As filed with the Securities and Exchange Commission on August 2, 2002.
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

-----------------

FORM S-4
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

-----------------

ROUNDY'S, INC.*
(Exact name of registrant as specified in its charter)

-----------------

Wisconsin 5411 39-0854535
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Number) Identification No.)

-----------------

23000 Roundy Drive
Pewaukee, Wisconsin 53072
Telephone: (262) 953-7999
(Address, including zip code, and telephone number, including area code, of
registrants' principal executive offices)

-----------------

Edward G. Kitz
Vice President, Secretary and Treasurer
23000 Roundy Drive
Pewaukee, Wisconsin 53072
Telephone: (262) 953-7999
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

-----------------

Copies to :
Dennis M. Myers, Esq. Andrew J. Guzikowski
Gerald T. Nowak, Esq. Whyte Hirschboeck Dudek S.C.
Kirkland & Ellis 111 East Wisconsin Avenue
200 E. Randolph Drive Suite 2100
Chicago, Illinois 60601 Milwaukee, Wisconsin 53202
Telephone: (312) 861-2000 Telephone: (414) 273-2100

* The Co-Registrants listed on the next page are also included in this Form
S-4 Registration Statement as additional Registrants. The Co-Registrants are
the direct and indirect domestic subsidiaries of the Registrant and the
guarantors of the notes to be registered hereby.

Approximate date of commencement of proposed sale of the securities to the
public: The exchange will occur as soon as practicable after the effective date
of this Registration Statement.

If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [_]

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]

If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

-----------------

CALCULATION OF REGISTRATION FEE
================================================================================

Proposed Proposed
Amount Maximum Maximum
to be Offering Price Aggregate Amount of
Title of Each Class of Securities to be Registered Registered Per Unit (1) Offering Price Registration Fee
- ---------------------------------------------------------------------------------------------------------------
8 7/8% Senior Subordinated Notes due 2012, series B $225,000,000 100% $225,000,000 $20,700(1)
- ---------------------------------------------------------------------------------------------------------------
Guarantees on Senior Subordinated Notes (2)........ $225,000,000 -- -- (3)
- ---------------------------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
(1)Calculated in accordance with Rule 457 under the Securities Act of 1933, as
amended.
(2)All subsidiary guarantors are wholly owned direct or indirect subsidiaries
of the Registrant and have each guaranteed the Notes being registered.
(3)Pursuant to Rule 457(n), no separate fee is payable with respect to the
guarantees being registered hereby

-----------------

The Registrant and the Co-Registrants hereby amends this Registration
Statement on such date or dates as may be necessary to delay its effective date
until the Co-Registrants shall file a further amendment which specifically
states that this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until this
Registration Statement shall become effective on such date as the Commission,
acting pursuant to said Section 8(a), may determine.
================================================================================

Primary
Standard I.R.S.
Industrial Employer
Exact Name of Classification Jurisdiction of Identification
Additional Registrants* Number Formation No.
----------------------- -------------- --------------- --------------

Cardinal Foods, Inc. 5411 Delaware 31-1193505

Holt Public Storage, Inc. 4225 Wisconsin 39-1625007

Insurance Planners, Inc. 6411 Wisconsin 39-1017345

I.T.A., Inc. 4213 Wisconsin 39-1598441

Jondex Corp. 6512 Wisconsin 39-6043038

Kee Trans, Inc. 4213 Wisconsin 39-1598439

Mega Marts, Inc. 5411 Wisconsin 39-1584570

Midland Grocery of Michigan, Inc. 5141 Michigan 31-1271538

Pick 'n Save Warehouse Foods, Inc. 5411 Wisconsin 39-1237362

Rindt Enterprises, Inc. 5411 Wisconsin 39-1266185

Ropak, Inc. 5411 Wisconsin 39-6043358

Scot Lad Foods, Inc. 5141 Wisconsin 36-3318402

Scot Lad-Lima, Inc. 5141 Ohio 34-1755052

Shop-Rite, Inc. 5411 Wisconsin 39-1134847

Spring Lake Merchandise, Inc. 5122 Ohio 34-1597319

The Copps Corporation 5411 Wisconsin 39-0763870

The Midland Grocery Company 5141 Ohio 31-4252895

Ultra Mart Foods, Inc. 5411 Wisconsin 39-6043054

Village Market, LLC 5411 Indiana LLC 35-2077271

- --------
* The address for each of the Co-Registrants is c/o Roundy's, Inc., 23000
Roundy Drive, Pewaukee, Wisconsin 53072, telephone (262) 953-7999.

The name and address, including zip code, of the agent for service for each
of the Co-Registrants is Edward G. Kitz, Secretary of Roundy's, Inc., 23000
Roundy Drive, Pewaukee, Wisconsin 53072. The telephone number, including area
code, of the agent for service for each of the Co-Registrants is (262) 953-7999.

The information in this prospectus is not complete and may be changed. These
securities may not be sole until the registration statement filed with the SEC
is effective. This prospectus is not an offer to sell nor is it an offer to buy
these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED August 2, 2002

PROSPECTUS
[LOGO] Roundy's
SINCE 1872

ROUNDY'S, INC.

Exchange Offer for
$225,000,000
8 7/8% Senior Subordinated Notes due 2012

- --------------------------------------------------------------------------------

We are offering to exchange:

up to $225,000,000 of our new 8 7/8% Senior Subordinated Notes due 2012, series
B

for

a like amount of our outstanding 8 7/8% Senior Subordinated Notes due 2012.

Material Terms of Exchange Offer

..The terms of the notes to be issued in the exchange offer .Expires at 5:00 p.m., New York City time, on ,
are substantially identical to the outstanding notes, except 2002, unless extended.
that the transfer restrictions and registration rights relating
to the outstanding notes will not apply to the exchange .The exchange of notes will not be a taxable event for
notes. U.S. federal income tax purposes.

..There is no existing public market for the outstanding .Not subject to any condition other than that the exchange
notes or the exchange notes. We do not intend to list the offer not violate applicable law or any applicable
exchange notes on any securities exchange or seek interpretation of the Staff of the SEC.
approval for quotation through any automated trading
system. .We will not receive any proceeds from the exchange
offer.

For a discussion of certain factors that you should consider before
participating in this exchange offer, see "Risk Factors" beginning on page 12
of this prospectus.

Neither the SEC nor any state securities commission has approved the notes
to be distributed in the exchange offer, nor have any of these organizations
determined that this prospectus is truthful or complete. Any representation to
the contrary is a criminal offense.

, 2002

We have not authorized anyone to give any information or represent anything
to you other than the information contained in this prospectus. You must not
rely on any unauthorized information or representations.

Until , 2002, all dealers that, buy, sell or trade the exchange
notes, whether or not participating in the exchange offer, may be required to
deliver a prospectus. This requirement is in addition to the dealers'
obligation to deliver a prospectus when acting as underwriters and with respect
to their unsold allotments and subscriptions.

-----------------

INDUSTRY DATA

Unless otherwise indicated, the market data contained in this prospectus
comes from Supermarket News, Progressive Grocer and Metro Market Studies, all
of which are independent third party publications, or from the Service Industry
Research Systems, Inc. Report, a market survey that we commissioned. Although
we believe these sources are generally reliable, we cannot guarantee and have
not independently verified the accuracy and completeness of this information.

-----------------

TRADEMARKS
Roundy's, Pick 'n Save, Copps, Old Time and Buyers' Choice are our
trademarks. Other trademarks used in this prospectus are the property of their
respective owners.

-----------------

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains "forward-looking statements" within the meaning of
the securities laws. These forward-looking statements are subject to a number
of risks and uncertainties, many of which are beyond our control. All
statements other than statements of historical facts included in this
prospectus, including the statements under the headings "Prospectus Summary"
and "Business" and elsewhere regarding our strategy, future operations,
financial position, estimated revenues, projected costs, projections, plans and
objectives of management, are forward-looking statements. When used in this
prospectus, the words "will," "believe," "anticipate," "intend," "estimate,"
"expect," "project" and similar expressions are intended to identify
forward-looking statements, although not all forward-looking statements contain
such identifying words. All forward-looking statements speak only as of the
date of this prospectus. Neither we, nor the guarantors of the notes nor the
initial purchasers undertake any obligation to update or revise publicly any
forward-looking statements, whether as a result of new information, future
events or otherwise. Although we believe that our plans, intentions and
expectations reflected in or suggested by the forward-looking statements we
make in this prospectus are reasonable, we can give no assurance that such
plans or expectations will be achieved.

You should read carefully the factors described in the "Risk Factors"
section of this prospectus for a description of certain risks that could, among
other things, cause actual results to differ from these forward-looking
statements.

PROSPECTUS SUMMARY

The following summary highlights certain significant aspects of our business
and the exchange offer, but you should read this entire prospectus, including
the financial data and related notes, before making an investment decision. In
this prospectus, unless the context otherwise requires, references to the
"issuer" refer to Roundy's, Inc., exclusive of its subsidiaries, and references
to "Roundy's," "we," "us," "our," "the company" and other similar terms refer
to the combined businesses of the issuer and all of its subsidiaries. Unless
otherwise provided, pro forma financial data contained herein give effect to
the May 2001 acquisition by us of The Copps Corporation, the acquisition of the
company by Roundy's Acquisition Corp. and the related financing transactions.
See "The Transactions." You should carefully consider the information set forth
under the heading "Risk Factors." Our fiscal year is the 52 or 53 week period
ending on the Saturday nearest to December 31 and is identified by the calendar
year ending nearest to such date.

Our Business

We are the leading food retailer in the State of Wisconsin and the eighth
largest food wholesaler in the United States based on 2001 annual net sales. We
own and operate 60 retail grocery stores, of which 52 are located in Wisconsin
and eight are located elsewhere in the Midwest. We distribute a full line of
food and non-food products from nine wholesale distribution centers in five
Midwestern states and provide value-added services to approximately 800
licensee and independent retail locations in Wisconsin and throughout the
Midwest. For the 12 months ended December 29, 2001, we generated pro forma net
sales and EBITDA of $3.6 billion and $119.8 million, respectively.

Our Retail Operations. We operate our 60 company-owned retail grocery
stores primarily under the Pick 'n Save and Copps banners. The majority of our
Pick 'n Save and Copps stores are combination food and drug stores, offering
all of the products and services typically found in a traditional supermarket
as well as a pharmacy, a broad line of health and beauty care products and a
large selection of seasonal merchandise. During fiscal years 1999 to 2001, our
stores (including stores operated while under previous ownership) experienced
annual same store sales growth of 5.8%, 3.4% and 3.5%, respectively. Our retail
stores are among the industry leaders in weekly sales per store, with an
average of $496,000 in 2001, as compared to an industry average of $317,000. We
have developed successful loyalty card programs at both our Pick 'n Save and
Copps stores, with an aggregate of approximately 1.8 million cards issued to
date.

Pick 'n Save. In addition to our 35 company-owned stores, we also license
the Pick 'n Save brand name to independent retailers operating 56 locations
primarily in Wisconsin. Our Pick 'n Save banner has an estimated 40% market
share in the metropolitan Milwaukee area and maintains leading market
positions elsewhere in Wisconsin. Our Pick 'n Save stores are operated as
high volume, everyday low price ("EDLP") retail grocery stores that seek to
provide customers with the lowest tape total in their respective market. In
our markets, this low price strategy is uniquely complemented by a broad
assortment of high quality perishables and our focus on providing the same
level of customer service and variety found in traditional supermarkets. For
example, many of our Pick 'n Save stores have pharmacies, in-store banks and
full-service deli, meat and bakery departments.

Copps. The majority of our Copps stores are operated as combination food
and drug stores, with the remainder operated as traditional supermarkets. We
believe that our Copps stores have developed a reputation within their
markets for providing superior customer service and quality perishables.
Additionally, our Copps stores operate under a promotion-driven pricing
strategy through weekly advertising circulars which is complemented by
Copps' successful loyalty card program.

approximately 800 licensee and independent retail locations. Our customer base
includes company-owned stores, licensed Pick 'n Save locations and single and
multi-location independent retailers. We are a full-service distributor with a
broad product line that includes dry grocery, frozen food, fresh produce, meat,
dairy products, bakery goods and non-food products offered under both national
brands and private labels, including our own Roundy's and Old Time labels. Our
nine wholesale distribution centers aggregate approximately 3.9 million square
feet, approximately 80% of which we own. Based upon 2001 annual net sales, we
are the eighth largest food wholesaler in the United States and a leading food
wholesaler in the Midwest. We believe that our annual wholesale net sales
volume provides us with economies of scale and substantial purchasing power. We
are currently planning to close our Muskegon, Michigan wholesale facility and
consolidate the operations of that facility with those of our Westville,
Indiana wholesale facility.

We are a corporation organized under the laws of the State of Wisconsin. Our
principal executive offices are located at 23000 Roundy Drive, Pewaukee,
Wisconsin 53072, and our telephone number is (262) 953-7999. Our website is
www.roundys.com. The information contained on the website is not part of this
prospectus and is not incorporated in this prospectus by reference.

Our Strengths

Strong Regional Franchise with a Long History. We first entered the
wholesale distribution business in 1872, and Copps began its wholesale
operations in 1892. The first Copps retail store was opened in 1946, and the
first Pick 'n Save store was introduced in 1975. Over the course of our
130-year operating history, we believe that we have developed strong ties with
the communities in which we operate, as reflected in a recent survey that found
that Milwaukee metropolitan area shoppers believed that Pick 'n Save maintains
superior community involvement. As a result of our long operating history, our
commitment to high quality service and our strong community ties, we believe
that we have developed strong customer loyalty and brand name recognition
across our Roundy's, Pick 'n Save and Copps banners.

Leading Market Positions. We believe we have developed a valuable and
strategically located store base, strong brand name recognition across both of
our major store banners and private labels, customer loyalty and a reputation
as a quality and service leader. A recent independent survey of customer
perceptions indicated that Pick 'n Save stores outperformed their metropolitan
Milwaukee peers with respect to overall variety, level of in-store service,
total value for the money and overall rating as the place to shop for
groceries. The Pick 'n Save banner maintains the number one market position in
Milwaukee with an estimated 40% market share in the metropolitan area, which
has a population of approximately 1.5 million. Additionally, through our Pick
'n Save and Copps banners, we maintain the number one market position in
several other large Wisconsin markets, including Madison, Appleton and Racine.

Prime Locations with a Modern Store Base. The majority of our stores are
situated in high traffic areas throughout Milwaukee and other attractive urban
and suburban markets. We believe that this gives us a strong position with
respect to new competitive entrants as our store base would be difficult to
replicate. According to an independent research firm, approximately 59% of
Milwaukee metropolitan area shoppers cited convenient store locations as a
reason for selecting Pick 'n Save as their primary supermarket. In addition, we
believe that maintaining a modern store base is critically important and a key
component of our focus on customer service. Approximately 79% of our stores
have been newly built or remodeled within the past five years. Going forward,
we expect to complete either a major or minor remodeling of each of our stores
every five to seven years to maintain our stores' modern appearance and our
competitive position within our markets.

and other customers under supply contracts to maintain their relationship with
us and maximize their purchases from us. Our license and supply agreements
typically contain some or all of the following provisions:

. license of the Pick 'n Save banner;

. sublease of the real property and associated building;

. long term (current remaining average life of over five years);

. minimum purchase amounts;

. the supply of private labels that we control, including the Roundy's and
Old Time labels;

. our right of first refusal to purchase licensed Pick 'n Save locations; and

. other value-added services provided by us.

Long-Standing and Diverse Customer Relationships. Our 25 largest wholesale
customers, excluding company-owned stores, accounted for approximately 41% of
our wholesale net sales in 2001 and have been conducting business with us for
an average of 22 years. We attribute our long-standing customer relationships
to our high quality distribution system, superior customer service levels,
competitive prices and strong private label program. Additionally, we have a
diverse customer base of approximately 800 retail locations, with our largest
independent licensee or wholesale customer accounting for approximately five
percent of our wholesale operations' net sales in 2001.

Experienced Management Team with Strong Track Record. Robert A. Mariano,
our new Chairman, Chief Executive Officer and President, and Darren W. Karst,
our new Executive Vice President and Chief Financial Officer, both have a
significant amount of experience in the grocery business. Messrs. Mariano and
Karst are the former Chief Executive Officer and Chief Financial Officer,
respectively, of Dominick's Supermarkets, Inc. While at Dominick's, Messrs.
Mariano and Karst were successful in implementing numerous operational
initiatives that improved the financial performance of Dominick's. Such
initiatives included a substantial new store development and existing store
renovation program, improved labor productivity, increased private label
penetration and a migration of the sales mix to higher margin perishable
products. Messrs. Mariano and Karst are joining our knowledgeable and
experienced senior management team, which has an average of 16 years of
experience with us and 28 years within the industry. Following the closing of
the Transactions (as defined below), Messrs. Mariano and Karst and other
members of Roundy's senior management will beneficially own approximately
10-12% of our fully diluted common equity.

Our Strategy

Pursue Operational Enhancements. We believe we have the opportunity to
enhance revenue growth and improve margins through the implementation of
selected operational enhancements. Specifically, we believe that we can
continue our recent trend of improving profit margins by:

. shifting our product mix towards higher margin perishable and specialty
products;

. centralizing purchasing functions to further improve economic terms from
our supplier base; and

. increasing sales derived from our higher margin private labels.

Additionally, as we pursue our growth strategy for our retail operations,
our consolidated margins are expected to benefit as our sales mix shifts
increasingly to our higher margin retail operations. We also believe there are
opportunities for us to reduce our operating expenses through a continued focus
on labor productivity, as well as the pursuit of further wholesale distribution
network efficiencies.

Expand our Store Base. We intend to maintain and build upon our market
leadership positions in our primary markets by selectively expanding our store
base in and around our primary market of Wisconsin. We believe we can leverage
our widely recognized Pick 'n Save banner and market leadership positions to
strategically open new stores and fill in our geographic footprint. We believe
that Wisconsin, which has a population of approximately 5.4 million, has
numerous attractive new store opportunities due to population growth and our
desire to expand our presence in selected underserved markets.

Pursue Strategic Acquisition Opportunities. We will continue to evaluate
and selectively pursue strategic acquisitions that complement our existing
retail operations in and around our primary market of Wisconsin. During the
past several years, we have focused our acquisition activities on (i) the
consolidation of the Pick 'n Save banner via the acquisition of licensees and
(ii) the purchase of larger chains with strong market positions within our
primary market of Wisconsin. We believe that the acquisition of licensed Pick
'n Save operators are strategically attractive, complementary transactions with
minimal integration risk, as evidenced by our acquisition and successful
integration of 24 licensed Pick 'n Save locations in 2000. Additionally, we
believe that the purchase of other retail operators in and around Wisconsin
would provide us with substantial economic benefits given our familiarity with
the market and by enabling us to leverage additional sales through our existing
wholesale distribution network and infrastructure.

The Transactions

Pursuant to a share exchange agreement dated April 8, 2002 by and among
Roundy's, Inc. and Roundy's Acquisition Corp. or "RAC", we entered into a
series of transactions that resulted in Roundy's becoming a wholly owned
subsidiary of RAC. This transaction was completed on June 6, 2002. RAC is a
corporation formed at the direction of Willis Stein & Partners III, L.P. for
the purpose of acquiring Roundy's. RAC is owned by investment funds controlled
by Willis Stein, certain other associated investors, and Messrs. Mariano and
Karst. For ease of reference, we collectively refer to these investors as the
"equity investors" in this prospectus. The acquisition of Roundy's and related
financing transactions consisted of the following, which we refer to
collectively as the "Transactions":

. the purchase by the equity investors of preferred and common stock of RAC
for approximately $314.5 million in cash;

. the borrowing by Roundy's of approximately $250.0 million under a term
loan;

. the rollover of approximately $13.9 million of capital leases;

. the offering of $225.0 million in aggregate principal amount of notes
described in this prospectus; and

. the acquisition of all of the issued and outstanding capital stock of
Roundy's, Inc. by RAC, resulting in Roundy's becoming a wholly owned
subsidiary of RAC, and the payment of the acquisition consideration in
connection therewith and the payment of related fees and expenses.

Sources and Uses of Funds

The approximate sources and uses of funds for the Transactions were as
follows:

Sources of Funds Amount (1)
---------------- -------------
(in millions)

Senior Credit Facility:
Revolving credit facility (2).................. $ --
Term loan...................................... 250.0
8 7/8% Subordinated Notes due 2012................ 225.0
Rollover of capital leases........................ 13.9
Cash from equity investors........................ 314.5

------
Total sources.............................. $803.4
======

Use of Funds Amount (1)
------------ -------------
(in millions)

Acquisition consideration (3)..................... $529.5
Accrued interest and swap settlement costs........ 6.5
Roundy's transaction expenses..................... 8.5
Other fees and expenses (4)....................... 24.0
Rollover of capital leases........................ 13.9
Repayment of existing debt........................ 201.1
Additional working capital........................ 19.9
------
Total uses................................. $803.4
======

- --------
(1)All amounts are as of March 30, 2002. However, these amounts have not
changed significantly as of June 6, 2002.
(2)The revolving credit facility provides for borrowings of up to $125.0
million. After giving pro forma effect to the offering, we have
approximately $115.6 million of borrowing capacity under the revolving
credit facility after giving effect to borrowings to consummate the
Transactions and the issuance of approximately $9.4 million of letters of
credit to replace existing letters of credit under our existing credit
agreement.
(3)Under the share exchange agreement, the aggregate acquisition consideration
was equal to $750.0 million minus (1) Roundy's outstanding indebtedness on
the closing date (Roundy's outstanding indebtedness, plus accrued interest
and settlement of interest rate hedging contracts, was $221.5 million at
March 30, 2002) and Roundy's actual transaction expenses of approximately
$8.5 million, plus (2) the lesser of (A) the tax savings realized by
Roundy's as a result of payments made on account of existing employee
incentives in connection with the sale or (B) $9.5 million.
(4)Includes commitment, placement and other financing fees, and legal,
accounting and other professional fees.

The Sponsor

Willis Stein & Partners, headquartered in Chicago, is a leading private
equity investment firm specializing in investments in profitable, well-managed
and growing businesses targeting the consumer products and services, media,
telecommunications, business services, manufacturing and health care
industries. The principals of Willis Stein have made investments in more than
40 companies and currently manage approximately $3 billion of equity capital
through their three limited partnership funds. Willis Stein is currently
investing its third fund, a $1.8 billion private equity fund established in
2000.

Willis Stein's investment strategy is to build long-term value in the
companies it acquires, emphasizing collaboration with highly motivated
management teams to develop and implement operating strategies that will
enhance value. The companies in which it invests typically have strong
franchises with leading market positions.

-----------------

Summary of the Exchange Offer

The Initial Offering of
Outstanding Notes......... We sold the outstanding notes on May 23, 2002 to
Bear, Stearns & Co. Inc. and CIBC World Markets
Corp. We collectively refer to those parties in
this prospectus as the "initial purchasers." The
initial purchasers subsequently resold the
outstanding notes to qualified institutional
buyers pursuant to Rule 144A under the Securities
Act of 1933, as amended.

Registration Rights Agreement Simultaneously with the initial sale of the
outstanding notes, we entered into a registration
rights agreement for the exchange offer. In the
registration rights agreement, we agreed, among
other things, to use our reasonable best efforts
to file a registration statement with the SEC
within 90 days and to complete this exchange
offer within 210 days of issuing the outstanding
notes. The exchange offer is intended to satisfy
your rights under the registration rights
agreement. After the exchange offer is complete,
you will no longer be entitled to any exchange or
registration rights with respect to your
outstanding notes.

The Exchange Offer.......... We are offering to exchange the exchange notes,
which have been registered under the Securities
Act for your outstanding notes, which were issued
on May 23, 2002 in the initial offering. In order
to be exchanged, an outstanding note must be
properly tendered and accepted. All outstanding
notes that are validly tendered and not validly
withdrawn will be exchanged. We will issue
exchange notes promptly after the expiration of
the exchange offer.

Resales..................... We believe that the exchange notes issued in the
exchange offer may be offered for resale, resold
and otherwise transferred by you without
compliance with the registration and prospectus
delivery provisions of the Securities Act
provided that:

. the exchange notes are being acquired in the
ordinary course of your business;

. you are not participating, do not intend to
participate, and have no arrangement or
understanding with any person to participate,
in the distribution of the exchange notes
issued to you in the exchange offer; and

. you are not our affiliate.

If any of these conditions are not satisfied and
you transfer any exchange notes issued to you in
the exchange offer without delivering a
prospectus meeting the requirements of the
Securities Act or without an exemption from
registration of your exchange notes from these
requirements you may incur liability under the
Securities Act. We will not assume, nor will we
indemnify you against, any such liability.

Each broker-dealer that is issued exchange notes
in the exchange offer for its own account in
exchange for outstanding notes that were acquired
by that broker-dealer as a result of
market-marking or other trading activities, must
acknowledge that it will deliver a prospectus
meeting the requirements of the Securities Act in
connection with any resale of the exchange notes.
A broker-dealer may use this prospectus for an
offer to resell, resale or other retransfer of
the exchange notes issued to it in the exchange
offer.

Record Date................. We mailed this prospectus and the related
exchange offer documents to registered holders of
outstanding notes on , 2002.

Expiration Date............. The exchange offer will expire at 5:00 p.m., New
York City time, , 2002, unless we
decide to extend the expiration date.

Conditions to the Exchange
Offer..................... The exchange offer is not subject to any
condition other than that the exchange offer not
violate applicable law or any applicable
interpretation of the staff of the SEC.

Procedures for Tendering
Outstanding Notes......... We issued the outstanding notes as global
securities. When the outstanding notes were
issued, we deposited the global notes
representing the outstanding notes with BNY
Midwest Trust Company, as book-entry depositary.
BNY Midwest Trust Company issued a
certificateless depositary interest in each
global note we deposited with it, which
represents a 100% interest in the notes, to The
Depositary Trust Company, known as DTC.
Beneficial interests in the outstanding notes,
which are held by direct or indirect participants
in DTC through the certificateless depositary
interest, are shown on records maintained in
book-entry form by DTC.

You may tender your outstanding notes through
book-entry transfer in accordance with DTC's
Automated Tender Offer Program, known as ATOP. To
tender your outstanding notes by a means other
than book-entry transfer, a letter of transmittal
must be completed and signed according to the
instructions contained in the letter. The letter
of transmittal and any other documents required
by the letter of transmittal must be delivered to
the exchange agent by mail, facsimile, hand
delivery or overnight carrier. In addition, you
must deliver the outstanding notes to the
exchange agent or comply with the procedures for
guaranteed delivery. See "The Exchange
Offer--Procedures for Tendering Outstanding
Notes" for more information.

Do not send letters of transmittal and
certificates representing outstanding notes to
us. Send these documents only to the exchange
agent. See "The Exchange Offer--Exchange Agent"
for more information.

Special Procedures for
Beneficial Owners......... If you are the beneficial owner of book-entry
interests and your name does not appear on a
security position listing of DTC as the holder of
the book-entry interests or if you are a
beneficial owner of outstanding notes that are
registered in the name of a broker, dealer,
commercial bank, trust company or other nominee
and you wish to tender the book-entry interest or
outstanding notes in the exchange offer, you
should contact the person in whose name your
book-entry interests or outstanding notes are
registered promptly and instruct that person to
tender on your behalf.

Withdrawal Rights........... You may withdraw the tender of your outstanding
notes at any time prior to 5:00 p.m., New York
City time on , 2002.

Federal Income Tax
Considerations............ The exchange of outstanding notes will not be a
taxable event for United States federal income
tax purposes.

Use of Proceeds............. We will not receive any proceeds from the
issuance of exchange notes pursuant to the
exchange offer. We will pay all of our expenses
incident to the exchange offer.

Exchange Agent.............. BNY Midwest Trust Company is serving as the
exchange agent in connection with the exchange
offer.

Summary of Terms of the Exchange Notes

The form and terms of the exchange notes are the same as the form and terms
of the outstanding notes, except that the exchange notes will be registered
under the Securities Act. As a result, the exchange notes will not bear legends
restricting their transfer and will not contain the registration rights and
liquidated damage provisions contained in the outstanding notes. The exchange
notes represent the same debt as the outstanding notes. Both the outstanding
notes and the exchange notes are governed by the same indentures. We use the
term notes in this prospectus to collectively refer to the outstanding notes
and the exchange notes.

Issuer...................... Roundy's, Inc., a Wisconsin corporation.

Securities.................. $225.0 million in principal amount of 8 7/8%
Senior Subordinated Notes due 2012, Series B.

Maturity.................... June 15, 2012.

Interest.................... Annual rate: 8 7/8%. Payment frequency: every six
months on June 15 and December 15. First payment:
December 15, 2002.

Ranking..................... These notes and the subsidiary guarantees will be
unsecured senior subordinated obligations. They
will rank behind all of our and our guarantors
subsidiaries' current and future indebtedness
(other than trade payables), except indebtedness
that expressly provides that it is not senior to
these notes and the guarantees. See "Description
of Senior Credit Facility."

Assuming we had completed the Transactions on
March 30, 2002:

. Our outstanding indebtedness would have been
$263.0 million; and

. The guarantors' senior indebtedness would have
been $263.9 million, of which $250.0 million
would have consisted of guarantees of
borrowings under our senior credit facility.

Guarantees.................. The notes will be unconditionally guaranteed,
jointly and severally, by all of our domestic
restricted subsidiaries. However, not all of our
subsidiaries will be guarantors. If we cannot
make payments when they are due, the guarantor
subsidiaries must make them instead.
Optional Redemption......... We may, at our option, redeem some or all of the
notes at any time after June 15, 2007 at the
redemption prices listed in the section
"Description of Notes" under the heading
"Optional Redemption."

Before June 15, 2005, we may redeem up to 35% of
the notes with the proceeds of certain sales of
our equity at the price listed in the section
"Description of Notes" under the heading
"Optional Redemption."
Repurchase at the Option of
Holders................... If we sell certain assets or experience specific
kinds of changes in control, you may require us
to repurchase the notes at the prices listed in
the section "Description of Notes--Repurchase at
the Option of Holders."

Basic Covenants of Indenture We will issue the notes under an indenture with
BNY Midwest Trust Company, which will initially
act as trustee on your behalf. The indenture
will, among other things, restrict our ability
and the ability of our restricted subsidiaries to:

. borrow money;

. pay dividends on stock or purchase stock;

. make other restricted payments and investments;

. incur restrictions on the ability of certain of
our subsidiaries to pay dividends or make other
payments to us;

. enter into transactions with affiliates; and

. sell certain assets or merge with or into other
companies.

For more details, see "Description of
Notes--Certain Covenants."

You should refer to the section entitled "Risk Factors" for an explanation
of certain risks of participating in the exchange offer.

SUMMARY CONSOLIDATED FINANCIAL DATA

The following table presents summary historical consolidated statements of
earnings, balance sheet and other data and unaudited pro forma condensed
financial statements for the periods presented and should only be read in
conjunction with the "Unaudited Pro Forma Condensed Financial Statements,"
"Selected Historical Financial Data," "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and the audited and unaudited
consolidated financial statements of Roundy's and the related notes thereto,
all included elsewhere in this prospectus. The historical financial data for
each of the three years in the period ended December 29, 2001, have been
derived from the historical consolidated financial statements of Roundy's
audited by Deloitte & Touche LLP included elsewhere herein. The historical
financial data as of March 30, 2002 and for the three-month periods ended March
31, 2001 and March 30, 2002, have been derived from the historical unaudited
financial statements of Roundy's included elsewhere herein, which, in the
opinion of management, include all adjustments (consisting only of normal
recurring adjustments) necessary for a fair presentation. Results of operations
for an interim period are not necessarily indicative of results for a full year.

Fiscal Year Ended Three Months Ended
----------------------------------------------------- -------------------------------
December 29, March 30,
January 1, December 30, December 29, 2001 March 31, March 30, 2002
2000 2000 2001 Pro Forma(1) 2001 2002 Pro Forma(1)
---------- ------------ ------------ ------------ --------- --------- ------------
(dollars in thousands)

Statement of Earnings Data: (2)
Revenues:
Net sales and service fees (3)...... $2,656,832 $2,930,033 $3,387,761 $3,616,517 $717,740 $880,201 $880,201
Other-net (4)....................... 10,118 7,174 2,057 2,057 477 387 387
---------- ---------- ---------- ---------- -------- -------- --------
2,666,950 2,937,207 3,389,818 3,618,574 718,217 880,588 880,588
---------- ---------- ---------- ---------- -------- -------- --------
Costs and Expenses:
Cost of sales (3).................. 2,390,078 2,540,733 2,856,762 3,031,597 611,106 730,790 730,790
Operating and administrative....... 234,303 340,413(5) 465,038 519,983 93,235 126,183 129,098
Interest........................... 6,504 15,463 17,698 33,569 4,269 3,726 8,352
---------- ---------- ---------- ---------- -------- -------- --------
2,630,885 2,896,609 3,339,498 3,585,149 708,610 860,699 868,240
---------- ---------- ---------- ---------- -------- -------- --------
Earnings before patronage dividends... 36,065 40,598 50,320 33,425 9,607 19,889 12,348
Patronage dividends................... 6,447 5,035 8,681
---------- ---------- ---------- ---------- -------- -------- --------
Earnings before income taxes.......... 29,618 35,563 41,639 33,425 9,607 19,889 12,348
Provision for income taxes (6)........ 12,009 14,458 15,855(7) 10,764 4,131 8,155 5,214
---------- ---------- ---------- ---------- -------- -------- --------
Net earnings.......................... $ 17,609 $ 21,105 $ 25,784 $ 22,661 $ 5,476 $ 11,734 $ 7,134
========== ========== ========== ========== ======== ======== ========
Other Data:
EBITDA (8)............................ $ 61,392 $ 86,799 $ 112,131 $ 119,844 $ 22,843 $ 33,813 $ 33,813
Cash provided by (used in):
Operating activities............... 52,731 81,256 76,281 (7,476) 20,192
Investing activities............... (44,701) (152,083) (105,395) (2,756) (3,385)
Financing activities............... (11,739) 42,335 34,737 2,390 (13,609)
Capital expenditures.................. 35,869 37,706 32,614 38,061 3,880 3,702 3,702
Number of stores at end of period..... 23 43 61 61 41 60 60
Ratio of earnings to fixed charges (9) 5.0x 3.0x 3.0x 1.8x 2.6x 4.8x 2.2x

As of March 30, 2002
------------------------
Actual As Adjusted(10)
-------- ---------------

Balance Sheet Data:
Working capital............................................................ $ 22,761 $ 88,005
Total assets............................................................... 777,600 1,223,581
Total debt including current maturities of $34,217 and $2,250, respectively 214,995 488,900
Stockholders' equity....................................................... 182,519 314,500
Stockholders' equity including redeemable stock............................ 191,763 314,500

- --------
(1)Gives effect to the May 2001 acquisition by us of Copps and the
Transactions, as if they had been effected at the beginning of each period
presented.
(2)Fiscal 2000 and 2001 include the effects of our acquisitions of 24 Pick 'n
Save stores in the first quarter of fiscal 2000 and 21 Copps stores and a
wholesale distribution center in May 2001. As a result, year-to-year data
may not be comparable due to the effects of these acquisitions.
(3)Amounts for all periods have been restated to reflect the adoption by
Roundy's, effective December 30, 2001, of Emerging Issues Task Force (EITF)
Issue No. 01-9, "Accounting for Consideration Given by a Vendor to a
Customer or a Reseller of the Vendor's Products." The effect of the adoption
of EITF 01-9 was to classify certain sales promotions offered to retail
customers as a reduction of sales (versus including them in cost of sales as
previously recorded), with a corresponding reduction in cost of goods sold.
As a result, the adoption of this accounting principle had no effect on our
gross profit.
(4)Includes insurance settlement gains of $5.5 million and $3.3 million in
fiscal 1999 and 2000, respectively.
(5)Includes a compensation charge of $3.1 million related to a term extension
of previously granted stock options.
(6)Roundy's has historically operated a portion of its wholesale business on a
cooperative basis, and has therefore determined its federal income tax
liabilities under Subchapter T of the Internal Revenue Code, which governs
the taxation of corporations operating on a cooperative basis. Under
Subchapter T of the Internal Revenue Code, patronage dividends were deducted
by Roundy's in determining taxable income, and were generally taxable to our
former stockholders (including the value of the common stock) for federal
income tax purposes.
(7)Net of a $2.4 million income tax benefit from resolution of prior year tax
matters.
(8)EBITDA represents earnings before patronage dividends, interest, taxes,
depreciation and amortization. EBITDA is presented because we believe it is
frequently used by securities analysts, investors and other interested
parties in the evaluation of companies in our industry. However, other
companies in our industry may calculate EBITDA differently than we do.
EBITDA is not a measurement of financial performance under generally
accepted accounting principles and should not be considered as an
alternative to cash flow from operating activities or as a measure of
liquidity or an alternative to net income as indicators of our operating
performance or any other measures of performance derived in accordance with
generally accepted accounting principles. See the Statements of Consolidated
Earnings included in our consolidated financial statements included
elsewhere in this prospectus.
(9)In calculating the ratio of earnings to fixed charges, earnings consist of
income before income taxes plus fixed charges. Fixed charges consist of
interest expense (which includes amortization of deferred financing costs)
and one-third of rental expense, deemed representative of that portion of
rental expense estimated to be attributable to interest.
(10)Gives effect to the Transactions as if they had been effected on March 30,
2002.

RISK FACTORS

You should carefully consider the risk factors set forth below as well as
the other information contained in this prospectus before making a decision to
participate in the exchange offer. The risks described below are not the only
risks facing us. Any of the following risks could materially adversely affect
our business, financial condition or results of operations. Additional risks
and uncertainties not currently known to us or that we currently deem to be
immaterial may also materially and adversely affect our business operations. In
such case, you may lose all or part of your original investment.

Risks Associated with the Exchange Offer

Because there is no public market for the notes, you may not be able to
resell your notes.

The exchange notes will be registered under the Securities Act, but will
constitute a new issue of securities with no established trading market, and
there can be no assurance as to:

. the liquidity of any trading market that may develop;
. the ability of holders to sell their exchange notes; or
. the price at which the holders would be able to sell their exchange notes.

If a trading market were to develop, the exchange notes might trade at
higher or lower prices than their principal amount or purchase price, depending
on many factors, including prevailing interest rates, the market for similar
debentures and our financial performance.

We understand that the initial purchasers currently intend to make a market
in the notes. However, they are not obligated to do so, and any market-making
activity with respect to the notes may be discontinued at any time without
notice. In addition, any market-making activity will be subject to the limits
imposed by the Securities Act and the Securities Exchange Act of 1934, and may
be limited during the exchange offer or the pendency of an applicable shelf
registration statement. There can be no assurance that an active trading market
will exist for the notes or that any trading market that does develop will be
liquid.

In addition, any outstanding note holder who tenders in the exchange offer
for the purpose of participating in a distribution of the exchange notes may be
deemed to have received restricted securities, and if so, will be required to
comply with the registration and prospectus delivery requirements of the
Securities Act in connection with any resale transaction. For a description of
these requirements, see "Exchange Offer; Registration Rights."

If you fail to follow the exchange offer procedures your outstanding notes will
not be accepted for exchange.

We will not accept your notes for exchange if you do not follow the exchange
offer procedures. We will issue exchange notes as part of this exchange offer
only after a timely receipt of your outstanding notes, a properly completed and
duly executed letter of transmittal and all other required documents.
Therefore, if you want to tender your outstanding notes, please allow
sufficient time to ensure timely delivery. If we do not receive your notes,
letter of transmittal and other required documents by the expiration date of
the exchange offer, we will not accept your notes for exchange. We are under no
duty to give notification of defects or irregularities with respect to the
tenders of outstanding notes for exchange. If there are defects or
irregularities with respect to your tender of notes, we will not accept your
notes for exchange.

If you do not exchange your outstanding notes, your outstanding notes will
continue to be subject to the existing transfer restrictions and you may not be
able to sell your outstanding notes.

We did not register the outstanding notes, nor do we intend to do so
following the exchange offer. Outstanding notes that are not tendered will
therefore continue to be subject to the existing transfer restrictions and may
be transferred only in limited circumstances under the securities laws. If you
do not exchange your outstanding notes, you will lose your right to have your
outstanding notes registered under the federal securities laws. As a result, if
you hold outstanding notes after the exchange offer, you may not be able to
sell your outstanding notes.

Risks Relating to the Notes

Our substantial indebtedness could adversely affect our financial health and
prevent us from fulfilling our obligations under these notes.

As a result of the Transactions, we have a significant amount of
indebtedness. On March 30, 2002, after giving pro forma effect to the
Transactions, we would have had total indebtedness of $488.9 million (of which
$225.0 million would have consisted of the notes and $263.9 million would have
consisted of senior debt). Also after giving pro forma effect to the
Transactions, our ratio of earnings to fixed charges would have been 1.8 to 1
for fiscal 2001 and 2.2 to 1 for the three months ended March 30, 2002.

Our substantial indebtedness could have important consequences to you. For
example, it could:

. make it more difficult for us to satisfy our obligation to pay interest
and principal with respect to these notes;

. increase our vulnerability to general adverse economic and industry
conditions;

. require us to dedicate a substantial portion of our cash flow from
operations to payments on our indebtedness, thereby reducing the
availability of our cash flow to fund working capital, capital
expenditures and other general corporate purposes;

. limit our flexibility in planning for, or reacting to, changes in our
business and the industry in which we operate;

. place us at a competitive disadvantage compared to our competitors that
have less debt; and

. limit our ability to borrow additional funds.

In addition, the indenture and our senior credit facility contain financial and
other restrictive covenants that limit our ability to engage in activities that
may be in our long-term best interests. Our failure to comply with those
covenants could result in an event of default which, if not cured or waived,
could result in the acceleration of all of our debts.

Despite current indebtedness levels, we and our subsidiaries may still be able
to incur substantially more debt. This could further exacerbate the risks
associated with our substantial leverage.

We and our subsidiaries may be able to incur substantial additional
indebtedness in the future. The terms of the indenture do not fully prohibit us
or our subsidiaries from doing so. Our senior credit facility permits
additional borrowings of up to $115.6 million, subject to the covenants
contained therein, and all of those borrowings would rank senior to the notes
and the subsidiary guarantees. If new debt is added to our current debt levels,
the related risks that we now face could intensify. See "Description of Senior
Credit Facility."

To service our indebtedness, we will require a significant amount of cash. Our
ability to generate cash depends on many factors beyond our control.

Our ability to make payments on and to refinance our indebtedness, including
these notes, and to fund planned capital expenditures will depend on our
ability to generate cash in the future. This, to a certain extent, is subject
to general economic, financial, competitive, legislative, regulatory and other
factors that are beyond our control.

Based on our current level of operations, we believe our cash flow from
operations, available cash and available borrowings under our senior credit
facility, will be adequate to meet our future liquidity needs for at least the
next 12 months.

We cannot assure you, however, that our business will generate sufficient
cash flow from operations, or future borrowings will be available to us under
our senior credit facility in an amount sufficient to enable us to pay our
indebtedness, including these notes, or to fund our other liquidity needs. We
may need to refinance all or a portion of our indebtedness, including these
notes on or before maturity. We cannot assure you that we will be able to
refinance any of our indebtedness, including our senior credit facility and
these notes, on commercially reasonable terms or at all.

The indenture for the notes and our senior credit facility will restrict our
ability and the ability of most of our subsidiaries to engage in some business
and financial transactions.

The indenture for the notes, among other things, restricts our ability and
the ability of our restricted subsidiaries to, among other things:

. incur additional indebtedness;

. pay dividends on, redeem or repurchase capital stock;

. in the case of non-guarantor subsidiaries, guarantee indebtedness without
also guaranteeing the notes;

. in the case of restricted subsidiaries, create or permit to exist dividend
or payment restrictions with respect to us;

. make investments;

. incur or permit to exist liens;

. enter into transactions with affiliates;

. merge or consolidate with another company; and

. transfer or sell assets.

Our senior credit facility also contains a number of covenants that:

. require us to meet specified financial ratios and financial tests;

. limit our capital expenditures;

. restrict our ability to declare dividends;

. restrict our ability to redeem and repurchase capital stock;

. limit our ability to incur additional liens;

. limit our ability to engage in sale-leaseback transactions; and

. limit our ability to incur additional indebtedness and make investments.

Our senior credit facility also contains other covenants customary for
credit facilities of this nature. Our ability to borrow under our senior credit
facility depends upon satisfaction of these covenants. Events beyond our
control can affect our ability to meet these covenants.

Our failure to comply with obligations under the indenture for the notes or
the senior credit facility may result in an event of default under the
indenture or the senior credit facility. A default, if not cured or waived, may
permit acceleration of our indebtedness. We cannot be certain that we will have
funds available to remedy these defaults. If our indebtedness is accelerated,
we cannot be certain that we will have sufficient funds available to pay the
accelerated indebtedness or that we will have the ability to refinance the
accelerated indebtedness on terms favorable to us or at all.

Your right to receive payments on these notes is junior to our existing
indebtedness and possibly all of our future borrowings. Further, the guarantees
of these notes are junior to all of our guarantors' existing indebtedness and
possibly to all their future borrowings.

These notes and the subsidiary guarantees rank behind all of our and the
subsidiary guarantors' existing indebtedness (other than trade payables) and
all of our and their future borrowings (other than trade payables), except any
future indebtedness that expressly provides that it ranks equal with, or
subordinated in right of payment to, the notes and the guarantees. As a result,
upon any distribution to our creditors or the creditors of the guarantors in a
bankruptcy, liquidation or reorganization or similar proceeding relating to us
or the guarantors or our or their property, the holders of our senior debt and
the guarantors will be entitled to be paid in full in cash before any payment
may be made with respect to these notes or the subsidiary guarantees.

In addition, all payments on the notes and the guarantees will be blocked in
the event of a payment default on senior debt and may be blocked for up to 179
of 360 consecutive days in the event of certain non-payment defaults on senior
debt.

In the event of a bankruptcy, liquidation or reorganization or similar
proceeding relating to us or the guarantors, holders of the notes will
participate with trade creditors and all other holders of our and the
guarantors' subordinated indebtedness in the assets remaining after we and the
subsidiary guarantors have paid all of our senior debt. However, because the
indenture requires that amounts otherwise payable to holders of the notes in a
bankruptcy or similar proceeding be paid to holders of senior debt instead,
holders of the notes may receive less, ratably, than holders of trade payables
in any such proceeding. In any of these cases, we and the subsidiary guarantors
may not have sufficient funds to pay all of our creditors and holders of notes
may receive less, ratably, than the holders of our senior debt.

Assuming we had completed the Transactions on March 30, 2002, these notes
and the subsidiary guarantees would have been subordinated to $263.9 million of
senior debt and approximately $115.6 million would have been available for
borrowing as additional senior debt under our senior credit facility, subject
to the covenants contained therein. Under the terms of the indenture we will be
permitted to incur substantial additional indebtedness, including senior debt,
in the future.

We may not have the ability to raise the funds necessary to finance the change
of control offer required by the indenture.

Upon the occurrence of certain specific kinds of change of control events,
we will be required to offer to repurchase all outstanding notes at 101% of the
principal amount thereof plus accrued and unpaid interest and liquidated
damages, if any, to the date of repurchase. However, it is possible that we
will not have sufficient funds at the time of the change of control to make the
required repurchase of notes or that restrictions in our senior credit facility
will not allow such repurchases. In addition, certain important corporate
events, such as leveraged recapitalizations that would increase the level of
our indebtedness, would not constitute a "Change of Control" under the
indenture. See "Description of Notes--Repurchase at the Option of Holders."

Federal and state statutes allow courts, under specific circumstances, to void
guarantees and require note holders to return payments received from guarantors.

Under the federal bankruptcy law and comparable provisions of state
fraudulent transfer laws, a guarantee could be voided, or claims in respect of
a guarantee could be subordinated to all other debts of that guarantor if,
among other things, the guarantor, at the time it incurred the indebtedness
evidenced by its guarantee:

. received less than reasonably equivalent value or fair consideration for
the incurrence of such guarantee; and

. was insolvent or rendered insolvent by reason of such incurrence; or

. was engaged in a business or transaction for which the guarantor's
remaining assets constituted unreasonably small capital; or

. intended to incur, or believed that it would incur, debts beyond its
ability to pay such debts as they matured.

In addition, any payment by that guarantor pursuant to its guarantee could
be voided and required to be returned to the guarantor, or to a fund for the
benefit of the creditors of the guarantor.

The measures of insolvency for purposes of these fraudulent transfer laws
will vary depending upon the law applied in any proceeding to determine whether
a fraudulent transfer has occurred. Generally, however, a guarantor would be
considered insolvent if:

. the sum of its debts, including contingent liabilities, were greater than
the fair saleable value of all of its assets; or

. the present fair saleable value of its assets were less than the amount
that would be required to pay its probable liability on its existing
debts, including contingent liabilities, as they became absolute and
mature; or

. it could not pay its debts as they became due.

On the basis of historical financial information, recent operating history
and other factors, we believe that each guarantor, after giving effect to its
guarantee of these notes, will not be insolvent, will not have unreasonably
small capital for the business in which it is engaged and will not have
incurred debts beyond its ability to pay such debts as they mature. We cannot
assure you, however, as to what standard a court would apply in making these
determinations or that a court would agree with our conclusions in this regard.

Risks Relating to our Business

The markets in which we compete are highly competitive.

The wholesale food distribution and retail grocery industries are highly
competitive and characterized by relatively high inventory turnover at
relatively low profit margins. A significant portion of our sales are made at
prices based on the cost of products we sell plus a percentage markup. As a
result, our profit levels may be negatively impacted if we are forced to
respond to competitive pressure by reducing prices.

This level of competition has caused our industry to undergo changes as
participants seek to lower costs, further increasing pressure on the industry's
already low profit margins. In addition to price competition, food wholesalers
also compete with regard to 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. Similarly, in the
retail arena participants also compete with regard to quality and assortment,
store location and format, sales promotions, advertising, availability of
parking, hours of operation and store appeal. As a result of these pressures,
alternative format food stores such as warehouse stores and supercenters,
benefiting from concentrated buying power and low-cost distribution technology,
have increasingly gained market share at the expense of traditional supermarket
operators, including independent operators, many of whom are our customers. The
market share of such alternative format stores is expected to grow in the
future. An additional result of these pressures can be seen in vendors
increasingly directing their efforts to large retail supermarket chains that
are capable of purchasing directly from producers and distributing products to
their supermarkets for sale to consumers. We believe that these changes have
led to reduced margins and lower profitability among many of our customers.

Food wholesalers also compete based on willingness to invest capital in
their customers. Some of these competitors have, and new competitors may have,
substantially greater financial and other resources than we have. Furthermore,
consolidation in the industry, heightened competition among our suppliers, new
entrants and trends toward vertical integration could create additional
competitive pressures that reduce margins and adversely affect our business,
financial condition and results of operations.

We may be unsuccessful in managing the growth of our business or integrating
acquisitions.

As part of our long-term strategy, we intend to pursue strategic acquisition
opportunities in the retail grocery store industry primarily in and around our
existing primary market of Wisconsin. In pursuing this acquisition strategy, we
face risks commonly encountered with growth through acquisition. These risks
include, but are not limited to, incurring significantly higher than
anticipated financing related risks 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 we have no or limited experience, disrupting our
ongoing business and dissipating our management resources. Realization of the
anticipated benefits of a strategic acquisition may take several years or may
not occur at all. Our acquisition strategy will place a significant strain on
our management, operational, financial and other resources. The success of our
acquisition strategy will depend on many factors, including our ability to:

. identify suitable acquisition opportunities;

. successfully close acquisitions at valuations that will provide
anticipated returns on invested capital;

. quickly and effectively integrate acquired operations in order to realize
operating synergies;

. obtain necessary financing on satisfactory terms; and

. make the payments on the substantial indebtedness that we might incur as a
result of these acquisitions.

There can be no assurance that we will be able to successfully execute our
acquisition strategy, and any failure to do so could have a material adverse
effect on our business, financial condition and results of operations.

Although we are not currently a party to any agreement with respect to any
pending acquisition that we believe is probable and material to our business,
we have engaged in and continue to engage in evaluations and discussions with
respect to potential acquisitions.

We may face credit losses as a result of loans to independent retailers.

From time to time, we extend secured loans to our licensed Pick 'n Save
wholesale customers and our independent retail customers to assist them in
remodeling and expanding existing retail locations and to develop new retail
outlets. Such loans are generally extended to small businesses in the normal
course of business and are unrated and generally illiquid. Our portfolio of
loans to our licensed Pick 'n Save wholesale customers and our independent
retail customers had an aggregate balance of approximately $21.8 million at
January 1, 2000, approximately $10.5 million at December 30, 2000,
approximately $9.9 million at December 29, 2001 and approximately $9.4 million
at March 30, 2002.

We also provide from time to time in the normal course of business financial
assistance to our licensed Pick 'n Save wholesale customers and our independent
retail customers by guaranteeing customer loans and leases entered into by them
directly with lessors. As of March 30, 2002, we guaranteed approximately $1.2
million of such loans and leases of our licensed Pick 'n Save wholesale
customers and our independent retail customers. In addition, we lease store
sites and equipment for sublease to qualified licensed Pick 'n Save wholesale
customers and our independent retail customers. During the fiscal years ended
January 1, 2000, December 30, 2000 and December 29, 2001 we received aggregate
rental income of $23.3 million, $23.3 million and, $21.8 million, respectively
from such sublease arrangements and we expect to receive similar amounts going
forward.

Subject to the provisions of the indenture, we intend to continue, and
possibly increase, the amount of loans, guarantees and subleases to our
licensed Pick 'n Save wholesale customers and our independent retail customers,
and there can be no assurance that credit losses from existing or future loans
or commitments will not have a material adverse effect on our business,
financial condition and results of operations.

The loss of the services of any member of our senior management team could
adversely affect our business.

We depend on the services of our senior management team. The loss or
interruption of the continued full-time services of certain key personnel
including Robert A. Mariano, our Chairman, President and Chief Executive
Officer, and Darren W. Karst, our Executive Vice President and Chief Financial
Officer, could have a material adverse effect on our business and there can be
no assurance that we will be able to find replacements with equivalent skills
or experience at acceptable salaries.

Strikes, work stoppages and slowdowns could negatively affect our results of
operations.

We currently participate in 25 union contracts covering employees in our
retail and wholesale operations. These contracts, which expire between April
2002 and June 2005, apply to approximately 36% of our approximately 13,500
employees. We cannot assure you that our relations with the unionized portion
of our workforce will remain positive or that our workforce will not initiate a
strike, work stoppage or slowdown in the future. In the event of such an
action, our business, financial condition and results of operations could be
negatively affected, and we cannot assure you that we would be able to
adequately meet the needs of our customers utilizing our remaining workforce.
In addition, we cannot assure you that we would not have similar actions with
our nonunionized workforce.

We may face increased labor costs.

Our continued success depends on our ability to attract and retain qualified
personnel in all areas of our business. We compete with other businesses in our
markets with respect to attracting and retaining qualified

employees. The labor market is currently tight and we expect the tight labor
market to continue. A shortage of qualified employees may require us to
continue to enhance our 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 our labor costs
will not continue to increase, or that such increases can be recovered through
increased prices charged to customers. Any significant failure by us to attract
and retain qualified employees, to control our labor costs or to recover any
increased labor costs through increased prices charged to customers could have
a material adverse effect on our business, financial condition and results of
operations.

Our historical financial information contained in this prospectus may have
limited relevance.

During all of the periods for which historical financial information is
presented in the prospectus, we operated a portion of our food wholesale
operations on a cooperative basis. However, none of our retail operations were
operated or regulated by the rules governing the cooperative. In connection
therewith, we were required under our by-laws to pay to our former stockholders
a patronage dividend partially out of cash based upon the net earnings from
business conducted by us with such stockholder in any fiscal year. The amount
of such patronage dividend was equal to an amount that would reduce our net
income to such an amount as would result in an increase of eight percent in the
book value of our outstanding stock as of the close of such year. We were
required to pay at least 20% of such patronage dividend in cash, with the
remainder paid in common stock. During the past three fiscal years, our average
cash payout for the patronage dividend was approximately 30%. For federal
income tax purposes, the full amount of the patronage dividend was deducted by
us in determining our taxable income. We have ceased to operate as a
cooperative for the portion of our wholesale operations that was operated as a
cooperative. As a result, the historical financial information related to the
portion of our wholesale operations that was operated as a cooperative included
in this prospectus may not be comparable to what our results of operations,
financial position and cash flows will be in the future.

Our net sales from our customers that were formerly stockholders may decline.

Our customers that were formerly stockholders accounted for approximately
40%, 27% and 22% of our consolidated net sales in 1999, 2000, and 2001,
respectively. Our by-laws required us to pay patronage dividends to these
former stockholders based upon their wholesale business activities conducted
with us. Because these customers are no longer stockholders and we no longer
operate as a cooperative, we have ceased paying patronage dividends to them. As
a result, subject to contractual requirements, such customers may reduce the
level of their wholesale purchases from us, as compared to historical levels.
If such a decline in purchasing levels occurs, our financial performance may be
materially adversely affected if we are unable to sufficiently increase our net
sales from new or other existing customers.

Because we have few long-term contracts with suppliers and we do not control
the actual production of the products we sell, we may be unable to obtain
adequate supplies of our products.

We obtain substantially all of our grocery and non-food products from other
suppliers, with whom, for the most part, we do not have long-term contracts.
Although our purchasing volume can provide leverage when dealing with
suppliers, suppliers may not provide the food products and supplies we need in
the quantities requested for a variety of reasons such as job actions or
strikes by their employees and transportation interruptions. Similarly, because
we do not control the actual production of the products we sell, we are also
subject to delays caused by interruptions in production based on conditions
outside of our control including weather, crop conditions and catastrophic
events. Our inability to obtain adequate supplies of our food products as a
result of any of the foregoing factors, or otherwise, could mean that we might
not be able to fulfill our obligations to our customers, and as a result, our
customers may turn to other distributors.

As a result of selling food products, we face the risk of exposure to product
liability claims and adverse publicity.

The packaging, marketing and distribution of food products purchased from
others entails an inherent risk of product liability, product recall and
resultant adverse publicity. Such products may contain contaminants that

may be inadvertently redistributed by us. These contaminants may, in certain
cases, result in illness, injury or death if the contaminants are not
eliminated by processing at the foodservice or consumer level. Even an
inadvertent shipment of adulterated products is a violation of law and may lead
to an increased risk of exposure to product liability claims. There can be no
assurance that such claims will not be asserted against us or that we will not
be obligated to perform such a recall in the future. If a product liability
claim is successful, our insurance may not be adequate to cover all liabilities
we may incur, and we may not be able to continue to maintain such insurance, or
obtain comparable insurance at a reasonable cost, if at all. We generally seek
contractual indemnification and insurance coverage from parties supplying us
products, but this indemnification or insurance coverage is limited by the
creditworthiness of the indemnifying party, and their insurance carriers, if
any, as well as the insured limits of any insurance provided by suppliers. If
we do not have adequate insurance or contractual indemnification available,
product liability claims relating to defective products could have a material
adverse effect on our ability to successfully market our products and on our
business, financial condition and results of operations. In addition, even if a
product liability claim is not successful or is not fully pursued, the negative
publicity surrounding any assertion that our products caused illness or injury
could have a material adverse effect on our reputation with existing and
potential customers and on our business, financial condition and results of
operations.

Government regulation could increase our legal and regulatory expenses.

Our distribution and retail facilities are subject to various federal, state
and local workplace regulations including, but not limited to, the laws, rules
and regulations pertaining to liquor licensing. Failure to comply with all
applicable laws and regulations could subject us to civil remedies, including
fines, injunctions, recalls, seizures and criminal sanctions, which could have
a material adverse effect on our business, financial condition and results of
operations. However, compliance with current or future laws or regulations
could require us to make material expenditures or otherwise adversely affect
the way we operate our business and our results of operations and financial
condition.

Environmental regulation could increase our legal and regulatory expenses.

We are subject to increasingly stringent federal, state and local laws,
regulations and ordinances that (i) govern activities or operations that may
have adverse environmental effects, such as discharges to air and water, as
well as handling and disposal practices for solid and hazardous wastes and (ii)
impose liability for the costs of cleaning up, and certain damages resulting
from, sites of past spills, disposals or other releases of hazardous materials.
In particular, under applicable environmental laws, we may be responsible for
remediation of environmental conditions and may be subject to associated
liabilities (including liabilities resulting from lawsuits brought by private
litigants) relating to our facilities and the land on which our facilities are
situated, regardless of whether we lease or own the facilities or land in
question and regardless of whether such environmental conditions were created
by us or by a prior owner or tenant. For example, under applicable
environmental laws we may incur expenses with regard to the operation of fuel
centers at certain locations. Although we typically conduct a limited
environmental review prior to acquiring or leasing new facilities or raw land,
there can be no assurance that known or unknown environmental conditions
relating to prior, existing or future facility sites or our activities or the
activities of our predecessor in interest will not have a material adverse
effect on us. It is difficult to predict future environmental costs as the
costs of environmental compliance vary significantly depending on the extent,
source and location of the contamination, geological and hydrological
conditions, available reimbursement by state agencies, the enforcement policies
of regulatory agencies and other factors.

Our operations are vulnerable to certain national and regional events, trends
and conditions.

The food industry is sensitive to national and economic conditions. Our
results of operations also 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 these factors will not have a material adverse effect on our business,
financial condition or results of operations. See "Business--Competition."
Moreover, as our operations are concentrated in Wisconsin and elsewhere in the
Midwestern region of the United States, increased competition in this region
from other national and regional supermarket chains, warehouse club stores,
discount stores and other local retailers, changes in local consumer
preferences, inclement weather or a general economic downturn in the region
could materially adversely affect our sales, lead to lower earnings or losses
and materially adversely affect our future growth and operations.

Our principal stockholders may have interests in conflict with the interests of
our noteholders.

Funds associated with Willis Stein (the "Willis Stein Funds") and associated
investors own approximately 88-90% of the common stock of RAC, our parent
company and the sole stockholder of Roundy's. Under the terms of a security
holders agreement, all of the stockholders of RAC agreed to vote in favor of
those individuals designated by the Willis Stein Funds to serve on the board of
directors of RAC and Roundy's, Inc. and the Willis Stein Funds have the right
to appoint a majority of the directors. As a result, the Willis Stein Funds
have the ability to control the policies and operations of Roundy's.
Circumstances may occur in which the interests of the Willis Stein Funds, as
the principal stockholders of our parent, could be in conflict with your
interests as a holder of our notes. In addition, our equity investors may have
an interest in pursuing acquisitions, divestitures and other transactions that,
in their judgment, could enhance their equity investment, even though such
transactions might involve risks to you as a holder of our notes.

We have not obtained Arthur Andersen's consent to be named in this Registration
Statement as having certified the consolidated financial statement of The Copps
Corporation as of and for the year ended January 26, 2001. This may limit your
ability to assert a claim against Arthur Andersen.

We have not been able to obtain, after reasonable efforts, the written
consent of Arthur Andersen to our naming it in this Registration Statement as
having certified the consolidated financial statements of The Copps Corporation
as of and for the year ended January 26, 2001, as required by Section 7 of the
Securities Act. Accordingly, you will not be able to sue Arthur Andersen
pursuant to Section 11(a)(4) of the Securities Act and therefore your right to
recovery under that section may be limited as a result of the lack of consent.

THE TRANSACTIONS

On April 8, 2002, Roundy's, Inc. and RAC entered into a share exchange
agreement pursuant to which, among other things and subject to the terms and
conditions contained therein, RAC would acquire all of the issued and
outstanding capital stock of Roundy's. As a result, Roundy's became a
wholly-owned subsidiary of RAC upon the consummation of the acquisition. RAC is
a corporation formed at the direction of Willis Stein for the purpose of
acquiring Roundy's and owned by the Willis Stein Funds, certain other
associated investors and Messrs. Mariano and Karst. Willis Stein and associated
investors own approximately 88-90% of RAC's common stock on a fully-diluted
basis. The share exchange agreement contained customary provisions including
representations and warranties, covenants with respect to the conduct of the
business and various closing conditions, including the continued accuracy of
representations and warranties and the receipt by RAC of sufficient financing
proceeds.

