the Loom Pension Trust of which Mr.
     Farley is the sole member of each Pension Investment Committee that has
     sole voting power and investment power over these shares. Mr. Farley's
     business address is 233 South Wacker Drive, Chicago, Illinois 60606.
 
                              CERTAIN TRANSACTIONS
 
     In April 1997, the Company paid Mr. Ax, Chairman and Chief Executive
Officer of the Company, a fee in the amount of $400,000 for services rendered
prior to joining the Company in connection with the private offer and sale of
the Company's Series B Stock. Mr. Ax was engaged by the Company in lieu of
engaging an investment bank as placement agent.
 
     In March 1997, Mr. Pedersen, a director of the Company, executed a personal
guarantee on behalf of the Company in favor of Associated Bank in connection
with an $8.0 million loan by Associated Bank to the Company. The loan was repaid
in April 1997 and Mr. Pedersen's guarantee was released. Mr. Pedersen did not
receive any consideration for executing the guarantee.
 
     In April 1997, Messrs. Buntrock and Pedersen, directors of the Company,
either directly or through their affiliates, each purchased $1,936,816 of Series
B Stock from the Company. Messrs. Buntrock and Pedersen purchased these shares
on the same terms and conditions as all other purchasers of Series B Stock.
 
     In April 1998, Messrs. Buntrock and Pedersen, either directly or through
their affiliates, purchased $1,950,300 and $2,000,020 of Series C Units,
comprised of Series C Stock and shares of Common Stock.
 
     Messrs. Muehlstein and Pedersen are partners and members of the management
committee of the law firm of Pedersen & Houpt, P.C., which has served as counsel
to the Company since March 1997. In that connection, the firm has been paid fees
for services rendered.
 
                                       54
<PAGE>   56
 
                       DESCRIPTION OF THE HELLER FACILITY
 
GENERAL
 
     Concurrently with the closing of the Private Placement, the Company entered
into the Heller Facility with Heller as agent. The Heller Facility consists of a
revolving credit facility in an aggregate principal amount of $40.0 million that
will mature on April 28, 2002.
 
     Indebtedness under the Heller Facility is secured by a first priority
security interest upon (i) all of the Company's now owned and hereafter acquired
real and personal property and all proceeds thereof and (ii) all general
intangibles and other intangible assets (including, without limitation,
trademarks and trade names) of the Company, if any, and proceeds thereof.
 
REVOLVING CREDIT FACILITY
 
     The Heller Facility consists of a revolving credit facility in an aggregate
principal amount of $40.0 million. The Company will be entitled to draw amounts
under the Heller Facility, subject to availability pursuant to a borrowing base
formula based upon income from store operations and net book value of laundry
equipment, in order to fund ongoing working capital, capital expenditures and
general corporate purposes.
 
INTEREST RATES
 
     Interest will accrue on the loans with reference to the base rate (the
"Base Rate") plus 0.50%. The Company may elect that all or a portion of the
loans bear interest at the LIBOR rate (the "LIBOR Rate") plus 2.75%. The Base
Rate is defined as, on any date, the "Bank Prime Loan" rate published by the
Board of Governors of the Federal Reserve System plus 0.50%. The LIBOR Rate is
defined as an amount equal to the rate posted on the Reuters Screen LIBO Page on
the day which is three business days prior to the first day of such interest
period.
 
COVENANTS
 
     The Heller Facility contains certain covenants and other requirements of
the Company. In general, the affirmative covenants provide for mandatory
reporting by the Company of financial and other information to the agent and
notice by the Company to the agent upon the occurrence of certain events.
 
     The Heller Facility also contains certain negative covenants and
restrictions on actions by the Company including, without limitation,
restrictions on indebtedness, liens, guarantee obligations, mergers, asset
dispositions, certain payments, transactions with affiliates, entering other
lines of business and amendments of the terms of other indebtedness. The Heller
Facility requires the Company to meet certain financial covenants including a
fixed charge coverage ratio subject to availability dropping below a certain
threshold and covenants requiring maintenance of average Mature Store EBITDA,
minimum Mature Store EBITDA and minimum unused availability.
 
EVENTS OF DEFAULT
 
     The Heller Facility specifies certain customary events of default
including, without limitation, non-payment of principal, interest or fees,
violation of covenants, inaccuracy of representations and warranties in any
material respect, cross default to certain other indebtedness and agreements,
bankruptcy and insolvency events, material judgments and liabilities and
unenforceability of certain documents under the Heller Facility. The events of
default under the Heller Facility are substantially similar to the events of
default under the Indenture with certain exceptions.
 
     The description of the Heller Facility set forth above is qualified in its
entirety by the complete text of the documents entered into therewith.
 
                                       55
<PAGE>   57
 
                          DESCRIPTION OF THE NEW NOTES
 
GENERAL
 
     The Old Notes have been, and the New Notes will be issued under an
Indenture, dated as of April 29, 1998 (the "Indenture"), between the Company and
Norwest Bank Minnesota, N.A., as Trustee (the "Trustee"). The form and terms of
the Old Notes are substantially identical to the form and terms of the New Notes
described herein, except that the offer of the New Notes will have been
registered under the Securities Act and, therefore, the New Notes will not bear
legends restricting the transfer thereof.
 
     The following is a summary of certain provisions of the Indenture and the
New Notes, a copy of which Indenture and the form of New Notes is available upon
request to the Company at the address set forth under "Available Information."
The following summary of certain provisions of the Indenture and the New Notes
does not purport to be complete and is subject to, and is qualified in its
entirety by reference to, all the provisions of the Indenture, and those terms
made a part thereof by reference to the Trust Indenture Act, and the New Notes,
including the definitions of certain terms therein.
 
     The New Notes will be issued only in fully registered form, without
coupons, in denominations of $1,000 principal amount at maturity and any
integral multiple of $1,000. See "Book Entry, Delivery and Form." No service
charge shall be made for any registration of transfer or exchange of New Notes,
but the Company may require payment of a sum sufficient to cover any transfer
tax or other similar governmental charge payable in connection therewith.
 
TERMS OF THE NEW NOTES
 
     The Notes are unsecured senior obligations of the Company, limited to
$144,990,000 aggregate principal amount at maturity, and will mature on May 1,
2005. Except as described below, no cash interest will accrue on the New Notes
prior to May 1, 2001, although for U.S. federal income tax purposes a
significant amount of original issue discount, taxable as ordinary income, will
be recognized by a Holder as such discount accrues from the Issue Date through
May 1, 2005. Cash interest will accrue on the New Notes at the rate per annum
shown on the cover page hereof from May 1, 2001 or from the most recent date to
which interest has been paid or provided for, payable semi-annually to Holders
of record at the close of business on the April 15 or October 15 immediately
preceding the interest payment date on May 1 and November 1 of each year,
commencing November 1, 2001. Interest will be calculated on the basis of a
360-day year consisting of twelve 30-day months. The Company will pay interest
on overdue principal at 1% per annum in excess of such rate, and it will pay
interest on overdue installments of cash interest at such higher rate to the
extent lawful. If, after this Registration Statement is declared effective, such
Registration Statement ceases to be effective or usable in certain
circumstances, cash interest may accrue on the New Notes.
 
OPTIONAL REDEMPTION
 
     Except as set forth in the following paragraph, the New Notes will not be
redeemable at the option of the Company prior to May 1, 2002. Thereafter, the
New Notes will be redeemable, at the Company's option, in whole or in part, at
any time or from time to time, upon not less than 30 nor more than 60 days'
prior notice mailed by first class mail to each Holder's registered address, at
the following redemption prices (expressed in percentages of principal amount at
maturity), plus accrued interest to the redemption date (subject to the right of
Holders of record on the relevant record date to receive interest due on the
relevant interest payment date), if redeemed during the 12-month period
commencing on May 1 of the years set forth below:
 
<TABLE>
<CAPTION>
                                                             REDEMPTION
PERIOD                                                         PRICE
------                                                       ----------
<S>                                                          <C>
2002.......................................................   106.375%
2003.......................................................   103.188
2004 and thereafter........................................   100.000
</TABLE>
 
                                       56
<PAGE>   58
 
     In addition, at any time and from time to time prior to May 1, 2001, the
Company may redeem in the aggregate up to 35% of the Accreted Value of the Notes
with the proceeds of one or more Public Equity Offerings following which there
is a Public Market, at a redemption price of 112.750% of the Accreted Value to
the date of redemption; provided, however, that at least $94.2 million of the
aggregate principal amount at maturity of the Notes must remain outstanding
after each such redemption.
 
     In the case of any partial redemption, selection of the Notes for
redemption will be made by the Trustee on a pro rata basis, by lot or by such
other method as the Trustee in its sole discretion shall deem to be fair and
appropriate, although no Note of $1,000 in principal amount at maturity or less
shall be redeemed in part. If any Note is to be redeemed in part only, the
notice of redemption relating to such Note shall state the portion of the
principal amount thereof to be redeemed. A new Note in principal amount equal to
the unredeemed portion thereof will be issued in the name of the Holder thereof
upon cancellation of the original Note.
 
RANKING
 
     The indebtedness evidenced by the New Notes will be senior unsecured
obligations of the Company ranking pari passu in right of payment with all other
senior unsecured Indebtedness of the Company (including the Old Notes, if any)
and senior to all Subordinated Obligations. The Notes will be effectively
subordinated to all Secured Indebtedness of the Company, if any, to the extent
of the value of the assets securing such Indebtedness and to all Indebtedness
and other obligations (including trade payables) of the Company's future
Subsidiaries, if any.
 
     As of March 22, 1998, after giving effect to the issuance of the Notes and
the application of the proceeds therefrom, the Company's unsecured Indebtedness
would have been approximately $94.4 million. Although the Indenture contains
limitations on the amount of additional Indebtedness that the Company may incur,
under certain circumstances the amount of such Indebtedness could be substantial
and, in any case, such Indebtedness may be Secured Indebtedness or Indebtedness
of the Company's future Subsidiaries, if any. See "-- Certain
Covenants -- Limitation on Indebtedness" and "-- Limitation on Indebtedness and
Preferred Stock of Restricted Subsidiaries."
 
CHANGE OF CONTROL
 
     Upon the occurrence of any of the following events (each a "Change of
Control"), each Holder shall have the right to require that the Company
repurchase such Holder's New Notes at a purchase price in cash equal to 101% of
the Accreted Value thereof plus accrued and unpaid interest, if any, to the date
of purchase (subject to the right of Holders of record on the relevant record
date to receive interest due on the relevant interest payment date):
 
          (i) any "person" (as such term is used in Sections 13(d) and 14(d) of
     the Exchange Act), other than one or more Permitted Holders, is or becomes
     the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the
     Exchange Act, except that for purposes of this clause (i) such person shall
     be deemed to have "beneficial ownership" of all shares that such person has
     the right to acquire, whether such right is exercisable immediately or only
     after the passage of time), directly or indirectly, of more than 35% of the
     total voting power of the then outstanding Voting Stock of the Company;
     provided, however, that for purposes of this clause (i), the Permitted
     Holders shall be deemed to beneficially own any Voting Stock of a
     corporation (the "specified corporation") held by any other corporation
     (the "parent corporation") so long as one or more of the Permitted Holders
     beneficially own (as so defined), directly or indirectly, in the aggregate
     a majority of the voting power of the Voting Stock of the parent
     corporation;
 
          (ii) during any period of two consecutive years after the Company's
     initial Public Equity Offering, individuals who at the beginning of such
     period constituted the Board of Directors (together with any new directors
     whose election by such Board of Directors or whose nomination for election
     by the stockholders of the Company was approved by a vote of 66 2/3% of the
     directors of the Company 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 then in office; or
 
                                       57
<PAGE>   59
 
          (iii) the merger or consolidation of the Company with or into another
     Person or the merger of another Person with or into the Company, or the
     sale of all or substantially all the assets of the Company to another
     Person (in each case other than a Person that is controlled by the
     Permitted Holders), and, in the case of any such merger or consolidation,
     the securities of the Company that are outstanding immediately prior to
     such transaction and which represent 100% of the aggregate voting power of
     the Voting Stock of the Company are changed into or exchanged for cash,
     securities or property, unless pursuant to such transaction such securities
     are changed into or exchanged for, in addition to any other consideration,
     securities of the surviving corporation or a parent corporation that owns
     all of the capital stock of such corporation that represent immediately
     after such transaction, at least a majority of the aggregate voting power
     of the Voting Stock of the surviving corporation or such parent
     corporation, as the case may be.
 
     Within 30 days following any Change of Control, unless notice of redemption
of the New Notes has been given pursuant to the provisions of the Indenture
described under "-- Optional Redemption" above, the Company shall mail a notice
to the Trustee and to each Holder stating: (1) that a Change of Control has
occurred and that such Holder has the right to require the Company to purchase
such Holder's New Notes at a purchase price in cash equal to 101% of the
Accreted Value thereof plus accrued and unpaid interest, if any, to the date of
purchase (subject to the right of Holders of record on the relevant record date
to receive interest on the relevant interest payment date); (2) the
circumstances and relevant facts regarding such Change of Control; (3) the
repurchase date (which shall be no earlier than 30 days nor later than 60 days
from the date such notice is mailed); and (4) the instructions determined by the
Company, consistent with the covenant described hereunder, that a Holder must
follow in order to have its New Notes purchased.
 
     The Company shall comply, to the extent applicable, with the requirements
of Section 14(e) of the Exchange Act and any other securities laws or
regulations in connection with the repurchase of New Notes pursuant to the
covenant described hereunder. To the extent that the provisions of any
securities laws or regulations conflict with the provisions of the covenant
described hereunder, the Company shall comply with the applicable securities
laws and regulations and shall not be deemed to have breached its obligations
under the covenant described hereunder by virtue thereof.
 
     The Change of Control purchase feature is a result of negotiations between
the Company and the Initial Purchaser. Management has no present intention to
engage in a transaction involving a Change of Control, although it is possible
that the Company would decide to do so in the future. Subject to the limitations
discussed below, the Company could, in the future, enter into certain
transactions, including acquisitions, refinancings or other recapitalizations,
that would not constitute a Change of Control under the Indenture, but that
could increase the amount of Indebtedness outstanding at such time or otherwise
affect the Company's capital structure or credit ratings. Restrictions on the
ability of the Company to incur additional Indebtedness are contained in the
covenants described under "-- Certain Covenants -- Limitation on Indebtedness"
and "-- Limitation on Indebtedness and Preferred Stock of Restricted
Subsidiaries." Such restrictions can only be waived with the consent of the
Holders of a majority in principal amount at maturity of the Notes then
outstanding. Except for the limitations contained in such covenants, however,
the Indenture will not contain any covenants or provisions that may afford
Holders protection in the event of a highly leveraged transaction.
 
     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 delivered by Holders 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 purchase price when due will give the Trustee and the
Holders the rights described under "-- Defaults."
 
     The existence of a Holder's right to require the Company to offer to
repurchase such Holder's Notes upon a Change of Control may deter a third party
from acquiring the Company in a transaction which constitutes a Change of
Control.
 
     The Heller Credit Agreement contains, and future indebtedness of the
Company may contain, prohibitions on the occurrence of certain events that would
constitute a Change of Control or require such indebtedness to be repaid or
repurchased upon a Change of Control. Moreover, the exercise by the Holders of
 
                                       58
<PAGE>   60
 
their right to require the Company to repurchase the Notes could cause a default
under such indebtedness, even if the Change of Control itself does not, due to
the financial effect of such repurchase on the Company. Finally, the Company's
ability to pay cash to the Holders following the occurrence of a Change of
Control may be limited by the Company's then existing financial resources. There
can be no assurance that sufficient funds will be available when necessary to
make any required repurchases. The provisions under the Indenture relating to
the Company's obligation to make an offer to repurchase the Notes as a result of
a Change of Control may be waived or modified with the written consent of the
Holders of a majority in principal amount of the Notes.
 
CERTAIN COVENANTS
 
     The Indenture contains covenants including, among others, the following:
 
          Limitation on Indebtedness.  (a) The Company shall not incur, directly
     or indirectly, any Indebtedness unless, on the date of such incurrence and
     after giving effect thereto, the Consolidated Coverage Ratio exceeds 2.0 to
     1.0.
 
          (b) Notwithstanding the foregoing paragraph (a), the Company may Incur
     any or all of the following Indebtedness:
 
             (1) Indebtedness Incurred pursuant to the Heller Credit Agreement
        or any other credit or loan agreement in an aggregate principal amount
        which, when taken together with all letters of credit and the principal
        amount of all other Indebtedness Incurred pursuant to this clause (1)
        and then outstanding, does not exceed $40.0 million;
 
             (2) Indebtedness owed to and held by a Wholly Owned Subsidiary;
        provided, however, that any subsequent issuance or transfer of any
        Capital Stock which results in any such Wholly Owned Subsidiary ceasing
        to be a Wholly Owned Subsidiary or any subsequent transfer of such
        Indebtedness (other than to another Wholly Owned Subsidiary) shall be
        deemed, in each case, to constitute the Incurrence of such Indebtedness
        by the Company;
 
             (3) the Notes;
 
             (4) Indebtedness outstanding on the Issue Date (other than
        Indebtedness described in clause (1), (2) or (3) of this covenant);
 
             (5) Refinancing Indebtedness in respect of Indebtedness Incurred
        pursuant to paragraph (a) or pursuant to clause (3) or (4) or this
        clause (5) or pursuant to the covenant described under "-- Limitation on
        Indebtedness and Preferred Stock of Restricted Subsidiaries" below;
 
             (6) Hedging Obligations consisting of Interest Rate Agreements
        directly related to Indebtedness permitted to be Incurred by the Company
        pursuant to the Indenture;
 
             (7) Indebtedness of the Company consisting of obligations in
        respect of purchase price adjustments in connection with the acquisition
        or disposition of assets by the Company or any Restricted Subsidiary
        permitted under the Indenture;
 
             (8) Capital Lease Obligations and Attributable Debt of the Company
        with respect to Sale/Leaseback Transactions in an aggregate principal
        amount not exceeding $10.0 million at any one time outstanding; and
 
             (9) Indebtedness in an aggregate principal amount which, together
        with all other Indebtedness of the Company outstanding on the date of
        such Incurrence (other than Indebtedness permitted by clauses (1)
        through (8) above or paragraph (a)), does not exceed $20.0 million at
        any one time outstanding.
 
          (c) Notwithstanding the foregoing, the Company shall not Incur any
     Indebtedness pursuant to the foregoing paragraph (b) if the proceeds
     thereof are used, directly or indirectly, to Refinance any
 
                                       59
<PAGE>   61
 
     Subordinated Obligations unless such Indebtedness shall be subordinated to
     the Notes to at least the same extent as such Subordinated Obligations.
 
          (d) For purposes of determining compliance with the covenant entitled
     "-- Limitation on Indebtedness," (i) in the event that an item of
     Indebtedness meets the criteria of more than one of the types of
     Indebtedness described above, the Company, in its sole discretion, will
     classify such item of Indebtedness and only be required to include the
     amount and type of such Indebtedness in one of the above clauses and (ii)
     an item of Indebtedness may be divided and classified in more than one of
     the types of Indebtedness described above.
 
          Limitation on Indebtedness and Preferred Stock of Restricted
     Subsidiaries.  The Company shall not permit any Restricted Subsidiary to
     Incur, directly or indirectly, any Indebtedness or Preferred Stock except:
 
             (a) Indebtedness or Preferred Stock issued to and held by the
        Company or a Wholly Owned Subsidiary; provided, however, that any
        subsequent issuance or transfer of any Capital Stock which results in
        any such Wholly Owned Subsidiary ceasing to be a Wholly Owned Subsidiary
        or any subsequent transfer of such Indebtedness or Preferred Stock
        (other than to the Company or a Wholly Owned Subsidiary) shall be
        deemed, in each case, to constitute the issuance of such Indebtedness or
        Preferred Stock by the issuer thereof;
 
             (b) Indebtedness or Preferred Stock of a Restricted Subsidiary
        Incurred and outstanding on or prior to the date on which such
        Restricted Subsidiary was acquired by the Company (other than
        Indebtedness or Preferred Stock Incurred in connection with, or to
        provide all or any portion of the funds or credit support utilized to
        consummate, the transaction or series of related transactions pursuant
        to which such Restricted Subsidiary became a Restricted Subsidiary or
        was acquired by the Company); provided, however, that on the date of
        such acquisition and after giving effect thereto, the Company would have
        been able to Incur at least $1.00 of additional Indebtedness pursuant to
        clause (a) of the covenant described under "-- Limitation on
        Indebtedness";
 
             (c) Indebtedness or Preferred Stock outstanding on the Issue Date
        (other than Indebtedness or Preferred Stock described in clauses (a) or
        (b) of this paragraph);
 
             (d) Indebtedness of any Restricted Subsidiary consisting of
        obligations in respect of purchase price adjustments in connection with
        the acquisition or disposition of assets by the Company or any
        Restricted Subsidiary permitted under the Indenture;
 
             (e) Preferred Stock which is not Disqualified Stock; provided,
        however, that such Restricted Subsidiary shall not pay cash dividends on
        such Preferred Stock; and
 
             (f) Refinancing Indebtedness Incurred in respect of Indebtedness or
        Preferred Stock referred to in clauses (b) or (c) of this paragraph or
        this clause (f); provided, however, that to the extent such Refinancing
        Indebtedness directly or indirectly Refinances Indebtedness or Preferred
        Stock of a Restricted Subsidiary described in clause (b), such
        Refinancing Indebtedness shall be Incurred only by such Restricted
        Subsidiary.
 
          Limitation on Liens.  The Company shall not, and shall not permit any
     Restricted Subsidiary to, directly or indirectly, create or permit to exist
     any Lien upon any of its property or assets, now owned or hereafter
     acquired, securing any obligation unless concurrently with the creation of
     such Lien effective provision is made to secure the Notes equally and
     ratably with such obligation for so long as such obligation is so secured;
     provided, that, if such obligation is a Subordinated Obligation, the Lien
     securing such obligation shall be subordinated and junior to the Lien
     securing the Notes with the same or lesser relative priority as such
     Subordinated Obligation shall have been with respect to the Notes. The
     preceding restriction shall not require the Company or any Restricted
     Subsidiary to secure the New Notes if the Lien consists of the following:
 
             (a) Liens created by the Indenture, Liens under the Heller Credit
        Agreement and Liens existing as of the Issue Date;
 
                                       60
<PAGE>   62
 
             (b) Permitted Liens;
 
             (c) Liens to secure Indebtedness issued by the Company for the
        purpose of financing all or a part of the purchase price of assets or
        property acquired or constructed in the ordinary course of business
        after the Issue Date; provided, however, that (a) the aggregate
        principal amount (or accreted value in the case of Indebtedness issued
        at a discount) of Indebtedness so issued shall not exceed the lesser of
        the cost or fair market value, as determined in good faith by the Board
        of Directors, of the assets or property so acquired or constructed, (b)
        the Indebtedness secured by such Liens shall have been permitted to be
        Incurred under the "-- Limitation on Indebtedness" covenant and (c) such
        Liens shall not encumber any other assets or property of the Company or
        any of its Restricted Subsidiaries other than such assets or property or
        any improvement on such assets or property and shall attach to such
        assets or property within 90 days of the construction or acquisition of
        such assets or property;
 
             (d) Liens on the assets or property of a Restricted Subsidiary
        existing at the time such Restricted Subsidiary becomes a Restricted
        Subsidiary and not issued as a result of (or in connection with or in
        anticipation of) such Restricted Subsidiary becoming a Restricted
        Subsidiary; provided, however, that such Liens do not extend to or cover
        any other property or assets of the Company or any of its other
        Restricted Subsidiaries;
 
             (e) Liens securing Capital Lease Obligations Incurred in accordance
        with the "-- Limitation on Indebtedness" covenant;
 
             (f) Liens with respect to Sale/Leaseback Transactions permitted by
        clause (b)(8) of the "-- Limitation on Indebtedness" covenant;
 
             (g) Liens securing Indebtedness issued to Refinance Indebtedness
        which has been secured by a Lien permitted under the Indenture and is
        permitted to be Refinanced under the Indenture; provided, however, that
        such Liens do not extend to or cover any property or assets of the
        Company or any of its Restricted Subsidiaries not securing the
        Indebtedness so Refinanced; or
 
             (h) Liens on assets of the Company or any of its Restricted
        Subsidiaries securing Indebtedness in an aggregate principal amount not
        to exceed $10.0 million.
 
          Limitation on Sale/Leaseback Transactions.  The Company shall not, and
     shall not permit any Restricted Subsidiary to, enter into any
     Sale/Leaseback Transaction with respect to any property unless (i) the
     Company or such Restricted Subsidiary would be (A) in compliance with the
     covenants described under "-- Limitation on Indebtedness" or "Limitation on
     Indebtedness and Preferred Stock of Restricted Subsidiaries" immediately
     after giving effect to such Sale/Leaseback Transaction and (B) entitled to
     create a Lien on such property securing the Attributable Debt with respect
     to such Sale/Leaseback Transaction without securing the New Notes pursuant
     to the covenant described under "-- Limitation on Liens," (ii) the net
     proceeds received by the Company or any Restricted Subsidiary in connection
     with such Sale/Leaseback Transaction are at least equal to the fair market
     value (as determined by the Board of Directors) of such property and (iii)
     the Company or such Restricted Subsidiary applies the proceeds of such
     transaction in compliance with the covenant described under "-- Limitation
     on Sales of Assets and Subsidiary Stock."
 
