<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

(Mark One)

/X/      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934
         FOR THE PERIOD ENDED JUNE 30, 1999
                              -------------

                                       OR

/ /      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934
         FOR THE TRANSITION PERIOD FROM __________ TO ____________


                        Commission File number    333-66221
                                              ------------------


<TABLE>
<CAPTION>

<S>                                                                  <C>
                   R.A.B. HOLDINGS, INC.                                              R.A.B. ENTERPRISES, INC.
-------------------------------------------------------------        -----------------------------------------------------------
(Exact name of registrant as specified in its charter)               (Exact name of registrant as specified in its charter)

                          DELAWARE                                                           DELAWARE
-------------------------------------------------------------       ------------------------------------------------------------
              (State or other jurisdiction of                                     (State or other jurisdiction of
               incorporation or organization)                                     incorporation or organization)

                         13-3893246                                                         13-3988873
-------------------------------------------------------------       ------------------------------------------------------------
            (I.R.S. Employer identification No.)                               (I.R.S. Employer identification No.)

444 Madison Avenue, New York, New York                                                                   10022
---------------------------------------------------------------------------------------------------------------------------
(Address of principal executive offices)                                                             (Zip Code)

Registrant's telephone number, including area code (212) 688-4500
                                                   --------------

                                       N/A
---------------------------------------------------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last report)
</TABLE>

         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
                                 -----       -----


<PAGE>

                     R.A.B. HOLDINGS, INC. AND SUBSIDIARIES
                     --------------------------------------
                    R.A.B. ENTERPRISES, INC. AND SUBSIDIARIES
                    -----------------------------------------

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                                             Page
                                                                                                            Number
<S>                                                                                                         <C>
PART I.     FINANCIAL INFORMATION

  Item 1.    Financial Statements

              Condensed Consolidated Balance Sheets - June 30, 1999 (Unaudited)
               and March 31, 1999                                                                             1

              Condensed Consolidated Statements of Operations - Three months ended
               June 30, 1999 and 1998 (Unaudited)                                                             2

              Condensed Consolidated Statements of Cash Flows - Three months ended
               June 30, 1999 and 1998 (Unaudited)                                                             3

              Notes to Condensed Consolidated Financial Statements (Unaudited)                               4-6

  Item 2.    Management's Discussion and Analysis of Financial Condition and
              Results of Operations                                                                          7-10

  Item 3.    Quantitative and Qualitative Disclosures About Market Risk                                      10

PART II.    OTHER INFORMATION

  Item 2.    Changes in Securities and Use of Proceeds                                                       11

  Item 6.    Exhibits and Reports on Form 8-K                                                                11

SIGNATURES                                                                                                   12
</TABLE>

<PAGE>

PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

R.A.B. HOLDINGS, INC. AND SUBSIDIARIES
R.A.B. ENTERPRISES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands except for share and per share data)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                       June 30, 1999                      March 31, 1999
                                                                ---------------------------------  ---------------------------------
                                                                  Holdings        Enterprises        Holdings        Enterprises
                                                                --------------  -----------------  -------------   -----------------
                               ASSETS                                    (Unaudited)

<S>                                                              <C>              <C>                <C>            <C>
Current assets:
    Cash                                                            $   1,428          $   1,334      $   2,088           $   2,078
    Accounts receivable                                                39,642             39,642         52,989              52,989
    Inventories                                                        65,817             65,817         62,061              62,061
    Restricted investments                                              3,001                  -          5,805                   -
    Other current assets                                                7,550              9,017         11,640               9,848
                                                                --------------  -----------------  -------------   -----------------
        Total current assets                                          117,438            115,810        134,583             126,976
                                                                --------------  -----------------  -------------   -----------------
Noncurrent assets:
    Restricted investments                                              3,124                  -          8,880                   -
    Other assets                                                       13,807             12,902         14,935              13,268
                                                                --------------  -----------------  -------------   -----------------
        Total noncurrent assets                                        16,931             12,902         23,815              13,268
Property, plant and equipment, net                                     37,377             37,377         38,467              38,467
Intangibles, net                                                       98,716             98,716        100,078             100,078
                                                                --------------  -----------------  -------------   -----------------

