EXHIBIT 99.1
SYSCO INTERNATIONAL, CO.
LETTER OF TRANSMITTAL
For Tender Of All Outstanding
6.10% Notes due 2012
in exchange for 6.10% Notes due 2012
which have been registered under the Securities
Act of 1933, as amended, pursuant to the
Prospectus dated __________, 2002.
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ________,
2002 UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN PRIOR TO
5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
DELIVER TO: WACHOVIA BANK, NATIONAL ASSOCIATION, EXCHANGE AGENT
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By Mail, Overnight Courier or Hand: By Facsimile:
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Wachovia Bank Customer Information Center (704) 590-7628
Corporate Trust Operations - NC1153
1525 West W.T. Harris Blvd. - 3C3 Confirm:
Charlotte, N.C. 28262-1153
(704) 590-7413 (704) 590-7413
Attn: Marsha Rice
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DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR
TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL
NOT CONSTITUTE A VALID DELIVERY.
The undersigned acknowledges receipt of the Prospectus dated __________,
2002 (the "Prospectus"), of SYSCO International, Co., a Nova Scotia unlimited
liability company (" SYSCO International"), and this Letter of Transmittal (this
"Letter"), which together constitute the offer (the "Exchange Offer") to
exchange an aggregate principal amount of up to $200,000,000 of 6.10% Notes due
2012 of SYSCO International (the "New Notes"), which have been registered under
the Securities Act of 1933, as amended, for an equal principal amount of the
outstanding 6.10% Notes due 2012 (the "Old Notes") of SYSCO International. Both
the Old Notes and the New Notes are unconditionally guaranteed by SYSCO
Corporation. Wachovia Bank, National Association is the exchange agent for the
Exchange Offer (the "Exchange Agent").
SYSCO International reserves the right, in accordance with applicable law,
at any time: (i) to delay the acceptance of the Old Notes; (ii) to terminate the
Exchange Offer if SYSCO International determines that any of the conditions to
the Exchange Offer have not occurred or have not been satisfied; (iii) to extend
the Expiration Date of the Exchange Offer and keep all Old Notes tendered other
than those Old Notes properly withdrawn; and (iv) to waive any condition to or
amend the terms of the Exchange Offer. If SYSCO International materially changes
the Exchange Offer, or if SYSCO International waives a material condition of the
Exchange Offer, SYSCO International will promptly distribute a prospectus
supplement to the holders of the Old Notes disclosing the change or waiver.
SYSCO International also will extend the Exchange Offer as required by Rule
14e-1 under the Securities Exchange Act of 1934, as amended. If SYSCO
International exercises any of the rights listed above, it will promptly give
oral or written notice of the action to the Exchange Agent and will issue a
release to an appropriate news agency. In the case of an extension, an
announcement will be made no later than 9:00 a.m., New York City time, on the
next business day after the previously scheduled Expiration Date.
This Letter is to be completed by a holder of Old Notes if Old Notes are to
be forwarded herewith or if a tender of Old Notes, if available, is to be made
by book-entry transfer to the account maintained by the Exchange Agent at The
Depository Trust Company ("DTC") pursuant to the procedures set forth in "The
Exchange Offer" section of the Prospectus. Holders of Old Notes whose
certificates are not immediately available, or who are unable to deliver their
certificates or confirmation of the book-entry transfer of their Old Notes into
the Exchange Agent's account at DTC and all other documents required by this
Letter to the Exchange Agent on or prior to the Expiration Date, must tender
their Old Notes according to the guaranteed delivery procedures set forth in
"The Exchange Offer--Guaranteed Delivery Procedures" section of the Prospectus.
See Instruction 1. Delivery of documents to DTC does not constitute delivery to
the Exchange Agent. Holders who tender their Old Notes using the DTC Automated
Tender Offer Program ("ATOP") procedures described below need not submit this
Letter.
The undersigned has completed the appropriate boxes below and signed this
Letter to indicate the action the undersigned desires to take with respect to
the Exchange Offer.
List below the Old Notes to which this Letter relates. If the space
provided below is inadequate, the certificate numbers and principal amount of
Old Notes should be listed on a separate signed schedule affixed hereto.
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DESCRIPTION OF OLD NOTES
1 2 3
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Names(s) and Address(es) of Registered Principal
Holders(s)(Please fill Amount of Old Principal
in, if blank) Certificate Number(s)* Note(s)** Amount Tendered***
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* Need not be completed if Old Notes are being tendered by book-entry
transfer.
** Old Notes tendered hereby must be in denominations of principal amount of
$1,000 and any integral multiple thereof. See Instruction 1 below.
*** Unless otherwise indicated in this column, a holder will be deemed to have
tendered ALL of the Old Notes represented by the Old Notes indicated in
column 2.
[_] CHECK HERE IF TENDERED OLD NOTES ARE ENCLOSED HEREWITH.
