As filed with the Securities and Exchange Commission on February 10, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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SYSCO CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 5140 74-1648137
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of incorporation or Industrial Classification Identification No.)
organization) Code Number)
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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)
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MICHAEL C. NICHOLS
Vice President, General Counsel and Assistant Secretary
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
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
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. [ ]
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<CAPTION>
CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered (1) Offering Price Aggregate Offering Registration
Per Share(2) Price(2) Fee(3)
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Common Stock $1.00 2,850,000 Shares $32.625 $92,981,250 $24,547.05
par value per share
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</TABLE>
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(1) This Registration Statement covers shares which may be offered from time to
time by the Company in connection with certain acquisition transactions.
(2) Estimated solely for the purpose of calculating the registration fee.
Calculated in accordance with Rule 457(c) based upon the average of the high and
low closing prices for the Common Stock as reported on the New York Stock
Exchange on February 8, 2000 of $32.625 with respect to the shares registered on
this registration statement.
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.
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The information in this Prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state in which the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED FEBRUARY 10, 2000
PROSPECTUS
SYSCO CORPORATION
2,850,000 SHARES OF COMMON STOCK
With this prospectus, we may offer and issue, from time to time, up to
2,850,000 shares of common stock in connection with acquisitions of other
businesses or assets. We may structure the acquisitions of businesses as:
* a merger with SYSCO or a subsidiary of SYSCO;
* a purchase of some or all of the stock of the other business; or
* a purchase of some or all of the assets of the other business.
We will negotiate the price and other terms of the acquisitions with the
owners of the businesses that are acquired. We will pay all expenses of the
offering of these shares. We will not pay underwriting discounts or concessions,
although fees may be paid to persons who bring specific acquisitions to our
attention. Any person receiving such fees may be deemed to be an underwriter
within the meaning of the Securities Act of 1933.
Please read the risk factors beginning on page 3 for information that you
should consider before accepting stock as all or part of the purchase price for
our acquisition of your business or assets.
Our common stock is traded on the New York Stock Exchange under the symbol
"SYY". On February 8, 2000, the last sale price of our common stock as reported
on the New York Stock Exchange was $32.75 per share.
The date of this Prospectus is February 10, 2000.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.
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TABLE OF CONTENTS
PAGE
PROSPECTUS SUMMARY................................................2
ABOUT THIS PROSPECTUS.............................................3
RISK FACTORS......................................................3
FORWARD LOOKING STATEMENTS........................................5
USE OF PROCEEDS...................................................5
PLAN OF DISTRIBUTION..............................................5
RESTRICTIONS ON RESALE............................................6
DESCRIPTION OF CAPITAL STOCK......................................7
LEGAL MATTERS....................................................12
EXPERTS..........................................................12
WHERE YOU CAN FIND MORE INFORMATION..............................12
You should rely only on the information incorporated by reference or
provided in this prospectus. We have not authorized anyone else to provide you
with different information. If anyone provides you with different or
inconsistent information, you should not rely on it. We may not make an offer of
the shares until the registration statement filed with the Securities and
Exchange Commission is declared effective. This prospectus is not an offer to
sell the shares and is not soliciting an offer to buy these shares in any state
where the offer or sale is not permitted. You should not assume that the
information in this prospectus is accurate as of any date other than the date on
the front page of this prospectus. Our business, financial condition, results of
operations and prospects may have changed since that date.
This prospectus incorporates important business and financial information
about SYSCO that is not included in or delivered with this prospectus. This
information is available without charge to potential investors upon written or
oral request to Toni Spigelmyer, 1390 Enclave Parkway, Houston, Texas
77077-2099; Telephone No. (281) 584-1390. Requests must be made at least 5
business days before the date on which an investor purchases shares of common
stock.
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PROSPECTUS SUMMARY
This summary highlights information contained in other parts of this
prospectus or incorporated by reference herein. It is not complete and may not
contain all of the information that you should consider before investing in the
shares. You should read the entire prospectus carefully.
As used in this prospectus, the terms "we," "us," "our" and "SYSCO" mean
SYSCO Corporation and its subsidiaries, and the term "common stock" means SYSCO
common stock, $1.00 par value. Unless otherwise stated, reference to a "year" in
this prospectus means our fiscal year, which ends on the Saturday closest to
June 30 of each year.
We intend to use this prospectus to acquire companies or assets of
businesses that are similar or complementary to our own.
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 325,000 customers, including:
* restaurants;
* healthcare and educational facilities;
* lodging establishments; and
* other foodservice customers throughout the entire continental United
States, as well as portions of Alaska 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:
* a full line of frozen foods, such as meats, fully prepared entrees,
fruits, vegetables and desserts;
* a full line of canned and dry goods;
* fresh meats;
* imported specialties; and
* fresh produce.
