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 July 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:
Press release dated July 2, 2003, "Annual Shareholders' Meeting of 2nd
July 2003"
Press release dated July 2, 2003, "Update on Orders Trend and Action
Plan"
Press release dated July 18, 2003, "First Quarter Orders & Sales (1st
April - 30th June 2003)"
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: July 23, 2003 By: /s/ Philippe Jaffré
------------------------------------
Name: Philippe Jaffré
Title: Chief Financial Officer
2 July 2003
ANNUAL SHAREHOLDERS' MEETING OF 2nd JULY 2003
ALSTOM's Annual Shareholders' Meeting was held today, chaired by Patrick Kron,
Chairman and CEO.
All the proposed resolutions were approved by shareholders.
In particular, shareholders have adopted:
- the 2nd resolution related to the approval of the modified consolidated
accounts,
- the 12th resolution related to the reduction of the nominal value of the
shares from €6 to €1.25,
- the 13th resolution authorising the Board of Directors to increase the share
capital of the Company by the issue of shares, with maintenance of preferential
subscription rights.
Patrick Kron commented: "The capital increase, which our shareholders have just
approved, is an important step in our programme to strengthen the balance sheet
of the Company; it will be implemented when we have adequate visibility on the
disposal of our Transmission & Distribution Sector and on the refinancing of the
part of our debt due to mature in the course of next year."
As a result of the losses registered during the fiscal year 2002/2003, no
dividend will be paid to shareholders for this fiscal year.
Press relations: S. Gagneraud/ G. Tourvieille
(Tél. +33 1 47 55 25 87/+33 1 47 55 23 15)
internet.press@chq.alstom.com
Investor relations: J-G. Micol/A. Rebière
(Tél. +33 1 47 55 26 34)
Investor.relations@chq.alstom.com
This press release is not an offer to sell securities or the solicitation of an
offer to buy securities, nor shall there be any offer or sale of securities in
any jurisdiction in which such offer or sale would be unlawful prior to
registration or qualification under the securities laws of such jurisdiction.
2 July 2003
UPDATE ON ORDERS TREND AND ACTION PLAN
Speaking at the Annual General Meeting in Paris today, ALSTOM's Chairman and
Chief Executive Officer Patrick Kron gave the following update on trading and
the execution of the Action Plan announced on 12 March:
"In our full-year results announcement on 14th May we reported a slowdown in
orders during fiscal year 2003, particularly during the final quarter of the
year, reflecting the weak global economy, tightening financial markets and sharp
deterioration in the worldwide power generation equipment market.
While these difficult market trends continue, we expect order intake for the
first quarter 2003/04, on a comparable basis, to be above the preceding
quarter's level (€3.4 bn), although well below the high level registered
during the equivalent period last year (€5.2 bn). Detailed sales and orders
figures for the first quarter 2003/04 will be published on 18th July.
We are actively implementing the action plan. We have already secured €1.5
billion proceeds from disposals. In the sales process of our Transmission &
Distribution Sector, we are at the stage of receiving definitive offers. We have
just received one such offer which we will study over the coming days. On the
basis of an analysis of all the offers received, we will decide how to proceed.
Furthermore, the actions aiming at improving our operational performance have
been launched."
ALSTOM will publish a press release at the end of the Annual General Meeting
covering the main resolutions adopted.
Press relations: S. Gagneraud/ G. Tourvieille
(Tel. +33 1 47 55 25 87/+33 1 47 55 23 15)
internet.press@chq.alstom.com
Investor relations: J-G. Micol/A. Rebière
(Tel. +33 1 47 55 26 34)
Investor.relations@chq.alstom.com
This press release contains, and other written or oral reports and
communications of ALSTOM may from time to time contain, forward-looking
statements, within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Examples of such
forward-looking statements include, but are not limited to (i) projections or
expectations of sales, orders received, income, operating margins, dividends,
provisions, cash flow, debt or other financial items or ratios, (ii) statements
of plans, objectives or goals of ALSTOM or its management, (iii) statements of
future product or economic performance, and (iv) statements of assumptions
underlying such statements. Words such as "believes", "anticipates", "expects",
"intends", "aims", "plans" and "will" and similar expressions are intended to
identify forward looking statements but are not exclusive means of identifying
such statements. By their very nature, forward-looking statements involve risks
and uncertainties that the forecasts, projections and other forward-looking
statements will not be achieved. Such statements are based on management's
current plans and expectations and are subject to a number of important factors
that could cause actual results to differ materially from the plans, objectives
and expectations expressed in such forward-looking statements. These factors
include: (i) the inherent difficulty of forecasting future market conditions,
level of infrastructure spending, GDP growth generally, interest rates and
exchange rates; (ii) the effects of, and changes in, laws, regulations,
governmental policy, taxation or accounting standards or practices; (iii) the
effects of currency exchange rate movements; (iv) the effects of competition in
the product markets and geographic areas in which ALSTOM operates; (iv) the
ability to increase market share, control costs and enhance cash generation
while maintaining high quality products and services; (v) the timely development
of new products and services; (vi) difficulties in obtaining bid, performance
and other bonds with customary amounts or terms; (vii) the timing of and ability
to meet the cash generation and other initiatives of the new action plan,
particularly, the ability to dispose of the Transmission and Distribution
business and certain real estate assets on favourable terms or in a timely
fashion; (viii) the availability of adequate cash flow from operations or other
sources to achieve management's objectives or goals; (ix) the effects of
disposals and acquisitions generally; (x) the unusual level of uncertainty at
this time regarding the world economy in general; and (xi) ALSTOM's success at
adjusting to and managing the risks of the foregoing.
The foregoing list is not exhaustive; when relying on forward-looking statements
to make decisions with respect to ALSTOM, you should carefully consider the
foregoing factors and other uncertainties and events, as well as other factors
described in other documents ALSTOM files or submits from time to time with the
U.S. Securities and Exchange Commission ("SEC"), including ALSTOM's Annual
Report on form 20-F and reports submitted on Form 6-K. Forward-looking
statements speak only as of the date on which they are made, and ALSTOM
undertakes no obligation to update or revise any of them, whether as a result of
new information, future events or otherwise.
This press release is not an offer to sell securities or the solicitation of an
offer to buy securities, nor shall there be any offer or sale of securities in
any jurisdiction in which such offer or sale would be unlawful prior to
registration or qualification under the securities laws of such jurisdiction.
PRESS INFORMATION
July 18, 2003
First Quarter Orders & Sales
(1st April - 30th June 2003)
o Orders received down 22% on a comparable basis, on record first quarter of
fiscal year 2002/03, but marked recovery (+17%) from final quarter of
fiscal year 2002/03
o Sales down 9% on a comparable basis on first quarter of fiscal year
2002/03
-------------------------------------- ------------------------------------- ----------- ------------- --------------
(in €million) FY 2002/03 FY 2003/04 % Variation % Variation
Q1 FY02/03 vs Q4 FY02/03 vs
Q1 FY03/04 Q1 FY03/04
-------------------------------------- -------- --------- --------- -------- ----------- ------------- --------------
Q1 Q2 Q3 Q4 Q1
-------------------------------------- -------- --------- --------- -------- ----------- ------------- --------------
Orders Received Actual figures 5,675 4,863 4,953 3,632 4,035 -29% 11%
-------------------------------------- -------- --------- --------- -------- ----------- ------------- --------------
Orders Received Comparable figures 5,173 4,450 4,597 3,457 4,035 -22% 17%
-------------------------------------- -------- --------- --------- -------- ----------- ------------- --------------
Sales Actual figures 5,269 5,499 5,132 5,451 4,341 -18% -20%
-------------------------------------- -------- --------- --------- -------- ----------- ------------- --------------
Sales Comparable figures 4,762 5,054 4,804 5,249 4,341 -9% -17%
-------------------------------------- -------- --------- --------- -------- ----------- ------------- --------------
Commenting on the first quarter's Orders and Sales announced this morning
Patrick Kron, Chairman and Chief Executive Officer of ALSTOM, stated:
"As we signalled at our Annual General Meeting earlier this month, order intake
in the first quarter was down on the very high level achieved in the comparable
period of fiscal year 2002/03, but we are encouraged by the improvement compared
with the final quarter of last year. In particular, Power orders show a strong
recovery from the depressed level of the preceding three months.
