<PAGE> 1
As filed with the Securities and Exchange Commission on October 23, 2000
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PERFORMANCE FOOD GROUP COMPANY
(Exact Name of Registrant as Specified in its Charter)
TENNESSEE
(State or Other Jurisdiction of Incorporation or Organization)
54-0402940
(I.R.S. Employee Identification Number)
6800 PARAGON PLACE, SUITE 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
PERFORMANCE FOOD GROUP COMPANY
6800 PARAGON PLACE, SUITE 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
315 DEADERICK STREET, SUITE 2700
NASHVILLE, TENNESSEE 37238
(615) 742-6200
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Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement, as
determined by the Registrant.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
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If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================
Proposed Maximum Amount of
Title of Each Class of Aggregate Offering Registration
Securities to be Registered Price(1) (2) Fee
--------------------------------------------------------------------------------
<S> <C> <C>
Debt Securities(3)(4)
Preferred Stock, $0.01 par value(5)
Common Stock, $0.01 par value(5)(6),
and associated rights to purchase
Series A Preferred Stock
Warrants
Total $300,000,000 $79,200.00
================================================================================
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee,
which is calculated in accordance with Rule 457(o).
(2) Not specified as to each class of securities to be registered hereunder
pursuant to General Instruction II(D) to Form S-3 under the Securities
Act of 1933.
(3) If any debt securities are issued at an original issue discount, then
such greater amount as may be sold for an aggregate initial offering
price of up to the proposed maximum aggregate offering price.
(4) In addition to any debt securities that may be issued directly under
this Registration Statement, there is being registered hereunder such
indeterminate amount of debt securities as may be issued upon
conversion or exchange of other debt securities or preferred stock,
for which no consideration will be received by the Registrant.
(5) Such indeterminate number of shares of preferred stock and common
stock as may be issued from time to time at indeterminate prices. In
addition to any preferred stock and common stock that may be issued
directly under this Registration Statement, there are being registered
hereunder such indeterminate number of shares of preferred stock and
common stock, as may be issued upon conversion or exchange of debt
securities or preferred stock as the case may be, for which no
separate consideration will be received by the Registrant.
(6) The aggregate amount of common stock registered hereunder is limited,
solely for purpose of any at the market offering, to that which is
permissible under Rule 415(a)(4) of the Securities Act of 1933.
---------------
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 the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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<PAGE> 3
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
PROSPECTUS
SUBJECT TO COMPLETION, DATED OCTOBER 23, 2000
Performance Food Group Company
6800 Paragon Place, Suite 500
Richmond, Virginia 23230
(804) 285-7340
Debt Securities
Preferred Stock
Common Stock
Warrants
We may from time to time sell up to $300,000,000 aggregate offering
price of:
- our secured or unsecured debt securities, in one or more
series, which may be either senior, senior subordinated or
subordinated debt securities;
- shares of our preferred stock, par value $0.01 per share, in
one or more series;
- shares of our common stock, par value $0.01 per share;
- warrants to purchase our common stock; or
- any combination of the foregoing.
We will provide the specific terms of these securities in supplements
to this prospectus. You should read this prospectus and any prospectus
supplement, as well as the documents incorporated or deemed to be incorporated
by reference in this prospectus, carefully before you invest.
SEE "RISK FACTORS" BEGINNING ON PAGE 2 FOR A DISCUSSION OF MATERIAL
RISKS THAT YOU SHOULD CONSIDER BEFORE YOU INVEST IN OUR SECURITIES BEING SOLD
WITH THIS PROSPECTUS.
Our common stock is traded on the Nasdaq Stock Market's National Market
under the symbol "PFGC".
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
--------------------
We will sell these securities directly, through agents, dealers or
underwriters as designated from time to time, or through a combination of these
methods. We reserve the sole right to accept, and together with our agents, from
time to time, to reject in whole or in part any proposed purchase of securities
to be made directly or through agents. If our agents or any dealers or
underwriters are involved in the sale of the securities, the applicable
prospectus supplement will set forth the names of the agents, dealers or
underwriters and any applicable commissions or discounts.
This prospectus may not be used to consummate sales of securities
unless accompanied by the applicable prospectus supplement.
The date of this prospectus is _________________, 2000.
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RISK FACTORS
You should carefully consider the following factors and other
information in this prospectus, any prospectus supplement and the documents
incorporated or deemed to be incorporated by reference in this prospectus before
deciding to invest in the securities:
Foodservice distribution is a low margin business and is sensitive to economic
conditions.
We operate in the foodservice distribution industry which is
characterized by a high volume of sales with relatively low profit margins. A
significant portion of our sales are at prices that are based on product cost
plus a percentage markup. As a result, our results of operations may be
negatively impacted when the price of food goes down even though our percentage
markup may remain constant. The foodservice industry is also sensitive to
national and regional economic conditions, and the demand for our foodservice
products has been adversely affected from time to time by economic downturns. In
addition, our operating results are particularly sensitive to, and may be
materially adversely impacted by, difficulties with the collectibility of
accounts receivable, inventory control, competitive price pressures and
unexpected increases in wages or other labor costs and fuel or other
transportation-related costs. There can be no assurance that one or more of such
factors will not adversely affect our future operating results. We have
experienced losses due to the uncollectibility of accounts receivable in the
past and could experience such losses in the future.
We rely on major customers.
We derive a substantial portion of our net sales from customers within
the restaurant industry, particularly certain multi-unit chain customers. Sales
to units of Cracker Barrel Old Country Store, Inc. accounted for 17% of our
consolidated net sales in 1999 and 18% of our consolidated net sales in 1998.
Sales to Outback Steakhouses, Inc. accounted for 16% of our consolidated net
sales in 1999 and 15% of our consolidated net sales in 1998. We have no written
assurance from any of our customers as to the level of future sales. A material
decrease in sales to any of our largest customers could have a material adverse
impact on our operating results; however, because of higher volumes and lower
margins typically associated with sales to large accounts, we expect that the
impact of a potential loss of business of our largest customers on our gross
margin and operating income would be less than the impact on our net sales.
Our business is dependent on our ability to complete acquisitions and integrate
their operations.
A significant portion of our historical growth has been achieved
through acquisitions of other foodservice distributors, and our growth strategy
includes additional acquisitions. There can be no assurance that we will be able
to make acquisitions in the future or that any acquisition we do make will be
successful. Furthermore, there can be no assurance that future acquisitions will
not have an adverse effect upon our operating results, particularly in quarters
immediately following the consummation of those transactions, while the
operations of the acquired business are being integrated into our operations.
