<PAGE>
 

                      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 quarterly period ended April 3, 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 333-20155

                        GORGES\QUIK-TO-FIX FOODS, INC.
            (Exact Name of Registrant as Specified in Its Charter)

             Delaware                                  58-2263508
         (State or Other                             (I.R.S. Employer
   Jurisdiction of Incorporation)                  Identification No.)
             

                               9441 LBJ Freeway
                                   Suite 214
                             Dallas, Texas  75243
                   (Address of Principal Executive Offices)
                                (972) 690-7675
             (Registrant's Telephone Number, Including Area Code)


    Indicate by check X 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 ___
                                               ---     

    The number of shares of the registrant's Common Stock outstanding at May 18,
1999 was 1,000. There is no public trading market for shares of the registrant's
Common Stock.


________________________________________________________________________________
<PAGE>
 
Part  I  -  Financial Information Item
Item 1.  -  Financial Statements
            --------------------



                        GORGES/QUIK-TO-FIX FOODS, INC.
                                BALANCE SHEETS
                       (In thousands, except share data)

<TABLE> 
<CAPTION>
                                                                        October 3,                   April 3,
                                                                          1998                         1999
                                                                       -----------                  -----------    
Assets                                                                                              (Unaudited)
<S>                                                                    <C>                          <C>
Current assets:
   Cash and cash equivalents                                           $     1,671                  $         -
   Accounts receivable, net                                                 16,970                       11,486
   Inventory                                                                15,880                       14,148
   Prepaid expenses and other                                                  448                          576
                                                                       -----------                  -----------     
     Total current assets                                                   34,969                       26,210

Property, plant and equipment:
   Land                                                                      1,499                        1,371
   Buildings and leasehold improvements                                     38,174                       35,134
   Machinery and equipment                                                  38,826                       38,579
   Land improvements and other                                               1,002                        1,379
                                                                       -----------                  -----------     
                                                                            79,501                       76,463
   Accumulated depreciation                                                (13,067)                     (16,726)
                                                                       -----------                  -----------    
     Net property, plant and equipment                                      66,434                       59,737
 
Other assets:
   Intangible assets                                                        63,090                       61,974
   Organizational and deferred debt issuance costs                           7,282                        5,277
   Other                                                                        28                           28
                                                                       -----------                  -----------    
     Total assets                                                      $   171,803                  $   153,226
                                                                       ===========                  ===========

 
     Liabilities and Stockholders' Equity
Current liabilities:
   Accounts payable and accrued expenses                               $    13,381                  $    10,304
   Current portion of long-term debt                                         8,500                        4,260
                                                                       -----------                  -----------    
      Total current liabilities                                             21,881                       14,564
 
Long-term debt, less current portion                                       139,350                       89,299
 
 
Stockholders' equity:
   Common stock, $.01 par value; 2,000 shares authorized,
      1,000 shares issued and outstanding                                        -                            -
   Additional paid-in capital                                               45,585                       62,492
   Accumulated deficit                                                     (35,013)                     (13,129)
                                                                       -----------                  -----------    
     Total stockholders' equity                                             10,572                       49,363
                                                                       -----------                  -----------    
     Total liabilities and stockholders' equity                        $   171,803                  $   153,226
                                                                       ===========                  ===========
</TABLE>

See accompanying notes to financial statements

<PAGE>
 
                        GORGES/QUIK-TO-FIX FOODS, INC.
                           STATEMENTS OF OPERATIONS
                                (In thousands)
                                  (Unaudited)



<TABLE>
<CAPTION>
                                        Three                 Three               Six               Six
                                        months                months             months            months
                                        ended                 ended              ended             ended
                                       March 28,             April 3,           March 28,         April 3,
                                         1998                  1999               1998              1999
                              ------------------------------------------------------------------------------
<S>                           <C>                            <C>                <C>               <C>         
Sales                                    $49,573              $ 36,991          $ 100,560         $ 83,820
Costs of goods sold                       40,649                29,713             81,891           68,442
                              ------------------------------------------------------------------------------
 Gross profit                              8,924                 7,278             18,669           15,378
                                                                                                   
Operating expenses:                                                                                
 Selling, general and                                                                            
   administrative                          6,364                 6,361             12,424           13,096
 Amortization                                808                   815              1,668            1,627
                              ------------------------------------------------------------------------------  
   Total operating expenses                7,172                 7,176             14,092           14,723
                              ------------------------------------------------------------------------------
Operating income                           1,752                   102              4,577              655
                                                                                                       
Interest expense                           4,277                 2,737              8,476            6,557
Other (income) expense                        (5)                  (56)               (13)             142
                              ------------------------------------------------------------------------------
(Loss) before taxes on                    
 income                                   (2,520)               (2,579)            (3,886)          (6,044)
Income tax expense                             -                     9                  -                9 
                              ------------------------------------------------------------------------------
Net (loss) before                                                                                          
 extraordinary item                       (2,520)               (2,588)            (3,886)          (6,053)
                              ------------------------------------------------------------------------------
Extraordinary item net of                      
 tax                                           -                     -                  -           27,937
                              ------------------------------------------------------------------------------
   Net income (loss)                     $(2,520)             $ (2,588)         $  (3,886)        $ 21,884
                              ==============================================================================
</TABLE>

See accompanying notes to financial statements
<PAGE>
 
                        GORGES/QUIK-TO-FIX FOODS, INC.
                           STATEMENTS OF CASH FLOWS
                                (In thousands)
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                         Six months                          Six months          
                                                                           ended                               ended  
                                                                          March 28,                           April 3,          
                                                                            1998                                1999  
                                                                       ---------------                   ----------------
<S>                                                                    <C>                               <C>     
Cash flows from operating activities:
   Net income (loss)                                                        $(3,886)                          $ 21,884             
   Adjustments to reconcile net income (loss) to net                                                                               
     Cash provided by (used in) operating activities:                                                                              
      Depreciation                                                            4,538                              4,536             
      Amortization                                                            2,100                              1,627             
      Amortization of deferred debt                                               -                                232             
      Allowance for bad debt                                                    (88)                               175             
      Gain on asset sale/restructuring                                            -                               (352)            
      Write off of deferred debt                                                  -                              2,783             
      Extraordinary gain on early retirement of debt                              -                            (31,093)            
Changes in assets and liabilities:                                                                                                 
         Decrease in accounts receivable                                      3,041                              5,302             
         Decrease in inventory                                                2,150                              1,732             
         Increase in prepaid expenses and other                                (133)                              (127)            
         Decrease in accounts payable and                                                                                          
           accrued expenses                                                  (6,432)                            (2,788)            
                                                                       ---------------                   ----------------
     Net cash provided by operating activities                                1,290                              3,911             
                                                                                                                                   
