UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 27, 1998
Commission File No.: 0-22192
PERFORMANCE FOOD GROUP COMPANY
(Exact Name of Registrant as Specified in Its Charter)
Tennessee 54-0402940
(State or Other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
6800 Paragon Place, Suite 500
Richmond, Virginia 23230
(Address of Principal Executive (Zip Code)
Offices)
Registrant's Telephone Number, Including Area Code (804) 285-7340
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.
_ X__ Yes ____ No
As of August 7, 1998, 12,549,275 shares of the Registrant's
Common Stock were outstanding.
Independent Accountants' Review Report
The Board of Directors and Shareholders
Performance Food Group Company:
We have reviewed the accompanying condensed consolidated balance
sheet of Performance Food Group Company and subsidiaries as of June
27, 1998, and the related condensed consolidated statements of earnings
for the three-month and six-month periods ended June 27, 1998 and June
28, 1997, and the condensed consolidated statements of cash flows for
the six-month periods ended June 27, 1998 and June 28, 1997. These
condensed consolidated financial statements are the responsibility of the
Company's management.
We conducted our review in accordance with standards established by
the American Institute of Certified Public Accountants. A review of
interim financial information consists principally of applying analytical
procedures to financial data and making inquiries of persons responsible
for financial and accounting matters. It is substantially less in scope than
an audit conducted in accordance with generally accepted auditing
standards, the objective of which is the expression of an opinion
regarding the financial statements taken as a whole. Accordingly, we do
not express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the condensed consolidated financial statements
referred to above for them to be in conformity with generally accepted
accounting principles.
We have previously audited, in accordance with generally accepted
auditing standards, the consolidated balance sheet of Performance Food
Group Company and subsidiaries as of December 27, 1997, and the
related consolidated statements of earnings, shareholders' equity and
cash flows for the year then ended (not presented herein); and in our
report dated February 9, 1998, we expressed an unqualified opinion on
those consolidated financial statements. In our opinion, the information
set forth in the accompanying condensed consolidated balance sheet as of
December 27, 1997 is fairly stated, in all material respects, in relation to
the consolidated balance sheet from which it has been derived.
/s/ KPMG Peat Marwick LLP
Richmond, Virginia
July 24, 1998
PART I - FINANCIAL INFORMATION
Item 1 Financial Statements.
PERFORMANCE FOOD GROUP COMPANY AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(In thousands)
June 27, December 27,
1998 1997
(Unaudited)
Assets
Current assets:
Cash $ 4,756 $ 3,653
Trade accounts and notes receivable, net 80,689 80,054
Inventories 75,693 72,951
Other current assets 2,797 2,936
Total current assets 163,935 159,594
Property, plant and equipment, net 81,222 71,810
Intangible assets, net 74,105 55,697
Other assets 1,827 1,782
Total assets $ 321,089 $ 288,883
Liabilities and Shareholders' Equity
Current liabilities:
Outstanding checks in excess of deposits $ 21,401 $ 19,859
Current installments of long-term debt 551 689
Accounts payable 74,615 67,455
Other current liabilities 22,621 18,807
Total current liabilities 119,188 106,810
Long-term debt, excluding current installments 56,685 44,577
Deferred income taxes 3,523 3,523
Total liabilities 179,396 154,910
Shareholders' equity 141,693 133,973
Total liabilities and shareholders'
equity $ 321,089 $ 288,883
See accompanying notes to unaudited condensed consolidated
financial statements.
PERFORMANCE FOOD GROUP COMPANY AND SUBSIDIARIES
Condensed Consolidated Statements of Earnings (Unaudited)
(In thousands, except per share amounts)
[CAPTION]
Three Months Ended Six Months Ended
June 27, June 28, June 27, June 28,
1998 1997 1998 1997
Net sales $ 388,671 $ 292,765 $ 742,153 $ 561,302
Cost of goods sold 339,228 256,547 647,910 490,307
Gross profit 49,443 36,218 94,243 70,995
Operating expenses 41,838 29,846 81,725 60,465
Operating profit 7,605 6,372 12,518 10,530
Other income (expense):
Interest expense (825) (358) (1,582) (871)
Other, net 43 104 57 184
Other expense, net (782) (254) (1,525) (687)
Earnings before income taxes 6,823 6,118 10,993 9,843
Income tax expense 2,627 2,346 4,232 3,800
Net earnings $ 4,196 $ 3,772 $ 6,761 $ 6,043
Basic net earnings per common
share $ 0.33 $ 0.32 $ 0.54 $ 0.52
Weighted average common shares
outstanding 12,536 11,716 12,516 11,696
Diluted net earnings per common
share $ 0.32 $ 0.31 $ 0.52 $ 0.50
Weighted average common shares
and potential dilutive common
shares outstanding 13,051 12,249 13,025 12,195
See accompanying notes to unaudited condensed consolidated financial statements.
