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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1 TO
FORM 10-K
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/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JUNE 28, 1997
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from
--------- to
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Commission file number 0-8105
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RYKOFF-SEXTON, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 95-2134693
(State or other jurisdiction (I.R.S. Employer
of Identification
incorporation or organization) No.)
613 BALTIMORE DRIVE 18702
EAST MOUNTAIN CORPORATE CENTER (Zip Code)
WILKES-BARRE, PENNSYLVANIA
(Address of principal
executive offices)
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REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (717) 831-7500
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
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TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
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Common Stock New York Stock Exchange
Preferred Stock
Purchase Rights New York Stock Exchange
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SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/ No / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. / /
The aggregate market value of the voting stock of the registrant held by
non-affiliates of the registrant, based on the closing price of such stock on
the New York Stock Exchange on August 29, 1997 was $432,628,273. At August 31,
1997, 28,249,077 shares of the registrant's common stock were outstanding.
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NOTE FIFTEEN -- SUPPLEMENTAL FINANCIAL INFORMATION
The following represents summarized combined financial information of the
guarantor subsidiaries of the 8-7/8% Notes (see Note Five).
AS OF
FISCAL 1997 JUNE 28, 1997
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(in thousands) (in thousands)
Net sales $2,669,878 Current assets $208,276
Cost of sales 2,163,408 Noncurrent assets 610,936
Net income 3,218 Current liabilities 274,625
Noncurrent liabilities 495,467
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
Date: December 12, 1997 RYKOFF-SEXTON, INC.
/S/ MARK VAN
STEKELENBURG
--------------------------
Mark Van Stekelenburg
Chairman and Chief
Executive Officer
(Principal Executive
Officer)
/s/ RICHARD J. MARTIN
--------------------------
Richard J. Martin
Executive Vice President
and Chief
Financial Officer
(Principal Financial
Officer)
/s/ CHRISTOPHER MELLON
--------------------------
Christopher Mellon
Vice President and
Controller
(Principal Accounting
Officer)
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EXHIBIT INDEX
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2.1.1 Agreement and Plan of Merger, dated as of June 30, 1997, by and
among JP Foodservice, Inc., Hudson Acquisition Corp. and
Rykoff-Sexton, Inc. (incorporated by reference from Rykoff-Sexton,
Inc.'s Current Report on Form 8-K dated June 30, 1997 (the "June
1997 8-K"))
2.1.2 Amendment No. 1 to Agreement and Plan of Merger, dated as of
September 3, 1997, by and among Rykoff-Sexton, Inc., JP
Foodservice, Inc. and Hudson Acquisition Corp. (incorporated by
reference from Rykoff-Sexton's Current Report on Form 8-K dated
September 3, 1997) (the "September 1997 8-K")
2.1.3 Stock Option Agreement, dated as of June 30, 1997, between JP
Foodservice, Inc. and Rykoff-Sexton, Inc. (incorporated by
reference from the June 1997 8-K)
2.1.4 Stock Option Agreement, dated as of June 30, 1997, between Rykoff-
Sexton, Inc. and JP Foodservice, Inc. (incorporated by reference
from the June 1997 8-K)
2.1.5 Amended and Restated Support Agreement, dated as of June 30, 1997,
by and between JP Foodservice, Inc., on the one hand, and those
stockholders of Rykoff-Sexton, Inc. set forth on the signature
pages thereto, and acknowledged by Rykoff-Sexton, Inc.
(incorporated by reference from the September 1997 8-K)
3.1 Restated Certificate of Incorporation of Rykoff-Sexton, Inc.
3.2 Amended and Restated By-Laws of Rykoff-Sexton, Inc. (incorporated
by reference from Rykoff-Sexton, Inc.'s Registration Statement on
Form S-4 (the "S-4"), as filed with the Commission on April 2,
1996, Registration No. 333-02715)
4.1 Specimen of Certificate representing Rykoff-Sexton, Inc. Common
Stock, $.10 par value (incorporated by reference from the Form S-4)
4.2 Indenture, dated as of November 1, 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)
4.3.1 Amended and Restated Rights Agreement, dated as of May 15, 1996, by
Rykoff-Sexton, Inc. and Chemical Bank (incorporated by reference
from Rykoff-Sexton's Report on Form 10-K for the fiscal year ended
April 27, 1996 (the "1996 10-K"))
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4.3.2 Amendment to Rights Agreement, dated as of June 30, 1997, by
Rykoff-Sexton, Inc. and Chase Mellon Shareholder Services, L.L.C.
