<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 25, 1999 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 April 6, 2000:  $0
         Common stock outstanding as of April 6, 2000:  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.

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 25, 1999


                                     INDEX

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
PART I
ITEM 1.     Business                                                           3
ITEM 2.     Properties                                                        10
ITEM 3.     Legal Proceedings                                                 10
ITEM 4.     Submission of Matters to a Vote of Security Holders               10

PART II
ITEM 5.     Market for the Registrant's Common Equity and Related
               Stockholder Matters                                            11
ITEM 6.     Selected Consolidated Financial Information                       11
ITEM 7.     Management's Discussion and Analysis of Financial Condition
               and Results of Operations                                      12
ITEM 8.     Financial Statements and Supplementary Data                       19
ITEM 9.     Changes in and Disagreements with Accountants on Accounting
               and Financial Disclosure                                       19

PART III
ITEM 10.    Directors and Executive Officers of the Registrant                20
ITEM 11.    Executive Compensation                                            22
ITEM 12.    Security Ownership of Certain Beneficial Owners and Management    27
ITEM 13.    Certain Relationships and Related Transactions                    29

PART IV
ITEM 14.    Exhibits, Financial Statement Schedules, and Reports on
            Form 8-K.                                                         31
</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 37 supermarkets, principally under the
ShopRite(R) name, in the Hudson River Valley region and Westchester County, New
York, northeastern Pennsylvania, central 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 28%, which is
approximately double that of its next largest competitor.  The Company's market
share in Westchester County approximates 10%, or 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
$5.5 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 listed its stock 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 25,    December 26,     December 27,     December  28,     December 30,
                                               1999             1998             1997             1996              1995
------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                <C>              <C>              <C>               <C>
Average annual sales per store (in
millions)                                      $ 26.5         $ 25.5           $ 24.6            $ 23.7            $ 24.0
Same store sales increase
(decrease) from prior year                        4.0%           3.1%             2.9%              0.1%             (0.8)%
Total store area in square feet (in
thousands)                                      1,722          1,497            1,429             1,358             1,439
Total store selling area in square feet
(in thousands)                                  1,239          1,097            1,054               999             1,054
Average total square feet per store
(in thousands)                                   46.5           46.8             46.1              43.8              45.0
Average square feet of selling area per
store (in thousands)                             33.5           34.3             34.0              32.2              33.0
Annual sales per square foot of selling
area                                           $  769         $  743           $  724            $  737            $  729
Number of stores:
     Stores remodeled (over $500,000)               2              1               --                 4                 5
     New stores opened/acquired                     5              1               --                 1                --
     Stores replaced/expanded                       1             --                3                --                --
     Stores closed/divested                        --             --                2                 2                --
Number of stores by size
(total store area):
     30,000 to 39,999 sq. ft.                      12             10               10                13                12
     40,000 to 49,999 sq. ft.                      10             10               10                10                10
     Greater than 50,000 sq. ft.                   15             12               11                 8                10
Total stores open at period end                    37             32               31                31                32
</TABLE>

_______________


     By industry standards, Big V stores are large and productive, averaging
46,500 square feet in size and generating average sales volume of $26.5 million
per store ($769 per selling square foot) for the fifty-two weeks ended December
25, 1999.  Big V's average store square footage approximates the industry
average for super stores and its sales volume per store and selling square foot
is greater than industry averages by 8% and 67%, respectively.  Big V's 37
operating stores at December 25, 1999 ranged from 30,000 to 68,000 total square
feet in size and included 25 supermarkets in excess of 40,000 total square feet.

     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 twelve 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.

                                       4
<PAGE>

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 43 individual member companies and 204
supermarkets which comprise the Wakefern cooperative. Only Wakefern and member
companies are entitled to use the ShopRite(R) name and trademark.  Member
companies purchase their primary 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 pays a patronage dividend to each member a share of the
earnings of each product department of Wakefern in proportion to the dollar
volume of business done by the member with that product department during each
fiscal year.  Big V's aggregate patronage dividend was $9.4 million in fiscal
1999, $9.3 million in fiscal 1998 and $8.8 million in fiscal 1997.

     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.

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 or Wakefern approved vendors a minimum of
85% of  product needs.  While fulfilling this minimum purchase requirement, Big
V purchased approximately 80% of its total purchases during fiscal 1999 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.

                                       5
<PAGE>

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 the 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 2,500 sale
items, many of which are manufacturer-funded promotions.  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.  The Company's reputation for value enables it to increase market share
and respond aggressively to competitor expansion.


"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 and prepared foods offer customers convenience and
choice.  A typical Big V store offers 35,000 stockkeeping units versus an
industry average of approximately 25,000. This extensive assortment covers
seasonal and basic categories of general merchandise, food products, and health
and beauty care products.  The stores provide a full range of high quality
service departments such as full-service delicatessens, custom butchers, and in-
store bakeries.  Other convenience services include in-store full service
banks, in-store pharmacies and one-hour film development.  These departments
increase customer traffic and further enhance the Company's reputation for
convenience.

     During 2000, Big V intends to significantly increase it's general
merchandise offerings and provide a lawn and garden selection of live and hard
goods and an expanded electronics selection to further enhance the Company's
"one-stop shopping" image.

Capital Investment and Expansion Program

     The Company believes a high level of capital investment in the Company's
core stores and the opening or acquisition of new stores in contiguous markets
is a critical component of its operating strategy.  The Company increased its
total retail space approximately 15% during 1999 to 1.7 million square feet with
the acquisition of a Wakefern member, ShopRite of Pennington, Inc., and the
expansion of our store in Warwick, New York.  In the past five years, Big V
expanded or remodeled nearly all of its existing stores, replaced four stores
with new facilities, opened two new stores, and acquired a five-store chain.

     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 pre-emptive capital investment in its existing store base will
preserve the competitive advantage provided by Big V's prime retail locations
and continue to

                                       6
<PAGE>

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
information, volume projections and projections of the developmental impact on
existing member supermarkets in the area.

     The Company's growth plan anticipates several new supermarkets over the
next four years ranging in size from 50,000 to 79,000 square feet.  The new
supermarkets will incorporate a new prototype that includes an expanded
perishables and general merchandise presentation.  The Company plans to open
five new stores in 2000, six in 2001, eight in 2002 and nine in 2003.
Management estimates the total cost of equipment, fixtures and leasehold
improvements associated with opening the planned 28 supermarkets will
approximate $3.4 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
Company opens new supermarkets under the name ShopRite(R) that are subject to
the approval of Wakefern's Site Development Committee.  Rejection of sites by
the Wakefern Site Development Committee could impact the Company's expansion
strategy.


Advertising and Promotion

     High Profile ShopRite(R) Name:  The Company participates in Wakefern's
advertising programs that emphasize the well recognized ShopRite(R) name.  The
Company benefits from the wide presence across all media Wakefern provides,
particularly New York Metropolitan region television and radio.  The Company
produces weekly circulars, which are distributed efficiently and economically
due to its high market concentration. Advertising expense ranged from 1.5% to
2.0% of sales during the last three 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 price and value leadership in customers' minds.  "Can-Can" is a three-
week promotion having occurred every January for the last 27 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)
offering 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.
During 1999, the Company offered internet shopping capability through Wakefern's
affiliation with Priceline.com.

                                       7
<PAGE>

Technology

     The Company considers information distribution, process automation and
computerization important to its operations and competitive position.  The
Company uses in-store minicomputers linked to Wakefern's data center.  All
Company stores have recently upgraded scanning checkout systems  to improve
pricing accuracy, enhance productivity and improve transaction time for
customers.  In addition, all stores utilize computer generated order systems and
on-line payment systems located in every register lane.  The Company also
actively utilizes electronic marketing data.  All Big V stores use  state-of-
the-art IBM 4690 point of sale systems along with a computerized time and
attendance, labor-scheduling systems and computerized energy management systems.
All Company stores use satellite communications.  During 1999, the Company began
communicating electronically with store locations via the Internet.  All field
merchandising and operations supervision communicates with the organization
remotely.  Future plans include Intranet application development to further
improve information distribution among Company headquarters, stores and
vendors.  The Intranet application will provide an infrastructure for
additional Company initiatives.

Year 2000

     The Company's and Wakefern's facilities and major systems were performing
as anticipated on January 1, 2000.  Subsequently, the Company and Wakefern did
not experience any Y2K related problems.  The period and capital costs
associated with the Company's Y2K readiness were in-line with expectations.
Accordingly, such costs did not have a material effect on the Company's results
of operations, financial condition or cash flows in 1999 and 1998.

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's principal competitors are Grand Union and A&P.  In certain
markets, the Company competes with Pathmark, Price Chopper, Stop & Shop,
Hannaford Brothers, Wal-Mart Supercenters, and various independent operators,
convenience stores and warehouse clubs.  In order to compete effectively, Big V
maintains low prices, courteous and quick service, quality products and
consistent availability of a wide variety of merchandise, including non-food
items.  The combination of these factors has led to the Company's higher than
industry average sale per customer ($27.00 vs $22.00).  The Company's regional
focus and the marketing information provided by Wakefern's extensive Price Plus
card database give the Company greater flexibility to tailor products offered in
each store to the demographics of the communities it serves as compared to
national and larger regional chains.  The Company is further responding to known
and proposed competitive intrusions by making significant capital investments
in its primary market over the next four years.

