<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, 2003
                              -------------

                                       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)


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

         Indicate by check mark whether the  registrant  is an  accelerated  filer (as defined in Rule 12b-2 of the
         Exchange Act)         Yes                                     No       X
                                   ----------------                       --------------

         The registrant's common stock is not publicly held or publicly traded.
</TABLE>

<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, 2003 (Unaudited)
               and March 31, 2003                                                                             1

             Condensed Consolidated Statements of Operations - Three months ended
               June 30, 2003 and 2002 (Unaudited)                                                             2

             Condensed Consolidated Statements of Cash Flows - Three months ended
               June 30, 2003 and 2002 (Unaudited)                                                             3

             Notes to Condensed Consolidated Financial Statements (Unaudited)                               4-9


  Item 2.    Management's Discussion and Analysis of Financial Condition and
               Results of Operations                                                                      10-14

  Item 3.    Quantitative and Qualitative Disclosures About Market Risk                                      15

  Item 4.    Controls and Procedures                                                                         15

PART II. OTHER INFORMATION

  Item 6.    Exhibits and Reports on Form 8-K                                                                16

SIGNATURES                                                                                                   17

</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, 2003                    March 31, 2003
                                                                    -------------------------------  -------------------------------
                                                                      Holdings        Enterprises      Holdings        Enterprises
                                                                    --------------  ---------------  --------------   --------------
                               ASSETS                                        (Unaudited)
<S>                                                                 <C>             <C>              <C>              <C>
Current assets:
  Cash                                                                    $ 2,624          $ 2,602         $ 6,452          $ 6,444
  Accounts receivable, net                                                 26,117           26,117          38,352           38,352
  Inventories                                                              54,983           54,983          50,960           50,960
  Other current assets                                                      6,278           12,053           6,653           12,205
                                                                    --------------  ---------------  --------------   --------------
    Total current assets                                                   90,002           95,755         102,417          107,961
                                                                    --------------  ---------------  --------------   --------------

Other assets                                                                4,376            3,274           4,453            3,318
Property, plant and equipment, net                                         24,432           24,432          25,285           25,285
Goodwill                                                                   50,010           50,010          50,010           50,010
Intangibles, net                                                           39,962           39,962          39,962           39,962
                                                                    --------------  ---------------  --------------   --------------

Total assets                                                             $208,782         $213,433        $222,127         $226,536
                                                                    ==============  ===============  ==============   ==============

      LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY
Current liabilities:
  Accounts payable                                                       $ 33,401         $ 33,401        $ 34,347         $ 34,347
  Other current liabilities                                                20,088           21,166          22,288           22,944
                                                                    --------------  ---------------  --------------   --------------
    Total current liabilities                                              53,489           54,567          56,635           57,291
                                                                    --------------  ---------------  --------------   --------------
Noncurrent liabilities:
  Long-term debt                                                          158,743          132,928         165,327          140,340
  Deferred income taxes                                                    10,912           10,912          10,662           10,662
  Other liabilities                                                        17,825           17,825          17,874           17,874
                                                                    --------------  ---------------  --------------   --------------
    Total noncurrent liabilities                                          187,480          161,665         193,863          168,876
                                                                    --------------  ---------------  --------------   --------------
Stockholders' (deficit) equity:
  Preferred stock, $500 par value, 100,000 shares authorized,
    24,875 shares of Series A issued and outstanding                       12,344                -          12,344                -
    1,000 shares of Series B issued and outstanding                           500                -             500                -
  Common stock, $.01 and $1.00 par value, 1,000,000 shares
    and 200 shares authorized, issued 105,100 shares and
    200 shares                                                                  1                -               1                -
  Notes receivable from stock sales                                           (92)               -             (92)               -
  Additional paid-in capital                                                2,622           39,482           2,622           39,482
  Retained earnings (deficit)                                             (43,389)         (38,113)        (39,564)         (34,936)
  Accumulated other comprehensive loss                                     (4,168)          (4,168)         (4,177)          (4,177)
                                                                    --------------  ---------------  --------------   --------------
                                                                          (32,182)          (2,799)        (28,366)             369
  Less common stock in treasury - 4,600 shares                                  5                -               5                -
                                                                    --------------  ---------------  --------------   --------------
    Total stockholders' (deficit) equity                                  (32,187)          (2,799)        (28,371)             369
                                                                    --------------  ---------------  --------------   --------------

Total liabilities and stockholders' (deficit) equity                     $208,782         $213,433        $222,127         $226,536
                                                                    ==============  ===============  ==============   ==============
</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, 2003                   June 30, 2002
                                                                      -----------------------------   -----------------------------
                                                                        Holdings       Enterprises      Holdings      Enterprises
                                                                      -------------  --------------   -------------  --------------
                                                                                (Unaudited)                     (Unaudited)
<S>                                                                   <C>            <C>              <C>            <C>

Revenues                                                                  $114,906        $114,906        $131,222        $131,222