          Limitation on Restricted Payments.  (a) The Company shall not, and
     shall not permit any Restricted Subsidiary to, directly or indirectly, make
     a Restricted Payment if at the time the Company or such Restricted
     Subsidiary makes, and after giving effect to, the proposed Restricted
     Payment: (i) a Default shall have occurred and be continuing (or would
     result therefrom); (ii) the Company is not able to Incur an additional
     $1.00 of Indebtedness pursuant to paragraph (a) of the covenant described
     under "-- Limitation on Indebtedness"; or (iii) the aggregate amount of
     such Restricted Payment and all other Restricted Payments since the Issue
     Date would exceed the sum of:
 
             (A) 50% of the Consolidated Net Income accrued during the period
        (treated as one accounting period) from the beginning of the fiscal
        quarter immediately following the fiscal quarter during
 
                                       61
<PAGE>   63
 
        which the Notes were originally issued to the end of the most recently
        ended fiscal quarter for which financial statements are available at the
        time of such Restricted Payment (or, in case such Consolidated Net
        Income shall be a deficit, minus 100% of such deficit);
 
             (B) the aggregate Net Cash Proceeds received by the Company from
        capital contributions or the issuance or sale of its Capital Stock
        (other than Disqualified Stock) subsequent to the Issue Date (other than
        an issuance or sale to a Subsidiary of the Company and other than an
        issuance or sale to an employee stock ownership plan or to a trust
        established by the Company or any of its Subsidiaries for the benefit of
        its employees);
 
             (C) the amount by which Indebtedness of the Company is reduced on
        the Company's balance sheet upon the conversion or exchange (other than
        by a Subsidiary of the Company) subsequent to the Issue Date, of any
        Indebtedness of the Company for Capital Stock (other than Disqualified
        Stock) of the Company (less the amount of any cash, or the fair value of
        any other property, distributed by the Company upon such conversion or
        exchange), whether pursuant to the terms of such Indebtedness or
        pursuant to an agreement with a creditor to engage in an equity for debt
        exchange; and
 
             (D) an amount equal to the sum of (i) the net reduction in
        Investments in Unrestricted Subsidiaries resulting from dividends,
        repayments of loans or advances or other transfers of assets, in each
        case to the Company or any Restricted Subsidiary from Unrestricted
        Subsidiaries, and (ii) the portion (proportionate to the Company's
        equity interest in such Subsidiary) of the fair market value of the net
        assets of an Unrestricted Subsidiary at the time such Unrestricted
        Subsidiary is designated a Restricted Subsidiary; provided, however,
        that the foregoing sum shall not exceed, in the case of any Unrestricted
        Subsidiary, the amount of Investments previously made (and treated as a
        Restricted Payment) by the Company or any Restricted Subsidiary in such
        Unrestricted Subsidiary subsequent to the Issue Date.
 
          (b) The provisions of the foregoing paragraph (a) shall not prohibit:
 
             (i) any purchase or redemption of Capital Stock or Subordinated
        Obligations of the Company made by exchange for, or out of the proceeds
        of the substantially concurrent sale of, Capital Stock of the Company
        (other than (A) Disqualified Stock or (B) Capital Stock issued or sold
        to a Subsidiary of the Company or other than an issuance or sale to an
        employee stock ownership plan or to a trust established by the Company
        or any of its Subsidiaries for the benefit of its employees) or out of
        the proceeds of a substantially concurrent capital contribution to the
        Company; provided, however, that (x) such purchase, capital contribution
        or redemption shall be excluded in the calculation of the amount of
        Restricted Payments and (y) the Net Cash Proceeds from such sale of
        Capital Stock or capital contribution shall be excluded from clause
        (iii)(B) of paragraph (a) above;
 
             (ii) any purchase, repurchase, redemption, defeasance or other
        acquisition or retirement for value of Subordinated Obligations in whole
        or in part (including premium, if any, and accrued and unpaid interest)
        made by exchange for, or out of the proceeds of the substantially
        concurrent sale of, Indebtedness of the Company which is permitted to be
        Incurred pursuant to the covenant described under "-- Limitation on
        Indebtedness"; provided, however, that such purchase, repurchase,
        redemption, defeasance or other acquisition or retirement for value
        shall be excluded in the calculation of the amount of Restricted
        Payments; and
 
             (iii) dividends paid within 60 days after the date of declaration
        thereof if at such date of declaration such dividend would have complied
        with this covenant; provided, however, that such dividend shall be
        included in the calculation of the amount of Restricted Payments.
 
          Limitation on Restrictions on Distributions from Restricted
     Subsidiaries.  The Company shall not, and shall not permit any Restricted
     Subsidiary to, create or otherwise cause or permit to exist or become
     effective any consensual encumbrance or restriction on the ability of any
     Restricted Subsidiary to (a) pay dividends or make any other distributions
     on its Capital Stock to the Company or a Restricted Subsidiary,
 
                                       62
<PAGE>   64
 
     (b) pay any Indebtedness owed to the Company, (c) make any loans or
     advances to the Company or (d) transfer any of its property or assets to
     the Company, except:
 
             (i) any encumbrance or restriction pursuant to an agreement in
        effect at or entered into on the Issue Date;
 
             (ii) any encumbrance or restriction with respect to a Restricted
        Subsidiary pursuant to an agreement relating to any Indebtedness
        Incurred by such Restricted Subsidiary on or prior to the date on which
        such Restricted Subsidiary was acquired by the Company (other than
        Indebtedness Incurred as consideration in, or to provide all or any
        portion of the funds or credit support utilized to consummate, the
        transaction or series of related transactions pursuant to which such
        Restricted Subsidiary became a Restricted Subsidiary or was acquired by
        the Company) and outstanding on such date;
 
             (iii) any encumbrance or restriction pursuant to an agreement
        effecting a Refinancing of Indebtedness Incurred pursuant to an
        agreement referred to in clause (i) or (ii) of this covenant or this
        clause (iii) or contained in any amendment to an agreement referred to
        in clause (i) or (ii) of this covenant or this clause (iii); provided,
        however, that the encumbrances and restrictions with respect to such
        Restricted Subsidiary contained in any such refinancing agreement or
        amendment are no less favorable to the Noteholders than encumbrances and
        restrictions with respect to such Restricted Subsidiary contained in
        such agreements;
 
             (iv) any such encumbrance or restriction consisting of customary
        non-assignment provisions in leases to the extent such provisions
        restrict the transfer of the lease or sublease or the property leased or
        subleased thereunder or in purchase money financings;
 
             (v) in the case of clause (d) above, restrictions contained in
        security agreements or mortgages securing Indebtedness of a Restricted
        Subsidiary to the extent such restrictions restrict the transfer of the
        property subject to such security agreements or mortgages;
 
             (vi) encumbrances or restrictions imposed by operation of
        applicable law; and
 
             (vii) any restriction with respect to a Restricted Subsidiary
        imposed pursuant to an agreement entered into for the sale or
        disposition of all or substantially all the Capital Stock or assets of
        such Restricted Subsidiary pending the closing of such sale or
        disposition.
 
          Limitation on Sales of Assets and Subsidiary Stock.  (a) The Company
     shall not, and shall not permit any Restricted Subsidiary to, directly or
     indirectly, consummate any Asset Disposition unless (i) the Company or such
     Restricted Subsidiary receives consideration at the time of such Asset
     Disposition at least equal to the fair market value (including the value of
     all non-cash consideration), as determined in good faith by the Board of
     Directors, of the shares and assets subject to such Asset Disposition, and
     at least 75% of the consideration thereof received by the Company or such
     Restricted Subsidiary is in the form of cash or cash equivalents and (ii)
     an amount equal to 100% of the Net Available Cash from such Asset
     Disposition is applied by the Company (or such Restricted Subsidiary, as
     the case may be) (A) first, to the extent the Company elects in its sole
     discretion (or is required by the terms of any Indebtedness), to prepay,
     repay, redeem or purchase (and permanently reduce the commitments under)
     Indebtedness under the Heller Credit Agreement or that is otherwise secured
     by its assets subject to such Asset Disposition within one year from the
     later of the date of such Asset Disposition or the receipt of such Net
     Available Cash (the "Receipt Date"); (B) second, to the extent of the
     balance of such Net Available Cash after application in accordance with
     clause (A), to the extent the Company elects in its sole discretion, to
     acquire Additional Assets; provided, however, that the Company shall be
     required to commit such Net Available Cash to the acquisition of Additional
     Assets within one year from the later of the date of such Asset Disposition
     or the Receipt Date and shall be required to consummate the acquisition of
     such Additional Assets within 18 months from the Receipt Date; (C) third,
     to the extent of the balance of such Net Available Cash after application
     in accordance with clauses (A) and (B), to make an offer pursuant to
     paragraph (b) below to the Holders to purchase Notes pursuant to and
     subject to the conditions contained in the Indenture; and (D) fourth, to
     the extent of the
 
                                       63
<PAGE>   65
 
     balance of such Net Available Cash after application in accordance with
     clauses (A), (B) and (C) to any other application or use not prohibited by
     the Indenture. Notwithstanding the foregoing provisions of this paragraph,
     the Company and the Restricted Subsidiaries shall not be required to apply
     the Net Available Cash in accordance with this paragraph except to the
     extent that the aggregate Net Available Cash from all Asset Dispositions
     which is not applied in accordance with this paragraph exceeds $5 million
     (at which time, the entire unutilized Net Available Cash, and not just the
     amount in excess of $5 million, shall be applied pursuant to this
     paragraph). Pending application of Net Available Cash pursuant to this
     covenant, such Net Available Cash shall be invested in Permitted
     Investments.
 
          For the purposes of this covenant, the following are deemed to be cash
     or cash equivalents: (x) the express assumption of Indebtedness of the
     Company or any Restricted Subsidiary and the release of the Company or such
     Restricted Subsidiary from all liability on such Indebtedness in connection
     with such Asset Disposition, (y) securities received by the Company or any
     Restricted Subsidiary from the transferee that are converted by the Company
     or such Restricted Subsidiary into cash within 90 days of closing the
     transaction and (z) Temporary Cash Investments.
 
          (b) In the event of an Asset Disposition that requires the purchase of
     the Notes pursuant to clause (a)(ii)(C) above, the Company will be required
     to purchase Notes tendered pursuant to an offer by the Company for the
     Notes at a purchase price of 100% of their Accreted Value plus accrued but
     unpaid interest in accordance with the procedures (including prorating in
     the event of oversubscription) set forth in the Indenture. If the aggregate
     purchase price of Notes tendered pursuant to such offer is less than the
     Net Available Cash allotted to the purchase thereof, the Company will be
     required to apply the remaining Net Available Cash in accordance with
     clause (a)(ii)(D) above. The Company shall not be required to make such an
     offer to purchase Notes pursuant to this covenant if the Net Available Cash
     available therefor is less than $5 million (which lesser amount shall be
     carried forward for purposes of determining whether such an offer is
     required with respect to any subsequent Asset Disposition).
 
          (c) The Company shall comply, to the extent applicable, with the
     requirements of Section 14(e) of the Exchange Act and any other securities
     laws or regulations in connection with the repurchase of Notes pursuant to
     this covenant. To the extent that the provisions of any securities laws or
     regulations conflict with provisions of this covenant, the Company shall
     comply with the applicable securities laws and regulations and shall not be
     deemed to have breached its obligations under this clause by virtue
     thereof.
 
          Limitation on Affiliate Transactions.  (a) The Company shall not, and
     shall not permit any Restricted Subsidiary to, enter into any transaction
     (including the purchase, sale, lease or exchange of any property or the
     rendering of any service) with any Affiliate of the Company (an "Affiliate
     Transaction") unless the terms thereof (1) are no less favorable to the
     Company or such Restricted Subsidiary than those that could be obtained at
     the time of such transaction in a comparable transaction in arm's length
     dealings with a Person who is not such an Affiliate, (2) if such Affiliate
     Transaction involves an amount in excess of $1.0 million, (i) are set forth
     in writing and (ii) have been approved by a majority of the members of the
     Board of Directors having no material personal financial stake in such
     Affiliate Transaction and (3) if such Affiliate Transaction involves an
     amount in excess of $5.0 million, have been determined by a nationally
     recognized investment banking firm or other qualified appraiser under the
     relevant circumstances to be fair, from a financial standpoint, to the
     Company or its Restricted Subsidiary, as the case may be.
 
          (b) The provisions of the foregoing paragraph (a) shall not prohibit
     (i) any Permitted Investment or Restricted Payment permitted to be made
     pursuant to the covenant described under "-- Limitation on Restricted
     Payments," or any payment or transaction specifically excepted from the
     definition of Restricted Payment, (ii) any issuance of securities, or other
     payments, awards or grants in cash, securities or otherwise pursuant to, or
     the funding of, employment arrangements, stock options and stock ownership
     plans or any other similar arrangement heretofore or hereafter entered into
     in the ordinary course of business or consistent with past practice, (iii)
     the grant of stock options or similar rights to employees and directors
     pursuant to plans approved by the Board of Directors or the board of
     directors of the relevant Restricted Subsidiary, (iv) loans or advances to
     officers, directors or employees in the ordinary course of
 
                                       64
<PAGE>   66
 
     business, (v) the payment of reasonable fees to directors of the Company
     and its Restricted Subsidiaries who are not employees of the Company or its
     Restricted Subsidiaries, (vi) any Affiliate Transaction between the Company
     and a Wholly Owned Subsidiary or between Wholly Owned Subsidiaries, (vii)
     the purchase of or the payment of Indebtedness of or monies owed by the
     Company or any of its Restricted Subsidiaries for goods or materials
     purchased, or services received, in the ordinary course of business or
     (viii) any transaction pursuant to an agreement or arrangement in effect on
     the Issue Date.
 
          Limitation on the Sale or Issuance of Capital Stock of Restricted
     Subsidiaries.  The Company shall not sell or otherwise dispose of any
     shares of Capital Stock of a Restricted Subsidiary, and shall not permit
     any Restricted Subsidiary, directly or indirectly, to issue or sell or
     otherwise dispose of any shares of its Capital Stock except (i) to the
     Company or a Wholly Owned Subsidiary or (ii) if, immediately after giving
     effect to such issuance, sale or other disposition, such Restricted
     Subsidiary remains a Restricted Subsidiary; provided, however, that in
     connection with any such sale or disposition of Capital Stock the Company
     or any such Restricted Subsidiary complies with the covenant described
     under "-- Limitation on Sales of Assets and Subsidiary Stock."
 
          Merger and Consolidation.  The Company shall not consolidate with or
     merge with or into, or convey, transfer or lease, in one transaction or a
     series of transactions, its assets substantially as an entirety to, any
     Person, unless: (i) the resulting, surviving or transferee Person (the
     "Successor Company") shall be a Person organized and existing under the
     laws of the United States of America, any State thereof or the District of
     Columbia and the Successor Company (if not the Company) shall expressly
     assume, by an indenture supplemental thereto, executed and delivered to the
     Trustee, in form satisfactory to the Trustee, all the obligations of the
     Company under the Notes and the Indenture; (ii) immediately after giving
     effect to such transaction (and treating any Indebtedness which becomes an
     obligation of the Successor Company or any Subsidiary as a result of such
     transaction as having been Incurred by such Successor Company or such
     Subsidiary at the time of such transaction), no Default shall have occurred
     and be continuing; (iii) immediately after giving effect to such
     transaction, the Successor Company would be able to Incur an additional
     $1.00 of Indebtedness pursuant to paragraph (a) of the covenant described
     under "-- Limitation on Indebtedness"; (iv) immediately after giving effect
     to such transaction, the Successor Company shall have Consolidated Net
     Worth in an amount that is not less than the Consolidated Net Worth of the
     Company prior to such transaction minus any costs incurred in connection
     with such transaction; and (v) the Company shall have delivered to the
     Trustee an officer's certificate and an opinion of counsel, each stating
     that such consolidation, merger or transfer and such supplemental indenture
     (if any) comply with the Indenture.
 
          The Successor Company shall be the successor to the Company and shall
     succeed to, and be substituted for, and may exercise every right and power
     of, the Company under the Indenture, but the predecessor company, only in
     the case of a conveyance, transfer or lease, shall not be released from the
     obligation to pay the principal of and interest on the New Notes.
 
          SEC Reports.  Notwithstanding that the Company may not be or required
     to remain subject to the reporting requirements of Section 13 or 15(d) of
     the Exchange Act, the Company shall file with the SEC and provide within 15
     days of filing therewith to the Trustee and Noteholders such annual reports
     and such information, documents and other reports as are specified in
     Sections 13 and 15(d) of the Exchange Act and applicable to a U.S.
     corporation subject to such Sections, such information, documents and other
     reports to be so filed and provided at the times specified for the filing
     of such information, documents and reports under such Sections.
 
DEFAULTS
 
     An Event of Default is defined in the Indenture as
 
          (i) a default in the payment of interest on the Notes when due,
     continued for 30 days;
 
          (ii) a default in the payment of principal of any Note when due at its
     Stated Maturity, upon optional redemption, upon required repurchase, upon
     acceleration or otherwise;
 
                                       65
<PAGE>   67
 
          (iii) the failure by the Company to comply with its obligations under
     "-- Certain Covenants -- Merger and Consolidation" above;
 
          (iv) the failure by the Company to comply for 30 days after notice
     with any of its obligations in the covenants described above under "Change
     of Control" (other than a failure to purchase Notes) or under "-- Certain
     Covenants -- Limitation on Indebtedness," "-- Limitation on Indebtedness
     and Preferred Stock of Restricted Subsidiaries," "-- Limitation on
     Restricted Payments," "-- Limitation on Restrictions on Distributions from
     Restricted Subsidiaries," "-- Limitation on Sales of Assets and Subsidiary
     Stock," "-- Limitation on Affiliate Transactions," "-- Limitation on the
     Sale or Issuance of Capital Stock of Restricted Subsidiaries," or "-- SEC
     Reports;"
 
          (v) the failure by the Company to comply for 60 days after notice with
     its other agreements contained in the Indenture;
 
          (vi) Indebtedness of the Company or any Significant Subsidiary is not
     paid within any applicable grace period after final maturity or is
     accelerated by the Holders thereof because of a default and the total
     amount of such Indebtedness unpaid or accelerated exceeds $10.0 million and
     such non-payment continues or such acceleration is not rescinded within ten
     days after notice thereof (the "cross acceleration provision");
 
          (vii) certain events of bankruptcy, insolvency or reorganization of
     the Company or any Significant Subsidiary (the "bankruptcy provisions"); or
 
          (viii) any judgment or decree (not covered by insurance or an
     indemnity by a person other than the Company or a Restricted Subsidiary,
     which indemnitor is solvent) for the payment of money in excess of $10.0
     million is entered against the Company or any Significant Subsidiary,
     remains outstanding for a period of 60 days following such judgment and is
     not discharged, waived or stayed within 30 days after notice (the "judgment
     default provision").
 
     However, a default under clause (iv), (v), (vi) or (viii) will not
constitute an Event of Default until the Trustee or the Holders of 25% in
principal amount at maturity of the outstanding Notes notify the Company of the
default and the Company does not cure such default within the time specified
after receipt of such notice.
 
     If an Event of Default (other than the bankruptcy provisions relating to
the Company) occurs and is continuing, the Trustee or the Holders of at least
25% in principal amount at maturity of the outstanding Notes may declare the
Accreted Value of and accrued but unpaid interest on all the Notes to be due and
payable. Upon such a declaration, such principal and interest shall be due and
payable immediately. If an Event of Default relating to the bankruptcy
provisions relating to the Company occurs and is continuing, the principal of
and interest on all the 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
Holders. Under certain circumstances, the Holders of a majority in principal
amount of the outstanding Notes may rescind any such acceleration with respect
to the Notes and its consequences.
 
     Subject to the provisions of the Indenture relating to the duties of the
Trustee, in case an Event of Default occurs and is continuing, the Trustee will
be under no obligation to exercise any of the rights or powers under the
Indenture at the request or direction of any of the Holders unless such Holders
have offered to the Trustee reasonable indemnity or security against any loss,
liability or expense. Except to enforce the right to receive payment of
principal, premium (if any) or interest when due, no Holder of a New Note may
pursue any remedy with respect to the Indenture or the New Notes unless (i) such
Holder has previously given the Trustee notice that an Event of Default is
continuing, (ii) Holders of at least 25% in principal amount at maturity of the
outstanding Notes have requested the Trustee to pursue the remedy, (iii) such
Holders have offered the Trustee reasonable security or indemnity against any
loss, liability or expense, (iv) the Trustee has not complied with such request
within 60 days after the receipt thereof and the offer of security or indemnity
and (v) the Holders of a majority in principal amount at maturity of the
outstanding Notes have not given the Trustee a direction inconsistent with such
request within such 60-day period. Subject to certain restrictions, the Holders
of a majority in principal amount at maturity of the outstanding Notes are given
the right to direct the time, method and place of conducting any proceeding for
any remedy available to the Trustee or of
 
                                       66
<PAGE>   68
 
exercising any trust or power conferred on the Trustee. The Trustee, however,
may refuse to follow any direction that conflicts with law or the Indenture or
that the Trustee determines is unduly prejudicial to the rights of any other
Holder or that would involve the Trustee in personal liability.
 
     The Indenture provides that if a Default occurs and is continuing and is
known to the Trustee, the Trustee must mail to each Holder notice of the Default
within 90 days after it occurs. Except in the case of a Default in the payment
of principal of or interest on any Note, the Trustee may withhold notice if and
so long as the board of directors, the executive committee or a committee of its
trust officers determines that withholding notice is not opposed to the interest
of the Holders. In addition, the Company is required to deliver to the Trustee,
within 120 days after the end of each fiscal year, a certificate indicating
whether the signers thereof know of any Default that occurred during the
previous year. The Company also is required to deliver to the Trustee, within 30
days after the occurrence thereof, written notice of any event which would
constitute certain Defaults, their status and what action the Company is taking
or proposes to take in respect thereof.
 
AMENDMENTS AND WAIVERS
 
     Subject to certain exceptions, the Indenture may be amended with the
consent of the Holders of a majority in principal amount at maturity of the
Notes then outstanding (including consents obtained in connection with a tender
offer or exchange for the Old Notes) and any past default or compliance with any
provisions may also be waived with the consent of the Holders of a majority in
principal amount at maturity of the Notes then outstanding.
 
     Without the consent of each Holder of an outstanding Note affected thereby,
no amendment may (i) reduce the amount of Notes whose Holders must consent to an
amendment, (ii) reduce the rate of or extend the time for payment of interest on
any Note, (iii) reduce the principal or Accreted Value of or extend the Stated
Maturity of any Note, (iv) reduce the premium payable upon the redemption of any
Note or change the time at which any Note may be redeemed as described under "--
Optional Redemption" above, (v) make any Note payable in money other than that
stated in the Note, (vi) impair the right of any Holder to receive payment of
principal of and interest on such Holder's Notes on or after the due dates
therefor or to institute suit for the enforcement of any payment on or with
respect to such Holder's Notes, (vii) make any change in the amendment
provisions which require each Holder's consent or in the waiver provisions or
(viii) affect the ranking of the Notes in any material respect.
 
     Without the consent of any Holder, the Company and the Trustee may amend
the Indenture to cure any ambiguity, omission, defect or inconsistency, to
provide for the assumption by a successor corporation of the obligations of the
Company under the Indenture, to provide for uncertificated Notes in addition to
or in place of certificated Notes (provided that the uncertificated Notes are
issued in registered form for purposes of Section 163(f) of the Code, or in a
manner such that the uncertificated Notes are described in Section 163(f)(2)(B)
of the Code), to add guarantees with respect to the Notes, to secure the Notes,
to add to the covenants of the Company for the benefit of the Holders or to
surrender any right or power conferred upon the Company, to make any change that
does not adversely affect the rights of any Holder or to comply with any
requirement of the SEC in connection with the qualification of the Indenture
under the Trust Indenture Act.
 
     The consent of the Holders is not necessary under the Indenture to approve
the particular form of any proposed amendment. It is sufficient if such consent
approves the substance of the proposed amendment.
 
     After an amendment under the Indenture becomes effective, the Company is
required to mail to Holders a notice briefly describing such amendment. However,
the failure to give such notice to all Holders, or any defect therein, will not
impair or affect the validity of the amendment.
 
TRANSFER
 
     A Holder may transfer or exchange the New Notes in accordance with the
Exchange Offer and the Indenture. The Company, the Registrar and the Trustee may
require a Holder, among other things, to furnish
 
                                       67
<PAGE>   69
 
appropriate endorsements and transfer documents and the Company may require a
Holder to pay any taxes and fees required by law or permitted by the Indenture.
 
