ITEM 1. BUSINESS
GENERAL
Established in 1911, Rykoff-Sexton, Inc., (the "Company") is a leading broadline distributor of high quality food and related non-food products for the foodservice industry throughout the United States. The Company distributes its product line of approximately 41,000 items to restaurants, industrial cafeterias, healthcare facilities, hotels, schools and colleges, supermarket service delicatessen departments and other establishments where food is prepared or consumed away from home. It also offers design and engineering services for all types of foodservice operations through its contract/design group. The Company's products consist of a broad line of private label and national branded food and foodservice equipment and supplies. The Company's proprietary private label products accounted for approximately 56% of the Company's net sales in fiscal 1995. The Company develops and manufactures many of its private label products, and it also manufactures other products for certain customers under their own brand labels.
The Company's principal operations are conducted through the Rykoff- Sexton Distribution Division (the "Distribution Division"), the Rykoff-Sexton Manufacturing Division (the "Manufacturing Division") and San Francisco International Cheese Imports ("San Francisco International Cheese Imports").
DISTRIBUTION DIVISION
The Distribution Division is comprised of 25 distribution branches and eight additional sales offices that are largely located in major metropolitan areas throughout the United States. The Distribution Division also offers design and engineering services for all types of foodservice operations through its ten contract/design offices. In fiscal 1995, sales of the Distribution Division (including products sold through this division by the Manufacturing Division and San Francisco International Cheese Imports) generated approximately 99% of the Company's net sales.
MANUFACTURING DIVISION
At its four plants, the Manufacturing Division manufactures products primarily under the Company's proprietary private labels and also manufactures products for other manufacturers, distributors, restaurant chains and other large users under their own brand labels. Approximately 90% of the Manufacturing Division's products are sold through the Distribution Division, and the remainder are sold directly to customers.
SAN FRANCISCO INTERNATIONAL CHEESE IMPORTS
The Company also has a smaller division, San Francisco International Cheese Imports, which distributes domestic and imported cheeses and specialty and gourmet products both through the Distribution Division and directly to customers.
PRODUCTS
The Company offers to the foodservice industry a single source of supply for approximately 41,000 private label and national branded items that are distributed to approximately 100,000 foodservice establishments. The principal product lines are:
FOOD PRODUCTS
The Company's food products include canned fruits and vegetables, tomatoes and tomato products, juices, relishes and pickle products, dry package foods, syrups, dressings and salad oils, baking supplies, extracts and colors, spices, condiments, seasonings and sauces, jellies and preserves, coffee, tea and fountain goods, prepared convenience entrees, meats, desserts and puddings, dietary foods, imported and domestic cheeses and specialty and gourmet items. Frozen foods include soups, prepared convenience entrees, bakery products, fruits and vegetables, desserts, frozen meat, chicken and fish and other frozen products customarily distributed to the foodservice industry.
JANITORIAL AND PAPER PRODUCTS
The Company's non-food products include janitorial supplies such as detergents and cleaning compounds; plastic products such as refuse container liners, cutlery, straws and sandwich bags; and paper products such as napkins, cups, hats, placemats, coasters and lace doilies.
EQUIPMENT AND SUPPLIES
The Company also distributes smallware restaurant equipment and supply items, including cookware, glassware, dinnerware and other commercial kitchen equipment.
The Company's products include approximately 1,400 food and 900 non- food items that are manufactured, processed and packaged at its four plants located in Los Angeles, California; Indianapolis, Indiana; Englewood, New Jersey; and Brooklyn, New York. These products are primarily manufactured under the Company's private labels. The Company also manufactures products for certain customers such as other manufacturers, distributors, restaurant chains and other large users under their own brand labels.
The Manufacturing Division's food products include mayonnaise and salad dressings, oils, margarine and shortenings, gelatins and dessert powders, vinegars, sauces, pancake and waffle mixes, biscuit and flour mixes, soup bases, jams and jellies, canned and frozen soups, canned and frozen entrees, relishes and tea. Its non-food products include detergents, cleaning compounds, refuse container liners, cutlery, straws and sandwich bags, paper napkins, placemats, chefs' hats, coasters, paper lace doilies and a line of low temperature dishwashers.