Costs and expenses:
       Cost of sales                                                        88,131          88,131         102,324         102,324
       Selling                                                               9,640           9,640          10,058          10,058
       Distribution and warehousing                                         10,501          10,501          11,699          11,699
       General and administrative                                            6,217           6,168           6,521           6,514
       Amortization of intangibles                                               -               -              43              43
       Debt modification costs                                                   -               -             500               -
                                                                      -------------  --------------   -------------  --------------

                   Total costs and expenses                                114,489         114,440         131,145         130,638
                                                                      -------------  --------------   -------------  --------------


Operating income                                                               417             466              77             584

Interest expense, net                                                        3,954           3,393           4,172           3,540
                                                                      -------------  --------------   -------------  --------------


Loss before provision for income taxes                                      (3,537)         (2,927)         (4,095)         (2,956)

Provision for income taxes                                                     288             250           4,098           3,631
                                                                      -------------  --------------   -------------  --------------

Loss before cumulative effect of change in
  accounting principle                                                      (3,825)         (3,177)         (8,193)         (6,587)

Cumulative effect of change in accounting principle                              -               -         (24,230)        (24,230)
                                                                      -------------  --------------   -------------  --------------

Net loss                                                                   $(3,825)       $ (3,177)      $ (32,423)       $(30,817)
                                                                      =============  ==============   =============  ==============
</TABLE>

      See notes to Condensed Consolidated Financial Statements

                                       -2-
<PAGE>

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

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                         Three Months Ended               Three Months Ended
                                                                            June 30, 2003                    June 30, 2002
                                                                   -------------------------------  -------------------------------
                                                                     Holdings         Enterprises     Holdings       Enterprises
                                                                   --------------   --------------  --------------  ---------------
                                                                              (Unaudited)                     (Unaudited)
<S>                                                                <C>              <C>             <C>             <C>

Cash flows from operating activities:
  Net loss                                                              $ (3,825)        $ (3,177)       $(32,423)        $(30,817)
  Adjustments to reconcile net loss to net
    cash provided by (used in) operating activities:
    Depreciation and amortization                                          1,390            1,278           1,623            1,547
    Modification of debt                                                       -                -             500                -
    Cumulative effect of change in accounting principle                        -                -          24,230           24,230
    Deferred income taxes                                                    250              250           4,098            3,631
  Changes in assets and liabilities:
    Accounts receivable                                                   12,235           12,235           8,810            8,810
    Inventories                                                           (4,023)          (4,023)         (6,300)          (6,300)
    Accounts payable                                                        (946)            (946)          3,417            3,417
    Other assets and liabilities                                          (1,361)          (1,911)         (1,872)          (2,861)
                                                                   --------------   --------------  --------------  ---------------

Net cash provided by operating activities                                  3,720            3,706           2,083            1,657
                                                                   --------------   --------------  --------------  ---------------

Cash flows from investing activities:
  Acquisitions of plant and equipment                                       (136)            (136)            (83)             (83)
                                                                   --------------   --------------  --------------  ---------------

Cash flows from financing activities:
  Payment of debt modification costs                                           -                -            (439)               -
  Repayments under Credit Agreement                                       (7,412)          (7,412)         (3,226)          (3,226)
                                                                   --------------   --------------  --------------  ---------------

Net cash used in financing activities                                     (7,412)          (7,412)         (3,665)          (3,226)
                                                                   --------------   --------------  --------------  ---------------

Net decrease in cash                                                      (3,692)          (3,706)         (1,582)          (1,569)

Cash, beginning of period                                                  6,452            6,444           4,526            4,456
                                                                   --------------   --------------  --------------  ---------------

Cash, end of period                                                      $ 2,760          $ 2,738         $ 2,944          $ 2,887
                                                                   ==============   ==============  ==============  ===============

Supplemental disclosures of cash flow information:
  Cash paid during the period for:
    Interest                                                             $ 5,247          $ 5,117         $ 5,427          $ 5,296
    Income taxes                                                         $     3          $     3         $     2          $     2
  Non-cash financing activities:
    Additional indebtedness due to deferred interest
      payment on 6% Senior Notes                                         $   757          $     -         $ 1,495          $     -
</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").

Millbrook is one of the nation's largest, independent value-added distributors
of specialty foods, health and beauty care products and general merchandise.
Manischewitz manufactures (i) processed kosher and other ethnic foods including,
among others, matzos, cake mixes, cookies, soups, noodles and processed fish
products under its Manischewitz(R) brand; (ii) canned fish, vegetables and other
specialty food products under its Season(R) brand; and (iii) organic baked
tortilla chips, bean dips, salsas and other specialty food products under its
Guiltless Gourmet(R) brand.

These condensed consolidated financial statements should be read in conjunction
with the Company's consolidated financial statements as of March 31, 2003 and
2002 contained in the Company's Form 10-K filed with the Securities and Exchange
Commission. The information related to March 31, 2003 contained herein has been
derived from the Company's audited consolidated financial statements. Certain
reclassifications have been made in the prior year financial statements to
conform with the current year presentation.

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 (consisting only of recurring
adjustments) necessary to present fairly the financial position of the Company
as of June 30, 2003, and the results of operations and cash flows for the
periods ended June 30, 2003 and 2002.

