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.