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File No. 005-53333
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 1 to
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION
14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
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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 statement amends and supplements the Tender Offer Statement on
Schedule 14D-1 filed with the Securities and Exchange Commission on January 12,
1999 (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 (the "Common Stock" or the "Shares"), 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, and the
related Letter of Transmittal.
Item 11. Material to be Filed as Exhibits
Item 11 of the Schedule 14D-1 is hereby amended and supplemented by
adding the following exhibits:
(a)(9) Press Release, dated January 6, 1999, issued by Marriott
(a)(10) Press Release, dated January 13, 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: January 14, 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: January 14, 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
Exhibit
Number Exhibit
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* (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
(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)(9)
Wednesday January 6, 9:34 am Eastern Time
Company Press Release
SOURCE: Marriott International, Inc.
MARRIOTT INTERNATIONAL TO ENTER CORPORATE APARTMENT INDUSTRY; AGREES TO ACQUIRE
EXECUSTAY FOR $128 MILLION, SECOND LARGEST CORPORATE APARTMENT PROVIDER IN U.S.
WASHINGTON, Jan. 6 /PRNewswire/ -- Marriott International, Inc. (NYSE: MAR
- - news), a leading worldwide hospitality company based in Washington, D.C., has
definitively agreed to acquire ExecuStay Corporation (Nasdaq: EXEC - news), the
second largest provider of leased corporate apartments in the country. Upon
closing of the transaction, Marriott will launch the acquired company as
"ExecuStay by Marriott."
The total acquisition cost is approximately $128 million, including cash,
stock and assumed debt (approximately $13.5 million, net of existing assets).
Under terms of the agreement, the public shareholders of ExecuStay will receive
$14 per share in cash, and, in addition, the founders of ExecuStay will receive
approximately $13 for each share of ExecuStay stock they own, which will be paid
by issuing common stock of Marriott International. Marriott International
expects to commence a tender offer for all outstanding shares of ExecuStay
within the next five business days. The parties expect to complete the
transaction in March 1999. Marriott International plans to repurchase shares of
its common stock, in open market transactions, in an amount at least equal to
the number of shares to be issued in this transaction. Marriott International
expects the acquisition to be neutral to earnings per share in 1999, and
accretive thereafter.
Marriott International's entry into the estimated $3 billion interim
housing industry will include the creation of a corporate apartment business,
initially consisting of ExecuStay by Marriott and HomeSolutions by Marriott, the
company's home and apartment cleaning and maintenance services business.
ExecuStay, headquartered in the Washington, D.C. area, provides
approximately 6,000 high quality, furnished apartments in 44 states and the
District of Columbia, under contracts with corporate clients and professionals.
The company owns no residential real estate, and provides corporate apartments
through short-term lease arrangements between ExecuStay and a network of
unaffiliated property owners and managers. Originally founded in 1986, ExecuStay
generates approximately $150 million in annual revenues and has over 450
employees.
Joseph Ryan, Marriott International executive vice president who will have
overall responsibility for ExecuStay by Marriott, said, "We anticipate
tremendous growth opportunities in the corporate apartment housing sector. This
transaction enables us to enter a large and growing but fragmented industry
composed mainly of unbranded and regional firms with the top four accounting for
just 20 percent of the market. Our acquisition of ExecuStay complements
Marriott's strategy to operate hospitality products owned by others across a
broad array of businesses."
Gary Abrahams, ExecuStay president, said, "We believe that ExecuStay's new
association with Marriott International and its global distribution systems will
greatly expand ExecuStay's growth potential over the next several years in this
large and dynamic corporate apartment market."
According to Ryan, the corporate apartment industry is in the early stages
of consolidation, and that ExecuStay, as a national service provider, enjoys an
advantage over the roughly 400 local or regional companies currently operating
in the U.S. who cannot service corporate customers nationwide.
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Ryan noted that Marriott International sees additional opportunities to
create value following completion of the acquisition by leveraging Marriott's
systems, business development, and procurement programs. Ryan said that
ExecuStay's founding leadership will continue to manage the day-to-day business
with a select team of Marriott International executives.