SYSCO 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.
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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 July 30, 1999, SYSCO acquired by merger Newport Meat Co., Inc., located
in southern California. Newport distributes fresh aged beef and other meats,
seafood and poultry products.
On August 20, 1999, SYSCO acquired substantially all of the assets of
Buckhead Beef Company, located in Atlanta, Georgia. Buckhead Beef processes,
packages and distributes meat and poultry products to restaurants and other
commercial enterprises in the Southeastern United States.
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 November 19, 1999, SYSCO acquired substantially all of the assets of
Malcolm Meats, Inc., located in Northwood, Ohio. Malcolm Meats distributes
custom cut fresh steaks and other meats and poultry products.
On January 26, 2000, SYSCO acquired by merger Watson Institutional Foods,
Inc., located in Lubbock, Texas. Watson distributes a variety of food and
related products and equipment to a broad range of food service customers.
On January 6, 2000, SYSCO entered into a letter of intent to acquire by
merger FreshPoint Holdings, Inc. located in Dallas, Texas, a foodservice and
wholesale produce distribution company. FreshPoint's fiscal 1999 sales were
approximately $750 million.
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission which will allow us to issue, from time to
time, up to 2,850,000 shares of our common stock in connection with acquisitions
of other businesses or assets. When we issue common stock under the registration
statement we may provide a prospectus supplement that will contain specific
information about the terms of that offering. The prospectus supplement may also
add, update or change information contained in this prospectus. You should read
both this prospectus and any prospectus supplement together with additional
information described under the heading "WHERE YOU CAN FIND MORE INFORMATION."
RISK FACTORS
You should consider carefully the following risks before you accept our
common stock as all or part of the purchase price for our acquisition of your
business. If any of the following risks actually occur, our business, financial
condition or results of operations would likely suffer. In addition, the trading
price of our common stock could decline, and you may lose all or part of your
investment in our common stock. These risks are described in detail below.
SYSCO IS IN A LOW MARGIN BUSINESS AND ITS PROFITABILITY MAY BE NEGATIVELY
IMPACTED DURING PERIODS OF FOOD PRICE DEFLATION
The foodservice distribution industry is characterized by relatively high
inventory turnover with relatively low profit margins. SYSCO makes a significant
portion of its sales at prices that are based on the cost of products it sells
plus a percentage markup. As a result, SYSCO's profit levels may be negatively
impacted during periods of food price deflation, even though SYSCO's gross
profit percentage may remain relatively constant. The foodservice industry is
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sensitive to national and economic conditions. SYSCO's operating results also
are sensitive to, and may be adversely affected by other factors, including
difficulties with the collectability of accounts receivables, inventory control,
competitive price pressures, severe weather conditions and unexpected increases
in fuel or other transportation-related costs. Although such factors have not
had a material adverse impact on SYSCO's past operations, there can be no
assurance that one or more of these factors will not adversely affect future
operating results.
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.
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:
* job actions or strikes by employees of suppliers;
* weather;
* crop conditions;
* transportation interruptions; and
* natural disasters or other catastrophic events.
SYSCO's inability 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 CANNOT RENEGOTIATE ITS UNION CONTRACTS, ITS PROFITABILITY MAY
DECREASE BECAUSE OF WORK STOPPAGES
As of July 3, 1999, 7,641 SYSCO employees were members of 45 different
local unions associated with the International Brotherhood of Teamsters and
other labor organizations, at 34 operating companies. In fiscal 2000, 18
agreements covering 2,557 employees will expire. Failure to effectively
renegotiate these contracts could result in work stoppages. Although SYSCO has
not experienced any significant labor disputes or work stoppages to date, and
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believes it has satisfactory relationships with its unions, a work stoppage due
to failure to renegotiate a union contact, or otherwise, could have a material
adverse effect on SYSCO.
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.
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.
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:
* the statements discuss our future expectations;
* the statements contain projections of our future results of operations or
of our financial condition; and
* the statements state other "forward-looking" information.
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 shares of common stock which may be offered and
issued by SYSCO from time to time in connection with acquisitions of other
businesses or assets. Other than the businesses or assets acquired, there will
be no proceeds to SYSCO from these offerings.
PLAN OF DISTRIBUTION
We propose to issue and sell the shares of common stock offered by this
prospectus in connection with acquisitions of other businesses or assets. We
will offer the shares of common stock on terms to be determined at the time of
sale. These shares of common stock may be issued:
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* in a merger of other business entities with SYSCO or a subsidiary of
Sysco,
* in exchange for shares of capital stock, partnership interests or other
assets representing an interest, direct or indirect, in these entities,
* in exchange for assets used in or related to the business of these
entities, or
* otherwise pursuant to agreements providing for the acquisitions.
