<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 MARCH 31, 1997
 
                                       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 May  6, 1997  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 -- March 31, 1997 (unaudited) and December 31, 1996.......................     3
 
     Consolidated Statements of Income for the three-month periods ended March 31, 1997 and 1996
      (unaudited)..........................................................................................     4
 
     Consolidated Statements of Cash Flows for the three-month periods ended March 31, 1997 and 1996
      (unaudited)..........................................................................................     5
 
     Notes to Consolidated Financial Statements............................................................     6
 
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations..............     9
 
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>

                                                                                         MARCH 31,     DECEMBER 31,
                                                                                           1997            1996
                                                                                        -----------    ------------
                                                                                        (UNAUDITED)
 
<S>                                                                                     <C>            <C>
                                       ASSETS
Current assets:
     Cash and cash equivalents.......................................................    $  84,454       $ 95,784
     Receivables, net................................................................      157,015        150,817
     Inventories, net................................................................      116,030        117,461
     Other current assets............................................................       16,780         11,036
                                                                                        -----------    ------------
          Total current assets.......................................................      374,279        375,098
Property, plant and equipment, net...................................................      245,621        263,859
Goodwill, net of accumulated amortization of $21,070 and $23,539 at March 31, 1997
  and December 31, 1996, respectively................................................       82,530         90,509
Other noncurrent assets..............................................................       58,370         52,238
                                                                                        -----------    ------------
          Total assets...............................................................    $ 760,800       $781,704
                                                                                        -----------    ------------
                                                                                        -----------    ------------
 
                        LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Short-term debt and current portion of long-term debt...........................    $  53,600       $ 34,095
     Accounts payable................................................................      222,510        226,827
     Taxes currently payable.........................................................       20,243         18,563
     Accrued expenses................................................................       45,146         58,174
                                                                                        -----------    ------------
          Total current liabilities..................................................      341,499        337,659
Long-term debt.......................................................................      227,473        229,492
Deferred income taxes................................................................        3,865          7,409
Minority interests...................................................................       70,595         77,447
Other noncurrent liabilities.........................................................       30,630         23,487
                                                                                        -----------    ------------
          Total liabilities..........................................................      674,062        675,494
                                                                                        -----------    ------------
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...............................................................      156,476        157,148
     Cumulative foreign currency translation adjustment..............................      (56,288)       (37,488)
                                                                                        -----------    ------------
          Total stockholders' equity.................................................       86,738        106,210
                                                                                        -----------    ------------
          Total liabilities and stockholders' equity.................................    $ 760,800       $781,704
                                                                                        -----------    ------------
                                                                                        -----------    ------------
</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
                                                                                                MARCH 31,
                                                                                       ----------------------------
                                                                                          1997             1996
                                                                                       -----------      -----------
                                                                                               (UNAUDITED)
<S>                                                                                    <C>              <C>
Net sales...........................................................................    $ 513,737        $ 530,390
                                                                                       -----------      -----------
Operating expenses:
     Cost of sales..................................................................      424,244          442,204
     Selling, general and administrative expenses...................................       72,940           73,440
     Amortization of intangible assets..............................................        1,034              731
                                                                                       -----------      -----------
          Total operating expenses..................................................      498,218          516,375
                                                                                       -----------      -----------
Operating income....................................................................       15,519           14,015
                                                                                       -----------      -----------
Other income (expense):
     Interest income................................................................        1,339            1,992
     Interest expense...............................................................       (6,897)          (8,733)
     Other income...................................................................          272              157
                                                                                       -----------      -----------
          Total other income (expense)..............................................       (5,286)          (6,584)
                                                                                       -----------      -----------
Income from operations before income taxes and minority interests in earnings.......       10,233            7,431
Income taxes........................................................................       (4,179)          (2,071)
Minority interests in earnings......................................................       (4,716)          (4,120)
                                                                                       -----------      -----------
Net income..........................................................................    $   1,338        $   1,240
                                                                                       -----------      -----------
                                                                                       -----------      -----------
Net income per common share.........................................................         $.15             $.14
                                                                                       -----------      -----------
                                                                                       -----------      -----------
Weighted average number of common shares outstanding................................        9,138            9,138
                                                                                       -----------      -----------
                                                                                       -----------      -----------
Cash dividends per common share.....................................................    $     .22        $     .11
                                                                                       -----------      -----------
                                                                                       -----------      -----------
</TABLE>
 
                See Notes to Consolidated Financial Statements.
 
