<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM 10-K/A
AMENDMENT NO. 1
(Mark One)
[X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JUNE 28, 1997.
[_]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 0-24954
----------------
JP FOODSERVICE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 52-1634568
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
9830 PATUXENT WOODS DRIVE 21046
COLUMBIA, MARYLAND (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (410) 312-7100
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS: NAME OF EACH EXCHANGE ON WHICH REGISTERED:
Common Stock New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No [_]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendments to this Form 10-K. [X]
The aggregate market value of the registrant's voting stock held by non-
affiliates of the registrant at September 15, 1997 was approximately $666
million.
The number of shares of the registrant's Common Stock, $.01 par value,
outstanding on September 15, 1997 was 22,606,308.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
TABLE OF CONTENTS
PART III
<TABLE>
<S> <C>
Item 10. Directors and Executive Officers of the Registrant.... 3
Item 11. Executive Compensation................................. 5
Item 12. Security Ownership of Certain Beneficial Owners and
Management............................................. 9
Item 13. Certain Relationships and Related Transactions......... 10
</TABLE>
2
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
DIRECTORS AND EXECUTIVE OFFICERS
Set forth below is certain information, as of August 31, 1997, about each
person who is a director of JP Foodservice, Inc. ("JP Foodservice" or the
"Company").
<TABLE>
<CAPTION>
TERM AS
YEAR BECAME DIRECTOR
NAME A DIRECTOR EXPIRES AGE
---- ----------- -------- ---
<S> <C> <C> <C>
James L. Miller....................................... 1989 2000 48
Chairman of the Board of Directors and President and
Chief Executive Officer of JP Foodservice since July
1989. From 1986 to 1989, Mr. Miller served as Execu-
tive Vice President and Chief Operating Officer of
the Northern Division of PYA/Monarch, Inc.
("PYA/Monarch"), a wholly owned subsidiary of Sara
Lee Corporation. From 1983 to 1985, Mr. Miller served
as Vice President and General Manager of
PYA/Monarch's Northeast Division. Before joining
PYA/Monarch, from 1972 to 1983, Mr. Miller was em-
ployed by SYSCO Corp., where he held the positions of
Vice President of Operations, Vice President of
Sales, Vice President and General Manager.
Lewis Hay, III........................................ 1991 1999 42
Senior Vice President and Chief Financial Officer of
JP Foodservice since 1991. Before joining JP
Foodservice, Mr. Hay was a Vice President and partner
of Mercer Management Consulting (formerly Strategic
Planning Associates), where he led the strategy con-
sulting practice in the firm's Washington, D.C. of-
fice. Mr. Hay joined Mercer Management Consulting in
1982 and, beginning in 1986, participated in a number
of consulting projects for PYA/Monarch, including the
management-led leveraged acquisition of certain oper-
ations of PYA/Monarch in connection with the forma-
tion of JP Foodservice. Mr. Hay also serves as a mem-
ber of the Council on Finance for the Graduate School
of Industrial Administration of Carnegie Mellon Uni-
versity.
David M. Abramson..................................... 1994 2000 44
Senior Vice President and General Counsel of JP
Foodservice since July 1, 1996 and Secretary since
September 2, 1996. Mr. Abramson was the President and
Managing Principal of the law firm of Levan, Schimel,
Belman & Abramson, P.A. from 1992 to 1996. Previous-
ly, Mr. Abramson was a Vice President and Principal
of that firm. Mr. Abramson serves as a director of
Monocacy Bancshares, Inc., which is the parent corpo-
ration of Taneytown Bank & Trust Company in
Taneytown, Maryland.
