<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 2, 1996
REGISTRATION NO. 333-02175
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
RYKOFF-SEXTON, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
----------------
DELAWARE 5141 95-21346693
(STATE OR OTHER (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
JURISDICTION OF CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
INCORPORATION OR RYKOFF-SEXTON, INC.
ORGANIZATION) 1050 WARRENVILLE ROAD
LISLE, ILLINOIS 60532-5201
(708) 964-1414
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
----------------
RICHARD J. MARTIN
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
RYKOFF-SEXTON, INC.
1050 WARRENVILLE ROAD
LISLE, ILLINOIS 60532-5201
(708) 964-1414
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
JONES, DAY, REAVIS & US FOODSERVICE INC. MORGAN LEWIS & BOCKIUS
POGUE CROSS CREEK POINTE LLP
77 WEST WACKER 1065 HIGHWAY 315, SUITE 101 PARK AVENUE
CHICAGO, ILLINOIS 60601- 101 NEW YORK, NEW YORK 10178
1692 WILKES-BARRE, (212) 309-6000
(312) 782-3939 PENNSYLVANIA 18702-6980 ATTN: PHILIP H. WERNER,
ATTN: GARY T. JOHNSON, (717) 831-7500 ESQ.
ESQ. ATTN: ANN B. CIANFLONE,
ESQ.
----------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement and the
effective time of the merger (the "Merger") of a subsidiary of Rykoff-Sexton,
Inc. and US Foodservice Inc., as described in the Agreement and Plan of
Merger, dated February 2, 1996 (the "Merger Agreement") attached as Appendix A
to the Proxy Statement/Prospectus forming a part of this Registration
Statement.
If the securities being registered on this Form are to be offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. [_]
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
TITLE OF EACH CLASS OF PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER UNIT OFFERING PRICE FEE
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.10
per share.................. 13,964,962(1) N.A. $30,791,000(2) $10,618(3)(4)
- ----------------------------------------------------------------------------------------------------
Warrants to purchase Common
Stock, par value $.10 per
share...................... (5) $10.54 $3,496,761(6) $1,206(3)(4)
- ----------------------------------------------------------------------------------------------------
</TABLE>
- -------------------------------------------------------------------------------
(Footnotes on next page)
----------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
(1) Includes the maximum number of shares of Common Stock to be registered
hereunder that may be issuable pursuant to the Merger as described herein.
Based upon the product of (a) 9,584,737, the number of outstanding shares
of Class A Common Stock, par value $.01 per share, and Class B Common
Stock, par value $.01 per share, of US Foodservice (collectively, the "US
Foodservice Common Stock"), assuming the exercise of all US Foodservice
stock options (whether or not currently exercisable), and (b) 1.457, the
maximum Exchange Ratio (as defined in the Merger Agreement) permitted by
the Merger Agreement. Also includes, pursuant to Rule 416 under the
Securities Act of 1933, as amended (the "Securities Act"), such
indeterminate number of shares of Common Stock as may be issuable upon
exercise of the Warrants.
(2) Estimated solely for the purpose of computing the registration fee
pursuant to Rule 457(f)(2) of the Securities Act. Pursuant to Rule
457(f)(2), $30,791,000 represents the book value of the US Foodservice
Common Stock as of December 31, 1995.
(3) The filing fee was computed by dividing the Proposed Maximum Aggregate
Offering Price by 2900.
(4) In accordance with Section 14(g) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act") and Rule 0-11 promulgated under the
Exchange Act and Rule 457(b) under the Securities Act, the amount of the
registration fee was reduced by $5,791, which is the amount of the fee
paid by Rykoff-Sexton, Inc. on February 22, 1996 in connection with the
filing of preliminary proxy material, Commission File No. 1-08105.
Accordingly, the fee payable upon the filing of this Registration
Statement is $6,033.
(5) Reflects Warrants to purchase an aggregate of 331,761 shares of Common
Stock. Pursuant to Rule 416 under the Securities Act, an indeterminate
number of shares of Common Stock is being registered to cover any
adjustments in the number of shares issuable upon exercise of the
Warrants.
