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
September 2, 2003
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: Supplementary information to the "Document de Reference"
EXHIBIT LIST
Exhibit Description
99.1 Supplementary information to the "Document de Reference"
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: September 2, 2003
EX-99.1
Supplementary information to the "Document de Reference"
Exhibit 99.1
Supplementary information to the "Document de Reference"
Code EURONEXT: EXHO.PA / Code NYSE: SDX
This press release contains "forward-looking statements" within the meaning of
the United States Private Securities Litigation Reform Act of 1995. These
include, but are not limited to, statements regarding anticipated future
events and financial performance with respect to our operations. Forward-
looking statements can be identified by the fact that they do not relate
strictly to historical or current facts. They often include words like
"believe", "expect", "anticipate", "estimated", "project", "plan", "pro forma"
and "intend" or future or conditional verbs such as "will", "would" or "may".
Factors that could cause actual results to differ materially from expected
results include, but are not limited to, those set forth in our Registration
Statement on Form 20-F, as filed with the Securities and Exchange Commission
(SEC), the competitive environment in which we operate,changes in general
economic conditions and changes in the French, American and/or global financial
and/or capital markets. Forward-looking statements represent management's
views as of the date they are made, and we assume no obligation to update any
forward-looking statements for actual events occurring after that date. You
are cautioned not to place undue reliance on our forward-looking statements.
1
JULY 29, 2003 SUPPLEMENTARY INFORMATION TO THE "DOCUMENT DE
REFERENCE" Num. D.02-1884 FILED WITH THE COMMISSION DES OPERATIONS DE
BOURSE ON DECEMBER 26, 2002
FINANCIAL COVENANTS:
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As of August 31, 2002, Group borrowings totaled 2,693 million euro.
The 305 million euro and 300 million euro bond issues, redeemable on
June 7, 2004 and March 16, 2009, respectively, are not subject to any
financial ratio covenants.
The credit facilities arranged in April 2001 with a syndicate of
banks amounted to 818 million U.S. dollars as of August 31, 2002
(refer to page 82, note 19b in the Reference document). The terms
for these borrowings include accelerated repayment conditions which
are typical for syndicated credit of this nature. Also included in
the terms are various specific covenants linked to the level of
ownership in Sodexho Alliance held by Bellon S.A., which is not
permitted to be lower than 33.33%, as well as to levels of the
Group's total consolidated net debt, its EBITA and its net financial
expense.
The ratios, which are defined for each half-year point and calculated
based on a rolling 12 months, are as follows:
August 31, February 28, August 31,
2002 2003 2003
Net debt / EBITDA * < 2.25 < 2.50 < 2.25
EBITA / Financial > 3.50 > 3.30 > 3.50
expense *
* These four items are defined in the credit facilities agreement. These
definitions differ in several respects from accounting definitions.
For example, in the definition provided in the covenants, net debt does
not included restricted cash. As such, the financial covenants cannot be
rcalculated from the published financial statements. The Group was in
compliance with the above requirements as of August 31, 2002 and February
28, 2003.
Should a covenant requirement not be met, the credit facilities agent
or the banks representing more than two thirds of the credit
facilities are authorized to require accelerated repayment of the
balance of the credit facilities. Accelerated repayment of the
credit facilities gives the holders of the 1 billion euro bond issue
maturing March 25, 2009 the right to require repayment of the bonds.
FOOD AND MANAGEMENT SERVICES CONTRACTS:
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We use two main contract types in the Food and Management Services
activity: profit and loss contracts and management fee contracts.
These contracts differ in terms of the amount of financial risk borne
by the service provider.
In profit and loss contracts, the service provider receives all
revenue derived from and bears all expenses incurred in providing the
services. Profit and loss contracts generally include periodic
indexing clauses.
In management fee contracts the client is responsible, either
directly or through reimbursement, for all of the costs related to
the service provided regardless of the revenues volume. The service
provider's fee is paid in the form of a fixed or variable commission.
