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As filed with the Securities and Exchange Commission on March 1, 1999
Registration No. 333-67553
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 3
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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U.S. FOODSERVICE
(Exact name of registrant as specified in its charter)
Delaware 52-1634568
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
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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)
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David M. Abramson, Esq.
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)
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Copy to:
Richard J. Parrino, Esq.
Hogan & Hartson L.L.P.
555 Thirteenth Street, N.W.
Washington, D.C. 20004
(202) 637-5600
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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 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. [_]
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PROSPECTUS
1,506,320 SHARES
U.S. FOODSERVICE
COMMON STOCK
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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 1,506,320 shares of our common stock by the U.S. Foodservice stockholders
named in this prospectus. We will not receive any proceeds from the sale of
such shares.
Our common stock is listed on the New York Stock Exchange and trades on the
exchange under the ticker symbol "UFS." On February 26, 1999, the last reported
sale price of our common stock on the New York Stock Exchange was $46.44 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.
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See "Risk Factors" beginning on page 3 for information that you should
consider before purchasing the shares offered by this prospectus.
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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.
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The date of this prospectus is March 1, 1999.
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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 provided or incorporated by
reference 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.
TABLE OF CONTENTS
<TABLE>
<S> <C>
Risk Factors................................................................ 3
Cautionary Note Regarding Forward-Looking Statements........................ 8
Where You Can Find More Information......................................... 8
About U.S. Foodservice...................................................... 10
Use of Proceeds............................................................. 10
Selling Stockholders........................................................ 11
Plan of Distribution........................................................ 12
Legal Matters............................................................... 14
Experts..................................................................... 14
</TABLE>
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RISK FACTORS
In addition to the other information contained and incorporated by reference
in this prospectus, you should carefully consider the following risk factors
relating to U.S. Foodservice and our common stock before purchasing the shares
offered by this prospectus.
Our Business Has Low Profit Margins and Is Sensitive to National and
Regional 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. Such a reduction could have a
material adverse effect on our business, operating results and financial
condition.
The foodservice distribution industry is sensitive to national and regional
economic conditions. Economic downturns could have an adverse impact on the
demand for our products. These downturns may reduce consumer spending at
restaurants and other foodservice institutions we supply.
Our distribution and administrative expenses are relatively fixed in the
short term. As a result, unexpected decreases in our net sales, such as those
due to severe weather conditions, can have a significant short-term adverse
impact on our operating income. Our operating results also may be adversely
affected by difficulties we may encounter in collecting our accounts receivable
and in maintaining our profit margins in times of unexpected increases in fuel
costs.
We Are Subject to Risks Associated with Our Acquisitions of Other
Foodservice Businesses
Since we became a public company in November 1994, we have acquired 12
foodservice businesses as part of our growth strategy of supplementing internal
expansion with acquisitions. Our acquisitions may not improve our financial
performance in the short or long term as we expect. Acquisitions will enhance
our earnings only if we can successfully integrate those businesses into our
marketing programs, centralized purchasing operations, distribution network and
information systems. Our ability to integrate acquired businesses may be
adversely affected by factors that include customer resistance to our product
brands and distribution system, our failure to retain management and sales
personnel, difficulties in converting different information systems to our
proprietary systems, the size of the acquired business and the allocation of
limited management resources among various integration efforts. In addition, we
may not eliminate as many redundant costs as we anticipated in selecting our
acquisition candidates. One or more of our acquisition candidates also may have
liabilities or adverse operating issues that we failed to discover prior to the
acquisition. Difficulties in integrating acquired businesses, as well as
liabilities or adverse operating issues relating to acquired businesses, could
have a material adverse effect on our business, operating results and financial
condition.
Even if acquired companies eventually contribute to an increase in our
profitability, the acquisitions may adversely affect our earnings in the short
term. Our earnings may decrease as a result of transaction-related expenses we
record for the quarter in which we complete an acquisition. Our earnings may be
further reduced by the higher operating and administrative expenses we
typically incur in the quarters immediately following an acquisition as we seek
to integrate the acquired business into our own operations. The amortization of
goodwill and depreciation resulting from acquisitions also may contribute to
reduced earnings.
