AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 16, 1997
REGISTRATION NO. 333-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________
JP FOODSERVICE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 5141 52-1634568
(STATE OR OTHER (I.R.S. EMPLOYER
JURISDICTION OF (PRIMARY STANDARD IDENTIFICATION NO.)
INCORPORATION INDUSTRIAL CLASSIFICATION
OR ORGANIZATION) CODE NUMBER)
____________
9830 PATUXENT WOODS DRIVE DAVID M. ABRAMSON
COLUMBIA, MARYLAND 21046 SENIOR VICE PRESIDENT AND
(410) 312-7100 GENERAL COUNSEL
(ADDRESS, INCLUDING ZIP CODE, JP FOODSERVICE, INC.
AND TELEPHONE NUMBER, 9830 PATUXENT WOODS DRIVE
INCLUDING AREA CODE, OF COLUMBIA, MARYLAND 21046
REGISTRANT'S PRINCIPAL (410) 312-7100
EXECUTIVE OFFICES) (NAME, ADDRESS, INCLUDING
ZIP CODE, AND TELEPHONE
NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
___________
COPY TO:
CRAIG M. WASSERMAN, ESQ.
WACHTELL, LIPTON, ROSEN & KATZ
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019
(212) 403-1000
_______________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes
effective.
_______________
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following box.
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans,
check the following box. [x]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
[ ]
If delivery of the prospectus is expected to be made pursuant
to Rule 434, please check the following box. [ ]
_____________<PAGE>
CALCULATION OF REGISTRATION FEE
==================================================================
TITLE OF PROPOSED PROPOSED
EACH CLASS MAXIMUM MAXIMUM
OF SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED SHARE(1) PRICE(1)(2) FEE (2)
------------------------------------------------------------------
Common Stock,
par value 79,250
$.01 per share shares $26.9375 $2,134,797 $647
(1) Estimated pursuant to Rule 457(c) under the Securities Act
solely for the purpose of calculating the registration fee.
(2) In accordance with Rule 457(c), the aggregate offering price
and registration fee for 79,250 shares of Common Stock is
based on the average of the high and low prices for the
Registrant's Common Stock on the New York Stock Exchange,
Inc. on May 9, 1997.
_______________
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective date
until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with the provisions of
Section 8(a) of the Securities Act of 1933, as amended, or until
this Registration Statement shall become effective on such date as
the Securities and Exchange Commission, acting pursuant to said
Section 8(a), may determine.
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMEND-
MENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS
BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE
SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR
TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS
PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SO-
LICITATION OF AN OFFER TO BUY NOR SHALL THERE BY ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE
WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE
SECURITIES LAWS OF SUCH STATE.
SUBJECT TO COMPLETION
DATED MAY 16, 1997
PROSPECTUS
79,250 Shares
JP FOODSERVICE, INC.
Common Stock
_______________
The 79,250 shares (the "Shares") of Common Stock, par value
$.01 per share ("Common Stock"), of JP Foodservice, Inc. (the
"Company" or "JP Foodservice") offered hereby may be offered and
sold from time to time by the holders named herein or by their
transferees, pledgees, donees or successors (collectively, the
"Selling Stockholders") pursuant to this Prospectus as
appropriately amended or supplemented. See "Selling
Stockholders." The Company will not receive any of the proceeds
from the sale of the Shares by the Selling Stockholders.
The Shares may be offered or sold by the Selling Stockholders
from time to time directly to purchasers or through agents,
underwriters or dealers on terms to be determined at the time of
sale. See "Plan of Distribution." If required, the names of any
such agents or underwriters involved in the sale of the Shares in
respect of which this Prospectus is being delivered and the
applicable agent's commission, dealer's purchase price or
underwriter's discount, if any, will be set forth in an
accompanying supplement to this Prospects ("Prospectus
Supplement").
The Selling Stockholders and any broker-dealers, agents or
underwriters which participate in the distribution of the Shares
may be deemed to be "underwriters" within the meaning of the<PAGE>
Securities Act of 1933, as amended (the "Securities Act"), and any
commission received by them or any profit received by them on the
resale of Shares purchased by them may be deemed to be
underwriting commissions or discounts under the Securities Act.
See "Plan of Distribution".
The Common Stock is quoted on the New York Stock Exchange,
Inc. (the "NYSE") under the symbol "JPF." On May 14, 1997, the
last reported sale price of the Common Stock, on the NYSE, was
$27.50 per share.
SEE "RISK FACTORS" BEGINNING ON PAGE 4 FOR A DISCUSSION OF
CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE
PURCHASERS OF THE COMMON STOCK OFFERED HEREBY.
_______________<PAGE>
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
_______________
The date of this Prospectus is , 1997<PAGE>
NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE
HEREBY TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT
CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS, AND ANY
INFORMATION OR REPRESENTATION NOT CONTAINED OR INCORPORATED HEREIN
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SO-
LICITATION OF AN OFFER TO BUY, BY ANY PERSON IN ANY JURISDICTION
IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH OFFER OR
SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS AT ANY TIME
NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, IMPLY
THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT
TO THE DATE HEREOF.
