<PAGE>
<PAGE>
________________________________________________________________________________


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                            ------------------------

                                   FORM 10-Q

(Mark One)
 
          [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                             SECURITIES EXCHANGE ACT OF 1934
 
               FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1996
 
                                       OR
 
          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                             SECURITIES EXCHANGE ACT OF 1934
 
FOR THE TRANSITION PERIOD FROM _______________________ TO ______________________
 
                        COMMISSION FILE NUMBER 33-68992
 
                            ------------------------
 
                   TLC BEATRICE INTERNATIONAL HOLDINGS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
                            ------------------------
 
<TABLE>
<S>                                        <C>
               DELAWARE                                 13-3438814
    (STATE OR OTHER JURISDICTION OF        (I.R.S. EMPLOYER IDENTIFICATION NO.)
    INCORPORATION OR ORGANIZATION)
 
9 WEST 57TH STREET, NEW YORK, NEW YORK                     10019
    (ADDRESS OF PRINCIPAL EXECUTIVE                     (ZIP CODE)
               OFFICES)
</TABLE>
 
        REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 212-756-8900
 
     Indicate  by check mark whether the registrant (1) has filed all reports to
be filed by Section 13  or 15(d) of the Securities  Exchange Act of 1934  during
the  preceding 12  months (or  for such shorter  period that  the registrant was
required to  file  such  reports), and  (2)  has  been subject  to  such  filing
requirements for the past 90 days.  Yes __X__ No _____
 
     Indicate  the number of shares outstanding  of each of the issuer's classes
of common stock, as of the latest  practicable date. As of October 29, 1996  the
registrant had 9,138,465 shares of common stock outstanding.
 
________________________________________________________________________________




<PAGE>
<PAGE>
                                     INDEX
 
<TABLE>
<CAPTION>
                                                                                                              PAGE
                                                                                                              ----
<S>                                                                                                       <C>
Part I -- Financial Information
 
Item 1. Financial Statements
 
     Consolidated Balance Sheets -- September 30, 1996 (unaudited) and December 31, 1995...................     3
 
     Consolidated Statements of Income for the nine-month periods ended September 30, 1996 and 1995
      (unaudited)..........................................................................................     4
 
     Consolidated Statements of Cash Flows for the nine-month periods ended September 30, 1996 and 1995
      (unaudited)..........................................................................................     5
 
     Notes to Consolidated Financial Statements............................................................     6
 
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations..............     8
 
Part II -- Other Information
 
Item 1. Legal Proceedings..................................................................................    14
 
Item 4. Submission of Matters to a Vote of Security Holders................................................    14
 
Item 6. Exhibits and Reports on Form 8-K...................................................................    14
 
Signatures.................................................................................................    15
</TABLE>
 
                                       2





<PAGE>
<PAGE>
                        PART I -- FINANCIAL INFORMATION
 
ITEM 1. FINANCIAL STATEMENTS
 
                   TLC BEATRICE INTERNATIONAL HOLDINGS, INC.
                          CONSOLIDATED BALANCE SHEETS
                (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
 
<TABLE>
<CAPTION>
                                                                                      SEPTEMBER 30,    DECEMBER 31,
                                                                                          1996             1995
                                                                                      -------------    ------------
                                                                                       (UNAUDITED)
<S>                                                                                   <C>              <C>
                                      ASSETS
Current assets:
     Cash and cash equivalents.....................................................     $  68,823        $120,279
     Receivables, net..............................................................       169,375         165,989
     Inventories, net..............................................................       117,572         129,848
     Other current assets..........................................................        12,936          13,356
                                                                                      -------------    ------------
          Total current assets.....................................................       368,706         429,472
Property, plant and equipment, net.................................................       257,596         237,174
Goodwill, net of accumulated amortization of $23,164 and $21,519 at September 30,
  1996 and December 31, 1995, respectively.........................................        92,870          95,887
Other noncurrent assets............................................................        47,042          53,042
                                                                                      -------------    ------------
          Total assets.............................................................     $ 766,214        $815,575
                                                                                      -------------    ------------
                                                                                      -------------    ------------
 
                       LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Short-term debt and current portion of long-term debt.........................     $  38,867        $ 64,647
     Accounts payable..............................................................       198,028         256,466
     Taxes currently payable.......................................................        18,340           8,996
     Accrued expenses..............................................................        61,589          57,080
                                                                                      -------------    ------------
          Total current liabilities................................................       316,824         387,189
Long-term debt.....................................................................       230,733         223,308
Deferred income taxes..............................................................        11,652          18,180
Minority interests.................................................................        74,475          58,065
Other noncurrent liabilities.......................................................        24,897          31,786
                                                                                      -------------    ------------
          Total liabilities........................................................       658,581         718,528
                                                                                      -------------    ------------
Commitments and contingencies......................................................       --               --
Stockholders' equity:
     Preferred stock, $.01 par value; authorized 2,500,000 shares; none
      outstanding..................................................................       --               --
     Common stock, $.01 par value; authorized 11,000,000 shares; issued 9,750,000
      shares.......................................................................            97              97
     Additional paid-in capital....................................................         9,653           9,653
     Treasury stock (611,535 shares)...............................................       (23,200)        (23,200)
     Retained earnings.............................................................       154,000         138,552
     Cumulative foreign currency translation adjustment............................       (32,917)        (28,055)
                                                                                      -------------    ------------
          Total stockholders' equity...............................................       107,633          97,047
                                                                                      -------------    ------------
          Total liabilities and stockholders' equity...............................     $ 766,214        $815,575
                                                                                      -------------    ------------
                                                                                      -------------    ------------
</TABLE>
 
                See Notes to Consolidated Financial Statements.
 
