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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. _____________)(1)
Marriott International, Inc.
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(Name of Issuer)
Class A Common Stock, par value $0.01 per share
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(Title of Class of Securities)
571903202
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(CUSIP Number)
Corporate Secretary, Marriott International, Inc.,
10400 Fernwood Road, Department 52-862, Bethesda, Maryland 20817
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 27, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See
Rule 13d-7(b) for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 7 pages)
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(1) The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
SEC 1746 (02-06-98)
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CUSIP No. 571903202 13D Page 2 of 7 Pages
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<S> <C>
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J.W. Marriott, Jr.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a [ ]
(b [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
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7 SOLE VOTING POWER
5,746,917
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 7,661,419 (includes 4,111,807 shares also beneficially owned by Richard E. Marriott)
OWNED BY ----------------------------------------------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 5,746,917
WITH ----------------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
7,661,419 (includes 4,111,807 shares also beneficially owned by Richard E. Marriott)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,408,336 (includes 4,111,807 shares also beneficially owned by Richard E. Marriott)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.5
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14 TYPE OF REPORTING PERSON*
IN
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</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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<TABLE>
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CUSIP No. 571903202 13D Page 3 of 7 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richard E. Marriott
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a [ ]
(b [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
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7 SOLE VOTING POWER
5,867,387
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 7,086,583 (includes 4,111,807 shares also beneficially owned by J.W. Marriott, Jr.)
OWNED BY ----------------------------------------------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 5,867,387
WITH ----------------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
7,086,583 (includes 4,111,807 shares also beneficially owned by J.W. Marriott, Jr.)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,953,970 (includes 4,111,807 shares also beneficially owned by J.W. Marriott, Jr.)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.1
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14 TYPE OF REPORTING PERSON*
IN
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</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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<TABLE>
<S> <C> <C>
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CUSIP No. 571903202 13D Page 4 of 7 Pages
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</TABLE>
ITEM 1. SECURITY AND ISSUER
This statement relates to the Class A Common Stock, par value $0.01 per
share ("Class A Common Stock"), of Marriott International, Inc., a Delaware
corporation (the "Issuer"). The principal executive offices of the Issuer are
located at 10400 Fernwood Road, Bethesda, Maryland 20817.
ITEM 2. IDENTITY AND BACKGROUND
This statement is being filed by J.W. Marriott, Jr. ("JWM") and Richard
E. Marriott ("REM"). (JWM and REM are referred to hereinafter collectively as
the "Reporting Persons.") The Reporting Persons are the sons of the late J.W.
Marriott, Sr., the founder of Marriott Corporation (now known as Host Marriott
Corporation). JWM's principal occupation is serving as the Chairman of the Board
and Chief Executive Officer of the Issuer. The principal occupation of REM is
serving as the Chairman of the Board of Host Marriott Corporation.
The business address of each of the Reporting Persons is 10400 Fernwood
Road, Bethesda, Maryland 20817.
Each of the Reporting Persons is a citizen of the United States.
Neither of the Reporting Persons has, during the last five years, been (i)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and, as a result of such
proceeding, was or is subject to a judgment, decree or final order enjoining
future violations of or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Issuer is a newly formed corporation, which is comprised of a
portion of the business of the company previously known as Marriott
International, Inc. ("Old Marriott"). On October 1, 1997, Old Marriott announced
that it had entered into a definitive agreement with Sodexho Alliance, S.A.
("Sodexho"), a worldwide food and management services organization headquartered
in France, to combine Old Marriott's food service and facilities management
business with the North American operations of Sodexho (the "Merger"). In order
to effectuate the Merger, Old Marriott created a new corporation, the Issuer,
containing its lodging, senior living services and distribution services
businesses. Shares of Common Stock and Class A Common Stock of the Issuer were
then spun-off from Old Marriott in a distribution to its shareholders (the
"Distribution"). The Merger and the Distribution received shareholder approval
at a special meeting of the shareholders of Old Marriott held on March 17,
1998 and March 20, 1998. The Merger became effective and the Distribution took
place on March 27, 1998. The Reporting Persons were shareholders of Old
Marriott and received their holdings of the Issuer's securities as a result of
the Distribution. Shareholders of Old Marriott received, in exchange for one
share of Old Marriott, one share of Common Stock and one share of Class A
Common Stock of the Issuer. The holder of each share of Common Stock is
entitled to one vote and each share of Class A Common Stock is entitled to
ten votes. In addition, options for Old Marriott were converted into options
for both Common Stock and Class A Common Stock of the Issuer with the number of
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CUSIP No. 571903202 13D Page 5 of 7 Pages
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shares issuable upon exercise and the exercise price of the options being
adjusted such that the financial value of the options remained the same
immediately before and after the Merger and Distribution.
