JP FOODSERVICE INC
8-K, 1997-05-29
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): May 15, 1997



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



         Delaware                   0-24954               52-1634568
- -----------------------------     -----------        --------------------
(State or Other Jurisdiction      (Commission           (IRS Employer
  of Incorporation)               File Number)        Identification No.)









              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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<PAGE>



     Item  5.     Other Events

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

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<PAGE>



                                    SIGNATURE

                  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.


Date:  May 29, 1997          /s/ Lewis Hay III
                             -------------------------
                             Lewis Hay III, Director
                             Senior Vice President and
                             Chief Financial Officer




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<PAGE>


                                                                   Attachment A
JP Logo
- --------------------------------------------------------------------------------

JP FOODSERVICE, INC.                               News Release
9830 Patuxent Woods Drive                          For More Information Contact:
Columbia, MD  21046                                Lewis Hay, III
(410) 312-7100                                     Chief Financial Officer


                     JP FOODSERVICE AND MAZO-LERCH ANNOUNCE
                           SIGNING OF LETTER OF INTENT
                           ---------------------------

          Columbia, Maryland, May 15, 1997 - JP Foodservice,  Inc. ("JP") (NYSE:
     JPF) and Mazo-Lerch Company,  Inc.  ("Mazo-Lerch") of Alexandria,  Virginia
     announced  today  that JP and  Mazo-Lerch  have  signed a letter  of intent
     providing for JP's merger with  Mazo-Lerch.  Mazo-Lerch is an  independent,
     broadline  foodservice   distributor  serving  the  District  of  Columbia,
     Virginia,  Maryland,  Delaware,  southern New Jersey,  and  northern  North
     Carolina  markets.  Mazo-Lerch  is a  family-owned  and operated  business,
     founded in 1927.  Senior  management of Mazo-Lerch will continue as part of
     the JP management team. Mazo-Lerch was ranked as the 45th largest broadline
     distributor in the United States in 1996.

          Commenting on the  transaction,  Jim Miller,  Chairman,  President and
     Chief  Executive  Officer  of JP,  stated,  "We are  delighted  to  welcome
     Mazo-Lerch into the JP family. Mazo-Lerch has an outstanding reputation for
     providing quality foodservice products and excellent service in the greater
     Baltimore/Washington,  D.C.  area.  The joining of forces of Mazo-Lerch and
     JP's existing  Baltimore/Washington  branch will serve to  strengthen  JP's
     presence and capabilities in one of the largest  foodservice markets in the
     United  States.  We are  pleased to  continue  our  successful  acquisition
     strategy  with  Mazo-Lerch  being the fourth Top 50 company to join  forces
     with JP in the current fiscal year."

          Mr. Robert Lerch,  President of  Mazo-Lerch,  stated,  "We welcome the
     opportunity of joining forces with JP, a company that continually proves to
     be one of the most dynamic forces in the industry.  JP's financial strength
     and business resources will enable Mazo-Lerch to provide a broader array of
     products and services to our existing  customer  base and to pursue  market
     share growth and extend our distribution radius."

          Completion  of the  merger is subject to  corporate  approval  by both
     companies,  finalization of definitive  documentation,  regulatory approval
     and other  customary  conditions.  The  Closing is  expected  to take place
     before the end of June 1997.

          JP  is  a  leading   distributor  of  food  and  related  products  to
     restaurants   and   institutional   foodservice   establishments   in   the
     Mid-Atlantic,  Midwestern,  Northeastern  and Western regions of the United
     States.  JP markets and  distributes  30,000  national,  private  label and
     signature  brand  items to over  34,000  foodservice  customers,  including
     restaurants,  hotels,  healthcare  facilities,  cafeterias and schools, and
     employs over 3,500  foodservice  professionals.  JP's diverse customer base
     encompasses  both independent and chain  businesses,  including Old Country
     Buffet,  Perkins  Family  Restaurants,   Subway,  Eurest  Dining  Services,
     Pizzeria Uno and Ruby Tuesdays.

          The   statement   in  this  press   release   regarding   management's
     expectations  concerning  the  transaction  constitute  a  "forward-looking
     statement"  within the meaning of Section 27A of the Securities Act of 1933
     and Section 21E of the Securities Exchange Act of 1934. Such statements are
     subject to risks and  uncertainties  that could cause the Company's  actual
     operating  results  to differ  materially.  Such  risks  and  uncertainties
     include the sensitivity of the Company's  business to national and regional
     economic conditions, the effects of inflation and deflation in food prices,
     the  highly  competitive  markets  in which the  Company  operates  and the
     Company's  ability to  implement  a  successful  acquisition  program.  The
     Company's current Report on Form 8-K filed with the Securities and Exchange
     Commission on April 23, 1997 discusses  some of the important  factors that
     could cause JP's  actual  results to differ  materially  from those in such
     forward-looking statements.

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