<PAGE>
As filed with the Securities and Exchange Commission on November 19, 1998
Registration No. 333-________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
U.S. FOODSERVICE
(Exact name of registrant as specified in its charter)
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<S> <C>
DELAWARE 52-1634568
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
</TABLE>
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9755 PATUXENT WOODS DRIVE
COLUMBIA, MARYLAND 21046
(410) 312-7100
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
---------------
DAVID M. ABRAMSON
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
U.S. FOODSERVICE
9755 PATUXENT WOODS DRIVE
COLUMBIA, MARYLAND 21046
(410) 312-7100
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------
Copy to:
RICHARD J. PARRINO, ESQ.
HOGAN & HARTSON L.L.P.
555 THIRTEENTH STREET, N.W.
WASHINGTON, D.C. 20004
(202) 637-5600
---------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 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
<PAGE>
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
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<CAPTION>
=======================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
OFFERING AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE PRICE PER OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1) SHARE(2) PRICE(2)(3) FEE(3)
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<S> <C> <C> <C> <C>
Common Stock, par value 800,000 shares $47.38 $37,904,000 $11,181.68
$.01 per share
=======================================================================================
</TABLE>
(1) Pursuant to Rule 429 under the Securities Act, 12,925 shares of Common Stock
are being carried forward from Registration Statement No. 333-59785 and
49,074 shares of Common Stock are being carried forward from Registration
Statement No. 333-51195. Filing fees of $673.50 associated with such shares
were previously paid with such earlier Registration Statements.
(2) Estimated pursuant to Rule 457(c) under the Securities Act solely for the
purpose of calculating the registration fee.
(3) In accordance with Rule 457(c), the proposed maximum aggregate offering
price and registration fee are based upon the average of the high and low
prices for the Registrant's Common Stock on the New York Stock Exchange,
Inc. on November 16, 1998.
---------------
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.
<PAGE>
********************************************************************************
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
861,999 SHARES
U.S. FOODSERVICE
COMMON STOCK
--------------------------
U.S. Foodservice is a broadline foodservice distributor offering a
comprehensive range of food and related products to restaurants, hotels, health
care facilities, cafeterias, schools and other foodservice customers nationwide.
This prospectus relates to the offer and sale from time to time of up to 861,999
shares (the "Shares") of our Common Stock by certain U.S. Foodservice
stockholders and other persons (the "selling stockholders"). We will not receive
any proceeds from the sale of the Shares.
Our Common Stock is listed on the New York Stock Exchange and trades on the
exchange under the ticker symbol "UFS." On November 18, 1998, the last
reported sale price of our Common Stock on the New York Stock Exchange was
$48.94 per share.
Our principal executive offices are located at 9755 Patuxent Woods Drive,
Columbia, Maryland 21046, and our telephone number at that address is
(410) 312-7100.
--------------------------
SEE "RISK FACTORS" BEGINNING ON PAGE 3 FOR INFORMATION THAT YOU SHOULD
CONSIDER BEFORE PURCHASING SHARES.
--------------------------
The selling stockholders may offer their Common Stock in public or private
transactions, on or off the New York Stock Exchange, at prevailing market
prices, prices related to prevailing market prices, privately negotiated prices
or fixed prices, which may be changed.
The selling stockholders and any agents or broker-dealers that participate
with the selling stockholders in the offer and sale of Shares may be deemed to
be "underwriters" within the meaning of the Securities Act of 1933. Any
commissions they receive and any profit they realize on the resale of the Shares
purchased by them may be deemed to be underwriting commissions or discounts
under that act.
--------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED
IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
--------------------------
The date of this prospectus is _______________, 1998.
<PAGE>
IF IT IS AGAINST THE LAW IN ANY STATE TO MAKE AN OFFER TO SELL THE SHARES
(OR TO SOLICIT AN OFFER FROM SOMEONE TO BUY THE SHARES), THEN THIS PROSPECTUS
DOES NOT APPLY TO ANY PERSON IN THAT STATE, AND NO OFFER OR SOLICITATION IS MADE
BY THIS PROSPECTUS TO ANY SUCH PERSON.
YOU SHOULD RELY ONLY ON THE INFORMATION INCORPORATED BY REFERENCE OR
PROVIDED IN THIS PROSPECTUS OR ANY SUPPLEMENT. NEITHER WE NOR ANY OF THE
SELLING STOCKHOLDERS HAVE AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT
INFORMATION. YOU SHOULD NOT ASSUME THAT THE INFORMATION IN THIS PROSPECTUS OR
ANY SUPPLEMENT IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF
SUCH DOCUMENTS.
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TABLE OF CONTENTS
<S> <C>
Cautionary Note Regarding Forward-Looking Statements................... 2
Risk Factors........................................................... 3
U.S. Foodservice....................................................... 8
Dividend Policy........................................................ 9
Use of Proceeds........................................................ 9
Selling Stockholders................................................... 10
Plan of Distribution................................................... 11
Legal Matters.......................................................... 14
Experts................................................................ 14
Where You Can Find More Information.................................... 15
</TABLE>
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the information incorporated by reference in it, as
well as any prospectus supplement that accompanies it, include "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933 (the
"Securities Act") and Section 21E of the Securities Exchange Act of 1934 (the
"Exchange Act"). We intend the forward-looking statements to be covered by the
safe harbor provisions for forward-looking statements in these sections. All
statements regarding our expected financial position and operating results, our
business strategy and our financing plans are forward-looking statements. These
statements can sometimes be identified by our use of forward-looking words such
as "may," "will," "anticipate," "estimate," "expect" or "intend." Although we
believe that our expectations in such forward-looking statements are reasonable,
we cannot promise that our expectations will turn out to be correct. Our actual
results could be materially different from and worse than our expectations.
