Form 6-K
FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of May 2003
Commission File Number: 1-14836
ALSTOM
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(Translation of registrant's name into English)
25, avenue Kléber, 75116 Paris, France
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(Address of principal executive offices)
Indicate by check mark whether the Registrant files or will file annual reports
under cover of Form 20-F or Form 40-F
Form 20-F X Form 40-F
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Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1):
Yes No X
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Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7):
Yes No X
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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
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If "Yes" is marked, indicate below the file number assigned to the Registrant in
connection with Rule 12g3-2(b)
Enclosures:
Notice of Meeting in Connection with ALSTOM's 2003 Annual Meeting of
Shareholders...................................................................3
(This document is a free translation of the original
French version published on 16 May 2003 in the French
legal newspaper "BALO", which is available upon request)
Société Anonyme with a share capital of €1,689,963,138
Head Office : 25, avenue Klebér - 75116 Paris
Registration number : 389 058 447 Paris
NOTICE OF MEETING
The shareholders of ALSTOM are convened on Monday 23 June 2003 at 3:00 p.m
(Paris time), to participate in the Ordinary and Extraordinary Shareholder's
Meeting which will be held at the head office, 25 avenue Klebér - 75116 Paris,
on first notice of meeting to deliberate on the following agenda and proposed
resolutions. It is likely that the meeting will not be held on that date as the
quorum required will not be met, and in such case the shareholders will be
convened on second notice on Wednesday 2 July 2003 at 2:p.m at the CNIT, 2 Place
de la Défense, 92053 Paris La Défense.
AGENDA OF THE MEETING
Deliberating as an Ordinary Shareholders' Meeting
-------------------------------------------------
o Board of Directors' report.
o General Auditors' report for the fiscal year ended 31 March 2003.
o General Auditors' report on the consolidated accounts of the fiscal year
ended 31 March 2003.
o Approval of the non-consolidated accounts and the operations for the fiscal
year ended 31 March 2003.
o Approval of the consolidated accounts and the operations for the fiscal year
ended 31 March 2003.
o Appropriation of income.
o Special Auditors' report on related party agreements.
o Ratification of the appointment of a Director.
o Renewal of the mandate of an external permanent auditor.
o Appointment of an external deputy auditor.
o Renewal of the mandate of an external permanent auditor.
o Appointment of an external deputy auditor.
o Authorisation to be given to the Board of Directors to deal in the Company's
shares.
Deliberating as an Extraordinary Shareholders' Meeting
o Board of Directors' report.
o Special Auditors' reports.
o Decision not to liquidate the Company following the loss of half of the share
capital.
o Reduction in the share capital due to losses and implemented through the
reduction in the nominal value of the shares, and related amendments to the
Articles of Association.
o Authorisation to be given to the Board of Directors to increase the share
capital of the Company by the issue of shares and of any type of securities
which give immediate or future access to the Company's shares, with
maintenance of preferential subscription rights.
o Authorisation given to the Board of Directors to increase the share capital
of the Company through issues reserved for members of a Company savings plan.
o Authority to be given to the Board of Directors to reduce the share capital
by cancelling of shares.
o Power to implement the decisions of the Shareholders' Meeting and to complete
the formalities.
TEXT OF THE RESOLUTIONS SUBMITTED TO THE GENERAL MEETING
1. Resolutions falling within the powers of an Ordinary shareholders' Meeting
First resolution
(Approval of the non-consolidated accounts and operations of the fiscal year
ended 31 March 2003)
The shareholders, voting under the conditions of quorum and majority required
for ordinary general meetings, having reviewed the report of the Board of
Directors, the statutory auditors' report and the non-consolidated accounts for
the fiscal year ended 31 March 2003 approve the accounts for the fiscal year
ended 31 March 2003, as drafted and presented to them.
The shareholders approve specifically the amount of non-deductible charges (art.
39-4 of the French Code Général des Impôts) referred to in
the financial statements.
The shareholders approve the operations shown in these accounts and/or referred
to in the reports.
