<PAGE>   1

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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                                    OF 1934
                  FOR THE FISCAL YEAR ENDED DECEMBER 27, 1997
                                       OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                  ACT OF 1934
           FOR THE TRANSITION PERIOD               TO               .

                             COMMISSION FILE NUMBER

                          NEBCO EVANS HOLDING COMPANY
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S>                                            <C>
                   DELAWARE                                      06-1444203
       (STATE OR OTHER JURISDICTION OF              (I.R.S. EMPLOYER IDENTIFICATION NO.)
        INCORPORATION OR ORGANIZATION)
</TABLE>

                               545 STEAMBOAT ROAD
                              GREENWICH, CT 06830
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                                 (203) 661-2500
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

       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 periods 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 II of this Form 10-K or any amendment to this
Form 10-K. [X]

     The aggregate market value of the voting and non-voting shares of common
stock held by non-affiliates of the registrant is not applicable as there is not
a public market for such stock. All shares of the registrant's common stock are
held by one affiliate. As of March 26, 1998, there were 6,508 shares of Class A
Common Stock and 1,733 shares of Class B Common Stock of the registrant
outstanding.
================================================================================
<PAGE>   2

FORWARD-LOOKING STATEMENTS

     This report contains certain forward-looking statements within the meaning
of Section 21E of the Securities Exchange Act of 1934, as amended, including
statements regarding the business strategy, operations, cost-saving initiatives,
economic performance, financial condition and liquidity and capital resources of
Nebco Evans Holding Company ("NEHC") or AmeriServe Food Distribution, Inc.
(which, unless the context indicates or otherwise requires, including its
predecessors, is referred to in this Annual Report on Form 10-K as "AmeriServe"
or the "Company"). Such statements are subject to various risks and
uncertainties. Actual results could differ materially from those projected in
such forward-looking statements and readers are cautioned not to place undue
reliance on the forward-looking statements which speak only as of the date
hereof. Certain factors that could cause NEHC's or the Company's actual results
to differ materially from expected, implied or historical results include the
factors set forth under "Forward-Looking and Cautionary Statements" in Item 7 of
this Annual Report on Form 10-K (this "Report"), the additional factors set
forth under "Risk Factors" in NEHC's amended Registration Statement on Form S-4
filed with the Securities and Exchange Commissions (the "SEC") on November 10,
1997 (the "NEHC Registration Statement") and NEHC's other filings with the SEC
as well as general economic and business and market conditions, especially in
the chain restaurant business, and increased competitive and/or customer
pressure. Neither NEHC nor the Company undertakes any obligations to update
these forward-looking statements to reflect events or circumstances after the
date hereof or to reflect the occurrence or nonoccurrence of anticipated events.

ITEM 1.  BUSINESS

     NEHC is a Delaware corporation and the parent company of AmeriServe, a
Delaware corporation, and Holberg Warehouse Properties, Inc., a Delaware
corporation ("HWPI"). AmeriServe accounts for substantially all of NEHC's assets
and NEHC conducts substantially all of its business through AmeriServe. HWPI's
sole operation consists of the ownership of two distribution centers occupied by
AmeriServe. AmeriServe operates in a single business segment, as described
below.

     NEHC is a wholly owned subsidiary of Nebco Evans Distributors, Inc.
("NED"), which is a majority owned subsidiary (92.9%) of Holberg Industries,
Inc. ("Holberg"). Holberg is a privately held diversified service company with
subsidiaries operating within the food service distribution and parking services
industries in North America. Holberg was formed in 1986 to acquire and manage
food service distribution businesses. Holberg acquired NEBCO Distribution of
Omaha, Inc. ("NEBCO") in 1986. NEBCO acquired Evans Brothers Company ("Evans")
in January 1990 and the combined company was renamed NEBCO EVANS Distribution,
Inc. ("NEBCO EVANS"). NEBCO EVANS acquired L.L. Distribution Systems Inc. in
1990, Condon Supply Company in 1991 and AmeriServ Food Company ("AmeriServ"), a
distributor of food products and supplies to chain restaurants in such systems
as Wendy's, Dairy Queen, Burger King, KFC and Applebee's, in January 1996. In
conjunction with the AmeriServ acquisition, on January 25, 1996, NEHC was formed
as a wholly-owned subsidiary of NED and acquired all of the stock of NEBCO
EVANS. In April 1997, NEBCO EVANS, a Nebraska corporation, changed its name to
AmeriServe Food Distribution, Inc. (as such, "Nebraska AmeriServe").

     AmeriServe is North America's largest systems foodservice distributor
specializing in distribution to chain restaurants. The Company is the primary
supplier to its customers of a wide variety of items, including fresh and frozen
meat and poultry, seafood, frozen foods, canned and dry goods, fresh and
pre-processed produce, beverages, dairy products, paper goods, cleaning supplies
and equipment. The Company currently serves over 30 different restaurant chains
and over 25,500 restaurant locations in North America. The Company has had
long-standing relationships with such leading restaurant concepts as Pizza Hut,
Taco Bell, KFC, Wendy's, Burger King, Dairy Queen, Subway and Applebee's.

     On July 11, 1997, the Company acquired (the "PFS Acquisition") the U.S. and
Canadian operations of PFS ("PFS"), a division of PepsiCo, Inc. ("PepsiCo"). PFS
distributed food products and supplies and restaurant equipment to franchised
and company-operated restaurants in the Pizza Hut, Taco Bell and KFC systems.
These systems were spun-off by PepsiCo in October 1997 and are now operating as
TRICON Global

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<PAGE>   3

Restaurants, Inc. ("Tricon"). In addition, in connection with the PFS
Acquisition, the Company entered into a distribution agreement (the
"Distribution Agreement") whereby it became the exclusive distributor of
selected products until July 11, 2002 to the approximately 9,800 Pizza Hut, Taco
Bell and KFC restaurants in the continental United States owned by Pizza Hut,
Inc., Taco Bell Corp., Kentucky Fried Chicken Corporation and, Kentucky Fried
Chicken of California, Inc. (all subsidiaries of Tricon) and their subsidiaries
(the foregoing, collectively, the "Tricon Subsidiaries,") and previously
serviced by PFS. In October 1997, AmeriServe also acquired PFS de Mexico, S.A.
de C.V., a regional systems distributor based in Mexico City, Mexico for
approximately $8 million.

     On July 11, 1997, in connection with the PFS Acquisition, the Company
issued and sold $500.0 million principal amount of its 10 1/8% Senior
Subordinated Notes due 2007 (the "Senior Subordinated Notes") pursuant to an
Indenture, dated as of July 11, 1997, by and among the Company, the Company's
subsidiaries (the "Subsidiary Guarantors") and State Street Bank and Trust
Company as Trustee (the "Senior Subordinated Note Indenture"). The Senior
Subordinated Notes were sold pursuant to exemptions from, or in transactions not
subject to, the registration requirements of the Securities Act of 1933, as
amended, (the "Securities Act") and applicable state securities laws. On
December 12, 1997, the Company consummated an offer to exchange the Senior
Subordinated Notes for new Senior Subordinated Notes, which are registered under
the Securities Act with terms substantially identical to the Senior Subordinated
Notes.

     Also on July 11, 1997, NEHC issued and sold $100.4 million in aggregate
principal amount at maturity of its 12-3/8% Senior Discount Notes due 2007 (the
"Senior Discount Notes") pursuant to an Indenture, dated as of July 11, 1997, by
and among NEHC and State Street Bank and Trust Company, as trustee. The Senior
Discount Notes were sold pursuant to exemptions from, or in transactions not
subject to, the registration requirements of the Securities Act. On December 12,
1997, NEHC consummated an offer to exchange the Senior Discount Notes for new
Senior Discount Notes, which are registered under the Securities Act, with terms
substantially identical to the Senior Discount Notes.

     On October 15, 1997, AmeriServe issued and sold $350,000,000 in aggregate
principal amount of its 8 7/8% Senior Notes due 2006 (the "Senior Notes")
pursuant to an Indenture, dated October 15, 1997, by and among the Company, the
Subsidiary Guarantors and State Street Bank and Trust Company, as trustee (the
"Senior Note Indenture"). The Senior Notes were sold pursuant to an exemption
from, or in transactions not subject to, the registration requirements of the
Securities Act. On December 12, 1997, AmeriServe consummated an offer to
exchange the Senior Notes for New Senior Notes, which are registered under the
Securities Act, with terms substantially identical to the Senior Notes.

     For further information about financings by NEHC and AmeriServe in
connection with the PFS Acquisition and subsequently, see Notes 6 and 7 to the
Consolidated Financial Statements of NEHC included in this Report.

     On December 28, 1997, pursuant to an Agreement and Plan of Merger by and
among Nebraska AmeriServe, Nebraska AmeriServe's wholly owned subsidiary
AmeriServ and AmeriServ's wholly owned subsidiary The Harry H. Post Company
("Post"), Nebraska AmeriServe merged with and into AmeriServ and Post merged
with and into AmeriServ, in each case with AmeriServ, a Delaware corporation, as
the surviving corporation. In the mergers, AmeriServ changed its name to
AmeriServe Food Distribution, Inc. (the surviving corporation is referred to in
this Report as "AmeriServe" or the "Company"). In the mergers, all of the
outstanding equity securities of AmeriServ and Post were cancelled, and all of
the outstanding equity securities of Nebraska AmeriServe were converted into
substantially identical securities of the Company. The Company effected the
mergers to rationalize its corporate organization and to reduce various
compliance and regulatory costs arising from having subsidiaries incorporated in
various jurisdictions and to move its jurisdiction of incorporation from
Nebraska to Delaware.

RECENT DEVELOPMENTS

     On January 29, 1998, AmeriServe, Steamboat Acquisition Corp., a newly
formed Delaware corporation and wholly owned subsidiary of AmeriServe, and
ProSource, Inc., a Delaware corporation ("ProSource"), entered into an Agreement
and Plan of Merger (the "Merger Agreement") pursuant to which AmeriServe will
acquire all outstanding shares of ProSource (the "ProSource Acquisition") for
cash. ProSource provides

                                        2
<PAGE>   4

foodservice distribution to restaurants in North America. ProSource also
provides purchasing and logistics services to the foodservice market in North
America. ProSource's 3,400 employees serve approximately 12,700 restaurants,
including Burger King, Chick-fil-A, Chili's, Long John Silver's, Olive Garden,
Red Lobster, Sonic, TCBY, TGI Friday's and Wendy's, from a nationwide network of
distribution centers and its Corporate Support Center in Coral Gables, Florida.
The ProSource Acquisition is subject to the approval of ProSource's stockholders
and certain other customary conditions. In connection with the Merger Agreement,
certain stockholders of ProSource have entered into a voting agreement with
AmeriServe pursuant to which such stockholders have agreed to vote their shares
in favor of the ProSource Acquisition. Such shares are sufficient to assure the
approval of the ProSource Acquisition. ProSource and AmeriServe have been
granted early termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended.

     On March 6, 1998, NEHC consummated the offering and sale (the "Offering')
of $250 million of its 11 1/4% Senior Redeemable Exchangeable Preferred Stock
due 2008 (the "Preferred Stock") in transactions not requiring registration
under the Securities Act. Approximately $148 million of the net proceeds of the
Offering was used by NEHC to repurchase all of its 13 1/2% Senior Exchangeable
Preferred Stock due 2009 (the "Senior Preferred Stock"), 15% Junior Exchangeable
Preferred Stock due 2009 (the "Junior Preferred Stock"), and Junior
Non-Convertible Preferred Stock. NEHC expects to use the remaining net proceeds
for general corporate purposes, including contributions to the capital of
AmeriServe. Dividends on the Preferred Stock are cumulative at 11 1/4% per
annum, payable quarterly in either cash or additional shares of Preferred Stock,
at NEHC's option. The Preferred Stock is redeemable, at NEHC's option, at any
time after March 1, 2003 and is exchangeable, also at NEHC's option, into
11 1/4% Subordinated Exchange Debentures due 2008, in each case, subject to
certain terms and conditions. The Offering was not registered under the
Securities Act and the Preferred Stock may not be offered or sold within the
United States or to U.S. Persons (as defined in the Securities Act) except
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act. Pursuant to the terms and
conditions of a Registration Rights Agreement entered into with Donaldson,
Lufkin & Jenrette Securities Corporation ("DLJSC"), as the initial purchaser of
the Preferred Stock, NEHC is required to exchange the Preferred Stock for
preferred stock registered under the Securities Act.

FOODSERVICE DISTRIBUTION INDUSTRY

     The foodservice distribution business involves the purchasing, receiving,
warehousing, marketing, selecting, loading and delivery of fresh and frozen meat
and poultry, seafood, frozen foods, canned and dry goods, fresh and preprocessed
produce, beverages, dairy products, paper goods, cleaning supplies, equipment
and other supplies from manufacturers and vendors to a broad range of
enterprises, including restaurants, cafeterias, nursing homes, hospitals, other
health care facilities and schools (but generally does not include supermarkets
and other retail grocery stores). The United States foodservice distribution
industry was estimated to generate $134 billion in sales in 1997.

     Within the foodservice distribution industry, there are two primary types
of distributors: broadline foodservice distributors and specialist foodservice
distributors, such as the Company. Broadline foodservice distributors service a
wide variety of customers including both independent and chain restaurants,
schools, cafeterias and hospitals. Broadline distributors may purchase and
inventory as many as 25,000 different food and food-related items. Customers
utilizing broadline foodservice distributors typically purchase inventory from
several distributors. Specialist foodservice distributors may be segregated into
three categories: product specialists, which distribute a limited number of
products (such as produce or meat); market specialists, which distribute to one
type of restaurant (such as Mexican); and systems specialists, which focus on
one type of customer (such as chain restaurants or health care facilities).

     The Company operates as a systems distributor that specializes in servicing
chain restaurants. Systems specialists, such as the Company, typically purchase
and inventory between 1,100 and 5,500 different food and foodrelated items and
often serve as a single source of supply for their customers. Broadline food
service distributors generally rely on sales representatives who must call on
customers regularly. Systems distributors, however, regularly process orders
electronically without the need for a sales representative's involvement.

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<PAGE>   5

BUSINESS STRATEGY

     The Company's strategy is to: (i) pursue profitable internal and external
growth opportunities; (ii) capitalize on its nationwide network of distribution
centers to increase customer density and regional market penetration; (iii)
continue to provide low cost, superior customer service; and (iv) maximize
operating leverage by integrating and consolidating the PFS and, following the
consummation of the ProSource acquisition, the ProSource businesses and by
pursuing selective acquisitions within the fragmented foodservice distribution
industry.

CUSTOMERS

     The Company's customers are generally individual franchisees or
franchiser-owned restaurants of chain restaurant concepts. The Company's
customers include over 30 restaurant concepts with over 25,500 restaurant
locations prior to the ProSource Acquisition. The corporate owner or franchiser
of the restaurant concept generally reserves the right to designate one or more
approved foodservice distributors within a geographic region, and each
franchisee is typically allowed to select its foodservice distributor from such
approved list.

     Including sales to franchiser-owned and franchised restaurants, the
Company's sales to the following restaurant concepts as an approximate
percentage of total pro forma sales (including PFS for all of 1997 and Post for
all of 1997 and 1996 but without giving effect to the ProSource Acquisition)
were:

<TABLE>
<CAPTION>
                                                              1997    1996
                                                              ----    ----
<S>                                                           <C>     <C>
Pizza Hut...................................................   28%     --
Taco Bell...................................................   28%     --
KFC.........................................................   13%      9%
Wendy's.....................................................   11%     35%
Burger King.................................................    5%     17%
</TABLE>

     On a pro forma basis, assuming the inclusion of PFS and Post for the full
year, restaurants owned by the Tricon Subsidiaries would have accounted for
approximately 40% of the Company's 1997 sales. No other customer accounted for
more than 10% of 1997 sales on either a pro forma or reported basis. One
customer, a franchiser, accounted for approximately 11% of 1996 net sales on a
reported basis.

     The Distribution Agreement entered into with the Tricon Subsidiaries
provides the Company with exclusive distribution rights for certain restaurant
products to approximately 9,800 Pizza Hut, Taco Bell and KFC restaurants for a
five-year term expiring on July 11, 2002. Gross profit and net pretax profit on
certain sales to Pizza Hut under the Distribution Agreement are limited. Tricon
is actively engaged in the sale to franchisees of Taco Bell and Pizza Hut
restaurants covered by the Distribution Agreement. While the Distribution
Agreement provides that prior to such sales, such franchisees will enter into
distribution agreements on substantially similar terms, there can be no
assurance that the transition from company-operated to franchised status will
not affect the Company's results. In addition, the Company's future results may
be impacted by the planned closure of poorly performing Tricon Subsidiaries'
restaurants announced by Tricon in December, 1997.

     In January 1997, the Company entered into a three-year agreement, which
became effective April 1997, to become the primary supplier to approximately
2,600 Arby's restaurants nationwide. The Company services these restaurants
together with three other cooperating distributors. The cooperating distributors
currently serve Arby's restaurants located outside the Company's pre-PFS
Acquisition primary service territories.

OPERATIONS AND DISTRIBUTION

     The Company's operations generally can be categorized into three business
processes: product replenishment, product storage and order fulfillment. Product
replenishment involves the management of logistics from the vendors through the
delivery of products to the Company's distribution centers. Product storage
involves the warehousing and rotation of temperature-controlled inventory at the
distribution centers pending sale to

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customers. Order fulfillment involves all activities from customer order
placement and selecting and loading through delivery from the distribution
centers to the restaurant location. Supporting these processes is the Company's
nationwide network of 40 distribution centers, its fleet of approximately 900
tractors and 1,200 trailers and its management information systems.
Substantially all of the Company's products are purchased, stored and delivered
in sealed cases which the Company does not open or alter. In connection with the
PFS Acquisition, the Company expects to reduce the number of current
distribution centers from 40 to 25. In order to accomplish this consolidation,
the Company will operate its business in new and larger facilities.

