Exhibit 99.(a)(6)
Immediate Attention Required
May 17, 2001
Dear Participant in Sodexho Marriott Services, Inc.'s Employee Stock Purchase
Plan:
As a participant in the Employee Stock Purchase Plan ("ESPP") of Sodexho
Marriott Services, Inc. ("SMS"), you are receiving the enclosed tender offer
materials describing the offer by SMS Acquisition Corp. ("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 of
Common Stock, par value $1.00 per share of 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 a price of $32.00 per Share, net to the seller
in cash.
Mellon Investor Services LLC ("Mellon"), or its nominee, is the holder of
record for your account of the Shares acquired by you under the ESPP (the "ESPP
Shares"). Thus, if you wish to tender any or all of your ESPP Shares, you must
instruct us to do so on your behalf.
These materials need your immediate attention.
If you want to tender your ESPP Shares, you must use the enclosed Direction
Form to instruct us to do so. If you do not properly complete the Direction
Form or do not return it to us by the deadline specified, or as extended, you
will be deemed to have directed us NOT to tender your ESPP Shares.
To properly complete the DIRECTION FORM to instruct us to tender your ESPP
Shares, you must do the following:
(1) Check either Box 1 or Box 2 in BOX A on the face of the Direction Form.
CHECK ONLY ONE BOX.
. CHECK BOX 1 if you want to direct us to tender ALL of the Shares
credited to your ESPP account.
. CHECK BOX 2 if you want to direct us to tender only a portion of the
Shares credited to your ESPP account. Specify the whole number of
shares credited to your ESPP account that you want to direct us to
tender in accordance with the terms of the Offer. If the number of
Shares you specify is less than 100% of the Shares credited to your
ESPP account, you will be deemed to have instructed us NOT to tender
the balance of the Shares credited to your ESPP account.
(2) Complete, date and sign the DIRECTION FORM in the spaces provided at
the end of the Direction Form.
(3) Return the form to Mellon so that it is received by Mellon not later
than 5:00 p.m., New York City time, on Tuesday, June 12, 2001 as
follows:
(i) Mail to:
Reorganization Department
PO Box 3301
South Hackensack, NJ 07606
(ii) Overnight Courier to:
Reorganization Department
85 Challenger Road
Mail Stop--Reorg
Ridgefield Park, NJ 07660
(iii) Hand delivery to:
Reorganization Department
120 Broadway
13th Floor
New York, NY 10271
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO ESPP PARTICIPANTS
This summary of the material United States federal income tax consequences
of the Offer and the Merger (as described in the accompanying Offer to
Purchase) for ESPP participants is for general information only and is based on
the law as currently in effect. This summary does not discuss all of the tax
consequences that may be relevant to an ESPP participant in light of a
participant's particular circumstances. If you hold Shares other than in your
ESPP account, please see the Offer to Purchase for, among other things, a
summary of the United States federal income tax consequences generally
applicable to you in such capacity.
ESPP participants are urged to consult their own tax advisors as to the
particular tax consequences to them of the Offer and the Merger, including the
effect of United States state and local tax laws or foreign tax laws.
The receipt by an ESPP participant of cash for Shares pursuant to the Offer
or the Merger will be a taxable transaction under the United States Internal
Revenue Code of 1986, as amended (the "Code"). The disposition of your ESPP
Shares in the Offer or the Merger will be considered a disqualifying
disposition of your ESPP Shares under the Code.
Upon disposition of your ESPP Shares in the Offer or the Merger, you will
recognize ordinary income in the year of the disposition equal to the excess of
(a) the fair market value of your ESPP Shares on the purchase date under the
ESPP over (b) the purchase price you paid under the ESPP for your ESPP Shares.
Any additional gain or loss upon the disposition of your ESPP Shares will be
recognized as a capital gain or capital loss. The applicable capital gain rate
will depend on the period of time you held the ESPP Shares.
ESPP participants are urged to consult their own tax advisors as to the
federal income tax treatment of a capital gain or loss (including limitations
on the deductibility of a capital loss).
You may be subject to backup withholding at a rate of 31% unless you provide
your taxpayer identification number and certify that the number is correct or
properly certify that you are awaiting a taxpayer identification number, or
unless you demonstrate that you are eligible for an exemption. See "The Offer--
Procedure for Tendering Shares" in the Offer to Purchase. Backup withholding is
not an additional tax. Amounts so withheld can be refunded or credited against
the federal income tax liability of the holder of Shares, provided appropriate
information is forwarded to the Internal Revenue Service.
Please note that this discussion relates only to the federal income tax
consequences of the Offer and the Merger and that there may be additional state
law income tax consequences not disclosed herein. ESPP participants are urged
to consult their own tax advisors as to the state law income tax consequences
of the Offer and the Merger.
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IMPORTANT
If you hold additional Shares as a public stockholder, you will be receiving
a further package of tender offer materials. Each package needs your immediate
and individual attention, as the instructions on tendering Shares may vary
depending upon how the Shares are held.
If you have any questions about your ESPP account or completing the
DIRECTION FORM, call Mellon at (877) 867-7526.
Very truly yours,
Mellon Investor Services LLC
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DIRECTION FORM
TO TENDER SHARES OF COMMON STOCK OF SODEXHO MARRIOTT SERVICES,
INC. HELD IN THE SODEXHO MARRIOTT SERVICES, INC. EMPLOYEE STOCK
PURCHASE PLAN
DESCRIPTION OF SHARES TENDERED
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Name(s) and Address(es) of Registered Number of Shares of Common Stock of Sodexho
Holder(s) (Please correct details if Marriott Services, Inc. owned by you in the
incorrect (or fill in, if blank)). Employee Stock Purchase Plan
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Taxpayer ID Number:
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I, the undersigned, acknowledge receipt of the Offer to Purchase dated May
17, 2001 for Shares held in my account under Sodexho Marriott Services, Inc.