A significant portion of the growth in our revenues in recent years has
resulted from acquisitions. We may not be able to increase our revenues or
earnings through new acquisitions at the same rates we have achieved
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through our past acquisitions. For example, we were able to triple our revenues
directly as a result of our acquisition of Rykoff-Sexton, Inc. in our 1998
fiscal year. As the foodservice distribution industry continues to consolidate,
we may find it more difficult to identify suitable acquisition candidates than
we did in the past. We may also find that the acquisition terms are not as
favorable as those in our prior acquisitions.
The way in which we pay for acquired businesses also involves risks. Many of
our past acquisitions have been structured as stock-for-stock transactions.
Continuing volatility in the U.S. securities markets and fluctuations in our
stock price may increase the risk that our stock-for-stock acquisitions could
dilute our earnings per share. We also pay cash for some businesses. In the
past, we have obtained funds for some of our cash acquisitions through
additional bank borrowings or by issuing common stock. If we increase our bank
borrowings or issue debt securities to finance future acquisitions, we will
increase our level of indebtedness and interest expense, 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 acceptable terms.
These risks in the way we finance acquisitions could have a material adverse
effect on our business, operating results and financial condition.
Our Stock Price Has Fluctuated Over a Wide Range, and Could Fluctuate
Significantly in the Future, as a Result of Our Operating Performance and
Conditions in Our Industry
From time to time, there may be significant volatility in the market price
for our common stock. Since our common stock began to trade publicly in
November 1994, its market price has fluctuated over a wide range. During our
last four complete fiscal quarters, the high last reported sale price of our
common stock on the New York Stock Exchange was $49.13 and the low last
reported sale price of our common stock was $31.50. A number of factors
involving U.S. Foodservice and the foodservice distribution industry could
contribute to future fluctuations in our stock price. These factors include the
following:
. quarterly operating results of U.S. Foodservice or other distributors of
food and related goods, which could affect the attractiveness of our
stock compared to the securities of foodservice companies with better
results or companies in other businesses;
. changes in general conditions in the economy or the foodservice
distribution industry, which could affect the demand for our products
and our operating results;
. our failure to complete and successfully integrate acquisitions of other
foodservice companies, which could adversely affect our operating
results and our ability to grow; and
. severe weather conditions, which could result in unexpected decreases in
our net sales.
The Failure to Attain Year 2000 Compliance May Have an Adverse Impact 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 is a general term used to describe the
various problems that may result from the improper processing of dates and
date-sensitive calculations by computers and other machinery as the year 2000
is approached and reached. Our failure to correct a Year 2000 problem could
result in a material interruption in, or a material failure of, our normal
business activities or operations. 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 systems or equipment
at a substantial cost. We cannot be sure that we will be able to resolve the
Year 2000 issue in 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 effect on our business, operating results and financial condition.
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A Labor Dispute or Work Stoppage Involving Our Employees, Many of Whom Are
Union Members, Could Adversely Affect Our Business
As of December 26, 1998, the end of the second quarter in our 1999 fiscal
year, 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. In the balance
of our 1999 fiscal year, collective bargaining contracts covering approximately
750 of our employees will expire by May 1, 1999. A labor dispute or work
stoppage resulting from our failure to conclude new collective bargaining
agreements or from other factors could have a material adverse effect on our
business, operating results and financial condition.
The Foodservice Distribution Industry Is Highly Competitive
Our industry is extremely fragmented, with over 3,000 companies in operation
in 1998. The number and diverse nature of these companies result in highly
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. Our failure
to compete successfully could have a material adverse effect on our business,
operating results and financial condition.
