<PAGE>
 
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   __________

                                    FORM 10-K
                                   __________

(Mark One)

[X] Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act
    of 1934 
               (Fee Required) for the fiscal year ended December 26, 1998 or

[_] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934 
               (No Fee Required) for the transition period from _____ to _____

                             Commission File Number
                                     1-6814
                            BIG V SUPERMARKETS, INC.
             (Exact name of registrant as specified in its charter)

              New York                                14-1459448
      (State or other jurisdiction                  (I.R.S. Employer
     of incorporation or organization)              Identification No.)

                              176 North Main Street
                             Florida, New York 10921
                                 (914) 651-4411
               (Address, including zip code, and telephone number,
              including area code, of principal executive offices)
                                    ________

           Securities registered pursuant to Section 12(b) of the Act:
                                      NONE
           Securities registered pursuant to Section 12(g) of the Act:
                                      NONE

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                    Yes X                         No ___ 
                       ---

             Aggregate market value of voting stock held by non-affiliates
                               as of March 26, 1999: $0
             Common stock outstanding as of March 26, 1999: 1,000 shares

Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of the registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

This Annual Report on Form 10-K is being filed voluntarily and shall not be
deemed to be subject to Section 18 of the Securities Exchange Act of 1934.

 A list of Exhibits to this Annual Report on Form 10-K is located on page II-1.

                             ____________________
<PAGE>
 
                           BIG V SUPERMARKETS, INC.
                FORM 10-K FOR THE YEAR ENDED DECEMBER 26, 1998


                                      INDEX

<TABLE> 
<CAPTION> 
                                                                                                   Page
                                                                                                   ----
<S>                                                                                                <C> 
PART I              
ITEM 1.       Business                                                                                  3
ITEM 2.       Properties                                                                               12
ITEM 3.       Legal Proceedings                                                                        12
ITEM 4.       Submission of Matters to a Vote of Security Holders                                      12

PART II
ITEM 5.       Market for the Registrant's Common Equity and Related
                    Stockholder Matters                                                                13
ITEM 6.       Selected Consolidated Financial Information                                              13
ITEM 7.       Management's Discussion and Analysis of Financial Condition
                    and Results of Operations                                                          14
ITEM 8.       Financial Statements and Supplementary Data                                              22
ITEM 9.       Changes in and Disagreements with Accountants on Accounting
                    and Financial Disclosure                                                           22

PART III
ITEM 10.      Directors and Executive Officers of the Registrant                                       23
ITEM 11.      Executive Compensation                                                                   26
ITEM 12.      Security Ownership of Certain Beneficial Owners and Management                           31
ITEM 13.      Certain Relationships and Related Transactions                                           33

PART IV
ITEM 14.      Exhibits, Financial Statement Schedules, and Reports on
              Form 8-K.                                                                                36
</TABLE> 
<PAGE>
 
ITEM 1.    BUSINESS

FORWARD-LOOKING STATEMENTS

         Other than statements of historical fact, all statements included in
this Form 10-K, including the statements under Item 2, "Management's Discussion
and Analysis of Financial Condition and Results of Operations", are, or may be
considered forward-looking information, as defined in the Private Securities
Litigation Reform Act of 1995. Examples of such statements in this report
include those concerning the Year 2000 issue, projected cash outlays for
interest, principal payments, and capital expenditures. The Company cautions the
reader there is no assurance actual results or business conditions will not
differ materially from those forward-looking statements whether expressed,
suggested or implied as a result of various factors. Such factors include, but
are not limited to, increased competitive pressures from existing competitors
and new entrants, general or regional economic conditions, interest rate
environment and its affect on the Company's cost of capital, the liquidity of
the Company on a cash flow basis (including the Company's ability to comply with
the financial covenants of all applicable credit agreements), the success of
operating initiatives including the ability to control various expense
categories, and other risk factors detailed herein and in other filings of the
Company.

General

         Big V Supermarkets, Inc. ("Big V" or the "Company") is a leading
regional supermarket company which operates 32 supermarkets, principally under
the ShopRite(R) name, in the Hudson River Valley region and Westchester County,
New York, northeastern Pennsylvania and northwestern New Jersey. Big V's 30 New
York supermarkets are located in the eight counties of Westchester, Orange,
Dutchess, Ulster, Columbia, Sullivan, Putnam and Greene. The Company's primary
market consists of the seven counties north of Westchester County, where 23 of
its 30 New York stores are located. Big V has the leading market share in its
primary market, with an estimated market share of 32%, which is approximately
double that of its next largest competitor. The Company's market share in
Westchester County approximates 11%, or ranks second in this market.

         As the largest member of the Wakefern Food Corp., ("Wakefern") the
largest cooperative food wholesaler in the United States, the Company benefits
from over $5.1 billion in purchasing power, an industry leading private label
program, extensive advertising and promotion connected with the ShopRite(R)
trademark and one of the most popular and recognized supermarket names in the
region. Big V began operations in 1942 and had its stock listed on the American
Stock Exchange in 1971. The Company was taken private in a management-led buyout
sponsored by CS First Boston in 1987 and was acquired in December 1990 in a
management-led buyout sponsored by Thomas H. Lee Company ("THL").

                                       3
<PAGE>
 
Store Summary

           Selected statistics on Big V's stores are presented below:

<TABLE> 
<CAPTION> 
                                                                     Fiscal Year Ended
                                        ----------------------------------------------------------------------------
                                         December 26,   December 27,   December 28,    December 30,   December 31,
                                             1998           1997           1996            1995           1994
--------------------------------------------------------------------------------------------------------------------
<S>                                      <C>            <C>            <C>             <C>            <C> 
Average annual sales per store (in
millions)                                    $25.5           $24.6          $23.7          $24.0          $25.0*
Same store sales increase
(decrease) from prior year                    3.1%            2.9%          0.11%         (0.8)%          (0.1)%
Total store area in square feet (in
thousands)                                   1,497           1,429          1,358          1,439           1,436
Total store selling area in square feet
(in thousands)                               1,097           1,054            999          1,054           1,052
Average total square feet per store
(in thousands)                                46.8            46.1           43.8           45.0            44.9
Average square feet of selling area per
store (in thousands)                          34.3            34.0           32.2           33.0            32.9
Annual sales per square foot of selling
area                                          $743            $724           $737           $729           $760*
Number of stores:
     Stores remodeled (over $500,000)            1              --              4              5              --
     New stores opened                           1              --              1             --               4
     Stores replaced/expanded                   --               3             --             --               2
     Stores closed/divested                     --               2              2             --               1
Number of stores by size 
(total store area):
     30,000 to 39,999 sq. ft.                   10              10             13             12              12
     40,000 to 49,999 sq. ft.                   10              10             10             10              10
     Greater than 50,000 sq. ft.                12              11              8             10              10
Total stores open at period end                 32              31             31             32              32
</TABLE> 

---------------
*Calculated on a 53 week basis. A like 52 week comparison would be $24.5 million
in average sales per store and $746 in annual sales per square foot of selling
area.

         By industry standards, Big V stores are large and productive, averaging
46,800 square feet in size and generating high average sales volume of $25.5
million per store ($743 per selling square foot) for the fifty-two weeks ended
December 26, 1998. Big V's average store square footage approximates the
industry average for super stores and its sales volume per store and per selling
square foot is larger than industry averages by 7% and 75%, respectively. Big
V's 32 operating stores at December 26, 1998 ranged from 30,000 to 68,000 total
square feet in size and included 22 supermarkets in excess of 40,000 total
square feet.

                                       4
<PAGE>
 
         Big V's supermarkets offer a broad selection of grocery, meat, poultry,
seafood, dairy, fresh fruits, vegetables and frozen food products, including an
extensive variety of ShopRite(R) private label products. The stores also offer
an extended line of non-food products, health and beauty care products,
housewares, general merchandise and eight in-store pharmacies. All Big V stores
offer service delicatessen departments and most stores offer floral, bakery,
prepared foods/meal solutions, and service fish departments.

Wakefern Food Corp.

         The Company is the largest member of Wakefern, owning approximately 19%
of Wakefern's outstanding stock. Wakefern is the nation's largest cooperative
food wholesaler. There are presently 44 individual member companies and 196
supermarkets which comprise the Wakefern cooperative. Only Wakefern and member
companies are entitled to use the ShopRite(R) name and trademark. Member
companies can purchase their product requirements from Wakefern and participate
in ShopRite(R) advertising and promotional programs and its computerized
purchasing, warehousing and distribution services. The principal benefits to the
Company from its relationship with Wakefern are the use of the ShopRite(R) name
and trademark, volume purchasing, ShopRite(R) private label products,
distribution and warehousing on a cooperative basis, ShopRite(R) advertising and
promotional programs and state of the art systems and technology. The
ShopRite(R) name is widely recognized by its customers and favorably influences
the customers' decision to shop in its stores. These benefits are important to
the Company's success.

         Wakefern distributes as a patronage dividend to each of its stockholder
members a share of the earnings of each product department of Wakefern in
proportion to the dollar volume of business done by the stockholder with that
product department during each fiscal year. Big V's aggregate patronage dividend
was $9.3 million in fiscal 1998, $8.8 million in fiscal 1997 and $7.9 million in
fiscal 1996.

         Wakefern operates principally as a member cooperative. Senior
executives of the Company spend significant time working on various Wakefern
committees which oversee and direct Wakefern purchasing and other programs. Each
member's Wakefern stock (including the Company's) is pledged to Wakefern to
secure all the member's obligations to Wakefern. Wakefern does not own any
securities of the Company or its subsidiaries. Each Wakefern member is required
to make capital contributions to Wakefern based on the number of stores operated
by that member and sales volume generated by those stores. As additional stores
are opened or acquired by a member (including the Company), additional capital
must be contributed to Wakefern. On occasion, Wakefern has increased the
per-store capital contributions. Wakefern permits the increased capital to be
paid in installments. At present, the maximum capital contribution per store is
$500,000, payable over seven years.

                                       5
<PAGE>
 
Purchasing and Distribution

         As a Wakefern member, Big V benefits from economies of scale in
purchasing and distribution associated with chains of greater size and
geographic reach. The Company believes the regional nature of its business has
permitted Big V to operate with greater flexibility and increased responsiveness
to the demographic characteristics of the communities served by its stores than
those of larger chains. Under an agreement among Wakefern and all of its
members, each member is obligated to purchase from Wakefern a minimum of 85% of
the products offered by Wakefern. While fulfilling this minimum purchase
requirement, Big V purchased approximately 80% of its total purchases during
fiscal 1998 from Wakefern. The remaining 20% of Big V's purchases were delivered
directly by vendors to Big V's stores. Wakefern operates five warehouse and
distribution facilities in Elizabeth, Dayton, Secaucus and South Brunswick, New
Jersey and Wallkill, New York. The proximity of these facilities to Big V's
stores, combined with Big V's efficient product acquisition system, shortens the
lead time between the placement of a merchandise order and receipt.

Business Strategy

         Big V's strategy is designed to maximize operating profitability,
increase market share, improve customer service and satisfaction and pursue new
store opportunities in existing trade areas and in contiguous new markets. Three
principal components of this strategy are price and value leadership, "one-stop
shopping" convenience and its capital investment program, which includes the
conversion of most of the existing stores to the highly successful "Fresh
Market" format.

Price and Value Leadership

         High Value Image: Big V consistently ranks as number one in value among
its competitors in independent consumer surveys. Management believes this high
value image results from Big V's low price reputation, the ShopRite(R) private
label program, superior service departments, quality perishables, courteous and
efficient customer service, wide product assortment and extensive advertising
and promotional campaigns. Each week the Company offers in excess of 2,000 sale
items, many of which are staple items frequently purchased by consumers. The
sustained and consistent nature of the Company's promotions allows customers to
find many of their preferred brands on sale week to week, which develops greater
customer loyalty. In addition, the Company's reputation for value enables it to
increase market share and respond aggressively to competitor expansion.

                                       6
<PAGE>
 
"One-Stop Shopping" Convenience

         Variety and Services: Big V's extensive selection of food products,
seasonal and basic categories of general merchandise, health and beauty care
products, and high quality service departments such as full service
delicatessens, custom butchers, in-store bakeries, international buffets and
prepared foods offer customers convenience and choice. A typical Big V store
offers 35,000 stockkeeping units which is approximately 17% above the industry
average. Big V's variety of food products includes a wide variety of staples in
addition to prepared foods and perishables, and is further enhanced by the
"Produce 2000" produce market concept. This concept, which is part of the
overall "Fresh Market" concept, has significantly increased the selection of
high quality produce offered by the Company's stores. Other convenience
offerings include in-store full service banks and in-store pharmacies. These
departments increase customer traffic and further enhance the Company's
reputation for convenience.

         The "Fresh Market" Store Concept: The "Fresh Market" store concept,
begun in 1997, builds on the strong value image of the traditional ShopRite(R)
supermarket. The concept emphasizes the store's commitment to freshness and
encompasses greater variety in all perishables departments including produce,
prepared foods, meat, seafood, deli, bakery and better displays, tables and
lighting. The Company believes the concept strengthens the overall ShopRite(R)
shopping experience by providing higher quality and variety, resulting in an
improved one-stop shopping experience. As of December 26, 1998, Big V has
implemented the prototype format in five of its stores and intends to update
most of its remaining stores over the next four years as the concept has already
proven to be highly successful.

Capital Investment and Expansion Program

         Investment in Existing Stores: The Company believes a high level of
capital investment is a critical component of its operating strategy. The
Company has increased its total retail space approximately 36% from 1.1 million
square feet to over 1.5 million square feet during the last six years. Big V
expanded or remodeled nearly all of its existing store base, replaced five
stores with new facilities, and opened seven new stores (offset by the sale of
two Connecticut stores) during this period. Although Big V typically remodels
its stores every 7 to 10 years and replaces them every 15 to 20 years, the
Company continually renovates stores and equipment to maintain modern
state-of-the-art facilities. Management believes the Company's preemptive
capital investment in its existing store base will preserve the competitive
advantage provided by Big V's prime retail locations and continue to expand the
Company's market share. Although Wakefern does not prescribe geographical
franchise areas to its members, the specific locations at which the Company,
other members of Wakefern or Wakefern itself may open new stores under the
ShopRite(R) name are subject to the approval of Wakefern's Site Development
Committee. This committee is composed of persons who are not current or past
employees or members of Wakefern and whose decision to deny a site application
may be appealed to the Wakefern Board of Directors. Wakefern assists its members
in their site selection by providing appropriate site analysis, demographic
data, volume projections and projections of the developmental impact on existing
member supermarkets in the area.

                                       7
<PAGE>
 
         New Store Openings: The Company anticipates opening seven new
supermarkets over the next four years ranging in size from 50,000 to 70,000
square feet and including the prototypical "Fresh Market" store design.
Management believes this expansion will generate incremental store contribution
within its existing overhead and distribution cost structure, increase market
share in its existing trade area and exploit "under-stored" contiguous new
markets. Management estimates the total cost of equipment, fixtures and
leasehold improvements associated with opening the planned seven supermarkets
will approximate $3 million per store. For a new store, the Company typically
purchases approximately $1.2 million of start-up inventory. The Company
generally finances its initial inventory requirements through accounts payable
with terms which are often longer than the Company's inventory turnover. The
locations at which the Company may open new supermarkets under the name
ShopRite(R) are subject to the approval of Wakefern's Site Development
Committee, which could impact the Company's expansion strategy.

Advertising and Promotion

         High Profile ShopRite(R) Name: The Company participates in Wakefern's
advertising programs which emphasize the well recognized ShopRite(R) name. The
Company benefits from the wide presence across all media that Wakefern provides,
particularly New York Metropolitan region television and radio. The Company also
produces weekly circulars which are distributed efficiently and economically due
to its high market concentration. Advertising expense, as a percent of sales,
has approximated 1.5% for each of the past three fiscal years.

         Big V's advertising strategy emphasizes price, variety, high quality
perishables, broad selection of nationally advertised brand name products and an
extensive selection of ShopRite(R) private label merchandise. Most of the
Company's advertising is developed and placed by Wakefern and tailored to the
Company's specific needs. Big V has several programs designed to inspire
customer loyalty including the "Can-Can" and "Half-Price" promotions which
instill in customers' minds the Company's price and value leadership. "Can-Can"
is a three-week promotion which has occurred every January for the last 26
years, offering customers the opportunity to buy a wide variety of deeply
discounted cases of canned goods. The "Half-Price" promotion is held
periodically throughout the year and covers a wide range of categories and
items.

         Targeted Marketing Programs: The Company has effectively used targeted
marketing programs based on the Wakefern supported "Price Plus" frequent shopper
card. This three-in-one card has the option to be a co-branded MasterCard(TM)
which offers check cashing capabilities, a rebate equal to 1.0% of all
ShopRite(R) purchases and a 0.5% rebate on all other purchases. The benefits
offered by the "Price Plus" card inspire customer loyalty that Management
believes is a significant component of the Company's success. Approximately 85%
of total transactions at the Company's stores are made with the "Price Plus"
card.

                                       8
<PAGE>
 
Technology

         The Company considers automation and computerization highly important
to its operations and competitive position. The Company uses in-store
minicomputers linked to Wakefern's warehouse and distribution computer system.
All of the Company's stores have recently upgraded scanning checkout systems
that improve pricing accuracy, enhance productivity and reduce checkout time for
customers. In addition, all stores utilize computer generated ordering systems
and on-line payment systems located in every register lane. During 1998, Big V
invested approximately $4 million to upgrade all of its supermarkets to
state-of-the-art IBM 4690 point of sale systems. All Company stores use
computerized time and attendance and labor scheduling systems and most have
computerized energy management systems. Furthermore, all Company stores use
satellite communications and electronic marketing.


Year 2000 Issues

         Most of the Company's key business processes (such as product
procurement, product delivery, inventory identification, retail sales and
financial-information reporting) depend on computer based systems. For this
reason and the information technology (IT) interrelationships between the Big V
Supermarkets, Inc. and Wakefern Food Corporation ("Wakefern"), the Company is
participating with Wakefern in a comprehensive assessment of its business
exposure relative to the Year 2000 issue (Y2K). The assessment covers both IT
and other environment (Non-IT) systems to identify the potential areas affected
by Y2K.

         The Company and Wakefern have assessed all systems for Y2K readiness,
giving the highest priority to those IT systems that are considered critical to
its business operations. Wakefern provides all of the Company's financial,
general ledger and payroll applications and a majority of the Company's
processing services. Some in-store IT systems are currently Y2K compliant.
Others, including receiving and labor management are at various stages of
remediation or testing. The Company anticipates that all critical IT systems
will be Y2K compliant before the end of 1999.

         The Company has substantially completed an inventory of its Non-IT
systems, which includes those systems containing embedded chip technology
commonly found in buildings and equipment connected with a buildings
infrastructure. Ongoing remediation required for the Non-IT systems will be
performed throughout 1999.

         The Company and Wakefern are utilizing the necessary internal and
external resources to replace, upgrade or modify all significant systems
affected by Y2K. The total estimated costs to remediate the Y2K issue will not
have a significant adverse affect on income from operations.

         The Company has established a Contingency Planning Committee. To date,
high level contingency plans have been developed for all mission critical
business processes. The Company anticipates it will have a fully developed
contingency plan by the second quarter of 1999 and such plan will be
continuously reviewed and updated throughout the remainder of 1999. 

         Although the Company does not expect Y2K issues to have a material
adverse impact on the Company's business as a result of the aforementioned
comments, it is incumbent upon the reader to understand that the Company's Y2K
compliance is dependent upon key business partners (primarily Wakefern) also
being Y2K compliant on a timely basis. Accordingly, there can be no guarantee
that the Company's overall efforts will prevent a material adverse impact on the
Company's future results of operations, financial condition and cash flows. The
possible consequences to the Company of not being fully Y2K compliant include
temporary supermarket closings, delays in the receipt of merchandise, errors in
product ordering or acquisition and other financial transactions and the
inability to efficiently process customer purchases. In addition, business
disruptions could result from the loss of power or the loss of communication
(satellite, phone, or other) between supermarkets, Wakefern and the Company's
corporate offices. However, the Company believes established contingency plans
supplemented by Wakefern's available resources will help to minimize the impact
of any isolated disruptions.



