<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Under Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 27, 1998
MARRIOTT INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 52-2055918
(State of incorporation) (IRS Employer Identification No.)
1-13881
(Commission File No.)
10400 Fernwood Road, Bethesda, Maryland 20817
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (301) 380-3000
NEW MARRIOTT MI, INC.
(Former name or former address, if changed since last report)
<PAGE>
ITEM 5. OTHER EVENTS
On March 27, 1998, Marriott International, Inc. ("Old Marriott"), then the
sole stockholder of the Registrant, completed the previously announced
distribution of all of the outstanding shares of common stock, par value $0.01
per share, of the Registrant (the "MAR Common Stock") and all of the outstanding
shares of Class A common stock, par value $0.01 per share, of the Registrant
(the "MAR-A Common Stock" and, together with the MAR Common Stock, the "New
Marriott Common Stock"), including the preferred share purchase rights
associated with such New Marriott Common Stock, to the holders of shares of
common stock, par value $0.01 per share of Old Marriott (the "Distribution").
At the same time, Old Marriott changed its name to Sodexho Marriott Services,
Inc., and the Registrant changed its name to Marriott International, Inc.
In the Distribution, Old Marriott stockholders received one share of MAR
Common Stock and one share of MAR-A Common Stock for each share of Old Marriott
common stock held of record as of the close of business on March 27, 1998.
Ownership of the New Marriott Common Stock was registered in book-entry form,
and each Old Marriott stockholder will receive a book-entry account statement
indicating the number of shares of MAR Common Stock and MAR-A Common Stock that
has been credited to such stockholder's account. Immediately following the
Distribution, shares of Old Marriott common stock underwent a one-for-four
reverse stock split.
In connection with the Distribution, New Marriott Common Stock was
registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as
amended. MAR Common Stock and MAR-A Common Stock began regular way trading on
the New York, Chicago, Pacific and Philadelphia Stock Exchanges on March 30,
1998 under the trading symbols "MAR" and "MAR.A". At the same time, Old
Marriott common stock began trading on the same exchanges under the trading
symbol "SDH."
The attached press release, which is incorporated herein by reference,
provides additional information regarding the Distribution and related
transactions.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
Exhibit 99 Press Release dated March 27, 1998.
<PAGE>
SIGNATURES
Under the requirements of the Securities Exchange of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
MARRIOTT INTERNATIONAL, INC.
By: /s/ Joseph Ryan
------------------------------------
Joseph Ryan
Executive Vice President
and General Counsel
Date: April 1, 1998
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
99 Press Release dated March 27, 1998
<PAGE>
EXHIBIT 99
MARRIOTT INTERNATIONAL COMPLETES SPINOFF AND MERGER TRANSACTIONS RESULTING IN
"NEW" MARRIOTT INTERNATIONAL AND SODEXHO MARRIOTT SERVICES
WASHINGTON, D.C., March 27, 1998 -- Marriott International, Inc. (MAR / NYSE)
today reported that it has completed its previously announced spinoff and merger
transactions.
In these transactions, Marriott International spun off to its stockholders, on a
tax-free basis, a new company comprised of its lodging, senior living services,
and distribution services businesses. This new company has adopted the Marriott
International, Inc. name. Immediately following the spinoff, Marriott's food
service and facilities management business (Marriott Management Services) was
merged with the North American operations of Sodexho Alliance. The merged
company has been renamed Sodexho Marriott Services, Inc., and will remain
headquartered in the Washington, D.C. area.
J.W. Marriott, Jr., chairman and chief executive officer of the "old" Marriott
International, Inc., and William J. Shaw, its president and chief operating
officer, assumed the same positions with the new Marriott International. Mr.
Shaw also will serve as chairman of the board of Sodexho Marriott Services, Inc.
Charles D. O'Dell, previously president of Marriott Management Services, has
been named president and chief executive officer of Sodexho Marriott Services.
Michel Landel, formerly president and chief executive officer of Sodexho North
America, is now executive vice president of Sodexho Marriott Services.
"These two new companies are poised for growth. They have much in common that
will help deliver enhanced value to stockholders, including strong positions of
leadership in their respective industries, and dedicated workforces committed to
providing exceptional customer service," said Mr. Marriott.
"The new Marriott International has substantial investment capacity, which will
enable us to aggressively pursue growth opportunities around the world," Mr.
Marriott added.
(more)
<PAGE>
2
"Marriott will continue to execute its global growth strategy by expanding
distribution of our 10 hotel brands, as well as developing new vacation club
resorts," explained Mr. Shaw. "We expect to add more than 140,000 rooms to the
Marriott lodging system over the next five years (1998 2002) through management
contracts, franchise agreements, selective company development, and
acquisitions," he said, "as well as double the cumulative number of timeshare
intervals sold by our vacation club business." According to Mr. Shaw, new
Marriott International also will take advantage of opportunities in the rapidly
growing market for senior living services over the next five years, by opening
more than 200 assisted living and full-service communities, while Marriott
Distribution Services expects to gain market share in the limited line food
service distribution business.
