As filed with the Securities and Exchange Commission on October 26, 2000July 20, 2001
Registration No. 333-________333-______
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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SYSCO CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 74-1648137
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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1390 Enclave Parkway
Houston, Texas 77077-2099
(281) 584-1390
(Address, including zip code, telephone
number, including area code, of
registrant's principal executive
offices)
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MICHAEL C. NICHOLS
Vice President, General Counsel and Assistant Secretary
1390 Enclave Parkway
Houston, Texas 77077-2099
(281) 584-1390
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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COPIES TO:
B. Joseph Alley, Jr., Esq.
Arnall Golden & Gregory LLP
2800 One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309-3450
(404) 873-8500
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Approximate Date of Commencement of Proposed Sale To The Public: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ X ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
Calculation of Registration Fee
- ------------------------------- ----------------- ----------------------- ----------------------- ---------------------------------------------------------
Proposed Maximum Proposed Maximum Amount of Registration
Title of Securities to be Amount to be Offering Price Aggregate Offering Fee(1)Registration
Registered Registered Per Share(1) Price(1) Fee(1)
- ------------------------------- ----------------- ----------------------- ----------------------- ----------------------------------
-----------------------
Common Stock, $1 par value
per share 1,656,418169,997 Shares $46.65625 $77,282,252.31 $20,402.51$28.80 $4,895,913.60 $1,223.98
- ------------------------------- ----------------- ----------------------- ----------------------- ---------------------------------------------------------
(1) Calculated pursuant to Rule 457(c) and based on the average of the high and
low prices of SYSCO's common stock on October 20, 2000,July 19, 2001, as reported on the New
York Stock Exchange.
The Registrant hereby amends this registration on such date or dates as may
be necessary to delay its effective date until the Registrant shall file a
further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act or until this Registration Statement shall become effective on
such date as the Securities and Exchange Commission acting pursuant to said
Section 8(a), may determine.
The information in this prospectus is not complete and may change. This
prospectus is included in a registration statement that we filed with the
Securities and Exchange Commission. The selling shareholders cannot sell these
securities until that registration statement becomes effective. This prospectus
is not an offer to sell these securities, and it is not soliciting an offer to
buy these securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED OCTOBER 26, 2000JULY 20, 2001
PROSPECTUS
1,656,418169,997 SHARES
SYSCO CORPORATION
COMMON STOCK
This prospectus relates to the offer and sale from time to time of 1,656,418169,997
shares of SYSCO common stock by the selling shareholders identified on pages 5-6page 5 of
this prospectus.
The selling shareholders will sell their shares as described in the section
of this prospectus entitled "Plan of Distribution." SYSCO will not receive any
of the proceeds from the sale of shares of common stock by the selling
shareholders.
SYSCO's common stock is traded on the New York Stock Exchange under the
symbol "SYY." The last reported sale price of the common stock on October 25,
2000July 19, 2001
was $48.8125$28.81 per share.
---------------------------------------
This investment involves risks. See "RISK FACTORS" beginning on page 3.
---------------------------------------3
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.
The date of this prospectus is OctoberJuly __, 20002001
TABLE OF CONTENTS
Page
SYSCO Corporation..............................................................2Sysco Corporation...........................................................2
Risk Factors...................................................................3Factors................................................................3
Use of Proceeds................................................................4Proceeds.............................................................4
Selling Shareholders...........................................................4Shareholders........................................................4
Plan of Distribution...........................................................7Distribution........................................................6
Legal Matters..................................................................8
Experts........................................................................8Matters...............................................................7
Experts.....................................................................7
Where You Can Find More Information............................................8Information.........................................7
You should rely only on the information contained or incorporated by
reference in this prospectus. We have not authorized anyone to provide you with
information different from that contained in this prospectus. You should assume
that the information appearing in this prospectus is accurate as of the date on
the front cover of this prospectus only, regardless of the time of delivery of
this prospectus or of any sale of the common stock. In this prospectus, "SYSCO,"
"we," "us," and "our" refer to SYSCOSysco Corporation and its subsidiaries.
SYSCO CORPORATION
SYSCOSysco Corporation, together with its subsidiaries and divisions, is the
largest North American distributor of food and related products to the
foodservice or "food-prepared-away-from-home" industry. SYSCO provides its
products and services to approximately 356,000 customers, including:
o restaurants;
o healthcare and educational facilities;
o lodging establishments; and
o other foodservice customers.
Since SYSCO's formation in 1969, annual sales have grown from approximately
$115 million to over $19 billion in fiscal 2000. SYSCO's innovations in food
technology, packaging and transportation provide customers with quality products
delivered on time, in excellent condition and at reasonable prices.
Products distributed by SYSCO include:
o a full line of frozen foods, such as meats, fully prepared entrees,
fruits, vegetables and desserts;
o a full line of canned and dry goods;foods;
o fresh meats;
o imported specialties; and
o fresh produce.
SYSCO also supplies a wide variety of nonfood items, including:
o paper products, such as disposable napkins, plates and cups;
o tableware, such as china and silverware;
o restaurant and kitchen equipment and supplies;
o medical and surgical supplies;
o cleaning supplies; and
o cleaning supplies.personal care guest amenities, housekeeping supplies, room accessories
and textiles to the lodging industry.
SYSCO distributes both nationally-branded merchandise and products packaged
under its own private brands.
Our principal executive offices are located at 1390 Enclave Parkway,
Houston, Texas 77077-2099, and our telephone number is (281) 584-1390.
2
RISK FACTORS
In addition to the other information in this prospectus, the following risk
factors should be considered carefully in evaluating an investment in the common
stock offered hereby.