                                       3



 

<PAGE>
<PAGE>
                   TLC BEATRICE INTERNATIONAL HOLDINGS, INC.
                       CONSOLIDATED STATEMENTS OF INCOME
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)
 
<TABLE>
<CAPTION>
                                                              THREE MONTHS ENDED             NINE MONTHS ENDED
                                                                SEPTEMBER 30,                  SEPTEMBER 30,
                                                          --------------------------    ----------------------------
                                                             1996           1995            1996             1995
                                                          -----------    -----------    -----------      -----------
                                                          (UNAUDITED)    (UNAUDITED)    (UNAUDITED)      (UNAUDITED)
<S>                                                       <C>            <C>            <C>              <C>
Net sales..............................................    $ 551,019      $ 532,950     $ 1,667,145      $ 1,546,101
                                                          -----------    -----------    -----------      -----------
Operating expenses:
     Cost of sales.....................................      443,501        428,193       1,363,816        1,257,041
     Selling, general and administrative expenses......       74,546         76,019         227,488          219,339
     Amortization of intangible assets.................          723          1,043           2,167            2,700
                                                          -----------    -----------    -----------      -----------
          Total operating expenses.....................      518,770        505,255       1,593,471        1,479,080
                                                          -----------    -----------    -----------      -----------
Operating income.......................................       32,249         27,695          73,674           67,021
                                                          -----------    -----------    -----------      -----------
Other income (expense):
     Interest income...................................        2,440          1,885           6,570            6,489
     Interest expense..................................       (8,429)        (7,980)        (25,609)         (23,087)
     Other income (expense)............................          (67)         1,151             246            1,574
                                                          -----------    -----------    -----------      -----------
          Total other income (expense).................       (6,056)        (4,944)        (18,793)         (15,024)
                                                          -----------    -----------    -----------      -----------
Income from operations before income taxes and minority
  interests in earnings................................       26,193         22,751          54,881           51,997
Income taxes...........................................      (10,013)        (9,724)        (17,048)         (23,815)
Minority interests in earnings.........................       (8,574)        (4,596)        (21,380)         (12,935)
                                                          -----------    -----------    -----------      -----------
Net income.............................................    $   7,606      $   8,431     $    16,453      $    15,247
                                                          -----------    -----------    -----------      -----------
                                                          -----------    -----------    -----------      -----------
Income per common share................................         $.83           $.92           $1.80            $1.66
                                                          -----------    -----------    -----------      -----------
                                                          -----------    -----------    -----------      -----------
Weighted average number of common shares outstanding...        9,138          9,167           9,138            9,176
                                                          -----------    -----------    -----------      -----------
                                                          -----------    -----------    -----------      -----------
</TABLE>
 
                See Notes to Consolidated Financial Statements.
 
                                       4


 

<PAGE>
<PAGE>
                   TLC BEATRICE INTERNATIONAL HOLDINGS, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                                              NINE MONTHS ENDED
                                                                                                SEPTEMBER 30,
                                                                                          --------------------------
                                                                                             1996           1995
                                                                                          -----------    -----------
<S>                                                                                       <C>            <C>
                                                                                          (UNAUDITED)    (UNAUDITED)
Cash flows from operating activities:
  Net income...........................................................................    $  16,453      $  15,247
  Items not affecting cash:
     Depreciation and amortization of intangible assets................................       29,588         26,451
     Minority interests in earnings, net...............................................       20,685         10,753
     Gain on sale of assets............................................................       --             (1,574)
     Deferred income taxes and other items, net........................................       (8,010)         1,029
  Changes in working capital:
     Receivables.......................................................................      (11,492)       (35,244)
     Inventories.......................................................................        6,486          6,290
     Accounts payable and accrued expenses.............................................      (40,083)         7,775
     Taxes payable.....................................................................        9,862         (4,932)
     Other current assets..............................................................         (329)        (1,068)
                                                                                          -----------    -----------
          Net cash provided by operating activities....................................       23,160         24,727
                                                                                          -----------    -----------
  Cash flows from investing activities:
     Proceeds from divestitures........................................................       --              1,348
     Expenditures for property, plant and equipment....................................      (54,577)       (44,390)
     Proceeds from disposal of assets..................................................        1,620          2,433
     Purchases of bond investments.....................................................       --             (6,380)
     Other investments.................................................................       (2,995)        (9,103)
                                                                                          -----------    -----------
          Net cash used in investing activities........................................      (55,952)       (56,092)
                                                                                          -----------    -----------
  Cash flows from financing activities:
     Proceeds from issuance of long-term debt..........................................       25,446          7,980
     Long-term debt repayments.........................................................      (14,645)       (16,843)
     Net (repayments of) proceeds from issuance of short-term debt.....................      (25,752)        25,693
     Repurchase of common stock........................................................       (1,170)        (1,658)
     Common stock dividends............................................................       (1,005)        --
     Minority interest loans...........................................................         (866)        --
                                                                                          -----------    -----------
          Net cash (used in) provided by financing activities..........................      (17,992)        15,172
                                                                                          -----------    -----------
Foreign exchange effects on cash and cash equivalents..................................         (672)         5,487
                                                                                          -----------    -----------
Net decrease in cash and cash equivalents..............................................      (51,456)       (10,706)
Cash and cash equivalents at beginning of the period...................................      120,279         74,786
                                                                                          -----------    -----------
Cash and cash equivalents at end of the period.........................................    $  68,823      $  64,080
                                                                                          -----------    -----------
                                                                                          -----------    -----------
Supplemental disclosures of cash flow information:
Cash paid during the period for:
     Interest..........................................................................    $  19,010      $  18,528
                                                                                          -----------    -----------
                                                                                          -----------    -----------
     Income taxes......................................................................    $  13,588      $  29,066
                                                                                          -----------    -----------
                                                                                          -----------    -----------
</TABLE>
 
                See Notes to Consolidated Financial Statements.
 
                                       5





<PAGE>
<PAGE>
                   TLC BEATRICE INTERNATIONAL HOLDINGS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995 (UNAUDITED)
 
1. BUSINESS DESCRIPTION
 
     As  of September 30, 1996, TLC  Beatrice International Holdings, Inc. ('TLC
Beatrice'  and  together   with  its  subsidiaries,   the  'Company')  and   its
subsidiaries  was  comprised of  11  operating entities  and  their subsidiaries
located principally  in western  Europe. The  Company's operating  entities  are
engaged  in the wholesale and retail  distribution of food, groceries, household
products and  beverages, and  the manufacture  and marketing  of ice  cream  and
desserts,  snacks, and beverages. Sales of  these products are made to customers
principally in western Europe.
 
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
     The accompanying interim financial statements as of September 30, 1996  and
for  the nine-month  periods ended  September 30,  1996 and  1995 have  not been
audited; however, in the opinion  of management, all adjustments, which  consist
of normal recurring accruals, necessary for a fair presentation of the financial
position  and results of operations for  such interim periods, are included. The
results of operations for  an interim period are  not necessarily indicative  of
results  for  an  entire year.  The  Company's Food  Distribution  segment shows
relatively even  sales and  operating income  throughout the  year. The  Grocery
Products  segment  shows greater  seasonality, with  the  majority of  sales and
operating income earned during  the second and third  quarters of the year.  For
further  information refer  to the  consolidated financial  statements and notes
thereto included in  the Company's  annual report on  Form 10-K/A  for the  year
ended December 31, 1995.
 
