SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 27, 1998
SODEXHO MARRIOTT SERVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State of incorporation)
1-12188 52-0936594
(Commission File No.) (I.R.S. Employer Identification No.)
10400 Fernwood Road, Bethesda, Maryland 20817
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (301) 380-3100
This Amendment No. 1 supplements the current report on Form 8-K filed on
April 3, 1998 (the "Form 8-K") by Sodexho Marriott Services, Inc. (the
"Company" or "SMS"). At the time of filing the Form 8-K, it was impracticable
for the Company to provide certain of the exhibits required by Item 7(c).
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Exhibit No. Description of Exhibit
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*3(a) Amended and Restated Certificate of Incorporation
*3(b) Amended and Restated Bylaws
4(a) Fifth Supplemental Indenture dated as of March 10, 1998 by and
among SMS and The Chase Manhattan Bank, as Trustee (Series A
Senior Notes)
4(b) Sixth Supplemental Indenture dated as of March 10, 1998 by and
among SMS and The Chase Manhattan Bank, as Trustee (Series B
Senior Notes)
4(c) Seventh Supplemental Indenture dated as of March 10, 1998 by and
among SMS and The Chase Manhattan Bank, as Trustee (Series C
Senior Notes)
4(d) Eighth Supplemental Indenture dated as of March 10, 1998 by and
among SMS and The Chase Manhattan Bank, as Trustee (Series D
Senior Notes)
10(a) $620 million Credit Agreement dated as of January 30, 1998 (the
"Guaranteed Senior Debt Credit Agreement") with SMS, as Borrower,
certain initial lenders, as Initial Lenders, Societe Generale and
J.P. Morgan Securities Inc. ("J.P. Morgan"), as Arrangers,
Societe Generale, as Administrative Agent, and Morgan Guaranty
Trust Company of New York ("Morgan"), as Documentation Agent
10(b) $735 million Credit Agreement dated as of January 30, 1998 (the
"Senior Debt Credit Agreement") with Sodexho Marriott Operations,
Inc., as Borrower, SMS, as Parent Guarantor, certain initial
lenders, as Initial Lenders, Societe Generale and Morgan, as
Initial Issuing Banks, Morgan, as Documentation Agent and
Administrative Agent, and Societe Generale and J.P. Morgan, as
Arrangers
10(c) Amendment No. 1 to the Credit Agreement dated as of March 19,
1998, amending the Guaranteed Senior Debt Credit Agreement
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10(d) Amendment No. 1 to the Loan Documents dated as of March 19, 1998,
amending the Senior Debt Credit Agreement
*20 Definitive Proxy Statement dated February 12, 1998 for Special
Meeting of Stockholders Scheduled for March 17, 1998
*21 Subsidiaries of the Registrant
*22 Report of Inspectors of Election for Special Meeting of
Stockholders held on March 20, 1998
*99(a) News Release dated February 24, 1998
*99(b) News Release dated March 10, 1998
*99(c) News Release dated March 17, 1998
*99(d) News Release dated March 20, 1998
*99(e) News Release dated March 27, 1998
*99(f) News Release dated March 27, 1998
*99(g) News Release dated March 30, 1998
*99(h) Letter from Arthur Andersen dated April 1, 1998
* Previously filed.
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 April 27, 1998 By: /s/ Robert A. Stern
------------------ ----------------------------
Robert A. Stern
Senior Vice President and
General Counsel
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Exhibit List
Exhibit No. Description of Exhibit
- ----------- ----------------------
*3(a) Amended and Restated Certificate of Incorporation
*3(b) Amended and Restated Bylaws
4(a) Fifth Supplemental Indenture dated as of March 10, 1998 by and
among SMS and The Chase Manhattan Bank, as Trustee (Series A
Senior Notes)
4(b) Sixth Supplemental Indenture dated as of March 10, 1998 by and
among SMS and The Chase Manhattan Bank, as Trustee (Series B
Senior Notes)
4(c) Seventh Supplemental Indenture dated as of March 10, 1998 by and
among SMS and The Chase Manhattan Bank, as Trustee (Series C
Senior Notes)
4(d) Eighth Supplemental Indenture dated as of March 10, 1998 by and
among SMS and The Chase Manhattan Bank, as Trustee (Series D
Senior Notes)
10(a) $620 million Credit Agreement dated as of January 30, 1998 (the
"Guaranteed Senior Debt Credit Agreement") with SMS, as Borrower,
certain initial lenders, as Initial Lenders, Societe Generale and
J.P. Morgan Securities Inc. ("J.P. Morgan"), as Arrangers,
Societe Generale, as Administrative Agent, and Morgan Guaranty
Trust Company of New York ("Morgan"), as Documentation Agent
10(b) $735 million Credit Agreement dated as of January 30, 1998 (the
"Senior Debt Credit Agreement") with Sodexho Marriott Operations,
Inc., as Borrower, SMS, as Parent Guarantor, certain initial
lenders, as Initial Lenders, Societe Generale and Morgan, as
Initial Issuing Banks, Morgan, as Documentation Agent and
Administrative Agent, and Societe Generale and J.P. Morgan, as
Arrangers
10(c) Amendment No. 1 to the Credit Agreement dated as of March 19,
1998, amending the Guaranteed Senior Debt Credit Agreement
10(d) Amendment No. 1 to the Loan Documents dated as of March 19, 1998,
amending the Senior Debt Credit Agreement
*20 Definitive Proxy Statement dated February 12, 1998 for Special
Meeting of Stockholders Scheduled for March 17, 1998
*21 Subsidiaries of the Registrant
*22 Report of Inspectors of Election for Special Meeting of
Stockholders held on March 20, 1998
*99(a) News Release dated February 24, 1998
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*99(b) News Release dated March 10, 1998
*99(c) News Release dated March 17, 1998
*99(d) News Release dated March 20, 1998
*99(e) News Release dated March 27, 1998
*99(f) News Release dated March 27, 1998
*99(g) News Release dated March 30, 1998
*99(h) Letter from Arthur Andersen dated April 1, 1998
* Previously filed.
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