As filed with the Securities and Exchange Commission on August 31, 1999
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SYSCO CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 74-1648137
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1390 Enclave Parkway
Houston, Texas 77077-2099
(281) 584-1390
(Address, including zip code, telephone number, including area code, of
registrant's principal executive offices)
KENT R. BERKE
Assistant Vice President and Associate General Counsel
1390 Enclave Parkway
Houston, Texas 77077-2099
(281) 584-1390
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPIES TO:
B. Joseph Alley, Jr., Esq.
Arnall Golden & Gregory, LLP
2800 One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309-3450
(404) 873-8500
Approximate Date of Commencement of Proposed Sale To The Public: From
time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [ X ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
<TABLE>
<CAPTION>
Calculation of Registration Fee
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<S> <C> <C> <C> <C>
Proposed Maximum Proposed Maximum Amount of Registration
Title of Securities to be Amount to be Offering Price Aggregate Offering Fee(1)
Registered Registered Per Share(1) Price(1)
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
Common Stock $1.00 par value
per share 1,255,508 Shares $33.0625 $41,510,233.25 $11,539.85
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
862580v10
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(1) Calculated pursuant to Rule 457(c) and based on the average of the high and
low prices of the SYSCO's common stock on August 25, 1999, as reported on
the New York Stock Exchange.
The Registrant hereby amends this registration on such date or dates as
may be necessary to delay its effective date until the Registrant shall file a
further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act or until this Registration Statement shall become effective on
such date as the Securities and Exchange Commission acting pursuant to said
Section 8(a), may determine.
<PAGE>
The information in this prospectus is not complete and may change. This
prospectus is included in a registration statement that we filed with the
Securities and Exchange Commission. The selling shareholders cannot sell these
securities until that registration statement becomes effective. This prospectus
is not an offer to sell these securities and is not soliciting an offer to buy
these securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED AUGUST 31, 1999
PROSPECTUS
1,255,508 SHARES
SYSCO CORPORATION
COMMON STOCK
This prospectus relates to an aggregate offering of 1,255,508 shares of
SYSCO common stock by the selling shareholders identified on page 6 of this
prospectus.
The selling shareholders will sell their shares as described in the
section of this prospectus entitled "Plan of Distribution." SYSCO will not
receive any of the proceeds from the sale of shares of common stock by the
selling shareholders.
SYSCO's common stock is traded on the New York Stock Exchange under the
symbol "SYY." The last reported sale price of the common stock on August 30,
1999 was $33.125 per share.
----------
This investment involves risks. See "RISK FACTORS" beginning on page 4.
----------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy of this prospectus. Any representation to the contrary is a criminal
offense.
The date of this prospectus is __________, 1999
<PAGE>
TABLE OF CONTENTS
Page
SYSCO Corporation..............................................................2
Recent Developments............................................................3
Risk Factors...................................................................4
Use of Proceeds................................................................6
Selling Shareholders...........................................................6
Plan of Distribution...........................................................7
Legal Matters..................................................................8
Experts........................................................................8
Where You Can Find More Information............................................8
You should rely only on the information contained or incorporated by
reference in this prospectus. We have not authorized anyone to provide you with
information different from that contained in this prospectus. You should assume
that the information appearing in this prospectus is accurate as of the date on
the front cover of this prospectus only, regardless of the time of delivery of
this prospectus or of any sale of the common stock. In this prospectus, "SYSCO,"
"we," "us," and "our" refer to SYSCO Corporation and its subsidiaries.
SYSCO CORPORATION
SYSCO Corporation, together with its subsidiaries and divisions, is the
largest U.S. distributor of food and related products to the foodservice or
"away-from-home-eating" industry. SYSCO provides its products and services to
approximately 300,000 customers, including:
o restaurants;
o healthcare and educational facilities;
o lodging establishments; and
o other foodservice customers throughout the entire
continental United States, as well as portions of Alaska,
Hawaii and Canada.
