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Registration File No. 333-6645
Rule 424(b)(3)
SUPPLEMENT DATED AUGUST 30, 1996 TO
PROSPECTUS/INFORMATION STATEMENT
DATED AUGUST 2, 1996
JP FOODSERVICE, INC.
This Supplement is part of, and should be read in conjunction with, the
Prospectus/Information Statement dated August 2, 1996. Capitalized terms used
in this Supplement have the same meaning as in the Prospectus/Information
Statement.
The following paragraph is substituted as the fourth paragraph on the
cover page:
"The consideration (net of JP's assumption of indebtedness) to be paid
by JP in connection with the Acquisition (the "Acquisition Purchase Price") is
approximately $40,685,750, and will be payable in approximately 1,936,494
shares of common stock, par value $.01 per share, of JP (the "JP Common
Shares") valued at $21.01 per share. Pursuant to the Merger Agreement,
$37,306,922 of the Acquisition Purchase Price (or approximately 1,775,674 JP
Common Shares) is allocated to the Merger and $3,378,828 of the Acquisition
Purchase Price (or approximately 160,820 JP Common Shares) is allocated to the
"Z" Leasing Transaction."
The following paragraph is substituted as the second paragraph under
"SUMMARY--The Acquisition":
"The consideration (net of JP's assumption of indebtedness) to be paid
by JP in connection with the Acquisition (the "Acquisition Purchase Price") is
approximately $40,685,750, and will be payable in approximately 1,936,494
shares of common stock, par value $.01 per share, of JP (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. Pursuant to the Merger Agreement,
$37,306,922 of the Acquisition Purchase Price (or approximately 1,775,674 JP
Common Shares) is allocated to the Merger (the "Merger Consideration") and
$3,378,828 of the Acquisition Purchase Price (or approximately 160,820 JP
Common Shares) is allocated to the "Z" Leasing Transaction (the "'Z' Leasing
Transaction"). See "THE SPECIAL MEETING--Purpose of Meeting."
The following paragraph is substituted as the second paragraph under
"THE SPECIAL MEETING--Purpose of Meeting":
"The consideration (net of JP's assumption of indebtedness) to be paid
by JP in connection with the Acquisition (the "Acquisition Purchase Price") is
approximately $40,685,750, and will be payable in approximately 1,936,494
shares of common stock, par value $.01 per share, of JP (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
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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. Pursuant to the Merger Agreement,
$37,306,922 of the Acquisition Purchase Price (or approximately 1,775,674 JP
Common Shares) is allocated to the Merger (the "Merger Consideration") and
$3,378,828 of the Acquisition Purchase Price (or approximately 160,820 JP
Common Shares) is allocated to the "Z" Leasing Transaction (the "'Z' Leasing
Transaction")."
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