The acquisition of Roundy's and the related financing transactions consisted
of the following:

. the purchase by the equity investors of preferred and common stock of RAC
for approximately $314.5 million in cash;

. the borrowing by Roundy's of approximately $250.0 million under a term
loan;

. the rollover of approximately $13.9 million of capital leases; and

. the offering of $225.0 million in aggregate principal amount of notes.

The shareholders of Roundy's approved the acquisition on May 21, 2002, and
the acquisition and related financing transactions were consummated on June 6,
2002.

Historically, a significant portion of Roundy's common stock was
beneficially owned by the owners of 99 retail grocery stores serviced by
Roundy's. These former stockholders received patronage dividends from us based
on the level of their purchases in an amount that reduced our net income to
such amount as would result in an eight percent increase in the book value of
Roundy's outstanding stock as of the close of such year (calculated after the
payment of patronage dividends). The patronage dividend was payable at least
20% in cash and the remainder in common stock, with an average of approximately
30% paid in cash over the past three years. Such patronage dividends are no
longer payable. See "Risk Factors--Our historical financial information
contained in this prospectus may have limited relevance" and "Unaudited Pro
Forma Financial Statements."

We historically operated a portion of our food wholesale business on a
cooperative basis, and therefore determined its federal income tax liabilities
under Subchapter T of the Internal Revenue Code, which governs the taxation of
corporations operating on a cooperative basis. Under Subchapter T of the
Internal Revenue Code, patronage dividends were deducted by us in determining
taxable income, and were generally taxable to our former stockholders
(including the value of the common stock distributed as a patronage dividend)
for federal income tax purposes. We have, however, ceased operating as a
cooperate that portion of our wholesale business that was historically opeated
as a cooperative and currently determine our income tax liabilities under
Subchapter C of the Internal Revenue Code.

For more information on the various agreements that we entered into in
connection with the Transactions, see "Risk Factors" and "Certain Relationships
and Related Transactions."

USE OF PROCEEDS

This exchange offer is intended to satisfy certain of our obligations under
the registration rights agreement. We will not receive any cash proceeds from
the issuance of the exchange notes. In consideration for issuing the exchange
notes contemplated in this prospectus, we will receive outstanding notes in
like principal amount, the form and terms of which are the same as the form and
terms of the exchange notes, except as otherwise described in this prospectus.

We used the gross proceeds from the issuance of the notes of approximately
$225.0 million, together with the other financing transactions described
herein, to consummate the acquisition and pay related fees and expenses.

The following table summarizes the approximate sources and uses of funds for
the Transactions.

Sources of Funds Amount (1)
---------------- ------------
(dollars
in millions)

Senior Credit Facility:
Revolving credit facility (2).. $ --
Term loan...................... 250.0
8 7/8% Subordinated Notes due 2012 225.0
Rollover of capital leases........ 13.9
Cash equity from equity investors. 314.5

------
Total sources.............. $803.4
======

Uses of Funds Amount (1)
------------- ------------
(dollars
in millions)

Acquisition consideration (3)....... $529.5
Accrued interest and swap settlement
costs............................. 6.5
Roundy's transaction expenses....... 8.5
Other fees and expenses (4)......... 24.0
Rollover of capital leases.......... 13.9
Repayment of existing debt.......... 201.1
Additional working capital.......... 19.9
------
Total uses................... $803.4
======

- --------
(1)All amounts are as of March 30, 2002. However, these amounts have not
changed as of June 6, 2002.
(2)The revolving credit facility provides for borrowings of up to $125.0
million. After giving pro forma effect to the offering, we have
approximately $115.6 million of borrowing capacity under the revolving
credit facility after giving effect to borrowings to consummate the
Transactions and the issuance of approximately $9.4 million of letters of
credit to replace existing letters of credit under our existing credit
agreement.
(3)Under the share exchange agreement the aggregate acquisition consideration
was equal to $750.0 million minus (1) Roundy's outstanding indebtedness on
the closing date (Roundy's outstanding indebtedness, plus accrued interest
and settlement of interest rate hedging contracts, was $221.5 million at
March 30, 2002) and Roundy's actual transaction expenses of approximately at
$8.5 million, plus (2) the lesser of (A) the tax savings realized by
Roundy's as a result of payments made on account of existing employee
incentives in connection with the sale and (B) $9.5 million.
(4)Includes commitment, placement, and other financing fees, and legal,
accounting and other professional fees.

EXCHANGE OFFER; REGISTRATION RIGHTS

The issuer, the guarantors and the initial purchasers entered into a
registration rights agreement in connection with the original issuance of the
notes. The registration rights agreement provides that we will take the
following actions at our expense, for the benefit of the holders of the notes.

. Within 90 days after the date on which the outstanding notes were issued,
we will file the exchange offer registration statement, of which this
prospectus is a part, relating to the exchange offer. The exchange notes
will have terms substantially identical in all material respects to the
outstanding notes except that the exchange notes will not contain transfer
restrictions.

. We will cause the exchange offer registration statement to be declared
effective under the Securities Act within 180 days after the date on which
the outstanding notes were issued.

. We will keep the exchange offer open for least 30 business days, or longer
if required by applicable law, after the date notice of the exchange offer
is mailed to the holders.

For each of the outstanding notes surrendered in the exchange offer, the
holder who surrendered the note will receive an exchange note having a
principal amount equal to that of the surrendered note. Interest on each
exchange note will accrue from the later of (1) the last interest payment date
on which interest was paid on the outstanding note surrendered, (2) if no
interest has been paid on the outstanding note, from the date on which the
outstanding note was issued. If the note is surrendered for exchange on a date
in a period that includes the record date for an interest payment date to occur
on or after the date of the exchange will accrue from that interest payment
date.

Under existing interpretations of the SEC contained in several no-action
letters to third parties, after the exchange offer the exchange notes will be
freely transferable by holders of the notes, other than our affiliates, without
further registration under the Securities Act. However, each holder that wishes
to exchange its outstanding notes for exchange notes will be required to make
the following representations.

. Any exchange notes to be received by the holder will be acquired in the
ordinary course of business.

. At the time of the commencement of the exchange offer, the holder has no
arrangement or understanding with any person to participate in the
distribution, within the meaning of Securities Act, of the exchange notes
in violation of the Securities Act.

. The holder is not our affiliate as defined in Rule 405 promulgated under
Securities Act.

. If the holder is not a broker-dealer, it is not engaged in, and does not
intend to engage in, the distribution of exchange notes.

. If the holder is a broker-dealer that will receive exchange notes for its
own account in exchange for outstanding notes that were acquired as a
result of market-making or other trading activities, the holder will
deliver a prospectus in connection with any resale of the exchange notes.
We refer to these broker-dealers as a participating broker-dealers.

. The holder is not acting on behalf of any person or entity that could not
truthfully make these representations.

We will agree to make available, during the period required by the
Securities Act, a prospectus meeting the requirements of the Securities Act for
use by participating broker-dealers and any other persons with similar
prospectus delivery requirements for use in connection with any resale of
exchange notes.

We will be required to file a shelf registration statement covering resales
of the outstanding notes if:

(1) because of any change in law or in currently prevailing
interpretations of the staff of the SEC, we are not permitted to effect an
exchange offer,

(2) the exchange offer is not consummated within 210 days of the date on
which the outstanding notes were issued,

(3) in some circumstances, the holders of unregistered exchange notes so
request, or

(4) in the case of any holder that participates in the exchange offer,
the holder does not receive exchange notes on the date of the exchange that
may be sold without restriction under state and federal securities laws.

In addition, we have agreed to use our best efforts to keep effective the
shelf registration statement until the earlier of two years after the date on
which the outstanding notes were issued or the time when all of the applicable
notes have been sold under the shelf registration statement.

We will, in the event that a shelf registration statement is filed, provide
to each holder copies of the prospectus that is a part of the shelf
registration statement, notify each holder when the shelf registration
statement for the outstanding notes has become effective and take other actions
as are required to permit unrestricted resales of the outstanding notes. A
holder that sells outstanding notes that were registered on the shelf
registration statement:

. will be required to be named as a selling security holder in the related
prospectus and to deliver a prospectus to purchasers,

. will be subject to applicable civil liability provisions under Securities
Act in connection with the sales, and

. will be bound by the provisions of the registration rights agreement that
are applicable to the holder, including indemnification rights and
obligations.

If we fail to comply with any of the above provisions or if the exchange
offer registration statement or the shelf registration statement fails to
become effective, then, as liquidated damages, additional interest will become
payable in respect to the outstanding notes as calculated below.

(1) If

(A) neither the exchange offer registration statement nor a shelf
registration statement is filed with the SEC on or prior to 90 days
after the date on which the outstanding notes were issued or

(B) notwithstanding that we have consummated or will consummate an
exchange offer, we are required to file a shelf registration statement
and the shelf registration statement is not filed on or prior to the
date required by the registration rights agreement,

then commencing on the day after the required filing date, additional
interest shall accrue on the principal amount of the notes. Additional
interest will accrue at a rate of 0.5% per annum for the first 90 days
immediately following the required filing date, and the additional interest
rate will increase by an additional 0.5% per annum at the beginning of each
subsequent 90-day period.

(2) If

(A) neither the exchange offer registration statement nor a shelf
registration statement is declared effective by the 180th day after the
date on which the outstanding notes were issued or, with respect to any
shelf registration statement, the later of the 90th day after the date
the shelf registration was filed or the 180th day after the date on
which outstanding notes were issued, or

(B) notwithstanding that we have consummated or will consummate an
exchange offer, we are required to file a shelf registration statement
and the shelf registration statement is not declared effective by the
SEC on or prior to the relevant effectiveness date,

then, commencing on the day after either the required effectiveness date,
additional interest will accrue on the principal amount of the notes.
Additional interest will accrue at a rate of 0.5% per annum for the first 90

days immediately following the required effectiveness date, and the
additional interest rate will increase by an additional 0.5% per annum at
the beginning of each subsequent 90-day period.

(3) If

(A) the issuers have not exchanged exchange notes for all securities
validly tendered in the exchange offer on or prior to the 30th business
day after the effective date of the exchange offer registration
statement,

(B) if applicable, a shelf registration statement has been declared
effective and the shelf registration statement ceases to be effective at
any time during the effectiveness period, or

then in each case, the issuer and the guarantors jointly and severally agree
to pay to each holder of notes liquidated damages. Liquidated damages will
accrue in an amount equal to $.05 per week per $1,000 of notes for the first
90 days commencing on

. 31st business day after the effective date, in the case of (A) above,

. the day the shelf registration statement ceases to be effective in the
case of (B) above or

. the day the suspension period commences in the case of (C) above.

The amount of liquidated damages will increase by an additional $.05 per
week per $1,000 of notes at the beginning of each subsequent 90-day period.

Liquidated damages on the notes may not increase under more than one of
clauses (1) through (3) above at any one time and at no time can the aggregate
amount of liquidated damages accruing exceed in the aggregate $.50 per week per
$1,000 of notes. In addition, upon

. the filing of the exchange offer registration statement or a shelf
registration statement in the case of clause (1) above,

. the effectiveness of the exchange offer registration statement or a shelf
registration statement in the case of clause (2) above, or

. the exchange of the applicable exchange notes for all notes tendered, in
the case of clause (3)(A) above,

. the effectiveness of the applicable shelf registration statement which had
ceased to remain effective, in the case of clause (3)(B) above, or

. the termination of the suspension period, in the case of clause (3)(C)
above,

liquidated damages on the notes shall cease to accrue. Any amounts of
liquidated damages due as a result of the circumstances described in clause
(1), (2) or (3) above will be payable in cash on the same original interest
payment dates as the notes.

Following the consummation of the exchange offer, holders of the outstanding
notes who were eligible to participate in the exchange offer but who did not
tender their outstanding notes will not have any further registration rights
and the outstanding notes will continue to be subject to certain restrictions
on transfer. Accordingly, the liquidity of the market for the outstanding notes
could be adversely affected.

Terms of the Exchange Offer

Upon the terms and subject to the conditions set forth in this prospectus
and in the letter of transmittal, we will accept any and all outstanding notes
validly tendered and not withdrawn prior to 5:00 p.m., New York City

time, on the expiration date of the exchange offer. We will issue $1,000
principal amount of exchange notes in exchange for each $1,000 principal amount
of outstanding notes accepted in the exchange offer. Any holder may tender some
or all of its outstanding notes pursuant to the exchange offer. However,
outstanding notes may be tendered only in integral multiples of $1,000.

The form and terms of the exchange notes are the same as the form and terms
of the outstanding notes except that:

(1) the exchange notes bear a Series B designation and a different CUSIP
Number from the outstanding notes;

(2) the exchange notes have been registered under the Securities Act and
hence will not bear legends restricting the transfer thereof; and

(3) the holders of the exchange notes will not be entitled to certain
rights under the registration rights agreement, including the provisions
providing for an increase in the interest rate on the outstanding notes in
certain circumstances relating to the timing of the exchange offer, all of
which rights will terminate when the exchange offer is terminated.

The exchange notes will evidence the same debt as the outstanding notes and
will be entitled to the benefits of the indenture.

As of the date of this prospectus, $225,000,000 aggregate principal amount
of the outstanding notes were outstanding. We have fixed the close of business
on , 2002 as the record date for the exchange offer for purposes of
determining the persons to whom this prospectus and the letter of transmittal
will be mailed initially.

Holders of outstanding notes do not have any appraisal or dissenters' rights
under the Wisconsin Business Corporation Law, or the indenture relating to the
notes in connection with the exchange offer. We intend to conduct the exchange
offer in accordance with the applicable requirements of the Exchange Act and
the rules and regulations of the SEC thereunder.

We will be deemed to have accepted validly tendered outstanding notes when,
as and if we have given oral or written notice thereof to the exchange agent.
The exchange agent will act as agent for the tendering holders for the purpose
of receiving the exchange notes from us.

If any tendered outstanding notes are not accepted for exchange because of
an invalid tender, the occurrence of specified other events set forth in this
prospectus or otherwise, the certificates for any unaccepted outstanding notes
will be returned, without expense, to the tendering holder thereof as promptly
as practicable after the expiration date of the exchange offer.

Holders who tender outstanding notes in the exchange offer will not be
required to pay brokerage commissions or fees or, subject to the instructions
in the letter of transmittal, transfer taxes with respect to the exchange of
outstanding notes pursuant to the exchange offer. We will pay all charges and
expenses, other than transfer taxes in certain circumstances, in connection
with the exchange offer. See "--Fees and Expenses."

Expiration Date; Extensions; Amendments

The term "expiration date" will mean 5:00 p.m., New York City time, on
, 2002, unless we, in our sole discretion, extend the exchange offer, in
which case the term "expiration date" will mean the latest date and time to
which the exchange offer is extended.

In order to extend the exchange offer, we will notify the exchange agent of
any extension by oral or written notice and will mail to the registered holders
an announcement thereof, each prior to 9:00 a.m., New York City time, on the
next business day after the previously scheduled expiration date.

We reserve the right, in our sole discretion, (1) to delay accepting any
outstanding notes, to extend the exchange offer or to terminate the exchange
offer if any of the conditions set forth below under "--Conditions" have not
been satisfied, by giving oral or written notice of any delay, extension or
termination to the exchange agent or (2) to amend the terms of the exchange
offer in any manner. Any delay in acceptance, extension, termination or
amendment will be followed as promptly as practicable by oral or written notice
thereof to the registered holders.

Interest on the Exchange Notes

The exchange notes will bear interest from their date of issuance. Holders
of outstanding notes that are accepted for exchange will receive, in cash,
accrued interest thereon to, but not including, the date of issuance of the
exchange notes. Such interest will be paid with the first interest payment on
the exchange notes on December 15, 2002. Interest on the outstanding notes
accepted for exchange will cease to accrue upon issuance of the exchange notes.

Interest on the exchange notes is payable semi-annually on each June 15 and
December 15, commencing on December 15, 2002.

Procedures for Tendering

Only a holder of outstanding notes may tender outstanding notes in the
exchange offer. To tender in the exchange offer, a holder must complete, sign
and date the letter of transmittal, or a facsimile thereof, have the signatures
thereon guaranteed if required by the letter of transmittal or transmit an
agent's message in connection with a book-entry transfer, and mail or otherwise
deliver the letter of transmittal or the facsimile, together with the
outstanding notes and any other required documents, to the exchange agent prior
to 5:00 p.m., New York City time, on the expiration date. To be tendered
effectively, the outstanding notes, letter of transmittal or an agent's message
and other required documents must be completed and received by the exchange
agent at the address set forth below under "Exchange Agent" prior to 5:00 p.m.,
New York City time, on the expiration date. Delivery of the outstanding notes
may be made by book-entry transfer in accordance with the procedures described
below. Confirmation of the book-entry transfer must be received by the exchange
agent prior to the expiration date.

The term "agent's message" means a message, transmitted by a book-entry
transfer facility to, and received by, the exchange agent forming a part of a
confirmation of a book-entry, which states that the book-entry transfer
facility has received an express acknowledgement from the participant in the
book-entry transfer facility tendering the outstanding notes that the
participant has received and agrees: (1) to participate in ATOP; (2) to be
bound by the terms of the letter of transmittal; and (3) that we may enforce
the agreement against the participant.

By executing the letter of transmittal, each holder will make to us the
representations set forth above in the third paragraph under the heading
"--Purpose and Effect of the Exchange Offer."

The tender by a holder and our acceptance thereof will constitute agreement
between the holder and us in accordance with the terms and subject to the
conditions set forth in this prospectus and in the letter of transmittal or
agent's message.

The method of delivery of outstanding notes and the letter of transmittal or
agent's message and all other required documents to the exchange agent is at
the election and sole risk of the holder. As an alternative to delivery by
mail, holders may wish to consider overnight or hand delivery service. In all
cases, sufficient time should be allowed to assure delivery to the exchange
agent before the expiration date. No letter of transmittal or old notes should
be sent to us. Holders may request their respective brokers, dealers,
commercial banks, trust companies or nominees to effect the above transactions
for them.

Any beneficial owner whose outstanding notes are registered in the name of a
broker, dealer, commercial bank, trust company or other nominee and who wishes
to tender should contact the registered holder promptly

and instruct the registered holder to tender on the beneficial owner's behalf.
See "Instructions to Registered Holder and/or Book-Entry Transfer Facility
Participant from Beneficial Owner" included with the letter of transmittal.

Signatures on a letter of transmittal or a notice of withdrawal, as the case
may be, must be guaranteed by a member of the Medallion System unless the
outstanding notes tendered pursuant to the letter of transmittal are tendered
(1) by a registered holder who has not completed the box entitled "Special
Registration Instructions" or "Special Delivery Instructions" on the letter of
transmittal or (2) for the account of a member firm of the Medallion System. In
the event that signatures on a letter of transmittal or a notice of withdrawal,
as the case may be, are required to be guaranteed, the guarantee must be by a
member firm of the Medallion System.

If the letter of transmittal is signed by a person other than the registered
holder of any outstanding notes listed in this prospectus, the outstanding
notes must be endorsed or accompanied by a properly completed bond power,
signed by the registered holder as the registered holder's name appears on the
outstanding notes with the signature thereon guaranteed by a member firm of the
Medallion System.

If the letter of transmittal or any outstanding notes or bond powers are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
offices of corporations or others acting in a fiduciary or representative
capacity, the person signing should so indicate when signing, and evidence
satisfactory to us of its authority to so act must be submitted with the letter
of transmittal.

We understand that the exchange agent will make a request promptly after the
date of this prospectus to establish accounts with respect to the outstanding
notes at DTC for the purpose of facilitating the exchange offer, and subject to
the establishment thereof, any financial institution that is a participant in
DTC's system may make book-entry delivery of outstanding notes by causing DTC
to transfer the outstanding notes into the exchange agent's account with
respect to the outstanding notes in accordance with DTC's procedures for the
transfer. Although delivery of the outstanding notes may be effected through
book-entry transfer into the exchange agent's account at DTC, unless an agent's
message is received by the exchange agent in compliance with ATOP, an
appropriate letter of transmittal properly completed and duly executed with any
required signature guarantee and all other required documents must in each case
be transmitted to and received or confirmed by the exchange agent at its
address set forth below on or prior to the expiration date, or, if the
guaranteed delivery procedures described below are complied with, within the
time period provided under the procedures. Delivery of documents to DTC does
not constitute delivery to the exchange agent.

All questions as to the validity, form, eligibility, including time of
receipt, acceptance of tendered outstanding notes and withdrawal of tendered
outstanding notes will be determined by us in our sole discretion, which
determination will be final and binding. We reserve the absolute right to
reject any and all outstanding notes not properly tendered or any outstanding
notes our acceptance of which would, in the opinion of our counsel, be
unlawful. We also reserve the right in our sole discretion to waive any
defects, irregularities or conditions of tender as to particular outstanding
notes. Our interpretation of the terms and conditions of the exchange offer,
including the instructions in the letter of transmittal, will be final and
binding on all parties. Unless waived, any defects or irregularities in
connection with tenders of outstanding notes must be cured within the time we
determine. Although we intend to notify holders of defects or irregularities
with respect to tenders of outstanding notes, neither we, the exchange agent
nor any other person will incur any liability for failure to give the
notification. Tenders of outstanding notes will not be deemed to have been made
until the defects or irregularities have been cured or waived. Any outstanding
notes received by the exchange agent that are not properly tendered and as to
which the defects or irregularities have not been cured or waived will be
returned by the exchange agent to the tendering holders, unless otherwise
provided in the letter of transmittal, as soon as practicable following the
expiration date.

Guaranteed Delivery Procedures

Holders who wish to tender their outstanding notes and (1) whose outstanding
notes are not immediately available, (2) who cannot deliver their outstanding
notes, the letter of transmittal or any other required documents

to the exchange agent or (3) who cannot complete the procedures for book-entry
transfer, prior to the expiration date, may effect a tender if:

(A) the tender is made through a member firm of the Medallion System;

(B) prior to the expiration date, the exchange agent receives from a
member firm of the Medallion System a properly completed and duly executed
Notice of Guaranteed Delivery by facsimile transmission, mail or hand
delivery setting forth the name and address of the holder, the certificate
number(s) of the outstanding notes and the principal amount of outstanding
notes tendered, stating that the tender is being made thereby and
guaranteeing that, within three New York Stock Exchange trading days after
the expiration date, the letter of transmittal or facsimile thereof together
with the certificate(s) representing the outstanding notes or a confirmation
of book-entry transfer of the outstanding notes into the exchange agent's
account at DTC, and any other documents required by the letter of
transmittal will be deposited by the member firm of the Medallion System
with the exchange agent; and

(C) the properly completed and executed letter of transmittal of
facsimile thereof, as well as the certificate(s) representing all tendered
outstanding notes in proper form for transfer or a confirmation of
book-entry transfer of the outstanding notes into the exchange agent's
account at DTC, and all other documents required by the letter of
transmittal are received by the exchange agent within five New York Stock
Exchange trading days after the expiration date.

Upon request to the exchange agent, a Notice of Guaranteed Delivery will be
sent to holders who wish to tender their outstanding notes according to the
guaranteed delivery procedures set forth above.

Withdrawal of Tenders

Except as otherwise provided in this prospectus, tenders of outstanding
notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on
the expiration date.

To withdraw a tender of outstanding notes in the exchange offer, a telegram,
telex, letter or facsimile transmission notice of withdrawal must be received
by the exchange agent at its address set forth in this prospectus prior to 5:00
p.m., New York City time, on the expiration date of the exchange offer. Any
notice of withdrawal must:

(1) specify the name of the person having deposited the outstanding notes
to be withdrawn;

(2) identify the outstanding notes to be withdrawn, including the
certificate number(s) and principal amount of the outstanding notes, or, in
the case of outstanding notes transferred by book-entry transfer, the name
and number of the account at DTC to be credited;

(3) be signed by the holder in the same manner as the original signature
on the letter of transmittal by which the outstanding notes were tendered,
including any required signature guarantees, or be accompanied by documents
of transfer sufficient to have the trustee with respect to the outstanding
notes register the transfer of the outstanding notes into the name of the
person withdrawing the tender; and

(4) specify the name in which any outstanding notes are to be registered,
if different from that of the person depositing the outstanding notes to be
withdrawn.

All questions as to the validity, form and eligibility, including time of
receipt, of the notices will be determined by us, which determination will be
final and binding on all parties. Any outstanding notes so withdrawn will be
deemed not to have been validly tendered for purposes of the exchange offer and
no exchange notes will be issued with respect thereto unless the outstanding
notes so withdrawn are validly retendered. Any outstanding notes which have
been tendered but which are not accepted for exchange will be returned to the
holder thereof without cost to the holder as soon as practicable after
withdrawal, rejection of tender or termination of the exchange offer. Properly
withdrawn outstanding notes may be retendered by following one of the
procedures described above under "--Procedures for Tendering" at any time prior
to the expiration date.

Conditions

Notwithstanding any other term of the exchange offer, we will not be
required to accept for exchange, or exchange notes for, any outstanding notes,
and may terminate or amend the exchange offer as provided in this prospectus
before the acceptance of the outstanding notes, if:

(1) any action or proceeding is instituted or threatened in any court or
by or before any governmental agency with respect to the exchange offer
which, in our sole judgment, might materially impair our ability to proceed
with the exchange offer or any material adverse development has occurred in
any existing action or proceeding with respect to us or any of our
subsidiaries; or

(2) any law, statute, rule, regulation or interpretation by the Staff of
the SEC is proposed, adopted or enacted, which, in our sole judgment, might
materially impair our ability to proceed with the exchange offer or
materially impair the contemplated benefits of the exchange offer to us; or

(3) any governmental approval has not been obtained, which approval we
will, in our sole discretion, deem necessary for the consummation of the
exchange offer as contemplated by this prospectus.

If we determine in our sole discretion that any of the conditions are not
satisfied, we may (1) refuse to accept any outstanding notes and return all
tendered outstanding notes to the tendering holders, (2) extend the exchange
offer and retain all outstanding notes tendered prior to the expiration of the
exchange offer, subject, however, to the rights of holders to withdraw the
outstanding notes (see "--Withdrawal of Tenders") or (3) waive the unsatisfied
conditions with respect to the exchange offer and accept all properly tendered
outstanding notes which have not been withdrawn.

Exchange Agent

BNY Midwest Trust Company has been appointed as exchange agent for the
exchange offer. Questions and requests for assistance, requests for additional
copies of this prospectus or of the letter of transmittal and requests for
Notice of Guaranteed Delivery should be directed to the exchange agent
addressed as follows:

By Overnight Courier or Registered/Certified Mail: By Hand:

The Bank of New York The Bank of New York
101 Barclay Street--7 East 101 Barclay Street--7 East
New York, New York 10286 New York, New York 10286
Attention: Diane Amoroso, Corporate Trust Services Window
Corporate Trust Department, Attention: Diane Amoroso,
Reorganization Unit Reorganization Unit

Facsimile Transmission: For Information Telephone:
(212) 298-1915 (212) 815-3758

Confirm Receipt of Facsimile by Telephone:
(212) 815-3758

Delivery to an address other than set forth above will not constitute a valid delivery.

Fees and Expenses

We will bear the expenses of soliciting tenders. The principal solicitation
is being made by mail; however, additional solicitation may be made by
telegraph, telecopy, telephone or in person by our and our affiliates' officers
and regular employees.

We have not retained any dealer-manager in connection with the exchange
offer and will not make any payments to brokers, dealers or others soliciting
acceptances of the exchange offer. We will, however, pay the exchange agent
reasonable and customary fees for its services and will reimburse it for its
reasonable out-of-pocket expenses incurred in connection with these services.

We will pay the cash expenses to be incurred in connection with the exchange
offer. Such expenses include fees and expenses of the exchange agent and
trustee, accounting and legal fees and printing costs, among others.

Accounting Treatment

The exchange notes will be recorded at the same carrying value as the
outstanding notes, which is face value, as reflected in our accounting records
on the date of exchange. Accordingly, we will not recognize any gain or loss
for accounting purposes as a result of the exchange offer. The expenses of the
exchange offer will be charged to expense as incurred.

Consequences of Failure to Exchange

The outstanding notes that are not exchanged for exchange notes pursuant to
the exchange offer will remain restricted securities. Accordingly, the
outstanding notes may be resold only:

(1) to us upon redemption thereof or otherwise;

(2) so long as the outstanding notes are eligible for resale pursuant to
Rule 144A, to a person inside the United States whom the seller reasonably
believes is a qualified institutional buyer within the meaning of Rule 144A
under the Securities Act in a transaction meeting the requirements of Rule
144A, in accordance with Rule 144 under the Securities Act, or pursuant to
another exemption from the registration requirements of the Securities Act,
which other exemption is based upon an opinion of counsel reasonably
acceptable to us;

(3) outside the United States to a foreign person in a transaction
meeting the requirements of Rule 904 under the Securities Act; or

(4) pursuant to an effective registration statement under the Securities
Act, in each case in accordance with any applicable securities laws of any
state of the United States.

Resale of the Exchange Notes

With respect to resales of exchange notes, based on interpretations by the
Staff of the SEC set forth in no-action letters issued to third parties, we
believe that a holder or other person who receives exchange notes, whether or
not the person is the holder, other than a person that is our affiliate within
the meaning of Rule 405 under the Securities Act, in exchange for outstanding
notes in the ordinary course of business and who is not participating, does not
intend to participate, and has no arrangement or understanding with any person
to participate, in the distribution of the exchange notes, will be allowed to
resell the exchange notes to the public without further registration under the
Securities Act and without delivering to the purchasers of the exchange notes a
prospectus that satisfies the requirements of Section 10 of the Securities Act.
However, if any holder acquires exchange notes in the exchange offer for the
purpose of distributing or participating in a distribution of the exchange
notes, the holder cannot rely on the position of the Staff of the SEC expressed
in the no-action letters or any similar interpretive letters, and must comply
with the registration and prospectus delivery requirements of the Securities
Act in connection with any resale transaction, unless an exemption from
registration is otherwise available. Further, each broker-dealer that receives
exchange notes for its own account in exchange for outstanding notes, where the
outstanding notes were acquired by the broker-dealer as a result of
market-making activities or other trading activities, must acknowledge that it
will deliver a prospectus in connection with any resale of the exchange notes.

CAPITALIZATION

The following table sets forth our unaudited cash and cash equivalents and
consolidated capitalization as of March 30, 2002, on an actual basis, and as
adjusted to give pro forma effect to the Transactions as if they had occurred
on March 30, 2002. The table below should be read in conjunction with the
"Unaudited Pro Forma Condensed Financial Statements" and our consolidated
financial statements and related notes included elsewhere in this prospectus.

As of March 30, 2002
--------------------
Actual Pro Forma
-------- ---------
(dollars in thousands)

Cash and cash equivalents..................... $ 48,714 $ 68,614
======== =========
Long-term debt (including current maturities):
Senior credit facility:
Revolving credit facility(1)........... $ $
Term loan.............................. 250,000
Existing credit agreement.................. 177,500
Capital lease obligations.................. 13,894 13,894
Other long-term debt....................... 201
-------- ---------
Total senior debt...................... 191,595 263,894
Existing subordinated notes................ 23,400
Notes offered hereby....................... 225,000
-------- ---------
Total debt............................. 214,995 488,894
Total shareholders' equity.................... 191,763 314,500
-------- ---------
Total capitalization................... $406,758 $803,394
======== =========

- --------
(1)Assuming the completion of the Transactions on March 30, 2002, on a pro
forma basis, we would have had approximately $115.6 million of unused
borrowing capacity under the revolving credit portion of the senior credit
facility. See "Description of Senior Credit Facility."

UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS

The following unaudited pro forma condensed consolidated financial
statements have been derived by the application of pro forma adjustments to our
historical consolidated financial statements included elsewhere in this
prospectus. The unaudited pro forma condensed statements of consolidated
earnings for the periods presented give effect to the Transactions, as if they
had been consummated at the beginning of each of the periods presented. The
unaudited pro forma condensed consolidated balance sheet data give effect to
the Transactions, as if they all had occurred on March 30, 2002. The unaudited
pro forma condensed statement of consolidated earnings for the year ended
December 29, 2001 combines the consolidated operations of Roundy's for the year
ended December 29, 2001 with the operations of Copps for the period from
December 31, 2000 to May 19, 2001, the date Copps was acquired by Roundy's. The
historical statements of earnings of Copps excludes the results of stores
closed by Copps prior to its acquisition by Roundy's. Assumptions underlying
the pro forma adjustments are described in the accompanying notes which should
be read in conjunction with these unaudited pro forma condensed consolidated
financial statements. The actual purchase accounting adjustments described in
the accompanying notes will be made as of the closing date of the Transactions
and may differ from those reflected in these unaudited pro forma condensed
consolidated financial statements.

The pro forma adjustments related to the purchase price allocation and
financing of the Transactions are preliminary and based on information obtained
to date and are subject to revision as additional information becomes
available. Revisions to the preliminary purchase price allocation and financing
of the Transactions may have a significant impact on the pro forma amounts of
total assets, total liabilities and stockholders' equity, cost of sales,
operating and administrative expenses and interest expense.

The unaudited pro forma condensed consolidated financial statements should
not be considered indicative of actual results that would have been achieved
had the Transactions and the Copps acquisition been consummated on the dates or
for the periods indicated and do not purport to indicate consolidated balance
sheet data or results of operations as of any future date or for any future
period.

The unaudited pro forma condensed consolidated financial statements should
be read in conjunction with the information contained in "Selected Historical
Financial Data," "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and the historical consolidated financial statements
and accompanying notes appearing elsewhere in this prospectus.

ROUNDY'S, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

As of March 30, 2002
(dollars in thousands)

Historical Adjustments (1) Pro Forma
---------- --------------- ----------

ASSETS
Cash and cash equivalents............................................. $ 48,714 $ 19,900 $ 68,614
Notes and accounts receivable--net.................................... 82,154 82,154
Merchandise inventories............................................... 228,967 3,217 232,184
Prepaid expenses...................................................... 15,038 15,038
Deferred income tax benefits.......................................... 9,693 9,005 18,698
-------- -------- ----------
Total current assets............................................... 384,566 32,122 416,688
Goodwill--net......................................................... 114,131 288,483 402,614
Other assets--net..................................................... 15,218 94,968 110,186
Property and equipment--net........................................... 263,685 23,271 286,956
-------- -------- ----------
Total Assets....................................................... $777,600 $438,844 $1,216,444
======== ======== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Current maturities of long-term debt.................................. $ 34,217 $(31,967) $ 2,250
Accounts payable...................................................... 220,194 220,194
Other current liabilities............................................. 107,395 (1,156) 106,239
-------- -------- ----------
Total current liabilities.......................................... 361,806 (33,123) 328,683
Long-term debt, less current maturities............................... 180,778 305,872 486,650
Other liabilities..................................................... 42,368 7,406 49,774
Deferred income taxes................................................. 885 35,952 36,837
-------- -------- ----------
Total liabilities.................................................. 585,837 316,107 901,944
Redeemable Common Stock............................................... 9,244 (9,244)
Stockholders' Equity:
Total Stockholders' Equity......................................... 182,519 131,981 314,500
-------- -------- ----------
Total Liabilities and Stockholders' Equity......................... $777,600 $438,844 $1,216,444
======== ======== ==========

ROUNDY'S, INC.

UNAUDITED PRO FORMA CONDENSED STATEMENT OF CONSOLIDATED EARNINGS

For the Fiscal Year Ended December 29, 2001
(dollars in thousands)

Copps
Roundy's Period from
Year Ended December 31, 2000
December 29, 2001 to May 19, 2001 Adjustments Pro Forma
----------------- ----------------- ----------- ----------

Statement of Earnings Data:
Revenues:
Net sales and service fees...... $3,387,761 $228,756 $ $3,616,517
Other--net...................... 2,057 2,057
---------- -------- -------- ----------
3,389,818 228,756 3,618,574
---------- -------- -------- ----------
Costs and Expenses:
Cost of sales................... 2,856,762 174,835 3,031,597
Operating and administrative.... 465,038 49,455 5,490 (2) 519,983
Interest........................ 17,698 554 15,317 (3) 33,569
---------- -------- -------- ----------
3,339,498 224,844 20,807 3,585,149
---------- -------- -------- ----------
Earnings before patronage dividends 50,320 3,912 (20,807) 33,425
Patronage dividends................ 8,681 (8,681)(4)
---------- -------- -------- ----------
Earnings before income taxes....... 41,639 3,912 (12,126) 33,425
Provision for income taxes......... 15,855 1,526 (6,617)(5) 10,764
---------- -------- -------- ----------
Net earnings (loss)................ $ 25,784 $ 2,386 $ (5,509) $ 22,661
========== ======== ======== ==========

ROUNDY'S, INC.

UNAUDITED PRO FORMA CONDENSED STATEMENT OF CONSOLIDATED EARNINGS

For the Three Months Ended March 30, 2002
(dollars in thousands)

Historical Adjustments Pro Forma
---------- ----------- ---------

Statement of Earnings Data:
Revenues:
Net sales and service fees...... $880,201 $ $880,201
Other--net...................... 387 387
-------- ------- --------
880,588 880,588
-------- ------- --------
Costs and Expenses:
Cost of sales................... 730,790 730,790
Operating and administrative.... 126,183 2,915 (2) 129,098
Interest........................ 3,726 4,626 (3) 8,352
-------- ------- --------
860,699 7,541 868,240
-------- ------- --------
Earnings before patronage dividends 19,889 (7,541) 12,348
Patronage dividends................
-------- ------- --------
Earnings before income taxes....... 19,889 (7,541) 12,348
Provision for income taxes......... 8,155 (2,941)(5) 5,214
-------- ------- --------
Net earnings (loss)................ $ 11,734 $(4,600) $ 7,134
======== ======= ========

ROUNDY'S, INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS

(1)Adjustments to reflect the acquisition of Roundy's including the financing
thereof and the purchase price allocation to the assets acquired and
liabilities assumed are as follows (dollars in thousands):

Adjust basis of:
Inventories.......................................... $ 3,217
Property and equipment............................... 23,271
Intangible asset--supply agreements.................. 71,946
Deferred debt issuance costs......................... 23,022
Goodwill and trademarks.............................. 288,483
Pension liability.................................... (12,662)
Other liabilities.................................... 6,412
Deferred income taxes on basis differences.............. (26,947)
Additional working capital.............................. 19,900
Issuance of new debt.................................... (475,006)
Repayment of existing debt.............................. 201,101
---------
Net equity adjustment, including redeemable common stock $ 122,737
=========

Allocation of the purchase price is based on preliminary estimates. Final
amounts could change based upon valuations to be completed after the closing
date.

(2)Adjustment reflects (a) amortization of supply agreements over an average
life of ten years, (b) additional depreciation associated with the adjusted
basis of property and equipment, over their remaining useful lives ranging
from three years to thirty-six years (c) additional deferred debt issuance
cost amortization and (d) elimination of previously recorded goodwill
amortization.

(3)Adjustment reflects additional interest expense associated with the
Transactions, assuming for the purposes of this calculation a weighted
average interest rate of 6.8%. Interest rates used are those estimated at
the time of preparing this document and may change at the time the financing
is completed. If interest rates assumed were to change by 0.125%, interest
expense would change by approximately $593,000.

(4)Adjustment reflects elimination of patronage dividends that will no longer
be paid subsequent to the Transactions.

(5)Adjustment reflects income tax effect of pretax pro forma adjustments at a
39% effective rate.

SELECTED HISTORICAL FINANCIAL DATA

The following table presents selected historical consolidated statements of
earnings, balance sheet, and other data for Roundy's for the periods presented
and should only be read in conjunction with "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and the audited and
unaudited consolidated financial statements of Roundy's and the related notes
thereto, which are included elsewhere in this prospectus. The data as of
December 30, 2000 and December 29, 2001, and for each of the three years in the
period ended December 29, 2001, have been derived from the consolidated
financial statements of Roundy's, audited by Deloitte & Touche LLP, included
elsewhere in this prospectus. The data as of January 3, 1998, January 2, 1999,
January 1, 2000 and March 31, 2001, and for the years ended January 3, 1998 and
January 2, 1999, have been derived from the related historical financial
statements of Roundy's. The data as of March 30, 2002, and for the three-month
periods ended March 31, 2001 and March 30, 2002, have been derived from the
unaudited condensed consolidated financial statements of Roundy's, included
elsewhere in this prospectus, which, in the opinion of management, include all
adjustments (consisting only of normal recurring adjustments) necessary for a
fair presentation. Results of operations for an interim period are not
necessarily indicative of results for a full year.

Fiscal Year Ended, Three Months Ended,
-------------------------------------------------------------- ------------------
January 3, January 2, January 1, December 30, December 29, March 31, March 30,
1998 1999 2000 2000 2001 2001 2002
---------- ---------- ---------- ------------ ------------ --------- ---------
(dollars in thousands)

Statement of Earnings Data: (1)
Revenues:
Net sales and service fees (2)........ $2,565,366 $2,526,405 $2,656,832 $2,930,033 $3,387,761 $717,740 $880,201
Other-net (3)......................... 3,696 2,429 10,118 7,174 2,057 477 387
---------- ---------- ---------- ---------- ---------- -------- --------
2,569,062 2,528,834 2,666,950 2,937,207 3,389,818 718,217 880,588
---------- ---------- ---------- ---------- ---------- -------- --------
Costs and Expenses:
Cost of sales (2)..................... 2,317,024 2,280,484 2,390,078 2,540,733 2,856,762 611,106 730,790
Operating and administrative.......... 218,611 215,034 234,303 340,413(4) 465,038 93,235 126,183
Interest.............................. 8,221 7,293 6,504 15,463 17,698 4,269 3,726
---------- ---------- ---------- ---------- ---------- -------- --------
2,543,856 2,502,811 2,630,885 2,896,609 3,339,498 708,610 860,699
---------- ---------- ---------- ---------- ---------- -------- --------
Earnings before patronage dividends... 25,206 26,023 36,065 40,598 50,320 9,607 19,889
Patronage dividends (5)............... 5,687 5,976 6,447 5,035 8,681
---------- ---------- ---------- ---------- ---------- -------- --------
Earnings before income taxes.......... 19,519 20,047 29,618 35,563 41,639 9,607 19,889
Provision for income taxes (6)........ 8,315 8,149 12,009 14,458 15,855(7) 4,131 8,155
---------- ---------- ---------- ---------- ---------- -------- --------
Net earnings.......................... $ 11,204 $ 11,898 $ 17,609 $ 21,105 $ 25,784 $ 5,476 $ 11,734
========== ========== ========== ========== ========== ======== ========
Other Financial Data:
EBITDA (8)............................ $ 50,559 $ 52,098 $ 61,392 $ 86,799 $ 112,131 $ 22,843 $ 33,813
Cash provided by (used in):
Operating Activities............... 51,518 55,618 52,731 81,256 76,281 (7,476) 20,192
Investing Activities............... (26,608) (22,126) (44,701) (152,083) (105,395) (2,576) (3,385)
Financing Activities............... (12,885) (13,764) (11,739) 42,335 34,737 2,390 (13,609)
Depreciation and amortization......... 17,132 18,782 18,823 30,738 44,113 8,967 10,198
Capital expenditures.................. 22,727 24,936 35,869 37,706 32,614 3,880 3,702
Ratio of earnings to fixed charges (9) 3.3x 3.7x 5.0x 3.0x 3.0x 2.6x 4.8x
Balance Sheet Data (at end of period):
Working capital....................... $ 84,074 $ 84,743 $ 67,937 $ 38,771 $ 24,940 $ 53,057 $ 22,761
Total assets.......................... 440,310 462,412 497,325 662,372 794,510 639,990 777,600
Total debt............................ 93,615 83,458 73,298 174,402 228,549 177,440 214,995
Stockholders' equity.................. 116,085 125,804 143,971 150,521 170,492 152,474 182,519
Stockholders' equity including
redeemable stock..................... 122,460 134,811 153,919 160,669 179,736 162,621 191,763

- --------
(1)Fiscal 2000 and 2001 include the effects of our acquisitions of 24 Pick 'n
Save stores in the first quarter of 2000 and 21 Copps stores and a
wholesale distribution center in May 2001. As a result, year-to-year data
may not be comparable due to the effects of these acquisitions.
(2)Amounts for all periods have been restated to reflect the adoption by
Roundy's, effective December 30, 2001, of Emerging Issues Task Force (EITF)
Issue No. 01-9, "Accounting for Consideration Given by a Vendor to a
Customer or a Reseller of the Vendor's Products." The effect of the
adoption of EITF 01-9 was to classify certain sales promotions offered to
retail customers as a reduction of sales (versus including them in cost of
sales as previously recorded), with a corresponding reduction in cost of
goods sold. As a result, the adoption of this accounting principle had no
effect on our gross profit.

(3)Includes insurance settlement gains of $5.5 million and $3.3 million in
fiscal 1999 and 2000, respectively.
(4)Includes a compensation charge of $3.1 million related to a term extension
of previously granted stock options.
(5)Historically, a significant portion of Roundy's common stock was
beneficially owned by the owners of 99 retail grocery stores serviced by
Roundy's. These former stockholders received patronage dividends from us
based on the level of their wholesale purchases from us. We were obligated
by our by-laws to pay a patronage dividend to our former stockholders out
of and based upon the net earnings from wholesale business done by us with
such former stockholders in any fiscal year in an amount which would reduce
our net income to such amount as would result in an increase of eight
percent in the book value of our outstanding stock as of the close of such
year (calculated after the payment of patronage dividends). In the event
that such net earnings level was not reached, no patronage dividends were
paid for that year. The patronage dividend was payable at least 20% in cash
and the remainder in our common stock, with an average of approximately 30%
paid in cash during each of the last three fiscal years.
(6)We have historically operated a portion of our wholesale business on a
cooperative basis, and therefore determined our federal income tax
liabilities under Subchapter T of the Internal Revenue Code, which governs
the taxation of corporations operating on a cooperative basis. Under
Subchapter T of the Internal Revenue Code, patronage dividends were
deducted by Roundy's in determining our taxable income, and were generally
taxable to our former stockholders (including the value of the common
stock) for federal income tax purposes.
(7)Net of a $2.4 million income tax benefit from resolution of prior year tax
matters.
(8)EBITDA represents earnings before patronage dividends, interest, taxes,
depreciation and amortization. EBITDA is presented because we believe it is
frequently used by securities analysts, investors and other interested
parties in the evaluation of companies in our industry. However, other
companies in our industry may calculate EBITDA differently than we do.
EBITDA is not a measurement of financial performance under generally
accepted accounting principles and should not be considered as an
alternative to cash flow from operating activities or as a measure of
liquidity or an alternative to net income as indicators of our operating
performance or any other measures of performance derived in accordance with
generally accepted accounting principles. See the Statements of
Consolidated Earnings included in our consolidated financial statements
included elsewhere in this prospectus.
(9)In calculating the ratio of earnings to fixed charges, earnings consist of
income before income taxes plus fixed charges. Fixed charges consist of
interest expense (which includes amortization of deferred financing costs)
and one-third of rental expense, deemed representative of that portion of
rental expense estimated to be attributable to interest.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results
of operations covers periods prior to the consummation of the acquisition and
related financing transactions. As part of the acquisition, we entered into the
various financing arrangements described herein and, as a result, we now have a
different capital structure. Accordingly, the results of operations for periods
subsequent to the consummation of the acquisition and related financing
transactions will not necessarily be comparable to prior periods.

Recent Acquisitions

Effective May 20, 2001, we acquired all of the outstanding stock of The
Copps Corporation for approximately $96.2 million in cash. Copps owned and
operated 21 Copps retail grocery stores and a wholesale distribution center
located in Stevens Point, Wisconsin. We financed the acquisition through
borrowings under our prior credit agreement.

On March 31, 2000, we acquired all of the outstanding stock of Mega Marts,
Inc. for approximately $125.0 million in cash and notes payable. Mega Marts
owned and operated 16 retail grocery stores, all of which were licensed Pick 'n
Save locations. Also on March 31, 2000, we acquired certain assets of NDC,
Inc., an affiliate of Mega Marts, consisting of a retail grocery store known as
the Tri-City Pick 'n Save, for approximately $11.2 million in cash. We financed
the acquisitions with borrowings under our prior credit agreement and $39.0
million in promissory notes issued to the shareholders of Mega Marts.

On February 2, 2000, we purchased seven Pick 'n Save retail grocery stores
for approximately $37.7 million in cash from Ultra Mart, Inc. On April 12,
1999, we purchased a grocery retailer for approximately $5.7 million in cash.
On August 24, 1999, we purchased a grocery retailer for $2.1 million in cash.

Net Sales and Service Fees

Net sales and service fees represents product sales less returns and
allowances and sales promotions. We derive our net sales from the operation of
retail grocery stores and the wholesale distribution of food and non-food
products. In addition, we provide specialized support services for retail
grocers, which include promotional merchandising and advertising programs,
accounting and inventory control, store development and financing and
assistance with other aspects of store management.

The table below indicates the portion of our net sales attributable to
retail sales and wholesale distribution for the periods indicated. Eliminations
represent the intercompany activity between our wholesale operations and our
company-owned retail stores.

Fiscal Year Ended, Three Months Ended,
------------------------------------ --------------------
January 1, December 30, December 29, March 31, March 30,
2000 2000 2001 2001 2002
---------- ------------ ------------ --------- ---------

Retail Operations............. $ 323,857 $ 891,666 $1,377,133 $ 256,730 $ 384,714
Wholesale Operations.......... 2,549,775 2,628,025 2,894,012 632,050 735,374
Eliminations.................. (216,800) (589,658) (883,384) (171,040) (239,887)
---------- ---------- ---------- --------- ---------
Total...................... $2,656,832 $2,930,033 $3,387,761 $ 717,740 $ 880,201
========== ========== ========== ========= =========

Costs and Expenses

Our costs and expenses consist of cost of sales, operating and
administrative expenses and interest expense.

. Cost of sales includes product costs and freight.

. Operating and administrative expenses consist primarily of personnel
costs, sales and marketing expenses, depreciation and amortization
expenses, expenses associated with our facilities, internal management
expenses, business development expenses and expenses for finance, legal,
human resources and other administrative departments.

. Interest expense includes interest on our outstanding indebtedness.

Results of Operations

The following table sets forth each category of statement of earnings data
as a percentage of net sales and service fees.

Fiscal Year Ended, Three Months Ended,
----------------------------------- ------------------
January 1, December 30, December 29, March 31, March 30,
2000 2000 2001 2001 2002
---------- ------------ ------------ --------- ---------

Statement of Earnings Data:
Revenues:
Net sales and service fees................ 100.0% 100.0% 100.0% 100.0% 100.0%
Other--net................................ 0.4 0.2 0.1 0.1 0.0
----- ----- ----- ----- -----
Total................................. 100.4 100.2 100.1 100.1 100.0
Costs and Expenses:
Cost of sales............................. 90.0 86.7 84.3 85.1 83.0
Operating and administrative.............. 8.8 11.6 13.7 13.0 14.3
Interest.................................. 0.2 0.5 0.5 0.6 0.4
----- ----- ----- ----- -----
Earnings before patronage dividends.......... 1.4 1.4 1.6 1.4 2.3
Patronage dividends.......................... 0.2 0.2 0.3
----- ----- ----- ----- -----
Earnings before income taxes................. 1.2 1.2 1.3 1.4 2.3
Provision for income taxes................... 0.5 0.5 0.5 0.6 0.9
----- ----- ----- ----- -----
Net earnings................................. 0.7% 0.7% 0.8% 0.8% 1.4%
===== ===== ===== ===== =====
Other Data:
EBITDA (1)................................... 2.3% 3.0% 3.3% 3.2% 3.8%

- --------
(1)EBITDA represents earnings before patronage dividends, interest, taxes,
depreciation and amortization. EBITDA is presented because we believe it is
frequently used by securities analysts, investors and other interested
parties in the evaluation of companies in our industry. However, other
companies in our industry may calculate EBITDA differently than we do.
EBITDA is not a measurement of financial performance under generally
accepted accounting principles and should not be considered as an
alternative to cash flow from operating activities or as a measure of
liquidity or an alternative to net income as indicators of our operating
performance or any other measures of performance derived in accordance with
generally accepted accounting principles. See the Statements of Consolidated
Earnings included in our consolidated financial statements included
elsewhere in this prospectus.

Comparison of Three Month Period Ended March 30, 2002 and March 31, 2001.

Net sales and service fees were $880.2 million for the three month period
ended March 30, 2002, an increase of $162.5 million, or 22.6%, from $717.7
million in the three month period ended March 31, 2001. This increase was in
large part due to our May 2001 purchase of Copps, which consisted of 21 retail
stores and a wholesale distribution operation. This acquisition contributed
$133.4 million to our sales increase in the first quarter of 2002 versus 2001.
Due primarily to the Easter holiday business occurring in the first quarter of
2002, as compared to the second quarter of 2001, sales also increased at our
existing wholesale and retail segments by $20.9 million and $8.2 million,
respectively. Our same store sales improved 2.9% (including stores operated
while under previous ownership) for the first quarter of 2002 versus 2001.

Gross profit was $149.4 million for the three month period ended March 30,
2002, an increase of $42.8 million, or 40.2%, from $106.6 million in the three
month period ended March 31, 2001. The increase in our gross profit was due
primarily to the purchase of Copps. Gross profit margin for the same periods
was 17.0% and 14.9% respectively, with the increase due primarily to the
increase in sales mix attributable to the higher profits derived from
company-owned retail stores. Retail sales for the first quarter of 2002
represented 43.7% of net sales and service fees compared to 35.8% for the first
quarter of 2001. Retail gross profit margin was 23.6% for the first quarter of
2002, as compared to 21.9% for the first quarter of 2001, with the increase due
primarily to the acquisition of 21 Copps retail stores in May 2001, which
maintained a higher gross profit margin than our then existing company-owned
stores. Wholesale gross profit margin was 8.5% in the first quarter of 2002, as
compared to 8.4% in the first quarter of 2001.

Operating and administrative expenses were $126.2 million for the three
month period ended March 30, 2002, an increase of $33.0 million, or 35.3%, from
$93.2 million in the three month period ended March 31, 2001. Operating and
administrative expenses, as a percentage of net sales and services fees,
increased to 14.3% for the first quarter of 2002 compared to 13.0% in the first
quarter of 2001. This percentage increase was attributable to our acquisitions
and the increased concentration in company-owned retail stores in 2001 which
have a significantly higher ratio of operating costs to sales than our
wholesale operations. Retail operating and administration expenses for the
first quarter of 2002 represented 20.8% of retail sales compared to 20.1% for
the first quarter of 2001. This increase was due primarily to the acquisition
of the Copps retail stores, which maintained a higher operating cost percentage
than our then existing company-owned stores. Wholesale operating and
administrative expenses were 6.2% of wholesale sales in the first quarter of
2002, compared to 6.5% in the first quarter of 2001.

Interest expense was $3.7 million for the three month period ended March 30,
2002, a decrease of $0.6 million, or 12.7%, from $4.3 million in the three
month period ended March 31, 2001 due to a decrease in our average debt
outstanding combined with lower overall interest rates during the first quarter
of 2002. Our average interest rate on outstanding indebtedness was
approximately 6.7% in the first quarter of 2002 compared to 9.1% in the first
quarter of 2001.

Provision for income tax increased to $8.2 million for the three month
period ended March 30, 2002, from $4.1 million in the three month period ended
March 31, 2001. The effective income tax rate, however, decreased to 41.0% from
43.0% during the same period. This improvement was due primarily to the
elimination of non-deductible goodwill with the adoption of SFAS No. 142.

EBITDA was $33.8 million for the three month period ended March 30, 2002, an
increase of $11.0 million, or 48.0%, from $22.8 million for the three month
period ended March 31, 2001. The increase was due primarily to our May 2001
purchase of Copps, which contributed approximately $6.3 million to our EBITDA
increase. Retail EBITDA for the first quarter of 2002 was $15.8 million, an
increase of $6.4 million from $9.4 million for 2001. This increase was due
primarily to the additional retail EBITDA of $3.0 million from the acquisition
of Copps, in addition to the associated benefits from the Easter holiday season
falling during the first quarter of the year as compared to the second quarter
in 2001 and other operational enhancements. Wholesale EBITDA for the first
quarter of 2002 was $19.9 million, an increase of $5.9 million from $14.0
million for 2001. The increase in wholesale EBITDA was due primarily to the
Copps acquisition, which contributed an incremental $3.3 million in EBITDA, as
well as the benefits of the Easter holiday season, as noted above, and other
operational improvements.

Net earnings were $11.7 million for the quarter ended March 30, 2002, an
increase of $6.2 million, or 114.3% from $5.5 million in the prior year. This
improvement was driven by the factors discussed above.

Comparison of Years Ended December 29, 2001 and December 30, 2000

Net sales and services fees were $3.4 billion for the year ended December
29, 2001, an increase of $457.7 million, or 15.6%, from $2.9 billion in the
prior year. This increase was in large part due to our May 2001

purchase of Copps, which consisted of 21 retail stores and a wholesale
distribution operation. This acquisition contributed $361.9 million to our
sales increase in 2001 versus 2000. Also contributing to this increase was
marketing and promotional programs of our wholesale and retail operations that
allowed us to take advantage of various competitive changes within our major
markets, which, in addition to the benefits from our frequent shopper cards and
enhanced perishable programs, allowed us to produce a 3.5% increase (including
stores operated while under previous ownership) in same store sales growth.

Gross profit was $531.0 million for the year ended December 29, 2001, an
increase of $141.7 million, or 36.4%, from $389.3 million in the prior year.
The increase in gross profit was due primarily to the increase in the sales mix
attributable to the higher profits derived from our company-owned retail
stores. Retail sales for 2001 represented 40.7% of net sales and service fees
compared to 30.4% for 2000. Retail gross profit margin was 22.5% in 2001, as
compared to 21.5% in 2000, with the increase due primarily to the acquisition
of 21 Copps retail stores in May 2001, which maintained higher gross profit
margins than our then existing company-owned stores. Wholesale gross profit
margin was 8.1% in 2001, as compared to 7.9% in 2000.

Operating and administrative expenses were $465.0 million for the year ended
December 29, 2001 an increase of $124.6 million, or 36.6%, from $340.4 million
in the prior year. Operating and administrative expenses, as a percentage of
net sales and service fees, increased to 13.7% in 2001 compared to 11.6% in
2000. This percentage increase is attributable to our acquisitions of retail
stores in 2000 and 2001, which have a significantly higher ratio of operating
costs to sales than our wholesales operations. Operating costs also increased
due to a rise in health care costs. Retail operating and administrative
expenses were 20.2% of retail sales for 2001 as compared to 20.0% for 2000.
This increase was due primarily to the acquisition of the Copps retail stores,
which maintained a higher operating cost percentage than our then existing
company-owned stores. Wholesale operating and administrative expenses increased
slightly to 6.2% of wholesale sales for 2001 as compared to 5.9% for 2000. This
increase was due primarily to increased health care and pension costs in 2001.

Interest expense was $17.7 million for the year ended December 29, 2001, an
increase of $2.2 million, or 14.2%, from $15.5 million in the prior year due to
an increase in borrowings incurred to finance acquisitions in 2001. However,
overall interest rates declined in 2001 compared to 2000. Our average interest
rate on outstanding indebtedness was approximately 6.5% in 2001 compared to
9.4% in 2000.

Provision for income tax increased to $15.9 million for the year ended
December 29, 2001, from $14.5 million in the prior year. The effective income
tax rate, however, decreased to 38.1% from 40.7% during the same period. This
improvement was due to the favorable resolution of certain prior year's state
and local income tax matters.

EBITDA was $112.1 million for the year ended December 29, 2001, an increase
of $25.3 million, or 29.1% from $86.8 million in the prior year. The increase
was due primarily to our May 2001 purchase of Copps, which consisted of 21
retail stores and a wholesale distribution operation. This acquisition
contributed approximately $14.0 million to our EBITDA increase in 2001. The
full year effect of our acquisition of 24 Pick 'n Save retail grocery stores
through the Mega Marts and Ultra Mart acquisitions in 2000 also contributed
approximately $9.8 million to this EBITDA increase. Retail EBITDA for 2001 was
$55.5 million, an increase of $25.4 million from $30.1 million for 2000. This
increase, as noted above, was partially due to the additional Copps retail
EBITDA of $8.2 million and partially due to the full year effect of the 24 Pick
'n Save retail stores acquired in 2000 of $9.8 million. Wholesale EBITDA for
2001 was $66.6 million, an increase of $5.5 million from $61.1 million for
2000. This increase was due primarily to the additional Copps wholesale EBITDA.

Net earnings were $25.8 million for the year ended December 29, 2001, an
increase of $4.7 million, or 22%, from $21.1 million in the prior year. This
improvement was driven by the reasons discussed above.

Comparison of Years Ended December 30, 2000 and January 1, 2000.

Net sales and services fees were $2.9 billion for the year ended December
30, 2000, an increase of $273.2 million, or 10.3%, from the $2.7 billion in the
prior year. This increase was attributable to the acquisition of 24 Pick 'n
Save retail grocery stores through our Mega Marts and Ultra Mart acquisitions,
which contributed $196.0 million to net sales and service fees. In addition to
these acquisitions, we also experienced increased net sales from our emphasis
on perishables in our marketing programs, continued commitment to the use of
our frequent shopper card and expansion of our private label program.
Reflecting those initiatives, our same store sales growth at our retail stores
was 3.4% during the year (including stores operated while under previous
ownership).

Other net revenues for the years ended December 30, 2000 and January 1, 2000
reflect a $3.3 million and $5.5 million gain, respectively, resulting from a
finalized settlement with our insurance carriers with regard to a fire in our
Evansville warehouse in 1998.

Gross profit was $389.3 million for the year ended December 30, 2000, an
increase of $122.5 million, or 45.9%, from $266.8 million in the prior year.
The increase in gross profit was mainly due to the increase in company-owned
retail stores, which have significantly higher gross profits than wholesale
operations. Retail sales represented 30.4% of our total sales and service fees
in 2000 compared to 12.2% in 1999. Retail gross profit margin was 21.5% in
2000, as compared to 21.6% in 1999. Wholesale gross profit margin was 7.9% and
7.8% for 2000 and 1999, respectively.

Operating and administrative expenses were $340.4 million for the year ended
December 30, 2000, an increase of $106.1 million, or 45.3%, from $234.3 million
in the prior year. The increase over 1999 was primarily attributable to growth
in our retail operations, which have higher wages and operating costs as a
percentage of net sales and service fees than our wholesale operations. Retail
operating and administrative expenses for the year ended December 30, 2000 were
20.0% of retail sales compared to 21.1% for the prior year. The decrease in
this percentage was due primarily to the productivity improvement related to
stores acquired in the previous year. Wholesale operating and administrative
expenses were 5.9% of wholesale sales for 2000 as compared to 6.0% for 1999.

Interest expense was $15.5 million for the year ended December 30, 2000, an
increase of $9.0 million, or 137.8%, from $6.5 million in the prior year.
Substantially all of the increase in 2000 versus 1999 was due to increased debt
levels incurred to fund our retail acquisitions.

Provision for income tax increased to $14.5 million for the year ended
December 30, 2000, from $12.0 million in the prior year. This increase
reflected an increase in the effective income tax rate to 40.7% from 40.5%
during the same period.

EBITDA was $86.8 million for the year ended December 30, 2000, an increase
of $25.4 million, or 41.4%, from $61.4 million in the prior year. The increase
was due primarily to our acquisition of 24 Pick 'n Save retail grocery stores
through the Mega Marts and Ultra Mart acquisitions. These acquisitions
contributed approximately $24.5 million to our EBITDA increase in 2000 versus
1999. Retail EBITDA for 2000 was $30.1 million, an increase of $23.8 million
from $6.3 million for 1999. This increase, as noted above, was due primarily to
the 24 additional retail grocery stores acquired in 2000. Wholesale EBITDA for
2000 was $61.1 million, an increase of $0.2 million from $60.9 million for 1999.

Net earnings were $21.1 million for the year ended January 1, 2000, an
increase of $3.5 million, or 19.9%, from $17.6 million in the prior year as a
result of the items mentioned above.

Seasonality

Seasonality has a minimal impact on our results of operations.

Liquidity and Capital Resources

Before the Transactions

Our principal source of cash were operating activities and borrowings. Cash
flows provided by operating activities were $20.2 million in the first quarter
of 2002 compared to a usage of $7.5 million in the first quarter of 2001. This
increase was primarily due to a reduction in our net investment in inventory
(merchandise inventories less accounts payable) of approximately $19.0 million,
which was primarily as a result of the integration of the Copps acquisition.
Cash flows provided by operating activities were $76.3 million in 2001 compared
to $81.3 million in 2000. The modest decline in net cash flows from operating
activities in 2001 was primarily the result of the inclusion of the $3.3
million in insurance settlement gains in the prior year.

Net cash flows used in financing activities were $13.6 million in the first
quarter of 2002 compared to $2.4 million provided in the first quarter of 2001.
This increase was due primarily to an increased reduction in debt. Net cash
flows provided by financing activities were $34.7 million in 2001 compared to
$42.3 million in 2000.

On May 18, 2001, we entered into a credit agreement with various lenders,
allowing us to borrow up to an aggregate amount of $300.0 million. The credit
agreement provided for a $170.0 million revolving loan commitment and a $130.0
million term loan. The credit agreement included covenants that, among other
things, limited stock repurchases and additional borrowings. At March 30, 2002,
$113.1 million was available under our revolving credit agreement. This
facility was cancelled as a result of the Transactions and replaced with our
senior credit facility.

During 2001, we continued to maintain the five year interest rate swap
agreement we entered into in April 2000. The effect of the swap agreement is to
fix the interest rate on $60.0 million of our borrowings. Under the terms of
the swap agreement, we paid a fixed rate of 7.32% and received a floating LIBOR
rate. This swap was settled concurrently with the closing of the Transactions.

Our principal historical uses of cash were to provide for working capital,
capital expenditures and acquisitions. Net cash used in investing activities
was $3.4 million during the first quarter of 2002 compared to $2.8 million
during the first quarter of 2001. Net cash used in investing activities was
$105.4 million in 2001 as compared to $152.1 million in 2000. This decrease was
due primarily to a $49.8 million decrease in net cash used for acquisitions
from $128.6 million in 2000 to $78.6 million in 2001.

Total capital expenditures were $3.7 million in the first quarter of 2002,
which compares to $3.9 million in the prior year. These expenditures were for
remodeling of existing stores and maintenance of our retail stores and
wholesale distribution network. Total capital expenditures for the years ended
December 29, 2001 and December 30, 2000 were $32.6 million and $37.7 million,
respectively. These expenditures were for remodeling of existing stores,
upgrade and integration expenditures at Copps and the maintenance and expansion
of our retail stores and wholesale distribution network.

With the acquisition of Copps, we increased our average outstanding debt to
$227.3 million for 2001 as compared to $161.9 million for 2000. Our year-end
total debt balances at December 29, 2001 increased by $54.1 million from the
prior year even after the Copps acquisition, which cost $96.2 million. During
the first quarter of 2002, we repaid $13.6 million of outstanding debt balances
through the application of our positive cash flows from operations.

From time to time, we provide long-term debt financing to certain
independent retailers we serve to aid them in store expansion or improvements.
Such loans are primarily secured by the retailer's inventory, equipment,
personal assets and pledges of our common stock. During 2001 and 2000, we made
loans of $3.5 million and $1.6 million, respectively. See "Risk Factors--We may
face credit losses as a result of loans to independent retailers."

Working capital amounted to $22.8 million at March 30, 2002, compared to
$24.9 million at December 29, 2001. This decrease was due to an additional $6.5
million of long-term debt moving to current maturities of long-term debt for
the quarter. Working capital amounted to $24.9 million and $38.8 million at
December 29, 2001 and December 30, 2000, respectively, with the decrease due
primarily to an additional $19.9 million of long-term debt moving to current
maturities of long-term debt.

Our contractual obligations as of December 29, 2001 were as follows:

Payments Due by Period
(dollars in thousands)
- - ----------------------------------------------------------------------
Contractual Obligations Total 2002 2003 2004 2005 2006 Thereafter
- ----------------------- --------- -------- -------- -------- -------- -------- ----------

Long-term debt, including current maturities and
capital lease obligations (1).................. $ 228,548 $ 27,717 $ 34,261 $ 34,307 $ 28,503 $ 85,556 $ 18,204
Operating leases................................ 339,333 37,504 35,273 33,051 30,979 30,125 172,401
Sublease income................................. (179,382) (20,304) (18,863) (18,198) (16,195) (14,946) (90,876)
--------- -------- -------- -------- -------- -------- --------
Total........................................... $ 388,499 $ 44,917 $ 50,671 $ 49,160 $ 43,287 $100,735 $ 99,729
========= ======== ======== ======== ======== ======== ========

- --------
(1)Reflects debt outstanding prior to the Transactions.

After the Transactions

For the last three quarters of 2002, we are budgeting approximately $50
million for capital expenditures. These expenditures will be for new store
locations, remodeling of existing stores, upgrade and integration expenditures
at Copps and the maintenance and expansion of our retail stores and wholesale
distribution network.

As a result of the Transactions, we have significant debt service
obligations, including interest, in future years. Pro forma interest expense
related to the revolving credit facility, term loan, the notes and existing
capital leases would have been approximately $34 million for the 12 months
ended December 29, 2001, and we expect our interest expense to remain at this
level for the remainder of 2002. The term loan will be repayable in 28
consecutive installments, the first 24 of which will each be in the amount of
$625,000 and the last four of which will each be in the amount of $58.75
million. See "Risk Factors--Risks related to the notes."

Our senior credit facility contains various restrictive covenants. It (i)
prohibits us from prepaying other indebtedness, including the notes; (ii)
require us to maintain specified financial ratios, such as (a) a minimum fixed
charge coverage ratio, (b) a maximum ratio of senior debt to EBITDA, and (c) a
maximum ratio of total debt to EBITDA; and (iii) require us to satisfy
financial condition tests including limitations on capital expenditures. In
addition, the senior credit facility prohibits us from declaring or paying any
dividends and prohibits us from making any payments with respect to the notes
if we fail to perform our obligations under, or fail to meet the conditions of,
the senior credit facility or if payment creates a default under the senior
credit facility. See "Description of Senior Credit Facility."

The indenture governing the notes, among other things, (i) restricts our
ability and the ability of our subsidiaries to incur additional indebtedness,
issue shares of preferred stock, incur liens, pay dividends or make certain
other restricted payments and enter into certain transactions with affiliates;
(ii) prohibits certain restrictions on the ability of certain of our
subsidiaries to pay dividends or make certain payments to us; and (iii) places
restrictions on our ability and the ability of our subsidiaries to merge or
consolidate with any other person or sell, assign, transfer, lease, convey or
otherwise dispose of all or substantially all of our assets. The indenture
related to these notes and the senior credit facility also contain various
covenants which limit our discretion in the operation of our businesses. For
more information, see "Description of Notes."

Our principal source of liquidity is cash flow generated from operations and
borrowings under our revolving credit facility. Our principal use of cash is to
meet debt service requirements, finance our capital expenditures, make
acquisitions and provide for working capital. Although we expect that cash
available from operations, combined with funds available under our $125.0
million revolving line of credit, will be sufficient to fund our operations,
debt service and capital expenditures for at least the next 12 months, our debt
service obligations could have important consequences for you as a holder of
the notes.

Our ability to make payments on and to refinance our debt, including the
notes, and to fund planned capital expenditures will depend on our ability to
generate sufficient cash in the future. This, to some extent, is subject to
general economic, financial, competitive and other factors that are beyond our
control. We believe that, based upon current levels of operations, we will be
able to meet our debt service obligations when due. Significant assumptions
underlie this belief, including, among other things, that we will continue to
be successful in

implementing our business strategy and that there will be no material adverse
developments in our business, liquidity or capital requirements. If our future
cash flow from operations and other capital resources are insufficient to pay
our obligations as they mature or to fund our liquidity needs, we may be forced
to reduce or delay our business activities and capital expenditures, sell
assets, obtain additional debt or equity capital or restructure or refinance
all or a portion of our debt, including the notes, on or before maturity. We
cannot assure you that we would be able to accomplish any of these alternatives
on a timely basis or on satisfactory terms, if at all. In addition, the terms
of our existing and future indebtedness, including the notes and our senior
credit facility, may limit our ability to pursue any of these alternatives. See
"Risk Factors."

Critical Accounting Policies

Allowances for Losses on Receivables. Management makes estimates of the
uncollectibility of its accounts and notes receivable portfolios. In
determining the adequacy of the allowances, management analyzes the value of
the collateral, customer financial statements, historical collection
experience, aging of receivables and other economic and industry factors. It is
possible that the accuracy of the estimation process could be materially
impacted by different judgments as to collectibility based on the information
considered and further deterioration of accounts.

Closed Store Lease Commitments. We have historically leased store sites for
sublease to qualified independent retailers, at rates that are at least as high
as the rent paid by us. We also lease store sites for our retail segment. Under
the terms of the original lease agreements, we remain primarily liable for any
commitments a retailer may no longer be financially able to satisfy as well as
those of our own stores. Should a retailer be unable to perform under the
sublease or should we close underperforming company-owned stores, we would
record a charge to earnings for the cost of the remaining term of the lease,
less any anticipated sublease income. Should the number of defaults by
sublessees or company-owned store closures increase, the remaining lease
commitments we must record could have a material adverse effect on operating
results and cash flows. See "Risk Factors--We may face credit losses as a
result of loans to independent retailers."

Reserves for Self Insurance. We are primarily self-insured for workers'
compensation. It is our policy to record our workers' compensation liability
based on claims filed and an estimate of claims incurred but not yet reported.
Any projection of losses concerning workers' compensation is subject to a
considerable degree of variability. Among the causes of this variability are
unpredictable external factors affecting future inflation rates, litigation
trends, legal interpretations, benefit level changes and claim settlement
patterns.

Pension Costs. Many of our employees are covered by noncontributory defined
benefit pension plans. We account for these costs in accordance with Statement
of Financial Accounting Standards ("SFAS") No. 87, which requires us to
calculate pension expense and liabilities using actuarial assumptions,
including a discount rate and long-term returns on assets. Actual returns on
plan assets in excess of return assumptions have, in past years, kept pension
expense and cash contributions to the plans at modest levels. Recent weaker
market performance may significantly increase pension expense and cash
contributions in the future unless asset returns again exceed the assumptions
used. Changes in the interest rates used to determine the discount rate may
also cause volatility in pension expense and cash contributions.

Effect of Inflation

Our primary costs, inventory and labor, are affected by a number of factors
that are beyond our control, including the availability and price of
merchandise, the competitive climate and general and regional economic
conditions. As is typical of the food distribution industry, we have generally
been able to maintain gross profits by adjusting our retail prices, but
competitive conditions may from time to time render us unable to do so while
maintaining our market share.

Recent Accounting Standards

In June 2001, the Financial Accounting Standards Board issued SFAS No. 142,
"Goodwill and Other Intangible Assets." SFAS No. 142 requires that goodwill and
intangible assets with indefinite useful lives recorded for acquisitions
completed subsequent to June 30, 2001 no longer be amortized and the
amortization of goodwill and intangible assets with indefinite useful lives
recorded for acquisitions completed prior to June 30, 2001 cease upon adoption
of the statement. Instead, the carrying value of goodwill and intangible assets
with indefinite useful lives will be evaluated for impairment on an annual
basis. We adopted SFAS No. 142 on December 30, 2001. Amortization of goodwill
recorded by us in 2001 was $6.6 million and amortization of goodwill recorded
by us for the first quarter ended March 31, 2001 was $1.5 million. We are
currently evaluating the provisions of this statement with respect to
impairment and have not yet determined the impact on our consolidated financial
statements.

During 2001, the Emerging Issues Task Force ("EITF") reached a consensus on
EITF 01-9, "Accounting for Consideration Given by a Vendor to a Customer or a
Reseller of the Vendor's Products." This pronouncement relates to the income
statement classification of sales incentives and will require that we classify
certain sales promotions offered to our retail customers as a reduction of net
sales (versus cost of sales as currently recorded). We adopted this
pronouncement effective December 30, 2001. Accordingly, all prior years have
been restated.

Quantitative and Qualitative Disclosures about Market Risk

We are exposed to market risk relating to changes in interest rates relating
to our variable rate debt. We have a significant amount of debt, much of it at
floating rates. Our total debt as of June 6, 2002 is $488.9 million, of which
$250.0 million bears interest at floating rates. Our total annual interest
expense, assuming interest rates as they would have been in effect on March 30,
2002, is approximately $33 million. A 10% rise in interest rates would increase
our total annual interest expense by $1.1 million. Market risk relative to our
fixed rate debt relates to change in fair value. The potential loss in fair
value of a hypothetical 10.0% change in interest rates would not be material to
the overall fair value of the debt.

BUSINESS

Our wholesale operations date back to 1872, when Roundy, Peckham & Dexter, a
privately owned wholesaling company, was formed. In 1952, Roundy, Peckham &
Dexter was sold to certain of its customers and the company was incorporated as
Roundy's, Inc. Through the 1970s, we continued to operate as a retailer-owned
cooperative, with food wholesaling operations largely focused in Wisconsin. In
the early 1980s, we initiated a strategic plan to grow our wholesale operations
by strategically acquiring food wholesalers both within and around Wisconsin.
We opened our first Pick 'n Save store in 1975 and built a base of
company-owned and operated retail stores throughout the 1980s and 1990s. In
2000 and 2001 we embarked on a strategy of further expanding our retail store
base through selective acquisitions. Through this strategy, we have been able
to grow our higher margin food retail business and realize synergies with our
wholesale business. We are a leading food retailer in the State of Wisconsin
and the eighth largest food wholesaler in the United States based on 2001 net
sales. We own and operate 60 retail grocery stores, of which 52 are located in
Wisconsin and eight are located elsewhere in the Midwest. We distribute a full
line of food and non-food products from nine wholesale distribution centers in
five Midwestern states and provide value-added services to approximately 800
licensee and independent retail locations in Wisconsin and throughout the
Midwest. For the 12 months ended December 29, 2001 we generated pro forma net
sales and EBITDA of $3.6 billion and $119.8 million, respectively.

Pursuant to a share exchange agreement dated April 8, 2002, by and among
Roundy's, Inc. and RAC, we entered into a series of transactions that resulted
in Roundy's becoming a wholly owned subsidiary of RAC. RAC is owned by
investment funds controlled by Willis Stein, certain other associated
investors, and Messrs. Mariano and Karst. For more information, see "The
Acquisition."

Copps. The majority of our Copps stores are operated as combination food
and drug stores, with the remainder operated as traditional supermarkets. We
believe that our Copps stores have developed a reputation within their
markets for providing superior customer service and quality perishables.
Additionally, our Copps stores operate under a promotion-driven pricing
strategy through weekly advertising circulars, which is complemented by
Copps' successful loyalty card program.

Our Wholesale Operations. From our nine strategically located wholesale
distribution centers located in Wisconsin (3), Indiana (2), Ohio (2), Illinois
(1) and Michigan (1), we supply over 30,000 products to approximately 800
licensee and independent retail locations. Our customer base includes
company-owned stores, licensed Pick 'n Save locations and single and
multi-location independent retailers. We are a full-service

distributor with a broad product line that includes dry grocery, frozen food,
fresh produce, meat, dairy products, bakery goods and non-food products offered
under both national brands and private labels, including our own Roundy's and
Old Time labels. Our nine wholesale distribution centers aggregate
approximately 3.9 million square feet, approximately 80% of which we own. Based
upon 2001 annual net sales, we are the eighth largest food wholesaler in the
United States and a leading food wholesaler in the Midwest. We believe that our
annual wholesale net sales volume provides us with economies of scale and
substantial purchasing power.

Our Strengths

Strong Regional Franchise with a Long History. We first entered the
wholesale distribution business in 1872, and Copps began its wholesale
operations in 1892. The first Copps retail store was opened in 1946 and the
first Pick 'n Save store was introduced in 1975. Over the course of our
130-year operating history, we believe that we have developed strong ties with
the communities in which we operate, as reflected in a recent survey that found
that Milwaukee metropolitan area shoppers believed that Pick 'n Save maintains
superior community involvement. As a result of our long operating history, our
commitment to high quality service and our strong community ties, we believe
that we have developed strong customer loyalty and brand name recognition
across our Roundy's, Pick 'n Save and Copps banners.

Significant Captive Revenue Stream. We believe that we have established a
significant captive wholesale revenue stream. Approximately 69% of our
wholesale net sales in 2001 was derived from sales to (i) our company-owned
stores; (ii) our licensed Pick 'n Save locations; and (iii) independent
customers under long-term supply contracts. We believe that we have created
strong economic incentives for both our licensed customers and other customers
under supply contracts to maintain their relationship with us and maximize
their purchases from us. Our license and supply agreements typically contain
some or all of the following provisions:

. license of the Pick 'n Save banner;

. sublease of the real property and associated building;

. long term (current remaining average life of over five years);

. minimum purchase amounts;

. the supply of private labels that we control, including the Roundy's and
Old Time labels;

. our right of first refusal to purchase licensed Pick 'n Save locations; and

. other value-added services provided by us.

Experienced Management Team with Strong Track Record. Robert A. Mariano,
our new Chairman, Chief Executive Officer and President, and Darren W. Karst,
our new Executive Vice President and Chief Financial Officer, both have a
significant amount of experience in the grocery business. Messrs. Mariano and
Karst are the former Chief Executive Officer and Chief Financial Officer,
respectively, of Dominick's Supermarkets, Inc. While at Dominick's, Messrs.
Mariano and Karst were successful in implementing numerous operational
initiatives that improved the financial performance of Dominick's. Such
initiatives included a substantial new store development and existing store
renovation program, improved labor productivity, increased private label
penetration and a migration of the sales mix to higher margin perishable
products. Messrs. Mariano and Karst are joining our knowledgeable and
experienced senior management team, which has an average of 16 years of
experience with us and 28 years within the industry. Messrs. Mariano and Karst
and other members of Roundy's senior management beneficially own approximately
10-12% of our fully diluted common equity.

Our Strategy

. shifting our product mix towards higher margin perishable and specialty
products;

. centralizing purchasing functions to further improve economic terms from
our supplier base; and

. increasing sales derived from our higher margin private label programs.

Expand our Store Base. We intend to maintain and build upon our market
leadership positions in our primary markets by selectively expanding our store
base in and around our primary market of Wisconsin. We believe we can leverage
our widely recognized Pick 'n Save banner and market leadership positions to
strategically open new stores and fill in our geographic footprint. We believe
that Wisconsin, which has a population of approximately 5.4 million, has
numerous attractive new store fill-in opportunities due to population growth
and our desire to expand our presence in selected underserved markets.

acquisition and successful integration of 24 licensed Pick 'n Save locations in
2000. Additionally, we believe that the purchase of other retail operators in
and around Wisconsin would provide us with substantial economic benefits given
our familiarity with the market and by leveraging additional sales through our
existing wholesale distribution network and infrastructure.

Retail Operations

We operate our company-owned retail grocery stores primarily under the Pick
'n Save and Copps banners. Over the past three years, our focus on expanding
our retail operations has led us to make selective acquisitions to increase our
store base in our markets. As a result, we have increased the number of
company-owned stores from 23 stores at the end of 1999 to our current store
base of 60 as of March 30, 2002.

As of Fiscal Year
Ended, As of
----------------- March 30,
1999 2000 2001 2002
---- ---- ---- ---------

Pick 'n Save format stores.............. 14 37 35 35
Copps format stores..................... 9 6 26 25
-- -- -- --
Total company-owned stores........... 23 43 61 60
== == == ==

As of March 30, 2002, 52 of our stores were located in Wisconsin, with an
additional four in Michigan, two in Ohio and one each in Illinois and Indiana.
Our stores range in size from 25,900 to 131,000 square feet and average
approximately 61,000 square feet. In 2001, our stores generated average weekly
net sales of $496,000, which compares favorably to an estimated average of
$317,000 for the 50 largest supermarket operators in the United States. Also,
in 2001 our stores generated average annual sales per selling square foot of
$495, which compares favorably to an estimated average of $452 for the top 50
supermarket operators in the United States.

We have focused on leveraging our strong brand names, high level of customer
service, high quality perishables and strategically located stores, to increase
market share. The Pick 'n Save banner maintains the number one market position
in the Milwaukee metropolitan area with an estimated 40% market share.
Additionally, through our Pick 'n Save and Copps banners, we also maintain the
number one market positions in several of Wisconsin's other large markets,
including Madison, Appleton and Racine.

Pick 'n Save. Our 35 Pick 'n Save format stores operate principally in
Wisconsin (31) and are operated as high volume, EDLP retail grocery stores that
seek to provide customers with the lowest tape total in their respective
market. In our markets, this low price strategy is uniquely complemented by a
broad assortment of high quality perishables and our focus on providing the
same levels of customer service and variety found in traditional supermarkets.
For example, 16 of our Pick 'n Save stores have pharmacies that are leased and
operated by Aurora Healthcare, 26 have in-store banks that are leased and
operated by third party financial institutions, and all have full-service deli,
meat and bakery departments.

The combination of our 31 company-owned Pick 'n Save stores in Wisconsin and
the 56 licensed Pick 'n Save stores, of which 53 are located in Wisconsin,
makes Pick 'n Save the largest supermarket chain operating under a single
banner in Wisconsin both in terms of number of stores and annual sales.

Our Pick 'n Save format stores are generally large, modern and situated in
high traffic areas. These stores follow a merchandising strategy in which we
provide superior quality perishables while maintaining everyday low prices. A
typical store features a large center section of grocery products, general
merchandise and health and beauty care products, with warehouse-style racking.
Through our "Wall of Values," we feature products offered at exceptional
values. The center section is typically bordered by specialty departments such
as dairy, produce, meat and seafood, bakery, deli, floral and liquor. All of
our Pick 'n Save format stores operate under a USDA Choice meat program, which
is augmented by a premium Black Angus program in the meat service counter. Our
Pick 'n Save format stores also carry approximately 2,250 private label
products under both our

Roundy's and Old Time labels. During the first quarter of 2002, private labels
in our Pick 'n Save stores accounted for approximately 9.1% of our net sales.

In 1989, our Pick 'n Save stores introduced the Advantage Plus Loyalty Card
program. Since that time, we have issued approximately 1.2 million Advantage
Plus Cards, and purchases utilizing these cards currently account for
approximately 80% of all Pick 'n Save supermarket sales. In addition to making
this card available to customers of our company-owned and licensed stores, it
is also available to customers of our independent retailers.

Copps. Our 25 Copps format stores operate in Wisconsin (21 stores operate
under the Copps banner) and in Michigan (four stores operate under the Orchard
Foods banner). The majority of our Copps stores operate as combination food and
drug stores, with the remainder operating as traditional supermarkets. We
believe that our Copps stores have developed a reputation within their
respective markets for providing superior customer service and high quality
perishables. In addition, our Copps stores operate under a promotion-driven
pricing strategy through weekly advertising circulars. This strategy is
complemented by a successful loyalty card program that has issued approximately
550,000 cards since its introduction in 1997.

A typical Copps store consists of a center section featuring dry grocery
products (including frozen foods), general merchandise and health and beauty
care products. This center section is bordered by specialty departments that
are carefully managed with respect to product presentation, size, decor and
appearance. The peripheral areas typically include produce (with a nearby
natural foods section), meat and seafood, bakery, deli, dairy, liquor and video
departments. Like our Pick 'n Save stores, our Copps stores operate under a
USDA Choice meat program, which is augmented by a premium Black Angus program
in the meat service counter.

Our Copps stores seek to be service leaders in their given markets with a
broad range of high quality products. In addition, we attempt to differentiate
our Copps stores from their competitors by providing an extensive range of
services and an upscale ambience. For example, 12 of our Copps stores have
full-service pharmacies operated by Aurora Healthcare, six stores in Wisconsin
have adjacent fuel centers and most stores have ATM machines and/or in-store
banks.

Other Retail Formats. In addition to the 60 retail grocery stores we
operate, we also own and operate eight fuel centers in Wisconsin that are
adjacent to our stores. These fuel centers operate primarily under the banner
"Qwik Stop," and generated annual net sales of approximately $13.7 million for
the year ended December 29, 2001.

Wholesale Operations

Our wholesale operations sell and distribute a broad range of food and
non-food products to (i) our company-owned retail stores; (ii) licensed Pick 'n
Save locations; and (iii) independent food retailers located principally in
Wisconsin and elsewhere in the Midwest.

Customers Served. Our wholesale segment distributes to (i) 60 company-owned
stores; (ii) 56 licensed Pick 'n Save stores; and (iii) approximately 730
independent retail locations. We are the primary supplier for all of our
company-owned stores and licensed Pick 'n Save stores and we believe that the
majority of our independent retailers also use us as their primary supplier.
The following chart illustrates the percentage of our wholesale net sales sold
to each of our customer groups:

Fiscal Year Ended, Three Months
------------------- Ended March 30,
Customer Type 1999 2000 2001 2002
------------- ----- ----- ----- ---------------

Company-owned stores............... 8.3% 22.0% 29.5% 31.9%
Licensed Pick 'n Save stores....... 37.6 22.6 22.8 22.9
Independent retailers.............. 54.1 55.4 47.7 45.2
----- ----- ----- -----
Total........................... 100.0% 100.0% 100.0% 100.0%
===== ===== ===== =====

We believe we have a balanced customer base that ranges from small
convenience store operators to large, modern superstores. The majority of our
customers are independent, conventional food retailers operating one or more
stores. As of March 30, 2002, approximately 140 of our customers operated more
than one retail food store, with the largest independent customer operating 36
retail food stores. However, on an aggregate dollar basis, the majority of our
net sales are derived from sales to our company-owned stores and to licensed
Pick 'n Save stores. We believe that this diversification of our wholesale
customer base provides us with a wholesale revenue stream that is not dependent
upon any single customer or group of customers. In addition, we believe we have
been successful at building long-term relationships with our broad base of
customers. In 2001, our largest independent customer accounted for
approximately five percent of our wholesale net sales. Our 25 largest wholesale
customers, excluding company-owned stores, accounted for approximately 41% of
our wholesale net sales in 2001 and they have been customers of ours for an
average of approximately 22 years.

We have long-term license and supply contracts in place with 196 of the
retail locations that we serve, which corresponds to approximately $1.1
billion, or 39% of our total wholesale net sales for 2001. These license and
supply contracts contain numerous provisions that serve to strengthen our
customer relationships, including, in many cases, (i) license of the Pick 'n
Save banner; (ii) sublease of the real property and associated buildings; (iii)
long term (current remaining average duration of over five years); (iv) minimum
purchase amounts; (v) the supply of private labels that we control, including
the Roundy's and Old Time labels; (vi) our right of first refusal to purchase
licensed Pick 'n Save locations; and (vii) other value-added services provided
by us. As a result of the license and supply agreements that we have in place
with our customers, we believe that we have created strong economic incentives
for both our licensed customers and our other independent customers under
supply contracts to maintain their relationship with us and to maximize their
purchases from us.

Licensees. In addition to our company-owned stores, we also license the
Pick 'n Save brand name to 56 independent retail stores located primarily in
Wisconsin. Under the terms of each licensing agreement, we allow the licensees
to use the Pick 'n Save banner free of charge in exchange for entering into
supply agreements in which the licensees agree to purchase a majority of their
product requirements from us.

Products. We offer customers over 30,000 products across seven different
product categories, including dry grocery, frozen food, fresh produce, meat,
dairy products, bakery goods and non-food products. We sell most nationally
advertised brands as well as numerous products under our private and controlled
labels.

Private Labels. Our private and controlled labels include Roundy's, Old
Time, Shurfine, IGA and Buyers' Choice. We developed the Roundy's brand private
label in the late 1800s, and today, the label consists of over 2,000 items. We
attempt to position these items as being of equal or better value than the
comparable branded product, but offered at a lower price. We also own the Old
Time brand which consists of approximately 250 items and is positioned as a
value alternative to the Roundy's brand. Roundy's and Old Time are the primary
private labels in both the Pick 'n Save format stores and substantially all of
our independent retail customers' stores. IGA is the primary private label in
our Copps format stores.

Procurement. We believe that we have developed economies of scale and
substantial purchasing power with respect to our suppliers through our annual
wholesale net sales volume of approximately $3.0 billion. We believe that our
ability to procure products at the best available prices provides us with a
competitive advantage by allowing us to sell our merchandise to customers at
competitive prices.

We conduct product procurement at both the corporate and divisional levels
depending on the type of product. Branded products are typically procured at
the divisional level, based on local market demand/preferences. Certain
products such as milk, bread, spices, ice cream and certain meats, as well as
private label products, are purchased centrally at the corporate level. We
believe that further centralization of the procurement functions at the
corporate level will enable us to obtain more favorable economic terms from our
suppliers.

We purchase products from numerous vendors, with no vendor representing more
than approximately 9% of total purchases in 2001.

Distribution Network. We conduct our wholesale operations through nine
distribution centers aggregating approximately 3.9 million square feet,
approximately 80% of which we own. Our distribution centers are located in
Wisconsin (3), Indiana (2), Ohio (2), Illinois (1) and Michigan (1). On
average, our distribution centers serve a geographic radius of approximately
250 miles and our average customers are within 105 miles of the primary
distribution center serving them. Our distribution network is supported by a
modern fleet of 278 tractors, 791 trailers and 15 delivery trucks. The average
age of our tractors and trailers is four years and seven years, respectively.
We are currently planning to close our Muskegon, Michigan wholesale facility
and consolidate the operations of that facility with those of our Westville,
Indiana wholesale facility.

We have invested approximately $49 million since 1998 in our distribution
network, including installing new standardized systems at all facilities and
performing numerous enhancements and expansions of existing warehouses.

Value-Added Services. In an effort to both help our customers compete more
effectively and to enhance and solidify our relationships with our customers,
we offer a host of value-added services to Pick 'n Save licensees and our
independent customers. These services include market analysis, business
development, accounting and inventory control and retail training. Some of
these services are handled by regional retail counselors and merchandising
specialists we employ. Their responsibilities include (i) analyzing and
recommending store facilities and equipment; (ii) developing programs and
objectives for establishing efficient methods and procedures for receipt,
handling, processing, checkout and other operations; (iii) informing customers
about the latest industry trends; and (iv) assisting and dealing with
customers' training needs.

Capital Investment in Customers. As part of the value-added services we
offer to retailers, we occasionally lease equipment to retailers and provide
capital to qualified customers through secured loans, becoming primarily or
secondarily obligated under store leases. In making credit and investment
decisions, we consider many factors, including estimated return on capital and
assumed risks and benefits (including our ability to secure long-term supply
contracts with these customers).

. Secured Loans and Lease Guarantees. We selectively make loans to
customers for store expansions or improvements. We have a corporate
finance committee that carefully analyzes each loan application according
to strict written standards. These loans are typically secured by
inventory and store fixtures, have personal guarantees, bear interest at
rates above the prime rate and are for terms of five to seven years. As of
March 30, 2002, we had $9.4 million of outstanding secured loans to Pick
'n Save licensees and independent customers. In addition, we occasionally
guarantee loans and lease obligations for certain of our customers. At
March 30, 2002 the total amount of outstanding loan and lease guarantees
was $1.2 million.

. Store and Equipment Leases. On an individual basis, we occasionally
sublease store sites and equipment to qualified customers, generally at a
premium to our cost of the primary lease. This enables these customers to
be more economically competitive with larger grocery store chains and
allows them to bid on store sites at favorable rates. In exchange, we
receive tangible benefits from these activities as we require customers to
direct a majority of their purchasing activities to our wholesale
operations during the term of the sublease, and we gain a right of first
refusal on the store in the event it is sold. In fiscal 1999, 2000 and
2001, we received aggregate sublease rentals of $23.3 million, $23.3
million and $21.8 million, respectively, from a diverse group of licensed
Pick 'n Save licensees and independent customers.

Competition

The grocery industry, including the wholesale food distribution business, is
a competitive market. In order to compete effectively, we must have the ability
to meet fluctuating competitive market prices, provide a wide range of
perishable and nonperishable products, make prompt and efficient delivery and
provide the related services which are required by modern supermarket
operations.

We compete with a number of local and regional grocery wholesalers and with
a number of major businesses, which market their products directly to
retailers, including companies having greater financial

resources than us. Our wholesale customers and our company-owned stores also
compete at the retail level with several chain store organizations, which also
have integrated wholesale and retail operations. Our competitors range from
small local businesses to large national businesses. Our success is in large
part dependent upon the ability of our company-owned retail stores and
wholesale customers to compete with larger grocery store chains.

In competing for customers, emphasis is placed on high quality and a wide
assortment of products, low service fees and reliability of scheduled
deliveries. We believe that the range and quality of other business services
provided to retail store customers by the wholesaler are increasingly important
factors, and that success in the wholesale food industry is dependent upon the
success of our customers who are also engaged in a competitive, low profit
margin industry.

Facilities

Our principal executive offices are located in Pewaukee, Wisconsin, on a
seven-acre site which we own.

Our wholesale activities are conducted by us from the following warehouses:

Approximate
Square Type of
Location Footage Interest Products Distributed
- -------- ----------- -------- -------------------------------------

Wauwatosa, Wisconsin 745,000 Owned All product lines, except non-food
310,000 Leased products
Mazomanie, Wisconsin 225,000 Leased Dry groceries and non-food products
Stevens Point, Wisconsin 446,000 Owned All product lines, except non-food
products
Westville, Indiana 683,000 Owned All product lines, except non-food
products
Lima, Ohio 515,000 Owned All product lines, except produce and
118,000 Leased non-food products
Eldorado, Illinois 384,000 Owned Dry grocery products
Evansville, Indiana 136,000 Owned Frozen food, meat and dairy products
Van Wert, Ohio 122,000 Leased Non-food products
Muskegon, Michigan (1) 215,000 Owned All product lines, except produce,
frozen foods, and non-food products

- --------
(1)This location will be closed in 2002, and all operations will be transferred
to our Westville, Indiana facility.

In addition to the above, as of March 30, 2002, we operated 60 retail
grocery stores, ranging from 25,900 to 131,000 square feet. These facilities
are primarily occupied by us under leases with primary terms ending from 2003
to 2020.

We believe our current properties are well maintained and, in general, are
adequately sized to house existing operations. All of our owned properties are
subject to liens under our senior credit facility.

Employees and Labor

As of March 30, 2002, we had 13,451 employees, including 7,275 full-time
employees and 6,176 part-time employees. The following table illustrates the
approximate allocation of our employees by functional area as of March 30, 2002:

No. of % of
Area Employees Total
---- --------- -----

Executive, administrative & clerical 1,414 10.5%
Warehouse, processing & drivers..... 1,651 12.3
Retail operations................... 4,210 31.3
Part-time employees in all areas.... 6,176 45.9
------ -----
Total............................ 13,451 100.0%
====== =====

Approximately 36% of our employees are covered by 25 collective bargaining
agreements (typically having 3 to 5 year terms) negotiated with 9 different
local unions. During 2002, seven contracts, covering 1,283 employees, or
approximately 14% of our unionized workforce, will expire. We do not anticipate
any difficulty in renegotiating these contracts. We believe that our
relationships with our employees are good.

Management Information Systems

We maintain state-of-the-art management information systems in order to
realize greater operating efficiencies and customer service and minimize our
cost of operations. We believe that the installation of buying, inventory
tracking and receiving systems has resulted in significant cost savings.

We operate a centralized financial reporting system that automatically pulls
general ledger, accounts payable, fixed assets and payroll data from each of
our nine divisions. We have also installed an accounts payable, purchasing and
receiving system in our divisions that quickly reconciles these accounts and
eliminates duplicative paper work.

We have installed state-of-the-art inventory tracking systems in each of our
divisions. Through the use of bar codes, we can monitor and control the flow of
inventory in our warehouses from delivery to dispatch. While in the warehouse,
the system can identify both the location and quantity of inventory and can
formulate the most efficient route for the product to be pulled to fill a
customer order. As a result of the implementation of these systems, we have
reduced warehouse shrinkage, inventory spoilage and delivery scratch rates,
which has helped to increase overall profitability.

Trade Names, Service Marks and Trademarks

We use a variety of trade names, service marks and trademarks. We own the
Pick 'n Save name and license it to retailers operating 56 stores. These
licensees pay no licensing fees and substantially all have executed a license
and supply agreement which requires them to purchase the majority of their
products from us. We also have trademarks, registered or otherwise, including
Roundy's, Pick 'n Save, Copps, Old Time and Buyers' Choice, which we use in the
ordinary course of business.

Governmental Regulation

We are subject to regulation by a variety of governmental agencies,
including, but not limited to the U.S. Food and Drug Administration, the U.S.
Department of Agriculture and state and local health departments and other
agencies.

As a result of the Transactions we are required to transfer certain permits
and licenses related to our business. Among the licenses which we are required
to transfer are licenses relating to the sale of alcoholic beverages in our
stores. We believe that we should be able to obtain appropriate consents and
approvals for the transfer of all of our liquor and other licenses.

Environmental Regulation

conditions were created by us or by a prior owner or tenant. Although we
typically conduct a limited environmental review prior to acquiring or leasing
new facilities or undeveloped land, there can be no assurance that known or
unknown environmental conditions relating to prior, existing or future facility
sites or our activities or the activities of our predecessor in interest will
not have a material adverse effect on us. It is difficult to predict future
environmental costs as the costs of environmental compliance vary significantly
depending on the extent, source and location of the contamination, geological
and hydrological conditions, available reimbursement by state agencies, the
enforcement policies of regulatory agencies and other factors.

Legal Proceedings

We are a party to various litigation, claims and disputes, some of which are
for substantial amounts, arising in the ordinary course of our business. While
the ultimate effect of such actions cannot be predicted with certainty, we
expect that the outcome of these matters will not result in a material adverse
effect on our business, financial condition or results of operations.

We are involved in litigation with a former officer and employee of Roundy's
stemming from the termination of such employee's employment in 2001. We do not
believe the claims in this suit have any merit, and we have vigorously
contested them and will continue to do so. The same individual has also
threatened to bring other legal actions against us and/or our officers. Our
Board of Directors has evaluated these claims, and on the basis of that
evaluation has concluded that there is no factual basis to support them. If
such litigation is commenced, we intend to defend it vigorously. While we do
not believe that this pending or threatened litigation will result in any
material liability on our part, there can be no assurance to that effect.

MANAGEMENT

Directors and Executive Officers

The executive officers and directors of Roundy's are as follows:

Name Age Position(s) held with Roundy's
---- --- ---------------------------------------

Robert A. Mariano. 52 Chairman of the Board, Chief Executive
Officer and President; Director
Darren W. Karst... 42 Executive Vice President and Chief
Financial Officer
Londell J. Behm... 51 Vice President, Advertising
Ralph D. Beketic.. 55 Vice President, Wholesale
David C. Busch.... 53 Vice President, Administration
Gary L. Fryda..... 49 Vice President, Corporate Retail
Larry Goddard..... 47 Vice President, Management Information
Systems
Edward G. Kitz.... 48 Vice President, Secretary and Treasurer
John E. Paterson.. 54 Vice President, Distribution
Michael J. Schmitt 53 Vice President, Sales and Development
Marion H. Sullivan 55 Vice President, Marketing
Mark P. Michaels.. 42 Director
Avy H. Stein...... 47 Director

Robert A. Mariano is the Chairman of the Board, Chief Executive Officer,
President and a director of RAC and Roundy's. Mr. Mariano served as the
President and a Director of Dominick's Supermarkets, Inc. from March 1995 and
Chief Executive Officer from January 1996 until Dominick's sale to Safeway Inc.
in 1998. Mr. Mariano also served as Chief Operating Officer of Dominick's from
March 1995 until January 1996. Mr. Mariano joined Dominick's in 1972.

Darren W. Karst is the Executive Vice President and Chief Financial Officer
of RAC and Roundy's. From 2000 to 2002, Mr. Karst served as Executive Vice
President and Chief Financial Officer of Alliance Entertainment Corp., a
distributor of music and video products. Mr. Karst served as Executive Vice
President, Finance and Administration of Dominick's from March 1996, and Senior
Vice President, Chief Financial Officer, Secretary and a Director from March
1995 until its sale in 1998. From 1991 to 2002, Mr. Karst was a partner at The
Yucaipa Companies.

Londell J. Behm has served as Vice President of Advertising since 1988. Mr.
Behm joined Roundy's in 1982 as the Advertising Manager and served as the
Corporate Director of Advertising in 1987. Prior to joining Roundy's in 1982,
Mr. Behm was the Advertising Manager at United Foods, a food wholesale
distribution company, from 1972 to 1982.

Ralph D. Beketic has served as Vice President of Wholesale since 1996. Mr.
Beketic joined Roundy's in 1991 as Vice President of Sales for the Milwaukee
Division and served as President of Roundy's Wisconsin Region from 1993 to
1996. Prior to joining Roundy's in 1991, Mr. Beketic maintained several
managerial positions with The Fleming Companies, Inc., a grocery wholesale and
retail company, including Director of Warehouse Stores, Sales and Retail
Operations Manager and Non-Foods Operations Manager. Prior to joining The
Fleming Companies in 1981, Mr. Beketic spent 19 years in various positions with
Safeway Inc.

David C. Busch has served as Vice President of Administration since 1993.
Mr. Busch joined Roundy's in 1988 as Director of Human Resources and was
promoted to Vice President in 1990. Prior to joining Roundy's, Mr. Busch was
Vice President of Human Resources for Service Merchandise Company in 1988 and
Director of Human Resources for Malone & Hyde, Inc., a food wholesale
distribution company, from 1983 to 1987.

Gary L. Fryda has served as Vice President of Corporate Retail since 2000.
From 1987 to 2000, Mr. Fryda served as the President and Chief Executive
Officer of Mega Marts, Inc., which was acquired by Roundy's in March 2000. From
1986 to 1987, Mr. Fryda worked for Cardinal Foods, a grocery wholesale and
retail company, initially as Vice President and Chief Operating Officer of
Cardinal's retail division and later as President of the retail division. From
1977 to 1986, Mr. Fryda served in managerial roles with Roundy's, including
Executive Vice President and Chief Operating Officer of Pick 'n Save stores and
Vice President of Pick 'n Save stores.

Larry Goddard has served as Vice President of Management Information Systems
since 2001 and served as Director of Technical Support and Operations from 1998
to 2001. Mr. Goddard was the Vice President of Sales at Allen Systems Group, a
software development and marketing company, from 1996 to 1997 and held various
positions with Canada Trust from 1980 to 1996, most recently as an Assistant
Vice President of MIS.

Edward G. Kitz has served as Vice President, Secretary and Treasurer of
Roundy's since 1995. Mr. Kitz joined Roundy's in 1980 as the Corporate
Controller and was promoted to Vice President in 1985. In 1989, Mr. Kitz
assumed the additional responsibilities of Treasurer. Prior to joining
Roundy's, Mr. Kitz was with Deloitte & Touche LLP.

John E. Paterson has served as Vice President of Distribution since 1997.
Mr. Paterson joined Roundy's in 1993 as the Vice President of Distribution,
Milwaukee Division. Prior to joining Roundy's in 1993, Mr. Paterson was the
Vice President of Distribution at SuperValu, Inc. from 1990 to 1993.

Michael J. Schmitt has served as Vice President of Sales and Development
since 1994. Prior to this position, Mr. Schmitt was the Vice President, North
Central Region from 1992 to 1994 and General Manager, Milwaukee Division from
1990 to 1991. Mr. Schmitt joined Roundy's in 1977.

Marion H. Sullivan has served as Vice President of Marketing since 1989.
Prior to this, Mr. Sullivan served as President of the Pick 'n Save retail
chain of stores from 1987 to 1989. Prior to joining Roundy's in 1987, Mr.
Sullivan was Director of Warehouse Store Operations for Wisconsin at Godfrey
Company, a grocery wholesale and retail company, from 1982 to 1987. He was also
previously employed at Supermarket Interstate, a grocery wholesale and retail
company, Wetterau, a grocery wholesale and retail company, and Nash Finch
Company, a grocery wholesale and retail company, for 13 years.

Mark P. Michaels is a director of RAC and Roundy's. Mr. Michaels has served
as a Managing Director of Willis Stein & Partners L.P. since 2000. From 1997 to
2000, Mr. Michaels was a Principal at DLJ Merchant Banking Partners. From 1987
to 1997, Mr. Michaels was a consultant at McKinsey & Company, Inc.

Avy H. Stein is a director of RAC and Roundy's. Mr. Stein is a Managing
Director of Willis Stein & Partners L.P. Prior to the formation of Willis Stein
in 1994, Mr. Stein served as a Managing Director of CIVC Partners from 1989 to
1994. From 1984 to 1985, Mr. Stein was President of Cook Energy Corporation and
Vice President of Corporate Planning and Legal Affairs at Cook International,
Inc. From 1980 through 1983, Mr. Stein was an attorney with Kirkland & Ellis.
Mr. Stein has also served as a special consultant for mergers and acquisitions
to the Chief Executive Officer of NL Industries, Inc. and as the Chief
Executive Officer of Regent Corporation. He currently serves as a Director of
several companies, including Ziff Davis Media, Inc., CTN Media Group Inc.,
Racing Champions Corporation, Tremont Corporation and other Willis Stein
portfolio companies.

Except as described herein, there are no arrangements or understandings
between any executive officer and any other person pursuant to which that
person was elected or appointed to his position.

Our Board of Directors has the power to appoint officers. Each officer will
hold office for the term determined by our Board of Directors and until such
person's successor is chosen and qualified or until such person's death,
resignation or removal. Our Board of Directors currently has no standing
committees, although it may create committees.

Executive Agreements

Robert Mariano. In connection with the Transactions, we entered into an
Executive Agreement with Mr. Mariano, which governs the terms of Mr. Mariano's
employment with us.

In his Executive Agreement, Mr. Mariano agreed to serve as our Chairman of
the Board, Chief Executive Officer and President until he resigns or until we
terminate his employment. While employed by us, Mr. Mariano will receive an
annual base salary of $600,000, subject to increase by our Board of Directors.
Mr. Mariano is also eligible for a bonus of up to 100% of his base salary based
upon the achievement of certain financial goals. In addition, he is entitled to
customary benefits for which senior executives of Roundy's are generally
eligible.

Mr. Mariano's employment will continue until his death or incapacity,
termination by us, with or without cause, or his resignation for any reason.
His Executive Agreement provides for an initial term of employment of five
years. If Mr. Mariano's employment is terminated by us prior to that time
without cause, or if he resigns with good reason (each as defined in the
Executive Agreement), he will be entitled to one year of his base salary and
employee benefits through the first anniversary of his termination.

Mr. Mariano's Executive Agreement also contains customary noncompetition
provisions.

Mr. Mariano's Executive Agreement also provides for the purchase by him of
shares of RAC common stock in exchange for a promissory note. The RAC common
stock he purchased under the Executive Agreement is subject to time vesting
provisions, which will vest ratably over a five year period. Mr. Mariano also
purchased additional shares of RAC common and preferred stock for cash on
generally the same terms and conditions as Willis Stein.

Darren W. Karst. Mr. Karst entered into an Executive Agreement on
substantially similar terms to those contained in Mr. Mariano's Executive
Agreement, except that his base salary is $450,000.

Gary L. Fryda. Roundy's has an employment agreement with Gary L. Fryda,
which expires on April 1, 2005. The agreement requires Mr. Fryda to perform
certain services for Roundy's as Vice President of Corporate Retail and
provides Mr. Fryda with an annual salary of $332,500 for the term of the
agreement. Mr. Fryda is also entitled to participate in certain employee
benefit programs, which we make generally available to our executives from time
to time. During the employment period and for a period of two years after
termination of employment (under certain circumstances), Mr. Fryda agrees not
to compete with Roundy's based on certain terms described in the agreement.

Historical Compensation

The following table shows the compensation for the past three years of our
former Chief Executive Officer and Chief Financial Officer and our next four
most highly compensated executive officers performing policy making functions
for Roundy's, including the Chief Executive Officer (the "named executive
officers"):

Long-Term
Compensation
------------
Securities
Name and Salary Underlying All Other
Principal Position Year (1)(2) Bonus Options Compensation (3)
------------------ ---- -------- -------- ------------ ----------------

Gerald F. Lestina (4)..................... 2001 $500,000 $188,125 -- $161,165
Former President and Chief Executive 2000 475,000 166,250 -- 21,522
Officer 1999 410,231 126,646 -- 16,101
Robert D. Ranus (4)....................... 2001 250,000 94,063 -- 82,276
Former Vice President and Chief Financial 2000 240,000 84,000 -- 12,933
Officer 1999 232,500 69,283 -- 11,961
Gary L. Fryda (5)......................... 2001 332,500 -- -- 6,440
Vice President of Corporate Retail 2000 249,375 -- -- 3,202
1999 -- -- -- --
Ralph D. Beketic.......................... 2001 225,000 84,656 -- 81,339
Vice President--Wholesale 2000 210,000 73,500 -- 19,104
1999 195,077 59,598 -- 15,391
Marion H. Sullivan........................ 2001 200,000 75,250 -- 66,921
Vice President of Marketing 2000 190,000 66,500 -- 11,970
1999 180,000 53,638 -- 10,991
Michael J. Schmitt........................ 2001 200,000 75,250 -- 66,600
Vice President--Sales and Development 2000 190,000 66,500 -- 11,768
1999 172,616 53,638 -- 9,298

- --------
(1)Includes amounts (if any) deferred pursuant to Roundy's Deferred
Compensation Plan.
(2)Pursuant to applicable SEC regulations, perquisites and other personal
benefits are omitted because they did not exceed the lesser of either
$50,000 or 10% of the total of salary and bonus.
(3)The amounts shown in this column include the following:

Roundy's, Inc.
Term Life Roundy's Deferred 2001 Incentive
Insurance Contributions to Compensation Compensation
Name Year Premiums 401(k) Plans Plan (a) Plan (b)
---- ---- --------- ---------------- ------------ --------------

Gerald F. Lestina........ 2001 $ 7,802 $5,250 $12,974 $135,139
2000 8,395 4,500 8,627 --
1999 7,625 5,000 3,476 --
Robert D. Ranus.......... 2001 8,195 5,250 1,262 67,569
2000 6,820 5,250 863 --
1999 6,613 5,000 348 --
Gary L. Fryda............ 2001 976 5,250 214 --
2000 1,092 2,110 -- --
1999 -- -- -- --
Ralph D. Beketic......... 2001 8,994 5,141 6,272 60,932
2000 10,451 4,500 4,153 --
1999 9,419 4,450 1,522 --
Marion H. Sullivan....... 2001 6,004 4,500 2,293 54,124
2000 5,815 4,500 1,655 --
1999 5,844 4,452 695 --
Michael J. Schmitt....... 2001 3,099 5,250 4,127 54,124
2000 3,501 5,100 3,167 --
1999 3,329 4,579 1,390 --

-----
(a)Estimated above-market portion of interest accrued on amounts deferred
under the Roundy's Deferred Compensation Plan. See "Deferred
Compensation Plan" below.
(b)Dollar value of Awards under the Roundy's, Inc. 2001 Incentive
Compensation Plan for 2001 only.
(4)Messrs. Lestina and Ranus resigned in connection with the Transactions.
(5)Mr. Fryda's employment with Roundy's began April 1, 2000.

Life Insurance

Each of the executive officers of Roundy's are covered by $250,000 of
executive equity life insurance. In addition, executives are covered by a group
life carve-out plan in the amount of three times salary, which is in lieu of
the group term life insurance provided to substantially all nonunion employees
under a Roundy's-sponsored plan. In addition, the executive officers of
Roundy's are covered by an executive disability income insurance wrap-around
plan which is in addition to the disability income insurance provided to
substantially all nonunion employees under a Roundy's-sponsored plan.

Change in Control

Roundy's has deferred compensation agreements with certain executive
officers, including Messrs. Beketic, Sullivan and Schmitt. These agreements
provide generally that Roundy's will pay to the employee a deferred
compensation amount, if at any time within three years after the occurrence of
a change in control the employee's employment is terminated by Roundy's, other
than for good cause, or upon the employee's voluntary termination of employment
for "good reason." If the termination date occurs within two years after the
date on which a change in control occurs, the deferred compensation amount will
be equal to their "monthly benefit amount" times 24. If the termination date
occurs more than two years, but not more than three years, after the date on
which a change in control occurs, the deferred compensation amount will be
equal to the monthly benefit amount times 24 minus the number of calendar
months between the date two years after the date on which a change of control
occurs and the termination date. The monthly benefit amount is equal to 1/12
of the employee's annual base salary. If the employee becomes entitled to the
payment of a deferred compensation amount, we will continue to provide to the
employee those health and life insurance benefits to which the employee was
entitled as of the termination date for a similar period. The Transactions
constituted a change in control under these agreements. Under the terms of the
share exchange agreement, the Transactions constitute "good reason."

Deferred Compensation Plan

Roundy's maintains a deferred compensation plan, applicable to officers who
have been elected by the Board of Directors to assist those officers in
deferring income until their retirement, death or other termination of
employment. The plan participants may make deferral commitments that are not
less than $10,000 over a period of not more than seven years and not less than
$2,000 in any one year. The aggregate annual deferral may not exceed $100,000
per calendar year for all participants combined unless the Board of Directors
approves an amount in excess of that limit. For 2001, the Board of Directors
approved an annual deferral of $276,000. Monthly interest is credited to each
participant's account based on the Moody's Long Term Bond Rate in effect on
January 1 of each year plus 2%. Upon death of a participant prior to
termination of employment and before any periodic payments have started,
Roundy's will pay to the participant's designated beneficiary a pre-retirement
death benefit equal to five times the total aggregate deferral commitment of
the participant payable in equal annual installments over a 10 year period.
Roundy's has purchased life insurance policies on the lives of the participants
to fund its liabilities under the plan. We established a trust to hold assets
to be used to pay benefits under the deferred compensation plan, however, the
rights of any particular beneficiary or estate to benefits under the deferred
compensation plan are solely those of an unsecured creditor of Roundy's.

Board of Directors Compensation

Directors who are employees of Roundy's or affiliates of Willis Stein
receive no fees for serving as directors.

Option/SAR Exercises

The following table provides information on the named executive officers'
option and SAR exercises in 2001 and the value of unexercised options at
December 29, 2001.

Value ($) of Unexercised
Number of Unexercised In-The-Money
Shares (A) Options (A) Options
Acquired (B) SARs (B) SARs
on Exercise at 12/29/01 at 12/29/01 (1)
(A) Options Value ($) ------------------------- -------------------------
Name (B) SARs Realized Exercisable Unexercisable Exercisable Unexercisable
---- ----------- --------- ----------- ------------- ----------- -------------

Gerald F. Lestina............. (A)-- -- 21,500 -- 2,104,725 --
(B)-- -- -- -- -- --

Robert D. Ranus............... (A)-- -- 10,500 -- 1,179,425 --
(B)-- -- -- -- -- --

Gary L. Fryda................. (A)-- -- -- -- -- --
(B)-- -- -- -- -- --

Ralph D. Beketic.............. (A)-- -- 2,000 -- 194,925 --
(B)-- -- 2,000 -- 207,225 --

Marion H. Sullivan............ (A)-- -- 1,500 -- 172,825 --
(B)-- -- 2,500 -- 271,775 --

Michael J. Schmitt............ (A)-- -- 3,500 -- 383,025 --
(B)-- -- 1,500 -- 172,825 --

- --------
(1)Based upon the $170.20 book value of Roundy's, Inc. Common Stock on December
29, 2001. Had the Transactions been consummated on March 30, 2002, the value
of Roundy's common stock would have been approximately $477.00 per share.

All such options were paid or cancelled in connection with the Transactions.

Retirement Plan

Benefits under the Roundy's retirement plan are, in general, an amount equal
to 50% of average compensation minus 50% of the participant's primary Social
Security benefit; provided, however, that if the employee has fewer than 25
years of credited service, the monthly amount so determined is multiplied by a
fraction, the numerator of which is the years of credited service and the
denominator of which is 25. In addition, if credited service is greater than 25
years, the benefit is increased by one percent of average compensation for each
year of credited service in excess of 25 years to a maximum of 10 additional
years.

The following table shows the estimated annual pensions (before deduction of
the Social Security offset described above) that persons in specified
categories would have received if they had retired on December 29, 2001, at the
age of 65:

Average Annual
Compensation
During Last Five Annual Pension After Specified Years of Credited Service
Completed Calendar -----------------------------------------------------
Years 10 Years 15 years 20 Years 25 Years 30 Years 35 Years
------------------ -------- -------- -------- -------- -------- --------

$100,000 $20,000 $30,000 $40,000 $ 50,000 $ 55,000 $ 60,000
125,000 25,000 37,500 50,000 62,500 68,800 75,000
160,000 30,000 45,000 60,000 75,000 82,500 90,000
175,000 32,700 49,100 65,500 81,800 90,000 98,200
200,000 32,800 49,200 65,600 82,000 90,200 98,400
225,000 32,800 49,200 65,600 82,000 90,200 98,400
250,000 33,000 49,900 66,900 83,800 92,500 101,100
300,000 34,400 54,700 75,000 95,300 107,400 118,700
400,000 35,000 56,900 78,900 100,800 114,500 127,100
450,000 35,000 56,900 79,900 100,800 114,500 127,100
500,000 35,000 56,900 78,900 100,800 114,500 127,100

All of the named executive officers are covered by the Roundy's retirement
plan. Their average annual compensation would be the combined amount listed
under salary and bonus shown in the Summary Compensation Table. The estimated
credited years of service for each of the named executive officers is as
follows: Mr. Mariano--0 years; Mr. Karst--0 years; Mr. Beketic--11 years; Mr.
Fryda--12 years; Mr. Sullivan--14 years; Mr. Ranus--15 years; Mr. Schmitt--24
years; and Mr. Lestina--32 years.

Supplemental Plan

Messrs. Lestina, Ranus, Beketic and Sullivan participate in the Roundy's,
Inc. Supplemental Employee Retirement Plan, which is designed to supplement the
retirement benefits which are payable through the Roundy's, Inc. Retirement
Plan, so that the effects of the limitation on compensation under the
Retirement Plan due to Section 401(a)(17) of the Internal Revenue Code are
eliminated. The benefit under the Supplemental Plan is equal to the difference
between (i) 50% of the participant's final average annual earnings for the last
five years and (ii) the value of the participant's benefits under the
Retirement Plan, payable in the form of a 15 year term certain annuity. A
survivor benefit is payable to the participant's beneficiary. We established a
trust to hold assets to be used to pay benefits under the Supplemental Plan,
however, the rights of any participant, beneficiary or estate to benefit under
the Supplemental Plan are solely those of an unsecured creditor of Roundy's.
Roundy's has purchased life insurance policies on the lives of the participants
to fund its liabilities under the Supplemental Plan.

Compensation Committee Interlocks and Insider Participation

The members of Roundy's Compensation Committee were George E. Prescott,
Henry Karbiner, Jr., Gary R. Sarner and Gerald F. Lestina. The only
employee-member is Mr. Lestina (President and Chief Executive Officer),
however, he is a non-voting member. George E. Prescott is associated with
Prescott Supermarkets, Inc., which made total merchandise purchases of $113.4
million from us in 2001 and is currently subleasing land and buildings from us
for periods of three to 15 years at six store sites, for an aggregate annual
rental of approximately $2.3 million. We made payments in fiscal 2001
aggregating $3.5 million for handling, order selecting and storage of frozen
food, meat and ice cream to Total Logistics Control, LLC, of which Mr. Sarner
is Chairman.

The compensation arrangements for Messrs. Mariano and Karst were, and in the
future the compensation arrangements for our other executive officers will be,
established pursuant to arms-length negotiations between representatives of the
equity sponsor and each executive officer.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Equity Arrangements

In connection with the Transactions, Willis Stein, Messrs. Mariano and Karst
and certain other investors purchased shares of common stock and preferred
stock of RAC.

The holders of common stock are entitled to receive dividends out of legally
available funds, payable when, as and if declared by RAC's board of directors
and are entitled to one vote per share held.

The holders of preferred stock are entitled to receive cumulative dividends,
accruing on a daily basis at the rate of 12% per annum, out of legally
available funds, payable when, as and if declared by the Board of Directors.
Dividends compound to the extent not paid on any quarterly dividend payment
date. The holders of preferred stock also participate with the holders of
common stock with respect to any other yields or distributions.

In the event of any liquidation, dissolution or winding up of RAC, the
holders of preferred stock will be entitled to receive, in preference to the
holders of common stock, an amount payable in cash equal to the original
purchase price for the preferred stock plus declared and unpaid dividends.
Thereafter, holders of the common stock and the preferred stock will share the
remaining net assets of RAC.

RAC must redeem the preferred stock on September 30, 2012.

In addition, in connection with a change in control transaction or a sale of
all or substantially all of RAC's assets on a consolidated basis upon the
request of the majority of the holders of the preferred stock, the holders of
preferred stock will be entitled to receive an amount payable in cash equal to
the original purchase price for the preferred stock plus declared and unpaid
dividends RAC must the preferred stock .

Prior to an initial public offering, upon the request of the holders of a
majority of the preferred stock, the preferred stock will either be redeemed
for cash or converted into shares of common stock.

The holders of preferred stock are entitled to one vote per share held.

Severance Agreements

Roundy's has a severance agreement with Gerald F. Lestina our former
President and Chief Executive Officer. This agreement continues in effect until
October 10, 2007. Upon Roundy's termination of Mr. Lestina's employment (other
than for "good cause" as defined in the agreement), or Mr. Lestina's
termination of his employment (for "good reason" as defined in the agreement),
Roundy's will pay Mr. Lestina a "severance benefit" over a period of two years
following the termination date, without interest, provided that if such
termination occurs within a three year period following a "change in control,"
as defined in the agreement, then the entire amount of the "severance benefit"
shall be paid in a lump sum within 30 days after the termination date.

The Transactions are a change in control under the terms of Mr. Lestina's
agreement and, upon consummation of the Transactions, Mr. Lestina resigned and
collected the severance benefit. The severance benefit means the sum of the
following multiplied by two: (i) Mr. Lestina's annual base salary in effect as
of the termination date; plus (ii) the amount of any bonus paid or payable to
Mr. Lestina for the preceding fiscal year. Roundy's will continue to provide to
Mr. Lestina those health and life insurance benefits to which he was entitled
as of the termination date, for a period of two years. In addition, pursuant to
the terms of his severance agreement, Roundy's will provide coverage for Mr.
Lestina and his spouse under the employee health, medical and life insurance
plans maintained by Roundy's for its executive personnel, until, in addition to
other parameters, the deaths of Mr. Lestina and his spouse.

Pursuant to a resolution of the Board of Directors of Roundy's, upon
consummation of the transactions, Roundy's will provide coverage for Mr. Ranus,
his spouse and son under the employee health, medical and life insurance plans
maintained by Roundy's for its executive personnel, until, in addition to other
parameters, the deaths of Mr. Ranus, his spouse and son.

Non-Competition Agreements

In connection with the Transactions, Roundy's entered into Confidentiality
and Noncompete Agreements with Messrs. Lestina and Ranus. Pursuant to these
agreements Messrs. Lestina and Ranus agreed not to disclose or use at any time
Roundy's Confidential Information (as such term is defined therein) of which
they become aware, except (i) to the extent that such disclosure or use is
authorized by Roundy's or (ii) as is directly required by the performance of
their duties. They further agreed that any intellectual property generated,
authored or contributed to by them as part of any activities taken on Roundy's
behalf would become Roundy's exclusive property. In addition, pursuant to these
agreements, Messrs. Lestina and Ranus agreed, for the next three years, not to:
(i) participate in any business located in the States of Illinois, Indiana,
Michigan, Minnesota, Ohio or Wisconsin which engages or which proposes to
engage in the business of the wholesale distribution and retail of food,
groceries, general merchandise and other goods and services related to the
wholesale or retail sale or distribution of food or groceries; (ii) induce or
attempt to induce any Roundy's employees to leave our employment; (iii) hire
anyone who was an employee of Roundy's during this three-year period; or (iv)
induce or attempt to induce any of Roundy's customers, suppliers, or other
business relations to cease doing business with us.

