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+Proc-Type: 2001,MIC-CLEAR
+Originator-Name: webmaster@www.sec.gov
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+<SEC-DOCUMENT>0000950130-01-000436.txt : 20010129
+<SEC-HEADER>0000950130-01-000436.hdr.sgml : 20010129
+ACCESSION NUMBER:		0000950130-01-000436
+CONFORMED SUBMISSION TYPE:	10-K/A
+PUBLIC DOCUMENT COUNT:		1
+CONFORMED PERIOD OF REPORT:	20000929
+FILED AS OF DATE:		20010126
+
+FILER:
+
+	COMPANY DATA:	
+		COMPANY CONFORMED NAME:			GUEST SUPPLY INC
+		CENTRAL INDEX KEY:			0000722642
+		STANDARD INDUSTRIAL CLASSIFICATION:	PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS [2844]
+		IRS NUMBER:				222320483
+		STATE OF INCORPORATION:			NJ
+		FISCAL YEAR END:			0930
+
+	FILING VALUES:
+		FORM TYPE:		10-K/A
+		SEC ACT:		
+		SEC FILE NUMBER:	001-11955
+		FILM NUMBER:		1516735
+
+	BUSINESS ADDRESS:	
+		STREET 1:		4301 U.S. HWY ONE
+		CITY:			MONMOUTH JUNCTION
+		STATE:			NJ
+		ZIP:			08852
+		BUSINESS PHONE:		9082463011
+
+	MAIL ADDRESS:	
+		STREET 1:		P.O. BOX 902
+		STREET 2:		720 U S HIGHWAY ONE
+		CITY:			MONMOUTH JUNCTION
+		STATE:			NJ
+		ZIP:			08852
+</SEC-HEADER>
+<DOCUMENT>
+<TYPE>10-K/A
+<SEQUENCE>1
+<FILENAME>0001.txt
+<DESCRIPTION>FORM 10-K
+<TEXT>
+
+<PAGE>
+
+                      SECURITIES AND EXCHANGE COMMISSION
+                            Washington, D.C. 20549
+
+                                  FORM 10-K/A
+
+(Mark One)
+
+[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
+     OF THE SECURITIES EXCHANGE ACT OF 1934
+     For the Fiscal Year Ended September 29, 2000
+
+                                      OR
+
+[_]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
+     OF THE SECURITIES EXCHANGE ACT OF 1934
+     For the Transition period from _______ to _______
+
+
+                        Commission file number 1-11955
+                                               -------
+                              GUEST SUPPLY, INC.
+- --------------------------------------------------------------------------------
+            (Exact name of registrant as specified in its charter)
+
+
+              New Jersey                                         22-2320483
+   -------------------------------                           ------------------
+   (State or other jurisdiction of                           (I.R.S. Employer
+   incorporation or organization)                            Identification No.)
+
+         4301 U.S. Highway One
+     Monmouth Junction, New Jersey                               08852-0902
+ ---------------------------------------                         ----------
+ (Address of principal executive offices)                        (Zip Code)
+
+Registrant's telephone number, including area code:             (609) 514-9696
+                                                                --------------
+Securities registered pursuant to Section 12(b)
+of the Act:
+
+                                                           Name of each exchange
+  Title of each class                                       on which registered
+  -------------------                                       -------------------
+
+  Common Stock, without par value                  New York Stock Exchange, Inc.
+
+Securities registered pursuant to Section 12(g)
+of the Act:
+
+                                     NONE
+                                     ----
+                               (Title of class)
+
+          Indicate by a check mark whether the registrant (1) has filed all
+reports required to be filed by Section 13 or 15(d) of the Securities Exchange
+Act of 1934 during the preceding 12 months (or for such shorter period as the
+registrant was required to file such reports), and (2) has been subject to such
+filing requirements for the past 90 days.
+
+                            Yes   X         No______
+                                ------
+
+          Indicate by check mark if disclosure of delinquent filers, pursuant to
+Item 405 of Regulation S-K is not contained herein, and will not be contained,
+to the best of registrant's knowledge, in definitive proxy or information
+statements incorporated by reference in Part III of this Form 10-K or any
+amendment to this Form 10-K. [X]
+<PAGE>
+
+          State the aggregate market value of the voting stock held by non-
+affiliates of the registrant. The aggregate market value shall be computed by
+reference to the price at which the stock was sold, or the average bid and asked
+prices of such stock, as of a specified date within 60 days prior to the date of
+filing.
+
+          Aggregate market value as of
+          December 15, 2000.....................................    $104,035,212
+
+          Indicate the number of shares outstanding of each of the issuer's
+classes of capital stock, as of the latest practicable date.
+
+          Common Stock, without par value, as of
+          December 15, 2000.....................................       6,639,587
+
+                      DOCUMENTS INCORPORATED BY REFERENCE
+
+          List hereunder the documents, all or portions of which are
+incorporated by reference herein and the Part of the Form 10-K into which the
+document is incorporated:
+
+                                     None.