In practice, our contracts may include characteristics of both types
of contracts. We estimate that nearly 60% of our contracts are
generally of the profit and loss type.
INSURANCE:
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The total cost of the main insurance policies of the Sodexho Group is
approximately 80 million euro, or approximately 0.64 % of 2001/2002
consolidated revenues. More than half (43 million euro) of this
amount relates to coverage for industrial accident risks (workers'
compensation) in the United States, Canada and Australia. In North
America insurance costs totaled 58 million euro, which is 73 % of the
total cost of insurance for the Group.
FINANCIAL STRUCTURE OF BELLON S.A.:
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As of December 31, 2002, the permanent capital of Bellon S.A. covered
96% of the long-term assets. Bellon S.A.'s long term debt represents
121% of its shareholders' equity and unrealized tax provisions. Its
financial debt represents only 57% of its assets.
GROUP OFF BALANCE SHEET COMMITMENTS:
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August 31, 2002 August 31, 2001
o Payment commitments
made to third parties 41 46
o Rental property
performance bonds 62 36
o Performance bonds
provided to clients 22 25
o Other commitments 18 8
----- -----
TOTAL 143 115
----- -----
----- -----
To our knowledge there are no other significant commitments of the nature
described above.
o Collateral:
In connection with the Service Vouchers and Cards activity, Sodexho
Alliance and its subsidiaries have pledged cash amounts to various
banks. This cash represents in total an amount less than 20% of
restricted cash. Other collateral-based commitments (pledges of
equipment or buildings) agreed to by Sodexho Alliance and its
subsidiaries in connection with their operational activities during
the year 2001/2002 were not significant.
o Commitments to sell shares:
The Group is committed to deliver the following:
- 2,734,906 Sodexho Alliance shares to employees of Sodexho, Inc.
at an average price of 25.60 U.S. dollars in connection with the
acquisition of 53% of the shares of Sodexho Marriott Services in
June 2001. These shares are deliverable as follows:
- Currently through August 31, 2011: 870,141 shares
- From August 31, 2003 until August 31, 2011 at the latest:976,445 shares
- From August 31, 2004 until August 31, 2011 at the latest:665,848 shares
- From August 31, 2005 until August 31, 2011 at the latest:222,472 shares
- 2,198,618 Sodexho Alliance shares granted by the Board of Directors to
employees of the Group in connection with different stock option plans
at an average exercise price of 46.44 euro. These shares are deliverable as
follows:
- From March 2004 to January 2005:237,507 shares
- From March 2005 to January 2006:330,754 shares
- From January 2006 to January 2007:453,340 shares
- From January 2006 to January 2008:1,177,017 shares
AUDIT FEES FOR 2001/2002 :
Audit fees
(In thousands of euro)
Description PWC (1) O. BELNET (1)
Audit Amount % Amount %
- Audit of statutory
financial statements,
consolidation pack and
consolidated financial
statements 4,578 11 29 100
- Other audit related
services 655 2
---------------- ----------------
Audit sub-total 5,233 13 29 100
Other services
- Tax, legal and
compensation related 2,935 7
- Information technology (2) 31,373 79
- Other 221 1
----------------- ----------------
Other services sub-total 34,529 87 0 0
----------------- ----------------
TOTAL 39,762 100 29 100
----------------- ----------------
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(1) PricewaterhouseCoopers audits most of the Group's
subsidiaries. The O. Belnet firm reported on the statutory and
consolidated financial statements of Sodexho Alliance. The fees paid
by Group subsidiaries to audit firms other than
PricewaterhouseCoopers, in connection with the audit of the accounts,
totaled 1,144 thousand euro.
(2) Includes fees paid to the consulting arm of
PricewaterhouseCoopers in connection with implementation of an
Enterprise Resource Planning System (ERP), primarily in foreign
subsidiaries (United States and United Kingdom). This consulting
entity was sold by PricewaterhouseCoopers on October 4, 2002.
