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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) May 17, 1996
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JP Foodservice, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-24954 52-1634568
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(State or other jurisdiction (Commission (IRS Employer
of incorporation File Number) Identification No.)
9830 Patuxent Woods Way, 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 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.
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(Registrant)
Date: May 21, 1996 By: /s/ LEWIS HAY, III
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Name: Lewis Hay, III
Title: Senior Vice President and Chief Financial
Officer
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ATTACHMENT
News Release
For More Information Contact
Lewis Hay, III
Chief Financial Officer
(410) 312-7100
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IMMEDIATE RELEASE
JP FOODSERVICE, INC. AND VALLEY FOOD DISTRIBUTORS OF NEVADA
ANNOUNCE PROPOSED MERGER
Columbia, Maryland, May 17, 1996 - JP Foodservice, Inc. ("JP") (NASDAQ:
JPFS) and Valley Food Distributors of Nevada ("Valley") today announced that
they have entered into a definitive merger agreement for JP's acquisition of
Valley. With sales of $126 million over the last twelve months, 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 in excess of 19%.
In discussing the proposed merger, Jim Miller, Chairman, President and
Chief Executive Officer, said, "I'm extremely excited 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
and is expected to be accretive to JP's earnings per share. The merger will
extend JP's reach into one of the fastest growing foodservice markets in the
country and will establish a foundation for JP's future growth in the western
half of the United States. We are very optimistic about Valley's prospects as
it has just been recently awarded serveral 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 merger, Phil Zobrist, Valley's President and
Chief Executive Officer, said, "On behalf of Valley's management team and all
of it's 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 aggressively pursue market share growth and maintain its
position as the foodservice distributor of choice in the Las Vegas market."
Under the merger agreement, Valley Industries, Inc., Valley's parent
company, will be merged into a wholly-owned subsidiary of JP, and the Valley
Industries shares will be exchanged for JP common stock. As part of this
transaction, JP will also acquire operating assets from an affiliated entity of
Valley in exchange for JP common stock.
Based on a purchase price of $42.2 million (excluding assumption of
indebtedness), JP will issue approximately 2,000,000 shares of common stock in
the transaction. The purchase price is subject to certain adjustments before
closing of the merger. JP currently has approximately 16,000,000 shares of
common stock outstanding.
The proposed merger is subject to a number of customary conditions and
is expected to close before the end of August. It is expected that the merger
will be treated as a pooling of interests for accounting purposes.
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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 21,000 foodservice customers, including restaurants, hotels,
healthcare facilities, cafeterias and schools and employs over 2,500
foodservice professionals. JP's diverse customer base compasses both
independent and chain businesses, including Perkins Family Restaurants,
Subway, Eurest Dining Services and Ruby Tuesday restaurants.
