UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Rykoff-Sexton, Inc.
(Name of Issuer)
Common Stock, Par Value $.10 Per Share
(Title of Class of Securities)
783759103
(CUSIP Number)
David M. Abramson, Esq.
Senior Vice President and General Counsel
9830 Patuxent Woods Drive
Columbia, Maryland 21046
(410) 312-7100
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 30, 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
JP Foodservice, Inc.
I.R.S. Identification No. 52-1634568
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [__]
(b) [__]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC, OO (See Item 3)
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
5,564,140 shares (1) (See Item 5)
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
5,564,140 shares (1) (See Item 5)
10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PER-
SON
5,564,140 shares (1) (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [__]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.6% (2)
14. TYPE OF REPORTING PERSON
HC, CO
(1) The reporting person disclaims beneficial ownership
of all such shares pursuant to Rule 13d-4 under the Securities
Exchange Act of 1934, as amended (the "Act"). Beneficial own-
ership of such shares is being reported hereunder solely as a
result of the option (the "Option") granted pursuant to the
Rykoff Stock Option Agreement described in Item 4 hereof. JP
Foodservice, Inc. ("JP") expressly disclaims any beneficial
ownership of such shares of Rykoff Common Stock which are ob-
tainable by JP upon exercise of the Option because the Option
is exercisable only in the circumstances set forth in Item 4,
none of which has occurred as of the date hereof.
(2) Gives effect to the issuance of Rykoff Common Stock
subject to the Option.
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Item 1. Security and Issuer
This statement relates to shares of common stock, par
value $.10 per share (the "Rykoff Common Stock"), of Rykoff-
Sexton, Inc. ("Rykoff"). The address of Rykoff's principal
executive offices is 613 Baltimore Drive, Wilkes-Barre, Penn-
sylvania 18702.
Item 2. Identity and Background
(a) - (c) and (f). This Schedule 13D is being filed by
JP Foodservice, Inc., a corporation organized and existing un-
der the laws of the State of Delaware ("JP"). JP is a broad-
line distributor of food and related products to restaurants
and other institutional foodservice establishments primarily in
the Mid-Atlantic, Midwestern and Northeastern regions of the
United States. JP's principal business and offices are located
at 9830 Patuxent Woods Drive, Columbia, Maryland 21046.
Each executive officer and each director of JP is a citi-
zen of the United States. The name, business address, and
present principal occupation of each executive officer and di-
rector is set forth in Annex A to this Schedule 13D and spe-
cifically incorporated herein by reference.
Other than executive officers and directors, there are no
persons or corporations controlling or ultimately in control of
JP.
(d) - (e). During the last five years, neither JP nor, to
the best knowledge of JP, any executive officer or director of
JP, has been (i) convicted in a criminal proceeding (excluding
traffic violations and similar misdemeanors) or (ii) a party to
a civil proceeding of a judicial or administrative body of com-
petent jurisdiction and as a result of such proceeding has been
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
Pursuant to the Rykoff Stock Option Agreement described in
Item 4 (the "Rykoff Stock Option Agreement"), Rykoff has
granted to JP the Option to purchase up to 5,564,140 shares of
Rykoff Common Stock at a price of $25.305 per share, exercis-
able only upon the occurrence of certain events. The exercise
of the Option to purchase the full number of shares of Rykoff
Common Stock currently covered thereby would require aggregate
funds of approximately $140,800,563. If JP were to purchase
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shares of Rykoff Common Stock pursuant to the Rykoff Stock Op-
tion Agreement, JP currently anticipates that such funds would
be provided from JP's working capital and from borrowings from
other sources yet to be determined.
Item 4. Purpose of Transaction
On June 30, 1997, JP, Hudson Acquisition Corp., a Delaware
corporation and a wholly-owned subsidiary of JP ("Acquisition
Corp."), and Rykoff entered into an Agreement and Plan of
Merger (as amended, the "Merger Agreement"), pursuant to which
Rykoff will be merged with and into Acquisition Corp. (the
"Merger"). On September 3, 1997, the parties to the Merger
Agreement entered into Amendment No. 1 to Merger Agreement
("Amendment No. 1").
As a result of the Merger, each outstanding share of
Rykoff Common Stock (excluding treasury and certain other
shares) will be converted into 0.84 shares of common stock, par
value $.01 per share, of JP ("JP Common Stock"). Consummation
of the Merger would result in the Rykoff Common Stock ceasing
to be listed on the New York Stock Exchange (the "NYSE") and
the termination of registration of such securities pursuant to
the Act.
The Merger will be a tax-free reorganization and will be
accounted for as a pooling of interests. The Merger is subject
to a number of conditions set forth in the Merger Agreement.
The Merger Agreement, as originally executed and delivered, is
included as Exhibit 1 hereto and is hereby incorporated herein
by reference. Amendment No. 1 is included as Exhibit 1.1
hereto and is hereby incorporated herein by reference.
As a condition and inducement to JP's entering into the
Merger Agreement (and a reciprocal stock option agreement),
Rykoff entered into the Rykoff Stock Option Agreement with JP.
