SYSCO CORP
8-K, 1999-08-30
GROCERIES & RELATED PRODUCTS
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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


        Date of Report (Date of earliest event reported): August 4, 1999


                                SYSCO CORPORATION
               (Exact name of registrant as specified in charter)



     Delaware                      1-06544                      74-1648137
(State or other            (Commission File Number)           (IRS Employer
jurisdiction of                                             Identification No.)
incorporation)


         1390 Enclave Parkway
            Houston, Texas                                  77077-2099
    (Address of principal executive                         (Zip Code)
               offices)



        Registrant's telephone number including area code (281) 584-1390




          (Former name or former address, if changed since last report)









869253v1
<PAGE>

ITEM 5.  OTHER EVENTS.


         On August 4, 1999, SYSCO  Corporation  ("SYSCO") issued a press release
("Press Release") announcing its results of operations for the fiscal year ended
July 3, 1999. SYSCO hereby  incorporates by reference herein the information set
forth in its Press  Release  dated  August 4,  1999,  a copy of which is annexed
hereto as Exhibit 99.

         Except for the  historical  information  contained in this report,  the
statements made by SYSCO are forward  looking  statements that involve risks and
uncertainties. All such statements are subject to the safe harbor created by the
Private  Securities  Litigation  Reform Act of 1995.  SYSCO's  future  financial
performance could differ  significantly  from the expectations of management and
from results expressed or implied in the Press Release.  For further information
on other risk  factors,  please refer to the "Risk  Factors"  section of SYSCO's
Form S-4 filed on July 23, 1999.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

         (a)      Financial Statements.

         Not applicable.

         (b)      Pro Forma Financial Information.

         Not applicable.

         (c)      Exhibits.

Exhibit
Number                                       Description
- ------                                       -----------

99                                  Press Release dated August 4, 1999







                                      -1-
<PAGE>


                                   SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
SYSCO has duly caused this report to be signed on its behalf by the  undersigned
hereunto duly authorized.

                                   SYSCO CORPORATION



Date:  August 30, 1999             By: /s/    John K. Stubblefield, Jr.
                                      -----------------------------------------
                                       John K. Stubblefield, Jr.
                                       Senior Vice President,
                                       Finance and Administration




<PAGE>
                                 EXHIBIT INDEX

Exhibit
Number                                         Description
- ------                                         -----------

99                                  Press Release dated August 4, 1999



                                   Exhibit 99



  SYSCO's Strong FY 1999 Performance Drives 14 Percent EPS and Sales Increases

         HOUSTON,  Aug. 4 /PRNewswire/ -- SYSCO  Corporation  (NYSE:  SYY) today
reported  that  diluted  earnings  per share  rose 14 percent to $1.08 on record
sales of $17.4  billion,  also a 14 percent  gain,  for the 53-week  fiscal year
ended July 3, 1999.  In fiscal 1998 (52 weeks)  diluted  earnings per share were
$0.95,  prior to a second quarter fiscal 1998 accounting  change of $28 million,
and sales were $15.3 billion. Net earnings reached $362.3 million,  11.5 percent
higher than last year's net  earnings of $324.8  million  before the  accounting
change.

         Fourth  quarter  diluted  earnings  per share were $0.35,  a gain of 21
percent as compared to the $0.29 of the previous  year's fourth  quarter.  Sales
reached $4.8 billion for the 14-week quarter,  20.4 percent higher than the $4.0
billion attained in the 13-week quarter of 1998. Net earnings of $116.9 million,
represented  a 20 percent  increase  above the $97.5  million  achieved  in last
year's fourth quarter.

         "Dining  out  continues  to be  one  of  America's  favorite  forms  of
entertainment and SYSCO benefited from the industry's  economic health in fiscal
1999," said Bill M. Lindig,  chairman and chief executive officer. "For the same
period,  the  industry  grew at about 4  percent  in real  terms,  according  to
industry  sources,  while  SYSCO grew at more than  twice  that rate.  Our sales
growth momentum  strengthened as the year progressed and was particularly robust
in the fourth quarter, reflecting our dedication to providing innovative product
offerings and unequaled service to help our customers meet their patrons' needs.

         "As  a  result,  marketing-associate-served  territory  sales  grew  to
approximately  56 percent of SYSCO's  traditional  foodservice  companies' sales
volume during the fourth quarter  versus 55 percent a year earlier.  SYSCO brand
product  sales  also  continue  to grow  and  represented  about 49  percent  of
marketing-associate-served  sales for the  fourth  quarter  and 48  percent  for
fiscal  1999,  up from  approximately  47 percent in fourth  quarter 1998 and 45
percent for fiscal 1998."

         Mr. Lindig said real sales growth was 11.6 percent for the 53-week year
versus 52 weeks,  after  adjusting  for about 1  percent  for  acquisitions  and
approximately  1 percent  inflation.  Real sales growth for the 14-week  quarter
compared to the 13-week  quarter in 1998 was 19.9 percent after  eliminating the
effect of less than 1 percent for  acquisitions  and just under  one-fifth  of a
point deflation.