The Reporting Persons received substantially all of their shares of Old
Marriott on October 8, 1993, when Old Marriott's former parent company, Marriott
Corporation, distributed to holders of its outstanding common stock, on a
share-for-share basis, all of the outstanding shares of common stock of Old
Marriott at which time Old Marriott became a separate, publicly-held company.
ITEM 4. PURPOSE OF TRANSACTION
As described in Item 3 above, all of the Class A Common Stock
beneficially owned by the Reporting Persons was issued in connection with the
Distribution. In addition, as described in Item 5 below, a substantial number
of the shares of Class A Common Stock reported herein are held by the Reporting
Persons (or their wives) as trustees of various trusts established for the
benefit of various members of the Reporting Persons' families.
In both their individual and representative capacities, the Reporting
Persons have acquired the Class A Common Stock reported in this Schedule 13D for
investment. Consistent with that purpose, the Reporting Persons have no current
plan or proposal to acquire or dispose of any securities of the Issuer. The
Reporting Persons may, however, from time to time, depending upon market
conditions and other factors deemed relevant, invest in additional shares of
Class A Common Stock or engage in a sale or other disposition of all or a
portion of the shares of Class A Common Stock beneficially owned by them.
J.W. Marriott, Jr. currently holds a senior management position and
Richard E. Marriott is a director of the Issuer and thus they are "affiliates"
of the Issuer as defined in the Securities Act of 1933. The Reporting Persons
have no current plans or proposals (other than to the extent of their
participation in deliberations of the Board of Directors of the Issuer) that
relate to or would result in an extraordinary corporate transaction involving
the Issuer or any of its subsidiaries, a sale or transfer of any of the
Issuer's assets, a change in the present Board of Directors or management of
the Issuer, a change in the present capitalization or dividend policy of the
Issuer, a change in the Issuer's business or corporate structure, a change in
the Issuer's certificate of incorporation or bylaws, or the delisting or
deregistration of any of the Issuer's securities.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The Reporting Persons beneficially own, in the aggregate, 22,250,499
shares of Common Stock of the Issuer (including 946,645 shares subject to
options exercisable within 60 days of March 27, 1998), which represents
approximately 17.4 % of the number of shares of Class A Common Stock outstanding
as of March 27, 1998.
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CUSIP No. 571903202 13D Page 6 of 7 Pages
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The following table sets forth the nature of the Reporting Persons'
beneficial ownership of the shares of Class A Common Stock reported herein as
beneficially owned by the Reporting Persons:
<TABLE>
<CAPTION>
SOLE POWER TO SHARED POWER TO
REPORTING PERSON VOTE AND DISPOSE VOTE AND DISPOSE TOTAL
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<S> <C> <C> <C>
J. W. Marriott, Jr. 5,746,917(1) 7,661,419(2) 13,408,336
Richard E. Marriott 5,867,387(3) 7,086,583(4) 12,953,970
</TABLE>
The shares of Class A Common Stock reported herein as beneficially
owned by the Reporting Persons do not include (i) 157,774 shares held by the
Reporting Persons' adult children as trustees of 26 trusts established for the
benefit of the Reporting Persons' grandchildren, (ii) 1,910,354 shares owned
directly or indirectly by certain other members of the Marriott family, or (iii)
1,667,385 shares held by a charitable annuity trust of which the Reporting
Persons' mother is trustee and of which the Reporting Persons are remaindermen.
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(1) Includes (i) 4,459,159 shares owned directly by JWM, (ii) 885,328
shares subject to options exercisable within 60 days of March 27, 1998,
and (iii) 402,430 shares held as trustee of two trusts for the benefit
of REM.