In addition to its extensive product line, the Company's contract/design group has ten offices that provide design and engineering services and equipment installations for restaurants and other foodservice establishments.
MARKETING AND DISTRIBUTION
The Company markets its products and contract/design services to customers in the foodservice industry, including restaurants, industrial cafeterias, healthcare facilities, hotels, schools and colleges, airlines, clubs, supermarket service delicatessen departments and other establishments where food is prepared or consumed away from home.
The following table sets forth the approximate customer base of the Company for the fiscal year ended April 29, 1995:
No customer of the Company accounted for as much as two percent of the Company's sales for the fiscal year ended April 29, 1995. No product distributed by the Company accounts for a material part of the Company's sales volume. The Company does not experience material seasonal variations in its sales volume.
The Company believes that product quality, close contact with customers, prompt and accurate delivery of orders, and the ability to provide related services are of primary importance in the distribution of products to the foodservice industry. Sales offices are maintained at each of the Company's 25 distribution branches and eight additional locations as listed in the table below. The Company's sales force of approximately 1,600 employees includes
foodservice specialists from the Distribution Division who are organized by region and who are each assigned to a distribution branch. The sales force also includes account executives who handle multi-unit accounts such as restaurant chains and other large users. In addition to soliciting orders, sales personnel are trained to advise customers on menu selection, methods of preparing and serving food, merchandising techniques, unit cost controls and other operating procedures.
Products are distributed to customers nationwide through the Company's 25 distribution branches listed in the table below, as well as through independent distributors. With the exception of an equipment and supply branch, each branch stocks a broad line of between 5,900 and 15,000 items for sale in its marketing area. Customer orders are usually processed and shipped within 24 hours of receipt and are delivered directly to the customer. The Company uses its warehouse facilities in Los Angeles, Indianapolis and Dorsey, Maryland to store and consolidate product orders from vendors for subsequent shipment to the distribution branches.
International sales presently account for less than two percent of the Company's total sales. However, the Company believes that the potential for growth in sales to foreign markets is significant, and it is exploring selected opportunities to further develop this segment of its business. The Company currently exports products to the Pacific Rim countries, Micronesia, Canada, the Caribbean, Mexico, Europe, South America and Australia.
SOURCES OF SUPPLY
The Company purchases from approximately 7,500 suppliers. No supplier represented more than two percent of the Company's purchases in fiscal 1995. These suppliers, which include both large multi-line and smaller specialty processors and packagers, are selected primarily on the basis of their ability to meet the Company's quality standards. The Company has no significant long- term purchasing obligations and believes that it has adequate alternative sources of supply for almost all of the purchased items and raw materials used in its manufacturing operations.
QUALITY CONTROL AND REGULATION
The Company maintains quality control laboratories in its Los Angeles, Indianapolis and Englewood facilities. These laboratories are staffed by chemists and food technologists who are trained to control product quality for both self-manufactured and purchased private label products and to provide research and development support for the Company's manufactured products. Quality control procedures include the sampling and testing of raw materials, purchased private label products and Company manufactured items for quality, taste and appearance and the microbiological testing of Company manufactured food items.
EMPLOYEES
As of April 29, 1995, the Company employed a total of approximately 5,400 people, of whom approximately 1,900 were covered by collective bargaining agreements. These agreements expire at various times over the next several years. The Company believes its labor relations are good.
COMPETITION
The Company operates on a nationwide basis and encounters significant competition from a number of sources in each of its marketing areas. The Company competes with two other large national distribution companies, Sysco Corporation and Kraft Foodservice Group, both of which have substantially greater financial and other resources than the Company. The Company also competes with numerous regional and local distributors that offer broad lines of products. In recent years, the foodservice distribution industry has been characterized by significant consolidation and the emergence of larger competitors, principally through acquisitions. There can be no assurances that the Company will not encounter increased competition in the future, which could adversely affect the Company's business.