         "We are very  excited  about the  recently  announced  acquisitions  of
Buckhead  Beef Company,  Doughtie's  Foods,  Inc. and Newport Meat Company.  The
Newport  acquisition as completed July 30 and the two remaining are scheduled to
close during  August," Mr.  Lindig  continued.  "Together,  the two suppliers of
center-of-the-plate products to fine dining establishments solidify our position
as one of the premier  providers of fresh-cut beef, pork, veal, lamb and related
products in Georgia and adjacent  states as well as California  and  surrounding
states.  By  bringing  Doughtie's  into the SYSCO  family we can  combine  their
business in Virginia,  North  Carolina and Maryland  with our existing  customer
base in that area to support a new "fold-out" facility and substantially enhance
our presence in the Mid-Atlantic region."
<PAGE>

         During the quarter a tornado destroyed the facility in Stroud, Oklahoma
operated by The SYGMA  Network,  Inc.,  SYSCO's  chain  restaurant  distribution
subsidiary.  Fortunately,  there were no fatalities or injuries to employees and
service to customers  continued as employees at other SYGMA and SYSCO  locations
rallied to deliver supplies to customers. However, the facility and its adjacent
shop were  declared  a total  loss.  The  complex is  covered  substantially  by
insurance and SYGMA will open a  replacement  facility  approximately  100 miles
away in Pryor,  Oklahoma  near Tulsa,  which is  anticipated  to be  operational
November 1.

         "We are very fortunate to participate in a growing industry and to have
a talented  employee  base that is committed to  providing  the most  consistent
quality products and outstanding service to our customers. Fiscal 2000 marks our
30th year as a public company and  opportunities  abound for SYSCO to assist our
customers to continue satisfying customers'  away-from-home-dining  tastes," Mr.
Lindig  commented in closing.  "We look forward to the new  millennium  and will
continue to improve  customer  satisfaction by seeking  innovative  products and
providing  higher  service  levels,  while being ever mindful of  achieving  our
financial objectives."

         SYSCO  is  the   largest   foodservice   marketing   and   distribution
organization  in North  America.  Generating  annualized  sales in excess of $17
billion,  SYSCO  provides its products and services to about 300,000  customers.
The  SYSCO   distribution   network  currently  extends  throughout  the  entire
contiguous United States as well as portions of Alaska and Canada.

         Statements made herein  regarding  industry  growth,  sales  increases,
customer mix, product cost  inflation/deflation,  consistency and predictability
of earnings  growth,  acquisitions  and facility  openings  are  forward-looking
statements under the Private Securities  Litigation Reform Act of 1995. They are
based on current expectations and actual results may differ materially. Industry
growth, sales increases,  customer mix, product cost inflation/deflation and the
consistency  and  predictability  of earnings growth and  acquisitions  could be
affected by  conditions in the economy,  the industry and internal  factors that
may alter planned results.  Facility openings could be affected by those factors
and could vary depending upon construction schedules.

         The  comprehensive  financial  data for the fourth  quarters  of fiscal
years 1999 and 1998 are summarized below.

($000 omitted except for per share data)                 For the Period Ended
                                                  July 3, 1999     June 27, 1998
                                                   (14 Weeks)       (13 Weeks)

Sales ......................................      $  4,818,633      $  4,001,374
Costs and expenses
     Cost of sales .........................         3,909,856         3,250,728
     Operating expenses ....................           697,444           574,875
     Interest expense ......................            19,097            15,612
     Other, net ............................               641               299
Total costs and expenses ...................         4,627,038         3,841,514
Earnings before income taxes ...............           191,595           159,860
Income taxes ...............................            74,722            62,345
Net earnings ...............................      $    116,873      $     97,515
Basic earnings per share ...................      $       0.35      $       0.29
Diluted earnings per share .................      $       0.35      $       0.29
Basic average shares outstanding ...........       330,586,514       336,624,083
Diluted average shares outstanding .........       334,811,582       340,244,952
<PAGE>

         The  comparative  financial  data for  fiscal  years  1999 and 1998 are
summarized below.

($000 omitted except for per share data)                For the Period Ended
                                                  July 3, 1999    June 27, 1998
                                                   (53 Weeks)       (52 Weeks)

Total sales ...................................   $  17,422,815   $  15,327,536
Costs and expenses
     Cost of sales ............................      14,207,860      12,499,636
     Operating expenses .......................       2,547,266       2,236,932
     Interest expense .........................          72,839          58,422
     Other, net ...............................             963              53
Total costs and expenses ......................      16,828,928      14,795,043
Earnings before income taxes ..................         593,887         532,493
Income taxes ..................................         231,616         207,672
Earnings before cumulative effect of accounting
     change ...................................         362,271         324,821
Cumulative effect of accounting change ........            --           (28,053)
     Net earnings .............................   $     362,271   $     296,768
Earnings before accounting change:
     Basic earnings per share .................   $        1.09   $        0.95
     Diluted earnings per share ...............   $        1.08   $        0.95
Cumulative effect of accounting change:
     Basic earnings per share .................            --     $       (0.08)
     Diluted earnings per share ...............            --     $       (0.08)
Net earnings:
     Basic earnings per share .................   $        1.09   $        0.87
     Diluted earnings per share ...............   $        1.08   $        0.86
Basic average shares outstanding ..............     332,913,546     340,380,477
Diluted average shares outstanding ............     336,796,669     343,440,181

/CONTACT:  Diane Day Sanders, Vice President and Treasurer of SYSCO Corporation,
281-584-1390/ 09:07 EDT




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