The consideration for the acquisitions may consist of common stock, cash,
notes or other evidences of indebtedness, assumption of liabilities or a
combination thereof. In addition, we may lease property from, and enter into
management agreements and consulting and noncompetition agreements with, the
former owners and key executive personnel of the businesses to be acquired. The
terms of the acquisitions and of the issuance of any shares of common stock in
connection therewith will generally be determined by direct negotiations with
the owners of the business or assets to be acquired or, in the case of entities
which are more widely held, through exchange offers to stockholders or documents
soliciting the approval of statutory mergers, consolidations or sales of assets.
Underwriting discounts or commissions will generally not be paid by us. However,
under certain circumstances, we may issue shares of common stock covered by this
prospectus to pay brokers' commissions incurred in connection with acquisitions.
For a description of our common stock, see "Description of Capital Stock."
RESTRICTIONS ON RESALE
The common stock offered by this prospectus has been registered under the
Securities Act, but this registration does not cover resale or distribution of
the common stock by persons who receive our common stock in acquisition
transactions.
Affiliates of entities that we acquire who do not become affiliates of
SYSCO may not resell common stock under the registration statement to which this
prospectus relates unless:
* pursuant to an effective registration statement under the Securities Act
covering the shares; or
* in compliance with Rule 145 under the Securities Act or another
applicable exemption from the registration requirements of the Securities Act.
Generally, Rule 145 permits these affiliates to sell the shares immediately
following the acquisition in compliance with certain volume limitations and
manner of sale requirements of Rule 144 under the Securities Act. In general,
under Rule 144, a stockholder who owns eligible securities is entitled to sell,
within any three-month period, a number of these securities that does not exceed
the greater of:
* one percent of the then outstanding shares of common stock; or
* the average weekly trading volume in the common stock on the New York
Stock Exchange during the four calendar weeks preceding the sale.
Sales by these affiliates also may be made only in brokers' transactions or
transactions directly with market makers.
These restrictions will cease to apply under most other circumstances if
the affiliate has held the shares of common stock offered by this prospectus for
at least one year, provided that the person or entity is not then an affiliate
of SYSCO. Individuals who are not affiliates of the company being acquired will
not be subject to resale restrictions under Rule 145 and may resell the shares
of common stock offered by this prospectus immediately following the
acquisition.
In addition to the resale limitations imposed by federal securities laws
described above, we may require that persons who receive our common stock in
connection with an acquisition agree to hold stock for a certain period from the
date it is received.
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Additional restrictions may apply if the acquisition will be accounted for
under the pooling-of-interests method of accounting.
In addition, affiliates of SYSCO must comply with the restrictions and
requirements of Rule 144, other than the one-year holding period requirement, to
sell shares of common stock which are not restricted securities.
DESCRIPTION OF CAPITAL STOCK
The following description of our capital stock is based upon our
Certificate of Incorporation, as amended, our Bylaws, as amended, and applicable
provisions of law. We have summarized certain portions of the Certificate of
Incorporation and Bylaws below. The summary is not complete. The Certificate of
Incorporation has been filed as an exhibit to our Form 10-K for the year ended
June 27, 1997, as amended by an amendment shown on page 18 of our definitive
proxy statement filed with the SEC on September 17, 1999. The Bylaws have been
filed as an exhibit to our Form 10-K for the year ended July 3, 1999. You should
read the Certificate of Incorporation and Bylaws for the provisions that are
important to you.
Certain provisions of the Delaware General Corporation Law ("DGCL"), the
Certificate of Incorporation and the Bylaws summarized in the following
paragraphs may have an anti-takeover effect. This may delay, defer or prevent a
tender offer or takeover attempt that a stockholder might consider in its best
interests, including those attempts that might result in a premium over the
market price for its shares.
Authorized Capital Stock
Our Certificate of Incorporation authorizes us to issue one billion shares
of common stock, par value $1.00 per share, and 3.5 million shares of preferred
stock, par value $1.00 per share.
Common Stock
Subject to the rights of the holders of any preferred stock which may be
outstanding, each holder of common stock is entitled to receive any dividends
our Board of Directors declares out of funds legally available to pay dividends.
If we liquidate our business, holders of common stock are entitled to share
equally in any distribution of our assets after we pay our liabilities and the
liquidation preference of any outstanding preferred stock. Each holder of common
stock is entitled to one vote per share, and is entitled to vote on all matters
presented to a vote of stockholders, including the election of directors.
Holders of common stock have no cumulative voting rights or preemptive rights to
purchase or subscribe for any stock or other securities. In addition, there are
no conversion rights or redemption or sinking fund provisions. On December 31,
1999, there were 329,555,347 shares of common stock issued and outstanding. The
common stock is admitted for trading on the New York Stock Exchange.