Employees and Labor Relations

     As of December 25, 1999, approximately 91% of Big V's 5,700 employees were
covered by collective bargaining agreements negotiated with seven unions.  Four
unions represent nearly 77% of the Company's employees or 4,379 retail clerks
(Local 1262 - 1,717 employees; Local 1500 - 1,814 employees; Local 1776 - 286
employees; and Local 1360 - 562 employees).  Three unions represent
approximately 900 meat, seafood and service deli department employees (Local 464
- 755 employees; Local 1 - 25 employees; and Local 56 - 120 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; the Local 1360 contract expires June 2001; the
Local 56 contract expires November 2001; and the Local 1 contract expires May
2002.  The Company believes

                                       8
<PAGE>

labor relations are good and does not anticipate any work stoppages related to
upcoming contract negotiations.

Regulatory and Environmental Matters

  General

     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 twelve pharmacy
departments are subject to state and federal regulation, including licensed
pharmacists on duty at all times.

  Baldwin Place Shopping Center, Somers, NY

     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 at the Baldwin Place Shopping Center.

     In December 1995, the Company received a Record of Decision (ROD) from the
New York State Department of Environmental Conservation with respect to the
environmental status of the Baldwin Place Shopping Center. The ROD defined the
environmental status of the site and outlined the remedial actions to be
performed.  The Company has capitalized approximately $2.3 million of total
costs related to this remediation.  At December 25, 1999, the Company is in
compliance with the ROD and required remedial actions are complete.  During 2000
the Company plans to obtain site plan approval, sell the property to recover its
costs and begin store development.  The Company anticipates the present value of
future monitoring costs associated with the property will approximate $1.2
million.  Such costs will be funded from the proceeds of the property's sale.

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.

                                       9
<PAGE>

ITEM 2:  Properties

     The Company leases all supermarkets (containing approximately 1.7 million
square feet of total space), with initial terms generally ranging from 10 to 25
years, with renewal options.  Twenty-nine of these leased stores are located in
strip shopping centers and eight are free-standing stores.  The total annual
rent paid for all of the Company's leased facilities for fiscal 1999 was $16.1
million, including payments under capitalized leases. Lease payments per square
foot during fiscal 1999 ranged from $2 to $19, averaging $9, 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 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.

                                       10
<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 52
weeks ended December 30, 1995, December 28, 1996, December 27, 1997, December
26, 1998, and December 25, 1999, 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 Weeks Ended
                                                                                    --------------
                                                       Dec. 25,        Dec. 26,        Dec. 27,        Dec. 28,        Dec. 30,
                                                         1999            1998            1997            1996            1995
                                                         ----            ----            ----            ----            ----
<S>                                                   <C>             <C>             <C>             <C>             <C>
Income Statement Data:
  Sales                                                  $856,872        $814,404        $762,880        $735,976        $768,682
  Gross Profit                                            226,428         214,029         198,984         190,125         200,383
  Selling, general and administrative                     182,772         172,952         161,786         151,825         161,746
  Special charges                                              --              --              --           3,004              --
  Restructuring charge (1)                                  8,500              --              --              --              --
  Depreciation and amortization                            17,351          15,454          16,979          17,381          18,548
  Operating income                                         17,805          25,623          20,219          17,915          20,089
  Interest expense, net                                    23,236          23,651          24,586          24,382          27,277
  (Loss) income before income taxes                        (5,431)          1,972          (4,367)         (6,467)         (7,188)
  Income tax (benefit) expense                             (3,300)          1,860          (1,625)         (2,509)         (2,110)
  Extraordinary charge, net of tax benefit of $301            492              --              --              --              --
  Cumulative effect of change in accounting
    principle, net of tax benefit of $332                     543              --              --              --              --
  Net Income/(Loss)                                        (3,166)            112          (2,742)         (3,958)         (5,078)

<CAPTION>
                                                         Dec. 25,        Dec. 26,        Dec. 27,        Dec. 28,        Dec. 30,
                                                           1999            1998            1997            1996            1995
                                                           ----            ----            ----            ----            ----
Balance Sheet Data (at end of period):
  Working (deficiency) capital                           $ (8,003)       $ (9,665)       $(17,609)       $(10,683)       $(11,196)
  Total assets                                            312,454         247,664         255,145         264,617         284,956
  Total debt                                              238,595         191,877         200,153         213,610         226,952
  Stockholder's deficit                                   (30,836)        (27,199)        (27,186)        (24,310)        (20,213)
</TABLE>

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

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

                                       11
<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
25, 1999 ("fiscal 1999"), December 26, 1998 ("fiscal 1998"), December 27, 1997
("fiscal 1997").

     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 $44.8 million in 1999, $42.0 million in 1998 and $37.6
million in 1997.

     The Company operates 23 of its 37 stores in the Hudson River Valley of New
York and 7 stores in Westchester County, New York. The Hudson River Valley's
population grew 5.2% for the period 1990 through 1999 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 3.5%
growth rate between 1990 and 1999, significantly exceeds the statewide growth
rate.

     The Company opened six stores, five by acquisition, replaced/expanded four
stores, completed three extensive remodels during the three years ended December
25, 1999. Management believes this capital investment lessened the impact of
competitive openings and contributed to the same store sales growth of 4.0% in
1999.

                                       12
<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.

<TABLE>
<CAPTION>
                                                                   Fiscal Year Ended
                                                   ---------------------------------------------------------
                                                     December 25,          December 26,       December 27,
                                                         1999                  1998               1997
                                                         ----                  ----               ----
Income Statement Data                                            (percentage of sales)
<S>                                                <C>                     <C>                <C>
Sales                                                    100.0%                  100.0%         100.0%
Gross margin                                              26.4                    26.3           26.1
Selling, general and administrative                       21.3                    21.2           21.2
Restructuring charges                                      1.0                      --             --
EBITDA (1)                                                 5.2                     5.2            4.9
Depreciation and amortization                              2.0                     1.9            2.2
Interest, net                                              2.7                     2.9            3.2
Income/(Loss) before income taxes                          (.6)                    0.2           (0.6)
Income tax expense (benefit)                               (.4)                    0.2           (0.2)
Extraordinary charge                                        .1                      --             --
Cumulative effect of change in accounting                   .1                      --             --
-----------------------------------------               ------                  ------         ------

Net Income/(Loss)                                          (.4)%                   0.0%          (0.4)%
                                                        ======                  ======         ======

Other Data (in millions):
EBITDA                                                  $ 44.8                  $ 42.0         $ 37.6
                                                        ======                  ======         ======

Net cash provided by operating activities               $ 13.0                  $ 21.5         $ 16.9
                                                        ======                  ======         ======

Net cash used in investing activities                   $(46.1)                 $ (8.9)        $(10.2)
                                                        ======                  ======         ======

Net cash provided by (used in)
   financing activities                                 $ 39.1                  $(10.4)        $ (3.8)
                                                        ======                  ======         ======
</TABLE>

(1)  EBITDA represents earnings before interest expense, depreciation and
amortization, including noncash losses on the sale of property, plant and
equipment, income taxes and LIFO provision/credit. EBITDA is a widely accepted
financial indicator of a company's ability to service and/or incur debt, and
also represents a primary debt covenant of the Company. Noncompliance with this
covenant would represent a default under the Company's debt agreements which
could subject the Company to debt acceleration if not waived or amended. 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. Additional information regarding the Company's long term
debt and covenant compliance is contained in the Liquidity and Capital Resources
heading of this section.

                                       13
<PAGE>

Results of Operations

Fiscal Year Ended December 25, 1999 Compared to Fiscal Year Ended December 26,
1998

     Sales

     Sales for 1999 were $856.9 million compared to $814.4 million in 1998
representing a 5.2% increase (4.0% for same store sales).  The increase in total
sales was attributable to growth in existing stores supplemented by the November
1999 acquisition of a five-store chain.  Management estimates that inflation was
generally flat for the year.  Total square footage grew to 1.7 million
including the acquisition.

     Gross Margin

     Gross margin was 26.4% in 1999 compared to 26.3% in 1998.  The .1% increase
was primarily due to an increased share of business in the higher margin
nonfoods department partially offset by planned margin reductions in other
departments initiated to stimulate sales.

     Selling, General and Administrative Expenses

     Selling, general and administrative expenses were 21.3% in 1999 compared to
21.2% in 1998. Increased advertising, workers' compensation insurance and
occupancy related expenses were partially offset by savings in utility costs due
to deregulation and lower store payroll costs due mainly to the efficient use of
the Company's work force.

     Restructuring Charge

     During the third quarter of fiscal 1999, the Company formalized its plans
to reduce the escalating cost of its union labor force, streamline the functions
of its corporate offices and reduce its overall cost structure ("Restructuring
Plan").  The major initiatives of the Restructuring Plan included the following:
(1) a Board of Director approved Big V Supermarkets, Inc. Early Retirement
Buyout Program, which provided eligible store associates various combinations of
cash and health coverage in consideration of the employee severing their
employment with the Company; and (2) the realignment of corporate strategic
business functions, internal processes, and the elimination of functional
redundancies between the Company and Wakefern.

     In connection with the implementation of the Restructuring Plan, the
Company recorded a pre-tax restructuring charge of $8.5 million. As of December
25, 1999, the restructuring liability was $5.7 million. During the first quarter
of 2000, the Company completed the initiatives set forth in the Restructuring
Plan including the payment of severance and termination benefits. As of March
18, 2000, the end of the Company's first quarter, approximately $0.6 million of
the original charge remains. The balance will be used to provide health and
welfare benefits to Restructuring Plan's participants over the remainder of
fiscal 2000.


     EBITDA

     Fiscal 1999 EBITDA was $44.8 million, excluding the effects of the $8.5
million restructuring charge, and represents an increase of $2.8 million or 6.7%
compared to the prior year.  The increase was due to increased sales and gross
margin levels compared to 1998.  EBITDA margin remained at 5.2% as increased
selling, general and administrative expenses offset the favorable gross margin
results.

