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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 10-Q
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[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 26, 1998

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

COMMISSION FILE NUMBER: 19367

AMERISERVE FOOD DISTRIBUTION, INC.
(Exact Name of Registrant as Specified in its Charter)

DELAWARE 75-2296149
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
15305 DALLAS PARKWAY, SUITE 1600 (972) 364-2000
P.O. BOX 9016 (Registrant's Telephone Number,
ADDISON, TX 75001-9016 Including Area Code)
(Address of Principal Executive Offices)

Former name, address and fiscal year, if changed since last report:
14841 Dallas Parkway, Dallas, Texas 75240

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter periods that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

All shares of the registrant's common stock are held by one affiliate. As
of November 10, 1998, there were 600 shares of common stock of the registrant
outstanding.
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2

AMERISERVE FOOD DISTRIBUTION, INC.

FORM 10-Q INDEX

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements:
Condensed Consolidated Balance Sheets as of September
26, 1998 and December 27, 1997........................ 3
Condensed Consolidated Statements of Operations for the
three and nine months ended September 26, 1998 and
September 27, 1997.................................... 4
Condensed Consolidated Statements of Cash Flows for the
nine months ended September 26, 1998 and September 27,
1997.................................................. 5
Notes to Condensed Consolidated Financial Statements... 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations............... 9
PART II. OTHER INFORMATION
Item 1. Legal Proceedings................................. 17
Item 2. Changes in Securities............................. 17
Item 3. Defaults Upon Senior Securities................... 17
Item 4. Submission of Matters to a Vote of Security
Holders................................................ 17
Item 5. Other Information................................. 17
Item 6. Exhibits and Reports on Form 8-K.................. 17
SIGNATURES.................................................. 19
EXHIBITS....................................................

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PART I.

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

AMERISERVE FOOD DISTRIBUTION, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

ASSETS

SEPTEMBER 26, DECEMBER 27,
1998 1997
------------- ------------
(UNAUDITED)

Current assets:
Cash and cash equivalents................................. $ 2,975 $ 231,131
Accounts receivable....................................... 36,121 43,625
Undivided interest in accounts receivable trust........... 191,625 154,371
Allowance for doubtful accounts........................... (26,495) (15,566)
Inventories............................................... 275,389 150,148
Other current assets...................................... 32,066 23,768
---------- ----------
Total current assets.............................. 511,681 587,477
Property and equipment, net............................... 187,225 130,856
Intangible assets, net.................................... 1,047,225 737,870
Other noncurrent assets................................... 28,398 6,118
---------- ----------
$1,774,529 $1,462,321
========== ==========

LIABILITIES AND STOCKHOLDER'S EQUITY

Current liabilities:
Current portion of long-term debt......................... $ 6,564 $ 5,019
Accounts payable.......................................... 542,661 345,379
Accrued and other current liabilities..................... 168,081 101,219
---------- ----------
Total current liabilities......................... 717,306 451,617
Long-term debt.............................................. 895,361 874,219
Other noncurrent liabilities................................ 99,917 38,430
Stockholder's equity:
Common stock, $.01 par value per share; 10,000 shares
authorized, 600 shares outstanding..................... -- 6
Preferred stock, $.01 par value per share; 10,000 shares
authorized, none outstanding........................... -- --
Additional paid-in capital................................ 224,609 174,603
Accumulated deficit....................................... (162,664) (76,554)
---------- ----------
Total stockholder's equity........................ 61,945 98,055
---------- ----------
$1,774,529 $1,462,321
========== ==========

See accompanying notes.

Note: The balance sheet at December 27, 1997 has been derived from the
audited financial statement at that date but does not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements.

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4

AMERISERVE FOOD DISTRIBUTION, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, UNAUDITED)

THREE MONTHS ENDED NINE MONTHS ENDED
----------------------------- -----------------------------
SEPTEMBER 26, SEPTEMBER 27, SEPTEMBER 26, SEPTEMBER 27,
1998 1997 1998 1997
------------- ------------- ------------- -------------

Net sales.................................. $2,217,416 $1,232,580 $4,987,365 $1,973,589
Cost of goods sold......................... 2,014,761 1,110,099 4,517,507 1,778,643
---------- ---------- ---------- ----------
Gross profit............................... 202,655 122,481 469,858 194,946
Distribution, selling and administrative
expenses................................. 165,645 90,160 377,689 150,882
Depreciation of property and equipment..... 7,483 5,962 20,030 10,054
Amortization of intangible assets.......... 8,259 4,915 22,318 7,234
Restructuring charges and other unusual
items.................................... 14,649 44,550 61,953 44,550
---------- ---------- ---------- ----------
Operating income (loss).................... 6,619 (23,106) (12,132) (17,774)
---------- ---------- ---------- ----------
Other income (expense):
Interest expense, net...................... (20,914) (17,883) (57,764) (25,125)
Loss on sale of accounts receivable........ (7,135) (2,221) (16,150) (2,221)
Interest income -- affiliates.............. 439 177 757 413
---------- ---------- ---------- ----------
(27,610) (19,927) (73,157) (26,933)
---------- ---------- ---------- ----------
Loss before income taxes................... (20,991) (43,033) (85,289) (44,707)
Provision for income taxes................. 297 1,235 821 606
---------- ---------- ---------- ----------
Loss before extraordinary item............. (21,288) (44,268) (86,110) (45,313)
Extraordinary loss......................... -- 2,156 -- 2,156
---------- ---------- ---------- ----------
Net loss................................... $ (21,288) $ (46,424) $ (86,110) $ (47,469)
========== ========== ========== ==========

See accompanying notes.

