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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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RYKOFF-SEXTON, INC.
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(Exact Name of Registrant as Specified in Charter)
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Delaware 95-2134693
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(State of Incorporation or Organization) (IRS Employer Identification no.)
613 Baltimore Dr., East Mountain Corporate Center
Wilkes-Barre, Pennsylvania 18702-6980
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(Address of Principal Executive Offices) (Zip Code)
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If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1) please check the
following box. [_]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following box. [_]
Securities to be registered pursuant to Section 12(b) of the Act:
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Name of Each Exchange on Which Each
Title of Each Class to be so Registered Class is to be Registered
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Preferred Stock Purchase Rights New York Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
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Item 1. Description of Registrant's Securities to be Registered
Rykoff-Sexton, Inc. ("Rykoff-Sexton") entered into a Rights Agreement (the
"Initial Rights Agreement"), with Bank of America National Trust & Savings
Association, as original rights agent (the "Original Rights Agent"), dated as of
December 8, 1996, as amended by the Amendment to Rights Agreement, dated as of
October 5, 1989, the Second Amendment to Rights Agreement, dated as of December
4, 1995, the Third Amendment to the Rights Agreement, dated as of January 31,
1996, and the Amended and Restated Rights Agreement (the "Current Rights
Agreement"), dated as of May 15, 1996. On June 30, 1997, Rykoff-Sexton executed
and delivered the Amendment (the "Amendment") to the Current Rights Agreement
(as amended by the Amendment, the "Rights Agreement"), with Chase Mellon
Shareholder Services L.L.P., as rights agent (the "Rights Agent"), as successor
to Chemical Bank, which was the successor to Chemical Trust Company of
California, which was the successor to the Original Rights Agent. In connection
with (a) the Agreement and Plan of Merger between JP Foodservice, Inc. ("JP"),
Hudson Acquisition Corp. ("Acquisition Corp.") and Rykoff-Sexton, dated as of
June 30, 1997 (the "Merger Agreement"), (b) the Stock Option Agreement, dated as
of June 30, 1997 (the "Rykoff-Sexton Stock Option Agreement"), between Rykoff-
Sexton and JP, by which Rykoff-Sexton granted to JP an option to purchase up to
19.9% of the outstanding shares of Common Stock, par value $.10 per share, of
Rykoff-Sexton ("Rykoff-Sexton Common Stock"), subject to and upon the terms
specified therein, (c) the Stock Option Agreement, dated as of June 30, 1997
(the "JP Stock Option Agreement"), between Rykoff-Sexton and JP, by which JP
granted to Rykoff-Sexton an option to purchase up to 19.9% of the outstanding
shares of Common Stock, par value $.10 per share, of JP, subject to and upon the
terms specified therein, and (d) the Support Agreement, dated June 30, 1997 (the
"Support Agreement"), between JP and certain persons who own shares of Rykoff-
Sexton common stock, whose names are set forth on the signature pages thereto
(the "Stockholders"), pursuant to which the Stockholders have agreed, among
other things, to vote their shares of Rykoff-Sexton Common Stock in favor of the
merger of Rykoff-Sexton with and into Acquisition Corp. (the "Merger") (the
foregoing agreements (a)-(d) being, collectively, the "Transaction Agreements"),
Rykoff-Sexton has amended the terms of the Rights Agreement so that, among other
things, the execution, delivery and performance of the Transaction Agreements
will not (1) cause any "Rights" (as defined in the Rights Agreement) to become
exercisable, (2) cause JP or any of its affiliates or associates to become an
"Acquiring Person" (as defined in the Rights Agreement), or (3) give rise to a
"Distribution Date" or "Triggering Event" (as each such term is defined in the
Rights Agreement). A summary of the Rights, as amended, follows:
Summary of Rights
Under the Rights Agreement each outstanding share of Rykoff-Sexton Common
Stock, is accompanied by 0.64 preferred share purchase rights (each, a "Right").
Except as described below, each Right entitles the registered holder to purchase
from Rykoff-Sexton a unit (a "Unit") consisting of one two-hundredth of a share
of Series A Preferred Stock at a purchase price of $100 per Unit (the "Purchase
Price"), subject to adjustment. The description and terms of the Rights are set
forth in the Rights Agreement.
The Rights attached implicitly to all Rykoff-Sexton Common Stock
certificates outstanding. No separate Right certificates have been distributed.