DEFEASANCE
 
     The Company at its option at any time may terminate all of its obligations
under the New Notes and the Indenture ("legal defeasance"), except for certain
obligations, including those respecting the defeasance trust and obligations to
register the transfer or exchange of the New Notes, to replace mutilated,
destroyed, lost or stolen New Notes and to maintain a registrar and paying agent
in respect of the New Notes. In addition, the Company at its option at any time
may terminate its obligations under "Change of Control" and under the covenants
described under "-- Certain Covenants" (other than the covenant described under
"-- Merger and Consolidation") (and any omission to comply with such obligations
shall not constitute a Default or Event of Default with respect to the New
Notes), the operation of the cross acceleration provision, the bankruptcy
provisions with respect to Significant Subsidiaries and the judgment default
provision described under "-- Defaults" above and the limitations contained in
clauses (iii) and (iv) of the first paragraph under "-- Certain Covenants --
Merger and Consolidation" above ("covenant defeasance").
 
     The Company may exercise its legal defeasance option notwithstanding its
prior exercise of its covenant defeasance option. If the Company exercises its
legal defeasance option, payment of the New Notes may not be accelerated because
of an Event of Default with respect thereto. If the Company exercises its
covenant defeasance option, payment of the New Notes may not be accelerated
because of an Event of Default specified in clause (iv), (vi), (vii) (with
respect only to Significant Subsidiaries) or (viii) under "-- Defaults" above or
because of the failure of the Company to comply with clause (iii) or (iv) of the
first paragraph under "-- Certain Covenants -- Merger and Consolidation" above.
 
     In order to exercise either defeasance option, the Company must irrevocably
deposit in trust (the "defeasance trust") with the Trustee money or U.S.
Government Obligations for the payment of principal of and interest on the New
Notes to redemption or maturity, as the case may be, and must comply with
certain other conditions, including delivery to the Trustee of an opinion of
counsel to the effect that Holders will not recognize income, gain or loss for
federal income tax purposes as a result of such deposit and defeasance and will
be subject to federal income tax on the same amount and in the same manner and
at the same times as would have been the case if such deposit and defeasance had
not occurred (and, in the case of legal defeasance only, such opinion of counsel
must be based on a ruling of the IRS or other change in applicable federal
income tax law).
 
SATISFACTION AND DISCHARGE
 
     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) as to all outstanding Notes when: (i) either (a)
all the Notes theretofore authenticated and delivered (except lost, stolen or
destroyed Notes which have been replaced or paid) have been delivered to the
Trustee for cancellation or (b) all Notes not theretofore delivered to the
Trustee for cancellation have become due and payable and the Company has
irrevocably deposited or caused to be deposited with the Trustee an amount in
United States dollars sufficient to pay and discharge the entire indebtedness on
the Notes not theretofore delivered to the Trustee for cancellation, for the
principal of, premium, if any, and interest to the date of deposit; (ii) the
Company has paid or caused to be paid all other sums payable under the Indenture
by the Company; and (iii) the Company has delivered to the Trustee an officers'
certificate and an opinion of counsel each stating that all conditions precedent
under the Indenture relating to the satisfaction and discharge of the Indenture
have been complied with.
 
NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS
 
     The Indenture provides that no recourse for the payment of the principal
of, premium, if any, or interest on any of the Notes or for any claim based
thereon or otherwise in respect thereof, and no recourse under or upon any
obligation, covenant or agreement of the Company in the Indenture, or in any of
the Notes or because of the creation of any Indebtedness represented thereby,
shall be had against any incorporator,
 
                                       68
<PAGE>   70
 
stockholder, officer, director, employee or controlling person of the Company or
any successor Person thereof. Each Holder, by accepting the Notes, waives and
releases all such liability. Such waiver may not be effective to waive
liabilities under the federal securities laws and it is the view of the SEC that
such waiver is against public policy.
 
CONCERNING THE TRUSTEE
 
     Norwest Bank Minnesota, N.A. is the Trustee under the Indenture and has
been appointed by the Company as Registrar and Paying Agent with regard to the
New Notes. Such bank may also act as a depository of funds for, or make loans to
and perform other services for, the Company or its affiliates in the ordinary
course of business in the future. The corporate trust office of the Trustee is
located at Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479-
0067.
 
     The Holders of a majority in principal amount at maturity of the
outstanding Notes will have the right to direct the time, method and place of
conducting any proceeding for exercising any remedy available to the Trustee,
subject to certain exceptions. The Indenture provides that if an Event of
Default occurs (and is not cured), the Trustee will be required, in the exercise
of its power, to use the degree of care of a prudent person in the conduct of
his own affairs. Subject to such provisions, the Trustee will be under no
obligation to exercise any of its rights or powers under the Indenture at the
request of any Holder of New Notes, unless such Holder shall have offered to the
Trustee security and indemnity satisfactory to it against any loss, liability or
expense and then only to the extent required by the terms of the Indenture. The
Trustee may resign at any time or may be removed by the Company. If the Trustee
resigns, is removed or becomes incapable of acting as Trustee or if a vacancy
occurs in the office of the Trustee for any cause, a successor Trustee shall be
appointed in accordance with the provisions of the Indenture.
 
     If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and the Indenture. The Indenture also
contains certain limitations on the right of the Trustee, as 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.
 
GOVERNING LAW
 
     The Indenture provides that it and the Notes will be governed by, and
construed in accordance with, the laws of the State of New York without giving
effect to applicable principles of conflicts of law to the extent that the
application of the law of another jurisdiction would be required thereby.
 
CERTAIN DEFINITIONS
 
     "Accreted Value" means, as of any date (the "Specified Date"), the amount
provided below for each $1,000 principal amount at maturity of Notes:
 
          (i) if the Specified Date occurs on one of the following dates (each,
     a "Semi-Annual Accrual Date"), the Accreted Value will equal the amount set
     forth below for such Semi-Annual Accrual Date:
 
<TABLE>
<CAPTION>
SEMI-ANNUAL ACCRUAL DATE                                        ACCRETED VALUE
------------------------                                        --------------
<S>                                                             <C>
November 1, 1998............................................      $  734.18
May 1, 1999.................................................         780.98
November 1, 1999............................................         830.77
May 1, 2000.................................................         883.73
November 1, 2000............................................         940.07
May 1, 2001.................................................       1,000.00
</TABLE>
 
          (ii) if the Specified Date occurs before the first Semi-Annual Accrual
     Date, the Accreted Value will equal the sum of (a) the original issue price
     of a Unit and (b) an amount equal to the product of (1) the Accreted Value
     for the first Semi-Annual Accrual Date less such original issue price
     multiplied by (2) a
 
                                       69
<PAGE>   71
 
     fraction, the numerator of which is the number of days from the Issue Date
     to the Specified Date, using a 360-day year of twelve 30-day months, and
     the denominator of which is the number of days elapsed from the Issue Date
     to the first Semi-Annual Accrual Date, using a 360-day year of twelve
     30-day months;
 
          (iii) if the Specified Date occurs between two Semi-Annual Accrual
     Dates, the Accreted Value will equal the sum of (a) the Accreted Value for
     the Semi-Annual Accrual Date immediately preceding such Specified Date and
     (b) an amount equal to the product of (1) the Accreted Value for the
     immediately following Semi-Annual Accrual Date less the Accreted Value for
     the immediately preceding Semi-Annual Accrual Date multiplied by (2) a
     fraction, the numerator of which is the number of days from the immediately
     preceding Semi-Annual Accrual Date to the Specified Date, using a 360-day
     year of twelve 30-day months, and the denominator of which is 180; or
 
          (iv) if the Specified Date occurs after the last Semi-Annual Accrual
     Date, the Accreted Value will equal $1,000.
 
     "Additional Assets" means (i) any property or assets (other than
Indebtedness and Capital Stock) in a Related Business, (ii) the Capital Stock of
a Person that becomes a Restricted Subsidiary as a result of the acquisition of
such Capital Stock by the Company or another Restricted Subsidiary or (iii)
Capital Stock constituting a minority interest in any Person that at such time
is a Restricted Subsidiary; provided, however, that any such Restricted
Subsidiary described in clause (ii) or (iii) above is primarily engaged in a
Related Business.
 
     "Affiliate" of any specified Person means any other Person, directly or
indirectly, controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing.
 
     "Asset Disposition" means any sale, lease, transfer or other disposition
(or series of related sales, leases, transfers or dispositions) by the Company
or any Restricted Subsidiary, including any disposition by means of a merger or
consolidation (each referred to for the purposes of this definition as a
"disposition"), of (i) any shares of Capital Stock of a Restricted Subsidiary
(other than directors' qualifying shares or shares required by applicable law to
be held by a Person other than the Company or a Restricted Subsidiary), (ii) all
or substantially all the assets of any division or line of business of the
Company or any Restricted Subsidiary, or (iii) any other assets of the Company
or any Restricted Subsidiary outside of the ordinary course of business of the
Company or such Restricted Subsidiary (other than, in the case of (i), (ii) and
(iii) above, (x) a disposition by a Restricted Subsidiary to the Company or by
the Company or a Restricted Subsidiary to a Wholly Owned Subsidiary and (y) for
purposes of the covenant described under "-- Certain Covenants -- Limitation on
Sales of Assets and Subsidiary Stock" only, a disposition that constitutes a
Restricted Payment permitted by the covenant described under "-- Certain
Covenants -- Limitation on Restricted Payments" or a disposition specifically
excepted from the definition of Restricted Payment); provided, however, that
Asset Disposition shall not include (a) a transaction or series of related
transactions for which the Company or its Restricted Subsidiaries receive
aggregate consideration less than or equal to $1.0 million or (b) the sale,
lease, conveyance, disposition or other transfer of all or substantially all of
the assets of the Company as permitted under "Certain Covenants -- Merger,
Consolidation and Sale of Assets."
 
     "Attributable Debt" in respect of a Sale/Leaseback Transaction means, as at
the time of determination, the present value (discounted at the interest rate
borne by the Notes, compounded annually) of the total obligations of the lessee
for rental payments during the remaining term of the lease included in such
Sale/Leaseback Transaction (including any period for which such lease has been
extended).
 
     "Average Life" means, as of the date of determination, with respect to any
Indebtedness or Preferred Stock, the quotient obtained by dividing (i) the sum
of the products of the numbers of years from the date of determination to the
dates of each successive scheduled principal payment of such Indebtedness or
redemption or similar payment with respect to such Preferred Stock multiplied by
the amount of such payment by (ii) the sum of all such payments.
 
                                       70
<PAGE>   72
 
     "Board of Directors" means the Board of Directors of the Company or any
committee thereof duly authorized to act on behalf of such Board.
 
     "Business Day" means each day which is not a Legal Holiday.
 
     "Capital Lease Obligations" means an obligation that is required to be
classified and accounted for as a capital lease for financial reporting purposes
in accordance with GAAP, and the amount of Indebtedness represented by such
obligation shall be the capitalized amount of such obligation determined in
accordance with GAAP; and the Stated Maturity thereof shall be the date of the
last payment of rent or any other amount due under such lease prior to the first
date upon which such lease may be terminated by the lessee without payment of a
penalty.
 
     "Capital Stock" of any Person means any and all shares, interests, rights
to purchase, warrants, options, participations or other equivalents of or
interests in (however designated) equity of such Person, including any Preferred
Stock, but excluding any debt securities convertible into such equity.
 
     "Code" means the Internal Revenue Code of 1986, as amended.
 
     "Consolidated Coverage Ratio" as of any date of determination means the
ratio of (i) 200% of the aggregate amount of EBITDA for the period of the most
recent two consecutive fiscal quarters ending at least 45 days prior to the date
of such determination to (ii) Consolidated Interest Expense for the four most
recent fiscal quarters ending at least 45 days prior to the date of such
determination; provided, however, that (1) if the Company or any Restricted
Subsidiary has Incurred any Indebtedness since the beginning of such period that
remains outstanding or if the transaction giving rise to the need to calculate
the Consolidated Coverage Ratio is an Incurrence of Indebtedness, or both,
EBITDA and Consolidated Interest Expense for such period shall be calculated
after giving effect on a pro forma basis to such Indebtedness as if such
Indebtedness had been Incurred on the first day of such period and the discharge
of any other Indebtedness repaid, repurchased, defeased or otherwise discharged
with the proceeds of such new Indebtedness as if such discharge had occurred on
the first day of such period, (2) if since the beginning of such period the
Company or any Restricted Subsidiary shall have made any Asset Disposition, the
EBITDA for such period shall be reduced by an amount equal to the EBITDA (if
positive) directly attributable to the assets which are the subject of such
Asset Disposition for such period, or increased by an amount equal to the EBITDA
(if negative) directly attributable thereto for such period and Consolidated
Interest Expense for such period shall be reduced by an amount equal to the
Consolidated Interest Expense directly attributable to any Indebtedness of the
Company or any Restricted Subsidiary repaid, repurchased, defeased or otherwise
discharged with respect to the Company and its continuing Restricted
Subsidiaries in connection with such Asset Disposition for such period (or, if
the Capital Stock of any Restricted Subsidiary is sold, the Consolidated
Interest Expense for such period directly attributable to the Indebtedness of
such Restricted Subsidiary to the extent the Company and its continuing
Restricted Subsidiaries are no longer liable for such Indebtedness after such
sale), (3) if since the beginning of such period the Company or any Restricted
Subsidiary (by merger or otherwise) shall have made an Investment in any
Restricted Subsidiary (or any Person which becomes a Restricted Subsidiary) or
an acquisition of assets, including any acquisition of assets occurring in
connection with a transaction requiring a calculation to be made hereunder,
which constitutes all or substantially all of an operating unit of a business,
EBITDA and Consolidated Interest Expense for such period shall be calculated
after giving pro forma effect thereto (including the Incurrence of any
Indebtedness) as if such Investment or acquisition occurred on the first day of
such period, (4) if since the beginning of such period any Person (that
subsequently became a Restricted Subsidiary or was merged with or into the
Company or any Restricted Subsidiary since the beginning of such period) shall
have made any Asset Disposition, Investment or acquisition of assets that would
have required an adjustment pursuant to clause (2) or (3) above if made by the
Company or a Restricted Subsidiary during such period, EBITDA and Consolidated
Interest Expense for such period shall be calculated after giving pro forma
effect thereto as if such Asset Disposition, Investment or acquisition occurred
on the first day of such period. For purposes of this definition, if pro forma
effect is to be given to an acquisition of assets, the amount of income or
earnings relating thereto and the amount of Consolidated Interest Expense
associated with any Indebtedness Incurred in connection therewith, then the pro
forma calculations shall be determined in good faith by a responsible financial
or accounting officer of the Company.
 
                                       71
<PAGE>   73
 
If any Indebtedness bears a floating rate of interest and is being given pro
forma effect, then the interest on such Indebtedness shall be calculated as if
the rate in effect on the date of determination had been the applicable rate for
the entire period (taking into account any Interest Rate Agreement applicable to
such Indebtedness if such Interest Rate Agreement has a remaining term in excess
of 12 months).
 
     "Consolidated Interest Expense" means, for any period, the total interest
expense of the Company and its consolidated Restricted Subsidiaries, plus, to
the extent not included in such total interest expense, and to the extent
incurred by the Company or its Restricted Subsidiaries without duplication, (i)
interest expense attributable to Capital Lease Obligations and one-third of the
rental expense attributable to operating leases, (ii) amortization of debt
discount and debt issuance costs, (iii) capitalized interest, (iv) non-cash
interest expense, (v) commissions, discounts and other fees and charges owed
with respect to letters of credit and bankers' acceptance financing, (vi) net
costs associated with Hedging Obligations (including amortization of fees),
(vii) Preferred Stock dividends in respect of all Preferred Stock held by
Persons other than the Company or a Wholly Owned Subsidiary, (viii) interest
incurred in connection with Investments in discontinued operations, and (ix)
interest accruing on any Indebtedness of any other Person to the extent such
Indebtedness is Guaranteed by the Company or any Restricted Subsidiary;
provided, however, that there shall not be included in Consolidated Interest
Expense (y) a proportional amount of any of the foregoing items or other
interest expense incurred by a Restricted Subsidiary in such period to the
extent the net income of such Restricted Subsidiary is excluded in the
calculation of Consolidated Net Income pursuant to clause (iii) of the
definition thereof and (z) any fees or debt issuance costs (and any amortization
thereof) payable in connection with the sale of the Notes and the Units on the
Issue Date.
 
     "Consolidated Net Income" means, for any period, the net income of the
Company and its consolidated Subsidiaries; provided, however, that there shall
not be included in such Consolidated Net Income: (i) any net income of any
Person if such Person is not a Restricted Subsidiary, except that (A) subject to
the exclusion contained in clause (iv) below, the Company's equity in the net
income of any such Person for such period shall be included in such Consolidated
Net Income up to the aggregate amount of cash actually distributed by such
Person during such period to the Company or a Restricted Subsidiary as a
dividend or other distribution (subject, in the case of a dividend or other
distribution paid to a Restricted Subsidiary, to the limitations contained in
clause (iii) below) and (B) the Company's equity in a net loss of any such
Person for such period shall be included in determining such Consolidated Net
Income; (ii) any net income (or loss) of any Person acquired by the Company or a
Subsidiary of the Company in a pooling of interests transaction for any period
prior to the date of such acquisition; (iii) any net income of any Restricted
Subsidiary to the extent that such Restricted Subsidiary is subject to
restrictions, directly or indirectly, on the payment of dividends or the making
of distributions by such Restricted Subsidiary, directly or indirectly, to the
Company, except that (A) subject to the exclusion contained in clause (iv)
below, the Company's equity in the net income of any such Restricted Subsidiary
for such period shall be included in such Consolidated Net Income up to the
aggregate amount of cash actually distributed by such Restricted Subsidiary
during such period to the Company or another Restricted Subsidiary as a dividend
or other distribution (subject, in the case of a dividend or other distribution
paid to another Restricted Subsidiary, to the limitation contained in this
clause) and (B) the Company's equity in a net loss of any such Restricted
Subsidiary for such period shall be included in determining such Consolidated
Net Income; (iv) any gain (but not loss) realized upon the sale or other
disposition of any assets of the Company or its consolidated Subsidiaries
(including pursuant to any sale-and-leaseback arrangement) which is not sold or
otherwise disposed of in the ordinary course of business and any gain (but not
loss) realized upon the sale or other disposition of any Capital Stock of any
Person; (v) extraordinary gains or losses; and (vi) the cumulative effect of a
change in accounting principles.
 
     "Consolidated Net Worth" means the total of the amounts shown on the
balance sheet of the Company and its Restricted Subsidiaries, determined on a
consolidated basis in accordance with GAAP, as of the end of the most recent
fiscal quarter of the Company for which financial statements are available, as
(i) the par or stated value of all outstanding Capital Stock of the Company plus
(ii) paid-in capital or capital surplus relating to such Capital Stock plus
(iii) any retained earnings or earned surplus less (A) any accumulated deficit
and (B) any amounts attributable to Disqualified Stock.
 
                                       72
<PAGE>   74
 
     "Currency Agreement" means in respect of a Person any foreign exchange
contract, currency swap agreement or other similar agreement to which such
Person is a party or a beneficiary.
 
     "Default" means any event which is, or after notice or passage of time or
both would be, an Event of Default.
 
     "Depositary" means The Depository Trust Company, its nominees and their
respective successors.
 
     "Disqualified Stock" means, with respect to any Person, any Capital Stock
which by its terms (or by the terms of any security into which it is convertible
or for which it is exchangeable) or upon the happening of any event (i) matures
or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise,
(ii) is convertible or exchangeable for Indebtedness or Disqualified Stock, or
(iii) is redeemable at the option of the Holder thereof, in whole or in part, in
each case on or prior to the first anniversary of the Stated Maturity of the
Notes; provided, however, that any Capital Stock that would not constitute
Disqualified Stock but for provisions thereof giving Holders thereof the right
to require such Person to repurchase or redeem such Capital Stock upon the
occurrence of an "asset sale" or "change of control" occurring prior to the
Stated Maturity of the Notes shall not constitute Disqualified Stock if the
"asset sale" or "change of control" provisions applicable to such Capital Stock
are not more favorable to the holders of such Capital Stock than the provisions
described under "-- Certain Covenants -- Limitation on Sales of Assets and
Subsidiary Stock" and "-- Certain Covenants -- Change of Control."
 
     "EBITDA" for any period means the sum of Consolidated Net Income plus
Consolidated Interest Expense plus the following to the extent deducted in
calculating such Consolidated Net Income: (a) all income tax expense of the
Company, (b) depreciation expense, (c) amortization expense, and (d) all other
non-cash items reducing such Consolidated Net Income (excluding any non-cash
item to the extent it represents an accrual of, or reserve for, cash
disbursement for any subsequent period) less all non-cash items increasing such
Consolidated Net Income (such amount calculated pursuant to this clause (d) not
to be less than zero), in each case for such period. Notwithstanding the
foregoing, the provision for taxes based on the income or profits of, and the
depreciation and amortization of, a Subsidiary of the Company shall be added to
Consolidated Net Income to compute EBITDA only to the extent (and in the same
proportion) that the net income of such Subsidiary was included in calculating
Consolidated Net Income and only if a corresponding amount would be permitted at
the date of determination to be paid as a dividend to the Company by such
Subsidiary without prior approval (that has not been obtained), pursuant to the
terms of its charter and all agreements, instruments, judgments, decrees,
orders, statutes, rules and governmental regulations applicable to such
Subsidiary or its stockholders.
 
     "Exchange Act" means the Securities Exchange Act of 1934, as amended.
 
     "GAAP" means generally accepted accounting principles in the United States
of America as in effect as of the Issue Date, including those set forth (i) in
the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants, (ii) in statements and
pronouncements of the Financial Accounting Standards Board, (iii) in such other
statements by such other entity as approved by a significant segment of the
accounting profession, and (iv) in the rules and regulations of the SEC
governing the inclusion of financial statements (including pro forma financial
statements) in periodic reports required to be filed pursuant to Section 13 of
the Exchange Act, including opinions and pronouncements in staff accounting
bulletins and similar written statements from the accounting staff of the SEC.
 
     "Guarantee" means any obligation, contingent or otherwise, of any Person
directly or indirectly guaranteeing any Indebtedness of any Person and any
obligation, direct or indirect, contingent or otherwise, of such Person (i) to
purchase or pay (or advance or supply funds for the purchase or payment of) such
Indebtedness of such Person (whether arising by virtue of agreements to
keep-well, to purchase assets, goods, securities or services, to take-or-pay or
to maintain financial statement conditions or otherwise) or (ii) entered into
for the purpose of assuring in any other manner the obligee of such Indebtedness
of the payment thereof or to protect such obligee against loss in respect
thereof (in whole or in part); provided, however, that the term "Guarantee"
shall not include endorsements for collection or deposit in the ordinary course
of business. The
 
                                       73
<PAGE>   75
 
term "Guarantee" used as a verb (and the participle formed therefrom) shall have
a correlative meaning. The term "Guarantor" shall mean any Person Guaranteeing
any obligation.
 
     "Hedging Obligations" of any Person means the obligations of such Person
pursuant to any Interest Rate Agreement or Currency Agreement.
 
     "Heller Credit Agreement" means the Credit Agreement, dated as of April 29,
1998, between the Company, Heller Financial, Inc., as agent, and the lenders
party thereto, as such agreement, in whole or in part, may be amended, renewed,
extended, increased (but only so long as such increase is permitted under the
terms of the Indenture), substituted, refinanced, restructured, replaced
(including, without limitation, any successive renewals, extensions, increases,
substitutions, refinancings, restructurings, replacements, supplements or other
modifications of the foregoing).
 
     "Holder" or "Noteholder" means the Person in whose name a Note is
registered on the Registrar's books.
 
     "Incur" means issue, assume, Guarantee, incur or otherwise become liable
for Indebtedness; provided, however, that any Indebtedness of a Person existing
at the time such Person becomes a Subsidiary (whether by merger, consolidation,
acquisition or otherwise) shall be deemed to be Incurred by such Subsidiary at
the time it becomes a Subsidiary. The term "Incurrence" shall have a correlative
meaning. The accretion of principal of a non-interest bearing or other discount
security shall be deemed the Incurrence of Indebtedness.
 
     "Indebtedness" means, with respect to any Person on any date of
determination (without duplication), (i) the principal of and premium (if any)
in respect of (A) indebtedness of such Person for money borrowed and (B)
indebtedness evidenced by notes, debentures, bonds or other similar instruments
for the payment of which such Person is responsible or liable; (ii) all Capital
Lease Obligations of such Person and all Attributable Debt in respect of
Sale/Leaseback Transactions entered into by such Person; (iii) all obligations
of such Person issued or assumed as the deferred purchase price of property, all
conditional sale obligations of such Person and all obligations of such Person
under any title retention agreement (but excluding trade accounts payable
arising in the ordinary course of business); (iv) all obligations of such Person
for the reimbursement of any obligor on any letter of credit, banker's
acceptance or similar credit transaction (other than obligations with respect to
letters of credit securing obligations (other than obligations described in
clauses (i) through (iii) above) entered into in the ordinary course of business
of such Person to the extent such letters of credit are not drawn upon, or, if
and to the extent drawn upon, such drawing is reimbursed no later than the tenth
Business Day following receipt by such Person of a demand for reimbursement
following payment on the letter of credit); (v) the amount of all obligations of
such Person with respect to the redemption, repayment or other repurchase of any
Disqualified Stock or, with respect to any Subsidiary of such Person, any
Preferred Stock (but excluding, in each case, any accrued dividends); (vi) all
obligations of the type referred to in clauses (i) through (v) of other Persons
and all dividends of other Persons for the payment of which, in either case,
such Person is responsible or liable, directly or indirectly, as obligor,
guarantor or otherwise, including by means of any Guarantee; (vii) all
obligations of the type referred to in clauses (i) through (vi) of other Persons
secured by any Lien on any property or asset of such Person (whether or not such
obligation is assumed by such Person), the amount of such obligation being
deemed to be the lesser of the value of such property or assets or the amount of
the obligation so secured; and (viii) to the extent not otherwise included in
this definition, Hedging Obligations of such Person. The amount of Indebtedness
of any Person at any date shall be the outstanding balance at such date of all
unconditional obligations as described above and the maximum liability, upon the
occurrence of the contingency giving rise to the obligation, of any contingent
obligations at such date.
 
