-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UFPyIZ9syGLxo1LJ51hFP6s4ZkqYM6TkSpmqdMIB5jBL7W5encByJcQ16FzY+UIx 6HuEZq9IIcJySZaeIO5u+g== 0000950172-96-000810.txt : 19961204 0000950172-96-000810.hdr.sgml : 19961204 ACCESSION NUMBER: 0000950172-96-000810 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19961203 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: JP FOODSERVICE INC CENTRAL INDEX KEY: 0000928395 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & GENERAL LINE [5141] IRS NUMBER: 521634568 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43415 FILM NUMBER: 96675319 BUSINESS ADDRESS: STREET 1: 9830 PATUXENT WOODS WAY CITY: COLUMBIA STATE: MD ZIP: 21046 BUSINESS PHONE: 4103127100 MAIL ADDRESS: STREET 1: 9830 PATUXENT WOODS WAY CITY: COLUMBIA STATE: MD ZIP: 21046 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LEE SARA CORP CENTRAL INDEX KEY: 0000023666 STANDARD INDUSTRIAL CLASSIFICATION: FOOD & KINDRED PRODUCTS [2000] IRS NUMBER: 362089049 STATE OF INCORPORATION: MD FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: THREE FIRST NATIONAL PLAZA STREET 2: SUITE 4600 CITY: CHICAGO STATE: IL ZIP: 60602 BUSINESS PHONE: 3127262600 MAIL ADDRESS: STREET 1: THREE FIRST NATL PLZ STREET 2: SUITE 4600 CITY: CHICAGO STATE: IL ZIP: 60602 FORMER COMPANY: FORMER CONFORMED NAME: CONSOLIDATED FOODS CORP DATE OF NAME CHANGE: 19850402 FORMER COMPANY: FORMER CONFORMED NAME: CONSOLIDATED GROCERD CORP DATE OF NAME CHANGE: 19731220 SC 13D/A 1 SCHEDULE 13D AMENDMENT NO. 8 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 8) JP Foodservice, Inc. - - - - - - - - - - - - - - - - - - - - - - - - - - - - - (Name of Issuer) Common Stock Par Value $.01 Per Share - - - - - - - - - - - - - - - - - - - - - - - - - - - - - (Title of Class of Securities) 466232 10 5 - - - - - - - - - - - - - (CUSIP Number) Janet Langford Kelly, Senior Vice President, Secretary and General Counsel Sara Lee Corporation, Three First National Plaza Chicago, Illinois 60602 312/726-2600 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 3, 1996 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4) check the following box. ( ) Check the following box if a fee is being paid with the statement ( ) (A fee is not required only if the report- ing person: (1) has a previous statement on file report- ing beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting benefi- cial ownership of five percent or less of such class.) (See Rule 13d-7.) SCHEDULE 13D CUSIP No. 466232 10 5 --------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sara Lee Corporation 36-208-9049 --------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( ) (b) (X) --------------------------------------------------------------- 3 SEC USE ONLY --------------------------------------------------------------- 4 SOURCE OF FUNDS* OO --------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ( ) --------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Maryland --------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER -0 OF ------------------------------------- 8 SHARED VOTING POWER SHARES -0- BENEFICIALLY ------------------------------------- OWNED BY 9 SOLE DISPOSITIVE POWER EACH -0 REPORTING ------------------------------------- 10 SHARED DISPOSITIVE POWER PERSON -0- WITH --------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0 --------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ( ) --------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) -0% --------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO --------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. ITEM 1. SECURITY AND ISSUER Item 1 of Schedule 13D (as defined below) is hereby amended to read in its entirety as follows: This Amendment No. 8 to Schedule 13D relates to the Common Stock, par value $0.01 per share (the "Common Stock"), of JP Foodservice, Inc., a Delaware corporation (the "Issuer"), and is being filed on behalf of Sara Lee Corporation to amend the Schedule 13D, filed on November 30, 1994 and amended by Amendment No. 1 thereto filed on December 16, 1994, Amendment No. 2 thereto filed on September 14, 1995, Amendment No. 3 thereto filed on November 30, 1995, Amendment No. 4 thereto filed on February 20, 1996, Amendment No. 5 thereto filed on July 2, 1996, Amendment No. 6 thereto filed on July 18, 1996 and Amendment No. 7 thereto filed on September 30, 1996 (such Schedule 13D as so amended being referred to herein as the "Schedule 13D"). Unless otherwise indicated, all capitalized terms used but not defined herein shall have the respective meanings set forth in the Schedule 13D. Because Sara Lee Corporation no longer beneficially owns any shares of Common Stock of the Issuer, no further amendments to the Schedule 13D will be filed. ITEM 2. IDENTITY AND BACKGROUND Item 2 of Schedule 13D is not being amended. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Item 3 of Schedule 13D is not being amended. ITEM 4. PURPOSE OF TRANSACTION Item 4 of Schedule 13D is hereby amended to read in its entirety as follows: On December 3, 1996 Sara Lee Foodservice Hold- ings, Inc. ("SLFSH"), a wholly-owned subsidiary of Sara Lee Corporation, sold its entire interest in the Issuer's Common Stock in a public offering pursuant to a U.S. Underwriting Agreement, dated November 26, 1996 (the "U.S. Underwriting Agreement") among the Issuer, the Selling Stockholders (the "Selling Stockholders") set forth on Schedule I thereto and the representatives of the several Underwriters named therein and an Interna- tional Underwriting Agreement, dated November 26, 1996 (the "International Underwriting Agreement") among the Issuer, the Selling Stockholders and the lead managers for the several Managers named therein. The U.S. Under- writing Agreement is included as Exhibit 11 hereto and the International Underwriting Agreement is included as Exhibit 12 hereto. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5 of Schedule 13D is hereby amended to read in its entirety as follows: (a) According to the Issuer's Registra- tion Statement, as of November 26, 1996, there were 22,212,252 shares of Common Stock outstanding. As of the date hereof, Sara Lee Corporation does not beneficially own any of such shares. (b) Not applicable (c) Not applicable (d) Not applicable (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELA- TIONSHIPS WITH RESPECT TO THE SECURITIES OF THE ISSUER Item 6 of Schedule 13D is hereby amended to read in its entirety as follows: Sara Lee Corporation is entitled to certain registration rights pursuant to an Amended and Restated Registration Rights Agreement, dated as of November 22, 1994, among PYA/Monarch, Inc. ("PYA"), a subsidiary of Sara Lee Corporation, the Issuer and certain other par- ties thereto which has been amended by a letter agreement dated July 16, 1996 between PYA and the Issuer and a letter agreement, dated November 20, 1996 among SLFSH, Sara Lee Corporation, the Issuer and certain other par- ties thereto. Such Registration Rights Agreement and letter agreements are included as exhibits to this Sched- ule 13D and are hereby incorporated by reference herein. SLFSH sold its entire beneficial interest in the Issuer's Common Stock pursuant to the U. S. Under- writing Agreement and the International Underwriting Agreement and, as a result of such sale, Sara Lee Corpo- ration and its subsidiaries have no beneficial interest in the Issuers Common Stock. The U.S. Underwriting Agreement and the International Underwriting Agreement are included as exhibits to this Schedule 13D ITEM 7. MATERIALS TO BE FILED AS EXHIBITS. Item 7 of Schedule 13D is hereby amended to read in its entirety as follows: Exhibit 1 Pages 13-15, 41, 47, 49-50 and 55 of the Prospectus(1) Exhibit 3 Conversion Agreement, dated as of November 15, 1994, among Sara Lee Corporation, the Issuer and the other stockholders of the Issuer prior to the initial public offering1 Exhibit 4 Lock-Up Agreement, dated November 18, 1994, among Sara Lee Corpora- tion and the Representatives and Lead Managers named therein1 Exhibit 5 Registration Rights Agreement, dated as of November 22, 1994, among the Issuer, PYA and the other stockholders named therein1 Exhibit 6 Proposal, dated November 30, 1995, from Sara Lee Corporation to Issuer1 Exhibit 7 Press Release, dated November 30, 19951 Exhibit 8 Press Release, dated February 20, 19961 Exhibit 9 Letter Agreement, dated July 16, 1996, between PYA and the Issuer1 Exhibit 10 Notice of exercise of demand regis- tration rights from SLFSH and The Sara Lee Foundation to the Issuer1 Exhibit 11 U.S. Underwriting Agreement, dated November 26, 1996, among the Issu- er, the Selling Stockholders and the Underwriters (filed as Exhibit 1.1 to the Issuer's Registration Statement on Form S-3 (File No. 14039) which is incorporated herein by reference) Exhibit 12 International Underwriting Agree- ment, dated November 26, 1996, among the Issuer, the Selling Stockholders and the Managers (filed as Exhibit 1.2 to the Issuer's Registration Statement on Form S-3 (File No. 14039) which is incorporated herein by reference) Exhibit 13 Letter Agreement, dated November 20, 1996, among SLFSH, the Sara Lee Corporation, the Issuer and the other stockholders named therein _______________________ 1 Previously filed. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: December 3, 1996 SARA LEE CORPORATION /s/ Kathleen M. Cronin __________________________ Kathleen M. Cronin Chief Counsel - Corporate Finance and Assistant Secretary Exhibit Index Exhibit No. Exhibit Page 11 U.S. Underwriting Agreement, dated No- vember 26, 1996, among the Issuer the Selling Stockholders and the Underwrit- ers (filed as Exhibit 1.1 to the Issuer's Registration Statement on Form S-3 (File No. 14039) which is incorpo- rated herein by reference) 12 International Underwriting Agreement, dated November 26, 1996, among the Is- suer, the Selling Stockholders and the Underwriters (filed as Exhibit 1.2 to the Issuer's Registration Statement on Form S-3 (File No. 14039) which is in- corporated herein by reference) 13 Letter Agreement, dated November 20, 1996, among SLFSH, the Sara Lee Corpo- ration, the Issuer and the other stock- holders named therein. EX-99 2 EXHIBIT 13 Exhibit 13 November 20, 1996 JP Foodservice, Inc. 9830 Patuxent Woods Drive Columbia, Maryland 21046 Attention: James L. Miller Dear Mr. Miller: This letter is to confirm our understanding regarding certain matters relating to the registration, under the Securities Act of 1933, as amended, and public offering of shares of common stock (the "JP Stock") of JP Foodservice, Inc. ("JP") and certain rights of the PYA Investors (collec- tively, "PYA") and the Management Investors under the Amended and Restated Registration Rights Agreement, dated as of November 22, 1994, as amended on July 16, 1996, by and among JP, PYA/Monarch, Inc., an indirect wholly-owned subsidiary of Sara Lee Corporation, and certain other parties thereto (the "Registration Rights Agreement"). JP has filed a registration statement on Form S-3 (File No. 333-14039) with the Securities and Exchange Commission pursuant to the exercise by PYA of its demand registration rights under Section 3 of the Registration Rights Agreement. Such registration statement (the "Registration Statement") covers the offering (the "JP Offering") of 5,700,000 shares of JP Stock, exclusive of shares of JP Stock to cover over- allotment options, if any. If the underwriters of the JP Offering exercise such over-allotments in full, PYA will not own any shares of JP Common upon consummation of the JP Offering. The Management Investors hereby agree to waive their right to receive 45 days' prior written notice of the filing of the Registration Statement and agree to waive their "piggy- back" registration rights pursuant to Section 4 of the Regis- tration Rights Agreement with respect to the JP Offering. The provisions of Section 8 of the Registration Rights Agreement shall be superseded, with respect to the JP Offering only, by the provisions of Section 9 of the underwriting agreements executed in connection with the JP Offering. The undersigned Management Investors hold at least 51% of the JP Stock held by the Management Investors. The under- signed PYA Investors hold at least 51% of the JP Stock held by the PYA Investors. This letter agreement shall amend and supersede the Registration Rights Agreement to the extent it is inconsistent therewith. Except as otherwise specifically provided herein, the Registration Rights Agreement shall remain in full force and effect. This letter agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws. This letter agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same agreement. Please acknowledge your agreement with the foregoing by signing and returning a copy of this letter to us, which thereupon will constitute our agreement with respect to the foregoing. PYA INVESTORS SARA LEE FOODSERVICE HOLDINGS, INC. By: ----------------------------------- Name: Title: SARA LEE CORPORATION By: ----------------------------------- Name: Title: MANAGEMENT INVESTORS -------------------------------------- Daniel Berliant -------------------------------------- Lewis Hay, III -------------------------------------- Mark R. Kaiser -------------------------------------- George T. Megas -------------------------------------- James L. Miller -------------------------------------- Mark Natale -------------------------------------- James Sutton Confirmed and agreed as of the date first written above JP FOODSERVICE, INC. By ---------------------------------- Name: James L. Miller Title: President and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----