<PAGE>

                                    FORM 10-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

(Mark One)


            [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                        For the year ended March 31, 2002

                                       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
                                               ---------

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

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

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

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

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

                       Yes       X                          No
                          -------------                       -----------

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


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                                      INDEX

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                                                                                                            Page
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PART I

<S>            <C>                                                                                          <C>
Item 1.        Business..................................................................................     1
                      (a) General Development of Business................................................     1
                      (b) Financial Information about Industry Segments..................................     1
                      (c) Narrative Description of Business..............................................     2
                      (d) Other Matters..................................................................     8
                      (e) Financial Information about Foreign and Domestic Operations....................     9

Item 2.        Properties................................................................................     9

Item 3.        Legal Proceedings.........................................................................    10

Item 4.        Submission of Matters to a Vote of Security Holders.......................................    10

PART II

Item 5.        Market for Registrants' Common Equity and Related Stockholder Matters.....................    10

Item 6.        Selected Financial Data...................................................................    10

Item 7.        Management's Discussion and Analysis of Financial Condition and
                  Results of Operations..................................................................    11

Item 7a.       Quantitative and Qualitative Disclosures about Market Risk................................    20

Item 8.        Financial Statements and Supplementary Data...............................................    20

Item 9.        Changes in and Disagreements with Accountants on Accounting and
                  Financial Disclosure...................................................................    20

PART III

Item 10.       Directors and Executive Officers of the Registrants.......................................    21

Item 11.       Executive Compensation....................................................................    23

Item 12.       Security Ownership of Certain Beneficial Owners and Management............................    25

Item 13.       Certain Relationships and Related Transactions............................................    26

PART IV

Item 14.       Exhibits, Financial Statement Schedules, and Reports on Form 8-K..........................    28
</TABLE>


<PAGE>

                                     PART I

Item 1. Business

        (a)     General Development of Business

        On May 6, 1996, R.A.B. Holdings, Inc., a Delaware corporation
("Holdings"), was formed to build a fully integrated specialty food business by
acquiring food manufacturers with strong brand names and integrating their
products with a strong distribution network. On March 31, 1997, Holdings
acquired Millbrook Distribution Services Inc., a Delaware corporation
("Millbrook"), which is one of the nation's largest value-added full service
independent distributors of specialty foods, health and beauty care products and
general merchandise. On January 26, 1998, Holdings formed a wholly-owned
subsidiary, R.A.B. Enterprises, Inc., a Delaware corporation ("Enterprises"). On
May 1, 1998, Enterprises acquired The B. Manischewitz Company, LLC, a Delaware
limited liability company ("Manischewitz"). Manischewitz is among the nation's
leading manufacturers of processed kosher food products including matzos,
noodles, crackers, cake mixes, cookies, soups and processed fish products.

        Concurrent with the Manischewitz acquisition, Holdings contributed its
wholly-owned subsidiary Millbrook to Enterprises. The contribution was accounted
for as an "as if" pooling of interests. Prior to the acquisitions of Millbrook
and Manischewitz, Holdings and Enterprises had no operations. Holdings and
Enterprises are referred to collectively as the "Companies".

        On January 31, 2000, Millbrook acquired certain of the assets and
operations of I. Epstein & Sons, Inc. ("Epstein"). Epstein was a full service
distributor of kosher and specialty food products. The acquisition included its
Season(R) brand of canned fish, vegetables and other specialty food products.
Concurrent with the acquisition, the management and ownership of the Season
brand was assumed by Manischewitz.

        On April 17, 2000, Millbrook acquired substantially all of the assets
and operations of the Miller Buckeye Biscuit Company, Inc. ("Miller Buckeye").
Miller Buckeye was a distributor of specialty foods, cookies, crackers and
snacks to supermarket and other retail establishments in Ohio, Pennsylvania,
West Virginia and Western New York.

        On November 1, 2000, Manischewitz acquired substantially all of the
assets and operations of Guiltless Gourmet, Inc. ("Guiltless"). Guiltless owned
the number two selling national brand and was a leader in the development of
original baked, not fried, tortilla chips. Guiltless organic baked tortilla
chips, bean dips and salsas are found in natural food supermarkets, supermarket
chains and other grocery and food outlets.

        (b)     Financial information about Industry Segments

        Industry segment information with respect to the operations of Holdings
and Enterprises is included in the notes to the Consolidated Financial
Statements of Holdings and Enterprises for the years ended March 31, 2002, 2001
and 2000 included in Item 8 herein.


                                       1
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        (c)     Narrative Description of Business

Millbrook Distribution Services Inc.

        The Industry. Distributors provide value-added services to both
manufacturers and retailers. Manufacturers benefit from distributors broad
geographic coverage, efficient order processing and inventory management.
Distributors provide retailers access to broad product lines, the ability to
place small quantity orders and shelf and inventory management. Large
distributors with broad geographic coverage and an extensive offering of items
generally have a competitive advantage.

        Due to consolidations over the past several years, the number of
manufacturers and retailers has decreased. Additionally, retailers have
increasingly focused on reducing their supply chain costs with corresponding
improvements in their margins. As a result, we believe that manufacturers and
retailers are increasingly dependent on distributors to provide a range of
in-store retailing and merchandising functions previously performed by retail
and/or manufacturer personnel. Distributors increasingly are participating in
all stages of marketing for the products distributed, including category
management, promotions, schematic design and display of products. To efficiently
provide such services, technological innovation has become an essential element
in the distribution industry. For smaller distributors, the costs of the
required investments in technology can be prohibitive.

        Millbrook is one of only a few distributors that focuses specifically on
the distribution of specialty food, health and beauty care and general
merchandise products. The fast growing specialty food business encompasses a
wide range of items in categories such as imported and domestic gourmet foods,
as well as natural, health and ethnic foods. Specialty foods typically generate
higher margins for retailers than those realized on other mainstream grocery
categories sold in supermarkets. In addition, the demographic trends in the
United States have sparked consumer demand for more specialty food products. As
a result, supermarkets are adding more specialty food items to their product
offerings, and aggressively promoting them in an attempt to capture a higher
market share.

        Retailers are employing a number of marketing techniques to increase the
sales of high margin specialty food items. Stores are using kiosks and free
standing displays to attractively present the products to the consumer. In
addition, retailers have segregated specialty foods into specific categories,
such as ethnic foods, natural foods, cookies and sauces. By utilizing a
"store-within-a-store" approach for specialty food, the products receive prime
shelf space within the store. Retailers also integrate specialty foods into
general product categories to familiarize consumers with unique and higher
margin products with the objective of increasing awareness and generating trial
usage among the broader consumer market. Merchandising expertise is a key
criteria for a retailer in determining its choice of a specialty food
distributor.

        The health and beauty care segment includes baby care, cosmetics,
deodorants, first-aid, hair care, over-the-counter medications, toiletries, oral
hygiene and skin care products. The general merchandise segment covers a wide
variety of non-food categories including housewares, pet supplies, stationery,
baby needs, photo and cleaning supplies. Competition in both the health and
beauty care and general merchandise categories has been intense due to the
growth of mass merchandisers that have captured market share by offering larger
assortments at "everyday low pricing." Despite losing market share, supermarkets
have maintained a stable base of customers and are expected to continue to be a
key outlet for health and beauty care products and general merchandise by
expanding product variety and offering customers one-stop shopping.


                                       2
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        Products Distributed. Through its comprehensive product offerings,
Millbrook distributes a wide variety of products to its customers.

        Specialty Foods. For the years ended March 31, 2002, 2001 and 2000,
specialty food sales were approximately $287.3 million, $298.9 million and
$192.9 million and represented 52.4%, 49.2% and 35.8% of Millbrook's total
revenues, respectively. Millbrook's specialty food category consists of
approximately 15,000 items including ethnic, gourmet, organic and natural foods
and supplements. Millbrook offers ethnic foods such as kosher, Asian, Italian,
Irish, Mexican, Greek and German products, and gourmet foods such as teas,
coffees, spices, baking ingredients, condiments, candies, crackers, cookies,
jams and jellies. Millbrook's organic and natural food products and supplements
include items such as grains, cereals, snacks, beverages, energy bars, baking
ingredients, pasta and sauces.

        We continue to view the specialty food category as an opportunity for
future growth. Due to the higher margins associated with specialty foods,
supermarkets continue to add new specialty food items to their product
offerings. To accommodate its retail customers' desire for a broader offering of
specialty foods, Millbrook carries a wide variety of specialty food products. We
believe that Millbrook's product breadth, together with its merchandising
expertise and advanced technology in supply chain management, will continue to
enable its retail customers to capture the advantages of this product category.

        Health and Beauty Care. For the years ended March 31, 2002, 2001 and
2000, health and beauty care sales were approximately $202.5 million, $223.5
million and $244.6 million and represented 37.0%, 36.8% and 45.4% of Millbrook's
total revenues, respectively. Millbrook currently carries approximately 16,600
health and beauty care items, including a full line of national and private
label brands. Millbrook's private label health and beauty care products are
offered under its ValuStar(R) brand, which represents less than 1% of
Millbrook's total revenues.

        Health and beauty care product offerings have grown due to new product
introductions and the growth in over-the-counter medications. This creates the
need for retailers to maximize variety in minimal shelf space. In recent years,
supermarkets, Millbrook's primary customer base, have lost market share in
health and beauty care products to mass merchandisers and drug store chains.
However, supermarkets have begun to recapture lost market share by increasing
the shelf space allocated to health and beauty care items and expanding the
variety of those items carried. We believe that Millbrook's capabilities and
extensive product selection make it qualified to serve both the growing mass
merchandiser demand and meet the needs of the supermarket retailers for health
and beauty care items.

        General Merchandise. For the years ended March 31, 2002, 2001 and 2000,
general merchandise sales were approximately $58.0 million, $85.4 million and
$101.0 million and represented 10.6%, 14.0% and 18.8% of Millbrook's total
revenues, respectively. The decline in general merchandise sales reflects the
change in Millbrook's customer base due to customer decisions to move toward
self-distribution, customer financial difficulties and customer losses.
Millbrook currently carries approximately 8,200 general merchandise items.
Although the traditional supermarket cannot afford to devote as much space to
the general merchandise category as compared to the mass merchandisers,
supermarkets have the advantage of more frequent customer traffic. This consumer
traffic ensures that supermarkets will remain a key outlet for general
merchandise. In addition, targeting certain departments such as pet, bath,
candle and stationery as destination categories adds to the importance of
general merchandise in supermarkets.


                                       3
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        Retail Services. Millbrook traditionally has supplemented its product
distribution with full supporting services such as schematic development
(including planogramming), space management, new store installations, remodeling
of existing stores, order writing, stocking, new item placement and development
and management of promotions.

        Over time, gross profit margins for these services have eroded
principally as a result of the retail strategy of "everyday low pricing." As a
result, Millbrook has developed a system to "unbundle" each of the elements of
the full-service program and use activity-based costing to charge the customer
for each supporting service on a stand-alone basis. In addition, Millbrook
offers these services without product distribution to retail channels other than
supermarkets. Millbrook offers these services to its customers through its
Millbrook Retail Solutions(SM) group, which is solely focused on providing
merchandising services.

        By using a predominantly part-time hourly workforce, management believes
Millbrook Retail Solutions has cost advantages over manufacturers and retailers.
Consequently, outsourcing these functions to Millbrook Retail Solutions'
experienced personnel, combined with Millbrook's established customer base and
technology infrastructure, appropriately position Millbrook in the competitive
retail service industry. In particular, we believe that Millbrook's advanced
technology in planogramming and its category management capabilities enable it
to provide service offerings that are not readily available from the
competition.

        Customers. Millbrook's top ten customers, which collectively represented
approximately 63%, 61% and 72% of its revenues during the years ended March 31,
2002, 2001 and 2000, respectively, have been customers for an average of 16
years. For the year ended March 31, 2002, supermarkets represented approximately
84% of revenues and mass merchandisers represented approximately 16% of
revenues. While Millbrook enjoys long-term relationships with most of its
customers, consistent with industry practice, substantially all of Millbrook's
customer supply agreements are on a month-to-month basis. Millbrook does have
multi-year supply agreements with certain of its significant customers. None of
these supply agreements is for a period of greater than three years.

        For the years ended March 31, 2002 and March 31, 2001, Millbrook's two
largest customers, Shaw's Supermarkets and Ames Department Stores ("Ames"),
together represented approximately 31.9% and 27.9% of its total revenues,
respectively. During the year ended March 31, 2002, Ames filed for protection
under Chapter 11 of the Bankruptcy Code and is presently developing its
reorganization plan. As of March 31, 2002, Millbrook has a significant
continuing business relationship with Ames.

        Suppliers. Millbrook purchases products from leading suppliers in each
of its categories. For the year ended March 31, 2002, the five largest suppliers
in each of Millbrook's three principal product categories were:

        (i)     for specialty foods, World Finer Foods, The B. Manischewitz
                Company, LLC, Unilever (Best Foods and Lipton), The Hain
                Celestial Group and R.C. Bigelow;

        (ii)    for health and beauty care products, Procter & Gamble, Johnson &
                Johnson, Pfizer/Warner Lambert, Unilever HPC and Gillette; and

        (iii)   for general merchandise, Legg's Hosiery, Hartz Mountain Corp.,
                Mead Products, Bradshaw International and Faucet Queen.

        For the year ended March 31, 2002, the five largest suppliers
represented (i) for specialty foods, 11% of total purchases; (ii) for health and
beauty care products, 19% of total purchases; and (iii) for general merchandise,
2% of total purchases.


                                       4
<PAGE>

The B. Manischewitz Company, LLC

        The Industry. According to Progressive Grocer, the U.S. grocery industry
has been characterized by relatively stable growth based on modest price and
population increases, with total sales of approximately $517.5 billion in 2001
reflecting a compound annual growth rate of 4.1% for the five years ended 2001.
According to Integrated Marketing Communications, Inc., kosher foods are one of
the fastest growing categories of the specialty food segment and are
characterized by a stable base of loyal consumers represented primarily by the
Jewish population. According to Integrated Marketing Communications, Inc. and
Packaged Facts, since 1992, sales of kosher foods have increased significantly
among non-Jewish consumers due to heightened awareness of the quality of
ingredients, rabbinical supervision and processing techniques used in
manufacturing kosher foods, together with growing interest in healthier foods
and the trend toward healthier lifestyles.

        Kosher foods are manufactured in accordance with Jewish dietary laws,
which require strict adherence to quality and cleanliness standards. Achieving
such standards requires specialized knowledge and the supervision of a
designated kosher certification agency. Due to the production methods used,
kosher products generally are considered to contain higher quality and healthier
ingredients. According to Integrated Marketing Communications, Inc.,
approximately 40% of the overall kosher category is kosher for Passover
products, which are prepared under even more stringent guidelines than all year
round kosher products.

        Products. Manischewitz' core businesses consist of traditional products
sold primarily to Jewish consumers under the Manischewitz brand; canned fish and
condiments under the Season brand; and natural and organic snack foods sold
under the Guiltless Gourmet(R) brand. Manischewitz is a manufacturer of products
historically consumed during certain Jewish holidays, principally Passover which
occurs during the spring, and Rosh Hashanah which occurs during the fall.
Manischewitz believes that, among the Jewish population, approximately 100%
recognize the Manischewitz brand name and 90% have tried one or more
Manischewitz products. Manischewitz believes that, among the non-Jewish
population, approximately 80% are familiar with the Manischewitz brand name and
over 50% have tried one or more Manischewitz products. Guiltless and Season
products are consumed all-year round.

        Manischewitz has built its brand awareness and consumer base by offering
a broad assortment of products that can be consumed throughout the year, as well
as expanding its product offerings to accommodate changing tastes and the
popularity of various food items. Manischewitz' recent product offerings include
Mediterranean products, full strength canned soups, preserves and snack items.
Many of the new product offerings are intended to appeal to the mainstream
population to expand the customer base for Manischewitz' product line.

        Manischewitz also licenses its name to other entities for use in the
manufacture, distribution and sale of certain kosher products including wine and
other food products. For each of the years in the three year period ended
March 31, 2002, licensing revenues represented approximately 2% of Manischewitz'
total revenues.

        Baked Products. Baked products include daily matzo, Passover matzo
(which is produced to more exacting standards dictated by religious tenets for
Passover) and crackers. The majority of these products are baked at
Manischewitz' Jersey City, New Jersey facilities. Matzo products in this
category are sold under the Manischewitz(R), Horowitz Margareten(R) and
Goodman's brand names. Matzo product sales generated approximately 29.7%, 33.5%
and 32.9% of Manischewitz' total revenues in fiscal 2002, 2001 and 2000,
respectively. Manischewitz has a license agreement with Goodman's to use its
name on matzo products and matzo-related products through 2003. In fiscal 2002,
matzo products and matzo-related products sold under the Goodman's name
represented less than 1% of Manischewitz' total revenues.


                                       5
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        Manufactured Products. Manufactured products consist of a variety of
soups, sauces, fish, borscht and other processed foods. The majority of these
products are produced at Manischewitz' Vineland, New Jersey facility.
Manufactured product sales accounted for approximately 16.6%, 17.6% and 28.1% of
Manischewitz' total revenues in fiscal 2002, 2001 and 2000, respectively.

        Co-Packed Products. Manischewitz markets a number of co-packed products,
including cookies, confectionery products, noodles, pasta, tortilla chips,
salsa, condiments, dry soup mixes and canned fish principally under the
Manischewitz, Horowitz Margareten, Goodman's, Season and Guiltless Gourmet brand
names. Manischewitz expects to continue to employ co-packers as a capital
efficient means of bringing its new products to market. Co-packed products
generated approximately 52.3%, 46.4% and 37.3% of Manischewitz' total revenues
in fiscal 2002, 2001 and 2000, respectively.

        Marketing and Product Development. In fiscal 2002, 2001 and 2000,
spending on marketing and trade promotion represented approximately 5.9%, 5.1%
and 3.7% of total revenues, respectively. Consistent with its overall business
strategy, management continued to increase spending on advertising, marketing
and promotion of Manischewitz' existing products and new product offerings,
including package design costs.

        The Manischewitz product line continues to be expanded to strengthen and
broaden its popular appeal. Packaging has been updated to better communicate
good taste and high quality, enhance visibility on store shelves and attract a
broader spectrum of Jewish and non-Jewish consumers. Manischewitz has introduced
no-fat and low-fat items to reinforce the positive health aspects of its
products. Where appropriate, recipes have been improved and new flavors
introduced. In addition, Manischewitz has introduced new products targeted at
both Jewish and non-Jewish consumers and has begun to capitalize on the positive
Manischewitz brand image among consumers. Further, the Guiltless Gourmet brand
allows Manischewitz to capitalize on the growth of natural and organic foods by
developing new products to broaden the brand's presence and take advantage of
Manischewitz' distribution base. In addition, in fiscal 2002, Manischewitz began
sponsoring "Jewish Cooking in America" on PBS.

        Distribution. Manischewitz principally sells its products to independent
distributors operating throughout the U.S. and Canada. Two of its independent
distributors represented approximately 39.4%, 37.9% and 40.0% of total revenues
in fiscal 2002, 2001 and 2000, respectively. For each of the years in the three
year period ended March 31, 2002, one of the two largest independent
distributors was Manischewitz' affiliate, Millbrook. Among its customer base,
supermarkets represented approximately 90% of Manischewitz' fiscal 2002 total
revenues and other customers represented approximately 10%. We believe that
Manischewitz' five largest supermarket customers are Kroger, Albertson's,
Publix, Wakefern (Shop Rite) and Royal Ahold.

        We estimate that Manischewitz' products are sold in a majority of the
supermarkets throughout the U.S. Due to their importance to Jewish consumers,
Manischewitz' products are "must carry" items for many supermarkets in the U.S.
We continue to seek to obtain shelf space from supermarkets in sections other
than in the kosher aisle. The ability to display Manischewitz' products in the
non-kosher supermarket aisles for products such as crackers, noodles, soups and
side dishes, will enhance awareness of Manischewitz' products, particularly
among non-Jewish consumers. We believe the Guiltless Gourmet brand will benefit
from expanded distribution in both the natural and snack food aisles in
supermarkets. To support these efforts, we will continue to increase retail and
trade promotional expenditures to enhance product presence and increase sales.


                                       6
<PAGE>

Raw Materials

        The Companies, through its Manischewitz subsidiary, utilize a number of
raw materials in the manufacture of its matzo and matzo-related products,
principally flour. Manischewitz utilizes significant quantities of various fish
in the manufacture of its gefilte fish and the co-packing of its other canned
fish products. Manischewitz also purchases organic corn and spices for the
co-packing of its Guiltless tortilla chips. Supplies of these ingredients are
readily available from a number of sources and are purchased based on quality
and price.

