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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO/A
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
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GUEST SUPPLY, INC.
(Name of Subject Company)
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SYSCO FOOD SERVICES OF NEW JERSEY, INC.
SYSCO CORPORATION
(Names of Filing Persons -- Offerors)
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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)
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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
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[ ] 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. 2 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 herein.
ITEM 4. TERMS OF THE TRANSACTION.
Item 4 is amended and supplemented to include the following
information:
SYSCO has elected to provide a subsequent offering period in connection
with its exchange offer for shares of Guest Supply, Inc. 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.
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 February 26, 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 26, 2001 SYSCO FOOD SERVICES OF NEW JERSEY, INC.
By: /s/ Michael C. Nichols
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Name: Michael C. Nichols
Title: President
SYSCO CORPORATION
By: /s/ Michael C. Nichols
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Name: Michael C. Nichols
Title: Vice President
and General Counsel