IPO Company Profile
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Merkert American Corporation
490 Turnpike Street, Canton, MA 02021 * (781) 828-4800

The company is a leading food brokerage firm providing outsourced sales, merchandising and marketing services to manufacturers, suppliers and producers of food products and consumer goods.

Primary Underwriting Group
ManagerTierPhone
Wheat First UnionLead Manager
Cleary, Gull, Reiland & McDevitt, Inc.Co-manager (800) 221-2537
Scott & Stringfellow, Inc.Co-manager (804) 780-3267

Offering Information
NASNTL:MERK Wholesale: SIC 5141
Type of Shares:Common Shares Filing Date:5/22/98
U.S. Shares:4,400,000 Offer Date:12/15/98
Non-U.S. Shares:0 Filing Range:$14.00 - $16.00
Primary Shares:4,400,000 Offer Price:$15.00
Secondary Shares:0 Gross Spread:$1.05
Offering Amount: $66,000,000 Selling:$0.63
Expenses:$2,500,000 Reallowance:$0.10
Post-IPO Shares:7,218,000
Employees:3200

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Goodwin Procter & Hoar
Bank's Law Firm: Shearman & Sterling
Registrar/Transfer Agent: BankBoston
Auditor: Arthur Andersen

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
9 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Audited
Income
Balance
Sheet
12/31/97 9/30/98 9/30/98
Revenue:$230.36$163.09Assets:$170.53
Net Income:$0.09-$1.66Curr Assets:$33.74
EPS:$0.01-$0.23Liabilities:$155.65
Prior EPS:Curr Liab:$113.25
Cash Flow/Oper:Equity:$14.88
Cash Flow/Fin:Cash:$0.82
Cash Flow/Inv:Working Cap:-$79.51

Competition
The food brokerage industry is highly fragmented and competitive. The Company's competitors include several large privately held companies and hundreds of small privately held food brokers. In addition, the Company expects that it will face additional competition from new entrants into the food brokerage market due to the relatively low barriers to entry. The food brokerage industry is currently undergoing substantial consolidation. In addition, many Manufacturers, including some of the Manufacturers served by the Company, employ sales personnel to sell direct to retailers, wholesalers and distributors. Further, food brokers also compete with specialty distributors, wholesalers and other entities engaged in businesses which provide avenues of distribution linking Manufacturers, Retailers, food service establishments and/or consumers. Certain of these competitors may have lower overhead costs than the Company, have greater financial resources than the Company or have better knowledge of, or relationships in, local and regional markets which may give such competitors advantages in offering services and products that are similar to those of the Company. Consequently, the Company may encounter significant competition in its efforts to achieve both its acquisition and internal growth objectives. There can be no assurance that the Company will be successful against such competition.

Business Plan
The Company's objective is to become the leading national provider of outsourced sales, merchandising and marketing services to Manufacturers, Retailers and food service providers throughout the United States. The Company's business strategy is comprised of the following key elements: (I) Expand Current and Develop New Manufacturer Relationships, (ii) Provide Effective Marketing Support and Valuable Category Management Technology, (iii) Growth Through Strategic Acquisitions, (iv) Increase Private Label Brokerage, (v) Expand Food Service Brokerage, (vi) Seek International Opportunities and (vii) Empower Local Management and Develop Professional Staff.

Use of Proceeds
The proceeds from the proposed offering will be used to finance the Combination, to repay certain indebtedness, to pay for the buyout of certain obligations of Merkert and Rogers, and for general corporate purposes.

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