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As filed with the Securities and Exchange Commission on April 30, 2004

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Tabletop Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)

Delaware		5141		52-2219000
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

10 South Riverside Plaza, Suite 850
Chicago, Illinois 60606
(312) 840-6000
(Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)

Warren B. Grayson
Vice President, General Counsel and Secretary
Tabletop Holdings, Inc.
10 South Riverside Plaza
Suite 850
Chicago, Illinois 60606
(312) 840-6000
(Name, address, including zip code, and telephone number, including area code, of agent for service)

SEE TABLE OF ADDITIONAL REGISTRANTS

With copies to:

Carol M. Lind
Sidley Austin Brown & Wood LLP
Bank One Plaza
10 South Dearborn Street
Chicago, Illinois 60603
(312) 853-7000

Bruce S. Mendelsohn
Akin Gump Strauss Hauer & Feld LLP
Robert S. Strauss Building
1333 New Hampshire Avenue, NW
Washington, DC 20036
(202) 887-4000

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

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o

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. o

If this form is a post-effective amendment filed pursuant to Rule 462(c) 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. o

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. o

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee


Income Deposit Securities (IDSs)(2)	$	$

Class A Common Stock, par value $0.01(3)

% Senior Subordinated Notes(4)

Guarantees of Senior Subordinated Notes(5)

Total	$700,000,000	$88,690

(1): Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.
(2): The IDS units represent shares of the Class A common stock and $ aggregate principal amount of % senior subordinated notes, including IDSs subject to the underwriters' over-allotment option and an indeterminate number of IDSs of the same series which may be received by holders of senior subordinated notes in the future on one or more occasions in the event of a subsequent issuance of IDSs, upon an automatic exchange of portions of the senior subordinated notes for identical portions of such additional notes.
(3): Includes shares of Class A common stock subject to the underwriters' over-allotment option.
(4): Includes $ million aggregate principal amount of % senior subordinated notes subject to the underwriters' over-allotment option. Also includes an indeterminate principal amount of notes of the same series as the senior subordinated notes, which will be received by holders of senior subordinated notes in the future on one or more occasions in the event of a subsequent issuance of IDSs, upon an automatic exchange of portions of the senior subordinated notes for identical portions of such additional notes.
(5): Pursuant to Rule 457(n), no separate filing fee is required for the guarantees.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant 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.

TABLETOP HOLDINGS, INC.
TABLE OF ADDITIONAL REGISTRANTS

Name of Additional Registrants	State of Incorporation	Primary Standard Industrial Classification Code	I.R.S. Employee Identification Code	Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices
Merisant Company	Delaware	5141	52-2218321	10 South Riverside Plaza Chicago, IL 60606 (312) 840-6000
Merisant Foreign Holdings I, Inc.	Delaware	5141	51-0396579	10 South Riverside Plaza Chicago, IL 60606 (312) 840-6000
Merisant US, Inc.	Delaware	5141	51-0397233	10 South Riverside Plaza Chicago, IL 60606 (312) 840-6000

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED APRIL 30, 2004

PROSPECTUS

Tabletop Holdings, Inc.

INCOME DEPOSIT SECURITIES (IDSs)
and
$ MILLION % SENIOR SUBORDINATED NOTES DUE 2014

We are selling income deposit securities, or IDSs, representing shares of Class A common stock and $ million aggregate principal amount of % senior subordinated notes due 2014. Each IDS initially represents:

•: one share of our Class A common stock; and
•: a % senior subordinated note with $ principal amount.

We are also selling separately (not represented by IDSs) $ million aggregate principal amount of our % senior subordinated notes due 2014, subject to extension of maturity, as described herein. Purchasers of separate senior subordinated notes may not also purchase IDSs in this offering. See "Notice to Purchasers of Separate Senior Subordinated Notes and Acknowledgement of Purchaser Intent" herein. The completion of the offering of our IDSs and of our separate notes are conditioned upon each other.

This is the initial public offering of our IDSs and senior subordinated notes. We anticipate that the public offering price of the IDSs will be between $ and $ per IDS and the public offering price of the senior subordinated notes sold separately (not represented by IDSs) will be % of their stated principal amount. We will apply to list our IDSs on the under the trading symbol " ". We do not anticipate that the senior subordinated notes will be separately listed on any exchange.

Holders of IDSs will have the right to separate IDSs into the shares of our Class A common stock and senior subordinated notes represented thereby at any time after the earlier of 45 days from the closing of this offering or the occurrence of a change of control. Similarly, except as described below, holders of our Class A common stock and senior subordinated notes may, at any time, unless the IDSs have automatically separated, combine the applicable number of shares of Class A common stock and senior subordinated notes to form IDSs. Separation of IDSs will occur automatically upon the continuance of a payment default on the senior subordinated notes for 90 days, or a repurchase, redemption or maturity of the senior subordinated notes.

Our senior subordinated notes mature on , 2014, subject to our right to extend their maturity for two successive five-year extension terms under specified circumstances. We will be permitted to defer interest payments on our senior subordinated notes subject to the limitations described in "Description of the Senior Subordinated Notes—Terms of the Notes—Interest Deferral" on page 109. Deferred interest on our senior subordinated notes will bear interest quarterly at a rate equal to the stated annual rate of % per quarter. Our obligations under the senior subordinated notes will be guaranteed by each of our direct and indirect wholly-owned current and future domestic subsidiaries.

Upon a subsequent issuance by us of senior subordinated notes of the same series (whether or not as part of a subsequent issuance of IDSs), a portion of your senior subordinated notes may be automatically exchanged for an identical principal amount of the senior subordinated notes issued in such subsequent issuance and, in such event, your IDSs or senior subordinated notes will be replaced with new IDSs or a unit consisting of your senior subordinated notes and new senior subordinated notes, as the case may be. For more information regarding these automatic exchanges and the effect they may have on your investment, see "Risk Factors—Subsequent issuances of senior subordinated notes may cause you to recognize OID and subject you to other adverse consequences" on page 32 and "Description of the Senior Subordinated Notes—General" on page 108 and "Material U.S. Federal Income Tax Considerations—Senior Subordinated Notes—Exchange Rights and Additional Issuances" on page 160.

Investing in our IDSs and our senior subordinated notes involves risks. See "Risk Factors" beginning on page 25.

	Price to Public	Underwriting Discount and Commission	Proceeds to Tabletop Holdings, Inc. (before expenses)
Per IDS(1)	$	$	$
Per Senior Subordinated Note(2)	$	$	$
Total(3)	$	$	$

(1): Comprised of $ allocated to each senior subordinated note and $ allocated to each share of our Class A common stock.
(2): Represents the $ million aggregate principal amount of senior subordinated notes sold separately (not represented by IDSs).
(3): Approximately $ million of those proceeds will be used to repurchase Class B common stock from our existing financial investor, selected members of our management and other Class B stockholders, who we refer to as our Class B stockholders.

We have granted the underwriters an option to purchase up to additional IDSs at the public offering price, less the underwriting discount, within days from the date of this prospectus to cover over-allotments to purchase additional IDSs. We will use the proceeds from the sale of any additional IDSs upon the exercise of the underwriters' over-allotment option to repurchase additional shares of Class B common stock from our Class B stockholders.

The underwriters expect to deliver the IDSs and the senior subordinated notes in book-entry form only through the facilities of The Depository Trust Company to purchasers on or about , 2004.

Neither the U.S. Securities and Exchange Commission nor any other federal or state agency has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Joint Book-Running Managers

Credit Suisse First Boston

RBC Capital Markets

Merrill Lynch & Co.

The date of this Prospectus is , 2004.

NOTICE TO PURCHASERS OF SEPARATE SENIOR SUBORDINATED NOTES AND
ACKNOWLEDGEMENT OF PURCHASER INTENT

None of the separate senior subordinated notes purchased in connection with this offering may be purchased, directly or indirectly, by persons who also (1) are purchasing IDSs in this offering or (2) are receiving shares of Class B common stock in connection with our recapitalization described herein, including the receipt of shares of Class B common stock pursuant to an existing management incentive plan in connection with this offering. Accordingly, each investor purchasing the separate senior subordinated notes in this offering must not purchase IDSs in this offering, must not receive shares of Class B common stock in connection with our recapitalization, and must not be a party to or enter into any plan or arrangement whereby it would acquire any IDSs or our company equity (as defined below) or transfer the separate senior subordinated notes to any holder of IDSs or our Class B common stock.

Each person purchasing separate senior subordinated notes in this offering, by acquiring the separate senior subordinated notes, thereby represents to us and the underwriters that:

(a): neither such purchaser nor any entity, investment fund or account over which such purchaser exercises investment control is purchasing IDSs in this offering;
(b): neither such purchaser nor any entity, investment fund or account over which such purchaser exercises investment control is receiving shares of Class B common stock in connection with our recapitalization described herein;
(c): neither such purchaser nor any entity, investment fund or account over which such purchaser exercises investment control owns, or has the intent or contractual right to acquire, any of our equity securities (including securities which are convertible, exchangeable or exercisable into or for our equity or our equity-linked securities, which we refer to collectively as our company equity); and
(d): neither such purchaser nor any entity, investment fund or account over which such purchaser exercises investment control is a party to any plan or pre-arrangement whereby it would (1) acquire any IDSs or any of our company equity or (2) transfer the separate senior subordinated notes to any holder of IDSs or any of our company equity.

For purposes of these representations, the "purchaser" shall be deemed to be (1) the person who initially purchases the separate senior subordinated notes from the underwriters in this offering and (2) the person(s), if any, pursuant to whose instructions such purchase was made.

We, the underwriters, and our respective counsel will rely on compliance with the foregoing restrictions and representations in connection with certain positions we will take for federal income tax purposes. See "Risk Factors—Interest on the senior subordinated notes may not be deductible by us for U.S. federal income tax purposes, which could significantly reduce our future cash flow and impact our ability to make interest and dividend payments" and "Material U.S. Federal Income Tax Considerations." Each investor in this offering assumes sole responsibility for ensuring that it complies with the restrictions above. Neither we nor the underwriters will assume any responsibility to ensure that any investor complies with these restrictions. If you are unsure whether the restrictions above would prohibit you from purchasing the separate senior subordinated notes, our IDSs or any of our company equity, you should consult your own legal advisor with regard to the application of these restrictions to your individual circumstances.

TABLE OF CONTENTS

		Page
PROSPECTUS SUMMARY		1
RISK FACTORS		25
USE OF PROCEEDS		41
DIVIDEND POLICY AND RESTRICTIONS		42
CAPITALIZATION		43
DILUTION		44
SELECTED CONSOLIDATED FINANCIAL DATA		45
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		47
INDUSTRY OVERVIEW		66
BUSINESS		71
MANAGEMENT		84
PRINCIPAL STOCKHOLDERS		91
RELATED PARTY TRANSACTIONS		92
DESCRIPTION OF CERTAIN INDEBTEDNESS		94
DESCRIPTION OF INCOME DEPOSIT SECURITIES (IDSS)		96
DESCRIPTION OF CAPITAL STOCK		101
DESCRIPTION OF THE SENIOR SUBORDINATED NOTES		108
SHARES ELIGIBLE FOR FUTURE SALE		154
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS		155
CERTAIN ERISA CONSIDERATIONS		166
UNDERWRITING		169
NOTICE TO CANADIAN RESIDENTS		172
LEGAL MATTERS		173
EXPERTS		173
WHERE YOU CAN FIND MORE INFORMATION		173
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS		F-1

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different information. We are not making an offer of these IDSs or senior subordinated notes in any state where the offer is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

Dealer Prospectus Delivery Obligations

Until , 2004, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

FORWARD LOOKING STATEMENTS

Certain information included in this prospectus may be deemed to be "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, which we refer to as the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act. All statements, other than statements of historical facts, included in this prospectus, are forward-looking statements. In particular, statements that we make under the headings "Prospectus Summary," "Management's Discussion and Analysis of Financial Condition and Results of Operations," and "Business" relating to overall volume trends, pricing trends and industry forces, anticipated results, expectations for funding capital expenditures and operations and changes in market share and the sufficiency of capital to meet working capital, capital expenditures requirements and our strategies are forward-looking statements. When used in this document, the words "anticipate," "estimate," "project" and similar expressions are intended to identify forward-looking statements.

These statements are based on assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. Any forward-looking statements are not guarantees of our future performance and are subject to risks and uncertainties that could cause actual results, developments and business decisions to differ materially from those contemplated by such forward-looking statements. We disclaim any duty to update any forward-looking statements. The factors that may cause actual results, developments and business decisions to differ materially from those contemplated by such forward-looking statements include the risk factors discussed under the heading "Risk Factors."

PRESENTATION OF FINANCIAL INFORMATION

Our fiscal year ends on December 31 of each year.

We are a holding company, with substantially all of our assets consisting of the capital stock of our wholly-owned subsidiary, Merisant Company, or Merisant. Through Merisant, we acquired the assets of Monsanto Company's, or Monsanto's, tabletop sweetener business on March 17, 2000. Monsanto did not operate its tabletop sweetener business through one or more separate entities substantially dedicated to the business we acquired, and it represented only a portion of one of Monsanto's lines of business. Contemporaneously with this disposition, Monsanto also divested its sweetener ingredients business along with two other related divisions from the same line of business. As a result, we do not have a predecessor for financial reporting purposes and we do not present the results of operations of any predecessor entity in this prospectus.

We make references to retail sales and the retail market. These references do not include sales through the food service channel, which, to our knowledge, is not independently tracked.

In this prospectus, Operating EBITDA excludes interest expense, income tax expense and depreciation and amortization as well as items such as expenses related to start-up costs, restructuring charges and other non-cash items (including non-cash derivative gains and losses). Operating EBITDA is presented in this prospectus because we believe that it is a useful supplement to operating income and cash flows from operations in understanding cash flows generated from operations that are available for tax, debt service and capital expenditures. In particular, management uses Operating EBITDA to evaluate reportable segment performance and allocate resources. Additionally, management uses this measure to compare our operating performance with that of our competitors. However, Operating EBITDA is not a measure of liquidity under GAAP. Accordingly, while providing useful information, this measure should not be considered in isolation from, or as a substitute for, consolidated statement of cash flow data prepared in accordance with GAAP as an indication of our liquidity. In addition, the Operating EBITDA measure presented may differ from, and may not be

comparable to, similarly titled measures used by other companies. Operating EBITDA margin represents Operating EBITDA as a percentage of net sales.

We sometimes refer to standard case and CAGR in this prospectus. We define standard case as the equivalent in sweetness power of 1,200 teaspoonfuls of sugar. CAGR refers to compound annual growth rate.

INDUSTRY AND MARKET DATA

We generate market and competitive position data to measure the performance of, and plan for, our business. We obtained the market and competitive position data used throughout this prospectus from our own research as well as surveys or studies conducted by third parties and industry or general publications. In particular, historical and projected retail sales of low calorie tabletop sweeteners, and the growth rates of such historical retail sales, are derived from data generated by the market research firms A.C. Nielsen Co., which we refer to as ACNielsen, and Information Resources, Inc., which we refer to as IRI, where available. Where third party data is unavailable or does not cover the entire segment of the market being reviewed, we estimate sales using our regional sales and pricing data. Industry publications and surveys generally state that they have obtained information from sources believed to be reliable, but do not guarantee the accuracy and completeness of such information. While we believe that each of these studies and publications is reliable, we have not independently verified such data, and we do not make any representation as to the accuracy of such information. Similarly, we believe that our internal research is reliable, but it has not been verified by any independent sources.

TRADEMARKS

We have proprietary rights to a number of trademarks, including Equal®, Canderel®, Misura®, Mivida™, Sucaryl™ and Chuker™, which are material to our business. We have licensed from The NutraSweet Company the right to use the NutraSweet® trademark in our tabletop sweetener business. Unless otherwise indicated, all other trademarks or service marks referred to in this prospectus are the property of their respective owners and are not our property.

PROSPECTUS SUMMARY

The following summary highlights selected information contained in this prospectus. You should read this summary together with the more detailed information that is contained in this prospectus. Unless otherwise indicated or the context requires otherwise, all references in this prospectus to "Tabletop," "our company," "we," "us," "our," or similar references mean Tabletop Holdings, Inc. and its consolidated subsidiaries. All references to "Merisant" mean Merisant Company, Tabletop's wholly-owned subsidiary.

Our Company

Overview

We are the worldwide leader in the marketing of low calorie tabletop sweeteners, with an estimated 30% share of a growing global retail market which we estimate at $1.3 billion. We believe that we have the leading market share in 11 of the top 20 countries for low calorie tabletop sweetener sales. Our brands, including our premium-priced brands Equal® and Canderel®, are sold in over 85 countries and are among the most recognized low calorie tabletop sweetener products in the world, with brand awareness estimated at or above 90% in each of their respective key markets. The strength of our leading brands is evidenced by price premiums relative to most of our competitors. We have a global infrastructure, including manufacturing operations whose principal activity is to blend and package our products. For the year ended December 31, 2003, we generated net sales and Operating EBITDA of $352.3 million and $110.2 million, respectively. Our strong margins and low capital expenditures help us generate significant cash flows. Prior to Merisant's refinancing in July 2003, we had repaid approximately $149.4 million, or 34%, of the debt we incurred in connection with our formation as a stand-alone company in March 2000. As of December 31, 2003, we have repaid approximately $39.0 million, or 8%, of the debt incurred by Merisant in connection with its refinancing.

Our typical customer tends to be female, over 35 years of age and either a member of a diabetic household or a dieter. Our core customer base is growing as a result of an increased level of health consciousness and product awareness among consumers, as well as an aging population and an increased number of diabetics and persons who are glucose intolerant. We believe that these demographic trends have been primarily responsible for growth in the low calorie tabletop sweetener industry. According to LMC International Ltd, or LMC, global demand for low calorie tabletop sweeteners grew at a CAGR of 3% between 1990 and 2000 to 952,000 tons of sugar equivalent, but it only represented 2% of total tabletop sweetener demand. As a result, we believe there is substantial room for further growth in the low calorie tabletop sweetener industry.

We sell through multiple channels of distribution, including grocery and pharmacy retailers, food service distributors, mass merchandisers and club/warehouse retailers. We use distributors and brokers to distribute our products throughout the world and sell our products directly to selected customers in our largest markets. In 2003, $83.8 million, or 24% of our net sales, were made to Heinz U.S.A., which we refer to as Heinz, our primary distributor to the grocery and food service customers in the United States. Other than Heinz, no customer, including those serviced by Heinz, accounted for greater than 10% of our total net sales in 2003. We enjoy strong relationships with our customers, who include well-known mass merchandisers such as Wal-Mart, Sam's and Costco, restaurant chains such as McDonald's and Starbucks and grocery chains such as Kroger and Carrefour.

The key ingredient in a majority of our products, including Equal® and Canderel®, is aspartame, although we also offer tabletop products sweetened with saccharin and other blended low calorie tabletop sweeteners. We currently obtain aspartame from the same third party manufacturer that supplies it as a sweetening ingredient to many leading low calorie food and beverage manufacturers. We believe aspartame is one of the most thoroughly tested low calorie tabletop sweeteners, and has gained widespread acceptance among consumers.

Our global business model results from 25 years of experience in the low calorie tabletop sweetener industry, first as a division of G.D. Searle & Co., or Searle, and later Monsanto, and currently as a stand-alone company. Our global infrastructure includes manufacturing operations in the United States, Argentina and Australia and dedicated facilities in Germany that are operated by a third party. We are the only competitor in the low calorie tabletop sweetener market with global infrastructure and presence, which provides us with a competitive advantage over companies that compete in regional markets. The low calorie tabletop sweetener market remains fragmented, and most of our competitors focus on distinct markets and products. We estimate that our global retail sales are 50% larger than those of our next largest competitor. Our global scale allows us to work with leading suppliers in local markets and to develop local distribution channels. We will continue to look for opportunities to leverage our global presence and enhance global efficiencies in our business.

Our Competitive Strengths

We believe that our competitive strengths include:

•: Leading global market position. We are the leading global marketer of low calorie tabletop sweeteners, with an estimated 30% dollar share of the global retail market in 2003. We estimate that, as of December 31, 2003, we had a 29% dollar share in North America, which, for our purposes, consists of the United States and Canada, a 37% dollar share in Europe, Africa and the Middle East, which we refer to as EAME, and a 28% dollar share in Latin America. Within the Asia/Pacific region, we believe we have captured a 49% dollar share of the Australia/New Zealand market and believe that we have established leading positions in several other markets within that region. Given our significant market share in most of our markets, we are well positioned to take advantage of overall industry growth in each of those markets.
•: Strong brand equity and brand portfolio. Over the past 25 years, our brands have benefited from significant investments in consistent quality production and brand awareness. As a result, Equal® enjoys consumer loyalty of 65% in the United States as of December 2003. This brand equity has allowed us to expand by developing new products and new uses for our existing products, such as Equal Spoonful®, a product that measures like sugar to make it easier to use in recipes designed for Equal®; Equal® Perfect Pleasures™ candies, which we have successfully launched in the United States, Puerto Rico, Canada, Australia and South Africa; and Canderel® branded chocolates, which we have successfully launched throughout Europe and the Middle East. Our worldwide brand recognition and leadership position in the industry facilitate geographic expansion.
•: Unmatched global scale. We are the only global competitor in the marketplace that is focused primarily on the low calorie tabletop sweetener business. We estimate that our global retail sales are 50% larger than those of our next largest competitor. We have the focus, resources and consumer insights to quickly and effectively develop new products, market our brands and serve our global customers. Our global scope allows us to selectively invest in markets with the highest potential for growth and the highest returns. We continue to seek efficiencies and optimize our resource allocation to take advantage of our global scale. Our leading competitive position in the low calorie tabletop sweetener market, which results from our brand equity, global scope and customer relationships, would be difficult and costly for our competitors to replicate.
•: Strong and stable cash flow characteristics. Supported by a unique combination of strong brand equity, high consumer loyalty, attractive margins and low capital expenditures, we have consistently produced strong cash flows, regardless of economic conditions, which have allowed us to pay down substantial debt. Our net sales have grown from an estimated $341.2 million in 2000 to $352.3 million in 2003. Prior to Merisant's refinancing in July 2003, we had repaid approximately $149.4 million, or 34%, of the debt we incurred in connection with our formation

as a stand-alone company in March 2000. As of December 31, 2003, we have repaid approximately $39.0 million, or 8%, of the debt incurred by Merisant in connection with its refinancing.

•: Experienced and incentivized management team. Our senior management team has extensive experience in global brand management and the consumer products industry in markets around the world. Our chief executive officer, Etienne Veber, has a proven track record in the industry. Our employees have a financial incentive in the success of the business. All employees participate in one of two long-term incentive plans, and certain of our executive officers participate in our stock appreciation rights plan as well as Merisant's supplemental long-term incentive plan.

Our Business Strategy

Our business strategy since our inception has been to enhance and develop world-class brands that drive cash flow and create value. By capitalizing on the strength of our existing brand portfolio and global infrastructure, we believe we will achieve steady revenue growth and stable cash flows through identifiable near-term initiatives, including:

•: Expand our sales by promoting new usage among our existing consumers. Our core consumer group, consisting primarily of health-conscious consumers and diabetics, has been responsible for our historical growth and momentum. We intend to build on this group's loyalty and grow further by encouraging new and more frequent uses of our brands. We intend to increase usage through various value-focused promotional and in-store activities with retail partners and distributors and promote new uses by introducing innovative products, packaging and recipes designed especially for Equal® and Canderel®. Our active communication with our core consumers such as diabetics through our extensive consumer database and newsletters has been one of the key factors behind our consumer loyalty. Our market research indicates that in the United States, approximately 42% of the users of Equal® are diabetics; similarly, approximately 52% of the volume of Equal® sold is consumed by diabetics. We estimate that diabetic consumers also represent a significant portion of our volume in most of our other markets.
•: Expand the Equal® and Canderel® brand positioning to attract new users into our franchise. We seek to attract consumers who currently do not use low calorie tabletop sweeteners by convincing them that our brands can be used in their everyday lives as part of a healthier lifestyle. Market research indicates that Equal® is used by approximately 6% of all households in the United States and that approximately 14 million U.S. households, or 14%, are open to moving away from sugar. Our initiative to attract new users focuses on the great taste, health benefits, usefulness and quality of our product through an integrated marketing campaign, including print, television, other media and sampling. While the household penetration of our brands varies from country to country, we see opportunities to attract new users in all of our major markets.
•: Gain market share among current users of low calorie tabletop sweeteners. In North America, our market research indicates that there are approximately 7 million households in the United States that currently use low-calorie sweeteners who would consider conversion to our Equal® brand. We plan to pursue competitive brand users through focused promotion aimed at encouraging Equal® brand trial and conversion. Outside North America, we will pursue share gain primarily through geographic expansion. For example, we have recently launched our Equal® brand in Taiwan, Korea and Israel.
•: Continue to improve efficiencies and margins throughout our operations. We have successfully achieved significant improvements in our working capital management and lowered our costs of operations. As a result, we have improved our gross margins and increased our cash flow.

Beginning in 2001, we began consolidating vendors, increasing plant productivity and optimizing global sourcing of materials and business models. In addition, we recently renegotiated our agreement for the 2004 and a significant portion of the 2005 supply of our primary raw material, aspartame. Our operating model has enabled us to increase cash flow and accelerate the repayment of debt. We will continue to examine cost reduction and working capital management strategies in an effort to enhance efficiencies and maximize cash flow. In addition, our headcount reduction actions begun in June 2002, resulted in savings of approximately $8.0 million, excluding severance costs, for the year ended December 31, 2003.

•: Execute aggressive marketing plans in our key markets to enhance our brands. By continuing to execute our current marketing efforts, we believe we can solidify and enhance our position as a leader in our four key markets: North America, France, United Kingdom and Mexico, which represent a large majority of our total net sales for 2003. We intend to increase our consumer marketing spending which will enable us to significantly increase our share of voice with consumers. Specifically, we are looking to invigorate our market positions in North America and the United Kingdom, and build on our leadership positions in France and Mexico.

We believe that we have additional opportunities to achieve sustainable long-term growth by capitalizing on positive consumer macro-trends, which include the increasing health consciousness of consumers, the aging of the population, and the increasing incidence of diabetes, through the following initiatives:

•: Pursue brand repositioning campaign to capture category growth. We intend to reposition our brand in our key markets in 2004 to appeal to a broader consumer base, in order to take advantage of the favorable consumer trends that are occurring. We will continue with our increased marketing spending discussed earlier for this campaign which we believe will accelerate the growth of our Equal® and Canderel® franchises over the long-term. For instance, our new marketing effort is highlighted by our "Plan E" campaign in North America that we expect will reposition Equal® as a lifestyle brand to be utilized in our customers' everyday lives. In Europe, our marketing plans are centered around a new formulation of Canderel® and revamped brand identity.
•: Innovate new products and brand extensions to increase future product pipeline. We will continue to focus resources on the research and development and launch of new products and brand extensions in an effort to grow the category in our key markets. In 2003, we introduced the Canderel® branded chocolates in Europe and Equal Spoonful® and Equal® Perfect Pleasures™ candies in North America, all of which were well received by the marketplace. By continuing to expand our Canderel® chocolate line in other markets such as Mexico and South Africa, and introducing further new products in Europe, in addition to brand extensions, we believe we will continue to expand the category and strengthen our market share.

Our History

The main sweetening ingredient in our leading tabletop brands, aspartame, was discovered in 1965 by Dr. James Schlatter while doing research at Searle on amino acids. By the early 1980s, after many years of testing before being approved for consumer use, the product was being marketed as Canderel® in much of Europe and as Equal® in the United States. In 1985, Monsanto entered the low calorie sweetener market through its acquisition of Searle. Monsanto's tabletop sweetener business, which packaged and distributed low calorie tabletop sweeteners, was sold to an investor group led by an affiliate of Pegasus Capital Advisors, L.P., who we refer to as our sponsor investor, on March 17, 2000 and renamed Merisant Company.

The Transactions

Concurrently with this offering:

•: we will effect a recapitalization of the equity interests of our existing stockholders and a number of other internal corporate transactions;
•: Merisant will enter into a $ million senior secured revolving credit facility, which we refer to as the new revolving credit facility; and
•: Merisant will incur approximately $ million aggregate principal amount of new senior indebtedness, which may be secured or unsecured, which we refer to as the new senior indebtedness.

We estimate that we will sell IDSs in this offering and $ million aggregate principal amount of additional senior subordinated notes sold separately (not in the form of IDSs) and receive net proceeds of approximately $ million after deducting underwriting discounts, commissions, and other estimated offering expenses, assuming an initial public offering price of $ per IDS, which represents the mid-point of the range set forth on the cover page of this prospectus.

We will use the net proceeds of this offering together with the estimated $ million net proceeds from our new senior indebtedness and cash on hand, to:

•: repay all outstanding borrowings under, and terminate, Merisant's current senior secured credit facility, which we refer to as our existing senior credit facility, and unwind our current interest rate hedges;
•: consummate tender offers and consent solicitations for all of our outstanding $136.0 million aggregate principal amount at maturity of 12¹/4% senior subordinated discount notes due 2014, which we refer to as the discount notes, and all of Merisant's outstanding $225.0 million aggregate principal amount of 9¹/2% senior subordinated notes due 2013, which we refer to as the existing senior subordinated notes;
•: repurchase approximately shares of our currently outstanding Class B common stock from our existing stockholders; and
•: make payments under existing management incentive plans of approximately $ (assuming an initial public offering price of $ per IDS).

If the underwriters exercise their over-allotment option in full, we will use all of the additional net proceeds to repurchase additional shares of our Class B common stock from our Class B stockholders.

We refer to this offering, our entering into the new revolving credit facility, our incurrence of the new senior indebtedness, the repayment in full and termination of the existing senior credit facility, the unwinding of our current interest rate hedges, the repurchase of a portion of the outstanding Class B common stock of our Class B stockholders, the making of payments and issuance of shares of Class B common stock under existing management incentive plans, the internal corporate transactions and the tender offer for our discount notes and the existing senior subordinated notes collectively as the Transactions. We refer to all of the Transactions other than this offering as the other Transactions.

The closing of this offering is conditioned on our completion of the other Transactions (other than the repurchase of shares from our Class B stockholders and the making of payments and issuance of shares of Class B common stock under our management incentive plans).

New Revolving Credit Facility. Concurrently with this offering, Merisant will enter into an estimated $ million new senior secured revolving credit facility. We anticipate that the new revolving credit facility will have a maturity. While the new revolving credit facility is expected to permit us to pay dividends on the shares of Class A common stock that constitute the IDSs and our

Class B common stock, we expect that it will contain restrictions on our ability to do so. We anticipate that the new revolving credit facility will be undrawn at closing and that we will have $ million of availability immediately following the offering.

New Senior Indebtedness. Concurrently with this offering, we anticipate that Merisant will incur approximately $ million of new senior indebtedness, the form and terms of which are to be determined. While the terms of the new senior indebtedness are expected to permit us to pay dividends on the shares of Class A common stock that constitute the IDSs and our Class B common stock, we expect that it will contain restrictions on our ability to do so.

Tender Offers and Consent Solicitations. We intend to commence tender offers and consent solicitations with respect to all of the discount notes and all of the existing senior subordinated notes. The closing of this offering is conditioned upon the receipt of the tenders and consents of at least a majority in aggregate outstanding principal amount at maturity of the discount notes and existing senior subordinated notes. Holders of the discount notes and existing senior subordinated notes that provide consents will be obligated to tender their notes in the tender offers, and holders of the discount notes and existing senior subordinated notes that tender their notes in the tender offers will be obligated to provide consents. The consummation of the tender offers will be conditioned upon this offering.

Repayment of the Existing Senior Credit Facility. The existing senior credit facility consists of two term loans and a revolving credit facility. We expect to pay the outstanding principal amount outstanding under the existing senior credit facility of $ million, consisting entirely of term loan borrowings, plus accrued and unpaid interest. These term loan borrowings bear interest at variable rates with a weighted average interest rate as of January 1, 2004 of 4.1% per year. The terms of the existing senior credit facility allow us to prepay without premium or penalty. We will also unwind our interest rate hedges related to the existing credit facility.

Our Existing Stockholders and Our Recapitalization

Tabletop Holdings, LLC, who we refer to as our existing financial investor, selected members of management and certain others are the owners of all of our outstanding Class B common stock.

Upon consummation of the Transactions, we anticipate that our existing financial investor will own approximately shares of our outstanding Class B common stock, representing approximately % of our outstanding capital stock (or % if the over-allotment option is exercised in full). We anticipate that certain members of management will own approximately shares of our outstanding Class B common stock, representing approximately % of our outstanding capital stock (or % if the over-allotment option is exercised in full).

Holders of our Class B common stock have agreed to restrictions on the transferability of the Class B common stock. Beginning on the 181^st day after the consummation of this offering, the holders of our Class B common stock will have the right to convert or exchange their Class B common stock into the equivalent value of IDSs under certain circumstances. However, until the second anniversary of the consummation of this offering, the amended and restated shareholders agreement will restrict the holders of our Class B common stock from exercising such exchange right if following the exchange the holders of our Class B common stock would hold less than shares. For a more complete description of this conversion or exchange right, see "Related Party Transactions—Shareholders Agreement and Registration Rights Agreement."

Our Corporate Structure

The following chart illustrates our company's structure after giving effect to the transactions contemplated hereby:

*: Where required by local law, a nominal number of shares may be held by directors or other persons.

Information About Us

We are a Delaware corporation. Our chief executive offices are located at 10 South Riverside Plaza, Suite 850, Chicago, Illinois 60606. Our telephone number is (312) 840-6000. Our Internet address is www.merisant.com. The information found on our website is not a part of this prospectus.

Other Information About This Prospectus

Throughout this prospectus, unless otherwise noted, we have assumed:

•: an initial public offering price of $ per IDS (comprised of $ principal amount allocated to each senior subordinated note and $ allocated to each share of Class A common stock), which represents the mid-point of the range set forth on the cover page of this prospectus;
•: a % annual interest rate on the senior subordinated notes, which is subject to change depending on market conditions prior to the pricing date;
•: no exercise of the underwriters' over-allotment option;
•: the reclassification of our existing common stock effective immediately prior to this offering;
•: the issuance of shares of Class B common stock to participants in our Stock Appreciation Rights Plan upon the consummation of this offering, which represents the number of such shares that will be issued assuming an initial offering price of $ per IDS; and

•: receipt of tenders and consents with respect to 100% of the aggregate outstanding principal amount of discount notes and existing senior subordinated notes.

Furthermore, unless the context otherwise requires, references in this prospectus to "senior subordinated notes" refer to both senior subordinated notes underlying IDSs as well as senior subordinated notes issued separately (not in the form of IDSs).

The Offering

Summary of the IDSs and Senior Subordinated Notes

We are offering IDSs at an assumed initial public offering price of $ per IDS, which represents the mid-point of the range set forth on the cover page of this prospectus and $ million aggregate principal amount of additional senior subordinated notes sold separately (not in the form of IDSs). Purchasers of separate senior subordinated notes may not also purchase IDSs in this offering. See "Notice to Purchasers of Separate Senior Subordinated Notes and Acknowledgement of Purchaser Intent" above. As described below, assuming we make our scheduled interest payments and pay dividends in the amount contemplated by the dividend policy to be adopted by our board of directors upon consummation of this offering, you will receive in aggregate approximately $ per year in dividends and interest on the Class A common stock and senior subordinated notes represented by each IDS through , 2014, the maturity date of the senior subordinated notes, subject to extension of maturity of the senior subordinated notes as described herein.

What are IDSs?

IDSs, or income deposit securities, are securities comprised of our Class A common stock and senior subordinated notes. Each IDS initially represents one share of our Class A common stock and one % senior subordinated note with $ principal amount.

What payments can I expect to receive as a holder of IDSs or senior subordinated notes?

You will be entitled to receive quarterly interest payments at an assumed annual rate of % of the aggregate principal amount of senior subordinated notes held separately or represented by your IDSs, or approximately $ per IDS, or per senior subordinated note held separately, per year, subject to our right, under specified circumstances, to defer interest payments on the senior subordinated notes as described below under "Description of the Senior Subordinated Notes—Terms of the Notes—Interest Deferral."

You will also receive quarterly dividend payments on the shares of Class A common stock represented by your IDSs, if and to the extent dividends are declared by our board of directors and permitted by applicable law and the terms of our then existing indebtedness. The new revolving credit facility, the terms of the new senior indebtedness and our senior subordinated notes are each expected to contain restrictions on our ability to declare and pay dividends on our Class A and Class B common stock. See "Dividend Policy and Restrictions." We will adopt a dividend policy which contemplates that initial annual dividends will be approximately $ per share of our Class A and Class B common stock. However, our board of directors may, in its sole discretion, modify or repeal this dividend policy. We cannot assure you that we will pay dividends at this level in the future or at all.

We expect to make interest and dividend payments on , , and of each year to holders of record on the preceding , , and , respectively.

Will my rights as a holder of an IDS be any different than the rights of a beneficial owner of separately held Class A common stock and senior subordinated notes?

No. As a holder of IDSs, you are the beneficial owner of Class A common stock and senior subordinated notes represented by your IDSs. As such, through your broker or other financial institution and The Depository Trust Company, or DTC, you will have exactly the same rights, privileges, and preferences, including rights to receive distributions and interest, rights and preferences in the event of a default under the indenture governing our senior subordinated notes, ranking upon bankruptcy and rights to receive communications and notices as a beneficial owner of separately held Class A common stock and senior subordinated notes, as applicable, would have through its broker or other financial institution and DTC.

Do I have voting rights as a holder of IDSs?

Yes. As a holder of IDSs, you will be able to vote with respect to the underlying shares of Class A common stock. The existing stockholders, through their ownership of shares of Class B common stock, will own % of the voting power of our common stock outstanding immediately following the offering of the IDSs (or % if the over-allotment option with respect to the IDSs is exercised in full). Shares of our Class A common stock and shares of our Class B common stock are entitled to the same voting rights per share and vote together as a single class on all matters with respect to which holders are entitled to vote. Therefore, the existing stockholders, or their transferees, may greatly influence the outcome of all matters presented to our stockholders for a vote. In addition, so long as our existing financial investor beneficially owns 5% or more of the outstanding shares of Class A and Class B common stock in the aggregate, holders of our Class B common stock will be entitled to elect two directors to the board of directors.

What will happen to the IDS units I hold upon a stock split, recombination or reclassification of the Class A common stock?

The ratio of Class A common stock to principal amount of senior subordinated notes represented by an IDS is subject to change in the event of a stock split, recombination or reclassification of our Class A common stock. For example, if we effect a two-for-one stock split of our Class A common stock, from and after the effective date of the stock split, each IDS will represent two shares of Class A common stock and the same principal amount of senior subordinated notes as it previously represented. Likewise, if we effect a recombination or reclassification of our Class A common stock, each IDS will thereafter represent the appropriate number of shares of Class A common stock on a recombined or reclassified basis, as applicable, and the same principal amount of senior subordinated notes as it previously represented.

Can I separate my IDSs into shares of Class A common stock and senior subordinated notes or recombine shares of Class A common stock and senior subordinated notes to form IDSs?

Yes. Holders of IDSs, whether purchased in this offering or in subsequent offerings of IDSs of the same series, may, through their broker or other financial institution, separate the IDSs into shares of Class A common stock and senior subordinated notes represented thereby at any time after the earlier of 45 days from the date of original issuance of the IDSs or the occurrence of a change of control. Similarly, unless the IDSs have previously been automatically separated as a result of a payment default, default on the senior subordinated notes for 90 days, or a repurchase, redemption or maturity of the senior subordinated notes, any holder of shares of our Class A common stock and senior subordinated notes may, at any time, through his or her broker or other financial institution, recombine the applicable number of shares of Class A common stock and principal amount of senior subordinated notes to form IDSs. Separation and recombination of IDSs may involve transaction fees charged by your broker and/or financial intermediary.

Will the IDSs be listed on an exchange?

Yes. We have applied to list our IDSs on the under the trading symbol " ."

Will the senior subordinated notes or shares of our Class A common stock represented by the IDSs be separately listed on an exchange?

We do not anticipate that the senior subordinated notes represented by the IDSs and the additional senior subordinated notes sold separately (not in the form of IDSs) will be listed on any exchange. Our shares of Class A common stock will not be listed for separate trading on any exchange until a sufficient number of shares are held separately and not in the form of IDSs as may be necessary to satisfy applicable listing requirements for separate trading on any exchange on which the IDSs are then trading. If more than the required number of our outstanding shares of Class A common stock are no longer held in the form of IDSs for a period of 30 consecutive trading days, we will apply to list the shares of our Class A common stock for separate trading on any exchange on which the IDSs are then trading. The senior subordinated notes and Class A common stock represented by the IDSs will be freely tradable without restriction or further registration under the Securities Act, unless they are purchased by affiliates as that term is defined in Rule 144 under the Securities Act.

Will the additional senior subordinated notes to be sold separately (not in the form of IDSs) be the same as the senior subordinated notes issued as a component of the IDSs?

Yes. The additional senior subordinated notes to be sold separately (not in the form of IDSs) will be identical to the senior subordinated notes represented by IDSs and will be part of the same series of notes and issued under the same indenture. Accordingly, holders of additional senior subordinated notes sold separately (not in the form of IDSs) and holders of senior subordinated notes represented by IDSs will vote together as a single class, in proportion to the aggregate principal amount of notes they hold, on all matters on which holders of senior subordinated notes are entitled to vote under the indenture governing the senior subordinated notes.

In what form will IDSs and the securities represented by the IDSs and the additional senior subordinated notes sold separately be issued?

The IDSs and the securities represented by the IDSs and the additional senior subordinated notes sold separately (not in the form of IDSs) will be issued in book-entry form only. This means that you will not be a registered holder of IDSs or the securities represented by the IDSs or the additional senior subordinated notes sold separately (not in the form of IDSs), and you will not receive a certificate for your IDSs or the securities represented by the IDSs or the additional senior subordinated notes sold separately (not in the form of IDSs). You must rely on your broker or other financial institution that will maintain your book-entry position to receive the benefits and exercise the rights of a holder of IDSs and additional senior subordinated notes.

Will my IDSs automatically separate into shares of Class A common stock and senior subordinated notes upon the occurrence of certain events?

Yes. Separation of all of the IDSs will occur automatically upon the continuance of a payment default on the senior subordinated notes for 90 days, or a repurchase, redemption or maturity of the senior subordinated notes. See "Description of Income Deposit Securities (IDSs)—Automatic Separation."

What will happen if Tabletop issues additional IDSs or senior subordinated notes of the same series in the future?

We may conduct future financings by selling additional IDSs or senior subordinated notes of the same series, which will have terms and conditions that are identical to those of the IDSs or senior subordinated notes (not in the form of IDSs) being sold in this offering, except that if IDSs are issued 45 days or more from the closing of this offering, they will be immediately separable, and if they are issued less than 45 days from the closing of this offering, they will be separable on the same date as the IDSs issued hereunder may separate. Additional IDSs will represent the same proportions of Class A common stock and senior subordinated notes as are represented by the then outstanding IDSs. In addition, we will be required to issue additional IDSs in the future upon the exercise of exchange rights by holders of our Class B common stock. Although the senior subordinated notes represented by such additional IDSs or sold separately (not represented by IDSs) will have terms that are identical (except for the issuance date) to the senior subordinated notes being sold in this offering and will be part of the same series of senior subordinated notes for all purposes under the indenture, it is possible that the new senior subordinated notes will be sold with "original issue discount" (referred to as OID) for U.S. federal income tax purposes. If any such new senior subordinated notes are issued with OID (separately or as part of IDSs), all holders of IDSs of the same series (including the IDSs being offered hereby) and of outstanding senior subordinated notes not held in IDSs (including the senior subordinated notes being offered hereby) will automatically exchange a ratable portion of their outstanding notes for a portion of the new notes, whether held directly or in the form of IDSs, and will thereafter hold a unit consisting of new notes and old notes with a new CUSIP number or a new IDS (consisting of such note unit and Class A common stock) with a new CUSIP number. As a result, if such new notes are issued with OID for federal income tax purposes, we intend to allocate and report the OID associated with the sale of the new notes among all holders of notes on a pro rata basis, which may adversely affect your tax treatment. See "What will be the U.S. federal income tax consequences of a subsequent issuance of senior subordinated notes of the same series?" In addition, if such new notes are issued with OID, holders of such notes may not be able to recover the portion of their principal amount treated as unaccrued OID in the event of an acceleration of the senior subordinated notes or a bankruptcy of the issuer prior to the maturity of the senior subordinated notes. See "Risk Factors—Subsequent issuances of senior subordinated notes may cause you to recognize OID and subject you to other adverse consequences."

What will be the U.S. federal income tax consequences of an investment in IDSs?

Certain aspects of the U.S. federal income tax consequences of the purchase, ownership and disposition of the IDSs being offered hereby are uncertain. We intend to treat the purchase of IDSs in this offering as the purchase of shares of our Class A common stock and of our senior subordinated notes and, by purchasing IDSs, you will agree to such treatment. You must allocate the purchase price of the IDSs between those shares of Class A common stock and senior subordinated notes in proportion to their respective initial fair market values on the issue date, which will establish your initial tax basis. We expect to report the initial fair market value of each share of common stock as $ and the initial fair market value of each of our senior subordinated notes as $ , assuming an initial public offering price of $ per IDS, which represents the mid-point of the range set forth on the cover page of this prospectus. By purchasing IDSs, you will agree to and be bound by this allocation.

corresponding portion of the interest on the senior subordinated notes would be treated as a dividend and would not be deductible by us for U.S. federal income tax purposes, which could materially increase our taxable income and significantly reduce our future cash flow available to make interest and dividend payments. In addition, if any payments were treated as dividends, such payments to holders who are not U.S. persons for federal income tax purposes would generally be subject to withholding of U.S. federal income taxes at rates of up to 30%. Payments to non-U.S. holders would not be grossed-up on account of any such taxes.

Dividends paid on the common stock through 2008, under current legislation and to the extent those dividends are paid out of our earnings and profits, will be taxable to U.S. individuals at long-term capital gains rates. Interest income on the senior subordinated notes will be taxable to U.S. individuals at ordinary income rates.

There is no statutory, judicial or administrative authority directly addressing the tax treatment of the IDSs or instruments substantially similar to the IDSs. We urge you to consult your own tax advisor concerning the tax consequences of an investment in the IDSs. For a more complete discussion of the material U.S. federal income tax consequences of investing in the IDSs, senior subordinated notes and Class A common stock, see "Material U.S. Federal Income Tax Considerations."

What will be the U.S. federal income tax consequences of a subsequent issuance of senior subordinated notes of the same series?

As discussed above under "What will happen if Tabletop issues additional IDSs or senior subordinated notes of the same series in the future?" the issuance of new senior subordinated notes will be treated as an exchange by holders of IDSs of the same series (including the IDSs being offered hereby) and of outstanding senior subordinated notes not held in IDSs (including the senior subordinated notes being offered hereby) of a ratable portion of their outstanding notes for a portion of the new notes. It is uncertain whether the exchange of senior subordinated notes for subsequently issued senior subordinated notes will result in a taxable exchange for U.S. federal income tax purposes, and it is possible that the IRS might successfully assert that such an exchange should be treated as a taxable exchange. It is also possible that the IRS might successfully assert that any resulting loss on an exchange should be disallowed under the "wash sale" rules, in which case the holder's basis in the subsequently issued senior subordinated notes would be increased to reflect the amount of the disallowed loss. Even if the exchange is not treated as a taxable event, such exchange might result in holders having to include OID in taxable income as it accrues on the senior subordinated notes, in addition to stated interest, and to suffer other potentially adverse U.S. federal income tax consequences. Because a subsequent issuance will affect the senior subordinated notes in the same manner regardless of whether the senior subordinated notes are held as part of IDSs or directly, the recombination of senior subordinated notes and shares of common stock to form IDSs or the separation of IDSs should not affect your tax treatment. See "Material U.S. Federal Income Tax Considerations."

Following any subsequent issuance of senior subordinated notes with OID (or any issuance of senior subordinated notes thereafter) and resulting exchange, we (and our agents) will report any OID on the subsequently issued senior subordinated notes ratably among all holders of senior subordinated notes and IDSs, and each holder of senior subordinated notes and IDSs will, by purchasing senior subordinated notes and IDSs, agree to report OID in a manner consistent with this approach. However, the IRS may assert that any OID should be reported only to the persons that initially acquired such subsequently issued senior subordinated notes (and their transferees) and thus may challenge the holders' reporting of OID on their tax returns. Such a challenge could create significant uncertainties in the pricing of the IDSs and senior subordinated notes and could adversely affect the market for the IDSs and senior subordinated notes.

Because there is no statutory, judicial or administrative authority directly addressing the tax treatment of the provisions described above, we urge you to consult your own tax advisor concerning the tax consequences of a subsequent issuance of senior subordinated notes. For a more complete discussion of the material U.S. federal income tax consequences of investing in the IDSs, senior subordinated notes and Class A common stock, see "Material U.S. Federal Income Tax Considerations."

What is the initial and prospective accounting treatment of the IDSs?

There is no explicit guidance under GAAP regarding the accounting and reporting for unit securities comprised of common stock and notes like the IDSs. Any accounting followed by us for the IDSs may be subject to future scrutiny and challenge. Authoritative accounting bodies such as the Financial Accounting Standards Board, or FASB, the Emerging Issues Task Force, or EITF, or the Securities and Exchange Commission, or SEC, may issue future guidance, rules or interpretations which may require us to adjust our accounting for our IDSs. For our interpretation of the accounting treatment based on existing guidance available, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates and Policies."

Summary of the Common Stock

Issuer		Tabletop Holdings, Inc.
Shares of Class A common stock to be outstanding following the offering		shares (or shares if the underwriters exercise their over-allotment option in full). Our bylaws provide that we may only issue additional shares of Class A common stock as part of IDSs and pursuant to a registration statement that has been declared effective by the SEC.
Shares of Class B common stock to be outstanding following the offering		shares (or shares if the underwriters exercise their over-allotment option in full).
Total shares of common stock to be outstanding following the offering		shares (or shares if the underwriters exercise their over-allotment option in full).
Voting rights		Subject to applicable law, each outstanding share of our Class A and Class B common stock will carry one vote per share and will vote together as a single class on all matters presented to the stockholders for a vote.
Listing		Our shares of Class A common stock will not be listed for separate trading on any exchange until a sufficient number of shares is held separately and not in the form of IDSs as may be necessary to satisfy any applicable requirements for separate trading on any exchange on which the IDSs are then trading. If more than the required number of our outstanding shares of Class A common stock are no longer held in the form of IDSs for a period of 30 consecutive trading days, we will apply to list the shares of our Class A common stock for separate trading on any exchange on which the IDSs are then trading. The shares of our Class A common stock will be freely tradeable without restriction or further registration under the Securities Act, unless they are purchased by "affiliates" as that term is defined in Rule 144 under the Securities Act. We do not expect to list our shares of Class B common stock for separate trading on any exchange and the shares of Class B common Stock will have limitations on their transferability.

Dividends		You and the holders of our Class B common stock will receive quarterly dividends on our Class A common stock and Class B common stock, respectively, if and to the extent dividends are declared by our board of directors and permitted by applicable law and the terms of our then outstanding indebtedness. Specifically, we expect that the senior subordinated notes indenture, our new revolving credit facility and the terms of our new senior indebtedness will each restrict our ability to declare and pay dividends on our Class A and Class B common stock as described in detail under "Dividend Policy and Restrictions."
		Upon the closing of this offering, our board of directors is expected to adopt a dividend policy which contemplates that initial dividends on our common stock will be approximately $ per share of Class A common stock and Class B common stock per annum, and is in each case subject to adjustment by our board at its sole discretion. In the event of any reduction in the cash available for dividends, the dividend on the Class A common stock and the Class B common stock will be reduced proportionately. However, our board of directors may, in its discretion, modify or repeal this dividend policy. We cannot assure you that we will pay dividends at this level in the future or at all.
Dividend payment dates		If declared, dividends on our Class A and Class B common stock will be paid quarterly on , , and to holders of record on the preceding , , and , respectively.
Rights to exchange shares of Class B common stock for IDSs		Holders of our Class B common stock have agreed to restrictions on the transferability of the Class B common stock. Beginning on the 181^st day after the consummation of this offering, holders of our Class B common stock will have the right to convert or exchange their Class B common stock into the equivalent value of IDSs under certain circumstances. However, until the second anniversary of the consummation of this offering, the shareholders agreement will restrict the holders of our Class B common stock from exercising such exchange right if following the exchange the holders of our Class B common stock would hold less than shares. See "Description of Capital Stock."

Summary of the Senior Subordinated Notes

Issuer		Tabletop Holdings, Inc.
Senior subordinated notes represented by IDSs being offered to the public		$ million aggregate principal amount (or $ million aggregate principal amount if the underwriters exercise their over-allotment option in full).
Senior subordinated notes being offered to the public separately (not in the form of IDSs)		$ million aggregate principal amount.
Senior subordinated notes to be outstanding following the offering		$ million aggregate principal amount (or $ million aggregate principal amount if the underwriters exercise their over-allotment option in full).
Interest rate		% per annum.
Interest payment dates		Interest will be paid quarterly in arrears on , , and of each year, commencing , 2004 to holders of record on the day of each such month, or, if such day is not a business day, the last business day immediately preceding such day of such month.
Interest deferral		Prior to , 2009, we may, subject to certain restrictions, defer interest payments on our senior subordinated notes on one or more occasions for up to eight quarters in the aggregate. In addition, after , 2009, but before , 2014 and during the term of each additional five-year term of the senior subordinated notes, if any, we may, subject to certain restrictions, defer interest payments on our senior subordinated notes on one or more occasions, provided that no more than three quarters of interest may be deferred during any such five-year period.
		No later than , 2009, we will pay in full all interest deferred prior to , 2009 (together with accrued interest thereon). No later than , 2014, we will pay in full all interest deferred after , 2009 and prior to , 2014 (together with accrued interest thereon).
		We will pay in full all interest deferred during a five-year extension term of the senior subordinated notes (together with accrued interest thereon) no later than the last day of such five-year term.

	During any interest deferral period and so long as any deferred interest or interest on deferred interest remains outstanding, we will not be permitted to make any payment of dividends on our capital stock. For a detailed description of interest deferral provisions of the indenture, see "Description of the Senior Subordinated Notes—Interest Deferral."
	In the event that interest payments on the senior subordinated notes are deferred, you would be required to include stated interest in your income for U.S. federal income tax purposes on an economic accrual basis, possibly before the receipt of corresponding cash interest payments. See "Material U.S. Federal Income Tax Considerations."
Maturity date	The senior subordinated notes will mature on , 2014. We may extend the maturity of our senior subordinated notes for two additional successive five-year terms if the following conditions are satisfied:
	•	during the four fiscal quarter period ending at least 45 days before the end of the then-current term, our Consolidated Coverage Ratio as calculated in accordance with the indenture is greater than 2.0 to 1.0;
	•	no default under the indenture has occurred and is continuing; and
	•	no default has occurred and is continuing with respect to any of our other indebtedness or would occur as a result of the extension.
Optional redemption	We may, at our option, redeem the senior subordinated notes on the terms and at the prices set forth in the indenture governing the senior subordinated notes. If the senior subordinated notes are redeemed in whole or in part, all senior subordinated notes and Class A common stock represented by each IDS will automatically separate and will no longer be combinable into IDSs following such separation. See "Description of the Senior Subordinated Notes—Optional Redemption."
Change of control	Upon the occurrence of a change of control, as defined under "Description of the Senior Subordinated Notes—Change of Control," each holder of senior subordinated notes will have the right to require us to repurchase that holder's senior subordinated notes at a price equal to 101% of the principal amount of the senior subordinated notes being repurchased, plus any accrued but unpaid interest to but not including the repurchase date. If senior subordinated notes are held in the form of IDSs, in order to exercise that right, a holder of IDSs must separate its IDSs into the shares of Class A common stock and senior subordinated notes represented thereby and hold the senior subordinated notes separately.

Guarantees	The senior subordinated notes will be fully and unconditionally guaranteed, on an unsecured senior subordinated basis, by each of our direct and indirect wholly-owned domestic subsidiaries existing on the closing of this offering and each of our future wholly-owned domestic subsidiaries. The guarantees will be subordinated to the guarantees issued by the subsidiary guarantors under the new revolving credit facility and the new senior indebtedness.
Ranking	We are a holding company and derive all of our operating income and cash flow from our subsidiaries. The senior subordinated notes will be our and any guarantor's unsecured senior subordinated indebtedness, will be subordinated in right of payment to all our and any guarantor's existing and future senior indebtedness, including the borrowings under and all guarantees of the new credit facility and the new senior indebtedness. The senior subordinated notes and guarantees will rank pari passu in right of payment with all of our and any guarantor's existing and future senior subordinated indebtedness and trade payables. The senior subordinated notes will also be effectively subordinated to any of our and any guarantor's secured indebtedness to the extent of the value of the assets securing the indebtedness. Because we are a holding company, the senior subordinated notes will be structurally subordinated to all indebtedness, including trade payables, of our non-guarantor subsidiaries.
	The indenture governing the senior subordinated notes will permit us and the guarantors to incur additional indebtedness, including senior indebtedness, subject to specified limitations. On a pro forma basis as of December 31, 2003:
	•	we would have had no senior or pari passu indebtedness outstanding except for our guarantee under the new credit facility and the new senior indebtedness, as described below;
	•	Merisant would have had $ million aggregate principal amount of senior indebtedness outstanding under the new credit facility and the new senior indebtedness, which would have been guaranteed on a senior basis by us and Merisant's domestic guarantors;
	•	in addition to the senior indebtedness described above, our guarantor subsidiaries would have had an aggregate of $46.7 million of pari passu indebtedness outstanding; and
	•	the total liabilities of our non-guarantor subsidiaries (other than liabilities owed to us or the guarantors) would have been approximately $39.4 million, including trade payables.

