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
------
(Translation of registrant's name into English)
25, avenue Kléber, 75116 Paris, France
--------------------------------------
(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
----- -----
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
----- -----
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
----- -----
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)
Enclosures:
Press release dated July 28, 2003, "ALSTOM's Transmission and Distribution
Sector"
Press release dated August 1, 2003, "ALSTOM Completes the Sale of Its Medium
Gas Turbines and Industrial Steam Turbines Business to Siemens"
Press release date August 4, 2003, "ALSTOM in Advanced Negotiations to Ensure
Its Financial Requirements"
Press release dated August 5, 2003, "Update on ALSTOM's Financing Package
Negotiations"
Press release dated August 6, 2003, "ALSTOM Secures a 2.8 Billion Euro
Financing Package"
ALSTOM Consolidated Cash Quarterly Statement as of June 30, 2003 (Unaudited)
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 7, 2003 By: /s/ Philippe Jaffré
------------------------------------
Name: Philippe Jaffré
Title: Chief Financial Officer
28 July 2003
ALSTOM'S TRANSMISSION AND DISTRIBUTION SECTOR
During today's meeting, ALSTOM's Board of Directors was updated on the progress
of the sale of ALSTOM's Transmission & Distribution Sector and in particular the
offer which has been received from Areva.
The Board agreed that the Company actively pursues the negotiations with Areva
on the basis of the offer received.
Press enquiries: G. Tourvieille
Tel. +33 1 47 55 23 15
internet.press@chq.alstom.com
-----------------------------
Investor relations: E. Châtelain
Tel.+33 1 47 55 25 33
investor.relations@chq.alstom.com
---------------------------------
1st August 2003
ALSTOM COMPLETES THE SALE OF ITS MEDIUM GAS TURBINES
AND INDUSTRIAL STEAM TURBINES BUSINESSES TO SIEMENS
ALSTOM announces that it has now completed the major part of the disposal of it
medium gas turbines and industrial steam turbines businesses to Siemens AG. This
was the second of the two transactions with Siemens AG announced on 28 April, by
which ALSTOM sold its industrial turbines businesses for an enterprise value of
€1.1billion and net cash proceeds of €950 million.
Completion of this second transaction follows receipt of formal merger clearance
from merger control authorities, principally in the US and Europe.
The disposal of the small gas turbine business to Siemens AG was completed on 30
April 2003.
Certain minor parts of the business have not yet been transferred to Siemens AG
pending completion of legal procedures in some jurisdictions.
ALSTOM is a global leader in energy and transport infrastructure. The Company
serves the energy market through its activities in the fields of power
generation and power transmission and distribution, and the transport market
through its activities in rail and marine. In fiscal year 2002/03, ALSTOM had
annual sales in excess of €20 billion and employed around 100,000 people in over
70 countries worldwide.
Press enquiries: G. Tourvieille
Tel. +33 1 47 55 23 15
internet.press@chq.alstom.com
Investor relations: E. Châtelain
Tel.+33 1 47 55 25 33
investor.relations@chq.alstom.com
4 August 2003
ALSTOM IN ADVANCED NEGOTIATIONS
TO ENSURE ITS FINANCIAL REQUIREMENTS
ALSTOM announced that it is in advanced negotiations to ensure its financial
requirements to strengthen its balance sheet, refinance its short and medium
term debt, ensure its liquidity needs and get adequate bonding facilities.
ALSTOM will issue a press release before 8.30 am on Tuesday 5th August after a
Board meeting is held to review the situation.
The Company has requested the Paris, London and New York stock exchanges to
suspend trading in its shares.
Press Relations: S. Gagneraud
Tél. +33 1 47 55 25 87
internet.press@chq.alstom.com
Investor Relations: E. Chatelain
Tél. +33 1 47 55 25 33
investor.relations@chq.alstom.com
5th August 2003
UPDATE ON ALSTOM'S FINANCING PACKAGE NEGOTIATIONS
As announced in our press release dated 4th August 2003, the Board of ALSTOM met
late yesterday to review progress in the negotiations of its financing package.
Given that the negotiations are continuing, the Board decided to reconvene later
today to review the situation again.
The Company has consequently requested the Paris, London and New York stock
exchanges to continue the suspension of trading in its shares. ALSTOM will issue
another press release before 08:30 am (Paris time) on Wednesday 6th August.