Competition

Millbrook Distribution Services Inc.

        Specialty Foods. The competition in the specialty foods segment is
fragmented among approximately 100 distributors, most of which are small and
geographically limited. Millbrook is able to compete effectively in the
specialty foods segment based on its breadth of products and its logistics
capabilities. Its "piece pick" capability gives Millbrook's retailers product
variety without the inventory investment in slower-moving, high margin specialty
food products. Unlike most other specialty food distributors, Millbrook offers a
single source of supply for specialty foods, health and beauty care products and
general merchandise. This generates transportation and distribution efficiencies
for Millbrook. Millbrook's principal competitors in this segment are Gourmet
Awards and Haddon House.

        Health and Beauty Care. Supermarkets historically have placed health and
beauty care products wherever shelf space was available. As supermarkets do not
have the available shelf space to compete with the breadth of health and beauty
care items carried by mass merchandisers, they have become reliant on delivery
and inventory techniques that maximize product variety. Management is of the
opinion that Millbrook's "piece pick" capability and breadth of health and
beauty care product assortment allows its supermarket customers to effectively
compete with mass merchandisers in this product category. Millbrook's principal
competitors in this segment are SuperValu, Fleming and Associated Wholesale
Grocers.

        General Merchandise. Supermarkets are refocusing their efforts to carry
general merchandise specifically matched to their customer profiles and
rethinking the manner in which they allocate shelf space to general merchandise.
We believe product competition in selection and promotion at the retail level
favors distributors such as Millbrook. Millbrook's buying power results in a
large assortment of general merchandise that is continually tailored to meet its
customers' and the consumers' needs. Through Millbrook's "piece pick"
capability, this assortment is available to the retailers with a lower inventory
investment and space allocation. Millbrook's principal competitors in this
segment are SuperValu, Fleming and Associated Wholesale Grocers.

        Retail Services. The retail services industry is competitive and is
predominantly comprised of a large number of small organizations that are either
retailer, channel or region specific. In the opinion of management, there are
numerous retail service companies competing with Millbrook Retail Solutions(SM).
The principal competitive factors within the industry include (i) breadth and
quality of client services; (ii) price; (iii) the ability to execute specific
client priorities rapidly and consistently over a wide geographical region; and
(iv) technological capability.

        We believe the combination of the quality of Millbrook Retail Solutions'
client services and Millbrook's breadth of expertise, including its
retail-oriented technology, experience at store level and logistics capabilities
is unique in the industry.


                                       7
<PAGE>

The B. Manischewitz Company, LLC

        Manischewitz competes within a small group of branded kosher food
manufacturers. In the matzo category, all of the domestic producers have been in
the industry for over 80 years. Manischewitz' brand names and the complexities
of complying with kosher manufacturing requirements have all contributed to the
stability of the competitive environment faced by Manischewitz. Management's
business strategy includes promoting and marketing Manischewitz products in the
non-kosher aisles of supermarkets. However, outside the kosher aisle,
Manischewitz products compete with the products of a significant number of
companies of varying sizes, including divisions or subsidiaries of larger
companies. Many of these competitors have multiple product lines as well as
substantially greater financial and other resources available to them.

        Manischewitz' primary competitor in the production and distribution of
matzo is Streit's, a New York based family-owned regional marketer. Within the
gefilte fish market, Manischewitz competes primarily with Rokeach and its
related brands, including Mothers, Old Vienna and Mrs. Adlers. For Manischewitz'
Guiltless Gourmet brand, the primary competitor in the marketing and
distribution of its all-natural snack products are the brands owned by The Hain
Celestial Group. These brands include Terra Chips and Garden of Eatin'. For
Manischewitz' Season brand, the primary competitors in the marketing and
distribution of its canned fish products are Beach Cliff, Brunswick and King
Oscar.

        Management believes that Manischewitz' loyal customer base and name
recognition make the brand less vulnerable to competition with respect to its
core products.

Trademarks

        Manischewitz owns a number of registered trademarks in the U.S., Canada,
Europe, Israel, South Africa and South America. The registered trademarks in the
U.S. include Manischewitz(R), Horowitz Margareten(R), Onion Tams(R), Passover
Pantry(R), Tam Tam(R), Vege-Matzo(R), Wheat Tams(R), Design Star of David(R),
Star of David & Lion Design(R), Fishlets(R), Design of Star, Lion & Scroll(R),
Deborah Ross & Design(R), Bakit(R), Garlic Tam(R), Horowitz Margareten &
Design(R), Season(R), Season Kosher Select(R), Gold Boat(R), Atlantic
Gourmet(R), Moadim(R), Guiltless Gourmet(R) and Gourmet without Guilt(R).
Manischewitz has granted exclusive licenses under certain of its trademarks to
others for the manufacture and sale of wine and other food products. Such
licenses are limited in scope to certain territories and entitle Manischewitz to
royalties based on the net sales or revenues of the licensed products sold.
Management is not aware of any facts that would have a material adverse impact
on the continued use of any of its trademarks and trade names.

        (d)     Other Matters

Employees

        As of March 31, 2002, we had a total of 1,600 full-time employees, 170
part-time employees and the ability to draw upon 300 service merchandisers
on-call nationwide.

        Millbrook has approximately 200 unionized workers. Most of the unionized
workers are located at the East Brunswick, NJ and Youngstown, OH distribution
centers which were acquired as part of the Epstein and Miller Buckeye asset
acquisitions. These unionized workers are represented under contracts with
Teamsters Local 802, which was ratified in December 2000 and will expire in June
2006 and Teamsters Local 377, which was ratified in April 2000 and will expire
in July 2004.


                                       8
<PAGE>

        Manischewitz has approximately 180 unionized workers at the Jersey City,
NJ and Vineland, NJ facilities. Most of the unionized workers at the Jersey
City, NJ facility are represented under a contract with Bakery, Confectionery
and Tobacco Workers International Union (AFL-CIO, Local 3), which was ratified
in October 2000 and will expire in September 2005. The unionized workers at the
Vineland, NJ facility are represented under a contract with United Food and
Commercial Workers Union (Local 56), which was ratified in May 2000 and will
expire in April 2005.

        Management believes that Manischewitz' and Millbrook's relations with
their employees and the unions representing certain groups of employees are
generally good.

        (e)     Financial Information about Foreign and Domestic Operations

        Millbrook provides distribution services to retail locations in 42
states throughout the United States, primarily east of the Rocky Mountains.
Manischewitz' products are primarily sold through distributors throughout the
United States. Revenues generated by sales to distributors primarily in Canada,
Europe and the Middle East accounted for less than 2% of Manischewitz' revenues
in each of the years in the three year period ended March 31, 2002.

Item 2. Properties

        Facilities. Millbrook's corporate headquarters are located in Leicester,
Massachusetts, where management and administrative functions are performed.
Millbrook currently uses five distribution centers:

<TABLE>
<CAPTION>
                                                                                        Approximate      Lease
                                                                                          Square       Expiration
Property                                              Location           Own or Lease     Footage        Date
--------                                              --------           ------------     -------        ----
<S>                                                   <C>                    <C>         <C>           <C>
National Support Center/Distribution Center.........  Harrison, AR            Own        1,200,000        --
Corporate Headquarters/Distribution Center..........  Leicester, MA          Lease         188,000     11/30/06
Distribution Center.................................  Youngstown, OH         Lease         262,000     03/31/07
Distribution Center.................................  Worcester, MA          Lease         241,300     08/31/07
Distribution Center.................................  E. Brunswick, NJ       Lease         177,600     07/31/08
</TABLE>

        During the year ended March 31, 2001, Millbrook closed its Ozark, AL
distribution center and it is presently being marketed for sale. In addition,
Millbrook uses 65 transfer depots located in 21 states.

        Millbrook owns or leases its fleet of approximately 100 tractors, 250
trailers and 160 vans.

        Manischewitz' corporate headquarters are located in Jersey City, New
Jersey, where management and administrative functions are performed.
Manischewitz occupies the following properties, all of which are used in
connection with its food business:

<TABLE>
<CAPTION>
                                                                                                 Approximate
                                                                                                    Square
Property                                                Location              Own or Lease         Footage
--------                                                --------              ------------         -------
<S>                                                     <C>                        <C>             <C>
Bakery/Warehouse/Office.............................    Jersey City, NJ            Own             139,100
Manufacturing facility..............................    Vineland, NJ               Own              67,700
</TABLE>

        The Jersey City, New Jersey bakery operates on a two-shift basis during
four months of the year and a three-shift basis during seven months of the year.
Each shift consists of eight hours. The plant, which has computerized production
equipment, is shut down for the month of July for maintenance and to prepare the
plant to meet the kosher requirements for Passover production.


                                       9
<PAGE>

        The Vineland, New Jersey manufacturing and warehousing facility is
located on a five-acre site. It has the capacity to produce 11,000 pounds of
processed fish per shift. The facility operates on a single shift basis
throughout the year, with its primary maintenance period in April.

Item 3. Legal Proceedings

        Holdings and Enterprises are subject to various legal actions,
regulatory investigations and proceedings and claims threatened or pending in
the normal course of their business. Neither Holdings nor Enterprises is a party
to any action or proceeding which, in the opinion of management, to the extent
not provided for through insurance, indemnification or established reserves, is
likely to have a material adverse effect on their consolidated financial
condition or consolidated results of operations.

Item 4. Submission of Matters to a Vote of Security Holders

        None.

                                     PART II

Item 5. Market for Registrants' Common Equity and Related Stockholder Matters

        None.

Item 6. Selected Financial Data

        The selected consolidated financial data of Holdings and Enterprises
presented below as of March 31, 2002 and 2001 and for each of the years in the
three year period ended March 31, 2002 were derived from the audited
consolidated financial statements of Holdings and Enterprises (the "Consolidated
Financial Statements") set forth herein. The selected consolidated financial
data as of March 31, 2000 and 1999 and for the year ended March 31, 1999 were
derived from the Consolidated Financial Statements of Holdings and Enterprises
which are not presented herein. The selected financial data as of March 31, 1998
and for the year then ended was derived from the financial statements of
Millbrook which are not presented herein. The data should be read in conjunction
with the Consolidated Financial Statements, related notes and other financial
information included herein.

<TABLE>
<CAPTION>
                                                   Holdings                                      Enterprises
                                --------------------------------------------------------------------------------------------------

For the years ended March 31,     1998      1999     2000       2001      2002      1998     1999      2000       2001      2002
-----------------------------     ----      ----     ----       ----      ----      ----     ----      ----       ----      ----

                                                                      (Dollars in Thousands)

Statement of Operations Data:
-----------------------------
<S>                             <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
Revenues.....................   $470,201  $508,293  $580,531  $652,331  $596,302  $470,201  $508,293  $580,485  $652,331  $596,302
Gross profit.................    110,039   123,457   138,089   162,723   147,665   110,039   123,457   138,043   162,723   147,665
Operating expenses...........    102,664   113,533   122,124   153,965   137,740   102,656   113,533   122,103   153,888   137,674
Operating income.............      7,375     9,924    15,965     8,758     9,925     7,383     9,924    15,940     8,835     9,991
Interest expense, net........      5,079    20,020    18,960    20,357    19,047     5,079    14,949    15,888    17,193    15,722
Provision (benefit) for
   income taxes..............      1,122    (3,174)   (1,146)   (3,411)   (2,602)    1,122    (1,399)      288    (2,139)   (1,642)
Income (loss) before
   extraordinary item........      1,174    (6,922)   (1,849)   (8,188)   (6,520)    1,182    (3,626)     (236)   (6,219)   (4,089)
Extraordinary gain, net
   of income taxes...........                         12,914     3,194                                   4,742     3,194
Net income (loss)............      1,174    (6,922)   11,065    (4,994)   (6,520)    1,182    (3,626)    4,506    (3,025)   (4,089)
Balance Sheet Data:
Working capital..............   $ 30,798  $ 51,288  $ 54,549  $ 76,310 $  46,106  $ 30,796  $ 46,382  $ 55,066  $ 77,137  $ 50,412
Property, plant and equipment,
      net....................     23,395    38,467    37,199    32,629    29,486    23,395    38,467    37,199    32,629    29,486
Total assets.................    108,772   297,992   290,178   311,008   261,451   108,875   279,838   285,715   310,668   263,920
Total debt...................     38,110   184,049   170,089   204,973   168,592    38,110   136,049   145,089   179,973   143,592
</TABLE>


                                       10
<PAGE>

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

        The following discussion and analysis of Holdings' and Enterprises'
financial condition and results of operations should be read in conjunction with
the financial information included in their Consolidated Financial Statements.

Overview

        Holdings was formed in 1996 to build a fully integrated specialty food
business by acquiring food manufacturers with strong brand names and integrating
their products with a strong distribution network. On March 31, 1997, Holdings
acquired Millbrook from McKesson. On May 1, 1998, Enterprises, a wholly-owned
subsidiary of Holdings, acquired Manischewitz. The results of operations of
Manischewitz are included in the consolidated results of operations since its
date of acquisition. Concurrent with the Manischewitz acquisition, Holdings
contributed Millbrook to Enterprises. This contribution was accounted for as an
"as if" pooling of interests. Prior to its acquisition of Millbrook, Holdings
had no operations. Enterprises, which was formed in 1998 to acquire
Manischewitz, had no operations prior to that acquisition.

        On January 31, 2000, Millbrook acquired certain of the assets and
operations of Epstein. On April 17, 2000, Millbrook acquired substantially all
of the assets and operations of Miller Buckeye. On November 1, 2000,
Manischewitz acquired substantially all of the assets and operations of
Guiltless. The operating results of Epstein's distribution business and Miller
Buckeye are reflected in the operating results of Millbrook since their
respective dates of acquisition. The operating results of the Season brand
business and Guiltless are reflected in the operating results of Manischewitz
since their respective dates of acquisition.

General

        Holdings' and Enterprises' operating subsidiaries are Millbrook and
Manischewitz. Operating costs and expenses consist of cost of sales,
distribution and warehousing and selling, general and administrative expenses.
Cost of sales includes the cost of products manufactured and purchased by
Manischewitz, including raw materials, products purchased under co-packing
arrangements and manufacturing payroll and related employee benefit costs, and
the cost of products distributed by Millbrook. Distribution and warehousing
expenses include payroll and related employee benefit costs of Millbrook's
distribution operation, Manischewitz' third-party storage costs and
transportation costs. Selling, general and administrative expenses include
payroll and related employee benefit costs of Millbrook's and Manischewitz'
various sales organizations and other general and administrative functions.

Year Ended March 31, 2002 Compared to the year ended March 31, 2001

        Revenues. Revenues for the year ended March 31, 2002 decreased $56.0
million or 8.6% to $596.3 million as compared to $652.3 million for the year
ended March 31, 2001. Revenues include:

        (i)     Millbrook's revenues of $547.8 million for the year ended March
                31, 2002 as compared to $607.8 million for the year ended March
                31, 2001;

        (ii)    Manischewitz' revenues of $60.5 million for the year ended March
                31, 2002 as compared to $56.9 million for the year ended March
                31, 2001; and


                                       11
<PAGE>

        (iii)   Intersegment sales, which are eliminated in consolidation, of
                $12.0 million for the year ended March 31, 2002 as compared to
                $12.4 million for the year ended March 31, 2001.

Millbrook's revenues decreased $60.0 million or 9.9% for the year ended
March 31, 2002 as compared to the prior year. The decrease in revenues is
principally due to decreased sales to certain customers as a result of several
factors, including customer decisions to move toward self-distribution, customer
financial difficulties, customer losses (principally during the second half of
fiscal 2001) and industry consolidation, the aggregate of which exceeded the
growth of sales to certain other customers. During the two years ended March 31,
2002, Millbrook's revenues were negatively impacted by the financial
difficulties of three of its significant customers (Bradlees, Ames and K-Mart),
all of which filed for protection under Chapter 11 of the Bankruptcy Code.
Bradlees ultimately liquidated in March 2001. Ames and K-Mart are currently
operating in bankruptcy and are developing their reorganization plans. As of
March 31, 2002, Millbrook only has a significant continuing business
relationship with Ames.

Manischewitz' revenues increased $3.6 million or 6.3% for the year ended
March 31, 2002 as compared to the prior year. This increase is principally due
to the following:

        (i)     sales to new customer accounts gained as a result of the
                Guiltless Gourmet acquisition in November 2000 and increased
                sales of Season brand products ($5.6 million); partially offset
                by

        (ii)    decreased sales of Manischewitz brand products ($1.3 million).

Gross Profit. Gross profit for the year ended March 31, 2002 was $147.7 million
as compared to $162.7 million for the year ended March 31, 2001, a decrease of
$15.0 million or 9.3%. As a percentage of revenues, the gross profit margin was
24.8% for the year ended March 31, 2002 as compared to 24.9% for the year ended
March 31, 2001.

The decrease in gross profit dollars and its impact on gross profit margin is
primarily due to the following:

        (i)     decreased gross profit dollars associated with Millbrook's lower
                revenues ($17.7 million) and decreased gross profit margin
                resulting from the shift in Millbrook's customer base from
                serviced to non-serviced customers (0.1%); partially offset by

        (ii)    increased gross profit dollars on sales to new customer accounts
                gained as a result of the Guiltless Gourmet acquisition in
                November 2000 and sales of Season brand products ($3.4 million).

Operating Expenses. Distribution and warehousing expenses for the year ended
March 31, 2002 were $54.1 million as compared to $59.8 million for the year
ended March 31, 2001. As a percentage of revenues, distribution and warehousing
expenses decreased to 9.1% for the year ended March 31, 2002 as compared to 9.2%
for the year ended March 31, 2001. Distribution and warehousing costs were
impacted by the following:

        (i)     lower headcount resulting from the closure of Millbrook's
                distribution center in Greenville, North Carolina and the
                consolidation of its Cincinnati, Ohio refrigerated facility into
                its Youngstown, Ohio distribution center; and

        (ii)    lower transportation costs realized from cost reduction programs
                implemented by Millbrook's management to achieve more efficient
                routing and enhanced utilization of its fleet; partially offset
                by


                                       12
<PAGE>

        (iii)   increased distribution costs associated with sales to new
                customer accounts gained as a result of the Guiltless Gourmet
                acquisition in November 2000.

Selling, general and administrative expenses for the year ended March 31, 2002
were $79.4 million as compared to $90.1 million for the year ended March 31,
2001. As a percentage of revenues, selling, general and administrative expenses
decreased to 13.3% for the year ended March 31, 2002 as compared to 13.8% for
the year ended March 31, 2001. This decrease is principally due to the
following:

        (i)     lower headcount in Millbrook's salesforce due to reductions made
                during the year ended March 31, 2002 directly related to
                customer losses;

        (ii)    lower headcount in Millbrook's general and administrative
                departments as a result of the consolidation in August 2000 and
                April 2001 of the Epstein and Miller Buckeye operations,
                respectively, which were acquired in the prior fiscal year; and

        (iii)   lower headcount in Millbrook's selling, general and
                administrative functions realized from a cost reduction program
                implemented by Millbrook's management to streamline its
                workforce; partially offset by

        (iv)    incremental compensation and related employee benefit costs
                resulting from the Guiltless Gourmet acquisition in November
                2000.

        Amortization of intangibles was $4.2 million for the year ended
March 31, 2002 as compared to $4.1 million for the year ended March 31, 2001.
This increase is due to amortization resulting from the Guiltless acquisition.

        Interest Expense. Interest expense for the year ended March 31, 2002 was
$19.0 million (consisting of $3.3 million for Holdings and $15.7 million for
Enterprises, respectively) as compared to $20.4 million (consisting of $3.2
million for Holdings and $17.2 million for Enterprises, respectively) for the
year ended March 31, 2001. The decrease in interest expense is primarily
attributable to lower interest rates on the Company's revolving credit
borrowings and slightly lower levels of debt outstanding under the Company's
Credit Agreement. The average interest rate on Holdings' and Enterprises' debt
outstanding during the year ended March 31, 2002 was 9.8% and 9.3%,
respectively.

        Taxes. For the year ended March 31, 2002, the benefit for income taxes
was $2.6 million and $1.6 million for Holdings and Enterprises, respectively, as
compared to a benefit of $3.4 million and $2.1 million for Holdings and
Enterprises for the year ended March 31, 2001. The change of $0.8 million and
$0.5 million for Holdings and Enterprises, respectively, principally relates to
the results of operations. The benefit for income taxes for the year ended March
31, 2002 also includes a valuation allowance of $0.4 million established to
offset the portion of the deferred tax asset related to Holdings' state tax loss
carryforwards.

        Extraordinary Item - Early Extinguishment of Debt. The extraordinary
gain on early extinguishment of debt for the year ended March 31, 2001 was $3.2
million (net of income taxes of $2.1 million). This gain resulted from
Enterprises' repurchase of approximately $18.8 million of its outstanding 10.5%
Notes.