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5

AMERISERVE FOOD DISTRIBUTION, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS, UNAUDITED)

NINE MONTHS ENDED
-----------------------------
SEPTEMBER 26, SEPTEMBER 27,
1998 1997
------------- -------------

Operating Activities:
Net loss.................................................. $ (86,110) $ (47,469)
Adjustments to reconcile net loss to net cash provided by
(used for) operating activities:
Depreciation and amortization.......................... 42,348 17,288
Impairment of property, equipment and other assets..... 16,462 12,404
Extraordinary loss..................................... -- 2,156
Changes in assets and liabilities...................... (90,270) 35,456
--------- ----------
Net cash provided by (used for) operating activities...... (117,570) 19,835
--------- ----------
Investing Activities:
Business acquired, net of cash acquired................... (313,501) (830,000)
Capital expenditures...................................... (39,347) (8,762)
Net cash transfers to affiliates.......................... (5,207) (8,268)
--------- ----------
Net cash used for investing activities.................... (358,055) (847,030)
--------- ----------
Financing Activities:
Net increase (decrease) in borrowings under credit
facilities............................................. 15,300 (69,100)
Net proceeds from sale of accounts receivable............. 190,000 225,000
Proceeds from capital contribution........................ 50,000 130,000
Proceeds from issuance of long-term debt.................. -- 705,000
Repayments of long-term debt.............................. (7,831) (64,596)
Debt financing fees incurred.............................. -- (26,620)
--------- ----------
Net cash provided by financing activities................... 247,469 899,684
--------- ----------
Net increase (decrease) in cash............................. (228,156) 72,489
Cash at beginning of period................................. 231,131 2,162
--------- ----------
Cash at end of period....................................... $ 2,975 $ 74,651
========= ==========
Supplemental disclosures:
Cash paid during the period for:
Interest............................................... $ 68,747 $ 16,907
Income taxes, net of refunds........................... 821 2,445
Businesses acquired:
Fair value of assets acquired.......................... $ 744,405 $1,069,117
Cash paid.............................................. (313,501) (830,000)
--------- ----------
Liabilities assumed.................................... $ 430,904 $ 239,117
========= ==========
Noncash investing and financing activities:
Capital expenditures through capital leases (included
in long-term debt).................................... $ 14,718 $ 14,800

See accompanying notes.

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AMERISERVE FOOD DISTRIBUTION, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 26, 1998 (UNAUDITED)

1. INTERIM FINANCIAL DATA

The accompanying unaudited condensed consolidated financial statements of
AmeriServe Food Distribution, Inc. (the Company), a wholly owned subsidiary of
Nebco Evans Holding Company (NEHC), have been prepared in accordance with
generally accepted accounting principles for interim financial information and
the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly,
they do not include all of the information and notes required by generally
accepted accounting principles for complete financial statements.

In the opinion of management, all adjustments (consisting only of
adjustments of a normal and recurring nature) considered necessary for a fair
presentation of the financial position and results of operations have been
included. Operating results for the nine months ended September 26, 1998 are not
necessarily indicative of the results that might be expected for the entire
fiscal year ended December 26, 1998. This report should be read in conjunction
with the consolidated financial statements and footnotes thereto included in the
Company's Annual Report on Form 10-K for the fiscal year ended December 27,
1997.

Certain prior year amounts have been reclassified to conform to the current
year presentation.

2. ACQUISITIONS

Following is the preliminary ProSource purchase price allocation (the final
purchase price allocation will be based on the final determination of the fair
values of assets acquired and liabilities assumed):

(IN MILLIONS)
-------------

Accounts receivable......................................... $ 224.3
Inventories................................................. 148.6
Property and equipment...................................... 35.3
Goodwill and other intangibles.............................. 318.5
Other assets................................................ 17.6
Accounts payable............................................ (303.9)
Restructuring reserves...................................... (59.2)
Other liabilities........................................... (67.7)
-------
$ 313.5
=======

The restructuring reserves of $59.2 million were included in the
preliminary purchase price allocation above in connection with the Company's
business plan to integrate the operations of ProSource. The reserves represent
accruals for costs to be incurred by the Company related to the termination of
redundant employees ($27.7 million), lease termination costs in connection with
the closing of duplicative facilities ($28.8 million) and certain other costs to
exit ProSource activities ($2.7 million). See Note 3 for additional discussion.

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7

Effective June 11, 1997, the Company acquired the PFS Division of PepsiCo,
Inc. (PFS) for a final purchase price of $842 million in cash including all
direct costs. PFS distributed food products, supplies and equipment to over
17,000 franchised and company-owned restaurants in the Pizza Hut, Taco Bell and
KFC systems, which were spun-off by PepsiCo, Inc. in October 1997 and are now
operating as Tricon Global Restaurants, Inc. The acquisition has been accounted
for under the purchase method. PFS reported net sales of $3.4 billion for its
fiscal year ended December 25, 1996.

The following unaudited pro forma results of operations for the nine months
ended September 26, 1998 assume the acquisition of ProSource occurred at the
beginning of that period, and for the nine months ended September 27, 1997
assume the acquisitions of both PFS and ProSource occurred at the beginning of
that period.

NINE MONTHS ENDED
------------------------------
SEPTEMBER 26, SEPTEMBER 27,
1998 1997
------------- -------------
(IN MILLIONS)

Net sales................................................. $6,647.4 $6,467.5
Loss before extraordinary item............................ (87.2) (27.7)
Net loss.................................................. (87.2) (36.1)

3. RESTRUCTURING CHARGES AND OTHER UNUSUAL ITEMS

Included in "Restructuring charges and other unusual items" in the
Condensed Consolidated Statements of Operations for the three and nine months
ended September 26, 1998 and September 27, 1997 are the following:

THREE MONTHS ENDED NINE MONTHS ENDED
------------------------------ ------------------------------
SEPTEMBER 26, SEPTEMBER 27, SEPTEMBER 26, SEPTEMBER 27,
1998 1997 1998 1997
------------- ------------- ------------- -------------
(IN MILLIONS)

Restructuring charges, principally
exit costs for future lease
terminations and employee
severance.......................... $ -- $14.8 $17.4 $14.8
Impairment of property, equipment and
other assets....................... -- 12.4 16.5 12.4
Financing-related fees and other
one-time indirect costs incurred in
connection with the ProSource and
PFS acquisitions................... -- 13.4 4.6 13.4
Costs incurred to integrate acquired
operations and other unusual
items.............................. 14.6 4.0 23.5 4.0
----- ----- ----- -----
$14.6 $44.6 $62.0 $44.6
===== ===== ===== =====

In the second quarter of 1998, the Company recorded restructuring accruals
and noncash impairment charges reflecting actions to be taken with respect to
the Company's then existing facilities as a result of the ProSource acquisition.
During the second quarter of 1998, management performed an extensive review of
the then existing and recently acquired ProSource operations with the objective
of developing a business plan for the restructuring and consolidation of the
organizations. The business plan, which was approved by the Company's Board of
Directors in the second quarter and represented a revision of the plan developed
at the time of the PFS acquisition in 1997, identified a number of actions
designed to improve the efficiency and effectiveness of the combined
organization's warehouse and transportation network and operations support
infrastructure. These actions, which are expected to be substantially completed
by mid-2000, include construction of new strategically located warehouse
facilities, closures of a number of existing warehouse facilities and expansions
of others, dispositions of property and equipment, conversions of computer
systems, centralization of support functions, reductions in workforce and
relocation of employees.