as successor in interest to Chemical Bank (incorporated by
reference from the June 1997 8-K)
4.4 Form of Common Stock Purchase Warrant expiring September 30, 2005
(incorporated by reference from the S-4)
4.5 Credit Agreement dated as of May 17, 1996 among Rykoff-Sexton,
Inc., Bank of America National Trust and Savings Association, as
Administrative Agent, The Chase Manhattan Bank, N.A., as
Documentation Agent, BA Securities, Inc., as Co-Arranger, Chase
Securities, Inc., as Co-Arranger and the Other Financial
Institutions Party Thereto (incorporated by reference from Rykoff-
Sexton, Inc.'s Report on Form 8-K dated May 16, 1996)
10.1.1 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 (the "1993 10-K"))*
10.1.2 Form of Incentive Stock Option Agreement (incorporated by reference
from the S-4)*
10.2.1 1988 Stock Option and Compensation Plan, as amended on September
13, 1991 (incorporated by reference from the 1993 10-K)*
10.2.2 Form of Restricted Stock Agreement (incorporated by reference from
the 1993 10-K)*
10.2.3 Form of Non-Qualified Stock Option Agreement (incorporated by
reference from the 1993 10-K)*
10.2.4 Form of Converging Non-Qualified Stock Option Agreement
(incorporated by reference from the 1993 10-K)*
10.2.5 Form of Performance Share Plan Agreement (incorporated by reference
from the S-4)*
10.2.6 Form of Performance Share Award Agreement (incorporated by
reference from the 1996 10-K)*
10.3.1 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 (the
"1990 10-K"))*
10.3.2 Form of Non-Qualified Stock Option Agreement (incorporated by
reference from the S-4)*
10.4.1 Rykoff-Sexton, Inc. 1993 Director Stock Option Plan (incorporated
by reference from Rykoff-Sexton, Inc.'s Report on Form 10-Q for the
quarter ended October 30, 1993)*
10.4.2 First Amendment to the Rykoff-Sexton, Inc. 1993 Director Stock
Option Plan (incorporated by reference from the S-4)*
10.4.3 Form of Non-Qualified Stock Option Agreement (incorporated by
reference from the S-4)*
10.5 1995 Key Employees Stock Option and Compensation Plan (incorporated
by reference from the S-4)*
10.6 Rykoff-Sexton, Inc. Convertible Award Plan (Officer and Key
Employee Edition) (incorporated by reference from the S-4)*
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10.7 Rykoff-Sexton, Inc. Convertible Award Plan (Director Edition)
(incorporated by reference from the S-4)*
10.8.1 Amended and Restated Management Stock Option Plan of WS Holdings
Corporation (incorporated by reference from Rykoff-Sexton, Inc.'s
Registration Statement on Form S-8 dated May 17, 1996, as amended
(the "S-8"))*
10.8.2 Forms of Normal Option Agreement (Management Stock Option Plan)
(incorporated by reference from the 1996 10-K)*
10.8.3 Forms of Performance Option Agreement (incorporated by reference
from the 1996 10-K)*
10.9.1 Amended and Restated US Foodservice Inc. 1992 Stock Option Plan
(incorporated by reference from the S-8)*
10.9.2 Forms of Normal Option Agreement (US Foodservice 1992 Stock Option
Plan) (incorporated by reference from the 1996 10-K)*
10.9.3 Forms of Performance Option Agreement (US Foodservice Inc. 1992
Stock Option Plan) (incorporated by reference from the 1996 10-K)*
10.10.1 Amended and Restated US Foodservice Inc. 1993 Stock Option Plan
(incorporated by reference from the S-8)*
10.10.2 Forms of Normal Option Agreement (US Foodservice Inc. 1993 Stock
Option Plan) (incorporated by reference from the 1996 10-K)*
10.11.1 Amended and Restated Employment Agreement, dated as of February 2,
1996, between Mark Van Stekelenburg and Rykoff-Sexton, Inc.
(incorporated by reference from the S-4)*
10.11.2 Letter Amendment to Employment Agreement, dated June 9, 1997,
between Mark Van Stekelenburg and Rykoff-Sexton, Inc.
10.12 Letter Agreement between Harold E. Feather and Rykoff-Sexton, Inc.
dated 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. (incorporated by reference from the S-4)*
10.14 Employment Agreement dated May 17, 1996, between David F. McAnally
and Rykoff-Sexton, Inc. (incorporated by reference from the 1996
10-K)*
10.15 Third Amended and Restated Change in Control Agreement, dated as of
June 9, 1997, by Mark Van Stekelenburg and Rykoff-Sexton, Inc.