+
+                                       2
+<PAGE>
+
+                               TABLE OF CONTENTS
+
+<TABLE>
+<CAPTION>
+FORM 10-K/A ITEM                                                                         PAGE
+- ----------------                                                                         ----
+<S>                                                                                      <C>
+PART I
+Item 1.  Business                                                                          *
+Item 2.  Properties                                                                        *
+Item 3.  Legal Proceedings                                                                 *
+Item 4.  Submission of Matters to a Vote of Securityholders                                *
+PART II
+Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters             *
+Item 6.  Selected Financial Data                                                           *
+Item 7.  Management's Discussion and Analysis of Financial Condition and Results of        *
+ Operations
+Item 7A. Quantitative and Qualitative Disclosures About Market Risk                        5
+Item 8.  Financial Statements and Supplementary Data                                       *
+Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial         *
+ Disclosure
+PART III
+Item 10.  Directors and Executive Officers of the Registrant                               5
+Item 11.  Executive Compensation                                                           9
+Item 12.  Security Ownership of Certain Beneficial Owners and Management                  13
+Item 13.  Certain Relationships and Related Transactions                                  16
+PART IV
+Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K                  *
+INDEX TO EXHIBITS                                                                         19
+</TABLE>
+
+*  Not amended.
+
+
+                               EXPLANATORY NOTE
+
+          This amendment is being filed by the Registrant: (1) to correct the
+aggregate market value and number of shares outstanding as of December 15, 2000;
+(2) to amend Part II, to add item 7A; (3) to amend Part III, items 10 through
+13, to include information required by Regulation S-K, items 401-405; and (4) to
+correct a typographical error in the descriptions of certain exhibits in the
+"Index to Exhibits."
+
+                                       3
+<PAGE>
+
+Recent Event
+
+          On January 22, 2001, the Company announced that it has entered into a
+Merger Agreement and Plan of Reorganization (the "Merger Agreement") with Sysco
+Corporation, a Delaware corporation ("Sysco"), and Sysco Food Services of New
+Jersey, Inc., a Delaware corporation and a wholly-owned subsidiary of Sysco
+("Merger Subsidiary"), which provides for the acquisition of Guest Supply by
+Sysco. Under the Merger Agreement, Merger Subsidiary will commence an offer (the
+"Offer") to exchange shares of Sysco common stock for all outstanding shares of
+Guest Supply common stock. Under the terms of the Merger Agreement, Guest Supply
+shareholders will receive shares of Sysco common stock as follows: (i) if the
+average of the closing prices per share of Sysco common stock on The New York
+Stock Exchange for each of the fifteen consecutive trading days ending on the
+trading day that is five trading days prior to the expiration date of the Offer,
+as it may be extended from time to time, which is referred to as the Sysco
+average trading price, is at least $22.00 but less than or equal to $30.00,
+Guest Supply shareholders will receive for each Guest Supply share a number of
+Sysco shares equal to $26.00 divided by the Sysco average trading price; (ii) if
+the Sysco average trading price is less than $22.00, Guest Supply shareholders
+will receive 1.1818 Sysco shares for each Guest Supply share; and (iii) if the
+Sysco average trading price is more than $30.00, Guest Supply shareholders will
+receive 0.8667 Sysco shares for each Guest Supply share. The offer will be
+followed by a back-end merger on the same terms as the Offer and will be subject
+to customary closing conditions, including that at least a majority of Guest
+Supply's stock is tendered in the Offer and that regulatory clearance is
+obtained.
+
+          On January 24, 2001, the Company filed with the Securities and
+Exchange Commission a Current Report on Form 8-K relating to the Merger
+Agreement.
+
+                                       4
+<PAGE>
+
+                                    PART II
+
+
+ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
+
+         For a discussion of market risk see "Item 7. - Management's Discussion
+and Analysis of Financial Condition and Results of Operations - Other."
+
+                                   PART III
+
+ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
+
+         For information concerning the executive officers of the Company, see
+"Item 1. - Business - Executive Officers."
+
+          Certain information concerning the directors of the Company is set
+forth below. Such information was furnished by them to the Company.
+
+                                       5
+<PAGE>
+
+<TABLE>
+<CAPTION>
+                                                                                  Shares of Common
+          Name and Certain                                                    Stock Owned Beneficially
+      Biographical Information                                                as of January 15, 2001 (1)          Percent of Class
+      ------------------------                                                -------------------------           ----------------
+<S>                                                                           <C>                                 <C>
+CLIFFORD W. STANLEY (Class C director), age 54; President and                         376,186 (2)                       5.34%
+Chief Executive Officer of the Company since January 1988;
+Executive Vice President, Chief Financial Officer, Secretary and
+Treasurer of the Company from April 1986 to January 1988; Vice President -
+Finance of the Company from August 1985 to April 1986; Vice President and
+Chief Operating Officer, Transfer Print Foils, Inc. (hot stamping foils) from
+1984 to August 1985; Vice President of Finance, Permacel Division, Avery
+International from 1982 to 1984; Vice President, Johnson & Johnson from 1979 to
+<CAPTION>
+
+<S>                                                                                  <C>                               <C>
+1982; Director of the Company since January 1987.
+
+TERI E. UNSWORTH (Class C director),                                                  214,222 (3)                       3.10%
+age 49; Vice President - Market Development of the Company since May 1985; Group
+Product Director of Vidal Sassoon, Inc. from 1983 to 1985; Product Director of
+Vidal Sassoon, Inc. from 1981 to 1983; Director of Sales of Vidal Sassoon, Inc.
+from 1979 to 1981; Director of the Company since November 1989.
