ACCOR ex. Doc de r.f GB

The Meeting is also called upon to officially take note
that the terms of office of one Statutory Auditor and its
Alternate (Cabinet Janny Marque & Associés and
Mr. Jean Coutancier, respectively) were not renewed
upon expiration at the last Ordinary Meeting of the
Shareholders (eighth resolution).
Authorization to Management Board
to issue bonds
The Ordinary Meeting of the Shareholders of June 16,
1995 authorized the Company to issue bonds for a period
of five years, enabling Accor to float three issues:
- in December 1995, a FRF 1.5 billion (€ 228.7 million)
bond issue with an interest rate of 7.40%,
- in July 1998, a FRF 800 million (€ 122 million) zerocoupon
bond issue indexed to Accor stock, and
- recently, in March 1999, a € 433.48 million bond
exchangeable for shares of Compass stock, with an
interest rate of 1%.
The Meeting is asked to renew that authorization in
advance for the five-year period provided by law, thereby
enabling the Management Board to issue bonds in France
or abroad up to a par value of € 2.5 billion or the
equivalent in other currency, to meet the Company’s
financing needs and take advantage of opportunities
presented by financial markets.
If approved, the debenture will be represented by bond
certificates, subordinated perpetual bonds (TSDI), or
bonds with warrants for the subscription of other straight
bonds or bonds exchangeable for a variety of securities
issued by others.
This authorization is covered by the ninth resolution
recommended to the Meeting for vote, and shall invalidate
and supersede the fourteenth resolution of the Ordinary
Meeting of the Shareholders of June 7, 1995.
Authorization to Management Board
to trade in Company stock
The Extraordinary Shareholders’ Meeting of June 9, 1998
authorized the Management Board to trade Company
stock on the Stock Exchange within the meaning of
Articles 217-2 and seq. of the French Business
Corporations Act, at a purchase price of up to FRF 2,000
and a selling price of no less than FRF 800.
Pursuant to that authorization, the Company bought
stock on the Stock Exchange in 1998 to smooth out
share price movement.
The Company bought 47,500 shares at an average price
of FRF 1,370.93 per share, paying FRF 247,600.43 in
commissions. The Company has not resold the shares,
so on December 31, 1998 it held 47,500 shares of its
own stock, each with a par value of FRF 100, for a total
of FRF 65,119,175 comprising 0.13% of the capital
stock on that date.
The Meeting is asked to renew the authorization granted
to the Management Board to trade in Company stock
under the new statutes and regulations governing such
transactions, as described in the prospectus approved
by the French Securities and Exchange Commission and
issued by the Company. The goals of the stock
redemption program are set forth in the prospectus and
the tenth resolution submitted to the Meeting for vote.
The authorization shall remain in effect for eighteen months.
The purchase price shall be no higher than € 305, and
the selling price shall be no lower than € 125.
The Company limits the number of shares of stock that
can be acquired under this authorization to 2,700,000,
for a total amount of € 823,500,000. In its annual report
to the Meeting of the Shareholders, the Management
Board shall account for how it has utilized said
authorization.
MANAGEMENT REPORT
21