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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2 )
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JP Foodservice, Inc.
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(Name of Issuer)
Common Stock Par Value $.01 per share
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(Title of Class of Securities)
466232
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(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
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
September 14, 1995
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(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.)
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SCHEDULE 13D
CUSIP No. 466232 10 5 Page 2 of 7 Pages
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Sara Lee Corporation 36-208-9049
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) / /
(b) /X/
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
Not applicable
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CHECK BOX IF DISCLOSURE OF LEGAL
5 PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Maryland
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SOLE VOTING POWER
NUMBER 7
5,138,210
OF --------------------------------------------------
SHARES SHARED VOTING POWER
8
BENEFICIALLY
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OWNED BY
SOLE DISPOSITIVE POWER
EACH 9
5,138,210
REPORTING --------------------------------------------------
PERSON SHARED DISPOSITIVE POWER
10
WITH
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AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON
11
5,138,210
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 33%
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TYPE OF REPORTING PERSON*
14
CO
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* 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.
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Item 1. Security and Issuer
This Amendment No. 2 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 December 1, 1994 and amended by Amendment
No. 1 thereto on December 15, 1994 (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.
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.
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Item 5. Interest in Securities of the Issuer
Item 5 of Sara Lee Corporation's Schedule 13D is hereby amended in
its entirety to read as follows:
(a) According to the Company's Form 10-Q for the quarter ended
April 1, 1995, as of May 3, 1995, there were 15,738,913 shares of Common
Stock outstanding. As of the date hereof, Sara Lee Corporation beneficially
owns 5,138,210 (or 33%) of such shares.
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(b) Sara Lee Corporation has the sole power to direct the vote
of, and the sole power to direct the disposition of, the 5,138,210 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) On September 14, 1995, Sara Lee Corporation contributed
1,000,000 shares of Common Stock beneficially owned by it to the Sara Lee
Foundation, an Illinois nonprofit corporation. The Sara Lee Foundation
receives, administers and contributes funds for scientific, educational and
charitable purposes within the meaning of Section 501(c)(3) of Internal Revenue
Code.
(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
Item 6 of Sara Lee Corporation's Schedule 13D is hereby amended in its entirety
to read as follows:
Pursuant to the Board Membership Agreement, dated November 15, 1994, between
Sara Lee Corporation and the Issuer, for purposes of determining the number of
nominees for the Issuer's Board of Directors that Sara Lee Corporation is
entitled to designate, any shares of Common Stock beneficially owned by the
Sara Lee Foundation are deemed to be owned by Sara Lee Corporation.
Additional information regarding the Board Management Agreement contained under
the heading "Management--Board of Directors--Board Membership Agreement" on
page 41 of the Prospectus, is hereby incorporated by reference.
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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.
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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.
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Date: September 14, 1995
/s/ Janet Langford Kelly
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Signature
Janet Langford Kelly, Senior Vice President,
Secretary and General Counsel
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