(6) Reflects a Warrant exercise purchase price of $10.54 for 331,761 shares of
Common Stock.
2
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law Provides that a
corporation may indemnify directors and officers as well as other employees
and individuals against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation--a "derivative action"),
or if they acted in good faith in a manner they reasonably believed to be in
or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe their
conduct was unlawful. A similar standard is applicable in the case of
derivative actions, except that indemnification only extends to expenses
(including attorneys' fees) incurred in connection with the defense or
settlement of such action, and the statute requires court approval before
there can be any indemnification where the person seeking indemnification has
been found liable to the corporation. The statute provides that it is not
exclusive of other indemnification that may be granted by a corporation's
charter, by-laws, disinterested director vote, stockholder vote, agreement or
otherwise.
Rykoff-Sexton's Certificate of Incorporation, as amended, requires that
Rykoff-Sexton provide for indemnification of directors, officers, employees
and agents (each an "Indemnified Party") of Rykoff-Sexton to the fullest
extent permitted by Delaware law. Rykoff-Sexton will indemnify any Indemnified
Party who is, or is threatened to be made, party to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in right of such
corporation), by reason of the fact that such person is or was a director or
officer of Rykoff-Sexton or for serving at the request of Rykoff-Sexton as a
director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees), judgment, fines
and amounts paid in settlement actually and reasonably incurred by such person
in connection with such action, suit or proceeding, if such person acted in
good faith and in a manner reasonably believed to be in or not opposed to the
corporation's best interests and, with respect to any criminal proceeding, had
no reasonable cause to believe that his conduct was unlawful. Delaware law
further provides for the indemnification of its directors and officers in an
action by or in the right of the corporation under the same conditions, except
that no indemnification is permitted without judicial approval if the director
or officer is adjudged to be liable to the corporation. Any indemnification
must be authorized based on a determination that the indemnification is proper
as the applicable standard of conduct has been met by the Indemnified Party.
Such determination will be made by a majority vote of a quorum of the Board
consisting of directors not a party to the suit, action, or proceeding, by a
written opinion of independent legal counsel or by the stockholders. Expenses
incurred by an officer or director may be paid by Rykoff-Sexton in advance of
the final disposition of an action, suit or proceeding upon the undertaking of
such person to repay Rykoff-Sexton any amount it is ultimately determined that
he or she is not entitled to receive indemnity.
II-1
<PAGE>
ITEM 21. EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES.
(a) The following exhibits, as required by Item 601 of Regulation S-K, are
filed as part of this Registration Statement:
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<S> <C>
2.1 Agreement and Plan of Merger dated February 2, 1996 among Rykoff-Sexton,
Inc., USF Acquisition Corporation and US Foodservice Inc. (included as
Appendix A to the Prospectus/Proxy Statement that is part of this
Registration Statement)(1)
3.1 Restated Certificate of Incorporation of Rykoff-Sexton, Inc., as amended
(incorporated by reference from Rykoff-Sexton, Inc.'s Report on Form 10-K
for the fiscal year ended May 1, 1993, as amended)
3.2 Certificate of Correction
3.3 Amended and Restated By-Laws of Rykoff-Sexton, Inc.
4.1 Specimen of Certificate representing Rykoff-Sexton, Inc. Common Stock,
$.10 par value
4.2 Indenture, dated as of November l, 1993, between Rykoff-Sexton, Inc. and
Norwest Bank Minnesota, N.A., as trustee (incorporated by reference from
Rykoff-Sexton, Inc.'s Report on Form 10-Q for the quarter ended October
30, 1993)
4.3 Rights Agreement, dated as of December 8, 1986, by Rykoff-Sexton, Inc. and
Bank of America National Trust & Savings Association (incorporated by
reference from Rykoff-Sexton, Inc.'s Report on Form 10-Q for the quarter
ended May 1, 1993, as amended)
4.3.1 Amendment to Rights Agreement, dated as of October 5, 1989, by Rykoff-
Sexton, Inc. and Bank of America National Trust & Savings Association
(incorporated by reference from Rykoff-Sexton, Inc.'s Report on Form 10-Q
for the quarter ended October 30, 1993)
4.3.2 Second Amendment to Rights Agreement, dated as of December 4, 1995, by
Rykoff-Sexton, Inc. and Chemical Trust Company of California
4.3.3 Third Amendment to Rights Agreement, dated as of January 31, 1996, by
Rykoff-Sexton, Inc. and Chemical Bank
4.4 Form of Common Stock Purchase Warrant expiring September 30, 2005
5.1 Legal opinion of Jones, Day, Reavis & Pogue with respect to the securities
registered hereby
8.1 Legal opinion of Jones, Day, Reavis & Pogue with respect to certain tax
matters
10.1 1980 Stock Option Plan (incorporated by reference from Rykoff-Sexton,
Inc.'s Report on Form 10-K for the fiscal year ended May 1, 1993, as
amended)
10.1.1 Form of Incentive Stock Option Agreement
10.2 1988 Stock Option and Compensation Plan, as amended on September 13, 1991
(incorporated by reference from Rykoff-Sexton, Inc.'s Report on Form 10-K
for the fiscal year ended May 1, 1993, as amended)
10.2.1 Form of Restricted Stock Agreement (incorporated by reference from Rykoff-
Sexton, Inc.'s Report on Form 10-K for the fiscal year ended May 1, 1993,
as amended)
10.2.2 Form of Non-Qualified Stock Option Agreement (incorporated by reference
from Rykoff-Sexton, Inc.'s Report on Form 10-K for the fiscal year ended
May l, 1993, as amended)
</TABLE>
- --------
(1) Rykoff-Sexton, Inc. agrees to furnish supplementally a copy of any omitted
schedule or similar attachment to the Commission upon its request.
II-2
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<S> <C>
10.2.3 Form of Converging Non-Qualified Stock Option Agreement (incorporated by
reference from Rykoff-Sexton, Inc.'s Report on Form 10-K for the fiscal
year ended May l, 1993, as amended)
10.2.4 Form of Performance Share Plan Agreement
10.3 Rykoff-Sexton, Inc. 1989 Director Stock Option Plan (incorporated by
reference from Rykoff-Sexton, Inc.'s Report on Form 10-K for the fiscal
year ended April 28, 1990, Commission File No. 0-7380)
10.3.1 Form of Non-Qualified Stock Option Agreement
10.4 Rykoff-Sexton, Inc. 1993 Director Stock Option (incorporated by reference
from Rykoff-Sexton, Inc.'s Report on Form 10-Q for the quarter ended
October 30, 1993)
10.4.1 First Amendment to the Rykoff-Sexton, Inc. 1993 Director Stock Option Plan
10.4.2 Form of Non-Qualified Stock Option Agreement
10.5 1995 Key Employees Stock Option and Compensation Plan
10.6 Rykoff-Sexton, Inc. Convertible Award Plan (Officer and Key Employee
Edition)
10.7 Rykoff-Sexton, Inc. Convertible Award Plan (Director Edition)
10.8 The Management Stock Option Plan of WS Holdings Corporation
10.8.1 Form of Normal Option Agreement
10.8.2 Form of Performance Option Agreement
10.8.3 Form of WS Holdings Option Agreement Amendment Agreement
10.9 US Foodservice Inc. 1992 Stock Option Plan
10.9.1 Form of Normal Option Agreement
10.9.2 Form of Performance Option Agreement
10.10 US Foodservice Inc. 1993 Stock Option Plan
10.10.1 Form of Normal Option Agreement
10.11 Amended and Restated Employment Agreement dated as of February 2, 1996
between Mark Van Stekelenburg and Rykoff-Sexton, Inc.
10.12 Letter Agreement between Harold E. Feather and Rykoff-Sexton, Inc. as of
June 20, 1994 (incorporated by reference from Rykoff-Sexton, Inc.'s
Report on Form 10-K for the fiscal year ended April 30, 1994)
10.13 Letter Agreement dated July 18, 1994 between Harold E. Feather and Rykoff-
Sexton, Inc.