Important factors that could cause our actual results to be materially different
from our expectations include those disclosed in this prospectus under the
caption "Risk Factors."
-2-
<PAGE>
RISK FACTORS
In addition to the other information contained in this prospectus, you
should carefully consider the following risk factors relating to U.S.
Foodservice and the Common Stock before purchasing Shares.
LOW MARGIN BUSINESS; SENSITIVITY TO ECONOMIC CONDITIONS
Foodservice distribution companies like U.S. Foodservice purchase, store,
market and transport food and related products to establishments that prepare
and serve meals to be eaten away from home. Our industry is characterized by
relatively high inventory turnover with relatively low profit margins. We sell
a significant portion of our products at prices that are based on the cost of
the products plus a percentage markup. As a result, our profit levels may be
reduced during periods of food price deflation, even though our gross profit
percentage may remain relatively constant.
The foodservice distribution industry is sensitive to national and regional
economic conditions. Economic downturns in past years have adversely affected
the demand for the products we sell. Other factors also may have a negative
impact on our operating results. These factors include difficulties we may
encounter in collecting our accounts receivable, managing our inventories,
pricing our products in periods of competitive price pressures, delivering our
products in severe weather conditions, and maintaining our profit margins in
times of unexpected increases in fuel or other transportation-related costs.
These factors generally have not had a material adverse impact on our past
operations, but they could adversely affect our future operating results.
RISKS ASSOCIATED WITH FUTURE ACQUISITIONS
We follow a growth strategy of supplementing our internal expansion with
acquisitions of other foodservice businesses. Acquisitions have accounted for a
significant portion of our growth in recent years. Our acquisition strategy
involves a number of risks. We cannot provide assurance that we will
successfully identify suitable acquisition candidates, complete acquisitions,
integrate acquired operations into our existing operations or expand into new
markets in the future. Further, particular acquisitions could have an adverse
effect on our operating results. Such an adverse effect would be most likely to
occur in the fiscal periods immediately following an acquisition when we seek to
integrate the operations of the acquired business into our own operations. The
businesses we acquire may not achieve the same levels of net sales or
profitability they achieved before we acquired them, or otherwise perform as we
expected when we acquired those businesses. Because of these factors, we may
not be able to increase our revenues or earnings through future acquisitions at
the same rates we achieved through our earlier acquisitions.
The way we finance acquisitions for cash also may involve risks. We may
decide to obtain funds for acquisitions through additional bank borrowings or by
issuing debt securities or Common Stock. If we increase our bank borrowings or
issue debt securities, we will increase our level of indebtedness, while if we
issue additional Common Stock, we may dilute the ownership of our stockholders.
In addition, we may not be able to obtain the funds we need on advantageous
terms.
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<PAGE>
IMPACT OF THE YEAR 2000 ISSUE ON OUR BUSINESS
We and other companies we do business with rely on numerous computer
programs in managing day-to-day operations. We have undertaken a program to
address the Year 2000 issue, which results from a programming convention in
which computer programs use two digits rather than four to define the applicable
year. An inability of computer programs to recognize a year that begins with
"20" could result in system failures, miscalculations or errors which might
disrupt our operations or cause other business problems, including a temporary
inability to process transactions, send invoices or engage in similar normal
business activities. Our Year 2000 program is focused on both our internal
computer systems and third-party computer systems, including the systems of some
of our important suppliers and customers. We currently expect to continue to
incur internal staff costs and other expenses of up to $5 million to complete
our Year 2000 compliance work with respect to our major information systems. It
is possible that we will have to increase this estimate as we complete our
assessment of the impact of the Year 2000 issue on our business. In addition,
we may have to replace or upgrade certain systems or equipment at a substantial
cost. We cannot be sure that we will be able to resolve the Year 2000 issue in
1998 or 1999. If we fail to resolve the Year 2000 issue, or if our important
suppliers and customers fail to resolve their Year 2000 issues as they relate to
U.S. Foodservice, the Year 2000 problem could have a material adverse impact on
our operating results and financial condition.
RISKS OF LABOR DISPUTES OR WORK STOPPAGES
At the end of our 1998 fiscal year on June 27, 1998, approximately 3,000 of
our employees were members of approximately 40 different local unions associated
with the International Brotherhood of Teamsters and other labor organizations.
These employees represented approximately 27% of our full-time employees and
approximately 29% of the employees employed in our warehouse and distribution
operations. Collective bargaining contracts covering approximately 870 of our
employees will expire during our 1999 fiscal year. We have not experienced any
significant labor disputes or work stoppages, and believe that our relations
with our employees are satisfactory. A labor dispute or work stoppage, however,
could have a material adverse effect on our business.
INTENSE COMPETITION IN THE FOODSERVICE DISTRIBUTION INDUSTRY
Our industry is extremely fragmented, with over 3,000 companies in
operation in 1998. The number and diverse nature of these companies result in
intensely competitive conditions. Our competition includes not only other
broadline distributors, which provide a comprehensive range of food and related
products from a single source of supply, but also specialty distributors and
system distributors. Specialty distributors generally supply one or two product
categories, while system distributors typically supply a narrow range of
products to a limited number of multi-unit businesses operating in a broad
geographical area. We compete in each of our markets with at least one other
large national distribution company, generally SYSCO Corp. or Alliant
Foodservice, Inc., as well as with numerous regional and local distributors. In
seeking acquisitions of other foodservice businesses, we compete against both
other foodservice distribution companies and financial investors.
-4-
<PAGE>
SIGNIFICANT INDEBTEDNESS
At September 26, 1998, our ratio of total debt to total capitalization was
approximately 61%. For purposes of this ratio, we have included as debt $250
million of accounts receivable securitization arrangements which, in accordance
with generally accepted accounting principles, we do not account for as debt on
our balance sheet. We may incur additional indebtedness in the future, subject
to certain limitations contained in the instruments governing our indebtedness.