ATTESTATION FROM THE SUPERVISOR OF THE ANNUAL REPORT REGISTERED AS
"DOCUMENT DE REFERENCE" UNDER FRENCH LAW:
To our knowledge, the information provided in this rectifying
document to our "Document de Reference" (file No. D.02-1884) which
was filed with the Commission des Operations de Bourse on December
26, 2002 is in accordance with the reality; it includes all
information necessary to allow investors to make their own assessment
about the patrimony, the activity, the financial situation, the
profits and the outlook of the Company; there is no omission that
would impact this information.
Chairman of the Board of Directors
Pierre Bellon
ATTESTATION OF THE SUPERVISORS OF THE AUDIT OF THE ACCOUNTS:
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SODEXHO ALLIANCE
STATUTORY AUDITORS' REPORT
ON THE RECTIFICATIONS TO
THE "DOCUMENT DE REFERENCE"
PricewaterhouseCoopers Audit Olivier Belnet
32, rue Guersant 65, rue Breteuil
75833 Paris Cedex 17 13006 Marseille
STATUTORY AUDITORS' REPORT
ON THE RECTIFICATIONS TO THE
"DOCUMENT DE REFERENCE"
To the shareholders of
SODEXHO ALLIANCE
3, avenue Newton
78180 Montigny le Bretonneux
Ladies and gentleman:
In our capacity as auditors of Sodexho Alliance and in application of
COB 98-01, we have verified, in accordance with the professional
standards applied in France, the financial information relating to
the statutory financial statements of Sodexho Alliance for the years
ended August 31, 2001 and 2002 contained in the attached document,
the "document de reference" (reference document No. D.02-1884)
registered with the COB.
The Chairman of the Board of Directors is responsible for this
rectifying document. Our responsibility is to report on the fairness
of the information included in this document with respect to the
financial position and the financial statements of Sodexho Alliance.
On December 23, 2002 we reported on the "document de reference" and
concluded that, based on our work, we had no observations to make
regarding the truthfulness of this information or its consistency
with the consolidated financial statements. We have no basis for
revising this opinion for events occurring subsequent to December 23,
2002.
Our procedures were conducted in accordance with professional
standards applied in France, and included an assessment of the
fairness of the information presented relating to the financial
position and the financial statements and its consistency with the
financial statements on which we have issued a report.
Our procedures also included the reading of the other consolidated
financial information for 2002 appearing in the reference document,
in order to identify material inconsistencies with the information
relating to the financial statements and to report any apparent
misstatement of facts that we may have detected in reading the other
information based on our general knowledge of the company obtained
during the course of our engagement.
We have no observations to make regarding the truthfulness of this
information or its consistency with the consolidated financial
statements.
Paris and Marseille, July 29, 2003
The statutory auditors
PricewaterhouseCoopers Audit Olivier Belnet
Gerard Dantheny
About Sodexho Alliance
Founded in Marseille in 1966 by Chairman and Chief Executive Officer Pierre
Bellon, Sodexho Alliance is the world's leading provider of food and
management services.With more than 315,000 employees on 24,700 sites in 74
countries, Sodexho Alliance reported consolidated sales of 12.6 billion euros
for the fiscal year that ended on August 31, 2002.The Sodexho Alliance share
has been listed since 1983 on the Euronext Paris Bourse, where its market value
totals 3.3 billion euro. The Sodexho Alliance share has been listed since
April 3, 2002, on the New York Stock Exchange.
Press Relations : Jerome Chambin
Tel: + 33 (1) 30 85 74 18 Fax: + 33 (1) 30 85 52 32
E-mail: Jerome.Chambin@sodexhoalliance.com
Investor Relations : Jean-Jacques Vironda
Tel: + 33 (1) 30 85 29 39 Fax: + 33 (1) 30 85 51 81
E-mail: Jean-Jacques.Vironda@sodexhoalliance.com