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File No. 005-53333
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
Amendment No. 2 to
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION
14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
________________
EXECUSTAY CORPORATION
(Name of Subject Company)
MARRIOTT INTERNATIONAL, INC.
MI SUBSIDIARY I, INC.
(Bidders)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
30150K 10 0
(CUSIP Number of Class of Securities)
G. Cope Stewart, III, Esq.
Senior Vice President and Associate General Counsel
Marriott International, Inc.
10400 Fernwood Road
Bethesda, Maryland 20857
(301) 380-8399
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Bidder)
Copies To:
John F. Olson, Esq.
Gibson, Dunn & Crutcher LLP
1050 Connecticut Avenue, N.W.
Washington, D.C. 20036
(202) 955-8522
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INTRODUCTION
This Amendment No. 2 amends and supplements the Tender Offer Statement on
Schedule 14D-1 filed with the Securities and Exchange Commission on January 12,
1999, as amended and supplemented by Amendment No. 1 (the "Schedule 14D-1"), by
Marriott International, Inc., a Delaware corporation ("Marriott"), and MI
Subsidiary I, Inc., a Delaware corporation ("Purchaser") and a wholly owned,
direct subsidiary of Marriott, in connection with the offer to purchase all the
outstanding shares of common stock, par value $0.01 per share, of ExecuStay
Corporation, a Maryland corporation (the "Company"), at a price of $14.00 per
Share, net to the tendering stockholder in cash, upon the terms and subject to
the conditions set forth in the Offer to Purchase, dated as of January 12, 1999
(the "Offer to Purchase"), and the related Letter of Transmittal (which together
constitute the "Offer").
Item 10. Additional Information
Item 10(f) of the Schedule 14D-1 is hereby amended and supplemented by the
addition of the following information:
A copy of the press release announcing that the Offer has been
extended and that the Offer will now expire at 11:59 p.m., New York City
time, on Wednesday, February 17, 1999 is filed as Exhibit (a)(11) to the
Schedule 14D-1 and is incorporated herein by reference.
Item 11. Material to be Filed as Exhibits
Item 11 of the Schedule 14D-1 is hereby amended and supplemented by adding the
following exhibit:
(a)(11) Press Release, dated February 12, 1999, issued by Marriott.
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SIGNATURE
After due inquiry and to the best of his knowledge and belief, the undersigned
certifies that the information set forth in this statement is true, complete and
correct.
Dated: February 12, 1999
MI SUBSIDIARY I, INC.
By /s/ G. Cope Stewart, III
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Name: G. Cope Stewart, III
Title: Vice President
SIGNATURE
After due inquiry and to the best of his knowledge and belief, the undersigned
certifies that the information set forth in this statement is true, complete and
correct.
Dated: February 12, 1999
MARRIOTT INTERNATIONAL, INC.
By /s/ G. Cope Stewart, III
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Name: G. Cope Stewart, III
Title: Executive Vice President and
Associate General Counsel
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
- ------- -------
<S> <C>
* (a)(1) Offer to Purchase, dated January 12, 1999
* (a)(2) Letter of Transmittal
* (a)(3) Notice of Guaranteed Delivery
* (a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
* (a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
* (a)(6) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9
* (a)(7) Form of Summary Advertisement, dated January 12, 1999
* (a)(8) Press Releases, dated January 6, 1999 and January 11, 1999 issued by Marriott
* (a)(9) Press Release, dated January 6, 1999, issued by Marriott
* (a)(10) Press Release, dated January 13, 1999, issued by Marriott
(a)(11) Press Release, dated February 12, 1999, issued by Marriott
(b) None
* (c)(1) Merger Agreement, dated as of January 6, 1999, among the Company, Purchaser and Marriott
* (c)(2) Stockholder Agreement, dated January 6, 1999, among Purchaser, Marriott and certain executive
officers of the Company
* (c)(3) Stockholder Agreement, dated January 6, 1999, among Purchaser, Marriott and B. Andersen
* (c)(4) Stockholder Agreement, dated January 6, 1999, among Purchaser, Marriott and K. Regan
* (c)(5) Stockholder Agreement, dated January 6, 1999, among Purchaser, Marriott and certain stockholders of
the Company
* (c)(6) Forms of Employment Agreement (included in exhibits (c)(2) and (c)(3))
(d) None
(e) Not Applicable
(f) None
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* Previously filed.
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Exhibit (a)(11)
MARRIOTT INTERNATIONAL, INC. EXTENDS OFFER
FOR EXECUSTAY CORPORATION
Washington, D.C., February 12, 1999 -- Marriott International, Inc.
(NYSE:MAR) announced today that it has exceeded the minimum condition set in its
$14.00 cash tender offer to acquire all outstanding public shares of common
stock of ExecuStay Corporation (NASDAQ:EXEC) but was extending the expiration
date of the tender offer to 11:59 p.m., New York City time, on Wednesday,
February 17, 1999. The offer had previously been scheduled to expire at midnight
on Thursday, February 11, 1999.
As of midnight, New York City time, on February 11, 1999, 3,181,220 shares of
ExecuStay stock had been validly tendered and not withdrawn in the offer
(including those shares tendered pursuant to guaranteed delivery procedures). In
addtion, prior to the commencement of the tender offer, Marriott entered into
agreements with certain stockholders of ExecuStay Corporation who have agreed
not to participate in the tender offer and to exchange an aggregate of 4,565,890
shares of ExecuStay common stock for shares of ExecuStay non-voting preferred
stock after the close of the tender offer. After giving effect to this planned
transaction, the 3,181,220 shares of ExecuStay common stock tendered will
represent approximately 86.7% of the outstanding shares of ExecuStay common
stock. The shares to be exchanged together with the shares tendered to date
constitute 94.1% of all outstanding shares of ExecuStay stock.
Marriott International also announced today that it has satisfied the Hart-
Scott-Rodino Antitrust Improvement Act condition regarding the tender offer.
MacKenzie Partners, Inc. is the Information Agent and First Chicago Trust
Company of New York is the Issuing and Paying Agent. Questions concerning the
offer and requests for copies of the Offer to Purchase and related materials
should be directed to MacKenzie Partners at 212-929-5500 or 800-322-2885.
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MARRIOTT INTERNATIONAL, INC. is a leading worldwide hospitality company with
over 1,800 operating units in the United States and 52 other countries and
territories. Marriott's lodging business includes hotels and vacation ownership
(timeshare) resorts operated and franchised under the Marriott, Ritz-Carlton,
Renaissance, Residence Inn, Courtyard, TownePlace Suites, Fairfield Inn,
SpringHill Suites, Ramada International and Marriott Vacation Club International
brands. Other businesses include senior living communities and services, and
food service distribution. The company is headquartered in Washington, D.C. and
has approximately 133,000 employees. In fiscal year 1998, Marriott International
reported total sales of $8.0 billion.
Contact: Tom Marder, Corporate Relations, 301-380-2553
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