     "Interest Rate Agreement" means any interest rate swap agreement, interest
rate cap agreement or other financial agreement or arrangement designed solely
to protect the Company or any Restricted Subsidiary against fluctuations in
interest rates.
 
     "Investment" in any Person means any direct or indirect advance, loan
(other than advances to customers in the ordinary course of business that are
recorded as accounts receivable on the balance sheet of the Person making the
advance or loan) or other extensions of credit (including by way of Guarantee or
similar arrangement) or capital contribution to (by means of any transfer of
cash or other property to others or
 
                                       74
<PAGE>   76
 
any payment for property or services for the account or use of others), or any
purchase or acquisition of Capital Stock, Indebtedness or other similar
instruments issued by such Person. For purposes of the definition of
"Unrestricted Subsidiary," the definition of "Restricted Payment" and the
covenant described under "-- Certain Covenants -- Limitation on Restricted
Payments," (i) "Investment" shall include the portion (proportionate to the
Company's equity interest in such Subsidiary) of the fair market value of the
net assets of any Subsidiary of the Company at the time that such Subsidiary is
designated an Unrestricted Subsidiary; provided, however, that if such
designation is made in connection with the acquisition of such Subsidiary or the
assets owned by such Subsidiary, the "Investment" in such Subsidiary shall be
deemed to be the consideration paid in connection with such acquisition;
provided further, however, that upon a redesignation of such Subsidiary as a
Restricted Subsidiary, the Company shall be deemed to continue to have a
permanent "Investment" in an Unrestricted Subsidiary in an amount (if positive)
equal to (x) the Company's "Investment" in such Subsidiary at the time of such
redesignation less (y) the portion (proportionate to the Company's equity
interest in such Subsidiary) of the fair market value of the net assets of such
Subsidiary at the time of such redesignation, and (ii) any property transferred
to or from an Unrestricted Subsidiary shall be valued at its fair market value
at the time of such transfer, in each case as determined in good faith by the
Board of Directors.
 
     "Issue Date" means the date of original issuance of the Notes.
 
     "Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions in the State of New York are authorized or required by law to
close. If a payment date is a Legal Holiday, payment shall be made on the next
succeeding day that is not a Legal Holiday, and no interest shall accrue for the
intervening period. If a regular record date is a Legal Holiday, the record
shall not be affected.
 
     "Lien" means any mortgage, pledge, security interest, encumbrance, lien or
charge of any kind (including any conditional sale or other title retention
agreement or lease in the nature thereof).
 
     "Moody's" means Moody's Investors Service, Inc.
 
     "Net Available Cash" from an Asset Disposition means cash payments received
therefrom (including any cash payments received by way of deferred payment of
principal pursuant to a note or installment receivable or otherwise, but only as
and when received, but excluding any other consideration received in the form of
assumption by the acquiring Person of Indebtedness or other obligations relating
to such properties or assets or received in any other noncash form) in each case
net of (i) all legal, title and recording tax expenses, brokerage commissions,
underwriting discounts or commissions or sales commissions and other reasonable
fees and expenses (including, without limitation, fees and expenses of counsel,
accountants and investment bankers) related to such Asset Disposition or
converting to cash any other proceeds received, and any relocation and severance
expenses as a result thereof, and all Federal, state, provincial, foreign and
local taxes required to be accrued as a liability under GAAP, as a consequence
of such Asset Disposition, (ii) all payments made on any Indebtedness which is
secured by any assets subject to such Asset Disposition or made in order to
obtain a necessary consent to such Asset Disposition or to comply with
applicable law, (iii) all distributions and other payments required to be made
to minority interest holders in Subsidiaries or joint ventures as a result of
such Asset Disposition and (iv) appropriate amounts provided by the seller as a
reserve, in accordance with GAAP, against any liabilities associated with the
property or other assets disposed of in such Asset Disposition and retained by
the Company or any Restricted Subsidiary after such Asset Disposition,
including, without limitation, pension and other post-employment benefit
liabilities, liabilities related to environmental matters and liabilities under
any indemnification obligations associated with such Asset Disposition. Further,
with respect to an Asset Disposition by a Subsidiary which is not a Wholly Owned
Subsidiary, Net Available Cash shall be reduced pro rata for the portion of the
equity of such Subsidiary which is not owned by the Company.
 
     "Net Cash Proceeds," with respect to any issuance or sale of Capital Stock,
means the cash proceeds of such issuance or sale net of attorneys' fees,
accountants' fees, underwriters' or placement agents' fees, discounts or
commissions and brokerage, consultant and other fees actually incurred in
connection with such issuance or sale and net of taxes paid or payable as a
result thereof.
 
                                       75
<PAGE>   77
 
     "Permitted Business" means the acquisition, construction, development and
operation of laundromat facilities.
 
     "Permitted Holders" means all executive officers of the Company as of the
Issue Date and each of their Affiliates as well as Dean L. Buntrock, William
Farley, Peer Pedersen and Howard C. Warren and each of their Affiliates.
 
     "Permitted Investment" means an Investment by the Company or any Restricted
Subsidiary in (i) a Restricted Subsidiary or a Person that will, upon the making
of such Investment, become a Restricted Subsidiary; provided, however, that the
primary business of such Restricted Subsidiary is a Related Business; (ii)
another Person, if as a result of such Investment such other Person is merged or
consolidated with or into, or transfers or conveys all or substantially all its
assets to, the Company or a Restricted Subsidiary; provided, however, that such
Person's primary business is a Related Business; (iii) Temporary Cash
Investments; (iv) receivables owing to the Company or any Restricted Subsidiary,
if created or acquired in the ordinary course of business and payable or
dischargeable in accordance with customary trade terms; provided, however, that
such trade terms may include such concessionary trade terms as the Company or
any such Restricted Subsidiary deems reasonable under the circumstances; (v)
commissions, payroll, travel and similar advances to cover matters that are
expected at the time of such advances ultimately to be treated as expenses for
accounting purposes and that are made in the ordinary course of business; (vi)
loans or advances to employees made in the ordinary course of business
consistent with past practices of the Company or such Restricted Subsidiary;
(vii) stock, obligations or securities received in settlement of debts created
in the ordinary course of business and owing to the Company or any Restricted
Subsidiary or in satisfaction of judgments; and (viii) any Person, to the extent
such Investment represents the non-cash portion of the consideration received
for an Asset Disposition as permitted pursuant to the covenant described under
"--Certain Covenants -- Limitation on Sales of Assets and Subsidiary Stock."
 
     "Permitted Liens" means, with respect to any Person, (a) pledges or
deposits by such Person under workers' compensation laws, unemployment insurance
laws or similar legislation, or good faith deposits in connection with bids,
tenders, contracts (other than for the payment of Indebtedness) or leases to
which such Person is a party, or deposits to secure public or statutory
obligations of such Person or deposits or cash or United States government bonds
to secure surety or appeal bonds to which such Person is a party, or deposits as
security for contested taxes or import duties or for the payment of rent, in
each case incurred in the ordinary course of business; (b) Liens imposed by law,
such as carriers', warehousemen's and mechanics' Liens, in each case for sums
not yet due or being contested in good faith by appropriate proceedings; (c)
Liens arising out of judgments or awards against such Person with respect to
which such Person shall then be proceeding with an appeal or other proceedings
for review or time for appeal has not yet expired; (d) Liens for taxes,
assessments or other governmental charges not yet subject to penalties for
non-payment or which are being contested in good faith by appropriate
proceedings; (e) Liens in favor of issuers of surety bonds or letters of credit
and banker's acceptances issued pursuant to the request of and for the account
of such Person in the ordinary course of its business; provided, however, that
such letters of credit and banker's acceptances do not constitute Indebtedness;
(f) survey exceptions, encumbrances, easements or reservations of or rights of
others for licenses, rights of way, sewers, electric lines, telegraph and
telephone lines and other similar purposes, or zoning or other restrictions as
to the use of real properties or Liens incidental to the conduct of the business
of such Person or to the ownership of its properties which were not incurred in
connection with Indebtedness and which do not in the aggregate materially
adversely affect the value of said properties or materially impair their use in
the operation of the business of such Person; (g) Liens securing an Interest
Rate Agreement so long as the related Indebtedness is, and is permitted to be
under the Indenture, secured by a Lien on the same property securing the
Interest Rate Agreement; and (h) leases and subleases of real property which do
not interfere with the ordinary conduct of the business of such Person, and
which are made on customary and usual terms applicable to similar properties.
 
     "Person" means any individual, corporation, limited liability company,
limited or general partnership, joint venture, association, joint-stock company,
trust, unincorporated organization, government or any agency or political
subdivision thereof or any other entity.
 
                                       76
<PAGE>   78
 
     "Preferred Stock," as applied to the Capital Stock of any corporation,
means Capital Stock of any class or classes (however designated) which is
preferred as to the payment of dividends, or as to the distribution of assets
upon any voluntary or involuntary liquidation or dissolution of such
corporation, over shares of Capital Stock of any other class of such
corporation.
 
     "Principal" of a Note means the principal of the Note plus the premium, if
any, payable on the Note which is due or overdue or is to become due at the
relevant time.
 
     "Public Equity Offering" means an underwritten primary public offering of
common stock of the Company pursuant to an effective registration statement
under the Securities Act.
 
     "Public Market" means any time after (x) a Public Equity Offering has been
consummated and (y) at least 15% of the total issued and outstanding common
stock of the Company has been distributed by means of an effective registration
statement under the Securities Act or sales pursuant to Rule 144 under the
Securities Act.
 
     "Refinance" means, in respect of any Indebtedness, to refinance, extend,
renew, refund, repay, prepay, redeem, defease or retire, or to issue other
Indebtedness in exchange or replacement for, such Indebtedness. "Refinanced" and
"Refinancing" shall have correlative meanings.
 
     "Refinancing Indebtedness" means Indebtedness that Refinances any
Indebtedness of the Company or any Restricted Subsidiary existing on the Issue
Date or Incurred in compliance with the Indenture, including Indebtedness that
Refinances Refinancing Indebtedness; provided, however, that (i) such
Refinancing Indebtedness has a Stated Maturity no earlier than the Stated
Maturity of the Indebtedness being Refinanced, (ii) such Refinancing
Indebtedness has an Average Life at the time such Refinancing Indebtedness is
Incurred that is equal to or greater than the Average Life of the Indebtedness
being Refinanced and (iii) such Refinancing Indebtedness has an aggregate
principal amount (or if Incurred with original issue discount, an aggregate
issue price) that is equal to or less than the aggregate principal amount (or if
Incurred with original issue discount, the aggregate accreted value) then
outstanding or committed (plus fees and expenses, including any premium and
defeasance costs) under the Indebtedness being Refinanced; provided, further,
however, that Refinancing Indebtedness shall not include (x) Indebtedness of a
Restricted Subsidiary that Refinances Indebtedness of the Company or (y)
Indebtedness of the Company or a Restricted Subsidiary that Refinances
Indebtedness of an Unrestricted Subsidiary.
 
     "Related Business" means any business related, ancillary or complementary
to the businesses of the Company on the Issue Date.
 
     "Restricted Payment" with respect to any Person means (i) the declaration
or payment of any dividends or any other distributions of any sort in respect of
its Capital Stock (including any payment in connection with any merger or
consolidation involving such Person), other than dividends or distributions
payable solely in its Capital Stock (other than Disqualified Stock) and
dividends or distributions payable solely to the Company or a Restricted
Subsidiary, and other than pro rata dividends or other distributions made by a
Subsidiary that is not a Wholly Owned Subsidiary to minority stockholders (or
owners of an equivalent interest in the case of a Subsidiary that is an entity
other than a corporation), (ii) the purchase, redemption or other acquisition or
retirement for value of any Capital Stock of the Company held by any Person or
of any Capital Stock of a Restricted Subsidiary held by any Affiliate of the
Company (other than a Restricted Subsidiary), including the exercise of any
option to exchange any Capital Stock (other than into Capital Stock of the
Company that is not Disqualified Stock), (iii) the purchase, repurchase,
redemption, defeasance or other acquisition or retirement for value, prior to
scheduled maturity, scheduled repayment or scheduled sinking fund payment of any
Subordinated Obligations (other than the purchase, repurchase or other
acquisition of Subordinated Obligations purchased in anticipation of satisfying
of a sinking fund obligation, principal installment or final maturity, in each
case due within one year of the date of acquisition), or (iv) the making of any
Investment in any Person (other than a Permitted Investment).
 
     "Restricted Subsidiary" means any Subsidiary of the Company that is not an
Unrestricted Subsidiary.
 
                                       77
<PAGE>   79
 
     "Sale/Leaseback Transaction" means an arrangement relating to property now
owned or hereafter acquired whereby the Company or a Restricted Subsidiary
transfers such property to a Person and the Company or a Restricted Subsidiary
leases it from such Person.
 
     "SEC" means the Securities and Exchange Commission.
 
     "Secured Indebtedness" means any Indebtedness of the Company secured by a
Lien.
 
     "Significant Subsidiary" means any Restricted Subsidiary that would be a
"Significant Subsidiary" of the Company within the meaning of Rule 1-02(w) under
Regulation S-X promulgated by the SEC.
 
     "S&P" means Standard & Poor's Ratings Service.
 
     "Stated Maturity" means, with respect to any security, the date specified
in such security as the fixed date on which the final payment of principal of
such security is due and payable, including pursuant to any mandatory redemption
provision (but excluding any provision providing for the repurchase of such
security at the option of the holder thereof upon the happening of any
contingency unless such contingency has occurred).
 
     "Subordinated Obligation" means any Indebtedness of the Company (whether
outstanding on the Issue Date or thereafter Incurred) which is subordinate or
junior in right of payment to the Notes pursuant to a written agreement to that
effect.
 
     "Subsidiary" means, in respect of any Person, any corporation, association,
limited liability company, limited or general partnership or other business
entity of which more than 50% of the total voting power of shares of Capital
Stock or other interests (including partnership interests) entitled (without
regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof is at the time owned or controlled,
directly or indirectly, by (i) such Person, (ii) such Person and one or more
Subsidiaries of such Person, or (iii) one or more Subsidiaries of such Person.
 
     "Temporary Cash Investments" means any of the following: (i) any investment
in direct obligations of the United States of America or any agency thereof or
obligations guaranteed by the United States of America or any agency thereof,
(ii) investments in time deposit accounts, certificates of deposit and money
market deposits maturing within 180 days of the date of acquisition thereof
issued by a bank or trust company which is organized under the laws of the
United States of America, any state thereof or any foreign country recognized by
the United States, and which bank or trust company has capital, surplus and
undivided profits aggregating in excess of $50,000,000 (or the foreign currency
equivalent thereof) and has outstanding debt which is rated "A" (or such similar
equivalent rating) or higher by at least one nationally recognized statistical
rating organization (as defined in Rule 436 under the Securities Act) or any
money-market fund sponsored by a registered broker dealer or mutual fund
distributor, (iii) repurchase obligations with a term of not more than 30 days
for underlying securities of the types described in clause (i) above entered
into with a bank meeting the qualifications described in clause (ii) above, (iv)
investments in commercial paper, maturing not more than 90 days after the date
of acquisition, issued by a corporation (other than an Affiliate of the Company)
organized and in existence under the laws of the United States of America or any
foreign country recognized by the United States of America with a rating at the
time as of which any investment therein is made of "P-1" (or higher) according
to Moody's or "A-1" (or higher) according to S&P, (v) investments in securities
with maturities of six months or less from the date of acquisition issued or
fully guaranteed by any state, commonwealth or territory of the United States of
America, or by any political subdivision or taxing authority thereof, and rated
at least "A" by S&P or "A" by Moody's and (vi) investments in money market funds
that make investments in instruments of the type described in clauses (i)
through (v) above in accordance with the regulations of the SEC under the
Investment Company Act of 1940, as amended.
 
     "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended.
 
     "Unrestricted Subsidiary" means (i) any Subsidiary of the Company that at
the time of determination shall be designated an Unrestricted Subsidiary by the
Board of Directors in the manner provided below and (ii) any Subsidiary of an
Unrestricted Subsidiary. The Board of Directors may designate any Subsidiary of
the Company (including any newly acquired or newly formed Subsidiary) to be an
Unrestricted Subsidiary unless
 
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<PAGE>   80
 
such Subsidiary or any of its Subsidiaries owns any Capital Stock or
Indebtedness of, or holds any Lien on any property of, the Company or any other
Subsidiary of the Company that is not a Subsidiary of the Subsidiary to be so
designated; provided, however, that either (A) the Subsidiary to be so
designated has total assets of $1,000 or less or (B) if such Subsidiary has
assets greater than $1,000, such designation would be permitted under the
covenant described under "--Certain Covenants -- Limitation on Restricted
Payments." The Board of Directors may designate any Unrestricted Subsidiary to
be a Restricted Subsidiary; provided, however, that immediately after giving
effect to such designation (x) if such Unrestricted Subsidiary at such time has
Indebtedness, the Company could Incur $1.00 of additional Indebtedness under
paragraph (a) of the covenant described under "-- Certain Covenants --
Limitation on Indebtedness" and (y) no Default shall have occurred and be
continuing. Any such designation by the Board of Directors shall be evidenced by
the Company to the Trustee by promptly filing with the Trustee a copy of the
board resolution giving effect to such designation and an officers' certificate
certifying that such designation complied with the foregoing provisions.
 
     "U.S. Government Obligations" means securities that are (x) direct
obligations of the United States of America for the timely payment of which its
full faith and credit is pledged or (y) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the timely payment of which is unconditionally guaranteed as a full
faith and credit obligation by the United States of America, which, in either
case, are not callable or redeemable at the option of the issuer thereof, and
shall also include a depository receipt issued by a bank (as defined in Section
3(a)(2) of the Securities Act), as custodian with respect to any such U.S.
Government Obligation held by such custodian for the account of the holder of
such depository receipt, provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to the
holder of such depository receipt from any amount received by the custodian in
respect of the U.S. Government Obligation or the specific payment of principal
of or interest on the U.S. Government Obligation evidenced by such depository
receipt.
 
     "Voting Stock" of a Person means all classes of Capital Stock or other
interests (including partnership interests) of such Person then outstanding and
normally entitled (without regard to the occurrence of any contingency) to vote
in the election of directors, managers or trustees thereof.
 
     "Wholly Owned Subsidiary" means a Restricted Subsidiary all the Capital
Stock of which (other than directors' qualifying shares and shares held by other
Persons to the extent such shares are required by applicable law to be held by a
Person other than the Company or a Restricted Subsidiary) is owned by the
Company or one or more Wholly Owned Subsidiaries.
 
                          DESCRIPTION OF CAPITAL STOCK
 
     As of June 14, 1998, there were 27,763 shares of Common Stock, 76,974
shares of Series A Convertible Preferred Stock, $.01 par value ("Series A
Stock"), 125,498 shares of Series B Convertible Preferred Stock, $.01 par value
("Series B Stock") and 72,930 shares of Series C Convertible Preferred Stock,
$.01 par value ("Series C Stock") outstanding, held of record by 178 holders. As
of such date, no shares of capital stock were held in the treasury of the
Company. In addition, as of June 14, 1998, the Company had outstanding option
grants exercisable for 25,683 shares of Common Stock. The following summary of
certain provisions of the Company's capital stock describes all material
provisions of, but does not purport to be complete and is subject to, and
qualified in its entirety by, the Company's certificate of incorporation, as
amended to date, by-laws and by the provisions of applicable law.
 
COMMON STOCK
 
     As of June 14, 1998, the Company was authorized to issue up to 630,000
shares of Common Stock, $.01 par value. Holders of Common Stock are entitled to
one vote for each share held on all matters submitted to a vote of stockholders
and do not have cumulative voting rights. Holders of Common Stock are entitled
to receive ratably such dividends, if any, as may be declared by the Board of
Directors out of funds legally available therefor, subject to any preferential
dividend rights of outstanding Preferred Stock. Upon the liquidation,
dissolution or winding up of the Company, the holders of Common Stock are
entitled to receive
 
                                       79
<PAGE>   81
 
ratably the net assets of the Company available after the payment of all debts
and other liabilities and subject to the prior rights of any outstanding
Preferred Stock. Holders of Common Stock have no preemptive, subscription,
redemption or conversion rights. The outstanding shares of Common Stock are, and
the shares subject to Warrants sold by the Company in the Private Placement will
be, when issued and paid for, fully paid and nonassessable. The rights,
preferences and privileges of holders of Common Stock are subject to, and may be
adversely affected by, the rights of the holders of shares of Series A Stock,
Series B Stock, and Series C Stock and any series of Preferred Stock which the
Company may designate and issue in the future.
 
     The shares of Common Stock held by current and former members of management
are subject to a stock transfer restriction agreement pursuant to which the
Company has a right of first refusal to purchase any such shares which a holder
desires to transfer before such shares may be transferred to any other person.
 
PREFERRED STOCK
 
     The Company is authorized to issue up to 100,000 shares of Series A Stock,
150,000 shares of Series B Stock and 120,000 shares of Series C Stock. Holders
of Preferred Stock are entitled to one vote for each share held on all matters
and do not have cumulative voting rights. Accordingly, holders of a majority of
the shares of Preferred Stock entitled to vote in any election of directors may
elect a majority of the directors standing for election.
 
     Series A Convertible Preferred Stock.  The Company has 76,974 shares of
Series A Stock outstanding. Holders of Series A Stock are entitled, along with
the holders of the Series B Stock, to vote as a class to elect one person to the
Board of Directors. The Series A Stock is convertible into shares of Common
Stock on a one-for-one basis and will be converted into Common Stock
concurrently with a qualified public offering of the Company's Common Stock.
Holders of Series A Stock have preemptive rights with respect to the issuance of
any equity securities of the Company. Concurrently with the closing of the
Private Placement, the put rights of holders of Series A Stock were terminated.
The shares of Series A Stock are fully paid and nonassessable.
 
     Series B Convertible Preferred Stock.  The Company has 125,498 shares of
Series B Stock outstanding. Holders of Series B Stock are entitled, along with
the holders of the Series A Stock, to vote as a class to elect one person to the
Board of Directors. The Series B Stock is convertible into shares of Common
Stock on a one-for-one basis and will be converted into Common Stock
concurrently with a qualified public offering of the Company's Common Stock.
Holders of Series B Stock have preemptive rights with respect to the issuance of
any equity securities of the Company. Concurrently with the closing of the
Private Placement, the put rights of holders of Series B Stock were terminated.
The shares of Series B Stock are fully paid and nonassessable.
 
     Series C Convertible Preferred Stock.  The Company has 72,930 shares of
Series C Stock outstanding. Holders of Series C Stock are entitled to vote as a
class to elect one person to the Board of Directors. The Series C Stock is
convertible into shares of Common Stock on a one-for-one basis and will be
converted into Common Stock concurrently with a qualified public offering of the
Company's Common Stock. Holders of Series C Stock have preemptive rights with
respect to the issuance of any equity securities of the Company. Concurrently
with the closing of the Private Placement, the put rights of holders of Series C
Stock were terminated. The shares of Series C Stock are fully paid and
nonassessable. The shares of Series A Stock, Series B Stock and Series C Stock
are pari passu with respect to liquidation preference.
 
REGISTRATION RIGHTS
 
     The holders of Series A Stock, Series B Stock and Series C Stock have both
demand and "piggyback" registration rights. At any time after the earlier to
occur of (i) May 1, 1998 or (ii) the expiration of any lock up period in
connection with an initial public offering by the Company, the holders of 51% of
the shares of Preferred Stock outstanding may demand that the Company use its
best efforts to register their shares at the Company's expense. The preferred
stockholders may make up to three such demands upon the Company. The preferred
stockholders also have "piggyback" registration rights pursuant to which they
have the right to participate in any registration other than a registration on
Form S-8 (or similar form), subject to typical underwriter reductions in shares
permitted to be sold.
 
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<PAGE>   82
 
DELAWARE LAW AND CERTAIN CHARTER PROVISIONS
 
     The Company is subject to the provisions of Section 203 of the General
Corporation Law of the State of Delaware. In general, this statute prohibits a
publicly-held Delaware corporation from engaging in a "business combination"
with an "interested stockholder" for a period of three years after the date of
the transactions in which the person becomes an interested stockholder, unless
the business combination is approved in a prescribed manner. An "interested
stockholder" is a person who, together with affiliates and associates, owns (or
within the prior three years did own) 15% or more of the corporation's voting
stock.
 
