SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
RYKOFF-SEXTON, INC.
(Name of Issuer)
Common Stock, Par Value $.10 Per Share
(Title of Class of Securities)
783759103
(CUSIP Number)
Merrill Lynch Capital Partners, Inc.
225 Liberty Street
New York, New York 10080-6123
Attention: James V. Caruso
Telephone: (212) 236-7753
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications)
Copy to:
Marcia L. Tu, Esq.
Merrill Lynch & Co., Inc.
World Financial Center
North Tower
New York, New York 10281-1323
Telephone: (212) 449-8412
May 17, 1996
(Date of Event which Requires Filing of this Statement)
================================================================================
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|. Check
the following box if a fee is being paid with this statement /X/.
CUSIP No. 783759103
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
MERRILL LYNCH & CO, INC.
(2) Check the Appropriate Box if a Member of Group (See Instructions)
|_| (a)
|_| (b)
(3) SEC Use Only
(4) Sources of Funds (See Instructions) OO
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e).
(6) Citizenship or Place of Organization Delaware
Number of (7) Sole Voting Power -0-
Shares
Beneficially (8) Shared Voting Power 10,078,104
Owned by
Each (9) Sole Dispositive Power -0-
Reporting
Person (10) Shared Dispositive Power 10,078,104
With
(11) Aggregate Amount Beneficially Owned by Each
Reporting Person 10,078,104
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
(13) Percent of Class Represented by Amount in Row (11) 36.4%
(14) Type of Reporting Person (See Instructions) HC, CO
CUSIP No. 783759103
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
MERRILL LYNCH GROUP, INC.
(2) Check the Appropriate Box if a Member of Group (See Instructions)
|_| (a)
|_| (b)
(3) SEC Use Only
(4) Sources of Funds (See Instructions) OO
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e).
(6) Citizenship or Place of Organization Delaware
Number of (7) Sole Voting Power -0-
Shares
Beneficially (8) Shared Voting Power 10,076,004
Owned by
Each (9) Sole Dispositive Power -0-
Reporting
Person (10) Shared Dispositive Power 10,076,004
With
(11) Aggregate Amount Beneficially Owned by Each
Reporting Person 10,076,004
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
(13) Percent of Class Represented by Amount in Row (11) 36.4%
(14) Type of Reporting Person (See Instructions) HC, CO
CUSIP No. 783759103
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
MERRILL LYNCH MBP INC.
(2) Check the Appropriate Box if a Member of Group (See Instructions)
|_| (a)
|_| (b)
(3) SEC Use Only
(4) Sources of Funds (See Instructions) OO
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e).
(6) Citizenship or Place of Organization Delaware
Number of (7) Sole Voting Power -0-
Shares
Beneficially (8) Shared Voting Power 10,076,004
Owned by
Each (9) Sole Dispositive Power -0-
Reporting
Person (10) Shared Dispositive Power 10,076,004
With
(11) Aggregate Amount Beneficially Owned by Each
Reporting Person 10,076,004
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
(13) Percent of Class Represented by Amount in Row (11) 36.4%
(14) Type of Reporting Person (See Instructions) CO
CUSIP No. 783759103
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
MERCHANT BANKING L.P. NO. II
(2) Check the Appropriate Box if a Member of Group (See Instructions)
|_| (a)
|_| (b)
(3) SEC Use Only
(4) Sources of Funds (See Instructions) OO
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e).
(6) Citizenship or Place of Organization Delaware
Number of (7) Sole Voting Power -0-
Shares
Beneficially (8) Shared Voting Power 10,076,004
Owned by
Each (9) Sole Dispositive Power -0-
Reporting
Person (10) Shared Dispositive Power 10,076,004
With
(11) Aggregate Amount Beneficially Owned by Each
Reporting Person 10,076,004
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
(13) Percent of Class Represented by Amount in Row (11) 36.4%
(14) Type of Reporting Person (See Instructions) PN
CUSIP No. 783759103
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
MERRILL LYNCH CAPITAL PARTNERS, INC.
(2) Check the Appropriate Box if a Member of Group (See Instructions)
|_| (a)
|_| (b)
(3) SEC Use Only
(4) Sources of Funds (See Instructions) OO
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e).
(6) Citizenship or Place of Organization Delaware
Number of (7) Sole Voting Power -0-
Shares
Beneficially (8) Shared Voting Power 10,076,004
Owned by
Each (9) Sole Dispositive Power -0-
Reporting
Person (10) Shared Dispositive Power 10,076,004
With
(11) Aggregate Amount Beneficially Owned by Each
Reporting Person 10,076,004
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
(13) Percent of Class Represented by Amount in Row (11) 36.4%
(14) Type of Reporting Person (See Instructions) CO
CUSIP No. 783759103
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
ML EMPLOYEES LBO MANAGERS, INC.
(2) Check the Appropriate Box if a Member of Group (See Instructions)
|_| (a)
|_| (b)
(3) SEC Use Only
(4) Sources of Funds (See Instructions) OO
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e).
(6) Citizenship or Place of Organization Delaware
Number of (7) Sole Voting Power -0-
Shares
Beneficially (8) Shared Voting Power 10,076,004
Owned by
Each (9) Sole Dispositive Power -0-
Reporting
Person (10) Shared Dispositive Power 10,076,004
With
(11) Aggregate Amount Beneficially Owned by Each
Reporting Person 10,076,004
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
(13) Percent of Class Represented by Amount in Row (11) 36.4%
(14) Type of Reporting Person (See Instructions) CO
CUSIP No. 783759103
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
ML EMPLOYEES LBO PARTNERSHIP NO. I, L.P.
(2) Check the Appropriate Box if a Member of Group (See Instructions)
|_| (a)
|_| (b)
(3) SEC Use Only
(4) Sources of Funds (See Instructions) OO
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e).