Pursuant to the Rykoff Stock Option Agreement, Rykoff has
granted to JP the Option to purchase up to 5,564,140 shares
(the "Option Shares") of Rykoff Common Stock at a price of
$25.305 per share, exercisable only upon the occurrence of cer-
tain events. The number of Option Shares is subject to adjust-
ment by reason of any stock dividend, stock split, recapital-
ization, merger, rights offering, share exchange or other
change in the corporate or capital structure of Rykoff. Under
certain circumstances set forth in the Rykoff Stock Option
Agreement, JP, as grantee of the Option, may surrender the Op-
tion to Rykoff in exchange for a formula payment based on the
difference (reduced by the amount of any termination fee paid
by Rykoff to JP pursuant to the Merger Agreement) between (x)
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the price paid to Rykoff or its stockholders in certain compet-
ing transactions involving the acquisition of Rykoff and (y)
the exercise price of the Option. The Rykoff Stock Option
Agreement is included as Exhibit 2 hereto and is hereby incor-
porated herein by reference.
Pursuant to the Merger Agreement, the directors and offic-
ers of Acquisition Corp. immediately prior to the consummation
of the Merger will be the initial directors and officers of the
wholly-owned subsidiary of JP that will be the surviving corpo-
ration in the Merger, each to hold office in accordance with
the surviving corporation's certificate of incorporation and
by-laws. The Merger Agreement also provides that the Certifi-
cate of Incorporation and by-laws of Acquisition Corp., as in
effect immediately prior to consummation of the Merger, will be
the Certificate of Incorporation and by-laws of such surviving
corporation in the Merger, in each case until thereafter
amended in accordance with applicable law, except that Article
First of the Certificate of Incorporation of the surviving cor-
poration shall be amended to provide that the name of the sur-
viving corporation shall be "Rykoff-Sexton, Inc."
Pursuant to the Merger Agreement, Rykoff has agreed, dur-
ing the period prior to the Effective Time, that neither it nor
its subsidiaries shall pay dividends except for semi-annual
cash dividends on Rykoff Common Stock not in excess of $0.03
per share and certain intercompany dividends.
Except as set forth in this Item 4, JP has no plans or
proposals which relate to or would result in any of the matters
set forth in clauses (a) through (j) of Item 4 of Schedule 13D.
The preceding summary of certain provisions of the Merger
Agreement, Amendment No. 1 and the Rykoff Stock Option Agree-
ment, copies of which are filed as exhibits hereto, is not in-
tended to be complete and is qualified in its entirety by ref-
erence to the full text of such agreements.
Item 5. Interest in Securities of the Issuer
(a) and (b). Pursuant to the Rykoff Stock Option Agree-
ment, JP has the right, exercisable only in certain circum-
stances, none of which has occurred as of the date hereof, to
acquire up to 5,564,140 shares of Rykoff Common Stock (subject
to adjustment as described in Item 4), which represents benefi-
cial ownership of approximately 19.9% of the shares of Rykoff
Common Stock currently outstanding. If JP were to acquire such
shares, it would have sole voting and investment power with
respect thereto. Because of the limited circumstances in which
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the option granted under the Rykoff Option Agreement is exer-
cisable, JP disclaims beneficial ownership of such shares of
Rykoff Common Stock subject to the Rykoff Stock Option Agree-
ment. In addition, in connection with the proposed merger, JP
has entered into a Support Agreement with certain stockholders
of Rykoff. See Item 6.
To the best of its knowledge, no executive officer or di-
rector of JP beneficially owns any shares of Rykoff Common
Stock.
(c) Except to the extent of transactions in a fiduciary
capacity, there have been no transactions in shares of Rykoff
Common Stock by JP, or, to the best knowledge of JP, any of
JP's executive officers and directors during the past 60 days.
(d) As described in Item 6, the ML Investors (as defined
in Item 6) may be deemed to be beneficial owners of shares of
Rykoff Common Stock and, subject to the Support Agreement de-
scribed therein, have the right to receive dividends and pro-
ceeds from the sale of such shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relation-
ships with Respect to Securities of the Issuer
On June 30, 1997, in connection with the execution of
the Merger Agreement, certain stockholders of Rykoff (the "ML
Investors"), holding in the aggregate approximately 36.4% of
the outstanding shares (the "ML Shares") of Rykoff Common Stock
as of such date, entered into a Support Agreement (as amended
and restated, the "Support Agreement"), dated as of June 30,
1997, with JP, and acknowledged by Rykoff. The ML Entities are
comprised of Merrill Lynch Capital Partners, Inc., Merrill
Lynch Capital Appreciation Partnership No. B-XVIII, L.P., Mer-
rill Lynch KECALP L.P. 1994, ML Offshore LBO Partnership No. B-
XVIII, ML IBK Positions, Inc., MLCP Associates L.P. No. II,
MLCP Associates L.P. No. IV, Merrill Lynch KECALP L.P. 1991,
Merrill Lynch Capital Appreciation Partnership No. XIII, L.P.,
ML Offshore LBO Partnership No. XIII, ML Employees LBO Partner-
ship No. I, L.P., Merrill Lynch KECALP L.P. 1987 and Merchant
Banking L.P. No. II. Pursuant to the Support Agreement, each
ML Investor has agreed to vote all shares of Rykoff Common
Stock held by it for approval and adoption of the Merger Agree-
ment and the Merger at the meeting of the stockholders of
Rykoff to be called and held to consider such adoption and ap-
proval. In addition, the ML Investors have agreed not to take
certain actions during the term of the Support Agreement (or
certain periods thereof) relating to the disposition of the
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businesses or assets of Rykoff or JP or their respective sub-
sidiaries, or the acquisition of the voting securities of
Rykoff or JP or their respective subsidiaries, or the merger or
consolidation of Rykoff or JP or any of their respective sub-
sidiaries with or into any corporation or other entity, other
than the Merger or related transactions. The Support Agreement
will terminate in the event that the Merger Agreement is termi-
nated in accordance with its terms.