Second resolution
(Approval of the consolidated accounts and the operations for the fiscal year
ended 31 March 2003)
The shareholders, voting under the conditions of quorum and majority required
for ordinary general meetings, having reviewed the report of the Board of
Directors, the statutory auditors' report and the consolidated accounts for the
fiscal year ended 31 March 2003, approve the consolidated accounts, as drafted
and presented to them.
The shareholders approve the operations shown in these accounts and/or referred
to in the reports.
Third resolution
(Appropriation of income)
The shareholders, voting under the conditions of quorum and majority required
for ordinary general meetings, approve the following proposal of the Board of
Directors, regarding the appropriation of the loss of €(7,474,080,874.35) for
the fiscal year ended 31 March 2003:
- up to €233,579,181.57, on the account "income carried forward" which as a
result amounts to zero
- up to €130,312,446.09, on the account " legal reserve " which as a result
amounts to zero
- up to €20,934,042.90, on the account "non distributable reserve" which as a
result amounts to zero
- up to €5,180,724,289.09, on the account "contribution premiums" which as a
result amounts to zero
- up to €566,566,631.60, on the account "share premiums" which as a result
amounts to zero
- up to €1,341,964,283.10, on the account "income carried forward" which as a
result amounts to €(1,341,964,283.10).
As a result, no dividend will be paid to the shareholders for this fiscal year
2003.
The shareholders acknowledge, pursuant to applicable law, that the dividends
distributed for the previous three fiscal years were the following:
Number of
shares Dividend Tax Credit Global amount
--------- -------- ---------- -------------
€ € €
2001/2002 215,387,459 - - -
2000/2001 215,387,459 0.55 0.275 0.825
1999/2000 213,698,403 0.55 0.275 0.825
Fourth resolution
(Special auditors' report on related party agreements)
The shareholders, voting under the conditions of quorum and majority required
for ordinary general meetings, having examined the special auditors' report on
the agreements to which article L. 225-38 of the French Code de commerce
applies, approve the agreements mentioned in such report.
Fifth resolution
(Ratification of the appointment of a director)
The shareholders, voting under the conditions of quorum and majority required
for ordinary General Meetings, hereby ratify the decision taken by the Board of
Directors on 11 March 2003 to appoint Mr. Gérard Hauser as director to replace
Mr. Bilger who resigned for the remainder of his term of office which shall
expire on the day of the General Meeting of the shareholders which shall approve
the accounts for the fiscal year 2004.
Sixth resolution
(Renewal of the mandate of an external permanent auditor)
The shareholders, voting under the conditions of quorum and majority required
for ordinary General Meetings, hereby renew the mandate of Barbier Frinault et
Autres, Ernst & Young as permanent external auditor, for a six fiscal year
period which shall expire on the day of the General Meeting of the shareholders
which shall approve the accounts for the fiscal year 2009.
Seventh resolution
(Appointment of an external deputy auditor)
The shareholders, voting under the conditions of quorum and majority required
for ordinary General Meetings, hereby appoint Mr Pascal Macioce as external
deputy auditor to Barbier Frinault et Autres, Ernst & Young, to replace Mr.
Francis Scheidecker for a six fiscal year period which shall expire on the day
of the General Meeting of the shareholders which shall approve the accounts for
the fiscal year 2009.
Eighth resolution
(Renewal of the mandate of an external permanent auditor)
The shareholders, voting under the conditions of quorum and majority required
for ordinary General Meetings, hereby renew the mandate of Deloitte Touche
Tohmatsu as permanent external auditor, for a six fiscal year period which shall
expire on the day of the General Meeting of the shareholders which shall approve
the accounts for the fiscal year 2009.
Ninth resolution
( Appointment of an external deputy auditor)
The shareholders, voting under the conditions of quorum and majority required
for ordinary General Meetings, hereby appoint the company BEAS as external
deputy auditor to Deloitte Touche Tohmatsu, for a six fiscal year period which
shall expire on the day of the General Meeting of the shareholders which shall
approve the accounts for the fiscal year 2009.
