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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1/A
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
HOST MARRIOTT SERVICES CORPORATION
(Name of Subject Company)
AUTOGRILL S.P.A.
AUTOGRILL ACQUISITION CO.
(Bidders)
COMMON STOCK, NO PAR VALUE PER SHARE
(Title of Class of Securities)
440914 10 9
(CUSIP Number of Class of Securities)
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PAOLO PROTA GIURLEO Copies to:
CHIEF EXECUTIVE OFFICER MICHAEL S. IMMORDINO, ESQ.
AUTOGRILL S.p.A. ROGERS & WELLS LLP
VIA CALDERA 21 CITY TOWER, 40 BASINGHALL STREET
20153 MILAN, ITALY LONDON EC2V 5DE
39-02-48261 UNITED KINGDOM
(Name, Address and Telephone Number of 44-171-628-0101
Person Authorized to Receive Notices and
Communications on Behalf of Bidders)
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CALCULATION OF FILING FEE
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Transaction Value *: $528,722,019 Amount of Filing Fee: $105,745
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* For purposes of calculating the fee only. This amount assumes the purchase
of 33,569,652 shares of common stock, no par value per share (the "Common
Stock") together with the associated preferred stock purchase rights (the
"Rights" and, together with the Common Stock, the "Shares") of Host
Marriott Services Corporation at a price per Share of $15.75 in cash. The
number of Shares outstanding as of July 26, 1999 is 33,569,652. The amount
of the filing fee, calculated in accordance with Section 14(g)(3) and Rule
0-11(d) under the Securities and Exchange Act of 1934, as amended, equals
1/50th of one percent of the aggregate of the cash offered by the Bidders.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
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Amount Previously Paid: $105,745 Filing Party: Autogrill Acquisition Co.
Form or Registration No.: Schedule 14D-1 Date Filed: July 30, 1999
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(Continued on following pages)
(Page 1 of 6 pages)
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CUSIP No. 440914 10 9 14D-1/A AND 13D Page 2
================================================================================
1. Name of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
AUTOGRILL ACQUISITION CO.
================================================================================
2. Check the Appropriate Box if a Member of a Group
(a)|_|
(b)|_|
================================================================================
3. SEC Use Only
================================================================================
4. Sources of Funds
AF
================================================================================
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(e) or 2(f)
|-|
================================================================================
6. Citizenship or Place of Organization
DELAWARE
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7. Aggregate Amount Beneficially Owned by Each Reporting Person
30,484,407
================================================================================
8. Check if the Aggregate Amount in Row 7 Excludes Certain Shares
|-|
================================================================================
9. Percent of Class Represented by Amount in Row 7
90.7%
================================================================================
10. Type of Reporting Person
CO
================================================================================
2
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CUSIP No. 440914 10 9 14D-1/A AND 13D Page 3
================================================================================
1. Name of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
AUTOGRILL S.P.A.
================================================================================
2. Check the Appropriate Box if a Member of a Group
(a)|_|
(b)|_|
================================================================================
3. SEC Use Only
================================================================================
4. Sources of Funds
BK
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5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(e) or 2(f)
|-|
================================================================================
6. Citizenship or Place of Organization
ITALY
================================================================================
7. Aggregate Amount Beneficially Owned by Each Reporting Person
30,484,407
================================================================================
8. Check if the Aggregate Amount in Row 7 Excludes Certain Shares
|-|
================================================================================
9. Percent of Class Represented by Amount in Row 7
90.7%
================================================================================
10. Type of Reporting Person
CO
================================================================================
3
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AMENDMENT NO. 2 TO SCHEDULE 14D-1/SCHEDULE 13D
This Amendment No. 2 constitutes (i) an Amendment to the Tender Offer
Statement on Schedule 14D-1 filed with the Commission on July 30, 1999, as
amended by Amendment No. 1 filed with the Commission on August 10, 1999 (as
amended, the "Schedule 14D-1"), by Autogrill S.p.A., an Italian corporation
("Parent"), and Autogrill Acquisition Co. (the "Purchaser"), a Delaware
corporation and a wholly-owned subsidiary of Parent, relating to the tender
offer of Purchaser to purchase all of the outstanding shares of common stock, no
par value per share (the "Common Stock"), including the associated Series A
junior preferred stock purchase rights (the "Rights"; the Common Stock and the
Rights are collectively hereafter referred to as the "Shares"), issued pursuant
to the Rights Agreement, dated as of December 22, 1995 by and between Host
Marriott Services Corporation, a Delaware corporation (the "Company") and First
Chicago Trust Company of New York, as Rights Agent, of the Company, at a
purchase price of $15.75 per Share, net to the seller in cash, without interest
thereon, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated July 30, 1999 (the "Offer to Purchase"), and in the related
Letter of Transmittal (which, together with any supplements or amendments,
collectively constitute the "Offer"); and (ii) the initial statement on Schedule
13D of the Purchaser and Parent (the "Schedule 13D," and together with the
Schedule 14D-1, the "Schedules"). The information set forth in this Schedule
14D-1 shall be deemed to be incorporated by reference into the Schedule 13D.