(6) Citizenship or Place of Organization Delaware
Number of (7) Sole Voting Power -0-
Shares
Beneficially (8) Shared Voting Power 10,076,004
Owned by
Each (9) Sole Dispositive Power -0-
Reporting
Person (10) Shared Dispositive Power 10,076,004
With
(11) Aggregate Amount Beneficially Owned by Each
Reporting Person 10,076,004
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
(13) Percent of Class Represented by Amount in Row (11) 36.4%
(14) Type of Reporting Person (See Instructions) PN
CUSIP No. 783759103
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
MERRILL LYNCH LBO PARTNERS NO. IV, L.P.
(2) Check the Appropriate Box if a Member of Group (See Instructions)
|_| (a)
|_| (b)
(3) SEC Use Only
(4) Sources of Funds (See Instructions) OO
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e).
(6) Citizenship or Place of Organization Delaware
Number of (7) Sole Voting Power -0-
Shares
Beneficially (8) Shared Voting Power 10,076,011
Owned by
Each (9) Sole Dispositive Power -0-
Reporting
Person (10) Shared Dispositive Power 10,076,011
With
(11) Aggregate Amount Beneficially Owned by Each
Reporting Person 10,076,011
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
(13) Percent of Class Represented by Amount in Row (11) 36.4%
(14) Type of Reporting Person (See Instructions) PN
CUSIP No. 783759103
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
MERRILL LYNCH CAPITAL APPRECIATION PARTNERSHIP NO. XIII, L.P.
(2) Check the Appropriate Box if a Member of Group (See Instructions)
|_| (a)
|_| (b)
(3) SEC Use Only
(4) Sources of Funds (See Instructions) OO
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e).
(6) Citizenship or Place of Organization Delaware
Number of (7) Sole Voting Power -0-
Shares
Beneficially (8) Shared Voting Power 10,076,004
Owned by
Each (9) Sole Dispositive Power -0-
Reporting
Person (10) Shared Dispositive Power 10,076,004
With
(11) Aggregate Amount Beneficially Owned by Each
Reporting Person 10,076,004
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
(13) Percent of Class Represented by Amount in Row (11) 36.4%
(14) Type of Reporting Person (See Instructions) PN
CUSIP No. 783759103
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
ML OFFSHORE LBO PARTNERSHIP NO. XIII
(2) Check the Appropriate Box if a Member of Group (See Instructions)
|_| (a)
|_| (b)
(3) SEC Use Only
(4) Sources of Funds (See Instructions) OO
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e).
(6) Citizenship or Place of Organization Cayman Islands
Number of (7) Sole Voting Power -0-
Shares
Beneficially (8) Shared Voting Power 10,076,004
Owned by
Each (9) Sole Dispositive Power -0-
Reporting
Person (10) Shared Dispositive Power 10,076,004
With
(11) Aggregate Amount Beneficially Owned by Each
Reporting Person 10,076,004
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
(13) Percent of Class Represented by Amount in Row (11) 36.4%
(14) Type of Reporting Person (See Instructions) PN
CUSIP No. 783759103
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
MERRILL LYNCH LBO PARTNERS NO. B-IV, L.P.
(2) Check the Appropriate Box if a Member of Group (See Instructions)
|_| (a)
|_| (b)
(3) SEC Use Only
(4) Sources of Funds (See Instructions) OO
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e).
(6) Citizenship or Place of Organization Delaware
Number of (7) Sole Voting Power -0-
Shares
Beneficially (8) Shared Voting Power 10,076,004
Owned by
Each (9) Sole Dispositive Power -0-
Reporting
Person (10) Shared Dispositive Power 10,076,004
With
(11) Aggregate Amount Beneficially Owned by Each
Reporting Person 10,076,004
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
(13) Percent of Class Represented by Amount in Row (11) 36.4%
(14) Type of Reporting Person (See Instructions) PN
CUSIP No. 783759103
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
MERRILL LYNCH CAPITAL APPRECIATION
PARTNERSHIP NO. B-XVIII, L.P.
(2) Check the Appropriate Box if a Member of Group (See Instructions)
|_| (a)
|_| (b)
(3) SEC Use Only
(4) Sources of Funds (See Instructions) OO
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e).
(6) Citizenship or Place of Organization Delaware
Number of (7) Sole Voting Power -0-
Shares
Beneficially (8) Shared Voting Power 10,076,004
Owned by
Each (9) Sole Dispositive Power -0-
Reporting
Person (10)Shared Dispositive Power 10,076,004
With
(11) Aggregate Amount Beneficially Owned by Each
Reporting Person 10,076,004
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
(13) Percent of Class Represented by Amount in Row (11) 36.4%
(14) Type of Reporting Person (See Instructions) PN
CUSIP No. 783759103
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
ML OFFSHORE LBO PARTNERSHIP NO. B-XVIII
(2) Check the Appropriate Box if a Member of Group (See Instructions)
|_| (a)
|_| (b)
(3) SEC Use Only
(4) Sources of Funds (See Instructions) OO
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e).
(6) Citizenship or Place of Organization Cayman Islands
Number of (7) Sole Voting Power -0-
Shares
Beneficially (8) Shared Voting Power 10,076,004
Owned by
Each (9) Sole Dispositive Power -0-
Reporting
Person (10) Shared Dispositive Power 10,076,004
With
(11) Aggregate Amount Beneficially Owned by Each
Reporting Person 10,076,004
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
(13) Percent of Class Represented by Amount in Row (11) 36.4%
(14) Type of Reporting Person (See Instructions) PN
CUSIP No. 783759103
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
MLCP ASSOCIATES L.P. NO. II
(2) Check the Appropriate Box if a Member of Group (See Instructions)
|_| (a)
|_| (b)
(3) SEC Use Only
(4) Sources of Funds (See Instructions) OO
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e).