JP disclaims beneficial ownership of the ML Shares.
The preceding summary of the Support Agreement is quali-
fied in its entirety by reference to the full text of such Sup-
port Agreement, which is included as Exhibit 3 hereto and is
hereby incorporated herein by reference.
A copy of the Rykoff Stock Option Agreement is in-
cluded as Exhibit 2 hereto and is incorporated herein by refer-
ence. The rights and obligations of Rykoff and JP under the
Rykoff Stock Option Agreement are subject to all required regu-
latory approvals.
A copy of the Merger Agreement is included as Exhibit
1 hereto and a copy of Amendment No. 1 is included as Exhibit
1.1 hereto, and each is incorporated herein by reference.
Except as set forth in Items 3, 4, 5 and 6, neither
JP nor, to the best knowledge of JP, any of its directors or
executive officers has any contracts, arrangements, understand-
ings or relationships (legal or otherwise) with any other per-
son with respect to any securities of Rykoff.
Item 7. Materials to be Filed as Exhibits
1. Agreement and Plan of Merger, dated as of June 30,
1997, by and among JP Foodservice, Inc., Hudson Ac-
quisition Corp. and Rykoff-Sexton, Inc. (incorpo-
rated by reference to Exhibit 1 to the Schedule 13D
of JP Foodservice, Inc. filed on July 3, 1997).
1.1. Amendment No. 1 to Agreement and Plan of Merger,
dated as of September 3, 1997, by and among JP Food-
service, Inc., Hudson Acquisition Corp. and Rykoff-
Sexton, Inc.
2. Stock Option Agreement, dated as of June 30, 1997,
by and between Rykoff-Sexton, Inc., as issuer, and
JP Foodservice, Inc., as grantee (incorporated by
reference to Exhibit 2 to the Schedule 13D of JP
Foodservice filed July 3, 1997).
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3. Amended and Restated Support Agreement, dated as of
June 30, 1997, by and between JP Foodservice, Inc.
on the one hand, and the stockholders of Rykoff-
Sexton, Inc. listed on the signature pages thereto,
on the other hand, and acknowledged by Rykoff-
Sexton, Inc.
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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.
September 9, 1997
JP FOODSERVICE, INC.
/s/ David M. Abramson
David M. Abramson
Senior Vice President and
General Counsel
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ANNEX A
Identity and Background
The following table sets forth the names, addresses and
principal occupations of the executive officers and directors
of JP Foodservice, Inc. ("JP"). Except as set forth below, the
principal business address of each such director and executive
officer is the address of JP, 9830 Patuxent Woods Drive, Colum-
bia, Maryland 21046. Each of such directors and executive of-
ficers is a citizen of the United States.
DIRECTORS
Name and Business Address Present Principal Occupation or Employment
Lewis Hay, III Senior Vice President and Chief Financial
Officer, JP Foodservice, Inc.
Mark P. Kaiser Senior Vice President--Sales, Marketing and Pro-
curement, JP Foodservice, Inc.
Jeffrey D. Serkes Vice President and Treasurer, International
Old Orchard Road Business Machine Corporation
Armonk, NY 10604
James L. Miller Chairman of the Board of Directors, President and
Chief Executive Officer, JP Foodservice, Inc.
David M. Abramson Senior Vice President and General Counsel, JP Food-
service, Inc.
Dean R. Silverman President, Dean & Company Strategy
Fairfax Square, Consultants, Inc.
Tysons Corner
8065 Leesburg Pike
Fifth Floor
Vienna, VA 22182
Michael J. Drabb Executive Vice President, O'Brien Asset
520 Broad Street Management, Inc.
Suite A07S
Newark, NJ 07102-3184
Eric E. Glass Chairman of the Board, The Taney
5130 Allendale Lane Corporation; Chairman of the Board,
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P.O. Box 29 Monocacy Bancshares, Inc.
Taneytown, MD 21757
Paul I. Latta Senior Vice President, Rouse Company
10275 Little Patuxent
Parkway
Columbia, Maryland 21044
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EXECUTIVE OFFICERS
Name and Business Address Present Principal Occupation or Employment
James L. Miller Chairman of the Board of Directors, Pres-
ident and Chief Executive Officer
Lewis Hay, III Senior Vice President and Chief Financial
Officer
Mark P. Kaiser Senior Vice President--Sales, Marketing and Pro-
curement
David M. Abramson Senior Vice President and General Counsel
George T. Megas Vice President--Finance
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Exhibit Number Description
1. Agreement and Plan of Merger, dated
as of June 30, 1997, by and among
JP Foodservice, Inc., Hudson Ac-
quisition Corp. and Rykoff-Sexton,
Inc (incorporated by reference to
Exhibit 1 to the Schedule 13D of JP
Foodservice, Inc. filed on July 3,
1997).
1.1. Amendment No. 1 to Agreement and
Plan of Merger, dated as of Septem-
ber 3, 1997, by and among JP Food-
service, Inc., Hudson Acquisition
Corp. and Rykoff-Sexton, Inc.
2. Stock Option Agreement, dated as of
June 30, 1997, by and between
Rykoff-Sexton, Inc., as issuer, and
JP Foodservice, Inc., as grantee
(incorporated by reference to Ex-
hibit 2 to the Schedule 13D of JP
Foodservice filed July 3, 1997).
