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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
(RULE 14d-100)
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of
the Securities Exchange Act of 1934
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
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee**
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$1,172,701,536 $234,541
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* 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"), of Sodexho Marriott Services,
Inc., at a purchase price of $32.00 per Share net in cash. Such number of
Shares represents 63,723,383 Shares and exercisable options to purchase
2,873,465 Shares, in each case outstanding as of May 11, 2001, less the
29,949,925 Shares already owned by Sodexho Alliance, S.A.
** 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 transaction value.
[_] Check box if any part of the fee is offset as provided by 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: Not applicable. Filing Party: Not applicable.
Form or Registration No.: Not applicable. Date Filed: Not applicable.
[_] 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. [_]
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This Tender Offer Statement and Schedule 13E-3 Transaction Statement on
Schedule TO (the "Schedule TO") is filed by Sodexho Alliance, S.A., a French
corporation ("Sodexho"), and SMS Acquisition Corp., a Delaware corporation and
wholly-owned subsidiary of Sodexho ("Purchaser"). This 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 hereto as Exhibits (a)(1) and (a)(2), respectively. The
information set forth in the Offer to Purchase, including all schedules and
annexes thereto, is hereby expressly incorporated herein by reference in
response to all items of this Schedule TO including, without limitation, all of
the information required by Schedule 13E-3 that is not included in or covered
by the items in Schedule TO, except as otherwise set forth below.
Item 10. Financial Statements.
Not applicable
Item 12. Exhibits.
Exhibit
No. Description
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(a)(1) Offer to Purchase dated May 17, 2001.
(a)(2) Letter of Transmittal.
(a)(3) Notice of Guaranteed Delivery.
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.
(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(6) Letter to Participants in SMS's Employee Stock Purchase Plan.
(a)(7) Letter to holders of old Marriott International, Inc. certificates.
(a)(8) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a)(9) Summary advertisement dated May 17, 2001.
(a)(10) Text of Press Release Issued by Sodexho Alliance, S.A. on May 2, 2001.
(a)(11) Complaint of Barry Feldman against William J. Shaw, Daniel J.
Altobello, Pierre Bellon, Bernard Carton, Edouard de Royere, Michel
Landel, John W. Marriott III, Mary S. Metz, Sodexho Alliance, S.A. and
Sodexho Marriott Services, Inc.
(a)(12) Complaint of Arthur Bieler against William J. Shaw, Daniel J.
Altobello, Pierre Bellon, Bernard Carton, Edouard de Royere, Michel
Landel, John W. Marriott III, Mary S. Metz, Sodexho Alliance, S.A. and
Sodexho Marriott Services, Inc.
(a)(13) Complaint of John McMullen against William J. Shaw, Daniel J.
Altobello, Pierre Bellon, Bernard Carton, Edouard de Royere, Michel
Landel, John W. Marriott III, Mary S. Metz, Sodexho Alliance, S.A. and
Sodexho Marriott Services, Inc.
(a)(14) Complaint of Margaret Alessi, individually and on behalf of others
similarly situated against William J. Shaw, Daniel J. Altobello,
Pierre Bellon, Bernard Carton, Edouard de Royere, Michel Landel, John
W. Marriott III, Mary S. Metz, Sodexho Alliance, S.A. and Sodexho
Marriott Services, Inc.
2
Exhibit
No. Description
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(a)(15) Complaint of Sylvia Piven, individually and on behalf of others
similarly situated against William J. Shaw, Daniel J. Altobello,
Pierre Bellon, Bernard Carton, Edouard de Royere, Michel Landel, John
W. Marriott III, Mary S. Metz, Sodexho Alliance, S.A. and Sodexho
Marriott Services, Inc.
(a)(16) Complaint of Audrey Goldberg against William J. Shaw, Daniel J.
Altobello, Pierre Bellon, Bernard Carton, Edouard de Royere, Michel
Landel, John W. Marriott III, Mary S. Metz, Sodexho Alliance, S.A. and
Sodexho Marriott Services, Inc.
(a)(17) Complaint of Gary Remmen against William J. Shaw, Daniel J. Altobello,
Pierre Bellon, Bernard Carton, Edouard de Royere, Michel Landel, John
W. Marriott III, Mary S. Metz, Sodexho Alliance, S.A. and Sodexho
Marriott Services, Inc.
(a)(18) Complaint of Neil Berg against William J. Shaw, Daniel J. Altobello,
Pierre Bellon, Bernard Carton, Edouard de Royere, Michel Landel, John
W. Marriott III, Mary S. Metz, Sodexho Alliance, S.A. and Sodexho
Marriott Services, Inc.
(a)(19) Complaint of C. Oliver Burt against William J. Shaw, Daniel J.
Altobello, Pierre Bellon, Bernard Carton, Edouard de Royere, Michel
Landel, John W. Marriott III, Mary S. Metz, Sodexho Alliance, S.A. and
Sodexho Marriott Services, Inc.