     The Company has included in its certificate of incorporation provisions to
eliminate the personal liability of its directors for monetary damages resulting
from breaches of their fiduciary duty to the extent permitted by the Delaware
General Corporation Law and to indemnify its directors and officers to the
fullest extent permitted by Section 145 of the Delaware General Corporation Law.
 
TRANSFER AGENT AND REGISTRAR
 
     The transfer agent and registrar for the Company's capital stock is Norwest
Bank Minnesota, N.A., Minneapolis, Minnesota.
 
                         BOOK-ENTRY; DELIVERY AND FORM
 
GENERAL
 
     The New Notes will be issued in the form of one or more fully registered
New Notes in global form ("Global Notes"). The Regulation S Notes will be issued
in fully registered, certificated form (the "Restricted Certificated Notes").
 
     Upon issuance of the Global Notes, the Depositary or its nominee will
credit, on its book-entry registration and transfer system, the number of New
Notes represented by such Global Notes to the accounts of institutions that have
accounts with the Depositary or its nominee ("participants"). The accounts to be
credited shall be designated by the Initial Purchaser. Ownership of beneficial
interests in the Global Notes will be limited to participants or persons that
may hold interests through participants. Ownership of beneficial interest in
such Global Notes will be shown on, and the transfer of that ownership will be
effected only through, records maintained by the Depositary or its nominee (with
respect to participants' interests) for such Global Notes, or by participants or
persons that hold interests through participants (with respect to beneficial
interests of persons other than participants). The laws of some jurisdictions
may require that certain purchasers of securities take physical delivery of such
securities in definitive form. Such limits and laws may impair the ability to
transfer or pledge beneficial interests in the Global Notes.
 
     The Restricted Certificated Securities, upon transfer to a QIB in reliance
on Rule 144A, will, unless the Global Securities have previously been exchanged
for Certificated Securities (as defined), be exchanged for an interest in the
Global Securities representing the number of Units, principal amount of Notes or
number of Warrants being transferred. For a description of the restrictions on
transfer of Restricted Certificated Securities, see "Transfer Restrictions." Any
such transfers will generally require the delivery by the transferee of a
transfer certificate in the form set forth in the Indenture or Warrant
Agreement, as applicable.
 
     So long as the Depositary, or its nominee, is the registered Holder of any
Global Notes, the Depositary or such nominee, as the case may be, will be
considered the sole legal owner and Holder of such New Notes represented by such
Global Notes for all purposes under the Indenture and the New Notes. Except as
set forth below, owners of beneficial interests in Global Notes will not be
entitled to have such Global Notes or any New Notes represented thereby
registered in their names, will not receive or be entitled to receive physical
delivery or certificated securities in exchange therefor and will not be
considered to be the owners or Holders of such Global Notes or any New Notes
represented thereby for any purpose under the New Notes or the Indenture. The
Company understands that under existing industry practice, in the event an owner
of a beneficial interest in a Global Note desires to take any action that the
Depositary, as the Holder of such Global Note, is entitled to take, the
Depositary would authorize the participants to take such action, and that
 
                                       81
<PAGE>   83
 
the participants would authorize beneficial owners owning through such
participants to take such action or would otherwise act upon the instructions of
beneficial owners owning through them.
 
     Any payment of principal or interest due on the New Notes on any interest
payment date or at maturity will be made available by the Company to the Trustee
by such date. As soon as possible thereafter, the Trustee will make such
payments to the Depositary or its nominee, as the case may be, as the registered
owner of the Global Notes representing such New Notes in accordance with
existing arrangements between the Trustee and the Depositary.
 
     The Company expects that the Depositary or its nominee, upon receipt of any
payment of principal or interest in respect of the Global Notes, will credit
immediately the accounts of the related participants with payments in amounts
proportionate to their respective beneficial interests in the principal amount
of such Global Note as shown on the records of the Depositary. The Company also
expects that payments by participants to owners of beneficial interests in the
Global Notes held through such participants will be governed by standing
instructions and customary practices, as is now the case with securities held
for the accounts of customers in bearer form or registered in "street name," and
will be the responsibility of such participants.
 
     None of the Company, the Trustee or any payment agent for the Global Notes
will have any responsibility or liability for any aspect of the records relating
to or payments made on account of beneficial ownership interests in any of the
Global Notes or for maintaining, supervising or reviewing any records relating
to such beneficial ownership interests or for other aspects of the relationship
between the Depositary and its participants or the relationship between such
participants and the owners or beneficial interests in the Global Notes owning
through such participants.
 
     As long as the New Notes are represented by a Global Note, the Depositary's
nominee will be the Holder of the New Notes and therefore will be the only
entity that can exercise a right to repayment or of repurchase of the New Notes.
See "Description of the New Notes -- Change of Control" and "-- Certain
Covenants -- Limitation on Sales of Assets and Subsidiary Stock." Notice by
participants or by owners of beneficial interests in a Global Note held through
such participants of the exercise of the option to elect repayment of beneficial
interests in New Notes represented by a Global Note must be transmitted to the
Depositary in accordance with its procedures on a form required by the
Depositary and provided to participants. In order to ensure that the
Depositary's nominee will timely exercise a right to repayment with respect to a
particular New Note, the beneficial owner of such New Note must instruct the
broker or other participant to exercise a right to repayment. Different firms
have different cut-off times for accepting instructions from their customers
and, accordingly, each beneficial owner should consult the broker or other
participant through which it holds an interest in a New Note in order to
ascertain the cut-off time by which such an instruction must be given in order
for timely notice to be delivered to the Depositary. The Company will not be
liable for any delay in delivery of notices of the exercise of the option to
elect repayment.
 
     Unless and until exchanged in whole or in part for New Notes in definitive
form in accordance with the terms of the New Notes, the Global Notes may not be
transferred except as a whole by the Depositary to a nominee of the Depositary
or by a nominee of the Depositary to the Depositary or another nominee of the
Depositary or by the Depositary of any such nominee to a successor of the
Depositary or a nominee of each successor.
 
     Although the Depositary has agreed to the foregoing procedures in order to
facilitate transfers of interests in the Global Notes among participants of the
Depositary, it is under no obligation to perform or continue to perform such
procedures, and such procedures may be discontinued at any time. Neither the
Trustee nor the Company will have any responsibility for the performance by the
Depositary or its participants or indirect participants of their respective
obligations under the rules and procedures governing their operations. The
Company and the Trustee may conclusively rely on, and shall be protected in
relying on, instructions from the Depositary for all purposes.
 
                                       82
<PAGE>   84
 
CERTIFICATED SECURITIES
 
     Global Notes shall be exchangeable for corresponding certificated
securities registered in the name of persons other than the Depositary or its
nominee ("Certificated Securities") only if (i) the Depositary (A) notifies the
Company that it is unwilling or unable to continue as Depositary for any of the
Global Notes or (B) at any time ceases to be a clearing agency registered under
the Exchange Act, (ii) there shall have occurred and be continuing an Event of
Default (as defined in the Indenture) with respect to the New Notes or (iii) the
Company executes and delivers to the Trustee or the Warrant Agent, as
appropriate, an order that the Global Notes shall be so exchangeable. Any
certificated securities will be issued only in fully registered form, and in the
case of certificated New Notes, shall be issued without coupons in denominations
of $1,000 and integral multiples thereof. Any certificated securities so issued
will be registered in such names and in such denominations as the Depositary
shall request.
 
THE CLEARING SYSTEM
 
     The Depositary has advised the Company as follows: the Depositary is a
limited-purpose trust company organized under the laws of the State of New York,
a member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and "a clearing agency"
registered pursuant to the provisions of Section 17A of the Exchange Act. The
Depositary was created to hold securities of institutions that have accounts
with the Depositary ("participants") and to facilitate the clearance and
settlement of securities transactions among its participants in such securities
through electronic book-entry changes in accounts of participants, thereby
eliminating the need for physical movement of securities certificates. The
Depositary's participants include securities brokers and dealers (which may
include the Initial Purchaser), banks, trust companies, clearing corporations
and certain other organizations. Access to the Depositary's book-entry system is
also available to others such as banks, brokers, dealers and trust companies
that clear through or maintain a custodial relationship with a participant,
whether directly or indirectly.
 
                    CERTAIN FEDERAL INCOME TAX CONSEQUENCES
 
     The following is a general discussion of certain U.S. federal income tax
considerations applicable to initial Holders of the New Notes. This summary is
based upon provisions of the Internal Revenue Code of 1986, as amended (the
"Code"), Treasury Regulations (including temporary and proposed regulation),
rulings and decisions currently in effect, all of which are subject to change
(possibly with retroactive effect). The discussion does not purport to deal with
all aspects of federal taxation that may be relevant to particular investors in
light of their personal investment circumstances (for example, to persons
holding New Notes as part of a conversion transaction or as part of a hedge or
hedging transaction, or as a position in a straddle for tax purposes), nor does
it discuss federal income tax considerations applicable to certain types of
investors subject to special treatment under the federal income tax laws (for
example, life insurance companies, tax-exempt organizations and financial
institutions). In addition, the discussion does not consider the effect of any
foreign, state, local, gift, estate or other tax laws that may be applicable to
a particular investor. The discussion assumes that investors will hold the New
Notes as capital assets within the meaning of Section 1221 of the Code. A
prospective Holder is strongly urged to consult his, her or its tax advisor
regarding the particular tax consequences to such prospective purchaser of
purchasing, holding and disposing of the New Notes.
 
     As used herein, a "U.S. Holder" means a beneficial owner of the New Notes
who or that is (i) a citizen or resident of the United States, (ii) a
corporation or other entity created or organized in or under the laws of the
United States or a political subdivision thereof, (iii) an estate the income of
which is subject to U.S. federal income taxation regardless of its source, (iv)
a trust if a U.S. court is able to exercise primary supervision over the
administration of the trust and one or more U.S. persons have authority to
control all substantial decisions of the trust or (v) otherwise subject to U.S.
federal income taxation on a net income basis in respect of the New Notes. As
used herein, a "Non-U.S. Holder" means a Holder that is not a U.S. Holder.
 
                                       83
<PAGE>   85
 
TAX TREATMENT OF NEW NOTES
 
     The Exchange.  The exchange of Old Notes for New Notes will not be treated
as an exchange for federal income tax purposes because the New Notes will not
differ materially in kind or extent from the Old Notes and because the exchange
will occur by operation of the original terms of the Old Notes. As a result,
U.S. Holders who exchange their Old Notes for New Notes will not recognize any
income, gain or loss for federal income tax purposes. A U.S. Holder will have
the same adjusted issue price, adjusted basis and holding period in the New
Notes immediately after the exchange as it had in the Old Notes immediately
before the exchange.
 
     Status as Debt.  The Company intends to treat the New Notes as indebtedness
and not as equity for federal income tax purposes, and the federal income tax
consequences described below are based on that characterization. Such treatment,
however, is not binding on the IRS (or the courts), and there can be no
assurance that the IRS would not argue (or that a court would not hold) that all
or some portion of the New Notes should be treated as equity for federal income
tax purposes. Among other consequences, treatment as equity would result in all
or some portion of the interest payments and/or original issue discount on the
New Notes being treated as distributions with respect to stock which would not
be deductible by the Company.
 
     Interest and Original Issue Discount.  The Company anticipates that the New
Notes will be considered as having been issued with more than de minimis amount
of original issue discount for federal income tax purposes. In general, original
issue discount on the New Notes, defined as the excess of the New Notes' "stated
redemption price at maturity" over their "issue price," must be included in a
U.S. Holder's gross taxable income in advance of the receipt of cash
representing that income, and such amounts will increase periodically over the
life of the New Notes.
 
     The issue price of the New Notes will be the amount allocated to the New
Notes as described above. Under the Treasury Regulations, a debt instrument's
stated redemption price at maturity is the sum of all payments provided by the
instrument other than payments of "qualified stated interest," which is defined
as stated interest that is unconditionally payable at least annually at a single
fixed rate. The Company believes that no part of the stated interest on the New
Notes will be qualified stated interest, and therefore that the stated
redemption price at maturity of the New Notes will equal their principal amount
at maturity plus all stated interest. Thus, each New Note will bear original
issue discount in an amount equal to the excess of (i) the sum of its principal
amount at maturity plus all stated interest payments over (ii) its issue price.
 
     A U.S. Holder generally will be required to include in gross income the
original issue discount attributable to the New Notes over their term and before
receipt of the cash attributable to such income under a method embodying an
economic accrual of such discount and calculated on the basis of a constant
yield to maturity. The amount of original issue discount to be included in
income will be an amount equal to the sum of the daily portions of original
issue discount for each day during the taxable year in which the New Note is
held. The daily portions of original issue discount are determined by allocating
to each day in an accrual period (which may be of any length and may vary over
the term of the New Notes, at the option of the Holder, provided that each
accrual period is no longer than one year and each scheduled payment of
principal or interest on the New Notes occurs on the first or last day of an
accrual period) the pro rata portion of the original issue discount allocable to
the accrual period. The amount of original issue discount that is allocable to
an accrual period generally will be the excess of the product of the adjusted
issue price of the New Note at the beginning of the accrual period (the issue
price of the New Notes generally increased by all prior accruals of original
issue discount and decreased by the amount of any payments made on the New
Notes, other than payments of qualified stated interest) and the yield to
maturity of the New Note over the stated interest paid during the accrual period
or on the first day of the succeeding accrual period. Any amount of original
issue discount included in income will increase a U.S. Holder's basis in the New
Notes.
 
     The Company is required to furnish certain information to the IRS, and will
furnish annually to the record Holders of New Notes information with respect to
original issue discount accruing during the calendar year. That information will
be based upon the adjusted issue price of the New Note as if the Holder were the
original holder of the New Note.
 
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<PAGE>   86
 
     Optional Redemption.  In determining the yield and maturity of a debt
instrument which contains a call option, such as the New Notes, the Company will
be presumed to exercise the call option if, by utilizing the date of exercise of
the call option as the maturity date and the redemption price as the stated
redemption price at maturity, the exercise of such option minimizes the yield on
the debt instrument. See "Description of the New Notes -- Optional Redemption."
If the New Note is not in fact called on the presumed exercise date, then, for
purposes of the accrual of original issue discount, the yield and maturity of
the New Note are redetermined by treating the New Note as reissued on that date
for an amount equal to its adjusted issue price (generally the original issue
price increased by the aggregate amount of previously accrued original issue
discount less payments other than qualified stated interest) on that date.
 
     Applicable High Yield Discount Obligation.  The original issue discount on
any obligation that constitutes an "applicable high yield discount obligation"
is not deductible by the issuer thereof until paid. An "applicable high yield
discount obligation" is any debt instrument that (i) has a maturity date which
is more than five years from the date of issue, (ii) has a yield to maturity
which equals or exceeds the applicable federal rate (as set forth in Section
1274(d) of the Code) for the calendar month in which the obligation is issued
plus five percentage points and (iii) has "significant original issue discount."
A debt instrument generally has "significant original issue discount" if the
aggregate amount of interest (including original issue discount) that would be
includible in gross income with respect to the debt instrument for periods
before the close of any accrual period that ends more than five years after the
date of issue exceeds the sum of (i) the aggregate amount of interest to be paid
on the instrument before the close of such accrual period and (ii) the product
of the issue price of the instrument and its yield to maturity. Moreover, if the
debt instrument's yield to maturity exceeds the applicable federal rate plus six
percentage points, a ratable portion of the issuing corporation's deduction for
original issue discount (the "Disqualified OID") will be permanently denied. In
the case of a corporate Holder of such debt instrument, the Disqualified OID
will be treated, when accrued, as a dividend to the extent of the issuing
corporation's current or accumulated earnings and profits for purposes of the
dividends received deduction provisions in the Code.
 
     The Company expects that the New Notes will constitute applicable high
yield discount obligations and a portion of the original issue discount on the
New Notes will be treated as Disqualified OID. As a result, the Company will not
be allowed a deduction for the accrual of original issue discount on the New
Notes until such interest is actually paid, and the Company will not be allowed
a deduction for the accrual or payment of the portion of the original issue
discount that constitutes Disqualified OID. Subject to otherwise applicable
limitations, corporate Holders of the New Notes generally should be allowed a
dividends received deduction with respect to the accrual of the Disqualified OID
so long as the Company has sufficient current or accumulated earnings and
profits.
 
     Sale or Redemption.  A U.S. Holder generally will recognize taxable gain or
loss on the sale or redemption of the New Notes equal to the difference between
the amount realized from such sale or redemption and his or her adjusted tax
basis for such New Notes. Such gain or loss generally will be capital gain or
loss and will be classified as mid-term or long-term capital gain or loss if the
holding period for such New Notes is more than 12 months or 18 months,
respectively. A U.S. Holder's adjusted tax basis in a New Note is generally
equal to the amount paid therefor, increased by original issue discount
previously included in such Holder's gross income with respect to the New Note,
and decreased by payments on the New Note other than payments of qualified
stated interest.
 
     A U.S. Holder generally will not recognize any taxable gain or loss on the
exchange of New Notes for the Old Notes with no material modifications pursuant
to the Registered Exchange Offer.
 
INFORMATION REPORTING AND BACKUP WITHHOLDING
 
     The Company will make annual reports to the IRS and U.S. Holders of the New
Notes regarding the amount of original issue discount and actual and
constructive dividends with respect to such securities paid or accrued during
the year, to the extent required by law.
 
     Under federal income tax law, a U.S. Holder of New Notes may, under certain
circumstances, be subject to "backup withholding" unless such U.S. Holder (i) is
a corporation, or is otherwise exempt and, when
 
                                       85
<PAGE>   87
 
required, demonstrates this fact or (ii) provides a correct taxpayer
identification number, certifies as to no loss of exemption from backup
withholding and otherwise complies with applicable requirements of the backup
withholding rules. The withholding rate is 31% of "reportable payments," which
include interest (including original issue discount), proceeds from sale or
redemption and, under certain circumstances, principal payments.
 
CERTAIN FEDERAL INCOME TAX CONSIDERATIONS APPLICABLE TO FOREIGN HOLDERS
 
     The following discussion summarizes certain United States federal income
tax consequences generally applicable to the ownership and disposition of the
New Notes by a Non-U.S. Holder. This discussion does not purport to deal with
all aspects of United States federal income taxation that may be relevant to a
Non-U.S. Holder and does not describe any tax consequences arising out of the
laws of any state, locality or foreign jurisdiction or out of United States
federal estate and gift tax laws. NON-U.S. HOLDERS ARE ADVISED TO CONSULT THEIR
TAX ADVISORS REGARDING THE UNITED STATES FEDERAL, STATE, LOCAL AND FOREIGN TAX
CONSEQUENCES OF THEIR PARTICIPATION IN THIS OFFERING.
 
     Interest and Original Issue Discount.  Interest paid by the Company to a
Non-U.S. Holder that is not effectively connected with the conduct of a trade or
business within the United States by such Holder generally will not be subject
to United States withholding tax if (i) the Non-U.S. Holder does not actually or
constructively own 10% or more of the total voting power of all voting stock of
the Company, (ii) the Non-U.S. Holder is not a controlled foreign corporation
with respect to which the Company is a "related person" within the meaning of
the Code and (iii) the beneficial owner, under penalty of perjury, certifies
that the beneficial owner is not a United States person and provides the
beneficial owner's name and address on U.S. Treasury Form W-8 (or a suitable
substitute form). A Non-U.S. Holder that does not qualify for exemption from
withholding under the preceding sentence generally will be subject to United
States withholding tax at the rate of 30% (or a lower applicable treaty rate) on
interest payments.
 
     Interest paid by the Company to a Non-U.S. Holder that is effectively
connected with the conduct of a trade or business within the United States by
such Holder generally will be subject to the United States federal income tax on
net income that applies to United States persons generally (and, with respect to
corporate Holders under certain circumstances, the branch profits tax).
 
     Original issue discount that accrues while a New Note is held by a Non-U.S.
Holder is generally treated in the same manner as interest described above.
Withholding attributable to original issue discount, where required, is made at
the time a payment of interest or principal on the New Note is made or, to the
extent such original issue discount was not previously taxed, at the time the
New Note is sold, exchanged or redeemed.
 
     Gain on Disposition.  A Non-U.S. Holder generally will not be subject to
United States federal income tax (subject to the discussion under "Information
Reporting and Backup Withholding" below) on gain realized on a sale or other
disposition (including a redemption) of New Notes unless (i) the gain is
effectively connected with the conduct of a trade or business within the United
States by the Non-U.S. Holder or (ii) in the case of a Non-U.S. Holder who is a
nonresident alien individual and holds the New Notes as a capital asset, such
Holder is present in the U.S. for 183 or more days in the taxable year of the
sale or disposition.
 
     Information Reporting and Backup Withholding.  In the case of payments of
interest to Non-U.S. Holders, Treasury Regulations provide that the 31% backup
withholding and other reporting will not apply to such payments with respect to
which either the requisite certification, as described above, has been received
or an exemption has otherwise been established (provided that neither the
Company nor its paying agent has actual knowledge that the Holder is a United
States person or the conditions of any other exemption are not in fact
satisfied). Under Treasury Regulations, these information reporting and backup
withholding requirements will apply, however, to the gross proceeds paid to a
foreign person upon the disposition of the New Notes by or through a United
States office of a United States or foreign broker, unless the Holder certifies
to the broker under penalties of perjury as to its name, address and status as a
foreign person or the Holder otherwise establishes an exemption. Information
reporting requirements (but not backup withholding) will also apply to a payment
of the proceeds of a disposition of the New Notes by or through a foreign office
of (i) a United
                                       86
<PAGE>   88
 
States broker, (ii) a foreign broker 50% or more of whose gross income for
certain periods is effectively connected with the conduct of a trade or business
in the United States or (iii) a foreign broker that is a "controlled foreign
corporation", unless the broker has documentary evidence in its records that the
Holder is a Non-U.S. Holder and certain other conditions are met, or the Holder
otherwise establishes an exemption. Neither information reporting nor backup
withholding will generally apply to a payment of the proceeds of a disposition
of the New Notes by or through a foreign office of a foreign broker not subject
to the preceding sentence.
 
REFUNDS
 
     Any amounts withheld under the backup withholding rules from a payment to a
Holder will be allowed as a refund or a credit against such Holder's United
States federal income tax liability, provided that the required information is
furnished to the IRS.
 
OTHER TAX CONSIDERATIONS
 
     There may be other federal, state, local or foreign tax considerations
applicable to the circumstances of a particular Holder of New Notes.
ACCORDINGLY, EACH PROSPECTIVE HOLDER OF NEW NOTES SHOULD CONSULT HIS, HER OR ITS
TAX ADVISER AS TO THE PARTICULAR TAX CONSEQUENCES TO SUCH PROSPECTIVE HOLDER OF
EXCHANGING OLD NOTES FOR NEW NOTES AND OF HOLDING AND DISPOSING OF NEW NOTES.
 
                              PLAN OF DISTRIBUTION
 
     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 resales 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. The Company has agreed that, for a period of 180 days after
the Expiration Date, 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                , 1998, 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 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 or 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 commission
or concessions received by any such persons may be deemed to be underwriting
compensation under the Securities Act. The Letter of Transmittal states that, by
acknowledging that it will deliver and by delivering a Prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.
 
     For a period of 180 days after the Expiration Date the Company will
promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any broker-dealer that requests such documents
in the Letter of Transmittal. The Company has agreed to pay all expenses
incurred in connection with its obligations to conduct the Exchange Offer
(including the reasonable expenses of one counsel for the Holders of the Notes)
and will indemnify the Holders of the Notes (including any broker-dealers)
against certain liabilities, including liabilities under the Securities Act.
 
                                       87
<PAGE>   89
 
                          NOTICE TO CANADIAN RESIDENTS
 
RESALE RESTRICTIONS
 
     The distribution of the Notes in Canada is being made only on a private
placement basis exempt from the requirement that the Company prepare and file a
prospectus with the securities regulatory authorities in each province where
trades of Notes are effected. Accordingly, any resale of the Notes in Canada
must be made in accordance with applicable securities laws which will vary
depending on the relevant jurisdiction, and which may require resales to be made
in accordance with available statutory exemptions or pursuant to a discretionary
exemption granted by the applicable Canadian securities regulatory authority.
Holders are advised to seek legal advice prior to any resale of the Notes.
 
REPRESENTATIONS OF PURCHASERS
 
     Each Holder of Notes in Canada who receives a purchase confirmation will be
deemed to represent to the Company and the dealer from whom such purchase
confirmation is received that (i) such Holder is entitled under applicable
provincial securities laws to purchase such Notes without the benefit of a
prospectus qualified under such securities laws, (ii) where required by law,
that such purchaser is purchasing as principal and not as agent, and (iii) such
purchaser has reviewed the text above under "Resale Restrictions."
 
RIGHTS OF ACTION (ONTARIO PURCHASERS)
 
     The securities being offered are those of a foreign issuer and Ontario
purchasers will not receive the contractual right of action prescribed by
section 32 of the Regulation under the Securities Act (Ontario). As a result,
Ontario purchasers must rely on other remedies that may be available, including
common law rights of action for damages or rescission or rights of action under
the civil liability provisions of the U.S. federal securities laws. Following a
decision of the U.S. Supreme Court, it is possible that Ontario purchasers will
not be able to rely upon the remedies set out in Section 12(2) of the United
States Securities Act of 1933 where securities are being offered under a U.S.
prospectus such as this document.
 