Cash flows from investing activities:                                                                                              
   Purchases of plant and equipment                                          (1,540)                            (1,487)            
   Proceeds from sale of facility                                                 -                              4,000             
   Other                                                                        (84)                                (3)            
                                                                       ---------------                   ---------------- 
     Net cash provided by (used in) investing activities                     (1,624)                             2,510             
      
Cash flows from financing activities:                                                                                              
   Proceeds from revolving line of credit                                     9,000                             18,910             
   Payments on revolving line of credit                                      (6,000)                           (28,278)            
   Proceeds from long term debt                                                   -                             33,052             
   Payments on long term debt                                                (2,500)                           (47,164)            
   Capital contributions                                                          -                             16,907             
   Debt issuance and organizational costs                                      (166)                            (1,519)            
                                                                       ---------------                   ----------------
     Net cash provided by (used in) financing activities                        334                             (8,092)
                                                                       ---------------                   ----------------
Net increase in cash and cash equivalents                                         -                             (1,671)            
Cash and cash equivalents at beginning of period                                  -                              1,671             
                                                                       ---------------                   ---------------- 
Cash and cash equivalents at end of period                                  $     -                           $      -              
                                                                       ===============                   ================
</TABLE>

See accompanying notes to financial statements
<PAGE>
 
GORGES/QUIK-TO-FIX FOODS, INC.
NOTES TO FINANCIAL STATEMENTS
April 3, 1999
(Unaudited)

1.  Organization and Basis of Presentation

     Gorges/Quik-to-Fix Foods, Inc., (the "Company"), a wholly owned subsidiary
of Gorges Holding Company ("GHC"), is a leading producer, marketer and
distributor of value added processed fresh and frozen beef, and to a lesser
extent pork and poultry.  The Company purchases fresh and frozen beef, pork and
poultry, which it processes into a broad range of fully cooked and ready to cook
products generally falling into one of two categories, value added products and
ground beef.  Value added products include but are not limited to:  (i) breaded
beef items such as country fried steak and beef fingers;  (ii) charbroiled beef
items such as fully cooked hamburger patties, fajita strips, meatballs, and
meatloaf; and (iii) other specialty products such as fully cooked and ready to
cook pork sausage, breaded pork and turkey, cubed steaks, and Philly steak
slices.  Ground beef product offerings primarily consist of individually quick
frozen hamburger patties.  The Company's products are primarily sold to the
foodservice industry, which encompasses all aspects of away-from-home food
preparation, including restaurants, schools, healthcare providers, corporations,
and other commercial feeding operations.  The Company sells its products
primarily through broadline and specialty foodservice distributors throughout
the U.S.


2.  Summary of Significant Accounting Policies

Fiscal Year

     The Company utilizes a 52 or 53 week accounting period, ending on the
Saturday closest to September 30.  Quarterly financial information reflects all
necessary adjustments normal and recurring in nature, in the opinion of
management, to present such information in accordance with GAAP.

Accounts Receivable

     The Company periodically evaluates the credit worthiness of its customers
as accounts receivable balances are not collateralized.  The Company has not
experienced significant credit losses.

Inventories

     Inventories, valued at the lower of cost (first-in, first-out) or market
(replacement or net realizable value), consist of the following (in thousands):

<TABLE>
<CAPTION>
                                     October 3,                  April 3,
                                        1998                       1999
                                -------------------        -------------------
<S>                             <C>                        <C>   
   Finished products                $        10,306           $          9,264
   Supplies                                   5,574                      4,884
                                -------------------        -------------------
   Total                                    $15,880                    $14,148
                                ===================        ===================
</TABLE>

Property, Plant and Equipment

     Property, plant and equipment are stated at cost.  Depreciation is
calculated primarily by the straight-line method over the estimated useful lives
of the assets, which range from 3 to 20 years.  Capital expenditures for
equipment and capital improvements are generally capitalized while maintenance
is expensed.

Intangible assets and Organizational and Deferred Debt Issuance Costs

     Intangible assets, consisting of goodwill and trademarks, are stated at
cost and are amortized on a straight-line basis over 30 years.  Recoverability
of the carrying value of intangible assets is evaluated on a recurring basis
with consideration toward recovery through future operating results on an
undiscounted basis.
 
<PAGE>
 
GORGES/QUIK-TO-FIX FOODS, INC.
NOTES TO FINANCIAL STATEMENTS- (Continued)
2.  Summary of Significant Accounting Policies - Continued
 
     Organizational costs are amortized on a straight-line basis over five
years, and deferred debt issuance costs are amortized over the life of the debt
instrument to which it relates. Accumulated amortization was $8.1million at
April 3, 1999.  During the first quarter of 1999, the Company amended its credit
facility (the "Old Credit Facility") with NationsBank, N.A. (the "Old Bank") as
agent for a syndicate of banks and financial institutions, and as a result
wrote-off approximately $1.4 million of deferred debt issuance costs.  See Notes
3 and 10.
 
Income Taxes

     The Company follows the liability method of accounting for deferred income
taxes. The liability method provides that deferred tax liabilities are recorded
at currently enacted tax rates based on the difference between the tax basis of
assets and liabilities and their carrying amounts for financial reporting
purposes, referred to as temporary differences.

Selling Expenses

     Selling expenses include product line expenses such as shipping and
storage, external handling, external freezer charges, product and package
design, brokerage expense, and other direct selling expenses such as certain
salaries, travel and research and development.