  Product Replenishment

     While the Company is responsible for purchasing products to be delivered to
its customers, chain restaurants typically approve the vendors and negotiate the
price for their proprietary products. The Company determines the distribution
centers that will warehouse products for each customer and the quantities in
which such products will be purchased. Order quantities for each product are
systematically determined for each distribution center, taking into account both
recent sales history and projected customer demand. The distribution centers
selected to serve a customer are based on the location of the restaurants to be
serviced.

  Product Storage

     The Company currently warehouses approximately 1,100 to 5,500 stock keeping
units ("SKU's") (excluding the redistribution and equipment distribution
centers) for its customers at 40 facilities in 33 metropolitan areas. Upon
receipt of the product at the distribution centers, the product is inspected and
stored on pallets, in racks or in bulk in the appropriate temperature-controlled
environment. Products stored at the distribution centers are generally not
reserved for a specific customer. Rather, customer orders are filled from the
common inventory at the relevant distribution center. The Company's computer
systems continuously monitor inventory levels in an effort to maintain optimal
levels, taking into account required service levels, buying opportunities and
capital requirements. Each distribution center contains ambient, refrigerated
(including cool docks) and frozen space, as well as offices for operations,
sales and customer service personnel and a computer network, accessing systems
at other distribution centers and the Company's corporate support centers.

     A majority of the Company's distribution centers are between 100,000 to
200,000 square feet with approximately 20% refrigerated storage space, 30%
frozen storage space and 50% dry storage area. The Company uses sophisticated
logistics programs to strategically locate new distribution centers in areas
near key highways with specific consideration given to the proximity of
customers and suppliers. The Company also employs consultants in distribution
center layout and product flow to design the distribution center with the
objective of maximizing product throughput. The Company estimates that each
distribution center can effectively service customers within a 350 mile radius,
although the Company's objective is to service customers within a 150 mile
radius. The Company expects to begin operations at a new distribution center in
Orlando, Florida (269,000 sq. ft.) in April 1998. The Company expects to begin
operations at a new distribution center in Denver, Colorado (161,000 sq. ft.) in
September, 1998.

  Order Fulfillment

     The Company places a significant emphasis on providing high quality service
in order fulfillment. By providing high quality service and reliability, NEHC
believes that the Company can reduce the number of reorders and redeliveries,
reducing costs for both the Company and its customers. Each restaurant places
product orders based on recent usage, estimated sales and existing restaurant
inventories. The Company uses its management information systems to continually
update routes and delivery times with each customer in order to lower
fulfillment costs. Product orders are placed with the Company one to three times
a week either through the Company's customer service representatives or through
electronic transmission using specially designed software. Many of the
restaurants served by the Company transmit product orders electronically.

     Once ordered by the customer, products are picked and labeled at each
distribution center, and the products are generally placed on a pallet for the
loading of outbound trailers. Delivery routes are scheduled to

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<PAGE>   7

both fully utilize the trailer's load capacity and minimize the number of miles
driven in order to exploit the cost benefit of customer density.

  Fleet

     The Company operates a fleet of approximately 900 tractors and 1,200
trailers. The Company leases approximately 300 of the tractors from General
Electric Capital Corp. pursuant to full-service leases that include maintenance,
licensing and fuel tax reporting. The Company owns approximately 600 tractors
and approximately 800 trailers. The remaining trailers are leased under similar
full-service leases from a variety of leasing companies. Lease terms average six
years for new tractors and nine years for new trailers.

     Most of the Company's tractors contain onboard computers. The computers
assist in managing fleet operations and provide expense controls, automated
service level data collection and real-time driver feedback, thereby enhancing
the Company's service level to customers. Data from the onboard computers are
loaded into the routing software after each route in order to continually
optimize the route structure. Substantially all of the Company's trailers
contain three temperature-controlled compartments, which allow the Company to
simultaneously deliver frozen food, refrigerated food and dry goods.

  Management Information Systems

     AmeriServe and the former PFS business currently operate with different
computer systems. AmeriServe utilizes a variety of personal computers and IBM
AS/400-based software applications. PFS also operates with a variety of
applications, the core of which are mainframe-based. Both companies have
invested significantly in their systems, and both consider their systems to be
among the leaders in the industry. Programs in use include various customized
and special-purpose applications, such as warehouse management tools, remote
order entry, automated replenishment, delivery routing, and onboard computers
for delivery trucks.

     The Company is in the process of replacing its core applications with
software from J.D. Edwards in order to integrate the systems of AmeriServe and
PFS. This conversion process is expected to be substantially completed by
mid-1999 and will result in all of the Company's distribution centers operating
with the same computer systems and the same operating policies and practices.
For certain risks related to this project, see "Computer Systems and Potential
Year 2000 Issue" under Item 7 of this Report.

  Procurement, Logistics and Re-Distribution

     The Company procures a wide range of food, paper and cleaning products for
ultimate distribution to its chain restaurant customers. These products include
fresh and frozen meat and poultry, seafood, frozen foods, canned and dry goods,
fresh and preprocessed produce, beverages, dairy products, paper goods, cleaning
supplies and equipment. The Company also operates two re-distribution centers
for the purpose of purchasing slow-moving inventory items and consolidating
these items into full truckload shipments to the Company's distribution centers
nationally, as well as to customers outside the Company. The re-distribution
division has been approved as a national consolidation point for Burger King,
Dairy Queen, Arby's, KFC and other chains. The Company also offers
re-distribution services to customers outside of the continental United States.

     The Company operates a freight logistics division for the purpose of
achieving the lowest landed costs to its distribution centers through the review
of purchase orders generated at the various distribution centers. The Company
generates freight savings through leveraged purchasing, with key carriers
operating in defined traffic lanes. This division also provides logistical
services to a substantial number of customers outside of the Company on a fee
basis. Current inbound purchase orders controlled by this division exceed 2,500
truckloads monthly. Further, the Company operates a nationally registered common
carrier fleet of temperature-controlled tractor-trailer units. This division
serves as a "core-carrier" to several national food manufacturers and is an
integral part of the Company's inbound freight logistics initiative.

                                        6
<PAGE>   8

MARKETING AND CUSTOMER SERVICE

     The Company employs national and regional marketing representatives who
service existing customers, as well as focus on developing new customers from
among other restaurant concepts. Additionally, each division president and
certain members of senior management are active in maintaining relationships
with current and potential customers. The Company compensates its sales and
marketing representatives under various compensation plans, which combine a base
pay with an incentive bonus.

     The Company's customer service activities are highly customized to the
unique needs of each customer. Each customer has a dedicated account manager who
is responsible for overseeing all of a customer's needs and coordinating the
services provided to such customer. In order to manage problem resolution, the
Company tracks customer calls to ensure that appropriate action and follow-up
occur. The Company's representatives travel frequently to the customer's
restaurant or office for regularly scheduled meetings and key project reviews to
ensure close coordination between the Company and the customer.

     A key component of the Company's marketing plan is the use of customized
information systems to improve customer service, and to assist the customer in
the daily operation of its business. The Company utilizes on-line order entry
inventory systems, which permit the Company to simultaneously take orders,
compare the order to previous orders, track and replenish inventory and schedule
the delivery. In addition to placing orders, certain customers may also access
their own accounts, and inventory information, and print copies of order
acknowledgments, invoices and account statements. This electronic data
interchange system provides certain customers with access to the Company's
information systems at their convenience and enables the Company to accept
orders 24 hours a day, seven days a week. The electronic data interchange not
only allows for greater efficiencies, but also produces reduced administrative
expenses and fewer ordering errors.

COMPETITION

     The foodservice distribution industry is highly competitive. Competitors
include other systems distribution companies focused on the chain restaurants
and captive, multi-unit franchiser-owned distribution companies and broadline
foodservice distributors.

     The Company competes directly with other systems specialists that target
chain restaurant concepts. The Company's principal competitors are ProSource,
Inc., Sysco Corporation's Sygma division, Marriott Distribution Services Inc.,
Alliant Foodservice Inc., Performance Food Group, U.S. Foodservice (formerly JP
Foodservice), and MBM Corp. The Company also competes with regional and local
distributors in the foodservice industry, principally for business from
franchisee-owned chain restaurants. National and regional chain restaurant
concepts typically receive service from one or more systems distributors.
Distributors are appointed or approved to service these concepts and/or their
franchisees on either a national or regional basis. NEHC believes that
distributors in the foodservice industry compete on the basis of quality,
reliability of service and price. Because a number of the Company's customers
prefer a distributor that is able to service their restaurants on a nationwide
basis, NEHC believes that the Company is in a strong position to retain and
compete for national chain restaurant customers and concepts.

     Opportunities for growth by gaining access to new chains typically occur at
the expense of a competitor and are awarded in a bid or negotiation situation,
in which large blocks of business are awarded to the most efficient distributor.
NEHC believes that a key competitive advantage is continuously pursuing a
strategy of being the low-cost provider of distribution and other value-added
services within the industry.

REGULATORY MATTERS

     The Company is subject to a number of federal, state and local laws,
regulations and codes, including those relating to the protection of human
health and the environment, compliance with which has required, and will
continue to require, capital and operating expenditures. The Company believes
that it is in compliance, in all material respects, with all such laws,
regulations and codes. The Company, however, is not

                                        7
<PAGE>   9

able to predict the impact of any changes in the requirements or mode of
enforcement of these laws, regulations and codes on its operating results.

ENVIRONMENTAL MATTERS

     Under applicable environmental laws, the Company and/or HWPI may be
responsible for remediation of environmental conditions and may be subject to
associated liabilities (including liabilities resulting from lawsuits brought by
private litigants) relating to its distribution centers and the land on which
its distribution centers are situated, regardless of whether the Company and/or
HWPI leases or owns the land in question and regardless of whether such
environmental conditions were created by the Company or by a prior owner or
tenant.

     NEHC believes the Company and HWPI currently conduct their respective
businesses, and in the past have conducted their respective businesses, in
substantial compliance with applicable environmental laws and regulations. In
addition, compliance with federal, state and local laws enacted for protection
of the environment has had no material effect on either the Company or HWPI.
However, there can be no assurance that environmental conditions relating to
prior, existing or future distribution centers or distribution center sites will
not have a material adverse effect on the Company or HWPI.

     In connection with the PFS Acquisition, the Company reviewed existing
reports and retained environmental consultants to conduct an environmental audit
of PFS's operations in order to identify conditions that could have material
adverse effects on the Company. The Company has obtained final reports on the
results of such audit with regard to PFS, which concluded that there are no
environmental matters that are likely to have a material adverse effect on the
Company.

EMPLOYEES

     NEHC has no paid employees. As of December 27, 1997, the Company had
approximately 5,000 full-time employees, approximately 500 of whom were employed
in corporate support functions and approximately 4,500 of whom were warehouse,
transportation, sales, and administrative staff at the distribution centers. As
of such date, approximately 275 of the Company's employees were covered by two
collective bargaining agreements. One such collective bargaining agreement,
covering approximately 200 employees and which expired in January 1998 is in the
process of being renewed. The other such collective bargaining agreement,
covering approximately 75 employees, will expire at the end of November 1998.
The Company has not experienced any labor disputes or work stoppages and
believes that its relationships with its employees are good.

ITEM 2.  PROPERTIES

     The Company currently operates 40 distribution centers located throughout
the United States, Canada and Mexico and is constructing two new distribution
centers as follows:

<TABLE>
<CAPTION>
                                                             APPROXIMATE
                         LOCATION                            SQUARE FEET    LEASED/OWNED
                         --------                            -----------    ------------
<S>                                                          <C>            <C>
Albany, NY.................................................    104,000         Leased
Albuquerque, NM............................................     65,000         Leased
Arlington, TX..............................................    105,600         Leased
Canton, MS.................................................     80,500         Leased
Charlotte, NC..............................................    158,500          Owned
Charlotte, NC..............................................     91,771         Leased
Columbus, OH...............................................    143,903         Leased
Denver, CO.................................................    119,000         Leased
Denver, CO.................................................     74,360         Leased
Denver, CO(2)..............................................    165,000         Leased
Fort Worth, TX.............................................    113,000         Leased
</TABLE>

                                        8
<PAGE>   10

<TABLE>
<CAPTION>
                                                             APPROXIMATE
                         LOCATION                            SQUARE FEET    LEASED/OWNED
                         --------                            -----------    ------------
<S>                                                          <C>            <C>
Gainesville, FL............................................     53,000         Leased
Grand Rapids, MI...........................................    180,000          Owned
Gulfport, MS...............................................     63,792         Leased
Hebron, KY.................................................    124,000         Leased
Houston, TX................................................     69,800         Leased
Indianapolis, IN...........................................    115,200         Leased
Indianapolis, IN(3)........................................    180,100         Leased
Jacksonville, FL...........................................    119,600         Leased
Jonesboro, GA..............................................    124,076         Leased
Lemont, IL(1)..............................................    105,000         Leased
Lenexa, KS.................................................    105,600         Leased
Madison, WI(1).............................................    123,000         Leased
Manassas, VA...............................................    100,337          Owned
Memphis, TN................................................     70,750         Leased
Mexico City, MX............................................     35,000          Owned
Milwaukee, WI..............................................    123,185         Leased
Mississauga, Ontario.......................................     53,487         Leased
Mt. Holly, NJ..............................................    126,637         Leased
Norcross, GA...............................................    169,900          Owned
Novi, MI...................................................     72,830         Leased
Oklahoma City, OK(4).......................................     52,500         Leased
Omaha, NE..................................................    105,000          Owned
Ontario, CA................................................    201,454         Leased
Orlando, FL(2).............................................    269,000         Leased
Orlando, FL................................................    115,240         Leased
Plymouth, MN...............................................    104,200         Leased
Portland, OR...............................................     81,815         Leased
Salt Lake City, UT.........................................     31,000         Leased
Stockton, CA...............................................    105,000         Leased
Tempe, AZ..................................................     67,660         Leased
Waukesha, WI(5)............................................    196,000         Leased
</TABLE>

---------------
(1) Re-distribution facilities

(2) Under construction

(3) Restaurant equipment distribution center

(4) This facility is scheduled to close in April, 1998.

(5) NEHC capital lease

     Within four years of December 27, 1997, two of the Company's distribution
center leases are due to expire. NEHC believes that the Company will be able to
renew expiring leases at reasonable rates in the future. In addition, in
connection with the PFS Acquisition the Company expects to reduce the number of
current distribution centers from 40 to 25. In order to accomplish this
integration and consolidation, the Company will operate its business in expanded
or new and larger facilities. NEHC believes that the Company's existing
distribution centers, together with planned modifications, expansions and new
distribution centers provide sufficient space to support the Company's expected
expansion over the next several years.

                                        9
<PAGE>   11

ITEM 3.  LEGAL PROCEEDINGS

     From time to time NEHC and/or the Company are involved in litigation
relating to claims arising out of their normal business operations. Neither NEHC
nor the Company is currently engaged in any legal proceedings that are expected,
individually or in the aggregate, to have a material adverse effect on NEHC or
the Company.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS

     None

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     All of the common stock of NEHC is owned by NED and there is no public
trading market for such security. In connection with the PFS Acquisition, on
July 11, 1997, NEHC issued and sold 2,400,000 shares of Senior Preferred Stock,
2,200,000 shares of Junior Preferred Stock, and warrants to purchase shares of
NEHC Class A Common Stock, with an exercise price of $0.01 per share,
representing the right to acquire an aggregate of up to 22.5% of the Common
Stock of NEHC on a fully diluted basis for aggregate consideration of $115.0
million. The Senior Preferred Stock and the Junior Preferred Stock and warrants
were sold to DLJ Merchant Banking Partners II, L.P. and certain of its
affiliates ("DLJMBII"). The offering was a private placement.

     NEHC has not paid a cash dividend in the 1997 or 1996 fiscal years. Under
the indenture relating to the Senior Discount Notes and the Certificate of
Designations relating to the Preferred Stock, NEHC is restricted from paying
cash dividends on its capital stock, subject to certain exceptions. For
additional information regarding these restrictions, see the Indenture, dated as
of July 11, 1997, by and between NEHC and State Street Bank and Trust Company,
relating to the Senior Discount Notes and the Certificate of Designations
relating to the Preferred Stock, included as an amendment to NEHC's Amended and
Restated Certificate of Incorporation, each of which has been incorporated by
reference as an exhibit hereto.

     Under the Company's Credit Facility, the Company is restricted from paying
cash dividends on its capital stock until January 11, 2003, except to the extent
necessary to enable NEHC to pay corporate overhead expenses. From and after
January 11, 2003, the Company may pay additional dividends of up to $13,000,000
annually, subject to certain conditions, to enable NEHC to service the Senior
Discount Notes. The indentures relating to the Senior Notes and the Senior
Subordinated Notes also limit the Company's ability to pay cash dividends. For
additional information regarding these restrictions, see the Company's Second
Amended and Restated Credit Agreement, the Indenture, dated as of October 15,
1997, by and between the Company and the State Street Bank and Trust Company,
relating to the Senior Notes and the Indenture, dated as of July 11, 1997, by
and between the Company and State Street Bank and Trust Company, relating to the
Senior Subordinated Notes, each of which has been incorporated by reference as
an exhibit hereto. There are currently no restrictions on the ability of the
Company's wholly-owned subsidiaries, other than AmeriServe Funding, to pay cash
dividends to the Company.