Mark P. Kaiser........................................ 1996 1999 40
Senior Vice President-Sales, Marketing and
Procurement of JP Foodservice since 1993. Mr. Kaiser
served as the JP Foodservice's Vice President-Sales
and Marketing from 1989 to 1991 and as Executive Vice
President-Sales, Marketing and Procurement from 1991
to 1993. Mr. Kaiser previously held a number of
positions at PYA/Monarch, including Vice President-
Sales from 1985 to 1989.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
TERM AS
YEAR BECAME DIRECTOR
NAME A DIRECTOR EXPIRES AGE
---- ----------- -------- ---
<S> <C> <C> <C>
Michael J. Drabb...................................... 1994 1998 63
Executive Vice President of O'Brien Asset Management,
Inc., an institutional asset management firm, since
August 1993. From April 1992 to July 1993, Mr. Drabb
was retired. Mr. Drabb served as an Executive Vice
President and a member of the cabinet of The Mutual
Life Insurance Company of New York ("MONY") from 1989
to 1992 and was employed by MONY from 1961 until his
retirement in 1992. Mr. Drabb also serves as a direc-
tor of the New York Life Fund, Inc., the New York
Life MFA Series Fund, Inc., the MONY Series Fund,
Inc. and United States Leather, Inc.
Eric E. Glass......................................... 1996 1998 57
Chairman of the Board for The Taney Corporation, a
manufacturer of wooden stairway components and stair-
ways, since 1995. Previously, from 1962 to 1995, Mr.
Glass served as President of The Taney Corporation.
Mr. Glass also serves as a director of the Gettysburg
Hospital in Gettysburg, Pennsylvania and Chairman of
the Board and Vice Chairman of the Executive Commit-
tee of Monocacy Bancshares, Inc., which is the parent
corporation of Taneytown Bank & Trust Company in
Taneytown, Maryland.
Paul I. Latta, Jr..................................... 1996 1998 54
Senior Vice President of The Rouse Company, a real
estate development and management company, where he
is responsible for all retail properties. Mr. Latta
previously held a number of positions with The Rouse
Company, where he has been employed since 1968.
Jeffrey D. Serkes..................................... 1996 1999 38
Vice President and Treasurer of International Busi-
ness Machines Corporation ("IBM") since January 1995
and Assistant Treasurer of IBM from August 1994 to
December 1994. From 1987 to August 1994, Mr. Serkes
held a number of positions with RJR Nabisco, Inc.,
including Vice President and Deputy Treasurer and
Vice President and Assistant Treasurer, Corporate Fi-
nance. Mr. Serkes serves as a director of IBM Credit
Corporation.
Dean R. Silverman..................................... 1996 2000 46
President of Dean & Company Strategy Consultants,
Inc., a strategic management consulting company lo-
cated in Vienna, Virginia, since 1993. Prior to 1993,
Mr. Silverman was Executive Vice President and a
partner of Mercer Management Consulting.
</TABLE>
Set forth below is certain information, as of August 31, 1997, about each
executive officer of the Company who is not a director.
<TABLE>
<CAPTION>
YEAR BECAME
NAME AN EXECUTIVE OFFICER AGE
---- -------------------- ---
<S> <C> <C>
George T. Megas....................................... 1991 44
Vice President-Finance, Assistant Secretary and As-
sistant Treasurer of JP Foodservice. Mr. Megas is re-
sponsible for accounting, treasury and finance func-
tions. Mr. Megas previously served as Corporate Con-
troller for Strategic Planning Associates, Inc., a
management consulting firm, from 1979 to 1990, when
it was acquired by Mercer Management Consulting, and
served as Controller for certain regions of Mercer
Management Consulting until 1991.
</TABLE>
4
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires JP Foodservice's directors and executive officers
and persons who own more than 10% of a registered class of JP Foodservice's
equity securities to file with the Securities and Exchange Commission (the
"SEC") and the New York Stock Exchange (the "NYSE") initial reports of
ownership and reports of changes in ownership of common stock of JP
Foodservice (the "Common Stock") and other equity securities of JP
Foodservice. In addition, under Section 16(a), trusts for which a reporting
person is a trustee and a beneficiary (or for which a member of such reporting
person's immediate family is a beneficiary) may have a separate reporting
obligation with regard to ownership of JP Foodservice Common Stock and other
equity securities of JP Foodservice. Such reporting persons are required by
rules of the SEC to furnish JP Foodservice with copies of all Section 16(a)
reports they file. Based solely upon a review of Section 16(a) reports
furnished to JP Foodservice for fiscal 1997 or written representations that no
other reports were required, JP Foodservice believes that the foregoing
reporting persons complied with all filing requirements for fiscal 1997.
