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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE
ACT OF 1934
(Amendment No. )
Filed by the Registrant [_]
Filed by a party other than the Registrant [X]
Check the appropriate box:
[X] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-12
GUEST SUPPLY, INC.
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(Name of Registrant as Specified In Its Charter)
BFMA HOLDING CORPORATION
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(Name of Persons(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act
Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11:
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials:
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[_] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or
schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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BFMA HOLDING CORPORATION
PROXY STATEMENT
IN OPPOSITION TO THE
BOARD OF DIRECTORS OF
GUEST SUPPLY, INC.
-----------------------------------------------------
2001 ANNUAL MEETING OF STOCKHOLDERS
OF
GUEST SUPPLY, INC.
-----------------------------------------------------
PLEASE SIGN, DATE AND RETURN THE ENCLOSED BLUE PROXY CARD
This proxy statement and the enclosed BLUE proxy card are being
furnished to stockholders of Guest Supply, Inc., a New Jersey corporation, by
BFMA Holding Corporation, a Delaware corporation, in connection with the
solicitation of proxies from stockholders of Guest Supply to be used at the 2001
Annual Meeting of Stockholders of Guest Supply, including any adjournments or
postponements thereof and any special meeting which may be called in lieu
thereof, to elect two or more persons (collectively, the "BFMA Nominees")
nominated by BFMA for election as Class C Directors to the Board of Directors of
Guest Supply, who are expected, subject to their fiduciary duties to Guest
Supply's stockholders, to take all actions as may be necessary to maximize value
for the stockholders of Guest Supply, including to form a Special Committee of
Directors and hire independent financial and legal advisors to arrange a prompt
sale of Guest Supply to the highest bidder. As nominees for director, Logan D.
Delany, Jr. and Charles W. Miersch are also deemed to be participants with BFMA
in this proxy solicitation.
The principal executive offices of Guest Supply are located at 4301
U.S. Highway One, Monmouth Junction, New Jersey 08852. This proxy statement and
the BLUE proxy card are first being furnished to Guest Supply's stockholders on
or about _________, 2000.
The Company has established November 30, 2000 as the record date for
determining stockholders entitled to notice of and to vote at the Annual Meeting
(the "Record Date") and January 17, 2001 as the date of the Annual Meeting.
Stockholders of record at the close of business on the Record Date will be
entitled to one vote at the Annual Meeting for each Share (as defined herein)
held on the Record Date. BFMA is the beneficial owner of an aggregate of 308,600
Shares which represents approximately 4.7% of the Shares outstanding (based on
the most recent share information publicly disclosed by Guest Supply). BFMA
intends to vote all of its Shares for the election of the BFMA Nominees.
THIS SOLICITATION IS BEING MADE BY BFMA AND NOT ON BEHALF OF THE BOARD
OF DIRECTORS OR MANAGEMENT OF GUEST SUPPLY.
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On November 16, 2000, BFMA proposed to purchase all of the outstanding
shares of common stock of Guest Supply, with no par value (the "Shares") for
$21.00 per share in cash (the "Proposal"). See "Background & Recent Events" for
details of communications between BFMA and Guest Supply leading up to the
Proposal.
BFMA is soliciting proxies to obtain representation on the Guest Supply
Board of Directors because BFMA believes that the election of the BFMA Nominees
represents the best means for Guest Supply's stockholders to maximize the value
of their Shares. As a stockholder of Guest Supply, BFMA has a vested interest in
the maximization of the value of the Shares.
BFMA is committed to the prompt sale of Guest Supply and to giving all
of Guest Supply's stockholders an opportunity to receive maximum value for their
Shares. If elected, the BFMA Nominees are expected to take all actions, subject
to their fiduciary duties to Guest Supply's stockholders, to maximize
stockholder value, through the sale of Guest Supply to the highest bidder and on
the most favorable terms available to Guest Supply. Although BFMA currently
believes the Proposal provides the best and only opportunity for the
stockholders to receive the maximum value for their Shares, we support the
prompt sale of Guest Supply to the highest bidder.
Even if the BFMA Nominees are elected to the Board of Directors, the
Proposal will not occur without the approval from two or more of the incumbent
members of the Board of Directors. BFMA believes, however, that stockholder
support for the BFMA Nominees set forth in this proxy statement may encourage
the Board to maximize stockholder value through the sale of Guest Supply to the
highest bidder, whether pursuant to the Proposal or otherwise, and/or to take
appropriate steps to remove certain anti-takeover mechanisms that were adopted
without the approval of Guest Supply's stockholders.
This proxy statement is not an offer for the purchase of Shares. There
can be no assurance that, if the BFMA Nominees are elected, a sale of Guest
Supply, through the Proposal or otherwise, will occur.
BFMA is soliciting proxies for the election of the BFMA Nominees to the
Board of Directors of Guest Supply as Class C Directors. BFMA is not aware of
any other proposals to be brought before the Annual Meeting. However, should
other proposals be brought before the Annual Meeting, the persons named as
proxies in the enclosed BLUE proxy card will vote on such matters in their
discretion.
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IMPORTANT!
YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY OR HOW FEW SHARES YOU OWN.
BFMA URGES YOU TO SIGN, DATE AND RETURN THE ENCLOSED BLUE PROXY CARD TODAY TO
VOTE FOR THE ELECTION OF THE BFMA NOMINEES.
THE BFMA NOMINEES ARE COMMITTED, SUBJECT TO THEIR FIDUCIARY DUTIES TO
GUEST SUPPLY'S STOCKHOLDERS, TO GIVING ALL GUEST SUPPLY'S STOCKHOLDERS THE
OPPORTUNITY TO RECEIVE THE MAXIMUM VALUE FOR THEIR SHARES. A VOTE FOR THE BFMA
NOMINEES WILL ENABLE YOU -- AS THE OWNERS OF GUEST SUPPLY -- TO SEND A STRONG
MESSAGE TO THE BOARD THAT YOU ARE COMMITTED TO MAXIMIZING THE VALUE OF YOUR
SHARES.
