UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934*
Doughtie's Foods, Inc.
(Name of Issuer)
Common Stock, $1.00 par value
(Title of Class of Securities)
258715101
(CUSIP Number)
Roger L. Boeve
Performance Food Group Company
6800 Paragon Place, Suite 500
Richmond, Virginia 23230
(804) 285-7340
(Name, Address, and Telephone Number of Person Authorized to Receive Notices
and Communications)
January 11, 1999
(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 statement because of Rule 13d-1(e), (f) or (g), check the
following box [].
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover
page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 (the "Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Persons
Performance Food Group Company; 54-0402940
(2) Check the Appropriate Box if a Member of a Group* (a) []
(b) []
(3) SEC Use Only
(4) Source of Funds*
AF
(5) Check Box if a Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) []
(6) Citizenship or Place of Organization
Tennessee
NUMBER OF SHARES (7) Sole Voting Power
BENEFICIALLY OWNED 110,750
BY EACH REPORTING
PERSON WITH (8) Shared Voting Power
(9) Sole Dispositive Power
110,750
(10) Shared Dispositive Power
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
110,750
(12) Check box if the Aggregate Amount in Row (11) Excludes Certain Shares*
[]
(13) Percent of Class Represented by Amount in Row (11)
7.4%
(14) Type of Reporting Person*
CO
_______________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 1 to Schedule 13D relates to the Common Stock, $1.00 par
value per share (the "Common Stock"), of Doughtie's Foods, Inc., a Virginia
corporation (the "Company"), which has its principal executive offices at
2410 Wesley Street, Portsmouth, Virginia 23707.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule is being filed on behalf of Performance Food
Group Company ("PFG"), a Tennessee corporation engaged in the
foodservice distribution business.
PFG's principal business address is 6800 Paragon Place, Suite
500, Richmond, Virginia 23230. Information with respect to the
executive officers and directors of PFG is incorporated herein by
reference to its Annual Report on Form 10-K for the year ended
December 27, 1997. During the last five years, none of PFG, its
executive officers or directors has been convicted in a criminal
proceeding (excluding traffic violations and similar misdemeanors); and
none of PFG, its executive officers or directors has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The purchase price for the 110,750 shares of Common Stock (the
"Shares") beneficially owned by PFG was funded from PFG's working
capital.
ITEM 4. PURPOSE OF TRANSACTION.
The Shares were acquired by PFG for the purpose of investment.
The Company is a customer of PFG's subsidiary that provides
procurement and merchandising services. PFG has a very high regard
for the Company's management and has held discussions from time to
time with the Company's management regarding the Company, and
anticipates that it will continue to have these discussions with the
Company's management in the future. On January 4, 1999, the Company announced
that it had engaged a financial advisor for the purpose of attempting to
maximize shareholder value and had directed the financial advisor to examine
the Company's options, including the possibility of a sale of the Company.
The financial advisor has contacted PFG, and PFG has had preliminary
discussions with the Company and its financial advisor. PFG may continue to
have discussions with the Company and its financial advisor and expects to
continue to explore from time to time the alternatives described below.
Because PFG initially inadvertently purchased more than five percent of the
outstanding Common Stock, in addition to the information set forth below, PFG
may sell a sufficient number of shares of Common Stock to reduce its holdings
below five percent.
In the ordinary course of its business, PFG from time to time
reviews the performance of its investments and considers possible
strategies for enhancing value. As part of its review of its investment in
the Shares, PFG may explore from time to time in the future a variety of
alternatives, including, without limitation: (a) the acquisition of
additional securities of the Company or the disposition of securities of
the Company; (b) an extraordinary corporation transaction, such as a
merger, reorganization or liquidation, involving the Company or any of
its subsidiaries; (c) a sale or transfer of a material amount of assets of the
Company or any of its subsidiaries; (d) a change in the present Board of
Directors or management of the Company; (e) any material change in the
present capitalization or dividend policy of the Company; (f) any other
material change in the Company's business or corporate structure; (g)
causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted in
an inter-dealer quotation system of a registered national securities
association; (h) causing a class of equity securities of the Company
becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934, as amended; or (i) any
action similar to any of those enumerated above. There is no assurance
that PFG will develop any plans or proposals with respect to any of the
foregoing matters. Any alternatives which PFG may pursue will depend
upon a variety of factors, including, without limitation, current and
anticipated future trading prices for the Shares, the financial condition,
results of operations and prospects of the Company and general
economic, financial market and industry conditions.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) - (b) The following table sets forth information with respect
to the shares of Common Stock beneficially owned by PFG. PFG has sole voting
and investment power with respect to the Shares.
Name Number of Shares Percent of
Outstanding(1)
Performance Food Group Company 110,750 7.4%
____________
(1) Computed on the basis of 1,495,023 shares outstanding as of October
23, 1998, as reported in the Company's Quarterly Report on Form
10-Q for the quarter period ended September 26, 1998.
(c) PFG has not effected any transactions
in the Common Stock in the past 60 days.
(d) No person other than PFG has the right to receive or
power to direct the receipt of dividends from, or the proceeds from the
sale of, the Shares.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS,UNDERSTANDINGS OR RELATION-SHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
There are no contracts, arrangements, understandings or
relationships (legal or otherwise) between PFG and any other person
with respect to any securities of the Company, including but not limited
to transfer or voting of any of such securities, finder's fees, joint
ventures, loan or option arrangements, put or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable.
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.
PERFORMANCE FOOD GROUP COMPANY
By: /s/ Roger L. Boeve
Roger L. Boeve
Executive Vice President and Chief
Financial Officer
Dated: January 11, 1999