                                       10
<PAGE>   12

ITEM 6.  SELECTED CONSOLIDATED FINANCIAL DATA (IN THOUSANDS):

<TABLE>
<CAPTION>
                                                                 FISCAL YEAR
                                           --------------------------------------------------------
                                            1997(A)      1996(B)       1995       1994       1993
                                           ----------   ----------   --------   --------   --------
<S>                                        <C>          <C>          <C>        <C>        <C>
STATEMENT OF OPERATIONS DATA:
  Net sales..............................  $3,508,332   $1,389,601   $400,017   $358,516   $327,606
  Gross profit...........................     348,975      140,466     40,971     37,914     35,153
  Operating expenses.....................     358,958(c)    122,430    36,695     34,488     32,054
                                           ----------   ----------   --------   --------   --------
  Operating income (loss)................      (9,983)      18,036      4,276      3,426      3,099
  Interest expense, net..................     (54,016)     (16,423)    (3,936)    (3,294)    (2,759)
  Loss on sale of accounts receivable....      (6,757)(d)         --       --         --         --
  Interest income-affiliates.............         632          528        749        533        150
  Minority interest......................          --       (2,345)        --         --         --
                                           ----------   ----------   --------   --------   --------
  Income (loss) before income taxes,
     extraordinary loss, and cumulative
     effect of accounting change.........     (70,124)        (204)     1,089        665        490
  Provision for income taxes.............       1,030        1,300        583        523        172
                                           ----------   ----------   --------   --------   --------
  Income (loss) before extraordinary loss
     and cumulative effect of accounting
     change..............................     (71,154)      (1,504)       506        142        318
  Extraordinary loss on early
     extinguishment of debt..............     (15,935)          --         --         --       (613)
  Cumulative effect of change in method
     of accounting for income taxes......          --           --         --         --       (495)
                                           ----------   ----------   --------   --------   --------
  Net income (loss)......................  $  (87,089)  $   (1,504)  $    506   $    142   $   (790)
                                           ==========   ==========   ========   ========   ========

BALANCE SHEET DATA AT END OF YEAR:
  Cash and cash equivalents..............  $  231,450   $    2,224   $    575   $  1,025   $  1,682
  Total assets...........................   1,478,790      314,946     77,503     79,218     75,265
  Long-term debt, including current
     portion.............................     948,736      164,444     32,779     32,160     34,170
  Total stockholders' equity.............      44,802       18,519     10,157     17,205     14,779
</TABLE>

---------------
(a) Includes the effects of the acquisition of PFS effective June 11, 1997.

(b) Includes the effects of the acquisition of AmeriServ on January 25, 1996.

(c) Includes $52.4 million in impairment, restructuring and other unusual
    charges. See Note 3 to the Consolidated Financial Statements.

(d) Relates to an ongoing program to provide additional financing capacity
    through sales of accounts receivable. See Note 7 to the Consolidated
    Financial Statements.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

GENERAL

     NEHC is the parent of the Company and Holberg Warehouse Properties, Inc.
(HWPI). The Company accounts for substantially all of NEHC's assets and
operations. HWPI's operations consist entirely of the leasing of two warehouse
facilities to the Company. The Company is North America's largest foodservice
distributor to chain restaurants, distributing a wide variety of items,
including meat, poultry, frozen foods, canned and dry goods, produce, beverages,
dairy products, paper goods, cleaning and other supplies and equipment to
approximately 25,500 restaurants. The Company's major customers are franchisers
and/or franchisees in the Pizza Hut, Taco Bell, KFC, Wendy's, Arby's, Burger
King and Dairy Queen restaurant systems.

     On July 11, 1997, the Company acquired the U.S. and Canadian operations of
PFS. The effective date of the acquisition was June 11, 1997, the end of PFS'
second quarter. PFS distributed food products, supplies and

                                       11
<PAGE>   13

equipment to franchised and company-owned restaurants in the Pizza Hut, Taco
Bell and KFC systems, which were spun-off by PepsiCo, Inc. in October 1997 and
are now operating as TRICON Global Restaurants, Inc. (Tricon). As the
acquisition has been accounted for under the purchase method, twenty-eight weeks
of PFS' operating results are included in the Company's operating results for
the year ended December 27, 1997. Because of the relative sizes of the Company
and PFS, which had net sales of $1.3 billion and $3.4 billion, respectively, for
fiscal 1996, the comparisons of operating results for 1997 to 1996 presented
below are significantly impacted by the PFS acquisition.

     In April 1997, the Company began providing foodservice distribution to
approximately 2,600 Arby's restaurants under a three-year contract. While the
majority of Arby's restaurants are serviced directly by the Company, some are
serviced by other cooperating independent distributors.

     On January 25, 1996, the Company acquired AmeriServ, a distributor of food
products and supplies to chain restaurants in such systems as Wendy's, Dairy
Queen, Burger King, KFC and Applebee's. Because of the relative sizes of the
Company and AmeriServ, which had net sales of $400 million and $939 million,
respectively, for fiscal 1995, the comparisons of operating results for 1996 to
1995 presented below are significantly impacted by the AmeriServ acquisition.

RECENT DEVELOPMENTS

     On January 29, 1998, the Company entered into a definitive merger agreement
pursuant to which the Company will acquire all of the approximately 9.4 million
outstanding shares of ProSource for $15.00 per share in cash. The Company will
also refinance the existing indebtedness of ProSource of approximately $174
million. The transaction is expected to close in the second quarter of 1998.
ProSource, which reported sales of $3.9 billion for its fiscal year ended
December 27, 1997, is in the foodservice distribution business, specializing in
quick-service and casual dining chain restaurants. ProSource services
approximately 12,700 restaurants, principally in the United States, in such
chains as Burger King, Red Lobster, Olive Garden, TGI Friday's, Long John
Silver's, Chili's, Sonic, Chick-fil-A, Wendy's and TCBY. The Company will fund
the acquisition with cash and cash equivalents on hand as well as additional
capital expected from the accounts receivable sale program as discussed below.
Because of similarities in activities, the Company intends to consolidate
certain operations of ProSource with those of the Company. With opportunities to
combine certain warehousing, transportation and administrative activities, the
Company believes that significant cost efficiencies are achievable.

     On March 6, 1998, NEHC issued $250 million of 11 1/4% Senior Redeemable
Exchangeable Preferred Stock due 2008 in a Rule 144A private placement.
Approximately $148 million of proceeds from the issuance were used to repurchase
all NEHC's outstanding 13 1/2% senior exchangeable preferred stock, $25,000
series junior nonconvertible preferred stock and 15% junior exchangeable
preferred stock. The remaining proceeds will be used for general corporate
purposes, including contributions to the capital of the Company. See Note 17 to
Consolidated Financial Statements.

RESULTS OF OPERATIONS

     The following table presents certain financial information of NEHC,
expressed as a percentage of net sales:

<TABLE>
<CAPTION>
                                                                 YEAR ENDED
                                                --------------------------------------------
                                                DECEMBER 27,    DECEMBER 28,    DECEMBER 30,
                                                    1997            1996            1995
                                                ------------    ------------    ------------
<S>                                             <C>             <C>             <C>
Net sales.....................................     100.0%          100.0%          100.0%
Cost of goods sold............................      90.1            89.9            89.8
Gross profit..................................       9.9            10.1            10.2
Distribution, selling and administrative
  expenses....................................       8.3             8.5             8.8
Operating income before amortization of
  intangible assets and impairment,
  restructuring and other unusual charges.....       1.7             1.6             1.4
</TABLE>

                                       12
<PAGE>   14

  Fiscal 1997 compared to Fiscal 1996

     Net sales increased $2.1 billion, or 152% to $3.5 billion in 1997. The
acquisition of PFS accounted for $1.8 billion of the increase. The remaining
sales growth was largely due to the addition of service to Arby's.

     Gross profit increased $208.5 million, or 148%, to $349.0 million in 1997
due primarily to the acquisition of PFS. The gross profit margin decreased from
10.1% in 1996 to 9.9% in 1997 reflecting a customer mix shift towards business
with relatively higher product costs.

     Distribution, selling and administrative expenses increased $172.1 million,
or 146%, to $289.7 million in 1997 due primarily to the acquisition of PFS.
Distribution, selling and administrative expenses as a percent of net sales
decreased from 8.5% in 1996 to 8.3% in 1997. This change reflects the impact of
PFS' lower operating expense margin, as well as leveraging of the incremental
Arby's business.

     Operating income before amortization of intangible assets and impairment,
restructuring and other unusual charges increased $36.4 million, or 159%, to
$59.3 million in 1997 due primarily to the acquisition of PFS. As a percent of
net sales, this income measure rose from 1.6% in 1996 to 1.7% in 1997. This
change was driven by the lower distribution, selling and administrative expense
as a percent of net sales as discussed above.

     Amortization of intangible assets increased $12.0 million to $16.8 million
in 1997, reflecting the amortization of the intangible assets arising from the
allocation of the PFS purchase price.

     Impairment, restructuring and other unusual charges in 1997 totaled $52.4
million. This charge includes (a) impairment of property, equipment and other
assets ($12.4 million), (b) restructuring (exit) costs for future lease
terminations and employee severance ($13.4 million), (c) costs incurred to date
to integrate the AmeriServ and PFS operations, and other unusual items ($13.0
million) and (d) bridge financing fees, commitment fees for the accounts
receivable sale program (see discussion below) and other one-time costs
associated with the acquisition of PFS ($13.6 million). The impairment charge
and the accrued restructuring (exit) costs reflect actions to be taken with
respect to the Company's existing facilities as a result of the acquisition of
PFS. During the third quarter of 1997, management performed an extensive review
of the existing and recently acquired PFS operations with the objective of
developing a business plan for the restructuring and consolidation of the
organizations. The business plan, which was approved by the Company's Board of
Directors late in the third quarter, identified a number of actions designed to
improve the efficiency and effectiveness of the combined entity's warehouse and
transportation network and operations support infrastructure. These actions,
which are expected to be completed by mid-1999, include construction of new
strategically located warehouse facilities, closures of certain existing
warehouse facilities and expansions of others, dispositions of property and
equipment, conversion of computer systems, reductions in workforce and
relocation of the Company's headquarters from Brookfield, Wisconsin to Dallas,
Texas. The costs incurred to date to integrate the AmeriServ and PFS operations
include start-up costs of new warehouse facilities and employee relocation and
other expenses to realign the operations support infrastructure. Ongoing
integration costs will continue to be reported as a separate component of
operating expenses.

     Interest expense net of interest income increased $37.6 million to $54.0
million in 1997, reflecting interest on additional debt primarily to finance the
acquisition of PFS.

     Loss on sale of accounts receivable relates to an ongoing program
established by the Company to provide additional financing capacity. Under the
program, accounts receivable are sold to a consolidated, wholly owned special
purpose bankruptcy remote subsidiary, which in turn transfers the receivables to
a master trust. The loss on sale of accounts receivable of $6.8 million
represents the return to investors in certificates issued by the master trust.
In a transaction expected to be completed in April 1998, the current series of
certificates issued by the master trust will be restructured, resulting in
additional proceeds to the Company under the program of approximately $50
million. See Note 7 to Consolidated Financial Statements.

     Provision for income taxes represents estimated current income taxes
payable. NEHC's net deferred tax assets are offset entirely by a valuation
allowance, reflecting a net operating loss carryforward position.

                                       13
<PAGE>   15

     Extraordinary loss of $15.9 million in 1997 resulted from early
extinguishment of debt. This charge represents the unamortized balance of
deferred financing costs and unaccreted interest associated with previous credit
facilities and other indebtedness.

     Net loss of $87.1 million in 1997 compared to net loss of $1.5 million in
1996 was driven by the impairment, restructuring and other unusual charges, as
well as the increased interest expense.

  Fiscal 1996 Compared to Fiscal 1995

     Net sales increased $989.6 million, or 247%, to $1.4 billion in 1996 due
primarily to the AmeriServ acquisition. The increase in net sales was net of
certain account resignations made during fiscal 1996. The Company regularly
reviews the profitability of its account portfolio, and at times decides to
discontinue relationships with accounts deemed not sufficiently profitable for
the Company.

     Gross profit increased $99.5 million, or 243%, to $140.5 million in 1996
due primarily to the AmeriServ acquisition. Gross margin declined slightly from
10.2% in 1995 to 10.1% in 1996, due to the slightly higher cost of products
purchased by customers added through the AmeriServ acquisition.

     Distribution, selling and administrative expenses increased $82.2 million,
or 232%, to $117.6 million in 1996 due primarily to the AmeriServ acquisition.
Distribution, selling and administrative expenses as a percent of net sales
decreased from 8.8% in 1995 to 8.5% in 1996, due largely to a gain on sale of
property of $4.7 million.

     Operating income before amortization of intangible assets increased $17.3
million, or 310%, to $22.9 million in 1996 due primarily to the AmeriServ
acquisition and the gain on sale of property. As a percent of net sales, this
income measure rose from 1.4% in 1995 to 1.6% in 1996, due primarily to the
operating expense margin change discussed above.

     Amortization of intangible assets increased $3.6 million to $4.8 million in
1996 reflecting the amortization of intangible assets arising from the
allocation of the AmeriServ purchase price.

     Interest expense net of interest income increased $12.5 million to $16.4
million in 1996, reflecting interest on additional debt primarily to finance the
acquisition of AmeriServ.

     Provision for income taxes represents estimated current income taxes
payable. NEHC's net deferred tax assets are offset entirely by a valuation
allowance, reflecting a net operating loss carryforward position.

     Net loss of $1.5 million in 1996 compared to net income of $.5 million in
1995 primarily reflected the increased interest expense, partially offset by the
operating income from the acquired AmeriServ business.

LIQUIDITY AND CAPITAL RESOURCES

     Capital resources are expected to be sufficient to support ongoing business
needs as well as activities to integrate acquisitions. These resources include
cash provided by operating activities, capital lease financing of capital
expenditures, cash and cash equivalents on hand and an available revolving
credit facility of approximately $137 million at March 15, 1998.

  Fiscal 1997 compared to Fiscal 1996

     Net cash provided by operating activities increased $46.0 million to $50.2
million in 1997. Net cash provided by operating activities in 1997 included
$13.6 million in cash outflows for bridge financing fees, commitment fees
related to the accounts receivable sale program and other indirect costs
associated with the PFS acquisition and $13.8 million of cash extraordinary
loss. Excluding these nonrecurring items, net cash provided by operating
activities was $77.5 million in 1997, compared to $4.2 million in 1996. This
increase reflects favorable working capital changes due primarily to timing of
payments as well as the cash earnings generated by the PFS operations, partially
offset by higher interest payments.

                                       14
<PAGE>   16

     Unusual charges in 1997 also included $12.4 million in noncash impairment
of property, equipment and other assets and $13.4 million in restructuring
(exit) cost accruals for future lease terminations and employee severance. These
exit costs represent cash outflows in future periods.

     Net cash used for investing activities increased $774.7 million to $880.1
million in 1997 reflecting the $841 million acquisition of PFS. Capital
expenditures increased $10.6 million to $23.3 million in 1997, driven by the
impact of the acquisition of PFS as well as additional warehouse capacity. Cash
capital expenditures (excluding capital leases) are expected to approximate $50
million in 1998, including spending related to new computer systems, warehouse
equipment purchases and leasehold improvements.

     Net cash provided by financing activities in 1997 reflected debt and equity
financing transactions to support both the acquisition of PFS and future capital
needs and to refinance existing borrowings. The debt transactions included the
Company's issuance in July 1997 of $500 million of 10 1/8% Senior Subordinated
Notes due 2007 and $205 million in term loans. The term loans were repaid in
October 1997 with proceeds from the Company's issuance of $350 million of 8 7/8%
Senior Notes due 2006. In July 1997, NEHC received $55 million in proceeds upon
issuance of 12 3/8% Senior Discount Notes due 2007, and repaid subordinated
loans due 2006 with a carrying value of $26.8 million. Also included in net cash
provided by financing activities is $225 million in proceeds from the initial
sale under the Company's accounts receivable program described above and $115.0
million in proceeds from issuance of preferred stock and warrants by NEHC.

  Fiscal 1996 compared to Fiscal 1995

     Net cash provided by operating activities decreased $.4 million to $4.2
million in 1996. This change reflected an increase in working capital required
to service the customer base of the acquired AmeriServ business, partially
offset by an increase in cash earnings driven by the AmeriServ acquisition.

     Net cash used for investing activities increased $99.8 million to $105.4
million in 1996 reflecting the $92.9 million acquisition of AmeriServ. Capital
expenditures increased $10.2 million to $12.7 million in 1996 as a result of
expenditures to modify and expand certain distribution centers.

     Net cash provided by financing activities in 1996 reflected a net increase
of $116.7 million in borrowings under credit facilities and $30.0 million in
proceeds from issuance of subordinated loans and warrants to fund the
acquisition of AmeriServ and refinance existing borrowings.

SEASONALITY AND INFLATION

     Historically, the Company's sales and operating results have reflected
seasonal variations. The Company experiences lower net sales and income from
operations in the first and fourth quarters, with the effects being more
pronounced in the first quarter. Additionally, the effect of these seasonal
variations is more pronounced in regions where winter weather is generally more
inclement.

     Inflation has not had a significant impact on the Company's operations.
Food price deflation could adversely affect the Company's profitability as a
significant portion of the Company's sales are at prices based on product cost
plus a percentage markup. The Company has not experienced significant adverse
effects of food price deflation in recent years.

FORWARD-LOOKING AND CAUTIONARY STATEMENTS

  Integration of Acquisitions

     The Company's acquisition of PFS presents an opportunity to significantly
improve operating efficiencies of the combined business by eliminating redundant
facilities, achieving warehouse economies of scale with expanded or new and
larger facilities and improving truck fleet utilization through increased
deliveries per route. The impairment and restructuring charges recorded in 1997
primarily reflect actions designed to begin taking advantage of these
synergistic opportunities.

     While the Company anticipates significant cost efficiencies upon the
completion of these and other future actions under consideration, future results
of operations will be negatively impacted by integration costs,

                                       15
<PAGE>   17

including start-up costs of new warehouse facilities, employee hiring and
training expenses and the costs of other operating inefficiencies associated
with the consolidation activities. These future cash consolidation costs, for
the actions that have been decided upon to date, are expected to approximate $20
million over the remaining period of the consolidation activities, which are
expected to be completed in mid-1999. While management believes it has the
resources to meet its objectives, the ultimate level and timing of cost
efficiencies is subject to the organization's ability to manage through the
complexities of the consolidation and respond to unanticipated events.

     While the Company anticipates significant cost efficiencies upon the
consolidation of the operations of the Company and ProSource, activities to
integrate and consolidate ProSource are expected to result in additional noncash
and cash impairment, restructuring, new warehouse start-up and other expenses
associated with the reconfiguration of the distribution network and operations
support infrastructure. The Company has not yet quantified such expenses.

