<PAGE> 1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE 14D-9/A
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
HOST MARRIOTT SERVICES CORPORATION
(NAME OF SUBJECT COMPANY)
HOST MARRIOTT SERVICES CORPORATION
(NAME OF PERSON(S) FILING STATEMENT)
------------------------
COMMON STOCK, NO PAR VALUE
(TITLE OF CLASS OF SECURITIES)
440914-10-9
(CUSIP NUMBER OF CLASS OF SECURITIES)
------------------------
JOE P. MARTIN
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
HOST MARRIOTT SERVICES CORPORATION
6600 ROCKLEDGE DRIVE
BETHESDA, MARYLAND 20817
(301) 380-7000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICE AND COMMUNICATIONS ON BEHALF OF
THE PERSON(S) FILING STATEMENT)
------------------------
Copies to:
<TABLE>
<S> <C>
BRUCE E. ROSENBLUM, ESQ. SCOTT C. HERLIHY, ESQ.
LATHAM & WATKINS LATHAM & WATKINS
1001 PENNSYLVANIA AVENUE, N.W., SUITE 1300 1001 PENNSYLVANIA AVENUE, N.W., SUITE 1300
WASHINGTON, D.C. 20004-2505 WASHINGTON, D.C. 20004-2505
(202) 637-2200 (202) 637-2200
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
This Amendment No. 3 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 filed with the Securities and Exchange Commission
(the "Commission") on July 30, 1999 (as subsequently amended, the "Schedule
14D-9") by Host Marriott Services Corporation, a Delaware corporation (the
"Company"), relating to the cash tender offer by Autogrill Acquisition Co., a
Delaware corporation and a wholly-owned subsidiary of Autogrill Overseas S.A., a
Luxembourg Company and a wholly-owned subsidiary of Autogrill S.p.A., an Italian
company (together, "Autogrill"), to purchase all outstanding shares (the
"Shares") of common stock of HMS, no par value, at a price of $15.75 per share,
net to the seller in cash, upon the terms and subject to the conditions set
forth in the Offer to Purchase and the related Letter of Transmittal (which
together constitute the "Offer"). The Offer is disclosed in a Tender Offer
Statement on Schedule 14D-1, dated July 30, 1999 (as subsequently amended, the
"Schedule 14D-1"), as filed by the Purchaser with the Commission. Unless
otherwise indicated, capitalized terms used but not defined shall have the
meanings ascribed to them in the Schedule 14D-9.
Item 8. Additional Information to be Furnished.
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) and an
additional total of 210,967 Shares on September 1, 1999 (or approximately an
additional 0.6% of the outstanding Shares).
In accordance with the terms of the Merger Agreement, after the Purchaser
purchased the total of 30,695,374 Shares, the Purchaser merged with and into the
Company on September 1, 1999, pursuant to the "short-form" merger procedure
permitted under Delaware law. Upon consummation of the merger, the Company, as
the Surviving Corporation in the Merger, became a wholly-owned subsidiary of
Autogrill Overseas S.A., a wholly-owned subsidiary of Autogrill S.p.A., and the
separate corporate existence of Autogrill Acquisition Co. ceased.
<PAGE> 3
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: September 1, 1999 HOST MARRIOTT SERVICES CORPORATION
By: /s/ JOE P. MARTIN
-----------------------------------
Name: Joe P. Martin
Title: Senior Vice President,
General Counsel and
Secretary
