SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 5, 2001 SYSCO CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-06544 74-1648137 (Commission File Number) (IRS Employer Identification No.) 1390 Enclave Parkway Houston, Texas 77077-2099 (Address of principal executive offices, including zip code) (281) 584-1390 (Registrant's telephone number, including area code) ________________________________ (Former name or former address, if changed since last report) Item 5. Other Events. On February 5, 2001, SYSCO Corporation ("SYSCO") issued a press release announcing the commencement of its offer to exchange shares of common stock, $1.00 par value, of SYSCO for all of the outstanding shares of common stock, no par value, of Guest Supply, Inc. SYSCO hereby incorporates by reference herein the information set forth in its Press Release dated February 5, 2001, a copy of which is attached hereto as Exhibit 99.1. Except for the historical information contained in this report, the statements made by SYSCO are forward looking statements that involve risks and uncertainties. All such statements are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. SYSCO's future financial performance could differ significantly from the expectations of management and from results expressed or implied in the Press Release. For further information on other risk factors, please refer to the "Risk Factors" contained in SYSCO's Registration Statement on Form S-4 as filed with the Securities and Exchange Commission on February 5, 2000. Item 7. Financial Statements and Exhibits. (a) Financial Statements. Not applicable. (b) Pro Forma Financial Information. Not applicable. (c) Exhibits. Exhibit Number Description -------------- ----------- 99.1 Press Release dated February 5, 2001 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, SYSCO has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SYSCO CORPORATION Date: February 5, 2001 By: /s/ John K. Stubblefield ------------------------------- Name: John K. Stubblefield, Jr. Title: Executive Vice President, Finance and Administration 3 EXHIBIT INDEX Exhibit Number Description Page -------------- ----------- ---- 99.1 Press Release dated February 5, 2001 5 4 1326083v1