JP FOODSERVICE INC
8-K, 1996-07-29
GROCERIES, GENERAL LINE
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<PAGE>   1
                                   FORM 8-K


                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549



                                CURRENT REPORT
    Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported)  June 28, 1996
                                                 -------------------------------

JP Foodservice, Inc.
- --------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)


Delaware                           0-24954                       52-1634568
- --------------------------------------------------------------------------------
(State or other jurisdiction     (Commission                   (IRS Employer
     of incorporation)           File Number)               Identification No.)


9830 Patuxent Woods Way, Columbia, Maryland                         21046
- --------------------------------------------------------------------------------
  (Address of principal executive offices)                       (Zip Code)


Registrant's telephone number, including area code 410-312-7100
                                                   -----------------------------






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<PAGE>   2
Item 5.  Other Events

The Registrant hereby incorporates by reference the information contained in
Attachment A hereto in response to this Item 5.



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.
                                -----------------------------------
                                (Registrant)

Date: July 2, 1996         By: /s/ LEWIS HAY, III
                               -------------------------------
                                Name: Lewis Hay, III
                                Title: Senior Vice President and Chief
                                       Financial Officer        



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<PAGE>   3
                             JP FOODSERVICE, INC.
                          9830 Patuxent Woods Drive
                              Columbia, MD 21046
                                (410) 312-7100

News Release
For More Information Contact:
Lewis Hay, III
Chief Financial Officer


                   JP FOODSERVICE ANNOUNCES RESIGNATION OF
                        SARA LEE REPRESENTATIVES FROM
                      JP FOODSERVICE BOARD OF DIRECTORS


        Columbia, Maryland, June 28, 1996 - JP Foodservice (NASDAQ: JPFS)
announced today that the three Sara Lee Corporation representatives on the JP
Foodservice Board of Directors have resigned their Board memberships.  The
resignations are effective yesterday.

        Sara Lee Corporation currently holds approximately 32% of the
outstanding common stock of JP Foodservice and under a Board Membership
Agreement with JP Foodservice executed at the time of JP Foodservice's initial
public offering in 1994, Sara Lee Corporation is entitled to three Board seats
based on its ownership of JP Foodservice common stock.

        "We are grateful for the service and contribution of the Sara Lee
representatives over the years," said Jim Miller, chairman of the Board of JP
Foodservice.  "JP Foodservice looks forward to continuing its long-standing and
close relationship with Sara Lee as one of JP Foodservice's major vendors."

        C. Steven McMillan, executive vice president of Sara Lee Corporation
stated: "This decision was taken only after careful consideration, given Sara
Lee's historic business relationship with JP Foodservice as a major business
partner and stockholder.  However, in view of Sara Lee's active continuing
involvement in the foodservice industry through its subsidiary PYA/Monarch,
Inc., we determined that our continued service on the JP Foodservice Board might
raise the possibility of a conflict of interest.  We concluded that it was in
the best interest of the stockholders of both of our corporations that we
terminate our representation on the JP Foodservice Board at this time.  Sara
Lee looks forward to maintaining the close business relationship it has enjoyed
over the years with JP Foodservice as one of its most important foodservice
customers."

        JP Foodservice, Inc. is the nation's sixth-largest distributor of food
and related products to restaurants and other foodservice establishments in the
Mid-Atlantic, Midwest and Northeastern United States.


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