                                       4
 
<PAGE>
<PAGE>

                   TLC BEATRICE INTERNATIONAL HOLDINGS, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                                              THREE MONTHS ENDED
                                                                                                  MARCH 31,
                                                                                          --------------------------
                                                                                             1997           1996
                                                                                          -----------    -----------
                                                                                                 (UNAUDITED)
<S>                                                                                       <C>            <C>
Cash flows from operating activities:
  Net income...........................................................................    $   1,338      $   1,240
  Items not affecting cash:
     Depreciation and amortization of intangible assets................................       10,306          8,930
     Minority interests in earnings, net...............................................       (5,809)         4,120
     Deferred income taxes and other items, net........................................       (4,286)        (5,914)
  Changes in working capital:
     Receivables.......................................................................      (18,300)       (20,227)
     Inventories.......................................................................       (8,105)           656
     Accounts payable and accrued expenses.............................................        3,829        (14,353)
     Taxes payable.....................................................................        3,301          3,322
     Other current assets..............................................................       (6,768)        (2,192)
                                                                                          -----------    -----------
          Net cash used in operating activities........................................      (24,494)       (24,418)
                                                                                          -----------    -----------
  Cash flows from investing activities:
     Expenditures for property, plant and equipment....................................      (13,125)       (17,918)
     Proceeds from disposal of assets..................................................        6,801          1,147
     Other investments.................................................................         (376)          (468)
                                                                                          -----------    -----------
          Net cash used in investing activities........................................       (6,700)       (17,239)
                                                                                          -----------    -----------
  Cash flows from financing activities:
     Proceeds from issuance of long-term debt..........................................        7,973          3,931
     Repayment of long-term bank borrowings............................................       (4,915)        (3,190)
     Net proceeds from short-term debt.................................................       21,523          3,983
     Common stock dividends............................................................       (2,010)        (1,005)
                                                                                          -----------    -----------
          Net cash provided by financing activities....................................       22,571          3,719
                                                                                          -----------    -----------
Foreign exchange effects on cash and cash equivalents..................................       (2,707)           214
                                                                                          -----------    -----------
Net decrease in cash and cash equivalents..............................................      (11,330)       (37,724)
Cash and cash equivalents at beginning of the period...................................       95,784        120,279
                                                                                          -----------    -----------
Cash and cash equivalents at end of the period.........................................    $  84,454      $  82,555
                                                                                          -----------    -----------
                                                                                          -----------    -----------
Supplemental disclosures of cash flow information:
Cash paid during the period for:
     Interest..........................................................................    $  12,241      $   3,126
                                                                                          -----------    -----------
                                                                                          -----------    -----------
     Income taxes......................................................................    $  12,765      $   3,625
                                                                                          -----------    -----------
                                                                                          -----------    -----------
</TABLE>
 
                See Notes to Consolidated Financial Statements.
 
                                       5

<PAGE>
<PAGE>

                   TLC BEATRICE INTERNATIONAL HOLDINGS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996 (UNAUDITED)
 
1. BUSINESS DESCRIPTION
 
     As  of  March 31,  1997, 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 March 31, 1997 and  for
the  three-month periods ended  March 31, 1997  and 1996 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 for the year ended December 31, 1996.
 
     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  periods ended March 31, 1997 and
1996.
 
3. INVENTORIES
 
     Inventories consisted of the following components:
 
<TABLE>
<CAPTION>
                                                                               MARCH 31,     DECEMBER 31,
                                                                                 1997            1996
                                                                              -----------    ------------
                                                                              (UNAUDITED)
                                                                                    (IN THOUSANDS)
<S>                                                                           <C>            <C>
Raw materials and supplies.................................................    $  11,895       $ 10,428
Work in process............................................................          110             78
Finished goods.............................................................      104,707        107,648
                                                                              -----------    ------------
                                                                                 116,712        118,154
Less inventory reserves....................................................         (682)          (693)
                                                                              -----------    ------------
     Total.................................................................    $ 116,030       $117,461
                                                                              -----------    ------------
                                                                              -----------    ------------
</TABLE>
 
4. ACCUMULATED DEPRECIATION
 
     At March  31,  1997 and  December  31, 1996,  accumulated  depreciation  on
property,  plant  and  equipment  amounted  to  $187,436,000  and  $189,536,000,
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 Estate  of Reginald  F. Lewis ('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 Beatrice breached the Stockholders' Agreement by paying
a $22.1
 