We Currently Have Significant Indebtedness and May Incur Additional
Indebtedness in the Future
At December 26, 1998, our ratio of total debt to total capitalization was
approximately 53.4%. Our total capitalization is the sum of our total debt and
capital lease obligations plus our stockholders' equity. Our ratio of total
debt to total capitalization as of December 26, 1998 would have been
approximately 60.3% if we had included as debt $250 million of accounts
receivable securitization arrangements. In accordance with generally accepted
accounting principles, we do not account for these arrangements as debt on our
balance sheet, but many lenders consider these arrangements in their credit
decisions. We may incur additional indebtedness in the future, subject to
limitations contained in the instruments governing our indebtedness, to finance
capital expenditures or for other general corporate purposes, including
acquisitions. We cannot assure you that our business will continue to generate
cash flow at or above the levels required to service our indebtedness and meet
our other cash needs. If our business fails to generate sufficient operating
cash flow in the future, or if we fail to obtain cash from other sources such
as asset sales or additional financings, we will be restricted in our ability
to continue to make acquisitions for cash and to invest in expansion or
replacement of our distribution facilities, information systems and equipment.
Such a failure could have a material adverse effect on our business, operating
results and financial condition. In addition, because a majority of our
indebtedness bears interest at floating rates, a material increase in interest
rates could adversely affect our ability to meet our liquidity requirements.
Our Success Largely Depends on Our Ability to Retain Our Senior Management
We largely depend for our success on the efforts of members of our senior
management. Our key senior managers have many years of experience in broadline
foodservice distribution with U.S. Foodservice and other companies, as well as
in the acquisition and integration of foodservice businesses. They have
developed and coordinated implementation of U.S. Foodservice's business
strategy since our formation in 1989. If we were to lose the services of one or
more of our key senior managers, our business, operating results and financial
condition could be materially adversely affected.
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Product Liability Claims Could Have an Adverse Effect on Our Business
Like any other seller of food and processor of meats, we face an inherent
risk of exposure to product liability claims if the products we sell cause
injury or illness. We have obtained primary and excess umbrella liability
insurance with respect to product liability claims. We cannot assure you,
however, that this insurance will continue to be available at a reasonable
cost, or, if available, will be adequate to cover liabilities. We generally
seek contractual indemnification from parties supplying our products, but any
such indemnification is limited, as a practical matter, to the creditworthiness
of the indemnifying party. If we do not have adequate insurance or contractual
indemnification available, product liabilities relating to defective products
could have a material adverse effect on our business, operating results and
financial condition.
Future Sales of Our Common Stock in the Public Market Could Adversely Affect
Our Stock Price and Our Ability to Raise Funds in New Stock Offerings
Future sales of substantial amounts of our common stock in the public
market, or the perception that such sales could occur, could adversely affect
prevailing market prices for our common stock and could impair our ability to
raise capital through future offerings of equity securities. Of the 48.3
million shares of our common stock outstanding at January 31, 1999,
approximately 9.2 million shares, including the shares held by the Merrill
Lynch investors described below, were eligible for sale in the public market in
accordance with Rule 144 under the Securities Act of 1933.
As of January 31, 1999, we were obligated to register under the Securities
Act the public sale of approximately 7.8 million shares of common stock upon
the demand of stockholders affiliated with Merrill Lynch & Co., Inc. 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 generally
will be required to file a registration statement within 30 business days after
they exercise this right. In addition, in connection with any such registration
or if we otherwise propose to register any shares under the Securities Act, the
Merrill Lynch investors are entitled to require us, subject to conditions, to
include all or a portion of their shares in such a registration. As a result of
a registration request by the Merrill Lynch investors, we intend to register
for public sale in March 1999 up to all of the approximately 7.8 million shares
they own. The Merrill Lynch investors have informed us that the filing of a
registration statement and their public sale of these shares are subject to
satisfactory market conditions.
As of January 31, 1999, we also were required by various registration rights
agreements, with limited exceptions, to maintain a continuously effective
registration statement covering resales of up to approximately 1.5 million
shares of common stock we issued to stockholders of acquired businesses. This
prospectus forms a part of such a registration statement. We expect to grant
registration rights to the stockholders of other foodservice businesses we may
acquire in the future.