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table (the "Summary Compensation Table") sets forth the
compensation paid to the Chief Executive Officer of JP Foodservice and to each
of the other four most highly compensated executive officers for fiscal 1997.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION
--------------------------------- ------------
SECURITIES
NAME AND FISCAL OTHER ANNUAL UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1) OPTIONS COMPENSATION(2)
------------------ ------ -------- -------- --------------- ------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
James L. Miller......... 1997 $347,307 $448,875 -- 127,097 $5,361
Chairman of the Board, 1996 266,245 352,914 $45,433 30,895 3,473
President and 1995 233,337 220,383 47,210 68,489 5,086
Chief Executive Officer
Lewis Hay, III.......... 1997 248,346 320,625 -- 65,864 5,117
Senior Vice President 1996 202,498 221,768 -- 13,118 3,655
and Chief Financial 1995 192,559 154,589 -- 29,054 4,974
Officer
David M. Abramson....... 1997 220,673 288,562 -- 25,000 5,056
Senior Vice President- 1996 -- -- -- -- --
General Counsel 1995 -- -- -- -- --
Mark P. Kaiser.......... 1997 222,500 288,562 -- 35,395 5,056
Senior Vice President- 1996 155,192 131,913 -- 13,118 2,736
Sales, Marketing and 1995 125,192 75,115 27,457 26,333 3,433
Procurement
George T. Megas......... 1997 109,364 81,200 -- 23,571 4,593
Vice President-Finance 1996 104,364 63,000 -- 4,184 2,599
1995 100,589 60,353 -- 8,956 3,336
</TABLE>
- --------
(1) The amounts shown in the "Other Annual Compensation" column include the
following: (i) for Mr. Miller, $21,774 and $22,699 relating to the
personal use of a JP Foodservice-owned automobile in fiscal 1996 and 1995,
respectively, and $20,059 and $20,911 representing reimbursement of
federal and state taxes in connection with such use in fiscal 1996 and
1995, respectively; and (ii) for Mr. Kaiser, $12,415 relating to the
personal use of a JP Foodservice-owned automobile in fiscal 1995 and
$11,442 representing reimbursement by JP Foodservice of federal and state
taxes in connection with such use in fiscal 1995.
(2) The amounts shown in the "All Other Compensation" column consist of the
following: (i) for Mr. Miller, $4,500, $2,782 and $4,410 in matching
contributions by JP Foodservice to the JP Foodservice 401(k) Plan,
5
<PAGE>
a defined contribution plan (the "401(k) Plan") in fiscal 1997, 1996 and
1995, respectively, and $861, $691 and $676 in premiums paid by JP
Foodservice for group term life insurance for Mr. Miller in fiscal 1997,
1996 and 1995, respectively; (ii) for Mr. Hay, $4,500, $3,082 and $4,418 in
matching contributions by JP Foodservice to the 401(k) Plan in fiscal 1997,
1996 and 1995, respectively, and $617, $573 and $556 in premiums paid by JP
Foodservice for group term life insurance for Mr. Hay in fiscal 1997, 1996
and 1995, respectively; (iii) for Mr. Abramson, $4,500 in matching
contributions by JP Foodservice to the 401(k) Plan and $556 in premiums
paid by JP Foodservice for group term life insurance for Mr. Abramson in
fiscal 1997; (iv) for Mr. Kaiser, $4,500, $2,341 and $3,044 in matching
contributions to the 401(k) Plan in fiscal 1997, 1996 and 1995,
respectively, and $556, $395 and $389 in premiums paid by JP Foodservice
for group term life insurance for Mr. Kaiser in fiscal 1997, 1996 and 1995,
respectively; and (iv) for Mr. Megas, $4,321, $2,296 and $3,042 in matching
contributions by JP Foodservice to the 401(k) Plan in fiscal 1997, 1996 and
1995, respectively, and $272, $303 and $294 in premiums paid by JP
Foodservice for group term life insurance for Mr. Megas in fiscal 1997,
1996 and 1995, respectively.
STOCK OPTION GRANTS IN FISCAL 1997
The following table sets forth information concerning all stock options
granted during fiscal 1997 to the executive officers of JP Foodservice named
in the Summary Compensation Table. As of the date of this Report, JP
Foodservice has not granted any stock appreciation rights ("SARs").