In the third quarter of 1997, the Company recorded restructuring and
impairment charges associated with a similar business plan and related actions
in connection with the acquisition of PFS.

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8

Included above are charges totaling $6.4 million, recorded in the second
quarter of 1998, associated with the discontinuance of service to the Wendy's
concept, consisting primarily of costs related to future equipment lease
terminations and employee severance. As previously reported, the Company was
informed by Wendy's International, Inc. (Wendy's), the franchiser of the Wendy's
concept, that a competitor has been selected as its distributor in certain
geographic markets and that Wendy's would begin to transfer the business of its
company-owned units away from the Company beginning in August 1998. In addition,
Wendy's has notified the Company that the Company would be removed as an
authorized distributor to its franchisee operators during the third quarter of
1998, resulting in the loss of the entire Wendy's business. The Company expects
that the transfer of the company-owned and franchised business will be largely
completed by the end of 1998. In total, the Company's net sales to the Wendy's
concept, including ProSource net sales on a pro forma basis, were approximately
$600 million in 1997, or 7% of total pro forma net sales of $8.9 billion. The
Company expects that the loss of the Wendy's business will negatively impact the
Company's operating profits by $10-15 million on an annualized basis, excluding
costs directly associated with the discontinuance of the business.

The last category in the above table includes costs arising from
integration and consolidation actions associated with the PFS, ProSource and
previous acquisitions. These costs, which under current accounting rules are not
considered exit costs and are expensed as incurred, have primarily consisted of
start-up costs of new warehouse facilities and computer systems conversion,
employee relocation and other incremental costs to realign the operations
support infrastructure. Also included in this category are costs to remediate
the Year 2000 computer program code problem and operating cost inefficiencies
associated with the phase-out of the Wendy's business in the current quarter.

4. ACCOUNTS RECEIVABLE PROGRAM

Under a five-year Accounts Receivable Program (the Program) effective July
1997, the Company received $225 million upon the initial sale of accounts
receivable to a wholly owned, special purpose, bankruptcy-remote subsidiary,
AmeriServe Funding Corporation (Funding), and concurrent sale of the accounts
receivable by Funding to AmeriServe Master Trust (the Trust). In May 1998, in
connection with the acquisition of ProSource, the Company received additional
proceeds of $125 million under the Program upon the sale of ProSource accounts
receivable. In July 1998, the Company received additional proceeds under the
Program of approximately $80 million upon completion of an amendment of the
Program and implementation by the Company of additional reporting requirements.
The Trust financed the amounts disbursed in connection with the purchases of
accounts receivable through the issuance of a total of $430 million in interest
bearing certificates. Because of seasonal and other variations in the balances
of accounts receivable held by the Trust, the amounts advanced and financed by
the certificates were reduced to $415 million as of September 26, 1998. At that
date, accounts receivable sold to the Trust totaled $606.6 million and the
undivided interest in the Trust (receivables sold less the $415 million proceeds
to the Company) totaled $191.6 million.

5. CREDIT FACILITY

In May 1998, the Company entered into an amended credit agreement with a
group of financial institutions that currently provides for a credit facility,
expiring in 2003, of up to $220 million. The amended credit facility replaces
the previous $150 million revolving credit facility. Interest rates on
borrowings against the facility are indexed to certain key variable rates.
Borrowings against the facility are limited based on levels of the Company's
inventories of food and paper products and supplies. Restrictive covenants under
the agreement include minimum interest coverage and maximum leverage. As of
September 26, 1998, borrowings under the facility were $15.3 million, and $28.4
million in outstanding letters of credit were supported by the facility.

6. GUARANTOR SUBSIDIARIES

The Company's principal operating subsidiaries fully, unconditionally,
jointly and severally guarantee the Company's $500 million 10 1/8% Senior
Subordinated Notes and $350 million 8 7/8% Senior Notes.

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9

The guarantor subsidiaries are direct and indirect wholly owned
subsidiaries of the Company. The Company and the guarantor subsidiaries conduct
substantially all of the operations of the Company and its subsidiaries on a
consolidated basis. Separate financial statements of the guarantor subsidiaries
are not separately presented because, in the opinion of management, such
financial statements are not material to investors.

The only significant subsidiary of the Company that is not a guarantor
subsidiary is Funding, which is a wholly owned, special purpose,
bankruptcy-remote subsidiary. Funding has no operating revenues or expenses, and
its only asset is an undivided interest in an accounts receivable trust (the
Trust -- see Note 4). Funding's interest in the Trust is junior to the claims of
the holders of certificates issued by the Trust. Accordingly, as creditors of
the Company, the claims of the holders of the Senior Subordinated Notes and
Senior Notes against the accounts receivable held in the Trust are similarly
junior to the claims of holders of the certificates issued by the Trust.

Following is summarized combined financial information (in accordance with
Rule 1-02(bb) of Regulation S-X) at September 26, 1998 and for the nine months
then ended for the guarantor subsidiaries of the Company (in thousands):

Current assets.............................................. $ 208,167
Current liabilities......................................... 350,357
Noncurrent assets........................................... 414,389
Noncurrent liabilities...................................... 68,346
Net sales................................................... $1,648,430
Operating income............................................ 9,986
Net income.................................................. 6,693

7. STOCK OPTION PLAN

In May 1998, NEHC adopted the 1998 Management Stock Option Plan (the Plan).
The Plan authorizes the issuance of up to one million shares of new Class A
common stock of NEHC through exercise of non-qualified stock options granted
primarily to key management employees of the Company. The shares offered have
been registered under The Securities Act of 1933, as amended, through a
Registration Statement on Form S-8 dated May 18, 1998.

Under the Plan, the Compensation Committee of the Board of Directors may
from time to time grant options, to be exercised within 10 years of the grant
date, at a price generally not less than the fair market value of the shares, as
determined by an independent appraisal firm.

On May 20, 1998, 436,270 options at $32.85 per share were granted under the
Plan. The options granted vest and become exercisable in two equal installments
upon each of the third and fourth anniversaries of the grant date; however, in
the event of an Initial Public Offering (as defined in the Plan), half of the
then outstanding and unvested options would become vested.

