Foodservice

U.S. Foodservice said yesterday that it will buy Alliant Exchange Inc. for $2.2 billion in a deal that will expand the Columbia-based company's reach into 21 new markets. The acquisition of privately held Alliant, the No. 3 food-service company in the country, will create a company with more than $19 billion in sales. U.S. Foodservice, the country's No. 2 food-service company, was acquired by Giant Food Inc. parent Royal Ahold NV in April 2000. U.S. Foodservice will pay $1.45 billion in cash and assume $750 million in debt for Deerfield, Ill.-based Alliant.

Michael Davis has been named Chief Executive Officer of G. Cefalu Bro. and Capital Seaboard, in Jessup, and will begin to oversee the operations of both companies. Davis brings more than 20 years of experience in high growth foodservice and distribution. He previously served as CEO of Cal Atlantic; Senior Vice President and Partner of Coastal Sunbelt Produce; was a member of the Maryland Restaurant Association Board of Directors; and was the Vice President of Capital Seaboard.

Columbia-based JP Foodservice Inc. has completed its fourth major acquisition of the past year, purchasing Mazo-Lerch Co. Inc. of Alexandria, Va., for more than $7.8 million.The merger of two food service companies -- both distributors to schools, hospitals, restaurants and nursing homes -- is part of an industrywide trend toward consolidation.In a deal that was announced in May, JP bought all outstanding shares of Mazo-Lerch stock for 279,268 shares of JP common stock, the assumption of debt and other consideration.

Dutch food conglomerate Royal Ahold NV has settled the final major case involving its former Columbia-based U.S. Foodservice division. Under the settlement announced yesterday, James L. Miller, the former U.S. Foodservice chief executive, will pay the company $8 million for bonuses and salary he earned during an accounting scandal that surfaced four years ago. Miller did not admit liability under the settlement. Ahold also agreed to pay Miller more than $4.6 million in retirement and health benefits as part of the agreement, said his attorney, Benjamin Rosenberg of Rosenberg, Martin, Funk & Greenberg LLP. Miller, 59, founded and ran U.S. Foodservice for 14 years.

Some leveraged buyouts of the 1980s were profitable successes, and some were overtures to bankruptcy. Both kinds made headlines.JP Foodservice Inc.'s LBO was a third type: not disastrous, but ultimately draining and undistinguished. The Columbia-based restaurant supplier has quietly lost money every year since 1989, when a group of managers bought it for $317 million from PYA/Monarch and loaded it with constricting debt.Now, thanks to a recapitalization and public stock offering, JP has the balance sheet that its admirers believe it always deserved.

Sara Lee Corp. said yesterday it was talking with Columbia-based JP Foodservice Inc. about combining JP Foodservice with Sara Lee's food-service business, PYA/Monarch.Sara Lee said it has proposed exchanging PYA/Monarch for 52.4 million shares of newly issued JP Foodservice common stock worth about $946 million after taking into consideration PYA/Monarch's debts of $125 million. Sara Lee would become the majority shareholder of JP Foodservice, which would continue to be publicly held.Sara Lee said it expects JP Foodservice's board to appoint a committee of independent directors to evaluate the proposal.

In an article in yesterday's Business section, the spokeswoman for U.S. Foodservice Inc. was misidentified. Her name is Bonna Walker.The Sun regrets the error.U.S. Foodservice Inc. said yesterday that it has purchased a building in Columbia to serve as the food distributor's new headquarters beginning in October.The 97,250-square-foot, three-story building will accommodate the staff of 235 that currently occupies two buildings in Columbia that serve as the company's headquarters.The building will also provide room for growth, said Bonnie Walker, the company's spokeswoman.

To be successful in the food-distribution business, cook the products, not the books. Somebody should have told this to Mark P. Kaiser, Michael Resnick and the other people involved in a scheme that artificially boosted U.S. Foodservice's profit by $880 million, according to an investigation by its parent company. Last week's sale proves that the fraud at the Columbia-based company - besides being criminal and almost ruinous - was completely unnecessary. U.S. Foodservice was quite capable of making money the indictment-free way: by selling products to customers and accurately recording the results.

Columbia-based U.S. Foodservice and Kohlberg & Company LLC agreed yesterday to transfer the business and related assets of Rykoff-Sexton Manufacturing Division to a newly formed Kohlberg subsidiary.RSMD, which had merged with U.S. Foodservice, reached a long-term supply agreement with Kohlberg. Los Angeles-based RSMD manufactures more than 1,400 food and nonfood products. It currently has annual sales of more than $115 million.By outsourcing its manufacturing plant, U.S. Foodservice is looking to narrow the breadth of its services.