Following the acquisition of other businesses in the future, we may decide to
consolidate the operations of any acquired business with existing operations,
which may result in the establishment of provisions for consolidation. To the
extent our expansion is dependent upon our ability to obtain additional
financing for acquisitions, there can be no assurance that we will be able to
obtain financing on acceptable terms or at all.
Managing our growth may be difficult.
We have rapidly expanded our operations since inception. This growth
has placed significant demands on our administrative, operational and financial
resources. To the extent that our customer base and our services continue to
grow, this growth is expected to place a significant demand on our
administrative, operational and financial resources. Our future performance and
results of operations will depend in part on our ability to successfully
implement enhancements to our business management systems and to adapt to those
systems as necessary to respond to changes in our business. Similarly, our
growth creates a need for expansion of our facilities from time to time. As we
near maximum utilization of a given facility, operations may be constrained and
inefficiencies may be created which could adversely affect our operating results
until the facility is expanded or volume is shifted to another facility.
Conversely, as we add additional facilities or expand existing facilities,
excess capacity may be created until we are able to expand our operations to
utilize the additional capacity. Any excess capacity may also create
inefficiencies and adversely affect our operating results.
Competition in the foodservice distribution industry is intense, and we may not
be able to compete successfully.
We operate in highly competitive markets, and our future success will
be largely dependent on our ability to provide quality products and services at
competitive prices. Our competition comes primarily from other foodservice
distributors and produce processors. Some of our competitors have substantially
greater financial and other resources and may be better established in their
markets. Our
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management believes that competition for sales is largely based on the quality
and reliability of products and services and, to a lesser extent, price.
Our success depends on our senior management and key employees.
Our success is largely dependent on the skills, experience and efforts
of our senior management. The loss of services of one or more of our senior
management could have a material adverse effect upon our business and
development. In addition, we depend to a substantial degree on the services of
certain key employees. The ability to attract and retain qualified employees in
the future will be a key factor in our success.
The market price for our common stock may be volatile.
From time to time there may be significant volatility in the market
price for our common stock. Our quarterly operating results or the operating
results of other distributors of food and related goods, changes in general
conditions in the economy, the financial markets or the food distribution or
food services industries, natural disasters or other developments affecting us
or our competitors could cause the market price of our common stock to fluctuate
substantially. In addition, in recent years the stock market has experienced
extreme price and volume fluctuations. This volatility has had a significant
effect on the market prices of securities issued by many companies for reasons
unrelated to their operating performance.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus includes or incorporates by reference forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Forward-looking statements,
which are based on assumptions and describe our future plans, strategies and
expectations, are generally identifiable by the use of the words "anticipate,"
"will," "believe," "estimate," "expect," "intend," project," or similar
expressions. These forward-looking statements address, among other things, the
anticipated effects of the offering of the securities hereunder, our anticipated
earnings, sales momentum, customer and product sales mix, expected efficiencies
in our business and our ability to realize expected synergies from acquisitions.
These forward-looking statements are subject to risks, uncertainties and
assumptions about us. Important factors that could cause actual results to
differ materially from the forward-looking statements we make or incorporate by
reference in this prospectus are described under "Risk Factors" and in the
documents incorporated by reference in this prospectus. Those factors include,
but are not limited to:
- the relatively low margins and economic sensitivity of the
foodservice business;
- our reliance on major customers;
- our ability to identify and successfully complete acquisitions
of other foodservice distributors; and
- management of our planned growth.
If one or more of these risks or uncertainties materialize, or if any
underlying assumptions prove incorrect, our actual results, performance or
achievements may vary materially from any future results, performance or
achievements expressed or implied by these forward-looking statements. All
forward-looking statements attributable to us or persons acting on our behalf
are expressly qualified in their entirety by the cautionary statements in this
paragraph. We undertake no obligation to publicly update or revise any
forward-looking statements to reflect future events or developments.
AVAILABLE INFORMATION
We are subject to the information requirements of the Securities
Exchange Act (File No. 0-22192), and we therefore file periodic reports, proxy
statements and other information with the Securities and Exchange Commission
relating to our business, financial statements and other matters. The reports,
proxy statements and other information we file may be inspected and copied at
prescribed rates at the SEC's Public Reference Room at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549 and should be available for inspection and
copying at the SEC's regional offices located at 7 World Trade Center, Suite
1375, New York, New York 10048 and at 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661.
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You may obtain information on the operation of the SEC's Public Reference
Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet
site that contains reports, proxy statements and other information regarding
issuers like us that file electronically with the SEC. The address of the SEC's
Internet site is http://www.sec.gov. Our SEC filings are also available at the
offices of the Nasdaq National Market, 1730 K Street, N.W., Washington, D.C.
20006-1500.
This prospectus constitutes part of a registration statement on Form
S-3 filed under the Securities Act with respect to the securities. As permitted
by the SEC's rules, this prospectus omits some of the information, exhibits and
undertakings included in the registration statement. You may read and copy the
information omitted from this prospectus but contained in the registration
statement, as well as the periodic reports and other information we file with
the SEC, at the public reference facilities maintained by the SEC in Washington,
D.C., New York, New York and Chicago, Illinois.
Statements contained in this prospectus as to the contents of any
contract or other document are not necessarily complete, and in each instance we
refer you to the copy of the contract or document filed as an exhibit to the
registration statement, each such statement being qualified in all respects by
such reference.
INCORPORATION BY REFERENCE
We have elected to "incorporate by reference" certain information into
this prospectus. By incorporating by reference, we can disclose important
information to you by referring you to another document we have filed separately
with the SEC. The information incorporated by reference is deemed to be part of
this prospectus, except for information incorporated by reference that is
superseded by information contained in this prospectus, any prospectus
supplement or any document that we subsequently file with the SEC that is
incorporated or deemed to be incorporated by reference in this prospectus. This
prospectus incorporates by reference the documents set forth below that we have
previously filed with the SEC:
- Annual Report on Form 10-K for the fiscal year ended January
1, 2000, including information specifically incorporated by
reference into our Form 10-K from our Proxy Statement for our
2000 Annual Meeting of Shareholders, filed with the SEC on
March 21, 2000;
- Quarterly Report on Form 10-Q, filed with the SEC on May 15,
2000;
- Quarterly Report on Form 10-Q, filed with the SEC on August
15, 2000;
- The description of our common stock contained in our
Registration Statement on Form 8-A, filed with the SEC on
August 12, 1993; and
- The description of our rights to purchase preferred stock
contained in our Registration Statement on Form 8-A filed May
20, 1997.
We are also incorporating by reference all other reports that we file
with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act between the date of this prospectus and the termination of the
offering.
