<PAGE>
As filed with the Securities and Exchange Commission on December 23, 1997
Registration No. 333-
-------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
JP Foodservice, Inc.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 52-1634568
--------------------------------- -------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
9830 Patuxent Woods Drive
Columbia, Maryland 21046
(Address of principal executive offices)
1980 Stock Option Plan
1988 Stock Option and Compensation Plan, as amended
Rykoff-Sexton, Inc. 1993 Director Stock Option Plan
1995 Key Employees Stock Option and Compensation Plan
Amended and Restated US Foodservice Inc. 1992 Stock Option Plan
Amended and Restated US Foodservice Inc. 1993 Stock Option Plan
Amended and Restated Management Stock Option Plan of WS Holdings Corporation
(Full title of the plans)
David M. Abramson
Senior Vice President and General Counsel
JP Foodservice, Inc.
9830 Patuxent Woods Drive
Columbia, Maryland 21046
(410) 312-7100
- -------------------------------------------------------------------------------
(Name, address and telephone number, including area code, of agent for service)
Copy to:
Richard J. Parrino, Esq.
Hogan & Hartson L.L.P.
555 Thirteenth Street, N.W.
Washington, D.C. 20004-1109
(202) 637-5600
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================================================
Proposed Proposed
Title of securities Amount to be maximum offering maximum aggregate Amount of
to be registered registered (1) price per share offering price registration fee (2)
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $.01 9,932 (3) $25.497 $ 253,236.20 $ 74.70
===========================================================================================================================
Common Stock,
par value $.01 928,956 (4) $33.387 $31,015,054.00 $9,149.44
===========================================================================================================================
Common Stock,
par value $.01 140,759 (5) $33.387 $ 4,699,520.70 $1,386.36
===========================================================================================================================
Common Stock,
par value $.01 35,650 (6) $29.839 $ 1,063,760.40 $ 313.81
===========================================================================================================================
Common Stock,
par value $.01 125,286 (7) $13.600 $ 1,703,889.60 $ 502.65
===========================================================================================================================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
===========================================================================================================================
Proposed Proposed
Title of securities Amount to be maximum offering maximum aggregate Amount of
to be registered registered (1) price per share offering price registration fee (2)
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $.01 137,451 (8) $20.348 $2,796,852.90 $ 825.07
===========================================================================================================================
Common Stock,
par value $.01 94,235 (9) $12.142 $1,144,201.40 $ 337.54
===========================================================================================================================
Total 1,472,269 $42,676,515.20 $12,589.57
===========================================================================================================================
</TABLE>
(1) Pursuant to Rule 416, this Registration Statement covers, in addition to
the number of shares of Common Stock stated, an indeterminate number of shares
of Common Stock which by reason of certain events specified in each plan may
become subject to such plans.
(2) Estimated pursuant to Rule 457(h) solely for purposes of calculating the
amount of the registration fee.
(3) Represents the number of shares of Common Stock that may be purchased upon
the exercise of stock options outstanding as of the date hereof under the 1980
Stock Option Plan, as assumed by the Registrant.
(4) Represents the number of shares of Common Stock that may be purchased upon
the exercise of stock options outstanding as of the date hereof under the 1988
Stock Option and Compensation Plan, as assumed by the Registrant.
(5) Represents the number of shares of Common Stock that may be purchased upon
the exercise of stock options outstanding as of the date hereof under the
Rykoff-Sexton, Inc. 1993 Director Stock Option Plan, as assumed by the
Registrant.
(6) Represents the number of shares of Common Stock that may be purchased upon
the exercise of stock options outstanding as of the date hereof under the 1995
Key Employees Stock Option and Compensation Plan, as assumed by the Registrant.
(7) Represents the number of shares of Common Stock that may be purchased upon
the exercise of stock options outstanding as of the date hereof under the
Amended and Restated US Foodservice Inc. 1992 Stock Option Plan, as assumed by
the Registrant.
(8) Represents the number of shares of Common Stock that may be purchased upon
the exercise of stock options outstanding as of the date hereof under the
Amended and Restated US Foodservice Inc. 1993 Stock Option Plan, as assumed by
the Registrant.
(9) Represents the number of shares of Common Stock that may be purchased upon
the exercise of stock options outstanding as of the date hereof under the
Amended and Restated Management Stock Option Plan of WS Holdings Corporation, as
assumed by the Registrant.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information*
Item 2. Registrant Information and Employee Plan Annual Information*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance
with Rule 428 under the Securities Act of 1933 and the Note to Part I
of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been filed by JP Foodservice, Inc.
(the "Company" or the "Registrant") with the Commission are hereby incorporated
herein by reference.
(a) the Company's Annual Report on Form 10-K for the fiscal year ended
June 28, 1997, as amended by Form 10-K/A-1 filed on October 24, 1997;
(b) the Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended September 27, 1997;
(c) the Company's Current Reports on Form 8-K dated June 30, 1997,
September 3, 1997, November 5, 1997 and November 26, 1997;
(d) the description of the Common Stock which is contained in the
Company's Registration Statement on Form 8-A filed pursuant to the Securities
Exchange Act of 1934 (the "Exchange Act") on December 19, 1996, including any
amendments or reports filed for the purpose of updating such description; and
(e) the description of the preferred share purchase rights attached to
the Common Stock which is contained in the Company's Registration Statement on
Form 8-A filed pursuant to the Exchange Act on December 19, 1996, including any
amendments or reports filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.
<PAGE>
In addition, any statement contained in a document incorporated or
deemed to be incorporated by reference into this Registration Statement will be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained in this Registration Statement or any
other subsequently filed document which also is or is deemed to be incorporated
into this Registration Statement modifies or supersedes that statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable. (The Common Stock is registered under Section 12 of
the Exchange Act.)
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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 person because of such person's service as a director, officer, employee or
agent of the corporation or 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 registrant's Amended and
Restated 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 persons acted in good faith and in
a manner he or she reasonably believed to be in or not opposed to the best
interests of the registrant and had no reason to believe that his 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 duty 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 Company 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
<PAGE>
174 of the DGCL or (iv) for any transaction from which the director derived an
improper personal benefit.
The registrant maintains directors and officers liability insurance,
which covers directors and officers of the registrant against certain claims or
liabilities arising out of the performance of their duties.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Rykoff-Sexton, Inc. 1980 Stock Option Plan (incorporated by
reference from Rykoff-Sexton, Inc.'s Report on Form 10-K
(Exchange Act File No. 0-8105) for the fiscal year ended May 1,
1993, as amended (the "1993 10-K")).
4.2 Rykoff-Sexton, Inc. 1988 Stock Option and Compensation Plan, as
amended (incorporated by reference from the 1993 10-K).
4.3 Rykoff-Sexton, Inc. 1993 Director Stock Option Plan
(incorporated by reference from Rykoff-Sexton, Inc.'s Report on
Form 10-Q for the quarter ended October 30, 1993).
4.4 1995 Key Employees Stock Option Agreement (incorporated by
reference from Rykoff-Sexton, Inc.'s Registration Statement on
Form S-4 (the "S-4"), as filed with the Securities and Exchange
Commission on April 2, 1996, Registration No. 333-02715).
4.5 Amended and Restated US Foodservice Inc. 1992 Stock Option Plan
(incorporated by reference from Rykoff-Sexton, Inc.'s
Registration Statement on Form S-8 dated May 17, 1996, as
amended (the "1996 S-8")).
4.6 Amended and Restated US Foodservice Inc. 1993 Stock Option Plan
(incorporated by reference from the 1996 S-8).
4.7 Amended and Restated Management Stock Option Plan of WS Holdings
Corporation (incorporated by reference from the 1996 S-8).
5.1 Opinion of Hogan & Hartson L.L.P. with respect to the legality
of the Common Stock registered hereby.
23.1 Consents of KPMG Peat Marwick LLP.
23.2 Consent of Price Waterhouse L.L.P.
<PAGE>
23.3 Consent of Hogan & Hartson L.L.P. (contained in its opinion
filed as Exhibit 5.1 to this Registration Statement).
24 Power of Attorney (included in the signature page to this
Registration Statement).
Item 9. UNDERTAKINGS.
(a) The 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 (the "Securities Act");
(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;
and
(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.
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act, that are incorporated by reference in this 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.
(b) The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in this 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.
<PAGE>
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than for the payment by the Registrant of
expenses incurred or paid by a director, officer or controlling person of the
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, the 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 of whether such indemnification by it
is against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
<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-8 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 this 23rd day of
December, 1997.
JP FOODSERVICE, INC.
By: /s/ James L. Miller
-------------------------------------
James L. Miller
President and Chief Executive Officer
(Duly Authorized Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James L. Miller, Lewis Hay, III and
George T. Megas, jointly and severally, each in his own capacity, his true and
lawful attorneys-in-fact, with full power of substitution, for him and 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, with full power and authority to
do so and perform each and every act and thing requisite and necessary to be
done in 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 of any of them, or his or their 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 below, on this 23rd day of December, 1997.
