-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Pf0nVagGtYwqFza94tdvEaotdZePtNfRq9DN7RpE/uqPXOBZ/eBERN1iiOCz1i2n QGO3sYkt8Pb3La9rWtTz0g== 0000950103-01-000064.txt : 20010129 0000950103-01-000064.hdr.sgml : 20010129 ACCESSION NUMBER: 0000950103-01-000064 CONFORMED SUBMISSION TYPE: SC TO-C PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010125 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SODEXHO MARRIOTT SERVICES INC CENTRAL INDEX KEY: 0000905036 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 520936594 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC TO-C SEC ACT: SEC FILE NUMBER: 005-42819 FILM NUMBER: 1514714 BUSINESS ADDRESS: STREET 1: 9801 WASHINGTONIAN BOULEVARD CITY: GAITHERSBURG STATE: MD ZIP: 20878 BUSINESS PHONE: 3019474431 MAIL ADDRESS: STREET 1: 9801 WASHINGTONIAN BOULEVARD CITY: GAITHERSBURG STATE: MD ZIP: 20878 FORMER COMPANY: FORMER CONFORMED NAME: MARRIOTT INTERNATIONAL INC DATE OF NAME CHANGE: 19930517 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SODEXHO ALLIANCE S A CENTRAL INDEX KEY: 0000926472 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 042204498 STATE OF INCORPORATION: I0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-C BUSINESS ADDRESS: STREET 1: 3 AVENUE NEWTON STREET 2: 78180 MONTIGNY LE BRETONNEUX CITY: FRANCE STATE: I0 BUSINESS PHONE: 6179517292 MAIL ADDRESS: STREET 1: 3 AVENUE NEWTON STREET 2: 78180 MONTIGNY LE BRETONNEUX CITY: FRANCE STATE: I0 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: SODEXHO S A DATE OF NAME CHANGE: 19940707 SC TO-C 1 0001.txt =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- SCHEDULE TO (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 SODEXHO MARRIOTT SERVICES, INC. (Name of Subject Company) SODEXHO ALLIANCE, S.A. (Offeror) Common Stock, par value $1.00 per share (Title of Class of Securities) ----------------------- 833793102 (Cusip Number of Class of Securities) Bernard Carton Sodexho Alliance, S.A. 3, avenue Newton 78180 Montigny-le-Bretonneux, France Telephone: 011-331-3085-7304 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) Copies to: Paul Kingsley, Esq. Davis Polk & Wardwell 450 Lexington Avenue New York, New York 10017 Telephone: (212) 450-4000 [X] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [ ] third-party tender offer subject to Rule 14d-1. [ ] issuer tender offer subject to Rule 13e-4. [ ] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer. [ ] =============================================================================== [Press Release] Paris, France - January 25, 2001 Sodexho Alliance Proposes Cash Offer for Sodexho Marriott Services Sodexho Alliance, the world leader in food and management services, has submitted to the Board of Directors of Sodexho Marriott Services a proposal to acquire all the Sodexho Marriott Services shares it does not already own for $27 in cash per share. This represents a premium of approximately 9% over the closing market price of Sodexho Marriott Services shares on January 24, 2001, and 21% and 44% over the average price of Sodexho Marriott Services shares over the past 30 and 180 days respectively. Sodexho Alliance has owned an approximate 48% stake in Sodexho Marriott Services since its formation in 1998. Based on 33,339,650 Sodexho Marriott Services shares held by the public on January 9, 2001, the total equity value of the offer is approximately $ 900 million. Sodexho Alliance has also proposed cashing out all vested, in-the-money Sodexho Marriott Services employee stock options at their spread value and rolling over any other Sodexho Marriott Services employee stock options into Sodexho Alliance stock-based awards. Pierre Bellon declared : "In May 1999, Michel Landel was appointed Chief Executive Officer of Sodexho Marriott Services by unanimous vote of the Board. We have the highest regard for the management and associates of Sodexho Marriott Services in whom we have full confidence. We do not anticipate any change in the strategy and operations of Sodexho Marriott Services". The proposal is subject to due diligence, negotiation and execution of mutually satisfactory definitive agreements, receipt of required governmental clearances and other customary conditions. Sodexho Alliance intends to fund the transaction through a combination of equity and debt financing to maintain an appropriate level of leverage. Sodexho Alliance is being advised on the transaction by Goldman Sachs. ----------------------- Information about Sodexho Alliance : Sodexho Alliance was founded in 1966 by its current Chairman, Pierre Bellon. It is today the world leader in Food and Management Services. With 286,000 employees and operations in 70 countries and 22,200 sites, Sodexho Alliance generated Euro 10.5 billion in sales in fiscal year ended August 31, 2000. Sodexho Alliance has been listed since 1983 in Paris and has a market capitalization of Euro 6.9 billion. Since its creation, Sodexho Marriott Services has been fully consolidated into Sodexho Alliance's accounts. Information about Sodexho Marriott Services : Sodexho Marriott Services (NYSE-SDH) was formed in 1998 through the combination of Sodexho's North American operations and Marriott Management Services. Sodexho Marriott Services is the largest provider of Food and Management Services in North America, with $4.7 billion sales for fiscal year ended September 1, 2000. Headquartered in Gaithersburg, Maryland, the company operates at 5,000 locations across the U.S. and Canada. US legend : Sodexho Alliance has not yet commenced any tender offer based on the proposal described in this press release. Upon the commencement of any tender offer, Sodexho Alliance would file a tender offer statement with the Securities and Exchange Commission. Sodexho Marriott Services shareholders should read this tender offer statement if and when it becomes available, because it will contain important information. The tender offer statement and other documents filed by Sodexho Alliance about the offer would be available free of charge at the Securities and Exchange Commission's website (http//www.sec.gov) and also from the information agent for the tender offer. Contact : Jean-Jacques VIRONDA - Investor Relations Tel: + 33 (1) 30 85 72 03 - Fax: + 33 (1) 30 85 51 81 - E-mail: vironda.jeanjacques@sodexho-alliance.fr -----END PRIVACY-ENHANCED MESSAGE-----