Merrill Lynch Capital Partners, Inc.
World Financial Center
South Tower
New York, NY 10080
March 5, 1999
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549-1004
Re: U.S. Foodservice
Schedule 13D/A
Commission File No. 005-43415
Ladies and Gentlemen:
We hereby electronically file with the Securities and Exchange
Commission the accompanying Schedule 13D/A on behalf of those entities listed on
Schedule A. The document with the original signature is on file in our office.
Please call the undersigned with any questions at (212) 449-7948.
Very truly yours,
/s/ Frank J. Marinaro
Frank J. Marinaro
cc: New York Stock Exchange, Inc.
20 Broad Street
New York, NY 10005
U.S. Foodservice
9755 Patuxent Woods Way
Columbia, Md 21046
<PAGE>
Schedule A
1. Merrill Lynch & Co., Inc.
2. Merrill Lynch Group, Inc.
3. Merrill Lynch Capital Partners, Inc.
4. ML Employees LBO Managers, Inc.
5. ML Employees LBO Partnership No. I L.P.
6. ML LBO Partners No. IV
7. Merrill Lynch Capital Appreciation Partnership No. XIII, L.P.
8. ML Offshore LBO Partnership No. XIII
9. Merrill Lynch LBO Partners No. B-IV
10. Merrill Lynch Capital Appreciation Partnership No.B-XVIII, L.P.
11. ML Offshore LBO Partnership No. B-XVIII
12. MLCP Associates L.P. No. II
13. MLCP Associates L.P. No. IV
14. ML IBK Positions, Inc.
15. Merrill Lynch MBP Inc.
16. Merchant Banking L.P. No. II
17. KECALP Inc.
18. Merrill Lynch KECALP L.P. 1987
19. Merrill Lynch KECALP L.P. 1991
20. Merrill Lynch KECALP L.P. 1994
<PAGE>
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: U.S. FOODSERVICE
CENTRAL INDEX KEY: 0000928395
STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES &
GENERAL LINE [5141]
IRS NUMBER: 521634568
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0627
FILING VALUES:
FORM TYPE: SC 13D/A
SEC ACT:
SEC FILE NUMBER: 005-43415
FILM NUMBER: 98500181
BUSINESS ADDRESS:
STREET 1: 9755 PATUXENT WOODS WY
CITY: COLUMBIA
STATE: MD
ZIP: 21046
BUSINESS PHONE: 4103127100
MAIL ADDRESS:
STREET 1: 9755 PATUXENT WOODS WAY
CITY: COLUMBIA
STATE: MD
ZIP: 21046
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: MERRILL LYNCH & CO., INC.
CENTRAL INDEX KEY: 0000065100
STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS
& FLOTATION COMPANIES [6211]
IRS NUMBER: 132740599
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1228
FILING VALUES:
FORM TYPE: SC 13D/A
BUSINESS ADDRESS:
STREET 1: 250 VESEY ST
STREET 2: WORLD FINANCIAL CTR N TOWER
CITY: NEW YORK
STATE: NY
ZIP: 10281-1334
BUSINESS PHONE: 2124491000
MAIL ADDRESS:
STREET 1: 250 VESEY ST
STREET 2: WORLD FINANCIAL CTR N TOWER
CITY: NEW YORK
STATE: NY
ZIP: 10281-1334
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No.1)
U.S. Foodservice
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
90331R101
(CUSIP Number)
c/o Merrill Lynch Capital Partners, Inc.
225 Liberty Street
New York, New York 10080-6123
Attention: James V. Caruso
Telephone: (212) 236-7753
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications)
Copy to:
Frank J. Marinaro, Esq.
Merrill Lynch & Co., Inc.
World Financial Center
North Tower
New York, New York 10281-1312
Telephone: (212) 449-7948
March 5, 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
schedule because of Rule 13d-1(b)(3) or (4), check the following box [__].
<PAGE>
CUSIP No. 90331R101
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
MERRILL LYNCH & CO., INC.
(2) Check the Appropriate Box if a Member of Group (See Instructions)
[__] (a)
[__] (b)
(3) SEC Use Only
(4) Sources of Funds (See Instructions) OO
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e).
(6) Citizenship or Place of Organization Delaware
Number of (7) Sole Voting Power -0-
Shares
Beneficially (8) Shared Voting Power 7,808,898
Owned by
Each (9) Sole Dispositive Power -0-
Reporting
Person (10) Shared Dispositive Power 7,808,898
With
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 7,808,898
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
(13) Percent of Class Represented by Amount in Row (11) 16.2%
(14) Type of Reporting Person (See Instructions) HC, CO
<PAGE>
CUSIP No. 90331R101
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
MERRILL LYNCH GROUP, INC.