        Net Income (Loss). As a result of the foregoing, the net loss for the
year ended March 31, 2002 was $6.5 million and $4.1 million for Holdings and
Enterprises, respectively, as compared to $5.0 million for Holdings and $3.0
million for Enterprises for the year ended March 31, 2001.


                                       13
<PAGE>

Year Ended March 31, 2001 Compared to the year ended March 31, 2000

        Revenues. Revenues for the year ended March 31, 2001 increased $71.8
million or 12.4% to $652.3 million as compared to $580.5 million for the year
ended March 31, 2000. Revenues include:

        (i)     Millbrook's revenues of $607.8 million for the year ended March
                31, 2001 as compared to $538.5 million for the year ended March
                31, 2000;

        (ii)    Manischewitz' revenues of $56.9 million for the year ended March
                31, 2001 as compared to $49.6 million for the year ended March
                31, 2000; and

        (iii)   Intersegment sales, which are eliminated in consolidation, of
                $12.4 million for the year ended March 31, 2001 as compared to
                $7.6 million for the year ended March 31, 2000.

        Millbrook's revenues increased $69.3 million or 12.9% as compared to the
prior year. This increase is principally due to the following:

        (i)     distribution sales ($95.1 million) to new customer accounts
                gained as a result of the Epstein and Miller Buckeye
                acquisitions; partially offset by

        (ii)    decreased sales ($25.1 million) to certain customers as a result
                of several factors, including customer losses during the year,
                industry consolidation, significantly reduced customer
                promotional activities and customer financial difficulties, the
                aggregate of which exceeded the growth of sales to certain other
                customers.

        Manischewitz' revenues increased $7.3 million or 14.6% as compared to
the prior year. This increase is principally due to sales of Season brand
products acquired as part of the Epstein acquisition ($4.6 million) and sales to
new customer accounts gained as a result of the Guiltless acquisition in
November 2000 ($2.7 million).

        Gross Profit. Gross profit for the year ended March 31, 2001 was $162.7
million as compared to $138.1 million for the year ended March 31, 2000, an
increase of $24.6 million or 17.8%. As a percentage of revenues, the gross
profit margin was 24.9% for the year ended March 31, 2001 as compared to 23.8%
for the year ended March 31, 2000.

        The increase in gross profit dollars and its impact on gross profit
margin is primarily due to the following:

        (i)     distribution sales acquired as part of the Epstein acquisition
                and additional margin dollars associated with the favorable
                shift in Millbrook's product mix from lower margin health and
                beauty care products to higher margin specialty food products
                ($6.3 million or 0.9%); and

        (ii)    distribution sales acquired as part of the Miller Buckeye
                acquisition ($17.6 million or 0.2%).

        Operating Expenses. Distribution and warehousing expenses for the year
ended March 31, 2001 were $59.8 million, as compared to $46.2 million for the
year ended March 31, 2000. As a percentage of revenues, distribution and
warehousing expenses increased to 9.2% for the year ended March 31, 2001 as
compared to 8.0% for the year ended March 31, 2000. The increase in distribution
and warehousing costs is principally due to:


                                       14
<PAGE>

        (i)     the addition of new distribution facilities in East Brunswick,
                New Jersey and Youngstown, Ohio as a result of the Epstein and
                Miller Buckeye acquisitions;

        (ii)    increased compensation and related employee benefit costs due to
                a tightening labor market and resulting labor shortages at
                Millbrook's two largest distribution center locations; and

        (iii)   rising energy prices increased operating costs associated with
                the Companies' facilities and Millbrook's fleet.

        Selling, general and administrative expenses for the year ended
March 31, 2001 were $90.1 million, as compared to $72.9 million for the year
ended March 31, 2000. As a percentage of revenues, selling, general and
administrative expenses increased to 13.8% for the year ended March 31, 2001 as
compared to 12.6% for the year ended March 31, 2000. This increase primarily
consists of the following:

        (i)     incremental selling, general and administrative costs associated
                with the Epstein ($3.0 million) and Miller Buckeye ($8.5
                million) acquisitions;

        (ii)    costs associated with Millbrook's operations resulting from
                general increases in a number of areas, including management
                information systems and compensation and related employee
                benefits ($1.5 million) and the loss on impairment of assets
                held for sale ($0.4 million); and

        (iii)   an increase of $1.6 million associated with Manischewitz'
                operations principally relating to television advertising,
                promotional materials and market research associated with
                certain mainstream products.

        Amortization of intangibles was $4.1 million for the year ended
March 31, 2001 as compared to $3.1 million for the year ended March 31, 2000.
This increase is due to amortization resulting from the Epstein, Miller Buckeye
and Guiltless acquisitions.

        Interest Expense. Interest expense for the year ended March 31, 2001 was
$20.4 million (consisting of $3.2 million for Holdings and $17.2 million for
Enterprises, respectively) as compared to $19.0 million (consisting of $3.1
million for Holdings and $15.9 million for Enterprises, respectively) for the
year ended March 31, 2000. The increase in interest expense is primarily
attributable to higher levels of debt outstanding under the credit agreement as
a result of its recent acquisitions, partially offset by Enterprises' repurchase
of 10.5% senior notes. The average interest rate on Holdings' and Enterprises'
debt outstanding during the year ended March 31, 2001 was 10.7% and 10.3%,
respectively.

        Taxes. For the year ended March 31, 2001, the benefit for income taxes
was $3.4 million and $2.1 million for Holdings and Enterprises, respectively, as
compared to a benefit of $1.1 million for Holdings and a provision of $0.3
million for Enterprises for the year ended March 31, 2000. The change of $2.3
million and $2.4 million for Holdings and Enterprises, respectively, principally
relates to the results of operations.


                                       15
<PAGE>

        Extraordinary Item - Early Extinguishment of Debt. The extraordinary
gain on early extinguishment of debt for the year ended March 31, 2001 was $3.2
million (net of income taxes of $2.1 million). This gain resulted from
Enterprises' repurchase of approximately $18.8 million of its outstanding 10.5%
senior notes. The extraordinary gain on early extinguishment of debt for the
year ended March 31, 2000 was $12.9 million (consisting of $8.2 million, net of
income taxes of $5.4 million for Holdings and $4.7 million, net of income taxes
of $3.1 million for Enterprises). This gain resulted from Holdings' repurchase
of $23.0 million of its outstanding 13% senior notes and Enterprises' repurchase
of approximately $20.9 million of its outstanding 10.5% senior notes.

        Net Income (Loss). As a result of the foregoing, the net loss for the
year ended March 31, 2001 was $5.0 million and $3.0 million for Holdings and
Enterprises, respectively, as compared to net income of $11.1 million for
Holdings and $4.5 million for Enterprises for the year ended March 31, 2000.

Financial Condition, Liquidity and Capital Resources

        Operations for the year ended March 31, 2002, excluding non-cash charges
for depreciation, amortization and deferred income taxes and other non-cash
charges, provided cash of $2.6 million for Holdings and $5.2 million for
Enterprises as compared to providing cash of $2.3 million for Holdings and $4.3
million for Enterprises for the year ended March 31, 2001. During the year ended
March 31, 2002, other changes in assets and liabilities resulting from operating
activities provided cash of $29.1 million for Holdings and $28.1 million for
Enterprises as compared to utilizing cash of $16.4 million for Holdings and
$15.1 million for Enterprises for the year ended March 31, 2001. This activity
resulted in net cash provided by operating activities of $31.7 million for
Holdings and $33.3 million for Enterprises in fiscal 2002 as compared to net
cash utilized by operations of $14.1 million for Holdings and $10.8 million for
Enterprises in fiscal 2001. Investing activities, which principally consisted of
the acquisitions of plant and equipment in both fiscal years and the
acquisitions of substantially all of the net assets of Miller Buckeye and
Guiltless in fiscal 2001, resulted in a use of cash of $1.9 million and $25.0
million for both Holdings and Enterprises for the years ended March 31, 2002 and
2001. During the year ended March 31, 2002, financing activities, which
principally consisted of the repayment of $36.4 million under the credit
agreement by Holdings and Enterprises, offset by a $1.6 million payment from the
interest escrow account by Holdings, utilized cash of $34.8 million for Holdings
and $36.4 million for Enterprises. The amounts repaid under the credit agreement
include the utilization of $7.2 million of cash surrender value available under
Millbrook's deferred compensation arrangements. During the year ended March 31,
2001, financing activities, which principally consisted of the repurchase of
approximately $18.8 million of senior notes for $13.0 million by Enterprises,
offset by $3.3 million of payments from the interest escrow account by Holdings;
and additional borrowings of $53.7 million under the credit agreement by
Holdings and Enterprises, provided cash of $44.0 million for Holdings and $40.7
million for Enterprises.

        At March 31, 2002, outstanding borrowings under the credit agreement
were $63.2 million, consisting of $60.4 million of revolving credit loans and an
amortizing term loan of $2.8 million. Under the terms of the credit agreement,
substantially all of Millbrook's assets and the accounts receivable and
inventory of Manischewitz are pledged to provide collateral for borrowings and
Enterprises is restricted from making distributions to Holdings to pay
dividends. At March 31, 2002, Millbrook and Manischewitz had approximately $4.5
million of cash and approximately $22.7 million of available borrowing capacity
under the credit agreement. In addition, there were approximately $5.9 million
of cumulative unpaid dividends on Holdings' series A and series B preferred
stock.


                                       16
<PAGE>

        The following information provides a summary of Holdings' and
Enterprises' contractual obligations and other commercial commitments as of
March 31, 2002:

<TABLE>
<CAPTION>
(Dollars in Thousands)
                                                                  Less Than                                        After 5
Contractual Obligations                             Total          1 Year        1 - 3 Years      4-5 Years         Years
--------------------------------------------     ------------    ------------    ------------    ------------    ------------
<S>                                              <C>             <C>             <C>             <C>             <C>
Long-Term Debt .............................     $    168,592    $      2,767    $     60,485    $     80,340    $     25,000
Capital Lease Obligations ..................              173              84              89              --              --
Operating Leases ...........................           23,326           5,131           9,102           7,556           1,537
Unconditional Purchase Obligations .........            1,553           1,553              --              --              --
Other Long-Term Obligations (at maturity)...           20,400             922           1,966           1,909          15,603
                                                 ------------    ------------    ------------    ------------    ------------
Total Contractual Cash Obligations .........     $    214,044    $     10,457    $     71,642    $     89,805    $     42,140
                                                 ============    ============    ============    ============    ============
</TABLE>

<TABLE>
<CAPTION>
                                                Total Amounts      Less Than                                       After 5
Other Commercial Commitments                      Committed         1 Year       1 - 3 Years      4-5 Years         Years
--------------------------------------------    -------------    ------------    ------------    ------------    ------------
<S>                                              <C>             <C>             <C>             <C>             <C>
Lines of Credit ............................     $         --    $         --    $         --    $         --    $         --
Standby Letters of Credit ..................            4,693           4,693              --              --              --
Guarantees .................................               --              --              --              --              --
Other Commercial Commitments ...............               27              27              --              --              --
                                                 ------------    ------------    ------------    ------------    ------------
Total Commercial Commitments ...............     $      4,720    $      4,720    $         --    $         --    $         --
                                                 ============    ============    ============    ============    ============
</TABLE>

        Holdings and Enterprises expect capital expenditure spending for the
year ending March 31, 2003 to be approximately $3.0 million. Such expenditures
include, among other things, leasehold improvements and the acquisition of
computer equipment and software, manufacturing machinery and equipment. It is
anticipated that these capital commitments for 2003 will be financed through
working capital, operating leases and cash flow from operations.

        Given the continuing industry consolidation of retailers and its impact
on certain of our customers, Holdings and Enterprises continue to anticipate
some loss of revenues in its health and beauty care category, which tends to be
more of a commodity nature, as acquirors seek to achieve consolidation synergies
by utilizing existing infrastructure. In addition, Holdings and Enterprises
expect some further decline in revenue in fiscal 2003 resulting from the
decision made by a prior customer to move to self-distribution. These
anticipated reductions in revenue will occur at the same time that the Companies
continue to implement their strategy of expanding the specialty food category of
their business. Holdings' and Enterprises' results of operations will be
dependent upon obtaining, and the timing of, increased revenues from existing
and new specialty food customers in light of anticipated losses from the health
and beauty care category and the aforementioned prior customer self-distribution
decision. While Holdings and Enterprises believe the transition to a greater
percentage of their composite business to the specialty food category can be
accomplished by increasing sales to existing customers and obtaining new
customers, there can be no assurance that Holdings and Enterprises can
accomplish the goals of their strategy.

        Effective May 1, 2002, Holdings amended the Indenture underlying 92%
($23.0 million) of its 13% Notes outstanding. The amendment (a) reduces the
interest rate to 6% per annum, (b) extends their maturity date from May 1, 2008
to May 1, 2010 and (c) increases the aggregate outstanding principal by
approximately $1.5 million, representing the deferred May 2002 interest payment.
Holders of these Notes will receive 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.


                                       17
<PAGE>

        Interest payments on the senior notes and borrowings under the credit
agreement represent significant obligations of Holdings, Enterprises and their
subsidiaries. The primary source of liquidity of Holdings and Enterprises will
be cash flows from the operations of Millbrook and Manischewitz and borrowings
under the credit agreement. Subject to the preceding discussion, Holdings and
Enterprises believe that, based upon current and anticipated financial
performance, asset sales, cash flows from operations and borrowings under the
credit agreement will be adequate to meet anticipated requirements for capital
expenditures, working capital and scheduled interest payments on the senior
notes. However, the capital requirements of Holdings and Enterprises may change.
The Companies are in compliance with the covenants contained in the credit
agreement and the indentures relating to the senior notes and expect to be able
to continue to comply. Each of Holdings and Enterprises believes that they have
sufficient borrowing capacity and access to private equity and debt markets to
pursue acquisition opportunities and fund extraordinary working capital
requirements, if necessary. However, there can be no assurance that capital will
be available to them on acceptable terms. At March 31, 2002, Holdings and
Enterprises had total outstanding indebtedness of $168.6 million and $143.6
million, respectively. The ability of Holdings and Enterprises to satisfy
capital requirements, to borrow under the credit agreement and to repay or
refinance the senior notes will depend on future financial performance of
Holdings and Enterprises, which in turn will be subject to general economic
conditions and to financial, business and other factors, including factors
beyond Holdings' and Enterprises' control.

Effects of Inflation and Other Matters

        For the year ended March 31, 2002, Holdings' and Enterprises' cost of
product remained relatively stable. To the extent possible, Holdings' and
Enterprises' objective is to offset the impact of inflation through productivity
enhancements, cost reductions and price increases.

        Holdings and Enterprises are not involved in any significant
environmental matters.

        Impact of New Accounting Pronouncements - SFAS No. 133 "Accounting for
Derivative Instruments and Hedging Activities" was issued in June 1998. SFAS No.
133 requires the recognition of all derivatives in the consolidated balance
sheet as either assets or liabilities measured at fair value. We adopted SFAS
No. 133, as amended by SFAS No. 137 and SFAS No. 138, during the year ended
March 31, 2001. The adoption of SFAS No. 133 has not had a material impact on
our financial position or overall trends in results of operations and has not
resulted in significant changes to the financial risk management practices.

        Emerging Issues Task Force ("EITF") Issue No. 00-25 was issued in
September 2000. EITF No. 00-25 requires the reclassification of certain
consideration paid to a reseller by a vendor as a reduction of income on the
vendor's income statement. The adoption of EITF No. 00-25 did not have a
material impact on the Companies' overall trends in results of operations.

        SFAS No. 142 "Goodwill and Other Intangible Assets" was issued in June
2001 and is effective for fiscal years beginning after December 15, 2001. Under
SFAS No. 142, goodwill and indefinite-lived intangible assets will no longer be
amortized but will be evaluated annually for impairment. Other intangible assets
will continue to be amortized over their useful lives. Application of the
non-amortization provisions of SFAS No. 142 is expected to result in an increase
in operating income of approximately $ 4.2 million per year. SFAS No. 143
"Accounting for Asset Retirement Obligations" was issued in August 2001 and is
effective for fiscal years beginning after June 15, 2001. SFAS No. 143
establishes accounting standards for recognition and measurement of a liability
for an asset retirement obligation and the associated asset retirement cost.
SFAS No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets"
was issued in October 2001 and is effective for fiscal years beginning after
December 15, 2001. SFAS No. 144 addresses financial accounting and reporting for
the impairment of long-lived assets. The Companies will adopt SFAS No. 142, 143
and 144 as each becomes effective. Management is currently evaluating the impact
that these statements will have on the Companies' financial statements.


                                       18
<PAGE>

Critical Accounting Policies

        Our consolidated financial statements are prepared in conformity with
accounting principles generally accepted in the United States of America. The
preparation of these financial statements requires the use of estimates,
judgments, and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the periods presented. Actual results may differ
significantly from the estimates previously applied by the Companies which were
based on different assumptions and conditions. The significant accounting
principles which we believe are the most important to aid in fully understanding
our financial results are the following:

        Concentration of Credit Risk - Trade accounts receivable potentially
subject the Companies to credit risk. The Companies extend credit to their
customers, principally in the U.S. supermarket industry, based upon an
evaluation of the customer's financial condition and credit history and
generally do not require collateral. The Companies' allowances for doubtful
accounts are based upon the expected collectability of trade accounts
receivable.

        The Companies operating subsidiaries, Millbrook and Manischewitz
generate 84% and 90% of their revenues, respectively, from customers in the U.S.
supermarket industry.

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

        Revenue Recognition - Revenue is recognized when products are shipped or
services are provided to customers. Provisions for returns and allowances and
bad debts are based upon historical experience and known events.

Forward-Looking Statements

        The foregoing discussion in "Management's Discussion and Analysis of
Financial Condition and Result of Operations" contains "forward-looking"
statements. 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.

        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, changes in technology and economic
conditions.


                                       19
<PAGE>

Item 7a. Quantitative and Qualitative Disclosures about Market Risk

        Market risk represents the risk of loss that may impact the consolidated
financial position, results of operations or cash flows of Holdings and
Enterprises due principally to adverse conditions in commodity market prices and
interest rate risk related to debt obligations outstanding. Holdings and
Enterprises do not use financial instruments or derivatives for any trading or
other speculative purposes.

        Holdings and Enterprises secure future commitments for certain
commodities based upon historical and projected consumption such that reasonable
possible near term changes in commodity prices would not result in a material
effect on future earnings, fair values or cash flows of Holdings and
Enterprises. Holdings and Enterprises manage interest rate risk through the
strategic use of fixed and variable rate debt.

Item 8. Financial Statements and Supplementary Data

        Refer to the Index to Financial Statements on page F-1 for the required
information.

Item 9. Changes in and Disagreements with Accountants on Accounting and
        Financial Disclosure

        None.


                                       20
<PAGE>

                                    PART III

Item 10. Directors and Executive Officers of the Registrants

        The directors and executive officers of Holdings and Enterprises, and
where indicated, the senior executive officer of each of Millbrook and
Manischewitz is as set forth in the table below:

Name                         Age     Position
--------------------------  -----    -------------------------------------------

Richard A. Bernstein*        55      Chairman, President, Chief Executive
                                       Officer and Director
Lewis J. Korman*             57      Vice Chairman and Director
Steven M. Grossman*          41      Executive Vice President, Chief Financial
                                     Officer, Treasurer and Director
James A. Cohen, Esq.*        56      Senior Vice President - Legal Affairs and
                                       Secretary and Director of Enterprises
Ira A. Gomberg*              58      Senior Vice President
Hal B. Weiss*                45      Assistant Treasurer
Richard H. Hochman           56      Director of Holdings
Jenny Morgenthau             57      Director of Holdings
Michael A. Pietrangelo       60      Director of Holdings

Senior executive officer of Millbrook:
Robert A. Sigel              48      President and Chief Executive Officer of
                                     Millbrook and Executive Vice President
                                     and Director of Holdings

Senior executive officer of Manischewitz:
Bruce W. Glickstein          56      President and Chief Executive Officer of
                                     Manischewitz and Director of Holdings

* Titles of these individuals are the same for Holdings and Enterprises unless
otherwise specified.