The Certificate of Incorporation contains no restrictions on the
alienability of the common stock. Except as disclosed in the sections entitled
"Charter and Bylaw Provisions," "Anti-Takeover Provision" and "SYSCO Rights
Plan" below, there are no provisions in the Certificate of Incorporation or
Bylaws or any agreement or plan involving SYSCO that would discriminate against
any existing or prospective holder of common stock as a result of a holder
owning a substantial amount of common stock.
All issued common stock is fully paid and non-assessable, and all the
common stock offered hereby, when issued and delivered as contemplated hereby,
will be fully paid and non-assessable.
Each share of common stock has Rights attached to it, as described in the
Section entitled "SYSCO Rights Plan" below.
Preferred Stock
Under the Certificate of Incorporation, our Board of Directors has the
authority to
* create one or more series of preferred stock,
* issue shares of preferred stock in any series up to the maximum number of
shares of preferred stock authorized, and
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* determine the preferences, rights, privileges and restrictions of any
series.
Our Board may issue authorized shares of preferred stock, as well as
authorized but unissued shares of common stock, without further stockholder
action, unless stockholder action is required by applicable law or by the rules
of a stock exchange or quotation system on which any series of our stock may be
listed or quoted.
The only series of preferred stock currently authorized by the Board is the
Series A Junior Participating Preferred Stock. No shares of this series are
outstanding. For a description of this series, see the section entitled "SYSCO
Rights Plan" below.
All shares of preferred stock offered will be fully paid and
non-assessable. Any shares of preferred stock that are issued will have priority
over the common stock with respect to dividend or liquidation rights or both.
Our Board of Directors could create and issue a series of preferred stock
with rights, privileges or restrictions which effectively discriminate against
an existing or prospective holder of preferred stock as a result of the holder
beneficially owning or commencing a tender offer for a substantial amount of
common stock. One of the effects of authorized but unissued and unreserved
shares of capital stock may be to make more difficult or discourage an attempt
by a potential acquirer to obtain control of our company by means of a merger,
tender offer, proxy contest or otherwise. This protects the continuity of our
management. The issuance of these shares of capital stock may deter or prevent a
change in control of our company without any further stockholder action.
Non-cumulative Voting
The common stock does not have cumulative voting rights, which means that
the holders of more than 50% of the shares voting for the election of directors
can elect all the directors to be elected and the holders of the remaining
shares voting for the election of directors will not be able to elect any
director.
Charter and Bylaw Provisions
Classified Board of Directors. Our Board of Directors is divided into three
classes. The term of office of the first class expires at the 2000 annual
meeting, the term of office of the second class expires at the 2001 annual
meeting, and the term of office of the third class expires at the 2002 annual
meeting. At each annual meeting, a class of directors will be elected to replace
the class whose term has just expired. As a result, approximately one-third of
the members of our Board of Directors will be elected each year and, generally,
each of the directors serves a staggered three-year term.
These provisions could prevent a stockholder or a group of stockholders
having majority voting power from obtaining control of our Board of Directors
until the second annual meeting following the date the stockholder obtains
majority voting power. These provisions could have the effect of discouraging a
potential acquirer from making a tender offer or otherwise attempting to obtain
control of our company.
Special Meetings. Only our Board, our Chairman of the Board or our
President may call a special meeting of stockholders. These provisions may make
it more difficult for stockholders to take action opposed by our Board.
Advance Notice Provisions. Stockholders seeking to nominate candidates to
be elected as directors at an annual meeting or to bring business before an
annual meeting must comply with an advance written procedure. Only persons who
are nominated by or at the direction of our Board, or by a stockholder who has
given timely written notice to our Secretary before the meeting to elect
directors, will be eligible as directors. At any stockholders' meeting the
business to be conducted is limited to business brought before the meeting by or
at the direction of the Board of Directors, or a stockholder who has given
timely written notice to our Secretary of its intention to bring business before
an annual meeting. A stockholder must give notice which is received at our
principal executive offices in writing not less than 90 days nor more than 130
days prior to the date of the anniversary of the previous year's annual meeting.
However, if the annual meeting is scheduled to be held on a date more than 30
days prior to or delayed by more than 60 days after the anniversary date, notice
by the stockholder in order to be timely must be received not later than the
later of the close of business 90 days prior to the annual meeting or the tenth
day following the day on which the notice of the date of the annual meeting was
mailed or public disclosure of the date of the annual meeting was first made by
SYSCO. In the case of a special meeting of stockholders called for the purpose
of electing directors, a stockholder must give notice to nominate a director not
later than the close of business on the tenth day following the day notice of
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the special meeting was mailed to stockholders or public disclosure of the date
of the meeting was first made by SYSCO. A stockholder's notice must also contain
certain information specified in the Bylaws. These provisions may preclude or
deter some stockholders from bringing matters before, or making nominations for
directors at, an annual meeting. The Certificate of Incorporation and Bylaws of
SYSCO provide that 35% of the shares entitled to vote at a meeting shall
constitute a quorum except as otherwise required by law.