+
+PETER L. RICHARD (Class A director),                                                      -0-                             -
+age 53; Chairman and Chief Executive Officer of TDG Aerospace (parts supplied to
+commercial aircraft) since 1999; Managing Director, Quasar Corp. (investment
+consultants) since May 1988; Private investor from December 1987 to May 1988;
+Senior Vice President, Moseley Securities Corporation (formerly Moseley,
+Hallgarten, Estabrook & Weeden Inc.) (investment bankers) prior to December
+1987; Director: New Paraho Corp. (oil shale technology); Director of the Company
+since August 1983.
+
+EDWARD J. WALSH (Class A director),                                                    82,935 (4)                       1.21%
+age 68; President and Chief Executive Officer, Sparta Group Ltd. (business
+consultants) since 1987; President and Chief Executive Officer, The Dial
+Corporation (consumer products) from 1984 to 1987; President and Chief Executive
+Officer, Armour International (consumer products) prior to 1984; Director:
+</TABLE>
+
+                                       6
+<PAGE>
+
+<TABLE>
+<S>                                                                                <C>
+The WD-40 Company and Nortrust of Arizona Holding
+Corporation; Director of the Company since November 1987.
+
+THOMAS M. HAYTHE (Class B director),                                                  149,040 (5)                       2.18%
+age 61; Legal and Business Consultant since February 2000; Partner, Haythe &
+Curley (renamed Torys) (law firm) from 1982 to January 2000; Director:
+Novametrix Medical Systems Inc. (manufacturer of electronic medical
+instruments), Ramsay Youth Services, Inc. (provider of youth and educational
+services) and Westerbeke Corporation (manufacturer of marine engine products);
+Director of the Company since June 1983.
+
+GEORGE S. ZABRYCKI (Class B director),                                                 34,500 (6)                        *
+age 57; President, International Food Solutions (manufacturer of food
+ingredients) since May 1992; Vice President-Business
+Planning, Best Foods Affiliate Group, a
+Division of CPC International, Inc., from
+November 1991 to May 1992; Consultant,
+Aqua-Fab Industries, Inc. from March 1991
+to November 1991; President and Chief
+Executive Officer, Heldor Industries, Inc.
+(manufacturer of swimming pools) from March
+1990 to March 1991; Director of Strategic
+Development, Specialty Chemicals Division,
+Union Carbide Corporation from August 1989
+to February 1990; President, Amerchol
+Corporation (manufacturer of specialty
+chemicals) from April 1981 to August 1989;
+Director of the Company since November 1990.
+</TABLE>
+- -------------------
+*    Less than one percent.
+
+(1)  Each of the nominees and the other directors of the Company has sole voting
+     and investment power with respect to all shares shown in the table as
+     beneficially owned by such person.
+
+(2)  Includes 207,000 shares issuable upon the exercise of presently exercisable
+     stock options held by Mr. Stanley.
+
+(3)  Includes 67,167 shares issuable upon the exercise of presently exercisable
+     stock options held by Ms. Unsworth.
+
+(4)  Includes 7,500 shares issuable upon the exercise of presently exercisable
+     stock options held by Mr. Walsh.
+
+(5)  Includes 7,500 shares issuable upon the exercise of presently exercisable
+     stock options held by Mr. Haythe.
+
+                                       7
+<PAGE>
+
+(6)  Includes 7,500 shares issuable upon the exercise of presently exercisable
+     stock options held by Mr. Zabrycki.
+
+
+          Concurrently with the execution of the Merger Agreement, certain
+shareholders of Guest Supply, consisting of all members of the Board of
+Directors of Guest supply and senior members of Guest Supply's management (the
+"Shareholders"), entered into tender agreements (the "Tender Agreements") with
+Sysco pursuant to which each Shareholder agreed, among other things, to tender
+for exchange all of such Shareholder's shares of Guest Supply common stock in
+the Offer and permitting Sysco to vote all of such shares in favor of the
+approval and adoption of the Merger Agreement; provided that each such
+individual has reserved the right to sell up to 15% of his or her holdings into
+the public market. Any such shares not sold on the date that is five days prior
+to the expiration of the Offer will be tendered.
+
+          During the past fiscal year, the Board of Directors of the Company met
+eight times. Each of the persons named in the table above attended at least 87%
+of the meetings of the Board of Directors and meetings of any committees of the
+Board on which such person served which were held during the time that such
+person served.
+
+          The committees of the Board of Directors include a Stock Option
+Committee, whose members are Messrs. Richard, Walsh and Zabrycki; a Compensation
+Committee, whose members are Messrs. Haythe, Richard and Zabrycki; an Audit
+Committee, whose members are Messrs. Richard, Walsh and Zabrycki; an Executive
+Committee, whose members are Messrs. Haythe, Richard, Stanley and Zabrycki; and
+a Nominating Committee, whose members are Messrs. Haythe, Walsh and Zabrycki.
+The Stock Option Committee administers the Company's 1983 Stock Option Plan, the
+1993 Stock Option Plan and the 1996 Long Term Incentive Plan and determines the
+persons who are eligible to receive awards thereunder, the number of shares to
+be subject to each award and the other terms and conditions upon which awards
+under such plans are granted and made exercisable. The Stock Option Committee
+also administers the Company's 1983 Employee Stock Purchase Plan and the 1993
+Employee Stock Purchase Plan. The Compensation Committee administers the
+formulation and submission to the Board of Directors of recommendations on all
+matters related to the salaries, bonuses, fringe benefits or compensation of any
+kind of the executives of the Company. The Audit Committee is authorized to meet
+and discuss with the representatives of any firm of certified public accountants
+retained by the Company the scope of the audit of such firm and question such
+representatives with respect thereto, and to meet with and question employees of
+the Company with respect to financial matters pertaining to the Company. The
+Audit Committee is authorized to make periodic reports to the Board of Directors
+of its actions and findings. The Executive Committee is authorized to act in
+place of the Board of Directors to the extent permitted by law on matters which
+require Board action between meetings of the Board of Directors. The Nominating
+Committee is authorized to nominate individuals to serve as directors of the
+Company. The Nominating Committee will not consider nominees recommended by
+shareholders. The Stock Option Committee met four times, the Audit Committee met
+three times and the Compensation Committee met once during the fiscal year ended
+September 29, 2000. The Nominating Committee and the Executive Committee did not
+meet during such fiscal year.