3. Amended and Restated Support Agree-
ment, dated as of June 30, 1997, by
and between JP Foodservice, Inc. on
the one hand, and the stockholders
of Rykoff-Sexton, Inc. listed on
the signature pages thereto, on the
other hand, and acknowledged by
Rykoff-Sexton, Inc.
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EXHIBIT 1.1
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
AMENDMENT NO. 1 (this "Amendment"), dated as of Sep-
tember 3, 1997, to the Agreement and Plan of Merger (the "Mer-
ger Agreement"), dated as of June 30, 1997, by and among JP
Foodservice, Inc., a Delaware corporation ("JPFI"), Rykoff-
Sexton, Inc., a Delaware corporation ("RSI"), and Hudson Acqui-
sition Corp., a Delaware corporation and a wholly-owned subsid-
iary of JP Foodservice ("Acquisition").
WHEREAS, JPFI, RSI and Acquisition have previously
executed and delivered the Merger Agreement; and
WHEREAS, JPFI, RSI and Acquisition desire to amend
the Merger Agreement as set forth herein and pursuant to Sec-
tion 7.3 thereof;
NOW, THEREFORE, JPFI, RSI and Acquisition agree as
follows:
1. Amendment of Section 2.1(e) of Merger Agreement.
The fourth line of subsection (i) of Section 2.1(e) of the
Merger Agreement is hereby amended by deleting therefrom the
word "exercisable" and substituting in its place the word "un-
exercised".
2. Amendment of Section 4.1(a) of Merger Agreement.
Subsection (ii) of Section 4.1(a) of the Merger Agreement is
hereby amended by deleting therefrom the words "does not exceed
250,000 shares of RSI Common Stock in the aggregate);" and sub-
stituting therefor the words "does not exceed the lesser of (x)
400,000 shares of RSI Common Stock in the aggregate and (y) the
number of shares of RSI Common Stock subject to RSI Employee
Stock Options issued during RSI's fiscal year ended June 28,
1997 and so long as no RSI Employee Stock Option issued pursu-
ant to this Section 4.1(a)(ii) shall contain any terms provid-
ing for, or otherwise permit or give rise to any right to, ac-
celerated vesting, the releasing of restrictions or any payment
(in cash or otherwise) as a result of the consummation of the
Merger or any of the other transactions contemplated by this
Agreement);".
3. Governing Law. This Amendment shall be governed
by, and construed in accordance with, the laws of the State of
Delaware, regardless of the laws that might otherwise govern
under applicable principles of conflict of laws thereof.
4. Counterparts. This Amendment may be executed in
one or more counterparts, all of which shall be considered one<PAGE>
and the same agreement and shall become effective when one or
more counterparts have been signed by each of the parties and
delivered to the other parties.
5. Merger Agreement Confirmed. Except as amended
hereby, the Merger Agreement is ratified and confirmed in all
respects.
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IN WITNESS WHEREOF, JPFI, RSI and Acquisition have
caused this Agreement to be signed by their respective officers
thereunto duly authorized, all as of the date first written
above.
JP FOODSERVICE, INC.
By: /s/ David M. Abramson
Name: David M. Abramson
Title: Senior Vice President
and General Counsel
RYKOFF-SEXTON, INC.
By: /s/ Mark Van Stekelenburg
Name: Mark Van Stekelenburg
Title: Chairman and Chief
Executive Officer
HUDSON ACQUISITION CORP.
By: /s/ David M. Abramson
Name: David M. Abramson
Title: Senior Vice President
and General Counsel
EXHIBIT 3
AMENDED AND RESTATED SUPPORT AGREEMENT
AMENDED AND RESTATED AGREEMENT, dated as of June
30, 1997, by and among JP FOODSERVICE, INC., a Delaware cor-
poration ("JPFI") and the other persons whose names are set
forth on the signature pages hereto (collectively, the
"Stockholders").
WHEREAS, the parties hereto have previously entered
into, and Rykoff-Sexton, Inc., a Delaware corporation
("Rykoff-Sexton"), has previously acknowledged, a Support
Agreement, dated as of June 30, 1997 (the "Original Support
Agreement"); and
WHEREAS, concurrently with the execution and deliv-
ery of the Original Support Agreement, JPFI, Hudson Acqui-
sition Corp., a Delaware corporation and a wholly-owned sub-
sidiary of JPFI ("Merger Sub") and Rykoff-Sexton, entered
into an Agreement and Plan of Merger (the "Merger Agreement";
capitalized terms used without definition herein having the
meanings ascribed thereto in the Merger Agreement);
WHEREAS, the Stockholders are the beneficial owners
of the number of shares of Rykoff Common Stock set forth in
Schedule I hereto (the "Subject Shares"); and
WHEREAS, approval of the Merger Agreement by the
stockholders of Rykoff is a condition to the consummation of
the Merger; and
WHEREAS, as a condition to its entering into the
Merger Agreement, JPFI has required that the Stockholders
agree, and the Stockholders have agreed, to enter into the
Original Support Agreement; and
WHEREAS, the parties to the Original Support Agree-
ment, and Rykoff-Sexton, wish to amend and restate such
Original Support Agreement, as set forth herein;
NOW THEREFORE, in consideration of the foregoing
and the mutual covenants and agreements set forth herein, the
parties hereto agree as follows:
Section 1. Agreement to Vote. (a) Each Stock-
holder hereby agrees to attend the Rykoff Stockholders Meet-
ing, in person or by proxy, and to vote (or cause to be
voted) all Subject Shares, and any other voting securities of
Rykoff, whether issued heretofore or hereafter, that such<PAGE>
Stockholder owns or has the right to vote, for approval and
adoption of the Merger Agreement and the Merger. Such agree-
ment to vote shall apply also to any adjournment or adjourn-
ments of the Rykoff Stockholders Meeting, and to any other
meeting of stockholders at which any item of business re-
ferred to in the preceding sentence is presented for ap-
proval.