IF YOUR SHARES ARE REGISTERED IN YOUR OWN NAME, PLEASE SIGN AND DATE
THE ENCLOSED BLUE PROXY CARD AND RETURN IT TO BFMA, C/O INNISFREE M&A
INCORPORATED IN THE ENCLOSED ENVELOPE TODAY. IF ANY OF YOUR SHARES ARE HELD IN
THE NAME OF A BROKERAGE FIRM, BANK, BANK NOMINEE OR OTHER INSTITUTION ON THE
RECORD DATE, ONLY IT CAN VOTE SUCH SHARES AND ONLY UPON RECEIPT OF YOUR SPECIFIC
INSTRUCTIONS. ACCORDINGLY, PLEASE CONTACT THE PERSON RESPONSIBLE FOR YOUR
ACCOUNT AND INSTRUCT THAT PERSON TO EXECUTE ON YOUR BEHALF THE BLUE PROXY CARD.
If you have any questions regarding your proxy, or need assistance in
voting your Shares, please call:
Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10022
Call toll-free: (888) 750-5834
Bankers and Brokers Call Collect: (212) 750-5833
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PROPOSAL -- ELECTION OF CLASS C DIRECTORS
WHY YOU SHOULD VOTE FOR THE BFMA NOMINEES
BFMA believes that the election of the BFMA Nominees represents the
best means for Guest Supply's stockholders to maximize the value of their
Shares. As a stockholder of Guest Supply, BFMA has a vested interest in the
maximization of the value of the Shares.
BFMA is committed to the prompt sale of Guest Supply and to giving all
of Guest Supply's stockholders an opportunity to receive maximum value for their
Shares. If elected, the BFMA Nominees are expected to take all actions, subject
to their fiduciary duties to Guest Supply's stockholders, to maximize
stockholder value, through the sale of Guest Supply to the highest bidder and on
the most favorable terms available to Guest Supply. Although BFMA currently
believes the Proposal provides the best chance for the stockholders to receive
the maximum value for their Shares, we support the prompt sale of Guest Supply
to the highest bidder.
BFMA's Proposal of $21.00 per Share represents a premium of
approximately 25% over the $16.25 reported closing sales price of Guest Supply's
Shares on the New York Stock Exchange on November 16, 2000, the last trading day
prior to BFMA's delivery of the Proposal. BFMA's Proposal also represented a
premium of approximately 29% over the $16.30 average closing sales price of
Guest Supply's Shares on the New York Stock Exchange over the 20 trading days
ending on November 16, 2000, the last trading day prior to BFMA's delivery of
the Proposal.
If elected, the BFMA Nominees will constitute a minority of the current
six members of the Board of Directors. Under Guest Supply's Amended and Restated
Certificate of Incorporation and Bylaws, as amended November 5, 1997, a majority
of the whole Board of Directors constitutes a quorum, and action may be taken by
a vote of a majority of the directors when a quorum is present. Accordingly, the
BFMA Nominees would not be able, without the support of at least two other
members of the Board of Directors, to influence any action.
Nonetheless, if elected, the BFMA Nominees are expected, subject to
their fiduciary duties to Guest Supply's stockholders, to seek to convince other
members of the Board to vote with them to form a Special Committee of the Board
and hire independent financial and legal advisors to arrange a prompt sale of
Guest Supply to the highest bidder.
To date, Guest Supply, especially Clifford W. Stanley, President and
Chief Executive Officer of Guest Supply, has resisted attempts by BFMA to
acquire Guest Supply and has not provided any alternative proposals to the
stockholders. See "Background & Recent Events". Moreover, the current Board of
Directors has resisted the opportunity to discuss seriously with BFMA its
previous proposals or any other alternative proposal the Board might consider.
If no viable bids in excess of the price offered by BFMA pursuant to the
Proposal are received, the BFMA Nominees would also seek to convince other
members of the Board to vote with them to take all steps necessary to permit the
Proposal to proceed as promptly as practicable.
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THE BFMA NOMINEES
BFMA is proposing that the stockholders of Guest Supply elect the BFMA
Nominees to the Board at the Annual Meeting. Logan D. Delany, Jr. will be
nominated to be elected to succeed Teri E. Unsworth and Charles W. Miersch will
be nominated to be elected to succeed Clifford W. Stanley (collectively, Messrs.
Delany and Miersch are the "BFMA Nominees"), who are the current Class C
directors (or any director named to fill any vacancy created by the death,
retirement, resignation or removal of any such director) of Guest Supply.
Additional persons (who would be named prior to the solicitation of
proxies) (the "BFMA Conditional Nominees") will be nominated to be elected:
o in the event that Guest Supply purports to increase the number of
directorships pursuant to its Amended and Restated Certificate of
Incorporation or By Laws, as amended November 5, 1997, of Guest Supply,
and/or
o in the event that any of the BFMA Nominees are unable for any reason to
serve as a director. Additional nominations made are without prejudice
to BFMA's view that any attempt to increase the size of the Board of
Directors constitutes an unlawful manipulation of Guest Supply's
corporate machinery to disenfranchise Guest Supply's stockholders.
The following table sets forth the name, business address, present
principal occupation, and employment and material occupations, positions,
offices, or employments for the past five years of the BFMA Nominees. See also
"Information About Participants." This information has been furnished to BFMA by
the BFMA Nominees. Each person listed below is a citizen of the United States.
If required, BFMA intends to distribute to the stockholders of Guest Supply
similar information regarding the BFMA Conditional Nominees in the event that
the Board of Directors takes action after the date of this proxy statement to
increase the number of directors of Guest Supply.
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<TABLE>
<CAPTION>
Name, Principal Business Address Principal Occupation and Business Experience During the
and Age Last Five Years; Current Directorships
-------------------------------- ---------------------------------------------------------
<S> <C>
Logan D. Delany, Jr., Age 51 President of Delany Capital Management Corp. (a privately
41 North Broadway held investment company and consulting firm) 1986-
Irvington, New York 10533-1316 Present
Chairman of the Board of EAD Motors, Inc. (a
privately held manufacturer of electric motors)
1986-Present Chairman of the Board of HH Smith, Inc.
