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.
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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)
December 3, 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
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Sara Lee Corporation 36-208-9049
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2 CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP* (a) ( )
(b) (X)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) ( )
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
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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
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
-0
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12 CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES* ( )
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13 PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
-0%
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14 TYPE OF REPORTING PERSON*
CO
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* 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.
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
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Daniel Berliant
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Lewis Hay, III
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Mark R. Kaiser
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George T. Megas
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James L. Miller
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Mark Natale
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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