Restrictive covenants	The indenture governing the senior subordinated notes will restrict our ability and certain of our subsidiaries' ability to, among other things:
	•	incur additional indebtedness;
	•	layer indebtedness;
	•	pay dividends or make other distributions;
	•	repurchase or redeem capital stock;
	•	make investments or other restricted payments;
	•	create liens;
	•	enter into transactions with our affiliates;
	•	sell assets or shares of capital stock of our subsidiaries;
	•	restrict dividend or other payments to us from our subsidiaries; and
	•	merge, consolidate or transfer substantially all of our assets.
	The indenture will also prohibit certain restrictions on distributions from our restricted subsidiaries. Absent certain conditions, such as a default in the payment of interest, there will be no restriction in the indenture, however, on our ability to issue additional senior subordinated notes in connection with the issuance of additional IDSs so long as the ratio of the aggregate principal amount of the additional senior subordinated notes to the number of the additional shares of Class A common stock included in such IDSs will not exceed the equivalent ratio represented by the then existing IDSs and separate senior subordinated notes. In addition, all the limitations and prohibitions described above are subject to a number of other important qualifications and exceptions described under "Description of the Senior Subordinated Notes—Certain Covenants."
Listing	We do not currently anticipate that our senior subordinated notes will be listed separately on any exchange.

Risk Factors

You should carefully consider the information under the heading "Risk Factors" and all other information in this prospectus before investing in the IDSs and the shares of our Class A common stock and senior subordinated notes represented by the IDSs.

Summary of Consolidated Financial and Operating Data

The following table shows our summary historical consolidated financial data for the period from March 17, 2000 (our date of inception) to December 31, 2000 and the years ended December 31, 2001, 2002 and 2003 and our summary balance sheet and other financial data at December 31, 2003 on an as adjusted and pro forma basis to reflect the impact of the Transactions (other than the payments under our existing management incentive plans). Our summary historical consolidated financial data were derived from our audited consolidated financial statements. This summary consolidated financial data should be read in conjunction with, and is qualified in its entirety by, "Use of Proceeds," "Capitalization," "Selected Consolidated Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and accompanying notes included elsewhere in this prospectus.

					Year Ended December 31,
		Period From March 17, 2000 to December 31, 2000			Year Ended December 31,
		Period From March 17, 2000 to December 31, 2000			2001			2002			2003
		(in millions, except percentages and ratios)
Operating Data:
	Net sales	$	278.4		$	343.1		$	349.6		$	352.3
	Cost of sales		109.5			134.6			134.5			138.0

	Gross profit		168.9			208.5			215.1			214.3
	Operating expenses		130.1			151.1			140.8			147.2

	Income from operations		38.9			57.4			74.2			67.1
	Interest expense, net		36.2			42.2			33.6			37.7
	Cost of refinancing		—			—			7.1			29.8
	Euro-denominated loan foreign exchange loss		—			—			—			5.2
	Other (income) expense, net		(0.3	)		1.5			0.6			(7.6	)
	Provision for income taxes		5.1			7.4			8.1			19.7

	Net income (loss)	$	(2.2	)	$	6.3		$	24.7		$	(17.6	)

Other Financial Data:
	Depreciation and amortization	$	33.7		$	44.7		$	38.3		$	33.2
	Capital expenditures		8.8			15.4			7.1			6.0
	Ratio of earnings to fixed charges		1.1x			1.3x			1.9x			1.1x
Supplemental Data:
	Operating EBITDA(1)	$	93.5		$	115.0		$	115.6		$	110.2
	Operating EBITDA margin(1)		34	%		34	%		33	%		31	%

		At December 31, 2003
		Actual		As Adjusted
		(in millions)
Balance Sheet Data:
	Cash and cash equivalents	$	8.8	$
	Working capital as adjusted(2)		42.3
	Total assets		575.5
	Total debt(3)		542.9

	Year Ended December 31, 2003
	Pro Forma
Ratio of earnings to fixed charges		x
Ratio of Operating EBITDA to pro forma cash interest expense		x
Ratio of pro forma total debt to Operating EBITDA		x
Pro forma cash interest expense(4)	$

(1): "Operating EBITDA" as presented herein is the measure upon which management assesses our financial performance, and is the measure of our financial performance in each of our segments. Operating EBITDA excludes interest expense, income tax expense and depreciation and amortization, as well as items such as expenses related to start-up costs, restructuring expenses and other non-cash items.

The following table illustrates the reconciliation of Operating EBITDA to net income (loss), which management believes is the most nearly equivalent GAAP measure. The adjustments set forth below are those relevant to the periods presented.

					Year Ended December 31,
		Period From March 17, 2000 to December 31, 2000			Year Ended December 31,
		Period From March 17, 2000 to December 31, 2000			2001		2002		2003
		(in millions)
Net income (loss)		$	(2.2	)	$	6.3	$	24.7	$	(17.6	)
Provision for income taxes			5.1			7.4		8.1		19.7
Interest expense, net			36.2			42.2		33.6		37.7
Cost of refinancing			—			—		7.1		29.8
Euro-denominated loan foreign exchange loss			—			—		—		5.2
Realized gain on derivative instruments			—			—		—		(5.8	)
Depreciation and amortization			33.7			44.7		38.3		33.2
Start-up expenses(a)			20.7			13.7		0.7		—
Restructuring expenses(b)			—			0.7		2.3		8.2
Other non-cash items(c)			—			—		0.7		(0.2	)

	Operating EBITDA	$	93.5		$	115.0	$	115.6	$	110.2

(a): Start-up expenses, which we expense as incurred, are costs incurred in connection with the organization of our company. We include start-up expenses as operating expenses in the accompanying consolidated statements of operations and comprehensive loss.
(b): During July 2001, we announced that as a result of our evaluation of strategic options, we would immediately begin implementing a plan designed to improve both financial results and the long-term value of the business. We announced a subsequent phase of this plan in June 2002. The charges principally relate to planned employee termination costs that have been announced in each of the respective periods. The restructuring liability as of the end of each period is included in accrued expenses and other liabilities in our consolidated balance sheets.
(c): Other non-cash items consist of certain non-cash expenses (income) that have not been allocated to our reportable segments and, therefore, are not included in our definition of Operating EBITDA.

Operating EBITDA is presented herein because we believe it a useful supplement to operating income and cash flows from operations in understanding cash flows generated from operations that

are available for tax, debt service and capital expenditures. In particular, management uses Operating EBITDA to evaluate reportable segment performance and allocate resources. Additionally, management uses these measures to compare our operating performance with that of our competitors. However, Operating EBITDA is not a measure of liquidity under GAAP. Accordingly, while providing useful information, these measures should not be considered in isolation or as a substitute for consolidated statement of cash flow data prepared in accordance with GAAP as an indication of our liquidity. In addition, the Operating EBITDA measure presented may differ from, and may not be comparable to, similarly titled measures used by other companies. Operating EBITDA margin represents Operating EBITDA as a percentage of net sales.

(2): Working capital as adjusted consists of trade accounts receivable, net, plus other receivables, inventories and prepaid expenses and other current assets, less accounts payable, income taxes payable and accrued expenses and other current liabilities. Our definition of working capital as adjusted is different than working capital defined as total current assets minus total current liabilities. Working capital, defined as total current assets minus total current liabilities, was $48.9 million at December 31, 2003.
(3): Excludes capital lease obligations of $0.5 million at December 31, 2003.
(4): Pro forma cash interest expense is an estimate of what our cash interest expense would have been for the year ended December 31, 2003, giving effect to the Transactions. Timing differences relating to the payment of interest could affect this amount substantially as cash paid for interest is calculated on a cash paid basis and not on an accrual basis.

Interest and Dividend Payments to Holders of IDSs

The table below shows certain information relating to our excess cash before dividend payments for the year ended December 31, 2003 on a pro forma as adjusted basis to reflect the impact of the Transactions. The computation of excess cash is based upon the definition of excess cash as defined in the indenture governing the senior subordinated notes, the new revolving credit facility and the terms of our new senior indebtedness. Excess cash and Operating EBITDA are not indicators of performance or other measures determined in accordance with GAAP. Operating EBITDA is fully described under "—Summary of Consolidated Financial and Operating Data." Excess cash has the meaning set forth in the indenture for our senior subordinated notes. We present these non-GAAP financial measures here because we believe they are indicators of our ability to declare and pay dividends on our common stock, including the Class A and Class B common stock, pursuant to the anticipated restricted payments covenants under the indenture governing the senior subordinated notes, and the anticipated restricted payment covenants under the new revolving credit facility and our new senior indebtedness.

We expect the new revolving credit facility and the new senior indebtedness to restrict us from paying dividends on the Class A and Class B common stock if we do not meet specified financial levels. We will pay interest and intend to pay dividends on a quarterly basis and we will be testing these restrictions on our dividends on a quarterly basis.

The information presented in the table below assumes that the Transactions occurred on January 1, 2003.

	Year Ended December 31, 2003
	Pro Forma As Adjusted
	(in millions) (unaudited)
Net income (loss) (reported)	$	(17.6	)
Provision for income taxes		19.7
Interest expense, net		37.7
Cost of refinancing		29.8
Euro-denominated loan foreign exchange loss		5.2
Realized gain on derivative instruments		(5.8	)
Depreciation and amortization		33.2
Start-up expenses		—
Restructuring expenses		8.2
Other non-cash items		(0.2	)

Operating EBITDA		110.2

Reduction for estimated additional public company administrative costs(1)
Reduction for estimated cash income tax expense(2)
Interest expense on % senior subordinated notes
Interest expense on new senior indebtedness(3)
Capital expenditures(4)

Excess cash
Class A common stock dividends
Class B common stock dividends

Remaining excess cash(5)	$

(1): Consists of estimated incremental audit fees, director and officer liability insurance premiums, expenses related to stockholder meetings, printing expenses, investor relations expenses, additional filing fees, additional trustee fees, registrar and transfer agent fees, directors' fees, additional legal fees, listing fees and miscellaneous fees.
(2): Consists of estimated federal, state and foreign taxes based on our capital structure after this offering. We expect our tax expense to be approximately $ million in 2004.
(3): Represents an assumed interest rate of % on $ principal amount of the new senior indebtedness.
(4): Represents our actual capital expenditures for 2003. We expect capital expenditures for 2004 to be in the range of $10.0 million to $12.0 million.
(5): Remaining excess cash will be used for working capital and other general corporate purposes.

Based on the foregoing, aggregate payments to IDS holders during the year ended December 31, 2003 would have been as follows:

	Aggregate	Per IDS
	(in millions)
Interest on senior subordinated notes represented by IDSs	$	$
Dividends on shares of Class A common stock represented by IDSs

Total payments to IDS holders	$	$

RISK FACTORS

Before you invest in our IDSs and our senior subordinated notes, you should carefully consider the risk factors set forth below as well as the other information contained in this prospectus. The risks described below are not the only risks facing us. 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. Any of the following risks could materially and adversely affect our business, consolidated financial condition, results of operations or liquidity. In such case, you may lose all or part of your original investment.

Risks Related to the IDSs, the Shares of our Class A Common Stock and our Senior Subordinated Notes

Our substantial indebtedness could restrict our ability to pay interest and principal on the senior subordinated notes, pay dividends with respect to shares of our Class A common stock, and impact our financing options and liquidity position.

We currently have and following this offering and the other Transactions will continue to have a significant amount of indebtedness. At , 2004, after giving pro forma effect to this offering and the other Transactions, we would have had approximately $ million of senior indebtedness and $ million of subordinated indebtedness (and $ million if the over-allotment option is exercised), and a ratio of total debt to Operating EBITDA of .

Our ability to pay dividends will be subject to applicable law and contractual restrictions contained in the instruments governing any indebtedness of ours and our subsidiaries. Our substantial indebtedness could:

•: require us to dedicate a substantial portion of our cash flow from operations to payments in respect of our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, potential acquisition opportunities, a level of marketing necessary to maintain our current level of sales and other general corporate purposes as well as to pay dividends on our Class A and Class B common stock;
•: increase the amount of interest expense that we have to pay, because some of our borrowings are at variable rates of interest, which will result in higher interest expense if interest rates increase, and, if and when we are required to refinance any of our indebtedness, an increase in interest rates would also result in higher interest expense;
•: increase our vulnerability to adverse general economic or industry conditions;
•: require refinancing, which we may not be able to do on reasonable terms;
•: limit our flexibility in planning for, or reacting to, competition and/or changes in our business or the industry in which we operate;
•: limit our ability to borrow additional funds;
•: restrict us from making strategic acquisitions or necessary divestitures, introducing new brands and/or products or exploiting business opportunities;
•: make it more difficult for us to satisfy our obligations under the senior subordinated notes;
•: place us at a competitive disadvantage compared to our competitors that have less debt and/or more financial resources; and
•: cause the senior subordinated notes to be treated as equity for United States federal income tax purposes, with interest treated as dividends to the extent of current or accumulated earnings and profits and no interest deduction for the company.

Despite our level of indebtedness, we will be permitted to incur substantially more debt. This could further exacerbate the risks described above.

We and our subsidiaries may be able to incur substantial additional indebtedness in the future. While we expect that our new revolving credit facility and the new senior indebtedness will contain covenants that will restrict our ability to incur additional debt, we anticipate that these restrictions will be subject to a number of qualifications and exceptions. In addition, the indenture governing the senior subordinated notes will permit issuances of additional senior subordinated notes under the indenture under certain circumstances. Any additional debt incurred by us could increase the risks associated with our substantial leverage.

We may not generate sufficient funds from operations to pay our indebtedness at maturity or upon the exercise by holders of their rights upon a change of control.

A significant portion of our cash flow from operations will be dedicated to servicing our debt requirements. In addition, we currently expect to distribute a significant portion of any remaining cash earnings to our stockholders in the form of quarterly dividends. Moreover, prior to the maturity of our senior subordinated notes, we will not be required to make any payments of principal on our senior subordinated notes. We may not generate sufficient funds from operations to repay the principal amount of our indebtedness at maturity or in case you exercise your right to require us to purchase your senior subordinated notes upon a change of control. We may therefore need to refinance our debt or raise additional capital. These alternatives may not be available to us when needed or on satisfactory terms due to prevailing market conditions, a decline in our business or restrictions contained in our senior debt obligations.

We will be subject to restrictive debt covenants that limit our business flexibility by imposing operating and financial restrictions on our operations.

The agreements governing our indebtedness impose significant operating and financial restrictions on us. These restrictions prohibit or limit our ability and certain of our subsidiaries' ability to, among other things:

•: incur additional indebtedness;
•: layer indebtedness;
•: pay dividends or make other distributions;
•: repurchase or redeem capital stock;
•: make investments or other restricted payments;
•: create liens;
•: enter into transactions with our stockholders and affiliates;
•: sell assets or shares of capital stock of our subsidiaries;
•: restrict dividend or other payments to us from our subsidiaries; and
•: merge, consolidate or transfer substantially all of our assets.

In addition, we expect that the new revolving credit facility and the new senior indebtedness will include other and more restrictive covenants and prohibit us from prepaying our other indebtedness, including the senior subordinated notes, while senior indebtedness is outstanding. We expect that the new revolving credit facility will require us to maintain specified financial ratios and satisfy financial condition tests.

Our ability to comply with the ratios or tests may be affected by events beyond our control, including prevailing economic, financial and industry conditions. A breach of any of these covenants, ratios or tests could result in a default under the new revolving credit facility, the terms of the new senior indebtedness and/or the subordinated notes indenture. We expect certain events of default under the new revolving credit facility and the terms of the new senior indebtedness would prohibit us from making payments on the senior subordinated notes, including payment of interest when due. In addition, upon the occurrence of an event of default under the new revolving credit facility or the terms of our new senior indebtedness, the lenders could elect to declare all amounts outstanding under the new revolving credit facility and our new senior indebtedness, together with accrued interest, to be immediately due and payable. If we were unable to repay those amounts, the lenders could proceed against the security granted to them to secure that indebtedness. If the lenders accelerate the payment of the indebtedness, our assets may not be sufficient to repay in full this indebtedness and our other indebtedness, including the senior subordinated notes.

We cannot assure you that we will be able to remain in compliance with these covenants in the future and, if we fail to do so, that we will be able to obtain waivers from the lenders and/or amend the covenants.

To service our indebtedness, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control. We may not be able to repay or refinance the senior subordinated notes, the new revolving credit facility or our new senior indebtedness upon terms acceptable to us if at all, and our business flexibility may be limited.

Our ability to make payments on and to refinance our indebtedness, including the senior subordinated notes, and to fund planned capital expenditures will depend on our ability to generate cash flow from operations in the future. In addition, our ability to fund working capital, other capital expenditures, potential acquisitions opportunities, a level of marketing necessary to maintain our current level of sales and other general corporate purposes will depend on our ability to generate future cash flows. This ability, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

Our ability to continue to expand our business will, to a certain extent, be dependent upon our ability to borrow funds under our new revolving credit facility and to obtain other third-party financing, including through the sale of IDSs or other securities. We cannot assure you, however, that our business will generate sufficient cash flow from operations or that future borrowings will be available to us in an amount sufficient to enable us to pay our indebtedness, including the senior subordinated notes, or to fund our other liquidity needs. The new revolving credit facility will be subject to periodic renewal or must otherwise be refinanced. Likewise, we expect that we will refinance our new senior indebtedness at or prior to maturity, which will be substantially prior to the maturity date of the senior subordinated notes. We cannot assure you that we will be able to refinance any of our indebtedness, including our new revolving credit facility or our new senior indebtedness, on commercially reasonable terms or at all.

We are a holding company with no operations of our own and depend on our subsidiaries for cash.

We are a holding company and all of our assets are held by our direct and indirect subsidiaries and we will rely on dividends and other payments or distributions from our subsidiaries to meet our debt service obligations and to enable us to pay dividends. We currently have no significant assets other

than the equity interests of our subsidiaries. The stock of our domestic subsidiaries will be pledged as collateral to the lenders under the new revolving credit facility, which we will guarantee. The ability of our subsidiaries to pay dividends or make other payments or distributions to us will depend on their respective operating results and may be restricted by, among other things, the laws of their jurisdiction of organization (which may limit the amount of funds available for the payment of dividends), agreements of those subsidiaries, the terms of the new senior subordinated indebtedness, our new revolving credit facility and new senior indebtedness and the covenants of any future outstanding indebtedness we or our subsidiaries incur.

Furthermore, our subsidiaries do not have any obligation to pay amounts due on the senior subordinated notes or to make funds available to us for these payments, unless they are guarantors of the senior subordinated notes. None of our foreign affiliates is an obligor or guarantor in respect of the senior subordinated notes. Only our domestic subsidiaries are guarantors of the senior subordinated notes. As a result, if we default on our obligations under the senior subordinated notes, you will not have any claims against any of our foreign affiliates. For the year ended December 31, 2003, our foreign affiliates provided approximately $193.6 million, or 55% of our consolidated revenues, $34.5 million of our operating income, and $56.3 million of our Operating EBITDA. As of December 31, 2003, the total liabilities of our non-guarantor subsidiaries were $39.4 million. In addition, the indenture governing the senior subordinated notes allows us to create new foreign subsidiaries and invest in our foreign subsidiaries, all of whose assets you would not have any claim against. Although the indenture restricts the ability of our subsidiaries to incur additional indebtedness, those restrictions are subject to exceptions. See "Despite our level of indebtedness, we will be permitted to incur substantially more debt. This could further exacerbate the risks described above."

We may amend our new revolving credit facility and the terms of our new senior indebtedness, or we may enter into new agreements that govern our senior indebtedness. The amended or new terms may significantly affect our ability to pay interest and dividends to IDS holders.

We expect our new revolving credit facility and the terms of our new senior indebtedness will contain significant restrictions on our ability to pay dividends on the shares of Class A and Class B common stock based on meeting specified financial ratios, and compliance with other conditions, as described in detail under "Description of Certain Indebtedness." As a result of general economic conditions, conditions in the lending markets, the results of our business or for any other reason, we may elect or be required to amend or refinance our new revolving credit facility and our new senior indebtedness, at or prior to maturity, or enter into additional agreements for senior indebtedness. Regardless of any protection you have in the indenture governing the senior subordinated notes, any such amendment, refinancing or additional agreement may contain covenants which could limit in a significant manner our ability to pay interest payments and dividends to you.

You may not receive the level of dividends provided for in our dividend policy, which our board of directors is expected to adopt upon the closing of this offering, or any dividends at all.

Our board of directors may, in its discretion, amend or repeal the dividend policy it is expected to adopt upon the closing of this offering. Our board of directors may decrease the level of dividends provided for in this dividend policy or entirely discontinue the payment of dividends. Future dividends with respect to shares of our common stock, if any, will depend on, among other things, our results of operations, cash requirements, financial condition, contractual restrictions, business opportunities, provisions of applicable law and other factors that our board of directors may deem relevant. The indenture governing our senior subordinated notes, as well as our new revolving credit facility and our new senior indebtedness, will contain significant restrictions on our ability to make dividend payments. In addition, certain provisions of the Delaware General Corporation Law may limit our ability to pay dividends.

The indenture governing our senior subordinated notes, our new revolving credit facility and the terms of our new senior indebtedness will permit us to pay a significant portion of our free cash flow to stockholders in the form of dividends, which could limit our ability to satisfy our obligations under the senior subordinated notes.

Although we expect the indenture governing our senior subordinated notes, our new revolving credit facility and the terms of our new senior indebtedness will have some limitations on our payment of dividends, they will permit us to pay a significant portion of our free cash flow to stockholders in the form of dividends and, following completion of this offering, we intend to pay quarterly dividends as described herein. Specifically, the indenture governing our subordinated notes permits us to use up to % of our excess cash (which is EBITDA, as defined in the indenture, minus the sum of cash income tax expense, cash interest expense and certain capital expenditures) for the four most recent fiscal quarters plus certain incremental funds described in the indenture for the payment of dividends, as more fully described in "Description of the Senior Subordinated Notes—Certain Covenants—Limitation on Restricted Payments." The new revolving credit facility (subject to certain financial ratio requirements) and the terms of our new senior indebtedness will permit us to use up to % of our available cash, as defined in the new revolving credit facility and the terms of our new senior indebtedness and described in detail in "Description of Certain Indebtedness—New Senior Indebtedness," and "—New Revolving Credit Facility" plus certain other amounts under certain limited circumstances to fund dividends on our shares of common stock. Any amounts paid by us in the form of dividends will not be available in the future to satisfy our obligations under the subordinated notes.

The realizable value of our assets upon liquidation may be insufficient to satisfy claims.

At , 2004 our total assets included intangible assets in the amount of $ million, representing approximately % of our total consolidated assets. The value of these intangible assets will continue to depend significantly upon the continued profitability of the respective brands. As a result, in the event of a default on our senior subordinated notes or any bankruptcy or dissolution of our company, the realizable value of these assets may be substantially lower and may be insufficient to satisfy the claims of our creditors.

Because of the subordinated nature of the notes, holders of our senior subordinated notes may not be entitled to be paid in full, if at all, in a bankruptcy, liquidation or reorganization or similar proceeding.

As a result of the subordinated nature of our notes and related guarantees, upon any distribution to our creditors or the creditors of the subsidiary guarantors in bankruptcy, liquidation or reorganization or similar proceeding relating to us or the subsidiary guarantors or our or their property, the holders of our senior indebtedness and senior indebtedness of the subsidiary guarantors will be entitled to be paid in full in cash before any payment may be made with respect to our senior subordinated notes or the subsidiary guarantees.

In the event of a bankruptcy, liquidation or reorganization or similar proceeding relating to us or the subsidiary guarantors, holders of our senior subordinated notes will participate with all other holders of unsecured indebtedness of ours or the subsidiary guarantors similarly subordinated in the assets remaining after we and the subsidiary guarantors have paid all senior indebtedness. In any of these cases, we and the subsidiary guarantors may not have sufficient funds to pay all of our creditors, and holders of our senior subordinated notes may receive less, ratably, than the holders of senior indebtedness. On a pro forma basis as of January , 2004, our senior subordinated notes and the subsidiary guarantees would have ranked junior, on a consolidated basis, to $ million of outstanding new senior indebtedness. In addition, as of , 2004, on a pro forma basis, we would have had the ability to borrow up to an additional amount of $ million under the new revolving credit facility (less amounts reserved for letters of credit), which would have ranked senior in right of payment to our senior subordinated notes.

Holders of our senior subordinated notes will be structurally subordinated to the debt of our non-guarantor subsidiaries.

Our present foreign subsidiaries and any future foreign or partially owned domestic subsidiaries will not be guarantors of our senior subordinated notes. As a result, no payments are required to be made to us from the assets of these subsidiaries.

In the event of bankruptcy, liquidation or reorganization of any of the non-guarantor subsidiaries, holders of their indebtedness, including their trade creditors, would generally be entitled to payment of their claims from the assets of those subsidiaries before any assets are made available for distribution to us for payment to you. As a result, our senior subordinated notes are effectively subordinated to the indebtedness of the non-guarantor subsidiaries.

As of , 2004, our non-guarantor subsidiaries had $ million in net sales and total assets of $ million or % of our consolidated assets and total liabilities, excluding liabilities owed to us, of $ million or % of our consolidated liabilities.

If the guarantees of the senior subordinated notes are held to be invalid or unenforceable or are limited in accordance with their terms, the senior subordinated notes would be structurally subordinated to the debt of our subsidiaries.

Under 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 debt of the guarantor, if, among other things, the guarantor, at the time that it entered into the guarantee:

•

issued the guarantee with the intent to delay, hinder or defraud present or future creditors; or

•

received less than reasonably equivalent value for issuing the guarantee and, at the time it issued the guarantee:

•: was insolvent or rendered insolvent by reason of issuing the guarantee and the application of the proceeds of the guarantee;
•: was engaged or about to engage in a business or a transaction for which the guarantor's remaining assets available to carry on its business constituted unreasonably small capital; or
•: intended to incur, or believed that it would incur, debts beyond its ability to pay the debts as they mature.

In addition, any payment by the guarantor under 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 or the guarantee could be subordinated to other debt of the guarantor.

The measures of insolvency for the purposes of fraudulent transfer laws vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a person would be considered insolvent if, at the time it incurred the debt:

•: the sum of its debts, including contingent liabilities, was greater than the fair saleable value of its assets;
•: the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or
•: it could not pay its debts as they become due.

We believe that immediately after the issuance of the senior subordinated notes and the guarantees, we and each of the guarantors will be solvent, will have sufficient capital to carry on our respective businesses and will be able to pay our respective debts as they mature. However, we cannot

be sure as to what standard a court would apply in making these determinations or that a court would reach the same conclusions with regard to these issues. Regardless of the standard that the court uses, we cannot be sure that the issuance by the subsidiary guarantors of the subsidiary guarantees would not be voided or the subsidiary guarantees would not be subordinated to their other debt.

The guarantee of our senior subordinated notes by any subsidiary guarantor could be subject to the claim that, since the guarantee was incurred for our benefit, and only indirectly for the benefit of the subsidiary guarantor, the obligations of the subsidiary guarantor were incurred for less than fair consideration. If such a claim were successful and it was proven that the subsidiary guarantor was insolvent at the time the guarantee was issued, a court could void the obligations of the subsidiary guarantor under the guarantee or subordinate these obligations to the subsidiary guarantor's other debt or take action detrimental to holders of the senior subordinated notes. If the guarantee of any subsidiary guarantor were voided, our senior subordinated notes would be effectively subordinated to the indebtedness of that subsidiary guarantor.

Interest on the senior subordinated notes may not be deductible by us for U.S. federal income tax purposes, which could significantly reduce our future cash flow and impact our ability to make interest and dividend payments.

As discussed more fully below under "Material U.S. Federal Income Tax Considerations—Senior Subordinated Notes—Characterization of Senior Subordinated Notes," we believe that the senior subordinated notes should be treated as debt for U.S. federal income tax purposes. There is no authority that directly addresses the tax treatment of the IDSs, and the application to the IDSs of existing authority regarding the tax treatment of subordinated debt offered under circumstances such as the offering (i.e., offered as a unit consisting of debt and common stock) is not entirely clear. Accordingly, neither we nor our special counsel can conclude with certainty that the senior subordinated notes will be treated as debt for U.S. federal income tax purposes. The IRS may challenge our position and such challenge may be successful.

If all or a portion of the senior subordinated notes were treated as equity rather than debt for U.S. federal income tax purposes, then all or such portion of the interest on the senior subordinated notes would not be deductible by us for U.S. federal income tax purposes. Our inability to deduct interest on the senior subordinated notes could materially increase our taxable income and, thus, our U.S. federal and applicable state income tax liability. This would reduce our after-tax cash flow and materially and adversely impact our ability to make interest and dividend payments.

If the senior subordinated notes were treated as equity rather than debt for U.S. federal income tax purposes, payments made to non-U.S. persons would be subject to withholding of U.S. federal income tax.

In the case of non-U.S. persons, treatment of the senior subordinated notes as equity for U.S. federal income tax purposes would subject payments to such holders in respect of the senior subordinated notes to withholding or estate taxes in the same manner as payments made with regard to common stock and could subject us to liability for failure to withhold (including interest and possible penalties) that were not collected on payments of interest. See "Material U.S. Federal Income Tax Considerations—Consequences to Non-U.S. Holders."

Deferral of interest payments would have adverse tax consequences for you and might adversely affect the trading price of the IDSs or the separately held senior subordinated notes.

Tabletop will be permitted in certain circumstances to defer interest payments on the senior subordinated notes. See "Description of the Senior Subordinated Notes—Terms of the Senior Subordinated Notes—Interest Deferral." If interest payments on the senior subordinated notes are deferred, you will be required to recognize interest income for U.S. federal income tax purposes in respect of interest payments on your senior subordinated notes represented by IDSs or the separately held senior subordinated notes, as the case may be, before you receive any cash payment of this

interest. Any amounts included in income with respect to the senior subordinated notes will increase your tax basis in such senior subordinated notes, and the amount of payments in respect of such amounts will reduce your tax basis in such senior subordinated notes. See "Material U.S. Federal Income Tax Considerations—Senior Subordinated Notes—Stated Interest; Deferral of Interest."

If interest is deferred, the IDSs or the separately held senior subordinated notes may trade at a price that does not fully reflect the value of accrued but unpaid interest on the senior subordinated notes. In addition, the possibility that we might defer payments of interest on the senior subordinated notes under certain circumstances might cause the market price of the IDSs or the separately held senior subordinated notes to be more volatile than other securities that do not have this feature.

The allocation of the purchase price of the IDSs may not be respected.

The purchase price of each IDS must be allocated for U.S. federal income tax purposes between the share of Class A common stock and senior subordinated notes represented thereby in proportion to their respective fair market values at the time of purchase. We expect to report the initial fair market value of each share of Class A common stock as $ and the initial fair market value of each of our senior subordinated notes as $ , assuming an initial public offering price of $ per IDS, which represents the mid-point of the range set forth on the cover page of this prospectus. By purchasing IDSs, you will agree to be bound by such allocation. If this allocation is not respected, it is possible that the senior subordinated notes issued as part of the IDSs will be treated as having been issued with OID (if the allocation to the senior subordinated notes were determined to be too high) or amortizable bond premium (if the allocation to the senior subordinated notes were determined to be too low). You generally would have to include OID in income in advance of the receipt of cash attributable to that income and would be able to elect to amortize bond premium over the term of the senior subordinated notes. See "Material U.S. Federal Income Tax Considerations—IDSs—Allocation of Purchase Price."

If we subsequently issue senior subordinated notes with significant original issue discount, we may not be able to deduct all of the interest on those senior subordinated notes.

It is possible that senior subordinated notes we issue in a subsequent issuance will be issued at a discount to their face amount. If as a result such notes are issued with "significant original issue discount," then such notes would be classified as "applicable high yield discount obligations," or AHYDOs, and a portion of the OID on such senior subordinated notes would be nondeductible by us and the remainder would be deductible only when paid. This treatment would have the effect of increasing our taxable income and could adversely affect our cash flow available for interest payments and distributions to our equityholders.

Subsequent issuances of senior subordinated notes may cause you to recognize OID and subject you to other adverse consequences.

The indenture governing the senior subordinated notes and the agreements with DTC will provide that, in the event we subsequently issue senior subordinated notes having identical terms as the senior subordinated notes offered hereby but which are issued with OID, each holder of IDSs or separately held senior subordinated notes (as the case may be) agrees that a portion of such holder's senior subordinated notes will be automatically exchanged for a portion of the subsequently issued senior subordinated notes, and the records of any record holders of senior subordinated notes will be revised to reflect such exchanges. Consequently, immediately following each such subsequent issuance and exchange, without any further action by such holder, each holder of senior subordinated notes, held as part of an IDS or separately (as the case may be) will own an inseparable unit composed of senior subordinated notes of each separate issuance in the same proportion as each other holder (and, for any such holder of IDSs, such inseparable unit composed of senior subordinated notes will be included in such holder's IDSs). However, the aggregate stated principal amount of senior subordinated notes

owned by each holder will not change as a result of such subsequent issuance and exchange. It is unclear whether the exchange of senior subordinated notes for subsequently issued senior subordinated notes will result in an exchange for U.S. federal income tax purposes. Whether the exchange is taxable will depend on whether it is a tax-free recapitalization. It is possible that the IRS might successfully assert that such an exchange should be treated as a taxable exchange. It is also possible that the IRS might successfully assert that any resulting loss on an exchange should be disallowed under the "wash sale" rules, in which case the holder's basis in the subsequently issued senior subordinated notes would be increased to reflect the amount of the disallowed loss. Even if the exchange is not treated as a taxable event, such exchange may result in holders having to include OID in taxable income prior to the receipt of cash and other potentially adverse tax consequences to holders. See "Material U.S. Federal Income Tax Considerations."

Following the subsequent issuance of senior subordinated notes with OID (or the issuance of senior subordinated notes thereafter) and resulting exchange, we (and our agents) will report any OID on the subsequently issued senior subordinated notes ratably among all holders of senior subordinated notes and IDSs, and each holder of senior subordinated notes and IDSs will, by purchasing senior subordinated notes and IDSs, agree to report OID in a manner consistent with this approach. However, the IRS may assert that any OID should be reported only to the persons that initially acquired such subsequently issued senior subordinated notes (and their transferees) and thus may challenge the holders' reporting of OID on their tax returns. Such a challenge could create significant uncertainties in the pricing of the IDSs and senior subordinated notes and could adversely affect the market for the IDSs and senior subordinated notes. For a discussion of these and additional tax-related risks, see "Material U.S. Federal Income Tax Considerations."

The aggregate stated principal amount of the senior subordinated notes owned by each holder will not change as a result of such subsequent issuance and automatic exchange. However, holders of subsequently issued senior subordinated notes having OID may not be able to collect the portion of their principal face amount that represents unaccrued OID as at the acceleration or filing date in the event of an acceleration of the senior subordinated notes or our bankruptcy prior to the maturity date of the senior subordinated notes. As a result, an automatic exchange that results in a holder receiving a senior subordinated note with OID could have the effect of ultimately reducing the amount such holder can recover from us in the event of an acceleration or bankruptcy.

The IRS may not view the interest rate on the senior subordinated notes as an arm's length rate.

The IRS may challenge the determination that the interest rate on the senior subordinated notes represents an arm's length rate and, if this challenge were successful, any excess amount over an arm's length rate could be recharacterized as a non-deductible payment (such as a dividend) instead of an interest payment for U.S. federal income tax purposes, which could materially increase our taxable income and, thus, our U.S. federal income tax liability. We would also be liable for withholding taxes (and interest and possible penalties for failure to withhold) on any interest payments previously made by us to non-U.S. Holders that are recharacterized as dividends for U.S. federal income tax purposes. If the interest rate were determined to be less than the arm's length rate, the senior subordinated notes could be treated as issued with OID, which holders would be required to include in income over the term of the senior subordinated notes prior to the receipt of cash.

Because of the deferral of interest provisions, the senior subordinated notes may be treated as issued with OID.

deferral of interest payments on the senior subordinated notes is remote within the meaning of the Treasury regulations relating to OID. Based on the foregoing, although the matter is not free from doubt because of the lack of direct authority, the option to defer interest should not cause the senior subordinated notes to be considered to be issued with OID at the time of their original issuance.

Under the Treasury regulations, if the option to defer any payment of interest on the senior subordinated notes were determined not to be a "remote" contingency, or if any payment of interest actually were deferred, then the senior subordinated notes would be treated as issued with OID at the time of issuance or at the time of such occurrence, as the case may be. At such time, all stated interest on the senior subordinated notes thereafter would be treated as OID as long as the senior subordinated notes remained outstanding. In such event:

•: you would be required to include the yield on the senior subordinated notes in income as OID on an economic accrual basis over the term of the senior subordinated notes, possibly before the receipt of the cash attributable to the OID, and without regard to your overall method of tax accounting;
•: actual payments of stated interest would not be reported as taxable income;
•: any amount of OID included in your gross income (whether or not during a deferral period) with respect to the senior subordinated notes would increase your tax basis in the senior subordinated notes; and
•: the amount of payments in respect of such accrued OID would reduce your tax basis in the senior subordinated notes.

Consequently, during a deferral period, a U.S. holder would be required to continue to include OID in gross income as it accrued, even though we would not make any actual cash payments on the senior subordinated notes.

Future changes that increase cash taxes payable by us could significantly decrease our future cash flow available to make interest and dividend payments with respect to our IDSs.

We have been permitted and expect to continue to take certain deductions from our taxable income in computing our cash taxes. In connection with this offering and the other Transactions we have assumed that we will be able to take an aggregate of approximately $ million in incremental deductions from taxable income relating to the redemption or repayment of our outstanding indebtedness. In addition, we are able to amortize certain intangible assets within the meaning of Section 197 of the Internal Revenue Code of 1986. This enables us to amortize for tax purposes approximately $ million annually through 20 . If there is a change in U.S. federal tax policy that reduces any of these available deductions or results in an increase in our corporate tax rate, our cash taxes payable may increase, which could significantly reduce our future cash flow and impact our ability to make interest and dividend payments. As of December 31, 2003, we expect net operating loss, or NOL, carryforwards for U.S. federal income tax purposes of approximately $40 million which are available to offset future U.S. federal taxable income, if any. These NOL carryforwards will become subject to certain limitations under Section 382 of the Internal Revenue Code of 1986. The realizable amount of these NOLs could be reduced in the near term if estimates of future taxable income during future periods are reduced.

Before this offering, there has not been a public market for our IDSs, shares of our Class A common stock or the senior subordinated notes. The price of the IDSs may fluctuate substantially, which could negatively affect IDS holders.

None of the IDSs, the shares of our Class A common stock or senior subordinated notes has a public market history. In addition, there has not been an active market in the United States for securities similar to the IDSs. We cannot assure you that an active trading market for the IDSs will

develop in the future, or that an active trading market for the shares of our Class A common stock will develop until the senior subordinated notes are redeemed or mature, if at all. If the senior subordinated notes represented by your IDSs are redeemed or mature, the IDSs will automatically separate and you will then hold shares of our Class A common stock. We do not intend to list our senior subordinated notes on any securities exchange.

The initial public offering price of the IDSs will be determined by negotiations among us, our sponsor investor and the representatives of the underwriters and may not be indicative of the market price of the IDSs after the offering. Factors such as quarterly variations in our financial results and dividend payments, announcements by us or others, developments affecting us, our clients and our suppliers, general interest rate levels and general market volatility could cause the market price of the IDSs to fluctuate significantly.

If interest rates rise, the trading value of our IDSs may decline.

We cannot predict the interest rate environment or guarantee that interest rates will not rise in the near future. Should interest rates rise or should the threat of rising interest rates develop, debt markets may be adversely affected. As a result, the trading value of our IDSs or senior subordinated notes and Class A common stock represented thereby may decline.

Future sales or the possibility of future sales of a substantial amount of IDSs, shares of our Class A common stock or our senior subordinated notes may depress the price of the IDSs and the shares of our Class A common stock and our senior subordinated notes.

Future sales or the availability for sale of substantial amounts of IDSs or shares of our Class A common stock or a significant principal amount of our senior subordinated notes in the public market could adversely affect the prevailing market price of the IDSs and the shares of our Class A common stock and our senior subordinated notes and could impair our ability to raise capital through future sales of our securities.

Upon consummation of this offering and the other Transactions, we anticipate that there will be shares of our Class B common stock outstanding, representing approximately % of our outstanding capital stock (or shares of our Class B common stock, representing % of our outstanding common stock if the underwriters' over-allotment option is exercised in full).

The holders of our Class B common stock will have certain rights to convert or exchange their Class B common stock into the equivalent value of IDS units under certain circumstances, which IDSs could be sold pursuant to an underwritten or other registered offering under a registration rights agreement with us. Such sales could cause a decline in the market price of the IDSs.

We may issue shares of our Class A common stock and senior subordinated notes, which may be in the form of IDSs, or other securities from time to time as consideration for future acquisitions and investments. In the event any such acquisition or investment is significant, the number of shares of our Class A common stock and the aggregate principal amount of senior subordinated notes, which may be in the form of IDSs, or the number or aggregate principal amount, as the case may be, of other securities that we may issue may in turn be significant. In addition, we may also grant registration rights covering those IDSs, shares of our Class A common stock, senior subordinated notes or other securities in connection with any such acquisitions and investments.

Our certificate of incorporation and bylaws and several other factors could limit another party's ability to acquire us and deprive our investors of the opportunity to obtain a takeover premium for their securities.

Our certificate of incorporation and bylaws contain certain provisions that may make it difficult for another company to acquire us and for you to receive any related takeover premium for your securities. For example, our certificate of incorporation authorizes the issuance of preferred stock without stockholder approval and upon such terms as the board of directors may determine. The rights of the

holders of shares of our common stock will be subject to, and may be adversely affected by, the rights of holders of any class or series of preferred stock that may be issued in the future. Our amended and restated certificate of incorporation also does not allow stockholder action by written consent and requires the approval of a supermajority of our stockholders to take certain actions. We are also subject to Section 203 of the Delaware General Corporation Law, which prohibits us from engaging in a "business combination" with an "interested stockholder" for a three-year period following the time that this stockholder becomes an interested stockholder, unless the business combination is approved in a prescribed manner.

You will be immediately diluted by $ per share of Class A common stock if you purchase IDSs in this offering.

If you purchase IDSs in this offering, based on the book value of the assets and liabilities reflected on our balance sheet, you will experience an immediate dilution of $ per share of Class A common stock represented by the IDSs which exceeds the entire price allocated to each share of Class A common stock represented by the IDSs in this offering because there will be a net tangible book deficit for each share of Class A common stock outstanding immediately after this offering. Our net tangible book deficiency as of , 2004, after giving effect to this offering, was approximately $ million, or $ per share of Class A common stock.

Risks Related to Our Business

Changes in consumer preferences could decrease our revenues and cash flow.

We are subject to the risks of evolving consumer preferences and nutritional and health-related concerns. Substantially all of our revenues are derived from the sale of low calorie tabletop sweeteners in which aspartame is the primary ingredient. To the extent that consumer preferences evolve away from low calorie tabletop sweeteners, and aspartame-based low calorie tabletop sweeteners in particular, there will be a decreased demand for our products. Consumer perception that there are low calorie tabletop sweetener alternatives that are healthier or more natural than aspartame could also decrease demand for our products. Any shift in consumer preferences away from our products, including any shift in preferences from aspartame-based products to sucralose-based products or other low calorie tabletop sweetener products, could significantly decrease our revenues and cash flows and impair our ability to pay dividends or to fulfill our obligations under the senior subordinated notes and to operate our business.

Competition and consolidation may reduce our sales and margins.

We operate in a highly competitive industry. We compete with companies that have greater capital resources, facilities and diversity of product lines than ours. Increased competition as to our products could result in reduced volumes and/or prices, both of which would reduce our sales and margins, and could impair our ability to pay dividends or to fulfill our obligations under the senior subordinated notes.

Our competitors may also introduce new low-calorie sweeteners, such as has occurred with the sucralose-based low calorie tabletop sweetener, Splenda®, a product of McNeil-PPC, Inc., a Johnson & Johnson company, which could increase competition. Splenda® was introduced in Australia in 1989, Canada in 1991, Mexico in 1997, the United States and Puerto Rico in 2000 and the United Kingdom in 2003. In the three years since the introduction of Splenda® in the United States, it has gained significant market share in the U.S. retail market. To the extent that current users of our products switch to sucralose-based products, there could be a decrease in the demand for our products.

Our margins are also under pressure from consolidation in the retail food industry in many regions of the world. In the United States, we have experienced a shift in the channels where consumers purchase our products from the higher margin retail to the lower margin club and mass merchandisers.

Such consolidation may significantly increase our costs of doing business and may further result in lower sales of our products and/or lower margins on sales. In addition, increased competition from private label manufacturers of low calorie tabletop sweeteners may have a negative impact on our sales and/or margins.

Our business may be adversely affected by our dependence upon our suppliers.

We rely on a limited number of suppliers for our raw materials. Currently, we purchase all of our requirements for aspartame, our primary raw ingredient, from The NutraSweet Company, which we refer to as NutraSweet, pursuant to an aspartame supply agreement that expires on December 31, 2005. Our agreement with NutraSweet contains a fixed purchase requirement in 2004 that is consistent with our projected usage and that will be purchased at a fixed price. In 2005, we will purchase a significant portion of our supply from NutraSweet at a fixed price but may also purchase aspartame from other suppliers. If for any reason, NutraSweet is unable to fulfill its obligations under the aspartame supply agreement, we may be unable to meet our aspartame supply needs on terms as favorable as those we have negotiated with NutraSweet. Additionally, there are a limited number of aspartame manufacturers who have the capacity to supply our global needs and meet our quality specifications. We estimate that the current aspartame market totals approximately 14,800 metric tons per year (with a capacity of 14,900 to 16,400 metric tons per year), of which we currently consume between 600 and 700 metric tons. Failure to acquire in a timely fashion a sufficient quantity of aspartame meeting our specifications would negatively impact our production schedule and could lead to shortages in stock, both of which would have a negative impact on our earnings and cash flows and impair our ability to pay dividends or to fulfill our obligations under the senior subordinated notes and to operate our business. An increase in the price of aspartame would negatively impact our earnings and cash flows.

Inability to protect our trademarks and other proprietary rights could damage our competitive position.

Any infringement or misappropriation of our intellectual property could damage its value and limit our ability to compete. We rely on copyrights, trademarks, trade secrets, confidentiality provisions and licensing arrangements to establish and protect our intellectual property. We own no patents relating to aspartame or otherwise. We may have to engage in litigation to protect our rights to our intellectual property, which could result in significant litigation costs and require significant amounts of management's time.

In a limited number of cases, we license our Equal® trademark to certain third parties for use in marketing certain of their products. We have invested substantially in the promotion and development of our trademarked brands and establishing their reputation as high-quality products. Actions taken by these parties may damage our reputation and our trademarks' value which could lead to reduced sales of our products.

We and our affiliates have worldwide, royalty-free, exclusive licenses to the NutraSweet® mark in the tabletop sweetener category for products which contain aspartame sourced from NutraSweet. The licenses are in effect during the term of our aspartame supply agreement with NutraSweet and thereafter, subject to certain minimum purchase obligations. NutraSweet has the option to terminate the licenses upon six months' notice if we do not purchase at least 200 metric tons of aspartame from it in the calendar year then expired. Upon termination of our rights to the NutraSweet® mark, there is no guarantee that a third party, including NutraSweet, will not introduce a tabletop sweetener product under the NutraSweet® brand which competes with our products.

We believe that the formulas and blends for our products are trade secrets. We rely on security procedures and confidentiality agreements to protect this proprietary information; however, such agreements and security procedures may be insufficient to keep others from acquiring this information. Any such dissemination or misappropriation of this information could deprive us of the value of our proprietary information.

Health-related allegations could damage consumer confidence in our products.

Periodically, claims are made regarding the safety of aspartame consumption. Past claims include allegations that aspartame leads to neurological illnesses and other health problems. Although we believe that we have been successful in presenting scientific evidence to dispute these claims and restore consumer confidence in the face of each of these claims, there can be no assurance that we will be similarly successful if health-related allegations are made in the future. If consumers lose confidence in the safety of our products, our sales and margins would be negatively impacted.

Product liability claims or product recalls could adversely affect our business reputation.

The sale of food products for human consumption involves the risk of injury to consumers. Such hazards could result from:

•: tampering by unauthorized third parties;
•: product contamination;
•: the presence of foreign objects, substances, chemicals and other agents; or
•: residues introduced during the manufacturing, packaging, storage, handling or transportation phases.

Some of the products we sell are produced for us by third parties and such third parties may not have adequate quality control standards to ensure that such products are not adulterated, misbranded, contaminated or otherwise defective. In addition, we license our brands for use on products produced and marketed by third parties, for which we receive royalties. We may be subject to claims made by consumers as a result of products manufactured by these third parties which are marketed under our brand names.

Consumption of adulterated products may cause serious health-related illnesses and we may be subject to claims or lawsuits relating to such matters. 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, product recalls and increased scrutiny by federal and state regulatory agencies. Such claims or liabilities may not be covered by our insurance or by any rights of indemnity or contribution which we may have against third parties. 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 consumers and on our brand image, all of which could negatively impact our earnings and cash flows.

Additionally, our Fairfield, Australia facility manufactures certain pharmaceutical products for third parties. Our current insurance coverage excludes liabilities resulting from pharmaceutical manufacturing. A claim related to a pharmaceutical product which we produced could have a significant negative impact on our earnings and cash flows and impair our ability to pay dividends or to fulfill our obligations under the senior subordinated notes and to operate our business.

Our international operations involve the use of foreign currencies, which subjects us to exchange rate fluctuations and other currency risks.

The revenues and expenses of our international operations generally are denominated in local currencies, which subject us to exchange rate fluctuations between such local currencies and the U.S. dollar. These exchange rate fluctuations subject us to currency translation risk with respect to the reported results of our international operations, as well as to other risks sometimes associated with international operations. There can be no assurance that we will not experience fluctuations in financial results from our operations outside of the United States, and there can be no assurance we will be able, contractually or otherwise, to reduce the currency risks associated with our international operations.

If we do not manage costs in the highly competitive tabletop sweetener industry, our profitability could decrease.

Our success depends in part on our ability to manage costs and be efficient in the highly competitive tabletop sweetener industry. We recently completed an internal reorganization aimed at eliminating excess costs and achieving additional efficiencies and we expect to make further cost reductions in the future. If we do not continue to manage costs and achieve additional efficiencies, our profitability could decrease. In addition, we cannot guarantee that following our cost reduction activities, we will have the internal resources to effectively compete against companies with greater resources than ours.

If we fail to comply with the many laws applicable to our business, we may incur significant fines and penalties.

Our facilities and products are subject to laws and regulations administered by the Federal Food and Drug Administration, and other federal, state, local, and foreign governmental agencies relating to the processing, packaging, storage, distribution, advertising, labeling, quality, and safety of food products. Our failure to comply with applicable laws and regulations could subject us to administrative penalties and injunctive relief, civil remedies, including fines, injunctions and recalls of our products. Our operations are also subject to regulations administered by the Environmental Protection Agency and other state, local and foreign governmental agencies. Failure to comply with these regulations can have serious consequences, including civil and administrative penalties and negative publicity.

In addition to the possible fines and penalties discussed above, changes in laws and regulations in domestic and foreign jurisdictions, including changes in food and drug laws, accounting standards, taxation requirements (including tax rate changes, new tax laws and revised tax law interpretations) and environmental laws could have a significant adverse effect on our results of operations.

Strikes or work stoppages by our unionized workers could disrupt our business.

At December 31, 2003, approximately 7% of our employees, all of whom work in our Fairfield, Australia manufacturing facility, were covered by a collective bargaining agreement that is in effect until January 16, 2006. Our inability to negotiate an acceptable contract with the union upon expiration of this contract could result in strikes or work stoppages and increased operating costs as a result of higher wages or benefits paid to union members or replacement workers. If the unionized workers were to engage in a strike or work stoppage, or other non-unionized operations were to become unionized, we could experience a significant disruption of our operations or higher ongoing labor costs.

There is no assurance that our senior management team or other key employees will remain with us.

We believe that our ability to successfully implement our business strategy and to operate profitably depends on the continued employment of our senior management team and other key employees. If members of the management team or other key employees become unable or unwilling to continue in their present positions, the operation of our business would be disrupted and we may not be able to replace their skills and leadership in a timely manner to continue our operations as currently anticipated. We operate generally without employment agreements with, or key person life insurance on the lives of, our key personnel.

We rely on a major distributor in our largest market.

We have an agreement with Heinz to purchase and distribute our products to grocery and food service customers in our North American market. In 2003, purchases by Heinz represented 24% of our consolidated net sales. We are dependent on Heinz to sell our products to grocery stores, certain food wholesalers and food service distributors and operators. We do not have a significant sales force or sales organization to support the sale of products in North America. If Heinz becomes unwilling or unable to continue to fulfill its obligations under our agreement with them, or is not in the financial

position to purchase or market our products, we may be required to find alternative means to sell our products and our financial performance may be adversely and materially affected. The terms of our agreement with Heinz provide that either party may terminate the agreement upon 180 days prior written notice. Each year we re-negotiate the terms of our agreement with Heinz. If we are unable to negotiate terms that are favorable to us, our earnings may be negatively impacted.

Our business may be adversely affected by conditions in the countries where we operate.

We operate in many countries throughout the world. Economic and political changes in the countries where we market and produce our products, such as inflation rates, recession, foreign ownership restrictions, restrictions on transfer of funds into or out of a country and similar factors may adversely affect our results of operations.

We have a limited operating history, and therefore are subject to the risk of inconsistent results, policies and strategies.

Merisant was formed by an affiliate of Pegasus Capital Advisors, L.P. and several other investors to acquire the assets of the low calorie tabletop sweetener business of the Consumer Food Division of Monsanto. Although Monsanto operated the business before the acquisition by Merisant in 2000, we have a limited operating history as a stand-alone company. As a result, our future results of operations or financial condition may vary from the results previously realized by Monsanto.

Our taxes may increase.

In 2000, our Swiss subsidiary purchased all of our foreign trademarks from us, in exchange for a promissory note in the amount of $168.0 million. The repayment of the principal of this note is not subject to tax in the United States. However, once the note is repaid in full, which may occur as soon as 2006, any cash repatriation from this subsidiary could result in a higher effective tax rate. If these taxes prove to be significant, our earnings and results of operations could be negatively impacted, which could impair our ability to pay dividends or to fulfill our obligations under the senior subordinated notes and to operate our business.

USE OF PROCEEDS

The table below sets forth our estimate of the sources and uses of funds required to effect the Transactions, assuming the Transactions all occurred as of , 2004. See "Prospectus Summary—The Transactions." The estimated sources and uses are based on an assumed initial public offering price of $ per IDS (comprised of $ allocated per share of Class A common stock and $ allocated per senior subordinated note) and an initial offering price of % of the stated principal amount per senior subordinated note sold separately (not represented by an IDS). Actual amounts may vary from the amounts shown below.

		(in millions)
Sources of Funds:
Cash on hand		$
New revolving credit facility
New senior indebtedness
IDSs offered hereby(1)
Senior subordinated notes offered separately hereby










	Total sources	$

		(in millions)
Uses of Funds:
Repayment of Merisant's existing senior credit facility(2)		$
Repurchase of discount notes(3)
Tender premium, discount notes
Repurchase of Merisant's existing senior subordinated notes(4)
Tender premium, Merisant's existing senior subordinated notes
Repurchase of Class B common stock(5)
Payments under certain existing management incentive plans
Cash payments to unwind interest rate hedge agreements
Transaction fees, prepayment penalties and expenses

	Total uses	$

(1): If the over-allotment option is exercised in full, the net proceeds from the IDS offering will be approximately $ million.
(2): Amounts outstanding under Merisant's existing senior credit facility are likely to vary as we continue to pay down debt using our internally generated cash. As of , 2004, our outstanding balance under the existing senior credit facility was $ million, consisting of million of Euro Term Loan A and $ million of Term Loan B, and we had no borrowings under the revolving credit facility.

The term loans and the revolving credit facility bear interest at floating rates. As of , the interest rate in effect for our Euro Term Loan A was LIBOR plus % and the interest rate in effect for Term Loan B was LIBOR plus %.

(3): We issued the 12¹/4% Senior Subordinated Discount Notes due 2014 in November 2003. The proceeds of the issuance of the discount notes were used to pay a dividend to our stockholders of approximately $72.5 million in the aggregate.
(4): Merisant issued its 9¹/2% Senior Subordinated Notes due 2013 in July 2003. The proceeds of the issuance of the existing senior subordinated notes were used to pay a dividend to our stockholders of approximately $197.0 million in the aggregate.
(5): We will use the proceeds from the sale of any additional IDSs upon the exercise of the underwriters' over-allotment option to purchase additional shares of Class B common stock from our Class B stockholders. If the underwriters' exercise the over-allotment option in full, our Class B stockholders will receive, approximately, an additional $ million in exchange for shares of Class B common stock.

DIVIDEND POLICY AND RESTRICTIONS

Upon the closing of this offering, our board of directors expects to adopt a dividend policy pursuant to which, if and to the extent we have available cash for distribution to the holders of shares of our common stock as of , , and of each fiscal year, and subject to applicable law, as described below, and our new revolving credit facility, the terms of our new senior indebtedness, the indenture governing our senior subordinated notes and any other then outstanding indebtedness of ours, our board of directors will declare cash dividends on our common stock. The initial dividend rate is expected to be $ per share of Class A common stock and Class B common stock per annum, in each case subject to adjustment. We will pay these dividends quarterly on , , and . In the event of any reduction in the cash available for dividends, the dividend on the Class A common stock and the Class B common stock will be reduced proportionately.

If we have any remaining cash after the payment of dividends as contemplated above, our board of directors will, in its sole discretion, decide to use that cash for those purposes it decides necessary including, but not limited to, funding capital expenditures or acquisitions, repaying indebtedness, paying additional dividends or for general corporate purposes.

