Exhibit 99.1
                              RISK FACTORS

A. 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, variety 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 below
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.

B. Low Margin Business; Increasing Competition and Margin Pressure.

The 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
eslling 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 effect on the Company's business, financial condition or results of
operations.

The 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.

C. Acquisition Strategy.

Partly in response to changes in the industry discussed above, the Company
has for several years pursued a strategy of growth through acquisitions in
retail store operations and the wholesale food distribution market, including
both general and military distribution operations. The Company intends

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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 strategic
acquisition may take several years or may not occur at all. The Company's
acquisition strategy may 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.

D. Substantial Leverage.

The Company has substantial indebtedness and, as a result, significant debt
service obligations. 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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E. Military Commissary Sales.

A significant portion of the Company's sales in fiscal 2000 are derived 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 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.

F. Potential Credit Losses from Loans to Retailers.

In the ordinary course of business, the Company extends loans to independent
retailers, often in conjunction with the establishment or extension of supply
arrangements with such retailers. Such loans are generally extended to small
businesses which are unrated, and such loans are often illiquid. The Company
may also provide 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 adverse effect on the Company's business,
financial condition and results of operations.

G. 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.

H. 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.

I. Dependence Upon the Operations of Subsidiaries.

As of the end of fiscal year 2000, a significant portion of the consolidated
assets of the Company were held by the subsidiaries of the Company and a
significant portion of the Company's cash flow and net income was generated
by such subsidiaries. Therefore, the Company's ability to be profitable is
dependent, in part, upon the profitability of its subsidiaries.

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