-----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, OtHCelWSvgjskWJG/yNodojzRoNz+htG8IgnEH63Jr4GLkEI7xJEyPk3ocyIHfV/ EQlzRG7N003fTBObnXNFRw== 0000914062-01-500043.txt : 20010206 0000914062-01-500043.hdr.sgml : 20010206 ACCESSION NUMBER: 0000914062-01-500043 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010205 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-I/A SEC ACT: SEC FILE NUMBER: 005-35627 FILM NUMBER: 1525358 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-I/A BUSINESS ADDRESS: STREET 1: 1390 ENCLAVE PKWY CITY: HOUSTON STATE: TX ZIP: 77077 BUSINESS PHONE: 2815841390 SC TO-I/A 1 systo201.txt SCHEDULE TO/A 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. 1) ---------------------------------------------- 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, GEORGE 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: [ ] This Amendment No. 1 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 preliminary prospectus dated February 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. ITEM 12. EXHIBITS. Item 12 of the Schedule TO is hereby amended and supplemented to include the following exhibit: (a)(8) Press release issued by Sysco Corporation on February 5, 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: February 5, 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 2 1325907v1 EX-99 2 systo99.txt PRESS RELEASE Exhibit 99(a)(8) 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. - more - 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-----