                                       6
 
<PAGE>
<PAGE>

                   TLC BEATRICE INTERNATIONAL HOLDINGS, INC.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
         FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996 (UNAUDITED)
 
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 complaint
allegedly on behalf of  TLC Beatrice 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.  In  this  stockholder
derivative  action, which has  been amended twice, Carlton  seeks to recover for
the benefit of  TLC Beatrice millions  of dollars of  corporate funds  allegedly
paid to the late Reginald F. Lewis and entities controlled by or affiliated with
him  between 1987 and 1993. Named as defendants are the executrices of the 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. The derivative  complaint also  names TLC  Beatrice and  three of  its
subsidiaries as nominal defendants.
 
     TLC  Beatrice and the  other defendants have  filed answers and affirmative
defenses to  the  derivative complaint  denying  all material  allegations.  For
further  information concerning  the allegations  of Carlton  in this derivative
lawsuit, reference is made to the  derivative complaint, as amended, which  have
been  filed as  an Exhibit  to the  Registration Statement  No. 33-88602  of TLC
Beatrice filed with the Securities and Exchange Commission.
 
     A proposed settlement  has resulted  from the formation  by TLC  Beatrice's
Board  of  Directors on  May 24,  1996  of a  Special Litigation  Committee (the
'SLC'). On  that date,  the  Board, including  Carlton's representative  on  the
Board,  Paul Biddelman, unanimously voted to expand the size of the Board by two
seats, elected Clifford L.  Alexander, Jr. and William  H. Webster to the  Board
and  appointed Messrs. Alexander  and Webster as directors,  with no personal or
business relationships  or dealings  with the  defendants, TLC  Beatrice or  the
Lewis  family, to serve as the members of  the SLC. The SLC was charged with the
responsibility of investigating and evaluating the allegations and issues in the
litigation and to consider and determine whether or not continued prosecution of
the derivative  complaint was  in the  best interests  of TLC  Beatrice and  its
shareholders  and what action TLC Beatrice should take concerning the litigation
in accordance with Delaware law.
 
     The SLC,  through its  counsel, entered  into a  Stipulation of  Settlement
dated  November 12, 1996 with counsel for  all of the defendants. Subject to the
approval of the Court of Chancery of  the State of Delaware, the Stipulation  of
Settlement  would be a  full and final  settlement of the  derivative action and
would release defendants from all claims that were or could have been raised  by
Carlton  or  any  other  shareholder  in  the  suit.  Under  the  Stipulation of
Settlement, the  Lewis  Estate has  agreed  to pay  the  Company the  amount  of
$14,932,000  plus interest at the rate of  8% per annum until the Effective Date
(as hereinafter defined)  (the 'Settlement Amount'),  pursuant to the  following
terms:  (a) On the Effective  Date, $2,000,000 in cash  and a secured promissory
note for the unpaid  balance of the  Settlement Amount, (b)  from and after  the
Effective  Date, interest on the Settlement amount shall be paid at a rate equal
to the U.S. prime rate plus 1/2  of 1 percent compounded daily, (c) $500,000  in
cash  on May  1 and  November 1 of  each year,  until payment  of the Settlement
Amount in full, and (d) a final payment of the balance of the Settlement  Amount
on  May  1,  2004  if not  paid  in  full  prior thereto.  For  purposes  of the
Stipulation of  Settlement,  the Effective  date  shall  be the  date  that  the
approval  of the Stipulation  of Settlement is considered  final, which shall be
the latest to occur of (i) the expiration of the time for filing or noticing  of
any  appeal or motion for reargument from  the judgment, if any, of the Chancery
Court of the State of Delaware approving the Stipulation of Settlement, (ii) the
date of final affirmance  on any appeal or  reargument; (iii) the expiration  of
time  for petitions for writs  of certiorari and, if  certiorari is granted, the
date of final  affirmance following review  pursuant to such  grant or (iv)  the
final dismissal of any appeal or proceedings on ceriorari.
 
     The  payment of  the Settlement  Amount is  to be  secured by  the personal
guaranty of Loida  N. Lewis  and the  pledge by the  Lewis Estate  of shares  of
Common Stock of the Company owned by the
 
                                       7
 
<PAGE>
<PAGE>

                   TLC BEATRICE INTERNATIONAL HOLDINGS, INC.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
         FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996 (UNAUDITED)
 
Lewis  Estate, the number of  shares to be pledged  to be determined as follows:
number of shares pledged equals  Settlement Amount divided by $25.00  multiplied
by 4.
 