+
+                                       8
+<PAGE>
+
+          The directors and officers of the Company, other than Messrs. Haythe,
+Richard, Walsh and Zabrycki, are active in its business on a day-to-day basis.
+No family relationships exist between any of the directors and officers of the
+Company.
+
+          The Company's Certificate of Incorporation contains a provision,
+authorized by New Jersey law, which eliminates the personal liability of a
+director of the Company to the Company or to any of its shareholders for
+monetary damages for a breach of his fiduciary duty as a director, except in the
+case where the director breached his duty of loyalty, failed to act in good
+faith or knowingly violated a law, or obtained an improper personal benefit.
+
+Compliance with Section 16(a) of
+the Securities Exchange Act of 1934
+
+          Section 16(a) of the Securities Exchange Act of 1934 requires the
+Company's directors and executive officers, and persons who own more than ten
+percent of the Common Stock, to file with the Securities and Exchange Commission
+initial reports of ownership and reports of changes in ownership of Common
+Stock. Officers, directors and greater than ten percent shareholders are
+required by Securities and Exchange Commission regulations to furnish the
+Company with copies of all Section 16(a) reports they file.
+
+          To the Company's knowledge, based solely on a review of the copies of
+such reports furnished to the Company and representations that no other reports
+were required, during the fiscal year ended September 29, 2000 all Section 16(a)
+filing requirements applicable to its officers, directors and greater than ten
+percent shareholders were complied with.
+
+ITEM 11.  EXECUTIVE COMPENSATION.
+
+          The following table sets forth information for the fiscal years ended
+September 29, 2000, October 1, 1999 and September 30, 1998 concerning the
+compensation paid or awarded to the Chief Executive Officer and the executive
+officers of the Company whose total annual salary and bonus exceeded $100,000
+during the fiscal year ended September 29, 2000.
+
+                                       9
+<PAGE>
+
+                           SUMMARY COMPENSATION TABLE
+
+<TABLE>
+<CAPTION>
+                                                                                 Long-Term
+                                              Annual Compensation           Compensation Awards
+                                              -------------------           -------------------
+   Name and  Principal                                                                                   All Other
+         Position            Fiscal Year        Salary       Bonus              Options (#)           Compensation (1)
+- --------------------------   -----------       --------     -------            -------------          ----------------
+<S>                          <C>              <C>         <C>                  <C>                   <C>
+Clifford W. Stanley                 2000       $280,142    $113,610                      -                 $1,301
+  President and Chief               1999        264,367     159,911                 30,000                  2,112
+  Executive Officer                 1998        242,961           -                      -                  2,112
+
+R. Eugene Biber                     2000       $193,501    $ 79,600                      -                 $1,461
+  Vice President -                  1999        184,977     112,789                 15,000                  2,500
+  Operations                        1998        173,855           -                      -                  2,473
+
+Teri E. Unsworth                    2000       $173,463    $ 20,000                 20,000                 $1,430
+  Vice President -                  1999        150,294      87,868                      -                  2,003
+  Market Development                1998        169,508           -                      -                  1,853
+
+Paul T. Xenis                       2000       $185,415    $ 75,200                      -                 $1,301
+  Vice President -                  1999        174,916     105,840                 20,000                  1,615
+  Finance                           1998        153,939           -                      -                  1,339
+</TABLE>
+
+__________________________
+
+(1)  Amounts under "All Other Compensation" are contribut ions made by the
+     Company on behalf of the executive officer to the Guest Supply, Inc. 401
+     (k) Plan and Trust.
+
+          The following table sets forth the grants of stock options to the
+executive officers named in the Summary Compensation Table during the fiscal
+year ended September 29, 2000. The amounts shown for each of the named executive
+officers as potential realizable values are based on arbitrarily assumed
+annualized rates of stock price appreciation of five percent and ten percent
+over the exercise price of the options during the full terms of the options,
+which would result in stock prices of approximately $23.11 and $36.80,
+respectively. The amounts shown as potential realizable values for all
+shareholders represent the corresponding increases in the market value of
+6,623,124 outstanding shares of the Common Stock held by all shareholders as of
+September 29, 2000, which would total approximately $153,060,064, and
+$243,722,353, respectively. No gain to the optionees is possible without an
+increase in stock price which will benefit all shareholders proportionately.
+These potential realizable values are based solely on arbitrarily assumed rates
+of appreciation required by applicable Securities and Exchange Commission
+regulations. Actual gains, if any, on option exercises and holdings of Common
+Stock are dependent on the future performance of the Common Stock and overall
+stock market conditions. There can be no assurance that the potential realizable
+values shown in this table will be achieved.