                                       14
<PAGE>

     Depreciation and Amortization

     Depreciation and amortization was 2.0% of sales in 1999 compared to 1.9% in
1998. The increase was due primarily to a full year's depreciation of the
Company's IBM front-end system as well as increased depreciation and
amortization expense associated with the acquisition of ShopRite of Pennington,
Inc.

     Interest, net

     Interest, net decreased to $23.2 million in 1999 from $23.7 million in
1998.  The decrease resulted from lower outstanding equipment loan balances and
increased interest income derived from cash escrowed for the payment of the
Company's junior subordinated notes payable.  Higher variable interest rates and
interest associated with acquisition financing partially offset the interest
savings.

     Extraordinary charge

     On January 14, 1999 the Company refinanced its then existing Credit
Agreement ("Agreement") by entering into a new Bank Credit Agreement with
different lenders.  The Company repaid amounts due under the Agreement prior to
their scheduled maturity dates and recognized an extraordinary after-tax charge
of $.5 million as a result of writing-off unamortized deferred financing costs
associated with the Agreement.

     Cumulative Effect of Change in Accounting Principle

     During 1999, the Company adopted, the American Institute of Certified
Public Accountants Statement of Position 97-3 ("SOP 97-3"), Accounting by
Insurance and Other Enterprises for Insurance-Related Assessments, which
requires a liability to be recognized for insurance-related assessments.  The
adoption of SOP 97-3 resulted in a charge of $875,000, net of income tax benefit
of $332,000, which is presented as a cumulative effect of a change in accounting
principle in the accompanying consolidated statements of income (loss).
Assuming SOP 97-3 was applied retroactively, pro forma 1997 loss before
extraordinary item and net loss would have been $3.0 million and $2.8 million,
respectively.  The adoption of SOP 97-3 did not have a material effect on the
1998 income before extraordinary item and net income.

     Net Income (Loss)

     Net loss was $3.2 million in 1999 compared to net income of $.1 million in
1998.  The decrease in net income was attributable to the $8.5 million
restructuring charge.  Excluding the effects of the restructuring charge, net
income would have approximated $2.1 million, using a 37.9% effective tax rate.

                                       15
<PAGE>

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.

     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

                                       16
<PAGE>

gross margin, decreased depreciation and amortization, and decreased interest
expenses partially offset by increased income tax expense related to non-
deductible goodwill amortization.


Liquidity and Capital Resources

     The Company's long-term debt (including current maturities and capital
lease obligations) as of December 25, 1999 was $238.6 million.  All scheduled
principal and interest payments required by the various debt agreements were
made during the year ended December 25, 1999.

     The Company had a working capital ratio of approximately .93:1 at December
25, 1999 and .88:1 at December 26, 1998.  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 $13.0 million in fiscal 1999
and $21.5 million in fiscal 1998.  The decrease in net cash provided by
operating activities during fiscal 1999 was principally due to the restructuring
charge.

     Net cash used in investing activities was $46.1 million for fiscal 1999
compared to $8.9 million for fiscal 1998.  The increase in net cash used in
investing activities was due to the acquisition of ShopRite of Pennington, Inc.,
a five-store supermarket chain, supplemented by increased capital spending on
existing Company stores.

     Net cash provided by financing activities was $39.1 million in 1999
compared to net cash used in financing activities of $10.4 million in 1998.  The
increase in cash provided by financing activities was a result of the
refinancing of the Company's bank credit agreement supplemented by additional
bank term debt used to finance the ShopRite of Pennington, Inc. acquisition.

     The Company's major uses of cash for the year ended December 25, 1999 were
as follows:  (i)  cash interest payments (including capitalized leases) of $22.3
million; (ii)  acquisition and other capital expenditures of $46.1 million; and
scheduled debt payments of $8.4 million, excluding the refinancing of the
Company's bank credit agreement.

     The Credit Agreement provides for a $25.0 million revolving credit
facility.  There was an additional $.8 million outstanding under the revolving
credit facility as of December 25, 1999, and $6.3 million was used for letters
of credit and bonding purposes.  The 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
Credit Agreement).

     A First Amendment to the Credit Agreement dated as of November 12, 1999
among Big V Holding Corp., BV Holdings Corporation, Big V Supermarkets, Inc.,
and the financial institutions party to the Credit Agreement provided a $36.0
million incremental bank term loan to be used for the ShopRite of Pennington,
Inc. acquisition along with a $5.0 million delayed draw facility which the
Company exercised in December 1999.

     A Second Amendment to the Credit Agreement dated March 2, 2000 among Big V
Holding Corp., BV Holdings Corporation, Big V Supermarkets, Inc., and the
financial institutions party to the Credit Agreement provided an additional $3.0
million of  bank term loans in consideration of the permanent reduction of $3.0
million of the participating lenders total revolving loan commitment.  Prior to
the Second Amendment, the Company had the ability to ask participating lenders
to increase their revolving loan commitments by  $5.0 million.

                                       17
<PAGE>

     Major uses of cash in fiscal 2000 are expected to be: (i) interest payments
(including capitalized leases) of $25.8 million; (ii) capital expenditures of
$30.0 million; and (iii) scheduled debt and capital lease payments of $20.0
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 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 financing and operating cash
flow/revolver availability. 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, which allows the Company to proceed with the
site plan approval process. The costs incurred by the Company to obtain and
satisfy the requirements of the ROD, net of any and all reimbursements
approximates $2.3 million at December 25, 1999. 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 $1.2 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 majority of the Company's $2.5 million note payable
secured by this property will be paid. Such note is payable solely from the net
proceeds of the sale of the property based upon a formula provided in the note.

     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 in the validity of
the carrying value of goodwill and the estimated useful lives assigned to its
components.

                                       18
<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 1997, 1998 and 1999

<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-26
</TABLE>

ITEM 9:  Changes in and Disagreements with Accountant's on Accounting and
         Financial Disclosure

     Not Applicable.

                                       19
<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...............   70  Chairman of the Board of Directors

Mark S. Schwartz.................   39  Director, President and Chief Executive Officer

James A. Toopes, Jr..............   52  Director, Vice Chairman, Chief Financial and Administrative Officer, and Corporate Secretary

John W. Childs...................   58  Director

C. Hunter Boll...................   44  Director

Charles A. Brizius...............   31  Director

Joseph S. Frelinghuysen, Jr......   58  Director

Leo J. Kahn......................   83  Director

Steven G. Segal..................   39  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 has served as President, Chief Executive Officer and Director
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.

     Mr. Toopes has served as Vice Chairman, Chief Financial and Administrative
Officer of the Company since November 1998; and in addition, as Director and
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.

                                       20
<PAGE>

     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 Quality 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,  and T.H. Lee
Mezzanine II, affiliates of ML-Lee Acquisition fund, L.P., and the ML-Lee
Acquisition Fund II, L.P., respectively. 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., TransWestern
Publishing, L.P., the Smith-Wollensky Restaurant Group, Inc., Cott Corporation,
United Industries Corporation and Metris Companies, Inc..

     Mr. Brizius became a Director of the Company in January 1999 in connection
with the Recapitalization.  Mr. Brizius worked at THL from 1993 to 1995,
rejoined in 1997 and currently serves as an Associate.  From 1991 to 1993, Mr.
Brizius worked at Morgan Stanley & Co. Incorporated in the Corporate Finance
Department.  He is also a Director of Eye Care Centers of America, Inc. and
United Industries Corporation.

     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 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 was a co founder of Staples, Inc. and is active in
Health Development Corporation, a fitness club chain.

     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  Quality 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.

                                       21
<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 25,
1999 and the most highly-compensated executive officers/senior management of the
Company who served in such capacities on or during the year ended December 25,
1999 for services rendered to the Company in all capacities during the fiscal
years ended December 27, 1997, December 26, 1998 and December 25, 1999. 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                         1999      236,447      115,823        15,409                   --         1,539
   Chairman of the Board                   1998      113,462       15,389         7,298                   --            --
                                           1997      152,885           --        11,770                   --         5,045

Mark S. Schwartz                           1999      387,146      141,391       123,814               19,000            --
   Chief Executive Officer                 1998           --           --            --                   --            --
   and President                           1997           --           --            --                   --            --
     (as of March 22, 1999)

James A. Toopes, Jr.                       1999      282,080      120,000         6,556                   --         1,724
  Vice Chairman, Chief Financial           1998      245,231           --        39,529                   --            --
  and Administrative Officer and           1997      244,616           --        39,430                   --         2,427
  Corporate Secretary

David W. Montoya                           1999       19,231       30,000            --                   --            --
  Chief Merchandising Officer-             1998           --           --            --                   --            --
   Senior Vice President                   1997           --           --            --                   --            --
      (as of November 22, 1999)

Wayne T. Marshall                          1999      155,765       15,000           432                   --         1,724
   Senior Vice President -                 1998      115,739        7,425           926                   --         1,427
   Merchandising                           1997      102,715        5,600         5,810                   --         3,261

Stephen E. Hastings                        1999       66,981           --           418                   --            --
Senior Vice President - Store              1998           --           --            --                   --            --
   Operations                              1997           --           --            --                   --            --
      (as of July 19, 1999)

Stephen L. Hittman                         1999      144,479        7,500           428                   --         1,724
  Vice President-Real Estate               1998      124,904       10,000         2,893                   --         1,594
   and Assistant Secretary                 1997      123,962       25,000         2,263                2,600         4,574
</TABLE>

___________
(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.

                                       22
<PAGE>

Employment Agreements

     On February 23, 1999, the Company and BVH entered into an employment and
non-competition agreement with Mr. Schwartz, which agreement is scheduled to
expire on December 31, 2003, subject to annual renewals thereafter.  Pursuant to
this agreement, the Company has agreed to pay an annual base salary to Mr.
Schwartz of $500,000.  In addition to such base salary, Mr. Schwartz 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.