(2) Check the Appropriate Box if a Member of Group (See Instructions)
[__] (a)
[__] (b)
(3) SEC Use Only
(4) Sources of Funds (See Instructions) OO
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e).
(6) Citizenship or Place of Organization Delaware
Number of (7) Sole Voting Power -0-
Shares
Beneficially (8) Shared Voting Power 7,808,898
Owned by
Each (9) Sole Dispositive Power -0-
Reporting
Person (10) Shared Dispositive Power 7,808,898
With
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 7,808,898
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
(13) Percent of Class Represented by Amount in Row (11) 16.2%
(14) Type of Reporting Person (See Instructions) HC, CO
<PAGE>
CUSIP No. 90331R101
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
MERRILL LYNCH MBP INC.
(2) Check the Appropriate Box if a Member of Group (See Instructions)
[__] (a)
[__] (b)
(3) SEC Use Only
(4) Sources of Funds (See Instructions) OO
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e).
(6) Citizenship or Place of Organization Delaware
Number of (7) Sole Voting Power -0-
Shares
Beneficially (8) Shared Voting Power 7,808,898
Owned by
Each (9) Sole Dispositive Power -0-
Reporting
Person (10) Shared Dispositive Power 7,808,898
With
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 7,808,898
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
(13) Percent of Class Represented by Amount in Row (11) 16.2%
(14) Type of Reporting Person (See Instructions) CO
<PAGE>
CUSIP No. 90331R101
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
MERCHANT BANKING L.P. NO. II
(2) Check the Appropriate Box if a Member of Group (See Instructions)
[__] (a)
[__] (b)
(3) SEC Use Only
(4) Sources of Funds (See Instructions) OO
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e).
(6) Citizenship or Place of Organization Delaware
Number of (7) Sole Voting Power -0-
Shares
Beneficially (8) Shared Voting Power 7,808,898
Owned by
Each (9) Sole Dispositive Power -0-
Reporting
Person (10) Shared Dispositive Power 7,808,898
With
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 7,808,898
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
(13) Percent of Class Represented by Amount in Row (11) 16.2%
(14) Type of Reporting Person (See Instructions) PN
<PAGE>
CUSIP No. 90331R101
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
MERRILL LYNCH CAPITAL PARTNERS, INC.
(2) Check the Appropriate Box if a Member of Group (See Instructions)
[__] (a)
[__] (b)
(3) SEC Use Only
(4) Sources of Funds (See Instructions) OO
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e).
(6) Citizenship or Place of Organization Delaware
Number of (7) Sole Voting Power -0-
Shares
Beneficially (8) Shared Voting Power 7,808,898
Owned by
Each (9) Sole Dispositive Power -0-
Reporting
Person (10) Shared Dispositive Power 7,808,898
With
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 7,808,898
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
(13) Percent of Class Represented by Amount in Row (11) 16.2%
(14) Type of Reporting Person (See Instructions) CO
<PAGE>
CUSIP No. 90331R101
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
ML EMPLOYEES LBO MANAGERS, INC.
(2) Check the Appropriate Box if a Member of Group (See Instructions)
[__] (a)
[__] (b)
(3) SEC Use Only
(4) Sources of Funds (See Instructions) OO
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e).
(6) Citizenship or Place of Organization Delaware
Number of (7) Sole Voting Power -0-
Shares
Beneficially (8) Shared Voting Power 7,808,898
Owned by
Each (9) Sole Dispositive Power -0-
Reporting
Person (10) Shared Dispositive Power 7,808,898
With
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 7,808,898
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
(13) Percent of Class Represented by Amount in Row (11) 16.2%
(14) Type of Reporting Person (See Instructions) CO
<PAGE>
CUSIP No. 90331R101
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
ML EMPLOYEES LBO PARTNERSHIP NO. I, L.P.
(2) Check the Appropriate Box if a Member of Group (See Instructions)
[__] (a)
[__] (b)
(3) SEC Use Only
(4) Sources of Funds (See Instructions) OO
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e).
(6) Citizenship or Place of Organization Delaware
Number of (7) Sole Voting Power -0-
Shares
Beneficially (8) Shared Voting Power 7,808,898
Owned by
Each (9) Sole Dispositive Power -0-
Reporting
Person (10) Shared Dispositive Power 7,808,898
With
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 7,808,898
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
(13) Percent of Class Represented by Amount in Row (11) 16.2%
(14) Type of Reporting Person (See Instructions) PN
<PAGE>
CUSIP No. 90331R101
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
MERRILL LYNCH LBO PARTNERS NO. IV, L.P.