Total assets                                                        $ 270,462          $ 264,805      $ 296,943           $ 278,789
                                                                ==============  =================  =============   =================

                LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
    Current maturities of long-term debt                            $   1,455          $   1,455      $   1,291           $   1,291
    Accounts payable                                                   44,343             44,343         55,866              55,866
    Other current liabilities                                          20,705             18,217         26,138              23,437
                                                                --------------  -----------------  -------------   -----------------
        Total current liabilities                                      66,503             64,015         83,295              80,594
                                                                --------------  -----------------  -------------   -----------------
Noncurrent liabilities:
    Long-term debt                                                    163,713            138,713        182,758             134,758
    Other liabilities                                                  24,218             24,218         26,259              26,259
                                                                --------------  -----------------  -------------   -----------------
        Total noncurrent liabilities                                  187,931            162,931        209,017             161,017

Stockholders' equity:
    Preferred stock, $500 par value, 100,000 shares authorized,
      25,000 and 20,000 shares of Series A issued and
      outstanding at June 30, 1999 and March 31, 1999                  12,344                  -          9,906                   -
      1,000 shares of Series B issued and outstanding
      at June 30, 1999                                                    500                  -              -                   -
    Common stock, $.01 and $1.00 par value, 1,000,000 shares
      and 200 shares authorized, issued 104,100 shares and
      200 shares at June 30, 1999 and March 31, 1999                        1                  -              1                   -
    Additional paid-in capital                                            394             39,482            332              39,482
    Retained earnings (deficit)                                         2,581             (1,831)        (5,748)             (2,444)
    Accumulated other comprehensive income                                208                208            140                 140
                                                                --------------  -----------------  -------------   -----------------
        Total stockholders' equity                                     16,028             37,859          4,631              37,178
                                                                --------------  -----------------  -------------   -----------------

Total liabilities and stockholders' equity                          $ 270,462          $ 264,805      $ 296,943           $ 278,789
                                                                ==============  =================  =============   =================
</TABLE>

            See notes to Condensed Consolidated Financial Statements

                                      -1-

<PAGE>

R.A.B. HOLDINGS, INC. AND SUBSIDIARIES
R.A.B. ENTERPRISES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                                       Three Months Ended                 Three Months Ended
                                                                          June 30, 1999                     June 30, 1998
                                                                 --------------------------------  ---------------------------------
                                                                   Holdings        Enterprises       Holdings        Enterprises
                                                                 --------------  ----------------  -------------   -----------------
                                                                          (Unaudited)                       (Unaudited)

<S>                                                                <C>               <C>            <C>               <C>
Revenues                                                             $ 125,820         $ 125,774      $ 116,571           $ 116,571

Costs and expenses:
       Cost of sales                                                    97,878            97,878         88,915              88,915
       Selling                                                          11,370            11,370         11,994              11,994
       Distribution and warehousing                                      9,762             9,762          9,102               9,102
       General and administrative                                        5,912             5,909          5,935               5,935
       Amortization of intangibles                                         762               762            400                 400
                                                                 --------------  ----------------  -------------   -----------------

                   Total costs and expenses                            125,684           125,681        116,346             116,346
                                                                 --------------  ----------------  -------------   -----------------


Operating income                                                           136                93            225                 225

Interest expense, net                                                    4,714             3,918          3,863               2,973
                                                                 --------------  ----------------  -------------   -----------------


Loss before benefit for income taxes and
   extraordinary item                                                   (4,578)           (3,825)        (3,638)             (2,748)

Benefit for income taxes                                                (1,713)           (1,416)        (1,454)             (1,102)
                                                                 --------------  ----------------  -------------   -----------------


Loss before extraordinary item                                          (2,865)           (2,409)        (2,184)             (1,646)

Extraordinary gain on early extinguishment of debt,
       net of income taxes of $7.3 million and
       $2.0 million, respectively                                       11,194             3,022              -                   -
                                                                 --------------  ----------------  -------------   -----------------

Net income (loss)                                                    $   8,329         $     613      $  (2,184)          $  (1,646)
                                                                 ==============  ================  =============   =================
</TABLE>