SYSCO Is In A Low Margin Business and Its Profitability May Be Negatively
Impacted During Periods ofBy Food Price Deflation and Other Factors
The foodservice distribution industry is characterized by relatively high
inventory turnover with relatively low profit margins. SYSCO makes a significant
portion of its sales at prices that are based on the cost of products it sells
plus a percentage markup. As a result, SYSCO's profit levels may be negatively
impacted during periods of food price deflation, even though SYSCO's gross
profit percentage may remain relatively constant. The foodservice industry is
sensitive to national and economic conditions. SYSCO's operating results also
are sensitive to, and may be adversely affected by, other factors, including
difficulties with the collectability of accounts receivable, inventory control,
competitive price pressures, severe weather conditions and unexpected increases
in fuel or other transportation-related costs. Although such factors have not
had a material adverse impact on SYSCO's past operations, there can be no
assurance that one or more of these factors will not adversely affect future
operating results.
SYSCO's Significant Indebtedness Could Increase Its Vulnerability to Competitive
Pressures, Negatively Affect Its Ability to Expand and Decrease the Market Value
of Its Common Stock
As of July 1, 2000, SYSCO had approximately $1.04$1.02 billion of long-term
indebtedness outstanding. Because historically a substantial part of SYSCO's
growth has been the result of acquisitions and capital expansion, SYSCO's
continued growth depends, in large part, on its ability to continue this
expansion. As a result, its inability to finance acquisitions and capital
expenditures through borrowed funds could restrict its ability to expand.
Moreover, any default under the documents governing the indebtedness of SYSCO
could have a significant adverse effect on the market value of SYSCO's common
stock. Further, SYSCO's leveraged position may also increase its vulnerability
to competitive pressures.
Because SYSCO Sells Food Products, It Faces the Risk of Exposure to Product
Liability Claims
SYSCO, like any other seller of food, faces the risk of exposure to product
liability claims in the event that the use of products sold by it causes injury
or illness. With respect to product liability claims, SYSCO believes it has
sufficient primary or excess umbrella liability insurance. However, this
insurance may not continue to be available at a reasonable cost, or, if
available, may not be adequate to cover liabilities. SYSCO generally seeks
contractual indemnification and insurance coverage from parties supplying its
products, but this indemnification or insurance coverage is limited, as a
practical matter, to the creditworthiness of the indemnifying party and the
insured limits of any insurance provided by suppliers. If SYSCO does not have
adequate insurance or contractual indemnification available, product liability
relating to defective products could materially reduce SYSCO's net income and
earnings per share.
Because SYSCO Has Few Long-Term Contracts with Suppliers and Does Not Control
the Actual Production of itsthe Products it Sells, SYSCO May Be Unable to Obtain
Adequate Supplies of Its Products
SYSCO obtains substantially all of its foodservice products from other
suppliers. For the most part, SYSCO does not have long-term contracts with any
supplier committing it to provide products to SYSCO. Although SYSCO's purchasing
volume can provide leverage when dealing with suppliers, suppliers may not
provide the foodservice products and supplies needed by SYSCO in the quantities
requested. Because SYSCO does not control the actual production of itsthe products
it sells, it is also subject to delays caused by interruption in production
based on conditions outside its control. These conditions include:
o job actions or strikes by employees of suppliers;
o weather;
o crop conditions;
o transportation interruptions; and
o natural disasters or other catastrophic events.
SYSCO's inability to obtain adequate supplies of its foodservice products
as a result of any of the foregoing factors or otherwise, could mean that SYSCO
could not fulfill its obligations to customers, and customers may turn to other
distributors.
If SYSCO Cannot Renegotiate Its Union Contracts, Its Profitability May Decrease
Because of Work Stoppages
As of July 1, 2000, approximately 8,000 SYSCO employees at 34 operating
companies were members of 48 different local unions associated with the
3
International Brotherhood of Teamsters and other labor organizations, at 34 operating companies.organizations. In fiscal
2001, 14 agreements covering approximately 2,500 employees will expire. Failure
to effectively renegotiate these contracts could result in work stoppages.
3
Although SYSCO has not experienced any significant labor disputes or work
stoppages to date, and believes it has satisfactory relationships with its
unions, a work stoppage due to failure to renegotiate a union contact,contract, or
otherwise, could have a material adverse effect on SYSCO.
If SYSCO Cannot Integrate Acquired Companies with Its Business, Its
Profitability May Decrease
If SYSCO is unable to integrate acquired businesses successfully and
realize anticipated economic, operational and other benefits in a timely manner,
its profitability may decrease. Integration of an acquired business may be more
difficult when SYSCO acquires a business in a market in which it has limited or
no expertise, or with a corporate culture different from SYSCO's. If SYSCO is
unable to integrate acquired businesses successfully, it may incur substantial
costs and delays in increasing its customer base. In addition, the failure to
integrate acquisitions successfully may divert management's attention from
SYSCO's existing business and may damage SYSCO's relationships with its key
customers and suppliers.
Provisions in SYSCO's Charter and Stockholder Rights Plan May Inhibit a Takeover
of SYSCO
Under its Restated Certificate of Incorporation, SYSCO's Board of Directors is
authorized to issue up to 1.5 million shares of preferred stock without
stockholder approval. No shares of preferred stock are currently outstanding.