     Net  income  per  common  share  is computed  by  dividing  the  net income
applicable to  common stockholders  by  the weighted  average number  of  common
shares  outstanding during  the period.  The weighted  average number  of shares
outstanding was  9,138,465  for the  three-month  and nine-month  periods  ended
September  30,  1996  and  9,166,798  and  9,176,243  for  the  three-month  and
nine-month periods ended September 30, 1995.
 
3. INVENTORIES
 
     Inventories consisted of the following components:
 
<TABLE>
<CAPTION>
                                                                            SEPTEMBER 30,    DECEMBER 31,
                                                                                1996             1995
                                                                            -------------    ------------
                                                                            (UNAUDITED)
                                                                                   (IN THOUSANDS)
<S>                                                                         <C>              <C>
Raw materials and supplies...............................................     $  11,498        $ 10,860
Work in process..........................................................            95              76
Finished goods...........................................................       106,927         120,189
                                                                            -------------    ------------
                                                                                118,520         131,125
Less inventory reserves..................................................          (948)         (1,277)
                                                                            -------------    ------------
     Total...............................................................     $ 117,572        $129,848
                                                                            -------------    ------------
                                                                            -------------    ------------
</TABLE>
 
4. ACCUMULATED DEPRECIATION
 
     At September 30, 1996  and December 31,  1995, accumulated depreciation  on
property,  plant  and  equipment  amounted  to  $188,922,000  and  $164,797,000,
respectively.
 
5. INCOME TAXES
 
     Income tax expense is comprised primarily  of foreign taxes on income.  The
effective  tax rate therefore differs from the  U.S. Federal statutory rate as a
result of differences among U.S. and foreign rates, losses of certain  companies
having  no current  tax benefits,  credits allowable  against foreign  taxes and
nondeductible expenses such as goodwill amortization.
 
6. LITIGATION
 
     On May 20, 1994, Carlton Investments ('Carlton') filed a complaint  against
TLC Beatrice and the executrices of the Lewis Estate in the Supreme Court of the
State  of  New York,  County  of New  York,  titled Carlton  Investments  v. TLC
Beatrice  International  Holdings  Inc.,  et   al.  Carlton  alleges  that   TLC
 
                                       6



 

<PAGE>
<PAGE>
                   TLC BEATRICE INTERNATIONAL HOLDINGS, INC.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
       FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995 (UNAUDITED)
 
Beatrice  breached  the  Stockholders'  Agreement  by  paying  a  $22.1  million
compensation package to Mr. Reginald F. Lewis, former Chairman of the Board  and
Chief  Executive  Officer  of  TLC  Beatrice,  and  that  Mr.  Lewis  tortiously
interfered with the  Stockholders' Agreement  by procuring that  breach for  his
personal  enrichment. The tortious interference claim was subsequently dismissed
by the court  and is now  pending appeal. TLC  Beatrice is vigorously  defending
this  action.  Carlton is  seeking $11.5  million plus  interest in  damages and
attorneys' fees and costs.
 
     On January 4,  1995, Carlton  filed a  stockholder derivative  suit in  the
Court  of Chancery of the State of Delaware, New Castle County, entitled Carlton
Investments v.  TLC Beatrice  International  Holdings, Inc.,  et al.,  C.A.  No.
13950. This suit, as amended, alleges that from 1987 to 1993, Reginald Lewis and
certain  entities and individuals  allegedly controlled by  Mr. Lewis wasted and
converted TLC Beatrice's assets and that the director defendants breached  their
fiduciary  duties by authorizing  or acquiescing in this  waste of assets. Among
other things,  the derivative  complaint, as  amended, alleges  (i) the  alleged
conversion  of more than $2.1  million of TLC Beatrice's  assets by Mr. Lewis as
living expenses, (ii)  Mr. Lewis' alleged  procurement of board  approval of  at
least  $2.5 million paid by  TLC Beatrice to reimburse  Mr. Lewis for legal fees
paid by  Mr. Lewis  to defend  himself and  certain of  the director  defendants
against litigation unrelated to TLC Beatrice, (iii) the diversion of millions of
dollars of TLC Beatrice assets at the direction of Mr. Lewis to TLC Group, L.P.,
an  entity owned and controlled by Mr. Lewis, to or for the benefit of Mr. Lewis
and entities owned or affiliated with  him without any benefit to TLC  Beatrice,
(iv)  the wrongful payment to Mr. Lewis  of a $22.1 million compensation package
weeks before his death and that his family failed to disclose to the Board  that
Mr.  Lewis was allegedly  terminally ill before the  payment of the compensation
package, and (v) the payment of extravagant compensation and severance  packages
to  certain of Mr.  Lewis' friends and family  members. The derivative complaint
also asserts that beginning in 1988, Mr. Lewis (i) caused TLC Beatrice to  lease
(and  later purchase) an extravagantly large and costly jet airplane for his and
his family's nearly exclusive use, both  business and personal, (ii) caused  TLC
Beatrice  to  subsidize the  rent for  space  that several  Lewis-owned entities
shared with  TLC  Beatrice at  prime  locations in  New  York, (iii)  failed  to
disclose to the Board that he was receiving funds from Lewis & Clarkson after he
withdrew  from the firm, (iv) failed to  disclose the retention by him of voting
rights associated with common stock issued to management and (v) used the assets
and  corporate  opportunities  of  French  subsidiaries  for  his  own  personal
purposes.  Carlton also  alleges as a  basis for  these claims that  many of the
transactions challenged were in breach of the Stockholders' Agreement. Named  as
defendants  are the executrices of Mr. Lewis' estate, several entities allegedly
controlled by the late Mr. Lewis, together  with a number of current and  former
directors  and a former officer of TLC Beatrice. TLC Beatrice and four direct or
indirect subsidiaries  are  also  named as  nominal  defendants.  Carlton  seeks
damages  for TLC Beatrice in  the amount of payments  it alleges were improperly
paid by TLC Beatrice,  an accounting and Carlton's  cost of suit and  reasonable
attorneys'  fees. TLC Beatrice  and the other defendants  have filed answers and
affirmative defenses to the derivative  complaint. Discovery is proceeding.  TLC
Beatrice  intends  to  vigorously  defend against  this  suit  and  believes the
allegations to be without merit.  TLC Beatrice's outside litigation counsel  has
advised  TLC Beatrice that at this time  the extent of TLC Beatrice's liability,
if any,  is not  determinable.  Under certain  circumstances the  Registrant  is
obligated  to  reimburse  the  directors  for their  share  of  any  judgment or
settlement.
 
