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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Sodexho Marriott Services, Inc.
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(Name of Issuer)
Common Stock, $1.00 par value
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(Title of Class of Securities)
833793102
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(CUSIP Number)
May 4, 1998
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP NO. SCHEDULE 13G
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(1) NAME OF REPORTING PERSON TRANSAMERICA CORPORATION
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 94-0932740
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ x ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
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(5) SOLE VOTING POWER -0-
NUMBER OF
SHARES --------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER 6,073,176*
OWNED BY * See Note to Exhibit A
EACH --------------------------------------------------------
REPORTING (7) SOLE DISPOSITIVE POWER -0-
PERSON WITH
--------------------------------------------------------
(8) SHARED DISPOSITIVE POWER 6,073,176*
* See Note to Exhibit A
--------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,073,176*
* See Note to Exhibit A
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES* [ ]
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.8%
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(12) TYPE OF REPORTING PERSON* HC
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. SCHEDULE 13G
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(1) NAME OF REPORTING PERSON TRANSAMERICA INSURANCE CORPORATION
OF CALIFORNIA
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 95-2634355
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ x ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION California
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(5) SOLE VOTING POWER -0-
NUMBER OF
SHARES --------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER 3,329,300*
OWNED BY * See Note to Exhibit A
EACH --------------------------------------------------------
REPORTING (7) SOLE DISPOSITIVE POWER -0-
PERSON WITH
--------------------------------------------------------
(8) SHARED DISPOSITIVE POWER 3,329,300*
* See Note to Exhibit A
--------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,329,300*
* See Note to Exhibit A
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES* [ ]
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.4%
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(12) TYPE OF REPORTING PERSON* HC and IC
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. SCHEDULE 13G
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(1) NAME OF REPORTING PERSON TRANSAMERICA INVESTMENT SERVICES, INC.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 94-1632699
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ x ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
---------------------------------------------------------------------
(5) SOLE VOTING POWER -0-
NUMBER OF
SHARES --------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER 6,073,176
OWNED BY
EACH --------------------------------------------------------
REPORTING (7) SOLE DISPOSITIVE POWER -0-
PERSON WITH
--------------------------------------------------------
(8) SHARED DISPOSITIVE POWER 6,073,176
--------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,073,176
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES* [ ]
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.8%
---------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON* IA
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Item 1(a). Name of Issuer.
Sodexho Marriott Services, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices.
10400 Fernwood Road, Bethesda, MD 20817
Item 2(a). Name of Person Filing.
This statement is filed by Transamerica Corporation
("Transamerica"), Transamerica Investment Services, Inc. ("TIS") and
Transamerica Insurance Corporation of California ("TICC").
Item 2(b). Address of Principal Business Office or, if none, Residence.
The address of Transamerica is 600 Montgomery Street, San
Francisco, CA 94111. The address of TIS and TICC is 1150 South Olive Street,
Los Angeles, CA 90015.
Item 2(c). Citizenship.
Transamerica and TIS are Delaware corporations. TICC is a
California corporation.
Item 2(d). Title of Class of Securities.
Common Stock, $1.00 par value ("Common Stock").
Item 2(e). CUSIP Number.
833793102.
Item 3. Type of Reporting Person.
Transamerica is filing this statement pursuant to Rule
13d-1(c). TIS and TICC are filing this statement pursuant to Rule 13d- 1(b).
TIS is an investment adviser registered under Section 203 of the Investment
Advisers Act of 1940. TICC is an insurance company as defined in Section
3(a)(19) of the Securities Exchange Act of 1934 and a parent holding company in
accordance with Rule 13d-1(b)(1)(ii)(G).
Item 4. Ownership.
Reference is hereby made to Items 5-9 and 11 of each of the
cover pages to this statement, which items are incorporated by reference
herein.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
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Item 6. Ownership of More Than Five Percent on Behalf of Another
Person.