Tenth resolution
(Authorisation to be given to the Board of Directors to deal in the Company's
shares)
The shareholders, voting under the conditions of quorum and majority required
for ordinary General Meetings, having examined the report of the Board of
Directors, authorise the Board of Directors under the conditions set out in art.
L. 225-209 et seq. of the French Code de commerce, to purchase existing shares
of the Company within the limit of a number of shares representing 10% of the
share capital of the Company as of 31 March 2003, i.e. 28,166,052 shares, and
for a maximum aggregate purchase price of €563,321,040.
This authorisation may be used to regulate the market price of the shares, to
allow sale or purchase of shares depending on the market, to allocate or sell
shares to employees, former employees or executive officers of ALSTOM and its
affiliated companies (as defined in art. L. 225-180 and L. 233-16 of the French
Code de commerce), in particular through stock option plans, in order to hold
the shares purchased, and, as the case may be, to sell, transfer or exchange the
shares purchased in the context of, or following, any financial transactions
(including upon exercise of rights attached to securities) and in the context of
a general and financial management of the share capital and the stockholders'
equity of the Company and in particular with regard to its financing needs. The
shares purchased may also be cancelled under the conditions laid down by law.
The purchase, sale, transfer or exchange of the shares may occur, in accordance
with the rules enacted by the relevant regulatory bodies, on or off the stock
exchange, at any time, including at the time of a takeover bid, and by all
means, including block transfer, the use or exercise of financial instruments,
derivatives and, in particular through optional transactions such as the
purchase and sale of put or call options.
The purchase price may not exceed €20 per share and the sale price must not be
less than €1.25 per share, subject to adjustments relating to transactions
affecting the share capital of the Company. If the Company proceeds under one of
the transactions described by the third paragraph of art. L. 225-209, the sale
price will then be determined in accordance with the then applicable law.
Moreover, these shares could be transferred free of charge under the conditions
specified by law, in particular article L. 443-1 et seq. of the French Code du
travail.
The authorisation hereby given shall cancel and replace the authorisation
granted by the Shareholders' Meeting of 3 July 2002 in its seventh resolution,
and shall be valid until the next Shareholders' Meeting called to approve the
accounts of the current financial year.
The shareholders hereby grant full powers to the Board of Directors, with
authority to delegate such powers, to make all stock market orders, to conclude
all agreements in order to undertake all formalities and all declarations for
and to all bodies and, generally, to do all that is necessary to implement this
resolution.
2. Resolutions falling within the powers of an Extraordinary Shareholders'
Meeting
Eleventh resolution
(Decision not to liquidate the Company following the loss of half of the share
capital)
The general meeting deliberating pursuant to the quorum and majority rules of
extraordinary general meetings, having examined the report of the Board of
Directors, acknowledges that the shareholders' equity of the Company has reached
an amount which is less than half of the share capital, as set forth in the
statutory accounts for the fiscal year ended 31 March 2003 approved pursuant to
the first resolution hereabove, and decides not to liquidate by anticipation the
Company.
Twelfth resolution
(Reduction in the share capital due to losses and implemented through the
reduction in the nominal value of the shares, and related amendments to the
Articles of Association)
The general meeting deliberating pursuant to the quorum and majority rules of
extraordinary general meetings, having examined the report of the Board of
Directors and the special statutory auditors' report pursuant to the French Code
de Commerce, in particular in its article L.225 - 204:
1 - notes that the accounts for the fiscal year ended 31 March 2003 approved
pursuant to the first resolution here-above shows losses of
€(7,474,080,874.35), which after offset against the total amounts of the
income carried forward, reserves and premiums recorded in the balance
sheet of the Company, decided by the general meeting pursuant to the third
resolution hereabove, results in a negative balance carried forward of
€(1,341,964,283.10);
2 - decides to reduce the share capital by a global nominal amount of
€1,337,887,484.25, the share capital being reduced from €1,689,963,138 to
€352,075,653.75 in order to offset part of the losses recorded in the item
"balance carried forward" in the balance sheet of the Company after the
appropriation of the income for the fiscal year ended 31 March 2003, which
item as a result amounts to a negative balance carried forward of
€(4,076,798.85);
3 - decides to implement this reduction in the share capital by reducing the
nominal value of each share from €6 to €1.25 ;
4 - decides as a consequence of this reduction in the share capital to amend
as follows the article 6 of the articles of association :
"Article 6 - Share capital
The share capital is set at euros three hundred and fifty two million
seventy five thousand six hundred and fifty three and seventy five cents
(euros 352,075,653.75).