+
+                                       10
+<PAGE>
+
+                      STOCK OPTION GRANTS IN FISCAL 2000
+
+<TABLE>
+<CAPTION>
+                                                                                                         Potential Realizable Value
+                                                                                                           at November 9, 2009 at
+                                                                                                           Assumed Annual Rates of
+                                                                                                           Stock Price Appreciation
+                                                                                                               for Option Term
+                                                                                                               ----------------
+                                                                                                        If Stock At      If Stock At
+                                                             Individual Grants                            $ 23.11          $ 36.80
+                        ----------------------------------------------------------------------------    ------------    ------------
+                                               % of Total Options
+                                              Granted to Employees  Exercise or Base
+      Name              Options Granted (#)      in Fiscal Year        Price ($/Sh)   Expiration Date      5%($)            10%($)
+- ------------------------------------------------------------------------------------------------------------------------------------
+<S>                     <C>                   <C>                   <C>              <C>               <C>              <C>
+All Shareholders'            N/A                     N/A                   N/A           N/A           $153,060,064     $243,722,353
+Stock Appreciation
+Teri E. Unsworth          20,000(1)                 26.32%               $14.19     November 9, 2009   $    178,449     $    452,224
+</TABLE>
+_______________
+(1)  These options become exercisable in cumulative annual installments of
+     33-1/3% commencing on November 9, 2000.
+
+          The following table sets forth the number and value, net of exercise
+price, of shares of Common Stock acquired upon exercise of options and warrants
+on the date of exercise by the executive officers named in the Summary
+Compensation Table during the past fiscal year, and the number and value of
+options and warrants held by such executive officers at September 29, 2000.
+
+                    AGGREGATED OPTION/WARRANT EXERCISES IN
+                   THE FISCAL YEAR ENDED SEPTEMBER 29, 2000
+                   AND FISCAL YEAR END OPTION/WARRANT VALUES
+
+<TABLE>
+<CAPTION>
+                                                                                                 Value of Unexercised
+                                                                Number of Unexercised                In-the-Money
+                                                                 Options/Warrants at             Options/Warrants at
+                                                                September 29, 2000 (#)         September 29, 2000 ($)(1)
+                                                              --------------------------     ----------------------------
+                         Shares Acquired
+Name                       on Exercise      Value Realized    Exercisable    Unexercisable   Exercisable    Unexercisable
+- ----                     ---------------    --------------    -----------    -------------   -----------    -------------
+<S>                      <C>                <C>               <C>             <C>             <C>            <C>
+Clifford W. Stanley              103,000     $1,198,204.90        259,500           20,000    $3,242,070         $177,500
+R. Eugene Biber                        0                 0         45,000           25,000       238,500          181,188
+Teri E. Unsworth                  85,750        996,455.48        105,500           20,000     1,349,072           85,000
+Paul T. Xenis                          0                 0        104,167           13,333     1,336,825          118,330
+</TABLE>
+
+________________
+(1)  In-the-money options or warrants are those where the fair market value of
+     the underlying Common Stock exceeds the exercise price of such option or
+     warrant. The value of in-the-money options and warrants is determined in
+     accordance with regulations of the Securities and Exchange Commission by
+     subtracting the aggregate exercise price of such option or warrant from the
+     aggregate year-end value of the underlying Common Stock.
+
+                                      11
+<PAGE>
+Compensation of Directors
+
+          The Company pays its outside directors an annual fee of $10,000 and
+$1,000 for attending each meeting of the Board of Directors of the Company.
+
+Compensation Committee Interlocks and Insider Participation
+
+          During Guest Supply's fiscal year ended September 29, 2000, Haythe &
+Curley (renamed Torys), a law firm of which Mr. Haythe was a member through
+January 31, 2000, provided general legal representation to Guest Supply.
+
+          Pursuant to an agreement dated August 6, 1997, as amended, between
+Guest Supply and Mr. Haythe (the "Agreement"), Mr. Haythe acts as general
+counsel for Guest Supply. The Agreement provides, among other things, for the
+payment of a monthly retainer of $7,500 (credited on a current basis against his
+fees for services rendered to Guest Supply) and the payment of up to three years
+of such retainer upon the termination of the Agreement in the case of certain
+change-of-control events involving Guest Supply. The term of the Agreement is
+for a three year period with automatic yearly extensions. In connection with the
+Merger Agreement with Sysco, Mr. Haythe entered into an amendment to the
+Agreement with the Company which will take effect only upon the closing of the
+Offer or the Merger described above under Recent Event. The terms of such
+amendment will be summarized in the documents of Sysco and the Company to be
+filed with the SEC and delivered to the shareholders of the Company in
+connection with the Offer and the Merger Agreement.
+
+Employment Agreements
+
+          Effective August 1, 1997, the Company entered into employment
+agreements with each of Clifford W. Stanley, R. Eugene Biber, Teri E. Unsworth
+and Paul T. Xenis at annual salaries subject to increases at the discretion of
+the Board of Directors. The term of each employment agreement is for a three-
+year period with automatic yearly extensions. Mr. Stanley is President, Chief
+Executive Officer and Chairman of the Board of Directors of the Company, Mr.
+Biber is Vice President - Operations, Ms. Unsworth is Vice President - Market
+Development and a director of the Company and Mr. Xenis is Vice President -
+Finance and Secretary. Each agreement also provides for a cash payment of up to
+three years' annual salary upon termination by the Company of the employee's
+employment other than for cause and upon the employee's voluntary termination
+within one year following certain change of control events involving the
+Company. In connection with the Merger Agreement with Sysco, each of Mr.
