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United States
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended January 1, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 1-6544
SYSCO CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 74-1648137
(State or other jurisdiction of (IRS employer
incorporation or organization) identification number)
1390 Enclave Parkway
Houston, Texas 77077-2099
(Address of principal executive offices)
(Zip code)
Registrant's telephone number, including area code: (281) 584-1390
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
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330,007,564 shares of common stock were outstanding as of January 28, 2000.
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This Form 10-Q/A is being filed in order to refile Exhibits 10(n)
and 10(o).
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
3(a) Restated Certificate of Incorporation incorporated by
reference to Exhibit 3(a) to Form 10-K for the year
ended June 28, 1997 (File No. 1-6544).
3(b) Bylaws, as amended, incorporated by reference to
Exhibit 3(a) to Form 10-K for the year ended July 3,
1999 (File No. 1-6544).
3(c) Form of Amended Certificate of Designation
Preferences and Rights of Series A Junior
Participating Preferred Stock, incorporated by
reference to Exhibit 3(c) to Form 10-K for the year
ended June 29, 1996 (File No. 1-6544).
3(d)* Certificate of Amendment of Certificate of
Incorporation of SYSCO Corporation to increase
authorized shares.
4(a) Sixth Amendment and Restatement of Competitive
Advance and Revolving Credit Facility Agreement dated
May 31, 1996, incorporated by reference to Exhibit
4(a) to Form 10-K in the year ended June 27, 1996
(File No. 1-6544).
4(b) 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 Form 10-K for the year ended June 28,
1997 (File No. 1-6544).
4(c) Agreement and Eighth Amendment to Competitive Advance
and Revolving Credit Facility Agreement dated as of
June 22, 1998, incorporated by reference to Exhibit
4(c) to Form 10-K for the year ended July 3, 1999
(File No. 1-6544).
4(d) Senior Debt, dated as of June 15, 1995, between Sysco
Corporation and First Union National Bank of North
Carolina, Trustee, incorporated by reference to
Exhibit 4(a) to Registration Statement on Form S-3
filed June 6, 1995 (File No. 33-60023).
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4(e) First Supplemental Indenture, dated June 27, 1995,
between Sysco Corporation and First Union Bank of
North Carolina, Trustee as amended, incorporated by
reference to Exhibit 4(e) to Form 10-K for the year
ended June 29, 1996 (File No. 1-6544).
4(f) Second Supplemental Indenture, dated as of May 1,
1996, between Sysco Corporation and First Union Bank
of North Carolina, Trustee as amended, incorporated
by reference to Exhibit 4(f) to Form 10-K for the
year ended June 29, 1996 (File No. 1-6544).
4(g) Third Supplemental Indenture, dated as of April 25,
1997, between Sysco Corporation and First Union
National Bank of North Carolina, Trustee incorporated
by reference to Exhibit 4(g) to Form 10-K for the
year ended June 28, 1997 (File No. 1-6544).
4(h) Fourth Supplemental Indenture, dated as of April 25,
1997, between Sysco Corporation and First Union
National Bank of North Carolina, Trustee incorporated
by reference to Exhibit 4(h) to Form 10-K for the
year ended June 28,1997 (File No. 1-6544).
4(i) 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 Form 10-K for the year ended June
27, 1998 (File No. 1-6554).
4(j)* Agreement and Ninth Amendment to Competitive Advance
and Revolving Credit Facility Agreement dated as of
December 1, 1999.
10(m)+* Sysco Corporation Split Dollar Life Insurance Plan.
10(n)+# Executive Compensation Adjustment Agreement - Bill M.
Lindig.
10(o)+# Executive Compensation Adjustment Agreement - Charles
H. Cotros.
10(p)+* First Amendment to Fifth Amended and Restated Sysco
Corporation Supplemental Executive Retirement Plan
dated effective June 29, 1997.
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10(q)+* First Amendment to Amended and Restated Sysco
Corporation Executive Deferred Compensation Plan
dated effective June 29, 1997.
10(r)+* First Amendment to Sysco Corporation 1995
Management Incentive Plan dated effective June 29,
1997.
15* Letter from Arthur Andersen LLP dated February 10,
2000, re: unaudited interim consolidated financial
statements.
27* Financial Data Schedule
99.1* Press release dated February 14, 2000.
+ Executive Compensation Arrangement pursuant to 601(b)(10)
(iii)(A) of Regulation S-K.