Since SYSCO's formation in 1969, annual sales have grown from
approximately $115 million to over $17 billion in fiscal 1999. SYSCO's
innovations in food technology, packaging and transportation provide customers
with quality products delivered on time, in excellent condition and at
reasonable prices.
Products distributed by SYSCO include:
o a full line of frozen foods, such as meats, fully prepared
entrees, fruits, vegetables and desserts;
o a full line of canned and dry goods;
o fresh meats;
o imported specialties; and
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o fresh produce.
SYSCO also supplies a wide variety of nonfood items, including:
o paper products such as disposable napkins, plates and cups;
o tableware such as china and silverware;
o restaurant and kitchen equipment and supplies;
o medical and surgical supplies; and
o cleaning supplies.
SYSCO distributes both nationally-branded merchandise and products
packaged under its own private brands.
SYSCO estimates that it purchases from thousands of independent
sources, none of which accounts for more than 5% of SYSCO's purchases. These
sources consist generally of large companies 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
SYSCO's various operating subsidiaries and divisions. SYSCO continually develops
relations with suppliers but has no material long-term purchase commitments with
any suppliers.
Our principal executive offices are located at 1390 Enclave Parkway,
Houston, Texas 77077-2099, and our telephone number is (281) 584-1390.
RECENT DEVELOPMENTS
On August 27, 1999, SYSCO acquired by merger Doughtie's Foods, Inc.,
located in Portsmouth, Virginia. Doughtie's distributes a wide variety of meat
and seafood products and other food items, including fruits and vegetables.
On August 20, 1999, SYSCO acquired substantially all of the assets of
the Buckhead Beef Company, Inc. located in Atlanta, Georgia. Buckhead Beef
distributes custom-cut fresh steaks and other meats, seafood and poultry
products.
On July 9, 1999, SYSCO signed a merger agreement with Newport Meat Co.,
Inc. located in Irvine, California. Newport Meat distributes fresh aged beef and
other meats, seafood and poultry products to the southern California foodservice
market. The merger was completed on July 30, 1999.
None of the acquisitions described above will have a material impact on
SYSCO's business, financial condition or results of operations.
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RISK FACTORS
In addition to the other information in this prospectus, the following
risk factors should be considered carefully in evaluating an investment in the
common stock offered hereby.
SYSCO'S SIGNIFICANT INDEBTEDNESS COULD INCREASE ITS VULNERABILITY TO COMPETITIVE
PRESSURES, NEGATIVELY AFFECT ITS ABILITY TO EXPAND AND DECREASE THE MARKET VALUE
OF ITS COMMON STOCK
Because historically a substantial part of SYSCO's growth has been the
result of acquisitions and capital expansion, SYSCO's continued growth depends,
in large part, on its ability to continue this expansion. As a result, its
inability to finance acquisitions and capital expenditures through borrowed
funds could restrict its ability to expand. Moreover, any default under the
documents governing the indebtedness of SYSCO could have a significant adverse
effect on the market value of SYSCO's common stock. Further, SYSCO's leveraged
position may also increase its vulnerability to competitive pressures.
As of March 27, 1999, SYSCO had approximately $914 million of long term
indebtedness outstanding and approximately $1.4 billion of shareholders' equity.
Also, SYSCO had available approximately $300 million of borrowing capacity under
its revolving credit facility agreement, subject to the maintenance of financial
ratios set forth in that agreement. Borrowing under this facility would increase
SYSCO's indebtedness and magnify the above risks.
PROVISIONS IN SYSCO'S CHARTER AND STOCKHOLDER RIGHTS PLAN MAY INHIBIT A TAKEOVER
OF SYSCO
Under its Restated Certificate of Incorporation, SYSCO's Board of
Directors is authorized to issue up to 1.5 million shares of preferred stock
without stockholder approval. No shares of preferred stock are currently
outstanding. Issuance of these shares would make it more difficult for anyone to
acquire SYSCO without approval of the Board of Directors because more shares
would have to be acquired to gain control. If anyone attempts to acquire SYSCO
without approval of the Board of Directors of SYSCO, the stockholders of SYSCO
have the right to purchase preferred stock of SYSCO, which also means more
shares would have to be acquired to gain control. Both of these devices may
deter hostile takeover attempts that might result in an acquisition of SYSCO
that would have been financially beneficial to SYSCO's stockholders.