Based upon our current level of operations, we believe that our cash flow from
operations, together with borrowings under our revolving credit facility and our
other sources of liquidity, will be adequate to meet our anticipated
requirements for working capital, capital expenditures and debt service. We
cannot promise, however, that our business will continue to generate cash flow
at or above anticipated levels. If we fail to generate sufficient cash flow from
operations in the future, our failure could have a material adverse effect on
our results of operations and financial condition. If we are unable to generate
sufficient cash flow from operations in the future to service our debt and make
necessary capital expenditures, we may have to finance all or a portion of our
existing debt, sell assets or obtain additional financing. There can be no
assurance as to whether, or the terms on which, we could accomplish any such
refinancing or asset sales or could obtain any additional financing.
DEPENDENCE ON SENIOR MANAGEMENT
We largely depend for our success on the skills, experience and efforts of
members of our senior management. To date, we generally have been successful in
retaining the services of our senior management. If we were to lose the
services of one or more of our senior management, however, our business and
development could be adversely affected.
SHARES ELIGIBLE FOR FUTURE SALE
Future sales of substantial amounts of Common Stock in the public market,
or the perception that such sales could occur, could adversely affect prevailing
market prices for the Common Stock and could impair our future ability to raise
capital through an offering of equity securities. As of November 6, 1998, there
were 47,287,425 outstanding shares of Common Stock. Of our outstanding shares,
approximately ___________ million shares were "restricted securities" within the
meaning of Rule 144 under the Securities Act or shares held by our affiliates.
The holders of these shares may not sell them except in compliance with the
registration requirements of the Securities Act or pursuant to an exemption from
registration, such as the exemption provided by Rule 144.
REGISTRATION RIGHTS
We have granted registration rights with respect to our Common Stock
primarily to holders of Common Stock we issued in our acquisition of other
foodservice businesses. These registration rights obligate us to register the
sale of this Common Stock under the Securities Act. As of the date of this
prospectus, approximately ________ million shares of Common Stock, or ____% of
our outstanding Common Stock, are entitled to the benefits of these registration
rights.
We have granted registration rights with respect to the 7,808,903 shares of
Common Stock held by stockholders (the "Merrill Lynch Investors") affiliated
with Merrill Lynch & Co., Inc., an international
-5-
<PAGE>
investment banking and advisory firm. We issued these shares to the Merrill
Lynch Investors when we acquired Rykoff-Sexton, Inc. ("Rykoff-Sexton") by merger
in December 1997. The Merrill Lynch Investors are entitled to require us to
register the sale of their shares on up to four occasions under the Securities
Act. We will be required to file the registration statement within 30 business
days after exercise of any demand right. In addition, in connection with any
such registration or if we otherwise propose to register any shares of Common
Stock under the Securities Act in the future, the Merrill Lynch Investors are
entitled to require us, subject to certain conditions, to include all or a
portion of their shares in such a registration. These registration rights are
subject to certain notice requirements, timing restrictions and volume
limitations which may be imposed by the underwriters of an offering. We are also
required by various registration rights agreements, with limited exceptions, to
maintain a continuously effective registration statement covering resales of
Common Stock issued to stockholders of acquired businesses. We expect to grant
registration rights to the stockholders of other foodservice businesses we may
acquire in the future.
VOLATILITY OF MARKET PRICE FOR COMMON STOCK
From time to time, there may be significant volatility in the market price
for the Common Stock. A number of factors involving U.S. Foodservice and the
foodservice distribution industry could contribute to this volatility. These
factors include the following:
. quarterly operating results of U.S. Foodservice or other distributors
of food and related goods;
. changes in general conditions in the economy, the financial markets
or the food distribution or foodservice industries;
. announcement of proposed acquisitions and any failure to complete
announced acquisitions;
. unusual weather conditions; and
. other developments affecting U.S. Foodservice or its competitors.
In addition, the stock market has experienced extreme price and volume
fluctuations in recent years. This volatility has had a significant effect on
the market prices of securities issued by many companies for reasons unrelated
to their operating performance.
POTENTIAL INFLUENCE BY AND RELATIONSHIP WITH MERRILL LYNCH INVESTORS
As of August 31, 1998, the Merrill Lynch Investors held approximately 16.8%
of our outstanding Common Stock, which constituted the largest percentage of our
Common Stock beneficially owned by any person or group. Under our merger
agreement with Rykoff-Sexton, the Merrill Lynch Investors have designated two
members of our Board of Directors. In addition, our relationship with the
Merrill Lynch Investors is governed by a standstill agreement which they
originally entered into with Rykoff-Sexton and which is now for our benefit.
Under this agreement, the Merrill Lynch Investors have agreed to vote the Common
Stock owned by them and their affiliates for U.S. Foodservice's nominees
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<PAGE>
to the Board of Directors, in accordance with the recommendation of the
Nominating Committee of the Board of Directors. The Merrill Lynch Investors
also have agreed that neither they nor any of their affiliates will
participate in proxy solicitations, acquire additional Common Stock or
otherwise engage in transactions, or take actions, involving a change of
control of U.S. Foodservice. The standstill agreement specifies exceptions to
these obligations. The Common Stock owned by the Merrill Lynch Investors is
subject to certain restrictions on sale or transfer. The Merrill Lynch
Investors may not solicit, offer, seek to effect or negotiate with any person
with respect to sales or transfers of the Common Stock held by them unless the
standstill agreement otherwise permits these actions.
