<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------------
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
(X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the year ended December 31, 1996
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from ______________ to _______________
Commission file number 33-81011
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below.
JP Foodservice, Inc. 401(k) Retirement Savings Plan
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
JP Foodservice, Inc.
9830 Patuxent Woods Drive
Columbia, Maryland 21046
<PAGE>
EXHIBITS
--------
Exhibit Description
Number of Exhibit
------ ----------
1 Consent of Price Waterhouse LLP, Independent
Accountants, Filed herewith.
SIGNATURES
----------
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
JP Foodservice, Inc.
401(k) Retirement Savings Plan
By: JP Foodservice Distributors, Inc.
Plan Administrator
Dated: June 30, 1997 By: /s/ George T. Megas
-----------------------
George T. Megas
Vice President, Finance
<PAGE>
JP Foodservice, Inc.
401(k) Retirement Savings Plan
Index
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Page
Financial Statements:
<S> <C>
Report of Independent Accountants 1
Statement of Net Assets Available for Benefits, with Fund Information 2-3
Statement of Changes in Net Assets Available for Benefits, with Fund
Information 4-5
Notes to Financial Statements 6-11
Additional Information:
Schedule I - Schedule of Assets Held for Investment Purposes 12
Schedule II - Schedule of Reportable Transactions 13
</TABLE>
<PAGE>
Price Waterhouse LLP [LOGO OF PRICE WATERHOUSE APPEARS HERE]
Report of Independent Accountants
June 18, 1997
To the Participants and Administrator
of the JP Foodservice 401(k) Retirement Savings Plan
In our opinion, the accompanying statements of net assets available for
benefits and the related statements of changes in net assets available for
benefits present fairly, in all material respects, the net assets
available for benefits of the JP Foodservice 401(k) Retirement and Savings
Plan at December 31, 1996 and 1995, and the changes in net assets
available for benefits for the years then ended, in conformity with
generally accepted accounting principles. These financial statements are
the responsibility of the Plan's management; our responsibility is to
express an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with generally
accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for the opinion expressed above.
Our audits were performed for the purpose of forming an opinion on the
basic financial statements taken as a whole. The additional information
included in the schedule of assets held for investment purposes and the
schedule of reportable transactions is presented for the purpose of
additional analysis and is not a required part of the basic financial
statements but is additional information required by the Employee
Retirement Income Security Act of 1974. The Fund Information in the
statements of net assets available for benefits and the statements of
changes in net assets available for benefits is presented for purposes of
additional analysis rather than to present the net assets available for
benefits and changes in net assets available for benefits of each fund.
The schedule of assets held for investment purposes, the schedule of
reportable transactions and the Fund Information have been subjected to
the auditing procedures applied in the audits of the basic financial
statements and, in our opinion, are fairly stated in all material respects
in relation to the basic financial statements taken as a whole.
/S/ Price Waterhouse LLP
<PAGE>
JP Foodservice, Inc.