We Do Not Anticipate that We Will Pay Dividends on Our Common Stock
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 may
pay cash dividends only if we comply with financial tests and other
restrictions contained in our credit facility agreements and in the indenture
for public notes issued by one of our subsidiaries.
Our Largest Stockholder Group Has Agreed to Vote for Our Director Nominees
and to Take
Additional Actions Which Could Discourage Takeover Attempts Our Other
Stockholders Might Support
Stockholders who are affiliated with Merrill Lynch & Co., Inc. and who held
approximately 7.8 million shares of our common stock at January 31, 1999 have
agreed to take actions which could discourage third parties from attempting to
obtain control of U.S. Foodservice in transactions our other stockholders might
support. The shares held by the Merrill Lynch investors represented
approximately 16.2% of our outstanding common stock, which constituted the
largest percentage of our common stock beneficially owned by any person
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or group at January 31, 1999. The Merrill Lynch investors also have two
representatives on our board of directors. In a standstill agreement for the
benefit of U.S. Foodservice, the Merrill Lynch investors have agreed to vote
the common stock owned by them and their affiliates for U.S. Foodservice's
nominees to the board of directors. The voting of this block of common stock
will make it easier for the board of directors to obtain stockholder approval
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. The Merrill Lynch investors also have agreed,
subject to specified exceptions, 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 subjects the common stock
owned by the Merrill Lynch investors to certain restrictions on sale or
transfer. Unless the agreement otherwise permits such actions, 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.
Provisions in Our Charter and Bylaws and in Delaware Law Could Discourage
Takeover Attempts We Oppose Even if Our Stockholders Might Benefit From a
Change in Control of U.S. Foodservice
Provisions in our charter and bylaws and in the Delaware general corporation
law may make it difficult and expensive for a third party to pursue a takeover
attempt we oppose even if a change in control of U.S. Foodservice would be
beneficial to the interests of our stockholders. The charter and bylaw
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 an acquiror
or for other 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.
Further, as a Delaware corporation, we are subject to section 203 of the
Delaware general corporation law. This section generally prohibits us from
engaging in mergers and other business combinations with stockholders that
beneficially own 15% or more of our voting stock and with their affiliates,
unless our directors or stockholders approve the business combination in the
prescribed manner.
We Have Adopted a Shareholder Rights Plan Which Could Discourage Hostile
Acquisitions of Control in Which Our Stockholders May Wish to Participate
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 U.S.
Foodservice which we have not solicited or do not approve, even if the
acquisition would be beneficial to our stockholders. As a result, our
stockholders who wish to participate in such a transaction may not have an
opportunity to do so. Under our shareholder rights plan, preferred share
purchase rights, which are attached to our common stock, generally will be
triggered upon the acquisition, or 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 our common stock on Schedule
13G under the Securities Exchange Act of 1934 generally may acquire up to 15%
of the common stock without triggering these rights. If triggered, these rights
would entitle our stockholders other than the acquiror to purchase, for the
exercise price, shares of our common stock having a market value of two times
the exercise price. In addition, if a company acquires us in a merger or other
business combination, or if we sell more than 50% of our consolidated assets or
earning power, these rights will entitle our stockholders other than the
acquiror to purchase, for the exercise price, shares of the common stock of the
acquiring company or its parent having a market value of two times the exercise
price.
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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 and Section
21E of the Securities 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 and similar
matters 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." We cannot promise you that our
expectations in such forward-looking statements will turn out to be correct.
Our actual results could be materially different from our expectations.
Important factors that could cause our actual results to be materially
different from our expectations include those discussed in this prospectus
under the caption "Risk Factors."
