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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): August 30, 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) On August 30, 1996, JP Foodservice, Inc. (the "Company")
consummated the previously announced acquisition (the "Acquisition") of a
foodservice distribution business conducting operations from Las Vegas, Nevada.
The Acquisition had two components: (i) the merger (the "Merger") of Valley
Industries, Inc., a Nevada corporation ("Industries"), with and into JP
Foodservice Distributors, Inc., a Delaware corporation ("JPF Distributors") and
wholly-owned subsidiary of the Company, and (ii) the acquisition (the " 'Z'
Leasing Transaction ") of all of the assets and assumption of all of the
liabilities by the Company of "Z" Leasing Co., a Nevada general partnership ("
'Z' Leasing") affiliated with Industries. The Merger was consummated pursuant
to an Agreement and Plan of Merger, dated as of May 17, 1996 (the "Merger
Agreement"), among the Company, JPF Distributors, Industries, E & H
Distributing Co., Inc., a Nevada corporation doing business as Valley Food
Distributors of Nevada and a wholly-owned subsidiary of Industries ("Valley"),
and Lloyd K. Benson, Duane H. Zobrist, E. Mark Zobrist, Gerry R. Zobrist, R.
Phillip Zobrist and Richard D. Zobrist, the stockholders of Industries. As a
result of the Merger, Industries was merged with and into JPF Distributors, the
separate existence of Industries has ceased and JPF Distributors is the
surviving corporation. Valley is now operated as a subsidiary of JPF
Distributors.
The "Z" Leasing Transaction was consummated pursuant to a Purchase and
Sale Contract, dated as of May 17, 1996 (the " 'Z' Leasing Contract"),
between the Company and "Z" Leasing. Upon consummation of the "Z" Leasing
Transaction, the Company acquired all of the assets and assumed all of the
liabilities of "Z" Leasing. Substantially all of "Z" Leasing's assets were
used in Valley's foodservice distribution business, and included a distribution
center located on a site of approximately 20 acres in downtown Las Vegas.
The consideration (net of the Company's assumption of indebtedness)
paid by the Company in connection with the Acquisition (the "Acquisition
Purchase Price") was approximately $40,685,750. The Acquisition Purchase
Price was paid in approximately 1,936,494 shares of common stock, par
value $.01 per share, of the Company (the "JP Common Shares") valued at $21.01
per share (the "Merger Share Price"). The Merger Share Price represents the
price of a JP Common Share rounded to the nearest cent calculated as the
average closing bid and ask prices for the JP Common Shares as reported on the
Nasdaq National Market for the 20 trading days immediately preceding May 17,
1996. The Merger was approved by the Industries stockholders and the partners
of "Z" Leasing on August 30, 1996. Pursuant to the Merger Agreement,
$37,306,922 of the Acquisition Purchase Price (or approximately 1,775,674 JP
Common Shares) was allocated to the Merger (the "Merger Consideration") and
$3,378,828 of the Acquisition Purchase Price (or approximately 160,820 JP
Common Shares) was allocated to the "Z" Leasing Transaction.
(b) Certain of the assets of Industries and of "Z" Leasing constitute
plant, equipment and other physical property utilized in the foodservice
distribution business of Valley, and the Company intends to continue such use.