TABLE OF CONTENTS
Available Information....... 2 Dividend Filing ........... 6
Incorporation of Certain Use of Proceeds............ 6
Documents by Reference.... 2 Selling Stockholders....... 7
The Company................. 3 Plan of Distribution....... 8
Risk Factors................ 4 Legal Matters.............. 9
Experts.................... 9
-1-<PAGE>
AVAILABLE INFORMATION
This Prospectus, which constitutes a part of a Registration
Statement on Form S-3 (herein, together with all amendments and
exhibits, referred to as the "Registration Statement") filed by
the Company with the Securities and Exchange Commission (the
"Commission") under the Securities Act, omits certain of the
information set forth in the Registration Statement in accordance
with the rules and regulations of the Commission. Reference is
hereby made to the Registration Statement and to the exhibits
thereto for further information with respect to the Company and
the securities offered hereby. Copies of the Registration
Statement and the exhibits thereto are on file at the offices of
the Commission and may be obtained upon payment of the prescribed
fee or may be examined without charge at the public reference
facilities of the Commission described below.
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports, proxy statements
and other information with the Commission. Such reports, proxy
statements and other information filed by the Company with the
Commission may be inspected and copied at the public reference
facility maintained by the Commission at Judiciary Plaza, 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and the
following regional offices of the Commission: New York Regional
Office, Seven World Trade Center, 13th Floor, New York, New York
10048; and Chicago Regional Office, Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of
such material also may be obtained from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549, at prescribed rates. The Commission also maintains a
Web site (http://www.sec.gov) that contains reports, proxy and
information statements and other information regarding registrants
such as the Company which file electronically with the Commission.
The Common Stock is listed on the NYSE and reports, proxy
statements and other information concerning the Company may be
inspected at the offices of the NYSE, 20 Broad Street, New York,
New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents or portions of documents filed by the
Company with the Commission are incorporated herein by reference:
(a) the Company's Annual Report on Form 10-K for the fiscal year
ended June 29, 1996 (the "Form 10-K"); (b) the Company's Quarterly
Reports on Form 10-Q for the fiscal quarters ended September 28,
1996, December 28, 1996 and March 29, 1997; (c) the Company's
Current Reports on Form 8-K filed for reportable events dated June
28, 1996, July 17, 1996, August 5, 1996, August 30, 1996,
September 13, 1996, October 22, 1996, November 13, 1996, November
26, 1996, January 2, 1997 and April 23, 1997; (d) the Company's
Registration Statement on Form S-3 dated October 11, 1996 (File
No. 333-14039) (the "Form S-3"); (e) the description of the
Company's Common Stock which is contained in its Registration
Statement on Form 8-A filed under the Exchange Act on October 14,
1994, including any amendments or reports filed for the purpose of
updating such description; and (f) the description of the
preferred share purchase rights attached to the Company's Common
Stock which is contained in its Registration Statement on Form 8-A
filed under the Exchange Act on December 20, 1996, including any
amendments or reports filed for the purpose of updating such
description.
All reports and other documents filed by the Company with the
Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act subsequent to the effective date of the Registration
Statement of which this Prospectus constitutes a part and prior to
the termination of this offering shall be deemed to be
incorporated by reference herein and to be a part hereof from the
date of filing of such reports and documents. Any statement
contained in a document incorporated by reference herein shall be
deemed modified or superseded for purposes of this Prospectus to
the extent that a statement contained or incorporated by reference
herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
-2-<PAGE>
The Company will provide without charge to each person to
whom this Prospectus is delivered a copy of any or all of such
documents which are incorporated herein by reference (other than
exhibits to such documents unless such exhibits are specifically
incorporated by reference into the documents that this Prospectus
incorporates). Written or oral requests for copies should be
directed to Corporate Secretary, JP Foodservice, Inc., at the Com-
pany's principal executive offices located at 9830 Patuxent Woods
Drive, Columbia, Maryland 21046, telephone number (410) 312-7100.
This Prospectus includes "forward-looking statements" within
the meaning of Section 27A of the Securities Act and Section 21E
of the Exchange Act and is subject to the safe harbor created by
such sections. Such forward-looking statements include those
concerning the Company's business strategy, operations, economic
performance, financial condition and liquidity and capital
resources. Such statements are subject to various risks and
uncertainties. The Company's actual results may differ materially
from the results discussed in such forward-looking statements
because of a number of factors, including those identified under
"Risk Factors" in this Prospectus. The forward-looking statements
are made as of the date of this Prospectus, and the Company
assumes no obligation to update the forward-looking statements or
to update the reasons why actual results could differ from those
projected in the forward-looking statements.
THE COMPANY
JP Foodservice is a leading broadline 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 and in Las Vegas,
Nevada. The Company ranks as the nation's fifth largest broadline
distributor based on pro forma 1996 calendar year net sales,
including the results of its acquisitions of Valley Industries,
Inc. and its affiliates ("Valley"), Arrow Paper and Supply Co.,
Inc. and its affiliate ("Arrow") and Squeri Food Service, Inc. and
its affiliate ("Squeri"), which were completed in the first two
quarters of fiscal 1997 (collectively, the "Acquisitions"). JP
Foodservice believes that it is one of the three leading broadline
distributors in each of its principal geographic service areas,
which it defines as the areas within a 150-mile radius of each of
its 12 full-service distribution centers. The Company markets and
distributes over 30,000 national, private and signature brand
items to over 34,000 foodservice customers, including restaurants,
hotels, healthcare facilities, cafeterias and schools. This
diverse customer base encompasses both independent (or "street")
and multi-unit (or "chain") businesses, including Old Country
Buffet, Perkins Family Restaurants, Subway, Compass Group, Ruby
Tuesday, Pizzeria Uno and other foodservice establishments. The
Company also is a foodservice supplier to the United States
Congress, Fenway Park and other prominent institutions. The
Company's comprehensive product line includes canned and dry food
products, fresh meats, poultry, seafood, frozen foods, fresh
produce, dairy and other refrigerated products, paper products,
cleaning supplies, light restaurant equipment and other supplies.
This broad product line provides the Company's customers with a
single source to satisfy substantially all of their foodservice
needs. The Company's principal executive offices are located at
9830 Patuxent Woods Drive, Columbia, Maryland 21046 and its
telephone number is (410) 312-7100.
-3-<PAGE>
RISK FACTORS
In addition to the other information contained in this
Prospectus, prospective investors should consider carefully the
following risk factors relating to the Company and the Common
Stock before making an investment in the Common Stock offered
hereby.
LOW MARGIN BUSINESS; ECONOMIC SENSITIVITY
The foodservice distribution industry is characterized by
relatively high inventory turnover with relatively low profit
margins. A significant portion of the Company's sales are made at
prices that are based on product cost plus a percentage markup.
As a result, the Company's profit levels may be negatively
affected during periods of food price deflation, even though the
Company's gross profit percentage may remain relatively constant.
See "Management's Discussion and Analysis of Financial Condition
and Results of Operations -- Results of Operations" in the Form S-
3.
The foodservice industry is sensitive to national and
regional economic conditions, and the demand for foodservice
products supplied by the Company has been adversely affected in
past years by economic downturns. The Company's operating results
also are particularly sensitive to, and may be adversely affected
by, difficulties with the collectability of accounts receivable,
inventory control, competitive price pressures, severe weather
conditions and unexpected increases in fuel or other
transportation-related costs. Although these factors generally
have not had a material adverse impact on the Company's past
operations, there can be no assurance that one or more of such
factors will not adversely affect future operating results.
ACQUISITION STRATEGY
The Company's business strategy emphasizes supplementing
internal expansion with acquisitions. There can be no assurance
that the Company will successfully identify suitable acquisition
candidates, complete acquisitions, integrate acquired operations
into its existing operations or expand into new markets. Further,
there can be no assurance that acquisitions will not have an
adverse effect upon the Company's operating results, particularly
in quarters immediately following the consummation of such
transactions, while the operations of the acquired businesses are
being integrated into the Company's operations. Once integrated,
acquired operations may not achieve levels of net sales or
profitability comparable to those achieved by the Company's
existing operations, or otherwise perform as expected. In
addition, earnings may be adversely affected by transaction-
related expenses in the quarter in which an acquisition is
consummated. Management may determine that it is necessary or
desirable to obtain financing for such acquisitions through bank
borrowings or the issuance of debt or equity securities. Debt
financing of any such acquisition could increase the leverage of
the Company. Equity financing of any such acquisition may dilute
the ownership of the Company's stockholders. There can be no
assurance that the Company will be able to obtain financing on
acceptable terms.
COMPETITION
The Company operates in highly competitive markets, and its
future success will depend in large part on its ability to provide
superior service and high-quality products at competitive prices.
The Company encounters competition from a variety of sources,
including specialty and system foodservice distributors and other
broadline distributors. Some of the Company's competitors have
substantially greater financial and other resources than the Com-
pany. See "Business -- Competition" in the Form S-3.
-4-<PAGE>
LABOR RELATIONS
As of March 31, 1997, including the Acquisitions,
approximately 1,100 employees, representing approximately 32% of
the Company's full-time employees and approximately 65% of the
employees employed in the Company's warehouse and distribution
operations, are members of 14 different local unions including 13
associated with the International Brotherhood of Teamsters. In
the spring of 1993, Squeri was involved in a labor action with a
local union. The expense relating to this action was not
material. The Company has not experienced any other labor
disputes or work stoppages. A work stoppage, however, could have
a material adverse effect on the Company. See "Business --
Employees" in the Form S-3.
DEPENDENCE ON SENIOR MANAGEMENT
The Company's success is largely dependent on the skills,
experience and efforts of its senior management. The loss of the
services of one or more of the Company's senior management could
have a material adverse effect on the Company's business and
development. To date, the Company generally has been successful
in retaining the services of its senior management.
PROVISIONS WITH POSSIBLE ANTI-TAKEOVER EFFECTS
The Company's Certificate of Incorporation and By-Laws
contain provisions that may have the effect of discouraging
certain transactions involving an actual or threatened change of
control of the Company. These provisions include a requirement
that the Board of Directors be divided into three classes with
approximately one-third of the Board to be elected each year. The
classification of directors has the effect of making it more
difficult for stockholders to change the composition of the Board.
In addition, the Board of Directors of the Company has the
authority to issue up to 5,000,000 shares of preferred stock in
one or more series and to fix the powers, preferences and rights
of any such series without stockholder approval. The ability to
issue preferred stock could have the effect of discouraging
unsolicited acquisition proposals or making it more difficult for
a third party to gain control of the Company, or otherwise could
adversely affect the market price of the Common Stock. In
February 1996, the Company adopted a shareholder rights plan under
which preferred share purchase rights, which are attached to the
Common Stock, generally will be triggered upon the acquisition (or
certain actions that would result in the acquisition) of 10% or
more of the Common Stock by any person or group. Institutional
investors eligible to report their ownership of the Common Stock
on Schedule 13G under the Exchange Act may acquire up to 15% of
the Common Stock without triggering such rights.
VOLATILITY OF MARKET PRICE FOR COMMON STOCK
From time to time, there may be significant volatility in the
market price for the Common Stock. Quarterly operating results of
the Company or other distributors of food and related goods,
changes in general conditions in the economy, the financial
markets or the food distribution or foodservice industries, an-
nouncement of proposed acquisitions and failure to complete
announced acquisitions, unusual weather conditions or other
developments affecting the Company or its competitors could cause
the market price of the Common Stock to fluctuate substantially.
In addition, in recent years the stock market has experienced
extreme price and volume fluctuations. This volatility has had a
significant effect on the market prices of securities issued by
many companies for reasons unrelated to their operating
performance.
-5-<PAGE>
DIVIDEND POLICY
The Company has not historically paid dividends on the Common
Stock and does not anticipate declaring or paying cash dividends
on the Common Stock in the foreseeable future.
USE OF PROCEEDS
All of the Shares offered hereby are being sold by the
Selling Stockholders. The Company will not receive any of the
proceeds from the sale of the Shares. The Company will pay
certain expenses relating to this offering, estimated to be
approximately $100,000. See "Selling Stockholders."
-6-<PAGE>
SELLING STOCKHOLDERS
The following table sets forth certain information with
respect to the Selling Stockholders, including the names of each
Selling Stockholder and the number of Shares being offered by each
Selling Stockholder hereby. The Selling Stockholders include
former stockholders of Squeri and their transferees, pledgees,
donees and successors. The Company issued the Shares to the
Selling Stockholders in consideration for its acquisition of
Squeri in the second quarter of fiscal 1997.
The Shares have been registered under the Securities Act and
are being offered hereby pursuant to registration rights granted
by the Company to the Selling Stockholders in connection with its
acquisition of Squeri. Under its registration rights agreements
with the Selling Stockholders, the Company is required to bear the
expenses relating to this offering, excluding any underwriting
discounts or commissions, stock transfer taxes, fees of legal
counsel to the Selling Stockholders.
<TABLE>
<CAPTION>
Prior to Offering Following Offering
------------------------ ------------------------
Name and Amount and Percent of Number of Amount and Percent of
Adress of Nature of Common Shares Nature of Common
Beneficial Beneficial Stock Offered Beneficial Stock
Owner Ownership Outstanding Hereby Ownership Outstanding
---------- ---------- ----------- --------- ---------- -----------
<S> <C> <C> <C> <C> <C>
John T. Squeri 117,984 0.5% 6,250 111,734 0.5%
Fred A. Squeri 117,984 0.5% 8,000 109,984 0.5%
Charles J. Squeri 117,984 0.5% 10,000 107,984 0.5%
Joseph X. Squeri 117,984 0.5% 15,000 102,984 0.5%
Charles A. Squeri 598,146 2.7% 50,000 548,146 2.5%
</TABLE>
-7-<PAGE>
PLAN OF DISTRIBUTION
All or part of the Shares may be offered by the Selling
Stockholders from time to time in transactions on the NYSE, in
privately negotiated transactions, through the writing of options
on the Shares or a combination of such methods of sale, at fixed
prices that may be changed, at market prices prevailing at the
time of sale, at prices related to such prevailing market prices
or at negotiated prices. The methods by which the Shares may be
sold or distributed may include, but not be limited to, the
following: (a) a cross or block trade in which the broker or
dealer so engaged will attempt to sell the Shares as agent but may
position and resell a portion of the block as principal to
facilitate the transaction; (b) purchases by a broker or dealer as
principal and resale by such broker or dealer for its account; (c)
an exchange distribution in accordance with the rules of such
exchange; (d) ordinary brokerage transactions and transactions in
which the broker solicits purchasers; (e) privately negotiated
transactions; (f) short sales or borrowings, returns and
reborrowings of the Shares pursuant to stock loan agreements to
settle short sales; (g) delivery in connection with the issuance
of securities by issuers, other than the Company, that are
exchangeable for (whether optional or mandatory), or payable in,
such Shares (whether such securities are listed on a national
securities exchange or otherwise) or pursuant to which such Shares
may be distributed; and (h) a combination of any such methods of
sale or distribution. In effecting sales, brokers or dealers
engaged by the Selling Stockholders may arrange for other brokers
or dealers to participate. Brokers or dealers may receive
commissions or discounts from the Selling Stockholders or from the
purchasers in amounts to be negotiated immediately prior to the
sale. The Selling Stockholders may also sell such shares in
accordance with Rule 144 under the Securities Act. If Shares are
sold in an underwritten offering, the Shares may be acquired by
the underwriters for their own account and may be further resold
from time to time in one or more transactions, including
negotiated transactions, at a fixed public offering price or at
varying prices determined at the time of sale. The names of the
underwriters with respect to any such offering and the terms of
the transactions, including any underwriting discounts,
concessions or commissions and other items constituting
compensation of the underwriters and broker-dealers, if any, will
be set forth in a Prospectus Supplement relating to such offering.
Any public offering price and any discounts, concessions or
commissions allowed or reallowed or paid to broker-dealers may be
changed from time to time. Unless otherwise set forth in a
Prospectus Supplement, the obligations of the underwriters to
purchase the Shares will be subject to certain conditions
precedent and the underwriters will be obligated to purchase all
the Shares specified in such Prospectus Supplement if any such
Shares are purchased. This Prospectus also may be used by donees
of the Selling Stockholders or by other persons acquiring Shares,
including brokers who borrow the Shares to settle short sales of
shares of the Common Stock, and who wish to offer and sell such
Shares under circumstances requiring or making desirable its use.
From time to time the Selling Stockholders may engage in
short sales, short sales against the box, puts and calls and other
transactions in securities of the Company or derivatives thereof,
and may sell and deliver the shares in connection therewith. From
time to time the Selling Stockholders may pledge their Shares
pursuant to the margin provisions of their respective customer
agreements with their respective brokers or otherwise. Upon a
default by a Selling Stockholder, the broker or pledgees may offer
and sell the pledged shares of Common Stock from time to time.
None of the proceeds from the sales of the Shares by the
Selling Stockholders will be received by the Company. The Company
has agreed to bear certain expenses in connection with the
registration of the Shares being offered by the Selling
Stockholders. See "Selling Stockholders." The Company has agreed
to indemnify the Selling Stockholders and any underwriters,
brokers, dealers or agents (and their respective controlling
persons) against certain liabilities, including certain
liabilities under the Securities Act.
The Selling Stockholders and any broker-dealers who act in
connection with the sale of Shares hereunder may be deemed to be
"underwriters" as that term is defined in the Securities Act, and
any commissions received by them and profit on any resale of the
Shares as principal might be deemed to be underwriting discounts
and commissions under the Securities Act.
-8-<PAGE>
LEGAL MATTERS
The validity of the Common Stock offered hereby will be
passed upon for the Company by Wachtell, Lipton, Rosen & Katz.
Wachtell, Lipton, Rosen & Katz has provided and continues to
perform services for the Company.
EXPERTS
The historical consolidated financial statements of the
Company as of July 1, 1995 and June 29, 1996 and for each of the
three fiscal years in the period ended June 29, 1996 included in
this Prospectus have been so included in reliance on the report of
Price Waterhouse LLP, independent accountants, given on the
authority of said firm as experts in auditing and accounting.
The combined financial statements of Valley Industries, Inc.
and Subsidiaries and Z Leasing Company (A General Partnership) as
of January 31, 1994, 1995 and 1996 and for each of the years in
the three-year period ended January 31, 1996, appearing in the
Company's Current Report on Form 8-K filed for a reportable event
dated June 28, 1996, have been incorporated by reference herein
and in the Registration Statement in reliance upon the report of
KPMG Peat Marwick LLP, independent certified public accountants,
and upon the authority of such firm as experts in accounting and
auditing.
The combined financial statements of Arrow Paper and Supply
Co., Inc. and Affiliate as of December 29, 1995, appearing in the
Company's Current Report on Form 8-K filed for a reportable event
dated July 17, 1996, have been incorporated by reference herein
and in the Registration Statement in reliance upon the report of
Blum Shapiro and Company, P.C., independent public accountants,
and upon the authority of such firm as experts in accounting and
auditing.
-9-<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses, other
than underwriting discounts and commissions, payable in connection
with the sale and distribution of the securities being registered.
All amounts except the Securities and Exchange Commission
registration fee are estimated.
ITEM AMOUNT
Registration fee.............................. $674
Blue Sky fees and expenses.................... 0
Printing and engraving expenses............... 0
Legal fees and expenses....................... 50,000
Accounting fees and expenses.................. 15,000
Transfer Agent and Registrar fees............. 0
Miscellaneous................................. 34,353
Total.................................... $100,000
========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Reference is made to the provisions of Article XII of the
registrant's Restated Certificate of Incorporation filed as
Exhibit 3.1 hereto and the provisions of Article XII of the
registrant's Amended and Restated Bylaws filed as Exhibit 3.2
hereto.
The registrant is a Delaware corporation, subject to the
applicable indemnification provisions of the General Corporation
Law of the State of Delaware (the "DGCL"). Section 145 of the
DGCL provides for the indemnification, under certain
circumstances, of any person in connection with any action, suit
or proceeding, whether civil, criminal, administrative or
investigative (other than derivative actions), brought or
threatened involving such persons because of such person's service
in any such capacity with respect to another corporation or other
entity at the request of such corporation.
The registrant's Amended and Restated By-Laws provide for the
indemnification of the officers and directors of the registrant to
the fullest extent permitted by the DGCL. Article XII of the By-
laws provides that each person who was or is made a party to (or
is threatened to be made a party to) any civil or criminal action,
suit or proceeding by reason of the fact that such person is or
was a director or officer of the registrant shall be indemnified
and held harmless by the registrant to the fullest extent
authorized by the DGCL against all expense, liability and loss
(including, without limitation, attorneys' fees) incurred by such
person in connection therewith, if such person acted in good faith
and in a manner he or she reasonably believed to be or not opposed
to the best interests of the registrant and had no reason to
believe that his or her conduct was illegal.
Article XII of the registrant's Restated Certificate of
Incorporation provides that, to the fullest extent permitted by
the DGCL, the registrant's directors will not be personally liable
to the registrant or its stockholders for monetary damages
resulting from a breach of their fiduciary duties as directors.
However, nothing contained in such Article XII shall eliminate or
limit the liability of directors (i) for any breach of the
director's duty of loyalty to the registrant or its stockholders,
(ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of the law, (iii)
under Section 174 of the DGCL or (iv) for any transaction from
which the director derived an improper personal benefit.<PAGE>
In the registration rights agreements with the Company
pursuant to which the securities offered hereby are being
registered, the Selling Stockholders have agreed to indemnify the
registrant, its directors, officers and agents and each person, if
any, who controls the registrant against certain liabilities,
including certain liabilities under the Securities Act.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
The following Exhibits are filed herewith or incorporated
herein by reference:
3.1 Restated Certificate of Incorporation of the Company.
Filed as Exhibit 3.1 to the Company's Registration
Statement on Form S-3 dated October 11, 1996 (No.
333-14039) and incorporated herein by reference.
3.2 Amended and Restated By-Laws of the Company. Filed as
Exhibit 3.2 to the Company's Registration Statement on
Form S-3 dated October 11, 1996 (No. 333-14039) and
incorporated herein by reference.
4.1 Specimen certificate representing common stock, par
value $.01 per share, of the Company.
5.1 Form of Opinion of Wachtell, Lipton, Rosen & Katz,
counsel to the Company, regarding the validity of the
securities being issued.
23.1 Consent of Price Waterhouse LLP, Independent
Accountants.
23.2 Consent of KPMG Peat Marwick LLP, Independent
Accountants.
23.3 Consent of Blum Shapiro and Company, P.C., Independent
Accountants.
23.4 Consent of Wachtell, Lipton, Rosen & Katz (contained in
Exhibit 5.1).
24.1 Power of Attorney (included on signature page hereof).
(b) Financial Statement Schedules
Either not applicable or shown in the financial statements or
notes thereto
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended (the
"Securities Act");
II-2<PAGE>
(ii) to reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement;
(iii) to include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(4) For purposes of determining any liability under the
Securities Act, the information omitted from the form of
Prospectus filed as part of this Registration Statement in
reliance upon Rule 430A and contained in a form of Prospectus
filed by Registrant pursuant to Rule 424(b) (1) or (4) or 497
(h) under the Securities Act shall be deemed to be part of
this Registration Statement as of the time it was declared
effective.
(5) For purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act)
that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under
the Securities Act may be permitted as to directors,
officers, and controlling persons of the Registrant pursuant
to the Delaware General Corporation Law, the Restated
Certificate of Incorporation or the Amended and Restated By-
laws of Registrant, indemnification agreements entered into
between Registrant and its officers and directors, or
otherwise, Registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the pay-
ment by Registrant of expenses incurred or paid by a
director, officer, or controlling person of Registrant in the
successful defense of any action, suit, or proceeding) is
asserted by such director, officer, or controlling person in
connection with the securities being registered, Registrant
will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed
in the Act and will be governed by the final adjudication of
such issue.