Advertising, Promotion and Research and Development Expenses

     Advertising, promotion and research and development expenses are charged to
operations in the period incurred.  Advertising and promotion expenses were $3.0
million and $6.2 million for the three month and six month periods ending March
28, 1998, compared to $3.2 million and $6.4 million for the same periods ending
April 3, 1999.  Research and Development expenses were $0.2 million and $0.4
million for the three month and six month periods ended March 28, 1998, compared
to $0.2 million and $0.4 million for the same periods ending April 3, 1999.

Use of Estimates

     The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes.  Actual results could differ from those estimates.

Other (Income) Expense/Restructuring Expenses

     On October 7, 1998, the Company announced its intent to exit the ground
beef business to concentrate on its core value added products.  Certain expenses
were recorded in the fourth quarter of fiscal 1998 in conjunction with this
decision.  The $13.9 million charge recorded in fiscal 1998 is comprised of: (i)
a $13.5 million charge to write down the value of certain assets used in the
ground beef business to the estimated net realizable value of these asset, and
(ii) a $0.4 million charge for severance and other expenses related to the exit
from the ground beef business and restructuring of the Company's value added
business. On February 1, 1999, the Company sold its Orange City, Iowa
manufacturing facility for $4 million in cash.

Extraordinary Item

     Included in the extraordinary item of $27.9 million is $31.1 million in
income from the repurchase of the Notes, $1.6 million in income from interest
forgiven on the repurchase of Notes, $2.3 million of expenses related to the
repurchase of the Notes, $2.6 million of expenses related to the write off of
deferred debt fees (partially related to the repurchased Notes and partially
related to the restructuring of the Old Credit Facility).  See Notes 3 and 10.
<PAGE>
 
GORGES/QUIK-TO-FIX FOODS, INC.
NOTES TO FINANCIAL STATEMENTS- (Continued)
2.  Summary of Significant Accounting Policies - Continued

Collective Bargaining Agreements

     The Company employs approximately 750 people.  Currently, approximately 200
employees of a total of 250 union-eligible employees at the Garland, Texas
facility are represented by the United Food & Commercial Workers International
Union, AFL-CIO, CLC, Local 540 (the "Union").  The Garland, Texas facility is
being operated pursuant to the terms and conditions specified by the Company at
the time of the Acquisition Closing.  The Company was not obligated to operate
the Garland, Texas facility pursuant to the terms of such agreement.  Management
is currently negotiating a replacement collective bargaining agreement with the
Union, although there can be no assurance that it will be successful in doing
so.

3.  Long Term Debt

Senior Debt


     On March 5, 1999, the Company repaid all amounts outstanding under the Old
Credit Facility and entered into a new credit facility with The CIT
Group/Business Credit, Inc. ("CIT") as agent for a syndicate of banks and
financial institutions (the "Replacement Credit Facility") which provides the
Company with a revolving credit facility (the "Revolver") and a $29.0 million
term loan facility (the "Term Loan").  The Revolver includes covenants under
which the Company can borrow funds based on the levels of its accounts
receivable and inventory in an aggregate amount of not more than $25.0 million.
The Revolver includes a sub-facility of $3.0 million for commercial and standby
letters of credit.  The Revolver has a term of five years and all amounts
outstanding under the Revolver will become due and payable on April 1, 2004.
The Term Loan has a five year term and is subject to principal payments in an
annual amount of $2.1 million in fiscal 1999, $4.2 million in each of fiscal
2000, 2001, 2002 and 2003 and $14.4 million in fiscal 2004.

     Outstanding borrowings under the Replacement Credit Facility bear interest
at floating rates per annum equal to the prime rate plus 1.625% for borrowings
under the Revolver and the prime rate plus 2.125% for borrowings under the Term
Loan.  At April 3, 1999, the interest rate for the Company based on this formula
was 9.44% for borrowings under the Revolver and 9.69% for borrowings under the
Term Loan.  The interest rates under the Replacement Credit Facility may vary
based on changes in the prime rate or the London Interbank Office Rate
("LIBOR").  Additionally, the interest rates under the Replacement Credit
Facility may vary based on the Company's future financial performance.  The
Company may be required to make mandatory prepayments against both facilities,
comprised of principal payments totaling: (i) 100% of cash received in asset
sales wherein the proceeds are not used to purchase replacement assets, and (ii)
50% of the Company's Surplus Cash as defined in the Replacement Credit Facility.
These payments are to be applied first to the Term Loan and, upon the Term
Loan's retirement, to the Revolver as a permanent reduction.  At April 3, 1999,
the Company's outstanding borrowings under the Replacement Credit Facility were
$38.5 million, $9.9 million under the Revolver and $28.6 million under the Term
Loan.  Also, at April 3, 1999, the Company had $0.8 million in outstanding
letters of credit.

     Under the Replacement Credit Facility, the Company is subject to customary
financial and other covenants including certain financial limit and ratio
covenants as well as limitations on further indebtedness, guaranties, liens,
dividends and other restricted payments (including transactions with
affiliates), prepayments and redemption of debt, mergers, acquisitions, asset
sales, consolidations, and other investments.  The Replacement Credit Facility
also provides that a first-priority security interest in, and lien upon,
substantially all of the Company's present and future tangible and intangible
assets and capital stock secure indebtedness outstanding. As of April 3, 1999,
the Company was not in compliance with the covenants in the Replacement Credit
Facility relating to minimum net worth and fixed charge coverage ratio.  On May
11, 1999, CIT delivered to the Company a written waiver of this non-compliance.
As a result of such waiver, as of May 11, 1999, the Company was in compliance
with all technical, financial and limit ratio covenants under the Replacement
Credit Facility.
 