Consulting Agreements

On July 1, 2002, Roundy's entered into a Consulting Agreement with Gerald F.
Lestina pursuant to which Mr. Lestina, acting as an independent contractor,
will provide consulting services to Roundy's and its management at Roundy's
Pewaukee area offices and facilities. In addition to providing his consulting
services, Mr. Lestina will cooperate with Roundy's and render his assistance in
any claim, demand, action or suit or proceeding pertaining to Roundy's, unless
Mr. Lestina shall be an adverse party in such matter. The term of this
agreement (the "Consulting Period") will be 24 months unless terminated earlier
by agreement of the parties, by Mr. Lestina's death or permanent disability, or
by Roundy's for cause. Mr. Lestina will receive $17,500 per month in
compensation for his services and will be entitled to reimbursement of the
reasonable out-of-pocket expenses he incurs in the course of performing his
duties during the Consulting Period. Under the terms of this agreement Mr.
Lestina has agreed not to disclose or use at any time Roundy's Confidential
Information (as such term is defined therein) of which he becomes aware, except
(i) to the extent that such disclosure or use is authorized by Roundy's or (ii)
as is directly required by the performance of his duties. He has further agreed
that any intellectual property generated, authored or contributed to by him as
part of any activities taken on Roundy's behalf would become Roundy's exclusive
property.

Merchandise Purchases and Other Transactions

Certain of the persons affiliated with Roundy's prior to the Transactions
own and/or operate retail food stores which purchase merchandise from us. We
also engage in certain other transactions with such retail food stores and
other affiliates of such persons. All of such merchandise purchases are made
from Roundy's, and all such other transactions are engaged in, in the ordinary
course of business and on the same basis and conditions as merchandise
purchases and other similar transactions between Roundy's and its other
stockholders that are customers. The following table and the notes thereto set
forth certain information about such transactions:

Merchandise
Purchases
2001
------------

Robert E. Bartels (1).................................. $151,353,800
Charles R. Bonson (2).................................. 18,760,000
Victor C. Burnstad (3)................................. 20,100,100
Robert S. Gold (4)..................................... 70,667,800
Gary N. Gundlach (5)................................... 73,412,500
Patrick D. McAdams/McAdams, Inc. (6)................... 105,049,300
David J. Spiegelhoff (7)............................... 50,066,000
George E. Prescott/Prescott Supermarkets, Inc. (8)..... 113,446,000
Woodman's Food Markets, Inc............................ 55,872,000
Gary R. Sarner (9)..................................... n/a

- --------
(1)Through Martin's Super Markets, Inc.
(2)Through Bonson's of Waupaca, LLC; Bonson's of Waupaca, LLC is currently
subleasing land and buildings from Roundy's for six years for an annual
rental of approximately $137,400. In June 1998, Bonson's Foods, Inc. issued
promissory notes to Roundy's, Inc. in the amount of $500,000. The amount
outstanding as of December 29, 2001 was $333,300.
(3)Through Burnstad Bros., Inc.; Burnstad Bros., Inc. is currently subleasing
land and a building from Roundy's for a period of approximately one year,
for an annual rental of approximately $44,000.
(4)Through B. & H. Gold Corporation, Gold's Market, Inc., Golds, Inc. and
Gold's of Mequon LLC; B. & H. Gold Corporation, Gold's Market, Inc., Golds,
Inc. and Gold's of Mequon LLC are currently subleasing land and buildings
from Roundy's for periods of four to 22 years at four store sites, for an
aggregate annual rental of approximately $1,917,600.
(5)Through retail grocery stores owned by Mr. Gundlach as sole proprietor and
Maple Grove Supermarkets, LLC; Mr. Gundlach and Maple Grove Supermarkets,
LLC are currently subleasing land and buildings from Roundy's for periods of
seven to 18 years at five store sites, for an aggregate annual rental of
approximately $1,481,700.
(6)Through McAdams, Inc.; McAdams, Inc. is currently subleasing land and
buildings from Roundy's for periods of eight and nine years at two store
sites, for an aggregate rental of approximately $554,800.
(7)Through Spiegelhoff's Super Food Market, Inc.; Spiegelhoff's Super Food
Market, Inc. is currently subleasing land and buildings from Roundy's for
periods of five to 19 years at five store sites for an aggregate rental of
approximately $1,629,500.
(8)Through Prescott Supermarkets, Inc.; Prescott Supermarkets, Inc. is
currently subleasing land and buildings from Roundy's for periods of three
to 15 years at six store sites, for an aggregate rental of approximately
$2,293,700.
(9)Roundy's made payments in fiscal 2001 aggregating $3,549,000 for handling,
order selecting and storage of frozen food, meat and ice cream to Total
Logistics Control, LLC of which Mr. Sarner is Chairman.

PRINCIPAL STOCKHOLDERS

Roundy's, Inc. is a wholly-owned subsidiary of RAC. RAC was capitalized in
the Transactions with approximately $314.5 million of equity capital in the
form of common and preferred stock. The Willis Stein Funds and associated
investors own approximately 88-90% of RAC's common stock, as well as preferred
stock with an aggregate liquidation value of approximately $300 million. The
address for the Willis Stein Funds is One North Wacker Drive, Suite 4800,
Chicago, Illinois 60606. Mr. Mariano owns approximately 4% of RAC's common
stock, as well as preferred stock with an aggregate liquidation value of
approximately $1 million. Mr. Karst owns approximately 2% of RAC's common
stock, as well as preferred stock with an aggregate liquidation value of
approximately $400,000. Other members of Roundy's senior management will own
approximately 4% to 6% of RAC's common stock. The address for Messrs. Mariano
and Karst and other senior management is c/o Roundy's, Inc., 23000 Roundy
Drive, Pewaukee, Wisconsin 53702. For more information, see
"Management--Executive Agreements" and "Certain Relationships and Related
Transactions--Equity Arrangements."

DESCRIPTION OF SENIOR CREDIT FACILITY

In connection with the Transactions described herein, the issuer entered
into a senior credit facility with Bear Stearns Corporate Lending Inc., as
Administrative Agent, Bear, Stearns & Co. Inc., as Sole Lead Arranger and Sole
Book-Running Manager, Canadian Imperial Bank of Commerce, as Syndication Agent,
and a syndicate of financial institutions and institutional lenders. Set forth
below is a summary of the material terms of the senior credit facility.

The senior credit facility provides for aggregate borrowings by us of up to
$375.0 million. The senior credit facility provides for:

. a five-year revolving credit facility of up to $125.0 million in revolving
credit loans, $20.0 million of which will be available for letters of
credit, and

. a seven-year term loan facility of $250.0 million in term loans.

We borrowed $250.0 million under the term loan facility to provide a portion
of the proceeds required to consummate the Transactions. The revolving credit
facility will also be used for working capital and general corporate needs,
including permitted acquisitions.

Collateral and Guarantees

The loans and other obligations under the senior credit facility are
guaranteed by RAC and each of Roundy's direct and indirect present and future
domestic subsidiaries.

Our obligations under the senior credit facility and the guarantees are
secured by:

. a perfected first priority security interest in substantially all of our
present and future tangible and intangible assets, subject to certain
customary exceptions, and

. a pledge of (i) all of our capital stock and that of any of our direct and
indirect domestic subsidiaries and (ii) 65% of the capital stock of our
first-tier foreign subsidiaries.

Interest and Fees

Our borrowings under the senior credit facility are subject to periodic
interest payments and bear interest at a rate which, at our option, can be
either:

. a base rate generally defined as the sum of (i) the higher of (x) the rate
of interest publicly announced by the Canadian Imperial Bank of Commerce
as its prime rate in effect at its principal office in New York City, and
(y) the federal funds effective rate from time to time plus 0.5% and (ii)
an applicable margin, or

. a LIBOR rate generally defined as the sum of (i) the rate at which
eurodollar deposits for one, two, three or six months or, with the consent
of the lenders under the applicable credit facility, nine or 12 months (as
selected by us) are offered in the interbank eurodollar market and (ii) an
applicable margin.

The initial applicable margin for the base rate and eurodollar rate
revolving loans is 2.00% and 3.00%, respectively, and the applicable margin for
the base rate and eurodollar term loans is 1.50% and 2.50%, respectively.
Commencing on the date of delivery of our financial statements occurring after
the completion of two full quarters following the closing of the acquisition,
the applicable margin for the base rate and eurodollar rate revolving loans and
the commitment fee will be subject to adjustment based on our leverage ratio,
so long as no default or event of default has occurred and is continuing.

We are required to pay a commitment fee, calculated per annum, on the
difference between committed amounts and amounts actually utilized under the
revolving credit facility, which will be (a) 0.75% at any time when 50% or less
of the revolving credit facility is utilized or (b) 0.50%, at any other time.

Repayments; Prepayments

The term loan is repayable in 28 consecutive quarterly installments the
first 24 of which will each be in the amount of $625,000 and the last four of
which will each be in the amount of $58,750,000.

Voluntary prepayments of principal outstanding under the term and revolving
loans are permitted at any time without premium or penalty, upon the giving of
proper notice. In addition, we are required to prepay amounts outstanding under
the senior credit facility in an amount equal to:

. 100% of the net proceeds of any sale or issuance of equity by Roundy's or
any of its subsidiaries, subject to certain exceptions;

. 100% of the net proceeds from any incurrence of additional indebtedness by
Roundy's or any of its subsidiaries, subject to certain exceptions;

. 100% of the net cash proceeds from any sale or other disposition by
Roundy's or any of its subsidiaries of any assets, subject to certain
reinvestment provisions and excluding sales from inventory in the ordinary
course and certain other dispositions; and

. 75% (if our leverage ratio is equal to or greater than 3.0:1.0), 50% (if
our leverage ratio is less than 3.0:1.0 and equal to or greater than
2.0:1.0) or 0% (if our leverage ratio is less than 2.0:1.0) of excess cash
flow for each fiscal year.

Certain Covenants

The senior credit facility requires us to meet certain financial tests,
including without limitation, a minimum fixed charge coverage ratio and maximum
total and senior leverage ratios. In addition, the senior credit facility
contains certain covenants which, among other things, limit the incurrence of
additional indebtedness, investments, dividends, transactions with affiliates,
asset sales, capital expenditures, mergers and consolidations, prepayments of
other indebtedness, liens and other matters customarily restricted in such
agreements.

Events of Default

The senior credit facility contains customary events of default, including,
without limitation, payment defaults, material inaccuracy of representations
and warranties, covenant defaults, cross-defaults to certain other material
agreements, indebtedness in excess of specified amounts, certain events of
bankruptcy and insolvency, certain ERISA events, judgment defaults in excess of
specified amounts, failure of any guaranty or security document supporting the
senior credit facility to be in full force and effect and change in control.

DESCRIPTION OF NOTES

You can find the definitions of certain terms used in this description under
the subheading "Certain Definitions." In this description, the word "Roundy's"
refers only to Roundy's, Inc. and not to any of its subsidiaries.

Roundy's issued the notes under an indenture among itself, the Guarantors
and BNY Midwest Trust Company, as trustee, in a private transaction that was
not subject to the registration requirements of the Securities Act. See "Notice
to Investors." The terms of the notes included those stated in the indenture
and those made part of the indenture by reference to the Trust Indenture Act of
1939, as amended.

Any notes that remain outstanding after completion of the exchange offer,
together with the Exchange Notes issued in the exchange offer, will be treated
as a single class of securities under the Indenture.

The following description is a summary of the material provisions of the
indenture and the registration rights agreement. It does not restate those
agreements in their entirety. We urge you to read the indenture and the
registration rights agreement because they, and not this description, define
your rights as holders of the notes. Copies of the indenture and the
registration rights agreement are available as set forth below under
"--Additional Information." Unless otherwise required by the context,
references in this description to the notes include the notes issued to the
initial purchasers in a private transaction that was not subject to the
registration requirements of the Securities Act and the Exchange Notes which
have been registered under the Securities Act. Certain defined terms used in
this description but not defined below under "--Certain Definitions" have the
meanings assigned to them in the indenture.

The registered holder of a note will be treated as the owner of it for all
purposes. Only registered holders will have rights under the indenture and the
registration rights agreement.

Brief Description of the Notes and the Guarantees

The Notes

The notes:

. are general unsecured obligations of Roundy's;

. are subordinated in right of payment to all existing and future Senior
Debt of Roundy's;

. are pari passu in right of payment with any future senior subordinated
Indebtedness of Roundy's; and

. are unconditionally guaranteed on a joint and several basis by the
Guarantors.

The Guarantees

The notes are guaranteed on a joint and several basis by all of Roundy's
Domestic Subsidiaries.

Each guarantee of the notes:

. is a general unsecured obligation of the Guarantor;

. is subordinated in right of payment to all existing and future Senior Debt
of that Guarantor; and

. is pari passu in right of payment with any future senior subordinated
Indebtedness of that Guarantor.

Assuming we had completed the Transactions, as of March 30, 2002, Roundy's
and the Guarantors would have had total Senior Debt of approximately $263.9
million. As indicated above and as discussed in detail below under the caption
"--Subordination," payments on the notes and under these guarantees are
subordinated to the payment of Senior Debt. The indenture will permit us and
the Guarantors to incur additional Senior Debt.

Not all of our subsidiaries will guarantee the notes. In the event of a
bankruptcy, liquidation or reorganization of any of these non-guarantor
subsidiaries, the non-guarantor subsidiaries will pay the holders of

their debt and their trade creditors before they will be able to distribute any
of their assets to us. Roundy's and its guarantor subsidiaries generated 100.0%
of our consolidated revenues in the 12-month period ended March 30, 2002 and
held 99.9% of our consolidated assets as of March 30, 2002. There are currently
two non-guarantor subsidiaries, Clintonville Land, Co., LLC and Badger
Assurance, Ltd.

As of the date of the indenture, all of our subsidiaries will be "Restricted
Subsidiaries." However, under the circumstances described below under the
subheading "--Certain Covenants--Designation of Restricted and Unrestricted
Subsidiaries," we will be permitted to designate certain of our subsidiaries as
"Unrestricted Subsidiaries." Our Unrestricted Subsidiaries will not be subject
to many of the restrictive covenants in the indenture. Our Unrestricted
Subsidiaries will not guarantee the notes.

Principal, Maturity and Interest

Roundy's will issue notes in an aggregate principal amount of $225.0 million
in this offering. Roundy's may issue additional notes from time to time after
this offering. Any offering of additional notes is subject to the covenant
described below under the caption "--Certain Covenants--Incurrence of
Indebtedness and Issuance of Preferred Stock." The notes and any additional
notes subsequently issued under the indenture will be treated as a single class
for all purposes under the indenture, including, without limitation, waivers,
amendments, redemptions and offers to purchase. Roundy's will issue notes in
denominations of $1,000 and integral multiples of $1,000. The notes will mature
on June 15, 2012.

Interest on the notes will accrue at the rate of 8 7/8% per annum and will
be payable semi-annually in arrears on June 15 and December 15, commencing on
December 15, 2002. Roundy's will make each interest payment to the holders of
record on the immediately preceding June 1 and December 1.

Interest on the notes will accrue from the date of original issuance or, if
interest has already been paid, from the date it was most recently paid.
Interest will be computed on the basis of a 360-day year comprised of twelve
30-day months.

Methods of Receiving Payments on the Notes

If a holder has given wire transfer instructions to Roundy's, Roundy's will
pay all principal, interest and premium and Liquidated Damages, if any, on that
holder's notes in accordance with those instructions. All other payments on
notes will be made at the office or agency of the paying agent and registrar
within the City and State of New York unless Roundy's elects to make interest
payments by check mailed to the holders at their address set forth in the
register of holders.

Paying Agent and Registrar for the Notes

The trustee will initially act as paying agent and registrar. Roundy's may
change the paying agent or registrar without prior notice to the holders of the
notes, and Roundy's or any of its Subsidiaries may act as paying agent or
registrar.

Transfer and Exchange

A holder may transfer or exchange notes in accordance with the indenture.
The registrar and the trustee may require a holder, among other things, to
furnish appropriate endorsements and transfer documents in connection with a
transfer of notes. Holders will be required to pay all taxes due on transfer.
Roundy's is not required to transfer or exchange any note selected for
redemption. Also, Roundy's is not required to transfer or exchange any note for
a period of 15 days before a selection of notes to be redeemed.

Subsidiary Guarantees

The notes will be guaranteed jointly and severally by each of Roundy's
current and future Domestic Subsidiaries. Each Subsidiary Guarantee will be
subordinated to the prior payment in full of all Senior Debt of

that Guarantor. The obligations of each Guarantor under its Subsidiary
Guarantee will be limited as necessary to prevent that Subsidiary Guarantee
from constituting a fraudulent conveyance under applicable law. See "Risk
Factors--Federal and State statutes allow courts, under specific circumstances,
to void guarantees and require note holders to return payments received from
guarantors."

A Guarantor may not sell or otherwise dispose of all or substantially all of
its assets to, or consolidate with or merge with or into (whether or not such
Guarantor is the surviving Person), another Person, other than Roundy's or
another Guarantor, unless:

(1) immediately after giving effect to that transaction, no Default or
Event of Default exists; and

(2) either:

(a) the Person acquiring the property in any such sale or disposition
or the Person formed by or surviving any such consolidation or merger
assumes all the obligations of that Guarantor under the indenture, its
Subsidiary Guarantee and the registration rights agreement pursuant to a
supplemental indenture reasonably satisfactory to the trustee; or

(b) the Net Proceeds of such sale or other disposition are applied in
accordance with the applicable provisions of the indenture.

The Subsidiary Guarantee of a Guarantor will be released:

(1) in connection with any sale or other disposition of all or
substantially all of the assets of that Guarantor (including by way of
merger or consolidation) to a Person that is not (either before or after
giving effect to such transaction) a Subsidiary of Roundy's, if the sale or
other disposition complies with the "Asset Sale" provisions of the indenture;

(2) in connection with any sale of all of the Capital Stock of a
Guarantor to a Person that is not (either before or after giving effect to
such transaction) a Subsidiary of Roundy's, if the sale complies with the
"Asset Sale" provisions of the indenture; or

(3) if Roundy's designates any Restricted Subsidiary that is a Guarantor
as an Unrestricted Subsidiary in accordance with the applicable provisions
of the indenture.

See "--Repurchase at the Option of Holders--Asset Sales."

Subordination

The payment of principal, interest and premium and Liquidated Damages, if
any, on the notes will be subordinated to the prior payment in full in cash of
all Senior Debt of Roundy's, including Senior Debt incurred after the date of
the indenture.

The payment of principal, interest and premium and Liquidated Damages, if
any, on the Subsidiary Guarantees will be subordinated to the prior payment in
full in cash of all Senior Debt of the Guarantors, including Senior Debt
incurred after the date of the indenture.

The holders of Senior Debt will be entitled to receive payment in full in
cash of all Obligations due in respect of Senior Debt (including interest after
the commencement of any bankruptcy proceeding at the rate specified in the
applicable Senior Debt) before the holders of notes will be entitled to receive
any payment with respect to the notes (except that holders of notes may receive
and retain Permitted Junior Securities and payments made from the trust
described under "--Legal Defeasance and Covenant Defeasance"), in the event of
any distribution to creditors of Roundy's:

(1) in a liquidation or dissolution of Roundy's or such Guarantor;

(2) in a bankruptcy, reorganization, insolvency, receivership or similar
proceeding relating to Roundy's or such Guarantor or the property of
Roundy's or such Guarantor;

(3) in an assignment for the benefit of creditors of Roundy's or such
Guarantor; or

(4) in any marshaling of Roundy's or such Guarantor's assets and
liabilities.

Roundy's also may not make any payment in respect of the notes (except in
Permitted Junior Securities or from the trust described under "--Legal
Defeasance and Covenant Defeasance") and may not make any deposits with the
trustee as described under "--Legal Defeasance and Covenant Defeasance" if:

(1) a payment default on Designated Senior Debt occurs and is continuing
beyond any applicable grace period; or

(2) any other default occurs and is continuing on any series of
Designated Senior Debt that permits holders of that series of Designated
Senior Debt to accelerate its maturity and the trustee receives a notice of
such default (a "Payment Blockage Notice") from Roundy's or the holders of
any Designated Senior Debt.

Payments on the notes may and will be resumed:

(1) in the case of a payment default on Designated Senior Debt, upon the
date on which such default is cured or waived; and

(2) in the case of a nonpayment default on Designated Senior Debt, upon
the earliest of: (a) the date on which such nonpayment default is cured or
waived, (b) 179 days after the date on which the applicable Payment Blockage
Notice is received, unless the maturity of any Designated Senior Debt has
been accelerated or (c) the date on which the trustee receives notice from
the holder of such Designated Senior Debt rescinding such Payment Blockage
Notice.

No new Payment Blockage Notice may be delivered unless and until:

(1) 360 days have elapsed since the delivery of the immediately prior
Payment Blockage Notice; and

(2) all scheduled payments of principal, interest and premium and
Liquidated Damages, if any, on the notes that have come due have been paid
in full in cash.

No nonpayment default that existed or was continuing on the date of delivery
of any Payment Blockage Notice to the trustee will be, or be made, the basis
for a subsequent Payment Blockage Notice unless such default has been cured or
waived for a period of not less than 90 days.

If the trustee or any holder of the notes receives a payment in respect of
the notes (except in Permitted Junior Securities or from the trust described
under "--Legal Defeasance and Covenant Defeasance") when:

(1) the payment is prohibited by these subordination provisions; and

(2) the trustee or the holder has actual knowledge that the payment is
prohibited;

the trustee or the holder, as the case may be, will hold the payment in trust
for the benefit of the holders of Senior Debt. Upon the proper written request
of the holders of Senior Debt, the trustee or the holder, as the case may be,
will deliver the amounts in trust to the holders of Senior Debt or their proper
representative.

Roundy's must promptly notify holders of Senior Debt if payment of the notes
is accelerated because of an Event of Default.

As a result of the subordination provisions described above, in the event of
a bankruptcy, liquidation or reorganization of Roundy's or any Guarantors,
holders of notes may recover less ratably than creditors of Roundy's or any
Guarantors who are holders of Senior Debt. See "Risk Factors--Your right to
receive payments on these notes is junior to our existing indebtedness and
possibly all of our future borrowings. Further, the Subsidiary Guarantees are
junior to all of our Guarantors' existing indebtedness and possibly to all
their future borrowings."

Optional Redemption

At any time prior to June 15, 2005, Roundy's may on any one or more
occasions redeem up to 35% of the aggregate principal amount of notes issued
under the indenture at a redemption price of 108.875% of the principal amount,
plus accrued and unpaid interest and Liquidated Damages, if any, to the
redemption date, with the net cash proceeds of one or more Equity Offerings;
provided that:

(1) at least 65% of the aggregate principal amount of notes issued under
the indenture remains outstanding immediately after the occurrence of such
redemption (excluding notes held by Roundy's and its Subsidiaries); and

(2) the redemption occurs within 90 days of the date of the closing of
such Equity Offering.

Except pursuant to the preceding paragraph, the notes will not be redeemable
at Roundy's option prior to June 15, 2007. Roundy's is not, however, prohibited
from acquiring the notes by means other than a mandatory or optional
redemption, whether pursuant to an issuer tender offer, in open market
purchases or otherwise, so long as such acquisition does not otherwise violate
the terms of the indenture or violate applicable securities laws.

After June 15, 2007, Roundy's may redeem all or a part of the notes upon not
less than 30 nor more than 60 days' notice, at the redemption prices (expressed
as percentages of principal amount) set forth below plus accrued and unpaid
interest and Liquidated Damages, if any, on the notes redeemed, to the
applicable redemption date, if redeemed during the 12-month period beginning on
June 15 of the years indicated below:

Year Percentage
---- ----------

2007............... 104.438%
2008............... 102.958%
2009............... 101.479%
2010 and thereafter 100.000%

Mandatory Redemption

Roundy's is not required to make mandatory redemption or sinking fund
payments with respect to the notes.

Repurchase at the Option of Holders

Change of Control

If a Change of Control occurs, each holder of notes will have the right to
require Roundy's to repurchase all or any part (equal to $1,000 or an integral
multiple of $1,000) of that holder's notes pursuant to a Change of Control
Offer on the terms set forth in the indenture. In the Change of Control Offer,
Roundy's will offer a Change of Control Payment in cash equal to 101% of the
aggregate principal amount of notes repurchased plus accrued and unpaid
interest and Liquidated Damages, if any, on the notes repurchased, to the date
of purchase. Within 30 days following any Change of Control, Roundy's will mail
a notice to each holder describing the transaction or transactions that
constitute the Change of Control and offering to repurchase notes on the Change
of Control Payment Date specified in the notice, which date will be no earlier
than 30 days and no later than 60 days from the date such notice is mailed,
pursuant to the procedures required by the indenture and described in such
notice. Roundy's will comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent those laws and regulations are applicable in connection with the
repurchase of the notes as a result of a Change of Control. To the extent that
the provisions of any securities laws or regulations conflict with the Change
of Control provisions of the indenture, Roundy's will comply with the
applicable securities laws and regulations and will not be deemed to have
breached its obligations under the Change of Control provisions of the
indenture by virtue of such conflict.

On the Change of Control Payment Date, Roundy's will, to the extent lawful:

(1) accept for payment all notes or portions of notes properly tendered
pursuant to the Change of Control Offer;

(2) deposit with the paying agent an amount equal to the Change of
Control Payment in respect of all notes or portions of notes properly
tendered; and

(3) deliver or cause to be delivered to the trustee the notes properly
accepted together with an officers' certificate stating the aggregate
principal amount of notes or portions of notes being purchased by Roundy's.

The paying agent will promptly mail to each holder of notes properly
tendered the Change of Control Payment for such notes, and the trustee will
promptly authenticate and mail (or cause to be transferred by book entry) to
each holder a new note equal in principal amount to any unpurchased portion of
the notes surrendered, if any; provided that each new note will be in a
principal amount of $1,000 or an integral multiple of $1,000.

Prior to complying with any of the provisions of this "Change of Control"
covenant, but in any event within 90 days following a Change of Control,
Roundy's will either repay all outstanding Senior Debt or obtain the requisite
consents, if any, under all agreements governing outstanding Senior Debt to
permit the repurchase of notes required by this covenant. Roundy's will
publicly announce the results of the Change of Control Offer on or as soon as
practicable after the Change of Control Payment Date.

Roundy's shall first comply with the covenant in the first sentence in the
immediately preceding paragraph before it shall be required to repurchase notes
pursuant to the provisions described above. A failure to comply with the
covenant described in the immediately preceding sentence will (with notice and
lapse of time) constitute an Event of Default described in clause (3) but shall
not constitute an Event of Default described under clause (2) under the caption
"--Events of Defaults and Remedies."

The agreements governing its outstanding Senior Debt will prohibit Roundy's
from purchasing any notes, and also provide that certain change of control
events with respect to Roundy's would constitute a default under these
agreements. Any future credit agreements or other agreements relating to Senior
Debt to which Roundy's becomes a party may contain similar restrictions and
provisions. In the event a Change of Control occurs at a time when Roundy's is
prohibited from purchasing notes, Roundy's could seek the consent of its senior
lenders to the purchase of notes or could attempt to refinance the borrowings
that contain such prohibition. If Roundy's does not obtain such a consent or
repay such borrowings, Roundy's will remain prohibited from purchasing notes.
In such case, the failure to purchase tendered notes would constitute an Event
of Default under the indenture which would, in turn, constitute a default under
such Senior Debt. In such circumstances, the subordination provisions in the
indenture would likely restrict payments to the holders of notes.

The provisions described above that require Roundy's to make a Change of
Control Offer following a Change of Control will be applicable whether or not
any other provisions of the indenture are applicable. Except as described above
with respect to a Change of Control, the indenture does not contain provisions
that permit the holders of the notes to require that Roundy's repurchase or
redeem the notes in the event of a takeover, recapitalization or similar
transaction.

Roundy's will not be required to make a Change of Control Offer upon a
Change of Control if a third party makes the Change of Control Offer in the
manner, at the times and otherwise in compliance with the requirements set
forth in the indenture applicable to a Change of Control Offer made by Roundy's
and purchases all notes properly tendered and not withdrawn under the Change of
Control Offer.

The definition of Change of Control includes a phrase relating to the direct
or indirect sale, lease, transfer, conveyance or other disposition of "all or
substantially all" of the properties or assets of Roundy's and its Restricted
Subsidiaries taken as a whole. Although there is a limited body of case law
interpreting the phrase

"substantially all," there is no precise established definition of the phrase
under applicable law. Accordingly, the ability of a holder of notes to require
Roundy's to repurchase its notes as a result of a sale, lease, transfer,
conveyance or other disposition of less than all of the assets of Roundy's and
its Restricted Subsidiaries taken as a whole to another Person or group may be
uncertain.

Asset Sales

Roundy's will not, and will not permit any of its Restricted Subsidiaries
to, consummate an Asset Sale unless:

(1) Roundy's (or the Restricted Subsidiary, as the case may be) receives
consideration at the time of the Asset Sale at least equal to the fair
market value of the assets or Equity Interests issued or sold or otherwise
disposed of;

(2) the fair market value is determined by Roundy's Board of Directors
and, in the case of Asset Sales in excess of $10.0 million, evidenced by a
resolution of the Board of Directors set forth in an officers' certificate
delivered to the trustee; and

(3) at least 75% of the consideration received in the Asset Sale by
Roundy's or such Restricted Subsidiary is in the form of cash or Cash
Equivalents. For purposes of this provision, each of the following will be
deemed to be cash:

(a) any liabilities, as shown on Roundy's most recent consolidated
balance sheet, of Roundy's or any Restricted Subsidiary (other than
contingent liabilities and liabilities that are by their terms
subordinated to the notes or any Subsidiary Guarantee) that are assumed
by the transferee of any such assets who releases Roundy's or such
Restricted Subsidiary from further liability;

(b) any securities, notes or other obligations received by Roundy's
or any such Restricted Subsidiary from such transferee that are within
180 days of their receipt, converted by Roundy's or such Restricted
Subsidiary into cash or Cash Equivalents, to the extent of the cash or
Cash Equivalents received in that conversion; and

(c) any Designated Non-Cash Consideration received by Roundy's or any
of its Restricted Subsidiaries in any Asset Sale having a fair market
value, taken together with all other Designated Non-Cash Consideration
received pursuant to this clause (c) that is at the time outstanding,
not to exceed 5.0% of Consolidated Tangible Net Assets at the time of
the receipt of such Designated Non-Cash Consideration.

Within 365 days after the receipt of any Net Proceeds from an Asset Sale,
Roundy's may apply those Net Proceeds at its option:

(1) to repay Senior Debt and, if the Senior Debt repaid is revolving
credit Indebtedness, to correspondingly reduce commitments with respect
thereto;

(2) to repay pari passu Indebtedness with provisions similar to those set
forth in the indenture with respect to offers to purchase or redeem with the
proceeds of sales of assets; provided that Roundy's will equally and ratably
reduce Obligations under the notes if the notes are then redeemable or, if
the notes may not be then redeemed, Roundy's will make an offer (in
accordance with the procedures set forth below for any Asset Sale Offer) to
all holders to purchase the notes that would otherwise be redeemed at a
price equal to 100% of the principal amount of such notes plus accrued and
unpaid interest and Liquidated Damages, if any, to the date of purchase;

(3) to acquire all or substantially all of the assets of, or a majority
of the Voting Stock of, another Permitted Business;

(4) to make capital expenditures; or

(5) to make an investment in one or more Permitted Businesses or to
acquire other long-term assets that are used or useful in a Permitted
Business.

Pending the final application of any Net Proceeds, Roundy's may temporarily
reduce revolving credit borrowings or otherwise invest the Net Proceeds in cash
or Cash Equivalents or in any other manner that is not prohibited by the
indenture.

Any Net Proceeds from Asset Sales that are not applied or invested as
provided in the preceding paragraph will constitute "Excess Proceeds." When the
aggregate amount of Excess Proceeds exceeds $20.0 million, Roundy's will make
an Asset Sale Offer to all holders of notes and all holders of other
Indebtedness that is pari passu with the notes containing provisions similar to
those set forth in the indenture with respect to offers to purchase or redeem
with the proceeds of sales of assets to purchase the maximum principal amount
of notes and such other pari passu Indebtedness that may be purchased out of
the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to
100% of principal amount plus accrued and unpaid interest and Liquidated
Damages, if any, to the date of purchase, and will be payable in cash. If any
Excess Proceeds remain after consummation of an Asset Sale Offer, Roundy's may
use those Excess Proceeds for any purpose not otherwise prohibited by the
indenture. If the aggregate principal amount of notes and other pari passu
Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess
Proceeds, the trustee will select the notes and such other pari passu
Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset
Sale Offer, the amount of Excess Proceeds will be reset at zero.

Roundy's will comply with the requirements of Rule 14e-1 under the Exchange
Act and any other securities laws and regulations thereunder to the extent
those laws and regulations are applicable in connection with each repurchase of
notes pursuant to an Asset Sale Offer. To the extent that the provisions of any
securities laws or regulations conflict with the Asset Sale provisions of the
indenture, Roundy's will comply with the applicable securities laws and
regulations and will not be deemed to have breached its obligations under the
Asset Sale provisions of the indenture by virtue of such conflict.

The agreements governing Roundy's outstanding Senior Debt, including the new
Credit Agreement, currently prohibit Roundy's from purchasing any notes, and
also provide that certain change of control or asset sale events with respect
to Roundy's would constitute a default under these agreements. Any future
credit agreements or other agreements relating to Senior Debt to which Roundy's
becomes a party may contain similar restrictions and provisions. In the event a
Change of Control or Asset Sale occurs at a time when Roundy's is prohibited
from purchasing notes, Roundy's could seek the consent of its senior lenders to
the purchase of notes or could attempt to refinance the borrowings that contain
such prohibition. If Roundy's does not obtain such a consent or repay such
borrowings, Roundy's will remain prohibited from purchasing notes. In such
case, Roundy's failure to purchase tendered notes would constitute an Event of
Default under the indenture which would, in turn, constitute a default under
such Senior Debt. In such circumstances, the subordination provisions in the
indenture would likely restrict payments to the holders of notes.

Selection and Notice

If less than all of the notes are to be redeemed at any time, the trustee
will select notes for redemption as follows:

(1) if the notes are listed on any national securities exchange, in
compliance with the requirements of the principal national securities
exchange on which the notes are listed; or

(2) if the notes are not listed on any national securities exchange, on a
pro rata basis, by lot or by such method as the trustee deems fair and
appropriate.

No notes of $1,000 or less can be redeemed in part. Notices of redemption
will be mailed by first class mail at least 30 but not more than 60 days before
the redemption date to each holder of notes to be redeemed at its

registered address, except that redemption notices may be mailed more than 60
days prior to a redemption date if the notice is issued in connection with a
defeasance of the notes or a satisfaction and discharge of the indenture.
Notices of redemption may not be conditional.

If any note is to be redeemed in part only, the notice of redemption that
relates to that note will state the portion of the principal amount of that
note that is to be redeemed. A new note in principal amount equal to the
unredeemed portion of the original note will be issued in the name of the
holder of notes upon cancellation of the original note. Notes called for
redemption become due on the date fixed for redemption. On and after the
redemption date, interest ceases to accrue on notes or portions of them called
for redemption.

Certain Covenants

Restricted Payments

Roundy's will not, and will not permit any of its Restricted Subsidiaries
to, directly or indirectly:

(1) declare or pay any dividend or make any other payment or distribution
on account of Roundy's or any of its Restricted Subsidiaries' Equity
Interests (including, without limitation, any payment in connection with any
merger or consolidation involving Roundy's or any of its Restricted
Subsidiaries) or to the direct or indirect holders of Roundy's or any of its
Restricted Subsidiaries' Equity Interests in their capacity as such (other
than dividends or distributions payable in Equity Interests (other than
Disqualified Stock) of Roundy's or to Roundy's or a Restricted Subsidiary of
Roundy's);

(2) purchase, redeem or otherwise acquire or retire for value (including,
without limitation, in connection with any merger or consolidation involving
Roundy's) any Equity Interests of Roundy's or any direct or indirect parent
of Roundy's;

(3) make any payment on or with respect to, or purchase, redeem, defease
or otherwise acquire or retire for value any Indebtedness that is
subordinated to the notes or the Subsidiary Guarantees, except a payment of
interest or principal at the Stated Maturity thereof; or

(4) make any Restricted Investment (all such payments and other actions
set forth in these clauses (1) through (4) being collectively referred to as
"Restricted Payments"),

unless, at the time of and after giving effect to such Restricted Payment:

(1) no Default or Event of Default has occurred and is continuing or
would occur as a consequence of such Restricted Payment; and

(2) Roundy's would, at the time of such Restricted Payment and after
giving pro forma effect thereto as if such Restricted Payment had been made
at the beginning of the applicable four-quarter period, have been permitted
to incur at least $1.00 of additional Indebtedness pursuant to the Fixed
Charge Coverage Ratio test set forth in the first paragraph of the covenant
described below under the caption "--Incurrence of Indebtedness and Issuance
of Preferred Stock;" and

(3) such Restricted Payment, together with the aggregate amount of all
other Restricted Payments made by Roundy's and its Restricted Subsidiaries
after the date of the indenture (excluding Restricted Payments permitted by
clauses (2), (3), (4), (5), (6), (7), (8) and (9) of the next succeeding
paragraph), is less than the sum, without duplication, of:

(a) 50% of the Consolidated Net Income of Roundy's for the period
(taken as one accounting period) from March 30, 2002 to the end of
Roundy's most recently ended fiscal quarter for which internal financial
statements are available at the time of such Restricted Payment (or, if
such Consolidated Net Income for such period is a deficit, less 100% of
such deficit), plus

(b) 100% of the aggregate net cash proceeds received by Roundy's
since the date of the indenture as a contribution to its common equity
capital or from the issue or sale of Equity Interests of Roundy's

(other than Disqualified Stock) or from the issue or sale of
Disqualified Stock or debt securities of Roundy's that have been
converted into or exchanged for Equity Interests (other than Equity
Interests (or Disqualified Stock or debt securities) sold to a
Subsidiary of Roundy's), plus

(c) to the extent that any Restricted Investment that was made after
the date of the indenture is sold for cash or otherwise liquidated or
repaid for cash, the cash return of capital with respect to such
Restricted Investment (less the cost of disposition, if any), plus

(d) 50% of any dividends received by Roundy's or a Wholly Owned
Restricted Subsidiary after the date of the indenture from an
Unrestricted Subsidiary to the extent that such dividends were not
otherwise included in Consolidated Net Income for such period, plus

(e) to the extent that any Unrestricted Subsidiary is redesignated as
a Restricted Subsidiary, or has been merged, consolidated or amalgamated
with or into, transfers or conveys assets to, or is liquidated into,
Roundy's or any Restricted Subsidiary after the date of the indenture,
the fair market value of the Investment in such Subsidiary as of the
date of such redesignation, merger, consolidation, amalgamation,
transfer or conveyance.

The preceding provisions will not prohibit:

(1) the payment of any dividend within 60 days after the date of
declaration of the dividend, if at the date of declaration the dividend
payment would have complied with the provisions of the indenture;

(2) the redemption, repurchase, retirement, defeasance or other
acquisition of, or the declaration and payment of any dividends or other
distributions on, any subordinated Indebtedness of Roundy's or any Guarantor
or of any Equity Interests of Roundy's in exchange for, or out of the net
cash proceeds of the substantially concurrent sale (other than to a
Restricted Subsidiary of Roundy's) of, Equity Interests of Roundy's (other
than Disqualified Stock); provided that the amount of any such net cash
proceeds that are utilized for any such redemption, repurchase, retirement,
defeasance or other acquisition will be excluded from clause (3) (b) of the
preceding paragraph;

(3) the defeasance, redemption, repurchase or other acquisition of
subordinated Indebtedness of Roundy's or any Guarantor with the net cash
proceeds from an incurrence of Permitted Refinancing Indebtedness;

(4) the payment of any dividend by a Restricted Subsidiary to the holders
of its Equity Interests on a pro rata basis;

(5) so long as no Default has occurred and is continuing or would be
caused thereby, the repurchase, redemption or other acquisition or
retirement for value (or any dividend or distribution made to fund such
repurchase, redemption or other acquisition or retirement for value) of any
Equity Interests of Roundy's, any Restricted Subsidiary or any direct or
indirect parent of Roundy's held by any past, present or future member of
Roundy's, any Restricted Subsidiaries' or any direct or indirect parent of
Roundy's management (or any director, employee or consultant of the
foregoing) pursuant to any equity subscription agreement, stock option
agreement or similar agreement; provided that the aggregate price paid for
all such repurchased, redeemed, acquired or retired Equity Interests may not
exceed $2.0 million in any 12-month period; provided that (a) Roundy's may
carry forward and make in a subsequent calendar year, in addition to the
amounts permitted for such calendar year, the amount of such purchases,
redemptions or other acquisitions or retirements for value permitted to have
been made but not made in any preceding calendar year up to a maximum of
$6.0 million in any calendar year pursuant to this clause (5), (b) that such
amount in any calendar year may be increased by the cash proceeds of key man
life insurance policies received by Roundy's and its Restricted Subsidiaries
after the date of the indenture less any amount previously applied to the
payment of Restricted Payments pursuant to this clause (5), and (c) that
cancellation of the Indebtedness owing to Roundy's from employees, officers,
directors and consultants of Roundy's or any of its Restricted Subsidiaries
in connection with a repurchase of Equity Interests of Roundy's from such
Persons will not be deemed to constitute a Restricted Payment for purposes
of this covenant or any other provisions of the indenture;

(6) repurchases of Equity Interests (or any divided or distribution made
to fund such repurchase) deemed to occur upon the cashless exercise of stock
options and warrants;

(7) the payment of dividends, other distributions, loans, advances or
other amounts by us to any of our direct or indirect parents to pay
corporate overhead incurred in the ordinary course of business, up to an
aggregate under this clause (7) of $500,000 per fiscal year plus any bona
fide indemnification claims made by directors or officers of our direct or
indirect parents;

(8) the payment of dividends, other distributions or amounts by us to any
of our direct or indirect parents in amounts required to pay the tax
obligations of us and our Subsidiaries and the tax obligations attributable
to us and our Subsidiaries; provided that:

(a) the amount of dividends paid pursuant to this clause (8) to
enable us or any of our direct or indirect parents to pay federal and
state income taxes at any time will not exceed the amount of such
federal and state income taxes actually owing by such of its direct or
indirect parents at such time for the respective period, and

(b) any refunds received by such direct or indirect parents
attributable to us and our Subsidiaries shall promptly be returned to us;

(9) Restricted Payments contemplated by the Exchange Agreement and any
agreement executed in connection therewith or contemplated thereby; and

(10) so long as no Default has occurred and is continuing or would be
caused thereby, other Restricted Payments in an aggregate amount not to
exceed $10.0 million since the date of the indenture.

The amount of all Restricted Payments (other than cash) will be the fair
market value on the date of the Restricted Payment of the asset(s) or
securities proposed to be transferred or issued by Roundy's or a Restricted
Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair
market value of any assets or securities that are required to be valued by this
covenant will be determined by the Board of Directors whose resolution with
respect thereto will be delivered to the trustee. The Board of Directors'
determination must be based upon an opinion or appraisal issued by an
accounting, appraisal or investment banking firm of national standing if the
fair market value exceeds $10.0 million. Not later than the date of making any
Restricted Payment, Roundy's will deliver to the trustee an officers'
certificate stating that such Restricted Payment is permitted and setting forth
the basis upon which the calculations required by this "Restricted Payments"
covenant were computed, together with a copy of any fairness opinion or
appraisal required by the indenture.

Incurrence of Indebtedness and Issuance of Preferred Stock

Roundy's will not, and will not permit any of its Restricted Subsidiaries
to, directly or indirectly, create, incur, issue, assume, guarantee or
otherwise become directly or indirectly liable, contingently or otherwise, with
respect to (collectively, "incur") any Indebtedness (including Acquired Debt),
and Roundy's will not issue any Disqualified Stock and will not permit any of
its Restricted Subsidiaries to issue any shares of preferred stock; provided,
however, that Roundy's may incur Indebtedness (including Acquired Debt) or
issue Disqualified Stock, and the Guarantors may incur Indebtedness or issue
preferred stock, if the Fixed Charge Coverage Ratio for Roundy's most recently
ended four full fiscal quarters for which internal financial statements are
available immediately preceding the date on which such additional Indebtedness
is incurred or such Disqualified Stock or preferred stock is issued would have
been at least 2.0 to 1.0, determined on a pro forma basis (including a pro
forma application of the net proceeds therefrom), as if the additional
Indebtedness had been incurred or the preferred stock or Disqualified Stock had
been issued, as the case may be, at the beginning of such four-quarter period.

The first paragraph of this covenant will not prohibit the incurrence of any
of the following items of Indebtedness (collectively, "Permitted Debt"):

(1) the incurrence by Roundy's and any Guarantor of additional
Indebtedness pursuant to any Revolving Credit Facility; provided, however,
that immediately after giving effect to any such incurrence

the aggregate principal amount of all Indebtedness incurred under this
clause (1) and then outstanding does not exceed the greater of (A) $125.0
million and (B) the sum of (i) 80% of the face amount of all accounts
receivable owned by Roundy's and its Restricted Subsidiaries as of the end
of the most recent fiscal quarter preceding such date that were not more
than 90 days past due plus (ii) 50% of the book value of all inventory owned
by Roundy's and its Restricted Subsidiaries as of the end of the most recent
fiscal quarter preceding such date (provided that such amount shall be
reduced to the extent of any reduction or elimination of any commitment
under any Credit Facility resulting from or relating to the formation of any
Receivables Subsidiary or the consummation of any Qualified Receivables
Transaction);

(2) the incurrence by Roundy's and any Guarantor of additional
Indebtedness pursuant to any Term Loan Facility; provided, however, that
after giving effect to any such incurrence the aggregate principal amount of
such Indebtedness incurred under this clause (2) and then outstanding does
not exceed $250.0 million less the aggregate amount of all Net Proceeds of
Asset Sales applied by Roundy's or any of its Restricted Subsidiaries since
the date of the indenture to repay any Indebtedness under a Credit Facility
pursuant to the covenant described above under the caption "--Repurchase at
the Option of Holders--Asset Sales;"

(3) the incurrence by Roundy's and its Restricted Subsidiaries of the
Existing Indebtedness;

(4) the incurrence by Roundy's and the Guarantors of Indebtedness
represented by the notes and the related Subsidiary Guarantees to be issued
on the date of the indenture and the Exchange Notes and the related
Subsidiary Guarantees to be issued pursuant to the registration rights
agreement;

(5) the incurrence by Roundy's or any Restricted Subsidiary of
Indebtedness represented by Capital Lease Obligations, mortgage financings
or purchase money obligations, in each case, incurred for the purpose of
financing all or any part of the purchase price or cost of construction,
improvement or lease of property, plant or equipment used in the business of
Roundy's or such Restricted Subsidiary, or incurred within 180 days after
such purchase, lease or improvement, in an aggregate principal amount,
including all Permitted Refinancing Indebtedness incurred to refund,
refinance or replace any Indebtedness incurred pursuant to this clause (5),
not to exceed the greater of (i) $25.0 million or (ii) 5.0% of Roundy's
Consolidated Net Tangible Assets at the time of any incurrence thereof;

(6) the incurrence by Roundy's or any of its Restricted Subsidiaries of
Permitted Refinancing Indebtedness in exchange for, or the net proceeds of
which are used to refund, refinance or replace Indebtedness (other than
intercompany Indebtedness) that was permitted by the indenture to be
incurred under the first paragraph of this covenant or clauses (3), (4),
(5), (6), (11), (14), (15) or (18) of this paragraph;

(7) the incurrence by Roundy's or any of its Restricted Subsidiaries of
intercompany Indebtedness between or among Roundy's and any of its
Restricted Subsidiaries; provided, however, that:

(a) if Roundy's or any Guarantor is the obligor on such Indebtedness,
such Indebtedness must be expressly subordinated to the prior payment in
full in cash of all Obligations with respect to the notes, in the case
of Roundy's, or the Subsidiary Guarantee, in the case of a Guarantor; and

(b) (i) any subsequent issuance or transfer of Equity Interests that
results in any such Indebtedness being held by a Person other than
Roundy's or a Restricted Subsidiary of Roundy's and (ii) any sale or
other transfer of any such Indebtedness to a Person that is not either
Roundy's or a Restricted Subsidiary of Roundy's; will be deemed, in each
case, to constitute an incurrence of such Indebtedness by Roundy's or
such Restricted Subsidiary, as the case may be, that was not permitted
by this clause (7);

(8) the incurrence by Roundy's or any of its Restricted Subsidiaries of
Hedging Obligations that are incurred for the purpose of fixing or hedging
(i) any currency exchange risk, (ii) any commodity price risk or (iii) any
interest rate risk with respect to any floating rate Indebtedness that is
permitted by the terms of the indenture to be outstanding;

(9) the guarantee by Roundy's or any of the Guarantors of Indebtedness or
other Obligations of Roundy's or a Restricted Subsidiary of Roundy's that
was permitted to be incurred by another provision of this covenant;

(10) the accrual of interest, the accretion or amortization of original
issue discount, the payment of interest on any Indebtedness in the form of
additional Indebtedness with the same terms, and the payment of dividends on
Disqualified Stock in the form of additional shares of the same class of
Disqualified Stock will not be deemed to be an incurrence of Indebtedness or
an issuance of Disqualified Stock for purposes of this covenant; provided,
in each such case, that the amount thereof is included in Fixed Charges of
Roundy's as accrued;

(11) the incurrence by Roundy's or any of its Restricted Subsidiaries of
Indebtedness constituting reimbursement obligations with respect to letters
of credit issued in the ordinary course of business, including, without
limitation, letters of credit in respect of workers' compensation claims or
self-insurance, or other Indebtedness with respect to reimbursement type
obligations regarding workers' compensation claims or self insurance;

(12) the incurrence by Roundy's or any of its Restricted Subsidiaries of
obligations in respect of performance and surety bonds and completion
guarantees provided by Roundy's or such Restricted Subsidiaries in the
ordinary course of business;

(13) the incurrence by Roundy's or any Restricted Subsidiary of
Indebtedness arising from agreements of Roundy's or such Restricted
Subsidiary providing for indemnification, adjustment of purchase price or
similar obligations, in each case, incurred or assumed in connection with
the acquisition of disposition of any business, assets or Capital Stock of a
Subsidiary, other than guarantees of Indebtedness incurred by any Person
acquiring all or any portion of such business, assets or a Subsidiary for
the purpose of financing such acquisition;

(14) the issuance of preferred stock by any Restricted Subsidiary issued
to Roundy's or another Restricted Subsidiary; provided that any subsequent
issuance or transfer of any Equity Securities or any other event that
results in any such Restricted Subsidiary ceasing to be a Restricted
Subsidiary or any other subsequent transfer of any such shares of preferred
stock (except to Roundy's or another Restricted Subsidiary) shall be deemed,
in each case to be an issuance of such shares of preferred stock;

(15) the incurrence of Indebtedness or Disqualified Stock of Persons that
are acquired by Roundy's or any of its Restricted Subsidiaries or merged
into a Restricted Subsidiary in accordance with the terms of the indenture;
provided that such Indebtedness or Disqualified Stock is not incurred in
contemplation of such acquisition or merger; provided further that such
Indebtedness or Disqualified Stock shall not exceed $25.0 million at any
time outstanding;

(16) any guarantee of the Indebtedness of any Investee Store permitted by
clause (9) of the definition of "Permitted Investment;"

(17) the incurrence by a Receivables Subsidiary of Indebtedness in a
Qualified Receivables Transaction that is without recourse to Roundy's or to
any other Subsidiary of Roundy's or their assets (other than such
Receivables Subsidiary and its assets and, as to Roundy's or any Subsidiary
of Roundy's, other than pursuant to representations, warranties, covenants
and indemnities customary for such transactions) and is not guaranteed by
any such Person (excluding guarantees of Obligations (other than principal
of, and interest on, Indebtedness) pursuant to representations, warranties,
covenants and indemnities entered into in the ordinary course of business in
connection with a Qualified Receivables Transaction); and

(18) the incurrence by Roundy's or any Restricted Subsidiary of
additional Indebtedness in an aggregate principal amount (or accreted value,
as applicable) at any time outstanding, including all Permitted Refinancing
Indebtedness incurred to refund, refinance or replace any Indebtedness
incurred pursuant to this clause (18), not to exceed $35.0 million.

For purposes of determining compliance with this "Incurrence of Indebtedness
and Issuance of Preferred Stock" covenant, in the event that an item of
proposed Indebtedness meets the criteria of more than one of the

categories of Permitted Debt described in clauses (1) through (18) above, or is
entitled to be incurred pursuant to the first paragraph of this covenant,
Roundy's will be permitted to classify such item of Indebtedness on the date of
its incurrence, or later reclassify all or a portion of such item of
Indebtedness, in any manner that complies with this covenant. Indebtedness
under Revolving Credit Facilities outstanding on the date on which notes are
first issued and authenticated under the indenture will be deemed to have been
incurred on such date in reliance on the exception provided by clause (1) of
the definition of Permitted Debt. Indebtedness under Term Loan Facilities
outstanding on the date on which notes are first issued and authenticated under
the indenture will be deemed to have been incurred on such date in reliance on
the exception provided by clause (2) of the definition of Permitted Debt.

Anti-Layering

Roundy's will not incur, create, issue, assume, guarantee or otherwise
become liable for any Indebtedness that is subordinate in right of payment to
any Senior Debt of Roundy's and senior in any respect in right of payment to
the notes. No Guarantor will incur, create, issue, assume, guarantee or
otherwise become liable for any Indebtedness that is subordinate in right of
payment to the Senior Debt of such Guarantor and senior in any respect in right
of payment to such Guarantor's Subsidiary Guarantee. No indebtedness shall be
deemed to be subordinate to any secured indebtedness by virtue of the fact that
it is unsecured.

Liens

Roundy's will not, and will not permit any of its Subsidiaries to, directly
or indirectly, create, incur, assume or suffer to exist any Lien (other than
Permitted Liens) of any kind securing Indebtedness, Attributable Debt or trade
payables on any asset now owned or hereafter acquired, unless all payments due
under the indenture and the notes are secured on an equal and ratable basis
with the obligations so secured until such time as such obligations are no
longer secured by a Lien.

Sale and Leaseback Transactions

Roundy's will not, and will not permit any of its Restricted Subsidiaries
to, enter into any sale and leaseback transaction; provided that Roundy's or
any Guarantor may enter into a sale and leaseback transaction if:

(1) Roundy's or that Guarantor, as applicable, could have (a) incurred
Indebtedness in an amount equal to the Attributable Debt relating to such
sale and leaseback transaction under the Fixed Charge Coverage Ratio test in
the first paragraph of the covenant described above under the caption
"--Incurrence of Indebtedness and Issuance of Preferred Stock" and (b)
incurred a Lien to secure such Indebtedness pursuant to the covenant
described above under the caption "--Liens;"

(2) the gross cash proceeds of that sale and leaseback transaction are at
least equal to the fair market value, as determined in good faith by
Roundy's Board of Directors and set forth in an officers' certificate
delivered to the trustee, of the property that is the subject of that sale
and leaseback transaction; and

(3) the transfer of assets in that sale and leaseback transaction is
permitted by, and Roundy's applies the proceeds of such transaction in
compliance with, the covenant described above under the caption
"--Repurchase at the Option of Holders--Asset Sales."

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

Roundy's will not, and will not permit any of its Restricted Subsidiaries
to, directly or indirectly, create or permit to exist or become effective any
consensual encumbrance or restriction on the ability of any Restricted
Subsidiary to:

(1) pay dividends or make any other distributions on its Capital Stock to
Roundy's or any of its Restricted Subsidiaries, or with respect to any other
interest or participation in, or measured by, its profits, or pay any
indebtedness owed to Roundy's or any of its Restricted Subsidiaries;

(2) make loans or advances to Roundy's or any of its Restricted
Subsidiaries; or

(3) transfer any of its properties or assets to Roundy's or any of its
Restricted Subsidiaries.

However, the preceding restrictions will not apply to encumbrances or
restrictions existing under or by reason of:

(1) agreements governing Existing Indebtedness and Credit Facilities as
in effect on the date of the indenture and any amendments, modifications,
restatements, renewals, increases, supplements, refundings, replacements or
refinancings of those agreements, provided that the amendments,
modifications, restatements, renewals, increases, supplements, refundings,
replacements or refinancings are no more restrictive, taken as a whole, with
respect to such dividend and other payment restrictions than those contained
in those agreements on the date of the indenture;

(2) the indenture, the notes and the Subsidiary Guarantees;

(3) applicable law or regulations;

(4) any agreement or instrument binding a Person acquired by Roundy's or
any of its Restricted Subsidiaries as in effect at the time of such
acquisition (except to the extent such agreement or instrument was entered
into in connection with or in contemplation of such acquisition), which
encumbrance or restriction is not applicable to any Person, or the
properties or assets of any Person, other than the Person, or the property
or assets of the Person, so acquired, provided that, in the case of
Indebtedness, such Indebtedness was permitted by the terms of the indenture
to be incurred;

(5) customary provisions in leases entered into in the ordinary course of
business;

(6) purchase money obligations for property acquired in the ordinary
course of business that impose restrictions on that property of the nature
described in clause (3) of the preceding paragraph;

(7) any agreement for the sale or other disposition of assets, including
customary restrictions on a Restricted Subsidiary that restricts
distributions by that Restricted Subsidiary pending its sale or other
disposition;

(8) Permitted Refinancing Indebtedness, provided that the restrictions
contained in the agreements governing such Permitted Refinancing
Indebtedness are not materially more restrictive, taken as a whole, than
those contained in the agreements governing the Indebtedness being
refinanced;

(9) Liens securing Indebtedness otherwise permitted to be incurred under
the provisions of the covenant described above under the caption "--Liens"
that limit the right of the debtor to dispose of the assets subject to such
Liens;

(10) provisions with respect to the disposition or distribution of assets
or property in joint venture agreements, assets sale agreements, stock sale
agreements and other similar agreements entered into in the ordinary course
of business;

(11) restrictions on cash or other deposits or net worth imposed by
customers under contracts entered into in the ordinary course of business;

(12) other Indebtedness of any Restricted Subsidiary that is not a
Domestic Subsidiary permitted to be incurred subsequent to the date of the
indenture pursuant to the provisions of the covenant described above under
"--Incurrence of Indebtedness and Issuance of Preferred Stock;"

(13) any encumbrances or restrictions of the type referred to in clauses
(1), (2) and (3) of the preceding paragraph imposed by any amendments,
modification, restatements, renewals, increases, supplements, refunding,
replacements or refinancing of the contracts, instruments or obligations
referred to in clauses (1) through (3) above; provided that such amendments,
modifications, restatements, renewals, increases, supplements, refundings,
replacement or refinancings are (in the good faith judgment of the Board of
Directors) no more restrictive, taken as a whole, with respect to such
dividend and other payment

restrictions than those contained in such contracts, instruments or
obligations prior to such amendment, modification, restatement, renewal,
increase, supplement, refunding, replacement or refinancing;

(14) any agreement relating to a sale and leaseback transaction or
Capital Lease Obligation, but only on the property subject to such
transaction or Capital Lease Obligation and only to the extent that such
restrictions or encumbrances are customary with respect to a sale and
leaseback transaction or Capital Lease Obligation;

(15) Indebtedness or other contractual requirements of a Receivables
Subsidiary in connection with a Qualified Receivables Transaction, provided
that such restrictions apply only to such Receivables Subsidiary; and

(16) any other agreement, instrument or document relating to Senior Debt
hereafter in effect, provided that the terms and conditions of such
encumbrances or restrictions are not more restrictive taken as a whole than
those encumbrances or restrictions imposed in connection with the Credit
Agreement as in effect on the date of the indenture.

Merger, Consolidation or Sale of Assets

Roundy's may not, directly or indirectly: (1) consolidate or merge with or
into another Person (whether or not Roundy's is the surviving corporation); or
(2) sell, assign, transfer, convey or otherwise dispose of all or substantially
all of the properties or assets of Roundy's and its Restricted Subsidiaries
taken as a whole, in one or more related transactions, to another Person;
unless:

(1) either: (a) Roundy's is the surviving corporation; or (b) the Person
formed by or surviving any such consolidation or merger (if other than
Roundy's) or to which such sale, assignment, transfer, conveyance or other
disposition has been made is either (i) a corporation organized or existing
under the laws of the United States, any state of the United States or the
District of Columbia or (ii) is a partnership or limited liability company
organized or existing under the laws of the United States, any state thereof
or the District of Columbia that has at least one Restricted Subsidiary that
is a corporation organized or existing under the laws of the United States,
any state thereof or the District of Columbia which corporation becomes a
co-issuer of the notes pursuant to a supplemental indenture duly and validly
executed by the trustee;

(2) the Person formed by or surviving any such consolidation or merger
(if other than Roundy's) or the Person to which such sale, assignment,
transfer, conveyance or other disposition has been made assumes all the
obligations of Roundy's under the notes, the indenture and the registration
rights agreement pursuant to agreements reasonably satisfactory to the
trustee;

(3) immediately after such transaction, no Default or Event of Default
exists; and

(4) Roundy's or the Person formed by or surviving any such consolidation
or merger (if other than Roundy's), or to which such sale, assignment,
transfer, conveyance or other disposition has been made will, on the date of
such transaction after giving pro forma effect thereto and any related
financing transactions as if the same had occurred at the beginning of the
applicable four-quarter period, be permitted to incur at least $1.00 of
additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set
forth in the first paragraph of the covenant described above under the
caption "--Incurrence of Indebtedness and Issuance of Preferred Stock."

Roundy's will not be relieved of its Obligations to pay principal of, and
interest on, the notes except in the case of a sale (but not lease) of all of
its assets that meet the requirements of this covenant. This "Merger,
Consolidation or Sale of Assets" covenant will not apply to a sale, assignment,
transfer, conveyance or other disposition of assets between or among Roundy's
and any of its Wholly Owned Subsidiaries.

Transactions with Affiliates

Roundy's will not, and will not permit any of its Restricted Subsidiaries
to, make any payment to, or sell, lease, transfer or otherwise dispose of any
of its properties or assets to, or purchase any property or assets from,

or enter into or make or amend any transaction, contract, agreement,
understanding, loan, advance or guarantee with, or for the benefit of, any
Affiliate (each, an "Affiliate Transaction"), unless:

(1) the Affiliate Transaction is on terms that are not materially less
favorable to Roundy's or the relevant Restricted Subsidiary than those that
would have been obtained in a comparable transaction by Roundy's or such
Restricted Subsidiary with an unrelated Person; and

(2) Roundy's delivers to the trustee:

(a) with respect to any Affiliate Transaction or series of related
Affiliate Transactions involving aggregate consideration in excess of
$5.0 million, a resolution of the Board of Directors set forth in an
officers' certificate certifying that such Affiliate Transaction
complies with this covenant and that such Affiliate Transaction has been
approved by a majority of the disinterested members of the Board of
Directors; and

(b) with respect to any Affiliate Transaction or series of related
Affiliate Transactions involving aggregate consideration in excess of
$10.0 million, an opinion as to the fairness to Roundy's of such
Affiliate Transaction from a financial point of view issued by an
accounting, appraisal or investment banking firm of national standing.