(b) To the extent inconsistent with the foregoing
provisions of this Section 1, each Stockholder hereby revokes
any and all previous proxies with respect to such
Stockholder's Subject Shares or any other voting securities
of Rykoff.
Section 2. No Solicitation. No Stockholder shall,
directly or indirectly, solicit or encourage (including by
way of furnishing information), or authorize any individual,
corporation or other entity to solicit or encourage (includ-
ing by way of furnishing information), from any third party
any inquiries or proposals relating to, or conduct negotia-
tions or discussions with any third party with respect to, or
take any other action to facilitate any inquiries or the mak-
ing of any proposal that constitutes, or that may reasonably
be expected to lead to, any proposal or offer relating to the
disposition of business or assets of Rykoff or JPFI or their
respective subsidiaries, or the acquisition of the voting se-
curities of Rykoff or JPFI or their respective subsidiaries,
or the merger or consolidation of Rykoff or JPFI or any of
their respective subsidiaries with or to any corporation or
other entity other than as provided in the Merger Agreement,
the Option Agreements or the Support Agreement (and the
Stockholders shall promptly notify JPFI of all of the rel-
evant details relating to all inquiries and proposals which
such Stockholders may receive relating to any such matters).
Section 3. Securities Act Covenants and Represen-
tations. Each Stockholder hereby agrees and represents to
JPFI as follows:
(c) Such Stockholder has been advised that the of-
fering, sale and delivery of JPFI Common Stock pursuant to
the Merger will be registered under the Securities Act on a
Registration Statement on Form S-4. Such Stockholder has
also been advised, however, that to the extent such Stock-
holder is considered an "affiliate" of Rykoff at the time the
Merger Agreement is submitted to a vote of the stockholders
of Rykoff any public offering or sale by such Stockholder of
any shares of JPFI Common Stock received by such Stockholder
-2-<PAGE>
in the Merger will, under current law, require either (i) the
further registration under the Securities Act of any shares
of JPFI Common Stock to be sold by such Stockholder, (ii)
compliance with Rule 145 promulgated by the SEC under the Se-
curities Act or (iii) the availability of another exemption
from such registration under the Securities Act.
(d) Such Stockholder has read this Agreement and
the Merger Agreement and has discussed their requirements and
other applicable limitations upon such Stockholder's ability
to sell, transfer or otherwise dispose of shares of JPFI Com-
mon Stock, to the extent such Stockholder believed necessary,
with such Stockholder's counsel or counsel for Rykoff.
(e) Such Stockholder also understands that stop
transfer instructions will be given to JPFI's transfer agent
with respect to JPFI Common Stock and that a legend will be
placed on the certificates for the JPFI Common Stock issued
to such Stockholder, or any substitutions therefor, to the
extent such Stockholder is considered an "affiliate" of
Rykoff at the time the Merger Agreement is submitted to a
vote of the stockholders of Rykoff.
Section 4. Pooling Covenants and Representations.
Each Stockholder hereby agrees and represents to JPFI that
such Stockholder will not sell, transfer or otherwise dispose
of any securities of Rykoff or of any shares of JPFI Common
Stock received by such Stockholder in the Merger or other
shares of capital stock of JPFI during the period beginning
30 days prior to the Effective Time and ending at such time
as results covering at least 30 days of combined operations
of Rykoff and JPFI have been published by JPFI, in the form
of a quarterly earnings report, an effective registration
statement filed with the SEC, a report to the SEC on Form
10-K, 10-Q or 8-K, or any other public filing or announcement
which includes the combined results of operations, except for
transfers or other dispositions that, taking into account the
actions of other affiliates of Rykoff, will not prevent JPFI
from accounting for the Merger as a pooling of interests.
Section 5. Further Assurances. Each of JPFI and
the Stockholders shall execute and deliver such additional
instruments and other documents and shall take such further
actions as may be necessary or appropriate to effectuate,
carry out and comply with all of its obligations under this
Agreement. Without limiting the generality of the foregoing,
none of JPFI or any of the Stockholders shall enter into any
agreement or arrangement (or alter, amend or terminate any
-3-<PAGE>
existing agreement or arrangement) if such action would mate-
rially impair the ability of any party to effectuate, carry
out or comply with all the terms of this Agreement.
Section 6. Representations and Warranties of JPFI.
JPFI represents and warrants to each Stockholder as follows:
Each of this Agreement and the Merger Agreement has been ap-
proved by the Board of Directors of JPFI, representing all
necessary corporate action on the part of JPFI other than ap-
proval of the Merger Agreement by the stockholders of JPFI.
Each of this Agreement and the Merger Agreement has been duly
executed and delivered by a duly authorized officer of JPFI.