[_] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE
THE FOLLOWING:
Name of Tendering Institution __________________________________________________
Account Number ___________ Transaction Code Number _____________________________
2
By crediting Old Notes to the Exchange Agent's Account at DTC in accordance
with DTC's ATOP procedures with respect to the Exchange Offer, including
transmitting an Agent's Message to the Exchange Agent in which the holder of the
Old Notes acknowledges and agrees to be bound by the terms of this Letter, the
participant in ATOP confirms, on behalf of itself and the beneficial owners of
such Old Notes, all provisions of this Letter applicable to it and such
beneficial owner as if it had completed the information required herein and
executed and transmitted this Letter to the Exchange Agent.
[_] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE
OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE
THE FOLLOWING:
Name(s) of Registered Holder(s) ________________________________________________
Window Ticket Number (if any) __________________________________________________
Date of Execution of Notice of Guaranteed Delivery _____________________________
Name of Institution that Guaranteed Delivery ___________________________________
IF DELIVERED BY DTC, COMPLETE THE FOLLOWING:
Account Number ___________________ Transaction Code Number ____________________
[_] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO.
Name: __________________________________________________________________________
Address: _______________________________________________________________________
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
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Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to SYSCO International the aggregate principal amount
of Old Notes indicated above. Subject to, and effective upon, the acceptance for
exchange of the Old Notes tendered hereby, the undersigned hereby sells, assigns
and transfers to, or upon the order of, SYSCO International all right, title and
interest in and to such Old Notes as are being tendered hereby.
The undersigned hereby irrevocably constitutes and appoints the Exchange
Agent as the true and lawful agent and attorney-in-fact of the undersigned (with
full knowledge that the Exchange Agent also acts as agent of SYSCO
International) with respect to the tendered Old Notes, with full power of
substitution and resubstitution (such power of attorney being deemed an
irrevocable power coupled with an interest) to (1) deliver certificates
representing such Old Notes, or transfer ownership of such Old Notes on the
account books maintained by DTC, together, in each such case, with all
accompanying evidences of transfer and authenticity to, or upon the order of,
SYSCO International, (2) present and deliver such Old Notes for transfer on the
books of SYSCO International, and (3) receive all benefits or otherwise exercise
all rights and incidents of beneficial ownership of such Old Notes, all in
accordance with the terms of the Exchange Offer.
The undersigned hereby represents and warrants that (1) the undersigned has
full power and authority to tender, sell, assign and transfer the Old Notes
tendered hereby, (2) SYSCO International will acquire good and unencumbered
title thereto, free and clear of all liens, restrictions, charges and
encumbrances and (3) the Old Notes tendered for exchange are not subject to any
adverse claims or proxies when the same are accepted by SYSCO International. The
undersigned hereby further represents that any New Notes acquired in exchange
for Old Notes tendered hereby will have been acquired in the ordinary course of
business of the person receiving such New Notes, whether or not such person is
the undersigned, that neither the holder of such Old Notes nor any such other
person is engaged in, or intends to engage in, a distribution of such New Notes
within the meaning of the Securities Act, or has an arrangement or understanding
with any person to participate in the distribution of such New Notes, and that
neither the holder of such Old Notes nor any such other person is an
"affiliate," as defined in Rule 405 under the Securities Act of 1933, as amended
(the "Securities Act"), of SYSCO International or SYSCO Corporation.
The undersigned also acknowledges that this Exchange Offer is being made
based on SYSCO International's understanding of an interpretation by the staff
of the United States Securities and Exchange Commission (the "SEC") as set forth
in no-action letters issued to third parties, that the New Notes issued in
exchange for the Old Notes pursuant to the Exchange Offer may be offered for
resale, resold and otherwise transferred by each holder thereof (other than a
broker-dealer who acquires such Old Notes directly from SYSCO International for
resale pursuant to Rule 144A under the Securities Act or any other available
exemption under the Securities Act or any such holder that is an "affiliate" of
SYSCO International within the meaning of Rule 405 under the Securities Act),
without compliance with the registration and prospectus delivery provisions of
the Securities Act, provided that such New Notes are acquired in the ordinary
course of such holder's business and such holder is not engaged in, and does not
intend to engage in, a distribution of such New Notes and has no arrangement
with any person to participate in the distribution of such New Notes. If a
holder of Old Notes is engaged in or intends to engage in a distribution of the
New Notes or has any arrangement or understanding with respect to the
distribution of the New Notes to be acquired pursuant to the Exchange Offer,
such holder (1) may not rely on the applicable interpretations of the staff of
the SEC, (2) will not be entitled to tender its Old Notes in the Exchange Offer
and (3) must comply with the registration and prospectus delivery requirements
of the Securities Act in connection with any secondary resale transaction. If
the undersigned is a broker-dealer that will receive New Notes for its own
account in exchange for Old Notes, it represents that the Old Notes to be
exchanged for the New Notes were acquired by it as a result of market-making
activities or other trading activities and acknowledges that it will deliver a
Prospectus in connection with any resale of such New Notes; however, by so
acknowledging and by delivering a Prospectus, the undersigned will not be deemed
to admit that it is an "underwriter" within the meaning of the Securities Act.