Issuance of these shares would make it more difficult for anyone to acquire
SYSCO without approval of the Board of Directors because more shares would have
to be acquired to gain control. If anyone attempts to acquire SYSCO without
approval of the Board of Directors of SYSCO, the stockholders of SYSCO have the
right to purchase preferred stock of SYSCO, which also means more shares would
have to be acquired to gain control. Both of these devices may deter hostile
takeover attempts that might result in an acquisition of SYSCO that would have
been financially beneficial to SYSCO's stockholders.
Forward Looking Statements
Some of the information contained or incorporated by reference in this
prospectus contains forward-looking statements that involve substantial risks
and uncertainties. You can identify these statements by forward-looking words
such as "may," "will," "expect," "anticipate," "believe," "estimate""estimate," "could"
and "continue" or similar words. You should read statements that contain these
words carefully for the following reasons:
o the statements discuss our future expectations;
o the statements contain projections of our future results of operations
or of our financial condition; and
o the statements state other "forward-looking" information.
We believe it is important to communicate our expectations to our
investors. There may be events in the future, however, that we are not
accurately able to predict or over which we have no control. The risk factors
listed in this section, as well as any cautionary language in this prospectus,
provide examples of risks, uncertainties and events that may cause our actual
results to differ materially from the expectations we describe in our
forward-looking statements. Before you invest in our common stock, you should be
aware that the occurrence of any of the events described in these risk factors
and elsewhere in this prospectus could have a material adverse effect on our
business, financial condition and results of operations. In such case, the
trading price of our common stock could decline and you may lose all or part of
your investment.
USE OF PROCEEDS
This prospectus relates to the offer and sale of our common stock by the
selling shareholders. We will not receive any proceeds from the sale of the
common stock. We will pay all expenses related to the registration of the common
stock including fees of counsel to the selling shareholders up to an amount of
$25,000, but excludingexcept underwriting discounts and commissions.commissions and fees and expenses of
counsel for the selling shareholders.
SELLING SHAREHOLDERS
TheOf the 169,997 shares of SYSCO common stock to which this prospectus
relates, is58,000 shares are being offered by former shareholders of FreshPoint Holdings, Inc.HRI Supply
Ltd. and/or their permitted transferees. On March 17, 2000, SYSCO issued 2,769,709 shares of common stock to
theMay 4, 2001, certain former
shareholders of FreshPointHRI Supply received shares in a Canadian subsidiary of SYSCO in
connection with the merger between a
wholly-owned subsidiaryacquisition of SYSCOall of the issued and FreshPoint. In connection with the merger,
weoutstanding shares of
HRI Supply by such subsidiary. We entered into a registration rights agreement
with thesuch former shareholders of FreshPoint,HRI Supply, under which we agreed to register
for sale certain shares of SYSCO common stock into which shares of such
subsidiary of SYSCO are exchangeable on a one for one basis. On June 25, 2001,
58,000 shares held by the former shareholders of HRI Supply were exchanged for
shares of SYSCO common stock.
4
This prospectus also relates to 111,997 shares of SYSCO common stock being
offered by former shareholders of North Douglas Distributors Ltd. and/or their
permitted transferees. On December 7, 2000, former shareholders of North Douglas
Distributors received shares in a Canadian subsidiary of SYSCO in connection
with the acquisition of all of the issued and outstanding shares of North
Douglas Distributors by such subsidiary. We entered into a registration rights
agreement with such former shareholders of North Douglas Distributors, under
which we agreed to register for sale certain shares of SYSCO common stock issuedinto
which shares of such subsidiary of SYSCO are exchangeable on a one for one
basis. On July 19, 2001, 111,997 shares held by SYSCO to the former FreshPoint shareholders.shareholders of North
Douglas Distributors were exchanged for shares of SYSCO common stock.
The following table states the name of each of the selling shareholders,
the number of shares of common stock of SYSCO beneficially owned by each selling
shareholder as of September 30, 2000,July 20, 2001, the number of shares which may be sold for the
account of each selling shareholder, the number of shares of common stock that
will be beneficially owned by each selling shareholder after the completion of
the offering assuming the sale of all shares offered, the percentage of SYSCO
common stock owned by each selling shareholder as of September 30, 2000,July 20, 2001, and the
percentage of SYSCO common stock owned by each selling shareholder after the
completion of the offering, assuming the sale of all shares offered.