10.14 Letter Agreement dated December 10, 1993 between Rykoff-Sexton, Inc. and
Donald E. Willis, Jr.
10.15 Form of Employment Agreement between Frank H. Bevevino and Rykoff-Sexton,
Inc.
10.16 Form of Employment Agreement between Thomas G. McMullen and Rykoff-Sexton,
Inc.
10.17 Form of Employment Agreement between David F. McAnally and Rykoff-Sexton,
Inc.
10.18 Second Amended and Restated Change in Control Agreement dated as of
February 1, 1996 by Mark Van Stekelenburg and Rykoff-Sexton, Inc.
10.19 Form of Amended and Restated Change in Control Agreement, dated as of
February 2, 1996 for Harold E. Feather, Alan V. Giuliani, Robert J.
Harter, Jr. and Richard J. Martin
10.20 Form of Change in Control Agreements for Victor B. Chavez and Thomas R.
Rykoff (incorporated by reference from Rykoff-Sexton, Inc.'s Report on
10-K for the fiscal year ended April 28, 1990, Commission File No. 0-7380)
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<S> <C>
10.21 Change in Control Agreement, dated December 11, 1989, by Rykoff-Sexton,
Inc. and Chris G. Adams (incorporated by reference from Rykoff-Sexton,
Inc.'s Report on Form 10-K for the fiscal year ended April 28, 1990,
Commission File No. 0-7380)
10.22 Change in Control Agreement, dated June 22, 1992, by Rykoff-Sexton, Inc.
and Andre Mills
10.23 Form of Indemnity Agreement (incorporated by reference from Rykoff-Sexton,
Inc.'s Report on Form 10-K for the fiscal year ended May 1, 1993, as
amended)
10.24 Rykoff-Sexton, Inc. Supplemental Executive Retirement Plan for Mark Van
Stekelenburg as of July 20, 1994, as amended June 19, 1995
10.25 Form of Amended and Restated Supplemental Executive Retirement Plans for
Robert J. Harter, Jr., Harold E. Feather, Richard J. Martin, Alan V.
Giuliani and Donald E. Willis, Jr.
10.26 Form of Severance Agreement dated as of February 2, 1996 for Harold E.
Feather, Alan V. Giuliani, Robert J. Harter, Jr. and Richard Martin
10.27 Deferred Compensation Plan Master Plan Document
10.28 Amendment to Rykoff-Sexton, Inc. Deferred Compensation Plan
10.29 Rykoff-Sexton, Inc. Master Trust Document for Executive Deferral Plans
10.30 Amendment to Rykoff-Sexton, Inc. Master Trust Document
10.31 Junior Demand Promissory Note dated March 31, 1995 by Mark Van
Stekelenburg and Mirjam Van Stekelenburg (incorporated by reference from
Rykoff-Sexton, Inc.'s Report on Form 10-K for the fiscal year ended April
29, 1995)
10.32 Form of Fiduciary Indemnity Agreement (incorporated by reference from
Rykoff-Sexton, Inc.'s Report on Form 10-K for the fiscal year ended May
l, 1993, as amended)
10.33 Participation Agreement, entered into among Rykoff-Sexton, Inc., as Lessee
("Lessee"),
Tone Brothers, Inc., as Sublessee ("Sublessee"), BAS Leasing & Capital
Corporation, as Agent ("Agent"), and BA Leasing & Capital Corporation,
Manufacturers Bank and Pitney Bowes Credit Corporation, as Lessors (the
"Lessors"), dated as of April 29, 1994 (incorporated by reference from
Rykoff-Sexton, Inc.'s Report on Form 10-K for the fiscal year ended April
30, 1994)
10.33.1 Lease Intended as Security, among Lessee, Agent and the Lessors, dated as
of April 29, 1994 (incorporated by reference from Rykoff-Sexton, Inc.'s
Report on Form 10-K for the fiscal year ended April 30, 1994)
10.33.2 Sublease, between Lessee and Sublessee, dated as of April 29, 1994
(incorporated by reference from Rykoff-Sexton, Inc.'s Report on Form 10-K
for the fiscal year ended April 30, 1994)
10.33.3 Lease supplement, among Lessee and the Lessors, dated as of April 29, 1994
(incorporated by reference from Rykoff-Sexton, Inc.'s Report on Form 10-K
for the fiscal year ended April 29, 1995)
10.33.4 Lease supplement, among Lessee and the Lessors, dated as of January 27,