OPTION/SAR GRANTS IN FISCAL YEAR 1997
INDIVIDUAL GRANTS
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE OF ASSUMED
NUMBER OF % OF TOTAL ANNUAL RATES OF STOCK
SHARES OPTIONS/SARS EXERCISE PRICE APPRECIATION FOR
UNDERLYING GRANTED TO PRICE OPTION TERM(3)
OPTIONS/SARS EMPLOYEES IN ($/SHARE) EXPIRATION -----------------------
NAME GRANTED FISCAL YEAR 1997 (1) DATE(2) 5% 10%
---- ------------ ---------------- --------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
James L. Miller......... 27,537(4) 6.09% $21.00 7/16/06 363,675 921,625
99,560(5) 22.01% $21.25 11/14/06 1,330,521 3,371,801
Lewis Hay, III.......... 14,270(4) 3.15% $21.00 7/16/06 188,461 477,597
51,594(5) 11.40% $21.25 11/14/06 689,503 1,747,335
David M. Abramson....... 5,417(4) 1.20% $21.00 7/16/06 71,541 181,299
19,583(5) 4.33% $21.25 11/14/06 261,707 663,218
Mark P. Kaiser.......... 7,669(4) 1.70% $21.00 7/16/06 101,283 256,671
27,726(5) 6.13% $21.25 11/14/06 370,531 938,997
George T. Megas......... 5,107(4) 1.13% $21.00 7/16/06 67,447 170,924
18,464(5) 4.08% $21.25 11/14/06 246,753 625,321
</TABLE>
- --------
(1) The exercise price may be paid in cash or in JP Foodservice Common Stock
valued at fair market value on the exercise date.
(2) The term of each option may not exceed ten years.
(3) There is no assurance provided to any executive officer or any other
holder of JP Foodservice Common Stock that the actual stock price
appreciation over the term of the applicable options will be at the
assumed 5% and 10% levels or at any other defined level. Unless the market
price of the JP Foodservice Common Stock does in fact appreciate over the
option term, no value will be realized from the option grants made to the
executive officers.
(4) One-third of each such option granted vests on the first, second and third
anniversary dates of the option grant date. Upon a change in control of JP
Foodservice, all previously unvested options will vest and become
immediately exercisable.
(5) One-fifth of each such option granted vested on the option grant date.
One-fifth of each such option vests on the first, second, third and fourth
anniversary dates of the option grant date. Upon a change in the control
of JP Foodservice, all previously unvested options will vest and become
immediately exercisable.
6
<PAGE>
STOCK OPTION EXERCISES IN FISCAL 1997
The following table sets forth information concerning all stock options
exercised during fiscal 1997 and unexercised stock options held at the end of
that fiscal year by the executive officers of JP Foodservice named in the
Summary Compensation Table.
AGGREGATED OPTION/SAR EXERCISES IN FISCAL YEAR 1997
AND FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF SECURITIES UNDERLYING IN-THE-
UNEXERCISED OPTIONS/SARS AT MONEY OPTIONS/SARS AT
6/28/97 6/28/97 (1)
SHARES ------------------------------------ -------------------------
ACQUIRED ON VALUE EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
NAME EXERCISE(#) REALIZED (# OF SHARES) (# OF SHARES) ($ VALUE) ($ VALUE)
---- ----------- -------- --------------- ---------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
James L. Miller......... -- $ -- 75,863 150,618 $1,213,696 $1,722,617
Lewis Hay, III.......... -- -- 34,057 73,979 531,542 821,015
David M. Abramson....... -- -- 8,166 22,834 113,702 219,683
Mark P. Kaiser.......... -- -- 27,470 47,376 454,456 573,833
George T. Megas......... -- -- 11,056 25,656 169,128 279,249
</TABLE>
- --------
(1) Value based on the closing price of a share of JP Foodservice Common Stock
of $30.13 on June 27, 1997, as reported on the NYSE, minus the exercise
price.
EXECUTIVE EMPLOYMENT CONTRACTS AND SEVERANCE AGREEMENTS
JP Foodservice has entered into an employment agreement with James L.
