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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
GUEST SUPPLY, INC.
(Name of Issuer)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
401630 10 8
(CUSIP Number)
MICHAEL C. NICHOLS, ESQ.
VICE PRESIDENT, GENERAL COUNSEL AND ASSISTANT SECRETARY
SYSCO CORPORATION
1390 ENCLAVE PARKWAY
HOUSTON, TEXAS 77077-2099
(281) 584-1390
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
JANUARY 22, 2001
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of
that section of the Exchange Act but shall be subject to all other provisions of
the Exchange Act (however, see the Notes).
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1. NAME OF REPORTING PERSON
Sysco Corporation
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
74-1648137
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X] (b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
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8. SHARED VOTING POWER
571,857 shares
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9. SOLE DISPOSITIVE POWER
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10. SHARED DISPOSITIVE POWER
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
571,857 shares
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.35%
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14. TYPE OF REPORTING PERSON
CO
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Neither the filing of this statement on Schedule 13D nor any of its
contents shall be deemed to constitute an admission by Sysco Corporation that it
is the beneficial owner of any of the Common Stock referred to herein for
purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or
for any other purpose, and such beneficial ownership is expressly disclaimed.
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1. NAME OF REPORTING PERSON
Sysco Food Services of New Jersey, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
76-0667436
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X] (b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
AF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
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8. SHARED VOTING POWER
571,857 shares
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9. SOLE DISPOSITIVE POWER
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10. SHARED DISPOSITIVE POWER
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
571,857 shares
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.35%
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14. TYPE OF REPORTING PERSON
CO
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Neither the filing of this statement on Schedule 13D nor any of its
contents shall be deemed to constitute an admission by Sysco Food Services of
New Jersey, Inc. that it is the beneficial owner of any of the Common Stock
referred to herein for purposes of Section 13(d) of the Securities Exchange Act
of 1934, as amended, or for any other purpose, and such beneficial ownership is
expressly disclaimed.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
This Amendment is filed to correct the number of shares of Guest Supply
common stock covered by the Tender Agreements as of January 22, 2001 and
February 1, 2001, as well as the percentage of issued and outstanding shares
represented by those shares.
(a)-(b) As a result of the Tender Agreements, SYSCO may be deemed to be the
beneficial owner of 639,357 shares of Common Stock as of January 22, 2001. Those
shares of Common Stock constituted approximately 9.34% of the issued and
outstanding shares of Common Stock, based on the number of shares of Common
Stock outstanding as of January 22, 2001 (as represented by Guest Supply in the
Merger Agreement discussed in Items 3 and 4). The Stockholders have subsequently
sold an aggregate of 67,500 shares pursuant to the right to do so granted in the
Tender Agreements. SYSCO is now the beneficial owner of 571,857 shares of Common
Stock, representing approximately 8.35% of the issued and outstanding shares as
of January 22, 2001. SYSCO may be deemed to have the shared power to vote the
shares of Common Stock with respect to those matters described above. However,
SYSCO (i) is not entitled to any rights as a stockholder of Guest Supply as to
the shares of Common Stock and (ii) disclaims any beneficial ownership of the
shares of Common Stock. SYSCO does not have the power to dispose of the shares
of Common Stock.
(c) To the knowledge of SYSCO, no transactions in the class of securities
reported have been effected during the past sixty days by any person named
pursuant to Item 2.
(d) To the knowledge of SYSCO, no other person has the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of, the securities of Guest Supply.
(e) Not applicable.
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SIGNATURE
After reasonable 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.
Date: February 2, 2001
SYSCO CORPORATION
By: /s/ MICHAEL C. NICHOLS
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Name: Michael C. Nichols
Title: Vice President and General
Counsel
SYSCO FOOD SERVICES OF
NEW JERSEY, INC.
By: /s/ MICHAEL C. NICHOLS
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Name: Michael C. Nichols
Title: President
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