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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO/A
(RULE 14d-100)
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of
the Securities Exchange Act of 1934
(Amendment No. 3)
SODEXHO MARRIOTT SERVICES, INC.
(Name of Subject Company)
SMS ACQUISITION CORP.
SODEXHO ALLIANCE, S.A.
(Names of Filing Persons-Offerors)
Common Stock, par value $1.00 per share
Rights to Purchase Series A Junior Participating Preferred Stock
(Title of Class of Securities)
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833793 10 2
(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 R. Kingsley, Esq.
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4000
[ ] 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:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[X] going-private transaction subject to Rule 13e-3.
[ ] 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. [X]
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This Amendment No. 3 amends and supplements the Tender Offer Statement and
Schedule 13E-3 Transaction Statement on Schedule TO filed with the Securities
and Exchange Commission on May 17, 2001, as amended by Amendment No. 1 filed on
June 5, 2001 and Amendment No. 2 filed on June 15, 2001 (the "Schedule TO") by
Sodexho Alliance, S.A., a French corporation ("Sodexho"), and SMS Acquisition
Corp., a Delaware corporation and wholly-owned subsidiary of Sodexho
("Purchaser"). The Schedule TO relates to the offer by Purchaser to purchase
all outstanding shares of Common Stock, par value $1.00 per share, of Sodexho
Marriott Services, Inc., a Delaware corporation ("SMS"), together with the
associated preferred stock purchase rights issued pursuant to the Rights
Agreement dated as of October 8, 1993, as amended, between SMS and The Bank of
New York, as Rights Agent (collectively, the "Shares"), other than Shares
already owned by Sodexho and its subsidiaries, at $32.00 per Share net to the
seller in cash, upon the terms and subject to the conditions set forth in the
Offer to Purchase dated May 17, 2001 (the "Offer to Purchase") and in the
related Letter of Transmittal, copies of which are attached to the Schedule TO
as Exhibits (a)(1) and (a)(2), respectively (which, together with any
amendments or supplements thereto, collectively constitute the "Offer").
Capitalized terms used and not defined herein shall have the meanings ascribed
to such terms in the Schedule TO.
Item 6
Item 6 of the Schedule TO is hereby amended and supplemented by the
following:
"The Offer expired as scheduled at midnight, New York City time, on
Thursday, June 14, 2001. A total of 29,411,530 Shares were validly tendered
pursuant to the Offer and not withdrawn, and were accepted for payment on June
15, 2001. After giving effect to the acquisition of the Shares tendered in the
Offer, and prior to the Merger, Purchaser and its affiliates owned
approximately 93% of the Shares outstanding.
Following completion of the Offer, Purchaser was merged with and into SMS,
resulting in SMS becoming a wholly owned subsidiary of Sodexho. As a result of
the Merger which became effective on June 20, 2001, each publicly held Share
was converted into the right to receive $32.00 in cash, subject to the exercise
of dissenters' rights under Delaware law. The Shares will cease to be traded on
the New York Stock Exchange beginning June 21, 2001. A copy of the press
release issued by Sodexho on June 20, 2001 announcing the completion of the
Merger is attached hereto as Exhibit (a)(21) and is incorporated herein by
reference."
Item 12
Item 12 of the Schedule TO is hereby amended by adding the following
thereto:
(a)(21) Text of press release issued by Sodexho Alliance, S.A. on
June 20, 2001 (filed herewith as Exhibit (a)(21))
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Signatures
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
SODEXHO ALLIANCE, S.A.
By: /s/ Pierre Bellon
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Name: Pierre Bellon
Title: Chairman and Chief
Executive Officer
Date: June 21, 2001
SMS ACQUISITION CORP.
By: /s/ Denis Robin
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Name: Denis Robin
Title: President
Date: June 21, 2001
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EXHIBIT INDEX
(a)(21) Text of press release issued by Sodexho Alliance, S.A. on June 20, 2001.
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