Miller, dated July 3, 1989 and amended as of June 27, 1995, pursuant to which
Mr. Miller is employed by JP Foodservice as the Chairman of the Board,
President and Chief Executive Officer. The agreement provides for successive
renewals unless JP Foodservice gives written notice at least one year in
advance of its intention not to renew. The employment agreement provides that
JP Foodservice will pay Mr. Miller a base salary of $170,000 per annum,
subject to such increases as the Board of Directors may determine on an annual
basis. The agreement also provides that Mr. Miller has the right to
participate in JP Foodservice's annual bonus program, under which he may earn
a percentage of his annual base salary for such year based on the achievement
by JP Foodservice of certain financial and operating targets set by the
Compensation Committee of the Board of Directors. If JP Foodservice's
performance meets these targets, Mr. Miller's annual bonus will be 100% of his
annual base salary. If JP Foodservice's performance is higher or lower than
such targets, Mr. Miller's bonus will be a higher or lower percentage of his
base salary.
JP Foodservice has entered into an employment agreement with Lewis Hay, III,
dated August 9, 1991 and amended as of June 27, 1995, pursuant to which Mr.
Hay is employed by JP Foodservice as Senior Vice President and Chief Financial
Officer. The agreement provides for successive one-year renewals unless JP
Foodservice gives written notice at least 360 days in advance of its intention
not to renew. The employment agreement provides that JP Foodservice will pay
Mr. Hay a base salary of $170,000 per annum, subject to such increases as the
Board of Directors may determine on an annual basis. Mr. Hay's employment
agreement also provides that Mr. Hay has the right to participate in JP
Foodservice's annual bonus program, under which he may earn a percentage of
his annual base salary for such year based on the achievement by JP
Foodservice of certain financial and operating targets set by the Compensation
Committee of the Board of Directors. If JP Foodservice's performance meets the
targets, Mr. Hay's annual bonus will be 85% of his annual base salary. If JP
Foodservice's performance is higher or lower than such targets, Mr. Hay's
bonus will be a higher or lower percentage of his base salary.
JP Foodservice's employment agreements with Mr. Miller and Mr. Hay, as well
as JP Foodservice's severance agreements dated as of September 27, 1995 with
Mark P. Kaiser, Senior Vice President-Sales, Marketing and Procurement, and
George T. Megas, Vice President-Finance, provide for the payment of certain
severance benefits to each such officer if the officer's employment is
terminated by JP Foodservice without cause
7
<PAGE>
or if the officer terminates his employment for cause. In the latter case,
"cause," as defined, includes a material reduction in the executive's duties,
certain relocations of the executive's office, a reduction in the executive's
base salary, and notification to the executive that his employment agreement
will not be renewed. Upon such a termination, the executive will be entitled
to receive (i) a lump-sum payment in an amount equal to three times (for
Messrs. Miller and Hay) or two times (for Messrs. Kaiser and Megas) the
executive's base salary and bonus for the preceding fiscal year (reduced, in
certain circumstances, by any amount attributable to the acceleration of the
vesting of outstanding stock options) and (ii) welfare and similar benefits
for three years substantially equivalent to those provided prior to
termination. If the payment is deemed to result from a change in control (as
defined) of JP Foodservice and the amount payable to any officer under these
agreements exceeds certain threshold amounts, federal excise tax could be
imposed on the officer and JP Foodservice could lose a tax deduction for a
portion of the payment. If the amount payable would result in such effects,
the amount payable will be reduced by the amount by which the payment exceeds
the threshold.
JP Foodservice has entered into employment agreements with Messrs. Miller,
Hay, Kaiser and Megas, dated as of January 4, 1996, which will supersede the
foregoing employment and severance agreements at such time, if any, as there
is a change of control (as defined) of JP Foodservice. Each agreement provides
for a three-year employment term. Each executive will be entitled to receive a
base salary at least equal to twelve times the highest monthly base salary
paid or payable to the executive during the twelve months immediately
preceding commencement of the employment term. In addition, each executive
will be eligible to receive annual cash and non-cash bonuses in an amount at
least equal to the bonuses for which such executive previously was eligible.