The decrease in sales reflects, as expected, the lower order intake of last
year. "
Reported Figures (Unaudited)
---------------------------- --------------------------------------------- ------------ -------------- --------------
Order Received FY 2002/03 FY 2003/04 % Variation % Variation
Actual Figures Q1 FY02/03 vs Q4 FY02/03 vs
(in €million) Q1 FY03/04 Q1 FY03/04
--------------------------------------------- ------------ -------------- --------------
Q1 Q2 Q3 Q4 Q1
---------------------------- ---------- ----------- ----------- ---------- ------------ -------------- --------------
Power Turbo-Systems 987 381 405 48 514 -48% 971%
Power Environment 686 783 499 615 476 -31% -23%
Power Service 934 752 757 491 814 -13% 66%
T&D 1,092 976 703 961 922 -16% -4%
Transport 1,624 1,676 1,900 1,212 884 -46% -27%
Marine 19 6 110 28 105 453% 275%
Corporate and others* 333 289 579 277 320 -4% 16%
---------------------------- ---------- ----------- ----------- ---------- ------------ -------------- --------------
Total Group 5,675 4,863 4,953 3,632 4,035 -29% 11%
---------------------------- ---------- ----------- ----------- ---------- ------------ -------------- --------------
* Including Industrial turbines
---------------------------- --------------------------------------------- ------------ -------------- --------------
Sales FY 2002/03 FY 2003/04 % Variation % Variation
Actual Figures Q1 FY02/03 vs Q4 FY02/03 vs
(in €million) vs Q1 FY03/04 Q1 FY03/04
--------------------------------------------- ------------ -------------- --------------
Q1 Q2 Q3 Q4 Q1
---------------------------- ---------- ----------- ----------- ---------- ------------ -------------- --------------
Power Turbo-Systems 1,241 1,171 694 751 584 -53% -22%
Power Environment 715 742 749 892 624 -13% -30%
Power Service 721 629 749 579 705 -2% 22%
T&D 824 954 916 911 747 -9% -18%
Transport 1,116 1,224 1,278 1,454 1,060 -5% -27%
Marine 343 382 341 502 441 29% -12%
Corporate and others* 309 397 405 362 180 -42% -50%
---------------------------- ---------- ----------- ----------- ---------- ------------ -------------- --------------
Total Group 5,269 5,499 5,132 5,451 4,341 -18% -20%
---------------------------- ---------- ----------- ----------- ---------- ------------ -------------- --------------
* Including Industrial turbines
Orders and sales, as reported, were impacted during the first three months of
fiscal year 2003/04 by currency translation effects, particularly versus the US
dollar (impact of approximately 5% on orders and 6% on sales), and by the
disposal of our small industrial gas turbine business, on April 30, 2003.
Comparable figures below adjust the figures for these impacts.
Both reported and comparable figures include for the first time orders and sales
for the three new Power Sectors established in 2003.