(b)(1) Term and Revolving Facilities Agreement dated April 6, 2001 for
Sodexho Alliance, S.A. arranged by Citibank International plc, Goldman
Sachs International and SG Investment Banking, with Societe General
acting as Agent and Issuing Bank.
(b)(2) Amendment letter to the Term and Revolving Facilities Agreement dated
April 27, 2001.
(c)(1) Opinion of UBS Warburg LLC ("UBS Warburg") to the Special Committee of
the Board of Directors of SMS ("Special Committee") dated May 1, 2001
(included as Annex B of the Offer to Purchase filed herewith as
Exhibit (a)(1)).
(c)(2) Materials presented by representatives of UBS Warburg to the Special
Committee dated May 1, 2001.
(c)(3) Materials presented by representatives of Goldman Sachs International
and Goldman,
Sachs & Co. to Sodexho management dated January 19, 2001.
(c)(4) Materials presented by representatives of Goldman Sachs International
and Goldman, Sachs & Co. to the Board of Directors of Sodexho dated
January 24, 2001.
(d)(1) Agreement and Plan of Merger dated as of May 1, 2001 among SMS,
Sodexho and Purchaser (included as Annex A of the Offer to Purchase
filed herewith as Exhibit (a)(1)).
(d)(2) Tax Sharing and Indemnification Agreement dated as of March 27, 1998,
by and among, Marriott International, Inc., New Marriott, Inc. and
Sodexho (incorporated herein by reference to Exhibit 9 of Sodexho's
Schedule 13D filed with respect to its ownership of Shares).
(d)(3) Royalty Agreement dated as of March 27, 1998 by and between Sodexho
and SMS (incorporated herein by reference to Exhibit 10.19 of SMS's
Form 10K/A filed on April 30, 1998).
(d)(4) Stockholder Agreement dated as of March 27, 1998 between SMS and
Sodexho (incorporated herein by reference to Exhibit 3 of Sodexho's
Schedule 13D filed with respect to its ownership of Shares).
(d)(5) Assistance Agreement dated as of March 27, 1998 by and between Sodexho
and SMS.
(d)(6) Sodexho Guaranty dated as of March 27, 1998 from Sodexho as Guarantor
in favor of the Lender Parties referred to in the Credit Agreement
referred to therein.
(d)(7) Guaranty fee letter dated as of March 27, 1998 between Sodexho and
SMS.
(d)(8) Confidentiality Agreement dated as of April 5, 2001 between Sodexho
and SMS.
3
Exhibit
No. Description
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(f) Section 262 of the Delaware General Corporation Law (included as Annex
C of the Offer to Purchase filed herewith as Exhibit (a)(1)).
(g) None.
(h) None.
Item 13. Information Required by Schedule 13E-3.
The audited financial statements of SMS as of and for the two fiscal years
ended September 3, 1999 and September 1, 2000 are hereby expressly incorporated
herein by reference to Item 8 of SMS's Annual Report on Form 10-K for the
fiscal year ended September 1, 2000 filed with the Securities and Exchange
Commission on November 13, 2000.
The unaudited financial statements of SMS as of and for the thirteen weeks
and the twenty-six weeks ended March 2, 2001 and March 3, 2000 are hereby
expressly incorporated herein by reference to Part I, Item 1 of SMS's Quarterly
Report on Form 10-Q for the thirteen weeks ended March 2, 2001 filed with the
Securities and Exchange Commission on April 12, 2001.
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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.
/s/ Bernard Carton
By: _________________________________
Name: Bernard Carton
Title:Senior Vice President and
Chief Financial Officer
Date: May 17, 2001
SMS ACQUISITION CORP.
/s/ Denis Robin
By: _________________________________
Name: Denis Robin
Title:President
Date: May 17, 2001
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EXHIBIT INDEX
(a)(1) Offer to Purchase dated May 17, 2001.
(a)(2) Letter of Transmittal.
(a)(3) Notice of Guaranteed Delivery.
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.
(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(6) Letter to Participants in SMS's Employee Stock Purchase Plan.
(a)(7) Letter to holders of old Marriott International, Inc. certificates.
(a)(8) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a)(9) Summary advertisement dated May 17, 2001.
(a)(10) Text of Press Release Issued by Sodexho Alliance, S.A. on May 2, 2001.
(a)(11) Complaint of Barry Feldman against William J. Shaw, Daniel J.
Altobello, Pierre Bellon, Bernard Carton, Edouard de Royere, Michel
Landel, John W. Marriott III, Mary S. Metz, Sodexho Alliance, S.A. and
Sodexho Marriott Services, Inc.
(a)(12) Complaint of Arthur Bieler against William J. Shaw, Daniel J.
Altobello, Pierre Bellon, Bernard Carton, Edouard de Royere, Michel
Landel, John W. Marriott III, Mary S. Metz, Sodexho Alliance, S.A. and
Sodexho Marriott Services, Inc.