Each agreement provides for payment of severance benefits to the executive if,
among other things, the executive terminates his employment for good reason.
"Good reason" is defined to include termination by the executive for any
reason within six months after commencement of the employment term and,
subsequent to such six-month period, termination for specified reasons,
including a material reduction in the executive's duties, certain relocations
of the executive's office and failure of JP Foodservice to comply with
requirements of the agreement relating to the executive's compensation. Upon
such a termination, the executive will be entitled to receive (i) a lump-sum
payment in an amount equal to three times the executive's annual base salary
and highest annual bonus (as defined) and (ii) welfare and fringe benefits for
three years substantially equivalent to those provided prior to termination.
If the foregoing payment is deemed to result from a change in control of JP
Foodservice and the amount payable to the executive under the agreement
exceeds certain threshold amounts, federal excise tax could be imposed on the
executive and JP Foodservice could lose a tax deduction for a portion of the
payment. The agreement provides (subject to certain limitations) that, in the
event a federal excise tax is imposed, JP Foodservice will pay the executive a
"gross-up" payment in an amount such that, after payment by the executive of
such excise tax and any other taxes imposed upon the foregoing payments, the
executive retains an amount of the gross-up payment equal to such excise tax.
JP Foodservice has entered into an employment agreement with David M.
Abramson, dated as of June 10, 1996, pursuant to which Mr. Abramson is
employed, effective as of July 1, 1996, as Senior Vice President and General
Counsel of JP Foodservice. Mr. Abramson's employment agreement provides for an
initial three-year term, which will be automatically extended for one year on
each anniversary date of the agreement unless JP Foodservice provides Mr.
Abramson with notice of non-renewal. The employment agreement provides that JP
Foodservice will pay Mr. Abramson an annual base salary at a monthly rate of
$16,667, subject to such increases as the Board of Directors may determine at
least annually. The agreement also provides that Mr. Abramson will be afforded
an annual bonus opportunity in cash and stock-based incentives at least equal
to 75% of his annual base salary. Mr. Abramson's employment agreement has
substantially the same severance provisions as the employment agreements
described in the immediately preceding paragraph.
COMPENSATION OF DIRECTORS
Directors who are not also employees of JP Foodservice receive an annual fee
of $12,000, plus $1,000 for each Board of Directors meeting attended in
person, $750 for each Board of Directors meeting attended by conference
telephone, $750 for each committee meeting attended in person ($300 if
attended in person on the date of a Board of Directors meeting), and $300 for
each committee meeting attended by conference telephone.
8
<PAGE>
The Chairman of the Compensation Committee and the Chairman of the Audit
Committee each receive an additional annual fee of $2,000. In addition,
subject to approval by the JP Foodservice stockholders, such directors receive
an annual grant of options for 2,000 shares of JP Foodservice Common Stock
under the JP Foodservice, Inc. Stock Option Plan for Outside Directors. The
Plan also provides that each such director will receive options to purchase
5,000 shares of JP Foodservice Common Stock upon the director's initial
election or appointment to the JP Foodservice Board of Directors.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of August 31, 1997, certain information
regarding the beneficial ownership of JP Foodservice Common Stock by (i) each
person or entity known by JP Foodservice to be the beneficial owner of more
than 5% of the JP Foodservice Common Stock, (ii) each director of JP
Foodservice, (iii) each executive officer of JP Foodservice and (iv) all
executive officers and directors of JP Foodservice as a group.
<TABLE>
<CAPTION>
SHARES
NAME AND ADDRESS BENEFICIALLY PERCENTAGE
OF BENEFICIAL OWNER OWNED(1) OF CLASS
- ------------------- ------------ ----------
<S> <C> <C>
T. Rowe Price Associates............................. 2,651,550(2) 11.7%
100 E. Pratt Street
Baltimore, Maryland 21202
Palisade Capital Management, L.L.C. ................. 1,173,500(3) 5.2
1 Bridge Plaza, Suite 695
Fort Lee, New Jersey 07024
William Blair & Company, L.L.C. ..................... 1,462,204(4) 6.5
222 West Adams Street
Chicago, Illinois 60606
David M. Abramson.................................... 12,426(5) *
Michael J. Drabb..................................... 4,750(6) *
Eric E. Glass........................................ 3,400(7) *
Lewis Hay, III....................................... 113,872(8) *
Mark P. Kaiser....................................... 66,435(9) *
Paul I. Latta, Jr.................................... 3,500(10) *
George T. Megas...................................... 24,338(11) *
James L. Miller...................................... 279,500(12) 1.2
Jeffrey D. Serkes.................................... 1,250(13) *
Dean R. Silverman.................................... 2,500(14) *
All directors and executive officers as a group
(10 persons)........................................ 511,971 2.2
</TABLE>
- --------
* Less than 1%.