        Richard A. Bernstein has served as Chairman, President and Chief
Executive Officer of Holdings and Enterprises and as a director of Enterprises
since its inception in March, 1998 and of Holdings since its inception in May,
1996. In addition to his positions with Holdings and Enterprises, Mr. Bernstein
is a member of the Board of Directors and Chairman of Millbrook and is the
Chairman and Manager of Manischewitz. Mr. Bernstein is Chairman and Manager of
RABCO Luxury Holdings LLC, a New York limited liability company ("RABCO"), a
diversified holding entity for luxury products, which has the exclusive right,
through its subsidiaries, to distribute Breguet(R) watches and timepieces and
several other watch brands in the United States, Canada, Mexico and throughout
the Caribbean. Mr. Bernstein is also President of P&E Properties, Inc., a
private commercial real estate ownership/management company of which Mr.
Bernstein is the sole shareholder. Mr. Bernstein was the Chairman and Chief
Executive Officer and a director of Western Publishing Group, Inc. from 1984 to
May 1996. Mr. Bernstein also served as Chairman of the Board and Chief Executive
Officer of RABCO Health Services, Inc. and General Medical Corporation, a
medical and surgical supply distribution company, from April 1987 through August
1993, and Chairman and Chief Executive Officer of Harris Wholesale Company, a
pharmaceutical and health and beauty care distribution company, from 1989
through May 1992. Mr. Bernstein devotes substantial time to other business and
charitable activities.


                                       21
<PAGE>

        Lewis J. Korman has been Vice Chairman of Holdings and Enterprises since
their inception and is a director of Holdings and Enterprises. Mr. Korman is
also a member of the Board of Managers of Manischewitz and an equity owner of a
non-affiliated company which provides, through on-line and traditional
publishing channels, preparation and testing for (i) occupations which require
certification, and (ii) students and schools where standardized examinations are
administered for assessment or advancement. He also serves as a consultant to
companies involved in the entertainment industry. Mr. Korman also is involved in
the structuring of entrepreneurial transactions in the entertainment industry.
Prior to joining Holdings in January 1997, Mr. Korman was President and Chief
Operating Officer of Savoy Pictures Entertainment, Inc. from its founding in
1992 until its merger with Silver King Communications, Inc. in December 1996.
Prior thereto, Mr. Korman was Senior Vice President and Chief Operating Officer
of Columbia Pictures Entertainment, Inc. and Chairman of its Motion Picture
Group until its sale to Sony Corporation at the end of 1989.

        Steven M. Grossman has been Executive Vice President, Chief Financial
Officer and Treasurer and a director of Holdings and Enterprises since their
inception. In addition to his positions with Enterprises and Holdings, Mr.
Grossman is a member of the Board of Directors and Executive Vice President -
Finance and Administration of Millbrook and is a member of the Board of Managers
and the Executive Vice President, Chief Financial Officer and Treasurer of
Manischewitz. Mr. Grossman is also Executive Vice President and Chief Financial
Officer of RABCO and each of its subsidiaries and Chief Financial Officer of P&E
Properties, Inc. Mr. Grossman was Executive Vice President and Chief Financial
Officer of Western Publishing Group, Inc. from June 1994 to May 1996 and Vice
President - Financial Planning of Western Publishing Group, Inc. from July 1992
to June 1994 and of RABCO Health Services, Inc. from July 1992 to August 1993.
Mr. Grossman also serves on the Board of Directors of 4Kids Entertainment, Inc.,
a New York Stock Exchange company. Mr. Grossman is a certified public accountant
licensed in New York.

        James A. Cohen, Esq. has been Senior Vice President - Legal Affairs and
Secretary of Holdings and Enterprises since their inception and is a director of
Enterprises. In addition to his positions with Enterprises and Holdings, Mr.
Cohen is a member of the Board of Directors and the Senior Vice President -
Legal Affairs of Millbrook and Manischewitz and is a member of Manischewitz'
Board of Managers. Mr. Cohen is also Senior Vice President - Legal Affairs of
RABCO and each of its subsidiaries and a senior executive of P&E Properties,
Inc. Mr. Cohen was Senior Vice President - Legal Affairs and Secretary of
Western Publishing Group, Inc. from 1984 to May 1996 and Senior Vice President -
Legal Affairs and Secretary of RABCO Health Services, Inc. from April 1987
through August 1993.

        Ira A. Gomberg has been Senior Vice President of Holdings and
Enterprises since their inception. In addition to his position with Holdings and
Enterprises, Mr. Gomberg is a Senior Vice President of Millbrook and
Manischewitz. Mr. Gomberg is also Senior Vice President of RABCO and each of its
subsidiaries and a senior executive of P&E Properties, Inc. Mr. Gomberg was
Senior Vice President of Western Publishing Group, Inc. from 1986 to May 1996
and Senior Vice President of RABCO Health Services, Inc. from April 1987 through
August 1993.

        Hal B. Weiss has been Assistant Treasurer of Holdings and Enterprises
since their inception. In addition to his position with Holdings and
Enterprises, Mr. Weiss is a Vice President and Assistant Treasurer of Millbrook
and Manischewitz. Mr. Weiss is also the Assistant Treasurer of RABCO and each of
its subsidiaries and Controller of P&E Properties, Inc. Mr. Weiss served as
Assistant Treasurer of Western Publishing Group, Inc. from 1990 through May 1996
and Assistant Treasurer of RABCO Health Services, Inc. from April 1987 through
August 1993. Mr. Weiss is a certified public accountant licensed in New York.


                                       22
<PAGE>

        Richard H. Hochman is Chairman of Regent Capital Management Corp. a
private investment company, making equity and mezzanine investments in
companies, and has served in that capacity since April 1995. From 1990 through
April 1995, he was a Managing Director of the Corporate Finance Department of
Paine Webber Incorporated and served as a member of its Debt and Equity
Commitment Committees. Prior to joining PaineWebber, Mr. Hochman served as a
Managing Director of Drexel Burnham Lambert, Inc. from 1984 through 1990. Mr.
Hochman also serves on the Board of Directors of Cablevision Systems Corp. and
Evercom, Inc.

        Jenny Morgenthau has been Chief Executive Officer of The Fresh Air Fund,
one of New York's preeminent charitable corporations, since 1983. Prior to
joining The Fresh Air Fund, Ms. Morgenthau worked for New York City's Special
Services for Children, the Department of City Planning and the New York State
Urban Development Corporation. Ms. Morgenthau serves on the Board of Directors
of a number of charitable and cultural organizations.

        Michael A. Pietrangelo is of Counsel in the Memphis, Tennessee law firm
of Pietrangelo Cook PLC, which he joined in February 1998. Previously, Mr.
Pietrangelo was President of Johnson Products Co., a subsidiary of IVAX
Corporation that manufactured and sold cosmetic and health and beauty care
products, principally intended for the African-American consumer. Mr.
Pietrangelo also has held a number of executive positions in the consumer
products industry at Schering-Plough Corporation, including President of the
Personal Care Products Group, and has served as President and Chief Operating
Officer of Western Publishing Group, Inc. and President and Chief Executive
Officer of Cleo, Inc., a subsidiary of Gibson Greetings, Inc.

        Robert A. Sigel has been President, Chief Executive Officer and director
of Millbrook since it was acquired by Holdings from McKesson in March 1997. Mr.
Sigel became a director of Holdings in March 1999. Mr. Sigel has been associated
with Millbrook's business since 1977, having served as Vice President, Sales and
Merchandising, Executive Vice President, President and Chief Executive Officer
of Millbrook Distributors, Inc. and President and Chief Executive Officer of the
service merchandising division of McKesson, which became the current Millbrook.
From 1995 through March 1997, Mr. Sigel also served as a Corporate Vice
President of McKesson and on McKesson's Management Board.

        Bruce W. Glickstein has been President and Chief Executive Officer of
Manischewitz since January 2002. Mr. Glickstein became a director of Holdings in
January 2002. From July 1985 to January 1995, Mr. Glickstein held senior sales
and marketing positions with General Medical Corporation and American Hospital
Supply Corporation, two of the leading medical products companies in the United
States.

Item 11. Executive Compensation

        The following table sets forth the compensation earned or paid,
including deferred compensation of the Chief Executive Officer and the most
highly compensated executive officers of Holdings, Enterprises, Millbrook and
Manischewitz for services rendered for each of the fiscal years indicated.

        None of Holdings, Enterprises, Millbrook or Manischewitz pays a salary
to Messrs. Bernstein, Grossman and Cohen. Enterprises reimburses P&E Properties,
Inc., an entity of which Mr. Bernstein is the sole shareholder ("P&E
Properties"), for providing various services, including executive services
rendered by certain of its executive officers. Although Mr. Bernstein does not
receive any salary from P&E Properties, a portion of these amounts may be deemed
indirect compensation to Mr. Bernstein. Messrs. Grossman and Cohen receive a
salary from P&E Properties for executive services rendered to Holdings,
Enterprises, Millbrook and Manischewitz. See "Certain Relationships and Related
Transactions - Related Party Transactions" on page 27.


                                       23
<PAGE>


<TABLE>
<CAPTION>
                                                                                                Long-Term
                                                          Annual Compensation                 Compensation
                                                          -------------------                 Options/SARs
         Name and Principal Position              Year      Salary ($) (1) (2)  Bonus ($)          (#)
         ---------------------------              ----      ----------          ---------         -----
<S>                                               <C>       <C>                 <C>
         Holdings and Enterprises

         Richard A. Bernstein                     2002      $       --          $      --            --
              Chairman, President and Chief       2001      $       --          $      --            --
              Executive Officer                   2000      $       --          $      --            --

         Steven M. Grossman                       2002      $  295,750          $      --            --
              Executive Vice President,           2001      $  260,000          $      --            --
              Chief Financial Officer and         2000      $  243,750          $      --            --
              Treasurer

         James A. Cohen                           2002      $  234,000          $      --            --
              Senior Vice President - Legal       2001      $  214,500          $      --            --
              Affairs                             2000      $  192,000          $      --            --

         Millbrook

         Robert A. Sigel                          2002      $  445,000          $      --            --
              Chief Executive Officer             2001      $  400,465          $      --            --
              and President of Millbrook          2000      $  391,619          $      --            --

         Manischewitz

         Bruce W. Glickstein                      2002      $   48,077(3)       $      --            --
              Chief Executive Officer
              and President of Manischewitz
</TABLE>

(1)     These amounts do not include amounts paid on behalf of executive
        officers under the Companies' benefit plans. Such benefit plans, which
        are offered to all full-time employees of the Companies include a
        retirement and profit-sharing plan, medical and dental insurance,
        disability insurance and life insurance.
(2)     Other compensation in the form of perquisites and other personal
        benefits has been omitted as such benefits constituted less than the
        lesser of $50,000 or 10% of the total annual salary and bonus for each
        of the named officers for each fiscal year.
(3)     Mr. Glickstein became Chief Executive Officer and President of
        Manischewitz in January 2002.


                                       24
<PAGE>

Item 12. Security Ownership of Certain Beneficial Owners and Management

        The following table contains, as of March 31, 2002, information
regarding the beneficial ownership of the common stock and preferred stock of
Holdings:

        (1)     by each person who is known by Holdings to own beneficially more
                than 5% of the outstanding shares of common stock or preferred
                stock of Holdings;

        (2)     by each of the directors and executive officers of Holdings; and

        (3)     by all directors and executive officers of Holdings as a group.

        Based on information furnished by those owners, we believe that the
beneficial owners of the securities listed below have investment and voting
power for all the shares of common stock and preferred stock of Holdings shown
as being beneficially owned by them. The securities are subject to the voting
agreement described under the heading "Certain Relationships and Related
Transactions--Voting Agreement" on page 26. Holdings owns 200 shares of the
common stock of Enterprises, which represents all of the issued and outstanding
capital stock of Enterprises.

<TABLE>
<CAPTION>
                                                                  Number of                  Number of
                                      Number of                   Shares of    Percentage    Shares of    Percentage
                                      Shares of    Percentage     Series A      of Total      Series B     of Total
                                       Common       of Total      Preferred     Shares of    Preferred     Shares of
                                      Stock of     Shares of      Stock of      Series A      Stock of     Series B
                                      Holdings       Common       Holdings      Preferred     Holdings     Preferred
Name of                             Beneficially    Stock of    Beneficially    Stock of    Beneficially   Stock of
Beneficial Owner                       Owned        Holdings       Owned        Holdings       Owned       Holdings
----------------                       -----        --------       -----        --------       -----       --------
<S>                                    <C>             <C>         <C>            <C>           <C>         <C>
Richard A. Bernstein...............    42,500          40.4%       12,500         50.0%         1,000       100.0%
Robert A. Sigel....................     6,600           6.3           250          1.0
James A. Cohen, Esq................     3,610           3.4           150           .6
Steven M. Grossman.................     3,490           3.3           100           .4
Lewis J. Korman....................     3,450           3.3           500          2.0
Ira A. Gomberg.....................     2,850           2.7           250          1.0
Bruce W. Glickstein................     2,500           2.4            --          --
Hal B. Weiss.......................     1,460           1.4           150           .6
Richard H. Hochman.................     1,200           1.1           500          2.0
Michael A. Pietrangelo.............       360            .3           150           .6
Jenny Morgenthau...................       300            .3           125           .5
All directors and executive
officers as a group (11 persons)...    68,320          65.0%       14,675         58.7%         1,000       100.0%
</TABLE>


                                       25
<PAGE>

Name of                                     Address of
Beneficial Owner                            Beneficial Owner
----------------                            ----------------

Richard A. Bernstein
James A. Cohen, Esq.
Steven M. Grossman
Lewis J. Korman
Ira A. Gomberg
Hal B. Weiss..............................  R.A.B. Holdings, Inc.
                                            444 Madison Avenue, Suite 601
                                            New York, New York 10022

Robert A. Sigel...........................  Millbrook Distribution Services Inc.
                                            Route 56
                                            88 Huntoon Memorial Highway
                                            Leicester, Massachusetts 01524

Bruce W. Glickstein.......................  The B. Manischewitz Company, LLC
                                            One Manischewitz Plaza
                                            Jersey City, New Jersey 07302

Richard H. Hochman........................  Regent Capital Management Corp.
                                            505 Park Avenue, 17th Floor
                                            New York, New York 10022

Michael A. Pietrangelo....................  Pietrangelo Cook PLC
                                            International Plaza
                                            6410 Poplar, Suite 190
                                            Memphis, Tennessee 38119

Jenny Morgenthau..........................  The Fresh Air Fund
                                            633 Third Avenue, 14th Floor
                                            New York, New York 10017

Item 13. Certain Relationships and Related Transactions

Voting Agreement

        Mr. Bernstein is a party to a voting agreement with each of the holders
of the series A preferred stock and common stock of Holdings. Under the voting
agreement these stockholders agreed to vote all of their shares of series A
preferred stock and common stock as Mr. Bernstein directs or, if Mr. Bernstein
does not give direction, in a manner consistent with the manner in which he
votes his shares of series A preferred stock and common stock. The voting
agreement also provides that the stockholders shall execute any written consent
of holders of series A preferred stock or common stock as Mr. Bernstein directs
or, if Mr. Bernstein does not give direction, in a manner which is consistent
with his vote or written consent on the matter. Pursuant to the voting
agreement, the stockholders have agreed not to execute any other consent of
holders of series A preferred stock or common stock.


                                       26
<PAGE>

        In the event that a stockholder fails to comply with the voting
provisions above, Mr. Bernstein holds a proxy to vote the stockholder's shares
or execute a written consent in any manner as he may determine in his
discretion. Under the voting agreement, Mr. Bernstein shall not be liable to any
stockholder or anyone making a claim under that stockholder as a result of any
vote or the exercise of any proxy by Mr. Bernstein. This is true even if that
vote or exercise of proxy adversely affects, or results in the decrease in the
value of, such stockholder's shares.

        The voting agreement shall terminate on the earliest of (i) the date a
stockholder, and that stockholder's heirs, personal representatives, donees and
trustees of any trusts in which that stockholder has an interest, during the
stockholder's life or when he or she dies, ceases to own any of the shares of
Holdings; (ii) the date on which the common stock of Holdings is listed or
admitted to trade on any national securities exchange or is quoted on the NASDAQ
system or similar means; and (iii) March 31, 2007.

Related Party Transactions

        At the time of the acquisition of Millbrook by Holdings and the
acquisition of Manischewitz by Enterprises, Millbrook and Manischewitz entered
into separate arrangements with P&E Properties. In these arrangements, Millbrook
agreed to pay a quarterly management fee of $100,000 and Millbrook and
Manischewitz agreed to reimburse P&E Properties for providing various services,
including executive services and out-of-pocket and other expenses incurred on
Millbrook's and Manischewitz' behalf. These services include among other things,
treasury, cash management, certain financial reporting, legal, labor and lease
negotiation and employee benefits administration. For the year ended March 31,
2002, P&E Properties was (i) paid $400,000 in management fees by Millbrook; (ii)
reimbursed $1,100,000 for services provided to Millbrook; and (iii) reimbursed
$510,000 for services provided to Manischewitz. The aforementioned fees include
the reimbursement for executive salaries disclosed in Item 11 on page 23.

        The services provided are based upon (i) the number of hours incurred at
the applicable pay rate; and (ii) out-of-pocket expenses, related to the
services provided. In addition, in fiscal 2002, Millbrook and Manischewitz
reimbursed P&E Properties approximately $74,000 and $5,000, respectively for use
of an airplane owned by P&E Properties. When commercial flights were reasonably
available to the destination, the reimbursement was determined at the rate of
the normal first class fare. When commercial flights were not available, the
reimbursement amount was equal to the hourly variable costs of the airplane
multiplied by the number of hours of use.

        In the opinion of management, these methodologies provided a reasonable
basis for such allocations. In addition, each of Holdings, Enterprises,
Millbrook and Manischewitz believe that the terms of the arrangement with P&E
Properties were no less favorable than could have been obtained from
unaffiliated third parties on an arm's length basis.


                                       27
<PAGE>

Shareholders Agreements

        Each employee of Millbrook or Manischewitz who owns shares of the common
stock of Holdings is a party to a shareholders agreement with Holdings. These
agreements prohibit transfer of such shares other than to a member of the
employee shareholder's immediate family or a trustee of a trust for the benefit
of the employee shareholder or his immediate family. In the event of the
termination of such employee, Holdings has the option or obligation, under
certain circumstances, to purchase all the employee shareholder's shares at
prices not greater than their fair market value.

                                     PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

         (a)      1.       The financial statements listed in the accompanying
                           Index to Financial Statements and Schedules are
                           filed as part of this report.
                  2.       The exhibits listed in the accompanying Index to
                           Exhibits are filed as part of this report.

         (b)      Reports on Form 8-K filed in Fourth Quarter of fiscal 2002.
                           Form 8-K dated as of May 1, 2002.

         (c)      Index to Exhibits.

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

                  2.1               Purchase Agreement dated as of March 3, 1998
                                    among R.A.B. Food Holdings, Inc., MANO
                                    Holdings I, LLC, KBMC Acquisition Company,
                                    L.P., MANO Holdings Corporation and the
                                    stockholders of MANO Holdings Corporation
                                    (incorporated by reference to Exhibit 2.1 to
                                    the Registrants' Registration Statement No.
                                    333-66221 on Form S-4, filed on October 28,
                                    1998 (the "Registration Statement")).

                  3.1               Certificate of Incorporation of R.A.B.
                                    Holdings, Inc. (incorporated by reference to
                                    Exhibit 3.1 to the Registration Statement).

                  3.2               Certificate of Amendment of Certificate of
                                    Incorporation of R.A.B. Holdings, Inc.
                                    (incorporated by reference to Exhibit 3.2 to
                                    the Registration Statement).

                  3.2.1             Certificate of Designation of R.A.B.
                                    Holdings, Inc. for the Series A Preferred
                                    Stock. (incorporated by reference to
                                    Exhibit 3.2.1 to the Registrants' Annual
                                    Report on Form 10-K for the fiscal year 2000
                                    (the "2000 Form 10-K")).

                  3.2.2             Certificate of Designation of R.A.B.
                                    Holdings, Inc. for the Series B Preferred
                                    Stock. (incorporated by reference to
                                    Exhibit 3.2.2 to the 2000 Form 10-K).

                  3.3               Bylaws of R.A.B. Holdings, Inc.
                                    (incorporated by reference to Exhibit 3.3 to
                                    the Registration Statement).

                  3.4               Certificate of Incorporation of R.A.B.
                                    Enterprises, Inc. (incorporated by reference
                                    to Exhibit 3.4 to the Registration
                                    Statement).


                                       28
<PAGE>

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

                  3.5               Amendment of Certificate of Incorporation of
                                    R.A.B. Enterprises, Inc. (incorporated by
                                    reference to Exhibit 3.5 to the Registration
                                    Statement).

                  3.6               Bylaws of R.A.B. Enterprises, Inc.
                                    (incorporated by reference to Exhibit 3.6 to
                                    the Registration Statement).

                  3.7               Certificate of Incorporation of Millbrook
                                    Distribution Services Inc. (incorporated by
                                    reference to Exhibit 3.7 to the Registration
                                    Statement).

                  3.8               Bylaws of Millbrook Distribution Services
                                    Inc. (incorporated by reference to
                                    Exhibit 3.8 to the Registration Statement).