(a)(13) Complaint of John McMullen against William J. Shaw, Daniel J.
Altobello, Pierre Bellon, Bernard Carton, Edouard de Royere, Michel
Landel, John W. Marriott III, Mary S. Metz, Sodexho Alliance, S.A. and
Sodexho Marriott Services, Inc.
(a)(14) Complaint of Margaret Alessi, individually and on behalf of others
similarly situated against William J. Shaw, Daniel J. Altobello,
Pierre Bellon, Bernard Carton, Edouard de Royere, Michel Landel, John
W. Marriott III, Mary S. Metz, Sodexho Alliance, S.A. and Sodexho
Marriott Services, Inc.
(a)(15) Complaint of Sylvia Piven, individually and on behalf of others
similarly situated against William J. Shaw, Daniel J. Altobello,
Pierre Bellon, Bernard Carton, Edouard de Royere, Michel Landel, John
W. Marriott III, Mary S. Metz, Sodexho Alliance, S.A. and Sodexho
Marriott Services, Inc.
(a)(16) Complaint of Audrey Goldberg against William J. Shaw, Daniel J.
Altobello, Pierre Bellon, Bernard Carton, Edouard de Royere, Michel
Landel, John W. Marriott III, Mary S. Metz, Sodexho Alliance, S.A. and
Sodexho Marriott Services, Inc.
(a)(17) Complaint of Gary Remmen against William J. Shaw, Daniel J. Altobello,
Pierre Bellon, Bernard Carton, Edouard de Royere, Michel Landel, John
W. Marriott III, Mary S. Metz, Sodexho Alliance, S.A. and Sodexho
Marriott Services, Inc.
(a)(18) Complaint of Neil Berg against William J. Shaw, Daniel J. Altobello,
Pierre Bellon, Bernard Carton, Edouard de Royere, Michel Landel, John
W. Marriott III, Mary S. Metz, Sodexho Alliance, S.A. and Sodexho
Marriott Services, Inc.
(a)(19) Complaint of C. Oliver Burt against William J. Shaw, Daniel J.
Altobello, Pierre Bellon, Bernard Carton, Edouard de Royere, Michel
Landel, John W. Marriott III, Mary S. Metz, Sodexho Alliance, S.A. and
Sodexho Marriott Services, Inc.
6
Exhibit
No. Description
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(b)(1) Term and Revolving Facilities Agreement dated April 6, 2001 for
Sodexho Alliance, S.A. arranged by Citibank International plc, Goldman
Sachs International and SG Investment Banking, with Societe General
acting as Agent and Issuing Bank.
(b)(2) Amendment letter to the Term and Revolving Facilities Agreement dated
April 27, 2001.
(c)(1) Opinion of UBS Warburg LLC ("UBS Warburg") to the Special Committee of
the Board of Directors of SMS ("Special Committee") dated May 1, 2001
(included as Annex B of the Offer to Purchase filed herewith as
Exhibit (a)(1)).
(c)(2) Materials presented by representatives of UBS Warburg to the Special
Committee dated May 1, 2001.
(c)(3) Materials presented by representatives of Goldman Sachs International
and Goldman, Sachs & Co. to Sodexho management dated January 19, 2001.
(c)(4) Materials presented by representatives of Goldman Sachs International
and Goldman, Sachs & Co. to the Board of Directors of Sodexho dated
January 24, 2001.
(d)(1) Agreement and Plan of Merger dated as of May 1, 2001 among SMS,
Sodexho and Purchaser (included as Annex A of the Offer to Purchase
filed herewith as Exhibit (a)(1)).
(d)(2) Tax Sharing and Indemnification Agreement dated as of March 27, 1998,
by and among, Marriott International, Inc., New Marriott, Inc. and
Sodexho (incorporated herein by reference to Exhibit 9 of Sodexho's
Schedule 13D filed with respect to its ownership of Shares).
(d)(3) Royalty Agreement dated as of March 27, 1998 by and between Sodexho
and SMS (incorporated herein by reference to Exhibit 10.19 of SMS's
Form 10K/A filed on April 30, 1998).
(d)(4) Stockholder Agreement dated as of March 27, 1998 between SMS and
Sodexho (incorporated herein by reference to Exhibit 3 of Sodexho's
Schedule 13D filed with respect to its ownership of Shares).
(d)(5) Assistance Agreement dated as of March 27, 1998 by and between Sodexho
and SMS.
(d)(6) Sodexho Guaranty dated as of March 27, 1998 from Sodexho as Guarantor
in favor of the Lender Parties referred to in the Credit Agreement
referred to therein.
(d)(7) Guaranty fee letter dated as of March 27, 1998 between Sodexho and
SMS.
(d)(8) Confidentiality Agreement dated as of April 5, 2001 between Sodexho
and SMS.
(f) Section 262 of the Delaware General Corporation Law (included as Annex
C of the Offer to Purchase filed herewith as Exhibit (a)(1)).
(g) None.
(h) None.
7