4
Beneficial Ownership Number of Beneficial Ownership
Name of
Prior to the Offering(1) Number ofOffering Shares After the Offering (1)
(2)Name of --------------------- ---------------- ------------------------ Shares --------------------------
Selling Shareholder Shares Percentage Offered Shares Percentage
- ------------------- ----------------- ---------- --------- ---------------------- ----------- ----------
Ross D. Ain 1,796William Redmond(2) 226,070 * 1,796 033,122 192,948 *
Bruce Boisture - Dean Witter IRA 1,347Luba Redmond(2) 44,867 * 1,347 024,878 19,989 *
Christopher Crawford 449Armando Barbon(3) 282,066 * 449 051,525 230,541 *
Lynne Crawford 898Yole Barbon(3) 7,618 * 898 04,404 3,214 *
Robert Dussler, Jr.S.A.N.Y. Holdings Ltd.(3)(5) 798,284 96,972 * 798,284 056,068 40,904 *
Ariel Emanuel 898 * 898 0 *
Christopher Jennings 1,347 * 1,347 0 *
Donald R. Kendall 20,656 * 20,656 0 *
James M. Kendrigan 1,796 * 1,796 0 *
Michael J.P. Klein 498 * 498 0 *
Mark Levin 4,490 * 4,490 0 *
Joel Mandel 1,347 * 1,347 0 *
Lauren Marrus 898 * 898 0 *
D. Calhoun McNair 4,041 * 4,041 0 *
John D. Miller 1,347 * 1,347 0 *
Jonathan Morris 898 * 898 0 *
David Pecker 1,347 * 1,347 0 *
K&M Powell Family 1985 Revocable Trust 2,245 * 2,245 0 *
Estate of Jerry Rosenfield 898 * 898 0 *
Martin J. Smircich 1,347 * 1,347 0 *
Egide Thein 1,347 * 1,347 0 *
Frederick R. Ulrich 52,922 * 52,922 0 *
Farrell R. Ulrich Trust 1,796 * 1,796 0 *
Frederick R. Ulrich III Trust 1,796 * 1,796 0 *
Lauren T. Ulrich Trust 1,796 * 1,796 0 *
Shirin Shaisy-Rejali 1,004 * 1,004 0 *
John Alpers 1,796 * 1,796 0 *
Larry Brown 1,796 * 1,796 0 *
Curtice Cornell 44,961 * 44,961 0 *
The Blake A. Cornell Trust 1,617 * 1,617 0 *
Richard J. Dachman 13,471 * 13,471 0 *
Randolph S. Gill 700 * 700 96 *
Harmon Nickey Gregory 500 * 500 0 *
Steve Haugen 6,736 * 6,736 0 *
Bernadette M. Kruk 4,836 * 4,836 0 *
Lucian M. LaBarba 12,124 * 12,124 0 *
Timothy P. Lyddane 3,171 * 3,171 0 *
Mark McClendon 1,796 * 1,796 0 *
Lawrence Movsovitz 21,195 * 21,195 0 *
Brian O'Donnel 2,245 * 2,245 0 *
Max Nisson 8,981 * 8,981 0 *
Mitt Parker(5)(6) 680,582 * 680,582 0 *
Philip Penny 1,796 * 1,796 0 *
Michael Petro 1,046 * 1,046 0 *
Richard Pidwerbeski 4,490 * 4,490 0 *
Vicki Rodgers 1,796 * 1,796 0 *
Robert Kent Shoemaker, Jr. 17,962 * 17,962 0 *
William Smith 1,796 * 1,796 0 *
Alan H. Spritz 4,490 * 4,490 0 *
Brian M. Sturgeon(5) 577,468 * 577,468 0 *
Fredrick C. Sturgeon 460 * 460 0 *
Judith Sturgeon 460 * 460 0 *
Gerald L. Sung 8,981 * 8,981 0 *
Randolph M. Sung 10,328 * 10,328 0 *
Bryan Uyesugi 4,491 * 4,491 0 *----------------
Total 169,997
5
Beneficial Ownership Beneficial Ownership
Name of Prior to the Offering(1) Number of After the Offering (1) (2)
------------------------ Shares --------------------------
Selling Shareholder Shares Percentage Offered Shares Percentage
- ------------------- ------ ---------- --------- ------ ----------
Phillip L. Wong 3,143 * 3,143 0 *
Leigh S. Seto 4,491 * 4,491 0 *
Michael Williams 2,245 * 2,245 0 *
John J. Geisler(4)(5) 592,777 * 592,777 0 *
James W. Giangrasso 2,509 * 2,509 0 *
Mark J. Schwartz 661 * 661 0 *
Isaac M. Silvera 25,239 * 25,239 0 *
Richaed L. Veron 8,000 * 8,000 0 *
Amarish V. Mehta 1,514 * 1,514 0 *
Palmetto Partners, Ltd. 268,711 * 268,711 0 *
Mousseteek Venture 167,945 * 167,945 0 *
CIR International S.A. 57,029 * 57,029 0 *
The Joseph Friends and Family Trust 40,000 * 40,000 0 *
The Peter T. Joseph Foundation 9,430 * 9,430 0 *
United Research and Education Foundation 7,000 * 7,000 0 *
Teenline 3,000 * 3,000 0 *
The Greater Travelers Rest Baptist Church, Inc. 5,207 * 5,207 0 *
Chase Bank of Texas, N.A., Escrow Agent (7) 527,777 * 527,777 0 *
---------
Total 1,656,418
______________________- ----------------------------
* Less than 1% of outstanding shares
(1) The percentage is calculated based on the number of shares of SYSCO
common stock beneficially owned. As of September 30, 2000, 333,795,567
shares of SYSCO common stock were outstanding.
(2) Assumes all offered SYSCO common stock will be sold and that no
additional shares of SYSCO common stock will be issued by SYSCO or
acquired by any selling shareholder prior to the completion of the
offering.
(3) Includes 268,711 shares held by Palmetto Partners, Ltd. Mr. Dussler(2) William Redmond is
the President and Chief OperatingExecutive Officer of Palmetto Capital Corp.Sysco HRI
Supply Ltd., whicha subsidiary of Sysco Corporation, and Luba Redmond is
the general partnerhis spouse.
(3) Armando Barbon is President of Palmetto Partners, Ltd.
(4) Includes 40,000 shares held by The Joseph FriendsNorth Douglas Sysco Food Services,
Inc., a subsidiary of Sysco Corporation, and Family Trust of
whichYole Barbon is his
spouse. Mr. GeislerBarbon is a trustee.
(5) Includes 527,777 shares held as Stockholders' Representative pursuant
to an Indemnity Escrow Agreement as to which Messrs. Mitt Parker,
Brian Sturgeon, John Geisler and Robert M. Dussler collectively have
dispositive and voting power. Chase Bankdirector of Texas, N.A. is the escrow
agent under the Indemnity Escrow Agreement.
(6) Mr. Parker serves as Senior Vice President of SYSCO.