4
The undersigned will, upon request, execute and deliver any additional
documents deemed by SYSCO International to be necessary or desirable to complete
the sale, assignment and transfer of the Old Notes tendered hereby. All
authority conferred or agreed to be conferred in this Letter and every
obligation of the undersigned hereunder shall be binding upon the successors,
assigns, heirs, executors, administrators, trustees in bankruptcy and legal
representatives of the undersigned and shall not be affected by, and shall
survive, the death or incapacity of the undersigned. This tender may be
withdrawn only in accordance with the procedures set forth in "The Exchange
Offer-Withdrawal of Tenders of Old Notes" section of the Prospectus.
For purposes of the Exchange Offer, SYSCO International shall be deemed to
have accepted for exchange validly tendered Old Notes when, as and if SYSCO
International gives oral or written notice thereof to the Exchange Agent. Any
tendered Old Notes that are not accepted for exchange pursuant to the Exchange
Offer for any reason will be returned, without expense, to the undersigned at
the address shown below or at a different address as may be indicated herein
under "Special Delivery Instructions" as promptly as practicable after the
Expiration Date.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, please deliver the New Notes (and, if applicable,
substitute certificates representing Old Notes for any Old Notes not exchanged)
in the name of the undersigned or, in the case of a book-entry delivery of Old
Notes, please credit the account indicated above maintained at DTC. Similarly,
unless otherwise indicated under the box entitled "Special Delivery
Instructions" below, please send the New Notes (and, if applicable, substitute
certificates representing Old Notes for any Old Notes not exchanged) to the
undersigned at the address shown above in the box entitled "Description of Old
Notes."
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF OLD NOTES"
ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE OLD NOTES AS
SET FORTH IN SUCH BOX ABOVE.
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SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
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(See Instructions 3 and 4) (See Instructions 3 and 4)
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To be completed ONLY if certificates for Old Notes To be completed ONLY if certificates for Old Notes not
not exchanged and/or New Notes are to be issued exchanged and/or New Notes are to be sent to someone
in the name of and sent to someone other than the other than the person(s) whose signature(s) appear(s)
person(s) whose signature(s) appear(s) on this on this Letter below or to such person(s) at an
Letter below, or if Old Notes delivered by book-entry address other than shown in the box entitled
transfer which are not accepted for exchange are to "Description of Old Notes" on this Letter above.
be returned by credit to an account maintained
at DTC other than the account indicated above.
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Issue New Notes and/or Old Notes to: Deliver New Notes and/or Old Notes to:
Name(s): ___________________________________ Name(s): _______________________________________
(Please Type or Print) (Please Type or Print)
Address: ___________________________________ Address: _______________________________________
____________________________________________ ________________________________________________
____________________________________________ ________________________________________________
(Including Zip Code) (Including Zip Code)
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____________________________________________
(Tax Identification or Social Security Number) (See
Substitute Form W-9)
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5
[_] Credit unexchanged Old Notes delivered by book-
entry transfer to the DTC account set forth below.
____________________________________________
(DTC Account Number, if applicable)
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IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF OR AN AGENT'S MESSAGE IN LIEU
HEREOF (TOGETHER WITH THE CERTIFICATES FOR OLD NOTES OR A BOOK-ENTRY
CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS OR THE NOTICE OF GUARANTEED
DELIVERY) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK
CITY TIME, ON THE EXPIRATION DATE.
PLEASE READ THIS LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING ANY BOX ABOVE
6
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
(Complete accompanying Substitute Form W-9 on Page 13)
________________________________________________________________________________
________________________________________________________________________________
(Signature(s) of Owner)
Dated: _____________________, 20___
Name(s): ______________________________________________________________________
(Please Type or Print)
Capacity (full title): _________________________________________________________
Address: _______________________________________________________________________
(Including ZIP Code)
Daytime Area Code and Telephone No.: ___________________________________________
Taxpayer Identification or Social Security No.: ________________________________
(See Substitute Form W-9
on Page 13)
(If a holder is tendering any Old Notes, this Letter must be signed by the
registered holder(s) as the name(s) appear(s) on the certificate(s) for the Old
Notes or by any person(s) authorized to become registered holder(s) by
endorsements and documents transmitted herewith. If signature is by a trustee,
executor, administrator, guardian, officer or other person acting in a fiduciary
or representative capacity, please set forth full title. See Instruction 3.)
7
SIGNATURE GUARANTEE
(if required by Instruction 3)
FINANCIAL INSTITUTIONS: PLACE MEDALLION
GUARANTEE IN SPACE BELOW
Authorized Signature: __________________________________________________________
Name: __________________________________________________________________________
Name of Firm: __________________________________________________________________
Address: _______________________________________________________________________
Area Code and Telephone Number: ________________________________________________
Dated: _________________________________________________________________________
8
INSTRUCTIONS
SYSCO INTERNATIONAL, CO.