The Company believes that although price is a consideration, competition in the foodservice industry is generally on the basis of product quality, customer relations and service. As one of the leading national broadline distributors to the foodservice industry, the Company believes that it carries a wider selection of food products of superior quality and value and a greater variety of package sizes than most of its competitors. The Company attributes its ability to compete effectively in its markets to this wider food product selection and its broad line of related non-food products, which are offered through a dedicated, highly skilled and customer-oriented sales force. Further, the Company differentiates itself in part from its competitors by (i) providing many specialty products that have been developed specifically for the foodservice industry or for particular foodservice customers, (ii) maintaining an extensive selection of imported and specialty products, equipment and supplies and (iii) offering its design and engineering services for all types of foodservice operations.
ITEM 2.
ITEM 2. PROPERTIES
The Company relocated its corporate headquarters from its owned property in Los Angeles, California to a leased facility in Lisle, Illinois, where the Distribution Division headquarters is also situated. Both the corporate headquarters and executive offices of the Distribution Division occupy approximately 54,500 square feet pursuant to a lease which expires in November 2001.
The Company's owned property in Los Angeles, California continues to house the Manufacturing Division headquarters, a large manufacturing plant and a warehouse that is used to store and consolidate product orders from vendors. The property consists of four buildings with approximately 1.4 million square feet of space on 20.2 acres. In June 1995, the Company relocated the Los Angeles distribution branch to a new facility of approximately 420,000 square feet in La Mirada, California.
In addition to the manufacturing plant located on the Los Angeles property, the Company owns and operates manufacturing plants totaling 234,000 square feet in Indianapolis, Indiana and Englewood, New Jersey. The Company also leases approximately 32,000 square feet in Brooklyn, New York for office, warehouse and manufacturing facilities. The lease on this property expires in August 1996.
Equipment and machinery owned by the Company and used in its operations consist principally of electronic data processing equipment, food and non-food processing and packaging equipment and chemical compounding, blending and product handling equipment. The Company owns a fleet of approximately 870 vehicles consisting of tractors, trailers, vans and bobtails, which are used for long hauls and local deliveries. In addition, the Company leases approximately 700 delivery vehicles under terms which expire at various dates through 2000.
During fiscal year 1995, the Company completed expansions of its Greensboro, North Carolina, and Detroit, Michigan Branches, primarily with new freezers and coolers, which doubled both of their capacities. At present, the Company is completing the consolidation of its Capitol Branch into the recently acquired 230,000 square foot Continental Foods facility in Baltimore, Maryland and is also completing construction of a new 183,000 square foot distribution center in Cincinnati, Ohio. In addition, the Company recently acquired an 86,400 square foot distribution center in St. Louis, Missouri for relocation of its present St. Louis Branch. This will allow the St. Louis Branch to more than double its capacity for growth. The Company expects to complete the sale of the old facility at the time the St. Louis Branch moves into the new facility in August 1995.
The Company considers that its office, warehouse and manufacturing facilities are adequate to support present and immediately foreseeable future operations. However, the Company continues to locate and occupy new facilities because of its expanding business.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
Reference is made to discussions with respect to legal proceedings in which the Company is a party thereto, as set forth on page 20 of the Company's 1995 Annual Report to shareholders, and by such reference, such information is integrated therein.
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ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
CORPORATE EXECUTIVE OFFICERS
The following are the corporate executive officers of the Company:
All of the executive officers serve in their capacities by approval of the Board of Directors. Each executive officer has, as his principal occupation, been employed by the Company in the capacities set forth or in similar capacities for more than the last five years, except as follows: Mr. Neil I. Sell's principal occupation has been as a partner in the law firm of Maslon Edelman Borman & Brand, a Professional Limited Liability Partnership; Mr. Mark Van Stekelenburg was elected Executive Vice President in 1991 and President and Chief Executive Officer in 1992; Mr. Richard J. Martin was elected Vice President in 1988 and Senior Vice President and Chief Financial Officer in 1993; Mr. Robert J. Harter, Jr. was elected Vice President and General Counsel in 1989 and Senior Vice President, Human Resources and General Counsel in 1993; Mr. Alan V. Giuliani was elected Vice President in 1990 and President, Rykoff-Sexton Manufacturing Division in 1992; Mr. Harold E. Feather was elected President, Rykoff-Sexton Distribution Division in 1992 and Executive Vice President, Corporate Planning in 1994; Mr. Donald E. Willis, Jr. was elected Senior Vice President and Chief Information Officer in 1994; and Mr. Gary L. Cooper was elected President, Rykoff-Sexton Distribution Division in 1994.