(7) Shares are held by Chase Bank of Texas, N.A., as escrow agent under an
Indemnity Escrow Agreement. See Footnote (5) above.
6S.A.N.Y. Holdings Ltd.
5
PLAN OF DISTRIBUTION
The selling shareholders may offer and sell shares of common stock offered
by this prospectus from time to timeduring the 90-day period beginning on the date of this
prospectus, unless such period is extended, in one or more of the following
transactions:
o on the New York Stock Exchange or any other securities exchange that
lists the common stock for trading;
o in the over-the-counter market; o in transactions other than on such
exchanges or in the over-the-counter market;
o in negotiated transactions;
o in short sales of the common stock, in transactions to cover short
sales or otherwise in connection with short sales;
o by pledge to secure debts and other obligations or on foreclosure of a
pledge;
o through put or call options, including the writing of exchange-traded
call options, or other hedging transactions related to the common
stock; and
o in a combination of any of the above transactions.
The selling shareholders may sell their shares at market prices prevailing
at the time of sale, at prices related to such prevailing market prices, at
negotiated prices or at fixed prices. The transactions listed above may include
block transactions. We have been advised by the selling shareholders that they
have not made any arrangements with any underwriters or broker-dealers relating
to the distribution of the shares covered by this prospectus.
The selling shareholders may sell their shares directly to purchasers, use
broker-dealers to sell their shares or may sell their shares to broker-dealers
acting as principals. If this happens, broker-dealers may either receive
discounts or commissions from the selling shareholders, or they may receive
commissions from purchasers of shares for whom they acted as agents, or both. If
a broker-dealer purchases shares as a principal, it may resell the shares for
its own account under this prospectus. We will pay all registration fees and
expenses for the common stock offered by this prospectus.
The selling shareholders and any agent, broker or dealer that participates
in sales of common stock offered by this prospectus may be deemed "underwriters"
under the Securities Act of 1933 and any commissions or other consideration
received by any agent, broker or dealer may be considered underwriting discounts
or commissions under the Securities Act. We have agreed to indemnify the selling
shareholders against certain liabilities arising under the Securities Act from
sales of common stock. Selling shareholders may agree to indemnify any agent,
broker or dealer that participates in sales of common stock against liabilities
arising under the Securities Act from sales of common stock.
Because selling shareholders may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act, the selling shareholders will be
subject to the prospectus delivery requirements of the Securities Act, which may
include delivery through the facilities of the New York Stock Exchange pursuant
to Rule 153 under the Securities Act. We have informed the selling shareholders
that the anti-manipulation provisions of Regulation M under the Securities
Exchange Act of 1934 may apply to their sales of common stock.
Instead of selling common stock under this prospectus, selling shareholders
may sell common stock in compliance with the provisions of Rule 144 under the
Securities Act, if available.
Upon SYSCO being notified by a selling shareholder that any material
arrangement has been entered into with a broker-dealer for the sale of shares
through a block trade, special offering, exchange distribution or secondary
distribution or a purchase by a broker or dealer, a supplement to this
prospectus will be filed, if required, pursuant to Rule 424(b) under the
Securities Act, disclosing:
o the name of each such selling shareholder and of the participating
broker-dealer;
o the number of shares involved;
o the price at which such shares were sold;
o the commissions paid or discounts or concessions allowed to such
broker-dealer, where applicable;
o that such broker-dealer did not conduct any investigation to verify
the information set out or incorporated by reference in this
prospectus; and
o other facts material to the transaction.
In addition, upon SYSCO being notified by a selling shareholder that a
donee or pledgeepermitted transferee to which the right to utilize this prospectus, as
determined in accordance with the registration rights agreement, has been
transferred intends to sell more than 500 shares, a supplement to this
prospectus will be filed.
7
The term "selling shareholders" may also include persons who obtain common
stock from selling shareholders as a gift, for no consideration upon dissolution
of a corporation, partnership or limited liability company, on foreclosure of a
pledge or in another private transaction.transaction; provided, however, that if a permitted
transferee intends to sell more than 500 shares of such SYSCO common stock, the
filing of a supplement to this prospectus will be required.
6
LEGAL MATTERS
The validity of the shares of common stock offered by this prospectus will
be passed upon for SYSCO by Arnall Golden & Gregory LLP, Atlanta, Georgia.
Jonathan Golden, a partner of Arnall Golden & Gregory LLP, is a director of SYSCO.
As of September 8, 2000,July 20, 2001, attorneys with Arnall Golden & Gregory LLP beneficially owned
an aggregate of approximately 75,000170,000 shares of SYSCO's common stock.
EXPERTS
The consolidated balance sheets of SYSCO and subsidiaries as of July 1,
2000 and July 3, 1999, and the related statements of consolidated results of
operations, shareholders' equity and cash flows and financial statement schedule
for each of the three years in the period ended July 1, 2000, incorporated by
reference in this prospectus and elsewhere in the registration statement have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their report with respect thereto, and are incorporated herein by reference in
reliance upon the authority of Arthur
Andersen LLPsaid firm as experts in giving said report.
With respect to the unaudited interim financial information of SYSCO and
subsidiaries for the quarters ended September 30, 2000, December 30, 2000 and
March 31, 2001 incorporated herein by reference, Arthur Andersen LLP has applied
limited procedures in accordance with professional standards for a review of
that information. However, their separate report thereon states that they did
not audit and they do not express an opinion on that interim financial
information. Accordingly, the degree of reliance on their report on that
information should be restricted in light of the limited nature of the review
procedures applied. In addition, the accountants are not subject to the
liability provisions of Section 11 of the Securities Act of 1933 for their
reports on the unaudited interim information because that report is not a
"report" or a "part" of the registration statement prepared or certified by the
accountants within the meaning of Sections 7 and 11 of the Act.
