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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
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. 1 (this "Amendment") amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 (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. ("Marriott") on February 24, 1997. All capitalized terms
used herein shall have the definitions set forth in the Schedule 14D-9 except as
may otherwise by provided herein.
Item 2. Tender Offer of the Bidder.
Item 2 of the Schedule 14D-9 is hereby amended and supplemented by
adding thereto the following:
As comtemplated by Marriott's Offer to Purchase dated February 24, 1997,
on March 12, 1997, Marriott assigned its obligation to purchase Shares tendered
pursuant to the Offer to Marriott RHG Acquisition B.V. (the "Acquisition
Subsidiary"), a Netherlands private limited liability company, which is an
indirect, wholly-owned subsidiary of Marriott. Upon the terms and subject to
the conditions of the Offer, the Acquisition Subsidiary will purchase all Shares
validly tendered and not withdrawn prior to the expiration of the Offer. The
assignment by Marriott to the Acquisition Subsidiary does not relieve Marriott
of its obligations under the Offer or the Acquisition Agreement or prejudice the
rights of the tendering stockholders to receive payment for Shares validly
tendered and accepted for payment.
According to an amendment to Marriott's Schedule 14D-1, the business
address of the Acquisition Subsidiary is 10400 Fernwood Road, Bethesda, Maryland
20817.
Item 8. Additional Information to be Furnished.
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by
adding thereto the following:
The Federal Trade Commission granted the Company's request for early
termination of the waiting period under the HSR Act applicable to the purchase
of the Shares pursuant to the Offer effective as of March 10, 1997.
Accordingly, the condition to the Offer requiring the expiration or termination
of any applicable waiting period under the HSR Act prior to the expiration of
the Offer has been satisfied. On March 12, 1997, Marriott's German counsel
received written notice that the German Federal Cartel Office issued a clearance
notice in connection with the Offer on March 10, 1997. A press release to the
foregoing is filed as Exhibit 11 to this Amendment to the Schedule 14D-9 and
is incorporated herein by reference.
Item 9. Material to be filed as Exhibits.
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by
adding thereto the following:
Exhibit 11. Press Release issued by the Company on March 12, 1997.
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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 13, 1997
RENAISSANCE HOTEL GROUP N.V.
By: /s/ Thomas G. Stauffer
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Thomas G. Stauffer,
Executive Director
and President-Americas
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Exhibit Index
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Exhibit No. Description
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Exhibit 11 Press Release issued by the
Company on March 12, 1997
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Exhibit 11
RENAISSANCE HOTEL GROUP N.V.
ANNOUNCES EARLY TERMINATION OF
HART-SCOTT-RODINO
NEWS RELEASE
FOR IMMEDIATE RELEASE
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CLEVELAND, OH (March 12, 1997) - Renaissance Hotel Group N.V. (NYSE:RHG)
announced today that the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, applicable to the tender offer by Marriott
International, Inc. (NYSE:MAR) for all outstanding shares of common stock of
Renaissance terminated on March 10, 1997. In addition, Renaissance has received
notice that the German Federal Cartel Office has cleared the tender offer under
applicable German law.
As previously announced, under the terms of an acquisition agreement
between Renaissance and Marriott, on February 24, 1997, Marriott commenced a
tender offer for all outstanding shares of common stock of Renaissance at $30.00
per share, net to the seller in cash. Unless extended, the tender offer and
withdrawal rights will expire at 12:01 a.m., New York City time, on Saturday,
March 29, 1997.
Contact: Andy C. Alexander, Vice President Corporate Counsel, Int'l.
(216) 519-8843 or
Rita K. Pesecky, Investor Relations Manager (216) 498-7793
