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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): May 19, 1997
(May 6, 1997)
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 of (Commission File (I.R.S.
incorporation) Number) Employer
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 5. Other Events.
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On May 6, 1997, the Board of Directors of Performance Food Group
Company (the "Company") declared a dividend of one Stock Purchase Right (a
"Right") per share of the Company's Common Stock, $.01 par value per share (the
"Common Stock"), outstanding on May 30, 1997 (the "Record Date"). A Right will
also accompany each share of the Company's Common Stock issues following the
Record Date. Each Right, when it first becomes exercisable, entitles the holder
to purchase from he Company one-hundredth of one share of Preferred Stock, $.01
per value per share (the "Preferred Stock"), at an initial exercise price of
$100 per one-hundredth of one share (the "Exercise Price"), subject to
adjustment. The terms and conditions of the Rights are set forth in a Rights
Agreement, dated as of May 16, 1997 (the "Rights Agreement"), between the
Company and First Union National Bank of North Carolina, as Rights Agent (the
"Rights Agent"), a copy of which is filed herewith as an Exhibit.
Also on May 6, 1997, the Board of Directors of the Company amended the
Company's bylaws to contain an express declaration that control share
acquisitions respecting the Common Stock of the Company are governed by and
subject to the provisions of the Tennessee Control Share Acquisition Act.
Item 7. Financial Statements, Pro Forma Information and Exhibits.
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(c) Exhibits:
(4) Rights Agreement, dated as of May 16, 1997, between
Performance Food Group Company and First Union National Bank
of North Carolina, as Rights Agent, which includes as
exhibits, the form of Right Certificate and the Summary of
Rights Agreement.
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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: May 19, 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
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4 Rights Agreement, dated as of May
16, 1997, between Performance Food
Group Company and First Union
National Bank of North Carolina, as
Rights Agent, which includes as
exhibits, the form of Right
Certificate and the Summary of
Rights Agreement.