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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 2
TO
Schedule 14D-9
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934
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RENAISSANCE HOTEL GROUP N.V.
(Name of Subject Company)
RENAISSANCE HOTEL GROUP N.V.
(Name of Person(s) Filing Statement)
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Common Stock, Par Value 0.01 Netherlands Guilders Per Share
(Title of Class of Securities)
N73689 10 6
(CUSIP Number of Class of Securities)
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Robert W. Olesen
Executive Managing Director, Executive Vice President
and Chief Financial Officer
c/o Renaissance Hotels International
29800 Bainbridge Road
Solon, Ohio 44139
(216) 498-9090
(Name, address and telephone number of person authorized to receive
notices and communications on behalf of the person(s) filing statement)
With a copy to:
Stephan H. Haimo, Esq.
Stroock & Stroock & Lavan LLP
180 Maiden Lane
New York, New York 10038-4982
(212) 806-5400
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This Amendment No. 2 (this "Amendment") amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9, as amended (as so
amended from time to time, the "Schedule 14D-9") originally filed on February
24, 1997 by Renaissance Hotel Group N.V., a Netherlands limited liability
company (the "Company"), relating to a tender offer for all of the Company's
outstanding shares of common stock, par value 0.01 Netherlands Guilders per
share (the "Shares), commenced by Marriott International, Inc. and Marriott RHG
Acquisition B.V. on February 24, 1997. All capitalized terms used herein shall
have the definitions set forth in the Schedule 14D-9 except as may otherwise be
provided herein.
Item 3. Identity and Background.
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Item 3 of the Schedule 14D-9 is hereby amended and supplemented by
amending and restating the introductory paragraph of the section in Item 3
entitled "The Acquisition Agreement--Conditions to Offer" as follows:
"Conditions to Offer: Notwithstanding any other provisions of the Offer,
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Marriott shall not be required to accept for payment or, subject to any
applicable rules and regulations of the Commission including Rule 14e-1(c) under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (relating
to Marriott's obligation to pay for or return tendered Shares promptly after
termination or withdrawal of the Offer), pay for, and may delay the acceptance
for payment of or, subject to the restrictions referred to above, the payment
for, any tendered Shares, and may amend the Offer consistent with the terms of
the Acquisition Agreement and the Offer or terminate the Offer if (i) any
applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended (the "HSR Act"), has not expired or terminated prior to the
expiration of the Offer, (ii) the Minimum Condition has not been satisfied or
(iii) at any time on or after February 17, 1997 and at or before the expiration
date of the Offer, any of the following events shall occur:"
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: March 20, 1997
RENAISSANCE HOTEL GROUP N.V.
By /s/ Robert W. Olesen
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Robert W. Olesen
Executive Managing Director, Executive
Vice President and Chief Financial Officer
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