<PAGE> 1
As filed with the Securities and Exchange Commission on April 7, 1997
REGISTRATION NO. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------
PERFORMANCE FOOD GROUP COMPANY
(Exact name of registrant as specified in its charter)
TENNESSEE 5141 54-0402940
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation Classification Identification
or organization) Code Number) Number)
6800 PARAGON PLACE, STE. 500
RICHMOND, VIRGINIA 23230
(804) 285-7340
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
-------------------
ROGER L. BOEVE
6800 PARAGON PLACE, STE. 500
RICHMOND, VIRGINIA 23230
(804) 285-7340
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPY TO:
F. MITCHELL WALKER, JR.
BASS, BERRY & SIMS PLC
2700 FIRST AMERICAN CENTER
NASHVILLE, TENNESSEE 37238
(615) 742-6200
---------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: FROM
TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 of the Securities
Act of 1933, other than securities offered only in connection with dividend or
interest reimbursement plans, check the following box. [X]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================================
Proposed Maximum
Title of Each Class of Amount to Proposed Maximum Aggregate Amount of
Securities to be Registered be Registered Offering Price per Share(1) Offering Price(1) Registration Fee
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock............................ 1,000,000 shares $16.25 $16,250,000 $4,925
===============================================================================================================================
</TABLE>
(1) Pursuant to Rule 457(c), the price is estimated solely for the purpose
of calculating the registration fee and is based on the average of high
and low reported sales prices of the Common Stock of the Registrant on
the Nasdaq Stock Market on April 3, 1997.
---------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY
DETERMINE.
================================================================================
<PAGE> 2
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD
NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION
STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER
TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE
OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE
WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE
SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION DATED APRIL ____, 1997.
PROSPECTUS
1,000,000 SHARES
PERFORMANCE FOOD GROUP COMPANY
COMMON STOCK
This Prospectus constitutes a prospectus of Performance Food Group
Company, a Tennessee corporation (the "Company"), with respect to up to
1,000,000 shares of common stock, par value $.01 per share (the "Common Stock"),
which may be offered and issued by the Company from time to time in connection
with future acquisitions of assets or securities of companies in the foodservice
industry, including assets or companies engaging in the processing, marketing or
distribution of food products or other ancillary or related businesses. The
consideration offered by the Company in such acquisitions in addition to the
shares of Common Stock may include cash, debt or other securities (which may be
convertible into shares of Common Stock covered by this Prospectus), or the
assumption by the Company of liabilities of the business being acquired, or any
combination thereof.
It is contemplated that the terms of future acquisitions will be
determined by negotiations between the Company and the management or the owners
of the assets to be acquired or the owners of the securities (including newly
issued securities) to be acquired, with the Company taking into account the
quality of management, the past and potential earning power and growth of the
assets or securities to be acquired, and other relevant factors. On April 3,
1997, the last reported sale price of the Common Stock on The Nasdaq Stock
Market's National Market (the "Nasdaq Stock Market") was $16.00 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
---------------------------
The date of this Prospectus is April __, 1997.
<PAGE> 3
OUTSTANDING SECURITIES COVERED BY THIS PROSPECTUS
This Prospectus has also been prepared for use by the persons who may
receive from the Company Common Stock in acquisitions and who may be entitled
to offer such Common Stock under circumstances requiring the use of a
Prospectus (such persons being referred to under this caption as
"Shareholders"); provided, however, that no Shareholder will be authorized to
use this Prospectus for any offer of such Common Stock without first obtaining
the consent of the Company. The Company may consent to the use of this
Prospectus for a limited period of time by the Shareholders and subject to
limitations and conditions which may be varied by agreement between the Company
and the Shareholders. Resales of such shares may be made on the Nasdaq Stock
Market or any exchange on which the Company's Common Stock may be listed, in
the over-the-counter market, in private transactions or pursuant to
underwriting agreements.
Agreements with Shareholders permitting use of this Prospectus may provide
that any such offering be effected in an orderly manner through securities
dealers, acting as broker or dealer, selected by the Company; that Shareholders
enter into custody agreements with respect to such shares; and that sales be
made only by one or more of the methods described in this Prospectus, as
appropriately supplemented or amended when required. The Shareholders may be
deemed to be underwriters within the meaning of the Securities Act of 1933, as
amended (the "Securities Act").
