Filed by SYSCO Corporation
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Guest Supply, Inc.
Commission File No. 333-54940
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SYSCO [GRAPHIC OMITTED]
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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tendered and not properly withdrawn prior to the expiration of the initial offer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Guest Supply shares tendered in the subsequent offering may not be withdrawn.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.
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.
-more-
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.
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