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,
                               2003                 2003
                         -----------------    -----------------
Raw materials                    $  1,630             $  1,849
Finished goods                     53,353               49,111
                         -----------------    -----------------
                                 $ 54,983             $ 50,960
                         =================    =================

                                      -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 C - Intangibles

Effective April 1, 2002, the Company adopted Statement of Financial Accounting
Standards ("SFAS") No. 142 "Goodwill and Other Intangible Assets". Under this
standard, goodwill and intangibles with indefinite useful lives, including
trademarks and tradenames are no longer systematically amortized. Instead, they
are reviewed for impairment and written down and charged to results of
operations when their carrying amount exceeds their estimated fair values.
Amortization expense for the three month period ended June 30, 2002 was
approximately $43,000 representing the amortization of the remaining net book
value of identified intangibles (accumulated amortization was $2,038,000 at June
30, 2002) still required to be amortized under SFAS No. 142.

With the assistance of an independent professional appraisal firm, the Company
performed impairment tests on the excess of cost over net assets acquired
("goodwill") and intangibles. The previous method for determining impairment
prescribed by SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to be Disposed Of," utilized an undiscounted cash flow
approach for the impairment assessment, while SFAS No. 142 utilizes a fair value
approach. The Company has two reporting units (Millbrook and Manischewitz) with
goodwill and intangibles, which also represent the Company's reporting segments.
Goodwill and intangibles were reviewed for impairment at the level of each
reporting unit. This review indicated that the goodwill recorded at the
Company's Manischewitz subsidiary was impaired as the carrying value of the
subsidiary was in excess of its estimated fair value. In determining the amount
of the goodwill writedown, SFAS No. 142 requires an allocation of the estimated
fair value to Manischewitz' net assets. This allocation resulted in a
significant increase in the value of the subsidiary's trademarks and tradenames,
which under the provisions of SFAS No. 142 may not be written up from their
historical carrying value. Since the allocation process utilizes the increased
value of the trademarks and tradenames in arriving at the remaining amount of
goodwill to be compared to the historical carrying value of goodwill, the amount
of the goodwill writedown is increased. As a result, the Company recorded a
$24.2 million non-cash charge as a cumulative effect of a change in accounting
principle for the writedown of goodwill to its estimated fair value during the
three month period ended June 30, 2002. The goodwill writedown was not
deductible for income taxes and, as a result, no income tax benefit was recorded
in relation to the charge.

The cumulative impact of adopting this change in accounting principle is
reflected in the accompanying statement of operations, but does not affect the
Company's operations and has no impact on its cash flows. The provisions of SFAS
No. 142 require an annual assessment of goodwill and intangibles to determine
any possible future impairment. The Company elected to perform this annual
assessment as of March 31 of each year. As of March 31, 2003, the Company's
annual assessment of each reporting unit indicated that goodwill and intangibles
were not impaired.


                                      -5-
<PAGE>

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

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

NOTE C - Intangibles (Continued)

The effect of adopting the new standard on net loss for the three month periods
ended June 30, 2003 and 2002 is as follows (in thousands):

<TABLE>
<CAPTION>

                                                                   2003                             2002
                                                     -------------------------------   -------------------------------
                                                         Holdings      Enterprises        Holdings       Enterprises
                                                     ---------------  --------------   --------------  ---------------
<S>                                                  <C>              <C>              <C>             <C>

Net Loss                                                   $ (3,825)       $ (3,177)       $ (32,423)       $ (30,817)
Less: cumulative effect of change in
  accounting principle                                            -               -           24,230           24,230
                                                     ---------------  --------------   --------------  ---------------

Net Loss, excluding cumulative effect of
  change in accounting principle                             (3,825)         (3,177)          (8,193)          (6,587)
Add: valuation allowances recorded as a
  result of SFAS No. 142                                      1,348           1,186            5,697            5,022
                                                     ---------------  --------------   --------------  ---------------

Net Loss, excluding cumulative effect of
  change in accounting principle and
  valuation allowances                                     $ (2,477)       $ (1,991)        $ (2,496)        $ (1,565)
                                                     ===============  ==============   ==============  ===============
</TABLE>


NOTE D - Related Party Transactions

For each of the three month periods ended June 30, 2003 and 2002, the Company
paid $510,000 to P&E Properties, Inc., an affiliated entity of which the
Company's Chairman and Chief Executive Officer is the sole shareholder, for
management fees, services provided and expenses incurred on the Company's
behalf.