  Computer Systems and Potential Year 2000 Issue

     An important component of the consolidation effort is the replacement of
most existing management information systems with a new software platform and
hardware configuration. The new computer system will complement the
consolidation effort by providing the flexibility to support the varied
processes of the combined business as well as allowing greater centralization of
support functions. The Company expects to incur significant internal staff costs
as well as significant consulting and other expenditures to implement the new
system. Another critical benefit of the new system is that it replaces
applications that are not Year 2000 compliant. The implementation of the new
system is underway and expected to be completed in mid-1999. Because of the Year
2000 issue, a delay in the implementation of the new system could have a
significant adverse impact on the Company's operations. Further, the Company is
working with vendors and customers who are at various stages in analyzing this
issue. There can be no assurance that the systems of other companies on which
the Company's systems rely on or interface with will be timely converted. While
the cost to implement the new system is significant ($40-50 million), the
anticipated expenses to resolve Year 2000 issues with other peripheral systems
used by the Company are not expected to be significant.

  Industry and Customer Risk

     The Company's future results are subject to economic and competitive risks
and uncertainties in the chain restaurant and food service industries. Further,
although the Company provides foodservice distribution to Tricon under a
five-year exclusive distribution agreement effective July 1997, the Company is
subject to the inherent risk of customer concentration, as approximately 40% of
net sales are to Tricon-owned restaurants. Tricon is actively engaged in the
sale to franchisees of restaurants covered by the distribution agreement. While
the distribution agreement provides that prior to certain such sales, such
franchisees will enter into distribution agreements on substantially similar
terms, there can be no assurance that the transition from company-owned to
franchised status will not affect the Company's results. In addition, the
Company's future results may be impacted by the planned closure of poorly
performing restaurants announced by Tricon in December 1997.

  Risk of Leverage

     NEHC and the Company are and will continue to be highly leveraged as a
result of the indebtedness incurred in connection with the acquisition of PFS.
The ability of NEHC and the Company to meet interest payments, refinance the
debt or ultimately repay the debt is subject to the risks and uncertainties
discussed above.

     For additional factors that could cause NEHC's actual results to differ
materially from expected and historical results, see the "Risk Factors" set
forth in NEHC's Registration Statement on Form S-4 filed with the Securities and
Exchange Commission on November 10, 1997.

                                       16
<PAGE>   18

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The financial statements required by this Item are attached to and are
hereby incorporated into this Report.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

     None

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The following table sets forth certain information as of March 27, 1998,
with respect to each person who is an executive officer, a significant employee,
or director of NEHC:

<TABLE>
<CAPTION>
              NAME                 AGE                          TITLE
              ----                 ---                          -----
<S>                                <C>    <C>
John V. Holten...................  41     Director, Chairman and Chief Executive Officer
John R. Evans....................  58     Director and Vice Chairman
Raymond E. Marshall..............  48     Director, President and Treasurer
Daniel W. Crippen................  46     Director and Executive Vice President
Gunnar E. Klintberg..............  49     Director and Assistant Secretary
A. Petter Ostberg................  36     Vice President
Diana M. Moog....................  38     Senior Vice President and Chief Financial Officer
Leif F. Onarheim.................  62     Director
Peter T. Grauer..................  51     Director
Benoit Jamar.....................  42     Director
</TABLE>

     John V. Holten.  Mr. Holten has served as Chairman and Chief Executive
Officer of Holberg since its inception in 1986 and of NEHC since its inception
in 1996. Mr. Holten was Managing Director of DnC Capital Corporation, a merchant
banking firm in New York City, from 1984 to 1986. Mr. Holten has been a member
of the NEHC Board since 1996, and the AmeriServe Board since 1986.

     John R. Evans.  Mr. Evans became President of Evans in 1971, and was named
Chief Executive Officer of the combined company when Evans merged with NEBCO in
1990. Mr. Evans serves on the Board of Directors of each of M&I Northern Bank,
Aerial Company, Inc., and AFI Inc. Mr. Evans has been an officer of NEHC and a
member of the NEHC Board since 1996, and an officer of AmeriServe and a member
of its Board since 1990.

     Raymond E. Marshall.  Mr. Marshall has 28 years of food service
distribution experience, including 24 years with AmeriServe or its predecessors.
Mr. Marshall served as President and Chief Executive Officer of NEBCO from 1980
to 1989. Mr. Marshall has served as President of AmeriServe since 1990. Mr.
Marshall serves on the Board of Directors of Independent Distributors of America
("IDA"). Mr. Marshall has been an officer of NEHC and a member of the NEHC Board
since 1996, and a member of the AmeriServe Board since 1986.

     Daniel W. Crippen.  Mr. Crippen has spent the last 21 years in the
foodservice distribution business beginning with The Harry H. Post Company. In
addition, Mr. Crippen was appointed to his present position as Executive Vice
President of AmeriServe in 1997. He is Chairman of the Board of Directors of
IDA. Mr. Crippen has been an officer of NEHC and a member of the NEHC Board
since 1997, and an officer of AmeriServe and a member of its Board since 1997.

     Gunnar E. Klintberg.  Mr. Klintberg has served as Vice Chairman of Holberg
since its inception in 1986. Mr. Klintberg was a Managing Partner of DnC Capital
Corporation, a merchant banking firm in New York City, from 1983 to 1986. Mr.
Klintberg has been an officer of NEHC and a member of the NEHC Board since 1996,
and an officer of AmeriServe and its Board since 1986.

                                       17
<PAGE>   19

     A. Petter Ostberg.  Mr. Ostberg was appointed Vice President of NEHC in
1996. He joined Holberg in 1994 and was appointed as Senior Vice President and
Chief Financial Officer of Holberg in 1997. Prior to joining Holberg, Mr.
Ostberg held various finance positions from 1990 to 1994 with New York Cruise
Lines, Inc., including Group Vice President, Treasurer and Secretary.

     Diana M. Moog.  Ms. Moog was named Sr. Vice President and Chief Financial
Officer in January 1998. Ms. Moog joined AmeriServe as Senior Vice President and
Treasurer at the time of its acquisition of PFS in 1997. Previously, she had
served as Vice President, Controller of PFS. Ms. Moog had held various positions
at PepsiCo, Inc. from 1989 to 1997 including Manager, Financial Reporting for
PepsiCo and Assistant Controller, Frito-Lay.

     Leif F. Onarheim.  In 1996, Mr. Onarheim was elected chairman of NHO, the
country's largest association of business and industry. From 1992 to 1997, Mr.
Onarheim served as President of Norway's largest business school and was Vice
Chairman of the Board of the Norwegian School of Management. From 1980 to 1992
Mr. Onarheim served as CEO of Nora Industries. When Nora merged with Orkla
Borregaard to form the Orkla Group in 1991, Onarheim briefly served as the new
group's Chairman. The Orkla Group is one of Scandinavia's largest branded goods
company with production facilities in the US, Germany, Poland and England. He
serves as Chairman of the Board of Directors of H. Aschehoug & Co. publishers,
Norwegian Fair, Netcom ASA and Narvesen ASA, Vice Chairman of Saga Petroleum ASA
and is a board member of Wilhelm Wihelmsen Ltd. (shipping). He has been a
director of NEHC since 1996, a director of AmeriServe since 1986, and a director
of Holberg since 1997.

     Peter T. Grauer.  Mr. Grauer has been a Managing Director of Donaldson,
Lufkin & Jenrette Merchant Banking, Inc. since September 1992. Mr. Grauer serves
on the Board of Directors of each of Doane Products Co. and Total Renal Care,
Inc. Mr. Grauer has been a member of the NEHC Board since January 1996, and the
AmeriServe Board since January 1996.

     Benoit Jamar.  Mr. Jamar is a Managing Director in the Mergers &
Acquisitions group at Donaldson, Lufkin & Jenrette Securities Corporation
("DLJSC"). He joined DLJSC in 1989. Mr. Jamar has been a member of the NEHC
Board since 1997, and the AmeriServe Board since 1997.

     The directors of NEHC are elected annually and each serves until his
successor has been elected and qualified, or until his or her death, resignation
or removal. The officers of NEHC are elected by the Board of Directors, and each
serves until his or her successor is elected and qualified, or until his or her
death, resignation or removal.

ITEM 11.  EXECUTIVE COMPENSATION

     NEHC has no paid employees. The following table sets forth the information
for the three most recently completed fiscal years with regard to compensation
for services rendered in all capacities to the Company by the Chief Executive
Officer and the other four most highly compensated executive officers of the
Company (collectively, the "Named Executive Officers"). Information set forth in
the table reflects compensation earned by such individuals for services with the
Company or its respective subsidiaries.

                                       18
<PAGE>   20

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                          OTHER
                                                                          ANNUAL        ALL OTHER
                                       FISCAL    SALARY      BONUS     COMPENSATION    COMPENSATION
     NAME AND PRINCIPAL POSITION        YEAR     ($)(1)       ($)          ($)            ($)(2)
     ---------------------------       ------    -------    -------    ------------    ------------
<S>                                    <C>       <C>        <C>        <C>             <C>
John V. Holten.......................   1997          --         --           --              --
  Chairman and Chief Executive
     Officer                            1996          --         --           --              --
                                        1995          --         --           --              --
Raymond E. Marshall..................   1997     301,375    500,000(3)   191,021(4)       11,600
  President and Treasurer               1996     273,793    265,000(5)        --          11,600
                                        1995     212,492    109,200           --          10,400
Daniel W. Crippen....................   1997     283,942    500,000(3)        --           9,659
  Executive Vice President              1996     246,764    265,076           --           9,659
                                        1995     202,538    129,464           --           9,788
Donald J. Rogers(6)..................   1997     190,811    350,000(3)    63,662(4)       11,600
  Chief Financial Officer               1996     158,629    125,000(5)    33,000(7)       11,600
  and Vice President                    1995     115,671     45,000       33,000(7)       10,400
John R. Evans........................   1997     260,000         --           --           4,800
  Vice Chairman                         1996     263,000         --           --           4,800
                                        1995     262,832         --           --           4,800
</TABLE>

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

(1) The amounts shown in this column include amounts contributed by the Company
    to its 401(k) plan under a contribution matching program.

(2) The amounts shown in this column reflect premiums paid by the Company on
    behalf of Named Executive Officers for whole life insurance policies and
    annuities to which the Named Executive Officers are entitled to the cash
    surrender value.

(3) These amounts include discretionary cash bonuses paid by AmeriServe for
    services provided during 1997 in connection with the PFS acquisition.

(4) These amounts were paid to Messrs. Marshall and Rogers to reimburse
    relocation expenses.

(5) These amounts include discretionary cash bonuses paid by Holberg for
    services provided during 1995 in connection with the acquisition of
    AmeriServ.

(6) As of January 5, 1998, Mr. Rogers is no longer an employee of NEHC or the
    Company.

(7) This amount reflects forgiveness by the Company of a portion of a $100,000
    relocation assistance loan.

The Company pays an annual management fee to Holberg for management services.
The amount of this fee is not set or allocated with respect to any particular
employee's compensation from Holberg.

DIRECTOR COMPENSATION

     Directors of NEHC do not receive compensation for serving on NEHC's Board
of Directors or any committee thereof.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     The Company did not have a compensation committee in fiscal 1997. Executive
officer compensation is determined by the Board of Directors of the Company. The
Company intends to form a compensation committee in fiscal 1998. The members of
such committee have not yet been determined. During fiscal 1997, no executive
officer of NEHC served as a member of the compensation committee of another
entity.

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS

     Mr. Marshall's current employment agreement with the Company provides for a
three year term, scheduled to lapse on January 1, 1999, with default annual
renewals, and an annual base salary of $285,000,

                                       19
<PAGE>   21

which will increase for 1998 to $315,000, plus an annual bonus to be determined
by the Board of Directors after considering the Company's Reported Operating
Profit (as defined in the employment agreement), plus participation in any
employee benefit plans sponsored by the Company. Mr. Marshall agrees not to
disclose confidential information for so long as such information remains
competitively sensitive. During the term of the employment agreement and for one
year after its termination, Mr. Marshall agrees not to render services to, or
have any ownership interest in, any business which is competitive with the
Company. Mr. Marshall's employment agreement does not contain any change of
control provisions.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth certain information as of March 27, 1998,
regarding the beneficial ownership of the common stock of NEHC by (i) each
person known to NEHC to own beneficially more than 5% of any class of the common
stock of NEHC, (ii) each director of NEHC, (iii) each Named Executive Officer of
NEHC and (iv) all executive officers and directors of NEHC as a group. All
information with respect to beneficial ownership has been furnished to NEHC by
the respective stockholders of NEHC. Except as otherwise indicated in the
footnotes, each beneficial owner has the sole power to vote and to dispose of
all shares held by such holder.

<TABLE>
<CAPTION>
                                                                                       PERCENT
                                                        AMOUNT AND NATURE             OF SHARES
              NAME AND ADDRESS                       OF BENEFICIAL OWNERSHIP         OUTSTANDING
              ----------------                       -----------------------         -----------
<S>                                            <C>                                   <C>
NED..........................................  6,508 shares of Class A Common Stock      100%(+)
                                               1,733 shares of Class B Common Stock      100%(+)
Orkla........................................                  (1)
DLJ Merchant Banking Partners, L.P. and        Warrants to purchase 3,540 shares of
  certain of its affiliates ("DLJMB")........          Class A Common Stock               30%(++)
                                                Warrants to purchase 370 shares of
                                                       Class B Common Stock               30%(++)
Holberg......................................   Warrants to purchase 753 shares of
                                                       Class A Common Stock                6%(++)
John V. Holten...............................                  (2)
Daniel W. Crippen............................                  (3)
John R. Evans................................                   --
Peter T. Grauer..............................                  (4)
Benoit Jamar.................................                  (4)
Gunnar E. Klintberg..........................                  (5)
Raymond E. Marshall..........................                  (6)
Leif F. Onarheim.............................                  (7)
Diana M. Moog................................                   --
</TABLE>

---------------
(+) Computed with respect to the currently outstanding shares of Class A Common
    Stock of NEHC (the "Class A Common Stock") and Class B Common Stock of NEHC
    (the "Class B Common Stock"), and without taking into account any options or
    convertible interests of NEHC.

(++) Computed with respect to the currently outstanding shares of Class A Common
     Stock and Class B Common Stock of NEHC and the warrants held by DLJMB and
     Holberg, but without taking into account any other options or convertible
     interests of NEHC. On January 6, 1998, Holberg consummated a repurchase
     from DLJMB and affiliates of (i) 49% of the Junior Preferred Stock acquired
     by DLJMB and affiliates in connection with the PFS Acquisition (see Item
     13. "Certain Relationships and Related Party Transactions"), and (ii)
     warrants conferring the right to acquire 753.30 shares of the Class A
     Common Stock.

(1) Orkla owns approximately 7% of the outstanding common stock of NED, and has
    an additional interest in the common stock of NED of approximately 8%
    through certain warrants to purchase such common stock. In addition, Orkla
    owns approximately 30% of the outstanding common stock of Holberg (which
    itself owns the balance of the common stock of NED not owned directly by
    Orkla and has an additional
                                       20
<PAGE>   22

    interest in the common stock of NED of approximately 75% through certain
    preferred stock convertible into common stock), and an additional interest
    in the common stock of Holberg of approximately 17% through certain
    preferred stock convertible into common stock. The warrant and convertible
    interests described in this note have been computed based upon the
    outstanding common shares of NED and Holberg, without taking into account
    any options or convertible interests of NED or Holberg. Orkla also has
    certain contractual rights as to NED and NEHC pursuant to an Amended and
    Restated Investors Agreement, dated as of July 11, 1997, among DLJMB, NEHC,
    NED, Holberg, Holberg Incorporated ("Incorporated") and Orkla.

(2) Mr. Holten owns all of the outstanding common stock of Incorporated,
    corporate parent of Holberg, which entity owns approximately 70% of the
    outstanding common stock of Holberg, and an additional interest in the
    common stock of Holberg of approximately 25% through certain preferred stock
    convertible into common stock. As noted above, Holberg owns approximately
    93% of the outstanding NED common stock and has an additional interest
    through certain preferred stock convertible into common stock. The
    convertible interests described in this note have been computed based upon
    the outstanding common shares of Holberg and NED, without taking into
    account any options or convertible interests of Holberg or NED.

(3) Mr. Crippen owns shares of a series of convertible preferred stock of NEHC
    that, if converted, would result in his ownership of approximately 1.6% of
    the outstanding common stock of NEHC, taking into account the actually
    outstanding shares and the warrants held by DLJMB.

(4) Messrs. Grauer and Jamar are Managing Directors of DLJSC, and may be
    considered to have beneficial ownership of the interests of DLJMB in the
    Company and NEHC. Messrs. Grauer and Jamar disclaim such beneficial
    ownership.

(5) Mr. Klintberg is an officer and director of NED and certain of its corporate
    parents, but disclaims beneficial ownership of any of the shares owned by
    NED.

(6) Mr. Marshall has an interest of 5% in NED through certain options that have
    been granted to him by NED. Such interest has been computed based upon the
    outstanding common shares of NED, without taking into account any options or
    convertible interests of NED.

(7) Mr. Onarheim has an interest of less than 1% in NED through certain options
    that have been granted to him by NED. Such interest has been computed based
    upon the outstanding common shares of NED, without taking into account any
    options or convertible interests of NED. Mr. Onarheim has also had a long
    affiliation with Orkla and acts as Orkla's representative on the Board of
    Directors of the Company and NEHC, but disclaims beneficial ownership of any
    interests held by Orkla.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     DLJMB, an affiliate of DLJSC, and certain of its affiliates beneficially
own approximately 30% of the common stock of NEHC. Mr. Grauer, a principal of
DLJSC, is a member of the Board of Directors of NEHC and the Company; Mr. Jamar,
a principal of DLJSC, is a member of the Board of Directors of NEHC and the
Company. Holberg indirectly owns a majority of the issued and outstanding
capital stock of NEHC. See "Security Ownership of Certain Beneficial Owners and
Management." Subject to the rights of holders of Preferred Stock, Holberg and
affiliates of DLJSC collectively have sufficient voting power to elect the
entire Board of Directors of each of NEHC, and through NEHC, the Company.