                                       9


<PAGE>
 
Competition

         The Company is in direct competition with national, regional and local
chains as well as independent supermarkets, convenience stores and club stores.
The Company competes by using low pricing, courteous and efficient customer
service, high quality perishable offerings and consistent availability of a wide
variety of merchandise including an increasing variety of non-food items. The
Company's principal competitors are Grand Union and A&P. In certain markets, the
Company competes with Pathmark, Price Chopper, Stop & Shop, Hannaford Brothers
and various independent operators, convenience stores and warehouse clubs.

         Big V's stores are differentiated in part from competitors' stores by
the wide variety of prepared foods they carry. The Company's line of prepared
food takes advantage of market research which suggests that 40% of meals are
consumed or prepared outside of the home. Big V stores offer broad appeal hot
and cold, freshly prepared restaurant quality food at a cost per serving less
than family and take-out restaurants. Big V's regional focus allows it to tailor
prepared food offerings by store size and demographic characteristics. The
offerings include the "Market Fresh Cafe" and the Custom Made Sub Shop. The
"Market Fresh Cafe" features pizza made from scratch and an assortment of
freshly prepared Italian, Asian and American fare all available at an economical
price per pound. Stores also offer barbecued, fried and rotisserie high quality
Perdue chickens. The Custom Made Sub Shop offers high quality, economically
priced sandwiches made with freshly baked rolls and breads and Big V's premium
private label Black Bear cold cuts. The Company's product offerings are further
enhanced by a wide variety of ready-to-cook entrees available in the fresh meat
and seafood departments of all stores.

Employees and Labor Relations

         As of December 26, 1998, approximately 93% of Big V's 5,200 employees
were covered by collective bargaining agreements negotiated with five unions.
Three represent 3,898 retail clerks (Local 1262 - 1,999 employees; Local 1500 -
1,726 employees; and Local 1776 - 173 employees). Two represent approximately
885 meat, seafood and service deli department employees (Local 464 - 835
employees; and Local 1 - 50 employees). The Local 1262 contract expires in April
2001; the Local 1500 contract expires in September 2002; the Local 464 contract
expires in April 2003; the Local 1776 contract expires March 2003; and the
contract for the store in Pennsylvania expires on April 9, 2000. The Local 1
contract is effective through May 2002. The Company believes labor relations are
good and does not anticipate any work stoppages related to upcoming contract
negotiations.

                                      10



<PAGE>
 
Regulatory and Environmental Matters

         The Company must secure a variety of local, state and federal health
and food distribution permits for the conduct of its business. Such regulation
does not have a material impact on its operations. The Company's eight pharmacy
departments are subject to state and federal regulation, including licensed
pharmacists on duty at all times.

         Soil and ground-water contamination was detected at one planned new
store site, the Baldwin Place Shopping Center, located in Somers, New York in
the late 1980's. Baldwin Place Shopping Center, a presently non-operating
center, is owned by a wholly-owned subsidiary of Big V. The New York State
Department of Environmental Conservation ("DEC") placed the Baldwin Place
Shopping Center on the DEC List of Inactive Hazardous Waste Disposal Sites in
1989 because of the suspected release of hazardous materials and petroleum
products.

         Certain on-site residential and public water supply wells in the
vicinity of the Baldwin Place Shopping Center were found to be contaminated with
trichloroethene and tetrachloroethene and the contamination appeared to
originate from a previous dry cleaning operation in the shopping center. The DEC
entered into an Order of Consent in July 1992, with Big V and its subsidiary,
Somers Development Corporation, for the development and implementation of a
Remedial Investigation/Feasibility Study and implementation of interim remedial
measures, if appropriate, of the Baldwin Place Shopping Center.

         In addition to the contamination described above, petroleum product
contamination of the groundwater in excess of drinking water standards was
discovered at the Baldwin Place Shopping Center site and in a number of private
residential wells. Four service stations, one of which is within the Baldwin
Place Shopping Center, have performed subsurface investigations under the
direction of DEC. The results indicated the groundwater was contaminated beneath
3 of the 4 stations. DEC directed these stations to install ground water
remediation systems. The service station within the shopping center has had a
groundwater remediation system in operation for several years.

         Although the Baldwin Place Shopping Center is not on any United States
Environmental Protection Agency list of sites requiring investigation or
remediation, there could be no assurance that it would not be so listed in the
future. Big V also impleaded the prior owners of the Baldwin Place Shopping
Center as third party defendants since the Company believed that potential
responsibility arose from the actions of a former tenant in the shopping center.
In January 1994, the Company commenced an action against the prior owners of the
Baldwin Place Shopping Center seeking reimbursement under CERCLA for costs and
expenses incurred by the Company in connection with the environmental
remediation and testing of the Baldwin Place Shopping Center. The Company
entered into a settlement agreement with the prior owners pursuant to which the
prior owners have reimbursed the Company for approximately $1.2 million of the
costs and expenses incurred by the Company in connection with the environmental
remediation and testing. Further, Somers Development Corporation and Big V were
named as parties in lawsuits by area residents. During 1997 the Company settled
the lawsuits brought by area residents. The Company's share of the settlement
approximated $175,000 and was capitalized along with the other costs of
remediation.

                                      11
<PAGE>
 
         The Company received a Record of Decision (ROD) from the New York State
Department of Environmental Conservation in December 1995 with respect to the
environmental status of the Baldwin Place Shopping Center located in Somers, New
York, which is owned by a wholly owned subsidiary of the Company. The ROD
defined the environmental status of the site and outlined the remedial actions
to be performed. The Company has capitalized approximately $2.1 million of total
costs related to this remediation and the resulting resident lawsuits. The
Company is in compliance with the ROD and required remedial actions are
virtually complete. During 1999 the Company plans to obtain site plan approval,
sell the property to recover its costs and begin store development.

Trade Names, Service Marks and Trademarks

         Big V uses a variety of trade names, service marks and trademarks.
Except for ShopRite(R), which is owned by Wakefern and licensed to Big V and the
other Wakefern members, Big V does not believe any such trade names, service
marks or trademarks are material to its business.


ITEM 2:    PROPERTIES

         The Company leases all of its supermarkets (containing approximately
1.5 million square feet of total space), with initial terms generally ranging
from 10 to 25 years, with renewal options. Twenty-six of these leased stores are
located in strip shopping centers and six are free-standing stores. The total
annual rent paid for all of the Company's leased facilities for fiscal 1998 was
$15.8 million, including payments under capitalized leases. Lease payments per
square foot during fiscal 1998 ranged from $2 to $19, averaging $10, 
significantly lower than current rates in the Company's markets. The Company is
obligated to pay for utilities and liability insurance on all properties and
real estate, maintenance and insurance on certain properties.

         A wholly-owned subsidiary of the Company owns the Baldwin Place
Shopping Center located in Somers, New York.. This property currently is being
held for sale. See Item 1--"Regulatory and Environmental Matters."

ITEM 3:    LEGAL PROCEEDINGS

         The Company is a party to a number of legal proceedings in the ordinary
course of business. Management believes these proceedings will not, in the
aggregate, have a material adverse impact on the financial condition, results of
operations, liquidity or business of the Company. See Item 1--"Regulatory and
Environmental Matters."


ITEM 4:    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         There were no matters submitted during the fourth quarter of the fiscal
year covered by this report to a vote of security holders through solicitation
of proxies or otherwise.

                                      12
<PAGE>
 
                                    PART II

ITEM 5:    MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
           MATTERS

         BV Holdings Corporation, a Delaware corporation ("BVH"), is the sole
stockholder of Big V. Big V Holding Corp., a Delaware corporation ("Holding"),
is the sole stockholder of BV Holdings Corporation. There is no established
trading market for the equity of Big V, BV Holdings Corporation or Big V Holding
Corp.

ITEM 6:    SELECTED CONSOLIDATED FINANCIAL INFORMATION

         The selected consolidated financial information of the Company for the
53 weeks ended December 31, 1994 and for the 52 weeks ended December 30, 1995,
December 28, 1996, December 27, 1997 and December 26, 1998, presented below
should be read in conjunction with the historical consolidated financial
statements of the Company, including the notes thereto, included elsewhere
herein.

<TABLE> 
<CAPTION> 
                                                                          52                                 53  
                                                                         Weeks                              Weeks
                                                                         Ended                              Ended
                                                                         -----                              ----- 
                                                  Dec. 26,      Dec. 27,      Dec. 28,       Dec. 30,      Dec. 31,
                                                    1998          1997          1996           1995          1994
                                                    ----          ----          ----           ----          ----   
<S>                                               <C>           <C>           <C>            <C>           <C> 
Income Statement Data: 
  Sales                                           $814,404      $762,880      $735,976       $768,682      $754,401   
  Gross Profit                                     214,029       198,984       190,125        200,383       193,536   
  Selling, general and administrative              172,952       161,786       151,825        161,746       160,068   
  Special charges (1)                                   --            --         3,004            --            --     
  Depreciation and amortization                     15,454        16,979        17,381         18,548        17,778    
  Operating income                                  25,623        20,219        17,915         20,089        15,690    
  Interest expense, net                             23,651        24,586        24,382         27,277        24,621    
  Income/(Loss) before income taxes                  1,972        (4,367)       (6,467)        (7,188)       (8,931)   
  Net Income/(Loss)                                    112        (2,742)       (3,958)        (5,078)       (6,160)    
</TABLE> 

<TABLE> 
<CAPTION> 
                                                  Dec. 26,      Dec. 27,      Dec. 28,       Dec. 30,      Dec. 31,
                                                    1998          1997          1996           1995          1994
                                                    ----          ----          ----           ----          ----
<S>                                               <C>          <C>           <C>           <C>             <C> 
Balance Sheet Data (at end of period):
  Working (deficiency) capital                    $ (9,665)    $ (17,609)    $ (10,683)    $  (11,196)     $ (6,639)  
  Total assets                                     247,664       255,145       264,617        284,956       293,695   
  Total debt                                       191,877       200,153       213,610        226,952       231,166   
  Stockholder's deficit                            (27,199)      (27,186)      (24,310)       (20,213)      (14,943)  
</TABLE> 

                                                              ----------

(1)      See discussion of special charges contained within the Management's
         Discussion and Analysis of Financial Condition and Results of
         Operations.

                                      13
<PAGE>
 
ITEM 7:    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS

General

         The following discussion of the Company's consolidated results of
operations and financial position should be read in conjunction with the
Consolidated Financial Statements and notes thereto included in this Form 10-K.
References in the following discussion are to the fiscal years ended December
26, 1998 ("fiscal 1998"), December 27, 1997 ("fiscal 1997") and December 28,
1996 ("fiscal 1996").

         The Company is the largest supermarket chain in its primary trading
area of the Hudson River Valley region of New York. A combination of price and
value leadership, one-stop shopping convenience, and a focused capital
investment program has enabled the Company to sustain its leading market share.
Earnings Before Interest Expense, Depreciation and Amortization, Income taxes
and LIFO provision (EBITDA) was $36.4 million in 1996, $37.6 million in 1997 and
$42.0 million in 1998.

         The Company operates 23 of its 32 stores in the Hudson River Valley of
New York and 7 stores in Westchester County, New York. The Hudson River Valley's
population grew 3.1% for the period 1990 through 1998 and compares very
favorably to New York State's 1.0% growth rate for the same period. This market
area has rebounded from the early 1990's IBM downsizing and there continues to
be a growing migration of families from New York City. Westchester County's 2.6%
growth rate between 1990 and 1998, also significantly exceeds the statewide
growth rate.

         The Company opened two stores, replaced/expanded three stores,
completed five extensive remodels and closed four stores (two stores closed were
replaced) during the three years ended December 26, 1998. Management believes
this capital investment lessened the impact of competitive openings and
contributed to the same store sales growth of 3.1% in 1998.

                                      14
<PAGE>
 
Basis of Presentation

         The following discussion of the Company's financial condition and
results of operations should be read in conjunction with the financial
statements and notes thereto included elsewhere in this Form 10-K.

Fiscal Year Ended

<TABLE> 
<CAPTION> 
                                                 ------------------------------------------------------
                                                 December 26,         December 27,          December 28,
                                                     1998                1997                  1996
                                                     ----                ----                  ----  
<S>                                              <C>                  <C>                   <C>  
Income Statement Data                                             (percentage of sales)
Sales                                               100.0%               100.0%                100.0%
Gross margin                                         26.3                 26.1                  25.8
Selling, general and administrative                  21.2                 21.2                  20.6
Special charges                                      --                   --                     0.4
EBITDA (1)                                            5.2                  4.9                   4.9
Depreciation and amortization                         1.9                  2.2                   2.4
Interest, net                                         2.9                  3.2                   3.3
Income/(Loss) before income taxes                     0.2                 (0.6)                 (0.9)
Income tax (benefit)                                  0.2                 (0.2)                 (0.3)
                                                  -------               --------              ------

Net Income/(Loss)                                     0.0%                (0.4)%                (0.5)%
                                                  =======               ========              =======

Other Data (in millions):
EBITDA                                              $42.0               $ 37.6                $ 36.4
                                                  =======               =======               =======

Net cash provided by operating activities           $21.5               $ 16.9                $  5.9
                                                  =======               =======               =======

Net cash used in investing activities               $(8.9)              $(10.2)               $ (1.6)
                                                  =======               =======               =======

Net cash used in financing activities             $ (10.4)               $(3.8)               $ (5.4)
                                                  =======               =======               =======
</TABLE> 

(1)      EBITDA represents net earnings before interest expense, depreciation
         and amortization, income taxes and LIFO provision. EBITDA is a widely
         accepted financial indicator of a company's ability to service and/or
         incur debt, and is also used for calculating compliance with the
         Company's debt covenants. EBITDA should not be construed as an
         alternative to, or a better indicator of, operating income (as
         determined in accordance with generally accepted accounting principles)
         or to cash flows from operating activities (as determined in accordance
         with generally accepted accounting principles) and should not be
         construed as an indication of the Company's operating performance or as
         a measure of liquidity.

                                      15
<PAGE>
 
         Additional information regarding the Company's long term debt and
         covenant compliance is contained in the Liquidity and Capital Resources
         heading of this section.

Results of Operations

Fiscal Year Ended December 26, 1998 Compared to Fiscal Year Ended December 27,
1997

         Sales

         Sales for 1998 were $814.4 million compared to $762.9 million in 1997
representing a 6.8% increase (3.1% for same store sales). The increase in total
sales was attributable to the opening of one new store and growth in existing
stores supplemented by the incremental impact of replacement/expanded stores in
late 1997. Management estimates that inflation was generally flat for the year.
Total square footage grew to 1.5 million with the addition of one new store.

         Gross Margin

         Gross Margin was 26.3% in 1998 compared to 26.1% in 1997. The .2%
increase was primarily due to improved selling margins in many of the Company's
operating departments supplemented by a shift in share of business toward the
higher margin perishable departments. The margin improvements were partially
offset by increased LIFO expense.

         Selling, General and Administrative Expenses

         Selling, general and administrative expenses remained level at 21.2% of
sales in fiscal 1998 compared to the prior year. Increased occupancy and store
payroll costs were offset by savings in advertising and the absence of any
retrospective general liability premium calls in 1998.

         EBITDA

         Fiscal 1998 EBITDA was $42.0 million, an increase of $4.4 million or
11.7% compared to the prior year. The increase was due to higher sales and gross
margin levels compared to 1997. EBITDA margin increased to 5.2% from 4.9% in
1997 primarily as a result of the improvements in selling margins.

         Depreciation and Amortization

         Depreciation and amortization was 1.9% of sales in 1998 compared to
2.2% in 1997. The reduction was primarily due to the full amortization of
several leasehold assets in late 1997, the termination of a capital lease in
1997, and the loss associated with the disposal of NCR front-end equipment
replaced with leased IBM front-end equipment in the latter half of the prior
year.

                                      16
<PAGE>
 
         Interest, net

         Interest, net decreased to $23.7 million in 1998 from $24.6 million in
1997. The decrease was primarily due to lower capital lease interest, scheduled
principal payments on equipment and senior bank term loans. Partially offsetting
the decrease were interest on increased revolver borrowings and negotiated fee
and interest rate increases to the A Term Loans and Revolving Credit Facility
related to extending the loans' maturity dates.

         Net Income

         Net income was $0.1 million in 1998 compared to a net loss of $2.7
million in 1997. In absolute terms, the improvement was $2.8 million compared to
1997. The improvement was due to improved gross margin, decreased depreciation
and amortization, and decreased interest expenses partially offset by increased
income tax expense related to non-deductible goodwill amortization.


Results of Operations

Fiscal Year Ended December 27, 1997 Compared to Fiscal Year Ended December 28,
1996

         Sales

         Sales for 1997 were $762.9 million compared to $736.0 million in 1996
representing a 3.7% increase (2.9% for same store sales). These increases in
total and same store sales are attributable to growth in existing stores
supplemented by the incremental impact of replacement/expanded stores.
Management estimates that inflation was generally flat for the year. Total
square footage grew marginally above 1.4 million.

         Gross Margin

         Gross Margin was 26.1% in 1997 compared to 25.8% in 1996. The .3%
increase was primarily due to improvements in stock loss and continued
improvements in perishables' product mix, partially offset by increased
competitive activity.

         Selling, General and Administrative Expenses

         Selling, general and administrative expenses as a percent of sales were
21.2% in 1997 compared to 20.6% in 1996. The increase was due principally to
increases in the workers' compensation insurance reserve ($1.9 million); general
liability premium calls for the 1992/1993 and 1993/1994 policy years ($1.2
million); higher than anticipated promotional expenses associated with a fourth
quarter holiday turkey promotion ($1 million); increased occupancy costs ($.3
million) and costs associated with an associate buy-out program ($.3 million).

                                      17
<PAGE>
 
         EBITDA

         EBITDA increased $1.2 million to $37.6 million in 1997. The increase
was primarily due to the elimination of special charges incurred in 1996 and
improved gross margin partially offset by increased selling, general and
administrative expenses.

         Depreciation and Amortization

         Depreciation and amortization was 2.2% of sales in 1997 compared to
2.4% in 1996. The reduction was primarily due to the full amortization of
several leasehold assets and the termination of a capital lease partially offset
by the disposal of NCR front-end equipment replaced with leased IBM front-end
equipment.

         Interest, net

         Interest, net, increased to $24.6 million in 1997 from $24.4 million in
1996. The increase was primarily due to additional equipment financing for two
stores totaling $5 million, increased average daily borrowings under the senior
bank revolving loans, and the interest associated with a New York State income
tax audit. Partially offsetting the above were higher variable interest rates
applied to lower senior bank term loan balances.

         Net Loss

         Net loss was .4% of sales in 1997 compared to .5% of sales in 1996. In
absolute terms, the net loss decreased $1.2 million compared to 1996. The
reduction in the loss was primarily due to the elimination of the special
charges incurred in 1996, improved gross margin, partially offset by increased
selling, general and administrative and a reduced income tax benefit.

         Liquidity and Capital Resources

         The Company's long-term debt (including current maturities and capital
lease obligations) as of December 26, 1998 was $191.9 million. All principal
payments required by the debt agreements were made during the year ended
December 26, 1998.

         The Company had a working capital ratio of approximately .88:1 at
December 26, 1998 and .80:1 at December 27, 1997. The Company typically requires
small amounts of working capital since inventory is generally sold before
payment is made to Wakefern and other suppliers.

         Net cash provided by operating activities was $21.5 million in fiscal
1998 and $16.9 million in fiscal 1997. The increase in net cash provided by
operating activities during fiscal 1998 was due principally to increased net
income and non-cash expenses related to deferred income taxes.

         Net cash used in investing activities was $8.9 million for fiscal 1998
compared to $10.2 million for fiscal 1997. The decrease in net cash used in
investing activities in 1998 was due to lower capital expenditure spending.

