UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 3)
(Final Amendment)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
JP Foodservice, Inc.
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
46623210-5
(CUSIP Number)
David M. Abramson, Esq.
Senior Vice President, General
Counsel, Secretary and Assistant Treasurer
Rykoff-Sexton, Inc.
9830 Patuxent Woods Drive
Columbia, Maryland 21046
(410) 312-7100
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 23, 1997
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Sched-
ule 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>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Rykoff-Sexton, Inc.
I.R.S. Identification Number 95-2134693
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [__]
(b) [__]
3. SEC USE ONLY
4. SOURCE OF FUNDS
N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [__]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
7. SOLE VOTING POWER
None
8. SHARED VOTING POWER
None
9. SOLE DISPOSITIVE POWER
None
10. SHARED DISPOSITIVE POWER
None
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PER-
SON
None
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [__]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14. TYPE OF REPORTING PERSON
CO
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This Amendment No. 3 amends the Statement on Schedule
13D filed with the Securities and Exchange Commission on July
10, 1997, as amended by Amendment No. 1 thereto filed on August
15, 1997, and Amendment No. 2 thereto filed on November 12,
1997, (the "Schedule 13D") by Rykoff-Sexton, Inc., a Delaware
corporation ("RSI"), predecessor to the Reporting Person. This
Amendment No. 3 is filed with respect to the shares of common
stock, par value $.01 per share (the "JP Common Stock"), of JP
Foodservice, Inc. ("JP"). Unless otherwise defined herein, all
capitalized terms shall have the meanings given such terms in
the Schedule 13D.
Item 5 of the Schedule 13D is hereby amended to read
in its entirety as follows:
Item 5. Interest in Securities of the Issuer.
The merger (the "Merger") of RSI with and into
Hudson Acquisition Corp., a Delaware corporation (in
connection with which the name of Hudson Acquisition
Corp. was changed to Rykoff-Sexton, Inc. ("New RSI"))
was consummated on December 23, 1997.
The option granted by JP to RSI, pursuant to
which RSI had the right, upon the occurrence of
certain events, to purchase from JP up to 4,495,149
shares of JP Common Stock for $30.125 per share,
terminated according to its terms at the effective
time of the Merger.
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SIGNATURE
After reasonable inquiry and to the best of its knowledge
and belief, the undersigned certifies that the information set
forth in this statement is true, complete and correct.
December 24, 1997
Rykoff-Sexton, Inc.
/s/ David M. Abramson
David M. Abramson
Senior Vice President, General
Counsel, Secretary and
Assistant Treasurer
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