<PAGE> 1
Filed Pursuant to Rule 424(b)(3)
File No. 33-60023
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED JUNE 15, 1995)
$50,000,000
[SYSCO CORPORATION LOGO] SYSCO CORPORATION
7.16% DEBENTURES DUE APRIL 15, 2027
------------------------
Interest on the 7.16% Debentures due April 15, 2027 (the "Debentures") is
payable semi-annually on October 15 and April 15 of each year, beginning October
15, 1997. The Debentures are unsecured and not entitled to any sinking fund. The
Debentures will be redeemable at the option of the registered holders thereof in
integral multiples of $1,000 on April 15, 2007, at a redemption price of 100% of
their principal amount plus accrued interest thereon to the redemption date.
Notice of such election must be made no earlier than March 1, 2007 and no later
than March 15, 2007, and, once given, such notice will be irrevocable.
Settlement for the Debentures will be made in immediately available funds. The
Debentures will trade in the DTC's Same-Day Funds Settlement System until
maturity, and secondary market trading activity for the Debentures will
therefore settle in immediately available funds. See "Description of
Debentures -- Redemption by the Holders."
The Debentures will be represented by a Global Note registered in the name
of the nominee of The Depository Trust Company ("DTC"), which will act as the
Depositary (the "Depositary"). Interests in the Global Note will be shown on,
and transfers thereof will be effected only through, records maintained by the
Depositary and its participants. Except as described herein, Debentures in
definitive form will not be issued. See "Description of Debentures -- Same-Day
Settlement and Payment."
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS TO WHICH IT
RELATES. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
==============================================================================================================
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC(1) DISCOUNT(2) COMPANY(1)(3)
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Note................................. 100% .65% 99.35%
- --------------------------------------------------------------------------------------------------------------
Total.................................... $50,000,000 $325,000 $49,675,000
==============================================================================================================
</TABLE>
(1) Plus accrued interest, if any, from April 25, 1997.
(2) The Company has agreed to indemnify the Underwriter against certain
liabilities, including liabilities under the Securities Act of 1933. See
"Underwriting."
(3) Before deducting expenses payable by the Company estimated to be $125,000.
------------------------
The Debentures offered hereby are offered by the Underwriter, as specified
herein, subject to receipt and acceptance by it and subject to its right to
reject any order in whole or in part. It is expected that the Debentures will be
ready for delivery in book-entry form only through the facilities of DTC in New
York, New York, on or about April 25, 1997, against payment therefor in
immediately available funds.
------------------------
MERRILL LYNCH & CO.
------------------------
The date of this Prospectus Supplement is April 22, 1997.
<PAGE> 2
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS THAT
STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE NOTES, INCLUDING
PURCHASES OF THE NOTES TO STABILIZE THEIR MARKET PRICE AND PURCHASES OF THE
NOTES TO COVER ALL OR SOME OF A SHORT POSITION IN THE NOTES. FOR A DESCRIPTION
OF THESE ACTIVITIES, SEE "UNDERWRITING."
THE COMPANY
Sysco Corporation (together with its subsidiaries and divisions hereinafter
referred to as "SYSCO" or the "Company") is the largest U.S. distributor of food
and related products to the foodservice or "away-from-home-eating" industry. The
Company provides its products and services to approximately 260,000 restaurants,
hotels, schools, hospitals, retirement homes and other institutions throughout
the continental United States, including the 150 largest metropolitan areas, as
well as the Pacific coast and central and eastern Ontario regions of Canada.
Since the Company's formation in 1969, annual sales have grown from
approximately $115 million to $13 billion in fiscal 1996. Taking advantage of
innovations in food technology, improved packaging and advanced distribution
techniques, SYSCO is committed to providing its customers with timely delivery
of quality products at reasonable prices.
The foodservice industry consists of two major customer
segments--"traditional" and "chain restaurants." The traditional foodservice
segment includes customers such as restaurants, hospitals, schools, hotels and
industrial caterers. SYSCO's chain restaurant customers include regional pizza
and national hamburger, chicken and steak chain operations. The chain restaurant
customers are served by the Company's SYGMA Network subsidiary and to a lesser
extent by many of the Company's traditional foodservice operations.
Products distributed by the Company include a full line of frozen foods,
such as meats, fully prepared entrees, fruits, vegetables and desserts, and a
full line of canned and dry goods, as well as fresh meats, imported specialties
and fresh produce. The Company also supplies a wide variety of nonfood items,
including paper products such as disposable napkins, plates and cups; tableware
such as china and silverware; restaurant and kitchen equipment and supplies;
medical and surgical supplies; and cleaning supplies. SYSCO distributes both
nationally-branded merchandise and products packaged under its own private
brands.
The Company estimates that sales by type of customer during each of the
past three fiscal years were approximately 60% to restaurants (61% in fiscal
1996), 12% to hospitals and nursing homes (11% in fiscal 1996), 7% to schools
and colleges, 6% to hotels and motels and 15% to other businesses. No single
customer accounts for as much as 5% of SYSCO's sales.
SYSCO purchases from thousands of independent sources, none of which
represents the source of more than 5% of the Company's purchases. These sources
of supply consist generally of large corporations selling brand name and private
label merchandise and independent private label processors and packers.
Generally, purchasing is carried out on a decentralized basis through centrally
developed purchasing programs and direct purchasing programs established by the
Company's various operating subsidiaries and divisions. The Company continually
develops relations with suppliers but has no material long-term purchase
commitments with any supplier.
To maximize productivity and customer service, the Company continues to
construct and modernize its distribution facilities where the appropriate return
on investment is projected. During fiscal 1996, 1995, and 1994, approximately
$236 million, $202 million, and $161 million, respectively, were invested in
facility expansions, fleet additions and other capital asset enhancements. The
Company estimates its capital expenditures in fiscal 1997 should be
approximately $215 million. Capital expenditures have been financed primarily by
internally generated funds, commercial paper and bank borrowings.
S-2
<PAGE> 3
SELECTED CONSOLIDATED FINANCIAL DATA
The following table sets forth selected consolidated financial data of the
Company. The selected consolidated financial data for the five fiscal years in
the period ended June 29, 1996 has been derived from audited consolidated
financial statements of the Company. The selected consolidated financial data
for the 39 weeks ended March 29, 1997 and March 30, 1996 has been derived from
the Company's unaudited consolidated financial statements and includes, in the
opinion of management, all adjustments, consisting only of normal recurring
adjustments, necessary to present fairly the data for such periods. The
financial data included herein may not necessarily be indicative of the
financial position or results of operations of the Company in the future. This
data should be read in conjunction with the consolidated financial statements
and notes thereto incorporated by reference in the attached Prospectus.
<TABLE>
<CAPTION>
39-WEEK PERIOD ENDED FISCAL YEAR ENDED
------------------------ (SATURDAY CLOSEST TO JUNE 30)
MARCH 29, MARCH 30, ------------------------------------------------------------------
1997 1996 1996 1995 1994 1993(1) 1992
--------- --------- ---- ----------- ----------- ----------- ----------
(UNAUDITED)
(IN THOUSANDS EXCEPT FOR SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Sales........................... $10,759,905 $9,850,605 $13,395,130 $12,118,047 $10,942,499 $10,021,513 $8,892,785
Costs and Expenses
Cost of sales................. 8,827,840 8,086,303 10,983,796 9,927,448 8,971,628 8,225,275 7,303,886
Operating expenses............ 1,550,986 1,418,850 1,917,376 1,736,625 1,568,773 1,427,394 1,270,397
Interest expense.............. 34,385 29,975 41,019 38,579 36,272 39,004 43,275
Other income, net............. 48 (1,205) (1,004) (2,223) (1,756) (2,137) (6,429)
----------- ---------- ----------- ----------- ----------- ----------- ----------
Total costs and
expenses............... 10,413,259 9,533,923 12,941,187 11,700,429 10,574,917 9,689,536 8,611,129
Earnings before income taxes.... 346,646 316,682 453,943 417,618 367,582 331,977 281,656
Income taxes.................... 135,192 123,506 177,038 165,794 150,830 130,170 109,427
----------- ---------- ----------- ----------- ----------- ----------- ----------
Net earnings.................... $ 211,454 $ 193,176 $ 276,905 $ 251,824 $ 216,752 $ 201,807 $ 172,229
=========== ========== =========== =========== =========== =========== ==========
Earnings per share.............. $1.19 $1.06 $1.52 $1.38 $1.18 $1.08 $0.93
Ratio of earnings to fixed
charges(2).................... 10.7x 10.6x 11.3x 11.0x 10.7x 9.2x 7.1x
OTHER FINANCIAL DATA:
Cash dividends per share........ $0.41 $0.35 $0.48 $0.40 $0.32 $0.26 $0.17
Capital expenditures............ $ 149,072 $ 196,302 $ 235,891 $ 201,577 $ 161,485 $ 127,879 $ 134,290
BALANCE SHEET DATA
(AT END OF PERIOD):
Total assets.................... $ 3,422,713 $3,316,969 $ 3,325,405 $ 3,097,161 $ 2,811,729 $ 2,530,043 $2,325,206
Long-term debt.................. $ 623,158 $ 559,079 $ 581,734 $ 541,556 $ 538,711 $ 494,062 $ 488,828
Shareholders' equity............ 1,437,879 1,466,792 1,474,678 1,403,603 1,240,909 1,137,216 1,056,846
----------- ---------- ----------- ----------- ----------- ----------- ----------
Total capitalization............ $ 2,061,037 $2,025,871 $ 2,056,412 $ 1,945,159 $ 1,779,620 $ 1,631,278 $1,545,674
=========== ========== =========== =========== =========== =========== ==========
Ratio of long-term debt to
capitalization................ 30.2% 27.6% 28.3% 27.8% 30.3% 30.3% 31.6%
</TABLE>
- ---------------
(1) The fiscal year ended in 1993 was a 53-week year.
