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                                                                   Exhibit 99.1

                                  RISK FACTORS

A.       SUBSTANTIAL LEVERAGE.

         The Company has substantial indebtedness and, as a result, 
significant debt service obligations. As of January 2, 1999, the Company had 
approximately $293.3 million of long-term indebtedness which would have 
represented approximately 35% of total capitalization. The ability of the 
Company to satisfy its debt obligations will be dependent on the future 
operating performance of the Company, which could be affected by changes in 
economic conditions and financial, competitive, legislative, regulatory and 
other factors, including factors beyond the control of the Company.

         A failure to comply with the covenants and other provisions of any debt
instruments could result in events of default under such instruments, which
could permit acceleration of the debt under such instruments and in some cases
acceleration of debts under other instruments that contain cross-default or
cross-acceleration provisions. The Company believes, based on current
circumstances, that the Company's cash flow, together with available borrowings
under the bank credit facilities, will be sufficient to permit the Company to
meet its operating expenses, to pay dividends on its common stock and to service
its debt requirements as they become due for the foreseeable future. Significant
assumptions underlie this belief, including, among other things, that the
Company will succeed in implementing its business strategy and that there will
be no material adverse developments in the business, liquidity or capital
requirements of the Company. There can be no assurance that the Company will be
able to generate sufficient cash flow to service its interest payment
obligations under its indebtedness or that cash flows, future borrowings or
equity financing will be available for the payment or refinancing of the
Company's indebtedness.

         If the Company is unable to service its indebtedness, it will be
required to adopt alternative strategies, which may include actions such as
reducing or delaying capital expenditures, selling assets, restructuring or
refinancing its indebtedness or seeking additional equity capital. There can be
no assurance that any of these strategies could be effected on satisfactory
terms, if at all.

         The degree to which the Company is leveraged could have important 
consequences, including: (i) the Company's ability to obtain additional 
financing in the future for working capital, capital expenditures, 
acquisitions or general corporate purposes may be impaired; (ii) a 
substantial portion of the Company's cash flows from operations may be 
dedicated to the payment of principal and interest on its indebtedness, 
thereby reducing the funds available to the Company for its future 
operations; (iii) certain of the Company's indebtedness contains financial 
and other restrictive covenants, including those restricting the incurrence 
of additional indebtedness, the creation of liens, the payment of dividends, 
sales of assets and minimum net worth requirements; (iv) certain of the 
Company's borrowings are and will continue to be at variable rates of 
interest which exposes the Company to the risk of greater interest rates; and 
(v) the Company's substantial leverage may make it more vulnerable to 
changing economic conditions, limit its ability to withstand competitive 
pressures and reduce its flexibility in responding to changing business and 
economic conditions. As a result of the Company's current level of 
indebtedness, its financial capacity to respond to market conditions, capital 
needs and other factors may be limited.

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B.       DEPENDENCE UPON THE OPERATIONS OF SUBSIDIARIES.

         As of the end of fiscal year 1998, a substantial portion of the
consolidated assets of the Company were held by the subsidiaries of the Company
and a substantial portion of the Company's cash flow and net income was
generated by the such subsidiaries. Therefore, the Company's ability to be
profitable is dependent, in part, upon the profitability of its subsidiaries.

C.       LOW MARGIN BUSINESS; INCREASING COMPETITION AND MARGIN PRESSURE.

         The wholesale food distribution and retail grocery industries in which
the Company operates are characterized by low profit margins. As a result, the
Company's results of operations are sensitive to, and may be materially
adversely impacted by, among other things, competitive pricing pressures, vendor
selling programs, increasing interest rates and food price deflation. There can
be no assurance that one or more of such factors will not have a material
adverse affect the Company's business, financial condition or results of
operations.

         The wholesale food distribution industry is undergoing change as
producers, manufacturers, distributors and retailers seek to lower costs and
increase services in an increasingly competitive environment of relatively
static over-all demand, resulting in increasing pressure on the industry's
already low profit margins. Alternative format food stores (such as warehouse
stores and supercenters) have gained market share at the expense of traditional
supermarket operators, including independent operators, many of whom are
customers of the Company. Vendors, seeking to ensure that more of their
promotional dollars are used by retailers to increase sales volume, increasingly
direct promotional dollars to large self-distributing chains. The Company
believes that these changes have led to reduced margins and lower profitability
among many of its customers and at the Company itself. In response to these
changes, the Company is pursuing a multi-faceted strategy that includes various
cost savings and value added initiatives, and growth through strategic
acquisitions and alliances. The Company believes that its ultimate success will
depend on its ability to pursue and execute these strategic initiatives, and on
the effectiveness of these strategic initiatives in reducing costs of operations
and enhancing operating margins. Any significant delay or failure in the
implementation of these strategic initiatives could result in diminished sales
and operating margins. No assurance can be given that the Company's strategic
initiatives, if implemented, will result in increased sales or enhanced profit
margins.