     There  can  be no  assurance  that the  Stipulation  of Settlement  will be
approved, or if approved,  what its final  terms may be.  It is currently  under
consideration by the Chancery Court in the State of Delaware.
 
     TLC  Beatrice's outside litigation counsel has advised TLC Beatrice that at
this time the extent of  TLC Beatrice's liability or  obligations, if any, as  a
result  of this  litigation 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. No provision for
any liability or obligation that may result from these matters has been made  in
the consolidated financial statements.
 
                                       8

<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 three months ended March 31, 1997 are not necessarily indicative of  the
results  that may be expected for the year ending December 31, 1997 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,
although the Company has closely monitored its currency exposure in the past and
will continue to do so, the Company  believes that it is not necessary to  hedge
its overall foreign currency position at this time.
 
     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.
 
RESULTS OF OPERATIONS
 
     The following table provides information concerning the Company's net sales
and operating income, by segment, for the three months ended March 31, 1997  and
1996.  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.
 
<TABLE>
<CAPTION>
                                                                                              THREE MONTHS ENDED
                                                                                                  MARCH 31,
                                                                                             --------------------
                                                                                               1997        1996
                                                                                             --------    --------
                                                                                                 (DOLLARS IN
                                                                                                  THOUSANDS)
<S>                                                                                          <C>         <C>
Net Sales:
     Food Distribution....................................................................   $449,773    $458,645
     Grocery Products.....................................................................     63,964      71,745
                                                                                             --------    --------
          Total Net Sales.................................................................   $513,737    $530,390
                                                                                             --------    --------
                                                                                             --------    --------
Operating Income:
     Food Distribution....................................................................   $ 14,872    $ 13,953
     Grocery Products.....................................................................      2,664       3,634
     Corporate Expenses...................................................................     (1,233)     (2,841)
     Amortization of Intangibles..........................................................       (784)       (731)
                                                                                             --------    --------
          Total Operating Income..........................................................   $ 15,519    $ 14,015
                                                                                             --------    --------
                                                                                             --------    --------
</TABLE>
 
THREE MONTHS ENDED MARCH 31, 1997 COMPARED WITH THREE MONTHS ENDED MARCH 31,
1996
 
     Net  sales were approximately $514 million for the three-month period ended
March 31, 1997, a decrease of 3%  compared to the corresponding period in  1996,
or a 7% increase on a local currency basis.
 
                                       9
 
<PAGE>
<PAGE>

     The  Food Distribution  segment had  net sales  for the  three-month period
ended March 31, 1997 of $450  million, a decrease of 2%,  or a 8% increase on  a
local  currency  basis,  over the  comparable  period in  1996.  Wholesale sales
relating to the  Franprix network  remained essentially  flat with  1996, as  an
increase  in the number  of stores served (415  at March 31,  1997 versus 401 at
March 31, 1996)  was offset by  a 4%  decline in sales  to comparative  Franprix
stores  in the first  quarter 1997 compared  to the same  period in 1996. Retail
sales of owned  Franprix stores  were down  7% primarily  due to  low levels  of
consumer  spending at the beginning of the period. Net sales of the Leader Price
network increased by 19% reflecting additional volume created by the opening  of
30 stores between March 31, 1997 and March 31, 1996.
 
     The  Grocery Products segment  had net sales  in the first  three months of
1997 of $64 million, a  decrease of 11%, or 2%  on a local currency basis,  over
the comparable period in 1996. A 15% decline in Beverage operation net sales was
primarily  responsible  for  the  decline.  Frisdranken  Industrie  Winters B.V.
('Winters'),  the  Company's  producer  of   soft  drinks  in  the   Netherlands
experienced  the  heaviest  decline  due  loss  of  clients  in  northern Europe
resulting  from  overcapacity  which  has  created  intense  price  competition.
Slightly  offsetting the sales  decline from Beverage  operations, the Company's
ice cream operations reported a 10% increase in net sales due to favorable March
weather conditions, strong sales from new product introductions and the addition
of seven new distributors.
 