Press Relations: 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
6 August 2003
ALSTOM SECURES A 2.8 BILLION EURO
FINANCING PACKAGE
ALSTOM presented a new strategic action plan on 12 March 2003, comprising three
main elements: an extended disposals programme, actions to significantly improve
operational performance and measures to strengthen the Group's financial
structure, including a capital increase. Significant progress has already been
achieved with many elements of this plan, as previously reported.
At the Group's Annual General Meeting on 2 July 2003, it was indicated that a
precondition to proceeding with the capital increase would be the refinancing of
debt facilities maturing in the first half of 2004. ALSTOM is facing a difficult
environment, notably a power generation market which remains at a historically
low level. The Group's commercial activity has also been increasingly impacted
by uncertainty as to ALSTOM's future, which contributed in part to the low level
of order intake reported for the first quarter of fiscal year 2003/04. In
addition, ALSTOM now expects half-year operating profit and cash flow to be
negatively impacted by specific difficulties related to project execution
(detailed below). These negative trends, coupled with short-term liquidity needs
pending the sale of its Transmission & Distribution Sector (T&D), have led
ALSTOM to accelerate and broaden discussions with its banks in order to put in
place a long-term structural solution for the Group.
Today, ALSTOM announces that it has secured a comprehensive financial package
with the signature of an agreement with more than 30 of its banks. This will
enable the Group to repay the existing debt facilities maturing in the first
half of 2004 while providing adequate short and medium term liquidity. It will
substantially increase the Group's equity and ensure it has adequate contract
bonding capacity to support its ongoing business activity level. This agreement
includes commitments from the French State, given the potential impact of
ALSTOM's situation in the industrial, social and financial domains across a
number of countries, and particularly in Europe.
The main features of the financing package will be:
Strengthening of the Group's equity through: € million
o Capital Increase* 600
o Underwritten issue of Bonds Mandatorily Reimbursable
with shares (ORA) with 5 year maturity: 900**
New financing
Subordinated Loans, with 6-year maturity: 1 300
-----
2 800
* €300 m reserved for the French State
** may be increased up to €1 billion
In addition, a syndicate of banks will provide a contract bonds and guarantees
facility of €3,500 million, counter-guaranteed in part by the French State, to
support ALSTOM's commercial activity. The agreement also provides €600 million
of additional short-term facilities.
This financial package will be integrated in the ALSTOM's business plan and is
subject to shareholder approval at an Extraordinary General Meeting which will
be held on 24 September (date of the probable second call). The French State
will notify the European Commission of the measures it has taken.
Commenting on ALSTOM's current situation and the agreement, Mr Kron, Chairman &
CEO, stated: "This agreement is a major step forward in the implementation of
ALSTOM's plan announced in March of this year. It represents a considerable and
exceptional effort of our shareholders, banks and the French State and clearly
demonstrates their confidence in the future of the Group. This Agreement will
serve to ensure customer and investor confidence in ALSTOM's long-term future
and permits ALSTOM to look forward with renewed confidence and vigour. ALSTOM to
look forward with renewed confidence and vigour. ALSTOM still faces considerable
challenges to deliver adequate and reliable profits and cash generation: the
severe downturn in the power and marine markets, the implementation of the
necessary strong restructuring and cost reduction programmes, improved control
of risks on large projects. The financing package announced today gives us the
foundation on which to re-build."
I) DETAILS OF THE FINANCING PACKAGE
Capital Increase
The €600 million capital increase approved at the AGM on 2 July 2003 will be
re-submitted for approval at an Extraordinary General Meeting.
€300 million of the capital increase will be reserved for the French State.
Following the capital increase, the French State will hold 31.5% of the ALSTOM's
shares, with a commitment not to sell the acquired shareholding until the
Group's full recovery.
The subscription price will be €1.25 per share.
Bonds Mandatorily Reimbursable with shares
In parallel with the capital increase, ALSTOM will issue €900 million in bonds
mandatorily reimbursable with shares (obligations remboursables en actions),
which may be increased up to €1 billion. The principal terms of the bonds are:
o Coupon: 2%, capitalised for the first year.
o 1 bond will be mandatorily reimbursed with 1 share.
o Issuance price €1.40 per bond.
o Maturity: 31 December 2008.
Subordinated loans
ALSTOM will be provided with a total of €1,300 million in subordinated loans.
The French State has agreed to participate in €200 million of the total amount.
The principal terms of the loans are:
o Interest rate per annum: Euribor + 450 bps.
o Maturity: 6 years.
o Early repayment allowed at ALSTOM's option.
