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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended December 29, 2000
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXHANGE ACT OF 1934
[_] For the transition period from____________ to ____________________
Commission file number 1-11955
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GUEST SUPPLY, INC.
(Exact name of registrant as specified in its charter)
State of New Jersey 22-2320483
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(State or other jurisdiction of incorporation or organization) (Identification
number)
4301 U.S. Highway One, Monmouth Junction, New Jersey 08852-0902
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(Address of principal executive offices) (Zip Code)
609-514-9696
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(Registrants telephone number and area code)
(Former name, former address and former fiscal year, if changed since last
- --------------------------------------------------------------------------------
report)
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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. [X] Yes [_] No
The number of shares of common stock, without par value, outstanding as of
January 31, 2001 was 6,848,575 shares.
Page 2
Part 1
Guest Supply, Inc. and Subsidiaries
Consolidated Condensed Balance Sheets
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Dollars in Thousands
December 29, September 29,
2000 2000
------------- -------------
Assets (unaudited)
Current assets:
Cash and cash equivalents $ 4,154 $ 4,460
Accounts receivable, net 49,073 55,780
Inventories:
Raw materials 7,124 6,031
Finished goods 48,342 45,378
Deferred income taxes 2,159 1,969
Prepaid expenses and other current assets 3,957 3,267
========================================================================================================
Total current assets 114,809 116,885
Property and equipment, net 34,548 34,136
Other assets 3,111 3,191
Excess of cost over net assets acquired 21,971 20,559
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$174,439 $174,771
========================================================================================================
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable and accrued expenses $ 48,960 $ 56,000
Current maturities of long-term debt 1,486 1,486
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Total current liabilities 50,446 57,486
========================================================================================================
Long-term debt 40,863 37,728
Convertible notes payable to related parties 5,500 5,000
Deferred income taxes 6,580 6,533
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Total long-term liabilities 52,943 49,261
========================================================================================================
Commitments and contingencies
Shareholders' equity:
Preferred stock - without par value; authorized
1,000,000 shares, outstanding none
Common stock - without par value; at stated value;
authorized 20,000,000 shares, issued 6,671,638
shares at December 29, 2000 and September 29, 2000 594 594
Additional paid-in capital 40,492 40,424
Retained earnings 30,695 27,849
Treasury stock - 32,051 shares at December 29, 2000
and 48,514 shares at September 29, 2000, at cost (498) (736)
Accumulated other comprehensive loss (233) (107)
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Total shareholders' equity 71,050 68,024
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$ 174,439 $ 174,771
========================================================================================================
The accompanying notes are an integral part of these consolidated condensed
financial statements.
Page 3
Guest Supply, Inc. and Subsidiaries
Consolidated Condensed Statements of Income
and Comprehensive Income
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In Thousands
except per share amounts
(Unaudited)
Thirteen Weeks Thirteen Weeks
Ended Dec. 29, Ended Dec. 31,
2000 1999
-------------- -------------
Sales $ 90,314 $ 79,909
Cost of sales 70,608 62,764
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Gross profit 19,706 17,145
Selling, general and administrative expenses 14,848 13,199
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Operating income 4,858 3,946
Interest and other income 23 7
Interest expense 872 874
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Income before income taxes 4,009 3,079
Income tax expense 1,041 1,257
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Net Income $ 2,968 $ 1,822
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Earnings per common share:
Basic $ 0.45 $ 0.28
================================================================================
Diluted $ 0.41 $ 0.26
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Weighted average number of common shares
Basic 6,633 6,418
================================================================================
Diluted 7,415 7,282
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Comprehensive income:
Net income $ 2,968 $ 1,822
Other comprehensive loss- foreign
currency translation adjustment (126) (18)
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Comprehensive income $ 2,842 $ 1,804
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The accompanying notes are an integral part of these consolidated condensed
financial statements.