When resales are to be made through a broker or dealer selected by the
Company, it is anticipated that such a firm may be engaged to act as the
Shareholders' agent in the sale of shares by such Shareholders. The commission
paid to the firm will be an ordinary commission (including negotiated
commissions or mark-ups to the extent permissible). Sales of shares by the firm
may be made on the Nasdaq Stock Market or any exchange from time to time at
prices related to prices then prevailing. Any such sales may be by block trade.
Any such firm may be deemed to be an underwriter within the meaning of the
Securities Act, and any commissions earned by such firm may be deemed to be
underwriting discounts and commissions under the Securities Act.
Upon the Company being notified by a Shareholder that any block trade has
taken place, a supplemental Prospectus, if required, will be filed pursuant to
Rule 424 under the Securities Act, disclosing the name of the firm, the number
of shares involved, the price at which such shares were sold by such
Shareholder, and the commissions to be paid by such Shareholder to such firm.
2
<PAGE> 4
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by the Company with the Securities
Exchange Commission (the "Commission") are incorporated by reference into this
Prospectus:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
December 28, 1996;
(2) The Company's Current Report on Form 8-K dated January 13, 1997, as
amended by the Current Report on Form 8-K/A, dated March 13, 1997, relating to
the acquisition of certain net assets of McLane Foodservice-Temple, Inc.; and
(3) The Registration Statement on Form 8-A with respect to the Common
Stock dated August 12, 1993.
In addition, documents filed by the Company subsequent to the date of
this Prospectus pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the termination
of the offering of the Common Stock hereunder, shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date any such document is filed.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein,
or in any other subsequently filed document that is also incorporated or deemed
to be incorporated by reference herein, modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus. Subject to the
foregoing, all information appearing in this Prospectus is qualified in its
entirety by the information appearing in the documents incorporated herein by
reference.
The Company will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon written or oral
request of such person, a copy of any or all of the documents which have been or
may be incorporated by reference herein or delivered herewith, other than
exhibits to such documents (unless such exhibits are specifically incorporated
by reference into such documents). Requests for such copies should be directed
to Roger L. Boeve, Chief Financial Officer, Performance Food Group Company, 6800
Paragon Place, Suite 500, Richmond, Virginia 23230.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Exchange Act, and, in accordance therewith, files reports, proxy statements and
other information with the Commission. Such reports, proxy statements and other
information concerning the Company can be inspected at, and copies thereof may
be obtained at prescribed rates from, the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, DC 20549, and from the
Commission's Regional Offices at 7 World Trade Center, Suite 1300, New York, New
York 10048, and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511. The Commission maintains a Web site at http://www.sec.gov
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission. The Common
Stock is listed on The Nasdaq Stock Market and reports and other information
concerning the Company can be inspected at The Nasdaq Stock Market, 9513 Key
West Avenue, 3rd Floor, Rockville, Maryland 20850.
The Company has filed with the Commission a Registration Statement on
Form S-4 under the Securities Act with respect to the Common Stock offered
hereby. This Prospectus constitutes a part of the Registration Statement and
does not contain all of the information set forth in the Registration Statement
and the exhibits and schedules thereto, certain portions of which have been
omitted in accordance with the rules and regulations of the Commission.
Statements contained in this Prospectus as to any contracts, agreements or
other documents filed as an exhibit to, or incorporated by reference in, the
Registration Statement are qualified in all respects to the copy of such
contract, agreement or other document filed as an exhibit or incorporated by
reference in the Registration Statement. For further information with respect
to the Company and the Common Stock offered hereby, reference is hereby made to
the Registration Statement, including the exhibits and schedules thereto. The
Registration Statement, together with exhibits and schedules thereto, may be
inspected, without charge, at the Commission's principal office at 450 Fifth
Street, N.W., Washington, D.C. 20549, and also at the regional offices of the
Commission listed above or through the Commission's Internet Web site. Copies
of such material may also be obtained from the Commission upon the payment of
prescribed fees.
3
<PAGE> 5
THE COMPANY
Performance Food Group Company (the "Company") markets and distributes
a wide variety of food and food-related products to the foodservice, or "away
from home eating," industry. The foodservice industry consists of two major
customer types: "traditional" foodservice customers consisting of independent
restaurants, hotels, cafeterias, schools, healthcare facilities and other
institutional customers, and "multi-unit chain" customers consisting of regional
and national quick-service restaurants and casual dining restaurants. Products
and services provided to the Company's traditional and multi-unit chain
customers are supported by identical physical facilities, vehicles, equipment
and personnel. The Company's customers are located primarily in the Southern,
Southwestern, Midwestern and Northeastern United States. The Company operates
through a number of subsidiaries, each of which focuses on specific regional
markets or sectors of the foodservice distribution industry.