(2) Check the Appropriate Box if a Member of Group (See Instructions)
[__] (a)
[__] (b)
(3) SEC Use Only
(4) Sources of Funds (See Instructions) OO
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e).
(6) Citizenship or Place of Organization Delaware
Number of (7) Sole Voting Power -0-
Shares
Beneficially (8) Shared Voting Power 7,808,898
Owned by
Each (9) Sole Dispositive Power -0-
Reporting
Person (10) Shared Dispositive Power 7,808,898
With
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 7,808,898
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
(13) Percent of Class Represented by Amount in Row (11) 16.2%
(14) Type of Reporting Person (See Instructions) PN
<PAGE>
CUSIP No. 90331R101
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
MERRILL LYNCH CAPITAL APPRECIATION PARTNERSHIP NO. XIII, L.P.
(2) Check the Appropriate Box if a Member of Group (See Instructions)
[__] (a)
[__] (b)
(3) SEC Use Only
(4) Sources of Funds (See Instructions) OO
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e).
(6) Citizenship or Place of Organization Delaware
Number of (7) Sole Voting Power -0-
Shares
Beneficially (8) Shared Voting Power 7,808,898
Owned by
Each (9) Sole Dispositive Power -0-
Reporting
Person (10) Shared Dispositive Power 7,808,898
With
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 7,808,898
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
(13) Percent of Class Represented by Amount in Row (11) 16.2%
(14) Type of Reporting Person (See Instructions) PN
<PAGE>
CUSIP No. 90331R101
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
ML OFFSHORE LBO PARTNERSHIP NO. XIII
(2) Check the Appropriate Box if a Member of Group (See Instructions)
[__] (a)
[__] (b)
(3) SEC Use Only
(4) Sources of Funds (See Instructions) OO
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e).
(6) Citizenship or Place of Organization Delaware
Number of (7) Sole Voting Power -0-
Shares
Beneficially (8) Shared Voting Power 7,808,898
Owned by
Each (9) Sole Dispositive Power -0-
Reporting
Person (10) Shared Dispositive Power 7,808,898
With
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 7,808,898
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
(13) Percent of Class Represented by Amount in Row (11) 16.2%
(14) Type of Reporting Person (See Instructions) PN
<PAGE>
CUSIP No. 90331R101
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
MERRILL LYNCH LBO PARTNERS NO. B-IV, L.P.
(2) Check the Appropriate Box if a Member of Group (See Instructions)
[__] (a)
[__] (b)
(3) SEC Use Only
(4) Sources of Funds (See Instructions) OO
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e).
(6) Citizenship or Place of Organization Delaware
Number of (7) Sole Voting Power -0-
Shares
Beneficially (8) Shared Voting Power 7,808,898
Owned by
Each (9) Sole Dispositive Power -0-
Reporting
Person (10) Shared Dispositive Power 7,808,898
With
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 7,808,898
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
(13) Percent of Class Represented by Amount in Row (11) 16.2%
(14) Type of Reporting Person (See Instructions) PN
<PAGE>
CUSIP No. 90331R101
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
MERRILL LYNCH CAPITAL APPRECIATION
PARTNERSHIP NO. B-XVIII, L.P.
(2) Check the Appropriate Box if a Member of Group (See Instructions)
[__] (a)
[__] (b)
(3) SEC Use Only
(4) Sources of Funds (See Instructions) OO
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e).
(6) Citizenship or Place of Organization Delaware
Number of (7) Sole Voting Power -0-
Shares
Beneficially (8) Shared Voting Power 7,808,898
Owned by
Each (9) Sole Dispositive Power -0-
Reporting
Person (10) Shared Dispositive Power 7,808,898
With
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 7,808,898
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
(13) Percent of Class Represented by Amount in Row (11) 16.2%
(14) Type of Reporting Person (See Instructions) PN
<PAGE>
CUSIP No. 90331R101
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
ML OFFSHORE LBO PARTNERSHIP NO. B-XVIII
(2) Check the Appropriate Box if a Member of Group (See Instructions)
[__] (a)
[__] (b)
(3) SEC Use Only
(4) Sources of Funds (See Instructions) OO
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e).
