UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 7)
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)
September 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
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
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Sara Lee Corporation 36-208-9049
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
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
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
5,138,210
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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)
24.3%
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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. 7 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 and Amendment No. 6 thereto filed on July 18,
1996 (such Schedule 13D as so amended being referred to
herein as the "Schedule 13D"). Unless otherwise indicat-
ed, 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 not being amended.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of Schedule 13D is hereby amended to
read in its entirety as follows:
On September 27, 1996, Sara Lee Foodservice
Holdings, Inc. ("SLFH"), a wholly-owned subsidiary of
Sara Lee Corporation, and The Sara Lee Foundation pro-
vided the Issuer with notice of the exercise of their
demand registration rights for the registration under
the Securities Act of 1933, as amended, of the
5,138,210 shares of the Issuer's Common Stock benefi-
cially owned by Sara Lee Corporation and the 1,000,000
shares of the Issuer's Common Stock beneficially owned by
The Sara Lee Foundation pursuant to an Amended and Re-
stated Registration Rights Agreement, dated 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 agree-
ment, dated July 16, 1996, between PYA and the Issuer.
The notice from SLFH and The Sara Lee Foundation to the
Issuer is attached hereto as Exhibit 10. Although Sara
Lee Corporation has exercised its right to cause the
Issuer to register the sale of all of the shares of
Common Stock of the Issuer beneficially owned by Sara Lee
Corporation and, depending on market conditions and other
factors in existence at the time of any such disposition,
presently intends to dispose of such shares in a regis-
tered public offering thereof or otherwise, there can be
no assurance that a registration statement with respect
to the sale of such shares will be filed and declared
effective by the Commission or that such shares will
ultimately be sold pursuant to such registration state-
ment or otherwise.
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 (i)
to acquire additional securities of the Issuer, (ii) to
increase or decrease its participation in the determina-
tion of the Issuer's management and policies, (iii) to
dispose of some or all of the securities of the Issuer
that Sara Lee Corporation beneficially owns pursuant to a
registered public offering or otherwise or to retain and
continue to hold some or all of the securities of the
Issuer that Sara Lee Corporation beneficially owns or
(iv) to 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 divi-
sions 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.
According to the Registration Statement, as amended, on
Form S-3 filed by the Issuer with the Commission on
August 7, 1996, the Issuer has subsequently issued
5,090,852 shares of Common Stock in connection with
certain transactions, resulting in a total of 21,115,866
shares of Common Stock outstanding. As of the date
hereof, Sara Lee Corporation beneficially owns 5,138,210
(or 24.3%) 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 was previously 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. On September 26, 1996, PYA/Monarch, Inc.
transferred all such shares to PYA Holding, Inc. and the
name of PYA Holding, Inc. was changed to Sara Lee
Foodservice Holdings, Inc.
(c) Except as described in 5(b) above,
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 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 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 SLFH and The
Sara Lee Foundation to the Issuer
_______________________
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: September 27, 1996
SARA LEE CORPORATION
/s/ Mark J. McCarville
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Mark J. McCarville
Senior Vice President -
Corporate Development
Exhibit Index
Exhibit No. Exhibit Page
10 Notice of exercise of demand
registration rights from SLFH
and The Sara Lee Foundation
to the Issuer
Exhibit 10
September 27, 1996
JP Foodservice, Inc.
JPF Holdings, Inc.
9830 Patuxent Woods Drive
Columbia, MD 21046
Attention: James L. Miller
Chairman, CEO and President
Dear Jim:
Sara Lee Foodservice Holdings, Inc. ("SLFH"),
as a Permitted Transferee of PYA/Monarch, Inc. ("PYA"),
and The Sara Lee Foundation ("SLF") hereby give notice to
JP Foodservice, Inc. (the "Company") of the exercise of
their demand registration rights with respect to the
5,138,210 shares of Company Common Stock beneficially
owned by SLFH and the 1,000,000 shares of Company Common
Stock beneficially owned by SLF, pursuant to Section 3.01
of the Amended and Restated Registration Rights Agreement
(the "Agreement"), dated November 22, 1994, by and among
the Company, PYA, and certain other parties thereto, and
that certain Letter Agreement (the "Letter Agreement"),
dated July 16, 1996, between the Company and PYA which
amends the Agreement. In accordance with the terms of
the Agreement and the Letter Agreement, the Company is
required to file a registration statement for registra-
tion of the shares referred to herein as promptly as
reasonably practicable, but in no event more than seven
(7) business days following receipt of this notice.
Capitalized terms not otherwise defined herein are used
as defined in the Agreement. This notice is given in
accordance with Section 3.03 of the Agreement as amended
by the Letter Agreement. SLFH is a Permitted Transferee
of PYA under the Agreement by virtue of the transfer of all
of the shares of Company Common Stock held by PYA to SLFH
on September 26, 1996.
SARA LEE FOODSERVICE HOLDINGS, INC.
By: /s/ Roderick A. Palmore
____________________________
Name: Roderick A. Palmore
Title: Vice President
THE SARA LEE FOUNDATION
By: /s/ John J. Witzig
____________________________
Name: John J. Witzig
Title: Vice President
