EXHIBIT (a)(5)(D)
(PFG PERFORMANCE FOOD GROUP LOGO) 12500 West Creek Parkway
Richmond, VA 23238
Phone (804) 484-7700
FAX (804) 484-7701
NEWS RELEASE
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FOR MORE INFORMATION:
INVESTOR CONTACT:
MEDIA CONTACT: KEVIN COLLIER
CHERYL MOORE DIRECTOR, INVESTOR RELATIONS
DIRECTOR, CORPORATE COMMUNICATIONS (804) 287-8109
(804) 484-6273
PERFORMANCE FOOD GROUP ANNOUNCES PRELIMINARY RESULTS OF TENDER OFFER
RICHMOND, VA. (AUGUST 12, 2005) - Performance Food Group (Nasdaq/NM:PFGC) today
announced the preliminary results of its modified "Dutch Auction" tender offer
to purchase up to 10,000,000 shares of the company's common stock. The tender
offer expired at 5:00 p.m., New York City time, on Thursday, August 11, 2005.
Based on a preliminary count by the depositary for the tender offer,
approximately 10,194,648 shares of common stock were properly tendered and not
withdrawn at a price at or below $29.75 per share, including 6,783,267 shares
that were tendered through notice of guaranteed delivery. The Company intends to
exercise its right to purchase additional shares of common stock without
extending the tender offer in accordance with applicable securities laws.
Accordingly, the company expects to purchase an aggregate of 10,194,648 shares
of its common stock at a price of $29.75 per share.
The number of shares to be purchased and final purchase price per share are
preliminary, and subject to confirmation by the depositary of the proper
delivery of all shares validly tendered and not withdrawn. The actual number of
shares purchased and the final purchase price will be announced following
completion of the verification process. The company will then promptly commence
payment for the shares of common stock accepted for purchase, and return all
other shares tendered and not accepted for purchase.
Investor questions concerning the tender offer may be directed to the
information agent, Mellon Investor Services at 877-698-6865, or the dealer
manager, Goldman, Sachs & Co. at (800) 323-5678.
Performance Food Group markets and distributes more than 64,000 national and
private label food and food-related products to approximately 44,000
restaurants, hotels, cafeterias, schools, healthcare facilities and other
institutions. For more information on Performance Food Group, visit
www.pfgc.com.
This press release contains forward-looking statements, including
statements regarding the Company's expectations regarding the results of the
tender offer. These statements involve risks and uncertainties and are based on
current expectations and management's estimates; actual results may differ
materially. The risks and uncertainties which could impact these statements
include, but are not limited to, the number of shares validly tendered and the
price at which the Company finally determines to purchase shares in the tender
offer; general economic conditions; the relatively low margins and economic
sensitivity of the foodservice business; the Company's reliance on major
customers; the risk that the results of the Securities and Exchange Commission
informal inquiry could have an adverse affect on the Company; the ability to
identify and successfully complete acquisitions of other foodservice
distributors; the Company's ability to successfully develop, produce and market
new products and management of the Company's planned growth, all as detailed
from time to time in the reports filed by the Company with the Securities and
Exchange Commission. Notwithstanding any statement in this press release, the
safe harbor protections of the Private Securities Litigation Reform Act of 1995
do not apply to statements made in connection with a tender offer.
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