Comparable Figures (Unaudited)
---------------------------- --------------------------------------------- ------------ -------------- --------------
Order Received FY 2002/03 FY 2003/04 % Variation % Variation
Comparable Figures Q1 FY02/03 vs Q4 FY02/03 vs
(in €million) Q1 FY03/04 Q1 FY03/04
---------- ----------- ----------- ---------- ------------ -------------- --------------
Q1 Q2 Q3 Q4 Q1
---------------------------- ---------- ----------- ----------- ---------- ------------ -------------- --------------
Power Turbo-Systems 940 363 387 57 514 -45% 802%
Power Environment 629 719 488 608 476 -24% -22%
Power Service 849 706 708 479 814 -4% 70%
T&D 975 902 684 931 922 -5% -1%
Transport 1,555 1,570 1,818 1,148 884 -43% -23%
Marine 19 6 110 28 105 453% 275%
Corporate and others* 206 184 402 206 320 55% 55%
---------------------------- ---------- ----------- ----------- ---------- ------------ -------------- --------------
Total Group 5,173 4,450 4,597 3,457 4,035 -22% 17%
---------------------------- ---------- ----------- ----------- ---------- ------------ -------------- --------------
* Including Medium-sized gas turbines and industrial steam turbines not already transfered to Siemens
Orders received: -22%
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Trading conditions continued to be difficult in the first three months of fiscal
year 2003/04, with a weak global economy and tightening financial markets.
On a comparable basis, the order intake for the quarter declined by 22% compared
with the high level registered during Q1 2002/03.
However, it shows a marked improvement on Q4 2002/03, increasing by 17%
(from €3,457m to €4,035m) on a comparable basis, primarily due to higher
orders in Power Service and Power Turbo-Systems.
The backlog, at around €30 billion, is equivalent to 20 months of sales.
---------------------------- --------------------------------------------- ------------ -------------- --------------
Sales FY 2002/03 FY 2003/04 % Variation % Variation
Comparable Figures Q1 FY02/03 vs Q4 FY02/03 vs
(in €million) Q1 FY03/04 Q1 FY03/04
---------- ----------- ----------- ---------- ------------ -------------- --------------
Q1 Q2 Q3 Q4 Q1
---------------------------- ---------- ----------- ----------- ---------- ------------ -------------- --------------
Power Turbo-Systems 1,160 1,107 669 744 584 -50% -22%
Power Environment 626 683 708 879 624 0% -29%
Power Service 643 583 702 563 705 10% 25%
T&D 745 876 890 893 747 0% -16%
Transport 1,043 1,191 1,240 1,436 1,060 2% -26%
Marine 343 382 341 502 441 29% -12%
Corporate and others* 202 232 254 232 180 -11% -22%
---------------------------- ---------- ----------- ----------- ---------- ------------ -------------- --------------
Total Group 4,762 5,054 4,804 5,249 4,341 -9% -17%
---------------------------- ---------- ----------- ----------- ---------- ------------ -------------- --------------
* Including Medium-sized gas turbines and industrial steam turbines not already transfered to Siemens
Sales: -9%
----------
Sales for the quarter, on a comparable basis, show a decline of 9% on Q1
2002/03. This reflects a stable performance in Transport, T&D and Power
Environment, strong sales in Power Service and Marine and a decline in Power
Turbo-Systems sales reflecting the low order intake of last year.
Geographic Breakdown
--------------------
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(in €million) Actual Orders Received Actual Sales
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Q1 Q2 Q1 Q2
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FY2002/03 FY2003/04 change FY2002/03 FY2003/04 change
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Europe 2,860 1,957 -32% 1,918 2,036 6%
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North America 1,202 648 -46% 1,390 721 -48%
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Latin America 324 147 -54% 398 277 -30%
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Africa/Middle East 413 707 71% 550 303 -45%
---------------------------------------------------------------------------------------------------------------------
Asia/Pacific 876 576 -34% 1,013 1,003 -1%
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Total 5,675 4,035 -29% 5,269 4,341 -18%
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Reported Figures (Unaudited)
In Q1 2003/04, the geographic breakdown of orders received was broadly
equivalent to that in Q1 2002/03. Europe remains the most important market. On
an actual basis, orders decreased in this region by 32%, driven by Power
Turbo-Systems and Transport. Americas decreased in all Sectors but Power Service
due to currency translation effects and difficult market conditions.