Mr. Van Stekelenburg joined the Company in March 1991 and was previously, since 1986, President and Chief Executive Officer of G.V.A. and Kok-Ede, the foodservice division of Royal Ahold, N.V., the largest food retailer in the Netherlands which also has substantial holdings in food retailing in the United States. Mr. Martin joined the Company in August 1988 and was previously a partner with the accounting firm of Arthur Andersen LLP; he had been associated with that firm for twenty-one years. Mr. Harter joined the Company in October 1989 and was previously Senior Vice President, General Counsel and Secretary for Tiger International, Inc. He had been an officer of Tiger International, Inc. for eleven years. Mr. Giuliani joined the Company in August 1990. Previously, Mr. Giuliani was employed by Mars, Inc., a food manufacturer, where he held various senior management positions including Vice President-Research and Development/Engineering for the Dove International Division, and Vice President-New Business Development and Vice President-Plant Manager for the M&M/Mars Division. Mr. Harold E. Feather joined the Company in 1983 when the Company acquired John Sexton & Co. He has held various positions within the Company and was elected Executive Vice President, Corporate Planning in 1994; his most recent previous position was President, Rykoff-Sexton Distribution Division, which he held since 1992. Mr. Donald E. Willis, Jr. joined the Company in January 1994, and previously served in several management information systems positions with other companies, the most recent of which was at HomeBase, a California-based specialty retailer. Mr. Gary L. Cooper joined the Company in October 1994, after thirty-two years with American Hospital Supply Corporation and Baxter International. He was a corporate officer and President of the Baxter Hospital Supply Division.
PART II
ITEM 5.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Reference is made to the information with respect to the principal markets on which the Company's common stock is being traded, prices for each quarterly period and dividend record for the last three years set forth on page 1 of the Company's 1995 Annual Report to shareholders, and by such reference, such information is incorporated herein.
The Company estimates that there are approximately 8,300 shareholders including those through nominees, as of June 1995.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
Reference is made to the financial data with respect to the Company set forth on pages 6 and 7 of the Company's 1995 Annual Report to shareholders and by such reference, such financial data is incorporated herein.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Reference is made to Management's Discussion and Analysis set forth on pages 8 and 9 of the Company's 1995 Annual Report to shareholders, and by such reference, such information is incorporated herein.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Reference is made to the consolidated financial statements set forth on pages 10 through 21 of the Company's 1995 Annual Report to shareholders, and by such reference, such information is incorporated herein.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
Reference is made to the definitive proxy statement pursuant to Regulation 14A, which involves the election of directors at the annual meeting of shareholders to be held September 15, 1995 and will be filed with the Commission within 120 days after the close of its fiscal year ended April 29, 1995, and by such reference said proxy statement is incorporated herein in response to the information called for by Part III (Item 10.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) (1) The financial statements listed below are filed as part of this Annual Report on Form 10-K:
Page Reference -------------- Form Annual 10-K Report ---- ------ Data is incorporated by reference from the attached Annual Report to shareholders of Rykoff-Sexton, Inc. for the fiscal year ended April 29, 1995. With the exception of the information specifically incorporated herein by reference, the 1995 Annual Report to shareholders is not to be deemed "filed" as part of this Annual Report on Form 10-K.
