UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
Performance Food Group Company
(Name of Issuer)
Common Stock
(Title of Class of Securities)
713755106
(CUSIP Number)
Wayne E. Tumlin, Esq.
Bernstein, Shur, Sawyer & Nelson
100 Middle Street
PO Box 9729
Portland, Maine 04104
(207) 774-1200
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 26, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 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 [ ].
* The remainder of this cover page shall be filled out for reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
CUSIP No. 713755106
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(1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only)
H.Allen Ryan
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(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
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(3) SEC Use Only
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(4) Source of Funds
OO (Merger)
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
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(6) Citizenship or Place of Organization
United States of America
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Number of (7) Sole Voting Power
Shares 850,191
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Beneficially (8) Shared Voting Power
Owned by -0-
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Each (9) Sole Dispositive Power
Reporting 850,191
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Person (10) Shared Dispositive Power
With -0-
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(11) Aggregate Amount of Beneficially Owned by Each Reporting Person
850,191 shares of common stock
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ].
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(13) Percent of Class Represented by Amount in Row (11)
6.8%
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(14) Type of Reporting Person
IN
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Item 1. Security and Issuer
-------------------
This statement relates to the Common Stock, $.01 par value (the
"Common Stock"), of Performance Food Group Company (the "Issuer"). The
principal executive offices of the Issuer are located at 6800 Paragon Place,
Suite 500, Richmond, Virginia 23230.
Item 2. Identity and Background
-----------------------
(a) Name: H. Allen Ryan
(b) Business
Address: NorthCenter Foodservice Corporation
Dalton Road
P.O. Box 2628
Augusta, Maine 04338
(c) Occupation: President of NorthCenter Foodservice Corporation,
a broadline foodservice distributor with an
address of:
Dalton Road
P.O. Box 2628
Augusta, Maine 04338
(d) H. Allen Ryan has not, during the last five years, been
convicted in a criminal proceeding.
(e) H. Allen Ryan has not, during the last five years, been a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of which he was or is subject to a
judgement, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or findings or finding any violation with respect to such laws.
(f) H. Allen Ryan is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
H. Allen Ryan acquired 850,176 shares of the Common Stock in exchange
for 1000 shares of the common stock of NorthCenter Foodservice Corporation
pursuant to an Agreement and Plan of Merger dated February 2, 1999, by and
among the Issuer, H. Allen Ryan, NorthCenter Foodservice Corporation, NCF
Acquisition, Inc., and Down River Investors, L.P. Prior to such exchange,
Mr. Ryan owned 15 shares of the Common Stock. Mr. Ryan did not purchase any
of the Common Stock with borrowed funds.
Item 4. Purpose of Transaction
----------------------
H. Allen Ryan acquired substantially all of the shares of the Common
Stock (850,176 shares) as part of a merger between NorthCenter Foodservice
Corporation and NCF Acquisition, Inc., a wholly owned subsidiary of the
Issuer, with the surviving separate corporate existence resulting from such
Merger being NorthCenter Foodservice Corporation, which thereupon became a
wholly owned subsidiary of the Issuer. Mr. Ryan acquired the Common Stock
as consideration for the merger and for investment purposes. Although Mr.
Ryan does not have any current plan to dispose of the shares of the Common
Stock, Mr. Ryan will continue to evaluate the ownership of the Common Stock
and may consider the following future courses of action: (i) continuing to
hold the Common Stock for investment; (ii) disposing of all or a portion of
the Common Stock in open market sales or in privately-negotiated
transactions; (iii) acquiring additional shares of the Common Stock in the
open market or in privately-negotiated transactions; or (iv) entering into
short sales or other hedging transactions with respect to the Common Stock.
Mr. Ryan's future actions with regard to this investment are dependent on
his evaluation of a variety of circumstances affecting the Issuer in the
future, including the market price of the Common Stock and the Issuer's
prospects.
Item 5. Interest in Securities of the Issuer
------------------------------------
(a) As of February 26, 1999, H. Allen Ryan beneficially owns
850,191 shares of the Common Stock, which represents
approximately 6.8% of the Common Stock currently outstanding.
(b) As of February 26, 1999, H. Allen Ryan has sole power to vote
or direct to vote and dispose or direct the disposition of
850,191 shares of the Common Stock.
(c) Except as described in Item 3 above, no person described in
paragraph (a) of this Item 5 has effected any transaction in
the Common Stock during the past 60 days.
(d) Not applicable
(e) Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with
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Respect to Securities of the Issuer
-----------------------------------
Mr. Ryan is not a party to any contract, arrangement, understanding,
or relationship (legal or otherwise) with any person with respect to the
Common Stock, including transfer or voting thereof, finder's fees, joint
ventures, loans or options arrangements, puts or calls, guarantees of
profits, division of profits or losses, or the giving or withholding of
proxies.
Item 7. Material to be Filed as Exhibits
--------------------------------
None.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
March 2, 1999
/s/ H. Allen Ryan
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H. Allen Ryan, individually