ENFORCEMENT OF LEGAL RIGHTS
 
     All of the issuer's directors and officers as well as the experts named
herein may be located outside of Canada and, as a result, it may not be possible
for Canadian purchasers to effect service of process within Canada upon the
issuer or such persons. All or a substantial portion of the assets of the issuer
and such persons may be located outside of Canada and, as a result, it may not
be possible to satisfy a judgment against the issuer or such persons in Canada
or to enforce a judgment obtained in Canadian courts against such issuer or
persons outside of Canada.
 
NOTICE TO BRITISH COLUMBIA RESIDENTS
 
     A purchaser of Notes to whom the Securities Act (British Columbia) applies
is advised that such purchaser is required to file with the British Columbia
Securities Commission a report within ten days of the sale of any Notes acquired
by such purchaser pursuant to this offering. Such report must be in the form
attached to British Columbia Securities Commission Blanket Order BOR #95/17, a
copy of which may be obtained from the Company. Only one such report must be
filed in respect of Notes acquired on the same date and under the same
prospectus exemption.
 
TAXATION AND ELIGIBILITY FOR INVESTMENT
 
     Canadian purchasers of Notes should consult their own legal and tax
advisors with respect to the tax consequences of an investment in the Notes in
their particular circumstances and with respect to the eligibility of the Notes
for investment by the purchaser under relevant Canadian legislation.
 
                                       88
<PAGE>   90
 
                                 LEGAL MATTERS
 
     The validity of the Notes offered hereby will be passed upon for the
Company by Pedersen & Houpt, P.C., Chicago, Illinois. Peer Pedersen and John H.
Muehlstein, directors of the Company, are also stockholders of Pedersen & Houpt,
P.C.
 
                                    EXPERTS
 
     The consolidated financial statements of the Company and its subsidiary as
of December 28, 1997 and December 31, 1996, and for the years then ended, and as
of December 31, 1995 and for the period from October 10, 1995 (inception) to
December 31, 1995, included in this Prospectus, have been so included in
reliance on the report of Price Waterhouse LLP, independent accountants, given
on the authority of said firm as experts in accounting and auditing.
 
                             AVAILABLE INFORMATION
 
     The Company has filed with the Securities and Exchange Commission,
Washington, D.C. 20549, a Registration Statement on Form S-4 (including all
amendments thereto, the "Registration Statement") under the Securities Act of
1933, with respect to the New Notes offered in connection with the Exchange
Offer. As permitted by the rules and regulations of the SEC, this Prospectus
omits certain information contained in the Registration Statement. For further
information with respect to the Company and the New Notes offered in connection
with the Exchange Offer, reference is made to the Registration Statement and the
exhibits and schedules filed therewith. Statements contained in this Prospectus
concerning the contents of any contract or any other document referred to are
not necessarily complete; reference is made in each instance to the copy of such
contract or document filed as an exhibit to the Registration Statement. Each
such statement is qualified in all respects by such reference to such exhibits.
The Registration Statement, including exhibits and schedules thereto, may be
inspected without charge at the SEC's principal office in Washington, D.C., and
copies of all or any part thereof may be obtained from such office after payment
of fees prescribed by the SEC. The SEC also maintains a Web site that contains
reports, proxy statements and other information regarding registrants, including
the Company, that file such information electronically with the SEC. The address
of the SEC's Web site is http://www.sec.gov.
 
                                       89
<PAGE>   91
 
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 
                                SPINCYCLE, INC.
 
<TABLE>
<CAPTION>
                                                              PAGE
                                                              ----
<S>                                                           <C>
AUDITED CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Accountants...........................   F-2
Consolidated Balance Sheet as of December 28, 1997, December
  31, 1996 and December 31, 1995............................   F-3
Consolidated Statement of Operations for the Years Ended
  December 28, 1997 and December 31, 1996 and for the period
  from October 10, 1995 (inception) to December 31, 1995....   F-4
Consolidated Statement of Mandatorily Redeemable Preferred
  Stock and Shareholders' Equity (Deficit) for the Years
  Ended December 28, 1997 and December 31, 1996 and for the
  period from October 10, 1995 (inception) to December 31,
  1995......................................................   F-5
Consolidated Statement of Cash Flows for the Years Ended
  December 28, 1997 and December 31, 1996 and for the period
  from October 10, 1995 (inception) to December 31, 1995....   F-6
Notes to Consolidated Financial Statements..................   F-7
 
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Balance Sheet as of March 22, 1998 and December
  28, 1997..................................................  F-17
Consolidated Statement of Operations for the Quarters Ended
  March 22, 1998 and March 31, 1997.........................  F-18
Consolidated Statement of Cash Flows for the Quarters Ended
  March 22, 1998 and March 31, 1997.........................  F-19
Notes to Unaudited Consolidated Financial Statements........  F-20
</TABLE>
 
                                       F-1
<PAGE>   92
 
                       REPORT OF INDEPENDENT ACCOUNTANTS
 
To the Board of Directors and Shareholders of
SpinCycle, Inc.
 
     In our opinion, the accompanying consolidated balance sheet and the related
consolidated statements of operations, mandatorily redeemable preferred stock
and shareholders' equity (deficit) and cash flows present fairly, in all
material respects, the financial position of SpinCycle, Inc. and its subsidiary
at December 28, 1997, December 31, 1996 and December 31, 1995, and the results
of their operations and their cash flows for the years ended December 28, 1997
and December 31, 1996 and for the period from October 10, 1995 (inception) to
December 31, 1995, in conformity with generally accepted accounting principles.
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 of these statements in accordance with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.
 
                                      /s/ Price Waterhouse LLP
 
Price Waterhouse LLP
Phoenix, Arizona
March 13, 1998
 
                                       F-2
<PAGE>   93
 
                                SPINCYCLE, INC.
 
                           CONSOLIDATED BALANCE SHEET
 
<TABLE>
<CAPTION>
                                                     DECEMBER 28,    DECEMBER 31,    DECEMBER 31,
                                                         1997            1996            1995
                                                     ------------    ------------    ------------
<S>                                                  <C>             <C>             <C>
ASSETS
Current assets:
  Cash and cash equivalents........................  $  8,249,161    $   360,006       $ 5,001
  Landlord allowances..............................     1,081,396        170,000            --
  Prepaid expenses.................................       483,828        201,435        20,000
  Inventory........................................        71,517         49,209            --
  Land held for sale-leaseback.....................     4,120,039             --            --
  Other current assets.............................       952,881         40,062         4,223
                                                     ------------    -----------       -------
     Total current assets..........................    14,958,822        820,712        29,224
Property and equipment, net........................    53,969,382     12,840,712        18,130
Goodwill, net......................................     6,150,839             --            --
Other assets.......................................       417,123        147,923         7,433
                                                     ------------    -----------       -------
          Total assets.............................  $ 75,496,166    $13,809,347       $54,787
                                                     ============    ===========       =======
 
LIABILITIES, MANDATORILY REDEEMABLE PREFERRED STOCK
AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
  Accounts payable.................................  $  5,950,086    $ 4,820,207       $ 3,837
  Construction payables............................       951,242        762,847            --
  Accrued utilities................................       616,779          8,841            --
  Accrued expenses.................................     1,453,455        422,446            --
  Advances from shareholder........................            --        150,000        56,400
  Current portion of long-term debt................       578,360             --            --
                                                     ------------    -----------       -------
     Total current liabilities.....................     9,549,922      6,164,341        60,237
Long-term debt.....................................    35,347,428      4,591,844            --
Deferred rent......................................     1,225,728        134,266            --
Other liabilities..................................       207,386             --            --
                                                     ------------    -----------       -------
          Total liabilities........................    46,330,464     10,890,451        60,237
                                                     ------------    -----------       -------
Commitments and Contingencies
Series A, Series B and Series C mandatorily
  redeemable preferred stock, $.01 par value,
  370,000 shares authorized, 262,213, 54,478 and 0
  shares issued and outstanding, respectively......    48,792,805      6,809,700            --
                                                     ------------    -----------       -------
Shareholders' equity (deficit):
  Common stock, $.01 par value, 630,000 shares
     authorized, 38,487, 34,280 and 4 shares issued
     and outstanding, respectively.................           385            343             1
  Additional paid-in capital.......................         9,273          8,227            --
  Accumulated deficit..............................   (19,636,761)    (3,899,374)       (5,451)
                                                     ------------    -----------       -------
  Total shareholders' equity (deficit).............   (19,627,103)    (3,890,804)       (5,450)
                                                     ------------    -----------       -------
  Total liabilities, mandatorily redeemable
     preferred stock and shareholders' equity
     (deficit).....................................  $ 75,496,166    $13,809,347       $54,787
                                                     ============    ===========       =======
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
                                       F-3
<PAGE>   94
 
                                SPINCYCLE, INC.
 
                      CONSOLIDATED STATEMENT OF OPERATIONS
 
<TABLE>
<CAPTION>
                                                                                                   PERIOD FROM
                                                                   YEARS ENDED                  OCTOBER 10, 1995
                                                      --------------------------------------     (INCEPTION) TO
                                                      DECEMBER 28, 1997    DECEMBER 31, 1996    DECEMBER 31, 1995
                                                      -----------------    -----------------    -----------------
<S>                                                   <C>                  <C>                  <C>
Revenues............................................    $  8,652,888          $ 1,014,516          $       --
Cost of revenues -- store operating expenses,
  excluding depreciation and amortization...........       7,982,566            1,193,020                  --
                                                        ------------          -----------          ----------
  Gross operating profit (loss).....................         670,322             (178,504)                 --
Preopening costs....................................         456,920              472,811                  --
Depreciation and amortization.......................       2,340,647              568,280                  --
Selling, general and administrative expenses........      10,729,663            2,653,698               5,451
Loss on disposal of property and equipment..........         479,500                   --                  --
                                                        ------------          -----------          ----------
  Operating loss....................................     (13,336,408)          (3,873,293)             (5,451)
Interest income.....................................         432,812               28,741                  --
Interest expense, net of amount capitalized of
  $327,727 in 1997..................................        (891,913)             (49,371)                 --
                                                        ------------          -----------          ----------
  Net loss..........................................     (13,795,509)          (3,893,923)             (5,451)
Accretion of redeemable preferred stock.............      (1,941,878)                  --                  --
                                                        ------------          -----------          ----------
  Net loss applicable to holders of common stock....    $(15,737,387)         $(3,893,923)         $   (5,451)
                                                        ============          ===========          ==========
  Net loss per common share.........................          $(412.76)            $(117.42)           $(1,362.75)
                                                        ============          ===========          ==========
Weighted average number of common shares
  outstanding.......................................          38,127               33,162                   4
                                                        ============          ===========          ==========
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
                                       F-4
<PAGE>   95
 
                                SPINCYCLE, INC.
 
      CONSOLIDATED STATEMENT OF MANDATORILY REDEEMABLE PREFERRED STOCK AND
                         SHAREHOLDERS' EQUITY (DEFICIT)
 
<TABLE>
<CAPTION>
                                                 MANDATORILY
                                                 REDEEMABLE
                                               PREFERRED STOCK          STOCK        COMMON STOCK     ADDITIONAL
                                            ---------------------   SUBSCRIPTIONS   ---------------    PAID-IN     ACCUMULATED
                                            SHARES      AMOUNT       RECEIVABLE     SHARES   AMOUNT    CAPITAL       DEFICIT
                                            -------   -----------   -------------   ------   ------   ----------   ------------
<S>                                         <C>       <C>           <C>             <C>      <C>      <C>          <C>
October 10, 1995 (inception)..............       --   $        --   $         --         4    $  1      $   --     $         --
Net loss..................................                                                                               (5,451)
                                            -------   -----------   ------------    ------    ----      ------     ------------
Balance at December 31, 1995..............       --            --             --         4       1          --           (5,451)
  Issuance of Series A Redeemable
    Preferred Stock.......................   53,960     6,745,000     (6,745,000)
  Issuance of Series A Redeemable
    Preferred Stock for services..........      518        64,700
  Issuance of Common Stock for services...                                          34,276     342       8,227
  Payment of stock subscriptions..........                             6,745,000
  Net loss................................                                                                           (3,893,923)
                                            -------   -----------   ------------    ------    ----      ------     ------------
Balance at December 31, 1996..............   54,478     6,809,700             --    34,280     343       8,227       (3,899,374)
  Issuance of Series A Redeemable
    Preferred Stock, net..................   21,350     2,598,750     (2,668,750)
  Issuance of Series A Redeemable
    Preferred Stock for services..........    1,146       143,300
  Issuance of Series B Redeemable
    Preferred Stock, net..................  125,498    24,382,912    (24,999,912)
  Issuance of Common Stock for services...                                           4,207      42       1,046
  Accretion of Series A and Series B
    Redeemable Preferred Stock............              1,941,878                                                    (1,941,878)
 
  Issuance of Series C Redeemable
    Preferred Stock, net..................   59,741    12,916,265    (13,272,265)
  Payments of stock subscriptions.........                            40,940,927
  Net loss................................                                                                          (13,795,509)
                                            -------   -----------   ------------    ------    ----      ------     ------------
Balance at December 28, 1997..............  262,213   $48,792,805   $         --    38,487    $385      $9,273     $(19,636,761)
                                            =======   ===========   ============    ======    ====      ======     ============
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
                                       F-5
<PAGE>   96
 
                                SPINCYCLE, INC.
 
                      CONSOLIDATED STATEMENT OF CASH FLOWS
 
<TABLE>
<CAPTION>
                                                                                                      PERIOD FROM
                                                                        YEARS ENDED                OCTOBER 10, 1995
                                                           -------------------------------------    (INCEPTION) TO
                                                           DECEMBER 28, 1997   DECEMBER 31, 1996   DECEMBER 31, 1995
                                                           -----------------   -----------------   -----------------
<S>                                                        <C>                 <C>                 <C>
Cash flows provided by (used in) operating activities:
  Net loss...............................................    $(13,795,509)        $(3,893,923)          $(5,451)
  Adjustments to reconcile net loss to net cash provided
     by (used in) operating activities:
  Depreciation and amortization..........................       2,340,647             568,280                --
  Loss on disposal of property and equipment.............         479,500                  --                --
  Issuance of stock for services.........................         144,388              73,269                 1
  Changes in assets and liabilities:
     Landlord allowances.................................        (911,396)           (170,000)               --
     Prepaid expenses....................................        (282,393)           (181,435)          (20,000)
     Inventory...........................................         (22,308)            (49,209)               --
     Other current assets................................        (912,819)            (35,839)           (4,223)
     Other assets........................................        (269,200)            (75,490)           (7,433)
     Accounts payable....................................       1,129,879           4,816,370             3,837
     Construction payables...............................         188,395             762,847                --
     Accrued utilities...................................         607,938               8,841                --
     Accrued expenses....................................       1,031,009             422,446                --
     Deferred rent.......................................       1,091,462             134,266                --
     Other liabilities...................................         207,386                  --                --
                                                             ------------         -----------           -------
     Net cash provided by (used in) operating
       activities........................................      (8,973,021)          2,380,423           (33,269)
                                                             ------------         -----------           -------
Cash flows used in investing activities:
  Purchase of fixed assets...............................      (6,350,490)         (8,504,045)          (18,130)
  Land held for sale-leaseback...........................      (4,120,039)                 --                --
  Acquisition of businesses, net of cash acquired........     (12,063,521)                 --                --
  Capitalized interest...................................        (327,727)                 --                --
                                                             ------------         -----------           -------
     Net cash used in investing activities...............     (22,861,777)         (8,504,045)          (18,130)
                                                             ------------         -----------           -------
Cash flows provided by financing activities:
  Advances from shareholder..............................        (150,000)             93,600            56,400
  Payments on notes payable..............................         (23,974)           (294,973)               --
  Debt issuance costs paid...............................              --             (65,000)               --
  Proceeds from notes payable............................              --                  --                --
  Proceeds from stock subscriptions, net.................      39,897,927           6,745,000                --
                                                             ------------         -----------           -------
     Net cash provided by financing activities...........      39,723,953           6,478,627            56,400
                                                             ------------         -----------           -------
Net increase in cash and cash equivalents................       7,889,155             355,005             5,001
Cash and cash equivalents, beginning of year.............         360,006               5,001                --
                                                             ------------         -----------           -------
Cash and cash equivalents, end of year...................    $  8,249,161         $   360,006           $ 5,001
                                                             ============         ===========           =======
Supplemental disclosure of non-cash financing activities:
  Stock subscriptions for issuance of Redeemable
     Preferred Stock.....................................    $ 40,940,927         $ 6,745,000
  Equipment financed with long-term debt.................    $ 31,357,918         $ 4,886,817
  Interest paid..........................................    $  1,173,236         $    49,371
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
                                       F-6
<PAGE>   97
 
                                SPINCYCLE, INC.
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
1. ORGANIZATION
 
     SpinCycle, Inc. (the Company) is a specialty retailing company engaged in
the coin laundry business. The Company was incorporated under the laws of the
state of Minnesota on October 10, 1995 and subsequently reincorporated under the
laws of the State of Delaware. The Company was in the developmental stage from
October 10, 1995 (inception) to June 30, 1996. On October 1, 1997, the Company
dissolved its wholly-owned subsidiary, Pinnacle Financial, Inc., a commercial
equipment leasing company. This dissolution had no effect on the Company's
consolidated financial statements.
 
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
  Basis of presentation
 
     The consolidated financial statements include the accounts of the Company
and its wholly-owned subsidiary. All intercompany balances and transactions have
been eliminated in consolidation.
 
  Fiscal year change
 
     Effective December 1997, the Company changed its fiscal year previously
ended December 31 to a thirteen period fiscal year, comprised of thirteen four
week periods. This change in fiscal year-end had an immaterial effect on the
Company's 1997 results of operations and financial condition.
 
  Cash and cash equivalents
 
     The Company considers all highly liquid investments with a maturity of
three months or less when purchased to be cash equivalents. The carrying value
of cash equivalents approximates fair value. At December 28, 1997, $213,117 of
time deposits was pledged as collateral on outstanding letters of credit related
to agreements in place with suppliers and as collateral for the Company's
corporate office lease agreement.
 
  Fair Value of Financial Instruments
 
     The carrying amounts for cash and cash equivalents, landlord allowances,
accounts payable and accrued expenses reported in the Company's balance sheet
approximate fair value because of the short maturity of those instruments. The
carrying amount of debt also approximates fair value as stated interest rates
approximate market interest rates for debt of same remaining maturities.
 
  Concentration of risk
 
     The Company places its cash with high credit quality institutions. At
times, cash balances may be in excess of the FDIC insurance limit. The Company
has not experienced any losses on its cash balances.
 
  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 revenue and expenses during the reporting
period. Actual results could differ from those estimates.
 
  Landlord allowances and deferred rent
 
     Landlord allowances represent incentives received by the Company on certain
of its store leases. Deferred rent represents the related unearned incentive
recorded at lease inception and is amortized as a reduction to rent expense over
the term of the related leases.
 
                                       F-7
<PAGE>   98
                                SPINCYCLE, INC.
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
  Inventory
 
     Inventories are stated at the lower of cost or market. Cost is determined
on the first-in, first-out (FIFO) basis.
 
  Property and equipment
 
     Property and equipment are stated at cost. Capitalized amounts include
expenditures which materially extend the useful lives of existing facilities and
equipment. Expenditures for repairs and maintenance which do not materially
extend the useful lives of the related assets are charged to expense as
incurred.
 
  Depreciation and amortization
 
     Depreciation is provided principally on the straight-line method over the
following useful lives:
 
<TABLE>
<CAPTION>
                                                                     YEARS
                                                                     -----
<S>                                                 <C>
Laundry equipment...............................                                         10
Leasehold improvements..........................    Shorter of economic life or lease term.
Computer and office equipment...................                                          5
Store equipment.................................                                          5
</TABLE>
 
  Goodwill
 
     Goodwill represents the excess of cost over the net tangible and
identifiable intangible assets of acquired businesses. Goodwill is stated at
cost and is amortized on a straight-line basis over fifteen years. Pursuant to
SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of," the Company evaluates the recoverability
of goodwill and its other long-lived assets whenever a significant change in the
business environment indicates that expected future net cash flows (undiscounted
and without interest) would become less than the carrying amount of the asset.
Accumulated amortization of goodwill amounted to $30,000 at December 28, 1997.
 
  Revenue recognition
 
     The Company recognizes revenue upon performance of services.
 
  Stock compensation
 
     The Company measures compensation cost related to employee stock options
using the intrinsic value method of accounting prescribed by APB Opinion No. 25,
"Accounting for Stock Issued to Employees."
 
  Income taxes
 
     The Company accounts for income taxes under the liability method of
accounting pursuant to Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes." Deferred tax assets and liabilities are
determined based on the difference between the financial statement and tax bases
of assets and liabilities using currently enacted tax rates.
 
     As a result of the current uncertainty as to the future realizability of
the tax benefits associated with approximately $17,550,000 of net operating
losses incurred to date, no income tax benefit has been recorded in the
financial statements.
 
                                       F-8
<PAGE>   99
                                SPINCYCLE, INC.
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
  Advertising costs
 
     The Company expenses advertising costs as incurred. The Company incurred
$1,574,839 and $364,831 in advertising costs for the years ended December 28,
1997 and December 31, 1996, respectively.
 
  Preopening costs
 
     The Company expenses preopening costs as incurred. The Company incurred
$456,920 and $472,811 in preopening costs during the years ended December 28,
1997 and December 31, 1996, respectively.
 
  Capital stock
 
     As more fully discussed in Note 7, in June 1997, the Company effected a
one-for-twenty-five reverse stock split of preferred and common stock. Per share
par value did not change as a result of this event. Share amounts presented in
these financial statements have been adjusted to reflect the stock split on a
retroactive basis.
 
  Earnings per Share
 
     The Company applies the principles of SFAS No. 128, "Earnings per Share,"
to calculate, present and disclose earnings per share. Basic earnings per share
is computed by dividing the net loss applicable to holders of common stock ("the
net loss") by the weighted average number of common shares outstanding during
each period. Diluted earnings per share is computed by dividing the net loss by
the weighted average number of common shares outstanding during the period
adjusted for dilutive stock options and dilutive common shares assumed to be
issued on conversion of Preferred Stock to common stock. Diluted earnings per
share has not been presented as the computation is anti-dilutive due to the
Company's net loss in each period.
 
  Liquidity
 
     During fiscal 1997, the Company experienced a net loss of $13,795,509 and
at December 28, 1997 had an accumulated deficit of $19,636,761. During the first
quarter of fiscal 1998, the Company raised approximately $3 million through the
issuance of its Series C Convertible Preferred Stock. The Company's management
believes that the proceeds from this offering, the availability of funds from
the LaSalle Credit Facility (see Note 9), the measures it has initiated to
control operating and development costs, as well as the availability of
additional capital in anticipated future offerings, will enable the Company to
maintain operations for the foreseeable future.
 
3. PROPERTY AND EQUIPMENT
 
     Property and equipment consists of the following:
 
<TABLE>
<CAPTION>
                                                        DECEMBER 28,    DECEMBER 31,    DECEMBER 31,
                                                            1997            1996            1995
                                                        ------------    ------------    ------------
<S>                                                     <C>             <C>             <C>
Leasehold improvements..............................    $20,187,979     $ 6,736,192       $    --
Laundry equipment...................................     27,474,138       4,053,454            --
Construction in progress............................      4,694,175       1,303,320            --
Store equipment.....................................      1,906,795         689,408            --
Computer and office equipment.......................      2,584,918         626,618        18,130
                                                        -----------     -----------       -------
                                                         56,848,005      13,408,992        18,130
Less: Accumulated depreciation and amortization.....     (2,878,623)       (568,280)           --
                                                        -----------     -----------       -------
                                                        $53,969,382     $12,840,712       $18,130
                                                        ===========     ===========       =======
</TABLE>
 
                                       F-9
<PAGE>   100
                                SPINCYCLE, INC.
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
4. ACQUISITIONS
 
     During the year ended December 28, 1997, the Company acquired several
existing coin laundry businesses for a total cash outlay of $12,063,521, net of
cash acquired. These acquisitions were accounted for under the purchase method
of accounting. In connection with these acquisitions, the Company recorded
goodwill of $6,180,839 and did not assume any liabilities of the sellers.
 
     The following unaudited pro forma information presents a summary of
consolidated results of operations of the Company and the acquired coin laundry
businesses as if the acquisitions had occurred January 1, 1996.
 
<TABLE>
<CAPTION>
                                                               YEAR ENDED      YEAR ENDED
                                                              DECEMBER 28,    DECEMBER 31,
                                                                  1997            1996
                                                              ------------    ------------
<S>                                                           <C>             <C>
Net Sales...................................................  $ 14,315,787    $ 8,633,567
Net loss....................................................  $(13,970,392)   $(4,355,223)
Net loss per common share...................................  $    (417.35)   $   (131.33)
</TABLE>
 
     These unaudited pro forma results have been prepared for comparative
purposes only and include certain adjustments, such as additional depreciation
expense as a result of a step-up in the basis of fixed assets, additional
amortization expense as a result of goodwill and other intangible assets, and
increased interest expense on acquisition debt. They do not purport to be
indicative of the results of operations which actually would have resulted had
the combination been in effect on January 1, 1996 or of future results of
operations of the consolidated entities.
 