Africa/Middle East improved significantly, notably in Power Turbo-Systems with a
major order recorded in Bahrain, and in T&D. Asia/Pacific decreased by 34%
driven by Transport, Power Service and Power Turbo-Systems. This decrease was
partly offset by an improvement of Power Environment in this region.
Sector Reviews
--------------
Power Turbo-Systems
The main order received in Q1 2003/04 is a turnkey extension of a gas power
plant in Bahrain.
On a comparable basis, this quarter was below the exceptional high level of Q1
2002/03, when several gas turnkey and steam contracts were booked, but it was
much higher than Q4 2002/03 when no major orders were registered.
The level of sales in Q1 2003/04 reflects the lower order volumes over the last
few years.
Power Environment
The main orders received in Q1 2003/04 are contracts for heat recovery in
Germany and for utility boiler in China.
Compared to Q1 2002/03, the decrease in orders was due to the postponement of
several projects in Environmental Control and a slowdown in Hydro, partly offset
by a good performance in Heat Recovery systems.
The sales registered in Q1 2003/04 remain stable versus the same period last
year.
Power Service
Major orders booked in Q1 2003/04 include two long-term gas turbine maintenance
contracts in the US and in Brazil.
Orders remain stable versus Q1 2002/03 and show a marked recovery as compared to
Q4 2002/03, which was generally slow in all regions.
The sales increase in Q1 2003/04 versus both Q1 and Q4 2002/03 reflects a good
performance in US boiler service and gas turbine service.
Transmission & Distribution (T&D)
The level of orders received in Q1 2003/04 remained globally stable versus Q1
2002/03.
This quarter was marked by the booking of an HVDC project between Sweden and
Denmark. Globally, the Transmission market continues to be sound and a number of
orders have been registered in the African/Middle-Eastern market. This offset
continuous difficult market conditions in Western Europe, notably in
Distribution products.
On a comparable basis, Q1 2003/04 sales were in line with Q1 2002/03 but below
Q4 2002/03. The decline versus Q4 reflects a low order intake in the second half
of last year and a generally slower first quarter in T&D.
Transport
The main orders received in Q1 2003/04 were Lausanne metro infrastructure,
CORADIA "Minuetto" trains for Trenitalia in Italy and metro cars for the Jubilee
Line to London Underground. While the level of orders during this quarter was
unusually low, several contracts have been secured but not yet booked, e.g.
Grenoble Tram and Barcelona Metro.
2002/03 orders included a high level of booking in North America ( €1Bn)
where we expect orders for the current year to be very limited. Excluding North
America, we expect the 2003/04 order intake to be of the same magnitude as last
year's.
Q1 2003/04 sales are in line with the same period last year.
Marine
Q1 2003/04 orders included a ferry for Seafrance.
Sales reflected the delivery of the frigate 'Hassan II' for the Royal Moroccan
Navy, the 1,000-cabin cruise-ship 'Island Princess' for P&O Princess (Carnival
group) and the 550-cabin cruise-ship 'Crystal Serenity' for the Japanese
Shipping Group NYK during the first quarter.
Outlook
-------
We expect the 2003/04 orders and sales to be down around 5% versus last year on
a comparable basis.
- ends -
Contacts
Press enquiries: Gilles Tourvieille
(Tel. +33 1 47 55 23 15)
gilles.tourvieille@chq.alstom.com
---------------------------------
Investor relations: Emmanuelle Châtelain
(Tel. +33 1 47 55 25 78)
investor.relations@chq.alstom.com
---------------------------------
Internet: http://www.alstom.com
---------------------
Forward-Looking Statements:
This press release contains, and other written or oral reports and
communications of ALSTOM may from time to time contain, forward-looking
statements, within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Such statements appear,
without limitation, in the section of the press release entitled "Outlook".