# Filed Herewith
* Previously Filed
(b) Reports on Form 8-K:
On October 21, 1999, the Company filed a Form 8-K to
attach a press release dated October 20, 1999 announcing
results of operations for the first quarter ended October
2, 1999 (File No. 1-6544).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SYSCO CORPORATION
(Registrant)
By /s/ JOHN K. STUBBLEFIELD JR.
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John K. Stubblefield Jr.
Executive Vice President,
Finance and Administration
Date: February 10, 2000
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EXHIBIT INDEX
NO. DESCRIPTION
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3(a) Restated Certificate of Incorporation incorporated by reference to
Exhibit 3(a) to Form 10-K for the year ended June 28, 1997 (File No.
1-6544).
3(b) Bylaws, as amended, incorporated by reference to Exhibit 3(a) to Form
10-K for the year ended July 3, 1999 (File No. 1-6544).
3(c) Form of Amended Certificate of Designation Preferences and Rights of
Series A Junior Participating Preferred Stock, incorporated by
reference to Exhibit 3(c) to Form 10-K for the year ended June 29, 1996
(File No. 1-6544).
3(d)* Certificate of Amendment of Certificate of Incorporation of SYSCO
Corporation to increase authorized shares.
4(a) Sixth Amendment and Restatement of Competitive Advance and Revolving
Credit Facility Agreement dated May 31, 1996, incorporated by reference
to Exhibit 4(a) to Form 10-K in the year ended June 27, 1996 (File No.
1-6544).
4(b) 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 Form 10-K for the year ended June 28, 1997
(File No. 1-6544).
4(c) Agreement and Eighth Amendment to Competitive Advance and Revolving
Credit Facility Agreement dated as of June 22, 1998, incorporated by
reference to Exhibit 4(c) to Form 10-K for the year ended July 3, 1999
(File No. 1-6544).
4(d) Senior Debt, dated as of June 15, 1995, between Sysco Corporation and
First Union National Bank of North Carolina, Trustee, incorporated by
reference to Exhibit 4(a) to Registration Statement on Form S-3 filed
June 6, 1995 (File No. 33-60023).
4(e) First Supplemental Indenture, dated June 27, 1995, between Sysco
Corporation and First Union Bank of North Carolina, Trustee as amended,
incorporated by reference to Exhibit 4(e) to Form 10-K for the year
ended June 29, 1996 (File No. 1-6544).
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NO. DESCRIPTION
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4(f) Second Supplemental Indenture, dated as of May 1, 1996, between Sysco
Corporation and First Union Bank of North Carolina, Trustee as amended,
incorporated by reference to Exhibit 4(f) to Form 10-K for the year
ended June 29, 1996 (File No. 1-6544).
4(g) Third Supplemental Indenture, dated as of April 25, 1997, between Sysco
Corporation and First Union National Bank of North Carolina, Trustee
incorporated by reference to Exhibit 4(g) to Form 10-K for the year
ended June 28, 1997 (File No. 1-6544).
4(h) Fourth Supplemental Indenture, dated as of April 25, 1997, between
Sysco Corporation and First Union National Bank of North Carolina,
Trustee incorporated by reference to Exhibit 4(h) to Form 10-K for the
year ended June 28,1997 (File No. 1-6544).
4(i) 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 Form 10-K for the year ended June 27,
1998 (File No. 1-6554).
4(j)* Agreement and Ninth Amendment to Competitive Advance and Revolving
Credit Facility Agreement dated as of December 1, 1999.
10(m)+* Sysco Corporation Split Dollar Life Insurance Plan.
10(n)+# Executive Compensation Adjustment Agreement - Bill M. Lindig.
10(o)+# Executive Compensation Adjustment Agreement - Charles H. Cotros.
10(p)+* First Amendment to Fifth Amended and Restated Sysco Corporation
Supplemental Executive Retirement Plan dated effective June 29, 1997.
10(q)+* First Amendment to Amended and Restated Sysco Corporation Executive
Deferred Compensation Plan dated effective June 29, 1997.
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10(r)+* First Amendment to Sysco Corporation 1995 Management Incentive Plan
dated effective June 29, 1997.
15* Letter from Arthur Andersen LLP dated February 10, 2000, re: unaudited
interim consolidated financial statements.
27* Financial Data Schedule
99.1* Press release dated February 14, 2000.
+ Executive Compensation Arrangement pursuant to 601(b)(10)(iii)(A) of
Regulation S-K.
# Filed Herewith
* Previously filed