(2) For purposes of computing the ratio of earnings to fixed charges, "earnings"
consist of earnings before income taxes and fixed charges. "Fixed charges"
consist of interest expense and capitalized interest.
S-3
<PAGE> 4
CAPITALIZATION
The following table sets forth the capitalization of the Company at March
29, 1997 and as adjusted to reflect the issuance of the Debentures offered
hereby and the use of proceeds therefrom.
<TABLE>
<CAPTION>
AS OF MARCH 29, 1997
----------------------------
ACTUAL AS ADJUSTED(1)
---------- --------------
(UNAUDITED)
(IN THOUSANDS)
<S> <C> <C>
LONG-TERM DEBT:
7.16% Debentures offered hereby........................... $ -- $ 50,000
Revolving Loan Agreement and commercial paper, interest
averaging 5.56%, maturing July 7, 2001................. 110,835 61,285
9.95% Senior Notes due December 15, 1999.................. 91,500 91,500
6.50% Senior Notes due June 15, 2005...................... 149,260 149,260
7% Senior Notes due May 1, 2006........................... 200,000 200,000
Industrial Revenue Bonds, mortgages and other, interest
averaging approximately 6%, maturing through 2026...... 71,563 71,563
---------- ----------
Total long-term debt.............................. 623,158 623,608
SHAREHOLDERS' EQUITY:
Preferred Stock, $1 par value; 1,500,000 shares
authorized; none issued................................ -- --
Common Stock, $1 par value; 500,000,000 shares authorized;
191,293,725 shares issued.............................. 191,294 191,294
Paid-in capital........................................... 33,391 33,391
Retained earnings......................................... 1,706,749 1,706,749
Less cost of treasury stock (15,994,038 shares)........... 493,555 493,555
---------- ----------
Total shareholders' equity........................ 1,437,879 1,437,879
---------- ----------
TOTAL LONG-TERM DEBT AND SHAREHOLDERS' EQUITY............... $2,061,037 $2,061,487
========== ==========
</TABLE>
- ---------------
(1) As of the date of this Prospectus Supplement, the Company still has
remaining $100,000,000 of Debt Securities which may be issued from time to
time pursuant to the shelf registration statement of which this Prospectus
Supplement is a part. The Company is currently marketing an issue of up to
$100,000,000 of 10-year senior notes due 2007 ranking pari passu with the
Debentures, which is expected to close on April 25, 1997. The proceeds of
such offering, which are not reflected herein, are expected to be used
entirely to pay down outstanding floating-rate commercial paper and
overnight borrowings.
USE OF PROCEEDS
The net proceeds from the sale of the Debentures will be used to retire
debt currently being financed through SYSCO's commercial paper program.
S-4
<PAGE> 5
DESCRIPTION OF DEBENTURES
The following description of the particular terms of the Debentures offered
hereby supplements, and to the extent inconsistent therewith replaces, the
description of the general terms and provisions of the Debt Securities set forth
in the Prospectus, to which reference is hereby made. The following summary of
the Debentures is qualified in its entirety by reference to the Senior Debt
Indenture referred to in the Prospectus. Capitalized terms not defined herein
have the meanings assigned to such terms in the Prospectus.
The Debentures constitute Senior Debt Securities described in the
Prospectus and will be issued under the Senior Debt Indenture with First Union
National Bank of North Carolina, as Trustee.
The Debentures constitute a single series for purposes of the Senior Debt
Indenture and are limited to $50,000,000 aggregate principal amount. The
Debentures will bear interest from April 25, 1997 at the rate of 7.16% per annum
and will mature on April 15, 2027. The Debentures will be unsecured obligations
of the Company and will rank equally with all other unsecured indebtedness of
the Company and prior to any of its subordinated indebtedness. The Debentures
will not be redeemable at the option of the Company prior to maturity and will
not be entitled to the benefit of any mandatory redemption or sinking fund. The
Senior Debt Indenture does not limit the aggregate principal amount of Debt
Securities that may be issued and provides that Debt Securities may be issued
from time to time in one or more series. As of the date of this Prospectus
Supplement, $150,000,000 of 6.50% Senior Notes due June 15, 2005 and
$200,000,000 of 7% Senior Notes due May 1, 2006 were outstanding under the
Senior Debt Indenture.
Interest will be payable semi-annually on April 15 and October 15 of each
year, beginning October 15, 1997, to the persons in whose names the Debentures
are registered at the close of business on the preceding March 31 and September
30, respectively. Principal of and interest on the Debentures will be payable,
and the transfer or exchange of the Debentures will be registrable, at the
office or agency of the Trustee, First Union National Bank of North Carolina,
230 South Tryon Street, Eighth Floor, Charlotte, North Carolina 28288 and c/o
IBJ Shroeder Bank & Trust, Stock Transfer Department, SC 1, One State Street,
New York, New York 10004, respectively, provided that, at the option of the
Company, interest may be paid by check mailed to the address of the person
entitled thereto as it appears on the registry books.
REDEMPTION BY THE HOLDERS
The Debentures may be redeemed in whole or in part on April 15, 2007, at
the option of the registered holders of the Debentures, at 100% of their
principal amount together with accrued interest to April 15, 2007. In order for
a holder to exercise this option, the Trustee must receive at its office or
agency at the addresses set forth above, during the period beginning on March 1,
2007 and ending at 5:00 pm (New York City time) on March 15, 2007 (or if March
15, 2007 is not a business day, the next succeeding business day) the Debenture
with the form entitled "Option to Elect Redemption on April 15, 2007" on the
reverse of the Debenture duly completed. Any such notice received by the Trustee
during such period shall be irrevocable. The redemption option may be exercised
by a holder of a Debenture for less than the entire principal amount of the
Debentures held by such holder, so long as the principal amount that is to be
redeemed is equal to $1,000 or an integral multiple of $1,000. All questions as
to the validity, form, eligibility (including time of receipt) and acceptance of
any Debenture for redemption will be determined by the Trustee, whose
determination will be final and binding.
Failure by the Company to redeem the Debentures when required as described
in the preceding paragraph will result in an Event of Default under the Senior
Debt Indenture.
As long as the Debentures are represented by a Global Note, DTC or its
nominee will be the registered holder of the Debentures and will therefore be
the only entity entitled to exercise the redemption right. In order to ensure
that DTC or its nominee, as applicable, will exercise the redemption right on
behalf of a beneficial owner of an interest in the Debentures in a timely
manner, such beneficial owner must instruct the broker or other participant in
DTC through which it holds its interest in the Debentures to notify DTC or its
nominee, as applicable, of that beneficial owner's desire to exercise the
redemption right. Different participants have different cut-off times for
accepting instructions from their customers and, accordingly, each
S-5
<PAGE> 6
such beneficial owner should consult the participant through which it holds an
interest in the Debentures in order to ascertain the cut-off time by which such
an instruction must be given in order for timely notice to be delivered to DTC
or its nominee, as applicable.
SAME-DAY SETTLEMENT AND PAYMENT
Settlement for the Debentures will be made by the Underwriter in
immediately available funds. All payments of principal and interest will be made
by the Company in immediately available funds.
Secondary trading in long-term notes and debentures of corporate issuers is
generally settled in clearinghouse or next-day funds. In contrast, the
Debentures will trade in the Depositary's Same-Day Funds Settlement System until
maturity, and secondary market trading activity in the Debentures will therefore
be required by the Depositary to settle in immediately available funds. No
assurance can be given as to the effect, if any, of settlement in immediately
available funds on trading activity in the Debentures.
UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting
Agreement, the Company has agreed to sell to Merrill Lynch, Pierce, Fenner &
Smith Incorporated (the "Underwriter"), and the Underwriter has agreed to
purchase the entire $50,000,000 of Debentures offered hereby.
Under the terms and conditions of the Underwriting Agreement, the
Underwriter is committed to take and pay for all the Debentures, if any are
taken.