NEHC has elected to follow Accounting Principles Board Opinion No. 25 (APB
25) and related Interpretations in accounting for stock options. Under APB 25,
because the exercise price of NEHC's stock options granted equals the fair
market value of the underlying shares on the date of grant, no compensation
expense has been recognized.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

GENERAL

This quarterly report contains certain forward-looking statements within
the meaning of Section 21E of the Securities Exchange Act of 1934 and Section
27A of the Securities Act of 1933. Actual results could differ materially from
those projected in such forward-looking statements and readers are cautioned not
to place undue reliance on the forward-looking statements which speak only as of
the date hereof. The Company

9
10

undertakes no obligation to update these forward-looking statements to reflect
events or circumstances after the date hereof or to reflect the occurrence or
nonoccurrence of anticipated events.

AmeriServe Food Distribution, Inc. (the Company) is a foodservice
distributor specializing in distribution to chain restaurants. The Company
distributes a wide variety of food items as well as paper goods, cleaning and
other supplies and equipment to approximately 37,000 restaurants. The Company's
customers are principally franchisers/owners and/or franchisees in the Arby's,
Burger King, Chick-fil-A, Dairy Queen, KFC, Long John Silver's, Pizza Hut,
Sonic, Taco Bell and TCBY quick service restaurant systems and the Chili's, Lone
Star Steak House, Olive Garden, Red Lobster and TGI Friday's casual dining
restaurant systems.

The Company is a wholly owned subsidiary of Nebco Evans Holding Company
(NEHC), which is an indirect subsidiary of Holberg Industries, Inc.

On May 21, 1998, the Company acquired ProSource, Inc. (ProSource) for
$313.5 million in cash, which reflected $15.00 per share for all of the
outstanding common stock, repayment of existing indebtedness of ProSource of
$159.5 million and direct costs of the acquisition. ProSource, which reported
net sales of $3.9 billion for its fiscal year ended December 27, 1997, was in
the foodservice distribution business, specializing in quick service and casual
dining chain restaurants. ProSource serviced approximately 12,700 restaurants,
principally in the United States, in such chains as Burger King, Chick-fil-A,
Chili's, Lone Star Steak House, Long John Silver's, Olive Garden, Red Lobster,
Sonic, TCBY and TGI Friday's. Funding for the transactions related to the
acquisition was provided by expansion of the Company's Accounts Receivable
Program to include ProSource accounts receivable (proceeds of $125
million -- see Note 4), a capital contribution to the Company from NEHC of $50
million and cash and cash equivalents on hand. Because of similarities in
activities, the Company intends to consolidate certain operations of ProSource
with those of the Company (see Notes 2 and 3). The acquisition has been
accounted for under the purchase method. Thirteen and eighteen weeks of results
for the former ProSource operations are included in the Company's operating
results for the three and nine months ended September 26, 1998, respectively.
The year-over-year comparisons of operating results for the quarter and
year-to-date presented below are significantly impacted by the inclusion of the
former ProSource operations from the acquisition date.

Effective June 11, 1997, the Company acquired the PFS Division of PepsiCo,
Inc. (PFS) for a final purchase price of $842 million in cash including all
direct costs. PFS, which reported net sales of $3.4 billion for its fiscal year
ended December 25, 1996, distributed food products, supplies and equipment to
over 17,000 franchised and company-owned restaurants in the Pizza Hut, Taco Bell
and KFC systems, which were spun-off by PepsiCo, Inc. in October 1997 and are
now operating as Tricon Global Restaurants, Inc. (Tricon). The acquisition has
been accounted for under the purchase method. Thirty-six weeks of results for
the former PFS operations are included in the Company's operating results for
the nine months ended September 26, 1998, compared to twelve weeks in the same
period of 1997; therefore, the year-over-year comparisons of year-to-date
operating results presented below are significantly impacted by the PFS
acquisition. The quarterly results are comparable with respect to the inclusion
of the former PFS operations.

In April 1997, the Company began providing foodservice distribution to
approximately 2,600 Arby's restaurants under a three-year contract. While the
majority of Arby's restaurants are serviced directly by the Company, some are
serviced by other cooperating independent distributors.

As previously reported, the Company was informed by Wendy's International,
Inc. (Wendy's), the franchiser of the Wendy's concept, that a competitor has
been selected as its distributor in certain geographic markets and that Wendy's
would begin to transfer the business of its company-owned units away from the
Company beginning in August 1998. Also as previously reported, Wendy's has
notified the Company that the Company would be removed as an authorized
distributor to its franchisee operators during the third quarter of 1998,
resulting in the loss of the entire Wendy's business. The Company expects that
the transfer of the company-owned and franchised business will be largely
completed by the end of 1998. In total, the Company's net sales to the Wendy's
concept, including ProSource net sales on a pro forma basis, were approximately
$600 million in 1997, or 7% of total pro forma net sales of $8.9 billion. The
Company expects that the loss of

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11

the Wendy's business will negatively impact the Company's operating profits by
$10-15 million on an annualized basis, excluding costs directly associated with
the discontinuance of the business.

RECENT DEVELOPMENTS

As previously reported, the Company and Tricon, the Company's largest
customer, have agreed to extend their long-term distribution agreement that
became effective July 1997 from five years to seven and one-half years, with an
additional two and one-half year extension option. The agreement also provides
for a change in the methodology for calculating the distribution fee, which is
added to product cost to determine selling prices, from a percentage mark-up of
product cost to a dollar amount per case of product. This change results in
pricing that more closely correlates with the Company's distribution cost
structure. The agreement also provides for incentives for both parties to reduce
costs through more efficient distribution practices. The Company distributes
food and supplies to 6,900 Tricon-owned restaurants in the U.S. under the
agreement, representing approximately $1.7 billion in annual net sales.

RESULTS OF OPERATIONS

This discussion should be read in conjunction with the Condensed
Consolidated Financial Statements and notes thereto in Item 1.