            See notes to Condensed Consolidated Financial Statements

                                   -2-
<PAGE>

R.A.B. HOLDINGS, INC. AND SUBSIDIARIES
R.A.B. INTERPRISES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                     Three Months Ended                Three Months Ended
                                                                       June 30, 1999                     June 30, 1998
                                                               --------------------------------  --------------------------------
                                                                 Holdings       Enterprises        Holdings       Enterprises
                                                               -------------  -----------------  -------------  -----------------
                                                                      (Unaudited)                       (Unaudited)
<S>                                                             <C>             <C>                <C>            <C>
Cash flows from operating activities:
  Net income (loss)                                                 $   8,329          $     613     $   (2,184)        $   (1,646)
  Adjustments to reconcile net income (loss) to net
    cash (used in) provided by operating activities:
      Net gain on early extinguishment of debt                        (11,194)            (3,022)             -                  -
      Depreciation and amortization                                     2,327              2,289          1,861              1,834
  Changes in assets and liabilities:
      Accounts receivable                                              13,347             13,347          5,381              5,381
      Inventories                                                      (3,756)            (3,756)        (2,662)            (2,662)
      Accounts payable                                                (11,523)           (11,523)         5,792              5,792
      Other assets and liabilities                                     (9,378)            (7,008)          (127)              (640)
                                                                 -------------  -----------------  -------------  -----------------

Net cash (used in) provided by operating activities                   (11,848)            (9,060)         8,061              8,059
                                                                 -------------  -----------------  -------------  -----------------

Cash flows from investing activities:
  Purchase of The B. Manischewitz Company, LLC,
    net of cash acquired                                                    -                  -       (124,255)          (124,255)
  Acquisitions of plant and equipment                                  (1,237)            (1,237)          (941)              (941)
                                                                 -------------  -----------------  -------------  -----------------

Net cash used in investing activities                                  (1,237)            (1,237)      (125,196)          (125,196)
                                                                 -------------  -----------------  -------------  -----------------

Cash flows from financing activities:
  Proceeds from issuance and (repurchase of) long-term debt           (15,166)            (6,416)       168,000            120,000
  Payment of debt issuance costs                                            -                  -         (5,975)            (4,348)
  Funding of Interest Escrow Account                                        -                  -        (16,991)                 -
  Payments from Interest Escrow Account                                 8,622                  -              -                  -
  Borrowings (repayments) under Credit Agreement                       15,969             15,969        (27,789)           (27,789)
  Proceeds from issuance of preferred stock                             3,000                  -              -                  -
  Proceeds from issuance and
    (repurchase of) common stock                                            -                  -             (2)                 -
  Equity investment from Holdings                                           -                  -              -             29,382
                                                                 -------------  -----------------  -------------  -----------------

Net cash provided by financing activities                              12,425              9,553        117,243            117,245
                                                                 -------------  -----------------  -------------  -----------------

Net (decrease) increase in cash                                          (660)              (744)           108                108

Cash, beginning of period                                               2,088              2,078          2,623              2,623
                                                                 -------------  -----------------  -------------  -----------------

Cash, end of period                                                 $   1,428          $   1,334     $    2,731         $    2,731
                                                                 =============  =================  =============  =================

Supplemental disclosures of cash flow information:
  Cash paid during the period for:
    Interest                                                        $   9,772          $   6,843     $      499         $      499
    Income taxes                                                    $      46          $      46     $      745         $      745
</TABLE>

           See notes to Condensed Consolidated Financial Statements

                                      -3-
<PAGE>

                     R.A.B. HOLDINGS, INC. AND SUBSIDIARIES
                    R.A.B. ENTERPRISES, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
--------------------------------------------------------------------------------

NOTE A - Basis of Presentation
         ---------------------

The condensed consolidated financial statements include the accounts of R.A.B.
Holdings, Inc. ("Holdings") and its wholly-owned subsidiary, R.A.B. Enterprises,
Inc. ("Enterprises") and its wholly-owned subsidiaries (collectively, the
"Company"). Holdings is a holding company with no substantial assets or
operations other than its investment in Enterprises. Enterprises is a holding
company with no substantial assets or operations other than its investments in
Millbrook Distribution Services Inc. ("Millbrook") and The B. Manischewitz
Company, LLC ("Manischewitz").