( a privately held manufacturer of electrical
connectors and electronic hardware) 1986-Present
Chairman of the Board of Elinco, Inc. (a privately
held manufacturer of electric motors) 1999-Present
Director of BFMA Holding Corporation 1996-Present
Director of Marietta Corporation 1996-Present
Director of AllVertical, Inc. (a privately held
internet portal and web hosting company) 2000-Present
Charles W. Miersch, Age 53 Senior Associate Dean for Corporate Relations and
2-217 Carol Simon Hall Institutional Advancement at William E. Simon Graduate
University of Rochester School of Business Administration at the University of
Rochester, New York 14627-0102 Rochester 1984 - Present
Chairman of the Board of Century Bank (a privately
held federally chartered savings bank) 1991- Present
Director of Century Financial Group (the parent of
Century Bank) 1988-Present
Director of BFMA Holding Corporation 1996-Present
Director of Marietta Corporation 1995-Present
</TABLE>
Neither the BFMA Nominees nor the BFMA Conditional Nominees (if any)
will receive any compensation from BFMA for their services as a director of
Guest Supply. BFMA has agreed to indemnify the BFMA Nominees and the BFMA
Conditional Nominees (if any) against any costs, expenses and other liabilities
associated with his nomination and the election contest. Both Messrs. Delany and
Miersch have executed written consents agreeing to be nominees for election to
the Board of Directors of Guest Supply and to serve as a director if so elected.
Neither of the BFMA Nominees have been convicted in any criminal proceedings
(excluding traffic violations or similar misdemeanors) over the past ten years.
According to Guest Supply's public filings, if elected as a director,
the BFMA Nominees and the BFMA Conditional Nominees (if any) would receive an
annual retainer of $10,000 for membership of the Board of Directors and $1,000
for each day on which one or more meetings was attended.
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Neither BFMA nor any of the BFMA Nominees is adverse to Guest Supply or
any of its subsidiaries in any material pending legal proceedings.
BFMA does not expect that the BFMA Nominees will be unable to stand for
election but, in the event that such person is unable to do so, the Shares
represented by the enclosed BLUE proxy card will be voted for the BFMA
Conditional Nominees. In addition, BFMA reserves the right to nominate
substitute or additional persons if Guest Supply makes or announces any changes
to its Bylaws or takes or announces any other action that has, or if consummated
would have, the effect of disqualifying the BFMA Nominees. In any such case,
Shares represented by the enclosed BLUE proxy card will be voted for such
substitute or additional nominees.
YOU ARE URGED TO VOTE FOR THE ELECTION OF THE BFMA NOMINEES ON THE
ENCLOSED BLUE PROXY CARD.
VOTING AND PROXY PROCEDURES
Only stockholders of record on the Record Date will be entitled to
notice of and to vote at the Annual Meeting. Each Share is entitled to one vote.
Stockholders who sell Shares before the Record Date (or acquire them without
voting rights after the Record Date) may not vote such Shares. Stockholders of
record on the Record Date will retain their voting rights in connection with the
Annual Meeting even if they sell such Shares after the Record Date. Based on
publicly available information, BFMA believes that the only outstanding class of
securities of Guest Supply entitled to vote at the Annual Meeting are the
Shares. According to the most recent share information publicly disclosed by
Guest Supply, there are 6,611,563 Shares issued and outstanding.
Shares represented by properly executed BLUE proxy cards will be voted
at the Annual Meeting as marked and, in the absence of specific instructions,
will be voted FOR the election of the BFMA Nominees as Class C directors of
Guest Supply and in the discretion of the persons named as proxies on all other
matters as may properly come before the Annual Meeting. Election of the BFMA
Nominees requires the affirmative vote of a plurality of the Shares represented
and entitled to vote at the Annual Meeting. Directors are elected by a plurality
and the nominees who receive the most votes will be elected.
Stockholders of Guest Supply may revoke their proxies at any time prior
to its exercise by attending the Annual Meeting and voting in person (although
attendance at the Annual Meeting will not in and of itself constitute revocation
of a proxy) or by delivering a written notice of revocation. The delivery of a
subsequently dated proxy which is properly completed will constitute a
revocation of any earlier proxy. The revocation may be delivered either to BFMA
in care of Innisfree M&A Incorporated at the address set forth on the back cover
of this proxy statement or to Guest Supply at 4301 U.S. Highway One, Monmouth
Junction, New Jersey 08852 or any other address provided by Guest Supply.
Although a revocation is effective if delivered to Guest Supply, BFMA requests
that either the original or photostatic copies of all revocations be mailed to
BFMA in care of Innisfree M&A Incorporated at the address set forth on the back
cover of this Proxy Statement so that BFMA will be aware of all revocations and
can
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more accurately determine if and when proxies have been received from the
holders of record on the Record Date of a majority of the outstanding Shares.
IF YOU WISH TO VOTE FOR THE ELECTION OF THE BFMA NOMINEES AS CLASS C
DIRECTORS OF GUEST SUPPLY, PLEASE SIGN, DATE AND RETURN PROMPTLY THE ENCLOSED
BLUE PROXY CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED.
BACKGROUND AND RECENT EVENTS
On numerous occasions over the last few years, BFMA has expressed its
interest to Guest Supply in combining its operating subsidiary, Marietta
Corporation, with Guest Supply. On June 1, 2000, BFMA made a proposal to Guest
Supply to acquire all of the Shares for $24.00 per share in cash. That proposal
was conditioned upon, among other things, the assumption that BFMA would have
full access to information regarding Guest Supply's business. On June 16, 2000,
BFMA received a letter from Guest Supply rejecting BFMA's proposal as
"inadequate" and identifying certain conditions that were required to be
satisfied prior to continuing discussions. Guest Supply's conditions included:
o BFMA executing a confidentiality agreement, with "stand still" and
other provisions, which would have severely limited BFMA's rights as a
stockholder for three years;
o Guest Supply agreeing to supply only a limited amount of information
regarding
its business;
o Guest Supply refusing to provide representations and warranties
regarding the business of Guest Supply, other than with respect to
the material accuracy of its SEC filings; and
o BFMA demonstrating that it has sufficient financing to consummate
a transaction at a price in excess of $30 per share (even though
BFMA's proposal was only for $24 per share).
Despite the obvious unreasonableness of the above conditions, BFMA agreed to
discuss these conditions in order to try to reach an agreement.
On June 23, 2000, representatives of BFMA met with representatives of
Guest Supply to discuss the terms upon which a transaction could occur.
Discussions continued after the June 23 meeting and, shortly after the meeting,
BFMA agreed to all of Guest Supply's substantive requests regarding the
provisions of the confidentiality agreement, so long as BFMA received sufficient
information to be able to quickly evaluate the potential benefits of putting the
two companies together. On July 6, 2000, BFMA received a letter from Daniel J.
Donoghue, a Managing Director of US Bancorp Piper Jaffray, the investment
banking firm engaged by Guest Supply, offering to commit to provide to BFMA a
limited amount of the information requested by BFMA, in return for BFMA sharing
details of its financial standing and its ability to finance the transaction.
