Filed by Guest Supply, Inc. Pursuant to Rule 425
under the Securities Act of 1933 and deemed filed
pursuant to Rule 14d-2 of the Securities Exchange
Act of 1934
Subject Company: Guest Supply, Inc. Commission
File No. 1-11955
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Guest Supply, Inc. SYSCO Corporation
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Mr. Paul Xenis Ms. Toni R. Spigelmyer
VP, Finance Asst. VP, Investor/Media Relations
4301 U.S. Highway One 1390 Enclave Parkway
Monmouth Junction, NJ 08852-0902 Houston, TX 77077-2099
609-514-9696 281-584-1458
SYSCO AND GUEST SUPPLY ANNOUNCE COMMENCEMENT OF
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EXCHANGE OFFER
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HOUSTON, TX - MONMOUTH JUNCTION, NJ - February 5, 2001 - SYSCO Corporation
(NYSE: SYY) and Guest Supply, Inc. (NYSE: GSY) announced that on February 5,
2001 SYSCO, through a wholly owned subsidiary, commenced its previously
announced exchange offer for shares of Guest Supply common stock.
Guest Supply's board of directors has unanimously voted to recommend that
Guest Supply's stockholders accept the exchange offer. Guest Supply
stockholders will receive shares of SYSCO common stock for shares of Guest
Supply common stock tendered in the exchange offer. The number of SYSCO shares
to be issued in exchange for each Guest Supply share tendered and accepted will
be between approximately 0.8667 to 1.1818 shares according to a formula that is
based on SYSCO's stock price. 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 stockholders will receive
for each Guest Supply share a number of SYSCO shares equal to $26.00 divided by
the SYSCO average trading price. If the SYSCO average trading price is less
than $22.00, Guest Supply stockholders will receive for each Guest Supply share
approximately 1.1818 SYSCO shares. If the SYSCO average trading price is more
than $30.00, Guest Supply stockholders will receive for each Guest Supply share
approximately 0.8667 SYSCO shares. The SYSCO average trading price cannot be
determined at this time.
The exchange offer is subject to the tender of at least a majority of the
outstanding Guest Supply shares on a fully diluted basis and other customary
conditions. The offer and withdrawal rights will expire at 11:59 p.m. (EST), on
March 5, 2001, unless extended.
SYSCO is mailing today to registered holders of Guest Supply shares a
preliminary prospectus regarding the exchange offer, Guest Supply's Schedule
14D-9, and a letter of transmittal to be used to tender Guest Supply shares in
the exchange offer. Beneficial owners of Guest Supply shares holding in "street
name" through their brokers may receive the prospectus and letter of transmittal
from our Information Agent, MacKenzie Partners, Inc., by calling toll free 1-
800-322-2885.
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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 and related merger, as
described in the preliminary prospectus, and the consideration to be paid by
SYSCO in the exchange offer, including SYSCO's future stock price. 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 Guest Supply shareholders to tender shares or to
approve the merger, if that approval is necessary, 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 February 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:
. SYSCO Corporation's preliminary prospectus, prospectus supplements, final
prospectus and tender offer materials.
. 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.
. Guest Supply's Solicitation/Recommendation Statement on Schedule 14D-9.
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
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SYSCO Corporation by directing your request to Investor Relations by fax at
(281) 584-2721.
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