The following table presents certain financial information of the Company,
expressed as a percentage of net sales:

Net sales......................... 100.0% 100.0% 100.0% 100.0%
Cost of goods sold................ 90.9 90.1 90.6 90.1
Gross profit...................... 9.1 9.9 9.4 9.9
Distribution, selling and
administrative expenses......... 7.5 7.3 7.6 7.6
Operating income before
depreciation, amortization and
unusual items................... 1.7 2.6 1.8 2.2

Third Quarter and Year-to-Date 1998 Compared to the Same Periods of 1997:

Net sales in 1998 increased $984.8 million, or 80%, to $2.2 billion in the
quarter and $3.0 billion, or 153%, to $5.0 billion year-to-date. The increase
for the quarter reflected the impact of the ProSource acquisition, partially
offset by a decline in sales of approximately $75 million due to the phase-out
of the Wendy's business. The acquisitions of ProSource and PFS each contributed
$1.5 billion to the year-to-date increase, as the incremental Arby's business
was largely offset by the Wendy's phase-out.

Gross profit in 1998 increased $80.2 million, or 65%, to $202.7 million in
the quarter and $274.9 million, or 141%, to $469.9 million year-to-date. The
factors explaining the net sales growth also accounted for the increase in gross
profit. The margin decline of .8 of a point to 9.1% in the quarter and .5 of a
point to 9.4% year-to-date reflected the impact of the ProSource acquisition.
ProSource's casual dining business has higher product case costs as compared to
the Company's other business, resulting in a lower gross profit margin. The
Company's profitability is largely determined by the relationship of the
negotiated mark-up, or distribution fee that is added to product cost to
determine sales prices, to the cost of the Company's warehouse, transportation
and administrative activities. Therefore, a decline in the gross profit margin
does not necessarily indicate a decline in profitability in dollars.

Distribution, selling and administrative expenses in 1998 increased $75.5
million, or 84%, to $165.6 million in the quarter and $226.8 million, or 150%,
to $377.7 million year-to-date, reflecting the acquisitions of ProSource and,
for the year-to-date only, PFS. The increase in the quarter and year-to-date
also reflected certain unusually low 1997 expenses in the former PFS operations
prior to and immediately following the sale

11
12

of the business to the Company, as well as strategic administrative spending in
1998. Distribution, selling and administrative expenses as a percent of net
sales increased .2 of a point for the quarter to 7.5% and were flat at 7.6%
year-to-date. The comparisons of these percentage measures reflects the higher
level of expenses explained above, offset (partially for the quarter and fully
year-to-date) by the effect of ProSource's lower operating expense margin.
ProSource's lower operating expense margin is a function of higher case sales
prices in ProSource's casual dining business as compared to the Company's other
business (see gross profit discussion above).

Operating income in 1998 before depreciation of property and equipment,
amortization of intangible assets and restructuring charges and other unusual
items increased $4.7 million, or 15%, to $37.0 million in the quarter and $48.1
million, or 109% to $92.2 million year-to-date, due primarily to the
acquisitions of ProSource and, for the year-to-date only, PFS. This growth was
depressed by approximately $1.5 million due to the phase-out of the Wendy's
business. As a percent of net sales, this income measure declined .9 of a point
to 1.7% for the quarter and .4 of a point to 1.8% year-to-date. These changes
were driven by the lower gross profit margin as discussed above.

Depreciation of property and equipment in 1998 increased $1.5 million to
$7.5 million in the quarter and $10.0 million to $20.0 million year-to-date,
primarily reflecting the acquisitions of ProSource and, for the year-to-date
only, PFS.

Amortization of intangible assets in 1998 increased $3.3 million to $8.3
million in the quarter and $15.1 million to $22.3 million year-to-date,
reflecting the amortization of the intangible assets arising from the purchase
price allocations for ProSource and, for the year-to-date only, PFS.

Restructuring charges and other unusual items totaled $14.6 million for the
quarter and $62.0 million year-to-date. The expense for the quarter includes
start-up costs of new distribution centers, computer system conversion costs and
employee relocation expenses and other incremental operating costs directly
associated with the integration of the acquired businesses. Also included are
costs to remediate the Year 2000 computer program code problem and operating
cost inefficiencies arising from the Wendy's phase-out. The year-to-date amount
includes restructuring, impairment and other costs related to the ProSource
acquisition recorded in the second quarter of 1998. The charges in 1997
consisted primarily of restructuring, impairment and other costs associated with
the acquisition of PFS. See Note 3 for further information.

Interest expense, net of interest income, in 1998 increased $2.8 million to
$20.5 million in the quarter and $32.3 million to $57.0 million year-to-date,
reflecting interest on additional net debt to finance the acquisitions.

Loss on sale of accounts receivable of $7.1 million in the quarter and
$16.2 million year-to-date relates to the Company's ongoing Accounts Receivable
Program effective July 1997. Under the program, accounts receivable are sold to
a consolidated, wholly owned, special purpose, bankruptcy-remote subsidiary,
which in turn sells the receivables to a master trust. The loss on sale of
accounts receivable primarily represents the return to investors in certificates
issued by the master trust to fund the purchases of the accounts receivable. The
increase in this line item reflects expansion of the program to include the
accounts receivable of ProSource, as well as other initiatives to further
utilize this cost effective financing vehicle (see Note 4). The year-to-date
increase also reflects the 1997 partial year existence of the program.

Provision for income taxes in 1998 represents estimated current state
income taxes payable. The Company's net deferred tax assets are offset entirely
by a valuation allowance, reflecting the Company's significant net operating
loss carryforward position.

Extraordinary loss in 1997 of $2.2 million resulted from an early
extinguishment of debt. This noncash charge represents the unamortized balance
of deferred financing costs associated with a previous credit facility.

Excluding restructuring charges and other unusual items, the net loss in
1998 was $6.6 million in the quarter and $24.2 million year-to-date, largely due
to higher financing costs and amortization of intangibles that more than offset
the operating income from PFS and ProSource.

12
13

Comparison of Results of Operations on a Pro Forma Basis:

This supplementary information is provided to enhance the analysis of
results of operations. The following pro forma results represent the combined
historical results of the Company, PFS and ProSource for the periods presented.
These pro forma combined results do not purport to represent what the actual
results would have been if the acquisitions of PFS and ProSource had occurred at
the beginning of fiscal 1997.