The Underwriter proposes to offer the Debentures in part directly to the
public at the initial public offering price set forth on the cover page of this
Prospectus Supplement, and in part to certain securities dealers at such price
less a concession of .4% of the principal amount. The Underwriter may allow, and
such dealers may reallow, a concession of .25% of the principal amount of the
Debentures to certain brokers and dealers. After the Debentures are released for
sale to the public, the offering price and other selling terms may from time to
time be varied by the Underwriter.
The Company has agreed to indemnify the Underwriter against certain
liabilities, including liabilities under the Securities Act of 1933.
The Debentures are a new issue of securities with no established trading
market. The Company has been advised by the Underwriter that it intends to make
a market in the Debentures, but that it is not obligated to do so and may
discontinue market making at any time without notice. No assurance can be given
as to the liquidity of the trading markets for the Debentures.
In connection with this offering, the Underwriter and its affiliates may
engage in transactions that stabilize, maintain or otherwise affect the market
price of the Debentures. The Underwriter may also create a short position for
its account by selling more Debentures in connection with this offering than it
is committed to purchase from the Company, and in that case may purchase
Debentures in the open market following completion of this offering to cover all
or a portion of that short position. Any of the transactions described in this
paragraph may result in the maintenance of the price of the Debentures at a
level above that which might otherwise prevail in the open market. None of the
transactions described in this paragraph are required, and, if undertaken, may
be discontinued at any time.
LEGAL MATTERS
The validity of the Debentures offered hereby will be passed upon for the
Company by Arnall Golden & Gregory, Atlanta, Georgia. Certain legal matters in
connection with the Debentures will be passed upon for the Underwriter by Baker
& Botts, L.L.P., Dallas, Texas. Jonathan Golden, a partner of Arnall Golden &
Gregory, is a director of the Company.
S-6
<PAGE> 7
EXPERTS
The consolidated balance sheets as of June 29, 1996 and July 1, 1995, and
the consolidated results of operations, shareholders' equity, cash flows and the
related consolidated financial statement schedule for each of the three years in
the period ended June 29, 1996, have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their reports with respect
thereto, and are incorporated herein by reference in reliance upon the authority
of said firm as experts in accounting and auditing in giving said reports.
With respect to the unaudited interim financial information for the
quarters ended September 28, 1996, December 28, 1996 and March 29, 1997, Arthur
Andersen LLP has applied limited procedures in accordance with professional
standards for a review of that information. However, their separate reports
thereon state that they did not audit and they do not express an opinion on that
interim financial information. Accordingly, the degree of reliance on their
reports on that information should be restricted in light of the limited nature
of the review procedures applied. In addition, the accountants are not subject
to the liability provisions of Section 11 of the Securities Act of 1933 for
their reports on the unaudited interim financial information because those
reports are not a "report" or a "part" of the registration statement prepared or
certified by the accountants within the meaning of Sections 7 and 11 of the
Securities Act of 1933.
S-7
<PAGE> 8
PROSPECTUS
$500,000,000
SYSCO CORPORATION
DEBT SECURITIES
---------------------
Sysco Corporation ("SYSCO" or the "Company") may offer and issue from time
to time in one or more series debt securities (the "Debt Securities") with an
aggregate initial offering price not to exceed $500,000,000 (or the equivalent
in foreign currency or units based on or relating to currencies, including
European Currency Units). The Company will offer Debt Securities to the public
on terms determined by market conditions. Debt Securities may be issuable in
registered form without coupons or in bearer form with or without coupons
attached. Debt Securities may be sold for, and principal of and any premium or
interest on Debt Securities may be payable in, U.S. dollars, foreign currency or
currency units -- in each case, as the Company specifically designates.
The applicable Prospectus Supplement will set forth with respect to the
Debt Securities being offered thereby the ranking as senior or subordinated Debt
Securities, the specific designation, aggregate principal amount, purchase
price, maturity, interest rate (or manner of calculation thereof) and time of
payment of interest (if any), redemption provisions (if any), listing (if any)
on a securities exchange and any other specific terms of such Debt Securities
and the name of and compensation to each dealer, underwriter or agent (if any)
involved in the sale of such Debt Securities. The managing underwriters with
respect to each series sold to or through underwriters will be named in the
applicable Prospectus Supplement.
---------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
---------------------
Debt Securities may be offered through dealers, underwriters or agents
designated from time to time, as set forth in the applicable Prospectus
Supplement. Net proceeds to the Company will be the purchase price in the case
of a dealer, the public offering price less discount in the case of an
underwriter or the purchase price less commission in the case of an agent -- in
each case, less other expenses attributable to issuance and distribution. The
Company may also sell Debt Securities directly to investors on its own behalf.
In the case of sales made directly by the Company, no commission will be
payable. See "Plan of Distribution" for possible indemnification arrangements
for dealers, underwriters and agents.
---------------------
The date of this Prospectus is June 15, 1995
<PAGE> 9
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR ANY UNDERWRITER, DEALER OR AGENT. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE
THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY DEBT SECURITIES BY ANYONE IN ANY JURISDICTION IN
WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING
SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT
IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
---------------------
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy statements and other information
filed by the Company with the Commission can be inspected and copied at the
public reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W, Washington, D.C. 20549 or at its Regional Offices located at
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661 and 13th Floor, 7 World Trade Center, New York, New York 10048,
and copies of such material can be obtained from the Public Reference Section of
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. Such material can also be inspected at the office of the New York Stock
Exchange, Inc., 20 Broad Street, New York, New York 10005, on which exchange
certain of the Company's securities are listed.
The Prospectus constitutes a part of a Registration Statement on Form S-3
(the "Registration Statement") filed by the Company with the Commission under
the Securities Act of 1933, as amended (the "Securities Act"). This Prospectus
omits certain of the information contained in the Registration Statement in
accordance with the rules and regulations of the Commission. Reference is hereby
made to the Registration Statement and related exhibits for further information
with respect to the Company and the Debt Securities. Statements contained herein
concerning the provisions of any document are not necessarily complete and, in
each instance, reference is made to the copy of such document filed as an
exhibit to the Registration Statement or otherwise filed with the Commission.
Each such statement is qualified in its entirety by such reference.
---------------------
INCORPORATION OF DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the year ended July 2, 1994
(including only those portions of the Company's proxy statement required to be
incorporated by reference therein), its Quarterly Report on Form 10-Q for the
quarter ended October 1, 1994, its Quarterly Report on Form 10-Q for the quarter
ended December 31, 1994 and its Quarterly Report on Form 10-Q for the quarter
ended April 1, 1995 have been filed by the Company with the Commission and are
incorporated herein by reference.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of any series of Debt Securities shall be deemed
to be incorporated by reference in this Prospectus and to be a part hereof from
the date of filing of such documents.
Any statement contained herein or in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
Copies of the above documents (excluding exhibits unless specifically
incorporated by reference into the documents that this Prospectus incorporates)
may be obtained by persons to whom this Prospectus is
2
<PAGE> 10
delivered without charge upon written request to La Dee G. Riker, Vice President
and Secretary, Sysco Corporation, 1390 Enclave Parkway, Houston, Texas,
77077-2099 (telephone number (713) 584-1390).
---------------------
IN CONNECTION WITH AN OFFERING OF DEBT SECURITIES, THE UNDERWRITERS MAY
OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICES
OF THE DEBT SECURITIES OFFERED HEREBY OR OTHER SECURITIES OF THE COMPANY AT
LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE OR IN THE
OVER-THE-COUNTER MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT
ANY TIME.
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SYSCO CORPORATION
GENERAL
Sysco Corporation (together with its subsidiaries and divisions hereinafter
referred to as "SYSCO" or the "Company") is the largest U.S. distributor of food
and related products to the foodservice or "away-from-home-eating" industry. The
Company provides its products and services to approximately 245,000 restaurants,
hotels, schools, hospitals, retirement homes and other institutions throughout
the continental United States, including the 150 largest metropolitan areas, as
well as the Pacific coast region of Canada. Since the Company's formation in
1969, annual sales have grown from approximately $115 million to nearly $11
billion in fiscal 1994. Taking advantage of innovations in food technology,
improved packaging and advanced distribution techniques, SYSCO is committed to
providing its customers with timely delivery of quality products at reasonable
prices.
The Company, a Delaware corporation, has its principal executive offices at
1390 Enclave Parkway, Houston, Texas 77077-2099 (telephone number (713)
584-1390).
RATIO OF EARNINGS TO FIXED CHARGES
The Company's ratio of earnings to fixed charges for the 1990, 1991, 1992,
1993 and 1994 fiscal years and for the 39-week period ended April 1, 1995 were
4.6x, 5.7x, 7.2x, 9.2x, 10.8x and 10.5x, respectively. For the purpose of
calculating this ratio, earnings consist of earnings before income taxes and
fixed charges. Fixed charges consist of interest expense and capitalized
interest.
USE OF PROCEEDS
Unless otherwise set forth in the applicable Prospectus Supplement, the net
proceeds from the sale of the Debt Securities will be used for general corporate
purposes, which may include additions to working capital, capital expenditures,
acquisitions, stock repurchases and repayment of indebtedness.
