SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________
FORM 8-A/A
AMENDMENT NO. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
JP FOODSERVICE, INC.
(Exact name of registrant as specified in its charter)
Delaware 52-1634568
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
9830 Patuxent Woods Drive
Columbia, Maryland 21046
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Preferred Share New York Stock Exchange
Purchase Rights
Securities to be registered pursuant to
Section 12(g) of the Act:
None
(Title of Class)<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On February 19, 1996, the Board of Directors of JP Foodservice,
Inc. (the "Company") declared a dividend of one preferred share
purchase right (a "Right") for each outstanding share of common
stock, par value $.01 per share (the "Common Shares"), of the
Company. The dividend was paid on March 1, 1996 to stockholders of
record at the close of business on March 1, 1996 (the "Record Date").
Each Right entitles the registered holder of Common Shares to
purchase from the Company, upon the occurrence of certain events, one
one-hundredth of a share of Series A Junior Participating Preferred
Stock, par value $.01 per share (the "Preferred Shares"), of the
Company at a price of $95 per one one-hundredth of a Preferred Share
(the "Purchase Price"), subject to adjustment. The description and
terms of the Rights are set forth in a Rights Agreement, dated as of
February 19, 1996, and amended as of May 17, 1996, September 26, 1996
and June 30, 1997 (as the same may be further amended from time to
time, the "Rights Agreement") between the Company and The Bank of New
York, as Rights Agent (the "Rights Agent").
Until the Distribution Date (as defined below), the Company will
not issue separate certificates evidencing the Rights. Until such
date, the Rights will be evidenced, with respect to any Common Share
certificate outstanding as of the Record Date, by such Common Share
certificate with a copy of a summary of the terms of the Rights (the
"Summary of Rights") attached thereto. The Rights will detach from
the Common Shares and a Distribution Date will occur upon the earlier
of (i) subject to the exceptions described below, the 10th day
following a public announcement that a person or group of affiliated
or associated persons (a "group") has acquired beneficial ownership
of 10% or more of the outstanding Common Shares (any such person or
group, subject to the exceptions described below, an "Acquiring
Person"), or (ii) the 10th business day (or such later date as may be
determined by action of the Board of Directors prior to such time as
any person or group becomes an Acquiring Person) following the com-
mencement by any person or group of, or the first public announcement
by any person or group of an intention to make, a tender offer or
exchange offer that would result in (A) beneficial ownership by a
group or person of 10% or more of the outstanding Common Shares or
(B) any person otherwise being deemed an Acquiring Person.
Notwithstanding anything in the foregoing to the contrary, the term
"Acquiring Person" shall not include (x) the Company, any subsidiary
of the Company, any employee benefit plan of the Company or any
subsidiary of the Company, or any entity holding Common Shares for or
pursuant to the terms of such plan or (y) Rykoff-Sexton, Inc., a
Delaware corporation ("Rykoff"), or any ML Entity (as defined below),
but only to the extent that Rykoff or such ML Entity would, absent
this provision, be deemed to be an Acquiring Person solely as the
result of (i) the execution and delivery of that certain Agreement
and Plan of Merger (the "Rykoff Merger Agreement"), dated as of June
30, 1997, by and among the Company, Rykoff and Hudson Acquisition
Corp., a Delaware corporation and a wholly-owned subsidiary of the
Company ("Acquisition"), which provides for the merger of Rykoff with
and into Acquisition (the "Rykoff Merger"); (ii) the execution and
delivery of the Stock Option Agreement (the "Rykoff Stock Option
Agreement"), dated as of June 30, 1997, by and between the Company,
as issuer, and Rykoff, as grantee; (iii) the execution and delivery
of the Support Agreement (the "Support Agreement"), dated as of June
30, 1997, by and between the Company, on the one hand, and the Rykoff
stockholders whose names are set forth on the signature pages thereto
(each individually an "ML Entity" and collectively the "ML Enti-
ties"), and acknowledged by Rykoff; or (iv) the consummation of the
transactions contemplated by the Rykoff Merger Agreement and the
agreements contemplated thereby, including, without limitation, the
Rykoff Merger. The Rykoff
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Merger Agreement, the Rykoff Stock Option Agreement and the Support
Agreement are each filed as exhibits to the Company's Current Report
on Form 8-K dated June 30, 1997. Further, references in this
paragraph to beneficial ownership of 10% of the outstanding Common
Shares shall be deemed to be references to 15% of the outstanding
Common Shares with respect to any person who is eligible to report
its beneficial ownership of (or who will or would be eligible upon
acquisition of) equity securities of the Company (including Common
Shares) on Schedule 13G under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and, without limiting the foregoing,
with respect to whom clause (i) of paragraph (b)(1) of Rule 13d-1
under the Exchange Act is true and correct.