The Company's objective is to continue to grow its foodservice
distribution business through both internal growth and acquisitions. The
Company's internal growth strategy is to increase sales to existing customers
and identify new customers for whom the Company can act as the principal
supplier. The Company also intends to consider, from time to time, strategic
acquisitions of other foodservice distribution companies both to further
penetrate existing markets and to expand into new markets. Finally, the Company
strives to achieve higher productivity in its existing operations.
The shares of Common Stock covered by this Prospectus are available for
use in future acquisitions of assets or securities of companies in the
foodservice industry, including assets or companies engaging in the processing,
marketing or distribution of food products or other ancillary or related
businesses. The consideration offered by the Company in such acquisitions in
addition to the shares of Common Stock offered by this Prospectus may include
such cash, debt or other securities (which may be convertible into shares of
Common Stock covered by this Prospectus), or assumption by the Company of
liabilities of the business being acquired, or a combination thereof. It is
contemplated that the terms of future acquisitions will be determined by
negotiations between the Company and the management or the owners of the assets
to be acquired or the owners of the securities (including newly issued
securities) to be acquired, with the Company taking into account the quality of
management, the past and potential earning power and growth of the assets or
securities to be acquired, and other relevant factors.
Performance Food Group Company's executive offices are located at 6800
Paragon Place, Suite 500, Richmond, Virginia 23230. The Company's phone number
at that location is (804) 285-7340.
4
<PAGE> 6
SELECTED CONSOLIDATED FINANCIAL DATA
The following table sets forth selected consolidated financial data of
the Company as of and for the preceding five fiscal years. The statement of
earnings and balance sheet data for the preceding five fiscal years have been
derived from the Company's consolidated financial statements which have been
audited by KPMG Peat Marwick LLP. The information set forth below should be read
in conjunction with the Company's Consolidated Financial Statements and Notes
thereto and other financial information incorporated by reference into this
Prospectus.
<TABLE>
<CAPTION>
FISCAL YEAR ENDED
---------------------------------------------------------------------------
January 2, January 1, December 31, December 30, December 28,
1993 1994 1994 1995 1996
---------- ---------- ------------ ------------ ------------
(In thousands, except per share data)
<S> <C> <C> <C> <C> <C>
STATEMENT OF EARNINGS DATA:
Net sales $ 325,575 $ 379,363 $ 473,414 $ 664,123 $ 784,219
Cost of goods sold 274,152 319,986 405,104 568,097 673,407
--------- --------- --------- --------- ---------
Gross profit 51,423 59,377 68,310 96,026 110,812
Operating expenses 45,297 50,588 60,125 80,302 92,227
--------- --------- --------- --------- ---------
Operating profit 6,126 8,789 8,185 15,724 18,585
--------- --------- --------- --------- ---------
Other income (expense):
Interest expense (1,955) (1,311) (388) (2,727) (627)
Interest income 25 53 8 16 20
Other, net (70) 81 (286) (2) 156
--------- --------- --------- --------- ---------
Other expense, net (2,000) (1,177) (666) (2,713) (451)
--------- --------- --------- --------- ---------
Earnings before income taxes and
cumulative effect of accounting change
4,126 7,612 7,519 13,011 18,134
Income tax expense 1,721 3,092 2,985 5,088 7,145
--------- --------- --------- --------- ---------
Earnings before cumulative effect of
accounting change 2,405 4,520 4,534 7,923 10,989
Cumulative effect of change in method of
accounting for income taxes 157 -- -- -- --
--------- --------- --------- --------- ---------
Net earnings $ 2,248 $ 4,520 $ 4,534 $ 7,923 $ 10,989
========= ========= ========= ========= =========
PER SHARE DATA:
Earnings before cumulative effect of
accounting change $ 0.36 $ 0.60 $ 0.47 $ 0.82 $ 0.94
Cumulative effect of change in method of
accounting for income taxes 0.02 -- -- -- --
--------- --------- --------- --------- ---------
Net earnings $ 0.34 $ 0.60 $ 0.47 $ 0.82 $ 0.94
========= ========= ========= ========= =========
Weighted average common shares and
common share equivalents outstanding 6,673 7,501 9,600 9,631 11,686
========= ========= ========= ========= =========
OTHER DATA:
Depreciation and amortization $ 2,313 $ 2,870 $ 3,481 $ 5,319 $ 5,484
Capital expenditures 2,837 9,105 12,436 13,921 9,074
BALANCE SHEET DATA (END OF PERIOD):
Working capital $ 5,903 $ 19,183 $ 16,386 30,299 $ 42,967
Property, plant and equipment, net 19,970 26,411 35,352 51,640 55,697
Total assets 63,844 83,488 99,075 155,134 182,897
Short-term debt (including current
installments of long-term debt) 9,381 1,893 3,211 3,210 650
Long-term debt 14,685 5,700 4,966 37,009 7,225
Shareholders' equity 11,431 40,643 46,263 55,791 101,135
</TABLE>
5
<PAGE> 7
LEGAL MATTERS
Certain legal matters with respect to the validity of the Common Stock
offered hereby will be passed upon for the Company by Bass, Berry & Sims PLC,
Nashville, Tennessee.