DESCRIPTION OF DEBT SECURITIES
The Debt Securities will constitute either senior or subordinated debt of
the Company and will be issued, in the case of senior debt, under a Senior Debt
Indenture (the "Senior Debt Indenture"), as it may be amended and supplemented
from time to time, between the Company and First Union National Bank of North
Carolina, as Trustee, and, in the case of subordinated debt, under a
Subordinated Debt Indenture (the "Subordinated Debt Indenture"), as it may be
amended and supplemented from time to time, between the Company and the trustee
to be named in the Prospectus Supplements relating to subordinated debt. The
Senior Debt Indenture and the Subordinated Debt Indenture are sometimes
hereinafter referred to individually as an "Indenture" and collectively as the
"Indentures." First Union National Bank of North Carolina and the trustee to be
named in the Prospectus Supplements relating to subordinated debt are
hereinafter referred to individually as a "Trustee" and collectively as the
"Trustees." The Indentures are included as exhibits to the Registration
Statement of which this Prospectus is a part. The following summaries of certain
provisions of the Indentures and the Debt Securities do not purport to be
complete and such summaries are subject to the detailed provisions of the
applicable Indenture to which reference is hereby made for a full description of
such provisions, including the definition of certain terms used herein, and for
other information regarding the Debt Securities. Numerical references in
parentheses below are to sections in the applicable Indenture. Wherever
particular sections or defined terms of the applicable Indenture are referred
to, such sections or defined terms are incorporated herein by reference as part
of the statement made, and the statement is qualified in its entirety by such
reference. The Indentures are substantially identical, except for the provisions
relating to subordination and certain covenants. See "Senior Debt" and
"Subordinated Debt."
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GENERAL
The Indentures do not limit the amount of additional indebtedness the
Company or any of its subsidiaries may incur. The Debt Securities will be
unsecured senior or subordinated obligations of the Company.
The Indentures provide that Debt Securities may be issued from time to time
in one or more series.
Reference is made to the Prospectus Supplement for the following terms of
and information relating to the Debt Securities of any series (to the extent
such terms are applicable): (i) the classification as senior or subordinated
Debt Securities, the specific designation, aggregate principal amount and
purchase price; (ii) the currency or units based on or relating to currencies in
which such Debt Securities are denominated and/or in which principal, premium,
if any, and/or interest, if any, will or may be payable; (iii) the date or dates
of maturity; (iv) any redemption, repayment or sinking fund provisions; (v) the
interest rate or rates, if any, and the dates on which any such interest will be
payable (or the method by which such rate or rates or dates will be determined);
(vi) the method by which amounts payable in respect of principal, premium, if
any, or interest, if any, on such Debt Securities may be calculated, and any
currencies, commodities or indices, or value, rate or price, relevant to such
calculation; (vii) the place or places where the principal of, premium, if any,
and interest, if any, on such Debt Securities will be payable; (viii) whether
such Debt Securities will be issuable in registered form, without coupons, or
bearer form, with or without coupons ("Bearer Securities") or both and, if
Bearer Securities are issuable, any restrictions applicable to the exchange of
one form for another and to the offer, sale and delivery of Bearer Securities;
(ix) whether such Debt Securities are to be issued in whole or in part in the
form of one or more temporary or permanent global Debt Securities and if so, the
identity of the depositary, if any, for such global Debt Securities; (x) any
applicable United States federal income tax consequences, including whether and
under what circumstances the Company will pay additional amounts on such Debt
Securities held by a person who is not a U.S. person (as defined in the
Prospectus Supplement) in respect of any tax, assessment or governmental charge
withheld or deducted and, if so, whether the Company will have the option to
redeem such Debt Securities rather than pay such additional amounts; (xi) the
terms and conditions upon which and the manner in which such Debt Securities may
be defeased or discharged if different from the defeasance provisions described
below; and (xii) any other specific terms of such Debt Securities, including any
additional or different events of default or covenants provided for with respect
to such Debt Securities, and any terms which may be required by or advisable
under applicable laws or regulations.
Debt Securities may be presented for exchange and registered Debt
Securities may be presented for transfer in the manner, at the places and
subject to the restrictions set forth in the Debt Securities and the applicable
Indenture. Such services will be provided without charge, other than any tax or
other governmental charge payable in connection therewith, but subject to the
limitations provided in the applicable Indenture. Bearer Securities and the
coupons, if any, appertaining thereto will be transferable by delivery.
Debt Securities may bear interest at a fixed rate or a floating rate. Debt
Securities bearing no interest or interest at a rate that at the time of
issuance is below the prevailing market rate will be sold at a discount below
their stated principal amount. Special United States federal income tax
considerations applicable to any such discounted Debt Securities or to certain
Debt Securities issued at par which are treated as having been issued at a
discount for United States federal income tax purposes are described in the
relevant Prospectus Supplement.
Debt Securities may be issued from time to time with payment terms which
are calculated by reference to the value, rate or price of one or more
currencies, commodities, indices or other factors. Holders of such Debt
Securities may receive a principal amount (including premium, if any) on any
principal payment date, or a payment of interest on any interest payment date,
that is greater than or less than the amount of principal (including premium, if
any) or interest otherwise payable on such dates, depending upon the value, rate
or price on such dates of the applicable currency, commodity, index or other
factor. Information as to the methods for determining the amount of principal,
premium, if any, or interest payable on any date, the currencies, commodities,
indices or other factors to which the amount payable on such date is linked and
certain additional tax considerations will be set forth in the applicable
Prospectus Supplement.
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Unless otherwise set forth in the Prospectus Supplement, the Debt
Securities will not contain any provisions which may afford holders of the Debt
Securities protection in the event of a change in control of the Company or in
the event of a highly leveraged transaction (whether or not such transaction
results in a change in control of the Company).
Under a Note Agreement, dated as of June 1, 1989 relating to $91,500,000
principal amount of the Company's 9.95% Senior Notes Due June 15, 1999 (the
"1989 Notes"), the Company has agreed to offer to repurchase the 1989 Notes from
the holders thereof upon a change in control of the Company (as defined) and the
occurrence of the condition described below. The repurchase is to occur 90 days
after the Company notifies the holders of the 1989 Notes that, at any time
within 12 months after a change in control occurs, the ratio of (x) consolidated
short term debt plus consolidated funded debt to (y) consolidated capitalization
plus short term debt exceeds 80%. The Note Agreement has been filed as an
Exhibit to the Company's Annual Report on Form 10-K for the year ended July 2,
1994.
GLOBAL SECURITIES
Registered Global Securities. The registered Debt Securities of a series
may be issued in the form of one or more fully registered global Securities (a
"Registered Global Security") that will be deposited with (and registered in the
name of) a depositary (a "Depositary") identified in the Prospectus Supplement
relating to such series or a nominee of the Depositary. Unless and until it is
exchanged in whole for Debt Securities in definitive registered form, a
Registered Global Security may not be transferred except as a whole by the
Depositary for such Registered Global Security to a nominee of such Depositary
or by a nominee of such Depositary to such Depositary or another nominee of such
Depositary or by such Depositary or any such nominee to a successor of such
Depositary or a nominee of such successor.
The specific terms of the depositary arrangement with respect to any
portion of a series of Debt Securities to be represented by a Registered Global
Security will be described in the Prospectus Supplement relating to such series.
The Company anticipates that the following provisions will apply to all
depositary arrangements.
Ownership of beneficial interests in a Registered Global Security will be
limited to persons that have accounts with the Depositary for such Registered
Global Security ("participants") or persons that may hold interests through
participants. Upon the issuance of a Registered Global Security, the Depositary
for such Registered Global Security will credit, on its book-entry registration
and transfer system, the participants' accounts with the respective principal
amounts of the Debt Securities represented by such Registered Global Security
beneficially owned by or through such participants. The accounts to be credited
initially shall be designated by any dealers, underwriters or agents
participating in the distribution of such Debt Securities or by the Company, if
such Debt Securities are offered and sold directly by the Company. Ownership of
beneficial interests in such Registered Global Security will be shown on, and
the transfer of such ownership interests will be effected only through, records
maintained by the Depositary for such Registered Global Security (with respect
to interests of participants) and on the records of participants (with respect
to interests of persons holding through participants). The laws of some states
and countries other than the United States may require that certain purchasers
of securities take physical delivery of such securities in definitive form. Such
limits and such laws may impair the ability to own, transfer or pledge
beneficial interests in Registered Global Securities.
So long as the Depositary for a Registered Global Security, or its nominee,
is the registered owner of such Registered Global Security, such Depositary or
such nominee, as the case may be, will be considered the sole owner or holder of
the Debt Securities represented by such Registered Global Security for all
purposes under the applicable Indenture. Except as set forth below, owners of
beneficial interests in a Registered Global Security will not be entitled to
have the Debt Securities represented by such Registered Global Security
registered in their names, will not receive or be entitled to receive physical
delivery of such Debt Securities in definitive form and will not be considered
the owners or holders thereof under such Indenture. Accordingly, each person
owning a beneficial interest in a Registered Global Security must rely on the
procedures of the Depositary for such Registered Global Security and, if such
person is not a participant, on the procedures of the participant through which
such person owns its interest, to exercise any rights of a holder under such
Indenture. The Company understands that under existing industry practices, if
the Company requests any
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action of holders or if an owner of a beneficial interest in a Registered Global
Security desires to give or take any action which a holder is entitled to give
or take under the Indenture, the Depositary for such Registered Global Security
generally either (i) authorizes the participants holding the relevant beneficial
interests to give or take such action, and such participants would authorize
beneficial owners owning through such participants to give or take such action,
or (ii) otherwise acts upon the instructions of beneficial owners holding
through them.
Payments of principal, premium, if any, and interest, if any, on Debt
Securities represented by a Registered Global Security registered in the name of
a Depositary or its nominee will be made to such Depositary or its nominee, as
the case may be, as the registered owner of such Registered Global Security.
None of the Company, the Trustee or any other agent of the Company or of the
Trustee will have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interests in
such Registered Global Security or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.
The Company expects that the Depositary for any Debt Securities represented
by a Registered Global Security, upon receipt of any payment of principal,
premium or interest in respect of such Registered Global Security, will
immediately credit participants' accounts with payments in amounts proportionate
to their respective beneficial interests in such Registered Global Security as
shown on the records of such Depositary. The Company also expects that payments
by participants to owners of beneficial interests in such Registered Global
Security held through such participants will be the responsibility of such
participants and will be governed by standing customer instructions and
customary practices, as is now the case with securities held for the accounts of
customers or registered in "street name."
If the Depositary for any Debt Securities represented by a Registered
Global Security is at any time unwilling or unable to continue as Depositary
(because it is no longer a clearing agency registered under the Exchange Act),
and a successor Depositary registered as a clearing agency under the Exchange
Act is not appointed by the Company within 90 days, the Company will issue such
Debt Securities in definitive form in exchange for such Registered Global
Security. In addition, the Company may at any time and in its sole discretion
determine not to have any of the Debt Securities of a series represented by one
or more Registered Global Securities and, in such event, will issue Debt
Securities of such series in definitive form in exchange for all of the
Registered Global Security or Securities representing such Debt Securities. Any
Debt Securities issued in definitive form in exchange for a Registered Global
Security will be registered in such name or names as the Depositary shall
instruct the applicable Trustee. It is expected that such instructions will be
based upon directions received by the Depositary from participants with respect
to ownership of beneficial interests in such Registered Global Security.
Bearer Global Securities. The Debt Securities of a series may also be
issued in the form of one or more bearer global Debt Securities (a "Bearer
Global Security") that will be deposited with a common depositary for Morgan
Guaranty Trust Company of New York, Brussels office, as operator of the
Euro-clear System and Centrale de Livraison de Valeurs Mobilieres S.A., or with
a nominee for such depositary identified in the Prospectus Supplement relating
to such series. The specific terms and procedures, including the specific terms
of the depositary arrangement, with respect to any portion of a series of Debt
Securities to be represented by a Bearer Global Security will be described in
the Prospectus Supplement relating to such series.
SENIOR DEBT
The Debt Securities (and, in the case of Bearer Securities, any coupons
appertaining thereto) issued under the Senior Debt Indenture (the "Senior Debt
Securities") will rank PARI PASSU with all other unsecured and unsubordinated
debt of the Company and senior to the Subordinated Debt Securities (as
hereinafter defined).
Limitations on Liens. The Company covenants in the Senior Debt Indenture
that it will not, and will not permit any Subsidiary to, issue, incur, create,
assume or guarantee any debt for borrowed money (including all obligations
evidenced by bonds, debentures, notes or similar instruments) secured by a
mortgage, security interest, pledge, lien, charge or other encumbrance
("mortgage") upon any Principal Property or upon any
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shares of stock or indebtedness of any Subsidiary that owns or leases a
Principal Property (whether such Principal Property, shares or indebtedness are
now existing or owed or hereafter created or acquired) without in any such case
effectively providing concurrently with the issuance, incurrence, creation,
assumption or guaranty of any such secured debt, or the grant of such mortgage,
that the Senior Debt Securities (together with, if the Company shall so
determine, any other indebtedness of or guarantee by the Company or such
Subsidiary ranking equally with the Senior Debt Securities) shall be secured
equally and ratably with (or, at the option of the Company, prior to) such
secured debt. The foregoing restriction, however, will not apply to each of the
following: (a) mortgages on property, shares of stock or indebtedness or other
assets of any corporation existing at the time such corporation becomes a
Subsidiary, provided that such mortgages or liens are not incurred in
anticipation of such corporation's becoming a Subsidiary; (b) mortgages on
property, shares of stock or indebtedness or other assets existing at the time
of acquisition thereof by the Company or a Subsidiary or mortgages thereon to
secure the payment of all or any part of the purchase price thereof, or
mortgages on property, shares of stock or indebtedness or other assets to secure
any debt incurred prior to, at the time of, or within 180 days after, the latest
of the acquisition thereof or, in the case of property, the completion of
construction, the completion of improvements or the commencement of substantial
commercial operation of such property for the purpose of financing all or any
part of the purchase price thereof, such construction or the making of such
improvements; (c) mortgages to secure indebtedness owing to the Company or to a
Subsidiary; (d) mortgages existing at the date of the initial issuance of any
Senior Debt Securities then outstanding; (e) mortgages on property of a person
existing at the time such person is merged into or consolidated with the Company
or a Subsidiary or at the time of a sale, lease or other disposition of the
properties of a person as an entirety or substantially as an entirety to the
Company or a Subsidiary, provided that such mortgage was not incurred in
anticipation of such merger or consolidation or sale, lease or other
disposition; (f) mortgages in favor of the United States of America or any
state, territory or possession thereof (or the District of Columbia), or any
department, agency, instrumentality or political subdivision of the United
States of America or any state, territory or possession thereof (or the District
of Columbia), to secure partial, progress, advance or other payments pursuant to
any contract or statute or to secure any indebtedness incurred for the purpose
of financing all or any part of the purchase price or the cost of constructing
or improving the property subject to such mortgages; or (g) extensions, renewals
or replacements of any mortgage referred to in the foregoing clauses (a), (b),
(d), (e) or (f); provided, however, that the principal amount of indebtedness
secured thereby shall not exceed the principal amount of indebtedness so secured
at the time of such extension, renewal or replacement. Any mortgages permitted
by any of the foregoing clauses (a) through (g) shall not extend to or cover any
other Principal Property of the Company or any Subsidiary or any shares of stock
or indebtedness of any such Subsidiary, subject to the foregoing limitations,
other than the property, including improvements thereto, stock or indebtedness
specified in such clauses. (Senior Debt Indenture Section 3.7)
Notwithstanding the restrictions in the preceding paragraph, the Company or
any Subsidiary may issue, incur, create, assume or guarantee debt secured by a
mortgage which would otherwise be subject to such restrictions, without equally
and ratably securing the Senior Debt Securities, provided that after giving
effect thereto, the aggregate amount of all debt so secured by mortgages (not
including mortgages permitted under clauses (a) through (g) above) does not
exceed 20% of the Consolidated Net Tangible Assets of the Company. (Senior Debt
Indenture Section 3.7)
Limitations on Sale and Lease-Back Transactions. The Company covenants in
the Senior Debt Indenture that it will not, nor will it permit any Subsidiary
to, enter into any Sale and Lease-Back Transaction with respect to any Principal
Property, other than any such transaction involving a lease for a term of not
more than three years or any such transaction between the Company and a
Subsidiary or between Subsidiaries, unless: (a) the Company or such Subsidiary
would be entitled to incur indebtedness secured by a mortgage on the Principal
Property involved in such transaction at least equal in amount to the
Attributable Debt with respect to such Sale and Lease-Back Transaction, without
equally and ratably securing the Senior Debt Securities, pursuant to the
limitation on liens described above; or (b) the proceeds of such transaction are
at least equal to the fair market value of the affected Principal Property (as
determined in good faith by the Board of Directors of the Company) and the
Company applies an amount equal to the greater of the net proceeds of such sale
or the Attributable Debt with respect to such Sale and Lease-Back Transaction
within 180 days of
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such sale to either (or a combination of) (i) the retirement (other than any
mandatory retirement, mandatory prepayment or sinking fund payment or by payment
at maturity) of debt for borrowed money of the Company or a Subsidiary (other
than debt that is subordinated to the Senior Debt Securities or debt to the
Company or a Subsidiary) that matures more than 12 months after its creation or
(ii) the purchase, construction or development of other comparable property.