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC under the Securities Exchange Act. Our Securities
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 in Washington,
D.C. and at the following SEC regional offices:
450 Fifth Street, N.W. 7 World Trade Center 500 West Madison
Room 1024 Suite 1300 Street
Washington, D.C. New York, New York Suite 1400
20549 10048 Chicago, Illinois
60661
You may obtain information on the operation of the public reference rooms 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 Securities 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,
which we filed on September 25, 1998, including the information we
incorporated by reference in our Form 10-K from our definitive proxy
statement for our 1998 annual meeting of stockholders, which we filed on
October 9, 1998;
2. our amendment to our Annual Report on Form 10-K/A-1, which we filed on
January 14, 1999;
3. the Quarterly Report on Form 10-Q for our fiscal quarter ended September
26, 1998, which we filed on November 10, 1998, and the Quarterly Report
on Form 10-Q for our fiscal quarter ended December 26, 1998, which we
filed on February 9, 1999;
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4. our amendment to our Quarterly Report on Form 10-Q/A-1 for our fiscal
quarter ended September 26, 1998, which we filed on January 14, 1999;
5. the Current Reports on Form 8-K which we filed on September 11, 1998 and
December 18, 1998;
6. the description of our 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
7. the description of the preferred share purchase rights attached to our
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 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
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ABOUT U.S. FOODSERVICE
U.S. Foodservice is the nation's second largest broadline foodservice
distributor based on net 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 38 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 "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 current markets through acquisitions of small,
privately owned distributors which we fold into our existing operations 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 U.S. Foodservice 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.
U.S. Foodservice is a holding company that conducts its operations through
wholly owned subsidiaries. When we refer in this prospectus to U.S.
Foodservice, we mean U.S. Foodservice and its consolidated subsidiaries. On
February 27, 1998, we changed our corporate name from JP Foodservice, Inc. to
U.S. Foodservice to reflect our expanded distribution capabilities throughout
the country. When we refer in this prospectus to U.S. Foodservice prior to
February 27, 1998, we mean JP Foodservice, Inc. and its consolidated
subsidiaries.
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.
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SELLING STOCKHOLDERS
The selling stockholders include former owners of four foodservice
businesses we have acquired: Westlund Provisions, Inc., Lone Star Institutional
Grocers, Inc., J.H. Haar & Sons, L.L.C. and Joseph Webb Foods, Inc. We issued
46,795 of the shares to the former stockholders of Westlund Provisions, who are
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 Institutional Grocers in the first quarter of fiscal
1999. We issued 550,543 of the shares to Geoffrey Haar, the former member of
J.H. Haar & Sons, in consideration for our acquisition of J.H. Haar & Sons in
the second quarter of fiscal 1999. We issued 896,057 of the shares to the
former stockholders of Joseph Webb Foods, who are the last three persons listed
in the table below, in consideration for our acquisition of Joseph Webb Foods
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. Assuming all of the shares offered by this prospectus are
sold, none of the selling stockholders will own common stock after this
offering that will represent 1% or more of the outstanding common stock.
<TABLE>
<CAPTION>
Name of Shares Beneficially Shares Shares Beneficially
Beneficial Owner Owned Prior to Offering Offered Owned After Offering
---------------- ----------------------- ------- --------------------
<S> <C> <C> <C>
Richard Hafdal............. 30,049 30,049 0
Gary Hafdal................ 498 498 0
Frank Roedl................ 2,322 2,322 0
Rod Buck................... 6,337 6,337 0
Sharon Robbins............. 166 166 0
B. Scott Ball.............. 7,423 7,423 0
C. Donald Stahl............ 12,925 12,925 0
Geoffrey Haar.............. 550,543 550,543 0
J. Christopher Reyes....... 358,423 358,423 0
M. Jude Reyes.............. 358,423 358,423 0
David K. Reyes............. 179,211 179,211 0
</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 Richard Hafdal as a branch-level president and the other
two stockholders as branch-level managers.
C. Donald Stahl served as President and a director of Lone Star
Institutional Grocers before we acquired that company. We currently employ Mr.
Stahl as a branch-level manager.
Geoffrey Haar served as President of J.H. Haar & Sons before we acquired
that company. We currently employ Mr. Haar as a branch-level president.