PERFORMANCE FOOD GROUP COMPANY AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In thousands)
[CAPTION]
Six Months Ended
June 27, June 28,
1998 1997
Cash flows from operating activities:
Net earnings $ 6,761 $ 6,043
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Depreciation and amortization 4,868 3,404
ESOP contributions applied to principal of
ESOP debt 245 232
(Gain) loss on disposal of property, plant and equip (76) 2
Gain on insurance settlement - (1,300)
Loss on write-off of leasehold improvements - 1,287
Changes in assets and liabilities, net of
effects of companies purchased 7,711 3,902
Net cash provided by operating activities 19,509 13,570
Cash flows from investing activities:
Purchases of property, plant and equipment (13,087) (4,121)
Proceeds from sale of property, plant and equipment 515 51
Net cash paid for acquisitions (19,948) (32,690)
Net proceeds from insurance settlement - 4,200
Increase in intangibles and other assets (112) (11)
Net cash used by investing activities (32,632) (32,571)
Cash flows from financing activities:
Decrease in outstanding checks in excess of deposits 1,542 4,294
Net borrowings (payments) on note payable to banks (30,280) 13,689
Repayment of promissory notes (7,278) -
Issuance of long-term debt 50,000 -
Principal payments on long-term debt (472) (319)
Stock option, incentive and employee stock purchase plans 714 596
Net cash provided by financing activities 14,226 18,260
Net increase (decrease) in cash 1,103 (741)
Cash at beginning of period 3,653 5,557
Cash at end of period $ 4,756 $ 4,816
See accompanying notes to unaudited condensed consolidated financial statements.
PERFORMANCE FOOD GROUP COMPANY AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements
June 27, 1998 and June 28, 1997
1. Basis of Presentation
The accompanying condensed consolidated financial statements of
Performance Food Group Company and subsidiaries (the "Company")
are unaudited, with the exception of the December 27, 1997 condensed
consolidated balance sheet, which was derived from the audited
consolidated balance sheet in the Company's latest annual report on
Form 10-K. The unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles for interim financial reporting, and in accordance with Rule
10-01 of Regulation S-X.
In the opinion of management, the unaudited condensed consolidated
financial statements contained in this report reflect all adjustments,
consisting of only normal recurring accruals, which are necessary for a
fair presentation of the financial position and the results of operations for
the interim periods presented. The results of operations for any interim
period are not necessarily indicative of results for the full year.
These unaudited condensed consolidated financial statements, note
disclosures and other information should be read in conjunction with the
consolidated financial statements and notes thereto included in the
Company's latest annual report on Form 10-K.
2. Business Combinations
On December 30, 1996, the Company acquired certain net assets of
McLane Foodservice-Temple, Inc. ("McLane Foodservice"), a wholly-
owned subsidiary of McLane Company, Inc., based in Temple, Texas.
McLane Foodservice had 1996 net sales of approximately $180 million.
The Company operates the former business of McLane Foodservice as
Performance Food Group of Texas, LP ("PFG of Texas") through
distribution centers in Temple and Victoria, Texas that provide food and
food-related products to traditional foodservice customers as well as
multi-unit chain restaurants and vending customers. The purchase price
of approximately $30.5 million was financed with proceeds from an
existing credit facility. Simultaneous with the closing, the Company also
purchased the distribution center located in Victoria, Texas from an
independent third party for approximately $1.5 million.
During 1997, the Company completed the acquisitions of a number of
foodservice distributors, including the acquisition of Tenneva
Foodservice, Inc. ("Tenneva") on April 11, 1997, Central Florida Finer
Foods, Inc. ("CFFF") on May 12, 1997, W. J. Powell Company
("Powell") on June 28, 1997 and AFI Food Service Distributors, Inc.