<PAGE>
 
GORGES/QUIK-TO-FIX FOODS, INC.
NOTES TO FINANCIAL STATEMENTS- (Continued)
Long Term Debt - Continued


Subordinated Debt

     On November 25, 1996, the Company consummated a private placement of $100.0
million aggregate principal amount Notes.  The Notes will mature on December 1,
2006, unless previously redeemed.  Interest on the notes is payable semiannually
in arrears, commencing June 1, 1997, and is payable on June 1 and December 1 of
each year at a rate of 11.5% per annum.  The issuance of the Notes resulted in
net proceeds to the Company of approximately $95.0 million after underwriting
discounts and other debt issuance costs aggregating approximately $5.0 million.
On April 30, 1997, the Company consummated an exchange offer where by the
private placement Notes were replaced with similar Notes that are publicly
traded. In December 1998, the Company retired $48.0 million aggregate principal
amount of Notes, through a combination of open market purchases and a cash
tender offer.   The Company's outstanding indebtedness under these Notes was
$52.0 million at April 3, 1999. (See Note 10).

     The Notes were issued pursuant to an indenture that contains certain
restrictive covenants and limitations.  Among other things, the Indenture limits
the incurrence of additional indebtedness, limits the making of restricted
payments (as defined) including the declaration and/or payment of dividends,
places limitations on dividends and other payments by the Company, and places
limitations on liens, certain asset dispositions and merger/sale of assets
activity.  The Company was in compliance with these covenants at April 3, 1999.

     The Notes are unsecured subordinated general obligations of the Company.
The Notes become redeemable at the Company's option on December 1, 2001, at
which time the Notes are redeemable in whole or part, subject to a redemption
premium which begins at 105.75 % of the face value in 2001 and reduces at a
scheduled rate annually until 2004 at which time the redemption is 100% of face
value.  Notwithstanding the foregoing, at any time prior to December 1, 1999,
the Company, at its option, may redeem the Notes, in part, with the net proceeds
of a public equity offering or of a capital contribution made to the common
equity of the Company.  Any such redemption is also subject to a redemption
premium, which begins at 110.75% in 1997 and 110.00% in 1998 and 1999.  No
mandatory redemption or sinking fund payments are required with respect to the
Notes; however, at each Note holder's option, the Company may be required to
repurchase the Notes at a redemption premium of 101% in the event the Company
incurs a change of control as defined by the indenture.

     The Company paid interest of $4.2 million and $8.5 million for the three
month and six month periods ended March 28, 1998 compared to $2.7 million and
$6.6 million for the same periods ended April 3, 1999.

4.  Commitments

     The Company leases certain properties and equipment for which the total
rentals thereon approximated $32,000 and $64,000 for the three month and six
month periods ended March 28, 1998, compared to approximately $100,000 and
$201,000 for the same periods ended April 3, 1999.

5.  Benefit Plans

     The Company has defined contribution retirement and incentive benefit
programs for all employees after meeting requirements concerning time employed.
Incentive benefit programs are of a profit sharing nature, and are discretionary
as to amount and timing; no incentive contributions have been made by the
Company. Contributions to the defined contribution plans totaled $146,068 and
$279,170 for the three month and six month periods ended March 28, 1998,
compared to $141,394 and $275,386 for the same periods ended April 3, 1999.

6.  Income Taxes

     The Company has not recorded an income tax benefit related to the net
deferred tax asset for the period ended April 3, 1999 because in the opinion of
management it is uncertain when the Company will be able to realize this
deferred tax asset.
<PAGE>
 
GORGES/QUIK-TO-FIX FOODS, INC.
NOTES TO FINANCIAL STATEMENTS- (Continued)

7.  Significant Customers

     Certain of the Company's products are sold to major foodservice
distributors for distribution to foodservice outlets.  As a result, the
Company's top two customers accounted for approximately 23% of sales for the
three month period ended April 3, 1999.

8.  Transactions with Affiliates

     The Company has entered into a consulting agreement with an affiliate of
GHC's majority shareholder, CGW Southeast Partners III, L.P. ("CGW"), under
which CGW will receive a monthly fee of $30,000 for financial and management
consulting services.  In addition to the monthly fee to CGW, the Board of
Directors may approve an additional fee not to exceed $500,000 annually, based
upon overall Company operations.  At the closing of the acquisition, CGW
received a fee of $2.65 million, included as part of the Company's
organizational costs, for its services in assisting the Company with the
structuring and negotiating the purchase of the Company from Tyson Foods, Inc.

 
9   Stock Options

     In 1997, GHC adopted a stock option plan (the Stock Option Plan) which
provides for the granting of up to 112,250 incentive stock options to employees
to purchase shares of GHC's common stock.  All options granted under the Stock
Option Plan have a five year vesting period and a term of up to ten years.  GHC
has no assets or liabilities, other than their direct investment in the Company.
Stock option activity is as follows:
 
<TABLE>
<CAPTION>
                                                   Number of Shares              Weighted Average and
                                                                                Option Price per Share
                                          ---------------------------------------------------------------
<S>                                       <C>                                   <C>
Options granted                                                84,968                      $100.00       
Options exercised                                                   -                            -       
Options cancelled                                                   -                            -        
                                          ---------------------------------------------------------------
Options outstanding September 27, 1997                         84,968                      $100.00       
                                                                                                         
Options granted                                                 8,543                      $100.00       
Options exercised                                                   -                            -        
                                          ---------------------------------------------------------------
Options cancelled                                              15,843                      $100.00        
                                          ---------------------------------------------------------------
Options Outstanding October 3, 1998                            77,668                      $100.00
                                          ===============================================================
</TABLE>


10. Restructuring

     Prior to the end of fiscal 1998, the Company began a restructuring process
that encompassed two main actions: (i) exiting the raw ground beef business, and
the related closing or sale of the Orange City, IA, plant principally
responsible for this business line's production; and (ii) restructuring of its
balance sheet primarily through a debt restructuring plan and equity offering.
 
<PAGE>
 
GORGES/QUIK-TO-FIX FOODS, INC.
NOTES TO FINANCIAL STATEMENTS- (Continued)

10.  Restructuring - Continued


     On October 7, 1998, the Company announced its intent to exit the ground
beef business to concentrate on its core value added products.  Certain expenses
were recorded in fiscal 1998 in conjunction with this decision.  The $13.9
million charge recorded in fiscal 1998 is comprised of: (i) a $13.5 million
charge to write down the value of certain assets used in the ground beef
business to the estimated net realizable value of these asset, and (ii) a $0.4
million charge for severance and other expenses related to the exit from the
ground beef business and restructuring of the Company's value added business.
The Company incurred additional charges in the fiscal first and second quarters
of 1999 related to the exit from the ground beef business and restructuring of
the value added business.
 