(1) The information regarding beneficial ownership of the JP Foodservice
Common Stock has been presented in accordance with rules of the SEC and
is not necessarily indicative of beneficial ownership for any other
purpose. Under such rules, beneficial ownership of JP Foodservice Common
Stock includes any shares as to which a person has sole or shared voting
power or investment power and also any shares which a person has the
right to acquire within 60 days through the exercise of any stock option
or other right.
(2) As reported in a Schedule 13G dated February 11, 1997 filed with the SEC.
Voting power with respect to all but 336,750 shares is exercised by other
persons. T. Rowe Price New Horizons Fund, Inc. has sole voting power with
respect to 1,200,000 of the 2,651,550 shares reported by T. Rowe Price
Associates.
(3) As reported in a Schedule 13G dated February 12, 1997 filed with the SEC.
(4) As reported in a Schedule 13G dated February 18, 1997 filed with the SEC.
Voting power with respect to all but 699,754 shares is exercised by other
persons.
9
<PAGE>
(5) Includes (i) 80 shares credited to participant account in JP
Foodservice's 401(k) retirement savings plan, which are voted by the
plan's trustees, (ii) outstanding options exercisable within 60 days to
purchase 9,971 shares and (iii) 2,000 shares held by a family trust for
the benefit of Mr. Abramson's minor children, of which Mr. Abramson acts
as the trustee and with respect to which he exercises voting power and
investment power.
(6) Includes outstanding options exercisable within 60 days to purchase 4,750
shares.
(7) Includes outstanding options exercisable within 60 days to purchase 3,000
shares.
(8) Includes (i) 642 shares credited to participant account in JP
Foodservice's 401(k) retirement savings plan, which are voted by the
plan's trustees, and (ii) outstanding options exercisable within 60 days
to purchase 43,185 shares. Also includes 381 shares held by Mr. Hay's
wife as a custodian for their minor children. Mr. Hay disclaims any
beneficial interest in such shares.
(9) Includes (i) 658 shares credited to participant account in JP
Foodservice's 401(k) retirement savings plan, which are voted by the
plan's trustees, and (ii) outstanding options exercisable within 60 days
to purchase 34,398 shares.
(10) Includes outstanding options exercisable within 60 days to purchase 2,500
shares.
(11) Includes (i) 579 shares credited to participant account in JP
Foodservice's 401(k) retirement savings plan, which are voted by the
plan's trustees, and (ii) outstanding options exersiable within 60 days
to purchase 14,153 shares.
(12) Includes (i) 11,332 shares credited to participant account in JP
Foodservice's 401(k) retirement savings plan, which are voted by the
plan's trustees, and (ii) outstanding options exercisable within 60 days
to purchase 95,338 shares. Also includes 544 shares owned by members of
Mr. Miller's family. Mr. Miller disclaims any beneficial interest in such
shares.
(13) Includes outstanding options exercisable within 60 days to purchase 1,250
shares.
(14) Includes outstanding options exercisable within 60 days to purchase 2,500
shares.
The information contained in the foregoing footnotes is for explanatory
purposes only.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The law firm of Miles & Stockbridge, of which Mr. David M. Abramson is Of
Counsel, provided legal services to the Company during fiscal 1997.
10
<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, THEREUNTO DULY AUTHORIZED.
JP Foodservice, Inc.
/s/ Lewis Hay, III
By: _________________________________
LEWIS HAY, III SENIOR VICE
PRESIDENT AND CHIEF FINANCIAL
OFFICER
Date: October 24, 1997
11
