LEE SARA CORP
SC 13D/A, 1995-11-30
SAUSAGES & OTHER PREPARED MEAT PRODUCTS
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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. 3)

                             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)

                              November 30, 1995
          - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
           (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.)


                                 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
                                         5,138,210
                      OF            ------------------------------------- 
                                    8    SHARED VOTING POWER
                    SHARES
                                            -0-
                 BENEFICIALLY       ------------------------------------- 
                                   
                   OWNED BY         9    SOLE DISPOSITIVE POWER

                     EACH                5,138,210
                                     ------------------------------------ 
                  REPORTING
                                    10   SHARED DISPOSITIVE POWER
                    PERSON
                                         -0-
                     WITH
          --------------------------------------------------------------
           11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY
                     EACH REPORTING PERSON

                     5,138,210
          --------------------------------------------------------------
           12        CHECK BOX IF THE AGGREGATE AMOUNT
                     IN ROW (11) EXCLUDES CERTAIN SHARES*    ( )

          --------------------------------------------------------------
           13        PERCENT OF CLASS REPRESENTED BY
                     AMOUNT IN ROW (11)

                     32.3%
          --------------------------------------------------------------
           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 in its entirety as follows:

                    This Amendment No. 3 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 and Amendment No. 2 thereto filed on
          September 14, 1995 (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

                    Item 2 of Schedule 13D is hereby amended in its
          entirety as follows:

                         (a)-(c)  This Schedule 13D 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.

                         The name, address and present principal
          occupation of each of the directors and executive
          officers of Sara Lee Corporation are set forth in
          Appendix I which is attached hereto.

                         (d)  During the last five years, neither
          Sara Lee Corporation, nor to the best of its knowledge,
          any director or executive officer of Sara Lee
          Corporation, has been convicted in a criminal proceeding
          (excluding traffic violations or similar misdemeanors).

                         (e)  During the last five years, neither
          Sara Lee Corporation, nor to the best of its knowledge,
          any director or executive officer of Sara Lee
          Corporation, has been a party to any civil proceeding of
          a judicial or administrative body of competent
          jurisdiction that resulted in Sara Lee Corporation or
          such person (i) being subject to a judgement, decree or
          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)  Except as provided in Appendix I 
          attached hereto, each director and executive officer
          of Sara Lee Corporation is a citizen of the United
          States.

          ITEM 3.   SOURCE AND AMOUNT OF FUNDS OR OTHER
                    CONSIDERATION

                    Item 3 of Schedule 13D is hereby amended in its
          entirety as follows:

                    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.

                    As more fully described in Item 4 hereto, this
          Amendment No. 3 to Schedule 13D relates to the Proposed
          Transaction (as defined in Item 4) pursuant to which Sara
          Lee Corporation would acquire beneficial ownership of
          52,393,108 newly-issued shares of Common Stock of the
          Issuer in consideration for Sara Lee Corporation's
          foodservice distribution business, which is operated
          through PYA/Monarch, Inc., an indirect, wholly-owned
          subsidiary of Sara Lee Corporation ("PYA/Monarch").

          ITEM 4.   PURPOSE OF TRANSACTION

                    Item 4 of Schedule 13D is hereby amended in its
          entirety as follows:

                    The events which required the original filing
          of this Schedule 13D were the registration of the Common
          Stock under the Securities 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 Amendment
          No. 1 to Schedule 13D was Sara Lee Corporation's
          acquisition of 1,083,462 additional shares of Common
          Stock.  The event which required the filing of Amendment
          No. 2 to Schedule 13D was the contribution of 1,000,000
          shares of Common Stock beneficially owned by Sara Lee
          Corporation to the Sara Lee Foundation, an Illinois
          nonprofit corporation.

                    On November 30, 1995, Sara Lee Corporation made
          a proposal (the "Proposal") to the Board of Directors of
          the Issuer to combine the businesses of the Issuer and
          PYA/Monarch, Sara Lee Corporation's foodservice
          distribution business, in a transaction (the "Proposed
          Transaction") pursuant to which Sara Lee Corporation
          would receive 52,393,108 newly-issued shares of Common
          Stock of the Issuer.  The Proposed Transaction would
          result in Sara Lee Corporation owning approximately 84%
          of the outstanding Common Stock of the Issuer, with the
          remaining approximately 16% continuing to be held by the
          public.  The Proposal is attached hereto as Exhibit 6 and
          the press release announcing the Proposal is attached hereto 
          as Exhibit 7.