BECAUSE SYSCO SELLS FOOD PRODUCTS, IT FACES THE RISK OF EXPOSURE TO PRODUCT
LIABILITY CLAIMS
SYSCO, like any other seller of food, faces the risk of exposure to
product liability claims in the event that the use of products sold by it causes
injury or illness. With respect to product liability claims, SYSCO believes it
has sufficient primary or excess umbrella liability insurance. However, this
insurance may not continue to be available at a reasonable cost, or, if
available, may not be adequate to cover liabilities. SYSCO generally seeks
contractual indemnification and insurance coverage from parties supplying its
products, but this indemnification or insurance coverage is limited, as a
practical matter, to the creditworthiness of the indemnifying party and the
insured limits of any insurance provided by suppliers. If SYSCO does not have
adequate insurance or contractual indemnification available, product liability
relating to defective products could materially reduce SYSCO's net income and
earnings per share.
BECAUSE SYSCO HAS FEW LONG-TERM CONTRACTS WITH SUPPLIERS AND DOES NOT CONTROL
THE ACTUAL PRODUCTION OF ITS PRODUCTS, SYSCO MAY BE UNABLE TO OBTAIN ADEQUATE
SUPPLIES OF ITS PRODUCTS
SYSCO obtains all of its foodservice products from other suppliers. For
the most part, SYSCO does not have long-term contracts with any supplier
committing it to provide products to SYSCO. Although SYSCO's purchasing volume
can provide leverage when dealing with suppliers, suppliers may not provide the
foodservice products and supplies needed by SYSCO in the quantities requested.
Because SYSCO does not control the actual production of its products, it is also
subject to delays caused by interruption in production based on conditions
outside its control. These conditions include:
o job actions or strikes by employees of suppliers or SYSCO;
o weather;
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o crop conditions;
o transportation interruptions; and
o natural disasters or other catastrophic events.
The inability of SYSCO to obtain adequate supplies of its foodservice
products as a result of any of the foregoing factors or otherwise could mean
that SYSCO could not fulfill its obligations to customers, and customers may
turn to other suppliers.
IF SYSCO FAILS TO ADEQUATELY ADDRESS THE YEAR 2000 ISSUE, IT MAY LOSE REVENUE OR
INCUR ADDITIONAL COSTS
Many existing computer programs use only two digits to identify a year
in the date field. These programs were designed and developed without
considering the impact of the upcoming change in the century. If not corrected,
many computer applications could fail or create erroneous results by or at the
year 2000.
As a result, SYSCO may suffer the following consequences:
o SYSCO may experience a significant number of operational
inconveniences and inefficiencies for it and its customers
that may divert time and attention and financial and human
resources from its ordinary business activities.
o SYSCO may suffer serious system failures that may require
significant efforts by it or its customers to prevent or
alleviate material business disruptions.
o SYSCO may experience a significant loss of revenues or incur
a significant amount of unanticipated expenses.
IF SYSCO CANNOT INTEGRATE ACQUIRED COMPANIES WITH ITS BUSINESS, ITS
PROFITABILITY MAY DECREASE
If SYSCO is unable to integrate acquired businesses successfully and
realize anticipated economic, operational and other benefits in a timely manner
its profitability may decrease. Integration of an acquired business may be more
difficult when SYSCO acquires a business in a market in which it has limited or
no expertise, or with a corporate culture different from SYSCO's. If SYSCO is
unable to integrate acquired businesses successfully, it may incur substantial
costs and delays in increasing its customer base. In addition, the failure to
integrate acquisitions successfully may divert management's attention from
SYSCO's existing business and may damage SYSCO's relationships with its key
customers and suppliers. This risk is significant to SYSCO because historically
it has acquired more business than many of its competitors.