These condensed consolidated financial statements should be read in conjunction
with the Company's consolidated financial statements as of March 31, 1999 and
1998 contained in the Company's Form 10-K filed with the Securities and Exchange
Commission.

On May 1, 1998, Enterprises acquired all of the outstanding interests of
Manischewitz for approximately $126.2 million through the issuance of $120
million Senior Notes due 2005 bearing interest at 10.5% ("10.5% Notes") and the
issuance by Holdings of $48 million Senior Notes due 2008 bearing interest at
13% ("13% Notes"). The 10.5% Notes are fully and unconditionally guaranteed on a
joint and several basis by Millbrook and Manischewitz. Accordingly, as the
combined financial statements of the subsidiaries guaranteeing the 10.5% Notes
are substantially equivalent to the consolidated financial statements of
Enterprises, no separate financial statements of Millbrook and Manischewitz are
presented since management has determined that such information is not material
to investors.

The 13% Notes pay interest for the first three years, semi-annually from an
interest escrow account which was established upon their issuance. The interest
escrow account consists of treasury securities which have been accounted for as
held to maturity and are classified on the condensed consolidated balance sheets
as Restricted investments. These Restricted investments, which mature November 1
and May 1 during each of the first three years the 13% Notes are outstanding,
may only be used to pay the semi-annual interest due.

The pro forma consolidated historical results, as if the Manischewitz business
had been acquired at the beginning of the period presented is as follows (in
thousands):

                                     Three Months Ended
                                       June 30, 1998
                                ---------------------------------
                                  Holdings           Enterprises
                                -------------     ---------------

Revenues                         $ 118,738            $ 118,738
Net loss                         $  (4,063)           $  (2,220)



                                      -4-

<PAGE>

                     R.A.B. HOLDINGS, INC. AND SUBSIDIARIES
                    R.A.B. ENTERPRISES, INC. AND SUBSIDIARIES

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                                   (Unaudited)
--------------------------------------------------------------------------------


NOTE A - Basis of Presentation (continued)
         ---------------------

All significant intercompany transactions and balances are eliminated in
consolidation. The results of operations for any interim period are not
necessarily indicative of the results to be expected for the full fiscal year.
In the opinion of management, the accompanying unaudited condensed consolidated
financial statements contain all adjustments necessary to present fairly the
financial position as of June 30, 1999, and the results of operations and cash
flows for the periods ended June 30, 1999 and 1998.

NOTE B - Inventories
         -----------

Inventories are valued at the lower of cost or market. Cost is determined by the
last-in, first-out ("LIFO") method. Inventories consisted of the following (in
thousands):


                                     June 30,          March 31,
                                      1999               1999
                                --------------     --------------
    Raw materials                $    1,076         $     1,219
    Finished goods                   64,741              60,842
                                --------------     --------------
                                 $   65,817         $    62,061
                                ==============     ==============


NOTE C - Related Party Transactions
         --------------------------

For the three month periods ended June 30, 1999 and 1998, the Company paid
$390,000 and $300,000, respectively, to an affiliated entity for management
fees, reasonable services provided and expenses incurred on its behalf.

NOTE D - Comprehensive Income
         --------------------

For the period ended June 30, 1999, Holdings' and Enterprises' comprehensive
income was $8,397,000 and $681,000, respectively.



                                      -5-

<PAGE>

                     R.A.B. HOLDINGS, INC. AND SUBSIDIARIES
                    R.A.B. ENTERPRISES, INC. AND SUBSIDIARIES

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Concluded)
                                   (Unaudited)
--------------------------------------------------------------------------------


NOTE E - Segment Reporting
         -----------------

The following information is presented in accordance with SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related Information", which
established standards for reporting information about operating segments in the
Company's interim financial statements.

