Filed by SYSCO Corporation
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
Guest Supply, Inc. SYSCO Corporation
Paul Xenis Toni R. Spigelmyer
Vice President, Finance Assistant Vice President,
609-514-9696 Investor and Media Relations
281-584-1458
SYSCO Enters Into Definitive Agreement with Guest Supply, Inc.
Houston, January 22, 2001 -- Sysco Corporation (NYSE: SYY) and Guest
Supply, Inc. (NYSE: GSY) today announced that they have entered into a
definitive merger agreement and plan of reorganization pursuant to which SYSCO
will acquire Guest Supply, a specialty distributor to the lodging industry. As
is the case with other SYSCO acquisitions, Guest Supply, Inc. will function as
an autonomous operating entity and its current management will continue to
operate the company.
Under terms of the agreement, a subsidiary of SYSCO will commence an offer
to exchange shares of SYSCO Corporation common stock for all outstanding shares
of Guest Supply. 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 date on
which SYSCO accepts the Guest Supply shares tendered in the offer, which we
refer 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 1.1818 SYSCO shares for each Guest Supply
share. If the SYSCO average trading price is more than $30.00, Guest Supply
stockholders 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 those in the
offer and will be subject to customary closing conditions, including that a
majority of Guest Supply's outstanding shares, on a fully diluted basis, have
been tendered and that antitrust clearance has been obtained. The offer is
expected to commence as soon as practicable following filing of required
documents with the Securities and Exchange Commission.
Headquartered in Monmouth Junction, New Jersey, Guest Supply, Inc. 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, the
company generated sales of approximately $366 million. The company operates from
14 distribution centers located throughout the continental United States.
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Commenting on the announcement, Charles H. Cotros, chairman and chief
executive officer of SYSCO, said, "This merger exemplifies our more recent
acquisition strategy of bringing specialty distributors into the SYSCO family to
better serve our customers. Guest Supply's product lines will not only expand
SYSCO's offerings, but will also provide an entree and extend our reach into a
niche of the hospitality market that complements our business with existing
customers. Both our organizations share a commitment to excellent customer
service, and are supported by a team of outstanding employees who are the force
behind our leadership positions in our respective industries. Going forward,
that commitment not only will continue, but also will be enhanced as our
customers reap the benefits of our combined businesses."
Clifford W. Stanley, president and chief executive officer of Guest Supply,
added,. "I am very enthusiastic about the many opportunities this merger with
SYSCO creates. The superior service and value that Guest Supply provides to its
customers will be enhanced as we share in the knowledge, technology and other
resources of a "Best in Class" marketing and distribution company. The addition
of selected SYSCO products to our line will provide growth opportunities, while
economies of scale will improve our cost position. Importantly, I also believe
that the culture and values of both companies are closely aligned."
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.
Certain statements made herein are forward-looking statements under the
Private Securities Litigation Reform Act of 1995. They include statements
regarding expected benefits of the Guest Supply acquisition. 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 competitive price
pressures, availability of supplies, work stoppages, failure of SYSCO to
successfully integrate Guest Supply's operations, failure of the transaction to
close due to the inability to obtain regulatory or other approvals, failure of
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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, see SYSCO's Annual Report on Form 10-K for the fiscal
year ended July 1, 2000 as filed with the Securities and Exchange Commission.
We urge investors and security holders to read the following documents,
when they become available, regarding the exchange offer and merger described
above, because they will contain important information:
o Sysco Corporation's preliminary prospectus, prospectus supplements,
final prospectus and tender offer materials.
o Sysco Corporation's Registration Statement on Form S-4 and Schedule TO
containing or incorporating by reference such documents and other
information.
o Guest Supply's Solicitation/Recommendation Statement on Schedule
14D-9.
These documents and amendments to these documents 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 (when available) from Sysco Corporation by directing your
request to Investor Relations by fax at (281) 584-2721, or from Guest Supply by
directing your request by fax to (609) 514-7377.
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