UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)
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)
February 19, 1996
- - - - - - - - - - - - - - - - - - - - - - - - - - - - -
(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)
32.2%
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. 4 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 and Amendment No. 3 thereto filed on
November 30, 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 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
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. 4 to Schedule 13D relates to the Issuer's rejection
of the Proposal (as defined in Item 4) and the termination of
discussions between Sara Lee Corporation and the Issuer regarding
the Proposal.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of Schedule 13D is hereby amended to
read 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. The event which required the
filing of Amendment No. 3 to Schedule 13D was Sara Lee
Corporation's proposal (the "Proposal") to the Board of
Directors of the Issuer on November 30, 1995 to combine
the businesses of the Issuer and PYA/Monarch, Inc., an
indirect, wholly-owned subsidiary of Sara Lee Corporation
("PYA/Monarch"), in a transaction pursuant to which Sara
Lee Corporation would receive 52,393,108 newly-issued
shares of Common Stock of the Issuer.
On February 19, 1996, the Board of Directors of
the Issuer rejected the Proposal and Sara Lee Corporation
terminated discussions with the Issuer regarding the
Proposal. Sara Lee Corporation's press release
announcing the termination of discussions is attached
hereto as Exhibit 8.
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
condition and prospects; (ii) market, general economic
and other conditions; and (iii) 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 or
increase the number of its representatives, (iii) dispose
of any or all of the securities of the Issuer that Sara
Lee Corporation beneficially 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
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 to
read in its entirety as follows:
(a) According to the Issuer's Form 10-Q
for the quarter ended December 30, 1995, as of February
9, 1996, there were 15,948,980 shares of Common Stock
outstanding. As of the date hereof, Sara Lee Corporation
beneficially owns 5,138,210 (or 32.2%) 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 to
read in its entirety as follows:
Exhibit 1 Pages 13-15, 41, 47, 49-50 and 55
of the Prospectus(1)
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
Issuer1
Exhibit 7 Press Release, dated November 30,
19951
Exhibit 8 Press Release, dated February 20,
1996
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: February 20, 1996
/s/ Janet Langford Kelly
Signature
Janet Langford Kelly, Senior Vice President,
Secretary and General Counsel
APPENDIX I
APPENDIX I is not being amended.
Exhibit Index
Exhibit No. Exhibit
8 Press Release, dated
February 20, 1996
Exhibit 8
CONTACT
Jeffrey Smith
312-558-8727
SARA LEE CORPORATION TERMINATES DISCUSSIONS
WITH JP FOODSERVICE, INC. REGARDING
COMBINING JP FOODSERVICE WITH PYA/MONARCH
CHICAGO (February 20, 1996) -- Sara Lee Corporation today
announced that it has terminated discussions with JP
Foodservice, Inc. regarding the proposed combination of
JP Foodservice and Sara Lee's foodservice distribution
business, PYA/Monarch.
Sara Lee and JP Foodservice announced on November
30, 1995 that they were commencing discussions regarding
a proposal to combine JP Foodservice and PYA/Monarch.
The proposal contemplated a transaction pursuant to which
Sara Lee would receive 52,393,108 newly issued shares of
JP Foodservice common stock in exchange for merging
PYA/Monarch with JP Foodservice.
C. Steven McMillan, executive vice president of Sara
Lee Corporation, stated, "Sara Lee Corporation has
terminated discussions with JP Foodservice because the
Special Committee of JP Foodservice and Sara Lee could
not reach agreement on the terms of the proposed
transaction. We are disappointed that this transaction
could not be completed."
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, Coach, Kiwi, Hillshire Farm, Ball Park,
Jimmy Dean, Douwe Egberts and Sara Lee.
# # #