During July and early August, representatives of BFMA and Guest Supply
continued to discuss the information which Guest Supply would be willing to
provide to BFMA. At the same time, BFMA shared an overview of its financial
standing with Messrs. Stanley and Donoghue and encouraged them to have
conversations with BFMA's financing sources. However, Guest Supply continued to
refuse to commit to
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provide the requested information to BFMA. As a result, BFMA believed that
signing a confidentiality agreement at that time under those circumstances would
not be in the best interests of Guest Supply's stockholders or BFMA.
BFMA sent a letter to Guest Supply on August 8, 2000, expressing BFMA's
frustration with the pace of the discussions and inquiring as to why the mere
commitment to provide BFMA with any information proved such a difficult
decision. At this point, BFMA's frustrations led them to question openly
Clifford Stanley's commitment to the sale process. On August 17, 2000, BFMA
received a letter from Guest Supply in which Guest Supply continued to refuse to
commit to provide the requested information to BFMA and, in fact, requested
additional information concerning BFMA, including BFMA's financial statements
and the estimated synergies of the transaction. Subsequent to August 17,
representatives of BFMA provided Mr. Donoghue with financial information
regarding BFMA's ability to finance the transaction and arranged for Mr.
Donoghue to speak with BFMA's financing sources. These sources indicated to Mr.
Donoghue that the financing for the transaction was readily available.
Subsequent to these conversations, Mr. Donoghue continued to encourage the
parties to talk without raising any concerns as to BFMA's ability to finance the
transaction or the seriousness of BFMA's intentions. However, on August 31,
2000, one day after a conversation between a representative of BFMA and Mr.
Stanley to discuss BFMA's information request, Mr. Donoghue called a
representative of BFMA to inform him of Mr. Stanley's intention to delay the
discussions further.
BFMA sent a letter to Guest Supply on September 5, 2000, again
expressing BFMA's frustration with Guest Supply's lack of commitment to the sale
process. On September 20, 2000, Guest Supply sent BFMA a letter terminating
discussions with BFMA and confirming BFMA's belief that Guest Supply never
seriously intended to cooperate with BFMA in exploring a transaction.
After the September 20 letter, BFMA believed that the only way to
persuade Guest Supply to seek to maximize stockholder value was to take its case
directly to Guest Supply's stockholders.
THE BFMA NOMINEES ARE COMMITTED, SUBJECT TO THEIR FIDUCIARY DUTIES TO
GUEST SUPPLY'S STOCKHOLDERS, TO GIVING ALL GUEST SUPPLY'S STOCKHOLDERS THE
OPPORTUNITY TO RECEIVE THE MAXIMUM VALUE FOR THEIR SHARES. A VOTE FOR THE BFMA
NOMINEES WILL ENABLE YOU -- AS THE OWNERS OF GUEST SUPPLY -- TO SEND A STRONG
MESSAGE TO THE BOARD THAT YOU ARE COMMITTED TO MAXIMIZING THE VALUE OF YOUR
SHARES.
SOLICITATION OF PROXIES
The solicitation of proxies pursuant to this proxy statement is being
made by BFMA. Proxies may be solicited by mail, facsimile, telephone, telegraph,
in person and by advertisements. Solicitations may be made by certain directors,
officers and employees of BFMA, none of whom will receive additional
compensation for such solicitation.
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BFMA has retained Innisfree M&A Incorporated for solicitation and
advisory services in connection with this solicitation, for which Innisfree M&A
Incorporated will receive a fee not to exceed [$100,000], together with
reimbursement for its reasonable out-of-pocket expenses, and will be indemnified
against certain liabilities and expenses, including certain liabilities under
the federal securities laws. Innisfree M&A Incorporated will solicit proxies
from individuals, brokers, banks, bank nominees and other institutional holders.
BFMA has requested banks, brokerage houses and other custodians, nominees and
fiduciaries to forward all solicitation materials to the beneficial owners of
the Shares they hold of record. BFMA will reimburse these record holders for
their reasonable out-of-pocket expenses in so doing. It is anticipated that
Innisfree M&A Incorporated will employ approximately [65] persons to solicit
Guest Supply's stockholders for the Annual Meeting.
The entire expense of soliciting proxies is being borne by BFMA. BFMA
does not currently intend to seek reimbursement of the costs of this
solicitation from Guest Supply. Costs of this solicitation of proxies are
currently estimated to be approximately $[ ]. BFMA estimates that through the
date hereof, its expenses in connection with this solicitation are approximately
$[___].
INFORMATION ABOUT PARTICIPANTS
BFMA is a Delaware corporation with its principal executive offices
located at 50 East Sample Road, Suite 400, Pompano Beach, Florida 33064. BFMA is
a holding company, whose primary operating subsidiary, Marietta Corporation, is
a manufacturer of guest amenities for the lodging industry and a contract
packager primarily for the personal care products industry.
As of the date of this proxy statement, BFMA, together with all of the
participants in this solicitation, beneficially owns an aggregate of 308,600
Shares, which represents approximately 4.7% of the Shares outstanding (based on
the most recent share information publicly disclosed by Guest Supply).
Except as set forth in this proxy statement (or in Schedules I or II
hereto), neither BFMA nor, to BFMA's knowledge, any BFMA Nominee or BFMA
Conditional Nominee (if any) or any other participant in this solicitation or
any of their respective associates:
o directly or indirectly beneficially owns any Shares
or any other securities of Guest Supply;
o has had any relationship with Guest Supply in any
capacity other than as a stockholder, or has been a
party to any transaction, or series of similar
transactions, since the beginning of Guest Supply's
last fiscal year with respect to any shares of Guest
Supply's capital stock;
o knows of any transactions since the beginning of
Guest Supply's last fiscal year, currently proposed
transactions, or series of similar transactions, to
which Guest Supply was or is to be a party, in which
the amount involved exceeds $60,000 and which any of
them or their respective affiliates had, or will
have, a direct or indirect material interest;
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o has any interest in the matters to be voted on at
the Annual Meeting, other than an interest, if any,
as a stockholder of Guest Supply;
o has been indebted to Guest Supply; or
o has been convicted of a criminal proceeding
(excluding traffic violations or similar
misdemeanors) during the past ten years.
We note that Guest Supply is a significant customer of Marietta and has been a
customer of Marietta for many years.