     Pursuant to the employment agreement with Mr. Schwartz, the Company and BVH
caused Holding to sell 20,000 shares of Holding's Class A Common Stock to Mr.
Schwartz for an aggregate purchase price of $700,000 in exchange for promissory
notes payable totaling $700,000.  See this Item 11 -"Loans to Management."  Also
pursuant to such employment agreement, the Company and BVH caused Holding to
grant Mr. Schwartz options to purchase 19,000 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. Schwartz's 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.
Schwartz to communicate confidential information concerning the Company to third
parties.  Pursuant to the non-competition provisions of this employment
agreement, Mr. Schwartz will not, for one year following termination of his
employment, engage in certain specified activities relating to the Company or
the Company's business.

     On May 1, 1996, the Company and BVH entered into an employment and non-
competition agreement with Mr. Toopes, which agreement  was scheduled to expire
on April 30, 1999, subject to annual renewals thereafter.  Pursuant to this
agreement, the Company  agreed to pay an annual base salary to Mr. Toopes of
$240,000.   In consideration of Mr. Toopes additional responsibilities as Vice
Chairman his annual base salary was increased to $280,000 in 1999.  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.

     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.

                                       23
<PAGE>

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.  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 1999 with respect to such plan are
included in this Item 11 under the heading "All Other Compensation."

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 160,000
shares of Common Stock are reserved for issuance pursuant to the Stock Option
Plan.  As of March 31, 2000, options to purchase 123,538 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  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  options granted through March 31, 2000 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 31, 2000 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.  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  attending each Board meeting and committee meeting
are paid by the Company.

                                       24
<PAGE>

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.

Option Grants

     During the fiscal year ended December 25, 1999, there were 74,600 options
granted to purchase shares of Holding's Class A Common Stock while forfeitures
of same amounted to 7,040.

Aggregated Option Values at Fiscal Year-End

     The following information is furnished for the fiscal year ended December
25, 1999 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 25,
1999.


                Aggregated Option Fiscal Year-End Option Values

<TABLE>
<CAPTION>
                                   Number of                Value of Unexercised
                                  Options at               In-the-Money Options at
                              December 25, 1999              December 25, 1999(1)
                        ---------------------------      ---------------------------
Name                    Exercisable   Unexercisable      Exercisable   Unexercisable
----                    -----------   -------------      -----------   -------------
<S>                     <C>           <C>                <C>           <C>
David G. Bronstein        5,435            -0-               -0-            -0-
Mark S. Schwartz           -0-             -0-               -0-            -0-
James A. Toopes, Jr.      4,000           8,000              -0-            -0-
David W. Montoya           -0-            6,000              -0-            -0-
Wayne T. Marshall          -0-            6,000              -0-            -0-
Stephen E. Hastings        -0-            6,000              -0-            -0-
Stephen L. Hittman        2,000           4,000              -0-            -0-
</TABLE>
______________

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

Loans to Management

     Mr. Schwartz borrowed from Holding the purchase price for shares of
Holding's Class A Common Stock purchased by him as of April 22, 1999.  The
principal amount of his note was $700,000.  The payment of this note is secured
by 20,000 shares of Class A Common Stock purchased by Mr. Schwartz.  Mr.
Schwartz's note matures on December 31, 2003 and bears interest of 5.24% per
annum.

     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

                                       25
<PAGE>

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.

     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.

Compensation Committee Interlocks and Insider Participation

     Messrs. Frelinghuysen, Bronstein, and Childs served on the Compensation
Committee during fiscal 1999.  Mr. Bronstein serves as the Company's Chairman of
the Board.  None of the other members of the Compensation Committee served as
officers or employees of the Company or any of its subsidiaries during fiscal
1999.

     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.

                                       26
<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 25, 1999, there were outstanding 707,702 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                    40.61
ML-Lee Acquisition Fund II, L.P. (4)                                    117,333                    16.05
ML-Lee Acquisition Fund (Retirement Accounts) II, L.P. (4)               62,667                     8.57
Thomas H. Lee (5)                                                        36,513                     5.00
David G. Bronstein (6)                                                   35,335                     4.84
Gary S. Koppele (7)                                                      32,973                     4.51
Cornelius J. J. Madera, Jr. (7)                                          26,973                     3.69
Mark S. Schwartz                                                         20,000                     2.74
James A. Toopes, Jr.                                                     12,000                     1.64
John W. Childs (10) (11)                                                 11,883                     1.63
Joseph S. Frelinghuysen, Jr. (8)                                         10,543                     1.44
C. Hunter Boll (9)                                                        3,146                       **
Leo J. Kahn                                                               5,317                       **
Steven G. Segal (12)                                                      1,258                       **
Stephen L. Hittman                                                        4,200                       **

All directors and executive officers of Holding
    as a group (7 persons) (13)                                          99,482                    13.61
</TABLE>

                                   _________

**   Represents less than 1%
(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.

                                       27
<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.
(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.

                                       28
<PAGE>

(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.

      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.

                                       29
<PAGE>

      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 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.

                                       30
<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, Chief Financial and
                    Administrative Officer
                   Big V Supermarkets, Inc.
                   176 North Main Street
                   Florida, New York 10921

      (b)  Reports on Form 8-K

      November 22, 1999 - Acquisition of  ShopRite of Pennington, Inc.

                                       31
<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 April 7, 2000.

                        BIG V SUPERMARKETS, INC.


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


     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           April 7, 2000
---------------------------------
David G. Bronstein                 the Board


/s/  Mark S. Schwartz              Director, Chief Executive       April 7, 2000
---------------------------------
Mark  S. Schwartz                  Officer and President
                                   (principal executive officer)


/s/  James A. Toopes, Jr.          Director, Vice Chairman,        April 7, 2000
---------------------------------
James A. Toopes, Jr.               Chief Financial and
                                   Administrative Officer
                                   Corporate Secretary
                                   (principal financial officer)


/s/  Anthony J. Moccio             Vice President-Controller       April 7, 2000
---------------------------------
Anthony J. Moccio


/s/  C. Hunter Boll                Director                        April 7, 2000
---------------------------------
C. Hunter Boll
<PAGE>

/s/  Charles A. Brizius            Director                        April 7, 2000
---------------------------------
Charles A. Brizius


/s/  John W. Childs                Director                        April 7, 2000
---------------------------------
John W. Childs


/s/  Joseph S. Frelinghuysen, Jr.  Director                        April 7, 2000
---------------------------------
Joseph S. Frelinghuysen, Jr.


/s/ Leo J. Kahn                    Director                        April 7, 2000
---------------------------------
Leo J. Kahn


/s/ Steven G. Segal                Director                        April 7, 2000
---------------------------------
Steven G. Segal
<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 25, 1999 and
December 26, 1998, 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 25, 1999.  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 25, 1999 and December 26, 1998, and the results of
their operations and their cash flows for each of the three fiscal years in the
period ended December 25, 1999 in conformity with generally accepted accounting
principles.

As discussed in Note 2 to the consolidated financial statements, the Company
changed its method of accounting for insurance related assessments to conform
with Statement of Position 97-3.


/s/ Deloitte & Touche LLP


March 24, 2000

                                      F-2
<PAGE>

BIG V SUPERMARKETS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (LOSS)
FOR THE YEARS ENDED DECEMBER 25, 1999, DECEMBER 26, 1998 AND
DECEMBER 27, 1997
(In Thousands)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                         1999               1998               1997
<S>                                                                     <C>                <C>                <C>
SALES                                                                   $856,872           $814,404           $762,880
                                                                        --------           --------           --------

COSTS AND EXPENSES:
  Cost of sales (exclusive of depreciation and amortization
    shown separately below)                                              630,444            600,375            563,896
  Selling, general and administrative                                    182,772            172,952            161,786
  Depreciation and amortization                                           17,351             15,454             16,979
  Interest expense, net of interest income of $573 for 1999,
    $260 for 1998 and $253 for 1997, respectively                         23,236             23,651             24,586
  Restructuring charge                                                     8,500                  -                  -
                                                                        --------           --------           --------

           Total costs and expenses                                      862,303            812,432            767,247
                                                                        --------           --------           --------

(LOSS) INCOME BEFORE INCOME TAXES,
  EXTRAORDINARY CHARGE AND CUMULATIVE
  EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE                                (5,431)             1,972             (4,367)

INCOME TAX (BENEFIT) EXPENSE                                              (3,300)             1,860             (1,625)
                                                                        --------           --------           --------

(LOSS) INCOME BEFORE EXTRAORDINARY CHARGE,
  AND CUMULATIVE EFFECT OF CHANGE IN
  ACCOUNTING PRINCIPLE                                                    (2,131)               112             (2,742)

EXTRAORDINARY CHARGE, NET OF TAX BENEFIT
  OF $301                                                                    492                  -                  -
                                                                        --------           --------           --------

(LOSS) INCOME BEFORE CUMULATIVE EFFECT OF
  CHANGE IN ACCOUNTING PRINCIPLE                                          (2,623)               112             (2,742)

CUMULATIVE EFFECT OF CHANGE IN
  ACCOUNTING PRINCIPLE, NET OF TAX
  BENEFIT OF $332                                                            543                  -                  -
                                                                        --------           --------           --------