The indenture governing our senior subordinated notes will restrict our ability to declare and pay dividends on our common stock as follows:

•: we may use up to % of our excess cash (which is EBITDA, as defined in the indenture, minus the sum of cash income tax expense, cash interest expense and certain capital expenditures) for the four preceding fiscal quarters plus certain incremental funds described in the indenture for the payment of dividends;
•: we may not pay any dividends during any interest deferral period under the indenture and so long as any deferred interest or interest on deferred interest remains outstanding; and
•: we may not pay any dividends if a default in payment of interest, principal or premium, if any, on the senior subordinated notes has occurred and is continuing.

In addition, if our Consolidated Coverage Ratio (as defined in the indenture) is less than to 1, our ability to pay dividends on our common stock will be limited even if permitted under the tests described above.

See "Description of the Senior Subordinated Notes" for a complete description of this dividend restriction.

Our new revolving credit facility and our new senior indebtedness will also restrict our ability to declare and pay dividends on our common stock. See "Description of Certain Indebtedness."

Our board of directors may, in its discretion, amend or repeal this dividend policy with respect to the Class A common stock. Our board of directors may decrease the level of dividends provided for the Class A common stock in this dividend policy or discontinue entirely the payment of dividends.

Our ability to pay future dividends with respect to shares of our capital stock, if any, will depend on, among other things, our results of operations, cash requirements, financial condition, contractual restrictions, provisions of applicable law and other factors that our board of directors may deem relevant. Under Delaware law, our board of directors may declare dividends only to the extent of our "surplus" (which is defined as total assets at fair market value minus total liabilities, minus statutory capital), or if there is no surplus, out of our net profits for the then current and/or immediately preceding fiscal years.

We paid no dividends in 2002. During 2003, we distributed to our stockholders approximately $269.5 million of dividends. The dividends were paid from the proceeds of the issuance of Merisant's existing senior subordinated notes and our discount notes.

CAPITALIZATION

The following table shows our cash and cash equivalents, debt and stockholders' equity:

•: on a consolidated basis at December 31, 2003;
•: on an adjusted basis as if this offering and the other Transactions had occurred at December 31, 2003, assuming no exercise of the underwriters' over-allotment option; and
•: as further adjusted assuming full exercise of the underwriters' over-allotment option.

The table below should be read in conjunction with "Use of Proceeds," "Selected Consolidated Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Description of Certain Indebtedness," our consolidated financial statements and related notes, and other financial information included elsewhere in this prospectus.

			As of December 31, 2003
			Actual			As Adjusted Assuming No Exercise of the Underwriters' Over Allotment Option		As Further Adjusted Assuming Full Exercise of the Underwriters' Over Allotment Option
			($ in millions)
Cash and cash equivalents			$	8.8		$		$

Long-term debt (including current portion)(1):
	Existing senior credit facility(2)		$	241.7		$	—	$	—
	9¹/2% senior subordinated notes due 2013			225.0			—		—
	12¹/4% senior subordinated discount notes due 2014			76.2			—		—
	% senior subordinated notes due 2014
	New revolving credit facility
	New senior indebtedness

		Total debt, including current portion		542.9
Stockholders' equity:
	Preferred stock						—		—
	Common stock			0.1
	Additional paid-in capital			—
	Due from employees for purchase of stock			(0.8	)
	Retained earnings (deficit)			(90.6	)
	Accumulated other comprehensive loss			(5.4	)
	Less cost of treasury stock			(1.7	)

		Total stockholders' equity (deficit)		(98.4	)

Total capitalization			$	444.5		$		$

(1): Excludes a capital lease obligation of Merisant of $0.5 million.
(2): Amounts outstanding under Merisant's credit facility are likely to vary as it continues to pay down debt using internally generated cash. As of December 31, 2003, the outstanding balance under Merisant's existing senior credit facility was $241.7 million, consisting of €42.0 million of Euro Term Loan A and $189.0 million of Term Loan B, and Merisant had no borrowings under the revolving credit facility.

The term loans and the revolving credit facility under Merisant's credit facility bear interest at floating rates. As of December 31, 2003, the interest rate in effect for Euro Term Loan A was LIBOR plus 2.75% and the interest rate in effect for Term Loan B was LIBOR plus 2.75%. Merisant's Euro Term Loan A and revolving credit facilities mature on March 31, 2006 and its Term Loan B facility matures on March 31, 2007.

DILUTION

Dilution is the amount by which the portion of the offering price paid by the purchasers of the IDSs to be sold in the offering that is allocated to our shares of Class A common stock represented by the IDSs exceeds the net tangible book value or deficiency per share of our common stock after the offering. Net tangible book value or deficiency per share of our common stock is determined at any date by subtracting our total liabilities from our total assets less our intangible assets and dividing the difference by the number of shares of common stock deemed to be outstanding at that date. For purposes of this section, references to our "common stock" after the offering includes the shares of Class A common stock to be issued as part of the IDSs and the shares of Class B common stock to be held by our existing stockholders.

Our net tangible book deficiency as of December 31, 2003 was approximately $ million, or $ per share of common stock. After giving effect to this offering and the other Transactions, including the use of proceeds as described in this prospectus, our pro forma net tangible book deficiency as of December 31, 2003 as adjusted would have been approximately $ million, or $ per share of common stock. This represents an immediate increase in net tangible book value of $ per share of our common stock to our existing stockholders and an immediate dilution of $ per share of our common stock to new investors purchasing Class A common stock represented by the IDSs in this offering.

The following table illustrates this substantial and immediate dilution to new investors:

		Per Share of Common Stock Assuming No Exercise of the Underwriters' Over- Allotment Option	Per Share of Common Stock Assuming Full Exercise of the Underwriters' Over- Allotment Option
Portion of the assumed initial offering price of $ per IDS allocated to one share of Class A common stock		$	$
	Net tangible book value (deficiency) per share as of December 31, 2003 (actual)
	Increase per share attributable to cash payments made by investors in this offering
	Net tangible book value (deficiency) as adjusted for this offering

Dilution in net tangible book value per share to new investors		$	$

The following table sets forth on a pro forma basis as of , 2004:

•: the total number of shares of our Class A common stock represented by IDSs and of Class B common stock to be outstanding following the consummation of this offering and the other Transactions;
•: the total consideration paid by our Class B stockholders and to be paid by the new investors purchasing Class A common stock in this offering; and
•: the average price per share of common stock paid by our existing stockholders (cash and stock) and to be paid by new investors purchasing Class A common stock in this offering:

		Shares of Common Stock Purchased
					Total Consideration
					Total Consideration			Average Price Per Share of Common Stock
		Number	Percent		Number	Percent		Average Price Per Share of Common Stock
Class B stockholders				%	$		%	$
New investors

	Total		100.0	%	$	100.0	%	$

SELECTED CONSOLIDATED FINANCIAL DATA

The following table shows our selected historical consolidated financial data for the period from March 17, 2000 (our date of inception) to December 31, 2000 and the years ended December 31, 2001, 2002 and 2003. Our selected historical consolidated financial data were derived from our audited consolidated financial statements. This selected consolidated financial data should be read in conjunction with, and is qualified in its entirety by, "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and accompanying notes included elsewhere in this prospectus.

							Year Ended December 31,
				Period From March 17, 2000 to December 31, 2000			Year Ended December 31,
				Period From March 17, 2000 to December 31, 2000			2001			2002			2003
				(in millions)
Income Statement Data:
	Net sales			$	278.4		$	343.1		$	349.6		$	352.3
	Cost of sales				109.5			134.6			134.5			138.0

	Gross profit				168.9			208.5			215.1			214.3

	Operating expenses:
		Marketing and selling expenses			56.1			69.3			77.1			81.4
		Administration expenses			24.3			31.1			32.0			35.4
		Amortization of intangibles			29.0			36.2			28.7			22.2
		Start-up expenses			20.7			13.7			0.7			—
		Restructuring expenses			—			0.7			2.3			8.2

			Total operating expenses		130.1			151.1			140.8			147.2

	Income from operations				38.9			57.4			74.2			67.1

	Other expenses (income):
		Interest expense, net			36.2			42.2			33.6			37.7
		Cost of refinancing			—			—			7.1			29.8
		Euro-denominated loan foreign exchange loss			—			—			—			5.2
		Other (income) expense, net			(0.3	)		1.5			0.6			(7.6	)

			Total other expenses		35.9			43.7			41.4			65.1

	Income before income taxes				2.9			13.7			32.8			2.0
	Provision for income taxes				5.1			7.4			8.1			19.7

	Net income (loss)			$	(2.2	)	$	6.3		$	24.7		$	(17.6	)

Cash Flow Data:
	Cash flows provided by operating activities			$	69.9		$	42.5		$	55.9		$	68.4
	Cash flows used in investing activities				(589.6	)		(15.4	)		(7.1	)		(8.3	)
	Cash flows provided by (used in) financing activities				549.9			(42.9	)		(56.8	)		(58.4	)
Financial and Other Data:
	Operating EBITDA(1)			$	93.5		$	115.0		$	115.6		$	110.2
	Depreciation and amortization				33.7			44.7			38.3			33.2
	Capital expenditures				8.8			15.4			7.1			6.0
	Ratio of earnings to fixed charges				1.1x			1.3x			1.9x			1.1x
Balance Sheet Data (at end of period):
	Cash and cash equivalents			$	30.2		$	14.3		$	6.3		$	8.8
	Working capital as adjusted(2)				38.6			28.9			46.5			42.3
	Total assets				669.4			640.9			580.8			575.5
	Senior debt				346.4			303.1			310.4			241.7
	Total debt(3)				408.2			365.3			310.4			542.9
	Stockholder's equity (deficit)				155.9			150.1			162.8			(98.4	)
	Total capitalization				564.1			515.4			473.2			444.5

(1): "Operating EBITDA" as presented herein is the measure upon which management assesses our financial performance, and is the measure of our financial performance in each of our segments. Operating EBITDA excludes interest expense, income tax expense and depreciation and amortization, as well as items such as expenses related to start-up costs, restructuring expenses and other non-cash items.

					Year Ended December 31,
		Period From March 17, 2000 to December 31, 2000			Year Ended December 31,
		Period From March 17, 2000 to December 31, 2000			2001		2002		2003
		(in millions)
Net income (loss)		$	(2.2	)	$	6.3	$	24.7	$	(17.6	)
Provision for income taxes			5.1			7.4		8.1		19.7
Interest expense, net			36.2			42.2		33.6		37.7
Cost of refinancing			—			—		7.1		29.8
Euro-denominated loan foreign exchange loss			—			—		—		5.2
Realized gain on derivative instruments			—			—		—		(5.8	)
Depreciation and amortization			33.7			44.7		38.3		33.2
Start-up expenses(a)			20.7			13.7		0.7		—
Restructuring expenses(b)			—			0.7		2.3		8.2
Other non-cash items(c)			—			—		0.7		(0.2	)

	Operating EBITDA	$	93.5		$	115.0	$	115.6	$	110.2

(a): Start-up expenses, which we expense as incurred, are costs incurred in connection with the organization of our company. We include start-up expenses as operating expenses in the accompanying consolidated statements of operations and comprehensive loss.
(b): During July 2001, we announced that as a result of our evaluation of strategic options, we would immediately begin implementing a plan designed to improve both financial results and the long-term value of the business. We announced a subsequent phase of this plan in June 2002. The charges principally relate to planned employee termination costs that have been announced in each of the respective periods. The restructuring liability as of the end of each period is included in accrued expenses and other liabilities in our consolidated balance sheets.
(c): Other non-cash items consist of certain non-cash expenses (income) that have not been allocated to our reportable segments and, therefore, are not included in our definition of Operating EBITDA.

Operating EBITDA is presented herein because we believe it a useful supplement to operating income and cash flows from operations in understanding cash flows generated from operations that are available for tax, debt service and capital expenditures. In particular, management uses Operating EBITDA to evaluate reportable segment performance and allocate resources. Additionally, management uses these measures to compare our operating performance with that of our competitors. However, Operating EBITDA is not a measure of liquidity under GAAP. Accordingly, while providing useful information, these measures should not be considered in isolation or as a substitute for consolidated statement of cash flow data prepared in accordance with GAAP as an indication of our liquidity. In addition, the Operating EBITDA measure presented may differ from, and may not be comparable to, similarly titled measures used by other companies. Operating EBITDA margin represents Operating EBITDA as a percentage of net sales.

(2): Working capital as adjusted consists of trade accounts receivable, net, plus other receivables, inventories and prepaid expenses and other current assets, less accounts payable, income taxes payable and accrued expenses and other current liabilities. Our definition of working capital as adjusted is different than working capital defined as total current assets minus total current liabilities. Working capital, defined as total current assets minus total current liabilities, was $47.7 million, $21.8 million, $27.9 million and $48.9 million at December 31, 2000, 2001, 2002 and 2003, respectively.
(3): Excludes capital lease obligations of $0.6 million at December 31, 2001, $0.3 million at December 31, 2002 and $0.5 million at December 31, 2003.

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

You should read the following discussion together with our consolidated financial statements and their accompanying notes included elsewhere in this prospectus. Our discussion of results by reportable segment should be read in conjunction with Note 14 to our consolidated financial statements included elsewhere in this prospectus, which illustrates the reconciliation of Operating EBITDA to net income.

Overview

Our company was formed by an investor group led by an affiliate of Pegasus Capital Advisors, L.P. in 2000 to acquire certain assets of the tabletop sweetener business of Monsanto. Monsanto entered the sweetener market in 1985 through its acquisition of Searle, which discovered aspartame and founded the business over 20 years ago.

We sell through multiple channels of distribution, including grocery and pharmacy retailers, food service distributors, mass merchandisers and club/warehouse retailers. We use distributors and brokers to distribute our products throughout the world and sell our products directly to selected customers in our largest markets. In 2003, $83.8 million, or 24% of our net sales, were made to Heinz, our primary distributor to the grocery and food service customers in the United States. Other than Heinz, no customer, including those serviced by Heinz, accounted for greater than 10% of our total net sales in 2003. From time to time, we reevaluate our strategy to determine whether it is more advantageous to maintain a direct sales infrastructure or to use distributors and brokers within certain markets.

Our reportable segments are organized and managed principally by geographic region: North America, EAME, Latin America and Asia/Pacific. We review Operating EBITDA to evaluate segment performance and allocate resources. Operating EBITDA consists of segment earnings before interest expense, income tax expense and depreciation and amortization as well as items such as expenses related to start-up costs, restructuring charges and other non-cash items (including non-cash derivative gains and losses). Other (income) expense, net, as reported in our consolidated financial statements, is included in Operating EBITDA of the respective reportable segment, except for the portion of other (income) expense, net that relates to foreign currency transaction gains or losses associated with the euro-denominated debt and unrealized gains or losses on derivative instruments. Corporate expenses include corporate staff and related amounts. Corporate expenses, interest and other expenses and the provision for income taxes are centrally managed and, accordingly, such items are not presented by segment since they are excluded from the measure of segment performance utilized by management. Our assets, which are principally in the United States and Europe, are also managed geographically.

Currently, we are positioned to leverage many of our strengths, including our leading global market position and scale, our strong brand equity, our strong and stable cash flows and our experienced management team. These strengths allow us to respond to changes in market conditions and challenges from competitors on both a global and local basis.

Recently, we have seen some changes in the trends in our category. Most significantly, a considerable competitor has increased its efforts to penetrate both domestic and international markets. Although these trends have, in many ways, helped to grow the category from a historically steady 2-3%

growth rate to a more robust 16% in the last year, they have also presented more immediate challenges to our market share. In order to maintain our leading position in the category, we are dedicated to expanding our brand positioning to both attract new users into the category and to promote new usage among our existing customers. Our strong financial position allows us to increase our advertising and marketing efforts while still allocating cash flows to pay down our existing debt.

Critical Accounting Estimates and Policies

The preparation of financial statements in conformity with GAAP 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. Accounting estimates are an integral part of the financial statements prepared by management and are based on knowledge and experience about past and current events and on assumptions about future events.

We believe the following to be our critical accounting estimates and policies because they are both important to the portrayal of our financial condition and results of operations and they require critical management judgements and estimates about matters that are uncertain. If actual results or events differ materially from those contemplated by us in making these estimates, our results of operations for future periods could be materially affected.

Advertising and promotional accruals. We expense advertising costs as incurred or in the year in which the related advertisement initially appears. We deduct consumer incentive and trade promotion activities from revenue based on amounts estimated as being due to customers and consumers at the end of a period, based principally on our historical utilization and redemption rates.

Trade marketing. Our trade marketing program is designed to fund direct and indirect trade customer efforts that promote the company's products. Direct trade customers are customers we sell and ship directly to, including mass marketers and larger grocery chains. Indirect trade customers are those customers served by one of our partners, such as Heinz in the United States, and related trade marketing activities are managed by and funded through our partners.

Trade marketing spending helps generate strong retailer support of our brands, including retailer participation in promotions. Trade promotion activities include every day low price (EDLP), co-op advertising, product displays, special shelf price tagging and securing shelf space and aisle placement.

Trade marketing deductions are recorded as reductions to sales and accrued based on volume shipped using a rate per standard case developed from historical and forecasted trade plan experience and information. The accrual rates are adjusted, if necessary, during the year if actual experience trends differently than the assumed rates per standard case.

Coupons. One of the primary methods of promoting our products to consumers in certain markets, primarily the United States, is through coupon related programs. Coupons are distributed typically as:

•: Free standing inserts in newspapers
•: Instant redeemables included on product packaging
•: In-store coupons at dispensers or register
•: Direct mail

The month a coupon program is in place, the company accrues for expected redemptions by consumers and related redemption fees. We maintain extensive information on redemption history on coupon programs and have demonstrated the ability to reasonably predict and accrue for redemptions.

Actual redemption rates are also reviewed monthly and if there is deviation from expectations, the accrual is adjusted.

Allowance for doubtful accounts. We record an allowance for doubtful accounts as an estimate of the inability of our customers to make their required payments. The determination of the allowance requires us to make assumptions about the future ability to collect amounts owed from customers. Changes to these assumptions or estimates could have a material impact on our results of operations. When determining the amount of the allowance for doubtful accounts, we consider a number of factors. Most importantly, an aging of the accounts receivable that lists past due amounts according to invoice terms is reviewed. In addition, we consider the current economic environment, the credit rating of the customers, general overall market conditions and historical experience.

Once the determination is made that a customer is unlikely to pay, we will record a charge to bad debt expense in the income statement and an increase to the allowance for doubtful accounts. When it becomes certain the customer cannot pay, the receivable is written off against the allowance for doubtful accounts.

From our inception on March 17, 2000, we have only experienced one significant customer bankruptcy, Kmart Corporation, which was announced at the end of 2001 and resulted in a charge against the allowance for doubtful accounts in the amount of $0.9 million. In 2003, we experienced no significant charges against the allowance for doubtful accounts. The allowance for doubtful accounts as of December 31, 2003 was $2.0 million, or 1% of sales, versus $1.4 million, or 0.4% of sales, as of December 31, 2002. In 2003, we recorded a sales return allowance in Asia Pacific related to a limited recall in the amount of $0.2 million. We believe our allowance for doubtful accounts is adequate to cover any future non-payments of our customers. However, if economic conditions deteriorate significantly or if one of our large customers declares bankruptcy, a larger allowance for doubtful accounts might be necessary.

Impairment of goodwill. We evaluate the recoverability of goodwill by estimating the future discounted cash flows of the business. The rate used in determining discounted cash flows is a rate corresponding to our cost of capital, risk adjusted where necessary. When estimated future discounted cash flows are less than the carrying value of the net assets (tangible and identifiable intangibles) and related goodwill, impairment losses of goodwill are charged to operations. Impairment losses, limited to the carrying value of goodwill, represent the excess of the sum of the carrying value of the net assets (tangible and identifiable intangibles) and goodwill over the discounted cash flows. In determining the estimated future cash flows, we consider current and projected future levels of income as well as business trends, prospects and market and economic conditions.

Impairment of long-lived assets. Long-lived assets consist principally of property and equipment and trademarks. We make regular assessments to determine if factors are present which indicate that an impairment of a long-lived asset or asset group may exist. When factors indicate that an impairment may exist, we compare the sum of the undiscounted cash flows expected from the long-lived asset or asset group to the carrying amount of the asset or asset group. If this comparison indicates impairment, the carrying amount of the long-lived asset or asset group is written down to estimated fair value. The cash flows related to an asset or asset group are based on our estimates of future results and actual cash flows may differ from such estimates.

Income taxes. We recognize deferred taxes for the future tax effects of temporary differences between financial and income tax reporting using tax rates in effect for the years in which the differences are expected to reverse. Federal income taxes are provided on that portion of the income of foreign subsidiaries that is expected to be remitted to the United States and be taxable. We evaluate our deferred tax assets to determine whether they are more likely than not to be realized in the future and record valuation allowances against the deferred tax assets for amounts which are not considered

more likely than not to be realized. The estimate of the amount that is more likely than not to be realized requires the use of assumptions concerning the amounts and timing of our future income by taxing jurisdiction. We periodically review assumptions and estimates of our probable tax obligations using historical experience in tax jurisdictions and informed judgments. Actual results may differ from those estimates.

The following critical accounting policies address the initial and prospective accounting for the IDSs and the shares of Class A common stock and senior subordinated notes represented thereby:

Income taxes. We intend to account for our issuance of the IDSs in this offering as representing an issuance of separate securities, shares of Class A common stock and senior subordinated notes and to allocate the proceeds received for each IDS unit between the Class A common stock and senior subordinated notes in proportion to their respective fair market values at the time of issuance. Accordingly, we will account for the senior subordinated notes represented by the IDSs as long-term debt bearing a stated interest rate of % maturing on , 2014, subject to extension to 2024 based on certain conditions. We believe, based on the opinion of tax counsel discussed more fully below under "Material U.S. Federal Income Tax Considerations—Senior Subordinated Notes—Characterization of Senior Subordinated Notes," that the senior subordinated notes should be treated as debt for U.S. federal income tax purposes. We intend to annually deduct interest expense of approximately $ on the senior subordinated notes from taxable income for U.S. federal and state income tax purposes. There can be no assurance that the classification of senior subordinated notes as debt (or the amount of interest expense deducted) will not be challenged by the IRS or will be sustained if challenged, although to date we have neither been informed by the IRS that they believe that the senior subordinated notes should be treated as equity rather than debt for U.S. federal and state income tax purposes, nor have we sought a ruling from the IRS that the senior subordinated notes should be treated as debt. If our treatment of the senior subordinated notes as debt is put at risk in the future as a result of a future ruling by the IRS or judicial decision, including an adverse judicial decision or ruling by the IRS for other IDSs or our own IDSs such that the senior subordinated notes are required to be treated as equity for income tax purposes, we may need to consider the effect of such developments on the determination of our future tax provisions and obligations. In the event the senior subordinated notes are required to be treated as equity for income tax purposes, then the cumulative interest expense associated with the senior subordinated notes would not be deductible from taxable income and we would be required to recognize additional tax expense and establish a related income tax liability. The additional tax due to the federal and state authorities would be based on our taxable income or loss for each of the years that we claim the interest expense deduction and would adversely effect our financial position, cash flow, and liquidity, and could affect our ability to make interest or dividend payments on the senior subordinated notes and the shares of common stock represented by the IDSs and could affect our ability to continue as a going concern. We do not currently intend to record a liability for a potential disallowance of this interest expense deduction. In addition, non-U.S. holders of our IDS units could be subject to withholding taxes on the payment of interest treated by the IRS or the courts as dividends on equity which could subject us to additional liability for the withholding taxes that we do not collect on such payments.

As discussed below under "Material U.S. Federal Income Tax Considerations—Senior Subordinated Notes—Characterization of Senior Subordinated Notes," the determination as to whether an instrument is treated as debt or equity for United States federal income tax purposes is based on all the facts and circumstances. There is no clear statutory definition of debt, and the characterization of an instrument as debt or equity is governed by principles developed in the case law, which analyzes numerous factors that are intended to identify the formal characteristics of, and the economic substance of, the investor's interest in us. In light of the representations and determinations described in the section referred to above and their relevance to several of the factors analyzed in the case law, and taking into account the facts and circumstances relating to the issuance of the senior subordinated

notes (including the separate issuance of senior subordinated notes in this offering), we believe, based on the opinion of tax counsel discussed more fully below under "Material U.S. Federal Income Tax Considerations—Senior Subordinated Notes—Characterization of Senior Subordinated Notes," that the senior subordinated notes should be treated as debt for U.S. federal income tax purposes. We intend to take such position, and therefore our financial statements will not reflect a tax liability related to this position. However, there can be no assurance that this position would be sustained if challenged by the IRS.

Additionally, there can be no assurance that the IRS will not challenge the determination that the interest rate on the senior subordinated notes represents an arm's length rate. If the IRS were successful in such a challenge, then any excess of the interest paid on the senior subordinated notes over the deemed arm's length amount would not be deductible by us and could be characterized as a dividend payment instead of an interest payment for U.S. federal income tax purposes. In such case, our taxable income and, thus, our U.S. federal income tax liability could be materially increased. We intend to determine, upon consummation of this offering, the appropriate arm's length interest rate on the senior subordinated notes through the utilization of a third party valuation firm and through the sale of the separate senior subordinated notes with the same terms that are a part of this offering.

IDSs and Class B common stock. Our IDSs represent common stock, senior subordinated notes and embedded derivative features that may require bifurcation under FASB Statement No. 133, "Accounting for Derivative Instruments and Hedging Activities ("FAS 133")." Upon completion of this offering, proceeds from the issuance of the IDSs will first be allocated, based upon relative fair value at the issuance date, to Class A common stock and the senior subordinated notes. If it is determined at the time of issuance that any of the embedded derivatives are required to be bifurcated and separately accounted for, then a portion of the proceeds from the original issuance will also be allocated to the embedded derivatives equal to the combined fair value of the embedded derivatives that require bifurcation. If a portion of the initial proceeds is allocated to any of the derivatives, the proceeds allocated to the senior subordinated notes will be reduced and the senior subordinated notes will be recorded at a discount and accreted to their redemption value as a component of interest expense using the effective interest method. Any such allocation will not affect the tax treatment of the IDSs.

The Class A common stock portion of the IDS unit will be included in stockholders' equity, net of the related portion of the IDS transaction costs allocated to Class A common stock, and dividends paid on the Class A common stock will be recorded as a reduction to retained earnings when declared by us. The senior subordinated debt portion of the IDS unit will be included in long-term debt, and the related portion of the IDS transaction costs allocated to the notes will be capitalized as deferred financing costs and amortized to interest expense using the effective interest method. Interest on the senior subordinated notes will be charged to expense as accrued by us. Any derivatives requiring bifurcation will be recorded as a liability as required by FAS 133 and will be marked to market with changes in fair value being recorded in earnings. We intend to determine the fair value of the Class A common stock, the senior subordinated notes and any embedded derivatives that require bifurcation through the utilization of a third party valuation firm and the sale of the separate senior subordinated notes with the same terms that are part of this offering.

In connection with our reorganization and pursuant to our SAR Plan, we will issue shares of Class B common stock to certain current equity holders. A portion of the Class B common stock will then be reacquired in a treasury stock transaction using the proceeds from the IDS offering, the new revolving credit facility and the new senior indebtedness. The excess of the purchase price over the par value of the Class B common stock will be charged to and will increase our accumulated retained deficit. The Class B common stock may, subject to certain conditions, be exchanged in the future for IDSs. The Class B common stock dividends will be equal to the amount per share paid to holders of Class A common stock. Because we have two classes of common stock, net income will be allocated between the two classes of common stock for purposes of computing earnings per share.

Holders of our Class B common stock have agreed to restrictions on the transferability of the Class B common stock. Beginning on the 181^st day after the consummation of this offering, holders of our Class B common stock will have the right to convert or exchange their Class B common stock into the equivalent value of IDSs under certain circumstances. However, until the second anniversary of the consummation of this offering, the amended and restated shareholders agreement will restrict the holders of our Class B common stock from exercising such exchange right if following the exchange the holders of our Class B common stock would hold less than shares. See "Description of Capital Stock."

Because the embedded right in the Class B common stock allowing the holder to exchange the Class B shares for an IDS unit is a derivative requiring bifurcation, we will be required to establish a liability equal to the fair value of the embedded derivative with an offsetting reduction of stockholders' equity, including reducing the carrying value of the remaining Class B common stock outstanding to zero. Thereafter, changes in the carrying value of the liability from the issue date until the exchange date will be required to be included in the income statement. Upon exchange of the Class B common stock for an IDS unit, the carrying value of the derivative liability on the exchange date will be treated as deemed proceeds for the IDS unit. Such deemed proceeds will be allocated among the Class A common stock and the senior subordinated debt underlying the IDS units based on their respective relative fair values on the exchange date. If the amount assigned to the senior subordinated debt component of the IDS on the exchange date is less than the face value of the related debt, then the discount will be amortized to interest expense over the remaining term of the senior subordinated debt.

Results of Operations

The following table sets forth certain of our financial data for the years ended December 31, 2002 and 2003.

									Year Ended December 31,
			Year Ended December 31,						Year Ended December 31,
			Year Ended December 31,										Better/(Worse) than Prior Year
			2002			2003			2002		2003		Better/(Worse) than Prior Year
			(in millions)						as % of Sales				Dollars			%
Net sales			$	349.6		$	352.3		100	%	100	%	$	2.7		1	%
Cost of sales				134.5			138.0		38	%	39	%		(3.5	)	(3	)%

Gross profit				215.1			214.3		62	%	61	%		(0.7	)	(—	)%

Operating expenses:
	Marketing and selling expenses			77.1			81.4		22	%	23	%		(4.4	)	(6	)%
	Administration expenses			32.0			35.4		9	%	10	%		(3.3	)	(10	)%
	Amortization of intangibles			28.7			22.2		8	%	6	%		6.5		23	%
	Start-up expenses			0.7			—		—	%	—	%		0.7		100	%
	Restructuring expenses			2.3			8.2		1	%	2	%		(5.9	)	(255	)%
		Total operating expenses		140.8			147.2		40	%	42	%		(6.4	)	(5	)%

Income from operations				74.2			67.1		21	%	19	%		(7.1	)	(10	)%

Other expenses (income):
	Interest income			(1.1	)		(0.8	)	—	%	—	%		(0.3	)	(28	)%
	Interest expense			34.8			38.5		10	%	11	%		(3.7	)	(11	)%
	Costs of refinancing			7.1			29.8		2	%	8	%		(22.6	)	(316	)%
	Other (income) expense, net			0.6			(2.4	)	—	%	(1	)%		3.0		475	%

		Total other expenses		41.4			65.1		12	%	18	%		(23.7	)	(57	)%

Income before income taxes				32.8			2.0		9	%	1	%		(30.8	)	(94	)%
Provision for income taxes				8.1			19.7		2	%	6	%		(11.6	)	(143	)%

Net income (loss)			$	24.7		$	(17.6	)	7	%	(5	)%	$	(42.3	)	(171	)%

For each of the periods discussed below, the information set forth under the caption "—Consolidated Results" represents an overview of our results of operations on a consolidated basis. Additional detail regarding our results of operations can be found under the caption "—Segment Results" for each period discussed below.

Year Ended December 31, 2003 Compared to Year Ended December 31, 2002

Consolidated Results

Net sales. The increase in consolidated net sales was attributable to approximately $17 million in positive currency translation, net of hedging losses, derived from all non-US regions, but primarily EAME. Additionally, growth in the drug and food service channels in North America, growth in some key markets, such as the Middle East and Australia/New Zealand, and sales related to the acquisition of the NoSucar™ trademark in Latin America contributed to the sales growth. This was partially offset by lower volumes in the North American grocery and club channels and certain markets in the other regions, primarily the UK and the Caribbean, as described in our segment results.

Cost of sales. Cost of sales increased mainly due to currency translation, plant equipment write-offs, inventory write-offs and timing of product improvements. These increases in cost of sales

were partially mitigated by significant material cost improvements. This resulted in a slight overall decrease in gross margin from 62% to 61%.

Operating expenses. Marketing and selling expenses increased primarily due to increased marketing investment in North America and the unfavorable impact of currency translations, partially offset by marketing investment reductions in Latin America and Asia Pacific. Administration expenses increased primarily due to higher performance-based incentive expense related to achievement of 2003 targets and currency translation, partially offset by savings from restructuring actions. Amortization expense decreased as trademark usage rights were fully amortized by the end of 2002. Start-up expenses no longer exist in 2003, as our transition to a stand-alone company was complete in 2002. During June 2002, we announced that as a result of our evaluation of strategic options, we would immediately begin implementing a plan designed to improve both financial results and the long-term value of our business. As a result of these actions, we recorded restructuring charges for workforce reductions of $2.3 million in 2002 and $8.2 million in 2003. Cash payments related to restructuring liabilities totaled $1.6 million in 2002 and $4.5 million in 2003.

Interest. Net interest expense increased due to higher debt balances and interest rates resulting from our recapitalization, which occurred in July and November 2003.

Costs of refinancing. In conjunction with the refinancing of our credit facility in July 2003, we wrote off $8.7 million of deferred financing fees associated with our previous credit facility and recognized $21.1 million of derivative losses related to interest rate swaps and collars associated with the old debt which were previously deferred as a component of other accumulated comprehensive loss. In 2002, we refinanced our subordinated debt and incurred $7.1 million in refinancing costs.

Other expense, net. Other expenses decreased due to a $5.8 million gain on derivative instruments offset by the impact of the strengthened euro on the euro-denominated debt issued in July 2003.

Taxes. Our reported effective tax rate was 25% in the year ended December 31, 2002. In the year ended December 31, 2003, we recorded a $19.7 million tax provision on income before income taxes of $2.1 million. The unusual relationship of our tax provision to our pre-tax loss in 2003 relates to increased tax loss carryforwards and other deferred tax assets for which we have not recorded a tax benefit. We determined that we have not satisfied the "more likely than not" test with respect to these deferred tax assets and have increased our total valuation allowances by $21.2 million to $24.8 million. We will continue to assess the valuation allowances and, to the extent we determine that such allowances may no longer be required, these deferred tax assets will be recognized in the future.

Segment Results

The following table presents net sales and Operating EBITDA expressed in millions of dollars for each of our reportable segments (totals may not foot due to rounding):

		Net Sales									Operating EBITDA
		Year Ended December 31,				Better/(Worse) than Prior Year					Year Ended December 31,						Better/(Worse) than Prior Year
		2002		2003		$			%		2002			2003			$			%
		(in millions)									(in millions)
North America		$	167.2	$	161.0	$	(6.2	)	(4	)%	$	77.8		$	75.2		$	(2.6	)	(3	)%
	Operating EBITDA Margin											47	%		47	%		—	%
EAME			109.2		123.9		14.7		13	%		36.6			38.7			2.1		6	%
	Operating EBITDA Margin											33	%		31	%		(2	)%
Latin America			54.2		46.7		(7.5	)	(14	)%		20.9			15.7			(5.2	)	(25	)%
	Operating EBITDA Margin											39	%		34	%		(5	)%
Asia/Pacific			19.0		20.7		1.7		9	%		0.6			0.6			—		(9	)%
	Operating EBITDA Margin											3	%		3	%		—	%

Corporate expenses			—		—		—		—			(20.3	)		(20.0	)		0.3		(1	)%

		$	349.6	$	352.3	$	2.7		1	%	$	115.6		$	110.2		$	(5.4	)	5	%

	Operating EBITDA Margin											33	%		31	%		(2	)%

North America

Net sales. The sales decrease in our North American segment was principally attributable to volume decline in a few channels, mainly grocery and club, and additional expenses related to the potential introduction of new products. The decrease in grocery channel volumes was due to lower consumer demand. The reduction in the club channel was due to lower consumption and the temporary removal of a product from a limited number of stores during the second half of 2003.

Operating EBITDA. Operating EBITDA decreased due to a reduction in sales and increased marketing investment, partially offset by improved cost of sales. Operating EBITDA margin was relatively flat as stronger gross margins were partially offset by higher marketing spending. Gross margin increased due to savings in product costs and favorable product mix.

EAME

Net sales. The net sales increase in EAME resulted from the favorable impact of currency translations. Although there was volume growth in Middle East/Africa and Hungary, those sales were more than offset by a decline in a number of other countries, mainly the UK.

Operating EBITDA. Operating EBITDA increased mainly due to the impact of strengthened currency in the region partially offset by an increase in marketing investment in select countries. The decrease in Operating EBITDA margin was primarily due to a decline in gross margin coupled with an increase in marketing and selling expenses as a percentage of net sales. Gross margin declined primarily due to inventory write-offs and increased depreciation.

Latin America

Net sales. The decrease in Latin American sales is mainly due to a strategic decision to halt shipments to certain customers in the Caribbean region. Also negatively impacting sales are lower volumes across portions of the region due to the continued negative economic environment and our

decision to exit the unprofitable Brazilian market. Increased sales in Central America due to a trademark acquisition partially offset these declines.

Operating EBITDA. Operating EBITDA decreased mainly due to the reduction in sales described above and higher manufacturing expenses. The decrease in Operating EBITDA margin was primarily due to a decline in gross margin and an increase in marketing, selling and administrative expenses as a percentage of net sales. Gross margin declined primarily due to higher manufacturing expenses during 2003 when compared to unusually low manufacturing expenses in 2002 relating to the devaluation of the Argentine peso. Sales declines outpaced marketing, selling and administration expense reductions, resulting in an increase in these expenses as a percent of sales.

Asia/Pacific

Net sales. Net sales in the Asia/Pacific region increased primarily due to volume growth in Australia/New Zealand, our biggest market in the region, and the favorable impact of currency translations. This increase was somewhat offset by lower volumes in Asia attributable to SARS, uncertainty generated by the hostilities in Iraq and a return allowance for sales of certain SKUs involved in a limited recall subsequent to December 31, 2003 in Australia/New Zealand, which negatively impacted the fourth quarter of 2003.

Operating EBITDA. Operating EBITDA was relatively flat as increased margins were offset by inventory write-offs due to the limited recall in Australia/New Zealand described above, lower fixed cost absorption and unfavorable currency impacts.

Corporate

Corporate expenses. Corporate expenses were relatively flat, decreasing from $20.3 million in 2002 to $20.0 million in 2003, primarily due to restructuring savings offsetting higher performance-based incentive expense related to achievement of 2003 targets.

Results of Operations

The following table sets forth certain of our financial data, for the years ended December 31, 2001 and 2002.

									Year Ended December 31,
			Year Ended December 31,						Year Ended December 31,
			Year Ended December 31,										Better/(Worse) than Prior Year
			2001			2002			2001		2002		Better/(Worse) than Prior Year
			(in millions)						as % of Sales				Dollars			%
Net sales			$	343.1		$	349.6		100	%	100	%	$	6.5		2	%
Cost of sales				134.6			134.5		39	%	38	%		0.1		—	%

Gross profit				208.5			215.1		61	%	62	%		6.5		3	%

Operating expenses:
Marketing and selling expenses				69.3			77.1		20	%	22	%		(7.7	)	(11	)%
	Administration expenses			31.1			32.0		9	%	9	%		(1.0	)	(3	)%
	Amortization of intangibles			36.2			28.7		11	%	8	%		7.5		21	%
	Start-up expenses			13.7			0.7		4	%	—	%		13.0		95	%
	Restructuring expenses			0.7			2.3		—	%	1	%		(1.6	)	(222	)%

		Total operating expenses		151.1			140.8		44	%	40	%		10.3		7	%

Income from operations				57.4			74.2		17	%	21	%		16.8		29	%

Other expense (income):
	Interest income			(1.5	)		(1.1	)	—	%	—	%		(0.3	)	(23	)%
	Interest expense			43.7			34.8		13	%	10	%		8.9		20	%
	Costs of refinancing			—			7.1		—	%	2	%		(7.1	)	N/A
	Other expense, net			1.5			0.6		—	%	—	%		0.9		58	%

		Total other expenses		43.7			41.4		13	%	12	%		2.3		5	%

Income before income taxes				13.7			32.8		4	%	9	%		19.1		140	%
Provision for income taxes				7.4			8.1		2	%	2	%		(0.7	)	(10	)%

Net income			$	6.3		$	24.7		2	%	7	%	$	18.4		292	%

Year Ended December 31, 2002 Compared to Year Ended December 31, 2001

Consolidated Results

Net sales. The increase in net sales was primarily attributable to volume growth across North America, EAME and Asia/Pacific, partially offset by a volume decline in Latin America due to the impact of a severe economic crisis in Argentina, a key Latin American market.

Cost of sales. Consolidated cost of sales remained essentially flat, despite an increase in sales, primarily due to the favorable impact of currency translation, lower performance-based incentive expense related to 2002 growth targets and lower product costs. This resulted in an increase in gross margin from 61% to 62%.

Operating expenses. Marketing expenses increased primarily due to higher marketing investment across all our segments. Administration expenses increased primarily due to increased staff costs, largely offset by lower performance-based incentive expense related to 2002 performance. Amortization expense decreased as we discontinued amortization of goodwill as required under SFAS 142. Start-up expenses decreased substantially in 2002 when compared to 2001, as our transition to a stand-alone company was substantially completed in 2001. In July 2001 and June 2002, we announced that as a result of our evaluation of strategic options, we would immediately begin implementing a plan designed

to improve both financial results and the long-term value of our business. As a result of these actions, restructuring and restructuring-related charges for workforce reductions of $2.3 million and $0.7 million were recorded for the years ended December 31, 2002 and December 31, 2001, respectively.

Interest. The decrease in net interest expense was primarily due to a lower debt balance, as total debt decreased approximately $55.2 million in 2002 from 2001. Increased cash flows were applied to outstanding debt. The decrease in interest rates had an immaterial impact on total interest expense due to interest rate hedges in place throughout 2001 and 2002.

Costs of refinancing. In conjunction with the refinancing of our subordinated debt in early 2002, we incurred $7.1 million in refinancing costs.

Other expense, net. The reduction in other expense is primarily due to unfavorable currency impacts related to the EAME region that did not repeat in 2002.

Taxes. Our reported effective tax rate for 2002 decreased from 54% in 2001 to 25% in 2002, due primarily to favorable changes in global product sourcing. Additionally, we determined that we have not satisfied the "more likely than not" test with respect to certain deferred tax assets of some of our U.S. and foreign operations, resulting in a net increase in our valuation allowances of $2.5 million, for a total of $3.6 million. We will continue to assess the valuation allowances, and, to the extent we determine that changes in the allowances are required, they will be recognized in the future.

Segment Results

The following table presents net sales and Operating EBITDA expressed in millions of dollars for each of our reportable segments:

		Net Sales									Operating EBITDA
		Year Ended December 31,				Better/(Worse) than Prior Year					Year Ended December 31,						Better/(Worse) than Prior Year
		2001		2002		$			%		2001			2002			$			%
		(in millions)									(in millions)
North America		$	159.8	$	167.2	$	7.4		5	%	$	79.7		$	77.8		$	(1.9	)	(2	)%
	Operating EBITDA Margin											50	%		47	%		(3	)%
EAME			104.8		109.2		4.4		4	%		38.3			36.6			(1.7	)	(5	)%
	Operating EBITDA Margin											37	%		34	%		(3	)%
Latin America			62.8		54.2		(8.6	)	(14	)%		20.9			20.9			—		—
	Operating EBITDA Margin											33	%		39	%		5	%
Asia/Pacific			15.7		19.0		3.3		21	%		1.4			0.6			(0.8	)	(53	)%
	Operating EBITDA Margin											9	%		3	%		(6	)%

Corporate expenses			—		—		—		—			(25.3	)		(20.3	)		5.0		20	%

		$	343.1	$	349.6	$	6.5		2	%	$	115.0		$	115.6		$	0.6		—

	Operating EBITDA Margin											34	%		33	%		(0.1	)%

North America

Net sales. The increase in net sales was principally attributable to volume growth across the food service, club/warehouse and mass merchandiser distribution channels and a net price increase due to lower coupon expense, partially offset by volume declines in the grocery distribution channel.

Operating EBITDA. The decrease in Operating EBITDA margin was primarily attributable to increased operating expenses, partially offset by stronger gross margin. Gross margin increased due to savings in product costs and favorable absorption of fixed costs from higher volumes, partially offset by

unfavorable channel mix. Operating expenses increased primarily due to certain marketing expense reimbursements in 2001.

EAME

Net sales. The sales increase resulted from growth in several European markets and Africa and the favorable impact of currency translations, partially offset by a decline in Middle East sales due to the timing of shipments related to our transition to a stand-alone company.

Operating EBITDA. The decrease in Operating EBITDA margin was primarily due to a decline in gross margin, as well as an increase in operating expenses as a percentage of net sales, partially offset by favorable foreign currency translation. Gross margin declined primarily due to a shift in country mix as well as increased staff costs related to supply chain management. Operating expenses increased in 2002 as a result of infrastructure costs relating to the completion of our transition to a stand-alone company, increased marketing expenses and restructuring charges, partially offset by lower performance-based incentive expenses related to 2002 performance against growth targets. Favorable impact of foreign currency translation increased Operating EBITDA by $1.2 million.

Latin America

Net sales. Net sales decreased primarily due to a decrease in sales volume in Argentina as a result of the economic crisis in that country. The remainder of the decline in Latin America sales was due primarily to the significant devaluation of the Argentine peso in early 2002.

Operating EBITDA. Despite the decrease in net sales, Operating EBITDA remained flat in 2001 and 2002, resulting in an increase in Operating EBITDA margin. This increase was primarily the result of favorable currency translation on expenses and lower performance-based incentive expenses related to 2002 performance, partially offset by increased marketing expenses.

Asia/Pacific

Net sales. Net sales in the Asia/Pacific region grew primarily due to an increase in India and Australia/New Zealand, our biggest market in the region, and increased contract manufacturing sales at our Fairfield facility in Australia.

Operating EBITDA. The decrease in Operating EBITDA and Operating EBITDA margin is a result of a relatively high fixed cost component in Asia, where we have invested in anticipation of expansion and growth.

Corporate

Corporate expenses. Corporate expenses decreased from $25.3 million in 2001 to $20.3 million in 2002, primarily due to lower performance-based incentive expenses related to 2002 performance against growth targets.

Quarterly Financial Data

	1st			2nd		3rd			4th
	(in millions) (unaudited)
2003
Net sales	$	75.5		$	97.8	$	81.0		$	98.0
Gross profit		44.9			61.1		49.8			58.5
Operating income		9.6			16.3		19.8			21.4
Net income (loss)		0.9			5.9		(26.5	)(1)		2.1
2002
Net sales	$	82.3		$	81.8	$	84.4		$	101.1
Gross profit		50.7			51.1		51.6			61.7
Operating income		15.6			14.6		20.6			23.4
Net income (loss)		(0.7	)		5.4		7.8			12.2

(1): In conjunction with the July 2003 refinancing, we wrote off $8.7 million of deferred financing fees and recognized $21.1 million of derivative losses related to interest rate swaps and collars associated with the old debt which were previously deferred as a component of other comprehensive loss.

Liquidity and Capital Resources

Our liquidity needs are primarily met through internally-generated cash flow. From time to time, Merisant also borrows money under its revolving line of credit under its senior credit facility. Our primary uses of cash are cost of sales, operating expenses, debt service, capital expenditures and dividends. Following the consummation of the Transactions, we expect to be able to continue to meet our liquidity needs in the same manner as we have historically. We do not believe that if, in the foreseeable future, we are required to treat all or a portion of the interest on the senior subordinated notes as a dividend, it would have a significant impact on our ability to continue to meet our liquidity needs.

Year Ended December 31, 2003

Net cash provided by operating activities totaled approximately $68.4 million for the year ended December 31, 2003, compared to $55.9 million for the year ended December 31, 2002. Working capital contributed $9.8 million to cash flow from operating activities in the year ended December 31, 2003, primarily due to increases in current liabilities and other receivables, partially offset by increased trade receivables and inventories. Net cash provided by operating activities in 2003 was higher than 2002 due to the timing of interest payments and the costs of refinancing.

Net cash used in investing activities totaled $8.3 million for the year ended December 31, 2003, compared to $7.1 million for the year ended December 31, 2002. Capital expenditures in 2003 were lower than in 2002 and were primarily manufacturing-related at our three production facilities at Manteno, Illinois, Zarate, Argentina, and Fairfield, Australia. Net cash used in investing activities also included a payment of $2.4 million in 2003 in connection with the acquisition of a trademark in Latin America.

Net cash used in financing activities totaled $58.4 million in the year ended December 31, 2003, compared to $56.8 million in 2002. Net cash used in financing activities in 2003 consisted of payments of existing term loans and dividends to stockholders offset by new long-term borrowings pursuant to our refinancing in the third quarter.

Year Ended December 31, 2002

Net cash provided by operating activities for the year ended December 31, 2002 totaled approximately $55.9 million, compared to $42.5 million for the same period in 2001. Operating cash flows in 2002 were derived from net income, partially offset by working capital changes in operating assets and liabilities of $15.9 million. The working capital variance was primarily due to decreases in payables ($11.1 million) and accruals ($19.0 million), partially offset by a decrease in our value-added tax receivables of $11.6 million. Payables decreased due to the devaluation of the Argentine peso and the related acceleration of Argentina payables denominated in U.S. dollars ($5.2 million) as well as the acceleration of payables to Monsanto in connection with the transfer of our European manufacturing operations to a third party contract manufacturer ($3.0 million). The accruals decreased due to lower performance incentives ($7.3 million), payments made under our aspartame supply agreement ($5.5 million), and higher tax payments ($3.6 million). Additionally, cash flows from operations for the year ended December 31, 2002 reflect the payment of prepayment penalties of $2.6 million and debt discount of $2.8 million in connection with our debt refinancing.

Net cash used in investing activities for the year ended December 31, 2002 totaled $7.1 million compared to $15.4 million for the year ended December 31, 2001. The decrease was primarily attributable to one-time expenditures made in 2001, as discussed below. Capital expenditures in 2002 were primarily manufacturing-related at the company's three manufacturing facilities at Manteno, Illinois, Zarate, Argentina, and Fairfield, Australia.

During the year ended December 31, 2002, we entered into a new term loan for $70.0 million. We used those proceeds, along with cash generated by operating activities, to repay $63.0 million on existing term loans and $65.0 million aggregate principal amount ($62.2 million net of debt discount) of our senior subordinated notes. As a result, for the year ended December 31, 2002, net cash used in financing activities totaled $56.8 million.

Capital Expenditures

Capital expenditures in 2004 are expected to be in the range of $10.0 million to $12.0 million. We believe that internally generated cash flow, together with borrowing available under Merisant's senior credit facility, will be sufficient to fund capital expenditures over the next 12 months.

Financing

On November 12, 2003, we issued $136 million of 12¹/4% Senior Subordinated Discount Notes due 2014. A portion of the proceeds of the discount notes were used to pay a dividend to our stockholders. The discount notes are unsecured obligations and are subordinated in right of payment to all of our existing and future senior indebtedness. The discount notes had an initial accreted value of principal of $.551 per $1 fully accreted principal amount at maturity of the discount notes. The accreted value of principal of each discount note increases from the date of issuance until November 15, 2008 at the rate of 12.25% annually. Cash interest will accrue and will be payable semiannually in arrears on May 15th and November 15th, commencing on May 15, 2009. The discount notes mature on May 15, 2014. In connection with the discount note issuance, we incurred deferred financing fees of $2.6 million. The indenture governing the discount notes contain covenants that limit our ability to pay dividends, incur additional debt, create liens, engage in transactions with affiliates, sell or purchase property and equipment and take certain other actions with respect to the business. In connection with this offering, we are conducting a tender offer and consent solicitation for the discount notes, pursuant to which we intend to repurchase all discount notes that are validly tendered and to amend the indenture to eliminate all of the material restrictive covenants and events of default contained in the indenture governing the discount notes.

On July 11, 2003, Merisant issued $225.0 million principal amount of 9¹/2% Senior Subordinated Notes due 2013 and refinanced its credit facility with the existing senior credit facility. A portion of the proceeds of the existing subordinated notes and the existing senior credit facility were used to pay a dividend to us, which we used to pay a dividend to our stockholders. The existing senior credit facility provides for aggregate commitments of up to $310.0 million, consisting of a revolving loan facility of $35.0 million, of which a portion is available at Merisant's option in euro or dollars or in the form of letters of credit denominated in dollars or euro; as well as term loan facilities of $275.0 million, consisting of a Euro Term Loan A of $50.0 million, and a Term Loan B of $225.0 million, denominated in dollars. The existing senior credit facility is guaranteed by us and each of our domestic subsidiaries. The existing senior credit facility and the guarantees of the guarantors are secured by a first-priority security interest in substantially all of Merisant's assets and the assets of the guarantors.

Borrowings under Merisant's senior credit facility bear interest, at Merisant's option, at either adjusted LIBOR or, in the case of dollar-denominated loans, at the alternate base rate plus, in each case, a spread. For an initial period ending September 30, 2003, such spread was fixed at 2.75%. Outstanding letters of credit under the revolving loan facility will be subject to a per annum fee equal to the applicable spread over adjusted LIBOR for revolving loans. The Euro Term Loan A and the revolving loan facility have a maturity of five and one-half years while the Term Loan B has a maturity of six and one-half years. We intend to use a portion of the proceeds from this offering, the new revolving credit facility and the new senior indebtedness to retire Merisant's existing senior credit facility.

The indenture governing the subordinated notes and the senior credit facility contain covenants that limit Merisant's ability to pay dividends, incur additional debt, create liens, engage in transactions with affiliates, sell or purchase property and equipment and take certain other actions with respect to the business. In addition, the senior credit facility contains covenants that require Merisant to maintain a specified maximum leverage ratio and senior debt ratio and a minimum fixed charge ratio and interest coverage ratio. Merisant was in compliance with its obligations under the senior credit facility at December 31, 2003. In connection with this offering, we are conducting a tender offer and consent solicitation for the existing senior subordinated notes, pursuant to which we intend to repurchase all existing senior subordinated notes that are validly tendered and to amend the indenture to eliminate all of the material restrictive covenants and events of default contained in the indenture governing the existing senior subordinated notes.

In June 2001, Merisant entered into an interest rate swap which fixes the underlying interest rate on $155.0 million of its term loans at 5.47% for a period of six years. This interest rate swap amortizes with the term loan and expires on March 31, 2007.

In June 2000, Merisant entered into no-cost interest rate collars which lock the underlying interest rate on $80.0 million of its term loans between 6.49% and 8.50% for three years. In June 2001, Merisant extended the terms of the no-cost interest rate collars for three additional years. The no-cost interest rate collars lock the underlying interest rate on $40.0 million of the term loan principal balance between 5.92% and 8.50% and $40.0 million of the term loan principal balance between 5.96% and 8.50%. Both no-cost interest rate collars expire on June 30, 2006.

Obligations under Merisant's derivative instruments are secured by substantially all of its and certain of its subsidiaries' assets. In connection with the consummation of the Transactions, we will unwind our current derivative financial instruments. We expect to enter into new derivative financial instruments thereafter.

The effective cash interest rate on all borrowings under the existing senior credit facility, taking into account the interest rate swap and no-cost interest rate collars, was approximately 9.0% as of December 31, 2003.

We anticipate that funds generated by operations, together with availability under Merisant's revolving credit facility, will be sufficient to meet working capital requirements and to finance capital expenditures over the next 12 months. In addition, the terms of Merisant's subordinated notes allow it to incur substantial additional indebtedness if it is able to meet a debt incurrence test, although the senior credit facility will place significant restrictions on the incurrence of any such indebtedness.

Merisant's ability to make scheduled payments of principal of, or to pay the interest on, or to refinance its indebtedness, including its subordinated notes and its senior credit facility, or to fund planned capital expenditures will depend on its ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory, and other factors beyond our control.

Upon consummation of this offering, we will use net proceeds received from this offering and approximately $ million aggregate principal amount of Merisant's new senior indebtedness, to, among other things, repay all outstanding loans under our existing senior credit facility, unwind our current interest rate hedges, consummate tender offers and consent solicitations for the discount notes and the existing senior subordinated notes, repurchase approximately shares of our currently outstanding Class B common stock, and make payments under existing management incentive plans of approximately $ (assuming an initial public offering price of $ per IDS). See "Prospectus Summary—The Transactions" and "Use of Proceeds."

Contractual Obligations and Commercial Commitments

The following table summarizes future payments for our contractual obligations at December 31, 2003.

Contractual Obligations
At December 31, 2003

	Payments due by Period
Contractual Obligations	Less than 1 year		Year 2-3		Year 4-5		After 5 years		Total
	(in millions)
Long-Term Debt	$	6.3	$	21.1	$	28.9	$	546.4	$	602.7
Capital Lease Obligations		0.2		0.3		—		—		0.5
Operating Leases		3.1		5.3		4.3		1.3		14.0
Purchase Obligations		20.8		10.4		0.3		—		31.5
Other Long-Term Liabilities(1)		1.3		3.4		2.0		2.0		8.7

Total Contractual Cash Obligations	$	31.7	$	40.5	$	35.5	$	549.7	$	657.4

For additional information, see Notes 5 and 9 to our consolidated financial statements included elsewhere in this prospectus.

(1): Consists of certain deferred compensation owed to our Chairman and certain other payments owed to our Chairman in connection with the termination of his employment as our Chief Executive Officer. As described under "Management—Employment Contracts, Termination of Employment and Change-in-Control Arrangements," a portion of these payments are offset by a note from our Chairman due to the Company.

Quantitative and Qualitative Disclosures About Market Risk

Foreign Operations

With approximately 55% of our consolidated total net sales generated by our subsidiaries outside of the United States in 2003, our ability to obtain funds necessary to meet our obligations is subject to applicable laws, foreign taxes and intercompany pricing laws, including those relating to the flow of funds between our foreign affiliates pursuant to, for example, purchase agreements, licensing agreements or other arrangements. Currently, we receive a vast majority of funds from our foreign affiliates through our Swiss subsidiary in the form of payments pursuant to a promissory note. Once the note is repaid in full, which may occur as early as December 2004, we will receive funds from this subsidiary, as well as other foreign affiliates, in the form of a dividend or other type of payment. Such payments will be subject to any applicable laws or restrictions. Regulators in the United States and other foreign countries where we operate may closely monitor our corporate structure and how we effect intercompany fund transfers.