("AFI") on October 31, 1997. The operations of Tenneva and CFFF
have been combined with the operations of certain of the Company's
existing subsidiaries. Collectively, these companies had 1996 net sales
of approximately $130 million. The aggregate purchase price of the
acquisitions was approximately $39 million, plus the assumption of
approximately $12 million of debt. The aggregate purchase price for the
acquisitions was financed by issuing 660,827 shares of the Company's
common stock, $7 million of promissory notes due January 2, 1998 and
the remainder with proceeds from an existing credit facility. The
aggregate consideration payable to the former shareholders of Powell and
AFI is subject to increase in certain circumstances.
On June 1, 1998, the Company acquired certain assets related to the
group and chemicals business of Affiliated Paper Companies, Inc. ("APC
Group"), a privately owned marketing organization based in Tuscaloosa,
Alabama. APC Group provides procurement and merchandising services
for a variety of paper, disposable and sanitation supplies to more than
300 independent distributors. The purchase price of approximately $20
million was financed with proceeds from an existing credit facility. The
aggregate consideration payable to the former shareholders of APC
Group is subject to increase in certain circumstances.
These acquisitions have been accounted for using the purchase method
and, accordingly, the acquired assets and liabilities have been recorded at
their estimated fair values at the date of acquisition. The excess of the
purchase price over the fair value of tangible net assets acquired in these
acquisitions was approximately $63.4 million and is being amortized on
a straight-line basis over estimated lives ranging from 5 to 40 years. The
consolidated statements of earnings and cash flows reflect the results of
these acquired companies from the date of acquisition through June 27,
1998.
3. Long-term Debt
On May 8, 1998, the Company issued $50.0 million of unsecured 6.77%
Senior Notes due May 8, 2010 in a private placement. Proceeds of the
issue were used to repay amounts outstanding under an existing credit
facility and for general corporate purposes.
4. Supplemental Cash Flow Information
Six Months Ended
(amounts in thousands) June 27, June 28,
1998 1997
Cash paid during the period for:
Interest $ 1,245 $ 754
Income taxes $ 5,126 $ 3,171
Effects of purchase of companies:
Fair value of assets acquired,
inclusive of intangibles of
$19,200 and $9,261 $ 21,161 $ 41,052
Liabilities assumed (1,213) (8,362)
Net cash paid for acquisitions $ 19,948 $ 32,690
5. Subsequent Event
On July 27, 1998, the Company acquired certain net assets of the
Virginia Foodservice Group ("VFG"), a division of a privately owned
broadline distributor based in Richmond, Virginia. VFG had 1997 net
sales of approximately $45 million, consisting primarily of traditional
foodservice customers.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
General
The Company derives its revenue primarily from the sale of food and
food-related products to the foodservice, or "away-from-home eating,"
industry. The foodservice industry consists of two major customer types:
"traditional" foodservice customers, consisting of independent
restaurants, hotels, cafeterias, schools, healthcare facilities and other
institutional customers, and "multi-unit chain" customers, consisting of
regional and national quick-service restaurants and casual dining
restaurants. Products and services provided to the Company's traditional
and multi-unit chain customers are supported by identical physical
facilities, vehicles, equipment, systems and personnel. The principal
components of the Company's expenses include cost of goods sold,
which represents the amount paid to manufacturers and growers for
products sold, and operating expenses, which include primarily labor-
related expenses, delivery costs and occupancy expenses.
Results of Operations
The following table sets forth, for the periods indicated, the components of
the condensed consolidated statements of earnings expressed as a percentage of
net sales:
Three Months Ended Six Months Ended
June 27, June 28, June 27, June 28,
1998 1997 1998 1997
Net sales 100.0 % 100.0 % 100.0 % 100.0 %
Cost of goods sold 87.3 87.6 87.3 87.4
Gross profit 12.7 12.4 12.7 12.6
Operating expenses 10.7 10.2 11.0 10.7
Operating profit 2.0 2.2 1.7 1.9
Other expense, net 0.2 0.1 0.2 0.1
Earnings before income taxes 1.8 2.1 1.5 1.8
Income tax expense 0.7 0.8 0.6 0.7
Net earnings 1.1 % 1.3 % 0.9 % 1.1 %
Comparison of Periods Ended June 27, 1998 to June 28, 1997.