Forming part of the terms and conditions of the offer to exchange 6.10%
Notes due 2012, which have been registered under the Securities Act of 1933, as
amended, for any and all outstanding 6.10% Notes due 2012.
1. DELIVERY OF THIS LETTER AND OLD NOTES; GUARANTEED DELIVERY PROCEDURES.
This Letter is to be completed by holders of Old Notes either if
certificates are to be forwarded herewith or if tenders are to be made pursuant
to the procedures for delivery by book-entry transfer set forth in "The Exchange
Offer--Procedures for Tendering Old Notes" section of the Prospectus and an
Agent's Message is not delivered. Certificates for all physically tendered Old
Notes, or book-entry confirmation, as the case may be, as well as a properly
completed and duly executed Letter (or facsimile thereof) and any other
documents required by this Letter, must be received by the Exchange Agent at the
address set forth herein on or prior to the Expiration Date, or the tendering
holder must comply with the guaranteed delivery procedures set forth below. Old
Notes tendered hereby must be in denominations of principal amount of $1,000 and
any integral multiple thereof. The term "Agent's Message" means a message,
transmitted by DTC to and received by the Exchange Agent and forming a part of a
book-entry confirmation which states that DTC has received an express
acknowledgment from the tendering participant, which acknowledgment states that
it has received and agrees to be bound by the Letter and that SYSCO
International may enforce the Letter against the tendering participant. Holders
who tender their Old Notes using the DTC ATOP procedures need not submit this
Letter.
Holders of Old Notes whose certificates for Old Notes are not immediately
available or who cannot deliver their certificates and all other required
documents to the Exchange Agent on or prior to the Expiration Date, or who
cannot complete the procedure for book-entry transfer on a timely basis, may
tender their Old Notes pursuant to the guaranteed delivery procedures set forth
in "The Exchange Offer-- Guaranteed Delivery Procedures" section of the
Prospectus. Pursuant to such procedures, holders may tender their Old Notes if
(i) the tender is made by or through an Eligible Guarantor Institution (as
defined in Instruction 3 below); (ii) a properly completed and signed Notice of
Guaranteed Delivery in the form provided with this Letter is delivered to the
Exchange Agent on or before the Expiration Date (by facsimile transmission, mail
or hand delivery), setting forth the name and address of the holder of Old Notes
and the amount of Old Notes tendered, stating that the tender is being made
thereby; and (iii) the certificates or a confirmation of book-entry transfer and
a properly completed and signed Letter are delivered to the Exchange Agent
within three New York Stock Exchange trading days after the Expiration Date. The
Notice of Guaranteed Delivery may be delivered by hand, facsimile or mail to the
Exchange Agent, and a guarantee by an Eligible Guarantor Institution must be
included in the form described in the notice.
Delivery of this Letter, the Old Notes and all other required documents by
whatever method you choose is at your sole risk. Delivery is complete when the
Exchange Agent actually receives the items to be delivered. Delivery of
documents to DTC in accordance with DTC's procedures does not constitute
delivery to the Exchange Agent. If delivery is by mail, then registered mail,
return receipt requested, properly insured, or an overnight delivery service is
recommended. In all cases, please allow sufficient time to ensure timely
delivery. If Old Notes are sent by mail, it is suggested that the mailing be
made sufficiently in advance of the Expiration Date to permit delivery to the
Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date.
See "The Exchange Offer" section of the Prospectus.
2. PARTIAL TENDERS (not applicable to holders of Old Notes who tender by
book-entry transfer).
If less than all of the Old Notes evidenced by a submitted certificate are
to be tendered, the tendering holder(s) should fill in the aggregate principal
amount of Old Notes to be tendered in the box above entitled "Description of Old
Notes--Amount Tendered." A reissued certificate representing the balance of
9
nontendered Old Notes will be sent to such tendering holder, unless otherwise
provided in the appropriate box on this Letter, promptly after the Expiration
Date. All of the Old Notes delivered to the Exchange Agent will be deemed to
have been tendered unless otherwise indicated.
3. SIGNATURES ON THIS LETTER; BOND POWERS AND ENDORSEMENTS; GUARANTEE OF
SIGNATURES.
If this Letter is signed by the registered holder of the Old Notes tendered
hereby, the signature must correspond exactly with the name as written on the
face of the certificates without any change whatsoever.
If any tendered Old Notes are owned of record by two or more joint owners,
all such owners must sign this Letter.
If any tendered Old Notes are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many separate
copies of this Letter as there are different registrations of certificates.
When this Letter is signed by the registered holder of the Old Notes
specified herein and tendered hereby, no endorsements of certificates or
separate bond powers are required. If, however, the New Notes are to be issued,
or any untendered Old Notes are to be reissued, to a person other than the
registered holder, then endorsements of any certificates transmitted hereby or
separate bond powers are required. Signatures on such certificates must be
guaranteed by an Eligible Guarantor Institution.