NOTE E - Income Taxes

The provision for income taxes for the three month periods ended June 30, 2003
and 2002 consisted of the following (in thousands):

<TABLE>
<CAPTION>
                                                                   2003                             2002
                                                     -------------------------------   -------------------------------
                                                        Holdings       Enterprises       Holdings       Enterprises
                                                     ---------------  --------------   --------------  ---------------
<S>                                                  <C>              <C>              <C>             <C>
Income Tax Benefit                                         $ (1,060)         $ (936)        $ (1,399)        $ (1,191)

Valuation Allowances recorded as a
  result of SFAS No. 142:
    Valuation Allowance related to continuing
      operations for the three months ended
      June 30, 2003 and 2002                                  1,348           1,186            1,399            1,191
    Additional Valuation Allowance resulting
      from deferred tax assets in excess
      of deferred tax liabilities, excluding
      identified intangibles                                      -               -            4,098            3,631
                                                     ---------------  --------------   --------------  ---------------

 Provision for Income Taxes                                   $ 288           $ 250          $ 4,098          $ 3,631
                                                     ===============  ==============   ==============  ===============
</TABLE>

                                      -6-
<PAGE>

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

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

NOTE E - Income Taxes  (Continued)

SFAS No. 109, "Accounting for Income Taxes", requires that deferred tax assets
be reduced by a valuation allowance, if based on available evidence, it is more
likely than not that the deferred tax assets will not be realized. Under
generally accepted accounting principles, available evidence includes the
reversal of existing taxable temporary differences. As of March 31, 2003,
Holdings and Enterprises had net deferred tax liabilities before the impact of
SFAS No. 142 of approximately $2.9 million and $4.3 million, respectively; each
including a deferred tax liability for taxable temporary differences resulting
from different amortization periods for identified intangibles of approximately
$10.7 million.

With the adoption of SFAS No. 142 in the first quarter of fiscal 2003, the
Company can no longer amortize tax deductible goodwill and indefinite-lived
intangible assets for financial reporting purposes. Therefore, the deferred tax
liability related to the taxable temporary differences resulting from different
amortization periods for identified intangibles will not reverse unless the
underlying assets are sold or an impairment is recognized for tax purposes.
Without this deferred tax liability, Holdings and Enterprises would have had net
deferred tax assets of approximately $7.8 million and $6.4 million,
respectively, as of March 31, 2003.

Historically, the Company did not need a valuation allowance (with the exception
of Holdings' state tax loss carryforwards) for the portion of the tax effect of
net operating losses equal to the amount of tax-deductible amortization of
identified intangibles expected to occur during the carryforward period of the
net operating losses based upon the timing of the reversal of other temporary
differences. As a result of the adoption of SFAS No. 142, the reversal will
probably not occur during the carryforward period of the net operating losses.
For the three month periods ended June 30, 2003 and 2002, Holdings and
Enterprises recorded non-cash deferred income tax expense of approximately $1.3
million and $1.2 million and approximately $5.5 million and $4.8 million,
respectively, which would not have been required prior to SFAS No. 142.

NOTE F - Comprehensive Loss

For the three month periods ended June 30, 2003 and 2002, Holdings' and
Enterprises' comprehensive loss was ($3,816,000) and ($3,168,000) and
($32,420,000) and ($30,814,000), respectively.


                                      -7-
<PAGE>

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

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

NOTE G - 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 periods ended June 30,                    2003                       2002
------------------------------------------          -------------------------   -----------------------
(in thousands)                                        Holdings    Enterprises    Holdings   Enterprises
                                                    -----------   -----------   ----------  -----------
<S>                                                 <C>           <C>           <C>         <C>

Revenues
     Millbrook ......................                $ 108,741    $ 108,741    $ 124,789    $ 124,789
     Manischewitz ...................                    7,839        7,839        7,573        7,573
                                                     ---------    ---------    ---------    ---------
        Total segment revenues ......                  116,580      116,580      132,362      132,362
     Corporate items, principally
       the elimination of
       intercompany sales ...........                   (1,674)      (1,674)      (1,140)      (1,140)
                                                     ---------    ---------    ---------    ---------
                                                     $ 114,906    $ 114,906    $ 131,222    $ 131,222
                                                     =========    =========    =========    =========

Operating income
     Millbrook ......................                $   1,907    $   1,907    $   2,152    $   2,152
     Manischewitz ...................                      326          326          279          279
                                                     ---------    ---------    ---------    ---------
        Total segment operating
            income ..................                    2,233        2,233        2,431        2,431
     Corporate items and
        eliminations ................                   (1,816)      (1,767)      (2,354)      (1,847)
                                                     ---------    ---------    ---------    ---------
                                                     $     417    $     466    $      77    $     584
                                                     =========    =========    =========    =========

Identifiable assets
     Millbrook ......................                $  87,677    $  87,677    $ 104,567    $ 104,567
     Manischewitz ...................                   30,350       30,350       32,463       32,463
                                                     ---------    ---------    ---------    ---------
        Total segment assets ........                  118,027      118,027      137,030      137,030
     Corporate items, principally
        intangibles not allocated
        to segments .................                   90,755       95,406       95,872       92,313
                                                     ---------    ---------    ---------    ---------
                                                     $ 208,782    $ 213,433    $ 232,902    $ 229,343
                                                     =========    =========    =========    =========
</TABLE>