                                      18


<PAGE>
 
         Net cash used in financing activities was $10.4 million in 1998
compared to $3.8 million in 1997. The increase in net cash used in financing
activities was a result of lower borrowings and higher debt payments in 1998
compared to 1997.

         The Company's major uses of cash for the year ended December 26, 1998
were as follows: (i) cash interest payments (including capitalized leases) of
$21.9 million; (ii) capital expenditures of $8.9 million; and scheduled debt
payments of $10.9 million.

         The Bank Credit Agreement provides for a $26.0 million revolving credit
facility. There was $9.4 million outstanding under the revolving credit facility
as of December 26, 1998, of which $6.4 million was used for letters of credit
and bonding purposes. The Bank Credit Agreement requires that the Company
maintain minimum levels of consolidated net worth, EBITDA and fixed charge
coverages, and maximum levels of capital expenditures (each as defined in the
Bank Credit Agreement).

         On January 14, 1999 the Company refinanced the Agreement by entering
into a new Credit Agreement ("New Agreement") with DLJ Capital Funding, Inc., as
syndication agent, Fleet National Bank, as administrative agent, and Summit
Bank, as documentation agent.

         The New Agreement includes $10.0 million in aggregate principal amount
of Tranche A Term Loans, $50.0 million in aggregate principal amount of Tranche
B Term Loans (the "Tranche A Term Loans" and "Tranche B Term Loans," hereinafter
referred to collectively as the "New Term Loans") and the Revolving Credit
Facility, which permits the Company to borrow up to $25.0 million to finance
working capital and letter of credit needs.

         The Tranche A Term Loans also include a $10.0 million commitment to be
used toward the repayment of the Company's Subordinated note due in installments
beginning in June of 2000 (Note 6(C)). The Revolving Credit Facility can be
increased in increments of $1.0 million up to a maximum Revolving Credit
Facility of $30.0 million.

         Indebtedness under the New Agreement bears interest at a floating rate.
Indebtedness under the New Term Loans bears interest at a rate based (at the
Company's option) upon (i) the Base Rate (defined as the higher of (a) the
applicable prime rate of Fleet National Bank or (b) the Federal Funds Rate plus
1/2 of 1%) plus 2% in respect of the Tranche A Term Loans and the loans under
the Revolving Credit Facility and 2-1/2% in respect of the B Term Loans; or (ii)
the Eurodollar Rate (as defined) for one, two, three, or six months, plus 3% in
respect of Tranche A Term Loans and Revolving Credit Facility loans and 3-1/2%
in respect of Tranche B Term Loans. The interest rate margin applicable to both
the Base Rate and Eurodollar Rate loans is reduced as the Company's leverage
ratio (as defined) decreases.

         The Tranche A Term Loans and the Tranche B Term Loans will mature on
February 10, 2003 and August 10, 2003, respectively, and such New Term Loans are
subject to quarterly amortizations. The Revolving Credit Facility will mature on
February 10, 2003. In addition, the New Agreement provides for mandatory
repayments of the New Term Loans (and certain commitment reductions under the
Trance A Term Loan and/or Revolving Credit Facility) based upon certain asset
sales outside the ordinary course of business of Holding and its subsidiaries,
the proceeds of certain debt and equity issuances and 75% of Excess Cash Flow
(as defined in the New Agreement) per annum.

                                      19
<PAGE>
 
         Loans under the Revolving Credit Facility may be repaid and reborrowed.
The Company is required to pay to the lenders under the New Credit Agreement in
the aggregate a commitment fee equal to 1/2 of 1% per annum, payable on a
quarterly basis, on the average unused portion of the Revolving Credit Facility.
An additional commitment fee equal to 1-1/2% per annum on the unused Tranche A
Term Loan commitment is also payable quarterly.

         At January 14, 1999 the effect of the transaction was to pay $46.7
million of outstanding Term Loans under the Bank Credit Agreement, $471,000 in
accrued interest and fees, $2.5 million in New Agreement transactions fees and
expenses and $10.3 million was added to working capital of the Company. In
addition, the Company expensed $793,000 in unamortized deferred debt issuance
costs related to the Bank Credit Agreement.

         The following pro forma condensed consolidated statement of income 
financial information has been derived from the consolidated statement of income
of the Company for the fiscal year ended December 26, 1998. The adjustments were
determined as if the New Agreement occurred on December 28, 1997.  Such 
adjustments represent (i) the above mentioned write-off of $793,000 of debt 
issuance costs relating to the Agreement, (ii) the recognition of new debt 
issuance costs of $2.5 million relating to the New Agreement and the subsequent 
amortization of such amount, (iii) the recognition of interest expense under the
New Agreement after giving consideration to the amortization of principal under
the Agreement and (iv) the write-off of any accrued interest or fees associated 
with the Agreement. The pro forma information provided does not purport to be 
indicative of the actual results of operations of the Company had such 
transactions actually been consummated on December 28, 1997.

                                        1998 - AS REPORTED      1998 - PRO FORMA
                                                      (IN THOUSANDS)

         Interest, net                      $ 23,651               $ 23,893
         Income before taxes                $  1,972               $  1,730

         As a result of the January refinancing the Company had no 1998 covenant
compliance requirement in accordance with the terms of the Agreement. The New
Agreement requires the Company to meet certain financial covenants, including
maximum amounts of annual capital expenditures, minimum fixed charge coverage
ratios, maximum leverage ratios, interest coverage ratios and minimum amounts of
consolidated net worth. The Company is confident that it will meet all 1999
covenants.

         Major uses of cash in fiscal 1999 are expected to approximate: (i)
interest payments (including capitalized leases) of $23.1 million; (ii) capital
expenditures of $15.0 million; and (iii) scheduled debt and capital lease
payments of $13.3 million (including the non-recourse demand note payable solely
from the sale proceeds of the Company's Baldwin Place Shopping Center located in
Somers, New York).

         All of the Company's facilities are subject to long-term leases. The
costs to develop new stores consist of approximately $3.0 million for fixtures,
equipment and leasehold improvements and approximately $1.2 million for
beginning inventory. Fixtures, equipment and leasehold improvements are
generally funded using a combination of equipment financing (approximately $2.0
million) and Operating Cash Flow/Revolver Availability ($1.0 million). Inventory
requirements are generally financed through accounts payable with terms that
usually exceed the Company's inventory turnover.

         The Company received a Record of Decision (ROD) from the New York State
Department of Environmental Conservation ( DEC) in December,1995 with respect to
the environmental status of the Baldwin Place Shopping Center located in Somers,
New York. The ROD defined the environmental status of the site, outlined the
remedial actions to be performed and allows the Company to proceed with the site
approval process. The costs of remediation are not likely to have a material
adverse effect on the Company's results of operations, financial condition and
liquidity. The costs incurred by the Company to obtain and satisfy the
requirements of the ROD, net of any and all reimbursements approximates $2.1
million. The Company has capitalized such costs in accordance with Generally
Accepted Accounting Principles as the property is currently held for sale.
Future monitoring costs required by the ROD approximate $1.0 million and are the
Company's responsibility through and subsequent to the sale process. These costs
will be funded through the sale of the property once site plan approval has been
obtained. The Company anticipates selling the property when site plan approval
is obtained at a price in excess of total capitalized costs and future
monitoring costs. Management further believes costs capitalized in connection
with the Baldwin Place Shopping Center will be fully recoverable and the
Company's $2.5 million note payable secured by this property will be paid in
full. However, in accordance with the provisions of this Note

                                      20
<PAGE>
 
Agreement, if certain criteria are met, the amount due to satisfy this
obligation may exceed the $2.5 million recorded up to a maximum of $5.0 million.
Under no circumstances will the amount due exceed the net proceeds of the sale
of the Baldwin Place Shopping Center.

         The recoverability of goodwill is assessed by comparing the Company's
forecasts of cash flow from future operating results, on an undiscounted basis,
to the unamortized balance of goodwill at each balance sheet date. The Company
will recognize a charge to operations at any time this comparison indicates that
an impairment may be likely. Management continues to believe the carrying value
of goodwill and the estimated useful life is appropriate.

                                      21
<PAGE>
 
ITEM 8:    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         Information called for by this item is set forth in the Company's
financial statements and supplementary data contained in this report. Specific
financial data can be found at the pages listed in the following index.

                           BIG V SUPERMARKETS, INC.

                  INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                       FISCAL YEARS 1996, 1997 AND 1998

<TABLE> 
<S>                                                               <C> 
Independent Auditors' Report ..............................          F-2
Consolidated Statements of Income (Loss)...................          F-3
Consolidated Balance Sheets ...............................          F-4
Consolidated Statements of Stockholder's Deficit...........          F-5
Consolidated Statements of Cash Flows .....................       F-6 - F-7
Notes to Consolidated Financial Statements ................       F-8 - F-24
</TABLE> 

ITEM 9:    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANT'S ON ACCOUNTING AND
           FINANCIAL DISCLOSURE

         Not Applicable.

                                      22
<PAGE>
 
                                   PART III

ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The names, ages and present principal occupations of the directors and
executive officers of each of Big V and Holding are set forth below.

<TABLE> 
<CAPTION> 
Name                                             Age       Position                                                               
----                                             ---       --------                                                               
<S>                                              <C>       <C> 
David G. Bronstein .......................       69        Chairman of the Board of Directors                                     
                                                                                                                                  
Mark S. Schwartz .........................       38        Director, Chief Executive Officer and President                        
                                                                                                                                  
James A. Toopes, Jr. .....................       51        Director, Vice Chairman, Executive Vice President-Finance,             
                                                           Administration and Corporate Development and Corporate                 
                                                           Secretary 

John W. Childs ...........................       57        Director             
                                                                                
C. Hunter Boll ...........................       43        Director             
                                                                                
Joseph S. Frelinghuysen, Jr. .............       57        Director             

Leo J. Kahn ..............................       82        Director             
                                                                                
Steven G. Segal...........................       38        Director             
</TABLE> 


     Mr. Bronstein served as President of the Company from December 1986 to July
1993, as the Company's Chief Executive Officer from October 1987 to December
1995, as a Director since December 1986 and as Chairman of the Board since
December 1990. Mr. Bronstein served as Interim President and Chief Executive
Officer from November 1998 through March 1999. Mr. Bronstein joined the Company
in 1985 as Executive Vice President and Chief Operating Officer. From 1979 to
1985, he served as Executive Vice President of Golub Corporation. From 1972 to
1979, Mr. Bronstein worked for P&C Supermarkets, where he rose to the position
of Senior Vice President and General Manager.

     Mr. Schwartz served as Chief Executive Officer and President of the Company
since March 1999. Prior to joining Big V, Mr. Schwartz served as Chief Executive
Officer and President of Hechingers, Inc. (a home improvement specialty store
chain) from March 1998 to March 1999. Mr. Schwartz worked for Wal-Mart from 1982
to 1998 in various management positions, including Senior Vice President-
Supercenter Stores and President and Director General, Mexico Wal-Mart
Supercenters, Aurrera Stores.

                                      23
<PAGE>
 
     Mr. Toopes has served as Vice Chairman of the Company since November 1998;
and in addition, as Company's Executive Vice President-Finance, Administration
and Corporate Development since April 1996. He has also served as Corporate
Secretary, Treasurer and Director since April 1996. Prior to joining Big V, Mr.
Toopes worked for Bi-Lo, Inc., a subsidiary of Royal Ahold, as Executive Vice
President-Finance and Administration from 1989 to 1996. Mr. Toopes worked for
Lucky Stores, Inc. from 1976 to 1989, serving as Vice President-Controller.

     Mr. Childs has served as a Director of the Company since December 1990. He
is President of J.W. Childs Associates. Until June 1995, Mr. Childs was Senior
Managing Director of Thomas H. Lee Company where he was employed since 1987.
Prior to joining THL, Mr. Childs was with the Prudential Insurance Company of
America where he held various executive positions in the investment area,
ultimately serving as Senior Managing Director in charge of the Capital Markets
Group. Mr. Childs also is a director of Central Tractor Farm and Country, Inc.,
Chevys, Inc., Beltone Electronics Corporation, Desa Holdings Corporation, Pan Am
International Flight Academy, Inc., and the Edison Project.

     Mr. Boll has served as a Director of the Company since December 1990.
Mr. Boll is a Managing Director of THL and has been employed by THL since 1986.
Mr. Boll also is a Vice President of Thomas H. Lee Advisors I, the investment
advisor to ML-Lee Acquisition Fund, L.P., and a Vice President of T.H. Lee
Mezzanine II, the administrative general partner of Thomas H. Lee Advisors II,
L.P., the investment advisor to ML-Lee Acquisition Fund II, L.P. and the ML-Lee
Acquisition fund (Retirement Accounts) II, L.P. Mr. Boll also is a Vice
President of THL Equity Trust, the general partner of THL Equity Advisors
Limited Partnership, the general partner of Thomas H. Lee Equity Partners, L.P.
From 1984 to 1986, Mr. Boll worked as a consultant with The Boston Consulting
Group. From 1977 to 1982, Mr. Boll worked as a corporate lending officer in the
Energy & Minerals Group of Chemical Bank. Mr. Boll also serves as a Director of
Freedom Securities, Inc., Trans Western Publishing, Inc., New York Restaurant
Group, Cott Corporation and United Industries, Inc..

     Mr. Frelinghuysen has served as a Director of the Company and Chairman of
its Audit and Compensation Committees since December, 1990. He is President of
J.S. Frelinghuysen & Co., Inc., an independent investment banking firm organized
in 1989. Mr. Frelinghuysen was previously a Managing Director of the First
Boston Corporation where he was employed as a member of the Investment Banking
Department from 1969-1988. He also serves as a Director of MGI Pharma, Inc., a
NASDAQ-listed pharmaceutical company, and as a Trustee of the Community
Foundation of New Jersey.

     Mr. Kahn has been a Director of the Company since December 1990. Mr. Kahn
founded Purity Supreme, Inc., an operator of supermarkets, warehouse food
stores, drug stores, convenience stores and warehouse drug stores, which was
sold to Supermarkets General Corporation in 1984. Following the sale of Purity
Supreme, Inc., Mr. Kahn has been involved with a number of other business
ventures, including Staples, Inc., a retail office supply chain,

                                      24
<PAGE>
 
Health Development Corporation, an exercise and fitness enterprise. He is C.E.O.
of Nature's Heartland, a health food supermarket.

     Mr. Segal has served as a Director of the Company since December 1994. Mr.
Segal serves as Senior Managing Director of J.W. Childs Associates, L.P.. Prior
to July 1995, Mr. Segal was a Managing Director of THL, being employed by THL
from 1987 to 1995. Mr. Segal also serves as a Director of Fitz and Floyd, Inc.,
Central Tractor Farm & Country, Inc., International Diverse Foods, Inc.,
Jillians Entertainment, Inc., Universal Hospital Services, Inc., National
Nephrology Associates, Inc., and is the Chairman of Empire Kosher Poultry, Inc.

     Mr. Childs and Mr. Toopes are the Directors of BVH. The Officers of BVH are
Mr. Boll and Mr. Childs.

     Executive officers of each of Holding, BVH and Big V are appointed and
serve at the discretion of their respective Boards of Directors. Each director
of Holding, BVH and Big V is elected for a period of one year and serves until
his successor is duly elected and qualified.

                                      25
<PAGE>
 
ITEM 11: EXECUTIVE COMPENSATION

     The following table sets forth the compensation paid or accrued by Big V to
the Chief Executive Officer of the Company during the year ended December 26,
1998 and the most highly-compensated executive officers/senior management of the
Company who served in such capacities on or during the year ended December 26,
1998 for services rendered to the Company in all capacities during the fiscal
years ended December 28, 1996, December 27, 1997 and December 26, 1998. Officers
of Holding and BVH are not compensated for their services as such.

<TABLE> 
<CAPTION> 
                                                Summary Compensation Table
                                                                                                      Long Term
                                                                                                     Compensation
                                                  Annual Compensation                                   Awards
                                 -------------------------------------------------------     -----------------------------
                                                                              Other
                                                                             Annual            Option           All Other
                                    Fiscal                                   Compen-           Shares           Compensa-
Name and Principal Position          Year        Salary($)    Bonus($)    sation($)(1)         Granted          tion($)(2)
---------------------------         ------       ---------    -------     ------------         -------          ----------
<S>                                 <C>          <C>          <C>         <C>                  <C>              <C>      
David G. Bronstein                    1998         113,462      15,389            7,298               --               --
   Chairman of the Board              1997         152,885          --           11,770               --            5,045
                                      1996         274,038          --           11,855               --            5,105

Joseph V. Fisher                      1998         293,450          --            5,030               --               --
   Chief Executive Officer            1997         331,250          --            5,270            3,000            5,200
   and President                      1996         325,000      75,000            4,048               --            5,105
   (through November 19, 1998 ) 

James A. Toopes, Jr.                  1998         245,231          --           39,529               --               --
  Vice Chairman, Executive Vice       1997         244,616          --           39,430               --            2,427
  President-Finance, Administra-      1996         170,769          --           24,130           12,000               --
  tion, Corporate Development
  and Corporate Secretary

Stephen L. Hittman                    1998         124,904      10,000            2,893               --            1,594
  Vice President-Real Estate          1997         123,962      25,000            2,263            2,600            4,574
   and Assistant Secretary            1996         113,173      31,610            1,854               --            4,654

John Onufer, Jr.                      1998         125,584          --            4,184               --            1,497
  Vice President-Controller           1997         123,423      10,000           23,947            3,400            4,374
   and Assistant Treasurer            1996         109,808      15,000            2,484               --              568
                                                                                           
Donald J. Trella                      1998         116,326          --            4,554               --            1,430
  Vice President-Human                1997         111,346          --            6,536               --            2,542
   Resources                          1996          82,809          --              880               --               --

</TABLE> 

                         (see notes on following page)


______________
(1) This represents the taxable portion of the personal use of a company
automobile, life insurance and relocation expenses.

(2) This represents the annual Company profit-sharing contribution and 401(k)
matching funds.

                                      26


<PAGE>
 
Employment Agreements

     On May 1, 1996, the Company and BVH entered into an employment and non-
competition agreement with Mr. Toopes, which agreement is scheduled to expire on
April 30, 1999, subject to annual renewals thereafter. Pursuant to this
agreement, the Company has agreed to pay an annual base salary to Mr. Toopes of
$240,000. In addition to such base salary, Mr. Toopes is entitled to receive
certain other employment benefits, including cash bonuses based upon the
Company's attaining or surpassing profit targets established by the Company's
Board of Directors.

     On December 19, 1995, the Company and BVH entered into an employment and
non-competition agreement with Mr. Fisher, which agreement was scheduled to
expire on December 31, 1998. Pursuant to this agreement, the Company agreed to
pay an annual base salary to Mr. Fisher of $325,000. In addition to such base
salary, Mr. Fisher is entitled to receive certain other employment benefits,
including cash bonuses based upon the Company's attaining or surpassing profit
targets established by the Company's Board of Directors. Mr. Fisher left the
employ of the Company in November 1998.

     Pursuant to the employment agreement with Mr. Toopes, the Company and BVH
caused Holding to sell 8,000 shares of Holding's Class A Common Stock to Mr.
Toopes for an aggregate purchase price of $280,000 in exchange for promissory
notes payable totaling $280,000. See this Item 11--"Loans to Management." Also
pursuant to such employment agreement, the Company and BVH caused Holding to
grant Mr. Toopes options to purchase 12,000 shares of Holding's Class A Common
Stock under the Stock Option Plan. See this Item 11-- "Management Stock Option
Plan." In the event Mr. Toopes' employment is terminated without cause, or upon
his death or disability, his salary (including an increase in base salary for at
least a portion of the period after termination without cause, death or
disability) and other employment benefits will, subject to certain adjustments
and limitations, continue until the end of his term of employment. In addition,
the employment agreement places certain restrictions upon the ability of Mr.
Toopes to communicate confidential information concerning the Company to third
parties. Pursuant to the non-competition provisions of this employment
agreement, Mr. Toopes will not, for one year following termination of his
employment, engage in certain specified activities relating to the Company or
the Company's business.

