Performance Food Group Co – ‘8-A12G/A’ on 11/27/00

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Amendment to Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12G/A    Performance Food Group Company                         4     16K 

Document Table of Contents

8-A12G/A
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FORM 8-A/A

 AMENDMENT NO. 1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
 PURSUANT TO SECTION 12(b) OR 12(g) OF THE
 SECURITIES EXCHANGE ACT OF 1934

PERFORMANCE FOOD GROUP COMPANY
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)

Tennessee                                                   52-0402940          
--------------------------------------------------------------------------------
(State of incorporation or organization)                 (I.R.S. Employer       
                                                     Identification No.)

6800 Paragon Place, Suite 500 Richmond, Virginia       23230  
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                      (Zip Code)        

If this form relates to the registration of a class of securities pursuant to   
Section 12(b) of the Exchange Act and is effective pursuant to General          
Instruction A.(c), please check the following box. [ ]                          

If this form relates to the registration of a of class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General          
Instruction A.(d), please check the following box. [X]                          

Securities Act registration statement file number to which this form relates:   

Securities to be registered pursuant to Section 12(b) of the Act:               

                                                  Name of Each Exchange on Which
  Title of Each Class to be Registered            Each Class is to be Registered
  ------------------------------------            ------------------------------

 Securities to be registered pursuant to Section 12(g) of the Act:

 Rights to Purchase Series A Preferred Stock
--------------------------------------------------------------------------------
(Title of class)

8-A12G/A
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The undersigned registrant hereby amends the following items and exhibits or    
other portions of its Registration Statement on Form 8-A filed on May 20, 1997, 
as follows:                                                                     

Item 1. Description of Registrant's Securities to be Registered                 

Item 1 is hereby amended by adding the following paragraph:                     

Effective November 22, 2000, Performance Food Group Company (the
"Company") and the American Stock Transfer Trust Company, as Rights Agent       
executed an amendment ("Amendment No. 2 to Rights Agreement") to the Rights     
Agreement dated as of May 16, 1997, as amended on June 30, 1999 between the     
Company and First Union National Bank of North Carolina, as original rights     
agent (the "Rights Agreement"). The following paragraph summarizes the principal
amendment to the Rights Agreement effectuated by Amendment No. 2 to Rights      
Agreement. Capitalized terms used without definition below have the meanings    
ascribed to them in the Rights Agreement.                                       

    Removal of Continuing Director Provisions. Amendment No. 2 to Rights
Agreement deletes the term "Continuing Director" in its entirety from the Rights
Agreement; and removes from the Rights Agreement all references to Continuing   
Director decision making, such decision making now being vested in the Board of 
Directors.                                                                      

Item 2.     Exhibits                                                            

            1.    Rights Agreement, dated May 16, 1997, between Performance Food
                  Group Company and First Union National Bank of North Carolina,
                  as original Rights Agent, which includes as exhibits, the Form
        of Right Certificate and Summary of Rights Agreement
                 (incorporated by reference to the Company's Current Report on
Form 8-K dated May 19, 1997.)               

      2.    Amendment No. 1 to Rights Agreement, dated June 30, 1999
             between Performance Food Group Company and American Stock
      Transfer Trust Company, as subsequent Rights Agent
                 (incorporated by reference to the Company's Current Report on
Form 8-K dated November 27, 2000.)          

          3.    Amendment No. 2 to Rights Agreement, dated November 22, 2000
             between Performance Food Group Company and American Stock
      Transfer Trust Company, as subsequent Rights Agent
                 (incorporated by reference to the Company's Current Report on
Form 8-K dated November 27, 2000.)          

8-A12G/A
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 SIGNATURE

        Pursuant to the requirement of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.                      

                  PERFORMANCE FOOD GROUP

                  By: /s/ Roger L. Boeve
                                         ---------------------------------------
                             Name:  Roger L. Boeve
                                           Title: Executive Vice President and
                                             Chief Financial Officer

Dated: November 27, 2000                                                        

8-A12G/A
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 EXHIBIT INDEX

            1.    Rights Agreement, dated May 16, 1997, between Performance Food
                  Group Company and First Union National Bank of North Carolina,
                  as original Rights Agent, which includes as exhibits, the Form
        of Right Certificate and Summary of Rights Agreement
                 (incorporated by reference to the Company's Current Report on
Form 8-K dated May 19, 1997.)               

      2.    Amendment No. 1 to Rights Agreement, dated June 30, 1999
             between Performance Food Group Company and American Stock
      Transfer Trust Company, as subsequent Rights Agent
                 (incorporated by reference to the Company's Current Report on
Form 8-K dated November 27, 2000.)          

          3.    Amendment No. 2 to Rights Agreement, dated November 22, 2000
             between Performance Food Group Company and American Stock
      Transfer Trust Company, as subsequent Rights Agent
                  (incorporated by reference to Current Report on Form 8-K dated
November 27, 2000.)                         

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-A12G/A’ Filing		Date		First		Last			Other Filings
Filed on:		11/27/00		2		4			424B5,  8-K
		11/22/00		2		4
		6/30/99		2		4
		5/20/97		2					8-A12B,  8-A12G,  8-K
		5/19/97		2		4			8-K
		5/16/97		2		4
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