-----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, EcNX9yqqEm2mLHawST/J2U53pXyskhnYEFdV5gDGdxKnooJh+ASpWGnJmTFelmmq 9/g4pEm0VKRpx+SiMVbySg== 0000914062-01-000007.txt : 20010307 0000914062-01-000007.hdr.sgml : 20010307 ACCESSION NUMBER: 0000914062-01-000007 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010226 ITEM INFORMATION: FILED AS OF DATE: 20010301 FILER: 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: 8-K SEC ACT: SEC FILE NUMBER: 001-06544 FILM NUMBER: 1558564 BUSINESS ADDRESS: STREET 1: 1390 ENCLAVE PKWY CITY: HOUSTON STATE: TX ZIP: 77077 BUSINESS PHONE: 2815841390 8-K 1 0001.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 26, 2001 SYSCO CORPORATION ----------------- (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-06544 74-1648137 ------- ---------- Commission File Number) (IRS Employer Identification No.) 1390 Enclave Parkway Houston, Texas 77077-2099 ---------------------------------------------- (Address of principal executive offices, including zip code) (281) 584-1390 -------------- (Registrant's telephone number, including area code) ----------------------------------------------------------- (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS. On February 26, 2001, SYSCO Corporation ("SYSCO") issued a press release announcing a subsequent offering period in connection with its exchange offer for the shares of common stock of Guest Supply, Inc. SYSCO hereby incorporates by reference herein the information set forth in its Press Release dated February 26, 2001, a copy of which is attached hereto as Exhibit 99.1. Except for the historical information contained in this report, the statements made by SYSCO are forward looking statements that involve risks and uncertainties. All such statements are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. SYSCO's future financial performance could differ significantly from the expectations of management and from results expressed or implied in the Press Release. For further information on other risk factors, please refer to the "Risk Factors" contained in SYSCO's Annual Report on Form 10-K for the fiscal year ended July 1, 2000 as filed with the Securities and Exchange Commission. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statements. Not applicable. (b) Pro Forma Financial Information. Not applicable. (c) Exhibits. Exhibit Number Description 99.1 Press Release dated February 26, 2001 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, SYSCO has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SYSCO CORPORATION Date: February 28, 2001 By: /s/ John K. Stubblefield, Jr. -------------------------------------- Name: John K. Stubblefield, Jr. Title: Executive Vice President, Finance and Administration 3 EXHIBIT INDEX Exhibit Number Description Page 99.1 Press Release dated February 26, 2001 5 4 EX-99.1 2 0002.txt PRESS RELEASE EXHIBIT 99.1 SYSCO Corporation NEWS RELEASE 1390 Enclave Parkway Houston, Texas 77077-2099 (281) 584-1390 FOR MORE INFORMATION CONTACT: Ms. Toni R. Spigelmyer Asst. VP, Investor/Media Relations 1390 Enclave Parkway Houston, TX 77077-2099 281-584-1458 SYSCO ANNOUNCES SUBSEQUENT OFFERING PERIOD IN GUEST SUPPLY EXCHANGE OFFER HOUSTON, FEBRUARY 26, 2001 -- SYSCO Corporation (NYSE: SYY) today announced that it has elected to provide a subsequent offering period in connection with its exchange offer for shares of Guest Supply, Inc. (NYSE: GSY). SYSCO is making this announcement at this time solely for the purpose of complying with SEC rules regarding the required timing of announcements relating to subsequent offering periods in tender offers. The subsequent offering period will begin on the next business day following the expiration of the initial offering and will expire at 11:59 p.m. (EST) on the fifth business day following the expiration of the initial offering period, unless the subsequent offering period is extended. The initial offering period is scheduled to expire at 11:59 p.m. (EST) on Monday, March 5, 2001, subject to extension. If all offer conditions are satisfied or waived in the initial offering period, SYSCO will immediately accept for exchange all shares validly tendered prior to the expiration date of the initial offering period. During the subsequent offering period, SYSCO will accept and pay for all validly tendered shares when tendered. The same price paid to Guest Supply stockholders at the conclusion of the initial offering period will be paid during the subsequent offering period. Shares tendered during the subsequent offering period may not be withdrawn. In addition, on February 7, 2001 SYSCO received early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 relating to its proposed acquisition and on February 6, 2001 Guest Supply received notification that it was in compliance with the New Jersey Industrial Site Recovery Act, which compliance is a condition to the proposed acquisition. 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. - more - 5 Forward Looking Statements Certain statements made herein are forward-looking statements. They include statements regarding completion of the exchange offer, as described in the preliminary 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 Guest Supply shareholders to tender shares or to approve the merger, if that approval is necessary, 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 February 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 preliminary prospectus, prospectus supplements, final prospectus 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. 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. 6 -----END PRIVACY-ENHANCED MESSAGE-----