                    The Proposed Transaction is subject to the
          negotiation of a definitive agreement or agreements and
          the approval of the Board of Directors of Sara Lee
          Corporation and the Board of Directors and shareholders
          of the Issuer.  Sara Lee Corporation expects that the
          Board of Directors of the Issuer will act to form a
          Special Committee (the "Special Committee") comprised of
          its independent directors to consider the Proposed
          Transaction.

                    Although Sara Lee Corporation believes that the
          Common Stock which it beneficially owns is an attractive
          investment and that the Proposed Transaction would be
          beneficial to and in the best interests of all of the
          shareholders of Sara Lee Corporation and the Issuer, Sara
          Lee Corporation will continue to monitor and evaluate its
          investment in the Issuer and the terms and advisability
          of consummating the Proposed Transaction in light of
          pertinent factors, including the following: (i) the
          Issuer's business, operations, assets, financial
          condition and prospects; (ii) PYA/Monarch's business,
          operations, assets, financial condition and prospects;
          (iii) market, general economic and other conditions; and
          (iv) other investment opportunities available to Sara Lee
          Corporation.  In light of the foregoing factors, other
          circumstances arising from time to time and the ongoing
          plans and requirements of Sara Lee Corporation, Sara Lee
          Corporation may determine to (i) acquire additional
          securities of the Issuer, (ii) 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, (iii)
          withdraw or amend the Proposal or (iv) propose a
          different transaction with the Issuer, including 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.  Sara Lee Corporation does not intend to
          dispose of any or all of the securities of the Issuer it
          beneficially owns.

                    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
          Securities Exchange Act of 1934; or (x) any action
          similar to any of those enumerated above.

          ITEM 5.   INTEREST IN SECURITIES OF THE ISSUER

                    Item 5 of Schedule 13D is hereby amended in its
          entirety as follows:

                         (a)  According to the Issuer's Form 10-Q
          for the quarter ended October 1, 1995, as of November 1,
          1995, there were 15,931,655 shares of Common Stock
          outstanding.  As of the date hereof, Sara Lee Corporation
          beneficially owns 5,138,210 (or 32.3%) of such shares.

                         (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)  Neither Sara Lee Corporation, nor to
          the best of its knowledge, any director or executive
          officer of Sara Lee Corporation, has engaged in any
          transaction in the Common Stock of the Issuer during the
          past 60 days.

                         (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 Schedule 13D is not being amended.

          ITEM 7.   MATERIALS TO BE FILED AS EXHIBITS.

                    Item 7 of Schedule 13D is hereby amended in its
          entirety as follows:

                    Exhibit 1    Pages 13-15, 41, 47, 49-50 and 55 of
                                 the Prospectus1

                    Exhibit 2    Board Membership Agreement, dated
                                 as of November 15, 1994, between
                                 Sara Lee Corporation and the
                                 Issuer1

                    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
                                 Corporation and the
                                 Representatives and Lead Managers
                                 named therein1

                    Exhibit 5    Registration Rights Agreement,
                                 dated as of November 22, 1994,
                                 among the Issuer, Sara Lee
                                 Corporation and the other
                                 stockholders named therein1

                    Exhibit 6    Proposal, dated November 30, 1995,
                                 from Sara Lee Corporation to
                                 Issuer

                    Exhibit 7    Press Release, dated November 30, 1995

          ____________________                    
          1    Previously filed.


                    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:  November 30, 1995

          /s/ Janet Langford Kelly
          -------------------------
          Signature

          Janet Langford Kelly, Senior Vice President,
          Secretary and General Counsel


__________________________________________________________________________

                                  APPENDIX I

          Directors and Executive Officers of Sara Lee Corporation

                    Set forth below are the names, addresses and
          present principal occupations of each director and
          executive officer of Sara Lee Corporation.