<TABLE>
<CAPTION>

         For the three month
         period ended June 30,                             1999                               1998
         ---------------------                 -------------------------------    ------------------------------
                                                 Holdings         Enterprises       Holdings         Enterprises
                                                 --------         -----------       --------         -----------

<S>                                             <C>             <C>               <C>              <C>
         Revenues
           Millbrook .......................    $    120,761    $     120,761     $     112,636    $     112,636
           Manischewitz.....................           5,113            5,113             4,060            4,060
                                                ------------    -------------     -------------    -------------
             Total segment revenues.........         125,874          125,874           116,696          116,696
           Corporate items, principally
              the elimination of
              intercompany sales............             (54)            (100)             (125)            (125)
                                                ------------    -------------     -------------    -------------
                                                $    125,820    $     125,774     $     116,571    $     116,571
                                                ============    =============     =============    =============

         Operating income
           Millbrook .......................    $      1,674    $       1,674     $       1,882    $       1,882
           Manischewitz.....................             298              298               361              361
                                                ------------    -------------     -------------    -------------
             Total segment operating
               income.......................           1,972            1,972             2,243            2,243
           Corporate items and
               eliminations.................          (1,836)          (1,879)           (2,018)          (2,018)
                                                ------------    -------------     -------------    -------------
                                                $        136    $          93     $         225    $         225
                                                ============    =============     =============    =============
</TABLE>


NOTE F - Extraordinary Item - Early Extinguishment of Debt
         -------------------------------------------------

During the three month period ended June 30, 1999, Enterprises repurchased
approximately $11.9 million of its outstanding 10.5% Notes resulting in a gain
of approximately $3 million, net of income taxes of approximately $2 million. In
addition, the stockholders of Holdings purchased $3 million of additional
preferred stock to partially fund Holdings' repurchase of $23 million of its
outstanding 13% Notes resulting in a gain of approximately $8.2 million, net of
income taxes of approximately $5.3 million. These transactions were recorded as
extraordinary items.

                                      -6-

<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS

Revenues. Revenues for the three month period ended June 30, 1999 increased $9.2
million or 7.9% to $125.8 million, as compared to $116.6 million for the three
month period ended June 30, 1998. Revenues include Millbrook sales of $120.8
million and Manischewitz' sales of $5.1 million for the three month period ended
June 30, 1999, as compared to Millbrook's sales of $112.6 million and
Manischewitz' sales of $4.1 million for the three month period ended June 30,
1998. Intersegment sales, which are eliminated in consolidation, were ($0.1)
million for the three month periods ended June 30, 1999 and 1998, respectively.

Millbrook's revenues increased $8.2 million or 7.2%, as compared to the
comparable period of the prior year. This increase is principally due to the
addition of new customers and the growth of sales to existing customers.

Manischewitz' revenues increased $1.0 million or 25.9%, as compared to the
comparable period of the prior year. However, since Manischewitz was acquired on
May 1, 1998, the prior period revenues only represent two months of the
quarterly period. Had the comparable pre-acquisition period been included in the
three month period ended June 30, 1998, Manischewitz' revenues would have
decreased $1.1 million or (17.9%) to $5.1 million. This decline is principally
due to customer account changes in Manischewitz' northeast distributor network
resulting in a slower order rate during the transition period. Management
expects that this transition period will continue into the second quarter of
this fiscal year.

Gross Profit. Gross profit for the three month period ended June 30, 1999 was
$27.9 million, as compared to $27.6 million for the three month period ended
June 30, 1998, an increase of 0.9%. As a percentage of revenues, the gross
profit margin decreased to 22.2% for the three month period ended June 30, 1999,
as compared to 23.7% for the three month period ended June 30, 1998.

The increase in gross profit dollars and its impact on gross profit margin for
three month period is primarily due to:

(i)      the contribution of the incremental gross profit on Manischewitz' sales
         ($0.2 million or 0.0%). Had the comparable pre-acquisition period been
         included in the three month period ended June 30, 1998, Manischewitz'
         gross profit would have decreased $0.8 million or (30.4%) to $1.8
         million and its gross profit margin would have decreased from 39.6% to
         33.6%. This decline is principally due to the lower level of sales
         resulting in underabsorption of manufacturing overhead; and

(ii)     additional margin dollars associated with Millbrook's increased sales,
         substantially offset by reduced margins within the health and beauty
         care and general merchandise segments of our distribution business due
         to sustained competitive pressures and lower gross margin sales due to
         the growth of Millbrook's non-serviced customer base as a percentage of
         its total customer base ($0.2 million or (1.5%)).

