JP FOODSERVICE INC
8-K, 1998-02-25
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): February 25, 1998


                              JP Foodservice, Inc.
               --------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)




          Delaware                      0-24954                52-1634568
- -----------------------------   ------------------------   -------------------
(State or Other Jurisdiction    (Commission File Number)     (IRS Employer
  of Incorporation)                                        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  presents 33 days of post-merger  financial  results
following the Registrant's  acquisition of  Rykoff-Sexton,  Inc. (the "Merger").
The  acquisition is being  accounted for under the pooling of interests  method.
For the period  December 23, 1997 to January 24, 1998, the  Registrant  reported
net  sales of  $464.9  million  and a net loss of  $93.8  million.  The net loss
included the effect of restructuring  costs,  asset impairment  charges,  merger
transaction  costs and certain other costs resulting from the integration of the
two businesses  (the "Merger Related  Costs").  The Merger Related Costs totaled
$111.8  million  ($85.1  million  after  taxes).  The net loss also  included an
extraordinary charge of $9.7 million, net of tax benefit, related to refinancing
substantially  all of the  debt of the two  companies  outstanding  prior to the
Merger (excluding Rykoff-Sexton, Inc. public notes and capital leases). Earnings
per share data have not been  provided  since such amounts are  calculated  on a
quarterly and annual weighted average basis.
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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 thereunto duly authorized.

                              JP Foodservice, Inc.



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


Date:  February 25, 1998

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