     In connection with the PFS Acquisition, DLJSC received a merger advisory
fee of $4.0 million in cash from the Company upon consummation of the PFS
Acquisition and related financings. An affiliate of DLJ also received customary
fees in connection with their commitment to finance a portion of the purchase
price for PFS, in the event that the Company could not arrange alternative
financing prior to the closing.

     In connection with the Credit Facility, DLJ Capital Funding, Inc., an
affiliate of DLJSC, acted as documentation agent (see note 6 to the Consolidated
Financial Statements) for which it received certain customary fees and expenses.

                                       21
<PAGE>   23

     DLJSC has acted as an initial purchaser in connection with each of the
offerings of the Senior Discount Notes, the Senior Subordinated Notes, the
Senior Notes and the Preferred Stock for which it received certain customary
underwriting fees and discounts.

     In connection with the ProSource Acquisition, it is expected that DLJSC
will receive a merger advisory fee from the Company, at such time as the
acquisition is consummated.

     Holberg has received customary investment banking and advisory fees from
the Company and its affiliates in connection with certain prior transactions,
including a $4.0 million merger advisory fee in connection with the PFS
Acquisition. Holberg also received fees of $1.0 million in connection with the
offering of the Senior Notes.

     Holberg also receives an annual management fee from the Company of $4.0
million, commencing in 1997. In addition, in connection with the ProSource
Acquisition, it is expected that Holberg will receive a merger advisory fee from
the Company, at such time as the acquisition is consummated.

     A portion of the net proceeds of the Preferred Stock offering was used to
finance the repurchase cost of the Senior Preferred Stock and the Junior
Preferred Stock held by Holberg and certain affiliates of DLJSC and the Junior
Non-Convertible Preferred Stock held by NED.

     With the January 1996 acquisition of AmeriServ, the Company acquired a
minority interest in Post Holdings Company ("Post Holdings"), a 93.6% owner of
Post. On November 25, 1996 NEHC acquired: (i) the Company's ownership interest
in Post Holdings; and (ii) Daniel W. Crippen's 50% ownership of Post Holdings.
In connection with this transaction, Mr. Crippen, the Company's and NEHC's
Executive Vice President, received $4.4 million ($2.0 million cash and $2.4
million in NEHC 8% Senior Convertible Preferred Stock) in exchange for his 50%
equity interest in Post Holdings.

     In connection with the PFS Acquisition: (i) the remaining 6.4% of the
capital stock outstanding of Post was acquired from the minority stockholder;
(ii) a dividend of $4.7 million was declared to eliminate the intercompany
balance between Post and NEHC; (iii) all of the capital stock of Post was
transferred to AmeriServ, then a wholly-owned subsidiary of the Company; (iv)
Post's $10.6 million of outstanding indebtedness was refinanced; and (v)
AmeriServ's investment in NEHC preferred stock of $2.5 million was cancelled.

     In connection with the PFS Acquisition, NEHC contributed $130.0 million of
cash to the Company. This contribution was financed in part through NEHC's sale
of the Senior Discount Notes, Senior Preferred Stock and the Junior Preferred
Stock, as well as warrants to purchase NEHC Class A Common Stock, to affiliates
of DLJSC. On January 6, 1998, Holberg purchased from DLJ Merchant Banking
Partners II, L.P. and certain of its affiliates ("DLJMBII") warrants to purchase
753.30 shares of Class A Common Stock, which had originally been issued to
DLJMBII in connection with the PFS Acquisition in July 1997.

     In addition to the equity contribution to AmeriServe, the proceeds from the
offering of the Senior Discount Notes were used to redeem the 12 1/2% Senior
Secured Notes of NEHC (the "Old NEHC Notes"), with an initial purchase amount of
$22.0 million beneficially owned by DLJMB and Old NEHC Notes, with an initial
principal amount of $8.0 million held by Orkla. The respective accrued principal
and interest of the Old NEHC Notes held by DLJMB and Orkla as of June 28, 1997
were $26.2 million and $9.5 million, respectively.

     In connection with the PFS Acquisition, NEHC contributed to the Company an
aggregate principal amount of $45.0 million of outstanding non-convertible
preferred stock of the Company.

     Prior to the PFS Acquisition, HWPI was owned 55% by Holberg and 45% by the
Company. In connection with the PFS Acquisition, NEHC purchased for $1.5 million
Holberg's 55% interest in HWPI. HWPI's sole operations consist of the ownership
of two distribution centers, located in Omaha, Nebraska and Waukesha, Wisconsin,
occupied by the Company.

                                       22
<PAGE>   24

     The Company leases a warehouse and office facility in Waukesha, Wisconsin
from an affiliated partnership owned by certain former shareholders of an
acquired company, including Mr. John Evans, for approximately $810,000 per year
through May 31, 2008.

     The Company and Holberg also periodically engage in bi-lateral
interest-bearing loans and advances. (See Note 12 to the Consolidated Financial
Statements.)

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

     (a) The following documents are filed as a part of this Report:

          1. Financial Statements.

           Report of Independent Auditors

           Audited Consolidated Financial Statements:

               Consolidated Balance Sheets

               Consolidated Statements of Operations

               Consolidated Statements of Stockholders' Equity

               Consolidated Statements of Cash Flows

               Notes to Consolidated Financial Statements

          2. Financial statement schedule.

           Schedule II -- Valuation and Qualifying Accounts

          3. Exhibits:

<TABLE>
<C>      <S>
 2.1     Asset Purchase Agreement between PepsiCo, Inc. and Nebco
         Evans Holding Company (incorporated by reference to Exhibit
         2.2 to the Registrant's Registration Statement on Form S-4,
         No. 333-33223 filed August 8, 1997).
 2.2     Agreement and Plan of Merger, dated as of January 29, 1998,
         by and among AmeriServe Food Distribution, Inc., Steamboat
         Acquisition Corp. and ProSource, Inc. (incorporated by
         reference to Exhibit 2.1 to the Registrant's Current Report
         on Form 8-K, dated January 29, 1998).
 2.3     Voting Agreement, dated as of January 29, 1998, by and among
         AmeriServe Food Distribution, Inc., Steamboat Acquisition
         Corp. and Onex DHC LLC and certain of its affiliates
         (incorporated by reference to Exhibit 2.2 to the
         Registrant's Current Report on Form 8-K, dated January 29,
         1998).
 3.1     Restated Certificate of Incorporation of NEHC.*
 3.2     By-Laws of the NEHC (incorporated by reference to Exhibit
         3.2 to the Registrant's Registration Statement on Form S-4,
         No. 333-33223 filed August 8, 1997).
 4.1     Indenture, dated as of July 11, 1997, by and among NEHC and
         State Street Bank and Trust Company, with respect to the New
         Senior Discount Notes (incorporated by reference to Exhibit
         4.1 to the Registrant's Registration Statement on Form S-4,
         No. 333-33223 filed August 8, 1997).
 4.2     Form of New Senior Discount Note (incorporated by reference
         to Exhibit 4.2 to the Registrant's Registration Statement on
         Form S-4, No. 333-33223 filed August 8, 1997).
10.1     Purchase Agreement, by and among NEHC and Donaldson, Lufkin
         & Jenrette Securities Corporation, dated as of February 27,
         1998.*
10.2     Registration Rights Agreement, dated as of March 6, 1998, by
         and among NEHC and Donaldson, Lufkin & Jenrette Securities
         Corporation.*
10.3     Purchase Agreement, by and among NEHC and Donaldson, Lufkin
         & Jenrette Securities Corporation, dated as of July 9, 1997
         (incorporated by reference to Exhibit 2.1 to the
         Registrant's Registration Statement on Form S-4, No.
         333-33223 filed August 8, 1997).
</TABLE>

                                       23
<PAGE>   25

<TABLE>
<C>          <S>
      10.4   Registration Rights Agreement, dated as of July 11, 1997, by and among NEHC and Donaldson, Lufkin &
             Jenrette Securities Corporation (incorporated by reference to Exhibit 10.1 to the Registrant's
             Registration Statement on Form S-4, No. 333-33223 filed August 8, 1997).
      10.5   Second Amended and Restated Credit Agreement, dated as of July 11, 1997 among the Company, Bank of
             America National Trust and Savings Association, as Administrative Agent, Donaldson, Lufkin & Jenrette
             Securities Corporation, as Documentation Agent, Bank of America National Trust and Savings Association as
             Letter of Credit Issuing Lender, the Other Financial Institutions Party thereto and BancAmerica
             Securities, Inc. as Arranger (incorporated by reference to Exhibit 10.2 to the Registrant's Registration
             Statement on Form S-4, No. 333-33223 filed August 8, 1997).
      10.6   First Amendment to Second Amended and Restated Credit Agreement, dated as of October 7, 1997.*
      10.7   Second Amendment to Second Amended and Restated Credit Agreement, dated as of December 22, 1997
             (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, dated December
             28, 1997).
      10.8   Securities Purchase Agreement, dated as of July 11, 1997, by and among NEHC, Holberg Industries, Inc. and
             certain DLJ Merchant Banking entities listed as parties thereto (incorporated by reference to Exhibit
             10.3 to the Registrant's Registration Statement on Form S-4, No. 333-33223 filed August 8, 1997).
      10.9   Amended and Restated Investors Agreement, dated as of July 11, 1997 among the Registrant, certain DLJ
             Merchant Banking entities listed as parties thereto, Nebco Evans Distributors, Inc., Holberg Industries,
             Inc., Holberg Incorporated and Orkla ASA.*
      10.10  Sales and Distribution Agreement dated as of May 6, 1997 by and among PFS, Pizza Hut, Inc., Taco Bell
             Corp., Kentucky Fried Chicken Corporation and Kentucky Fried Chicken of California, Inc. (the
             "Distribution Agreement") (incorporated by reference to Exhibit 10.4 to the Registrant's Registration
             Statement on Form S-4, No. 333-33223 filed August 8, 1997).
      10.11  Amendment Agreement, dated May 29, 1997, to the Distribution Agreement.*
      21     Subsidiaries of the Registrant.*
      27.1   Financial Data Schedule.*
</TABLE>

---------------
* Filed herewith.

     (b) Reports on Form 8-K.

        During the fiscal first quarter of 1998, NEHC made the following filings
on Form 8-K:

     1. Current Report on Form 8-K filed with the Securities and Exchange
        Commission on December 31, 1997 disclosing, under Item 5, the merger of
        AmeriServe and Post with and into AmeriServ.

     2. Current Report on Form 8-K filed with the Securities and Exchange
        Commission on January 30, 1998, disclosing, under Item 5, the ProSource
        Acquisition.

     3. Current Report on Form 8-K filed with the Securities and Exchange
        Commission on March 16, 1998, disclosing, under Item 5, the Offering and
        certain fourth quarter results relating to ProSource.

     4. Amendment to the Current Report on Form 8-K/A filed with the Securities
        and Exchange Commission on March 20, 1998, disclosing, under Item 5,
        certain fourth quarter results relating to ProSource and, under Item 9,
        the Offering.

                                       24
<PAGE>   26

                          NEBCO EVANS HOLDING COMPANY

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<S>                                                           <C>
Report of Independent Auditors..............................   F-2
Audited Consolidated Financial Statements:
  Consolidated Balance Sheets...............................   F-3
  Consolidated Statements of Operations.....................   F-4
  Consolidated Statements of Stockholders' Equity...........   F-5
  Consolidated Statements of Cash Flows.....................   F-6
  Notes to Consolidated Financial Statements................   F-7
</TABLE>

                                       F-1
<PAGE>   27

               REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

Board of Directors
Nebco Evans Holding Company

     We have audited the accompanying consolidated balance sheets of Nebco Evans
Holding Company (NEHC) as of December 27, 1997 and December 28, 1996, and the
related consolidated statements of operations, stockholders' equity and cash
flows for each of the three years in the period ended December 27, 1997. Our
audits also included the financial statement schedule listed in the Index at
Item 14(a). These financial statements and schedule are the responsibility of
the NEHC's management. Our responsibility is to express an opinion on these
financial statements and schedule based on our audits.

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

     In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of NEHC at
December 27, 1997 and December 28, 1996, and the consolidated results of its
operations and its cash flows for each of the three years in the period ended
December 27, 1997, in conformity with generally accepted accounting principles.
Also, in our opinion, the related financial statement schedule, when considered
in relation to the basic financial statements taken as a whole, presents fairly
in all material respects the information set forth therein.

                                          ERNST & YOUNG LLP

Dallas, Texas
March 24, 1998

                                       F-2
<PAGE>   28

                          NEBCO EVANS HOLDING COMPANY

                          CONSOLIDATED BALANCE SHEETS
                 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                              DECEMBER 27,    DECEMBER 28,
                                                                  1997            1996
                                                              ------------    ------------
<S>                                                           <C>             <C>
ASSETS
Current assets:
  Cash and cash equivalents.................................   $  231,450       $  2,224
  Accounts receivable.......................................       43,625         85,810
  Undivided interest in accounts receivable trust...........      154,371             --
  Allowance for doubtful accounts...........................      (15,566)        (5,336)
  Inventories...............................................      150,148         52,246
  Due from affiliate........................................        8,066          3,793
  Prepaid expenses and other current assets.................       21,871          8,437
                                                               ----------       --------
          Total current assets..............................      593,965        147,174
Property and equipment, net.................................      142,138         35,772
Other assets:
  Intangible assets, net....................................      737,870        126,212
  Note receivable from Holberg..............................        3,516          3,516
  Other noncurrent assets...................................        1,301          2,272
                                                               ----------       --------
                                                               $1,478,790       $314,946
                                                               ==========       ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Current portion of long-term debt.........................   $    5,127       $  3,389
  Accounts payable..........................................      345,603         98,700
  Accrued liabilities.......................................      101,219         19,276
                                                               ----------       --------
          Total current liabilities.........................      451,949        121,365
Long-term debt..............................................      943,609        136,196
Subordinated loans..........................................           --         24,859
Other noncurrent liabilities................................       38,430         14,007
Commitments Stockholders' equity:
  13 1/2% Senior exchangeable preferred stock, $.01 par
     value per share; 5,000,000 shares authorized, 2,400,000
     shares outstanding.....................................       59,186             --
  8% Senior preferred stock, $.01 par value per share; 300
     shares authorized, 235 shares outstanding, $2,374
     liquidation value......................................        2,350          2,350
  15% Junior exchangeable preferred stock, $.01 par value
     per share; 5,000,000 shares authorized, 2,200,000
     shares outstanding.....................................       56,819             --
  Junior nonconvertible preferred stock, $.01 par value per
     share; 600 shares authorized and outstanding, $16,875
     liquidation value......................................       15,000         15,000
  Class A voting common stock, $.01 par value per share;
     30,000 shares authorized, 6,508 shares outstanding.....           --             --
  Class B nonvoting common stock, $.01 par value per share;
     20,000 shares authorized, 1,733 shares outstanding.....           --             --
  Additional paid-in capital................................        4,889          7,522
  Accumulated deficit.......................................      (93,442)        (6,353)
                                                               ----------       --------
          Total stockholders' equity........................       44,802         18,519
                                                               ----------       --------
                                                               $1,478,790       $314,946
                                                               ==========       ========
</TABLE>

                            See accompanying notes.
                                       F-3
<PAGE>   29

                          NEBCO EVANS HOLDING COMPANY

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                         YEAR ENDED
                                                        --------------------------------------------
                                                        DECEMBER 27,    DECEMBER 28,    DECEMBER 30,
                                                            1997            1996            1995
                                                        ------------    ------------    ------------
<S>                                                     <C>             <C>             <C>
Net sales.............................................   $3,508,332      $1,389,601       $400,017
Cost of goods sold....................................    3,159,357       1,249,135        359,046
                                                         ----------      ----------       --------
Gross profit..........................................      348,975         140,466         40,971
Distribution, selling and administrative expenses.....      289,679         117,581         35,396
Amortization of intangible assets.....................       16,830           4,849          1,299
Impairment, restructuring and other unusual charges...       52,449              --             --
                                                         ----------      ----------       --------
Operating income (loss)...............................       (9,983)         18,036          4,276
Other income (expense):
  Interest expense, net...............................      (54,016)        (16,423)        (3,936)
  Loss on sale of accounts receivable.................       (6,757)             --             --
  Interest income -- affiliates.......................          632             528            749
  Minority interest...................................           --          (2,345)            --
                                                         ----------      ----------       --------
                                                            (60,141)        (18,240)        (3,187)
                                                         ----------      ----------       --------
Income (loss) before income taxes and extraordinary
  items...............................................      (70,124)           (204)         1,089
Provision for income taxes............................        1,030           1,300            583
                                                         ----------      ----------       --------
Income (loss) before extraordinary items..............      (71,154)         (1,504)           506
Extraordinary loss....................................       15,935              --             --
                                                         ----------      ----------       --------
Net income (loss).....................................   $  (87,089)     $   (1,504)      $    506
                                                         ==========      ==========       ========
</TABLE>

                            See accompanying notes.
                                       F-4
<PAGE>   30

                          NEBCO EVANS HOLDING COMPANY

                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
                                             8%
                                           SENIOR                  JUNIOR
                               13 1/2%    PREFERRED      15%      PREFERRED
                               SENIOR       STOCK      JUNIOR       STOCK                          ADDITIONAL
                              PREFERRED    $10,000    PREFERRED    $25,000    PREFERRED   COMMON    PAID-IN     ACCUMULATED
                                STOCK      SERIES       STOCK      SERIES       STOCK     STOCK     CAPITAL       DEFICIT
                              ---------   ---------   ---------   ---------   ---------   ------   ----------   -----------
<S>                           <C>         <C>         <C>         <C>         <C>         <C>      <C>          <C>
BALANCE, DECEMBER 31,
  1994......................   $    --     $   --      $    --     $    --    $ 15,000     $ 6      $ 4,852      $ (2,653)
  Dividends:
    Preferred stock.........        --         --           --          --          --      --           --        (2,494)
    Common stock............        --         --           --          --          --      --       (6,086)         (208)
  Contribution of capital...        --         --           --          --          --      --        1,234            --
  Net income................        --         --           --          --          --      --           --           506
                               -------     ------      -------     -------    --------     ---      -------      --------
BALANCE, DECEMBER 30,
  1995......................        --         --           --          --      15,000       6           --        (4,849)
  Formation of NEHC.........        --         --           --      15,000     (15,000)     (6)           6            --
  Issuance of 235 shares of
    preferred stock.........        --      2,350           --          --          --      --           --            --
  Issuance of common stock
    warrants................        --         --           --          --          --      --        7,516            --
  Net loss..................        --         --           --          --          --      --           --        (1,504)
                               -------     ------      -------     -------    --------     ---      -------      --------
BALANCE, DECEMBER 28,
  1996......................        --      2,350           --      15,000          --      --        7,522        (6,353)
  Issuance of preferred
    stock and warrants......    57,300         --       55,000          --          --      --        2,700            --
  Preferred stock
    dividends...............     1,785         --        1,819          --          --      --       (3,604)           --
  Preferred stock
    accretion...............       101         --           --          --          --      --         (101)           --
  Loss on transfer of
    subsidiary from Holberg
    to NEHC.................        --         --           --          --          --      --       (1,628)           --
  Net loss..................        --         --           --          --          --      --           --       (87,089)
                               -------     ------      -------     -------    --------     ---      -------      --------
BALANCE, DECEMBER 27,
  1997......................   $59,186     $2,350      $56,819     $15,000    $     --     $--      $ 4,889      $(93,442)
                               =======     ======      =======     =======    ========     ===      =======      ========