Net sales outside of the United States aggregated 56%, 53% and 54% of our total net sales for the fiscal years 2003, 2002 and 2001, respectively. In addition, as of December 31, 2003, foreign affiliates comprised approximately 47% of our consolidated total assets. Accordingly, we have experienced and continue to be exposed to foreign exchange risk. See "—Foreign Currency and Interest Rate Risks."

Foreign Currency and Interest Rate Risks

Inherent in our operations are certain risks related to changes in foreign currency exchange rates and interest rates. We bear foreign exchange risk because a majority of our financing was obtained in U.S. dollars although a significant portion of our revenues are earned in the various currencies of our foreign subsidiaries' operations. Under Merisant's existing senior credit facility, a portion of our financing is obtained in euro. This decreases our transactional exposure to euro exchange fluctuations until the euro principal and interest are repaid. Interest rate exposure results from our floating rate borrowings. A portion of the interest rate risks have been managed by entering into swap and collar agreements.

In the normal course of business, we identify risks relating to foreign currency exchange rates and interest rates and mitigate their financial impact through our corporate policies and hedging activities. Our hedging activities include the use of derivative financial instruments. We use derivatives only where there is an underlying exposure and do not use them for trading or speculative purposes. The counter parties to the hedging activities are highly rated financial institutions. Additional information regarding our use of derivative financial instruments is included in the Notes to our consolidated financial statements included elsewhere in this prospectus.

The table below provides information about our current derivative financial instruments and other financial instruments that are sensitive to changes in interest rates, including interest rate swaps and debt obligations. For debt obligations, the table presents principal cash flows and for interest rate swaps and collars, the table presents notional amounts. Notional amounts are used to calculate the contractual payments to be exchanged under the contract. Fair value of interest rate hedges are based

on third party valuations. In connection with the consummation of the Transactions, we will unwind our current derivative financial instruments. We expect to enter into new derivative instruments thereafter.

	Total Debt		$75M Swap			$155M Swap			$80M Collars			Total Hedged
	(in millions, except percentages)
Swap Rate %				7.19	%		5.6275	%
Collar Cap % ($80M)										8.50	%
Collar Floor % ($40M)										6.09	%
Collar Floor % ($40M)										6.00	%
2002	$	310.4	$	75.0		$	137.9		$	80.0		$	292.9
2003		189.0		—			126.5			80.0			206.5
2004		187.1		—			112.6			80.0			192.6
2005		185.2		—			62.8			80.0			142.8
2006		183.3		—			11.9			—			11.9
2007		181.4		—			—			—			—
Fair Value (pre-tax) at December 31, 2003				—			(8.4	)		(6.8	)		(15.3	)

Based on our current portfolio of interest rate hedges, we do not have material interest rate risk.

Inflation Risk

Inflation is not expected to have a material impact on our business, financial condition or results of operations. In markets outside the United States in countries with higher inflation, we generally have been able to offset the impact of inflation through a combination of cost-cutting measures and price increases.

Recently Issued Accounting Standards

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity". SFAS No. 150 establishes standards for classification and measurement of mandatorily redeemable financial instruments, obligations to repurchase the issuer's equity shares by transferring assets, and certain obligations to issue a variable number of shares. The first phase of SFAS No. 150 is effective immediately for financial instruments entered into or modified after May 31, 2003. The second phase of SFAS No. 150 has been deferred indefinitely. The adoption of the first phase of SFAS No. 150 did not have any impact on our 2003 consolidated financial statements.

In December 2003, the FASB issued Interpretation 46 (46R) to clarify certain provisions of FASB Interpretation No. 46 (FIN 46), "Consolidation of Variable Interest Entities," and to exempt certain entities from its requirements. Special effective dates apply to enterprises that have fully or partially applied Interpretation 46 prior to issuance of 46R. Otherwise, application of 46R or FIN 46 is required in financial statements of public entities that have interests in structures that are special-purpose entities for periods ending after December 15, 2003. The adoption of FIN 46 is not expected to have any impact on our consolidated financial statements.

INDUSTRY OVERVIEW

We estimate that the global retail market for low calorie tabletop sweeteners is approximately $1.3 billion. Low calorie sweeteners are found as ingredients in thousands of food and beverage products, and are also sold as a tabletop sweetener to individual consumers or to restaurants in single-serving packets for patrons to add to food and beverages.

From 1990 to 2000, the demand for low calorie tabletop sweetener products grew two to three times faster than the demand for caloric sweeteners by volume in the tabletop sweetener category. According to LMC, global demand for low calorie tabletop sweeteners grew at a CAGR of 3% between 1990 and 2000 to 952,000 tons of sugar equivalent, but it only represented 2% of total tabletop sweetener demand. As a result, we believe there is substantial room for further growth in the low calorie tabletop sweetener industry. According to company estimates based primarily on ACNielsen data, the global retail volume of low calorie tabletop sweeteners increased at a CAGR of approximately 8% during the years 2000 - 2003. During the same period, global low calorie tabletop sweetener retail sales increased at a CAGR of 9%.

Global Growth of Low Calorie Tabletop Sweetener Category

The following graphs provide information on the estimated size and growth of the low calorie tabletop sweetener category worldwide.

(1): Sales for 2001 are restated at 2002 exchange rates.

Source: Management estimates, ACNielsen and IRI.

We believe the strong growth characteristics of worldwide low calorie tabletop sweetener usage are a result of three main factors: an increased health consciousness among consumers, favorable demographics for the industry and an increase in the incidence of diabetes and glucose intolerance.

•: Increased Health Consciousness. We believe there is a general trend towards healthier eating habits among the population in developed nations, especially low calorie alternatives to sugar or caloric sweeteners. As fitness and exercise become a regular regimen for more people, there is a heightened consumer awareness of nutrition and healthful foods. Health professionals increasingly are emphasizing the benefits of lower calorie diets. We believe as more people look for healthy alternatives to sugar, they will gravitate to low calorie products, such as our branded sweeteners.

•: Favorable Industry Demographics. In general, as people age, they become concerned with weight gain and become more glucose-intolerant, resulting in the need for some form of sugar substitute. There has been a significant increase in the U.S. population of individuals older than 50; we believe this age group accounts for a significant portion of the purchases of low calorie tabletop sweeteners. According to the U.S. Census Bureau, this segment of the population is expected to increase by 25% from 2001 through 2010. Furthermore, according to the American Diabetes Association, in the United States, approximately 18% of the 60 and over age group have diabetes, compared to 9% of the 20 and over age group. The growing population of Americans over age 65, the primary users of our product, highlights the growth potential of the industry. We believe these trends are observed in other parts of the world as well, particularly in Western Europe.
•: Increased Incidence of Diabetes. There has been a steady increase of diabetics and persons with glucose intolerance throughout the world, with significant growth projected in developing nations. According to the American Diabetes Association, the diabetic population in the United States is approximately 18 million and is expected to grow annually by 1.3 million people. As the number of diabetics and persons with glucose intolerance increases, we believe the demand for our products will also increase.

Low Calorie Sweetening Ingredients

The U.S. Food and Drug Administration has approved five low calorie sweetening ingredients (saccharin, aspartame, neotame, acesulfame potassium (commonly referred to as Ace-K) and sucralose) and is currently reviewing two additional sweeteners for consumer use (cyclamate and alitame). The most recent entry is neotame, which was discovered in the early 1990s and recently approved by the FDA but which has not been used as the base of a widely available commercial low calorie tabletop sweetener. To our knowledge, there are no other active commercial programs to introduce a new sweetener in the marketplace. We estimate that aspartame and saccharin together comprise a vast majority of the sweetening ingredient usage in the global low calorie tabletop sweetener category, while Ace-K and sucralose account for the remainder. Historically, tabletop sweetener products containing aspartame have generally been priced at a premium to similar products containing saccharin. Over time, the different taste profiles of aspartame and saccharin have resulted in high consumer brand loyalty. The following table provides a brief comparison of different low calorie tabletop sweeteners currently prevalent in their use:

	Ingredient
	Saccharin	Aspartame	Sucralose
Discovery	1879	1965	1976
Launch	1879	1979	1991
Sweetness vs. sugar	300X	200X	600X
Formats	Packets, tablets, & granulated	Packets, tablets, & granulated	Packets & granulated
Breakdown	Not metabolized	Metabolized like food	Not metabolized
Calories/TSP	2	2	2
FDA	Safe to use	Safe to use	Safe to use
Used in cooking	Yes	Yes	Yes
Primary Tabletop Brands	Sweet 'N Low®; SweetMate®	Equal®; NutraSweet®; NatraTaste®; Canderel®	Splenda®
Taste	Bitter aftertaste for some consumers	Clean taste	Clean taste

Source: Management estimates, Calorie Control Council and International Sweeteners Association.

Competition

We believe there are significant barriers to entry into the low calorie tabletop sweetener market, including the lengthy regulatory approval process for the basic sweetening ingredient and significant investment in research and development. Furthermore, the low calorie tabletop sweetener market is already well-served at a variety of price points by a number of well-established competitors. Any potential new entrants using existing sweetening ingredients would have to overcome a highly loyal consumer base, established relationships with worldwide trade and distribution networks, the expense of brand building and lack of product differentiation.

We are the leader in the global low calorie tabletop sweetener category with an estimated worldwide retail market share of approximately 30% in 2003. According to management estimates based primarily on ACNielsen and IRI data, our primary competitors are Cumberland Packing Co., Johnson & Johnson, Ajinomoto, Sara Lee Corporation and Hermes Sweeteners Ltd. On a global basis, we believe that market shares among major competitors have remained relatively constant over the recent past. The remainder of the business remains fragmented through numerous local brands.

2003 Retail Market Share—Global Low Calorie Tabletop Sweetener Market

The following chart illustrates the estimated market position of competitors in the global low calorie tabletop sweetener market.

Estimated Total Market Size: $1.3 Billion

Source: Management estimates, ACNielsen and IRI.

Regional Overview

In our view, the worldwide low calorie tabletop sweetener market can be divided into four main regions. The following table provides information about the markets in which we compete.

Low Calorie Tabletop Sweetener Market—Regional Breakdown

Region	Current market size		Merisant market share		Merisant brands	Major competitors
	($ in millions)
North America	$	596.8	29	%	Equal®, NutraSweet®	Sweet 'N Low®, Splenda®, NatraTaste®
EAME		385.9	37	%	Canderel®, Mivida™, Misura®, Punto™, NutraSweet®, Sweetex™	Natreen®, Hermesetas®, Private Label
Latin America		206.1	28	%	Canderel®, NutraSweet®, Sucaryl™, Equal®, Chuker™, Semblé™, Rider Sweet™, SAME®, SweetMate®, Sabro™, NoSucar™, EqualSweet™	Sweet 'N Low®, Lilly™, Azucar BC™, Sucrel™, Splenda®, Fin™, Vepe™, Zero Cal™, Hileret™, Si Diet™, Naturalist™, Park Davis™, Boom Diet™, Menocal™, Aldy™, Sukia™, Cristaalosa™
Asia/Pacific		149.0	20	%	Equal®, NutraSweet®	Sugarine™, Hermesetas®, Splenda®
Total sales	$	1,337.9	30	%

Source: Management estimates, ACNielsen and IRI.

North America

We estimate the North American low calorie tabletop sweetener retail market to be $596.8 million, the largest in the world. In 2003, we estimate that the category grew by 27%, and is continuing to experience growth. The U.S. market is dominated by three brands: Equal®, Sweet 'N Low® and Splenda®. Other brands include NatraTaste® (a low-price brand aspartame product introduced in 1994) and private labels. We estimate that, in the United States, aspartame accounts for more than one-fourth of low calorie tabletop sweetener retail sales, while saccharin, sucralose and Ace-K account for a vast majority of the rest. Among the aspartame-based brands, Equal® is the premium-priced brand, while NutraSweet®, NatraTaste® and other private label brands are low-priced brands. Splenda® is priced similar to Equal®, while Sweet 'N Low® and other saccharin-based brands are priced at significantly lower prices.

EAME

We estimate EAME to be the second largest market worldwide for low calorie tabletop sweeteners and Western Europe currently accounts for the majority of the low calorie tabletop sweetener sales in this region with total retail sales of $385.9 million in 2003. France (25%), the United Kingdom (21%), Germany (12%) and Italy (11%) are the largest markets in the region, which is more fragmented than the North American region. A majority of low calorie tabletop sweeteners sold in France are aspartame-based; saccharin is more prevalent in Germany and Spain, and consumption in Italy and the United Kingdom is more balanced between the two products. Our brand Canderel® has leading market shares in France (61%) and the United Kingdom (33%), and our brands in Italy also have high market

shares (31%). Natreen®, a saccharin-based product, has the leading market share in Germany, the Netherlands and Spain.

Latin America

Accounting for an estimated 15% of the worldwide low calorie tabletop sweetener market with retail sales of $206.1 million in 2003, the Latin American region has experienced growth in key markets over the last four years, with Brazil experiencing the strongest growth. The Latin American low calorie tabletop sweetener market includes a variety of sweetening ingredients, including saccharin, aspartame, sucralose and stevia, as well as several forms, primarily sachets, liquids and tablets. Consistent with other regions, aspartame holds a premium price over saccharin and other sweeteners.

There are many competitors in the region and no single brand has a clear market share lead. Many of our competitors' businesses are country-specific. We are one of the few companies that operates in more than one country in the region and we have the leading market position across the entire region.

Asia Pacific

Aspartame is more prevalent than any other low calorie tabletop sweetener in this region. Of the region's estimated overall retail sales of $149.0 million in 2003, approximately $82.0 million was attributable to Japan, where we do not have a presence. Australia and New Zealand represent the next largest markets, together accounting for an estimated $37.0 million of the region's overall retail sales in 2003. Our sales in the Asia/Pacific region are primarily in Australia and New Zealand, which contributed 62% of our retail sales in the region in 2003.

The remainder of the Asia/Pacific low calorie tabletop sweetener market remains relatively underdeveloped; however, growth opportunities exist as the market in the region develops. Increases in diabetes, health awareness and affluence, significant growth opportunities exist in this region through increased usage and penetration in Australia and New Zealand, category expansion in South East Asia and geographic expansion into Japan.

In the Australia and New Zealand markets, Equal® is the leading brand with estimated market share of 47% and 56%, respectively. In Australia, Equal® competes with the Hermesetas®, Sugarine™ and Splenda® brands. We believe we have the leading market share throughout most of Asia excluding Japan, including Philippines, Singapore, Malaysia, Hong Kong and Thailand.

BUSINESS

Overview

suppliers in local markets and to develop local distribution channels. We will continue to look for opportunities to leverage our global presence and enhance global efficiencies in our business.

Our Competitive Strengths

We believe that our competitive strengths include:

•: Leading global market position. We are the leading global marketer of low calorie tabletop sweeteners, with an estimated 30% dollar share of the global retail market in 2003. We estimate that, as of December 31, 2003, we had a 29% dollar share in North America, a 37% dollar share in EAME, and a 28% dollar share in Latin America. Within the Asia/Pacific region, we believe we have captured a 49% dollar share of the Australia/New Zealand market and believe that we have established leading positions in several other markets within that region. Given our significant market share in most of our markets, we are well positioned to take advantage of overall industry growth in each of those markets.
•: Strong brand equity and brand portfolio. Over the past 25 years, our brands have benefited from significant investments in consistent quality production and brand awareness. As a result, Equal® enjoys consumer loyalty of 65% in the United States as of December 2003. This brand equity has allowed us to expand by developing new products and new uses for our existing products, such as Equal Spoonful®, a product that measures like sugar to make it easier to use in recipes designed for Equal®; Equal® Perfect Pleasures™ candies, which we have successfully launched in the United States, Puerto Rico, Canada, Australia and South Africa; and Canderel® branded chocolates, which we have successfully launched throughout Europe and the Middle East. Our worldwide brand recognition and leadership position in the industry facilitate geographic expansion.
•: Unmatched global scale. We are the only global competitor in the marketplace that is focused primarily on the low calorie tabletop sweetener business. We estimate that our global retail sales are 50% larger than those of our next largest competitor. We have the focus, resources and consumer insights to quickly and effectively develop new products, market our brands and serve our global customers. Our global scope allows us to selectively invest in markets with the highest potential for growth and the highest returns. We continue to seek efficiencies and optimize our resource allocation to take advantage of our global scale. Our leading competitive position in the low calorie tabletop sweetener market, which results from our brand equity, global scope and customer relationships, would be difficult and costly for our competitors to replicate.
•: Strong and stable cash flow characteristics. Supported by a unique combination of strong brand equity, high consumer loyalty, attractive margins and low capital expenditures, we have consistently produced strong cash flows, regardless of economic conditions, which have allowed us to pay down substantial debt. Our net sales have grown from an estimated $341.2 million in 2000 to $352.3 million in 2003. Prior to Merisant's refinancing in July 2003, we had repaid approximately $149.4 million, or 34%, of the debt we incurred in connection with our formation as a stand-alone company in March 2000. As of December 31, 2003, we have repaid approximately $39.0 million, or 8%, of the debt incurred by Merisant in connection with its refinancing.
•: Experienced and incentivized management team. Our senior management team has extensive experience in global brand management and the consumer products industry in markets around the world. Our chief executive officer, Etienne Veber, has a proven track record in the industry. Our employees have a financial incentive in the success of the business. All employees participate in one of two long-term incentive plans, and certain of our executive officers participate in our stock appreciation rights plan as well as Merisant's supplemental long-term incentive plan.

Our Business Strategy

•: Expand our sales by promoting new usage among our existing consumers. Our core consumer group, consisting primarily of health-conscious consumers and diabetics, has been responsible for our historical growth and momentum. We intend to build on this group's loyalty and grow further by encouraging new and more frequent uses of our brands. We intend to increase usage through various value-focused promotional and in-store activities with retail partners and distributors and promote new uses by introducing innovative products, packaging and recipes designed especially for Equal® and Canderel®. Our active communication with our core consumers such as diabetics through our extensive consumer database and newsletters has been one of the key factors behind our consumer loyalty. Our market research indicates that in the United States, approximately 42% of the users of Equal® are diabetics; similarly, approximately 52% of the volume of Equal® sold is consumed by diabetics. We estimate that diabetic consumers also represent a signficant portion of our volume in most of our other markets.
•: Expand the Equal® and Canderel® brand positioning to attract new users into our franchise. We seek to attract consumers who currently do not use low calorie tabletop sweeteners by convincing them that our brands can be used in their everyday lives as part of a healthier lifestyle. Market research indicates that Equal® is used by approximately 6% of all households in the United States and that approximately 14 million U.S. households, or 14%, are open to moving away from sugar. Our initiative to attract new users focuses on the great taste, health benefits, usefulness and quality of our product through an integrated marketing campaign, including print, television, other media and sampling. While the household penetration of our brands varies from country to country, we see opportunities to attract new users in all of our major markets.
•: Gain market share among current users of low calorie tabletop sweeteners. In North America, our market research indicates that there are approximately 7 million households in the United States that currently use low-calorie sweeteners who would consider conversion to our Equal® brand. We plan to pursue competitive brand users through focused promotion aimed at encouraging Equal® brand trial and conversion. Outside North America, we will pursue share gain primarily through geographic expansion. For example, we have recently launched our Equal® brand in Taiwan, Korea and Israel.
•: Continue to improve efficiencies and margins throughout our operations. We have successfully achieved significant improvements in our working capital management and lowered our costs of operations. As a result, we have improved our gross margins and increased our cash flow. Beginning in 2001, we began consolidating vendors, increasing plant productivity and optimizing global sourcing of materials and business models. In addition, we recently renegotiated our agreement for the 2004 and a significant portion of the 2005 supply of our primary raw material, aspartame. Our operating model has enabled us to increase cash flow and accelerate the repayment of debt. We will continue to examine cost reduction and working capital management strategies in an effort to enhance efficiencies and maximize cash flow. In addition, our headcount reduction actions begun in June 2002, resulted in savings of approximately $8.0 million, excluding severance costs, for the year ended December 31, 2003.
•: Execute aggressive marketing plans in our key markets to enhance our brands. By continuing to execute our current marketing efforts, we believe we can solidify and enhance our position as a leader in our four key markets: North America, France, United Kingdom and Mexico, which represent a large majority of our total net sales for 2003. We intend to increase our consumer

marketing spending which will enable us to significantly increase our share of voice with consumers. Specifically, we are looking to invigorate our market positions in North America and the United Kingdom and build on our leadership positions in France and Mexico.

•: Pursue brand repositioning campaign to capture category growth. We intend to reposition our brand in our key markets in 2004 to appeal to a broader consumer base, in order to take advantage of the favorable consumer trends that are occurring. We will continue with our increased marketing spending discussed earlier for this campaign which we believe will accelerate the growth of our Equal® and Canderel® franchises over the long-term. For instance, our new marketing effort is highlighted by our "Plan E" campaign in North America that we expect will reposition Equal® as a lifestyle brand to be utilized in our customers' everyday lives. In Europe, our marketing plans are centered around a new formulation of Canderel® and revamped brand identity.
•: Innovate new products and brand extensions to increase future product pipeline. We will continue to focus resources on the research and development and launch of new products and brand extensions in an effort to grow the category in our key markets. In 2003, we introduced the Canderel® branded chocolates in Europe and Equal Spoonful® and Equal® Perfect Pleasures™ candies in North America, all of which were well received by the marketplace. By continuing to expand our Canderel® chocolate line in other markets such as Mexico and South Africa, and introducing further new products in Europe, in addition to brand extensions, we believe we will continue to expand the category and strengthen our market share.

Our Brands

Our two largest brands, Equal® and Canderel®, are among the most recognized low calorie tabletop sweetener products in the world, with brand awareness estimated at or above 90% in their respective key market areas. Our consumer research also indicates that our brands such as Equal® enjoy significant loyalty. Equal® is our premium-priced brand in North America and Asia/Pacific and Canderel® is our premium-priced brand in EAME and Mexico. Our remaining brands are primarily targeted to specific countries or markets. Our global brand positioning is described in the table below:

Brand	Key Markets	Price Point
Equal®	United States, Puerto Rico, Australia/New Zealand, Canada	Premium
Canderel®	France, United Kingdom, Belgium, Netherlands, South Africa, Mexico	Premium
NutraSweet®	Argentina United States, Mexico	Premium Mid-Priced
Misura®/Mivida™	Italy	Premium
Sucaryl™	Argentina	Value
Chuker™	Argentina	Value

Our trademark portfolio is of material importance to our business, and we have invested substantially in the promotion and development of our trademarked brands. Other than NutraSweet®, our company owns the trademarks that we use in the United States, including Equal®. We license the use of our Equal® trademark to certain third parties for marketing certain of their products. Merisant Company 2 Sarl, one of our Swiss subsidiaries, holds our foreign trademark registrations, including Canderel®, Misura®, Mivida™, Sucaryl™ and Chuker™. NutraSweet has granted to us and our affiliates

worldwide licenses to use the NutraSweet® trademark in connection with the sale of tabletop sweetener products that contain aspartame sourced pursuant to our supply agreement with NutraSweet. The licenses are in effect during the term of our supply agreement with NutraSweet and thereafter, subject to certain minimum purchase obligations. NutraSweet has the option to terminate the licenses upon six months' notice if we do not purchase at least 200 metric tons of aspartame from it in the calendar year then expired.

Distribution Channels

We supply our products to our consumers through multiple distribution channels that include grocery and pharmacy retailers, as well as mass merchandisers, club/warehouse retailers and food service. Our distribution channels are well established and give us the flexibility to service our consumers and optimize our profitability. We use distributors and brokers to distribute our products throughout the world and sell our products directly to selected customers in our largest markets. Our largest distributor is Heinz, which accounted for $83.8 million of net sales in 2003 pursuant to exclusive distribution agreements for the U.S. retail and food service channels. Other than Heinz, no customer, including those serviced by Heinz, accounted for greater than 10% of our total net sales in 2003. We enjoy strong relationships with our customers, who include well-known mass merchandisers such as Wal-Mart, Sam's and Costco; restaurant chains such as McDonald's and Starbucks; and grocery chains such as Kroger and Carrefour. Our customers are frequently our partners in trade marketing programs.

Regional Overview

Our global infrastructure allows us to manage a number of brands in over 85 countries, organized into the following four major regions: (i) North America; (ii) EAME; (iii) Latin America and (iv) Asia/Pacific. The following graph provides the regional breakdown of our net sales and Operating EBITDA for the year ended December 31, 2003:

Year Ended December 31, 2003 Net Sales $352.3 million		Year Ended December 31, 2003 Operating EBITDA $130.2 million(1)

(1): Before corporate expenses of $20.0 million.

North America

Our North American region, comprised of the U.S. and Canadian markets, is our largest sales region and accounted for 46% ($161.0 million) of our total net sales and 57% ($75.2 million) of Operating EBITDA in 2003. The majority of our North American net sales are derived from Equal®. We also offer medium- and low-priced brands, NutraSweet® (aspartame) and SweetMate® (saccharin), as part of our portfolio strategy designed to offer U.S. consumers various price options and to better address lower-priced competition, therefore supporting Equal®'s premier pricing position. Since 1997, when we introduced the lower-priced brands, we have increased our market share, primarily from private label competitors with minimal cannibalization of Equal®'s market share. In North America, our products are sold primarily in powder forms, in packets and in jars.

Brands. We primarily market two brands in North America: Equal® and NutraSweet®. Equal® represented approximately 92% of our regional sales. In addition, Equal® enjoys consumer loyalty of 65% in the United States as of December 31, 2003. NutraSweet® represented less than 5% of regional sales before consumer incentive expenses in 2003, and SweetMate® and other products represented the remainder. Equal® was launched in the United States in 1982, providing a significant taste benefit because it tastes like sugar and has no unpleasant aftertaste, unlike then-current products in a saccharin-driven category. It has been a leading low calorie tabletop sweetener in the region for several years despite its premium price. Notwithstanding the patent expiration of aspartame in 1992, Equal® has been able to maintain a premium pricing strategy due to its strong brand equity, strong product performance and marketing initiatives. We have continued to drive category innovation through the introduction of multiple product forms and packaging.

Marketing. With a 98% brand awareness level according to Synovate, Equal® has established strong brand equity. Part of Equal®'s continued brand strength is a reflection of a shift in marketing strategy toward building equity with core consumer groups. During 2001 and before, our products were marketed by focusing on one-on-one communication and relationship marketing as the primary means of increasing core consumer penetration and loyalty. In 2002, we initiated an integrated marketing campaign aimed at maintaining loyalty and increasing usage among current Equal® users, bringing new users into our franchise and increasing penetration in the food service channel. We are also building on established relationships with the American Diabetes Association and other organizations by visiting clinics for diabetics to help educate consumers about diabetes and the role diet plays in controlling the disease. Through these efforts, we have built a substantial consumer database of approximately 1.9 million names. The essence of our current Equal® marketing strategy is to shift the brand perception from its "diet" image into a mainstream everyday product.

We intend to accomplish this strategy by convincing consumers that our brands can be used in their everyday lives as part of a healthier lifestyle. In March 2003, we launched a 4 oz. Equal Spoonful® product, which is directly targeted at baking and recipe users, in order to reinforce the versatility of Equal®.

Distribution. We have developed a multi-channel distribution and selling strategy in North America that enables us to focus on our key retail customers while maintaining broad customer support of our brands throughout all outlets. These channels include:

•: U.S. food (grocery and pharmacy) retail, which represented 29% of regional sales before consumer incentive expenses in 2003;
•: U.S. food service distributors wholesale, which represented 27% of regional sales before consumer incentive expenses in 2003;
•: U.S. club/warehouse retail, which represented 21% of regional sales before consumer incentive expenses in 2003;

•: U.S. mass merchandisers retail, which represented 10% of regional sales before consumer incentive expenses in 2003;
•: U.S. other direct, which represented 10% of regional sales before consumer incentive expenses in 2003; and
•: Canada & other, which represented 3% of regional sales before consumer incentive expenses in 2003.

This U.S. distribution strategy involves four selling methods:

•: Direct sales to large mass merchandisers, club/warehouse retailers and food service companies. Key customers include Kmart, Wal-Mart, Sam's Club, BJ's, Costco and McDonald's. These customers represented approximately 36% of our regional sales before consumer incentive expenses in 2003.
•: Sales through our sole U.S. distributor, Heinz, to retail grocery stores, food wholesalers and food service distributors and operators. Key customers served by Heinz include Safeway, Kroger, Publix, Super Valu, Alliant Food Service, Starbucks and Sysco. Heinz handles the order processing, warehousing, trade marketing and distribution of the product. Heinz takes title to the product and an item is booked as a sale when received by Heinz. Heinz distributed approximately 51% of our regional sales before consumer incentive expenses in 2003.
•: Sales through non-food brokers to provide national coverage of pharmacies, smaller mass merchandisers and deep discount stores such as Dollar General, representing approximately 8% of our regional sales before consumer incentive expenses in 2003.
•: A broker network to provide product to office coffee service operators and distributors, representing approximately 5% of our regional sales before consumer incentive expenses in 2003.

EAME

Consisting of the relatively mature markets in Western Europe and the growing markets in Eastern Europe, South Africa, and the Middle East, the EAME region accounted for 35% ($123.9 million) of our total net sales and 30% ($38.7 million) of Operating EBITDA in 2003. In this region, our products are primarily sold in tablet and powder form. Of our $128.1 million of regional sales in 2003, excluding foreign currency hedging costs, France represented 37%, the United Kingdom and Ireland represented 16%, Italy and Belgium each represented 7%, South Africa and the Middle East each represented 6% and all other markets within the region represented 21%.

Brands. Canderel® became the world's first aspartame-based product when it was introduced to the French market in 1979 and is now the only significant pan-European brand on the market. Canderel® accounted for the majority of EAME's 2003 net sales. Canderel® is marketed in a variety of different product forms, of which the tablet form is the most popular. While packaging units vary by country, the product is typically sold in packages containing 100 or 300 counts or refills of 500 tablets. Canderel® is also produced as a powder. The Canderel® marketing strategy has enabled us to command a premium price over our competitors.

As the following chart indicates, in addition to Canderel®, we manage a number of other brands within the EAME region as part of our portfolio brand strategy.

Brand	Market	Pricing Position	Sweetener Ingredient
Misura®, Mivida™	Italy	Premium	Aspartame, Saccharin/Fructose
Sweetex™	Poland	Premium	Aspartame
Punto™	Italy	Value	Aspartame, Fructose, Ace-K/sugar
Equal®	South Africa	Value	Aspartame
NutraSweet®	Hungary	Value	Aspartame

Marketing. Canderel® has been the pan-European brand leader of the low calorie tabletop sweetener market, holding the #1 position in France and the United Kingdom. To differentiate ourselves from the competition and to reach new consumer segments, we have regularly developed new product offerings of Canderel®, including the half dose tablet and a 100 gram granulated powder box introduced in 1990, the 500 tablet refill launched in 1992, and "credit-card' like dispensers which were introduced in 1998. We have also improved product packaging with the complete redesign of our key products in 1994 and 1998.

We have developed the Canderel® brand imagery via the regional use of the "sunburst" logo throughout Europe since 1990. This logo has contributed to a distinct personality for the brand, which has been consistently advertised and promoted across European markets for years. In 2002, we initiated a new pan-European marketing campaign built around packaging and formulation innovations as well as enhancements of our brand imagery. Our pan-European campaign for the Canderel® brand is supported by a new brand design, an improved taste profile, and new packaging called "Spoon for Spoon Jar." By modernizing the image of the brand we intend to improve usage and re-establish the brand by demonstrating its benefits to a broad range of consumers.

We tailor our marketing approach on a country-by-country basis. For example, in markets where Canderel® has established strong brand equity, we have introduced products in categories other than tabletop sweeteners under the umbrella Canderel® brand. These products include chocolate powder in France and Portugal and chocolate bars in Portugal, Belgium and Hungary. These additional products have created business opportunities and further strengthened the brand position through cost-effective umbrella advertising and promotion.

Distribution. In the EAME region, approximately 43% of net sales are managed through direct sales, and the remaining sales are through a network of distributors and brokers.

Overall, the European retail market is more concentrated than the U.S. retail market, with a small number of large operators accounting for the majority of the sector. We estimate that in 2002, our top ten customers in Europe, including Carrefour and ASDA, a subsidiary of Wal-Mart, represented approximately 48% of our net sales in the region and do not believe this percentage to be materially different in 2003.

Latin America

Our Latin American region, comprising 23 countries from Mexico to Argentina, accounted for 13% ($46.7 million) of total net sales and 12% ($15.7 million) of Operating EBITDA in 2003.

Of our Latin American regional sales, Mexico accounted for 46%, the Caribbean region accounted for 15%, Argentina accounted for 14%, Colombia accounted for 6%, Costa Rica accounted for 5%, Venezuela accounted for 4% and all other Latin American countries accounted for 10% in 2003. The majority of our products sold in Latin America are in the form of liquid and powder, and the majority of our packaging is in bottles (liquid) and sachets (powder). Sachets carry premium prices and correspondingly higher margins.

Brands. We manage 14 brands in the region. Canderel® is our largest brand in the region and is sold exclusively in Mexico where it has achieved 86% brand awareness. Equal® is our second largest brand in the region. NutraSweet® is sold primarily in Argentina and Mexico and is our third largest brand in Latin America. In addition to the introduction of our core brands in Latin America, we have acquired established regional brands to fill out our portfolio. In 1998, Monsanto acquired the Sucaryl™ brand, which is one of the region's largest brands. Sucaryl™ is sold as a saccharin and saccharin/cyclamate blend in liquid and tablet form and distributed in virtually all Latin American countries, with the majority of its sales in Argentina. In 2003, we acquired the NoSucar™ brand in Central America, which is the largest brand in Costa Rica, and we launched SAME® in Puerto Rico.

We control seven additional brands in the region. These brands are generally country-specific and have enabled us to strengthen our leadership position in key markets, including Argentina, Chile, Colombia, Puerto Rico and the Caribbean.

Marketing. Our marketing strategy in Latin America is aimed at expanding the low calorie tabletop sweetener category, both in volume and profitability. The majority of volume expansion will be achieved by continuing to attract new users into the category. The current strategy focuses on positioning our brands as not only being part of a healthy lifestyle but also as a way to maintain youth and vigor. This positioning is in line with the younger demographics of Latin America versus the United States and Europe. Our regional strategy is focused around:

•: our top three markets: Mexico, Puerto Rico and Argentina;
•: the introduction of new and improved formulations (improved taste) combined with sampling efforts;
•: the positioning of our major brands as part of a healthy and modern lifestyle; and
•: bringing consumers over time from low-priced to premium-priced brands.

We will continue to strengthen brand equity by investing in the most cost-effective and proven programs that increase consumer demand at point of sale, such as tasting programs, demonstrators and one-to-one communication with consumers, secondary displays and on-pack promotions with host leading brands. As in other regions, we customize our marketing programs in the Latin American region depending upon country specific market conditions.

Distribution. We have a strong network of 48 distributors throughout the region, through which nearly all of our sales are made. These distributors sell through all major channels in the region to direct accounts and wholesalers. In addition, we have our own sales force in Colombia.

Asia/Pacific

Our Asia/Pacific region, comprised of Australia/New Zealand, and Asia, achieved net sales of $20.7 million in 2003, accounting for 6% of our total net sales and less than 1% ($0.6 million) of Operating EBITDA for the year. Our sales are primarily in Australia/New Zealand (67% of regional sales in 2003). In the Asia/Pacific region, the product is distributed primarily in tablet form, followed by powder in jars and sachets.

Brands. Net sales in the Asia/Pacific region are generated almost entirely through the sales of two brands, Equal® and NutraSweet®, with Equal® accounting for the majority of sales in the region. Equal® is positioned as a premium-priced brand within the region, and NutraSweet® is positioned as a value brand.

Marketing. Our sales in the Asia/Pacific region are driven by our strong presence in Australia and New Zealand. We continue to focus our resources on five key growth drivers:

•: increasing existing customer loyalty by implementing a pipeline of product and packaging innovations, providing convenience and differentiation;
•: bringing new users, targeting younger and male demographics, to our franchise by repositioning Equal® in Australia/New Zealand and continuing to build the Equal® franchise in other markets, specifically Thailand, Indonesia and Singapore;
•: restaging the NutraSweet® brand to complement effectively the premium positioning of Equal®;
•: increasing distribution through geographic expansion into Japan, greater China and Korea following the successful launch of Equal® in Taiwan in early 2002; and
•: expanding into the sugar-free candies and chocolate categories.

Distribution. Outside of Australia and New Zealand, our brands have traditionally been marketed in the region as "Need to Use" pharmaceuticals for health problems and have largely been sold through the pharmacy channel. We operate through master distributors across the Asian continent in the grocery, pharmacy and food service channels. Australian sales are managed through a direct sales organization of about 21 people that promote our brands. In New Zealand, we use a distributor/broker partner due to the small size of the market.

Public Acceptance

Aspartame, our primary ingredient, is one of the most thoroughly tested and studied food additives/ingredients the FDA has ever approved, with more than 200 toxicological and clinical studies confirming its safety. Aspartame received regulatory approval 16 years after its discovery, following extensive scientific review. It is also approved by the World Health Organization and regulatory agencies of more than 100 other countries. In addition, the product is supported by major health organizations including the American Diabetes Association, the American Dietetic Association and the Juvenile Diabetes Research Foundation.

Phenylketonuria, or PKU, is the only confirmed aspartame-related health concern. PKU is a rare inherited disease, affecting approximately one in 10,000 to 15,000 people, in which individuals cannot properly metabolize the amino acid phenylalanine. The amount of phenylalanine found in aspartame is much smaller than that in other common foods eaten every day, such as meats, milk and other protein-rich foods; however, individuals with PKU must consider aspartame as an additional source of phenylalanine. Thus the United States and most countries around the world require that all products containing aspartame contain disclosure so that consumers with this condition will be aware of the presence of the substance and be able to avoid or restrict it.

Public relations. We have developed long-standing relationships with key medical and nutritional organizations to encourage consumers to use our products as part of a healthy lifestyle. Key relationships include: American Diabetes Association; international diabetic associations in France, the United Kingdom, Mexico, Argentina, Australia/New Zealand; Multiple Sclerosis Foundation; Council on Scientific Affairs of the American Medical Association; American Dietetic Association; Calorie Control Council; International Sweetener Association, Juvenile Diabetes Research Foundation; and International Food Information Council. By maintaining these important industry relationships and disseminating educational information to consumers in a timely manner, we believe that we will be able to effectively respond to any potential misinformation.

Suppliers and Raw Materials

The primary raw materials that we use in our manufacturing process are aspartame, Unidex® (a blending agent), paper and carton. Aspartame is the biggest component of our raw material cost. Currently, we purchase all of our requirements for aspartame, our primary raw ingredient, from NutraSweet under an aspartame supply agreement that expires on December 31, 2005. Our agreement with NutraSweet contains a fixed purchase requirement in 2004 that is consistent with our projected usage and that will be purchased at a fixed price. Our aspartame purchases from NutraSweet in 2005 will be at a fixed price and will be subject to a fixed purchase requirement as specified in our supply contract. In 2005, we will purchase a significant portion of our supply from NutraSweet at a fixed price but may also purchase aspartame from other suppliers. In the future, the price of aspartame could fluctuate.

In connection with our supply relationship with NutraSweet, we and our affiliates have worldwide, royalty-free, exclusive licenses to use the NutraSweet® trademark in the tabletop sweetener category. The licenses are in effect during the term of the aspartame supply agreement and thereafter, subject to certain minimum purchase obligations. NutraSweet has the option to terminate the licenses upon six

months' notice if we do not purchase at least 200 metric tons of aspartame from it in the calendar year then expired.

According to management's most recent estimates, the current aspartame market totals approximately 14,800 metric tons per year with a capacity of 14,900 to 16,400 metric tons per year. NutraSweet is the world's largest aspartame producer, supplying a significant portion of the market. We believe we are one of the top five users of aspartame in the world and one of NutraSweet's largest customers. Prior to 1992, NutraSweet manufactured aspartame in the United States under patent protection. In 1992, the patent on aspartame expired, paving the way for additional aspartame producers and private label brands. Aspartame prices have declined significantly since the patent expired. There are currently several major manufacturers of aspartame globally. The second and third largest suppliers are Ajinomoto Co. Inc. and Holland Sweetener Company, respectively. Additional aspartame suppliers include Wujin Niutang, Zhejiang Haosen Pharmaceutical Co., Ltd., Shaoxing Yamei Biochemical Industry Co., Ltd., and VitaSweet Co., Ltd., which are China based aspartame producers.

Facilities

We are engaged in two primary manufacturing processes, one for the powder product and one for tablet. We do not manufacture aspartame or any other ingredient used in these processes. The powder process primarily involves dry-blending ingredients in a tumble mixer or plow blender. The tablet operation consists of loading product ingredients into a tumble mixer for blending. The blended ingredients are then transferred to a dry roller compactor, compressed, and screened to obtain a uniform particle size. The last ingredient is added and the batch is blended a second time. The material is then transferred to the tablet press where the specified tablet size and weight are produced, after which the tablets are placed in small drums for transfer to the high-speed packaging line.

We are also engaged in a number of different packaging processes for the powder and tablets. Once the powder is mixed, it is filled into sachets or jars on high-speed filling lines and then packaged in varying carton sizes, depending on markets and channels. The tablets are filled through high-speed filling lines into appropriate dispensers of varying sizes and packaged in varying carton sizes, depending on market and channels.

We produce the majority of our products at five production facilities throughout the world, three of which we currently operate:

•: Manteno, Illinois. The business has operated the Manteno facility since 1990. The Manteno site was selected for its proximity to key raw material and component suppliers, significant advantages for finished goods' distribution, and lower conversion costs per case.

Since 1993, annual volumes produced in this plant have grown by 44%. The main drivers of this growth expansion were increased demand in the mass merchandising, club/warehouse and food service business. In 1995, the Manteno plant was expanded to install granulated powder packaging (jars) capabilities.

Today, the Manteno facility operates with approximately 155 non-union employees. The plant has substantial capacity to accommodate future growth for the business. The available capacity has been driven by significant improvements in machine efficiencies. The plant's products are sold primarily in the United States, Canada, Mexico and Caribbean markets.

•: Fairfield, Australia. The facility in Fairfield, Australia currently has approximately 61 employees and has union representation for the production workforce. Our relations with the union are good; there has been no prior strike history.

The site has continued a pharmaceutical contract manufacturing operation that was established during the time of Searle's plant ownership. The plant distributes to a number of countries in

the Asia/Pacific region, including Australia, New Zealand, Malaysia, Indonesia, the Philippines, Thailand, Singapore, China, and Taiwan.

•: Zarate, Argentina. The Latin American operation began in 1996 in Zarate, Argentina. There are approximately 54 non-union employees at the site dedicated to the production of our products. The plant produces products for the bulk of the Latin America region. It is the only facility that has a liquid line.
•: Bergisch and Stendal, Germany. Since 1999, we have contracted with Kruger GmbH & Co. to manufacture our products for sale in Europe and South Africa. Kruger has production lines in its plants in Bergisch and Stendal, Germany which are exclusively dedicated to our products. We own the equipment used by Kruger to manufacture our products.

Our focus on safety continues to be very high and is reflected by the certifications awarded to each of our three company-owned manufacturing sites:

•: Manteno, Illinois. We were one of 178 U.S.-based companies and one of 36 food sites to receive the Voluntary Protection Program, or VPP, Star in 2001 and recertified in 2002.
•: Fairfield, Australia. Our Fairfield plant received the 2002 Australian 5 Star Award from the federal government on November 26, 2002. This is the highest national recognition for safety and health, equivalent to the VPP Star in the United States. Our Fairfield plant has won this award for six consecutive years (every year since the program was established).
•: Zarate, Argentina. We were one of 8 companies in Argentina, and the only company in Food, to receive the OHSAS 18001 designation in 2001. We recertified in OHSAS 18000 in December 2002.

Offices

The executive and administrative office of Merisant and Tabletop is located in Chicago, Illinois and has approximately 26,300 rentable square feet. The lease for this office will expire on April 30, 2011. We do not believe that we will have difficulty renewing our current leases or finding alternative space in the event we are unable to renew any of our leases on a basis we find satisfactory. We consider our offices suitable and adequate for the conduct of our business.

Our History

The main sweetening ingredient in our leading tabletop brands, aspartame, was discovered in 1965 by Dr. James Schlatter while doing research at Searle on amino acids. The newly discovered sweetening ingredient underwent many years of testing before being approved for consumer use for the first time in 1979 in France, where the product was marketed as "Canderel®." By the early 1980s, Canderel® was being marketed in much of Europe. In 1981, the U.S. Food and Drug Administration approved the tabletop use of aspartame. The following year, Equal® was launched in the United States. In 1985, Monsanto entered the sweetener market through its acquisition of Searle. Subsequently, in mid-1999, Monsanto made the strategic decision to divest the business, which was being operated as a portion of Monsanto's nutrition and consumer sector, in order to focus on its core businesses as a life sciences company and delever its balance sheet. The sweetener ingredients business, which was sold to an investor group led by J.W. Childs & Co. and renamed The NutraSweet Company, manufactured and supplied aspartame to food and beverage companies as a sweetening ingredient. The tabletop sweetener business, which was sold to an investor group led by an affiliate of Pegasus Capital Advisors, L.P. on March 17, 2000 and renamed Merisant Company, packaged and distributed low calorie tabletop sweeteners (primarily aspartame- and saccharin-based).

Environmental and Legal

Our operations are subject to federal, state, local and foreign laws and regulations relating to environmental protection, including regulation of discharges onto land and into the air and water. Under various federal, state and local laws, an owner or operator of real estate may be liable for the costs of removal or remediation of certain hazardous or toxic substances on or in such property, or which migrate from such property. Such liability may be imposed without regard to whether the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances. Although we are not aware of any material environmental conditions that require remediation under federal, state, local or foreign law on our properties, a comprehensive environmental review of our properties or operations has not been conducted since 1999 and no assurance can be given that we have identified all of the potential environmental liabilities at our properties or that such liabilities would not have a material adverse effect on our financial condition.

Management believes that we are in material compliance with all other applicable laws and regulations, including workplace safety regulations. From time to time, we are involved in litigation concerning our business operations. Management believes that the litigation in which we are currently involved is not reasonably likely to be material to our financial condition or the results of our operations.

Employees

We and our subsidiaries have a total of approximately 553 employees as of December 31, 2003, approximately 38 of whom are covered by union contracts. All of our union employees are employed at the production facility in Fairfield, Australia.

MANAGEMENT

The following table sets forth the names, ages and titles of the boards of directors and executive officers of Tabletop as of April 30, 2004. Each of our directors holds office until the next annual meeting of our stockholders or until his successor has been elected and qualified.

Name	Age	Position
Arnold W. Donald	49	Chairman of the Board of Directors
Andrew M. Bursky	47	Director
Vivek Mehta	27	Director
Jonathan Swerdlow	48	Director
David S. Uri	34	Director
Etienne Veber	41	Director, President and Chief Executive Officer
Warren B. Grayson	53	Vice President, General Counsel and Secretary
Donald J. Hotz	47	Vice President of Finance and Chief Financial Officer
John Sheptor	45	Vice President of Global Operations

Our Board of Directors and Executive Officers

Arnold W. Donald has served as the Chairman of our board of directors since April 2000. From March 2000 to June 2003, Mr. Donald served as Chief Executive Officer of Tabletop. Prior to 2000, Mr. Donald was a senior executive of Monsanto Company in St. Louis, Missouri. Mr. Donald joined Monsanto in industrial chemical sales in 1977 and held increasingly senior roles in his 20 plus years with that company. Mr. Donald currently serves on the boards of Washington University, Carleton College, Crown Cork & Seal Company, Inc., The Scotts Company, Carnival Corporation, Oil-Dri Corporation, Belden, Inc. and The Laclede Group, Inc. Mr. Donald also is serving a second term on the President's Export Council, appointed initially by President Clinton and then re-appointed by President Bush.

Andrew M. Bursky has served as a director of Tabletop since March 2000. Mr. Bursky is Chairman and Chief Executive Officer of Atlas Holdings, L.L.C. and an advisor of Pegasus Capital Advisors, L.P. From 1999 to 2002, Mr. Bursky was Managing Partner of Pegasus Capital Advisors, L.P. Prior to joining Pegasus in 1999, Mr. Bursky was one of the founding principals and a senior principal of Interlaken Capital, Inc.

Vivek Mehta has served as a director of Tabletop since March 2000. Mr. Mehta is an employee of Pegasus Capital Advisors, L.P. Prior to joining Pegasus in August 1999, Mr. Mehta was a financial analyst in the leveraged finance group of Bear, Stearns & Co., Inc. in New York.

Jonathan Swerdlow has served as a director of Tabletop since March 2004. Mr. Swerdlow has served as President of GALCO, Inc. since February 2004. From 2001 to 2004, Mr. Swerdlow worked as an independent consultant for high net worth families and private equity firms. From 1999 to 2000, Mr. Swerdlow served as Vice President of Business Development for CareerPath.com. Prior to joining CareerPath.com, Mr. Swerdlow was Vice President of Strategy and Business Development at Sony Retail Entertainment. Earlier in his career, Mr. Swerdlow was Executive Vice President at Mann Holding Company.

David S. Uri has served as a director of Tabletop since March 2000. Mr. Uri is an employee of Pegasus Capital Advisors, L.P. Prior to joining Pegasus in 1999, Mr. Uri was a Vice President of The Jordan Company L.L.C. From 1993 to 1997, Mr. Uri was a principal of EXOR America Inc., an international investment holding company controlled by the Agnelli Group. Prior to that, Mr. Uri was a financial analyst in the mergers and acquisitions group of Kidder, Peabody & Co., Inc.

Etienne Veber has served as President and Chief Executive Officer of Tabletop since June 2003 and was the Chief Operating Officer of Tabletop from September 2001 to June 2003. Mr. Veber has served as a director of Tabletop since June 2003. Prior to joining Tabletop in March 2001, Mr. Veber was President and General Manager of The NutraSweet Company, formerly a subsidiary of Monsanto. From 1989 to 1999, Mr. Veber held various management positions within Monsanto. Mr. Veber also worked in brand management at Procter and Gamble.

Warren B. Grayson has served as Vice President, General Counsel and Secretary of Tabletop since January 2004. From June 1, 2002 through December 2003, Mr. Grayson served as Vice President, General Counsel and Secretary of Somera Communications, Inc. Prior to that, from January 2002 through June 2002, Mr. Grayson was self-employed as a legal consultant. Mr. Grayson was Of Counsel to Eastman Chemical Co. from July 2000 through December 2002. From June 1999 through July 2000, Mr. Grayson served as Vice President, General Counsel of McWhorter Technologies, Inc. Prior to that, Mr. Grayson held several positions at Monsanto Company from September 1989 through June 1999, including Deputy General Counsel.

Donald J. Hotz has served as Vice President of Finance of Tabletop since August 2003 and as Chief Financial Officer since October 2003. Prior to joining Tabletop, from 2001 to 2002, Mr. Hotz was the Chief Financial Officer for Tab Products, a manufacturer of custom folders and filing systems, where he was instrumental in returning the company to profitability and generating positive cash. From 1985 to 2001, Mr. Hotz held senior finance positions in several operating divisions of Moore Corporation in the United States and Canada, including Vice President of Finance from 2000 to 2001. From 1982 to 1985, Mr. Hotz worked in the public accounting firm of Melton and Melton in Houston.

John Sheptor has served as Vice President of Global Operations for Tabletop since July 2001. Prior to joining Tabletop in 2001, Mr. Sheptor was the Director of Manufacturing for the Specialty Chemicals group within Monsanto's Agricultural Sector. Prior to this assignment, he served for six years as Director of Manufacturing, Latin America, in Sao Paolo, Brazil.

Committees of the Board of Directors

The standing committees of our board of directors presently consist of an audit committee and a compensation committee. Upon the consummation of this offering, the standing committees of our board of directors will consist of an audit committee, a compensation committee and a nominating and governance committee. We anticipate that each of and will be appointed to each of the committees upon the completion of this offering. Our board of directors has determined that and are both "independent" as that term is defined in the rules of the SEC and the as such term relates to the relevant board committees. Further, the board of directors has determined that is an "audit committee financial expert" as defined by the rules of the SEC and the . Within one year of the consummation of this offering, we expect that a majority of our directors will be "independent" and that all of the members of our committees will be "independent" as defined in the rules of the SEC and the .

Audit Committee. The audit committee recommends the firm to be appointed as independent accountants to audit financial statements and to perform services related to the audit, reviews the scope and results of the audit with the independent accountants, reviews with management and the independent accountants our year-end operating results, considers the adequacy of the internal accounting procedures and approves all audit and non-audit services to be provided by the independent accountants. The audit committee presently consists of Messrs. Mehta and Uri. The audit committee operates under a written charter adopted by the board of directors, a current copy of which will be available on our website at www.merisant.com.

Compensation Committee. The compensation committee, which presently consists of Messrs. Bursky, Mehta and Uri, reviews and recommends the compensation arrangements for all

executive officers and directors and administers and takes such other action as may be required in connection with certain compensation and incentive plans of Tabletop and Merisant. The compensation committee operates under a written charter adopted by the board of directors, a current copy of which will be available on our website at www.merisant.com.

Governance and Nominating Committee. Upon consummation of this offering, we will establish a governance and nominating committee. The governance and nominating committee will identify, evaluate, and recommend individuals qualified to be directors of our company to the board of directors for either appointment to the board of directors or to stand for election at a meeting of the stockholders, develop and recommend to the board of directors corporate governance guidelines for us and review and make recommendations with respect to a variety of other governance matters. The governance and nominating committee will operate under a written charter adopted by the board of directors, a copy of which will be available on our website at www.merisant.com.

Executive Compensation

The following summary compensation table sets forth certain information concerning compensation awarded to, earned by, or paid to Arnold W. Donald, who served as our Chairman during 2003 and President and Chief Executive Officer through June 2003, Etienne Veber, who served as our President and Chief Executive Officer from and after June 2003 and each of our other four most highly compensated executive officers, who we refer to as the named executive officers, for the years ended December 31, 2003, 2002 and 2001.

Summary Compensation Table

		Annual Compensation							Long-Term Compensation Awards
Name and Principal Position	Year	Salary ($)		Bonus ($)		Other Annual Compensation ($)			Securities Underlying SARs (#)	All Other Compensation ($)(1)
Arnold W. Donald Chairman and former President and Chief Executive Officer	2003 2002 2001	$	354,167 837,500 800,000	$	— — 340,000	$	— 6,760 —	(2)	— — —	$	440,135 18,333 7,767	(3)
Etienne Veber President, Chief Executive Officer and former Chief Operating Officer	2003 2002 2001		290,625 253,750 171,827		150,000 50,000 112,000		— — —		— — 35,775		9,348 13,317 6,873
Carl Warschausky Former Executive Vice President and Chief Financial Officer(4)	2003 2002 2001		208,692 267,500 257,500		— — 155,000		— — —		— — —		108,706 9,700 9,958	(5)
Luther C. Kissam, IV Former Vice President, General Counsel and Secretary(6)	2003 2002 2001		164,339 216,000 207,500		50,000 — 125,000		— — —		— — —		3,230 9,825 10,933
John Sheptor Vice President, Global Operations	2003 2002 2001		200,000 198,750 89,375		84,000 — 110,000		— — —		— — 25,775		6,958 7,900 —
Donald J. Hotz Vice President, Finance and Chief Financial Officer(7)	2003 2002 2001		65,540 — —		50,000 — —		— — —		— — —		— — —

(1): Amounts shown in this column represent our contributions under our 401(k) Plan and Non-Qualified Retirement Plan.
(2): Consists of above-market interest on deferred compensation.
(3): Includes severance payments totaling $437,500.
(4): Mr. Warschausky resigned as an officer of Tabletop effective as of September 30, 2003.
(5): Includes severance payments totaling $105,556.
(6): Mr. Kissam resigned as an officer of Tabletop effective as of September 26, 2003.
(7): Mr. Hotz joined Tabletop in August 2003.

Employee Benefits

Stock Appreciation Rights Plan. With the exception of Donald J. Hotz, each of the named executive officers participates in the Tabletop Holdings, Inc. Stock Appreciation Rights Plan, which we refer to as the SAR Plan. Each SAR will immediately vest upon the consummation of this offering and will be exercisable by the holders thereof. Upon the consummation of this offering, each holder of an SAR will be entitled to receive cash and shares of Class B common stock in the same proportion as our existing stockholders; provided, that the grant value of each SAR will be deducted from the cash that would have been received by the holder of the SAR. Assuming an initial offering price of $ , which represents the mid-point of the range set forth on the cover of this prospectus, each SAR will be exercisable for $ and shares of Class B common stock.

There were no SARs granted in the last fiscal year to any of the named executive officers.

The following table sets forth information for each of the named executive officers with regard to the number of securities underlying SARs held at December 31, 2003.

	Number of Securities Underlying SARs at December 31, 2003 (#)
Name
Name	Vested	Unvested
Arnold W. Donald	500,000	—
Etienne Veber	3,333	32,442
Carl Warschausky(1)	49,581	—
Luther C. Kissam, IV(2)	30,240	—
John Sheptor	8,592	17,183
Donald J. Hotz	—	—

(1): Mr. Warschausky resigned as an officer of Tabletop effective as of September 30, 2003. Pursuant to the terms of Mr. Warschausky's voluntary separation and release agreement, Mr. Warschausky was vested in 49,581 SARs. All such SARs remain subject to the terms and conditions set forth in the SAR Plan.
(2): Mr. Kissam resigned as an officer of Tabletop effective as of September 26, 2003. At the time of his resignation, Mr. Kissam was vested in 30,240 SARs.