(Senior Debt Indenture Section 3.8)
"Attributable Debt" with regard to a Sale and Lease-Back Transaction with
respect to any property is defined in the Senior Debt Indenture to mean, at the
time of determination, the lesser of: (a) the fair market value of such property
(as determined in good faith by the Board of Directors of the Company); or (b)
the present value of the total net amount of rent required to be paid under such
lease during the remaining term thereof (including any period for which such
lease has been extended), discounted at the rate of interest set forth or
implicit in the terms of such lease (or, if not practicable to determine such
rate, the Composite Rate) compounded semi-annually. In the case of any lease
which is terminable by the lessee upon the payment of a penalty, such net amount
shall be the lesser of the net amount determined assuming termination upon the
first date such lease may be terminated (in which case the net amount shall also
include the amount of the penalty, but no rent shall be considered as required
to be paid under such lease subsequent to the first date upon which it may be so
terminated) or the net amount determined assuming no such termination.
"Composite Rate" is defined in the Senior Debt Indenture to mean, at any
time, the rate of interest, per annum, compounded semi-annually, equal to the
sum of the rates of interest borne by each of the Senior Debt Securities
outstanding under the Senior Debt Indenture (as specified on the face of each of
the Senior Debt Securities, provided, that, in the case of the Senior Debt
Securities with variable rates of interest, the interest rate to be used in
calculating the Composite Rate shall be the interest rate applicable to such
Senior Debt Securities at the beginning of the year in which the Composite Rate
is being determined and, provided, further, that, in the case of Senior Debt
Securities which do not bear interest, the interest rate to be used in
calculating the Composite Rate shall be a rate equal to the yield to maturity on
such Senior Debt Securities, calculated at the time of issuance of such Senior
Debt Securities) multiplied, in the case of each of the Senior Debt Securities,
by the percentage of the aggregate principal amount of all of the Senior Debt
Securities then outstanding represented by such Senior Debt Security. For the
purposes of this calculation, the aggregate principal amounts of outstanding
Senior Debt Securities that are denominated in a foreign currency shall be
calculated in the manner set forth in Section 11.11 of the Senior Debt
Indenture.
"Consolidated Net Tangible Assets" is defined in the Senior Debt Indenture
to mean, as of any particular time, the aggregate amount of assets (less
applicable reserves and other properly deductible items) after deducting
therefrom: (a) all current liabilities, except for current maturities of
long-term debt and of obligations under capital leases; and (b) all goodwill,
trade names, trademarks, patents, unamortized debt discount and expense and
other like intangible assets, to the extent included in said aggregate amount of
assets, all as set forth on the most recent consolidated balance sheet of the
Company and its consolidated subsidiaries and computed in accordance with
generally accepted accounting principles.
"Principal Property" is defined in the Senior Debt Indenture to mean the
land, improvements, buildings and fixtures (including any leasehold interest
therein) constituting the principal corporate office, any manufacturing plant,
any manufacturing, distribution or research facility or any self-serve center
(in each case, whether now owned or hereafter acquired) which is owned or leased
by the Company or any Subsidiary and is located within the United States of
America or Canada unless the Board of Directors of the Company has determined in
good faith that such office, plant facility or center is not of material
importance to the total business conducted by the Company and its Subsidiaries
taken as a whole. With respect to any Sale and Lease-Back Transaction or series
of related Sale and Lease-Back Transactions, the determination of whether any
property is a Principal Property shall be determined by reference to all
properties affected by such transaction or series of transactions.
"Sale and Lease-Back Transaction" is defined in the Senior Debt Indenture
to mean any arrangement with any person providing for the leasing by the Company
or any Subsidiary of any Principal Property which property has been or is to be
sold or transferred by the Company or such Subsidiary to such person.
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"Subsidiary" is defined in the Senior Debt Indenture to mean any
corporation of which outstanding voting stock having the power to elect a
majority of the board of directors of such corporation is at the time owned,
directly or indirectly, by the Company or by one or more other Subsidiaries, or
by the Company and one or more other Subsidiaries. For the purposes of this
definition, "voting stock" means stock which ordinarily has voting power for the
election of directors, whether at all times or only so long as no senior class
of stock has such voting power by reason of any contingency. (Senior Debt
Indenture Sections 1.1, 3.7 and 3.8)
SUBORDINATED DEBT
The Debt Securities (and, in the case of Bearer Securities, any coupons
appertaining thereto) issued under the Subordinated Debt Indenture (the
"Subordinated Debt Securities") will rank junior to "Senior Indebtedness" (as
such term is defined in the Subordinated Debt Indenture). The payment of the
principal, premium, if any, and interest on the Subordinated Debt Securities is
subordinated and junior in right of payment, to the extent set forth in the
Subordinated Debt Indenture, to the prior payment in full of all "Senior
Indebtedness." Until such prior payment in full, no payment (including the
making of any deposit in trust with the Trustee in accordance with Section 10.1
of the Subordinated Debt Indenture) on account of principal, premium, if any, or
interest on any Subordinated Debt Securities or payment to acquire any of the
Subordinated Debt Securities for cash or property may be made if, at the time of
such payment or immediately after giving effect thereto, (i) any insolvency,
bankruptcy proceedings, receivership, liquidation or reorganization of the
Company, or the voluntary liquidation, dissolution or winding up of the Company
or the assignment for the benefit of creditors or any other marshalling of
assets of the Company shall have occurred, (ii) any Subordinated Debt Security
is declared due and payable before its expressed maturity because of the
occurrence of an Event of Default under the Subordinated Debt Indenture (see
"Events of Default" below), (iii) there shall exist a default in the payment of
the principal, premium, if any, or interest with respect to any Senior
Indebtedness, or (iv) for a period of 180 days after delivery of notice referred
to below, there shall exist a default (other than a default in the payment of
principal, premium, if any, or interest) with respect to any Senior Indebtedness
permitting the holders thereof to accelerate the maturity thereof and written
notice of such default shall have been given to the Company and the Trustee
pursuant to the Subordinated Debt Indenture; PROVIDED that only one such 180-day
blockage period following such a notice of default may be commenced within any
365 consecutive days and no default which existed on the date any blockage
period commenced shall be the basis for the commencement of any subsequent
blockage period unless such default is cured or waived for a period of not less
than 90 consecutive days. The foregoing provision shall not prevent the Trustee
from making payments on any Subordinated Debt Securities from monies or
securities deposited with the Trustee pursuant to the terms of Section 10.1 of
the Subordinated Debt Indenture if at the time such deposit was made or
immediately after giving effect thereto the above conditions did not exist.
(Subordinated Debt Indenture, Sections 13.1, 13.2 and 13.3)
Under the Subordinated Debt Indenture, the term "Senior Indebtedness" means
(a) all indebtedness and obligations of the Company existing on the date of the
Subordinated Debt Indenture or created, incurred or assumed thereafter, and
which (i) are for money borrowed; (ii) are evidenced by any bond, note,
debenture or similar instrument; (iii) represent the unpaid balance on the
purchase price of any assets or services of any kind; (iv) are obligations as
lessee under any lease of property, equipment or other assets required to be
capitalized on the balance sheet of the lessee under generally accepted
accounting principles; (v) are reimbursement obligations with respect to letters
of credit or other similar instruments; (vi) are obligations under interest
rate, currency or other indexed exchange agreements, agreements for caps or
floors on interest rates, foreign exchange agreements or any other similar
agreements; (vii) are obligations under any guaranty, endorsement or other
contingent obligations in respect of, or to purchase or otherwise acquire,
indebtedness or obligations of other persons of the types referred to in clauses
(i) through (vi) above (other than endorsements for collection or deposits in
the ordinary course of business); or (viii) are obligations of other persons of
the type referred to in clauses (i) through (vii) above secured by a lien to
which any of the properties or assets of Company are subject, whether or not the
obligations secured thereby shall have been issued by the Company or shall
otherwise be the legal liability of the Company; and (b) any deferrals,
renewals, amendments, modifications, refundings or extensions of any such
indebtedness or obligations of the
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types referred to above; notwithstanding the foregoing, Senior Indebtedness
shall not include (1) any indebtedness of the Company to any of its
subsidiaries, (2) any indebtedness or obligation of the Company which by its
express terms is stated to be not superior in the right of payment to the
Subordinated Debt Securities or to rank pari passu with, or to be subordinated
to, the Subordinated Debt Securities or (3) any indebtedness or obligation
incurred by the Company in connection with the purchase of any assets or
services in the ordinary course of business and which constitutes a trade
payable or account payable. (Subordinated Debt Indenture, Section 1.1)
By reason of such subordination, in the event of insolvency, creditors of
the Company (including holders of Subordinated Debt Securities) who are not
holders of Senior Indebtedness may recover less, ratably, than holders of Senior
Indebtedness.
If this Prospectus is being delivered in connection with a series of
Subordinated Debt Securities, the applicable Prospectus Supplement or the
information incorporated herein by reference will set forth the approximate
amount of Senior Indebtedness outstanding as of the end of the most recent
fiscal quarter.