Amendment of Charter and Bylaw Provisions. Our Board may adopt, amend or
repeal any provision of the Bylaws. The Board may delegate this power to the
stockholders. Amendments to the Certificate of Incorporation require Board
approval and the affirmative vote of a majority of the outstanding voting stock.
Anti-Takeover Provision
In general, the Certificate of Incorporation prohibits SYSCO from engaging
in a "business combination" with an "interested stockholder" unless:
(a) the business combination is approved by a majority of the continuing
directors of SYSCO,
(b) the business combination is authorized at a special meeting of
stockholders called for that purpose, and not by written consent, by the
affirmative vote of at least 80% of the outstanding voting stock, or
(c) all of the following conditions are met:
(i) the consideration to be received by holders of shares of a particular
class of outstanding voting stock shall be in cash or in the same form of
consideration as the interested stockholder has paid for shares of voting stock
within the two years prior to the business combination.
(ii) the aggregate amount of the cash and the fair market value of other
consideration to be received per share by holders of common stock in the
business combination shall be at least equal to the highest of the following:
(A) (if applicable) the highest per share price paid by the interested
stockholder for any shares of common stock acquired within the two year period
immediately prior to the announcement of the business combination; or
(B) the fair market value per share of common stock on the
announcement date of the business combination or on the determination date,
whichever is higher; or
(C) (if applicable) the price per share equal to the fair market value
per share of the common stock multiplied by the ratio of (1) the highest per
share price paid by the interested stockholder for any shares of common stock
acquired by it within the two year period immediately prior to the announcement
date to (2) the fair market value per share of common stock on the first day in
this two year period upon which the interested stockholder acquired any shares
of common stock; or
(D) an amount per share determined by multiplying the earnings per
share of common stock for the four full consecutive fiscal quarters of SYSCO
immediately preceding the business combination by the then price/earnings
multiple (if any) of the interested stockholder as customarily computed and
reported in the financial community;
(iii) the aggregate amount of the cash and the fair market value of other
consideration to be received per share by holders of shares of any other class
of outstanding voting stock shall be at least equal to the highest of the
following:
(A) (if applicable) the highest per share price paid by the interested
stockholder for any shares of this class of voting stock acquired by it within
the two year period immediately prior to the announcement date or the
determination date, whichever is higher, plus interest; or
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(B) (if applicable) the highest preferential amount per share to which
the holders of shares of the class of voting stock are entitled in the event of
any voluntary or involuntary liquidation, dissolution or winding up of the
corporation; or
(C) the fair market value per share of the class of voting stock on
the announcement date or on the determination date, whichever is higher; or
(D) (if applicable) the price per share equal to the fair market value
per share of the class of voting stock multiplied by the ratio of (1) the
highest per share price paid by the interested stockholder for any shares of the
class of voting stock acquired by it within the two year period immediately
prior to the announcement date to (2) the fair market value per share of that
class of voting stock on the first day in this two-year period upon which the
interested stockholder acquired any shares of such class of voting stock.
(iv) after the interested stockholder has become an interested
stockholder and prior to the consummation date of the business combination:
(A) except as approved by a majority of the continuing directors,
there shall have been no failure to declare and pay at the regular date therefor
any full quarterly dividends on the outstanding preferred stock, if any;
(B) there shall have been (1) no reduction in the annual rate of
dividends paid on the common stock, except as approved by a majority of the
continuing directors, and (2) there shall have been an increase in such annual
rate of dividends as necessary to reflect any reclassification (including any
reverse stock split), recapitalization, reorganization or any similar
transaction which has the effect of reducing the number of outstanding shares of
common stock, unless the failure so to increase the annual rate is approved by a
majority of the continuing directors; and
(C) the interested stockholder shall have not become the beneficial
owner of any additional shares of voting stock except as part of the transaction
which results in the interested stockholder becoming an interested stockholder.
(v) after the interested stockholder has become an interested
stockholder, the interested stockholder shall not have received the benefit,
directly or indirectly (except proportionately as a stockholder) of any loans,
advances, guarantees, pledges or other financial assistance or any tax credits
or other tax advantage provided by SYSCO.
(vi) a proxy or information statement describing the proposed business
combination and complying with the applicable securities law requirements shall
be mailed to public stockholders of the corporation at least 30 days prior to
the consummation of the business combination.