Consolidated statements of operations for each of the three years in the period ended April 29, 1995 10
Consolidated balance sheets as of April 29, 11 1995 and April 30, 1994
Consolidated statements of cash flows for each of the three years in the period ended April 29, 1995 12
Consolidated statements of shareholders' equity for each of three years in the period ended April 29, 1995 13
Notes to consolidated financial statements 14-21
Report of independent public accountants 22
Attachments incorporated herewith to Form 10-K:
Report of independent public accountants on supplemental schedules to the consolidated financial statements 17
Page Reference -------------- Form Annual 10-K Report ---- ------ (2) Supplemental Schedules incorporated herewith to Form 10-K:
Schedule II - Valuation and qualifying accounts for each of the three years in the period ended April 29, 1995 18
(3) The following exhibits, as required by Item 601 of Regulation S-K, are filed as part of this report:
3.1 Restated Certificate of Incorporation of Rykoff-Sexton, Inc. (Incorporated by reference from the Company's report on Form 10-K for the year ended May 1, 1993, as amended)
3.2 Rykoff-Sexton, Inc. By-Laws (Incorporated by reference from the Company's report on Form 10-K for the year ended May 1, 1993, as amended)
4.1 Indenture, dated as of November 1, 1993, between Rykoff- Sexton, Inc. and Norwest Bank Minnesota, N.A., as trustee (Incorporated by reference from the Company's report Form 10-Q for the quarter ended October 30, 1993)
4.2 Rights Agreement, dated December 8, 1986 between Rykoff- Sexton, Inc. and Bank of America National Trust and Savings Association (Incorporated by reference from the Company's report on Form 10-Q for the quarter ended May 1, 1993, as amended)
4.2.1 Amendment, dated as of October 5, 1989 to Rights Agreement, dated December 8, 1986, between Rykoff-Sexton, Inc. and Bank of America National Trust and Savings Association, as Rights Agent (Incorporated by reference from the Company's report on Form 10-Q for the quarter ended October 30, 1993)
10.1 Credit Agreement dated October 25, 1993 between Rykoff- Sexton, Inc. and Bank of America National Trust and Savings Association (Incorporated by reference from the Company's report on Form 10-Q for the quarter ended October 30, 1993)
10.1.1 First Amendment to Credit Agreement between Rykoff-Sexton, Inc. and Bank of America National Trust and Savings Association dated as of December 29, 1993; (Incorporated by reference from the Company's report on Form 10-Q for the quarter ended January 29, 1994)
10.1.2 Second through Fourth Amendments to Credit Agreement between Rykoff-Sexton, Inc. and Bank of America National Trust and Savings Association dated as of March 18, 1994; April 15, 1994; and April 30, 1994 (Incorporated by reference from the Company's report on Form 10-K for the fiscal year ended April 30, 1994)
10.1.3 Fifth Amendment to Credit Agreement between Rykoff-Sexton, Inc. and Bank of America National Trust and Savings Association, dated as of August 29, 1994 (Incorporated by reference from the Company's report on Form 10-Q for the quarter ended July 30, 1994)
10.1.4 Sixth Amendment to Credit Agreement between Rykoff-Sexton, Inc. and Bank
of America National Trust and Savings Association dated as of September 30, 1994 (Incorporated by reference from the Company's report on Form 10-Q for the quarter ended October 29, 1994)
10.2 Final Amendment to Employment Contract and Settlement Agreement dated March 8, 1993 between Roger W. Coleman and Rykoff-Sexton, Inc. (Incorporated by reference from the Company's report on Form 10-K for the year ended May 1, 1993, as amended)*
10.3 1980 Stock Option Plan (Incorporated by reference from the Company's report on Form 10-K for the year ended May 1, 1993, as amended)*
10.4 1988 Stock Option and Compensation Plan, as amended on September 13, 1991 (Incorporated by reference from the Company's report on Form 10-K for the year ended May 1, 1993, as amended)*
10.4.1 Form of Restricted Stock Agreement (Incorporated by reference from the Company's report on Form 10-K for the year ended May 1, 1993, as amended)*
10.4.2 Form of Non-Qualified Stock Option Agreement (Incorporated by reference from the Company's report on Form 10-K for the year ended May 1, 1993, as amended)*
10.4.3 Form of Converging Non-Qualified Stock Option Agreement (Incorporated by reference from the Company's report on Form 10-K for the year ended May 1, 1993, as amended)*
10.5 1989 Director Stock Option Plan (Incorporated by reference from the Company's Report on Form 10-K for the year ended April 28, 1990)