We will provide to each person, including any beneficial owner, to whom
this prospectus is delivered a copy of any or all of the information that we
have incorporated by reference into this prospectus but not delivered with this
prospectus. To receive a free copy of any of the documents incorporated by
reference in this prospectus, other than exhibits, unless they are specifically
incorporated by reference in those documents, call or write to our Corporate
Secretary, Performance Food Group Company, 6800 Paragon Place, Suite 500,
Richmond Virginia 23230 (telephone (804) 285-7340). The information relating to
us contained in this prospectus does not purport to be comprehensive and should
be read together with the information contained in the documents incorporated or
deemed to be incorporated by reference in this prospectus.
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THE COMPANY
We market and distribute 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 our
traditional and multi-unit chain customers are supported by identical physical
facilities, vehicles, equipment and personnel. Our customers are located
primarily in the Southern, Southwestern, Midwestern and Northeastern United
States. We operate through a number of subsidiaries, each of which focuses on
specific regional markets or sectors of the foodservice distribution industry.
Our principal executive offices are located at 6800 Paragon Place,
Suite 500, Richmond, Virginia 23230, our telephone number is (804) 285-7340.
USE OF PROCEEDS
Except as otherwise provided in the applicable prospectus supplement,
we will use the net proceeds from the sale of the securities for general
corporate purposes, which may include reducing our outstanding indebtedness,
increasing our working capital, acquisitions and capital expenditures. Pending
the application of the net proceeds, we expect to invest the proceeds in
short-term, interest-bearing instruments or other investment-grade securities.
RATIOS OF EARNINGS TO FIXED CHARGES
The following table sets forth our ratios of earnings to fixed charges
for the periods indicated:
<TABLE>
<CAPTION>
Fiscal Year Ended Six Months
----------------------------------------------------------------------------- Ended
December 30, December 28, December 27, January 2, January 1, July 1,
1995 1996 1997 1999 2000 2000
---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
5.0x 13.5x 8.5x 5.8x 5.5x 4.9x
</TABLE>
Our ratios of earnings to fixed charges are calculated as follows:
- "earnings," which consist of consolidated net income plus
income taxes, and fixed charges, except capitalized interest;
and
- "fixed charges," which consist of consolidated interest on
indebtedness, including capitalized interest, amortization of
debt discount and issuance cost, and the estimated portion of
rental expense deemed to be equivalent to interest.
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GENERAL DESCRIPTION OF SECURITIES
We, directly or through agents, dealers or underwriters designated from
time to time, may offer, issue and sell, together or separately, up to
$300,000,000 aggregate offering price of:
- secured or unsecured debt securities, in one or more series,
which may be either senior debt securities, senior
subordinated debt securities or subordinated debt securities;
- shares of our preferred stock, par value $0.01 per share, in
one or more series;
- shares of our common stock, par value $0.01 per share;
- warrants to purchase our common stock; or
- any combination of the foregoing, either individually or as
units consisting of one or more of the foregoing, each on
terms to be determined at the time of sale.
We may issue the debt securities as exchangeable and/or convertible
debt securities exchangeable for or convertible into shares of common stock or
preferred stock. The preferred stock may also be exchangeable for and/or
convertible into shares of common stock or another series of preferred stock.
The debt securities, the preferred stock, the common stock and the warrants are
collectively referred to as the "Securities". When a particular series of
Securities is offered, a supplement to this prospectus will be delivered with
this prospectus, which will set forth the terms of the offering and sale of the
offered Securities.
DESCRIPTION OF DEBT SECURITIES
We may elect to issue debt securities, either separately or together
with, or upon the conversion of or in exchange for, other securities. The debt
securities are to be issued in one or more series. Each series of debt
securities will be issued pursuant to an indenture, to be entered into by us and
a trustee. The name(s) of the trustee(s) will be set forth in the applicable
prospectus supplement. We may issue all the debt securities under the same
indenture or under separate indentures, as specified in the applicable
prospectus supplements.
We expect that the indentures governing our debt securities will
contain a number of fairly standard provisions, which are summarized below. The
summary is not complete and particular terms may vary from indenture to
indenture or not be included in a specific indenture. Each indenture will be
filed as an exhibit to the registration statement of which this prospectus is a
part at the time of issuance of the applicable prospectus supplement. The
indentures will be subject to and governed by the Trust Indenture Act of 1939,
as amended. You should refer to the applicable indenture for the provisions
which may be important to you.
The following description of debt securities contains general terms
and provisions of the debt securities to which any prospectus supplement may
relate. The specific terms of any particular series of debt securities will be
described in the applicable prospectus supplement. To the extent that any
particular terms of a series of debt securities described in a prospectus
supplement differ from any of the terms described in this prospectus, then the
terms described in this prospectus will be deemed to have been superseded by
the prospectus supplement.
General
We may issue debt securities up to an aggregate principal amount as we
may authorize from time to time and as limited by the applicable indenture. The
applicable prospectus supplement will describe the terms of any debt securities
being offered, including:
- the designation, aggregate principal amount and authorized
denominations;
- the maturity date;
- the interest rate, if any, and the method for calculating the
interest rate;
- the interest payment dates and the record dates for the
interest payments;
- any mandatory or optional redemption terms or prepayment,
conversion, sinking fund or exchangeability or convertibility
provisions;
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- the places where the principal and interest will be payable;
- if other than denominations of $1,000 or multiples of $1,000,
the denominations the debt securities will be issued in;
- whether the debt securities will be issued in the form of
global securities, as defined below, or certificates;
- additional provisions, if any, relating to the defeasance and
covenant defeasance of the debt securities;
- whether the debt securities will be senior debt securities,
senior subordinated debt securities or subordinated debt
securities and, if senior subordinated debt securities or
subordinated debt securities, the subordination provisions and
the applicable definition of "senior indebtedness";
- any applicable material federal tax consequences;
- the dates on which premium, if any, will be payable;
- our right, if any, to defer payment of interest and the
maximum length of the deferral period;
- any listing on a securities exchange;
- if convertible into common stock or preferred stock, the terms
on which the debt securities are convertible;
- the terms of any guarantee of the payment of principal of, and
premium, if any, and interest on debt securities of the series
and any corresponding changes to the provisions of the
indenture as currently in effect;
- the terms of the transfer, mortgage, pledge, or assignment as
security for the debt securities of the series of any
properties, assets, moneys, proceeds, securities or other
collateral, including whether certain provisions of the Trust
Indenture Act are applicable, and any corresponding changes to
provisions of the indenture as currently in effect;
- the initial public offering price; and
- other specific terms.