                                      -8-
<PAGE>

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

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

NOTE H - Debt Modification Costs

Effective May 1, 2002, Holdings amended the indenture underlying 92% ($23.0
million) of its 13% Notes outstanding. The amendment (i) reduced the interest
rate to 6% per annum, (ii) extended their maturity date from May 1, 2008 to May
1, 2010 and (iii) increased the aggregate outstanding principal by approximately
$1.5 million, representing the deferral of the May 2002 interest payment.
Holders of these Notes received warrants granting them the right to purchase up
to approximately 5% of the Company's common stock. The Company, at its option,
may defer the payment of cash interest on the 6% Notes for ten semi-annual
interest payment dates through May 1, 2007. The changes contained in the
amendment constitute a material modification of the indenture requiring the
historical deferred debt issuance costs to be written off. Accordingly, debt
issuance costs of $0.5 million were written off and reported as a component of
operating income in the accompanying statement of operations during the three
month period ended June 30, 2002. The income tax benefit of $0.2 million related
to the debt issuance costs was offset by a valuation allowance required by the
adoption of SFAS No. 142, as described in Note E - Income Taxes. On November 1,
2002 and May 1, 2003, the Company elected to defer the cash payment of interest
on its 6% Notes.

NOTE I - New Accounting Pronouncements

SFAS No. 145 "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB
Statement No. 13, and Technical Corrections" was issued in April 2002 and is
effective for fiscal years beginning after May 15, 2002. SFAS No. 145 eliminates
the requirement to classify gains and losses from the extinguishment of debt as
extraordinary, requires certain lease modifications to be treated the same as a
sale-leaseback transaction and makes other non-substantive technical corrections
to existing pronouncements. Effective April 1, 2003, the Company adopted SFAS
No. 145. As a result, the Company reclassified $500,000 of debt modification
costs to operating expense in its condensed consolidated statement of operations
for the three months ended June 30, 2002.

SFAS No. 149 "Amendment of Statement 133 on Derivative Instruments and Hedging
Activities" was issued in April 2003 and is effective for contracts entered into
or modified after June 30, 2003 and for hedging relationships designated after
that date. SFAS No. 149 amends and clarifies accounting for derivative
instruments, including certain derivative instruments embedded in other
contracts, and hedging activities under SFAS No. 133. The adoption of SFAS No.
149 will not have any impact on our financial position or overall trends in
results of operations.

SFAS No. 150 "Accounting for Certain Financial Instruments with Characteristics
of both Liabilities and Equity" was issued in May 2003 and is effective for
instruments entered into or modified after May 15, 2003. SFAS No. 150 requires
that certain financial instruments including mandatorily redeemable instruments
and forward purchase contracts be reported as liabilities by their issuers. The
adoption of SFAS No. 150 did not have any impact on our financial position or
overall trends in results of operations.

                                      -9-
<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, 2003 decreased
$16.3 million or 12.4% to $114.9 million as compared to $131.2 million for the
three month period ended June 30, 2002. Revenues include:

         (i)      Millbrook's revenues of $108.7 million for the three month
                  period ended June 30, 2003 as compared to $124.8 million for
                  the three month period ended June 30, 2002;

         (ii)     Manischewitz' revenues of $7.8 million for the three month
                  period ended June 30, 2003 as compared to $7.6 million for the
                  three month period ended June 30, 2002; and

         (iii)    intersegment sales, which are eliminated in consolidation, of
                  ($1.6) million for the three month period ended June 30, 2003
                  as compared to ($1.2) million for the three month period ended
                  June 30, 2002.

Millbrook's revenue decreased $16.1 million or 12.9% for the three month period
ended June 30, 2003 as compared to the comparable period of the prior year.
The decrease in revenues for the three month period is principally due to
decreased sales resulting from customer bankruptcies and a decision made by a
former customer in the beginning of fiscal 2002 to phase out its purchases from
Millbrook as it moved to self-distribution. Customer bankruptcies include the
closure of Ames Department Stores ("Ames") in August, 2002. The three month
period ended June 30, 2003 represents the final negative sales comparison with
respect to the former customer's self-distribution decision.

Manischewitz' revenues increased $0.2 million or 3.5% for the three month period
ended June 30, 2003 as compared to the comparable period of the prior year. The
increase in revenues for the three month period is principally due to increased
sales of Manischewitz brand products ($1.3 million) resulting from the
conclusion of the Passover holiday in April 2003, new product introductions and
product packaging innovation. The Manischewitz brand increase was substantially
offset by lower sales of Guiltless Gourmet ($0.6 million) and Season ($0.5
million) brand products resulting from competitive pressures and reduced
promotional selling periods.

Gross Profit. Gross profit for the three month period ended June 30, 2003 was
$26.8 million as compared to $28.9 million for the three month period ended June
30, 2002, a decrease of $2.1 million or 7.3%. As a percentage of revenues, the
gross profit margin was 23.3% for the three month period ended June 30, 2003 as
compared to 22.0% for the three month period ended June 30, 2002.

The decrease in gross profit dollars and the increase in gross profit margin is
primarily due to the following:

         (i)      decreased gross profit dollars associated with Millbrook's
                  lower revenues ($2.3 million) and increased gross profit
                  margin (1.1%) resulting from the shift in Millbrook's customer
                  base from non-serviced to serviced customers and a shift in
                  product mix from lower margin health and beauty care products
                  to higher margin specialty food products; partially offset by

         (ii)     increased gross profit dollars associated with Manischewitz'
                  higher revenues ($0.2 million) and increased gross profit
                  margin (0.2%) due to improved utilization of Manischewitz'
                  manufacturing facilities resulting in higher absorption of
                  manufacturing overhead.