401(k) Retirement Savings Plan
Statement of Net Assets Available for Benefits, with Fund Information
- --------------------------------------------------------------------------------
December 31, 1996
Fund Information
----------------
<TABLE>
<CAPTION>
Fidelity Fidelity Fidelity
Advisor Advisor Advisor INVESCO
Guaranteed Income & Growth Equity Industrial
Long-Term Growth Opportunities Growth Income
Fund Fund Fund Fund Fund
<C> <C> <C> <C> <C>
Assets
Investments, at fair value
CIGNA Guaranteed
Long-Term Account $9,405,646
CIGNA Fidelity Advisor
Income & Growth Account $1,133,363
CIGNA Fidelity Advisor Growth
Opportunities Account $4,443,052
CIGNA Fidelity Advisor Equity
Growth Account $3,669,064
CIGNA INVESCO Industrial
Income Account $4,477,163
CIGNA Founders Balanced Account
CIGNA Warburg Pincus Advisor
International Equity Account
JP Foodservice Common Stock
Participant notes receivable
Employer contributions receivable
Cash equivalents 77,484 4,677 41,060 37,092 31,562
---------- ---------- ---------- ---------- ----------
Net assets available for benefits $9,483,130 $1,138,040 $4,484,112 $3,706,156 $4,508,725
========== ========== ========== ========== ==========
<CAPTION>
Warburg
Pincus JP
Advisor Foodservice Participant
Founders International Common Notes
Balanced Equity Stock Receivable
Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C>
Assets
Investments, at fair value
CIGNA Guaranteed
Long-Term Account $9,405,646
CIGNA Fidelity Advisor
Income & Growth Account 1,133,363
CIGNA Fidelity Advisor Growth
Opportunities Account 4,443,052
CIGNA Fidelity Advisor Equity
Growth Account 3,669,064
CIGNA INVESCO Industrial
Income Account 4,477,163
CIGNA Founders Balanced Account $ 295,915 295,915
CIGNA Warburg Pincus Advisor
International Equity Account $1,417,886 1,417,886
JP Foodservice Common Stock $7,197,195 7,197,195
Participant notes receivable $ 24,546 24,546
Employer contributions receivable 1,831,727 1,831,727
Cash equivalents 17,427 18,995 21,443 249,740
---------- ---------- ---------- ---------- -----------
Net assets available for benefits $ 313,342 $1,436,881 $9,050,365 $ 24,546 $34,145,297
========== ========== ========== ========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE>
JP Foodservice, Inc.
401(k) Retirement Savings Plan
Statement of Net Assets Available for Benefits, with Fund Information
- --------------------------------------------------------------------------------
December 31, 1995
Fund Information
----------------
<TABLE>
<CAPTION>
Fidelity Fidelity Fidelity
Advisor Advisor Advisor
Guaranteed Income & Growth Equity
Long-Term Growth Opportunities Growth
Fund Fund Fund Fund
<S> <C> <C> <C> <C>
Assets
Investments, at fair value
CIGNA Guaranteed Long-Term Fund $ 9,141,646
CIGNA Fidelity Advisor
Income & Growth Account $ 1,004,346
CIGNA Fidelity Advisor
Growth Opportunities Account $ 3,700,822
CIGNA Fidelity Advisor Equity
Growth Account $ 2,583,572
CIGNA INVESCO Industrial
Income Account
CIGNA Warburg Pincus Advisor
International Equity Account
JP Foodservice Common Stock
Employer contributions receivable
Cash equivalents 85,437 18,445 41,571 32,043
----------- ------------ ----------- -----------
Net assets available for benefits $ 9,227,083 $ 1,022,791 $ 3,742,393 $ 2,615,615
=========== ============ =========== ===========
<CAPTION>
Warburg
Pincus
INVESCO Advisor JP Foodservice
Industrial International Common
Income Equity Stock
Fund Fund Fund Total
<S> <C> <C> <C> <C>
Assets
Investments, at fair value
CIGNA Guaranteed Long-Term Fund $ 9,141,646
CIGNA Fidelity Advisor
Income & Growth Account 1,004,346
CIGNA Fidelity Advisor
Growth Opportunities Account 3,700,822
CIGNA Fidelity Advisor Equity
Growth Account 2,583,572
CIGNA INVESCO Industrial
Income Account $ 3,836,306 3,836,306
CIGNA Warburg Pincus Advisor
International Equity Account $ 1,149,138 1,149,138
JP Foodservice Common Stock $ 3,486,000 3,486,000
Employer contributions receivable 1,302,871 1,302,871
Cash equivalents 32,877 18,897 16,784 246,054
-------------- ----------- ----------- -------------
Net assets available for benefits $ 3,869,183 $ 1,168,035 $ 4,805,655 $ 26,450,755
============== =========== =========== =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
JP Foodservice, Inc.