We will comply with Section 14(e) under the Securities Exchange Act, to
the extent applicable, and any other tender offer rules under the Exchange Act
which may then be applicable, in connection with any obligation we might have to
purchase debt securities at the option of the holders. Any obligation applicable
to a series of debt securities will be described in the applicable prospectus.
We may issue debt securities as original issue discount securities to
be sold at a substantial discount below their principal amount. Original issue
discount securities may include zero coupon securities that do not pay any cash
interest for the entire term of the securities. The amount payable to the holder
of an original issue discount security upon an acceleration will be determined
in the manner described in the applicable prospectus supplement. Conditions
pursuant to which principal payments on the debt securities may be accelerated,
as well as any material federal income tax and other considerations applicable
to original issue discount securities, will be set forth in the applicable
prospectus supplement.
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Unless otherwise indicated in the applicable prospectus supplement, the
terms of any series of debt securities may differ and we may, without the
consent of the holders of any of the debt securities, reopen a previous series
of debt securities and issue additional debt securities or establish additional
terms for the series.
Covenants
Under the indentures, we will be required to:
- pay the principal, interest and any premium on the debt
securities when due;
- maintain a place of payment;
- deliver a report to the trustee(s) at the end of each fiscal
year reviewing our obligations under the indentures; and
- deposit sufficient funds with any paying agent on or before
the due date for any principal, interest or premium.
Any additional covenants will be described in the applicable prospectus
supplement.
Registration, transfer, payment and paying agent
Unless otherwise indicated in a prospectus supplement, each series of
debt securities will be issued in registered form only, without coupons, and
will be issued in denominations of $1,000 or any integral multiple.
Unless otherwise indicated in a prospectus supplement, the principal of
the debt securities and any applicable premium or interest will be payable, and
debt securities may be surrendered for registration of transfer or exchange, at
an office or agency to be maintained by us in the Borough of Manhattan, The City
of New York. Payments of interest with respect to any registered security,
however, may be made at our option by check mailed to the address of the person
entitled to payment or by transfer to an account maintained by the payee with a
bank located in the United States. No service charge shall be made for any
registration of transfer or exchange of debt securities, but we may require
payment of a sum sufficient to cover any tax or other governmental charge and
any other expenses that may be imposed in connection with the exchange or
transfer.
Unless otherwise indicated in the applicable prospectus supplement, we
will not be required to:
- issue, register the transfer of or exchange debt securities of
any series during a period beginning at the opening of
business fifteen days before any selection of debt securities
of that series of like tenor and terms to be redeemed and
ending at the close of business on the day of that selection;
- register the transfer of or exchange any registered security
called for redemption, except the unredeemed portion of any
registered security being redeemed in part; or
- issue, register the transfer of or exchange any debt security
which has been surrendered for repayment at the option of the
holder, except the portion, if any, of the debt security not
to be repaid.
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Ranking
We will issue debt securities as either senior debt securities, senior
subordinated debt securities, or subordinated debt securities. The senior debt
securities will be our senior unsubordinated obligations and will rank equally
in right of payment with all other unsubordinated indebtedness of ours. The
senior subordinated debt securities and subordinated debt securities will be our
general obligations and will be subordinated in right of payment to all existing
and future senior indebtedness. The prospectus supplement will describe the
subordination provisions and set forth the definition of senior indebtedness
applicable to the senior subordinated debt securities or subordinated debt
securities, as the case may be, and the approximate amount of the senior
indebtedness outstanding as of a recent date.
Global debt securities
The debt securities of a series may be issued in whole or in part in
the form of one or more global securities that will be deposited with, or on
behalf of, a depositary identified in the applicable prospectus supplement.
Global debt securities may be issued in either registered or bearer form and in
either temporary or permanent form. Unless and until it is exchanged in whole or
in part for individual certificates evidencing debt securities, a global debt
security may not be transferred except as a whole:
- by the depositary to a nominee of the depositary;
- by a nominee of the depositary to the depositary or another
nominee of the depositary; or
- by the depositary or any nominee to a successor of the
depositary or a nominee of the successor.
The specific terms of the depositary arrangement with respect to a
series of global debt securities will be described in the prospectus supplement.
Outstanding debt securities
In determining whether the holders of the requisite principal amount of
outstanding debt securities have given any request, demand, authorization,
direction, notice, consent or waiver under the relevant indenture, the amount of
outstanding debt securities will be calculated based on the following:
- the portion of the principal amount of an original issue
discount security that shall be deemed to be outstanding shall
be the portion of the principal amount that could be declared
to be due and payable upon a declaration of acceleration
pursuant to the terms of the original issue discount security
as of the date of the determination;
- the principal amount of a debt security denominated in a
currency other than U.S. dollars shall be the U.S. dollar
equivalent of the debt security's principal amount, determined
on the date of its original issue; and
- any debt security owned by us, an affiliate of ours or any
obligor shall be deemed not to be outstanding.
Redemption and repurchase
The debt securities may be redeemable at our option, may be subject to
mandatory redemption pursuant to a sinking fund or otherwise, or may be subject
to repurchase by us at the option of the holders. In each case, the redemption
or repurchase will be upon the terms, at the times and at the prices set forth
in the applicable prospectus supplement.
Conversion and exchange
The terms, if any, on which any series of debt securities is
convertible into or exchangeable for common stock, preferred stock or other debt
securities will be set forth in the applicable prospectus
9
<PAGE> 12
supplement. These terms may include provisions for conversion or exchange,
either mandatory, at the option of the holders or at our option.
Events of default
Unless otherwise specified in the applicable prospectus supplement,
each of the following would constitute an event of default, as defined in the
indentures, with respect to the debt securities of any series:
- failure to pay the principal of or premium, if any, on any
debt security of that series when due upon maturity,
redemption, repurchase at the option of the holder or
otherwise;
- failure to pay interest on any debt security of that series
when due and the default continues for a period of time to be
specified in the applicable prospectus supplement;
- failure to make a deposit of any sinking fund payment in
respect of the debt securities of that series when due;
- the breach of, or our failure to perform, any other covenant
or warranty in the indenture, other than a covenant or
warranty included solely for the benefit of other series of
debt securities. This will only constitute an event of
default, however, if the default has not been cured for a
period to be specified in the applicable prospectus supplement
after notice to us by the applicable trustee or the holders
of not less than a fixed percentage in aggregate principal
amount of the debt securities of the applicable series;
- certain events of bankruptcy, insolvency or reorganization; or
- any other event of default that may be set forth in the
applicable prospectus supplement, including, but not limited
to, an event of default based on other debt being accelerated.