Employee Stock Purchase Plan ("ESPP"). This Direction Form will instruct Mellon
Investor Services LLC ("Mellon") to receive on my behalf $32.00 per Share, net
to me in cash and without interest thereon, for each Share that Mellon holds
for my account under the ESPP and tenders pursuant to my instructions and on my
behalf. I understand that if I have not properly completed this form, Mellon
will regard me as not having made a valid tender with respect to any of the
Shares held in my ESPP account.
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Box A
(Please check only one box)
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BOX 1 [_] I direct Mellon to tender ALL of the Shares credited to my
account under the ESPP in accordance with the terms of the
Offer.
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BOX 2 [_] I direct Mellon to tender Shares credited to my account
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under the ESPP, in accordance with the terms of the Offer.
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By signing below, the undersigned hereby:
(1) Tenders to SMS Acquisition Corp. (the "Purchaser"), a Delaware
corporation and a wholly-owned subsidiary of Sodexho Alliance, S.A., a French
corporation, the above-described shares of Common Stock, par value $1.00 per
share, of Sodexho Marriott Services, Inc. ("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"), pursuant to the Purchaser's Offer to
Purchase all outstanding Shares, other than Shares already owned by Sodexho
Alliance or 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 and in this Direction Form (which collectively constitute
the "Offer"), receipt of which is hereby acknowledged. The Purchaser reserves
the right to transfer or assign, in whole or from time to time in part, to one
or more of its affiliates the right to purchase Shares tendered pursuant to the
Offer, but any such transfer or assignment will not relieve the Purchaser of
its obligations under the Offer or prejudice your rights to receive payment for
Shares validly tendered and accepted for payment.
(2) Upon the terms and subject to the conditions of the Offer and effective
upon acceptance for payment of and payment for the Shares tendered herewith,
sells, assigns and transfers to, or upon the order of, the Purchaser all right,
title and interest in and to all the Shares that are being tendered hereby (and
any and all other Shares or other securities issued or issuable in respect
thereof on or after May 1, 2001) and appoints the Depositary for the Offer
("Depositary") the true and lawful agent and attorney-in-fact of the
undersigned with respect to such Shares (and all such other Shares or
securities), with full power of substitution (such power of attorney being
deemed to be an irrevocable power coupled with an interest), to (i) deliver
certificates for such Shares (and all such other Shares or securities), or
transfer ownership of such Shares (and all such other Shares or securities) on
the account books maintained by any of the Book-Entry Transfer Facilities,
together, in any such case, with all accompanying evidences of transfer and
authenticity, to or upon the order of the Purchaser, (ii) present such Shares
(and all such other Shares or securities) for transfer on the books of SMS and
(iii) receive all benefits and otherwise exercise all rights of beneficial
ownership of such Shares (and all such other Shares or securities), all in
accordance with the terms of the Offer.
(3) Irrevocably appoints Denis Robin and Bernard Carton, the attorneys and
proxies of the undersigned, each with full power of substitution, to exercise
all voting and other rights of the undersigned in such manner as each such
attorney and proxy or his substitute shall in his sole discretion deem proper,
with respect to all of the Shares tendered hereby which have been accepted for
payment by the Purchaser prior to the time of any vote or other action (and any
and all other Shares or other securities issued or issuable in respect thereof
on or after May 1, 2001) at any meeting of stockholders of SMS (whether annual
or special and whether or not an adjourned meeting), by written consent or
otherwise. This proxy is irrevocable and is granted in consideration of, and is
effective upon, the acceptance for payment of such Shares by the Purchaser in
accordance with the terms of the Offer. Such acceptance for payment shall
revoke any other proxy or written consent granted by the undersigned at any
time with respect to such Shares (and all such other Shares or securities), and
no subsequent proxies will be given or written consents will be executed by the
undersigned (and if given or executed, will not be deemed to be effective).
(4) Represents and warrants that the undersigned has full power and
authority to tender, sell, assign and transfer the Shares tendered hereby (and
any and all other Shares or other securities issued or issuable in respect
thereof on or after May 1, 2001) and that when the same are accepted for
payment by the Purchaser, the Purchaser will acquire good and unencumbered
title thereto, free and clear of all liens, restrictions, charges and
encumbrances and not subject to any adverse claims. The undersigned will, upon
request, execute and deliver any additional documents deemed by the
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Depositary or the Purchaser to be necessary or desirable to complete the sale,
assignment and transfer of the Shares tendered hereby (and all such other
Shares or securities).
(5) Consents that all authority herein conferred or agreed to be conferred
shall survive the death or incapacity of the undersigned, and any obligation of
the undersigned hereunder shall be binding upon the heirs, personal
representatives, successors and assigns of the undersigned. Except as stated in
the Offer, this tender is irrevocable.
(6) Understands that tenders of Shares pursuant to the instructions hereto
will constitute an agreement between the undersigned and the Purchaser upon the
terms and subject to the conditions of the Offer.
(7) Requests that the check for the purchase price of any Shares purchased
be issued in the name(s) of the undersigned. Similarly, please mail the check
for the purchase price of any Shares purchased to the undersigned at the
address shown below the undersigned's signature(s).
SIGN HERE
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Signature
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Daytime Area Code and Telephone Number(s)
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Tax Identification or Social Security Number(s)
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Please print name(s) and address(es) here
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Date
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