<CAPTION>

                               TOTAL
                              -------
<S>                           <C>
BALANCE, DECEMBER 31,
  1994......................  $17,205
  Dividends:
    Preferred stock.........   (2,494)
    Common stock............   (6,294)
  Contribution of capital...    1,234
  Net income................      506
                              -------
BALANCE, DECEMBER 30,
  1995......................   10,157
  Formation of NEHC.........       --
  Issuance of 235 shares of
    preferred stock.........    2,350
  Issuance of common stock
    warrants................    7,516
  Net loss..................   (1,504)
                              -------
BALANCE, DECEMBER 28,
  1996......................   18,519
  Issuance of preferred
    stock and warrants......  115,000
  Preferred stock
    dividends...............       --
  Preferred stock
    accretion...............       --
  Loss on transfer of
    subsidiary from Holberg
    to NEHC.................   (1,628)
  Net loss..................  (87,089)
                              -------
BALANCE, DECEMBER 27,
  1997......................  $44,802
                              =======
</TABLE>

                            See accompanying notes.
                                       F-5
<PAGE>   31

                          NEBCO EVANS HOLDING COMPANY

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                               YEAR ENDED
                                                              --------------------------------------------
                                                              DECEMBER 27,    DECEMBER 28,    DECEMBER 30,
                                                                  1997            1996            1995
                                                              ------------    ------------    ------------
<S>                                                           <C>             <C>             <C>
OPERATING ACTIVITIES
Net income (loss)...........................................   $  (87,089)      $ (1,504)       $   506
Adjustments to reconcile net income (loss) to net cash
  provided by operating activities:
  Depreciation and amortization.............................       34,493         10,372          2,762
  Gain on sale of property..................................           --         (4,652)            --
  Interest accreted on subordinated loans...................        5,513          4,193             --
  Minority interest in subsidiary...........................           --          2,345             --
  Impairment of property, equipment and other assets........       12,404             --             --
  Extraordinary loss -- noncash portion.....................        2,156             --             --
  Contribution of capital...................................           --             --          1,234
  Other.....................................................           --             --            179
  Changes in assets and liabilities, net of acquisitions:
    Accounts receivable.....................................      151,390         (5,510)        (1,645)
    Undivided interest in accounts receivable trust.........     (154,371)            --             --
    Inventories.............................................      (14,090)        (5,657)            (5)
    Prepaid expenses and other current assets...............      (13,578)           823         (3,070)
    Accounts payable........................................       74,663          7,030          5,035
    Accrued liabilities.....................................       42,908         (7,083)          (393)
    Noncurrent liabilities..................................       (4,402)         1,669             --
    Other...................................................          182          2,125            (98)
                                                               ----------       --------        -------
Net cash provided by operating activities...................       50,179          4,151          4,505
                                                               ----------       --------        -------
INVESTING ACTIVITIES
Businesses acquired, net of cash acquired...................     (851,019)       (96,765)            --
Capital expenditures........................................      (23,300)       (12,701)        (2,496)
Proceeds from disposals of property and equipment...........           --          9,699             22
Amounts received from affiliate.............................       20,485         11,121         28,969
Amounts paid to affiliate...................................      (23,878)       (14,291)       (30,659)
Net increase in deposits with affiliates....................       (2,355)        (2,480)          (315)
Expenditures for intangible and other assets................           --             --         (1,095)
                                                               ----------       --------        -------
Net cash used in investing activities.......................     (880,067)      (105,417)        (5,574)
                                                               ----------       --------        -------
FINANCING ACTIVITIES
Proceeds from issuance of subordinated loans................           --         22,484             --
Proceeds from issuance of warrants..........................        2,700          7,516             --
Proceeds from issuance of long-term debt....................    1,110,000             --             --
Proceeds from sale of accounts receivable...................      225,000             --             --
Proceeds from issuance of preferred stock...................      112,300             --             --
Debt financing fees incurred................................      (26,325)            --             --
Net increase (decrease) in borrowings under revolving line
  of credit.................................................      (77,374)       116,708          4,635
Repayments of long-term debt................................     (287,187)       (43,793)        (4,016)
                                                               ----------       --------        -------
Net cash provided by financing activities...................    1,059,114        102,915            619
                                                               ----------       --------        -------
Net increase (decrease) in cash and cash equivalents........      229,226          1,649           (450)
Cash and cash equivalents at beginning of year..............        2,224            575          1,025
                                                               ----------       --------        -------
Cash and cash equivalents at end of year....................   $  231,450       $  2,224        $   575
                                                               ==========       ========        =======
Supplemental cash flow information:
  Cash paid during the year for:
    Interest................................................   $   24,468       $ 10,683        $ 3,622
    Income taxes, net of refunds............................        2,668          1,256            322
  Businesses acquired:
    Fair value of assets acquired...........................   $1,102,103       $210,357        $    --
    Cash paid...............................................     (851,019)       (96,765)            --
                                                               ----------       --------        -------
    Liabilities assumed.....................................   $  251,084       $113,592        $    --
                                                               ==========       ========        =======
Supplemental noncash investing and financing activities:
  Payment of dividends to reduce deposits and advances with
    Holberg and affiliate...................................           --             --         (8,788)
  Property and equipment purchased with capital leases
    (included in long-term debt)............................   $   22,029       $ 13,363        $    --
</TABLE>

                            See accompanying notes.
                                       F-6
<PAGE>   32

                          NEBCO EVANS HOLDING COMPANY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               DECEMBER 27, 1997

1.  NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  Nature of Operations

     Nebco Evans Holding Company (NEHC) is the parent company of AmeriServe Food
Distribution, Inc. (the Company) and Holberg Warehouse Properties, Inc. (HWPI).
The Company accounts for substantially all of NEHC's assets and operations.
HWPI's operations consist entirely of the ownership of two warehouse facilities
occupied by the Company. The Company is a foodservice distributor specializing
in distribution to chain restaurants. The Company distributes a wide variety of
food items as well as paper goods, cleaning and other supplies and equipment.

     The Company's major customers are franchisers and/or franchisees in the
Pizza Hut, Taco Bell, KFC, Arby's, Burger King, Wendy's and Dairy Queen
restaurant systems. The Company services approximately 25,500 restaurants, the
vast majority of which are in the United States. The Company also operates
foodservice distribution businesses in Canada and Mexico, which are not material
to the consolidated financial statements of the Company.

     NEHC is an indirect subsidiary of Holberg Industries, Inc. (Holberg).
Holberg is a privately held diversified service company with subsidiaries
operating within the food distribution and parking services industries in North
America.

  Principles of Consolidation

     The consolidated financial statements include the accounts of NEHC and its
subsidiaries. All significant intercompany accounts and transactions have been
eliminated in consolidation.

  Fiscal Year

     NEHC has a 52- or 53-week fiscal year ending on the last Saturday of the
calendar year. The fiscal years ended December 27, 1997 (fiscal 1997), December
28, 1996 (fiscal 1996) and December 30, 1995 (fiscal 1995) are 52-week periods.

  Cash and Cash Equivalents

     Cash equivalents represent funds temporarily invested (with original
maturities not exceeding three months) as part of NEHC's and the Company's
active management of working capital. Cash and cash equivalents are stated at
cost, which approximates market value.

  Inventories

     Inventories, which consist of purchased goods held for sale, are stated at
the lower of cost (determined on a first-in, first-out basis) or net realizable
value.

  Property and Equipment

     Property and equipment are stated at cost, except for assets that have been
impaired. Depreciation is computed over the estimated useful lives of the
assets, using either the straight-line or double-declining balance method.
Amortization of leasehold improvements is recorded over the respective lease
terms or useful lives of the assets, whichever is shorter. Amortization of
leasehold improvements and assets under capital

                                       F-7
<PAGE>   33

leases is included in depreciation expense. Useful lives for amortization and
depreciation calculations are as follows:

<TABLE>
<S>                                                           <C>
Buildings and improvements..................................  5-40 years
Delivery and automotive equipment...........................   3-9 years
Warehouse equipment.........................................  5-12 years
Furniture, fixtures and equipment...........................  5-10 years
</TABLE>

  Goodwill and Other Intangible Assets

     Costs in excess of the net identifiable assets of businesses acquired are
amortized on a straight-line basis over 40 years. Assembled workforce, customer
lists and other intangible assets acquired in business acquisitions, deferred
financing costs and other intangibles are being amortized using primarily the
straight-line method over their respective estimated useful lives, which
generally range from 3 to 40 years.

  Impairment of Long-Lived Assets

     Property and equipment, goodwill and other intangible assets are reviewed
for impairment whenever events or changes in circumstances indicate that the
carrying amount may not be recoverable. If the sum of the expected undiscounted
cash flows is less than the carrying value of the related asset or group of
assets, a loss will be recognized for the difference between the fair value and
carrying value of the asset or group of assets. Such analyses necessarily
involve significant judgment.

  Computer Software

     Costs of computer software developed or obtained for internal use are
capitalized and amortized on a straight-line basis over the estimated useful
life of the software (generally 3-8 years). Business process reengineering costs
associated with implementation of new software are expensed as incurred.

  Revenue Recognition

     Revenue from the sale of products is recognized upon shipment to the
customer.

  Use of Estimates

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

  Income Taxes

     NEHC accounts for income taxes in accordance with Statement of Financial
Accounting Standards (Statement) No. 109, "Accounting for Income Taxes," which
requires recognition of deferred tax assets or liabilities for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases, as well as net operating loss carryforwards. Because of prior operating
losses in certain taxable entities, a valuation allowance has been established
to offset the entire amount of the net deferred tax assets.

     Effective July 1997, NEHC and its subsidiaries will file consolidated
federal income tax returns. Prior to that date, NEHC and the Company were part
of the Holberg consolidated group for income tax purposes. The Company made tax
sharing payments to Holberg, under a tax sharing agreement, for those entities
within the Company's subgroup that had taxable income.

                                       F-8
<PAGE>   34

  Recently Issued Accounting Standards

     Accounting standards issued in 1997 included Statement No. 130, "Reporting
Comprehensive Income," which establishes standards for reporting and displaying
comprehensive income and its components (revenues, expenses, gains and losses)
as part of a full set of financial statements, and Statement No. 131,
"Disclosures about Segments of an Enterprise and Related Information." Statement
No. 131 establishes standards for reporting information about a company's
operating segments and related disclosures about its products, services,
geographic areas of operations and major customers. Both statements will be
adopted by NEHC in 1998. The adoption of these statements will not impact NEHC's
results of operations, cash flows or financial position.

  Reclassifications

     Certain amounts previously presented in the financial statements of prior
years have been reclassified to conform to the current year presentation.

2.  ACQUISITIONS

     On July 11, 1997, the Company acquired the U.S. and Canadian operations of
PFS, a Division of PepsiCo, Inc. (PFS), in an asset purchase transaction for
approximately $842 million in cash, including direct costs. PFS posted net sales
of $3.4 billion for the fiscal year ended December 25, 1996. Financing of the
acquisition included an equity contribution of $130 million by NEHC and other
transactions as described in Notes 6 and 7. PFS is engaged in the distribution
of food products, supplies and equipment to franchised and company-owned
restaurants in the Pizza Hut, Taco Bell and KFC systems, which were spun-off by
PepsiCo, Inc. on October 6, 1997 and are now operating as TRICON Global
Restaurants, Inc. (Tricon).

     The effective date of the acquisition was June 11, 1997, the end of PFS'
second quarter. The acquisition has been accounted for under the purchase
method; accordingly, its results are included in the consolidated financial
statements from the effective date of the acquisition. The purchase price was
allocated based on the estimated fair values of identifiable intangible and
tangible assets acquired and liabilities assumed at the acquisition date, as
follows (in millions):

<TABLE>
<S>                                                           <C>
Accounts receivable.........................................  $322.3
Inventories.................................................    83.1
Property and equipment......................................    71.5
Goodwill....................................................   562.7
Identifiable intangible assets..............................    36.9
Other assets................................................     1.4
Accounts payable............................................  (168.6)
Accrued liabilities.........................................   (38.8)
Restructuring reserves......................................   (23.0)
Other noncurrent liabilities................................    (5.9)
                                                              ------
                                                              $841.6
                                                              ======
</TABLE>

     The restructuring reserves of $23 million were included in the purchase
price allocation above in connection with the business plan to consolidate the
operations of PFS and the Company. The reserves consist principally of accruals
for costs related to the displacement of employees ($6.4 million) and lease
termination costs associated with the closures of duplicative PFS warehouses
($15.7 million). There were no material charges against the restructuring
reserves as of December 27, 1997. See Note 3 for additional discussion.

                                       F-9
<PAGE>   35

     The following unaudited pro forma results of operations for fiscal 1997 and
1996 assume the acquisition of PFS and related transactions occurred at the
beginning of each period presented (in thousands):

<TABLE>
<CAPTION>
                                                 1997          1996
                                              ----------    ----------
<S>                                           <C>           <C>
Net sales...................................  $5,006,926    $4,875,479
Loss before extraordinary items.............     (76,181)      (69,378)
Net loss....................................     (92,115)      (85,313)
</TABLE>

     This pro forma information does not purport to be indicative of the results
that actually would have been obtained if the combined operations had been
conducted during the periods presented and is not intended to be a projection of
future results.

     On October 29, 1997, the Company acquired the stock of a food distribution
business in Mexico for approximately $8 million in cash. The business
distributes food products and supplies to franchised and company-owned
restaurants, primarily in Mexico, in Tricon's Pizza Hut and KFC systems. The
acquisition has been accounted for under the purchase method. The operating
results of the business are not material to the consolidated results of the
Company.

     On January 25, 1996, the Company acquired the common and preferred stock of
AmeriServ Food Company (AmeriServ), a foodservice distributor specializing in
distribution of food products and supplies to chain restaurants. AmeriServ
reported net sales of $939.1 million for its fiscal year ended December 30,
1995. The total cash outlay for the acquisition, including all direct costs, was
$92.9 million. Of this amount, $44 million related to the retirement of all of
AmeriServ's existing bank debt and accrued interest, which occurred concurrently
with the closing of the purchase transaction. The transaction was financed by
the Company through borrowings under a new credit agreement and issuance of $30
million of preferred stock to NEHC. NEHC issued $30 million of subordinated
notes and warrants to fund the purchase of the Company's preferred stock.

     The acquisition has been accounted for under the purchase method;
accordingly, its results are included in the consolidated financial statements
from the acquisition date. The excess of the purchase price over the net assets
acquired was $85 million and has been recorded as goodwill, which is being
amortized on a straight-line basis over 40 years.

     The following unaudited pro forma results of operations for the year ended
December 30, 1995 assume the acquisition of AmeriServ occurred at the beginning
of the fiscal year (in thousands):

<TABLE>
<CAPTION>
                                                              1995
                                                           ----------
<S>                                                        <C>
Net sales................................................  $1,224,200
Net loss.................................................      (7,134)
</TABLE>

     In connection with the acquisition of AmeriServ, NEHC and the Company each
acquired a minority interest in the Harry H. Post Company (Post), also a
foodservice distributor to chain restaurants. In November 1996, the Company sold
its interest in Post to NEHC in exchange for $2.5 million in NEHC preferred
stock. Through certain transactions in 1996 and 1997, NEHC acquired the
remaining outstanding common stock of Post. In July 1997, NEHC transferred its
investment in Post to the Company in exchange for the NEHC preferred stock. The
transactions between NEHC and the Company had no impact on the consolidated
statements of operations. Post generated net sales of $119.4 million for its
fiscal year ended December 28, 1996. The results of Post are included in the
consolidated financial statements of NEHC from the AmeriServ acquisition date.

                                      F-10
<PAGE>   36

3.  IMPAIRMENT, RESTRUCTURING AND OTHER UNUSUAL CHARGES

     Included in "Impairment, restructuring and other unusual charges" in the
accompanying consolidated statements of operations for fiscal 1997 are the
following (in millions):

<TABLE>
<S>                                                           <C>
Impairment of property, equipment and other assets..........  $12.4
Accrued restructuring expense, principally exit costs for
  future lease terminations and employee severance..........   13.4
One-time indirect costs incurred in connection with the PFS
  acquisition, principally bridge financing fees and costs
  to implement the Accounts Receivable Program (Note 7).....   13.6
Costs incurred in integrating acquisitions, and other
  unusual items.............................................   13.0
                                                              -----
                                                              $52.4
                                                              =====
</TABLE>

     The noncash impairment charge and the accrued restructuring expense reflect
actions to be taken with respect to the Company's existing facilities as a
result of the PFS acquisition. During the third quarter of 1997, management
performed an extensive review of the existing and recently acquired PFS
operations with the objective of developing a business plan for the
restructuring and consolidation of the organizations. The business plan, which
was approved by the Company's Board of Directors late in the third quarter,
identified a number of actions designed to improve the efficiency and
effectiveness of the combined entity's warehouse and transportation network and
operations support infrastructure.