Compensation Pursuant to 401(k) Plan

     The Company has a discretionary profit-sharing retirement plan for officers
and non-union employees which includes a qualified cash or deferred arrangement
pursuant to Section 401(k) of the Internal Revenue Code. Under this arrangement,
officers and non-union employees may elect to forego the current receipt of up
to 10% of their cash compensation and have such amounts contributed to the plan
on their behalf. In addition, the Company matches 25% of such elected amounts up
to 5% of each individual employee's income. The Company may also elect to make
additional, discretionary contributions to the plan. The amounts contributed for
the benefit of executive officers in 1997 with respect to such plan are included
in this Item 11 under the heading "All Other Compensation."

                                      27


<PAGE>
 
Management Stock Option Plan

     Holding's Time Accelerated Restricted Stock Plan (the "Stock Option Plan"),
adopted effective as of December 28, 1990, and as amended effective as of
February 1, 1995, provides for the granting of non-qualified stock options, each
in such amounts, on such terms and to such officers and other key employees of
the Company as the administrators of the Stock Option Plan, in accordance with
the terms of the Stock Option Plan, may select. The Stock Option Plan is
administered by the Compensation Committee of the Board of Directors of Holding,
subject to the supervision and control of the entire Board. A total of 111,111
shares of Common Stock are reserved for issuance pursuant to the Stock Option
Plan. As of March 26, 1999, options to purchase 55,978 shares were granted and
outstanding, options to purchase 14,438 shares had vested and no options had
been exercised.

     Pursuant to the Stock Option Plan, as amended, all of the performance based
options shall have a per share exercise price not less than the per share fair
market value of the Common Stock as of the date of the grant of such options.
All of the options granted through March 26, 1999 have 9 1/2 year vesting
schedules, subject to acceleration during the first four years following the
date of grant upon the attainment of certain performance criteria.

     With the exception of an option granted to Frelinghuysen, all options
granted through March 26, 1999 are non-transferable other than by will or the
laws of descent and distribution, and all options are exercisable only while the
optionee remains in the employ of the Company or for a short period of time
thereafter. If an optionee dies or becomes disabled while in the employ of the
Company, the option is exercisable prior to the 365th day following the date of
termination of employment. If an optionee's employment is terminated without
cause, the option is exercisable for 90 days following the date of termination
of employment. If an optionee leaves the employ of the Company for any other
reason, the option is exercisable for only five days following the date of
termination of employment. Options which are exercisable following termination
of employment are exercisable only to the extent that the optionee was entitled
to exercise such options on the date of such termination.

     The right to exercise the option granted to Frelinghuysen is not
transferable, but such option may be assigned to any person or entity which
acquires all of the outstanding capital stock or substantially all of the assets
of Frelinghuysen. Additionally, such option may be assigned to any person or
entity which is controlled by, controlling or under common control with
Frelinghuysen.

Compensation of Directors

     The Company does not pay an annual retainer or meeting attendance fee to
any Director other than Mr. Kahn who is paid $4,000 for each meeting he attends;
however, expenses incurred in connection with attending each Board meeting and
committee meeting are paid by the Company.

Incentive Compensation Plan

     The Company maintains an incentive compensation plan for all non-union
management associates, pursuant to which the Company makes cash incentive awards
to such members of management in varying amounts based upon the achievement of
various budgeted operating targets established on an annual basis by the Board
of Directors.

                                      28
<PAGE>
 
Option Grants

     During the fiscal year ended December 26, 1998, there were no grants of
options to purchase shares of Holding's Class A Common Stock while forfeitures
of same amounted to 26,160.

Aggregated Option Values at Fiscal Year-End

     The following information is furnished for the fiscal year ended December
26, 1998 with respect to the stock options held by the Company's Chief Executive
Officer and each of the other individuals named in the Summary Compensation
Table. No stock options were exercised during the fiscal year ended December 26,
1998.

                Aggregated Option Fiscal Year-End Option Values

<TABLE> 
<CAPTION> 
                                                 Number of                                    Value of Unexercised
                                                 Options at                                  In-the-Money Options at
                                             December 26, 1998                                December 26, 1998 (1)
                                    -----------------------------------              -------------------------------------
         Name                       Exercisable           Unexercisable               Exercisable            Unexercisable
         ----                       -----------           -------------               -----------            -------------
<S>                                 <C>                   <C>                         <C>                    <C> 
David G. Bronstein                     5,435                   -0-                        -0-                     -0-
Joseph V. Fisher                        -0-                    -0-                        -0-                     -0-
James A. Toopes, Jr.                   4,000                  8,000                       -0-                     -0-
Stephen L. Hittman                     2,000                  4,000                       -0-                     -0-
John Onufer, Jr.                       1,700                  1,700                       -0-                     -0-
Donald J. Trella                        -0-                   4,000                       -0-                     -0-
</TABLE> 

____________

(1)  None of the options are in-the-money.


Loans to Management

     Mr. Fisher borrowed from Holding a portion of the purchase price for shares
of Holding's Class A Common Stock purchased by him as of December 20, 1993. The
principal amount of this note was $387,500, which note was cancelled and
replaced with a new note in the principal amount of $615,000. In November 1998,
upon accepting Mr. Fisher's resignation, Holdings paid $50,000 and extinguished
the note receivable in return for the receipt of Mr. Fisher's Holding's Class A
Common Stock. The transaction included the forgiveness of $285,000 of accrued
interest.

     Mr. Madera borrowed $100,000 from Holding on May 25, 1994. The principal
amount of this note is secured by the shares of Class A Common Stock owned by
Mr. Madera, is payable on demand and bears interest at a rate equal to the prime
rate plus 1.5% per annum.

     In 1996, Mr. Toopes borrowed from Holding a portion of the purchase price
for shares of Holding's Class A Common Stock purchased by him as of December 14,
1996. The principal amount of this note was $205,000. In 1998, Mr. Toopes
borrowed from Holding the remainder of the purchase price with a new note whose
principal amount was $75,000. The payment of both notes are secured by the 8,000
shares of Class A Common Stock purchased by Mr. Toopes. Mr. Toopes' notes mature
on December 31, 2005 and bear interest at the rate in effect on the Company's
senior credit facility.

                                      29
<PAGE>
 
         Mr. Hittman borrowed from Holding a portion of the purchase price for
shares of Holding's Class A Common Stock purchased by him as of April 18, 1997.
The principal amount of his note was $67,000. The payment of this note is
secured by 2,200 shares of Class A Common Stock purchased by Mr. Hittman. Mr.
Hittman's note matures on December 31, 2005 and bears interest at the rate in
effect on the Company's senior credit facility. 

         Mr. Onufer borrowed from Holding a portion of the purchase price for
shares of Holding's Class A Common Stock purchased by him as of April 24, 1997.
The principal amount of his note was $71,402.50. The payment of this note is
secured by 2,200 shares of Class A Common Stock purchased by Mr. Onufer. Mr.
Onufer's note matures on December 31, 2005 and bears interest at the rate in
effect on the Company's senior credit facility.

         Mr. Trella borrowed from Holding the purchase price for shares of
Holding's Class A Common Stock purchased by him as of August 29, 1997. The
principal amount of his notes was $110,250. The payment of this note is secured
by 3,150 shares of Class A Common Stock purchased by Mr. Trella. Mr. Trella's
note matures on December 31, 2005 and bears interest at the rate in effect on
the Company's senior credit facility.

         In addition, certain members of the Company's management (none of whom
is a named executive officer) borrowed from Holding and the Company a portion of
the purchase price for shares of Holding's Class A Common Stock purchased by
such individuals in connection with the Acquisition. Payment of obligations
under each of these management notes is secured by the shares of Class A Common
Stock purchased by the makers of these notes.

         The aggregate principal amount of such management stock purchase loans
currently owed to Holding is equal to approximately $27,000. The amounts due
Holding for such loans are represented by secured a promissory note which bears
interest at the rate of 8.57% per annum.

Compensation Committee Interlocks and Insider Participation

         Messrs. Frelinghuysen, Bronstein, and Childs served on the Compensation
Committee during fiscal 1998. Mr. Bronstein served as the Company's Chairman of
the Board and interim Chief Executive Officer during fiscal 1998 after Mr.
Fisher's resignation. None of the other members of the Compensation Committee
served as officers or employees of the Company or any of its subsidiaries during
fiscal 1997.

         In connection with the Acquisition, THL, Thomas H. Lee Equity Partners,
L.P. (the "Lee Fund"), ML-Lee Acquisition Fund II, L.P., ML-Lee Acquisition Fund
(Retirement Accounts) II, L.P. (collectively, the "ML-Lee Funds") and their
respective affiliates (together with THL, the Lee Fund and the ML-Lee Funds, the
"THL" Companies"), Frelinghuysen, certain members of the Company's senior
management and Prudential made investments in Holding and the Company. See
"Certain Relationships and Related Transactions."

         Also in connection with the Acquisition, the Company entered into
five-year management agreements with each of THL and Frelinghuysen. The
agreements call for payment to them of $150,000 and $100,000 per year,
respectively, for five years beginning January 1, 1991, for management and other
consulting services rendered to the Company, with annual renewals following the
scheduled expiration date of December 31, 1995. See Item 13.

                                      30
<PAGE>
 
ITEM 12:   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         There are 1,000 shares of Common Stock, $1.00 par value per share, of
Big V outstanding, all of which outstanding shares of Common Stock are
beneficially owned by BVH and 100 shares of common stock, $.01 par value per
share, of BVH all of which are beneficially owned by Holding. Holding has sole
voting and investment power with respect to all shares of common stock of BVH
and BVH has sole voting and investment power with respect to all shares of
common stock of Big V.

Security Ownership of Big V Holding Corp.

         As of December 26, 1998, there were outstanding 702,864 shares of
Holding Class A Common Stock, par value $.01 per share. The information in the
table below presents the beneficial ownership of (i) each person known to
Holding to own beneficially more than five percent of the outstanding voting
common stock of Holding, (ii) each director and each executive officer of
Holding named in the Summary Compensation Table, and (iii) all directors and
executive officers of Holding, BVH and Big V, respectively as a group.

<TABLE> 
<CAPTION> 
                                                                     Number of Shares            Percent of
                                                                    of Class A Common            Outstanding
                                                                    Stock Beneficially        Shares of Class A
Beneficial Owner                                                       Owned (1)(2)            Common Stock (1)
----------------                                                       ------------            ----------------
<S>                                                                 <C>                       <C>   
Thomas H. Lee Equity Partners, L.P. (3)                                   296,808                   41.77     
ML-Lee Acquisition Fund II, L.P. (4)                                      117,333                   16.51     
ML-Lee Acquisition Fund (Retirement Accounts) II, L.P. (4)                 62,667                    8.82     
Thomas H. Lee (5)                                                          36,513                    5.14     
David G. Bronstein (6)                                                     35,335                    4.97     
Gary S. Koppele (7)                                                        32,973                    4.64     
Cornelius J. J. Madera, Jr. (7)                                            26,973                    3.80     
Joseph S. Frelinghuysen, Jr. (8)                                           10,543                    1.48     
C. Hunter Boll (9)                                                          3,146                      **     
John W. Childs (10) (11)                                                   11,883                    1.67     
Leo J. Kahn                                                                 5,317                      **     
Steven G. Segal (12)                                                        1,258                      **     
James A. Toopes, Jr.                                                       12,000                    1.69     
Stephen L. Hittman                                                          4,200                      **     
John Onufer, Jr.                                                            3,900                      **     
                                                                                                              
All directors and executive officers of Holding                                                               
    as a group (7 persons) (13)                                            79,482                   11.19      
</TABLE> 

                                   ---------
**         Represents less than l%
(1)        For purposes of the computation of percentages of Holding presented
           in this table, a holder is deemed to beneficially own all shares
           which may be acquired by such holder upon exercise of options held by
           such holder, which options are exercisable within 60 days. Such
           shares which may be acquired by such holder (but no shares which may
           be acquired by any other holder upon exercise of options held by such
           other holder) are deemed to be outstanding.
(2)        Share amounts are rounded to the nearest whole number.

                                      31


<PAGE>
 
(3)        Each of (i) THL Equity Advisors Limited Partnership, (ii) THL Equity
           Trust, (iii) Thomas H. Lee, as Trustee of THL Equity Trust, (iv) John
           W. Childs, as Trustee of THL Equity Trust, (v) C. Hunter Boll, as an
           officer of THL Equity Trust, and (vi) Steven G. Segal, as an officer
           of THL Equity Trust, may be deemed to be the beneficial owner of
           296,808 shares held by the Lee Fund. Such entities and Messrs. Lee,
           Boll, Childs and Segal disclaim beneficial ownership of such shares.
           The foregoing entities and Messrs. Lee and Boll maintain their
           principal business address c/o Thomas H. Lee Company, 75 State
           Street, Boston, MA 02109. Messrs. Childs and Segal maintain their
           principal business address c/o J.W. Childs Associates, L.P., One
           Federal Street, Boston, MA 02110.
(4)        Each of (i) Thomas H. Lee Advisors II, L.P. ("Advisors II"), the
           Investment Advisor of each of the ML-Lee Funds, (ii) T.H. Lee
           Mezzanine II ("Mezzanine II"), a general partner of Advisors II,
           (iii) Thomas H. Lee, as Trustee of Mezzanine II and an Individual
           General Partner of each of the ML-Lee Funds, (iv) John W. Childs, as
           Trustee of Mezzanine II, (v) C. Hunter Boll, as an officer of
           Mezzanine II, and (vi) Steven G. Segal, as an officer of Mezzanine
           II, may be deemed to be the beneficial owners of 180,000 shares held,
           in the aggregate, by the ML-Lee Funds. Each of Advisors II, Mezzanine
           II, Mr. Lee, Mr. Childs, Mr. Boll and Mr. Segal disclaim ownership of
           such shares. Each of Advisors II and Mezzanine II maintains their
           principal business address c/o Thomas H. Lee Company, 75 State
           Street, Boston, MA 02109. The ML-Lee Funds maintain principal
           business addresses c/o Merrill Lynch, 225 Liberty Street, World
           Financial Center, South Tower--23rd Floor, New York, New York
           10080-6123.
(5)        Represents 36,513 shares which may be deemed to be beneficially owned
           by State Street Bank and Trust Company of Connecticut, N.A., as
           trustee of the 1989 Thomas H. Lee Nominee Trust (the "Lee Trust").
           State Street Bank and Trust Company of Connecticut, N.A. disclaims
           beneficial ownership of such shares. Does not include 476,808 shares
           which may be deemed to be beneficially owned by Mr. Lee as a result
           of his relationships with the Lee Fund and the ML-Lee Funds. Mr. Lee
           disclaims beneficial ownership of such shares. Mr. Lee maintains his
           principal business address c/o Thomas H. Lee Company, 75 State
           Street, Boston, MA 02109.
(6)        Includes options to purchase 5,435 shares.
(7)        Includes options to purchase 380 shares. Also includes, solely with
           respect to Mr. Koppele, 32,593 shares held of record by GSK, Inc., a
           Delaware corporation wholly owned by Mr. Koppele. Mr. Koppele may be
           deemed to beneficially own these shares as a result of his
           relationship with GSK, Inc.
(8)        Includes options to purchase 543 shares.
(9)        Includes options to purchase 1,581 shares from Mr. Lee which are
           currently exercisable. Does not include 476,808 shares which may be
           deemed to be beneficially owned by Mr. Boll as a result of his
           relationship with the Lee Fund and the ML-Lee Funds. Mr. Boll
           disclaims beneficial ownership of such shares.
(10)       Includes options to purchase 6,211 shares from Mr. Lee which are
           currently exercisable. Does not include 476,808 shares which may be
           deemed to be beneficially owned by Mr. Childs as a result of his
           relationship with the Lee Fund and the ML-Lee Funds. Mr. Childs
           disclaims beneficial ownership of such shares.

                                      32


<PAGE>
 
(11)       Does not include 426 shares which Mr. Childs may be deemed to own by
           virtue of proxies he holds with respect to shares owned by his
           siblings. Mr. Childs disclaims beneficial ownership of such shares.
(12)       Includes options to purchase 632 shares from Mr. Lee which are
           currently exercisable. Does not include 476,808 shares which may be
           deemed to be beneficially owned by Mr. Segal as a result of his
           relationship with the Lee Fund and the ML-Lee Funds. Mr. Segal
           disclaims beneficial ownership of such shares.
(13)       Does not include 513,320 shares which may be deemed to be
           beneficially owned by certain directors as a result of their
           relationships with the Lee Fund, the ML-Lee Funds and the Lee Trust,
           as beneficial ownership of such shares is disclaimed.
           Includes options to purchase 14,402 shares.


ITEM 13:   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The Company and THL entered into an agreement dated December 28,
1990, pursuant to which THL received a financial advisory fee of $1,250,000 from
the Company at the closing of the Acquisition and a strategic planning fee of
$250,000 on January 15, 1991. In addition, pursuant to such agreement, THL
received $150,000 per year for five years beginning January 1, 1991 for
management and other consulting services rendered to the Company. After the
initial five-year term, the management agreement with THL automatically renews
on an annual basis unless either party serves notice of termination at least 90
days prior to the renewal date. The Company believes that the terms of this
agreement are comparable to those that would have been obtainable from
unaffiliated sources.

         The Company and Frelinghuysen entered into an agreement dated
December 28, 1990, pursuant to which Frelinghuysen received a financial advisory
fee of $1,250,000 from the Company at the closing of the Acquisition (which was
comprised of $875,000 in cash and 10,714.286 shares of Holding's Class A Common
Stock) and a strategic planning fee of $250,000 on January 15, 1991. In
addition, pursuant to such agreement, Frelinghuysen received $100,000 per year
for five years beginning January 1, 1991 for management and other consulting
services rendered to the Company. After the initial five year term, the
management agreement with Frelinghuysen automatically renews on an annual basis
unless either party serves notice of termination at least 90 days prior to the
renewal date. The Company believes that the terms of this agreement are
comparable to those that would have been obtained from unaffiliated sources.

                                      33
<PAGE>
 
         Each of the management and consulting agreements between the Company
and THL and the Company and Frelinghuysen provides that the Company will
indemnify THL and Frelinghuysen respectively for any liability arising from the
performance of management or consulting services under such agreement, unless
such liability is the result of gross negligence or willful misconduct.

         The existing shareholders of Holding (the "Existing Shareholders")
have entered into a shareholders' agreement, dated as of December 28, 1990, as
amended and restated on December 17, 1993 (the "Shareholders' Agreement"), which
sets forth certain rights and obligations of the parties with respect to the
Common Stock and corporate governance of Holding, including certain transfer
restrictions on shares of Common Stock, certain put and call rights and
obligations relating to the Common Stock, agreements relating to the composition
of the Board of Directors of Holding and registration rights.

         The Shareholders' Agreement provides that the Existing Shareholders
must, subject to certain conditions, vote their shares to elect a Board of
Directors of Holding consisting of not more than five directors, subject to
increase pursuant to the Shareholders' Agreement, one director to be nominated
by THL and certain of its officers, employees, consultants and affiliates
(collectively with their permitted transferees, the "Lee Holders"), one director
to be nominated by the ML-Lee Funds, one director to be nominated by the Lee
Fund, one director to be nominated by Frelinghuysen and one director to be
nominated by the Chief Executive Officer of Big V. Notwithstanding the
foregoing, the right of any of the foregoing shareholders to designate directors
will be eliminated at such time as such shareholder no longer owns any of the
shares of Common Stock then outstanding.