10
<PAGE> 13
An event of default with respect to one series of debt securities does
not necessarily constitute an event of default with respect to any other series
of debt securities. Each indenture will provide that the trustee may withhold
notice of the occurrence of a default, other than a default in payment of
principal or of any applicable premium, interest, or of sinking fund payments,
if the trustee considers it in the interest of the holders to do so.
Each indenture will provide that if an event of default with respect to
any series of debt securities shall have occurred and is continuing, either the
relevant trustee or the holders of at least a fixed percentage in principal
amount of the debt securities of that series then outstanding may declare the
principal amount, or in the case of original issue discount securities, such
lesser amount as may be specified in the applicable prospectus supplement, of
all the debt securities of such series to be due and payable immediately. Under
certain conditions, such a declaration and its consequences may be rescinded and
annulled by the holders of a majority in principal amount of the debt securities
of that series outstanding under the applicable indenture.
No holder of any debt securities of a series has a right to institute a
proceeding with respect to the indenture or any of its remedies unless:
- the holders of at least a fixed percentage in principal amount
of the outstanding debt securities of the series have made
written request, and offered reasonable indemnity, to the
trustee to institute the proceeding as trustee,
- the trustee has failed to institute the proceeding within
60 days after receipt of the notice, and
- the trustee has not within the 60-day period received
directions inconsistent with the holders' written request.
Such limitations do not apply, however, to a suit instituted by a
holder of a debt security for the enforcement of the payment of the principal,
interest or premium on the debt security on or after the respective due dates
expressed in the debt security.
During the existence of an event of default under an indenture, the
trustee is required to exercise the rights and powers vested in it under the
indenture and use the same degree of care and skill in its exercise as a prudent
person would exercise under the circumstances in the conduct of such person's
own affairs. Subject to the provisions of the indenture relating to the duties
of the trustee, if an event of default shall occur and be continuing, the
trustee is not under any obligation to exercise any of its rights or powers
under the indenture at the request or direction of any of the holders unless the
holders have offered to the trustee reasonable security or indemnity. Subject
to certain provisions concerning the rights of the trustee, the holders of a
majority in principal amount of the outstanding debt securities of any series
have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the trustee, or exercising any trust, or power
conferred on the trustee.
Each indenture will provide that the trustee will, within five
business days after the occurrence of any default, give notice of the default to
the holders of the defaulted debt securities, unless the default shall have been
cured or waived. The trustee will be protected, however, in withholding
notice if it determines in good faith that withholding the notice was in the
interest of the holders, with the exception of defaults in payment of principal
or of any applicable interest or premium.
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<PAGE> 14
We are required to provide the trustee(s) with annual statements as to
our compliance with all conditions and covenants under the indentures.
Modification and waivers
When authorized by resolutions of our board of directors, and the
trustee(s), we may amend, waive or supplement the indentures and the relevant
debt securities without the consent of the holders for certain specified
purposes, including, among other things:
- to cure ambiguities, defects or inconsistencies;
- to provide for the assumption of our obligations in the case
of a merger or consolidation;
- to add to our events of default or our covenants or to make
any change that would provide any additional rights or
benefits to the holders of the debt securities;
- to establish the form or terms of debt securities of any
series and any related coupons;
- to add guarantors;
- to secure the debt securities;
- to maintain the qualification of the indenture under the Trust
Indenture Act; or
- to make any change that does not adversely affect the rights
of any holder.
Other amendments and modifications of the indentures or the relevant
debt securities may be made by us and the applicable trustee with the consent of
the holders of not less than a majority of the aggregate principal amount of the
outstanding debt securities of each series that is affected, with each series
voting as a separate class. We cannot modify or amend the indentures or the
relevant debt securities to do any of the following without the consent of the
holder of each outstanding debt security that is affected:
- reduce the principal amount of, or extend the fixed maturity
of the debt securities, or alter or waive any redemption,
repurchase or sinking fund provisions of the debt securities;
- reduce the amount of principal of any original issue discount
securities that would be due and payable upon an acceleration
of its maturity;
- change the currency in which any debt securities or any
premium or accrued interest is payable;
- reduce the percentage in principal amount outstanding of debt
securities of any series which must consent to an amendment,
supplement or waiver or consent to take any action under the
indenture or the debt securities;
- impair the right to institute suit for the enforcement of any
payment on or with respect to the debt securities;
- waive a default in payment with respect to the debt securities
or any guarantee;
- reduce the rate or extend the time for payment of interest on
the debt securities;
- adversely affect the ranking of the debt securities of any
series;
- release any guarantor from any of its obligations under its
guarantee or the indenture, except in compliance with the
terms of the indenture; or
12
<PAGE> 15
- solely in the case of a series of senior subordinated debt
securities or subordinated debt securities, modify any of the
applicable subordination provisions or the applicable
definition of senior indebtedness in a manner adverse to any
holders.
The holders of a majority in aggregate principal amount of the
outstanding debt securities of any series may waive compliance by us with
certain restrictive provisions of the applicable indenture to the extent set
forth in the applicable prospectus supplement. The holders of a majority in
aggregate principal amount of the outstanding debt securities of any series may,
on behalf of all holders of debt securities of that series, waive any past
default under the applicable indenture with respect to debt securities of that
series and its consequences, except a default in the payment of the principal of
or of any applicable premium or interest on any debt securities of the series or
in respect of a covenant or provision which cannot be modified or amended
without the consent of a larger fixed percentage or of each holder.
Discharge, defeasance and covenant defeasance
When we establish a series of debt securities, we may provide that the
series is subject to the defeasance and discharge provisions of the applicable
indenture. If those provisions are made applicable, we may elect to either:
- defease and be discharged from, subject to some exceptions,
all of our obligations with respect to those debt securities;
or
- be released from our obligations to comply with specified
covenants relating to those debt securities as described in
the applicable prospectus supplement.
To effect a defeasance or covenant defeasance, we must irrevocably
deposit in trust with the relevant trustee an amount in any combination of funds
or government obligations, which, through the payment of principal and interest
in accordance with their terms, will provide money sufficient to make payments
on those debt securities and any mandatory sinking fund or analogous payments on
those debt securities. We will not be released from any obligations that are
specified in the applicable prospectus supplement.
To establish this trust, we must, among other things, deliver to the
relevant trustee an opinion of counsel to the effect that the holders of those
debt securities:
- will not recognize income, gain or loss for U.S. federal
income tax purposes as a result of the defeasance or covenant
defeasance; and
- will be subject to U.S. federal income tax on the same
amounts, in the same manner and at the same times as would
have been the case if the defeasance or covenant defeasance
had not occurred. In the case of defeasance, the opinion of
counsel must be based upon a ruling of the IRS or a change in
applicable U.S. federal income tax law occurring after the
date of the applicable indenture.