Debt repayment
The bonds mandatorily reimbursable with shares and the subordinated loans will
be partly used by ALSTOM to repay the €550 million of outstanding bonds maturing
in February 2004 and the €1,250 million revolving credit facility maturing in
April 2004.
Bonds and Guarantees
A €3,500 million contract bonds and guarantees facility will be underwritten by
a syndicate of banks. 65% of each bond will be counter-guaranteed by the French
State.
Short-term facility
Pending receipt of proceeds from the financing package, short-term liquidity
will be assured by the banks for €300 million Caisse des Dépôts et Consignations
for €300 million. These short-term facilities will remain available until
receipt of the proceeds from the disposal of ALSTOM's T&D Sector.
Disposal of T&D Sector
It is envisaged, on the basis of Areva's offer dated 1 July 2003, to conclude a
binding agreement by 15 September, subject to normal closing conditions and
anti-trust approvals.
II) BUSINESS UPDATE
Good progress is being made in the operational aspects of our action plan.
Recent field trials on the first fully modified GT24 and GT26 gas turbines have
shown performance results above expectations and these modifications are now
being deployed across the fleet. The restructuring programme has been initiated
in full consultation with the European Works Forum.
The difficult economic and market environment referred to in previous trading
statements continues to prevail. In addition, following the discovery of
accounting irregularities on one contract at the Hornell, USA Transport Unit,
announced on 30 June 2003, a review of all projects managed by this unit has now
been undertaken. This has identified the need for additional provisions on
certain other contracts, which is expected to reduce first half 2003/04
operating income by around €100 million. An operating margin of around 2% is now
expected for the first half of financial year 2003/04. The 6% margin target for
2005/06 is maintained, supported by ALSTOM's extensive cost reduction plans and
the development of higher margin businesses such as service.
* * *
The Group has requested the Paris, London and New York stock exchanges to resume
trading in its shares from 11.30 am CET.
Press Relations: 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
This press release does not constitute an offer to sell, or a solicitation of
offers to purchase or subscribe for, securities in the United States. 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.
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. 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 implement our financing plan and comply with
covenants contained in our financing agreements; (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 on favourable terms or in a timely fashion; (x) 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/GT26 gas turbines and the UK trains; (xi) risks inherent in large contracts
and/or significant fixed price contracts that comprise a substantial portion of
ALSTOM's business; (xii) 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; (xiii) the inherent difficulty in
estimating ALSTOM's exposure to vendor financing and other credit risks which
may notably be affected by customers' payment defaults; (xiv) the ability to
invest in successfully, and compete at the leading edge of, technology
developments across all of ALSTOM's Sectors; (xv) the availability of adequate
cash flow from operations or other sources to achieve management's objectives or
goals; (xvi) the effects of disposals and acquisitions generally; (xvii) the
unusual level of uncertainty at this time regarding the world economy in
general; and (xviii) 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 reports submitted on
Form 6-K. In particular, we expect our Annual Report on Form 20-F for the fiscal
year ended 31 March 2003 (including our audited financial statements for fiscal
years ended 31 March 2003, 2002 and 2001) to be filed with the SEC in September
2003. 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.
FSA/Stabilisation.
ALSTOM consolidated cash quarterly statement as of 30 June 2003 (unaudited)
---------------------------------------------------------------------------
In euro million At At At
31 December 31 March 30 June
2002 2003 2003
--------------------- --------------------- ---------------------
Current assets (maturity ‹ 1 year):
Loans / Deposits 28 66 66
Inventories and contracts in progress, net 5 418 4 608 4 231
Trade receivables, net 4 903 4 855 4 633
Other accounts receivable, net 2 461 2 265 2 533
Short term investments and cash and cash
equivalents:
- Short term investments 158 90 88
- Cash and cash equivalents 1 625 1 628 1 232
--------------------- --------------------- ---------------------
Total 14 593 13 512 12 783
--------------------- --------------------- ---------------------
Current liabilities (maturity ‹ 1 year):
Bonds 0 550 550
Other borrowings and financial debts 2 236 2 051 3 319
Commercial paper 147 83 95
Customers' deposits and advances 3 930 3 541 3 213
Trade payables 5 069 4 629 4 184
Accrued contract costs, other payables and 4 329 4 746 4 453
accrued expenses
--------------------- --------------------- ---------------------
Total 15 711 15 600 15 814
--------------------- --------------------- ---------------------
Short term cash position -1 118 -2 088 -3 031