Operating Expenses. Distribution and warehousing expenses for the three month
period ended June 30, 1999 were $9.8 million, as compared to $9.1 million for
the three month period ended June 30, 1998. This increase is principally due to
the reconfiguration of certain of Millbrook's distribution facilities to
accommodate the addition of new customers and the growth of existing customers,
as well as the additional transportation costs to service this business.

Selling, general and administrative expenses for the three month period ended
June 30, 1999 were $17.3 million, as compared to $17.9 million for the three
month period ended June 30, 1998. The $0.6 million decrease for the three month
period consists of:


                                   -7-
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS  (Continued)

Operating Expenses (Continued).

(i)      a $1.0 million or (6.0%) decrease from Millbrook's operations for the
         three month period ended June 30, 1999. This decrease primarily relates
         to reduced payroll and related costs associated with the growth of
         Millbrook's non-serviced customer base requiring lower overall
         headcount;

(ii)     a $0.4 million or 28.9% increase from Manischewitz' operations for the
         three month period ended June 30, 1999. Had the comparable
         pre-acquisition period been included in the three month period ended
         June 30, 1998, Manischewitz' selling, general and administrative
         expenses would have decreased $0.3 million or (14.3%). This decrease is
         primarily due to lower promotional sales program costs associated with
         Manischewitz' reduced revenues.

Amortization of intangibles was $0.8 million for the three month period ended
June 30, 1999, as compared to $0.4 million for the three month period ended June
30, 1998. This increase resulted from the comparable prior period including only
two months of amortization as Manischewitz was acquired on May 1, 1998 and the
finalization of the Company's allocation of intangibles in its March 31, 1999
fiscal year end financial statements.

Interest Expense. Interest expense for the three month period ended June 30,
1999 was $4.7 million (consisting of $0.8 million for Holdings and $3.9 million
for Enterprises), as compared to $3.9 million (consisting of $0.9 million for
Holdings and $3.0 million for Enterprises) for the three month period ended June
30, 1998. The increased interest expense is primarily attributable to the $168
million of Senior Notes which were sold in May 1998 to fund the acquisition of
Manischewitz and additional borrowings under the Company's Credit Agreement,
resulting in higher average debt outstanding.

Taxes. The benefit for income taxes for the three month period ended June 30,
1999 was $1.7 million (consisting of $0.3 million for Holdings and $1.4 million
for Enterprises), as compared to $1.5 million (consisting of $0.4 million for
Holdings and $1.1 million for Enterprises) for the three month period ended June
30, 1998. The change in benefit of ($0.1) million and $0.3 million for Holdings
and Enterprises, respectively, principally relates to the results of operations.

Extraordinary Item - Early Extinguishment of Debt. The extraordinary gain on
early extinguishment of debt for the three month period ended June 30, 1999 was
$11.2 million (consisting of $8.2 million, net of income taxes of $5.3 million
for Holdings and $3.0 million, net of income taxes of $2.0 million for
Enterprises). This gain resulted from Holdings' repurchase of $23.0 million of
its outstanding 13% Notes and Enterprises' repurchase of approximately $11.9
million of its outstanding 10.5% Notes.

Net Income (Loss). As a result of the foregoing, the net income for the three
month period ended June 30, 1999 was $8.3 million (consisting of $7.7 million
for Holdings and $0.6 million for Enterprises), as compared to a net loss of
$2.2 million (consisting of $0.6 million for Holdings and $1.6 million for
Enterprises) for the three month period ended June 30, 1998.

Impact of New Accounting Pronouncements. Statement of Financial Accounting
Standards ("SFAS") No. 133 "Accounting for Derivative Instruments and Hedging
Activities" was issued in June 1998 and, as amended, is effective for fiscal
years beginning after June 15, 2000. SFAS No. 133 requires the recognition of
all derivatives in the consolidated balance sheet as either assets or
liabilities measured at fair value. The Company will adopt SFAS No. 133 when it
becomes effective. The Company has not yet determined the impact SFAS No. 133
will have on its financial position or results of operations when such statement
is adopted.

