-----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, TYHlycVr+x5WMuwS1xz3d7/cFJR8aitR9VQWPtbAeW2AQ/8owrFdBvRIfRHJOJx8 zKdrRF4nhM1uuguJQ6GS6Q== 0000914062-01-500020.txt : 20010123 0000914062-01-500020.hdr.sgml : 20010123 ACCESSION NUMBER: 0000914062-01-500020 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010117 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010122 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: 1512929 BUSINESS ADDRESS: STREET 1: 1390 ENCLAVE PKWY CITY: HOUSTON STATE: TX ZIP: 77077 BUSINESS PHONE: 2815841390 8-K 1 sy8k1701.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): January 17, 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 January 17, 2001, SYSCO Corporation ("SYSCO") issued a press release announcing its results of operations for the fiscal quarter ended December 30, 2000. SYSCO hereby incorporates by reference herein the information set forth in its Press Release dated January 17, 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 January 17, 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: January 22 , 2001 By: /s/ Michael C. Nichols ------ ---------------------------------- Name: Michael C. Nichols Title: Vice President and General Counsel 3 EXHIBIT INDEX Exhibit Number Description Page - -------------- ----------- ---- 99.1 Press Release dated January 17, 2001 5 4 EX-99 2 sy8k1799.txt PRESS RELEASE SYSCO Corporation NEWS RELEASE ------------ 1390 Enclave Parkway Houston, Texas 77077-2099 (281) 584-1390 FOR MORE INFORMATION CONTACT: Diane Day Sanders Vice President and Treasurer 281-584-1303 SYSCO'S SALES RISE 13.7%, EPS UP 40% IN 2Q FISCAL 2001 DUE TO ACCOUNT PENETRATION, SYSCO BRAND SALES GROWTH, TECHNOLOGY GAINS HOUSTON, January 17, 2001 -- SYSCO Corporation (NYSE: SYY) today announced that continued penetration of marketing associate-served independent customers as well as strategic multi-unit business, growth in SYSCO Brand sales and technology benefits resulted in substantial sales and earnings growth for the second quarter of fiscal 2001 ended December 30, 2000. Diluted earnings per share reached $0.21 for the quarter, a 40 percent increase over second quarter fiscal 2000 earnings per share of $0.15 (restated for the two-for-one stock split of December 15, 2000). Sales of $5.3 billion for the quarter were 13.7 percent higher than the $4.7 billion reported during the same period in fiscal 2000, and net earnings were $139.4 million, 36.8 percent above the $101.9 million recorded during the prior year's second quarter. For the first half of fiscal 2001, diluted earnings per share increased 35.5 percent, rising to $0.42, compared to $0.31 per share earned before an accounting change during the first half of fiscal 2000. First half sales of $10.7 billion and net earnings of $283.4 million signified increases of 14.4 percent and 36.5 percent, respectively, in comparison to the $9.3 billion and $207.6 million before an accounting change incurred during the first half of fiscal 2000. "We experienced solid sales growth in the quarter, which resulted in two record sales weeks for the period," said Charles H. Cotros, SYSCO's chairman and chief executive officer. "We continue to be pleased that our commitment to helping our customers achieve success is enabling us to further penetrate the marketing associate-served, or independent, customer segment of our business. "For the quarter," continued Mr. Cotros, "marketing associate-served sales represented 54.3 percent of traditional broadline sales, compared to 53.6 percent in fiscal 2000. Another component of our strong performance is the increasing acceptance of the quality and value advantages provided by the company's own branded products, boosting sales of SYSCO Brand products to 53.3 percent of marketing associate-served sales this period, compared to 50.0 percent in last year's second quarter. Equally important is the performance of our new information technology systems, which are continuing to provide effective tools for immediate actions, allowing our companies to better and more efficiently serve our customers. In addition, the broadline, fresh-cut steak and specialty produce acquisitions made in fiscal 2000 are also contributing to our performance. We are equally excited about the addition of the specialty meat divisions of the Freedman Companies, the closing of which was announced yesterday. "After adjusting 4.6 percent for acquisitions and 1.5 percent for inflation, real sales growth during the quarter was 7.6 percent, in line with our stated long-term sustainable high single-digit objective. For the first half of fiscal 2001, real sales growth was 7.9 percent after eliminating the effects of 4.9 percent for acquisitions and 1.6 percent for inflation, again in line with our objective." - more - 5 Mr. Cotros also discussed the two-for-one stock split and dividend increase that occurred during SYSCO's second quarter. "The split was the ninth in SYSCO's history and the dividend increase was the 32nd in our 30 years as a public company," he stated. "Both actions reflect the confidence that management and our Board of Directors have in SYSCO's ability to increase market share, maintain operating efficiencies and generate cash flow in excess of that needed to fund existing operations and internal expansion efforts. "We consistently have pursued internal growth opportunities through a focus on expense reduction, maintaining an appropriate customer mix and our 'fold-out' strategy," continued Mr. Cotros. "Both the Nevada and South Carolina 'fold-out' facilities, which are expected to open during the first quarter of calendar year 2002, are indicative of our internal growth opportunities. In addition, two new facilities -- in the Hampton Roads area of Virginia and in