Examples of such forward-looking statements include, but are not limited to (i)
projections or expectations of sales, orders received, income, operating
margins, dividends, provisions, cash flow, debt or other financial items or
ratios, (ii) statements of plans, objectives or goals of ALSTOM or its
management, (iii) statements of future product or economic performance, and (iv)
statements of assumptions underlying such statements. Words such as "believes",
"anticipates", "expects", "intends", "aims", "plans" and "will" and similar
expressions are intended to identify forward looking statements but are not
exclusive means of identifying such statements. By their very nature,
forward-looking statements involve risks and uncertainties that the forecasts,
projections and other forward-looking statements will not be achieved. Such
statements are based on management's current plans and expectations and are
subject to a number of important factors that could cause actual results to
differ materially from the plans, objectives and expectations expressed in such
forward-looking statements. These factors include: (i) the inherent difficulty
of forecasting future market conditions, level of infrastructure spending, GDP
growth generally, interest rates and exchange rates; (ii) the effects of, and
changes in, laws, regulations, governmental policy, taxation or accounting
standards or practices; (iii) the effects of currency exchange rate movements;
(iv) the effects of competition in the product markets and geographic areas in
which ALSTOM operates; (iv) the ability to increase market share, control costs
and enhance cash generation while maintaining high quality products and
services; (v) the timely development of new products and services; (vi) the
impact of our high levels of indebtedness; (vii) the ability to renegotiate or
renew our existing credit lines and to meet the financial and other covenants
contained in these credit lines; (viii) difficulties in obtaining bid,
performance and other bonds with customary amounts or terms; (ix) the timing of
and ability to meet the cash generation and other initiatives of the new action
plan, particularly, the ability to dispose of the Transmission and Distribution
business and certain real estate assets on favourable terms or in a timely
fashion; (x) the availability of external sources of financing on commercially
reasonable terms; (xi) the inherent technical complexity of many of ALSTOM's
products and technologies and the ability to resolve effectively and at
reasonable cost technical problems that inevitably arise, including in
particular the problems encountered with the GT24/26 gas turbines and the UK
trains; (xii) risks inherent in large contracts and/or significant fixed price
contracts that comprise a substantial portion of ALSTOM's business; (xiii) the
inherent difficulty in estimating future charter or sale prices of any relevant
cruise ship in any appraisal of the exposure in respect of the Renaissance
Cruises matter; (xiv) the inherent difficulty in estimating ALSTOM's exposure to
vendor financing and other credit risks which may notably be affected by
customers' payment defaults; (xv) the ability to invest successfully in, and
compete at the leading edge of, technology developments across all of ALSTOM's
Sectors; (xvi) the availability of adequate cash flow from operations or other
sources of liquidity to achieve management's objectives or goals, including our
goal of reducing indebtedness; (xvii) the effects of disposals and acquisitions
generally; (xviii) the unusual level of uncertainty at this time regarding the
world economy in general; (xix) the risk factors described in Part 4 of ALSTOM's
Annual Report for Fiscal Year 2003- "Risks", and (xx) ALSTOM's success at
adjusting to and managing the foregoing risks.
The foregoing list is not exhaustive; when relying on forward-looking statements
to make decisions with respect to ALSTOM, you should carefully consider the
foregoing factors and other uncertainties and events, as well as other factors
described in other documents ALSTOM files or submits from time to time with the
U.S. Securities and Exchange Commission ("SEC"), including ALSTOM's Annual
Report on Form 20-F and reports submitted on Form 6-K. Forward-looking
statements speak only as of the date on which they are made, and ALSTOM
undertakes no obligation to update or revise any of them, whether as a result of
new information, future events or otherwise.
This press release is not an offer to sell securities or the solicitation of an
offer to buy securities, nor shall there be any offer or sale of securities in
any jurisdiction in which such offer or sale would be unlawful prior to
registration or qualification under the securities laws of such jurisdiction.