Page 4
Guest Supply, Inc. and Subsidiaries
Consolidated Condensed Statements of Cash Flows
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In Thousands
(Unaudited)
13 Weeks 13 Weeks
Ended Ended
Dec. 29, Dec. 31,
2000 1999
-------- ---------
Cash flows from operating activities:
Net income $ 2,968 $ 1,822
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 1,583 1,466
Provision for losses on accounts receivable 203 169
Deferred income tax expense (143) (319)
Changes in assets and liabilities, net of effects of
business acquired:
Decrease in accounts receivable 7,291 2,031
Increase in inventories (3,647) (442)
Increase in prepaid expenses and other current assets (636) (310)
(Increase) decrease in other assets (88) 21
Decrease in accounts payable and accrued expenses (7,822) (1,294)
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Net cash (used in) provided by operating activities (291) 3,144
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Cash flows from investing activities:
Capital expenditures (1,653) (1,322)
Purchase of business, net of cash acquired (1,570) --
Decrease (increase) in other assets 168 (675)
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Net cash used in investing activities (3,055) (1,997)
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Cash flows from financing activities:
Proceeds from revolving credit agreement 30,089 24,766
Repayment on revolving credit agreement (26,211) (18,267)
Repayment of long-term debt (743) (555)
Purchase of treasury stock -- (3,647)
Proceeds from exercise of stock options and warrants 31 --
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Net cash provided by financing activities 3,166 2,297
Foreign currency translation adjustments (126) (18)
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Net (decrease) increase in cash and cash equivalents (306) 3,426
Cash and cash equivalents at beginning of period 4,460 2,200
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Cash and cash equivalents at end of period $ 4,154 $ 5,626
===============================================================================
The accompanying notes are an integral part of these consolidated condensed
financial statements.
Page 5
Notes to the Consolidated Condensed Financial Statements
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Dollars in thousands
except per share amounts
Note 1: Basis of Presentation
The unaudited consolidated condensed financial statements have been prepared
from the books and records of Guest Supply, Inc. and subsidiaries (the Company)
in accordance with generally accepted accounting principles for interim
financial information. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for complete
annual financial statements. In the opinion of management, all adjustments
(consisting only of normal and recurring adjustments) considered necessary for a
fair presentation have been included. It is suggested that the consolidated
condensed financial statements be read in conjunction with the audited
consolidated financial statements and notes thereto for the year ended September
29, 2000 included in the Company's annual report on Form 10-K. Interim results
are not necessarily indicative of the results that may be expected for the full
year.
In accordance with the Emerging Issues Task Force Issue No. 00-14, "Accounting
for Certain Sales Incentives," (EITF No. 00-14), during the fourth quarter of
fiscal year ended September 29, 2000, the Company reclassed sales incentives
from Selling, General and Administrative (S,G&A) expenses to sales. In addition,
certain other S,G&A costs were reclassed to cost of sales. In accordance with
EITF No. 00-14, the Company has reclassified the prior year amounts.
During the quarter ended December 29, 2000, the Company dissolved its New
Zealand operations. As a result of the liquidation, the Company recognized a
tax benefit of approximately $444.
Note 2: Earnings Per Common Share
Earnings per share is calculated as follows:
13 Weeks Ended 13 Weeks Ended
Dec. 29, 2000 Dec. 31, 1999
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Basic EPS:
Net Income $ 2,968 $ 1,822
====================================================================================
Weighted average common shares outstanding 6,633,000 6,418,000
====================================================================================
Basic EPS $ 0.45 $ 0.28
====================================================================================
Diluted EPS:
Net income $ 2,968 $ 1,822
Effects of convertible promissory notes 44 40
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Adjusted net income $ 3,012 $ 1,862
====================================================================================
Weighted average common shares outstanding 6,633,000 6,418,000
Effects of dilutive stock options and warrants 389,000 487,000
Effects of convertible promissory notes 393,000 377,000
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Weighted average common shares outstanding
assuming dilution 7,415,000 7,282,000
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Diluted EPS $ 0.41 $ 0.26
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Page 6
Notes to the
Consolidated Condensed Financial Statements
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Dollars in Thousands
continued
Note 3: Business Segments
The Company has two reportable segments (Lodging Supply and Manufacturing).