(6) Citizenship or Place of Organization Delaware
Number of (7) Sole Voting Power -0-
Shares
Beneficially (8) Shared Voting Power 10,076,004
Owned by
Each (9) Sole Dispositive Power -0-
Reporting
Person (10) Shared Dispositive Power 10,076,004
With
(11) Aggregate Amount Beneficially Owned by Each
Reporting Person 10,076,004
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
(13) Percent of Class Represented by Amount in Row (11) 36.4%
(14) Type of Reporting Person (See Instructions) PN
CUSIP No. 783759103
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
MLCP ASSOCIATES L.P. NO. IV
(2) Check the Appropriate Box if a Member of Group (See Instructions)
|_| (a)
|_| (b)
(3) SEC Use Only
(4) Sources of Funds (See Instructions) OO
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e).
(6) Citizenship or Place of Organization Delaware
Number of (7) Sole Voting Power -0-
Shares
Beneficially (8) Shared Voting Power 10,076,004
Owned by
Each (9) Sole Dispositive Power -0-
Reporting
Person (10) Shared Dispositive Power 10,076,004
With
(11) Aggregate Amount Beneficially Owned by Each
Reporting Person 10,076,004
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
(13) Percent of Class Represented by Amount in Row (11) 36.4%
(14) Type of Reporting Person (See Instructions) PN
CUSIP No. 783759103
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
ML IBK POSITIONS, INC.
(2) Check the Appropriate Box if a Member of Group (See Instructions)
|_| (a)
|_| (b)
(3) SEC Use Only
(4) Sources of Funds (See Instructions) OO
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e).
(6) Citizenship or Place of Organization Delaware
Number of (7) Sole Voting Power -0-
Shares
Beneficially (8) Shared Voting Power 10,076,004
Owned by
Each (9) Sole Dispositive Power -0-
Reporting
Person (10) Shared Dispositive Power 10,076,004
With
(11) Aggregate Amount Beneficially Owned by Each
Reporting Person 10,076,004
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
(13) Percent of Class Represented by Amount in Row (11) 36.4%
(14) Type of Reporting Person (See Instructions) CO
CUSIP No. 783759103
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
KECALP INC.
(2) Check the Appropriate Box if a Member of Group (See Instructions)
|_| (a)
|_| (b)
(3) SEC Use Only
(4) Sources of Funds (See Instructions) OO
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e).
(6) Citizenship or Place of Organization Delaware
Number of (7) Sole Voting Power -0-
Shares
Beneficially (8) Shared Voting Power 10,076,004
Owned by
Each (9) Sole Dispositive Power -0-
Reporting
Person (10) Shared Dispositive Power 10,076,004
With
(11) Aggregate Amount Beneficially Owned by Each
Reporting Person 10,076,004
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
(13) Percent of Class Represented by Amount in Row (11) 36.4%
(14) Type of Reporting Person (See Instructions) CO
CUSIP No. 783759103
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
MERRILL LYNCH KECALP L.P. 1987
(2) Check the Appropriate Box if a Member of Group (See Instructions)
|_| (a)
|_| (b)
(3) SEC Use Only
(4) Sources of Funds (See Instructions) OO
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e).
(6) Citizenship or Place of Organization Delaware
Number of (7) Sole Voting Power -0-
Shares
Beneficially (8) Shared Voting Power 10,076,004
Owned by
Each (9) Sole Dispositive Power -0-
Reporting
Person (10) Shared Dispositive Power 10,076,004
With
(11) Aggregate Amount Beneficially Owned by Each
Reporting Person 10,076,004
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
(13) Percent of Class Represented by Amount in Row (11) 36.4%
(14) Type of Reporting Person (See Instructions) PN
CUSIP No. 783759103
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
MERRILL LYNCH KECALP L.P. 1991
(2) Check the Appropriate Box if a Member of Group (See Instructions)
|_| (a)
|_| (b)
(3) SEC Use Only
(4) Sources of Funds (See Instructions) OO
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e).
(6) Citizenship or Place of Organization Delaware
Number of (7) Sole Voting Power -0-
Shares
Beneficially (8) Shared Voting Power 10,076,004
Owned by
Each (9) Sole Dispositive Power -0-
Reporting
Person (10) Shared Dispositive Power 10,076,004
With
(11) Aggregate Amount Beneficially Owned by Each
Reporting Person 10,076,004
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
(13) Percent of Class Represented by Amount in Row (11) 36.4%
(14) Type of Reporting Person (See Instructions) PN
CUSIP No. 783759103
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
MERRILL LYNCH KECALP L.P. 1994
(2) Check the Appropriate Box if a Member of Group (See Instructions)
|_| (a)
|_| (b)
(3) SEC Use Only
(4) Sources of Funds (See Instructions) OO
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e).
(6) Citizenship or Place of Organization Delaware
Number of (7) Sole Voting Power -0-
Shares
Beneficially (8) Shared Voting Power 10,076,004
Owned by
Each (9) Sole Dispositive Power -0-
Reporting
Person (10) Shared Dispositive Power 10,076,004
With
(11) Aggregate Amount Beneficially Owned by Each
Reporting Person 10,076,004
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
(13) Percent of Class Represented by Amount in Row (11) 36.4%
(14) Type of Reporting Person (See Instructions) PN
Item 1. Security and Issuer.
The class of equity securities to which this Statement on Schedule
13D relates is the common stock, par value $.10 per share (the "Issuer Common
Stock"), of Rykoff-Sexton, Inc., a Delaware corporation (the "Issuer"). The
address of the Issuer's principal executive offices is 1050 Warrenville Road,
Lisle, Illinois 60523-5201.
Item 2. Identity and Background.
This Statement is being filed by (a) Merchant Banking L.P. No. II,
(b) ML Employees LBO Partnership No. I, L.P., (c) Merrill Lynch Capital
Appreciation Partnership No. XIII, L.P., (d) ML Offshore LBO Partnership No.
