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: | |
o | third-party tender offer subject to Rule 14d-1. |
o | issuer tender offer subject to Rule 13e-4. |
o | going-private transaction subject to Rule 13e-3. |
o | 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. o |
Chairman's Message to the Annual Shareholders' Meeting February 26, 2001 |
Ladies and Gentlemen, |
Fiscal Year 1999/2000 |
Sodexho Alliance enjoyed a strong upturn in organic growth during the 12 months that ended August 31, 2000, with sales rising by 7%, earnings before interest, tax and amortization (EBITA) by 19% and Group share of recurring consolidated net income by 27%. Free cash flow improved by 44%. On a reported basis,consolidated sales increased by 16% to €10.5 billion. Today, we operate in 70 countries and generate 88% of our sales outside France. Including Sodexho Marriott Services, we manage 22,200 sites and employ 286,000 people around the world. |
Recent developments |
Sodexho Alliance has owned an approximate 48% interest in Sodexho Marriott Services since the company was created in 1998. On January 25, 2001, we submitted to the Board of Directors of Sodexho Marriott Services an offer to acquire all the Sodexho Marriott Services shares we do not already own for $27 in cash per share. The total equity value of the offer is $900 million. On January 29, the Sodexho Marriott Services Board appointed a special committee of non-executive Directors to study, evaluate and, if necessary, negotiate the terms of our proposal. The Sodexho Marriott Services share continues to trade above the $27 we are offering, reflecting investor expectations that we will sweeten our bid. At $27 a share, accretion of our earnings is limited. As the proposed acquisition is essentially a financial transaction, we will follow through only if it clearly benefits Sodexho Alliance shareholders. As soon as we have received a reply to our offer, the Board of Directors of Sodexho Alliance will meet to consider the next steps. |
Outlook |
All our businesses enjoy strong potential for growth. We estimate this at more than 380 billion in the countries where we operate. Hence, we benefit from considerable capacity for organic development. For the current fiscal year and the next two years, we are committed to driving 15% to 20% average annual growth in net recurring earnings per share at constant exchange rates. We will generate this growth in three ways.
We will successfully meet this new challenge by focusing on the following processes: |
— | Shift our management-oriented culture to a culture driven by marketing, innovation and a greater attention to clients. We already partner our clients with superior-quality services. Now, we are moving to the next stage,demonstrating that by making their facility a more pleasant place to live or work, Sodexho can help enhance the value of their company or institution. |
— | Strengthen employee pride in Sodexho and showcase the importance of their work and what they do every day to improve the quality of life for others. |
— | Develop younger talents within our organization, in a renewal of our long-standing commitment to nurturing entrepreneurs. |
— | Gradually extend the use of information and communication technologies on our sites, among countries and segments, and with suppliers, clients and customers, to improve the quality of the services we deliver. |
On behalf of all our shareholders, I would like to thank all our clients for their continued confidence and commend all our many employees, whose professionalism, dedication and efficiency are each day helping to ensure Sodexho Alliance's success around the world. Pierre Bellon |