If this Letter is signed by a person other than the registered holder of
any certificates specified herein, such certificates must be endorsed or
accompanied by appropriate bond powers, in either case signed exactly as the
name of the registered holder appears on the certificates, and the signatures on
such certificates must be guaranteed by an Eligible Guarantor Institution.
If this Letter or any certificates or bond powers are signed by trustees,
executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and unless waived by SYSCO
International, proper evidence satisfactory to SYSCO International of their
authority to so act must be submitted.
ENDORSEMENTS ON CERTIFICATES FOR OLD NOTES OR SIGNATURES ON BOND POWERS
REQUIRED BY THIS INSTRUCTION 3 MUST BE GUARANTEED BY A FIRM WHICH IS A MEMBER OF
THE SECURITY TRANSFER AGENT'S MEDALLION SIGNATURE PROGRAM OR BY ANY OTHER
"ELIGIBLE GUARANTOR INSTITUTION" WITHIN THE MEANING OF RULE 17Ad-15 UNDER THE
SECURITIES EXCHANGE ACT OF 1934.
SIGNATURES ON THIS LETTER NEED NOT BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION, PROVIDED THE OLD NOTES ARE TENDERED: (1) BY A REGISTERED HOLDER OF
OLD NOTES (WHICH TERM, FOR PURPOSES OF THE EXCHANGE OFFER, INCLUDES ANY
PARTICIPANT IN THE DTC SYSTEM WHOSE NAME APPEARS ON A SECURITY POSITION LISTING
AS THE HOLDER OF SUCH OLD NOTES) TENDERED WHO HAS NOT COMPLETED THE BOX ENTITLED
"SPECIAL ISSUANCE INSTRUCTIONS" OR "SPECIAL DELIVERY INSTRUCTIONS" ON THIS
LETTER OR (2) FOR THE ACCOUNT OF AN ELIGIBLE GUARANTOR INSTITUTION.
4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.
Tendering holders of Old Notes should indicate in the applicable box the
name and address to which New Notes issued pursuant to the Exchange Offer and/or
substitute certificates evidencing Old Notes not exchanged are to be issued or
sent, if different from the name or address of the person signing this Letter.
In the case of issuance in a different name, the employer identification or
social security number of the person named must also be indicated. A holder of
Old Notes tendering Old Notes by book-entry transfer may request that Old Notes
not exchanged be credited to such account maintained at DTC as such holder of
Old Notes may designate hereon. If no such instructions are given, such Old
Notes not exchanged will be returned to the name or address of the person
signing this Letter.
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5. TAX IDENTIFICATION NUMBER.
Federal income tax law generally requires that a tendering holder whose Old
Notes are accepted for exchange must provide SYSCO International (as payor) with
such holder's correct Taxpayer Identification Number ("TIN") on Substitute Form
W-9 below, which, in the case of a tendering holder who is an individual, is his
or her social security number. If SYSCO International is not provided with the
current TIN or an adequate basis for an exemption, such tendering holder may be
subject to a $50 penalty imposed by the Internal Revenue Service. In addition,
delivery of New Notes to such tendering holder may be subject to backup
withholding on all reportable payments made after the exchange. If withholding
results in an overpayment of taxes, a refund may be obtained.
Exempt holders of Old Notes (including, among others, all corporations and
certain foreign individuals) are not subject to these backup withholding and
reporting requirements. See the enclosed Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9 (the "W-9 Guidelines") for
additional instructions.
To prevent backup withholding, each tendering holder of Old Notes must
provide its correct TIN by completing the "Substitute Form W-9" set forth below,
certifying that the TIN provided is correct (or that such holder is awaiting a
TIN) and that (i) the holder is exempt from backup withholding, (ii) the holder
has not been notified by the Internal Revenue Service that such holder is
subject to a backup withholding as a result of a failure to report all interest
or dividends or (iii) the Internal Revenue Service has notified the holder that
such holder is no longer subject to backup withholding. If the tendering holder
of Old Notes is a nonresident alien or foreign entity not subject to backup
withholding, such holder must give SYSCO International a completed Form W-8BEN,
Certificate of Foreign Status of Beneficial Owner for United States Tax
Withholding, or other similar statement, signed under penalties of perjury,
certifying as to that individual's exempt status. You can obtain the appropriate
form from the Exchange Agent. If the Old Notes are in more than one name or are
not in the name of the actual owner, such holder should consult the W-9
Guidelines for information on which TIN to report. If such holder does not have
a TIN, such holder should consult the W-9 Guidelines for instructions on
applying for a TIN, check the box in Part 2 of the Substitute Form W-9 and write
"applied for" in lieu of its TIN. Note: checking this box and writing "applied
for" on the form means that such holder has already applied for a TIN or that
such holder intends to apply for one in the near future. If such holder does not
provide its TIN to SYSCO International within 60 days, backup withholding will
begin and continue until such holder furnishes its TIN to SYSCO International.