         In addition, the Shareholders' Agreement provides that the Existing
Shareholders are (i) in certain instances, subject to "come along" rights
allowing them to participate in private sales of Common Stock by certain
Existing Shareholders and (ii) in certain instances, subject to "take along"
rights allowing certain Existing Shareholders who are selling all of their
shares to require the other Existing Shareholders to sell all of their shares of
Common Stock to the same purchaser in the same transaction. The Shareholders'
Agreement requires Holding's Existing Shareholders to vote together as a group
on certain matters, including the nomination and election of the Board of
Directors, establishing the number of directors in accordance with the
Shareholders' Agreement and certain sales or mergers relating to the "take
along" rights contained in the Shareholders' Agreement.

         The Shareholders' Agreement also provides certain registration rights
to the Existing Shareholders. If Holding receives a written request from any of
the ML-Lee Funds, the Lee Fund, the Lee Holders or Frelinghuysen or any of their
permitted transferees (collectively, the "Institutional Investors") that Holding
file a registration statement under the Securities Act covering the registration
of at least 10% of the Registrable Securities (as defined therein), then Holding
is required, on no more than two occasions, to (a) promptly give written notice
to all other Existing Stockholders of such request and (b) with reasonable
promptness, and generally within 120 days after receipt by Holding of a written
request for a demand registration, file a registration statement with the
Securities and Exchange Commission (the "Commission") relating to such
Registrable Securities as to which such request for a demand registration
relates

                                      34
<PAGE>
 
and Holding shall use its best efforts to cause all Registrable Securities of
the same class that holders have requested be registered to be registered under
the Securities Act, subject to customary proportional reductions if necessary to
accommodate market conditions.

         The Shareholders' Agreement also provides that if Holding proposes to
register shares of Common Stock under the Securities Act, in connection with the
public offering of such securities solely for cash on a form that would also
permit the registration of any of the Registrable Securities, either for its own
account or for the account of others, then each Existing Shareholder has a
right, subject to certain restrictions, to request that Holding register its
shares of Common Stock.

                                      35
<PAGE>
 
                                    PART IV

ITEM 14:   EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

     (a)   (1)  Financial Statements

     See Financial Statements Index included in Item 8 of Part II of this Form
10-K.

           (2)  Financial Statement Schedules:

     Schedules have been omitted as they are not applicable or the required
information is presented in the financial statements or related notes.

           (3)  Exhibits

     See Index to Exhibits on Page II-I. A copy of the exhibits listed herein
can be obtained by writing:

                               James A. Toopes, Jr.
                               Vice Chairman and Executive Vice President-
                               Finance, Administration and Corporate Development
                               Big V Supermarkets, Inc.
                               176 North Main Street
                               Florida, New York 10921

     (b)   Reports on Form 8-K

     November 16, 1998 - Resignation of President and Chief Executive Officer -
as of November 20, 1998.

                                      36
<PAGE>
 
                                  SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, in the Village of
Florida, State of New York, on March 26, 1999.

                              BIG V SUPERMARKETS, INC.


                              By:  /s/ Mark S. Schwartz
                                  -------------------------------
                                  Mark S. Schwartz
                                  Chief Executive Officer
                                  and President 

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant in the capacities and on the dates indicated.


Signatures                       Title                                Date
----------                       -----                                ----   

 /s/ David G. Bronstein          Director, Chairman of the       March 26, 1999
----------------------------        Board 
David G. Bronstein                  

 /s/ Mark S. Schwartz            Director, Chief Executive       March 26, 1999
----------------------------        Officer and President 
Mark S. Schwartz                    (principal executive 
                                    officer)       
                                    

/s/ James A. Toopes, Jr.         Director, Vice Chairman         March 26, 1999
----------------------------        Executive Vice President-    
James A. Toopes, Jr.                Finance, Administration,     
                                    Corporate Development        
                                    and Corporate Secretary      
                                    (principal financial officer) 
                                    

/s/ John Onufer, Jr.             Vice President-Controller        March 26, 1999
-----------------------------       and Assistant Treasurer 
John Onufer, Jr.                    


/s/ John W. Childs               Director                         March 26, 1999
-----------------------------
John W. Childs


                                      37

<PAGE>
 
/s/ C. Hunter Boll                Director                        March 26, 1999
-----------------------------
C. Hunter Boll


/s/ Joseph S. Frelinghuysen, Jr.  Director                        March 26, 1999
--------------------------------
Joseph S. Frelinghuysen, Jr.


/s/ Leo J. Kahn                   Director                        March 26, 1999
-----------------------------
Leo J. Kahn


/s/ Steven G. Segal               Director                        March 26, 1999
-----------------------------
Steven G. Segal

                                      38

<PAGE>
 
BIG V SUPERMARKETS, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
FISCAL YEARS 1998, 1997 AND 1996
--------------------------------------------------------------

                                                       PAGE
INDEPENDENT AUDITORS' REPORT                           F-2

CONSOLIDATED STATEMENTS OF INCOME (LOSS)               F-3

CONSOLIDATED BALANCE SHEETS                            F-4

CONSOLIDATED STATEMENTS OF STOCKHOLDER'S DEFICIT       F-5

CONSOLIDATED STATEMENTS OF CASH FLOWS               F-6 - F-7

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS          F-8 - F-24
<PAGE>
 
INDEPENDENT AUDITORS' REPORT

Big V Supermarkets, Inc.
Florida, New York

We have audited the accompanying consolidated balance sheets of Big V
Supermarkets, Inc. and subsidiaries (the "Company") as of December 26, 1998 and
December 27, 1997, and the related consolidated statements of income (loss),
stockholder's deficit and cash flows for each of the three fiscal years in the
period ended December 26, 1998. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

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

In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Big V Supermarkets, Inc. and
subsidiaries as of December 26, 1998 and December 27, 1997, and the results of
their operations and their cash flows for each of the three fiscal years in the
period ended December 26, 1998 in conformity with generally accepted accounting
principles.


/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
Parsippany, New Jersey
March 22, 1999

                                      F-2
<PAGE>
 
BIG V SUPERMARKETS, INC.
 
<TABLE> 
<CAPTION> 
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
FOR THE YEARS ENDED DECEMBER 26, 1998,
DECEMBER 27, 1997 AND DECEMBER 28, 1996
(IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
                                                    DECEMBER 26,      DECEMBER 27,      DECEMBER 28,
                                                        1998              1997             1996
<S>                                                 <C>               <C>               <C>           
SALES                                                $814,404          $762,880          $735,976
                                                     --------          --------          --------
                                                                                        
COSTS AND EXPENSES:                                                                     
  Cost of sales (exclusive of depreciation and                                        
    amortization shown separately below)              600,375           563,896           545,851
  Selling, general and administrative                 172,952           161,786           151,825
  Special charges                                           -                 -             3,004
  Depreciation and amortization                        15,454            16,979            17,381
  Interest expense, net of interest income                                              
    of $260 for 1998, $253 for 1997,                                                    
    and $255 for 1996                                  23,651            24,586            24,382
                                                     --------          --------          --------
                                                                                        
           Total costs and expenses                   812,432           767,247           742,443
                                                     --------          --------          --------
                                                                                        
INCOME (LOSS) BEFORE INCOME TAXES                       1,972            (4,367)           (6,467)
                                                                                        
INCOME TAX EXPENSE (BENEFIT)                            1,860            (1,625)           (2,509)
                                                     --------          --------          --------
                                                                                      
NET INCOME (LOSS)                                    $    112          $ (2,742)         $ (3,958)
                                                     ========          ========          ========
</TABLE> 

See notes to consolidated financial statements.

                                      F-3
<PAGE>
 
BIG V SUPERMARKETS, INC.

<TABLE>   
<CAPTION> 
CONSOLIDATED BALANCE SHEETS
DECEMBER 26, 1998 AND DECEMBER 27, 1997
(IN THOUSANDS)
---------------------------------------------------------------------------------------------------------------------

                                                                      DECEMBER 26,      DECEMBER 27,
ASSETS                                                                    1998              1997
<S>                                                                   <C>               <C> 
CURRENT ASSETS:                                                                         
  Cash                                                                   $ 15,674          $ 13,498
  Accounts receivable                                                      11,941            14,669 
  Inventories                                                              35,493            36,851   
  Refundable income taxes                                                     630             1,688 
  Prepaid expenses and other current assets                                 2,282             2,486 
  Asset held for sale                                                       4,482                 -  
                                                                         --------          --------        
           Total current assets                                            70,502            69,192
                                                                                        
PROPERTY AND EQUIPMENT - At cost, less accumulated                                      
  depreciation and amortization of $85,756 at December 26, 1998 and                     
   $73,653 at December 27, 1997                                            57,521            60,783
                                                                                        
GOODWILL - Less accumulated amortization of $14,938 at                                  
  December 26, 1998 and $12,926 at December  27, 1997                      64,371            66,383 
                                                                                              
INVESTMENT IN WAKEFERN FOOD CORP.                                          13,173            11,236
                                                                                        
WAKEFERN WAREHOUSE AGREEMENT - Less accumulated amortization                            
  of $8,273 at December 26, 1998 and $7,239 at December 27, 1997           33,095            34,129
                                                                                        
OTHER ASSETS                                                                9,002            13,422 
                                                                         --------          --------
TOTAL ASSETS                                                             $247,664          $255,145
                                                                         ========          ========
LIABILITIES AND STOCKHOLDER'S DEFICIT
 
CURRENT LIABILITIES:
  Accounts payable                                                       $ 43,822          $ 43,257
  Accrued expenses and taxes other than income taxes                       16,825            17,372
  Deferred income taxes                                                     6,213             6,152
  Current portion of long-term debt                                        12,499            19,401
  Current portion of capitalized lease obligations                            808               619
                                                                         --------          -------- 
           Total current liabilities                                       80,167            86,801
                                                                         --------          -------- 
OTHER LONG-TERM LIABILITIES                                                10,056             9,974
                                                                         --------          -------- 
LONG-TERM DEBT - Less current portion                                     153,342           154,097
                                                                         --------          -------- 
CAPITALIZED LEASE OBLIGATIONS - Less current portion                       25,228            26,036
                                                                         --------          -------- 
DEFERRED INCOME TAXES                                                       6,070             5,423
                                                                         --------          -------- 
COMMITMENTS AND CONTINGENCIES
 
STOCKHOLDER'S DEFICIT:
  Common stock, par value, $1.00 per share; authorized, 1,000 shares;
   issued, 1,000 shares                                                         1                 1
  Paid-in capital                                                           8,405             8,530
  Accumulated deficit                                                     (35,605)          (35,717)
                                                                         --------          -------- 
           Total stockholder's deficit                                    (27,199)          (27,186)
                                                                         --------          -------- 
TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT                              $247,664          $255,145
                                                                         ========          ========
</TABLE> 

See notes to consolidated financial statements.

                                      F-4
<PAGE>
 
BIG V SUPERMARKETS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDER'S DEFICIT
FOR THE YEARS ENDED DECEMBER 26, 1998,
DECEMBER 27, 1997 AND DECEMBER 28, 1996
(IN THOUSANDS)
--------------------------------------------------------------------------------


<TABLE> 
<CAPTION> 
                                                                                                   TOTAL
                                         COMMON STOCK         PAID-IN       ACCUMULATED       STOCKHOLDER'S
                                         ---------------                                   
                                         SHARES   AMOUNT      CAPITAL         DEFICIT            DEFICIT
<S>                                      <C>      <C>         <C>           <C>               <C>     
BALANCE,                                                                                
  DECEMBER 30, 1995                      1,000    $    1       $ 8,804       $(29,017)         $(20,212)
                                                                                                
Return of capital to Holding                 -         -          (215)             -              (215)
                                                                                                
Capital contribution                                                                            
  from Holding                               -         -            75              -                75
                                                                                                
Net Loss                                     -         -             -         (3,958)           (3,958)
                                        ------    ------       -------       ---------         --------- 
BALANCE                                                                                         
  DECEMBER 28, 1996                      1,000         1         8,664        (32,975)          (24,310)  
                                                                                                
Return of capital to Holding                 -         -          (149)             -              (149)
                                                                                                
Capital contribution                         
  from Holding                               -         -            15              -                15
                                             
Net Loss                                     -         -             -         (2,742)           (2,742)
                                        ------    ------       -------       ---------         --------- 
BALANCE                                                                                         
  DECEMBER 27, 1997                      1,000         1         8,530        (35,717)          (27,186)
                                                                                                
Return of capital to Holding                 -         -          (125)             -              (125)
                                                                                                
Net income                                   -         -             -            112               112
                                        ------    ------       -------       ---------         --------- 
BALANCE                                                                                         
  DECEMBER 26, 1998                      1,000    $    1       $ 8,405       $(35,605)         $(27,199)   
                                        ======    ======       =======       =========         =========
</TABLE> 

See notes to consolidated financial statements.

                                      F-5
<PAGE>
 
BIG V SUPERMARKETS, INC.
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 26, 1998,
DECEMBER 27, 1997 AND DECEMBER 28, 1996
(IN THOUSANDS)
--------------------------------------------------------------------------------
 
 
<TABLE> 
<CAPTION> 
                                                              DECEMBER 26,            DECEMBER 27,            DECEMBER 28,
                                                                  1998                    1997                    1996
<S>                                                           <C>                     <C>                     <C>  
CASH BALANCE, BEGINNING OF PERIOD                              $13,498                $ 10,595                $ 11,683
                                                               -------                --------                --------
 
CASH FLOWS FROM OPERATING
  ACTIVITIES:
  Net income (loss)                                                112                  (2,742)                 (3,958)
  Adjustments to reconcile net income (loss) to net
    cash provided by operating activities:
    Depreciation and amortization                               15,454                  15,904                  17,381
    Noncash loss on disposal of equipment and
      leasehold interest                                             -                   1,075                       -
    Amortization of deferred debt costs                          1,178                   1,157                   1,166
    Amortization of discount on debt                               120                     133                      78
    Deferred income taxes                                          708                  (2,712)                 (1,867)
    Noncash rent expense                                         1,273                   1,100                     723
    Noncash gain from lease termination                              -                  (1,170)                 (1,073)
    Loss on sale of equity investment                                -                     596                       -
  Changes in assets and liabilities:
    Decrease (increase) in inventories                           1,358                  (1,414)                 (3,063)
    (Increase) decrease in prepaid expenses and
     other current assets                                          (39)                  1,856                  (1,612)
    Decrease (increase) in accounts receivable                   2,728                  (1,603)                   (909)
    Decrease (increase) refundable income taxes                  1,058                  (1,569)                     25
    (Increase) decrease in other assets                           (394)                 (1,574)                    849
    Increase in asset held for sale                               (846)                   (604)                   (260)
    Increase (decrease) in accounts payable                        565                   3,519                  (2,077)
    (Decrease) increase in accrued expenses and
      taxes other than income taxes                               (547)                  2,344                    (320)
    (Decrease) increase in income taxes payable                      -                     (17)                     17
    (Decrease) increase in long-term liabilities                (1,191)                  2,627                     837
                                                               -------                --------                --------
 
         Net cash provided by operating activities              21,537                  16,906                   5,937
                                                               -------                --------                --------
 
CASH FLOWS FROM INVESTING ACTIVITIES:
  Acquisitions of property and equipment                        (8,911)                (10,242)                (10,085)
  Sale of Connecticut stores                                         -                       -                   8,552
  Sale of property and equipment                                     8                      26                       3
  Increase in investment in Wakefern Food Corp.                    (40)                      -                     (40)
                                                               -------                --------                --------
 
           Net cash used in investing activities                (8,943)                (10,216)                 (1,570)
                                                               -------                --------                --------
</TABLE> 
 
                                                                     (Continued)

                                      F-6
<PAGE>
 
BIG V SUPERMARKETS, INC.
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 26, 1998,
DECEMBER 27, 1997 AND DECEMBER 28, 1996
(In Thousands)
--------------------------------------------------------------------------------

<TABLE> 
<CAPTION> 
                                                                 DECEMBER 26,            DECEMBER 27,            DECEMBER 28,
                                                                     1998                    1997                   1996
<S>                                                              <C>                     <C>                     <C> 
CASH FLOWS FROM FINANCING ACTIVITIES:
  Payments of long-term debt                                     $(10,319)                $(8,939)                $(8,771)
  Payments of capital lease obligations                              (619)                   (444)                   (375)
  Proceeds from revolver borrowings                                   500                       -                       -
  Proceeds of long-term borrowings                                    145                   5,730                   3,831
  Return of capital to Holding                                       (125)                   (149)                   (215)
  Capital contribution from Holding                                     -                      15                      75
                                                                 --------                 -------                 -------
 
           Net cash used in financing activities                  (10,418)                 (3,787)                 (5,455)
                                                                 --------                 -------                 -------
 
NET INCREASE (DECREASE) IN CASH                                     2,176                   2,903                  (1,088)
                                                                 --------                 -------                 -------
 
CASH BALANCE, END OF YEAR                                        $ 15,674                 $13,498                 $10,595
                                                                 ========                 =======                 =======
                                                             
SUPPLEMENTAL DISCLOSURES OF CASH
  FLOW INFORMATION:
  Cash paid during the year for:
    Interest                                                     $ 21,918                 $23,687                 $23,723
                                                                 ========                 =======                 =======
 
    Income taxes                                                 $    285                 $ 2,671                 $   783
                                                                 ========                 =======                 =======
</TABLE>


During the year ended December 28, 1996, notes payable to Wakefern for $250,000
were entered into which increased the investment in Wakefern.

During the year ended December 27, 1997, a note receivable for $1,100,000 was
recorded in conjunction with the sale of an equity investment.  The note was
collected in full during February 1998.

During the year ended December 26, 1998, notes payable to Wakefern for
$2,033,000 were entered into which increased the investment in Wakefern.

                                                                     (Concluded)
See notes to consolidated financial statements.

                                      F-7
<PAGE>
 
BIG V SUPERMARKETS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 26, 1998
DECEMBER 27, 1997 AND DECEMBER 28, 1996
-------------------------------------------------------------------------------

1. BUSINESS

   ORGANIZATION AND BASIS OF PRESENTATION - On December 28, 1990, Big V
   Supermarkets, Inc. (the "Company") was purchased by Big V Holding Corp.
   ("Holding") through the merger of a wholly-owned subsidiary of Holding with
   and into BV Holdings Corporation (the "Predecessor Company"), the owner of
   all voting stock of the Company.  The financial statements presented herein
   are those of the Company subsequent to the purchase by Holding.  The Company
   is a wholly-owned indirect subsidiary of Holding, whose principal
   shareholders include Thomas H. Lee Equity Partners, L.P., ML-Lee Acquisition
   Fund II, L.P., ML-Lee Acquisition Fund (Retirement Accounts) II, L.P., Thomas
   H. Lee, and management of the Company.  The consideration paid by Holding to
   acquire the Company was approximately $210.2 million.

   The acquisition by Holding was accounted for as a purchase, and accordingly,
   Holding recorded the assets and liabilities of the Company at their fair
   value at the date of the acquisition.  The accompanying consolidated
   financial statements of the Company reflect Holding's basis.

   The Company operates a chain of 30 modern supermarkets under the ShopRite
   trade name located primarily in the Hudson River Valley Region of New York
   State.  The Company also operates one supermarket under the "Big V Market"
   trade name and one supermarket under the "CostRite" trade name.  The Company
   is the largest member of the Wakefern Food Corp. Cooperative ("Wakefern")
   located in Elizabeth, New Jersey.

                                      F-8
<PAGE>

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   FISCAL YEAR - The Company's fiscal year ends on the last Saturday in
   December.  The fiscal years ended December 26, 1998, December 27, 1997 and
   December 28, 1996 were 52-week periods.

   PRINCIPLES OF CONSOLIDATION - The consolidated financial statements of the
   Company include the accounts of Big V Supermarkets, Inc. and its nonoperating
   subsidiaries.  All significant intercompany accounts and transactions have
   been eliminated in consolidation.  Since the Company is a wholly-owned
   subsidiary, earnings per share information is not presented.  The Company
   operates in one industry segment, the operation of supermarkets.

   INVENTORIES - Inventories are valued using the last-in, first-out method.
   Inventories are priced at prevailing selling prices and reduced to cost by
   application of a cost complement factor.

