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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 13, 1997
(December 29, 1996)
PERFORMANCE FOOD GROUP COMPANY
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(Exact name of registrant as specified in its charter)
Tennessee 0-22192 54-0402940
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
6800 Paragon Place, Suite 500, Richmond, Virginia 23230
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (804) 285-7340
Not Applicable
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
On December 29, 1996, Performance Food Group of Texas, L.P., a Texas
limited partnership (the "Purchaser") and wholly-owned subsidiary of
Performance Food Group Company (the "Company"), in accordance with the terms of
an Asset Purchase Agreement (the "Agreement") dated October 22, 1996,
consummated the acquisition of certain assets of McLane Company, Inc., a Texas
corporation ("Parent") and substantially all of the assets of McLane
Foodservice--Temple, Inc., a Texas corporation and wholly-owned subsidiary of
McLane ("Temple"). Parent and Temple are collectively referred to herein as
the "Seller." The assets acquired were used by Seller at its Temple and
Victoria, Texas facilities in the foodservice distribution business, which the
Purchaser will continue.
The aggregate consideration paid by the Purchaser for the assets was
$30,463,183 (subject to certain post- closing adjustments), the assumption of
Seller's trade payables and certain other specified liabilities, and the
sublease of certain of Seller's tractors and trailers (the "Purchase Price").
The Purchaser paid Seller $26,463,183 of the Purchase Price in cash at closing.
The Purchaser deposited $4,000,000 of the Purchase Price (the "Escrow Amount")
into an escrow account under the terms and conditions of a separate Escrow
Agreement between the Company and Seller (the "Escrow Agreement"). Certain
sums of the Escrow Amount may be returned to the Company if Seller should have
a duty to indemnify the Company or the Purchaser under the terms of the
Agreement prior to December 29, 1997. The Purchase Price was determined
through arm's length negotiations between the Company and Seller. In addition,
the Purchaser purchased the Victoria, Texas facility from a third party for
$1.5 million.
Item 7. Financial Statements, Pro Forma Information and Exhibits.
(a) and (b) Financial Statements of Business Acquired and Pro Forma
Financial Information.
The Registrant believes that (i) is impracticable prior to the filing
of this Form 8-K to complete preparation of the financial statements
required to be filed pursuant to Rule 3-05 of Regulation S-X and the
pro forma financial information required to be filed pursuant to
Article 11 of Regulation S-X, and (ii) such information will be
available, and will be filed by the Registrant with the Securities and
Exchange Commission as promptly as practicable, within 60 days after
this Form 8-K is required to be filed.
(c) Exhibits:
(2) Asset Purchase Agreement, dated October 22, 1996 by and among
Performance Food Group Company, McLane Foodservice--Temple,
Inc., and McLane Company, Inc. and an amendment thereto
(Pursuant to Item 601(b)(2) of Regulation S-K, the schedules
of this agreement are omitted, but will be provided
supplementally to the Commission upon request.)
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(10) Escrow Agreement, dated December 29, 1996, by and among
Performance Food Group Company, McLane Company, Inc., McLane
Foodservice--Temple, Inc., and First Union National Bank of
Virginia.
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SIGNATURES
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 hereunto duly authorized.
PERFORMANCE FOOD GROUP COMPANY
Date: January 13, 1997 By: /s/ Roger L. Boeve
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Roger L. Boeve
Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
No. Exhibit
2 Asset Purchase Agreement, dated October 22, 1996 by and among
Performance Food Group Company, McLane Foodservice--Temple,
Inc., and McLane Company, Inc. and an amendment thereto
(Pursuant to Item 601(b)(2) of Registration S-K, the schedules
of this agreement are omitted, but will be provided
supplementally to the Commission upon request.)
10 Escrow Agreement, dated December 29, 1996, by and among
Performance Food Group Company, McLane Company, Inc., McLane
Foodservice--Temple, Inc., and First Union National Bank of
Virginia.