     On October 29, 1998, the Company entered into the Amendment to the Old
Credit Facility that replaced the existing covenants with a new set of covenants
under which the Company can borrow funds based on the levels of its accounts
receivable and inventory. The Amendment became effective on December 21, 1998,
at which time the Company was in compliance with all terms and conditions of the
Old Credit Facility.

     On October 29, 1998, the Company announced a tender offer pursuant to which
it offered to purchase not less than $36.0 million (the "Minimum Tender
Condition") and up to $46.0 million aggregate principal amount of its Notes (the
"Offer").  On December 2, 1998, the Company elected to waive all conditions to
the consummation of the Offer, including the Minimum Tender Condition, and
consummated the Offer with respect to $30.0 million aggregate principal amount
of Notes (the "Tendered Notes").  Additionally, on December 21, 1998, CGW
contributed to the Company $18.0 million aggregate principal amount of Notes
(the "CGW Notes") acquired by CGW through open market purchases.  The Tendered
Notes and the CGW Notes were retired on December 21, 1998.  As a result of the
retirement of the $48 million of Tendered Notes, the Company recorded $28.6
million in income net of related transaction expenses and the write off of
deferred debt fees.  The repurchase and retirement of the Tendered Notes and the
CGW Notes was financed through an equity investment by the shareholders in GHC
totaling $16.9 million.

     On December 21, 1998 the Company, through GHC, obtained from certain
shareholders a $4.0 million subordinated bridge loan (the "Bridge Loan"), the
proceeds of which were used to fund the December 1, 1998 interest payment on the
Notes.  The terms of the Bridge Loan provide for a one year loan to the Company
at an interest rate of  9%. Unless earlier repaid, on December 15, 1999, the
remaining principal and interest outstanding under Bridge Loan will
automatically convert to equity in GHC.
 
     On February 1, 1999, the Company sold its Orange City, Iowa manufacturing
facility (the "Ground Beef Facility") for $4 million in cash.  Historically, the
Ground Beef Facility has produced almost exclusively ground beef product
offerings, representing 100% of the Company's total ground beef production.  The
proceeds from the sale of this facility were used to reduce the outstanding
indebtedness under the Old Credit Facility.

On March 5, 1999, 1999, the Company entered into the Replacement Credit Facility
and, using the proceeds from the Replacement Credit Facility, repaid all amounts
outstanding under the Old Credit Facility.  Additionally, on March 5, 1999, the
Company repaid approximately $1.0 million of the principal and interest
outstanding under the Bridge Loan using proceeds from the Replacement Credit
Facility.
<PAGE>
 
Part 1 - Financial Information
Item 2


                     MANAGEMENT'S DISCUSSION AND ANALYSIS
               OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


  Gorges/Quik-to-Fix Foods, Inc., (the "Company"), or its representatives, may
make forward looking statements, oral or written, including statements in this
report's Management's Discussion and Analysis of Financial Condition and Results
of Operations, press releases and filings with the Securities and Exchange
Commission (the "Commission"), regarding estimated future operating results,
planned capital expenditures (including the amount and nature thereof) and the
Company's financing plans, if any, related thereto, increases in customers and
the Company's financial position and other plans and objectives for future
operations.  Certain of the matters discussed may involve known and unknown
risks, uncertainties and other factors which may cause the actual results,
performance or achievements of the Company to be materially different from
future results, performance or achievements expressed or implied by such
forward-looking statements. Important factors that could cause the actual
results, performance or achievements of the Company to differ materially from
the Company's expectations are set forth among the factors set forth in the
"Factors Affecting Future Performance" section in Item 7 of this report or in
the description of the Company's business in Item 1 of this report, as well as
factors contained in the Company's other filings with the Commission.

     All subsequent oral and written forward looking statements attributable to
the Company or persons acting on its behalf are expressly qualified in their
entirety by these factors.  The Company assumes no obligation to update any of
these statements.  The Company's fiscal year ends on the Saturday closest to
September 30.  References in this report to "fiscal 1999" and  "fiscal 1998"
refer to the twelve month periods ended October 2, 1999 and October 3, 1998,
respectively.

  The Company is a leading producer of value added processed beef products for
the foodservice industry and is one of the few companies in this segment of the
industry that markets and distributes nationally. The Company's products are
marketed under the nationally recognized Quik-to-Fix and Gorges brand names, as
well as the private labels of leading national foodservice distributors. The
Company believes that its products are well positioned to take advantage of what
it believes is a trend within the foodservice industry toward greater
outsourcing of the food preparation process. Outsourcing provides many benefits
to foodservice operators including consistent product quality, reduced
preparation costs and increased food safety.

     The Company purchases fresh and frozen beef and, to a lesser extent, pork
and poultry, which it processes into a broad range of fully-cooked and ready to
cook products. The Company's two product categories are value added products and
ground beef. Value added product offerings include (i) breaded beef items, such
as country fried steak and beef fingers, (ii) charbroiled beef, such as fully
cooked hamburger patties, fajita strips, meatballs, meatloaf and taco meat and
(iii) other specialty products, such as fully cooked and ready to cook pork
sausage, breaded pork and turkey, cubed steaks and Philly steak slices. The
Company operates three manufacturing facilities which are dedicated to value
added products. The Company's products are sold primarily to the foodservice
industry, which encompasses all aspects of away-from-home food preparation,
including commercial establishments such as fast food restaurants and family
dining restaurants and non-commercial establishments such as healthcare
providers, schools and corporations. The Company sells its products principally
through broadline and specialty foodservice distributors.

