S&S DRAFT 7/01/97 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------------------------------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) RYKOFF-SEXTON, INC. (Name of Issuer) Common Stock, Par Value $.10 Per Share (Title of Class of Securities) 783759103 (CUSIP Number) c/o 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 June 30, 1997 (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 |_|. 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 10,078,639 Owned by Each (9) Sole Dispositive Power -0- Reporting Person (10) Shared Dispositive Power 10,078,639 With (11) Aggregate Amount Beneficially Owned by Each Reporting Person 10,078,639 (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) (13) Percent of Class Represented by Amount in Row (11) 36.0% (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) 36.0% (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) 36.0% (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) 36.0% (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) 36.0% (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) 36.0% (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) 36.0% (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 10,076,004 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) 36.0% (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) 36.0% (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) 36.0% (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) 36.0% (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) 36.0% (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) 36.0% (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) 36.0% (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) 36.0% (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) 36.0% (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) 36.0% (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) 36.0% (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) 36.0% (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) 36.0% (14) Type of Reporting Person (See Instructions) PN Item 1. Security and Issuer. This Amendment No. 1 to Schedule 13D relates to the common stock, par value $.10 per share (the "Issuer Common Stock"), of Rykoff-Sexton, Inc., a Delaware corporation (the "Issuer"), and is being filed on behalf of the Filing ML Entities to amend the Schedule 13D, filed on May 28, 1996 the "Schedule 13D". The address of the Issuer's principal executive offices is 613 Baltimore Drive, Wilkes-Barre, Pennsylvania, 18702. Unless otherwise indicated, all capitalized terms used but not defined herein shall have the respective meanings set forth in the Schedule 13D. Item 2. Identity and Background. Item 2 of Schedule 13D is hereby amended by replacing Appendix B referred to therein with the amended Schedule B attached hereto. Item 4. Purpose of Transaction. Item 4 of the Schedule 13D is hereby amended by deleting the last paragraph thereof and substituting therefor the following: The Issuer entered into an Agreement and Plan of Merger dated as of June 30, 1997 (the "JPFI Merger Agreement") with JP Foodservice, Inc., a Delaware corporation ("JPFI"), and Hudson Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of JPFI ("Hudson"), pursuant to which the Issuer is to be merged (the "JPFI Merger") with and into Hudson. Upon consummation of the JPFI Merger in accordance with the terms and conditions of the JPFI Merger Agreement, each share of Issuer Common Stock will be converted into the right to receive 0.84 shares of common stock, par value $.01 per share, of JPFI. A copy of the JPFI Merger Agreement is attached hereto as Exhibit F and is hereby incorporated herein by reference. In connection with the JPFI Merger, as more fully described in Item 6 below, the ML Entities have entered into a Support Agreement dated June 30, 1997 (the "Support Agreement") pursuant to which the ML Entities have agreed, among other things, to vote all shares of Issuer Common Stock held by them for approval and adoption of the JPFI Merger Agreement and the JPFI Merger at the meeting of the stockholders of the Issuer to be called and held to consider such adoption and approval. Other than as set forth above, and as more fully described in Item 6 below, in each case with respect to the JPFI Merger, none of the Filing ML Entities has formulated any plans or proposals that relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's charter or bylaws or other actions which may impede the acquisition of control of the Issuer by any person; (h) a class of securities of the Issuer being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer. Item 5 of Schedule 13D is hereby amended by deleting the first paragraph thereof and substituting therefor the following: The Filing ML Entities beneficially own an aggregate of 10,078,639 shares of Issuer Common Stock, representing approximately 36.0% of the total currently outstanding. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Item 6 of Schedule 13D is hereby amended by deleting the last paragraph thereof and substituting therefor the following: JPFI and the ML Entities entered into the Support Agreement dated as of June 30, 1997 in connection with the execution of the JPFI Merger Agreement. Each ML Entity has agreed, pursuant to the Support Agreement, to vote all shares of Issuer Common Stock held by it for approval and adoption of the JPFI Merger Agreement and the JPFI Merger at the meeting of the stockholders of the Issuer to be called and held to consider such adoption and approval. In addition, the ML Entities have agreed not to take certain actions during the term of the Support Agreement relating to the disposition of the businesses or assets of the Issuer or JPFI or their respective subsuduaries, or the acquisition of voting securities of the Issuer or JPFI or their respective subsidiaries, or the merger or consolidation of the Issuer or JPFI or any of their respective subsidiaries with or into any corporation or other entity, other than the JPFI Merger or related transactions. The Support Agreement will terminate in the event that the JPFI Merger Agreement is terminated in accordance with its terms. A copy of the Support Agreement is attached hereto as Exhibit G and is hereby incorporated herein by reference. Except for the Standstill Agreement, the Registration Rights Agreement the Tax Agreement and the Support 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. F. Merger Agreement dated as of June 30, 1997 among the Issuer, JPFI and Hudson. G. Support Agreement dated as of June 30, 1997 among the ML Investors and JPFI. 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. July 3, 1997 MERRILL LYNCH CAPITAL PARTNERS, INC. By: /s/ James V. Caruso ------------------------ Name: James V. Caruso Title: Vice President Exhibit Index Exhibit Description Page - ------- ----------- ---- F. Merger Agreement dated as of June 30, 1997 among the Issuer, JPFI and Hudson. G. Support Agreement dated as of June 30, 1997 among the ML Investors and JPFI. APPENDIX B EXECUTIVE OFFICERS AND DIRECTORS Appendix B of Schedule 13D is hereby amended in its entirety to read as follows: 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. - ------------------------- David H. Komansky Same Chairman & CEO, Director Thomas W. Davis Same Exec. VP, Corporate and Institutional Client Group E. Stanley O'Neal Same Exec. VP, Corporate and Institutional Client Group William O. Bourke1 Former Chairman and CEO, Reynolds Director Metals Co. Worley H. Clark2 Former Chairman and CEO, Nalco Director Chemical Co. Jill K. Conway3 Visiting Scholar, Massachusetts Director Institute of Technology - -------- 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 - ------------- ---------------------------- Edward L. Goldberg Same Exec. VP, Operations, Systems & Communications Stephen L. Hammerman Same Vice Chairman, Director & General Counsel Earle H. Harbison, Jr.4 Chairman, Harbison Corporation Director George B. Harvey5 Chairman, President & CEO, Pitney Director Bowes Inc. William R. Hoover6 Chairman & Former CEO, Computer Director Sciences Corp. Jerome P. Kenney Same Exec. VP, Corp. Strategy & Research Herbert M. Allison, Jr. Same President, COO & Director Robert P. Luciano7 Chairman, Schering-Plough Director Corporation - -------- 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 NAME/POSITION PRESENT PRINCIPAL OCCUPATION - ------------- ---------------------------- David K. Newbigging8 Chairman of Equitas Holdings Director Limited Aulana L. Peters9 Partner of Gibson, Dunn & Crutcher Director John J. Phelan, Jr. Senior Advisor, Boston Consulting Director Group Winthrop H. Smith, Jr.10 Same Chairman, Merrill Lynch International Exec. V.P. Int'l Private Client Group John L. Steffens Same Vice Chairman, U.S., Private Client Group William L. Weiss11 Chairman Emeritus, Ameritech Director Corporation Joseph T. Willet Same CFO & Senior VP Arthur H. Zeikel12 Same Exec. V.P., Merrill Lynch Asset Management Group - -------- 8 Wah Kwong House, 9th Floor 10 Albert Embankment London SEI 7SP 9 Gibson, Dunn & Crutcher 333 South Grand Ave. 47th Floor Los Angeles, CA 90071 10 225 Liberty St. New York, NY 10080 11 One First National Plaza 21 South Clark St. Suite 2530C Chicago, IL 60603-2006 12 Merrill Lynch Asset Management 800 Scudders Mill Rd. Plainsboro, NJ 08536 NAME/POSITION PRESENT PRINCIPAL OCCUPATION - ------------- ---------------------------- Merrill Lynch Group, Inc. - ------------------------- Mark B. Goldfus Senior VP & Associate General Director & Vice President Counsel Theresa Lang Senior VP & Treasurer Director & President & Treasurer Stanley Schaefer13 Director of Tax Director & Vice President Michael J. Castellano Director, Corporate Reporting Director & Vice President Allen G. Braithwaite, III,14 Same Vice President Richard S. Miller Same Vice President H. Allen White15 Director, Corporate Real Estate Vice President and Purchasing Merrill Lynch MBP Inc. - ---------------------- Herbert M. Allison, Jr President, COO and Director, Vice President & Director Merrill Lynch & Co., Inc. Matthias B. Bowman Vice Chairman, Investment Banking President James V. Caruso16 Director, Partnership Analysis Treasurer & Vice President and Management Thomas W. Davis Exec. VP, Corporate and Vice President & Director Institutional Client Group Barry S. Friedberg Exec. VP Director - -------- 13 225 Liberty St. New York, NY 10080 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 - ------------- ---------------------------- Theresa Lang Senior VP & Treasurer Vice President & Director Jack Levy Managing Director and Co-head, M&A Vice President & Director Robert F. Tully17 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 James J. Burke, Jr.18 Managing