401(k) Retirement Savings Plan
Statement of Changes in Net Assets Available for Benefits, with Fund Information
- --------------------------------------------------------------------------------
Year Ended December 31, 1996
Fund Information
----------------
<TABLE>
<CAPTION>
Fidelity Fidelity Fidelity
Advisor Advisor Advisor INVESCO
Guaranteed Income & Growth Equity Industrial
Long-Term Growth Opportunities Growth Income
Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income
Interest $ 527,537
Net appreciation in fair value
of investments $ 88,453 $ 650,564 $ 449,633 $ 627,175
---------- ---------- ---------- ---------- ----------
527,537 88,453 650,564 449,633 627,175
Contributions
Employer
Employee 1,028,434 250,017 634,380 544,749 451,665
---------- ---------- ---------- ---------- ----------
1,028,434 250,017 634,380 544,749 451,665
---------- ---------- ---------- ---------- ----------
Total additions 1,555,971 338,470 1,284,944 994,382 1,078,840
Deductions from net assets attributed to:
Benefit payments 833,370 117,938 250,677 121,030 287,620
Transaction charge 17,226 567 4,146 606 1,050
Participant notes receivable terminated
due to withdrawal of participant
---------- ---------- ---------- ---------- ----------
Total deductions 850,596 118,505 254,823 121,636 288,670
Change in forfeiture reserve, net (76,755) (8,689) (30,015) (18,488) (52,710)
---------- ---------- ---------- ---------- ----------
Net increase prior to interfund transfers 628,620 211,276 1,000,106 854,258 737,460
Interfund transfers, net (372,573) (96,027) (258,387) 236,283 (97,918)
---------- ---------- ---------- ---------- ----------
Net increase 256,047 115,249 741,719 1,090,541 639,542
Net assets available for benefits
at beginning of the year 9,227,083 1,022,791 3,742,393 2,615,615 3,869,183
---------- ---------- ---------- ---------- ----------
Net assets available for benefits
at end of the year $9,483,130 $1,138,040 $4,484,112 $3,706,156 $4,508,725
========== ========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
Warburg
Pincus
Advisor JP Foodservice Participants
Founders International Common Notes
Balanced Equity Stock Receivable
Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income
Interest $ 469 $ 528,006
Net appreciation in fair value
of investments $ 7,880 $ 119,429 $ 2,106,808 4,049,942
---------- ---------- ----------- --------- -----------
7,880 119,429 2,106,808 469 4,577,948
Contributions
Employer 1,831,727 1,831,727
Employee 34,428 276,905 337,877 3,558,455
---------- ---------- ----------- --------- -----------
34,428 276,905 2,169,604 5,390,182
---------- ---------- ----------- --------- -----------
Total additions 42,308 396,334 4,276,412 469 9,968,130
Deductions from net assets attributed to:
Benefit payments 144,831 253,617 2,009,083
Transaction charge 804 10,292 34,691
Participant notes receivable terminated
due to withdrawal of participant 467 467
---------- ---------- ----------- --------- -----------
Total deductions 145,635 263,909 467 2,044,241
Change in forfeiture reserve, net (9,293) (33,397) (229,347)
---------- ---------- ----------- --------- -----------
Net increase prior to interfund transfers 42,308 241,406 3,979,106 2 7,694,542
Interfund transfers, net 271,034 27,440 265,604 24,544 -
---------- ---------- ----------- --------- -----------
Net increase 313,342 268,846 4,244,710 24,546 7,694,542
Net assets available for benefits
at beginning of the year - 1,168,035 4,805,655 - 26,450,755
---------- ---------- ----------- --------- -----------
Net assets available for benefits
at end of the year $ 313,342 $1,436,881 $ 9,050,365 $ 24,546 $34,145,297
========== ========== =========== ========= ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
JP Foodservice, Inc.
