-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C9iYo1XZO9sBcMYwd+qcA0NK4x+cCwKODFEnJfZ9U/XK9JBAMTj/L7qaRAExHrPO YamBbTnwTEqxjwms9RQbUQ== 0000914062-01-500125.txt : 20010315 0000914062-01-500125.hdr.sgml : 20010315 ACCESSION NUMBER: 0000914062-01-500125 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010314 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GUEST SUPPLY INC CENTRAL INDEX KEY: 0000722642 STANDARD INDUSTRIAL CLASSIFICATION: PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS [2844] IRS NUMBER: 222320483 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: SEC FILE NUMBER: 005-35627 FILM NUMBER: 1568318 BUSINESS ADDRESS: STREET 1: 4301 U.S. HWY ONE CITY: MONMOUTH JUNCTION STATE: NJ ZIP: 08852 BUSINESS PHONE: 9082463011 MAIL ADDRESS: STREET 1: P.O. BOX 902 STREET 2: 720 U S HIGHWAY ONE CITY: MONMOUTH JUNCTION STATE: NJ ZIP: 08852 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SYSCO CORP CENTRAL INDEX KEY: 0000096021 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & RELATED PRODUCTS [5140] IRS NUMBER: 741648137 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 1390 ENCLAVE PKWY CITY: HOUSTON STATE: TX ZIP: 77077 BUSINESS PHONE: 2815841390 SC TO-T/A 1 syto314.txt AMENDED SCHEDULE TO-T - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO/A TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 5) GUEST SUPPLY, INC. (Name of Subject Company) SYSCO FOOD SERVICES OF NEW JERSEY, INC. SYSCO CORPORATION (Names of Filing Persons -- Offerors) COMMON STOCK, NO PAR VALUE 401630 10 8 (TITLE OF CLASS OF SECURITIES) (CUSIP Number of Class of Securities) MICHAEL C. NICHOLS, ESQ. VICE PRESIDENT, GENERAL COUNSEL AND ASSISTANT SECRETARY SYSCO CORPORATION 1390 ENCLAVE PARKWAY HOUSTON, TEXAS 77077 (281) 584-1390 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Person) COPIES TO: B. JOSEPH ALLEY, JR., ESQ. ARNALL GOLDEN GREGORY LLP 2800 ONE ATLANTIC CENTER 1201 WEST PEACHTREE STREET ATLANTA, GEORGIA 30309 (404) 873-8500 [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [X] third-party tender offer subject to Rule 14d-1. [ ] issuer tender offer subject to Rule 13e-4. [ ] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [X] This Amendment No. 5 amends and supplements the Tender Offer Statement on Schedule TO (the "Schedule TO"), filed on February 5, 2001 by Sysco Corporation, a Delaware corporation ("SYSCO"), and Sysco Food Services of New Jersey, Inc., a Delaware corporation ("SFS New Jersey") and a wholly owned subsidiary of SYSCO, relating to the offer by SFS New Jersey to exchange shares of common stock, par value $1.00 per share (the "SYSCO Shares"), of SYSCO for the outstanding shares of common stock, no par value (the "Guest Supply Shares"), of Guest Supply, Inc., a New Jersey corporation ("Guest Supply"), based on an exchange ratio described in the Schedule TO and upon the terms and subject to the adjustments and conditions set forth in the prospectus dated March 5, 2001 (the "Prospectus") and in the related Letter of Transmittal, copies of which are attached to the Schedule TO as exhibits (a)(1) and (a)(2) and which are hereby incorporated by reference thereto. ITEM 11. ADDITIONAL INFORMATION. Item 11 is amended and supplemented to include the following information: On March 13, 2001, SYSCO issued the press release filed as Exhibit (a) (9) hereto announcing the expiration of the subsequent offering period. The subsequent offering period expired on Monday, March 12, 2001 at 11:59 p.m. (EST). All shares of Guest Supply common stock validly tendered prior to the expiration of the subsequent offering period have been accepted for exchange and have been or will be exchanged promptly for shares of SYSCO common stock. Based on the latest available data, approximately 851,079 shares of Guest Supply common stock were tendered (including through notices of guaranteed delivery) in the subsequent offer prior to its expiration. A total of 7,162,013 shares (including through notices of guaranteed delivery) were tendered in the initial and subsequent offerings, which constitutes approximately 97.4 percent of the total number of outstanding shares of common stock of Guest Supply. ITEM 12. EXHIBITS. Item 12 of the Schedule TO is hereby amended and supplemented to include the following exhibit: (a)(9) Press release issued by SYSCO Corporation on March 13, 2001. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: March 14, 2001 SYSCO FOOD SERVICES OF NEW JERSEY, INC. By: /s/ Michael C. Nichols --------------------------------------------- Name: Michael C. Nichols Title: President SYSCO CORPORATION By: /s/ Michael C. Nichols --------------------------------------------- Name: Michael C. Nichols Title: Vice President and General Counsel 1334961v5 EX-99 2 syto9931.txt PRESS RELEASE SYSCO Corporation NEWS RELEASE 1390 Enclave Parkway Houston, Texas 77077-2099 (281) 584-1390 FOR MORE INFORMATION CONTACT: Toni R. Spigelmyer Assistant Vice President, Investor & Media Relations 281-584-1458 SYSCO CORPORATION ANNOUNCES EXPIRATION OF SUBSEQUENT OFFERING PERIOD IN GUEST SUPPLY EXCHANGE OFFER Operations to Integrate Immediately, Giving SYSCO 122 Distribution Locations HOUSTON--March 13, 2001--SYSCO Corporation (NYSE: SYY) today announced the expiration of the subsequent offering period for the exchange offer by its wholly owned subsidiary, Sysco Food Services of New Jersey Inc., for all of the outstanding shares of Guest Supply Inc. (NYSE: GSY) common stock at an exchange ratio of 0.9564 shares of SYSCO common stock for each share of common stock of Guest Supply. The subsequent offer expired at 11:59 p.m. (EST) on