10.16 Form of Second Amended and Restated Change in Control Agreement,
dated as of June 10, 1997, for Harold E. Feather, Alan V. Giuliani,
Robert J. Harter, Jr. and Richard J. Martin*
10.17 Form of Change in Control Agreement, dated as of June 10, 1997, by
David McAnally and Rykoff-Sexton, Inc.*
10.18 Form of Change in Control Agreements for Victor B. Chavez and
Thomas R. Rykoff (incorporated by reference from the 1990 10-K)*
10.19 Change in Control Agreement, dated December 11, 1989, by Chris G.
Adams and Rykoff-Sexton, Inc. (incorporated by reference from the
1990 10-K)*
10.20 Change in Control Agreement, dated June 22, 1992, by Rykoff-Sexton,
Inc. and Andre Mills (incorporated by reference from the S-4)*
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10.21 Release and Settlement Agreement, dated July 18, 1997, between
Rykoff- Sexton, Inc., and Frank H. Bevevino
10.22 Release and Settlement Agreement, dated July 18, 1997, between
Rykoff-Sexton, Inc. and Thomas G. McMullen
10.23 Form of Fiduciary Indemnity Agreement (incorporated by reference
from the 1993 10-K)
10.24 Rykoff-Sexton, Inc. Supplemental Executive Retirement Plan for Mark
Van Stekelenburg as of July 20, 1994, as amended June 19, 1995
(incorporated by reference from the S-4)*
10.25.1 Form of Amended and Restated Supplemental Executive Retirement Plan
for Robert J. Harter, Jr., Harold E. Feather, Richard J. Martin and
Alan V. Giuliani (incorporated by reference from the S-4)*
10.25.2 Form of Amendment to Supplemental Executive Retirement Plan for
Robert J. Harter, Jr., Harold E. Feather, Richard J. Martin and
Alan V. Giuliani.*
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 J.
Martin (incorporated by reference from the S-4)*
10.27.1 Deferred Compensation Plan Master Plan Document (incorporated by
reference from the S-4)*
10.27.2 Amendment to Rykoff-Sexton, Inc. Deferred Compensation Plan
(incorporated by reference from the S-4)*
10.27.3 Second Amendment to Rykoff-Sexton, Inc. Deferred Compensation Plan
10.28.1 Rykoff-Sexton, Inc. Master Trust Document for Executive Deferral
Plans (incorporated by reference from the S-4)
10.28.2 Amendment to Rykoff-Sexton, Inc. Master Trust Document
(incorporated by reference from the S-4)
10.28.3 Second Amendment to Rykoff-Sexton, Inc. Master Trust Document
10.29 Junior Demand Promissory Note dated March 31, 1995 by Mark Van
Stekelenburg and Mirjam Van Stekelenburg (incorporated by reference
from the 1995 10-K)
10.30 Form of Fiduciary Indemnity Agreement (incorporated by reference
from the 1993 10-K)
10.31.1 Agreement of Lease, dated February 28, 1996, by and between
Paul-Francis Realty, L.P. and US Foodservice Inc. (incorporated by
reference from the S-4)
10.31.2 Lease Letter Amendment, dated February 28, 1997, by and between
Paul-Francis Realty, L.P. and US Foodservice Inc.
10.31.3 Second Amendment to Agreement of Lease, dated July 1, 1997, by and
between Paul-Francis Realty, L.P. and US Foodservice Inc.
10.31.4 Agreement of Lease, dated November 28, 1996, by and between
Paul-Francis Realty, L.P. and Rykoff-Sexton, Inc.
10.32 Agreement and Plan of Merger dated February 2, 1996 among Rykoff-
Sexton, Inc., USF Acquisition Corporation and US Foodservice Inc.