10.6 Junior Demand Promissory Note dated March 31, 1995 by Mark Van Stekelenburg and Mirjam Van Stekelenburg
10.7 Form of Change in Control Agreements (Incorporated by reference from the Company's Report on 10-K for the year ended April 28, 1990)*
10.7.1 Change in Control Agreement for Mark Van Stekelenburg (Incorporated by reference from the Company's report on Form 10-K for the year ended May 1, 1993, as amended)*
10.7.2 Change in Control Agreement for Harold Feather (Incorporated by reference from the Company's report on Form 10-K for the year ended May 1, 1993, as amended)*
10.7.3 Amended and Restated Change in Control Agreement, dated October 12, 1993 between Rykoff-Sexton, Inc. and Mark Van Stekelenburg (Incorporated by reference from the Company's report on Form 10-Q for the quarter ended October 30, 1993)
10.8 Form of Indemnity Agreement (Incorporated by reference from the Company's report on Form 10-K for the year ended May 1, 1993, as amended)
10.9 Form of Fiduciary Indemnity Agreement (Incorporated by reference from the Company's report on Form 10-K for the year ended May 1, 1993, as amended)
10.10 Agreement between S.E. Rykoff and Co. and Food Drug and Beverage Warehousemen and Clerical Employees Union, Local No. 630, International Brotherhood of Teamsters, Chauffeurs, Warehousemen and Helpers of America, Independent dated as of April 30, 1992 (Incorporated by reference from the Company's report on Form 10-K for the year ended May 1, 1993, as amended)
10.11 Agreement between Rykoff-Sexton, Inc. and Union Local No. 630, International Brotherhood of Teamsters, Chauffeurs, Warehousemen and Helpers of America dated as of October 23, 1992 (Incorporated by reference from the Company's report on Form 10-K for the year ended May 1, 1993, as amended)
10.12 Agreement between Rykoff-Sexton, Inc. and Union Locals 848, 14, 87, 381 and 542, International Brotherhood of Teamsters, Chauffeurs, Warehousemen and Helpers of America dated as of October 23, 1992 (Incorporated by reference from the Company's report on Form 10-K for the year ended May 1, 1993, as amended)
10.13 Agreement between Rykoff-Sexton, Inc. and Union Local No. 78, Teamsters Warehouse, Automotive and Miscellaneous Employees dated as of April 1, 1991 (Incorporated by reference from the Company's report on Form 10-K for the year ended May 1, 1993, as amended)
10.14 Agreement between Rykoff-Sexton, Inc. and Union Local No. 85, Brotherhood of Teamsters and Auto Truck Drivers dated as of April 1, 1991 (Incorporated by reference from the Company's report on Form 10-K for the year ended May 1, 1993, as amended)
10.15 Rykoff-Sexton, Inc. 1993 Director Stock Option (Incorporated by reference from the Company's report on Form 10-Q for the quarter ended October 30, 1993)
10.16 Participation Agreement, entered into among Rykoff-Sexton, Inc., as Lessee ("Lessee"), Tone Brothers, Inc., as Sublessee ("Sublessee"), BAS Leasing & Capital Corporation, as Agent ("Agent"), and BA Leasing & Capital Corporation, Manufacturers Bank and Pitney Bowes Credit Corporation, as Lessors (the "Lessors"), dated as of April 29, 1994 (Incorporated by reference from the Company's report on Form 10-K for the fiscal year ended April 30, 1994)
10.16.1 Lease Intended as Security, among Lessee, Agent and the Lessors, dated as of April 29, 1994 (Incorporated by reference from the Company's report on Form 10-K for the fiscal year ended April 30, 1994)
10.16.2 Sublease, between Lessee and Sublessee, dated as of April 29, 1994 (Incorporated by reference from the Company's report on Form 10-K for the fiscal year ended April 30, 1994)
10.16.3 Lease supplement, among Lessee and the Lessors, dated as of April 29, 1994
10.16.4 Lease supplement, among Lessee and the Lessors, dated as of January 27, 1995
10.16.5 Lease supplement, among Lessee and the Lessors, dated as of April 18, 1995
10.17 Employment Agreement between Harold E. Feather and Rykoff- Sexton, Inc. as of June 20, 1994 (Incorporated by reference from the Company's report on Form 10-K for the fiscal year ended April 30, 1994)*
10.18 Employment Agreement between Rykoff-Sexton, Inc. and Mark Van Stekelenburg as of July 20, 1994 (Incorporated by reference from the Company's report on Form 10-K for the fiscal year ended April 30, 1994)*
10.19 Rykoff-Sexton, Inc. Supplemental Executive Retirement Plan for Mark Van Stekelenburg as of July 20, 1994 (Incorporated by reference from the Company's report on Form 10-K for the fiscal year ended April 30, 1994)*