     These actions, which are expected to be completed by mid-1999, include
construction of new strategically located warehouse facilities, closures of
certain existing warehouse facilities and expansions of others, dispositions of
property and equipment, conversion of computer systems, reductions in workforce
and relocation of the Company's headquarters from Brookfield, Wisconsin to
Dallas, Texas.

     There were no material charges against the restructuring accrual as of
December 27, 1997.

     The costs incurred in fiscal 1997 in integrating the AmeriServ and PFS
acquisitions included start-up costs of new warehouse facilities and employee
relocation and other expenses to realign the operations support infrastructure.

4.  PROPERTY AND EQUIPMENT

     Property and equipment consist of the following (in thousands):

<TABLE>
<CAPTION>
                                                     DECEMBER 27,    DECEMBER 28,
                                                         1997            1996
                                                     ------------    ------------
<S>                                                  <C>             <C>
Land.............................................      $  3,833        $ 1,479
Buildings and improvements.......................        44,612         10,115
Delivery and automotive equipment................        86,879         17,422
Warehouse equipment..............................        11,359          4,803
Furniture, fixtures and equipment................        17,393         12,213
Construction in progress.........................         5,538          2,412
                                                       --------        -------
                                                        169,614         48,444
Less accumulated depreciation and amortization...        27,476         12,672
                                                       --------        -------
                                                       $142,138        $35,772
                                                       ========        =======
</TABLE>

                                      F-11
<PAGE>   37

5.  INTANGIBLE ASSETS

     Intangible assets consist of the following (in thousands):

<TABLE>
<CAPTION>
                                                             DECEMBER 27,    DECEMBER 28,
                                                                 1997            1996
                                                             ------------    ------------
<S>                                                          <C>             <C>
  Goodwill, less accumulated amortization of $15,849 and
     $5,341................................................    $661,570        $103,877
  Assembled workforce, customer lists, deferred financing
     costs and other intangibles, less accumulated
     amortization of $9,861 and $8,371.....................      76,300          22,335
                                                               --------        --------
                                                               $737,870        $126,212
                                                               ========        ========
</TABLE>

6.  LONG-TERM DEBT AND SUBORDINATED LOANS

     Long-term debt consists of the following (in thousands):

<TABLE>
<CAPTION>
                                                             DECEMBER 27,    DECEMBER 28,
                                                                 1997            1996
                                                             ------------    ------------
<S>                                                          <C>             <C>
  8 7/8% Senior Notes due 2006.............................    $350,000        $     --
  10 1/8% Senior Subordinated Notes due 2007...............     500,000              --
  12 3/8% Senior Discount Notes due 2007...................      58,200              --
  Revolving credit facilities under credit agreements......          --          77,374
  Term loans under Credit Agreement........................          --          45,000
  Other notes payable......................................       3,493           6,034
                                                               --------        --------
                                                                911,693         128,408
  Capital lease obligations (see Note 13)..................      37,043          11,177
                                                               --------        --------
                                                                948,736         139,585
  Less current portion (capital lease obligations only in
     1997).................................................       5,127           3,389
                                                               --------        --------
                                                               $943,609        $136,196
                                                               ========        ========
Subordinated loans.........................................    $     --        $ 24,859
                                                               ========        ========
</TABLE>

     The weighted average interest rate on the amounts outstanding under credit
agreements at December 28, 1996 was 7.99%.

     In January 1996, in connection with the AmeriServ acquisition (see Note 2),
the Company refinanced its borrowings under a new Credit Agreement. The credit
facility provided for term loans of $45 million (amended to $50 million in March
1997) and up to $85 million under a revolving credit facility (amended to $100
million in March 1997). Interest rates on these borrowings were indexed to
certain key variable rates.

     Also, in January 1996, NEHC received $30 million in exchange for $22.5
million of 12 1/2% subordinated notes due 2006 and warrants, valued at $7.5
million, to purchase shares of Class A and Class B common stock (see Note 15).
Interest on the subordinated notes was accreted, increasing the carrying value.

     In connection with the PFS acquisition, on July 11, 1997, the Company
issued $500 million principal amount of 10 1/8% Senior Subordinated Notes due
July 15, 2007 in a private placement not requiring registration under the
Securities Act of 1933, as amended, and entered into a new credit facility
providing for term loans totaling $205 million and a revolving credit facility
of up to $150 million that expires on June 30, 2003. A portion of the proceeds
was used to repay all outstanding borrowings of $133.8 million (including
accrued interest) under the previous Credit Agreement. A portion of the proceeds
was also used to repay outstanding borrowings of $12,557,000 under a revolving
line of credit agreement that Post had entered into with a financial
institution. The amount outstanding under Post's revolving credit facility was
$8,274,000 at December 28, 1996.

                                      F-12
<PAGE>   38

     In addition, on July 11, 1997, NEHC received $55 million in proceeds upon
issuance, in a private placement not requiring registration under the Securities
Act of 1933, as amended, of $100,387,000 principal amount of 12 3/8% Senior
Discount Notes due July 15, 2007. A portion of the proceeds was used to redeem
the 12 1/2% subordinated notes with a carrying value of $26.8 million and a
principal amount of $33.4 million (with accretion of interest).

     On October 15, 1997, the Company issued $350 million principal amount of
8 7/8% Senior Notes due October 15, 2006 in a private placement not requiring
registration under the Securities Act of 1933, as amended, and used a portion of
the proceeds to repay the $205 million principal amount of term loans and the
accrued interest thereon of $1.3 million.

     In connection with the early extinguishment of debt on July 11 and October
15, 1997, NEHC recorded an extraordinary loss of $15.9 million, which represents
the unamortized balance of deferred financing costs and unaccreted interest
associated with the repaid indebtedness of the Company and NEHC. Because of
NEHC's net operating loss carryforward position, the charge was recorded without
tax benefit.

     Effective December 12, 1997, the Company and NEHC completed offers to
exchange all the outstanding Senior Subordinated Notes due 2007, the Senior
Notes due 2006 and the Senior Discount Notes due 2007 with new notes with
substantially identical terms that are registered under the Securities Act of
1933, as amended.

     Interest on the Company's Senior Subordinated Notes and the Senior Notes
(collectively, the Notes) is payable semiannually. The Notes are fully,
unconditionally, jointly and severally guaranteed by the Company's operating
subsidiaries. The Notes contain covenants that limit the Company from incurring
additional indebtedness and issuing preferred stock, restrict dividend payments,
limit transactions with affiliates and certain other transactions. The Senior
Subordinated Notes are subordinated to all existing and future senior
indebtedness of the Company but rank equally in right of payment with any future
senior subordinated indebtedness of the Company.

     Under certain provisions and covenants of the Notes issued by the Company
and the Company's Credit Agreement, the Company's ability to pay dividends is
limited. Substantially all of the Company's net assets of approximately $98
million are restricted under these provisions and covenants.

     Interest on the Senior Discount Notes is accreted to the principal amount
until 2002, at which time interest is payable semiannually. The notes rank
equally to all existing and future senior indebtedness of NEHC but rank senior
to all subordinated indebtedness of NEHC. The notes are effectively subordinated
to all indebtedness of the Company.

     On March 6, 1998, NEHC issued Senior Redeemable Exchangeable Preferred
Stock that is exchangeable into 11 1/4% Subordinated Exchange Debentures due
2008. See Note 17.

     As of March 15, 1998, there have been no borrowings under the Company's
$150 million revolving credit facility; however, available borrowings are
reduced for letters of credit outstanding ($13.5 million at that date). A
commitment fee of .25% to .50% per annum is payable on the unused portion of the
revolving credit facility. The covenants contained in the revolving credit
facility restrict the payment of dividends, capital expenditures and certain
other transactions and require the Company to maintain leverage, fixed charge
and interest coverage ratios.

     In early 1996, the Company entered into interest rate swap agreements to
modify interest on a portion of the outstanding borrowings under the Credit
Agreement. Under these agreements, the Company received variable rates and paid
fixed rates. Details of these swap agreements at December 27, 1997 and December
28, 1996 are as follows:

<TABLE>
<CAPTION>
                                                        1997           1996
                                                     -----------    -----------
<S>                                                  <C>            <C>
Notional amount....................................  $60 million    $60 million
Weighted average receive rate......................     5.80%          5.63%
Weighted average pay rate..........................     5.52%          5.52%
</TABLE>

                                      F-13
<PAGE>   39

     The swap agreements were terminated in February 1998 with a net
insignificant gain.

7.  ACCOUNTS RECEIVABLE PROGRAM

     In July 1997, the Company entered into a five-year Accounts Receivable
Program (the Program)to provide additional financing capacity. Under the
Program, the Company established a consolidated wholly owned subsidiary,
AmeriServe Funding Corporation (Funding), which is a special purpose
bankruptcy-remote entity that acquires, on a daily basis, substantially all of
the trade receivables generated by the Company and its subsidiaries. The
purchases by Funding are financed through the sale of the receivables to
AmeriServe Master Trust (the Trust) and the issuance of a series of certificates
by the Trust representing undivided interests in the assets of the Trust. As of
December 27, 1997, the Company had transferred $379.4 million of accounts
receivable to Funding in exchange for $225 million in cash, and an undivided
interest in the Trust of $154.4 million.

     In accordance with the provisions of Statement No. 125, "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,"
the transactions have been recorded as a sale of receivables to a qualified
special purpose entity. The ongoing cost associated with the Program, which
represents the return to investors in the certificates, is reported in the
accompanying consolidated statements of operations as "Loss on sale of accounts
receivable." The interest rate on the certificates at December 27, 1997 was
6.94%. The Company has accounted for its investment in Funding as a
held-to-maturity security in accordance with Statement No. 115, "Accounting for
Certain Investments in Debt and Equity Securities."

     In a transaction expected to be completed in April 1998, the current series
of certificates issued by the Trust will be restructured, resulting in
additional capital to the Company under the program of approximately $50
million.

     The accompanying consolidated balance sheets reflect an allowance for
doubtful accounts at December 27, 1997 that relates, in large part, to accounts
receivable representing the undivided interest in the Trust. The Company's
accounts receivable generally are unsecured.

8.  FAIR VALUE OF FINANCIAL INSTRUMENTS

     The carrying amounts reported in the accompanying consolidated balance
sheets for cash and cash equivalents, accounts receivable, investment in
accounts receivable trust, accounts payable and accrued liabilities approximate
fair value because of their short-term maturities. The carrying amounts reported
for long-term debt at December 28, 1996 approximate fair value because the
majority of the instruments carry variable rates of interest. The carrying
amounts and fair values of long-term debt at December 27, 1997 are as follows
(in thousands):

<TABLE>
<CAPTION>
                                                         CARRYING      FAIR
                                                          AMOUNT      VALUE
                                                         --------    --------
<S>                                                      <C>         <C>
8 7/8% Senior Notes....................................  $350,000    $350,000
10 1/8% Senior Subordinated Notes......................   500,000     515,000
12 3/8% Senior Discount Notes..........................    58,200      65,252
</TABLE>

     Related party financial instruments are recorded at cost.

9.  GUARANTOR SUBSIDIARIES

     The Company's operating subsidiaries fully, unconditionally, jointly and
severally guarantee the Senior Subordinated Notes and the Senior Notes discussed
in Note 6.

     The guarantor subsidiaries are direct or indirect wholly owned subsidiaries
of the Company. The Company and the guarantor subsidiaries conduct substantially
all of the operations of the Company and its subsidiaries on a consolidated
basis. Separate financial statements of the guarantor subsidiaries are not
separately presented because, in the opinion of management, such financial
statements are not material to investors.

                                      F-14
<PAGE>   40

     The only significant subsidiary of the Company that is not a guarantor
subsidiary is Funding, which is a wholly owned special purpose bankruptcy-remote
subsidiary. Funding has no operating revenues or expenses, and its only asset is
an undivided interest in an accounts receivable trust (the Trust -- see Note 7).
Funding's interest in the Trust is junior to the claims of the holders of
certificates issued by the Trust. Accordingly, as creditors of the Company, the
claims of the holders of the Senior Subordinated Notes and Senior Notes against
the accounts receivable held in the Trust are similarly junior to the claims of
holders of the certificates issued by the Trust.

     On the first day of fiscal 1998, two of the Company's operating
subsidiaries, AmeriServ and Post, were effectively merged with and into the
Company. Accordingly, the following summarized combined financial information
(in accordance with Rule 1-02(bb) of Regulation S-X) at December 27, 1997 and
for the year then ended is for the guarantor subsidiaries of the Company
remaining after the mergers (in thousands):

<TABLE>
<S>                                                           <C>
Current assets..............................................  $  7,901
Current liabilities.........................................     5,666
Noncurrent assets...........................................    52,085
Noncurrent liabilities......................................    13,530

Net sales...................................................  $135,640
Operating income............................................     1,288
Net income..................................................     1,027
</TABLE>

10.  INCOME TAXES

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

<TABLE>
<CAPTION>
                                                            YEAR ENDED
                                            ------------------------------------------
                                            DECEMBER 27,   DECEMBER 28,   DECEMBER 30,
                                                1997           1996           1995
                                            ------------   ------------   ------------
<S>                                         <C>            <C>            <C>
Current:
  Federal.................................     $  515         $1,100          $437
  State...................................        299            200            98
  Foreign.................................         95             --            --
                                               ------         ------          ----
                                                  909          1,300           535
Deferred (foreign in 1997)................        121             --            48
                                               ------         ------          ----
                                               $1,030         $1,300          $583
                                               ======         ======          ====
</TABLE>

     The provision for income taxes differs from the amount computed by applying
the federal statutory rate of 34% to income (loss) before income taxes and
extraordinary loss, as follows (in thousands):

<TABLE>
<CAPTION>
                                                            YEAR ENDED
                                            ------------------------------------------
                                            DECEMBER 27,   DECEMBER 28,   DECEMBER 30,
                                                1997           1996           1995
                                            ------------   ------------   ------------
<S>                                         <C>            <C>            <C>
Provision (benefit) at statutory rate.....    $(23,842)       $  (69)         $370
State income taxes, net of federal tax
  benefit.................................         197           129            66
Foreign income taxes, net of federal tax
  benefit.................................         143            --            --
Nondeductible goodwill....................         891           758           167
Increase in valuation allowance...........      23,571            --            --
Other.....................................          70           482           (20)
                                              --------        ------          ----
Provision for income taxes................    $  1,030        $1,300          $583
                                              ========        ======          ====
</TABLE>

                                      F-15
<PAGE>   41

     The components of deferred income tax assets and liabilities are as follows
(in thousands):

<TABLE>
<CAPTION>
                                                     DECEMBER 27,    DECEMBER 28,
                                                         1997            1996
                                                     ------------    ------------
<S>                                                  <C>             <C>
Deferred income tax liabilities:
  Property and equipment...........................    $     --        $    369
  Intangible assets other than nondeductible
     goodwill......................................      43,980           8,499
                                                       --------        --------
          Total deferred tax liabilities...........      43,980           8,868
Deferred income tax assets:
  Allowances and reserves..........................      14,658           3,516
  Property and equipment...........................       4,758              --
  Accrued liabilities..............................      34,793          10,521
  Federal net operating loss carryforwards.........      39,558          10,971
                                                       --------        --------
                                                         93,767          25,008
  Valuation allowance for deferred tax assets......     (49,787)        (16,140)
                                                       --------        --------
          Total deferred tax assets................      43,980           8,868
                                                       --------        --------
Net deferred tax asset.............................    $     --        $     --
                                                       ========        ========
</TABLE>

     As of December 27, 1997, and, giving effect to the merger into the Company
of Post and AmeriServ, NEHC has net operating loss carryforwards of
approximately $102 million. NEHC has not yet determined whether it incurred a
change in control on July 11, 1997 under Section 382 of the Internal Revenue
Code. Under that Section, after a change of control, the amount of such net
operating loss carryforwards that may be used annually during the permitted
carryforward period is limited.

     The net operating loss carryforwards will expire between 2006 and 2012.
Because of uncertainty as to whether any benefit will be realized from the use
of such losses and other deferred tax assets, a valuation reserve has been
provided to offset any deferred tax assets in excess of deferred tax
liabilities. As of the date of its acquisition by the Company, AmeriServ had net
operating losses and other deferred tax benefits (the Acquired Tax Attributes)
of $49 million, which were entirely offset by a valuation reserve. Goodwill will
be reduced to the extent of any tax benefit realized from the Acquired Tax
Attributes.

11.  EMPLOYEE BENEFIT PLANS

     The Company and its subsidiaries have sponsored 401(k) retirement savings
plans covering substantially all employees. The Company has matched the
contributions of participating employees in accordance with the provisions of
the plans. In August 1997, the various plans were merged into a single plan that
was enhanced as of January 1, 1998.

     Under the enhanced plan, eligible employees may contribute up to 18% of
eligible compensation, subject to limits imposed by law. The Company matches 50%
of the first 4% of compensation contributed by employees and 25% of additional
amounts contributed up to 6%. The Company will make additional contributions for
eligible employees of 0.8% to 2.0% of eligible compensation, depending on years
of service. Company contributions have certain vesting schedules, with all such
contributions vesting after 5 years of service. The Company may also elect to
make a discretionary contribution that would be allocated to employees based on
a predetermined formula.

     Company contributions expensed under the plans approximated $961,000,
$515,000 and $109,000 in fiscal 1997, 1996 and 1995, respectively.

12.  RELATED-PARTY TRANSACTIONS

     With respect to related party assets and liabilities presented in the
accompanying consolidated balance sheets, the current amounts due from/to
affiliate represent interest-bearing advances to Holberg which are

                                      F-16
<PAGE>   42

made in the normal course of business as part of the cash management strategy of
Holberg; the note receivable from Holberg bears interest at 5% and is due
January 1, 2007.

     In 1997, distribution, selling and administrative expenses include
$4,000,000 in management fees to Holberg.