Transamerica may be deemed to be the beneficial owner of
6,073,176 shares of Common Stock, of which 742,600 shares are owned directly by
Transamerica. The remaining 5,330,576 shares, including 1,916,276 shares owned
for the benefit of non-affiliate investment advisory clients of TIS, are
beneficially owned by direct and indirect subsidiaries of Transamerica.*
TIS is deemed to be the beneficial owner of 6,073,176 shares
of Common Stock pursuant to separate arrangements whereby TIS acts as
investment adviser to certain individuals and entities, including Transamerica
Occidental Life Insurance Company ("Occidental") and Transamerica Life
Insurance and Annuity Company ("TALIAC"), both of which are insurance companies
as defined in Section 3(a)(19) of the Securities Exchange Act of 1934 and are
subsidiaries of Transamerica. Occidental and TALIAC directly own 1,908,300 and
1,421,000 shares of Common Stock, respectively. Each of the individuals and
entities for which TIS acts as investment adviser has the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the
sale of, the securities purchased or held pursuant to such arrangements.
TICC is deemed to be the beneficial owner of the 3,329,300
shares of Common Stock beneficially owned by its subsidiary, Occidental, and by
its indirect subsidiary, TALIAC.
To the knowledge of the Companies, no other person has the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the Common Stock.
*See Note to Exhibit A.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company.
Transamerica, which is a parent holding company under Rule
13d-1(b)(1)(ii)(G), is filing this Statement pursuant to Rule 13d- 1(c) and not
pursuant to Rule 13d-1(d). The identity and Item 3 classification of its
relevant subsidiaries are set forth on Exhibit A attached hereto and
incorporated herein by reference.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below the undersigned certify that, to the best of
their knowledge and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having that purpose or effect.
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Signatures
After reasonable inquiry and to the best of their knowledge
and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
May 14, 1998
TRANSAMERICA CORPORATION
/s/ RICHARD N. LATZER
By _______________________________
Richard N. Latzer
Senior Vice President and Chief
Investment Officer
TRANSAMERICA INSURANCE CORPORATION
OF CALIFORNIA
/s/ RICHARD N. LATZER
By _______________________________
Richard N. Latzer
Its Attorney-in-Fact
TRANSAMERICA INVESTMENT SERVICES, INC.
/s/ RICHARD N. LATZER
By _______________________________
Richard N. Latzer
President and Chief Executive
Officer
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Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act
of 1934, the undersigned, Transamerica Corporation, a Delaware corporation,
Transamerica Insurance Corporation of California, a California corporation, and
Transamerica Investment Services, Inc., a Delaware corporation, and each of
them, hereby agree that the statement on Schedule 13G dated May 14, 1998, and
any amendments thereto, are filed on behalf of each of them.
May 14, 1998
TRANSAMERICA CORPORATION
/s/ RICHARD N. LATZER
By _______________________________
Richard N. Latzer
Senior Vice President and
Chief Investment Officer
TRANSAMERICA INSURANCE CORPORATION
OF CALIFORNIA
/s/ RICHARD N. LATZER
By _______________________________
Richard N. Latzer
Its Attorney-in-Fact
TRANSAMERICA INVESTMENT SERVICES, INC.
/s/ RICHARD N. LATZER
By _______________________________
Richard N. Latzer
President and Chief Executive
Officer
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Exhibit A
Each of Occidental and TALIAC is an insurance company as
defined in Section 3(a)(19) of the Securities Exchange Act of 1934. TICC is an
insurance company as defined in Section 3(a)(19) of the Securities Exchange Act
of 1934. TIS is an investment adviser registered under Section 203 of the
Investment Advisers Act of 1940. Each of the above entities is a direct or
indirect wholly owned subsidiary of Transamerica.
Note: Management of the affairs of subsidiaries of
Transamerica, including decisions respecting dispositions and/or voting of the
shares of the Common Stock beneficially owned by such subsidiaries, resides in
respective officers and directors of the subsidiaries and is not directed by
Transamerica or other subsidiaries. Accordingly, the filing of this Schedule
13G by Transamerica is not intended as, and should not be deemed, an
acknowledgment of beneficial ownership or shared voting or dispositive power by
it of the shares of the Common Stock beneficially owned by its subsidiaries,
and such beneficial ownership or attribution of shared voting or dispositive
power is expressly disclaimed.