401(k) Retirement Savings Plan
Statement of Changes in Net Assets Available for Benefits, with Fund Information
- --------------------------------------------------------------------------------
Period April 1, 1995 to December 31, 1995
Fund Information
----------------
<TABLE>
<CAPTION>
Fidelity Fidelity Fidelity
Advisor Advisor Advisor
Guaranteed Income & Growth Equity
Long-Term Growth Opportunities Growth
Fund Fund Fund Fund
Additions to net assets attributed to:
Investment income
Interest $ 405,688
Net appreciation in fair
value of investments $ 89,962 $ 651,601 $ 461,414
----------- ----------- ----------- ------------
405,688 89,962 651,601 461,414
----------- ----------- ----------- ------------
Contributions
Employer
Employee 1,067,738 283,989 591,250 424,423
----------- ----------- ----------- ------------
1,067,738 283,989 591,250 424,423
Other additions 3,388
----------- ----------- ----------- ------------
Total additions 1,476,814 373,951 1,242,851 885,837
Deductions from net assets attributed to:
Benefit payments 642,559 48,669 188,676 125,285
Transaction charge 19,332 379 3,694 654
----------- ----------- ----------- ------------
Total deductions 661,891 49,048 192,370 125,939
Change in forfeiture reserve, net (218,098)
----------- ----------- ----------- ------------
Net increase prior to interfund transfers 596,825 324,903 1,050,481 759,898
Interfund transfers, net (718,063) (137,582) 87,399 418,840
Transfer from merged plan 11,416 8,395 12,944 8,612
----------- ----------- ----------- ------------
Net (decrease) increase (109,822) 195,716 1,150,824 1,187,350
Net assets available for benefits at beginning
of period 9,336,905 827,075 2,591,569 1,428,265
----------- ----------- ----------- ------------
Net assets available for benefits at end of
period $9,227,083 $ 1,022,791 $ 3,742,393 $ 2,615,615
=========== =========== =========== ============
<CAPTION>
Warburg
Pincus
INVESCO Advisor JP Foodservice
Industrial International Common
Income Equity Stock
Fund Fund Fund Total
<S> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income
Interest $ 405,688
Net appreciation in fair
value of investments $ 601,364 $ 150,856 $ 1,021,310 2,976,507
----------- ----------- ----------- ------------
601,364 150,856 1,021,310 3,382,195
----------- ----------- ----------- ------------
Contributions
Employer 1,522,154 1,522,154
Employee 419,974 263,330 305,233 3,355,937
----------- ----------- ----------- ------------
419,974 263,330 1,827,387 4,878,091
Other additions 50 3,438
----------- ----------- ----------- ------------
Total additions 1,021,338 414,186 2,848,747 8,263,724
Deductions from net assets attributed to:
Benefit payments 206,501 83,578 35,011 1,330,279
Transaction charge 1,423 770 14,276 40,528
----------- ----------- ----------- ------------
Total deductions 207,924 84,348 49,287 1,370,807
Change in forfeiture reserve, net (218,098)
----------- ----------- ----------- ------------
Net increase prior to interfund transfers 813,414 329,838 2,799,460 6,674,819
Interfund transfers, net (245,707) (211,003) 806,116 -
Transfer from merged plan 8,033 2,460 51,860
----------- ----------- ----------- ------------
Net (decrease) increase 575,740 121,295 3,605,576 6,726,679
Net assets available for benefits at beginning
of period 3,293,443 1,046,740 1,200,079 19,724,076
----------- ----------- ----------- ------------
Net assets available for benefits at end of
period $ 3,869,183 $ 1,168,035 $ 4,805,655 $ 26,450,755
=========== =========== =========== ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
JP Foodservice, Inc.
401(k) Retirement Savings Plan
Notes to Financial Statements
- --------------------------------------------------------------------------------
1. Description of Plan
The following description of the JP Foodservice, Inc. (the "Company") 401(k)
Retirement Savings Plan (the "Plan") provides only general information.
Participants should refer to the Plan agreement for a more complete
description of the Plan's provisions.
