<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 )*
---
JP Foodservice, Inc.
----------------------------------------------------------------------------
(Name of Issuer)
Common Stock Par Value $.01 per share
----------------------------------------------------------------------------
(Title of Class of Securities)
466232
------------------------------
(CUSIP Number)
Gordon H. Newman, 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 15, 1994
----------------------------------------------------------------------------
(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 reporting person: (1) has a previous statement on file
reporting 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 beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: This is an Amendment to a paper format Schedule 13D; and accordingly,
this Amendment restates the entire text of the Schedule 13D (other than
exhibits).
<PAGE> 2
SCHEDULE 13D
CUSIP No. 466232 10 5 Page 2 of 7 Pages
- -------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Sara Lee Corporation 36-208-9049
- -------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) / /
(b) /X/
- -------------------------------------------------------------------------------
SEC USE ONLY
3
- -------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
00
- -------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL
5 PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /
- -------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Maryland
- -------------------------------------------------------------------------------
SOLE VOTING POWER
NUMBER 7
6,138,210
OF --------------------------------------------------
SHARES SHARED VOTING POWER
8
BENEFICIALLY 6,138,210
--------------------------------------------------
OWNED BY
SOLE DISPOSITIVE POWER
EACH 9
REPORTING --------------------------------------------------
PERSON SHARED DISPOSITIVE POWER
10
WITH
- -------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON
11
6,138,210
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- -------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
39.0%
- -------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- -------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 of 7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 3
Item 1. Security and Issuer
This Statement relates to the Common Stock, par value $0.01 per share
(the "Common Stock"), of JP Foodservice, Inc., a Delaware corporation (the
"Issuer"). The Issuer's principal executive offices are located at 9830
Patuxent Woods Drive, Columbia, Maryland 21046.
Item 2. Identity and Background
(a)-(c) This Statement is filed by Sara Lee Corporation, a Maryland
corporation. Sara Lee Corporation is a global food and consumer products company
which markets a variety of products under leading brand names, including Hanes,
Isotoner, Coach, L'eggs, Dim, Bali, Playtex, Champion, Kiwi, Hillshire Farm,
Ball Park, Jimmy Dean, Douwe Egberts and Sara Lee. The address of Sara Lee
Corporation's principal business and principal office is Three First National
Plaza, Suite 4600, Chicago, Illinois 60602.
(d) During the last five years, Sara Lee Corporation has not been
convicted in a criminal proceeding.
(e) During the last five years, Sara Lee Corporation has not been
party to any civil proceeding of a judicial or administrative body of competent
jurisdiction that resulted in Sara Lee Corporation (i) being subject to a
judgment, decree of final order enjoining future violation of, or prohibiting
or mandating activities subject to, federal or state securities laws or (ii)
being found in violation with respect to such laws.
(f) Not applicable.
Item 3. Source and Amount of Funds or Other Consideration
The information contained under the headings "The Recapitalization"
on pages 13 and 14 of the Prospectus dated November 15, 1994, included in the
Issuer's Registration Statement on Form S-1 (Registration No. 33-82724) (the
"Prospectus") and "Management--Compensation Committee Interlocks and Insider
Participation--Common Stock Issuances in Recapitalization," "Certain
Transactions--Acquisition," and "Certain Transactions-Exchange" on pages 47, 49
and 50 of the Prospectus, is hereby incorporated by reference. See also
Item 5 below.
Item 4. Purpose of Transaction
The events which required the original filing of this Statement were
the registration of the Common Stock under the Exchange Act of 1934, together
with the conversion into Common Stock of certain debt of the Issuer held by
Sara Lee Corporation (see Item 3 above). The event which required the filing
of this Amendment No. 1 was Sara Lee Corporation's acquisition of 1,083,462
additional shares of Common Stock, as described in Item 5 below.