Each of this Agreement and the Merger Agreement constitutes a
valid and binding agreement of JPFI, enforceable against JPFI
in accordance with its terms, except as may be limited by ap-
plicable bankruptcy, insolvency, reorganization, moratorium
and other similar laws of general application which may af-
fect the enforcement of creditors' rights generally and by
general equitable principles. JPFI covenants and agrees
that, effective as of the Effective Time, JPFI shall assume
the rights and obligations of Rykoff under that certain Reg-
istration Rights Agreement, dated as of May 17, 1996, by and
among Rykoff and the other persons whose signatures are set
forth on the signature pages thereto pursuant to an agreement
in form and substance satisfactory to JPFI and such other
persons.
Section 7. Representations and Warranties of
Stockholders. Each Stockholder represents and warrants to
JPFI that this Agreement (i) has been duly authorized, ex-
ecuted and delivered by such Stockholder and (ii) constitutes
the valid and binding agreement of such Stockholder, enforce-
able against such Stockholder in accordance with its terms,
except as may be limited by applicable bankruptcy, insol-
vency, reorganization, moratorium and other similar laws of
general application which may affect the enforcement of cred-
itors' rights generally and by general equitable principles.
Each such Stockholder is the record and beneficial owner of
the Subject Shares set forth opposite its respective name on
Schedule I. The Subject Shares listed next to the name of
such Stockholder on Schedule I hereto are the only voting se-
curities of Rykoff owned (beneficially or of record) by such
Stockholder. Neither the execution or delivery of this
Agreement nor the consummation by such Stockholder of the
transactions contemplated hereby will violate (a) the cer-
tificate of incorporation, by-laws, partnership agreement or
other organizational document, as applicable, of any such
-4-<PAGE>
Stockholder, or (b) any provisions of any law, rule or regu-
lation applicable to such Stockholder or any contract or
agreement to which such Stockholder is a party, other than
such violations described in the foregoing clause (b) as
would not prevent or materially delay the performance by such
Stockholder of its obligations hereunder or impose any li-
ability or obligation on JPFI. Each Stockholder agrees that,
at or prior to the Effective Time, it shall represent to
Rykoff and JPFI or their respective counsel that as of the
Effective Time it has no plan or intention to (other than in-
cident or pursuant to an Extraordinary Transaction) sell, ex-
change or otherwise dispose of, or enter into an agreement (a
"Sales Agreement") to sell, exchange or otherwise dispose of,
shares of JPFI Common Stock during the two-year period im-
mediately following the Effective Time, and moreover that it
is not subject to or obligated to enter into any agreement to
sell, exchange or otherwise dispose of shares of JPFI Common
Stock, if any resulting sale, exchange or disposition would
(when taken in combination with actions by other Stockholders
and assuming all Sales Agreements are consummated) cause the
Stockholders in the aggregate to retain ownership for federal
income tax purposes of less than the lesser of (i) 25% of the
shares of JPFI Common Stock received by the Stockholders in
the aggregate in the Merger or (ii) the Shortfall Percent of
the shares of JPFI Common Stock issued in the Merger to
stockholders of Rykoff. For purposes of these representa-
tions, the phrase "sell, exchange or otherwise dispose of"
shall include entry into transactions whereby a Stockholder
gives up substantially all the benefits and burdens of owner-
ship in JPFI Common Stock or which otherwise constitute a
transfer of ownership of such stock for federal income tax
purposes. "Shortfall Percent" shall mean the greater of zero
or that percentage which, when added to the following per-
centage, shall equal 45%: 100% minus the sum of (i) the per-
cent of shares of JPFI Common Stock issuable in the Merger to
stockholders of Rykoff that is issuable to the Stockholders
and (ii) the percent of shares of JPFI Common Stock issuable
in the Merger to stockholders of Rykoff that is issuable to
any other persons that can be identified immediately prior to
the Effective Time as holding 5% or more of the total number
of shares of Rykoff Common Stock outstanding at such time
(for which purposes shares held by a family of mutual funds
shall, to the extent possible, be identified with separate
funds within such family and, to the extent so separately
identifiable, treated as separate stockholders). Notwith-
standing the foregoing, no Stockholder shall be required to
provide the representations described herein if, as result of
a change in law (including, without limitation, a change pur-
suant to Treasury regulations that may be applied, by elec-
tion or otherwise, to the Merger), the facts intended to be
-5-<PAGE>
reached by such representation are not a necessary condition
for qualification of the Merger under Section 368 of the In-
ternal Revenue Code of 1986, as amended.
For purposes of this Section 7, an "Extraordinary
Transaction" means a merger, consolidation or other business
combination, tender or exchange offer, share exchange, re-
structuring, recapitalization or other similar transaction
involving JPFI, so long as any such transaction is not ar-
ranged as part of an overall plan to which such Stockholder
is a party and pursuant to which the Merger is also being
consummated.
Section 8. Effectiveness and Termination. It is a
condition precedent to the effectiveness of this Agreement
that the Merger Agreement shall have been executed and deliv-
ered and be in full force and effect. In the event the Merg-
er Agreement is terminated in accordance with its terms, this
Agreement shall automatically terminate and be of no further
force or effect. Upon such termination, except for any
rights any party may have in respect of any breach by any
other party of its or his obligations hereunder, none of the
parties hereto shall have any further obligation or liability
hereunder.
Section 9. Miscellaneous.
(f) Notices, Etc. All notices, requests, demands
or other communications required by or otherwise with respect
to this Agreement shall be in writing and shall be deemed to
have been duly given to any party when delivered personally
(by courier service or otherwise), when delivered by telecopy
and confirmed by return telecopy, or seven days after being
mailed by first-class mail, postage prepaid in each case to
the applicable addresses set forth below:
If to JPFI:
9830 Patuxent Woods Drive
Columbia, Maryland 21046
Attn: David M. Abramson, Esq.
