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JP Foodservice sets committee for purchase

THE BALTIMORE SUN

JP Foodservice Inc. of Columbia said yesterday that it has formed a special committee of independent directors, the next step in its proposed $946 million purchase of Sara Lee Corp.'s food-service business.

The three-member group, headed by David Abramson, retained investment banking and legal firms to help in the evaluation. It hired Smith Barney Inc. and Morgan Lewis Githens & Ahn as financial advisers and Wachtell, Lipton, Rosen & Katz as legal counsel.

In late November, Sara Lee, maker of Hanes underwear and Sara Lee cakes, offered to sell its PYA/Monarch food-service business to JP. The proposal called for Sara Lee to receive about $821 million in JP stock, or 52.4 million shares. JP also would assume $125 million in debt from PYA/Monarch.

The transaction would make JP the third-largest distributor of food to restaurants and hotels. It currently is the seventh-largest distributor, with most of its clients in the Mid-Atlantic region, Midwest and Northeast regions.

The purchase of the Sara Lee unit would move JP into the Southeast, where PYA/Monarch is the largest food-service firm.

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