3
<PAGE> 4
Although Sara Lee Corporation believes that the Common Stock which it
beneficially owns is an attractive investment at this time, Sara Lee
Corporation will continue to monitor and evaluate its investment in the Issuer
in light of pertinent factors, including the following: (i) the Issuer's
business, operation, assets, financial condition and prospects; (ii) market,
general economic and other conditions; and (iii) other investment
opportunities available to Sara Lee Corporation. In light of the foregoing
factors, and the plans and requirements of Sara Lee Corporation from time to
time, Sara Lee Corporation may determine to (i) acquire additional securities
of the Issuer, (ii) dispose of some or all of the securities of the Issuer
which it beneficially owns, (iii) increase or decrease its participation in the
determination of the Issuer's management and policies or replace one or more of
its representatives on the Board of Directors of the Issuer with other Sara Lee
Corporation representatives or (iv) propose a merger, consolidation, joint
venture or other business combination involving the Issuer or its subsidiaries
or divisions or a sale or purchase of assets or securities of the Issuer or its
subsidiaries or divisions or other similar actions.
Except as described above, Sara Lee Corporation does not have either plans
or proposals that relate to or would result in: (i) the acquisition by any
person of additional securities of the Issuer, or the disposition of securities
of the Issuer; (ii) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(iii) a sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries; (iv) any change in the present board of directors or
management of the Issuer, including any plans or proposals to change the number
or term of directors or to fill any existing vacancies on the board; (v) any
material change in the present capitalization or dividend policy of the Issuer;
(vi) any other material change in the Issuer's business or corporate structure;
(vii) changes in the Issuer's charter or bylaws or other actions which may
impede the acquisition of control of the Issuer by any person; (viii) a class
of securities of the Issuer being delisted from a national securities exchange
or ceasing to be authorized to be quoted in an inter-dealer quotation system of
a registered national securities association; (ix) a class of equity securities
of the Issuer becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Exchange Act of 1934; or (x) any action similar to any
of the enumerated above.
Item 5. Interest in Securities of the Issuer
(a) According to information received from the Company, as of
December 15, 1994, there were 15,724,042 shares of Common Stock outstanding. As
of the date hereof, Sara Lee Corporation beneficially owns 6,138,210 (or 39.0%)
of such shares. Of these 6,138,210 shares of Common Stock, Sara Lee Corporation
acquired 5,054,748 shares at the closing of the initial public offering on
November 22, 1994. Sara Lee Corporation acquired the additional 1,083,462
shares (i) upon the
4
<PAGE> 5
expiration on December 15, 1994 of the over-allotment option relating to the
initial public offering of the Issuer and (ii) pursuant to the terms of the
Conversion Agreement dated as of November 15, 1994 among the Issuer, Sara Lee
Corporation and the other stockholders of the Issuer prior to the initial
public offering of the Issuer (the "Conversion Agreement"). The Conversion
Agreement is hereby incorporated by reference herein. Under the terms of the
Conversion Agreement, Sara Lee Corporation converted the remaining $11,918,083
outstanding principal amount of the 10% Junior Subordinated PIK Notes of the
Issuer held by Sara Lee Corporation into Common Stock at the initial public
offering price of $11 per share.
(b) Sara Lee Corporation has the sole power to direct the vote
of, and the sole power to direct the disposition of, the 6,138,210 shares of
Common Stock beneficially owned by it. The Common Stock beneficially owned by
Sara Lee Corporation is held of record by PYA/Monarch, Inc., a Delaware
corporation and a wholly-owned subsidiary of PYA Holding, Inc., a Delaware
corporation and a wholly-owned subsidiary of Sara Lee Corporation.
(c) The information contained under the headings "The
Recapitalization" on pages 13 through 15 of the Prospectus, and
"Management--Compensation Committee Interlocks and Insider
Participation--Common Stock Issuances in Recapitalization," "Certain
Transactions--Acquisition" and "Certain Transactions--Exchange" on pages 47, 49
and 50 of the Prospectus, is hereby incorporated by reference. See also
Item 5(a) above.
(d) No other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale
of, the shares of Common Stock beneficially owned by Sara Lee Corporation.
(e) Not applicable
Item 6 Contracts, Arrangements, Understanding or Relationships With
Respect to the Securities of the Issuer
The information contained under the headings "The Recapitalization--Conversion
to Common Stock" on pages 14 and 15 of the Prospectus, and "Management--Board
of Directors--Board Membership Agreement" on page 41 of the Prospectus, is
hereby incorporated by reference.
5
<PAGE> 6
Sara Lee Corporation has entered into a Lock-Up Agreement with Smith Barney
Inc., Goldman, Sachs & Co. and The Robinson-Humphrey Company, Inc.
