<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