                    Paul A. Allaire, whose address is 800 Long
          Ridge Road, Stamford, CT 06904, is the Chairman and Chief
          Executive Officer of Xerox Corporation.  Mr. Allaire is
          also a Director of Sara Lee Corporation.

                    Frans H.J.J. Andriessen, whose address is KPMG
          European Business Center, Avenue Louise 54, B-1050
          Brussels, Belgium, is a Professor of European Integration
          at the University of Utrecht in the Netherlands.  Mr.
          Andriessen is also a Director of Sara Lee Corporation.
          Mr. Andriessen is a citizen of the Netherlands.

                    John H. Bryan, whose address is Three First
          National Plaza, Suite 4600, Chicago, Illinois 60602, is
          Chairman of the Board and Chief Executive Officer of Sara
          Lee Corporation.  Mr. Bryan is also a Director of Sara
          Lee Corporation.

                    Duane L. Burnham, whose address is 100 Abbott
          Park Road, Abbott Park, IL 60064, is Chairman of the
          Board and Chief Executive Officer of Abbott Laboratories. 
          Mr. Burnham is also a Director of Sara Lee Corporation.

                    Charles W. Coker, whose address is North 2nd
          Street, Hartsville, SC 29550, is Chairman of the Board
          and Chief Executive Officer of Sonoco Products Company. 
          Mr. Coker is also a Director of Sara Lee Corporation.

                    Willie D. Davis, whose address is 161 North La
          Brea Avenue, Inglewood, CA 90301, is President of All-Pro
          Broadcasting, Inc., a privately owned company.  Mr. Davis
          is also a Director of Sara Lee Corporation.

                    Donald J. Franceschini, whose address is Three
          First National Plaza, Suite 4600, Chicago, Illinois
          60602, is Executive Vice President of Sara Lee
          Corporation.  Mr. Franceschini is also a Director of Sara
          Lee Corporation.

                    Gary C. Grom, whose address is Three First National 
          Plaza, Chicago, Illinois 60602, is Senior Vice President-Human 
          Resources of Sara Lee Corporation.  

                    Joseph E. Heid, whose address is Three First National 
          Plaza, Chicago, Illinois 60602, is Senior Vice President of Sara 
          Lee Corporation.

                    Allen F. Jacobson, whose address is c/o Sara
          Lee Corporation, Three First National Plaza, Chicago,
          Illinois 60602, is retired.  Mr. Jacobson is also a
          Director of Sara Lee Corporation.

                    Vernon E. Jordan, Jr., whose address is 1333
          New Hampshire Avenue, N.W., Suite 400, Washington, D.C.
          20036, is a senior partner of the Washington, D.C. law
          firm of Akin, Gump, Strauss, Hauer & Feld L.L.P.  Mr.
          Jordan is also a Director of Sara Lee Corporation.

                    Janet L. Kelly, whose address is Three First National 
          Plaza, Chicago, Illinois 60602, is Senior Vice President, 
          Secretary and General Counsel of Sara Lee Corporation.

                    James L. Ketelsen, whose address is c/o Sara
          Lee Corporation, Three First National Plaza, Chicago,
          Illinois 60602, is retired.  Mr. Ketelsen is also a
          Director of Sara Lee Corporation.

                    Hans B. van Liemt, whose address is c/o Sara
          Lee Corporation, Three First National Plaza, Chicago,
          Illinois 60602, is retired.  Mr. van Liemt is also a
          Director of Sara Lee Corporation.  Mr. van Liemt is a 
          citizen of the Netherlands.

                    Joan D. Manley, whose address is c/o Sara Lee
          Corporation, Three First National Plaza, Chicago,
          Illinois 60602, is retired.  Mrs. Manley is also a
          Director of Sara Lee Corporation.

                    Mark J. McCarville, whose address is Three First 
          National Plaza, Chicago, Illinois, 60602, is Senior Vice 
          President-Corporate Development of Sara Lee Corporation.

                    C. Steven McMillan, whose address is Three
          First National Plaza, Suite 4600, Chicago, Illinois
          60602, is Executive Vice President of Sara Lee.  Mr.
          McMillan is also a Director of Sara Lee Corporation.