+Stanley, Mr. Biber and Mr. Xenis have entered into new employment agreements
+with the Company, and Ms. Unsworth has entered into an amendment of her
+employment agreement with the Company, each of which will take effect only upon
+the closing of the Offer or the Merger described above under Recent Event. The
+terms of the new employment agreements and amendment will be summarized in the
+documents of Sysco and the Company to be filed with the SEC and delivered to the
+shareholders of the Company in connection with the Offer and the Merger
+Agreement.
+
+                                       12
+
+<PAGE>
+
+ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
+
+          The shareholders (including any "group" as that term is used in
+Section 13(d)(3) of the Securities Exchange Act of 1934) who, to the knowledge
+of the Board of Directors of the Company, owned beneficially more than five
+percent of any class of the outstanding voting securities of the Company as of
+January 15, 2001, each director and each executive officer named in the Summary
+Compensation Table of the Company who owned beneficially shares of Common Stock
+and all directors and executive officers of the Company as a group, and their
+respective shareholdings as of such date (according to information furnished by
+them to the Company), are set forth in the following table. Except as indicated
+in the footnotes to the table, all of such shares are owned with sole voting and
+investment power.
+
+<TABLE>
+<CAPTION>
+                                                                   Shares of
+                                                                  Common Stock            Percent
+Name and Address                                                Owned Beneficially        Of Class
+- ----------------                                                ------------------        --------
+<S>                                                             <C>                       <C>
+Summerset Group LLC...........................................        595,900 (1)           8.98%
+ 1640 Dartmouth Lane
+ Deerfield, Illinois  60015
+
+Investment Counselors of......................................        541,000 (2)           8.16%
+ Maryland, Inc.
+ 803 Cathedral Street
+ Baltimore, Maryland  21201
+
+Rose Capital..................................................        536,637 (3)           8.09%
+ 2480 Colts Neck Road
+ Blacklick, Ohio  43004
+
+Dimensional Fund Advisors Inc.................................        453,950 (4)           6.84%
+ 1299 Ocean Avenue
+ Santa Monica, California  90401
+
+Citigroup Inc., Salomon Smith Barney Inc., Salomon Brothers...        402,157 (5)           6.06%
+ Holding Company Inc. and Salomon Smith Barney Holdings Inc.
+ (4)
+
+BFMA Holding Corporation......................................        335,700 (6)           5.06%
+ 50 East Sample Road, Suite 400
+ Pompano Beach, Florida
+ 33064
+
+R. Eugene Biber...............................................         49,353 (7)              *
+ 4301 U.S. Highway One
+ Monmouth Junction,
+ New Jersey  08852
+
+Thomas M. Haythe..............................................        149,040 (8)           2.18%
+ 4301 U.S. Highway One
+ Monmouth Junction,
+ New Jersey  08852
+</TABLE>
+
+                                       13
+<PAGE>
+
+<TABLE>
+<S>                                                                   <C>              <C>
+Peter L. Richard..............................................               -0-               -
+ 4301 U.S. Highway One
+ Monmouth Junction,
+ New Jersey  08852
+
+Clifford W. Stanley...........................................        376,186 (9)           5.34%
+ 4301 U.S. Highway One
+ Monmouth Junction,
+ New Jersey  08852
+
+Teri E. Unsworth..............................................       214,222 (10)           3.10%
+ 4301 U.S. Highway One
+ Monmouth Junction,
+ New Jersey  08852
+
+Edward J. Walsh...............................................        82,935 (11)           1.21%
+ 4301 U.S. Highway One
+ Monmouth Junction,
+ New Jersey  08852
+
+Paul T. Xenis.................................................       136,717 (12)           1.98%
+ 4301 U.S. Highway One
+ Monmouth Junction,
+ New Jersey  08852
+
+George S. Zabrycki............................................        34,500 (13)              *
+ 4301 U.S. Highway One
+ Monmouth Junction,
+ New Jersey  08852
+
+All Directors and Officers
+ as a Group (eight persons)...................................     1,042,953  (7) (8)      14.39%
+                                                                              (9)(10)
+                                                                             (11)(12)
+                                                                             (13)
+</TABLE>
+
+
+- -------------------------
+*  Less than one percent.
+
+(1)   Information as to these holdings is based upon a report on Schedule 13D
+      filed with the Securities and Exchange Commission by Summerset Group LLC,
+      a limited liability company, whose principal business is to invest in and
+      hold securities. This report indicates that 595,900 shares were owned with
+      sole dispositive power and sole voting power.
+
+(2)   Information as to these holdings is based upon a report on Schedule 13G/A
+      filed with the Securities and Exchange Commission by Investment Counselors
+      of Maryland, Inc., a registered investment advisor. Based upon such
+      information, 541,000 shares were owned with sole dispositive power. Of the
+      541,000 shares owned, 491,000 were owned with sole voting power and 50,000
+      shares were owned with shared voting power, according to the Schedule 13G
+      filed.
+
+(3)   Information as to these holdings is based upon a report on Schedule 13D
+      filed with the Securities and Exchange Commission by Rose Capital, a
+      registered investment advisor. Based upon such information, 536,637 shares
+      were owned with sole dispositive power and sole voting power.