The Common Stock held by the Merrill Lynch Investors constitutes a
significant block of the voting power of the outstanding Common Stock. The
voting of such Common Stock as required by the standstill agreement will make it
easier for the Board of Directors to obtain the approval of U.S. Foodservice
stockholders for the election of the Board's director nominees. This voting
block also could facilitate or impede the approval of any other matter requiring
approval of our stockholders, including a merger, consolidation or other
business combination involving U.S. Foodservice. In addition, it could
discourage a potential acquiror from making a tender offer or otherwise
attempting to obtain control of U.S. Foodservice.
PROVISIONS WITH POSSIBLE ANTI-TAKEOVER EFFECTS
Our certificate of incorporation and bylaws contain provisions that could
have anti-takeover effects, even if a change in control of U.S. Foodservice
would be beneficial to the interests of our stockholders. These provisions
include a requirement that our Board of Directors be divided into three classes,
with approximately one-third of the directors to be elected each year. This
classification of directors makes it more difficult for stockholders to change
the composition of the Board of Directors. In addition, the Board of Directors
has the authority to issue up to 5,000,000 shares of preferred stock in one or
more series and to fix the powers, preferences and rights of each series without
stockholder approval. The ability to issue preferred stock could discourage
unsolicited acquisition proposals or make it more difficult for a third party to
gain control of U.S. Foodservice, or otherwise could adversely affect the market
price of our Common Stock.
In 1996, our Board of Directors adopted a "poison pill" shareholder rights
plan, which may discourage a third party from making a proposal to acquire us.
Under the plan, preferred share purchase rights, which are attached to the
Common Stock, generally will be triggered upon the acquisition (or certain
actions that would result in the acquisition) of 10% or more of the Common Stock
by any person or group. Investors eligible to report their ownership of the
Common Stock on Schedule 13G under the Exchange generally may acquire up to 15%
of the Common Stock without triggering these rights.
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<PAGE>
U.S. FOODSERVICE
U.S. Foodservice is the nation's second largest broadline foodservice
distributor based on sales of approximately $5.5 billion in our 1998 fiscal
year. Broadline distributors like U.S. Foodservice offer a comprehensive range
of food and related products from a single source of supply and provide
foodservice establishments with the cost savings associated with large, full-
service deliveries. We operate from 37 full-service distribution centers
nationwide and offer our products and services across a broad geographic area
encompassing more than 85% of the U.S. population.
We market and distribute more than 40,000 national, private label and
signature brand items to over 130,000 foodservice customers, including
restaurants, hotels, health care facilities, cafeterias and schools. Our
diverse customer base encompasses both independent and multi-unit (or "chain")
businesses. We also provide restaurant design and engineering services for all
types of foodservice operations through our contract and design offices.
We supplement our internal expansion with an active program of strategic
acquisitions to take advantage of growth opportunities from ongoing
consolidation in the fragmented foodservice distribution industry. We seek to
increase penetration of our existing markets through "fold-in" acquisitions of
small, privately-owned distributors operating in those markets and to expand
into new markets through acquisitions of larger-sized distributors.
On December 23, 1997, we acquired Rykoff-Sexton by merger. At the time of
the acquisition, Rykoff-Sexton was the nation's third largest broadline
foodservice distributor based on net sales. Rykoff-Sexton, which is now called
U.S. Foodservice, Inc., operates as our wholly owned subsidiary. In the merger,
holders of Rykoff-Sexton common stock received Common Stock representing
approximately 50% of our outstanding Common Stock after the merger. We have
accounted for our acquisition of Rykoff-Sexton as a pooling of interests in
accordance with generally accepted accounting principles.
On February 27, 1998, we changed our corporate name from JP Foodservice,
Inc. to U.S. Foodservice. References in this prospectus to U.S. Foodservice
prior to February 27, 1998 are to JP Foodservice, Inc. In addition, when
we refer in this prospectus to the Company or U.S. Foodservice, we mean
U.S. Foodservice and its consolidated subsidiaries.
-8-
<PAGE>
DIVIDEND POLICY
We have never paid cash dividends on our Common Stock and we do not
anticipate that we will pay cash dividends in the foreseeable future. We are
legally required to comply with financial tests and other restrictions contained
in our credit facility agreements and in the indenture under which Rykoff-Sexton
issued public notes. These agreements may restrict our ability to pay cash
dividends on the Common Stock.
USE OF PROCEEDS
The selling stockholders will receive all of the net proceeds from the sale
of their Shares. Accordingly, U.S. Foodservice will not receive any proceeds
from the sale of the Shares.
-9-
<PAGE>
SELLING STOCKHOLDERS
The selling stockholders include former stockholders of three foodservice
businesses we have acquired: Westlund Provisions, Inc. ("Westlund Provisions"),
Lone Star Institutional Grocers, Inc. ("Lone Star") and Joseph Webb Foods, Inc.
("Webb"). We issued 49,074 of the Shares to the former stockholders of
Westlund Provisions, the first six persons listed in the table below, in
consideration for our acquisition of Westlund Provisions in the third quarter of
fiscal 1998. We issued 12,925 of the Shares to C. Donald Stahl in consideration
for our acquisition of Lone Star in the first quarter of fiscal 1999. We issued
_______ of the Shares to the former stockholders of Webb, the last three persons
listed in the table below, in consideration for our acquisition of Webb in the
second quarter of fiscal 1999. We have registered the Shares under the
Securities Act in accordance with registration rights we granted to the selling
stockholders when we acquired their businesses. Our registration of the Shares
does not necessarily mean that any selling stockholder will sell all or any of
his Shares.
The following table sets forth certain information with respect to the
selling stockholders. None of the selling stockholders owns Common Stock prior
to this offering that represents, or will own Common Stock after this offering
that will represent, 1% or more of the outstanding Common Stock. The
information in the following table is provided as of November 6, 1998 with
respect to the Westlund Provisions selling stockholders and C. Donald Stahl and
as of November __, 1998 with respect to the Webb selling stockholders.
