Filed by Sysco Corporation
Pursuant to Rule 425 Under the Securities Act of 1933
Subject Company: Guest Supply, Inc.
Commission File No. 333-54940
SYSCO [GRAPHIC OMITTED]
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SYSCO Corporation NEWS RELEASE
1390 Enclave Parkway
Houston, Texas 77077-2099
(281) 584-1390
Ms. Toni R. Spigelmyer
Asst. VP, Investor/Media Relations
(281) 584-1458
SYSCO ANNOUNCES SUBSEQUENT OFFERING PERIOD IN GUEST SUPPLY EXCHANGE OFFER
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HOUSTON, February 26, 2001 -- SYSCO Corporation (NYSE: SYY) today
announced that it has elected to provide a subsequent offering period in
connection with its exchange offer for shares of Guest Supply, Inc. (NYSE: GSY).
SYSCO is making this announcement at this time solely for the purpose of
complying with SEC rules regarding the required timing of announcements relating
to subsequent offering periods in tender offers. The 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. 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
immediately accept for exchange all shares validly tendered prior to the
expiration date of the initial offering period. 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Shares tendered during the subsequent offering period may not be withdrawn.
In addition, on February 7, 2001, SYSCO received early termination of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976
relating to its proposed acquisition and on February 6, 2001, Guest Supply
received notification that it was in compliance with the New Jersey Industrial
Site Recovery Act, which compliance is a condition to the proposed acquisition.
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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