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 August 2004
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 August 12, 2004, "ALSTOM's Capital Increases Results"
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: August 16, 2004 By: /s/ Philippe Jaffré
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Name: Philippe Jaffré
Title: Chief Financial Officer
12 August 2004
ALSTOM'S CAPITAL INCREASES RESULTS
On 13 July 2004, ALSTOM launched two concurrent capital increases:
- one with preferential subscription rights, with 3,655,265,768 shares available
for subscription for cash or by debt for equity set-off;
- the second, a debt for equity swap, reserved for certain ALSTOM creditors.
THE CAPITAL INCREASE WITH PREFERENTIAL SUBSCRIPTION RIGHTS WAS OVERSUBSCRIBED:
TOTAL SUBSCRIPTION REQUESTS AMOUNTED TO APPROXIMATELY 115% OF SHARES.
- 3,320,066,218 shares were subscribed to on an irreducible basis, of which
3,107,677,120 shares were subscribed for cash and 212,389,098 shares by debt for
equity set-off.
- 872,760,689 shares were subscribed to, on a reducible basis and by allocation
of shares remaining following the exercise of subscription rights, of which
85,149,787 shares were subscribed for cash and 787,610,902 shares by debt for
equity set-off. All shareholders were fully served. CFDI, a French State-owned
entity and an ALSTOM creditor in an amount of 300 million euros had intended to
subscribe 600,000,000 shares through debt for equity set-off. However, due to
the success of the transaction, CFDI could not be fully served and will receive
an allocation of only 62,438,861 shares, that is 10.4% of the number requested.
This capital increase with preferential subscription rights totals 1,508,350,193
euros, of which 1,277,130,762 euros in cash and 231,219,430 euros through debt
for equity set-off.
The second capital increase was reserved for ALSTOM creditors which were offered
the opportunity to swap their debt into equity at a price of 0.50 euro per
share.
Approximately 38% of the capital increase was subscribed, with 480,000,000
shares having been subscribed out of 1,275,787,385 shares, for an amount of
240,000,000 euros by debt for equity swap.
The overall amount of these two concurrent capital increases comes to
1,748,350,193 euros. Following payment and delivery of the shares on 13 August
2004, ALSTOM's share capital will be made up of 5,440,717,829 shares. The French
State, including CFDI, will now hold 1,162,049,763 shares, which amounts to
21.4% of the capital. The number of ORAs (bonds mandatorily reimbursable with
shares) in circulation is 99,936,967.
ALSTOM's new shares will be issued tomorrow, 13 August 2004, and will start
trading on Euronext on the same day- under the same ticker symbol as the
existing shares.
If these transactions had been finalised at 31 March 2004, ALSTOM's share
capital would then have amounted to 2,146 million euros and its economic debt
would have been 1,651 million euros, i.e. a debt to equity ratio of 77%. See the
attached annex for a pro forma description of the impact of the capital
increases and the debt for equity set-offs on ALSTOM's capitalisation, debt and
repayment schedule.
* * *
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ALSTOM SECURITIES FOR SALE OR
SUBSCRIPTION, OR A SOLICITATION OF OFFERS TO PURCHASE OR SUBSCRIBE FOR
SECURITIES, IN THE UNITED STATES OR ANY OTHER JURISDICTION. SECURITIES MAY NOT
BE SOLD OR SUBSCRIBED IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION
FROM REGISTRATION. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN, AND WILL NOT
BE, REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN APPLICABLE
EXEMPTION FROM REGISTRATION REQUIREMENTS. THIS NOTICE IS ISSUED PURSUANT TO RULE
135C OF THE SECURITIES ACT OF 1933.
FSA/Stabilisation
Press Information: S. Gagneraud
Tel : +33 1 47 55 25 87
Internet.press@chq.alstom.com
Investor Relations: E. Chatelain
Tel : +33 1 47 55 25 33
Investor.relations@chq.alstom.com
M: Communications: M. Forrest
Tel : +44 20 7153 1531
forrest@mcomgroup.com
CAPITALISATION AND INDEBTEDNESS
ACTUAL CAPITALISATION AND INDEBTEDNESS AT 31 MARCH 2004
Our share capital including minority interests at 31 March 2004 was €97 million,
while our economic debt (financial debt - €4,372 million - minus cash and cash
equivalent - €1,466 million - plus securitisation of existing receivables - €94
million) was €3,000 million.