<TABLE>
<CAPTION>
NAME OF SHARES BENEFICIALLY SHARES SHARES BENEFICIALLY
BENEFICIAL OWNER OWNED PRIOR TO OFFERING OFFERED OWNED AFTER OFFERING
- ---------------- ----------------------- ------- --------------------
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Richard Hafdal 30,049 30,049 0
Gary Hafdal 498 498 0
Frank Roedl 2,322 2,322 0
Rod Buck 8,616 8,616 0
Sharon Robbins 166 166 0
B. Scott Ball 7,423 7,423 0
C. Donald Stahl 12,925 12,925 0
J. Christopher Reyes
M. Jude Reyes
David K. Reyes
</TABLE>
Before we acquired Westlund Provisions, Richard Hafdal served as a
director and Chief Executive Officer of Westlund Provisions, Gary Hafdal served
as a director and Chief Financial Officer/Treasurer of Westlund Provisions and
Frank Roedl served as President and Chief Operating Officer of Westlund
Provisions. We currently employ each of these persons as a branch-level
manager.
C. Donald Stahl served as President and a director of Lone Star before we
acquired Lone Star. We currently employ Mr. Stahl as a branch-level manager.
Before we acquired Webb, J. Christopher Reyes served as a director,
President and Secretary of Webb, M. Jude Reyes served as a director and Vice
President of Webb, and David K. Reyes served as a director, Vice President and
Assistant Treasurer of Webb. We do not currently employ any of these persons.
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<PAGE>
PLAN OF DISTRIBUTION
The Shares may be sold or distributed from time to time by the selling
stockholders, by their donees or transferees or by their other successors in
interest. The selling stockholders may sell their Shares at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices, at negotiated prices, or at fixed prices, which may be changed. Each
selling stockholder reserves the right to accept or reject, in whole or in
part, any proposed purchase of Shares, whether the purchase is to be made
directly or through agents.
The selling stockholders may offer their Shares at various times in one or
more of the following transactions:
. in ordinary brokers' transactions and transactions in which the broker
solicits purchasers;
. in transactions involving cross or block trades or otherwise on the
New York Stock Exchange;
. in transactions in which brokers, dealers or underwriters purchase the
Shares as principal and resell the Shares for their own accounts
pursuant to this prospectus;
. in transactions "at the market" to or through market makers in the
Common Stock or into an existing market for the Common Stock;
. in other ways not involving market makers or established trading
markets, including direct sales of the Shares to purchasers or sales
of the Shares effected through agents;
. through transactions in options, swaps or other derivatives (which
may or may not be listed on an exchange);
. in privately negotiated transactions;
. in transactions to cover short sales; or
. in a combination of any of the foregoing transactions.
The selling stockholders also may sell their Shares in accordance with Rule 144
under the Securities Act.
From time to time, one or more of the selling stockholders may pledge,
hypothecate or grant a security interest in some or all of the Shares owned by
them. If the selling stockholders default in performance of the obligations
secured by the Shares, the pledgees, secured parties or persons to whom they
hypothecated the Shares will be deemed to be selling stockholders for purposes
of this prospectus. The number of Shares beneficially owned by selling
stockholders who transfer, donate, pledge, hypothecate or grant a security
interest in their Shares will decrease as and when the selling stockholders take
these actions. The plan of distribution for the Shares sold under this
prospectus will otherwise remain unchanged, except that the transferees, donees
or other successors in interest will be selling stockholders for purposes of
this prospectus.
-11-
<PAGE>
A selling stockholder may sell short the Common Stock. The selling
stockholder may deliver this prospectus in connection with such short sales and
use the Shares offered by this prospectus to cover such short sales.
A selling stockholder may enter into hedging transactions with broker-
dealers. The broker-dealers may engage in short sales of the Common Stock in
the course of hedging the positions they assume with the selling stockholder,
including positions assumed in connection with distributions of the Shares by
such broker-dealers. A selling stockholder also may enter into option or other
transactions with broker-dealers that involve the delivery of the Shares to the
broker-dealers, who may then resell or otherwise transfer such Shares. In
addition, a selling stockholder may loan or pledge Shares to a broker-dealer,
which may sell the loaned Shares or, upon a default by the selling stockholder
of the secured obligation, may sell or otherwise transfer the pledged Shares.
The selling stockholders may use brokers, dealers, underwriters or agents
to sell their Shares. The persons acting as agents may receive compensation in
the form of commissions, discounts or concessions. This compensation may be
paid by the selling stockholders or the purchasers of the Shares for whom such
persons may act as agent, or to whom they may sell as principal, or both. The
compensation as to a particular person may be less than or in excess of
customary commissions. The selling stockholders and any agents or broker-
dealers that participate with the selling stockholders in the offer and sale of
the Shares may be deemed to be "underwriters" within the meaning of the
Securities Act. Any commissions they receive and any profit they realize on the
resale of the Shares by them may be deemed to be underwriting discounts and
commissions under the Securities Act. Neither we nor any selling stockholders
can presently estimate the amount of such compensation. The selling
stockholders have advised us that they have not entered into any arrangements
with any other U.S. Foodservice stockholder or with any broker, dealer,
underwriter or agent relating to the sale or distribution of their Shares.
We have advised the selling stockholders that during such time as they may
be engaged in a distribution of the Shares, they are required to comply with
Regulation M under the Exchange Act. With certain exceptions, Regulation M
prohibits any selling stockholder, any affiliated purchasers and any broker-
dealer or other person who participates in such distribution from bidding for or
purchasing, or attempting to induce any person to bid for or purchase, any
security which is the subject of the distribution until the entire distribution
is complete. Regulation M also prohibits any bids or purchases made in order to
stabilize the price of a security in connection with the distribution of that
security. The foregoing restrictions may affect the marketability of the
Shares.
