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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): May 21, 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
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ITEM 5. OTHER EVENTS
On May 21, 1998, all of the outstanding shares of the Registrant's common
stock, par value $0.01 per share, having one vote per share (the "Common Stock")
were converted, on a one-for-one basis, into shares of the Registrant's Class A
common stock, par value $0.01 per share, having ten votes per share (the "Class
A Common Stock"). This action was taken by the Board of Directors under
authority granted by the Registrant's certificate of incorporation, in response
to the shareholder vote at the Registrant's annual meeting of shareholders held
on May 20, 1998.
As a result of the conversion, the Class A Common Stock is now the only
class of outstanding common stock of the Company. This stock will continue to
trade on the New York Stock Exchange and certain regional exchanges, but will
trade under the symbol "MAR" instead of the current symbol "MAR.A" (prior to
the conversion, "MAR" was the symbol for the Common Stock). The CUSIP
identification number for the Class A Common Stock will remain the same,
571903-20-2.
The attached press release, which is incorporated herein by reference,
provides additional information regarding the conversion.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
Exhibit 99 Press Release dated May 20, 1998.
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SIGNATURES
Under the requirements of the Securities Exchange Act 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
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Joseph Ryan
Executive Vice President
and General Counsel
Date: May 22, 1998
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EXHIBIT INDEX
Exhibit No. Description
99 Press Release dated May 20, 1998
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EXHIBIT 99
MARRIOTT INTERNATIONAL ANNOUNCES CONVERSION
TO SINGLE CLASS OF COMMON STOCK EFFECTIVE MAY 21
WASHINGTON, D.C., May 20, 1998 Marriott International, Inc. (MAR and
MAR.A/NYSE) announced that the company will convert its two classes of common
stock (MAR and MAR.A) to a single class (MAR.A), effective tomorrow, May 21,
1998 at the opening of trading on the New York Stock Exchange. At that time,
only the company's Class A common stock will be outstanding and traded on the
New York Stock Exchange and other U.S. exchanges.
While retention of the dual class structure was supported by holders of a
majority of shares voting at the company's annual meeting today, it did not
receive the requisite approval of a majority of outstanding shares for the
company to retain two classes of stock.
J.W. Marriott, Jr., chairman and chief executive officer of Marriott
International, said, "Our company will continue the aggressive growth that has
been the hallmark of the Marriott organization since it was first publicly
traded 45 years ago, increasing value for all shareholders.
"Today we are better positioned for growth than ever. Our acquisition program
has been and will continue to be successful," continued Mr. Marriott. "We have
the infrastructure in place to support expansion, tremendous economies of scale
in purchasing, and we have a proven ability to build and manage a broad array of
brands linked together with outstanding technology and reservations systems," he
added. "The entire Marriott International executive team and I are totally
committed to the continued growth and prosperity of our company," Mr. Marriott
said.
The stock conversion process is as follows:
. Trading in both current classes of the company's stock will continue to the
end of the trading day today, May 20, 1998.
. Prior to the commencement of the trading day on May 21, all outstanding
shares of common stock (ticker symbol: MAR) will automatically be converted,
on a one-for-one basis, into shares of Class A common stock (current ticker
symbol: MAR.A) of the company.
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. On May 21, trading will resume only for the Class A common stock of the
company, since all common stock outstanding will have been converted into
Class A shares.
. The ticker symbol for the Class A common stock will be changed from MAR.A to
MAR.
. Holders of the company's common stock will be notified by mail of the
conversion.
Outstanding certificates for the MAR common stock will be deemed to represent
Class A common stock, and do not need to be exchanged. The CUSIP number for the
Class A shares (571903 20 2) will remain the same. STOCKHOLDERS DO NOT NEED TO
TAKE ANY ACTION TO EFFECT THE CONVERSION, AND THERE IS NO CHANGE IN THE EXISTING
TAX BASIS OF THE CONVERTED SHARES.
Outstanding stock options and convertible securities (the LYONS convertible debt
securities) which are currently exercisable or convertible into common stock,
will instead be exercisable or convertible into the same number of shares of
Class A common stock.
After the conversion, the company will have approximately 253 million shares of
Class A common stock outstanding.
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MARRIOTT INTERNATIONAL, INC. is a leading worldwide hospitality company, with
over 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,
Executive Residences, 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 129,000 employees. For fiscal year 1997, Marriott
International reported sales of $9 billion.
Contact: Tom Marder (301) 380-2553
