Filed by SYSCO Corporation
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Guest Supply, Inc.
Commission File No. 333-54940
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SYSCO [GRAPHIC OMITTED]
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SYSCO Corporation NEWS RELEASE
1390 Enclave Parkway
Houston, Texas 77077-2099
(281) 584-1390
FOR MORE INFORMATION
CONTACT: Toni R. Spigelmyer
Assistant Vice President,
Investor & Media Relations
281-584-1458
SYSCO ANNOUNCES GUEST SUPPLY EXCHANGE RATIO
HOUSTON, March 1, 2001 -- SYSCO Corporation (NYSE: SYY) today announced
that stockholders of Guest Supply, Inc. (NYSE: GSY) will receive approximately
0.9564 shares of SYSCO common stock for each share of Guest Supply common stock
tendered in the exchange offer under the terms of the merger agreement between
the two companies, provided the initial offering period is not extended beyond
March 5, 2001. This exchange ratio is determined based on the average of the
closing prices per share of SYSCO common stock for each of the 15 consecutive
trading days ending on Monday, February 26, 2001, the trading day that is five
trading days prior to the scheduled expiration date of the offer. If the initial
offering period is extended beyond March 5, 2001, the exchange ratio will be
recalculated and SYSCO will issue a subsequent press release disclosing the new
exchange ratio.
The initial offering period is scheduled to expire at 11:59 p.m. (EST) on
Monday, March 5, 2001, subject to extension. If all offer conditions are
satisfied or waived in the initial offering period, SYSCO will promptly accept
for exchange all shares of Guest Supply common stock validly tendered prior to
the expiration date of the initial offering period. A previously announced
subsequent offering period will begin on the next business day following the
expiration of the initial offering and will expire at 11:59 p.m. (EST) on the
fifth business day following the expiration of the initial offering period,
unless the subsequent offering period is extended. During the subsequent
offering period, SYSCO will accept and pay for all validly tendered shares when
tendered. The same price paid to Guest Supply stockholders at the conclusion of
the initial offering period will be paid during the subsequent offering period.
Shares tendered during the subsequent offering period may not be withdrawn.
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.
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Forward Looking Statements
Certain statements made herein are forward-looking statements. They include
statements regarding completion of the exchange offer, as described in the
preliminary prospectus, and the consideration to be paid by SYSCO in the
exchange offer. 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:
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 certain documents and other
information about SYSCO and Guest Supply.
o Guest Supply's Solicitation/Recommendation Statement on Schedule 14D-9.
o Guest Supply's Information Statement on Schedule 14F-1.
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 SYSCO
Corporation by directing your request to Investor Relations by fax at (281)
584-2721.
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