Exhibit 99.(a)(4)
Offer to Purchase for Cash
All Outstanding Shares of Common Stock
(Together with the Associated Preferred Stock Purchase Rights)
of
Sodexho Marriott Services, Inc.
at
$32.00 Net Per Share
by
SMS Acquisition Corp.
a wholly-owned subsidiary of
Sodexho Alliance, S.A.
May 17, 2001
To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
We have been appointed by SMS Acquisition Corp. (the "Purchaser"), a
Delaware corporation and a wholly-owned subsidiary of Sodexho Alliance, S.A., a
French corporation ("Sodexho"), to act as Dealer Manager in connection with its
offer to purchase all of the 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
a price of $32.00 per Share net to the seller in cash, upon the terms and
subject to the conditions set forth in the Purchaser's Offer to Purchase dated
May 17, 2001 and the related Letter of Transmittal (which together constitute
the "Offer").
For your information and for forwarding to your clients for whom you hold
Shares registered in your name or in the name of your nominee, we are enclosing
the following documents:
1. Offer to Purchase dated May 17, 2001;
2. Letter of Transmittal for your use and for the information of your
clients, together with Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 providing information relating
to backup federal income tax withholding;
3. Notice of Guaranteed Delivery to be used to accept the Offer if
certificates for Shares and all other required documents cannot be
delivered to EquiServe Trust Company, N.A. (the "Depositary"), or if the
procedures for book-entry transfer cannot be completed on a timely basis,
by the Expiration Date (as defined in the Offer to Purchase);
4. A form of letter which may be sent to your clients for whose accounts
you hold Shares registered in your name or in the name of your nominee,
with space provided for obtaining such clients' instructions with regard to
the Offer; and
5. Return envelope addressed to EquiServe Trust Company, N.A., the
Depositary.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE.
THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON THURSDAY, JUNE 14, 2001, UNLESS THE OFFER IS EXTENDED.
In all cases, payment for Shares tendered and accepted for payment pursuant
to the Offer will be made only after timely receipt by the Depositary of (1)
certificates representing the Shares tendered or timely confirmation of a book-
entry transfer of such Shares into the Depositary's account at The Depository
Trust Company (the "Book-Entry Transfer Facility") pursuant to the procedures
set forth under "The Offer--Procedure for Tendering Shares" in the Offer to
Purchase, (2) a properly completed and duly executed Letter of Transmittal with
any required signature guarantees, or in the case of a book-entry transfer, an
Agent's Message (as defined in the Offer to Purchase), and (3) any other
documents required by the Letter of Transmittal.
The Offer is being made pursuant to an Agreement and Plan of Merger dated as
of May 1, 2001 (the "Merger Agreement"), among SMS, Sodexho and Purchaser. The
Merger Agreement provides that following the completion of the Offer and the
satisfaction or waiver of certain conditions in the Merger Agreement, the
Purchaser will be merged into SMS (the "Merger"), with SMS continuing as the
surviving corporation which will be wholly owned by Sodexho. At the effective
time of the Merger (the "Effective Time"), each issued and outstanding Share
(other than (1) Shares held in the treasury of SMS, (2) Shares held by Sodexho
and its subsidiaries and (3) Shares of holders exercising appraisal rights),
will be converted into the right to receive the per Share price paid in the
Offer in cash without interest thereon (the "Merger Consideration") as
described in the Offer to Purchase.
If a stockholder desires to tender Shares pursuant to the Offer and such
stockholder's certificates are not immediately available or such stockholder
cannot deliver the certificates and all other required documents to the
Depositary on or prior to the Expiration Date (as defined in the Offer to
Purchase), or such stockholder cannot complete the procedure for delivery by
book-entry transfer on a timely basis, such Shares may nevertheless be tendered
by following the guaranteed delivery procedure set forth under "The Offer--
Procedure for Tendering Shares" in the Offer to Purchase.
The Purchaser will not pay any fees or commissions to any broker or dealer
or any other person (other than the Dealer Manager, the Information Agent or
the Depositary as described in the Offer to Purchase) for soliciting tenders of
Shares pursuant to the Offer. The Purchaser will, however, upon request,
reimburse brokers, dealers, commercial banks and trust companies for reasonable
and necessary costs and expenses incurred by them in forwarding materials to
their customers. The Purchaser will pay all stock transfer taxes applicable to
its purchase of Shares pursuant to the Offer, subject to Instruction 6 of the
Letter of Transmittal.
In order to accept the Offer, a properly completed and duly executed Letter
of Transmittal with any required signature guarantees, or in the case of a
book-entry transfer, an Agent's Message (as defined in the Offer to Purchase)
and any other required documents should be sent to the Depositary by 12:00
Midnight, New York City time, on Thursday, June 14, 2001.
If you have questions with respect to the Offer or need additional copies of
the enclosed materials, you can call the Information Agent or the undersigned
at the addresses and telephone numbers set forth on the back cover of the Offer
to Purchase.
Very truly yours,
Goldman, Sachs & Co.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU THE
AGENT OF SMS ACQUISITION CORP., SODEXHO ALLIANCE, S.A., THE DEALER MANAGER, THE
INFORMATION AGENT OR THE DEPOSITARY, OR AUTHORIZE YOU OR ANY OTHER PERSON TO
USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION
WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS
CONTAINED THEREIN.