Mr. O'Dell said, "Today marks the beginning of an exciting period, with
exceptional opportunities for Sodexho Marriott Services. Our people are moving
forward with a focused strategy to expand our leadership position in outsourced
services." Mr. O'Dell continued, "The North American food and facilities
management service industry is a $157 billion market, of which only 17 percent
is contracted to management providers. As the industry leader, Sodexho Marriott
Services is well-positioned to meet the needs of the expanding marketplace.
"In addition," Mr. O'Dell continued, "we expect to grow at above-average rates,
and to capture a major share of new business as more organizations understand
the cost savings and performance gains made through outsourcing."
As a result of the spinoff and merger transactions, a stockholder of record as
of March 27, 1998, with 100 shares of "old" Marriott International common stock,
for example, will own the following: 100 shares of Marriott International, Inc.
common stock; 100 shares of Marriott International, Inc. Class A common stock;
and 25 shares of Sodexho Marriott Services, Inc. common stock (after giving
effect to a one-for-four reverse stock split).
As consideration for the merger, Sodexho Alliance received common shares of
Sodexho Marriott Services representing about a 49 percent ownership interest in
the merged company.
(more)
<PAGE>
3
In connection with the spinoff and merger transactions, Marriott International
and its wholly-owned subsidiary RHG Finance Corporation ("RHG Finance")
completed the previously announced cash tender offers and consent solicitations
for Marriott International, Inc.'s outstanding Series A through D Senior Notes
(the "Notes") and RHG Finance's outstanding Guaranteed Notes. The offers to
purchase, announced on February 25, 1998, expired at 9:00 a.m., New York City
time, today. All Notes and Guaranteed Notes validly tendered in the offers have
been accepted. The amount tendered and accepted represents approximately 99
percent of the total Notes and Guaranteed Notes outstanding.
Payment of the tender offer price, the consent payment (if applicable), and
accrued and unpaid interest will be made on April 1, 1998.
The description, outstanding principal amount prior to the offers to purchase,
and the amount tendered and accepted for purchase for each series of Notes and
for the Guaranteed Notes are as follows:
<TABLE>
<CAPTION>
SECURITY DESCRIPTION AND CUSIP OUTSTANDING PRINCIPAL AMOUNT TENDERED AND
NUMBER AMOUNT PRIOR TO OFFERS ACCEPTED FOR PURCHASE
- ------------------------------------------------------------------------------------------
<S> <C> <C>
6.750% Series A Senior Notes Due $150,000,000 $147,744,000
12/15/03, 571900AA7
- ------------------------------------------------------------------------------------------
7.875% Series B Senior Notes Due $200,000,000 $199,021,000
04/15/05, 571900AB5
- ------------------------------------------------------------------------------------------
7.125% Series C Senior Notes Due $150,000,000 $147,419,000
06/01/07, 571900AC3
- ------------------------------------------------------------------------------------------
6.750% Series D Senior Notes Due $100,000,000 $ 99,344,000
12/01/09, 571900AD1
- ------------------------------------------------------------------------------------------
RHG Finance 8.875% Guaranteed Notes $120,000,000 $116,500,000
Due 10/01/05, 749928AA5
- ------------------------------------------------------------------------------------------
</TABLE>
(more)
<PAGE>
4
"Regular way" trading of both classes of common stock of new Marriott
International and the common stock of Sodexho Marriott Services will begin on
the New York Stock Exchange on Monday, March 30, 1998, under the following
trading symbols:
TRADING
COMPANY SYMBOL
------- -------
Marriott International, Inc.
----------------------------
Common stock MAR
Class A common stock MAR.A
Sodexho Marriott, Services, Inc.
--------------------------------
Common stock SDH
MARRIOTT INTERNATIONAL, INC. ("New" Marriott International) is a leading
worldwide hospitality company, with nearly 1,600 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, Renaissance, New World and Ramada
International brands; vacation club (timeshare) resorts; senior living
communities and services; and food service distribution. The company is
headquartered in Washington, D.C. and has approximately 117,000 employees.
Total sales for fiscal 1997 were $9.0 billion.
SODEXHO MARRIOTT SERVICES, INC. is the largest food service and facilities
management services company in North America. It serves over 4,800 clients in
business, health care and education. Sodexho Marriott Services had proforma
sales of $4.2 billion in fiscal 1997, and has approximately 100,000 employees,
as well as 60,000 client employees managed by the company.
Note: This press release contains "forward-looking statements" within the
meaning of federal securities law, including statements concerning anticipated
synergies and cost savings, the number of lodging properties and senior living
communities expected to be added in future years, business strategies and their
intended 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, including
the effects of economic conditions; changes in supply of and demand for hotel
rooms, vacation club resorts and senior living accommodations; competitive
conditions in the lodging, management services, senior living, and food service
distribution industries; relationships with clients and property owners; the
impact of government regulations; and, the availability of capital to finance
growth, which could cause actual results to differ materially from those
expressed in or implied by the statements herein.
# # #
Contact: Tom Marder (301) 380-2553