Employees' Savings and Retirement Plan. All employees of Merisant US, Inc. who are at least 21 years of age are eligible to participate in the Merisant US, Inc. Employees' Savings and Retirement Plan, which we refer to as the 401(k) Plan, except employees covered by a collective bargaining agreement, leased employees, nonresident aliens who do not receive any earned income from our company which constituted U.S. source income, and individuals who perform services under an agreement that classifies them as independent contractors. The 401(k) Plan is intended to be qualified under the Internal Revenue Code of 1986, as amended. The 401(k) Plan permits participants to make pre-tax contributions of up to 16% of compensation, subject to limits established by the Internal Revenue Service, and participants who are age 50 or older are permitted to make additional catch-up contributions.

We make matching contributions for participants who have completed at least one year of service in an amount equal to 100% of the first 3% of a participant's contribution and 50% of the next 2% of a participant's contribution. We are also authorized to make discretionary profit sharing contributions under the 401(k) Plan for participants who have completed at least one year of service and have made profit sharing contributions as follows: 3% of employee compensation in 2000; 2% of employee compensation in 2001; 0% in 2002; and 0% in 2003.

Participants are always 100% fully vested in their own contributions and in our company's matching contributions. With respect to discretionary profit sharing contributions, if any, participants become 20% vested after one year of service and an additional 20% each year thereafter.

The 401(k) Plan may be terminated at any time.

Employees' Non-Qualified Savings and Retirement Plan. The Merisant US, Inc. Employees' Non-Qualified Savings and Retirement Plan, which we refer to as the Non-Qualified Retirement Plan, is a non-qualified and unfunded retirement plan designed to supplement Merisant's 401(k) Plan for a select group of management and highly compensated employees whose participation in the 401(k) Plan is limited by the Internal Revenue Code. For each plan year beginning on or after January 1, 2002, each participant may elect to defer up to 16% of compensation. For the plan year ending December 31, 2001, the deferral percentage could not exceed 64%. In addition, in its discretion, Merisant US may make a profit sharing contribution on behalf of each employee who completes at least 1,000 hours of service during a plan year and is employed on the last day of the plan year. Participants become 20% vested in discretionary profit sharing contributions, if any, after one year of service and an additional 20% each year thereafter. Contributions that are made under the Non-Qualified Retirement Plan are held in a grantor trust separate and apart from the company's general assets. Any assets held by the trust will be subject to the claims of the company's general creditors in the event of insolvency. The Non-Qualified Retirement Plan may be terminated at any time.

Compensation of Directors

Pursuant to an agreement, effective as of June 1, 2003, between Merisant and Mr. Donald, Mr. Donald will receive a base compensation of $150,000 per year from June 1, 2003 to June 1, 2005, unless terminated earlier pursuant to the agreement, for serving as Chairman of Merisant's board of directors. In addition, Merisant will provide Mr. Donald with certain perquisites during the term of the agreement. See "—Employment Contracts, Termination of Employment and Change-in-Control Arrangements" for additional information regarding compensation payable to Mr. Donald.

In 2003, except as disclosed above, none of our directors received compensation for serving on our or Merisant's board of directors, other than reimbursement for out-of-pocket expenses incurred in connection with rendering such services. Following the consummation of the offering, non-employee directors will receive compensation for their services as directors of $ per meeting of the board of directors that they attend. Directors will also be reimbursed for out-of-pocket expenses for attending board and committee meetings.

Employment Contracts, Termination of Employment and Change-in-Control Arrangements

In June 2003, Merisant entered into a contract completion agreement with Mr. Donald in connection with the termination of Mr. Donald's employment as its Chief Executive Officer. Pursuant to the terms of the contract completion agreement, Mr. Donald will receive $62,500 each month for the first 24 months beginning on or after June 1, 2003 and $1,500,000 payable on June 1, 2006 or upon a change in control of Tabletop, whichever is earlier. See "Related Party Transactions—Arrangements with Management" for additional information regarding deferred compensation payable to Mr. Donald and "—Compensation of Directors" for additional information regarding compensation payable to Mr. Donald as Chairman of Merisant's board of directors.

In September 2003, Merisant US, Inc. entered into a voluntary separation and release agreement with Mr. Warschausky in connection with the termination of Mr. Warschausky's employment as our Executive Vice President and Chief Financial Officer. Pursuant to the terms of the agreement, Mr. Warschausky will receive severance payments totaling $475,000, less all applicable federal and state withholdings, to be made in 27 equal installments on the 15^th and last day of each month following the

effective date of Mr. Warschausky's resignation, as well as certain placement assistance. In addition, Mr. Warschausky will be vested in 49,581 SARs under the SAR Plan.

Effective September 2003, Merisant implemented the Key Executive Performance and Retention Plan, referred to as the Key Executive Plan, to provide performance and retention incentives for its Chief Executive Officer. Payout under the Key Executive Plan is based on creating stockholder value and will occur upon the consummation of this offering. The Key Executive Plan pays at rates of $1.50 in value for every $100 of net proceeds (as defined in the Key Executive Plan) between $300 million and $350 million, $2.00 in value for every $100 of net proceeds between $350 million and $400 million, and $2.50 in value for every $100 of net proceeds above $400 million. To be eligible under the Key Executive Plan, the Chief Executive Officer must have been employed by Merisant on September 1, 2003 and must remain employed by Merisant until he becomes fully vested. He will become vested with respect to 100% of the actual payout amount, if any, on September 1, 2006. He will be vested in % of the actual payout amount upon the consummation of this offering assuming an issue date of , 2004.

Except as described above, we have not entered into any employment agreements with our named executive officers, but such officers may be entitled to certain payments with respect to their SARs or under the Supplemental LTIP upon the sale of all of the common stock of Tabletop or other distribution event, as described above.

Compensation Committee Interlocks and Insider Participation

Our board of directors established a compensation committee to review all compensation matters that come before the board of directors. The individuals serving on the compensation committee are Messrs. Bursky, Mehta and Uri.

In connection with their assistance in the structuring, sourcing and the consummation of the offering of the existing senior subordinated notes and the closing of the existing senior credit facility, Merisant paid an aggregate transaction fee of 0.5% of the aggregate principal amount of the existing senior subordinated notes and the term loans and commitments under the existing senior credit facility to Pegasus Capital Advisors, L.P., certain investing affiliates of MSD Capital, L.P., referred to as MSD, and affiliates of Carolwood Tabletop Holdings, LLC. Pegasus received 48.2% of the transaction fee, affiliates of MSD received 37.0% and affiliates of Carolwood received 14.8%. Messrs. Uri and Mehta are employees and Mr. Bursky is an advisor of Pegasus Capital Advisors, L.P., an affiliate of Pegasus Partners II, L.P. In addition, Jonathan Swerdlow is President of Brener International Group, LLC, an affiliate of Carolwood. MSD is not currently represented on our board but has reserved its right to appoint a director. See "Related Party Transactions" for additional information regarding such transaction. Pegasus Partners II, L.P., MSD and Carolwood are members of Tabletop Holdings, LLC.

PRINCIPAL STOCKHOLDERS

The following table sets forth certain information regarding beneficial ownership of our common stock as of April 30, 2004 by: (1) certain executive officers and each director of our company individually; (2) all executive officers and directors of our company as a group; and (3) certain principal stockholders. Unless otherwise indicated below, the business address for each of our beneficial owners is c/o Merisant US, Inc., 10 South Riverside Plaza, Suite 850, Chicago, Illinois 60606.

	Number and Percent of Shares Beneficially Owned Prior to this Offering			Number and Percent of Shares Beneficially Owned After this Offering Assuming No Exercise of the Over-Allotment Option(1)		Number and Percent of Shares Beneficially Owned After this Offering Assuming Full Exercise of the Over-Allotment Option on the Closing Date(1)
Name and Address	Common Stock	Percent		Class B Common Stock	Percent of Total Common Shares	Class B Common Stock	Percent of Total Common Shares
Tabletop Holdings, LLC(2) 99 River Road Cos Cob, Connecticut 06807	8,062,105	88.7	%
Arnold W. Donald(3)	321,969	3.5	%
Andrew M. Bursky	—	—
Vivek Mehta(4)	—	—
Jonathan Swerdlow	—	—
David S. Uri(4)	—	—
Etienne Veber(5)	15,184	*
Warren B. Grayson	—	—
Donald J. Hotz	—	—
John Sheptor	17,008	*
All executive officers and directors as a group (9 people)	354,161	3.9	%

*: Less than 1%
(1): Assumes the issuance of shares of Class B common stock pursuant to the SAR Plan based on an initial public offering price of $ , which represents the mid-point of the range set forth on the cover of this prospectus.
(2): Tabletop Holdings, LLC is a Delaware limited liability company controlled by Pegasus Partners II, L.P.
(3): The business address of Mr. Donald is c/o Merisant Company, One North Brentwood Boulevard, Suite 510, Clayton, Missouri 63105.
(4): The business address of Messrs. Mehta and Uri is c /o Pegasus Partners II, L.P., 99 River Road, Cos Cob, Connecticut 06807.
(5): Consists of 15,184 shares held in a revocable trust for the benefit of Mr. Veber for which Mr. Veber serves as trustee.

RELATED PARTY TRANSACTIONS

Shareholders Agreement and Registration Rights Agreement

Shareholders Agreement. In connection with their investment in Tabletop, our existing stockholders entered into a shareholders agreement with Tabletop Holdings, LLC and each other holder of common stock of Tabletop. Pursuant to the shareholders agreement, the parties entered into agreements among themselves relating to the composition of the Tabletop and Merisant boards of directors and the transfer or public offering of our equity securities and we granted Tabletop Holdings, LLC and certain other stockholders certain preemptive rights. Concurrently with, and subject to the closing of, this offering, the shareholders agreement will be amended and restated. A copy of the form of amended and restated shareholders agreement will be filed as an exhibit to the registration statement of which this prospectus is a part. The amended and restated shareholders agreement will contain provisions that restrict the ability of our Class B stockholders to transfer any Class B common stock to holders of our Class A common stock or Merisant's or our long-term indebtedness in any form, including, without limitation, IDSs or our senior subordinated notes.

The amended and restated shareholders agreement will also provide that beginning on the 181^st day after the consummation of this offering, holders of our Class B common stock will have certain rights to convert or exchange their Class B common stock into the equivalent value of IDSs. However, until the second anniversary of the consummation of this offering, the shareholders agreement will restrict the holders of our Class B common stock from exercising such exchange right if following the exchange the holders of our Class B common stock would hold less than shares. As a condition to any sale of shares of Class B common stock involving an election to require us to issue IDSs in exchange for such shares:

•: such sale and exchange must comply with applicable laws, including, without limitation, securities laws, laws relating to redemption of common stock and laws relating to the issuance of debt;
•: such sale and exchange must occur pursuant to an effective registration statement in the United States;
•: such sale and exchange must not conflict with or cause a default under any material financing agreement;
•: such sale and exchange must not cause a mandatory suspension of dividends or deferral of interest under any material financing agreement as of the measurement date immediately following the proposed sale and exchange date;
•: no event of default or deferral of interest shall have occurred and be continuing under the indenture governing the senior subordinated notes; and
•: the selling Class B stockholder must have given us at least 30 but not more than 60 days advance notice of such transaction.

Registration Rights Agreement. We also entered into a registration rights agreement with Tabletop Holdings LLC and certain other stockholders. Pursuant to the registration rights agreement, we granted Tabletop Holdings, LLC and certain other stockholders certain rights to require us to register any shares of common stock held by Tabletop Holdings, LLC or such stockholders under the Securities Act or include, upon request, any such shares in any registration of its common stock affected by us. Concurrently with, and subject to the closing of, this offering, the registration rights agreement will be amended and restated. A copy of the form of amended and restated registration rights agreement will be filed as an exhibit to the registration statement of which this prospectus is a part. Under the amended and restated registration rights agreement, we will grant to Tabletop Holdings, LLC two demand registration rights with respect to the shares of Class B common stock held by them and the IDSs into which such shares of Class B common stock may be exchanged. All of the stockholders party

to the amended and restated registration rights agreement will have the right to participate, or "piggy-back," in certain registrations initiated by Tabletop Holdings, LLC.

Certain Payments

In connection with their assistance in the structuring, sourcing and the consummation of the offering of the existing senior subordinated notes and the closing of the existing senior credit facility, Merisant paid an aggregate transaction fee of 0.5% of the aggregate principal amount of the existing senior subordinated notes and the term loans and commitments under the existing senior credit facility to Pegasus Capital Advisors, L.P., certain investing affiliates of MSD Capital, L.P., referred to as MSD, and affiliates of Carolwood Tabletop Holdings, LLC. Pegasus received 48.2% of the transaction fee, affiliates of MSD received 37.0% and affiliates of Carolwood received 14.8%. Messrs. Uri and Mehta are employees and Mr. Bursky is an advisor of Pegasus Capital Advisors, L.P., an affiliate of Pegasus Partners II, L.P. In addition, Jonathan Swerdlow is President of Brener International Group, LLC, an affiliate of Carolwood. MSD is not currently represented on our board but has reserved its right to appoint a director. Pegasus Partners II, L.P., MSD and Carolwood are members of Tabletop Holdings, LLC.

Upon consummation of the Transactions, we will pay an aggregate transaction fee of to Pegasus, MSD and Carolwood.

Arrangements with Management

In connection with our acquisition of the tabletop sweetener business from Monsanto, Merisant assumed liability for certain deferred compensation payable to Arnold Donald, our chairman, which requires Merisant to make annual payments to Mr. Donald of $535,000 through 2005 and $1,000,000 through 2010 on or before the date on which Merisant pays its annual bonus for the preceding year to executive officers.

In March 2000, Merisant advanced $5,350,000 to Mr. Donald, in exchange for a promissory note. The promissory note bears interest at the rate of 6.35% per annum and requires annual interest and principal payments on January 1 of each year through January 1, 2010. The largest aggregate amount outstanding under this loan during 2003 was $5,151,726.

Merisant has advanced funds to certain of its executive officers and members of management in connection with purchases of shares of our common stock. None of the loans to executive officers that are currently outstanding were entered into or amended after July 30, 2002. These loans are evidenced by promissory notes which bear interest at the rate of 7.5% per annum, mature in 2007 and are secured by a pledge of the stock. The names of the executive officers who have received loans and the principal amounts borrowed by them are listed below. In addition to the executive officers listed below, we have entered into similar loan agreements with 2 other members of management pursuant to which Merisant has advanced approximately $174,000 in the aggregate as of December 31, 2003.

Executive Officer		Largest Aggregate Amount Outstanding Since January 1, 2003			Principal Amount Outstanding at December 31, 2003
Arnold Donald		$	5,003,333		$	0
Etienne Veber		$	234,917		$	0

DESCRIPTION OF CERTAIN INDEBTEDNESS

New Revolving Credit Facility

We expect Merisant to enter into a new senior secured revolving credit facility with availability of up to $ million. We and Merisant's direct and indirect domestic subsidiaries will guarantee its obligations under the new revolving credit facility. The new revolving credit facility will mature years after the closing of this offering and the other Transactions. While the new revolving credit facility is expected to permit us to pay dividends on the shares of Class A common stock that constitute the IDSs and our Class B common stock, we expect that it will contain restrictions on our ability to do so.

New Senior Indebtedness

Concurrently with this offering, we anticipate that Merisant will incur approximately $ million of new senior indebtedness, the form and terms of which are to be determined. While the terms of the new senior indebtedness are expected to permit us to pay dividends on the shares of Class A common stock that constitute the IDSs and our Class B common stock, we expect that it will contain restrictions on our ability to do so.

Existing Senior Credit Facility

Merisant has an existing senior secured credit facility consisting of two term loans and a revolving credit facility. Amounts outstanding under the existing senior credit facility are guaranteed by us and by each of Merisant's domestic subsidiaries, and are secured by first priority liens on substantially of Merisant's assets and the assets of the guarantors. We expect to pay the outstanding principal amount under the existing senior credit facility of $ million, consisting entirely of term loan borrowings, plus accrued and unpaid interest, with proceeds from this offering. These term loan borrowings bear interest at variable rates with a weighted average interest rate as of January 1, 2004 of 4.1% per year. The terms of the existing senior secured credit facility allow us to prepay without premium or penalty. We will also unwind our interest rate hedges related to the existing credit facility.

12¹/4% Senior Subordinated Discount Notes due 2014

We issued $136.0 million aggregate principal amount at maturity of 12¹/4% senior subordinated discount notes due 2014 in November 2003. No cash interest accrues on the discount notes prior to November 15, 2008. Thereafter, cash interest will accrue and be payable semiannually in arrears at a rate of 12¹/4% per annum. The discount notes were issued with an initial accreted value of $551.31 per $1,000 aggregate principal amount at maturity of discount notes. The accreted value of principal of each discount note increases at a rate of 12¹/4% per annum through November 15, 2008.

The discount notes mature on May 15, 2014. We may redeem the discount notes at any time on or after November 15, 2008 at the redemption prices set forth in the indenture governing the discount notes. In the event of a change of control, we must offer to repurchase the discount notes for cash at a purchase price of 101% of the accreted value of the discount notes, together with all accrued and unpaid interest, if any, through the date of repurchase. We may also redeem the discount notes at the redemption price set forth in the indenture governing the discount notes if a change of control, as defined in the indenture governing the discount notes, occurs prior to November 15, 2006.

The discount notes are senior subordinated obligations, subordinated in right of payment to all of our existing and future senior indebtedness, including our guarantee of the existing senior credit facility.

The indenture governing the discount notes contains certain customary covenants and events of default.

The closing of this offering is conditioned upon the receipt of the tender and consent of at least a majority in aggregate principal amount at maturity of the discount notes. Upon receipt of tenders and consents from a majority in aggregate principal amount at maturity of the discount notes, we and the trustee for the discount notes will enter into an amendment to the indenture that eliminates all of the material restrictive covenants and events of default contained in the indenture governing the discount notes, which amendment will become effective upon the consummation of the tender offer and consent solicitation for the discount notes.

9¹/2% Senior Subordinated Notes due 2013

Merisant issued $225.0 million aggregate principal amount at maturity of 9¹/2% senior subordinated notes due 2013 in July 2003. Cash interest accrues on the existing senior subordinated notes and is payable semiannually in arrears at a rate of 9¹/2% per annum. Merisant's obligations under the existing senior subordinated notes are guaranteed by its domestic subsidiaries.

The existing senior subordinated notes mature on July 15, 2013. Merisant may redeem the existing senior subordinated notes at any time on or after July 15, 2008 at the redemption prices set forth in the indenture governing the existing senior subordinated notes. In the event of a change of control, Merisant must offer to repurchase the existing senior subordinated notes for cash at a purchase price of 101% of the principal amount of the existing senior subordinated notes, together with all accrued and unpaid interest, if any, through the date of repurchase.

The existing senior subordinated notes are senior subordinated obligations, subordinated in right of payment to all of our existing and future senior indebtedness, including the existing senior credit facility.

The indenture governing the existing senior subordinated notes contains certain customary covenants and events of default.

The closing of this offering is conditioned upon the receipt of the tender and consent of at least a majority in aggregate principal amount at maturity of the existing senior subordinated notes. Upon receipt of tenders and consents from a majority in aggregate principal amount of the existing senior subordinated notes, Merisant and the trustee for the existing senior subordinated notes will enter into an amendment to the indenture that eliminates all of the material restrictive covenants and events of default contained in the indenture governing the existing senior subordinated notes, which amendment will become effective upon the consummation of the tender offer and consent solicitation for the existing senior subordinated notes.

DESCRIPTION OF INCOME DEPOSIT SECURITIES (IDSs)

General

We are offering IDSs. Each IDS represents:

•: one share of our Class A common stock; and
•: a % senior subordinated note with $ principal amount.

The ratio of Class A common stock to principal amount of senior subordinated notes represented by an IDS is subject to change in the event of a stock split, recombination or reclassification of our Class A common stock. Immediately following the occurrence of any such event, we will file with the SEC a Current Report on Form 8-K or any other applicable form, disclosing the changes in the ratio of Class A common stock to principal amount of senior subordinated notes as a result of such event.

Holders of IDSs are the beneficial owners of the Class A common stock and senior subordinated notes represented by such IDSs and will have exactly the same rights, privileges and preferences, including voting rights, rights to receive distributions, rights and preferences in the event of a default under the senior subordinated notes indenture, ranking upon bankruptcy and rights to receive communications and notices as a direct holder of the Class A common stock and senior subordinated notes, as applicable.

The IDSs will be available in book-entry form only. As discussed below under "—Book-Entry Settlement and Clearance," a nominee of the book-entry clearing system will be the sole registered holder of the IDSs. That means you will not be a registered holder of IDSs or be entitled to receive a certificate evidencing your IDSs. You must rely on the procedures used by your broker or other financial institution that will maintain your book-entry position to receive the benefits and exercise the rights of a holder of IDSs that are described below. We urge you to consult with your broker or financial institution to find out what those procedures are.

Voluntary Separation and Recombination

Holders of IDSs, whether purchased in this offering or in subsequent offerings of IDSs of the same series, may, at any time after the earlier of 45 days from the closing of this offering or the occurrence of a change of control under the indenture, through their broker or other financial institution, separate their IDSs into the shares of Class A common stock and senior subordinated notes represented thereby. Similarly, unless the IDSs have previously been automatically separated as a result of a payment default, default on the senior subordinated notes for 90 days, or a repurchase, redemption or maturity of the senior subordinated notes, any holder of shares of our Class A common stock and senior subordinated notes may, at any time, through his or her broker or other financial institution, recombine the applicable number of shares of Class A common stock and principal amount of senior subordinated notes to form IDSs. See "—Book-Entry Settlement and Clearance" below for more information on the method by which delivery and surrender of IDSs and delivery of shares of Class A common stock and our senior subordinated notes will be effected.

Our shares of Class A common stock will not be listed for separate trading on the until a sufficient number of shares are held separately and not in the form of IDSs as may be necessary to satisfy any applicable listing requirements. If more than the required number of our outstanding shares of Class A common stock are no longer held in the form of IDSs for a period of 30 consecutive trading days, we have agreed that we will use reasonable efforts to cause the Class A common stock to be listed on the or any other exchange or quotation system on which the IDSs are then listed (or were previously listed), provided that the Class A common stock would meet the applicable exchange or quotation system listing standards.

Automatic Separation

Upon the occurrence of any of the following, the IDSs will be automatically separated into the shares of Class A common stock and senior subordinated notes represented thereby:

•: the continuance of a payment default on the senior subordinated notes for 90 days,
•: exercise by us of our right to redeem all or a portion of the senior subordinated notes, which may be represented by IDSs at the time of such redemption,
•: the date on which principal on the senior subordinated notes becomes due and payable, whether at the stated maturity date or upon acceleration thereof, or
•: if The Depository Trust Company, or DTC, is unwilling or unable to continue as securities depository with respect to the IDSs or ceases to be a registered clearing agency under the Exchange Act and we are unable to find a successor depository.

Book-Entry Settlement and Clearance

DTC will act as securities depository for the IDSs, the senior subordinated notes and shares of Class A common stock represented by the IDSs, which we refer to collectively as the "securities." The senior subordinated notes and the shares of our Class A common stock represented by the IDSs will be represented by one or more global notes and global stock certificates. The global notes and global stock certificates will be issued in fully-registered form in the name of DTC's partnership nominee, Cede & Co.

Book-entry procedures. If you intend to purchase IDSs in the manner provided by this prospectus you must do so through the DTC system or through direct and indirect participants. The participant that you purchase through will receive a credit for the applicable security on DTC's records. The ownership interest of each actual purchaser of the applicable security, who we refer to as a "beneficial owner," is to be recorded on the participant's records. Beneficial owners will not receive written confirmation from DTC of their purchases, but beneficial owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the DTC participant through which the beneficial owner entered into the transaction.

All interests in the securities will be subject to the operations and procedures of DTC. The operations and procedures of DTC's settlement system may change at any time.

DTC has advised us that DTC is a limited-purpose trust company created to hold securities for its participating organizations and to facilitate the clearance and settlement of transactions in those securities between the participants through electronic book-entry changes in accounts of its participants. The participants include securities brokers and dealers, 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, who DTC refers to as indirect participants. Persons who are not participants may beneficially own securities held by or on behalf of DTC only through participants or 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.

To facilitate subsequent transfers, all securities deposited by direct participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co. The deposit of securities with DTC and their registration in the name of Cede & Co. effect no change in beneficial ownership. DTC has no knowledge of the actual beneficial owners of the securities. DTC's records reflect only the identity of the direct participants to whose accounts such securities are credited, which may or may not be the

beneficial owners. The participants will remain responsible for keeping account of their holdings on behalf of their customers.

Transfers of ownership interests in the securities are to be accomplished by entries made on the books of participants acting on behalf of beneficial owners. Beneficial owners will not receive certificates representing their ownership interests in the applicable security except in the event that use of the book-entry system for the securities is discontinued.

Separation and recombination. Holders of IDSs, whether purchased in this offering or in subsequent offerings of IDSs of the same series, may, at any time after 45 days from the closing of this offering or such earlier date upon a Change of Control, as defined in the senior subordinated notes indenture, through their broker or other financial institution, separate their IDSs into the shares of Class A common stock and senior subordinated notes represented thereby. Similarly, any holder of shares of our Class A common stock and senior subordinated notes may, at any time, through their broker or other financial institution, combine the applicable number of shares of Class A common stock and principal amount of senior subordinated notes to form IDSs.

In addition, the IDSs will be automatically separated into the shares of Class A common stock and senior subordinated notes represented thereby upon the occurrence of the following:

•: the continuance of a payment default on the senior subordinated notes for 90 days,
•: exercise by us of our right to redeem all or a portion of the senior subordinated notes, which may be represented by IDSs at the time of such redemption,
•: the date on which principal on the senior subordinated notes becomes due and payable, whether at the stated maturity date or upon acceleration thereof, or
•: if DTC is unwilling or unable to continue as securities depository with respect to the IDSs or ceases to be a registered clearing agency under the Exchange Act and we are unable to find a successor depository.

Any voluntary or automatic separation of IDSs and any subsequent combination of IDSs from senior subordinated notes and Class A common stock, are to be accomplished by entries made by the DTC participants acting on behalf of beneficial owners. In any such case, the participant's account through which a separation or recombination is effected, will be credited and debited for the applicable securities on DTC's records. There may be certain transactional fees imposed upon you by brokers or other financial intermediaries in connection with separation or recombination of IDSs and you are urged to consult your broker regarding any such transactional fees. We have been informed by DTC that the current fee per transaction per participant account for any separation or recombination is $ .

Conveyance of notices and other communications by DTC to direct participants, by direct participants to indirect participants, and by participants to beneficial owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

Neither DTC nor Cede & Co. will consent or vote with respect to the securities. Under its usual procedures, DTC would mail an omnibus proxy to us as soon as possible after the record date. The omnibus proxy assigns Cede & Co.'s consenting or voting rights to those direct participants to whose accounts the securities are credited on the record date (identified in a listing attached to the Omnibus Proxy).

We and the trustee will make any payments on the securities to DTC. DTC's practice is to credit direct participants' accounts on the payment date in accordance with their respective holdings shown on DTC's records unless DTC has reason to believe that it will not receive payment on the payment date.

Payments by participants to beneficial owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such participant and not of DTC, us or the trustee, subject to any statutory or regulatory requirements as may be in effect from time to time.

We or the trustee will be responsible for the payment of all amounts to DTC. DTC will be responsible for the disbursement of those payments to its participants, and the participants will be responsible for disbursements of those payments to beneficial owners. We will remain responsible for any actions DTC and participants take in accordance with instructions we provide.

DTC may discontinue providing its service as securities depository with respect to the IDSs, the shares of our Class A common stock or our senior subordinated notes at any time by giving reasonable notice to us or the trustee. If DTC discontinues providing its service as securities depository with respect to the IDSs and we are unable to obtain a successor securities depository, you will automatically take a position in the component securities. If DTC discontinues providing its service as securities depository with respect to the shares of our Class A common stock or our senior subordinated notes and we are unable to obtain a successor securities depository, we will print and deliver to you certificates for those securities and you will automatically take a position in the other component securities.

Also, in case we decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository) we will print and deliver to you certificates for the various certificates of Class A common stock and senior subordinated notes you may own.

The information in this section concerning DTC and DTC's book-entry system has been obtained from sources that we believe to be reliable, including DTC.

Except for actions taken by DTC in accordance with our instructions, neither we nor any trustee nor the underwriters will have any responsibility or obligation to participants, or the persons for whom they act as nominees, with respect to:

•: the accuracy of the records of DTC, its nominee, or any participant, any ownership interest in the securities, or
•: any payments to, or the providing of notice, to participants or beneficial owners.

Procedures relating to subsequent issuances. The indenture governing the senior subordinated notes and the agreements with DTC will provide that, in the event there is a subsequent issuance of senior subordinated notes having identical terms and conditions to the senior subordinated notes initially represented by the IDSs but which are issued with OID, each holder of senior subordinated notes or IDSs (as the case may be) agrees that a portion of such holder's senior subordinated notes (whether held directly in book-entry form, or held as part of IDSs) will be automatically exchanged for a portion of the senior subordinated notes acquired by the holders of such subsequently issued senior subordinated notes. Consequently, following each such subsequent issuance and exchange, each holder of senior subordinated notes or IDSs (as the case may be) will own senior subordinated notes of each separate issuance in the same proportion as each other holder. Immediately following any exchange resulting from a subsequent offering, a new CUSIP number will be assigned to represent an inseparable unit consisting of the subordinated notes outstanding prior to the subsequent issuance and the senior subordinated notes issued in the subsequent issuance. Accordingly, the senior subordinated notes issued in the original offering cannot be separated from the senior subordinated notes issued in any subsequent offering. In addition, immediately following any exchange resulting from a subsequent offering, the IDSs will consist of the inseparable unit described above representing the proportionate principal amounts of each issuance of senior subordinated notes (but with the same aggregate principal amount as the note (or inseparable unit) represented by the IDSs immediately prior to such subsequent issuance and exchange) and the Class A common stock. All accounts of DTC participants with a

position in the securities will be automatically revised to reflect the new CUSIP numbers. In the event of any voluntary or automatic separation of IDSs following any such automatic exchange, holders will receive the then existing components which are the Class A common stock and the inseparable senior subordinated notes unit. The automatic exchange of senior subordinated notes described above should not impair the rights any holder would otherwise have to assert a claim under applicable securities laws against us with respect to the full amount of senior subordinated notes purchased by such holder. However, if such senior subordinated notes are issued with OID, holders of such subordinated notes may not be able to recover the portion of their principal amount treated as unaccrued OID in the event of an acceleration of the subordinated notes or our bankruptcy prior to the maturity of the senior subordinated notes. See "Risk Factors—Subsequent issuances of senior subordinated notes may cause you to recognize OID and subject you to other adverse consequences." Immediately following any subsequent issuance we will file with the SEC a Current Report on Form 8-K or any other applicable form disclosing the changes, if any, to the OID attributable to your senior subordinated notes as a result of such subsequent issuance.

IDS Transfer Agent

will be the IDS transfer agent.

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DESCRIPTION OF CAPITAL STOCK

General

We have set forth below a description of the material terms and provisions of our amended and restated certificate of incorporation. The following description of our capital stock is intended as a summary of the material terms only and is qualified in its entirety by reference to the forms of our amended and restated certificate of incorporation and amended and restated bylaws, which are filed as exhibits to the registration statement, of which this prospectus forms a part and which will become effective immediately prior to this offering.

Our authorized capital stock will consist of:

•

shares of common stock, par value $0.01 per share, divided into two classes consisting of:

•: shares of Class A common stock, and
•: shares of Class B common stock, and

•

shares of preferred stock, par value $0.01 per share.

After this offering, there will be shares of our Class A common stock ( shares if the underwriters exercise their over-allotment option with respect to the IDSs in full), shares of our Class B common stock ( shares if the underwriters exercise their over-allotment option with respect to the IDSs in full) and no shares of our preferred stock outstanding.

Common Stock

Voting. The holders of our common stock are entitled to one vote per share with respect to each matter on which the holders of our common stock are entitled to vote. Shares of our Class A common stock and shares of our Class B common stock are entitled to the same voting rights per share and vote together as a class on all matters with respect to which holders are entitled to vote, except that so long as our existing financial investor, Tabletop Holdings, LLC, together with its affiliates, beneficially owns more than 5% of the outstanding shares of Class A and Class B common stock in the aggregate on a fully-diluted basis, the holders of our Class B common stock will be entitled to elect two directors to the board of directors. In accordance with the amended and restated shareholders agreement, if the holders of our Class B common stock have the right to elect two directors, the holders of our Class B common stock have agreed to vote for the two director nominees nominated by our existing financial investor.

No Cumulative Voting Rights. The holders of our common stock are not entitled to cumulate their votes in the election of our directors.

Rights to Dividends and on Liquidation, Dissolution or Winding Up. The holders of our common stock are entitled to receive dividends as they may be lawfully declared from time to time by the board of directors of our company, subject to any preferential rights of holders of any outstanding shares of preferred stock. In the event of any liquidation, dissolution or winding up of our company, common stockholders are entitled to share ratably in our assets available for distribution to the stockholders, subject to the prior rights of holders of any outstanding preferred stock.

Upon the closing of this offering, our board of directors is expected to adopt a dividend policy pursuant to which, in the event and to the extent we have any available cash for distribution to the holders of shares of our common stock as of , , and of each fiscal year, and subject to applicable law, and the new revolving credit facility, the terms of the new senior indebtedness, the indenture governing our senior subordinated notes and any other then outstanding indebtedness of ours, our board of directors will declare cash dividends on our common stock. The

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initial dividend rate is expected to be equal to $ per share of Class A and Class B common stock per annum, subject to adjustment. We will pay these dividends quarterly on , , and .

Preemptive and Other Subscription Rights. Common stockholders do not have preemptive, subscription or redemption rights, and are not subject to further calls or assessments.

Additional Issuance of Our Authorized Common Stock. Additional shares of our authorized common stock may be issued, as determined by the board of directors of our company from time to time, without approval of holders of our common stock, except as may be required by applicable law or the rules of any stock exchange or automated quotation system on which our securities may be listed or traded. However, according to our amended and restated bylaws we may not issue any shares of Class A common stock unless:

•: it is issued as part of an IDS that has been registered with the SEC;
•: any IDS that may result from the combination of the shares of Class A common stock and our senior subordinated notes have been registered with the SEC; or
•: no IDSs are currently outstanding.

In the event that the IDSs are automatically separated as a result of the redemption or maturity of any senior subordinated notes, at such time we will amend our bylaws to delete the restriction that we may only issue shares of Class A common stock in offerings registered with the SEC and each share of Class B common stock will automatically be exchanged for the equivalent value of Class A common stock and senior subordinated notes.

Preferred Stock

Our amended and restated certificate of incorporation provides that we may issue up to shares of our preferred stock in one or more series as may be determined by our board of directors.

Our board of directors has broad discretionary authority with respect to the rights of issued series of our preferred stock and may take several actions without any vote or action of the holders of our common stock, including:

•: determining the number of shares to be included in each series;
•: fixing the designation, powers, preferences and relative rights of the shares of each series and any qualifications, limitations or restrictions with respect to each series, including provisions related to dividends, conversion, voting, redemption and liquidation, which may be superior to those of our common stock; and
•: increasing or decreasing the number of shares of any series.

The board of directors may authorize, without approval of holders of our common stock, the issuance of preferred stock with voting and conversion rights that could adversely affect the voting power and other rights of holders of our common stock. For example, our preferred stock may rank prior to our common stock as to dividend rights, liquidation preferences or both, may have full or limited voting rights and may be convertible into shares of our common stock. The number of authorized shares of our preferred stock may be increased or decreased (but not below the number of shares then outstanding) by the affirmative vote of the holders of at least a majority of our common stock, without a vote of the holders of any other class or series of our preferred stock unless required by the terms of such class or series of preferred stock.

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Our preferred stock could be issued quickly with terms designed to delay or prevent a change in the control of our company or to make the removal of our management more difficult. This could have the effect of discouraging third party bids for our common stock or may otherwise adversely affect the market price of our common stock.

We believe that the ability of our board of directors to issue one or more series of our preferred stock will provide us with flexibility in structuring possible future financings and acquisitions, and in meeting other corporate needs that might arise. The authorized shares of our preferred stock, as well as shares of our common stock, will be available for issuance without action by our common stockholders, unless such action is required by applicable law or the rules of any stock exchange or automated quotation system on which our securities may be listed or traded.

Although our board of directors has no intention at the present time of doing so, it could issue a series of our preferred stock that could, depending on the terms of such series, be used to implement a stockholder rights plan or otherwise impede the completion of a merger, tender offer or other takeover attempt of our company. Our board of directors could issue preferred stock having terms that could discourage an acquisition attempt through which an acquiror may be able to change the composition of the board of directors, including a tender offer or other transaction that some, or a majority, of our stockholders might believe to be in their best interests or in which stockholders might receive a premium for their stock over the then current market price.

Composition of Board of Directors; Election and Removal of Directors

In accordance with our amended and restated bylaws, the number of directors comprising our board of directors will be as determined from time to time by our board of directors, up to a maximum of . Upon the closing of the offering it is anticipated that we will have directors. Each of our directors holds office until the next annual meeting of our stockholders or until his successor has been elected and qualified.

Directors may be removed from office with cause by the affirmative vote of the holders of at least a majority of the voting power of all then-outstanding shares of our capital stock that are entitled to vote generally in the election of our directors, voting together as a single class. Subject to the rights of the holders of any series of preferred stock and subject to the rights of holders of our Class B common stock to appoint two directors to the board (so long as our existing financial investor holds in the aggregate 5% or more of the outstanding shares of our common stock), our amended and restated certificate of incorporation provides that in the case of any vacancies among the directors such vacancy will be filled with a candidate approved by the vote of a majority of the remaining directors, even if less than a quorum (and not by stockholders).

The filling of vacancies could have the effect of making it more difficult for a third party to acquire, or of discouraging a third party from attempting to acquire, control of us.

At any meeting of our board of directors, a majority of the total number of directors then in office will constitute a quorum for all purposes.

No Stockholder Action by Written Consent; Special Meetings of Stockholders

Our amended and restated certificate of incorporation generally prohibits stockholder action by written consent. It and our amended and restated bylaws also provide that special meetings of our stockholders may be called only by (1) our board of directors or the chairman of our board of directors pursuant to a resolution approved by our board of directors or (2) our board of directors upon a request by holders of at least 50% in voting power of all the outstanding shares entitled to vote at that meeting.

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Section 203 of the Delaware General Corporation Law

Our company is subject to Section 203 of the Delaware General Corporation Law. In general, Section 203 prohibits a publicly held Delaware corporation from engaging in a "business combination" with an "interested stockholder" for a three-year period following the time that this stockholder becomes an interested stockholder, unless the business combination is approved in a prescribed manner. A "business combination" includes a merger, asset sale or other transaction resulting in a financial benefit to the interested stockholder. An "interested stockholder" is a person who, together with affiliates and associates, owns (or, in some cases, within three years prior, did own) 15% or more of the corporation's voting stock. Under Section 203, a business combination between the corporation and an interested stockholder is prohibited unless it satisfies one of the following conditions:

•: the board of directors must have previously approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;
•: upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced (excluding, for purposes of determining the number of our shares outstanding, shares owned by (a) persons who are directors and also officers and (b) employee stock plans, in some instances); or
•: the business combination is approved by the board of directors of the corporation and authorized at an annual or special meeting of the stockholders by the affirmative vote of at least two-thirds of the outstanding voting stock which is not owned by the interested stockholder.

The existence of this provision may have an anti-takeover effect with respect to transactions not approved in advance by our board of directors, including discouraging takeover attempts that might result in a premium over the market price for the shares of our common stock.

Other Anti-Takeover Provisions of Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws

Our amended and restated certificate of incorporation and amended and restated bylaws contain several provisions, in addition to those pertaining to the issuance of additional shares of our authorized common stock and preferred stock without the approval of the holders of our common stock that could delay or make more difficult the acquisition of our company through a hostile tender offer, open market purchases, proxy contest, merger or other takeover attempt that a stockholder might consider in his or her best interest, including those attempts that might result in a premium over the market price of our common stock. Such provisions, which are described below, include advance notice procedures regarding any proposal of stockholder business to be discussed at a stockholders meeting.

Advance Notice Procedure for Director Nominations and Stockholder Proposals. Our amended and restated bylaws provide that, subject to the rights of holders of any outstanding shares of our preferred stock, a stockholder may nominate one or more persons for election as directors at a meeting only if written notice of the stockholder's nomination has been given, either by personal delivery or certified mail, to our corporate secretary not less than 90 days nor more than 120 days before the first anniversary of the date of our proxy statement in connection with our last annual meeting of stockholders. Each notice must contain:

•: the name, age, business address and, if known, residential address of each nominee;
•: the principal occupation or employment of each nominee;
•: the class, series and number of our shares beneficially owned by each nominee;

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•: any other information relating to each nominee required by the Securities and Exchange Commission's proxy rules; and
•: the written consent of each nominee to be named in our proxy statement and to serve as director if elected.

Our corporate secretary will deliver all notices to the nominating and governance committee of our board of directors for review. After review, the nominating and governance committee will make its recommendation regarding nominees to our board of directors. Defective nominations will be disregarded.

For business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice of the proposed business in writing to our corporate secretary. To be timely, a stockholder's notice must be given, either by personal delivery or by certified mail, to our corporate secretary not less than 90 days nor more than 120 days before the first anniversary of the date of our proxy statement in connection with our last annual meeting of stockholders. Each notice must contain:

•: description of the business desired to be brought before the annual meeting and the reasons for conducting the business at the annual meeting;
•: the name and address of the stockholder proposing the business as they appear on our stock transfer books;
•: a representation that the stockholder is a stockholder of record and intends to appear in person or by proxy at the annual meeting to bring the business proposed in the notice before the meeting;
•: the class, series and number of our shares beneficially owned by the stockholder; and
•: a description of all arrangements or understandings with any other person in connection with the proposal of the business and any material interest of the stockholder in the business.

Business brought before an annual meeting without complying with these provisions will not be transacted.

Our amended and restated bylaws may have the effect of precluding the consideration of some business at a meeting if the proper procedures are not followed or may discourage or defer a potential acquiror from conducting a solicitation of proxies to elect its own slate of directors or otherwise attempting to obtain control of us.

Supermajority Provisions. Delaware law provides generally that the affirmative vote of a majority in voting power of the outstanding shares entitled to vote is required to amend a corporation's certificate of incorporation, unless the certificate of incorporation requires a greater percentage. Our amended and restated certificate of incorporation provides that the following provisions in the amended and restated certificate of incorporation may be amended only by a vote of two-thirds or more in voting power of all the outstanding shares of our capital stock entitled to vote:

•: the prohibition on stockholder action by written content;
•: the ability to call a special meeting of stockholders being vested solely in (1) our board of directors or the chairman of our board of directors pursuant to a resolution approved by our board of directors or (2) our board of directors upon a request by holders of at least 50% in voting power of all the outstanding shares entitled to vote at that meeting;
•: the provisions relating to the classification of our board of directors;
•: the provision relating to the size of our board of directors;

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•: the provisions relating to the quorum requirements for stockholder action and the removal of directors;
•: the limitation on the liability of our directors to us and our stockholders;
•: the obligation to indemnify and advance expenses to the directors and officers to the fullest extent authorized by law;
•: the provisions granting authority to our board of directors to amend or repeal our bylaws without a stockholder vote, as described in more detail in the next succeeding paragraph; and
•: the supermajority voting requirements listed above.

Amendment of Our Amended and Restated Bylaws

Our amended and restated certificate of incorporation provides that our amended and restated bylaws can be amended only by either our board of directors or the affirmative vote of the holders of at least two-thirds of the voting power of all then-outstanding shares of our capital stock that are entitled to vote generally in the election of our directors, voting together as a single class.

Limitation of Liability and Indemnification

Our amended and restated certificate of incorporation provides that, to the full extent from time to time permitted by law, no director shall be personally liable for monetary damages for breach of any duty as a director. As required under current Delaware law, our amended and restated certificate of incorporation currently provides that this waiver may not apply to liability:

•: for any breach of the director's duty of loyalty to us or our stockholders;
•: for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;
•: under Section 174 of the Delaware General Corporation Law (governing distributions to stockholders); or
•: for any transaction from which the director derived any improper personal benefit.

However, in the event the Delaware General Corporation Law is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of our directors will be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended. Neither the amendment or repeal of this provision of our amended and restated certificate of incorporation, nor the adoption of any provision of our amended and restated certificate of incorporation which is inconsistent with this provision, shall eliminate or reduce the protection afforded by this provision with respect to any matter which occurred, or any suit or claim which, but for this provision would have accrued or arisen, prior to such amendment, repeal or adoption.

Our amended and restated certificate of incorporation also provides that we shall, to the fullest extent from time to time permitted by law, indemnify our directors and officers against all liabilities and expenses in any suit or proceeding, arising out of their status as an officer or director or their activities in these capacities. We shall also indemnify any person who, at our request, is or was serving as a director, officer or trustee of another corporation, joint venture, employee benefit plan trust or other enterprise.

The right to be indemnified shall include the right of an officer or a director to be paid expenses in advance of the final disposition of any proceeding, if we receive an undertaking to repay such amount if it shall be determined that he or she is not entitled to be indemnified.

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Our board of directors may take such action as it deems necessary to carry out these indemnification provisions, including adopting procedures for determining and enforcing indemnification rights and purchasing insurance policies. Our board of directors may also adopt bylaws, resolutions or contracts implementing indemnification arrangements as may be permitted by law. Neither the amendment or repeal of these indemnification provisions, nor the adoption of any provision of our amended and restated certificate of incorporation inconsistent with these indemnification provisions, shall eliminate or reduce any rights to indemnification relating to their status or any activities prior to such amendment, repeal or adoption.

We believe these provisions will assist in attracting and retaining qualified individuals to serve as directors.

Listing

Our shares of Class A common stock will not be listed for separate trading on the until a sufficient number of shares is held separately and not in the form of IDSs as may be necessary to satisfy any applicable requirements for separate trading on any exchange on which the IDSs are then trading. If more than such required number of our outstanding shares of Class A common stock are no longer held in the form of IDSs for a period of 30 consecutive trading days, we will apply to list the shares of our Class A common stock for separate trading on any exchange on which the IDSs are then trading. We will not list our shares of Class B common stock for trading on any exchange.

Transfer Agent and Registrar

The transfer agent and registrar for our Class A and Class B common stock is .

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DESCRIPTION OF THE SENIOR SUBORDINATED NOTES

We will issue the senior subordinated notes under an Indenture among Tabletop Holdings, Inc., certain of our subsidiaries, as guarantors, and , as trustee (the "Indenture"). The terms of the senior subordinated notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939.

Certain terms used in this description are defined under the subheading "—Certain Definitions." In this description, the words "Company," "we," "us" and "our" refer only to Tabletop Holdings, Inc. and not to any of its parents or subsidiaries, and the term "Merisant" refers only to Merisant Company and not to any of its parents or subsidiaries. The "Notes" refers to the senior subordinated notes offered hereby and any Additional Notes described below.

The following description is only a summary of the material provisions of the Indenture. We urge you to read the Indenture because it, not this description, defines your rights as holders of these Notes. A form of the Indenture will be filed as an exhibit to the registration statement of which this prospectus forms a part.

General

The Notes:

•: are unsecured senior subordinated obligations of the Company;
•: are subordinated in right of payment to all existing and future Senior Indebtedness of the Company;
•: are senior in right of payment to any future Subordinated Obligations of the Company; and
•: are guaranteed by each Guarantor on a senior subordinated basis.

The Indenture will provide for the issuance of an unlimited aggregate principal amount of additional senior subordinated notes having identical terms and conditions to the Notes offered hereby (other than issuance date) (the "Additional Notes"), subject to compliance with the covenants contained in the Indenture. Any Additional Notes will be part of the same series as the Notes offered hereby and will vote on all matters with the Notes offered hereby. The Additional Notes will be deemed to have the same accrued current period interest, deferred interest and defaults as the Notes that are being issued on the Issue Date and will be deemed to have expended Payment Blockage Periods, Acceleration Forbearance Periods and Interest Deferral Periods to the same extent as the Notes issued on the Issue Date.

The Notes will be issued only in fully-registered form, without coupons, and will be represented by one or more global notes which will be registered in the name of Cede & Co., the nominee of DTC. See "Description of Income Deposit Securities (IDSs)—Book-Entry Settlement and Clearance."

Terms of the Notes

Principal

We will issue $ of Notes on the Issue Date, of which $ of Notes will be represented by IDSs, and $ of Notes will be issued separately (not in the form of IDSs). If the Initial Issuance Over-allotment Option is exercised in full, we will issue $ of Additional Notes represented by IDSs. We may from time to time issue additional IDSs and separate Additional Notes (not in the form of IDSs), subject to compliance with the covenants contained in the Indenture.

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Maturity

The Notes will mature on , 2014. The Company may extend the maturity of the Notes for two successive five-year extension terms if, at the time of each such extension, the following conditions are satisfied:

•: the Company is entitled to Incur an additional $1.00 of Indebtedness pursuant to paragraph (a) of the covenant described under "—Certain Covenants—Limitation on Indebtedness";
•: no Default has occurred and is continuing with respect to the Notes; and
•: no default has occurred and is continuing with respect to any other Indebtedness of the Company or any Restricted Subsidiary or would occur as a result of such extension, including under any Designated Senior Indebtedness.

If the Company elects to extend the maturity of the Notes, the Company will cause a notice of such extension, including the new maturity date, to be sent to Holders at least 30 and not more than 60 days prior to the previously scheduled maturity date.

Interest

Interest on the Notes will accrue at the rate of % per annum and will be payable quarterly in arrears on , , and , commencing on , 2004. The Company will make each interest payment to the Holders of record on the immediately preceding , , and .

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 or provided for. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Interest Deferral

Prior to , 2009, the Company will be permitted, at its election, on one or more occasions to defer interest payments on the Notes (each an "Initial Interest Deferral Period") by delivering to the Trustee a copy of a resolution of the Company's Board of Directors to the effect that, based upon a good-faith determination of the Company's Board of Directors (which determination shall be final), such deferral is reasonably necessary for bona-fide cash management purposes, or to reduce the likelihood of or avoid a default under any Designated Senior Indebtedness; provided, however that (1) no such deferral may be commenced, and any on-going deferral shall cease, if a default in payment of interest, principal or premium, if any, on the Notes has occurred and is continuing, or another Event of Default with respect to the Notes has occurred and is continuing and the Notes have been accelerated as a result of the occurrence of such other Event of Default, and (2) interest payments on the Notes may not be deferred under this provision for more than eight quarters in the aggregate or beyond , 2009.

After , 2009 and prior to , 2014, the Company will be permitted, at its election, on one or more occasions to defer interest payments on the Notes (each a "Subsequent Interest Deferral Period") by delivering to the Trustee a copy of a resolution of the Company's Board of Directors to the effect that, based upon a good-faith determination of the Company's Board of Directors (which determination shall be final), such deferral is reasonably necessary for bona-fide cash management purposes, or to reduce the likelihood or avoid a default under any Designated Senior Indebtedness; provided, however that (1) no such deferral may be commenced, and any ongoing deferral shall cease, if a default in payment of interest, principal or premium, if any, on the Notes has occurred and is continuing, or another Event of Default with respect to the Notes has occurred and is continuing and the Notes have been accelerated as a result of the occurrence of such other Event of Default, and

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(2) interest payments on the Notes may not be deferred under this provision for more than three quarters in the aggregate or beyond , 2014.

If the Company extends the maturity of the Notes for one or both five-year extension terms pursuant to the terms of the Indenture, the Company will be permitted, at its election, on one or more occasions during each such five-year term to defer interest payments on the Notes (each also a "Subsequent Interest Deferral Period") by delivering to the Trustee a copy of a resolution of the Company's Board of Directors to the effect that, based upon a good-faith determination of the Company's Board of Directors (which determination shall be final), such deferral is reasonably necessary for bona-fide cash management purposes, or to reduce the likelihood of or avoid a default under any Designated Senior Indebtedness; provided, however that (1) no such deferral may be commenced, and any on-going deferral shall cease, if a default in payment of interest, principal or premium, if any, on the Notes has occurred and is continuing, or another Event of Default with respect to the Notes has occurred and is continuing and the Notes have been accelerated as a result of the occurrence of such other Event of Default, and (2) interest payments on the Notes may not be deferred under this provision for more than three quarters in the aggregate during each such five-year term or beyond the end of the applicable five-year term.

Deferred interest on the Notes will bear interest at a rate per annum of % compounded quarterly until paid in full. The Company will pay deferred interest and interest accrued thereon pursuant to the following:

•: for any Initial Interest Deferral Period, the Company must pay all deferred interest and all interest accrued thereon no later than , 2009;
•: for any Subsequent Interest Deferral Period prior to , 2014, the Company must pay all deferred interest and all interest accrued thereon no later than , 2014; and
•: for any Subsequent Interest Deferral Period during a five-year extension term, the Company must pay all deferred interest and all interest accrued thereon no later than the last day of such five-year term.

Notwithstanding the foregoing, the Company will be obligated to resume quarterly payments of interest on the Notes after the end of any Initial Interest Deferral Period or Subsequent Interest Deferral Period.

During any Interest Deferral Period and so long as any deferred interest or interest on deferred interest remains outstanding and has not been paid, the Company will not be permitted to make any payment of dividends on the Company's Capital Stock. See "—Certain Covenants—Limitation on Restricted Payments."

Optional Redemption

Except as set forth below, we will not be entitled to redeem the Notes at our option.

At any time prior , 2009, we will be entitled at our option to redeem all or a portion of the Notes upon not less than 30 nor more than 60 days' notice, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, the date of redemption (the "Redemption Date"), subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date.

On and after , 2009, we will be entitled at our option to redeem all or a portion of the Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices set forth below (expressed in percentages of principal amount on the Redemption Date), plus accrued interest to the Redemption Date (subject to the right of Holders of record on the relevant record date to receive

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interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on of the years set forth below:

Period	Redemption Price
2009		%
2010		%
2011		%
2012 and thereafter	100.000	%

If we are redeeming less than all the Notes at any time, the Trustee will select Notes on a pro rata basis, by lot or by such other method as the Trustee in its sole discretion shall deem to be fair and appropriate. Although it is not a provision of the Indenture, and therefore is subject to change without your consent, we have currently agreed to redeem the Notes only in whole, and not in part.

We will redeem Notes with a principal amount of $1,000 or less in whole and not in part. We will cause notices of redemption to 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.

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 thereof to be redeemed. We will issue a new Note in a principal amount equal to the unredeemed portion of the original Note in the name of the holder 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 will cease to accrue on Notes or portions of them called for redemption unless the Company defaults in making the redemption payment.

Any exercise by the Company of its option to redeem the Notes, in whole or in part, will result in the automatic separation of the IDSs into the shares of Class A common stock and Notes represented thereby.

Mandatory Redemption; Offers to Purchase; Open Market Purchases

We are not required to make any mandatory redemption or sinking fund payments with respect to the Notes. However, under certain circumstances, we may be required to offer to purchase Notes as described under the captions "—Certain Covenants—Change of Control" and "Certain Covenants—Limitation on Sales of Assets and Subsidiary Stock." Although it is not a provision of the Indenture, and therefore is subject to change without your consent, we have currently agreed not to purchase Notes in the open market or otherwise.

Guaranties

The Notes will be guaranteed by the Guarantors. On the Issue Date, the only Guarantors will be the Company's existing Domestic Subsidiaries. As more particularly described under the heading "—Certain Covenants—Guarantors" below, future Domestic Subsidiaries, and, in certain limited circumstances, certain other Subsidiaries of the Company, will be required to become Guarantors after the Issue Date.

The Guarantors will jointly and severally guarantee, on a senior subordinated basis, our obligations under these Notes. The obligations of each Guarantor under its Guaranty will be limited as necessary to minimize the probability of that Guaranty being deemed to constitute a fraudulent conveyance under applicable law. See "Risk Factors—If the guarantees of the senior subordinated notes are held to be invalid or unenforceable or are limited in accordance with their terms, the senior subordinated notes would be structurally subordinated to the debt of our subsidiaries."

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Each Guarantor that makes a payment under its Guaranty will be entitled upon payment in full of all guarantied obligations under the Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor's pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP.

If a Guaranty was rendered voidable, it could be subordinated by a court to all other indebtedness (including guarantees and other contingent liabilities) of the applicable Guarantor, and, depending on the amount of such indebtedness, a Guarantor's liability on its Guaranty could be reduced to zero. See "Risk Factors—If the guarantees of the senior subordinated notes are held to be invalid or unenforceable or are limited in accordance with their terms, the senior subordinated notes would be structurally subordinated to the debt of our subsidiaries."

The Guaranty of a Guarantor (other than Merisant and Merisant US, Inc.) will be automatically released:

(1): upon the sale or other disposition (including by way of consolidation or merger) of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or an Affiliate of the Company, if such sale or other disposition complies with the "Limitation on Sales of Assets and Subsidiary Stock" covenant of the Indenture;
(2): upon the sale or other disposition of all or substantially all the assets of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or an Affiliate of the Company, if such sale or other disposition complies with the "Limitation on Sales of Assets and Subsidiary Stock" covenant of the Indenture;
(3): if the Company designates that Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of the Indenture; or
(4): upon legal defeasance or covenant defeasance or satisfaction and discharge of the Indenture as provided below under the captions "—Defeasance" and "—Satisfaction and Discharge."

Ranking

Senior Indebtedness versus Notes and Guaranties

The payment of the principal of, premium, if any, and interest on the Notes and any other payment obligation of the Company in respect of the Notes (including any obligation to repurchase the Notes) and the payment of any Guaranty will be subordinated in right of payment to the prior payment in full of all Senior Indebtedness of the Company or the relevant Guarantor, as the case may be, including the obligations of the Company and such Guarantor under the Credit Agreement.