                                      -8-

<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS  (Continued)

Financial Condition, Liquidity and Capital Resources

Operations for the three months ended June 30, 1999, excluding the net gain on
the early extinguishment of debt and non-cash charges for depreciation and
amortization, utilized cash of $0.5 million for Holdings and $0.1 million for
Enterprises, as compared to utilizing cash of $0.3 million for Holdings and
providing cash of $0.2 million for Enterprises, for the three months ended June
30, 1998. During the three month period ended June 30, 1999 and 1998, other
changes in assets and liabilities resulting from operating activities utilized
cash of $11.3 million for Holdings and $9.0 million for Enterprises and provided
cash of $8.4 million for Holdings and $7.9 million for Enterprises,
respectively, resulting in net cash used in operating activities of $11.8
million for Holdings and $9.1 million for Enterprises and net cash provided by
operating activities of $8.1 million for each of Holdings and Enterprises,
respectively.

Investing activities, which principally consisted of acquisitions of property
and equipment in both periods and the purchase of Manischewitz in the 1998
period, resulted in a use of cash of $1.2 million and $125.2 million for the
three month periods ended June 30, 1999 and 1998 for each of Holdings and
Enterprises, respectively.

During the three month period ended June 30, 1999, financing activities
principally consisted of the repurchase of $23 million of long-term debt for
$8.8 million by Holdings and $11.9 million of long-term debt for $6.4 million by
Enterprises, offset by $8.6 million of payments from the Interest Escrow Account
by Holdings; additional borrowings of $16.0 million under the Credit Agreement;
and $3 million of proceeds from the issuance of preferred stock by Holdings,
resulted in cash provided of $12.4 million for Holdings and $9.6 million for
Enterprises. During the three month period ended June 30, 1998, financing
activities, which principally consisted of the sale of $168.0 million of senior
notes, offset by debt issuance costs of $6.0 million, the funding of a $17.0
million interest escrow account and the repayment of borrowings under the Credit
Agreement of $27.8 million provided cash of $117.2 million for each of Holdings
and Enterprises.

As a result of the early extinguishment of debt during the three month period
ended June 30, 1999, Holdings' and Enterprises' annual interest expense was
reduced by $3.1 million and $0.7 million, respectively.

Year 2000

We utilize computer technologies throughout our business to effectively carry
out day-to-day operations. Computer technologies include both information
technology in the form of hardware and software, as well as embedded technology
in our facilities and equipment. Similar to most companies, as the year 2000
approaches we must determine if our systems are capable of properly recognizing
and processing date sensitive information. We are using a multiphased concurrent
approach to address the year 2000 project, which include the awareness,
assessment, remediation, validation and implementation phases. We have completed
the awareness and assessment phases of the project and are significantly
involved in the remediation phase. We are actively correcting and replacing
those systems which are not year 2000 ready to ensure our ability to continue to
meet the internal needs of our organization and the needs of our suppliers and
customers. As of June 30, 1999, we believe that all of Millbrook's critical
systems are year 2000 compliant. With respect to Manischewitz, the installation
of an upgraded software package is in process. We presently believe that the
completion of the Manischewitz upgrade and the ancillary systems at Millbrook,
representing the substantive remaining portions of our year 2000 project, will
be completed by September 30, 1999. This process includes the testing of
critical systems to ensure that the year 2000 readiness has been accomplished.
We currently believe we will be able to modify, replace or mitigate the affected
systems in time to avoid any material detrimental impact on operations.


                                      -9-

<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS (Concluded)

Year 2000 (Continued)

We estimate that the aggregate costs of the year 2000 project will be
approximately $1.25 million, including costs already incurred of approximately
$0.8 million through June 30, 1999. The anticipated impact and costs of the
project, as well as the date on which we expect to complete the project, are
based on management's best estimates using information currently available and
numerous assumptions about future events. However, there can be no guarantee
that these estimates will be achieved and actual results may differ materially
from those plans. Based upon our current estimates and information currently
available, we do not anticipate that the costs associated with this project will
have a material adverse effect on our consolidated financial position, results
of operations or cash flows in future periods.

