UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 6)
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 10 5
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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)
July 17, 1996
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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 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
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)
32.1%
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. 6 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 and Amendment No. 5 thereto filed on
July 2, 1996 (such Schedule 13D as so amended being
referred to herein as the "Schedule 13D"). Unless other-
wise indicated, all capitalized terms used but not de-
fined herein shall have the respective meanings set forth
in the Schedule 13D.
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 not being amended.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of Schedule 13D is not being amended.
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:
The 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. Such
Registration Rights Agreement and letter agreement are
included as exhibits to this Schedule 13D and are hereby
incorporated by reference herein.
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
offering(1)
Exhibit 4 Lock-Up Agreement, dated November
18, 1994, among Sara Lee Corpora-
tion and the Representatives and
Lead Managers named therein(1)
Exhibit 5 Registration Rights Agreement,
dated as of November 22, 1994,
among the Issuer, PYA and the other
stockholders named therein(1)
Exhibit 6 Proposal, dated November 30, 1995,
from Sara Lee Corporation to
Issuer(1)
Exhibit 7 Press Release, dated November 30,
1995(1)
Exhibit 8 Press Release, dated February 20,
1996(1)
Exhibit 9 Letter Agreement, dated July 16,
1996, between PYA and the Issuer
_____________________
1 Previously filed.
_______________________
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: July 18, 1996
/s/ Janet Langford Kelly
Signature
Janet Langford Kelly, Senior Vice President,
Secretary and General Counsel
Exhibit Index
Exhibit No. Exhibit Page
9 Letter Agreement, dated
July 16, 1996, between
PYA and the Issuer
Exhibit 9
July 17, 1996
JP Foodservice, Inc.
9830 Patuxent Woods Drive
Columbia, Maryland
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 (the "Secu-
rities Act"), and public offering of shares of common
stock (the "JP Stock") of JP Foodservice, Inc. ("JP") and
certain rights of the PYA Investors (collectively, "PYA")
under the Amended and Restated Registration Rights Agree-
ment, dated as of November 22, 1994, 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").
PYA hereby agrees to waive its right to receive
45 days' prior written notice of the filing of a regis-
tration statement by JP pursuant to Section 4 of the
Registration Rights Agreement with respect to the regis-
tration and sale of up to 4,000,000 shares of JP Stock in
a primary offering pursuant to a Registration Statement
on Form S-3 (as amended from time to time, the "Registra-
tion Statement"), filed with the Securities and Exchange
Commission on July 1, 1996 (the "JP Offering"). PYA also
agrees to waive its "piggy-back" registration rights
pursuant to Section 4 of the Registration Rights Agree-
ment solely with respect to the JP Offering if PYA's
participation in the JP Offering would, if in more than a
de minimis amount, preclude JP from accounting for the
acquisition of Valley Industries, Inc. (the "Valley
Acquisition") as a "pooling-of-interests" in which case
PYA shall not participate at all in the JP Offering. If
the JP Offering is not completed by September 16, 1996,
JP agrees that it will give reasonable consideration to a
request by PYA to delay the JP Offering until such time
as PYA may participate in the JP Offering without affect-
ing the ability of JP to account for the Valley Acquisi-
tion as a "pooling-of-interests," provided that the
determination whether to delay the JP Offering will be
made by JP in its sole discretion.
PYA agrees that it will permit JP to use a Form
S-3 to register the shares of JP Stock to be issued in
connection with the Valley Acquisition, provided that the
securityholders of Valley agree that they will sell such
shares as if they were subject to the restrictions con-
tained in Rule 145 of the Securities Act, and agrees to
waive its notice and "piggy-back" registration rights
pursuant to Section 4 of the Registration Rights Agree-
ment with respect to the offering of JP Stock covered by
such Form S-3. JP agrees that it will use all reasonable
efforts to close the Valley Acquisition as soon as practicable.
PYA further agrees that it will not sell any
shares of JP Stock or engage in any marketing efforts
with respect to the sale of its shares of JP Stock during
the period commencing five (5) days before the date the
Registration Statement is declared effective and ending
on the earlier of 90 days after the effectiveness of the
Registration Statement and November 22, 1996 and that it
(and the Sara Lee Foundation) will enter into an agree-
ment with JP and the underwriters to such effect in the
form attached hereto; provided, that such agreement shall
reflect the dates set forth above and shall explicitly
provide that it shall not prevent PYA from exercising a
demand registration during such period or the Company
from filing on or after October 8, 1996 a registration
statement with respect to such demand and taking all
necessary steps to have such registration statement ready
to be declared effective immediately upon the termination
of such period. The first sentence of Section 9 of the
Registration Rights Agreement shall not restrict PYA from
selling JP Stock during the period beginning on the
earlier of 90 days after effectiveness of the Registra-
tion Statement and November 22, 1996 and ending on February 15,
1997.
