SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO/A
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
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GUEST SUPPLY, INC.
(Name of Subject Company)
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SYSCO FOOD SERVICES OF NEW JERSEY, INC.
SYSCO CORPORATION
(Names of Filing Persons -- Offerors)
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COMMON STOCK, NO PAR VALUE 401630 10 8
(TITLE OF CLASS OF SECURITIES) (CUSIP Number of Class of Securities)
MICHAEL C. NICHOLS, ESQ.
VICE PRESIDENT, GENERAL COUNSEL AND ASSISTANT SECRETARY
SYSCO CORPORATION
1390 ENCLAVE PARKWAY
HOUSTON, TEXAS 77077
(281) 584-1390
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Filing Person)
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COPIES TO:
B. JOSEPH ALLEY, JR., ESQ.
ARNALL GOLDEN GREGORY LLP
2800 ONE ATLANTIC CENTER
1201 WEST PEACHTREE STREET
ATLANTA, GEORGE 30309
(404) 873-8500
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[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
This Amendment No. 1 amends and supplements the Tender Offer Statement on
Schedule TO (the "Schedule TO"), filed on February 5, 2001 by Sysco Corporation,
a Delaware corporation ("SYSCO"), and Sysco Food Services of New Jersey, Inc., a
Delaware corporation ("SFS New Jersey") and a wholly owned subsidiary of SYSCO
relating to the offer by SFS New Jersey to exchange shares of common stock, par
value $1.00 per share (the "SYSCO Shares"), of SYSCO for the outstanding shares
of common stock, no par value (the "Guest Supply Shares"), of Guest Supply,
Inc., a New Jersey corporation ("Guest Supply"), based on an exchange ratio
described in the Schedule TO and upon the terms and subject to the adjustments
and conditions set forth in the preliminary prospectus dated February 5, 2001
(the "Prospectus") and in the related Letter of Transmittal, copies of which are
attached to the Schedule TO as exhibits (a)(1) and (a)(2) and which are hereby
incorporated by reference.
ITEM 12. EXHIBITS.
Item 12 of the Schedule TO is hereby amended and supplemented to include
the following exhibit:
(a)(8) Press release issued by Sysco Corporation on February 5, 2001.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: February 5, 2001 SYSCO FOOD SERVICES OF NEW JERSEY, INC.
By: /s/ Michael C. Nichols
___________________________________________
Name: Michael C. Nichols
Title: President
SYSCO CORPORATION
By: /s/ Michael C. Nichols
___________________________________________
Name: Michael C. Nichols
Title: Vice President and General Counsel
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