The maturity dates for reimbursement of our debt (including future receivables
securitised) and of our lines of credit available in millions of euros at
31 March 2004 were as follows:
AFTER
OUTSTANDING FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL
LINES AT 31 YEAR YEAR YEAR YEAR YEAR YEAR
MARCH 2004 2005 2006 2007 2008 2009 2009
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Redeemable preference shares 205 (205)
Subordinated notes 250 (250)
Subordinated loans (PSDD) 1,563 (1,563)
Subordinated long-term bond
(TSDD) 200 (200)
Subordinated bonds
reimbursable with
shares--TSDD RA(1) 300 (300)
Bonds 650 (650)
Syndicated loans 722 (722)
Bilateral loans 260 (27) (33) (200)
Commercial paper 420 (420)
Bank overdrafts/other
facilities/accrued
interests(2) 320 (278) (14) (6) (3) (3) (16)
SUB-TOTAL 4,890 (698) (246) (1,661) (203) (1,566) (516)
Future receivables(3) 265 (265)
TOTAL 5,155 (963) (246) (1,661) (203) (1,566) (516)
Financial debt 4,372
AVAILABLE LINES 783
+ Cash available at Group
level 532
+ Cash available at
Subsidiary level(4) 934
AVAILABLE LINES AND CASH 2,249
(1) With its 7 July 2004 decision, the European Commission approved the
reimbursement with new shares of our TSDD RA, but this change was not
included in our consolidated financial statements for the year ended 31
March 2004 pending its finalisation.
(2) Lines of credit obtained by subsidiaries are classified as immediately due
given that these lines of credit have no expiry.
(3) Excluding the reimbursement which will come directly from the direct payment
of the customer to the investor to whom we sold the right to receive the
payment.
(4) Local constraints can delay or restrict access to this cash for the Group
parent company.
The following discussion and tables illustrate the impact of our new 2004
financing package on our share capital and our debt at 31 March 2004 as well as
the maturity date of our credit lines as if the new financing plan had been put
in place at 31 March 2004. Gross proceeds from the new financing package have
not been adjusted to reflect the estimated fees, commissions and expenses
incurred by us in connection with the transaction and the related
debt-for-equity swap.
ADJUSTED CAPITALISATION AND INDEBTEDNESS FOR THE FINANCING PACKAGE
If the transactions had been finalised on 31 March 2004, ALSTOM's share capital
would have amounted to 2,146 million euros and its economic debt would have been
1,651 million euros.
o a €300 million increase of our share capital and corresponding debt
reduction by the reimbursement into shares of TSDD RA subscribed by the
French State following the European Commission's approval of this
reimbursement;
o a €1,277 million increase of our share capital following the increase of
capital paid in cash. These funds will reduce our debt by €577 million
with the remainder used to constitute cash collateral of €700 million
within the scope of our new bonding programme (this amount will be
accounted for on our Consolidated Balance Sheet as financial assets);
o a €200 million increase of our share capital and corresponding debt
reduction following the set-off of subordinated bonds with a 15-year
term of maturity subscribed by the French State (the TSDD);
o a €31 million increase of our share capital and corresponding debt
reduction following the set-off of a part of the €300 million
subordinated loan due 2008 subscribed by CFDI (the PSDD).
o a €240 million share capital increase and corresponding debt reduction
following the set-off of a part of the eligible debt.
SHARE CAPITAL AND
MINORITY INTEREST ECONOMIC DEBT*
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ACTUAL ACCOUNTS AS AT 31 MARCH 2004 97 3,000
Reimbursement of TSDD RA in shares 300 (300)
Share capital increase paid in cash 1,277 (577)
Set-off of TSDD 200 (200)
Set-off of PSDD by CFDI 31 (31)
Set-off of part of the subordinated loans 212 (212)
Set-off of part of the syndicated loans 18 (18)
Set-off of part of the bilateral loans 10 (10)
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AS ADJUSTED AT 31 MARCH 2004 2,145 1,652
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* We define Economic debt to mean Net debt (or Financial debt net of short term
investments and cash and cash equivalents) plus cash proceeds from sale of trade
receivables ("securitisation of existing receivables"). Economic debt does not
represent our Financial debt as calculated under French GAAP, and should not be
considered as an indicator of our currently outstanding indebtedness because
trade receivables securitised are sold irrevocably and without recourse.
The following table sets forth the effect of our new financing package on our
debt maturity profile (including future receivables securitised) and our lines
of credit available as adjusted at 31 March 2004:
AFTER
OUTSTANDING FISCAL FISCAL FISCAL FISCAL FISCAL FISCAL
LINES AT 31 YEAR YEAR YEAR YEAR YEAR YEAR
MARCH 2004 2005 2006 2007 2008 2009 2009
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Redeemable preference shares 205 (205)
Subordinated notes 250 (250)
Subordinated loans (PSDD) 1,320 (1,320)
Subordinated long-term bond
(TSDD) 0
Subordinated bonds reimbursable
with shares - (TSDD RA) 0
Bonds 650 (650)
Syndicated loans 704 (704)
Bilateral loans 250 (27) (33) (190)
Commercial paper 420 (420)
Bank overdrafts/other
facilities/accrued interests 320 (278) (14) (6) (3) (3) (16)
SUB-TOTAL 4,119 (698) (246) (1,643) (193) (1,323) (16)
Future receivables 265 (265)
TOTAL 4,384 (963) (246) (1,643) (193) (1,323) (16)
Financial debt 3,683
AVAILABLE LINES 701
+ Cash available at Group level 1,191
+ Cash available at Subsidiary
level 934
AVAILABLE LINES AND CASH 2,826