General
The Plan is a defined contribution plan established effective
September 1, 1989 and most recently amended on May 8, 1997, retroactively
effective January 1, 1993. During 1995, the Plan changed to a calendar year
reporting basis. Generally, non-union employees become eligible to
participate 30 days after their date of hire. Effective February 7, 1995,
members of Local 955 in Kansas City, Missouri and during the period ended
December 31, 1995 employees of Tri River Foods, Inc., The Doyen Company,
Rotelle, Inc., and members of Local 110 Yard Jockeys and Fuelers in Altoona,
Pennsylvania, became eligible to participate in the Plan by virtue of the
Company's affiliation to the respective entities. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974 ("ERISA").
Contributions
Participants may contribute an amount equal to not less than 1 percent nor
more than 15 percent of their compensation for the contribution period. The
Company will make a matching contribution in an amount equal to $1.00 for
each $1.00 contributed by an employee, up to a maximum of 2 percent of the
participant's compensation. The Company may also make a nonelective
contribution in an amount equal to 1 percent of the participant's
compensation. However, the amount of contribution may vary as determined by
the Company.
Participant Accounts
Each participant's account is credited with the participant's contribution
and allocation of the Company's contribution and Plan earnings. Earnings are
allocated by fund based on the ratio of a participant's account invested in
a particular fund to all participants' investments in that fund. The benefit
to which a participant is entitled is the benefit that can be provided from
the participant's account.
Vesting
Participants are immediately vested in their voluntary contributions plus
actual earnings thereon. The balance of vesting in the participants'
accounts is based on years of service. A participant becomes 100 percent
vested after five years of service. However, if an active participant dies
prior to attaining the normal retirement age, the participant's estate
becomes 100 percent vested.
6
<PAGE>
JP Foodservice, Inc.
401(k) Retirement Savings Plan
Notes to Financial Statements
- --------------------------------------------------------------------------------
Investment Options
Upon enrollment in the Plan, a participant may currently direct
contributions among any of the following investment options:
. Guaranteed Long-Term Fund - Funds are invested in the CIGNA Guaranteed
Long-Term Account, which provides a guaranteed rate of return reset
semiannually.
. Fidelity Advisor Income & Growth Fund - Funds are invested solely in
units of the CIGNA Fidelity Advisor Income & Growth Account, which in
turn invests solely in shares of the Fidelity Advisor Income & Growth
Fund.
. Fidelity Advisor Growth Opportunities Fund - Funds are invested solely in
units of the CIGNA Fidelity Advisor Growth Opportunities Account, which
in turn invests solely in shares of the Fidelity Advisor Growth
Opportunities Fund.
. Fidelity Advisor Equity Growth Fund (formerly "Fidelity Advisor Equity
Portfolio Growth Fund") - Funds are invested solely in units of the CIGNA
Fidelity Advisor Equity Growth Account, which in turn invests solely in
shares of the Fidelity Advisor Equity Growth Fund.
. INVESCO Industrial Income Fund - Funds are invested solely in units of
the CIGNA INVESCO Industrial Income Account, which in turn invests solely
in shares of the INVESCO Industrial Income Fund.
. Founders Balanced Fund - Funds are invested solely in units of the CIGNA
Founders Balanced Account, which in turn invests solely in shares of the
Founders Balanced Fund.
. Warburg Pincus Advisor International Equity Fund - Funds are invested
solely in units of the CIGNA Warburg Pincus Advisor International Equity
Account, which in turn invests solely in shares of the Warburg Pincus
Advisor International Equity Fund, Inc.
. JP Foodservice Common Stock Fund - Funds are invested solely in shares of
JP Foodservice, Inc. common stock.
Participants may change their investment options at any time with the
exception of participants' Company matching and nonelective contributions
which must be invested in the JP Foodservice Common Stock Fund.
Payment of Benefits
On termination of service, a participant may elect to receive either a lump-
sum amount equal to the value of his or her account, a distribution in the
form of an annuity, or a combination of both. The participant's vested
Company match may also be distributed in the form of Company stock. All
distributions are subject to the applicable provisions of the Plan
agreement.
7
<PAGE>
JP Foodservice, Inc.
