-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, D0gsqfGWpZFp8tVpoaZqM4aPlmZIWQUDBTaIDvz0yOxCblxCSd9EQ7IlRYQek+LA 2c+LFPzq40RfsF1o+modlA== 0001047469-97-007796.txt : 19971216 0001047469-97-007796.hdr.sgml : 19971216 ACCESSION NUMBER: 0001047469-97-007796 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970628 FILED AS OF DATE: 19971215 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: RYKOFF SEXTON INC CENTRAL INDEX KEY: 0000085973 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & RELATED PRODUCTS [5140] IRS NUMBER: 952134693 STATE OF INCORPORATION: DE FISCAL YEAR END: 0629 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 001-08105 FILM NUMBER: 97738448 BUSINESS ADDRESS: STREET 1: 613 BALITIMORE DRIVE CITY: WILHES-BARRE STATE: PA ZIP: 18702-7944 BUSINESS PHONE: 7178307100 MAIL ADDRESS: STREET 1: 613 BALTMORE DRIVE CITY: WILKES-BARRE STATE: PA ZIP: 18702-7944 FORMER COMPANY: FORMER CONFORMED NAME: RYKOFF S E & CO DATE OF NAME CHANGE: 19850124 10-K/A 1 10-K/A - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ AMENDMENT NO. 1 TO FORM 10-K --------------- /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED JUNE 28, 1997 OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from --------- to --------- Commission file number 0-8105 ------------------------ RYKOFF-SEXTON, INC. (Exact name of registrant as specified in its charter) ------------------------ DELAWARE 95-2134693 (State or other jurisdiction (I.R.S. Employer of Identification incorporation or organization) No.) 613 BALTIMORE DRIVE 18702 EAST MOUNTAIN CORPORATE CENTER (Zip Code) WILKES-BARRE, PENNSYLVANIA (Address of principal executive offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (717) 831-7500 SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED Common Stock New York Stock Exchange Preferred Stock Purchase Rights New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes /X/ No / / Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. / / The aggregate market value of the voting stock of the registrant held by non-affiliates of the registrant, based on the closing price of such stock on the New York Stock Exchange on August 29, 1997 was $432,628,273. At August 31, 1997, 28,249,077 shares of the registrant's common stock were outstanding. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- NOTE FIFTEEN -- SUPPLEMENTAL FINANCIAL INFORMATION The following represents summarized combined financial information of the guarantor subsidiaries of the 8-7/8% Notes (see Note Five). AS OF FISCAL 1997 JUNE 28, 1997 ----------- ------------- (in thousands) (in thousands) Net sales $2,669,878 Current assets $208,276 Cost of sales 2,163,408 Noncurrent assets 610,936 Net income 3,218 Current liabilities 274,625 Noncurrent liabilities 495,467 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: December 12, 1997 RYKOFF-SEXTON, INC. /S/ MARK VAN STEKELENBURG -------------------------- Mark Van Stekelenburg Chairman and Chief Executive Officer (Principal Executive Officer) /s/ RICHARD J. MARTIN -------------------------- Richard J. Martin Executive Vice President and Chief Financial Officer (Principal Financial Officer) /s/ CHRISTOPHER MELLON -------------------------- Christopher Mellon Vice President and Controller (Principal Accounting Officer) EXHIBIT INDEX