1995 (incorporated by reference from Rykoff-Sexton, Inc.'s Report on Form
10-K for the fiscal year ended April 29, 1995)
10.33.5 Lease supplement, among Lessee and the Lessors, dated as of April 18, 1995
(incorporated by reference from Rykoff-Sexton, Inc.'s Report on Form 10-K
for the fiscal year ended April 29, 1995)
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<S> <C>
10.34 Stock Purchase Agreement dated September 8, 1994 by Rykoff-Sexton, Inc.,
Tone Brothers and Burns Philip Food Inc. (incorporated by reference from
Rykoff-Sexton, Inc.'s Report on Form 8-K dated October 27, 1994)
10.35 USFAR Master Trust Amended and Restated Pooling and Servicing Agreement,
dated October 27, 1994 among USFAR Inc., US Foodservice Inc., the
servicers named therein and Chemical Bank, as Trustee on behalf of the
Certificateholders (the "Pooling and Servicing Agreement")
10.36 Series 1994-1 Supplement to the Amended and Restated Pooling and Servicing
Agreement, dated October 27, 1994 (the "Series 1994-1 Supplement")
10.37 Amended and Restated Receivables Purchase Agreement, dated as of October
27, 1994, among US Foodservice Inc., the subsidiaries of US Foodservice
Inc. named therein, and USFAR Inc. (the "Receivables Purchase Agreement")
10.38 Modification No. 1 as of June 23, 1995 to the Pooling and Servicing
Agreement, Series 1994-1 Supplement and Receivables Purchase Agreement
10.39 Modification No. 2 dated as of June 26, 1995 to the Pooling and Servicing
Agreement, Series 1994-1 Supplement and the Receivables Purchase
Agreement
10.40 Commitment Agreement dated as of August 10, 1992 between BRB Holdings,
Inc. and its subsidiaries and Sara Lee Corporation
10.41 Amendment Number One to BRB Holdings Commitment Agreement dated as of
September 27, 1995 by Sara Lee Corporation and BRB Holdings, Inc. and
guaranteed by US Foodservice Inc.
10.42 Commitment Agreement dated as of August 10, 1992 between WS Holdings
Corporation and its subsidiaries and Sara Lee Corporation
10.43 Amendment Number One to WS Holdings Commitment Agreement dated as of
September 27, 1995 by Sara Lee Corporation and WS Holdings Corporation
and guaranteed by US Foodservice Inc.
10.44 Agreement of Lease, dated February 28, 1996, by Paul-Francis Realty, L.P.
and US Foodservice Inc.
10.45 Agreement dated as of February 2, 1996 by and among Rykoff-Sexton, Inc.
and the persons set forth on the signature pages thereto
10.46 Form of Registration Rights Agreement by Rykoff-Sexton, Inc. and the other
signatories listed on the signature pages thereto
10.47 Form of Standstill Agreement by Rykoff-Sexton, Inc. and the persons set
forth on the signature pages thereto
10.48 Form of Tax Agreement by Rykoff-Sexton, Inc. and the persons listed on the
signature pages thereof
21.1 Subsidiaries of Rykoff-Sexton, Inc. (incorporated by reference from
Rykoff-Sexton, Inc.'s Report on Form 10-K for the fiscal year ended April
29, 1995)
23.1 Consents of Arthur Andersen LLP
23.2 Consents of Jones, Day, Reavis & Pogue (contained in its opinions filed as
Exhibits 5.1 and 8.1)
24.1 Power of Attorney of Rykoff-Sexton, Inc.
24.2 Power of Attorney of Mark Van Stekelenburg
24.3 Power of Attorney of James I. Maslon
24.4 Power of Attorney of James P. Miscoll
24.5 Power of Attorney of Neil I. Sell
24.6 Power of Attorney of Bernard Sweet
24.7 Power of Attorney of Jan W. Jeurgens
24.8 Power of Attorney of Richard J. Martin
99.1 Consent of Frank H. Bevevino
</TABLE>
II-5
<PAGE>
All other exhibits have been omitted since the required information is not
present or not present in amounts sufficient to require submission of the
exhibit, or because the information required is included in the consolidated
financial statements or the notes thereto.