401(k) Retirement Savings Plan
Notes to Financial Statements
- --------------------------------------------------------------------------------
Participant Notes Receivable
Effective July 1, 1996, participants may borrow up to the lesser of $50,000
or 50 percent of the vested portion of the their account balance, subject to
certain restrictions, in accordance with interest rates and collateral
requirements established by the Company.
Cash Equivalents
Contributions received prior to year end awaiting investment in the
appropriate investment option at December 31 are invested in the CIGNA
Guaranteed Short-Term Account, which is recorded at fair value, and are
included as cash equivalents within the fund in which units are subsequently
purchased.
2. Summary of Accounting Policies
Method of Accounting
The Plan's financial statements are prepared on the accrual basis of
accounting, and reflect management's estimates and assumptions, such as
those regarding fair value, that affect the recorded amounts. Significant
estimates used are discussed throughout the notes to financial statements.
Investments
Investments in pooled separate accounts (CIGNA Fidelity Advisor Income &
Growth Account, CIGNA Fidelity Advisor Growth Opportunities Account, CIGNA
Fidelity Advisor Equity Growth Account, CIGNA INVESCO Industrial Income
Account, CIGNA Founders' Balanced Account and CIGNA Warburg Pincus Advisor
International Equity Account) are recorded at fair value, as determined by
the unit values as reported by the Connecticut General Life Insurance
Company ("CG Life"). During the period ended December 31, 1995, the Plan
adopted the provisions of Statement of Position No. 94-4, ("SOP 94-4")
"Reporting of Investment Contracts Held by Health and Welfare Benefit Plans
and Defined-Contribution Pension Plans" which requires that investments in
non-fully benefit responsive investment contracts be reported at fair value.
As a result of the adoption of SOP 94-4, the investment in the CIGNA
Guaranteed Long-Term Account is recorded at fair value. Participant Notes
Receivable are valued at cost which approximates fair value. The JP
Foodservice, Inc. common stock is recorded at its quoted market price.
Contributions
Employee contributions are recorded in the period during which the Company
makes payroll deductions from the participants' earnings. Most Company
matching contributions are recorded at year end. The Company currently makes
all matching contributions into the JP Foodservice Common Stock Fund.
8
<PAGE>
JP Foodservice, Inc.
401(k) Retirement Savings Plan
Notes to Financial Statements
- --------------------------------------------------------------------------------
Benefits
Benefit claims are recorded as expenses when they have been approved for
payment and paid by the Plan.
3. Deposit With Insurance Company
The Plan participates in a contract with CG Life via an investment in the
CIGNA Guaranteed Long-Term Account. CG Life commingles the assets of this
investment with other assets. For the Plan's investment in the CIGNA
Guaranteed Long-Term Account, the Plan is credited with interest at the rate
specified in the contract which was 5.85% and ranged from 6.20% to 5.85% for
the year ended December 31, 1996 and period ended December 31, 1995,
respectively, net of asset charges. Effective January 1, 1996 CG Life
restructured the interest crediting mechanism of the CIGNA Guaranteed Long-
Term Account to allow the credited interest rate to be prospectively
guaranteed for six months. As discussed in Note 2, the Guaranteed Long-Term
Account is included in the financial statements at fair value which,
principally because of the periodic rate reset process, approximates
contract value.
4. Investments
Investments that represent 5 percent or more of the Plan's net assets are
separately identified below.
<TABLE>
<CAPTION>
December 31,
1996 1995
<S> <C> <C>
CIGNA Guaranteed Long-Term Account $ 9,405,646 $ 9,141,646
interest rates, 5.85%; 5.85%
CIGNA Fidelity Advisor Growth Opportunities Account 4,443,052 3,700,822
units, 92,084; 90,110
CIGNA Fidelity Advisor Equity Growth Account 3,669,064 2,583,572
units, 75,901; 62,000
CIGNA INVESCO Industrial Income Account 4,477,163 3,836,306
units, 259,245; 258,511
JP Foodservice Common Stock Account 7,197,195 3,486,000
shares, 258,334; 178,769
</TABLE>
9
<PAGE>
JP Foodservice, Inc.