2.1.1 Agreement and Plan of Merger, dated as of June 30, 1997, by and among JP Foodservice, Inc., Hudson Acquisition Corp. and Rykoff-Sexton, Inc. (incorporated by reference from Rykoff-Sexton, Inc.'s Current Report on Form 8-K dated June 30, 1997 (the "June 1997 8-K")) 2.1.2 Amendment No. 1 to Agreement and Plan of Merger, dated as of September 3, 1997, by and among Rykoff-Sexton, Inc., JP Foodservice, Inc. and Hudson Acquisition Corp. (incorporated by reference from Rykoff-Sexton's Current Report on Form 8-K dated September 3, 1997) (the "September 1997 8-K") 2.1.3 Stock Option Agreement, dated as of June 30, 1997, between JP Foodservice, Inc. and Rykoff-Sexton, Inc. (incorporated by reference from the June 1997 8-K) 2.1.4 Stock Option Agreement, dated as of June 30, 1997, between Rykoff- Sexton, Inc. and JP Foodservice, Inc. (incorporated by reference from the June 1997 8-K) 2.1.5 Amended and Restated Support Agreement, dated as of June 30, 1997, by and between JP Foodservice, Inc., on the one hand, and those stockholders of Rykoff-Sexton, Inc. set forth on the signature pages thereto, and acknowledged by Rykoff-Sexton, Inc. (incorporated by reference from the September 1997 8-K) 3.1 Restated Certificate of Incorporation of Rykoff-Sexton, Inc. 3.2 Amended and Restated By-Laws of Rykoff-Sexton, Inc. (incorporated by reference from Rykoff-Sexton, Inc.'s Registration Statement on Form S-4 (the "S-4"), as filed with the Commission on April 2, 1996, Registration No. 333-02715) 4.1 Specimen of Certificate representing Rykoff-Sexton, Inc. Common Stock, $.10 par value (incorporated by reference from the Form S-4) 4.2 Indenture, dated as of November 1, 1993, between Rykoff-Sexton, Inc. and Norwest Bank Minnesota, N.A., as trustee (incorporated by reference from Rykoff-Sexton, Inc.'s Report on Form 10-Q for the quarter ended October 30, 1993) 4.3.1 Amended and Restated Rights Agreement, dated as of May 15, 1996, by Rykoff-Sexton, Inc. and Chemical Bank (incorporated by reference from Rykoff-Sexton's Report on Form 10-K for the fiscal year ended April 27, 1996 (the "1996 10-K"))
4.3.2 Amendment to Rights Agreement, dated as of June 30, 1997, by Rykoff-Sexton, Inc. and Chase Mellon Shareholder Services, L.L.C. as successor in interest to Chemical Bank (incorporated by reference from the June 1997 8-K) 4.4 Form of Common Stock Purchase Warrant expiring September 30, 2005 (incorporated by reference from the S-4) 4.5 Credit Agreement dated as of May 17, 1996 among Rykoff-Sexton, Inc., Bank of America National Trust and Savings Association, as Administrative Agent, The Chase Manhattan Bank, N.A., as Documentation Agent, BA Securities, Inc., as Co-Arranger, Chase Securities, Inc., as Co-Arranger and the Other Financial Institutions Party Thereto (incorporated by reference from Rykoff- Sexton, Inc.'s Report on Form 8-K dated May 16, 1996) 10.1.1 1980 Stock Option Plan (incorporated by reference from Rykoff- Sexton, Inc.'s Report on Form 10-K for the fiscal year ended May 1, 1993, as amended (the "1993 10-K"))* 10.1.2 Form of Incentive Stock Option Agreement (incorporated by reference from the S-4)* 10.2.1 1988 Stock Option and Compensation Plan, as amended on September 13, 1991 (incorporated by reference from the 1993 10-K)* 10.2.2 Form of Restricted Stock Agreement (incorporated by reference from the 1993 10-K)* 10.2.3 Form of Non-Qualified Stock Option Agreement (incorporated by reference from the 1993 10-K)* 10.2.4 Form of Converging Non-Qualified Stock Option Agreement (incorporated by reference from the 1993 10-K)* 10.2.5 Form of Performance Share Plan Agreement (incorporated by reference from the S-4)* 10.2.6 Form of Performance Share Award Agreement (incorporated by reference from the 1996 10-K)* 10.3.1 Rykoff-Sexton, Inc. 1989 Director Stock Option Plan (incorporated by reference from Rykoff-Sexton, Inc.'s Report on Form 10-K for the fiscal year ended April 28, 1990, Commission File No. 0-7380 (the "1990 10-K"))* 10.3.2 Form of Non-Qualified Stock Option Agreement (incorporated by reference from the