Telecopy: (410) 312-7149
with a copy to:
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
-6-<PAGE>
Attn: Edward D. Herlihy, Esq.
Telecopy: (212) 403-2000
If to any Stockholder:
Merrill Lynch Capital Partners, Inc.
225 Liberty Street
New York, New York 10080-6123
Attn: James V. Caruso
Telecopy: (212) 236-7364
with a copy to:
Merrill Lynch & Co., Inc.
World Financial Center
North Tower
250 Vesey Street
New York, New York 10281-1323
Attn: Marcia L. Tu, Esq.
Telecopy: (212) 449-3207
and a copy to:
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
Attn: Bonnie Greaves, Esq.
Telecopy: (212) 848-7179
If to Rykoff:
Rykoff-Sexton, Inc.
1050 Warrenville Road
Lisle, Illinois
Telecopy No. (717) 830-7112
Attention: Robert J. Harter, Jr., Esq.
with a copy to:
Jones, Day, Reavis & Pogue
77 West Wacker
Chicago, Illinois 10022
Telecopy No.: (312) 782-8585
Attention: Elizabeth Kitslaar, Esq.
or to such other address as such party shall have designated
by notice so given to each other party.
(g) Amendments, Waivers, Etc. This Agreement may
not be amended, changed, supplemented, waived or otherwise
-7-<PAGE>
modified or terminated except by an instrument in writing
signed by JPFI, each of the Stockholders and Rykoff.
(h) Successors and Assigns. This Agreement shall
be binding upon and shall inure to the benefit of and be en-
forceable by the parties and their respective successors and
assigns, including without limitation in the case of any cor-
porate party hereto any corporate successor by merger or oth-
erwise, and in the case of any individual party hereto any
trustee, executor, heir, legatee or personal representative
succeeding to the ownership of such party's Subject Shares or
other securities subject to this Agreement. Notwithstanding
any transfer of Subject Shares, the transferor shall remain
liable for the performance of all obligations under this
Agreement of the transferor.
(i) Entire Agreement. This Agreement embodies the
entire agreement and understanding among the parties relating
to the subject matter hereof and supersedes all prior agree-
ments and understandings relating to such subject matter, in-
cluding without limitation the Original Support Agreement.
There are no representations, warranties or covenants by the
parties hereto relating to such subject matter other than
those expressly set forth in this Agreement.
(j) Severability. If any term of this Agreement
or the application thereof to any party or circumstance shall
be held invalid or unenforceable to any extent, the remainder
of this Agreement and the application of such term to the
other parties or circumstances shall not be affected thereby
and shall be enforced to the greatest extent permitted by ap-
plicable law, provided that in such event the parties shall
negotiate in good faith in an attempt to agree to another
provision (in lieu of the term or application held to be in-
valid or unenforceable) that will be valid and enforceable
and will carry out the parties' intentions hereunder.
(k) Specific Performance. The parties acknowledge
that money damages are not an adequate remedy for violations
of this Agreement and that any party may, in its sole discre-
tion, apply to a court of competent jurisdiction for specific
performance or injunctive or such other relief as such court
may deem just and proper in order to enforce this Agreement
or prevent any violation hereof and, to the extent permitted
by applicable law, each party waives any objection to the im-
position of such relief.
(l) Remedies Cumulative. All rights, powers and
remedies provided under this Agreement or otherwise available
in respect hereof at law or in equity shall be cumulative and
-8-<PAGE>
not alternative, and the exercise or beginning of the exer-
cise of any thereof by any party shall not preclude the si-
multaneous or later exercise of any other such right, power
or remedy by such party.
(m) No Waiver. The failure of any party hereto to
exercise any right, power or remedy provided under this
Agreement or otherwise available in respect hereof at law or
in equity, or to insist upon compliance by any other party
hereto with its obligations hereunder, and any custom or
practice of the parties at variance with the terms hereof,
shall not constitute a waiver by such party of its right to
exercise any such or other right, power or remedy or to de-
mand such compliance.
(n) No Third-Party Beneficiaries. This Agreement
is not intended to be for the benefit of and shall not be en-
forceable by any person or entity who or which is not a party
hereto.
(o) Jurisdiction. Each party hereby irrevocably
submits to the exclusive jurisdiction of the Court of Chan-
cery in the State of Delaware or the United States District
Court for the Southern District of New York or any court of
the State of New York located in the City of New York in any
action, suit or proceeding arising in connection with this
Agreement, and agrees that any such action, suit or proceed-
ing shall be brought only in such court (and waives any ob-
jection based on forum non conveniens or any other objection
to venue therein); provided, however, that such consent to
jurisdiction is solely for the purpose referred to in this
paragraph (j) and shall not be deemed to be a general submis-
sion to the jurisdiction of said Courts or in the States of
Delaware or New York other than for such purposes. Each
party hereto hereby waives any right to a trial by jury in
connection with any such action, suit or proceeding.
(p) Governing Law. This Agreement and all dis-
putes hereunder shall be governed by and construed and en-
forced in accordance with the General Corporation Law of the
State of Delaware to the fullest extent possible and other-
wise by the internal laws of the State of New York without
regard to principles of conflicts of law.