MERGER OR CONSOLIDATION
Each of the Indentures provides that the Company may not merge or
consolidate with any other person or persons (whether or not affiliated with the
Company) or sell, convey, transfer or lease all or substantially all of its
Property to any other person or persons (whether or not affiliated with the
Company), unless (a) either the Company shall be the continuing person, or the
successor person or the person which acquires by sale, conveyance, transfer or
lease substantially all the property of the Company (if other than the Company)
shall be a corporation organized under the laws of the United States or any
state thereof and shall expressly assume all the obligations of the Company
under such Indenture and the relevant Debt Securities and coupons and (b)
immediately after giving effect to such merger, consolidation, sale, conveyance,
transfer or lease, no Event of Default or event or condition which, after notice
or lapse of time or both, would become an Event of Default with respect to the
Debt Securities of any series under such Indenture shall have occurred and be
continuing. After any such transfer (except in the case of a lease), the Company
shall be discharged from all obligations and covenants under such Indenture.
(Senior and Subordinated Debt Indentures, Sections 9.1 and 9.2)
EVENTS OF DEFAULT
An Event of Default is defined under each Indenture with respect to Debt
Securities of any series issued under such Indenture as being: (a) default in
payment of any principal of or premium, if any, on the Debt Securities of such
series, either at maturity, upon any redemption, by declaration or otherwise
(including a default in the deposit of any sinking fund payment with respect to
the Debt Securities of such series when and as due); (b) default for 30 days in
payment of any interest on any Debt Securities of such series; (c) default for
90 days after written notice in the observance or performance of any other
covenant or agreement in the Debt Securities of such series or such Indenture
other than a covenant or agreement which is not applicable to the Debt
Securities of such series; (d) certain events of bankruptcy, insolvency or
reorganization; or (e) any other Event of Default provided in the supplemental
indenture under which such series of Debt Securities is issued, in the form of
Debt Security for such series or otherwise established as contemplated by the
Senior and Subordinated Debt Indentures. (Senior and Subordinated Debt
Indentures, Section 5.1)
Each Indenture provides that (a) if an Event of Default due to the default
in payment of principal of, premium, if any, or interest on, any series of Debt
Securities issued under such Indenture or due to the default in the performance
of any other covenant or agreement of the Company applicable to the Debt
Securities of such series but not applicable to Debt Securities of any other
series issued under such Indenture shall have occurred and be continuing, either
the Trustee or the holders of not less than 25% in principal amount of the
outstanding Debt Securities of such series may declare the principal (or such
portion thereof as may be specified in the terms thereof) of all Debt Securities
of such series and interest accrued thereon to be due and payable immediately;
and (b) if an Event of Default due to a default in the performance of any
covenants or agreements applicable to outstanding Debt Securities of more than
one series issued under such Indenture shall have occurred and be continuing,
either the Trustee or the holders of not less than 25% in principal
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<PAGE> 19
amount of outstanding Debt Securities of all such affected series (treated as
one class) may declare the principal (or such portion thereof as may be
specified in the terms thereof) of all such Debt Securities and interest accrued
thereon to be due and payable immediately, but upon certain conditions such
declarations may be annulled and past defaults may be waived (except a
continuing default in payment of principal of (or premium, if any) or interest
on such Debt Securities) by the holders of a majority in principal amount of the
outstanding Debt Securities of all such affected series (treated as one class).
If an Event of Default due to certain events of bankruptcy, insolvency or
reorganization shall occur, the principal (or such portion thereof as may be
specified in the terms thereof) of and interest accrued on all Debt Securities
then outstanding shall become due and payable immediately, without action by the
Trustees or the holders of any such Debt Securities. (Senior and Subordinated
Debt Indentures, Sections 5.1 and 5.10)
Each Indenture contains a provision entitling the Trustee, subject to the
duty of the Trustee during a default to act with the required standard of care,
to be indemnified by the holders of Debt Securities issued under such Indenture
before proceeding to exercise any right or power under such Indenture at the
request of such holders. (Senior and Subordinated Debt Indentures, Section 5.6).
Subject to such provisions for the indemnification and certain other
limitations, the holders of a majority in principal amount of the outstanding
Debt Securities of each affected series issued under such Indenture (treated as
one class) may direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust or power
conferred on the Trustee with respect to such series. (Senior and Subordinated
Debt Indentures, Section 5.9)
Each Indenture provides that no holder of Debt Securities of any series or
of any coupon issued under such Indenture may institute any action against the
Company under such Indenture (except actions for payment of overdue principal,
premium, if any, or interest) unless (1) such holder previously shall have given
to the Trustee written notice of default and continuance thereof, (2) the
holders of not less than 25% in aggregate principal amount of the outstanding
Debt Securities of each affected series issued under such Indenture (treated as
one class) shall have requested the Trustee to institute such action and shall
have offered the Trustee reasonable indemnity, (3) the Trustee shall not have
instituted such action within 60 days of such request and (4) the Trustee shall
not have received direction inconsistent with such written request by the
holders of a majority in principal amount of the outstanding Debt Securities of
each affected series issued under such Indenture (treated as one class). (Senior
and Subordinated Debt Indentures, Sections 5.6 and 5.9)
Each Indenture contains a covenant that the Company will file annually with
the Trustee a certificate to the effect that no default exists under such
Indenture or a certificate specifying any default that exists. (Senior and
Subordinated Debt Indentures, Section 3.5)
DEFEASANCE
Each Indenture provides that the Company may defease and be discharged from
any and all obligations (except as otherwise described in (a) below) with
respect to the Debt Securities of any series which have not already been
delivered to the Trustee for cancellation and which have either become due and
payable or are by their terms due and payable within one year (or scheduled for
redemption within one year) by irrevocably depositing with the Trustee, as trust
funds, money or, in the case of Debt Securities payable only in U.S. dollars,
U.S. Government Obligations (as defined) which through the payment of principal
and interest in accordance with their terms will provide money, in an amount
certified to be sufficient to pay at maturity (or upon redemption) the principal
of (and premium, if any) and interest on such Debt Securities.
In addition, each Indenture provides that with respect to each series of
Debt Securities issued under such Indenture, the Company may elect either (a) to
defease and be discharged from any and all obligations with respect to the Debt
Securities of such series (except for the obligations to register the transfer
or exchange of the Debt Securities of such series and of coupons appertaining
thereto, to replace temporary or mutilated, destroyed, lost or stolen Debt
Securities of such series and of coupons appertaining thereto, to maintain an
office or agency in respect of the Debt Securities of such series and to hold
moneys for payment in trust) or (b) to be released from the restrictions
described under "Senior Debt," if applicable, and "Merger or
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<PAGE> 20
Consolidation" and, to the extent specified in connection with the issuance of
such series of Debt Securities, other covenants applicable to such series of
Debt Securities, upon the deposit with the Trustee (or other qualifying
trustee), in trust for such purpose, of money or, in the case of Debt Securities
payable only in U.S. dollars, U.S. Government Obligations which through the
payment of principal and interest in accordance with their terms will provide
money, in an amount certified to be sufficient to pay at maturity (or upon
redemption) the principal of (and premium, if any) and interest on the Debt
Securities of such series. Such a trust may only be established if, among other
things, the Company has delivered to the Trustee an opinion of counsel (as
specified in the Indenture) to the effect that the holders of the Debt
Securities of such series will not recognize income, gain or loss for Federal
income tax purposes as a result of such defeasance and will be subject to
Federal income tax on the same amounts, in the same manner and at the same times
as would have been the case if such defeasance had not occurred. Such opinion,
in the case of a defeasance under clause (a) above, must refer to and be based
upon a ruling of the Internal Revenue Service or a change in applicable Federal
income tax law occurring after the date of such Indenture.
In the event of any "legal" defeasance of any series of Subordinated Debt
Securities issued thereunder, the Subordinated Debt Indenture provides that
holders of all outstanding Senior Indebtedness will receive written notice of
such defeasance. (Senior and Subordinated Debt Indentures, Section 10.1)
The foregoing provisions relating to defeasance may be modified in
connection with the issuance of any series of Debt Securities, and any such
modification will be described in the applicable Prospectus Supplement.