WHERE YOU CAN FIND MORE INFORMATION
SYSCO files annual, quarterly and current reports, proxy and information
statements and other information with the Securities and Exchange Commission.
You may read and copy any materials we file at the SEC's public reference room
at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information regarding the public reference room.
SYSCO's SEC filings are also available to the public at the SEC's web site at
http://www.sec.gov.
The SEC allows SYSCO to "incorporate by reference" information we file with
the SEC, which means that SYSCO can disclose important information to you by
referring you to those documents filed separately with the SEC. The information
incorporated by reference is deemed to be part of this prospectus, and later
information that we file with the SEC will automatically update and supersede
information contained in this prospectus.
The following documents filed by SYSCO (File No. 1-06544) with the SEC are
incorporated by reference in and made a part of this prospectus:
o SYSCO's Annual Report on Form 10-K and Amended Annual Report on Form
10-K/A for the fiscal year ended July 1, 2000;
o SYSCO's Quarterly Reports on Form 10-Q for the quarters ended
September 30, 2000, December 30, 2000 and March 31, 2001;
o SYSCO's Amended Quarterly Reports on Form 10-Q/A for the quarters
ended September 30, 2000 and December 30, 2000;
o SYSCO's Current Report on Form 8-K filed on August 3, 2000;
o SYSCO's Current Report on Form 8-K filed on October 20, 2000;
o SYSCO's Current Report on Form 8-K filed on October 26, 2000;
o SYSCO's Current Report on Form 8-K Filed on November 6, 2000;
o SYSCO's Current Report on Form 8-K filed January 16, 2001;
o SYSCO's Current Reports on Form 8-K filed January 22, 2001;
o SYSCO's Current Report on Form 8-K filed January 23, 2001;
o SYSCO's Current Report on Form 8-K filed February 5, 2001;
o SYSCO's Current Report on Form 8-K filed March 1, 2001;
o SYSCO's Current Report on Form 8-K filed March 5, 2001;
o SYSCO's Current Report on Form 8-K filed March 7, 2001;
o SYSCO's Current Report on Form 8-K filed March 14, 2001;
o SYSCO's Current Report on Form 8-K filed April 12, 2001;
o SYSCO's Current Report on Form 8-K filed April 19, 2001; and
7
o The description of SYSCO's common stock contained in SYSCO's
registration statement on Form 8-A filed under Section 12 of the
Securities Exchange Act of 1934, and any amendment or report filed for
the purpose of updating such description, as updated by the
description of capital stock contained in SYSCO's Current Report on
Form 8-K filed with the
Securities and Exchange Commission on October 26, 2000.
We are also incorporating by reference any future filings we make with the
SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act. These
documents will be deemed to be incorporated by reference in this prospectus and
to be a part of it from the date they are filed with the SEC.
8
You may obtain a copy of these filings, excluding all exhibits unless we
have specifically incorporated by reference an exhibit in this prospectus or in
a document incorporated by reference herein, at no cost, by writing or
telephoning:
SYSCO Corporation
Toni Spigelmyer
Assistant Vice President Investor Relations
1390 Enclave Parkway
Houston, Texas 77077-2099
Telephone: (281) 584-1390
98
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. Other Expenses of Issuance and Distribution
All expenses, other than fees and expenses of legal or other advisors to
the selling shareholders, in excess of $25,000, in connection with the offering
described in this Registration Statement will be paid by SYSCO. Such expenses are as follows:*
SEC registration fee............................$ 20,403fee............................... $1,223.98
Printing expenses...............................expenses.................................. 500
Accounting fees and expenses....................expenses....................... 5,000
Legal fees and expenses......................... 26,000
Miscellaneous...................................expenses............................ 10,000
Miscellaneous...................................... 500
============
Total..................................$ 52,403
_________________________==============
Total..................................... $17,223.98
- ----------------------------
*The amounts set forth, except for the filing fees for the SEC, are estimated.
ITEM 15. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law and the Restated
Certificate of Incorporation, as amended, and the Amended and Restated By-lawsBylaws of
SYSCO contain provisions covering indemnification of corporate directors and
officers against certain liabilities and expenses incurred as a result of
proceedings involving such persons in their capacities as directors and
officers, including proceedings under the Securities Act and the Exchange Act.
SYSCO has entered into indemnity contracts and provides indemnity insurance
pursuant to which officers and directors are indemnified and insured against
liability or loss under certain circumstances which may include liability or
related loss under the Securities Act and the Exchange Act.
ITEM 16. Exhibits
Exhibit No. Description
- ------- ----------- 4.1-----------
4(a) Restated Certificate of Incorporation (Incorporated by reference
to Exhibit 3(a) to the Registrant's Annual Report on Form 10-K
for the fiscal year ended June 28, 1997).
4.24(b) Certificate of Amendment of Certificate of Incorporation
increasing authorized shares (Incorporated by reference to
Exhibit 3(d) to the Registrant's Quarterly Report on Form 10-Q
for the quarter ended January 1, 2000).
4.34(c) Amended and Restated Bylaws of SYSCO Corporation as amended May
12, 1999 (Incorporated by reference to Exhibit 3(b) to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
July 3, 1999).
4.44(d) Form of Amended Certificate of Designation, Preferences and
Rights of Series A Junior Participating Preferred Stock
(Incorporated by reference to Exhibit 3(c) to the Registrant's
Annual Report on Form 10-K for the fiscal year ended June 29,
1996).