II-3<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Columbia, State of Maryland, on May 15, 1997.
JP FOODSERVICE, INC.
(Registrant)
By /s/ JAMES L. MILLER
James L. Miller
President and Chief Executive Officer
(Duly Authorized Officer)
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints James L. Miller,
Lewis Hay, III and David M. Abramson, and each of them, as his
true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and
necessary to be done in connection therewith and about the
premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities indicated on the date indicated.
May 15, 1997 /s/ JAMES L. MILLER
James L. Miller, Chairman of
the Board, President and Chief
Executive Officer Principal
Executive Officer)
May 15, 1997 /s/ LEWIS HAY, III
Lewis Hay, III, Director,
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
May 15, 1997 /s/ GEORGE T. MEGAS
George T. Megas, Vice President
- Finance
(Principal Accounting Officer)
May 15, 1997
Michael J. Drabb, Director
II-4<PAGE>
May 15, 1997 /s/ DAVID M. ABRAMSON
David M. Abramson,
Director, Senior Vice
President and General Counsel
May 15, 1997
Eric E. Glass, Director
May 15, 1997 /s/ MARK P. KAISER
Mark P. Kaiser, Director
Senior Vice President
Sales, Marketing and
Procurement
May 15, 1997 /s/ PAUL I. LATTA
Paul I. Latta, Director
May 15, 1997 /s/ DEAN R. SILVERMAN
Dean R. Silverman, Director
May 15, 1997
Jeffrey D. Serkes, Director
II-5<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBITS
3.1 Restated Certificate of Incorporation of the Company.
Filed as Exhibit 3.1 to the Company's Registration
Statement on Form S-3 dated October 11, 1996 (File No.
333-14039) and incorporated herein by reference.
3.2 Amended and Restated By-Laws of the Company. Filed as
Exhibit 3.2 to the Company's Registration Statement on
Form S-3 dated October 11, 1996 (File No. 333-14039) and
incorporated herein by reference.
4.1 Specimen certificate representing common stock, par value
$.01 per share, of the Company.
5.1 Opinion of Wachtell, Lipton, Rosen & Katz, counsel to the
Company, regarding the validity of the securities being
issued.
23.1 Consent of Price Waterhouse LLP, Independent Accountants.
23.2 Consent of KPMG Peat Marwick LLP, Independent
Accountants.
23.3 Consent of Blum Shapiro and Company, P.C., Independent
Accountants.
23.4 Consent of Wachtell, Lipton, Rosen & Katz (contained in
Exhibit 5.1).
24.1 Power of Attorney (included on signature page hereof).
II-6
EXHIBIT 4.1
[BORDER]
[BOX] [BOX]
JP
NJP FOODSERVICE, INC. (R)
Incorporated Under the Laws of the State of Delaware
JP FOODSERVICE, INC.
COMMON STOCK
CUSIP 466232 10 5
See Reverse For Certain Definitions
THIS IS TO CERTIFY THAT
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, PAR
VALUE $0.01 PER SHARE, OF
JP Foodservice, Inc. transferable only on the books of the Cor-
poration by the holder hereof in person or by duly authorized
Attorney upon surrender of this Certificate properly endorsed.
This Certificate is not valid unless countersigned and regis-
tered by the Transfer Agent and Registrar.
In Witness Whereof, the Corporation has caused this Certificate
to be executed and attested to by the manual or facsimile sig-
natures of its duly authorized officers, under a facsimile of
its corporate seal to be affixed hereto.
Dated:
[CORPORATE SEAL]<PAGE>
JP FOODSERVICE, INC.
Countersigned and Registered:
The Bank of New York
TRANSFER AGENT
AND REGISTRAR
BY
AUTHORIZED SIGNATURE
/s/ James L. Miller
CHAIRMAN OF THE BOARD OF DIRECTORS,
PRESIDENT AND CHIEF EXECUTIVE OFFICER
/s/ LEWIS HAY III
SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER,
TREASURER
[Image of Woman]<PAGE>
Upon request, the Corporation will furnish any holder of
shares of Common Stock of the Corporation, without charge, with
a full statement of the powers, designations, preferences and
relative, participating, optional or other special rights of
any class or series of capital stock of the Corporation, and
the qualifications, limitations or restrictions of such prefer-
ences and/or rights.
The following abbreviations, when used in the inscription
on the face of this Certificate, shall be construed as though
they were written out in full according to applicable laws or
regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not
as tenants in common
UNIF GIFT MIN ACT - __________ Custodian __________
(Cust) (Minor)
under Uniform Gifts to Minors
Act________________________________
(State)
Additional abbreviations may also be used though not in the
above list.