+
+                                       14
+<PAGE>
+
+(4)    Information as to the holdings of Dimensional Fund Advisors Inc., a
+       registered investment advisor ("Dimensional"), is based upon a report on
+       Schedule 13G filed with the Securities and Exchange Commission. Such
+       report indicates that 453,950 shares were owned with sole dispositive
+       power and with sole voting power. Dimensional furnishes investment advice
+       to registered investment companies and serves as investment manager to
+       certain other investment vehicles. In its role as investment advisor and
+       investment manager, Dimensional possesses both voting and investment
+       power over the shares owned by its clients. All 453,950 shares are owned
+       by clients of Dimensional and Dimensional disclaims beneficial ownership
+       of all such shares.
+
+(5)    Information as to these holdings is based upon a report on Schedule 13G
+       filed with the Securities and Exchange Commission by Citigroup Inc.
+       ("Citigroup"), Salomon Smith Barney Inc. ("SSB"), Salomon Brothers
+       Holding Company Inc. ("SBHC"), and Salomon Smith Barney Holdings Inc.
+       ("SSB Holdings"). Based upon such information, 402,157 shares were owned
+       with shared voting and dispositive power. Citigroup is the sole
+       stockholder of SSB Holdings; SSB Holdings is the sole stockholder of
+       SBHC; and SBHC is the sole stockholder of SSB. Citigroup and SSB Holdings
+       disclaim beneficial ownership of all 402,157 shares. The address for
+       Citigroup is 153 East 53rd Street, New York, New York 10043 and the
+       address for SSB Holdings, SBHC and SSB is 388 Greenwich Street, New York,
+       New York 10043.
+
+(6)    Information as to these holdings is based upon a report on Schedule 13D
+       filed with the Securities and Exchange Commission by BFMA Holding
+       Corporation ("BFMA"). This report indicates that 335,700 shares were
+       owned with sole dispositive power and sole voting power.
+
+(7)    Includes 45,000 shares issuable upon the exercise of presently
+       exercisable stock options and 3,000 shares issuable upon the exercise of
+       stock options which will vest March 6, 2001 held by Mr. Biber.
+
+(8)    Includes 7,500 shares issuable upon the exercise of presently exercisable
+       stock options held by Mr. Haythe.
+
+(9)    Includes 207,000 shares issuable upon the exercise of presently
+       exercisable stock options held by Mr. Stanley.
+
+(10)   Includes 67,167 shares issuable upon the exercise of presently
+       exercisable stock options held by Ms. Unsworth.
+
+(11)   Includes 7,500 shares issuable upon the exercise of presently exercisable
+       stock options held by Mr. Walsh.
+
+(12)   Includes 59,167 shares issuable upon the exercise of presently
+       exercisable stock options held by Mr. Xenis.
+
+(13)   Includes 7,500 shares issuable upon the exercise of presently exercisable
+       stock options and 15,000 shares issuable pursuant to presently
+       exercisable warrants held by Mr. Zabrycki.
+
+          Concurrently with the execution of the Merger Agreement, certain
+shareholders of Guest Supply, consisting of all members of the Board of
+Directors of Guest Supply and senior members of Guest Supply's management (the
+"Shareholders"), entered into the Tender Agreements with Sysco pursuant to which
+each Shareholder agreed, among other things, to tender for exchange all of such
+Shareholder's shares of Guest Supply common stock in the Offer and permitting
+Sysco to vote all of such shares in favor of the approval and adoption of the
+Merger Agreement; provided that each such individual has reserved the right to
+sell up to 15% of his or her holdings into the public market. Any such shares
+not sold on the date that is five days prior to the expiration of the Offer will
+be tendered.
+
+                                       15
+<PAGE>
+
+ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
+
+          During Guest Supply's fiscal year ended September 29, 2000, Haythe &
+Curley (renamed Torys), a law firm of which Mr. Haythe was a member through
+January 31, 2000, provided general legal representation to Guest Supply.
+
+          Pursuant to an agreement dated August 6, 1997, as amended, between
+Guest Supply and Mr. Haythe (the "Agreement"), Mr. Haythe acts as general
+counsel for Guest Supply. The Agreement provides, among other things, for the
+payment of a monthly retainer of $7,500 (credited on a current basis against his
+fees for services rendered to Guest Supply) and the payment of up to three years
+of such retainer upon the termination of the Agreement in the case of certain
+change-of-control events involving Guest Supply. The term of the Agreement is
+for a three year period with automatic yearly extensions. In connection with the
+Merger Agreement with Sysco, Mr. Haythe entered into an amendment to the
+Agreement with the Company which will take effect only upon the closing of the
+Offer or the Merger described above under Recent Event. The terms of such
+amendment will be summarized in the documents of Sysco and the Company to be
+filed with the SEC and delivered to the shareholders of the Company in
+connection with the Offer and the Merger Agreement.
+
+
+                                       16
+<PAGE>
+
+                                  SIGNATURES
+
+          Pursuant to the requirements of Section 13 or 15(d) of the Securities
+Exchange Act of 1934, the registrant has duly caused this report to be signed on
+its behalf by the undersigned thereunto duly authorized.
+
+Dated:  January 26, 2001
+
+                              GUEST SUPPLY, INC.
+
+
+
+                              By  /s/ Clifford W. Stanley
+                                -----------------------------
+                                      Clifford W. Stanley
+                                      President
+
+          Pursuant to the requirements of the Securities Exchange Act of 1934,
+this report has been signed below by the following persons on behalf of the
+registrant and in the capacities and on the dates indicated.