The Rights Agreement provides that, until the Distribution Date
(or earlier redemption or expiration of the Rights), the Rights will
be transferred with and only with the Common Shares. Until the
Distribution Date (or earlier redemption or expiration of the
Rights), (i) new Common Share certificates issued after the Record
Date upon transfer or new issuances of Common Shares will contain a
notation incorporating the Rights Agreement by reference, and (ii)
the surrender for transfer of any certificates for Common Shares out-
standing as of the Record Date, even without such notation or a copy
of the Summary of Rights, also will constitute the transfer of the
Rights associated with the Common Shares represented by such
certificate. As soon as practicable following the Distribution Date,
separate certificates evidencing the Rights (the "Right
Certificates") will be mailed to holders of record of the Common
Shares as of the close of business on the Distribution Date, and such
separate Right Certificates alone will evidence the Rights. Only
Common Shares issued prior to the Distribution Date will be issued
with Rights.
The Rights are not exercisable until the Distribution Date. The
Rights will expire on February 19, 2006, unless such expiration date
is extended or unless the Rights are earlier redeemed or exchanged by
the Company, in each case as described below.
The Purchase Price payable, and the number of Preferred Shares
or other securities or property issuable, upon exercise of the
Rights, as well as the number of Rights outstanding, are subject to
adjustment from time to time to prevent dilution (i) in the event of
a dividend on, or a subdivision, recombination or reclassification
of, Preferred Shares, (ii) upon the grant to holders of the Preferred
Shares of certain rights, options or warrants to subscribe for
Preferred Shares or convertible securities at less than the then-
current per share market price of the Preferred Shares or (iii) upon
the distribution to holders of the Preferred Shares of evidences of
indebtedness or assets (other than a regular quarterly cash dividend
or a dividend payable in Preferred Shares) or subscription rights or
warrants (other than those referred to above).
The number of outstanding Rights and the number of one one-
hundredths of a Preferred Share issuable upon exercise of each Right
are also subject to adjustment in the event of a stock split of the
Common Shares or a stock dividend on the Common Shares payable in
Common Shares or subdivisions, consolidations or combinations of the
Common Shares occurring, in any such case, prior to the Distribution
Date.
Preferred Shares purchasable upon exercise of the Rights will
not be redeemable. Each Preferred Share will be entitled to a
minimum preferential quarterly dividend payment of $1.00 per share,
but will be entitled to an aggregate dividend of 100 times the
dividend declared per Common Share. In the event of liquidation, the
holders of the Preferred Shares will be entitled to a minimum
preferential liquidation payment of $100 per share, but
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will be entitled to an aggregate payment of 100 times the payment
made per Common Share. Each Preferred Share will have 100 votes,
voting together with the Common Shares. In the event of any merger,
consolidation or other transaction in which Common Shares are
exchanged, each Preferred Share will be entitled to receive 100 times
the amount received per Common Share. These rights are protected by
customary antidilution provisions. Because of the nature of the
dividend, liquidation and voting rights of the Preferred Shares, the
value of the one one-hundredth interest in a Preferred Share
purchasable upon exercise of each Right should approximate the value
of one Common Share.
In the event that any person or group becomes an Acquiring
Person, proper provision will be made so that each holder of a Right,
other than Rights beneficially owned by the Acquiring Person (which
will thereupon become null and void), will thereafter have the right
to receive upon exercise of the Right at the then-current exercise
price thereof, in lieu of Preferred Shares, that number of Common
Shares having a market value of two times the exercise price of the
Right. In the event the Company does not have sufficient Common
Shares issued but not outstanding, or authorized but unissued, to
permit the exercise in full of the Rights, the Company will be
required to take all such action as may be necessary to authorize
additional Common Shares for issuance upon exercise of the Rights.
If, after a good-faith effort, the Company is unable to take all such
action, the Company will substitute, for each Common Share that would
otherwise be issuable upon exercise of a Right, a number of Preferred
Shares (or fraction thereof) with the same market value as such Com-
mon Share.
