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): March 10, 2000
SYSCO CORPORATION
(Exact name of registrant as specified in charter)
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<S> <C> <C>
Delaware 1-06544 74-1648137
(State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.)
incorporation)
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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)
1119025v1
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ITEM 5. OTHER EVENTS.
On March 10, 2000, SYSCO Corporation ("SYSCO") issued a press release
announcing its results of operations for the quarter-to-date sales and earnings
for the fiscal quarter ending April 1, 2000, and on March 17, 2000 issued a
press release announcing the completion of the acquisition of FreshPoint
Holdings, Inc. (collectively, "Press Releases"). SYSCO hereby incorporates by
reference herein the information set forth in its Press Releases dated March 10,
2000 and March 17, 2000, and a copy of each Press Release is annexed hereto as
Exhibit 99.1 and Exhibit 99.2, respectively.
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 Releases. For further information
on such risk factors, please refer to the "Risk Factors" section of SYSCO's
Registration Statement on Form S-4 (333-30050) filed with the Securities and
Exchange Commission on February 10, 2000.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
Exhibit
Number Description
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99.1 Press Release dated March 10, 2000
99.2 Press Release dated March 17, 2000
-1-
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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: March 23, 2000 By: /s/ John K. Stubblefield Jr.
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John K. Stubblefield Jr.
Executive Vice President, Finance and Administration
EXHIBIT 99.1
SYSCO Expects Robust Third Quarter as Sales and Earnings Momentum Continues
HOUSTON, March 10 /PRNewswire/ -- SYSCO Corporation (NYSE: SYY) announced today
that the company is enjoying strong quarter-to-date sales and earnings as
momentum continues in the third fiscal quarter ending April 1, 2000.
"We are very pleased with our performance at this juncture in the third quarter
and our fundamentals remain intact," said Charles H. Cotros, president and chief
executive officer." This is particularly encouraging in view of the unsettled
nature of the market in recent days and disappointing earnings forecasts that
have been reported for other major corporations," he said.
"Nominal sales growth is exceeding 10 percent, while real sales growth is in the
high single-digit range and we have seen food costs turn from slight deflation
to a few tenths of inflation due to higher meat prices," Mr. Cotros continued.
"Certainly, the mild winter weather across the U.S. has been a positive factor,
but more importantly, our growth strategies and internal initiatives are
favorably impacting our business," he explained.
"We continue to seek non-dilutive acquisitions and the three recently acquired
custom-cut steak operations are exceeding our expectations and are accretive to
results. We have signed a definitive agreement to acquire FreshPoint Holdings,
Inc., a specialty produce house with approximately $750 million in annualized
revenues, and expect to close on this operation by the end of the quarter,
subject to regulatory approvals and other customary conditions. We also added
Watson Foodservice (Lubbock, Texas) to our team in January and have announced
the anticipated construction of new fold-out facilities in Sacramento,
California and Suffolk, Virginia, which should be completed in the mid calendar
year 2001 to enhance customer service in those areas."
Continuing his comments, Mr. Cotros said, "Our C.A.R.E.S. initiative (Customers
Are Really Everything to SYSCO) reaffirms our commitment to excellent customer
service and has been instrumental in building customer loyalty. In addition, our
focus on increasing both marketing associate-served sales and SYSCO Brand sales
continues to produce positive results and we remain committed to supporting and
growing our marketing associate sales force. Lastly, our industry-leading
technology is providing benefits not previously available which is allowing us
to manage and conduct our business more efficiently and productively.
"The effects of all these elements and our momentum quarter-to-date indicate
that this quarter will be strong," Mr. Cotros said in summary. "As a result, we
now believe that an earnings per share estimate range of 26 cents to 28 cents,
at the higher end of the 24 cents to 28 cents published by Wall Street analysts,
is more appropriate."
SYSCO, listed on the New York Stock Exchange, is the largest foodservice
marketing and distribution organization in North America. Generating in excess
of$18.5 billion in annualized sales based on first half fiscal 2000 results, the
company provides food and related products and services to approximately 325,000
restaurants, healthcare and educational facilities, lodging establishments and
other foodservice customers. The SYSCO distribution network extends throughout
the entire contiguous United States, as well as Alaska and portions of Canada.