                  3.9               Certificate of Formation of The B.
                                    Manischewitz Company, LLC (incorporated by
                                    reference to Exhibit 3.9 to the Registration
                                    Statement).

                  3.10              Operating Agreement of The B. Manischewitz
                                    Company, LLC (incorporated by reference to
                                    Exhibit 3.10 to the Registration Statement).

                  4.1               Indenture, dated as of May 1, 1998, among
                                    R.A.B. Holdings, Inc. and PNC Bank, National
                                    Association, as Trustee, relating to the
                                    Holdings Notes (incorporated by reference to
                                    Exhibit 4.1 to the Registration Statement).

                * 4.1.1             Amended and Restated Indenture, dated as of
                                    May 1, 1998, Amended and Restated as of
                                    May 1, 2002, between R.A.B. Holdings, Inc.,
                                    and JPMorgan Chase Bank, as Trustee.

                  4.2               Form of Old Holdings Note (included as
                                    Exhibit A to Exhibit 4.1 to the Registration
                                    Statement) (incorporated by reference to
                                    Exhibit 4.2 to the Registration Statement).

                  4.3               Form of New Holdings Note (included as
                                    Exhibit B to Exhibit 4.1 to the Registration
                                    Statement) (incorporated by reference to
                                    Exhibit 4.3 to the Registration Statement).

                * 4.3.1             Form of 6% Senior Note of R.A.B. Holdings,
                                    Inc., due 2010, dated May 1, 2002.

                * 4.3.2             Form of 13% Senior Note of R.A.B. Holdings,
                                    Inc., due 2008, dated May 1, 2002.

                  4.4               Indenture, dated as of May 1, 1998, among
                                    R.A.B. Enterprises, Inc. and PNC Bank,
                                    National Association, as Trustee, relating
                                    to the Old Enterprises Notes (incorporated
                                    by reference to Exhibit 4.4 to the
                                    Registration Statement).

                  4.5               Form of Old Enterprises Note (included as
                                    Exhibit A to Exhibit 4.4 hereto)
                                    (incorporated by reference to Exhibit 4.5 to
                                    the Registration Statement).


                                       29
<PAGE>

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

                  4.6               Form of New Enterprises Note (included as
                                    Exhibit B to Exhibit 4.4 hereto)
                                    (incorporated by reference to Exhibit 4.6 to
                                    the Registration Statement).

                  4.7               Exchange and Registration Rights Agreement,
                                    dated as of May 1, 1998 between Holdings and
                                    Chase Securities Inc. relating to the Old
                                    Holdings Notes (incorporated by reference to
                                    Exhibit 4.7 to the Registration Statement).

                  4.8               Exchange and Registration Rights Agreement,
                                    dated as of May 1, 1998 among Enterprises,
                                    the Guarantors named therein and Chase
                                    Securities Inc. relating to the Old
                                    Enterprises Notes (incorporated by reference
                                    to Exhibit 4.8 to the Registration
                                    Statement).

                  4.9               Purchase Agreement, dated April 28, 1998
                                    among Holdings, Enterprises, Millbrook and
                                    Chase Securities, Inc. (incorporated by
                                    reference to Exhibit 4.9 to the Registration
                                    Statement).

                * 4.10              Form of Warrant to Purchase Common Stock of
                                    R.A.B. Holdings, Inc., dated as of May 1,
                                    2002.

                * 4.11              Form of Securityholders Agreement, dated as
                                    of May 1, 2002, by and among R.A.B.
                                    Holdings, Inc., Mr. Richard A. Bernstein and
                                    each securityholder which is a party
                                    thereto.

                * 4.12              Form of Registration Rights Agreement, dated
                                    as of May 1, 2002 by and among R.A.B.
                                    Holdings and each securityholder which is a
                                    party thereto.

                  9.1               Form of Voting Agreement (incorporated by
                                    reference to Exhibit 9.1 to Amendment No. 1
                                    to the Registration Statement, filed on
                                    December 29, 1998).

                  10.1              Credit Agreement, dated as of May 1, 1998
                                    among Millbrook, Manischewitz, the Lenders
                                    party thereto, The Chase Manhattan Bank, as
                                    administrative and collateral agent for the
                                    Lenders, and NationsBank, N.A., as Co-Agent
                                    and Documentation Agent (the "Amended and
                                    Restated Credit Agreement") (incorporated by
                                    reference to Exhibit 10.1 to the
                                    Registration Statement).

                  10.1.1            Amendment dated as of February 8, 1999 to
                                    the Amended and Restated Credit Agreement,
                                    dated as of May 1, 1998. (incorporated by
                                    reference to Exhibit 10.1.1 to the
                                    Registrants' Annual Report on Form 10-K for
                                    the fiscal year 1999 (the "1999 Form
                                    10-K")).

                  10.1.2            Amendment dated as of February 19, 1999 to
                                    the Amended and Restated Credit Agreement,
                                    dated as of May 1, 1998. (incorporated by
                                    reference to Exhibit 10.1.2 to the 1999
                                    Form 10-K).


                                       30
<PAGE>

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

                  10.1.3            Amendment dated as of March 24, 1999 to the
                                    Amended and Restated Credit Agreement, dated
                                    as of May 1, 1998. (incorporated by
                                    reference to Exhibit 10.1.3 to the 1999
                                    Form 10-K).

                  10.1.4            Amendment dated as of April 5, 1999 to the
                                    Amended and Restated Credit Agreement, dated
                                    as of May 1, 1998. (incorporated by
                                    reference to Exhibit 10.1.4 to the 2000
                                    Form 10-K).

                  10.1.5            Amendment dated as of January 31, 2000 to
                                    the Amended and Restated Credit Agreement,
                                    dated as of May 1, 1998. (incorporated by
                                    reference to Exhibit 10.1.5 to the 2000
                                    Form 10-K).

                  10.1.6            Consent and Amendment dated as of April 17,
                                    2000 to the Amended and Restated Credit
                                    Agreement, dated as of May 1, 1998.
                                    (incorporated by reference to Exhibit 10.1.6
                                    of the Registrants' Annual Report on Form
                                    10-K for the fiscal year 2001 (the "2001
                                    Form 10-K")).

                  10.1.7            Amendment dated as of April 24, 2000 to the
                                    Amended and Restated Credit Agreement, dated
                                    as of May 1, 1998. (incorporated by
                                    reference to Exhibit 10.1.7 to the 2001
                                    Form 10-K).

                  10.1.8            Amendment dated as of June 9, 2000 to the
                                    Amended and Restated Credit Agreement, dated
                                    as of May 1, 1998. (incorporated by
                                    reference to Exhibit 10.1.8 to the 2001
                                    Form 10-K).

                  10.1.9            Consent and Amendment dated as of
                                    November 1, 2000 to the Amended and Restated
                                    Credit Agreement, dated as of May 1, 1998.
                                    (incorporated by reference to Exhibit 10.1.9
                                    to the 2001 Form 10-K).

                  10.1.10           Consent and Amendment dated as of June 29,
                                    2001 to the Amended and Restated Credit
                                    Agreement, dated as of May 1, 1998.
                                    (incorporated by reference to Exhibit
                                    10.1.10 to the 2001 Form 10-K).

                * 10.1.11           Amendment and Consent dated as of April 30,
                                    2002 to the Amended and Restated Credit
                                    Agreement, dated as of May 1, 1998.

                * 10.1.12           Amendment Agreement dated as of October 31,
                                    2001 to the Amended and Restated Credit
                                    Agreement, dated as of May 1, 1998.

                  10.2              Stock Purchase Agreement dated as of
                                    February 21, 1997 between R.A.B. Holdings,
                                    Inc. and McKesson Corporation (incorporated
                                    by reference to Exhibit 10.2 to Amendment
                                    No. 1 to the Registration Statement, filed
                                    on December 29, 1998).

                * 10.3              Pledge Agreement dated as of September 14,
                                    2001, by and between Holdings and The Chase
                                    Manhattan Bank.

                * 10.4              Non-Recourse Pledge Agreement and
                                    Irrevocable Proxy dated as of October 31,
                                    2001, by and between MANO Holdings
                                    Corporation and The Chase Manhattan Bank.


                                       31
<PAGE>

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

                * 10.5              Second Amended and Restated Non-Recourse
                                    Pledge Agreement and Irrevocable Proxy dated
                                    as of October 31, 2001, by and between
                                    R.A.B. Enterprises, Inc., and The Chase
                                    Manhattan Bank.

                * 10.6              Amended and Restated Security Agreement,
                                    dated as of October 31, 2001, by and among
                                    Manischewitz and The Chase Manhattan Bank.

                  21.1              List of subsidiaries of the Co-Registrants
                                    (incorporated by reference to Exhibit 21.1
                                    to the Registration Statement).

                * Filed herewith.


         (d)      Financial Statement Schedules.
                  The financial statements schedules are listed in the
                  accompanying Index to Financial Statements and Schedules.


                                       32
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, in the city of New
York, state of New York on the 27th day of June, 2002.

                                            R.A.B HOLDINGS, INC.


                                            /s/ Richard A. Bernstein
                                            -----------------------------------
                                            Richard A. Bernstein, President
                                            and Chief Executive Officer

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

<TABLE>
<S>                           <C>                                                   <C>
/s/ Richard A. Bernstein      Chairman, President, Chief Executive Officer         June 27, 2002
---------------------------   and Director
Richard A. Bernstein               (principal executive officer)


/s/ Steven M. Grossman        Executive Vice President, Chief Financial            June 27, 2002
---------------------------   Officer, Treasurer and Director
Steven M. Grossman                 (principal financial and accounting officer)


/s/ Lewis J. Korman           Vice Chairman and Director                           June 27, 2002
---------------------------
Lewis J. Korman

/s/ Robert A. Sigel           Director                                             June 27, 2002
---------------------------
Robert A. Sigel

/s/ Bruce W. Glickstein       Director                                             June 27, 2002
---------------------------
Bruce W. Glickstein

/s/ Richard H. Hochman        Director                                             June 27, 2002
---------------------------
Richard H. Hochman

/s/ Jenny Morgenthau          Director                                             June 27, 2002
---------------------------
Jenny Morgenthau

/s/ Michael A. Pietrangelo    Director                                             June 27, 2002
---------------------------
Michael A. Pietrangelo
</TABLE>

Supplemental information to be furnished with reports filed pursuant to
Section 15(d) of the Act by registrants which have not registered securities
pursuant to Section 12 of the Act.

No annual report or proxy material has been sent to security holders of each
registrant.


                                       33
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, in the city of New
York, state of New York on the 27th day of June, 2002.

                                               R.A.B ENTERPRISES, INC.


                                               /s/ Richard A. Bernstein
                                               ---------------------------------
                                               Richard A. Bernstein, President
                                               and Chief Executive Officer

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


<TABLE>
<S>                           <C>                                                   <C>
/s/ Richard A. Bernstein      Chairman, President, Chief Executive Officer          June 27, 2002
---------------------------   and Director
Richard A. Bernstein               (principal executive officer)


/s/ Steven M. Grossman        Executive Vice President, Chief Financial             June 27, 2002
---------------------------   Officer, Treasurer and Director
Steven M. Grossman                 (principal financial and accounting officer)


/s/ Lewis J. Korman           Vice Chairman and Director                            June 27, 2002
---------------------------
Lewis J. Korman

/s/ James A. Cohen            Senior Vice President - Legal Affairs,                June 27, 2002
---------------------------   Secretary and Director
James A. Cohen
</TABLE>

Supplemental information to be furnished with reports filed pursuant to
Section 15(d) of the Act by registrants which have not registered securities
pursuant to Section 12 of the Act.

No annual report or proxy material has been sent to security holders of each
registrant.


                                       34
<PAGE>

                   INDEX TO FINANCIAL STATEMENTS AND SCHEDULES


<TABLE>
<CAPTION>
Financial Statements                                                                                Page
--------------------                                                                                ----
<S>                                                                                                  <C>
Consolidated Financial Statements of R.A.B. Holdings, Inc. And Subsidiaries and
    R.A.B. Enterprises, Inc. And Subsidiaries
  Independent Auditors' Report..................................................................     F-2
  Consolidated Balance Sheets as of March 31, 2002 and 2001.....................................     F-3
  Consolidated Statements of Operations for the Years Ended
     March 31, 2002, 2001 and 2000..............................................................     F-4
  Consolidated Statements of Stockholders' Equity (Holdings) for the Years Ended
     March 31, 2002, 2001 and 2000..............................................................     F-5
  Consolidated Statements of Stockholder's Equity (Enterprises) for the Years Ended
     March 31, 2002, 2001 and 2000..............................................................     F-6
  Consolidated Statements of Cash Flows for the Years Ended
     March 31, 2002, 2001 and 2000..............................................................     F-7
  Notes to Consolidated Financial Statements....................................................     F-8

  Schedules
  ---------

  I - Condensed Financial Information of Registrants............................................     S-1
  II - Valuation and Qualifying Accounts........................................................     S-5
</TABLE>

        Schedules which are not included have been omitted because either they
are not required or are not applicable or because the required information has
been included elsewhere in the consolidated financial statements or notes
thereto.










                                      F-1
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of
R.A.B. Holdings, Inc.
New York, New York

To the Board of Directors and Stockholder of
R.A.B. Enterprises, Inc.
New York, New York

We have audited the accompanying consolidated financial statements and financial
statement schedules of R.A.B. Holdings, Inc. and subsidiaries and R.A.B.
Enterprises, Inc. (a wholly-owned subsidiary of R.A.B. Holdings, Inc.) and
subsidiaries listed in the foregoing index. These financial statements and
financial statement schedules are the responsibility of the companies'
management. Our responsibility is to express an opinion on the financial
statements and financial statement schedules based on our audits.

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

In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial positions of R.A.B. Holdings, Inc. and
subsidiaries and R.A.B. Enterprises, Inc. and subsidiaries as of March 31, 2002
and 2001, and the results of their operations and cash flows for each of the
three years in the period ended March 31, 2002 in conformity with accounting
principles generally accepted in the United States of America. Also, in our
opinion, such financial statement schedules, when considered in relation to the
basic consolidated financial statements taken as a whole, present fairly in all
material respects the information set forth therein.



DELOITTE & TOUCHE LLP

June 20, 2002
New York, New York


                                       F-2
<PAGE>

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

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

<TABLE>
<CAPTION>
March 31,                                                                           2002                         2001
----------------------------------------------------------------------  ------------------------------  ---------------------------
                                                                             Holdings      Enterprises     Holdings     Enterprises
                                                                           ------------   ------------  ------------   -------------
<S>                                                                        <C>            <C>            <C>            <C>
                                      ASSETS
Current assets:
  Cash                                                                     $     4,526    $     4,456    $     9,522    $     9,520
  Accounts receivable, net                                                      38,058         38,058         53,048         53,048
  Inventories                                                                   58,353         58,353         72,555         72,555
  Restricted investments                                                            --             --          1,629             --
  Other current assets                                                          11,649         15,889         11,069         13,003
                                                                           -----------    -----------    -----------    -----------
    Total current assets                                                       112,586        116,756        147,823        148,126
Other assets                                                                     5,134          3,433         12,098         11,455
Property, plant and equipment, net                                              29,486         29,486         32,629         32,629
Intangibles, net                                                               114,245        114,245        118,458        118,458
                                                                           -----------    -----------    -----------    -----------

Total assets                                                               $   261,451    $   263,920    $   311,008    $   310,668
                                                                           ===========    ===========    ===========    ===========

                       LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Current maturities of long-term debt                                     $     2,767    $     2,767    $     1,866    $     1,866
  Accounts payable                                                              40,768         40,768         45,730         45,730
  Other current liabilities                                                     22,945         22,809         23,917         23,393
                                                                           -----------    -----------    -----------    -----------
    Total current liabilities                                                   66,480         66,344         71,513         70,989
Noncurrent liabilities:
  Long-term debt                                                               165,825        140,825        203,107        178,107
  Deferred compensation                                                          9,238          9,238          9,508          9,508
  Deferred income taxes                                                          7,640          7,640          7,954          7,954
  Other liabilities                                                              7,015          7,015          6,537          6,537
                                                                           -----------    -----------    -----------    -----------
    Total noncurrent liabilities                                               189,718        164,718        227,106        202,106

Commitments and contingencies

Stockholders' 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                                               (195)            --           (267)            --
  Additional paid-in capital                                                       373         39,482            436         39,482
  Retained earnings (deficit)                                                   (6,197)        (5,052)           323           (963)
  Accumulated other comprehensive (loss) income                                 (1,572)        (1,572)          (946)          (946)
                                                                           -----------    -----------    -----------    -----------
                                                                                 5,254         32,858         12,391         37,573
  Less common stock in treasury 600 shares and 2,000 shares                          1             --              2             --
                                                                           -----------    -----------    -----------    -----------
    Total stockholders' equity                                                   5,253         32,858         12,389         37,573
                                                                           -----------    -----------    -----------    -----------

Total liabilities and stockholders' equity                                 $   261,451    $   263,920    $   311,008    $   310,668
                                                                           ===========    ===========    ===========    ===========
</TABLE>


                 See notes to Consolidated Financial Statements

                                      F-3
<PAGE>

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

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

<TABLE>
<CAPTION>
For the years ended March 31,                                         2002                    2001                    2000
------------------------------------------------------------  ----------------------  ----------------------  ----------------------
                                                               Holdings  Enterprises   Holdings  Enterprises   Holdings  Enterprises
                                                              ---------  -----------  ---------  -----------  ---------  -----------
<S>                                                           <C>         <C>         <C>         <C>         <C>         <C>
Revenues                                                      $ 596,302   $ 596,302   $ 652,331   $ 652,331   $ 580,531   $ 580,485

Costs and expenses:
  Cost of sales                                                 448,637     448,637     489,608     489,608     442,442     442,442
  Selling                                                        51,398      51,398      59,032      59,032      47,632      47,632
  Distribution and warehousing                                   54,108      54,108      59,797      59,797      46,172      46,172
  General and administrative                                     28,021      27,955      31,069      30,992      25,234      25,213
  Amortization of intangibles                                     4,213       4,213       4,067       4,067       3,086       3,086
                                                              ---------   ---------   ---------   ---------   ---------   ---------

    Total costs and expenses                                    586,377     586,311     643,573     643,496     564,566     564,545
                                                              ---------   ---------   ---------   ---------   ---------   ---------



Operating income                                                  9,925       9,991       8,758       8,835      15,965      15,940


Interest expense, net                                            19,047      15,722      20,357      17,193      18,960      15,888
                                                              ---------   ---------   ---------   ---------   ---------   ---------


(Loss) income before (benefit) provision for income taxes        (9,122)     (5,731)    (11,599)     (8,358)     (2,995)         52


(Benefit) provision for income taxes                             (2,602)     (1,642)     (3,411)     (2,139)     (1,146)        288
                                                              ---------   ---------   ---------   ---------   ---------   ---------


Loss before extraordinary item                                   (6,520)     (4,089)     (8,188)     (6,219)     (1,849)       (236)


Extraordinary gain on early extinguishment of debt,
  net of income taxes of $2.1 million at
  March 31, 2001 and $8.5 million and
  $3.1 million at March 31, 2000, respectively                       --          --       3,194       3,194      12,914       4,742
                                                              ---------   ---------   ---------   ---------   ---------   ---------


Net (loss) income                                             $  (6,520)  $  (4,089)  $  (4,994)  $  (3,025)  $  11,065   $   4,506
                                                              =========   =========   =========   =========   =========   =========
</TABLE>


                 See notes to Consolidated Financial Statements

                                      F-4
<PAGE>

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

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In thousands except for share data)
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
For the years ended March 31,                              2002                        2001                         2000
----------------------------------------------  --------------------------  --------------------------   --------------------------
                                                  Shares        Amounts       Shares        Amounts        Shares        Amounts
                                                ------------  ------------  ------------  ------------   ------------  ------------
<S>                                                  <C>       <C>               <C>       <C>                <C>       <C>
Preferred stock, $500 par value, 100,000
  shares authorized:
    Series A:
      Balance at beginning of period                 24,875    $   12,344        24,875    $   12,344         20,000    $    9,906
      Issuance of stock                                  --            --            --            --          4,875         2,438
                                                ------------  ------------  ------------  ------------   ------------  ------------
      Balance at end of period                       24,875        12,344        24,875        12,344         24,875        12,344
                                                ------------  ------------  ------------  ------------   ------------  ------------
    Series B:
      Balance at beginning of period                  1,000           500         1,000           500             --            --
      Issuance of stock                                  --            --            --            --          1,000           500
                                                ------------  ------------  ------------  ------------   ------------  ------------
      Balance at end of period                        1,000           500         1,000           500          1,000           500
                                                ------------  ------------  ------------  ------------   ------------  ------------
Common stock, $.01 par value, 1,000,000
  shares authorized:
    Balance at beginning of period                  105,100             1       105,100             1        104,100             1
    Issuance of stock                                    --            --            --            --          1,000            --
                                                ------------  ------------  ------------  ------------   ------------  ------------
    Total                                           105,100             1       105,100             1        105,100             1
                                                ------------  ------------  ------------  ------------   ------------  ------------
    Treasury shares at beginning of period           (2,000)           (2)         (700)           (1)
    Purchase of treasury shares                      (5,900)           (6)       (5,900)           (6)          (900)           (1)
    Issuance of stock                                 7,300             7         4,600             5            200            --
                                                ------------  ------------  ------------  ------------   ------------  ------------
    Treasury shares at end of period                   (600)           (1)       (2,000)           (2)          (700)           (1)
                                                ------------  ------------  ------------  ------------   ------------  ------------
    Balance at end of period                        104,500            --       103,100            (1)       104,400            --
                                                ------------  ------------  ------------  ------------   ------------  ------------