It is divided into 281,660,523 shares, each with a nominal value of 1.25
euros, of a single class and fully paid up.
The share capital may be increased in accordance with the Law from time to
time>>;
5 - gives full powers to the Board of Directors to take any necessary measures
following the completion of the reduction in the share capital.
Thirteenth resolution
(Authorisation to be given to the Board of Directors to increase the share
capital of the Company by the issue of shares and of any type of securities
which give immediate or future access to the Company's shares, with maintenance
of preferential subscription rights)
The general meeting, deliberating pursuant to the quorum and majority
requirements for extraordinary general meetings, having examined the report of
the Board of Directors and the special statutory auditors' report, and in
accordance with the provisions of the French Code de Commerce, in particular in
its article L.225-129 III :
1 - decides to cancel the authorisations granted to the Board by the
extraordinary and ordinary shareholders meeting of 3 July 2002, in its
eight, nine and tenth resolutions;
2 - delegates to the Board of Directors, for a period of twenty six months
from the date of this meeting, all powers necessary to carry out an
increase in the share capital, either all at once or in more than one
stage, through the issue, both in France and abroad, of shares or of any
other securities, including any equity warrants not attached to any
securities and issued ex gratia or against payment, which give immediate
or future access to shares of the Company, which can be subscribed for
either cash or by set-off of debt and which have the same rights as those
attached to existing shares except for the date at which they give rise to
a dividend; the above mentioned securities shall be denominated in euros
or, with respect to securities other than shares, in any other lawful
currency or in any other account unit established by reference to a panel
of currencies;
3 - decides that :
o the global nominal amount of the shares that may be issued immediately
and/or at a later date by virtue of this authorisation shall not exceed
600 million euros to which may be added the nominal amount of the
additional shares to be issued in order to maintain the rights of the
holders of securities giving access in the future to the shares of the
Company, in accordance with applicable laws, regulations and
contractual provisions;
o the global nominal amount of the securities that are representative of
debts of the Company and which may be issued by virtue of this
authorisation, shall not exceed 1.5 billion euros or the exchange value
of this amount in any other currency;
4 - decides that in the event of an offer to subscribe for securities, the
shareholders will be allowed to exercise their preferential subscription
rights in accordance with the conditions set out by law. In addition, the
Board of Directors will have the power to grant the shareholders the right
to subscribe further securities in order to obtain a greater number than
that to which they are entitled by virtue of their preferential
subscription rights, in accordance with the provisions of the law.
If subscriptions by way of exercise of preferential rights and, if
applicable, by way of exercise of any additional rights, do not account
for the whole issue, the Board of Directors may, in the order that it
shall decide, exercise either or both of the following options :
o freely allot all or part of the securities which have not been
subscribed between persons of its choice;
o limit the issue to the amount of the subscriptions received, provided
that this amount reaches at least three quarters of the issue decided
initially;
o freely offer to the public, on the French or international market, all
or part of the securities which have not been subscribed.
5 - decides that if free warrants by scrip issue are allocated to holders of
existing shares, the Board of Directors shall have the power to decide
that rights to fractions of warrants will not be negotiable and that the
corresponding warrants will be sold, the proceeds of the sale being
allocated to those entitled to such fractions at the latest within 30 days
of the date of registration in the registers of the total number of
warrants allotted to them;
6 - notes that the present authorisation and delegation of powers:
o implies, for the benefit of the holders of the securities which give
access to shares of the Company by virtue of this authorisation, other
than bonds convertible into shares and equity warrants, the waiver by
the shareholders of their preferential subscription rights to the
securities to which the securities issued may give right;
o implies the express waiver by the shareholders of their preferential
subscription rights to the shares of the Company to which the bonds
convertible into shares or the equity warrants may give access by
virtue of this authorisation.