Forward-Looking Statements
Certain statements made herein are forward-looking statements under the Private
Securities Litigation Reform Act of 1995. They include statements regarding
annualized sales, sales momentum, earnings growth, continued strength of SYSCO
brand products, industry growth, fiscal 2000 projections, construction
schedules, improved operating efficiencies and productivity related to
information systems and the ability of SYSCO to realize expected synergies
following acquisitions. These statements involve risks and uncertainties and are
based on current expectations and management's estimates; actual results may
differ materially. Those risks and uncertainties that could impact these
statements include matters impacting construction schedules including, but not
limited to, land purchases, weather, ability to obtain permits and labor issues;
the possibility that the company's information systems will not operate as
anticipated and therefore not provide the company with the expected competitive
edge; the risks relating to the foodservice distribution industry's relatively
low profit margins and sensitivity to economic conditions; SYSCO's leverage and
debt risks; the successful completion and integration of acquisitions; the risk
of interruption of supplies due to lack of long-term contracts, severe weather,
work stoppages or otherwise; and other risk factors detailed in SYSCO's Form
10-K for the fiscal year ended July 3, 1999 filed with the Securities and
Exchange Commission.
SOURCE SYSCO Corporation
CONTACT: Toni R. Spigelmyer, Assistant Vice President, Investor and Media
Relations of SYSCO Corporation, 281-584-1390/
EXHIBIT 99.2
SYSCO Corporation Completes Acquisition of FreshPoint Holdings, Inc
HOUSTON, March 17 /PRNewswire/ -- SYSCO Corporation (NYSE: SYY), the leading
foodservice marketing and distribution organization in North America, announced
today that the acquisition of FreshPoint Holdings, Inc. has been completed.
Commenting on the agreement, Charles H. Cotros, SYSCO's president and chief
executive officer, said, "The produce industry has expanded rapidly over the
last five years, and is expected to continue growing this decade at an annual
rate of four to five percent. The addition of FreshPoint, one of America's
premier produce distributors, is in line with our product penetration
initiatives."
"FreshPoint's product expertise, strategic locations and specialized delivery
capabilities will allow us to pursue our objective of being the leading national
produce supplier," added Thomas E. Lankford, SYSCO's executive vice president,
merchandising services and multi-unit sales. "By combining their purchasing
power with ours, we will be able to offer customers a breadth of specialty
products that previously was unavailable through our broadline distribution
companies, which will allow them to enhance their menus with an even greater
assortment of consistent quality fresh produce from sources throughout the
world."
As previously announced, Mr. Lankford will assume the role of executive vice
president, foodservice operations and FreshPoint, Inc. effective July 2. In his
new position he will be responsible for overseeing SYSCO's traditional operating
company functions nationwide, as well as the FreshPoint specialty produce
operation. Mitt Parker, FreshPoint's president and chief executive officer, who
will become a senior vice president of SYSCO, will be reporting to Mr. Lankford.
The five current senior vice presidents of operations, each of whom has
responsibility for 10 to 12 traditional operating companies, also will be
reporting to him.
"We're very excited to become a part of the nation's leading foodservice
distribution company," Mr. Parker said. "Together, SYSCO and FreshPoint can
enhance the national scope of products and services currently provided to
customers. For example, we will be able to provide customers with a full range
of tomato products such as vine-ripened and hot-house tomatoes on a year-round
basis, and fresh fruits and vegetables in packaging sized to their own
specifications."
FreshPoint Holdings, Inc., headquartered in Dallas, Texas, is one of the largest
foodservice and wholesale produce distribution companies in North America. The
company has a network of 28 facilities located in California, Colorado, Florida,
Georgia, Nevada, Texas and Washington, D.C., as well as the Canadian provinces
of British Columbia and Alberta. Its annualized sales of approximately $750
million approaches the $1 billion in produce sales that SYSCO generated in
fiscal 1999.
SYSCO, listed on the New York Stock Exchange, is the largest foodservice
marketing and distribution organization in North America. Generating annualized
sales in excess of $18.5 billion based on the results of the first half of
fiscal 2000, SYSCO provides its products and services to about 325,000
customers. The SYSCO distribution network currently extends throughout the
entire contiguous United States and Alaska as well as portions of Canada.
Safe Harbor Statement under the Private Securities Litigation Reform Act of
1995:
Certain statements made herein are forward-looking statements under the Private
Securities Litigation Reform Act of 1995. They include statements regarding
annualized sales, growth of the produce industry, growth of the foodservice
distribution industry and the ability of SYSCO to realize expected synergies
following the acquisition. These statements involve risks and uncertainties and
are based on current expectations and management's estimates; actual results may
differ materially. Those risks and uncertainties that could impact these
statements include the risk and uncertainty relating to sensitivity to
conditions in the economy, the foodservice distribution industry's relatively
low profit margins, SYSCO's leverage and debt risks, the risk of interruption of
supplies due to lack of long-term contracts, work stoppages or otherwise, the
successful integration of acquisitions, and other risk factors detailed in
SYSCO's Form 10-K for the fiscal year ended July 3, 1999 filed with the
Securities and Exchange Commission.
SOURCE SYSCO Corporation
CONTACT: Toni R. Spigelmyer, Assistant Vice President, Investor and Media
Relations of SYSCO Corporation, 281-584-1458/