     The ultimate outcome that may result from these matters may have a material
adverse effect on the Company's  consolidated financial condition or results  of
operations.  No provision for  any liability that may  result from these matters
has been made in the consolidated financial statements.
 
     TLC Beatrice and its subsidiaries are also involved in certain other  legal
actions  and  claims  arising in  the  ordinary course  of  business. Management
believes that the  outcome of  such other litigation  will not  have a  material
adverse  effect  on  the financial  position  or  results of  operations  of the
Company. See 'Part II, Item 1. Legal Proceedings.'
 
                                       7




<PAGE>
<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
 
     The  following discussion  and analysis  is qualified  by reference  to and
should  be  read  in  conjunction  with  the  Company's  Unaudited  Consolidated
Financial  Statements, including the  Notes thereto, included  elsewhere in this
Report. The Company's  net sales and  results of operations  during the  periods
presented  have not been significantly  affected by inflation. Operating results
for the nine months ended September  30, 1996 are not necessarily indicative  of
the  results that may be  expected for the year ending  December 31, 1996 or any
other period.
 
     The Company's net  sales, costs, assets  and liabilities are  for the  most
part  denominated  in local  currencies.  Therefore, results  of  operations, as
stated in local currencies, and the Company's business practices and plans  with
respect to a particular country, are not significantly affected by exchange rate
fluctuations.  However, such results  of operations as  reported in U.S. dollars
may be  significantly  affected  by  fluctuations in  the  value  of  the  local
currencies  in  which the  Company transacts  business in  relation to  the U.S.
dollar. Results of operations of the Company's subsidiaries are translated  into
U.S.  dollars  on the  basis of  average exchange  rates throughout  the period.
Assets and liabilities are translated into U.S. dollars on the basis of rates of
exchange  as  of  the  balance  sheet  dates.  Notwithstanding  the  fact   that
substantially  all  of  the  Company's  cash  flow  is  denominated  in  foreign
currencies, such  currencies have  in  the past  generally fluctuated  within  a
relatively  well-defined range in relation to  the U.S. dollar. Accordingly, the
Company has  in the  past and  will  continue to  closely monitor  its  currency
exposure.
 
     Operations  of the Company's Food  Distribution segment are concentrated in
France, and net  sales, costs, assets  and liabilities of  these operations  are
therefore  denominated almost  exclusively in  French francs.  Operations of the
Company's Grocery Products  segment, however,  are located  in several  European
countries, including Spain, Ireland, Belgium, the Netherlands and France. Unless
otherwise  indicated, all  percentage changes  in segment  operating results set
forth below have been calculated based on local currency amounts.
 
     During  the  year  ended   December  31,  1995   the  Company  sold   three
subsidiaries:  Artigel  GmbH  &  Co.  Kg  ('Artigel'),  a  70%  owned  ice cream
manufacturer in Germany, and two wholly-owned ice cream distributors, Artic S.A.
('Artic') in  Belgium and  Artic  France S.A.R.L.  ('Artic France')  in  France.
Artigel, Artic and Artic France had combined net sales in 1995 of $66.3 million.
Artigel, Artic and Artic France are sometimes referred to collectively herein as
the 'Northern Ice Cream Subsidiaries.'
 
RESULTS OF OPERATIONS
 
     The following table provides information concerning the Company's net sales
and  operating income, by segment, for the  nine months ended September 30, 1996
and 1995. The approximate percentage changes  in net sales and operating  income
attributable  to operations on a local currency basis and to changes in exchange
rates for such periods are shown in the table on page 10 below.
 
<TABLE>
<CAPTION>
                                                                                            NINE MONTHS ENDED
                                                                                              SEPTEMBER 30,
                                                                                         ------------------------
                                                                                            1996          1995
                                                                                         ----------    ----------
                                                                                          (DOLLARS IN THOUSANDS)
<S>                                                                                      <C>           <C>
Net Sales:
     Food Distribution................................................................   $1,370,460    $1,180,937
     Grocery Products.................................................................      296,685       365,164
                                                                                         ----------    ----------
          Total Net Sales.............................................................   $1,667,145    $1,546,101
                                                                                         ----------    ----------
                                                                                         ----------    ----------
Operating Income:
     Food Distribution................................................................   $   45,584    $   36,620
     Grocery Products.................................................................       40,418        40,738
                                                                                         ----------    ----------
     Segment Operating Income.........................................................       86,002        77,358
     Corporate Expenses...............................................................      (10,161)       (7,637)
     Amortization of Intangibles......................................................       (2,167)       (2,700)
                                                                                         ----------    ----------
          Total Operating Income......................................................   $   73,674    $   67,021
                                                                                         ----------    ----------
                                                                                         ----------    ----------
</TABLE>
 
                                       8
 

<PAGE>
<PAGE>


NINE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED WITH NINE MONTHS ENDED
SEPTEMBER 30, 1995
 
     Net sales were approximately $1.7  billion for the nine-month period  ended
September  30, 1996, an increase  of 8% compared to  the corresponding period in
1995, or a 10% increase  on a local currency basis.  Excluding the net sales  of
the  Northern Ice Cream  Subsidiaries for the  nine-month period ended September
30, 1995, net sales would have increased 12%, or 14% on a local currency  basis,
in the first nine months of 1996 versus the same period in 1995.
 
     The Food Distribution segment had net sales for the nine-month period ended
September  30, 1996 of $1.4 billion, an increase  of 16%, or a 18% increase on a
local currency basis, over the comparable period in 1995. Wholesale sales to the
Franprix network  declined by  6% primarily  reflecting lower  volume due  to  a
reduction  in the number of franchisees in the network from 423 at September 30,
1995 to 413  at September  30, 1996.  Also affecting  wholesale sales  was a  2%
decline in sales to comparative Franprix stores in the first nine months of 1996
versus  the first nine  months of 1995.  Net sales relating  to the Leader Price
network increased by 48% in the first nine months of 1996 versus the first  nine
months  of 1995, reflecting the  additional volume created by  the opening of 37
stores between September 30, 1995 and September 30, 1996.
 