Before we acquired Joseph Webb Foods, J. Christopher Reyes served as a
director, President and Secretary of Joseph Webb Foods, M. Jude Reyes served as
a director and Vice President of Joseph Webb Foods, and David K. Reyes served
as a director, Vice President and Assistant Treasurer of Joseph Webb Foods. We
do not currently employ any of these persons. We are obligated to issue
additional shares to the former stockholders of Joseph Webb Foods if the
business we acquired from them achieves specified sales targets.
11
<PAGE>
PLAN OF DISTRIBUTION
The shares may be sold or distributed from time to time by the selling
stockholders named in this prospectus, 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 or
grant a security interest in some or all of the shares owned by them. If the
selling stockholders default in performance of their secured obligations, the
pledgees or secured parties may offer and sell the shares from time to time by
this prospectus. The selling stockholders also may transfer and donate shares
in other circumstances. The number of shares beneficially owned by selling
stockholders will decrease as and when the selling stockholders transfer or
donate their shares or default in performing obligations secured by their
shares. The plan of distribution for the shares offered and sold under this
prospectus will otherwise remain unchanged, except that the transferees,
donees, pledgees, other secured parties or other successors in interest will be
selling stockholders for purposes of this prospectus.
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
12
<PAGE>
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.
If a selling stockholder sells shares in an underwritten offering, the
underwriters may acquire the shares for their own account and resell the shares
from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. In such event, we will set forth in a supplement to this
prospectus the names of the underwriters and the terms of the transactions,
including any underwriting discounts, concessions or commissions and other
items constituting compensation of the underwriters and broker-dealers. The
underwriters from time to time may change any public offering price and any
discounts, concessions or commissions allowed or reallowed or paid to broker-
dealers. Unless otherwise set forth in a supplement, the obligations of the
underwriters to purchase the shares will be subject to certain conditions, and
the underwriters will be obligated to purchase all of the shares specified in
the supplement if they purchase any of the 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 Securities Exchange Act. With certain exceptions,
Regulation M prohibits any selling stockholder, any affiliated purchasers and
other persons who participate in such a 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.
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 $100,000.
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.
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 former
stockholders of Westlund Provisions, Inc. and Lone Star Institutional Grocers,
Inc., and Miles & Stockbridge P.C., Baltimore, Maryland, has given its opinion
as to the validity of the shares offered by the other 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 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 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 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>
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 SEC registration fee are estimated.
<TABLE>
<CAPTION>
Item Amount
---- -----------
<S> <C>
SEC registration fee............................................ $ 19,953.66
Printing expenses............................................... 20,000.00
Legal fees and expenses......................................... 30,000.00
Accounting fees and expenses.................................... 25,000.00
Transfer Agent and Registrar fees............................... 1,000.00
Miscellaneous................................................... 4,046.34
-----------
Total......................................................... $100,000.00
===========
</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 4.1 hereto and the
provisions of Article XII of the registrant's Amended and Restated By-laws
filed as Exhibit 4.2 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 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.
II-1
<PAGE>
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:
<TABLE>
<C> <S>
4.1 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)).
4.2 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)).
4.3 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)).
4.4 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).
4.5 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)).
4.6 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)).
4.7 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).
4.8 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 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).
*23.5 Consent of Hogan & Hartson L.L.P.
**24 Power of Attorney.
</TABLE>
- --------
* Filed herewith.
** Previously filed.
(b) Financial Statement Schedules
Either not applicable or shown in the financial statements or notes thereto.
Item 17. Undertakings
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-2
<PAGE>
(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.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus
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
II-3
<PAGE>
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 Act and will be governed by the final
adjudication of such issue.
II-4
<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 March 1, 1999.