Signature Title
--------- -----
/s/ James L. Miller
- -------------------------- President, Chairman and
James L. Miller Chief Executive Officer
(Principal Executive Officer)
/s/ Lewis Hay, III
- -------------------------- Executive Vice President and
Lewis Hay, III Chief Financial Officer
(Principal Financial Officer)
/s/ George T. Megas
- -------------------------- Vice President-Finance
George T. Megas (Principal Accounting Officer)
<PAGE>
- -------------------------- Director
Matthias B. Bowman
/s/ Michael J. Drabb
- -------------------------- Director
Michael J. Drabb
- -------------------------- Director
Albert J. Fitzgibbons
/s/ David M. Abramson
- -------------------------- Director
David M. Abramson
/s/ Eric E. Glass
- -------------------------- Director
Eric E. Glass
/s/ Mark P. Kaiser
- -------------------------- Director
Mark P. Kaiser
/s/ Paul I. Latta, Jr.
- -------------------------- Director
Paul I. Latta, Jr.
/s/ Dean R. Silverman
- -------------------------- Director
Dean R. Silverman
- -------------------------- Director
James I. Maslon
- -------------------------- Director
James P. Miscoll
/s/ Jeffrey D. Serkes
- -------------------------- Director
Jeffrey D. Serkes
- -------------------------- Director
Neil I. Sell
- -------------------------- Director
Mark Van Stekelenburg
- -------------------------- Director
Bernard Sweet
<PAGE>
EXHIBIT INDEX
4.1 Rykoff-Sexton, Inc. 1980 Stock Option Plan (incorporated by
reference from Rykoff-Sexton, Inc.'s Report on Form 10-K
(Exchange Act File No. 0-8105) for the fiscal year ended May
1, 1993, as amended (the "1993 10-K")).
4.2 Rykoff-Sexton, Inc. 1988 Stock Option and Compensation Plan, as
amended (incorporated by reference from the 1993 10-K).
4.3 Rykoff-Sexton, Inc. 1993 Director Stock Option Plan
(incorporated by reference from Rykoff-Sexton, Inc.'s Report on
Form 10-Q for the quarter ended October 30, 1993).
4.4 1995 Key Employees Stock Option Agreement (incorporated by
reference from Rykoff-Sexton, Inc.'s Registration Statement on
Form S-4 (the "S-4"), as filed with the Securities and Exchange
Commission on April 2, 1996, Registration No. 333-02715).
4.5 Amended and Restated US Foodservice Inc. 1992 Stock Option Plan
(incorporated by reference from Rykoff-Sexton, Inc.'s
Registration Statement on Form S-8 dated May 17, 1996, as
amended (the "1996 S-8")).
4.6 Amended and Restated US Foodservice Inc. 1993 Stock Option Plan
(incorporated by reference from the 1996 S-8).
4.7 Amended and Restated Management Stock Option Plan of WS
Holdings Corporation (incorporated by reference from the 1996
S-8).
5.1 Opinion of Hogan & Hartson L.L.P. with respect to the legality
of the Common Stock registered hereby.
23.1 Consent of KPMG Peat Marwick L.L.P.
23.2 Consent of Price Waterhouse L.L.P.
23.3 Consent of Hogan & Hartson L.L.P. (contained in its opinion
filed as Exhibit 5.1 to this Registration Statement).
24 Power of Attorney (included in the signature page to this
Registration Statement).
<PAGE>
[Hogan & Hartson L.L.P. Letterhead]
December 23, 1997
Board of Directors
JP Foodservice, Inc.
9830 Patuxent Woods Drive
Columbia, Maryland 21046
Members of the Board of Directors:
This firm has acted as special counsel to JP Foodservice, Inc. (the
"Company"), a Delaware corporation, in connection with its registration,
pursuant to a registration statement on Form S-8 filed on or about the date
hereof (the "Registration Statement"), of 1,472,269 shares of common stock, par
value $.01 per share, of the Company (the "Shares"), issuable upon the exercise
of options granted under the 1980 Stock Option Plan, the 1988 Stock Option and
Compensation Plan, the Rykoff-Sexton, Inc. 1993 Director Stock Option Plan, the
1995 Key Employees Stock Option and Compensation Plan, the Amended and Restated
US Foodservice Inc. 1992 Stock Option Plan, the Amended and Restated US
Foodservice Inc. 1993 Stock Option Plan, the Amended and Restated Management
Stock Option Plan of WS Holdings Corporation (together, the "Stock Option
Plans"). This letter is furnished to you pursuant to the requirements of Item
601(b)(5) of Regulation S-K, 17 C.F.R. (S) 229.601(b)(5), in connection with
such registration.