     The Grocery Products segment had net sales in the first nine months of 1996
of $297 million, a decrease of 19%, or  17% on a local currency basis, over  the
comparable  period in 1995.  Excluding the net  sales of the  Northern Ice Cream
Subsidiaries for the nine-month period ended September 30, 1995, net sales would
have decreased 2% or remained flat on a local currency basis, in the first  nine
months  of 1996 versus the  first nine months of  1995. Increased sales in snack
foods and ice cream operations was offset by lower sales in beverage operations.
Snack operation sales increased 7% due to the introduction of price increases in
the second  quarter  of  1995.  The  Company's  Spanish  ice  cream  operations,
consisting  of Interglas S.A. ('Interglas') and  Helados La Menorquina S.A. ('La
Menorquina'), also experienced  sales growth in  the first nine  months of  1996
versus the comparable period in 1995. Net sales of Interglas increased by 1% due
to  increased yogurt sales and price increases  in ice cream products. Net sales
of La  Menorquina increased  by  5% primarily  due  to increased  export  sales.
Beverage  operation  sales  declined  7% primarily  due  to  unfavorable weather
conditions during high selling months,  overcapacity in the German market  which
has  resulted in heavy price competition and lower contract filling requirements
by major customers.
 
     Total combined segment operating income (operating income before  corporate
expenses  and  amortization  of  intangibles) for  the  nine-month  period ended
September 30, 1996 increased by 11%, or 13% on a local currency basis, over  the
comparable  period in the prior year.  Excluding the segment operating income of
the Northern Ice Cream  Subsidiaries in the first  nine months of 1995,  segment
operating  income would have increased by 9%,  or 11% on a local currency basis,
in the first nine months of 1996 versus the comparable period in 1995.
 
     Operating income of the Food Distribution segment increased by 25%, or  27%
on  a local  currency basis, in  the first nine  months of 1996  compared to the
first nine months of  1995. The 94% increase  in Leader Price operating  income,
primarily  reflecting the increase in the number of Leader Price stores from 198
in September  1995  to 235  in  September  1996 and  improved  profitability  of
previously  opened stores, was  partially offset by a  33% decline in Franprix's
operating income for the first nine months of 1996 versus the first nine  months
of  1995. The shortfall in Franprix's operating  income was due on the wholesale
level to  a decline  in  sales of  6%, lower  gross  margins due  to  continuing
competitive pricing pressures in the Paris food distribution business and to the
reduction of suppliers offering cash discounts for early payment of invoices. On
the  retail level, the drop in operating  income was due to expenses relating to
the adoption  of a  new Franprix  logo,  operating losses  from a  newly  opened
Franprix  store  and  one-time  expenses  associated  with  the  closing  of  an
underperforming store owned by the Company.
 
     Operating income  of  the  Grocery  Products segment  decreased  by  1%  or
increased 1% on a local currency basis in the first nine months of 1996 compared
to  the comparable period in 1995. Excluding the Northern Ice Cream Subsidiaries
from 1995 results, operating  income would have  declined 5%, or  3% on a  local
currency  basis, for the first nine months  of 1996 versus the comparable period
in 1995.  Improved performance  at  Tayto Ltd.  ('Tayto')  was offset  by  lower
operating  income  at  La  Menorquina,  Interglas  and  the  Company's  beverage
operations. Tayto, a manufacturer of potato chips
 
                                       9
 


<PAGE>
<PAGE>


and snacks in Ireland, recorded  a 4% increase in operating  income due to a  7%
increase in net sales slightly offset by higher production costs associated with
Tayto  changing to more expensive foil packaging. La Menorquina experienced a 2%
decline in operating income due to  lower sales of high margin impulse  products
and  bad  debt expenses  relating  to the  bankruptcy  of one  client. Interglas
reported a 2% decline  in operating income  versus the prior  year due to  lower
gross  margins resulting from  higher discounts given  to supermarkets and lower
sales of dessert products. Beverage operations posted a 15% decline in operating
income primarily from a drop in  earnings at Frisdranken Industrie Winters  B.V.
('Winters'),  the  Company's producer  of soft  drinks  in the  Netherlands. The
decline in operating income at  Winters was attributed to  a 11% drop in  sales,
lower  gross margins due to competitive  pressure in Germany, unfavorable summer
weather conditions and higher production costs associated with the transition to
a new type of can.
 
     The following table details the approximate percentage changes in net sales
and operating income attributable to operations on a local currency basis and to
changes in exchange rates for the nine-month period ended September 30, 1996  as
compared to the nine-month period ended September 30, 1995.
 
<TABLE>
<CAPTION>
                                                            NET SALES                        OPERATING INCOME
                                                ---------------------------------    ---------------------------------
                                                    PERCENT CHANGE                       PERCENT CHANGE
                                                   ATTRIBUTABLE TO                      ATTRIBUTABLE TO
                                                ----------------------     TOTAL     ----------------------     TOTAL
                                                              EXCHANGE    PERCENT                  EXCHANGE    PERCENT
                                                OPERATIONS     RATES      CHANGES    OPERATIONS     RATES      CHANGES
                                                ----------    --------    -------    ----------    --------    -------
<S>                                             <C>           <C>         <C>        <C>           <C>         <C>
Segment
     Food distribution.......................        18%         (2)%        16%         27%          (2)%        25%
     Grocery products........................       (17)         (2)        (19)          1           (2)         (1)
     Grocery products, excluding Northern Ice
       Cream Subsidiaries....................        --          (2)         (2)         (3)          (2)         (5)
          Total..............................        10          (2)          8          13           (2)         11
          Total, excluding Northern Ice Cream
            Subsidiaries.....................        14          (2)         12          11           (2)          9
</TABLE>
 
     Net  income for  the first nine  months of 1996  increased by approximately
$1.2 million  to $16.5  million, compared  to $15.3  million in  the first  nine
months  of 1995. The  increase was primarily  due to higher  operating income of
$6.7 million and  lower tax expense  of $6.8 million  offset by higher  interest
expense  of $2.5 million, lower other income of $1.3 million and higher reported
minority interest in earnings of $8.5 million. The reduction in tax expense  was
attributable  to  the  recognition  of  a  deferred  tax  asset,  previously not
recognized under Statement of Financial  Accounting Standards ('SFAS') No.  109,
'Accounting  for Income  Taxes', on the  startup losses of  the Company's Leader
Price operations, the reduction of the statutory tax rate in the Canary  Islands
and  the favorable  settlement of  a tax audit  at the  Company's French holding
company. These  reductions were  partially offset  by an  increase in  U.S.  tax
losses under which no tax benefit is recognized under SFAS No. 109. The increase
in  interest expense  was primarily due  to higher interest  rates and increased
indebtedness of the  Company at September  30, 1996 versus  September 30,  1995.
Total  indebtedness,  short-term debt,  current  portion of  long-term  debt and
long-term debt, was $269.6 million at  September 30, 1996 versus $254.8  million
at September 30, 1995.
 