A "Distribution Date" for the Rights occurs upon the earlier of (i) 10 days
after a public announcement that a person or group of affiliated or associated
persons has acquired beneficial ownership of 15% or more of the then outstanding
Rykoff-Sexton Common Stock (an "Acquiring Person"), excluding (t) Rykoff-Sexton,
(u) any subsidiary of Rykoff-Sexton, (v) any employee benefit plan of Rykoff-
Sexton or of any subsidiary of Rykoff-Sexton, (w) any entity organized,
appointed or established by Rykoff-Sexton for or pursuant to the terms of any
such plan, (x) Merrill Lynch Capital Partners, Inc. and certain of its
affiliates (collectively, the "ML Entities") if the ML Entities shall have
executed a written agreement with Rykoff-Sexton (and approved by the Rykoff-
Sexton Board of Directors) on or prior to the date on which the ML Entities
(together with its affiliates) became the beneficial owner of 15% or more of the
Rykoff-Sexton Common Stock then outstanding, which agreement imposes one or more
limitations on the ML Entities' beneficial ownership of Rykoff-Sexton Common
Stock and if, and so long as, such written agreement (a "Written Agreement") (or
any amendment thereto approved by at least a majority
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of the members of the Rykoff-Sexton Board of Directors who are not affiliates or
associates of an ML Entity or representatives or nominees of an ML Entity or any
such affiliate or associate (the "ML Entity Directors")) continues to be in
effect and bind the ML Entities and the ML Entities are in compliance (as
determined by the Rykoff-Sexton Board of Directors in its discretion by at least
a majority of the members who are not ML Entity Directors) with the terms of
such Written Agreement (including any such amendment), provided that no
amendment of any such Written Agreement shall cure any prior breach of such
Written Agreement or any amendment thereto, (y) JP or any of its affiliates or
associates solely as a result of the execution and delivery of the Transaction
Agreements, or (z) JP or any of its affiliates or associates as a result of
their being or becoming not more than a two percent beneficial owner of the then
outstanding Rykoff-Sexton Common Stock (in addition to the Rykoff-Sexton Common
Stock that JP has become the beneficial owner of as a result of its execution
and delivery of the Transaction Agreements) (excluding, however, for purposes of
determining whether such two percent limitation has been exceeded, Rykoff-Sexton
Common Stock that JP would be deemed the beneficial owner of because any JPFI
Benefit Plan (as that term is defined in the Merger Agreement) is the beneficial
owner of such Rykoff-Sexton Common Stock as of the date of the Amendment), or
(ii) 10 days following the commencement of (or first public announcement of the
intent to commence) a tender offer or exchange offer if, upon consummation
thereof, the person or person proposing such offer would be the beneficial owner
of 30% or more of the outstanding Rykoff-Sexton Common Stock. The Standstill
Agreement, dated as of May 17, 1996, entered into by Rykoff-Sexton and the ML
Entities (the "Standstill Agreement") qualifies as a Written Agreement that
excludes the ML Entities from being an Acquiring Person, so long as the
conditions described above are satisfied.
Until the Distribution Date, the Rights are transferred with and only with
Rykoff-Sexton Common Stock certificates. Until the Distribution Date (or earlier
redemption or expiration of the Rights), certificates for Rykoff-Sexton Common
Stock issued since December 18, 1986 (the record date for the initial
distribution of Rights under the Initial Rights Agreement) upon transfer or new
issuance of Rykoff-Sexton Common Stock contain a notation incorporating the
Initial Rights Agreement by reference except that after the adoption of the
Rights Agreement, such notation incorporates the Rights Agreement. Until the
Distribution Date, the surrender for transfer of any certificates for Rykoff-
Sexton Common Stock also constitutes the transfer of the Rights associated with
the Rykoff-Sexton Common Stock represented by such certificate.
The Rights are not exercisable until the Distribution Date. Under the
Rights Agreement, the Rights expire on the earlier of (i) May 15, 2006, or (ii)
immediately prior to the effective time of the Merger, unless earlier redeemed
by Rykoff-Sexton at any time prior to 5:00 P.M., Chicago time, on the close of
business on the thirtieth day following the date of the public announcement that
an Acquiring Person has become such.
As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of Rykoff-Sexton Common Stock as of the close of business on
the Distribution Date. From and after the Distribution Date, such separate Right
Certificates alone will evidence the Rights.