401(k) Retirement Savings Plan
Notes to Financial Statements
- --------------------------------------------------------------------------------
5. Participant Notes Receivable
Under the terms of the Plan, effective July 1, 1996, participants may borrow
from their accounts up to the lesser of $50,000 or 50 percent of their
vested account balance. Loan transactions are treated as a transfer to/from
the investment fund from/to the Participant Notes Receivable Fund. A loan is
secured by the balance in the participant's account and bears interest at a
rate commensurate with market rates for similar loans, as defined (8.00% to
8.50% for the year ended December 31, 1996.)
6. Plan Termination
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate
the Plan subject to the provisions of ERISA. In the event of Plan
termination, participants will become 100 percent vested in their accounts.
7. Income Taxes
The Internal Revenue Service has determined and informed the Company by a
letter dated November 8, 1995 that the Plan and related trust are designed
in accordance with applicable sections of the Internal Revenue Code ("IRC").
The Plan has been amended since receiving the determination letter. However,
the Plan's administrator and tax counsel believe that the Plan is designed
and is currently being operated in compliance with the applicable
requirements of the IRC. Therefore, no provision for income taxes has been
included in the Plan's financial statements.
8. Reconciliation of Plan Financial Statements to the Form 5500
Certain balances included on lines 31 and 32 of the Annual Return/Report of
Employee Benefit Plans (the "Form 5500") have been reclassified for purposes
of presentation in these financial statements to provide additional
disclosure.
10
<PAGE>
JP Foodservice, Inc.
401(k) Retirement Savings Plan
Notes to Financial Statements
- --------------------------------------------------------------------------------
9. Forfeitures
The net change in forfeiture reserve represents the net change in the
available forfeiture reserve balance from the prior year plus the current
year forfeitures generated. Forfeitures result from nonvested benefit
payments remaining in the Plan for all terminated employees. Upon reaching
the break-in-service requirement, as defined in the Plan agreement,
forfeitures generated are added to the forfeiture reserve balance. The
forfeiture reserve of $0 and $1,185 at December 31, 1996 and 1995,
respectively, is included in the CIGNA Guaranteed Long-Term Account and is
available to offset contributions, which would be otherwise payable by the
Company, in accordance with the Plan agreement. In 1996, the Company cash
contributions were offset by $235,444 and $219,283 from forfeited,
nonvested accounts in 1996 and 1995, respectively.
10. Transfer from Merged Plan
On September 21, 1995, the assets of the Tri River Foods, Inc. 401(k)
Profit Sharing Plan were merged into the Plan. These participants became
eligible to participate in the Plan in accordance with the provisions
described in Note 1.
11
<PAGE>
JP Foodservice, Inc. Additional Information
401(k) Retirement Savings Plan Schedule I
Line 27a Form 5500 - Schedule of Assets Held for Investment Purposes
December 31, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(c)
(b) Description of investment including (e)
Identity of issue, borrower, maturity date, rate of interest, (d) Current
(a) lessor, or similar party collateral, par or maturity value Cost value
<C> <S> <C> <C> <C>
Connecticut General Life CIGNA Guaranteed Long-Term
* Insurance Company Account
5.85%/unit $ 9,405,646 $ 9,405,646
Connecticut General Life CIGNA Fidelity Advisor Income
* Insurance Company and Growth Account
$22.51/unit 988,843 1,133,363
Connecticut General Life CIGNA Fidelity Advisor Growth
* Insurance Company Opportunities Account
$48.25/unit 3,185,390 4,443,052
Connecticut General Life CIGNA Fidelity Advisor Equity
* Insurance Company Growth Account
$48.34/unit 2,805,161 3,669,064
Connecticut General Life CIGNA INVESCO Industrial
* Insurance Company Income Account
$17.27/unit 3,307,435 4,477,163
Connecticut General Life Founders Balanced Fund
* Insurance Company $11.29/unit 288,190 295,915
Connecticut General Life CIGNA Warburg Pincus Advisor
* Insurance Company International Equity Account
$23.41/unit 1,250,527 1,417,886
* JP Foodservice, Inc. JP Foodservice Common Stock
Account
$27.88/unit 4,240,072 7,197,195
Connecticut General Life Cash Equivalents (CIGNA Guaranteed
* Insurance Company Short-Term Income Account) 249,740 249,740
* Participant Notes Receivable 8.00% - 8.50% 24,546 24,546
</TABLE>
* Indicates an identified person known to be a party-in-interest to the Plan.
