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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-3
(Amendment No.2)
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)
_________________
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. 2 (this "Amendment") supplements the Rule 13e-3
Transaction Statement on Schedule 13E-3 initially filed with the Securities and
Exchange Commission (the "SEC") on May 17, 2001, as amended by Amendment No. 1
on June 5, 2001 (the "Schedule 13E-3"), by Sodexho Marriott Services, Inc., a
Delaware corporation ("SMS"). 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, as amended by Amendment No. 1 on June 5, 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
Offer to Purchase.
Item 11. Interest in Securities of the Subject Company.
Item 11 of the Schedule 13E-3 is hereby supplemented by the following:
"The Offer expired at midnight, New York City time, on Thursday, June 14
2001. Based upon a preliminary count from the Depositary, as of midnight, New
York City time, June 14, 2001, approximately 29,430,504 Shares had been tendered
pursuant to the Offer and not withdrawn (including 506,499 Shares tendered
pursuant to a guarantee of delivery). Such tendered Shares, together with Shares
owned by affiliates of Purchaser, represent approximately 92.97% of the Shares
outstanding. Purchaser has accepted such tendered Shares for payment pursuant to
the terms of the Offer and expects to make payment promptly."
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this Amendment No. 2 to
Schedule 13E-3 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 19, 2001