Monday, March 12, 2001. All shares validly tendered prior to the expiration of the subsequent offering period have been accepted for exchange and have been or will be exchanged promptly for SYSCO shares and for cash for fractional shares. Based on the latest available data, approximately 851,079 shares were tendered (including through notices of guaranteed delivery) in the subsequent offer prior to its expiration. A total of 7,162,013 shares (including through notices of guaranteed delivery) were tendered in the initial and subsequent offerings, which constitutes approximately 97.4 percent of the total number of outstanding shares of common stock of Guest Supply. Operational integration of SYSCO and Guest Supply will begin immediately. The pending merger of Guest Supply and Sysco Food Services of New Jersey, SYSCO's merger subsidiary, will become effective as soon as practicable subject to the terms of the Merger Agreement and Plan of Reorganization among Guest Supply, Sysco Food Services of New Jersey and SYSCO. Once the pending merger becomes effective, Guest Supply will become a wholly owned subsidiary of SYSCO Corporation. Commenting on the announcement, Charles H. Cotros, SYSCO's chairman and chief executive officer, said, "SYSCO and Guest Supply share a commitment to supreme customer service and this acquisition further strengthens that commitment. This acquisition is ideal for a number of reasons, including the synergies in distribution, product offerings, purchasing and technology. The added product depth that Guest Supply possesses expands the offerings we can provide to our customers, especially those in the hospitality market, and Guest Supply customers now have access to the 275,000 foodservice products and supplies SYSCO distributes. We are excited about the opportunities this acquisition will provide and the resulting benefits our customers will receive." - more - Clifford W. Stanley, president and chief executive officer of Guest Supply, added, "SYSCO's 122 distribution locations across the United States and Canada will allow us to further penetrate the housekeeping supply and personal care guest amenities market as well as the furniture, fixtures and equipment market, which total approximately $7.5 billion. The distribution network and technology initiatives that have made SYSCO the industry leader in foodservice distribution will give us many opportunities for growth." Headquartered in Monmouth Junction, New Jersey, Guest Supply operates principally as a distributor of personal care guest amenities, housekeeping supplies, room accessories and textiles to the lodging industry, and is a premier supplier of health and beauty aid products for consumer products companies and retailers. For the fiscal year ended September 29, 2000 Guest Supply generated sales of approximately $366 million. Guest Supply operates from 14 distribution centers located throughout the continental United States. SYSCO is the largest foodservice marketing and distribution organization in North America, providing food and related products and services to about 356,000 customers. The SYSCO distribution network, supported by more than 40,000 employees, currently extends throughout the entire contiguous United States, Alaska, the District of Columbia, Hawaii and portions of Canada. For fiscal 2000, which ended July 1, 2000, the company reported sales of $19.3 billion. Forward Looking Statements Certain statements made herein are forward-looking statements. They include statements regarding completion of the exchange offer, as described in the final prospectus, and the consideration to be paid by SYSCO in the exchange offer. These statements are based on management's current expectations and estimates; actual results may differ materially due to certain risks and uncertainties. For example, SYSCO's ability to achieve expected results may be affected by SYSCO's failure to successfully integrate Guest Supply's operations, the failure of the transaction to close due to the inability to obtain regulatory or other approvals, failure of the combined company to retain key executives and other personnel, conditions in the economy, industry growth and internal factors, such as the ability to control expenses. For a discussion of additional factors affecting SYSCO and the exchange offer and merger, see SYSCO's Registration Statement on Form S-4, including the prospectus contained therein, as filed with the Securities and Exchange Commission on March 5, 2001. Both companies urge investors and security holders to read the following documents, which are now or will become available, as well as other relevant documents to be filed, regarding the exchange offer and merger described above, because they contain important information: o SYSCO Corporation's final prospectus, prospectus supplements and tender offer materials. o SYSCO Corporation's Registration Statement on Form S-4 and Schedule TO containing or incorporating by reference certain documents and other information about SYSCO and Guest Supply. o Guest Supply's Solicitation/Recommendation Statement on Schedule 14D-9, as amended. o Guest Supply's Information Statement on Schedule 14F-1. These documents and amendments to these documents have been or will be filed with the Securities and Exchange Commission. When these and other documents are filed with the SEC, they may be obtained free at the SEC's Web site at www.sec.gov. You may also obtain free copies of these documents from SYSCO Corporation by directing your request to Investor Relations by fax at (281) 584-2721. # # # 1334961v5 -----END PRIVACY-ENHANCED MESSAGE-----