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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-3
(Amendment No.1)
RULE 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
SODEXHO MARRIOTT SERVICES, INC.
(Name of Issuer)
SODEXHO MARRIOTT SERVICES, INC.
(Name of Person(s) Filing Statement)
Common Stock, $1.00 par value
Rights to purchase Series A Junior Participating Preferred Stock
(Title of Class of Securities)
833793 10 2
(CUSIP Number of Class of Securities)
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Robert A. Stern, Esq.
Senior Vice President and General Counsel
Sodexho Marriott Services, Inc.
9801 Washingtonian Boulevard
Gaithersburg, MD 20878
(301) 987-4000
(Name, Address and Telephone Number of Persons Authorized to Receive Notices and
Communications on Behalf of Persons Filing Statement)
_________________
Copies to:
Howard I. Flack, Esq. Thomas H. McCormick, Esq.
Joseph G. Connolly, Jr., Esq. Thomas J. Plotz, Esq.
Hogan & Hartson L.L.P. Shaw Pittman
555 13th Street, N.W. 2300 N Street, N.W.
Washington, D.C. 20004 Washington, D.C. 20037
(202) 637-5600 (202) 663-8000
This statement is filed in connection with (check the appropriate box):
a. [ ] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the Securities
Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of
1933.
c. [X] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [ ]
Check the following box if the filing is a final amendment reporting the
results of the transaction: [ ]
Calculation of Filing Fee
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Transaction Valuation (1) Amount of Filing Fee (2)
$1,172,701,536 $234,541
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(1) Estimated for the purposes of calculating the amount of the filing fee
only. This calculation assumes the purchase of 36,646,923 shares of Common
Stock, par value $1.00 per share (the "Shares" or the "Common Stock"), of
Sodexho Marriott Services, Inc., at a purchase price of $32.00 per Share
net in cash. Such number of Shares represents the 63,723,383 Shares
outstanding and exercisable options to purchase 2,873,465 Shares, in each
case, as of May 11, 2001, less the 29,949,925 Shares already beneficially
owned by Sodexho Alliance, S.A.
(2) The amount of the filing fee, calculated in accordance with Rule 0-11 of
the Securities Exchange Act of 1934, as amended, equals 1/50th of one
percent of the value of the transaction.
[X] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $234,541
Form or Registration No.: Schedule TO
Filing Party Sodexho Alliance, S.A.
Date Filed: May 17, 2001
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This Amendment No. 1 (this "Amendment") amends the Rule 13e-3 Transaction
Statement on Schedule 13E-3 (the "Schedule 13E-3") initially filed by Sodexho
Marriott Services, Inc., a Delaware corporation ("SMS"), with the Securities and
Exchange Commission (the "SEC") on May 17, 2001. The Schedule 13E-3 and this
Amendment relate to the tender offer by SMS Acquisition Corp. (the "Purchaser"),
a Delaware corporation and a wholly-owned subsidiary of Sodexho Alliance, S.A.,
a French corporation ("Sodexho"), to purchase all of the outstanding Shares at a
purchase price of $32.00 per Share, net to the seller in cash (the "Offer
Price"), upon the terms and subject to the conditions set forth in the
Purchaser's Offer to Purchase, dated May 17, 2001 (the "Offer to Purchase"), and
in the related Letter of Transmittal (which, together with any amendments or
supplements thereto, collectively constitute the "Offer"). This Amendment is
being filed on behalf of SMS. Capitalized terms used and not defined herein
shall have the meaning assigned to such terms in the Schedule 13E-3.
Items 1 though 15.
Items 1 through 15 are hereby amended and supplemented to include the
information contained in Amendment No. 1 to the Solicitation/Recommendation
Statement on Schedule 14D-9 of SMS, filed with the SEC on June 5, 2001, and
Amendment No. 1 to the Tender Offer Statement on Schedule TO of Sodexho and the
Purchaser, filed with the SEC on June 5, 2001, which are incorporated by
reference herein.
Item 16. Exhibits
Item 16 is hereby amended and supplemented to include the following
additional exhibits:
Exhibit No. Description
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(a)(1)(A) Amendment No. 1 to the Solicitation/Recommendation Statement on
Schedule 14D-9 of SMS, filed with the SEC on June 5, 2001
(incorporated by reference herein).
(a)(24) Amendment No. 1 to the Tender Offer Statement on Schedule TO of
Sodexho and the Purchaser, filed with the SEC on June 5, 2001
(incorporated by reference herein).
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
SODEXHO MARRIOTT SERVICES, INC.
By: /s/ Robert A. Stern
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Robert A. Stern
Senior Vice President
and General Counsel
Dated: June 5, 2001
EXHIBIT INDEX
Exhibit
No. Description
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(a)(1)(A) Amendment No. 1 to the Solicitation/Recommendation Statement
on Schedule 14D-9 of SMS, filed with the SEC on June 5, 2001
(incorporated by reference herein).
(a)(24) Amendment No. 1 to the Tender Offer Statement on Schedule TO
of Sodexho and the Purchaser, filed with the SEC on June 5,
2001 (incorporated by reference herein).