NET (LOSS) INCOME                                                       $ (3,166)          $    112           $ (2,742)
                                                                        ========           ========           ========

See notes to consolidated financial statements.
</TABLE>

                                      F-3
<PAGE>

BIG V SUPERMARKETS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
DECEMBER 25, 1999 AND DECEMBER 26, 1998
(In Thousands, except share and per share data)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                            1999                1998
ASSETS
<S>                                                                                        <C>               <C>
CURRENT ASSETS:
  Cash ($6,400 restricted at December 25, 1999)                                            $ 21,604           $ 15,674
  Accounts receivable                                                                        18,748             11,941
  Inventories                                                                                47,672             35,493
  Refundable income taxes                                                                     1,995                630
  Prepaid expenses and other current assets                                                   4,303              2,282
  Asset held for sale                                                                         4,713              4,482
                                                                                           --------           --------
           Total current assets                                                              99,035             70,502

PROPERTY AND EQUIPMENT - At cost, less accumulated
  depreciation and amortization of $99,117 at December 25, 1999 and
  $85,756 at December 26, 1998, respectively                                                 69,336             57,521

GOODWILL - Less accumulated amortization of $17,041 at
   December 25, 1999 and $14,938 at December 26, 1998, respectively                          73,957             64,371

INVESTMENT IN WAKEFERN FOOD CORP.                                                            15,625             13,173

WAKEFERN WAREHOUSE AGREEMENT - Less accumulated
  amortization of $9,387 at December 25, 1999 and $8,273                                     40,781             33,095
  at December 26, 1998, respectively

OTHER ASSETS                                                                                 13,720              9,002
                                                                                           --------           --------

TOTAL ASSETS                                                                               $312,454           $247,664
                                                                                           ========           ========


LIABILITIES AND STOCKHOLDER'S DEFICIT

CURRENT LIABILITIES:
  Accounts payable                                                                         $ 57,128           $ 44,954
  Accrued expenses and taxes other than income taxes                                         22,584             15,693
  Deferred income taxes                                                                       7,300              6,213
  Current portion of long-term debt                                                          18,723             12,499
  Current portion of capitalized lease obligations                                            1,303                808
                                                                                           --------           --------

           Total current liabilities                                                        107,038             80,167
                                                                                           --------           --------

OTHER LONG-TERM LIABILITIES                                                                  15,038             10,056
                                                                                           --------           --------

LONG-TERM DEBT - Less current portion                                                       193,904            153,342
                                                                                           --------           --------

CAPITALIZED LEASE OBLIGATIONS - Less current portion                                         24,665             25,228
                                                                                           --------           --------

DEFERRED INCOME TAXES                                                                         2,645              6,070
                                                                                           --------           --------

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                                                                             7,934              8,405
  Accumulated deficit                                                                       (38,771)           (35,605)
                                                                                           --------           --------

           Total stockholder's deficit                                                      (30,836)           (27,199)
                                                                                           --------           --------

TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT                                                $312,454           $247,664
                                                                                           ========           ========
</TABLE>

See notes to consolidated financial statements.


                                      F-4
<PAGE>

BIG V SUPERMARKETS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDER'S DEFICIT
YEARS ENDED DECEMBER 25, 1999, DECEMBER 26, 1998 AND
DECEMBER 27, 1997
(In Thousands)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>


                                                      Common Stock                                          Total
                                                 ---------------------     Paid-in       Accumulated     Stockholder's
                                                   Shares      Amount     Capital         Deficit          Deficit

<S>                                               <C>          <C>         <C>            <C>              <C>

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)

  Return of capital to Holding                             -        -        (471)                -              (471)

  Net loss                                                 -        -           -            (3,166)           (3,166)
                                                       -----    -----      ------          --------          --------
BALANCE, DECEMBER 25, 1999                             1,000       $1      $7,934          $(38,771)         $(30,836)
                                                       =====    =====      ======          ========          ========
</TABLE>
See notes to consolidated financial statements.



                                      F-5
<PAGE>

BIG V SUPERMARKETS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 25, 1999, DECEMBER 26, 1998 AND
DECEMBER  27, 1997
(In Thousands)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                             1999              1998              1997

CASH BALANCE, BEGINNING OF YEAR                                            $ 15,674          $ 13,498          $ 10,595
                                                                           --------          --------          --------
<S>                                                                        <C>               <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net (loss) income                                                          (3,166)              112            (2,742)
  Adjustments to reconcile net (loss) income to net
    cash provided by operating activities:
    Depreciation and amortization                                            17,351            15,454            15,904
    Cumulative effect of accounting change                                      875                 -                 -
    Noncash loss on disposal of equipment and
      leasehold interest                                                          -                 -             1,075
    Amortization of deferred debt costs                                       1,055             1,178             1,157
    Write-off of unamortized deferred financing costs                           793                 -                 -
    Accretion of discount on debt                                                93               120               133
    Deferred income taxes                                                    (2,342)              708            (2,712)
    Noncash rent expense                                                      1,128             1,273             1,100
    Noncash gain from lease termination                                           -                 -            (1,170)
    Loss on sale of equity investment                                             -                 -               596
  Changes in assets and liabilities:
    (Increase) decrease in inventories                                       (6,752)            1,358            (1,414)
    (Increase) decrease in prepaid expenses and other
      current assets                                                         (1,937)              (39)            1,856
    (Increase) decrease in accounts receivable                               (2,997)            2,728            (1,603)
    (Increase) decrease refundable income taxes                              (1,365)            1,058            (1,569)
    Increase in other assets                                                 (1,432)             (394)           (1,574)
    Increase in asset held for sale                                            (231)             (846)             (604)
    Increase in accounts payable                                              7,700             1,697             4,336
    Increase (decrease) in accrued expenses and
      taxes other than income taxes                                           3,433            (1,679)            1,527
    Decrease in income taxes payable                                              -                 -               (17)
    Increase (decrease) in long-term liabilities                                780            (1,191)            2,627
                                                                           --------          --------          --------

           Net cash provided by operating activities                         12,986            21,537            16,906
                                                                           --------          --------          --------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Acquisitions of property and equipment                                    (13,486)           (8,911)          (10,242)
  Acquisition of business, net of cash acquired                             (32,658)                -                 -
  Sale of property and equipment                                                  7                 8                26
  Increase in investment in Wakefern Food Corp.                                   -               (40)                -
                                                                           --------          --------          --------

           Net cash used in investing activities                            (46,137)           (8,943)          (10,216)
                                                                           --------          --------          --------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Payments of long-term debt                                                 (8,230)          (10,319)           (8,939)
  Payments of capital lease obligations                                        (203)             (619)             (444)
  Proceeds from revolver borrowings                                             800               500                 -
  Proceeds from long-term borrowings                                        101,000               145             5,730
  Payments on old senior debt                                               (49,667)                -                 -
  Financing fees in connection with new senior debt                          (4,148)                -                 -
  Return of capital to Holding                                                 (471)             (125)             (149)
  Capital contribution from Holding                                               -                 -                15
                                                                           --------          --------          --------

           Net cash provided by (used in) financing activities               39,081           (10,418)           (3,787)
                                                                           --------          --------          --------

NET INCREASE IN CASH                                                          5,930             2,176             2,903
                                                                           --------          --------          --------

CASH BALANCE, END OF YEAR                                                  $ 21,604          $ 15,674          $ 13,498
                                                                           ========          ========          ========

SUPPLEMENTAL DISCLOSURES OF CASH
  FLOW INFORMATION:
  Cash paid during the year for:
    Interest                                                               $ 22,324          $ 21,918          $ 23,687
                                                                           ========          ========          ========

    Income taxes                                                           $    131          $    285          $  2,671
                                                                           ========          ========          ========
</TABLE>

                                      F-6
<PAGE>

BIG V SUPERMARKETS, INC. AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 25, 1999, DECEMBER 26, 1998 AND
DECEMBER 27, 1997
--------------------------------------------------------------------------------

In 1999, the Company recorded a capital lease obligation incurred for the
purchase of new equipment in the amount of $937,000.

In November 1999, in connection with the acquisition as described in Note 3, the
Company assumed an additional note payable in the amount of $1.2 million.

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. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 25, 1999, DECEMBER 26, 1998 AND
DECEMBER 27, 1997
--------------------------------------------------------------------------------

1. BUSINESS

   Organization and Basis of Presentation - On December 28, 1990, Big V
   Supermarkets, Inc. 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 Big V
   Supermarkets, Inc. and its wholly-owned subsidiaries (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 34 modern supermarkets under the ShopRite
   trade name located primarily in the Hudson River Valley Region of New York
   State and the Trenton area of New Jersey.  The Company also operates one
   supermarket under the "Big V Market" trade name and two supermarkets under
   the "CostRite" trade name.  The Company is the largest member of the Wakefern
   Food Corp. cooperative ("Wakefern") located in Elizabeth, New Jersey.

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 25, 1999, December 26, 1998 and
   December 27, 1997 were 52-week periods.

   Principles of Consolidation - The consolidated financial statements of the
   Company include the accounts of Big V Supermarkets, Inc., its wholly-owned
   operating subsidiary BVNJ Partnership, L.P. ("BVNJ") and its nonoperating
   subsidiaries.  BVNJ was established to consummate the acquisition described
   in Note 3.  All 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.

   At December 25, 1999 and December 26, 1998, inventories would have been
   higher by $3,785,000 and $3,193,000, 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


                                      F-8
<PAGE>

   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 25, 1999, no assets were
   impaired.

   Goodwill - Goodwill is being amortized on a straight-line basis using lives
   of 15 to 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 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 goodwills' carrying values and useful lives are
   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
   13).  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 13).  The value assigned resulted
   from fair market determinations made by independent appraisers.  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 using lives of 15 to 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.