WILMINGTON, Del. -- U.S. Foodservice, the food-distributing unit of Royal Ahold NV, says lawyers for two former company executives charged in a criminal case are charging too much and a judge should intervene. Columbia, Md.-based U.S. Foodservice is paying the legal fees of Michael J. Resnick, a former chief financial officer, and Mark Kaiser, a former chief marketing officer. The pair were indicted in July 2004, accused by the U.S. government of falsifying rebates that the company received from suppliers to inflate reported profits and increase their bonuses.

Financial writers got all goggly in 2005 over the weird debt that Malcolm Glazer issued to buy England's Manchester United soccer club. Unlike debt known by the Morgans and the Rothschilds, Glazer's notes did not pay cash interest. They paid - more debt. "An exotic new species of bond," said the Financial Times. Not really. "Pay-in-kind" debt has supercharged this year's acquisition boom by private equity outfits but has been around for almost as long as there have been stupid leveraged buyouts.

The parent of Columbia-based U.S. Foodservice said yesterday that the sale of the food distributor remains on track despite the failure of a bond sale intended to help finance the deal. Dutch food company Royal Ahold, which also owns Giant Food, agreed in May to a $7.1 billion deal to sell U.S. Foodservice to private equity firms Clayton, Dubilier & Rice and Kohlberg Kravis Roberts & Co. On Tuesday, U.S. Foodservice postponed plans to sell $650 million in senior notes because of weak market conditions, an Ahold spokeswoman confirmed yesterday.

To be successful in the food-distribution business, cook the products, not the books. Somebody should have told this to Mark P. Kaiser, Michael Resnick and the other people involved in a scheme that artificially boosted U.S. Foodservice's profit by $880 million, according to an investigation by its parent company. Last week's sale proves that the fraud at the Columbia-based company - besides being criminal and almost ruinous - was completely unnecessary. U.S. Foodservice was quite capable of making money the indictment-free way: by selling products to customers and accurately recording the results.

Dutch food conglomerate Royal Ahold NV said yesterday that it has signed a $7.2 billion deal with two private equity firms that would end its seven-year stewardship of U.S. Foodservice, the Columbia food distributor that nearly bankrupted Ahold with a nearly $1 billion accounting scandal. Analysts said the sale could open the way for Ahold to sell its U.S. supermarket chains, including Giant Food of Landover.

In a surprise announcement, Royal Ahold NV said yesterday that its chief executive officer - brought in four years ago to turn around the company after a nearly $1 billion accounting scandal at Columbia food distributor U.S. Foodservice - is stepping down a year before his contract was to expire. The Dutch food company, which also owns Giant Food, said that Anders Moberg would leave July 1 to "pursue other business interests." Moberg consulted with the board, which agreed it was time for a change in leadership, according to a statement released by the company yesterday.

NEW YORK -- The United States is seeking a 30-year prison term for Mark P. Kaiser, the former marketing chief of Columbia-based U.S. Foodservice who was convicted of conspiracy and fraud, his lawyer said. Kaiser, convicted in November by a jury in New York, will be sentenced Thursday by U.S. District Judge Thomas Griesa. Kaiser's lawyer, Richard Morvillo, said in court papers yesterday that prosecutors asked for the lengthy sentence after claiming that the fraud had cut the market value of Royal Ahold NV, U.S. Foodservice's owner, by $6 billion and cost investors $800 million.

JP Foodservice Inc. of Columbia marked its first quarterly report as a public company with an upbeat report that showed sales up nearly 9 percent and operating earnings up 13 percent.The restaurant supply firm's performance was in line with analysts' expectations."The company has basically nailed its September quarter and December quarter projections," said Mark Allen, an analyst at Robinson Humphrey Co., an investment bank in Atlanta.Mr. Allen took note of the fact that earnings growth outpaced sales growth.

PHILADELPHIA -- Aramark Corp., the largest U.S.-based foodservice company, will be taken private after shareholders overwhelmingly approved a $6.3 billion buyout bid yesterday. It marked the second time that a group of investors led by chairman and chief executive Joseph Neubauer moved to take Aramark off the stock market. The first time, in 1984, was to thwart a "hostile takeover attempt that could have been the end of the company," Neubauer told a meeting of shareholders in Philadelphia.

Maryland: Courts Judge reviewing U.S. Foodservice case A federal judge is reviewing whether Deloitte & Touche LLP and Deloitte & Touche Accountants should go to trial for allegedly playing a role in an accounting scandal at Columbia-based U.S. Foodservice. Deloitte was the accounting and financial auditing firm for U.S. Foodservice, which is owned by Dutch food company Royal Ahold NV, when the company recorded false promotional allowances, which inaccurately reduced its cost of sales and inflated its earnings.