The Lodging Supply segment includes sales to hotel customers of cleaning
chemicals, room accessories, paper products, personal care amenities, linens,
appliances, fixtures, and miscellaneous housekeeping supplies. The
Manufacturing segment includes sales to retailers, consumer products companies
and intercompany sales of personal care amenities. The reportable segments are
strategic businesses that offer different products and services and accordingly
are managed separately. The accounting policies of the segments are the same as
those described in the summary of significant accounting policies in the annual
report. Intersegment sales are accounted for at prices that approximate arms
length transactions, and have generally been at or below cost. Sales by
geographic area are determined based on the location of the Company's
operations. The Company evaluates performance based on operating income of the
respective business segment.
Summarized segment information are as follows:
Lodging Total
Supply Manufacturing Segments
==================================================================================
13 Weeks ended December 29, 2000
Sales to external customers $ 80,936 $ 9,378 $ 90,314
Intersegment sales -- 3,403 3,403
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Total sales 80,936 12,781 93,717
Operating income 3,812 1,046 4,858
Identifiable assets 148,636 30,293 178,929
Capital expenditures 1,212 441 1,653
Depreciation and amortization 823 760 1,583
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13 Weeks ended December 31, 1999
Sales to external customers $ 73,332 $ 6,577 $ 79,909
Intersegment sales -- 2,972 2,972
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Total sales 73,332 9,549 82,881
Operating income 3,791 155 3,946
Identifiable assets 137,800 30,013 167,813
Capital expenditures 484 838 1,322
Depreciation and amortization 721 745 1,466
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Page 7
Notes to the Consolidated Condensed Financial Statements
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Dollars in Thousands
continued
Thirteen Thirteen
Weeks Ended Weeks Ended
Dec 29, 2000 Dec. 31, 1999
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Sales:
Sales from reportable segments $ 93,717 $ 82,881
Elimination of intersegment revenue (3,403) (2,972)
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Total consolidated sales $ 90,314 $ 79,909
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Total assets:
Identifiable assets from reportable segments $ 178,929 $ 167,813
Elimination of intersegment receivables (6,649) (5,694)
Other unallocated amounts 2,159 1,839
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Total consolidated assets $ 174,439 $ 163,958
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The following table provides a reconciliation of selected segment information
to corresponding amounts contained in the Company's Consolidated Condensed
Financial Statements:
Substantially all of the Company's operations are in the United States.
Operations outside of the United States, which include subsidiaries in Canada
and England, are not significant to the consolidated operations of the Company.
Note 4: Acquisition
On October 31, 2000 the Company acquired T.J. MacDonald Institutional
Textiles, Ltd., a Canadian supplier of textile products for approximately
$2,200. Total consideration paid included cash of $1,600, a five year
convertible promissory note of $500 and 5,963 shares of common stock valued at
$100. The convertible promissory note bears interest at 7% and is convertible
into shares of the Company's common stock at $20.12 per share.
The acquisition has been accounted for as a purchase and the results of T.J.
MacDonald's operations have been included in the consolidated financial
statements since the date of acquisition. The excess of the purchase price over
the estimated fair value of net assets acquired of $1,749 has been recorded as
goodwill, and is being amortized on a straight-line basis over 20 years.
Note 5: Indebtedness
At December 29, 2000 and September 29, 2000, the Company's indebtedness
consisted of the following:
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December 29, September 29,
2000 2000
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Revolving credit agreement $ 19,203 $ 15,325
Senior notes payable 23,146 23,889
Convertible notes payable to related parties 5,500 5,000
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47,849 44,214
Less: Current Maturities (1,486) (1,486)
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$ 46,363 $ 42,728
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Page 8
Notes to the Consolidated Condensed Financial Statements
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Dollars in Thousands
continued
Note 6: Recently Issued Accounting Standards
In September 2000, the final consensus on Emerging Issues Task Force Issue No.