XIII, (e) Merrill Lynch Capital Appreciation Partnership No. B-XVIII, L.P., (f)
ML Offshore LBO Partnership No. B-XVIII, (g) MLCP Associates L.P. No. II, (h)
MLCP Associates L.P. No. IV, (i) ML IBK Positions, Inc., (j) Merrill Lynch
KECALP L.P. 1987, (k) Merrill Lynch KECALP L.P. 1991, (l) Merrill Lynch KECALP
L.P. 1994 (collectively, the "ML Investors"), (m) Merrill Lynch & Co., Inc., (n)
Merrill Lynch Group, Inc., (o) Merrill Lynch MBP Inc., (p) Merrill Lynch Capital
Partners, Inc., (q) ML Employees LBO Managers, Inc., (r) Merrill Lynch LBO
Partners No. IV, (s) Merrill Lynch LBO Partners No. B-IV and (t) KECALP, Inc.
(collectively with the ML Investors, the "Filing ML Entities").
Merrill Lynch Group, Inc. is a wholly owned subsidiary of Merrill
Lynch & Co. Inc. Merrill Lynch MBP Inc., Merrill Lynch Capital Partners, Inc.,
ML IBK Positions, Inc. and KECALP Inc. are wholly owned subsidiaries of Merrill
Lynch Group, Inc. Merrill Lynch MBP Inc. is the general partner of Merchant
Banking L.P. II. Merrill Lynch Capital Partners, Inc. is the general partner of
Merrill Lynch LBO Partners No. IV, Merrill Lynch LBO Partners No. B-IV, MLCP
Associates L.P. No. II and MLCP Associates L.P. No. IV. ML Employees LBO
Managers, Inc. is a wholly owned subsidiary of Merrill Lynch Capital Partners,
Inc. ML Employees LBO Managers, Inc. is the general partner of ML Employees LBO
Partnership No. I L.P. Merrill Lynch LBO Partners No. IV is the general partner
of Merrill Lynch Capital Appreciation Partnership No. XIII, L.P. and the
investment general partner of ML Offshore LBO Partnership No. XIII. Merrill
Lynch LBO Partners No. B-IV is the general partner of Merrill Lynch Capital
Appreciation Partnership No. B-XVIII, L.P. and the investment general partner of
ML Offshore LBO Partnership No. B-XVIII. KECALP, Inc. is the general partner of
Merrill Lynch KECALP L.P. 1987, Merrill Lynch KECALP L.P. 1991 and Merrill Lynch
KECALP L.P. 1994. Merrill Lynch International, Inc. is a wholly owned subsidiary
of Merrill Lynch & Co., Inc., and Merrill Lynch International Capital Management
(Guernsey) II Limited is a wholly owned subsidiary of Merrill Lynch
International, Inc. Merrill Lynch International Capital Management (Guernsey) II
Limited is the administrative general partner of both ML Offshore LBO
Partnership No. XIII and ML Offshore LBO Partnership No. B-XVIII.
Merrill Lynch & Co., Inc., Merrill Lynch Group, Inc., Merrill
Lynch MBP Inc., Merrill Lynch Capital Partners, Inc., ML IBK Positions, Inc.,
KECALP Inc., ML Employees LBO Managers, Inc. and Merrill Lynch International,
Inc. (collectively, the "ML Domestic Corporate Entities") are each corporations
organized under the laws of the state of Delaware, and Merrill Lynch
International Capital
Management (Guernsey) II Limited (together with the ML Domestic Corporate
Entities, the "ML Corporate Entities") is a corporation organized under the laws
of Guernsey, Channel Islands. Merchant Banking L.P. No. II, ML Employees LBO
Partnership No. I, L.P., Merrill Lynch LBO Partners No. IV, Merrill Lynch LBO
Partners No. B-IV, Merrill Lynch Capital Appreciation Partnership No. XIII,
L.P., Merrill Lynch Capital Appreciation Partnership No. B-XVIII, L.P., MLCP
Associates L.P. No. II, MLCP Associates L.P. No. IV, Merrill Lynch KECALP L.P.
1987, Merrill Lynch KECALP L.P. 1991 and Merrill Lynch KECALP L.P. 1994
(collectively, the "ML Domestic Partnerships") are each limited partnerships
organized under the laws of the State of Delaware. ML Offshore LBO Partnership
No. XIII and ML Offshore LBO Partnership No. B-XVIII (collectively, the "ML
Offshore Partnerships") are each limited partnerships organized under the laws
of the Cayman Islands.
Attached hereto as Appendix A is a list of each of the ML
Corporate Entities, each of the ML Domestic Partnerships and each of the ML
Offshore Partnerships setting forth the following information with respect to
each such entity:
(a) name;
(b) principal business; and
(c) address of principal business and office.
Attached hereto as Appendix B is a list of the executive officers
and directors of each ML Corporate Entity setting forth the following
information with respect to each such person:
(a) name;
(b) business address (or residence where indicated);
(c) present principal occupation or employment and the name,
principal business and address of any corporation or other
organization in which such employment is conducted; and
(d) citizenship.
During the last five years, no entity listed on Appendix A and, to
the knowledge of the Filing ML Entities, no person listed on Appendix B, has
been (i) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and, as a result of
such proceeding, was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
Item 3. Source and Amount of Funds or Other Consideration.
This statement relates to shares of the Issuer Common Stock that
the ML Investors have received as consideration in the merger (the "Merger") of
US
Foodservice, a Delaware corporation ("US Foodservice"), with and into USF
Acquisition Corporation, a Delaware corporation and a direct wholly owned
subsidiary of the Issuer ("Merger Sub"), in accordance with the terms and
conditions of an Agreement and Plan of Merger dated February 2, 1996 (the
"Merger Agreement") among the Issuer, Merger Sub and US Foodservice. On May 17,
1996, pursuant to the terms and conditions of the Merger Agreement, (A) the
Merger was consummated, and (B) each outstanding share of (i) Class A Common
Stock, par value $.01 per share, of US Foodservice (the "Class A Common Stock")
and (ii) Class B Common Stock, par value $.01 per share, of US Foodservice (the
"Class B Common Stock" and, together with the Class A Common Stock, the "US
Foodservice Common Stock") (other than shares of US Foodservice Common Stock
held by holders who have demanded and perfected appraisal rights) was converted
into the right to receive 1.457 shares of the Issuer Common Stock. Immediately
prior to the Merger, the ML Entities owned 6,915,588, shares of the Class A
Common Stock, which represented approximately 78.2% of the then total
outstanding shares of US Foodservice Common Stock.