(q) Name, Captions, Gender. The name assigned
this Agreement and the section captions used herein are for
convenience of reference only and shall not affect the inter-
pretation or construction hereof. Whenever the context may
require, any pronoun used herein shall include the cor-
responding masculine, feminine or neuter forms.
-9-<PAGE>
(r) Counterparts. This Agreement may be executed
in any number of counterparts, each of which shall be deemed
to be an original, but all of which together shall constitute
one instrument. Each counterpart may consist of a number of
copies each signed by less than all, but together signed by
all, the parties hereto.
(s) Limitation on Liability. No Stockholder shall
have any liability hereunder for any actions or omissions of
any other Stockholder.
(t) Expenses. JPFI and Rykoff shall each bear its
own expenses, and Rykoff shall bear the reasonable expenses
of the Stockholders, incurred in connection with this Agree-
ment and the transactions contemplated hereby, except that in
the event of a dispute concerning the terms or enforcement of
this Agreement, the prevailing party in any such dispute
shall be entitled to reimbursement of reasonable legal fees
and disbursements from the other party or parties to such
dispute.
-10-<PAGE>
IN WITNESS WHEREOF, the parties have duly executed
this Agreement as of the date first above written.
JP FOODSERVICE, INC.
By: /s/ James L. Miller
Name: James L. Miller
Title: Chairman,
President and Chief
Executive Officer
MERRILL LYNCH CAPITAL PARTNERS,
INC.
By: /s/ Matthias B. Bowman
Name: Matthias B. Bowman
Title:
MERRILL LYNCH CAPITAL APPRECIATION
PARTNERSHIP NO. B-XVIII, L.P.
By: Merrill Lynch LBO Partners No.
B-IV, L.P., as General
Partner
By: Merrill Lynch Capital
Partners, Inc., as
General Partner
By: /s/ Matthias B. Bowman
Name: Matthias B. Bowman
Title:
MERRILL LYNCH KECALP L.P. 1994
By: KECALP Inc., as General Partner
By: /s/ Matthias B. Bowman
Name: Matthias B. Bowman
Title:
<PAGE>
ML OFFSHORE LBO PARTNERSHIP
NO. B-XVIII
By: Merrill Lynch LBO Partners
No. B-IV, L.P., as Investment
General Partner
By: Merrill Lynch Capital Partners,
Inc., as General Partner
By: /s/ Matthias B. Bowman
Name: Matthias B. Bowman
Title:
ML IBK POSITIONS, INC.
By: /s/ Matthias B. Bowman
Name: Matthias B. Bowman
Title:
MLCP ASSOCIATES L.P. NO. II
By: Merrill Lynch Capital Partners,
Inc., as General Partner
By: /s/ Matthias B. Bowman
Name: Matthias B. Bowman
Title:
MLCP ASSOCIATES L.P. NO. IV
By: Merrill Lynch Capital Partners,
Inc., as General Partner
By: /s/ Matthias B. Bowman
Name: Matthias B. Bowman
Title:
<PAGE>
MERRILL LYNCH KECALP L.P. 1991
By: KECALP Inc., as General Partner
By: /s/ Matthias B. Bowman
Name: Matthias B. Bowman
Title:
MERRILL LYNCH CAPITAL APPRECIATION
PARTNERSHIP NO. XIII, L.P.
By: Merrill Lynch LBO Partners No.
IV, L.P., as General Partner
By: Merrill Lynch Capital Partners,
Inc., as General Partner
By: /s/ Matthias B. Bowman
Name: Matthias B. Bowman
Title:
ML OFFSHORE LBO PARTNERSHIP NO. XIII
By: Merrill Lynch LBO Partners No.
IV, L.P., as Investment General
Partner
By: Merrill Lynch Capital Partners,
Inc., as General Partner
By: /s/ Matthias B. Bowman
Name: Matthias B. Bowman
Title:
ML EMPLOYEES LBO PARTNERSHIP NO. I,
L.P.
By: ML Employees LBO Managers,
Inc., as General Partner
By: /s/ Matthias B. Bowman
Name: Matthias B. Bowman
Title:
<PAGE>
MERRILL LYNCH KECALP L.P. 1987
By: KECALP Inc., as General Partner
By: /s/ Matthias B. Bowman
Name: Matthias B. Bowman
Title:
MERCHANT BANKING L.P. NO. II
By: Merrill Lynch MBP Inc., as Gen-
eral Partner
By: /s/ Matthias B. Bowman
Name: Matthias B. Bowman
Title:
Rykoff hereby consents to the entry by each
Stockholder into this Agreement, and the consummation of the
transactions expressly contemplated hereby, in each case for
purposes of Section 3.1(a) of the that certain Standstill
Agreement (the "Standstill Agreement"), dated as of May 17,
1996, by and between RSI and the ML Entities (as defined
therein). Rykoff represents and warrants to JPFI that the
entry by each Stockholder into this Agreement, and the con-
summation of the transactions expressly contemplated hereby,
each has been previously approved by the affirmative vote of
a majority of the Continuing Directors (as defined in the
Standstill Agreement) of Rykoff at a meeting at which a Con-
tinuing Director Quorum (as defined in the Standstill Agree-
ment) was present. Rykoff also hereby acknowledges and con-
sents to its obligations pursuant to Section 9(o) hereof.
RYKOFF-SEXTON, INC.
By: /s/ Mark Van Stekelenburg
Name: Mark Van Stekelenburg
Title: Chairman and Chief
Executive Officer