(b) Financial Statement Schedules:
The following Report and Financial Statement Schedules of US Foodservice
Inc. for the years ended December 31, 1994 and December 31, 1995 are included
herein:
1. Report of Independent Public Accountants on Consolidated Financial
Statement Schedules
2. Schedule II--Valuation and Qualifying Accounts
(c) The opinion of Goldman, Sachs & Co. (filed herewith as Appendix B to the
Proxy Statement/Prospectus)
ITEM 22. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) The undersigned Registrant hereby undertakes as follows: that prior to
any public reoffering of the securities registered hereunder through use of a
prospectus that is a part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c),
the issuer undertakes that such offering prospectus will contain the
information called for by the applicable registration form with respect to
reofferings by persons who may be deemed underwriters, in addition to the
information called for by the other items of the applicable form.
(d) The undersigned Registrant undertakes that every prospectus (i) that is
filed pursuant to paragraph (c) immediately preceding, or (ii) that purports
to meet the requirements of Section 10(a)(3) of the Act and is used in
connection with an offering of securities subject to Rule 415, will be filed
as a part of an amendment to the
II-6
<PAGE>
registration statement and will not be used until such amendment is effective,
and that, for purposes of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(e) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
(f) The undersigned Registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statements through
the date of responding to the request.
(g) The undersigned Registrant hereby undertakes to supply by a means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
II-7
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL THE
REQUIREMENTS FOR FILING ON FORM S-4 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON BEHALF OF THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN LISLE, ILLINOIS, ON APRIL 2, 1996.
Rykoff-Sexton, Inc.
/s/ Mark Van Stekelenburg
By: _________________________________
Mark Van Stekelenburg
President, Chairman and Chief
Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Mark Van Stekelenburg President, Chairman and April 2, 1996
____________________________________ Chief Executive Officer of
Mark Van Stekelenburg Rykoff-Sexton, Inc. and
Director (Principal
Executive Officer)
/s/ Richard J. Martin Senior Vice President and April 2, 1996
____________________________________ Chief Financial Officer
Richard J. Martin (Principal Financial
Officer and Principal
Accounting Officer)
* Director April 2, 1996
____________________________________
Neil I. Sell
* Director April 2, 1996
____________________________________
Jan W. Jeurgens
* Director April 2, 1996
____________________________________
James P. Miscoll
* Director April 2, 1996
____________________________________
James I. Maslon
* Director April 2, 1996
____________________________________
Bernard Sweet
</TABLE>
*The undersigned by signing his name hereunto has hereby signed this
Registration Statement on behalf of the above-named officers and directors, on
April 2, 1996, pursuant to a power of attorney executed on behalf of each such
director and officer and filed with the Securities and Exchange Commission.
/s/ Richard J. Martin
By: _________________________________
Richard J. Martin,
Attorney-in-fact
II-8
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our reports
and to all references to our Firm included in or made a part of this
registration statement.
ARTHUR ANDERSEN LLP
Philadelphia, Pennsylvania
April 1, 1996
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated June 9, 1995
incorporated by reference in Rykoff-Sexton, Inc.'s Form 10-K for the year ended
April 29, 1995 and to all references to our Firm included in this registration
statement.
ARTHUR ANDERSEN LLP
Chicago, Illinois
April 1, 1996
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated November 29, 1995
included in Rykoff-Sexton, Inc.'s Form 8-K dated November 1, 1995 and to all
references to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Las Vegas, Nevada
April 1, 1996
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated June 7, 1994
included in Rykoff-Sexton, Inc.'s Form 8-K dated February 21, 1995 and to all
references to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Baltimore, Maryland
April 1, 1996