About ExecuStay
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ExecuStay Corporation was organized in June 1997. The company's original
subsidiary was founded in 1986. The company, which now holds approximately a
five percent share of the market, began offering fully furnished, high-quality
apartment services in 1988. Interim housing refers to stays of at least a month,
generally for corporate clients meeting seasonal, temporary, or startup needs,
or to accommodate employees who have been relocated or are on temporary
assignment.
Average rental periods for ExecuStay are about three months at an average
rate of approximately $2,200 per month. All expenses relating to each residence,
including rent, telephone service, utilities, cable television, housekeeping and
trash removal are paid by ExecuStay and charged to the customer on a single
monthly invoice. ExecuStay can locate and furnish a residence with 24 hours
notice.
ExecuStay's customers include Fortune 500 companies, federal and state
governmental agencies, small businesses and individuals. The number of
apartments operated by ExecuStay has grown from approximately 190 in 1994 to a
seasonal peak of about 6,000. The company operates 32 offices, including
Atlanta; Austin, Tex.; Boston; Charlotte; Chicago; Dallas; Denver; Fort
Lauderdale, Fla.; Hartford, Conn.; Houston; Indianapolis; Los Angeles;
Minneapolis; New York City; Orlando; Philadelphia; Phoenix; Pittsburgh;
Portland, Ore.; Raleigh, N.C.; Richmond, Va.; Sacramento, Calif.; San Francisco;
Salt Lake City; Seattle; Stamford, Conn.; Tampa; and Washington, D.C.
MARRIOTT INTERNATIONAL, INC. is a leading worldwide hospitality company,
with over 1,700 operating units in the United States and 53 other countries and
territories. Major businesses include hotels operated and franchised under the
Marriott, Ritz-Carlton, Courtyard, Residence Inn, Fairfield, TownePlace Suites,
SpringHill Suites, Renaissance, and Ramada International brands; vacation
ownership (timeshare) resorts; senior living communities and services; and food
service distribution. The company is headquartered in Washington, D.C. and has
approximately 131,000 employees. In fiscal year 1997, Marriott International
reported total sales of $9.0 billion.
Note: This press release contains "forward-looking statements" within the
meaning of federal securities law. These forward-looking statements include,
among others, statements concerning the company's outlook for 1999 and beyond;
the interim housing market, the lodging industry; business strategies and their
anticipated results; and similar statements concerning anticipated future events
and expectations that are not historical facts. The forward- looking statements
in this press release are subject to numerous risks and uncertainties which
could cause actual results to differ materially from those expressed in or
implied by those statements.
SOURCE: Marriott International, Inc.
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Exhibit (a)(10)
Wednesday January 13, 4:23 pm Eastern Time
Company Press Release
SOURCE: Marriott International, Inc.
MARRIOTT INTERNATIONAL TENDER OFFER FOR EXECUSTAY
WASHINGTON, Jan. 13 /PRNewswire/ -- Marriott International, Inc. (NYSE: MAR
- - news) confirmed that yesterday (January 12, 1999) it commenced its tender
offer to purchase all outstanding public shares of common stock of ExecuStay
Corporation (Nasdaq: EXEC - news) for $14.00 per share. Correcting a prior
release, Marriott stated that, as provided in the published notice of the offer,
the offer and withdrawal rights will expire at midnight Eastern Standard Time,
on Thursday, February 11, 1999, unless extended by Marriott, and that the offer
is conditioned upon a minimum of two million shares of ExecuStay common stock
being tendered.
MacKenzie Partners, Inc. is the Information Agent, and First Chicago Trust
Company of New York is the Issuing and Paying Agent.
The tender offer is being made solely by the Offer to Purchase, dated
January 12, 1999, and the related Letter of Transmittal and will not be made in
any jurisdiction in which the making of the offer would not be in compliance
with applicable laws.
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.
MARRIOTT INTERNATIONAL, INC. is a leading worldwide hospitality company,
with over 1,700 operating units in the United States and 53 other countries and
territories. Major businesses include hotels operated and franchised under the
Marriott, Ritz-Carlton, Courtyard, Residence Inn, Fairfield Inn, TownePlace
Suites, SpringHill Suites, Renaissance and Ramada International brands; vacation
ownership (timeshare) resorts; senior living communities and services; and food
service distribution. The company is headquartered in Washington, D.C. and has
approximately 131,000 employees. In fiscal year 1997, Marriott International
reported total sales of $9.0 billion.
SOURCE: Marriott International, Inc.