7 - decides that the Board of Directors will have all powers, with the power
to subdelegate in accordance with the provisions of the law, to implement
this authorisation and delegation of powers, and in particular:
o to fix the dates and terms and conditions of the issues, their
characteristics and method under which the securities to be issued
immediately or in the future will be fully paid up, including the
conditions in which they will give rights to shares;
o to fix in the event of an issue of debt securities, whether or not they
have subordinated status, their redemption terms and conditions, their
fixed or variable redemption price with or without premium and the
terms and conditions by which securities issued may be repurchased or
exchanged;
o to fix the date (which may be retroactive) from which the new shares
will bear dividends;
o to suspend, if applicable, the exercise of the rights attached to the
securities issued and giving access to shares of the Company in
accordance with applicable law, regulation or contractual provisions
for a period not exceeding three months;
o to determine the terms and conditions by which the rights of the
holders of securities issued and giving rights to shares will be
maintained in accordance with applicable law, regulation or contractual
provisions;
o to proceed with any offset of expenses against the amount of premiums;
o to take generally all necessary measures and enter into any arrangement
to bring the contemplated issue to a successful conclusion;
o to take any necessary measures for the admission to the listing on the
Premier Marché d'Euronext Paris (or on any other regulated market) of
the securities issued by virtue of this authorisation;
o to record the completion of the share capital increases; to amend the
articles of association accordingly and to accomplish all required
formalities and publications.
Fourteenth resolution
(Authorisation given to the Board of Directors to increase the share capital of
the Company through issues reserved for members of a Company savings plan)
The shareholders, voting under the conditions of quorum and majority required
for extraordinary general meetings, having examined the report of the Board of
Directors and the special report of the statutory auditors, in accordance with,
the provisions of art. L. 443-1 et seq. of the Code du travail and the Code de
commerce, in particular art. L. 225-138:
1 - authorise the Board of Directors for a period of twenty-six months from
the date of this meeting, to increase the share capital, in one or more
times, by a maximum nominal amount of €35,200,000, through the issuance,
in euros or any other currency, of new shares and/or other securities
giving access to the Company's share capital, reserved for the members of
a savings plan of the Company and/or of its affiliated companies and
economic interest groups (as defined under art. L. 233-16 of the Code de
commerce). This decision will result in the express waiver by the
shareholders of their preferential subscription rights for the benefit of
the beneficiaries to whom the issue is reserved;
2 - decide that the issue price of the shares issued pursuant to this
authorisation, shall not be lower by more than 20% of the average of the
Company share prices during the twenty trading days preceding the decision
of the Board of Directors relating to the capital increase, or higher than
such average price; the characteristics of the other securities giving
access to the Company's share capital shall be determined by the Board of
Directors in the conditions fixed by the rules and regulations;
3 - decide that the Board of Directors may provide for the free allocation of
shares or other securities giving access to the Company's share capital,
within the limits of the provisions of art. L. 443-5 of the Code du
travail;
4 - decide that the Board of Directors will have full powers, with authority
to subdelegate such powers within the limits of the law, to implement this
authorisation within the limits and under the conditions mentioned above,
and in particular to:
o determine the companies whose employees and executive officers, as the
case may be, may participate in the issues;
o fix all the conditions that must be met by the beneficiaries;
o fix the terms and conditions of each issue and in particular the amount
and the terms of the securities to be issued, the issue price, the date
(which may be retroactive) from which the shares will bear dividends,
the method and schedule of payment of the issue price, the subscription
period;
o record the completion of the share capital increases in accordance with
the amount of shares which are actually subscribed and amend the
Articles of Association accordingly;
o enter into any agreements, carry out, directly or by proxy, any
operations and formalities;
o offset expenses against the amount of the premiums if the need arises;
o take any measures necessary for the completion of the issuances, carry
out all the formalities following the capital increases and generally
do whatever is necessary;
5 - decide that this authorisation cancels the authorisation granted to the
Board of Directors by the Shareholders' Meeting of 3 July 2002 in the
eleventh resolution.