A "business combination" includes a merger, consolidation, asset sale, or
other similar transaction resulting in a financial benefit to the interested
stockholder. An "interested stockholder" is a person who, together with
affiliates and associates, beneficially owns 10% or more of the corporation's
voting stock. The "determination date" is the date on which an interested
stockholder became an interested stockholder. A "continuing director" is any
member of the Board of Directors who is not an affiliate of the interested
stockholder and was a member of the Board of Directors prior to the time that
the interested stockholder became an interested stockholder, and any successor
of a continuing director who is not an affiliate of the interested stockholder
and is recommended to succeed a continuing director by a majority of the
continuing directors then on the Board.
Liability and Indemnification of Directors and Officers
Certain provisions of the DGCL and the Certificate of Incorporation and the
Bylaws relate to the limitation of liability and indemnification of our
directors and officers. These various provisions are described below.
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Our Certificate of Incorporation provides that our directors are not
personally liable to us or our stockholders for monetary damages for breach of
their fiduciary duties as directors to the fullest extent permitted by the DGCL.
Under the DGCL, directors would not be personally liable to us or our
stockholders for monetary damages for breach of their fiduciary duties as a
director, except for
(a) any breach of the director's duty of loyalty to us or our stockholders,
(b) acts or omissions not in good faith or involving intentional misconduct
or a knowing violation of law,
(c) any transaction from which the director derived improper personal
benefit, or
(d) the unlawful payment of dividends or unlawful stock repurchases or
redemptions.
This exculpation provision may have the effect of reducing the likelihood
of derivative litigation against directors and may discourage or deter
stockholders or us from bringing a lawsuit against our directors for breach of
their fiduciary duties as directors. However, the provision does not affect
equitable remedies such as an injunction or rescission from being available.
We will indemnify and hold harmless to the fullest extent permitted by the
DGCL each person who was or is a party or is threatened to be made a party to
any threatened, pending or completed action or proceeding. These include civil,
criminal, administrative or investigative proceedings, if that person is or was
a director, officer, employee or agent of SYSCO or is or was serving at our
request as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise. We will also pay the
expenses incurred in connection with these proceedings before their final
disposition to the fullest extent authorized by the DGCL.
We have entered into indemnification agreements with our directors. These
agreements provide the director with the indemnification rights currently
provided in our Certificate of Incorporation and Bylaws. The agreements also
provide that the director will continue to be entitled to these indemnification
rights as long as he or she serves as a director of SYSCO even if the
Certificate of Incorporation or Bylaws are amended to modify the indemnification
provisions, and that the director will be entitled to these indemnification
rights after his or her service is completed, for as long as the director is
exposed to any potential liability by reason of his or her service as a director
of SYSCO.
We purchase and maintain insurance on behalf of any person who is or was a
director or officer of SYSCO or is or was serving at our request as a director
or officer of a nonprofit corporation or organization against any liability
asserted against him or her and incurred by him or her in any such capacity, or
arising out of his or her status, whether or not we would have the power or the
obligation to indemnify him or her against the liability under the Certificate
of Incorporation. SYSCO intends to amend its policy to extend this coverage to
persons serving at our request as managers of affiliated limited liability
companies.
Transfer Agent and Registrar
The Transfer Agent and Registrar for the common stock is Bank Boston, N.A.
SYSCO Rights Plan
Under SYSCO's Amended and Restated Rights Agreement, as amended in May
1999, each share of SYSCO common stock has attached to it one-half of one
preferred stock purchase right. Each right entitles the holder to purchase from
SYSCO one two-thousandth of a share of SYSCO's junior preferred stock at a price
of $175 per one two-thousandth of a share.
The rights are not exercisable until the earliest to occur of:
* a public announcement that, without the prior consent of the Board of
Directors of SYSCO, a person or group has acquired or obtained the right to
acquire beneficial ownership of 10% or more of the outstanding shares of SYSCO
common stock; or
* ten business days, or such later date as the Board may determine,
following the commencement or announcement of an intention, which is not
subsequently withdrawn, to make a tender offer or exchange offer which would
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result in any person or group having beneficial ownership of 10% or more of the
outstanding shares of SYSCO common stock without the prior consent of the Board
of Directors.
Upon the occurrence of either of the events described above, each holder of
a right will have a 60 day period to exercise a right to receive securities. The
60-day period will begin on the later of:
* the date of this occurrence,
* the effectiveness of any registration statement, or
* a longer period set by the Board of Directors.
Upon exercise of this right, each holder will receive that number of units
of one two-thousandths of a share of preferred stock, or, in some cases, common
stock or other securities, having an average market value during a specified
time period immediately prior to the occurrence of two times the exercise price
of the right.
In addition, if SYSCO is acquired in a merger or other business combination
transaction or 50% or more of SYSCO's assets or earning power is sold, each
right will entitle the holder to receive, upon the exercise of the right, that
number of shares of common stock of the acquiring company with a market value of
two times the exercise price of the right.
Because an acquiring person or group is not entitled to exercise purchase
rights that relate to its shares, the acquiring person's or group's ownership of
SYSCO would be severely diluted if the other stockholders exercise their right
to purchase the preferred stock, which has preferential dividends, liquidation,
voting and other rights. Therefore, the effect of the rights agreement is to
encourage any person or group who wants to acquire SYSCO to negotiate with the
SYSCO Board to agree on the terms of the transaction.
Prior to there being an occurrence described above, SYSCO may redeem the
rights at a price of $0.01 per right. The rights will expire on May 31, 2006,
unless earlier redeemed by SYSCO.
The rights have certain anti-takeover effects. The rights will cause
substantial dilution to a person or group that attempts to acquire SYSCO without
conditioning the offer on the rights being redeemed or a substantial number of
rights being acquired. However, the rights generally should not interfere with
any merger or other business combination approved by the Board of Directors,
including acquisitions in connection with this prospectus.
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 February 9, 2000, 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 July 3, 1999 and June 27,
1998, 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 July 3, 1999, 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.
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.
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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:
* SYSCO's Annual Report on Form 10-K for the fiscal year ended July 3,
1999;
* SYSCO'S Current Report on Form 8-K filed with the SEC on August 30, 1999;
* SYSCO's Quarterly Report on Form 10-Q for the fiscal quarter ended
October 2, 1999;
* SYSCO's Current Report on Form 8-K filed with the SEC on October 21,
1999;
* SYSCO's Current Report on Form 8-K filed with the SEC on January 21,
2000;
* 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.
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 20. Indemnification of Officers and Directors
The Registrant is a Delaware corporation. Section 145 of the Delaware
General Corporation Law provides for indemnification of officers, directors and
other persons for losses and expenses incurred under certain circumstances. The
Registrant's Restated Certificate of Incorporation provides for indemnification
to the fullest extent permitted by Section 145. Pursuant to the Registrant's
By-laws, the Registrant maintains insurance on behalf of, and may indemnify,
officers, directors, employees and agents of the Registrant against any
liability asserted against them or incurred by them in any such capacity, or
arising out of their status as such. The Registrant has entered into
indemnification agreements with all of its directors providing for
indemnification of the directors against liability asserted against them as
directors.
Item 21. Exhibits and Financial Statement Schedules
(a) Exhibits
5.1* Opinion of Arnall Golden & Gregory, LLP with respect to
legality of the securities to be registered
15.1* Letter re unaudited financial statements
23.1* Consent of Arthur Andersen LLP
23.2 Consent of Arnall Golden & Gregory, LLP (included in the
opinion filed as Exhibit 5.1 to this Registration Statement)
24.1 Powers of Attorney (included in the signature page of this
Registration Statement)
- ------------------------------
*Filed herewith
(b) Financial Statement Schedules -- None
(c) Report, Opinion or Appraisal - Furnished as part of the prospectus
Item 22. 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 of 1933;
(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
II-1
<PAGE>
(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 of 1933, 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.
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 prior to any public reoffering of the securities
registered hereunder through the use of a prospectus which is a part of this
registration statement, by any person or party who is deemed to be an
underwriter within the meaning of Rule 145(c), the Registrant undertakes that
such reoffering prospectus will contain the information called for by the
applicable registration form with respect to reofferings by persons who may be
deemed underwriters, in addition to the information cal by the other items of
the applicable form.
5. That every prospectus (i) that is filed pursuant to the
paragraph immediately preceding, or (ii) that purports to meet the requirements
of Section 10(a)(3) of the Securities Act of 1933 and is used in connection with
an offering of securities subject to Rule 415, will be filed as part of an
amendment to the registration statement and will not be used until such
amendment is effective, and that, for the purposes of determining any liability
under the Securities Act of 1933, 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.
6. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification again 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 of 1933 and will be governed by the final adjudication of such
issue.
7. That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 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.
(b) The undersigned registrant hereby undertakes to respond to
requests for information that is incorporated by reference into the prospectus
pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of
receipt of such request, and to send the incorporated documents by first-class
mail or other equally prompt means. This includes information contained in
documents filed subsequent to the effective date of the registration statement
through the date of responding to the request.
(c) The undersigned registrant hereby undertakes to supply by means of
a post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Houston and
State of Texas, on the 9th day of February, 2000.
SYSCO CORPORATION
By: /s/Charles H. Cotros
--------------------------
Charles H. Cotros
President and Chief Executive Officer
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 Charles H. Cotros, 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.
SIGNATURE TITLE DATE
/s/Charles H. Cotros President and Chief February 9, 2000
- -------------------------- Executive Officer and Director
Charles H. Cotros (principal executive officer)
/s/John K. Stubblefield, Jr. Executive Vice President February 9, 2000
- -------------------------- Finance and Administration
John K. Stubblefield, Jr. principal financial and
accounting officer)
/s/Bill M. Lindig Chairman of the Board of February 9, 2000
- -------------------------- Directors
Bill M. Lindig
/s/John W. Anderson Director February 9, 2000
- --------------------------
John W. Anderson
/s/Gordon M. Bethune Director February 9, 2000
- --------------------------
Gordon M. Bethune
/s/Colin G. Campbell Director February 9, 2000
- --------------------------
Colin G. Campbell
/s/Judith B. Craven Director February 9, 2000
- --------------------------
Judith B. Craven
II-3
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SIGNATURE TITLE DATE
/s/Frank A. Godchaux III Director February 9, 2000
- --------------------------
Frank A. Godchaux III
/s/Jonathan Golden Director February 9, 2000
- --------------------------
Jonathan Golden
/s/Richard G. Merrill Director February 9, 2000
- --------------------------
Richard G. Merrill
/s/Frank H. Richardson Director February 9, 2000
- --------------------------
Frank H. Richardson
/s/Richard J. Schnieders Director February 9, 2000
- --------------------------
Richard J. Schnieders
/s/Phyllis S. Sewell Director February 9, 2000
- --------------------------
Phyllis S. Sewell
/s/Arthur J. Swenka Director February 9, 2000
- --------------------------
Arthur J. Swenka
/s/Thomas B. Walker, Jr. Director February 9, 2000
- --------------------------
Thomas B. Walker, Jr.
/s/John F. Woodhouse Director February 9, 2000
- --------------------------
John F. Woodhouse
II-4
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EXHIBIT INDEX
Exhibit Description
5.1* Opinion of Arnall Golden & Gregory, LLP with respect to legality
of the securities to be registered
15.1* Letter re unaudited financial statement
23.1* Consent of Arthur Andersen LLP
23.2 Consent of Arnall Golden & Gregory, LLP (included in the opinion
filed as Exhibit 5.1 to this Registration Statement)
24.1 Powers of Attorney (included in the signature page of this
Registration Statement)
- ------------------------------
*Filed herewith.
February 10, 2000
SYSCO CORPORATION
1390 Enclave Parkway
Houston, Texas 77077-2027
Re: SYSCO Corporation Registration Statement on Form S-4
Ladies and Gentlemen:
We refer to the registration statement on Form S-4 referenced above,
including amendments and exhibits thereto (the "Registration Statement") filed
under the Securities Act of 1933, as amended (the "Securities Act"), by SYSCO
Corporation, a Delaware corporation ("SYSCO"), with respect to the issuance by
SYSCO of up to 2,850,000 shares (the "Shares") of its common stock, $1.00 par
value per share, for offering from time to time in connection with the
acquisition of businesses and properties by SYSCO and is subsidiaries. The
Shares may be presently authorized but unissued shares or shares held as
treasury shares at the time of their delivery. In this connection we have made
such investigation and reviewed such documents as we deem necessary in the
circumstances to render the following opinion.
We have examined the originals or certified copies of such corporate
records, certificates of officers of SYSCO and/or public officials and such
other documents, and have made such other factual and legal investigations, as
we have deemed relevant and necessary as the basis for the opinions set forth
below. In such examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, the conformity
to original documents of all documents submitted to us as conformed or
photostatic copies and the authenticity of the originals of such copies.
Based on our examination described above, subject to the assumptions stated
above and relying on the statements of fact contained in the documents that we
have examined, we are of the opinion that the Shares have been duly authorized
for issue, and when (i) authorized for issuance by the Board of Directors of
SYSCO in transactions of the type and for the consideration described in the
Registration Statement and (ii) issued or delivered upon receipt of such
consideration, such Shares will be legally issued, fully paid and nonassessable.
This opinion is limited to the general corporation laws of the State of
Delaware and the laws of the United States of America and we express no opinion
herein as to the effect of any other laws.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our name under the caption "Legal
Matters" in the Proxy Statement/Prospectus which forms a part of the
Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act or the General Rules and Regulations of the Securities and
Exchange Commission.
Very truly yours,
/s/ ARNALL GOLDEN & GREGORY, LLP
ARNALL GOLDEN & GREGORY, LLP
February 9, 2000
SYSCO Corporation:
We are aware that SYSCO Corporation has incorporated by reference into the
Registration Statement on Form S-4 our report dated November 11, 1999, covering
the unaudited interim financial information for the quarter ended October 2,
1999. Pursuant to Regulation C of the Securities Act of 1933, this report is not
considered a part of the Registration Statement prepared or certified by our
firm or a report 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
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference into this Registration Statement of our report dated
August 4, 1999 on SYSCO's financial statements for each of the three years in
the period ended July 3, 1999 and to all references to our firm included in this
Registration Statement.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Houston, Texas
February 9, 2000
