-----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, PlMlEDJr8waHn7zrTf7+3yWyB1OsYfHvK3CxW5UByZR356KLKjVp25igoHh/lO1/ V7FYieBJwpxph9nkrfDD/A== 0000914062-01-500041.txt : 20010206 0000914062-01-500041.hdr.sgml : 20010206 ACCESSION NUMBER: 0000914062-01-500041 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010205 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010205 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: 1525295 BUSINESS ADDRESS: STREET 1: 1390 ENCLAVE PKWY CITY: HOUSTON STATE: TX ZIP: 77077 BUSINESS PHONE: 2815841390 8-K 1 sy8k201.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 5, 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 5, 2001, SYSCO Corporation ("SYSCO") issued a press release announcing the commencement of its offer to exchange shares of common stock, $1.00 par value, of SYSCO for all of the outstanding shares of common stock, no par value, of Guest Supply, Inc. SYSCO hereby incorporates by reference herein the information set forth in its Press Release dated February 5, 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 Registration Statement on Form S-4 as filed with the Securities and Exchange Commission on February 5, 2000. 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 5, 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 5, 2001 By: /s/ John K. Stubblefield ------------------------------- 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 5, 2001 5 4 1326083v1 EX-99 2 sy8k299.txt PRESS RELEASE SYSCO Corporation NEWS RELEASE 1390 Enclave Parkway ------------ Houston, Texas 77077-2099 (281) 584-1390 FOR MORE INFORMATION CONTACT: Guest Supply, Inc. SYSCO Corporation Mr. Paul Xenis Ms. Toni R. Spigelmyer VP, Finance Asst. VP, Investor/Media Relations 4301 U.S. Highway One 1390 Enclave Parkway Monmouth Junction, NJ 08852-0902 Houston, TX 77077-2099 609-514-9696 281-584-1458 SYSCO AND GUEST SUPPLY ANNOUNCE COMMENCEMENT OF EXCHANGE OFFER HOUSTON, TX - MONMOUTH JUNCTION, NJ - February 5, 2001 - SYSCO Corporation (NYSE: SYY) and Guest Supply, Inc. (NYSE: GSY) announced that on February 5, 2001 SYSCO, through a wholly owned subsidiary, commenced its previously announced exchange offer for shares of Guest Supply common stock. Guest Supply's board of directors has unanimously voted to recommend that Guest Supply's stockholders accept the exchange offer. Guest Supply stockholders will receive shares of SYSCO common stock for shares of Guest Supply common stock tendered in the exchange offer. The number of SYSCO shares to be issued in exchange for each Guest Supply share tendered and accepted will be between approximately 0.8667 to 1.1818 shares according to a formula that is based on SYSCO's stock price. If the average of the closing prices per share of SYSCO common stock on The New York Stock Exchange for each of the fifteen consecutive trading days ending on the trading day that is five trading days prior to the expiration date of the offer, as it may be extended from time to time, which is referred to as the SYSCO average trading price, is at least $22.00 but less than or equal to $30.00, Guest Supply stockholders will receive for each Guest Supply share a number of SYSCO shares equal to $26.00 divided by the SYSCO average trading price. If the SYSCO average trading price is less than $22.00, Guest Supply stockholders will receive for each Guest Supply share approximately 1.1818 SYSCO shares. If the SYSCO average trading price is more than $30.00, Guest Supply stockholders will receive for each Guest Supply share approximately 0.8667 SYSCO shares. The SYSCO average trading price cannot be determined at this time. The exchange offer is subject to the tender of at least a majority of the outstanding Guest Supply shares on a fully diluted basis and other customary conditions. The offer and withdrawal rights will expire at 11:59 p.m. (EST), on March 5, 2001, unless extended. 5 SYSCO is mailing today to registered holders of Guest Supply shares a preliminary prospectus regarding the exchange offer, Guest Supply's Schedule 14D-9, and a letter of transmittal to be used to tender Guest Supply shares in the exchange offer. Beneficial owners of Guest Supply shares holding in "street name" through their brokers may receive the prospectus and letter of transmittal from our Information Agent, MacKenzie Partners, Inc., by calling toll free 1-800-322-2885. 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 and related merger, as described in the preliminary prospectus, and the consideration to be paid by SYSCO in the exchange offer, including SYSCO's future stock price. 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. 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. # # # -----END PRIVACY-ENHANCED MESSAGE-----