                    Frank L. Meysman, whose address is Three First
          National Plaza, Suite 4600, Chicago, Illinois 60602, is
          Senior Vice President of Sara Lee Corporation.  Mr. Meysman
          is a citizen of Belgium.

                    Newton N. Minow, whose address is One First
          National Plaza, Chicago, Illinois 60603, is counsel to
          the Chicago law firm of Sidley & Austin.  Mr. Minow is
          also a Director of Sara Lee Corporation.

                    Michael E. Murphy, whose address is Three First
          National Plaza, Suite 4600, Chicago, Illinois 60602, is
          Vice Chairman and Chief Administrative Officer of Sara
          Lee Corporation.  Mr. Murphy is also a Director of Sara
          Lee Corporation.

                    Sir Arvi H. Parbo A.C., whose address is 360
          Collins Street, Melbourne, Victoria 3000, Australia, is
          Chairman of Western Mining Corporation Holdings Limited,
          and also Chairman of Alcoa of Australia Limited, Munich
          Reinsurance Company of Australia Limited and Zurich
          Australian Insurance Group.  Sir Arvi is also a Director
          of Sara Lee Corporation.  Sir Arvi is a citizen of Australia.

                    Rozanne L. Ridgway, whose address is 910 17th
          Street, N.W., Washington, D.C. 20006, is Co-Chair of The
          Atlantic Council of the United States and Chair of the
          Baltic American Enterprise Fund.  Ambassador Ridgway is
          also a Director of Sara Lee Corporation.

                    Judith A. Sprieser, whose address is Three 
          Financial Center, Chicago, Illinois 60602, is Senior 
          Vice President and Chief Financial Officer of Sara Lee 
          Corporation.

                    Richard L. Thomas, whose address is One First
          National Plaza, Chicago, Illinois 60670, is Chairman of
          the Board and Chief Executive Officer of First Chicago
          Corporation and its subsidiary, the First National Bank
          of Chicago.  Mr. Thomas is also a Director of Sara Lee
          Corporation.


____________________________________________________________________________


                                Exhibit Index

          Exhibit No.       Exhibit        

              6             Proposal, dated November
                            30, 1995, from Sara Lee
                            Corporation to Issuer

              7             Press Release, dated 
                            November 30, 1995


___________________________________________________________________________


                                                 Exhibit 6

          November 30, 1995

          The Board of Directors
          JP Foodservice, Inc.
          9830 Patuxent Woods Drive
          Columbia, Maryland  21406

          Ladies and Gentlemen:

          Sara Lee Corporation ("Sara Lee") proposes that Sara Lee
          and JP Foodservice, Inc. ("JP Foodservice") explore a
          transaction pursuant to which the businesses of
          PYA/Monarch, Inc., an indirect, wholly-owned subsidiary
          of Sara Lee ("PYA/Monarch"), and JP Foodservice would be
          combined.  James L. Miller recently raised with us the possible
          benefits of a combination of these businesses and following
          our review of the benefits of such a combination, we are 
          pleased to make this proposal.

          Sara Lee proposes that the businesses of JP Foodservice
          and PYA/Monarch be combined in a transaction pursuant to
          which Sara Lee would receive 52,393,108 newly-issued
          shares of common stock of JP Foodservice, based on the
          average of the daily high and low prices of
          JP Foodservice common stock as reported on the Nasdaq
          National Market for the twenty consecutive trading days
          ending on November 29, 1995.  This represents a value of
          $946 million for PYA/Monarch after taking into
          consideration approximately $125 million of indebtedness
          of PYA/Monarch to third parties at the closing of the
          proposed transaction.  The proposed transaction would
          result in Sara Lee owning approximately 84% of the
          outstanding common stock of JP Foodservice, with the
          remaining approximately 16% continuing to be held by the
          public stockholders of JP Foodservice.

          We anticipate that the Board of Directors of
          JP Foodservice will act to form a Special Committee (the
          "Special Committee") comprised of its independent
          directors to consider our proposal.  We are prepared to
          negotiate all aspects of the proposed transaction with
          the Special Committee.  This proposal represents an
          expression of our interest and is not a binding
          commitment.  A binding agreement regarding the proposal
          would be reflected only in a definitive agreement relating 
          to the proposed transaction.  We understand that the final 
          terms of any such agreement would be subject to the 
          approval of the Special Committee and would also require 
          the approval of the stockholders of JP Foodservice.  Such 
          a binding agreement would also be subject to the approval 
          of the full Board of Directors of Sara Lee.

