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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. 3 to
SCHEDULE 14D-1*
TENDER OFFER STATEMENT PURSUANT TO SECTION
14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
Amendment No. 1 to
SCHEDULE 13D**
UNDER 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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* Constituting the final amendment to Schedule 14D-1.
** This Amendment No. 3 to Schedule 14D-1 also constitutes Amendment No. 1 to
the Statement on Schedule 13D of Marriott International, Inc. and MI
Subsidiary I, Inc. with respect to the shares of common stock, par value
$0.01 per share, of ExecuStay Corporation beneficially owned by Marriott
International, Inc. and MI Subsidiary I, Inc.
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<TABLE>
<CAPTION>
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CUSIP No. 30150K 10 0 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
Marriott International, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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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
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES 3,603,504
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 3,765,455
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 3,603,504
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PERSON 10 SHARED DISPOSITIVE POWER
WITH 3,765,455
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,368,959
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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)
89.47%
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14 TYPE OF REPORTING PERSON\\*\\
CO
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</TABLE>
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<TABLE>
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CUSIP No. 30150K 10 0 Page 3 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
MI Subsidiary I, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC, OO
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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
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES 3,603,504
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 3,765,455
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 3,603,504
--------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 3,765,455
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,368,959
- ----------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
- ----------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
89.47%
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14 TYPE OF REPORTING PERSON\\*\\
CO
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</TABLE>
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INTRODUCTION
This Amendment No. 3 amends and supplements the Tender Offer Statement on
Schedule 14D-1 filed with the Securities and Exchange Commission (the
"Commission") on January 12, 1999, as amended and supplemented by Amendment
No. 1, filed on January 14, 1999, and Amendment No. 2, filed on February 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 (the "Offer to
Purchase"), and the related Letter of Transmittal. This Amendment No. 3 also
constitutes Amendment No. 1 to the Statement on Schedule 13D, filed with the
Commission on January 15, 1999, with respect to the Shares beneficially owned by
Marriott and Purchaser (the "Schedule 13D"). Capitalized terms not defined in
this Amendment No. 3 have the meanings given them in the Offer to Purchase.
Item 6. Interest in Securities of the Subject Company
Item 6 of the Schedule 14D-1 and Item 5 of the Schedule 13D are hereby amended
to add the following information:
Immediately following the expiration of the Offer, as extended, at
11:59 p.m., New York City time, Wednesday, February 17, 1999 (the
"Expiration Date"), based on information provided by the depositary agent,
Purchaser accepted for payment a total of 3,603,504 Shares, representing
approximately 43.75% of the Shares outstanding as of the date of this
Amendment No. 3. In addition, pursuant to certain Stockholder Agreements
the Option Grantors granted to Purchaser (1) options, exercisable in
limited circumstances, to purchase 3,765,455 Shares owned by the Option
Grantors, representing approximately 45.7% of the Shares outstanding as of
the date of this Amendment No. 3, and (2) certain irrevocable proxies
permitting Purchaser to vote the Option Grantors' Shares. The options and
the proxies will become effective at the time Shares are purchased pursuant
to the Offer. Accordingly, at the consummation of the purchase of the
Shares pursuant to the Offer, Purchaser may be deemed to have beneficial
ownership of 7,368,959 Shares or 89.47% of the Shares outstanding as of the
date of this Amendment No. 3.
Item 10. Additional Information
Item 10(f) of the Schedule 14D-1 is hereby amended to add the following
information:
The Offer was originally scheduled to expire at Midnight, New York
City time, on Thursday, February 11, 1999, and was extended. As so
extended, the Offer expired at 11:59 p.m., New York City time, on
Wednesday, February 16, 1999.
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)(12) Press Release, dated February 18, 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 18, 1999 MI SUBSIDIARY I, INC.
By /s/ G. Cope Stewart, III
------------------------------------
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 18, 1999 MARRIOTT INTERNATIONAL, INC.
By /s/ G. Cope Stewart, III
------------------------------------
Name: G. Cope Stewart, III
Title: Executive Vice President and
Associate General Counsel
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EXHIBIT INDEX
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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
*(a)(11) Press Release, dated February 12, 1999, issued by Marriott
(a)(12) Press Release, dated February 18, 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)(12)
WASHINGTON, D.C., February 18, 1999 - Marriott International, Inc. (MAR/NYSE)
said today that it has successfully completed its tender offer to purchase all
outstanding public shares of common stock of ExecuStay Corporation (EXEC/NASDAQ)
for $14.00 per share. ExecuStay Corporation is the second largest provider of
leased corporate apartments in the United States.
As of the expiration of the offer, 3,603,504 shares of ExecuStay stock had been
validity tendered and not withdrawn in the offer (including those shares
tendered pursuant to guaranteed delivery procedures), all of which will be
accepted by Marriott. Marriott expects to pay for the shares tomorrow, Friday,
February 19, 1999.
In addition, 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. In the merger, the
ExecuStay non-voting preferred stock will be exchanged for shares of Marriott
International, Inc. common stock. After giving effect to this planned
transaction, the 3,603,504 shares of ExecuStay common stock tendered will
represent approximately 98.2% of the outstanding shares of ExecuStay common
stock. As a result of the tender offer, ExecuStay Corporation will merge into a
subsidiary of Marriott International using the short-form procedures of the
Maryland General Corporate Law.
Marriott expects to complete the merger by the end of March.
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,
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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