S-4)* 10.4.1 Rykoff-Sexton, Inc. 1993 Director Stock Option Plan (incorporated by reference from Rykoff-Sexton, Inc.'s Report on Form 10-Q for the quarter ended October 30, 1993)* 10.4.2 First Amendment to the Rykoff-Sexton, Inc. 1993 Director Stock Option Plan (incorporated by reference from the S-4)* 10.4.3 Form of Non-Qualified Stock Option Agreement (incorporated by reference from the S-4)* 10.5 1995 Key Employees Stock Option and Compensation Plan (incorporated by reference from the S-4)* 10.6 Rykoff-Sexton, Inc. Convertible Award Plan (Officer and Key Employee Edition) (incorporated by reference from the S-4)*
10.7 Rykoff-Sexton, Inc. Convertible Award Plan (Director Edition) (incorporated by reference from the S-4)* 10.8.1 Amended and Restated Management Stock Option Plan of WS Holdings Corporation (incorporated by reference from Rykoff-Sexton, Inc.'s Registration Statement on Form S-8 dated May 17, 1996, as amended (the "S-8"))* 10.8.2 Forms of Normal Option Agreement (Management Stock Option Plan) (incorporated by reference from the 1996 10-K)* 10.8.3 Forms of Performance Option Agreement (incorporated by reference from the 1996 10-K)* 10.9.1 Amended and Restated US Foodservice Inc. 1992 Stock Option Plan (incorporated by reference from the S-8)* 10.9.2 Forms of Normal Option Agreement (US Foodservice 1992 Stock Option Plan) (incorporated by reference from the 1996 10-K)* 10.9.3 Forms of Performance Option Agreement (US Foodservice Inc. 1992 Stock Option Plan) (incorporated by reference from the 1996 10-K)* 10.10.1 Amended and Restated US Foodservice Inc. 1993 Stock Option Plan (incorporated by reference from the S-8)* 10.10.2 Forms of Normal Option Agreement (US Foodservice Inc. 1993 Stock Option Plan) (incorporated by reference from the 1996 10-K)* 10.11.1 Amended and Restated Employment Agreement, dated as of February 2, 1996, between Mark Van Stekelenburg and Rykoff-Sexton, Inc. (incorporated by reference from the S-4)* 10.11.2 Letter Amendment to Employment Agreement, dated June 9, 1997, between Mark Van Stekelenburg and Rykoff-Sexton, Inc. 10.12 Letter Agreement between Harold E. Feather and Rykoff-Sexton, Inc. dated as of June 20, 1994 (incorporated by reference from Rykoff-Sexton, Inc.'s Report on Form 10-K for the fiscal year ended April 30, 1994)* 10.13 Letter Agreement dated July 18, 1994 between Harold E. Feather and Rykoff-Sexton, Inc. (incorporated by reference from the S-4)* 10.14 Employment Agreement dated May 17, 1996, between David F. McAnally and Rykoff-Sexton, Inc. (incorporated by reference from the 1996 10-K)* 10.15 Third Amended and Restated Change in Control Agreement, dated as of June 9, 1997, by Mark Van Stekelenburg and Rykoff-Sexton, Inc. 10.16 Form of Second Amended and Restated Change in Control Agreement, dated as of June 10, 1997, for Harold E. Feather, Alan V. Giuliani, Robert J. Harter, Jr. and Richard J. Martin* 10.17 Form of Change in Control Agreement, dated as of June 10, 1997, by David McAnally and Rykoff-Sexton, Inc.* 10.18 Form of Change in Control Agreements for Victor B. Chavez and Thomas R. Rykoff (incorporated by reference from the 1990 10-K)* 10.19 Change in Control Agreement, dated December 11, 1989, by Chris G. Adams and Rykoff-Sexton, Inc. (incorporated by reference from the 1990 10-K)* 10.20 Change in Control Agreement, dated June 22, 1992, by Rykoff-Sexton, Inc. and Andre Mills (incorporated by reference from the S-4)*
10.21 Release and Settlement Agreement, dated July 18, 1997, between Rykoff- Sexton, Inc., and Frank H. Bevevino 10.22 Release and Settlement Agreement, dated July 18, 1997, between Rykoff-Sexton, Inc. and Thomas G. McMullen 10.23 Form of Fiduciary Indemnity Agreement (incorporated by reference from the 1993 10-K) 10.24 Rykoff-Sexton, Inc. Supplemental Executive Retirement Plan for Mark Van Stekelenburg as of July 20, 1994, as amended June 19, 1995 (incorporated by reference from the S-4)* 10.25.1 Form of Amended and Restated Supplemental Executive Retirement Plan for Robert J. Harter, Jr., Harold E. Feather, Richard J. Martin and Alan V. Giuliani (incorporated by reference from the S-4)* 10.25.2 Form of Amendment to Supplemental Executive Retirement Plan for Robert J. Harter, Jr., Harold E. Feather, Richard J. Martin and Alan V. Giuliani.* 10.26 Form of Severance Agreement dated as of February 2, 1996 for Harold E. Feather, Alan V. Giuliani, Robert J. Harter, Jr. and Richard J. Martin (incorporated by reference from the S-4)* 10.27.1 Deferred Compensation Plan Master Plan Document (incorporated by reference from the S-4)* 10.27.2 Amendment to Rykoff-Sexton, Inc. Deferred Compensation Plan (incorporated by reference from the S-4)* 10.27.3 Second Amendment to Rykoff-Sexton, Inc. Deferred Compensation Plan 10.28.1 Rykoff-Sexton, Inc. Master Trust Document for Executive Deferral Plans (incorporated by reference from the S-4) 10.28.2 Amendment to Rykoff-Sexton, Inc. Master Trust Document (incorporated by reference from the S-4) 10.28.3 Second Amendment to Rykoff-Sexton, Inc. Master Trust Document 10.29 Junior Demand Promissory Note dated March 31, 1995 by Mark Van Stekelenburg and Mirjam Van Stekelenburg (incorporated by reference from the 1995 10-K) 10.30 Form of Fiduciary Indemnity Agreement (incorporated by reference from the 1993 10-K) 10.31.1 Agreement of Lease, dated February 28, 1996, by and between Paul-Francis Realty, L.P. and US Foodservice Inc. (incorporated by reference from the S-4) 10.31.2 Lease Letter Amendment, dated February 28, 1997, by and between Paul-Francis Realty, L.P. and US Foodservice Inc. 10.31.3 Second Amendment to Agreement of Lease, dated July 1, 1997, by and between Paul-Francis Realty, L.P. and US Foodservice Inc. 10.31.4 Agreement of Lease, dated November 28, 1996, by and between Paul-Francis Realty, L.P. and Rykoff-Sexton, Inc. 10.32 Agreement and Plan of Merger dated February 2, 1996 among Rykoff- Sexton, Inc., USF Acquisition Corporation and US Foodservice Inc. (incorporated by reference from the S-4)
10.33.1 Participation Agreement, entered into among Rykoff-Sexton, Inc., as Lessee ("Lessee"), Tone Brothers, Inc., as Sublessee ("Sublessee"), BA Leasing & Capital Corporation, as Agent ("Agent"), Manufacturers Bank and Pitney Bowes Credit Corporation, as Lessors (the "Lessors"), dated as of April 29, 1994 (incorporated by reference from the 1994 10-K) 10.33.2 Lease Intended as Security, among Lessee, Agent and the Lessors, dated as of April 29, 1994 (incorporated by reference from the 1994 10-K) 10.33.3 Sublease, between Lessee and Sublessee, dated as of April 29, 1994 (incorporated by reference from the 1994 10-K) 10.33.4 Lease supplement, among Lessee and the Lessors, dated as of April 29, 1994 (incorporated by reference from the 1995 10-K) 10.33.5 Lease supplement, among Lessee and the Lessors, dated as of January 27, 1995 (incorporated by reference from the 1995 10-K) 10.33.6 Lease supplement, among Lessee and the Lessors, dated as of April 18, 1995 (incorporated by reference from the 1995 10-K) 10.33.7 Waiver, Consent and Fourth Amendment to Participation Agreement and Lease Amendment, among Lessee, Agent and the Lessors, dated as of May 17, 1996 (incorporated by reference from the 1996 10-K) 10.34.1 Commitment Agreement dated as August 10, 1992 between BRB Holdings, Inc. and its subsidiaries and Sara Lee Corporation (incorporated by