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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9/A
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
HOST MARRIOTT SERVICES CORPORATION
(NAME OF SUBJECT COMPANY)
HOST MARRIOTT SERVICES CORPORATION
(NAME OF PERSON(S) FILING STATEMENT)
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COMMON STOCK, NO PAR VALUE
(TITLE OF CLASS OF SECURITIES)
440914-10-9
(CUSIP NUMBER OF CLASS OF SECURITIES)
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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)
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Copies to:
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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
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This Amendment No. 2 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 of common stock of the
Company, no par value (together with associated preferred stock purchase
rights, the "Shares"), 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.
The Offer expired at 12:00 Midnight, New York City time, on Thursday,
August 26, 1999. On August 27, 1999, Autogrill accepted for payment all Shares
validly tendered and not withdrawn in the Offer. At the completion of the
Offer, 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 Co., representing 90.7% of the total Shares outstanding.
A copy of a press release issued by HMS on August 27, 1999 with respect to the
expiration of the Offer and the intention of Autogrill to consumate the merger
of Autogrill Acquisition Co. with and into the Company is filed as Exhibit 12
hereto and is incorporated by reference herein.
Item 9. Material to be Filed as Exhibits.
Exhibit 12 - Press Release issued by the Company on August 27, 1999.
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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: August 27, 1999 HOST MARRIOTT SERVICES CORPORATION
By: /s/ JOE P. MARTIN
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Name: Joe P. Martin
Title: Senior Vice President,
General Counsel and
Secretary
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FOR IMMEDIATE RELEASE
BETHESDA, Md., Aug. 27 -- 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 (NYSE: HMS), 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, 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 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
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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.
CONTACT: Media: Wendy Watkins, 301-380-7903 or Investor Relations: Sharon
Whiting, 301-380-7215, both of Host Marriott Services, Luciano Lusffarelli,
011-39-02-48-26-3224