Forward Looking Statements
Some of the information in this prospectus contains forward-looking
statements that involve substantial risks and uncertainties. You can identify
these statements by forward-looking words such as "may," "will," "expect,"
"anticipate," "believe," "estimate" and "continue" or similar words. You should
read statements that contain these words carefully for the following reasons:
o the statements discuss our future expectations;
o the statements contain projections of our future results of
operations or of our financial condition; and
o the statements state other "forward-looking" information.
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We believe it is important to communicate our expectations to our
investors. There may be events in the future, however, that we are not
accurately able to predict or over which we have no control. The risk factors
listed in this section, as well as any cautionary language in this prospectus,
provide examples of risks, uncertainties and events that may cause our actual
results to differ materially from the expectations we describe in our
forward-looking statements. Before you invest in our common stock, you should be
aware that the occurrence of any of the events described in these risk factors
and elsewhere in this prospectus could have a material adverse effect on our
business, financial condition and results of operations. In such case, the
trading price of our common stock could decline and you may lose all or part of
your investment.
USE OF PROCEEDS
This prospectus relates to the offer and sale of our common shares by
the selling shareholders. We will not receive any proceeds from the sale of the
common shares, but we will pay all expenses related to the registration of the
common shares other than underwriting discounts and commissions and fees of
counsel to the selling shareholders.
SELLING SHAREHOLDERS
The SYSCO common stock to which this prospectus relates is being
offered by former shareholders of Newport Meat Co., Inc. On July 30, 1999, SYSCO
issued 1,575,635 shares of common stock to the selling shareholders in
connection with the merger between a wholly owned subsidiary of SYSCO and
Newport Meat. In connection with the merger, we entered into a registration
rights agreement with the selling shareholders of Newport Meat, under which we
agreed to register for sale certain of the shares of common stock issued by
SYSCO to the selling shareholders.
The following table states the name of each of the selling
shareholders, the number of shares of common stock of SYSCO beneficially owned
by each selling shareholder as of July 30, 1999, the number of shares which may
be sold for the account of the selling shareholders and the number of shares of
common stock beneficially owned by each selling shareholder after the completion
of the offering, including the percentage of SYSCO common stock owned by each
selling shareholder as of July 30, 1999 and owned by each selling shareholder
after the completion of the offering.
<TABLE>
<CAPTION>
Beneficial Ownership Beneficial Ownership
Prior to the Offering (1) After the Offering (1) (2)
Name of ------------------------- Number of --------------------------
Selling Shareholder Shares Percentage Shares Offered Shares Percentage
- ------------------- ------ ---------- -------------- ------ ----------
<S> <C> <C> <C> <C> <C>
Richard A. Nicholas, as Trustee
of The R/C Nicholas Family
Trust (3) 1,331,088 * 1,055,778 275,310 *
Richard A. Nicholas, as Trustee
of the R. Nicholas 1999 Trust (3) 117,472 * 99,865 17,607 *
Richard A. Nicholas, as Trustee
of the C. Nicholas 1999 Trust (3) 117,472 * 99,865 17,607 *
</TABLE>
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* Less than 1% of outstanding shares.
(1) The percentage is calculated based on the number of shares of SYSCO
common stock beneficially owned. As of July 30, 1999, 329,455,167
shares of SYSCO common stock were outstanding.
(2) Assumes all offered SYSCO common stock will be sold.
(3) Since July 30, 1999, Richard A. Nicholas, the trustee for The R/C
Nicholas Family Trust, the R. Nicholas 1999 Trust and the C. Nicholas
1999 Trust has been the chief executive officer and chairman of the
Board of Directors of SYSCO Newport Meat Company, a wholly-owned
subsidiary of SYSCO. Mr. Nicholas beneficially owns 9,603 additional
shares of SYSCO common stock.