Under our registration rights agreements with the selling
stockholders, we are required to bear the expenses relating to this offering,
excluding any underwriting discounts or commissions, stock transfer taxes and
fees of legal counsel to the selling stockholders. We estimate these expenses
will total approximately $60,000.
We have agreed to indemnify the selling stockholders and any underwriters,
brokers, dealers or agents (and their respective controlling persons) against
certain liabilities, including certain liabilities under the Securities Act.
It is possible that a significant number of Shares could be sold at the
same time. Such sales, or the perception that such sales could occur, may
adversely affect prevailing market prices for the Common Stock.
-12-
<PAGE>
This offering by any selling stockholder will terminate on the date
specified in the selling stockholder's registration rights agreement with U.S.
Foodservice or, if earlier, on the date on which the selling stockholder has
sold all of his Shares.
-13-
<PAGE>
LEGAL MATTERS
For purposes of this offering, Hogan & Hartson L.L.P., Washington, D.C.,
has given its opinion as to the validity of the Shares offered by the Westlund
Provisions selling stockholders and C. Donald Stahl and Miles & Stockbridge
P.C., Baltimore, Maryland, has given its opinion as to the validity of the
Shares offered by the Webb selling stockholders.
EXPERTS
U.S. Foodservice. The consolidated financial statements of U.S.
Foodservice as of June 28, 1997 and June 27, 1998 and for the years then ended
incorporated by reference in this prospectus have been incorporated by reference
herein and in the registration statement in reliance upon the report of
KPMG Peat Marwick LLP, independent certified public accountants, incorporated
herein by reference and upon the authority of said firm as experts in auditing
and accounting.
The consolidated financial statements of U.S. Foodservice (formerly JP
Foodservice, Inc.) for the year ended June 29, 1996 and for the year ended June
29, 1996 incorporated by reference in this prospectus have been so incorporated
in reliance on the report of PricewaterhouseCoopers LLP, independent public
accountants, given on the authority of said firm as experts in auditing and
accounting.
Valley Industries, Inc. The combined financial statements of Valley
Industries, Inc. and Subsidiaries and Z Leasing Company (a General Partnership)
for the year ended January 31, 1996 incorporated by reference in this prospectus
have been incorporated by reference herein and in the registration statement in
reliance upon the report of KPMG Peat Marwick LLP, independent certified public
accountants, incorporated herein by reference and upon the authority of such
firm as experts in accounting and auditing.
Rykoff-Sexton. The audited consolidated financial statements of Rykoff-
Sexton and subsidiaries as of June 28, 1997 and for the fiscal years ended
June 28, 1997 and April 27, 1996 and the nine-week transition period ended
June 29, 1996 incorporated by reference in this prospectus have been audited
by Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto and are incorporated by reference herein in
reliance upon the authority of said firm as experts in giving said reports.
-14-
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC under the Exchange Act. Our Exchange Act file number
for our SEC filings is 0-24954. You may read and copy any document we file at
the following SEC public reference rooms:
<TABLE>
<CAPTION>
<S> <C> <C>
450 Fifth Street, N.W. Seven World Trade Center 500 West Madison Street
Room 1024 Suite 1300 Suite 1400
Washington, D.C. 20549 New York, New York 10048 Chicago, Illinois 60661
</TABLE>
You may obtain information on the operation of the public reference room in
Washington, D.C. by calling the SEC at 1-800-SEC-0330.
We file information electronically with the SEC. Our SEC filings also are
available from the SEC's Internet site at http://www.sec.gov, which contains
reports, proxy and information statements, and other information regarding
issuers that file electronically.
You also may inspect our SEC filings and other information concerning
U.S. Foodservice at the offices of the New York Stock Exchange located at
20 Broad Street, New York, New York 10005.
This prospectus is part of a registration statement we filed with the SEC.
The SEC allows us to "incorporate by reference" certain documents we file with
it, which means that we can disclose important information to you by referring
you to those documents. The information incorporated by reference is considered
to be part of this prospectus, and information that we file later with the SEC
will automatically update and supersede this information. We incorporate by
reference the documents listed below and any future filings we will make with
the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act until all of
the selling stockholders sell all of the Shares or the offering is otherwise
terminated:
1. the Annual Report on Form 10-K for our fiscal year ended June 27,
1998, including the information we incorporated by reference from the
U.S. Foodservice proxy statement for our annual meeting of
stockholders held on November 20, 1998;
2. the Quarterly Report on Form 10-Q for our fiscal quarter ended
September 26, 1998;
3. the Current Report on Form 8-K which we filed on September 11, 1998;
4. the description of the Common Stock contained in our Registration
Statement on Form 8-A which we filed on December 20, 1996, including
any amendments or reports we file for the purpose of updating this
description; and
5. the description of the preferred share purchase rights attached to the
Common Stock which is contained in our Registration Statement on Form
8-A which we filed on December 20, 1996, including any amendments or
reports we file for the purpose of updating this description.
We will provide a copy of the information we incorporate by reference, at
no cost, to each person, including any beneficial owner of our Common Stock, to
whom this prospectus is delivered. To request a copy of any or all of this
information, you should write or telephone us at the following address and
telephone number:
Investor Relations
U.S. Foodservice
9755 Patuxent Woods Drive
Columbia, Maryland 21046
Telephone: (410) 312-7100
-15-
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by the Company in connection
with the sale and distribution of the securities being registered. All amounts
except the Securities and Exchange Commission registration fee are estimated.