   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 Statement of Financial
   Accounting Standard ("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 12-month period
   following such store opening.  At December 26, 1998,



                                      F-9
<PAGE>

   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 retains the risk and does not obtain
   insurance for 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 that cannot be reasonably estimated. As of December 25, 1999
   and December 26, 1998, the accompanying balance sheets include a liability of
   approximately $6.9 million and $4.8 million, respectively.

   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 25, 1999 and December 26, 1998, 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.

   Pensions and Postretirement Benefits - The Company has adopted SFAS No. 132,
   Employers' Disclosure about Pensions and Other Postretirement Benefits, for
   the period ended December 25, 1999.  This statement revises employers'
   disclosures about pension and other postretirement benefits for all periods
   presented.  It does not change the measurement or recognition of those plans.
   It standardizes the disclosure requirements for pensions and other
   postretirement benefits to the extent practicable, requires additional
   information on changes in the benefit obligations and fair values of plan
   assets that will facilitate financial analysis, and eliminates certain
   disclosures that are no longer useful (see Note 12).

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

   Recent Accounting Pronouncements - 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

                                     F-10
<PAGE>

   Company's 2000 fiscal year. The Company does not currently have any
   derivative instruments or hedging activities to report under this standard.

   Change in Accounting Principle - During 1999, the Company adopted, the
   American Institute of Certified Public Accountants Statement of Position 97-3
   ("SOP 97-3"), Accounting by Insurance and Other Enterprises for Insurance-
   Related Assessments, which requires a liability to be recognized for
   insurance-related assessments.  The adoption of SOP 97-3 resulted in a charge
   of $875,000, net of income tax benefit of $332,000, which is presented as a
   cumulative effect of a change in accounting principle in the accompanying
   consolidated statements of income (loss).  Assuming SOP 97-3 was applied
   retroactively, pro forma 1997 loss before extraordinary item and net loss
   would have been $3.0 million and $2.8 million, respectively.  The adoption of
   SOP 97-3 did not have a material effect on the 1998 income before
   extraordinary item and net income.

   Reclassifications - Certain reclassifications have been made to the prior
   years' consolidated financial statements to conform to the fiscal 1999
   presentation.

3.  ACQUISITION

   On November 7, 1999, the Company acquired ShopRite of Pennington, Inc.
   ("SRP"), another Wakefern member.  The five store chain, located in the
   Trenton area of New Jersey, was purchased for $35.6 million, subject to
   certain purchase price adjustments, which includes $0.7 million of
   acquisition related costs and a $1.2 million note payable.  The acquisition
   was financed with variable rate debt including an initial funding of $36
   million and a $5 million delayed draw facility.

   The acquisition has been accounted for under the purchase method of
   accounting and includes the results of operations of SRP from November 7,
   1999 through December 25, 1999.  The following pro forma information for the
   years ended December 25, 1999 and December 26, 1998 have been prepared by
   adjusting the historical data as set forth in the accompanying consolidated
   statement of income (loss) to give effect to the SRP acquisition as if such
   acquisition occurred on December 27, 1998 and December 28, 1997.  Such pro
   forma information is presented for comparative purposes and does not purport
   to be indicative of the Company's actual results of operations had such
   transaction actually been consummated on December 27, 1998 and December 28,
   1997 or of the Company's future results of operations and are as follows:


<TABLE>
<CAPTION>
                                                                         Year Ended               Year Ended
                                                                        December 25,             December 26,
                                                                            1999                     1998
<S>                                                                     <C>                      <C>
                                                                                    (In Thousands)

Sales                                                                     $983,822                  $950,335
Loss before extraordinary item and cumulative
  effect of change in accounting                                            (1,708)                   (3,629)
Net loss                                                                    (2,743)                   (3,629)
</TABLE>


Pro forma adjustments include (i) the operations of SRP for the preacquisition
period from December 27, 1998 to November 6, 1999 and for the Company's 1998
fiscal year, (ii) the income statement effects of the allocation of purchase
price including the amortization of intangibles and goodwill, (iii) the
recognition of interest expense and amortization of deferred financing costs
related to $36 million of borrowings, and (iv) the income tax effects of the
above and to recognize income taxes on SRP's results of operations based upon
the Company's tax structure since SRP was an S-Corporation.


                                     F-11
<PAGE>

Final purchase price allocation will occur upon the receipt of final appraisals
and after all purchase price adjustments, if any, are finalized with the seller.
The following table sets forth the preliminary allocation of the purchase price
(in thousands):

<TABLE>
<S>                                                                                      <C>
Current assets (including cash of $1,691)                                                $11,233
Property and equipment                                                                    12,240
Investment in Wakefern Food Corp. (a)                                                      2,452
Wakefern Warehouse Agreement (a)                                                           8,800
Goodwill (a)                                                                              11,689
Other assets (b)                                                                             995
Current liabilities                                                                       (8,568)
Other liabilities                                                                         (3,253)
                                                                                         -------

                                                                                         $35,588
                                                                                         =======
</TABLE>

(a)  Being amortized over 15 years.

(b)  Includes a covenant not to compete which is being amortized over 3 years.

4.   RESTRUCTURING CHARGE

     During the third quarter of fiscal 1999, the Company formalized its plans
     to reduce the escalating cost of its union labor force, streamline the
     functions of its corporate offices and reduce its overall cost structure
     ("Restructuring Plan"). The major initiatives of the Restructuring Plan
     included the following: (1) a Board of Director approved Big V
     Supermarkets, Inc. Early Retirement Buyout Program, which provided eligible
     store associates various combinations of cash and health coverage in
     consideration of the employee severing their employment with the Company;
     and (2) the realignment of corporate strategic business functions, internal
     processes, and the elimination of functional redundancies between the
     Company and Wakefern.

     In connection with the implementation of the Restructuring Plan, the
     Company recorded a pretax restructuring charge of $8.5 million relating
     solely to severance and termination benefits. As of December 25, 1999, the
     remaining restructuring liability was $5.7 million. During the first
     quarter of 2000, the Company completed the initiatives set forth in the
     Restructuring Plan including the payment of severance and termination
     benefits. As of March 18, 2000, the end of the Company's first quarter,
     approximately $0.6 million of the original liability remains unpaid. This
     balance will be used to provide health and welfare benefits to
     Restructuring Plan's participants over the remainder of fiscal 2000.

     Total severance and termination benefits as a result of the Restructuring
     Plan relate to approximately 230 employees, 168 of which have been
     terminated through December 25, 1999. Total cash outlays related to the
     Restructuring Plan are expected to approximate the restructuring charge.


                                     F-12
<PAGE>

5.  PROPERTY AND EQUIPMENT

    Property and equipment is summarized as follows:

<TABLE>
<CAPTION>
                                                                               1999              1998
                                                                                   (In Thousands)
<S>                                                                          <C>               <C>
Land                                                                          $    436          $    834
Building                                                                           161               161
Equipment and fixtures                                                          85,656            70,448
Leasehold improvements                                                          45,616            39,602
Leasehold interests                                                              8,205             4,275
Construction-in-progress                                                            97               557
Property and equipment under capital leases (Note 10)                           28,282            27,400
                                                                              --------          --------

Property and equipment, at cost                                                168,453           143,277

Less accumulated depreciation and amortization, including
  accumulated amortization of capitalized
  leases of $12,924 and $11,352, respectively                                  (99,117)          (85,756)
                                                                              --------          --------

Property and equipment, net                                                   $ 69,336          $ 57,521
                                                                              ========          ========
</TABLE>


6.  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 1980s, soil and groundwater contamination was
    detected at this presently nonoperating center. The Somers location is on
    the Department of Environmental Conservation's ("DEC") New York State
    Inactive Hazardous Water Disposal Site List.

    A Record of Decision (ROD) with respect to the environmental status of this
    site was issued by the DEC in December 1995. The Company is in compliance
    with the ROD and required environmental actions to sell this location are
    complete. The Company anticipates that the present value of future
    monitoring costs will approximate $1.2 million. During 2000, the Company
    plans to obtain site plan approval and sell the property to recover its
    costs. Accordingly, Asset Held for Sale has been classified as a current
    asset.


                                     F-13
<PAGE>

7.   OTHER ASSETS

     Other assets consists of the following:

                                                  1999             1998
                                                     (In Thousands)

   Wakefern mutual aid fund                     $ 2,768           $2,116
   Amounts deposited in notes receivable            466              538
   Deferred debt issuance costs                   5,207            2,907
   New store costs (A)                            3,527            2,015
   Insure-Rite deposits                             816              684
   Deposits                                         203              415
   Noncompete agreement                             229                -
   Other                                            504              327
                                                -------           ------
 Total other assets                             $13,720           $9,002
                                                =======           ======

   (A) Such costs represent costs incurred in the planning and development
       phases of proposed and approved new store sites. Such costs are third
       party fees for such items as architectural, engineering and legal
       services. Costs related to sites no longer under consideration for a
       store are expensed. All costs at December 25, 1999 and December 26, 1998
       are for stores under construction or in development.