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PLAN OF DISTRIBUTION
The selling shareholders may offer and sell shares of common stock
offered by this prospectus from time to time in one or more of the following
transactions:
o on the New York Stock Exchange or any other securities
exchange that lists the common stock for trading;
o in the over-the-counter market;
o in transactions other than on such exchanges or in the
over-the-counter market;
o in short sales of the common stock, in transactions to cover
short sales or otherwise in connection with short sales;
o by pledge to secure debts and other obligations or on
foreclosure of a pledge;
o through put or call options, including the writing of
exchange-traded call options, or other hedging transactions
related to the common stock; and
o in a combination of any of the above transactions.
The selling shareholders may sell their shares at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices, at negotiated prices or at fixed prices. The transactions listed above
may include block transactions. We have been advised by the selling shareholders
that they have not made any arrangements relating to the distribution of the
shares covered by this prospectus.
The selling shareholders may use broker-dealers to sell their shares or
may sell their shares to broker-dealers acting as principals. If this happens,
broker-dealers will either receive discounts or commissions from the selling
shareholders, or they will receive commissions from purchasers of shares for
whom they acted as agents, or both. If a broker-dealer purchases shares as a
principal, it may resell the shares for its owns account under this prospectus.
We will pay all registration fees and expenses for the common stock offered by
this prospectus.
We have informed the selling shareholders that the anti-manipulation
provisions of Regulation M under the Securities Exchange Act of 1934 may apply
to their sales of common stock.
The selling shareholders and any agent, broker or dealer that
participates in sales of common stock offered by this prospectus may be deemed
"underwriters" under the Securities Act of 1933 and any commissions or other
consideration received by any agent, broker or dealer may be considered
underwriting discounts or commissions under the Securities Act. We have agreed
to indemnify the selling shareholders against certain liabilities arising under
the Securities Act from sales of common stock. Selling shareholders may agree to
indemnify any agent, broker or dealer that participates in sales of common stock
against liabilities arising under the Securities Act from sales of common stock.
Instead of selling common stock under this prospectus, selling
shareholders may sell common stock in compliance with the provisions of Rule 144
under the Securities Act, if available.
The term "selling shareholders" also includes persons who obtain common
stock from selling shareholders as a gift, on foreclosure of a pledge or in
another private transaction.
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LEGAL MATTERS
The validity of the shares of common stock offered by this prospectus will
be passed upon for SYSCO by Arnall Golden & Gregory, LLP, Atlanta, Georgia.
Jonathan Golden , a partner of Arnall Golden & Gregory, LLP, is a director of
SYSCO. As of July 30, 1999, attorneys with Arnall, Golden & Gregory, LLP
beneficially owned an aggregate of approximately 66,000 shares of SYSCO's common
stock.
EXPERTS
The consolidated balance sheets of SYSCO as of June 27, 1998 and June
28, 1997, and the related statements of consolidated results of operations,
shareholders' equity and cash flows and financial statement schedule for each of
the three years in the period ended June 27, 1998, incorporated by reference in
this prospectus have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report with respect thereto, and are
incorporated herein by reference in reliance upon the authority of Arthur
Andersen LLP as experts in giving said report.
With respect to the unaudited interim financial information of SYSCO
for the quarters ended September 26, 1998, December 26, 1998 and March 27, 1999
incorporated herein by reference, 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 information because those reports are not a "report" or a "part" of the
prospectus prepared or certified by the accountants within the meaning of
Sections 7 and 11 of the Securities Act.
WHERE YOU CAN FIND MORE INFORMATION
SYSCO files annual, quarterly and current reports, proxy and
information statements and other information with the Securities and Exchange
Commission. You may read and copy any materials we file at the SEC's public
reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call
the SEC at 1-800-SEC-0330 for further information regarding the public reference
room. SYSCO's SEC filings are also available to the public at the SEC's web site
at http://www.sec.gov.