For purposes of this opinion letter, we have examined copies of the
following documents:
1. An executed copy of the Registration Statement.
2. A copy of the Stock Option Plans, as certified by the Secretary of
the Company on the date hereof as then being complete, accurate
and in effect.
3. The Restated Certificate of Incorporation of the Company, as
certified by the Secretary of State of the State of
<PAGE>
Board of Directors
December 23, 1997
Page 2
Delaware on December 10, 1997 and by the Secretary of the Company
on the date hereof as then being complete, accurate and in effect.
4. The Amended and Restated Bylaws of the Company, as certified by
the Secretary of the Company on the date hereof as then being
complete, accurate and in effect.
5. Resolutions of the Board of Directors of the Company adopted on
June 29, 1997 and December 23, 1997, as certified by the
Secretary of the Company on the date hereof as then being
complete, accurate and in effect.
We have not, except as specifically identified above, made any
independent review or investigation of factual or other matters, including the
organization, existence, good standing, assets, business or affairs of the
Company or its subsidiaries. In our examination of the aforesaid certificates,
records, and documents, we have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity, accuracy and completeness
of all documents submitted to us as originals, and the authenticity, accuracy
and completeness and conformity with the original documents of all documents
submitted to us as certified, telecopied, photostatic, or reproduced copies. We
have assumed the authenticity and accuracy of the foregoing certifications of
corporate officers, on which we are relying, and have made no independent
investigations thereof. This opinion is given in the context of the foregoing.
This opinion letter is based as to matters of law solely on the
General Corporation Law of the State of Delaware. We express no opinion herein
as to any other laws, statutes, regulations, or ordinances.
Based upon, subject to, and limited by the foregoing, we are of the
opinion that the Shares, when issued and delivered in the manner and on the
terms contemplated in the Registration Statement and the Stock Option Plans
(with the Company having received the consideration therefor, the form of which
is in accordance with applicable law), will be validly issued, fully paid and
non-assessable by the Company.
<PAGE>
Board of Directors
December 23, 1997
Page 3
We assume no obligation to advise you of any changes in the foregoing
subsequent to the delivery of this opinion letter. This opinion letter has been
prepared solely for your use in connection with the filing of the Registration
Statement on the date of this letter, and should not be quoted in whole or in
part or otherwise be referred to, nor be filed with or furnished to any
governmental agency or other person or entity, without the prior written consent
of this firm.
We hereby consent to the filing of this opinion letter as Exhibit 5.1
to the Registration Statement. In giving this consent, we do not thereby admit
that we are an "expert" within the meaning of the Securities Act of 1933, as
amended.
Very truly yours,
/s/ Hogan & Hartson L.L.P.
HOGAN & HARTSON L.L.P.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
JP Foodservice, Inc.:
We consent to the incorporation by reference in the registration statement of JP
Foodservice, Inc. on Form S-8 of our report dated August 11, 1997, with respect
to the consolidated balance sheet of JP Foodservice, Inc. and Subsidiaries as of
June 28, 1997 and the related consolidated statements of operations,
stockholders' equity and cash flows for the year then ended, which report
appears in JP Foodservice Inc.'s Annual Report on Form 10-K for the fiscal year
ended June 28, 1997, incorporated by reference in the registration statement.
/s/ KPMG Peat Marwick LLP
KPMG PEAT MARWICK LLP
Baltimore, Maryland
December 18, 1997
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Valley Industries, Inc. and
Z Leasing Company:
We consent to the incorporation by reference in the registration statement of JP
Foodservice, Inc. on Form S-8 of our report dated June 17, 1996, with respect to
the combined balance sheets of Valley Industries, Inc. and Subsidiaries and Z
Leasing Company (A General Partnership) as of January 31, 1996 and the related
combined statements of earnings, stockholders' and partners' equity, and cash
flows for each of the years in the two-year period ended January 31, 1996, which
report appears in JP Foodservice, Inc.'s Annual Report on Form 10-K for the
fiscal year ended June 28, 1997, incorporated by reference in the registration
statement.
/s/ KPMG Peat Marwick LLP
KPMG PEAT MARWICK LLP
Baltimore, Maryland
December 18, 1997
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 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 Food
Service, Inc. which is as of November 14, 1996, appearing on page F-2 of JP
Foodservice, Inc.'s Annual Report on Form 10-K for the year ended June 28, 1997.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Linthicum, Maryland
December 18, 1997