00-10, "Accounting for Shipping and Handling Fees and Costs" ("EITF 00-10") was
reached. Among other things, EITF 00-10 prohibits the netting of shipping and
handling costs against shipping and handling revenues. In accordance with EITF
00-10, the Company has reclassed shipping and handling revenues from Selling,
General and Administrative (S,G&A) expenses to Sales. The amounts reclassed
from S,G&A for the thirteen weeks ended December 29, 2000 and December 31, 1999
were $692 and $719, respectively. The Company continues to reflect shipping and
handling expenses in S,G&A expenses.
Note 7: Subsequent Event
On January 22, 2001, Guest Supply entered into a Merger Agreement and Plan of
Reorganization with SYSCO Corporation, a Delaware Corporation ("SYSCO") and
SYSCO Food Services of New Jersey, Inc., a Delaware Corporation and wholly-owned
subsidiary of SYSCO ("Merger Subsidiary"), which provides for the acquisition of
Guest Supply by SYSCO. Under the Merger Agreement, the Merger Subsidiary has
commenced 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 on the Offer and that
regulatory clearance is obtained.
If the Merger Agreement is terminated because Guest Supply has entered into an
alternative transaction or has received an alternative offer within four months
of January 22, 2001 and enters into an alternative transaction with respect
thereto within 12 months after January 22, 2001, or otherwise as set forth in
the Merger Agreement, Guest Supply is obligated to pay SYSCO a fee in the amount
of $5.5 million, plus SYSCO's reasonable out-of-pocket fees and expenses.
Page 9
Notes to the Consolidated Condensed Financial Statements
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Dollars in Thousands
continued
At the effective time of the merger, each outstanding Guest Supply option
shall be assumed by SYSCO and thereafter deemed to constitute an option to
acquire, on the same terms and conditions as were applicable under the Guest
Supply stock option, the same number of shares of SYSCO common stock as the
holder of Guest Supply option would have been entitled to receive pursuant to
the Merger Agreement had the holder exercised the Guest Supply option in full
immediately prior to the effective time of the merger, rounded down to the
nearest whole number. The price per share shall equal the per share exercise
price at which the Guest Supply option was exercisable immediately prior to the
effective time, divided by the exchange ratio. All such options shall
automatically vest and become immediately exercisable 15 days prior to
completion of the transactions contemplated by the Merger Agreement.
Guest Supply's Board of Directors has taken sufficient action to exempt the
Offer, the Merger and the transactions contemplated by the Merger Agreement from
the provisions of the Guest Supply Rights Plan.
Page 10
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
================================================================================
Dollars in Thousands
Thirteen weeks ended December 29, 2000 vs. Thirteen Weeks ended December 31,
- ----------------------------------------------------------------------------
1999
- ----
Fiscal 2001 Compared to Fiscal 2000
Sales for the thirteen weeks ended December 29, 2000 increased by 13.0% or
$10,405 to $90,314 from $79,909 for the thirteen weeks ended December 31, 1999.
Revenues from lodging supply segment customers increased $7,604 or 10.4% to
$80,936. The increase in sales in lodging supply is due primarily to the
addition of new customers, the sale of additional products to existing customers
and the continued expansion of the Company's product line. New customers were
added by the direct sales force in existing territories and by new salespeople
and territories that were established during fiscal 2000.
Lodging customers were also added through new or expanded agreements with
hotel management companies and hotel corporations.
Sales of additional products to existing lodging customers were achieved by
the direct sales force at individual properties and by national account managers
at hotel corporations. This increased penetration at existing accounts can be
attributed to sales management, sales training, territory realignment and the
use of the Company's catalog.
Sales to manufacturing segment customers were $9,378 in fiscal 2001 compared
to $6,577 in fiscal 2000. The increase of $2,801 or 42.6% was primarily due to
increased sales to an existing customer.
Gross profit for the thirteen weeks ended December 29, 2000 was $19,706 or
21.8% of sales compared to $17,145 or 21.5% for the thirteen weeks ended
December 31, 1999. The increase in gross profit as a percentage of sales was
primarily due to efficiency improvements and increased volume in the
manufacturing segment. Margins in the lodging segment were essentially the same
as the prior year.