                                      F-14
<PAGE>

8. INDEBTEDNESS

   Debt consists of the following:

<TABLE>
<CAPTION>
                                                                              1999              1998
                                                                         (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)                                                     $  8,061           $  9,712

Notes payable for Wakefern stock subscriptions,
  face amount of $2,272 in 1999 and $2,803 in 1998
  due in installments through December 2002 (less unamortized
  discounts of $131 in 1999 and $223 in 1998
  based on imputed interest rates of 9.25% to 12.5%)                          2,141              2,580

Notes payable for deposit with Insure-Rite,
  due in installments through December 1999                                       -                  8

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

Bank term loans (B)                                                          99,125             46,667
Revolving loans (B)                                                             800              3,000
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
                                                                           --------           --------
                                                                            212,627            165,841
  Less current portion                                                       18,723             12,499
                                                                           --------           --------
                                                                           $193,904           $153,342
                                                                           ========           ========
</TABLE>

      (A) The notes payable are collateralized by equipment with a net book
          value of $5,294,000 at December 25, 1999 and $6,699,000 at December
          26, 1998.

      (B) Prior to January 1999, the Company had a Credit Agreement ("Prior
          Agreement") with Bankers Trust Company as agent, and a syndicate of
          five additional institutions.

          The Prior Agreement included $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 "Prior Term Loans") and the Revolving
          Credit Facility, which permitted the Company to borrow up to $26.0
          million to finance working capital and letter of credit needs.

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

          The 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

                                      F-15
<PAGE>

          "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.

          In November 1999, the Company amended the Agreement to include an
          additional $36.0 million in Tranche C Term Loans (the "Tranche C Term
          Loans") to finance the costs associated with the acquisition of
          ShopRite of Pennington, Inc. (see Note 3) along with $5.0 million
          delayed draw facility which the Company exercised in December 1999.

          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 8(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.

          A Second Amendment to the Agreement dated March 2, 2000 provided an
          additional $3.0 million of bank term loans in consideration of the
          permanent reduction of $3.0 million revolving loan commitment.  Prior
          to the Second Amendment, the Company had the ability to increase their
          revolving loan commitments by up to $5.0 million.

          Indebtedness under the Agreement bears interest at a floating rate.
          Indebtedness under 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 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
          3/4% in respect of the B Term Loans, and 3% in respect of the C 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, 3  3/4% in respect of Tranche B Term Loans and
          4% in respect of Tranche C 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 mature on February 10, 2003 while the
          Tranche B and C Term Loans mature on August 10, 2003.  All loans under
          the Agreement, as amended, are subject to quarterly amortizations.
          The Revolving Credit Facility matures on February 10, 2003.  In
          addition, the Agreement provides for mandatory repayments of the Term
          Loans (and certain commitment reductions under the Tranche A Term
          Loans 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 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
          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.  During 1999 and 1998, the Company paid $220,000
          and $54,000, respectively in commitment fees associated with its
          Agreements.

          As a result of the refinancing, the Company paid $46.7 million of
          outstanding Prior Term Loans under the Prior Agreement, $3.0 million
          of revolving loans, $471,000 in accrued interest and fees, $2.5
          million in 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
                                      F-16
<PAGE>

          unamortized deferred debt issuance costs related to the Prior
          Agreement. Such amount is shown, net of its tax benefit, as an
          extraordinary item on the statement of income (loss).

          The 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. At December 25, 1999, the Company was in compliance with all
          terms and covenants of the Agreement.

      (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 Agreement.  The
          first of two $10.0 million principal payments on this note is due in
          June 2000.  At December 25, 1999, the balance sheet includes $6.4
          million of restricted cash held in escrow to be used for the June 2000
          payment.

     (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 6).

     (E)  On December 17, 1993, the Company issued $80.0 million of 11% Series B
          Senior Subordinated Notes (the "Series B Notes"). 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 are redeemable, at the Company's option, in whole
          at any time or in part from time to time, 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

                  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

                                      F-17
<PAGE>

          plan of liquidation. At December 25, 1999, the Company was in
          compliance with all the terms and covenants of the Indenture.

          Aggregate maturities of long-term debt are as follows:

                Year                            (in thousands)
               2000                                 $ 18,723
               2001                                   17,523
               2002                                    6,505
               2003                                   89,612
               2004                                   80,169
            Thereafter                                    95
                                                    --------
                                                    $212,627
                                                    ========

9. 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 25, 1999                           December 26, 1998
                                                  --------------------------------            --------------------------------
                                                     Carrying              Fair                  Carrying              Fair
                                                      Amount              Value                   Amount              Value
                                                            (in thousands)                              (in thousands)

<S>                                           <C>                 <C>                     <C>                 <C>
Investments                                           $      -            $      3                $      -            $      6
                                                      ========            ========                ========            ========

Long-term debt (Note 8):
  Bank term loans                                     $ 99,125            $ 99,125                $ 46,667            $ 46,667
  Revolving loan                                           800                 800                   3,000               3,000
  11% Senior subordinated notes                         80,000              78,400                  80,000              80,800
  Subordinated note due March 15, 2001                  20,000              19,215                  20,000              18,445
  Notes payable secured by equipment                     8,061               8,183                   9,712               9,936
  Notes payable for Wakefern stock
    subscriptions                                        2,141               2,141                   2,580               2,580
  Notes payable, Insure-Rite                                 -                   -                       8                   8
  Mortgage bond payable for land                             -                   -                   1,374               1,374
  Secured nonrecourse note                               2,500               2,500                   2,500               2,500
                                                      --------            --------                --------            --------

                                                      $212,627            $210,364                $165,841            $165,310
                                                      ========            ========                ========            ========
</TABLE>

   The fair values of investments are based on quoted market prices at December
   25, 1999 and December 26, 1998.  Similarly, the fair value of long-term debt
   is based on quoted market prices on December 25, 1999 and December 26, 1998
   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 25,
   1999 and December 26, 1998 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

                                      F-18
<PAGE>

    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 6).

10. 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 upon a percentage of sales in excess of stipulated amounts. The
    Company is also obligated to pay scheduled rent increases for certain
    stores.

    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 25, 1999:

<TABLE>
<CAPTION>
Year                                                       (In Thousands)

        <S>                                               <C>
        2000                                                      $ 5,037
        2001                                                        5,063
        2002                                                        4,824
        2003                                                        4,845
        2004                                                        4,929
        2005 and thereafter                                        29,320
                                                                  -------

Net minimum lease payments                                         54,018

Less amount representing interest                                  28,050
                                                                  -------

                                                                  $25,968
                                                                  =======
</TABLE>


    No contingent lease payments were made under capital leases for the years
    ended December 25, 1999, December 26, 1998 and December 27, 1997.

    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 25,
    1999:

                                      F-19
<PAGE>

<TABLE>
<CAPTION>
         Year                                          (In Thousands)

         <S>                                         <C>
         2000                                                  $ 16,686
         2001                                                    17,782
         2002                                                    17,650
         2003                                                    16,918
         2004                                                    16,854
         2005 and thereafter                                    243,441
                                                               --------

Total minimum payments                                         $329,331
                                                               ========
</TABLE>

    Rental Expense - The following schedule shows the composition of total
    rental expense for all operating leases for the years ended December 25,
    1999, December 26, 1998 and December 27, 1997:

<TABLE>
<CAPTION>
                                                                    1999               1998               1997
                                                                                (In Thousands)

            <S>                                              <C>              <C>                   <C>
            Minimum rentals                                         $10,401              $10,537           $7,711
            Contingent rentals                                          555                  299               59
            Noncash rent expense                                      1,128                1,273            1,100
                                                                    -------              -------           ------

            Total rental expense                                    $12,084              $12,109           $8,870
                                                                    =======              =======           ======
</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,

                                      F-20
<PAGE>

    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. During fiscal 1999, the Company made final premium payments of
    $307,000 and $537,000 for policy years 1993 and 1994, respectively.
    Wakefern, on behalf of its members, has entered into a long-term,
    nonretrospectively rated general liability insurance policy from an
    independent insurer. 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.

11. INCOME TAXES

    The provision (benefit) for income taxes relating to continuing operations
    at December 25, 1999, December 26, 1998 and December 27, 1997 is comprised
    of the following:


<TABLE>
<CAPTION>
                                                                     1999            1998            1997
                                                                                (In Thousands)
<S>                                                             <C>              <C>            <C>
Provision (benefit) for Federal income taxes:
  Current                                                             $(1,010)         $1,117         $   396
  Deferred                                                                570             368          (1,090)
                                                                      -------          ------         -------

Total provision (benefit) for Federal income taxes                       (440)          1,485            (694)
                                                                      -------          ------         -------

Provision (benefit) for state income taxes:
  Current                                                                (537)             35             691
  Deferred                                                             (2,323)            340          (1,622)
                                                                      -------          ------         -------

Total provision (benefit) for state income taxes                       (2,860)            375            (931)
                                                                      -------          ------         -------

Total income tax provision (benefit)                                  $(3,300)         $1,860         $(1,625)
                                                                      =======          ======         =======
</TABLE>

                                      F-21
<PAGE>

   The actual income tax provision (benefit) relating to continuing operations
   differs from the statutory tax rate as follows:

<TABLE>
<CAPTION>
                                                                        1999            1998             1997
                                                                                    (In Thousands)

<S>                                                             <C>              <C>             <C>
Federal statutory tax rate of 34%                                     $(1,805)         $  670          $(1,485)
Goodwill amortization                                                     674             674              674
State tax, net of Federal income tax benefit                           (1,888)            247               92
Refunds in excess of accrual                                             (196)              -             (419)
Adjustments to deferred taxes                                               -             389             (435)
Tax credits                                                              (192)              -                -
Other                                                                     107            (120)             (52)
                                                                      -------          ------          -------

Total income tax provision (benefit)                                  $(3,300)         $1,860          $(1,625)
                                                                      =======          ======          =======
</TABLE>

   The net deferred income tax liabilities/(assets) of the Company for the years
   ended December 25, 1999 and December 26, 1998 consist of the following:

<TABLE>
<CAPTION>
                                                                               1999             1998
                                                                                    (In Thousands)

Current deferred tax liabilities/(assets):
<S>                                                                      <C>              <C>
  Prepaid expenses                                                             $   291         $    482
  Receivables                                                                    2,686            2,223
  Inventory                                                                      3,855            3,722
  Accounts payable                                                                (356)            (214)
  State deferred taxes                                                            (383)               -
  Capital leases                                                                  (142)               -
  Other                                                                          1,349                -
                                                                               -------         --------

           Total current deferred tax liabilities                                7,300            6,213
                                                                               -------         --------

Noncurrent deferred tax liabilities/(assets):
  Property and equipment (including capital leases)                              5,763            7,530
  Wakefern Warehouse Agreement                                                  12,315           13,552
  Other long-term assets                                                        (2,413)           1,243
  Other long-term liabilities                                                    2,877           (1,086)
  Capital leases                                                                (9,866)         (10,662)
  Alternative minimum tax credit carryforward                                   (2,718)          (2,873)
  Federal tax credit carryforward                                                 (334)            (275)
  Net operating loss carryforward - state                                       (1,328)          (1,543)
  Net operating loss carryforward - federal                                     (1,759)               -
  Valuation allowance                                                              108              184
                                                                               -------         --------

           Total noncurrent deferred tax liabilities                             2,645            6,070
                                                                               -------         --------

Net deferred income tax liability                                              $ 9,945         $ 12,283
                                                                               =======         ========
</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.

                                      F-22
<PAGE>

   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 25,
   1999 expire as follows:


<TABLE>
<CAPTION>
                                                          Federal                         State
                                                         Operating          Tax         Operating         Tax
Expiration Dates                                           Losses          Credits         Losses        Credits
                                                                               (In Thousands)
<S>                                                    <C>               <C>            <C>            <C>
2000 - 2001                                                $    -          $    -        $ 1,386           $  -
2002 - 2005                                                     -               -            418            128
2006 - 2008                                                     -               -         13,389              -
2009 - thereafter                                           5,172             334          7,376              -
No expiration                                                   -           2,718              -              -
</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
    taxable income, the Act has had no effect on the operating results and the
    deferred income tax liability at December 25, 1999 and December 26, 1998 and
    the Company continues to represent the tax effect of temporary differences
    at a 34% rate.

12. 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
    25, 1999, December 26, 1998 and December 27, 1997, 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>
1999                               $1,715                                       $8,184
1998                                  906                                        8,423
1997                                1,247                                        7,198
</TABLE>


    Additionally, pursuant to the acquisition as described in Note 3, the
    Company has two noncontributory (union and non-union) defined benefit
    pension plans covering all full-time employees who meet prescribed
    eligibility requirements related to the acquisition. Plan assets were
    invested primarily in

                                      F-23
<PAGE>

    cash equivalents, United States government agency obligations, corporate
    bonds and retirement plan trusts.

    The reconciliations of the funded status of both plans at December 25, 1999
    are as follows:

<TABLE>
<CAPTION>
                                                                               Union            Non-Union
                                                                                Plan               Plan
                                                                                    (In Thousands)
<S>                                                                          <C>             <C>
Change in Projected Benefit Obligation (PBO)
  during measurement period:
  PBO, November 6, 1999                                                            $2,132           $2,410
  Service cost                                                                         14               19
  Interest cost                                                                        25               32
                                                                                   ------           ------

PBO, December 25, 1999                                                             $2,171           $2,461
                                                                                   ======           ======

Change in plan assets during the measurement period:
  Plan assets at fair value, November 6, 1999                                      $2,136           $2,675
  Actual return on plan assets                                                        209              225
                                                                                   ------           ------

Plan assets at fair value, December 25, 1999                                       $2,345           $2,900
                                                                                   ======           ======

The reconciliation of the prepaid/(accrued) plan at
  December 25, 1999 is as follows:
  Funded status of the plan                                                        $  174           $  439
  Unrecognized net gain                                                              (182)            (190)
                                                                                   ------           ------

Prepaid/(accrued) benefit cost                                                     $   (8)          $  249
                                                                                   ------           ------

Net amount recognized                                                              $   (8)          $  249
                                                                                   ======           ======

Components of net periodic benefit cost for the period:
  Service cost                                                                     $   14           $   19
  Interest cost                                                                        25               32
  Actual return of plan assets                                                       (209)            (224)
  Amortization of unrecognized net gain                                               182              190
                                                                                   ------           ------

    Net periodic pension cost                                                      $   12           $   17
                                                                                   ======           ======

Prepaid/(accrued) benefit obligation, December 25, 1999                            $   (8)          $  249
                                                                                   ======           ======
</TABLE>

   Assumptions used in accounting for the defined benefit pension plans are as
   follows:

                                      F-24
<PAGE>

<TABLE>
<CAPTION>
                                                                           Union          Non-Union
                                                                           Plan              Plan
<S>                                                                     <C>              <C>
Discount rate                                                               8.0%             8.0%
Rate of increase in compensation levels                                     5.5%             N/A
Expected long-term rate of return on assets                                 8.5%             8.5%
</TABLE>

    Also, the Company maintains a postretirement medical plan which provides
    coverage for certain full-time and part-time employees who are in active
    service on or subsequent to January 1, 1991, the effective date of the plan.
    Employees and their dependents who officially retire collect a pension by
    attaining age sixty-two and having at least ten years of service with the
    Company are covered until age sixty-five is attained. Under the plan, the
    Company will pay for medical expenses after the employee has met the
    deductible in accordance with the Schedule of Benefits in the Summary Plan
    Description, up to maximum of $50,000. The unfunded liability at
    December 25, 1999 and the charge to earnings each year are insignificant.
    Except as stated above for continuations of coverage due to COBRA, coverage
    will generally terminate with the employee's termination from active service
    or when the employee ceases to be in a class eligible for coverage.

13. 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 $609 million, $562 million and $548 million
    for the years ended December 25, 1999, December 26, 1998 and December 27,
    1997, respectively. Additional net payments made to Wakefern approximate
    $19.5 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 25, 1999 and December 26, 1998, the Company was indebted to
    Wakefern for approximately $42 million and $32 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 25, 1999
    and December 26, 1998 and $450,000 at December 27, 1997. 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 Subscription
    Agreements to invest additional funds in Wakefern and has remaining unfunded
    balances of $2,272,000 as of December 25, 1999 and $2,803,000 as of December
    22, 1998 (see Note 8).

    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

                                      F-25
<PAGE>

    monthly an estimate of the annual patronage dividend. The patronage dividend
    was $9,361,000, $9,334,000 and $8,838,000 for fiscal years 1999, 1998 and
    1997, respectively. The Company reflects this patronage dividend as a
    reduction of cost of sales in the consolidated statements of income (loss).
    At December 25, 1999, December 26, 1998 and December 27, 1997, accounts
    receivable includes approximately $6,715,000, $5,541,000 and $5,166,000,
    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 25, 1999, December 26, 1998 and December
    27, 1997.

    At December 25, 1999 and December 26, 1998, certain executives and other key
    employees of the Company held 123,538 and 55,978, respectively, stock
    options to purchase Holding Class A common stock. The outstanding stock
    options at December 25, 1999 have a weighted average contractual life of 4.7
    years and an exercise price of $35. Exercisable options equaled 14,438 for
    the fiscal years ended December 25, 1999 and December 26, 1998.

    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. Had compensation cost for
    such options been determined in accordance with the fair value method, the
    Company's 1999 net loss and 1998 net income would have been
    increased/decreased by $95,000 and $24,000, respectively. The effect on the
    Company's 1997 net loss was not material. The fair values of stock options
    on the date of grant were estimated using the Black-Scholes option pricing
    model with the following assumptions: (i) weighted average risk-free rate of
    5.5%, (ii) expected option life of 9 1/2 years and (iii) no dividends. Since
    the Company is not publicly traded, volatility was not applicable.

                                    ******

                                      F-26
<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.

                                      II-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.

                                      II-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.

                                      II-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.

4.34**    First Amendment dated as of November 12, 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.

4.35**    Subordinated Promissory Note dated November 12, 1999 between Big V
          Supermarkets, Inc. and Laurenti Marital Trust.

4.36**    Second Amendment dated as of March 2, 2000, 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

                                      II-4
<PAGE>

          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.

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.

                                      II-5
<PAGE>

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.

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.

                                      II-6
<PAGE>

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.

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

10.41     Promissory Note between Big V Holding Corp. and James A. Toopes, Jr.,
          dated December 28, 1998.

10.42     Employment and Non-Competition Agreement dated as of February 23, 1999
          between Mark S. Schwartz, Big V Holding Corp. and Big V Supermarkets,
          Inc.

10.43**   Promissory Note between Big V Holding Corp. and Mark S. Schwartz dated
          April 22, 1999.

10.44**   Agreement and Plan of Merger by and among ShopRite of Pennington,
          Inc., BVNJ Partnership, L.P., Big V Supermarkets, Inc., and the
          Stockholders of ShopRite of Pennington, Inc.

10.45**   Management Stock Subscription Agreement between Big V Holding Corp.
          and Mark S. Schwartz, dated February 23, 1999.

10.46**   Stock Pledge Agreement between Big V Holding Corp. and Mark S.
          Schwartz, dated February 23, 1999.

                                      II-7
<PAGE>

10.47**   Secured Promissory Note between Big V Holding Corp. and Mark S.
          Schwartz, dated February 23, 1999.

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

21.1      Subsidiaries of the Registrant.

27**      Financial Data Schedule
_________________

**        Included herein.

                                      II-8