(6) Citizenship or Place of Organization Delaware
Number of (7) Sole Voting Power -0-
Shares
Beneficially (8) Shared Voting Power 7,808,898
Owned by
Each (9) Sole Dispositive Power -0-
Reporting
Person (10) Shared Dispositive Power 7,808,898
With
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 7,808,898
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
(13) Percent of Class Represented by Amount in Row (11) 16.2%
(14) Type of Reporting Person (See Instructions) PN
<PAGE>
CUSIP No. 90331R101
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
MLCP ASSOCIATES L.P. NO. II
(2) Check the Appropriate Box if a Member of Group (See Instructions)
[__] (a)
[__] (b)
(3) SEC Use Only
(4) Sources of Funds (See Instructions) OO
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e).
(6) Citizenship or Place of Organization Delaware
Number of (7) Sole Voting Power -0-
Shares
Beneficially (8) Shared Voting Power 7,808,898
Owned by
Each (9) Sole Dispositive Power -0-
Reporting
Person (10) Shared Dispositive Power 7,808,898
With
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 7,808,898
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
(13) Percent of Class Represented by Amount in Row (11) 16.2%
(14) Type of Reporting Person (See Instructions) PN
<PAGE>
CUSIP No. 90331R101
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
MLCP ASSOCIATES L.P. NO. IV
(2) Check the Appropriate Box if a Member of Group (See Instructions)
[__] (a)
[__] (b)
(3) SEC Use Only
(4) Sources of Funds (See Instructions) OO
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e).
(6) Citizenship or Place of Organization Delaware
Number of (7) Sole Voting Power -0-
Shares
Beneficially (8) Shared Voting Power 7,808,898
Owned by
Each (9) Sole Dispositive Power -0-
Reporting
Person (10) Shared Dispositive Power 7,808,898
With
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 7,808,898
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
(13) Percent of Class Represented by Amount in Row (11) 16.2%
(14) Type of Reporting Person (See Instructions) PN
<PAGE>
CUSIP No. 90331R101
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
ML IBK POSITIONS, INC.
(2) Check the Appropriate Box if a Member of Group (See Instructions)
[__] (a)
[__] (b)
(3) SEC Use Only
(4) Sources of Funds (See Instructions) OO
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e).
(6) Citizenship or Place of Organization Delaware
Number of (7) Sole Voting Power -0-
Shares
Beneficially (8) Shared Voting Power 7,808,898
Owned by
Each (9) Sole Dispositive Power -0-
Reporting
Person (10) Shared Dispositive Power 7,808,898
With
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 7,808,898
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
(13) Percent of Class Represented by Amount in Row (11) 16.2%
(14) Type of Reporting Person (See Instructions) CO
<PAGE>
CUSIP No. 90331R101
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
KECALP INC.
(2) Check the Appropriate Box if a Member of Group (See Instructions)
[__] (a)
[__] (b)
(3) SEC Use Only
(4) Sources of Funds (See Instructions) OO
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e).
(6) Citizenship or Place of Organization Delaware
Number of (7) Sole Voting Power -0-
Shares
Beneficially (8) Shared Voting Power 7,808,898
Owned by
Each (9) Sole Dispositive Power -0-
Reporting
Person (10) Shared Dispositive Power 7,808,898
With
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 7,808,898
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
(13) Percent of Class Represented by Amount in Row (11) 16.2%
(14) Type of Reporting Person (See Instructions) CO
<PAGE>
CUSIP No. 90331R101
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
MERRILL LYNCH KECALP L.P. 1987
(2) Check the Appropriate Box if a Member of Group (See Instructions)
[__] (a)
[__] (b)
(3) SEC Use Only
(4) Sources of Funds (See Instructions) OO
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e).
(6) Citizenship or Place of Organization Delaware
Number of (7) Sole Voting Power -0-
Shares
Beneficially (8) Shared Voting Power 7,808,898
Owned by
Each (9) Sole Dispositive Power -0-
Reporting
Person (10) Shared Dispositive Power 7,808,898
With
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 7,808,898
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
(13) Percent of Class Represented by Amount in Row (11) 16.2%
(14) Type of Reporting Person (See Instructions) PN
<PAGE>
CUSIP No. 90331R101
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
MERRILL LYNCH KECALP L.P. 1991
(2) Check the Appropriate Box if a Member of Group (See Instructions)
[__] (a)
[__] (b)
(3) SEC Use Only
(4) Sources of Funds (See Instructions) OO
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e).
(6) Citizenship or Place of Organization Delaware
Number of (7) Sole Voting Power -0-
Shares
Beneficially (8) Shared Voting Power 7,808,898
Owned by
Each (9) Sole Dispositive Power -0-
Reporting
Person (10) Shared Dispositive Power 7,808,898
With
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 7,808,898
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
(13) Percent of Class Represented by Amount in Row (11) 16.2%
(14) Type of Reporting Person (See Instructions) PN
<PAGE>
CUSIP No. 90331R101
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
MERRILL LYNCH KECALP L.P. 1994
(2) Check the Appropriate Box if a Member of Group (See Instructions)
[__] (a)
[__] (b)
(3) SEC Use Only
(4) Sources of Funds (See Instructions) OO
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e).