In the event that, after a person or group has become an
Acquiring Person, the Company is acquired in a merger or other
business combination transaction or 50% or more of its consolidated
assets or earning power are sold, proper provision will be made so
that each holder of a Right, other than Rights beneficially owned by
the Acquiring Person (which will thereupon become null and void),
will thereafter have the right to receive, upon the exercise thereof
at the then-current exercise price of the Right and in lieu of
Preferred Shares, that number of shares of common stock of the
acquiring company (or its parent) which at the time of such
transaction will have a market value of two times the exercise price
of the Right.
The exercise price of a Right at any date will be equal to the
Purchase Price at such date multiplied by the number of one one-
hundredths of a Preferred Share for which a Right is exercisable at
such date.
At any time after any person or group becomes an Acquiring
Person and prior to the acquisition by such person or group of 50% or
more of the outstanding Common Shares, the Board of Directors of the
Company may exchange the Rights (other than Rights owned by such
person or group, which will have become void), in whole or in part,
at an exchange ratio of one Common Share per Right (subject to
adjustment).
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an adjustment
of at least 1% in such Purchase Price. No fractional Preferred
Shares will be issued (other than fractions which are integral
multiples of one one-hundredth of a Preferred Share, which may, at
the election of the Company, be evidenced by depositary receipts)
and, in lieu thereof, an adjustment in cash will be made based on the
market price of the Preferred Shares on the last trading day prior to
the date of exercise.
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The Company, pursuant to approval by the Board of Directors, may
redeem the Rights in whole, but not in part, at any time prior to
such time as any person or group becomes an Acquiring Person, at a
price of $.01 per Right. The redemption of the Rights may be made
effective at such time, on such basis and with such conditions as the
Board of Directors may establish in its sole discretion. Immediately
upon the action of the Board of Directors ordering redemption of the
Rights, the right to exercise the Rights will terminate and the only
right of the holders of the Rights will be to receive the redemption
price specified above.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without
limitation, the right to vote or to receive dividends. Although the
distribution of the Rights will not be taxable to stockholders or to
the Company, stockholders may, depending upon the circumstances,
recognize taxable income in the event that the Rights become
exercisable for Common Shares (or other consideration) of the Company
or for common stock of the acquiring company (or its parent) as set
forth above.
The Rights Agreement may be amended or supplemented by the
Company from time to time without the approval of any holders of
Right Certificates in order to cure any ambiguity, to correct or
supplement any defective or inconsistent provisions, or to make any
other provisions with respect to the Rights which the Company may
deem necessary or desirable, provided that, from and after such time
as any person or group becomes an Acquiring Person, the Rights
Agreement may not be amended in any manner which would adversely
affect the interest of the holders of Rights.
The Rights Agreement between the Company and the Rights Agent
specifying the terms of the Rights, which includes as Exhibit B the
form of Right Certificate, and each of the amendments thereto, are
filed as exhibits hereto and are incorporated herein by reference.
The foregoing summary does not purport to be complete and is
qualified in its entirety by reference to such exhibits.
ITEM 2. EXHIBITS.
Exhibit No. Exhibit
Exhibit 1 -- Rights Agreement, dated as of
February 19, 1996, between JP
Foodservice, Inc. and The Bank
of New York, as Rights Agent
(the "Rights Agreement")
(incorporated by reference to
Exhibit 1 of the Company's
Registration Statement on Form
8-A dated February 22, 1996).
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Exhibit No. Exhibit
Exhibit 2 -- Amendment No. 1 to Rights
Agreement, dated as of May 17,
1996 (incorporated by
reference to Exhibit 10.26 to
Amendment No. 1 to the
Company's Registration State-
ment on Form S-3, Commission
File No. 333-07321).
Exhibit 3 -- Amendment No. 2 to Rights
Agreement, dated as of
September 26, 1996 (incorpo-
rated by reference to Exhibit
10.1 to Amendment No. 2 to the
Company's Registration
Statement on Form S-3, Commis-
sion File No. 333-14039).
Exhibit 4 -- Amendment No. 3 to Rights
Agreement, dated as of June
30, 1997 (incorporated by
reference to Exhibit 4.1 to
the Company's Current Report
on Form 8-K dated June 30,
1997).
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SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly caused
this amendment to be signed on its behalf by the undersigned,
thereunto duly authorized.
JP FOODSERVICE, INC.
Date: July 22, 1997
By: /s/ David M. Abramson
Name: David M. Abramson
Title: Senior Vice President,
General Counsel &
Secretary
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