12
<PAGE>
JP Foodservice, Inc. Additional Information
401(k) Retirement Savings Plan Schedule II
Line 27d Form 5500 - Schedule of Reportable Transactions
Year Ended December 31, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(b) (f) (h)
Description of asset Expense Current value
(a) (include interest rate (c) (d) (e) incurred (g) of asset on
Identity of party and maturity in case Purchase Selling Lease with Cost of transaction
involved of a loan) price price rental transaction asset date
<S> <C> <C> <C> <C> <C> <C> <C>
Connecticut General Purchases into CIGNA
Life Insurance Guaranteed Long-Term
Company Account $ 1,595,977 N/A N/A N/A $1,595,977 $1,595,977
Connecticut General Sales from CIGNA
Life Insurance Guaranteed Long-Term
Company Account N/A $ 1,865,610 N/A N/A 1,865,610 1,865,610
Connecticut General Purchases into CIGNA
Life Insurance Fidelity Advisor
Company Growth Opportunities
Account 864,242 N/A N/A N/A 864,242 864,242
Connecticut General Sales from CIGNA
Life Insurance Fidelity Advisor
Company Growth Opportunities
Account N/A 772,576 N/A N/A 599,420 772,576
Connecticut General Purchases into CIGNA
Life Insurance Fidelity Advisor
Company Equity Growth
Account 1,059,370 N/A N/A N/A 1,059,370 1,059,370
Connecticut General Sales from CIGNA
Life Insurance Fidelity Advisor
Company Equity Growth
Account N/A 423,511 N/A N/A 334,278 423,511
JP Foodservice, Inc. Purchases into JP
Foodservice Common
Stock Account 2,249,964 N/A N/A N/A 2,249,964 2,249,964
JP Foodservice, Inc. Sales from JP Foodservice
Common Stock Account N/A 578,783 N/A N/A 451,456 578,783
<CAPTION>
(b)
Description of asset
(a) (include interest rate (i)
Identity of party and maturity in case Net gain
involved of a loan) or (loss)
<S> <C> <C>
Connecticut General Purchases into CIGNA
Life Insurance Guaranteed Long-Term
Company Account -
Connecticut General Sales from CIGNA
Life Insurance Guaranteed Long-Term
Company Account -
Connecticut General Purchases into CIGNA
Life Insurance Fidelity Advisor
Company Growth Opportunities
Account -
Connecticut General Sales from CIGNA
Life Insurance Fidelity Advisor
Company Growth Opportunities
Account $ 173,156
Connecticut General Purchases into CIGNA
Life Insurance Fidelity Advisor
Company Equity Growth
Account -
Connecticut General Sales from CIGNA
Life Insurance Fidelity Advisor
Company Equity Growth
Account 89,233
JP Foodservice, Inc. Purchases into JP
Foodservice Common
Stock Account -
JP Foodservice, Inc. Sales from JP Foodservice
Common Stock Account 127,327
</TABLE>
13
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-81011) of JP Foodservice, Inc. of our report dated
June 18, 1997 appearing on page 4 of the Annual Report of the JP Foodservice,
Inc. 401(k) Retirement Savings Plan on Form 11-K for the year ended December 31,
1996.
/s/ Price Waterhouse LLP
- -------------------------------
PRICE WATERHOUSE LLP
Hartford, Connecticut
June 23, 1997
