FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: SODEXHO ALLIANCE SA
CENTRAL INDEX KEY: 0001169715
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT SERVICES [8741]
IRS NUMBER: 000000000
FISCAL YEAR END: 0831
FILING VALUES:
FORM TYPE: 6-K
SEC ACT: 1934 Act SEC
FILE NUMBER:
FILM NUMBER:
BUSINESS ADDRESS:
STREET 1: 3 AVENUE NEWTON
STREET 2: 78180 MONTIGNY-LE-BRETONNEUX
CITY: FRANCE
STATE:
ZIP: 00000
BUSINESS PHONE: 0113313085
6-K
FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
January 27, 2002
SODEXHO ALLIANCE SA
3, avenue Newton
78180 Montigny-le-Bretonneux
France
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.
Form 20-F X Form 40-F
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b):
Contents: COB Filing
EXHIBIT LIST
Exhibit Description
99.1 COB Filing
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
SODEXHO ALLIANCE SA
By: /s/ Sian Herbert-Jones
-------------------------------
Name: Sian Herbert-Jones
Title: Chief Financial Officer
Date: January 27, 2003
SODEXHO ALLIANCE: Summary of the Information Memorandum
Summary of the information memorandum issued in connection with the
authorization to establish a share repurchase program to be requested from
shareholders at the Annual Meeting on February 4, 2003.
Commission des Operations en Bourse (COB):
In applying Article L 621-8 of the French Monetary and Financial Code, on
January 14, 2003, the COB assigned the Visa no. 03-007 to the Information
Memorandum, in conformity with Regulation no. 98-02. This document was
prepared by the issuer, and is the responsibility of its signatories. The
Visa does not imply approval of the share repurchase nor does it authenticate
the financial and accounting information presented.
COB Visa:
Issue date: January 14, 2003
Visa number: 03-007
Issuer:
Sodexho Alliance, publicly traded on the premier marche of the Paris Bourse -
Euroclear France code 12122.
Share repurchase program:
1) Stock concerned: Sodexho Alliance shares
2) Maximum percentage of outstanding shares authorized for
repurchase: 10%, which today represents 15,902,156 shares
3) Maximum purchase price: 50 euro
4) Minimum selling price in the context of the stabilization of the stock
price: 15 euro. This minimum price will not be modified until the
following Annual Meeting.
5) Principal goals for the program, in order of priority:
a) The granting of shares to group employees to allow them to participate
in the growth of the company, in stock option programs or in the
context of an employee stock purchase plan.
b) The stabilization of the stock price through systematic intervention
against the trend.
It should be noted that Sodexho Alliance is following a growth
strategy and therefore has no current plans to cancel shares that
would be held.
6) Duration of the program: 18 months beginning February 4, 2003
7) Legal standing: The establishment of this program will be subject to
a shareholder vote at the February 4, 2003 shareholders' meeting.
8) Repurchase terms: purchase on the open market or otherwise, at any
time, within the limits authorized by the currently applicable
regulatory considerations, except in any period of an offering to the
public. The repurchase could notably be made in blocks of shares.
These purchase, sale, exchange or transfer transactions will be able
to be made in any manner on the exchange or through mutual agreement,
including through the use of derivative financial instruments with the
caveat that these mechanisms do not increase the volatility of Sodexho
Alliance shares and excluding all purchase of share purchase options.
9) Financing of the share purchase program: Through the company's
resources or entirely or partially through the incurrence of debt if
the terms appear to be more advantageous.
10) The share repurchase program is not mainly intended to decrease the
number of shares in circulation by canceling the shares purchased.
Because of this, the program does not have any impact on the financial
statements other than the gains and losses resulting from the changes
in the share value and carrying costs.
11) The authorization is intended to allow the company to:
- stabilize its stock price through purchases and sales of the shares on
the exchange against the trend;
- optimize the management of the company's finances and net worth;
- grant shares to employees in accordance with legal requirements, in
order to allow them to participate in the growth of the company, in
stock option programs or in the context of an employee stock purchase
plan;
- transfer the shares as payment or exchange currency, notably in the
context of acquisition transactions;
- cancel the shares;
- retain, exchange, sell or transfer the shares.
12) Bellon S.A., the principal shareholder which holds 38.69% of the share
capital of Sodexho Alliance and 39.77% of the voting rights does not
intend to participate in this program.
On December 26, 2002, a Reference Document was filed with the Commission des
Operations de Bourse which acknowledged receipt of this document on December 27,
2002 and gave it file number D.02-1884. This document can be accessed on the
COB's website.
Person responsable for the Information Memorandum: Pierre Bellon, Chairman of
the Board
The Information Memorandum is available at no cost upon request of the General
Secretary of Sodexho Alliance, BP 100, 78883 St. Quentin en Yvelines Cedex.
Tel: 33 (0)1 30 85 74 74
Fax: 33 (0)1 30 85 51 81
raphael.dubrule@sodexhoalliance.com