13 1995 Annual Report to Shareholders
21 Subsidiaries of Rykoff-Sexton, Inc.
24.1 Power of Attorney of R. Burt Gookin
24.2 Power of Attorney of James I. Maslon
24.3 Power of Attorney of James P. Miscoll
24.4 Power of Attorney of Neil I. Sell
24.5 Power of Attorney of Bernard Sweet
24.6 Power of Attorney of Robert G. Zeller
27 Financial Data Schedule
* Management contract or compensatory plan
All other schedules have been omitted since the required information is not present or not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements or the notes thereto.
(b) Reports on Form 8-K
During the fourth quarter of fiscal year 1995, the Company filed a Form 8K dated February 21, 1995 reporting the following items:
Item 2. Acquisition or Disposition of Assets.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Rykoff-Sexton, Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: July 27, 1995 RYKOFF-SEXTON, INC.
By /s/ Mark Van Stekelenburg ---------------------------------- Mark Van Stekelenburg President and Chief Executive Officer
By /s/ Richard J. Martin ---------------------------------- Richard J. Martin Senior Vice President and Chief Financial Officer
By /s/ Victor B. Chavez ---------------------------------- Victor B. Chavez Vice President and Chief Accounting Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following directors on behalf of the Registrant on the date indicated.
R. Burt Gookin
James I. Maslon /s/ Mark Van Stekelenburg James P. Miscoll ------------------------------- Mark Van Stekelenburg, signing Neil I. Sell personally as a director and as attorney in fact for the directors Bernard Sweet whose names appear opposite.
Robert G. Zeller July 27, 1995
Powers of attorney authorizing Mark Van Stekelenburg, Richard J. Martin and Victor B. Chavez, and each of them, to sign this Annual Report on Form 10-K on behalf of the above named directors of Rykoff-Sexton, Inc. have been filed as an exhibit to this report.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors and Shareholders of Rykoff-Sexton, Inc.:
We have audited, in accordance with generally accepted auditing standards, the consolidated financial statements included in Rykoff-Sexton, Inc.'s Form 10-K and have issued our report thereon dated June 9, 1995. Our audits were made for the purpose of forming an opinion on those statements taken as a whole. The schedules listed in Item 14.(a)(2) are the responsibility of the Company's management and are presented for purposes of complying with the Securities and Exchange Commission's rules and are not part of the basic consolidated financial statements. These schedules have been subjected to the auditing procedures applied in the audits of the basic consolidated financial statements and, in our opinion, fairly state in all material respects the financial data required to be set forth therein in relation to the basic consolidated financial statements taken as a whole.
/s/ ARTHUR ANDERSEN LLP
Los Angeles, California June 9, 1995
RYKOFF-SEXTON, INC. SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED APRIL 29, 1995
Exhibit No. Description - ----------- -----------
10.6 Junior Demand Promissory Note dated March 31, 1995 by Mark Van Stekelenburg and Mirjam Van Stekelenburg 10.16.3 Lease supplement, among Lessee and the Lessors, dated as of April 29, 1994 10.16.4 Lease supplement, among Lessee and the Lessors, dated as of January 27, 1995 10.16.5 Lease supplement, among Lessee and the Lessors, dated as of April 18, 1995 13 Selected Portions of 1995 Annual Report to Shareholders 21 Subsidiaries of Rykoff-Sexton, Inc. 24.1 Power of Attorney of R. Burt Gookin 24.2 Power of Attorney of James I. Maslon 24.3 Power of Attorney of James P. Miscoll 24.4 Power of Attorney of Neil I. Sell 24.5 Power of Attorney of Bernard Sweet 24.6 Power of Attorney of Robert G. Zeller 27 Financial Data Schedule