Notes receivable from stock sales:
  Balance at beginning of period                                     (267)                       (215)                        (217)
  Repayment (issuance) of notes                                        72                         (52)                           2
                                                              ------------                ------------                 ------------
  Balance at end of period                                           (195)                       (267)                        (215)
                                                              ------------                ------------                 ------------

Additional paid-in capital:
  Balance at beginning of period                                      436                         428                          332
  (Purchase) issuance of treasury shares
    and common stock                                                  (63)                          8                           96
                                                              ------------                ------------                 ------------
  Balance at end of period                                            373                         436                          428
                                                              ------------                ------------                 ------------

Retained earnings (deficit):
  Balance at beginning of period                                      323                       5,317                       (5,748)
  Net (loss) income                                                (6,520)                     (4,994)                      11,065
                                                              ------------                ------------                 ------------
  Balance at end of period                                         (6,197)                        323                        5,317
                                                              ------------                ------------                 ------------

Other comprehensive (loss) income:
  Unrealized gain on securities
    available-for-sale                                                 25                         196                          159
  Minimum pension liability adjustment                             (1,597)                     (1,142)                          --
                                                              ------------                ------------                 ------------
  Other comprehensive income                                       (1,572)                       (946)                         159
                                                              ------------                ------------                 ------------

Total stockholders' equity                                     $    5,253                  $   12,389                   $   18,533
                                                              ============                ============                 ============
</TABLE>

                 See notes to Consolidated Financial Statements

                                      F-5
<PAGE>

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

CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
(In thousands except for share data)
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
For the years ended March 31,                             2002                         2001                        2000
---------------------------------------------  --------------------------   --------------------------   --------------------------
                                                   Shares       Amounts        Shares        Amounts        Shares        Amounts
                                               ------------  ------------   ------------  ------------   ------------  ------------
<S>                                             <C>           <C>             <C>          <C>                   <C>    <C>
Common stock, $1.00 par value, 200
   shares authorized:
     Balance at beginning of period                    200    $       --            200    $       --            200    $       --
                                               ------------  ------------   ------------  ------------   ------------  ------------
     Balance at end of period                          200            --            200            --            200            --
                                               ------------  ------------   ------------  ------------   ------------  ------------

Additional paid-in capital:
     Balance at beginning of period                               39,482                       39,482                       39,482
                                                             ------------                 ------------                 ------------
     Balance at end of period                                     39,482                       39,482                       39,482
                                                             ------------                 ------------                 ------------

Retained earnings (deficit):
     Balance at beginning of period                                 (963)                       2,062                       (2,444)
     Net (loss) income                                            (4,089)                      (3,025)                       4,506
                                                             ------------                 ------------                 ------------
     Balance at end of period                                     (5,052)                        (963)                       2,062
                                                             ------------                 ------------                 ------------

Other comprehensive (loss) income:
     Unrealized gain on securities
        available-for-sale                                            25                          196                          159
     Minimum pension liability adjustment                         (1,597)                      (1,142)                          --
                                                             ------------                 ------------                 ------------
     Other comprehensive (loss) income                            (1,572)                        (946)                         159
                                                             ------------                 ------------                 ------------

Total stockholder's equity                                    $   32,858                   $   37,573                   $   41,703
                                                             ============                 ============                 ============
</TABLE>


                 See notes to Consolidated Financial Statements

                                      F-6
<PAGE>


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

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

<TABLE>
<CAPTION>
For the years ended March 31,                                          2002                   2001                    2000
----------------------------------------------------------      ---------------------  ---------------------   ---------------------
                                                                Holdings  Enterprises  Holdings  Enterprises   Holdings  Enterprises
                                                                --------  -----------  --------  -----------   --------  -----------
<S>                                                             <C>         <C>        <C>        <C>          <C>        <C>
Cash flows from operating activities:
  Net  (loss) income                                            $ (6,520)   $ (4,089)  $ (4,994)  $ (3,025)    $ 11,065   $  4,506
  Adjustments to reconcile net (loss) income to net
    cash provided by (used in) operating activities:
      Depreciation and amortization                                6,305       6,206      6,955      6,849        6,651      6,522
      Amortization of intangibles                                  4,213       4,213      4,067      4,067        3,086      3,086
      Loss on impairment of assets held for sale                      --          --        370        370           --         --
      Extraordinary gain on early extinguishment of debt,
        net of income taxes                                           --          --     (3,194)    (3,194)     (12,914)    (4,742)
      (Gain) loss on disposition of equipment                        (63)        (63)        74         74           57         57
      Deferred income taxes                                       (1,321)     (1,054)    (1,000)      (800)       3,810      2,035
Changes in assets and liabilities:
      Accounts receivable                                         14,990      14,990      8,544      8,544       (1,996)    (1,996)
      Inventories                                                 14,202      14,202     (1,467)    (1,467)       3,779      3,779
      Other current assets                                           838      (1,735)      (789)    (3,190)       2,822      1,757
      Accounts payable                                            (4,962)     (4,962)   (11,754)   (11,754)      (5,947)    (5,947)
      Other current liabilities                                     (476)        (88)    (6,021)    (4,668)      (1,098)    (1,030)
      Other assets and liabilities                                 5,250       5,635     (4,865)    (2,606)     (10,599)    (4,790)
                                                                --------    --------   --------   --------     --------   --------

Net cash provided by (used in) operating activities               32,456      33,255    (14,074)   (10,800)      (1,284)     3,237
                                                                --------    --------   --------   --------     --------   --------

Cash flows from investing activities:
  Purchase of Miller Buckeye Biscuit Company, Inc.,
    net of cash acquired                                              --          --    (17,591)   (17,591)          --         --
  Purchase of Guiltless Gourmet, Inc.                                 --          --     (4,894)    (4,894)          --         --
  Purchase of I. Epstein & Sons, Inc.                                 --          --         --         --      (14,986)   (14,986)
  Acquisitions of plant and equipment                             (2,019)     (2,019)    (2,682)    (2,682)      (3,373)    (3,373)
  Proceeds from disposition of equipment                              81          81        154        154           38         38
                                                                --------    --------   --------   --------     --------   --------

Net cash used in investing activities                             (1,938)     (1,938)   (25,013)   (25,013)     (18,321)   (18,321)
                                                                --------    --------   --------   --------     --------   --------

Cash flows from financing activities:
  Proceeds from repurchase of long-term debt                          --          --    (12,979)   (12,979)     (21,016)   (12,266)
  Payment of debt modification costs                                (768)         --         --         --           --         --
  Payments from interest escrow account                            1,625          --      3,250         --       10,247         --
  Repayments (borrowings) under Credit Agreement                 (36,381)    (36,381)    53,694     53,694       29,890     29,890
  Proceeds from the issuance of preferred stock                       --          --         --         --        3,000         --
  Proceeds from issuance and
    repurchase of common stock                                        10          --          7         --           33         --
                                                                --------    --------   --------   --------     --------   --------

Net cash (used in) provided by financing activities              (35,514)    (36,381)    43,972     40,715       22,154     17,624
                                                                --------    --------   --------   --------     --------   --------

Net (decrease) increase in cash                                   (4,996)     (5,064)     4,885      4,902        2,549      2,540

Cash, beginning of year                                            9,522       9,520      4,637      4,618        2,088      2,078
                                                                --------    --------   --------   --------     --------   --------

Cash, end of year                                               $  4,526    $  4,456   $  9,522   $  9,520     $  4,637   $  4,618
                                                                ========    ========   ========   ========     ========   ========

Supplemental disclosures of cash flow information:
  Cash paid during the year for:
    Interest                                                    $ 17,281    $ 14,055   $ 18,907   $ 15,657     $ 19,504   $ 14,950
    Income taxes                                                $    174    $    174   $  4,382   $    512     $  1,073   $    196
</TABLE>


                 See notes to Consolidated Financial Statements

                                      F-7
<PAGE>
                     R.A.B. HOLDINGS, INC. AND SUBSIDIARIES
                    R.A.B. ENTERPRISES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.      Summary Of Significant Accounting Policies

                The Summary of Significant Accounting Policies below and the
        other notes to the consolidated financial statements on the following
        pages are integral parts of the accompanying consolidated financial
        statements of R.A.B. Holdings, Inc. ("Holdings") and R.A.B. Enterprises,
        Inc. ("Enterprises"), its direct wholly-owned subsidiary (the
        "Consolidated Financial Statements"). 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 health and beauty care, general merchandise and
        specialty food products. Manischewitz manufactures processed kosher and
        other ethnic foods including, among others, matzos, cake mixes, cookies,
        soups, noodles and processed fish products and also licenses its name to
        third parties for which it receives royalties. Holdings and Enterprises
        are referred to collectively as the "Companies".

                Principles of Consolidation - The Consolidated Financial
        Statements include the accounts of the Companies and their subsidiaries.
        All significant intercompany transactions and balances are eliminated in
        consolidation. Certain reclassifications have been made in the prior
        year financial statements to conform with the current year presentation.

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

                Concentration of Credit Risk - Trade accounts receivable
        potentially subject the Companies to credit risk. The Companies extend
        credit to their customers, principally in the U.S. supermarket industry,
        based upon an evaluation of the customer's financial condition and
        credit history and generally do not require collateral. The Companies'
        allowances for doubtful accounts are based upon the expected
        collectability of trade accounts receivable.

                Fiscal Year - The Companies' fiscal years end on March 31.

                Inventories - Inventories are stated at the lower of cost or
        market. Cost is determined by the last-in, first-out ("LIFO") method. At
        March 31, 2002 and 2001, the replacement cost of inventories valued
        using the LIFO method exceeded the net carrying amount of such
        inventories by approximately $1,240,000 and $1,668,000, respectively.
        For the year ended March 31, 2002, the liquidation of certain LIFO
        layers decreased costs of products sold by approximately $360,000.

                Marketable Securities - Marketable securities held by the
        Companies are classified as available-for-sale. The aggregate excess of
        fair value over cost, net of related income taxes is included as a
        separate component of stockholders' equity.


                                      F-8
<PAGE>

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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


1.      Summary Of Significant Accounting Policies (Continued)

                  Property, Plant and Equipment - Property, plant and equipment
         are recorded at cost. For financial reporting purposes, depreciation is
         provided on the straight-line method over the following estimated
         useful lives:

                  Buildings and improvements.....................   5- 35  years
                  Machinery and equipment........................   2- 15  years
                  Rolling stock..................................   3-  8  years

                  Expenditures which significantly increase value or extend
         useful lives are capitalized, while ordinary maintenance and repairs
         are expensed as incurred. The cost and related accumulated depreciation
         of assets replaced, retired or disposed of are removed from the
         accounts and any related gains or losses are reflected in operations.

                  Intangibles - Intangibles, which include trademarks, trade
         names, distributorship and trademark license agreements and the excess
         of cost over net assets acquired, are amortized on a straight-line
         basis over their estimated useful lives ranging from 4 to 40 years.

                  Long-Lived Assets - The Companies review their long-lived
         assets and related intangibles for impairment whenever changes in
         circumstances indicate that the carrying amount of an asset may not be
         fully recoverable. Such changes in circumstances may include, among
         other factors, a significant change in technology that may render an
         asset obsolete or noncompetitive or a significant change in the extent
         or manner in which an asset is used. The assessment for potential
         impairment is based upon the Companies' abilities to recover the
         unamortized balance of their long-lived assets from expected future
         cash flows on an undiscounted basis (without interest charges). If such
         expected future cash flows are less than the carrying amount of the
         asset, an impairment loss would be recorded.

                  Revenue Recognition - Revenue is recognized when products are
         shipped or services are provided to customers. Provisions for returns
         and allowances and bad debts are based upon historical experience and
         known events.

                  Royalty Income - The Companies have licensing agreements under
         which they receive royalty payments. Royalty payments due under
         licensing agreements are recognized as income either based upon
         shipment reports from manufacturers, where available, or estimated
         shipments by such manufacturers.

                  Income Taxes - Deferred income taxes result primarily from
         temporary differences between financial and tax reporting and
         acquisition basis differences.

                  Comprehensive (Loss) Income - For the years ended March 31,
         2002, 2001 and 2000, Holdings' and Enterprises' comprehensive (loss)
         income was ($7,146,000) and ($4,715,000), respectively, ($6,099,000)
         and ($4,130,000) respectively, and $11,084,000 and $4,525,000,
         respectively.


                                      F-9
<PAGE>

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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


1.      Summary Of Significant Accounting Policies (Continued)

                Accounting Pronouncements - Statement of Financial Accounting
        Standards ("SFAS") No. 133 "Accounting for Derivative Instruments and
        Hedging Activities" was issued in June 1998. SFAS No. 133 requires the
        recognition of all derivatives in the consolidated balance sheet as
        either assets or liabilities measured at fair value. The Companies
        adopted SFAS No. 133, as amended by SFAS No. 137 and SFAS No. 138,
        during the year ended March 31, 2001. The adoption of SFAS No. 133 has
        not had a material impact on the Companies' financial position or
        overall trends in results of operations and has not resulted in
        significant changes to its financial risk management practices.

                Emerging Issues Task Force ("EITF") Issue No. 00-25 was issued
        in September 2000. EITF No. 00-25 requires the reclassification of
        certain consideration paid to a reseller by a vendor as a reduction of
        income on the vendor's income statement. The Companies adopted EITF No.
        00-25 effective April 1, 2001. The adoption of EITF No. 00-25 did not
        have a material impact on the Companies' overall trends in results of
        operations.

                SFAS No. 142 "Goodwill and Other Intangible Assets" was issued
        in June 2001 and is effective for fiscal years beginning after
        December 15, 2001. Under SFAS No. 142, goodwill and indefinite-lived
        intangible assets will no longer be amortized but will be evaluated
        annually for impairment. Other intangible assets will continue to be
        amortized over their useful lives. Application of the non-amortization
        provisions of SFAS No. 142 is expected to result in an increase in
        operating income of approximately $4.2 million per year. SFAS No. 143
        "Accounting for Asset Retirement Obligations" was issued in August 2001
        and is effective for fiscal years beginning after June 15, 2001. SFAS
        No. 143 establishes accounting standards for recognition and measurement
        of a liability for an asset retirement obligation and the associated
        asset retirement cost. SFAS No. 144 "Accounting for the Impairment or
        Disposal of Long-Lived Assets" was issued in October 2001 and is
        effective for fiscal years beginning after December 15, 2001. SFAS No.
        144 addresses financial accounting and reporting for the impairment of
        long-lived assets. The Companies will adopt SFAS No. 142, 143 and 144 as
        each becomes effective. Management is currently evaluating the impact
        that these statements will have on the Companies' financial statements.

2.      Formation And Acquisition

                On May 6, 1996, Holdings, a Delaware corporation, was formed. On
        March 31, 1997, Holdings acquired Millbrook for a purchase price of
        approximately $67 million, including transaction costs. Holdings had no
        operations prior to April 1, 1997. The acquisition was accounted for as
        a purchase and, accordingly, the purchase price was allocated to the
        assets and liabilities of Millbrook based upon their fair values at the
        date of acquisition. The fair values of assets acquired (approximately
        $129 million) and liabilities assumed (approximately $53 million) were
        based upon third party appraisals and other valuation analyses. The fair
        value of the net assets acquired exceeded the purchase price by
        approximately $9 million. The resulting negative goodwill reduced the
        fair value assigned to Millbrook's property, plant and equipment.


                                      F-10
<PAGE>

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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


2.      Formation And Acquisition (Continued)

                On January 26, 1998, Holdings formed Enterprises, a wholly-owned
        subsidiary and Delaware corporation. Effective March 3, 1998,
        Enterprises entered into a purchase agreement with MANO Holdings I, LLC,
        KBMC Acquisition Company, L.P., MANO Holdings Corporation ("MANO") and
        the stockholders of MANO to acquire all of the outstanding membership
        interests of Manischewitz. On May 1, 1998, Enterprises acquired all of
        the outstanding interests of Manischewitz for approximately $126.2
        million through the issuance of $120 million Senior Notes due 2005
        bearing interest at 10.5% ("10.5% Notes") and the issuance by Holdings
        of $48 million Senior Notes due 2008 bearing interest at 13% ("13%
        Notes"). The 10.5% Notes are fully and unconditionally guaranteed on a
        joint and several basis by Millbrook and Manischewitz. Accordingly, as
        the combined financial statements of the subsidiaries guaranteeing the
        10.5% Notes (the Companies' only consequential subsidiaries) are
        substantially equivalent to the consolidated financial statements of
        Enterprises, no separate financial statements of Millbrook and
        Manischewitz are presented since management has determined that such
        information is not material to investors.

                The acquisition of Manischewitz was accounted for as a purchase
        and, accordingly, the purchase price was allocated to the assets and
        liabilities of Manischewitz based upon their fair values at the date of
        acquisition. The fair values of assets acquired, including identified
        intangibles (approximately $126 million), and liabilities assumed
        (approximately $70 million) were based upon third party appraisals and
        other valuation analyses. The purchase price exceeded the fair value of
        the net assets acquired by approximately $56 million. Concurrent with
        the Manischewitz acquisition, Holdings contributed its wholly-owned
        subsidiary Millbrook to Enterprises. This contribution was accounted for
        as an "as if" pooling of interests.

                On January 31, 2000, Millbrook acquired certain of the assets
        and operations of I. Epstein & Sons, Inc. ("Epstein") for a purchase
        price of approximately $15.4 million, including transaction costs.
        Epstein was a full service distributor of kosher and specialty food
        products. The acquisition included its Season brand of canned fish,
        vegetables and other specialty food products. Concurrent with the
        acquisition, the management and ownership of the Season brand was
        assumed by the Companies' Manischewitz subsidiary.

                The acquisition of Epstein was accounted for as a purchase and,
        accordingly, the purchase price was allocated to the assets and
        liabilities of Epstein based upon their fair values at the date of
        acquisition. The fair value of the assets acquired (approximately $17
        million) and liabilities assumed (approximately $2 million) were based
        upon third party appraisals and other valuation analyses. The purchase
        price exceeded the fair value of the net assets acquired by
        approximately $7 million which is being amortized over 25 years. The
        consolidated statements of operations include the operating results of
        Epstein since its date of acquisition. Pro forma historical operating
        results have not been included as the impact of the acquisition was not
        considered significant on a consolidated basis.


                                      F-11
<PAGE>

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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


2.      Formation And Acquisition (Continued)

                On April 17, 2000, Millbrook acquired substantially all of the
        assets and operations of the Miller Buckeye Biscuit Company, Inc.
        ("Miller Buckeye") for a purchase price of approximately $17.6 million,
        including transaction costs. Miller Buckeye was a distributor of
        specialty foods, cookies, crackers and snacks to supermarket and
        other retail establishments in Ohio, Pennsylvania, West Virginia and
        Western New York.

                The acquisition of Miller Buckeye was accounted for as a
        purchase and, accordingly, the purchase price was allocated to the
        assets and liabilities of Miller Buckeye based upon their fair values at
        the date of acquisition. The fair value of the assets acquired
        (approximately $29 million) and liabilities assumed (approximately $11
        million) were based upon third party appraisals and other valuation
        analyses. The purchase price exceeded the fair value of the net assets
        acquired by approximately $14 million which is being amortized over 20
        years. The consolidated statements of operations include the operating
        results of Miller Buckeye since its date of acquisition. Pro forma
        historical operating results have not been included as the impact of the
        acquisition was not considered significant on a consolidated basis.

                The liabilities assumed in the Epstein and Miller Buckeye
        acquisitions include a $1.7 million provision for minor restructurings
        of their respective operations as a result of these acquisitions. These
        liabilities are principally comprised of a portion of future lease
        payments. As of March 31, 2002 and 2001, the balance of this provision
        of approximately $0.9 million and $1.3 million respectively, has been
        included as a component of Other Current Liabilities and Other
        Liabilities on the Companies' balance sheets.