(2) Includes (i) 1,575,020 shares held by the Reporting Persons as
co-trustees of 16 trusts for the benefit of the Reporting Persons'
children, (ii) 2,536,787 shares owned by The J. Willard Marriott
Foundation, a charitable foundation of which the Reporting Persons and
their mother serve as co-trustees, (iii) 68,426 shares owned by JWM's
wife, (iv) 670,267 shares owned by four trusts for the benefit of JWM's
children, of which JWM's wife serves as a co-trustee, (v) 23,329 shares
owned by six trusts for the benefit of JWM's grandchildren, of which
JWM's wife serves as a co-trustee, (vi) 80,000 shares owned by JWM
Associates Limited Partners, whose general partner is a corporation of
which JWM is the controlling shareholder, and (vii) 2,707,590 shares
owned by JWM Family Enterprises Limited Partnership, whose general
partner is a corporation of which JWM is the controlling shareholder.
(3) Includes (i) 5,506,381 shares owned directly by REM, (ii) 61,317 shares
subject to options exercisable within 60 days of March 27, 1998, and
(iii) 299,689 shares held as trustee of two trusts established for the
benefit of JWM.
(4) Includes (i) 1,575,020 shares held by the Reporting Persons as
co-trustees of 16 trusts for the benefit of the Reporting Persons'
children, (ii) 2,536,787 shares owned by The J. Willard Marriott
Foundation, a charitable foundation of which the Reporting Persons and
their mother serve as co-trustees, (iii) 68,219 shares owned by REM's
wife, (iv) 603,828 shares owned by four trusts for the benefit of REM's
children, of which REM's wife serves as a co-trustee, and (v) 2,302,729
shares owned by First Media Limited Partners, whose general partner is
a corporation of which REM is the controlling shareholder.
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CUSIP No. 571903202 13D Page 7 of 7 Pages
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During the 60 days preceding March 27, 1998, the Reporting Persons
engaged in the following transactions in Common Stock of Old Marriott:
<TABLE>
<CAPTION>
NATURE OF
REPORTING PERSON DATE TRANSACTION NO. OF SHARES
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<S> <C> <C> <C>
J.W. Marriott, Jr. 1/29/98 option exercise/sale 20,000
J.W. Marriott, Jr. 2/2/98 option exercise/sale 50,000
J.W. Marriott, Jr. 3/2/98 option exercise 15,000
J.W. Marriott, Jr. 3/3/98 option exercise 25,000
J.W. Marriott, Jr. 3/3/98 option exercise 15,000
J.W. Marriott, Jr. 3/10/98 sale 80,000
J.W. Marriott, Jr. 3/18/98 charitable gift 2,450
</TABLE>
Except as set forth herein, no person other than the respective
Reporting Person has the right to receive or the power to direct the receipt of
dividends from or the proceeds from the sale of the Class A Common Stock
beneficially owned by such Reporting Person.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
With the exception of agreements resulting in the beneficial ownership
described above, the Reporting Persons have not entered into any contracts,
arrangements, understandings or relationships (legal or otherwise) among
themselves or with any other person with respect to any securities of the
Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A - Joint Filing Agreement pursuant to Rule 13d-1(k)(1)(iii)
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
/s/ J.W. MARRIOTT, JR.
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J.W. Marriott, Jr.
/s/ RICHARD E. MARRIOTT
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Richard E. Marriott
Dated: April 9, 1998
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Exhibit A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of
1934, as amended, the undersigned agree to the joint filing on behalf of each
of them of a Statement on Schedule 13D or Schedule 13G, as appropriate
(including amendments thereto) with respect to the Class A common stock of
Marriott International, Inc. and further agree that this agreement be included
as an exhibit to such filing. Each party to this agreement expressly
authorizes each other party to file on its behalf any and all amendments to
such Statement.
In evidence whereof, the undersigned have caused this Agreement to be
executed on their behalf this 9th day of April, 1998.
/s/ J.W. MARRIOTT, JR.
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J.W. Marriott, Jr.
/s/ RICHARD E. MARRIOTT
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Richard E. Marriott
2