For value received _________________________________ hereby
sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
(Please print or typewrite name and address, including postal
zip code of assignee)
______________________ Shares of Common Stock represented by
the within Certificate, and do hereby irrevocably constitute
and appoint
______________________________________________________ Attorney<PAGE>
to transfer the said Stock on the books of the within named
Corporation with full power of substitution in the premises.
Dated _______________, 19___
In presence of
_________________________________
_________________________________
NOTICE: The signature to this assignment must correspond with
the name as written upon the face of this Certificate in every
particular, without alteration or enlargement or any change
whatsoever.
Signature(s) Guaranteed:
_________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS
AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM) PURSUANT TO SEC RULE 17Ad-15.
This Certificate also evidences and entitles the holder hereof
to certain rights as set forth in a Rights Agreement between JP
Foodservice, Inc. and The Bank of New York, dated as of Febru-
ary 19, 1996 (as the same may be amended from time to time, the
"Rights Agreement"), the terms of which are hereby incorporated
herein by reference and a copy of which is on file at the prin-
cipal executive offices of JP Foodservice, Inc. Under certain
circumstances, as set forth in the Rights Agreement, such
Rights will be evidenced by separate certificates and will no
longer be evidenced by this certificate. JP Foodservice, Inc.
will mail to the holder of this certificate a copy of the
Rights Agreement without charge after receipt of a written re-
quest therefor. Under certain circumstances, as set forth in
the Rights Agreement, Rights issued to any Person who becomes
an Acquiring Person (as defined in the Rights Agreement) and
certain transferees thereof may become null and void.
EXHIBIT 5.1
[Letterhead of Wachtell, Lipton, Rosen & Katz]
, 1997
JP Foodservice, Inc.
9380 Patuxent Woods Drive
Columbia, MD 21046
Ladies and Gentlemen:
We have acted as special counsel to JP Foodservice, Inc.,
a Delaware corporation (the "Company"), in connection with the
registration of 79,250 shares of common stock, par value $0.01
per share, of the Company (the "Shares"), under the Securities
Act of 1933, as amended, on Form S-3 filed with the Securities
and Exchange Commission (the "Commission") on May 15, 1997 (the
"Registration Statement").
In connection with our rendering this opinion, we have
reviewed (i) the Restated Certificate of Incorporation and the
Amended and Restated By-Laws of the Company; (ii) the
Registration Statement; (iii) certain resolutions adopted or to
be adopted by the Board of Directors of the Company; and (vi)
such other documents, records and papers as we have deemed
necessary or appropriate in order to give the opinions set
forth herein. We have relied as to factual matters on
certificates or other documents furnished by the Company or its
officers and by governmental authorities and upon such other
documents and data that we have deemed appropriate. We have
assumed the authenticity of all documents submitted to us as
originals and the conformity to original documents of all docu-
ments submitted to us as copies.
We are not members of the Bar of any jurisdiction other
than the State of New York and, with your consent, we are
opining herein as to the effect on the subject transaction only
of the General Corporation Law of the State of Delaware, and we
express no opinion with respect to the applicability thereto,
or the effect thereon, of any other laws or the laws of any
other jurisdiction.
Based on such examination and review, and subject to the
foregoing, we are of opinion that the Shares have been duly
authorized and are validly issued, fully paid and non-
assessable.<PAGE>
JP Foodservice, Inc.
, 1997
Page 2
We consent to the use of this opinion as an exhibit to
the Registration Statement and further consent to the use of
our name wherever appearing in the Registration Statement,
including the Prospectus constituting a part thereof and any
amendments thereto.
Very truly yours,
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Prospectus constituting part of this Registration Statement on
Form S-3 of JP Foodservice, Inc. of our report dated August 2,
1996, except as to Note 16, which is as of September 10, 1996
and except as to the pooling of interests with Valley
Industries, Inc. and with Squeri Foods, Inc. which is as of
November 14, 1996, which appears on page F-1 of JP Foodservice,
Inc.'s Annual Report on Form 10-K for the year ended June 29,
1996. We also consent to the reference to us under the heading
"Experts" in such Prospectus.
PRICE WATERHOUSE LLP
Linthicum, Maryland
May 15, 1997
EXHIBIT 23.2
[KPMG PEAT MARWICK LLP LETTERHEAD]
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Valley Industries, Inc.
and Z Leasing Company:
We consent to the use of our reports on the combined financial
statements of Valley Industries, Inc. and Z Leasing Company,
incorporated herein by reference, and to the reference to our
firm under the heading "Experts" in the registration statement
of JP Foodservice, Inc.
KPMG PEAT MARWICK LLP
Baltimore, Maryland
May 15, 1997
EXHIBIT 23.3
[BLUM SHAPIRO & COMPANY LETTERHEAD]
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
JP Foodservice, Inc.:
We consent to the use of our reports incorporated herein by
reference and to the reference to our firm under the heading
"Experts" in the registration statement.
BLUM SHAPIRO AND COMPANY P.C.
West Hartford, Connecticut
May 15, 1997