Net sales increased 32.8% to $388.7 million for the three months ended
June 27, 1998 (the "1998 quarter") from $292.8 million for the three
months ended June 28, 1997 (the "1997 quarter"). Net sales increased
32.2% to $742.2 million for the six months ended June 27, 1998 (the
"1998 period") from $561.3 million for the six months ended June 28,
1997 (the "1997 period"). Net sales in the Company's existing
operations increased 19% over both the 1997 quarter and period while
acquisitions contributed the remaining 14% and 13% of the Company's
total sales growth for the quarter and period, respectively. Inflation
amounted to less than 1% for the 1998 quarter and period.
Gross profit increased 36.5% to $49.4 million in the 1998 quarter from
$36.2 million in the 1997 quarter. Gross profit increased 32.7% to $94.2
million in the 1998 period from $71.0 million in the 1997 period. Gross
profit margin increased to 12.7% in the 1998 quarter and period
compared to 12.4% in the 1997 quarter and 12.6% in the 1997 period.
The increase in gross profit margin was due primarily to the following
factors. During the second half of 1997 and 1998, the Company acquired
three distribution and merchandising companies that have higher gross
margins than certain of the Company's subsidiaries due to their sales mix
of more traditional foodservice customers. Therefore, while internal
sales growth during 1998 with certain of the Company's large multi-unit
chain customers, which are generally higher-volume, lower gross margin
accounts, grew at approximately 26%; sales to the Company's traditional
foodservice customers grew at approximately 36% inclusive of
acquisitions. Sales also grew internally in the Company's produce
processing operations approximately 60% during 1998, which generally
have comparable margins to the Company's traditional foodservice
divisions. These factors that improved gross margin were partially offset
by the Company's renegotiation of its distribution agreement with its
largest multi-unit customer in early 1997.
Operating expenses increased 40.2% to $41.8 million in the 1998 quarter
compared with $29.8 million in the 1997 quarter. Operating expenses
increased 35.2% to $81.7 million in the 1998 period from $60.5 million
in the 1997 period. As a percentage of net sales, operating expenses
increased to 10.7% in the 1998 quarter from 10.2% in the 1997 quarter
and to 11.0% in the 1998 period from 10.7% in the 1997 period. The
increase in operating expenses as a percent of net sales primarily reflects
increased labor costs including recruiting and training additional
personnel, primarily in the transportation and warehouse areas which are
an integral part of the Company's distribution service. These increased
labor costs may continue depending upon economic and labor conditions
in the Company's various markets in which it operates. The Company
leased a 75,000 square foot distribution center in Belcamp, Maryland to
service the continued growth of certain of the Company's multi-unit
chain customers, which became operational in February 1997. The
Company incurred certain start-up expenses for this facility in the 1997
period. Additionally, the Company intends to expand certain of its
distribution centers during the second half of 1998.
Operating profit increased 19.4% to $7.6 million in the 1998 quarter
from $6.4 million in the 1997 quarter. Additionally, operating profit
increased 18.9% to $12.5 million in the 1998 period from $10.5 million
in the 1997 period. Operating profit margin declined to 2.0% for the
1998 quarter from 2.2% for the 1997 quarter and to 1.7% for the 1998
period from 1.9% for the 1997 period.
Other expense increased to $782,000 in the 1998 quarter from $254,000
in the 1997 quarter and to $1.5 million for the 1998 period from
$687,000 for the 1997 period. Other expense includes interest expense,
which increased to $825,000 in the 1998 quarter from $358,000 in the
1997 quarter. Interest expense increased to $1.6 million for the 1998
period from $871,000 for the 1997 period. The increase in interest
expense is due to higher debt levels during the 1998 quarter as a result of
the Company's various acquisitions. Other expense during the 1997
period also includes a $1.3 million gain from insurance proceeds related
to covered assets at one of the Company's processing and distribution
facilities which offset a $1.3 million writedown of certain leasehold
improvements associated with the termination of the lease on one of the
Company's distribution facilities.
Income tax expense increased to $2.6 million in the 1998 quarter from
$2.3 million in the 1997 quarter and to $4.2 million in the 1998 period
from $3.8 million for the 1997 period, as a result of higher pre-tax
earnings. As a percentage of earnings before income taxes, the provision
for income taxes was 38.5% for the 1998 quarter and period and 38.4%
and 38.6% for the 1997 quarter and period, respectively.