(incorporated by reference from the S-4)
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10.33.1 Participation Agreement, entered into among Rykoff-Sexton, Inc., as
Lessee ("Lessee"), Tone Brothers, Inc., as Sublessee ("Sublessee"),
BA Leasing & Capital Corporation, as Agent ("Agent"), Manufacturers
Bank and Pitney Bowes Credit Corporation, as Lessors (the
"Lessors"), dated as of April 29, 1994 (incorporated by reference
from the 1994 10-K)
10.33.2 Lease Intended as Security, among Lessee, Agent and the Lessors,
dated as of April 29, 1994 (incorporated by reference from the 1994
10-K)
10.33.3 Sublease, between Lessee and Sublessee, dated as of April 29, 1994
(incorporated by reference from the 1994 10-K)
10.33.4 Lease supplement, among Lessee and the Lessors, dated as of April
29, 1994 (incorporated by reference from the 1995 10-K)
10.33.5 Lease supplement, among Lessee and the Lessors, dated as of January
27, 1995 (incorporated by reference from the 1995 10-K)
10.33.6 Lease supplement, among Lessee and the Lessors, dated as of April
18, 1995 (incorporated by reference from the 1995 10-K)
10.33.7 Waiver, Consent and Fourth Amendment to Participation Agreement and
Lease Amendment, among Lessee, Agent and the Lessors, dated as of
May 17, 1996 (incorporated by reference from the 1996 10-K)
10.34.1 Commitment Agreement dated as August 10, 1992 between BRB Holdings,
Inc. and its subsidiaries and Sara Lee Corporation (incorporated by
reference from the S-4)
10.34.2 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. (incorporated by
reference from the S-4)
10.35.1 Commitment Agreement dated as of August 10, 1992 between WS
Holdings Corporation and its subsidiaries and Sara Lee Corporation
(incorporated by reference from the S-4)
10.35.2 Amendment Number One to WS Holdings Commitment Agreement dated as
of September 27, 1995 by Sara Lee Corporation and WS Holdings
Corporation (incorporated by reference from the S-4)
10.36.1 Agreement dated as of February 2, 1996 by and among Rykoff-Sexton,
Inc. and the persons set forth on the signature pages thereto
(incorporated by reference from the S-4)
10.36.2 Amendment No. 1 to Agreement dated as of April 8, 1996 by and among
Rykoff-Sexton, Inc. and the other persons set forth on the
signature pages thereto (incorporated by reference from the 1996
10-K)
10.37 Registration Rights Agreement dated May 17, 1996 by Rykoff-Sexton,
Inc. and the other signatories listed on the signature pages
thereto (incorporated by reference from the 1996 10-K)
10.38 Standstill Agreement dated May 17, 1996 by Rykoff-Sexton, Inc. and
the persons set forth on the signature pages thereto (incorporated
by reference from the 1996 10-K)
10.39.1 Tax Agreement dated May 17, 1996 by Rykoff-Sexton, Inc. and the
persons listed on the signature pages thereto (incorporated by
reference from the 1996 10-K)
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10.39.2 Addendum to Tax Agreement dated July 12, 1996, among Rykoff-Sexton,
Inc., Frank H. Bevevino and Bevevino Unitrust Partners Limited
Partnership (incorporated by reference from the 1996 10-K)
10.40.1 Receivables Sale Agreement, dated as of November 15, 1996, among
Rykoff-Sexton, Inc., John Sexton & Co., Biggers Brothers, Inc.,
White Swan, Inc., F.H. Bevevino & Company, Inc., Roanoke Restaurant
Service, Inc., King's Foodservice, Inc., US Foodservice of Florida,
Inc., US Foodservice of Atlanta, Inc., RS Funding Inc. and US
Foodservice Inc., as Servicer
10.40.2 Servicing Agreement, dated as of November 15, 1996, among RS
Funding Inc., as Company, US Foodservice Inc., as Servicer,
Rykoff-Sexton, Inc. and its other subsidiaries named therein as
Sub-Servicers and The Chase Manhattan Bank, as Trustee
10.40.3 Pooling Agreement, dated as of November 15, 1996, among RS Funding
Inc., as Company, US Foodservice Inc., as Servicer, and The Chase
Manhattan Bank, as Trustee
10.40.4 Series 1996-1 Supplement to Pooling Agreement among RS Funding
Inc., as Company, US Foodservice Inc., as Servicer, and The Chase
Manhattan Bank, as Trustee
10.41 Indenture of Trust, dated as of November 1, 1996, between La Mirada
Industrial Development Authority and Bankers Trust Company of
California, N.A.
10.42 Loan Agreement, dated as of November 1, 1996, among La Mirada
Industrial Development Authority and Bankers Trust Company of
California, N.A.
10.43 Reimbursement Agreement, dated as of November 1, 1996, by and
between Rykoff-Sexton, Inc. and the First National Bank of Chicago.
21 Subsidiaries of Rykoff-Sexton, Inc.
23 Consent of Arthur Andersen LLP
24.1 Power of Attorney of Matthias B. Bowman
24.2 Power of Attorney of Richard M. Fink
24.3 Power of Attorney of Albert J. Fitzgibbons, III
24.4 Power of Attorney of Jan W. Jeurgens
24.5 Power of Attorney of Sunil C. Khanna
24.6 Power of Attorney of James I. Maslon
24.7 Power of Attorney of James P. Miscoll
24.8 Power of Attorney of Neil I. Sell
24.9 Power of Attorney of Bernard Sweet
24.10 Power of Attorney of Robert W. Williamson
27 Financial Data Schedule
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