                                      -10-
<PAGE>

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

Operating Expenses. Distribution and warehousing expenses for the three month
period ended June 30, 2003 were $10.5 million, as compared to $11.7 million for
the three month period ended June 30, 2002. As a percentage of revenues,
distribution and warehousing expenses increased to 9.1% for the three month
period ended June 30, 2003 as compared to 8.9% in the comparable period of the
prior year. Distribution and warehousing costs for the three month period were
impacted by the following:

         (i)      lower warehousing and distribution headcount directly related
                  to the loss of Ames during fiscal 2003 and additional
                  headcount reductions realized from the implementation of a
                  cost reduction program which more efficiently deployed
                  warehouse personnel; and

         (ii)     lower transportation costs realized from the implementation of
                  a cost reduction program which achieved more efficient routing
                  and enhanced utilization of Millbrook's truck fleet.

Selling, general and administrative expenses for the three month period ended
June 30, 2003 were $15.9 million, as compared to $16.6 million for the three
month period ended June 30, 2002. As a percentage of revenues, selling, general
and administrative expenses increased to 13.8% for the three month period ended
June 30, 2003 as compared to 12.6% for the comparable period of the prior year.
The decrease in selling, general and administrative expenses for the three month
period is principally due to the following:

         (i)      lower headcount in Millbrook's salesforce due to reductions
                  made during the year ended March 31, 2003 directly related to
                  customer losses; and

         (ii)     lower headcount in Millbrook's selling, general and
                  administrative functions realized from the implementation of a
                  cost reduction program which streamlined Millbrook's
                  workforce.

Amortization of intangibles for the three month period ended June 30, 2002 was
approximately $43,000. The Company adopted SFAS No. 142, which provides that
only intangible assets with definite lives continue to be amortized. As of June
30, 2002, the Company did not have any remaining unamortized intangible assets
with definite lives.

Effective May 1, 2002, Holdings amended the indenture underlying 92% ($23.0
million) of its 13% Notes outstanding. The amendment (i) reduced the interest
rate to 6% per annum, (ii) extended their maturity date from May 1, 2008 to May
1, 2010 and (iii) increased the aggregate outstanding principal by approximately
$1.5 million, representing the deferral of the May 2002 interest payment.
Holders of these Notes received warrants granting them the right to purchase up
to approximately 5% of the Company's common stock. The Company, at its option,
may defer the payment of cash interest on the 6% Notes for ten semi-annual
interest payment dates through May 1, 2007. The changes contained in the
amendment constitute a material modification of the indenture requiring the
historical deferred debt issuance costs to be written off. Accordingly, debt
issuance costs of $0.5 million were written off and reported as a component of
operating income in the accompanying statement of operations during the three
month period ended June 30, 2002. The income tax benefit of $0.2 million related
to the debt issuance costs was offset by a valuation allowance required by the
adoption of SFAS No. 142.

Interest Expense. Interest expense for the three month period ended June 30,
2003 was $4.0 million (consisting of $0.6 million for Holdings and $3.4 million
for Enterprises, respectively) as compared to $4.2 million (consisting of $0.7
million for Holdings and $3.5 million for Enterprises, respectively) for the
three month period ended June 30, 2002. The decrease in interest expense is
primarily attributable to lower interest rates on lower levels of debt
outstanding under the Company's Credit Agreement and the amendment by Holdings
of the indenture underlying 92% ($23.0 million) of its 13% Notes outstanding.

                                      -11-
<PAGE>

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

Taxes. The provision for income taxes for the three month period ended June 30,
2003 was $0.3 million for each of Holdings and Enterprises as compared to $4.1
million for Holdings and $3.6 million for Enterprises for the three month period
ended June 30, 2002. Historically, the Company did not need a valuation
allowance (with the exception of Holdings' state tax loss carryforwards) for the
portion of the tax effect of net operating losses equal to the amount of
tax-deductible amortization of identified intangibles expected to occur during
the carryforward period of the net operating losses based upon the timing of the
reversal of other temporary differences. As a result of the adoption of SFAS No.
142, the reversal will probably not occur during the carryforward period of the
net operating losses. For the three month period ended June 30, 2003 and 2002,
Holdings and Enterprises recorded non-cash deferred income tax expense of
approximately $1.3 million and $1.2 million and approximately $5.5 million and
$4.8 million, respectively, which would not have been required prior to SFAS No.
142.