Fifteenth resolution
(Authority to be given to the Board of Directors to reduce the share capital by
cancelling of shares)
The shareholders, voting under the conditions of quorum and majority required
for extraordinary general meetings, having acknowledged the report of the Board
and the special report of the statutory auditors prepared in compliance with
article L. 225-209 of the Code de Commerce , authorise the Board of Directors,
with authority to delegate its powers, to reduce the share capital, all at once
or in more than one stage, by cancelling all or part of the shares that may be
repurchased by the Company pursuant to any current or future authorisation
granted by its shareholders in ordinary general meeting in accordance with
article L. 225-209 referred to above, subject to a limit of 10 % of the share
capital and in compliance with the applicable legal and regulatory provisions.
This authorisation is given for a 24 month period from the date of this meeting.
The shareholders give the Board of Directors full powers, with authority to
delegate its powers, to carry out this (these) reduction(s) of the share
capital, to amend the articles of association accordingly and generally do
whatever is necessary.
Sixteenth resolution
(Power to implement the decisions of the Shareholders' Meeting and to complete
the formalities)
The shareholders, voting under the conditions of quorum and majority required
for extraordinary General Meetings, hereby give full authority to the holder of
an original, a copy or an extract of the minutes of this Meeting for the
purposes of accomplishing all legal or administrative formalities and to proceed
with all required filings and publications.
****
Requests for inclusion of additional resolutions in the Agenda of the meeting by
shareholders fulfilling the requirements of Article 128 of the decree of 23
March 1967, must, in accordance with the law, be sent to the Company
headquarters, by recorded mail within 10 days from the date of this publication.
*(See below)
Every shareholder, irrespective of the number of shares held, has the right to
attend the shareholders' meeting. A shareholder can be represented at the
meeting either by his/her spouse or another shareholder.
In order to attend the shareholders' meeting, to vote by mail or by proxy,
holders of registered shares must be registered in the Company's register at
least one day prior to the date of the meeting. Such shareholders are not
required to fulfil any formalities and will be admitted to the meeting upon
proof of their identity.
Holders of bearer shares must obtain, at least one day prior to the meeting, a
bearer share blocking certificate from the authorised financial intermediary
with whom his/her shares are deposited, indicating that the shares are blocked
until completion of the meeting.
In addition, such holders of bearer shares may request a voting form from this
financial intermediary in order to vote by mail or by proxy.
The bearer share blocking certificate and the voting form should be sent to BNP
PARIBAS Securities Services - GIS Emetteurs, les Collines de l'Arche, 92057 La
Défense Cedex.
Votes by mail will only be valid if the correctly completed voting forms are
received by the above-mentioned bank or by the Company, at least three days
prior to the date of the meeting.
The Board of Directors.
* Note (for information of non-French shareholders):
One or several shareholders holding shares representing at least €8,648,565 of
the Company's share capital as provided by article 128 of the decree of 23 March
1967 as amended, or a duly qualified association of shareholders fulfilling the
conditions set forth by article L. 225-120 of the Code de Commerce may propose
additional resolutions to be voted on at the meeting. Proof of possession or
representation of shareholdings in this amount in respect of registered shares
is made by reference to the Company's share register or, in respect of bearer
shares, by deposit of blocking certificates obtained from the authorised
financial intermediary at the address notified above.
The text of the proposed resolution and a brief explanation of the motive for
such proposal must accompany all proposals for additional resolutions. If the
resolution is related to the proposal of a candidate for the Board of Directors,
such proposal must, in accordance with the law, include:
o surname, Christian names and age of the candidate
o references and professional experience during the last five years as well as
positions held in other companies
o positions held in the Company
o number of shares held in the Company, in registered and bearer forms.
* *
*
SIGNATURE
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.
ALSTOM
Date: May 19, 2003 By: /s/ Philippe Jaffré
-----------------------------------
Name: Philippe Jaffré
Title: Chief Financial Officer