The SEC allows SYSCO to "incorporate by reference" information we file
with the SEC, which means that SYSCO can disclose important information to you
by referring you to those documents filed separately with the SEC. The
information incorporated by reference is deemed to be part of this prospectus,
and later information that we file with the SEC will automatically update and
supersede information contained in this prospectus.
The following documents filed by SYSCO (File No. 1-06544) with the SEC
are incorporated by reference in and made a part of this prospectus:
o SYSCO's Annual Report on Form 10-K for the fiscal year ended
June 27, 1998;
o SYSCO's Quarterly Reports on Form 10-Q for the quarters
ended September 26, 1998, December 26, 1998 and March 27,
1999;
o SYSCO'S Current Report on Form 8-K filed August 30, 1999;
and
o The description of SYSCO's common stock contained in SYSCO's
registration statement filed under Section 12 of the
Exchange Act, including any amendment or report filed for
the purpose of updating such description.
We are also incorporating by reference any future filings we make with
the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act. These
documents will be deemed to be incorporated by reference in this prospectus and
to be a part of it from the date they are filed with the SEC.
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You may obtain a copy of these filings, excluding all exhibits unless
we have specifically incorporated by reference an exhibit in this prospectus or
in a document incorporated by reference herein, at no cost, by writing or
telephoning:
SYSCO Corporation
Toni Spigelmyer
Assistant Vice President Investor Relations
1390 Enclave Parkway
Houston, Texas 77077-2099
Telephone: (281) 584-1390
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. Other Expenses of Issuance and Distribution
All expenses, other than fees and expenses of legal or other advisors
to the selling shareholders, in connection with the offering described in this
Registration Statement will be paid by SYSCO. Such expenses are as follows:*
SEC registration fee..............................$11,539.85
Printing expenses................................. 500.00
Accounting fees and expenses...................... 5,000.00
Legal fees and expenses........................... 10,000.00
Miscellaneous..................................... 500.00
===========
Total....................................$27,539.85
- --------------------
*The amounts set forth, except for the filing fees for the SEC, are estimated.
ITEM 15. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law and the Restated
Certificate of Incorporation and the By-laws of SYSCO contain provisions
covering indemnification of corporate directors and officers against certain
liabilities and expenses incurred as a result of proceedings involving such
persons in their capacities as directors and officers, including proceedings
under the Securities Act and the Exchange Act.
SYSCO has entered into indemnity contracts and provides indemnity
insurance pursuant to which officers and directors are indemnified and insured
against liability or loss under certain circumstances which may include
liability or related loss under the Securities Act and the Exchange Act.
ITEM 16. Exhibits
Exhibit No. Description
- ----------- -----------
4(a) Senior Debt Indenture, dated as of June 15, 1995, between
SYSCO Corporation and First Union National Bank, as Trustee.
(Incorporated by reference to Exhibit 4(a) to the Registrant's
Registration Statement on Form S-3 (No.
333-52897)).
4(b) Form of Subordinated Debt Indenture (Incorporated by reference
to Exhibit 4(b) to the Registrant's Registration Statement on
Form S-3 (No. 33-60023)).
4(c) First Supplemental Indenture, dated as of June 27, 1995,
between SYSCO Corporation and First Union National Bank,
Trustee, as amended (Incorporated by reference to Exhibit 4(e)
to the Registrant's Annual Report on Form 10-K for the fiscal
year ended June 29, 1996).
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4(d) Second Supplemental Indenture, dated as of May 1, 1996,
between SYSCO Corporation and First Union National Bank,
Trustee, as amended (Incorporated by reference to Exhibit 4(f)
to the Registrant's Annual report on Form 10-K for the fiscal
year ended June 29, 1996).
4(e) Third Supplemental Indenture, dated as of April 25, 1997,
between SYSCO Corporation and First Union National Bank,
Trustee (Incorporated by reference to Exhibit 4(g) to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended June 28, 1997).