   At December 26, 1998 and December 27, 1997, inventories would have been
   higher by $3,193,000 and $2,548,000, respectively, if the first-in, first-out
   method of valuation had been used.

   PROPERTY AND EQUIPMENT - Property and equipment is stated at cost.
   Depreciation and amortization, computed by the straight-line method for
   financial statement purposes, are based on an estimated useful life of three
   to eight years for equipment, ten years or lease term, whichever is less, for
   leasehold improvements and the related lease term for leasehold interests and
   capitalized leases and twenty years for building.  Costs of major
   improvements to existing facilities are capitalized.  Costs of repairs,
   maintenance and replacements which do not significantly improve or extend the
   life of the respective assets are charged to expense as incurred.  Leasehold
   interests represent an intangible value assigned to leased properties
   resulting from a fair market determination made by independent appraisers in
   connection with the purchase of the net assets of the Company.

   The Company reviewed the recoverability of its long-lived assets by comparing
   the carrying amounts of the identifiable cash flow producing assets to their
   gross projected operating cash flows.  At December 26, 1998, no assets were
   impaired.

   GOODWILL - Goodwill is being amortized on the straight-line method over 40
   years.  Management assesses the recoverability of goodwill by comparing the
   Company's forecasts of cash flows from future operating results, on an
   undiscounted basis, to the unamortized balance of goodwill at each balance
   sheet date.  Cash flows from operating results represents net income
   excluding depreciation and amortization expense.  If the results of such
   comparison indicate that an impairment may be likely, the Company will
   recognize a charge to operations at that time based upon the difference
   between the present value of the expected cash flows from future operating
   results (utilizing a discount rate equal to the Company's average cost of
   funds at the time), and the balance sheet value of goodwill as of such

                                      F-9
<PAGE>
 
   time. The recoverability of goodwill is at risk to the extent the Company is
   unable to achieve its forecast assumptions regarding cash flows from
   operating results. Management believes, at this time, that the goodwill
   carrying value and useful life continues to be appropriate.

   INVESTMENT IN WAKEFERN FOOD CORP. - Represents the Company's stock ownership
   in Wakefern.  Such stock has been valued at its redemption value, which
   represents cost, in accordance with the Wakefern by-laws and is obtained by
   the Company upon payments made with respect to new store openings (see Note
   11).  The Wakefern By-Laws specify that, such stock can be sold to Wakefern
   at the greater of $100 per share or Wakefern's then book value.  Since this
   stock can only be sold to Wakefern at a specified amount in accordance with
   the Wakefern by-laws it is not practicable to estimate the fair value of such
   stock.

   WAKEFERN WAREHOUSE AGREEMENT - Represents the value assigned to the Company's
   ability to participate in Wakefern as a member and its ability to share in
   the annual patronage dividend (see Note 11).  The value assigned resulted
   from a fair market determination made by independent appraisers in connection
   with the purchase of the net assets of the Company.  The Wakefern Warehouse
   Agreement contains an evergreen provision providing for a continual 10-year
   renewal period.  The Company's obligation to purchase from Wakefern may be
   terminated only 10 years following the approval of such termination by the
   holders of at least 75% of the outstanding voting stock of Wakefern.
   Accordingly, the cost of the Wakefern Warehouse Agreement is being amortized
   on a straight-line basis over 40 years.

   DEBT ISSUANCE COSTS - Debt issuance costs represent costs associated with
   borrowings and are amortized using the straight-line method over the terms of
   the related debt.

   SPECIAL CHARGES - During 1996, the Company adjusted its reserves for certain
   items. The special charges, approximating $3.0 million, consist of an
   increase in reserves for and/or settlement of future lease obligations on
   store leases assigned in 1988 to another supermarket chain, which declared
   bankruptcy during 1995. Such charges also include costs associated with the
   abandonment of potential new store sites and incurred expenses from closed
   store sites.

   INCOME TAXES - The Company files a consolidated Federal income tax return
   with its ultimate parent, Holding.  Deferred taxes have been recorded for the
   differences between the financial reporting basis and the tax basis of the
   Company's assets and liabilities in accordance with SFAS No. 109, Accounting
   for Income Taxes.

   PREOPENING COSTS - For the fiscal year ended on December 26, 1998, the costs
   associated with new store openings were amortized in the twelve-month period
   following such store opening.  At December 26, 1998, all such deferred costs
   had been amortized in accordance with Company policy.  Effective December 27,
   1998, the Company adopted Statement of Position (SOP) No. 98-5, Reporting on
   the Costs of Start-Up Activities which requires the costs associated with
   start-up activities, such as opening a new store, be expensed as incurred.
   There was no income statement effect related to the adoption of this SOP.

   SELF-INSURED LIABILITIES - The Company self-insures workers' compensation
   claims.  Such liability has been recorded at its present value utilizing a
   risk free discount rate based on the projected payout of these claims.  The
   Company determines the required liability based upon various actuarial
   assumptions which include, but are not limited to, the Company's historical
   loss experience, industry loss standards, projected loss development factors,
   projected payroll, number of employees and interest rates.  Final resolution
   of some of the workers' compensation claims may require significant
   expenditures by the Company in excess of its existing reserves, over an
   extended period of time and in a range of amounts

                                      F-10
<PAGE>
 
   that cannot be reasonably estimated. As of December 26, 1998 and December 27,
   1997, the accompanying balance sheets include a liability of approximately
   $4.8 million.

   FAIR VALUE OF FINANCIAL INSTRUMENTS - The following methods and assumptions
   were used by the Company in estimating its fair value disclosures for
   financial instruments:

   .  Cash and Cash Equivalents - The carrying amounts for these items
      approximate their fair value because of the short maturity of these items.

   .  Investments - The fair values of investments are based on quoted market
      prices.

   .  Long-Term Debt - The fair value of the Company's long-term debt is based
      upon the market price of the Company's publicly traded debt securities at
      December 26, 1998 and December 27, 1997, and for the debt instruments
      which are not publicly traded, current incremental borrowing rates for
      similar types of borrowing arrangements are utilized as a basis to
      determine fair value of such debt instruments.


   USE OF ESTIMATES - The preparation of financial statements in conformity with
   generally accepted accounting principles requires management to make
   estimates and assumptions that effect the reported amounts of assets and
   liabilities and disclosure of contingent assets and liabilities at the date
   of the financial statements and the reported amounts of revenues and expenses
   during the reporting period.  Actual results could differ from those
   estimates.

   RECENT ACCOUNTING PRONOUNCEMENTS - In June 1997, the Financial Accounting
   Standards Board (FASB) issued Statement of Financial Accounting Standards
   (SFAS) No. 130, Reporting Comprehensive Income, which requires the separate
   reporting of all changes to shareholder's equity, and SFAS No. 131,
   Disclosures about Segments of an Enterprise and Related Information, which
   revises existing guidelines about the level of financial disclosure of a
   company's operations.  Both statements are effective for financial statements
   issued for fiscal years beginning after December 15, 1997.  The Company has
   determined the new standards will not necessitate any changes to existing
   financial reporting.

   In June 1998, the FASB issued SFAS No. 133, Accounting for Derivative
   Instruments and Hedging Activities, which requires entities to report all
   derivatives at fair value as assets or liabilities in their statements of
   financial position. This statement is effective for the Company's 2000 fiscal
   year. The Company does not currently have any derivative instruments or
   hedging activities to report under this standard.

   RECLASSIFICATIONS - Certain reclassifications have been made to the prior
   years' consolidated financial statements to conform to the fiscal 1998
   presentation.

                                      F-11
<PAGE>
 
3.    PROPERTY AND EQUIPMENT

      Property and equipment is summarized as follows:


<TABLE>
<CAPTION>
                                                                               1998                   1997
                                                                                     (IN THOUSANDS)
 
     <S>                                                                       <C>                    <C>
     Land                                                                      $    834               $    834
     Building                                                                       161                    161
     Equipment and fixtures                                                      70,448                 64,036
     Leasehold improvements                                                      39,602                 37,558
     Leasehold interests                                                          4,275                  4,275
     Construction-in-progress                                                       557                    172
     Property and equipment under capital leases (see Note 8)                    27,400                 27,400
                                                                               --------               --------
 
     Property and equipment, at cost                                            143,277                134,436
 
     Less accumulated depreciation and amortization,
     including accumulated amortization of capitalized
     leases of $11,352 at December 26, 1998 and
     $9,931 at December 27, 1997                                                (85,756)               (73,653)
                                                                                --------               --------
 
     Property and equipment, net                                               $ 57,521               $ 60,783
                                                                               ========               ========
</TABLE>

   During September 1997, the Company terminated a capital lease with a cost and
   accumulated amortization of $10,000,000 and $1,208,000, respectively, and a
   lease obligation of $9,962,000.  Such lease termination resulted in the
   recognition of a gain of $1,170,000 which is included in selling, general and
   administrative expenses.

4. ASSET HELD FOR SALE

   A wholly-owned subsidiary of the Company, Somers Development Corporation,
   owns the Baldwin Place Shopping Center located in Somers, N.Y. (Somers
   location). In the late 1980's soil and groundwater contamination was detected
   at this presently non-operating center. The Somers location is on the
   Department of Environmental Conservation's ("DEC") New York State Inactive
   Hazardous Water Disposal Site List. Based on the results of investigations
   made to date, in management's opinion, the potential liability associated
   with the Somers location is unlikely to have a material adverse effect on the
   Company's results of operations, financial condition or liquidity. Further,
   with respect to the Somers location, the Company was named as a party in
   lawsuits by area residents. During 1997, the Company settled such lawsuits.
   The Company's share of the settlement approximated $175,000 and was
   capitalized along with the other costs of remediation. Also, the Company
   impleaded prior owners of the Baldwin Place Shopping Center in Somers, N.Y.
   as third-party defendants since the Company believes that potential
   responsibility only arises from the actions of a former tenant in the Somers
   location. In January 1994, the Company commenced an action against the prior
   owners of the Somers location seeking reimbursement for costs and expenses
   incurred by the Company in connection with the environmental remediation and
   testing of the Somers location.

   The Company entered into a settlement agreement with the prior owners
   pursuant to which the prior owners have reimbursed the Company for
   approximately $1.2 million, less attorney fees of approximately $430,000, of
   costs and expenses incurred by the Company in connection with the
   environmental remediation and testing.  The Company recorded the settlement
   agreement as a reduction of the costs capitalized in connection with the
   remediation of the contamination at the Somers location.  A Record of
   Decision with respect to the environmental status of this site was issued by
   the DEC in
  

                                      F-12
<PAGE>
 
   December 1995. Based upon the results of investigations made in this Record
   of Decision, management believes that the potential liability associated with
   the environmental status of the Somers location is not likely to have a
   material adverse effect on the Company's results of operation, financial
   condition or liquidity.

   The Company is in compliance with the ROD and required actions are virtually
   complete. The Company anticipates that the present value of future monitoring
   costs will approximate $1.0 million. In 1997, Asset Held for Sale was
   classified within other assets in the long-term portion of the balance sheet
   (see Note 5). During 1999, the Company plans to obtain site plan approval,
   sell the property to recover its costs and begin store development.
   Accordingly, Asset Held For Sale has been classified as a current asset.

5. OTHER ASSETS

   Other assets consists of the following:



<TABLE>
<CAPTION>
                                                                               1998           1997
                                                                                 (IN THOUSANDS)
 
<S>                                                                           <C>              <C>
Mutual aid fund                                                                $ 2,116         $ 1,840
Notes receivable                                                                   438             402
Property held for sale - Somers, N.Y. (see Note 4)                                   -           3,636
Deferred debt issuance costs                                                     2,907           4,085
New store costs (A)                                                              2,015           1,996
Noncurrent receivables                                                             100             100
Insurance deposits                                                                 684             684
Deposits                                                                           415             509
Other                                                                              327             170
                                                                               -------         -------
 
Total other assets                                                             $ 9,002         $13,422
                                                                               =======         =======
</TABLE>


 (A)  Such costs represent costs incurred in the planning, development and
      construction of proposed and approved new store sites.  Such costs are
      third party fees for such items as architectural and engineering
      services.  Costs related to sites no longer under consideration for a
      store are expensed.  All costs at December 26, 1998 and December 27,
      1997, are for stores under construction or in development.

                                      F-13
<PAGE>
 
6. INDEBTEDNESS

   Debt consists of the following:


<TABLE>
<CAPTION>
                                                                                   1998             1997   
                                                                                     (IN THOUSANDS)        
     <S>                                                                          <C>              <C>     
     Notes payable, bearing interest at rates of 7.15% to                                                  
       10.99%, payable in installments through                                                             
       October 30, 2003 (A)                                                       $  9,712         $ 12,748
                                                                                                           
     Notes payable for Wakefern stock subscriptions,                                                       
       face amount of $2,803 in 1998, $1,211 in 1997 and $1,679                                            
       in 1996 due in installments through December 2002                                                   
       (less unamortized discounts of $223 in 1998 and $207 in 1997                                        
       based on imputed interest rates                                                                     
       of 9.25% to 12.5%)                                                            2,580            1,004
                                                                                                           
     Notes payable for deposit with Insure-Rite,                                                           
       due in installments through December 1999                                         8               17
                                                                                                           
     Mortgage bond payable for land, interest accruing at                                                  
       11.24% and added to principal due February 28,                                                      
       1999 in the amount  of $1,400,000                                             1,374            1,229
                                                                                                           
     Bank term loans (B)                                                            46,667           53,500
     Revolving loans (B)                                                             3,000            2,500
     Subordinated note due March 15, 2001 (C)                                       20,000           20,000
     Secured nonrecourse note (D)                                                    2,500            2,500
     11% Series B Senior Subordinated Notes (E)                                     80,000           80,000
                                                                                  --------         --------
                                                                                   165,841          173,498
     Less current portion                                                           12,499           19,401
                                                                                  --------         --------
                                                                                  $153,342         $154,097
                                                                                  ========         ======== 
</TABLE>
                                                                                
   (A) The notes payable are collateralized by equipment with a net book value
       of $6,699,000 at December 26, 1998 and $10,802,000 at December 27, 1997.

   (B) The Company has a Credit Agreement ("Agreement") with Bankers Trust
       Company as agent, and a syndicate of five additional institutions.

       The Agreement includes $30.0 million in aggregate principal amount of A
       Term Loans, $40.0 million in aggregate principal amount of B Term Loans
       (the "A Term Loans" and the "B Term Loans," hereinafter referred to
       collectively as the "Term Loans") and the Revolving Credit Facility,
       which permits the Company to borrow up to $26.0 million to finance
       working capital and letter of credit needs.

       Indebtedness under the Agreement bears interest at a floating rate.
       Indebtedness under the Revolving Credit Facility and the Term Loans bears
       interest at a rate based (at the Company's option) upon (i) the Base Rate
       (defined as the higher of (a) the applicable prime rate of Bankers Trust
       Company or (b) the Federal Reserve reported certificate of deposit rate
       plus 1/2 of 1%) plus 1-1/2% in respect of the A Term Loans and the loans
       under the Revolving Credit Facility and 1-7/8% in respect of the B Term
       Loans; or (ii) the Eurodollar Rate (as defined) for one, two, three,

                                      F-14
<PAGE>
 
       or six months, plus 2-1/2% in respect of A Term Loans and Revolving Loans
       and 2-7/8% in respect of B Term Loans.

       In accordance with the Agreement, as amended, the maturity dates of the A
       Term Loans have been extended and come due on January 31, 1999. The B
       Term Loans mature on March 15, 2000 and both A and B Term Loans have
       quarterly amortizations. The Revolving Credit Facility has been extended
       to mature on January 31, 1999. The extension of the A Term Loan and
       Revolving Credit Facility maturity dates to January 31, 1999 required the
       interest rate spread on such loans to equal that of the B Term Loans. In
       addition, the Bank Credit Agreement provides for mandatory repayments of
       the Term Loans (and after all Term Loans have been repaid, certain
       commitment reductions under the Revolving Credit Facility) based on
       certain asset sales outside the ordinary course of business of Holding
       and its subsidiaries, the proceeds of certain debt and equity issuances
       and 100% of Excess Cash Flow (as defined in the Agreement) per annum.

       Loans under the Revolving Credit Facility may be repaid and reborrowed.
       The Company is required to pay to the lenders under the Bank Credit
       Agreement in the aggregate a commitment fee equal to 1/2 of 1% per annum,
       payable on a quarterly basis, on the average unused portion of the
       Revolving Credit Facility during such quarter. During 1996, 1997 and
       1998, the Company paid $77,000, $65,000 and $54,000 in commitment fees,
       respectively. As of December 26, 1998, the Company was utilizing
       $9,350,000 available under the Revolving Credit Facility, $6,350,000 of
       which was being utilized for letters of credit.

       On January 14, 1999, the Company refinanced the Agreement by entering
       into a new Credit Agreement ("New Agreement") with DLJ Capital Funding,
       Inc., as syndication agent, Fleet National Bank, as administrative agent,
       and Summit Bank, as documentation agent.

       The New Agreement includes $10.0 million in aggregate principal amount of
       Tranche A Term Loans, $50.0 million in aggregate principal amount of
       Tranche B Term Loans (the "Tranche A Term Loans" and "Tranche B Term
       Loans," hereinafter referred to collectively as the "New Term Loans") and
       the Revolving Credit Facility, which permits the Company to borrow up to
       $25.0 million to finance working capital and letter of credit needs.

       The Tranche A Term Loans also include a $10.0 million commitment to be
       used toward the repayment of the Company's Subordinated note due in
       installments beginning in June of 2000 (Note 6(C)). The Revolving Credit
       Facility can be increased in increments of $1.0 million up to a maximum
       Revolving Credit Facility of $30.0 million.

       Indebtedness under the New Agreement bears interest at a floating rate.
       Indebtedness under the New Term Loans bears interest at a rate based (at
       the Company's option) upon (i) the Base Rate (defined as the higher of
       (a) the applicable prime rate of Fleet National Bank or (b) the Federal
       Funds Rate plus 1/2 of 1%) plus 2% in respect of the Tranche A Term Loans
       and the loans under the Revolving Credit Facility and 2 1/2% in respect
       of the B Term Loans; or (ii) the Eurodollar Rate (as defined) for one,
       two, three, or six months, plus 3% in respect of Tranche A Term Loans and
       Revolving Credit Facility loans and 3 1/2% in respect of Tranche B Term
       Loans. The interest rate margin applicable to both the Base Rate and
       Eurodollar Rate loans is reduced as the Company's leverage ratio (as
       defined) decreases.

       The Tranche A Term Loans and the Tranche B Term Loans will mature on
       February 10, 2003 and August 10, 2003, respectively, and such New Term
       Loans are subject to quarterly amortizations. The Revolving Credit
       Facility will mature on February 10, 2003. In addition, the New Agreement
       provides for mandatory repayments of the New Term Loans (and certain
       commitment reductions under the Tranche A Term Loans and/or Revolving
       Credit Facility) based upon certain asset sales

                                      F-15
<PAGE>
 
       outside the ordinary course of business of Holding and its subsidiaries,
       the proceeds of certain debt and equity issuances and 75% of Excess Cash
       Flow (as defined in the New Agreement) per annum.

       Loans under the Revolving Credit Facility may be repaid and reborrowed.
       The Company is required to pay to the lenders under the New Credit
       Agreement in the aggregate a commitment fee equal to 1/2 of 1% per annum,
       payable on a quarterly basis, on the average unused portion of the
       Revolving Credit Facility. An additional commitment fee equal to 1 1/2%
       per annum on the unused Tranche A Term Loans commitment is also payable
       quarterly.

       At January 14, 1999, the effect of the transaction was to pay $46.7
       million of outstanding Term Loans under the Bank Credit Agreement,
       $471,000 in accrued interest and fees, $2.5 million in New Agreement
       transactions fees and expenses and $10.3 million was added to working
       capital of the Company. In addition, the Company expensed $793,000 in
       unamortized deferred debt issuance costs related to the Bank Credit
       Agreement.

