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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. 1)
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)
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)
CALCULATION OF FILING FEE
Transaction Value *: $528,722,019 Amount of Filing Fee: $105,745
* 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.
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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AMENDMENT NO. 1 TO SCHEDULE 14D
This Amendment No. 1 amends the Tender Offer Statement on Schedule
14D-1 originally filed with the Commission on July 30, 1999 (as amended, the
"Schedule 14D-1") by Autogrill Acquisition Co. (the "Purchaser") and Autogrill
S.p.A., relating to the Purchaser's offer to purchase all of the outstanding
shares of common stock together with the associated preferred stock purchase
rights of Host Marriott Services Corporation.
SCHEDULE 14D-1
ITEM 10. ADDITIONAL INFORMATION
Item 10(f) of the Schedule 14D-1 is amended by adding the following
information:
(f) On August 9, 1999, the Purchaser received notification that early
termination of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, had been granted. The Offer is scheduled
to expire on August 26, 1999, unless extended, and is still conditioned upon
two-thirds of the outstanding shares of the Company being tendered and other
customary conditions.
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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 10, 1999
AUTOGRILL S.P.A.
By: /s/ Michael S. Immordino
--------------------------
Name: Michael S. Immordino
Title: Attorney-In-Fact
AUTOGRILL ACQUISITION CO.
By: /s/ Michael S. Immordino
--------------------------
Name: Michael S. Immordino
Title: Attorney-In-Fact