A copy of the Merger Agreement is attached hereto as Exhibit A and
is hereby incorporated herein by reference.
Item 4. Purpose of Transaction.
The Issuer Common Stock was acquired by the ML Investors pursuant
to the Merger. The Issuer Common Stock so acquired by the ML Investors is being
held for investment purposes and not with the intention of acquiring control of
the Issuer.
The Filing ML Entities from time to time intend to review their
respective investments in the Issuer on the basis of various factors, including
the Issuer's business, financial condition, results of operations and prospects,
general economic and industry conditions, the securities markets in general and
those for the Issuer's securities in particular, as well as other developments
and other investment opportunities. Based upon such review, and subject to the
restrictions set forth in the agreements referred to below, the Filing ML
Entities will take such actions in the future as the Filing ML Entities may deem
appropriate in light of the circumstances existing from time to time.
Merrill Lynch Capital Partners, Inc. and the ML Investors
(collectively, the "ML Entities") are parties to certain agreements with the
Issuer, described in Item 6 below, that, among other things, prohibit the
acquisition by the ML Entities of any additional shares of Issuer Common Stock
and impose substantial restrictions on the ability of the ML Investors to
dispose of their shares of Issuer Common Stock. In addition, pursuant to such
agreements (i) the ML Investors have agreed to vote in favor of the Issuer's
nominees to the Issuer's Board of Directors and to abstain from taking certain
actions relating to the control of the Issuer, (ii) the ML Investors have the
right to nominate up to four of the twelve directors of the Issuer, with such
number of nominees decreasing as the ownership of the ML Investors decreases and
(iii) the Issuer has granted the ML Investors certain "demand" and "piggy back"
registration rights. Upon the consummation of the Merger, the Board of Directors
of the Issuer was increased from eight to twelve directors and the vacancies
created thereby were filled by appointees of the ML Investors.
None of the Filing ML Entities has formulated any plans or
proposals that relate to or would result in any of the actions specified in
clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
The Filing ML Entities beneficially own an aggregate of 10,080,211
shares of Issuer Common Stock, representing approximately 36.4% of the total
currently outstanding.
For each Filing ML Entity, the information contained in Items 7-11
and Item 13 on the applicable cover page hereto regarding such Filing ML Entity
is hereby incorporated herein by reference.
Each Filing ML Entity disclaims beneficial ownership of the shares
of Issuer Common Stock not held of record by such Filing ML Entity.
None of the entities listed on Schedule I and, to the knowledge of
the Filing ML Entities, no person listed on Schedule II has effected any
transaction in the Issuer Common Stock during the past 60 days, in each case
other than the acquisition of the Issuer Common Stock pursuant to the Merger.
The Merger and the Merger Agreement are described in Item 3 hereof, and the
information contained in Item 3 is hereby incorporated herein by reference.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
The ML Entities have entered into certain agreements with the
Issuer with respect to, among other things, the acquisition of additional Issuer
Common Stock by the ML Entities and the transfer and voting of the Issuer Common
Stock held by the ML Investors.
The Issuer and the ML Entities are parties to an agreement (the
"Standstill Agreement") providing, among other things, (i) for the designation
by the ML Entities of four nominees to the Issuer's Board of Directors, which
has twelve members, with such number of nominees and Board members decreasing if
the percentage of outstanding shares of Issuer Common Stock held by the ML
Entities falls below certain levels, (ii) that, for a period of ten years, the
ML Entities will not acquire beneficial ownership of additional voting
securities of the Issuer representing voting power in excess of 36.4% of the
outstanding voting securities of the Issuer and will not take certain other
actions relating to the control of the Issuer, (iii) that the ML Entities will
vote in favor of the Issuer's nominees for the Issuer's Board of Directors, (iv)
for certain restrictions on transfer of the Issuer's voting securities held by
the ML Entities and (v) for a right of first refusal, under specified
circumstances, for the Issuer in respect of certain transfers by the ML Entities
of shares of Issuer Common Stock. Notwithstanding the foregoing, Merrill Lynch,
Pierce, Fenner & Smith Incorporated ("MLPF&S") and its affiliates (other than
the ML Entities) may effect or recommend transactions in the ordinary course of
its or their business provided that they do not acquire beneficial ownership of
more than 2% of the outstanding voting securities of the Issuer (with such
percentage increasing up to 5% if the percentage of outstanding voting
securities of the Issuer held by the ML Entities
falls below certain levels). A copy of the Standstill Agreement is attached
hereto as Exhibit B and is incorporated herein by reference.
The Issuer and the ML Investors are parties to an agreement (the
"Registration Rights Agreement") which provides the ML Investors with certain
"demand" and "piggyback" registration rights and certain other parties with
"piggyback" registration rights, subject to certain conditions, requiring the
Issuer to register for sale under the Securities Act all or a portion of the
Issuer Common Stock owned by them. A copy of the Registration Rights Agreement
is attached hereto as Exhibit C and is incorporated herein by reference.
The Issuer and certain former stockholders of US Foodservice,
including all of the ML Investors, are parties to an agreement (the "Tax
Agreement") that provides assurances in connection with the qualification of the
Merger as a tax-free reorganization for federal income tax purposes. Each
stockholder of US Foodservice that is a party to the Tax Agreement has agreed,
for the two-year period following the Effective Time, not to sell, exchange,
distribute or otherwise dispose of in any manner more than approximately 49% of
the shares of Issuer Common Stock received in the Merger by such stockholder.