<TABLE>
<CAPTION>
ITEM AMOUNT
- ---- ----------
<S> <C>
Registration fee................... $ 11,181.68
Blue Sky fees and expenses......... *
Printing and engraving expenses.... *
Legal fees and expenses............ *
Accounting fees and expenses....... *
Transfer Agent and Registrar fees.. *
Miscellaneous...................... *
-----------
Total $ *
===========
- -------------------
* To be filed by amendment.
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Reference is made to the provisions of Article XII of the registrant's
Restated Certificate of Incorporation filed as Exhibit 3.1 hereto and the
provisions of Article XII of the registrant's Amended and Restated By-laws filed
as Exhibit 3.2 hereto.
The registrant is a Delaware corporation, subject to the applicable
indemnification provisions of the General Corporation Law of the State of
Delaware (the "DGCL"). Section 145 of the DGCL provides for the
indemnification, under certain circumstances, of any person in connection with
any action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than derivative actions), brought or threatened involving
such persons because of such person's service in any such capacity with respect
to another corporation or other entity at the request of such corporation.
The registrant's Amended and Restated By-Laws provide for the
indemnification of the officers and directors of the registrant to the fullest
extent permitted by the DGCL. Article XII of the By-Laws provides that each
person who was or is made a party to (or is threatened to be made a party to)
any civil or criminal action, suit or proceeding by reason of the fact that such
person is or was a director or officer of the registrant shall be indemnified
and held harmless by the registrant to the fullest extent authorized by the DGCL
against all expense, liability and loss (including, without limitation,
attorneys' fees) incurred by such person in connection therewith, if such person
acted in good faith and in a manner such person reasonably believed to be or not
II-1
<PAGE>
opposed to the best interests of the registrant and had no reason to believe
that such person's conduct was illegal.
Article XII of the registrant's Restated Certificate of Incorporation
provides that, to the fullest extent permitted by the DGCL, the registrant's
directors will not be personally liable to the registrant or its stockholders
for monetary damages resulting from a breach of their fiduciary duties as
directors. However, nothing contained in such Article XII shall eliminate or
limit the liability of directors (i) for any breach of the director's duty of
loyalty to the registrant or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of the
law, (iii) under Section 174 of the DGCL or (iv) for any transaction from which
the director derived an improper personal benefit.
The registrant maintains directors and officers liability insurance, which
covers directors and officers of the registrant against certain claims or
liabilities arising out of the performance of their duties.
In the registration rights agreements with the Company pursuant to which
the securities offered hereby are being registered, the selling stockholders
have agreed to indemnify the registrant, its directors, officers and agents and
each person, if any, who controls the registrant against certain liabilities,
including certain liabilities under the Securities Act.
ITEM 16: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
The following Exhibits are filed herewith or incorporated herein by
reference:
3.1 Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 to the Company's
Registration Statement on Form S-3 (Commission File No. 333-
59785)).
3.2 Amended and Restated By-Laws of the Company (incorporated by
reference to Exhibit 3.2 to the Company's Registration Statement
on Form S-3 (Commission File No. 333-41795)).
4.1 Specimen certificate representing common stock, par value
$.01 per share, of the Company (incorporated by reference to
Exhibit 4.1 to the Company's Registration Statement on Form S-3
(Commission File No. 333-27275)).
4.2 Rights Agreement, dated as of February 19, 1996, between U.S.
Foodservice and The Bank of New York, as Rights Agent (the
"Rights Agreement") (incorporated by reference to Exhibit 1 to
the Company's Registration Statement on Form 8-A dated February
22, 1996).
II-2
<PAGE>
4.3 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 Statement on Form S-3 (Commission File
No. 333-07321)).
4.4 Amendment No. 2 to Rights Agreement, dated as of September 26,
1996 (incorporated by reference to Exhibit 10.1 to Amendment No.
2 to the Company's Registration Statement on Form S-3 (Commission
File No. 333-14039)).
4.5 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 filed on July 2, 1997).
4.6 Amendment No. 4 to Rights Agreement, dated as of December 23,
1997 (incorporated by reference to the Company's Current Report
on Form 8-K filed on January 7, 1998).
*5.1 Opinion of Miles & Stockbridge P.C., counsel to the Company,
regarding the validity of the securities being offered by certain of
the selling stockholders.
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.2 Consents of KPMG Peat Marwick LLP, Independent Accountants.
23.3 Consent of Arthur Andersen LLP, Independent Accountants.
*23.4 Consent of Miles & Stockbridge P.C. (contained in Exhibit 5.1).
24 Power of Attorney (included in signature page).
- ------------
* To be filed by amendment.
(b) Financial Statement Schedules
Either not applicable or shown in the financial statements or notes
thereto.
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
II-3
<PAGE>
(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% 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 by the registrant pursuant
to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(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.
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, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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.
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 General Corporation Law of the State of Delaware, the
Restated Certificate of Incorporation or the Amended and Restated By-Laws of
registrant, indemnification agreements entered into between registrant and its
officers and directors, 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 Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer, or controlling person of the registrant in the successful defense of
any action, suit or
II-4
<PAGE>
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Columbia, State of Maryland, on November 19,
1998.
U.S. FOODSERVICE
By: /s/ JAMES L. MILLER
-----------------------
James L. Miller
President and Chief
Executive Officer
(Duly Authorized Officer)
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Lewis Hay, III, David M. Abramson and
George T. Megas, and each of them, as his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, 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/ JAMES L. MILLER Chairman of the Board, President November 19, 1998
- --------------------- and Chief Executive Officer
James L. Miller (Principal Executive Officer)
/s/ LEWIS HAY, III Director, Executive Vice President November 19, 1998
- --------------------- and Chief Financial Officer
Lewis Hay, III (Principal Financial Officer)
/s/ GEORGE T. MEGAS Vice President-Finance November 19, 1998
- --------------------- (Principal Accounting Officer)
George T. Megas
/s/ MICHAEL J. DRABB Director November 19, 1998
- ---------------------
Michael J. Drabb
/s/ DAVID M. ABRAMSON Director November 19, 1998
- ---------------------
David M. Abramson
/s/ ERIC E. GLASS Director November 19, 1998
- ---------------------
Eric E. Glass
</TABLE>
II-6
<PAGE>
<TABLE>
<S> <C> <C>
/s/ MARK P. KAISER Director November 19, 1998
- --------------------------
Mark P. Kaiser
/s/ PAUL I. LATTA, JR. Director November 19, 1998
- --------------------------
Paul I. Latta, Jr.