4.54(e) Senior Debt Indenture, dated as of June 15, 1995 between SYSCO
Corporation and First Union National Bank, as Trustee
(Incorporated by reference to Exhibit 4(a) to the Registrant's
Registration Statement on Form S-3 (No. 333-52897)).
4.6 Form of Subordinated Debt Indenture (Incorporated by reference to
Exhibit 4(b) to the Registrant's Registration Statement on Form S-3
(No. 33-60023)).
4.74(f) First Supplemental Indenture, dated as of June 27, 1995, between
SYSCO Corporation and First Union National Bank, Trustee, as
amended (Incorporated by reference to Exhibit 4(e) to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
June 29, 1996).
II-1
4.84(g) Second Supplemental Indenture, dated as of May 1, 1996, between
SYSCO Corporation and First Union National Bank, Trustee, as
amended (Incorporated by reference to Exhibit 4(f) to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
June 29, 1996).
4.94(h) Third Supplemental Indenture, dated as of April 25, 1997, between
SYSCO Corporation and First Union National Bank, Trustee
(Incorporated by reference to Exhibit 4(g) to the Registrant's
Annual Report on Form 10-K for the fiscal year ended June 28,
1997).
4.104(i) Fourth Supplemental Indenture, dated as of April 25, 1997,
between SYSCO Corporation and First Union National Bank, Trustee
(Incorporated by reference to Exhibit 4(h) to the Registrant's
Annual Report on Form 10-K for the fiscal year ended June 28,
1997).
4.114(j) Fifth Supplemental Indenture, dated as of July 27, 1998, between
SYSCO Corporation and First Union National Bank, Trustee
(Incorporated by reference to Exhibit 4(h) to the Registrant's
Annual Report on Form 10-K for the fiscal year ended June 27,
1998).
4.124(k) Sixth Amendment and Restatement of Competitive Advance and
Revolving Credit Facility Agreement dated May 31, 1996
(Incorporated by reference to Exhibit 4(a) to the Registrant's
Annual Report on Form 10-K for the fiscal year ended June 27,
1996).
4.134(l) Agreement and Seventh Amendment to Competitive Advance and
Revolving Credit Facility Agreement dated as of June 27, 1997
(Incorporated by reference to Exhibit 4(a) to the Registrant's
Annual Report on Form 10-K for the fiscal year ended June 28,
1997).
4.144(m) Agreement and Eighth Amendment to Competitive Advance and
Revolving Credit Facility Agreement dated as of June 22,28, 1998
(Incorporated by reference to Exhibit 4(c) to the Registrant's
Annual Report on Form 10-K for the fiscal year ended July 3,
1999).
4.154(n) Agreement and Ninth Amendment to Competitive Advance and
Revolving Credit Facility Agreement dated as of December 1, 1999
(Incorporated by reference to Exhibit 4(j) to the Registrant's
Quarterly Report on Form 10-Q for the quarter year ended January 1,
2000).
5* Opinion of Arnall Golden & Gregory LLP regarding legalitylegality.
15* Letter from Arthur Andersen LLP re: Unaudited Financial
Statements.
23.1* Consent of Arnall Golden & Gregory LLP (included(Included as part of Exhibit
5 hereto).
23.2* Consent of Arthur Andersen LLP
24.1*LLP.
24* Power of Attorney (included as part of the signature page
hereto)
____________________________.
- -------------------
* Filed herewith.
ITEM 17. Undertakings
(a) The undersigned Registrant hereby undertakes as follows:
1. To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
II-2
2. That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
4. That, for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference in
the registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
5. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston and the State of Texas, on the 26th day of
October, 2000.July 20, 2001.
SYSCO CORPORATION
By: /s/ Charles H. Cotros
-------------------------------------------
Charles H. Cotros
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
hereby constitutes and appoints Charles H. Cotros, John K. Stubblefield, Jr. and
Richard J. Schnieders, or any one of them, as such person's true and lawful
attorney-in-fact and agent with full power of substitution for such person and
in such person's name, place and stead, in any and all capacities, to sign and
to file with the Securities and Exchange Commission, any and all amendments and
post-effective amendments to this Registration Statement, with exhibits thereto
and other documents in connection therewith, granting unto said attorney-in-fact
and agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or any
substitute therefor, may lawfully do or cause to be done by virtue thereof.
SIGNATURE TITLE DATE
/s/ Charles H. Cotros Chairman, Chief Executive Officer and October 26, 2000Director July 20, 2001
- ------------------------------ Director------------------------------------------ (principal executive officer)
Charles H. Cotros
/s/ John K. Stubblefield, Jr. Executive Vice President, Finance and October 26, 2000Administration July 20, 2001
- ------------------------------ Administration------------------------------------------ (principal financial and accounting officer)
John K. Stubblefield, Jr. accounting officer)
/s/ John W. Anderson Director October 26, 2000July 20, 2001
- ------------------------------------------------------------------------
John W. Anderson
Director October __, 2000
- ------------------------------
Gordon M. Bethune
/s/ Colin G. Campbell Director October 26, 2000July 20, 2001
- ------------------------------------------------------------------------
Colin G. Campbell
/s/ Judith B. Craven Director October 26, 2000July 20, 2001
- ------------------------------------------------------------------------
Judith B. Craven
/s/ Frank A. Godchaux, III Director October 26, 2000July 20, 2001
- ------------------------------------------------------------------------
Frank A. Godchaux, III
/s/ Jonathan Golden Director October 26, 2000July 20, 2001
- ------------------------------------------------------------------------
Jonathan Golden
/s/ Thomas E. Lankford Director October 26, 2000July 20, 2001
- ------------------------------------------------------------------------
Thomas E. Lankford
/s/ Richard G. Merrill Director October 26, 2000July 20, 2001
- ------------------------------------------------------------------------
Richard G. Merrill
/s/ Frank H. Richardson Director October 26, 2000July 20, 2001
- ------------------------------------------------------------------------
Frank H. Richardson
II-4
SIGNATURE TITLE DATE
/s/ Richard J. Schnieders Director October 26, 2000July 20, 2001
- ------------------------------------------------------------------------
Richard J. Schnieders
/s/ Phyllis S. Sewell Director October 26, 2000July 20, 2001
- ------------------------------------------------------------------------
Phyllis S. Sewell
/s/ John F. Woodhouse Director October __, 2000July 20, 2001
- ------------------------------
Arthur J. Swenka
/s/ Thomas B. Walker, Jr. Director October 26, 2000
- ------------------------------
Thomas B. Walker, Jr.