Selling, general and administrative expenses were $14,848 or 16.4% of sales
for the thirteen weeks ended December 29, 2000 compared to $13,199 or 16.5% for
the prior year. The increase of $1,649 was due primarily to increased payroll,
sales commissions, and delivery expenses associated with the Company's lodging
sales growth.
Operating income increased $912 or 23.1% to $4,858 for the thirteen weeks
ended December 29, 2000 from $3,946 last year.
The effective tax rate decreased to 26.0% in fiscal 2001 from 40.8% in the
prior year primarily as a result of a tax benefit attributed to the liquidation
of our New Zealand operations.
Overall, net income for 2001 increased 62.9% to $2,968 or $0.41 per diluted
share compared to $1,822 or $0.26 per diluted share in 2000.
Liquidity and Capital Resources
The Company had $64,363 of working capital at December 29, 2000 compared to
$59,399 at September 29, 2000. The increase of $4,964 is primarily due to a
decrease in accounts payable and accrued expenses and an increase in inventory
partially offset by a decrease in accounts receivable.
Net cash flows used in operating activities were $291 for the thirteen weeks
ended December 29, 2000 compared with $3,144 provided by operating activities
for the thirteen weeks ended December 31, 1999. The net cash flow used in
operations was due to changes in working capital items partially offset by
higher net earnings and depreciation and amortization.
Net cash flows used for investing activities totaled $3,055 compared with
$1,997 last year. During the period the Company purchased T. J. MacDonald
Institutional Textiles, LTD., a Canadian corporation, which decreased cash flows
by $1,570. Capital expenditures for the thirteen weeks ended December 29, 2000
were $1,653 versus $1,322 in the prior year. Capital expenditures in fiscal
2001 of approximately $4,200 are expected.
Page 11
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
================================================================================
Dollars in Thousands
Net cash flows provided by financing activities totaled $3,166 compared with
$2,297 provided by financing activities last year. Borrowings in fiscal 2001
increased to fund the acquisition of T.J. MacDonald and purchase of capital
items.
On January 22, 2001, Guest Supply entered into a Merger Agreement and Plan of
Reorganization with SYSCO Corporation, a Delaware Corporation ("SYSCO") and
SYSCO Food Services of New Jersey, Inc., a Delaware Corporation and wholly-owned
subsidiary of SYSCO ("Merger Subsidiary"), which provides for the acquisition of
Guest Supply by SYSCO. Under the Merger Agreement, the Merger Subsidiary has
commenced 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 on the Offer and that
regulatory clearance is obtained.
If the Merger Agreement is terminated because Guest Supply has entered into an
alternative transaction or has received an alternative offer within four months
of January 22, 2001 and enters into an alternative transaction with respect
thereto within 12 months after January 22, 2001, or otherwise as set forth in
the Merger Agreement, Guest Supply is obligated to pay SYSCO a fee in the
amount of $5.5 million, plus SYSCO's reasonable out-of-pocket fees and expenses.
At the effective time of the merger, each outstanding Guest Supply option
shall be assumed by SYSCO and thereafter deemed to constitute an option to
acquire, on the same terms and conditions as were applicable under the Guest
Supply stock options, the same number of shares of SYSCO common stock as the
holder of Guest Supply option would have been entitled to receive pursuant to
the merger agreement had the holder exercised the Guest Supply option in full
immediately prior to the effective time of the merger, rounded down to the
nearest whole number. The price per share shall equal the per share exercise
price at which the Guest Supply option was exercisable immediately prior to the
effective time, divided by the exchange ratio. All such options shall
automatically vest and become immediately exercisable 15 days prior to
completion of the transactions contemplated by the merger agreement.
Guest Supply's Board of Directors has taken sufficient action to exempt the
Offer, the Merger and the transactions contemplated by the Merger Agreement from
the provisions of the Guest Supply Rights Plan.