MODIFICATION OF THE INDENTURES
Each Indenture provides that the Company and the Trustee may enter into
supplemental indentures without the consent of the holders of Debt Securities
to: (a) secure any Debt Securities, (b) evidence the assumption by a successor
corporation of the obligations of the Company, (c) add covenants or Events of
Default for the protection of the holders of any Debt Securities, (d) cure any
ambiguity or correct any inconsistency in such Indenture or add any other
provision which shall not adversely affect the interests of the holders of the
Debt Securities, (e) establish the forms or terms of Debt Securities of any
series or of the coupons appertaining to such Debt Securities, (f) change,
modify or eliminate any provision of the Senior Debt Indenture or the
Subordinated Debt Indenture which shall not be effective with respect to any
Debt Security issued prior to the execution of such supplemental indenture and
(g) evidence the acceptance of appointment by a successor trustee. (Senior and
Subordinated Debt Indentures, Section 8.1)
Each Indenture also contains provisions permitting the Company and the
Trustee, with the consent of the holders of not less than a majority in
principal amount of the Debt Securities of all series issued under such
Indenture then outstanding and affected (voting as one class), to add any
provisions to, or change in any manner or eliminate any of the provisions of,
such Indenture or modify in any manner the rights of the holders of the Debt
Securities of each series so affected; provided that the Company and the Trustee
may not, without the consent of the holder of each outstanding Debt Security
affected thereby, (a) extend the final maturity of any Debt Security, or reduce
the principal amount thereof, or reduce the rate (or alter the method of
computation) of interest thereon or reduce (or alter the method of computation
of) any amount payable in respect of or extend the time for payment of interest
thereon, or reduce any amount payable on or extend the time for the redemption
or repayment thereof or change the currency in which the principal thereof,
premium, if any, or interest thereon is payable or reduce the amount payable
upon acceleration or alter certain provisions of the Indenture relating to the
Debt Securities issued thereunder not denominated in U.S. dollars or impair or
affect the right to institute suit for the enforcement of any payment on any
Debt Security when due or, if the Debt Securities provide therefor, any right of
optional repayment at the option of the holder of such Debt Securities or (b)
modify any of the provisions of the Indenture regarding modification of such
Indenture, except to increase the percentage in principal amount of Debt
Securities of any series, the consent of the holders of which is required for
any such modification. (Senior and Subordinated Debt Indentures, Section 8.2)
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<PAGE> 21
In addition, the Subordinated Debt Indenture provides that it may not be
amended to alter the subordination of any outstanding Subordinated Debt
Securities without the consent of each holder of Senior Indebtedness then
outstanding whose rights would be adversely affected thereby. (Subordinated Debt
Indenture, Section 8.6)
GOVERNING LAW
Each of the Indentures provide that it and the Debt Securities issued
thereunder shall be deemed to be a contract under, and for all purposes shall be
construed in accordance with, the laws of the State of New York.
CONCERNING THE SENIOR DEBT INDENTURE TRUSTEE
First Union National Bank of North Carolina, the Trustee under the Senior
Debt Indenture, is one of a number of banks with which the Company maintains
ordinary banking relationships.
PLAN OF DISTRIBUTION
The Company may sell the Debt Securities being offered hereby in four ways:
(i) directly to purchasers, (ii) through agents, (iii) through underwriters and
(iv) through dealers.
Offers to purchase Debt Securities may be solicited by agents designated by
the Company from time to time. Any such agent, who may be deemed to be an
underwriter as that term is defined in the Securities Act, involved in the offer
or sale of any Debt Securities will be named, and any commissions payable by the
Company to such agent will be set forth, in the Prospectus Supplement relating
to such Debt Securities. Unless otherwise indicated in the Prospectus
Supplement, any such agent will be acting on a best efforts basis for the period
of its appointment. Agents may be entitled under agreements which may be entered
into with the Company to indemnification by the Company against certain
liabilities, including liabilities under the Securities Act, and may be
customers of, engage in transactions with or perform services for the Company in
the ordinary course of business.
If any underwriters are utilized in the sale of any Debt Securities, the
Company will enter into an underwriting agreement with such underwriters at the
time of sale to them and the names of the underwriters and the terms of the
transaction will be set forth in the Prospectus Supplement relating to such Debt
Securities, which will be used by the underwriters to make resales of such Debt
Securities. The underwriters may be entitled, under the relevant underwriting
agreement, to indemnification by the Company against certain liabilities,
including liabilities under the Securities Act, and may be customers of, engage
in transactions with or perform services for the Company in the ordinary course
of business.
If a dealer is utilized in the sale of any Debt Securities, the Company
will sell such Debt Securities to the dealer, as principal. The dealer may then
resell such Debt Securities to the public at varying prices to be determined by
such dealer at the time of resale. Dealers may be entitled under agreements
which may be entered into with the Company to indemnification by the Company
against certain liabilities, including liabilities under the Securities Act, and
may be customers of, engage in transactions with or perform services for the
Company in the ordinary course of business.
If so indicated in the Prospectus Supplement relating to such Debt
Securities, the Company will authorize agents, underwriters or dealers to
solicit offers by certain institutions to purchase Debt Securities from the
Company at the public offering price set forth in the Prospectus Supplement
pursuant to delayed delivery contracts ("Contracts") providing for payment and
delivery on the date or dates stated in such Prospectus Supplement. Contracts
may be entered into for a variety of reasons, including without limitation, the
need to assemble a pool of collateral, the need to match a refunding date or
interest coupon date, or to meet the business needs of the purchaser. Each
Contract will be for an amount not less than, and the aggregate principal amount
of Debt Securities sold pursuant to Contracts shall not be less nor more than,
the respective amounts stated in such Prospectus Supplement. Institutions with
whom Contracts, when authorized, may be made include commercial and savings
banks, insurance companies, pension funds, investment companies, education and
charitable institutions and other institutions, but will in all cases be subject
to the
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<PAGE> 22
approval of the Company. Contracts will not be subject to any conditions except
that (i) the purchase by a purchaser of the Debt Securities covered by its
Contract shall not at the time of delivery be prohibited under the laws of any
jurisdiction in the United States to which such purchaser is subject and (ii)
the Company shall have sold, and delivery shall have taken place to the
underwriters named in the Prospectus Supplement, such part of the Debt
Securities as is to be sold to them. The Prospectus Supplement will set forth
the commission payable to agents, underwriters or dealers soliciting purchases
of Debt Securities pursuant to Contracts accepted by the Company. The
underwriters and such agents or dealers will not have any responsibility in
respect of the validity or performance of Contracts.
Each series of Debt Securities will be a new issue of securities with no
established trading market. Any underwriters to whom Debt Securities are sold by
the Company for public offering and sale may make a market in such Debt
Securities, but such underwriters will not be obligated to do so and may
discontinue any market making at any time without notice. No assurance can be
given as to the liquidity of the trading market for any Debt Securities.
LEGAL OPINIONS
The validity of the Debt Securities is being passed upon for the Company by
Arnall Golden & Gregory, Atlanta, Georgia. Such firm will rely, as to matters of
New York law, upon Baker & Botts, L.L.P., Dallas, Texas.
Certain legal matters relating to offerings of Debt Securities will be
passed upon on behalf of the applicable dealers, underwriters or agents by
counsel named in the applicable Prospectus Supplement.
EXPERTS
The consolidated balance sheets as of July 2, 1994 and July 3, 1993, and
the consolidated results of operations, shareholders' equity, cash flows and
schedules for each of the three years in the period ended July 2, 1994, have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports with respect thereto, and are incorporated herein by
reference in reliance upon the authority of said firm as experts in accounting
and auditing in giving said reports.
With respect to the unaudited interim financial information for the
quarters ended October 1, 1994, December 31, 1994 and April 1, 1995, Arthur
Andersen LLP has applied limited procedures in accordance with professional
standards for a review of that information. However, their separate reports
thereon state that they did not audit and they do not express an opinion on that
interim financial information. Accordingly, the degree of reliance on their
reports on that information should be restricted in light of the limited nature
of the review procedures applied. In addition, the accountants are not subject
to the liability provisions of Section 11 of the Securities Act of 1933 for
their reports on the unaudited interim financial information because those
reports are not a "report" or a "part" of the registration statement prepared or
certified by the accountants within the meaning of Sections 7 and 11 of the
Securities Act of 1933.
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<PAGE> 23
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No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus
Supplement or the Prospectus, and, if given or
made, such information or representations must
not be relied upon as having been authorized.
This Prospectus Supplement and the Prospectus
do not constitute an offer to sell or the
solicitation of an offer to buy any securities other
than the securities described in this Prospectus
Supplement or an offer to sell or the solicitation
of an offer to buy such securities in any
circumstances in which such offer or solicitation
is unlawful. Neither the delivery of this
Prospectus Supplement or the Prospectus nor
any sale made hereunder or thereunder shall,
under any circumstances, create any implication
that there has been no change in the affairs of
the Company since the date hereof or that the
information contained herein or therein is correct
as of any time subsequent to the date of such
information.
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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
The Company............................ S-2
Selected Consolidated Financial Data... S-3
Capitalization......................... S-4
Use of Proceeds........................ S-4
Description of Debentures.............. S-5
Underwriting........................... S-6
Legal Matters.......................... S-6
Experts................................ S-7
PROSPECTUS
Available Information.................. 2
Incorporation of Documents by
Reference............................ 2
Ratio of Earnings to Fixed Charges..... 4
Use of Proceeds........................ 4
Description of Debt Securities......... 4
Plan of Distribution................... 15
Legal Opinions......................... 16
Experts................................ 16
</TABLE>
$50,000,000
[SYSCO CORPORATION LOGO]
SYSCO CORPORATION
7.16% DEBENTURES
DUE APRIL 15, 2027
-----------------------------
PROSPECTUS SUPPLEMENT
-----------------------------
MERRILL LYNCH & CO.
APRIL 22, 1997
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