SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
AUGUST 27, 1999
HOST MARRIOTT SERVICES CORPORATION
DELAWARE 1-14040 52-1938672
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(State of Incorporation) (Commission (I.R.S. Employer
File Number) Identification Number)
6600 ROCKLEDGE DRIVE
BETHESDA, MARYLAND 20817
(301) 380-7000
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
None.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
None.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
None.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
None.
ITEM 5. OTHER EVENTS.
None.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
None.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
EXHIBIT NO.
20 Press Release dated August 27, 1999 announcing successful
completion of tender offer by Autogrill for Host Marriott
Services Corporation.
ITEM 8. CHANGE IN FISCAL YEAR.
None.
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SIGNATURES
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 hereunto duly authorized.
HOST MARRIOTT SERVICES CORPORATION
AUGUST 27, 1999 /S/ BRIAN W. BETHERS
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Date Brian W. Bethers
Senior Vice President and Chief Financial Officer
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EXHIBIT 20
PAGE 1 OF 4
FOR IMMEDIATE RELEASE FOR MORE INFORMATION:
HOST MARRIOTT SERVICES:
MEDIA INQUIRIES:
WENDY WATKINS: 301-380-7903
INVESTOR RELATIONS:
SHARON WHITING: 301-380-7215
LUCIANO LUFFARELLI:
011-39-02-4826-3224
011-39-0335-610-1003
[email protected]
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AUTOGRILL SUCCESSFULLY COMPLETES TENDER OFFER FOR
HOST MARRIOTT SERVICES CORPORATION
BETHESDA, MARYLAND, AUGUST 27, 1999--Autogrill SpA of Italy announced today that
its wholly-owned subsidiary, Autogrill Acquisition Co., a Delaware Corporation,
has successfully completed its cash tender offer for all the outstanding shares
of common stock of Host Marriott Services Corporation, at a purchase price of
$15.75 per share in cash, without interest, which tender offer expired at 12:00
midnight on August 26, New York City time.
A total of 30,484,407 shares-not including 1,090,741 shares subject to
guarantees of delivery--were tendered in the offer and accepted for payment by
Autogrill Acquisition, representing 90.7% of the total shares outstanding.
Autogrill and Host Marriott Services also announced that the parties intend to
consummate the merger of Autogrill Acquisition Co., with and into Host Marriott
Services contemplated in the merger agreement announced by the parties on July
26, 1999, as promptly as practicable. In connection with the merger,
-more-
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EXHIBIT 20
PAGE 2 OF 4
ADD 1
AUTOGRILL SUCCESSFULLY COMPLETES TENDER OFFER FOR
HOST MARRIOTT SERVICES CORPORATION
Autogrill will acquire the remaining shares of Host Marriott Services common
stock for $15.75 per share, in cash, without interest.
The success of the tender offer sets the stage for the formation of the world's
largest provider of restaurant services for travelers, with operations in North
America, Europe, Australia and Asia and overall revenues (1999 projection) of
more than US$2.7 billion or 2.6 billion euros, (more than 5,000 billion lire).
With 834 locations, the new organization will cover five main business sectors:
motorway restaurants (609 locations), airports (76), shopping malls (66),
railway stations (21) and quick-service restaurants in city centers (46). It
will also run an additional 16 locations in other sectors. The company is also
one of the premier retail providers in airports in North America. Overall, the
new Group will run more than 3,500 units in its various locations.
The merger does not impact Host Marriott Services operating subsidiaries which
include Host International, Inc. and Host Marriott Tollroads, Inc.
AUTOGRILL
Based in Milan, Autogrill is part of the Benetton family group and listed on the
Italian Stock Exchange. With 1998 revenues of 1,124 million euros (2,175 billion
lire), more
-more-
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EXHIBIT 20
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ADD 2
AUTOGRILL SUCCESSFULLY COMPLETES TENDER OFFER FOR
HOST MARRIOTT SERVICES CORPORATION
than 12,000 employees and a total of 652 bars and restaurants, Autogrill is
Europe's largest provider of restaurant services for travelers and the second
largest modern retail catering group. Its brand portfolio includes the Autogrill
locations, run on a concessionary basis; the Spizzico chain of quick-service
pizza outlets; the Ciao self-service restaurants; Autogrill also has exclusive
use of the Burger King franchise in Italy.
HOST MARRIOTT SERVICES
Host Marriott Services Corporation, headquartered in Bethesda, Maryland and
listed on the New York Stock Exchange, was previously a subsidiary of Marriott
Corporation. With revenues of $1.4 billion, Host Marriott Services is the
leading provider of food, beverage and retail concessions at nearly 200 travel
and entertainment venues, with approximately 26,000 employees in seven countries
around the world. The company operates in 18 of the 20 largest airports in the
US, including JFK in New York as well as Boston, Washington D.C., Miami, San
Francisco and Los Angeles. In the Netherlands, it also runs a high-profile
location in Amsterdam's Schiphol airport. Host Marriott Services brand portfolio
includes many internationally famous brands such as Burger King, Pizza Hut,
Starbucks, Sbarro, Tie Rack and Bath and Body Works in airports, travel plazas,
shopping malls and entertainment attractions.
-more-
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EXHIBIT 20
PAGE 4 OF 4
ADD 3
AUTOGRILL SUCCESSFULLY COMPLETES TENDER OFFER FOR
HOST MARRIOTT SERVICES CORPORATION
Note: A copy of this release is available on Host Marriott Services website at
WWW.HMSCORP.COM and on Autogrill's website at WWW.AUTOGRILL.IT.
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