Cumulative Effect of Change in Accounting Principle. Effective April 1, 2002,
the Company adopted SFAS No. 142 "Goodwill and Other Intangible Assets". Under
this standard, goodwill and intangibles with indefinite useful lives, including
trademarks and tradenames are no longer systematically amortized. Instead, they
are reviewed for impairment and written down and charged to results of
operations when their carrying amount exceeds their estimated fair values. With
the assistance of an independent professional appraisal firm, the Company
performed impairment tests on the excess of cost over net assets acquired
("goodwill") and intangibles. The previous method for determining impairment
prescribed by SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to be Disposed Of," utilized an undiscounted cash flow
approach for the impairment assessment, while SFAS No. 142 utilizes a fair value
approach. The Company has two reporting units (Millbrook and Manischewitz) with
goodwill and intangibles, which also represent the Company's reporting segments.
Goodwill and intangibles were reviewed for impairment at the level of each
reporting unit. This review indicated that the goodwill recorded at the
Company's Manischewitz subsidiary was impaired as the carrying value of the
subsidiary was in excess of its estimated fair value. In determining the amount
of the goodwill writedown, SFAS No. 142 requires an allocation of the estimated
fair value to Manischewitz' net assets. This allocation resulted in a
significant increase in the value of the subsidiary's trademarks and tradenames,
which under the provisions of SFAS No. 142 may not be written up from their
historical carrying value. Since the allocation process utilizes the increased
value of the trademarks and tradenames in arriving at the remaining amount of
goodwill to be compared to the historical carrying value of goodwill, the amount
of goodwill writedown is increased. As a result, the Company recorded a $24.2
million non-cash charge as a cumulative effect of a change in accounting
principle for the writedown of goodwill to its estimated fair value during the
three month period ended June 30, 2002. The goodwill writedown was not
deductible for income taxes and, as a result, no income tax benefit was recorded
in relation to the charge.

Net Income (Loss). As a result of the foregoing, the net loss for the three
month period ended June 30, 2003 was $3.8 million for Holdings and $3.2 million
for Enterprises as compared to $32.4 million for Holdings and $30.8 million for
Enterprises for the three month period ended June 30, 2002.

Impact of New Accounting Pronouncements. SFAS No. 145 "Rescission of FASB
Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections" was issued in April 2002 and is effective for fiscal years
beginning after May 15, 2002. SFAS No. 145 eliminates the requirement to
classify gains and losses from the extinguishment of debt as extraordinary,
requires certain lease modifications to be treated the same as a sale-leaseback
transaction and makes other non-substantive technical corrections to existing
pronouncements. Effective April 1, 2003, the Company adopted SFAS No. 145. As a
result, the Company reclassified $500,000 of debt modification costs to
operating expense in its condensed consolidated statement of operations for the
three months ended June 30, 2002.

                                      -12-
<PAGE>

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

Impact of New Accounting Pronouncements (Continued). SFAS No. 149 "Amendment of
Statement 133 on Derivative Instruments and Hedging Activities" was issued in
April 2003 and is effective for contracts entered into or modified after June
30, 2003 and for hedging relationships designated after that date. SFAS No. 149
amends and clarifies accounting for derivative instruments, including certain
derivative instruments embedded in other contracts, and hedging activities under
SFAS No. 133. The adoption of SFAS No. 149 will not have any impact on our
financial position or overall trends in results of operations.

SFAS No. 150 "Accounting for Certain Financial Instruments with Characteristics
of both Liabilities and Equity" was issued in May 2003 and is effective for
instruments entered into or modified after May 15, 2003. SFAS No. 150 requires
that certain financial instruments including mandatorily redeemable instruments
and forward purchase contracts be reported as liabilities by their issuers. The
adoption of SFAS No. 150 did not have any impact on our financial position or
overall trends in results of operations.

Financial Condition, Liquidity and Capital Resources

Operations for the three months ended June 30, 2003, excluding non-cash charges
for depreciation and amortization and deferred income taxes, utilized cash of
$2.2 million for Holdings and $1.7 million for Enterprises. Operations for the
three months ended June 30, 2002, excluding non-cash charges for depreciation
and amortization, modification of debt at Holdings, cumulative effect of a
change in accounting principle and deferred income taxes, utilized cash of $2.0
million for Holdings and $1.4 million for Enterprises. During the three month
period ended June 30, 2003, other changes in assets and liabilities resulting
from operating activities provided cash of $5.9 million for Holdings and $5.4
million for Enterprises as compared to $4.1 million for Holdings and $3.1
million for Enterprises for the three month period ended June 30, 2002,
resulting in net cash provided by operating activities of $3.7 million for each
of Holdings and Enterprises and $2.1 million for Holdings and $1.7 million for
Enterprises, respectively.

Investing activities, which principally consisted of the acquisitions of plant
and equipment resulted in a use of cash of $0.1 million for each of the three
month periods ended June 30, 2003 and 2002 for each of Holdings and Enterprises,
respectively.

During the three month period ended June 30, 2003, financing activities, which
principally consisted of repayments under the Credit Agreement utilized cash of
$7.4 million for each of Holdings and Enterprises. During the three month period
ended June 30, 2002, financing activities, which principally consisted of
repayments under the Credit Agreement and the payment of debt modification costs
by Holdings, utilized cash of $3.7 million for Holdings and $3.2 million for
Enterprises.

At June 30, 2003, the Company's balance sheet includes a $10.9 million deferred
income tax liability related to the taxable temporary differences caused by
different amortization periods for identified intangibles. With the adoption of
SFAS No. 142, the Company's tax deductible goodwill and indefinite-lived
intangible assets are no longer amortized for financial reporting purposes.
Therefore, this deferred income tax liability will not reverse and become
payable unless the underlying assets are sold or a tax impairment is recorded.