Net earnings increased 11.3% to $4.2 million in the 1998 quarter
compared to $3.8 million in the 1997 quarter. Net earnings increased
11.9% to $6.8 million in the 1998 period from $6.0 million in the 1997
period. As a percentage of net sales, net earnings decreased to 1.1% in
the 1998 quarter versus 1.3% in the 1997 quarter and to 0.9% in the 1998
period from 1.1% in the 1997 period.
Liquidity and Capital Resources
The Company has historically financed its operations and growth
primarily with cash flow from operations, borrowings under its credit
facility, operating leases, normal trade credit terms and the sale of the
Company's common stock. Despite the Company's large sales volume,
working capital needs are minimized because the Company's investment
in inventory is financed principally with accounts payable.
Cash provided by operating activities was $19.5 million and $13.6
million for the 1998 and 1997 periods, respectively. The increase in cash
provided by operating activities resulted primarily from higher net
earnings and increased levels of trade payables and accrued expenses
offset by increased levels of inventories.
Cash used by investing activities was $32.6 million for both the 1998
and 1997 periods. Investing activities consist primarily of additions to
and disposals of property, plant and equipment and the acquisition of
businesses. The Company's total capital expenditures for the 1998 period
were $13.1 million, including approximately $8.2 million for expansion
of the customized distribution centers in Lebanon, Tennessee, Dallas,
Texas and Gainesville, Florida. The Company anticipates that its total
capital expenditures, other than for acquisitions, for fiscal 1998 will be
approximately $20 million. Investing activities during the 1998 period
included $19.9 million expended for the acquisition of APC Group.
Investing activities during the 1997 period also included $32.7 million
expended for the acquisition of PFG of Texas, net of cash on hand, and
$4.2 million of insurance proceeds received to cover losses associated
with one of the Company's processing and distribution facilities.
Cash flows provided by financing activities was $14.2 million in the
1998 period and $18.3 million for the 1997 period. Cash flows during
the 1998 period included $50.0 million of proceeds from the issuance of
6.77% Senior Notes. Cash flows in the 1998 period also included net
repayments on a revolving credit facility ("Credit Facility") of $30.3
million, net of the repayment of $7.3 million of promissory notes used to
finance the acquisition of AFI. Cash flows in the 1997 period included
net borrowings on the Credit Facility of $13.7 million which included the
$32.7 million acquisition of PFG of Texas, net of $19.0 million of
repayments as a result of the reduced working capital needs.
The Company has $30.0 million of borrowing capacity under its Credit
Facility with a commercial bank which expires in February 2001.
Approximately $4.0 million was outstanding under the Credit Facility at
June 27, 1998. The Credit Facility also supports up to $5.0 million of
letters of credit. At June 27, 1998, the Company was contingently liable
for $2.5 million of outstanding letters of credit which reduce amounts
available under the Credit Facility. At June 27, 1998, the Company had
$23.5 million available under the Credit Facility. The Credit Facility
bears interest at LIBOR plus a spread over LIBOR, which varies based
on the ratio of funded debt to total capital. At June 27, 1998, the Credit
Facility bore interest at 5.82%. Additionally, the Credit Facility requires
the maintenance of certain financial ratios, as defined, regarding debt to
tangible net worth, cash flow coverage and current assets to current
liabilities.
In September 1997, the Company completed a $42.0 million master
operating lease agreement to construct or purchase four distribution
centers planned to become operational in 1998. Under this agreement,
the lessor owns the distribution centers, incurs the related debt to
construct the facilities and thereafter leases each facility to the Company.
The Company has entered into a commitment to lease each facility for a
period beginning upon the completion of each facility and ending on
September 12, 2002, including extensions. Upon the expiration of each
lease, the Company has the option to renegotiate the lease, sell the
facility to a third party or to purchase the facility at its original cost. If
the Company does not exercise its purchase options, the Company has
significant residual value guarantees of each property. The Company
expects the fair value of the properties included in this agreement to
eliminate or substantially reduce the Company's exposure under the
residual value guarantees. At June 27, 1998, construction has
commenced on two facilities with expenditures to date of approximately
$8.4 million.
On May 8, 1998, the Company issued $50.0 million of unsecured
6.77% Senior Notes due May 8, 2010 in a private placement. Proceeds
of the issue were used to repay amounts outstanding under the Credit
Facility and for general corporate purposes.