For purposes, however, of applying the transfer restrictions in the Tax
Agreement to the ML Investors, all of the shares of Issuer Common Stock received
in the Merger by the ML Investors are to be aggregated, and the ML Investors are
treated as a single stockholder. Provided that a stockholder of US Foodservice
that is a party to the Tax Agreement complies with the transfer restrictions
contained therein and satisfies certain other conditions, the Issuer and each
other stockholder of US Foodservice that is a party to the Tax Agreement waives
and releases any claims that any of them might have against such stockholder
under the Tax Agreement or otherwise resulting from the failure of the Merger to
qualify as a tax-free reorganization for federal income tax purposes. A copy of
the Tax Agreement is attached hereto as Exhibit D and is incorporated herein by
reference.
Except for the Standstill Agreement, the Registration Rights
Agreement and the Tax Agreement, none of the entities listed on Schedule I and,
to the knowledge of the Filing ML Entities, none of the persons listed on
Schedule II has any contract, arrangement, understanding or relationship (legal
or otherwise) with any person with respect to any securities of the Issuer,
including, but not limited to, transfer or voting of any such securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or withholding
of proxies.
Item 7. Material to be Filed as Exhibits.
A. Agreement and Plan of Merger dated February 2, 1996, among the Issuer,
Merger Sub and US Foodservice.
B. Standstill Agreement dated as of May 17, 1996 among the ML Entities,
certain other stockholders of the Issuer and the Issuer.
C. Registration Rights Agreement dated as of May 17, 1996 among the ML
Investors and the Issuer.
D. Tax Agreement dated as of May 17, 1996 among the ML Investors and the
Issuer.
E. Joint Filing Agreement dated as of May 28, 1996 among the Filing ML
Entities.
Signature
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this Statement is true,
complete and correct.
May 28, 1996 MERRILL LYNCH CAPITAL
PARTNERS, INC.
By: /s/ James V. Caruso
--------------------------
Name: James V. Caruso
Title: Vice President
Exhibit Index
Exhibit Description
A. Agreement and Plan of Merger dated February 2,
1996 among the Issuer, Merger Sub and US
Foodservice.
B. Standstill Agreement dated as of May 17, 1996
among the ML Entities and the Issuer.
C. Registration Rights Agreement dated as of May 17,
1996 among the ML Entities and the Issuer.
D. Tax Agreement dated as of May 17, 1996 among
the ML Entities and the Issuer.
E. Join Filing Agreement dated as of May 28, 1996
among the Filing ML Entities.
APPENDIX A
CORPORATIONS AND LIMITED PARTNERSHIPS
The names and principal businesses of the reporting entities are set
forth below. Unless otherwise noted, the ML Corporate Entities and the ML
Domestic Partnerships have as the address of their principal business and office
225 Liberty St., New York, NY 10080; and the ML Offshore Partnerships have as
the address of their principal business and office Roseneath, The Grange, St.
Peter Port, Guernsey, Channel Islands GYI 3AP.
NAME PRINCIPAL BUSINESS
---- ------------------
ML Corporate Entities
- ---------------------
Merrill Lynch & Co., Inc. (1) Holding Company that,
through its subsidiaries
and affiliates, provides
investment, financing,
insurance and related
services on a global
basis.
Merrill Lynch Group, Inc.(2) Holding Company.
Merrill Lynch MBP Inc. Acts as general partner for Merchant Banking
L.P. No. II.
Merrill Lynch Capital Partners, Inc. Acts as general partner for various investment
partnerships.
ML IBK Positions, Inc. Holds proprietary investments for Merrill
Lynch & Co., Inc.
KECALP Inc. Acts as general partner for various KECALP
investment partnerships.
ML Employees LBO Managers, Inc. Acts as general partner for ML Employees
LBO Partnership No. 1, L.P.
Merrill Lynch International Incorporated(3) Provides through its subsidiaries
and affiliates
investment, financing,
insurance and related
services outside the US
and Canada.
Merrill Lynch International Capital Management Acts as administrative General Partner for
(Guernsey) II Limited(4) various investment partnerships.
- --------
1 250 Vesey St., New York, NY 10281.
2 250 Vesey St., New York, NY 10281.
3 250 Vesey St., New York, NY 10281.
4 Roseneath, The Grange,
St. Peter Port, Guernsey, Channel Islands
GYI 3AP
NAME PRINCIPAL BUSINESS
---- ------------------
ML Domestic Partnerships
- ------------------------
Merchant Banking L.P. No. II Investment partnership.
ML Employees LBO Partnership No. I, L.P. Investment partnership.
Merrill Lynch LBO Partners No. IV Acts as general partner for various investment
partnerships.
Merrill Lynch LBO Partners No. B-IV Acts as general partner for various investment
partnerships.
Merrill Lynch Capital Appreciation Partnership Investment partnership.
No. XIII, L.P.
Merrill Lynch Capital Appreciation Partnership Investment partnership.
No. B-XVIII, L.P.
MLCP Associates L.P. No. II Investment partnership.
MLCP Associates L.P. No. IV Investment partnership.
Merrill Lynch KECALP L.P. 1987 Investment partnership.
Merrill Lynch KECALP L.P. 1991 Investment partnership.
Merrill Lynch KECALP L.P. 1994 Investment partnership.
ML Offshore Partnerships
- ------------------------
ML Offshore LBO Partnership No. XIII Investment partnership.
ML Offshore LBO Partnership No. B-XVIII Investment partnership.
APPENDIX B
EXECUTIVE OFFICERS AND DIRECTORS
The names and principal occupations of each of the executive officers
and directors of Merrill Lynch & Co., Inc.; Merrill Lynch Group, Inc.; Merrill
Lynch MBP Inc.; Merrill Lynch Capital Partners, Inc.; ML IBK Positions, Inc.;
KECALP Inc.; ML Employees LBO Managers, Inc.; Merrill Lynch International
Incorporated; and Merrill Lynch International Capital Management (Guernsey) II
Limited are set forth below. Unless otherwise noted, all of these persons are
United States citizens, and have as their business address World Financial
Center, New York, NY 10281.