The following items will not be deemed to be Affiliate Transactions and,
therefore, will not be subject to the provisions of the prior paragraph:

(1) any employment, consulting or similar agreement or other compensation
arrangement entered into by Roundy's or any of its Restricted Subsidiaries
in the ordinary course of business;

(2) transactions between or among Roundy's and/or its Restricted
Subsidiaries;

(3) transactions with a Person that is an Affiliate of Roundy's solely
because Roundy's owns an Equity Interest in, or controls, such Person;

(4) payment of reasonable directors fees and expenses and the provision
of customary indemnification to directors and officers of Roundy's or any
entity that controls Roundy's;

(5) sales of Equity Interests (other than Disqualified Stock) to
Affiliates of Roundy's;

(6) Restricted Payments that are permitted by the provisions of the
indenture described above under the caption "--Restricted Payments;"

(7) payments or loans to employees or consultants that are approved in
good faith by a majority of the Board of Directors of Roundy's in an amount
not to exceed $2.5 million at any time outstanding;

(8) any agreement (and payments with respect thereto) as in effect on the
date of the indenture or any amendment thereto (so long as such amendment is
not disadvantageous to the holders in any material respect) or any
transaction contemplated thereby;

(9) the existence of, or the performance by Roundy's or any Restricted
Subsidiary of its obligations under the terms of, the Exchange Agreement, or
any agreement contemplated thereunder (including any registration rights
agreement or stockholders agreement related thereto) to which it is a party
as of the date of the indenture; provided, however, that the existence of,
or the performance by Roundy's or any Restricted Subsidiary of obligations
under, any future amendment to any such existing agreement shall only be
permitted by this clause (9) to the extent that the terms of any such
amendment are not otherwise disadvantageous to the holders in any material
respect;

(10) the payment of all fees, expenses, bonuses and awards related to the
transactions contemplated by the Exchange Agreement;

(11) transactions with customers, clients, suppliers, or purchasers or
sellers of goods or services, in each case in the ordinary course of
business and otherwise in compliance with the terms of the Indenture

that are fair to Roundy's and its Restricted Subsidiaries in the reasonable
determination of the majority of the Board of Directors of Roundy's or are
on terms at least as favorable as might reasonably have been obtained at
such time from an unaffiliated party;

(12) any tax sharing agreement or arrangement and payments pursuant
thereto among Roundy's and its Subsidiaries and any other Person with which
Roundy's or its Subsidiaries is required or permitted to file a consolidated
tax return or with which Roundy's or any of its Restricted Subsidiaries is
or could be part of a consolidated group for tax purposes in amounts not
otherwise prohibited by the indenture;

(13) the payment of reasonable professional fees to Willis Stein &
Partners III, L.P. or any of its Affiliates in connection with work
performed on Roundy's behalf and that are approved by the Board of Directors
of Roundy's in good faith; and

(14) transactions between (i) Roundy's or any Subsidiary of Roundy's and
a Receivables Subsidiary or (ii) a Receivables Subsidiary and any Person in
which the Receivables Subsidiary has an Investment.

Additional Subsidiary Guarantees

If Roundy's or any of its Subsidiaries acquires or creates another Domestic
Subsidiary (other than a Receivables Subsidiary) after the date of the
indenture and such Domestic Subsidiary guarantees Indebtedness under a Credit
Facility, then that newly acquired or created Domestic Subsidiary will become a
Guarantor and execute a supplemental indenture and deliver an opinion of
counsel satisfactory to the trustee within 10 Business Days of the date on
which it was acquired or created; provided, however, that if no Indebtedness
under a Credit Facility is outstanding, all of Roundy's Domestic Subsidiaries
(other than its Receivables Subsidiaries) with a Consolidated Net Worth of
greater than $500,000 must guarantee the notes; provided, further, that any
Domestic Subsidiary (other than a Receivable Subsidiary) that has properly been
designated as an Unrestricted Subsidiary in accordance with the indenture shall
not be required to become a Guarantor so long as it continues to constitute an
Unrestricted Subsidiary.

Designation of Restricted and Unrestricted Subsidiaries

The Board of Directors of Roundy's may designate any Restricted Subsidiary
to be an Unrestricted Subsidiary if that designation would not cause a Default.
If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the
aggregate fair market value of all outstanding Investments owned by Roundy's
and its Restricted Subsidiaries in the Subsidiary properly designated will be
deemed to be an Investment made as of the time of the designation and will
reduce the amount available (i) for Restricted Payments under the first
paragraph of the covenant described above under the caption "--Restricted
Payments" or (ii) under the definition of "Permitted Investments," as
determined by Roundy's. That designation will only be permitted if the
Investment would be permitted at that time and if the Restricted Subsidiary
otherwise meets the definition of an Unrestricted Subsidiary. The Board of
Directors may redesignate any Unrestricted Subsidiary to be a Restricted
Subsidiary if the redesignation would not cause a Default.

Business Activities

Roundy's will not, and will not permit any Restricted Subsidiary to, engage
in any business other than Permitted Businesses, except to such extent as would
not be material to Roundy's and its Restricted Subsidiaries taken as a whole.

Payments for Consent

Roundy's will not, and will not permit any of its Subsidiaries to, directly
or indirectly, pay or cause to be paid any consideration to or for the benefit
of any holder of notes for or as an inducement to any consent, waiver

or amendment of any of the terms or provisions of the indenture or the notes
unless such consideration is offered to be paid and is paid to all holders of
the notes that consent, waive or agree to amend in the time frame set forth in
the solicitation documents relating to such consent, waiver or agreement.

Reports

Whether or not required by the Commission, so long as any notes are
outstanding, Roundy's will furnish to the holders of notes, within the time
periods specified in the Commission's rules and regulations:

(1) all quarterly and annual financial information that would be required
to be contained in a filing with the Commission on Forms 10-Q and 10-K if
Roundy's were required to file such Forms, including a "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
and, with respect to the annual information only, a report on the annual
financial statements by Roundy's certified independent accountants; and

(2) all current reports that would be required to be filed with the
Commission on Form 8-K if Roundy's were required to file such reports.

If Roundy's has designated any of its Subsidiaries as Unrestricted
Subsidiaries and such Unrestricted Subsidiaries collectively have assets in
excess of $1.0 million, then the quarterly and annual financial information
required by the preceding paragraph will include a reasonably detailed
presentation, either on the face of the financial statements or in the
footnotes thereto, and in Management's Discussion and Analysis of Financial
Condition and Results of Operations, of the financial condition and results of
operations of Roundy's and its Restricted Subsidiaries separate from the
financial condition and results of operations of the Unrestricted Subsidiaries
of Roundy's.

In addition, following the consummation of the exchange offer contemplated
by the registration rights agreement, whether or not required by the
Commission, Roundy's will file a copy of all of the information and reports
referred to in clauses (1) and (2) above with the Commission for public
availability within the time periods specified in the Commission's rules and
regulations (unless the Commission will not accept such a filing) and make such
information available to securities analysts and prospective investors upon
request. In addition, Roundy's and the Subsidiary Guarantors have agreed that,
for so long as any notes (but not the Exchange Notes) remain outstanding, they
will furnish to the holders and to securities analysts and prospective
investors, upon their request, the information required to be delivered
pursuant to Rule 144A(d)(4) under the Securities Act.

Events of Default and Remedies

Each of the following is an Event of Default:

(1) default for 30 days in the payment when due of interest on, or
Liquidated Damages with respect to, the notes whether or not prohibited by
the subordination provisions of the indenture;

(2) default in payment when due of the principal of, or premium, if any,
on the notes, whether or not prohibited by the subordination provisions of
the indenture;

(3) failure by Roundy's or any of its Subsidiaries to comply with the
provisions described under the captions "--Repurchase at the Option of
Holders--Change of Control," or "--Repurchase at the Option of
Holders--Asset Sales;"

(4) failure by Roundy's or any of its Subsidiaries for 60 days after
notice by the trustee or the holders of at least 25% in principal amount of
the then outstanding notes to comply with any of the other agreements in the
indenture;

(5) default under any mortgage, indenture or instrument under which there
may be issued or by which there may be secured or evidenced any Indebtedness
for money borrowed by Roundy's or any of its

Restricted Subsidiaries (or the payment of which is guaranteed by Roundy's
or any of its Restricted Subsidiaries) whether such Indebtedness or
guarantee now exists, or is created after the date of the indenture, if that
default:

(a) is caused by a failure to pay principal on such Indebtedness at
the Stated Maturity thereof (a "Payment Default"); or

(b) results in the acceleration of such Indebtedness prior to its
express maturity,

and, in each case, the principal amount of any such Indebtedness, together
with the principal amount of any other such Indebtedness under which there
has been a Payment Default or the maturity of which has been so accelerated,
aggregates $25.0 million or more;

(6) failure by Roundy's or any of its Subsidiaries to pay final judgments
aggregating in excess of $25.0 million, which judgments are not paid,
discharged or stayed for a period of 60 days after such judgments have
become final and non-appealable, and in the event such judgment is covered
by insurance, an enforcement proceeding has been commenced by any creditor
upon such judgment or decree that is not promptly stayed;

(7) except as permitted by the indenture, any Subsidiary Guarantee by a
Significant Subsidiary or any group of Subsidiaries that, taken as a whole,
would constitute a Significant Subsidiary, shall be held in any judicial
proceeding to be unenforceable or invalid or shall cease for any reason to
be in full force and effect or any Guarantor, or any Person acting on behalf
of any Guarantor, shall deny or disaffirm its obligations under its
Subsidiary Guarantee; and

(8) certain events of bankruptcy or insolvency described in the indenture
with respect to Roundy's or any of its Restricted Subsidiaries.

In the case of an Event of Default arising from certain events of bankruptcy
or insolvency, with respect to Roundy's, any Restricted Subsidiary that is a
Significant Subsidiary or any group of Restricted Subsidiaries that, taken
together, would constitute a Significant Subsidiary, all outstanding notes will
become due and payable immediately without further action or notice. If any
other Event of Default occurs and is continuing, the trustee (upon the request
of the holders of at least 25% in principal amount of the then outstanding
notes) or the holders of at least 25% in principal amount of the then
outstanding notes may declare all the notes to be due and payable immediately.

Holders of the notes may not enforce the indenture or the notes except as
provided in the indenture. Subject to certain limitations, holders of a
majority in principal amount of the then outstanding notes may direct the
trustee in its exercise of any trust or power. The trustee may withhold from
holders of the notes notice of any continuing Default or Event of Default if it
determines that withholding notes is in their interest, except a Default or
Event of Default relating to the payment of principal or interest or Liquidated
Damages.

The holders of a majority in aggregate principal amount of the notes then
outstanding by notice to the trustee may on behalf of the holders of all of the
notes waive any existing Default or Event of Default and its consequences under
the indenture except a continuing Default or Event of Default in the payment of
interest or Liquidated Damages on, or the principal of, the notes.

Roundy's is required to deliver to the trustee annually a statement
regarding compliance with the indenture. Upon becoming aware of any Default or
Event of Default, Roundy's is required to deliver to the trustee a statement
specifying such Default or Event of Default.

No Personal Liability of Directors, Officers, Employees and Stockholders

No director, officer, employee, incorporator or stockholder of Roundy's or
any Guarantor, as such, will have any liability for any obligations of Roundy's
or the Guarantors under the notes, the indenture, the Subsidiary

Guarantees, or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each holder of notes by accepting a note waives
and releases all such liability. The waiver and release are part of the
consideration for issuance of the notes. The waiver may not be effective to
waive liabilities under the federal securities laws.

Legal Defeasance and Covenant Defeasance

Roundy's may, at its option and at any time, elect to have all of its
obligations discharged with respect to the outstanding notes and all
obligations of the Guarantors discharged with respect to their Subsidiary
Guarantees ("Legal Defeasance") except for:

(1) the rights of holders of outstanding notes to receive payments in
respect of the principal of, or interest or premium and Liquidated Damages,
if any, on such notes when such payments are due from the trust referred to
below;

(2) Roundy's obligations with respect to the notes concerning issuing
temporary notes, registration of notes, mutilated, destroyed, lost or stolen
notes and the maintenance of an office or agency for payment and money for
security payments held in trust;

(3) the rights, powers, trusts, duties and immunities of the trustee, and
Roundy's and the Guarantor's obligations in connection therewith; and

(4) the Legal Defeasance provisions of the indenture.

In addition, Roundy's may, at its option and at any time, elect to have the
obligations of Roundy's and the Guarantors released with respect to certain
covenants that are described in the indenture ("Covenant Defeasance") and
thereafter any omission to comply with those covenants will not constitute a
Default or Event of Default with respect to the notes. In the event Covenant
Defeasance occurs, certain events (not including non-payment, bankruptcy,
receivership, rehabilitation and insolvency events) described under "--Events
of Default and Remedies" will no longer constitute an Event of Default with
respect to the notes.

In order to exercise either Legal Defeasance or Covenant Defeasance:

(1) Roundy's must irrevocably deposit with the trustee, in trust, for the
benefit of the holders of the notes, cash in U.S. dollars, non-callable
Government Securities, or a combination of cash in U.S. dollars and
non-callable Government Securities, in amounts as will be sufficient, in the
opinion of a nationally recognized firm of independent public accountants,
to pay the principal of, or interest and premium and Liquidated Damages, if
any, on the outstanding notes on the stated maturity or on the applicable
redemption date, as the case may be, and Roundy's must specify whether the
notes are being defeased to maturity or to a particular redemption date;

(2) in the case of Legal Defeasance, Roundy's has delivered to the
trustee an opinion of counsel reasonably acceptable to the trustee
confirming that (a) Roundy's has received from, or there has been published
by, the Internal Revenue Service a ruling or (b) since the date of the
indenture, there has been a change in the applicable federal income tax law,
in either case to the effect that, and based thereon such opinion of counsel
will confirm that, the holders of the outstanding notes will not recognize
income, gain or loss for federal income tax purposes as a result of such
Legal Defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been the
case if such Legal Defeasance had not occurred;

(3) in the case of Covenant Defeasance, Roundy's has delivered to the
trustee an opinion of counsel reasonably acceptable to the trustee
confirming that the holders of the outstanding notes will not recognize
income, gain or loss for federal income tax purposes as a result of such
Covenant Defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been the
case if such Covenant Defeasance had not occurred;

(4) no Default or Event of Default has occurred and is continuing on the
date of such deposit (other than a Default or Event of Default resulting
from the borrowing of funds to be applied to such deposit);

(5) such Legal Defeasance or Covenant Defeasance will not result in a
breach or violation of, or constitute a default under any material agreement
or instrument (other than the indenture) to which Roundy's or any of its
Subsidiaries is a party or by which Roundy's or any of its Subsidiaries is
bound;

(6) Roundy's must deliver to the trustee an officers' certificate stating
that the deposit was not made by Roundy's with the intent of preferring the
holders of notes over the other creditors of Roundy's with the intent of
defeating, hindering, delaying or defrauding creditors of Roundy's or
others; and

(7) Roundy's must deliver to the trustee an officers' certificate and an
opinion of counsel, each stating that all conditions precedent relating to
the Legal Defeasance or the Covenant Defeasance have been complied with.

Amendment, Supplement and Waiver

Except as provided in the next three succeeding paragraphs, the indenture or
the notes may be amended or supplemented with the consent of the holders of at
least a majority in principal amount of the notes then outstanding (including,
without limitation, consents obtained in connection with a purchase of, or
tender offer or exchange offer for, notes), and any existing default or
compliance with any provision of the indenture or the notes may be waived with
the consent of the holders of a majority in principal amount of the then
outstanding notes (including, without limitation, consents obtained in
connection with a purchase of, or tender offer or exchange offer for, notes).

Without the consent of each holder affected, an amendment or waiver may not
(with respect to any notes held by a non-consenting holder):

(1) reduce the principal amount of notes whose holders must consent to an
amendment, supplement or waiver;

(2) reduce the principal of or change the fixed maturity of any note or
alter the provisions with respect to the redemption of the notes (other than
provisions relating to the covenants described above under the caption
"--Repurchase at the Option of Holders");

(3) reduce the rate of or change the time for payment of interest on any
note;

(4) waive a Default or Event of Default in the payment of principal of,
or interest or premium, or Liquidated Damages, if any, on the notes (except
a rescission of acceleration of the notes by the holders of at least a
majority in aggregate principal amount of the notes and a waiver of the
payment default that resulted from such acceleration);

(5) make any note payable in money other than that stated in the notes;

(6) make any change in the provisions of the indenture relating to
waivers of past Defaults or the rights of holders of notes to receive
payments of principal of, or interest or premium or Liquidated Damages, if
any, on the notes;

(7) waive a redemption payment with respect to any note (other than a
payment required by one of the covenants described above under the caption
"--Repurchase at the Option of Holders");

(8) release any Guarantor from any of its obligations under its
Subsidiary Guarantee or the indenture, except in accordance with the terms
of the indenture; or

(9) make any change in the preceding amendment and waiver provisions.

In addition, any amendment to, or waiver of, the provisions of the indenture
relating to subordination that adversely affects the rights of the holders of
the notes will require the consent of the holders of at least 75% in aggregate
principal amount of notes then outstanding.

Notwithstanding the preceding, without the consent of any holder of notes,
Roundy's, the Guarantors and the trustee may amend or supplement the indenture
or the notes:

(1) to cure any ambiguity, defect or inconsistency;

(2) to provide for uncertificated notes in addition to or in place of
certificated notes;

(3) to provide for the assumption of Roundy's obligations to holders of
notes in the case of a merger or consolidation or sale of all or
substantially all of Roundy's assets;

(4) to make any change that would provide any additional rights or
benefits to the holders of notes or that does not adversely affect the legal
rights under the indenture of any such holder; or

(5) to comply with requirements of the Commission in order to effect or
maintain the qualification of the indenture under the Trust Indenture Act.

Satisfaction and Discharge

The indenture will be discharged and will cease to be of further effect as
to all notes issued thereunder, when Roundy's or any Guarantor has paid or
caused to be paid all sums payable by it under the indenture and:

(1) either:

(a) all notes that have been authenticated, except lost, stolen or
destroyed notes that have been replaced or paid and notes for whose
payment money has been deposited in trust and thereafter repaid to
Roundy's, have been delivered to the trustee for cancellation; or

(b) (i) all notes that have not been delivered to the trustee for
cancellation have become due and payable by reason of the mailing of a
notice of redemption or otherwise or will become due and payable within
one year and Roundy's or any Guarantor has irrevocably deposited or
caused to be deposited with the trustee as trust funds in trust solely
for the benefit of the holders, cash in U.S. dollars, non-callable
Government Securities, or a combination of cash in U.S. dollars and
non-callable Government Securities, in amounts as will be sufficient
without consideration of any reinvestment of interest, to pay and
discharge the entire indebtedness on the notes not delivered to the
trustee for cancellation for principal, premium and Liquidated Damages,
if any, and accrued interest to the date of maturity or redemption; (ii)
no Default or Event of Default has occurred and is continuing on the
date of the deposit or will occur as a result of the deposit and the
deposit will not result in a breach or violation of, or constitute a
default under, any other instrument to which Roundy's or any Guarantor
is a party or by which Roundy's or any Guarantor is bound; and (iii)
Roundy's has delivered irrevocable instructions to the trustee under the
indenture to apply the deposited money toward the payment of the notes
at maturity or the redemption date, as the case may be.

In addition, Roundy's must deliver an officers' certificate and an opinion of
counsel to the trustee stating that all conditions precedent to satisfaction
and discharge have been satisfied.

Concerning the Trustee

If the trustee becomes a creditor of Roundy's or any Guarantor, the
indenture limits its right to obtain payment of claims in certain cases, or to
realize on certain property received in respect of any such claim as security
or otherwise. The trustee will be permitted to engage in other transactions;
however, if it acquires any conflicting interest it must eliminate such
conflict within 90 days, apply to the Commission for permission to continue or
resign.

The holders of a majority in principal amount of the then outstanding notes
will have the right to direct the time, method and place of conducting any
proceeding for exercising any remedy available to the trustee, subject to
certain exceptions. The indenture provides that in case an Event of Default
occurs and is continuing, the

trustee will be required, in the exercise of its power, to use the degree of
care of a prudent man in the conduct of his own affairs. Subject to such
provisions, the trustee will be under no obligation to exercise any of its
rights or powers under the indenture at the request of any holder of notes,
unless such holder has offered to the trustee security and indemnity
satisfactory to it against any loss, liability or expense.

Additional Information

Anyone who receives this prospectus may obtain a copy of the indenture and
registration rights agreement without charge by writing to Roundy's, Inc.,
23000 Roundy Drive, Pewaukee, Wisconsin 53072, Attention: Edward G. Kitz.

Book-Entry, Delivery and Form

The notes are being offered and sold to qualified institutional buyers in
reliance on Rule 144A ("Rule 144A Notes"). Notes also may be offered and sold
in offshore transactions in reliance on Regulation S ("Regulation S Notes").
Except as set forth below, notes will be issued in registered, global form in
minimum denominations of $1,000 and integral multiples of $1,000 in excess of
$1,000. Notes will be issued at the closing of this offering only against
payment in immediately available funds.

Rule 144A Notes initially will be represented by one or more notes in
registered, global form without interest coupons (collectively, the "Rule 144A
Global Notes"). Regulation S Notes initially will be represented by one or more
temporary notes in registered, global form without interest coupons
(collectively, the "Regulation S Temporary Global Notes"). The Rule 144A Global
Notes and the Regulation S Temporary Global Notes will be deposited upon
issuance with the trustee as custodian for The Depository Trust Company
("DTC"), in New York, New York, and registered in the name of DTC or its
nominee, in each case for credit to an account of a direct or indirect
participant in DTC as described below. Through and including the 40th day after
the later of the commencement of this offering and the closing of this offering
(such period through and including such 40th day, the "Restricted Period"),
beneficial interests in the Regulation S Temporary Global Notes may be held
only through the Euroclear System ("Euroclear") and Clearstream Banking, S.A.
("Clearstream") (as indirect participants in DTC), unless transferred to a
person that takes delivery through a Rule 144A Global Note in accordance with
the certification requirements described below. Within a reasonable time period
after the expiration of the Restricted Period, the Regulation S Temporary
Global Notes will be exchanged for one or more permanent notes in registered,
global form without interest coupons (collectively, the "Regulation S Permanent
Global Notes" and, together with the Regulation S Temporary Global Notes, the
"Regulation S Global Notes" (the Regulation S Global Notes and Rule 144A Global
Notes, collectively being the "Global Notes")) upon delivery to the trustee of
certification of compliance with the transfer restrictions applicable to the
notes and pursuant to Regulation S as provided in the indenture. See
"--Exchanges Between Regulation S Temporary Global Notes and Regulation S
Permanent Global Notes." Beneficial interests in the Rule 144A Global Notes may
not be exchanged for beneficial interests in the Regulation S Global Notes at
any time except in the limited circumstances described below. See "--Exchanges
Between Regulation S Notes and Rule 144A Notes."

Except as set forth below, the Global Notes may be transferred, in whole and
not in part, only to another nominee of DTC or to a successor of DTC or its
nominee. Beneficial interests in the Global Notes may not be exchanged for
notes in certificated form except in the limited circumstances described below.
See "--Exchange of Global Notes for Certificated Notes." Except in the limited
circumstances described below, owners of beneficial interests in the Global
Notes will not be entitled to receive physical delivery of notes in
certificated form.

Rule 144A Notes (including beneficial interests in the Rule 144A Global
Notes) will be subject to certain restrictions on transfer and will bear a
restrictive legend as described under "Notice to Investors." Regulation S Notes
will also bear the legend as described under "Notice to Investors." In
addition, transfers of beneficial

interests in the Global Notes will be subject to the applicable rules and
procedures of DTC and its direct or indirect participants (including, if
applicable, those of Euroclear and Clearstream), which may change from time to
time.

Depository Procedures

The following description of the operations and procedures of DTC, Euroclear
and Clearstream are provided solely as a matter of convenience. These
operations and procedures are solely within the control of the respective
settlement systems and are subject to changes by them. Roundy's takes no
responsibility for these operations and procedures and urges investors to
contact the system or their participants directly to discuss these matters.

DTC has advised Roundy's that DTC is a limited-purpose trust company created
to hold securities for its participating organizations (collectively, the
"Participants") and to facilitate the clearance and settlement of transactions
in those securities between Participants through electronic book-entry changes
in accounts of its Participants. The Participants include securities brokers
and dealers (including the initial purchasers), banks, trust companies,
clearing corporations and certain other organizations. Access to DTC's system
is also available to other entities such as banks, brokers, dealers and trust
companies that clear through or maintain a custodial relationship with a
Participant, either directly or indirectly (collectively, the "Indirect
Participants"). Persons who are not Participants may beneficially own
securities held by or on behalf of DTC only through the Participants or the
Indirect Participants. The ownership interests in, and transfers of ownership
interests in, each security held by or on behalf of DTC are recorded on the
records of the Participants and Indirect Participants.

DTC has also advised Roundy's that, pursuant to procedures established by it:

(1) upon deposit of the Global Notes, DTC will credit the accounts of
Participants designated by the initial purchasers with portions of the
principal amount of the Global Notes; and

(2) ownership of these interests in the Global Notes will be shown on,
and the transfer of ownership of these interests will be effected only
through, records maintained by DTC (with respect to the Participants) or by
the Participants and the Indirect Participants (with respect to other owners
of beneficial interest in the Global Notes).

Investors in the Rule 144A Global Notes who are Participants in DTC's system
may hold their interests therein directly through DTC. Investors in the Rule
144A Global Notes who are not Participants may hold their interests therein
indirectly through organizations (including Euroclear and Clearstream) which
are Participants in such system. Through and including the Restricted Period,
investors in the Regulation S Global Notes must hold their interests in the
Regulation S Temporary Global Notes through Euroclear or Clearstream, if they
are participants in such systems, or indirectly through organizations that are
participants in such systems. After the expiration of the Restricted Period
(but not earlier), investors may also hold interests in the Regulation S Global
Notes through Participants in the DTC system other than Euroclear and
Clearstream. Euroclear and Clearstream will hold interests in the Regulation S
Global Notes on behalf of their participants through customers' securities
accounts in their respective names on the books of their respective
depositories, which are Euroclear Bank S.A./N.V., as operator of Euroclear, and
Citibank, N.A., as operator of Clearstream. All interests in a Global Note,
including those held through Euroclear or Clearstream, may be subject to the
procedures and requirements of DTC. Those interests held through Euroclear or
Clearstream may also be subject to the procedures and requirements of such
systems. The laws of some states require that certain Persons take physical
delivery in definitive form of securities that they own. Consequently, the
ability to transfer beneficial interests in a Global Note to such Persons will
be limited to that extent. Because DTC can act only on behalf of Participants,
which in turn act on behalf of Indirect Participants, the ability of a Person
having beneficial interests in a Global Note to pledge such interests to
Persons that do not participate in the DTC system, or otherwise take actions in
respect of such interests, may be affected by the lack of a physical
certificate evidencing such interests.

Except as described below, owners of interest in the Global Notes will not
have notes registered in their names, will not receive physical delivery of
notes in certificated form and will not be considered the registered owners or
"holders" thereof under the indenture for any purpose.

Payments in respect of the principal of, and interest and premium and
Liquidated Damages, if any, on a Global Note registered in the name of DTC or
its nominee will be payable to DTC in its capacity as the registered holder
under the indenture. Under the terms of the indenture, Roundy's and the trustee
will treat the Persons in whose names the notes, including the Global Notes,
are registered as the owners of the notes for the purpose of receiving payments
and for all other purposes. Consequently, neither Roundy's, the trustee nor any
agent of Roundy's or the trustee has or will have any responsibility or
liability for:

(1) any aspect of DTC's records or any Participant's or Indirect
Participant's records relating to or payments made on account of beneficial
ownership interest in the Global Notes or for maintaining, supervising or
reviewing any of DTC's records or any Participant's or Indirect
Participant's records relating to the beneficial ownership interests in the
Global Notes; or

(2) any other matter relating to the actions and practices of DTC or any
of its Participants or Indirect Participants.

DTC has advised Roundy's that its current practice, upon receipt of any
payment in respect of securities such as the notes (including principal and
interest), is to credit the accounts of the relevant Participants with the
payment on the payment date unless DTC has reason to believe it will not
receive payment on such payment date. Each relevant Participant is credited
with an amount proportionate to its beneficial ownership of an interest in the
principal amount of the relevant security as shown on the records of DTC.
Payments by the Participants and the Indirect Participants to the beneficial
owners of notes will be governed by standing instructions and customary
practices and will be the responsibility of the Participants or the Indirect
Participants and will not be the responsibility of DTC, the trustee or
Roundy's. Neither Roundy's nor the trustee will be liable for any delay by DTC
or any of its Participants in identifying the beneficial owners of the notes,
and Roundy's and the trustee may conclusively rely on and will be protected in
relying on instructions from DTC or its nominee for all purposes.

Subject to the transfer restrictions set forth under "Notice to Investors,"
transfers between Participants in DTC will be effected in accordance with DTC's
procedures, and will be settled in same-day funds, and transfers between
participants in Euroclear and Clearstream will be effected in accordance with
their respective rules and operating procedures.

Subject to compliance with the transfer restrictions applicable to the notes
described herein, cross-market transfers between the Participants in DTC, on
the one hand, and Euroclear or Clearstream participants, on the other hand,
will be effected through DTC in accordance with DTC's rules on behalf of
Euroclear or Clearstream, as the case may be, by its respective depositary;
however, such cross-market transactions will require delivery of instructions
to Euroclear or Clearstream, as the case may be, by the counterparty in such
system in accordance with the rules and procedures and within the established
deadlines (Brussels time) of such system. Euroclear or Clearstream, as the case
may be, will, if the transaction meets its settlement requirements, deliver
instructions to its respective depositary to take action to effect final
settlement on its behalf by delivering or receiving interests in the relevant
Global Note in DTC, and making or receiving payment in accordance with normal
procedures for same-day funds settlement applicable to DTC. Euroclear
participants and Clearstream participants may not deliver instructions directly
to the depositories for Euroclear or Clearstream.

DTC has advised Roundy's that it will take any action permitted to be taken
by a holder of notes only at the direction of one or more Participants to whose
account DTC has credited the interests in the Global Notes and only in respect
of such portion of the aggregate principal amount of the notes as to which such
Participant or Participants has or have given such direction. However, if there
is an Event of Default under the notes, DTC reserves the right to exchange the
Global Notes for legended notes in certificated form, and to distribute such
notes to its Participants.

Although DTC, Euroclear and Clearstream have agreed to the foregoing
procedures to facilitate transfers of interests in the Rule 144A Global Notes
and the Regulation S Global Notes among participants in DTC, Euroclear and
Clearstream, they are under no obligation to perform or to continue to perform
such procedures, and may discontinue such procedures at any time. Neither
Roundy's nor the trustee nor any of their respective agents will have any
responsibility for the performance by DTC, Euroclear or Clearstream or their
respective participants or indirect participants of their respective
obligations under the rules and procedures governing their operations.

Exchange of Global Notes for Certificated Notes

A Global Note is exchangeable for definitive notes in registered
certificated form ("Certificated Notes") if:

(1) DTC (a) notifies Roundy's that it is unwilling or unable to continue
as depositary for the Global Notes or (b) has ceased to be a clearing agency
registered under the Exchange Act and, in either case, Roundy's fails to
appoint a successor depositary;

(2) in the case of a Global Note held for an account of Euroclear or
Clearstream, Euroclear or Clearstream, as the case may be, (a) is closed for
business for a continuous period of 14 days (other than by reason of
statutory or other holidays), or (b) announces an intention permanently to
cease business or does in fact do so;

(3) Roundy's, at its option, notifies the trustee in writing that it
elects to cause the issuance of the Certificated Notes; or

(4) there has occurred and is continuing a Default or Event of Default
with respect to the notes.

In addition, beneficial interests in a Global Note may be exchanged for
Certificated Notes upon prior written notice given to the trustee by or on
behalf of DTC in accordance with the indenture. Further, in no event will
Regulation S Temporary Global Notes be exchanged for Certificated Notes prior
to the expiration of the Restricted Period and receipt by the registrar of any
certificates required pursuant to Regulation S. In all cases, Certificated
Notes delivered in exchange for any Global Note or beneficial interests in
Global Notes will be registered in the names, and issued in any approved
denominations, requested by or on behalf of the depositary (in accordance with
its customary procedures) and will bear the applicable restrictive legend
referred to in "Notice to Investors," unless that legend is not required by
applicable law.

Exchange of Certificated Notes for Global Notes

Certificated Notes may not be exchanged for beneficial interests in any
Global Note unless the transferor first delivers to the trustee a written
certificate (in the form provided in the indenture) to the effect that such
transfer will comply with the appropriate transfer restrictions applicable to
such notes. See "Notice to Investors."

Exchanges Between Regulation S Notes and Rule 144A Notes

Beneficial interests in the Regulation S Global Note may be exchanged for
beneficial interests in the Rule 144A Global Note only if:

(1) such exchange occurs in connection with a transfer of the notes
pursuant to Rule 144A; and

(2) the transferor first delivers to the trustee a written certificate
(in the form provided in the indenture) to the effect that the notes are
being transferred to a Person:

(a) who the transferor reasonably believes to be a qualified
institutional buyer within the meaning of Rule 144A;

(b) purchasing for its own account or the account of a qualified
institutional buyer in a transaction meeting the requirements of Rule
144A; and

Beneficial interest in a Rule 144A Global Note may be transferred to a
Person who takes delivery in the form of an interest in the Regulation S Global
Note, whether before or after the expiration of the Restricted Period, only if
the transferor first delivers to the trustee a written certificate (in the form
provided in the indenture) to the effect that such transfer is being made in
accordance with Rule 903 or 904 of Regulation S or Rule 144 (if available) and
that, if such transfer occurs prior to the expiration of the Restricted Period,
the interest transferred will be held immediately thereafter through Euroclear
or Clearstream.

Transfers involving exchanges of beneficial interests between the Regulation
S Global Notes and the Rule 144A Global Notes will be effected in DTC by means
of an instruction originated by the trustee through the DTC Deposit/Withdraw at
Custodian system. Accordingly, in connection with any such transfer,
appropriate adjustments will be made to reflect a decrease in the principal
amount of the Regulation S Global Note and a corresponding increase in the
principal amount of the Rule 144A Global Note or vice versa, as applicable. Any
beneficial interest in one of the Global Notes that is transferred to a Person
who takes delivery in the form of an interest in the other Global Note will,
upon transfer, cease to be an interest in such Global Note and will become an
interest in the other Global Note and, accordingly, will thereafter be subject
to all transfer restrictions and other procedures applicable to beneficial
interest in such other Global Note for so long as it remains such an interest.
The policies and practices of DTC may prohibit transfers of beneficial
interests in the Regulation S Global Note prior to the expiration of the
Restricted Period.

Exchanges Between Regulation S Temporary Global Notes and Regulation S
Permanent Global Notes

After the expiration of the Restricted Period, and upon receipt by the
trustee of written certification (in the form provided in the indenture) from
Euroclear or Clearstream, as the case may be, and upon receipt by Euroclear and
Clearstream, as the case may be, of written certification (in the form provided
in the indenture) from holders of beneficial interests in the Regulation S
Temporary Global Note that the note or notes with respect to which such
certifications are made are not owned by or for persons who are U.S. Persons or
for purposes of resale directly or indirectly to a U.S. Person or to a person
within the United States or its possessions, the trustee will exchange the
portion of the Regulation S Temporary Global Notes covered by such
certifications for interests in the Regulation S Permanent Global Notes.

Same Day Settlement and Payment

Roundy's will make payments in respect of the notes represented by the
Global Notes (including principal, premium, if any, interest and Liquidated
Damages, if any) by wire transfer of immediately available funds to the
accounts specified by the Global Note holder. Roundy's will make all payments
of principal, interest and premium and Liquidated Damages, if any, with respect
to Certificated Notes by wire transfer of immediately available funds to the
accounts specified by the holders of the Certificated Notes or, if no such
account is specified, by mailing a check to each such holder's registered
address. The notes represented by the Global Notes are expected to be eligible
to trade in the PORTAL(TM) market and to trade in DTC's Same-Day Funds
Settlement System, and any permitted secondary market trading activity in such
notes will, therefore, be required by DTC to be settled in immediately
available funds. Roundy's expects that secondary trading in any Certificated
Notes will also be settled in immediately available funds.

Because of time zone differences, the securities account of a Euroclear or
Clearstream participant purchasing an interest in a Global Note from a
Participant in DTC will be credited, and any such crediting will be reported to
the relevant Euroclear or Clearstream participant, during the securities
settlement processing day (which must be a business day for Euroclear and
Clearstream) immediately following the settlement date of DTC. DTC has advised
Roundy's that cash received in Euroclear or Clearstream as a result of sales of
interests in a Global Note by or through a Euroclear or Clearstream participant
to a Participant in DTC will be received with

value on the settlement date of DTC but will be available in the relevant
Euroclear or Clearstream cash account only as of the business day for Euroclear
or Clearstream following DTC's settlement date.

Registration Rights; Liquidated Damages

The following description is a summary of the material provisions of the
registration rights agreement. It does not restate that agreement in its
entirety. We urge you to read the proposed form of registration rights
agreement in its entirety because it, and not this description, defines your
registration rights as holders of these notes. See "--Additional Information."

Roundy's, the Guarantors and the initial purchasers will enter into the
registration rights agreement on or prior to the closing of this offering.
Pursuant to the registration rights agreement, Roundy's and the Guarantors will
agree to file with the Commission the Exchange Offer Registration Statement on
the appropriate form under the Securities Act with respect to the Exchange
Notes. Upon the effectiveness of the Exchange Offer Registration Statement,
Roundy's and the Guarantors will offer to the holders of Transfer Restricted
Securities pursuant to the Exchange Offer who are able to make certain
representations the opportunity to exchange their Transfer Restricted
Securities for Exchange Notes.

If:

(1) Roundy's and the Guarantors are not

(a) required to file the Exchange Offer Registration Statement; or

(b) permitted to consummate the Exchange Offer because the Exchange
Offer is not permitted by applicable law or Commission policy; or

(2) any holder of Transfer Restricted Securities notifies Roundy's prior
to the 20th day following consummation of the Exchange Offer that:

(a) it is prohibited by law or Commission policy from participating
in the Exchange Offer; or

(b) that it may not resell the Exchange Notes acquired by it in the
Exchange Offer to the public without delivering a prospectus and the
prospectus contained in the Exchange Offer Registration Statement is not
appropriate or available for such resales; or

Roundy's and the Guarantors will use their reasonable best efforts to file with
the Commission a Shelf Registration Statement to cover resales of the notes by
the holders of the notes who satisfy certain conditions relating to the
provision of information in connection with the Shelf Registration Statement.

Roundy's and the Guarantors will use their reasonable best efforts to cause
the applicable registration statement to be declared effective as promptly as
possible by the Commission.

For purposes of the preceding, "Transfer Restricted Securities" means each
note until:

(1) the date on which such note has been exchanged by a Person other than
a broker-dealer for an Exchange Note in the Exchange Offer;

(2) following the exchange by a broker-dealer in the Exchange Offer of a
note for an Exchange Note, the date on which such Exchange Note is sold to a
purchaser who receives from such broker-dealer on or prior to the date of
such sale a copy of the prospectus contained in the Exchange Offer
Registration Statement;

(3) the date on which such note has been effectively registered under the
Securities Act and disposed of in accordance with the Shelf Registration
Statement; or

(4) the date on which such note is distributed to the public pursuant to
Rule 144 under the Securities Act.

The registration rights agreement will provide that:

(1) Roundy's and the Guarantors will file an Exchange Offer Registration
Statement with the Commission on or prior to 90 days after the closing of
this offering;

(2) Roundy's and the Guarantors will use their reasonable best efforts to
have the Exchange Offer Registration Statement declared effective by the
Commission on or prior to 180 days after the closing of this offering;

(3) unless the Exchange Offer would not be permitted by applicable law or
Commission policy, Roundy's and the Guarantors will

(a) commence the Exchange Offer; and

(b) use their reasonable best efforts to issue on or prior to 30
business days, or longer, if required by the federal securities laws,
after the date on which the Exchange Offer Registration Statement was
declared effective by the Commission, Exchange Notes in exchange for all
notes tendered prior thereto in the Exchange Offer; and

(4) if obligated to file the Shelf Registration Statement, Roundy's and
the Guarantors will use their reasonable best efforts to file the Shelf
Registration Statement with the Commission on or prior to 90 days after such
filing obligation arises and to cause the Shelf Registration to be declared
effective by the Commission on or prior to 180 days after such obligation
arises.

If:

(1) Roundy's and the Guarantors fail to file any of the registration
statements required by the registration rights agreement on or before the
date specified for such filing; or

(2) any of such registration statements is not declared effective by the
Commission on or prior to the date specified for such effectiveness (the
"Effectiveness Target Date"); or

(3) Roundy's and the Guarantors fail to consummate the Exchange Offer
within 30 business days of the Effectiveness Target Date with respect to the
Exchange Offer Registration Statement; or

(4) the Shelf Registration Statement or the Exchange Offer Registration
Statement is declared effective but thereafter ceases to be effective or
usable in connection with resales of Transfer Restricted Securities during
the periods specified in the registration rights agreement (each such event
referred to in clauses (1) through (4) above, a "Registration Default"),

then Roundy's and the Guarantors will pay Liquidated Damages to each holder of
notes, with respect to the first 90-day period immediately following the
occurrence of the first Registration Default in an amount equal to $.05 per
week per $1,000 principal amount of notes held by such holder.

The amount of the Liquidated Damages will increase by an additional $.05 per
week per $1,000 principal amount of notes with respect to each subsequent
90-day period until all Registration Defaults have been cured, up to a maximum
amount of Liquidated Damages for all Registration Defaults of $.50 per week per
$1,000 principal amount of notes.

All accrued Liquidated Damages will be paid by Roundy's and the Guarantors
on each Interest Payment Date to the Global Note Holder by wire transfer of
immediately available funds or by federal funds check and to holders of
Certificated Notes by wire transfer to the accounts specified by them or by
mailing checks to their registered addresses if no such accounts have been
specified.

100

Following the cure of all Registration Defaults, the accrual of Liquidated
Damages will cease.

Holders of notes will be required to make certain representations to
Roundy's (as described in the registration rights agreement) in order to
participate in the Exchange Offer and will be required to deliver certain
information to be used in connection with the Shelf Registration Statement and
to provide comments on the Shelf Registration Statement within the time periods
set forth in the registration rights agreement in order to have their notes
included in the Shelf Registration Statement and benefit from the provisions
regarding Liquidated Damages set forth above. By acquiring Transfer Restricted
Securities, a holder will be deemed to have agreed to indemnify Roundy's and
the Guarantors against certain losses arising out of information furnished by
such holder in writing for inclusion in any Shelf Registration Statement.
Holders of notes will also be required to suspend their use of the prospectus
included in the Shelf Registration Statement under certain circumstances upon
receipt of written notice to that effect from Roundy's.

Governing Law

The indenture, the notes and the Subsidiary Guarantees will be governed by,
and construed in accordance with, the laws of the State of New York.

Certain Definitions

Set forth below are certain defined terms used in the indenture. Reference
is made to the indenture for a full disclosure of all such terms, as well as
any other capitalized terms used herein for which no definition is provided.

"Acquired Debt" means, with respect to any specified Person:

(1) Indebtedness of any other Person existing at the time such other
Person is merged with or into or became a Subsidiary of such specified
Person, whether or not such Indebtedness is incurred in connection with, or
in contemplation of, such other Person merging with or into, or becoming a
Subsidiary of, such specified Person; and

(2) Indebtedness secured by a Lien encumbering any asset acquired by such
specified Person.

"Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control,"
as used with respect to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise; provided that beneficial ownership of 10% or more of
the Voting Stock of a Person will be deemed to be control. For purposes of this
definition, the terms "controlling," "controlled by" and "under common control
with" have correlative meanings. No Person (other than Roundy's or any
Subsidiary of Roundy's) in whom a Receivables Subsidiary makes an Investment in
connection with a Qualified Receivables Transaction will be deemed to be an
Affiliate of Roundy's or any of its Subsidiaries solely by reason of such
Investment.

"Asset Sale" means:

(1) the sale, lease, conveyance or other disposition of any assets or
rights, other than sales of inventory in the ordinary course of business
consistent with past practices; provided that the sale, conveyance or other
disposition of all or substantially all of the assets of Roundy's and its
Restricted Subsidiaries taken as a whole will be governed by the provisions
of the indenture described above under the caption "--Repurchase at the
Option of Holders--Change of Control" and/or the provisions described above
under the caption
"--Certain Covenants--Merger, Consolidation or Sale of Assets" and not by
the provisions of the Asset Sale covenant; and

101

(2) the issuance or sale of Equity Interests by any of Roundy's
Restricted Subsidiaries or the sale of Equity Interests in any of its
Restricted Subsidiaries.

Notwithstanding the preceding, none of the following items will be deemed to
be an Asset Sale:

(1) any single transaction or series of related transactions that
involves assets having a fair market value of less than $2.0 million;

(2) a transfer of assets between or among Roundy's and its Restricted
Subsidiaries;

(3) an issuance of Equity Interests by a Restricted Subsidiary to
Roundy's or to another Restricted Subsidiary;

(4) the sale or lease of equipment, inventory, accounts receivable or
other assets in the ordinary course of business;

(5) the sale or other disposition of cash or Cash Equivalents;

(6) a Restricted Payment or Permitted Investment that is permitted by the
covenant described above under the caption "--Certain Covenants--Restricted
Payments;"

(7) any sale of Equity Interests in, or Indebtedness or other securities
of, an Unrestricted Subsidiary;

(8) sales of accounts receivable and related assets of the type specified
in the definition of "Qualified Receivables Transaction" to a Receivables
Subsidiary for the fair market value thereof, including cash in an amount at
least equal to 75% of the book value thereof as determined in accordance
with GAAP, it being understood that, for the purposes of this clause (8),
notes received in exchange for the transfer of accounts receivable and
related assets will be deemed cash if the Receivables Subsidiary or other
payor is required to repay said notes as soon as practicable from cash
collections available to the Receivables Subsidiary or other payor less
amounts required to be established as reserves pursuant to contractual
agreements with entities that are not Affiliates of Roundy's entered into as
part of a Qualified Receivables Transaction; and

(9) transfers of accounts receivable and related assets of the type
specified in the definition of "Qualified Receivables Transaction" (or a
fractional undivided interest therein) by a Receivables Subsidiary in a
Qualified Receivables Transaction.

"Attributable Debt" in respect of a sale and leaseback transaction means, at
the time of determination, the present value of the obligation of the lessee
for net rental payments during the remaining term of the lease included in such
sale and leaseback transaction including any period for which such lease has
been extended or may, at the option of the lessor, be extended. Such present
value shall be calculated using a discount rate equal to the rate of interest
implicit in such transaction, determined in accordance with GAAP; provided,
however, that if such sale and leaseback transaction is also a Capital Lease
Obligation, it will be treated as such for all purposes under the indenture.

"Beneficial Owner" has the meaning assigned to such term in Rule 13d-3 and
Rule 13d-5 under the Exchange Act, except that in calculating the beneficial
ownership of any particular "person" (as that term is used in Section 13(d)(3)
of the Exchange Act), such "person" will be deemed to have beneficial ownership
of all securities that such "person" has the right to acquire by conversion or
exercise of other securities, whether such right is currently exercisable or is
exercisable only upon the occurrence of a subsequent condition. The terms
"Beneficially Owns" and "Beneficially Owned" have a corresponding meaning.

"Board of Directors" means:

(1) with respect to a corporation, the board of directors of the
corporation;

(2) with respect to a partnership, the Board of Directors of the general
partner of the partnership; and

(3) with respect to any other Person, the board or committee of such
Person serving a similar function.

102

"Capital Lease Obligation" means, at the time any determination is to be
made, the amount of the liability in respect of a capital lease that would at
that time be required to be capitalized on a balance sheet in accordance with
GAAP.

"Capital Stock" means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (however designated)
of corporate stock;

(3) in the case of a partnership or limited liability company,
partnership or membership interests (whether general or limited); and

(4) any other interest or participation that confers on a Person the
right to receive a share of the profits and losses of, or distributions of
assets of, the issuing Person.

"Cash Equivalents" means:

(1) U.S. dollars;

(2) securities issued or directly and fully guaranteed or insured by the
U.S. government or any agency or instrumentality of the U.S. government
(provided that the full faith and credit of the United States is pledged in
support of those securities) having maturities of not more than 12 months
from the date of acquisition;

(3) certificates of deposit and eurodollar time deposits with maturities
of 12 months or less from the date of acquisition, bankers' acceptances with
maturities not exceeding 12 months and overnight bank deposits, in each
case, with any lender party to the Credit Agreement or with any domestic
commercial bank having capital and surplus in excess of $500.0 million and a
Thomson Bank Watch Rating of "B" or better;

(4) repurchase obligations with a term of not more than seven days for
underlying securities of the types described in clauses (2) and (3) above
entered into with any financial institution meeting the qualifications
specified in clause (3) above;

(5) commercial paper having a rating no lower than "A-2" from Moody's
Investors Service, Inc. ("Moody's") or "P2" from Standard & Poor's Rating
Services ("S&P") and in each case maturing within 12 months after the date
of acquisition;

(6) money market funds at least 95% of the assets of which constitute
Cash Equivalents of the kinds described in clauses (1) through (5) of this
definition; and

(7) readily marketable direct obligations issued by any state of the
United States or any political subdivision thereof, in either case having
one of the two highest rating categories obtainable from either Moody's or
S&P.

"Change of Control" means the occurrence of any of the following:

(1) the direct or indirect sale, transfer, conveyance or other
disposition (other than by way of merger or consolidation), in one or a
series of related transactions, of all or substantially all of the
properties or assets of Roundy's and its Restricted Subsidiaries taken as a
whole to any "person" (as that term is used in Section 13(d)(3) of the
Exchange Act) other than a Principal or a Related Party of a Principal;

(2) the adoption of a plan relating to the liquidation or dissolution of
Roundy's;

(3) the consummation of any transaction (including, without limitation,
any merger or consolidation) the result of which is that any "person" (as
defined above), other than the Principals and their Related Parties, becomes
the Beneficial Owner, directly or indirectly, of more than 50% of the Voting
Stock of Roundy's, measured by voting power rather than number of shares; or

103

(4) the first day on which a majority of the members of the Board of
Directors of Roundy's are not Continuing Directors.

"Consolidated Cash Flow" means, with respect to any specified Person for any
period, the Consolidated Net Income of such Person for such period plus:

(1) an amount equal to any extraordinary loss plus any net loss realized
by such Person or any of its Restricted Subsidiaries in connection with an
Asset Sale, to the extent such losses were deducted in computing such
Consolidated Net Income; plus

(2) provision for taxes based on income or profits of such Person and its
Restricted Subsidiaries for such period, to the extent that such provision
for taxes was deducted in computing such Consolidated Net Income; plus

(3) consolidated interest expense of such Person and its Restricted
Subsidiaries for such period, whether paid or accrued and whether or not
capitalized (including, without limitation, amortization of debt issuance
costs and original issue discount, non-cash interest payments, the interest
component of any deferred payment obligations, the interest component of all
payments associated with Capital Lease Obligations, imputed interest with
respect to Attributable Debt, commissions, discounts and other fees and
charges incurred in respect of letter of credit or bankers' acceptance
financings, and net of the effect of all payments made or received pursuant
to Hedging Obligations), to the extent that any such expense was deducted in
computing such Consolidated Net Income; plus

(4) depreciation, amortization (including amortization of goodwill and
other intangibles but excluding amortization of prepaid cash expenses that
were paid in a prior period) and other non-cash items (excluding any such
non-cash expense to the extent that it represents an accrual of or reserve
for cash expenses in any future period or amortization of a prepaid cash
expense that was paid in a prior period) of such Person and its Restricted
Subsidiaries for such period to the extent that such depreciation,
amortization and other non-cash items were deducted in computing such
Consolidated Net Income; plus

(5) all non-recurring costs and expenses of Roundy's and its Restricted
Subsidiaries incurred within three months of date of the indenture in
connection with the Transactions, including the related financing
transactions; plus

(6) all non-cash charges relating to employee benefit or other management
compensation plans of Roundy's or any of its Restricted Subsidiaries or any
non-cash compensation charge arising from any grant of stock, stock options
or other equity-based awards of Roundy's or any of its Restricted
Subsidiaries (excluding in each case any non-cash charge to the extent that
it represents an accrual of or reserve for cash expenses in any future
period or amortization of a prepaid cash expense incurred in a prior
period), in each case, to the extent that such non-cash charges were
deducted in computing such Consolidated Net Income; plus

(7) all items classified as extraordinary, unusual or nonrecurring
non-cash losses or charges (including, without limitation, severance,
relocation and other restructuring costs), and related tax effects according
to GAAP to the extent such non-cash charges or losses were deducted in
computing such Consolidated Net Income; minus

(8) non-cash items increasing such Consolidated Net Income for such
period, other than the accrual of revenue in the ordinary course of business,

in each case, on a consolidated basis and determined in accordance with GAAP.

104

"Consolidated Net Income" means, with respect to any specified Person for
any period, the aggregate of the Net Income of such Person and its Restricted
Subsidiaries for such period, on a consolidated basis, determined in accordance
with GAAP; provided that:

(1) the Net Income of any Person that is not a Restricted Subsidiary or
that is accounted for by the equity method of accounting will be included
only to the extent of the amount of dividends or distributions paid in cash
to the specified Person or a Restricted Subsidiary of the Person;

(2) the Net Income of any Restricted Subsidiary will be excluded to the
extent that the declaration or payment of dividends or similar distributions
by that Restricted Subsidiary of that Net Income is not at the date of
determination permitted without any prior governmental approval (that has
not been obtained) or, directly or indirectly, by operation of the terms of
its charter or any agreement, instrument, judgment, decree, order, statute,
rule or governmental regulation applicable to that Restricted Subsidiary or
its stockholders (except to the extent of the amount of dividends or
distributions that have actually been paid in the calculation period);

(3) the Net Income of any Person acquired in a pooling of interests
transaction for any period prior to the date of such acquisition will be
excluded;

(4) the cumulative effect of a change in accounting principles will be
excluded; and

(5) the net loss of any Person that is not a Restricted Subsidiary will
be excluded.

"Consolidated Net Tangible Assets" means, with respect to Roundy's, the
total of all assets appearing on the consolidated balance sheet of Roundy's and
its majority owned or Wholly Owned Restricted Subsidiaries, as determined on a
consolidated basis in accordance with GAAP, but excluding (i) the book amount
of all segregated intangible assets, (ii) all depreciation, valuation and other
reserves, (iii) current liabilities, (iv) any minority interest in the stock
and surplus of Restricted Subsidiaries, (v) investments in subsidiaries that
are not Restricted Subsidiaries, (vi) deferred income and deferred liabilities
and (vii) other items deductible under generally accepted accounting principles.

"Consolidated Net Worth" means, with respect to any specified Person as of
any date, the sum of:

(1) the consolidated equity of the common stockholders of such Person and
its consolidated Subsidiaries as of such date; plus

(2) the respective amounts reported on such Person's balance sheet as of
such date with respect to any series of preferred stock (other than
Disqualified Stock) that by its terms is not entitled to the payment of
dividends unless such dividends may be declared and paid only out of net
earnings in respect of the year of such declaration and payment, but only to
the extent of any cash received by such Person upon issuance of such
preferred stock.

"Continuing Directors" means, as of any date of determination, any member of
the Board of Directors of Roundy's who:

(1) was a member of such Board of Directors on the date of the indenture;
or

(2) was nominated for election or elected to such Board of Directors with
the approval of a majority of the Continuing Directors who were members of
such Board at the time of such nomination or election.

"Credit Agreement" means that certain Credit Agreement, expected to be dated
as of June 6, 2002 by and among Roundy's, Bear Stearns Corporate Lending Inc.
and Canadian Imperial Bank of Commerce, providing for up to $375,000,000 of
borrowings (including the term loans and revolving loans thereunder), including
any related notes, guarantees, collateral documents, instruments and agreements
executed in connection therewith, and in each case as amended, modified,
renewed, refunded, replaced or refinanced from time to time, including any
agreement extending the maturity of, refinancing, replacing or otherwise
restructuring (including increasing

105

the amount of available borrowings thereunder or adding Subsidiaries of
Roundy's as additional borrowers or guarantors thereunder) all or any portion
of the Indebtedness under such agreement or any successor or replacement
agreement and whether by the same or any other agent, lender or group of
lenders.

"Credit Facilities" means, one or more debt facilities or indentures
(including, without limitation, the Credit Agreement or any other Revolving
Credit Facility or Term Loan Facility) or commercial paper facilities, in each
case with banks or other institutional lenders providing for revolving credit
loans, term loans, receivables financing (including through the sale of
receivables to such lenders or to special purpose entities formed to borrow
from such lenders against such receivables), letters of credit or other
long-term indebtedness, in each case, as amended, restated, modified, renewed,
refunded, replaced or refinanced in whole or in part from time to time.

"Default" means any event that is, or with the passage of time or the giving
of notice or both would be, an Event of Default.

"Designated Non-Cash Consideration" means any non-cash consideration
received by Roundy's or any of its Restricted Subsidiaries in connection with
an Asset Sale that is designated as Designated Non-Cash Consideration pursuant
to an officers' certificate setting forth the fair market value of such
non-cash consideration and the basis of the valuation.

"Designated Senior Debt" means:

(1) any Indebtedness outstanding under the Credit Agreement; and

(2) after payment in full of all Obligations under the Credit Agreement,
any other Senior Debt permitted under the indenture the principal amount of
which is $25.0 million or more and that has been designated by Roundy's as
"Designated Senior Debt."

"Disqualified Stock" means any Capital Stock that, by its terms (or by the
terms of any security into which it is convertible, or for which it is
exchangeable, in each case at the option of the holder of the Capital Stock),
or upon the happening of any event, matures or is mandatorily redeemable,
pursuant to a sinking fund obligation or otherwise, or redeemable at the option
of the holder of the Capital Stock, in whole or in part, on or prior to the
date that is 91 days after the date on which the notes mature; provided that if
such Capital Stock is issued to any employee or to any plan for the benefit of
employees of Roundy's or any of its Subsidiaries or by any such plan to such
employees, such Capital Stock shall not constitute Disqualified Stock solely
because it may be required to be repurchased by Roundy's or such Subsidiary in
order to satisfy applicable statutory or regulatory obligations or as a result
of such employee's death or disability. Notwithstanding the preceding sentence,
any Capital Stock that would constitute Disqualified Stock solely because the
holders of the Capital Stock have the right to require Roundy's to repurchase
such Capital Stock upon the occurrence of a change of control or an asset sale
will not constitute Disqualified Stock if the terms of such Capital Stock
provide that Roundy's may not repurchase or redeem any such Capital Stock
pursuant to such provisions unless such repurchase or redemption complies with
the covenant described above under the caption "--Certain Covenants--Restricted
Payments."

"Domestic Subsidiary" means any Restricted Subsidiary of Roundy's that was
formed under the laws of the United States or any state of the United States or
the District of Columbia or that guarantees or otherwise provides direct credit
support for any Indebtedness of Roundy's.

"Equity Interests" means Capital Stock and all warrants, options or other
rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

"Equity Offering" means (1) a public offering of common equity securities or
(2) a private placement of common equity securities yielding gross proceeds to
the issuer of at least $25.0 million, in each case, as applicable, effected by
Roundy's or Roundy's direct or indirect parent company (so long as the proceeds
of such equity offering are substantially concurrently contributed to Roundy's).

106

"Excluded Contributions" means the net cash proceeds received by Roundy's
after the date of the indenture from (a) contributions to its common equity
capital and (b) the sale (other than to a Subsidiary or to any management
equity plan or stock option plan or any other management or employee benefit
plan or agreement of Roundy's or any of its Subsidiaries) of Capital Stock
(other than Disqualified Stock) of Roundy's, in each case designated within 60
days of the receipt of such net cash proceeds as Excluded Contributions
pursuant to an officers' certificate.

"Existing Indebtedness" means Indebtedness of Roundy's and its Restricted
Subsidiaries (other than Indebtedness under the Credit Agreement) in existence
on the date of the indenture, until such amounts are repaid.

"Fixed Charges" means, with respect to any specified Person for any period,
the sum, without duplication, of:

(1) the consolidated interest expense of such Person and its Restricted
Subsidiaries for such period, whether paid or accrued, including, without
limitation, amortization of debt issuance costs and original issue discount,
non-cash interest payments, the interest component of any deferred payment
obligations, the interest component of all payments associated with Capital
Lease Obligations, imputed interest with respect to Attributable Debt,
commissions, discounts and other fees and charges incurred in respect of
letter of credit or bankers' acceptance financings, and net of the effect of
all payments made or received pursuant to Hedging Obligations (excluding
amortization of debt issuance costs associated with the Transactions); plus

(2) the consolidated interest of such Person and its Restricted
Subsidiaries that was capitalized during such period; plus

(3) any interest expense on Indebtedness of another Person (other than an
Investee Store) that is Guaranteed by such Person or one of its Restricted
Subsidiaries or secured by a Lien on assets of such Person or one of its
Restricted Subsidiaries, whether or not such Guarantee or Lien is called
upon; plus

(4) the product of (a) all dividends, whether paid or accrued and whether
or not in cash, on any series of preferred stock of such Person or any of
its Restricted Subsidiaries (but for the sake of clarity, not of Holdings),
other than dividends on Equity Interests payable solely in Equity Interests
of Roundy's (other than Disqualified Stock) or to Roundy's or a Restricted
Subsidiary of Roundy's, times (b) (i) if such Person is not a taxable entity
for U.S. federal income tax purposes, one and (ii) if such Person is such a
taxable entity, a fraction, the numerator of which is one and the
denominator of which is one minus the then current combined federal, state
and local effective tax rate of such Person, expressed as a decimal, in each
case, on a consolidated basis and in accordance with GAAP.

"Fixed Charge Coverage Ratio" means, with respect to any specified Person
for any period, the ratio of the Consolidated Cash Flow of such Person and its
Restricted Subsidiaries for such period to the Fixed Charges of such Person and
its Restricted Subsidiaries for such period. In the event that the specified
Person or any of its Restricted Subsidiaries incurs, assumes, Guarantees,
repays, repurchases or redeems any Indebtedness (other than ordinary working
capital borrowings) or issues, repurchases or redeems preferred stock
subsequent to the commencement of the period for which the Fixed Charge
Coverage Ratio is being calculated and on or prior to the date on which the
event for which the calculation of the Fixed Charge Coverage Ratio is made (the
"Calculation Date"), then the Fixed Charge Coverage Ratio will be calculated
giving pro forma effect to such incurrence, assumption, Guarantee, repayment,
repurchase or redemption of Indebtedness, or such issuance, repurchase or
redemption of preferred stock, and the use of the proceeds therefrom as if the
same had occurred at the beginning of the applicable four-quarter reference
period.

In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

(1) acquisitions that have been made by the specified Person or any of
its Restricted Subsidiaries, including through mergers or consolidations and
including any related financing transactions, during the four-quarter
reference period or subsequent to such reference period and on or prior to
the Calculation Date

107

will be given pro forma effect as if they had occurred on the first day of
the four-quarter reference period and Consolidated Cash Flow for such
reference period will be calculated on a pro forma basis in accordance with
Regulation S-X under the Securities Act (including any Pro Forma Cost
Savings), but without giving effect to clause (3) of the proviso set forth
in the definition of Consolidated Net Income;

(2) the Consolidated Cash Flow attributable to discontinued operations,
as determined in accordance with GAAP, and operations or businesses disposed
of prior to the Calculation Date, will be excluded from the four-quarter
reference period on a pro forma basis (as provided above);

(3) the Fixed Charges attributable to discontinued operations, as
determined in accordance with GAAP, and operations or businesses disposed of
prior to the Calculation Date, will be excluded from the four-quarter
reference period on a pro forma basis (as provided above), but only to the
extent that the obligations giving rise to such Fixed Charges will not be
obligations of the specified Person or any of its Restricted Subsidiaries
following the Calculation Date; and

(4) if since the beginning of such period any Person that subsequently
became a Restricted Subsidiary or was merged with or into Roundy's or any
Restricted Subsidiary since the beginning of such period shall have made any
Investment, acquisition, disposition, discontinued operation, merger or
consolidation that would have required adjustment pursuant to this
definition, then the Fixed Charge Coverage Ratio shall be calculated giving
pro forma effect thereto for such period as if such Investment, acquisition,
disposition, discontinued operation, merger or consolidation had occurred at
the beginning of the applicable four-quarter period.

"GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting
profession, which are in effect from time to time.

"Guarantee" means a guarantee other than by endorsement of negotiable
instruments for collection in the ordinary course of business, direct or
indirect, in any manner including, without limitation, by way of a pledge of
assets or through letters of credit or reimbursement agreements in respect
thereof, of all or any part of any Indebtedness.

"Guarantors" means each of:

(1) Roundy's direct and indirect Domestic Subsidiaries existing on the
date of the indenture; and
(2) any other subsidiary that executes a Subsidiary Guarantee in
accordance with the provisions of the indenture;

and their respective successors and assigns.

"Hedging Obligations" means, with respect to any specified Person, the
obligations of such Person under:

(1) interest rate swap agreements, interest rate cap agreements and
interest rate collar agreements; and

(2) other agreements or arrangements designed to protect such Person
against fluctuations in interest rates, currency exchange rates or commodity
prices.

"Holdings" means Roundy's Acquisition Corp., a Delaware Corporation.

"Indebtedness" means, with respect to any specified Person, any indebtedness
of such Person, whether or not contingent:

(1) in respect of borrowed money;

108

(2) evidenced by bonds, notes, debentures or similar instruments or
letters of credit (or reimbursement agreements in respect thereof);

(3) in respect of banker's acceptances;

(4) representing Capital Lease Obligations;

(5) representing the balance deferred and unpaid of the purchase price of
any property, except any such balance that constitutes an accrued expense or
trade payable; or

(6) representing any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit
and Hedging Obligations) would appear as a liability upon a balance sheet of
the specified Person prepared in accordance with GAAP. In addition, the term
"Indebtedness" includes all Indebtedness of others secured by a Lien on any
asset of the specified Person (whether or not such Indebtedness is assumed by
the specified Person) and, to the extent not otherwise included, the Guarantee
by the specified Person of any indebtedness of any other Person.

The amount of any Indebtedness outstanding as of any date will be:

(1) the accreted value of the Indebtedness, in the case of any
Indebtedness issued with original issue discount; and

(2) the principal amount of the Indebtedness, together with any interest
on the Indebtedness that is more than 30 days past due, in the case of any
other Indebtedness.

"Investee Store" means, a Person in which Roundy's or any of its Restricted
Subsidiaries has invested equity capital, to which it has made loans or for
which it has guaranteed loans, in any such case in accordance with the business
practice of Roundy's and its Restricted Subsidiaries of making equity
investments in, making loans to or guaranteeing loans made to Persons in
acquiring, remodeling, refurbishing, expanding or operating one or more retail
grocery stores.

"Investments" means, with respect to any Person, all direct or indirect
investments by such Person in other Persons (including Affiliates) in the forms
of loans (including Guarantees or other obligations), advances or capital
contributions (excluding commission, travel and similar advances to officers
and employees made in the ordinary course of business), purchases or other
acquisitions for consideration of Indebtedness, Equity Interests or other
securities, together with all items that are or would be classified as
investments on a balance sheet prepared in accordance with GAAP. If Roundy's or
any Subsidiary of Roundy's sells or otherwise disposes of any Equity Interests
of any direct or indirect Restricted Subsidiary of Roundy's such that, after
giving effect to any such sale or disposition, such Person is no longer a
Subsidiary of Roundy's, Roundy's will be deemed to have made an Investment on
the date of any such sale or disposition equal to the fair market value of
Roundy's Investments in such Subsidiary that were not sold or disposed of in an
amount determined as provided in the final paragraph of the covenant described
above under the caption "--Certain Covenants--Restricted Payments." The
acquisition by Roundy's or any Restricted Subsidiary of Roundy's of a Person
that holds an Investment in a third Person will be deemed to be an Investment
by Roundy's or such Subsidiary in such third Person in an amount equal to the
fair market value of the Investments held by the acquired Person in such third
Person in an amount determined as provided in the final paragraph of the
covenant described above under the caption "--Certain Covenants--Restricted
Payments."

"Lien" means, with respect to any asset, any mortgage, lien, pledge, charge,
security interest or encumbrance of any kind in respect of such asset, whether
or not filed, recorded or otherwise perfected under applicable law, including
any conditional sale or other title retention agreement, any lease in the
nature thereof, any option or other agreement to sell or give a security
interest in and any filing of or agreement to give any financing statement
under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

109

"Net Income" means, with respect to any specified Person, the net income
(loss) of such Person, determined in accordance with GAAP and before any
reduction in respect of preferred stock dividends, excluding, however:

(1) any gain or loss, together with any related provision for taxes on
such gain or loss, realized in connection with: (a) any Asset Sale; or (b)
the disposition of any securities by such Person or any of its Restricted
Subsidiaries or the extinguishment of any Indebtedness of such Person or any
of its Restricted Subsidiaries; and

(2) any extraordinary gain or loss, together with any related provision
for taxes on such extraordinary gain or loss.

"Net Proceeds" means the aggregate cash proceeds received by Roundy's or any
of its Restricted Subsidiaries in respect of any Asset Sale (including, without
limitation, any cash received upon the sale or other disposition of any
non-cash consideration received in any Asset Sale), net of the direct costs
relating to such Asset Sale, including, without limitation, legal, accounting
and investment banking fees, and sales commissions, and any relocation expenses
incurred as a result of the Asset Sale, taxes paid or payable as a result of
the Asset Sale, in each case, after taking into account any available tax
credits or deductions and any tax sharing arrangements, and amounts required to
be applied to the repayment of Indebtedness, other than Indebtedness under a
Credit Facility, secured by a Lien on the asset or assets that were the subject
of such Asset Sale and any reserve for adjustment in respect of the sale price
of such asset or assets established in accordance with GAAP for adjustment in
respect of any liabilities associated with such asset or assets and retained by
Roundy's after such sale or other disposition thereof, including, without
limitation, pension and other post-employment benefit liabilities and
liabilities related to environmental matters or against any indemnification
obligations associated with such transaction.

"Non-Recourse Debt" means Indebtedness:

(1) as to which neither Roundy's nor any of its Restricted Subsidiaries
(a) provides credit support of any kind (including any undertaking,
agreement or instrument that would constitute Indebtedness), (b) is directly
or indirectly liable as a guarantor or otherwise, or (c) constitutes the
lender;

(2) no default with respect to which (including any rights that the
holders of the Indebtedness may have to take enforcement action against an
Unrestricted Subsidiary) would permit upon notice, lapse of time or both any
holder of any other Indebtedness (other than the notes) of Roundy's or any
of its Restricted Subsidiaries to declare a default on such other
Indebtedness or cause the payment of the Indebtedness to be accelerated or
payable prior to its stated maturity; and

(3) as to which the lenders have been notified in writing that they will
not have any recourse to the stock or assets of Roundy's or any of its
Restricted Subsidiaries.

"Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.

"Permitted Business" means the lines of business conducted by Roundy's and
its Subsidiaries on the date of the indenture and any businesses similar,
related, incidental or ancillary thereto or that constitutes a reasonable
extension or expansion thereof.

"Permitted Investments" means:

(1) any Investment in Roundy's or in a Restricted Subsidiary of Roundy's
that is a Guarantor;

(2) any Investment in Cash Equivalents;

(3) any Investment by Roundy's or any Subsidiary of Roundy's in a Person,
if as a result of such Investment:

(a) such Person becomes a Restricted Subsidiary of Roundy's and a
Guarantor; or

110

(b) such Person is merged, consolidated or amalgamated with or into,
or transfers or conveys substantially all of its assets to, or is
liquidated into, Roundy's or a Restricted Subsidiary of Roundy's that is
a Guarantor;

(4) any Investment made as a result of the receipt of non-cash
consideration from an Asset Sale that was made pursuant to and in compliance
with the covenant described above under the caption "--Repurchase at the
Option of Holders--Asset Sales;"

(5) any Investment the payment for which consists solely of Equity
Interests (other than Disqualified Stock) of Roundy's;

(6) any Investments received in compromise of obligations of such persons
incurred in the ordinary course of trade creditors or customers that were
incurred in the ordinary course of business, including pursuant to any plan
of reorganization or similar arrangement upon the bankruptcy or insolvency
of any trade creditor or customer;

(7) Hedging Obligations;

(8) any Investments in direct financing leases for equipment and real
estate owned or leased by Roundy's and leased to its customers in the
ordinary course of business consistent with past practice;

(9) Investments in Investee Stores either in the form of equity, loans or
other extensions of credit having an aggregate fair market value (measured
on the date each such Investment was made and without giving effect to
subsequent changes in value), when taken together with all other Investments
made pursuant to this clause (9) that are at that time outstanding not to
exceed 5.0% of Roundy's Consolidated Net Tangible Assets; and

(10) any Investment existing on the date of the Indenture;

(11) advances to employees and officers or loans to managerial employees
for the purchase of Equity Interests, in all such cases not to exceed $3.0
million at any one time outstanding;

(12) any Investment acquired by the Company or any of its Restricted
Subsidiaries:

(a) in exchange for any other Investment or accounts receivable held
by the Company or any such Restricted Subsidiary in connection with or
as a result of a bankruptcy, workout, reorganization or recapitalization
of the issuer of such other Investment or accounts receivable, or

(b) as a result of a foreclosure by the Company or any of its
Restricted Subsidiaries with respect to any secured Investment or other
transfer of title with respect to any secured Investment in default;

(13) Investments consisting of the licensing or contribution of
intellectual property pursuant to joint marketing arrangements with other
Persons;

(14) Investments consisting of purchase and acquisitions of inventory,
supplies, materials and equipment or licenses or leases of intellectual
property, in any case, in the ordinary course of business;

(15) Guarantees by Roundy's or any of its Restricted Subsidiaries of
Indebtedness otherwise permitted to be incurred by Roundy's or a Restricted
Subsidiary, as the case may be, under the indenture;

(16) so long as no Default has occurred and is continuing or would be
caused thereby, Investments that are made with Excluded Contributions;

(17) the acquisition by a Receivables Subsidiary in connection with a
Qualified Receivables Transaction of Equity Interests of a trust or other
Person established by such Receivables Subsidiary to effect such Qualified
Receivables Transaction; and any other Investment by Roundy's or a
Subsidiary of Roundy's in a Receivables Subsidiary or any Investment by a
Receivables Subsidiary in any other Person in connection with a Qualified
Receivables Transaction; provided, that such other Investment is in the form
of a note or other instrument that the Receivables Subsidiary or other
Person is required to repay as soon as practicable from cash collections
available to such Receivables Subsidiary or other Person less amounts

111

required to be established as reserves pursuant to contractual agreements
with entities that are not Affiliates of Roundy's entered into as part of a
Qualified Receivables Transaction;

(18) Investments made in the ordinary course of business and consistent
with past practice in Badger Assurance Ltd. which are made for the purpose
of funding the insurance requirements of Roundy's and its Subsidiaries
having an aggregate fair market value (measured on the date each such
Investment was made and without giving effect to subsequent changes in
value), when taken together with all other Investments made pursuant to this
clause (18) that are at that time outstanding not to exceed 0.65% of
Roundy's net sales and service fees for Roundy's most recently ended four
full quarters for which internal financial statements are available
immediately preceding the date on which such Investment is made; and

(19) other Investments in any Person other than Holdings or an Affiliate
of Holdings that is not also a Subsidiary of Roundy's having an aggregate
fair market value (measured on the date each such Investment was made and
without giving effect to subsequent changes in value), when taken together
with all other Investments made pursuant to this clause (19) that are at
that time outstanding not to exceed $25.0 million.

"Permitted Junior Securities" means:

(1) Equity Interests in Roundy's or any Guarantor; or

(2) debt securities that are subordinated to all Senior Debt and any debt
securities issued in exchange for Senior Debt to substantially the same
extent as, or to a greater extent than, the notes and the Subsidiary
Guarantees are subordinated to Senior Debt under the indenture.

"Permitted Liens" means:

(1) Liens securing Senior Debt and other obligations with respect thereto
that were permitted by the terms of the indenture to be incurred;

(2) Liens in favor of Roundy's or any Restricted Subsidiary;

(3) Liens on property of a Person existing at the time such Person is
merged with or into or consolidated with Roundy's or any Subsidiary of
Roundy's; provided that such Liens were in existence prior to the
contemplation of such merger or consolidation and do not extend to any
assets other than those of the Person merged into or consolidated with
Roundy's or the Subsidiary;

(4) Liens on property existing at the time of acquisition of the property
by Roundy's or any Subsidiary of Roundy's, provided that such Liens were in
existence prior to the contemplation of such acquisition;

(5) Liens to secure the performance of statutory obligations, surety or
appeal bonds, performance bonds or other obligations of a like nature
incurred in the ordinary course of business;

(6) Liens to secure Indebtedness (including Capital Lease Obligations)
permitted by clause (5) of the second paragraph of the covenant entitled
"--Certain Covenants--Incurrence of Indebtedness and Issuance of Preferred
Stock" covering only the assets acquired with such Indebtedness;

(7) Liens existing on the date of the indenture;

(8) Liens for taxes, assessments or governmental charges or claims that
are not yet delinquent or that are being contested in good faith by
appropriate proceedings promptly instituted and diligently concluded,
provided that any reserve or other appropriate provision as is required in
conformity with GAAP has been made therefor;

(9) Liens incurred in the ordinary course of business of Roundy's or any
Subsidiary of Roundy's with respect to obligations that do not exceed $10.0
million at any one time outstanding;

(10) Liens on assets of Unrestricted Subsidiaries that secure
Non-Recourse Debt of Unrestricted Subsidiaries;

112

(11) Liens incurred or deposits made in the ordinary course of business
in connection with worker's compensation, unemployment insurance and other
types of social security, including any Lien securing letters of credit
issued in the ordinary course of business consistent with past practice in
connection therewith, or to secure the performance of tenders, statutory
obligations, surety and appeal bonds, bids, leases, government contracts,
performance and return-of-money bonds and other similar obligations
(exclusive of obligations for the payment of borrowed money) incurred in the
ordinary course of business;

(12) judgment Liens not giving rise to an Event of Default;

(13) Liens upon specific items of inventory or other goods and proceeds
of any Person securing such Person's obligations in respect of banker's
acceptances issued or created for the account of such Person to facilitate
the purchase, shipment or storage of such inventory or other goods;

(14) Liens securing reimbursement obligations with respect to commercial
letters of credit which encumber documents and other property relating to
such letters of credit and products and proceeds thereof;

(15) Liens encumbering deposits made to secure obligations arising from
statutory, regulatory, contractual, or warranty requirements of Roundy's or
any of its Restricted Subsidiaries, including rights of offset and set-off;

(16) Liens arising from filing Uniform Commercial Code financing
statements regarding leases;

(17) Liens securing the notes and the Guarantees;

(18) Liens securing Hedging Obligations that are permitted by the
indenture to be incurred;

(19) banker's Liens and rights of set-off;

(20) statutory Liens of landlords and Liens of carriers, warehousemen,
mechanics, suppliers, materialmen, repairmen and other Liens imposed by law
incurred in the ordinary course of business for sums not yet delinquent or
being contested in good faith, if such reserve or other appropriate
provision, if any, as shall be required by GAAP shall have been made in
respect thereof; and

(21) Liens on assets of Roundy's, any Subsidiary of Roundy's or a
Receivables Subsidiary incurred in connection with a Qualified Receivables
Transaction.

"Permitted Refinancing Indebtedness" means any Indebtedness of Roundy's or
any of its Restricted Subsidiaries issued in exchange for, or the net proceeds
of which are used to extend, refinance, renew, replace, defease or refund other
Indebtedness of Roundy's or any of its Restricted Subsidiaries (other than
intercompany Indebtedness); provided that:

(1) the principal amount (or accreted value, if applicable) of such
Permitted Refinancing Indebtedness does not exceed the principal amount (or
accreted value, if applicable) of the Indebtedness extended, refinanced,
renewed, replaced, defeased or refunded (plus all accrued interest on the
Indebtedness and the amount of all expenses and premiums incurred in
connection therewith and in connection with such refinancing);

(2) such Permitted Refinancing Indebtedness has a Weighted Average Life
to Maturity equal to or greater than the Weighted Average Life to Maturity
of, the Indebtedness being extended, refinanced, renewed, replaced, defeased
or refunded;

(3) if the Indebtedness being extended, refinanced, renewed, replaced,
defeased or refunded is subordinated in right of payment to the notes, such
Permitted Refinancing Indebtedness has a final maturity date equal to or
later than the final maturity date of, and is subordinated in right of
payment to, the notes on terms at least as favorable to the holders of notes
as those contained in the documentation governing the Indebtedness being
extended, refinanced, renewed, replaced, defeased or refunded; and

(4) such Indebtedness is incurred either by Roundy's or by the Restricted
Subsidiary who is the obligor on the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded.

113

"Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization, limited
liability company or government or other entity.

"Principals" means Willis Stein & Partners III, L.P.

"Pro Forma Cost Savings" means, with respect to any period, the reduction in
costs and related adjustments associated with the acquisition of a business
that are attributable to that period and that (i) are calculated on a basis
that is consistent with Regulation S-X under the Securities Act as in effect
and applied as of the date of the indenture or (ii) have actually been
implemented by the business that was the subject of the acquisition within six
months of the date of the acquisition and prior to the calculation date and
that are supportable and quantifiable by the underlying accounting records of
such business and are described in an officers' certificate, as if, in the case
of each of clause (i) and (ii), all such reductions in cost and related
adjustments had been effected as of the beginning of such period.

"Qualified Receivables Transaction" means any transaction or series of
transactions entered into by Roundy's or any of its Subsidiaries pursuant to
which Roundy's or any of its Subsidiaries sells, conveys or otherwise transfers
to (i) a Receivables Subsidiary (in the case of a transfer by Roundy's or any
of its Subsidiaries) and (ii) any other Person (in the case of a transfer by a
Receivables Subsidiary), or grants a security interest in, any accounts
receivable (whether now existing or arising in the future) of Roundy's or any
of its Subsidiaries, and any assets related thereto including, without
limitation, all collateral securing such accounts receivable, all contracts and
all guarantees or other obligations in respect of such accounts receivable,
proceeds of such accounts receivable and other assets which are customarily
transferred or in respect of which security interests are customarily granted
in connection with asset securitization transactions involving accounts
receivable.

"Receivables Subsidiary" means a Subsidiary of Roundy's which engages in no
activities other than in connection with the financing of accounts receivable
and which is designated by the Board of Directors of Roundy's (as provided
below) as a Receivables Subsidiary (a) no portion of the Indebtedness or any
other Obligations (contingent or otherwise) of which (i) is guaranteed by
Roundy's or any Subsidiary of Roundy's (excluding guarantees of Obligations
(other than the principal of, and interest on, Indebtedness) pursuant to
representations, warranties, covenants and indemnities entered into in the
ordinary course of business in connection with a Qualified Receivables
Transaction), (ii) is recourse to or obligates Roundy's or any Subsidiary of
Roundy's in any way other than pursuant to representations, warranties,
covenants and indemnities entered into in the ordinary course of business in
connection with a Qualified Receivables Transaction or (iii) subjects any
property or asset of Roundy's or any Subsidiary of Roundy's (other than
accounts receivable and related assets as provided in the definition of
"Qualified Receivables Transaction"), directly or indirectly, contingently or
otherwise, to the satisfaction thereof, other than pursuant to representations,
warranties, covenants and indemnities entered into in the ordinary course of
business in connection with a Qualified Receivables Transaction, (b) with which
neither Roundy's nor any Subsidiary of Roundy's has any material contract,
agreement, arrangement or understanding other than on terms no less favorable
to Roundy's or such Subsidiary than those that might be obtained at the time
from Persons who are not Affiliates of Roundy's, other than fees payable in the
ordinary course of business in connection with servicing accounts receivable
and (c) with which neither Roundy's nor any Subsidiary of Roundy's has any
obligation to maintain or preserve such Subsidiary's financial condition or
cause such Subsidiary to achieve certain levels of operating results. Any such
designation by the Board of Directors of Roundy's will be evidenced to the
Trustee by filing with the Trustee a certified copy of the resolution of the
Board of Directors of Roundy's giving effect to such designation and an
officers' certificate certifying that such designation complied with the
foregoing conditions.

"Related Party" means:

(1) any direct or indirect controlling stockholder or general partner,
50% (or more) owned Subsidiary, or immediate family member (in the case of
an individual) of any Principal;

114

(2) any trust, corporation, partnership or other entity, the
beneficiaries, stockholders, partners, owners or Persons beneficially
holding a 50% or more controlling interest of which consist of any one or
more Principals and/or such other Persons referred to in the immediately
preceding clause (1); or

(3) any limited partnership of which a Principal or one of its Affiliates
is a general partner.

"Restricted Investment" means an Investment other than a Permitted
Investment.

"Restricted Subsidiary" of a Person means any Subsidiary of the referent
Person that is not an Unrestricted Subsidiary.

"Revolving Credit Facility" means any revolving credit or similar facility
contained in the Credit Agreement and any other revolving credit or similar
facility entered into by Roundy's or its Restricted Subsidiaries from time to
time.

"Senior Debt" means:

(1) all Indebtedness of Roundy's or any Guarantor outstanding under
Credit Facilities and all Hedging Obligations with respect thereto, whether
outstanding on the date of the indenture or incurred thereafter;

(2) any other Indebtedness of Roundy's or any Guarantor permitted to be
incurred under the terms of the indenture, unless the instrument under which
such Indebtedness is incurred expressly provides that it is on a parity with
or subordinated in right of payment to the notes or any Subsidiary
Guarantee; and

(3) all Obligations with respect to the items listed in the preceding
clauses (1) and (2) (including any interest accruing subsequent to the
filing of a petition of bankruptcy at the rate provided for in the
documentation with respect thereto, whether or not such interest is an
allowed claim under applicable law).

Notwithstanding anything to the contrary in the preceding, Senior Debt will
not include:

(1) any liability for federal, state, local or other taxes owed or owing
by Roundy's or any Guarantor;

(2) any intercompany Indebtedness of Roundy's or any of its Subsidiaries
to Roundy's;

(3) any trade payables;

(4) the portion of any Indebtedness that is incurred in violation of the
indenture; or

(5) Non-Recourse Debt.

"Significant Subsidiary" means any Subsidiary that would be a "significant
subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated
pursuant to the Securities Act, as such Regulation is in effect on the date
hereof.

"Stated Maturity" means, with respect to any installment of interest or
principal on any series of Indebtedness, the date on which the payment of
interest or principal was scheduled to be paid in the original documentation
governing such Indebtedness, and will not include any contingent obligations to
repay, redeem or repurchase any such interest or principal prior to the date
originally scheduled for the payment thereof.

"Subsidiary" means, with respect to any specified Person:

(1) any corporation, association or other business entity of which more
than 50% of the total voting power of shares of Capital Stock entitled
(without regard to the occurrence of any contingency) to vote in the
election of directors, managers or trustees of the corporation, association
or other business entity is at the time owned or controlled, directly or
indirectly, by that Person or one or more of the other Subsidiaries of that
Person (or a combination thereof); and

115

(2) any partnership (a) the sole general partner or the managing general
partner of which is such Person or a Subsidiary of such Person or (b) the
only general partners of which are that Person or one or more Subsidiaries
of that Person (or any combination thereof).

"Surety Obligations" means the incurrence by Roundy's or any of its
Guarantors of obligations in respect of performance and surety bonds and
completion guarantees obtained by Roundy's in the ordinary course of business.

"Term Loan Facility" means the term loan facility contained in the Credit
Agreement and any other facility or financing arrangement that refinances, in
whole or in part, any such term loan facility.

"Unrestricted Subsidiary" means any Subsidiary of Roundy's that is
designated by the Board of Directors of Roundy's as an Unrestricted Subsidiary
pursuant to a resolution, but only to the extent that such Subsidiary:

(1) has no Indebtedness other than Non-Recourse Debt;

(2) is not party to any agreement, contract, arrangement or understanding
with Roundy's or any Restricted Subsidiary of Roundy's unless the terms of
any such agreement, contract, arrangement or understanding are no less
favorable to Roundy's or such Restricted Subsidiary than those that might be
obtained at the time from Persons who are not Affiliates of Roundy's;

(3) is a Person with respect to which neither Roundy's nor any of its
Restricted Subsidiaries has any direct or indirect obligation (a) to
subscribe for additional Equity Interests or (b) to maintain or preserve
such Person's financial condition or to cause such Person to achieve any
specified levels of operating results;

(4) has not guaranteed or otherwise directly or indirectly provided
credit support for any Indebtedness of Roundy's or any of its Restricted
Subsidiaries; and

(5) has at least one director on its Board of Directors that is not a
director or executive officer of Roundy's or any of its Restricted
Subsidiaries and has at least one executive officer that is not a director
or executive officer of Roundy's or any of its Restricted Subsidiaries.

Any designation of a Subsidiary of Roundy's as an Unrestricted Subsidiary
will be evidenced to the trustee by filing with the trustee a certified copy of
the resolution of the Board of Directors giving effect to such designation and
an officers' certificate certifying that such designation complied with the
preceding conditions and was permitted by the covenant described above under
the caption "--Certain Covenants--Restricted Payments." If, at any time, any
Unrestricted Subsidiary would fail to meet the preceding requirements as an
Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted
Subsidiary for purposes of the indenture and any Indebtedness of such
Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Roundy's
as of such date and, if such Indebtedness is not permitted to be incurred as of
such date under the covenant described under the caption "--Certain
Covenants--Incurrence of Indebtedness and Issuance of Preferred Stock,"
Roundy's will be in default of such covenant. The Board of Directors of
Roundy's may at any time designate any Unrestricted Subsidiary to be a
Restricted Subsidiary; provided that such designation will be deemed to be an
incurrence of Indebtedness by a Restricted Subsidiary of Roundy's of any
outstanding Indebtedness of such Unrestricted Subsidiary and such designation
will only be permitted if (1) such Indebtedness is permitted under the covenant
described under the caption "--Certain Covenants--Incurrence of Indebtedness
and Issuance of Preferred Stock," calculated on a pro forma basis as if such
designation had occurred at the beginning of the four-quarter reference period;
and (2) no Default or Event of Default would be in existence following such
designation.

"Voting Stock" of any Person as of any date means the Capital Stock of such
Person that is at the time entitled to vote in the election of the Board of
Directors of such Person.

"Weighted Average Life to Maturity" means, when applied to any Indebtedness
at any date, the number of years obtained by dividing:

(1) the sum of the products obtained by multiplying (a) the amount of
each then remaining installment, sinking fund, serial maturity or other
required payments of principal, including payment at final maturity, in
respect of the Indebtedness, by (b) the number of years (calculated to the
nearest one-twelfth) that will elapse between such date and the making of
such payment; by

(2) the then outstanding principal amount of such Indebtedness.

116

"Wholly Owned Restricted Subsidiary" of any specified Person means a
Restricted Subsidiary of such Person all of the outstanding Capital Stock or
other ownership interests of which (other than directors' qualifying shares)
will at the time be owned by such Person or by one or more Wholly Owned
Restricted Subsidiaries of such Person and one or more Wholly Owned Restricted
Subsidiaries of such Person.

117

CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of material U.S. federal income tax consequences
of the acquisition, ownership and disposition of the notes, but does not
purport to be a complete analysis of all the potential tax considerations. This
summary is based upon the Internal Revenue Code of 1986, as amended (the
"Code"), the Treasury Department regulations promulgated or proposed thereunder
and administrative and judicial interpretations thereof, all as of the date
hereof and all of which are subject to change, possibly on a retroactive basis.
This summary is limited to the tax consequences of those persons who are
original beneficial owners of the notes, who purchase notes at their original
issue price for cash and who hold such notes as capital assets within the
meaning of Section 1221 of the Code ("Holders"). This summary does not purport
to deal with all aspects of U.S. federal income taxation that might be relevant
to particular Holders in light of their particular investment circumstances or
status, nor does it address specific tax consequences that may be relevant to
particular persons (including, for example, financial institutions,
broker-dealers, insurance companies, tax-exempt organizations and persons that
have a functional currency other than the U.S. Dollar or persons in special
situations, such as those who have elected to mark securities to market or
those who hold notes as part of a straddle, hedge, conversion transaction or
other integrated investment). In addition, this summary does not address U.S.
federal alternative minimum tax consequences or consequences under the tax laws
of any state, local or foreign jurisdiction. We have not sought any ruling from
the Internal Revenue Service (the "IRS") with respect to the statements made
and the conclusions reached in this summary, and we cannot assure you that the
IRS will agree with such statements and conclusions.

This summary is for general information only. Prospective purchasers of the
notes are urged to consult their tax advisors concerning the U.S. federal
income taxation and other tax consequences to them of acquiring, owning and
disposing of the notes, as well as the application of state, local and foreign
income and other tax laws.

U.S. Federal Income Taxation of U.S. Holders

The following summary is limited to the U.S. federal income tax consequences
relevant to a Holder that is (i) a citizen or individual resident of the United
States; (ii) a corporation or other entity taxable as a corporation created or
organized under the laws of the United States or any political subdivision
thereof; (iii) an estate, the income of which is subject to U.S. federal income
tax regardless of the source or (iv) a trust, if a court within the United
States is able to exercise primary supervision over the trust's administration
and one or more U.S. persons have the authority to control all its substantial
decisions or if a valid election to be treated as a U.S. person is in effect
with respect to such trust (a "U.S. Holder").

A "Non-U.S. Holder" is a Holder that is neither a U.S. Holder nor a
partnership for U.S. federal income tax purposes.

A partnership for U.S. federal income tax purposes is not subject to income
tax on income derived from holding the notes. A partner of the partnership may
be subject to tax on such income under rules similar to the rules for U.S.
Holders or non-U.S. Holders depending on whether (i) the partner is a U.S. or a
non-U.S. person, and (ii) the partnership is or is not engaged in a U.S. trade
or business to which income or gain from the notes is effectively connected. If
you are a partner of a partnership acquiring the notes, you should consult your
tax advisor about the U.S. federal income tax consequences of holding and
disposing of the notes.

Payment of Interest

The semi-annual payments of interest on the notes will be "qualified stated
interest," and will generally be includable in the income of a U.S. Holder in
accordance with the U.S. Holder's regular method of accounting for U.S. federal
income tax purposes.

118

Disposition of Notes

Upon the sale, exchange, redemption or other disposition of a note, a U.S.
Holder generally will recognize taxable gain or loss equal to the difference
between (i) the sum of cash plus the fair market value of all other property
received on such disposition (except to the extent such cash or property is
attributable to accrued but unpaid interest, which is treated as interest as
described above) and (ii) such Holder's adjusted tax basis in the note. A U.S.
Holder's adjusted tax basis in a note generally will equal the cost of the note
to such Holder, less any principal payments received by such Holder.

Gain or loss recognized on the disposition of a note generally will be
capital gain or loss, and will be long-term capital gain or loss if, at the
time of such disposition, the U.S. Holder's holding period for the note is more
than 12 months. The maximum federal long-term capital gain rate is 20% for
noncorporate U.S. Holders and 35% for corporate U.S. Holders. The deductibility
of capital losses by U.S. Holders is subject to limitations.

Exchange of Notes

The exchange of notes for registered notes in the exchange offer will not
constitute a taxable event for U.S. Holders. Consequently, a U.S. Holder will
not recognize gain upon receipt of a registered note in exchange for notes in
the exchange offer, the U.S. Holder's basis in the registered note received in
the exchange offer will be the same as its basis in the corresponding note
immediately before the exchange and the U.S. Holder's holding period in the
registered note will include its holding period in the original note.

We are obligated to pay additional interest on the notes under certain
circumstances described under "Description of Notes--Registration Rights;
Liquidated Damages." Although the matter is not free from doubt, such
additional interest should be taxable as ordinary income at the time it accrues
or is received in accordance with the U.S. Holder's regular method of
accounting for federal income tax purposes. It is possible, however, that the
IRS may take a different position, in which case the timing and amount of
income inclusion may be different from that described above. U.S. Holders
should consult their own tax advisors about payments of additional interest.

U.S. Federal Income Taxation of Non-U.S. Holders

Payment of Interest

Subject to the discussion of backup withholding below, payments of principal
and interest on the notes by us or any of our agents to a Non-U.S. Holder will
not be subject to U.S. federal withholding tax, provided that:

(1) the Non-U.S Holder does not, directly or indirectly, actually or
constructively own 10% or more of the total combined voting power of all
classes of our stock entitled to vote;

(2) the Non-U.S. Holder is not a controlled foreign corporation for U.S.
federal income tax purposes that is related to us through stock ownership;

(3) the Non-U.S. Holder is not a bank described in Section 881(c)(3)(A)
of the Code; and

(4) either (a) the beneficial owner of the notes certifies to us or our
agent on IRS Form W-8BEN (or a suitable substitute form or successor form),
under penalties of perjury, that it is not a "U.S. person" (as defined in
the Code) and provides its name and address, or (b) a securities clearing
organization, bank or other financial institution that holds customers'
securities in the ordinary course of its trade or business (a "financial
institution") and holds the notes on behalf of the beneficial owner
certifies to us or our agent, under penalties of perjury, that such a
statement has been received from the beneficial owner by it or by a
financial institution between it and the beneficial owner and furnishes us
with a copy thereof (the "Portfolio Interest Exemption").

If a Non-U.S. Holder cannot satisfy the requirements of the Portfolio
Interest Exemption, payments of interest made to such Non-U.S. Holder will be
subject to a 30% withholding tax unless the beneficial owner of the note
provides us or our agent, as the case may be, with a properly executed:

(1) IRS Form W-8BEN (or successor form) claiming an exemption from
withholding under the benefit of a tax treaty (a "Treaty Exemption"), or

119

(2) IRS Form W-8ECI (or successor form) stating that interest paid on the
note is not subject to withholding tax because it is U.S. trade or business
income to the beneficial owner.

The certification requirement described above also may require a non-U.S.
Holder that provides an IRS form, or that claims a Treaty Exemption, to provide
its U.S. taxpayer identification number. The applicable regulations generally
also require, in the case of a note held by a foreign partnership, that:

(1) the certification described above be provided by the partners, and

(2) the partnership provide certain information, which may include a U.S.
taxpayer identification number.

Further, a look-through rule will apply in the case of tiered partnerships.

We suggest that you consult your tax advisor about the specific methods for
satisfying these requirements. A claim for exemption will not be valid if the
person receiving the applicable form has actual knowledge that the statements
on the form are false.

If interest on the note is effectively connected with a U.S. trade or
business of the beneficial owner, the Non-U.S. Holder, although exempt from the
withholding tax described above, will be subject to U.S. federal income tax on
such interest on a net income basis in the same manner as if it were a U.S.
Holder. In addition, if such Holder is a foreign corporation, it may be subject
to a branch profits tax equal to 30% of its effectively connected earnings and
profits for the taxable year, subject to adjustments. For this purpose,
interest on a note will be included in such foreign corporation's earnings and
profits.

Disposition of Notes

No withholding of U.S. federal income tax will be required with respect to
any gain or income realized by a Non-U.S. Holder upon the sale, exchange or
disposition of a note.

A Non-U.S. Holder will not be subject to U.S. federal income tax on gain
realized on the sale, exchange or other disposition of a note unless (a) the
Non-U.S. Holder is an individual who is present in the United States for a
period or periods aggregating 183 or more days in the taxable year of the
disposition and certain other conditions are met, (b) the Non-U.S. Holder is
subject to tax pursuant to the provisions of U.S. tax law applicable to certain
U.S. expatriates or (c) such gain or income is effectively connected with a
U.S. trade or business.

Exchange of Notes

The exchange of notes for registered notes in the exchange offer will not
constitute a taxable event for a Non-U.S. Holder.

Information Reporting and Backup Withholding

U.S. Holders

For each calendar year in which the notes are outstanding, we are required
to provide the IRS with certain information, including the beneficial owner's
name, address and taxpayer identification number, the aggregate amount of
interest paid to that beneficial owner during the calendar year and the amount
of tax withheld, if any. This obligation, however, does not apply with respect
to certain payments to U.S. Holders, including corporations and tax-exempt
organizations, provided that they establish entitlement to an exemption.

In the event that a U.S. Holder subject to the reporting requirements
described above fails to supply its correct taxpayer identification number in
the manner required by applicable law or underreports its tax liability,

120

we, our agents or paying agents or a broker may be required to "backup"
withhold a tax at a rate of up to 31% of each payment of interest and principal
(and premium or liquidated damages, if any) on the notes. This backup
withholding is not an additional tax and may be credited against the U.S.
Holder's U.S. federal income tax liability, provided that the required
information is furnished to the IRS.

Non-U.S. Holders

Under current Treasury Regulations, U.S. backup withholding tax will not
apply to payments on a note to a Non-U.S. Holder if the statement described in
"U.S. Federal Income Taxation of Non-U.S. Holders--Payment of Interest" is duly
provided by such Holder or the Holder otherwise establishes an exemption,
provided that the payor does not have actual knowledge that the Holder is a
U.S. person or that the conditions of any claimed exemption are not satisfied.
Certain information reporting may still apply to interest payments even if an
exemption from backup withholding is established.

Generally, information reporting requirements and backup withholding tax
will not apply to any payment of the proceeds of the sale of a note effected
outside the United States by a foreign office of a "broker" (as defined in
applicable Treasury regulations), unless the broker is (i) a U.S. person; (ii)
a foreign person that derives 50% or more of its gross income for certain
periods from activities that are effectively connected with the conduct of a
trade or business in the United States; (iii) a controlled foreign corporation
for U.S. federal income tax purposes; or (iv) a foreign partnership more than
50% of the capital or profits of which is owned by one or more U.S. persons or
which engages in a U.S. trade or business. Payment of the proceeds of any such
sale effected outside the United States by a foreign office of any broker that
is described in (i), (ii), (iii) or (iv) of the preceding sentence will
generally not be subject to backup withholding tax, but will be subject to
information reporting requirements unless such broker has documentary evidence
in its records that the beneficial owner is a non-U.S. Holder and certain other
conditions are met or the beneficial owner otherwise establishes an exemption.
Payment of the proceeds of any such sale to or through the U.S. office of a
broker is subject to information reporting and backup withholding requirements,
unless the beneficial owner of the note provides the statement described in
"U.S. Federal Income Taxation of Non-U.S. Holders--Payment of Interest" or
otherwise establishes an exemption.

121

PLAN OF DISTRIBUTION

Each participating broker-dealer that receives exchange notes for its own
account pursuant to the exchange offer must acknowledge that it will deliver a
prospectus in connection with any resale of such exchange notes. This
prospectus, as it may be amended or supplemented from time to time, may be used
by a participating broker-dealer in connection with resales of exchange notes
received in exchange for outstanding notes where such outstanding notes were
acquired as a result of market-making activities or other trading activities.
We have agreed that for a period of one year after the expiration date, we will
make this prospectus, as amended or supplemented, available to any
participating broker-dealer for use in connection with any such resale.

We will not receive any proceeds from any sales of the exchange notes by
participating broker-dealers. Exchange notes received by participating
broker-dealers for their own account pursuant to the exchange offer may be sold
from time to time in one or more transactions in the over-the-counter market,
in negotiated transactions, through the writing of options on the exchange
notes or a combination of such methods of resale, at market prices prevailing
at the time of resale, at prices related to such prevailing market prices or
negotiated prices. Any such resale may be made directly to purchasers or to or
through brokers or dealers who may receive compensation in the form of
commissions or concessions from any such participating broker-dealer and/or the
purchasers of any such exchange notes. Any participating broker-dealer that
resells the exchange notes that were received by it for its own account
pursuant to the exchange offer and any broker or dealer that participates in a
distribution of such exchange notes may be deemed to be an "underwriter" within
the meaning of the Securities Act and any profit on any such resale of exchange
notes and any commissions or concessions received by any such persons may be
deemed to be underwriting compensation under the Securities Act. The letter of
transmittal states that by acknowledging that it will deliver and by delivering
a prospectus, a participating broker-dealer will not be deemed to admit that it
is an "underwriter" within the meaning of the Securities Act.

For a period of one year after the expiration date we will promptly send
additional copies of this prospectus and any amendment or supplement to this
prospectus to any participating broker-dealer that requests such documents in
the letter of transmittal.

Prior to the exchange offer, there has not been any public market for the
outstanding notes. The outstanding notes have not been registered under the
Securities Act and will be subject to restrictions on transferability to the
extent that they are not exchanged for exchange notes by holders who are
entitled to participate in this exchange offer. The holders of outstanding
notes, other than any holder that is our affiliate within the meaning of Rule
405 under the Securities Act, who are not eligible to participate in the
exchange offer are entitled to certain registration rights, and we are required
to file a shelf registration statement with respect to the outstanding notes.
The exchange notes will constitute a new issue of securities with no
established trading market. We do not intend to list the exchange notes on any
national securities exchange or to seek the admission thereof to trading in the
National Association of Securities Dealers Automated Quotation System. In
addition, such market making activity will be subject to the limits imposed by
the Securities Act and the Exchange Act and may be limited during the exchange
offer and the pendency of the shelf registration statements. Accordingly, no
assurance can be given that an active public or other market will develop for
the exchange notes or as to the liquidity of the trading market for the
exchange notes. If a trading market does not develop or is not maintained,
holders of the exchange notes may experience difficulty in reselling the
exchange notes or may be unable to sell them at all. If a market for the
exchange notes develops, any such market may be discontinued at any time.

LEGAL MATTERS

The validity of the exchange notes and the guarantees and other legal
matters, including the tax-free nature of the exchange, will be passed upon on
our behalf by Kirkland & Ellis, a partnership that includes professional
corporations, Chicago, Illinois. Certain partners of Kirkland & Ellis are
members of a limited liability company that is an investor in Willis Stein &
Partners III, L.P. Kirkland & Ellis has from time to time represented, and will
continue to represent Willis Stein, the Willis Stein Funds and certain of their
affiliates in connection with certain legal matters.

122

WHERE YOU CAN FIND OTHER INFORMATION

We are not currently subject to the periodic reporting and other
informational requirements of the Exchange Act. We have agreed that, whether or
not we are required to do so by the rules and regulations of the SEC, for so
long as any of the notes remain outstanding, we will furnish to the holders of
the notes and file with the SEC, unless the SEC will not accept the filing,
following the consummation of the exchange offer: (1) all quarterly and annual
financial information that would be required to be contained in a filing with
the SEC on Forms 10-Q and 10-K if we were required to file those forms,
including a "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and, with respect to the annual information only, a
report by our certified independent accountants and (2) all current reports
that would be required to be filed with the SEC on Form 8-K if we were required
to file such reports. You may read and copy any reports we file with the SEC at
the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C.
20549. You may obtain information on the operation of the Public Reference Room
by calling the SEC at 1-800-SEC-0330. All reports filed with the SEC will be
available on the SEC's web site at http://www.sec.gov. In addition, for so long
as any of the notes remain outstanding, we have agreed to make available to any
prospective purchaser of the notes or beneficial owner of the notes in
connection with any sale of the notes, the information required by Rule
144A(d)(4) under the Securities Act.

EXPERTS

The consolidated financial statements of Roundy's, Inc. and subsidiaries as
of December 29, 2001 and December 30, 2000, and for each of the three years in
the period ended December 29, 2001, included in this prospectus and the related
financial statement schedule included elsewhere in the Registration Statement
have been audited by Deloitte & Touche LLP, independent auditors, as stated in
their reports appearing herein and elsewhere in the Registration Statement, and
have been so included in reliance upon the reports of such firm given upon
their authority as experts in accounting and auditing.

123

INDEX TO FINANCIAL STATEMENTS

Page
----

Roundy's, Inc.

Audited Financial Statements as of December 30, 2000 and December 29, 2001 and for each of the
three years ended December 29, 2001:

Report of Independent Auditors............................................................. F-2

Statements of Consolidated Earnings........................................................ F-3

Consolidated Balance Sheets................................................................ F-4

Statements of Consolidated Stockholders' Equity and Comprehensive Income................... F-5

Statements of Consolidated Cash Flows...................................................... F-6

Notes to Consolidated Financial Statements................................................. F-7

Unaudited Financial Statements for the Thirteen Weeks Ended March 31, 2001 and March 30, 2002:

Condensed Consolidated Balance Sheet....................................................... F-26

Condensed Statements of Consolidated Earnings.............................................. F-27

Condensed Statements of Consolidated Cash Flows............................................ F-28

Notes to Condensed Consolidated Financial Statements....................................... F-29

The Copps Corporation
- ---------------------
Audited Financial Statements for the Year Ended January 26, 2001:

Report of Independent Public Accountants................................................... F-31

Consolidated Balance Sheet................................................................. F-32

Consolidated Statement of Income........................................................... F-33

Consolidated Statement of Shareholders' Investment......................................... F-34

Consolidated Statement of Cash Flows....................................................... F-35

Notes to Consolidated Financial Statements................................................. F-36

Unaudited Financial Statements for the Twelve Weeks Ended April 20, 2001:

Consolidated Balance Sheet................................................................. F-43

Consolidated Statement of Income........................................................... F-44

Consolidated Statement of Cash Flows....................................................... F-45

Notes to Consolidated Financial Statements................................................. F-46

F-1

INDEPENDENT AUDITORS' REPORT

To the Stockholders and Directors of Roundy's, Inc.:

We have audited the accompanying consolidated balance sheets of Roundy's,
Inc. and subsidiaries as of December 29, 2001 and December 30, 2000, and the
related consolidated statements of earnings, stockholders' equity and
comprehensive income and cash flows for each of the three years in the period
ended December 29, 2001. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of Roundy's, Inc. and
subsidiaries at December 29, 2001 and December 30, 2000, and the results of
their operations and their cash flows for each of the three years in the period
ended December 29, 2001, in conformity with accounting principles generally
accepted in the United States of America.

DELOITTE & TOUCHE LLP

Milwaukee, Wisconsin
February 26, 2002, except for Note 1
and Note 15, as to which the date is May 14, 2002

F-2

ROUNDY'S, INC. AND SUBSIDIARIES

STATEMENTS OF CONSOLIDATED EARNINGS

For the Years Ended January 1, 2000, December 30, 2000 and December 29, 2001

1999 2000 2001
-------------- -------------- --------------

Revenues:
Net sales and service fees....... $2,656,832,000 $2,930,033,400 $3,387,761,500
Other--net....................... 10,117,900 7,173,600 2,057,200
-------------- -------------- --------------
2,666,949,900 2,937,207,000 3,389,818,700
-------------- -------------- --------------
Costs and Expenses:
Cost of sales.................... 2,390,077,900 2,540,733,400 2,856,762,600
Operating and administrative..... 234,302,800 340,412,900 465,038,700
Interest......................... 6,503,600 15,462,700 17,697,700
-------------- -------------- --------------
2,630,884,300 2,896,609,000 3,339,499,000
-------------- -------------- --------------
Earnings Before Patronage Dividends. 36,065,600 40,598,000 50,319,700
Patronage Dividends................. 6,446,900 5,035,300 8,680,600
-------------- -------------- --------------
Earnings Before Income Taxes........ 29,618,700 35,562,700 41,639,100
-------------- -------------- --------------
Provision (Credit) for Income Taxes:
Current--Federal................. 10,544,600 12,187,000 9,593,000
--State......................... 2,407,700 3,506,500 2,967,300
Deferred......................... (943,000) (1,236,000) 3,295,200
-------------- -------------- --------------
12,009,300 14,457,500 15,855,500
-------------- -------------- --------------
Net Earnings........................ $ 17,609,400 $ 21,105,200 $ 25,783,600
============== ============== ==============

See notes to consolidated financial statements.

F-3

ROUNDY'S, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

As of December 30, 2000 and December 29, 2001

2000 2001
------------ ------------

ASSETS
Current Assets:
Cash and cash equivalents................................................ $ 39,893,300 $ 45,516,500
Notes and accounts receivable, less allowance for losses, $5,728,800 and
$7,021,400, respectively............................................... 83,174,300 74,783,900
Merchandise inventories.................................................. 197,983,900 247,567,100
Prepaid expenses......................................................... 7,294,600 17,749,900
Deferred income tax benefits............................................. 10,249,800 9,693,000
------------ ------------
Total current assets................................................. 338,595,900 395,310,400
------------ ------------
Other Assets:
Goodwill and other assets--net........................................... 113,849,400 117,406,200
Notes receivable, less allowance for losses, $2,129,000 and $1,300,000,
respectively........................................................... 5,976,600 5,686,000
Other real estate........................................................ 6,009,400 6,019,100
------------ ------------
Total other assets................................................... 125,835,400 129,111,300
------------ ------------
Property and Equipment--At Cost:
Land..................................................................... 8,200,400 14,162,400
Buildings................................................................ 97,573,400 122,906,900
Equipment................................................................ 181,386,000 244,419,900
Leasehold improvements................................................... 39,460,100 44,838,000
------------ ------------
326,619,900 426,327,200
Less accumulated depreciation and amortization........................... 128,679,000 156,238,500
------------ ------------
Property and equipment--net.......................................... 197,940,900 270,088,700
------------ ------------
$662,372,200 $794,510,400
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current maturities of long-term debt..................................... $ 7,837,700 $ 27,717,000
Accounts payable......................................................... 214,764,400 243,649,300
Accrued expenses......................................................... 74,394,500 97,688,300
Income taxes............................................................. 2,828,600 1,315,600
------------ ------------
Total current liabilities......................................... 299,825,200 370,370,200
------------ ------------
Long-Term Debt, Less Current Maturities.................................. 166,564,700 200,831,500
Other Liabilities........................................................ 30,504,400 42,981,600
Deferred Income Taxes.................................................... 4,809,000 591,000
------------ ------------
Total liabilities................................................. 501,703,300 614,774,300
------------ ------------
Commitments and Contingencies (Note 10)
Redeemable Common Stock..................................................... 10,147,700 9,244,100
------------ ------------
Stockholders' Equity:
Common stock
Voting (Class A)..................................................... 12,200 12,600
Non-voting (Class B)................................................. 1,366,400 1,377,800
------------ ------------
Total common stock................................................ 1,378,600 1,390,400
Patronage dividends payable in common stock................................. 3,475,000 5,950,000
Additional paid-in capital.................................................. 42,661,200 45,753,500
Reinvested earnings......................................................... 121,333,900 144,392,600
------------ ------------
168,848,700 197,486,500
Less:
Treasury stock, at cost (145,615 Class B shares)......................... 18,327,500 18,327,500
Accumulated other comprehensive loss..................................... 8,667,000
------------ ------------
Total stockholders' equity........................................ 150,521,200 170,492,000
------------ ------------
$662,372,200 $794,510,400
============ ============

See notes to consolidated financial statements.

F-4

ROUNDY'S, INC. AND SUBSIDIARIES

STATEMENTS OF CONSOLIDATED STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME

For the Years Ended January 1, 2000, December 30, 2000 and December 29, 2001

Common Stock Patronage
-------------------------------------- Dividends Accumulated
Class A Class B Payable in Additional Other
--------------- --------------------- Common Paid-in Comprehensive
Shares Amount Shares Amount Stock Capital Loss
------ ------- --------- ---------- ----------- ----------- -------------

Balance, January 2, 1999............... 11,900 $14,900 1,061,874 $1,327,300 $ 4,060,000 $31,582,600
Net earnings.........................
Common stock issued.................. 700 900 52,546 65,700 (4,060,000) 5,955,200
Common stock purchased............... (600) (800) (6,743) (8,400) (426,000)
Redeemable common stock.............. (22,388) (28,000) (806,000)
Patronage dividends payable in
common stock........................ 3,078,000
------ ------- --------- ---------- ----------- ----------- -----------
Balance, January 1, 2000............... 12,000 15,000 1,085,289 1,356,600 3,078,000 36,305,800
Net earnings.........................
Common stock issued.................. 400 500 36,818 46,000 (3,078,000) 4,446,100
Common stock purchased............... (2,600) (3,300) (12,466) (15,600) (547,800)
Redeemable common stock.............. (16,533) (20,600) (628,300)
Stock option expense................. 3,085,400
Patronage dividends payable in
common stock........................ 3,475,000
------ ------- --------- ---------- ----------- ----------- -----------
Balance, December 30, 2000............. 9,800 12,200 1,093,108 1,366,400 3,475,000 42,661,200
Net earnings.........................
Cumulative effect of change in
accounting for interest rate swap
(net of tax)........................ $(2,000,000)
Interest rate swap (net of tax)...... (1,409,000)
Additional pension liability (net of
tax)................................ (5,258,000)
Common stock issued.................. 500 600 30,761 38,400 (3,475,000) 4,562,900
Common stock purchased............... (200) (200) (13,078) (16,300) (1,042,100)
Redeemable common stock.............. (8,570) (10,700) (428,500)
Patronage dividends payable in
common stock........................ 5,950,000
------ ------- --------- ---------- ----------- ----------- -----------
Balance, December 29, 2001............. 10,100 $12,600 1,102,221 $1,377,800 $ 5,950,000 $45,753,500 $(8,667,000)
====== ======= ========= ========== =========== =========== ===========
Comprehensive Income:
1999 2000
----------- -------------
Net Earnings......................... $17,609,400 $21,105,200
Other comprehensive loss:
Cumulative effect of change in
accounting for interest rate swap..
Interest rate swap..................
Additional pension liability........
----------- -----------
Comprehensive Income................... $17,609,400 $21,105,200
=========== ===========

Reinvested
Earnings
------------

Balance, January 2, 1999............... $ 89,950,000
Net earnings......................... 17,609,400
Common stock issued..................
Common stock purchased............... (1,137,600)
Redeemable common stock.............. (2,075,400)
Patronage dividends payable in
common stock........................
------------
Balance, January 1, 2000............... 104,346,400
Net earnings......................... 21,105,200
Common stock issued..................
Common stock purchased............... (2,227,200)
Redeemable common stock.............. (1,890,500)
Stock option expense.................
Patronage dividends payable in
common stock........................
------------
Balance, December 30, 2000............. 121,333,900
Net earnings......................... 25,783,600
Cumulative effect of change in
accounting for interest rate swap
(net of tax)........................
Interest rate swap (net of tax)......
Additional pension liability (net of
tax)................................
Common stock issued..................
Common stock purchased............... (1,705,500)
Redeemable common stock.............. (1,019,400)
Patronage dividends payable in
common stock........................
------------
Balance, December 29, 2001............. $144,392,600
============
Comprehensive Income:
2001
------------
Net Earnings......................... $ 25,783,600
Other comprehensive loss:
Cumulative effect of change in
accounting for interest rate swap.. (2,000,000)
Interest rate swap.................. (1,409,000)
Additional pension liability........ (5,258,000)
------------
Comprehensive Income................... $ 17,116,600
============

See notes to consolidated financial statements.

F-5

ROUNDY'S, INC. AND SUBSIDIARIES

STATEMENTS OF CONSOLIDATED CASH FLOWS

For the Years Ended January 1, 2000, December 30, 2000 and December 29, 2001

1999 2000 2001
------------ ------------- -------------

Cash Flows From Operating Activities:
Net Earnings.................................................. $ 17,609,400 $ 21,105,200 $ 25,783,600
Adjustments to reconcile net earnings to net cash flows
provided by operating activities:
Depreciation and amortization............................. 18,823,400 30,737,800 44,113,600
Increase (decrease) in allowance for losses............... 1,596,100 (822,200) (8,300)
Loss (gain) on sale of property and equipment............. 426,000 (793,200) (103,700)
Patronage dividends payable in common stock............... 3,078,000 3,475,000 5,950,000
Stock option expense...................................... 3,085,400
Deferred income taxes..................................... (943,000) (1,236,000) 3,295,200
(Increase) decrease in operating assets net of the effects of
business acquisitions and dispositions:
Notes and accounts receivable............................. (9,644,100) 7,689,200 26,081,600
Merchandise inventories................................... (3,723,000) (377,100) (3,312,300)
Prepaid expenses.......................................... 6,300 (812,600) (3,936,200)
Other assets.............................................. (269,100) (1,193,800) 526,800
Increase (decrease) in operating liabilities net of the
effects of business acquisitions and dispositions:
Accounts payable.......................................... 9,045,300 16,679,800 (3,884,100)
Accrued expenses.......................................... 10,009,400 4,037,500 (12,420,200)
Income taxes.............................................. 984,000 (3,992,800) (1,528,300)
Other liabilities......................................... 5,732,500 3,673,800 (4,276,800)
------------ ------------- -------------
Net cash flows provided by operating activities............... 52,731,200 81,256,000 76,280,900
------------ ------------- -------------
Cash Flows From Investing Activities:
Capital expenditures--net of insurance proceeds............... (35,868,500) (37,706,300) (32,614,300)
Proceeds from sale of property and equipment and other
productive assets........................................... 1,363,000 4,861,100 4,391,800
Payment for business acquisitions net of cash acquired........ (7,812,100) (128,615,400) (78,828,400)
Other real estate............................................. (1,623,800) (304,400) (9,700)
(Increase) decrease in notes receivable....................... (759,600) 9,682,000 1,665,700
------------ ------------- -------------
Net cash flows used in investing activities................... (44,701,000) (152,083,000) (105,394,900)
------------ ------------- -------------
Cash Flows From Financing Activities:
Proceeds from long-term borrowings............................ 175,494,700 88,000,000
Reductions in debt............................................ (10,159,700) (128,390,400) (48,055,800)
Payments for debt issuance costs.............................. (1,050,000) (1,207,500)
Proceeds from sale of common stock............................ 1,961,800 1,414,600 1,126,900
Common stock purchased........................................ (3,541,000) (5,134,400) (5,126,400)
------------ ------------- -------------
Net cash flows (used in) provided by financing
activities.................................................. (11,738,900) 42,334,500 34,737,200
------------ ------------- -------------
Net (Decrease) Increase in Cash and Cash Equivalents............. (3,708,700) (28,492,500) 5,623,200
Cash And Cash Equivalents, Beginning Of Year..................... 72,094,500 68,385,800 39,893,300
------------ ------------- -------------
Cash And Cash Equivalents, End Of Year........................... $ 68,385,800 $ 39,893,300 $ 45,516,500
============ ============= =============
Cash Paid During The Year For:
Interest...................................................... $ 6,574,600 $ 13,672,100 $ 19,026,000
Income Taxes.................................................. 11,965,700 19,897,900 14,006,600
Supplemental Noncash Financing Activities:
Patronage Dividends Payable in Common Stock................... 3,078,000 3,475,000 5,950,000
Additional Pension Liability, net of tax...................... 5,258,000
Interest Rate Swap, net of tax................................ 3,409,000
Liabilities Assumed in Business Acquisitions.................. 46,703,000 95,718,300

See notes to consolidated financial statements.

F-6

ROUNDY'S, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SIGNIFICANT ACCOUNTING POLICIES

Fiscal year--The Company's fiscal year is the 52 or 53 week period ending on
the Saturday nearest to December 31. The years ended January 1, 2000, December
30, 2000 and December 29, 2001 included 52 weeks.

Consolidation practice--The consolidated financial statements include the
accounts of the Company and its subsidiaries. Significant intercompany balances
and transactions are eliminated.

Revenue recognition--Wholesale revenues are recognized when product is
shipped and retail revenues are recognized at the point of sale.

Accounting Change--During 2001, the Emerging Issues Task Force ("EITF")
reached a consensus on EITF 01-9, "Accounting for Consideration Given by a
Vendor to a Customer or a Reseller of the Vendor's Products." This
pronouncement relates to the income statement classification of sales
incentives and requires that the Company classify certain sales promotions
offered to its retail customers as a reduction of net sales (versus cost of
sales as previously recorded). The Company has adopted this pronouncement
effective December 30, 2001. Net sales and service fees and cost of sales have
been reduced by approximately $60.4 million, $53.7 million and $61.7 million
for 1999, 2000 and 2001, respectively, to retroactively restate the financial
statements for the change.

Use of estimates--The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. On an ongoing basis,
management reviews its estimates, including those related to allowances for
doubtful accounts and notes receivable, valuation of inventories,
self-insurance reserves, closed facilities reserves, purchase accounting
estimates, useful lives for depreciation and amortization, valuation allowances
for deferred income tax assets and litigation based on currently available
information. Changes in facts and circumstances may result in revised estimates
and actual results could differ from those estimates.

Cash and cash equivalents--The Company considers all highly liquid
investments, with maturities of three months or less when acquired, to be cash
equivalents.

Inventories--Inventories are recorded at the lower of cost, primarily on the
first-in, first-out method, or market.

Goodwill and long-lived assets--The excess of cost over the fair value of
net assets of businesses acquired (goodwill) was amortized on a straight-line
basis over 20 years. Accumulated amortization at December 30, 2000 and December
29, 2001 was $11,367,200 and $18,008,000, respectively. The Company
periodically evaluates the carrying value of long-lived assets in accordance
with Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed Of." The Company analyzes the future recoverability of the long-lived
assets using the related undiscounted future cash flows of the business and
recognizes any adjustments to its carrying value on a current basis. During
2000, the Company charged $1,490,000 to operating and administrative expenses
related to the closure of certain retail grocery stores. In June 2001, the FASB
issued SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No. 142
requires that goodwill and intangible assets with indefinite useful lives
recorded for acquisitions completed subsequent to June 30, 2001 no longer be
amortized and the amortization of goodwill and intangible assets with
indefinite useful lives recorded for acquisitions completed prior to June 30,
2001 cease upon adoption of this statement. Instead, the carrying value of
goodwill and intangible assets with indefinite useful lives will be

F-7

ROUNDY'S, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

evaluated for impairment on an annual basis. The Company will adopt SFAS No.
142 on December 30, 2001. Amortization of goodwill recorded by the Company in
1999, 2000 and 2001 reduced net income by $726,600, $4,410,400 and $6,056,700,
respectively. The Company is currently evaluating the provisions of this
statement with respect to impairment and has not yet determined the impact on
its consolidated financial statements.

Depreciation--Depreciation and amortization of property and equipment are
computed primarily on the straight-line method over their estimated useful
lives, which are generally thirty-nine years for buildings, three to ten years
for equipment and ten to twenty years for leasehold improvements.

Closed facilities reserve--When a facility is closed, the remaining
investment, net of expected salvage value, is expensed. For properties under
lease agreements, the present value of any remaining future liability under the
lease, net of expected sublease recovery, is also expensed. The amounts charged
to operating and administrative expenses in 2000 and 2001 for the present value
of these remaining future liabilities approximated $4.2 million and $0.5
million, respectively. The amount charged to operating and administrative
expenses in 1999 were not significant.

Income taxes--The Company provides for income taxes in accordance with SFAS
No. 109, "Accounting for Income Taxes," which requires an asset and liability
approach to financial accounting and reporting for income taxes. Deferred
income tax assets and liabilities are computed annually for differences between
the financial statement and tax bases of assets and liabilities that will
result in taxable or deductible amounts in the future based on enacted tax laws
and rates applicable to the periods in which the differences are expected to
affect taxable income.

Related parties--During 1999, 2000 and 2001, the Company had wholesale sales
to related party retailers in the amounts of $966,844,000, $602,552,000 and
$658,728,000, respectively. In addition, the Company received sublease payments
from related party retailers of $11,819,900, $7,136,100 and $8,058,700 for
1999, 2000 and 2001, respectively. During 1999 the Company sold land to a
related party retailer for approximately $1.5 million. During 2000, the Company
sold a retail grocery store to a related party for approximately $4.1 million.

Reclassifications--Certain amounts previously reported have been
reclassified to conform to the current presentation.

2. ACQUISITIONS

On April 12, 1999, the Company purchased a grocery retailer for
approximately $5.7 million in cash. On August 24, 1999, the Company purchased a
grocery retailer for $2.1 million in cash. The acquisitions have been accounted
for as purchases and the results of operations have been included in the
consolidated financial statements since the dates of acquisition. The pro-forma
effects of these acquisitions were not material.

On February 2, 2000, the Company purchased 7 retail grocery stores for
approximately $37.7 million in cash. Operating results of such stores have been
included in the Statements of Consolidated Earnings since the acquisition date.
Goodwill of approximately $21.5 million resulted from the purchase. The
acquisition was accounted for as a purchase and the consolidated financial
statements reflect the allocation of the purchase price to the assets acquired
based on their fair values. The pro-forma effects of the acquisition were not
material.