/s/ DEAN R. SILVERMAN Director November 19, 1998
- --------------------------
Dean R. Silverman
/s/ JEFFREY D. SERKES Director November 19, 1998
- --------------------------
Jeffrey D. Serkes
/s/ JAMES P. MISCOLL Director November 19, 1998
- --------------------------
James P. Miscoll
/s/ BERNARD SWEET Director November 19, 1998
- --------------------------
Bernard Sweet
/s/ JAMES I. MASLON Director November 19, 1998
- --------------------------
James I. Maslon
/s/ NEIL I. SELL Director November 19, 1998
- --------------------------
Neil I. Sell
/s/ ALBERT J. FITZGIBBONS, III Director November 19, 1998
- -------------------------------
Albert J. Fitzgibbons, III
/s/ MATTHIAS B. BOWMAN Director November 19, 1998
- --------------------------
Matthias B. Bowman
</TABLE>
II-7
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBITS
3.1 Restated Certificate of Incorporation of the Company (incorporated by
reference to Exhibit 3.1 to the Company's Registration Statement on
Form S-3 (Commission File No. 333-59785)).
3.2 Amended and Restated By-Laws of the Company (incorporated by reference
to Exhibit 3.2 to the Company's Registration Statement on Form S-3
(Commission File No. 333-41795)).
4.1 Specimen certificate representing common stock, par value $.01 per
share, of the Company (incorporated by reference to Exhibit 4.1 to the
Company's Registration Statement on Form S-3 (Commission File
No. 333-27275)).
4.2 Rights Agreement, dated as of February 19, 1996, between U.S.
Foodservice and The Bank of New York, as Rights Agent (the "Rights
Agreement") (incorporated by reference to Exhibit 1 to the Company's
Registration Statement on Form 8-A dated February 22, 1996).
4.3 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 Statement on Form S-3 (Commission File
No. 333-07321)).
4.4 Amendment No. 2 to Rights Agreement, dated as of September 26, 1996
(incorporated by reference to Exhibit 10.1 to Amendment No. 2 to
the Company's Registration Statement on Form S-3 (Commission File
No. 333-14039)).
4.5 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 filed on July 2, 1997).
4.6 Amendment No. 4 to Rights Agreement, dated as of December 23, 1997
(incorporated by reference to the Company's Current Report on Form 8-K
filed on January 7, 1998).
<PAGE>
*5.1 Opinion of Miles & Stockbridge P.C., counsel to Company, regarding the
validity of the securities being offered by certain of the selling
stockholders.
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.2 Consents of KPMG Peat Marwick LLP, Independent Accountants.
23.3 Consent of Arthur Andersen LLP, Independent Accountants.
*23.4 Consent of Miles & Stockbridge P.C. (contained in Exhibit 5.1).
24 Power of Attorney (included in signature page).
- -------------------
* To be filed by amendment.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
August 2, 1996, except as to Note 16, which is as of September 10, 1996 and
except as to the pooling of interests with Valley Industries, Inc. and with
Squeri Food Service, Inc. which is as of November 14, 1996, which appears on
page F-5 of U.S. Foodservice (formerly JP Foodservice, Inc.) Form 10-K for the
year ended June 27, 1998. We also consent to the references to us under the
heading "Experts" in such Prospectus.
PRICEWATERHOUSECOOPERS LLP
Linthicum, Maryland
November 13, 1998
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
U.S. Foodservice:
We consent to incorporation by reference in this registration statement on Form
S-3 of U.S. Foodservice of our report dated August 14, 1998, relating to the
consolidated balance sheets of U.S. Foodservice and Subsidiaries as of June 28,
1997 and June 27, 1998, and the related consolidated statements of operations,
stockholders' equity, and cash flows for the years then ended, which report
appears in the Form 10-K of U.S. Foodservice for the year ended June 27, 1998
and to the reference to our firm under the heading "Experts" in such
registration statement.
KPMG PEAT MARWICK LLP
Baltimore, Maryland
November 13, 1998
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
Valley Industries, Inc. and
Z Leasing Company:
We consent to the incorporation by reference in the registration statement of
U.S. Foodservice on Form S-3 of our report dated June 17, 1996, with respect to
the combined statements of earnings, stockholders' and partners' equity, and
cash flows for the year ended January 31, 1996, which report appears in the Form
10-K of U.S. Foodservice for the year ended June 27, 1998 and to the reference
to our firm under the heading "Experts" in such registration statement of U.S.
Foodservice.
KPMG PEAT MARWICK LLP
Baltimore, Maryland
November 13, 1998
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-3 of our report dated August 14, 1997, originally
included in Rykoff-Sexton, Inc.'s Form 10-K, as amended by Form 10-K/A, for the
fiscal year ended June 28, 1997, and subsequently included in U.S. Foodservice's
(formerly JP Foodservice, Inc.) Form 8-K/A-1 dated March 9, 1998 and Form 10-K
dated September 24, 1998, and to all references to our Firm included in this
Registration Statement.
ARTHUR ANDERSEN LLP
Philadelphia, Pennsylvania
November 13, 1998