          Sara Lee is enthusiastic about the prospect of combining
          JP Foodservice and PYA/Monarch.  We believe that the
          strategic combination of these businesses will create
          synergies, costs savings and other benefits and is in the
          best interests of all of the owners of the combined
          companies.  Based on our discussions with senior
          management of JP Foodservice, we believe that senior
          management of JP Foodservice is also excited about the
          prospect of combining JP Foodservice and PYA/Monarch and
          shares our view of the benefits of such a combination.

          While we understand that the Special Committee will give
          this proposal careful review, we believe that it is
          important for the parties involved to move the process
          forward expeditiously.  I and the other members of the
          senior management of Sara Lee are available to discuss
          this proposal with you and your representatives and to
          promptly proceed to negotiate a definitive agreement.  We
          are prepared to provide JP Foodservice with immediate
          access to PYA/Monarch to conduct your due diligence and
          we hereby request access to JP Foodservice in order to
          conduct our due diligence review as well.

          Please let me know at your earliest convenience how you
          wish to proceed.

          Sincerely,

          /s/ C. Steven McMillan
          --------------------------
          C. Steven McMillan
          Executive Vice President


___________________________________________________________________________


                                                       Exhibit 7

          Kate Gace
          Sara Lee Corporation
          312/558-8421

                   SARA LEE CORPORATION BEGINS DISCUSSIONS
                WITH JP FOODSERVICE, INC. REGARDING COMBINING
                       JP FOODSERVICE WITH PYA/MONARCH

          CHICAGO, November 30, 1995 - Sara Lee Corporation today
          announced that it is commencing discussions with JP
          Foodservice, Inc. regarding a proposal to combine
          JP Foodservice and Sara Lee's foodservice distribution
          business, PYA/Monarch.

              According to the proposal, Sara Lee Corporation would
          receive 52,393,108 newly-issued shares of JP Foodservice
          common stock in exchange for merging PYA/Monarch with
          JP Foodservice.  Based on the average of the high and low
          prices of JP Foodservice stock for the 20 consecutive
          trading days ending November 29, 1995, this represents a 
          value of $946 million for PYA/Monarch after taking into
          consideration approximately $125 million of debt owed by
          PYA/Monarch to third parties at the closing of the
          proposed transaction.

              The merged entity, in which Sara Lee Corporation
          would be the majority shareholder, would continue to be
          publicly held.

              Sara Lee Corporation expects that the board of
          directors of JP Foodservice will appoint a Special
          Committee of independent directors to evaluate the
          proposal.  In addition, the proposed transaction would be
          subject to the approval of the stockholders of JP
          Foodservice and Sara Lee Corporation's board of directors. 
          At this time, there can be no assurance that any specific
          transaction will be agreed upon and completed.

              "This merger would create valuable operating,
          purchasing and customer service synergies," said C. Steven
          McMillan, executive vice president of Sara Lee
          Corporation.  "Integrating PYA/Monarch and JP Foodservice
          would result in new efficiencies, increased purchasing
          power and an expanded capability to service national
          accounts."

              JP Foodservice, Inc. is the nation's seventh-largest
          distributor of food and related products to restaurants
          and other foodservice establishments in the Mid-Atlantic,
          Midwest and northeastern United States.

                                   - more -

              PYA/Monarch, a wholly-owned subsidiary of Sara Lee
          Corporation, is the leading foodservice distributor in the
          southeastern United States.  PYA/Monarch distributes dry,
          refrigerated and frozen foods, paper supplies and
          foodservice equipment to customers throughout the South,
          Midwest and East.

              Sara Lee Corporation, a global food and consumer
          products company with $17.7 billion in annual sales,
          markets a variety of products under leading brand names
          including Hanes, Hanes Her Way, L'eggs, Bali, Champion,
          Playtex, Dim, Kiwi, Hillshire Farm, Ball Park, Douwe
          Egberts and Sara Lee.

                                     # # #




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