       The New Agreement requires the Company to meet certain financial
       covenants, including maximum amounts of annual capital expenditures,
       minimum fixed charge coverage ratios, maximum leverage ratios, interest
       coverage ratios and minimum amounts of consolidated net worth. The
       Company is confident that it will meet all 1999 covenants.

   (C) The Company has $20.0 million Senior Subordinated Promissory Notes due
       March 15, 2001 held by certain principal shareholders.  Interest accrues
       at the annual rate of 14.14%, payable in quarterly installments.  The
       Note Agreement contains various restrictive covenants similar to the
       covenants contained in the Term Loan Agreement.

   (D) The Company has a noninterest-bearing note due to certain shareholders of
       the Predecessor Company.  The note is payable solely out of the net
       proceeds (as defined) of the sale of the land and buildings comprising
       the Baldwin Place Shopping Center in Somers, NY (see Note 4).

   (E) On December 17, 1993, the Company recapitalized by issuing $80.0 million
       of 11% Series B Senior Subordinated Notes (the "Series B Notes").

                                      F-16
<PAGE>
 
       In addition, the Term Loans were increased by $40.0 million (see B).

       The Series B Notes are unsecured obligations of the Company, ranking
       subordinated in right of payment to all other outstanding debt of the
       Company.  The Series B Notes mature on February 15, 2004.  Interest
       accrues at the rate of 11% per annum and is payable semiannually on each
       February 15, and August 15 and commenced on February 15, 1994.

       The Series B Notes will be redeemable, at the Company's option, in whole
       at any time or in part from time to time, on and after February 15, 1999
       at the following redemption prices (expressed as percentages of the
       principal amount) if redeemed during the 12-month period commencing on
       February 15 of the year set forth below, plus, in each case, accrued and
       unpaid interest thereon to the date of redemption:


          YEAR                                                       PERCENTAGE
                                      
          1999                                                         104.125%
          2000                                                         102.750
          2001                                                         101.375
          2002 and thereafter                                          100.000


       The Indenture (the "Indenture") that governs the Series B Notes imposes
       certain limitations on the ability of the Company and its subsidiaries
       to, among other things, pay dividends or make certain other restricted
       payments, incur additional indebtedness, enter into certain transactions
       with affiliates, incur liens, incur indebtedness which is subordinate in
       right of payment to any senior debt and senior in right of payment to the
       Series B Notes, impose restrictions on the ability of a subsidiary to pay
       dividends or make certain payments to the Company, issue preferred stock
       of the Company's subsidiaries, 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, consummate certain asset
       sales, or adopt a plan of liquidation. At December 26, 1998, the Company
       was in compliance with all the terms and covenants of the Indenture.

       The maturities for fiscal 1999 excludes maturities of $22.8 million since
       the Company was able to refinance such amounts on a long-term basis on
       January 14, 1999. The maturities for fiscal 2000 through 2003 have been
       adjusted to reflect the amortization of principal under the New
       Agreement.


          YEAR                                                    (IN THOUSANDS)
                            
          1999                                                       $ 12,499
          2000                                                          5,566
          2001                                                         16,247
          2002                                                         15,986
          2003                                                         35,265
          Thereafter                                                   80,278
                                                                     --------
                                                                     $165,841
                                                                     ========
                                        
                                     F-17
<PAGE>
 
7. FAIR VALUE OF FINANCIAL INSTRUMENTS

   The carrying amounts and fair values of the Company's financial instruments
   for which such amounts differ are as follows:


<TABLE>
<CAPTION>
                                                         DECEMBER 26, 1998                           December 27, 1997
                                              ----------------------------------------    ------------------------------------------
                                                 CARRYING                 FAIR                CARRYING                   FAIR
                                                  AMOUNT                  VALUE                 AMOUNT                   VALUE
                                                       (IN THOUSANDS)                                   (IN THOUSANDS)
<S>                                           <C>                      <C>                <C>                          <C>
  Investments                                  $       -               $       6                $      -               $      4
                                               =========               =========                ========               ========
 
  Long-term debt (Note 6):
   Bank term loans                             $  46,667               $  46,667                $ 53,500               $ 53,500
   Revolving loan                                  3,000                   3,000                   2,500                  2,500
   11% Senior subordinated notes                  80,000                  80,800                  80,000                 84,800
   Subordinated note due
     March 15, 2001                               20,000                  18,445                  20,000                 17,706
   Notes payable secured by
     equipment                                     9,712                   9,936                  12,748                 13,180
   Notes payable for Wakefern
     stock subscriptions                           2,580                   2,580                   1,004                  1,004
   Notes payable, Insure-Rite                          8                       8                      17                     17
   Mortgage bond payable for land                  1,374                   1,374                   1,229                  1,229
   Secured nonrecourse note                        2,500                   2,500                   2,500                  2,500
                                               ---------               ---------                --------               --------
 
                                               $ 165,841               $ 165,310                $173,498               $176,436
                                               =========               =========                ========               ========
</TABLE>
                                                                                

   The fair values of investments are based on quoted market prices at December
   26, 1998 and December 27, 1997. Similarly, the fair value of long-term debt
   is based on quoted market prices on December 26, 1998 and December 27, 1997
   or in the absence of such quoted market prices the latest available quoted
   market price is used. The fair values of the Bank Term Loans at December 26,
   1998 and December 27, 1997 approximated their carrying value due to their
   floating interest rates. The fair values of the Subordinated Note due March
   15, 2001 and the Company's note payable secured by equipment are estimated
   using discounted cash flow analyses, based on the Company's current
   incremental borrowing rates for similar type borrowings. The fair values of
   the remaining notes payable and mortgage bond payable were assumed to
   reasonably approximate their carrying value since the interest rates
   associated with these borrowings approximate market and the remaining
   maturities are relatively short-term. The fair value of the secured
   nonrecourse note was assumed to reasonably approximate its carrying value
   because it is payable solely out of the net proceeds of the sale, exchange or
   development of the Somers, NY location (see Note 4).

8. COMMITMENTS AND CONTINGENCIES

   DESCRIPTION OF LEASING ARRANGEMENTS - The Company currently conducts all of
   its operations from leased facilities.  Store leases generally are entered
   into for terms ranging from 10 to 25 years.  All of the Company's leases
   expire over the next 25 years.

   Most of the Company's leases contain renewal options of five or ten years
   each.  These options enable the Company to retain use of facilities in
   desirable operating areas.  Management expects, in the normal course of
   business, leases will be renewed or replaced by other leases.  The Company is
   obligated on all leases to pay for utilities and liability insurance and, in
   accordance with the terms of certain store leases, to pay additional sums
   related to real estate taxes, maintenance, insurance and additional rent
   based

                                     F-18
<PAGE>
 
   upon a percentage of sales in excess of stipulated amounts. The Company is
   also obligated to pay scheduled rent increases for certain stores.

   During June 1995, the Company was notified that the sub-lessee for which the
   Company is the primary lessee filed for bankruptcy and subsequently vacated
   the leased premises.  The Company is liable under this lease for the minimum
   annual rentals over the remaining initial lease term, certain common area
   maintenance expenses and property taxes.  At December 26, 1998, no amounts
   are accrued as the site is leased to a qualified sub-tenant.  The Company
   will continue to monitor and assess its exposure with respect to this matter
   as the actual costs could differ from the Company's current estimates.

   CAPITAL LEASES - The following is a schedule, by year, of future minimum
   lease payments under capital leases, together with the present value of the
   net minimum lease payments, as of December 26, 1998:


     YEAR                                                    (IN THOUSANDS)
 

     1999                                                       $ 4,643
     2000                                                         4,684
     2001                                                         4,710
     2002                                                         4,734
     2003                                                         4,838
     2004 and thereafter                                         34,248
                                                                -------
 
     Net minimum lease payments                                  57,857

      Less amount representing interest                          31,821
                                                                -------
 
                                                                $26,036
                                                                =======

                                                                                
   No contingent lease payments were made under capital leases for the years
   ended December 26, 1998, December 27, 1997 and December 28, 1996.

   OPERATING LEASES - The following is a schedule, by year, of future minimum
   rental payments required under operating leases that have initial or
   remaining noncancelable lease terms in excess of one year as of December 26,
   1998:



     YEAR                                                      (IN THOUSANDS)
 

     1999                                                         $ 13,803
     2000                                                           13,807
     2001                                                           13,920
     2002                                                           13,665
     2003                                                           13,200
     2004 and thereafter                                           190,575
                                                                  --------
 
     Total minimum payments                                       $258,970
                                                                  ========

                                     F-19
<PAGE>
 
   RENTAL EXPENSE - The following schedule shows the composition of total rental
   expense for all operating leases for the years ended December 26, 1998,
   December 27, 1997 and December 28, 1996:


<TABLE>
<CAPTION>
                                                        DECEMBER 26,           DECEMBER 27,          DECEMBER 28,
                                                           1998                   1997                  1996
                                                                            (IN THOUSANDS)
     <S>                                                <C>                    <C>                   <C>  
     Minimum rentals                                     $ 10,537               $7,711                  $ 6,745
     Contingent rentals                                       299                   59                       58
     Noncash rent expense                                   1,273                1,100                      723
     Reduction of noncash rent expense
       due to sale of Connecticut stores                        -                    -                     (229)
                                                         --------               ------                  -------
 
     Total rental expense                                $ 12,109               $8,870                  $ 7,297
                                                         ========               ======                  =======
</TABLE>
                                                                                
   LETTER OF CREDIT OBLIGATION TO WAKEFERN - In connection with the acquisition
   of the Predecessor Company, the Company, the Predecessor Company and Holding
   (collectively, the "Big V Companies") and certain members of the Company's
   management entered into a letter agreement with Wakefern (the "Wakefern
   Letter") as a condition to Wakefern's agreement not to deem the Big V
   Companies to be an "Unqualified Successor" as defined in Wakefern's By-Laws
   as a result of the consummation of the acquisition.  In accordance with the
   terms of the Wakefern Letter, the Big V Companies have agreed that if at any
   time certain net worth tests are not met (a "Net Worth Event"), then the Big
   V Companies are required to obtain an irrevocable letter of credit in favor
   of Wakefern in an amount equal to two and one-half times the average weekly
   purchases of the Company from Wakefern for the most recent calendar quarter
   of Wakefern ended prior to such event.  In addition, under the Wakefern
   Letter the Big V Companies are required to obtain a letter of credit in favor
   of Wakefern in the event the Company fails to pay any of its payables to
   Wakefern within the time periods and in the manner prescribed by the Wakefern
   By-Laws.

   The Wakefern Letter further provides that if the Company defaults on its
   obligations to Wakefern then due and payable and any letter of credit
   required to be obtained pursuant to the Wakefern Letter is not obtained
   within thirty days thereafter, then Wakefern has the right (the "Purchase
   Right") to purchase all of the capital stock of Holding for an aggregate
   purchase price equal to the fair value thereof.  Upon the election to
   exercise the Purchase Right, Wakefern has the right to assume control of the
   management of the Big V Companies for a period of up to 120 days (the
   "Management Period"), and to manage the Big V Companies for the account of
   Holding.  In the event that Wakefern assumes management of the Big V
   Companies, Wakefern will have all and may exercise any of the rights, powers,
   privileges and remedies of the existing shareholders in respect of the
   management, operation or conduct of the business of the Big V Companies.  On
   or prior to the expiration of the Management Period, the existing
   shareholders have the right to resume control of the management of the Big V
   Companies by bringing current all obligations of the Big V Companies to
   Wakefern.  If the Big V Companies do not bring such obligations current at or
   prior to the expiration of the Management Period, Wakefern is required,
   within 90 days thereafter, to effect the purchase of Holding's capital stock
   from the existing shareholders and to pay such shareholders the purchase
   price therefor as determined under the Wakefern Letter.

   INSURE-RITE PREMIUM CALLs - During 1997, the Company's general liability
   insurer, Insure-Rite, Ltd., made additional premium calls of $922,000 and
   $806,000 relating to policy years 1993 and 1994, respectively. At December
   26, 1998, the accompanying balance sheet includes the remaining amounts due
   under the above mentioned call premium. The Company has no liability for
   additional premium calls. During fiscal 1998, the Company made premium
   payments of $615,000 and $269,000 for policy years 1993 and 1994,
   respectively. On November 1, 1998, Wakefern, on behalf of its members,
   entered into a long-term, nonretrospectively rated general liability
   insurance policy from an independent insurer.

                                     F-20
<PAGE>
 
   Wakefern and the Big V Companies have the ability to use Insure-Rite, Ltd.,
   in future years should premium based policies become unfavorable.

   The Company is a party to a number of legal proceedings in the ordinary
   course of business.  Management believes that the ultimate resolution of
   these proceedings will not, in the aggregate, have a material adverse impact
   on the financial condition, results of operations, liquidity or business of
   the Company.

   POSTEMPLOYMENT BENEFITS - During fiscal 1997, the Company created a Voluntary
   Resignation and Separation Incentive Program ("Program").  The Program was
   offered to certain eligible union employees and acceptance of the Program
   terms was required by December 31, 1997.  At December 26, 1998 and December
   27, 1997, the Company has a recorded liability of $43,000 and $169,000,
   respectively, in accordance with the provision of Statement of Financial
   Accounting Standards No.112, Employer's Accounting for Postemployment
   Benefits.

9. INCOME TAXES

   The benefit for income taxes at December 26, 1998, December 27, 1997 and
   December 28, 1996 is comprised of the following:


<TABLE>
<CAPTION>
                                                                        1998           1997            1996
                                                                                 (IN THOUSANDS)
     <S>                                                                <C>           <C>            <C> 
     Provision (benefit) for Federal income taxes:
      Current                                                           $1,117        $   396        $  (642)
      Deferred                                                             368         (1,090)        (1,749)
                                                                        ------        -------        -------
 
     Total provision (benefit) for Federal
      income taxes                                                       1,485           (694)        (2,391)
                                                                        ------        -------        -------
 
     Provision (benefit) for state income taxes:
      Current                                                               35            691              -
      Deferred                                                             340         (1,622)          (118)
                                                                        ------        -------        -------
 
     Total provision (benefit) for state income taxes                      375           (931)          (118)
                                                                        ------        -------        -------
 
     Total income tax provision (benefit)                               $1,860        $(1,625)       $(2,509)
                                                                        ======        =======        =======
</TABLE>


   The actual income tax benefit differs from the statutory tax rate as follows:

<TABLE>
<CAPTION>
                                                                          1998           1997           1996
                                                                                    (IN THOUSANDS)
<S>                                                                      <C>           <C>            <C>
     Federal statutory tax rate of 34%                                   $  670        $(1,485)       $(2,198)
     Goodwill amortization                                                  674            674            684
     State tax, net of Federal income
       tax benefit                                                          247             92           (311)
     Loss carrybacks taken at 46% rate                                        -              -           (678)
     Refunds in excess of accrual                                             -           (419)             -
     Adjustments to deferred taxes                                          389           (435)             -
     Other                                                                 (120)           (52)            (6)
                                                                         ------        -------        -------
 
     Total income tax provision (benefit)                                $1,860        $(1,625)       $(2,509)
                                                                         ======        =======        =======
</TABLE>
                                                                                
                                     F-21
<PAGE>
 
   The net deferred income tax liabilities/(assets) of the Company for the years
   ended December 26, 1998 and December 27, 1997 consist of the following:

<TABLE>
<CAPTION>
                                                                          DECEMBER 26,         DECEMBER 27,
                                                                              1998                 1997    
                                                                                    (IN THOUSANDS)         
     <S>                                                                  <C>                  <C>         
     Current deferred tax liabilities/(assets):                                                            
       Prepaid expenses                                                       $    482             $    696
       Receivables                                                               2,223                2,070
       Inventory                                                                 3,722                3,722
       Accounts payable                                                           (214)                (336)
                                                                              --------             --------

                Total current deferred tax liabilities                           6,213                6,152
                                                                              --------             --------
                                                                                                           
     Noncurrent deferred tax liabilities/(assets):                                                         
       Property and equipment (including capital leases)                         7,530                8,971
       Wakefern Warehouse Agreement                                             13,552               13,976
       Other long-term liabilities                                              (1,086)                (976)
       Other assets                                                              1,243                  911
       Capital leases                                                          (10,662)             (10,915)
       Alternative minimum tax credit carryforward                              (2,873)              (2,194)
       Federal tax credit carryforward                                            (275)                (120)
       Net operating loss carryforward - state                                  (1,543)              (2,209)
       Net operating loss carryforward - federal                                     -               (2,189)
       Valuation allowance                                                         184                  168
                                                                              --------             --------
     
                Total noncurrent deferred tax liabilities                        6,070                5,423
                                                                              --------             --------
                                                                                                           
     Net deferred income tax liability                                        $ 12,283             $ 11,575
                                                                              ========             ======== 
</TABLE>
                                                                                

   The Company records the consolidated Holding Federal and State provision or
   benefit.  If the Company were to file its own Federal and State returns, such
   amounts would not be materially different from the consolidated Holding
   returns.

   Realization of deferred tax assets associated with the net operating loss
   (NOL) and credit carryforwards is dependent upon generating sufficient
   taxable income prior to their expiration.  Management believes that there is
   a risk that certain of these NOL and credit carryforwards may expire unused
   and, accordingly, has established a valuation allowance against them.

   The Company's net operating loss and credit carryforwards at December 26,
   1998 expire as follows:


<TABLE>
<CAPTION>
                                                                  FEDERAL                       STATE               
                                                          OPERATING         TAX        OPERATING       TAX   
     EXPIRATION DATES                                      LOSSES         CREDITS        LOSSES      CREDITS 
                                                                              (IN THOUSANDS)                 
     <S>                                                  <C>             <C>          <C>           <C>     
     1999 - 2000                                                    -              -         1,390          -
     2001 - 2004                                                    -              -           144        106
     2005 - 2007                                                    -              -             -          -
     2008 - thereafter                                              -            131        14,513          -
     No expiration                                                  -          2,873             -          - 
</TABLE>


   In August 1993, the U.S. Congress enacted the Omnibus Budget Reconciliation
   Act of 1993 (the "Act") which, among other things, increased the Federal
   Income tax rates to 35% from 34% for corporations with taxable income in
   excess of $10.0 million.  Since the Company has not attained such level of

                                     F-22


<PAGE>
 
    taxable income, the Act has had no effect on the operating results and the
    deferred income tax liability at December 26, 1998 and December 27, 1997 and
    continues to represent the tax effect of temporary differences at a 34%
    rate.

10. EMPLOYEE BENEFIT PLANS

    The Company has a noncontributory discretionary profit-sharing retirement
    plan for officers and nonunion employees and incentive programs for certain
    management personnel and officers. The Company has amended the profit
    sharing retirement plan to include a qualified cash or deferred arrangement
    pursuant to Section 401(k) of the Internal Revenue Code. Under this
    arrangement, officers and nonunion employees may elect to forego the current
    receipt of up to 10% of their cash compensation and have such amounts
    contributed to the plan on their behalf. In addition, the Company matches
    25% of such elected amounts up to 5% of each individual employee's income.
    The Company is also obligated for pension and welfare payments for pension
    plans covering substantially all employees whose terms of employment are
    covered under collective bargaining agreements. For the years ended December
    26, 1998, December 27, 1997 and December 28, 1996, provisions for these
    plans were as follows:

<TABLE>
<CAPTION>
 
                                        COMPANY PROFIT-SHARING (INCLUDING            UNION PENSION 
                                     401(K) ARRANGEMENT) AND INCENTIVE PLANS          AND WELFARE  
                                                 (IN THOUSANDS)                      (IN THOUSANDS)
     <S>                             <C>                                             <C>           
     1996                                           $  913                              $7,284     
     1997                                            1,247                               7,198     
     1998                                              906                               8,423     
</TABLE>


11. RELATED PARTY TRANSACTIONS

    INVESTMENT IN WAKEFERN FOOD CORP. - The Company is a stockholder of Wakefern
    Food Corp. ("Wakefern"), a corporation operated on a cooperative basis for
    its stockholder customers. The Company is restricted with regard to its
    ability to dispose of its stock ownership of Wakefern. Such restrictions
    include all sales, transfers, assignments, pledges, encumbrances or other
    dispositions, except to Wakefern or as permitted by Wakefern or Wakefern's
    By-Laws. The Company, along with other stockholder members, is obligated to
    purchase at least 85% of its merchandise requirements from Wakefern under a
    Warehouse Agreement which contains an evergreen provision providing for a
    continual 10-year expiration date for all members. The Company purchased
    product from Wakefern totaling $562 million, $548 million and $531 million
    for the years ended December 26, 1998, December 27, 1997 and December 28,
    1996, respectively. Additional net payments made to Wakefern approximate $25
    million and relate to supplies and services purchased from Wakefern,
    repayment of notes payable, required contributions to fund reserves for
    potential work stoppages, partially offset by credits received in the normal
    course of business (excluding patronage dividend receipts.)