EXPERTS
The consolidated financial statements of the Company and related
financial statement schedule as of December 28, 1996 and December 30, 1995, and
for each of the fiscal years in the three-year period ended December 28, 1996,
have been incorporated by reference herein and in this registration statement
in reliance upon the report of KPMG Peat Marwick LLP, independent auditors,
incorporated by reference herein, and upon the authority of said firm as
experts in accounting and auditing.
The financial statements of McLane Foodservice - Temple, Inc. as of
November 1, 1996, and for the ten fiscal periods then ended, have been
incorporated by reference herein and in this registration statement in reliance
upon the report of KPMG Peat Marwick LLP, independent auditors, incorporated by
reference herein, and upon the authority of said firm as experts in accounting
and auditing.
6
<PAGE> 8
NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS, AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION SHOULD NOT BE RELIED UPON
AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE, THE SHARES OF COMMON
STOCK OFFERED HEREBY, BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR
SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL
TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE
HEREOF OR THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE HEREOF.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Outstanding Securities Covered By This Prospectus........................... 2
Incorporation of Certain Information By
Reference ............................................................. 3
Available Information ...................................................... 3
The Company ................................................................ 4
Selected Consolidated Financial Data ....................................... 5
Legal Matters .............................................................. 6
Experts .................................................................... 6
</TABLE>
1,000,000 SHARES
PERFORMANCE FOOD GROUP
COMPANY
Common Stock
--------------
PROSPECTUS
--------------
April ___, 1997
<PAGE> 9
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Tennessee Business Corporation Act ("TBCA") provides that a
corporation may indemnify any of its directors and officers against liability
incurred in connection with a proceeding if (i) the director or officer acted in
good faith, (ii) in the case of conduct in his or her official capacity with the
corporation, the director or officer reasonably believed such conduct was in the
corporation's best interest, (iii) in all other cases, the director or officer
reasonably believed that his or her conduct was not opposed to the best interest
of the corporation, and (iv) in connection with any criminal proceeding, the
director or officer had no reasonable cause to believe that his or her conduct
was unlawful. In actions brought by or in the right of the corporation, however,
the TBCA provides that no indemnification may be made if the director or officer
was adjudged to be liable to the corporation. In cases where the director or
officer is wholly successful, on the merits or otherwise, in the defense of any
proceeding instigated because of his or her status as an officer or director of
a corporation, the TBCA mandates that the corporation indemnify the director or
officer against reasonable expenses incurred in the proceeding. The TBCA also
provides that in connection with any proceeding charging improper personal
benefit to an officer or director, no indemnification may be made if such
officer or director is adjudged liable on the basis that personal benefit was
improperly received. Notwithstanding the foregoing, the TBCA provides that a
court of competent jurisdiction, upon application, may order that an officer or
director be indemnified for reasonable expenses if, in consideration of all
relevant circumstances, the court determines that such individual is fairly and
reasonably entitled to indemnification, notwithstanding the fact that (i) such
officer or director was adjudged liable to the corporation in a proceeding by or
in right of the corporation; (ii) such officer or director was adjudged liable
on the basis that personal benefit was improperly received by him; or (iii) such
officer or director breached his duty of care to the corporation.