In addition, other than as set forth in this proxy statement, there are
no contracts, arrangements or understandings entered into by BFMA or any other
participant in this solicitation or any of their respective associates within
the past year with any person with respect to any of Guest Supply's securities,
including, but not limited to, joint ventures, loan or option arrangements, puts
or calls, guarantees against loss or guarantees of profit, division of losses or
profits, or the giving or withholding of proxies. In addition, except as
otherwise described in the "Background & Recent Events" section above, neither
BFMA nor any other participant in this solicitation or any of their respective
associates has been engaged in contacts, negotiations or transactions with Guest
Supply concerning a merger, consolidation, acquisition, tender offer or other
acquisition of securities, or a sale or other transfer of a material amount of
assets; or had any other transaction (other than this proxy solicitation and
matters incidental thereto) with Guest Supply or any of its executive officers
or directors that would require disclosure under the rules and regulations of
the SEC.
Neither BFMA nor, to BFMA's knowledge, any BFMA Nominee or BFMA
Conditional Nominee (if any) or any other participant in this solicitation or
any of their respective associates, has entered into any agreement or
understanding with any person with respect to:
o any future employment by Guest Supply, or
o any future transactions to which Guest Supply will
or may be a party.
However, in connection with the Proposal, BFMA has reviewed, and will continue
to review, on the basis of publicly available information various possible
business strategies that they might consider in the event that BFMA acquires
control of Guest Supply.
For more detailed information regarding Messrs. Delany and Miersch, who
as nominees for directors are deemed to be participants in this proxy
solicitation, see "The BFMA Nominees". For more detailed information regarding
the directors and executive officers of BFMA (other than Messrs. Delany and
Miersch) and transactions involving Shares over the past two years by BFMA, see
Schedules I and II of this proxy statement.
CERTAIN INFORMATION ABOUT GUEST SUPPLY
Guest Supply, Inc. is a New Jersey corporation with its principal
executive office located at 4301 U.S. Highway One, Monmouth Junction, NJ 08852.
Guest Supply is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and in accordance therewith is required
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to file reports, proxy statements and other information with the SEC. Reports,
registration statements, proxy statements and other information filed by Guest
Supply with the SEC can be inspected and copied at the public reference
facilities maintained by the SEC at Judiciary Plaza, 450 Fifth Street, N.W. Room
1024, Washington, DC 20549, and at the SEC's Regional Offices, Judiciary Plaza,
500 West Madison Street, Suite 1400, Chicago, IL 60661 and 7 World Trade Center,
New York, NY 10048. Copies of such material can be obtained from the Public
Reference Section of the SEC, 450 Fifth Street, N.W., Washington, DC 20549, at
prescribed rates. Documents filed electronically by Guest Supply are also
available at the SEC's Web site (http://www.sec.gov).
We note that Guest Supply's proxy statement will contain information
regarding:
o number of Shares outstanding as of the record date;
o trading prices of Guest Supply stock over time;
o establishment of a quorum;
o vote required for approval;
o treatment of abstentions and "broker non-votes;"
o admission requirements for the Annual Meeting;
o ownership of Shares by directors and executive
officers of Guest Supply and by other persons who
own more than five percent of the outstanding
Shares,
o background of Guest Supply's nominees for election
to the Board of Directors;
o compensation paid and payable to Guest Supply's
directors and executive officers;
o committees of the Board of Directors and their
responsibilities;
o meetings of the Board and certain committees
thereof; and
o requirements regarding the submission of stockholder
proposals to be considered for inclusion in
Guest Supply's proxy statement for the 2002 Annual
Meeting of Stockholders.
BFMA assumes no responsibility for the accuracy or completeness of such
information.
OTHER MATTERS AND ADDITIONAL INFORMATION
BFMA is unaware of any other matters to be considered at the Annual
Meeting. However, BFMA has notified Guest Supply of its intention to bring
before the Annual Meeting such proposals as it believes to be appropriate.
Should other proposals be brought before the Annual Meeting, the persons named
as proxies on the enclosed BLUE proxy card will vote on such matters in their
discretion.
November __, 2000 BFMA HOLDING CORPORATION
Barry W. Florescue, Chief Executive Officer
12
<PAGE>
SCHEDULE I
INFORMATION CONCERNING DIRECTORS AND EXECUTIVE OFFICERS OF BFMA
The following table sets forth the name, business address, present
principal occupation, and employment and material occupations, positions,
offices or employments for the past five years of certain directors, officers
and employees of BFMA (other than Messrs. Delany and Miersch). Where no date is
given for the commencement of the indicated office or position, such office or
position was assumed prior to November 1995. Each person listed below is a
citizen of the United States.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION OR
NAME AND PRINCIPAL EMPLOYMENT; MATERIAL POSITIONS HELD
BUSINESS ADDRESS DURING THE PAST FIVE YEARS
------------------ -----------------------------------
<S> <C>
Barry W. Florescue President, Chief Executive Officer and a director of
c/o BMFA Holding Corporation BFMA and Marietta
50 East Sample Road, Suite 400 Director of Century Bank (a privately held federally
Pompano Beach, Florida 33064 chartered savings bank)
Chief Executive Officer and a director of Century
Financial Group (the parent of Century Bank)
Philip A. Shager Senior Vice President, Chief Financial Officer and
c/o Marietta Corporation Treasurer of BFMA and Marietta
37 Huntington Street
Cortland, New York 13045
Richard A. Bloom Director of BFMA and Marietta
c/o Marietta Corporation Senior Vice President of Marietta since September
37 Huntington Street 1999
Cortland, New York 13045 Principal of Imperial Capital, LLC and its predecessor
(an investment bank) until August 1999
Ned L. Siegel Director of BFMA and Marietta
c/o The Siegel Group President of The Siegel Group (a privately held real
5000 Blue Lake Drive, Suite 150 estate investment company)
Boca Raton, Florida 33431
Charles I. Weissman Assistant Secretary and a director of BFMA and
c/o Swidler Berlin Shereff Friedman, LLP Marietta
The Chrysler Building Attorney - Partner in Swidler Berlin Shereff Friedman,
405 Lexington Ave. LLP
New York, New York 10174
</TABLE>E
13
<PAGE>
None of the foregoing persons have, during the past ten (10) years,
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
As of November 15, 2000, BFMA beneficially owns 308,600 shares of Guest
Supply's common stock (representing 4.7% of the issued and outstanding shares,
based on Guest Supply's most recent public filings). None of the foregoing
persons (or their associates, other than BFMA) currently directly or indirectly
own any securities of Guest Supply, either beneficially or of record, except
indirectly through their ownership of securities of BFMA, nor have any of the
foregoing persons purchased or sold any securities of Guest Supply during the
last two years, except as set forth on Schedule II. Collectively, the directors
and executive officers of BFMA beneficially own approximately 91% of the
outstanding shares of BFMA common stock.