Business Combinations
On December 30, 1996, the Company acquired certain net assets
of McLane Foodservice-Temple, Inc. ("McLane Foodservice"), a
wholly-owned subsidiary of McLane Company, Inc., based in Temple,
Texas. McLane Foodservice had 1996 net sales of approximately $180
million. The Company operates the former business of McLane
Foodservice as Performance Food Group of Texas, LP ("PFG of Texas")
through distribution centers in Temple and Victoria, Texas that provide
food and food-related products to traditional foodservice customers as
well as multi-unit chain restaurants and vending customers. The
purchase price of approximately $30.5 million was financed with
proceeds from an existing credit facility. Simultaneous with the closing,
the Company also purchased the distribution center located in Victoria,
Texas from an independent third party for approximately $1.5 million.
During 1997, the Company completed the acquisitions of a
number of foodservice distributors, including the acquisition of Tenneva
on April 11, 1997, CFFF on May 12, 1997, Powell on June 28, 1997 and
AFI on October 31, 1997. The operations of Tenneva and CFFF have
been combined with the operations of certain of the Company's existing
subsidiaries. Collectively, these companies had 1996 net sales of
approximately $130 million. The aggregate purchase price of the
acquisitions was approximately $39 million, plus the assumption of
approximately $12 million of debt. The aggregate purchase price for the
acquisitions was financed by issuing 660,827 shares of the Company's
common stock, $7 million of promissory notes due January 2, 1998 and
the remainder with proceeds from an existing credit facility. The
aggregate consideration payable to the former shareholders of Powell and
AFI is subject to increase in certain circumstances.
On June 1, 1998, the Company acquired certain assets related to
the group and chemicals business of APC Group, a privately owned
marketing organization based in Tuscaloosa, Alabama. APC Group
provides procurement and merchandising services for a variety of paper,
disposable and sanitation supplies to more than 300 independent
distributors. The purchase price of approximately $20 million was
financed with proceeds from an existing credit facility. The aggregate
consideration payable to the former shareholders of APC Group is
subject to increase in certain circumstances.
These acquisitions have been accounted for using the purchase method
and, accordingly, the acquired assets and liabilities have been recorded at
their estimated fair values at the date of acquisition. The excess of the
purchase price over the fair value of tangible net assets acquired was
approximately $63.4 million and is being amortized on a straight-line
basis over estimated lives ranging from 5 to 40 years.
Recently Issued Accounting Pronouncements
During 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards (SFAS) No. 130,
Reporting Comprehensive Income, and SFAS No. 131, Disclosures
About Segments of an Enterprise and Related Information, which are
effective for periods beginning after December 15, 1997. The impact of
these accounting pronouncements is not expected to have a material
impact on the Company's financial position or results of operations.
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
(a.) The Annual Meeting of Shareholders was held on April 29,
1998.
(b.) The following Director nominees were elected by the
shareholders of record as of March 16, 1998.
Votes In Votes
Favor Against Abstentions
Class II (term expires 2001):
Robert C. Sledd 9,496,427 - 495,149
Fred C. Goad, Jr. 9,488,288 - 503,288
Class III (term expires 1999):
John E. Stokely 9,486,974 - 504,602
(c.) The following other matters were voted on by the
shareholders of record as of March 16, 1998:
Votes In Votes
Favor Against Abstentions
Amendment of the
Performance Food Group
Company Employee Stock
Purchase Plan to increase
the number of shares
available for purchase to
362,500 shares. 9,785,506 103,852 102,218
Item 6. Exhibits and Reports on Form 8-K.
(a.) Exhibits:
10.36 Fourth Amendment to Revolving Credit Agreement dated as
of July 8, 1996 by and among Performance Food Group
Company and First Union National Bank.
10.37 Form of Note Purchase Agreement dated as of May 8, 1998 for
6.77% Senior Notes due May 8, 2010.
15 Letter regarding unaudited financial information from KPMG
Peat Marwick LLP.
27 Financial Data Schedule (SEC only)
27.1 Financial Data Schedule (SEC only)
(b.) No reports on Form 8-K were filed during the quarter ended June
27, 1998.
Signature
Pursuant to the requirements 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.
PERFORMANCE FOOD GROUP COMPANY
(Registrant)
By: /s/ Roger L. Boeve
Roger L. Boeve
Executive Vice President &
Chief Financial Officer
Date: August 10, 1998