    At December 26, 1998 and December 27, 1997, the Company was indebted to
    Wakefern for approximately $32 million and $30 million, respectively,
    representing current charges in the ordinary course of business, which have
    been included in accounts payable. The Company was indebted to Wakefern for
    various notes payable approximating $8,000 at December 26, 1998.

    As required by Wakefern's By-Laws, all members of the cooperative are
    required to make an investment in the common stock of Wakefern for each
    supermarket owned, with the exact amount per store computed in accordance
    with a formula based on the volume of each store's purchases from Wakefern.
    The maximum required investment per store was $500,000 at December 26, 1998
    and $450,000 at December 27, 1997 and December 28, 1996. The Company's
    shares of stock in Wakefern are assigned to and held by Wakefern as
    collateral security for any amounts owed. The Company has

                                     F-23
<PAGE>
 
    Subscription Agreements to invest additional funds in Wakefern and has
    remaining unfunded balances of $2,803,000 as of December 26, 1998 and
    $1,211,000 as of December 27, 1997 (see Note 6).

    As a member of Wakefern, the Company is entitled to a share of an annual
    Wakefern patronage dividend calculated after the close of Wakefern's fiscal
    year ending the last Saturday in September, as the result of the
    distribution of all operating profits to its members on a pro rata basis
    based on the actual member purchases from each merchandising division. It is
    the Company's policy to accrue monthly an estimate of the annual patronage
    dividend. The patronage dividend was $9,334,000, $8,838,000 and $7,908,000
    for fiscal years 1998, 1997 and 1996, respectively. The Company reflects
    this patronage dividend as a reduction of cost of sales in the consolidated
    statements of income (loss). At December 26, 1998, December 27, 1997 and
    December 28, 1996, accounts receivable includes approximately $5,541,000,
    $5,166,000 and $4,822,000, respectively, for this aforementioned patronage
    dividend.

    OTHER - Holding has agreements with certain of its stockholders which
    require the annual payment of management consulting fees. Such fees
    approximated $250,000 at December 26, 1998, December 27, 1997 and December
    28, 1996.

    At December 26, 1998 and December 27, 1997, certain executives and other key
    employees of the Company held 55,978 and 82,138, respectively, stock options
    to purchase Holding Class A common stock. The outstanding stock options at
    December 26, 1998 have a weighted average contractual life of 7.7 years and
    an exercise price of $35. Exerciseable options equaled 17,438 and 6,738 for
    the fiscal years ended December 26, 1998 and December 27, 1997,
    respectively.

    The Financial Accounting Standards Board has issued Statement of Financial
    Accounting Standards No. 123, Accounting for Stock-Based Compensation (SFAS
    No. 123), which requires either the recognition of compensation expense for
    stock options and other stock-based compensation or supplemental disclosure
    of the impact such expense recognition would have had on the Company's
    results of operations. The Company has elected to continue to account for
    stock-based compensation in accordance with Accounting Principles Board
    Opinion No. 25, Accounting for Stock Issued to Employees, and to provide the
    supplemental information required by SFAS No. 123. The Company believes that
    the supplemental disclosures required by SFAS No. 123 are not material as
    net income would be decreased and net loss increased by less than 1% had
    stock-based compensation been recognized as expense under the provisions of
    this Statement.

                                    ******

                                     F-24
<PAGE>
 
                           BIG V SUPERMARKETS, INC.

                               INDEX TO EXHIBITS


       Exhibits Incorporated by Reference. Except as otherwise noted, the
following is a list of exhibits incorporated herein by reference to the
Company's Registration Statement No. 33-74132, as amended, filed with the
Securities and Exchange Commission (exhibit numbers indicated below correspond
to those used for exhibits originally filed with such Registration No.
33-74132).

Exhibit    Exhibit
  No.      Description
-------    -----------
3.1        Certificate of Incorporation of Big V Supermarkets, Inc., as amended
           to date.

3.2        Amended and Restated By-Laws of Big V Supermarkets, Inc.

4.1        Indenture dated December 17, 1993 between Big V Supermarkets, Inc.
           and United States Trust Company of New York, as Trustee, relating to
           the Notes (including form of Note).

4.2        Registration Rights Agreement dated December 10, 1993 between Big V
           Supermarkets, Inc., BT Securities Corporation and CS First Boston
           Corporation.

4.3        Amended and Restated Bank Credit Agreement dated December 17, 1993
           between Big V Holding Corp., BV Holdings Corporation, Big V
           Supermarkets, Inc., various banks, Union Bank of Switzerland as
           co-agent and Bankers Trust Company as agent.

4.4        Note and Stock Purchase Agreement dated December 28, 1990 between Big
           V Holdings Corporation, Big V Supermarkets, Inc., The Prudential
           Reinsurance Company, ML-Lee Acquisition Fund II, L.P., and ML-Lee
           Acquisition (Fund Retirement Accounts) II, L.P.

4.5        Amendment to Note and Stock Purchase Agreement dated as of December
           17, 1993 between Big V Holding Corp., BV Holdings Corporation, Big V
           Supermarkets, Inc., ML-Lee Acquisition Fund II, L.P. and ML-Lee
           Acquisition Fund (Retirement Accounts) II, L.P.

4.6        Stock Subscription Agreement and Promissory Note by Big V
           Supermarkets, Inc. for stock of Wakefern Food Corp. dated March 8,
           1988, including Schedule of Similar Documents not included in
           Exhibits.

4.7        Loan and Security Agreement by and between Big V Supermarkets, Inc.
           and The CIT /Group/Equipment Financing, Inc. dated as of July 20,
           1993, as amended.

                                       1
<PAGE>
 
4.8        Loan and Security Agreement by and between Big V Supermarkets, Inc.
           and The CIT Group/Equipment Financing, Inc. dated as of August 12,
           1991.

4.9        Loan and Security Agreement, dated as of December 28, 1992 between
           Big V Supermarkets, Inc. and Pitney Bowes Credit Corporation.

4.10       Loan and Security Agreement dated December 31, 1992 between Big V
           Supermarkets, Inc. and MetLife Capital Corporation.

4.11       Promissory Note dated November 12, 1993 from Big V Supermarkets, Inc.
           to Insure-Rite, Ltd.

4.12       Consent and Amendment dated December 13, 1993 to Loan and Security
           Agreement by and between Big V Supermarkets and The CIT
           Group/Equipment Financing, Inc. dated as of August 12, 1991.

4.13       Bond Purchase Agreement among Orange County Industrial Development
           Agency, Big V Supermarkets, Inc. and The CIT Group/Equipment
           Financing, Inc. dated as of December 22, 1993.

4.14       Second Consent and Amendment dated March 23, 1994 to Loan and
           Security Agreement by and between Big V Supermarkets, Inc. and The
           CIT Group/Equipment Financing, Inc. dated as of August 12, 1991.

4.15       Third Consent and Amendment dated May 9, 1994 to Loan and Security
           Agreement by and between Big V Supermarkets, Inc. and The CIT
           Group/Equipment Financing, Inc. dated as of August 12, 1991.

4.16       Fourth Consent and Amendment dated February 27, 1995 to Loan and
           Security Agreement by and between Big V Supermarkets, Inc. and The
           CIT Group/Equipment Financing, Inc. dated as of August 12, 1991.

4.17       Orange County Industrial Development Agency taxable industrial
           development revenue bond in the aggregate principal amount of $2
           million dated June 3, 1994.

4.18       Orange County Industrial Development Agency taxable industrial
           development revenue bond in the aggregate principal amount of $2
           million dated December 5, 1994.

4.19       Note and Security Agreement dated as of August 9, 1995 between Big V
           Supermarkets, Inc. and El Camino Resources, Ltd.

                                       2

<PAGE>
 
4.20       Third Amendment dated as of January 9, 1996 to Amended and Restated
           Bank Credit Agreement dated December 17, 1993 between Big V Holding
           Corp., BV Holdings Corporation, Big V Supermarkets, Inc., various
           banks, and Bankers Trust Company, as agent.

4.21       Consent dated as of January 23, 1996 to Amended and Restated Bank
           Credit Agreement dated December 17, 1993 between Big V Holding Corp.,
           BV Holdings Corporation, Big V Supermarkets, Inc., various banks, and
           Bankers Trust Company, as agent.

4.22       Consent dated October 10, 1996 to Amended and Restated Bank Credit
           Agreement dated December 17, 1993 between Big V Holding Corp., BV
           Holdings Corporation, Big V Supermarkets, Inc., various banks, and
           Bankers Trust Company, as agent, and MetLife Capital Corporation.

4.23       Consent and Waiver dated November 5, 1996 to Amended and Restated
           Bank Credit Agreement dated December 17, 1993 between Big V Holding
           Corp., BV Holdings Corporation, Big V Supermarkets, Inc., various
           banks, and Bankers Trust Company, as agent, and MetLife Capital
           Corporation.

4.24       Fourth Amendment and Consent dated January 22, 1997 to Amended and
           Restated Bank Credit Agreement dated December 17, 1993 between Big V
           Holding Corp., BV Holdings Corporation, Big V Supermarkets, Inc.,
           various banks, and Bankers Trust Company, as agent.

4.25       Term Promissory Note and Loan and Security Agreement dated as of
           October 30, 1996 between Big V Supermarkets, Inc. and MetLife Capital
           Corporation.

4.26       UCC-3 Termination Statements on behalf of El Camino Resources, Ltd.
           (reference to 4.19).

4.27       Partnership Interest Sale-Purchase Agreement between Big V
           Supermarkets, Inc. and Columbia Hawkins Group.

4.28       Loan & Security Agreement, dated July 3, 1997 by and between Big V
           Supermarkets, Inc. and FINOVA Capital Corporation.

4.29       Fifth Amendment and Consent dated October 1, 1997 to Amended and
           Restated Bank Credit Agreement dated December 17, 1993 between Big V
           Holding Corp., BV Holdings Corporation, Big V Supermarkets, Inc.,
           various banks, and Bankers Trust Company, as agent.

4.30       Sixth Amendment and Waiver dated as of April 8, 1998 to Amended and
           Restated Bank Credit Agreement dated December 17, 1993 between Big V
           Holding Corp., BV Holdings Corporation, Big V Supermarkets, Inc.,
           various banks, and Bankers Trust Company, as agent.

                                       3
<PAGE>
 
4.31*      Seventh Amendment dated as of October 2, 1998 to Amended and Restated
           Bank Credit Agreement dated December 17, 1993 between Big V Holding
           Corp., BV Holdings Corporation, Big V Supermarkets, Inc., various
           banks, and Bankers Trust Company, as agent.

4.32*      Eighth Amendment dated as of October 21, 1998 to Amended and Restated
           Bank Credit Agreement dated December 17, 1993 between Big V Holding
           Corp., BV Holdings Corporation, Big V Supermarkets, Inc., various
           banks, and Bankers Trust Company, as agent.

4.33**     Credit Agreement dated as of January 14, 1999 among Big V Holding
           Corp., BV Holdings Corporation, Big V Supermarkets, Inc., Various
           Lenders, DLJ Capital Funding, Inc., as Syndication Agent, Fleet
           National Bank, as Administrative Agent, and Summit Bank, as
           Documentation Agent.

10.1       Letter Agreement dated as of October 10, 1990 among Big V Holding
           Corp., Big V Acquisition Corp., Thomas H. Lee Company, J. S.
           Frelinghuysen & Company, Inc., BV Holdings Corporation and Big V
           Supermarkets, Inc. regarding agreement with Wakefern Food
           Corporation.

10.2       Letter Agreement dated as of December 28, 1990 between Big V
           Supermarkets, Inc., BV Holdings Corporation, Big V Holding Corp., Big
           V Acquisition Corp., ML-Lee Acquisition Fund II, L.P., ML-Lee
           Acquisition Fund (Retirement Accounts) II, L.P., Thomas H. Lee Equity
           Partners, L.P., Thomas H. Lee Advisors II, L.P., THL Equity Advisors
           Limited Partnership, ML Mezzanine Investments II, L.P., Frelinghuysen
           Equity Corp., THL-EP Equity Corporation, Thomas H. Lee Company and
           Wakefern Food Corporation.

10.3       Letter Agreement dated as of December 28, 1990 between Big V
           Supermarkets, Inc., BV Holdings Corporation, Big V Holding Corp., Big
           V Acquisition Corp., ML-Lee Acquisition Fund II, L.P., ML-Lee
           Acquisition Fund (Retirement Accounts) II, L.P., Thomas H. Lee Equity
           Partners, L.P., THL Equity Advisors Limited Partnership, Mezzanine
           Investments II, L.P., J. E. Frelinghuysen Equity Corp., 1987 Merchant
           Investment Partnership, Merchant GP Inc., Merchant LBO, Inc. and
           Metropolitan Life Insurance Company regarding obligations to
           Wakefern, as amended by an amendment dated April 22, 1991.

10.4       Letter Agreement between Big V Supermarkets, Inc., BV Holdings
           Corporation, Big V Holding Corp., Thomas H. Lee Equity Partners,
           L.P., Joseph S. Frelinghuysen, ML-Lee Acquisition Fund II, L.P.,
           ML-Lee Acquisition Fund (Retirement Accounts) II, L.P., David G.
           Bronstein, Gary S. Koppele, Cornelius J. J. Madera, Jr. and Wakefern
           Food Corporation dated November 22, 1993.

10.5       By-Laws of Wakefern Food Corporation.

                                       4
<PAGE>
 
10.6       Stockholders Agreement dated as of August 20, 1987 by and among
           Wakefern Food Corp., and each of the Member-Stockholders of
           Wakefern.

10.7       Amendment to Stockholders Agreement dated as of January, 1992 by and
           among Wakefern Food Corp. and each of the Member-Stockholders of
           Wakefern.

10.8       Order on Consent between the DEC, Big V Supermarkets, Inc. and Somers
           Development Corp. regarding Baldwin Place Shopping Center dated July
           27, 1992.

10.9       Trademark License Agreement between Big V Supermarkets, Inc. and
           Wakefern Food Corporation.

10.10      Big V Supermarkets, Inc. Profit-Sharing Plan and Trust.

10.11      Somers Agreement dated as of December 28, 1990, by and among BV
           Holdings Corporation, Big V Investment Corp., Big V Supermarkets,
           Inc., Somers Development Corp. and Merchant GP, Inc., as agent and
           representative.

10.12      Employment and Non-Competition Agreement dated as of December 28,
           1990 between David G. Bronstein, BV Holdings Corporation and Big V
           Supermarkets, Inc.

10.13      Employment and Non-Competition Agreement between Cornelius J. J.
           Madera, Jr., BV Holdings Corporation and Big V Supermarkets, Inc.
           dated December 28, 1990.

10.14      Employment and Non-Competition Agreement dated December 28, 1990
           between Gary S. Koppele, BV Holdings Corporation and Big V
           Supermarkets, Inc.

10.15      Employment and Non-Competition Agreement dated December 19, 1995
           between BV Holdings Corporation, Big V Supermarkets, Inc. and Joseph
           Fisher.

10.16      Employment and Non-Competition Agreement dated August 6, 1993 between
           BV Holdings Corporation, Big V Supermarkets, Inc. and Stuart
           Rosenthal.

10.17      Management Agreement with BV Holdings Corporation dated December 28,
           1990 between BV Holdings Corporation and Big V Supermarkets, Inc.

10.18      Management Agreement with Thomas H. Lee Company dated December 28,
           1990 between Thomas H. Lee Company, Big V Holding Corp., Big V
           Acquisition Corp., BV Holdings Corporation and Big V Supermarkets,
           Inc.

10.19      Management Agreement dated December 28, 1990 between J. S.
           Frelinghuysen/Company, Inc., Big V Holding Corp., BV Holdings
           Corporation, and Big V Supermarkets, Inc.

                                       5
<PAGE>
 
10.20      Agreement for the allocation of Federal Income Tax Liability and
           Benefits among members of Big V Holding Corp. Consolidated Group
           dated December 28, 1990 between Big V Holding Corp., BV Holdings
           Corporation, Big V Supermarkets, Inc., Somers Development Corp., Dixx
           Mart, Inc. and Big V Investment Corp.

10.21      Big V Holding Corp. 1990 Time Accelerated Restricted Stock Option
           Plan.

10.22      Employment and Non-Competition Agreement dated as of May 1, 1996
           between James A. Toopes, Big V Holding Corp. and Big V Supermarkets,
           Inc.

10.23      Employment Termination Agreement between Big V Supermarkets, Inc.,
           Big V Holding Corp. and Gary S. Koppele dated June 17, 1996.

10.24      Employment Termination Agreement between Big V Supermarkets, Inc.,
           Big V Holding Corp. and Cornelius J. J. Madera, Jr. dated June 17,
           1996.

10.25      Management Stock Subscription Agreement between Big V Holding Corp.
           and Stephen L. Hittman, dated April 18, 1997.

10.26      Stock Pledge Agreement between Big V Holding Corp., and Stephen L.
           Hittman, dated April 18, 1997.

10.27      Secured Promissory Note between Big V Holding Corp. and Stephen L.
           Hittman, dated April 18, 1997.

10.28      Management Stock Subscription Agreement between Big V Holding Corp.
           and John Onufer, Jr., dated April 24, 1997.

10.29      Stock Pledge Agreement between Big V Holding Corp. and John Onufer,
           Jr., dated April 24, 1997.

10.30      Secured Promissory Note between Big V Holding Corp. and John Onufer,
           Jr., dated April 24, 1997.

10.31      Non-Qualified Time-Accelerated Restricted Stock Option Agreement with
           John Onufer, Jr., dated April 24, 1997.

10.32      Management Stock Subscription Agreement between Big V Holding Corp.
           and Donald J. Trella, dated August 29, 1997.

10.33      Stock Pledge Agreement between Big V Holding Corp. and Donald J.
           Trella, dated August 29, 1997.

10.34      Secured Promissory Note between Big V Holding Corp. and Donald J.
           Trella, dated August 29, 1997.

                                       6
<PAGE>
 
10.35      Secured Promissory Note between Big V Holding Corp. and Donald J.
           Trella, dated August 29, 1997.

10.36      Non-Qualified Time Accelerated Restricted Stock Option Agreement with
           Don Trella, dated October 8, 1997.

10.37      Non-Qualified Time Accelerated Restricted Stock Option Agreement with
           Joseph V. Fisher, dated December 21, 1997.

10.38      Non-Qualified Time Accelerated Restricted Stock Option Agreement with
           Stephen Hittman, dated December 21, 1997.

10.39      Secured Promissory Note between Big V Holding Corp. and James A.
           Toopes, Jr. dated August 7, 1998

10.40      Addendum to Stock Pledge Agreement dated December 14, 1996 between
           Big V Holding Corp. and James A. Toopes, Jr. dated August 7, 1998

12.1**     Statement re: computation of ratio of earnings to fixed charges.

21.1       Subsidiaries of the Registrant.

27**       Financial Data Schedule

_______________________

  *        Incorporated by reference to Exhibit 4.3 to the Registrant's
           Quarterly Report on Form 10-Q for the quarter ended October 3, 1998.

 **        Included herein.

                                       7