     Prior to 1996, the Company participated in a self-insured casualty
(including workers' compensation and auto liability) and group health risk
program with an affiliate of Holberg, which determined the insurance expense to
be allocated to the Company. In fiscal 1995, the affiliate paid $1,128,000 of
casualty insurance and $378,000 of health insurance expenses of the Company.
These payments have been charged to operations and are reflected as contributed
capital in the accompanying consolidated financial statements. In connection
with the insurance program, the Company has deposits with an affiliate for
insurance collateral purposes of $4,835,000 and $2,480,000 at December 27, 1997
and December 28, 1996, respectively. These amounts are included in prepaid
expenses and other current assets in the accompanying consolidated balance
sheets.

     Interest income from Holberg and an affiliate of approximately $632,000,
$528,000 and $749,000 in fiscal 1997, 1996 and 1995, respectively, represents
interest on the advances and note receivable from Holberg and interest on the
insurance deposits with an affiliate, less debt guarantee fees to Holberg of
$180,000 in 1995.

     The Company leases a warehouse and office facility in Waukesha, Wisconsin
from an affiliated partnership owned by certain former shareholders of an
acquired company for approximately $810,000 per year through May 31, 2008.

13.  LEASE COMMITMENTS

     The Company has noncancelable commitments under both capital and long-term
operating leases, primarily for office and warehouse facilities and
transportation and office equipment. Many leases provide for rent escalations,
purchase and renewal options, contingent rentals based on miles driven and
payment of executory costs by the Company. Rent expense was approximately
$15,786,000, $15,384,000 and $5,709,000 (including contingent rentals) in fiscal
1997, 1996 and 1995, respectively.

     Property and equipment include the following amounts under capital leases
(in thousands):

<TABLE>
<CAPTION>
                                                     DECEMBER 27,    DECEMBER 28,
                                                         1997            1996
                                                     ------------    ------------
<S>                                                  <C>             <C>
Land...............................................    $   692         $    --
Buildings and improvements.........................      6,891              --
Delivery and automotive equipment..................     28,778           9,876
Warehouse equipment................................      2,227              --
Furniture, fixtures and equipment..................      3,312           3,487
                                                       -------         -------
                                                        41,900          13,363
Less accumulated amortization......................      6,456           1,831
                                                       -------         -------
Property and equipment under capital leases, net...    $35,444         $11,532
                                                       =======         =======
</TABLE>

                                      F-17
<PAGE>   43

     The following is a schedule of aggregate future minimum lease payments
(excluding contingent rentals) required under terms of the aforementioned leases
at December 27, 1997 (in thousands):

<TABLE>
<CAPTION>
                                                          CAPITAL    OPERATING
                   FISCAL YEAR ENDING                     LEASES      LEASES
                   ------------------                     -------    ---------
<S>                                                       <C>        <C>
1998....................................................  $ 8,935    $ 13,658
1999....................................................    8,275      13,896
2000....................................................    7,262      12,528
2001....................................................    6,452      12,302
2002....................................................    5,704      11,393
Thereafter..............................................   21,168      69,835
                                                          -------    --------
Total...................................................   57,796    $133,612
                                                                     ========
Less amount representing interest.......................   20,753
                                                          -------
Present value of net minimum lease commitments..........  $37,043
                                                          =======
</TABLE>

14.  CONCENTRATION OF CREDIT RISK

     On a pro forma basis, assuming the inclusion of PFS and Post for the full
year, Tricon accounted for approximately 40% of the Company's 1997 sales. No
other customer accounted for more than 10% of 1997 pro forma sales. Tricon is
the franchiser of, and through its subsidiaries operates restaurants within, the
Pizza Hut, Taco Bell and KFC systems. One customer, a franchiser, accounted for
approximately 11% of 1996 reported net sales.

     In connection with the PFS acquisition, the Company was assigned and
assumed a sales and distribution agreement dated May 1997 between PFS and the
Pizza Hut, Taco Bell and KFC businesses. The agreement provides that the Company
is the exclusive distributor of a substantial majority of products purchased by
the domestic Tricon-owned restaurants for a five-year period beginning July 12,
1997, subject to certain service performance standards. The agreement also
covers restaurants sold to certain franchisees within the five-year period.

     Including sales to franchiser-owned and franchised restaurants, the
Company's sales to the following restaurant concepts as an approximate
percentage of total pro forma sales were (including PFS for all of 1997 and Post
for all of 1997 and 1996):

<TABLE>
<CAPTION>
                                                              1997    1996
                                                              ----    ----
<S>                                                           <C>     <C>
Pizza Hut...................................................   28%     --
Taco Bell...................................................   28%     --
KFC.........................................................   13%      9%
Wendy's.....................................................   11%     35%
Burger King.................................................    5%     17%
</TABLE>

15.  STOCKHOLDERS' EQUITY

     At December 27, 1997, the authorized capital of NEHC consisted of 5,000,000
shares of 13 1/2% senior exchangeable preferred stock at a par value of $.01 per
share; 300 shares of 8% senior convertible, nonvoting preferred stock with a
liquidation preference of $10,000 per share and cumulative dividends at a rate
of $800 per share; 5,000,000 shares of 15% junior exchangeable preferred stock
at a par value of $.01 per share; 600 shares of junior nonconvertible preferred
stock with a liquidation preference of $25,000 per share and cumulative
dividends at a rate of $1,563 per share; 30,000 shares of Class A voting common
stock at a par value of $.01 per share; and 20,000 shares of Class B nonvoting
common stock at a par value of $.01 per share. Accumulated dividends in arrears
at December 27, 1997 are $1,875,000.

     In connection with the acquisition of PFS, NEHC received proceeds of $115
million upon issuance in July 1997 of the 13 1/2% senior exchangeable preferred
stock, the 15% junior preferred stock and warrants,

                                      F-18
<PAGE>   44

valued at $2.7 million, to purchase up to an aggregate of 2,904 shares of the
Class A common stock. The warrants expire in 2009. See Note 17 for transactions
subsequent to fiscal 1997.

     In connection with the formation of NEHC on January 25, 1996, NEHC issued
the Class A and Class B common stock and the junior preferred stock, $25,000
series. The 8% senior preferred stock was issued in November 1996 to the
minority owner of Post to increase NEHC's ownership interest in Post (see Note
2). In connection with the AmeriServ acquisition in January 1996 and the
issuance of the 12 1/2% subordinated notes (see Note 6), NEHC issued warrants,
valued at $7.5 million, to purchase up to an aggregate of 1,389 shares of Class
A common stock and 370 shares of Class B common stock. The warrants expire in
2006.

16.  CONDENSED UNCONSOLIDATED FINANCIAL STATEMENTS

     Provided below are the condensed unconsolidated financial statements of
NEHC (parent company only).

<TABLE>
<CAPTION>
                                                             DECEMBER 27,    DECEMBER 28,
                                                                 1997            1996
                                                             ------------    ------------
<S>                                                          <C>             <C>
Condensed balance sheets:
  Cash and cash equivalents................................   $     320        $     --
  Due from affiliate.......................................       5,046           4,700
  Investment in subsidiaries...............................     176,500          51,851
                                                              ---------        --------
                                                              $ 181,866        $ 56,551
                                                              =========        ========
  Accounts payable.........................................   $     188        $  3,820
  Due to affiliate.........................................          --           4,700
  Subordinated loans.......................................      58,199          24,859
  Stockholders' equity.....................................     123,479          23,172
                                                              ---------        --------
                                                              $ 181,866        $ 56,551
                                                              =========        ========
Condensed statements of income:
  Selling, general and administrative expenses.............   $     177        $     --
  Interest expense.........................................       5,821           4,194
  Extraordinary loss.......................................       6,562              --
                                                              ---------        --------
                                                              $ (12,560)       $ (4,194)
                                                              =========        ========
Condensed statements of cash flows:
Net cash used in operating activities......................   $ (11,007)       $     --
                                                              ---------        --------
Investing activities:
  Business acquired, net of cash acquired..................      (1,500)             --
  Investment in subsidiary.................................    (130,000         (30,000)
                                                              ---------        --------
Net cash used in investing activities......................    (131,500)        (30,000)
                                                              ---------        --------
Financing activities:
  Proceeds from issuance of preferred stock and warrants...     115,000              --
  Proceeds from issuance of subordinated loans and
     warrants..............................................          --          30,000
  Proceeds from issuance of long-term debt.................      55,000              --
  Repayment of debt........................................     (27,173)             --
                                                              ---------        --------
                                                                142,827          30,000
                                                              ---------        --------
Net increase in cash and cash equivalents..................         320              --
Cash and cash equivalents at beginning of year.............          --              --
                                                              ---------        --------
Cash and cash equivalents at end of year...................   $     320        $     --
                                                              =========        ========
</TABLE>

                                      F-19
<PAGE>   45

17.  SUBSEQUENT EVENTS

     On January 29, 1998, the Company entered into a definitive merger agreement
pursuant to which the Company will acquire all of the approximately 9.4 million
outstanding shares of ProSource, Inc. (ProSource) for $15.00 per share in cash.
The Company will also refinance the existing indebtedness of ProSource of
approximately $174 million. The transaction is expected to close in the second
quarter of 1998. ProSource, which reported sales of $3.9 billion for its fiscal
year ended December 27, 1997, is in the foodservice distribution business,
specializing in quick-service and casual dining chain restaurants. ProSource
services approximately 12,700 restaurants, principally in the United States, in
such chains as Burger King, Red Lobster, Olive Garden, TGI Friday's, Long John
Silver's, Chili's, Sonic, Chick-fil-A, Wendy's and TCBY.

     On March 6, 1998, NEHC received proceeds of $250 million upon issuance of
2,500,000 shares of 11 1/4% Senior Redeemable Exchangeable Preferred Stock
(Preferred Stock) due 2008, with a liquidation preference of $100 per share, in
transactions not requiring registration under the Securities Act of 1933, as
amended. Approximately $148 million of proceeds from the issuance were used to
repurchase all NEHC's outstanding 13 1/2% senior exchangeable preferred stock,
$25,000 series junior nonconvertible preferred stock and 15% junior exchangeable
preferred stock. Dividends on the Preferred Stock are payable quarterly in cash
or in additional shares of Preferred Stock, at NEHC's option. The Preferred
Stock is exchangeable into 11 1/4% Subordinated Exchange Debentures due 2008, at
NEHC's option, subject to certain conditions, on any scheduled dividend payment
date.

                                      F-20
<PAGE>   46

                          NEBCO EVANS HOLDING COMPANY

                SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                     ADDITIONS
                                   -----------------------------------------------------------------------------
                                   BALANCE AT   CHARGED TO   CHARGED TO                                  BALANCE
                                   BEGINNING    COSTS AND      OTHER      ACQUISITIONS                   AT END
                                    OF YEAR      EXPENSES     ACCOUNTS      BALANCE      DEDUCTIONS(1)   OF YEAR
                                   ----------   ----------   ----------   ------------   -------------   -------
<S>                                <C>          <C>          <C>          <C>            <C>             <C>
Year ended December 30, 1995:
  Deducted from asset accounts
  Allowance for doubtful
     accounts....................    $1,440       $  134       $   --       $    --         $  (404)     $1,170
Year ended December 28, 1996:
  Deducted from asset accounts
  Allowance for doubtful
     accounts....................     1,170        1,306           --         3,385            (525)      5,336
Year ended December 27, 1997:
  Deducted from asset accounts
  Allowance for doubtful
     accounts....................     5,336        2,019           --        10,032          (1,821)     15,566
</TABLE>

---------------
(1) Represents uncollectible accounts written off, net of recoveries.

                                      F-21
<PAGE>   47

                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                            NEBCO EVANS HOLDING COMPANY
                                                      (Registrant)

                                            By       /s/  JOHN V. HOLTEN
                                             -----------------------------------
                                                       John V. Holten
                                                Chairman and Chief Executive
                                                            Officer

Date: March 27, 1998

     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 dates indicated.

<TABLE>
<CAPTION>
                      SIGNATURE                                      TITLE                   DATE
                      ---------                                      -----                   ----
<C>                                                      <S>                            <C>

                 /s/  JOHN V. HOLTEN                     Chairman, Director and Chief   March 27, 1998
-----------------------------------------------------      Executive Officer
                   John V. Holten

                 /s/  DIANA M. MOOG                      Senior Vice President and      March 27, 1998
-----------------------------------------------------      Chief Financial Officer
                    Diana M. Moog

            /s/  STANLEY J. SZLAUDERBACH                 Controller                     March 27, 1998
-----------------------------------------------------
               Stanley J. Szlauderbach

                 /s/  JOHN R. EVANS                      Director                       March 27, 1998
-----------------------------------------------------
                    John R. Evans

              /s/  RAYMOND E. MARSHALL                   Director                       March 27, 1998
-----------------------------------------------------
                 Raymond E. Marshall

              /s/  GUNNAR E. KLINTBERG                   Director                       March 27, 1998
-----------------------------------------------------
                 Gunnar E. Klintberg

                /s/  LEIF F. ONARHEIM                    Director                       March 27, 1998
-----------------------------------------------------
                  Leif F. Onarheim

                /s/  PETER T. GRAUER                     Director                       March 27, 1998
-----------------------------------------------------
                   Peter T. Grauer

                  /s/  BENOiT JAMAR                      Director                       March 27, 1998
-----------------------------------------------------
                    Benoit Jamar

               /s/  DANIEL W. CRIPPEN                    Director                       March 27, 1998
-----------------------------------------------------
                  Daniel W. Crippen
</TABLE>
<PAGE>   48

                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                              EXHIBIT
-------                             -------
<C>       <S>
 2.2      Asset Purchase Agreement between PepsiCo, Inc. and Nebco
          Evans Holding Company (incorporated by reference to Exhibit
          2.2 to the Registrant's Registration Statement on Form S-4,
          No. 333-33223 filed August 8, 1997).
 2.3      Agreement and Plan of Merger, dated as of January 29, 1998,
          by and among AmeriServe Food Distribution, Inc., Steamboat
          Acquisition Corp. and ProSource, Inc. (incorporated by
          reference to Exhibit 2.1 to the Registrant's Current Report
          on Form 8-K, dated January 29, 1998).
 2.4      Voting Agreement, dated as of January 29, 1998, by and among
          AmeriServe Food Distribution, Inc., Steamboat Acquisition
          Corp. and Onex DHC LLC and certain of its affiliates
          (incorporated by reference to Exhibit 2.2 to the
          Registrant's Current Report on Form 8-K, dated January 29,
          1998).
 3.1      Restated Certificate of Incorporation of NEHC.*
 3.2      By-Laws of NEHC (incorporated by reference to Exhibit 3.2 to
          the Registrant's Registration Statement on Form S-4, No.
          333-33223 filed August 8, 1997).
 4.1      Indenture, dated as of July 11, 1997, by and among NEHC and
          State Street Bank and Trust Company, with respect to the new
          Senior Discount Notes (incorporated by reference to Exhibit
          4.1 to the Registrant's Registration Statement on Form S-4,
          No. 333-33223 filed August 8, 1997).
 4.2      Form of new Senior Discount Note (incorporated by reference
          to Exhibit 4.2 to the Registrant's Registration Statement on
          Form S-4, No. 333-33223 filed August 8, 1997).
10.1      Purchase Agreement, by and among NEHC and Donaldson, Lufkin
          & Jenrette Securities Corporation, dated as of February 27,
          1998.*
10.2      Registration Rights Agreement, dated as of March 6, 1998, by
          and among NEHC and Donaldson, Lufkin & Jenrette Securities
          Corporation.*
10.3      Purchase Agreement, by and among NEHC and Donaldson, Lufkin
          & Jenrette Securities Corporation, dated as of July 9, 1997
          (incorporated by reference to Exhibit 2.1 to the
          Registrant's Registration Statement on Form S-4, No.
          333-33223 filed August 8, 1997).
10.4      Registration Rights Agreement, dated as of July 11, 1997, by
          and among NEHC and Donaldson, Lufkin & Jenrette Securities
          Corporation (incorporated by reference to Exhibit 10.1 to
          the Registrant's Registration Statement on Form S-4, No.
          333-33223 filed August 8, 1997).
10.5      Second Amended and Restated Credit Agreement, dated as of
          July 11, 1997 among the Company, Bank of America National
          Trust and Savings Association, as Administrative Agent,
          Donaldson, Lufkin & Jenrette Securities Corporation, as
          Documentation Agent, Bank of America National Trust and
          Savings Association as Letter of Credit Issuing Lender, the
          Other Financial Institutions Party thereto and BancAmerica
          Securities, Inc. as Arranger (incorporated by reference to
          Exhibit 10.2 to the Registrant's Registration Statement on
          Form S-4, No. 333-33223 filed August 8, 1997).
10.6      First Amendment to Second Amended and Restated Credit
          Agreement, dated as of October 7, 1997.*
10.7      Second Amendment to Second Amended and Restated Credit
          Agreement, dated as of December 22, 1997 (incorporated by
          reference to Exhibit 10.1 to the Registrant's Current Report
          on Form 8-K, dated December 28, 1997).
10.8      Securities Purchase Agreement, dated as of July 11, 1997, by
          and among NEHC, Holberg Industries, Inc. and certain DLJ
          Merchant Banking entities listed as parties thereto
          (incorporated by reference to Exhibit 10.3 to the
          Registrant's Registration Statement on Form S-4, No.
          333-33223 filed August 8, 1997).
</TABLE>
<PAGE>   49

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                              EXHIBIT
-------                             -------
<C>       <S>
10.9      Amended and Restated Investors Agreement, dated as of July
          11, 1997 among the Registrant, certain DLJ Merchant Banking
          entities listed as parties thereto, Nebco Evans
          Distributors, Inc., Holberg Industries, Inc., Holberg
          Incorporated and Orkla ASA.*
10.10     Sales and Distribution Agreement dated as of May 6, 1997 by
          and among PFS, Pizza Hut, Inc., Taco Bell Corp., Kentucky
          Fried Chicken Corporation and Kentucky Fried Chicken of
          California, Inc. (the "Distribution Agreement")
          (incorporated by reference to Exhibit 10.4 to the
          Registrant's Registration Statement on Form S-4, No.
          333-33223 filed August 8, 1997).
10.11     Amendment, dated as of May 29, 1997, to the Distribution
          Agreement.*
21        Subsidiaries of the Registrant.*
27.1      Financial Data Schedule.*
</TABLE>

---------------
* Filed herewith.