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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date Of Report (Date Of Earliest Event Reported): May 1, 2001
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SODEXHO MARRIOTT SERVICES, INC.
(Exact Name Of Registrant As Specified In Its Charter)
Delaware 1-12188 52-0936594
(State Or Other (Commission (IRS Employer
Jurisdiction File Number) Identification
Of Incorporation) Number)
9801 Washingtonian Boulevard
Gaithersburg, Maryland 20878
(Address Of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code:
(301) 987-4500
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events.
Pursuant to an Agreement and Plan of Merger dated as of May 1, 2001
(the "Merger Agreement"), among Sodexho Alliance, S.A. ("Sodexho Alliance"), SMS
Acquisition Corp., a wholly owned subsidiary of Sodexho Alliance ("Merger Sub"),
and Sodexho Marriott Services, Inc. (the "Company"), a copy of which is filed
herewith as Exhibit 2.1, Sodexho Alliance and Merger Sub will commence an offer
to purchase all of the outstanding shares of the Company common stock, par value
$1.00 per share ("Company Common Stock"), not currently owned by Sodexho
Alliance (the "Offer") at a price of $32.00 in cash per share. After the Offer
has been consummated, Merger Sub and the Company will effect a merger in which
Merger Sub will be merged with and into the Company (the "Merger") with the
Company continuing as the surviving corporation and as a wholly owned subsidiary
of Sodexho Alliance. In the Merger, any remaining outstanding shares of Company
Common Stock will be exchanged for the same price per share paid in the Offer.
The parties intend to consummate the Offer and the Merger as soon as
practicable following the satisfaction or waiver of the conditions to closing
set forth in the Merger Agreement. Consummation of the Offer is conditioned
upon, among other things, (i) there having been validly tendered and not
withdrawn prior to the expiration of the Offer a number of shares of Company
Common Stock that, together with the shares of Company Common Stock then owned
by Sodexho Alliance, represents at least a majority of the shares of Company
Common Stock outstanding on a fully-diluted basis, and (ii) other customary
closing conditions including those set forth in Annex 1 to the Merger Agreement.
The transaction is not subject to any financing condition.
All references to the Merger Agreement are qualified in their entirety
by the full text of the Merger Agreement, a copy of which is attached as Exhibit
2.1 hereto and is incorporated by reference herein.
On May 2, 2001, the Company issued a press release announcing the
signing of the Merger Agreement, a copy of which is attached as Exhibit 99.1
hereto and is incorporated by reference herein.
Item 7. Financial Statements, Pro Forma Financial Information And Exhibits.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of May 1, 2001, among Sodexho
Marriott Services, Inc., Sodexho Alliance, S.A. and SMS Acquisition
Corp.
99.1 Press Release, dated May 2, 2001, issued by Sodexho Marriott Services,
Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Sodexho Marriott Services, Inc.
Date: May 4, 2001 By: /s/ Robert A. Stern
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Robert A. Stern
Senior Vice President and General Counsel
EXHIBIT INDEX
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Exhibit
Number Exhibit
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2.1 Agreement and Plan of Merger, dated as of May 1, 2001, among
Sodexho Marriott Services, Inc., Sodexho Alliance, S.A. and
SMS Acquisition Corp.
99.1 Press Release, dated May 2, 2001, issued by Sodexho Marriott
Services, Inc.