In the event that, at any time following the Distribution Date, (i) Rykoff-
Sexton is the surviving corporation in a merger with an Acquiring Person and
Rykoff-Sexton Common Stock is not changed or exchanged, (ii) any person becomes
the beneficial owner of 15% or more of the then outstanding Rykoff-Sexton Common
Stock (excluding any event occurring as a result of the execution, delivery and
performance of the Transaction Agreements), unless the event causing the 15%
threshold to be crossed is (a) an acquisition of Rykoff-Sexton Common Stock by
the ML Entities, if the ML Entities shall have executed a Written Agreement and
if, and so long as, such Written Agreement (or any amendments thereto approved
by at least a majority of the members of the Rykoff-Sexton Board of Directors
who are not ML Entity Directors) continues to be in effect and bind the ML
Entities and the ML Entities are in compliance (as determined by the Rykoff-
Sexton Board of Directors in its discretion by at least a majority of the
members who are not ML Entity Directors) with the terms of such Written
Agreement (including any such amendment), provided that no amendment of any such
Written Agreement shall cure any prior breach of such Written Agreement or any
amendment thereto, (b) a transaction in which the holders of Rights have
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the right to receive common stock of the acquiring entity, as described below,
or (c) an acquisition of Rykoff-Sexton Common Stock pursuant to a tender offer
or exchange offer of all outstanding Rykoff-Sexton Common Stock at a price and
on terms determined by a majority of "disinterested" members of the Rykoff-
Sexton Board of Directors to be fair and otherwise in the best interests of
Rykoff-Sexton and its stockholders, or (iii) an Acquiring Person engages in one
or more "self-dealing" transactions as set forth in the Rights Agreement (each a
"Flip-In Event"), then each holder of a Right would thereafter have the right to
receive upon exercise thereof at the then current Purchase Price of the Right,
Rykoff-Sexton Common Stock (or, in certain circumstances, a combination of cash,
other property, Rykoff-Sexton Common Stock or other securities) that have a
value of two times the Purchase Price of the Right. As noted above, the
Standstill Agreement qualifies as a Written Agreement that excludes the
acquisition of Rykoff-Sexton Common Stock by the ML Entities from being a
triggering event under the foregoing provisions, so long as the conditions
described above are satisfied. In the event that, at any time following the
Distribution Date, Rykoff-Sexton is acquired in a merger (excluding the Merger)
or other business combination transaction or 50% or more of its assets or
earning power are sold, provision would be made so that each holder of a Right
would thereafter have the right to receive, upon the exercise hereof at the then
current Purchase Price of the Right, common stock of the acquiring entity which
has a value of two times the Purchase Price of the Right. Notwithstanding any of
the foregoing, following the occurrence of any of the events described above in
this paragraph, any Rights that are or were beneficially owned by an Acquiring
Person or affiliates or associates of an Acquiring Person would be null and
void.
The Purchase Price payable and the number of Units of Series A Preferred
Stock or other securities or property issuable upon exercise of the Rights is
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of the
Series A Preferred Stock, (ii) upon the grant to holders of the Series A
Preferred Stock of certain rights or warrants to subscribe for Series A
Preferred Stock or convertible securities at less than the current market price
of the Series A Preferred Stock or (iii) upon the distribution to holders of the
Series A Preferred Stock of evidences of indebtedness or assets (excluding
regular quarterly cash dividends) or of subscription rights or warrants (other
than those referred to above).
With certain exceptions, no adjustment in the Purchase Price is required
until cumulative adjustments require an adjustment of at least 1% in the
Purchase Price. No fractional Units will be issued and, in lieu thereof, an
adjustment in cash will be made based on the market price of the Series A
Preferred Stock on the last trading date prior to the date of exercise.
At any time until 30 days following the public announcement that a person
or group or affiliated or associated persons (excluding any transaction
occurring pursuant to the Transaction Agreements) has acquired beneficial
ownership of 15% or more of the outstanding Rykoff-Sexton Common Stock, Rykoff-
Sexton can redeem the Rights in whole, but not in part, at a price of $.01 per
Right (the "Redemption Price"). The Rykoff-Sexton Board of Directors can from
time to time, in its discretion, extend the period of redemption. Immediately
upon action of the Rykoff-Sexton Board of Directors ordering redemption of the
Rights, the Rights terminate and the only right of the holders of Rights is to
receive the Redemption Price.
Until a Right is exercised, the holder thereof has no rights as a
stockholder of Rykoff-Sexton (other than those as an existing stockholder),
including, without limitation, the right to vote or to receive dividends.
The Series A Preferred Stock purchasable upon exercise of the Rights is
nonredeemable and is subordinate to any other series of Rykoff-Sexton Preferred
Stock that may be issued in the future unless such series is specifically stated
to be junior. Each whole share of Series A Preferred Stock has a minimum
preferential quarterly dividend of either $20 per share or 200 times the
dividend per share declared on Rykoff-Sexton Common Stock, whichever is greater.