5. LONG-TERM DEBT
 
     On November 22, 1996, the Company entered into a loan agreement with an
equipment manufacturer which provided for borrowings up to an initial maximum
amount of $20 million to finance the purchase and installation of new
coin-operated laundromat equipment. This agreement was amended to provide for
borrowings up to a maximum amount of $35 million and then $45 million in July
1997 and February 1998, respectively. Of the $45.0 million in place, $30.0
million is available for equipment financing and $15.0 million is available for
acquisition financing. Borrowings under the agreement, which aggregated
$35,925,788 at December 28, 1997, bear interest at prime plus 1.875% (10.375% at
December 28, 1997) and require interest only payments for a period of 12 months
following the date of the borrowings with principal and interest payments due
thereafter in 72 monthly installments. To enter into the agreement, the Company
paid a facility fee of $65,000 which is being amortized over the term of the
agreement. Borrowings under the agreement are secured by the related equipment
with a net book value of $49,996,357 at December 28, 1997. This security
collateral is shared equally pursuant to an inter-creditor agreement with
LaSalle National Bank (see Note 9) which was entered into in March 1998. At
December 28, 1997, the Company was not in compliance with its financial
covenants related to maintaining certain leverage and operating income ratios.
Accordingly, the Company obtained waivers from its lender with respect to such
covenants at December 28, 1997.
 
     Long-term debt is scheduled to mature during future fiscal years as
follows:
 
<TABLE>
<S>                                                        <C>
1998...................................................    $   578,360
1999...................................................      2,198,154
2000...................................................      2,437,376
2001...................................................      2,702,632
2002...................................................      2,996,756
Thereafter.............................................     25,012,510
                                                           -----------
                                                           $35,925,788
                                                           ===========
</TABLE>
 
                                      F-10
<PAGE>   101
                                SPINCYCLE, INC.
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
6. INCOME TAXES
 
     Deferred income tax assets (liabilities) consist of the following:
 
<TABLE>
<CAPTION>
                                                        DECEMBER 28,    DECEMBER 31,    DECEMBER 31,
                                                            1997            1996            1995
                                                        ------------    ------------    ------------
<S>                                                     <C>             <C>             <C>
Deferred tax assets:
       Net operating loss carryforwards...............  $ 7,019,952     $ 1,509,331         $--
       Other..........................................      313,111          49,397          --
                                                        -----------     -----------         ---
                                                          7,333,063       1,558,728
                                                        -----------     -----------         ---
  Deferred tax liabilities:
       Depreciation...................................     (257,969)         (9,746)         --
       Other..........................................      (37,673)         (1,217)         --
                                                        -----------     -----------         ---
                                                           (295,642)        (10,963)         --
                                                        -----------     -----------         ---
     Net deferred tax asset...........................    7,037,421       1,547,765          --
     Less: valuation allowance........................   (7,037,421)     (1,547,765)         --
                                                        ===========     ===========         ===
                                                        $        --     $        --         $--
                                                        ===========     ===========         ===
</TABLE>
 
     In assessing the realizability of its deferred tax assets, the Company
considers whether it is more likely than not that some or all of such assets
will be realized. As a result of historical operating losses, the Company has
fully reserved its net deferred tax assets as of December 28, 1997. The Company
will consider release of the valuation allowance once profitable operations have
been sustained.
 
     As of December 28, 1997, the Company had net operating loss carryforwards
of approximately $17,550,000 which will begin to expire in 2011. In the event of
a change in ownership as defined by section 382 of the Internal Revenue Code, a
significant limitation may be imposed on the availability of the Company's net
operating loss carryforwards. It is possible that the Company has experienced
one or more ownership changes in 1996 and 1997 as a result of the Company
raising various rounds of private equity or that such an ownership change may
have occurred or be deemed to have occurred.
 
7.  MANDATORILY REDEEMABLE PREFERRED STOCK AND SHAREHOLDERS' EQUITY
 
  Mandatorily Redeemable Preferred Stock
 
     The Company has issued nonvoting, Series A, Series B and Series C
Redeemable Preferred Stock (collectively, the Preferred Stock). Dividends are
payable only when declared by the Board of Directors and are noncumulative. Each
share of the Preferred Stock is mandatorily convertible into one share of common
stock prior to the closing of the first underwritten public offering pursuant to
a registration statement on Form S-1 in which the proceeds to the Company are at
least $5,000,000. The Company has reserved common shares equivalent to the
outstanding preferred shares. Holders of all three series of the Preferred Stock
have substantially the same rights except that holders of Series C stock were
granted the right to elect one member to the Company's Board of Directors. In
connection with the issuance of the Preferred Stock, the Company incurred
approximately $1,043,000 of issuance costs.
 
     The Preferred Stock has a liquidating preference over the common stock. In
the event of liquidation, the holders of Preferred Stock are entitled to receive
an amount equal to the price paid for the shares to the Company and participate
on a pro rata basis with common stock shareholders for the remaining assets of
the Company. Holders of the Preferred Stock have the right to require the
Company to purchase all of the Preferred Stock at any time after June 1, 2001 at
a redemption price equal to the greater of the purchase price of the shares plus
accrued but unpaid dividends or the appraised value of the shares. Redemption of
such shares is further subject to the terms and conditions set forth in the Put
Agreement between the Company and
 
                                      F-11
<PAGE>   102
                                SPINCYCLE, INC.
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
the holders of the Preferred Stock. At December 28, 1997, the accreted value of
the Preferred Stock is approximately $48,793,000.
 
     As of March 13, 1998, the Series C Redeemable Preferred Stock offering had
not yet been terminated. The Company has received approximately $16 million in
aggregate cash proceeds for this offering through March 13, 1998.
 
  Stock Split
 
     On June 30, 1997, the Company effected a one-for-twenty-five reverse stock
split of its preferred and common stock. Per share par value did not change as a
result of this event. Accordingly, all references to shares issued and
outstanding in the financial statements have been retroactively restated to give
effect to this stock split.
 
  Employee Stock Option Plan
 
     The SpinCycle, Inc. 1995 Amended and Restated Stock Option Plan (the Plan)
provides for the issuance of employee stock options. Under the provisions of the
Plan, the Compensation and Organization Committee (the Committee), which is
appointed by the Board of Directors of the Company has the discretion to
determine, among other things, the employees to whom options may be granted; the
number of options to be granted; the vesting period assigned to the options; and
such other terms and conditions, consistent with the terms of the Plan, as the
Committee deems appropriate. Substantially all options currently outstanding at
December 28, 1997 vest ratably over a five year period from the date granted.
The Committee also has the discretion to determine whether options granted shall
be Incentive Stock Options (ISOs) within the meaning of section 411 (a) of the
Internal Revenue Code or non-qualified stock options. The Company has reserved
32,000 shares of its common stock for issuance in connection with the Plan.
 
     During 1997, the Company's Board of Directors approved a similar stock
option plan for Directors and certain non-employees. Through March 13, 1998, 80
options have been granted under this new plan. The Company has reserved 2,000
shares of its common stock for issuance in connection with this plan.
 
     The option price for all non-qualified stock options is also determined by
the Committee, provided that in no event shall it be less than 85% of the fair
market value of the stock at the time the option is granted. The option price
for each option which is intended to qualify as an ISO shall be 100% of the fair
market value of the stock at the time the option is granted (110% if the
participant owns at least 10% of the stock immediately before the ISO is
granted). A summary of option activity under the Plan for each of the two years
in the period ended December 28, 1997 is as follows:
 
<TABLE>
<CAPTION>
                                                                                  WEIGHTED
                                                                                  AVERAGE
                                                              OPTION SHARES    EXERCISE PRICE
                                                              -------------    --------------
<S>                                                           <C>              <C>
Outstanding at December 31, 1995............................         --           $    --
  Granted...................................................     10,616            125.00
  Exercised.................................................         --                --
  Expired/terminated........................................         --                --
Outstanding at December 31, 1996............................     10,616            125.00
  Granted...................................................     18,979            154.37
  Exercised.................................................         --                --
  Expired/terminated........................................         --                --
Outstanding at December 28, 1997............................     29,595           $143.84
                                                                 ------           -------
Exercisable at December 28, 1997............................      3,815           $159.21
Weighted average fair value of options granted during fiscal
  1997......................................................     18,979           $ 39.72
Weighted average fair value of options granted during fiscal
  1996......................................................     10,616           $ 19.83
</TABLE>
 
                                      F-12
<PAGE>   103
                                SPINCYCLE, INC.
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
     The Company has adopted the disclosure-only provisions of Statement of
Financial Accounting Standards (SFAS) No. 123, "Accounting for Stock-Based
Compensation". Accordingly, no compensation cost has been recognized for the
stock option agreements. Had compensation cost for the Company's agreements been
determined based on the fair value at the grant date for awards in 1997 and 1996
consistent with the provisions of SFAS No. 123, the Company's net loss and net
loss per common share would have been increased to the pro forma amounts
indicated below:
 
<TABLE>
<CAPTION>
                                                                   1997           1996
                                                                -----------    ----------
<S>                                                             <C>            <C>
Net loss -- as reported.....................................    $13,795,509    $3,893,923
Net loss -- pro forma.......................................     13,924,560     3,928,908
Net loss per common share -- as reported....................    $   (412.76)   $  (117.42)
Net loss per common share -- pro forma......................    $   (416.15)   $  (118.48)
</TABLE>
 
     The fair value of each grant is estimated on the date of grant using the
Black-Scholes option-pricing model applying the following assumptions:
 
<TABLE>
<CAPTION>
                                                               1997       1996
                                                              -------    -------
<S>                                                           <C>        <C>
Expected dividend yield.....................................     0.00%      0.00%
Risk-free interest rate.....................................     6.16%      5.82%
Expected life of options....................................  5 years    3 years
</TABLE>
 
8.  COMMITMENTS
 
     The Company leases substantially all of its stores and corporate offices
under noncancelable operating leases. The leases expire at various dates through
2012. The Company has the option to extend the terms of the leases for periods
ranging from five to twenty years. Certain leases require payment of property
taxes, utilities, common area maintenance costs and insurance. Minimum lease
payments due under the agreements for future fiscal years are as follows:
 
<TABLE>
<S>                                                        <C>
1998...................................................    $ 3,126,841
1999...................................................      3,212,303
2000...................................................      3,226,981
2001...................................................      3,060,239
2002...................................................      2,588,435
Thereafter.............................................     12,038,865
                                                           -----------
                                                           $27,253,664
                                                           ===========
</TABLE>
 
     The above commitments include five operating leases signed prior to
December 28, 1997 with lease terms beginning subsequent to December 28, 1997.
 
     Rent expense totaled $2,518,937 and $386,550 for the years ended December
28, 1997 and December 31, 1996, respectively.
 
9.  SUBSEQUENT EVENTS
 
  LaSalle Credit Facility
 
     In March 1998, the Company entered into a revolving loan agreement with
LaSalle National Bank which provides for borrowings up to a maximum amount of
$15 million primarily to finance working capital requirements. Future borrowings
under this facility may constitute Base Rate Loans or Eurodollar loans. For
those borrowings that constitute Base Rate Loans, the applicable interest rate
will equal the sum of the Base Rate, defined as the bank's prime interest rate
then in effect or the Federal Funds Rate plus 0.50%, whichever
 
                                      F-13
<PAGE>   104
                                SPINCYCLE, INC.
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
is higher, plus 1.25%. For those borrowings that constitute Eurodollar Loans,
the applicable interest rate will equal the Eurodollar Rate plus 3.0%. These
borrowings will be payable no later than March 2000. As discussed in Note 5, the
collateral securing these borrowings will be shared equally pursuant to an
inter-creditor agreement which was entered into in March 1998. The Company paid
an initial commitment fee of $272,000 to enter into the agreement that will be
amortized over the term of the agreement. The agreement also calls for an
ongoing commitment fee computed at an annual rate of one-half of one percent on
the average daily unused portion of the facility. The agreement also specifies
that the Company must comply with certain leverage and operating income ratios
and imposes a limitation on annual capital expenditures.
 
  Sale-Leaseback Transactions
 
     On December 31, 1997, the Company entered into a sale-leaseback transaction
with SpinDevCo., L.L.C. (SpinDevCo), a subsidiary of McMahon-Oliphant, Inc.
Eleven properties consisting of land of $2.5 million and improvements of $4.0
million thereon that were previously acquired by the Company were sold to
SpinDevCo for approximately $6.5 million, then leased back under an operating
lease of fifteen years. The Company received approximately $1.7 million in cash
and a note which is due and payable in April 1998, for the balance of the sales
price of $6.5 million. The note is secured by the properties. The transaction
also calls for the Company to contribute $2,450,000 in additional funds that
will be amortized to rent expense over the term of the related lease agreements.
The transaction qualifies for sale-leaseback accounting in accordance with
Statement of Financial Accounting Standards No. 98, "Accounting for
Leases -- Sale-Leaseback Transactions Involving Real Estate." No gain or loss
was recognized on the sale. As it is management's intent to sell remaining land
recorded on the balance sheet at December 28, 1997, under similar terms and
conditions, land of $4,120,039 has been reclassified to current assets.
 
10.  EMPLOYMENT AGREEMENTS
 
     The Company has entered into employment agreements with two of its key
executive officers. These agreements do not exceed four years in term, provide
for a covenant not to compete for a term of one year subsequent to termination
of the agreements, and provide for the payment of one year of base salary in the
event the employees are terminated for reasons other than for cause.
 
11.  EXECUTIVE SEVERANCE AGREEMENT
 
     As a result of the resignation of the Company's CEO and Chairman of the
Board of Directors, and in accordance with the terms of the related employment
agreement, the Company was obligated to pay this executive $400,000 over the
remaining two-year term of his employment agreement. This amount, including
related payroll taxes, was accrued at December 28, 1997. The current and
long-term portions of this liability are included in accrued expenses and other
liabilities, respectively, on the Company's balance sheet at December 28, 1997.
 
     In addition, the Company forgave a loan outstanding to the executive of
$50,000, plus any interest accrued thereon. The expense associated with this
forgiveness of debt is included in general and administrative expenses in the
Company's statement of operations. This executive also relinquished rights to
any stock options previously granted to him by the Company.
 
     In addition, subsequent to year-end, the Company agreed to repurchase
18,019 shares of common stock owned by this executive for a sum of $200,000.
 
                                      F-14
<PAGE>   105
                                SPINCYCLE, INC.
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
12.  RELATED PARTY TRANSACTIONS
 
  Board of Directors
 
     Two directors of the Company are partners in a law firm which provides
legal services to the Company. The Company paid approximately $400,000 in legal
fees to this firm during 1997.
 
  Advances from Shareholder
 
     During 1996, the Company received an advance of $150,000 from one of the
Company's shareholders. This advance, which was non-interest bearing, was repaid
in full in 1997.
 
13.  SUBSEQUENT EVENTS (UNAUDITED)
 
  Senior Discount Notes Offering
 
     On April 3, 1998, the Company commenced the offering (the Offering) of
unsecured senior discount notes and an indeterminate number of warrants to
purchase Common Stock to "qualified institutional buyers" only as defined in
Rule 144A under the Securities Act. The offering was completed on April 29,
1998, with the Company selling $144,990,000 of 12 3/4% unsecured senior discount
notes ($1,000 principal amount) (the Notes) and warrants (the Warrants) to
purchase 26,661 shares of the Company's Common Stock with an exercise price of
$0.01 per share for gross proceeds to the Company of $100,001,053. The net
proceeds from the offering of approximately $96.8 million were used principally
to pay certain expenses of the offering, repay approximately $46.9 million in
existing indebtedness, to provide funds for investment in new stores and for
general corporate purposes. The Notes will mature on May 1, 2005. No cash
interest will accrue on the Notes prior to May 1, 2001. The Notes will begin to
accrue cash interest at a rate of 12 3/4% per annum commencing May 1, 2001, and
cash interest will be payable thereafter on November 1 and May 1 of each year,
commencing November 1, 2001. The Notes will be redeemable at the option of the
Company, in whole or in part, on or after May 1, 2002, at the redemption prices
set forth in the Prospectus. In addition, at any time and from time to time
prior to May 1, 2001, the Company may redeem in the aggregate up to 35% of the
Accreted Value of the Notes with the proceeds of one or more Public Equity
Offerings following which there is a Public Market, at a redemption price of
112.75% of the Accreted Value to the date of redemption; provided, however, that
at least $94.2 million of the aggregate principal amount of the Notes at
maturity remain outstanding after any such redemption. Upon a Change of Control
(as defined in the Indenture), each holder of the Notes (a 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 Accreted Value thereof, plus accrued
and unpaid interest, if any, to the date of purchase. All terms used herein to
describe the Offering shall have the meaning ascribed to them in the Prospectus
unless otherwise noted.
 
     The Notes will be senior, unsecured obligations of the Company ranking pari
passu in right of payment of principal and interest with all other existing and
future senior unsecured obligations of the Company and will rank senior to all
future subordinated debt of the Company. The Notes will be effectively
subordinated to all Secured Indebtedness of the Company, if any, to the extent
of the value of the assets securing such indebtedness and to all indebtedness
and other obligations (including trade payables) of the Company's future
subsidiaries, if any. The Warrants will be exercisable at any time on or after
the earlier of April 29, 1999 or 60 days after the consummation of an initial
public offering of the Company's Common Stock, and will expire on May 1, 2005.
 
     Prior to the Offering, the Company had in place a $45.0 million credit
facility from Raytheon Commercial Laundry, LLC (Raytheon), one of the largest
commercial laundry equipment vendors, which most recently provided the Company
with approximately $30.0 million of equipment financing and $15.0 million of
acquisition financing. This facility has provided 100% financing for commercial
laundry equipment purchases (based upon list prices) and store acquisitions. The
Company procured a bank credit facility with
 
                                      F-15
<PAGE>   106
                                SPINCYCLE, INC.
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
LaSalle National Bank in March 1998, which provided the Company with $15.0
million for acquisitions and general corporate purposes. On April 29, 1998, the
Company repaid all indebtedness outstanding under these two facilities with the
net proceeds from the Offering and terminated the related loan agreements.
 
     On April 29, 1998, the Company also closed a secured revolving credit
facility in the maximum principal amount of $40 million with Heller Financial,
Inc. (the Heller Facility). The Heller Facility will mature on April 28, 2002.
The Company will be entitled to draw amounts under the Heller Facility, subject
to availability pursuant to a borrowing base formula based upon income from
store operations and net book value of laundry equipment, in order to fund
ongoing working capital, capital expenditures and general corporate purposes.
Interest will accrue on the Heller Facility with reference to the base rate (the
Base Rate) plus 0.50%. The Company may elect that all or a portion of the loans
bear interest at the LIBOR rate (the LIBOR Rate) plus 2.75%. The Base Rate is
defined as, on any date, the "Bank Prime Loan" rate published by the Board of
Governors of the Federal Reserve System plus 0.50%. The LIBOR Rate is defined as
an amount equal to the rate posted on the Reuters Screen LIBO Page on the day
which is three business days prior to the first day of such interest period.
 
  Preferred Stock Put Agreements
 
     In April 1998, the Company received consent of the holders of Preferred
Stock to terminate their put rights subject to the closing of the Company's $100
million bond offering.
 
  Series C Preferred Stock Repricing
 
     In April 1998, the Company modified the price of its Series C Preferred
Stock. In connection with this repricing, holders of Series C Preferred Stock
were issued one share of Common Stock for every 10 shares of Series C Preferred
Stock purchased. A total of 7,295 shares of Common Stock were issued in
connection therewith.
 
  Common Stock Reserved for Stock Option Plan
 
     In April 1998, the Company's Board of Directors reserved, with the consent
of the stockholders, an additional 10,724 shares of the Company's Common Stock
for issuance pursuant to the Company's Amended and Restated Stock Option Plan.
 
                                      F-16
<PAGE>   107
 
                                SPINCYCLE, INC.
 
                           CONSOLIDATED BALANCE SHEET
                                  (UNAUDITED)
 
<TABLE>
<CAPTION>
                                                               MARCH 22,     DECEMBER 28,
                                                                 1998            1997
                                                              -----------    ------------
<S>                                                           <C>            <C>
                                         ASSETS
Current assets:
  Cash and cash equivalents.................................  $ 4,392,800    $ 8,249,161
  Landlord allowances.......................................    1,330,821      1,081,396
  Prepaid expenses..........................................      454,615        483,828
  Inventory.................................................       83,713         71,517
  Note receivable, principal and interest...................    4,930,381             --
  Land held for sale-leaseback..............................    1,666,521      4,120,039
  Other current assets......................................      540,319        952,881
                                                              -----------    -----------
     Total current assets...................................   13,399,170     14,958,822
Property and equipment, net.................................   58,523,848     53,969,382
Goodwill, net...............................................    8,041,312      6,150,839
Prepaid rent -- long-term portion...........................    2,302,564             --
Other assets................................................      706,102        417,123
                                                              -----------    -----------
          Total assets......................................  $82,972,996    $75,496,166
                                                              ===========    ===========
                   LIABILITIES, MANDATORILY REDEEMABLE PREFERRED STOCK
                           AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
  Accounts payable..........................................  $ 2,797,632    $ 5,950,086
  Construction payables.....................................    2,553,512        951,242
  Accrued utilities.........................................      513,599        616,779
  Accrued expenses..........................................    1,475,422      1,453,455
  Current portion of long-term debt.........................    3,105,251        578,360
                                                              -----------    -----------
     Total current liabilities..............................   10,445,416      9,549,922
Long-term debt..............................................   41,386,475     35,347,428
Deferred rent...............................................    2,086,523      1,225,728
Other liabilities...........................................      407,386        207,386
                                                              -----------    -----------
          Total liabilities.................................   54,325,800     46,330,464
                                                              -----------    -----------
Commitments and Contingencies
Series A, Series B and Series C mandatorily redeemable
  preferred stock, $.01 par value, 370,000 shares
  authorized, 275,402 and 262,213 shares issued and
  outstanding, respectively.................................   52,226,272     48,792,805
                                                              -----------    -----------
Shareholders' equity (deficit):
  Common stock, $.01 par value, 630,000 shares authorized,
     20,468 and 38,487 shares issued and outstanding,
     respectively...........................................          205            385
  Additional paid-in capital................................           --          9,273
  Accumulated deficit.......................................  (23,579,281)   (19,636,761)
                                                              -----------    -----------
  Total shareholders' equity (deficit)......................  (23,579,076)   (19,627,103)
                                                              -----------    -----------
Total liabilities, mandatorily redeemable preferred stock
  and shareholders' equity (deficit)........................  $82,972,996    $75,496,166
                                                              ===========    ===========
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
                                      F-17
<PAGE>   108
 
                                SPINCYCLE, INC.
 
                      CONSOLIDATED STATEMENT OF OPERATIONS
                                  (UNAUDITED)
 
<TABLE>
<CAPTION>
                                                                    QUARTERS ENDED
                                                              --------------------------
                                                               MARCH 22,      MARCH 31,
                                                                 1998           1997
                                                              -----------    -----------
<S>                                                           <C>            <C>
Revenues....................................................  $ 5,270,794    $ 1,153,778
Cost of revenues -- store operating expenses, excluding
  depreciation and amortization.............................    4,235,014      1,293,631
                                                              -----------    -----------
  Gross operating profit (loss).............................    1,035,780       (139,853)
Preopening costs............................................       90,765         91,574
Depreciation and amortization...............................    1,274,070        351,358
Selling, general and administrative expenses................    2,173,530      1,572,326
                                                              -----------    -----------
  Operating loss............................................   (2,502,585)    (2,155,111)
Interest income.............................................      125,898         15,158
Interest expense, net of amount capitalized of $87,152 in
  1998......................................................     (846,319)      (108,707)
                                                              -----------    -----------
  Net loss..................................................   (3,223,006)    (2,248,660)
Accretion of redeemable preferred stock.....................     (528,967)      (215,303)
                                                              -----------    -----------
  Net loss applicable to holders of common stock............  $(3,751,973)   $(2,463,963)
                                                              ===========    ===========
  Net loss per common share.................................  $   (111.82)   $    (66.53)
                                                              ===========    ===========
Weighted average number of common shares outstanding........       33,553         37,038
                                                              ===========    ===========
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
                                      F-18
<PAGE>   109
 
                                SPINCYCLE, INC.
 