14
<PAGE>
SCHEDULE II
TRANSACTIONS IN THE SECURITIES OF GUEST SUPPLY
The following table sets forth all of the transactions in Shares by
BFMA, either directly or through wholly-owned subsidiaries (unless otherwise
indicated, all such transactions were open-market purchases and sales (in
parentheses)):
<TABLE>
<CAPTION>
Shares of Common Stock Purchase Price Per Share ($) Date of Purchase
---------------------- ---------------------------- ----------------
<S> <C> <C>
(1,000) 9.5000 11/17/98
(1,000) 9.7500 11/18/98
(500) 9.5000 11/18/98
(500) 10.1250 11/19/98
(500) 9.6250 11/20/98
(500) 9.8125 11/23/98
100 10.3750 11/30/98
500 10.3750 12/01/98
1,600 10.4375 12/01/98
6,500 11.3750 12/02/98
1,100 11.5000 12/02/98
9,500 11.6250 12/03/98
6,000 12.0000 12/07/98
12,000 12.5000 12/08/98
(500) 12.8750 12/09/98
(500) 13.1250 12/10/98
15,500 12.5694 12/15/98
1,200 11.4375 12/18/98
600 10.7500 12/21/98
500 10.7500 12/21/98
500 10.7500 12/21/98
500 10.5625 12/23/98
1,000 10.5625 12/23/98
1,500 11.0000 12/24/98
3,000 11.0000 12/24/98
1,500 10.9374 12/24/98
5,500 11.5000 01/06/98
4,000 10.7500 01/07/98
2,600 11.0000 01/11/99
500 10.8125 01/13/99
500 10.6875 01/15/99
2,000 10.9375 01/19/99
2,000 11.0000 01/19/99
----------------------------------------------------------------------------------------------------------------
15
<PAGE>
1,500 11.0000 01/19/99
1,000 10.8125 01/19/99
1,000 10.8750 01/19/99
3,000 10.9375 01/20/99
3,000 11.0000 01/20/99
1,000 11.0000 01/25/99
800 11.0000 01/26/99
700 11.0000 01/26/99
600 11.0000 01/26/99
500 11.0000 01/26/99
1,200 11.0000 01/29/99
500 11.0000 02/02/99
500 11.2500 02/03/99
2,500 11.7500 02/05/99
1,000 11.1250 02/09/99
1,000 11.0000 02/10/99
6,000 11.0000 02/16/99
(300) 10.3125 02/25/99
5,000 9.9375 03/03/99
1,500 9.3750 03/12/99
2,500 9.0000 03/16/99
3,500 8.9375 03/25/99
3,000 8.8750 03/29/99
(1,500) 11.3750 05/12/99
(500) 11.7500 05/12/99
(500) 11.4375 05/12/99
(500) 10.9375 05/13/99
500 10.1250 06/04/99
(500) 12.7500 06/30/99
(500) 12.8750 07/02/99
(500) 12.9375 07/02/99
(300) 13.5625 07/06/99
(500) 13.5000 07/06/99
(500) 13.5000 07/06/99
(600) 13.5000 07/06/99
(1,000) 13.5000 07/06/99
(1,000) 13.5000 07/07/99
(500) 14.0625 07/08/99
(1,000) 14.2500 07/08/99
(500) 14.0625 07/08/99
(1,000) 14.2500 07/09/99
(2,000) 14.7500 07/12/99
(500) 14.6250 07/12/99
------------------------------------------------------------------------------------------------------------------
16
<PAGE>
(500) 14.6250 07/12/99
(500) 14.8750 07/12/99
(500) 14.8750 07/12/99
(1,000) 14.5000 07/13/99
(1,000) 14.7500 07/13/99
(500) 14.5620 07/13/99
(500) 14.6250 07/13/99
(200) 14.2500 07/13/99
(200) 14.2500 07/13/99
(2,500) 15.0000 07/14/99
(2,500) 15.0000 07/14/99
(500) 14.7500 07/14/99
(1,500) 15.5000 07/15/99
(500) 15.3750 07/15/99
(500) 14.8125 07/16/99
(500) 15.4370 07/20/99
(1,200) 15.4370 07/20/99
(1,000) 15.3750 07/20/99
(500) 14.8750 07/20/99
(500) 14.5620 07/20/99
(300) 15.4370 07/20/99
(500) 15.1250 07/21/99
(3,000) 16.0000 07/21/99
(2,000) 15.6250 07/21/99
(1,000) 16.0000 07/21/99
(1,000) 16.2500 07/21/99
(500) 15.5000 07/21/99
(500) 15.5000 07/22/99
(500) 15.1250 07/22/99
(500) 15.2500 07/23/99
(500) 14.8750 07/23/99
(1,000) 14.9375 07/23/99
(1,000) 15.7500 07/26/99
(1,000) 15.8750 07/27/99
(1,000) 15.7500 07/29/99
(500) 15.6250 07/30/99
(500) 15.7500 07/30/99
(500) 14.8750 08/02/99
(500) 14.7500 08/03/99
(1,000) 14.7500 08/05/99
(500) 15.1250 08/09/99
(500) 14.8750 08/10/99
(500) 15.1250 08/12/99
--------------------------------------------------------------------------------------------------------------
17
<PAGE>
(5,000) 15.5000 08/13/99
(2,000) 14.8125 08/13/99
(1,000) 15.0000 08/13/99
(500) 15.3750 08/13/99
(500) 15.0000 08/13/99
(200) 14.8750 08/13/99
(200) 14.8750 08/13/99
(2,500) 15.3750 08/13/99
(1,000) 14.7500 08/13/99
(1,000) 14.7500 08/18/99
(1,000) 14.7500 08/20/99
(1,500) 14.7500 08/23/99
(1,000) 14.8750 08/25/99
(1,000) 14.8750 08/26/99
(1,000) 14.7500 08/27/99
(1,000) 14.8750 08/30/99
(1,000) 14.8750 08/31/99
(1,000) 14.8750 09/02/99
(2,500) 14.7500 09/03/99
(2,500) 14.8750 09/07/99
(1,000) 14.6250 09/09/99
(1,000) 14.5000 09/21/99
(1,000) 14.3750 09/22/99
(1,000) 13.9375 09/24/99
(1,000) 13.8750 09/24/99
(500) 14.0000 10/01/99
(1,000) 13.7500 10/13/99
(500) 13.8125 10/13/99
(500) 14.0625 10/18/99
(500) 13.5625 10/25/99
(500) 13.5625 10/25/99
(500) 13.6875 10/25/99
(500) 13.5000 10/27/99
(500) 13.4375 10/27/99
(1,000) 13.4375 10/27/99
(600) 13.1250 11/02/99
(400) 13.0625 11/02/99
(1,000) 14.8750 11/05/99
(500) 14.9375 11/12/99
(1,000) 15.0000 11/15/99
(1,000) 15.4375 11/16/99
(10,000) 15.8750 11/16/99
(1,000) 16.2500 11/18/99
--------------------------------------------------------------------------------------------------------------
18
<PAGE>