In the event of liquidation, the holders of Series A Preferred Stock receive a
preferred liquidation payment of either $200 per share or 200 times the payment
made per share of Rykoff-Sexton Common Stock, whichever is greater. Each whole
share of Preferred Stock has 200 votes, voting together with the Rykoff-Sexton
Common Stock. In the event of any merger (excluding the Merger), consolidation
or other transaction in which Rykoff-Sexton Common Stock is exchanged, each
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share of Series A Preferred Stock would be entitled to receive 200 times the
amount received per Rykoff-Sexton Common Stock. The rights of the Series A
Preferred Stock are protected by customary antidilution provisions. Because of
the nature of the Series A Preferred Stock's dividend, liquidation and voting
rights, Rykoff-Sexton expects that the value of the one two-hundredth of a share
of Series A Preferred Stock purchasable (as described above) upon the exercise
of each Right to approximate the value of one Rykoff-Sexton Common Stock.
The Rights Agreement and the Rights have certain anti-takeover effects. The
Rights cause substantial dilution to a person or group that attempts to acquire
Rykoff-Sexton on terms not approved by the Rykoff-Sexton Board of Directors. The
Rights should not interfere with any merger or other business combination
approved by the Rykoff-Sexton Board of Directors because of the ability of the
Rykoff-Sexton Board of Directors and the Rights Agent to amend the Rights
Agreement (and with respect to the Merger, the Rykoff-Sexton Board of Directors
has exercised this ability by approving the Amendment) and because the Rights
can be redeemed by the Rykoff-Sexton Board of Directors at the Redemption Price
until 30 days following the public announcement that a person or group of
affiliated and associated persons has acquired beneficial ownership of 15% or
more of the outstanding Rykoff-Sexton Common Stock.
The terms of the Rights Agreement can be amended by Rykoff-Sexton and the
Rights Agent, but following a Distribution Date no amendment can adversely
affect the interests of holders of the Rights.
This summary description of the Current Rights Agreement, and the
Amendment, does not purport to be complete and is qualified in its entirety by
reference to the full text of such documents. The Rights Agreement, which was
attached as exhibit 4.3 to Rykoff-Sexton's Form 10-K, filed July 26, 1996, is
hereby incorporated by this reference. The Amendment, which was attached as
exhibit 4.1 to Rykoff-Sexton's Form 8-K, dated June 30, 1997, is hereby
incorporated by this reference.
Item 2. Exhibits
The exhibits listed in the accompanying Exhibit Index are filed as part of
this Form 8-A/A.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
RYKOFF-SEXTON, INC.
By: /s/ David F. McAnally
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Name: David F. McAnally
Title: Senior Vice President and
Chief Financial Officer
Dated: July 9, 1997
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EXHIBIT INDEX
Rykoff-Sexton, Inc.
Form 8-A/A
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Exhibit No. Description
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2.1 Agreement and Plan of Merger, dated as of June 30, 1997, by and
among Rykoff-Sexton, Inc., JP Foodservice, Inc. and Hudson
Acquisition Corporation (incorporated by reference to Exhibit 2.1
to the Rykoff-Sexton, Inc. Form 8-K, dated as of June 30, 1997)
4.1 Amended and Restated Rights Agreement, dated as of May 15, 1996,
by and between Rykoff-Sexton, Inc. and Chemical Bank, as Rights
Agent (incorporated by reference to Exhibit 4.3 to the Rykoff-
Sexton, Inc. Form 10-K, filed as of July 27, 1996)
4.2 Amendment to Amended and Restated Rights Agreement, dated as of
June 30, 1997, by and between Rykoff-Sexton, Inc. and Chase
Mellon Shareholder Services L.L.C., as successor in interest to
Chemical Bank, as Rights Agent (incorporated by reference to
Exhibit 4.1 to the Rykoff-Sexton, Inc. Form 8-K, dated as of June
30, 1997)
10.39 Standstill Agreement, dated as of May 17, 1996, by and between
Rykoff-Sexton, Inc., on the one hand, and the other persons set
forth on the signature pages thereto, on the other hand
(incorporated by reference to Exhibit 10.39 to the Rykoff-Sexton,
Inc. Form 10-K, filed as of July 27, 1996)
99.1 Stock Option Agreement, dated as of June 30, 1997, by and between
Rykoff-Sexton, Inc., as issuer, and JP Foodservice, Inc., as
granted (incorporated by reference to Exhibit 99.2 to the Rykoff-
Sexton, Inc. Form 8-K, dated June 30, 1997)
99.2 Stock Option Agreement, dated as of June 30, 1997, by and between
JP Foodservice, as issuer, and Rykoff-Sexton, Inc., as grantee
(incorporated by reference to Exhibit 99.3 to the Rykoff-Sexton,
Inc. Form 8-K, dated June 30, 1997)
99.3 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, on
the other hand, and acknowledged by Rykoff-Sexton, Inc.
(incorporated by reference to Exhibit 99.4 to the Rykoff-Sexton,
Inc. Form 8-K, dated June 30, 1997)
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