     Operating income of the Food Distribution  segment increased by 7%, or  18%
on  a local currency  basis, in the first  three months of  1997 compared to the
same period  in  1996.  The  55% increase  in  Leader  Price  operating  income,
reflecting  a 14% increase in the number  of stores opened March 31, 1997 versus
March 31, 1996 and strong wholesale margins was partially offset by a  reduction
in Franprix's operating income. The Franprix wholesale operation was responsible
for the decline reflecting lower gross margins due to price reductions initiated
in the second quarter of 1996 taken to counter competition in the Paris area.
 
     Operating  income of the Grocery Products segment declined by $1 million to
$2.7 million, in the  first quarter of  1997 versus the same  period in 1996.  A
decrease in beverage operating income, reflecting a 15% decline in first quarter
1997  sales  was  partially offset  by  increased operating  performance  at the
Company's ice cream operations located  in Spain. Interglas S.A.  ('Interglas'),
an  ice cream and yogurt manufacturer in the Canary Islands, increased operating
income due to increased sales and  production efficiencies achieved in 1997  due
to  new equipment installed in the first  quarter of 1996. Helados La Menorquina
S.A. ('La Menorquina'), an ice  cream manufacturer in mainland Spain,  increased
operating income due to a 6% increase in sales.
 
     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 three  month period ended  March 31, 1997 as
compared to the three month period ended March 31, 1996.
 
<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.......................        8%          (10)%       (2)%         18%         (11)%        7%
     Grocery products........................       (2)           (9)       (11)         (30)           3        (27)
          Total..............................        7           (10)        (3)           8           (8)        --
</TABLE>
 
     Net income  for  the  three  months  ended  March  31,  1997  increased  by
approximately $100,000 to $1.3 million from $1.2 million due to higher operating
income  of $1.5 million and lower net interest expense of $1.2 million offset by
higher taxes and  minority interests in  earnings of $2.1  million and  $600,000
respectively  primarily  due to  higher pre-tax  income.  In addition,  1996 tax
expense reflected the  recognition of certain  deferred tax benefit  adjustments
not repeated in 1997.
 
                                       10
 
<PAGE>
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES
 
     Management  believes  that  the Company's  current  level  of indebtedness,
amounting to approximately $281 million at March 31, 1997, of which $227 million
represents long-term debt and $54 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 March 31, 1997, TLC Beatrice's subsidiaries had
lines of credit denominated in local currencies totalling $98 million, of  which
$61 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 March  31, 1997,  the  Company had  working  capital of  $32.8  million,
compared to working capital of $37.4 million at December 31, 1996.
 
     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.
 
     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
 
                                       11
 
<PAGE>
<PAGE>

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 $15.1 million at the March 31, 1997 foreign exchange
rate) from February 1, 1999 through January 31, 2000 and (ii) 3.2 million  Irish
Punts  (approximately $5.0 million at the  March 31, 1997 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 March 31,
1997, approximately  $15.0  million  (at the  then-prevailing  foreign  exchange
rate), was borrowed under the Credit Agreement.
 
     In the three months ended March 31, 1997, cash used in operating activities
was $24.5 million.
 
     In  the  three months  ended  March 31,  1997,  cash provided  by financing
activities was $22.6 million,  primarily reflecting approximately $21.5  million
in net proceeds from the issuance of short-term debt.
 
     In the three months ended March 31, 1997, cash used in investing activities
was  $6.7  million,  primarily  reflecting  capital  expenditures.  The  Company
estimates its 1997 net capital  expenditures will be approximately $40  million.
The  Company anticipates that such expenditures will  be applied to the costs of
new Leader Price store openings and further expansion of the Company's ice cream
sales in Spain.
 