On March 31, 2000, the Company acquired all of the outstanding stock of Mega
Marts, Inc. ("Mega Marts") for approximately $125.0 million in cash and notes
payable. Mega Marts owned and operated 16 retail grocery stores. Also on March
31, 2000, the Company acquired certain assets of NDC, Inc. (an affiliate of
Mega Marts)

F-8

ROUNDY'S, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

consisting of a retail grocery store known as the "Tri-City Pick 'n Save"
("TCPS") for approximately $11.2 million in cash. The acquisitions were
effective at the end of the day on April 1, 2000 and the operating results of
Mega Marts and TCPS were included in the Statements of Consolidated Earnings
after the effective date. Goodwill of approximately $84.8 million resulted from
the purchase. The Company financed the acquisitions with the proceeds of a
credit agreement and $39 million in promissory notes issued to the shareholders
of Mega Marts. The acquisitions were accounted for as purchases and the
consolidated financial statements reflect the allocation of the purchase price
to the assets acquired and liabilities assumed based on their fair values.
Included in the assets of Mega Marts were 132,330 shares of the Company's Class
A and Class B common stock. A portion of the purchase price was allocated to
such treasury shares acquired based on the net book value of the Company's
common stock as of January 1, 2000.

Effective May 20, 2001, the Company acquired all of the outstanding stock of
The Copps Corporation ("Copps") for approximately $96.2 million in cash. Copps
owned and operated 21 retail grocery stores and a wholesale distribution
center. The operating results of Copps are included in the Statements of
Consolidated Earnings after the effective date. Goodwill of approximately $9.9
million resulted from the purchase. The Company financed the acquisition with
the proceeds of a Credit Agreement (see Note 5). The acquisition was accounted
for as a purchase and the consolidated financial statements reflect the
preliminary allocation of the purchase price to the assets acquired and
liabilities assumed based on their fair values. The Company anticipates
finalizing the purchase price allocation in the first quarter of 2002, but does
not anticipate any significant changes.

Unaudited pro-forma results of operations, including Copps, Mega Marts and
TCPS as if they had been acquired at the beginning of each period follows:

For the Year Ended:
---------------------------------------------------
January 1, 2000 December 30, 2000 December 29, 2001
--------------- ----------------- -----------------

Net sales and service fees $3,437,676,800 $3,608,503,800 $3,621,531,800
Net earnings.............. 13,432,300 17,832,600 25,049,900

Pro-forma results are not necessarily indicative of what would have occurred
had the acquisition been consummated as of the beginning of the periods. Pro
forma results include additional depreciation and the amortization of
intangible assets resulting from the purchase and additional interest expense
as if the funds borrowed in connection with the acquisition had been
outstanding from the beginning of each period.

F-9

ROUNDY'S, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

3. PATRONAGE DIVIDENDS

The Company's By-Laws require that to the extent permitted by the Internal
Revenue Code, patronage dividends are to be paid out of earnings from business
activities with stockholder-customers in an amount which will reduce the net
earnings of the Company to an amount which will result in an 8% increase in the
book value of its common stock. The dividends are payable at least 20% in cash
and the remainder in Class B common stock. Dividends for the years ended
January 1, 2000, December 30, 2000 and December 29, 2001 were generally payable
30% in cash.

4. NOTES AND ACCOUNTS RECEIVABLE

The Company extends long-term credit to certain independent retailers it
serves to be used primarily for store expansion or improvements. Loans to
independent retailers are primarily collateralized by the retailer's inventory,
equipment, personal assets and pledges of Company stock. Interest rates are
generally in excess of the prime rate and terms of the notes are up to 15
years. Included in current notes and accounts receivable are amounts due within
one year totaling $2,364,000 and $2,945,200 at December 30, 2000 and December
29, 2001, respectively. The Company is exposed to credit risk with respect to
accounts receivable, although it is generally limited. The Company continually
monitors its receivables with customers by reviewing, among other things,
credit terms, collateral and guarantees.

5. LONG-TERM DEBT

Long-term debt consists of the following at the respective year-ends:

2000 2001
------------ ------------

Senior notes payable:
6.30%, due 2002 to 2007..................................... $ 80,000,000 $130,000,000
Notes payable under revolving credit agreement, 4.56%, due 2006 61,000,000 59,000,000
Subordinated notes payable, 8.25%, due 2002 to 2005............ 33,150,000 25,350,000
Capital lease obligations, 7.55% to 11.0%, due 2002 to 2020.... 13,987,100
Other long-term debt........................................... 252,400 211,400
------------ ------------
174,402,400 228,548,500
Current maturities.......................................... 7,837,700 27,717,000
------------ ------------
Total long-term debt, less current maturities........... $166,564,700 $200,831,500
============ ============

On May 18, 2001, the Company entered into an Amended and Restated Credit
Agreement with various lenders which allows the Company to borrow up to an
aggregate amount of $300,000,000. The Credit Agreement provides for a
$170,000,000 revolving loan commitment and a $130,000,000 term loan. The
revolving loan commitment and the term loan bear interest based upon LIBOR and
Prime rates. The Credit Agreement includes covenants that, among others, limit
stock repurchases and additional borrowings and provide for minimum net worth
requirements ($166,169,000 at December 29, 2001). At December 29, 2001,
$101,606,000 was available to the Company under its revolving credit agreement.
The Company's assets are pledged as collateral to the Credit Agreement.

On April 4, 2000, the Company entered into a five-year interest rate swap
agreement under which the Company pays a fixed rate of 7.32% and receives a
floating LIBOR rate. The effect of the swap agreement is to fix the rate on
$60,000,000 of borrowings under the revolving loan commitment. For the year
ended December 29, 2001, the total net cost, recorded as interest expense, of
converting from floating rate to fixed rate was $1,742,300.

F-10

ROUNDY'S, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

In June 1998, the Financial Accounting Standards Board ("the FASB") issued
SFAS 133, "Accounting for Derivative Instruments and Hedging Activities",
subsequently amended by SFAS 137 and SFAS 138. SFAS 133 was adopted for the
Company's fiscal year beginning December 31, 2000 and required the Company to
record all derivatives on the balance sheet at fair value. Changes in
derivative fair values are either recognized in earnings or, for cash-flow
hedges, deferred and recorded as a component of other comprehensive income
until the hedged transactions occur and are recognized in earnings. The
ineffective portion of a hedging derivative's change in fair value is
immediately recognized in earnings. For a derivative that doesn't qualify as a
hedge, changes in fair value are recognized in earnings.

On December 31, 2000, upon adoption of SFAS 133, the Company recognized a
transition adjustment relating to the interest rate swap for approximately $2.0
million, net of tax of $1.4 million, in stockholders' equity as accumulated
other comprehensive loss. The interest rate swap qualifies as a cash-flow hedge
and the fair value of the Company's interest rate swap, based on the net cost
to settle the transaction at December 29, 2001, was approximately $3.4 million,
net of tax of $2.6 million and is recorded as accumulated other comprehensive
loss in the Company's consolidated balance sheet.

Repayment of principal on long-term debt outstanding is as follows:

2002...... $27,717,000
2003...... 34,260,900
2004...... 34,307,000
2005...... 28,503,300
2006...... 85,556,500
Thereafter 18,203,800

6. FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company's financial instruments consist primarily of cash, accounts and
notes receivable, accounts payable, accrued liabilities, interest rate swap and
long-term debt. The carrying amounts for cash, accounts and notes receivable,
accounts payable and accrued liabilities approximate their fair values. Based
on the borrowing rates currently available to the Company for long-term debt
with similar terms and maturities, the fair value of long-term debt, including
current maturities, is approximately $173,912,000 and $229,628,000 as of
December 30, 2000 and December 29, 2001, respectively. The fair value of the
swap at December 30, 2000 was a liability of approximately $3.4 million (no
carrying value). The fair value (and carrying value) of the Company's interest
rate swap based on the net cost to settle the transaction at December 29, 2001,
was a liability of approximately $6.0 million.

7. STOCKHOLDERS' EQUITY

The authorized capital stock of the Company is 60,000 shares of Class A
common stock and 2,400,000 shares of Class B common stock each with a par value
of $1.25 a share. Inactive customers are required to exchange Class A voting
stock held for Class B non-voting stock.

The issuance and redemption of common stock is based on the book value
thereof as of the preceding year-end. The year-end book value was $129.95,
$153.60 and $170.20 for 1999, 2000 and 2001, respectively. The Company is
obligated, upon request, to repurchase common stock held by inactive customers
or employees. The amount available for such repurchases in any year is subject
to limitations under certain loan agreements.

F-11

ROUNDY'S, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Class B common stock which is subject to redemption is reflected outside of
stockholders' equity. Redeemable common stock is held by inactive customers and
former employees. As of December 30, 2000 and December 29, 2001, 66,066 and
54,313 shares, respectively, were subject to redemption. The Class B common
stock subject to redemption is payable over a five year period based upon the
book value at the preceding fiscal year-end. The Company expects to repurchase
shares of 19,642, 16,361, 10,144, 5,595 and 2,571 in 2002, 2003, 2004, 2005 and
2006, respectively.

Effective November 1991, the Board of Directors adopted the 1991 Stock
Incentive Plan (the "Plan'') under which up to 75,000 shares of Class B common
stock may be issued pursuant to the exercise of stock options. The Plan also
authorizes the grant of up to 25,000 stock appreciation rights ("SARs'').
Options and SARs may be granted to senior executives and key employees of the
Company by the Compensation Committee of the Board of Directors at an
exercise/base price equal to book value of the Company's common stock as of the
preceding year-end. No options or SARs may be granted under the Plan after
November 30, 2001.

Option and SAR transactions are as follows:

Options
Weighted
Options SARs Option Price Average Price
------- ------ -------------- -------------

Outstanding, January 2, 1999.... 50,000 21,000 $53.10-$104.35 $ 67.96
------ ------ --------------
Outstanding, January 1, 2000.... 50,000 21,000 53.10- 104.35 67.96
Exercised.................... (400) (3,400) 94.30 94.30
Granted...................... 1,000 184 129.95 129.95
------ ------ --------------
Outstanding, December 30, 2000.. 50,600 17,784 53.10- 129.95 68.97
Exercised.................... (2,500) (1,450) 53.10- 94.30 77.82
Cancelled.................... (50)
------ ------ --------------
Outstanding, December 29, 2001.. 48,100 16,284 $53.10-$129.95 68.51
====== ====== ==============
Exercisable at December 29, 2001 47,766 16,222 $53.10-$129.95 68.08
====== ====== ==============

Options exercisable at January 1, 2000 and December 30, 2000 were 46,516 and
48,398 with a weighted average price of $65.91 and $67.17, respectively.

The following table summarizes information concerning currently outstanding
and exercisable options:

Stock Options Outstanding Stock Options Exercisable
--------------------------- -------------------------
Weighted
Average Weighted Weighted
Number Remaining Average Average
of Contractual Exercise Number of Exercise
Range of Exercise Price ($) Shares Life Price Shares Price
--------------------------- ------ ----------- -------- --------- --------

50.00- 70.00....... 32,500 5.8 $ 57.90 32,500 $ 57.90
70.01- 90.00....... 8,000 9.0 77.40 8,000 77.40
90.01-110.00....... 6,600 10.9 100.70 6,600 100.70
110.01-130.00....... 1,000 13.6 129.95 666 129.95
------ ------- ------ -------
48,100 $ 68.51 47,766 $ 68.08
====== ======= ====== =======

Options granted become exercisable based on the vesting rate which generally
ranges from 20% at the date of grant to 100% eight years from the date of grant.

F-12

ROUNDY'S, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

SAR holders are entitled, upon exercise of a SAR, to receive cash in an
amount equal to the excess of the Fair Market Value per share of the Company's
common stock as of the date on which the SAR is exercised over the base price
of the SAR. SARs granted become exercisable based on the vesting rate which
ranges from 20% on the last day of the fiscal year of the grant to 100% eight
years from the last day of the fiscal year of the grant. Compensation expense
was not material in 1999, 2000 and 2001. In the event of a change in control of
the Company, all options and SARs previously granted and not exercised, become
exercisable.

The Company has adopted the disclosure-only provisions of SFAS No. 123,
"Accounting for Stock-Based Compensation," but applies Accounting Principles
Board Opinion No. 25 and related interpretations in accounting for its plans.
During 2000, the Company extended the term of all of its previously granted
stock options resulting in a compensation charge of $3,085,400. Compensation
expense was immaterial for 1999 and 2001. If the Company had elected to
recognize compensation cost for the Plan based on the fair value of the options
at the grant dates, consistent with the method prescribed by SFAS No. 123,
pro-forma net earnings in 1999 and 2001 would have decreased by less than
$100,000, while the effect on 2000 net earnings would have been an approximate
increase of $685,000.

8. EMPLOYEE BENEFIT PLANS

Substantially all non-union employees of the Company and employees of its
subsidiaries are covered by defined benefit pension plans. Benefits are based
on either years of service and the employee's highest compensation during five
of the most recent ten years of employment or on stated amounts for each year
of service. The Company intends to annually contribute only the minimum
contributions required by applicable regulations.

The following tables set forth pension obligations and plan assets as of
December 30, 2000 and December 29, 2001:

2000 2001
------------ ------------

Change in benefit obligation:
Benefit Obligation--Beginning of Year........ $ 49,179,000 $ 59,296,700
Service cost................................. 2,895,700 4,336,100
Interest cost................................ 3,916,000 5,174,800
Actuarial loss............................... 5,055,600 3,999,700
Benefits paid................................ (1,749,600) (2,264,900)
Business acquisition......................... 17,777,700
------------ ------------
Benefit Obligation--End of Year.............. $ 59,296,700 $ 88,320,100
============ ============
Change in plan assets:
Fair Value--Beginning of Year................ $ 47,949,800 $ 46,950,300
Actual return on plan assets................. (3,136,400) (4,553,300)
Company contribution......................... 3,886,500 4,811,300
Benefits paid................................ (1,749,600) (2,264,900)
Business acquisition......................... 14,217,800
------------ ------------
Fair Value--End of Year...................... $ 46,950,300 $ 59,161,200
============ ============
Funded status:
As of year-end............................... $(12,346,400) $(29,158,900)
Unrecognized cost:
Actuarial and investment losses, net..... 8,319,400 21,809,600
Prior service cost....................... 180,400 144,600
Transition asset......................... (199,200) (66,100)
Additional minimum liability............. (9,226,000)
------------ ------------
Accrued benefit cost......................... $ (4,045,800) $(16,496,800)
============ ============

F-13

ROUNDY'S, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

1999 2000 2001
----------- ----------- -----------

The components of pension cost are as follows:
Benefits earned during the year.................... $ 3,099,300 $ 2,895,700 $ 4,336,100
Interest cost on projected benefit obligation...... 3,604,300 3,916,000 5,174,800
Expected return on plan assets..................... (3,771,100) (4,393,000) (5,083,400)
Net amortization and deferral:
Unrecognized net loss (gain)................... 110,900 (1,100) 173,700
Unrecognized prior service cost................ 35,900 35,900 35,900
Unrecognized net asset......................... (174,100) (174,000) (133,200)
----------- ----------- -----------
Net pension cost................................... $ 2,905,200 $ 2,279,500 $ 4,503,900
=========== =========== ===========

1999 2000 2001
----------- ----------- -----------
The assumption used in the accounting were as follows:
Discount rate...................................... 8.00% 7.50% 7.25%
Rate of increase in compensation levels............ 4.00% 4.00% 4.00%
Expected long-term rate of return of assets........ 9.00% 9.00% 9.00%

The change in the discount rate in 2001 resulted in an increase of
$3,452,300 in the projected benefit obligation in 2001, and is expected to
result in an increase in the 2002 pension expense of approximately $500,000.

The Company and its subsidiaries also participate in various multi-employer
plans which provide defined benefits to employees under collective bargaining
agreements. Amounts charged to pension expense for such plans were $5,093,900,
$5,378,000 and $7,036,900 in 1999, 2000 and 2001, respectively. The Company has
a defined contribution plan covering substantially all salaried and hourly
employees not covered by collective bargaining agreements. Total expense for
the plan amounted to $1,251,500, $1,248,600 and $1,920,900 in 1999, 2000 and
2001, respectively. Also, the Company has a defined contribution plan covering
certain hourly employees covered by a collective bargaining agreement. Total
expense for the plan amounted to $687,400 and $732,500 in 2000 and 2001,
respectively.

9. INCOME TAXES

Federal Income tax at the statutory rate of 35% in 1999, 2000 and 2001 and
income tax expense as reported are reconciled as follows:

1999 2000 2001
----------- ----------- -----------

Federal income tax at statutory rate........... $10,366,500 $12,446,900 $14,573,700
State income taxes, net of federal tax benefits 1,565,000 2,279,200 1,928,700
Resolution of prior year tax matters........... (620,000) (2,360,300)
Non-deductible goodwill........................ 252,100 1,272,600 1,813,000
Other--net..................................... (174,300) (921,200) (99,600)
----------- ----------- -----------
Income tax expense............................. $12,009,300 $14,457,500 $15,855,500
=========== =========== ===========

F-14

ROUNDY'S, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

The approximate tax effects of temporary differences at December 30, 2000
and December 29, 2001 are as follows:

2000 2001
-------------------------------------- --------------------------------------
Assets Liabilities Total Assets Liabilities Total
----------- ------------ ------------ ----------- ------------ ------------

Allowance for
doubtful accounts $ 1,009,000 $ 1,009,000 $ 1,535,000 $ 1,535,000
Inventories........ $ (2,565,200) (2,565,200) $ (2,783,000) (2,783,000)
Employee benefits.. 9,603,000 9,603,000 11,416,000 11,416,000
Accrued expenses
not currently
deductible....... 2,203,000 2,203,000 2,236,000 2,236,000
Other.............. (2,711,000) (2,711,000)
----------- ------------ ------------ ----------- ------------ ------------
Current............ 12,815,000 (2,565,200) 10,249,800 15,187,000 (5,494,000) 9,693,000
----------- ------------ ------------ ----------- ------------ ------------
Allowance for
doubtful accounts 860,000 860,000 527,000 527,000
Depreciation and
amortization..... (14,136,000) (14,136,000) (26,482,000) (26,482,000)
Employee benefits.. 4,013,000 4,013,000 9,101,000 9,101,000
Accrued expenses
not currently
deductible....... 6,887,000 6,887,000 9,126,000 9,126,000
Net operating loss
carryforwards.... 6,200,000 6,200,000
Other.............. (2,433,000) (2,433,000) 937,000 937,000
----------- ------------ ------------ ----------- ------------ ------------
Noncurrent......... 11,760,000 (16,569,000) (4,809,000) 25,891,000 (26,482,000) (591,000)
----------- ------------ ------------ ----------- ------------ ------------
Total....... $24,575,000 $(19,134,200) $ 5,440,800 $41,078,000 $(31,976,000) $ 9,102,000
=========== ============ ============ =========== ============ ============

Management believes that it is more likely than not that current and
long-term deferred tax assets will be realized through the reduction of future
taxable income. Significant factors considered by management in its
determination include the historical operating results of the Company ($105
million of United States taxable income over the past three years), and
expectations of future earnings. As of December 29, 2001, the Company has
federal and state net operating loss carryforwards (acquired in the Copps
acquisition) of approximately $13 million and $29 million, respectively. The
Company's utilization of these losses is limited under both federal and state
law. If unutilized, the federal net operating loss will expire in 2020, and the
state net operating losses will expire during the period of 2015 through 2020.

10. LEASE OBLIGATIONS AND CONTINGENT LIABILITIES

Rental payments and related subleasing rentals under operating leases are as
follows:

Rental Payments
---------------------- Subleasing
Minimum Contingent Rentals
----------- ---------- -----------

1999. $30,083,100 $445,900 $23,312,300
2000. 34,733,700 480,400 23,282,700
2001. 40,581,200 704,000 21,818,400

Contingent rentals may be paid under certain store leases on the basis of
the store's sales in excess of stipulated amounts.

F-15

ROUNDY'S, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Future minimum rental payments under long-term leases are as follows at
December 29, 2001:

Operating Capitalized
Leases Leases
------------ -----------

2002....................................... $ 37,504,000 $ 1,564,200
2003....................................... 35,273,700 1,571,600
2004....................................... 33,050,800 1,575,300
2005....................................... 30,978,500 1,575,300
2006....................................... 30,124,800 1,575,300
Thereafter................................. 172,401,200 18,483,800
------------ -----------
Total............................... $339,333,000 $26,345,500
============ ===========
Amount representing interest............... 12,358,400
-----------
Present value of net minimum lease payments 13,987,100
Current portion............................ 375,000
-----------
Long-term portion.......................... $13,612,100
===========

Total minimum rentals to be received in the future under non-cancelable
subleases as of December 29, 2001 are $179,382,300.

The Company is involved in various claims and litigation arising in the
normal course of business. In the opinion of management, the ultimate
resolution of these actions will not materially affect the consolidated
financial position, results of operations or cash flows of the Company.

11. EARNINGS PER SHARE

Earnings per share are not presented because they are not deemed meaningful.
See Notes 3 and 7 relating to patronage dividends and common stock repurchase
requirements.

12. EVANSVILLE FIRE

During 1998, fire destroyed the Evansville, Indiana warehouse, inventory and
equipment. As of December 30, 2000, all insurance claims related to the fire
had been settled. During 1999 and 2000, the Company recorded gains of $5.5
million and $3.3 million, respectively, related to the insurance settlements.
These amounts are reflected in Other--net revenues in the Company's Statements
of Consolidated Earnings.

13. SEGMENT REPORTING

The Company and its subsidiaries sell and distribute food and nonfood
products that are typically found in supermarkets primarily located in the
Midwest. The Company's wholesale distribution segment sells to both
Company-owned and independent retail food stores, while the retail segment
sells directly to the consumer.

During 1999, the Company had one customer which accounted for 12.4% of the
Company's net sales and service fees. In 2000 and 2001, no customer accounted
for over 10% of net sales and service fees.

Eliminations represent the activity between wholesale and Company-owned
retail stores. Inter-segment revenues are recorded at amounts consistent with
those charged to independent retail stores.

Identifiable assets are those used exclusively by that industry segment.
Corporate assets are principally cash and cash equivalents, notes receivable,
transportation equipment, corporate office facilities and equipment.

F-16

ROUNDY'S, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

1999 2000 2001
-------------- -------------- --------------

NET SALES AND SERVICE FEES
Wholesale........................ $2,549,774,900 $2,628,025,700 $2,894,011,900
Retail........................... 323,857,300 891,666,200 1,377,133,300
Eliminations..................... (216,800,200) (589,658,500) (883,383,700)
-------------- -------------- --------------
Total........................ $2,656,832,000 $2,930,033,400 $3,387,761,500
============== ============== ==============
EARNINGS BEFORE PATRONAGE DIVIDENDS,
DEPRECIATION AND AMORTIZATION
Wholesale........................ $ 58,789,500 $ 59,492,900 $ 63,014,500
Retail........................... 5,261,600 21,878,800 43,351,900
Corporate........................ (9,162,100) (10,035,900) (11,933,100)
-------------- -------------- --------------
Total........................ $ 54,889,000 $ 71,335,800 $ 94,433,300
============== ============== ==============
DEPRECIATION AND AMORTIZATION
Wholesale........................ $ 7,432,200 $ 7,759,400 $ 9,604,000
Retail........................... 4,961,400 15,166,500 24,787,900
Corporate........................ 6,429,800 7,811,900 9,721,700
-------------- -------------- --------------
Total........................ $ 18,823,400 $ 30,737,800 $ 44,113,600
============== ============== ==============
INTEREST
Wholesale........................ $ 2,095,300 $ 1,655,200 $ 3,580,800
Retail........................... 1,069,000 8,180,000 12,179,700
Corporate........................ 3,339,300 5,627,500 1,937,200
-------------- -------------- --------------
Total........................ $ 6,503,600 $ 15,462,700 $ 17,697,700
============== ============== ==============
CAPITAL EXPENDITURES
Wholesale........................ $ 17,846,700 $ 8,851,100 $ 9,726,900
Retail........................... 3,365,200 14,558,100 10,960,900
Corporate........................ 14,656,600 14,297,100 11,926,500
-------------- -------------- --------------
Total........................ $ 35,868,500 $ 37,706,300 $ 32,614,300
============== ============== ==============
IDENTIFIABLE ASSETS (AT YEAR END)
Wholesale........................ $ 317,858,300 $ 301,567,800 $ 366,851,300
Retail........................... 64,086,900 271,545,200 325,025,700
Corporate........................ 115,379,500 89,259,200 102,633,400
-------------- -------------- --------------
Total........................ $ 497,324,700 $ 662,372,200 $ 794,510,400
============== ============== ==============

F-17

ROUNDY'S, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

14. CONDENSED CONSOLIDATING FINANCIAL INFORMATION

The following presents condensed consolidating financial statements of
Roundy's, Inc and its subsidiaries. All subsidiaries are 100% owned by
Roundy's, Inc. The accounting policies for all entities are consistent with
those previously described herein.

CONDENSED CONSOLIDATING STATEMENT OF EARNINGS

For the Year Ended January 1, 2000

Combined
Roundy's, Inc. Subsidiaries Eliminations Total
-------------- -------------- ------------- --------------

Revenues:
Net sales and service fees...... $1,277,011,700 $1,551,369,100 $(171,548,800) $2,656,832,000
Other--net...................... 2,567,400 8,313,700 (763,200) 10,117,900
-------------- -------------- ------------- --------------
1,279,579,100 1,559,682,800 (172,312,000) 2,666,949,900
-------------- -------------- ------------- --------------
Costs and Expenses:
Cost of sales................... 1,178,811,200 1,379,737,400 (168,470,700) 2,390,077,900
Operating and administrative.... 82,464,600 154,916,300 (3,078,100) 234,302,800
Interest........................ 7,172,500 94,300 (763,200) 6,503,600
-------------- -------------- ------------- --------------
1,268,448,100 1,534,748,200 (172,312,000) 2,630,884,300
-------------- -------------- ------------- --------------
Earnings Before Patronage Dividends 11,131,000 24,934,600 36,065,600
Patronage Dividends................ 7,496,900 (1,050,000) 6,446,900
-------------- -------------- ------------- --------------
Earnings Before Income Taxes....... 3,634,100 25,984,600 29,618,700
-------------- -------------- ------------- --------------
Provision for Income Taxes......... 1,473,500 10,535,800 12,009,300
Equity in earnings of subsidiaries. 15,448,800 (15,448,800)
-------------- -------------- ------------- --------------
Net Earnings....................... $ 17,609,400 $ 15,448,800 $ (15,448,800) $ 17,609,400
============== ============== ============= ==============

F-18

ROUNDY'S, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

CONDENSED CONSOLIDATING STATEMENT OF EARNINGS

For the Year Ended December 30, 2000

Combined
Roundy's, Inc. Subsidiaries Eliminations Total
-------------- -------------- ------------- --------------

Revenues:
Net sales and service fees......... $1,374,642,600 $2,092,196,500 $(536,805,700) $2,930,033,400
Other--net......................... 12,507,000 6,673,600 (12,007,000) 7,173,600
-------------- -------------- ------------- --------------
1,387,149,600 2,098,870,100 (548,812,700) 2,937,207,000
-------------- -------------- ------------- --------------
Costs and Expenses:
Cost of sales...................... 1,268,877,900 1,799,444,600 (527,589,100) 2,540,733,400
Operating and administrative....... 85,784,700 263,844,800 (9,216,600) 340,412,900
Interest........................... 21,931,700 5,538,000 (12,007,000) 15,462,700
-------------- -------------- ------------- --------------
1,376,594,300 2,068,827,400 (548,812,700) 2,896,609,000
-------------- -------------- ------------- --------------
Earnings Before Patronage Dividends 10,555,300 30,042,700 40,598,000
Patronage Dividends................ 9,196,400 (4,161,100) 5,035,300
-------------- -------------- ------------- --------------
Earnings Before Income Taxes....... 1,358,900 34,203,800 35,562,700
-------------- -------------- ------------- --------------
Provision for Income Taxes......... 544,800 13,912,700 14,457,500
Equity in earnings of subsidiaries. 20,291,100 (20,291,100)
-------------- -------------- ------------- --------------
Net Earnings....................... $ 21,105,200 $ 20,291,100 $ (20,291,100) $ 21,105,200
============== ============== ============= ==============

F-19

ROUNDY'S, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

CONDENSED CONSOLIDATING STATEMENT OF EARNINGS

For the Year Ended December 29, 2001

Combined
Roundy's, Inc. Subsidiaries Eliminations Total
-------------- -------------- ------------- --------------

Revenues:
Net sales and service fees......... $1,464,319,100 $2,585,671,000 $(662,228,600) $3,387,761,500
Other--net......................... 16,346,400 1,969,800 (16,259,000) 2,057,200
-------------- -------------- ------------- --------------
1,480,665,500 2,587,640,800 (678,487,600) 3,389,818,700
-------------- -------------- ------------- --------------
Costs and Expenses:
Cost of sales...................... 1,346,748,900 2,161,474,000 (651,460,300) 2,856,762,600
Operating and administrative....... 99,052,300 376,754,700 (10,768,300) 465,038,700
Interest........................... 17,100,400 16,856,300 (16,259,000) 17,697,700
-------------- -------------- ------------- --------------
1,462,901,600 2,555,085,000 (678,487,600) 3,339,499,000
-------------- -------------- ------------- --------------
Earnings Before Patronage Dividends 17,763,900 32,555,800 50,319,700
Patronage Dividends................ 16,022,900 (7,342,300) 8,680,600
-------------- -------------- ------------- --------------
Earnings Before Income Taxes....... 1,741,000 39,898,100 41,639,100
-------------- -------------- ------------- --------------
Provision for Income Taxes......... 658,000 15,197,500 15,855,500
-------------- -------------- ------------- --------------
Equity in earnings of subsidiaries. 24,700,600 (24,700,600)
-------------- -------------- ------------- --------------
Net Earnings....................... $ 25,783,600 $ 24,700,600 $ (24,700,600) $ 25,783,600
============== ============== ============= ==============

F-20

ROUNDY'S, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

CONDENSED CONSOLIDATING BALANCE SHEET

As of December 30, 2000

Combined
Roundy's, Inc. Subsidiaries Eliminations Total
Assets -------------- ------------ ------------- ------------

Current Assets:
Cash and cash equivalents.................. $ 21,803,000 $ 18,090,300 $ $ 39,893,300
Notes and accounts receivable--net......... 28,667,300 65,330,900 (10,823,900) 83,174,300
Merchandise inventories.................... 60,636,100 136,587,000 760,800 197,983,900
Prepaid expenses and other................. 13,760,400 3,784,000 17,544,400
------------ ------------ ------------- ------------
124,866,800 223,792,200 (10,063,100) 338,595,900
Other Assets:
Investment in subsidiaries................. 122,722,600 (122,722,600)
Intercompany receivables................... 243,017,900 (243,017,900)
Goodwill and other intangibles............. 1,976,000 111,873,400 113,849,400
Other...................................... 1,707,900 10,278,100 11,986,000
------------ ------------ ------------- ------------
Total other assets..................... 369,424,400 122,151,500 (365,740,500) 125,835,400
------------ ------------ ------------- ------------
Property and Equipment--At Cost............... 43,954,500 282,665,400 326,619,900
Less accumulated depreciation and amortization 21,729,000 106,950,000 128,679,000
------------ ------------ ------------- ------------
Property and equipment--net............ 22,225,500 175,715,400 197,940,900
------------ ------------ ------------- ------------
$516,516,700 $521,659,100 $(375,803,600) $662,372,200
============ ============ ============= ============
Liabilities and Stockholders' Equity
Current Liabilities:
Current maturities of long-term debt....... $ 7,800,000 $ 37,700 $ $ 7,837,700
Accounts payable........................... 117,794,900 101,071,400 (4,101,900) 214,764,400
Intercompany payable....................... 243,017,900 (243,017,900)
Accrued expenses........................... 43,030,100 40,154,200 (5,961,200) 77,223,100
------------ ------------ ------------- ------------
Total current liabilities.............. 168,625,000 384,281,200 (253,081,000) 299,825,200
------------ ------------ ------------- ------------
Long-Term Debt, Less Current Maturities....... 166,350,000 214,700 166,564,700
Other Liabilities............................. 20,872,800 14,440,600 35,313,400
------------ ------------ ------------- ------------
Total liabilities...................... 355,847,800 398,936,500 (253,081,000) 501,703,300
------------ ------------ ------------- ------------
Redeemable Common Stock....................... 10,147,700 10,147,700
------------ ------------ ------------- ------------
Stockholders' Equity.......................... 150,521,200 122,722,600 (122,722,600) 150,521,200
------------ ------------ ------------- ------------
$516,516,700 $521,659,100 $(375,803,600) $662,372,200
============ ============ ============= ============

F-21

ROUNDY'S, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

CONDENSED CONSOLIDATING BALANCE SHEET

As of December 29, 2001

Combined
Roundy's, Inc. Subsidiaries Eliminations Total
Assets -------------- ------------ ------------- ------------

Current Assets:
Cash and cash equivalents............ $ 23,137,200 $ 22,379,300 $ $ 45,516,500
Notes and accounts receivable--net... 25,725,000 66,360,600 (17,301,700) 74,783,900
Merchandise inventories.............. 68,760,200 178,718,100 88,800 247,567,100
Prepaid expenses and other........... 12,140,200 15,302,700 27,442,900
------------ ------------ ------------- ------------
Total current assets............. 129,762,600 282,760,700 (17,212,900) 395,310,400
------------ ------------ ------------- ------------
Other Assets:
Investment in subsidiaries........... 147,160,000 (147,160,000)
Intercompany receivables............. 302,359,300 (302,359,300)
Goodwill and other intangibles....... 2,527,100 114,879,100 117,406,200
Other................................ 1,224,800 10,480,300 11,705,100
------------ ------------ ------------- ------------
Total other assets............... 453,271,200 125,359,400 (449,519,300) 129,111,300
------------ ------------ ------------- ------------
Property and Equipment--At Cost......... 49,498,400 376,828,800 426,327,200
Less accumulated depreciation and
amortization.......................... 25,471,400 130,767,100 156,238,500
------------ ------------ ------------- ------------
Property and equipment--net...... 24,027,000 246,061,700 270,088,700
------------ ------------ ------------- ------------
$607,060,800 $654,181,800 $(466,732,200) $794,510,400
============ ============ ============= ============
Liabilities and Stockholders' Equity
Current Liabilities:
Current maturities of long-term debt. $ 27,300,000 $ 417,000 $ $ 27,717,000
Accounts payable..................... 135,341,600 118,244,800 (9,937,100) 243,649,300
Intercompany payable................. 302,359,300 (302,359,300)
Accrued expenses..................... 54,605,900 51,673,800 (7,275,800) 99,003,900
------------ ------------ ------------- ------------
Total current liabilities........ 217,247,500 472,694,900 (319,572,200) 370,370,200
------------ ------------ ------------- ------------
Long-Term Debt, Less Current Maturities. 187,050,000 13,781,500 200,831,500
Other Liabilities....................... 23,027,200 20,545,400 43,572,600
------------ ------------ ------------- ------------
Total liabilities................ 427,324,700 507,021,800 (319,572,200) 614,774,300
------------ ------------ ------------- ------------
Redeemable Common Stock................. 9,244,100 9,244,100
------------ ------------ ------------- ------------
Stockholders' Equity.................... 170,492,000 147,160,000 (147,160,000) 170,492,000
------------ ------------ ------------- ------------
$607,060,800 $654,181,800 $(466,732,200) $794,510,400
============ ============ ============= ============

F-22

ROUNDY'S, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Year Ended January 1, 2000

Combined
Roundy's, Inc. Subsidiaries Total
-------------- ------------ ------------

Net Cash Flows From Operating Activities: $ 53,986,000 $ (1,254,800) $ 52,731,200
Cash Flows From Investing Activities:
Acquisition of property and businesses--net of proceeds... (16,600,000) (25,717,600) (42,317,600)
Other..................................................... 743,800 (3,127,200) (2,383,400)
------------ ------------ ------------
Net cash flows used in investing activities............... (15,856,200) (28,844,800) (44,701,000)
------------ ------------ ------------
Cash Flows From Financing Activities:
Proceeds from long-term borrowings........................
Reductions in debt........................................ (10,125,300) (34,400) (10,159,700)
Intercompany--net......................................... (25,696,200) 25,696,200
Common stock and debt issuance costs...................... (1,579,200) (1,579,200)
------------ ------------ ------------
Net cash flows (used in) provided by financing activities. (37,400,700) 25,661,800 (11,738,900)
------------ ------------ ------------
Net Increase (Decrease) in Cash and Cash Equivalents......... 729,100 (4,437,800) (3,708,700)
Cash And Cash Equivalents, Beginning Of Year................. 55,635,100 16,459,400 72,094,500
------------ ------------ ------------
Cash And Cash Equivalents, End Of Year....................... $ 56,364,200 $ 12,021,600 $ 68,385,800
============ ============ ============

F-23

ROUNDY'S, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Year Ended December 30, 2000

Combined
Roundy's, Inc. Subsidiaries Total
-------------- ------------ -------------

Net Cash Flows From Operating Activities: $ 29,566,600 $ 51,689,400 $ 81,256,000
Cash Flows From Investing Activities:
Capital expenditures--net of proceeds.................. (9,256,400) (23,588,800) (32,845,200)
Payment for business acquisitions net of cash acquired. (128,615,400) (128,615,400)
Other.................................................. 684,600 8,693,000 9,377,600
------------- ------------ -------------
Net cash flows used in investing activities............ (137,187,200) (14,895,800) (152,083,000)
------------- ------------ -------------
Cash Flows From Financing Activities:
Proceeds from long-term borrowings..................... 175,494,700 175,494,700
Reductions in debt..................................... (128,359,000) (31,400) (128,390,400)
Intercompany receivables--net.......................... 30,693,500 (30,693,500)
Common stock and debt issuance costs................... (4,769,800) (4,769,800)
------------- ------------ -------------
Net cash flows provided by (used in) financing activities. 73,059,400 (30,724,900) 42,334,500
------------- ------------ -------------
Net (Decrease) Increase in Cash and Cash Equivalents...... (34,561,200) 6,068,700 (28,492,500)
Cash And Cash Equivalents, Beginning Of Year.............. 56,364,200 12,021,600 68,385,800
------------- ------------ -------------
Cash And Cash Equivalents, End Of Year.................... $ 21,803,000 $ 18,090,300 $ 39,893,300
============= ============ =============

F-24

ROUNDY'S, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Year Ended December 29, 2001

Combined
Roundy's, Inc. Subsidiaries Total
-------------- ------------ -------------

Net Cash Flows From Operating Activities: $ 14,691,600 $ 61,589,300 $ 76,280,900
Cash Flows From Investing Activities:
Capital expenditures--net of proceeds..................... (7,071,200) (21,151,300) (28,222,500)
Payment for business acquisitions net of cash acquired.... (78,828,400) (78,828,400)
Other..................................................... 647,200 1,008,800 1,656,000
------------ ------------ -------------
Net cash flows used in investing activities............... (85,252,400) (20,142,500) (105,394,900)
------------ ------------ -------------
Cash Flows From Financing Activities:
Proceeds from long-term borrowings........................ 88,000,000 88,000,000
Reductions in debt........................................ (47,800,000) (255,800) (48,055,800)
Intercompany receivables--net............................. 36,902,000 (36,902,000)
Common stock and debt issuance costs...................... (5,207,000) (5,207,000)
------------ ------------ -------------
Net cash flows provided by (used in) financing activities. 71,895,000 (37,157,800) 34,737,200
------------ ------------ -------------
Net Increase in Cash and Cash Equivalents.................... 1,334,200 4,289,000 5,623,200
Cash And Cash Equivalents, Beginning Of Year................. 21,803,000 18,090,300 39,893,300
------------ ------------ -------------
Cash And Cash Equivalents, End Of Year....................... $ 23,137,200 $ 22,379,300 $ 45,516,500
============ ============ =============

15. SUBSEQUENT EVENT DISCLOSURE

The Board of Directors of Roundy's, Inc. has authorized a Share Exchange
Agreement between Roundy's and Roundy's Acquisition Corp. ("Buyer"), a
corporation formed by Willis Stein & Partners III, L.P., pursuant to which the
Buyer will acquire all of the issued and outstanding common stock of Roundy's.

F-25

ROUNDY'S, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

MARCH 30, 2002
(UNAUDITED)

March 30, 2002
--------------

ASSETS
CURRENT ASSETS:
Cash and cash equivalents............................................ $ 48,714,400
Notes and accounts receivable, less allowance for losses, $6,745,300. 82,154,400
Merchandise inventories.............................................. 228,967,000
Prepaid expenses..................................................... 15,037,700
Deferred income tax benefits......................................... 9,693,000
------------
Total Current Assets.......................................... 384,566,500
------------
OTHER ASSETS:
Goodwill--net........................................................ 114,131,400
Other assets--net.................................................... 3,809,600
Notes receivable, less allowance for losses $1,300,000............... 5,325,400
Other real estate.................................................... 6,082,300
------------
Total Other Assets............................................ 129,348,700
------------
PROPERTY AND EQUIPMENT--Net............................................. 263,685,400
------------
$777,600,600
============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt................................. $ 34,217,000
Accounts payable..................................................... 220,193,800
Accrued expenses..................................................... 99,086,600
Income taxes......................................................... 8,308,300
------------
Total Current Liabilities..................................... 361,805,700
LONG-TERM DEBT, LESS CURRENT MATURITIES................................. 180,778,000
OTHER LIABILITIES....................................................... 42,368,400
DEFERRED INCOME TAXES................................................... 885,000
------------
Total Liabilities............................................. 585,837,100
------------
REDEEMABLE CLASS B COMMON STOCK......................................... 9,244,100
------------
STOCKHOLDERS' EQUITY:
Common Stock:
Voting (Class A)................................................. 12,400
Non-Voting (Class B)............................................. 1,421,300
------------
Total Common Stock............................................ 1,433,700
Patronage dividends payable in common stock.............................
Additional paid-in capital.............................................. 51,638,200
Reinvested earnings..................................................... 156,093,000
------------
Total......................................................... 209,164,900
Less: Treasury stock, at cost (145,615 Class B Shares).................. 18,327,500
Accumulated other comprehensive loss................................. 8,318,000
------------
Total Stockholders' Equity.................................... 182,519,400
------------
$777,600,600
============

See Notes to Condensed Consolidated Financial Statements.

F-26

ROUNDY'S, INC. AND SUBSIDIARIES
CONDENSED STATEMENTS OF CONSOLIDATED EARNINGS

FOR THE THIRTEEN WEEKS ENDED
MARCH 31, 2001 AND MARCH 30, 2002

(UNAUDITED)

Thirteen Weeks Ended
March 31, 2001 March 30, 2002
-------------- --------------

REVENUES:
Net sales and service fees... $717,739,900 $880,201,300
Other--net................... 477,400 386,800
------------ ------------
718,217,300 880,588,100
------------ ------------
COSTS AND EXPENSES:
Cost of sales................ 611,106,200 730,790,100
Operating and administrative. 93,235,200 126,183,200
Interest..................... 4,269,000 3,726,100
------------ ------------
708,610,400 860,699,400
------------ ------------
EARNINGS BEFORE INCOME TAXES.... 9,606,900 19,888,700
PROVISION FOR INCOME TAXES...... 4,131,000 8,154,400
------------ ------------
NET EARNINGS.................... $ 5,475,900 $ 11,734,300
============ ============

See Notes to Condensed Consolidated Financial Statements.

F-27

ROUNDY'S, INC. AND SUBSIDIARIES
CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS

FOR THE THIRTEEN WEEKS ENDED MARCH 31, 2001 AND MARCH 30, 2002
(UNAUDITED)

Thirteen Weeks Ended
----------------------------
March 31, 2001 March 30, 2002
-------------- --------------

Cash Flows From Operating Activities:
Net earnings.............................................................. $ 5,475,900 $ 11,734,300
Adjustments to reconcile net earnings to net cash flows provided by (used in)
operating activities:
Depreciation and amortization............................................. 8,966,900 10,198,400
Decrease in allowance for losses.......................................... (282,400)
(Gain) loss on sale of property and equipment............................. (24,300) 32,600
(Increase) decrease in operating assets:
Notes and accounts receivable............................................. 2,984,700 (7,088,100)
Merchandise inventories................................................... 4,837,000 18,600,100
Prepaid expenses.......................................................... 867,000 2,712,200
Other assets.............................................................. (334,700) (680,200)
Increase(decrease) in operating liabilities:
Accounts payable.......................................................... (28,658,300) (23,455,500)
Accrued expenses.......................................................... (3,391,300) 1,398,300
Income taxes.............................................................. 1,233,000 6,992,700
Other liabilities......................................................... 568,200 29,800
------------ ------------
Net cash flows (used in) provided by operating activities.................... (7,475,900) 20,192,200
------------ ------------
Cash Flows From Investing Activities:
Capital expenditures...................................................... (3,879,600) (3,701,900)
Proceeds from sale of property and equipment and other productive assets.. 141,300 19,600
Other real estate......................................................... (33,800) (63,200)
Decrease in notes receivable.............................................. 1,016,100 360,600
------------ ------------
Net cash flows used in investing activities.................................. (2,756,000) (3,384,900)
------------ ------------
Cash Flows From Financing Activities:
Proceeds from long-term borrowings........................................ 5,000,000
Reductions in debt........................................................ (1,962,200) (13,553,500)
Proceeds from sale of common stock........................................ 300
Common stock purchased.................................................... (647,500) (56,200)
------------ ------------
Net cash flows provided by (used in) financing activities.................... 2,390,300 (13,609,400)
------------ ------------
Net (decrease) increase in cash and cash equivalents......................... (7,841,600) 3,197,900
Cash and cash equivalents, beginning of period............................... 39,893,300 45,516,500
------------ ------------
Cash and cash equivalents, end of period..................................... $ 32,051,700 $ 48,714,400
============ ============
Cash paid during the period:
--Interest................................................................ $ 3,727,700 $ 3,728,000
--Income Taxes............................................................ 2,931,400 1,161,700
Supplemental Noncash Financing Activities:
Increase/(decrease) Interest rate swap liability, net of tax.............. 2,876,000 (349,000)

See Notes to Condensed Consolidated Financial Statements.

F-28

ROUNDY'S, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(1)In the opinion of the Company, the accompanying condensed consolidated
financial statements contain all adjustments (consisting only of normal
recurring accruals) necessary to present fairly the consolidated financial
position as of March 30, 2002 and the consolidated results of operations for
the thirteen weeks ended March 31, 2001 and March 30, 2002, and changes in
consolidated cash flows for the thirteen weeks ended March 31, 2001 and
March 30, 2002. Certain amounts previously reported have been reclassified
to conform to the current presentation.

(2)The consolidated results of operations for the thirteen weeks ended March
31, 2001 and March 30, 2002 are not necessarily indicative of the results to
be expected for the full fiscal year.

(3)Earnings per share are not presented because they are not deemed to be
meaningful.

(4)Class B common stock that is subject to redemption is reflected outside of
stockholders' equity. As of March 30, 2002, 54,313 shares were subject to
redemption. The Class B common stock subject to redemption is payable over a
five year period based upon the book value at the preceding fiscal year-end.
(5)During 2001, the Emerging Issues Task Force ("EITF") reached a consensus on
EITF 01-9, "Accounting for Consideration Given by a Vendor to a Customer or
a Reseller of the Vendor's Products." This pronouncement relates to the
income statement classification of sales incentives and requires that the
Company classify certain sales promotions offered to its retail customers as
a reduction of net sales (versus cost of sales as previously recorded). The
Company has adopted this pronouncement effective December 30, 2001. Net
sales and service fees and cost of sales have been reduced by approximately
$12.9 million and $16.4 million for the thirteen weeks ended March 31, 2001
and March 30, 2002, respectively.

(6)In June 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets." SFAS No. 142 requires that goodwill and intangible assets with
indefinite useful lives recorded for acquisitions completed subsequent to
June 30, 2001 no longer be amortized and the amortization of goodwill and
intangible assets with indefinite useful lives recorded for acquisitions
completed prior to June 30, 2001 cease upon adoption of the statement.
Instead, the carrying value of goodwill and intangible assets with
indefinite useful lives will be evaluated for impairment on an annual basis.
The Company adopted SFAS No. 142 on December 30, 2001.

In connection with the adoption of SFAS No. 142, the Company is required to
compare the fair value of its reporting units to the carrying value of the
net assets of the respective reporting units. As of March 30, 2002, the
Company has not completed this first step of the transitional goodwill
impairment test.

As required by SFAS No. 142, the results for periods prior to its adoption
have not been restated. The following table reconciles the reported net
income to that which would have resulted for the three months ended March
31, 2001 if SFAS No. 142 had been adopted effective December 31, 2000.

Net Income........................... $5,475,900
Goodwill amortization, net of tax. 877,900
----------
Pro Forma net income................. $6,353,800
==========

Goodwill at March 30, 2002 and December 29, 2001:

Balance at December 29, 2001.. $113,616,200
Purchase Accounting Adjustment 515,200
------------
Balance at March 30, 2002..... $114,131,400
============

F-29

ROUNDY'S, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Other intangible assets at March 30, 2002 were immaterial.

(7)Comprehensive income for the thirteen weeks ended March 31, 2001 and March
30, 2002 was $2,599,900 and 12,083,300, respectively.

(8)Segment Reporting. The Company and its subsidiaries sell and distribute food
and nonfood products that are typically found in supermarkets primarily
located in the Midwest. The Company's wholesale distribution segment sells
to both Company-owned and independent retail food stores, while the retail
segment sells directly to the consumer.

Eliminations represent the activity between wholesale and Company-owned
retail stores. Inter-segment revenues are recorded at amounts consistent
with those charged to independent retail stores.

Identifiable assets are those used exclusively by that industry segment.
Corporate assets are principally cash and cash equivalents, notes
receivable, transportation equipment, corporate office facilities and
equipment.

Thirteen Weeks Ended
----------------------------
March 31, 2001 March 30, 2002
-------------- --------------

NET SALES AND SERVICE FEES:
Wholesale.................................. $ 632,050,400 $ 735,373,700
Retail..................................... 256,730,000 384,714,600
Eliminations............................... (171,040,500) (239,887,000)
------------- -------------
TOTAL.................................. $ 717,739,900 $ 880,201,300
============= =============
EARNINGS BEFORE INCOME TAXES, DEPRECIATION AND
AMORTIZATION:
Wholesale.................................. $ 13,561,700 $ 18,775,000
Retail..................................... 6,239,900 12,855,800
Corporate.................................. (1,227,800) (1,543,700)
------------- -------------
TOTAL.................................. $ 18,573,800 $ 30,087,100
============= =============
DEPRECIATION AND AMORTIZATION:
Wholesale.................................. $ 2,068,900 $ 2,569,200
Retail..................................... 4,771,300 5,154,900
Corporate.................................. 2,126,600 2,474,300
------------- -------------
TOTAL.................................. $ 8,966,800 $ 10,198,400
============= =============
INTEREST:
Wholesale.................................. $ 455,300 $ 1,104,700
Retail..................................... 3,126,100 2,989,100
Corporate.................................. 687,500 (367,700)
------------- -------------
TOTAL.................................. $ 4,268,900 $ 3,726,100
============= =============
IDENTIFIABLE ASSETS (AT PERIOD END):
Wholesale.................................. $ 357,070,100
Retail..................................... 323,815,500
Corporate.................................. 96,715,000
-------------
TOTAL.................................. $ 777,600,600
=============

(9)Subsequent Event Disclosure. The Board of Directors of Roundy's, Inc. has
authorized a Share Exchange Agreement between Roundy's and Roundy's
Acquisition Corp. ("Buyer"), a subsidiary of Willis Stein & Partners III,
L.P. pursuant to which the Buyer will acquire all of the issued and
outstanding common stock of Roundy's.

F-30

NOTE:THIS IS A COPY OF A REPORT PREVIOUSLY ISSUED BY ARTHUR ANDERSEN LLP, THE
COPPS CORPORATION'S FORMER INDEPENDENT ACCOUNTANTS. THIS REPORT HAS NOT
BEEN REISSUED BY ARTHUR ANDERSEN LLP IN CONNECTION WITH THE FILING OF THE
REGISTRATION STATEMENT OF WHICH THIS PROSPECTUS IS A PART.

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors of The Copps Corporation:

We have audited the accompanying consolidated balance sheet of The Copps
Corporation (a Wisconsin corporation) and subsidiaries as of January 26, 2001,
and the related consolidated statements of income, shareholders' investment and
cash flows for the fiscal year then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of The Copps
Corporation and subsidiaries as of January 26, 2001 and the results of their
operations and their cash flows for the fiscal year then ended in conformity
with accounting principles generally accepted in the United States.

ARTHUR ANDERSEN LLP

Milwaukee, Wisconsin
April 11, 2001

F-31

THE COPPS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

January 26,
2001
- - ------------

ASSETS
CURRENT ASSETS:
Cash and cash equivalents.............................................. $ 16,316,000
Accounts receivable, less allowances of $285,000....................... 6,756,000
Inventories, less adjustment to last-in, first-out cost of $10,575,000. 37,380,000
Income taxes receivable................................................ 203,000
Deferred income tax benefits........................................... 2,734,000
Prepaid expenses....................................................... 1,108,000
------------
Total current assets............................................... 64,497,000
PROPERTY AND EQUIPMENT:
Land and land improvements............................................. 5,883,000
Buildings.............................................................. 24,018,000
Leasehold improvements................................................. 7,749,000
Fixtures and equipment................................................. 76,501,000
Construction in progress............................................... 6,517,000
Assets under capital lease............................................. 15,149,000
------------
135,817,000
Less accumulated depreciation and amortization......................... 68,802,000
------------
Net property and equipment......................................... 67,015,000
OTHER ASSETS:
Cash surrender value of life insurance................................. 1,173,000
Goodwill and other assets, net of accumulated amortization of $535,000. 3,393,000
Long-term receivables, less allowances of $203,000..................... 515,000
------------
Total other assets................................................. 5,081,000
------------
$136,593,000
============
LIABILITIES AND SHAREHOLDERS' INVESTMENT
CURRENT LIABILITIES:
Accounts payable....................................................... $ 18,507,000
Amounts payable to bank................................................ 11,584,000
Accrued liabilities.................................................... 12,223,000
Current maturities of long-term debt and capital lease obligations..... 2,615,000
------------
Total current liabilities.......................................... 44,929,000
LONG-TERM DEBT............................................................ 2,087,000
CAPITAL LEASE OBLIGATIONS................................................. 13,957,000
DEFERRED INCOME TAXES..................................................... 1,098,000
OTHER LONG-TERM LIABILITES................................................ 5,040,000
SHAREHOLDERS' INVESTMENT:
Common stock........................................................... 919,000
Capital in excess of par value......................................... 324,000
Retained earnings...................................................... 68,239,000
------------
Total shareholders' investment..................................... 69,482,000
------------
$136,593,000
============

The accompanying notes to consolidated financial statements are
an integral part of this statement.

F-32

THE COPPS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF INCOME

For the Fiscal
Year Ended
January 26,
2001
--------------

NET SALES..................... $630,854,000
COST OF SALES................. 487,041,000
------------
Gross profit............... 143,813,000
NET OPERATING EXPENSES........ 136,240,000
PROVISION FOR CLOSED STORES... 2,839,000
------------
Income from operations..... 4,734,000
INTEREST EXPENSE.............. 1,179,000
------------
Income before income taxes. 3,555,000
PROVISION FOR INCOME TAXES.... 832,000
------------
Net income................. $ 2,723,000
============

The accompanying notes to consolidated financial statements are
an integral part of this statement.

F-33

THE COPPS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF SHAREHOLDERS' INVESTMENT

Common Stock Capital in
- ---------------- Excess of Retained
Shares Amount Par Value Earnings
- ------ --------- ---------- -----------

BALANCE, JANUARY 28, 2000 919 $919,000 $324,000 $65,516,000
Net income............ 2,723,000
--- --------- -------- -----------
BALANCE, JANUARY 26, 2001 919 $919,000 $324,000 $68,239,000
=== ========= ======== ===========

As of January 26, 2001, 2,500 shares of $1,000 par value common stock were
authorized for issuance.

The accompanying notes to consolidated financial statements are
an integral part of this statement.

F-34

THE COPPS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

For the Fiscal
Year Ended
January 26,
2001
--------------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income......................................................................... $ 2,723,000
Adjustments to reconcile net income to net cash provided by operating activities--
Provision for closed stores........................................................ 2,839,000
Depreciation and amortization...................................................... 9,069,000
Deferred income taxes.............................................................. (1,780,000)
Loss on sale of property and equipment............................................. 25,000
Changes in components of working capital--
Accounts and income taxes receivable........................................... 169,000
Inventories.................................................................... (104,000)
Prepaid expenses............................................................... 164,000
Accounts payable............................................................... 780,000
Amounts payable to bank........................................................ 1,065,000
Accrued liabilities............................................................ (20,000)
Other long-term assets and liabilities......................................... 1,004,000
-------------
Net cash provided by operating activities.......................................... 15,934,000
-------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and equipment.............................................. (14,754,000)
Proceeds from sale of property and equipment....................................... 730,000
-------------
Net cash used in investing activities.......................................... (14,024,000)
-------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of long-term debt.......................................................... (2,269,000)
Payments under capital lease obligations........................................... (318,000)
-------------
Net cash used in financing activities.......................................... (2,587,000)
-------------
Net decrease in cash and cash equivalents...................................... (677,000)
CASH AND CASH EQUIVALENTS, beginning of year.......................................... 16,993,000
-------------
CASH AND CASH EQUIVALENTS, end of year................................................ $ 16,316,000
=============
ADDITIONAL CASH FLOW INFORMATION:
Cash paid for--
Interest....................................................................... $ 1,715,000
Income taxes................................................................... 2,451,000

The accompanying notes to consolidated financial statements are
an integral part of this statement.

F-35

THE COPPS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--

(a) Basis of Consolidation and Description of Business--

The accompanying consolidated financial statements include the accounts
of The Copps Corporation and its subsidiaries (the "Company"). All
significant intercompany accounts and transactions have been eliminated.

The Company is in the food distribution business in various communities
throughout Wisconsin and Michigan's upper peninsula. The Company sells at
the retail level through its own stores and is a wholesale supplier to
various independently-owned and managed stores. The Company's accounts and
notes receivable, as well as its long-term receivables, are primarily from
these independent stores, and are generally secured by the stores'
inventories.

(b) Accounting Period--

The Company's fiscal year ends on the last Friday in January. The 2001
fiscal year was a 52 week period, ending on January 26, 2001.

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

(d) Revenue Recognition--

Wholesale revenues are recognized when product is shipped. Retail
revenues are recognized at the point of sale.

(e) Cash and Cash Equivalents--

The Company generally considers all highly liquid investments with a
maturity of three months or less when purchased to be cash equivalents.

(f) Inventories--

Inventories are stated at cost which is not in excess of market. For
substantially all inventories (81% at January 26, 2001) cost is determined
on a last-in, first-out (LIFO) basis.

(g) Property and Equipment--

Property and equipment are stated at cost. Major renewals and betterments
are capitalized, while replacements, maintenance and repairs which do not
improve or extend the useful life of the respective assets are expensed as
incurred. When property and equipment is disposed of, the related costs and
accumulated depreciation are removed from the accounts, and gains or losses
on disposition are included in the consolidated statement of income.

Depreciation is calculated using the straight-line method for financial
reporting purposes and accelerated methods for income tax purposes.
Depreciation expense is based on the following estimated useful lives for
financial reporting purposes: buildings, 18-39 years; fixtures and
equipment, 5-10 years;

F-36

THE COPPS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

land improvements, 20 years. Leasehold improvements are generally amortized
over the shorter of the life of the improvements or the remaining term of
the lease.

Properties leased under capital leases are amortized using the
straight-line method over the related lease periods, which approximate the
useful lives of the properties.

(h) Goodwill--

Goodwill represents the excess of purchase price over identifiable net
assets of an acquired business or assets. The Company amortizes goodwill
over a useful life of 40 years. The Company periodically evaluates whether
events or circumstances have impaired this asset. If an impairment would
occur, the Company would either reduce its carrying value or its remaining
estimated useful life.

(i) New Stores--

New store opening costs are expensed as incurred. New stores which are
constructed by the Company are generally sold and leased back upon
completion.

(j) Life Insurance Policies--

The Company maintains life insurance policies on officers and key
personnel. The face amounts of the policies of which the Company is the sole
beneficiary totaled $1,128,000 as of January 26, 2001.

(k) Advertising--

The Company expenses advertising costs as incurred. Advertising expense
totaled $5,289,000 for the fiscal year ended January 26, 2001.

(l) Shipping and Handling Revenues--

The Company records shipping and handling revenue charged to customers as
net sales and shipping and handling costs as operating expenses. Shipping
and handling costs were $4,483,000 in 2001.

(2) LONG-TERM DEBT--

Long-term debt consists of the following as of January 26, 2001:

2001
----------

9.78% senior notes with quarterly principal installments of $375,000 until October 1,
2002............................................................................... $2,625,000
6.7% note with quarterly principal installments of $192,000 until
March 1, 2003...................................................................... 1,731,000
----------
4,356,000
Less--current maturities............................................................. 2,269,000
----------
$2,087,000
==========

F-37

THE COPPS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

The amount of long-term debt payable in each of the following fiscal years
is as follows:

Fiscal Year: Amount
------------ ----------

2002............. $2,269,000
2003............. 1,895,000
2004............. 192,000
----------
Total..... $4,356,000
==========

Certain debt agreements contain various covenants, including limitations on
annual expenditures for fixed assets and rentals, selling a substantial part of
Company assets, cash dividend payments not exceeding 50% of consolidated
adjusted net income in any fiscal year, guaranteeing obligations of others,
issuing or selling stock, consolidating or merging, and requirements as to
maintenance of tangible net worth, working capital, current ratio, funded
indebtedness, debt service coverage and coverage of fixed charges, among
others, all as defined in the respective agreements. As of January 26, 2001,
the Company had violated one of the financial covenants, however, this
violation was subsequently waived by the lender.

Based upon interest rates currently available to the Company, a long-term
debt portfolio with similar terms and maturities would have a fair market value
which approximates the carrying amount at January 26, 2001.

The Company also maintains a $10,000,000 unsecured line of credit which
expires June 30, 2002. The interest rate on any borrowings is at the lesser of
prime or LIBOR plus 1.25%. There were no borrowings under the line of credit at
January 26, 2001.

(3) LEASES--

It is the Company's policy to lease certain store facilities under long-term
agreements. In a few instances, the leases provide for increased rental amounts
based on a percentage of sales in excess of stipulated amounts. Renewal options
are available for periods of two to five years under the terms identical to the
initial lease. Purchase options are available under some of the leases. Several
of these store leases represent capital leases.

A summary of assets under capital leases at January 26, 2001 is as follows:

2001
-----------

Capital leases................ $15,149,000
Less--accumulated amortization 2,212,000
-----------
$12,937,000
===========

F-38

THE COPPS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

The following is a schedule of the future minimum lease payments due under
capital leases, together with the present value of the minimum lease payments,
as of January 26, 2001:

Fiscal Year: Amount
------------ -----------

2002....................................... $ 1,564,000
2003....................................... 1,564,000
2004....................................... 1,573,000
2005....................................... 1,575,000
2006....................................... 1,575,000
Thereafter................................. 19,918,000
-----------
Total minimum lease payments............ 27,769,000
Less--amount representing interest...... 13,466,000
-----------
Present value of minimum lease payments. 14,303,000
Less--current maturities................ 346,000
-----------
$13,957,000
===========

In addition, the Company leases transportation equipment (principally
tractors and trailers) and certain other office and store equipment under
leases which do not exceed seven years. These leases, along with leases for
certain store facilities, have been accounted for as operating leases.