Unless the context otherwise requires, capitalized terms used but not defined
herein have the meanings ascribed to them in the Schedule 14D-1 and the Offer to
Purchase.
The Schedule 14D-1 is hereby supplemented and/or amended as provided
below:
ITEM 6. INTEREST IN SECURITIES OF SUBJECT COMPANY
(a)-(b) Pursuant to the Offer, which expired at Midnight, New York City
time, on Thursday, August 26, 1999, the Purchaser purchased a total of
30,484,407 Shares on August 27, 1999 (or approximately 90.7% of the
outstanding Shares).
4
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SIGNATURE
After due 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: August 27, 1999
AUTOGRILL S.P.A.
/s/ Michael S. Immordino
By:_______________________________
Name: Michael S. Immordino
Title: Attorney-In-Fact
AUTOGRILL ACQUISITION CO.
/s/ Michael S. Immordino
By:________________________________
Name: Michael S. Immordino
Title: Attorney-In-Fact
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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(a)(1)* Offer to Purchase, dated July 30, 1999.
(a)(2)* Letter of Transmittal.
(a)(3)* Notice of Guaranteed Delivery.
(a)(4)* Form of letter, dated July 30, 1999, to brokers,
dealers, commercial banks, trust companies and
other nominees.
(a)(5)* Form of letter to be used by brokers, dealers,
commercial banks, trust companies and nominees to
their clients.
(a)(6)* Guidelines for Certification of Taxpayer Identification Number on Substitute Form
W-9.
(a)(7)* Form of Summary Advertisement, dated July 30, 1999.
(a)(8)* Press release issued by the Purchaser on July 26, 1999.
(a)(9)** Press release issued by Purchaser on August 27, 1999.
(b)(1)* Medium Term Multi-Currency Agreement dated July 29, 1999, between Cariplo-Cassa di
Risparmio delle Provincie Lombarde S.p.A. (Branch 65 of Milan) and Autogrill S.p.A.
for an aggregate amount of Italian Lit. 800 billion.
(b)(2)* Medium Term Multi-Currency Agreement dated July 29, 1999, between Cariplo-Cassa di
Risparmio delle Provincie Lombarde S.p.A. (Branch 65 of Milan) and Autogrill S.p.A.
for an aggregate amount of Italian Lit. 400 billion.
(c)(1)* Agreement and Plan of Merger, dated as of July 26, 1999, by and among the Company,
the Parent and the Purchaser.
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* Previously filed
** Filed
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EXHIBIT (a)(9)
AUTOGRILL SUCCESSFULLY COMPLETES TENDER OFFER FOR
HOST MARRIOTT SERVICES CORPORATION
Milan, 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 (6:00 am this morning Italian 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,
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 2.6 million 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 than 12,000 employees and a total of 652 bars and
restaurants, Autogrill is Europe's largest provider of restaurant services for
travelers and 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
(USA), and listed on the New York Stock Exchange, was previously a subsidiary
of Marriott Corporation. With revenues totaling approximately 1.4 billion
dollars, Host Marriott Services is the leading provider of restaurant
concessions in the USA. It has locations in almost 200 travel and entertainment
venues and about 26,000 employees in seven countries around the world. The
company operates in 18 of the 20 largest airports in the USA, including JFK in
New York as well as Boston, Washington DC, Miami, San Francisco and Los
Angeles. In the Netherlands, it also runs a high-profile location in
Amsterdam's Schiphol airport. Host Marriott Services' franchises include many
internationally famous brands such as Burger King, Pizza Hut, Starbucks,
Sbarro, Tie Rack and Bath and Body Works, in airports, motorway restaurants,
shopping malls and entertainment attractions.
Autogrill contact:
Luciano Luffarelli
+39 02 4826.3224
+39 (0)335 6101003
Note: a copy of this release is available on the Intenet site WWW.AUTOGRILL.IT.
