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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 22, 2001
GUEST SUPPLY, INC.
(Exact name of Registrant as specified in its Charter)
NEW JERSEY 1-11955 22-2320483
(State or other Jurisdiction) (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
4301 U.S. Highway One
Monmouth Junction, New Jersey
(Address of principal executive offices)
Registrant's telephone number, including area code: (609) 514-9696
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Item 5. Other Events.
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On January 22, 2001, Guest Supply announced that it has entered into a
Merger Agreement and Plan of Reorganization (the "Merger Agreement") with Sysco
Corporation, a Delaware Corporation ("Sysco") and Sysco Food Services of New
Jersey, Inc., a Delaware Corporation and a wholly-owned subsidiary of Sysco
("Merger Subsidiary"), which provides for the acquisition of Guest Supply by
Sysco. Under the Merger Agreement, Merger Subsidiary will commence an offer (the
"Offer") to exchange shares of Sysco common stock for all outstanding shares of
Guest Supply common stock. Under the terms of the Merger Agreement, Guest Supply
shareholders will receive shares of Sysco common stock as follows: (i) if the
average of the closing prices per share of Sysco common stock on The New York
Stock Exchange for each of the fifteen consecutive trading days ending on the
trading day that is five trading days prior to the expiration date of the Offer,
as it may be extended from time to time, which is referred to as the Sysco
average trading price, is at least $22.00 but less than or equal to $30.00,
Guest Supply shareholders will receive for each Guest Supply share a number of
Sysco shares equal to $26.00 divided by the Sysco average trading price; (ii) if
the Sysco average trading price is less than $22.00, Guest Supply shareholders
will receive 1.1818 Sysco shares for each Guest Supply share; and (iii) if the
Sysco average trading price is more than $30.00, Guest Supply shareholders will
receive 0.8667 Sysco shares for each Guest Supply share. The Offer will be
followed by a back-end merger on the same terms as the Offer and will be subject
to customary closing conditions, including that at least a majority of Guest
Supply's stock is tendered in the Offer and that regulatory clearance is
obtained. A copy of the Merger Agreement is attached hereto as Exhibit 2(a) and
is incorporated herein by reference.
Prior to the execution of the Merger Agreement, Guest Supply entered
into an amendment (the "Rights Amendment") to the Rights Agreement dated as of
July 15, 1988, as amended August 15, 1997, between Guest Supply and Mellon
Investor Services, LLC (formerly, ChaseMellon Shareholder Services, L.L.C.), as
Rights Agent (as so amended, the "Rights Agreement"). The Rights Amendment
rendered the Rights Agreement inapplicable to the
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transactions contemplated by the Merger Agreement. The foregoing description is
qualified in its entirety by reference to the Rights Amendment, which is
attached hereto as Exhibit 4(g).
Concurrently with the execution of the Merger Agreement, certain
shareholders of Guest Supply, consisting of all members of the Board of
Directors of Guest Supply and senior members of Guest Supply's management (the
"Shareholders"), entered into a tender agreement (the "Tender Agreement") with
Sysco pursuant to which each Shareholder agreed, among other things, to tender
for exchange all of such Shareholder's shares of Guest Supply common stock in
the Offer and to vote all of such shares in favor of the approval and adoption
of the Merger Agreement; provided that each such individual has reserved the
right to sell up to 15% of his or her holdings into the public market. Any such
shares not sold on the date that is five days prior to the expiration of the
Offer will be tendered. Copies of each of the Tender Agreements are attached
hereto as Exhibits 4(h) through 4(n) and are incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(c) Exhibits.
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No. Description
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2(a) Agreement and Plan of Merger, dated as of January 22, 2001, by and
among Guest Supply, Inc., Sysco Corporation and Sysco Food Services of
New Jersey, Inc. Pursuant to Reg. S-K, Item 601(b)(2), Guest Supply
agrees to furnish a copy of the Disclosure Schedules to such Agreement
to the Commission upon request.
4(g) Amendment No. 2 dated as of January 22, 2001, by and between Guest
Supply, Inc. and Mellon Investor Services, LLC (formerly, ChaseMellon
Shareholder Services, L.L.C.) to Rights Agreement.
4(h) Tender Agreement, dated as of January 22, 2001, by and between Sysco
Corporation and Clifford W. Stanley.
4(i) Tender Agreement, dated as of January 22, 2001, by and between Sysco
Corporation and Paul T. Xenis.
4(j) Tender Agreement, dated as of January 22, 2001, by and between Sysco
Corporation and Thomas M. Haythe.
4(k) Tender Agreement, dated as of January 22, 2001, by and between Sysco
Corporation and Teri E. Unsworth.
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4(l) Tender Agreement, dated as of January 22, 2001, by and between Sysco
Corporation and Edward J. Walsh.
4(m) Tender Agreement, dated as of January 22, 2001, by and between Sysco
Corporation and George S. Zabrycki.
4(n) Tender Agreement, dated as of January 22, 2001, by and between Sysco
Corporation and R. Eugene Biber.
99 Joint Press Release of Sysco Corporation and Guest Supply dated
January 22, 2001.
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SIGNATURE
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 hereunto duly authorized.
GUEST SUPPLY, INC.
Date: January 24, 2001
By: /s/ Clifford W. Stanley
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Name: Clifford W. Stanley
Title: President and
Chief Executive Officer
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EXHIBIT INDEX
No. Description
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2(a) Agreement and Plan of Merger, dated as of January 22, 2001, by and among
Guest Supply, Inc., Sysco Corporation and Sysco Food Services of New
Jersey, Inc. Pursuant to Reg. S-K, Item 601(b)(2), Guest Supply agrees to
furnish a copy of the Disclosure Schedules to such Agreement to the
Commission upon request.
4(g) Amendment No. 2 dated as of January 22, 2001, by and between Guest
Supply, Inc. and Mellon Investor Services, LLC (formerly, ChaseMellon
Shareholder Services, L.L.C.) to Rights Agreement.
4(h) Tender Agreement, dated as of January 22, 2001, by and between Sysco
Corporation and Clifford W. Stanley.
4(i) Tender Agreement, dated as of January 22, 2001, by and between Sysco
Corporation and Paul T. Xenis.
4(j) Tender Agreement, dated as of January 22, 2001, by and between Sysco
Corporation and Thomas M. Haythe.
4(k) Tender Agreement, dated as of January 22, 2001, by and between Sysco
Corporation and Teri E. Unsworth.
4(l) Tender Agreement, dated as of January 22, 2001, by and between Sysco
Corporation and Edward J. Walsh.
4(m) Tender Agreement, dated as of January 22, 2001, by and between Sysco
Corporation and George S. Zabrycki.
4(n) Tender Agreement, dated as of January 22, 2001, by and between Sysco
Corporation and R. Eugene Biber.
99 Joint Press Release of Sysco Corporation and Guest Supply dated January
22, 2001.