We have contacted our significant suppliers, customers, and critical business
partners to determine the extent to which we may be vulnerable if these third
parties fail to remediate properly their own year 2000 issues. As the year 2000
approaches we have taken steps to monitor the progress made by these third
parties and intend to test critical system interfaces. We will develop
appropriate contingency plans if a significant exposure is identified relative
to dependencies on third parties systems. While we are not aware presently of
any such significant exposure, there can be no guarantee that the systems of
third parties will be converted in a timely manner. Since we rely on certain
other companies, a failure of these other companies to properly convert its
systems could have a material adverse effect on us.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Reference is made to Item 7a of the Company's Form 10-K for the year ended March
31, 1999 filed with the Securities and Exchange Commission.

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

The foregoing discussion in "Management's Discussion and Analysis of Financial
Condition and Results of Operations" contains "forward-looking" statements
within the meaning of Section 27A of the Securities Act of 1933, as amended and
Section 21E of the Securities Exchange Act of 1934, as amended. Additionally,
written materials issued and oral statements made from time to time by Holdings
and Enterprises may contain forward-looking statements. Forward-looking
statements can be identified by the fact that they do not relate strictly to
historical or current facts and by their use of words such as "goals",
"expects", "plans", "believes", "estimates", "forecasts", "projects", "intends"
and other words of similar meaning. Execution of business and acquisition
strategies, expansion of product lines and increase of distribution networks or
product sales are areas, among others, whose future success may be difficult to
predict. They are based on management's then-current information, assumptions,
plans, expectations, estimates and projections regarding the food and wholesale
distribution industries. However, such statements are not guarantees of future
performance, and actual results and outcomes may differ materially from what is
expressed depending on a variety of factors, many of which are outside of
Holdings' and Enterprises' control. Given theses uncertainties, current and
prospective investors are cautioned not to place undue reliance on such
forward-looking statements. We undertake no obligation to update or revise any
forward-looking statements or to publicly announce the result of any revisions
to any of the forward-looking statements herein to reflect future events or
developments.

Among the factors that could cause actual outcomes or results to differ
materially from what is expressed in these forward-looking statements are
changes in the demand for, supply of, and market prices of Holdings' and
Enterprises' products, the action of current and potential new competitors,
changes in technology and economic conditions.

                                      -10-

<PAGE>

PART II.  OTHER INFORMATION

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

(c) Sales of unregistered securities during the quarter. During the quarter
ended June 30, 1999, Holdings issued and sold 5,000 shares of its Series A
Preferred Stock for an aggregate consideration of $2,500,000 and 1,000 shares of
its Series B Preferred Stock for an aggregate consideration of $500,000. All of
these shares were sold to existing stockholders of Holdings. Each share is
convertible into shares of Common Stock of Holdings following an initial public
offering of its shares of Common Stock. These shares have not been registered
with the Securities and Exchange Commission in reliance on the exemption
provided in Section 4(2) of the Securities Act of 1933, as amended.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K:

             a.      Exhibits

                     27.1     Financial Data Schedule for R.A.B. Holdings, Inc.
                              for the three months ended June 30, 1999.
                     27.2     Financial Data Schedule for R.A.B. Enterprises,
                              Inc. for the three months ended June 30, 1999.

             b.      No reports were filed on Form 8-K during the quarter for
                     which this report is filed.


                                      -11-

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                                        R.A.B. HOLDINGS, INC.


August 20, 1999                                         /s/ Richard A. Bernstein
                                                        ------------------------
                                                        Richard A. Bernstein
                                                        Chairman

August 20, 1999                                         /s/ Steven M. Grossman
                                                        ----------------------
                                                        Steven M. Grossman
                                                        Chief Financial Officer


                                                        R.A.B. ENTERPRISES, INC.


August 20, 1999                                         /s/ Richard A. Bernstein
                                                        ------------------------
                                                        Richard A. Bernstein
                                                        Chairman

August 20, 1999                                         /s/ Steven M. Grossman
                                                        ----------------------
                                                        Steven M. Grossman
                                                        Chief Financial Officer