Director October __, 2000
- ------------------------------------------------------------------------
John F. Woodhouse
II-5II-4
EXHIBIT INDEX
Exhibit No. Description
- ------- ----------- 4.1-----------
4(a) Restated Certificate of Incorporation (Incorporated by reference
to Exhibit 3(a) to the Registrant's Annual Report on Form 10-K
for the fiscal year ended June 28, 1997).
4.24(b) Certificate of Amendment of Certificate of Incorporation
increasing authorized shares (Incorporated by reference to
Exhibit 3(d) to the Registrant's Quarterly Report on Form 10-Q
for the quarter ended January 1, 2000).
4.34(c) Amended and Restated Bylaws of SYSCO Corporation as amended May
12, 1999 (Incorporated by reference to Exhibit 3(b) to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
July 3, 1999).
4.44(d) Form of Amended Certificate of Designation, Preferences and
Rights of Series A Junior Participating Preferred Stock
(Incorporated by reference to Exhibit 3(c) to the Registrant's
Annual Report on Form 10-K for the fiscal year ended June 29,
1996).
4.54(e) Senior Debt Indenture, dated as of June 15, 1995 between SYSCO
Corporation and First Union National Bank, as Trustee
(Incorporated by reference to Exhibit 4(a) to the Registrant's
Registration Statement on Form S-3 (No. 333-52897)).
4.6 Form of Subordinated Debt Indenture (Incorporated by reference to
Exhibit 4(b) to the Registrant's Registration Statement on Form S-3
(No. 33-60023)).
4.74(f) First Supplemental Indenture, dated as of June 27, 1995, between
SYSCO Corporation and First Union National Bank, Trustee, as
amended (Incorporated by reference to Exhibit 4(e) to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
June 29, 1996).
4.84(g) Second Supplemental Indenture, dated as of May 1, 1996, between
SYSCO Corporation and First Union National Bank, Trustee, as
amended (Incorporated by reference to Exhibit 4(f) to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
June 29, 1996).
4.94(h) Third Supplemental Indenture, dated as of April 25, 1997, between
SYSCO Corporation and First Union National Bank, Trustee
(Incorporated by reference to Exhibit 4(g) to the Registrant's
Annual Report on Form 10-K for the fiscal year ended June 28,
1997).
4.104(i) Fourth Supplemental Indenture, dated as of April 25, 1997,
between SYSCO Corporation and First Union National Bank, Trustee
(Incorporated by reference to Exhibit 4(h) to the Registrant's
Annual Report on Form 10-K for the fiscal year ended June 28,
1997).
4.114(j) Fifth Supplemental Indenture, dated as of July 27, 1998, between
SYSCO Corporation and First Union National Bank, Trustee
(Incorporated by reference to Exhibit 4(h) to the Registrant's
Annual Report on Form 10-K for the fiscal year ended June 27,
1998).
4.124(k) Sixth Amendment and Restatement of Competitive Advance and
Revolving Credit Facility Agreement dated May 31, 1996
(Incorporated by reference to Exhibit 4(a) to the Registrant's
Annual Report on Form 10-K for the fiscal year ended June 27,
1996).
4.134(l) Agreement and Seventh Amendment to Competitive Advance and
Revolving Credit Facility Agreement dated as of June 27, 1997
(Incorporated by reference to Exhibit 4(a) to the Registrant's
Annual Report on Form 10-K for the fiscal year ended June 28,
1997).
4.144(m) Agreement and Eighth Amendment to Competitive Advance and
Revolving Credit Facility Agreement dated as of June 22,28, 1998
(Incorporated by reference to Exhibit 4(c) to the Registrant's
Annual Report on Form 10-K for the fiscal year ended July 3,
1999).
4.154(n) Agreement and Ninth Amendment to Competitive Advance and
Revolving Credit Facility Agreement dated as of December 1, 1999
(Incorporated by reference to Exhibit 4(j) to the Registrant's
Quarterly Report on Form 10-Q for the quarter year ended January 1,
2000).
5* Opinion of Arnall Golden & Gregory LLP regarding legalitylegality.
15* Letter from Arthur Andersen LLP re: Unaudited Financial
Statements.
II-5
23.1* Consent of Arnall Golden & Gregory LLP (included(Included as part of Exhibit
5 hereto).
23.2* Consent of Arthur Andersen LLP
24.1*LLP.
24* Power of Attorney (included as part of the signature page
hereto)
____________________________.
- -------------------
* Filed herewith.
II-6
1352432v5