(collectively, the "Representatives"), pursuant to which Sara Lee Corporation
has agreed that, for a period of 180 days from November 15, 1994, Sara Lee
Corporation will not, without the prior written consent of the
Representatives, offer, sell, contract to sell, or otherwise dispose of, any
shares of Common Stock of the Issuer, except for sales or other transfers to
affiliates (which, for the purposes of the Lock-Up Agreement, shall be deemed
to include The Sara Lee Foundation). The information contained in the third
full paragraph under the heading "Shares Eligible for Future Sale" on page 55
of the Prospectus, is hereby incorporated by reference.
Sara Lee Corporation has also entered into an Amended and Restated Registration
Rights Agreement, dated as of November 22, 1994, pursuant to which the Issuer
has granted Sara Lee Corporation certain demand and piggy-back registration
rights. The Registration Rights Agreement is hereby incorporated by reference.
Item 7 Exhibits
Exhibit 1 Pages 13-15, 41, 49-50 and 55 of the Prospectus.*
Exhibit 2 Board Membership Agreement, dated as of November 15,
1994, between Sara Lee Corporation and the Issuer.*
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 offering.*
Exhibit 4 Lock-Up Agreement, dated November 18, 1994, among
Sara Lee Corporation and the Representatives and Lead Managers named therein.*
Exhibit 5 Registration Rights Agreement, dated as of
November 22, 1994, among the Issuer, Sara Lee Corporation and the other
stockholders named therein.*
Exhibit 6 Page 47 of the Prospectus.
- ----------
* Previously filed.
6
<PAGE> 7
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 15, 1994
/s/ GORDON H. NEWMAN
- ---------------------------------------
Signature
Gordon H. Newman, Senior Vice President-
Secretary and General Counsel
7
<PAGE> 1
EXHIBIT 6
Page 47 of the Prospectus.
In connection with the Acquisition, the Company and the management
investors entered into an agreement with PYA/Monarch and the other
Institutional Stockholders that provides for certain registration rights with
respect to the Common Stock. See "Investment Considerations -- Shares Eligible
for Future Sale; Registration Rights."
In connection with the Acquisition, the Company, PYA/Monarch, the other
Institutional Stockholders and the management investors entered into the
stockholders agreement which, among other things, provides for the election to
the Board of representatives of management and the Institutional Stockholders.
The stockholders agreement will terminate on the Offering Closing Date.
Other Transactions. The Company regularly purchases products from Sara
Lee and various Sara Lee affiliates for resale to its customers. Purchases
from Sara Lee and such affiliates totalled $69.6 million in fiscal 1992, $63.9
million in fiscal 1993 and $69.8 million in fiscal 1994. The Company believes
that such purchases are at prices comparable to prices charged to unrelated
distributors of Sara Lee products.
In the first quarter of fiscal 1992, the Company purchased from Sara
Lee the inventory and certain other assets of a Midwestern foodservice
distribution operation with annual net sales of approximately $45 million. The
purchase price of $2.2 million was calculated based on the cost of the
inventory and the book value of the other acquired assets. In connection with
this acquisition, the Company leased certain real properties from Sara Lee. The
rental payments by the Company under the leases totaled $121,103 in fiscal
1992, $92,267 in fiscal 1993 and $33,560 in fiscal 1994.
The Company purchases Monarch(R) brand labels from PYA/Monarch. The
Company paid PYA/Monarch $34,325 in fiscal 1992, $130,815 in fiscal 1993 and
$68,410 in fiscal 1994 for such labels.
The Company paid PYA/Monarch interest on certain outstanding
indebtedness of approximately $9.9 million in fiscal 1992, $11.4 million in
fiscal 1993 and $9.0 million in fiscal 1994, all of which was paid in kind.
Common Stock Issuances in Recapitalization. As part of the
Recapitalization, approximately $40.6 million principal amount of the 10%
Junior Subordinated PIK Notes held by PYA/Monarch will be converted into
3,381,787 shares of Common Stock. In addition, all of the Company's outstanding
Senior Preferred Stock, which is held by PYA/Monarch, will be converted into
23,083 shares of Common Stock. See "The Recapitalization -- Conversion to
Common Stock."