The Company's Restated Charter and Bylaws provide that to the fullest
extent permitted by law no director shall be personally liable to the Company or
its shareholders for monetary damages for breach of any fiduciary duty as a
director. Under the TBCA, this provision relieves the Company's directors from
personal liability to the Company or its shareholders for monetary damages for
breach of fiduciary duty as a director, except for liability arising from a
judgment or other final adjudication establishing (i) any breach of the
director's duty of loyalty, (ii) acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, or (iii) any
unlawful distributions. The Company has entered into indemnification agreements
with each of its directors and executive officers. The Company currently has in
effect an executive liability insurance policy which provides coverage for its
directors and officers.
II-1
<PAGE> 10
ITEM 21. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C> <C>
3.1 -- Amended and Restated Charter of the Registrant
(incorporated by reference to the Company's
Registration Statement No. 33-64930 on Form S-1)
3.2 -- Restated Bylaws of the Registrant (incorporated by
reference to the Company's Registration Statement No.
33-64930 on Form S-1)
4 -- Form of Common Stock Certificates (incorporated by
reference to the Company's Registration Statement No.
33-64930 on Form S-1)
5 -- Opinion of Bass, Berry & Sims PLC
23.1 -- Consent of KPMG Peat Marwick LLP
23.2 -- Consent of KPMG Peat Marwick LLP regarding McLane
Foodservice- Temple, Inc.
23.3 -- Consent of Bass, Berry & Sims PLC (included in
opinion filed as Exhibit 5)
</TABLE>
- ------------------
II-2
<PAGE> 11
ITEM 22. UNDERTAKINGS.
The Registrant undertakes:
(1) to file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in the volume
of securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high and of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum offering price set forth in the "Calculation of Registration Fee" table
in the effective registration statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the registration statement;
(2) that, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be a new
registration statement relating to the initial bona fide offering thereof.
(3) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Exchange Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under Item 20 above, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes as follows: that prior to any
public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this Registration Statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information called
for by the other Items of the applicable form.
The Registrant undertakes that every prospectus (i) that is filed pursuant
to the paragraph immediately preceding, or (ii) that purports to meet the
requirements of Section 10(a)(3) of the Securities Act and is used in connection
with an offering of securities subject to Rule 415 will be filed as part of an
amendment to the Registration Statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability
under the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
The undersigned Registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the Prospectus pursuant to
Item 4, 10(b), 11 or 13 of this form, within one business day of receipt of such
request, and to send the incorporated documents by first class mail or other
equally prompt means. This includes information contained in documents filed
subsequent to the effective date of the Registration Statement through the date
of responding to the request.
The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the Registration Statement when it became effective.
II-3
<PAGE> 12
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of
Virginia on April 7, 1997.
PERFORMANCE FOOD GROUP COMPANY
By: /s/ Robert C. Sledd
-----------------------------------------
Robert C. Sledd, Chairman
SIGNATURE PAGE AND POWER OF ATTORNEY
Know all men by these presents, that each person whose signature
appears below constitutes and appoints Robert C. Sledd and Roger L. Boeve (with
full power to each of them to act alone) as his true and lawful attorney-in-fact
and agent, with full power of substitution, for him and in his name, place and
stead in any and all capacities to sign any or all amendments or post-effective
amendments to this Registration Statement, including post-effective amendments
filed pursuant to Rule 462(b) of the Securities Act, as amended, and to file the
same with all exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, to sign any and all applications,
registration statements, notices or other document necessary or advisable to
comply with the applicable state securities laws, and to file the same, together
with all other documents in connection therewith, with the appropriate state
securities authorities, granting unto said attorneys-in-fact and agents or any
of them, or their or his substitute or substitutes, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, thereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Robert C. Sledd Chairman, Chief Executive April 7, 1997
- ------------------------------ Officer and Director (Principal
Robert C. Sledd Executive Officer)
President, Chief Operating
- ------------------------------ Officer and Director
C. Michael Gray
/s/ Jerry J. Caro Founding Chairman, Senior April 7, 1997
- ------------------------------ Vice President and Director
Jerry J. Caro
/s/ Roger L. Boeve Executive Vice President and April 7, 1997
- ------------------------------ Chief Financial Officer
Roger L. Boeve (Principal Financial Officer and
Principal Accounting Officer)
/s/ Fred C. Goad Director April 7, 1997
- ------------------------------
Fred C. Goad
/s/ Timothy M. Graven Director April 7, 1997
- ------------------------------
Timothy M. Graven
/s/ Charles E. Adair Director April 7, 1997
- ------------------------------
Charles E. Adair
</TABLE>
II-4
<PAGE> 13
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
<S> <C>
3.1 -- Amended and Restated Charter of the Registrant (incorporated
by reference to the Company's Registration Statement No.