The Company believes that the amount available under the Revolver together
with the cash flows from operations will be sufficient to meet the Company's
short-term working capital requirements and identifiable long-term capital
needs. The Company also believes that, if necessary, additional financing will
be available to it on commercially reasonable terms.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
Page 12
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------
Dollars in Thousands
Other
- -----
At December 29, 2000, the financial liabilities of the Company exposed to
changes in interest rates consist mainly of $19,203 in variable rate borrowings
outstanding under the revolver. The Company has entered into an interest rate
collar agreement with a notional amount of $11,000. Under the terms of the
agreement, the Company would be reimbursed the interest difference in the event
that the three-month LIBOR rate exceeds 9.7%.
Assuming that a hypothetical increase of 1% in interest rates and debt levels
were to remain constant, interest expense would increase $192 per year.
Included in indebtedness is also $28,646 of fixed rate debt, which is not
subject to interest rate risk.
Cautionary Statement
- --------------------
This quarterly report on Form 10-Q may contain forward-looking information
about the Company. The following are some of the most significant factors that
may cause the Company's actual results to differ materially from those described
in any forward-looking statements made by the Company: a downturn in the lodging
industry resulting in lower demand for the Company's products, the loss of or
decline in sales to a major customer, failure to secure new business,
inefficiencies at the Company's manufacturing facility, the inability to
increase prices to customers to compensate for inflationary cost increases,
problems implementing the Company's e-commerce initiative, a decline in sales
and gross margin as a result of competitive pressures, including from
aggregators on the Internet, or the failure to complete the proposed business
combination with Sysco Corporation, which may result in the payment of a
termination fee.
Page 13
GUEST SUPPLY, INC. AND SUBSIDIARIES
PART II - OTHER INFORMATION
================================================================================
Item 5: Other Information
- --------------------------
From June until September 2000, Guest Supply, with the assistance of U.S.
Bancorp Piper Jaffray, had extensive discussions with BFMA Holding Corporation
("BFMA") based upon BFMA's then-stated intention to offer $24.00 per share for
Guest Supply's common stock. After over three months of discussions, Guest
Supply terminated negotiations based in part on concerns over BFMA's ability to
finance the transaction. In November 2000, BFMA commenced a solicitation of
proxies for the election at the 2001 Annual Meeting of Shareholders of Guest
Supply of two Class C Directors nominated by BFMA. BFMA also announced that it
was prepared to offer $21.00 for each share of Guest Supply common stock. On
February 5, 2001 BFMA notified the Company that it was withdrawing its
nominations.
Item 6: Exhibits and Reports on Form 8-K
- -----------------------------------------
a) Exhibits
No. 27 Financial Data Schedule
b) Reports on Form 8-K
On December 19, 2000, the Company filed a current report on Form 8-K dated
December 18, 2000 reporting under Item 5 of Form 8-K the registrant's
distribution of a letter to its shareholders relating to BFMA Holding
Corporation's Proxy Statement to solicit proxies to elect two BFMA nominees as
Class C directors.
On January 24, 2001, the Company filed a current report on Form 8-K dated
January 22, 2001 reporting under Item 5 of Form 8-K the registrant's
announcement that it entered into a Merger Agreement and Plan of Reorganization
with SYSCO Corporation, a Delaware Corporation, which provides for the
acquisition of Guest Supply by SYSCO.
On January 31, 2001, the Company filed a current report on Form 8-K dated
January 30, 2001 reporting under Item 5 of Form 8-K the registrant's description
of its capital stock.
On February 1, 2001, the Company filed a current report on Form 8-K dated
January 26, 2001 reporting under Item 5 of Form 8-K the registrant's earnings
announcement for fiscal quarter ended December 29, 2000.
Page 14
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.
GUEST SUPPLY, INC.
Dated: February 12, 2001 By: /s/ Clifford W. Stanley
-------------------- -----------------------------------
President & Chief Executive Officer
Dated: February 12, 2001 By: /s/ Paul T. Xenis
-------------------- -----------------------------------
Vice President, Finance