Sacramento, California -- are on schedule to open in the summer and fall of this year, respectively. Our desire to pursue selective acquisition candidates also continued during the second quarter as we finalized the acquisition of a broadline operation in western Canada and a specialty meat provider in Washington, D.C. "Looking toward the remainder of the year, we typically plan for the normal weather-related risks inherent during the March quarter and then enjoy strong fourth quarter results," Mr. Cotros concluded. "During last year's third quarter, unseasonably mild weather averted any distribution interruptions and, ultimately, we posted our strongest third quarter in decades. We have been very successful at developing strategies that help our customers succeed -- and help SYSCO to increase shareholder value -- and we are optimistic about the company's continued growth prospects." 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 UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. THEY INCLUDE STATEMENTS REGARDING SALES MOMENTUM, REAL SALES GROWTH, EARNINGS GROWTH, CONTINUED STRENGTH OF SYSCO BRAND PRODUCTS, INDUSTRY GROWTH, IMPROVED OPERATING EFFICIENCIES AND PRODUCTIVITY RELATED TO INFORMATION SYSTEMS, THE ABILITY TO INCREASE MARKET SHARE, ANTICIPATED THIRD AND FOURTH QUARTER RESULTS, AND IMPLEMENTATION AND TIMING OF "FOLD-OUT" OPERATIONS AND ACQUISITIONS. THESE STATEMENTS INVOLVE RISKS AND UNCERTAINTIES AND ARE BASED ON MANAGEMENT'S CURRENT EXPECTATIONS AND ESTIMATES; ACTUAL RESULTS MAY DIFFER MATERIALLY. THOSE RISKS AND UNCERTAINTIES THAT COULD IMPACT THESE STATEMENTS INCLUDE THE RISKS RELATING TO THE FOODSERVICE DISTRIBUTION INDUSTRY'S RELATIVELY LOW PROFIT MARGINS AND SENSITIVITY TO GENERAL ECONOMIC CONDITIONS; SYSCO'S LEVERAGE AND DEBT RISKS; THE SUCCESSFUL COMPLETION OF ACQUISITIONS AND INTEGRATION OF ACQUIRED COMPANIES; THE POSSIBILITY THAT THE COMPANY'S INFORMATION SYSTEMS WILL NOT OPERATE AS ANTICIPATED AND THEREFORE NOT PROVIDE THE COMPANY WITH THE EXPECTED COMPETITIVE EDGE, THE RISK OF INTERRUPTION OF SUPPLIES DUE TO LACK OF LONG-TERM CONTRACTS, SEVERE WEATHER, WORK STOPPAGES OR OTHERWISE; AND INTERNAL FACTORS SUCH AS THE ABILITY TO CONTROL EXPENSES. IN ADDITION, THE DECISION TO PURSUE ACQUISITIONS AND "FOLD-OUTS" COULD VARY DUE TO CONSTRUCTION SCHEDULES AND THE TIMING OF OTHER EXPENDITURES, WHILE THE IMPLEMENTATION AND TIMING OF "FOLD-OUT" OPERATIONS AND ACQUISITIONS COULD BE IMPACTED BY COMPETITIVE CONDITIONS, LABOR ISSUES, WEATHER, SATISFACTORY COMPLETION OF DUE DILIGENCE AND OTHER MATTERS. FOR A DISCUSSION OF ADDITIONAL FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER FROM THOSE DESCRIBED IN THE FORWARD-LOOKING STATEMENTS, SEE THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED JULY 1, 2000 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. - more - 6 The comparative financial data for the second quarter of fiscal years 2001 and 2000 are summarized below. ($000 omitted except for per share data) For the 13-Week Period Ended ---------------------------- December 30, 2000 January 1, 2000 ----------------- --------------- Sales $5,290,530 $4,651,535 Costs and expenses Cost of sales 4,250,987 3,771,998 Operating expenses 795,674 695,418 Interest expense 18,034 16,680 Other, net 46 1,754 ----------------- --------------- Total costs and expenses 5,064,741 4,485,850 ----------------- --------------- Earnings before income taxes 225,789 165,685 Income taxes 86,364 63,789 ----------------- --------------- Net earnings $ 139,425 $ 101,896 ================= =============== Basic earnings per share $ 0.21 $ 0.16 ================= =============== Diluted earnings per share $ 0.21 $ 0.15 ================= =============== Basic Average number of shares outstanding 664,089,758 656,956,410 ================= =============== Diluted Average number of shares outstanding 675,760,002 667,088,036 ================= =============== Note: All share information has been adjusted for the 2-for-1 stock split of December 15, 2000. - more - 7 The comparative financial data for the 26-weeks of fiscal years 2001 and 2000 are summarized below. ($000 omitted except for per share data) For the 26-Week Period Ended ---------------------------- December 30, 2000 January 1, 2000 ----------------- --------------- Total sales $10,650,704 $9,308,569 Costs and expenses Cost of sales 8,573,771 7,565,198 Operating expenses 1,583,171 1,369,662 Interest expense 35,435 34,624 Other, net (587) 1,565 ----------------- --------------- Total costs and expenses 10,191,790 8,971,049 ----------------- --------------- Earnings before income taxes 458,914 337,520 Income taxes 175,535 129,945 ----------------- --------------- Earnings before cumulative effect of accounting change 283,379 207,575 Cumulative effect of accounting change -- (8,041) ----------------- --------------- Net earnings $ 283,379 $ 199,534 ================= =============== Earnings before accounting change: Basic earnings per share $ 0.43 $ 0.32 ================= =============== Diluted earnings per share $ 0.42 $ 0.31 ================= =============== Cumulative effect of accounting change: Basic earnings per share $ -- $ (0.01) ================= =============== Diluted earnings per share $ -- $ (0.01) ================= =============== Net earnings: Basic earnings per share $ 0.43 $ 0.30 ================= =============== Diluted earnings per share $ 0.42 $ 0.30 ================= =============== Basic Average number of shares outstanding 664,070,815 657,403,438 ================= =============== Diluted Average number of shares outstanding 675,428,912 667,372,268 ================= =============== Note: All share information has been adjusted for the 2-for-1 stock split of December 15, 2000. # # # 8 -----END PRIVACY-ENHANCED MESSAGE-----