+
+
+
+Dated:  January 26, 2001            By  /s/ Clifford W. Stanley
+                                      -----------------------------
+                                            Clifford W. Stanley
+                                            President, Principal
+                                            Executive Officer and
+                                            Director
+
+
+
+Dated:  January 26, 2001            By             *
+                                      ----------------------------------------
+                                            Thomas M. Haythe
+                                            Director
+
+
+Dated:  January 26, 2001            By             *
+                                      ----------------------------------------
+                                            Peter L. Richard
+                                            Director
+
+                                       17
+<PAGE>
+
+Dated:  January 26, 2001            By            *
+                                      ------------------------------------------
+                                         Teri E. Unsworth
+                                         Vice President -
+                                         Market Development and
+                                         Director
+
+
+
+Dated:  January 26, 2001            By            *
+                                      ------------------------------------------
+                                         Edward J. Walsh
+                                         Director
+
+
+
+Dated:  January 26, 2001            By            *
+                                      ------------------------------------------
+                                         George S. Zabrycki
+                                         Director
+
+
+
+Dated:  January 26, 2001            By            *
+                                      ----------------------------------------
+                                         Paul T. Xenis
+                                         Vice President -
+                                         Finance and
+                                         Principal Financial
+                                         and Accounting Officer
+
+
+
+                                    *By  /s/ Clifford W. Stanley
+                                       -----------------------------
+                                         Clifford W. Stanley
+                                         Attorney-in-fact
+
+                                       18
+<PAGE>
+
+                               Index to Exhibits
+                               -----------------
+<TABLE>
+<CAPTION>
+                                                                                      Page
+                                                                                      ----
+<S>                                                                                   <C>
+4(f)      Amendment No. 1 dated as of August 15, 1997 by and among the Company,
+          First Fidelity Bank and ChaseMellon Shareholder Services, L.L.C. to
+          the Rights Agreement (incorporated by reference to Exhibit 4.1 to the
+          Company's Current Report on Form 8-K dated September 8, 1998).               --
+
+10(i)     Employment Agreement dated as of August 6, 1997 between the Company
+          and Clifford W. Stanley (incorporated by reference to Exhibit 10(i) to
+          the Company's Annual Report on Form 10-K for the year ended September
+          30, 1997).                                                                   --
+
+10(j)     Employment Agreement dated as of August 6, 1997 between the Company
+          and Teri E. Unsworth (incorporated by reference to Exhibit 10(j) to
+          the Company's Annual Report on Form 10-K for the year ended September
+          30, 1997).                                                                   --
+
+10(k)     Employment Agreement dated as of August 6, 1997 between the Company
+          and Paul T. Xenis (incorporated by reference to Exhibit 10(k) to the
+          Company's Annual Report on Form 10-K for the year ended September 30,
+          1997).                                                                       --
+
+10(l)     Employment Agreement dated as of August 6, 1997 between the Company
+          and R. Eugene Biber (incorporated by reference to Exhibit 10(l) to the
+          Company's Annual Report on Form 10-K for the year ended September 30,
+          1997).                                                                       --
+
+10(m)     General Counsel Agreement dated as of August 6, 1997 between the
+          Company and Thomas M. Haythe (incorporated by reference to Exhibit
+          10(m) to the Company's Annual Report on Form 10-K for the year ended
+          September 30, 1997).                                                         --
+
+10(n)     Revolving Credit Agreement by and among the Company, Guest Packaging,
+          Inc., Breckenridge-Remy Co., and Guest Distribution Services, Inc.,
+          all as the Borrower, PNC Bank, National Association, First Union
+          National Bank, both as Lenders and PNC Bank, National Association, as
+          agent, dated as of December 3, 1997 (incorporated by reference to
+          Exhibit 10(n) to the Company's Annual Report on Form 10-K for the year
+          ended September 30, 1997).                                                   --
+
+10(o)     Revolving Credit Note dated December 3, 1997 made by the Company,
+          Guest Packaging, Inc., Breckenridge-Remy Co. and Guest Distribution
+          Services, Inc., as joint and several obligors to First Union National
+          Bank (incorporated by reference to Exhibit 10(o) to the Company's
+          Annual Report on Form 10-K for the year ended September 30, 1997).           --
+</TABLE>
+
+                                       19
+<PAGE>
+
+<TABLE>
+<S>                                                                                   <C>
+10(p)     Revolving Credit Note dated December 3, 1997 made by the Company,
+          Guest Packaging, Inc., Breckenridge-Remy Co. and Guest Distribution
+          Services, Inc., as joint and several obligors to PNC Bank, National
+          Association (incorporated by reference to Exhibit 10(p) to the
+          Company's Annual Report on Form 10-K for the year ended September 30,
+          1997).                                                                       --
+
+10(q)     Form of Note Purchase Agreement dated as of December 3, 1997 by and
+          among the Company, Breckenridge-Remy Co., Guest Distribution Services,
+          Inc., Guest Packaging, Inc. and each of The Mutual Life Insurance
+          Company of New York, AUSA Life Insurance Company, Inc., Great-West
+          Life & Annuity Insurance Company and Nationwide Life and Annuity
+          Insurance Company (incorporated by reference to Exhibit 10(q) to the
+          Company's Annual Report on Form 10-K for the year ended September 30,
+          1997).                                                                       --
+</TABLE>
+
+                                       20
+</TEXT>
+</DOCUMENT>
+</SEC-DOCUMENT>
+-----END PRIVACY-ENHANCED MESSAGE-----