NAME/POSITION PRESENT PRINCIPAL OCCUPATION
- ------------- ----------------------------
Merrill Lynch & Co., Inc.
- -------------------------
Daniel P. Tully Same
Chairman & CEO
Herbert M. Allison, Jr. Same
Exec. VP, Corporate and Institutional Client
Group
William O. Bourke(1) Former Chairman and Chief Executive Officer, Reynolds Metals
Director Co.
Worley H. Clark(2) Former Chairman and Chief Executive Officer, Nalco Chemical
Director Co.
Jill K. Conway(3) Visiting Scholar, Massachusetts Institute of
Director Technology
Edward L. Goldberg Same
Exec. VP, Operations,
Systems & Communications
- --------
1 Reynolds Metal Company
6601 West Broad St.
Richmond, VA 23230
2 W. H. Clark Associates, Ltd.
135 South LaSalle St.
Suite 1117
Chicago, IL 60603
3 Massachusetts Institute of Technology
Program on Science, Technology & Society
STS Building
E-51, Room 209 F
Cambridge, MA 02139
NAME/POSITION PRESENT PRINCIPAL OCCUPATION
- ------------- ----------------------------
Stephen L. Hammerman Same
Vice Chairman, Director & General Counsel
Earle H. Harbison, Jr.(4) Chairman, Harbison Corporation
Director
George B. Harvey(5) Chairman, President & Chief Executive Officer, Pitney Bowes
Director Inc.
William R. Hoover(6) Chairman & Former Chief Executive Officer, Computer Sciences
Director Corp.
Jerome P. Kenney Same
Exec. VP, Corp. Strategy, Credit & Research
David H. Komansky Same
President, COO & Director
Robert P. Luciano(7) Chairman, Schering-Plough Corporation
Director
Aulana L. Peters(8) Partner of Gibson, Dunn & Crutcher
Director
John J. Phelan, Jr. Senior Advisor, Boston Consulting Group
Director
- --------
4 Harbison Corporation
7700 Bonhomme Ave.
Suite 750
St. Louis, MO 63105
5 Pitney Bowes Inc.
World Headquarters
Location #65-27
One Elmcroft Road
Stamford, CT 06926-0700
6 Computer Sciences Corp.
2100 East Grand Ave.
El Segundo, CA 90245
7 Schering-Plough Corp.
P.O. Box 1000
One Giralda Farms
Madison, NJ 07940-1000
8 Gibson, Dunn & Crutcher
333 South Grand Ave.
47th Floor
Los Angeles, CA 90071
NAME/POSITION PRESENT PRINCIPAL OCCUPATION
- ------------- ----------------------------
Winthrop H. Smith, Jr.(9) Same
Chairman, Merrill Lynch International
John L. Steffens Same
Exec. VP, Private Client Group
William L. Weiss(10) Chairman Emeritus, Ameritech Corporation
Director
Joseph T. Willet Same
CFO & Senior VP
Arthur H. Zeikel(11) Same
President, Merrill Lynch Asset Management
Merrill Lynch Group, Inc.
- -------------------------
Rosemary T. Berkery Senior Vice President and Associate General Counsel
Director & Vice President
Theresa Lang Senior Vice President and Treasurer
Director & President & Treasurer
Stanley Schaefer(12) Director of Tax
Director & Vice President
Frank T. Vayda Director, Corporate Reporting
Director & Vice President
Daniel C. Cochran(13) Chief Administrative Officer, Merrill Lynch International
Vice President
- --------
9 225 Liberty St.
New York, NY 10080
10 One First National Plaza
21 South Clark St.
Suite 2530C
Chicago, IL 60603-2006
11 Merrill Lynch Asset Management
800 Scudders Mill Rd.
Plainsboro, NJ 08536
12 225 Liberty St.
New York, NY 10080
13 18/F, Asia Pacific Finance Tower
3 Garden Road, Central
Hong Kong
NAME/POSITION PRESENT PRINCIPAL OCCUPATION
- ------------- ----------------------------
H. Allen White(14) Director, Corporate Real Estate and Purchasing
Vice President
Merrill Lynch MBP Inc.
- ----------------------
Herbert M. Allison, Jr Executive Vice President, Corporate and Institutional Client
Vice President & Director Group
Matthias B. Bowman Vice Chairman, Investment Banking
President
James V. Caruso(15) Director, Partnership Analysis and Management
Treasurer & Vice President
Thomas W. Davis Co-head, Investment Banking
Vice President & Director
Barry S. Friedberg Executive Vice President
Director
Theresa Lang Senior Vice President and Treasurer
Vice President & Director
Jack Levy Managing Director and Co-head, M&A
Vice President & Director
Robert F. Tully(16) Vice President, Investment Banking
Treasurer & Vice President
Merrill Lynch Capital Partners, Inc.
- ------------------------------------
Gerald S. Armstrong Partner, Stonington Partners, Inc.
Director
Daniel H. Bayly Co-head, Investment Banking
Director
Matthias B. Bowman Vice Chairman, Investment Banking
President, Director
- --------
14 225 Liberty St.
New York, NY 10080
15 225 Liberty St.
New York, NY 10080
16 225 Liberty St.
New York, NY 10080
NAME/POSITION PRESENT PRINCIPAL OCCUPATION
- ------------- ----------------------------
James J. Burke, Jr.(17) Managing Partner, Stonington Partners, Inc.
Director
James V. Caruso Director, Partnership Analysis and Management
Vice President, Treasurer
Thomas W. Davis Co-head, Investment Banking
Director
Robert F. End(18) Partner, Stonington Partners, Inc.
