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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 23, 1997
Rykoff-Sexton, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-8105 52-2044236
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(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
9830 Patuxent Woods Drive, Columbia, Maryland 21046
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (410) 312-7100
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ITEM 5. OTHER EVENTS.
Effective December 23, 1997, Rykoff-Sexton, Inc., a Delaware
corporation ("Rykoff-Sexton" or the "Predecessor Registrant"), merged (the
"Merger") with and into Hudson Acquisition Corp. (the "Registrant"), a Delaware
corporation and a wholly-owned subsidiary of JP Foodservice, Inc. ("JP
Foodservice"), pursuant to an Agreement and Plan of Merger, dated as of June 30,
1997, as amended as of September 3, 1997 and November 5, 1997, among Rykoff-
Sexton, the Registrant and JP Foodservice (the "Merger Agreement"). The
Registrant was the surviving corporation in the Merger, was renamed Rykoff-
Sexton, Inc. as of the effective time of the Merger (the "Effective Time") and
will continue to be a wholly-owned subsidiary of JP Foodservice.
At the Effective Time, each issued and outstanding share of Common
Stock, par value $.10 per share, of Rykoff-Sexton (the "Rykoff-Sexton Common
Shares") (other than Rykoff-Sexton Common Shares, if any, owned by the
Registrant, JP Foodservice or Rykoff-Sexton, which were canceled) was converted
into the right to receive 0.775 (the "Exchange Ratio") of a share of Common
Stock, par value $.01 per share, of JP Foodservice (the "JP Foodservice Common
Shares"). No fractional JP Foodservice Common Shares will be issued in
connection with the Merger. In lieu of such fractional shares, a holder of
Rykoff-Sexton Common Shares will receive an amount in cash equal to the
fractional portion of a JP Foodservice Common Share such holder would have
received based on the Exchange Ratio multiplied by the average closing price of
a JP Foodservice Common Share over the ten trading days preceding the fifth
trading day prior to consummation of the Merger. In connection with the Merger,
holders of Rykoff-Sexton Common Shares immediately before the Merger are
expected to receive JP Foodservice Common Shares representing approximately 50%
of the JP Foodservice Common Shares outstanding giving effect to the Merger.
Entities holding Rykoff-Sexton Common Shares immediately before the Merger who
are affiliated with Merrill Lynch, Pierce, Fenner & Smith Incorporated, an
international investment banking and advisory firm, are expected to receive JP
Foodservice Common Shares representing approximately 17% of the JP Foodservice
Common Shares outstanding giving effect to the Merger.
At the Effective Time, JP Foodservice assumed each option to purchase
Rykoff-Sexton Common Shares outstanding under certain Rykoff-Sexton director and
employee stock plans immediately before the Merger and all warrants to purchase
Rykoff-Sexton Common Shares outstanding immediately before the Merger. In
connection with the Merger, each assumed option and each assumed warrant was
converted into an option or warrant, as the case may be, to purchase, on the
same terms and conditions as were applicable to such options (subject to
adjustment of the applicable exercise prices thereunder based on the Exchange
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Ratio) and warrants, an adjusted number of JP Foodservice Common Shares based on
the Exchange Ratio.
It is intended that the Merger will be accounted for by JP Foodservice
as a pooling of interests in accordance with generally accepted accounting
principles and that the Merger will constitute a "reorganization" within the
meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.
The Joint Proxy Statement/Prospectus dated November 24, 1997 of the
Predecessor Registrant and JP Foodservice, which forms a part of JP
Foodservice's Registration Statement on Form S-4 (Registration No. 333-32711)
declared effective by the Securities and Exchange Commission on November 24,
1997, sets forth certain information regarding the Merger, JP Foodservice,
the Predecessor Registrant and the Registrant.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
RYKOFF-SEXTON, INC.
By: /s/ Lewis Hay, III
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Lewis Hay, III
Senior Vice President
Date: January 8, 1998
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