U.S. FOODSERVICE
/s/ James L. Miller
By: _________________________________
James L. Miller
President and Chief Executive
Officer (Duly Authorized Officer)
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, March 1, 1999
______________________________________ President and Chief
James L. Miller Executive Officer
(Principal Executive
Officer)
/s/ Lewis Hay, III* Director, Executive Vice March 1, 1999
______________________________________ President and Chief
Lewis Hay, III Financial Officer
(Principal Financial
Officer)
/s/ George T. Megas Vice President (Principal March 1, 1999
______________________________________ Accounting Officer)
George T. Megas
/s/ Michael J. Drabb* Director March 1, 1999
______________________________________
Michael J. Drabb
/s/ David M. Abramson Director March 1, 1999
______________________________________
David M. Abramson
/s/ Eric E. Glass* Director March 1, 1999
______________________________________
Eric E. Glass
/s/ Mark P. Kaiser Director March 1, 1999
______________________________________
Mark P. Kaiser
</TABLE>
II-5
<PAGE>
<TABLE>
<S> <C> <C>
/s/ Paul I. Latta, Jr.* Director March 1, 1999
______________________________________
Paul I. Latta, Jr.
/s/ Dean R. Silverman* Director March 1, 1999
______________________________________
Dean R. Silverman
/s/ Jeffrey D. Serkes* Director March 1, 1999
______________________________________
Jeffrey D. Serkes
/s/ James P. Miscoll* Director March 1, 1999
______________________________________
James P. Miscoll
/s/ Bernard Sweet* Director March 1, 1999
______________________________________
Bernard Sweet
/s/ Albert J. Fitzgibbons, III* Director March 1, 1999
______________________________________
Albert J. Fitzgibbons, III
/s/ Matthias B. Bowman* Director March 1, 1999
______________________________________
Matthias B. Bowman
</TABLE>
/s/ David M. Abramson
*By: ____________________________
David M. Abramson
(Attorney-in-Fact)
II-6
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Exhibits
------- --------
<C> <S>
4.1 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)).
4.2 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)).
4.3 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)).
4.4 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).
4.5 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)).
4.6 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)).
4.7 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).
4.8 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 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).
*23.5 Consent of Hogan & Hartson L.L.P.
**24 Power of Attorney.
</TABLE>
- --------
*Filed herewith.
**Previously filed.
<PAGE>
EXHIBIT 5.1
March 1, 1999
U.S. Foodservice
9755 Patuxent Woods Drive
Columbia, Maryland 21046
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933, as
amended (the "Act"), of 1,446,600 shares of common stock (the "Common Stock") of
U.S. Foodservice, a Delaware corporation, we have examined such corporate
records, certificates and documents as we deemed necessary for the purpose of
this opinion. Based on that examination, we advise you that in our opinion the
Common Stock has been duly and validly authorized and is legally issued, fully
paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the heading "Legal
Matters" in the Prospectus. In giving our consent, we do not thereby admit that
we are in the category of persons whose consent is required under Section 7 of
the Act or the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
Miles & Stockbridge P.C.
By: /s/ John B. Frisch
-----------------------------
Principal
<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 (Registration
No. 333-67553 Amendment No. 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/A-1 for the year ended June 27, 1998.
We also consent to the references to us under the heading "Experts" in such
Prospectus.
/s/ PRICEWATERHOUSECOOPERS LLP
PRICEWATERHOUSECOOPERS LLP
Baltimore, Maryland
March 1, 1999
<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 (No. 333-67553) 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/A-1 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.
/s/ KPMG LLP
KPMG LLP
Baltimore, Maryland
March 1, 1999
<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 (No. 333-67553) of our report dated June 17, 1996,
with respect to the combined statements of earnings, stockholders' and partners'
equity, and cash flows of Valley Industries, Inc. and Subsidiaries and Z Leasing
Company (A General Partnership) for the year ended January 31, 1996, which
report appears in the Form 10-K/A-1 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.
/s/ KPMG LLP
KPMG LLP
Baltimore, Maryland
March 1, 1999
<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 (No. 333-67553) 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, as amended by Form 10-K/A-1, and to all
references to our Firm included in this Registration Statement.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Philadelphia, PA
March 1, 1999
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EXHIBIT 23.5
We hereby consent to the reference to our firm under the heading "Legal
Matters" in the Prospectus that is part of the Registration Statement. In giving
such consent, we do not thereby admit that we are in the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, as
amended, or the rules and regulations promulgated thereunder.
/s/ Hogan & Hartson L.L.P.
March 1, 1999