Director
Albert J. Fitzgibbons III(19) Partner, Stonington Partners, Inc.
Director
Barry S. Friedberg Executive Vice President
Director
Jerome P. Kenney Executive Vice President
Director
Theresa Lang Senior Vice President and Treasurer
Director
Mark McAndrews Chief Administrative Officer, Investment Banking
Director
Stephen M. McLean(20) Partner, Stonington Partners, Inc.
Director
- --------
17 Stonington Partners, Inc.
767 Fifth Avenue
48th Floor
New York, NY 10153
18 Stonington Partners, Inc.
767 Fifth Avenue
48th Floor
New York, NY 10153
19 Stonington Partners, Inc.
767 Fifth Avenue
48th Floor
New York, NY 10153
20 Stonington Partners, Inc.
767 Fifth Avenue
48th Floor
New York, NY 10153
NAME/POSITION PRESENT PRINCIPAL OCCUPATION
- ------------- ----------------------------
Ross D. McMahon(21) Vice President, Partnership Analysis and Management
Vice President
Alexis P. Michas(22) Partner and Chief Operating Officer, Stonington Partners, Inc.
Director
Jerry G. Rubenstein(23) Independent Adviser, Omni Management
Director Associates
Rupinder S. Sidhu(24) Partner, Stonington Partners, Inc.
Director
Nathan C. Thorne Managing Director, Investment Banking
Vice President, Director
Michael von Clemm(25) Chairman, Highmount Capital, Inc.
Director
Robert W. Williamson(26) Senior Vice President and Chief Credit Officer
Director
ML IBK Positions, Inc.
- ----------------------
Matthias B. Bowman Vice Chairman, Investment Banking
President, Director
- --------
21 225 Liberty St.
New York, NY 10080
22 Stonington Partners, Inc.
767 Fifth Avenue
48th Floor
New York, NY 10153
23 123 Coulter Ave.
Ardmore, PA 19003
24 Stonington Partners, Inc.
767 Fifth Avenue
48th Floor
New York, NY 10153
25 2 Drayson Mews
London W8 4LY, England
26 225 Liberty St.
New York, NY 10080
NAME/POSITION PRESENT PRINCIPAL OCCUPATION
- ------------- ----------------------------
James V. Caruso(27) Director, Partnership Analysis and Management
Vice President, Director
Barry S. Friedberg Executive Vice President
Director
Jeffrey A. Gelfand Financial Vice President and Director, Finance & Administration
Vice President
Jeffrey S. Martin Managing Director, Investment Banking
Vice President, Director
Mark McAndrews Chief Administrative Officer, Investment Banking
Vice President
Martin J. McInerney(28) Vice President, Accounting
Vice President
Nathan C. Thorne Managing Director, Investment Banking
Vice President
Neven Viducic Vice President, Accounting
Treasurer
KECALP, Inc.
- ------------
Rosemary T. Berkery Senior Vice President and Associate General Counsel
Vice President & Director
James V. Caruso(29) Director, Partnership Analysis and Management
Director
Andrew J. Melnick Director, Global Fundamental Equity Research
Vice President & Director
Walter Perlstein(30) Same
Outside Director
John L. Steffens
President & Director
- --------
27 225 Liberty St.
New York, NY 10080
28 225 Liberty St.
New York, NY 10080
29 225 Liberty St.
New York, NY 10080
30 225 Liberty St.
New York, NY 10080
NAME/POSITION PRESENT PRINCIPAL OCCUPATION
- ------------- ----------------------------
Patrick J. Walsh Senior Vice President and Director, Human Resources
Vice President & Director
ML Employees LBO Managers, Inc.
- -------------------------------
Kevin K. Albert Managing Director, Private Equity Group,
Director Investment Banking
Daniel H. Bayly Co-head, Investment Banking
Director
Matthias B. Bowman Vice Chairman, Investment Banking
President, Director
James V. Caruso(31) Director, Partnership Analysis and Management
Vice President, Treasurer, Director
Alfred F. Hurley, Jr.
Director
Jeffrey S. Martin Managing Director, Investment Banking
Vice President, Director
Jeffrey M. Peek Director, Research
Vice President, Director
Nathan C. Thorne Managing Director, Investment Banking
Vice President
Merrill Lynch International Incorporated
- ----------------------------------------
Winthrop H. Smith, Jr.(32) Same
Chairman, Director
Michael J.P. Marks(33) Co-head, Global Equities, Merrill Lynch
Deputy Chairman, Director International
Donald N. Gershuny General Counsel, Private Client
Senior Vice President, Director
Carlos M. Morales Senior Vice President and General Counsel, Corporate &
Senior Vice President, Director Institutional Client
- --------
31 225 Liberty St.
New York, NY 10080
32 225 Liberty St.
New York, NY 10080
33 P.O. Box 293
20 Farringdon Road
London EC1M 3NH, England
NAME/POSITION PRESENT PRINCIPAL OCCUPATION
- ------------- ----------------------------
Ronald J. Strauss Financial Vice President, Merrill Lynch International
Senior Vice President and COO, Director
Gregory E. Andrews Senior Finance Officer, Private Client Group
Senior Vice President & CFO
Anthony Vanadia Same
Vice President & Treasurer
Merrill Lynch International Capital
Management (Guernsey) II Ltd.
- -----------------------------------
John L. Loveridge(34) Senior Manager, Mutual Funds, Bank of
Director Butterfield Intl. (Cayman)
Martin R. Wise(35) Director, European Operations
Director
James J. Burke, Jr.(36) Managing Partner, Stonington Partners, Inc.
Director
- --------
34 Bank of Butterfield Intl. (Cayman)
PO Box 705, Butterfield House
Fort St., George Town
Grand Cayman, Cayman Islands
British West Indies
35 Ropemaker Place
25 Ropemaker Street
London, England
EC2Y 9LY
36 Stonington Partners, Inc.
767 Fifth Avenue
48th Floor
New York, NY 10153