In consideration for the foregoing waivers and
agreements by PYA related to certain of its rights under
the Registration Rights Agreement, JP hereby agrees that
if PYA elects to exercise a demand registration right
pursuant to Section 3.01 of the Registration Rights
Agreement on or before February 15, 1997, JP will file a
registration statement with respect to such demand as
promptly as reasonably practicable, but in no event more
than seven (7) business days following receipt of notice
from PYA. PYA agrees that it will give reasonable con-
sideration to a request by JP to limit the number of
shares of JP Stock to be sold, provided that the size of
the offering will be determined by PYA in its sole dis-
cretion. JP will use its best efforts to cause the
registration statement to become effective and take all
other actions necessary to enable PYA to offer and sell
its shares of JP Stock commencing on November 23, 1996 or
such other date thereafter as may be specified by PYA,
provided that PYA remains subject to the limitations on
any marketing efforts set forth in the preceding para-
graph. JP will otherwise comply with the terms of the
Registration Rights Agreement in connection with any such
demand. JP further agrees to waive its rights to post-
pone the filing of a registration statement for up to 90
days pursuant to Section 3.02(e) of the Registration
Rights Agreement with respect to any offering of shares
of JP Stock as a result of the exercise by PYA of a
demand registration right under Section 3.01 of the
Registration Rights Agreement prior to February 15, 1997.
Furthermore, JP agrees that it will not issue any shares
of JP Stock in a public offering or file any registration
statement (other than a registration statement on Form S-
4 or Form S-8) with respect thereto, except in connection
with the JP Offering, during the period from the earlier
of 90 days after the effectiveness of the Registration
Statement and November 22, 1996 through the later of
February 15, 1997 or, if PYA elects to exercise a demand
registration right as described above, the completion of
the sale by PYA of its JP Stock but not later than May 1,
1997. JP will cooperate fully with PYA in any offering
by PYA of its JP Stock, including, but not limited to,
promptly providing the assistance of senior executives of
JP in the preparation of and participation in road shows
to facilitate the offering.
The undersigned PYA Investor holds at least 51%
of the JP Stock held by all PYA Investors.
In connection with the exercise of any demand
registration right by PYA as described above, the Manage-
ment Investors (as defined in the Registration Rights
Agreement) shall not have any right pursuant to Section
3.03 of the Registration Rights Agreement to receive
notice of such demand and notwithstanding such Section
3.03 shall have no right to participate in such registra-
tion unless they have provided PYA and the Company with
written notice of their decision to participate within 10
days of notice of PYA's demand. The undersigned Manage-
ment Investors hold at least 51% of the JP Stock held by
the Management Investors.
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 Registration Rights Agreement with
respect to the JP Offering.
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 will
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 law.
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.
Sincerely,
PYA/MONARCH, INC.
By: /s/ Janet Langford Kelly
Name: Janet Langford Kelly
Title: Vice President and
Secretary
Confirmed and agreed to as of
the date first written above.
JP FOODSERVICE, INC.
By: /s/ Lewis Hay III
Name: Lewis Hay III
Title: Senior Vice President
and Chief Financial Officer
THE MANAGEMENT INVESTORS
/s/ Lewis Hay III
Name: Lewis Hay III
/s/ Mark P. Kaiser
Name: Mark P. Kaiser
/s/ James L. Miller
Name: James L. Miller
/s/ George T. Megas
Name: George T. Megas
ATTACHMENT
JP FOODSERVICE, INC.
LOCK-UP LETTER
November 18, 1994
SMITH BARNEY INC.
GOLDMAN, SACHS & CO.
THE ROBINSON-HUMPHREY COMPANY, INC.
As Representatives of the Several U.S. Underwriters,
and
SMITH BARNEY INC.
GOLDMAN SACHS INTERNATIONAL
THE ROBINSON-HUMPHREY COMPANY, INC.
As Lead Managers of the several Managers
c/o SMITH BARNEY INC.
1345 Avenue of the Americas
New York, NY 10105
Dear Sirs:
The undersigned understands that you and cer-
tain other firms propose to enter into a U.S. Underwrit-
ing Agreement and an International Underwriting Agreement
(the "Underwriting Agreements") providing for the pur-
chase by you and such other firms (the "Underwriters") of
7,825,000 shares (the "Shares") of Common Stock, par
value $0.01 per share (the "Common Stock"), of JP
Foodservice, Inc. (the "Company") and that the Underwrit-
ers propose to reoffer the Shares to the public.
In consideration of the execution of the Under-
writing Agreements by the Underwriters, and for other
good and valuable consideration, the undersigned hereby
irrevocably agrees that without the prior written consent
of Smith Barney Inc., Goldman, Sachs & Co. and The Robin-
son-Humphrey Company, Inc. the undersigned will not sell,
offer to sell, solicit an offer to buy, contract to sell,
grant any option to purchase, or otherwise transfer or
dispose of, any shares of Common Stock, or any securities
convertible into or exercisable or exchangeable for
Common Stock, in the public market for a period of 180
days after the date of the final Prospectus relating to
the offering of the Shares to the public by the Under-
writers, except for sales or other transfers to affili-
ates (which, for the purposes hereof, shall be deemed to
include The Sara Lee Foundation) which agree in writing
to be bound by the terms of this Letter Agreement.
The undersigned agrees that the provisions of
this agreement shall be binding also upon the successors,
assigns, heirs and personal representatives of the under-
signed.
In furtherance of the foregoing, the Company
and The Bank of New York, its Transfer Agent, are hereby
authorized to decline to make any transfer of securities
if such transfer would constitute a violation or breach
of this letter agreement.
It is understood that, if the Underwriting
Agreements do not become effective, or if the Underwrit-
ing Agreements (other than the provisions thereof which
survive termination) shall terminate or be terminated
prior to payment for and delivery of the Shares, you will
release us from our obligations under this letter agreement.
Very truly yours,
PYA/Monarch, Inc.