6. TRANSFER TAXES.
SYSCO International will pay any transfer taxes for the exchange of the Old
Notes in the Exchange Offer. If, however, New Notes are delivered to or issued
in the name of a person other than the registered holder, or if a transfer tax
is imposed for any reason other than for the exchange of Old Notes in the
Exchange Offer, then the tendering holder will pay the transfer taxes. If a
tendering holder does not submit satisfactory evidence of payment of taxes or
exemption from taxes with the Letter, the taxes will be billed to the tendering
holder.
EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT IS NOT NECESSARY FOR TRANSFER
TAX STAMPS TO BE AFFIXED TO THE OLD NOTES SPECIFIED IN THIS LETTER.
7. WAIVER OF CONDITIONS.
SYSCO International reserves the right to waive any or all conditions
enumerated in the Prospectus.
8. NO CONDITIONAL TENDERS.
No alternative, conditional, irregular or contingent tenders will be
accepted. SYSCO International reserves the right to reject any Old Notes not
properly tendered or any Old Note the acceptance of which would, in the opinion
of SYSCO International or its counsel, be unlawful. All tendering holders of Old
Notes, by execution of this Letter, shall waive any right to receive notice of
the acceptance of their Old Notes for exchange.
11
SYSCO International reserves the right to waive any defects or
irregularities in tenders. Unless waived, any deficit or irregularity in tenders
must be cured within such time as SYSCO International shall determine. Neither
SYSCO International, any affiliates or assigns of SYSCO International, the
Exchange Agent nor any other person is under any obligation to give notice of
any irregularities in tender nor will they be liable for failing to give such
notice.
9. MUTILATED, LOST, STOLEN OR DESTROYED OLD NOTES.
Any holder whose Old Notes have been mutilated, lost, stolen or destroyed
should contact the Exchange Agent at the address indicated above for further
instructions.
10. VALIDITY OF TENDERS.
All questions as to the validity, form, eligibility (including time of
receipt), acceptance and withdrawal of tendered Old Notes will be determined by
SYSCO International in its sole discretion, which determination will be final
and binding. SYSCO International's interpretation of the terms and conditions of
the Exchange Offer shall be final and binding.
11. WITHDRAWAL.
Tenders may be withdrawn only pursuant to the limited withdrawal rights set
forth in the Prospectus under "The Exchange Offer - Withdrawal of Tenders of Old
Notes."
12. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.
Questions relating to the procedure for tendering, as well as requests for
additional copies of the Prospectus and this Letter, may be directed to the
Exchange Agent, at the address and telephone number indicated above.
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TO BE COMPLETED BY ALL TENDERING HOLDERS
(See Instruction 5 above)
TAXPAYER IDENTIFICATION NUMBER
Substitute Form W-9
Name: __________________________________________________________________________
(First, middle, last) (If joint names, list both and circle the
name of the person or entity whose number you enter in Part I below)
Address: _______________________________________________________________________
________________________________________________________________________________
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Part 1 - - Please provide your Taxpayer Identification Part 2 - - If you are exempt from backup withholding,
Number ("TIN") in the space provided below and check here.
certify by signing and dating below.
____________________________________________ [_] - Exempt from backup withholding
(Social Security or Employer
Identification Number)
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Part 3 -- Certification -- Under penalties of perjury, I certify that:
1. The information provided above on this Substitute Form W-9 is true,
complete and correct; and
2. I am not subject to backup withholding because: (a) I am exempt from backup
withholding, or (b) I have not been notified by the Internal Revenue
Service (the "IRS") that I am subject to backup withholding as a result of
a failure to report all interest or dividends, or (c) the IRS has informed
me that I am no longer subject to backup withholding.
Signature: _________________________________________ Date: ____________________
Certification Instructions -- You must cross out item 2 of Part 3 if you have
been notified by the IRS that you are currently subject to backup withholding
because of underreporting interest or dividends on your tax return. However, if
after being notified by the IRS that you are subject to backup withholding, you
receive another notification from the IRS stating that you are no longer subject
to backup withholding, do not cross out item 2 of Part 3.
NOTE: Failure to complete and return this Substitute Form W-9 may result in
backup withholding of any payments made to you. Please review the
enclosed Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9 for additional details.
NOTE: You must complete the following certificate if you are awaiting a
Taxpayer Identification Number.
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CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and either (a) I have mailed or delivered an application
to receive a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security Administration Office or (b) I intend to mail
or deliver an application in the near future. I understand that if I do not
provide a taxpayer identification number by the time of the exchange, all
reportable payments made to me thereafter may be subject to withholding until I
provide a number.