As of , 2004, after giving pro forma effect to the issuance of the IDSs, the incurrence of the Merisant Senior Debt, the borrowings under the Credit Agreement and the uses of proceeds therefrom, the Company's Senior Indebtedness would have been approximately $ million, and the Guarantors' Senior Indebtedness would have been approximately $ million.

Although the Indenture contains limitations on the amount of additional Indebtedness that the Company and any Guarantors may incur, under certain circumstances the amount of such Indebtedness could be substantial and, in any case, such Indebtedness may be Senior Indebtedness. See "—Certain Covenants—Limitation on Indebtedness."

Senior Subordinated Indebtedness and Subordinated Obligations versus Notes and Guaranties

Only Indebtedness of the Company or any Guarantor that is Senior Indebtedness will rank senior to the Notes and the relevant Guaranty in accordance with the provisions of the Indenture. The Notes

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and any Guaranty will in all respects rank pari passu with all other Senior Subordinated Indebtedness of the Company and any Guarantor, respectively, and will rank senior to any Subordinated Obligations.

As of , 2004, after giving pro forma effect to the issuance of the IDSs, the incurrence of the Merisant Senior Debt, the borrowings under the Credit Agreement and the uses of proceeds therefrom, the Company's and the Guarantors' Senior Subordinated Indebtedness would have been approximately $ million, consisting of the Notes and the Guaranties, and the Company and Guarantors would have had no Subordinated Obligations.

We and the Guarantors will agree in the Indenture that we and they will not Incur any Indebtedness if such Indebtedness is subordinate in right of payment to our Senior Indebtedness or the Senior Indebtedness of such Guarantor, unless such Indebtedness is Senior Subordinated Indebtedness of the applicable Person or is expressly subordinated in right of payment to Senior Subordinated Indebtedness of such Person. See "—Certain Covenants—Anti-Layering." The Indenture does not treat unsecured Indebtedness as subordinated to Secured Indebtedness merely because it is unsecured.

Liabilities of Non-Guarantor Subsidiaries versus Notes and Guaranties

We are a holding company, and we do not have any material assets or operations other than ownership of the Capital Stock of our Subsidiaries. All of our operations are conducted through our Subsidiaries. In general, our Domestic Subsidiaries (other than Receivables Subsidiaries and Unrestricted Subsidiaries, if any) will guarantee the Notes and our Foreign Subsidiaries will not guarantee the Notes. Claims of creditors of any non-guarantor Subsidiaries, including trade creditors and creditors holding indebtedness or guarantees issued by such non-guarantor Subsidiaries, and claims of preferred stockholders of such non-guarantor Subsidiaries generally will have priority with respect to the assets and earnings of such non-guarantor Subsidiaries over the claims of our creditors, including Holders of the Notes, even if such claims do not constitute Senior Indebtedness. Accordingly, the Notes and Guaranties will be effectively subordinated to creditors (including trade creditors) and preferred stockholders, if any, of such non-guarantor Subsidiaries.

As of , 2004, after giving pro forma effect to the issuance of the IDSs, the incurrence of the Merisant Senior Debt, the borrowings under the Credit Agreement and the uses of proceeds therefrom, the total liabilities of our non-guarantor Subsidiaries (other than liabilities owed to us or the Guarantors) would have been approximately $39.4 million, including trade payables. Although the Indenture limits the incurrence of Indebtedness and the issuance of preferred stock by our Restricted Subsidiaries, such limitation is subject to a number of significant qualifications. Moreover, the Indenture does not impose any limitation on the incurrence by such Subsidiaries of liabilities that are not considered Indebtedness under the Indenture. See "—Certain Covenants—Limitation on Indebtedness."

Payment of Notes

We are not permitted to pay principal of, premium, if any, or interest on the Notes or any other payment obligation of the Company in respect of the Notes (including any obligation to repurchase the Notes) or make any deposit pursuant to the provisions described under "—Defeasance" or "—Satisfaction and Discharge" below and may not purchase, redeem or otherwise retire any Notes (collectively, "pay the Notes") if either of the following occurs (a "Payment Default"):

(1): any portion of any Designated Senior Indebtedness of the Company is not paid in full in cash when due; or
(2): any other default on Designated Senior Indebtedness of the Company occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms;

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unless, in either case, the Payment Default has been cured or waived and any such acceleration has been rescinded or such Designated Senior Indebtedness has been paid in full in cash. Regardless of the foregoing, we are permitted to pay the Notes if we and the Trustee receive written notice approving such payment from the Representatives of all Designated Senior Indebtedness with respect to which the Payment Default has occurred and is continuing.

During the continuance of any default (other than a Payment Default) with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be accelerated without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, we are not permitted to pay the Notes for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to us) of a written notice (a "Blockage Notice") of such default from the Representative of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter. The Payment Blockage Period will end earlier if such Payment Blockage Period is terminated:

(1): by written notice to the Trustee and us from the Person or Persons who gave such Blockage Notice;
(2): because the default giving rise to such Blockage Notice is cured, waived or otherwise no longer continuing; or
(3): because such Designated Senior Indebtedness has been discharged or repaid in full in cash.

Notwithstanding the provisions described above, unless the holders of such Designated Senior Indebtedness or the Representative of such Designated Senior Indebtedness have accelerated the maturity of such Designated Senior Indebtedness, we are permitted to resume paying the Notes after the end of such Payment Blockage Period. The Notes shall not be subject to more than one Payment Blockage Period in any consecutive 360-day period irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period, except that if any Blockage Notice is delivered to the Trustee by or on behalf of holders of Designated Senior Indebtedness (other than holders of the Bank Indebtedness), a Representative of holders of Bank Indebtedness may give another Blockage Notice within such period. However, in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any consecutive 360-day period, and there must be 181 days during any consecutive 360-day period during which no Payment Blockage Period is in effect.

Upon any payment or distribution of the assets of the Company upon a total or partial liquidation or dissolution or reorganization of or similar proceeding relating to the Company or its property:

(1): the holders of Senior Indebtedness of the Company will be entitled to receive payment in full in cash of such Senior Indebtedness before the holders of the Notes are entitled to receive any payment; and
(2): until the Senior Indebtedness of the Company is paid in full in cash, any payment or distribution to which holders of the Notes would be entitled but for the subordination provisions of the Indenture will be made to holders of such Senior Indebtedness as their interests may appear,

except that holders of Notes may receive certain Capital Stock and subordinated debt obligations.

If a payment or distribution is made to holders of the Notes that, due to the subordination provisions, should not have been made to them, such holders of the Notes are required to hold it in trust for the holders of Senior Indebtedness of the Company and pay it over to them as their interests may appear.

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If payment of the Notes is accelerated because of an Event of Default, the Company or the Trustee must promptly notify the holders of Designated Senior Indebtedness or the Representative of such Designated Senior Indebtedness of the acceleration.

A Guarantor's obligations under its Guaranty are senior subordinated obligations. As such, the rights of Noteholders to receive payment by a Guarantor pursuant to its Guaranty are subordinated in right of payment to the rights of holders of Senior Indebtedness of such Guarantor. The terms of the subordination provisions described above with respect to the Company's obligations under the Notes apply equally to any Guarantor and the obligations of such Guarantor under its Guaranty.

By reason of the subordination provisions contained in the Indenture, in the event of a liquidation or insolvency proceeding, creditors of the Company or any Guarantor who are holders of Senior Indebtedness of the Company or such Guarantor, as the case may be, may recover more, ratably, than the holders of the Notes, and creditors who are not holders of Senior Indebtedness may recover less, ratably, than holders of Senior Indebtedness and may recover more, ratably, than the holders of the Notes.

The terms of the subordination provisions described above will not apply to payments from money or the proceeds of U.S. Government Obligations held in trust by the Trustee for the payment of principal of and interest on the Notes pursuant to the provisions described under "—Defeasance" or "—Satisfaction and Discharge."

Acceleration Forbearance Period

Until the earlier of (a) the date on which no Designated Senior Indebtedness of the Company or any Guarantor (including any Guarantee of Designated Senior Indebtedness) shall be outstanding and (b) , 2009, if an Event of Default (other than an Event of Default described in clause (7) of the first paragraph under "—Defaults") has occurred and is continuing, without in any way limiting the right of any holder to exercise any other remedy such holder may have (including the right to bring suit against the Company for payment of any and all amounts of principal, premium and interest due and payable), the principal of all the Notes may not be declared to be due and payable until the Acceleration Forbearance Period has expired. "Acceleration Forbearance Period" means the period commencing on the date when the Trustee or the holders of at least 25% in principal amount of the Notes outstanding provide the Company with a notice of acceleration and expiring on the earliest of the date on which (1) 90 days shall have elapsed following the commencement of such Acceleration Forbearance Period, (2) any Designated Senior Indebtedness of the Company or any Guarantor shall be due and payable in full, or shall have been declared to be due in full, or there shall have been a demand for payment in full thereof, or any enforcement or collection action shall have been commenced with respect thereto, (3) holders of any Indebtedness of the Company exceeding $10.0 million in the aggregate shall have commenced any enforcement or collection action with respect to such Indebtedness and (4) an Event of Default described in clause (7) of the first paragraph under "—Defaults" shall have occurred; provided, however, that in the event that there has been any prior Acceleration Forbearance Period in the immediately preceding twelve-month period, the duration of the Acceleration Forbearance Period will be automatically reduced by the cumulative duration of all prior Acceleration Forbearance Periods that occurred during the twelve-month period (it being understood that the Acceleration Forbearance Period may terminate immediately after commencing pursuant to this proviso). For the avoidance of doubt, the provisions set forth above shall not prevent the holders or the Trustee from receiving payments on the Notes when due or exercising any other remedies under the Indenture while an Acceleration Forbearance Period is in effect.

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Covenants Relating to IDSs

Recombination of Notes and Common Stock into IDSs.

The Indenture will provide that, unless the IDSs have previously been automatically separated as a result of a payment default, default on the senior subordinated notes for 90 days, or a repurchase, redemption or maturity of the senior subordinated notes, any holder of shares of our Class A common stock and senior subordinated notes may, at any time, through his or her broker or other financial institution, recombine the applicable number of shares of Class A common stock and principal amount of senior subordinated notes to form IDSs.

Procedures Relating to Subsequent Issuance.

The Indenture will provide that, in the event there is a subsequent issuance of Additional Notes, each holder of the Notes or the IDSs (as the case may be) agrees that a portion of such holder's Notes (whether held directly in book-entry form or held as part of IDSs) may be exchanged, without any further action of such holder, for a portion of the Additional Notes purchased by the holders of such Additional Notes, such that following any such additional issuance and exchange each holder of the Notes or the IDSs (as the case may be) owns an indivisible unit composed of the Notes and Additional Notes of each issuance in the same proportion as each other holder, and the records of DTC and the Trustee will be revised to reflect each such exchange without any further action of such holder. The aggregate principal amount of the Notes owned by each holder will not change as a result of such exchange. See "Material U.S. Federal Income Tax Considerations—Senior Subordinated Notes—Exchange Rights and Additional Issuances." There is a possibility that holders of subsequently issued Notes having original issue discount (including holders who acquired such Notes as a result of an automatic exchange as described in this paragraph) may not be able to collect the unamortized portion of the original issue discount in the event of an acceleration of the Notes or bankruptcy of the Company as described under "Risk Factors—Subsequent issuances of senior subordinated notes may cause you to recognize OID and subject you to other adverse consequences." Any such automatic exchange should not impair the rights any holder would otherwise have to assert a claim against us or the underwriters, with respect to the full amount of Notes purchased by such holder.

Certain Covenants

The Indenture contains covenants including, among others, those summarized below:

Change of Control

Upon the occurrence of any of the following events (each a "Change of Control"), if the Company has not exercised its right to redeem all the Notes, each Holder shall have the right to require that the Company repurchase such Holder's Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date):

(1): any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than one or more Permitted Holders, is or becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of this clause (1) such person shall be deemed to have "beneficial ownership" of all shares that any such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50% of the total voting power of the Voting Stock of the Company;

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(2): individuals who on the Issue Date constituted the Board of Directors of the Company (together with any new directors whose election by such Board of Directors or whose nomination for election by the shareholders of the Company was approved by a vote of a majority of the directors of the Company then still in office who were either directors on the Issue Date or whose election or nomination for election was previously so approved or whose election was approved by the Permitted Holders) cease for any reason to constitute a majority of the Board of Directors of the Company then in office;
(3): the adoption of a plan relating to the liquidation or dissolution of the Company; or
(4): the merger or consolidation of the Company with or into another Person or the merger of another Person with or into the Company, or the sale of all or substantially all the assets of the Company (determined on a consolidated basis) to another Person (other than, in all such cases, a Person that is controlled by the Permitted Holders), other than a transaction following which (A) in the case of a merger or consolidation transaction, holders of securities that represented 100% of the Voting Stock of the Company immediately prior to such transaction (or other securities into which such securities are converted as part of such merger or consolidation transaction) own directly or indirectly at least a majority of the voting power of the Voting Stock of the surviving Person in such merger or consolidation transaction immediately after such transaction and in substantially the same proportion as before the transaction and (B) in the case of a sale of assets transaction, the transferee Person becomes the obligor in respect of the Notes and a Subsidiary of the transferor of such assets; provided, however, that it shall not constitute a Change of Control under this clause (4) if, after giving effect to such transaction, the Permitted Holders beneficially own (as defined in clause (1) above) a majority or more of the total voting power of the Voting Stock of the surviving Person in such transaction immediately after such transaction.

If the Company has not mailed notice to the Holders that it elects to exercise its right to redeem all the Notes, within 30 days following any Change of Control, we will mail a notice to each Holder with a copy to the Trustee (the "Change of Control Offer") stating:

(1): that a Change of Control has occurred and that such Holder has the right to require us to purchase such Holder's Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest on the relevant interest payment date);
(2): the circumstances and relevant facts regarding such Change of Control (including information with respect to pro forma historical income, cash flow and capitalization, in each case after giving effect to such Change of Control);
(3): the purchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed);
(4): the instructions, as determined by us, consistent with the covenant described hereunder, that a Holder must follow in order to have its Notes purchased; and
(5): that the Company has the option to redeem any Notes not purchased in the Change of Control Offer, and setting forth the applicable redemption price or the formula used to determine the applicable redemption price.

The Credit Agreement may limit our ability to purchase Notes, and may also provide that the occurrence of certain change of control events with respect to the Company would constitute a default thereunder. In the event that at the time of a Change in Control, the terms of the Credit Agreement or any other Credit Facility prohibit the Company from making a Change of Control Offer or from

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purchasing the Notes pursuant thereto, prior to the mailing of the notice to Noteholders described in the preceding paragraph, but in any event within 30 days following any Change of Control, the Company covenants to:

(1): repay in full all Indebtedness outstanding under the relevant Credit Facility; or
(2): obtain the requisite consent under the relevant Credit Facility to permit the purchase of the Notes as described above.

The Company must first comply with the covenant described above before it will be required to purchase Notes in the event of a Change of Control, provided, however, that the Company's failure to comply with the covenant described in the preceding sentence or to make a Change of Control Offer because of any such failure shall constitute a default described in clause (4) under "—Defaults" below (and not under clause (2) thereof). As a result of the foregoing, a holder of the Notes may not be able to compel the Company to purchase the Notes unless the Company is able at the time to refinance all Indebtedness outstanding under the Credit Facilities or obtain requisite consents under the Credit Facilities.

We will not be required to make a Change of Control Offer following 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 us and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.

We will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the covenant described hereunder, we will comply with the applicable securities laws and regulations and shall not be deemed to have breached our obligations under the covenant described hereunder by virtue of our compliance with such securities laws or regulations.

The Change of Control purchase feature of the Notes may in certain circumstances make more difficult or discourage a sale or takeover of the Company and, thus, the removal of incumbent management. The Change of Control purchase feature is a result of negotiations between the Company and the underwriters. The Company has no present intention to engage in a transaction involving a Change of Control, although it is possible that we could decide to do so in the future. Subject to the limitations discussed below, we could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the Indenture, but that could increase the amount of indebtedness outstanding at such time or otherwise affect our capital structure or credit ratings. Restrictions on our ability to Incur additional Indebtedness are contained in the covenants described under "—Certain Covenants—Limitation on Indebtedness." Such restrictions can be waived with the consent of the Holders of a majority in principal amount of the Notes then outstanding. Accordingly, the Indenture may not afford holders of the Notes protection in the event of a highly leveraged transaction.

Future indebtedness that we may incur may contain prohibitions on the occurrence of certain events that would constitute a Change of Control or require the repurchase of such indebtedness upon a Change of Control. Moreover, the exercise by the holders of their right to require us to repurchase the Notes could cause a default under such indebtedness, even if the Change of Control itself does not, due to the financial effect of such repurchase on us. Finally, our ability to pay cash to the holders of Notes following the occurrence of a Change of Control may be limited by our then existing financial resources. There can be no assurance that sufficient funds will be available when necessary to make any required repurchases.

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The definition of "Change of Control" includes a disposition of all or substantially all of the assets of the Company to any Person. 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, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve a disposition of "all or substantially all" assets. As a result, it may be unclear as to whether a Change of Control has occurred and whether a holder of Notes may require the Company to make an offer to repurchase the Notes as described above.

The provisions under the Indenture relative to our obligation to make an offer to repurchase the Notes as a result of a Change of Control may be waived or modified with the written consent of the holders of a majority in principal amount of the Notes.

Limitation on Restricted Payments

(a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, make a Restricted Payment if at the time the Company or such Restricted Subsidiary makes such Restricted Payment:

(1)

a Default shall have occurred and be continuing (or would result therefrom);

(2)

the Company is not entitled to Incur an additional $1.00 of Indebtedness pursuant to paragraph (a) of the covenant described under "—Limitation on Indebtedness"; or

(3)

the aggregate amount of such Restricted Payment and all other Restricted Payments since the Issue Date made pursuant to this subparagraph (a)(3) and all Restricted Payments since the Issue Date made pursuant to subparagraphs (b)(3), (b)(4), (b)(5), (b)(6), (b)(9) and (b)(10) below would exceed the sum of (without duplication):

(A): 50% of the Consolidated Net Income of the Company accrued during the period (treated as one accounting period) from the beginning of the fiscal quarter immediately following the fiscal quarter during which the Issue Date occurs to the end of the most recent fiscal quarter ending at least 45 days prior to the date of such Restricted Payment (or, in case such Consolidated Net Income shall be a deficit, minus 100% of such deficit); plus
(B): 100% of the aggregate Net Cash Proceeds received by the Company from the issuance or sale of its Capital Stock (other than Disqualified Stock) subsequent to the Issue Date (other than (i) an issuance or sale to a Subsidiary of the Company, (ii) an issuance or sale to an ESOP, or (iii) an issuance or sale pursuant to the exercise of the Initial Issuance Over-allotment Option) and 100% of any cash capital contribution received by the Company from its shareholders subsequent to the Issue Date; plus
(C): the amount by which Indebtedness of the Company is reduced on the Company's balance sheet upon the conversion or exchange (other than by a Subsidiary of the Company) subsequent to the Issue Date of any Indebtedness of the Company convertible or exchangeable for Capital Stock (other than Disqualified Stock) of the Company (less the amount of any cash, or the fair value of any other property, distributed by the Company upon such conversion or exchange); plus
(D): an amount equal to the sum of (x) the net reduction in the Investments (other than Permitted Investments) made by the Company or any Restricted Subsidiary in any Person resulting from repurchases, repayments or redemptions of such Investments by such Person, proceeds realized on the sale of such Investment and proceeds representing the return of capital (excluding amounts that contribute to Consolidated Net Income), in each case received by the Company or any Guarantor, and (y) the portion (proportionate to the Company's equity interest in such Subsidiary) of the fair market value of the net

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assets of an Unrestricted Subsidiary at the time such Unrestricted Subsidiary is designated a Restricted Subsidiary; provided, however, that the foregoing sum shall not exceed, in the case of any such Person or Unrestricted Subsidiary, the amount of Investments (excluding Permitted Investments) previously made (and treated as a Restricted Payment) by the Company or any Restricted Subsidiary in such Person or Unrestricted Subsidiary;

but in no event shall the sum under this subparagraph (a)(3) increase as the result of any action or occurrence under paragraph (b) below.

(b) The preceding provisions will not prohibit the following Restricted Payments (but in the case of subparagraphs (b)(3) through (b)(10) below, only if no Default has occurred and is continuing or would result therefrom):

(1): any Restricted Payment made out of the Net Cash Proceeds of the substantially concurrent issuance or sale of, or made by conversion into or exchange for, Capital Stock of the Company (other than Disqualified Stock and other than Capital Stock issued or sold to a Subsidiary of the Company or an ESOP) or a substantially concurrent cash capital contribution received by the Company from one or more of its shareholders;
(2): any purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Obligations of the Company or a Guarantor made by exchange for, or out of the proceeds of the substantially concurrent Issuance or sale of, Indebtedness which is permitted to be Incurred pursuant to the covenant described under "—Limitation on Indebtedness";
(3): dividends paid within 60 days after the date of declaration thereof if at such date of declaration such dividend would have complied with this covenant (such dividend being included in the calculation set forth in subparagraph (a)(3) above at the time of declaration);
(4): the purchase, redemption or other acquisition or retirement for value of shares of Capital Stock of the Company or any of its Subsidiaries from employees, former employees, directors or former directors of the Company or any of its Subsidiaries (or permitted transferees of such employees, former employees, directors or former directors), pursuant to the terms of the agreements (including employment agreements) or plans (or amendments thereto) approved by the Board of Directors of the Company under which such individuals purchase or sell or are granted the option to purchase or sell, shares of such Capital Stock; provided, however, that the aggregate amount of such purchases, redemptions and other acquisitions or retirements shall not exceed the lesser of (A) the sum of (i) $1.5 million multiplied by the number of calendar years that have commenced since the Issue Date, plus (ii) $0.75 million, and (B) $5.0 million;
(5): the declaration and payment of dividends on outstanding shares of Class A common stock (whether represented by outstanding IDSs or otherwise) and Class B common stock, up to a maximum aggregate amount for all such dividends under this subparagraph (b)(5) in any fiscal quarter not to exceed the Quarterly Base Dividend Level;
(6): other Restricted Payments in an aggregate amount not to exceed the Base Dividend Restricted Payments Basket;
(7): the repurchases of shares of Class B common stock on the Issue Date, and, if applicable, on the closing date of the Initial Issuance Over-allotment Option;
(8): if the Conversion Conditions are satisfied at such time, the purchase, redemption or other acquisition of shares of Class B common stock in exchange for, or upon conversion into, IDSs or Notes and shares of Class A common stock;

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(9): make cash payments to holders of Capital Stock of the Company in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of the Company; and
(10): Restricted Payments in an aggregate amount which, when taken together with all other Restricted Payments made pursuant to this clause (10) and then outstanding, do not exceed $ million.

(c) The amount of all Restricted Payments (other than cash) shall be the fair market value on the date of the Restricted Payment of the assets proposed to be transferred by the Company or such Restricted Subsidiary, as the case may be, in accordance with the Restricted Payment. The fair market value of any non-cash Restricted Payment shall be determined in good faith by an executive officer of the Company (if such fair market value is less than $1.0 million), or by the Board of Directors (in all other cases), in each case pursuant to an Officers' Certificate delivered to the Trustee.

(d) Notwithstanding the foregoing provisions of this covenant:

(1) if the Consolidated Coverage Ratio is less than to 1, the Company may not declare or pay any dividends on its common stock, other than, subject to subparagraph (d)(2) below, dividends in an aggregate amount after the Issue Date not to exceed $ million; and

(2) if at any time (A) a default in payment of interest, principal or premium, if any, on the Notes has occurred and is continuing (including a default resulting from failure to pay principal following acceleration), (B) any deferred interest or interest on deferred interest remains outstanding and has not been paid, or (C) an Interest Deferral Period has occurred and is continuing, then, regardless of the Consolidated Coverage Ratio, the Company may not declare or pay any dividends on its Capital Stock.

Limitation on Indebtedness

(a) The Company shall not, and shall not permit any Restricted Subsidiary to, Incur, directly or indirectly, any Indebtedness; provided, however, that the Company and the Guarantors will be entitled to Incur Indebtedness if, on the date of such Incurrence and after giving effect thereto on a pro forma basis, no Default has occurred and is continuing and the Consolidated Coverage Ratio exceeds 2.0 to 1.

(b) Notwithstanding the foregoing paragraph (a), the Company and its Restricted Subsidiaries shall be entitled to Incur any or all of the following Indebtedness:

(1): Indebtedness Incurred pursuant to Credit Facilities; provided, however, that (A) 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 $ million, and (B) such amount specified in clause (1)(A) shall be reduced to the extent of any reduction or elimination of any commitment under any Credit Facility or, without duplication, any permanent repayment of principal of Indebtedness under any Credit Facility, in each case resulting from or relating to the formation of any Receivables Subsidiary or the consummation of any Qualified Receivables Transaction and shall thereafter be increased to the extent of any subsequent increase in the commitment under any Credit Facility resulting from or relating to the termination of any Qualified Receivables Transaction or the elimination of any Receivables Subsidiary (but in no event may such amount exceed the amount specified in clause (1)(A));
(2): Indebtedness owed to and held by the Company or a Wholly Controlled Subsidiary; provided, however, that (A) any subsequent issuance or transfer of any Capital Stock which results in any such Wholly Controlled Subsidiary ceasing to be a Wholly Controlled Subsidiary or any subsequent transfer of such Indebtedness (other than to the Company or a Wholly Controlled Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such Indebtedness

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by the obligor thereon and (B) if the Company or a Guarantor is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to the prior payment in full in cash of all obligations with respect to the Notes or such Guarantor's Guaranty;

(3): the Notes (including Additional Notes constituting part of IDSs issued upon exercise of the Initial Issuance Over-allotment Option, but excluding all other Additional Notes) and any Guaranties;
(4): Indebtedness outstanding on the Issue Date or described in the Prospectus and Incurred on the Issue Date (other than Indebtedness described in clause (1), (2) or (3) of this paragraph (b));
(5): Indebtedness of a Restricted Subsidiary Incurred and outstanding on or prior to the date on which such Subsidiary was acquired by the Company (other than Indebtedness Incurred in connection with, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company); provided, however, that on the date of such acquisition and after giving pro forma effect thereto, the Company would have been able to Incur at least $1.00 of additional Indebtedness pursuant to paragraph (a) of this covenant;
(6): Refinancing Indebtedness in respect of Indebtedness Incurred pursuant to paragraph (a) or pursuant to clause (3), (4) or (5) or this clause (6); provided, however, that to the extent such Refinancing Indebtedness directly or indirectly Refinances Indebtedness of a Subsidiary Incurred pursuant to clause (5), such Refinancing Indebtedness shall be Incurred only by such Subsidiary;
(7): Hedging Obligations consisting of (A) Interest Rate Agreements directly related to Indebtedness of the Company and its Restricted Subsidiaries, and (B) Currency Agreements directly related to the revenues or expenses of the Company and its Restricted Subsidiaries;
(8): obligations in respect of performance, bid and surety bonds and completion guarantees provided by the Company or any Restricted Subsidiary in the ordinary course of business;
(9): Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within two Business Days of its Incurrence;
(10): Indebtedness consisting of any Guarantee by the Company or any Guarantor of Indebtedness of the Company or any of its Restricted Subsidiaries outstanding on the Issue Date or described in the Prospectus and Incurred on the Issue Date or permitted by the Indenture to be Incurred by the Company or any of its Restricted Subsidiaries (other than Indebtedness Incurred pursuant to clause (6) (to the extent of the limitation therein) or clause (12));
(11): Indebtedness (including Capital Lease Obligations) Incurred by the Company or any of its Restricted Subsidiaries to finance the purchase, lease, construction or improvement of property (real or personal) or equipment (whether through the direct purchase of assets or the purchase of Capital Stock of any Person owning such assets), and any Refinancing Indebtedness Incurred to Refinance such Indebtedness, in an aggregate principal amount which, when taken together with all other Indebtedness Incurred pursuant to this clause (11) and then outstanding, does not exceed $2.0 million;
(12): Indebtedness of a Receivables Subsidiary Incurred pursuant to a Qualified Receivables Transaction;

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(13): Indebtedness consisting of indemnification, adjustment of purchase price, earn-out or similar obligations (other than Guarantees of Indebtedness), in each case incurred in connection with the acquisition or disposition of assets;
(14): Indebtedness of the Company or any of its Restricted Subsidiaries in an aggregate principal amount which, when taken together with all other Indebtedness of the Company and its Restricted Subsidiaries outstanding under this clause (14) does not exceed the greater of (A) $15.0 million, and (B) 5% of Consolidated Tangible Assets;
(15): if the Conversion Conditions are satisfied at such time, Indebtedness represented by the issuance of Additional Notes in connection with the exchange or conversion of shares of Class B common stock for or into IDSs or Notes and shares of Class A common stock;
(16): if, at the time of an issuance of IDSs issued after the Issue Date (other than IDSs issued upon exercise of the Initial Issuance Over-allotment Option), (A) no default in the payment of interest, principal or premium, if any, on the Notes has occurred and is continuing (including a default resulting from failure to pay principal following acceleration), (B) no deferred interest or interest on deferred interest remains outstanding and unpaid, and (C) no Interest Deferral Period has occurred and is continuing, Indebtedness represented by Additional Notes (including Additional Notes constituting part of such IDSs) issued as part of or concurrently with such issuance by the Company of IDSs to the extent that the ratio of the principal amount of such Additional Notes to the number of shares of Class A common stock included in such IDSs does not exceed the corresponding ratio of principal amount of Notes (including Notes constituting part of IDSs) to shares of Class A common stock with respect to the IDSs outstanding immediately prior to such issuance;
(17): Indebtedness of the Company and its Restricted Subsidiaries Incurred to finance (A) the acquisition (including without limitation by way of merger or consolidation) of any Person the primary business of which is a Related Business if, as a result of such acquisition, such Person becomes a Wholly Controlled Subsidiary, or (B) the acquisition of assets useful in a Related Business and constituting a business unit or division of a Person, in each case to the extent that the aggregate principal amount of all such Indebtedness Incurred after the Issue Date pursuant to this clause (17) does not exceed $ million; and
(18): Attributable Debt of a Guarantor in respect of one Sale/Leaseback Transaction consummated after the Issue Date if (A) the amount of such Attributable Debt does not exceed the lesser of (i) $30.0 million and (ii) the fair market value of the assets sold as part of such Sale/Leaseback Transaction, (B) such Sale/Leaseback Transaction is consummated in accordance with the covenants described under "—Limitation on Liens" and "—Limitation on Sales of Assets and Subsidiary Stock" and (C) the Net Available Cash resulting from such Sale/Leaseback Transaction is subsequently applied as required by the covenant described under "—Limitation on Sales of Assets and Subsidiary Stock."

(c) Notwithstanding the foregoing, the Company shall not, and shall not permit any Guarantor to, Incur any Indebtedness pursuant to the foregoing paragraph (b) if the proceeds thereof are used, directly or indirectly, to Refinance (1) any Subordinated Obligations of the Company or any Guarantor unless such new Indebtedness shall be subordinated to the Notes or the applicable Guaranty to at least the same extent as such Subordinated Obligations or (2) any Senior Subordinated Indebtedness unless such new Indebtedness shall be Senior Subordinated Indebtedness or Subordinated Obligations.

(d) For purposes of determining compliance with this covenant, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Indebtedness described in paragraphs (a) and (b) above, (1) the Company, in its sole discretion, is entitled to classify such item of Indebtedness at the time of Incurrence, in any manner in compliance with this covenant, (2) the

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Company will only be required to include the amount and type of such Indebtedness in one of the above categories and (3) the Company will be entitled to divide and classify an item of Indebtedness in more than one of the categories of Indebtedness described above. Notwithstanding the first sentence of this paragraph (d), all Bank Indebtedness outstanding on the Issue Date will be deemed to have been Incurred under subparagraph (b)(1) above. For purposes of determining compliance with subparagraphs (b)(1) and (b)(14) of this covenant, Indebtedness Incurred in a currency other than U.S. dollars shall at all times be deemed to be outstanding in U.S. dollars calculated at an exchange rate equal to the applicable exchange rate at the time of the Incurrence of such non-U.S. dollar Indebtedness (or, in the case of revolving Indebtedness, at the time of the most recent Incurrence of any Indebtedness under such revolving credit facility).

(e) Notwithstanding paragraphs (a) and (b) above, the Company shall not, and shall not permit any of its Restricted Subsidiaries to, Incur any Indebtedness, unless such Indebtedness is Incurred in compliance with the covenants described under "—Limitation on Liens," "—Anti-Layering" and "—Guarantors."

Limitation on Liens

The Company shall not, and shall not permit any Guarantor to, directly or indirectly, create, incur, assume or suffer to exist or become effective any Lien securing Indebtedness of any kind (other than Senior Indebtedness) on or with respect to any of its assets, whether owned at the Issue Date or thereafter acquired, unless (a) in the case of any Lien securing Subordinated Obligations, the Notes (or the appropriate Guaranty) are secured by a Lien on such assets that is senior in priority to such Lien and (b) in the case of any other Lien, the Notes (or the appropriate Guaranty) are either secured equally and ratably with such Indebtedness or are secured by a Lien on such assets that is senior in priority to such Lien.

Anti-Layering

The Company shall not, and shall not permit any Guarantor to, Incur any Indebtedness if such Indebtedness is subordinate in right of payment to any Senior Indebtedness of such Person, unless such Indebtedness is Senior Subordinated Indebtedness or is expressly subordinated in right of payment to Senior Subordinated Indebtedness of such Person. Indebtedness shall not be deemed to be subordinate in right of payment to other Indebtedness solely as a result of being unsecured.

Limitation on Restrictions on Distributions from Restricted Subsidiaries

The Company shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary or pay any Indebtedness owed to the Company or a Restricted Subsidiary, (b) make any loans or advances to the Company or a Restricted Subsidiary or (c) transfer any of its property or assets to the Company or a Restricted Subsidiary, except:

(1)

with respect to clauses (a), (b) and (c),

(A): any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date;
(B): any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such date;

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(C): any encumbrance or restriction pursuant to an agreement effecting an amendment, modification, restatement, renewal, replacement or Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (1)(A) or (1)(B) of this covenant or this clause (1)(C) or contained in any amendment to an agreement referred to in clause (1)(A) or (1)(B) of this covenant or this clause (1)(C); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment, taken as a whole, are no less favorable to the Noteholders than encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements;
(D): any encumbrance or restriction arising under any applicable law, rule, regulation or order;
(E): any encumbrance or restriction that (i) arises pursuant to the terms of any agreement entered into in connection with any Qualified Receivables Transaction and (ii) applies only to a Receivables Subsidiary; and
(F): any encumbrance or restriction if (i) such encumbrance or restriction is set forth in the documentation governing a Credit Linked Hedge, (ii) such encumbrance or restriction is not less favorable to the Noteholders than the corresponding encumbrance or restriction set forth in the Credit Facility related to such Credit Linked Hedge, and (iii) the corresponding encumbrance or restriction set forth in such Credit Facility is permitted under this covenant; and

(2)

with respect to clause (c) only,

(A): any encumbrance or restriction consisting of a customary nonassignment provision in a lease, license or similar ordinary course of business agreement;
(B): any restriction contained in a security agreement or mortgage securing Indebtedness of a Restricted Subsidiary to the extent such restriction restricts the transfer of the property subject to such security agreement or mortgage; and
(C): any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition.

Limitation on Sales of Assets and Subsidiary Stock

(a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition unless:

(1)

the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (including as to the value of all non-cash consideration), as determined in good faith by an executive officer of the Company (if such fair market value is less than $1.0 million) or by the Board of Directors (in all other cases), of the shares and assets subject to such Asset Disposition;

(2)

at least 75% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents; and

(3)

an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be)

(A): to the extent the Company elects (or is required by the terms of any Indebtedness), to prepay, repay, purchase, repurchase, redeem, defease or otherwise acquire or retire for value Senior Indebtedness of the Company or any Guarantor or Indebtedness of a Wholly Controlled Subsidiary that is not a Guarantor (in each case other than

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Indebtedness owed to the Company or an Affiliate of the Company) from time to time within 360 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash;

(B): to the extent the Company elects, to acquire Additional Assets from time to time within 360 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and
(C): to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the holders of the Notes (and to holders of other Senior Subordinated Indebtedness of the Company and the Guarantors designated by the Company) to purchase Notes (and such other Senior Subordinated Indebtedness of the Company and the Guarantors) pursuant to and subject to the conditions contained in the Indenture;

provided, however, that in connection with any prepayment, repayment, purchase, repurchase, redemption, defeasance or other acquisition of Indebtedness pursuant to clause (A) or (C) above, the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased.

Notwithstanding the foregoing provisions of this covenant, the Company and the Restricted Subsidiaries will not be required to apply any Net Available Cash in accordance with this covenant except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this covenant exceeds $10.0 million. Pending application of Net Available Cash pursuant to this covenant, such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtedness.

For the purposes of paragraph (a)(2) of this covenant, the following are deemed to be cash or cash equivalents:

(1): the assumption of Senior Indebtedness of the Company or any Guarantor or Indebtedness of any Wholly Controlled Subsidiary that is not a Guarantor (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition; and
(2): securities received by the Company or any Restricted Subsidiary from the transferee that are promptly converted by the Company or such Restricted Subsidiary into cash.

(b) In the event of an Asset Disposition that requires the purchase of Notes (and other Senior Subordinated Indebtedness of the Company) pursuant to clause (a)(3)(C) above, the Company shall make such offer to purchase Notes on or before the 361st day after the date of such Asset Disposition, and shall purchase Notes tendered pursuant to an offer by the Company for the Notes (and such other Senior Subordinated Indebtedness of the Company) at a purchase price of 100% of the principal amount thereof on the date of purchase (or, in the case of other Senior Subordinated Indebtedness of the Company, 100% of the principal amount or accreted value thereof, as appropriate) without premium, plus accrued but unpaid interest (or, in respect of such other Senior Subordinated Indebtedness of the Company, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Indebtedness of the Company) in accordance with the procedures (including prorating in the event of oversubscription) set forth in the Indenture. If the aggregate purchase price of the Notes and other Senior Subordinated Indebtedness tendered exceeds the Net Available Cash allotted to their purchase, the Company shall select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes will be denominations of $1,000 principal

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amount or multiples thereof. The Company shall not be required to make such an offer to purchase Notes (and other Senior Subordinated Indebtedness of the Company) pursuant to this covenant if the Net Available Cash available therefor is less than $10.0 million (which lesser amount shall be carried forward for purposes of determining whether such an offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of any application of Net Available Cash in accordance with the foregoing provisions of clause (a) (3) of this covenant, the amount of Net Available Cash shall be reset at zero.

(c) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this covenant. To the extent that the provisions of any securities laws or regulations conflict with provisions of this covenant, the Company shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this covenant by virtue of its compliance with such securities laws or regulations.

The provisions under the Indenture relative to our obligation to make an offer to purchase the Notes as a result of an Asset Disposition may be waived or modified with the written consent of the holders of a majority in principal amount of the Notes.

Limitation on Affiliate Transactions

(a) The Company shall not, and shall not permit any Restricted Subsidiary to, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, employee compensation arrangements or the rendering of any service) with, or for the benefit of, any Affiliate of the Company (an "Affiliate Transaction") unless:

(1): the terms of the Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary than those that could be obtained at the time of the Affiliate Transaction in arm's length dealings with a Person who is not an Affiliate;
(2): if such Affiliate Transaction involves an amount in excess of $5.0 million, the terms of the Affiliate Transaction are set forth in writing and a majority of the non-employee directors of the Company disinterested with respect to such Affiliate Transaction shall have determined in good faith that the criteria set forth in clause (1) are satisfied and shall have approved the relevant Affiliate Transaction as evidenced by a resolution of the Board of Directors; and
(3): if such Affiliate Transaction involves an amount in excess of $15.0 million, the Board of Directors shall also have received a written opinion from an Independent Qualified Party to the effect that such Affiliate Transaction is fair, from a financial standpoint, to the Company and its Restricted Subsidiaries or is not less favorable to the Company and its Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm's length transaction with a Person who was not an Affiliate.

(b) The provisions of the preceding paragraph (a) will not prohibit:

(1): any Investment (other than a Permitted Investment) or other Restricted Payment, in each case permitted to be made pursuant to the covenant described under "—Limitation on Restricted Payments";
(2): any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans approved by the Board of Directors;
(3): loans or advances to employees in the ordinary course of business in accordance with the past practices of the Company or its Restricted Subsidiaries, but in any event not to exceed $0.5 million in the aggregate outstanding at any one time;

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(4): the payment of reasonable fees and compensation (including health benefits, vacation, severance, compensation and similar benefits) to, and provision of customary indemnification on behalf of, directors, employees, consultants and agents of the Company or any Restricted Subsidiary as determined in good faith by the Board of Directors or the Company's senior management;
(5): any transaction (i) between or among the Company and/or its Restricted Subsidiaries or (ii) between or among the Company, a Restricted Subsidiary or any other Person that would constitute an Affiliate Transaction solely because the Company or a Restricted Subsidiary owns an equity interest in or otherwise controls such Person;
(6): the issuance or sale of Capital Stock (other than Disqualified Stock) of the Company;
(7): transactions with distributors, suppliers or other purchasers or sellers of goods or services, in each case in the ordinary course of business consistent with past practices and otherwise in compliance with the terms of the Indenture, and which are on terms at least as favorable to the Company as might reasonably have been obtained at such time from an unaffiliated third party;
(8): any transaction in connection with a Qualified Receivables Transaction between a Receivables Subsidiary and any Person in which the Receivables Subsidiary has an Investment;
(9): any agreement that was outstanding as of the Issue Date and was disclosed in the Prospectus (or is entered into promptly after the Issue Date as disclosed in the Prospectus), in each case under the heading "Related Party Transactions" and any amendment to such agreement so long as such amendment is not more disadvantageous to the Holders than the original agreement as in effect on the Issue Date (or, if such agreement is entered into after the Issue Date, as disclosed in the Prospectus); and
(10): the payment of all fees and expenses related to the Transactions.

Merger and Consolidation

(a) The Company will not consolidate with or merge with or into, or convey, transfer or lease, in one transaction or a series of transactions, directly or indirectly, all or substantially all its assets to, any Person, unless:

(1): the resulting, surviving or transferee Person (the "Successor Company") shall be a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and the Successor Company (if not the Company) shall expressly assume, by an indenture supplemental thereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Notes and the Indenture;
(2): immediately after giving pro forma effect to such transaction (and treating any Indebtedness of the Successor Company (if not the Company) and its Subsidiaries as having been Incurred by the Successor Company or such Subsidiary at the time of such transaction), no Default shall have occurred and be continuing;
(3): immediately after giving pro forma effect to such transaction, the Successor Company would be able to Incur an additional $1.00 of Indebtedness pursuant to paragraph (a) of the covenant described under "—Limitation on Indebtedness";
(4): each Person that is required pursuant to the terms of the Indenture to be a Guarantor shall have become a Guarantor pursuant to a Supplemental Guaranty Agreement or shall have confirmed its Guaranty pursuant to a supplemental indenture in form reasonably satisfactory

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to the Trustee (but this clause (4) shall not apply to Guarantors that were Guarantors prior to such transaction if, as a result of such transaction, the Company is the Successor Company);

(5): the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with the Indenture; and
(6): the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such transaction 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 transaction had not occurred;

provided, however, that clause (3) will not be applicable (A) to a Restricted Subsidiary consolidating with, merging into, conveying, transferring or leasing all or part of its assets to the Company or (B) to the Company merging with an Affiliate of the Company solely for the purpose and with the sole effect of reincorporating the Company in another jurisdiction within the United States of America.

(b) The Successor Company (if not the Company) will be the successor to the Company and shall succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture, and the predecessor Company, except in the case of a lease, shall be released from the obligation to pay the principal of and interest on the Notes.

(c) The Company shall not permit any Guarantor to consolidate with or merge with or into, or convey, transfer or lease, in one transaction or a series of transactions, all or substantially all of its assets to any Person unless:

(1) except in the case of a Guarantor that has been disposed of in its entirety to another Person (other than to the Company or an Affiliate of the Company), whether through a merger, consolidation or sale of Capital Stock or assets, if in connection therewith the Company provides an Officers' Certificate to the Trustee to the effect that the Company will comply with, and does comply with, its obligations under the covenant described under "—Limitation on Sales of Assets and Subsidiary Stock" in respect of such disposition, the resulting, surviving or transferee Person (if not such Subsidiary) shall be a Person organized and existing under the laws of the jurisdiction under which such Subsidiary was organized or under the laws of the United States of America, or any State thereof or the District of Columbia, and such Person shall expressly assume, by a Supplemental Guaranty Agreement, in a form satisfactory to the Trustee, all the obligations of such Subsidiary, if any, under its Guaranty; and

(2) the Company delivers to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such Supplemental Guaranty Agreement, if any, complies with the Indenture.

Notwithstanding the foregoing, any Guarantor may consolidate with or merge with or into or convey, transfer or lease, in one transaction or a series of transactions, all or substantially all of its assets to the Company.

Guarantors

The Company will cause (1) each Wholly Owned Subsidiary that is a Domestic Subsidiary (other than a Receivables Subsidiary) and (2) each other Subsidiary that Guarantees any Indebtedness of the Company or a Wholly Owned Subsidiary that is a Domestic Subsidiary, in each case, to at all times be a Guarantor, and if such Subsidiary is not a party to the Indenture or a Supplemental Guaranty Agreement, to execute and deliver to the Trustee a Supplemental Guaranty Agreement pursuant to which such Subsidiary will Guarantee payment of the Notes on the same terms and conditions as those set forth in the Indenture.

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The Guaranty by a Guarantor will be released under certain circumstances as described under the heading "—Guaranties" above.

SEC Reports

Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will file with the SEC (to the extent the SEC will accept such filings) and provide the Trustee and Noteholders with such annual reports and such information, documents and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. corporation subject to such Sections (but without exhibits in the case of Noteholders), such information, documents and other reports to be so filed and provided at the times specified for the filings of such information, documents and reports under such Sections.

If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, 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 the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company.

Defaults

Each of the following is an Event of Default:

(1): (A) a default in any payment of interest on any Note required to be made on , 2009, or any interest payment date thereafter at a time when interest deferral would be prohibited under the Indenture; or (B) any other default in any payment of interest on any Note when due, whether or not prohibited by the provisions described under "—Ranking" above, continued for 30 days, subject to the interest deferral provisions contained in the Indenture;
(2): a default in the payment of principal of any Note when due at its Stated Maturity, upon optional redemption, upon required purchase, upon declaration of acceleration or otherwise;
(3): the failure by the Company or any Guarantor to comply with its obligations under "—Certain Covenants—Merger and Consolidation" or paragraph (d) of "—Certain Covenants—Limitation on Restricted Payments";
(4): the failure by the Company to comply for 30 days after notice with any of its obligations in the covenants described above under "—Certain Covenants" under "—Change of Control" (other than a failure to purchase Notes), "—Limitation on Restricted Payments" (other than a failure to comply with paragraph (d) thereof), "—Limitation on Indebtedness," "—Limitation on Liens," "—Anti-Layering," "—Limitation on Restrictions on Distributions from Restricted Subsidiaries," "—Limitation on Sales of Assets and Subsidiary Stock" (other than a failure to purchase Notes), "—Limitation on Affiliate Transactions," "—Guarantors" or "—SEC Reports";
(5): the failure by the Company or any Guarantor to comply for 60 days after notice with its other agreements contained in the Indenture;
(6): Indebtedness of the Company, any Guarantor or any Significant Subsidiary is not paid within any applicable grace period after final maturity or is accelerated by the holders thereof because of a default and the total amount of such Indebtedness unpaid or accelerated exceeds $10.0 million (the "cross acceleration provision");

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(7): certain events of bankruptcy, insolvency or reorganization of the Company, a Guarantor or any Significant Subsidiary (the "bankruptcy provisions");
(8): any judgment or decree for the payment of money in excess of $10.0 million is entered against the Company, a Guarantor or any Significant Subsidiary, remains outstanding for a period of 60 consecutive days following such judgment and is not discharged, waived or stayed (the "judgment default provision"); or
(9): a Guaranty ceases to be in full force and effect (other than in accordance with the terms of such Guaranty) or a Guarantor denies or disaffirms its obligations under its Guaranty.

However, a default under clauses (4) and (5) will not constitute an Event of Default until the Trustee or the holders of at least 25% in principal amount of the outstanding Notes notify the Company of the default and the Company does not cure such default within the time specified after receipt of such notice.

If an Event of Default occurs and is continuing, the Trustee or the holders of at least 25% in principal amount of the outstanding Notes may declare the principal of and accrued but unpaid interest, if any, on all the Notes to be due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company or a Guarantor occurs and is continuing, the principal of and interest, if any, on all the Notes will ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holders of the Notes. Under certain circumstances, the holders of a majority in principal amount of the outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences.

In the event of a declaration of acceleration of the Notes because an Event of Default described in clause (6) above has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if (A) the event of default or payment default triggering such Event of Default pursuant to clause (6) shall be remedied or cured by the Company or a Restricted Subsidiary or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto, (B) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (C) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived.

Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the holders of the Notes unless such holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no holder of a Note may pursue any remedy with respect to the Indenture or the Notes unless:

(1): such holder has previously given the Trustee notice that an Event of Default is continuing;
(2): holders of at least 25% in principal amount of the outstanding Notes have requested the Trustee to pursue the remedy;
(3): such holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense;
(4): the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and
(5): holders of a majority in principal amount of the outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period.

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Subject to certain restrictions, the holders of a majority in principal amount of the outstanding Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other holder of a Note or that would involve the Trustee in personal liability.

If a Default occurs, is continuing and is known to the Trustee, the Trustee must mail to each holder of the Notes notice of the Default within 90 days after it occurs. Except in the case of a Default in the payment of principal of or interest on any Note, the Trustee may withhold notice if and so long as a committee of its Trust Officers determines that withholding notice is not opposed to the interest of the holders of the Notes. In addition, we are required to deliver to the Trustee, within 120 days after the end of each fiscal year, a certificate indicating whether the signers thereof know of any Default that occurred during the previous year. We are required to deliver to the Trustee, within 30 days after the occurrence thereof, written notice of any event which would constitute certain Defaults, their status and what action we are taking or propose to take in respect thereof.

Amendments and Waivers

Subject to certain exceptions, the Indenture may be amended with the consent of the holders of a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a tender or exchange offer for the Notes) and any past default or compliance with any provisions may also be waived with the consent of the holders of a majority in principal amount of the Notes then outstanding. However, (a) without the consent of the holders of at least 95% in principal amount of the Notes then outstanding, an amendment or waiver may not make any change in any provision that limits the Company's right to pay dividends on its common stock in any manner that would (1) reduce the scope or applicability of such provision, (2) allow payment of any dividends under circumstances where dividends would otherwise have been prohibited, or (3) otherwise adversely affect Noteholders, and (b) without the consent of each holder of an outstanding Note affected thereby, an amendment or waiver may not, among other things:

(1): reduce the amount of Notes whose holders must consent to an amendment;
(2): reduce the rate of or extend the time for payment of interest on any Note;
(3): reduce the principal of or extend the Stated Maturity of any Note;
(4): reduce the amount payable upon the redemption of any Note or change the time at which any Note may be redeemed as described under "—Optional Redemption";
(5): make any Note payable in money other than that stated in the Note;
(6): impair the right of any holder of the Notes to receive payment of principal of and interest on such holder's Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder's Notes;
(7): make any change in the provisions that require each affected holder's consent to an amendment or waiver;
(8): make any change in the ranking or priority of any Note that would adversely affect the Noteholders; or
(9): make any change in any Guaranty that would adversely affect the Noteholders.

Notwithstanding the preceding, the covenants described under the caption "—Change of Control" and "—Limitation on Sales of Assets and Subsidiary Stock" may be amended as described in the last paragraphs of their respective descriptions.

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Notwithstanding the preceding, without the consent of any holder of the Notes, the Company, the Guarantors and Trustee may amend the Indenture:

(1): to cure any ambiguity, omission, defect or inconsistency;
(2): to provide for the assumption by a successor corporation of the obligations of the Company or any Guarantor under the Indenture;
(3): to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code);
(4): to add guarantees with respect to the Notes, including any Guaranty, or to secure the Notes;
(5): to add to the covenants of the Company or any Guarantor for the benefit of the holders of the Notes or to surrender any right or power conferred upon the Company or any Guarantor;
(6): to make any change that does not adversely affect the rights of any holder of the Notes;
(7): to comply with any requirement of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; or
(8): to evidence the release of a Guarantor pursuant to and in accordance with the terms of the Indenture.

However, no amendment may be made to the subordination provisions of the Indenture that adversely affects the rights of any holder of Senior Indebtedness of the Company or of a Guarantor then outstanding unless the holders of such Senior Indebtedness (or their Representative) consent to such change.

The consent of the holders of the Notes is not necessary under the Indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment.

After an amendment under the Indenture becomes effective, we are required to mail to holders of the Notes a notice briefly describing such amendment. However, the failure to give such notice to all holders of the Notes, or any defect therein, will not impair or affect the validity of the amendment.

Defeasance

At any time, we may terminate all our obligations under the Notes and the Indenture ("legal defeasance"), except for certain obligations, including those respecting the defeasance trust and obligations to register the transfer or exchange of the Notes, to replace mutilated, destroyed, lost or stolen Notes and to maintain a registrar and paying agent in respect of the Notes.

In addition, at any time we may terminate our obligations under the covenants described under "—Certain Covenants" (other than the covenant described under "—Merger and Consolidation"), the operation of the cross acceleration provision, the bankruptcy provisions with respect to Significant Subsidiaries and the judgment default provision described under "—Defaults" above and the limitations contained in clauses (a)(3) and (a)(4) under "—Certain Covenants—Merger and Consolidation" above ("covenant defeasance").

We may exercise our legal defeasance option notwithstanding our prior exercise of our covenant defeasance option. If we exercise our legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. If we exercise our covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in clause (4), (5), (6), (7) (with respect only to Significant Subsidiaries), (8) or (9) under

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"—Defaults" above or because of the failure of the Company to comply with clauses (a)(3) or (a)(4) under "—Certain Covenants—Merger and Consolidation" above. If we exercise our legal defeasance option or our covenant defeasance option, any Guarantor will be released from all of its obligations with respect to its Guaranty.

In order to exercise either of our defeasance options, we must irrevocably deposit in trust (the "defeasance trust") with the Trustee money or U.S. Government Obligations for the payment of principal and interest on the Notes to redemption or maturity, as the case may be, and must comply with certain other conditions, including delivery to the Trustee of an Opinion of Counsel to the effect that holders of the Notes will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit and defeasance and will be subject to United States federal income tax on the same amounts and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred (and, in the case of legal defeasance only, such Opinion of Counsel must be based on a ruling of the Internal Revenue Service, which we refer to as the IRS, or other change in applicable United States federal income tax law).

Satisfaction and Discharge

When (1) we deliver to the Trustee all outstanding Notes for cancellation or (2) all outstanding Notes have become due and payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption, or (3) all outstanding Notes will become due and payable within one year or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee and, in the case of clauses (2) and (3), we irrevocably deposit with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such redemption date, and if in any case we pay all other sums payable hereunder by us, then the Indenture shall, subject to certain exceptions, be satisfied and discharged and cease to be of further effect.

Concerning the Trustee

is to be the Trustee under the Indenture and Registrar and Paying Agent with regard to the Notes.

The Indenture contains certain limitations on the rights of the Trustee, should it become a creditor of the Company, 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; provided, however, if it acquires any conflicting interest it must either eliminate such conflict within 90 days, apply to the SEC for permission to continue or resign.

The Holders of a majority in principal amount of the 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. If an Event of Default occurs (and is not cured), 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 shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense and then only to the extent required by the terms of the Indenture.

No Personal Liability of Directors, Officers, Employees and Stockholders

No director, officer, employee, incorporator or stockholder of the Company or any Guarantor will have any liability for any obligations of the Company or any Guarantor under the Notes, any Guaranty or the Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The

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waiver and release are part of the consideration for issuance of the Notes. Such waiver and release may not be effective to waive liabilities under the U.S. federal securities laws, and it is the view of the SEC that such a waiver is against public policy.

Governing Law

The Indenture and the Notes will be governed by, and construed in accordance with, the laws of the State of New York.

Certain Definitions

"Additional Assets" means:

(1): any property, plant or equipment used in a Related Business;
(2): the Capital Stock of a Person that becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Company or another Restricted Subsidiary; or
(3): Capital Stock constituting a minority interest in any Person that at such time is a Restricted Subsidiary;

provided, however, that any such Restricted Subsidiary described in clause (2) or (3) above is primarily engaged in a Related Business.

"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 the purposes of this definition, "control" when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing. For purposes of the covenants described under "—Certain Covenants—Limitation on Restricted Payments," "—Certain Covenants—Limitation on Affiliate Transactions" and "—Certain Covenants—Limitation on Sales of Assets and Subsidiary Stock" only, "Affiliate" shall also mean any beneficial owner of Capital Stock representing 5% or more of the total voting power of the Voting Stock (on a fully diluted basis) of the Company or of rights or warrants to purchase such Capital Stock (whether or not currently exercisable) and any Person who would be an Affiliate of any such beneficial owner pursuant to the first sentence hereof.

"Applicable Premium" means, with respect to a Note at the Redemption Date, the greater of (i) 1.0% of the principal amount of such Note, and (ii) the excess of (A) the present value at such time of (1) the redemption price of such Note at the Five-Year Date (such redemption price being described under "—Optional Redemption") plus (2) all required interest payments due on such Note through the Five-Year Date computed using a discount rate equal to the Treasury Rate plus 0.50% per annum, over (B) the principal amount of such Note.