                On November 1, 2000, Manischewitz acquired substantially all of
        the assets and operations of Guiltless Gourmet, Inc. ("Guiltless") for a
        purchase price of approximate $4.9 million, including transaction costs.
        Guiltless owned the second largest selling national brand and was a
        leader in the development of baked tortilla chips.

                The acquisition of Guiltless was accounted for as a purchase
        and, accordingly, the purchase price was allocated to the assets and
        liabilities of Guiltless based upon their fair values at the date of
        acquisition. The fair value of the assets acquired and liabilities
        assumed (approximately $5 million) were based upon third party
        appraisals and other valuation analyses. The purchase price exceeded the
        fair value of the net assets acquired by approximately $4 million which
        is being amortized over 25 years. The consolidated statements of
        operations include the operating results of Guiltless since its date of
        acquisition. Pro forma historical operating results have not been
        included as the impact of the acquisition was not considered significant
        on a consolidated basis.


                                      F-12
<PAGE>

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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


3.      Accounts Receivable

                Accounts receivable for Holdings and Enterprises consisted of
        the following (in thousands):

                March 31,                              2002            2001
                ---------------------------------  -------------  -------------

                Accounts receivable..............  $      41,479  $      57,423
                Allowance for doubtful accounts..         (3,421)        (4,375)
                                                   -------------  -------------
                                                   $      38,058  $      53,048
                                                   =============  =============

4.      Inventories

                Inventories for Holdings and Enterprises consisted of the
        following (in thousands):

                 March 31,                             2002            2001
                 --------------------------------  -------------  -------------

                 Raw materials...................  $       1,821  $       1,730
                 Finished goods..................         56,532         70,825
                                                   -------------  -------------
                                                   $      58,353  $      72,555
                                                   =============  =============

5.      Other Current Assets

                During the year ended March 31, 2001, Millbrook realigned
        certain of its distribution operations which resulted in the closure of
        its Ozark, Alabama facility. The carrying amount of this asset was
        reduced by $370,000 to its estimated net realizable value and is
        classified as a component of Other Current Assets on the Companies'
        balance sheets as of March 31, 2002 and 2001.

6.      Property, Plant & Equipment

                Property, plant and equipment for Holdings and Enterprises
        consisted of the following (in thousands):

                 March 31,                              2002            2001
                 ---------------------------------  -------------  -------------

                 Land.............................  $       2,673  $       2,673
                 Buildings and improvements.......         15,249         15,067
                 Machinery and equipment..........         31,704         30,116
                 Rolling stock....................          2,755          2,886
                 Work in progress.................             --            445
                                                    -------------  -------------
                                                           52,381         51,187
                 Less accumulated depreciation
                   and amortization...............         22,895         18,558
                                                    -------------  -------------
                                                    $      29,486  $      32,629
                                                    =============  =============


                                      F-13
<PAGE>

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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


7.      Intangibles

                Intangibles for Holdings and Enterprises consisted of the
        following (in thousands):

                 March 31,                               2002           2001
                 --------------------------------  -------------   ------------

                 Trademarks and trade names......  $      42,000   $     42,000
                 Distributorship and trademark
                   license agreements............          4,400          4,400
                 Excess of cost over net assets
                   acquired......................         82,011         82,011
                                                   -------------   ------------
                                                         128,411        128,411
                 Less accumulated amortization...         14,166          9,953
                                                   -------------   ------------
                                                   $     114,245   $    118,458
                                                   =============   ============

8.      Other Current Liabilities

                Other current liabilities for Holdings and Enterprises consisted
        of the following (in thousands):

<TABLE>
<CAPTION>
                 March 31,                                2002                         2001
                 ---------------------------   --------------------------   ----------------------------
                                                Holdings     Enterprises      Holdings      Enterprises
                                               -----------  -------------   -----------    ------------
<S>                                            <C>           <C>            <C>            <C>
                 Accrued compensation and
                      fringe benefits.......   $    11,038   $    11,038    $    11,534    $     11,534
                 Accrued interest...........         5,380         4,034          5,478           4,133
                 Accrued liabilities........         6,527         7,737          6,905           7,726
                                               -----------   -----------    -----------    ------------
                                               $    22,945   $    22,809    $    23,917    $     23,393
                                               ===========   ===========    ===========    ============
</TABLE>

9.      Long-term Debt

                Long-term debt for Holdings and Enterprises consisted of the
        following (in thousands):

<TABLE>
<CAPTION>
                 March 31,                                2002                         2001
                 ---------------------------   --------------------------   ----------------------------
                                                Holdings    Enterprises      Holdings      Enterprises
                                               ---------------------------  ------------ --------------
<S>                                            <C>           <C>            <C>            <C>
                 10.5% Notes due 2005.......   $    80,340   $    80,340    $    80,340    $     80,340
                 13% Notes due 2008.........        25,000             -         25,000               -
                 Revolving credit facility..        60,485        60,485         95,000          95,000
                 Term loan..................         2,767         2,767          4,633           4,633
                                               -----------   -----------    -----------    ------------
                                                   168,592       143,592        204,973         179,973
                 Less current maturities....         2,767         2,767          1,866           1,866
                                               -----------   -----------    -----------    ------------
                                               $   165,825   $   140,825    $   203,107    $    178,107
                                               ===========   ===========    ===========    ============
</TABLE>


                                      F-14
<PAGE>

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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

9.       Long-term Debt (Continued)

                  Millbrook and Manischewitz have a credit agreement with a
         group of commercial lending institutions providing for a credit
         facility in the aggregate amount of $117.8 million consisting of
         revolving credit loans up to $115 million and an amortizing term loan
         of $2.8 million (the "Credit Agreement"). Borrowings under this
         long-term facility, which expires October 28, 2004, are supported by
         specified assets in accordance with a borrowing base formula, as
         defined in the Credit Agreement. Additionally, the Credit Agreement
         requires the maintenance of a minimum level of cash flow, as defined
         and imposes restrictions on investments, capital expenditures, cash
         dividends, management fees and advances to the parent and other
         indebtedness. At March 31, 2002, substantially all of the assets of
         Enterprises' subsidiaries are unavailable for dividends. At March 31,
         2002, Millbrook and Manischewitz had available, under the Credit
         Agreement, unused borrowing capacity of approximately $22.7 million,
         net of outstanding letters of credit of approximately $4.7 million. The
         Credit Agreement is secured by Millbrook's and Manischewitz' accounts
         receivable and inventories, mortgages on certain real property and
         Manischewitz' pledge of certain unencumbered fixtures and equipment,
         Millbrook's stock and the membership interests of Manischewitz.

                  Borrowings under the Credit Agreement bear interest at either
         the London interbank offered ("LIBO") rate plus a margin or the bank's
         alternate base rate plus a margin (up to 3.25%). The margin, which
         ranged from 2.00% to 3.25% during the year ended March 31, 2002, is
         based upon availability pursuant to the borrowing base calculation. At
         March 31, 2002 and 2001, borrowings under the LIBO option were
         $62,767,000 and $99,633,000, respectively. At March 31, 2002, the
         interest rate on the outstanding LIBO loans ranged from 5.13% to 5.55%.
         At March 31, 2002, Millbrook's and Manischewitz' outstanding debt under
         the Credit Agreement approximates fair value. At March 31, 2002 and
         2001, the fair value of Holdings' 13% Notes was $5.0 million and $15.0
         million, respectively. At March 31, 2002 and 2001, the fair value of
         Enterprises' 10.5% Notes was $28.1 million and $56.2 million,
         respectively.

                  The Companies (i) do not engage in derivative activity for
         trading or speculative purposes; (ii) periodically evaluate the
         financial position of the counterparty; and (iii) do not expect
         non-performance by the counterparty.


                                      F-15
<PAGE>

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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


9.      Long-term Debt (Continued)

                During the years ended March 31, 2001 and 2000, Enterprises
        repurchased approximately $18.8 million and $20.9 million of its
        outstanding 10.5% Notes resulting in a gain of approximately $3.2
        million and $4.7 million, net of income taxes of approximately $2.1
        million and $3.1 million, respectively. In addition, the stockholders of
        Holdings purchased $3.0 million of additional preferred stock to
        partially fund Holdings' repurchase of $23.0 million of its outstanding
        13% Notes resulting in a gain of approximately $8.2 million, net of
        income taxes of approximately $5.4 million. These transactions were
        recorded as extraordinary items.

                Future maturities of long-term debt at March 31, 2002 were as
        follows (in thousands):

                                                      Holdings     Enterprises
                                                     ----------   -------------
                2003..........................       $    2,767    $     2,767
                2004..........................                -              -
                2005..........................           60,485         60,485
                2006..........................           80,340         80,340
                2007..........................                -              -
                Thereafter....................           25,000              -
                                                     ----------    -----------
                                                     $  168,592    $   143,592
                                                     ==========    ===========

10.     Stockholders' Equity

                In conjunction with its acquisition of Millbrook in 1997,
        Holdings sold 20,000 shares of Series A Preferred Stock at $500 per
        share and 100,000 shares of Common Stock at $1.00 per share. During the
        year ended March 31, 2000, Holdings sold an additional 5,000 shares of
        Series A Preferred Stock at $500 per share and 1,000 shares of Series B
        Preferred Stock at $500 per share.

                The holders of the Series A and B Preferred Stock are entitled
        to cumulative preferential cash dividends of $50 per year (10%), per
        share. At March 31, 2002, the amount of accumulated unpaid dividends per
        share on the Series A Preferred Stock was $250 for shares issued in 1997
        and $150 for each of the Series A and B Preferred Stock issued in 1999,
        aggregating approximately $5.9 million. Unless all accumulated and
        unpaid dividends on the Series A and B Preferred Stock are paid, no
        dividends shall be declared or paid on Holdings' Common Stock. The
        Series A and B Preferred Stock are each subject to an optional
        redemption by Holdings at any time, in whole or in part, at the
        redemption price per share of $500 plus an amount equal to all
        accumulated and unpaid dividends.


                                      F-16
<PAGE>

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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


11.     Commitments And Contingencies

        Leases

                The Companies lease certain facilities, machinery and vehicles
        under various non-cancelable capital and operating lease agreements. The
        Companies are required to pay property taxes, insurance and normal
        maintenance costs for certain of their facilities. Future minimum lease
        payments required under such leases in effect at March 31, 2002 were as
        follows (in thousands):

                                                      Capital Lease   Operating
                                                       Obligations      Leases
                                                       ------------  -----------
                 2003................................   $       84   $     5,131
                 2004................................           73         4,792
                 2005................................           16         4,310
                 2006................................            -         4,064
                 2007................................            -         3,492
                 Thereafter..........................            -         1,537
                                                        ----------   -----------
                 Future minimum lease payments.......   $      173   $    23,326
                                                                     ===========
                 Less: Interest and executory costs..           20
                                                        ----------
                 Total capital lease obligations.....   $      153
                                                        ==========

                Capital lease obligations have been included as a component of
        Other Current Liabilities and Other Liabilities on the Companies'
        balance sheets. Interest rates on capital lease obligations vary from
        9.0% to 13.3%. The net carrying amount of assets under capital leases at
        March 31, 2002 were approximately $150,000.

                Total rent expense for all operating leases was $8.3 million,
        $8.9 million and $5.7 million for the years ended March 31, 2002, 2001,
        and 2000, respectively.

        Commitments

                At March 31, 2002 and 2001, Manischewitz had approximately $1.6
        million and $0.9 million, respectively, of purchase commitments with
        certain vendors.

        Contingencies

                The Companies are subject to various legal actions, regulatory
        investigations and proceedings and claims threatened or pending in the
        normal course of their business. While it is not feasible to predict or
        determine the outcome of these actions, claims and proceedings, it is
        the opinion of management that their outcome, to the extent not provided
        for through insurance, indemnification or established reserves, will not
        have a materially adverse effect on the Companies' financial position or
        future results of operations.


                                      F-17
<PAGE>

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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


12.     Income Taxes

                The provision (benefit) for income taxes consisted of the
        following (in thousands):

<TABLE>
<CAPTION>
        March 31,                                       2002                       2001                         2000
        ---------                            -------------------------   -----------------------     -------------------------
                                             Holdings     Enterprises    Holdings    Enterprises     Holdings      Enterprises
                                             --------     ------------   --------    -----------     ----------    -----------
<S>                                          <C>          <C>            <C>         <C>             <C>           <C>
        Currently (receivable) payable:
             Federal                         $(1,281)     $   (588)      $(2,041)      $  (995)      $(4,329)      $(1,564)
             State                                --            --          (370)         (344)         (627)         (183)
                                             -------      --------       -------       -------       -------       -------
                                              (1,281)         (588)       (2,411)       (1,339)       (4,956)       (1,747)
                                             -------      --------       -------       -------       -------       -------

        Deferred (benefit) liability:
             Federal                         $(1,212)     $   (748)      $  (658)      $  (658)      $ 3,759         1,984
             State                              (109)         (306)         (342)         (142)           51            51
                                             -------      --------       -------       -------       -------       -------
                                              (1,321)       (1,054)       (1,000)         (800)        3,810         2,035
                                             -------      --------       -------       -------       -------       -------
                                             $(2,602)     $ (1,642)      $(3,411)      $(2,139)      $(1,146)      $   288
                                             =======      ========       =======       =======       =======       =======
</TABLE>

                A reconciliation of the statutory United States Federal income
        tax rate to the Companies effective income tax (benefit) rates follows:

<TABLE>
<CAPTION>
        For the years ended
        March 31,                                     2002                       2001                         2000
        ---------                         --------------------------    -----------------------    --------------------------
                                           Holdings     Enterprises     Holdings    Enterprises     Holdings     Enterprises
                                          ------------ -------------    -----------------------    ----------   -------------
<S>                                        <C>           <C>           <C>           <C>           <C>           <C>

         Statutory rate..................    (35.0%)      (35.0%)       (35.0%)        (35.0%)       (35.0%)         35.0%
         State income taxes, net of
              Federal benefit............     (3.9)        (3.5)         (4.0)          (3.8)         (2.6)         116.6
         Nondeductible amortization of
              intangibles................      5.8          9.3           4.6            6.3          16.4          945.0
         Change in valuation
              allowances.................      4.8           --            --             --         (23.3)        (657.7)
         Other...........................     (0.2)         0.5           5.0            6.9           6.2          115.3
                                          ----------- ---------------  ----------- -------------- ------------  --------------

                                             (28.5%)      (28.7%)       (29.4%)        (25.6%)       (38.3%)        554.2%
                                          =========== ===============  =========== ============== ============  ==============
</TABLE>


                                      F-18
<PAGE>

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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


12.     Income Taxes (Continued)

                The income tax effects of temporary differences that give rise
        to significant portions of the deferred tax assets and liabilities were
        as follows (in thousands):

<TABLE>
<CAPTION>
                                                                            2002                         2001
                                                                   --------------------------- ---------------------------
                                                                     Holdings     Enterprises    Holdings    Enterprises
                                                                   --------------------------- ---------------------------
<S>                                                                  <C>          <C>            <C>          <C>
         March 31,
         ---------

         Deferred Tax Assets:
             Accounts receivable, principally due to
               allowances for doubtful accounts...........           $  1,879     $     1,879    $   1,785    $     1,785
             Deferred compensation........................              4,064           4,064        4,066          4,066
             Net operating loss carryforwards.............              1,644             742          200             --
             Liability accruals...........................              4,651           4,651        4,535          4,535
             Other, net...................................              1,298           1,298        1,193          1,193

         Deferred Tax Liabilities:
             Inventories, principally due to
               acquisition basis differences and
               financial statement allowances.............             (3,644)         (3,644)      (4,228)        (4,228)
             Property, plant & equipment, principally
               due to basis differences...................             (5,359)         (5,359)      (5,351)        (5,351)
             Identified intangibles, due to
               basis differences..........................             (9,436)         (9,436)      (9,269)        (9,269)
                                                                     --------     -----------    ---------    -----------
             Total deferred tax liabilities...............             (4,903)         (5,805)      (7,069)        (7,269)
             Valuation allowance..........................               (435)             --           --             --
                                                                     --------     -----------    ---------    -----------
             Net deferred tax liabilities.................           $ (5,338)    $    (5,805)   $  (7,069)   $    (7,269)
                                                                     ========     ===========    =========    ===========
</TABLE>

                At March 31, 2002, Holdings and Enterprises had consolidated net
        operating loss carryforwards of approximately $957,000 and $490,000,
        respectively, available to reduce future Federal income tax liabilities,
        which expire in fiscal 2022. Holdings and Enterprises also had state
        operating loss carryforwards, the tax effect of which was approximately
        $687,000 and $252,000, respectively. A valuation allowance of
        approximately $435,000 has been established to offset the portion of the
        deferred tax asset related to Holdings' state tax loss carryforwards.

                At March 31, 2001, Holdings and Enterprises had no consolidated
        net operating loss carryforwards for Federal income tax purposes as the
        operating loss for the year was offset by the Federal carryback
        available. For state income tax purposes, Holdings had a $200,000
        consolidated net operating loss carryforward and Enterprises had no
        consolidated net operating loss carryforward as of March 31, 2001.


                                      F-19
<PAGE>

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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


13.     Employee Benefit Plans

        Retirement and Savings Plan

                The Companies have a retirement and savings plan ("401(k) Plan")
        covering substantially all of their employees. The 401(k) Plan provides
        for matching contributions by the Companies. In addition, the Companies
        may make annual discretionary contributions to employee accounts based,
        in part, on the Companies' financial performance. For each of the years
        ended March 31, 2002, 2001 and 2000, the Companies' provided
        approximately $1.6 million, $2.0 million and $1.8 million, respectively,
        for matching and discretionary contributions.

        Deferred Compensation

                Deferred compensation principally relates to a compensation
        arrangement implemented in 1984 by a predecessor of Millbrook in the
        form of a non-qualified defined benefit plan and a supplemental
        retirement plan which permitted former officers and certain management
        employees, at the time, to defer portions of their compensation and to
        earn specified maximum benefits upon retirement. The future benefit
        obligations, which are fixed in accordance with the plan, have been
        recorded at a discount rate of 8%. These plans do not allow new
        participants.

                In an effort to provide for the benefits associated with these
        plans, Millbrook's predecessor purchased whole-life insurance contracts
        on the plan participants. The value of these policies is included in
        Other Assets. During the year ended March 31, 2002, $7.2 million of cash
        surrender value available under these policies was utilized to reduce
        outstanding borrowings under the Credit Agreement. At March 31, 2002,
        future payment obligations, assuming commencement of payments at an
        individual's retirement age, as defined under the deferred compensation
        arrangement were approximately $696,000, $709,000, $787,000, $909,000
        and $783,000 for the years ending March 31, 2003, 2004, 2005, 2006 and
        2007, respectively.


                                      F-20
<PAGE>

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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


13.     Employee Benefit Plans (Continued)

        Pension Plan and Other Postretirement Benefits

                An analysis of Manischewitz' pension plan and accumulated
        benefit obligation for its postretirement health plan follows (in
        thousands):

<TABLE>
<CAPTION>
           For the period ended March 31,                            2002                        2001
           ------------------------------                            ----                        ----
                                                                        Other Post-                  Other Post-
                                                             Pension    Retirement        Pension    Retirement
                                                            Benefits     Benefits        Benefits     Benefits
                                                            --------     --------        --------     --------
<S>                                                         <C>          <C>            <C>          <C>
           Change in benefit obligation
           Benefit obligation at beginning of period......  $  12,828    $   1,989      $  12,152    $   1,608
           Service cost...................................        157           31            126           24
           Interest cost..................................        888          158            909          140
           Actuarial (gain) loss..........................       (233)         229            601          325
           Plan amendments................................        158           --             --           --
           Benefits paid..................................     (1,026)        (120)          (960)        (108)
                                                            ---------    ---------      ---------    ---------
           Benefit obligation at end of period............     12,772        2,287         12,828        1,989
                                                            ---------    ---------      ---------    ---------

           Change in plan assets
           Fair value of plan assets at beginning
             of period....................................     10,803           --         13,145           --
           Actual return on plan assets...................       (257)          --         (2,387)          --
           Employer contributions.........................         --          120          1,005          108
           Benefits paid..................................     (1,026)        (120)          (960)        (108)
                                                            ---------    ---------      ---------    ---------
           Fair value of plan assets at end of period.....      9,520           --         10,803           --
                                                            ---------    ---------      ---------    ---------

           Funded status..................................     (3,252)      (2,287)        (2,025)      (1,989)
           Unrecognized net prior service cost............        144           --             --           --
           Unrecognized actuarial (gain) loss.............      2,787          426          1,926          226
                                                            ---------    ---------      ---------    ---------
           Net amount recognized..........................  $    (321)   $  (1,861)     $     (99)   $  (1,763)
                                                            =========    =========      =========    =========

           Amount recognized in the statement
             of financial position consists of:
           Accrued benefit liability......................  $  (3,107)   $  (1,861)     $  (1,989)   $  (1,763)
           Intangible asset...............................        144           --             --           --
           Accumulated other comprehensive income.........      2,642           --          1,890           --
                                                            ---------    ---------      ---------    ---------
           Net amount recognized..........................  $    (321)   $  (1,861)     $     (99)   $  (1,763)
                                                            =========    =========      =========    =========

           Weighted-average assumptions:
           Discount rate..................................      7.25%        7.25%          7.25%       7.25%
           Expected return on assets......................      7.50%          --           7.50%         --
           Rate of compensation increase..................      4.00%          --           4.00%         --
</TABLE>

                  For measurement purposes, a 7.50% annual rate of increase in
         the per capita cost of covered health care benefits was assumed for
         2002. The rate was assumed to decrease to 5% in 2010 and remain at that
         level thereafter.


