Exhibit 99.(a)(3)
NOTICE OF GUARANTEED DELIVERY
To Tender Shares of Common Stock
(Together with the Associated Preferred Stock Purchase Rights)
of
Sodexho Marriott Services, Inc.
Pursuant to the Offer to Purchase
dated May 17, 2001
of
SMS Acquisition Corp.
a wholly-owned subsidiary of
Sodexho Alliance, S.A.
(Not to Be Used for Signature Guarantees)
This form, or a form substantially equivalent to this form, must be used to
accept the Offer (as defined below) if the share certificates representing
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") and all other documents required by
the Letter of Transmittal cannot be delivered to the Depositary by the
expiration of the Offer, or if the procedure for delivery by book-entry
transfer cannot be completed on a timely basis. Such form may be delivered by
hand, facsimile transmission or mail to the Depositary. See "The Offer--
Procedure for Tendering Shares" in the Offer to Purchase.
The Depositary for the Offer is:
EQUISERVE TRUST COMPANY, N.A.
By Mail: By Overnight Courier: By Hand:
EquiServe Trust Company, N.A. EquiServe Trust Company, N.A. EquiServe Trust Company, N.A.
P.O. Box 842010 40 Campanelli Drive c/o Securities Transfer &
Boston, MA 02284-2010 Braintree, MA 02184 Reporting Services, Inc.
Attn: Corporate Actions 100 William Street--Galleria
New York, NY 10038
By Facsimile:
Attention: Sodexho Marriott
(781) 575-4826
Confirm receipt of facsimile by
Telephone:
(781) 575-4816
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE, OR TRANSMISSIONS OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER
THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE
SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE
GUARANTEED BY AN "ELIGIBLE INSTITUTION" UNDER THE INSTRUCTIONS THERETO, SUCH
SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE
SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.
Ladies and Gentlemen:
The undersigned hereby tenders to SMS Acquisition Corp., a Delaware
corporation and a wholly-owned subsidiary of Sodexho Alliance, S.A., a French
corporation, upon the terms and subject to the conditions set forth in the
Offer to Purchase dated May 17, 2001 and the related Letter of Transmittal
(which together constitute the "Offer"), receipt of which is hereby
acknowledged, the number of Shares set forth below pursuant to the guaranteed
delivery procedure set forth under "The Offer--Procedure for Tendering Shares"
in the Offer to Purchase.
SIGN HERE
Number of Shares: ____________________
--------------------------------------
Certificate Numbers (if available) Signature(s)
- -------------------------------------- Dated: _______________________________
If shares will be tendered by book- --------------------------------------
entry transfer: (Name(s)) (Please Print)
Name of Tendering Institution --------------------------------------
(Address)
- --------------------------------------
--------------------------------------
Account Number _______________________ (City, State, Zip Code)
--------------------------------------
(Area Code and Telephone Number)
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GUARANTEE
(Not to be used for signature guarantee)
The undersigned, a firm which is a bank, broker, dealer, credit union,
savings association or other entity which is a member in good standing of a
recognized Medallion Program approved by the Securities Transfer
Association Inc., including the Securities Transfer Agents Medallion
Program (STAMP), the Stock Exchange Medallion Program (SEMP) and the New
York Stock Exchange Medallion Signature Program (MSP) or any other
"eligible guarantor institution" (as such term is defined in Rule 17Ad-15
under the Securities Exchange Act of 1934, as amended), guarantees (a) that
the above named person(s) "own(s)" the Shares tendered hereby within the
meaning of Rule 14e-4 under the Securities Exchange Act of 1934, (b) that
such tender of Shares complies with Rule 14e-4 and (c) to deliver to the
Depositary the Shares tendered hereby, together with a properly completed
and duly executed Letter(s) of Transmittal and certificates for the Shares
to be tendered or an Agent's Message (as defined in the Offer to Purchase)
in the case of a book-entry delivery, and any other required documents, all
within three New York Stock Exchange, Inc. trading days of the date hereof.
------------------------------------ ------------------------------------
(Name of Firm) (Address)
------------------------------------ ------------------------------------
(Authorized Signature) (Zip Code)
------------------------------------ ------------------------------------
(Name) (Please Print) (Area Code and Telephone Number)
Dated: ______________, 2001.
DO NOT SEND CERTIFICATES WITH THIS NOTICE OF GUARANTEED DELIVERY.
CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.
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