The following is a schedule of future minimum lease payments required under
operating leases that have noncancelable lease terms in excess of one year as
of January 26, 2001:

Fiscal Year: Amount
------------ -----------

2002............................................................. $ 5,041,000
2003............................................................. 4,658,000
2004............................................................. 4,326,000
2005............................................................. 4,038,000
2006............................................................. 3,960,000
Thereafter....................................................... 22,914,000
-----------
Total minimum payments........................................ 44,937,000
Less-minimum amounts receivable under noncancelable subleases. 4,565,000
-----------
Net minimum lease payments.................................... $40,372,000
===========

Rental expense for all operating leases totaled $6,799,000 in fiscal 2001.
These amounts included $1,484,000 in fiscal 2001 for contingent rentals,
primarily on transportation equipment, for which additional amounts are payable
based on actual miles of use. Rental income received under noncancelable
subleases totaled $679,000 in fiscal 2001.

F-39

THE COPPS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(4) INCOME TAXES--

The provision (benefit) for income taxes consists of:

2001
-----------

Current--
Federal. $ 2,182,000
State... 430,000
Deferred... (1,780,000)
-----------
$ 832,000
===========

The difference between the provision for income taxes and the expected tax
provision as calculated by multiplying income before income taxes by the
applicable Federal tax rate (34%) is due primarily to state income taxes and
adjustments related to completed tax examinations.

Deferred income tax assets and liabilities are recorded on temporary
differences at the tax rate expected to be in effect when the temporary
differences reverse. Temporary differences which give rise to deferred tax
assets and liabilities as of January 26, 2001 relate primarily to property and
equipment, pension obligations and other accruals and reserves established for
financial reporting purposes. No valuation allowance has been recorded related
to any of the deferred tax assets.

The components of the net deferred tax balances as of January 26, 2001 are
as follows:

2001
-----------

Current--
Deferred tax assets........... $ 2,734,000
-----------
Deferred income tax benefits..... $ 2,734,000
===========
Noncurrent--
Deferred tax assets........... $ 3,808,000
Deferred tax liabilities...... (4,906,000)
-----------
Net deferred income tax liability $(1,098,000)
===========

F-40

THE COPPS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(5) COMPANY SPONSORED PENSION PLANS--

The Company maintains a defined benefit pension plan covering substantially
all of its nonunion employees and a related supplemental plan for certain
members of management (the "Plans"). Plan benefits are determined based upon
years of service and compensation levels. The Company's funding policy is to
make annual contributions to the Plans approximating the minimum amount allowed
by applicable regulations. Plan assets are invested in pooled funds maintained
by the Plan's trustee.

Information regarding the Plans is as follows:

2001
------------

For the year ended January 1:
Annual pension expense................................. $ 962,000
Benefit payments....................................... 348,000
Employer contributions................................. 289,000

2001
As of January 1: ------------
Projected benefit obligation........................... $(17,712,000)
Plan assets, at fair market value...................... 14,146,000
------------
Funded status.......................................... $ (3,566,000)
============
Amounts recognized in the consolidated balance sheet--
Accrued pension liability.......................... $ 3,278,000
Intangible asset................................... 436,000

Assumptions used in determining the Plans' funded status as of January 1
were:

2001
----

Weighted-average discount rate.................. 7.50%
Rates of increase in compensation levels........ 5.00%
Expected long-term rate of return on plan assets 9.00%

Subsequent to the January 1, 2001 valuation, the Company contributed
$106,000 to the Plans.

(6) OTHER EMPLOYEE BENEFIT PLANS--

The Company has a savings and investment plan established pursuant to
Internal Revenue Code Section 401(k) whereby substantially all qualified
employees (all employees except warehouse union employees) may defer a portion
of their annual compensation through contributions to the plan. The Company
will match the employees' contributions to the plan up to one percent (1%) of
the defined portion of the employees' annual contribution. In fiscal 2001 such
matching contributions made by the Company totaled $414,000. All employee and
Company contributions are considered fully vested.

The Company also has a defined contribution 401(k) savings and investment
plan for warehouse employees included in a collective bargaining agreement.
Under the plan, eligible employees may contribute up to 15% of their salary
through payroll deductions. The plan does not provide for any mandatory or
discretionary contributions by the Company.

The Company also participates in a multiemployer pension plan not
administered by the Company. The Plan provides defined benefits to
substantially all warehouse and trucking employees covered by collective
bargaining

F-41

THE COPPS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

agreements. The Company has not undertaken to, and does not presently intend to
terminate, withdraw or partially withdraw from the multiemployer pension plan.

(7) STOCK OPTION PLAN--

The Company has a non-statutory stock option plan for selected officers. All
options under this plan are granted on a discretionary basis at an option price
equal to the estimated fair market value of the Company's common stock at the
date of grant. The options have contractual lives of 25 to 30 years and are
exercisable at the time of grant.

No options have been granted by the Company since fiscal 1996. In addition,
there was no option activity during fiscal 2001. At January 26, 2001, the
Company had 581 outstanding options to grant shares of common stock at a
weighted average price of $14,200 per share.

At January 26, 2001, the composition of the outstanding options, all of
which were exercisable was as follows:

Price Number of Average Remaining
Per Share Shares Contractual Lives
--------- --------- -----------------

$12,000. 459 20 years
$22,500 122 20 years

The Company measures compensation cost for the stock options using methods
prescribed by APB Opinion No. 25. Accordingly, no compensation expense has been
recorded for the plan in fiscal 2001.

(8) CLOSED STORES--

Prior to January 26, 2001, management approved a plan to close two Copps
Food Stores, one in Oshkosh, WI and one in Marshfield, WI. These stores were
subsequently closed in the first quarter of fiscal 2002. A provision of
$2,839,000 was recorded in fiscal 2001 for the estimated loss on the disposal
of facilities, equipment and remaining lease costs. The provision also included
the related employee and maintenance costs through the estimated disposal dates
of the stores.

(9) SUBSEQUENT EVENT--

On February 8, 2001, management signed a letter of intent to sell all of the
common stock of the Company to Roundy's, Inc. subject to final shareholder
approval.

F-42

THE COPPS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET
(UNAUDITED)

April 20,
2001
------------

ASSETS
CURRENT ASSETS:
Cash and cash equivalents.............................................. $ 13,393,000
Accounts receivable, less allowances of $284,000....................... 5,250,000
Inventories, less adjustment to last-in, first-out cost of $10,891,000. 38,215,000
Income taxes receivable................................................ 170,000
Deferred income tax benefits........................................... 2,750,000
Prepaid expenses....................................................... 1,597,000
------------
Total current assets............................................... 61,375,000
PROPERTY AND EQUIPMENT:
Land and land improvements............................................. 4,864,000
Buildings.............................................................. 21,831,000
Leasehold improvements................................................. 7,770,000
Fixtures and equipment................................................. 76,796,000
Construction in progress............................................... 8,745,000
Assets under capital leases............................................ 15,147,000
Assets available for sale.............................................. 3,307,000
------------
138,460,000
Less-accumulated depreciation and amortization......................... 70,782,000
------------
Net property and equipment......................................... 67,678,000
OTHER ASSETS:
Cash surrender value of life insurance................................. 1,192,000
Goodwill and other assets, net of accumulated amortization of $567,000. 3,361,000
Long-term receivables, less allowances of $203,000..................... 475,000
------------
Total other assets................................................. 5,028,000
------------
$134,081,000
============
LIABILITIES AND STOCKHOLDERS' INVESTMENT
CURRENT LIABILITIES:
Accounts payable....................................................... $ 18,619,000
Amounts payable to bank................................................ 7,210,000
Income taxes payable................................................... 579,000
Accrued liabilities.................................................... 13,578,000
Current maturities of long-term debt and capital lease obligations..... 2,615,000
------------
Total current liabilities.......................................... 42,601,000
LONG-TERM DEBT............................................................ 1,519,000
CAPITAL LEASE OBLIGATIONS................................................. 13,877,000
DEFERRED INCOME TAXES..................................................... 1,017,000
OTHER LONG-TERM LIABILITIES............................................... 4,831,000
STOCKHOLDERS' INVESTMENT
Common stock........................................................... 919,000
Capital in excess of par value......................................... 324,000
Retained earnings...................................................... 68,993,000
------------
Total stockholders' investment..................................... 70,236,000
------------
$134,081,000
============

The notes to consolidated financial statements should be read in conjunction
with this statement.

F-43

THE COPPS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF INCOME
For the Twelve Week Period Ending April 20, 2001
(UNAUDITED)

April 20,
2001
------------

NET SALES..................... $137,377,000
COST OF SALES................. 105,813,000
------------
Gross profit............... 31,564,000
NET OPERATING EXPENSES........ 30,136,000
------------
Income from operations..... 1,428,000
INTEREST EXPENSE.............. 191,000
------------
Income before income taxes. 1,237,000
PROVISION FOR INCOME TAXES.... 482,000
------------
Net income................. $ 755,000
============

The notes to consolidated financial statements should be read in conjunction
with this statement.

F-44

THE COPPS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS
For the Twelve Week Period Ending April 20, 2001
(UNAUDITED)

April 20, 2001
--------------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income......................................................................... $ 755,000
Adjustments to reconcile net income to net cash provided by operating activities--
Depreciation and amortization...................................................... 2,012,000
Deferred income taxes.............................................................. (97,000)
Accounts and income taxes receivable............................................... 1,538,000
Inventories........................................................................ (835,000)
Prepaid expenses................................................................... (489,000)
Accounts payable................................................................... 112,000
Amounts payable bank............................................................... (4,373,000)
Income taxes payable............................................................... 579,000
Accrued liabilities................................................................ 1,355,000
Other long-term assets and liabilities............................................. (189,000)
-----------
Net cash provided by operating activities...................................... 368,000
-----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and equipment.............................................. (2,644,000)
-----------

Net cash used in investing activities.......................................... (2,644,000)
-----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of long-term debt obligations.............................................. (567,000)
Payments under capital lease obligations........................................... (80,000)
-----------
Net cash used in financing activities.......................................... (647,000)
-----------

Net decrease in cash and cash equivalents...................................... (2,923,000)
CASH AND CASH EQUIVALENTS, beginning of period........................................ 16,316,000
-----------
CASH AND CASH EQUIVALENTS, end of period.............................................. $13,393,000
===========

ADDITIONAL CASH FLOW INFORMATION:
Cash paid for--
Interest....................................................................... $ 404,000
Income taxes................................................................... --

The notes to consolidated financial statements should be read in conjunction
with this statement.

F-45

THE COPPS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION

The consolidated financial statements include the accounts of The Copps
Corporation (the "Company") and its wholly owned subsidiaries and have been
prepared by the Company without audit. All adjustments which management
believes are necessary for a fair statement of results for the interim period
presented have been reflected and are of a normal recurring nature. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States have been condensed or omitted, although the Company believes
that the disclosures are adequate to make the information presented not
misleading. It is suggested these statements be read in conjunction with the
consolidated financial statements and notes thereto included in the Company's
latest Annual Report.

2. CLOSED STORES

In the fiscal year ended January 26, 2001 ("Fiscal 2001"), management
approved a plan to close two Copps Food Stores, one in Oshkosh, Wisconsin and
one in Marshfield, Wisconsin. These stores were closed in the period ended
April 20, 2001. The respective cost of the stores' land and land improvements
and buildings have been reclassified to assets available for sale.

3. INCOME TAXES

The difference between the provision for income taxes and the expected
income tax provision as calculated by multiplying income before income taxes by
the applicable federal tax rate (34%) is due primarily to state income taxes
and has been estimated at 39%.

4. SUBSEQUENT EVENT

On May 3, 2001, the shareholders of the Company and its subsidiaries
approved the sale of the Company's common stock to Roundy's, Inc. ("Roundy's")
for $95 million plus other adjustments. Effective May 19, 2001, Roundy's
purchased the Company's 1,500 shares of outstanding common stock in accordance
with a share exchange agreement ("Share Exchange") and became the sole
shareholder of the Company.

F-46

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

We have not authorized any dealer, salesperson or other person to give any
information or represent anything not contained in this prospectus. You must
not rely on any unauthorized information. This prospectus does not offer to
sell or buy any securities in any jurisdiction where it is unlawful. The
information in this prospectus is current as of August 2, 2002.

----------------------

TABLE OF CONTENTS

----------------------

Page
----

Prospectus Summary..................... 1
Summary Consolidated Financial Data.... 10
Risk Factors........................... 12
The Transactions....................... 21
Use Of Proceeds........................ 22
Exchange Offer; Registration Rights.... 23
Capitalization......................... 32
Unaudited Pro Forma Condensed Financial
Statements............................ 33
Management's Discussion And Analysis Of
Financial Condition And Results Of
Operations............................ 40
Business............................... 49
Management............................. 59
Certain Relationships And Related
Transactions.......................... 66
Principal Stockholders................. 68
Description Of Senior Credit Facility.. 69
Description Of Notes................... 71
Certain U.S. Federal Income Tax
Considerations........................ 118
Plan Of Distribution................... 122
Legal Matters.......................... 122
Where You Can Find Other Information... 123
Experts................................ 123
Index To Financial Statements.......... F-1

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

Roundy's, Inc.

[LOGO] Roundy"s
SINCE 1872

$225,000,000

Offer to exchange $225,000,000 8 7/8% Senior Subordinated Notes due 2012 for
any and all outstanding
8 7/8% Senior Subordinated Notes due 2012

---------------------------

PROSPECTUS

---------------------------

, 2002

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

PART II: INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 20: Indemnification of Directors and Officers.

Registrants Incorporated Under Michigan Law

Midland Grocery of Michigan, Inc. is incorporated under the laws of the
State of Michigan. Sections 450.1561-450.1571 of the Michigan Business
Corporation Act ("Michigan Statute") provides that a Michigan corporation may
indemnify any persons who are, or are threatened to be made, parties to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, other than an action by or in the
right of such corporation, by reason of the fact that such person is or was an
officer, director, employee or agent of such corporation, or is or was serving
at the request of such corporation as a director, officer, employee or agent of
another corporation or enterprise. The indemnity may include expenses,
including attorneys' fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding, provided such person acted in good faith and in a manner he
reasonably believed to be in or not opposed to the corporation's best interests
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe that his conduct was illegal. Similar provisions apply to actions
brought by or in the right of the corporation, except that no indemnification
shall be made without judicial approval if the officer or director is adjudged
to be liable to the corporation. Where an officer or director is successful on
the merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him or her against the expenses which such officer
or director has actually and reasonably incurred. Section 450.1567 of the
Michigan Statute further authorizes a corporation to purchase and maintain
insurance on behalf of any indemnified person against any liability asserted
against him or her and incurred by him or her in any indemnified capacity, or
arising out of his status as such, regardless of whether the corporation would
otherwise have the power to indemnify him or her under the Michigan Statute.

The articles of incorporation of Midland Grocery of Michigan, Inc. provide
that the corporation may indemnify any director to the fullest extent provided
by the Michigan Statute. In addition, the corporation shall indemnify its
directors for all liabilities arising from a breach of fiduciary duty except
for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
under Section 551(1) of the Michigan Statute, or (iv) for any transaction from
which the director derived any improper personal benefit. The bylaws provide
that the corporation must indemnify any persons who are, or are threatened to
be made, parties to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, other
than an action by or in the right of such corporation, by reason of the fact
that such person is or was an officer, director, employee or agent of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided such person acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the corporation's best interests and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that his conduct was illegal.
The bylaws also contain a similar indemnification provision with respect to
actions brought by or in the right of the corporation, except such provision is
permissive rather than mandatory and no indemnification shall be made without
judicial approval if the officer or director is adjudged to be liable to the
corporation. The bylaws also provide that the corporation may purchase and
maintain insurance for officers and directors against liabilities incurred
while acting in such capacities whether or not the corporation would be
empowered to indemnify such persons under the bylaws.

Registrants Incorporated Under Delaware Law

Cardinal Foods, Inc. is incorporated under the laws of the State of
Delaware. Section 145 of the Delaware General Corporation Law (the "Delaware
Statute") provides that a Delaware corporation may indemnify any persons who
are, or are threatened to be made, parties to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, other than an action by or in the right of such

II-1

corporation, by reason of the fact that such person is or was an officer,
director, employee or agent of such corporation, or is or was serving at the
request of such corporation as a director, officer, employee or agent of
another corporation or enterprise. The indemnity may include expenses,
including attorneys' fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding, provided such person acted in good faith and in a manner he
reasonably believed to be in or not opposed to the corporation's best interests
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe that his conduct was illegal. Similar provisions apply to actions
brought by or in the right of the corporation, except that no indemnification
shall be made without judicial approval if the officer or director is adjudged
to be liable to the corporation. Where an officer or director is successful on
the merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him or her against the expenses which such officer
or director has actually and reasonably incurred. Section 145 of the Delaware
Statute further authorizes a corporation to purchase and maintain insurance on
behalf of any indemnified person against any liability asserted against him or
her and incurred by him or her in any indemnified capacity, or arising out of
his status as such, regardless of whether the corporation would otherwise have
the power to indemnify him or her under the Delaware Statute.

The certificate of incorporation of Cardinal Foods, Inc. provides that the
corporation may indemnify any director to the fullest extent provided by the
Delaware Statute. In addition, the corporation shall indemnify its directors
for all liabilities arising from a breach of fiduciary duty except for
liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the Delaware Statute, or (iv) for any transaction from
which the director derived any improper personal benefit. The bylaws provide
that the corporation must indemnify any director or officer who is a party to
any threatened, pending or completed proceeding, to the extent the director or
officer has been successful on the merits or otherwise in the defense of the
proceeding, for all reasonable expenses incurred in the proceeding if the
director or officer was a party because he or she is a director of the
corporation. If the director or officer is not successful in defense of the
proceeding, a corporation must indemnify the director or officer unless the
liability was incurred as a result of the breach or failure to perform a duty
which the director or officer owes to the corporation and the breach or failure
to perform constitutes: (1) a willful failure to deal fairly with the
corporation or its shareholders in connection with a matter in which the
director or officer had a material conflict of interest; (2) a violation of the
criminal law, unless the person had reasonable cause to believe his or her
conduct was lawful or had no reasonable cause to believe his or her conduct was
unlawful; (3) a transaction from which the director or officer derived an
improper personal profit; or (4) willful misconduct. The bylaws also provide
that the corporation may purchase and maintain insurance for officers and
directors against liabilities incurred while acting in such capacities whether
or not the corporation would be empowered to indemnify such persons under the
bylaws.

Registrants Formed Under Indiana Law

Village Market, LLC is a limited liability company formed under the laws of
the State of Indiana. Section 23-18-4-2 of the Indiana Limited Liability
Company Act (the "Indiana Statute") provides that members and managers are not
liable in damages for any action taken or failure to act on behalf of the
company, unless the act or omission constitutes willful misconduct or
recklessness.

The articles of organization of Village Market, LLC do not provide for the
indemnification of officers or directors. Article XIII of the operating
agreement of Village Market, LLC provides that the company must indemnify any
persons who are, or are threatened to be made, parties to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that such person is or
was a manager or member of the company, or is or was serving at the request of
such company as a director, officer, partner, manager, member, trustee,
employee or agent of another corporation or enterprise. The indemnity may
include expenses, including attorneys' fees, judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection
with such action, suit or proceeding, provided such person acted in good faith
and in a manner he reasonably believed to be in or not opposed to the
corporation's best interests and, with respect to any criminal action or
proceeding, had no reasonable cause to

II-2

believe that his conduct was illegal. Where a manager or member is successful
on the merits or otherwise in the defense of any action referred to above, the
company must indemnify him or her against the expenses which such manager or
member has actually and reasonably incurred.

Registrants Incorporated Under Ohio Law

Scot Lad-Lima, Inc., Spring Lake Merchandise, Inc., and The Midland Grocery
Company are incorporated under the laws of the State of Ohio. Section 1701.13
of the Ohio General Corporation Law ("Ohio Statute") provides that an Ohio
corporation may indemnify any persons who are, or are threatened to be made,
parties to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, other than an action
by or in the right of such corporation, by reason of the fact that such person
is or was an officer, director, employee or agent of such corporation, or is or
was serving at the request of such corporation as a director, trustee, officer,
employee, member, manager, or agent of another corporation or enterprise. The
indemnity may include expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided such person acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the corporation's best interests and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that his conduct was illegal.
Similar provisions apply to actions brought by or in the right of the
corporation, except that no indemnification shall be made (i) without judicial
approval if the officer or director is adjudged to be liable to the corporation
and (ii) if the only liability asserted against such director is pursuant to
Section 1701.95 of the Ohio Statute regarding unlawful loans, dividends and
distribution of assets. Where an officer or director is successful on the
merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him or her against the expenses which such officer
or director has actually and reasonably incurred. Section 1701.13 of the Ohio
Statute further authorizes a corporation to purchase and maintain insurance on
behalf of any indemnified person against any liability asserted against him or
her and incurred by him or her in any indemnified capacity, or arising out of
his status as such, regardless of whether the corporation would otherwise have
the power to indemnify him or her under the Ohio Statute.

The articles of incorporation of Scot Lad-Lima, Inc., Spring Lake
Merchandise, Inc., and The Midland Grocery Company do not provide for the
indemnification of officers and directors. The bylaws of Spring Lake
Merchandise, Inc. and The Midland Grocery Company provide for indemnification
of officers and directors unless the liability was incurred as a result of the
breach or failure to perform a duty which the director or officer owes to the
corporation and the breach or failure to perform constitutes any of the
following: (1) a willful failure to deal fairly with the corporation or its
shareholders in connection with a matter in which the director or officer had a
material conflict of interest; (2) a violation of the criminal law, unless the
person had reasonable cause to believe his or her conduct was lawful or had no
reasonable cause to believe his or her conduct was unlawful; (3) a transaction
from which the director or officer derived an improper personal profit; (4)
willful misconduct; or (5) with respect to any matter or decision being
considered by the board of directors or any other officer, such director or
officer intentionally or recklessly: (i) makes any untrue statement or
disclosure to the board or other officer of known material information; (ii)
omits to state or otherwise disclose to the board or other officer of known
material information; or (iii) omits to state or otherwise disclose to the
board or other officer known material information which is (or reasonably
should be) known to the director or officer to be relevant to the matter or
decision under consideration, regardless of whether or not such information is
specifically requested by the board or other officer. These bylaws also provide
that the corporations may purchase and maintain insurance for officers and
directors against liabilities incurred while acting in such capacities whether
or not the corporations would be empowered to indemnify such persons under the
bylaws.

The bylaws of Scot Lad-Lima provide that the corporation must indemnify any
persons who are, or are threatened to be made, parties to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, other than an action by or in the right of
such corporation, by reason of the fact that such person is or was an officer,
director, trustee, employee or agent of such corporation, or is or was serving
at the request of such corporation as a director, officer, trustee, employee or
agent of another corporation

II-3

or enterprise. The indemnity may include expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding,
provided (i) such person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the corporation's best interests, (ii) with
respect to any criminal action or proceeding, such person had no reasonable
cause to believe that his conduct was illegal, and (iii) with respect to
actions brought by or in the right of the corporation, no indemnification shall
be made without judicial approval if the officer or director is adjudged to be
liable to the corporation. The bylaws further authorize the corporation to
purchase and maintain insurance on behalf of any indemnified person against any
liability asserted against him or her and incurred by him or her in any
indemnified capacity, or arising out of his status as such, regardless of
whether the corporation would otherwise have the power to indemnify him or her
under the Ohio Statute.

Registrants Incorporated Under Wisconsin Law

Roundy's, Inc., Holt Public Storage, Inc., Insurance Planners, Inc., I.T.A.,
Inc., Jondex Corp., Kee Trans, Inc., Mega Marts, Inc., Pick 'n Save Warehouse
Foods, Inc., Ropak, Inc., Rindt Enterprises, Inc., Scot Lad Foods, Inc.,
Shop-Rite, Inc., The Copps Corporation, and Ultra Mart Foods, Inc. are
incorporated under the laws of the State of Wisconsin. Sections 180.0850 to
180.0859 of the Wisconsin Business Corporation Law (the "Wisconsin Statute")
require a corporation to indemnify any director or officer who is a party to
any threatened, pending or completed proceeding, to the extent the director or
officer has been successful on the merits or otherwise in the defense of the
proceeding, for all reasonable expenses incurred in the proceeding if the
director or officer was a party because he or she is a director of the
corporation. If the director or officer is not successful in defense of the
proceeding, a corporation must indemnify the director or officer unless the
liability was incurred as a result of the breach or failure to perform a duty
which the director or officer owes to the corporation and the breach or failure
to perform constitutes: (1) a willful failure to deal fairly with the
corporation or its shareholders in connection with a matter in which the
director or officer had a material conflict of interest; (2) a violation of the
criminal law, unless the person had reasonable cause to believe his or her
conduct was lawful or had no reasonable cause to believe his or her conduct was
unlawful; (3) a transaction from which the director or officer derived an
improper personal profit; or (4) willful misconduct. A corporation's articles
of incorporation may limit its obligation to indemnify under these provisions.
The Wisconsin Statute also provides that a corporation may purchase and
maintain insurance for officers and directors against liabilities incurred
while acting in such capacities whether or not the corporation would be
empowered to indemnify such persons under the Wisconsin Statute. Expenses for
the defense of any action for which indemnification may be available may be
advanced by the corporation under certain circumstances. The indemnification
provided by the Wisconsin Statute is not exclusive of any other rights of
indemnification to which a director or officer of the corporation may be
entitled.

The articles of incorporation of Holt Public Storage, Inc., I.T.A., Inc. and
Kee Trans, Inc. provide for indemnification of officers and directors, and for
all money damages, except for those resulting from any matter in which the
officer or director was derelict in the performance of his or her duties to the
corporation, and, with respect to any criminal action or proceeding, acted in
good faith in what he or she considered to be the best interests of the
corporation and with no reasonable cause to believe the action was illegal. The
articles of incorporation of Roundy's, Inc., Insurance Planners, Inc., Jondex
Corp., Mega Marts, Inc., Pick 'n Save Warehouse Foods, Inc., Ropak, Inc., Rindt
Enterprises, Inc., Scot Lad Foods, Inc., Shop-Rite, Inc., The Copps
Corporation, and Ultra Mart Foods, Inc. do not provide for the indemnification
of their officers or directors.

The bylaws of Roundy's, Inc. and The Copps Corporation allow for
indemnification to the full extent provided by the Wisconsin Statute. The
bylaws of Holt Public Storage, Inc., Insurance Planners, Inc., I.T.A., Inc.,
Jondex Corp., Kee Trans, Inc., Pick 'n Save Warehouse Foods, Inc., Ropak, Inc.,
Scot Lad Foods, Inc., Shop-Rite, Inc., and Ultra Mart Foods, Inc. provide for
indemnification to the extent provided by the Wisconsin Statute, except if such
director or officer intentionally or recklessly, with respect to any matter or
decision being considered by the board of directors or other officer: (i) makes
any untrue statement or disclosure to the board or other officer of known
material information; (ii) omits to state or otherwise disclose to the board or
other officer of known material information; or (iii) omits to state or
otherwise disclose to the board or other officer known

II-4

material information which is (or reasonably should be) known to the director
or officer to be relevant to the matter or decision under consideration,
regardless of whether or not such information is specifically requested by the
board or other officer. These bylaws also provide that the corporations may
purchase and maintain insurance for officers and directors against liabilities
incurred while acting in such capacities whether or not the corporations would
be empowered to indemnify such persons under their bylaws. The bylaws of Mega
Marts, Inc. provide for indemnification of officers and directors except that
no indemnification shall be provided: (1) if such officer or director committed
acts of active and deliberate dishonesty with actual dishonest purpose and
intent that were material to the cause of action adjudicated, or that such
officer or director received an improper personal benefit, or (2) in respect of
any amount of any claim arising under Section 16(b) of the Securities Exchange
Act of 1934, as amended, or (3) in respect of any expense incurred by such
officer or director in his or her assertion of any claim against any person.
Item 21. Exhibits.

(a) Exhibits.

The attached Exhibit Index is incorporated by reference.

(b) Financial Statement Schedules.

The following financial statement schedule is included in this Registration
Statement:

Independent Auditors Report
Schedule VIII Valuation and Qualifying Accounts
All other schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission are not required under
the related instructions, are inapplicable or not material, or the information
called for thereby is otherwise included in the financial statements and
therefore has been omitted.

Item 22. Undertakings.

(a) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 20, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a directors, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue

(b) For purposes of determining any liability under the Securities Act, the
information omitted from the form of prospectus filed as a part of this
Registration Statement in reliance on Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be a part of this registration
statement as of the time it was declared effective.

(c) For purposes of determining any liability under the Securities Act, each
post-effective amendment that contains a form of prospectus shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

(d) The undersigned hereby undertakes to respond to requests for information
that is incorporated by reference into the prospectus pursuant to Items 4,
10(b), 11 or 13 of this Form, within one business day of receipt of such
request, and to send the incorporated documents by first class mail or other
equally prompt means. This includes information contained in documents filed
subsequent to the date of the registration statement through the date of
responding to the request.

(e) The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.

II-5

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Roundy's, Inc.
has duly caused this Registration Statement on Form S-4 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Pewaukee,
State of Wisconsin, on the 31st day of July, 2002.

ROUNDY'S, INC.

By: /S/ EDWARD G. KITZ
-----------------------------
Edward G. Kitz
Vice President, Secretary and
Treasurer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert A. Mariano, Darren W. Karst, and Edward
G. Kitz, and each of them, his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any or
all amendments (including post-effective amendments) to this registration
statement and any subsequent registration statement filed pursuant to Rule
462(b) under the Securities Act of 1933, as amended, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and power of attorney have been signed by the following
persons in the capacities indicated on the 31st day of July, 2002.

Signature Title
--------- -----

/S/ ROBERT A. MARIANO Chairman of the Board, Chief
- ----------------------------- Executive Officer and
Robert A. Mariano President (Principal
Executive Officer) and
Director

/S/ DARREN W. KARST Executive Vice President and
- ----------------------------- Chief Financial Officer
Darren W. Karst (Principal Financial and
Accounting Officer)

/S/ EDWARD G. KITZ Vice President, Secretary and
- ----------------------------- Treasurer
Edward G. Kitz

/S/ AVY H. STEIN Director
- -----------------------------
Avy H. Stein

- ----------------------------- Director
Mark P. Michaels

II-6

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Cardinal Foods,
Inc. has duly caused this Registration Statement on Form S-4 to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Pewaukee, State of Wisconsin, on the 31st day of July, 2002.

CARDINAL FOODS, INC.

By: /S/ EDWARD G. KITZ
-----------------------------
Edward G. Kitz
Vice President and Secretary

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Michael J. Schmitt, Darren W. Karst, and Edward
G. Kitz, and each of them, his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any or
all amendments (including post-effective amendments) to this registration
statement and any subsequent registration statement filed pursuant to Rule
462(b) under the Securities Act of 1933, as amended, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

Signature Title
--------- -----

/S/ MICHAEL J. SCHMITT President (Principal
- ----------------------------- Executive Officer)
Michael J. Schmitt

/S/ EDWARD G. KITZ Vice President, Secretary and
- ----------------------------- Director
Edward G. Kitz

/S/ DARREN W. KARST Vice President, Treasurer
- ----------------------------- (Principal Financial and
Darren W. Karst Accounting Officer) and
Director

II-7

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Holt Public
Storage, Inc. has duly caused this Registration Statement on Form S-4 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Pewaukee, State of Wisconsin, on the 31st day of July, 2002.

HOLT PUBLIC STORAGE, INC.

By: /S/ EDWARD G. KITZ
-----------------------------
Edward G. Kitz
Vice President and Secretary

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Darren W. Karst and Edward G. Kitz, and each of
them, his or her true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this registration statement and any
subsequent registration statement filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their, or his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

Signature Title
--------- -----

/S/ DARREN W. KARST President, Treasurer
- ----------------------------- (Principal Executive,
Darren W. Karst Financial and Accounting
Officer) and Director

/S/ EDWARD G. KITZ Vice President, Secretary and
- ----------------------------- Director
Edward G. Kitz

II-8

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Insurance
Planners, Inc. has duly caused this Registration Statement on Form S-4 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Pewaukee, State of Wisconsin, on the 31st day of July, 2002.

INSURANCE PLANNERS, INC.

By: /S/ EDWARD G. KITZ
-----------------------------
Edward G. Kitz
Vice President and Secretary

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints John P. White, Darren W. Karst, and Edward G.
Kitz, and each of them, his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any or
all amendments (including post-effective amendments) to this registration
statement and any subsequent registration statement filed pursuant to Rule
462(b) under the Securities Act of 1933, as amended, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

Signature Title
--------- -----

/S/ JOHN P. WHITE President (Principal
- ----------------------------- Executive Officer) and
John P. White Director

/S/ DAVID C. BUSCH Vice President
- -----------------------------
David C. Busch

/S/ EDWARD G. KITZ Vice President, Secretary
- ----------------------------- (Principal Financial
Edward G. Kitz Officer) and Director

/S/ SHERRY L. NOLL Treasurer
- -----------------------------
Sherry L. Noll

/S/ DARREN W. KARST Director (Principal
- ----------------------------- Accounting Officer)
Darren W. Karst

II-9

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, I.T.A., Inc. has
duly caused this Registration Statement on Form S-4 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Pewaukee, State
of Wisconsin, on the 31st day of July, 2002.

I.T.A., INC.

By: /S/ EDWARD G. KITZ
-----------------------------
Edward G. Kitz
Vice President and Secretary

POWER OF ATTORNEY

Signature Title
--------- -----

/S/ DARREN W. KARST President (Principal
- ----------------------------- Executive, Financial and
Darren W. Karst Accounting Officer);
Director

/S/ EDWARD G. KITZ Vice President, Secretary and
- ----------------------------- Director
Edward G. Kitz

/S/ JOHN P. WHITE Vice President, Treasurer and
- ----------------------------- Director
John P. White

II-10

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Jondex Corp. has
duly caused this Registration Statement on Form S-4 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Pewaukee, State
of Wisconsin, on the 31st day of July, 2002.

JONDEX CORP.

By: /S/ EDWARD G. KITZ
-----------------------------
Edward G. Kitz
Vice President and Secretary

POWER OF ATTORNEY

Signature Title
--------- -----

/S/ MICHAEL J. SCHMITT President (Principal
- ----------------------------- Executive Officer) and
Michael J. Schmitt Director

/S/ EDWARD G. KITZ Vice President, Secretary and
- ----------------------------- Director
Edward G. Kitz

/S/ DARREN W. KARST Vice President, Treasurer
- ----------------------------- (Principal Financial and
Darren W. Karst Accounting Officer) and
Director

II-11

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Kee Trans, Inc.
has duly caused this Registration Statement on Form S-4 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Pewaukee,
State of Wisconsin, on the 31st day of July, 2002.

KEE TRANS, INC.

By: /S/ EDWARD G. KITZ
-----------------------------
Edward G. Kitz
Vice President and Secretary

POWER OF ATTORNEY

Signature Title
--------- -----

/S/ DARREN W. KARST President (Principal
- ----------------------------- Executive, Financial and
Darren W. Karst Accounting Officer) and
Director

/S/ EDWARD G. KITZ Vice President, Secretary and
- ----------------------------- Director
Edward G. Kitz

/S/ JOHN E. PATERSON Vice President, Treasurer and
- ----------------------------- Director
John E. Paterson

II-12

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Mega Marts, Inc.
has duly caused this Registration Statement on Form S-4 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Pewaukee,
State of Wisconsin, on the 31st day of July, 2002.

MEGA MARTS, INC.

By: /S/ EDWARD G. KITZ
-----------------------------
Edward G. Kitz
Vice President and Secretary

POWER OF ATTORNEY

Signature Title
--------- -----

/S/ MICHAEL J. SCHMITT President (Principal
- ----------------------------- Executive Officer) and
Michael J. Schmitt Director

/S/ DAVID C. BUSCH Vice President, Treasurer and
- ----------------------------- Director
David C. Busch

/S/ EDWARD G. KITZ Vice President, Secretary
- ----------------------------- (Principal Financial
Edward G. Kitz Officer) and Director

/S/ DARREN W. KARST Director (Principal
- ----------------------------- Accounting Officer)
Darren W. Karst

/S/ GARY L. FRYDA Director
- -----------------------------
Gary L. Fryda

II-13

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Midland Grocery
of Michigan, Inc. has duly caused this Registration Statement on Form S-4 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Pewaukee, State of Wisconsin, on the 31st day of July, 2002.

MIDLAND GROCERY OF MICHIGAN, INC.

By: /S/ EDWARD G. KITZ
-----------------------------
Edward G. Kitz
Vice President, Secretary and
Treasurer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Marion H. Sullivan, Darren W. Karst, and Edward
G. Kitz, and each of them, his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any or
all amendments (including post-effective amendments) to this registration
statement and any subsequent registration statement filed pursuant to Rule
462(b) under the Securities Act of 1933, as amended, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

Signature Title
--------- -----

/S/ MARION H. SULLIVAN President (Principal
- ----------------------------- Executive Officer)
Marion H. Sullivan

/S/ EDWARD G. KITZ Vice President, Secretary,
- ----------------------------- Treasurer and Director
Edward G. Kitz (Principal Financial Officer)

/S/ DARREN W. KARST Director (Principal
- ----------------------------- Accounting Officer)
Darren W. Karst

/S/ MICHAEL J. SCHMITT Vice President and Director
- -----------------------------
Michael J. Schmitt

II-14

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Pick 'n Save
Warehouse Foods, Inc. has duly caused this Registration Statement on Form S-4
to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Pewaukee, State of Wisconsin, on the 31st day of July, 2002.

PICK 'N SAVE WAREHOUSE FOODS, INC.

By: /S/ EDWARD G. KITZ
-----------------------------
Edward G. Kitz
Vice President and Secretary

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints William J. Griffith, Darren W. Karst, and Edward
G. Kitz, and each of them, his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any or
all amendments (including post-effective amendments) to this registration
statement and any subsequent registration statement filed pursuant to Rule
462(b) under the Securities Act of 1933, as amended, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

Signature Title
--------- -----

/S/ WILLIAM J. GRIFFITH President, Treasurer
- ----------------------------- (Principal Executive
William J. Griffith Officer) and Director

/S/ EDWARD G. KITZ Vice President, Secretary
- ----------------------------- (Principal Financial
Edward G. Kitz Officer) and Director

/S/ DARREN W. KARST Director (Principal
- ----------------------------- Accounting Officer)
Darren W. Karst

/S/ DAVID C. BUSCH Director
- -----------------------------
David C. Busch

/S/ MICHAEL J. SCHMITT Director
- -----------------------------
Michael J. Schmitt

II-15

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Ropak Inc. has
duly caused this Registration Statement on Form S-4 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Pewaukee, State
of Wisconsin, on the 31st day of July, 2002.

ROPAK INC.

By: /S/ EDWARD G. KITZ
-----------------------------
Edward G. Kitz
Vice President, Secretary and
Treasurer

POWER OF ATTORNEY

Signature Title
--------- -----

/S/ DARREN W. KARST President (Principal
- ----------------------------- Executive, Financial and
Darren W. Karst Accounting Officer) and
Director

/S/ EDWARD G. KITZ Vice President, Secretary,
- ----------------------------- Treasurer and Director
Edward G. Kitz

/S/ MICHAEL J. SCHMITT Director
- -----------------------------
Michael J. Schmitt

II-16

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Rindt
Enterprises, Inc. has duly caused this Registration Statement on Form S-4 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Pewaukee, State of Wisconsin, on the 31st day of July, 2002.

RINDT ENTERPRISES, INC.

By: /S/ EDWARD G. KITZ
-----------------------------
Edward G. Kitz
Vice President and Secretary

POWER OF ATTORNEY

Signature Title
--------- -----

/S/ DARREN W. KARST President (Princpal
- ----------------------------- Executive, Financial and
Darren W. Karst Accounting Officer) and
Director

/S/ MICHAEL J. SCHMITT Vice President, Treasurer and
- ----------------------------- Director
Michael J. Schmitt

/S/ EDWARD G. KITZ Vice President, Secretary and
- ----------------------------- Director
Edward G. Kitz

/S/ DAVID C. BUSCH Director
- -----------------------------
David C. Busch

II-17

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Scot Lad Foods,
Inc. has duly caused this Registration Statement on Form S-4 to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Pewaukee, State of Wisconsin, on the 31st day of July, 2002.

SCOT LAD FOODS, INC.

By: /S/ EDWARD G. KITZ
-----------------------------
Edward G. Kitz
Vice President and Secretary

POWER OF ATTORNEY

Signature Title
--------- -----

/S/ DARREN W. KARST President, Treasurer
- ----------------------------- (Principal Executive,
Darren W. Karst Financial and Accounting
Officer) and Director

/S/ EDWARD G. KITZ Vice President, Secretary and
- ----------------------------- Director
Edward G. Kitz

II-18

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Scot Lad-Lima,
Inc. has duly caused this Registration Statement on Form S-4 to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Pewaukee, State of Wisconsin, on the 31st day of July, 2002.

SCOT LAD-LIMA, INC.

By: /S/ EDWARD G. KITZ
-----------------------------
Edward G. Kitz
Vice President and Secretary

POWER OF ATTORNEY

Signature Title
--------- -----

/S/ DARREN W. KARST President, Treasurer
- ----------------------------- (Principal Executive,
Darren W. Karst Financial and Accounting
Officer) and Director

/S/ EDWARD G. KITZ Vice President, Secretary and
- ----------------------------- Director
Edward G. Kitz

/S/ MICHAEL J. SCHMITT Director
- -----------------------------
Michael J. Schmitt

II-19

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Shop-Rite, Inc.
has duly caused this Registration Statement on Form S-4 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Pewaukee,
State of Wisconsin, on the 31st day of July, 2002.

SHOP-RITE, INC.

By: /S/ EDWARD G. KITZ
-----------------------------
Edward G. Kitz
Vice President and Secretary

POWER OF ATTORNEY

Signature Title
--------- -----

/S/ DAVID C. BUSCH President, Treasurer
- ----------------------------- (Principal
David C. Busch Executive Officer) and
Director

/S/ EDWARD G. KITZ Vice President, Secretary
- ----------------------------- (Principal Financial
Edward G. Kitz Officer) and Director

/S/ DARREN W. KARST Principal Accounting Officer
- -----------------------------
Darren W. Karst

II-20

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Spring Lake
Merchandise, Inc. has duly caused this Registration Statement on Form S-4 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Pewaukee, State of Wisconsin, on the 31st day of July, 2002.

SPRING LAKE MERCHANDISE, INC.

By: /S/ EDWARD G. KITZ
-----------------------------
Edward G. Kitz
Vice President, Secretary and
Treasurer

POWER OF ATTORNEY

Signature Title
--------- -----

/S/ MICHAEL J. SCHMITT President (Principal
- ----------------------------- Executive Officer) and
Michael J. Schmitt Director

/S/ EDWARD G. KITZ Vice President, Secretary,
- ----------------------------- Treasurer (Principal
Edward G. Kitz Financial Officer) and
Director

/S/ DARREN W. KARST Director (Principal
- ----------------------------- Accounting Officer)
Darren W. Karst

II-21

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, The Copps
Corporation has duly caused this Registration Statement on Form S-4 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Pewaukee, State of Wisconsin, on the 31st day of July, 2002.

THE COPPS CORPORATION

By: /S/ EDWARD G. KITZ
-----------------------------
Edward G. Kitz
Vice President and Secretary

POWER OF ATTORNEY

Signature Title
--------- -----

/S/ MICHAEL J. SCHMITT President (Principal
- ----------------------------- Executive Officer) and
Michael J. Schmitt Director

/S/ EDWARD G. KITZ Vice President, Secretary
- ----------------------------- (Principal Financial
Edward G. Kitz Officer) and Director

/S/ DAVID C. BUSCH Vice President, Treasurer and
- ----------------------------- Director
David C. Busch

/S/ DARREN W. KARST Vice President (Principal
- ----------------------------- Accounting Officer)
Darren W. Karst

II-22

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, The Midland
Grocery Company has duly caused this Registration Statement on Form S-4 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Pewaukee, State of Wisconsin, on the 31st day of July, 2002.

THE MIDLAND GROCERY COMPANY

By: /S/ EDWARD G. KITZ
-----------------------------
Edward G. Kitz
Vice President and Secretary

POWER OF ATTORNEY

Signature Title
--------- -----

/S/ MARION H. SULLIVAN President (Prinicipal
- ----------------------------- Executive Officer) and
Marion H. Sullivan Director

/S/ EDWARD G. KITZ Vice President, Secretary and
- ----------------------------- Director
Edward G. Kitz

/S/ DARREN W. KARST Vice President, Treasurer
- ----------------------------- (Principal Financial and
Darren W. Karst Accounting Officer) and
Director

II-23

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Ultra Mart
Foods, Inc. has duly caused this Registration Statement on Form S-4 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Pewaukee, State of Wisconsin, on the 31st day of July, 2002.

ULTRA MART FOODS, INC.

By: /S/ EDWARD G. KITZ
-----------------------------
Edward G. Kitz
Vice President and Secretary

POWER OF ATTORNEY

Signature Title
--------- -----

/S/ DAVID C. BUSCH President (Principal
- ----------------------------- Executive Officer) and
David C. Busch Director

/S/ EDWARD G. KITZ Vice President, Secretary
- ----------------------------- (Principal Financial
Edward G. Kitz Officer) and Director

/S/ MICHAEL J. SCHMITT Vice President, Treasurer and
- ----------------------------- Director
Michael J. Schmitt

/S/ DARREN W. KARST Principal Accounting Officer
- -----------------------------
Darren W. Karst

II-24

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Village Market,
LLC has duly caused this Registration Statement on Form S-4 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Pewaukee,
State of Wisconsin, on the 31st day of July, 2002.

VILLAGE MARKET, LLC

By: SHOP-RITE, INC., its managing
member

By: /S/ EDWARD G. KITZ
-----------------------------
Edward G. Kitz
Vice President and Secretary

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints David C. Busch and Edward G. Kitz, and each of
them, his or her true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this registration statement and any
subsequent registration statement filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their, or his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

Signature Title
--------- -----

/S/ DAVID C. BUSCH Principal Executive Officer;
- ----------------------------- Director, Shop-Rite, Inc.
David C. Busch

/S/ EDWARD G. KITZ Principal Financial Officer;
- ----------------------------- Director, Shop-Rite, Inc.
Edward G. Kitz

/S/ DARREN W. KARST Principal Accounting Officer
- -----------------------------
Darren W. Karst

II-25

Roundy's, Inc.
Registration Statement on Form S-4 under the Securities Act of 1933

EXHIBIT INDEX

The following exhibits to the Registration Statement are filed herewith or,
where noted, are incorporated by reference herein:

Exhibit
No. Description
- ------- -----------

2.1 Share Exchange Agreement dated April 8, 2002 by and between
Roundy's Acquisition Corp. and Roundy's, Inc./(1)/

2.2 Share Exchange Agreement dated May 18, 2001, by and between
Roundy's, Inc. and The Copps Corporation/(2)/

2.3 Asset Purchase Agreement by and between the Registrant and Ultra
Mart, Inc. dated December 23, 1999/(3)/

2.4 Stock Purchase Agreement dated March 31, 2000, by and among
Roundy's, Inc. and the record and beneficial owners of all of the
issued and outstanding shares of capital stock of Mega Marts,
Inc./(4)/

2.5 Asset Purchase Agreement dated March 31, 2000, by and among
Roundy's, Inc., NDC, Inc. and Mega Marts, Inc./(5)/

3.1 Roundy's, Inc. Amended and Restated Articles of Incorporation

3.2 Amended and Restated By-Laws of Roundy's, Inc.

3.3 Cardinal Foods, Inc. Certificate of Incorporation (composite
including all amendments and restatements through July 31, 2002).

3.4 Amended and Restated By-Laws of Cardinal Foods, Inc.

3.5 Holt Public Storage, Inc. Articles of Incorporation (composite
including all amendments and restatements through July 31, 2002)

3.6 Amended and Restated By-Laws of Holt Public Storage, Inc.

3.7 Insurance Planners, Inc. Articles of Incorporation (composite
including all amendments and restatements through July 31, 2002)

3.8 Insurance Planners, Inc. Amended and Restated By-Laws

3.9 I.T.A., Inc. Articles of Incorporation (composite including all
amendments and restatements through July 31, 2002)

3.10 Amended and Restated By-Laws of I.T.A., Inc.

3.11 Jondex Corp. Articles of Incorporation (composite including all
amendments and restatements through July 31, 2002)

3.12 Amended and Restated By-Laws of Jondex Corp.

3.13 Kee Trans, Inc. Articles of Incorporation (composite including all
amendments and restatements through July 31, 2002)

3.14 Amended and Restated By-Laws of Kee Trans, Inc.

3.15 Mega Marts, Inc. Articles of Incorporation (composite including all
amendments and restatements through July 31, 2002)

Exhibit
No. Description
------- -----------

3.16 By-Laws of Mega Marts, Inc.

3.17 Midland Grocery of Michigan, Inc. Articles of Incorporation
(composite including all amendments and restatements through July
31, 2002)

3.18 Amended and Restated By-Laws of Midland Grocery of Michigan, Inc.

3.19 Pick 'n Save Warehouse Foods, Inc. Articles of Incorporation
(composite including all amendments and restatements through July
31, 2002)

3.20 Amended and Restated By-Laws of Pick 'n Save Warehouse Foods, Inc.

3.21 Rindt Enterprises, Inc. Articles of Incorporation (composite
including all amendments and restatements through July 31, 2002)

3.22 Restated And Amended By-Laws of Rindt Enterprises, Inc.

3.23 Ropak, Inc. Articles of Incorporation (composite including all
amendments and restatements through July 31, 2002)

3.24 Amended and Restated By-Laws of Ropak, Inc.

3.25 Scot Lad Foods, Inc. Articles of Incorporation (composite including
all amendments and restatements through July 31, 2002)

3.26 Amended and Restated By-Laws of Scot Lad Foods, Inc.

3.27 Scot Lad-Lima, Inc. Articles of Incorporation (composite including
all amendments and restatements through July 31, 2002)

3.28 Amended and Restated Code of Regulations of Scot Lad-Lima, Inc.

3.29 Shop-Rite, Inc. Articles of Incorporation (composite including all
amendments and restatements through July 31, 2002)

3.30 Amended and Restated By-Laws of Shop-Rite, Inc.

3.31 Spring Lake Merchandise, Inc. Articles of Incorporation (composite
including all amendments and restatements through July 31, 2002)

3.32 Amended and Restated Code of Regulations of Spring Lake
Merchandise, Inc.

3.33 The Copps Corporation Articles of Incorporation (composite
including all amendments and restatements through July 31, 2002)

3.34 Restated By-Laws of The Copps Corporation

3.35 The Midland Grocery Company Articles of Incorporation (composite
including all amendments and restatements through July 31, 2002)

3.36 Amended and Restated Code of Regulations of The Midland Grocery
Company

3.37 Ultra Mart Foods, Inc. Articles of Incorporation (composite
including all amendments and restatements through July 31, 2002)

3.38 Amended and Restated By-Laws of Ultra Mart Foods, Inc.

3.39 Articles of Organization of Village Market, LLC

3.40 Operating Agreement of Village Market, LLC

Exhibit
No. Description
- ------- -----------

4.1 Indenture of Trust dated June 6, 2002 between Roundy's, Inc. and
BNY Midwest Trust Company, as Trustee

4.2 Form of $225,000,000 Roundy's, Inc. 8 7/8% Senior Subordinated
Notes due 2012/(6)/

4.3 Form of $225,000,000 Roundy's, Inc. 8 7/8% Senior Subordinated
Notes due 2012 to be issued in the Exchange Offer subject to this
Registration Statement/(6)/

4.4 Form of Guaranty to be issued by Cardinal Foods, Inc., Holt Public
Storage, Inc., Insurance Planners, Inc., I.T.A., Inc., Jondex
Corp., Kee Trans, Inc., Mega Marts, Inc., Midland Grocery of
Michigan, Inc., Pick 'n Save Warehouse Foods, Inc., Ropak, Inc.,
Rindt Enterprises, Inc., Scot Lad Foods, Inc., Scot Lad-Lima,
Inc., Shop-Rite, Inc., Spring Lake Merchandise, Inc., The Copps
Corporation, The Midland Grocery Company, Ultra Mart Foods, Inc.,
and Village Market, LLC as Guarantors of the securities to be
issued in the Exchange Offer subject to this Registration
Statement/(7)/

5.1 Opinion of Kirkland & Ellis as to legality of securities to be
issued in the Exchange Offer subject to this Registration Statement

10.1 A/B Exchange Registration Rights Agreement dated as of June 6, 2002
by and among Roundy's, Inc. as Issuer, the subsidiary guarantors
of Roundy's, Inc. listed on Schedule A thereto, and Bear, Stearns
& Co. Inc., CIBC World Markets Corp. as Initial Purchasers

10.2 $375,000,000 Credit Agreement among Roundy's Acquisition Corp.,
Roundy's, Inc., as Borrower, The Several Lenders from Time to Time
Parties Hereto, Bear Stearns Corporate Lending Inc., as
Administrative Agent, Canadian Imperial Bank of Commerce, as
Syndication Agent Bank One, Wisconsin, Cooperatieve Centrale
Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland", New York
Branch, LaSalle Bank National Association, Associated Bank, N.A.,
Harris Trust and Savings Bank, M&I Marshall & Ilsley Bank, U.S.
Bank, National Association, as Documentation Agents Dated as of
June 6, 2002/(8)/

10.3 Guarantee and Collateral Agreement made by Roundy's Acquisition
Corp., Roundy's, Inc. and certain of its Subsidiaries in favor of
Bear Stearns Corporate Lending Inc., as Administrative Agent Dated
as of June 6, 2002

10.4 Severance and Non-Competition Agreement dated April 13, 1998
between the Registrant and Gerald F. Lestina/(9)/

10.5 Amendment dated June 3, 1998 to Severance and Non-Competition
Agreement between the Registrant and Gerald F. Lestina/(10)/

10.6 Consulting Agreement dated July 1, 2002 between the Registrant and
Gerald F. Lestina

10.7 Roundy's, Inc. Supplemental Employee Retirement Plan for certain
executive officers including Messrs. Lestina, Ranus, Beketic and
Sullivan/(11)/

10.8 Board of Directors Resolution dated March 19, 2002 adopting
Amendment to Supplemental Employee Retirement Plan

10.9 Excerpts from Board of Directors Consent Resolution adopting
Amendment to Supplemental Employee Retirement Plan effective June
7, 2002

10.10 Form of Deferred Compensation Agreement between the Registrant and
certain executive officers including Messrs. Ranus, Beketic,
Sullivan and Schmitt/(12)/

10.11 Amendment dated March 31, 1998 to Form of Deferred Compensation
Agreement between the Registrant and certain executive officers
including Messrs. Ranus, Beketic, Sullivan and Schmitt/(13)/

Exhibit
No. Description
- ------- -----------

10.12 Second Amendment dated June 3, 1998 to Form of Deferred Compensation Agreement for certain
executive officers including Ranus, Beketic, Sullivan and Schmitt/(14)/

10.13 Directors and Officers Liability and Corporation Reimbursement Policy issued by American Casualty
Company of Reading, Pennsylvania (CNA Insurance Companies) as of June 13, 1986/(15)/

10.14 Declarations page for renewal through November 1, 2002 of Directors and Officers Liability and
Corporation Reimbursement Policy/(16)/

10.15 1991 Stock Incentive Plan, as amended October 24, 2000/(17)/

10.16 Form of Stock Appreciation Rights Agreement for certain executive officers including Messrs. Beketic,
Sullivan and Schmitt/(18)/

10.17 2001 Incentive Compensation Plan/(19)/

10.18 Employment Agreement dated June 6, 2002 between Registrant and Robert F. Mariano

10.19 Employment Agreement dated June 6, 2002 between Registrant and Darren W. Karst

10.20 Employment Contract between the Registrant and Gary L. Fryda dated March 31, 2000/(20)/

10.21 Roundy's, Inc. Deferred Compensation Plan, effective March 19, 1996/(21)/

10.22 Board Resolution adopting amendment to Roundy's, Inc. Deferred Compensation Plan, effective
October 23, 2001

10.23 Excerpts from Roundy's, Inc. Board of Directors resolution adopted March 19, 2002 relating to group
term carve-out, executive extension on COBRA continuation rights and professional outplacement
services for Company Officers, including Messrs. Lestina, Ranus, Busch, Sullivan, Paterson, Behm,
Fryda, Beketic, Schmitt, Kitz, Kosmaler, and Goddard

10.24 Excerpts from Roundy's, Inc. Board of Directors resolution adopted December 10, 1980 relating to post-
retirement health care benefits for certain officers, including Messrs. Lestina and Ranus

10.25 Confidentiality and Noncompete Agreement dated June 6, 2002 between the Registrant and Gerald F.
Lestina

10.26 Confidentiality and Noncompete Agreement dated June 6, 2002 between the Registrant and Robert D.
Ranus

12.1 Statement Regarding Computation of Ratios

21.1 Subsidiaries of the Registrant/(22)/

23.1 Consent of Kirkland & Ellis/(23)/

23.2 Consent of Deloitte & Touche LLP

24.1 Powers of Attorney of Directors and Officers of Roundy's, Inc. and Co-Registrants/(24)/

25.1 Statement of Eligibility of BNY Midwest Trust Company as Trustee under the Indenture on Form T-1
under the Trust Indenture Act of 1939, as amended

99.1 Form of Letter of Transmittal to be used by Holders of Roundy's, Inc. 8 7/8% Senior Subordinated Notes
due 2012

99.2 Form of Instructions to Holders of Roundy's, Inc. 8 7/8% Senior Subordinated Notes due 2012

99.3 Form of Notice of Guaranteed Delivery

- --------
(1)Pursuant to Regulation S-K, Item 601(b)(2), included as part of Exhibit 2.1
is a list of omitted schedules and exhibits together with an agreement to
furnish copies of any such omitted schedule or Exhibit to the Commission
upon request.

(2)Incorporated by reference to Exhibit 2.4 to Registrant's Current Report on
Form 8-K filed with the Commission on June 1, 2001 (Commission File No.
002-94984)

(3)Incorporated by reference to Exhibit 2.1 to Registrant's Annual Report on
Form 10-K for the fiscal year ended January 1, 2000, filed with the
Commission on March 21, 2000 (Commission File No. Form 002-94984)

(4)Incorporated by reference to Exhibit 2.2 to Registrant's Current Report on
Form 8-K filed with the Commission on April 14, 2000 (Commission File No.
002-94984)

(5)Incorporated by reference to Exhibit 2.3 to Registrant's Current Report on
Form 8-K filed with the Commission on April 14, 2000 (Commission File No.
002-94984)

(6)Included as Exhibits A-1 and A-2 to the Indenture of Trust, Exhibit 4.1 to
this Registration Statement.

(7)Included as Exhibit E to the Indenture of Trust, Exhibit 4.1 to this
Registration Statement.

(8)The Exhibits listed on page v of the Credit Agreement, Exhibit 3.2, consist
of the form of Collateral and Guarantee Agreement and the exhibits thereto
which are included as part of Exhibit 3.3 to this Registration Statement.

(9)Incorporated by reference to Exhibit 10.4 to Registrant's Registration
Statement on Form S-2 dated April 28, 1998 (Commission File No. 33-57505)

(10)Incorporated by reference to Exhibit 10.8 to Registrant's Form 10-Q for the
quarterly period ended October 3, 1998, filed with the Commission on
November 10, 1998 (Commission File No. 002-94984)

(11)Incorporated by reference to Exhibit 10.9 to Registrant's Form 10-Q for the
quarterly period ended July 3, 1999, filed with the Commission on August 9,
1999 (Commission File No. 002-94984)

(12)Incorporated by reference to Exhibit 10.1, of Registrant's Registration
Statement on Form S-2 (File No. 33-57505) dated April 24, 1997

(13)Incorporated by reference to Exhibit 10.1(a) to Registrant's Registration
Statement on Form S-2 filed with the Commission on April 28, 1998
(Commission File No. 33-57505)

(14)Incorporated by reference to Exhibit 10.9 to Registrant's Form 10-Q for the
quarterly period ended October 3, 1998, filed with the Commission on
November 10, 1998 (Commission File No. 002-94984)

(15)Incorporated by reference to Exhibit 10.3 to Registrant's Annual Report on
Form 10-K for the fiscal year ended January 3, 1987, filed with the
Commission on April 3, 1987, (Commission File Nos. 002-66296 and 002-94984)

(16)Incorporated by reference to Exhibit 10.2(a) to the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 29, 2001 filed with
the Commission on March 27, 2002, (Commission File No. 002-94984)

(17)Incorporated by reference to Exhibit 10.5 to Registrant's Annual Report on
Form 10-K for the fiscal year ended December 30, 2000, filed with the
Commission on March 29, 2001 (Commission File No. 002-94984)

(18)Incorporated by reference to Exhibit 10.7 to Registrant's Form 10-Q for the
quarterly period ended October 3, 1998, filed with the Commission on
November 10, 1998 (Commission File No. 002-94984)

(19)Incorporated by reference to Exhibit 10.14 to the Registrant's Annual
Report of Form 10-K for the fiscal year ended December 29, 2001 filed with
the Commission on March 27, 2002 (Commission File No. 002-94984)

(20)Incorporated by reference to Exhibit 10.11 to registrant's Form 8-K dated
April 14, 2000, filed with the Commission on April 14, 2000 (Commission
File No. 002-94984)

(21)Incorporated by reference to Exhibit 10.5 to Registrant's Registration
Statement on Form S-2, dated April 26, 1996 (Commission File No. 33-57505)

(22)Incorporated by reference to Exhibit 21 to Registrant's Annual Report on
Form 10-K for the fiscal year ended December 30, 2000, filed with the
Commission on March 29, 2001 (Commission File No. 002-94984)

(23)Included as part of Exhibit 5.1 to this Registration Statement.

(24)Included as part of signature pages to this Registration Statement

INDEPENDENT AUDITORS' REPORT

To the Stockholders and Directors of Roundy's, Inc.:

We have audited the consolidated financial statements of Roundy's, Inc. and
subsidiaries as of December 29, 2001 and December 30, 2000, and for each of the
three years in the period ended December 29, 2001 and have issued our report
thereon dated February 26, 2002, except for Note 1 and Note 15, as to which the
date is May 14, 2002; such report is included in this Registration Statement.
Our audits also included the consolidated financial statement schedule of
Roundy's, Inc. and subsidiaries, listed in Item 21 of this Registration
Statement. This financial statement schedule is the responsibility of the
Company's management. Our responsibility is to express an opinion based on our
audits. In our opinion, such consolidated financial statement schedule, when
considered in relation to the basic consolidated financial statements taken as
a whole, presents fairly in all material respects the information set forth
therein.

DELOITTE & TOUCHE LLP

Milwaukee, Wisconsin
February 26, 2002

SCHEDULE VIII

ROUNDY'S, INC. AND SUBSIDIARIES

VALUATION AND QUALIFYING ACCOUNTS

ADDITIONS

Charged
Balance at (Credited) to Charged Balance at
Beginning of Cost & to Other Deductions Business End of
Description Period Expenses Accounts (1) Acquisition Period
----------- ------------ ------------- -------- ---------- ----------- ----------

Year Ended
December 29, 2001:
Allowance for Losses
Current receivables......... $5,728,800 $ 820,700 -- $ 15,900 $487,800 $7,021,400
Notes receivable, long-term. 2,129,000 (829,000) -- -- -- 1,300,000

Year Ended
December 30, 2000:
Allowance for Losses
Current receivables......... $5,509,800 $ 4,185,800 -- $3,966,800 -- $5,728,800
Notes receivable, long-term. 7,137,000 (5,008,000) -- -- 2,129,000

Year Ended
January 1, 2000:
Allowance for Losses
Current receivables......... $6,361,600 $ 474,100 -- $1,325,900 -- $5,509,800
Notes receivable, long-term. 6,015,000 1,122,000 -- -- 7,137,000

- --------
(1)Amounts represent accounts written off less recoveries.