THREE MONTHS ENDED NINE MONTHS ENDED
--------------------------------------------- ---------------------------------------------
SEPTEMBER 26, SEPTEMBER 27, SEPTEMBER 26, SEPTEMBER 27,
1998 % 1997 % 1998 % 1997 %
------------- ----- ------------- ----- ------------- ----- ------------- -----
(IN MILLIONS)

Net sales...................... $2,217.4 100.0 $2,178.4 100.0 $6,647.4 100.0 $6,467.5 100.0
Cost of goods sold............. 2,014.8 90.9 1,978.6 90.8 6,046.2 91.0 5,876.2 90.9
-------- ----- -------- ----- -------- ----- -------- -----
Gross profit................... 202.6 9.1 199.8 9.2 601.2 9.0 591.3 9.1
Distribution, selling and
administrative expenses...... 165.6 7.5 160.2 7.4 500.6 7.5 484.7 7.5
-------- ----- -------- ----- -------- ----- -------- -----
Operating income before
depreciation, amortization
and unusual items............ $ 37.0 1.7 $ 39.6 1.8 $ 100.6 1.5 $ 106.6 1.6
======== ===== ======== ===== ======== ===== ======== =====

Management fees to Holberg Industries, Inc. included in operating expenses
were $.9 million and $2.7 million for the 1998 quarter and year-to-date,
respectively, and $1.7 million for the 1997 quarter and year-to-date.

The Company estimates that the pro forma results for 1998 reflect
approximately $5.7 million and $11.7 million for the quarter and year-to-date,
respectively, in distribution, selling and administrative cost inefficiencies in
the pre-existing Company (pre-acquisitions) and ProSource distribution networks
not yet restructured. Such amounts reflected in the 1997 pro forma results were
$2.9 million for the quarter and year-to-date. No estimates were developed for
ProSource prior to the current quarter.

The net sales growth in 1998 of $39.0 million (1.8%) in the quarter and
$179.9 million (2.8%) year-to-date was driven by growth in case sales to major
customers in the former ProSource operations and the addition of the Lone Star
Steak House business, partially offset by the phase-out of the Wendy's business.
As of the end of the third quarter, stores served by the Company totaled 37,420
in 1998 compared to 38,940 in 1997, including approximately 700 stores in Canada
and Mexico in both years. The decrease was driven by the phase-out of the
Wendy's business, resignations by the Company of individually small inefficient
accounts and closures by Tricon of under-performing units, partially offset by
additional units in both the casual dining and quick serve business of the
former ProSource operations.

Gross profit growth in 1998 of $2.8 million (1.4%) in the quarter and $9.9
million (1.7%) year-to-date reflected the factors impacting net sales growth.
Gross profit growth for the quarter and particularly the year-to-date was
depressed by the effect of deflation in commodity prices as a significant
portion of the Company's sales have been at prices based on product cost plus a
percentage markup. The gross margin decline of .1 of a point for the quarter and
year-to-date reflects the relatively higher growth of the casual dining
business, which has a lower gross profit margin than the quick service business.
(See gross profit discussion under "Results of Operations" above).

Operating expenses in 1998 rose $5.4 million (3.4%) in the quarter and
$15.9 million (3.3%) year-to-date. Distribution, selling and administrative
expenses as a percent of net sales increased .1 of a point to 7.5% for the
quarter and were flat year-to-date at 7.5%. Higher expenses reflected the effect
of increased net sales, the impact of certain unusually low 1997 expenses in the
former PFS operations prior to and immediately following the sale of the
business to the Company, as well as strategic administrative spending in 1998.

LIQUIDITY AND CAPITAL RESOURCES

Capital resources are expected to be sufficient to support ongoing business
needs as well as activities to integrate acquisitions. These resources include
cash provided by operating activities, capital and operating

13
14

lease financing of new warehouse facilities and equipment, and a credit facility
of up to $220 million (See Note 5).

Also, the Company anticipates that certain transactions related to the
Accounts Receivable Program expected to be completed in November 1998 will
result in additional proceeds to the Company of approximately $20 million and
additional financing capacity of up to $70 million (based on accounts receivable
levels) above the current $415 million (see Note 4).

Year-to-Date 1998 Compared to Year-to-Date 1997:

Net cash used for operating activities in 1998 was $117.6 million compared
to $19.8 million in cash provided in 1997. This performance reflects changes in
accounts payable to align payment terms of the Company and the acquired
businesses, payments related to the Company's consolidation plan charged against
previously established reserves and higher interest payments, partially offset
by the cash earnings from the acquired PFS and ProSource operations.

Net cash used for investing activities in 1998 decreased $489.0 million to
$358.1 million, primarily reflecting the difference in the purchase prices of
ProSource and PFS. Capital expenditures in 1998 increased $30.6 million to $39.3
million, driven by the impact of the acquisitions of PFS and ProSource and
reflecting software capitalized in connection with new computer applications.

Net cash provided by financing activities in 1998 reflected transactions to
partially fund the ProSource acquisition. Borrowings under the credit facility
reflect short-term funding of working capital requirements. Net cash provided by
financing activities in 1997 reflected several transactions to fund the
acquisition of PFS.

SEASONALITY AND INFLATION

Historically, the Company's sales and operating results have reflected
seasonal variations. The Company experiences lower net sales and income from
operations in the first and fourth quarters, with the effects being more
pronounced in the first quarter. Additionally, the effect of these seasonal
variations is more pronounced in regions where winter weather is generally more
inclement.

Inflation has not had a material impact on the Company's operations. Food
price deflation has negatively affected the Company's profitability as a
significant portion of the Company's sales has been at prices based on product
cost plus a percentage markup. The Company has taken action to modify certain
sales contracts to mitigate the adverse effects of food price deflation. (See
discussion under "Recent Developments" above.)

FORWARD-LOOKING AND CAUTIONARY STATEMENTS

Consolidation and Integration of Acquisitions

The Company's acquisitions of PFS and ProSource present opportunities to
significantly improve operating efficiencies of the combined businesses by
eliminating redundant facilities, achieving warehouse economies of scale with
new and larger facilities, improving truck fleet utilization through increased
deliveries per route and leveraging the operations support infrastructure.

The Company had previously developed a consolidation plan identifying
several actions to consolidate and integrate the PFS business, and has
identified additional such actions related to the ProSource business. Because of
the ProSource acquisition, the actions identified in the revised plan are now
expected to be completed by mid-2000. These actions include construction of new
warehouse facilities, closures of a number of existing warehouse facilities and
expansions of others, dispositions of property and equipment, conversions of
computer systems, centralization of support functions, reductions in workforce
and relocation of employees. The Company currently intends to maintain a largely
standalone distribution network and operations support infrastructure for the
casual dining business of ProSource. Though still in the early stages, the
Company is on schedule in the consolidation plan. The Company has closed eight
warehouse facilities and transferred the business to new or existing facilities,
expanded its Minneapolis, MN facility and commenced operations at two new
state-of-the-art facilities in Orlando, FL and Denver, CO.

