-----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, CYpQ54sQyQRWiqdNXYiPKEKT8IoDGJ1X28GvCwNgvVbE8SxpmryeonCSaSaW8paG NAPP8IoYUJf9/TE88sfp7w== 0000914062-01-500117.txt : 20010308 0000914062-01-500117.hdr.sgml : 20010308 ACCESSION NUMBER: 0000914062-01-500117 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010307 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: 1562416 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 syto3601.txt AMENDED SCHEDULE TO - -------------------------------------------------------------------------------- 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. 4) 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: [ ] This Amendment No. 4 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 herein. ITEM 11. ADDITIONAL INFORMATION. Item 11 is amended and supplemented to include the following information: On March 6, 2001, SYSCO issued the press release filed as Exhibit (a) (9) hereto announcing the expiration of the initial offering period. The initial offering period expired on Monday, March 5, 2001 at 11:59 p.m. (EST). All shares of Guest Supply common stock validly tendered and not properly withdrawn prior to the expiration of the initial offering period have been accepted for exchange and will be exchanged promptly for shares of SYSCO common stock. Based on the latest available data, approximately 7,088,330 shares of Guest Supply common stock were tendered (including through notices of guaranteed delivery) in the initial offer, which represents approximately 96.9% of all currently outstanding Guest Supply common stock. All of the conditions to complete the initial offering have been met. SYSCO's previously announced subsequent offering period will begin today and will expire at 11:59 p.m. (EST) on Monday, March 12, 2001. SYSCO will accept and pay for all Guest Supply shares validly tendered in the subsequent offering when they are tendered. Guest Supply shareholders who tender their Guest Supply shares in the subsequent offering will also receive approximately 0.9564 shares of SYSCO common stock for each share of Guest Supply common stock tendered. Guest Supply shares tendered in the subsequent offering may not be withdrawn. 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 6, 2001. 2 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 6, 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 3 1334961 EX-99 2 syto3699.txt PRESS RELEASE EXHIBIT (a)(9) 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 ANNOUNCES EXPIRATION OF INITIAL GUEST SUPPLY EXCHANGE OFFERING PERIOD HOUSTON, MARCH 6, 2001 -- SYSCO Corporation (NYSE: SYY) today announced the expiration of the initial 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 common stock of Guest Supply, Inc. (NYSE: GSY) at an exchange ratio of 0.9564 shares of SYSCO common stock for each share of Guest Supply common stock tendered. The initial offer period expired at 11:59 p.m. (EST) on Monday, March 5, 2001. All shares of Guest Supply common stock validly tendered and not properly withdrawn prior to the expiration of the initial offer have been accepted for exchange and will be exchanged promptly for shares of SYSCO common stock. Based on the latest available data, approximately 7,088,330 shares of Guest Supply common stock were tendered (including through notices of guaranteed delivery) in the initial offer, which represents approximately 96.9% of all currently outstanding Guest Supply common stock. All of the conditions to complete the initial offering have been met. SYSCO's previously announced subsequent offering period will begin today and will expire at 11:59 p.m. (EST) on Monday, March 12, 2001. SYSCO will accept and pay for all Guest Supply shares validly tendered in the subsequent offering when they are tendered. Guest Supply shareholders who tender their Guest Supply shares in the subsequent offering will also receive approximately 0.9564 shares of SYSCO common stock for each share of Guest Supply common stock tendered. Guest Supply shares tendered in the subsequent offering may not be withdrawn. 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. -more- 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 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 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. # # # 1334961 -----END PRIVACY-ENHANCED MESSAGE-----