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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Performance Food Group Company
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
713755106
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(CUSIP Number)
*The remainder of this cover page shall be filled out for a 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 the disclosures provided in a prior cover page.
The information required in 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).
(Continued on following(s))
Page 1 of 4 Pages
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CUSIP No. 713755106 13G/A Page 2 of 4 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON
Performance Food Group Company Employee Savings and Stock
Ownership Plan and Trust
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
N/A (b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 5 SOLE VOTING POWER
SHARES -0-
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BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 541,284
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EACH 7 SOLE DISPOSITIVE POWER
REPORTING -0-
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PERSON 8 SHARED DISPOSITIVE POWER
WITH 1,391,462
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,391,462
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.0%
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12 TYPE OF REPORTING PERSON*
EP
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*SEE INSTRUCTION BEFORE FILLING OUT!
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Page 3 of 4 Pages
SCHEDULE 13G/A
<TABLE>
<CAPTION>
Description
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<S> <C> <C>
Item 1(a). Name of Issuer: Performance Food Group Company
Item 1(b). Address of Issuer's 6800 Paragon Place, Suite 500
Principal Executive Richmond, VA 23230
Offices:
Item 2(a). Name of Person Filing: Performance Food Group Company
Employee Savings and Stock
Ownership Plan and Trust (the "Plan")
Item 2(b). Address of Principal 6800 Paragon Place, Suite 500
Business Office: Richmond, VA 23230
Item 2(c). Citizenship: United States
Item 2(d). Title of Class Common stock ("Common Stock")
of Securities:
Item 2(e). CUSIP Number: 713755106
</TABLE>
Item 3. If this statement is filed pursuant to 13d-1(b), or 13d-2(b),
check whether the person is a f) |X| Employment Benefit Plan,
Pension Fund which is subject to the provision of the Employee
Retirement Income Security Act of 1974 or Endowment Fund; see
Rule 240.13d-1(b)(ii)(F).
Item 4. Ownership:
As of December 31, 1998, there were 1,391,462 shares of
common stock of the Company (the "Shares") held within the Plan
(11.0% of the total outstanding Shares), of which 850,178 shares
have been allocated to the accounts of participants. Total Shares
over which the Plan has shared voting power is 541,284 (4.3% of
the total outstanding Shares) and total shares over which the
Plan has shared dispositive power is 1,391,462 (11.0% of the
total outstanding Shares). The Plan has sole voting and sole
disposition power over no Shares.*
Item 5. Ownership of Five Percent or Less of a Class:
Not applicable.
*The Plan is administered by a committee appointed by the Board of
Directors of the Company, which committee is comprised of, Roger L. Boeve, the
Company's Chief Financial Officer, David W. Sober, the Company's Vice President
for Human Resources and John D. Austin, the Company's Corporate Treasurer. The
committee directs investment decisions (other than permitted participant
directed transactions) and shares voting power with the Plan trustees with
respect to unallocated Shares in the Plan.
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Page 4 of 4 Pages
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company:
Not applicable.
Item 8. Identification and Classification of Members of the Group:
Not applicable.
Item 9. Notice of Dissolution of Group:
Not applicable.
Item 10. Certification:
By signing below I certify that, to the best of my
knowledge and belief the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a participant in any
transactions having such purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief
of the undersigned, I certify that the information set forth in this statement
is true, complete and correct as of this 3rd day of February, 1999.
PERFORMANCE FOOD GROUP COMPANY EMPLOYEE
SAVINGS AND STOCK OWNERSHIP PLAN AND
TRUST
By: /s/ Roger L. Boeve
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Roger L. Boeve, Trustee
By: /s/ David W. Sober
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David W. Sober, Trustee
By: /s/ John D. Austin
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John D. Austin, Trustee