                                      -13-
<PAGE>

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

Financial Condition, Liquidity and Capital Resources (Continued)

The primary sources of liquidity for Holdings and Enterprises are the cash flows
from the operations of Millbrook and Manischewitz and borrowings under the
Company's Credit Agreement. At June 30, 2003, Millbrook and Manischewitz had
approximately $2.6 million of cash and approximately $13.4 million of available
borrowing capacity under the Credit Agreement. The Company is currently in
compliance with the covenants contained in the Credit Agreement and the
indentures relating to its senior notes. The Company's Credit Agreement expires
October 28, 2004. It is management's belief that it will either negotiate an
extension to its current facility or enter into a new facility on terms
acceptable to the Company, although there can be no assurance that such
extension or new facility will be completed. Absent the completion of an
extension or new facility, the Company's outstanding borrowings under its
current facility would be classified as a current liability in its condensed
consolidated balance sheet as of December 31, 2003.

From a distribution perspective, Millbrook's business continues to be impacted
by the instability of the U.S. supermarket industry, the financial condition of
its customers and changes in the competitive landscape as a number of grocery
and wholesale distribution companies are no longer in existence. The Company
expects some further revenue decline during fiscal 2004, absent new customer
growth or expanded distribution to existing customers. Millbrook continues to
focus its strategy on expanding the specialty food category while taking
advantage of market opportunities in its health and beauty care and general
merchandise categories. Management continues to believe in its overall strategy.
Further, Millbrook's management effectively implemented a number of cost
reduction programs during fiscal 2003 which have reduced its operating costs in
order to address and react to the demands of its changing markets. From a
branded food products perspective, Manischewitz' operations (principally
consisting of its Manischewitz, Season and Guiltless Gourmet brands) are
impacted by the amount of retail space devoted to its products and the consumer
acceptance of those products. Although there can be no assurance, Holdings and
Enterprises believe that its operating cash flows and borrowings under its
Credit Agreement will be sufficient to meet its obligations and remain in
compliance with its covenants. The ability of Holdings and Enterprises to meet
those obligations and maintain compliance will depend on a number of factors,
including those discussed above, general economic conditions and other factors
beyond Holdings' and Enterprises' control.


                                      -14-
<PAGE>

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, 2003 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 these 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 financial condition of customers, the action of
current and potential new competitors, the continuing instability of the U.S.
supermarket industry, changes in technology and economic conditions.

ITEM 4.  CONTROLS AND PROCEDURES

The Company maintains disclosure controls and procedures that are designed to
ensure (i) that information required to be disclosed in the reports filed or
submitted under the Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized, and reported within the time periods specified in the
Securities and Exchange Commission's ("SEC") rules and regulations, and (ii)
that this information is accumulated and communicated to management, including
the Chief Executive Officer and Chief Financial Officer, as appropriate, to
allow timely decisions regarding required disclosure. In June 2003, under the
supervision and review of the Chief Executive Officer and Chief Financial
Officer, an evaluation of the effectiveness of the Company's disclosure controls
and procedures was conducted. Based on that evaluation, the Chief Executive
Officer and Chief Financial Officer have concluded that disclosure controls and
procedures are effective in alerting them in a timely manner to material
information regarding the Company (including its consolidated subsidiaries) that
is required to be included in the Company's periodic reports to the SEC. In
addition, there have been no significant changes in the Company's internal
controls or in other factors that could significantly affect those controls
since the June 2003 evaluation. However, there can be no assurance that the
system of disclosure controls and procedures will always achieve its stated
goals under all future conditions, no matter how remote.

                                      -15-
<PAGE>

PART II. OTHER INFORMATION

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

         a.  Index to Exhibits

             Exhibit No.  Description of Document
             -----------  -----------------------

             31.1         Certification pursuant to Section 302 of the
                          Sarbanes-Oxley Act of 2002 by Chief Executive Officer.

             31.2         Certification pursuant to Section 302 of the
                          Sarbanes-Oxley Act of 2002 by Chief Financial Officer.

             32.1         Certification pursuant to Section 906 of the
                          Sarbanes-Oxley Act of 2002 by Chief Executive Officer.

             32.2         Certification pursuant to Section 906 of the
                          Sarbanes-Oxley Act of 2002 by Chief Financial Officer.

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




                                      -16-
<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 14, 2003                                         /s/ Richard A. Bernstein
                                                        ------------------------
                                                        Richard A. Bernstein
                                                        Chairman



August 14, 2003                                         /s/ Steven M. Grossman
                                                        ----------------------
                                                        Steven M. Grossman
                                                        Chief Financial Officer



                                                        R.A.B. ENTERPRISES, INC.



August 14, 2003                                         /s/ Richard A. Bernstein
                                                        ------------------------
                                                        Richard A. Bernstein
                                                        Chairman



August 14, 2003                                         /s/ Steven M. Grossman
                                                        ----------------------
                                                        Steven M. Grossman
                                                        Chief Financial Officer


                                      -17-