PERFORMANCE FOOD GROUP CO

election_required = True...Letter of Transmittal for each price at which shares are tendered, provided that the same shares cannot be tendered (unless properly withdrawn previously in accordance with Section 4) at more than one price. Odd lot holders who tender all of their shares must complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery to qualify for the preferential treatment available to odd lot holders described in Section 1. If you hold your shares through a broker, dealer, commercial bank, trust company or other nominee, you must contact the nominee in order to tender your shares, and you are urged to consul...

expiry = 2005-08-11...Common Stock (including the Associated Rights to Purchase Preferred Stock) at a Purchase Price not Greater Than $31.50 Nor Less Than $27.50 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON THURSDAY, AUGUST 11, 2005, UNLESS EXTENDED. Performance Food Group Company, a Tennessee corporation (“Company,” “PFG,” or “we”), hereby offers to purchase, for cash, up to 10,000,000 shares of our common stock and the associated rights to purchase preferred stock a...

listed = True...F SHARES BEING TENDERED. THE TENDER OFFER IS, HOWEVER, SUBJECT TO OTHER CONDITIONS. SEE SECTION 7. Our directors and executive officers have advised us that they do not intend to tender any shares in the tender offer. See Section 11. Our shares are listed and traded on the Nasdaq National Market (“Nasdaq”) under the symbol “PFGC.” On June 28, 2005, the last full trading day before announcement of our intention to make the tender offer, the last reported sale price of our common stock on Nasdaq was $29.29 per share. On June 29, 2005, the last full trading day prior to the commencement of the tender offer, the last reported sale price of o...

mechanism = DUTCH...of the shares that you tender even if you tender them at or below the purchase price. See Section 1. What will the purchase price for the shares be and what will be the form of payment? We are conducting the tender offer through a procedure commonly called a modified “Dutch Auction.” This procedure allows you to select the price within a price range specified by us at which you are willing to sell your shares. The price range for the tender offer is $27.50 to $31.50 per share. We will select the lowest purchase price that will allow us to buy 10,000,000 shares or, if fewer shares are properly tendered, all shares t...

must_tender_all = True...ill happen if more than 10,000,000 shares are tendered at or below the purchase price? If the tender offer is over-subscribed, we will purchase shares: • first, from all holders of “odd lots” of less than 100 shares (not including any shares held in the ESSP) who properly tender all of their shares at or below the purchase price selected by us and do not properly withdraw them before the expiration date; • second, on a pro rata basis, from all other shareholders who properly tender shares at or below the purchase price selected by us (except for shareholders who tendered conditionally as described in Section 6 and whose condition w...

price = USD 27.5-31.5...re commonly called a modified “Dutch Auction.” This procedure allows you to select the price within a price range specified by us at which you are willing to sell your shares. The price range for the tender offer is $27.50 to $31.50 per share. We will select the lowest purchase price that will allow us to buy 10,000,000 shares or, if fewer shares are properly tendered, all shares that are properly tendered and not properly withdrawn. We will purcha...

threshold = 100...ice. Additional information on the “odd lot” preference and the manner of proration appears below. Odd Lots The term “odd lots” means all shares properly tendered at prices at or below the purchase price selected by us held by a shareholder, referred to as an odd lot holder, who owns beneficially or of record an aggregate of fewer than 100 shares (not including any shares held in our ESSP) and so certifies in the appropriate place in the related Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery. To qualify for this preference, an odd lot holder must tender all shares owned beneficially or of record by the odd lot holder in accordance with the procedur...

txn_type = TENDER_OFFEREX-99.(A)(1)(I) 2 g95996scexv99wxayx1yxiy.htm OFFER TO PURCHASE Offer to Purchase Table of Contents PERFORMANCE FOOD GROUP COMPANY Offer to Purchase for Cash Up to 10,000,000 Shares of its Common Stock (including the Associated Rights to Purchase Preferred Stock) at a Purchase Price not Greater Than $31.50 Nor Less Than $27.50 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT...