As filed with the Securities and Exchange Commission on April 4, 2000
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SYSCO CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 74-1648137
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1390 Enclave Parkway
Houston, Texas 77077-2099
(281) 584-1390
(Address, including zip code, telephone number, including area code, of
registrant's principal executive offices)
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
Approximate Date of Commencement of Proposed Sale To The Public: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ X ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<TABLE>
<CAPTION>
Calculation of Registration Fee
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered Per Share(1) Price(1) Fee(1)
- --------------------------------------------------------------------------------
Common Stock,
$1 par value 1,994,778 $33.78125 $67,386,094.31 $17,789.93
per share Shares
- --------------------------------------------------------------------------------
</TABLE>
<PAGE>
(1) Calculated pursuant to Rule 457(c) and based on the average of the high and
low prices of SYSCO's common stock on March 29, 2000, as reported on the
New York Stock Exchange.
The Registrant hereby amends this registration on such date or dates as may
be necessary to delay its effective date until the Registrant shall file a
further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act or until this Registration Statement shall become effective on
such date as the Securities and Exchange Commission acting pursuant to said
Section 8(a), may determine.
<PAGE>
The information in this prospectus is not complete and may change. This
prospectus is included in a registration statement that we filed with the
Securities and Exchange Commission. The selling shareholders cannot sell these
securities until that registration statement becomes effective. This prospectus
is not an offer to sell these securities and is not soliciting an offer to buy
these securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED APRIL 4, 2000
PROSPECTUS
1,994,778 SHARES
SYSCO CORPORATION
COMMON STOCK
This prospectus relates to an aggregate offering of 1,994,778 shares of
SYSCO common stock by the selling shareholders identified on pages 6-8 of this
prospectus.
The selling shareholders will sell their shares as described in the section
of this prospectus entitled "Plan of Distribution." SYSCO will not receive any
of the proceeds from the sale of shares of common stock by the selling
shareholders.
SYSCO's common stock is traded on the New York Stock Exchange under the symbol
"SYY." The last reported sale price of the common stock on April 4, 2000 was
$38.375 per share.
This investment involves risks. See "RISK FACTORS" beginning on page 4.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.
The date of this prospectus is April ____, 2000
<PAGE>
TABLE OF CONTENTS
SYSCO Corporation..............................................................2
Recent Developments............................................................3
Risk Factors...................................................................4
Use of Proceeds................................................................6
Selling Shareholders...........................................................6
Plan of Distribution...........................................................9
Legal Matters.................................................................10
Experts.......................................................................10
Where You Can Find More Information...........................................10
You should rely only on the information contained or incorporated by
reference in this prospectus. We have not authorized anyone to provide you with
information different from that contained in this prospectus. You should assume
that the information appearing in this prospectus is accurate as of the date on
the front cover of this prospectus only, regardless of the time of delivery of
this prospectus or of any sale of the common stock. In this prospectus, "SYSCO,"
"we," "us," and "our" refer to SYSCO Corporation and its subsidiaries.
SYSCO CORPORATION
SYSCO Corporation, together with its subsidiaries and divisions, is the
largest U.S. distributor of food and related products to the foodservice or
"away-from-home-eating" industry. SYSCO provides its products and services to
approximately 325,000 customers, including:
o restaurants;
o healthcare and educational facilities;
o lodging establishments; and
o other foodservice customers throughout the entire continental United
States, as well as portions of Alaska and Canada.
Since SYSCO's formation in 1969, annual sales have grown from approximately
$115 million to over $17 billion in fiscal 1999. SYSCO's innovations in food
technology, packaging and transportation provide customers with quality products
delivered on time, in excellent condition and at reasonable prices.
Products distributed by SYSCO include:
o a full line of frozen foods, such as meats, fully prepared entrees,
fruits, vegetables and desserts;
o a full line of canned and dry goods;
o fresh meats;
o imported specialties; and
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o fresh produce.
SYSCO also supplies a wide variety of nonfood items, including:
o paper products, such as disposable napkins, plates and cups;
o tableware, such as china and silverware;
o restaurant and kitchen equipment and supplies;
o medical and surgical supplies; and
o cleaning supplies.
SYSCO distributes both nationally-branded merchandise and products packaged
under its own private brands.
SYSCO estimates that it purchases from thousands of independent sources,
none of which accounts for more than 5% of SYSCO's purchases. These sources
consist generally of large companies selling brand name and private label
merchandise and independent private label processors and packers. Generally,
purchasing is carried out on a decentralized basis through centrally developed
purchasing programs and direct purchasing programs established by SYSCO's
various operating subsidiaries and divisions. SYSCO continually develops
relations with suppliers but has no material long-term purchase commitments with
any suppliers.
Our principal executive offices are located at 1390 Enclave Parkway,
Houston, Texas 77077-2099, and our telephone number is (281) 584-1390.
RECENT DEVELOPMENTS
On March 17, 2000, SYSCO acquired by merger FreshPoint Holdings, Inc.
located in Dallas, Texas., a foodservice and wholesale produce distribution
company. FreshPoint's 1999 sales were approximately $750 million.
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 foodservice customers.
On November 19, 1999, SYSCO acquired substantially all of the assets of
MJC, Inc. d/b/a Malcolm Meats, located in Northwood, Ohio. Malcolm Meats
distributes custom cut fresh steaks and other meats, seafood and poultry
products.
On August 27, 1999, SYSCO acquired by merger Doughtie's Foods, Inc.,
located in Portsmouth, Virginia. Doughtie's distributes a wide variety of meat
and seafood products and other food items, including fruits and vegetables.
On August 20, 1999, SYSCO acquired substantially all of the assets of the
Buckhead Beef Company, Inc. located in Atlanta, Georgia. Buckhead Beef
processes, packages and distributes meat and poultry products to restaurants and
other commercial enterprises in the southeastern United States.
On July 30, 1999, SYSCO acquired by merger Newport Meat Co., Inc. located
in Irvine, California. Newport distributes fresh aged beef and other meats,
seafood and poultry products.
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RISK FACTORS
In addition to the other information in this prospectus, the following risk
factors should be considered carefully in evaluating an investment in the common
stock offered hereby.
SYSCO 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
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.
As of January 1, 2000, SYSCO had approximately $1.13 billion of long-term
indebtedness outstanding.
Because SYSCO Sells Food Products, It Faces the Risk of Exposure to Product
Liability Claims
SYSCO, like any other seller of food, faces the risk of exposure to product
liability claims in the event that the use of products sold by it causes injury
or illness. With respect to product liability claims, SYSCO believes it has
sufficient primary or excess umbrella liability insurance. However, this
insurance may not continue to be available at a reasonable cost, or, if
available, may not be adequate to cover liabilities. SYSCO generally seeks
contractual indemnification and insurance coverage from parties supplying its
products, but this indemnification or insurance coverage is limited, as a
practical matter, to the creditworthiness of the indemnifying party and the
insured limits of any insurance provided by suppliers. If SYSCO does not have
adequate insurance or contractual indemnification available, product liability
relating to defective products could materially reduce SYSCO's net income and
earnings per share.
Because SYSCO Has Few Long-Term Contracts with Suppliers and Does Not Control
the Actual Production of its Products, SYSCO May Be Unable to Obtain Adequate
Supplies of Its Products
SYSCO obtains all of its foodservice products from other suppliers. For the
most part, SYSCO does not have long-term contracts with any supplier committing
it to provide products to SYSCO. Although SYSCO's purchasing volume can provide
leverage when dealing with suppliers, suppliers may not provide the foodservice
products and supplies needed by SYSCO in the quantities requested. Because SYSCO
does not control the actual production of its products, it is also subject to
delays caused by interruption in production based on conditions outside its
control. These conditions include:
o job actions or strikes by employees of suppliers;
o weather;
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o crop conditions;
o transportation interruptions; and
o 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 March 31, 2000, approximately 8,000 SYSCO employees were members in
excess of 40 different local unions associated with the International
Brotherhood of Teamsters and other labor organizations, at 34 operating
companies. In fiscal 2000 agreements covering a substantial number of these
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 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. This risk is significant to SYSCO because historically
it has acquired more business than many of its competitors.
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:
o the statements discuss our future expectations;
o the statements contain projections of our future results of operations
or of our financial condition; and
o the statements state other "forward-looking" information.
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<PAGE>
We believe it is important to communicate our expectations to our
investors. There may be events in the future, however, that we are not
accurately able to predict or over which we have no control. The risk factors
listed in this section, as well as any cautionary language in this prospectus,
provide examples of risks, uncertainties and events that may cause our actual
results to differ materially from the expectations we describe in our
forward-looking statements. Before you invest in our common stock, you should be
aware that the occurrence of any of the events described in these risk factors
and elsewhere in this prospectus could have a material adverse effect on our
business, financial condition and results of operations. In such case, the
trading price of our common stock could decline and you may lose all or part of
your investment.
USE OF PROCEEDS
This prospectus relates to the offer and sale of our common shares by the
selling shareholders. We will not receive any proceeds from the sale of the
common shares, but we will pay all expenses related to the registration of the
common shares other than underwriting discounts and commissions and fees of
counsel to the selling shareholders in excess of $25,000.
SELLING SHAREHOLDERS
The SYSCO common stock to which this prospectus relates is being offered by
former shareholders of FreshPoint Holding, Inc. and/or their permitted
transferees. On March 17, 2000, SYSCO issued 2,769,709 shares of common stock to
the former shareholders of FreshPoint in connection with the merger between a
wholly-owned subsidiary of SYSCO and FreshPoint. In connection with the merger,
we entered into a registration rights agreement with the former shareholders of
FreshPoint, under which we agreed to register for sale certain of the shares of
common stock issued by SYSCO to the former FreshPoint shareholders.
The following table states the name of each of the selling shareholders,
the number of shares of common stock of SYSCO beneficially owned by each selling
shareholder as of March 17, 2000, the number of shares which may be sold for the
account of each selling shareholder, the number of shares of common stock that
will be beneficially owned by each selling shareholder after the completion of
the offering assuming the sale of all shares offered, the percentage of SYSCO
common stock owned by each selling shareholder as of March 17, 2000, and the
percentage of SYSCO common stock owned by each selling shareholder after the
completion of the offering, assuming the sale of all shares offered.
<TABLE>
<CAPTION>
Beneficial
Ownership Beneficial
Prior to the Number of Ownership
Name of Offering (1) Shares After the Offering (1) (2)
Selling Shareholder Shares Percentage Offered Shares Percentage
- ---------------------- ------- --------- ------- ----- ---------
<S> <C> <C> <C> <C> <C>
Ross D. Ain .................................. 1,796 * 1,796 0 *
Morgan Stanley & Co. FBO Barry Schwimmer ..... 2,245 * 2,245 0 *
Ron Altbach .................................. 3,819 * 3,819 0 *
Arista Partners, L.P. ........................ 2,245 * 2,245 0 *
Bruce Boisture - Dean Witter IRA ............. 1,347 * 1,347 0 *
Christopher Crawford ......................... 449 * 449 0 *
Lynne Crawford ............................... 898 * 898 0 *
Robert Dussler, Jr.(3)(5) .................... 798,284 * 270,507 527,777 *
Ariel Emanuel ................................ 898 * 898 0 *
Growise Investment Ltd. ...................... 1,347 * 1,347 0 *
Christopher Jennings ......................... 1,347 * 1,347 0 *
Joseph Children's Trust ...................... 13,471 * 13,471 0 *
Wendy Evans Joseph ........................... 4,490 * 4,490 0 *
Donald R. Kendall ............................ 20,656 * 20,656 0 *
James M. Kendrigan ........................... 1,796 * 1,796 0 *
Michael J.P. Klein ........................... 898 * 898 0 *
Mark Levin ................................... 4,490 * 4,490 0 *
William D. Levinson .......................... 1,347 * 1,347 0 *
Joel Mandel .................................. 1,347 * 1,347 0 *
Lauren Marrus ................................ 898 * 898 0 *
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<PAGE>
William McCoy ................................ 1,796 * 1,796 0 *
D. Calhoun McNair ............................ 4,041 * 4,041 0 *
William R. Michaels .......................... 2,245 * 2,245 0 *
John D. Miller ............................... 1,347 * 1,347 0 *
Jonathan Morris .............................. 898 * 898 0 *
David Pecker ................................. 1,347 * 1,347 0 *
Mats Pehrsson ................................ 1,347 * 1,347 0 *
Murray Pitt .................................. 898 * 898 0 *
K&M Powell Family 1985 Revocable Trust ....... 2,245 * 2,245 0 *
Estate of Jerry Rosenfield ................... 898 * 898 0 *
Richard Sachs ................................ 1,347 * 1,347 0 *
Michael Schwartz ............................. 6,736 * 6,736 0 *
Martin J. Smircich ........................... 1,347 * 1,347 0 *
Egide Thein .................................. 1,347 * 1,347 0 *
Tinsey Frederick C., III ..................... 449 * 449 0 *
Frederick R. Ulrich .......................... 52,922 * 52,922 0 *
Farrell R. Ulrich Trust ...................... 1,796 * 1,796 0 *
Frederick R. Ulrich III Trust ................ 1,796 * 1,796 0 *
Lauren T. Ulrich Trust ....................... 1,796 * 1,796 0 *
Shirin Shaisy-Rejali ......................... 1,004 * 1,004 0 *
Hans Wadsack ................................. 1,796 * 1,796 0 *
John Alpers .................................. 1,796 * 1,796 0 *
Larry Brown .................................. 1,796 * 1,796 0 *
Curtice Cornell .............................. 44,961 * 20,233 24,728 *
The Blake A. Cornell Trust ................... 1,617 * 1,617 0 *
Richard J. Dachman ........................... 13,471 * 13,471 0 *
Ed Dossen .................................... 1,796 * 1,796 0 *
Prudential Securities Inc. FBO John J. Geisler 13,472 * 13,472 0 *
Randolph S. Gill ............................. 1,796 * 1,796 0 *
Harmon Nickey Gregory ........................ 4,490 * 4,490 0 *
George Gummow ................................ 21,329 * 21,329 0 *
Todd Gummow .................................. 21,329 * 21,329 0 *
Troy Gummow .................................. 21,329 * 21,329 0 *
Warran Guy Gummow ............................ 21,329 * 21,329 0 *
Steve Haugen ................................. 6,736 * 6,736 0 *
Bernadette M. Kruk ........................... 6,736 * 6,736 0 *
Lucian M. LaBarba ............................ 12,124 * 12,124 0 *
Timothy P. Lyddane ........................... 13,471 * 13,471 0 *
Mark McClendon ............................... 1,796 * 1,796 0 *
Jay Moore .................................... 56,424 * 56,424 0 *
Lawrence Movsovitz ........................... 22,452 * 22,452 0 *
Brian O'Donnel ............................... 2,245 * 2,245 0 *
Max Nisson ................................... 8,981 * 8,083 898 *
Mitt Parker(5) ............................... 735,972 * 55,391 680,581 *
Phil Penny ................................... 1,796 * 1,796 0 *
Michael Petro ................................ 1,796 * 1,796 0 *
Richard Pidwerbeski .......................... 4,490 * 4,490 0 *
Vicki Rodgers ................................ 1,796 * 1,796 0 *
Robert Kent Shoemaker, Jr .................... 17,962 * 17,962 0 *
William Smith ................................ 1,796 * 1,796 0 *
Alan H. Spritz ............................... 4,490 * 4,490 0 *
Raleigh R. Stennett .......................... 4,490 * 4,490 0 *
Brian M. Sturgeon(5) ......................... 588,388 * 25,000 563,388 *
Gerald L. Sung ............................... 15,717 * 15,717 0 *
Randolph M. Sung ............................. 15,717 * 15,717 0 *
James Tarantino .............................. 6,736 * 6,736 0 *
Paul G. Tarantino ............................ 15,717 * 15,717 0 *
Walter Vazquez, Jr ........................... 1,796 * 1,796 0 *
Walter Vazquez, Sr ........................... 8,981 * 8,981 0 *
Michael Williams ............................. 2,245 * 2,245 0 *
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David Derryck ................................ 375 * 375 0 *
Kathaleen M. Duffin .......................... 8,613 * 8,613 0 *
John J. Geisler(4)(5) ........................ 667,411 * 139,634 527,777 *
James W. Giangrasso .......................... 5,009 * 5,009 0 *
Mark J. Schwartz ............................. 48,661 * 48,661 0 *
Isaac M. Silvera ............................. 25,239 * 25,239 0 *
Richaed L. Veron ............................. 21,161 * 21,161 0 *
Amarish V. Mehta ............................. 3,514 * 3,514 0 *
Palmetto Partners, Ltd. ...................... 268,711 * 268,711 0 *
Mousseteek Venture ........................... 167,945 * 167,945 0 *
Drakefield Corporation ....................... 54,007 * 54,007 0 *
CIR International S.A ........................ 57,029 * 57,029 0 *
Sidney Kimmel ................................ 142,774 * 142,774 0 *
Einar Nagell-Erichsen ........................ 28,579 * 28,579 0 *
Albert Fisher Group BV ....................... 336,325 * 336,325 0 *
The Joseph Friends and Family Trust .......... 80,222 * 80,222 0 *
The Peter T. Joseph Foundation ............... 9,430 * 9,430 0 *
The Estate of Peter T. Joseph ................ 72,500 * 72,500 0 *
</TABLE>
- -------------------
* Less than 1% of outstanding shares
(1) The percentage is calculated based on the number of shares of SYSCO
common stock beneficially owned. As of March 31, 2000, 332,857,968
shares of SYSCO common stock were outstanding.
(2) Assumes all offered SYSCO common stock will be sold and that no
additional shares of SYSCO common stock will be issued by SYSCO or
acquired by any selling shareholder prior to the completion of the
offering.
(3) Includes 268,711 shares held by Palmetto Partners Ltd. Mr. Dussler is
the President and Chief Operating Officer of Palmetto Capital Corp.,
which is general partner of Palmetto Partners Ltd.
(4) Includes 13,472 shares held for the benefit of Mr. Geisler by
Prudential Securities Inc. as to which Mr. Geisler has sole
investment and voting power, and 80,222 shares held by The Joseph
Friends and Family Trust of which Mr. Geisler is a trustee.
(5) Includes 527,777 shares held as Stockholders' Representative pursuant
to an Indemnity Escrow Agreement as to which Messrs. Mitt Parker,
Brian Sturgeon, John Geisler and Robert M. Dussler collectively have
dispositive and voting power.
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PLAN OF DISTRIBUTION
The selling shareholders may offer and sell shares of common stock offered
by this prospectus from time to time in one or more of the following
transactions:
o on the New York Stock Exchange or any other securities exchange that
lists the common stock for trading;
o in the over-the-counter market;
o in transactions other than on such exchanges or in the
over-the-counter market;
o in negotiated transactions;
o in short sales of the common stock, in transactions to cover short
sales or otherwise in connection with short sales;
o by pledge to secure debts and other obligations or on foreclosure of a
pledge;
o through put or call options, including the writing of exchange-traded
call options, or other hedging transactions related to the common
stock; and
o in a combination of any of the above transactions.
The selling shareholders may sell their shares at market prices prevailing
at the time of sale, at prices related to such prevailing market prices, at
negotiated prices or at fixed prices. The transactions listed above may include
block transactions. We have been advised by the selling shareholders that they
have not made any arrangements with any underwriters or broker-dealers relating
to the distribution of the shares covered by this prospectus.
The selling shareholders may sell their shares directly to purchasers, use
broker-dealers to sell their shares or may sell their shares to broker-dealers
acting as principals. If this happens, broker-dealers may either receive
discounts or commissions from the selling shareholders, or they may receive
commissions from purchasers of shares for whom they acted as agents, or both. If
a broker-dealer purchases shares as a principal, it may resell the shares for
its own account under this prospectus. We will pay all registration fees and
expenses for the common stock offered by this prospectus.
The selling shareholders and any agent, broker or dealer that participates
in sales of common stock offered by this prospectus may be deemed "underwriters"
under the Securities Act of 1933 and any commissions or other consideration
received by any agent, broker or dealer may be considered underwriting discounts
or commissions under the Securities Act. We have agreed to indemnify the selling
shareholders against certain liabilities arising under the Securities Act from
sales of common stock. Selling shareholders may agree to indemnify any agent,
broker or dealer that participates in sales of common stock against liabilities
arising under the Securities Act from sales of common stock.
Because selling shareholders may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act, the selling shareholders will be
subject to the prospectus delivery requirements of the Securities act, which may
include delivery through the facilities of the New York Stock Exchange pursuant
to Rule 153 under the Securities Act. We have informed the selling shareholders
that the anti-manipulation provisions of Regulation M under the Securities
Exchange Act of 1934 may apply to their sales of common stock.
Instead of selling common stock under this prospectus, selling shareholders
may sell common stock in compliance with the provisions of Rule 144 under the
Securities Act, if available.
9
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Upon SYSCO being notified by a selling shareholder that any material
arrangement has been entered into with a broker-dealer for the sale of shares
through a block trade, special offering, exchange distribution or secondary
distribution or a purchase by a broker or dealer, a supplement to this
prospectus will be filed, if required, pursuant to Rule 424(b) under the
Securities Act, disclosing:
o the name of each such selling shareholder and of the participating
broker-dealer;
o the number of shares involved;
o the price at which such shares were sold;
o the commissions paid or discounts or concessions allowed to such
broker-dealer, where applicable;
o that such broker-dealer did not conduct any investigation to verify
the information set out or incorporated by reference in this
prospectus; and
o other facts material to the transaction.
In addition, upon SYSCO being notified by a selling shareholder that a
donee or pledgee intends to sell more than 500 shares, a supplement to this
prospectus will be filed.
The term "selling shareholders" also includes persons who obtain common
stock from selling shareholders as a gift, for no consideration upon dissolution
of a corporation, partnership or limited liability company, on foreclosure of a
pledge or in another private transaction.
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 March 31, 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.
With respect to the unaudited interim financial information of SYSCO for
the quarters ended October 2, 1999 and January 1, 2000 incorporated herein by
reference, Arthur Andersen LLP has applied limited procedures in accordance with
professional standards for a review of that information. However, their separate
reports thereon state that they did not audit and they do not express an opinion
on that interim financial information. Accordingly, the degree of reliance on
their reports on that information should be restricted in light of the limited
nature of the review procedures applied. In addition, the accountants are not
subject to the liability provisions of Section 11 of the Securities Act of 1933
for their reports on the unaudited interim information because those reports are
not a "report" or a "part" of the prospectus prepared or certified by the
accountants within the meaning of Sections 7 and 11 of the Securities Act.
WHERE YOU CAN FIND MORE INFORMATION
SYSCO files annual, quarterly and current reports, proxy and information
statements and other information with the Securities and Exchange Commission.
You may read and copy any materials we file at the SEC's public reference room
at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information regarding the public reference room.
SYSCO's SEC filings are also available to the public at the SEC's web site at
http://www.sec.gov.
10
<PAGE>
The SEC allows SYSCO to "incorporate by reference" information we file with
the SEC, which means that SYSCO can disclose important information to you by
referring you to those documents filed separately with the SEC. The information
incorporated by reference is deemed to be part of this prospectus, and later
information that we file with the SEC will automatically update and supersede
information contained in this prospectus.
The following documents filed by SYSCO (File No. 1-06544) with the SEC are
incorporated by reference in and made a part of this prospectus:
o SYSCO's Annual Report on Form 10-K for the fiscal year ended July 3,
1999;
o SYSCO's Quarterly Reports on Form 10-Q for the quarters ended October
2, 1999 and January 1, 2000;
o SYSCO'S Current Reports on Form 8-K filed August 30, 1999, October 21,
1999 and January 21, 2000; and
o The description of SYSCO's common stock contained in SYSCO's
registration statement filed under Section 12 of the Exchange Act, and
any amendment or report filed for the purpose of updating such
description, including the description of capital stock contained in
SYSCO's Form S-4 registration statement filed with the Securities and
Exchange Commission on February 10, 2000 (File No. 333-30050).
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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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. Other Expenses of Issuance and Distribution
All expenses, other than fees and expenses of legal or other advisors to
the selling shareholders in excess of $25,000, in connection with the offering
described in this Registration Statement will be paid by SYSCO. Such expenses
are as follows:*
SEC registration fee................................. $17,789.93
Printing expenses.................................... 500
Accounting fees and expenses......................... 5,000
Legal fees and expenses.............................. 45,000
Miscellaneous........................................ 500
-----------
Total......................................... $68,789.93
- -------------
*The amounts set forth, except for the filing fees for the SEC, are estimated.
ITEM 15. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law and the Restated
Certificate of Incorporation and the By-laws of SYSCO contain provisions
covering indemnification of corporate directors and officers against certain
liabilities and expenses incurred as a result of proceedings involving such
persons in their capacities as directors and officers, including proceedings
under the Securities Act and the Exchange Act.
SYSCO has entered into indemnity contracts and provides indemnity insurance
pursuant to which officers and directors are indemnified and insured against
liability or loss under certain circumstances which may include liability or
related loss under the Securities Act and the Exchange Act.
ITEM 16. Exhibits
Exhibit No. Description
4(a) Senior Debt Indenture, dated as of June 15, 1995, between SYSCO
Corporation and First Union National Bank, as Trustee. (Incorporated
by reference to Exhibit 4(a) to the Registrant's Registration
Statement on Form S-3 (No. 333-52897)).
4(b) Form of Subordinated Debt Indenture (Incorporated by reference to
Exhibit 4(b) to the Registrant's Registration Statement on Form S-3
(No. 33-60023)).
4(c) First Supplemental Indenture, dated as of June 27, 1995, between SYSCO
Corporation and First Union National Bank, Trustee, as amended
(Incorporated by reference to Exhibit 4(e) to the Registrant's Annual
Report on Form 10-K for the fiscal year ended June 29, 1996).
II-1
<PAGE>
4(d) Second Supplemental Indenture, dated as of May 1, 1996, between SYSCO
Corporation and First Union National Bank, Trustee, as amended
(Incorporated by reference to Exhibit 4(f) to the Registrant's Annual
report on Form 10-K for the fiscal year ended June 29, 1996).
4(e) Third Supplemental Indenture, dated as of April 25, 1997, between
SYSCO Corporation and First Union National Bank, Trustee (Incorporated
by reference to Exhibit 4(g) to the Registrant's Annual Report on Form
10-K for the fiscal year ended June 28, 1997).
4(f) Fourth Supplemental Indenture, dated as of April 25, 1997, between
SYSCO Corporation and First Union National Bank, Trustee (Incorporated
by reference to Exhibit 4(h) to the Registrant's Annual Report on Form
10-K for the fiscal year ended June 28, 1997).
4(g) Fifth Supplemental Indenture, dated as of July 27, 1998, between SYSCO
Corporation and First Union National Bank, Trustee (Incorporated by
reference to Exhibit 4(h) to the Registrant's Annual Report on Form
10-K for the fiscal year ended June 27, 1998).
4(h) Sixth Amendment and Restatement of Competitive Advance and Revolving
Credit Facility Agreement dated May 31, 1996 (Incorporated by
reference to Exhibit 4(a) to the Registrant's Annual Report on Form
10-K for the fiscal year ended June 27, 1996).
4(i) Agreement and Seventh Amendment to Competitive Advance and Revolving
Credit Facility Agreement dated as of June 27, 1997 (Incorporated by
reference to Exhibit 4(a) to the Registrant's Annual Report on Form
10-K for the fiscal year ended June 28, 1997).
4(j) Agreement and Eighth Amendment to Competitive Advance and Revolving
Credit Facility Agreement dated as of June 22, 1998 (Incorporated by
reference to Exhibit 4(c) to the Registrant's Annual Report on Form
10-K for the fiscal year ended July 3, 1999).
4(k) Agreement and Ninth Amendment to Competitive Advance and Revolving
Credit Facility Agreement dated as of December 1, 1999 (Incorporated
by reference to Exhibit 4(j) to the Registrant's Quarterly Report on
Form 10-Q for the quarter year ended January 1, 2000).
5* Opinion of Arnall Golden & Gregory, LLP regarding legality
15.1* Letter regarding unaudited interim financial information
23.1* Consent of Arnall Golden & Gregory, LLP (included as part of Exhibit 5
hereto)
23.2* Consent of Arthur Andersen LLP
24.1* Power of Attorney (included as part of the signature page hereto)
- ---------------------
* Filed herewith.
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<PAGE>
ITEM 17. Undertakings
(a) The undersigned Registrant hereby undertakes as follows:
1. To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
2. That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
4. That, for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
5. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston and the State of Texas, on the 30th day of
March, 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, Chief Executive March 30, 2000
- ---------------------- Officer and Director
Charles H. Cotros (principal executive officer)
/s/ John K. Stubblefield, Jr. Executive Vice President March 30, 2000
- ---------------------------- Finance and Administration
John K. Stubblefield, Jr. (principal financial and
accounting officer)
/s/ Bill M. Lindig Chairman of the March 30, 2000
- ------------------ Board of Directors
Bill M. Lindig
/s/ John W. Anderson Director March 30, 2000
- --------------------
John W. Anderson
/s/ Gordon M. Bethune Director March 30, 2000
- ---------------------
Gordon M. Bethune
/s/ Colin G. Campbell Director March 30, 2000
- ---------------------
Colin G. Campbell
/s/ Judith B. Craven Director March 30, 2000
- --------------------
Judith B. Craven
/s/ Frank A. Godchaux, III Director March 30, 2000
- --------------------------
Frank A. Godchaux, III
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<PAGE>
/s/ Jonathan Golden Director March 30, 2000
- -------------------
Jonathan Golden
/s/ Richard G. Merrill Director March 30, 2000
- ----------------------
Richard G. Merrill
/s/ Frank H. Richardson Director March 30, 2000
- -----------------------
Frank H. Richardson
/s/ Richard J. Schnieders Director March 30, 2000
- -------------------------
Richard J. Schnieders
/s/ Phyllis S. Sewell Director March 30, 2000
- ---------------------
Phyllis S. Sewell
/s/ Arthur J. Swenka Director March 30, 2000
- --------------------
Arthur J. Swenka
/s/ Thomas B. Walker, Jr. Director March 30, 2000
- -------------------------
Thomas B. Walker, Jr.
/s/ John F. Woodhouse Director March 30, 2000
- ---------------------
John F. Woodhouse
II-5
<PAGE>
EXHIBIT INDEX
Exhibit Description
4(a) Senior Debt Indenture, dated as of June 15, 1995, between SYSCO
Corporation and First Union National Bank, as Trustee. (Incorporated
by reference to Exhibit 4(a) to the Registrant's Registration
Statement on Form S-3 (No. 333-52897)).
4(b) Form of Subordinated Debt Indenture (Incorporated by reference to
Exhibit 4(b) to the Registrant's Registration Statement on Form S-3
(No. 33-60023)).
4(c) First Supplemental Indenture, dated as of June 27, 1995, between SYSCO
Corporation and First Union National Bank, Trustee, as amended
(Incorporated by reference to Exhibit 4(e) to the Registrant's Annual
Report on Form 10-K for the fiscal year ended June 29, 1996).
4(d) Second Supplemental Indenture, dated as of May 1, 1996, between SYSCO
Corporation and First Union National Bank, Trustee, as amended
(Incorporated by reference to Exhibit 4(f) to the Registrant's Annual
report on Form 10-K for the fiscal year ended June 29, 1996).
4(e) Third Supplemental Indenture, dated as of April 25, 1997, between
SYSCO Corporation and First Union National Bank, Trustee (Incorporated
by reference to Exhibit 4(g) to the Registrant's Annual Report on Form
10-K for the fiscal year ended June 28, 1997).
4(f) Fourth Supplemental Indenture, dated as of April 25, 1997, between
SYSCO Corporation and First Union National Bank, Trustee (Incorporated
by reference to Exhibit 4(h) to the Registrant's Annual Report on Form
10-K for the fiscal year ended June 28, 1997).
4(g) Fifth Supplemental Indenture, dated as of July 27, 1998, between SYSCO
Corporation and First Union National Bank, Trustee (Incorporated by
reference to Exhibit 4(h) to the Registrant's Annual Report on Form
10-K for the fiscal year ended June 27, 1998).
4(h) Sixth Amendment and Restatement of Competitive Advance and Revolving
Credit Facility Agreement dated May 31, 1996 (Incorporated by
reference to Exhibit 4(a) to the Registrant's Annual Report on Form
10-K for the fiscal year ended June 27, 1996).
4(i) Agreement and Seventh Amendment to Competitive Advance and Revolving
Credit Facility Agreement dated as of June 27, 1997 (Incorporated by
reference to Exhibit 4(a) to the Registrant's Annual Report on Form
10-K for the fiscal year ended June 28, 1997).
4(j) Agreement and Eighth Amendment to Competitive Advance and Revolving
Credit Facility Agreement dated as of June 22, 1998 (Incorporated by
reference to Exhibit 4(c) to the Registrant's Annual Report on Form
10-K for the fiscal year ended July 3, 1999).
4(k) Agreement and Ninth Amendment to Competitive Advance and Revolving
Credit Facility Agreement dated as of December 1, 1999 (Incorporated
by reference to Exhibit 4(j) to the Registrant's Quarterly Report on
Form 10-Q for the quarter year ended January 1, 2000).
5* Opinion of Arnall Golden & Gregory, LLP regarding legality
15.1* Letter regarding unaudited interim financial information
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<PAGE>
23.1* Consent of Arnall Golden & Gregory, LLP (included as part of Exhibit 5
hereto)
23.2* Consent of Arthur Andersen LLP
24.1* Power of Attorney (included as part of the signature page hereto)
- ------------------
*Filed herewith.
II-7
EXHIBIT 5
ARNALL GOLDEN & GREGORY, LLP
2800 One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309-3450
(404) 873-8500
(404) 873-8501
April 4, 2000
SYSCO Corporation
1390 Enclave Parkway
Houston, Texas 77077-2099
Re: Form S-3 Registration Statement
Ladies and Gentlemen:
This opinion is being furnished in connection with the Registration
Statement on Form S-3 of SYSCO Corporation, a Delaware corporation, filed with
the Securities and Exchange Commission under the Securities Act of 1933 for the
registration of 1,994,778 shares of common stock, par value $1 per share (the
"Shares") offered by the selling shareholders named therein this Registration
Statement.
In acting as counsel to you, we have examined and relied upon such
corporate records, documents, certificates, and other instruments and examined
such questions of law as we have considered necessary or appropriate for the
purposes of this opinion. Based upon and subject to the foregoing, we advise you
that in our opinion the Shares are legally issued, fully paid and
non-assessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and the reference to this firm under the caption "Legal Matters"
contained therein and elsewhere in the Registration Statement. This consent is
not to be construed as an admission that we are a party whose consent is
required to be filed with the Registration Statement under the provisions of the
Securities Act.
Sincerely,
/s/ ARNALL GOLDEN & GREGORY, LLP
ARNALL GOLDEN & GREGORY, LLP
April 4, 2000
SYSCO Corporation:
We are aware that SYSCO Corporation has incorporated by reference into the
Registration Statement on Form S-3 our report dated November 11, 1999 and
February 10, 2000, covering the unaudited interim financial information for the
quarters ended October 2, 1999 and January 1, 2000. Pursuant to Regulation C of
the Securities Act of 1933, our reports are 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
April 4, 2000