"Asset Disposition" means any sale, lease, issuance, transfer or other disposition (or series of related sales, leases, issuances, transfers or dispositions) by the Company or any Restricted Subsidiary, including any disposition by means of a merger, consolidation or similar transaction (each referred to for the purposes of this definition as a "disposition"), of:

(1): any shares of Capital Stock of a Restricted Subsidiary (other than directors' qualifying shares and Foreign Required Minority Shares, in each case only to the extent required by applicable law to be held by a Person other than the Company or a Restricted Subsidiary);
(2): all or substantially all the assets of any division or line of business of the Company or any Restricted Subsidiary; or

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(3): any other assets of the Company or any Restricted Subsidiary outside of the ordinary course of business of the Company or such Restricted Subsidiary.

Notwithstanding the foregoing, the following shall be deemed not to be Asset Dispositions:

(A): a disposition to the Company or a Restricted Subsidiary;
(B): for purposes of the covenant described under "—Certain Covenants—Limitation on Sales of Assets and Subsidiary Stock" only, (i) a disposition that constitutes a Restricted Payment permitted by the covenant described under "—Certain Covenants—Limitation on Restricted Payments" or a Permitted Investment and (ii) a transaction governed by, and consummated in compliance with, the covenant described under "—Certain Covenants—Merger and Consolidation";
(C): the granting of a Lien;
(D): for purposes of the covenant described under "—Certain Covenants—Limitation on Sales of Assets and Subsidiary Stock" only, any commercially reasonable foreclosure on a Lien on assets; provided, that an amount equal to the Net Available Cash, if any, to the Company and its Restricted Subsidiaries from such foreclosure is applied in accordance with subparagraph (a)(3) of the covenant described "—Certain Covenants—Limitation on Sales of Assets and Subsidiary Stock";
(E): dispositions of Receivables Assets to a Receivables Subsidiary for the fair market value of those assets, less amounts required to be established as reserves and customary discounts pursuant to contractual agreements with entities that are not Affiliates of the Company entered into as part of a Qualified Receivables Transaction, if at least 75% of the consideration for such disposition would constitute cash or cash equivalents for purposes of clause (a)(2) of the covenant described under "—Certain Covenants—Limitation on Sales of Assets and Subsidiary Stock";
(F): dispositions of Receivables Assets by a Receivables Subsidiary in a Qualified Receivables Transaction;
(G): issuances of Capital Stock by a Receivables Subsidiary in connection with a Qualified Receivables Transaction;
(H): dispositions of obsolete, damaged or worn out equipment no longer used or useful to the business of the Company and its Restricted Subsidiaries; and
(I): a disposition of assets with a fair market value of less than $1.0 million.

"Attributable Debt" in respect of a Sale/Leaseback Transaction means, as at the time of determination, the present value (discounted at the interest rate borne by the Notes, compounded quarterly) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale/Leaseback Transaction (including any period for which such lease has been extended); provided, however, that if such Sale/Leaseback Transaction results in a Capital Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of "Capital Lease Obligation."

"Average Life" means, as of the date of determination, with respect to any Indebtedness, the quotient obtained by dividing:

(1): the sum of the products of the numbers of years from the date of determination to the dates of each successive scheduled principal payment of or redemption or similar payment with respect to such Indebtedness multiplied by the amount of such payment, by
(2): the sum of all such payments.

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"Bank Indebtedness" means all Obligations pursuant to the Credit Agreement.

"Base Dividend Restricted Payments Basket" shall initially equal $0, provided, however, that if during any fiscal quarter the Company has paid dividends on the Company's common stock in an aggregate amount that is less than the Quarterly Base Dividend Level for such quarter, an amount equal to 100% of the difference between (i) the Quarterly Base Dividend Level for such quarter and (ii) the aggregate amount of dividends actually paid on the Company's common stock during such quarter shall be added to the Base Dividend Restricted Payments Basket as of the last day of such fiscal quarter.

"Board of Directors" with respect to a Person means the board of directors of such Person or any committee thereof duly authorized to act on behalf of such board, and unless specified to the contrary or inappropriate in the context, refers to the Board of Directors of the Company.

"Business Day" means each day which is not a Legal Holiday.

"Capital Lease Obligation" means an obligation that is required to be classified and accounted for as a capital lease for financial reporting purposes in accordance with GAAP, and the amount of Indebtedness represented by such obligation shall be the capitalized amount of such obligation determined in accordance with GAAP; and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty.

"Capital Stock" of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any Preferred Stock and equity represented by IDSs and shares outstanding upon separation of IDSs into the securities represented thereby, but excluding any debt securities convertible into such equity.

"Code" means the Internal Revenue Code of 1986, as amended.

"Common Stock" of any Person means Capital Stock of such Person that does not rank senior in any respect to, and does not have any preference or priority over, any shares of Capital Stock of any other class of such Person, including with respect to the payment of dividends or the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of such Person.

"Consolidated Coverage Ratio" as of any date of determination means the ratio of (x) the aggregate amount of EBITDA of the Company for the period of the most recent four consecutive fiscal quarters ending at least 45 days prior to the date of such determination to (y) Consolidated Interest Expense of the Company for such four fiscal quarters; provided, however, that:

(1): if the Company or any Restricted Subsidiary has Incurred any Indebtedness since the beginning of such period that remains outstanding or if the transaction giving rise to the need to calculate the Consolidated Coverage Ratio is an Incurrence of Indebtedness, or both, then EBITDA and Consolidated Interest Expense for such period shall be calculated after giving effect on a pro forma basis to such Indebtedness and the use of proceeds thereof as if such Indebtedness had been Incurred on the first day of such period and such proceeds had been applied as of such date;
(2): if the Company or any Restricted Subsidiary has repaid, repurchased, defeased or otherwise discharged any Indebtedness since the beginning of such period or if any Indebtedness is to be repaid, repurchased, defeased or otherwise discharged (in each case other than Indebtedness Incurred under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) on the date of the transaction giving rise to the need to calculate the Consolidated Coverage Ratio, then EBITDA and Consolidated Interest Expense for such period shall be calculated on a pro forma basis as if such discharge had occurred on the first day of such period and as if the Company or such Restricted Subsidiary had not

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earned the interest income actually earned, if any, during such period in respect of cash or Temporary Cash Investments used to repay, repurchase, defease or otherwise discharge such Indebtedness;

(3): if, since the beginning of such period, the Company or any Restricted Subsidiary shall have made any Asset Disposition, then EBITDA for such period shall be reduced by an amount equal to EBITDA (if positive) directly attributable to the assets which were the subject of such Asset Disposition for such period, or increased by an amount equal to EBITDA (if negative) directly attributable thereto for such period, and Consolidated Interest Expense for such period shall be reduced by an amount equal to the Consolidated Interest Expense directly attributable to any Indebtedness of the Company or any Restricted Subsidiary repaid, repurchased, defeased or otherwise discharged with respect to the Company and its continuing Restricted Subsidiaries in connection with such Asset Disposition for such period (or, if the Capital Stock of any Restricted Subsidiary is sold, the Consolidated Interest Expense for such period directly attributable to the Indebtedness of such Restricted Subsidiary to the extent the Company and its continuing Restricted Subsidiaries are no longer liable for such Indebtedness after such sale);
(4): if, since the beginning of such period, the Company or any Restricted Subsidiary (by merger or otherwise) shall have made an Investment in any Restricted Subsidiary (or any Person which becomes a Restricted Subsidiary) or an acquisition of material assets, then EBITDA and Consolidated Interest Expense for such period shall be calculated after giving pro forma effect thereto (including the Incurrence of any Indebtedness) as if such Investment or acquisition had occurred on the first day of such period; and
(5): if, since the beginning of such period, any Person (that subsequently became a Restricted Subsidiary or was merged with or into the Company or any Restricted Subsidiary since the beginning of such period) shall have made any Asset Disposition, any Investment or acquisition of assets that would have required an adjustment pursuant to clause (3) or (4) above if made by the Company or a Restricted Subsidiary during such period, then EBITDA and Consolidated Interest Expense for such period shall be calculated after giving pro forma effect thereto as if such Asset Disposition, Investment or acquisition had occurred on the first day of such period.

For purposes of this definition, whenever pro forma effect is to be given to an acquisition of assets, the amount of income or earnings relating thereto and the amount of Consolidated Interest Expense associated with any Indebtedness Incurred in connection therewith, the pro forma calculations shall be determined in good faith by a responsible financial or accounting Officer of the Company.

If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Interest Rate Agreement applicable to such Indebtedness, but if the remaining term of such Interest Rate Agreement is less than twelve months, then such Interest Rate Agreement shall only be taken into account for that portion of the period equal to the remaining term thereof).

The Consolidated Interest Expense attributable to interest on any Indebtedness under a revolving credit facility the outstanding principal balance of which is required to be computed on a pro forma basis in accordance with the foregoing shall be computed based on the average daily balance of such Indebtedness during the applicable period, provided, that such average daily balance shall take into account the amount of any repayment of Indebtedness under such revolving credit facility during the applicable period, to the extent such repayment permanently reduced the commitments or amounts available to be borrowed under such facility.

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"Consolidated Interest Expense" of the Company means, for any period, the total interest expense of the Company and its consolidated Restricted Subsidiaries, plus, to the extent not included in such total interest expense, and to the extent incurred by the Company or its Restricted Subsidiaries, without duplication:

(1): interest expense attributable to capital leases and the interest expense attributable to leases constituting part of a Sale/Leaseback Transaction;
(2): amortization of debt discount and debt issuance cost with respect to debt incurred on or after the Issue Date;
(3): capitalized interest;
(4): non-cash interest expense;
(5): commissions, discounts and other fees and charges owed with respect to letters of credit and bankers' acceptance financing;
(6): net payments pursuant to Hedging Obligations;
(7): Preferred Stock dividends in respect of all Preferred Stock held by Persons other than the Company or a Wholly Owned Subsidiary (other than dividends payable solely in Capital Stock (other than Disqualified Stock) of the Company); provided, however, that such dividends will be multiplied by a fraction of the numerator of which is one and the denominator of which is one minus the effective combined tax rate of the issuer of such Preferred Stock (expressed as a decimal) for such period (as estimated by the chief financial officer of the Company in good faith);
(8): interest incurred in connection with Investments in discontinued operations;
(9): interest accruing on any Indebtedness of any other Person to the extent such Indebtedness is Guaranteed by (or secured by the assets of) the Company or any Restricted Subsidiary; and
(10): the cash contributions to any employee stock ownership plan or similar trust to the extent such contributions are used by such plan or trust to pay interest or fees to any Person (other than the Company) in connection with Indebtedness Incurred by such plan or trust.

"Consolidated Net Income" of the Company means, for any period, the net income of the Company and its consolidated Subsidiaries; provided, however, that there shall not be included in such Consolidated Net Income:

(1)

any net income of any Person (other than the Company) if such Person is not a Restricted Subsidiary, except that:

(A): subject to the exclusion contained in clause (4) below, the Company's equity in the net income of any such Person for such period shall be included in such Consolidated Net Income in an amount equal to the aggregate amount of cash actually distributed by such Person during such period to the Company or a Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution paid to a Restricted Subsidiary, to the limitations contained in clause (3) below); and
(B): the Company's equity in a net loss of any such Person for such period shall be included in determining such Consolidated Net Income;

(2)

any net income (or loss) of any Person acquired by the Company or a Subsidiary in a pooling of interests transaction for any period prior to the date of such acquisition;

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(3)

any net income of any Restricted Subsidiary if such Restricted Subsidiary is subject to restrictions, directly or indirectly, on the payment of dividends or the making of distributions by such Restricted Subsidiary, directly or indirectly, to the Company, except that:

(A): subject to the exclusion contained in clause (4) below, the net income of any such Restricted Subsidiary for such period shall be included in such Consolidated Net Income in an amount equal to the aggregate amount of cash actually distributed by such Restricted Subsidiary during such period to the Company or another Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution paid to another Restricted Subsidiary, to the limitation contained in this clause (3));
(B): the net loss of any such Restricted Subsidiary for such period shall be included in determining such Consolidated Net Income; and
(C): the net income of any such Restricted Subsidiary for such period shall not be excluded solely as a result of the restrictions on the payment of dividends and the making of distributions set forth in any Credit Facility Incurred pursuant to paragraph (b)(1) of the covenant described under "—Certain Covenants—Limitation on Indebtedness," or any Credit Linked Hedge related to any such Credit Facility;

(4)

any gain (but not loss) realized upon the sale or other disposition of any assets of the Company, its consolidated Subsidiaries or any other Person (including pursuant to any sale-and-leaseback arrangement) which is not sold or otherwise disposed of in the ordinary course of business and any gain (but not loss) realized upon the sale or other disposition of any Capital Stock of any Person;

(5)

extraordinary gains or losses;

(6)

the cumulative effect of a change in accounting principles; and

(7)

any unrealized non-cash gain or loss in respect of Currency Agreements.

Notwithstanding the foregoing, for the purposes of the covenant described under "—Certain Covenants—Limitation on Restricted Payments" only, there shall be excluded from Consolidated Net Income any repurchases, repayments or redemptions of Investments, proceeds realized on the sale of Investments or return of capital to the Company or a Restricted Subsidiary to the extent such repurchases, repayments, redemptions, proceeds or returns increase the amount of Restricted Payments permitted under such covenant pursuant to clause (a)(3)(D) thereof.

"Consolidated Tangible Assets" means, as of any date, the amount which, in accordance with GAAP, would be set forth under the caption "Total Assets" (or any like caption) on the most recent quarterly consolidated balance sheet of the Company and its Restricted Subsidiaries, less all intangible assets, including, without limitation, goodwill, organization costs, patents, trademarks, copyrights, franchises, and research and development costs.

"Conversion Conditions" means, with respect to any exchange or conversion of shares of Class B common stock for or into IDSs or Notes and shares of Class A common stock, (i) no Default has occurred and is continuing at the time of, or would result from, such exchange or conversion, (ii) such exchange or conversion complies with all applicable laws, including securities laws, (iii) such exchange or conversion does not conflict with, or cause a default under, any material financing agreement of the Company, (iv) at the time of such exchange or conversion, no Interest Deferral Period is in effect and all previously deferred interest on the Notes and accrued interest thereon has been paid in full, (v) such exchange or conversion does not cause a mandatory suspension of dividends or deferral of interest under any material financing agreement of the Company as of the measurement date immediately following the proposed exchange or conversion date and (vi) prior to the second

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anniversary of the Issue Date, at least shares of Class B common stock will remain outstanding after such exchange or conversion.

"Credit Agreement" means the Credit Agreement, dated as of , 2004, among Merisant, the Company, the lenders referred to therein, and Credit Suisse First Boston, as administrative agent, together with the related documents thereto (including all promissory notes, guarantees and security documents), as amended, extended, renewed, restated, supplemented or otherwise modified (in whole or in part, and without limitation as to amount, terms, conditions, covenants and other provisions) from time to time, and any agreement (and related document) governing Indebtedness incurred to Refinance, in whole or in part, the borrowings and commitments then outstanding or permitted to be outstanding under such Credit Agreement or a successor Credit Agreement, whether by the same or any other lender or group of lenders.

"Credit Facilities" means, with respect to Merisant or any of its Restricted Subsidiaries, one or more debt facilities (including the Credit Agreement) or commercial paper facilities with banks or other institutional lenders providing revolving credit loans, term loans, receivables financing (including through the sale of receivables) or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time.

"Credit Linked Hedge" means, with respect to a Credit Facility, all Hedging Obligations that (1) constitute or are directly related to Indebtedness Incurred under such Credit Facility or are entered into with counterparties who are lenders or Affiliates of lenders under such Credit Facility, (2) are secured by all collateral securing such Credit Facility on an equal and ratable basis and guaranteed by all guarantors of such Credit Facility on a pari passu basis, in each case pursuant to common documentation, (3) contain covenants not less favorable to the Noteholders than those set forth in such Credit Facility, and (4) are permitted under the Indenture.

"Currency Agreement" means in respect of a Person any foreign exchange contract, currency swap agreement or other similar agreement designed to protect such Person against fluctuations in currency values.

"Default" means any event which is, or after notice or passage of time or both would be, an Event of Default.

"Designated Senior Indebtedness" with respect to a Person means:

(1): the Bank Indebtedness and the Merisant Senior Debt; and
(2): any other Senior Indebtedness of such Person which, at the date of determination, has an aggregate principal amount outstanding of, or under which, at the date of determination, the holders thereof are committed to lend up to, at least $25.0 million and is specifically designated by such Person in the instrument evidencing or governing such Senior Indebtedness as "Designated Senior Indebtedness" for purposes of the Indenture.

"Disqualified Stock" means, with respect to any Person, any Capital Stock which by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder) or upon the happening of any event:

(1): matures or is mandatorily redeemable (other than redeemable only for Capital Stock of such Person which is not itself Disqualified Stock) pursuant to a sinking fund obligation or otherwise;
(2): is convertible or exchangeable at the option of the holder for Indebtedness or Disqualified Stock; or
(3): is mandatorily redeemable or must be purchased upon the occurrence of certain events or otherwise, in whole or in part;

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in each case on or prior to the date that is 91 days after the Stated Maturity of the Notes; provided, however, that any Capital Stock that would not constitute Disqualified Stock but for provisions thereof giving holders thereof the right to require such Person to purchase or redeem such Capital Stock upon the occurrence of an "asset sale" or "change of control" occurring prior to the first anniversary of the Stated Maturity of the Notes shall not constitute Disqualified Stock if:

(1): the "asset sale" or "change of control" provisions applicable to such Capital Stock are not more favorable to the holders of such Capital Stock than the terms applicable to the Notes and described under "—Certain Covenants—Limitation on Sales of Assets and Subsidiary Stock" and "—Certain Covenants—Change of Control"; and
(2): any such requirement only becomes operative after compliance with such terms applicable to the Notes, including the purchase of any Notes tendered pursuant thereto.

The amount of any Disqualified Stock that does not have a fixed redemption, repayment or repurchase price will be calculated in accordance with the terms of such Disqualified Stock as if such Disqualified Stock were redeemed, repaid or repurchased on any date on which the amount of such Disqualified Stock is to be determined pursuant to the Indenture; provided, however, that if such Disqualified Stock could not be required to be redeemed, repaid or repurchased at the time of such determination, the redemption, repayment or repurchase price will be the book value of such Disqualified Stock as reflected in the most recent financial statements of such Person.

"Domestic Subsidiary" means any Restricted Subsidiary that is not a Foreign Subsidiary.

"EBITDA" of the Company for any period means the sum of Consolidated Net Income of the Company, plus the following to the extent deducted in calculating such Consolidated Net Income:

(1): all income tax expense of the Company and its consolidated Restricted Subsidiaries;
(2): Consolidated Interest Expense;
(3): depreciation and amortization expense of the Company and its consolidated Restricted Subsidiaries (excluding amortization expense attributable to a prepaid operating activity item that was paid in cash in a prior period);
(4): restructuring expenses not to exceed $8.0 million in the aggregate consisting of (A) restructuring expenses incurred during the 12-month period ended immediately prior to the month during which the Issue Date occurs and (B) restructuring expenses incurred during the month in which the Issue Date occurs and periods thereafter in an aggregate amount under this clause (B) not to exceed $4.0 million; and
(5): all other non-cash charges of the Company and its consolidated Restricted Subsidiaries (excluding any such non-cash charge to the extent that it represents an accrual of or reserve for cash expenditures in any future period);

in each case for such period.

Notwithstanding the foregoing, the provision for taxes based on the income or profits of, and the depreciation and amortization and non-cash charges of, a Restricted Subsidiary shall be added to Consolidated Net Income to compute EBITDA only to the extent (and in the same proportion, including by reason of minority interests) that the net income of such Restricted Subsidiary was included in calculating Consolidated Net Income and only if a corresponding amount would be permitted at the date of determination to be dividended to the Company by such Restricted Subsidiary without prior approval (that has not been obtained), pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to such Restricted Subsidiary or its stockholders.

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"ESOP" means any employee stock ownership plan or a trust established by the Company or any of its Subsidiaries for the benefit of their employees.

"Excess Cash" means, with respect to any period, EBITDA minus the sum of (i) cash interest expense, (ii) cash income tax expense, in each case for such period, and (iii) additions to property, plant and equipment and other capital expenditures of the Company and its Restricted Subsidiaries that are (or would be) set forth in a consolidated statement of cash flows for such period prepared in accordance with GAAP, except to the extent financed by the incurrence of Indebtedness.

"Exchange Act" means the U.S. Securities Exchange Act of 1934, as amended.

"Five-Year Date" means , 2009.

"Foreign Required Minority Shares" means Capital Stock of a Foreign Subsidiary that is required by the applicable laws and regulations of such foreign jurisdiction to be owned by the government of such foreign jurisdiction or individual or corporate citizens of such foreign jurisdiction in order for such Foreign Subsidiary to transact business in such foreign jurisdiction.

"Foreign Subsidiary" means any Restricted Subsidiary that (1) is not organized under the laws of the United States, any state thereof or the District of Columbia and (2) conducts substantially all of its business operations outside of the United States. For purposes of this definition, Puerto Rico shall be deemed not to be a part of the United States so long as a Puerto Rican corporation is treated as a foreign corporation under Section 7701 of the Code.

"GAAP" means generally accepted accounting principles in the United States of America as in effect as of the Issue Date, including those set forth in:

(1): the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants;
(2): statements and pronouncements of the Financial Accounting Standards Board;
(3): such other statements by such other entity as approved by a significant segment of the accounting profession; and
(4): the rules and regulations of the SEC governing the inclusion of financial statements (including pro forma financial statements) in periodic reports required to be filed pursuant to Section 13 of the Exchange Act, including opinions and pronouncements in staff accounting bulletins and similar written statements from the accounting staff of the SEC.

"Guarantee" means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of any Person and any obligation, direct or indirect, contingent or otherwise, of such Person:

(1): to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness of such Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take-or-pay or to maintain financial statement conditions or otherwise); or
(2): entered into for the purpose of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part);

provided, however, that the term "Guarantee" shall not include endorsements for collection or deposit in the ordinary course of business. The term "Guarantee" used as a verb has a corresponding meaning.

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"Guarantor" means any Subsidiary of the Company that Guarantees the Notes pursuant to the terms of the Indenture, in each case unless and until such Subsidiary is released from its obligations under its Guaranty pursuant to the terms of the Indenture.

"Guaranty" means a Guarantee by a Guarantor of the Company's Obligations with respect to the Notes.

"Hedging Obligations" of any Person means the obligations of such Person pursuant to any Interest Rate Agreement or Currency Agreement.

"Holder" or "Noteholder" means the Person in whose name a Note or an IDS is registered on the Registrar's books.

"IDSs" means the securities of the Company each of which is comprised of shares of Class A common stock and $ principal amount of Notes.

"Incur" means issue, assume, Guarantee, incur or otherwise become liable for; provided, however, that any Indebtedness or Capital Stock of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Person at the time it becomes a Restricted Subsidiary. The term "Incurrence" when used as a noun shall have a correlative meaning. Solely for purposes of determining compliance with "—Certain Covenants—Limitation on Indebtedness," (1) amortization of debt discount or the accretion of principal with respect to a non-interest bearing or other discount security, (2) the payment of regularly scheduled interest in the form of additional Indebtedness of the same instrument or the payment of regularly scheduled dividends on Capital Stock in the form of additional Capital Stock of the same class and with the same terms, and (3) unrealized losses or charges in respect of Hedging Obligations (including those resulting from the application of FAS 133), in each case will be deemed not to be Incurrences of Indebtedness.

"Indebtedness" means, with respect to any Person on any date of determination (without duplication):

(1): the principal in respect of (A) indebtedness of such Person for money borrowed and (B) indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable, including, in each case, any premium on such indebtedness to the extent such premium has become due and payable;
(2): all Capital Lease Obligations of such Person and all Attributable Debt in respect of Sale/Leaseback Transactions entered into by such Person;
(3): all obligations of such Person issued or assumed as the deferred purchase price of property, all conditional sale obligations of such Person and all obligations of such Person under any title retention agreement (but excluding trade accounts payable arising in the ordinary course of business);
(4): all obligations of such Person for the reimbursement of any obligor on any letter of credit, banker's acceptance or similar credit transaction (other than obligations with respect to letters of credit issued otherwise than under the Credit Agreement securing obligations (other than obligations described in clauses (1) through (3) above) entered into in the ordinary course of business of such Person to the extent such letters of credit are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the tenth Business Day following payment on the letter of credit);
(5): the amount of all obligations of such Person with respect to the redemption, repayment or other repurchase of any Disqualified Stock of such Person or, with respect to any Preferred Stock of any Subsidiary of such Person, the principal amount of such Preferred Stock to be

144

determined in accordance with the Indenture (but excluding, in each case, any accrued dividends);

(6): all obligations of the types referred to in clauses (1) through (5) of other Persons and all dividends of other Persons for the payment of which, in either case, such Person is responsible or liable, directly or indirectly, as obligor, guarantor or otherwise, including by means of any Guarantee;
(7): all obligations of the types referred to in clauses (1) through (6) of other Persons secured by any Lien on any property or asset of such Person (whether or not such obligation is assumed by such Person), the amount of such obligation being deemed to be the lesser of the value of such property or assets and the amount of the obligation so secured; and
(8): to the extent not otherwise included in this definition, Hedging Obligations of such Person.

The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, upon the occurrence of the contingency giving rise to the obligation, of any contingent obligations at such date; provided, however, that in the case of Indebtedness sold at a discount, the amount of such Indebtedness at any time will be the accreted value thereof at such time.

"Independent Qualified Party" means an investment banking firm, accounting firm or appraisal firm of national standing; provided, however, that such firm is not an Affiliate of the Company.

"Initial Issuance Over-allotment Option" means the over-allotment option granted to the underwriters to purchase additional IDSs in connection with the initial offering of the IDSs.

"Interest Deferral Period" means an Initial Interest Deferral Period or a Subsequent Interest Deferral Period.

"Interest Rate Agreement" means, in respect of a Person, any interest rate swap agreement, interest rate cap agreement or other financial agreement or arrangement designed to reduce such Person's interest expense or protect such Person against fluctuations in interest rates.

"Investment" in any Person means any direct or indirect advance, loan (other than advances to customers in the ordinary course of business that are recorded as accounts receivable on the balance sheet of the lender) or other extensions of credit (including by way of Guarantee or similar arrangement) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase or acquisition of Capital Stock, Indebtedness or other similar instruments issued by such Person. Except as otherwise provided for herein, the amount of an Investment shall be its fair value at the time the Investment is made and without giving effect to subsequent changes in value.

For purposes of the definition of "Unrestricted Subsidiary," the definition of "Restricted Payment" and the covenant described under "—Certain Covenants—Limitation on Restricted Payments":

(1): "Investment" shall include the portion (proportionate to the Company's equity interest in such Subsidiary) of the fair market value of the net assets of any Subsidiary of the Company at the time that such Subsidiary is designated an Unrestricted Subsidiary; and
(2): any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the Board of Directors.

"Issue Date" means , 2004.

"Legal Holiday" means a Saturday, a Sunday or a day on which banking institutions are not required to be open in the State of New York.

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"Lien" means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof).

"Merisant" means Merisant Company, a Delaware corporation.

"Merisant Senior Debt" means .

"Moody's" means Moody's Investors Service, Inc.

"MSD" means MSD Capital, L.P., its Related Parties, and any other Person to the extent MSD Capital, L.P. makes all relevant investment decisions for such Person.

"Net Available Cash" from an Asset Disposition means cash payments received therefrom (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise and proceeds from the sale or other disposition of any securities received as consideration, but only as and when received, but excluding any other consideration received in the form of assumption by the acquiring Person of Indebtedness or other obligations relating to such properties or assets or received in any other non-cash form), in each case net of:

(1): all legal, title and recording tax expenses, commissions and other fees and expenses incurred, and all Federal, state, provincial, foreign and local taxes required to be accrued as a liability under GAAP, as a consequence of such Asset Disposition;
(2): all payments made on any Indebtedness which is secured by any assets subject to such Asset Disposition, in accordance with the terms of any Lien upon or other security agreement of any kind with respect to such assets, or which must by its terms, or in order to obtain a necessary consent to such Asset Disposition, or by applicable law, be repaid out of the proceeds from such Asset Disposition;
(3): all distributions and other payments required to be made to minority interest holders in Restricted Subsidiaries as a result of such Asset Disposition; and
(4): the deduction of appropriate amounts provided by the seller as a reserve, in accordance with GAAP, against any liabilities associated with the property or other assets disposed in such Asset Disposition and retained by the Company or any Restricted Subsidiary after such Asset Disposition.

"Net Cash Proceeds" means, with respect to any issuance or sale of Capital Stock, the cash proceeds of such issuance or sale net of attorneys' fees, accountants' fees, underwriters' or placement agents' fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof.

"Obligations" means all obligations for principal, premium, interest, penalties, fees, indemnifications, reimbursements and other amounts payable.

"Officer" means the Chairman of the Board, the President, any Vice President, the Treasurer or the Secretary of the Company.

"Officers' Certificate" means a certificate signed by two Officers.

"Opinion of Counsel" means a written opinion from legal counsel who is reasonably acceptable to the Trustee. The counsel may be an employee of or counsel to the Company or the Trustee.

"Permitted Holders" means (i) Pegasus Partners II, L.P., (ii) MSD, (iii) Carolwood Tabletop Holdings, LLC, and (iv) any Related Party of any of the foregoing.

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"Permitted Investment" means an Investment by the Company or any Restricted Subsidiary in:

(1): the Company, a Wholly Controlled Subsidiary or a Person that will, upon the making of such Investment, become a Wholly Controlled Subsidiary; provided, however, that the primary business of such Wholly Controlled Subsidiary is a Related Business;
(2): another Person if as a result of such Investment such other Person is merged or consolidated with or into, or transfers or conveys all or substantially all its assets to, the Company or a Restricted Subsidiary; provided, however, that such Person's primary business is a Related Business;
(3): cash and Temporary Cash Investments;
(4): receivables owing to the Company or any Restricted Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms as the Company or any such Restricted Subsidiary deems reasonable under the circumstances;
(5): payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;
(6): loans or advances to employees made in the ordinary course of business of the Company or such Restricted Subsidiary;
(7): stock, obligations or securities received in settlement of debts created in the ordinary course of business and owing to the Company or any Restricted Subsidiary or in satisfaction of judgments;
(8): any Person to the extent such Investment represents the non-cash portion of the consideration received for an Asset Disposition as permitted pursuant to the covenant described under "—Certain Covenants—Limitation on Sales of Assets and Subsidiary Stock";
(9): any Person where such Investment was 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;
(10): any Investment by the Company or a Restricted Subsidiary of the Company in a Receivables Subsidiary, or any Investment by a Receivables Subsidiary in any other Person, in each case in connection with a Qualified Receivables Transaction and in a manner, and for consideration, customary for transactions of that type;
(11): any Person to the extent such Investments consist of prepaid expenses, negotiable instruments held for collection, and lease, workers' compensation, performance and similar deposits made in the ordinary course of business by the Company or any Restricted Subsidiary;
(12): any Person to the extent such Investments consist of Hedging Obligations otherwise not prohibited under the covenant described under "—Certain Covenants—Limitation on Indebtedness";
(13): any Person if (A) the primary business of such Person is a Related Business, (B) such Person conducts substantially all of its business operations outside of the United States, and (C) the

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amount of such Investment, when taken together with all other Investments made pursuant to this clause (13), does not exceed $4.0 million; and

(14): any Person, not otherwise permitted to be made pursuant to the preceding clauses of this definition, in an aggregate amount which, when taken together with all other Investments made pursuant to this clause (14), does not exceed the greater of (A) $15.0 million, and (B) 2.5% of Consolidated Tangible Assets.

"Person" means any individual, corporation, partnership, limited liability company, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

"Preferred Stock", as applied to the Capital Stock of any Person, means Capital Stock of any class or classes (however designated) which is preferred as to the payment of dividends or distributions, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of Capital Stock of any other class of such Person.

"principal" of a Note means the principal of the Note plus the premium, if any, payable on the Note which is due or overdue or is to become due at the relevant time.

"Prospectus" means the Prospectus dated , 2004 relating to the issuance of the IDSs and the Notes.

"Qualified Receivables Transaction" means any transaction or series of transactions entered into by the Company or any of its Restricted Subsidiaries pursuant to which the Company or any of its Restricted Subsidiaries sells, conveys or otherwise transfers to (i) a Receivables Subsidiary (in the case of a transfer by the Company or any of its Restricted Subsidiaries) and (ii) any other Person (in the case of a transfer by a Receivables Subsidiary), or grants a security interest in, any Receivables Assets, in each case in a manner customary for asset securitization transactions.

"Quarterly Base Dividend Level" means, for any fiscal quarter, % of the Company's Excess Cash for the 12-month period ending on the last day of the Company's then most recently ended fiscal quarter for which internal financial statements are available at the time such dividend is declared and paid, divided by four.

"Receivables Assets" means any accounts receivable, instruments, chattel paper, general intangibles and similar assets (whether now existing or arising in the future, "Receivables") of the Company or any of its Subsidiaries, and any assets related thereto including all collateral securing such Receivables, all contracts, contract rights and all guarantees or other obligations in respect of such Receivables, proceeds of such Receivables and any other assets which are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions.

"Receivables Subsidiary" means a Subsidiary of the Company that satisfies all of the following requirements:

(1): such Receivables Subsidiary engages in no activities other than in connection with the financing of Receivables Assets;
(2): such Receivables Subsidiary is designated by the Board of Directors of the Company (as provided below) as a Receivables Subsidiary;
(3): no portion of any Obligations (contingent or otherwise) of such Receivables Subsidiary (a) is Guaranteed by the Company or any other Subsidiary of the Company (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); (b) is recourse to or obligates the Company or any other Subsidiary of the Company in any way other than

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pursuant to customary representations, warranties, covenants and indemnities entered into in connection with a Qualified Receivables Transaction; or (c) subjects any property or asset of the Company or any other Subsidiary of the Company (other than Receivables Assets), directly or indirectly, contingently or otherwise, to the satisfaction of such Obligations, other than pursuant to customary representations, warranties, covenants and indemnities entered into in connection with a Qualified Receivables Transaction;

(4): neither the Company nor any other Subsidiary of the Company has any material contract, agreement, arrangement or understanding with such Receivables Subsidiary other than on terms no less favorable to the Company or such other Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company, other than as may be customary in a Qualified Receivables Transaction including for fees payable in the ordinary course of business in connection with servicing Receivables Assets; and
(5): neither the Company nor any other Subsidiary of the Company has any obligation to maintain or preserve such Receivables Subsidiary's financial condition or cause such Receivables Subsidiary to achieve certain levels of operating results.

Any such designation of a Receivables Subsidiary by the Board of Directors of the Company will be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors of the Company giving effect to such designation and an Officers' Certificate certifying that such designation complied with the foregoing conditions.

"Refinance" means, in respect of any Indebtedness, to refinance, extend, renew or refund, or to issue other Indebtedness in exchange or replacement for, such Indebtedness. "Refinanced" and "Refinancing" shall have correlative meanings.

"Refinancing Indebtedness" means Indebtedness that Refinances any Indebtedness of the Company or any Restricted Subsidiary existing on the Issue Date or Incurred in compliance with the Indenture, including Indebtedness that Refinances Refinancing Indebtedness; provided, however, that:

(1): such Refinancing Indebtedness has a Stated Maturity no earlier than the Stated Maturity of the Indebtedness being Refinanced;
(2): such Refinancing Indebtedness has an Average Life at the time such Refinancing Indebtedness is Incurred that is equal to or greater than the Average Life of the Indebtedness being Refinanced; and
(3): such Refinancing Indebtedness has an aggregate principal amount (or if Incurred with original issue discount, an aggregate issue price) that is equal to or less than the aggregate principal amount (or if Incurred with original issue discount, the aggregate accreted value) then outstanding or committed (plus fees and expenses, including any premium and defeasance costs) under the Indebtedness being Refinanced;

provided further, however, that Refinancing Indebtedness shall not include (A) Indebtedness of a Subsidiary that Refinances Indebtedness of the Company or (B) Indebtedness of the Company or a Restricted Subsidiary that Refinances Indebtedness of an Unrestricted Subsidiary.

"Related Business" means any business in which the Company and its Restricted Subsidiaries were engaged on the Issue Date and any business related, ancillary or complementary to any business in which the Company and its Restricted Subsidiaries were engaged on the Issue Date.

"Related Party" means (1) any controlling stockholder, controlling member, general partner, majority owned Subsidiary, or spouse or immediate family member (in the case of an individual) of any Permitted Holder, (2) any estate, trust, corporation, partnership or other entity, the beneficiaries, stockholders, partners, owners or Persons holding a controlling interest of which consist solely of one or

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more Permitted Holders and/or such other Persons referred to in the immediately preceding clause (1), or (3) any executor, administrator, trustee, manager, director or other similar fiduciary of any Person referred to in the immediately preceding clause (2) acting solely in such capacity.

"Representative" means with respect to a Person any trustee, agent or representative (if any) for an issue of Senior Indebtedness of such Person.

"Restricted Payment" with respect to any Person means:

(1): the declaration or payment of any dividends or any other distributions of any sort in respect of its Capital Stock (including any payment in connection with any merger or consolidation involving such Person) or similar payment to the direct or indirect holders of its Capital Stock (other than (A) dividends or distributions payable solely in its Capital Stock (other than Disqualified Stock), (B) dividends or distributions payable solely to the Company or a Restricted Subsidiary, and (C) dividends or other distributions made by a Subsidiary to the holders of any class of its Capital Stock on a pro rata basis);
(2): the purchase, redemption or other acquisition or retirement for value of any Capital Stock of the Company held by any Person or of any Capital Stock of a Restricted Subsidiary held by any Affiliate of the Company (other than a Restricted Subsidiary), including the exercise of any option to exchange any Capital Stock (other than into Capital Stock of the Company that is not Disqualified Stock);
(3): the purchase, repurchase, redemption, defeasance or other acquisition or retirement for value, prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment of any Subordinated Obligations of such Person (other than (A) payments made solely to the Company or a Wholly Controlled Subsidiary and (B) the purchase, repurchase or other acquisition of Subordinated Obligations purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such purchase, repurchase or other acquisition); or
(4): the making of any Investment (other than a Permitted Investment) in any Person.

"Restricted Subsidiary" means any Subsidiary of the Company that is not an Unrestricted Subsidiary.

"S&P" means Standard & Poor's Ratings Group.

"Sale/Leaseback Transaction" means an arrangement relating to property owned by the Company or a Restricted Subsidiary on the Issue Date or thereafter acquired by the Company or a Restricted Subsidiary whereby the Company or a Restricted Subsidiary transfers such property to a Person and the Company or a Restricted Subsidiary leases it from such Person.

"SEC" means the U.S. Securities and Exchange Commission.

"Securities Act" means the U.S. Securities Act of 1933, as amended.

"Senior Indebtedness" means with respect to any Person:

(1): the Bank Indebtedness and any other Indebtedness of such Person, whether outstanding on the Issue Date or thereafter Incurred; and
(2): accrued and unpaid interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to such Person whether or not post-filing interest is allowed in such proceeding) in respect of (a) indebtedness of such Person for money borrowed (and all Interest Rate Agreements directly related thereto) and (b) indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable;

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unless, in the case of clauses (1) and (2), in the instrument creating or evidencing the same or pursuant to which the same is outstanding, it is provided that such obligations are subordinate or pari passu in right of payment to the Notes or the Guaranty of such Person, as the case may be; provided, however, that Senior Indebtedness shall not include:

(A): any obligation of such Person to any Subsidiary;
(B): any liability for Federal, state, local or other taxes owed or owing by such Person;
(C): any accounts payable or other liability to trade creditors arising in the ordinary course of business (including Guarantees thereof or instruments evidencing such liabilities);
(D): any Indebtedness of such Person (and any accrued and unpaid interest in respect thereof) which is subordinate in right of payment to any other Indebtedness or other obligation of such Person;
(E): any obligations with respect to any Capital Stock; or
(F): that portion of any Indebtedness which at the time of Incurrence is Incurred in violation of the Indenture.

"Senior Subordinated Indebtedness" means, with respect to a Person, the Notes (in the case of the Company), the Guaranty (in the case of a Guarantor) and any other Indebtedness of such Person that specifically provides that such Indebtedness is to rank pari passu with the Notes or such Guaranty, as the case may be, in right of payment and is not subordinated by its terms in right of payment to any Indebtedness or other obligation of such Person which is not Senior Indebtedness of such Person.

"Significant Subsidiary" means any Restricted Subsidiary that would be a "Significant Subsidiary" of the Company within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC.

"Stated Maturity" means, with respect to any security, the date specified in such security as the fixed date on which the final payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the option of the holder thereof upon the happening of any contingency unless such contingency has occurred).

"Subordinated Obligation" means, with respect to a Person, any Indebtedness of such Person (whether outstanding on the Issue Date or thereafter Incurred) which is subordinated in right of payment to the Notes or a Guaranty of such Person, as the case may be, pursuant to a written agreement to that effect.

"Subsidiary" means, with respect to any Person, any corporation, association, partnership or other business entity of which more than 50% of the total voting power of shares of Voting Stock is at the time owned or controlled, directly or indirectly, by:

(1): such Person;
(2): such Person and one or more Subsidiaries of such Person; or
(3): one or more Subsidiaries of such Person.

Unless otherwise specified or inappropriate in the context, "Subsidiary" means a Subsidiary of the Company.

"Supplemental Guaranty Agreement" means a supplemental indenture, in a form satisfactory to the Trustee, pursuant to which a Guarantor guarantees the Company's obligations with respect to the Notes on the terms provided for in the Indenture.

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"Temporary Cash Investments" means any of the following:

(1): any investment in direct obligations of the United States of America or any agency thereof or obligations guaranteed by the United States of America or any agency thereof;
(2): investments in demand accounts, time deposit accounts, certificates of deposit and money market deposits maturing within 180 days of the date of acquisition thereof issued by a bank or trust company which is organized under the laws of the United States of America, any State thereof or any foreign country recognized by the United States of America, and which bank or trust company has capital, surplus and undivided profits aggregating in excess of $50.0 million (or the foreign currency equivalent thereof) and has outstanding debt which is rated "A" (or such similar equivalent rating) or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act) or any money market fund sponsored by a registered broker dealer or mutual fund distributor;
(3): repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clause (1) above entered into with a bank meeting the qualifications described in clause (2) above;
(4): investments in commercial paper, maturing not more than 90 days after the date of acquisition, issued by a corporation (other than an Affiliate of the Company) organized and in existence under the laws of the United States of America or any foreign country recognized by the United States of America with a rating at the time as of which any investment therein is made of "P-1" (or higher) according to Moody's or "A-1" (or higher) according to S&P; and
(5): investments in securities with maturities of six months or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States of America, or by any political subdivision or taxing authority thereof, and rated at least "A" by S&P or "A" by Moody's.

"Transactions" means .

"Treasury Rate" means the yield to maturity at the time of computation of U.S. Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Release H 15 (519) which has become publicly available at least two Business Days prior to the Redemption Date (or, if such Statistical Release is no longer published, any publicly available source or similar market data)) closest to the period from the Redemption Date to the Five-Year Date; provided, however, that if the period from the Redemption Date to the Five-Year Date is not equal to the constant maturity of a U.S. Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of one year) from the weekly average yields of U.S. Treasury securities for which such yields are given, except that if the period from the Redemption Date to the Five-Year Date is less than one year, the weekly average yield on actually traded U.S. Treasury securities adjusted to a constant maturity of one year shall be used.

"Trustee" means until a successor replaces it and, thereafter, means the successor.

"Trust Indenture Act" means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the Issue Date.

"Trust Officer" means the Chairman of the Board, the President or any other officer or assistant officer of the Trustee assigned by the Trustee to administer its corporate trust matters.

"Unrestricted Subsidiary" means:

(1): any Subsidiary of the Company that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors in the manner provided below; and

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(2): any Subsidiary of an Unrestricted Subsidiary,

in each case unless and until such Subsidiary is designated a Restricted Subsidiary for purposes of the Indenture.

The Board of Directors of the Company may designate any Subsidiary of the Company (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Capital Stock or Indebtedness of, or holds any Lien on any property of, the Company or any other Subsidiary of the Company that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that either (A) the Subsidiary to be so designated has total assets of $1,000 or less or (B) if such Subsidiary has assets greater than $1,000, such designation would be permitted under the covenant described under "—Certain Covenants—Limitation on Restricted Payments" (the amount of such Restricted Payment being calculated in the manner set forth in the definition of the term "Investment").

The Board of Directors of the Company may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that immediately after giving effect to such designation (A) the Company could Incur $1.00 of additional Indebtedness under paragraph (a) of the covenant described under "—Certain Covenants—Limitation on Indebtedness" and (B) no Default shall have occurred and be continuing. Any such designation by the Board of Directors shall be evidenced to the Trustee by promptly filing with the Trustee a 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 foregoing provisions.

"U.S. Government Obligations" means direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable at the issuer's option.

"Voting Stock" of a Person means all classes of Capital Stock or other interests (including partnership interests) of such Person then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof.

"Wholly Controlled Subsidiary" means (i) any Wholly Owned Subsidiary and (ii) any Foreign Subsidiary if (A) all of the Capital Stock of such Foreign Subsidiary (other than directors' qualifying shares and Foreign Required Minority Shares, in each case only to the extent required by applicable law) is owned by the Company or one or more Wholly Owned Subsidiaries, and (B) the Company, by contract or otherwise, controls the management and business of such Foreign Subsidiary and derives the economic benefits of ownership of such Foreign Subsidiary to substantially the same extent as if such Foreign Subsidiary were a Wholly Owned Subsidiary.

"Wholly Owned Subsidiary" means a Restricted Subsidiary all the Capital Stock of which is owned by the Company or one or more Wholly Owned Subsidiaries.

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SHARES ELIGIBLE FOR FUTURE SALE

Future sales or the availability for sale of substantial amounts of IDSs or shares of our Class A common stock or a significant principal amount of our senior subordinated notes in the public market could adversely affect prevailing market prices and could impair our ability to raise capital through future sales of our securities. Upon completion of this offering, we will have IDSs outstanding, in respect of in the aggregate shares of our Class A common stock and $ million aggregate principal amount of our senior subordinated notes. All of these IDSs and securities represented thereby will be freely tradable without restriction or further registration under the Securities Act, unless the IDSs or securities represented thereby are purchased by "affiliates" as that term is defined in Rule 144 under the Securities Act. Upon completion of this offering, the existing financial investor and management will own shares of our Class B common stock representing an aggregate % ownership interest in us after the offering, or % if the underwriters' over-allotment option is exercised in full. Beginning on the 181^st day after the consummation of this offering, the holders of our Class B common stock will have certain rights to exchange their Class B common Stock for the equivalent value of IDSs. However, until the second anniversary of the consummation of this offering, the shareholders agreement will restrict the holders of our Class B common stock from exercising such exchange right if following the exchange the holders of our Class B common stock would hold less than shares. We anticipate that our existing financial investor will have demand registration rights for its shares of Class B common stock and that our other Class B stockholders will have piggyback registration rights for their shares of Class B common stock. See "Related Party Transactions—Shareholders Agreement and Registration Rights Agreement." Registration rights may not be exercised during the lock-up period. Holders of Class B common stock may not transfer any shares during the lock-up period.

If permitted under our senior debt agreements, we may issue shares of our common stock or senior subordinated notes, which may be in the form of IDSs, or other securities from time to time as consideration for future acquisitions and investments. In the event any such acquisition or investment is significant, the number of shares of our common stock or senior subordinated notes, which may be in the form of IDSs, or other securities that we may issue may in turn be significant. In addition, we may also grant registration rights covering those shares of our common stock or senior subordinated notes and IDSs, if applicable, or other securities in connection with any such acquisitions and investments.

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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following discussion describes the material U.S. federal income tax considerations (and certain U.S. federal estate tax consequences) associated with the ownership of IDSs, senior subordinated notes and Class A common stock as of the date hereof by U.S. Holders (as defined below) and Non-U.S. Holders (as defined below). Except where noted, it deals only with IDSs, senior subordinated notes and Class A common stock held as capital assets by holders who acquired IDSs upon their original issuance at their initial offering price or senior subordinated notes (not represented by IDSs) upon their original issuance at their initial issue price and does not deal with special situations, such as those of:

•: dealers in securities or currencies,
•: financial institutions,
•: regulated investment companies,
•: real estate investment trusts,
•: tax-exempt entities,
•: insurance companies,
•: persons holding IDSs, senior subordinated notes or common stock as a part of a hedging, integrated, conversion or constructive sale transaction or a straddle,
•: traders in securities that elect to use a mark-to-market method of accounting for their securities holdings,
•: persons liable for alternative minimum tax,
•: investors in pass-through entities, or
•: U.S. Holders (as defined below) whose "functional currency" is not the U.S. dollar.

Furthermore, the discussion below is based upon the provisions of the Internal Revenue Code of 1986, as amended (the "Code"), the Treasury regulations promulgated thereunder and administrative and judicial interpretations thereof, all as of the date hereof, and such authorities may be repealed, revoked, modified or subject to differing interpretations, possibly on a retroactive basis, so as to result in U.S. federal income tax consequences different from those discussed below.

A "U.S. Holder" of IDSs, senior subordinated notes or Class A common stock means a beneficial owner that is, for U.S. federal income tax purposes:

•: an individual citizen or resident of the United States,
•: a corporation (or other entity taxable as a corporation) created or organized in or under the laws of the United States or any political subdivision thereof,
•: an estate the income of which is subject to U.S. federal income taxation regardless of its source, or
•: a trust if it (1) is subject to the primary supervision of a court within the United States and one or more U.S. persons have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

If a partnership (or other entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds IDSs, senior subordinated notes or common stock, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding IDSs, senior subordinated notes or Class A common stock, we urge you to consult your own tax advisors.

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No statutory, administrative or judicial authority directly addresses the treatment of IDSs or instruments substantially similar to IDSs for U.S. federal income tax purposes. As a result, the IRS or the courts may not agree with the tax consequences described herein. A different treatment from that assumed below could adversely affect the amount, timing and character of income, gain or loss in respect of an investment in the IDSs or senior subordinated notes, and, in the case of Non-U.S. Holders, could subject payments to such holders to U.S. federal withholding or the holding of all such securities to U.S. federal estate taxes. Payments to Non-U.S. Holders would not be grossed-up for any such taxes. In addition, a different treatment could result in the loss by us of all or part of the deduction for interest paid on the senior subordinated notes.

IF YOU ARE CONSIDERING THE PURCHASE OF IDSs OR SENIOR SUBORDINATED NOTES, WE URGE YOU TO CONSULT YOUR OWN TAX ADVISORS CONCERNING THE PARTICULAR U.S. FEDERAL INCOME TAX CONSEQUENCES TO YOU OF THE OWNERSHIP OF IDSS, SENIOR SUBORDINATED NOTES AND COMMON STOCK, AS WELL AS ANY CONSEQUENCES TO YOU ARISING UNDER THE LAWS OF ANY OTHER TAXING JURISDICTION. INVESTORS IN IDSs OR SENIOR SUBORDINATED NOTES MUST RELY ON THE ADVICE OF THEIR OWN COUNSEL.

IDSs

Separate Instruments

As discussed more fully below under "—Senior Subordinated Notes—Characterization of Senior Subordinated Notes," for U.S. federal income tax purposes, the IDSs issued by Tabletop should be treated as two separate instruments consisting of a senior subordinated note issued by Tabletop and a share of Class A common stock of Tabletop. Accordingly, we intend to treat the acquisition of IDSs in this manner and, by purchasing an IDS, you will agree to such treatment. The remainder of this discussion assumes that an acquisition of IDSs issued by Tabletop will be treated as an acquisition of two separate instruments consisting of a senior subordinated note issued by Tabletop and a share of Class A common stock of Tabletop.

Allocation of Purchase Price

The purchase price of each IDS will be allocated between the shares of Class A common stock and the senior subordinated note represented thereby in proportion to their respective fair market values at the time of purchase. Such allocation will establish your initial tax basis in the shares of common stock and the senior subordinated note. We expect to report the initial fair market value of each share of common stock as $ and the initial fair market value of each senior subordinated note as $ , and by purchasing IDSs, you will agree to and be bound by such allocation and that you will not take a contrary position for any purpose, including tax reporting purposes. Such allocation assumes an initial public offering price of $ per IDS, which represents the mid-point of the range set forth on the cover page of this prospectus. If such allocation is not respected, it is possible that the senior subordinated notes held as part of the IDSs will be treated as having been issued with OID (if the allocation to the senior subordinated notes were determined to be too high) or amortizable bond premium (if the allocation to the senior subordinated notes were determined to be too low). In addition, if the amount allocated to a senior subordinated note generally exceeds the face amount of the bond, the senior subordinated note will be treated as having been issued with amortizable bond premium. You generally would have to include OID in income in advance of the receipt of cash attributable to that income and would be able to elect to amortize bond premium over the term of the senior subordinated notes. The remainder of this discussion assumes that the initial fair market value of each share of common stock is $ and the initial fair market value of each senior subordinated note is $ .

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Separation and Recombination

If you separate an IDS into shares of Class A common stock and a senior subordinated note or recombine shares of Class A common stock and a senior subordinated note to form an IDS, you will not recognize gain or loss upon the separation of IDSs or recombination of shares of Class A common stock and senior subordinated notes. You will continue to take into account items of income or deduction otherwise includible or deductible, respectively, with respect to the shares of Class A common stock and the senior subordinated note, and your tax basis in the shares of Class A common stock and in the senior subordinated note will not be affected by the separation or recombination.

Senior Subordinated Notes

Characterization of Senior Subordinated Notes

As discussed in more detail in the following paragraphs, we believe that the senior subordinated notes should be treated as debt for U.S. federal income tax purposes. This conclusion may not be sustained if challenged by the IRS. We will receive an opinion of our special counsel, Sidley Austin Brown & Wood LLP, and the lead underwriters will receive an opinion of their counsel, Akin Gump Strauss Hauer & Feld LLP, that (1) for U.S. federal income tax purposes, the IDSs issued by Tabletop should be treated as two separate instruments consisting of a senior subordinated note issued by Tabletop and a share of Class A common stock of Tabletop and (2) the senior subordinated notes should be treated as debt for U.S. federal income tax purposes. Such opinions are based in part on facts described in this prospectus and on various other factual assumptions, representations (including the representations made by you—See "Notice to Purchasers of Separate Senior Subordinated Notes and Acknowledgement of Purchaser Intent") and determinations (including those described below). Any alteration of such facts could adversely affect such opinions. The opinions of counsel are not binding on the IRS or the courts, and no ruling on this issue has been requested from the IRS. There is no authority that directly addresses the tax treatment of the IDSs, and the application to the IDSs of existing authority regarding the tax treatment of subordinated debt offered under circumstances such as the offering (i.e., offered as a unit consisting of debt and common stock) is not entirely clear. Accordingly, neither we nor our special counsel can conclude with certainty that an acquisition of IDSs should be treated as an acquisition of two separate instruments for U.S. federal income tax purposes or that the senior subordinated notes will be treated as debt for U.S. federal income tax purposes. We will treat, and, by acquiring an IDS or separated senior subordinated note (not represented by an IDS), each holder agrees to treat, the senior subordinated notes as our indebtedness for all tax purposes.

The determination of whether an instrument is properly classified as debt or equity for U.S. federal income tax purposes is based on all relevant facts and circumstances. There is no clear statutory definition of debt and its characterization is governed by principles developed in case law, which analyzes numerous factors (with no one factor being dispositive) that are intended to identify the economic substance of the investor's interest in the corporation. The opinions of our special counsel and counsel to the lead underwriters described above rely upon certain representations and determinations by us and an independent appraisal firm, including representations and determinations substantially to the effect that:

•: when taken together and considered as a whole, without any single factor necessarily being dispositive, the term, interest rate, issue price and other material provisions of the senior subordinated notes including, inter alia, restrictions on incurrence of debt, payment of dividends and creditor rights are commercially reasonable and are substantially similar to those terms to which an unrelated third party lender, not otherwise owning equity in Tabletop, bargaining at arm's length with Tabletop, would reasonably agree, where such lender would ordinarily be considered by knowledgeable corporate finance experts to be a lender in the corporate bond market or other market for corporate debt and not an investor in preferred stock;

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•: the aggregate principal amount of the senior subordinated notes and our other indebtedness in relation to the aggregate amount of Tabletop capital is commercially reasonable under the circumstances;
•: after 45 days from the closing of this offering, an investor holding IDSs may separate the Class A common stock and senior subordinated notes comprising the IDSs without material market impediments;
•: based on Tabletop's detailed twenty year financial forecasts (and assuming without verification by the independent appraisal firm that such forecasts are correct), and assuming that market conditions in 2014 are substantially similar to current market conditions, Tabletop should be able to repay the principal amount of the senior subordinated notes at the first extension maturity date with accumulated cash and/or by refinancing provided by a third party lender, other debt provider, or a combination thereof;
•: based on Tabletop's detailed twenty year financial forecasts (and assuming without verification by the independent appraisal firm that such forecasts are correct), and assuming that market conditions in 2024 are substantially similar to current market conditions, Tabletop should be able to repay the principal amount of the senior subordinated notes at the second extension maturity date, and it is likely that such repayment would be made with accumulated cash and/or by refinancing with short term (i.e., five years or less) unsubordinated debt, or a combination thereof; and
•: based on the offering price of the IDSs (and the implied valuation of Tabletop) and after giving effect to this offering, the ratio of (a) the sum of (i) the principal amount of the senior subordinated notes, (ii) the principal amount of Merisant's new senior indebtedness, (iii) the amount outstanding under Merisant's new revolving credit facility and (iv) amounts owed to trade creditors to (b) the fair market value of Tabletop's equity does not exceed approximately to 1.