33-64930 on Form S-1)
3.2 -- Restated Bylaws of the Registrant (incorporated by reference
to the Company's Registration Statement No. 33-64930 on Form
S-1)
4 -- Form of Common Stock Certificates (incorporated by reference
to the Company's Registration Statement No. 33-64930 on Form
S-1)
5 -- Opinion of Bass, Berry & Sims PLC
23.1 -- Consent of KPMG Peat Marwick LLP
23.2 -- Consent of KPMG Peat Marwick LLP regarding McLane
Foodservice-Temple, Inc.
23.3 -- Consent of Bass, Berry & Sims PLC (included in opinion filed
as Exhibit 5)
</TABLE>
<PAGE> 1
Exhibit 5
B A S S, B E R R Y & S I M S P L C
A PROFESSIONAL LIMITED LIABILITY COMPANY
ATTORNEYS AT LAW
2700 FIRST AMERICAN CENTER 1700 RIVERVIEW TOWER
NASHVILLE, TENNESSEE 37238-2700 POST OFFICE BOX 1509
TELEPHONE (615) 742-6200 KNOXVILLE, TENNESSEE 37901-1509
TELECOPIER (615) 742-6293 TELEPHONE (423) 521-6200
TELECOPIER (423) 521-6234
April 7, 1997
Performance Food Group Company
6800 Paragon Place, Suite 500
Richmond, Virginia 23230
Re: Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as your counsel in connection with your preparation of a
Registration Statement on Form S-4 (the "Registration Statement") to be filed by
you with the Securities and Exchange Commission (the "Commission") on April 7,
1997, covering 1,000,000 shares, par value $.01 per share, of common stock (the
"Common Stock") of Performance Food Group Company (the "Company").
In connection with this opinion, we have examined and relied upon such
records, documents, certificates, and other instruments as in our judgment are
necessary or appropriate in order to express the opinions hereinafter set forth
and have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, and the conformity to original documents
of all documents submitted to us as certified or photostatic copies.
Based on the foregoing and such other matters as we have deemed relevant,
we are of the opinion that the shares of Common Stock to be issued by the
Company upon authorization by the Board of Directors of the Company of the
specific acqusitions subject of the Registration Statement and, when issued and
delivered, against receipt by the Company of the agreed consideration therefor,
which consideration shall have been determined by the Board to be adequate,
will be validly issued, fully paid, and nonassessable.
We hereby consent to the reference to our law firm in the Registration
Statement under the capiton "Legal Matters" and the filing of this opinion
with the Commission as Exhibit 5 to the Registration Statement.
Very truly yours,
/s/ Bass, Berry & Sims PLC
<PAGE> 1
Exhibit 23.1
Consent of Independent Auditors
The Board of Directors
Performance Food Group Company:
We consent to incorporation by reference in the registration statement on
Form S-4 of Performance Food Group Company of our reports dated February 7,
1997, relating to the consolidated balance sheets of Performance Food Group
Company and subsidiaries as of December 28, 1996 and December 30, 1995, the
related consolidated statements of earnings, shareholders' equity and cash
flows, and the related financial statement schedule,for each of the fiscal
years in the three-year period ended December 28, 1996, which reports are
included in the 1996 annual report on Form 10-K of Performance Food Group
Company, incorporated by reference into the registration statement, and to the
reference to our firm under the headings "Selected Consolidated Financial Data"
and "Experts" in the prospectus.
KPMG Peat Marwick LLP
Richmond, Virginia
April 4, 1997
<PAGE> 1
Exhibit 23.2
Consent of Independent Auditors
The Board of Directors
Performance Food Group Company:
We consent to incorporation by reference in the registration statement on
Form S-4 of Performance Food Group Company of our report dated December 18,
1996, except as to note 10, which is as of December 29, 1996, relating to the
balance sheet of McLane Foodservice - Temple, Inc. as of November 1, 1996, and
the related statements of earnings, shareholder's equity and cash flows for
the ten fiscal periods then ended, which report is included in the March 13,
1997 Form 8-K/A of Performance Food Group Company, incorporated by reference
into the registration statement, and to the reference to our firm under the
headings "Selected Consolidated Financial Data" and "Experts" in the
prospectus.
KPMG Peat Marwick LLP
Richmond, Virginia
April 4, 1997
