JP FOODSERVICE INC
8-K, 1997-01-07
GROCERIES, GENERAL LINE
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                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                             -----------------------

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


       Date of Report (Date of earliest event reported): JANUARY 2, 1997



                              JP FOODSERVICE, INC.
               (Exact Name of Registrant as Specified in Charter)




<TABLE>
<S>                                             <C>                                <C>
                DELAWARE                                0-24954                               52-1634568
(State or Other Jurisdiction of Incorporation)  (Commission File Number)           (IRS Employer Identification No.)

</TABLE>









                            9830 PATUXENT WOODS DRIVE
                            COLUMBIA, MARYLAND 21046


       (Address of Principal Executive Offices)              (ZIP Code)










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



          (Former Name or Former Address, if Changed Since Last Report)







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     Item  4.   Changes in Registrant's Certifying Accountants

     (a)   Previous independent accountants

           (i)    On January 2, 1997, JP Foodservice, Inc. dismissed Price
                  Waterhouse LLP as its independent accountants.

           (ii)   The reports of Price Waterhouse LLP on the financial
                  statements for the past two fiscal years contained no adverse
                  opinion or disclaimer of opinion and were not qualified or
                  modified as to uncertainty, audit scope or accounting
                  principle.

           (iii)  The Registrant's Audit Committee participated in and approved
                  the decision to change independent accountants.

           (iv)   In connection with its audits for the two most recent fiscal
                  years and through January 2, 1997, there have been no
                  disagreements with Price Waterhouse LLP on any matter of
                  accounting principles or practices, financial statement
                  disclosure, or auditing scope or procedure, which
                  disagreements if not resolved to the satisfaction of Price
                  Waterhouse LLP, would have caused them to make reference
                  thereto in their report on the financial statements for such
                  years.

           (v)    During the two most recent fiscal years and through January 2,
                  1997, there have been no reportable events (as defined in
                  Regulation S-K Item 304(a)(1)(v)).

           (vi)   The Registrant has requested that Price Waterhouse LLP furnish
                  it with a letter addressed to the SEC stating whether or not
                  it agrees with the above statements. A copy of such letter is
                  filed as Exhibit A to this Form 8-K.

     (b)   New independent accountants

           (i)    The Registrant engaged KPMG Peat Marwick LLP as its new
                  independent accountants as of January 2, 1997. During the two
                  most recent fiscal years and through January 2, 1997, the
                  Registrant has not consulted with KPMG Peat Marwick LLP on
                  items which (1) were or should have been subject to SAS 50 or
                  (2) concerned the subject matter of a disagreement or
                  reportable event with the former auditor, (as described in
                  Regulation S-K Item 304(a)(2)).

     Item 7.      Financial Statements, Pro Forma Financial Information and 
                  Exhibits.

      (c)  Exhibits. The following exhibits are filed with this report, and the
           foregoing description is modified by reference to such exhibits:

           (A)    Letter from Price Waterhouse LLP, former auditor

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                                   SIGNATURES

                  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.


                              /s/ Lewis Hay III
                              -------------------------
                              Lewis Hay III, Director
                              Senior Vice President and Chief Financial Officer


Date:  January 7, 1997


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     January 7, 1997                                    Exhibit A


     Securities and Exchange Commission
     450 Fifth Street, N.W.
     Washington, D.C.  20549

     Ladies and Gentlemen:

     We have read Item 4 of JP Foodservice, Inc.'s Form 8-K dated January 2,
     1997 and are in agreement with the statements contained in paragraph 4(a)
     therein.

     Yours very truly,

     /s/ Price Waterhouse LLP
     Price Waterhouse LLP



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