(2,000) 16.2500 11/19/99
(3,900) 16.5000 11/22/99
5,000 14.8750 11/22/99
2,000 14.2500 11/23/99
1,000 14.0000 11/24/99
4,000 14.0000 11/27/99
2,000 14.0000 12/10/99
(1,000) 14.4375 12/23/99
(1,000) 15.0000 12/23/99
(500) 15.0000 12/23/99
(1,000) 15.0000 12/27/99
(200) 14.6250 12/28/99
(3,200) 14.7500 12/28/99
(800) 14.7500 12/29/99
(500) 14.1250 12/30/99
(2,000) 15.5000 01/10/00
(500) 15.5000 01/10/00
(1,000) 15.3750 01/12/00
(2,000) 16.0000 01/13/00
(2,000) 15.5000 01/13/00
(500) 15.3750 01/13/00
(1,000) 15.9375 01/14/00
(500) 16.0625 01/14/00
(500) 16.1250 01/14/00
(3,000) 17.2500 01/18/00
(2,000) 17.0000 01/18/00
(3,800) 17.5000 01/19/00
(1,200) 17.5000 01/19/00
(1,000) 17.3125 01/19/00
(1,000) 17.2500 01/19/00
(1,000) 17.5000 01/19/00
(1,000) 17.5000 01/19/00
(1,000) 17.5000 01/19/00
(1,000) 17.3750 01/19/00
(3,000) 17.1250 01/20/00
(2,000) 17.5000 01/20/00
(3,000) 16.7500 01/21/00
(2,000) 16.6875 01/21/00
(2,000) 17.0000 01/21/00
(2,500) 17.2500 01/21/00
(3,000) 18.0000 01/21/00
(2,000) 18.5000 01/21/00
(2,000) 18.6250 01/24/00
--------------------------------------------------------------------------------------------------------------
19
<PAGE>
(300) 17.2500 01/24/00
(300) 18.0000 01/24/00
(300) 17.0000 01/25/00
(1,000) 16.7500 01/28/00
(200) 17.0000 02/02/00
(500) 17.0000 02/02/00
5,000 17.6250 02/10/00
3,500 17.6250 02/10/00
500 17.7500 02/10/00
200 17.2500 02/10/00
200 17.3750 02/10/00
200 17.3750 02/10/00
200 17.5000 02/10/00
200 17.6250 02/10/00
200 17.6250 02/10/00
1,000 17.5000 02/11/00
500 17.5000 02/11/00
2,000 17.2500 02/14/00
500 17.5000 02/14/00
2,000 18.0000 02/16/00
500 18.2500 02/16/00
500 18.1250 02/16/00
500 18.0000 02/16/00
4,500 18.0000 02/16/00
4,500 18.0000 02/16/00
1,800 17.9375 02/16/00
200 17.9375 02/16/00
500 17.9375 02/16/00
100 17.7500 02/16/00
500 17.9375 02/16/00
500 17.9375 02/16/00
200 17.6875 02/16/00
200 17.5625 02/16/00
200 17.4375 02/16/00
200 17.3125 02/16/00
1,700 18.0000 02/16/00
1,400 18.1250 02/17/00
500 18.3750 02/17/00
(1,000) 18.3125 02/18/00
(1,000) 18.0000 02/18/00
1,000 18.6875 02/18/00
500 18.6875 02/18/00
200 18.6250 02/18/00
--------------------------------------------------------------------------------------------------------------
20
<PAGE>
(1,000) 18.0000 02/28/00
(2,000) 19.0000 03/01/00
(1,000) 19.0000 03/01/00
(1,000) 18.8750 03/01/00
(1,500) 19.3750 03/02/00
(500) 19.0000 03/02/00
(1,000) 19.0000 03/03/00
(900) 18.8750 03/06/00
(500) 18.3125 03/07/00
(500) 18.1875 03/07/00
(500) 18.1250 03/15/00
1,000 17.4375 03/20/00
1,000 17.4370 03/20/00
500 17.5000 03/21/00
500 17.6250 03/21/00
(1,500) 17.6875 03/28/00
(500) 17.8125 03/28/00
(2,000) 17.7500 04/04/00
2,500 17.0000 04/07/00
5,000 17.0000 04/07/00
(2,000) 16.7500 04/12/00
(200) 16.5620 04/12/00
5,000 16.3750 04/13/00
1,500 16.2500 04/13/00
500 16.2500 04/13/00
5,000 17.0620 05/03/00
5,000 16.9350 05/03/00
5,000 16.9360 05/03/00
2,000 17.1850 05/03/00
1,100 17.4050 05/03/00
1,000 17.0600 05/03/00
1,000 16.9400 05/03/00
1,000 17.3150 05/03/00
1,500 17.0630 05/03/00
2,000 17.1850 05/03/00
500 17.2470 05/03/00
4,000 17.3100 05/12/00
500 17.3800 05/17/00
500 17.4400 05/17/00
1,500 17.2500 05/17/00
2,000 17.6300 05/18/00
1,500 17.3800 05/26/00
4,300 17.5000 05/31/00
--------------------------------------------------------------------------------------------------------------
21
<PAGE>
600 17.2500 05/31/00
500 17.4400 05/31/00
1,000 17.3100 05/31/00
500 17.1300 05/31/00
5,000 18.0000 06/05/00
3,600 19.2500 06/09/00
5,000 18.7500 06/12/00
2,000 18.0000 06/13/00
1,800 17.9375 06/13/00
200 17.6250 06/13/00
2,000 17.7500 06/16/00
3,500 18.0000 06/20/00
5,000 17.7500 09/14/00
5,000 18.0000 09/14/00
2,200 17.9375 10/02/00
500 17.8750 10/03/00
4,500 17.8750 10/03/00
2,000 17.7500 10/06/00
2,500 17.7500 10/09/00
200 17.2500 10/10/00
1,800 19.4750 10/10/00
9,500 17.2375 10/11/00
9,000 16.5000 10/12/00
3,000 16.0417 10/13/00
5,000 15.4500 10/17/00
6,200 15.5000 11/03/00
800 16.1250 11/09/00
5,000 15.8750 11/10/00
2,000 16.0000 11/10/00
1,000 16.0000 11/11/00
1,400 15.7500 11/11/00
1,800 15.7500 11/13/00
1,800 15.7500 11/13/00
1,000 15.7500 11/13/00
2,000 15.7500 11/13/00
6,000 17.0000 11/15/00
</TABLE>
The following table sets forth all of the transactions in Shares by
Barry W. Florescue (unless otherwise indicated, all such transactions were
open-market purchases and sales (in parentheses)):
<TABLE>
<CAPTION>
Shares of Common Stock Purchase Price Per Share ($) Date of Purchase
---------------------- ---------------------------- ---------------------
<S> <C> <C>
1,000 12.7500 07/29/98
(500) 12.8750 07/01/99
22
<PAGE>
(500) 15.0000 07/14/99
1,000 17.0000 02/10/00
1,000 17.1250 02/10/00
(500) 18.0000 02/16/00
(500) 18.2500 02/17/00
(1,000) 18.6860 02/18/00
</TABLE>
23
<PAGE>
IMPORTANT!