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Item 7. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired
The following financial statements of Valley Industries, Inc. and
Subsidiaries and "Z" Leasing Co. are incorporated by reference from
the Company's Form 8-K, (File No. 0-24954) (date of event reported:
June 28, 1996):
Independent Auditors' Report
Combined Balance Sheets as of January 31, 1994, 1995 and 1996
(Audited)
Combined Statements of Earnings for the years ended January 31,
1994, 1995 and 1996 (Audited)
Combined Statements of Stockholders' and Partners' Equity for the
years ended January 31, 1994, 1995 and 1996 (Audited)
Combined Statements of Cash Flows for the years ended January 31,
1994, 1995 and 1996 (Audited)
Notes to Combined Financial Statements (Audited)
The following financial statements of Valley Industries, Inc. and
Subsidiaries and "Z" Leasing Co. are incorporated by reference from
the Company's registration statement on Form S-4 (File No. 333-6645):
Condensed Combined Balance Sheets as of April 30, 1995 and 1996
(Unaudited)
Condensed Combined Statements of Earnings for the periods ended
April 30, 1995 and 1996 (Unaudited)
Condensed Combined Statements of Cash Flows for the periods ended
April 30, 1995 and 1996 (Unaudited)
Notes to Condensed Combined Financial Statements (Unaudited)
(b) Pro Forma Financial Information
The following pro forma financial statements of the Company,
Industries and "Z" Leasing giving effect to the Acquisition under the
pooling of interests method of accounting are incorporated by
reference from the Company's registration statement on Form S-4 (File
No. 333-6645):
Unaudited Pro Forma Condensed Combined Statement of Operations for
the fiscal years ended July 3, 1993, July 2, 1994 and July 1,
1995, and the nine months ended April 1, 1995 and March 30, 1996
Unaudited Pro Forma Condensed Combined Balance Sheets for the fiscal
years ended July 2, 1994 and July 1, 1995 and the nine months ended
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):
Exhibit No. Description
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[S] [C]
2.1 Agreement and Plan of Merger, dated as of
May 17, 1996, by and among the Company, JP
Foodservice Distributors, Inc., Valley
Industries, Inc., E & H Distributing Co.,
Inc., Lloyd K. Benson, Duane H. Zobrist,
E. Mark Zobrist, Gerry R. Zobrist, R.
Phillip Zobrist and Richard D. Zobrist.
Filed as Exhibit A to the Information
Statement/Prospectus filed as a part of
the Company's Registration Statement on
Form S-4 (File No. 333-6645) and
incorporated herein by reference; the
Company agrees to furnish supplementally
to the Commission upon request a copy of
any omitted exhibit or schedule.
2.2 Purchase and Sale Contract, dated as of
May 17, 1996, between "Z" Leasing Co., a
Nevada general partnership, and the
Company. Filed as Exhibit B to the
Information Statement/Prospectus filed as
a part of the Company's Registration
Statement on Form S-4 (File No. 333-6645)
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 August 30, 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. and Valley Food Distributors of Nevada Announce Closing
COLUMBIA, Md., Aug. 30 /PRNewswire/ -- JP Foodservice, Inc. ("JP")
(Nasdaq: JPFS) and Valley Food Distributors of Nevada ("Valley") today
announced that they have closed on their previously announced acquisition of
Valley by JP. On May 17, 1996, the parties announced that they had entered
into a definitive acquisition agreement. With sales of approximately $122
million over the twelve months ended January 31, 1996, Valley is the largest
privately-held institutional foodservice distributor serving the burgeoning Las
Vegas, Nevada market and is one of the fastest growing foodservice distributors
in the United States. Valley's average revenue growth rate over the past three
years has been excess of 19%.
In commenting on the acquisition, Jim Miller, Chairman, President and
Chief Executive Officer, said, "I am pleased to welcome Valley's employees and
customers into the ever-growing family of JP Foodservice, Inc. This
transaction will allow both JP and Valley shareholders to benefit from the
combination of two of the fastest growing companies in the foodservice
industry. The acquisition extends JP's reach into one of the most rapidly
expanding foodservice markets in the country and establishes a solid base for
JP's future growth in the western half of the United States. We are very
optimistic about Valley's prospects as it has recently been awarded several
prime vendor contracts with major hotels and casinos, and has just completed a
major expansion of its state-of-the-art distribution facility, providing Valley
with substantial capacity for further growth."
In commenting on the acquisition, Phil Zobrist, Valley's President and
Chief Executive Officer, said, "On behalf of Valleys's management team and all
of its employees, we welcome the opportunity to join forces with one of the
most dynamic and innovative companies in the foodservice industry. JP's
financial strength and business resources, including its rapidly growing line
of signature brands and its extensive chain account and vendor relationships,
will allow Valley to vigorously pursue market share growth and maintain its
position as the foodservice distributor of choice in the Las Vegas market."
As part of the acquisition, Valley Industries, Inc., Valley's parent
company, was merged into a wholly-owned subsidiary of JP, and the Valley
Industries shares were exchanged for JP common stock. As part of this
transaction, JP also acquired operating assets from an affiliated entity of
Valley in exchange for JP common stock.
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
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- 08/30/96
/CONTACT: Lewis Hay III, chief financial officer of JP Foodservice,
410-312-7100/
(JPFS)