If we effect a covenant defeasance with respect to any debt securities,
and the debt securities are declared due and payable because of the occurrence
of an event of default or with respect to some other breach, the amount of
deposit with the relevant trustee may not be sufficient to pay amounts due on
the debt securities at the time of any acceleration. However, we would remain
liable to make payment of the amounts due at the time of acceleration.
The applicable prospectus supplement may further describe the
provisions, if any, permitting defeasance or covenant defeasance, including any
modifications to the provisions described above.
Governing law
The indentures and the debt securities will be governed by, and
construed in accordance with, the laws of the State of New York.
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<PAGE> 16
Regarding the trustees
The Trust Indenture Act contains limitations on the rights of a
trustee, should it become a creditor of ours, to obtain payment of claims or to
realize on certain property received by it in respect of any claims, as security
or otherwise. Each trustee is permitted to engage in other transactions with us
and our subsidiaries from time to time, provided that if the trustee acquires
any conflicting interest, it must either eliminate the conflict upon the
occurrence of an event of default under the relevant indenture or resign as
trustee.
DESCRIPTION OF PREFERRED STOCK
We may elect to issue preferred stock in one or more series. Our
charter and the Tennessee Business Corporation Act give our board of directors
the authority, without further shareholder action, to issue a maximum of
5,000,000 shares of preferred stock. We have already reserved 1,000,000 shares
of Series A Preferred Stock to be issued upon the exercise of Rights, as defined
below, issued in connection with our shareholder rights plan.
Our board of directors has the authority to create one or more series
of preferred stock, to issue shares of preferred stock up to the maximum number
of shares of preferred stock authorized, and to determine the preferences,
rights, privileges and restrictions of any series, including the dividend
rights, voting rights, rights and terms of redemption, liquidation preferences,
the number of shares constituting any such series and the designation of such
series.
The applicable prospectus supplement will describe the terms of any
series of preferred stock being offered, including:
- the number of shares and designation or title of the shares;
- any liquidation preference per share;
- any date of maturity;
- any redemption, repayment or sinking fund provisions;
- any dividend rate or rates with respect to the shares;
- any voting rights;
- the terms and conditions upon which the preferred stock is
convertible or exchangeable, if it is convertible or
exchangeable;
- any conditions or restrictions on the creation of indebtedness
by us or upon the issuance of any additional stock; and
- any additional voting, dividend, liquidation, redemption and
other rights, preferences, privileges, limitations and
restrictions.
All shares of preferred stock offered will, when issued, be fully paid
and non-assessable. Any shares of preferred stock that are issued will have
priority over the common stock with respect to dividend or liquidation rights or
both.
DESCRIPTION OF COMMON STOCK
We have authority to issue 50,000,000 shares of common stock and
5,000,000 shares of preferred stock. As of September 30, 2000, 14,149,205 shares
of our common stock were outstanding. As of September 30, 2000, no shares of our
preferred stock were outstanding, although we have reserved 1,000,000 shares of
our Series A Preferred Stock for issuance upon the exercise of Rights under our
shareholder rights plan.
The holders of common stock are entitled to one vote per share on all
matters to be voted on by stockholders, including the election of directors.
Stockholders are not entitled to cumulative voting rights,
14
<PAGE> 17
and, accordingly, the holders of a majority of the shares voting for the
election of directors can elect our entire board of directors. In that event,
the holders of the remaining shares will not be able to elect any person to our
board of directors.
The holders of common stock are entitled to receive such dividends, if
any, as may be declared from time to time by our board of directors, in its
discretion, from funds legally available therefor and subject to prior dividend
rights of holders of any shares of preferred stock which may be outstanding.
However, it is the present policy of our board of directors not to pay cash
dividends. Furthermore, the terms of our current credit arrangements restrict
our ability to declare or pay dividends on our common stock. Upon our
liquidation or dissolution, subject to prior liquidation rights of the holders
of preferred stock and after payment or provision for all of our indebtedness
and other liabilities, the holders of common stock are entitled to receive on a
pro rata basis our remaining assets available for distribution. Holders of
common stock have no preemptive or other subscription rights, and there are no
conversion rights or redemption or sinking fund provisions with respect to such
shares. All outstanding shares of common stock are, and all shares being offered
by this prospectus will be, fully paid and not liable to further calls or
assessment by us.
In May 1997, our board of directors approved a shareholder rights plan.
A dividend of one stock purchase right, or "Right", per share of common stock
was distributed to shareholders of record on May 30, 1997. Shares of common
stock issued after the adoption of the rights plan automatically have Rights
attached to them. Under certain circumstances, each Right entitles the
shareholders to one-hundredth of one share of preferred stock at an initial
exercise price of $100 per Right. We can redeem the Rights at any time prior to
their becoming exercisable at a redemption price of $.001 per Right. The Rights
expire in May 2007, unless we redeem them earlier.
The terms of our shareholder rights plan, the ability of our board of
directors to issue preferred stock with provisions determined by the board of
directors, and some of the provisions in our charter and bylaws may have the
effect of making it more difficult for a third party to acquire, or
discouraging a third party from attempting to acquire, control of us. These
provisions could limit the price investors may be willing to pay for our common
stock, and may deprive our common shareholders of any premium that they might
otherwise realize from a takeover.
The summaries of selected provisions of our common stock, preferred
stock and shareholder rights plan appearing in this prospectus are not
complete. Those summaries are subject to, and are qualified entirely by, the
provisions of our charter, bylaws and rights agreement, all of which are
included or incorporated by reference as exhibits to the registration statement
of which this prospectus is a part. You should read our charter, bylaws and
rights agreement. The applicable prospectus supplement may also contain a
summary of selected provisions of our preferred stock, common stock and rights
agreement. To the extent that any particular provision described in a
prospectus supplement differs from any of the provisions described in this
prospectus, then the provisions described in this prospectus will be deemed to
have been superseded by that prospectus supplement.
DESCRIPTION OF WARRANTS
We summarize below some of the provisions that will apply to the
warrants unless the applicable prospectus supplement provides otherwise. The
summary may not contain all information that is important to you. The complete
terms of the warrants will be contained in the applicable warrant certificate
and warrant agreement. These documents have been or will be included or
incorporated by reference as exhibits to the registration statement of which
this prospectus is a part. You should read the warrant certificate and the
warrant agreement. You should also read the prospectus supplement, which will
contain additional information and which may update or change some of the
information below.