LIQUIDITY AND CAPITAL RESOURCES
 
     The  Company  incurred  significant  indebtedness  in  connection  with the
acquisition of the international operations  of the Beatrice Companies, Inc.  in
1987  (the  'Acquisition'). All  of  the Company's  original Acquisition-related
indebtedness has been  repaid. Management  believes that  the Company's  current
level  of indebtedness, amounting  to approximately $269.6  million at September
30, 1996, of which  $230.7 million represents long-term  debt and $38.9  million
represents  short-term debt and current portion  of long-term debt, is such that
no significant restrictions on future earnings  or liquidity exist and that  the
Company's existing level of indebtedness will not have any adverse impact on its
operating  flexibility. The Company, however, continues  to monitor its level of
indebtedness.
 
     Working  capital  financing  is  generally  available  to  each   operating
subsidiary  of  the Company  through short-term  lines  of credit  and overdraft
facilities from local banks. At September 30, 1996, TLC
 
                                       10
 


<PAGE>
<PAGE>


Beatrice's subsidiaries  had lines  of credit  denominated in  local  currencies
totalling  $175  million, of  which $152  million  remained unused.  The Company
believes that cash flow  from operations combined  with local credit  facilities
are  sufficient,  in  the aggregate,  to  meet anticipated  working  capital and
capital  spending  requirements,   as  well  as   the  Company's  debt   service
requirements for the foreseeable future, including interest payments.
 
     At  September 30, 1996,  the Company had working  capital of $51.9 million,
compared to working capital of $42.3 million at December 31, 1995.
 
     On October  2, 1995,  TLC Beatrice  sold $175  million aggregate  principal
amount of 11.5% Senior Secured Notes due October 1, 2005 (the 'Notes'). Interest
on  the Notes is payable on April 1 and October 1 of each year, commencing April
1, 1996. The Notes rank pari passu  in right of payment with all  unsubordinated
borrowings  of TLC Beatrice and are secured  by a security interest in a portion
of the  capital stock  of certain  of TLC  Beatrice's subsidiaries  and  certain
intercompany indebtedness. The Indenture relating to the Notes (the 'Indenture')
permits  TLC  Beatrice's  subsidiaries to  incur  additional  indebtedness under
certain circumstances,  including  up  to  $25  million  for  general  corporate
purposes  under a Facility Agreement  (the 'Credit Agreement'), described below,
among  Banque  Paribas,   Smurfit  Paribas   Bank  Limited   and  TLC   Beatrice
International (Irish) Holdings Limited ('Irish Holdings') which is guaranteed by
TLC Beatrice.
 
     The  Notes are redeemable,  at the option  of TLC Beatrice,  in whole or in
part, at any  time on or  after October 1,  2000, at the  redemption prices  set
forth  in  the  Indenture  plus  accrued interest  to  the  redemption  date. In
addition, upon one or more Public Equity Offerings (as defined in the Indenture)
consummated prior to October 1, 1998, TLC  Beatrice may at its option redeem  up
to  $52.5 million aggregate principal amount  of Notes from the proceeds thereof
at 110% of the  principal amount thereof  plus accrued interest  to the date  of
redemption.
 
     TLC  Beatrice is required  to offer to repurchase  all outstanding Notes at
101% of principal amount plus accrued interest promptly after the occurrence  of
a  Change of Control (as defined in the Indenture) with respect to TLC Beatrice.
A Change of  Control will  generally be  deemed to  occur if  (i) the  Permitted
Holders  (as defined in  the Indenture) shall beneficially  own in the aggregate
less than 20% of the aggregate voting  power of all classes of Voting Stock  (as
defined  in the Indenture) of TLC Beatrice;  or (ii) any person or entity (other
than a Permitted  Holder) shall  beneficially own either  more than  50% of  the
aggregate  voting power of all classes of Voting Stock of TLC Beatrice or shares
of Voting Stock of TLC Beatrice representing aggregate voting power greater than
that represented by the aggregate shares of Voting Stock then beneficially owned
by the Permitted  Holders; or  (iii) any  such person  or entity  shall elect  a
majority  of the Board of  Directors of TLC Beatrice.  There can be no assurance
that TLC Beatrice will have sufficient funds to repay the Notes should a  Change
of Control occur.
 
     The  Indenture restricts, among  other things, the  ability of TLC Beatrice
and  its  Restricted  Subsidiaries  (as  defined  in  the  Indenture)  to  incur
indebtedness,  incur  liens, enter  into sale  and leaseback  transactions, make
restricted payments, enter  into asset dispositions  and engage in  transactions
with  affiliates. The Indenture also limits the  ability of TLC Beatrice and its
Restricted Subsidiaries to enter  into agreements that  restrict the payment  of
dividends  and other  payments by any  Restricted Subsidiary to  the Company. In
addition, the  Indenture restricts  the  ability of  TLC  Beatrice to  merge  or
consolidate  with or transfer all or substantially  all of its assets to another
entity.
 
     Proceeds from the  issuance of  the Notes  were used  to repay:  (i) a  485
million  French franc  (approximately $98.6  million at  the September  30, 1995
foreign exchange rate)  term loan (the  'Term Loan') due  September 2001 of  TLC
Beatrice  International Holdings France S.A. ('TLC France'), bearing interest at
the Paris  Interbank Offering  Rate ('PIBOR')  plus 1.75%;  (ii) a  100  million
French  franc (approximately  $20.3 million  at the  September 30,  1995 foreign
exchange rate) subordinated term loan  (the 'Subordinated Loan') due March  2002
of  TLC France,  bearing interest at  PIBOR plus  3.5%, and a  redemption fee of
approximately $2 million which  was due when the  Subordinated Loan was  repaid;
(iii)  46 million French francs (approximately $9.3 million at the September 30,
1995 foreign exchange rate)  and $16.3 million outstanding  under a 137  million
French  franc revolving  loan of  Irish Holdings  due October  31, 1995, bearing
interest at LIBOR plus 1.30% and (iv) $15 million outstanding under a term  loan
due  January 1996  of TLC  Beatrice, bearing interest  at 7.69%,  which loan was
guaranteed by certain subsidiaries of TLC Beatrice. The remaining proceeds  were
used for general
 
                                       11
 

<PAGE>
<PAGE>


corporate  purposes. The Company recorded charges of $4.6 million in the quarter
ended December 31, 1995 relating to  the repayment of these facilities which  is
reflected as an extraordinary item.
 