- ----------------------------------------- ------------------------------
Signature Date
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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
WHAT NAME AND NUMBER TO GIVE THE REQUESTER
- ------------------------------------------------------------------------------------------------------------------------------------
GIVE THE NAME AND
EMPLOYER
GIVE THE NAME AND SOCIAL IDENTIFICATION
FOR THIS TYPE OF ACCOUNT: SECURITY NUMBER OF - - FOR THIS TYPE OF ACCOUNT: NUMBER OF - -
- ------------------------------------- ------------------------------ ----------------------------------- ------------------
1. Individual The individual 6. Sole proprietorship The owner (3)
2. Two or more individuals The actual owner of the 7. A valid trust, estate, or Legal entity (4)
(joint account) account or, if combined pension trust
funds, the first individual
on the account (1)
3. Custodian account of minor The minor (2) 8. Corporate The corporation
(Uniform Gift to Minors
Act)
4. a. The usual revocable The grantor-trustee (1) 9. Association, club, The organization
savings trust (grantor is religious, charitable,
also trustee) educational, or other
tax-exempt organization
b. So-called trust The actual owner (1) 10. Partnership The partnership
account that is not a
legal or valid trust under
state law
5. Sole proprietorship The owner (3) 11. A broker or registered The broker or
nominee nominees
12. Account with the The public entity
Department of Agriculture
in the name of a public
entity (such as a state
or local government,
school district, or
prison) that receives
agricultural program
payments
- ------------------------------------------------------------------------------------------------------------------------------------
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Show the individual's name. See Items 5 or 6 of the instructions above. You
may also enter your business name.
(4) List first and circle the name of the legal trust, estate, or pension
trust. (Do not furnish the identification number of the personal
representative or trustee unless the legal entity itself is not designated
in the account title.)
NOTE: If no name is circled when there is more than one name listed, the number
will be considered to be that of the first name listed.
INSTRUCTIONS
(Section references are to the Internal
Revenue Code.)
PURPOSE OF FORM.--A person who is required to file an information return with
the Internal Revenue Service (the IRS) must obtain your correct taxpayer
identification number (TIN) to report income paid to you, real-estate
transactions, mortgage interest you paid, the acquisition or abandonment of
secured property, cancellation of debt, or contributions you made to an
individual retirement arrangement (IRA). Use Form W-9 to furnish your correct
TIN to the requester (the person asking you to furnish your TIN), and when
applicable, (1) to certify that the TIN you are furnishing is correct (or that
you are waiting for a number to be issued), (2) to certify that you are not
subject to backup withholding, and (3) to claim exemption from backup
withholding if you are an exempt payee. Furnishing your correct TIN and making
the appropriate certifications will prevent certain payments from being subject
to backup withholding.
NOTE: If a requester gives you a form other than a W-9 to request your TIN, you
must use the requester's form.
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WHAT IS BACKUP WITHHOLDING?--Persons making certain payments to you are required
to withhold and pay to the IRS 30% of such payments after December 31, 2001 (29%
after December 31, 2003). This is called "backup withholding." Payments that
could be subject to backup withholding include interest, dividends, broker and
barter exchange transactions, rents, royalties, nonemployee compensation, and
certain payments from fishing boat operators, but do not include real estate
transactions.
If you give the requester your correct TIN, make the appropriate
certifications, and report all your taxable interest and dividends on your tax
return, your payments will not be subject to backup withholding. Payments you
receive will be subject to backup withholding if:
(1) You do not furnish your TIN to the requester, or
(2) The IRS notifies the requester that you furnished an incorrect TIN, or
(3) You are notified by the IRS that you are subject to backup withholding
because you failed to report all your interest and dividends on your tax
return (for reportable interest and dividends only), or
(4) You fail to certify to the requester that you are not subject to backup
withholding under (Part 3) above (for reportable interest and dividend
accounts opened after 1983 only), or
(5) You fail to certify your TIN. This applies only to reportable interest,
dividend, broker, or barter exchange accounts opened after 1983, or broker
accounts considered inactive in 1983.
Except as explained in (5) above, other reportable payments are subject to
backup withholding only if (1) or (2) above applies. Certain payees and payments
are exempt from backup withholding and information reporting. See Payees and
Payments Exempt From Backup Withholding, below, and Exempt Payees and Payments
under Specific Instructions, below, if you are an exempt payee.
PAYEES AND PAYMENTS EXEMPT FROM BACKUP WITHHOLDING.--The following is a list of
payees exempt from backup withholding and for which no information reporting is
required. For interest and dividends, all listed payees are exempt except Item
(9). For broker transactions, payees listed in (1) through (13) and a person
registered under the Investment Advisors Act of 1940 who regularly acts as a
broker are exempt. Payments subject to reporting under sections 6041 and 6041A
are generally exempt from backup withholding only if made to payees described in
Items (1) through (7), except that a corporation that provides medical and
health care services or bills and collects payments for such services is not
exempt from backup withholding or information reporting. Only payees described
in Items (1) through (5) are exempt from backup withholding for barter exchange
transactions and patronage dividends.