(6) Citizenship or Place of Organization Delaware
Number of (7) Sole Voting Power -0-
Shares
Beneficially (8) Shared Voting Power 7,808,898
Owned by
Each (9) Sole Dispositive Power -0-
Reporting
Person (10) Shared Dispositive Power 7,808,898
With
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 7,808,898
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
(13) Percent of Class Represented by Amount in Row (11) 16.2%
(14) Type of Reporting Person (See Instructions) PN
<PAGE>
This Amendment No. 1 amends the Statement on Schedule 13D initially filed
with the Securities and Exchange Commission on January 2, 1998 (the "Original
Filing") with respect to the common stock, par value $.01 per share of JP
Foodservice, Inc. (subsequently renamed U.S. Foodservice) by (a) Merchant
Banking L.P. No. II, (b) ML Employees LBO Partnership No. I, L.P., (c) Merrill
Lynch Capital Appreciation Partnership No. XIII, L.P., (d) ML Offshore LBO
Partnership No. XIII, (e) Merrill Lynch Capital Appreciation Partnership No.
B-XVIII, L.P., (f) ML Offshore LBO Partnership No. B-XVIII, (g) MLCP Associates
L.P. No. II, (h) MLCP Associates L.P. No. IV, (i) ML IBK Positions, Inc., (j)
Merrill Lynch KECALP L.P. 1987, (k) Merrill Lynch KECALP L.P. 1991, (l) Merrill
Lynch KECALP L.P. 1994 (collectively, the "ML Investors"), (m) Merrill Lynch &
Co., Inc., (n) Merrill Lynch Group, Inc., (o) Merrill Lynch MBP Inc., (p)
Merrill Lynch Capital Partners, Inc., (q) ML Employees LBO Managers, Inc., (r)
Merrill Lynch LBO Partners No. IV, (s) Merrill Lynch LBO Partners No. B-IV and
(t) KECALP, Inc. (collectively with the ML Investors, the "Filing ML Entities")
(as so amended, the Schedule 13D"). Unless otherwise defined herein all
capitalized terms shall have the meanings ascribed to them in the Original
Filing.
Item 1. Security and Issuer.
Item 1 is hereby amended in its entirety as restated below:
The class of equity securities to which this Statement on Schedule 13D
relates is the common stock, par value $.01 per share (the "Issuer Common
Stock"), of U.S. Foodservice, a Delaware corporation (formerly, JP Foodservice,
Inc.) (the "Issuer"). The address of the Issuer's principal executive offices is
9755 Patuxent Woods Drive, Columbia, Maryland 21046.
Item 4. Purpose of Transaction.
Item 4 is hereby amended by deleting the final paragraph thereof in its
entirety and replacing it with the following:
Except as set forth below, none of the Filing ML Entities has formulated
any plans or proposals that relate to or would result in any of the actions
specified in clauses (a) through (j) of Schedule 13D.
On March 5, 1999, the Issuer filed a registration statement on Form S-3
(No. 333-73447) (the "Registration Statement") in connection with its
obligations under the Registration Rights Agreement. In accordance with the
Registration Statement, the ML Investors may sell up to 7,808,898 shares of
Issuer Common Stock to the public pursuant to an underwritten public offering
(the "Offering"). If the Offering is executed as currently contemplated, the
Filing ML Entities would cease to be beneficial owners of more than 5% of the
outstanding shares of the Issuer Common Stock. Upon consummation of the
Offering, the ML Investors intend to request that Messrs. Bowman and Fitzgibbons
(two individuals listed on Appendix B to the Original Filing) resign from their
positions on the board of directors of the Issuer. The ML Investors appointed
Messrs. Bowman and Fitzgibbons to the board of directors of the Issuer upon
consummation of the Merger.
The sale by the ML Investors of the Issuer Common Stock pursuant to the
Offering is subject to various factors, including general economic and industry
conditions and the securities markets in general, particularly those with
respect to the Issuer Common Stock. The ML Investors will take such actions in
the future with respect to the Offering as the ML Investors may deem appropriate
in light of the circumstances then existing.
<PAGE>
Signature Page
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After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this Statement is true, complete and
correct.
March 5, 1999 MERRILL LYNCH CAPITAL PARTNERS, INC.
By: /s/ James V. Caruso
Name: James V. Caruso
Title: Vice President
