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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 3, 1996
JP Foodservice, Inc.
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(Exact name of Registrant as specified in Charter)
Delaware 0-24954 52-1634568
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(State or other jurisdic- (Commission (IRS Employer
tion of incorporation) File Number) Identification
Number)
9830 Patuxent Woods Drive, Columbia, Maryland 21046
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(Address of principal executive offices) Zip Code
Registrant's telephone number, including area code (410) 312-7100
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Item 2. Acquisition or Disposition of Assets
(a) Effective August 31, 1996, JP Foodservice, Inc. (the "Company")
consummated the previously announced acquisition of Arrow Paper and Supply Co.,
Inc., a broadline foodservice distributor serving the New England, New York,
New Jersey and Pennsylvania markets. The acquisition was consummated pursuant
to an Agreement for the Purchase and Sale of Assets, dated as of July 17, 1996,
among the Company, JP Foodservice Distributors, Inc., a Delaware corporation
("JPF Distributors") and wholly-owned subsidiary of the Company, Arrow
Paper and Supply Co., Inc., a Delaware corporation ("Arrow"), Donald Daren,
Selma Daren and Steven Daren, the shareholders of Arrow, SGD Associates Limited
Liability Company, a Connecticut limited liability company ("SGD"), and Donald
Daren, Selma Daren and Steven Daren, the members of SGD.
As a result of the acquisition, JPF Distributors acquired substantially
all of the assets used in the operation of Arrow's business and assumed
substantially all of Arrow's obligations. Among the assets purchased were the
distribution facilities in Norwich, Connecticut owned by SGD and leased to
Arrow from which Arrow conducted its business.
The consideration (net of JPF Distributors' assumption of indebtedness)
paid by JPF Distributors in connection with the acquisition was
$29,565,000 (the "Initial Acquisition Purchase Price"). The Initial
Acquisition Purchase Price will be adjusted based upon a combined balance sheet
of Arrow and SGD as of August 31, 1996 (as adjusted, the "Acquisition Purchase
Price"). Of the Aquisition Purchase Price, approximately $1,700,000 was paid
in the form of common stock of the Company and the remainder was paid in
cash. The Company funded the cash portion of the Initial Acquisition Purchase
Price from the public sale of shares of its common stock.
(b) Certain of the assets of Arrow and SGD constitute plant, equipment
and other physical property utilized in the foodservice distribution business
of Arrow, and the Company intends to continue such use.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired
The following financial statements of Arrow Paper and Supply Co.,
Inc. and Affiliate are incorporated by reference from the Company's
Form 8-K (File No. 0-24954) (date of event reported: July 17, 1996):
Report of Independent Accountants
Combined Balance Sheet -- December 29, 1995 (Audited)
Combined Statement of Income and Retained Earnings and Members'
Equity for the Year Ended December 29, 1995 (Audited)
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Combined Statement of Cash Flows for the Year Ended December 29,
1995 (Audited)
Notes to Combined Financial Statements (Audited)
The following financial statements of Arrow Paper and Supply Co.,
Inc. and Affiliate are incorporated by reference from the Company's
Form 8-K (File No. 0-24954) (date of event reported: July 17, 1996):
Combined Balance Sheet -- March 29, 1996 (Unaudited)
Combined Statement of Income and Retained Earnings and Members'
Equity for the three months ended March 29, 1996 (Unaudited)
Combined Statement of Cash Flows for the three months ended
March 29, 1996 (Unaudited)
Notes to Combined Financial Statements (Unaudited)
(b) Pro Forma Financial Information
The following pro forma financial statements of the Company, Arrow
and SGD giving effect to the acquisition are incorporated by
reference from the Company's registration statement on Form S-3
(File No. 333-07321):
Unaudited Pro Forma Condensed Combined Statements of Operations for
the fiscal year ended July 1, 1995
Unaudited Pro Forma Condensed Combined Statement of Operations for
the nine months ended March 30, 1996
Unaudited Pro Forma Condensed Combined Balance Sheets as of March
30, 1996
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
(c) Exhibits (listed according to the number assigned in Item 601 of
Regulation S-K):
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Exhibit No. Description
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<S> <C>
2 Agreement, dated as of July 17, 1996, for the
Purchase and Sale of Assets among the
Company, JP Foodservice Distributors, Inc.,
Shareholders of Arrow Paper and Supply Co.,
Inc., SGD Associates Limited Liability
Company and Members of SGD Associates Limited
Liability Company. Filed as Exhibit 10.34 to
the Company's Registration Statement on
Form S-3 (File No. 333-07321) and
incorporated herein by reference; the Company
agrees to furnish supplementally to the
Commission upon request a copy of any omitted
exhibit or schedule.
99 Press Release dated September 3, 1996.
Filed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
JP FOODSERVICE, INC.
By: /s/ Lewis Hay, III
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Lewis Hay, III
Chief Financial Officer
Date: September 13, 1996
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EXHIBIT 99
PR NEWSWIRE INVESTORFAX
JP Foodservice Inc. Announces Completion of Acquisition
of Arrow Paper Supply and Food Co.
COLUMBIA, Md., Sept. 3 /PRNewswire/ -- JP Foodservice, Inc.
("JP")(Nasdaq: JPFS) today announced that it has closed on its purchase of
Arrow Paper Supply and Food Co. ("Arrow"). Arrow, based in Norwich,
Connecticut, is a broadline foodservice distributor serving the New England,
New York, New Jersey and Pennsylvania markets. Arrow distributes over 6,000
products to a diverse customer base. Arrow achieved net sales of $74.6 million
in its fiscal year ended December 29, 1995 and has reported average revenue
growth in excess of 15% over the last three years. In November 1995, Arrow was
awarded a contract from the State of Connecticut that is expected to generate
$18 million of annual revenues. On July 17, 1996, JP announced that it had
entered into a definitive agreement to purchase Arrow.
In discussing the proposed acquisition, Jim Miller, Chairman,
President and Chief Executive Officer of JP Foodservice, said: "We are very
enthusiastic about the addition of Arrow into JP's existing distribution
network. The completion of this transaction increases JP's presence in the New
England marketplace, as well as positions the Company for further expansion
into southern Connecticut, Westchester County and New York City.
Steve Daren, President of Arrow, who will continue with JP as
President of the newly acquired branch, similarly observed, "We are excited
about joining industry leader JP, and believe that the combined companies will
enable us to enhance Arrow's premier position in our markets."
JP is a leading distributor of food and related products to
restaurants and other institutional foodservice establishments in the
Mid-Atlantic, Midwestern and Northeastern regions of the United States. JP has
also recently announced expansion into the Las Vegas, Nevada market with its
recently completed acquisition of Valley Industries, Inc. JP markets and
distributes approximately 28,000 national, private label and signature brand
items to over 23,000 foodservice customers, including restaurants, hotels,
healthcare facilities, cafeterias and schools and employs over 2,500
foodservice professionals. JP's diverse customer base encompasses both
independent and chain businesses, including Perkins Family Restaurants, Subway,
Compass Group and Ruby Tuesday.
SOURCE JP Foodservice, Inc.
-0- 09/03/96
/CONTACT: Lewis Hay, III, chief financial officer of JP Foodservice,
410-312-7100/
(JPFS)