14
15

Under current accounting rules, certain costs associated with these
actions, principally asset writedowns and exit cost accruals for lease
terminations and employee severance, have been accounted for as part of the PFS
and ProSource purchase price allocations or the restructuring charges recorded
in the third quarter of 1997 and the second quarter of 1998. Other incremental
costs associated with the actions that do not qualify as exit costs are expensed
as incurred and reported as a component of "Restructuring charges and other
unusual items" in the Condensed Consolidated Statements of Operations. Such
integration costs include start-up costs of new facilities and other temporary
inefficiencies arising from the warehouse and transportation network
reconfiguration, as well as incremental expenses associated with the
consolidation of the operations support infrastructure. Though difficult to
estimate, total cash integration costs to be expended over the remaining
consolidation period are expected to be in the range of $25-50 million.

While management believes it has the resources to meet its objectives, the
ultimate level and timing of cost efficiencies to be achieved upon the
completion of the consolidation plan are subject to the Company's ability to
manage through the complexities of the plan and respond to unanticipated events.
Ultimate cost savings expected to be achieved after completion of the
consolidation and integration actions are estimated to be approximately $100
million annually.

Computer Systems and Potential Year 2000 Issue

The Company's business activity requires the processing of several thousand
transactions on a daily basis in the purchasing, warehousing, transportation and
sale of food and supply items to restaurant customers. The Company's financial
and operational stability is reliant upon the orderly flow of goods through the
entire supply chain; i.e., from providers of food commodities to food processors
to the Company to customers' restaurants and finally to consumers. This flow of
goods depends on the use of computerized systems throughout the supply chain.

The Company has taken a number of steps to assess and remediate its
exposure to the Year 2000 program code problem. The Company's findings to date
include:

- As measured by lines of program code, approximately 20% of the Company's
software is not Year 2000 compliant. Remediation of this code is underway
and expected to be completed by mid-1999.

- The remaining 80% of software includes applications that are currently
being replaced by an integrated packaged software platform purchased in
1997, and several previously existing packaged software applications that
the Company will continue to utilize. The providers of the packaged
software have certified that their products are Year 2000 compliant. The
Company will, by mid-1999, perform procedures to verify such compliance.

- The Company has completed an assessment of its computer hardware and
determined that approximately 30% of these devices are not Year 2000
compliant. Remediation of this hardware will be completed by mid-1999.

- The Company is approximately 50% complete in its assessment of other
mechanical equipment and devices with electronic components possibly
susceptible to the Year 2000 issue. Risk identified to date has been
minimal and little is anticipated. This assessment will be completed in
early 1999.

- The Company has requested information regarding Year 2000 readiness from
its 1,600 trading partners, including product suppliers, service
providers and customers. Based on responses from these trading partners,
the Company has to date identified approximately 50 vendors as critical
that are being contacted directly for more insight into remediation
progress.

- The Company is using the services of outside experts to assist internal
resources in the identification and remediation of Year 2000 issues in
the various areas of exposure discussed above.

Given the environment the Company operates in, with rapid movement of high
volumes of products in cooperation with a large number of trading partners, the
risk of the Year 2000 issue to the Company is high and could result in a
significant adverse effect on the Company's operations. The Company believes
that software and equipment within its control are or will be timely compliant.
The risk lies principally with the
15
16

Company's large base of suppliers and customers. Within these groups there is a
wide range of exposure and resources focusing on potential Year 2000 issues. The
Company is limited in its ability to determine with a high degree of reliability
the state of readiness of trading partners and to influence these partners to
ascertain timely compliance.

By early 1999, the Company expects to complete a contingency plan to deal
with possible disruptions. The plan will be based on existing business
continuity plans.

As referenced above, the Company is in the process of replacing certain
critical applications within its management information system with a new
packaged software platform and hardware configuration. The new system will
complement the Company's consolidation effort by providing the flexibility to
support the varied processes of the combined business and by allowing greater
centralization of support functions. The implementation of the system is on
schedule and expected to be completed in mid-1999. The Company intends to
integrate the quick service operations of ProSource in time to support that
business with the new system. The Company will continue to utilize applications
currently supporting ProSource's casual dining business.

The costs to implement the new system will approximate $55-60 million and
to perform the assessment and remediation of the Year 2000 issue will
approximate an additional $15-25 million. A total of $25 million has been
expended to date for both projects combined. A significant portion of the costs
to implement the new system is being capitalized. The costs to perform the
assessment and remediation of the Year 2000 issue are expensed as incurred and
reported as a component of "Restructuring charges and other unusual items" in
the Condensed Consolidated Statements of Operations.

Industry and Customer Risk

The Company's future results are subject to economic and competitive risks
and uncertainties in the chain restaurant and foodservice distribution
industries and in the economy, generally. The trend of consolidation in the
Company's segment of the foodservice distribution industry, as evidenced by the
Company's acquisition activity, may further intensify competitive pressures.
While the Company will take appropriate actions to retain desired business, some
loss of customers during this transition period is expected. Management believes
that completion of the consolidation and integration plan will enhance the
Company's position as one of the most efficient distributors in its industry
and, therefore, highly competitive in pricing and customer service.

The Company provides foodservice distribution to Tricon-owned restaurants
under a long-term exclusive distribution agreement effective July 1997 (recently
extended to up to 10 years from 5 years -- see discussion under "Recent
Developments" above). The Company is subject to the inherent risk of customer
concentration, as approximately 20% of net sales are to Tricon, including
ProSource net sales on a pro forma basis. Tricon is actively engaged in the sale
to franchisees of company-owned restaurants covered by the distribution
agreement. While the distribution agreement provides that prior to sales of
Pizza Hut and Taco Bell restaurants, such franchisees will enter into
distribution agreements on substantially similar terms, there can be no
assurance that the transition from company-owned to franchised status will not
affect the Company's results.

Risk of Leverage

The Company is and will continue to be highly leveraged as a result of the
indebtedness incurred in connection with the acquisitions. The Company's ability
to meet interest payments, refinance the debt or ultimately repay the debt is
subject to the risks and uncertainties discussed above.

For additional factors that could cause the Company's actual results to
differ materially from expected and historical results, see the "Risk Factors"
set forth in the Company's Post-Effective Amendment No. 1 on Form S-1 to the
Form S-4 Registration Statement, filed with the Securities and Exchange
Commission on April 10, 1998.

16
17

PART II -- OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

ITEM 2. CHANGES IN SECURITIES

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits:

EXHIBIT
NUMBER DESCRIPTION
------- -----------

17
18

EXHIBIT
NUMBER DESCRIPTION
------- -----------

4.5 -- Supplemental 10 1/8% New Senior Subordinated Notes
Indenture, dated as of December 23, 1997, by and among
AmeriServe Food Distribution, Inc., AmeriServ Food
Company, and State Street Bank and Trust Company, as
Trustee (incorporated by reference to Exhibit 4.1 to The
Registrant's Current Report on Form 8-K, dated December
28, 1997).
4.6 -- Second Supplemental 10 1/8% New Senior Subordinated Notes
Indenture, dated as of May 21, 1998, by and among
AmeriServe Food Distribution, Inc. and State Street Bank
and Trust Company (incorporated by reference to Exhibit
4.3 to the Registrant's Current Report on Form 8-K dated
May 21, 1998).
10.1 -- Third Amended and Restated Credit Agreement, dated as of
May 21, 1998 among AmeriServe Food Distribution, Inc.,
Bank of America National Trust and Savings Association,
as Administrative Agent, Donaldson, Lufkin and Jenrette
Securities Corporation, as Documentation Agent, Bank of
America National Trust and Savings Association, as Letter
of Credit Issuing Lender and the Other Financial
Institutions Party Thereto, Arranged by BancAmerica
Robertson Stephens.*
27.1 -- Financial Data Schedule.*

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

* Filed herewith.

(b) Reports on Form 8-K.

During the third quarter of 1998, the Company and each of the Subsidiary
Guarantors filed the following:

1. Current Report on Form 8-K filed with the Securities and Exchange
Commission on July 22, 1998 disclosing, under Item 5, notifications
received from a customer, Wendy's International, Inc., indicating the
customer's decision to remove the Company as an authorized distributor to
its franchisee operators.

2. Current Report on Form 8-K/A filed with the Securities and Exchange
Commission on August 4, 1998 amending Items 7(a), 7(b) and 7(c) of the
Current Report on Form 8-K filed on May 22, 1998 regarding the acquisition
of ProSource, Inc., for the purpose of presenting Financial Statements and
Exhibits, including ProSource, Inc. Audited Financial Statements and
Unaudited Pro Forma Financial Statements.

3. Current Report on Form 8-K filed with the Securities and Exchange
Commission on September 16, 1998 disclosing, under Item 5, an extension
through 2005 of the Company's exclusive distribution agreement with Tricon
Global Restaurants, Inc.

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19

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized:

AmeriServe Food Distribution, Inc.
(Registrant)

By: /s/ DIANA M. MOOG

----------------------------------
Diana M. Moog,
Executive Vice President
and Chief Financial Officer

November 10, 1998

By: /s/ S.J. SZLAUDERBACH
----------------------------------
S.J. Szlauderbach,
Vice President and
Chief Accounting Officer

November 10, 1998

19
20

INDEX TO EXHIBITS

EXHIBIT
NUMBER DESCRIPTION
------- -----------

3.1 -- Amended and Restated Certificate of Incorporation of
AmeriServe Food Distribution, Inc. (formerly AmeriServ
Food Company, successor to AmeriServe Food Distribution,
Inc.), (incorporated by reference to Exhibit 3.1 to the
Registrant's Annual Report on Form 10-K filed March 28,
1998).
3.2 -- Amended and Restated By-Laws of AmeriServe Food
Distribution, Inc. (formerly AmeriServe Food Company,
Successor to AmeriServe Food Distribution, Inc.),
(incorporated by reference to Exhibit 3.2 to the
Registrant's Annual Report on Form 10-K filed March 28,
1998).
4.1 -- Indenture, dated as of October 15, 1997, by and among the
Company, the Subsidiary Guarantors and State Street Bank
and Trust Company, with respect to the Senior Notes
(incorporated by reference to Exhibit 4.1 to the
Registrant's Registration Statement on Form S-4 No.
333-38337 filed October 21, 1997).
4.2 -- Supplemental 8 7/8% New Senior Notes Indenture, dated as
of December 23, 1997, by and among AmeriServe Food
Distribution, Inc., AmeriServ Food Company, and State
Street Bank and Trust Company, as Trustee (incorporated
by reference to Exhibit 4.2 to the Registrant's Current
Report on Form 8-K, dated December 28, 1997).
4.3 -- Second Supplemental 8 7/8% New Senior Notes Indenture,
dated as of May 21, 1998, by and among AmeriServe Food
Distribution, Inc. and State Street Bank and Trust
Company (incorporated by reference to Exhibit 4.1 to the
Registrant's Current Report on Form 8-K dated May 21,
1998).
4.4 -- Indenture, dated as of July 11, 1997, by and among the
Company, the Subsidiary Guarantors and State Street Bank
and Trust Company, with respect to the New Senior
Subordinated Notes (incorporated by reference to the
Registrant's Registration Statement on Form S-4 No.
333-33225 filed August 8, 1997).
4.5 -- Supplemental 10 1/8% New Senior Subordinated Notes
Indenture, dated as of December 23, 1997, by and among
AmeriServe Food Distribution, Inc., AmeriServ Food
Company, and State Street Bank and Trust Company, as
Trustee (incorporated by reference to Exhibit 4.1 to The
Registrant's Current Report on Form 8-K, dated December
28, 1997).
4.6 -- Second Supplemental 10 1/8% New Senior Subordinated Notes
Indenture, dated as of May 21, 1998, by and among
AmeriServe Food Distribution, Inc. and State Street Bank
and Trust Company (incorporated by reference to Exhibit
4.3 to the Registrant's Current Report on Form 8-K dated
May 21, 1998).
10.1 -- Third Amended and Restated Credit Agreement, dated as of
May 21, 1998 among AmeriServe Food Distribution, Inc.,
Bank of America National Trust and Savings Association,
as Administrative Agent, Donaldson, Lufkin and Jenrette
Securities Corporation, as Documentation Agent, Bank of
America National Trust and Savings Association, as Letter
of Credit Issuing Lender and the Other Financial
Institutions Party thereto arranged by BancAmerica
Robertson Stephens.*
27.1 -- Financial Data Schedule.*

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

* Filed herewith.