The senior subordinated notes might be treated as equity rather than debt for U.S. federal income tax purposes. In that case, the interest on the senior subordinated notes would generally be treated as a distribution in respect of that equity, and would not be deductible by us for U.S. federal income tax purposes. Our inability to deduct interest on the senior subordinated notes could materially increase our taxable income and, thus, our U.S. federal income tax liability. This would reduce our after-tax cash flow, thereby adversely affecting our ability to make interest and principal payments on the senior subordinated notes and to pay dividends on the common stock. We would also be liable for withholding taxes (and for interest and possibly penalties for failure to withhold) on any interest payments previously made by us to Non-U.S. Holders that are recharacterized as dividends for U.S. federal income tax purposes. See "Consequences to Non-U.S. Holders—Common Stock Held by Non-U.S. Holders—Dividends" below.

Additionally, the IRS may challenge the determination that the interest rate on the senior subordinated notes represents an arm's length rate and, if successful, any excess amount over an arm's length rate could be recharacterized as a non-deductible payment (such as a dividend) instead of an interest payment for U.S. federal income tax purposes, which could materially increase our taxable income and, thus, our U.S. federal income tax liability. We would also be liable for withholding of taxes on any interest payments previously made by us to Non-U.S. Holders that are recharacterized as dividends for U.S. federal income tax purposes. If the interest rate were determined to be less than the arm's length rate, the senior subordinated notes could be treated as issued with OID, which you would be required to include in income over the term of the senior subordinated notes prior to the receipt of cash.

Except where stated otherwise, the remainder of the discussion of the consequences to U.S. Holders and Non-U.S. Holders assumes the senior subordinated notes will be respected as debt, and that the interest rate on the senior subordinated notes will be respected as an arm's length rate.

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Sale, Exchange or Retirement of Senior Subordinated Notes

Upon the sale, exchange or other disposition of an IDS, you will be treated as having sold, exchanged or disposed of the senior subordinated note represented by the IDS. Upon the sale, exchange, retirement or other disposition of a senior subordinated note (held as part of an IDS or separately), you will recognize gain or loss equal to the difference between the proceeds realized on the sale or, in the case of a senior subordinated note held as part of an IDS, the portion of the proceeds allocable to your senior subordinated note (less, in each case, an amount equal to any accrued and unpaid interest, which will be treated as a payment of interest for U.S. federal income tax purposes) and your adjusted tax basis in the senior subordinated note. As described above under "—IDSs—Allocation of Purchase Price," your tax basis in a senior subordinated note held as part of an IDS or separately generally will equal the portion of the purchase price of the IDS allocable to the senior subordinated note or your purchase price of any senior subordinated note acquired separately, respectively, less any principal payments thereon. Such gain or loss will generally be capital gain or loss. Capital gains of individuals derived in respect of capital assets held for more than one year are eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations.

Stated Interest; Deferral of Interest

As discussed more fully above under "—Characterization of Senior Subordinated Notes," we believe that the senior subordinated notes should be treated as debt for U.S. federal income tax purposes. However, the IRS may challenge our position and such challenge may be successful. Tabletop will be permitted in certain circumstances to defer interest payments on the senior subordinated notes. See "Description of the Senior Subordinated Notes—Terms of the Notes—Interest Deferral". Subject to the discussion of deferred interest immediately below, stated interest on the senior subordinated notes will be taxable to you as ordinary income, at the time it is paid or accrued in accordance with your method of accounting for U.S. federal income tax purposes.

Under applicable Treasury regulations, a "remote" contingency that stated interest will not be timely paid will be ignored in determining whether a debt instrument is issued with OID. Although there is no authority that directly describes when a contingency such as the interest deferral option described in "Description of the Senior Subordinated Notes—Terms of the Notes—Interest Deferral" should be considered "remote", based on our financial forecasts, we believe that the likelihood of deferral of interest payments on the senior subordinated notes is remote within the meaning of the Treasury regulations relating to OID. Based on the foregoing, although the matter is not free from doubt because of the lack of direct authority, the option to defer interest should not cause the senior subordinated notes to be considered to be issued with OID at the time of their original issuance.

•: you would be required to include the yield on the senior subordinated notes in income as OID on an economic accrual basis over the term of the senior subordinated notes, possibly before the receipt of the cash attributable to the OID, and without regard to your overall method of tax accounting;
•: actual payments of stated interest would not be reported as taxable income;
•: any amount of OID included in your gross income (whether or not during a deferral period) with respect to the senior subordinated notes would increase your tax basis in the senior subordinated notes; and

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•: the amount of payments in respect of such accrued OID would reduce your tax basis in the senior subordinated notes.

Exchange Rights and Additional Issuances

The indenture governing the senior subordinated notes will permit us, from time to time, to issue additional senior subordinated notes having terms that are identical to those of the senior subordinated notes offered hereby. In particular, additional senior subordinated notes will be issued upon an exercise by holders of Class B common stock of their rights to exchange Class B common stock for IDSs. Such subsequently issued senior subordinated notes may be issued with OID if they are issued at a discount to their face amount (for example, as a result of changes in prevailing interest rates).

The U.S. federal income tax consequences to you of a subsequent issuance of senior subordinated notes with OID (or any issuance of senior subordinated notes thereafter) are unclear. The indenture governing the senior subordinated notes and the agreements with DTC will provide that, in the event there is a subsequent issuance of senior subordinated notes having terms identical to the senior subordinated notes offered hereby but issued with OID, each holder of senior subordinated notes or IDSs (as the case may be) agrees that a portion of such holder's senior subordinated notes will be automatically exchanged for a portion of the senior subordinated notes acquired by the holders of such subsequently issued senior subordinated notes, and the records of any record holders of senior subordinated notes will be revised to reflect such exchanges. Consequently, immediately following each such subsequent issuance and exchange, without any further action by such holder, each holder of senior subordinated notes, held as part of an IDS or separately (as the case may be), will own an inseparable unit composed of senior subordinated notes of each separate issuance in the same proportion as each other holder (and, for any such holder of IDSs, such inseparable unit composed of senior subordinated notes will be included in such holder's IDSs). Because a subsequent issuance will affect the senior subordinated notes in the same manner regardless of whether those senior subordinated notes are held as part of IDSs or separately, the combination of senior subordinated notes and shares of common stock to form IDSs or the separation of IDSs into senior subordinated notes and common stock should not affect your tax treatment.

The aggregate stated principal amount of senior subordinated notes owned by each holder will not change as a result of such subsequent issuance and exchange. However, under applicable law it is possible that the holders of subsequently issued senior subordinated notes (to the extent issued with OID) will not be entitled to a claim for the portion of their principal amount that represents unaccrued OID in the event of an acceleration of the senior subordinated notes or a bankruptcy proceeding occurring prior to the maturity of the senior subordinated notes.

Whether the receipt of subsequently issued senior subordinated notes in exchange for previously issued senior subordinated notes in this automatic exchange constitutes an exchange for U.S. federal income tax purposes depends on whether the subsequently issued senior subordinated notes are viewed as differing materially from the senior subordinated notes exchanged. Due to a lack of applicable guidance, it is unclear whether the subsequently issued senior subordinated notes would be viewed as differing materially from the previously issued senior subordinated notes for this purpose. Consequently, it is unclear whether an exchange of senior subordinated notes for subsequently issued senior subordinated notes is an exchange for U.S. federal income tax purposes. Whether the exchange is taxable will depend on whether it is a tax-free recapitalization. If the IRS successfully asserted that an automatic exchange following a subsequent issuance is a taxable exchange, an exchanging holder would generally recognize gain or loss in an amount equal to the difference between the fair market value of the subsequently issued senior subordinated notes received and such holder's adjusted tax basis in the senior subordinated notes exchanged. See "—Sale, Exchange or Retirement of Senior

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Subordinated Notes." It is also possible that the IRS might successfully assert that any resulting loss should be disallowed under the "wash sale" rules, in which case the holder's basis in the subsequently issued senior subordinated notes would be increased to reflect the amount of the disallowed loss. In the case of a taxable exchange, a holder's initial tax basis in the subsequently issued senior subordinated notes received in the exchange would be the fair market value of such senior subordinated notes on the date of exchange (adjusted to reflect any disallowed loss) and a holder's holding period in such senior subordinated notes would begin on the day after such exchange.

Regardless of whether the exchange is treated as a taxable event, such exchange may have potentially adverse U.S. federal income tax consequences to holders of senior subordinated notes or IDSs because it may result in, or result in an increase in, the amount of OID that you are required to accrue with respect to the senior subordinated notes. In addition, in the case of a holder that acquired senior subordinated notes at a premium (which premium may generally be amortized over the term of the senior subordinated notes), such an exchange may result in the holder's inability to amortize the portion of such premium that is attributable to the senior subordinated notes exchanged for subsequently issued senior subordinated notes. Furthermore, holders that acquire senior subordinated notes at "market discount" may, as a result of such issuance and exchange, effectively convert a portion of such market discount into OID. Generally, market discount, unlike OID, is not required to be included in income on an accrual basis, but instead results in treating a portion of the gain realized on the sale, exchange or retirement of the senior subordinated notes as ordinary income.

Following any subsequent issuance and exchange, we (and our agents) will report any OID on the subsequently issued senior subordinated notes ratably among all holders of senior subordinated notes and IDSs, and each holder of senior subordinated notes or IDSs will, by acquiring senior subordinated notes or IDSs, agree to report OID in a manner consistent with this approach. Consequently, holders that acquire senior subordinated notes in this offering may be required to report OID as a result of a subsequent issuance (even though they purchased senior subordinated notes having no OID). This will generally result in such holders reporting more interest income over the term of the senior subordinated notes than they would have reported had no such issuance and exchange occurred. Any such additional interest income will be reflected as an increase in the tax basis of the senior subordinated notes, which will generally result in a capital loss (or reduced capital gain) upon a sale, exchange or retirement of the senior subordinated notes. The deductibility of capital losses is subject to limitations. To the extent that an exchange is not taxable, a holder may be able to offset its OID inclusion by any deemed acquisition premium. Although we will report the OID on all of our senior subordinated notes in the manner described above, the IRS may assert that any OID should be reported only to the persons that initially acquired such subsequently issued senior subordinated notes (and their transferees) and thus may challenge the holders' reporting of OID on their tax returns. In such case, the IRS might further assert that, unless a holder can establish that it is not such a person (or a transferee thereof), all of the senior subordinated notes held by such holder have OID. Any of these assertions by the IRS could create significant uncertainties in the pricing of IDSs and senior subordinated notes and could adversely affect the market for IDSs and senior subordinated notes.

It is possible that senior subordinated notes we issue in a subsequent issuance may have "significant OID" and thus be classified as "applicable high yield discount obligations" (AHYDOs). If any such senior subordinated notes were so classified, a portion of the OID on such senior subordinated notes would be nondeductible by us and the remainder would be deductible only when paid. This treatment would have the effect of increasing our taxable income and could adversely affect our cash flow available for interest payments and distributions to our equityholders.

Due to the complexity and uncertainty surrounding the U.S. federal income tax treatment of subsequent issuances and exchanges of senior subordinated notes, prospective investors are urged to consult their tax advisors regarding the applicable tax consequences to them in light of their particular circumstances.

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Common Stock

Dividends

The gross amount of dividends paid to you will be treated as dividend income to you to the extent paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Such income will be includible in your gross income on the day received by you. Distributions to you in excess of earnings and profits will be treated first as a return of capital that reduces your tax basis in the shares, and then as gain from the sale or exchange of shares of common stock. Under recently enacted legislation, which is scheduled to "sunset" at the end of 2008, dividend income will generally be taxed to U.S. Holders who are individuals at the rates applicable to long-term capital gains, provided that a minimum holding period for the underlying stock and other requirements are satisfied. Unless such legislation is further extended, dividends received after 2008 will be taxable to you at ordinary income rates.

Gain on Disposition of Common Stock

Upon the sale, exchange or other disposition of an IDS, you will be treated as having sold, exchanged or disposed of the shares of common stock represented by the IDS. Upon the sale, exchange or other disposition of shares of our common stock, you will recognize capital gain or loss in an amount equal to the difference between the portion of the proceeds allocable to your shares of common stock and your tax basis in the shares of common stock. As described above under "IDSs—Allocation of Purchase Price," your tax basis in the shares of common stock generally will be the portion of the purchase price of your IDSs allocable to the shares of common stock, less any prior distributions that reduced such basis. As discussed above, capital gains of individuals derived with respect to capital assets held for more than one year are eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations.

Information Reporting and Backup Withholding

In general, information reporting requirements will apply to payments of principal, interest and dividends paid on our senior subordinated notes and common stock and to the proceeds of sale of IDSs, our senior subordinated notes and common stock paid to a U.S. Holder other than certain exempt recipients (such as corporations). A backup withholding tax will apply to such payments if you fail to provide a taxpayer identification number or certification of other exempt status or fail to report in full dividend and interest income.

Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against your U.S. federal income tax liability provided the required information is furnished to the IRS.

Consequences to Non-U.S. Holders

The following discussion applies only to Non-U.S. Holders. A "Non-U.S. Holder" is a holder, other than an entity or arrangement classified as a partnership for U.S. federal income tax purposes, that is not a U.S. Holder. This discussion does not address Non-U.S. Holders subject to special rules, such as:

•: U.S. expatriates,
•: "controlled foreign corporations,"
•: "passive foreign investment companies,"
•: "foreign personal holding companies,"
•: corporations that accumulate earnings to avoid U.S. federal income tax, and
•: investors in pass-through entities that are subject to special treatment under the Code.

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Such Non-U.S. Holders are urged to consult their own tax advisors to determine the U.S. federal, state, local and other tax consequences that may be relevant to them.

Senior Subordinated Notes Owned by Non-U.S. Holders

Characterization of Senior Subordinated Notes

As discussed more fully above under "—Senior Subordinated Notes—Characterization of Senior Subordinated Notes," we believe that the senior subordinated notes should be treated as debt for U.S. federal income tax purposes. However, the IRS may challenge our position and such challenge may be successful. The senior subordinated notes may be treated as equity rather than debt for U.S. federal income tax purposes, and in such circumstances, the senior subordinated notes would be treated in the same manner as shares of common stock as described below under "—Common Stock Held by Non-U.S. Holders," and payments on the senior subordinated notes that constitute dividends for U.S. federal income tax purposes would be subject to withholding of U.S. federal income tax and the holding of all such securities would be subject to U.S. federal estate tax. Payments to Non-U.S. Holders would not be grossed-up on account of any such taxes. The remainder of this discussion (except where indicated otherwise) assumes that the characterization of the senior subordinated notes as debt for U.S. federal income tax purposes will be respected.

Withholding of U.S. Federal Income Tax

Subject to the discussion below concerning backup withholding, no withholding of U.S. federal income tax should be required with respect to the payment of interest (or OID) on a senior subordinated note owned by you under the "portfolio interest rule," provided that:

•: you do not actually or constructively own 10% or more of the total combined voting power of all classes of our stock entitled to vote within the meaning of section 871(h)(3) of the Code and the regulations thereunder,
•: you are not a bank whose receipt of interest on a senior subordinated note is described in section 881(c)(3)(A) of the Code, and
•: you satisfy the statement requirement (described generally below) set forth in section 871(h) and section 881(c) of the Code and the regulations thereunder.

To satisfy the requirement referred to in the final bullet above, you, or a financial institution holding the senior subordinated note on your behalf, must provide, in accordance with specified procedures, our paying agent with a statement to the effect that you are not a U.S. person. Currently, these requirements will be met if (1) you provide your name and address, and certify, under penalties of perjury, that you are not a U.S. person (which certification may be made on an IRS Form W-8BEN), or (2) a financial institution holding the senior subordinated note on your behalf certifies, under penalties of perjury, that such statement has been received by it and furnishes our paying agent with a copy thereof. The statement requirement referred to in the final bullet above may also be satisfied with other documentary evidence with respect to a senior subordinated note held in an offshore account or through certain foreign intermediaries.

If you cannot satisfy the requirements of the "portfolio interest rule" described above, payments of interest (including payments in respect of OID) made to you will be subject to a U.S. federal income tax at the rate of 30% unless you provide us or our paying agent, as the case may be, with a properly executed:

•: IRS Form W-8BEN claiming an exemption from or reduction in withholding under the benefit of an applicable income tax treaty, or
•: IRS Form W-8ECI stating that interest paid on the senior subordinated note is not subject to withholding of tax because it is effectively connected with your conduct of a trade or business in the United States.

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Alternative documentation may be applicable in special situations, such as in the case of non-U.S. governments or flow-through entities organized under non-U.S. law. If you are exempt from or eligible for a reduced rate of withholding pursuant to an income tax treaty, you may obtain a refund of any excess amounts withheld by filing an appropriate claim for refund with the IRS.

U.S. Federal Income Tax

If you are engaged in a trade or business in the United States and interest (or OID) on the senior subordinated note held by you is effectively connected with the conduct of such trade or business (or, if certain income tax treaties apply, is attributable to a U.S. permanent establishment), you, although exempt from the withholding tax discussed above (provided the certification requirements described above are satisfied), will be subject to U.S. federal income tax on such interest on a net income basis in the same manner as if you were a U.S. Holder. In addition, if you are a foreign corporation, you may be subject to a branch profits tax equal to 30% (or lesser rate under an applicable income tax treaty) of such amount, subject to adjustments.

Sale, Exchange or Retirement of Senior Subordinated Notes

Upon the sale, exchange, retirement or other disposition of IDSs, you will be treated as having sold, exchanged, retired or disposed of the senior subordinated note represented by the IDSs. Any gain realized upon the sale, exchange, retirement or other disposition of a senior subordinated note generally will not be subject to U.S. federal income tax unless:

•: such gain is effectively connected with your conduct of a trade or business in the United States or, if certain tax treaties apply, is attributable to your U.S. permanent establishment, or
•: you are an individual and hold senior subordinated notes as a capital asset, you are present in the United States for 183 days or more in the taxable year of such sale, exchange, retirement or other disposition, and you have a "tax home" in the United States.

U.S. Federal Estate Tax

An individual who at the time of death is a Non-U.S. Holder (as defined for U.S. federal estate tax purposes) should not be subject to U.S. federal estate tax in respect of a senior subordinated note beneficially owned by such individual, provided that any payment to such individual on the senior subordinated notes would be eligible for exemption from the withholding of U.S. federal income tax under the rules described above under "—Withholding of U.S. Federal Income Tax" without regard to the statement requirement described therein.

Common Stock Held by Non-U.S. Holders

Dividends

Dividends paid to you generally will be subject to withholding of U.S. federal income tax unless you provide us or our paying agent, as the case may be, with a properly executed:

•: IRS Form W-8BEN claiming an exemption from or reduction in withholding under the benefit of an applicable income tax treaty, or
•: IRS Form W-8ECI stating that dividends paid on our common stock are not subject to withholding because they are effectively connected with your conduct of a trade or business in the United States.

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for a reduced rate of withholding pursuant to an income tax treaty, you may obtain a refund of any excess amounts withheld by filing an appropriate claim for refund with the IRS.

Gain on Disposition of Common Stock

Upon the sale, exchange or other disposition of IDSs, you will be treated as having sold, exchanged or disposed of the shares of common stock represented by the IDSs. You generally will not be subject to U.S. federal income tax with respect to gain recognized on a sale or other disposition of shares of our common stock unless:

•: the gain is effectively connected with your conduct of a trade or business in the United States, or, if certain tax treaties apply, is attributable to your U.S. permanent establishment,
•: if you are an individual and hold shares of our common stock as a capital asset, you are present in the United States for 183 or more days in the taxable year of the sale or other disposition, and you have a "tax home" in the United States, or
•: we are or have been a "U.S. real property holding corporation" for U.S. federal income tax purposes.

If you are an individual and are described in the first bullet above, you will be subject to tax on the net gain derived from the sale under regular graduated U.S. federal income tax rates applicable to U.S. Holders. If you are an individual and are described in the second bullet above, you will be subject to a flat 30% tax on the gain derived from the sale, which may be offset by U.S. source capital losses (even though you are not considered a resident of the United States). If you are a foreign corporation and are described in the first bullet above, you will be subject to tax on your gain under regular graduated U.S. federal income tax rates applicable to U.S. Holders and, in addition, may be subject to the branch profits tax on your effectively connected earnings and profits at a rate of 30% or at such lower rate as may be specified by an applicable income tax treaty.

We believe we are not and do not anticipate becoming a "U.S. real property holding corporation" for U.S. federal income tax purposes.

U.S. Federal Estate Tax

Shares of our common stock held by an individual Non-U.S. Holder (as defined for U.S. federal estate tax purposes) at the time of death will be included in such holder's gross estate for U.S. federal estate tax purposes, unless an applicable estate tax treaty provides otherwise.

Information Reporting and Backup Withholding for Non-U.S. Holders

The amount of interest payments and dividends paid to you and the amount of tax, if any, withheld with respect to such payments will be reported annually to the IRS. Copies of the information returns reporting such interest payments, dividends and withholding may also be made available to the tax authorities in the country in which you reside under the provisions of an applicable income tax treaty.

In general, backup withholding will be required with respect to payments made by us or any paying agent to you, unless a statement described in the fourth bullet under "Consequences to Non-U.S. Holders—Senior Subordinated Notes—U.S. Federal Withholding Tax" has been received (and we or the paying agent do not have actual knowledge or reason to know that you are a U.S. person).

Information reporting and, depending on the circumstances, backup withholding will apply to the proceeds of a sale of IDSs, common stock or senior subordinated notes within the United States or conducted through U.S.-related financial intermediaries unless a statement described in the fourth bullet under "Consequences to Non-U.S. Holders—Senior Subordinated Notes—U.S. Federal Withholding Tax" has been received (and we or the paying agent do not have actual knowledge or reason to know that you are a U.S. person) or you otherwise establish an exemption. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against your U.S. federal income tax liability provided the required information is furnished to the IRS.

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CERTAIN ERISA CONSIDERATIONS

The following is a summary of certain considerations associated with the purchase of the IDSs by employee benefit plans that are subject to Title I of the U.S. Employee Retirement Income Security Act of 1974, as amended, or ERISA, plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the Code or provisions under any federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of the Code or ERISA, which we refer to collectively as Similar Laws, and entities whose underlying assets are considered to include "plan assets" of such plans, accounts and arrangements, each of which we refer to as a Plan.

General Fiduciary Matters

ERISA and the Code impose certain duties on persons who are fiduciaries or other interested parties of a Plan subject to Title I of ERISA or Section 4975 of the Code and prohibit certain transactions involving the assets of a Plan and its fiduciaries or other interested parties. Under ERISA and the Code, any person who exercises any discretionary authority or control over the administration of such a Plan or the management or disposition of the assets of such a Plan, or who renders investment advice for a fee or other compensation to such a Plan, is generally considered to be a fiduciary of the Plan.

In considering an investment in the IDSs or the separate senior subordinated notes of a portion of the assets of any Plan, a fiduciary should determine whether the investment is in accordance with the documents and instruments governing the Plan and the applicable provisions of ERISA, the Code or any Similar Law relating to a fiduciary's duties to the Plan including, without limitation, the prudence, diversification, delegation of control and prohibited transaction provisions of ERISA, the Code and any other applicable Similar Laws.

Prohibited Transaction Issues

Section 406 of ERISA and Section 4975 of the Code prohibit ERISA Plans from engaging in specified transactions involving plan assets with persons or entities who are "parties in interest," within the meaning of Section 406 of ERISA, or "disqualified persons," within the meaning of Section 4975 of the Code, unless an exemption is available. A party in interest or disqualified person who engaged in a non-exempt prohibited transaction may be subject to excise taxes and other penalties and liabilities under ERISA and the Code. In addition, the fiduciary of the ERISA Plan that engaged in such a non-exempt prohibited transaction may be subject to penalties and liabilities under ERISA and the Code.

Whether or not our underlying assets are deemed to include "plan assets," as described below, the acquisition and/or holding of the IDSs or the separate senior subordinated notes by a Plan with respect to which we, the underwriter, the trustee or the guarantor is considered a party in interest or a disqualified person may constitute or result in a direct or indirect prohibited transaction under Section 406 of ERISA and/or Section 4975 of the Code, unless the investment is acquired and is held in accordance with an applicable statutory, class or individual prohibited transaction exemption. In this regard, the U.S. Department of Labor, or the DOL, has issued prohibited transaction class exemptions, or PTCEs, that may apply to the acquisition and holding of the IDSs or the separate senior subordinated notes. These class exemptions include, without limitation, PTCE 84-14 respecting transactions determined by independent qualified professional asset managers, PTCE 90-1 respecting insurance company pooled separate accounts, PTCE 91-38 respecting bank collective investment funds, PTCE 95-60 respecting insurance company general accounts and PTCE 96-23 respecting transactions determined by in-house asset managers, although there can be no assurance that any or all of the conditions of any such exemptions will be satisfied.

Because of the foregoing, the IDSs or the separate senior subordinated notes should not be purchased or held by any person investing "plan assets" of any Plan, unless such purchase and holding

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will not constitute a non-exempt prohibited transaction under ERISA and the Code or similar violation of any applicable Similar Laws.

Representation

Accordingly, by acceptance of the IDSs or the separate senior subordinated notes, each purchaser and subsequent transferee of the IDSs or the separate senior subordinated notes, as applicable, will be deemed to have represented and warranted that either (i) no portion of the assets used by such purchaser or transferee to acquire and hold the IDSs or the separate senior subordinated notes constitutes assets of any Plan or (ii) the purchase and holding of the IDSs or the separate senior subordinated notes by such purchaser or transferee will not constitute a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or similar violation under any applicable Similar Laws.

The foregoing discussion is general in nature and is not intended to be all-inclusive. Due to the complexity of these rules and the penalties that may be imposed upon persons involved in non-exempt prohibited transactions, it is particularly important that fiduciaries, or other persons considering purchasing the IDSs or the separate senior subordinated notes on behalf of, or with the assets of, any Plan, consult with their counsel regarding the potential applicability of ERISA, Section 4975 of the Code and any Similar Laws to such investment and whether an exemption would be applicable to the purchase and holding of the IDSs or the separate senior subordinated notes.

Plan Asset Issues

ERISA and the Code do not define "plan assets." However, regulations, which we refer to as the Plan Asset Regulations, promulgated under ERISA by the DOL generally provide that when a Plan acquires an equity interest in an entity that is an "operating company", or the equity interest is a "publicly-offered security" (in each case as defined in the Plan Asset Regulations), such equity interest will be deemed a "plan asset," but the underlying assets of the entity will not be deemed "plan assets." The Plan Asset Regulations define an "equity interest" as any interest in an entity, other than an instrument that is treated as indebtedness under applicable local law and which has no substantial equity features. Therefore, we anticipate that shares of our common stock would be considered an equity interest and our notes should be treated as indebtedness. Under the Plan Asset Regulations, an "operating company" is defined as "an entity that is primarily engaged, directly or through a majority owned subsidiary or subsidiaries, in the production or sale of a product or service other than the investment of capital." We believe that we are an "operating company" for purposes of the Plan Asset Regulations, although no assurance can be given in this regard.

Alternatively, under the Plan Asset Regulations, a "publicly offered security" is a security that is (a) "freely transferable", (b) part of a class of securities that is "widely held," and (c)(i) sold to the Plan as part of an offering of securities to the public pursuant to an effective registration statement under the Securities Act of 1933, as amended, and the class of securities to which such security is a part is registered under the Securities Exchange Act of 1934, as amended, within 120 days after the end of the fiscal year of the issuer during which the offering of such securities to the public has occurred, or (ii) is part of a class of securities that is registered under Section 12(b) or 12(g) of the Exchange Act. In connection with this offering, we are effecting such a registration of the IDSs and the separate senior subordinated notes under the Securities Act and Securities Exchange Act. The Plan Asset Regulations provide that a security is "widely held" only if it is part of a class of securities that is owned by 100 or more investors independent of the issuer and one another. A security will not fail to be "widely held" because the number of independent investors falls below 100 subsequent to the initial offering thereof as a result of events beyond the control of the issuer. It is anticipated that the IDSs and the separate senior subordinated notes will be "widely held" within the meaning of the Plan Asset Regulations, although no assurance can be given in this regard. The Plan Asset Regulations provide

167

that whether a security is "freely transferable" is a factual question to be determined on the basis of all the relevant facts and circumstances. It is anticipated that the IDSs and the separate senior subordinated notes will be "freely transferable" within the meaning of the Plan Asset Regulations, although no assurance can be given in this regard.

Plan Asset Consequences

If we cease to be an operating company for purposes of the Plan Asset Regulations and the IDSs or the separate senior subordinated notes cease to be publicly-offered securities within the meaning of the Plan Asset Regulations, our assets could be deemed to be "plan assets" under ERISA, unless, at such time, another exemption is available under the Plan Asset Regulations. This would result, among other things, in (i) the application of the prudence and other fiduciary responsibility standards of ERISA to investments made by us, and (ii) the possibility that certain transactions in which we might seek to engage could constitute "prohibited transactions" under ERISA and the Code.

Sales to Plans under this offering is in no respect a representation by us or any other party that this investment meets all relevant legal requirements with respect to investments by any particular Plan. The person with investment discretion should consult with his or her attorney and financial advisors as to the propriety of such an investment in light of the circumstances of the particular Plan and current law.

168

UNDERWRITING

Under the terms and subject to the conditions contained in an underwriting agreement, dated , 2004 we have agreed to sell to the underwriters named below, for whom Credit Suisse First Boston LLC, RBC Capital Markets Corporation and Merrill Lynch, Pierce, Fenner & Smith Incorporated are acting as representatives the following respective numbers of:

Underwriter			Number of IDSs		Aggregate Principal Amount of Senior Subordinated Notes
Credit Suisse First Boston LLC
RBC Capital Markets Corporation
Merrill Lynch, Pierce, Fenner & Smith Incorporated

	Total

The underwriting agreement provides that the underwriters are obligated to purchase all the IDSs and senior subordinated notes in the offering if any are purchased, other than those IDSs covered by the over-allotment option described below. The underwriting agreement also provides that if an underwriter defaults the purchase commitments of non-defaulting underwriters may be increased or the offering may be terminated.

Any subsequent issuance of IDSs and senior subordinated notes of the same series that result in an automatic exchange of a portion of your senior subordinated notes for a portion of the senior subordinated notes issued in such subsequent issuance, and/or replacement of your IDSs with new IDSs should not affect your rights to assert claims against the underwriters, if any, and for such purposes, you should be treated as if the automatic exchange had never occurred. However, under no circumstances shall the underwriters in this offering have any liability to you or to us, by virtue of their participation in this offering, with respect to any offering materials used in connection with any such subsequent issuance.

We have granted to the underwriters a -day option to purchase on a pro rata basis up to additional IDSs from us at the initial public offering price less the underwriting discounts and commissions. The option may be exercised only to cover any over-allotments of IDSs.

The underwriters propose to offer the IDSs and senior subordinated notes initially at the public offering price on the cover page of this prospectus and to selling group members at that price less a selling concession of $ per IDS. The underwriters and selling group members may allow a discount of $ per IDS and $ per $1,000 aggregate principal amount of the senior subordinated notes on sales to other broker/dealers. After the initial public offering the representatives may change the public offering price and concession and discount to broker/dealers.

The following table summarizes the compensation and estimated expenses we will pay:

	Per IDS		Per $1,000 Aggregate Principal Amount of the Notes	Combined Total
	Without Over- allotment	With Over- allotment	Per $1,000 Aggregate Principal Amount of the Notes	Without Over- allotment	With Over- allotment
Underwriting discounts and commissions paid by us	$	$	$	$	$
Expenses payable by us	$	$	$	$	$

The underwriters will not confirm sales to any accounts over which they exercise discretionary authority.

We have agreed that we will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the SEC a registration statement under the Securities Act relating to, any IDSs, shares of Class A common stock or senior subordinated notes or any securities convertible into

169

or exchangeable or exercisable for any such securities, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, without the prior written consent of the representatives for a period of 180 days after the date of this prospectus.

Stockholders holding an aggregate of 93% of our outstanding Class B common stock have agreed that they will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any IDSs, shares of Class A common stock or senior subordinated notes or any securities convertible into or exchangeable or exercisable for any such securities, enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any IDS, our Class A common stock, senior subordinated notes or other securities, whether any of these transactions are to be settled by delivery of any IDS, our Class A common stock, senior subordinated notes or other securities, in cash or otherwise, or publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of the representatives for a period of 180 days after the date of this prospectus.

We have agreed to indemnify the underwriters against liabilities under the Securities Act, or contribute to payments that the underwriters may be required to make in that respect.

We will apply to list the IDSs on under the symbol " ".

Prior to this offering, there has been no public market for the IDSs, the shares of our Class A common stock or the senior subordinated notes. The initial public offering price of the IDSs and the senior subordinated notes have been negotiated between the representatives and us. In determining the initial public offering price of our IDSs and our senior subordinated notes, the representatives considered:

•: prevailing market and general economic conditions;
•: our historical performance and capital structure;
•: estimates of our business potential and future revenues;
•: the history of and prospects for the industry in which we compete;
•: an overall assessment of our management; and
•: the consideration of these factors in relation to market valuation of companies in related businesses.

In connection with the offering the underwriters may engage in stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids in accordance with Regulation M under the Exchange Act.

•: Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum.
•: Over-allotment involves sales by the underwriters of IDSs in excess of the number of IDSs the underwriters are obligated to purchase, which creates a syndicate short position. The short position may be either a covered short position or a naked short position. In a covered short position, the number of IDSs over-allotted by the underwriters is not greater than the number of IDSs that they may purchase in the over-allotment option. In a naked short position, the number of IDSs involved is greater than the number of IDSs in the over-allotment option. The underwriters may close out any covered short position by either exercising their over-allotment option and/or purchasing IDSs in the open market.
•: Syndicate covering transactions involve purchases of the IDSs or senior subordinated notes in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of IDSs or senior subordinated notes to close out the short position, the underwriters will consider, among other things, the price of IDSs or senior subordinated notes available for purchase in the open market as compared to the price at which

170

they may purchase IDSs or senior subordinated notes through the over-allotment option. If the underwriters sell more IDSs or senior subordinated notes than could be covered by the over-allotment option, a naked short position, the position can only be closed out by buying IDSs or senior subordinated notes in the open market. A naked short position is more likely to be created if the underwriters are concerned that there could be downward pressure on the price of the IDSs or senior subordinated notes in the open market after pricing that could adversely affect investors who purchase in the offering.

•: Penalty bids permit the representatives to reclaim a selling concession from a syndicate member when the IDSs or senior subordinated notes originally sold by the syndicate member is purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.

These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our IDSs or senior subordinated notes or preventing or retarding a decline in the market price of the IDSs or senior subordinated notes. As a result the price of the IDSs or senior subordinated notes may be higher than the price that might otherwise exist in the open market. These transactions may be effected on or otherwise and, if commenced, may be discontinued at any time.

We have been advised by the representatives that they currently intend to facilitate a secondary market in the senior subordinated notes sold separately from the IDSs, and following any separation of the IDSs, the newly-separated senior subordinated notes and shares of Class A common stock, subject to applicable legal and regulatory requirements and limitations. This means that the representatives will make a commercially reasonable attempt to match buyers of the applicable securities with sellers of these securities, in each case, as between persons of whom they have knowledge that they are potential buyers or sellers of the applicable securities. In addition, with respect to facilitating any market for the senior subordinated notes, the representatives will consider relevant credit issues where deemed appropriate. The representatives are not obligated to facilitate a secondary market and may discontinue facilitating a secondary market, if commenced, for these securities at any time and without notice. No assurance can be given as to how liquid the trading market for these securities will be.

A prospectus in electronic format may be made available on the web sites maintained by one or more of the underwriters, or selling group members, if any, participating in this offering and one or more of the underwriters participating in this offering may distribute prospectuses electronically. The representatives may agree to allocate a number of shares to underwriters and selling group members for sale to their online brokerage account holders. Internet distributions will be allocated by the underwriters and selling group members that will make internet distributions on the same basis as other allocations.

Some of the underwriters have provided, and may continue to provide, from time to time investment banking, commercial banking, advisory and other services to us for customary fees and expenses in the ordinary course of their business. An affiliate of Credit Suisse First Boston LLC is the administrative agent, sole arranger and book manager, a lender and an issuer under Merisant's existing senior credit facility. We expect to use a portion of the proceeds of this offering and proceeds from the other Transactions to repay all outstanding indebtedness under Merisant's existing senior credit facility. See "Use of Proceeds." The affiliate of Credit Suisse First Boston LLC that is a lender under Merisant's existing senior credit facility will receive its proportionate share of the amounts paid in repayment of Merisant's existing senior credit facility.

We anticipate that affiliates of one or more of the underwriters will be the lead arranger or agents under Merisant's new revolving credit facility and will receive customary fees relating thereto. In addition, we anticipate that affiliates of some or all of the underwriters will be lenders under Merisant's new revolving credit facility.

171

NOTICE TO CANADIAN RESIDENTS

Resale Restrictions

The distribution of the IDSs or our senior subordinated notes in Canada is being made only on a private placement basis exempt from the requirement that we prepare and file a prospectus with the securities regulatory authorities in each province where trades of IDSs or our senior subordinated notes are made. Any resale of the IDSs or our senior subordinated notes in Canada must be made under applicable securities laws which will vary depending on the relevant jurisdiction, and which may require resales to be made under available statutory exemptions or under a discretionary exemption granted by the applicable Canadian securities regulatory authority. Purchasers are advised to seek legal advice prior to any resale of the IDSs or our senior subordinated notes.

Representations of Purchasers

By purchasing IDSs or our senior subordinated notes in Canada and accepting a purchase confirmation a purchaser is representing to us and the dealer from whom the purchase confirmation is received that:

•: the purchaser is entitled under applicable provincial securities laws to purchase the IDSs or our senior subordinated notes without the benefit of a prospectus qualified under those securities laws,
•: where required by law, that the purchaser is purchasing as principal and not as agent, and
•: the purchaser has reviewed the text above under Resale Restrictions.

Rights of Action—Ontario Purchasers Only

Under Ontario securities legislation, a purchaser who purchases a security offered by this prospectus during the period of distribution will have a statutory right of action for damages, or while still the owner of the IDSs or our senior subordinated notes, for rescission against us in the event that this circular contains a misrepresentation. A purchaser will be deemed to have relied on the misrepresentation. The right of action for damages is exercisable not later than the earlier of 180 days from the date the purchaser first had knowledge of the facts giving rise to the cause of action and three years from the date on which payment is made for the IDSs or our senior subordinated notes. The right of action for rescission is exercisable not later than 180 days from the date on which payment is made for the IDSs or our senior subordinated notes. If a purchaser elects to exercise the right of action for rescission, the purchaser will have no right of action for damages against us. In no case will the amount recoverable in any action exceed the price at which the IDSs or our senior subordinated notes were offered to the purchaser and if the purchaser is shown to have purchased the securities with knowledge of the misrepresentation, we will have no liability. In the case of an action for damages, we will not be liable for all or any portion of the damages that are proven to not represent the depreciation in value of the IDSs or our senior subordinated notes as a result of the misrepresentation relied upon. These rights are in addition to, and without derogation from, any other rights or remedies available at law to an Ontario purchaser. The foregoing is a summary of the rights available to an Ontario purchaser. Ontario purchasers should refer to the complete text of the relevant statutory provisions.

Enforcement of Legal Rights

All of our directors and officers as well as the experts named herein may be located outside of Canada and, as a result, it may not be possible for Canadian purchasers to effect service of process within Canada upon us or those persons. All or a substantial portion of our assets and the assets of those persons may be located outside of Canada and, as a result, it may not be possible to satisfy a

172

judgment against us or those persons in Canada or to enforce a judgment obtained in Canadian courts against us or those persons outside of Canada.

Taxation and Eligibility for Investment

Canadian purchasers of IDSs or our senior subordinated notes should consult their own legal and tax advisors with respect to the tax consequences of an investment in the IDSs or our senior subordinated notes in their particular circumstances and about the eligibility of the IDSs or our senior subordinated notes for investment by the purchaser under relevant Canadian legislation.

LEGAL MATTERS

The validity of the issuance of the IDSs, the shares of our Class A common stock and senior subordinated notes and guarantees offered hereby will be passed upon for us by Sidley Austin Brown & Wood LLP, Chicago, Illinois. Certain legal matters relating to this offering will be passed upon for the underwriters by Akin Gump Strauss Hauer & Feld LLP.

EXPERTS

The financial statements as of December 31, 2003 and 2002, and for each of the three years in the period ended December 31, 2003, included in this prospectus have been so included in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to this offering. This prospectus does not contain all of the information included in the registration statement and the exhibits thereto. You may find additional information about us and this offering in the registration statement and the exhibits filed therewith. Statements contained in this prospectus as to the contents of any contract or other document referred to are not necessarily complete and in each instance, if such contract or document is filed as an exhibit, reference is made to the copy of such contract or other document filed as an exhibit to the registration statement, each such statement being qualified in all respects by such reference.

A copy of the registration statement, including the exhibits thereto, may be read and copied at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet site at http://www.sec.gov, from which interested persons can electronically access the registration statement, including the exhibits thereto. You may also request a copy of these filings at no cost, by writing or telephoning us as follows:

Merisant Company
10 South Riverside Plaza
Suite 850
Chicago, Illinois 60606
Telephone: (312) 840-6000

Upon completion of this offering, we will become subject to the informational requirements of the Exchange Act and will file periodic reports, statements and other information with the SEC. All reports filed with the SEC will be available on the SEC's website.

173

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

		Page(s)
Report of Independent Auditors		F-2
Consolidated Financial Statements:
	Consolidated Balance Sheets as of December 31, 2002 and 2003	F-3
	Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2001, 2002 and 2003	F-4
	Consolidated Statements of Stockholders' Equity (Deficit) for the years ended December 31, 2001, 2002 and 2003	F-5
	Consolidated Statements of Cash Flows for the years ended December 31, 2001, 2002 and 2003	F-6
	Notes to Consolidated Financial Statements	F-7

F-1

Report of Independent Auditors

To the Board of Directors and Stockholder of
Tabletop Holdings, Inc.

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations and comprehensive income (loss), of stockholder's equity (deficit) and of cash flows present fairly, in all material respects, the financial position of Tabletop Holdings, Inc. and its subsidiaries (the "Company") at December 31, 2002 and 2003, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America. 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 of these statements in accordance with auditing standards generally accepted in the United States of America, which 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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As discussed in Note 2 to the consolidated financial statements, on January 1, 2002, the Company adopted Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets."

PRICEWATERHOUSECOOPERS LLP

Chicago, Illinois
March 24, 2004

F-2

TABLETOP HOLDINGS, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(Dollars In Thousands, Except Share and Per Share Amounts)

			At December 31,
			2002			2003
ASSETS
	Cash and cash equivalents		$	6,346		$	8,833
	Trade accounts receivable, net of allowance for doubtful accounts of $1,449 and $1,996, respectively			78,800			90,656
	Other receivables			17,982			11,998
	Inventories			20,773			27,986
	Prepaid expenses and other assets			2,190			2,620
	Current portion of note receivable from officer			506			506
	Deferred income taxes			790			3,718

		Total current assets		127,387			146,317
Property and equipment, net				41,900			39,253
Trademarks, less accumulated amortization of $62,013 and $84,166, respectively				277,591			257,853
Goodwill				107,304			107,304
Deferred financing costs, less accumulated amortization of $6,705 and $1,124, respectively				10,043			19,004
Deferred income taxes				10,630			—
Other non-current assets				434			598
Non-current portion of note receivable from officer				4,646			4,411
Investment in equity affiliate				815			710

		Total assets	$	580,750		$	575,450

LIABILITIES
	Accounts payable		$	33,030		$	33,381
	Income taxes payable			1,973			3,053
	Accrued interest expense			—			10,015
	Accrued trade and consumer promotions			19,559			19,788
	Accrued expenses and other liabilities			18,650			24,681
	Current maturities of long-term obligations			26,306			6,469

		Total current liabilities		99,518			97,387
Long-term obligations				284,411			536,837
Deferred income taxes				—			12,993
Other liabilities				33,980			26,604

		Total liabilities		417,909			673,821

Commitments and contingencies (Note 9)
STOCKHOLDERS' EQUITY (DEFICIT)
	Common stock, $0.01 par value, 10,000,000 shares authorized, 8,719,552 and 9,169,454 issued and 8,639,428 and 8,985,830 outstanding, respectively			87			91
	Additional paid-in capital			167,721			—
	Due from employees for purchase of common stock			(6,805	)		(767	)
	Retained earnings (deficit)			28,829			(90,568	)
	Accumulated other comprehensive loss			(25,271	)		(5,406	)

				164,561			(96,650	)
	Less cost of treasury stock (80,124 and 183,624 shares, respectively)			(1,720	)		(1,721	)

		Total stockholders' equity (deficit)		162,841			(98,371	)

		Total liabilities and stockholders' equity (deficit)	$	580,750		$	575,450

The accompanying notes are an integral part of these consolidated financial statements.

F-3

TABLETOP HOLDINGS, INC. AND SUBSIDIARIES

Consolidated Statements of Operations and Comprehensive Income (Loss)

(Dollars In Thousands)

			Years Ended December 31,
			2001			2002			2003
Net sales			$	343,091		$	349,570		$	352,301
Cost of sales				134,570			134,502			137,953

	Gross profit			208,521			215,068			214,348

Operating expenses:
	Marketing and selling expenses			69,349			77,073			81,439
	Administration expenses			31,085			32,035			35,352
	Amortization of intangible assets			36,233			28,692			22,161
	Start-up expenses			13,738			719			—
	Restructuring expenses			722			2,327			8,249

		Total operating expenses		151,127			140,846			147,201

Income from operations				57,394			74,222			67,147

Other expense (income):
	Interest income			(1,469	)		(1,127	)		(811	)
	Interest expense			43,694			34,767			38,540
	Cost of refinancing			—			7,147			29,750
	Other (income) expense, net			1,509			638			(2,390	)

		Total other expense		43,734			41,425			65,089

Income before income taxes				13,660			32,797			2,058
Provision for income taxes				7,365			8,103			19,702

Net income (loss)			$	6,295		$	24,694		$	(17,644	)

Net income from above			$	6,295		$	24,694		$	(17,644	)
Other comprehensive loss				(12,765	)		(11,736	)		19,865

Total comprehensive income (loss)			$	(6,470	)	$	12,958		$	2,221

The accompanying notes are an integral part of these consolidated financial statements.

F-4

TABLETOP HOLDINGS, INC. AND SUBSIDIARIES

Consolidated Statements of Stockholders' Equity (Deficit)

(Dollars in Thousands)

	Common Stock		Additional Paid-in Capital			Due from Employees for Purchase of Shares			Retained Earnings (Deficit)			Accumulated Other Comprehensive Loss			Treasury Stock, at cost			Total
Balance at December 31, 2000	$	86	$	165,582		$	(6,345	)	$	(2,160	)	$	(770	)	$	(500	)	$	155,983
Issuance of common stock		1		1,959			—			—			—			—			1,960
Loans to employees for purchase of common stock in Tabletop Holdings, Inc.		—		—			(980	)		—			—			—			(980	)
Repurchase of common stock of Tabletop Holdings, Inc.		—		—			350			—			—			(700	)		(350	)
Foreign currency translation adjustment		—		—			—			—			(4,432	)		—			(4,432	)
Net change in fair value of derivative instruments, net of taxes		—		—			—			—			(8,333	)		—			(8,333	)
Net income		—		—			—			6,295			—			—			6,295

Balance at December 31, 2001		87		167,541			(6,975	)		4,135			(13,535	)		(1,200	)		150,053

Issuance of common stock		—		180			—			—			—			—			180
Loans to employees for purchase of common stock in Tabletop Holdings, Inc.		—		—			(90	)		—			—			—			(90	)
Repurchase of shares of Tabletop Holdings, Inc.		—		—			260			—			—			(520	)		(260	)
Foreign currency translation adjustment		—		—			—			—			(2,034	)		—			(2,034	)
Net change in fair value of derivative instruments, net of taxes		—		—			—			—			(9,702	)		—			(9,702	)
Net income		—		—			—			24,694			—			—			24,694

Balance at December 31, 2002		87		167,721			(6,805	)		28,829			(25,271	)		(1,720	)		162,841

Issuance of common stock		4		—			—			—			—			—			4
Repurchase of common stock		—		—			—			—			—			(1	)		(1	)
Settlement of employee loans for purchase of common stock in Tabletop Holdings, Inc.		—		—			6,038			—			—			—			6,038
Foreign currency translation adjustment		—		—			—			—			2,989			—			2,989
Recognized loss on derivative instrument, net of taxes		—		—			—			—			13,073			—			13,073
Net change in fair value of derivative instruments, net of taxes		—		—			—			—			3,803			—			3,803
Dividend to shareholders		—		(167,721	)		—			(101,753	)		—			—			(269,474	)
Net loss		—		—			—			(17,644	)		—			—			(17,644	)

Balance at December 31, 2003	$	91	$	—		$	(767	)	$	(90,568	)	$	(5,406	)	$	(1,721	)	$	(98,371	)

The accompanying notes are an integral part of these consolidated financial statements.

F-5

TABLETOP HOLDINGS, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(Dollars in Thousands)

				Years Ended December 31,
				2001			2002			2003
Operating Activities
	Net income (loss)			$	6,295		$	24,694		$	(17,644	)
	Adjustments to reconcile net income (loss) to net cash provided by operating activities:
	Depreciation				8,451			9,290			10,008
	Loss on impairment of fixed assets				—			294			1,055
	Euro-denominated loan foreign exchange loss				—			—			5,165
	Amortization of intangible assets				36,233			28,692			22,161
	Amortization of deferred financing costs				2,624			2,600			2,494
	Amortization of original issue discount				445			—			—
	Interest accretion on senior subordinated discount notes				—			—			1,168
	Deferred financing fee write off				—			1,861			8,675
	Recognized loss on derivative instruments				—			—			21,051
	Unrealized gains on derivative instruments				—			—			(5,800	)
	Equity in (income) loss of affiliates				(399	)		(141	)		105
	Deferred income taxes				1,938			4,345			9,936
	Non-cash settlement of employee loan				—			—			250
	Changes in operating assets and liabilities, net of acquisition:
		Trade accounts receivable			11,267			(1,717	)		(6,233	)
		Other receivables			(15,174	)		11,608			7,180
		Inventories			4,550			1,450			(4,654	)
		Prepaid expenses and other assets			1,374			716			633
		Accounts payable			3,982			(10,968	)		(699	)
		Accrued expenses and other			(19,106	)		(16,837	)		13,523

			Net cash provided by operating activities		42,480			55,887			68,374

Investing Activities
	Proceeds from sale of property and equipment				—			—			150
	Purchase of property and equipment				(15,447	)		(7,055	)		(5,991	)
	Purchases of tradename				—			—			(2,415	)

			Net cash used in investing activities		(15,447	)		(7,055	)		(8,256	)

Financing Activities
	Borrowings under long-term obligations				—			70,000			575,000
	Principal payments on long-term obligations				(43,570	)		(125,241	)		(349,206	)
	Payment of deferred financing costs				—			(1,357	)		(20,130	)
	Dividends to shareholders				—			—			(264,028	)
	Repurchase of common stock				(350	)		(260	)		(1	)
	Issuance of common stock				980			90			4

			Net cash provided by (used in) financing activities		(42,940	)		(56,768	)		(58,361	)

Effect of exchange rates on cash					—			—			730
Net increase (decrease) in cash and cash equivalents					(15,907	)		(7,936	)		2,487
Cash and cash equivalents at beginning of year					30,189			14,282			6,346

Cash and cash equivalents at end of year				$	14,282		$	6,346		$	8,833

Supplemental cash flow information
	Cash paid for interest			$	40,034		$	35,729		$	24,386
	Cash paid (received) for income taxes			$	5,510		$	(4,244	)	$	4,038

The accompanying notes are an integral part of these consolidated financial statements.

F-6

TABLETOP HOLDINGS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars In Thousands)

1. Description of Business and Basis of Presentation

On March 17, 2000, Tabletop Holdings, Inc. (the "Company"), acquired the global tabletop sweetener business from the Monsanto Company ("Monsanto") of St. Louis, Missouri. The Company manufactures and distributes sugar substitute sweeteners for the domestic and international consumer food markets, primarily under the Equal® and Canderel® brands. The Company distributes its products via the food retail, mass merchandising, pharmacy and food service channels. The Company, through its broker/distributor agents or its own direct sales force, extends credit to its customers on terms customary with local, regional or national practices.

The acquisition was accounted for as a purchase, and the purchase price was allocated based on relative fair values as follows:

Current assets	$	114,296
Property and equipment		39,521
Identifiable intangible assets		356,251
Goodwill		118,139
Other non-current assets		24,827
Liabilities assumed		(54,343	)

	$	598,691

In connection with the acquisition, the Company entered into a Transition Services Agreement ("TSA") with Monsanto. Under the TSA, Monsanto provided various support services (information technology, office space, treasury services, security and human resource services) to the Company for a specified fee. The TSA expired on March 17, 2001. The Company paid Monsanto $2,205 under the TSA for the year ended December 31, 2001.

Certain reclassifications have been made in the prior years' financial statements to conform to the current year presentation.

2. Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements of the business include the domestic and international subsidiaries of the Company. All significant intercompany balances and transactions have been eliminated in consolidation.

Cash and Cash Equivalents

Cash and cash equivalents are highly liquid investments with original maturities of three months or less.

Inventories

Inventories are stated at the lower of cost or market. The cost of inventory is determined by the first in, first out method.

F-7

Property and Equipment

Property and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets as follows:

Buildings		20 years
Land improvements		10 years
Machinery and equipment		10 years
Furniture and fixtures		7 years
Vehicles		3-7 years
Computers		3-5 years

When property and equipment are disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gains or losses are included in income from operations.

Ordinary repairs and maintenance costs are charged to operations as incurred.

Intangible Assets

Intangible assets consist of goodwill, trademarks and deferred financing costs. Goodwill represents the excess of the purchase price over the fair value of the net assets acquired (Note 1).

The Company adopted Statement of Financial Accounting Standards No. 142 (SFAS 142), "Goodwill and Other Intangible Assets" on January 1, 2002. This standard provides accounting and disclosure guidance for goodwill and acquired intangibles. Under this standard, goodwill and "indefinite-lived" intangibles are no longer amortized, but are tested at least annually for impairment. If the asset is determined to be impaired, an impairment loss would be recognized to reduce carrying value to fair value. Transitional impairment tests of goodwill and non-amortized intangibles were required upon adoption of SFAS 142, with any recognized impairment loss reported as the cumulative effect of an accounting change in the first period of adoption. The Company has not recognized any impairment loss since the adoption of SFAS 142. The Company uses a discounted cash flow model for the assessment of goodwill impairment that requires assumptions about the timing and amount of future cash flows, risk, the cost of capital and terminal values.

The Company has determined that its trademarks are finite-lived intangibles. Trademarks are amortized on a straight-line basis over 15 years. During 2003, the Company acquired the rights to the NoSucar™ tradename from Laboratorios Stein, S. A. The tradename is used in connection with a low-calorie sweetener in Central America. The total purchase price of $2,415 was paid as of December 31, 2003. The payment is reflected in trademarks on the accompanying consolidated balance sheet. Accordingly, the Company expects to record intangible amortization of approximately $22,000 for each of the next 5 fiscal years ending December 31, 2004 through December 31, 2008.

F-8

The following table presents the impact of SFAS 142 on net income had the non-amortization provisions of the standard been in effect for the year ended December 31, 2001:

		2001
Net income, as reported		$	6,295
Adjustments:
	Amortization of goodwill, net of income taxes		5,491

Net income, as adjusted		$	11,786

Deferred financing costs are amortized using the straight-line method over the term of the related debt (five to ten years).

Income Taxes

Deferred tax assets and liabilities are computed by applying enacted tax rates to the expected reversal of temporary differences between financial reporting and income tax reporting. The Company records deferred income taxes using the liability method in accordance with Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes." A valuation allowance is provided to offset any net deferred tax assets if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

Revenue Recognition

Revenue is recognized in accordance with agreed shipping terms. In the Company's largest market, the United States, revenue is recognized when product is delivered to third parties. Allowances, based on historical experience, are made for anticipated returns of product and sales discounts at the time products are sold.

Marketing Costs

The Company promotes its products with marketing activities, including advertising, consumer incentives and trade promotions. Advertising costs are expensed as incurred or in the quarter in which the related advertisement initially appears. Consumer incentive and trade promotion activities are deducted from revenue based on amounts estimated as being due to customers and consumers at the end of a period, based principally on the Company's historical utilization and redemption rates.

Advertising expense was $21,032, $27,618 and $31,757 for the years ended December 31, 2001, 2002, and 2003, respectively. As of December 31, 2002 and 2003, $1,192 and $1,821, respectively, of prepaid advertising is included in prepaid expenses and other assets in the accompanying consolidated balance sheets.

The Company adopted Emerging Issues Task Force ("EITF") Issue No. 01-09, "Accounting for Consideration Given by a Vendor to a Customer" as of January 1, 2002, which required retroactive reclassification of consumer incentives and trade promotions as reductions of revenues. The adoption of this EITF issue resulted in a reduction of net sales of approximately $4,004 in 2001.

F-9

Start-up Expenses

Start-up expenses, which are expensed as incurred, are costs incurred in connection with the organization of the Company and related expenses. Start-up expenses are included as operating expenses in the accompanying consolidated statements of operations and comprehensive income (loss).

Use of Estimates

The preparation of consolidated 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, disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Fair Value of Financial Instruments

The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, trade accounts receivable, trade accounts payable, accrued expenses and other liabilities and long-term obligations approximate fair value. The Company's interest rate swaps and no cost interest rate collars are recorded at fair value (Note 2—Derivative Instruments and Note 12).

Major Customers and Credit Concentration

The Company sells products to customers in the United States and internationally. The Company performs ongoing credit evaluations of customers, and generally does not require collateral on trade accounts receivable. Allowances are maintained for potential credit losses and such losses have been within management's expectations. Net sales to the Company's largest customer, H.J. Heinz Company, were $90,624, $88,389 and $83,819 for the years ended December 31, 2001, 2002 and 2003, respectively. Trade accounts receivable from H.J. Heinz Company as of December 31, 20

MERISANT FOREIGN HOLDINGS I INC S-1