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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. 3)
(FINAL AMENDMENT)
AND
SCHEDULE 13D/A
(AMENDMENT NO. 1)
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
Transaction Value *: $529,572,125 Amount of Filing Fee: $105,945
* For purposes of calculating the fee only. This amount assumes the purchase
of 33,623,627 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 August 26, 1999 is 33,623,627. 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
(Continued on following pages)
(Page 1 of 6 pages)
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6------------------------- -------------------------
CUSIP No. 440914 10 9 14D-1/A AND 13D/A 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
=========== ====================================================================
7. Aggregate Amount Beneficially Owned by Each Reporting Person
30,695,374
=========== ====================================================================
8. Check if the Aggregate Amount in Row 7 Excludes Certain Shares
[ ]
=========== ====================================================================
9. Percent of Class Represented by Amount in Row 7
91.3%
=========== ====================================================================
10. Type of Reporting Person
CO
=========== ====================================================================
2
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- --------------------------------- -------------------------
CUSIP No. 440914 10 9 14D-1/A AND 13D/A 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
=========== ====================================================================
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
30,695,374
=========== ====================================================================
8. Check if the Aggregate Amount in Row 7 Excludes Certain Shares
[ ]
=========== ====================================================================
9. Percent of Class Represented by Amount in Row 7
91.3%
=========== ====================================================================
10. Type of Reporting Person
CO
=========== ====================================================================
3
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AMENDMENT NO. 3 TO SCHEDULE 14D-1/AMENDMENT NO. 1 TO SCHEDULE 13D
This Amendment No. 3 constitutes (i) the final 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 and
Amendment No. 2 filed with the Commission on August 27, 1999 (collectively, 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) an amendment to the initial
statement on Schedule 13D filed with the Commission on August 27, 1999 by the
Purchaser and Parent (as amended, 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) 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.
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: September 1, 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
5
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
(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.
* Previously filed
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