  The Company was formed in 1996 in connection with the acquisition of the
processed beef operations (the "Business") of Tyson Foods, Inc. ("Tyson" and the
"Acquisition" respectively). Prior to the Acquisition, the Business operated as
part of Tyson, the world's largest vertically integrated poultry processor.
Tyson acquired a portion of the Business in 1989 through its acquisition of
Holly Farms. In doing so, Tyson acquired two separate beef processing companies,
Harker's, Inc. ("Harker's") and Quik-to-Fix Foods, Inc. ("Quik-to-Fix, Inc."),
each of which had been acquired by Holly Farms in 1986. In 1990, Tyson sold the
Harker's brand name and route sales division to Harker's Distribution, Inc., a
company formed by former members of Harker's management. In January 1994, Tyson
expanded its beef processing operations further by acquiring Gorges Foodservice,
Inc., ("Gorges, Inc."), a leading producer of charbroiled beef products. In
April 1996, Tyson announced its intention to sell the Business in order to
concentrate on its core poultry business. The Acquisition was consummated on
November 25, 1996.
<PAGE>
 
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)

     The Company is incorporated under the laws of the state of Delaware.  The
Company's principal executive offices are located at 9441 LBJ Freeway, Suite
214, Dallas, Texas, 75243, and its telephone number is 972/690-7675.  The
Company is a wholly owned subsidiary of Gorges Holding Corporation ("GHC"),
which, in turn, is substantially owned by CGW Southeast Partners III, L.P.
("CGW").  GHC has no business other than holding the stock of the Company, which
is the sole source of GHC's financial resources.  GHC is controlled by CGW,
which beneficially owns shares representing 54.8% of the voting interest in GHC,
(46.3% on a fully diluted basis) and has the right to designate all of the
directors of GHC.  Accordingly, CGW, through its control of GHC, controls the
Company and has the power to elect all of its directors, appoint new management,
and approve any action requiring the approval of the holders of the Company's
common stock.

     The following discussion should be read in conjunction with the unaudited
Financial Statements and the Notes thereto, included elsewhere in this Document.


Results of Operations

Overview

<TABLE>
<CAPTION>
                                         Three months ended                         Six months ended
                                 March 28, 1998        April 3, 1999       March 28, 1998        April 3, 1999
                             ---------------------------------------------------------------------------------
<S>                          <C>                       <C>                 <C>                   <C>
Sales Dollars:
  Value Added                          $36,750              $35,160             $ 75,583              $73,172
  Ground Beef                           12,823                1,831               24,977               10,649
                             --------------------------------------------------------------------------------- 
      Total                            $49,573              $36,991             $100,560              $83,820
 
Pounds:
Total Value Added                       23,128               22,165               48,554               46,447
  Ground Beef                           15,079                2,112               29,333               13,205
                             ---------------------------------------------------------------------------------
      Total                             38,207               24,276               77,887               59,652
 
Dollars/Pound
  Value Added                          $  1.59              $  1.59             $   1.56              $  1.58
  Ground Beef                             0.85                 0.87                 0.85                 0.81
                             ---------------------------------------------------------------------------------
      Total                            $  1.30              $  1.52             $   1.29              $  1.41
</TABLE>


     Sales.  Total sales decreased $12.5 million, or 25%, from $49.6 million in
the three month period ended March 28, 1998 to $37.0 million in the three month
period ended April 3, 1999.  This decrease was primarily due to decreases in the
sales of ground beef as a result of exiting the ground beef business, and the
sales to national account customers of value added products.

     Total sales decreased $16.7 million, or 16.6%, from $100.6 in the six month
period ended March 28, 1998 to $83.8 million in the six month period ended April
3, 1999.  This decrease was primarily due to decreases in the sales of ground
beef and the sales to national account customers of value added products,
partially offset by increased sales of co-packed, value added products (products
packed for other manufacturers under their label).

     Sales of value added products decreased $1.6 million, or 4.3%, from $36.8
million in the three month period ended March 28, 1998 to $35.0 million in the
three month period ended April 3, 1999. This decrease reflects decreased sales
to national account customers.

     Sales of value added products decreased $2.4 million, or 3.2%, from $75.6
million in the six month period ended March 28, 1998 to $73.2 million in the six
month period ended April 3, 1999. This decrease reflects decreased sales to
national account customers, partially offset by increases in sales of co-packed
product sold to other manufacturers. The national account business lost carried
a high average sale price, and the co-pack volume replacing it is primarily on a
fee for service/toll conversion cost basis.  The result of the sales mix change,
coupled with the continued fall in beef prices in fiscal 1999 resulted in lower
average selling prices in fiscal 1999.
<PAGE>
 
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)


     Sales of ground beef products decreased $11.0 million, or 85.7%, from $12.8
million in the three month period ended March 28, 1998 to $1.8 million in the
three month period ended April 3, 1999.  This decrease is a direct result of the
Company's strategic decision made in the fourth quarter of 1998 to exit the
ground beef business.  Ground beef product sales decreased 13.0 million pounds,
or 86.0%, from 15.1 million pounds in the three month period ended March 28,
1998 compared to 2.1 million pounds in the three month period ended April 3,
1999.

     Sales of ground beef products decreased $14.3 million, or 57.4%, from $25.0
million in the six month period ended March 28, 1998 to $10.6 million in the six
month period ended April 3, 1999.  This decrease is a direct result of the
Company's strategic decision made in the fourth quarter of 1998 to exit the
ground beef business.  Ground beef product sales decreased 16.1 million pounds,
or 55.0%, from 29.3 million pounds in the six month period ended March 28, 1998
compared to 13.2 million pounds in six month period ended April 3, 1999.

     Gross Profit.  Gross profit decreased $1.6 million, or 18.4%, from $8.9
million in the three month period ended March 28, 1998 compared to $7.3 million
in the three month period ended April 3, 1999.  As a percentage of sales, gross
profit increased from 18.0% in the three month period ended March 28, 1998 to
19.7% in the three month period ended April 3, 1999.  This decrease in gross
profit dollars and increase in gross profit as a percent of sales reflect the
Company's decision to exit the ground beef business.

     Gross profit decreased $3.3 million, or 17.6%, from $18.7 million in the
six month period ended March 28, 1998 to $15.4 million in the six month period
ended April 3, 1999.  As a percentage of sales, gross profit decreased from
18.6% in the six month period ended March 28, 1998 to 18.4% in the six month
period ended April 3, 1999.  This decrease reflects operating inefficiencies
resulting from lower production levels, discounted sales of older or overstocked
products and the decrease in sales of value added products to national account
customers offset with increased sales of lower margin co-packed products.  This
decrease also reflects increased expenses relating to sales and promotional
activities.