Partner, Stonington Director Partners, Inc. James V. Caruso Director, Partnership Analysis and Vice President, Treasurer Management David M. Johnson Managing Director, Operations Director Robert F. End19 Partner, Stonington Partners, Inc. Director - -------- 17 225 Liberty St. New York, NY 10080 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 NAME/POSITION PRESENT PRINCIPAL OCCUPATION - ------------- ---------------------------- Albert J. Fitzgibbons III20 Partner, Stonington Partners, Inc. Director Barry S. Friedberg Exec. VP Director Jerome P. Kenney Exec. VP Director Theresa Lang Senior VP & Treasurer Director Mark McAndrews CAO, Investment Banking Director Stephen M. McLean21 Partner, Stonington Partners, Inc. Director Ross D. McMahon22 VP, Partnership Analysis and Vice President Management Alexis P. Michas23 Partner and COO, Stonington Director Partners, Inc. Jerry G. Rubenstein24 Independent Adviser, Omni Director Management Associates - -------- 20 Stonington Partners, Inc. 767 Fifth Avenue 48th Floor New York, NY 10153 21 Stonington Partners, Inc. 767 Fifth Avenue 48th Floor New York, NY 10153 22 225 Liberty St. New York, NY 10080 23 Stonington Partners, Inc. 767 Fifth Avenue 48th Floor New York, NY 10153 24 123 Coulter Ave. Ardmore, PA 19003 NAME/POSITION PRESENT PRINCIPAL OCCUPATION - ------------- ---------------------------- Rupinder S. Sidhu25 Partner, Stonington Partners, Inc. Director Nathan C. Thorne Managing Director, Investment Vice President, Director Banking Michael von Clemm26 Chairman, Highmount Capital, Inc. Director Robert W. Williamson27 Senior VP & Chief Credit Officer Director ML IBK Positions, Inc. - ---------------------- Matthias B. Bowman Vice Chairman, Investment Banking President, Director James V. Caruso28 Director, Partnership Analysis and Vice President, Director Management Jeffrey A. Gelfand FVP & Director, Finance & Vice President, Director Administration Jeffrey S. Martin Managing Director, Investment Vice President, Director Banking Mark McAndrews CAO, Investment Banking Vice President, Director Nathan C. Thorne Managing Director, Investment Vice President Banking Neven Viducic VP, Accounting Treasurer - -------- 25 Stonington Partners, Inc. 767 Fifth Avenue 48th Floor New York, NY 10153 26 2 Drayson Mews London W8 4LY, England 27 225 Liberty St. New York, NY 10080 28 225 Liberty St. New York, NY 10080 NAME/POSITION PRESENT PRINCIPAL OCCUPATION - ------------- ---------------------------- KECALP, Inc. - ------------ Matthias B. Bowman Vice Chairman, Investment Banking President & Director James V. Caruso29 Director, Partnership Analysis and Director Management Mark B. Goldfus Senior VP & Associate General Vice President & Director Counsel Andrew J. Melnick Director, Global Fundamental Vice President & Director Equity Research John L. Steffens Vice Chairman, U.S. Private Client Chairman & Director Group Daniel G. Tully Managing Director, Equity Capital Director Markets Patrick J. Walsh Senior VP & Director, Human Vice President & Director Resources ML Employees LBO Managers, Inc. - ------------------------------- Kevin K. Albert Managing Director, Private Equity Director Group, Investment Banking Daniel H. Bayly Co-head, Investment Banking Director Matthias B. Bowman Vice Chairman, Investment Banking President, Director James V. Caruso30 Director, Partnership Analysis and Vice President, Treasurer, Director Management Alfred F. Hurley, Jr. Managing Director, Corporate Director Banking Jeffrey M. Peek Director, Research Vice President, Director Nathan C. Thorne Managing Director, Investment Vice President Banking - -------- 29 225 Liberty St. New York, NY 10080 30 225 Liberty St. New York, NY 10080 NAME/POSITION PRESENT PRINCIPAL OCCUPATION - ------------- ---------------------------- Merrill Lynch International Incorporated - ---------------------------------------- Winthrop H. Smith, Jr.31 Same, Exec. VP, International Chairman, Director Private Client Group Michael J.P. Marks32 Co-head, Global Equities, Merrill Deputy Chairman, Director Lynch International Donald N. Gershuny General Counsel, Private Client Senior Vice President, Director Carlos M. Morales Senior VP & General Counsel, Senior Vice President, Director Corporate & Institutional Client Ronald J. Strauss FVP, Merrill Lynch International Senior Vice President and COO, Director Gregory E. Andrews Senior Finance Officer, Private Senior Vice President & CFO Client Group Anthony Vanadia Same Vice President & Treasurer Malcolm B. Binks Same Senior Vice President Brian C. Henderson Same Senior Vice President Merrill Lynch International Capital Management (Guernsey) II Ltd. - ----------------------------------- James V. Caruso33 Director, Partnership Analysis and Director Management - -------- 31 225 Liberty St. New York, NY 10080 32 P.O. Box 293 20 Farringdon Road London EC1M 3NH, England 33 225 Liberty St. New York, NY 10080 NAME/POSITION PRESENT PRINCIPAL OCCUPATION - ------------- ---------------------------- Roger O. Healy34 Secretary, Merrill Lynch Bank & Director Trust Company (Cayman) Limited Jonathan S. Nicholson35 Managing Director, Merrill Lynch Director Bank & Trust Company (Cayman) Limited - -------- 34 Bank of Butterfield Intl. (Cayman) PO Box 1164G Grand Cayman, Cayman Islands British West Indies 35 Bank of Butterfield Intl. (Cayman) PO Box 1164G Grand Cayman, Cayman Islands British West Indies