reference from the S-4) 10.34.2 Amendment Number One to BRB Holdings Commitment Agreement dated as of September 27, 1995 by Sara Lee Corporation and BRB Holdings, Inc. and guaranteed by US Foodservice Inc. (incorporated by reference from the S-4) 10.35.1 Commitment Agreement dated as of August 10, 1992 between WS Holdings Corporation and its subsidiaries and Sara Lee Corporation (incorporated by reference from the S-4) 10.35.2 Amendment Number One to WS Holdings Commitment Agreement dated as of September 27, 1995 by Sara Lee Corporation and WS Holdings Corporation (incorporated by reference from the S-4) 10.36.1 Agreement dated as of February 2, 1996 by and among Rykoff-Sexton, Inc. and the persons set forth on the signature pages thereto (incorporated by reference from the S-4) 10.36.2 Amendment No. 1 to Agreement dated as of April 8, 1996 by and among Rykoff-Sexton, Inc. and the other persons set forth on the signature pages thereto (incorporated by reference from the 1996 10-K) 10.37 Registration Rights Agreement dated May 17, 1996 by Rykoff-Sexton, Inc. and the other signatories listed on the signature pages thereto (incorporated by reference from the 1996 10-K) 10.38 Standstill Agreement dated May 17, 1996 by Rykoff-Sexton, Inc. and the persons set forth on the signature pages thereto (incorporated by reference from the 1996 10-K) 10.39.1 Tax Agreement dated May 17, 1996 by Rykoff-Sexton, Inc. and the persons listed on the signature pages thereto (incorporated by reference from the 1996 10-K)
10.39.2 Addendum to Tax Agreement dated July 12, 1996, among Rykoff-Sexton, Inc., Frank H. Bevevino and Bevevino Unitrust Partners Limited Partnership (incorporated by reference from the 1996 10-K) 10.40.1 Receivables Sale Agreement, dated as of November 15, 1996, among Rykoff-Sexton, Inc., John Sexton & Co., Biggers Brothers, Inc., White Swan, Inc., F.H. Bevevino & Company, Inc., Roanoke Restaurant Service, Inc., King's Foodservice, Inc., US Foodservice of Florida, Inc., US Foodservice of Atlanta, Inc., RS Funding Inc. and US Foodservice Inc., as Servicer 10.40.2 Servicing Agreement, dated as of November 15, 1996, among RS Funding Inc., as Company, US Foodservice Inc., as Servicer, Rykoff-Sexton, Inc. and its other subsidiaries named therein as Sub-Servicers and The Chase Manhattan Bank, as Trustee 10.40.3 Pooling Agreement, dated as of November 15, 1996, among RS Funding Inc., as Company, US Foodservice Inc., as Servicer, and The Chase Manhattan Bank, as Trustee 10.40.4 Series 1996-1 Supplement to Pooling Agreement among RS Funding Inc., as Company, US Foodservice Inc., as Servicer, and The Chase Manhattan Bank, as Trustee 10.41 Indenture of Trust, dated as of November 1, 1996, between La Mirada Industrial Development Authority and Bankers Trust Company of California, N.A. 10.42 Loan Agreement, dated as of November 1, 1996, among La Mirada Industrial Development Authority and Bankers Trust Company of California, N.A. 10.43 Reimbursement Agreement, dated as of November 1, 1996, by and between Rykoff-Sexton, Inc. and the First National Bank of Chicago. 21 Subsidiaries of Rykoff-Sexton, Inc. 23 Consent of Arthur Andersen LLP 24.1 Power of Attorney of Matthias B. Bowman 24.2 Power of Attorney of Richard M. Fink 24.3 Power of Attorney of Albert J. Fitzgibbons, III 24.4 Power of Attorney of Jan W. Jeurgens 24.5 Power of Attorney of Sunil C. Khanna 24.6 Power of Attorney of James I. Maslon 24.7 Power of Attorney of James P. Miscoll 24.8 Power of Attorney of Neil I. Sell 24.9 Power of Attorney of Bernard Sweet 24.10 Power of Attorney of Robert W. Williamson 27 Financial Data Schedule
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