D.       ACQUISITION STRATEGY.

         Partly in response to changes in the wholesale food distribution
industry discussed above, the Company has for several years pursued a strategy
of aggressive growth through acquisitions in the wholesale food distribution
market, including both general and military distribution operations, and in
retail store operations. The Company intends to continue to pursue strategic
acquisition opportunities in these business segments, both in existing and new
geographic markets. In pursuing this acquisition strategy, the Company faces
risks commonly encountered with growth through acquisitions, including completed
acquisitions. These risks include, but are not limited to, incurring
significantly higher than anticipated capital expenditures and operating
expenses, failing to assimilate the operations and personnel of acquired
businesses, failing to install and integrate all necessary systems and controls,
losing customers, entering markets in which the Company has no or limited
experience, disrupting the Company's ongoing business and dissipating the
Company's management resources. Realization of the anticipated benefits of a

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strategic acquisition may take several years or may not occur at all. The
Company's acquisition strategy has placed, and will continue to place, a
significant strain on the Company's management, operational, financial and other
resources. The success of the Company's acquisition strategy will depend on many
factors, including the ability of the Company to (i) identify suitable
acquisition opportunities, (ii) successfully close acquisition opportunities at
valuations that will provide superior returns on invested capital, (iii)
successfully integrate acquired operations quickly and effectively in order to
realize operating synergies, and (iv) obtain necessary financing on satisfactory
terms. There can be no assurance that the Company will be able to successfully
execute and manage its acquisition strategy, and any failure to do so could have
a material adverse effect on the Company's business, financial condition and
results of operations.

E.       YEAR 2000 COMPLIANCE.

The Company has halted its investment of financial and other resources into the
development and implementation of HORIZONS. Instead, the Company has channeled
its resources into establishing a remediation plan to resolve potential Year
2000 issues. The Company could encounter significant business risks from the
failure of any of its vendors or customers, or the failure of governmental
agencies, to adequately address Year 2000 issues. Any material failure of
information systems on the part of such vendors, customers or governmental
agencies, or the Company's Year 2000 compliance plan, could have a material
adverse effect on the Company's business, financial condition and results of
operations. No assurance can be given that the Company will be able to
successfully develop and implement its Year 2000 compliance plan or that its
vendors, customers or governmental agencies will successfully develop and
implement its Year 2000 compliance plans.

F.       POTENTIAL CREDIT LOSSES FROM LOANS TO RETAILERS.

         From time to time, the Company extends secured loans to independent
retailers, often in conjunction with the establishment or expansion of supply
arrangements with such retailers. Such loans are generally extended to small
businesses which are unrated, and such loans are highly illiquid. The Company
also from time to time provides financial assistance to independent retailers by
guaranteeing loans from financial institutions and leases entered into directly
with lessors. The Company intends to continue, and possibly increase, the amount
of loans and guarantees to independent retailers, and there can be no assurance
that credit losses from existing or future loans or commitments will not have a
material adverse effect on the Company's business, financial condition and
results of operations.

G.       MILITARY COMMISSARY SALES.

         A significant portion of the Company's sales in fiscal 1998 resulted
from distribution of products to U.S. military commissaries. No assurance can be
given that the U.S. military commissary system will not undergo significant
changes in the foreseeable future, such as further base closings, privatization
of the military commissary system or a reduction in the number of persons having
access to such commissaries. Such changes could result in disruptions to
existing supply arrangements or reductions in volumes of purchases and could
have a material adverse effect on the Company's business, financial condition
and results of operations.

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H.       COMPETITION.

         The food marketing and distribution industry is highly competitive. The
Company faces competition from national, regional and local food distributors on
the basis of price, quality, breadth and availability of products offered,
strength of private label brands offered, schedules and reliability of
deliveries and the range and quality of services provided. In addition, food
wholesalers compete based on willingness to invest capital in their customers.
Such investments present substantial risks as described above under the caption
"Potential Credit Losses from Loans to Retailers." The Company also competes
with retail supermarket chains that provide their own distribution function,
purchasing directly from producers and distributing products to their
supermarkets for sale to consumers.

         In its retail operations, the Company competes with other food outlets
on the basis of price, quality and assortment, store location and format, sales
promotions, advertising, availability of parking, hours of operation and store
appeal. Traditional mass merchandisers have gained a growing market share with
alternative store formats, such as warehouse stores and supercenters, which
depend on concentrated buying power and low-cost distribution technology. Market
share of stores with alternative formats is expected to continue to grow in the
future. To meet the challenges of a rapidly changing and highly competitive
retail environment, the Company must maintain operational flexibility and
develop effective strategies across many market segments. The inability to adapt
to changing environments could have a material adverse effect on the Company's
business, financial condition and results of operations.

         Some of the Company's competitors have greater financial and other
resources than the Company. In addition, consolidation in the industry,
heightened competition among the Company's suppliers, new entrants and trends
toward vertical integration could create additional competitive pressures that
reduce margins and adversely affect the Company's business, financial condition
and results of operations. There can be no assurance that the Company will be
able to continue to compete effectively in its industry.

I.       COMPETITIVE LABOR MARKET; INCREASING LABOR COSTS

         The Company's continued success depends on its ability to attract 
and retain qualified personnel in all areas of its business. The Company 
competes with other businesses in its markets with respect to attracting and 
retaining qualified employees. The labor market is currently very tight and 
the Company expects the tight labor market to continue. A shortage of 
qualified employees may require the Company to continue to enhance its wage 
and benefits package in order to compete effectively in the hiring and 
retention of qualified employees or to hire more expensive temporary 
employees. No assurance can be given that the Company's labor costs will not 
continue to increase, or that such increases can be recovered through 
increased prices charged to customers. Any significant failure of the Company 
to attract and retain qualified employees, to control its labor costs, or to 
recover any increased labor costs through increased prices charged to 
customers could have a material adverse effect on the Company's business, 
financial condition and results of operations.

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J.       DEPENDENCE ON MANAGEMENT.

         The Company depends on the services of its executive officers for the
management of the Company. The loss or interruption of the continued full-time
services of certain of these executives could have a material adverse effect on
the Company and there can be no assurance that the Company will be able to find
replacements with equivalent skills or experience at acceptable salaries.
Generally, the Company does not have employment contracts with its executive
officers, other than agreements providing certain benefits upon certain changes
in control of the Company.