General
We may issue warrants to purchase common stock independently or
together with other securities. The warrants may be attached to or separate from
the other securities. We may issue warrants in one or more series. Each series
of warrants will be issued under a separate warrant agreement to be entered into
between us and a warrant agent. The warrant agent will be our agent and will not
assume any obligations to any holder or beneficial owner of the warrants.
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<PAGE> 18
The prospectus supplement and the warrant agreement relating to any
series of warrants will include specific terms of the warrants. These terms
include the following:
- the title and aggregate number of warrants;
- the price or prices at which the warrants will be issued;
- the amount of common stock for which the warrant can be
exercised and the price or the manner of determining the price
or other consideration to purchase the common stock;
- the date on which the right to exercise the warrant begins and
the date on which the right expires;
- if applicable, the minimum or maximum amount of warrants that
may be exercised at any one time;
- if applicable, the designation and terms of the securities
with which the warrants are issued; and the number of warrants
issued with each other security;
- any provision dealing with the date on which the warrants and
related securities will be separately transferable;
- any mandatory or optional redemption provision;
- the identity of the warrant agent; and
- any other terms of the warrants.
The warrants will be represented by certificates. The warrants may be
exchanged under the terms outlined in the warrant agreement. We will not charge
any service charges for any transfer or exchange of warrant certificates, but we
may require payment for tax or other governmental charges in connection with the
exchange or transfer. Unless the prospectus supplement states otherwise, until a
warrant is exercised, a holder will not be entitled to any payments on or have
any rights with respect to the common stock.
Exercise of Warrants
To exercise the warrants, the holder must provide the warrant agent
with the following:
- payment of the exercise price;
- any required information described on the warrant
certificates;
- the number of warrants to be exercised;
- an executed and completed warrant certificate; and
- any other items required by the warrant agreement.
If a warrant holder exercises only part of the warrants represented by
a single certificate, the warrant agent will issue a new warrant certificate for
any warrants not exercised. Unless the prospectus supplement states otherwise,
no fractional shares will be issued upon exercise of warrants, but we will pay
the cash value of any fractional shares otherwise issuable.
The exercise price and the number of shares of common stock for which
each warrant can be exercised will be adjusted upon the occurrence of events
described in the warrant agreement, including the issuance of a common stock
dividend or a combination, subdivision or reclassification of common stock.
Unless the prospectus supplement states otherwise, no adjustment will be
required until cumulative adjustments require an adjustment of at least 1%. From
time to time, we may reduce the exercise price as may be provided in the warrant
agreement.
Unless the prospectus supplement states otherwise, if we enter into any
consolidation, merger, or sale or conveyance of our property as an entirety, the
holder of each outstanding warrant will have the right to acquire the kind and
amount of shares of stock, other securities, property or cash receivable by a
holder of the number of shares of common stock into which the warrants were
exercisable immediately prior to the occurrence of the event.
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<PAGE> 19
Modification of the Warrant Agreement
The common stock warrant agreement will permit us and the warrant
agent, without the consent of the warrant holders, to supplement or amend the
agreement in the following circumstances:
- to cure any ambiguity;
- to correct or supplement any provision which may be defective
or inconsistent with any other provisions; or
- to add new provisions regarding matters or questions that we
and the warrant agent may deem necessary or desirable and
which do not adversely affect the interests of the warrant
holders.
PLAN OF DISTRIBUTION
We may sell the Securities to one or more underwriters for public
offering and sale by them and may also sell the Securities to investors directly
or through agents. Any underwriter or agent involved in the offer and sale of
Securities will be named in the applicable prospectus supplement. We have
reserved the right to sell Securities directly to investors on our own behalf in
those jurisdictions where and in such manner as we are authorized to do so.
The distribution of the Securities may be effected from time to time in
one or more transactions at a fixed price or prices, which may be changed, or at
market prices prevailing at the time of sale, at prices related to prevailing
market prices, or at negotiated prices. Sales of common stock may be effected
from time to time in one or more transactions on the Nasdaq National Market or
in negotiated transactions or a combination of those methods. We may also, from
time to time, authorize dealers, acting as our agents, to offer and sell
Securities upon the terms and conditions as are set forth in the applicable
prospectus supplement. In connection with the sale of Securities, underwriters
may receive compensation from us in the form of underwriting discounts or
commissions and may also receive commissions from purchasers of the Securities
for whom they may act as agent. Underwriters may sell Securities to or through
dealers, and those dealers may receive compensation in the form of discounts,
concessions or commissions from the underwriters and/or commissions from the
purchasers for whom they may act as agent. Any underwriter, dealer or agent will
be identified, and any compensation received from us will be described, in the
prospectus supplement. Unless otherwise indicated in a prospectus supplement, an
agent will be acting on a best efforts basis and a dealer will purchase
Securities as a principal, and may then resell such Securities at varying prices
to be determined by the dealer.
Any underwriting compensation paid by us to underwriters or agents in
connection with the offering of Securities, and any discounts, concessions or
commissions allowed by underwriters to participating dealers, will be set forth
in the applicable prospectus supplement. Dealers and agents participating in the
distribution of Securities may be deemed to be underwriters, and any discounts
and commissions received by them and any profit realized by them on resale of
the Securities may be deemed to be underwriting discounts and commissions.
Underwriters, dealers and agents may be entitled, under agreements entered into
with us, to indemnification against and contribution toward civil liabilities,
including liabilities under the Securities Act, and to reimbursement by us for
expenses.
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To facilitate an offering of a series of Securities, persons
participating in the offering may engage in transactions that stabilize,
maintain, or otherwise affect the price of the Securities. This may include
over-allotments or short sales of the Securities, which involves the sale by
persons participating in the offering of more Securities than have been sold to
them by us. In those circumstances, those persons would cover such over-
allotments or short positions by purchasing in the open market or by exercising
any over-allotment option granted to those persons. In addition, those persons
may stabilize or maintain the price of the Securities by bidding for or
purchasing Securities in the open market or by imposing penalty bids, whereby
selling concessions allowed to underwriters or dealers participating in an
offering may be reclaimed if Securities sold by them are repurchased in
connection with stabilization transactions. The effect of these transactions may
be to stabilize or maintain the market price of the Securities at a level above
that which might otherwise prevail in the open market. Such transactions, if
commenced, may be discontinued at any time.
LEGAL MATTERS
Certain legal matters with respect to the Securities offered hereby
will be passed upon for us by Bass, Berry & Sims PLC, Nashville, Tennessee.
Certain legal matters will be passed upon for any agents or underwriters by
counsel for such agents or underwriters identified in the applicable prospectus
supplement.
EXPERTS
The consolidated financial statements of Performance Food Group Company
and subsidiaries and the related financial statement schedules as of January 1,
2000 and January 2, 1999, and for each of the fiscal years in the three-year
period ended January 1, 2000, have been incorporated by reference in this
registration statement in reliance upon the report of KPMG LLP, independent
auditors, incorporated by reference herein, and upon the authority of said firm
as experts in accounting and auditing.
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<PAGE> 21
================================================================================
We have not authorized any person to give any information or to make any
representation in connection with this offering other than those contained in
this prospectus, and, if given or made, such information or representation must
not be relied upon as having been so authorized. This prospectus does not
constitute an offer to sell or a solicitation of an offer to buy by anyone in
any jurisdiction in which such offer to sell is not authorized, or in which the
person 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
hereunder shall, under any circumstances, create any implication that there has
been no change in our affairs since the date hereof or that the information
contained herein is correct as of any time subsequent to its date.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Risk Factors .................................... 2
Special Note Regarding Forward-Looking Statements 3
Available Information ........................... 3
Incorporation by Reference ...................... 4
The Company ..................................... 5
Use of Proceeds ................................. 5
Ratios of Earnings to Fixed Charges ............. 5
General Description of Securities ............... 6
Description of Debt Securities .................. 6
Description of Preferred Stock .................. 14
Description of Common Stock ..................... 14
Description of Warrants ......................... 15
Plan of Distribution ............................ 17
Legal Matters ................................... 18
Experts ......................................... 18
</TABLE>
PERFORMANCE FOOD GROUP COMPANY
$300,000,000
Debt Securities
Preferred Stock
Common Stock
Warrants
================================================================================
<PAGE> 22
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses to be paid by us in connection with the distribution of
the securities being registered are as set forth in the following table:
<TABLE>
<S> <C>
Securities and Exchange Commission Fee $ 79,200
*Legal Fees and Expenses $ 25,000
*Accounting Fees and Expenses $ 25,000
*Blue Sky fees and expenses $ 0
*Rating agency fees $ 0
*Trustees' fees and expenses $ 0
*Printing and engraving $ 25,000
*Miscellaneous $ 25,000
--------
*Total $179,200
========
</TABLE>
-------------------
* Estimated.
Item 15. 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.
II-1
<PAGE> 23
The Restated Charter and Bylaws of Performance Food Group Company (the
"Company") 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.
Reference is made to the form of underwriting agreement to be
incorporated by reference herein as an exhibit for provisions regarding
indemnification of the Company's officers, directors and controlling persons
against certain liabilities.
Item 16. Exhibits.
1.1(1) Form of Underwriting Agreement.
4.1 Restated Charter of Performance Food Group Company.
4.2 Restated By-Laws of Performance Food Group Company (incorporated by
reference to the Company's Registration Statement on Form S-1
(No. 33-64930)).
4.3(2) Form of Indenture.
4.4(1) Form of Warrant Agreement
4.5(1) Form of debt security
4.6 Rights Agreement dated May 16, 1997 between Performance Food Group
Company and First Union National Bank of North Carolina as Rights
Agent (incorporated by reference to the Company's Current Report
on Form 8-K dated May 20, 1997).
5.1 Opinion of Bass, Berry & Sims PLC.
12.1 Statement regarding Computation of Ratios.
23.1 Consent of Independent Auditors.
23.2 Consent of Bass, Berry & Sims PLC (included in Exhibit 5.1).
24.1 Powers of Attorney (contained on signature page of this Registration
Statement).
25.1(3) Statement of Eligibility of Trustee on Form T-1 with respect to Debt
Securities.
(1) To be incorporated by reference herein, if applicable, in connection with
each offering of Securities.
(2) To be filed by amendment.
(3) To be filed in accordance with Section 305(b)(2) of the Trust Indenture Act
of 1939.
Item 17. Undertakings.
(a) The undersigned registrant hereby 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 of 1933;
(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 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 end 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 a 20 percent change
in the maximum aggregate 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 or any material change to such information in the
registration statement; provided, however, that paragraphs (a)(1)(i)
and (a)(1)(ii) do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration
statement.
II-2
<PAGE> 24
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, 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.
(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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 and that is incorporated by reference in the registration
statement 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.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, 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 of 1933 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
(j) The undersigned registrant hereby undertakes to file an application
for the purpose of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act (the "Act") in
accordance with the rules and regulations prescribed by the Commission under
Section 305(b)(2) of the Act.
II-3
<PAGE> 25
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 October 23, 2000.
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
attorney-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 October 23, 2000
-------------------------------- Officer and Director (Principal
Robert C. Sledd Executive Officer)
/s/ C. Michael Gray President, Chief Operating October 23, 2000
-------------------------------- Officer and Director
C. Michael Gray
/s/ Roger L. Boeve Executive Vice President and October 23, 2000
-------------------------------- Chief Financial Officer
Roger L. Boeve (Principal Financial Officer and
Principal Accounting Officer)
/s/ Charles E. Adair Director October 23, 2000
--------------------------------
Charles E. Adair
/s/ Fred C. Goad Director October 23, 2000
--------------------------------
Fred C. Goad
/s/ Timothy M. Graven Director October 23, 2000
--------------------------------
Timothy M. Graven
Director October __, 2000
--------------------------------
John E. Stokely
/s/ H. Allen Ryan Director October 23, 2000
--------------------------------
H. Allen Ryan
</TABLE>
<PAGE> 26
EXHIBIT INDEX
1.1(1) Form of Underwriting Agreement.
4.1 Restated Charter of Performance Food Group Company.
4.2 Restated By-Laws of Performance Food Group Company (incorporated by
reference to the Company's Registration Statement on Form S-1
(No. 33-64930)).
4.3(2) Form of Indenture.
4.4(1) Form of Warrant Agreement
4.5(1) Form of debt security
4.6 Rights Agreement dated May 16, 1997 between Performance Food Group
Company and First Union National Bank of North Carolina as Rights
Agent (incorporated by reference to the Company's Current Report
on Form 8-K dated May 20, 1997).
5.1 Opinion of Bass, Berry & Sims PLC.
12.1 Statement regarding Computation of Ratios.
23.1 Consent of Independent Auditors.
23.2 Consent of Bass, Berry & Sims PLC (included in Exhibit 5.1).
24.1 Powers of Attorney (contained on signature page of this Registration
Statement).
25.1(3) Statement of Eligibility of Trustee on Form T-1 with respect to Debt
Securities.
(1) To be incorporated by reference herein, if applicable, in connection with
each offering of Securities.
(2) To be filed by amendment.
(3) To be filed in accordance with Section 305(b)(2) of the Trust Indenture Act
of 1939.