Tell Guest Supply what you think! Your vote is important. No matter how
many Shares you own, please give BFMA your proxy FOR the election of BFMA
Nominees by taking three steps:
1. SIGNING the enclosed BLUE proxy card,
2. DATING the enclosed BLUE proxy card, and
3. MAILING the enclosed BLUE proxy card TODAY in the envelope
provided (no postage is required if mailed in the United
States).
If any of your Shares are held in the name of a brokerage firm, bank
nominee or other institution, only it can vote such Shares and only upon receipt
of your specific instructions. Accordingly, please contact the person
responsible for your account and instruct that person to execute the BLUE proxy
card representing your Shares. BFMA urges you to confirm in writing your
instructions to BFMA in care of at the address provided below so that BFMA will
be aware of all instructions given and can attempt to ensure that such
instructions are followed.
PLEASE DO NOT RETURN ANY PROXY CARD SUPPLIED TO YOU BY GUEST SUPPLY,
EVEN TO VOTE AGAINST THEIR NOMINEES, AS IT MAY REVOKE YOUR PREVIOUS PROXY.
REMEMBER, ONLY YOUR LATEST-DATED PROXY COUNTS.
If you have any questions or require any additional information
concerning this Proxy Statement, please contact our proxy solicitor Innisfree
M&A Incorporated at the address set forth below.
INNISFREE M&A INCORPORATED
501 MADISON AVENUE, 20TH FLOOR
NEW YORK, NEW YORK 10022
CALL TOLL FREE (888) 750-5834
OR
BANKS AND BROKERS CALL (212) 750-5833 (COLLECT)
24
<PAGE>
GUEST SUPPLY, INC.
2001 ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF BFMA CORPORATION
AND NOT ON BEHALF OF THE BOARD OF DIRECTORS
OR MANAGEMENT OF GUEST SUPPLY, INC.
The undersigned appoints Charles W. Miersch and Logan D. Delany, Jr.
and each of them, attorneys and agents with full power of substitution to vote
all shares of common stock of Guest Supply, Inc. (the "Company") which the
undersigned would be entitled to vote if personally present at the 2001 Annual
Meeting of Stockholders of Guest Supply, and including at any adjournments or
postponements thereof and at any special meeting called in lieu thereof, as
follows:
BFMA HOLDING CORPORATION RECOMMENDS A VOTE FOR THE ELECTION OF THE
NOMINEES NAMED BELOW
1. ELECTION OF DIRECTORS: To elect the BFMA Nominees to the
Board of Directors of Guest Supply (the "Board");
FOR [ ] WITHHOLD AUTHORITY [ ]
INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominees name in the space provided below.
I withhold authority to vote for the following
nominee(s): _______________________
NOTE: In the event that Guest Supply purports to increase the number of
directorships pursuant to the Amended and Restated Certificate of
Incorporation and the By Laws, as amended November 5, 1997 of Guest
Supply to seven or more, a vote FOR the BFMA Nominees shall serve as a
vote FOR both the BFMA Nominees and the BFMA Conditional Nominees. In
such event, a vote to WITHHOLD AUTHORITY for the BFMA Nominees shall
serve as a vote to WITHHOLD AUTHORITY for both the BFMA Nominees and
the BFMA Conditional Nominees.
The undersigned hereby revokes any other proxy or proxies heretofore
given to vote or act with respect to the shares of common stock of Guest Supply
held by the undersigned, and hereby ratifies and confirms all action the herein
named attorneys and proxies, their substitutes, or any of them may lawfully take
by virtue hereof. If properly executed, this proxy will be voted as directed
above. If no direction is indicated with respect to the above proposals, this
proxy will be voted FOR the election of the BFMA Nominees.
25
<PAGE>
DATED: .
------------------------
PLEASE SIGN EXACTLY AS NAME APPEARS ON THIS PROXY.
---------------------------------------------------------
(Signature)
---------------------------------------------------------
(Signature, if held jointly)
---------------------------------------------------------
(Title)
WHEN SHARES ARE HELD JOINTLY, JOINT OWNERS SHOULD EACH SIGN.
EXECUTORS, ADMINISTRATORS, TRUSTEES, ETC., SHOULD INDICATE THE
CAPACITY IN WHICH SIGNING.
IMPORTANT: PLEASE SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN
THE ENCLOSED ENVELOPE!
IF YOU NEED ASSISTANCE WITH THIS PROXY CARD, PLEASE CALL
INNISFREE M&A INCORPORATED
CALL TOLL FREE (888) 750-5834