4(f) Fourth Supplemental Indenture, dated as of April 25, 1997,
between SYSCO Corporation and First Union National Bank,
Trustee (Incorporated by reference to Exhibit 4(h) to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended June 28, 1997).
4(g) Fifth Supplemental Indenture, dated as of July 27, 1998,
between SYSCO Corporation and First Union National Bank,
Trustee (Incorporated by reference to Exhibit 4(h) to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended June 27, 1998).
5* Opinion of Arnall Golden & Gregory, LLP regarding legality
15.1* Letter regarding unaudited interim financial information
23.1* Consent of Arnall Golden & Gregory, LLP (included as part of
Exhibit 5 hereto)
23.2* Consent of Arthur Andersen LLP
24.1* Power of Attorney (included as part of the signature page
hereto)
- ------------------------------
* Filed herewith.
ITEM 17. Undertakings
(a) The undersigned Registrant hereby undertakes as follows:
1. To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
2. That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
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3. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
4. That, for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference in
the registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
5. Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-3
<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-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston and the State of Texas, on the 30th day of
August, 1999.
SYSCO CORPORATION
By:/s/ Bill M. Lindig
--------------------------------------
Bill M. Lindig
Chairman
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
hereby constitutes and appoints John F. Woodhouse, Bill M. Lindig and John K.
Stubblefield, Jr., or any one of them, as such person's true and lawful
attorney-in-fact and agent with full power of substitution for such person and
in such person's name, place and stead, in any and all capacities, to sign and
to file with the Securities and Exchange Commission, any and all amendments and
post-effective amendments to this Registration Statement, with exhibits thereto
and other documents in connection therewith, granting unto said attorney-in-fact
and agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or any
substitute therefor, may lawfully do or cause to be done by virtue thereof.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ Bill M. Lindig Chairman, Chief Executive Officer and August 30,1999
- ----------------------------------- Director (principal executive officer)
Bill M. Lindig
/s/ John K. Stubblefield, Jr. Senior Vice President Financial and August 30, 1999
- ----------------------------------- Administration (principal financial and
John K. Stubblefield, Jr. accounting officer)
/s/ John F. Woodhouse Senior Chairman of the Board of Directors August 30, 1999
- -----------------------------------
John F. Woodhouse
/s/ John W. Anderson Director August 30, 1999
- -----------------------------------
John W. Anderson
/s/ Gordon M. Bethune Director August 30, 1999
- -----------------------------------
Gordon M. Bethune
/s/ Colin G. Campbell Director August 30, 1999
- -----------------------------------
Colin G. Campbell
/s/ Charles H. Cotros Director August 30, 1999
- -----------------------------------
Charles H. Cotros
</TABLE>
II-4
<PAGE>
SIGNATURE TITLE DATE
- --------- ----- ----
/s/ Judith B. Craven Director August 30, 1999
- -----------------------------------
Judith B. Craven
/s/ Frank A. Godchaux, III Director August 30, 1999
- -----------------------------------
Frank A. Godchaux, III
/s/ Jonathan Golden Director August 30, 1999
Jonathan Golden
/s/ Richard G. Merrill Director August 30, 1999
- -----------------------------------
Richard G. Merrill
/s/ Frank H. Richardson Director August 30, 1999
- -----------------------------------
Frank H. Richardson
/s/ Richard J. Schnieders Director August 30, 1999
- -----------------------------------
Richard J. Schnieders
/s/ Phyllis S. Sewell Director August 30, 1999
- -----------------------------------
Phyllis S. Sewell
/s/ Arthur J. Swenka Director August 30, 1999
- -----------------------------------
Arthur J. Swenka
/s/ Thomas B. Walker, Jr. Director August 30, 1999
- -----------------------------------
Thomas B. Walker, Jr.
II-5
<PAGE>
EXHIBIT INDEX
Exhibit Description
- ------- -----------
4(a) Senior Debt Indenture, dated as of June 15, 1995, between
SYSCO Corporation and First Union National Bank, as Trustee.