     Operating Expenses.  Operating expenses were $7.2 million in both the three
month periods ended March 28, 1998 and April 3, 1999.

     Operating expenses increased $0.6 million, or 4.3%, from $14.1 million in
the six month period ended March 28, 1998 to $14.7 million in the six month
period ended April 3, 1999. This increase is primarily the result of the
complete organization and staffing of the Company's corporate headquarters,
increased sales and promotional activity in fiscal 1999, full staffing of the
Company's research and development group, and a higher level of product
development activity.

     Operating Income.  Operating income decreased $1.6 million, or 93.0%, from
$1.7 million in the three month period ended March 28, 1998 to $0.1 million in
the three month period ended April 3, 1999. This decrease is primarily the
result of the reduced sales reflecting the company's decision to exit the ground
beef business.

     Operating income decreased $3.9 million, or 85.3%, from $4.6 million in the
six month period ended March 28, 1998 to $0.7 million in the six month period
ended April 3, 1999. This decrease is primarily the result of decreases in gross
profit due to sales mix changes described above and the resulting decline in
gross margin, which includes discounted sales of older or overstocked products.

     Interest Expense.  Interest expense decreased $1.5 million, or 36.0%, from
$4.3 million in the three month period ended March 28, 1998 to $2.7 million in
the three month period ended April 3, 1999.  This decrease reflects the overall
lower debt level due to the repurchase and retirement of $48.0 aggregate
principal amount of million of Notes.

     Interest expense decreased $1.9 million, or 22.6%, from $8.5 million in the
six month period ended March 28, 1998 to $6.6 million in the six month period
ended April 3, 1999.  This decrease reflects the overall lower debt level due to
the repurchase and retirement of $48.0 million aggregate principal amount of
Notes.
<PAGE>
 
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
 
     Other (Income) Expense.  Other income and expense, which was minimal in the
three month period ended March 28, 1998, remained minimal in the three month
period ended April 3, 1999.

     Other income and expense, which was minimal in the six month period ended
March 28, 1998, increased to $0.1 million in the six month period ended April 3,
1999.  The increase is a result of the Restructuring.
 
     Extraordinary Item.  The extraordinary item is comprised of $31.1 million
in income from the repurchase and early retirement of $48.0 million aggregate
principal amount of Notes, $1.6 million in income from interest forgiven on the
repurchase of the Notes, $2.3 million of expenses related to the repurchase of
the Notes, $2.6 million of expense related to the write off of deferred debt
fees (partially related to the repurchasing of the Notes and partially related
to the restructuring of the Old Credit Facility).

     Net Income (loss).  Net income (loss) increased $0.1 million, or 2.6%, from
($2.5) million in the three month period ended March 28, 1998 to $(2.6) million
in the three month period ended April 3, 1999.

     Net income (loss) increased $18.0 million, or 463.2%, from ($3.9) million
in the six month period ended March 28, 1998 to $21.9 million in the six month
period ended April 3, 1999.

Liquidity and Capital Resources

     On March 5, 1999, the Company entered into a credit agreement with The CIT
Group/Business Credit, Inc. ("CIT") as agent for a syndicate of banks and
financial institutions (the "Replacement Credit Facility") which provides the
Company with a revolving credit facility (the "Revolver") and a $29.0 million
term loan facility (the "Term Loan").  The Revolver includes covenants under
which the Company can borrow funds based on the levels of its accounts
receivable and inventory in an aggregate amount of not more than $25.0 million.
The Revolver includes a sub-facility of $3.0 million for commercial and standby
letters of credit.  The Revolver has a term of five years and all amounts
outstanding under the Revolver will become due and payable on April 1, 2004.
The Term Loan has a five year term and is subject to principal payments in an
annual amount of $2.1 million in fiscal 1999, $4.2 million in each of fiscal
2000, 2001, 2002 and 2003 and $14.4 million in fiscal 2004.

     Outstanding borrowings under the Replacement Credit Facility bear interest
at floating rates per annum equal to the prime rate plus 1.625% for borrowings
under the Revolver and the prime rate plus 2.125% for borrowings under the Term
Loan.  At April 3, 1999, the interest rate for the Company based on this formula
was 9.44% for borrowings under the Revolver and 9.69% for borrowings under the
Term Loan.  The interest rates under the Replacement Credit Facility may vary
based on changes in the prime rate or the London Interbank Office Rate
("LIBOR").  Additionally, the interest rates under the Replacement Credit
Facility may vary based on the Company's future financial performance.  The
Company may be required to make mandatory prepayments against both facilities,
comprised of principal payments totaling: (i) 100% of cash received in asset
sales wherein the proceeds are not used to purchase replacement assets, and (ii)
50% of the Company's Surplus Cash as defined in the Replacement Credit Facility.
These payments are to be applied first to the Term Loan and, upon the Term
Loan's retirement, to the Revolver as a permanent reduction.  At April 3, 1999,
the Company's outstanding borrowings under the Replacement Credit Facility were
$38.5 million, $9.9 million on the Revolver and $28.6 million on the Term Loan.
Also, at April 3, 1999, the Company had $0.8 million in outstanding letters of
credit.

     Under the Replacement Credit Facility, the Company is subject to customary
financial and other covenants including certain financial limit and ratio
covenants as well as limitations on further indebtedness, guaranties, liens,
dividends and other restricted payments (including transactions with
affiliates), prepayments and redemption of debt, mergers, acquisitions, asset
sales, consolidations, and other investments.  The Replacement Credit Facility
also provides that a first-priority security interest in, and lien upon,
substantially all of the Company's present and future tangible and intangible
assets and capital stock secure indebtedness outstanding.
 