     On  October  6,  1995, Irish  Holdings  entered into  the  Credit Agreement
pursuant to which Irish Holdings can initially borrow up to the lower of (a)  16
million  Irish Punts (approximately $25.9 million at the then-prevailing foreign
exchange rate) and (b) an amount  calculated as follows: 28 million Irish  Punts
plus  any share capital contributed in  cash to Tayto, Irish Holdings' principal
operating subsidiary,  less the  cumulative amount  of cash  dividends paid  and
management  fees and intercompany loans made by Tayto to Irish Holdings from the
date of  the Credit  Agreement. The  amount available  for borrowing  under  the
Credit  Agreement is reduced to (i) 9.6 million Irish Punts (approximately $15.4
million at the December  31, 1995 foreign exchange  rate) from February 1,  1999
through  January 31, 2000  and (ii) 3.2 million  Irish Punts (approximately $5.1
million at the December  31, 1995 foreign exchange  rate) from February 1,  2000
through  January 31, 2001, at which time all amounts outstanding must be repaid.
Interest on borrowings  in Irish  Punts is  payable at  the rate  of the  Dublin
Interbank Offering Rate ('DIBOR') plus 1.65%. The Credit Agreement also provides
for  an alternative currency option pursuant  to which Irish Holdings can borrow
in certain other currencies at an interest  rate equal to LIBOR plus 1.65%.  The
Credit  Agreement contains restrictions on  certain activities of Irish Holdings
and Tayto,  including, among  other things,  the incurrence  of indebtedness  or
encumbrances,  entering into  agreements other  than in  the ordinary  course of
business, the making of certain capital expenditures and the acquisition or sale
of assets outside the ordinary course  of business. In addition, Irish  Holdings
and  Tayto  are  required  to  maintain  certain  financial  ratios.  The Credit
Agreement is guaranteed by TLC  Beatrice and secured by  a pledge of the  common
stock  of Tayto owned by  Irish Holdings. As of  September 30, 1996, nothing was
borrowed under the Credit Agreement.
 
     In the nine  months ended September  30, 1996, cash  provided by  operating
activities was $23.2 million.
 
     In  the  nine  months ended  September  30,  1996, cash  used  in financing
activities was $18.0 million,  primarily reflecting approximately $25.8  million
in  repayments of short-term debt  offset by $10.8 million  in net proceeds from
the issuance of long-term debt.
 
     In the  nine  months ended  September  30,  1996, cash  used  in  investing
activities  was $56.0  million, primarily  reflecting capital  expenditures. The
Company estimates its 1996  net capital expenditures  will be approximately  $61
million,  primarily related to (i) the  construction of a beverage manufacturing
facility in France, (ii) the construction of a warehouse in Ireland in order  to
consolidate  Tayto's  warehouse operations  and  (iii) anticipated  Leader Price
store openings. During the  first quarter of 1996,  new French regulations  were
enacted  which place certain restrictions on the opening of new food stores over
3,000 square feet  in size. The  Company can give  no assurances as  to how  the
regulations  will be enforced. However, future store openings could be adversely
affected by the new regulations.
 
     The Company, including in certain circumstances TLC Beatrice, is a party to
separate stockholder  agreements with  minority stockholders.  Certain of  these
minority  stockholders have the option to  require the Company to purchase their
interests in certain of the  Company's subsidiaries in whole  or in part at  any
time,  and certain of these minority stockholders have the option to require the
Company to purchase their interests in certain of the Company's subsidiaries  in
whole  or  in  part on  or  after January  1,  1997  or upon  cessation  of such
stockholder's employment with the Company for any reason. Solely for purposes of
illustration, if all of such options  were exercised in full, using the  formula
that  would be in  effect on January  1, 1997, the  Company's aggregate purchase
obligation in respect of the interests  in such subsidiaries is estimated to  be
approximately  $35 million as of December 31,  1995. Such amount would be likely
to increase  or decrease  depending on  when such  options were  exercised.  The
Company  believes  cash  flows  from  operations  together  with  its  potential
borrowing capacity will be sufficient to  meet any purchase obligation that  may
result  if  any or  all of  such  minority stockholders  require the  Company to
purchase their  interests  in  such subsidiaries.  In  addition,  certain  other
minority  stockholders have the right to require the Company to repurchase their
shares in Distribution Leader Price and Retail Leader Price, and the Company has
the right to acquire such shares, on or after July 1, 1997. If the put option is
exercised after  July 1,  1997, as  long as  the Notes  remain outstanding,  the
purchase  price for such shares is payable 25% on the closing of the purchase of
such shares, 45% on the first anniversary of such closing and 30% on the  second
anniversary of such closing, together with
 
                                       12
 

<PAGE>
<PAGE>


interest  thereon at PIBOR. After repayment of the Notes, the purchase price for
such shares is payable 50% on the closing of the purchase of such shares and 50%
on the first anniversary of such closing, without interest. Solely for  purposes
of  illustration, if  such other  minority stockholders  were to  have exercised
their options  to require  the Company  to  purchase all  their shares  in  such
subsidiaries  on December 31, 1995, using the formula that would be in effect on
July 1,  1997,  the  total  purchase  price for  such  shares  would  have  been
approximately  $91 million.  Distribution Leader  Price and  Retail Leader Price
have shown substantial  earnings growth  during the  past three  years. If  such
companies'  earnings were to continue to increase  prior to the exercise of such
option, as to which no assurance can be given, the purchase price would increase
materially. Due to the manner in which such purchase price would be  calculated,
the Company is not currently able to quantify what the purchase obligation would
be.  However,  the  Company  believes that  such  purchase  obligation  would be
material.
 
     If any or all of such minority stockholders require the Company to purchase
their interest in certain subsidiaries of the Company pursuant to the put rights
described above, the Company believes cash flows from operations, together  with
the  Company's  potential  financing sources,  will  be sufficient  to  meet any
purchase obligation that may result.
 