(1) An organization exempt from tax under section 501(a), or an Individual
Retirement Plan (IRA), or a custodial account under section 403(b)(7);
(2) The United States or any of its agencies or instrumentalities;
(3) A state, the District of Columbia, a possession of the United States, or
any of their political subdivisions or instrumentalities;
(4) A foreign government or any of its political subdivisions, agencies, or
instrumentalities;
(5) An international organization or any of its agencies or instrumentalities;
(6) A corporation;
(7) A foreign central bank of issue;
(8) A dealer in securities or commodities required to register in the U.S., the
District of Columbia or a possession of the U.S.;
(9) A futures commission merchant registered with the Commodity Futures Trading
Commission;
(10) A real estate investment trust;
(11) An entity registered at all times during the tax year under the investment
Company Act of 1940;
(12) A common trust fund operated by a bank under section 584(a);
(13) A financial institution;
(14) A middleman known in the investment community as a nominee or custodian; or
(15) A trust exempt from tax under section 664 or described in section 4947.
Payments of dividends and patronage dividends generally not subject to
backup withholding include the following:
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o Payments to nonresident aliens subject to withholding under section 1441.
o Payments to partnerships not engaged in trade or business in the U.S. and
that have at least one nonresident alien partner.
o Payments of patronage dividends not paid in money.
o Payments made by certain foreign organizations.
o Section 404(k) payments made by an ESOP.
Payments of interest generally not subject to backup withholding include
the following:
o Payments of interest on obligations issued by individuals.
NOTE: You may be subject to backup withholding if this interest is $600 or more
and is paid in the course of the payer's trade or business and you have
not provided your correct TIN to the payer.
o Payments of tax-exempt interest (including exempt-interest dividends under
section 852).
o Payments described in section 6049(b)(5) to nonresident aliens.
o Payments on tax-free covenant bonds under section 1451.
o Payments made by certain foreign organizations.
o Mortgage or student loan interest paid by you.
Payments that are not subject to information reporting are also not subject to
backup withholding. For details, see sections 6041, 6041A, 6042, 6044, 6045,
6049, 6050A, and 6050N, and their regulations.
PENALTIES
FAILURE TO FURNISH TIN.--If you fail to furnish your correct TIN to a requester,
you are subject to a penalty of $50 for each such failure unless your failure is
due to reasonable cause and not to willful neglect.
CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.--If you make a
false statement with no reasonable basis that results in no backup withholding,
you are subject to a $500 penalty.
CRIMINAL PENALTY FOR FALSIFYING INFORMATION.--Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
SPECIFIC INSTRUCTIONS
TAXPAYER IDENTIFICATION NUMBER (TIN).--You must enter your TIN in the
appropriate box. If you are a resident alien and you do not have and are not
eligible to get an SSN, your TIN is your IRS individual taxpayer identification
number (ITIN). Enter it in the social security number box.
HOW TO GET A TIN.--If you do not have a TIN, apply for one immediately. To apply
for an SSN, get FORM SS-5 from your local Social Security Administration office.
Get FORM W-7 to apply for an ITIN or FORM SS-4 to apply for an EIN. You can get
Forms W-7 and SS-4 from the IRS by calling 1-800-TAX-FORM (1-800-829-3676).
If you do not have a TIN, write "Applied For" in the space for the TIN,
sign and date the form, and give it to the requester. For interest and dividend
payments, and certain payments made with respect to readily tradable
instruments, you will generally have 60 days to get a TIN and give it to the
requester. Other payments are subject to backup withholding.
NOTE: Writing "Applied For" means that you have already applied for a TIN or
that you intend to apply for one soon.
As soon as you receive your TIN, complete another Form W-9, include your
TIN. Sign and date this form, and give it to the requester.
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NAME.--If you are an individual, you must generally provide the name shown on
your social security card. However, if you have changed your last name, for
instance, due to marriage, without informing the Social Security Administration
of the name change please enter your first name, the last name shown on your
social security card and your new last name.
If you are a sole proprietor, you must furnish your individual name and
either your SSN or EIN. You may also enter your business name on the business
name line. Enter your name(s) as shown on your social security card and/or as it
was used to apply for your EIN on Form SS-4.
PRIVACY ACT NOTICE.--Section 6109 requires you to furnish your correct TIN to
persons who must file information returns with the IRS to report interest,
dividends, and certain other income paid to you, mortgage interest you paid, the
acquisition or abandonment of secured property, cancellation of debt or
contributions you made to an individual retirement arrangement (IRA). The IRS
uses the numbers for identification purposes and to help verify the accuracy of
your tax return. The IRS may provide this information to the Department of
Justice for civil and criminal litigation and to cities, states, and the
District of Columbia to carry out their tax laws. You must provide your TIN
whether or not you are required to file a tax return. Payers must generally
withhold 30% of taxable interest, dividend, and certain other payments to a
payee who does not furnish a TIN to a payer. Certain penalties may also apply.
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