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 CORPORATION ANNOUNCES EXPIRATION OF SUBSEQUENT
OFFERING PERIOD IN GUEST SUPPLY EXCHANGE OFFER
Operations to Integrate Immediately, Giving SYSCO 122 Distribution Locations
HOUSTON--March 13, 2001--SYSCO Corporation (NYSE: SYY) today announced the
expiration of the subsequent 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 Guest Supply Inc. (NYSE: GSY) common stock at an exchange
ratio of 0.9564 shares of SYSCO common stock for each share of common stock of
Guest Supply. The subsequent offer expired at 11:59 p.m. (EST) on Monday, March
12, 2001. All shares validly tendered prior to the expiration of the subsequent
offering period have been accepted for exchange and have been or will be
exchanged promptly for SYSCO shares and for cash for fractional shares. Based on
the latest available data, approximately 851,079 shares were tendered (including
through notices of guaranteed delivery) in the subsequent offer prior to its
expiration. A total of 7,162,013 shares (including through notices of guaranteed
delivery) were tendered in the initial and subsequent offerings, which
constitutes approximately 97.4 percent of the total number of outstanding shares
of common stock of Guest Supply.
Operational integration of SYSCO and Guest Supply will begin immediately.
The pending merger of Guest Supply and Sysco Food Services of New Jersey,
SYSCO's merger subsidiary, will become effective as soon as practicable subject
to the terms of the Merger Agreement and Plan of Reorganization among Guest
Supply, Sysco Food Services of New Jersey and SYSCO. Once the pending merger
becomes effective, Guest Supply will become a wholly owned subsidiary of SYSCO
Corporation.
Commenting on the announcement, Charles H. Cotros, SYSCO's chairman and
chief executive officer, said, "SYSCO and Guest Supply share a commitment to
supreme customer service and this acquisition further strengthens that
commitment. This acquisition is ideal for a number of reasons, including the
synergies in distribution, product offerings, purchasing and technology. The
added product depth that Guest Supply possesses expands the offerings we can
provide to our customers, especially those in the hospitality market, and Guest
Supply customers now have access to the 275,000 foodservice products and
supplies SYSCO distributes. We are excited about the opportunities this
acquisition will provide and the resulting benefits our customers will receive."
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Clifford W. Stanley, president and chief executive officer of Guest Supply,
added, "SYSCO's 122 distribution locations across the United States and Canada
will allow us to further penetrate the housekeeping supply and personal care
guest amenities market as well as the furniture, fixtures and equipment market,
which total approximately $7.5 billion. The distribution network and technology
initiatives that have made SYSCO the industry leader in foodservice distribution
will give us many opportunities for growth."
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.
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 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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