(Incorporated by reference to Exhibit 4(a) to the Registrant's
Registration Statement on Form S-3 (No.
333-52897)).
4(b) Form of Subordinated Debt Indenture (Incorporated by reference
to Exhibit 4(b) to the Registrant's Registration Statement on
Form S-3 (No. 33-60023)).
4(c) First Supplemental Indenture, dated as of June 27, 1995,
between SYSCO Corporation and First Union National Bank,
Trustee, as amended (Incorporated by reference to Exhibit 4(e)
to the Registrant's Annual Report on Form 10-K for the fiscal
year ended June 29, 1996).
4(d) Second Supplemental Indenture, dated as of May 1, 1996,
between SYSCO Corporation and First Union National Bank,
Trustee, as amended (Incorporated by reference to Exhibit 4(f)
to the Registrant's Annual report on Form 10-K for the fiscal
year ended June 29, 1996).
4(e) Third Supplemental Indenture, dated as of April 25, 1997,
between SYSCO Corporation and First Union National Bank,
Trustee (Incorporated by reference to Exhibit 4(g) to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended June 28, 1997).
4(f) Fourth Supplemental Indenture, dated as of April 25, 1997,
between SYSCO Corporation and First Union National Bank,
Trustee (Incorporated by reference to Exhibit 4(h) to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended June 28, 1997).
4(g) Fifth Supplemental Indenture, dated as of July 27, 1998,
between SYSCO Corporation and First Union National Bank,
Trustee (Incorporated by reference to Exhibit 4(h) to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended June 27, 1998).
5* Opinion of Arnall Golden & Gregory, LLP regarding legality
15.1* Letter regarding unaudited interim financial information
23.* Consent of Arnall Golden & Gregory, LLP (included as part
of Exhibit 5 hereto)
23.2* Consent of Arthur Andersen LLP
24.1* Power of Attorney (included as part of the signature page
hereto)
- ------------------------------
*Filed herewith.
II-6
EXHIBIT 5
ARNALL GOLDEN & GREGORY, LLP
2800 One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309-3450
WRITER'S DIRECT DIAL NUMBER
(404) 873-8500
WRITER'S DIRECT DIAL FACSIMILE
(404) 873-8501
August 31, 1999
SYSCO Corporation
1390 Enclave Parkway
Houston, Texas 77077-2099
Re: Form S-3 Registration Statement
Ladies and Gentlemen:
This opinion is being furnished in connection with the Registration
Statement on Form S-3 of SYSCO Corporation, a Delaware Corporation, filed with
the Securities and Exchange Commission under the Securities Act of 1933 for the
registration of 1,255,508 shares of common stock, par value $1.00 per share (the
"Shares") offered by the selling shareholders named therein this Registration
Statement.
In acting as counsel to you, 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. Based upon and subject to the foregoing, we advise you
that in our opinion the Shares are 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 "Legal
Matters" 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 Securities Act.
Sincerely,
/s/ ARNALL GOLDEN & GREGORY, LLP
ARNALL GOLDEN & GREGORY, LLP
862580v8
EXHIBIT 15.1
August 31, 1999
SYSCO Corporation:
We are aware that SYSCO Corporation has incorporated by reference in this
Registration Statement on Form S-3 its Forms 10-Q for the quarters ended
September 26, 1998, December 26, 1998 and March 27, 1999, which include our
reports dated November 4, 1998, and February 5 and May 5, 1999, respectively,
covering the unaudited interim financial information contained therein. Pursuant
to Regulation C of the Securities Act of 1933, those reports are not considered
a part of the Proxy Statement/Prospectus and Registration Statement prepared or
certified by our firm or reports prepared or certified by our firm within the
meaning of Sections 7 and 11 of the Securities Act.
Very truly yours,
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
EXHIBIT 23.2
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
July 28, 1998 included in SYSCO's Form 10-K for the year ended June 27, 1998 and
to all references to our firm included in this Registration Statement.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Houston, Texas
August 31, 1999