                                      F-21
<PAGE>

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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


13.      Employee Benefit Plans (Continued)

<TABLE>
<CAPTION>
         For the period ended March 31,                           2002                        2001
         ------------------------------------------               ----                        ----
                                                                     Other Post-                  Other Post-
                                                          Pension    Retirement        Pension    Retirement
                                                         Benefits     Benefits        Benefits     Benefits
                                                         --------     --------        --------     --------
<S>                                                      <C>          <C>            <C>          <C>
         Components of net periodic benefit cost
         Service cost..................................  $     157    $      31      $     126    $       24
         Interest cost.................................        888          158            909           140
         Expected return on assets.....................       (874)          --           (975)           --
         Amortization of prior service cost............         14           --             --            --
         Recognized net actuarial gain.................         37           29            (59)           --
                                                         ---------    ---------      ----------   ----------
         Net periodic pension cost.....................  $     222    $     218      $       1    $      164
                                                         =========    =========      =========    ==========
</TABLE>

                The projected benefit obligation, accumulated benefit obligation
        and fair value of plan assets for the pension plan with accumulated
        benefit obligations in excess of plan assets were $12,772,000,
        $12,628,000 and $9,520,000, respectively, as of the end of the period,
        and $12,828,000, $12,792,000 and $10,803,000, respectively, as of the
        beginning of the period.

                Manischewitz provides health benefits to eligible retired
        employees under its postretirement health care plan. Assumed health care
        cost trend rates have a significant effect on the amounts reported for
        the health care plan. A one-percentage-point change in assumed health
        care cost trend rates would have the following effect:

<TABLE>
<CAPTION>
                                                                                      1-Percentage Point
                                                                                      ------------------
                                                                                  Increase          Decrease
                                                                                  --------          --------
                                                                                        (In thousands)
<S>                                                                               <C>               <C>
                Effect on total of service and interest cost components.......    $      20         $     (17)
                Effect on postretirement benefit obligation...................    $     205         $    (177)
</TABLE>


                                      F-22
<PAGE>

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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


14.     Related Party Transactions

                Concurrent with Millbrook's acquisition by Holdings, Millbrook
        entered into an arrangement with an entity owned by the controlling
        shareholder of Holdings whereby Millbrook agreed (i) to pay a quarterly
        management fee of $100,000; and (ii) to reimburse the entity for
        providing various services, including executive services and
        out-of-pocket and other expenses incurred on its behalf. Concurrent with
        Manischewitz' acquisition by Enterprises, Manischewitz entered into an
        arrangement with the entity owned by the controlling shareholder of
        Holdings whereby Manischewitz agreed to reimburse the entity for
        providing various services, including executive services and
        out-of-pocket and other expenses incurred on its behalf. The services
        provided under both arrangements include, among other things, treasury,
        cash management, certain financial reporting, legal, labor and lease
        negotiation and employee benefits administration. For each of the years
        ended March 31, 2002, 2001 and 2000, Millbrook paid $400,000 for
        management fees and $1,100,000, $1,100,000 and $875,000 respectively,
        for services provided by this entity pursuant to its aforementioned
        arrangement. For the years ended March 31, 2002, 2001 and 2000,
        Manischewitz paid approximately $510,000, $510,000 and $428,000,
        respectively, for services provided by this entity pursuant to its
        aforementioned arrangement. The services provided under each of these
        arrangements are based upon (i) the number of hours incurred at the
        applicable pay rate; and (ii) out-of-pocket expenses, related to the
        services provided.

                In addition, during the years ended March 31, 2002 and 2001,
        Millbrook reimbursed the aforementioned entity approximately $74,000 and
        $111,000, respectively, and Manischewitz reimbursed the aforementioned
        entity approximately $5,000 and $12,000, respectively, for use of its
        airplane. When commercial flights were available to the destination, the
        reimbursement was determined at the rate of the normal first class fare.
        When commercial flights were not available, the reimbursement amount was
        equal to the hourly variable costs of the airplane multiplied by the
        number of hours of use.

                In the opinion of management, these methodologies provided a
        reasonable basis for such allocations. In addition, the Companies
        believe that the terms of the arrangement with this entity were no less
        favorable than could have been obtained from unaffiliated third parties
        on an arm's length basis.

15.     Segment Reporting

                SFAS No. 131, "Disclosures about Segments of an Enterprise and
        Related Information", established standards for reporting information
        about operating segments in financial statements. Operating segments are
        defined as components of an enterprise about which separate financial
        information is available that is evaluated regularly by the chief
        operating decision maker, or decision-making group, in deciding how to
        allocate resources and in assessing performance. The Companies' chief
        decision-maker is its Chairman and Chief Executive Officer.


                                      F-23
<PAGE>

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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


15.     Segment Reporting (Continued)

                The Companies' reportable operating segments are Millbrook and
        Manischewitz. The operating segments are managed separately as each
        operating segment represents a strategic business entity. The accounting
        policies of these operating segments are the same as those described in
        the Summary Of Significant Accounting Policies except that the
        disaggregated financial results have been prepared using a management
        approach, which is consistent with the basis and manner in which each
        company's management internally disaggregates financial information for
        the purposes of assisting in making internal operating decisions. The
        Companies evaluate performance based on each business entity's
        stand-alone operating income before depreciation of property, plant and
        equipment and amortization of intangibles, non-recurring items,
        corporate charges, including certain bad debt and profit sharing costs,
        management fees and services provided to the operating segments by an
        entity owned by Holdings' majority stockholder. Intersegment sales are
        generally accounted for as sales to third parties.


<TABLE>
<CAPTION>
 For the years ended March 31,                   2002                         2001                         2000
---------------------------------     ---------------------------  ---------------------------  ---------------------------
 (in thousands)                         Holdings      Enterprises    Holdings      Enterprises    Holdings      Enterprises
                                      -------------  ------------  -------------  ------------  -------------  ------------
<S>                                     <C>            <C>          <C>             <C>          <C>             <C>
 Revenues
Millbrook .......................       $ 547,812      $ 547,812    $ 607,781       $ 607,781    $ 538,460       $ 538,460
Manischewitz ....................          60,514         60,514       56,902          56,902       49,648          49,648
                                        ---------      ---------    ---------       ---------    ---------       ---------
  Total segment revenues ........         608,326        608,326      664,683         664,683      588,108         588,108
Corporate items, principally
  the elimination of
  intercompany sales ............         (12,024)       (12,024)     (12,352)        (12,352)      (7,577)         (7,623)
                                        ---------      ---------    ---------       ---------    ---------       ---------
                                        $ 596,302      $ 596,302    $ 652,331       $ 652,331    $ 580,531       $ 580,485
                                        =========      =========    =========       =========    =========       =========

 Operating income
Millbrook .......................       $  11,365      $  11,365    $  12,478       $  12,478    $  15,009       $  15,009
Manischewitz ....................          10,713         10,713        9,623           9,623       11,666          11,666
                                        ---------      ---------    ---------       ---------    ---------       ---------
  Total segment operating
    income ......................          22,078         22,078       22,101          22,101       26,675          26,675
Corporate items and
    eliminations ................         (12,153)       (12,087)     (13,343)        (13,266)     (10,710)        (10,735)
                                        ---------      ---------    ---------       ---------    ---------       ---------
                                        $   9,925      $   9,991    $   8,758       $   8,835    $  15,965       $  15,940
                                        =========      =========    =========       =========    =========       =========

 Identifiable assets
Millbrook .......................       $ 102,947      $ 102,947    $ 139,911       $ 139,911    $ 133,072       $ 133,072
Manischewitz ....................          41,738         41,738       49,532          49,532       49,199          49,199
                                        ---------      ---------    ---------       ---------    ---------       ---------
  Total segment assets ..........         144,685        144,685      189,443         189,443      182,271         182,271
Corporate items, principally
  intangibles not allocated
  to segments ...................         116,766        119,235      121,565         121,225      107,907         103,444
                                        ---------      ---------    ---------       ---------    ---------       ---------
                                        $ 261,451      $ 263,920    $ 311,008       $ 310,668    $ 290,178       $ 285,715
                                        =========      =========    =========       =========    =========       =========
</TABLE>


                                      F-24
<PAGE>

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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


16.     Significant Customers

                For the years ended March 31, 2002 and 2001, combined revenues
        from the Companies' two largest customers, Shaw's Supermarkets and Ames
        Department Stores, together represented approximately 29.3% and 26.1% of
        total revenues, respectively. During the year ended March 31, 2002, Ames
        filed for protection under Chapter 11 of the Bankruptcy Code and is
        presently developing its reorganization plan. As of March 31, 2002, the
        Companies have a significant continuing business relationship with Ames.

17.     Quarterly Financial Data (Unaudited)

<TABLE>
<CAPTION>
                                                                                        Fiscal 2002
                                                    --------------------------------------------------------------------------------
For the three months ended                                June 30,            September 30,         December 31,          March 31,
----------------------------------                  -----------------       ----------------       --------------        -----------
(in thousands)
<S>                                                         <C>                  <C>                  <C>                  <C>
HOLDINGS
--------

Revenues                                                    $ 139,305            $ 133,450            $ 161,626            $ 161,921

Gross profit                                                   36,001               33,164               36,342               42,158

Operating (loss) income                                          (548)              (1,058)               2,137                9,394

Net (loss) income                                              (3,541)              (3,628)              (1,633)               2,282

ENTERPRISES
-----------

Revenues                                                    $ 139,305            $ 133,450            $ 161,626            $ 161,921

Gross profit                                                   36,001               33,164               36,342               42,158

Operating (loss) income                                          (545)              (1,047)               2,160                9,423

Net (loss) income                                              (3,020)              (3,129)              (1,126)               3,186

<CAPTION>
                                                                                        Fiscal 2001
                                                    --------------------------------------------------------------------------------
For the three months ended                                June 30,            September 30,         December 31,          March 31,
----------------------------------                  -----------------       ----------------       --------------        -----------
(in thousands)
<S>                                                         <C>                  <C>                  <C>                  <C>
HOLDINGS
--------

Revenues                                                    $ 157,334            $ 154,646            $ 172,579            $ 167,772

Gross profit                                                   38,314               37,343               40,700               46,366

Operating income (loss)                                           423                 (413)               1,771                6,977

Net income (loss) (1)                                             387               (3,318)              (2,218)                 155

ENTERPRISES
-----------

Revenues                                                    $ 157,334            $ 154,646            $ 172,579            $ 167,772

Gross profit                                                   38,314               37,343               40,700               46,366

Operating income (loss)                                           426                 (409)               1,797                7,021

Net income (loss) (1)                                             861               (2,861)              (1,707)                 682
</TABLE>

(1) Net income for the three months ended June 30, 2000 includes an after-tax
extraordinary gain of $2.1 million on the early extinguishment of debt.

                                      F-25
<PAGE>

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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Concluded)


18.     Subsequent Event

                Effective May 1, 2002, Holdings amended the Indenture underlying
        92% ($23.0 million) of its 13% Notes outstanding. The amendment (a)
        reduces the interest rate to 6% per annum, (b) extends their maturity
        date from May 1, 2008 to May 1, 2010 and (c) increases the aggregate
        outstanding principal by approximately $1.5 million, representing the
        deferred May 2002 interest payment. Holders of these Notes will receive
        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.


                                      F-26
<PAGE>

R.A.B. HOLDINGS, INC. - PARENT ONLY
R.A.B. ENTERPRISES, INC. - PARENT ONLY

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

<TABLE>
<CAPTION>
March 31,                                                                            2002                        2001
-------------------------------------------------------------------------  -------------------------    --------------------------
                                                                            Holdings     Enterprises     Holdings      Enterprises
                                                                           ------------  -----------    -----------    -----------
<S>                                                                         <C>           <C>           <C>           <C>
                                     ASSETS
Current assets:
  Cash                                                                      $       70    $        1    $        3    $        -
  Restricted investments                                                            --            -- #       1,629             -
  Other current assets                                                           3,186            16         3,847             6
                                                                           ------------  ------------  ------------  ------------
    Total current assets                                                         3,256            17         5,479             6
Noncurrent assets:
  Intercompany notes receivable                                                     --        76,294            --        70,470
  Other assets                                                                   1,701         1,402           643         1,857
                                                                           ------------  ------------  ------------  ------------
    Total noncurrent assets                                                      1,701        77,696           643        72,327
  Investments in subsidiaries                                                   32,858        40,721        37,573        50,644
                                                                           ------------  ------------  ------------  ------------

Total assets                                                                $   37,815    $  118,434    $   43,695    $  122,977
                                                                           ============  ============  ============  ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accrued interest                                                          $    1,345    $    3,498    $    1,345    $    3,498
  Other current liabilities                                                      6,217         1,738         4,961         1,566
                                                                           ------------  ------------  ------------  ------------
    Total current liabilities                                                    7,562         5,236         6,306         5,064
Noncurrent liabilities:
  Long-term debt                                                                25,000        80,340        25,000        80,340
                                                                           ------------  ------------  ------------  ------------
    Total noncurrent liabilities                                                25,000        80,340        25,000        80,340

Stockholders' 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                                               (195)           --          (267)           --
  Additional paid-in capital                                                       373        39,482           436        39,482
  Retained earnings (deficit)                                                   (6,197)       (5,052)          323          (963)
  Accumulated other comprehensive (loss) income                                 (1,572)       (1,572)         (946)         (946)
                                                                           ------------  ------------  ------------  ------------
                                                                                 5,254        32,858        12,391        37,573
  Less common stock in treasury - 600 shares and 2,000 shares                        1            --             2            --
                                                                           ------------  ------------  ------------  ------------
    Total stockholders' equity                                                   5,253        32,858        12,389        37,573
                                                                           ------------  ------------  ------------  ------------

Total liabilities and stockholders' equity                                  $   37,815    $  118,434    $   43,695    $  122,977
                                                                           ============  ============  ============  ============
</TABLE>

            See notes to parent only financial statement schedules


                                      S-1
<PAGE>

R.A.B. HOLDINGS, INC. - PARENT ONLY
R.A.B. ENTERPRISES, INC. - PARENT ONLY

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

<TABLE>
<CAPTION>
For the years ended March 31,                                                        2002                         2001
------------------------------------------------------------------------  ---------------------------  ---------------------------
                                                                           Holdings       Enterprises    Holdings      Enterprises
                                                                          ------------   ------------  ------------    -----------
<S>                                                                        <C>            <C>           <C>            <C>
Equity in net (loss) income of subsidiaries                                $   (4,089)    $   (4,102)   $   (3,025)    $   (5,443)

General and administrative expenses                                                67             77            77             54
                                                                          ------------   ------------  ------------   ------------

Operating loss                                                                 (4,156)        (4,179)       (3,102)        (5,497)

Interest expense, net of Holdings' interest
  income of $24 and $158 and Enterprises'
  intercompany interest income of $8,315 and $8,020                             3,324            582         3,163          1,233
                                                                          ------------   ------------  ------------   ------------

Loss before benefit for income taxes                                           (7,480)        (4,761)       (6,265)        (6,730)

Benefit for income taxes                                                         (960)          (672)       (1,271)          (511)
                                                                          ------------   ------------  ------------   ------------

Loss before extraordinary item                                                 (6,520)        (4,089)       (4,994)        (6,219)

Extraordinary gain on early extinguishment of debt,
  net of income taxes of $2.1 million                                              --             --            --          3,194
                                                                          ------------   ------------  ------------   ------------

Net loss                                                                   $   (6,520)    $   (4,089)   $   (4,994)    $   (3,025)
                                                                          ============   ============  ============   ============
</TABLE>


              See notes to parent only financial statement schedules

                                      S-2
<PAGE>

R.A.B. HOLDINGS, INC. - PARENT ONLY
R.A.B. ENTERPRISES, INC. - PARENT ONLY

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

<TABLE>
<CAPTION>
For the years ended March 31,                                                         2002                         2001
-------------------------------------------------------------------------  ---------------------------   ---------------------------
                                                                             Holdings      Enterprises    Holdings       Enterprises
                                                                           ------------    -----------   -----------     -----------
<S>                                                                          <C>            <C>           <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                                   $  (6,520)     $  (4,089)    $  (4,994)    $   (3,025)
  Adjustments to reconcile net loss to net cash provided by
    (used in) operating activities:
      Equity in net loss of subsidiaries                                         4,089          4,102         3,025          5,443
      Amortization                                                                  99            462           106            474
      Extraordinary gain on early extiguishment of debt,
        net of income taxes                                                         --             --            --         (3,194)
  Changes in assets and liabilities:
  Accrued interest                                                                  --             --           (24)          (850)
                                                                           ------------   ------------  ------------   ------------

Net cash (used in) provided by operating activities                             (2,332)           475        (1,887)        (1,152)
                                                                           ------------   ------------  ------------   ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Repurchase of long-term debt                                                      --             --            --        (12,979)
  Payment from interest escrow account                                           1,625             --         3,250             --
  Proceeds from issuance and repurchase
    of common stock                                                                 10             --             7             --
  Distributions from subsidiaries                                                   --          5,195            --         20,629
  Other                                                                            764         (5,669)       (1,386)        (6,498)
                                                                           ------------   ------------  ------------   ------------

Net cash provided by (used in) financing activities                              2,399           (474)        1,871          1,152
                                                                           ------------   ------------  ------------   ------------

Net increase (decrease) in cash                                                     67              1           (16)            --

Cash, beginning of year                                                              3             --            19             --
                                                                           ------------   ------------  ------------   ------------

Cash, end of year                                                           $       70     $        1    $        3     $       --
                                                                           ============   ============  ============   ============

Supplemental disclosures of cash flow information:
  Cash paid during the year for:
    Interest                                                                $   3,250      $    8,436    $    3,250     $    8,779
    Income taxes                                                            $      --      $       --    $    3,870     $       --
</TABLE>


              See notes to parent only financial statement schedules

                                      S-3
<PAGE>

                       R.A.B. HOLDINGS, INC. - PARENT ONLY
                     R.A.B. ENTERPRISES, INC. - PARENT ONLY

               NOTES TO PARENT ONLY FINANCIAL STATEMENT SCHEDULES

Basis of Presentation

        The accompanying financial statements are presented on the basis of
recording investments in subsidiaries on the equity method of accounting.
Certain reclassifications have been made in the prior year financial statements
to conform with the current year presentation.

        R.A.B. Enterprises, Inc. ("Enterprises") is a wholly owned-subsidiary of
R.A.B. Holdings, Inc. ("Holdings"). On January 26, 1998, Holdings formed
Enterprises and on May 1, 1998 contributed its wholly-owned subsidiary Millbrook
Distribution Services Inc. to Enterprises. This contribution was accounted for
as an "as if" pooling of interests.


                                       S-4
<PAGE>

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

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED MARCH 31, 2002, 2001 AND 2000
(In thousands)
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                         Additions
                                                             ----------------------------------
                                            Balance at         Charged to        Charged to                           Balance at
                                             beginning          costs and           other                                end
                 Description                 of period           expenses       accounts (1)       Deductions (2)     of period
----------------------------------------  ----------------   ----------------  ----------------  ----------------    --------------
<S>                                            <C>                    <C>          <C>                   <C>            <C>
Year ended March 31, 2002
  Allowance for doubtful accounts              $ 4,375                789                --            (1,743)          $ 3,421

Year ended March 31, 2001
  Allowance for doubtful accounts              $ 4,251                294               267              (437)          $ 4,375

Year ended March 31, 2000
  Allowance for doubtful accounts              $ 3,303              1,032                --               (84)          $ 4,251
</TABLE>

(1)  For the year ended March 31, 2001, the amount principally relates to the
     acquisition of the Miller Buckeye Biscuit Company, Inc.

(2)  Amounts written off.

                                       S-5