     Pursuant to  certain  agreements  entered  into in  1992,  the  Company  is
obligated   under   certain  circumstances   to   purchase  the   Baud  Minority
Stockholders' ownership interests in Distribution Leader Price and Retail Leader
Price. The agreements provide that prior to June 30, 1997, if certain members of
the Baud family  cease to hold  their management positions  with the  applicable
company  and the Company  fails to propose and  vote in favor  of one of certain
members of the Baud family as a replacement, the Baud Minority Stockholders have
the  right  to  require  TLC  France  to  purchase  all  of  the  Baud  Minority
Stockholders'  shares pursuant to the Put Right, and TLC France has the right to
purchase all of the  Baud Minority Stockholders'  shares of Distribution  Leader
Price in the event that the Baud Minority Stockholders exercise their put option
with  respect to the shares of Retail Leader  Price. In addition, at any time on
or after July 1, 1997 and prior to June 30, 2027, the Baud Minority Stockholders
can exercise the Put Right, and TLC France can exercise the Call Right,  without
restriction.  The  price  to  exercise  the Put  Right  is  based  on  a formula
calculated at the time of exercise which sets a purchase price at a multiple  of
the  average annual net income per share of Distribution Leader Price and Retail
Leader Price, as applicable, for the two fiscal years prior to exercise, with  a
guaranteed   minimum  return  on  the   Baud  Minority  Stockholders'  aggregate
investment if an option is exercised prior to July 1, 1997. If the Put Right  is
exercised  after July  1, 1997, and  as long  as the Notes  are 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  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 the  Baud
Minority  Stockholders were  to have exercised  their Put Right  on December 31,
1996, using the  formula that  would be  in effect on  July 1,  1997, the  total
purchase  price for such shares would  have been approximately $143 million. The
price to exercise the Call Right is based on the same formula as in the exercise
of the Put  Right, except  that the  multiple of  average annual  net income  is
higher. Distribution Leader Price and Retail Leader Price have shown substantial
earnings growth during the past three
 
                                       12
 
<PAGE>
<PAGE>

years.  If such companies' earnings were to  continue to increase during the two
fiscal years prior to the exercise of such option, as to which no assurance  can
be given, the purchase price payable upon exercise of the Put Right and and Call
Right would increase materially.
 
     In   addition  to  the   foregoing,  the  Company,   including  in  certain
circumstances TLC Beatrice, is a  party to separate stockholder agreements  with
the  Other Baud Stockholders and certain other minority stockholders. Certain of
these agreements and the  by-laws of certain subsidiaries  restrict the sale  of
the  minority  stockholders' interest  or require  the  Company or  the minority
stockholders, as the case  may be, to  offer to sell their  shares to the  other
stockholders  prior to selling such  shares to a third  party and/or require the
Company to purchase  these interests  under certain  circumstances. These  local
minority  stockholders have the option to  require the Company to purchase their
interests in whole or in part at any time. If all of such options were exercised
in full,  the  Company's  aggregate  purchase  obligation  is  estimated  to  be
approximately $35 million as of December 31, 1996.
 
     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. No assurance can  be given, however, that
the Company will be able to satisfy its purchase obligations from these sources.
 
     The Spanish and Canary Islands  provincial governments instituted a set  of
tax  incentives beginning in 1994 which Interglas has opted to take advantage of
for its  1994 and  1995 tax  years.  Interglas is  required to  make  qualifying
investments  in  productive  machinery  and  equipment  and/or  local government
interest-bearing bonds in the amount of $14.8 million in 1997, $14.7 million  in
1998  and $400,000  in 1999 in  order to  qualify for these  tax incentives. The
Company has provided for deferred taxes  on these requirements equal to the  35%
tax  rate on $29.9 million,  or approximately, $10.5 million,  in the event that
the  required  investment  obligations  are  not  fulfilled.  There  can  be  no
assurances  that changes in  existing Canary Islands  tax rules and requirements
will not  occur  or  that the  Company  will  be able  to  make  the  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 the 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 by TLC Beatrice and
waste of corporate  assets and breaches  of fiduciary duties  against the  Lewis
Estate and current and former directors of TLC Beatrice. 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.
 
                                       13
 
<PAGE>
<PAGE>

                          PART II -- OTHER INFORMATION
 
ITEM 1. LEGAL PROCEEDINGS
 
     As  previously  reported in  the  Company's Form  10-K  for the  year ended
December 31, 1996, 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 for its fiscal year ended December 31, 1996
and Note 6 to the Consolidated  Financial Statements included herein under  Part
I.
 
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
     None
 
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 March
        31, 1997.
 
                                       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.
 
<TABLE>
<S>                                                       <C>
Date: May 6, 1997                                         By                /s/ Loida N. Lewis
                                                          ........................................................
                                                                               LOIDA N. LEWIS
                                                                                  CHAIRMAN
 
Date: May 6, 1997                                         By               /s/ Peter Offermann
                                                          ........................................................
                                                                              PETER OFFERMANN
                                                                        EXECUTIVE VICE PRESIDENT AND
                                                                          CHIEF FINANCIAL OFFICER
</TABLE>
 
                                       15


<PAGE>