     As of April 3, 1999, the Company was not in compliance with the covenants
in the Replacement Credit Facility relating to minimum net worth and fixed
charge coverage ratio.  On May 11, 1999, CIT delivered to the Company a written
waiver of this non-compliance.  As a result of such waiver, as of May 11, 1999,
the Company was in compliance with all technical, financial and limit ratio
covenants under the Replacement Credit Facility.
<PAGE>
 
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)

     The Company has significant annual principal and interest obligations.
Borrowings under the Replacement Credit Facility, which totaled $38.5 million at
April 3, 1999 ($28.6 million under the Term Loan and $9.9 million under the
Revolver), accrued interest at an average rate of 9.5% in the quarter ended
April 3, 1999. Borrowings under the Notes totaled $52.0 million at April 3,
1999, and accrued interest at 11.5%.
 
     In addition to its debt service obligations, the Company will need
liquidity for working capital and capital expenditures.  Capital expenditures,
primarily for computer software and hardware, office furniture, fixtures, and
for the capital maintenance of the Company facilities, were $ 0.5 million and $
1.5 million for the three month and six month periods ended March 28, 1998,
compared to $ 1.2 million and $ 1.5 million for the three month and six month
periods ended April 3, 1999.

     The Company's primary sources of liquidity are cash flows from operations.
This cash flow combined with changes in working capital assets resulted in a net
cash provided by operations of $3.9 million.  The Company provided another $2.5
million in investing activities produced from proceeds from the sale of the
Orange City facility, partially offset by capital purchases.  In financing
activities, the Company used $16.9 million in capital contributions and $4.0
million by obtaining the Bridge Loan.  The Company used the $20.9 million
generated to retire $49.75 million of debt in the quarter, as a result of the
above described transactions, wherein the Company repurchased $48.0 million
aggregate principal amount of Notes at a substantial discount.  The Company
anticipates that its working capital requirements, capital expenditures, and
scheduled repayments for fiscal 1999 will be satisfied through a combination of
cash flows generated from operations together with funds available under the
Revolving Credit Facility.


Effects of Inflation

     Inflation has not had a significant effect on the Company's operations.
However, in the event of increases in inflation or commodity prices from recent
levels, the Company could experience sudden and significant increases in beef
costs. Over periods of 90 days or less, the Company may be unable to completely
pass these price increases on to its customers. Management currently believes
that over longer periods of time, it generally will be able to pass on price
increases to its customers.


Effects of Year 2000 Problems

     While the Company is not aware of any material expenses or losses of
revenue that it will incur as a result of so-called "Year 2000 problems" it is
impossible to anticipate all of the ways in which such problems could arise and
affect the Company's financial condition and results of operations.  In addition
to hardware and software problems that could arise within the Company's own
computer systems, computer systems with which the Company's systems interface or
other machinery, the Company could be affected by the Year 2000 problems of its
suppliers, partners or customers, or of other parties upon whom the Company
depends, as well.  At this time the Company is unable to quantify the possible
effect of Year 2000 problems on its financial condition or results of
operations.  The majority of the Company's hardware and software was purchased
and implemented in the past two years and has been represented to the Company as
Year 2000 compliant by the respective vendors.

     Major risks to the Company from Year 2000 issues would primarily be in the
areas of performance by either vendors or customers.  The Company could be
significantly impacted if the Company's vendors are unable to deliver goods and
services needed, or the Company's customers were unable to carry out their
respective businesses, or were unable to place an order with the Company due to
system failures. The Company's remaining plans related to Year 2000 issues
involve a continued effort to poll and monitor vendors and customers through
questionnaires and profiles to be gathered in the purchasing and sales
processes.
<PAGE>
 
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)

Recent Accounting Pronouncements

     Statement of Position 98-1, Accounting for the Costs of Computer Software
Developed for Internal Use and SOP 98-5, Reporting on the Costs of Start Up
Activities are effective for the Company beginning in it's fiscal year 2000.
The Company does not anticipate that SOP 98-1 will have a significant effect on
the Company's financial position, results of operations or cash flows.  With the
adoption of SOP 98-5 the Company will have to write off existing organizational
costs.  As of April 3, 1999, organizational costs are approximately $2.6
million.


Future Operating Results; Forward Looking Statements

     The Company's future revenues and profitability are difficult to predict
due to a variety of risks and uncertainties, including (i) business conditions
and growth in the Company's existing markets, (ii) the success of new products
and development of new markets, (iii) the Company's existing indebtedness and
the uncertainty of capital needs for debt service and additional growth, (iv)
government regulation, including USDA regulations, (v) the successful
integration of future acquisitions and (vi) numerous competitive factors,
including number and size of competitors and alternative distribution, (vii)
market price and availability of raw materials.

     The Company expects to pursue business growth strategies, add customers,
product lines and possibly acquire other businesses; however, the success of
these strategies and any rate of increase cannot be estimated with precision or
certainty.  The Company believes that selling general and administrative,
interest, and depreciation and amortization expenses will continue to increase
to support overall growth.

     Because of the foregoing uncertainties affecting the Company's future
operating results, past performance should not be considered to be a reliable
indicator of future performance, and investors should not use historical trends
to anticipate results or trends in future periods.  In addition, the Company's
participation in a dynamic industry often results in significant volatility in
the price of the Company's bonds.

     In addition to the matters noted above, certain other statements made in
this report are forward looking.  Such statements are based on an assessment of
a variety of factors, contingencies and uncertainties deemed relevant by
management, including technological changes, competitive products and services,
management issues as well as those matters discussed specifically elsewhere
herein.  As a result, the actual results realized by the Company could differ
materially from the statements made herein.  Readers of this report are
cautioned not to place undue reliance on the forward looking statements made in
this report.
<PAGE>
 
PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings

          None

Item 5.   Other Information

          None

Item 6.   Exhibits and Reports on Form 8-K

          (a)  Exhibits

          10.1 Financing Agreement, dated March 5, 1999, by and among The CIT
Group/Business Credit, Inc. (as Agent and a Lender), the Lenders and
Gorges/Quik-to-Fix Foods, Inc.

          (b)  Reports on Form 8-K

          None
<PAGE>
 
SIGNATURE


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



Dated:  May 18, 1999           GORGES/QUIK-TO-FIX FOODS, INC.



                               By:  /s/John P. McCarthy
                                    -------------------
                                    John P. McCarthy
                                    Corporate Controller
                                    (Principal Financial Officer)