REGISTRATION NO. 33-____
Form S-8
REGISTRATION STATEMENT UNDER THE SECURITIES URITIES ACT OF 1933
SYSCO CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 71-1648137
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1390 Enclave Parkway, Houston, Texas 77077-2099
(Address of Principal Executive Offices) (Zip Code)
Sysco Corporation
1991 Stock Option Plan
(Full title of the plan)
Thomas P. Kurz, General Counsel
Sysco Corporation
1390 Enclave Parkway
Houston, Texas 77077-2027
(Name and address of agent for service)
(713) 584-1390
(Telephone number, including area code, of agent for service)
Copies to:
Jonathan Golden, Esq.
Arnall Golden & Gregory
1201 West Peachtree Street
2800 One Atlantic Center
Atlanta, Georgia 30309-3400
(404) 873-8500
Calculation of Registration Fee*
_________________________________________________________________
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share price fee
_________________________________________________________________
Common
Stock,
$1.00 par 8,000,000 $33.1875 $265,500,000 $91,551.73
value shares
* Calculated pursuant to Rule 457(h), based upon the average of
the high and low prices reported for the Common Stock on the
New York Stock Exchange on February 23, 1996.
<PAGE>
This Registration Statement hereby incorporates by reference
the contents of the Registrant's Registration Statement on Form
S-8, File Number 33-45820.
The following Exhibits are furnished as part of this Registration
Statement:
EXHIBITS
EXHIBIT NO. DESCRIPTION
5 Opinion of Arnall Golden & Gregory regarding legality
24(a) Consent of Arnall Golden & Gregory
(included as part of Exhibit 5 hereto)
24(b) Consent of Arthur Andersen LLP
25 Power of Attorney (contained on signature page)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas on
February 23, 1996.
SYSCO CORPORATION
By: Bill M. Lindig
Bill M. Lindig
-----------------------------
Bill M. Lindig
President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose
signature appears below constitutes and appoints Bill M. Lindig
and John K. Stubblefield, Jr., and each of them individually,
his true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for such individual and in such
person's name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same with all
exhibits thereto, and all documents in connection therewith, with
the Securities and Exchange Commission, granting each and every
act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or the substitutes of said
attorney-in-fact and agent, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities set forth below and on the date
indicated above.
PRINCIPAL EXECUTIVE, FINANCIAL & ACCOUNTING OFFICERS AND
DIRECTORS:
Bill M. Lindig President, Chief Executive Officer
- ------------------------- and Director (principal executive
Bill M. Lindig officer)
John K. Stubblefield, Jr. Senior Vice President and Chief
- ------------------------- Financial Officer (principal
John K. Stubblefield, Jr. financial and accounting officer)
John F. Woodhouse Chairman of the Board of Directors
- -------------------------
John F. Woodhouse
John W. Anderson Director
- -------------------------
John W. Anderson
John F. Baugh Director
- -------------------------
John F. Baugh
Colin G. Campbell Director
- -------------------------
Colin G. Campbell
Charles H. Cotros Director
- -------------------------
Charles H. Cotros
Frank A. Godchaux III Director
- -------------------------
Frank A. Godchaux III
Jonathan Golden Director
- -------------------------
Jonathan Golden
Donald J. Keller Director
- -------------------------
Donald J. Keller
Richard G. Merrill Director
- -------------------------
Richard G. Merrill
Donald H. Pegler, Jr. Director
- -------------------------
Donald H. Pegler, Jr.
Frank H. Richardson Director
- -------------------------
Frank H. Richardson
Phyllis S. Sewell Director
- -------------------------
Phyllis S. Sewell
Arthur J. Swenka Director
- -------------------------
Arthur J. Swenka
Thomas B. Walker, Jr. Director
- -------------------------
Thomas B. Walker, Jr.
ARNALL GOLDEN & GREGORY
1201 West Peachtree Street
2800 One Atlantic Center
Atlanta, Georgia 30309-3400
February 28, 1996
SYSCO CORPORATION
1390 Enclave Parkway
Houston, Texas 77077-2027
Re: Form S-8 Registration Statement
Gentlemen:
We have acted as counsel to Sysco Corporation, a Delaware
corporation (the "Company"), in connection with the preparation
of a Registration Statement on Form S-8 (the "Registration
Statement") filed by the Company with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the
"Act"), relating to an offer by the Company of up to 8,000,000
shares of the Company's Common Stock, $1.00 par value (the
"Shares"), pursuant to the Company's 1991 Stock Option Plan ("Plan").
In acting as counsel to the Company, we have examined and
relied upon such corporate records, documents, certificates and
other instruments and examined such questions of law as we have
considered necessary or appropriate for the purposes of this
opinion. In addition, we assume that the purchase price per
Share will, in all cases, equal or exceed the par value of a
Share. Based upon and subject to the foregoing, we advise you
that in our opinion the Shares to be sold pursuant to and in
accordance with the Plan have been duly and validly authorized
and will, upon receipt in full of the purchase price provided in
the Plan and upon issuance pursuant to a current prospectus in
conformity with the Act, be legally issued, fully paid and non-
assessable.
We consent to the filing of this opinion as an exhibit to
the Registration Statement and the reference to this firm under
the caption "Interests of Named Experts and Counsel" contained
therein and elsewhere in the Registration Statement. This
consent is not to be construed as an admission that we are a
party whose consent is required to be filed with the Registration
Statement under the provisions of the Act.
Very truly yours,
ARNALL GOLDEN & GREGORY
ARNALL GOLDEN & GREGORY
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
report dated August 2, 1995, included in Sysco Corporation's Form 10-K
for the year ended July 1, 1995 and to all references to our Firm
included in this registration statement.
ARTHUR ANDERSEN LLP
Houston, Texas
February 28, 1996
