4 1 jul1001_sodexhoall4.txt FORM 4 OMB APPROVAL OMB Number: 3235-0287 [X] Check this box if no longer Expires: December 31, 2001 subject to Section 16. Form 4 or Estimated average burden Form 5 obligations may hours per response...0.5 continue. See Instruction 1(b). UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 (Print or Type Responses) 1. Name and Address of Reporting Person* Sodexho Alliance, S.A. -------------------------------------------------------------- (Last) (First) (Middle) 3, avenue Newton -------------------------------------------------------------- (Street) Montigny-le-Bretonneux France 78180 -------------------------------------------------------------- (City) (State) (Zip) 2. Issuer Name and Ticker or Trading Symbol Sodexho Marriott Services, Inc. (SDH) -------------------------------------------------------------- 3. IRS Identification Number of Reporting Person, if an entity (Voluntary) -------------------------------------------------------------- 4. Statement for Month/Year 6/01 -------------------------------------------------------------- 5. If Amendment, Date of Original (Month/Year) -------------------------------------------------------------- 6. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner ------ ------ Officer (give Other (specify ------ title below) ------ below) --------------------------------- 7. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person --- Form filed by More than One Reporting Person --- Table I -- Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Trans- 3. Trans- 4. Securities Acquired (A) 5. Amount of 6. Owner- 7. Nature action action or Disposed of (D) Securities ship of Date Code (Instr. 3, 4 and 5) Beneficially Form: Indirect (Instr. 8) Owned at Direct Bene- End of Month (D) or ficial (Month/ (Instr. 3 Indirect Owner- Day/ (A) or and 4) (I) ship Year) Code V Amount (D) Price (Instr. 4) (Instr.4) ----------------------------------------------------------------------------------------------------------------------------------- Common Stock, par value $1.00 per share 6/14/01 J(1) 29,411,530(1) A $32.00 (1) I(1) (1) Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). Potential persons who are to respond to the collection of information contained in this form are not (Over) required to respond unless the form displays a currently valid OMB control number. SEC 1474 (3-99)
FORM 4 (continued) Table II--Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Deriva- 2. Conver- 3. Trans- 4. Trans- 5. Number of 6. Date 7. Title and 8. Price 9. Number 10. Owner- 11. Nature tive Security sion or action action Deriva- Exer- Amount of of De- ship of Instr. 3) Exer- Date Code tive cisable of Under- Deriv- rivative Form In- cise (Month/ (Instr. Securi- and lying ative Secur- of De- direct Price Day/ 8) ties Expira- Securi- Secur- ities rivative Benefi- of Year) Acquired tion ties ity Bene- Secur- cial Deri- (A) or Date (Instr. (Instr. ficially ity: Owner- vative Disposed (Month/ 3 and 5) Owned Direct(D) ship Secur- of (D) Day/ 4) at End or In- (Instr. ity (Instr. Year) of direct 4) 3, 4 and Month (I) 5) (Instr. (Instr. 4) 4) Amount or Date Expi- Number Exer- ration of Code V (A) (D) cisable Date Title Shares ----------------------------------------------------------------------------------------------------------------------------------- Explanation of Responses: (1) These 29,411,530 shares were acquired on June 14, 2001 by SMS Acquisition Corp. ("Purchaser"), a wholly-owned subsidiary of Sodexho Alliance, S.A. ("Sodexho"), pursuant to a tender offer made by Purchaser for all outstanding shares of Sodexho Marriott Services, Inc. ("SMS") other than the 29,949,925 shares already owned by Sodexho. Following completion of the offer, Sodexho transferred the 29,949,925 shares to Purchaser. On June 20, 2001, Purchaser was merged into SMS, resulting in SMS becoming a wholly-owned subsidiary of Sodexho. As a result of the merger, (A) all shares held by Purchaser were canceled, (B) each other remaining share was converted into the right to receive $32.00 in cash from Sodexho and (C) SMS ceased to have any security listed under Section 12 of the Securities Exchange Act of 1934. **Intentional misstatements or omissions of facts constitute Federal Criminal Violations. /s/ Pierre Bellon 7/10/01 See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). ------------------------------- ---------------- **Signature of Reporting Person Date Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. Page 2