UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)
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)
June 27, 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. 5 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 and Amendment No. 4 thereto filed on
February 20, 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 hereby amended to
read in its entirety as follows:
The information contained under the headings
"The Recapitalization" on pages 13 and 14 of the Prospec-
tus 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 Transac-
tions--Acquisition," and "Certain Transactions--Exchange"
on pages 47, 49 and 50 of the Prospectus, is hereby
incorporated by reference.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of Schedule 13D is hereby amended to
read in its entirety as follows:
On November 22, 1994, Sara Lee Corporation
acquired 5,054,748 shares of Common Stock at the closing
of the initial public offering of the Issuer (see Item 3
above). On December 15, 1994, Sara Lee Corporation
acquired an additional 1,083,462 shares of Common Stock.
On September 14, 1995, Sara Lee Corporation contributed
1,000,000 shares of Common Stock of the Issuer benefi-
cially owned by it to the Sara Lee Foundation, an Illi-
nois nonprofit corporation.
On June 27, 1996, C. Steven McMillan, Executive
Vice President of Sara Lee Corporation, N. Robert Utecht,
Vice President of Sara Lee Corporation and Ann E.
Ziegler, Executive Director-Corporate Development of Sara
Lee Corporation notified the Issuer of their resignations
as directors of the Issuer.
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, operations, assets, financial condi-
tion and prospects; (ii) market, general economic and
other conditions; and (iii) other investment opportuni-
ties 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 determina-
tion of the Issuer's management and policies or increase
the number of its representatives on the Board of Direc-
tors of the Issuer, (iii) dispose of any or all of the
securities of the Issuer that Sara Lee Corporation bene-
ficially owns 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 corpo-
rate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsid-
iaries; (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 to
read in its entirety as follows:
(a) According to the Issuer's Form 10-Q
for the quarter ended March 30, 1996, as of May 1, 1996,
there were 16,025,014 shares of Common Stock outstanding.
As of the date hereof, Sara Lee Corporation beneficially
owns 5,138,210 (or 32.1%) 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 corpo-
ration and a wholly-owned subsidiary of Sara Lee Corpora-
tion.
(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 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 entered into an Amended and
Restated Registration Rights Agreements, dated as
of November 22, 1994, pursuant to which the Issuer
granted Sara Lee Corporation certain demand and
piggy-back registration rights. The legislation
Rights Agreement is hereby incorporation by reference.
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, Sara Lee Corpora-
tion and the other stockholders
named therein1
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 2, 1996
/s/ Roderick A. Palmore
Signature
Roderick A. Palmore, Vice President and Deputy
General Counsel