     As a consequence  of the  termination of certain  long-standing income  tax
incentives  in the Canary Islands as of December 31, 1991, transition rules were
promulgated by the Spanish and Canary Island provincial governments. To preserve
the tax advantages granted  under these prior  incentives, the transition  rules
required  investments by TLC Beatrice's Canary Islands subsidiary, Interglas, in
certain  approved  Canary  Islands'  investments.  The  unfulfilled   investment
requirement aggregated approximately $10.7 million at December 31, 1995 and must
be  made in  1996. A variety  of investments are  eligible, including productive
machinery and equipment and/or local  government interest-bearing bonds. To  the
extent  the investment requirement is met  by investment in productive machinery
and equipment, Interglas is not entitled to claim the 25% investment tax  credit
normally allowable on such machinery or equipment. To the extent the requirement
is satisfied by an investment in local government bonds, they must be held for a
minimum  of five years. For 1995, Interglas satisfied its investment requirement
under the transition rules of approximately $10.4 million entirely from internal
cash flow. If the Company cannot meet its investment requirements, then it would
be required to pay taxes in an amount equal to 35% of its outstanding investment
obligation. The Company has provided for deferred income taxes of  approximately
$3.7  million  on its  outstanding  investment obligation  under  the transition
rules.
 
     In addition, the Canary Islands instituted new tax incentives beginning  in
1994.  Interglas has taken advantage of these incentives and is required to make
qualifying investments of $17.8 million by 1997 and an additional $17.5  million
by   1998.  The  Company  has  provided  for  deferred  income  taxes  on  these
requirements equal to the 35% tax rate on $35.3 million, or approximately  $12.4
million,  in  the  event  that  the  required  investment  obligations  are  not
fulfilled. The Company can  give no assurances that  changes in existing  Canary
Islands  tax rules and requirements  will not occur or  that the Company will be
able  to  make  qualifying  investments  in  the  future.  By  reason  of  these
uncertainties,  the  Company  has  recorded  the  potential  full  deferred  tax
liability. If  the  Company  can  fulfill  these  investment  requirements,  the
deferred  tax  liability  may  be reversed  depending  upon  relevant  facts and
circumstances existing at the time.
 
     TLC Beatrice is a defendant in lawsuits with Carlton Investments  alleging,
among  other things, a breach of the Stockholders' Agreement, waste of corporate
assets and  breaches of  fiduciary duties.  TLC Beatrice  intends to  vigorously
defend against these actions and believes these allegations to be without merit.
TLC  Beatrice's outside litigation counsel has advised TLC Beatrice that at this
time the extent of  TLC Beatrice's liability, if  any, is not determinable.  The
ultimate  outcome that may result from these  matters may have a material effect
on TLC Beatrice's consolidated financial condition and/or results of operations.
See Note 6 of Notes to  Consolidated Financial Statements included herein  under
Part I.
 
                                       13
 

<PAGE>
<PAGE>


                          PART II -- OTHER INFORMATION
 
ITEM 1. LEGAL PROCEEDINGS
 
     As  previously reported in the Company's Form  10-K and Form 10-K/A for the
year ended  December 31,  1995, the  Company  is a  defendant in  certain  legal
proceedings in Delaware and New York, brought by Carlton Investments. See Item 3
to  the Company's Annual Report on Form 10-K and Form 10-K/A for its fiscal year
ended December 31,  1995 and  Note 6  to the  Consolidated Financial  Statements
included herein under Part I.
 
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
     (a)  The annual meeting of the stockholders of the Company was held on July
26, 1996.
 
     (b) The name of each member of the Board of Directors elected at the annual
meeting of stockholders are set forth below.
 
     (c) At the annual  meeting of stockholders, the  stockholders voted (i)  on
the election of Directors to hold office until the next annual meeting and until
the  election  and qualification  of their  respective  successors, (ii)  on the
ratification of Deloitte & Touche LLP as the Company's independent auditors  for
the  year ending December  31, 1996 and  (iii) on the  approval of the Company's
Long Term Incentive Stock Option Plan ('Stock Option Plan'). Of those present at
the meeting, either by proxy or in  person, votes were cast for the election  of
the Directors as follows:
 
<TABLE>
<CAPTION>
                     NAME OF DIRECTOR                         NUMBER OF VOTES CAST FOR ELECTION
-----------------------------------------------------------   ---------------------------------
 
<S>                                                           <C>
Clifford L. Alexander, Jr. ................................               4,685,670
Lee A. Archer, Jr. ........................................               4,685,670
Dort A. Cameron III........................................               6,704,561
Robert C. deJongh..........................................               4,685,670
Anthony S. Fugett..........................................               4,685,670
Reynaldo P. Glover.........................................               4,685,670
Loida N. Lewis.............................................               6,704,561
Leslie N. Lewis............................................               4,685,670
James E. Obi...............................................               4,685,670
Ricardo J. Olivarez........................................               4,685,670
Samuel P. Peabody..........................................               4,685,670
William H. Webster.........................................               4,685,670
</TABLE>
 
     With  respect to the ratification of Deloitte & Touche LLP and the approval
of the Stock  Option Plan, 6,704,561  votes were cast  for the ratification  and
approval,   respectively.  No  votes  were  cast  against  nor  were  there  any
abstentions.
 
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
 
     a. Exhibits
 
    27. Financial Data Schedule.
 
     b. Reports on Form 8-K
 
        No reports  on  Form  8-K  were filed  during  the  three  months  ended
        September 30, 1996.
 
                                       14



<PAGE>
<PAGE>
                                   SIGNATURES
 
     Pursuant  to the requirements  of the Securities Exchange  Act of 1934, the
registrant has  duly caused  this  report to  be signed  on  its behalf  by  the
undersigned thereunto duly authorized.
 
                                          TLC BEATRICE INTERNATIONAL
                                            HOLDINGS, INC.
 
Date: October 29, 1996               By       /s/ Loida N. Lewis
                                        ........................................
                                                  LOIDA N. LEWIS
                                                     CHAIRMAN
 
Date: October 29, 1996               By        /s/ Peter Offermann
                                        ........................................
                                                   PETER OFFERMANN
                                               EXECUTIVE VICE PRESIDENT AND
                                                 CHIEF FINANCIAL OFFICER

 
                                       15


<PAGE>