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                  (UNAUDITED)
 
<TABLE>
<CAPTION>
                                                                    QUARTERS ENDED
                                                              --------------------------
                                                               MARCH 22,      MARCH 31,
                                                                 1998           1997
                                                              -----------    -----------
<S>                                                           <C>            <C>
CASH FLOWS USED IN OPERATING ACTIVITIES:
  Net loss..................................................  $(3,223,006)   $(2,248,660)
  Adjustments to reconcile net loss to net cash provided by
     (used in) operating activities:
  Depreciation and amortization.............................    1,274,070        351,358
  Changes in assets and liabilities:
     Landlord allowances....................................     (249,425)            --
     Prepaid expenses.......................................       29,213       (184,545)
     Inventory..............................................      (12,196)        (2,986)
     Other current assets...................................      412,562       (392,370)
     Prepaid rent...........................................   (2,302,564)            --
     Other assets...........................................      (35,966)        34,995
     Accounts payable.......................................   (3,152,454)    (4,003,808)
     Construction payables..................................    1,602,270       (514,259)
     Accrued utilities......................................     (103,180)       174,730
     Accrued expenses.......................................       21,967      1,723,995
     Deferred rent..........................................      860,795             --
                                                              -----------    -----------
     Net cash used in operating activities..................   (4,877,914)    (5,061,550)
                                                              -----------    -----------
CASH FLOWS USED IN INVESTING ACTIVITIES:
  Purchase of fixed assets..................................   (5,148,652)            --
  Proceeds from sale-leaseback transactions.................    1,457,542             --
  Acquisition of businesses, net of cash acquired...........   (5,036,300)            --
  Capitalized interest......................................      (87,152)            --
                                                              -----------    -----------
     Net cash used in investing activities..................   (8,814,562)            --
                                                              -----------    -----------
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:
  Payments on notes payable.................................      (93,344)            --
  Debt issuance costs paid..................................     (306,447)            --
  Proceeds from notes payable...............................    7,331,406      8,431,122
  Proceeds from stock subscriptions.........................    2,904,500      2,317,050
                                                              -----------    -----------
     Net cash provided by financing activities..............    9,836,115     10,748,172
                                                              -----------    -----------
  Net increase (decrease) in cash and cash equivalents......   (3,856,361)     5,686,622
  Cash and cash equivalents, beginning of year..............    8,249,161        360,006
                                                              -----------    -----------
  Cash and cash equivalents, end of period..................  $ 4,392,800    $ 6,046,628
                                                              ===========    ===========
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:
  Stock subscriptions for issuance of Redeemable Preferred
     Stock..................................................  $ 2,904,500    $ 2,317,050
  Equipment financed with long-term debt....................  $ 1,327,876    $   784,780
  Sale-leaseback financed with note receivable..............  $ 4,930,381    $        --
  Interest paid.............................................  $   620,838    $   108,707
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
                                      F-19
<PAGE>   110
 
                                SPINCYCLE, INC.
 
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 
1.  UNAUDITED CONSOLIDATED FINANCIAL INFORMATION -- BASIS OF PRESENTATION
 
     The unaudited financial information presented herein has been prepared in
accordance with the instructions to Form 10-Q and Regulation S-X and does not
include all of the information and note disclosures required by generally
accepted accounting principles. Therefore, this information should be read in
conjunction with the audited financial statements for the year ended December
28, 1997 and notes thereto included elsewhere in this Prospectus. This
information reflects all adjustments that are, in the opinion of management,
necessary for a fair statement of the results for the interim periods reported.
These adjustments are of a normal and recurring nature.
 
     Basic earnings per share are computed by dividing the net loss applicable
to holders of common stock by the weighted average number of common shares
outstanding during each period. Earnings per share assuming dilution are
computed by dividing the net loss by the weighted average number of common
shares outstanding during the period adjusted for dilutive stock options and
dilutive common shares assumed to be issued on conversion of Preferred Stock to
common stock. Earnings per share assuming dilution has not been presented as the
computation is anti-dilutive due to the Company's net loss in each period. As
discussed in Note 10(A) the number of common shares outstanding increased by
7,295 shares in April 1998 as a result of a repricing of the Series C Preferred
Stock.
 
2.  UNAUDITED INTERIM RESULTS OF OPERATIONS
 
     The results of operations for the periods ended March 22, 1998 and March
31, 1997 are not necessarily indicative of the results to be expected for a full
fiscal year.
 
3.  FISCAL YEAR
 
     As of December 1, 1997, the Company changed its basis of reporting from 12
calendar months to 13 periods per annum. This change allows the Company to
report and compare results on 13 equivalent periods, with each period containing
four Monday through Sunday weeks. The Company's fiscal year ends on the last
Sunday in December. The fiscal year ended December 27, 1998 will include 52
weeks divided into quarters as follows:
          1st Quarter:   Three four week periods
          2nd Quarter:  Three four week periods
          3rd Quarter:   Three four week periods
          4th Quarter:   Four four week periods
 
4.  COMPANY EXPANSION
 
     During the quarter ended March 22, 1998, the Company opened 24 stores in 13
cities, eight of which were acquired stores. As of March 22, 1998 the Company
had opened or acquired 95 stores in 20 markets throughout the United States and
had approximately 17 stores under construction.
 
5.  SALE-LEASEBACK TRANSACTION
 
     On December 31, 1997, the Company entered into a sale-leaseback transaction
with SpinDevCo, L.L.C. (SpinDevCo), a subsidiary of McMahon-Oliphant, Inc.
Eleven properties consisting of land of $2.4 million and improvements of $4.0
million thereon that were previously acquired by the Company were sold to
SpinDevCo for approximately $6.4 million, then leased back under an operating
lease with a 15 year term. The Company received approximately $1.5 million in
cash and a note in the principal amount of approximately $4.9 million, which is
due and payable in April 1998. The note is secured by mortgages on the
properties (see note 10). The transaction also calls for the Company to
contribute $2,450,000 in additional funds that will be amortized to rent expense
over the terms of the related lease agreements. The transaction qualifies for
sale-
 
                                      F-20
<PAGE>   111
                                SPINCYCLE, INC.
 
      NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
leaseback accounting in accordance with Statement of Financial Accounting
Standards (SFAS) No. 98, "Accounting for Leases -- Sale-Leaseback Transactions
Involving Real Estate." No gain or loss was recognized on the sale.
 
6.  SENIOR DISCOUNT NOTES OFFERING
 
     On April 3, 1998, the Company commenced the offering of unsecured senior
discount notes and an indeterminate number of warrants to purchase Common Stock
to "qualified institutional buyers" only as defined in Rule 144A under the
Securities Act. The offering was completed on April 29, 1998, with the Company
selling $144,990,000 of 12 3/4% unsecured senior discount notes ($1,000
principal amount) (the Notes) and warrants (the Warrants) to purchase 26,661
shares of the Company's Common Stock with an exercise price of $0.01 per share
for gross proceeds to the Company of $100,001,053. The net proceeds from the
offering of approximately $96.8 million were used principally to pay certain
expenses of the offering, repay approximately $46.9 million in existing
indebtedness, to provide funds for investment in new stores and for general
corporate purposes. The Notes will mature on May 1, 2005. No cash interest will
accrue on the Notes prior to May 1, 2001. The Notes will begin to accrue cash
interest at a rate of 12 3/4% per annum commencing May 1, 2001, and cash
interest will be payable thereafter on November 1 and May 1 of each year,
commencing November 1, 2001. The Notes will be redeemable at the option of the
Company, in whole or in part, on or after May 1, 2002, at the redemption prices
set forth in the Prospectus. In addition, at any time and from time to time
prior to May 1, 2001, the Company may redeem in the aggregate up to 35% of the
Accreted Value of the Notes with the proceeds of one or more Public Equity
Offerings following which there is a Public Market, at a redemption price of
112.75% of the Accreted Value to the date of redemption; provided, however, that
at least $94.2 million of the aggregate principal amount of the Notes at
maturity remain outstanding after any such redemption. Upon a Change of Control
(as defined in the Prospectus), each holder of the Notes (a 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 Accreted Value thereof, plus
accrued and unpaid interest, if any, to the date of purchase. All terms used
herein to describe the Private Placement shall have the meaning ascribed to them
in the Prospectus unless otherwise noted.
 
     The Notes will be senior, unsecured obligations of the Company ranking pari
passu in right of payment of principal and interest with all other existing and
future senior unsecured obligations of the Company and will rank senior to all
future subordinated debt of the Company. The Notes will be effectively
subordinated to all Secured Indebtedness of the Company, if any, to the extent
of the value of the assets securing such indebtedness and to all indebtedness
and other obligations (including trade payables) of the Company's future
subsidiaries, if any. The Warrants will be exercisable at any time on or after
the earlier of April 29, 1999 or 60 days after the consummation of an initial
public offering of the Company's Common Stock, and will expire on May 1, 2005.
 
     Prior to the Private Placement, the Company had in place a $45.0 million
credit facility from Raytheon Commercial Laundry, LLC (Raytheon), one of the
largest commercial laundry equipment vendors, which most recently provided the
Company with approximately $30.0 million of equipment financing and $15.0
million of acquisition financing. This facility has provided 100% financing for
commercial laundry equipment purchases (based upon list prices) and store
acquisitions. The Company procured a bank credit facility with LaSalle National
Bank in March 1998, which provided the Company with $15.0 million for
acquisitions and general corporate purposes. On April 29, 1998, the Company
repaid all indebtedness outstanding under these two facilities with the net
proceeds from the Private Placement and terminated the related loan agreements.
 
     On April 29, 1998, the Company also closed a secured revolving credit
facility in the maximum principal amount of $40 million with Heller Financial,
Inc. (the Heller Facility). The Heller Facility will mature on April 28, 2002.
The Company will be entitled to draw amounts under the Heller Facility, subject
to availability pursuant to a borrowing base formula based upon income from
store operations and net book value of laundry
 
                                      F-21
<PAGE>   112
                                SPINCYCLE, INC.
 
      NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
equipment, in order to fund ongoing working capital, capital expenditures and
general corporate purposes. Interest will accrue on the Heller Facility with
reference to the base rate (the Base Rate) plus 0.50%. The Company may elect
that all or a portion of the loans bear interest at the LIBOR rate (the LIBOR
Rate) plus 2.75%. The Base Rate is defined as, on any date, the "Bank Prime
Loan" rate published by the Board of Governors of the Federal Reserve System
plus 0.50%. The LIBOR Rate is defined as an amount equal to the rate posted on
the Reuters Screen LIBO Page on the day which is three business days prior to
the first day of such interest period.
 
7.  ACQUISITIONS
 
     During the year ended December 28, 1997, the Company acquired 27 existing
coin laundry businesses for a total cash outlay of $12,063,521, net of cash
acquired. These acquisitions were accounted for under the purchase method of
accounting. In connection with these acquisitions, the Company recorded goodwill
of $6,180,839 and did not assume any liabilities of the sellers.
 
     During the first quarter ended March 22, 1998, the Company acquired eight
existing coin laundry businesses for a total cash outlay of $5,036,300, all of
which were financed, net of cash acquired. These acquisitions were accounted for
under the purchase method of accounting. In connection with these acquisitions,
the Company recorded goodwill of $1,943,500 and did not assume any liabilities
of the sellers. Goodwill is amortized on a straight-line basis over 15 years.
 
     The following unaudited pro forma information presents a summary of
consolidated results of operations of the Company and the acquired coin laundry
businesses as if the acquisitions had occurred January 1, 1997.
 
<TABLE>
<CAPTION>
                                                               1998           1997
                                                            -----------    -----------
<S>                                                         <C>            <C>
Net sales.................................................  $ 5,645,416    $ 3,698,717
Net loss..................................................  $(3,250,553)   $(2,473,981)
Net loss per common share.................................  $   (112.64)   $    (69.88)
</TABLE>
 
     These unaudited pro forma results have been prepared for comparative
purposes only and include certain adjustments, such as additional depreciation
expense as a result of a step-up in the basis of fixed assets, additional
amortization expense as a result of goodwill and other intangible assets, and an
increased interest expense on acquisition debt. They do not purport to be
indicative of the results of operations which actually would have resulted had
the combination been in effect on January 1, 1997 or of future results of
operations of the consolidated entities.
 
8.  STOCK REPURCHASE
 
     On February 27, 1998, the Company entered into an agreement with a former
senior executive of the Company pursuant to which the Company agreed to
repurchase from this former executive 18,019 shares of Common Stock for the sum
of $200,000 to be paid during the fiscal year ending December 31, 2000. This
amount was accrued at March 22, 1998 and is included in other liabilities on the
Company's balance sheet. The corresponding charge is reflected in common stock
and additional paid-in capital on the Company's balance sheet.
 
9.  MANDATORILY REDEEMABLE PREFERRED STOCK
 
     Prior to the termination of the related put rights as discussed in Note
10(D), each class of holders of the Series A, Series B and Series C Convertible
Preferred Stock (collectively, the Preferred Stock) had the right, upon the
demand of 51% of each of the classes, to require the Company to purchase all of
the Preferred Stock at any time after June 1, 2001, at a redemption price equal
to the greater of the purchase price of the
 
                                      F-22
<PAGE>   113
                                SPINCYCLE, INC.
 
      NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
shares plus accrued but unpaid dividends, if any, or, the appraised value of the
shares. The accreted value of all Preferred Stock at March 22, 1998 and December
28, 1997 was $52,226,272 and $48,792,805, respectively.
 
10. SUBSEQUENT EVENTS
 
     Subsequent to the end of the first quarter of 1998, the following events
occurred:
 
     A.  On April 14, 1998, 7,295 shares of Common Stock previously held by a
         former senior executive of the company were issued to Series C
         shareholders in connection with the re-pricing of the Series C
         Convertible Preferred Stock, originally priced at $220 per share.
         Pursuant to a stockholder consent, the Series C offering was converted
         to a unit offering, whereby each Series C unit offered is comprised of
         10 shares of Series C Stock and 1 share of Common Stock for $2,200 per
         unit.
 
     B.  10,724 shares of Common Stock previously held by a former senior
         executive of the Company were reserved for the 1995 Amended and
         Restated Stock Option Plan (the Plan). This addition of shares was
         approved by the stockholders as of April 14, 1998.
 
     C.  Holders of Preferred Stock were granted similar voting rights to those
         held by holders of Common Stock pursuant to a stockholder consent. This
         granting of voting rights was approved by the stockholders as of April
         14, 1998. The Preferred shareholders retain their special voting rights
         with respect to election of directors.
 
     D.  The put rights on the shares of the Preferred Stock were terminated
         pursuant to stockholder consent as of April 14, 1998 contingent upon
         the closing of the Private Placement.
 
     E.  The Company reserved 26,661 shares of Common Stock for issuance upon
         exercise of the Warrants.
 
     F.  On April 16, 1998, the Compensation Committee of the Company's Board of
         Directors granted a total of 1,148 stock options to various employees
         under terms and conditions consistent with the Company's Plan.
 
     G.  The note receivable to the Company from SpinDevCo in the amount of
         approximately $4.9 million, including principal and accrued but unpaid
         interest, was due on April 30, 1998. SpinDevCo requested, and the
         Company has agreed to provide, an extension of the maturity date of the
         note through September 30, 1998. The purpose of this extension is to
         allow SpinDevCo additional time to obtain the financing with which to
         repay the note.
 
                                      F-23
<PAGE>   114
 
             ======================================================
 
  NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY OR THE INITIAL PURCHASER. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY
OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT
TO THE DATE HEREOF OR THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE
COMPANY SINCE SUCH DATE. UNTIL                , ALL DEALERS EFFECTING
TRANSACTIONS IN THE REGISTERED SECURITIES, WHETHER OR NOT PARTICIPATING IN THIS
DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS WHEN ACTING AS
UNDERWRITERS WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
                            ------------------------
 
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                        PAGE
                                        ----
<S>                                     <C>
Prospectus Summary....................    4
Risk Factors..........................   14
Use of Proceeds.......................   21
Capitalization........................   21
Selected Financial and Other Data.....   22
Management's Discussion and Analysis
  of Financial Condition and Results
  of Operations.......................   24
Business..............................   38
Management............................   48
Principal Stockholders................   53
Certain Transactions..................   54
Description of the Heller Facility....   55
Description of the New Notes..........   56
Description of Capital Stock..........   79
Book-Entry; Delivery and Form.........   81
Certain Federal Income Tax
  Consequences........................   83
Plan of Distribution..................   87
Notice to Canadian Residents..........   88
Legal Matters.........................   89
Experts...............................   89
Available Information.................   89
Index to Consolidated Financial
  Statements..........................  F-1
</TABLE>
 
             ======================================================
             ======================================================
 
                                [SPINCYCLE LOGO]
 
                                SPINCYCLE, INC.
                               OFFER TO EXCHANGE
 
                         12 3/4% SENIOR DISCOUNT NOTES
                                   DUE 2005,
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR ANY
       AND ALL OF ITS OUTSTANDING 12 3/4% SENIOR DISCOUNT NOTES DUE 2005
              ---------------------------------------------------
                             PRELIMINARY PROSPECTUS
              ---------------------------------------------------
             ======================================================
<PAGE>   115
 
                                    PART II
 
                     INFORMATION NOT REQUIRED IN PROSPECTUS
 
ITEM 20.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
     Section 145 of the Delaware General Corporation Law (the "Delaware Act")
authorizes indemnification of directors, officers, employees and agents of the
Company; allows the advancement of costs of defending against litigation; and
permits companies incorporated in Delaware to purchase insurance on behalf of
directors, officers, employees and agents against liabilities whether or not in
the circumstances such companies would have the power to indemnify against such
liabilities under the provisions of the statute.
 
     The Company's Amended and Restated Certificate of Incorporation (the
"Certificate") provides for indemnification of the Company's officers and
directors to the fullest extent permitted by Section 145 of the Delaware Act.
The Company intends to obtain directors and officers insurance covering its
executive officers and directors.
 
     The Certificate eliminates, to the fullest extent permitted by Delaware
law, liability of a director to the Company of its stockholders for monetary
damages for a breach of such director's fiduciary duty of care except for
liability where a director: (a) breaches his or her duty of loyalty to the
Company or its stockholders; (b) fails to act in good faith or engages in
intentional misconduct or knowing violation of law; (c) authorizes payment of an
illegal dividend or stock repurchase; or (d) obtains an improper personal
benefit. While liability for monetary damages has been eliminated, equitable
remedies such as injunctive relief or rescission remain available. In addition,
a director is not relieved of his or her responsibilities under any other law,
including the federal securities laws.
 
     Insofar as indemnification by the Company for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act"), may be permitted to
directors, officers and controlling persons of the Company pursuant to the
foregoing provisions, the Company has been advised that in the opinion of the
Securities and Exchange Commission (the "Commission"), such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.
 
ITEM 21.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 
     The exhibits to the Registration Statement are listed in the Exhibit Index
which appears elsewhere in this Registration Statement and is incorporated
herein by this reference.
 
     All other schedules are omitted because of the absence of the condition
under which they are required or because the information is included in the
consolidated financial statements or notes thereto.
 
ITEM 22.  UNDERTAKINGS
 
     (a) The undersigned registrant hereby undertakes:
 
          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement:
 
             (i) To include any prospectus required by section 10(a)(3) of the
        Securities Act of 1933;
 
             (ii) To reflect in the prospectus any facts or events arising after
        the effective date of the registration statement (or the most recent
        post-effective amendment thereof) which, individually or in the
        aggregate, represent a fundamental change in the information set forth
        in the registration statement. Notwithstanding the foregoing, any
        increase or decrease in volume of securities offered (if the total
        dollar value of securities offered would not exceed that which was
        registered) and any deviation from the low or high end of the estimated
        maximum offering range may be reflected in the form of prospectus filed
        with the Commission pursuant to Rule 424(b) if, in the aggregate, the
        changes in volume and price represent no more than a 20% change in the
        maximum aggregate
 
                                      II-1
<PAGE>   116
 
        offering price set forth in the "Calculation of Registration Fee" table
        in the effective registration statement.
 
             (iii) To include any material information with respect to the plan
        of distribution not previously disclosed in the registration statement
        or any material change to such information in the registration
        statement.
 
          (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof.
 
          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.
 
          Insofar as indemnification for liabilities arising under the
     Securities Act may be permitted directors, officers and controlling persons
     of the Company pursuant to the provisions described under Item 14 above or
     otherwise, the Company has been advised that in the opinion of the
     Commission such indemnification is against public policy as expressed in
     the Securities Act and is, therefore, unenforceable. In the event that a
     claim for indemnification against such liabilities (other than the payment
     by the Company of expenses incurred or paid by a director, officer or
     controlling person of the Company in the successful defense of any action,
     suit or proceeding) is asserted against the Company by such director,
     officer or controlling person of the Company in the successful defense of
     any action, suit or proceeding) is asserted against the Company by such
     director, officer, or controlling person in connection with the securities
     being registered, the Company will, unless in the opinion of its counsel
     the matter has been settled by controlling precedent, submit to a court of
     appropriate jurisdiction the question whether such indemnification by it is
     against public policy as expressed in the Securities Act and will be
     governed by the final adjudication of such issue.
 
     (b) Not applicable.
 
     (c) Not applicable.
 
                                      II-2
<PAGE>   117
 
                                   SIGNATURES
 
     Pursuant to the requirements of the Securities Act, the registrant has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, in the State
of Arizona, on June 26, 1998.
 
                                          SPINCYCLE, INC.
 
                                          By:        /s/ PETER L. AX
                                            ------------------------------------
                                                        Peter L. Ax
                                            Chairman and Chief Executive Officer
 
                                      II-3
<PAGE>   118
 
                               POWER OF ATTORNEY
 
     KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Peter L. Ax and James R. Puckett as his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, to act, without the other, for him and in his name, place and
stead, in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or any of them, or their
substitutes may lawfully do or cause to be done by virtue hereof.
 
     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on June 24, 1998.
 
<TABLE>
<CAPTION>
                      SIGNATURE                                             TITLE
                      ---------                                             -----
<C>                                                      <S>
                   /s/ PETER L. AX                       Chairman and Chief Executive Officer
-----------------------------------------------------      (Principal Executive Officer)
                     Peter L. Ax
 
                /s/ JAMES R. PUCKETT                     Chief Financial Officer (Chief Accounting
-----------------------------------------------------      Officer)
                  James R. Puckett
 
                 /s/ ALFREDO BRENER                      Director
-----------------------------------------------------
                   Alfredo Brener
 
                /s/ DEAN L. BUNTROCK                     Director
-----------------------------------------------------
                  Dean L. Buntrock
 
                 /s/ JAMES E. HUTTON                     Director
-----------------------------------------------------
                   James E. Hutton
 
               /s/ JOHN H. MUEHLSTEIN                    Director
-----------------------------------------------------
                 John H. Muehlstein
 
                  /s/ PEER PEDERSEN                      Director
-----------------------------------------------------
                    Peer Pedersen
 
                  /s/ JOHN WALLACE                       Director
-----------------------------------------------------
                    John Wallace
</TABLE>
 
                                      II-4
<PAGE>   119
 
                                    EXHIBITS
 
<TABLE>
<CAPTION>
EXHIBIT NO.                      DESCRIPTION OF EXHIBIT
-----------                      ----------------------
<S>           <C>
   1.1        Purchase Agreement, dated April 24, 1998 between the Company
              and Credit Suisse First Boston Corporation, as Initial
              Purchaser
   3.1        Amended and Restated Certificate of Incorporation of the
              Company as filed on April 27, 1998
   3.2        Bylaws of the Company
   4.1        Indenture dated as of April 29, 1998 between the Company and
              Norwest Bank Minnesota, N.A., as Trustee
   4.2        Form of the 12 3/4 Senior Discount Notes due 2005
   4.3        Registration Rights Agreement dated April 29, 1998 between
              the Company and Credit Suisse First Boston Corporation, as
              Initial Purchaser
   5.1*       Legal Opinion of Pedersen & Houpt, P.C.
  10.1        Loan and Security Agreement dated as of April 29, 1998 among
              the Company, as Borrower, various financial institutions, as
              Lenders, and Heller Financial, Inc., as Agent and as Lender
  10.2        Collateral Assignment of Leases dated as of April 29, 1998
              between the Company, as Borrower, and Heller Financial,
              Inc., as Agent for the Lenders under the Loan and Security
              Agreement
  10.3        Assignment for Security of Patents, Trademarks and
              Copyrights dated as of April 29, 1998 between the Company,
              as Assignor, and Heller Financial, Inc., as Agent for the
              Lenders under the Loan and Security Agreement
  10.4        Amended and Restated Supply Agreement dated as of February
              19, 1998 between the Company, as Buyer, and Raytheon
              Commercial Laundry LLC, as Seller
  10.5*       Employment Agreement dated December 1, 1996 between the
              Company and Peter Ax
  10.6*       Employment Agreement dated June 1, 1997 between the Company
              and Chris Lombardi
  11.1        Statement regarding Computation of Per Share Earnings
  23.1        Consent of Pedersen & Houpt, P.C.
  23.2        Consent of Price Waterhouse LLP
  24.1        Power of Attorney (included on the signature page of this
              Registration Statement)
  25.1        Statement of Eligibility of Norwest Bank Minnesota, N.A., as
              Trustee
  27.1*       Financial Data Schedule
  99.1*       Form of Letter of Transmittal to 12 3/4% Senior Discount
              Notes due 2005 of the Company
  99.2*       Form of Notice of Guarantee Delivery for 12 3/4% Senior
              Discount Notes due 2005 of the Company
  99.3*       Form of Letter to Brokers, Dealers, Commercial Banks, Trust
              Companies and Other Nominees for 12 3/4% Senior Discount
              Notes due 2005 of the Company
  99.4*       Form of Letter to Clients of Brokers, Dealers, Commercial
              Banks, Trust Companies and Other Nominees for 12 3/4% Senior
              Discount Notes due 2005 of the Company
  99.5*       Form of Instruction from Owner of 12 3/4% Senior Discount
              Notes due 2005 of the Company
</TABLE>
 
---------------
* To be filed by amendment.
 
                                      II-5