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As filed with the Securities and Exchange Commission on May 5, 1999
Registration No.333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________
MARRIOTT INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
_______________
Delaware 52-2055918
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10400 Fernwood Road
Bethesda, Maryland 20817
(301) 380-3000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
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Agent: Copies to:
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<S> <C>
Joseph Ryan, Esq. John F. Olson, Esq.
Marriott International, Inc. Gibson, Dunn & Crutcher
Dept. 52/923.30 1050 Connecticut Avenue, N.W.
10400 Fernwood Road Washington, D.C. 20036
Bethesda, Maryland 20817 (202) 955-8500
(301) 380-3000
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale of securities to the public:
From time to time after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: [x]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] _____________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] __________
If this is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] __________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities to be Registered Offering Price Per Registration Fee Registration
Registered Unit (1) Price (1) Fee
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<S> <C> <C> <C> <C>
Class A Common Stock, 2,081,951 shares $42.4375 $88,352,796 $24,562
par value $.01 (2)
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</TABLE>
(1) Estimated solely for purposes of determining the registration fee, in
accordance with Rule 457(c), based on the average of the high and low sales
prices on the New York Stock Exchange on April 29, 1999.
(2) Associated with the Class A Common Stock are preferred share purchase
rights that will not be exercisable or evidenced separately from the Class
A Common Stock prior to the occurrence of certain events.
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until the registration statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
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The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED MAY 5, 1999
2,081,951 Shares
[Marriott Logo]
MARRIOTT INTERNATIONAL, INC.
_____________
COMMON STOCK
_____________
The Selling Shareholders may sell, from time to time, up to 2,081,951
shares of common stock. Marriott will not receive any of the proceeds from the
sale of these shares.
The Selling Shareholders received these shares of common stock during
the merger of ExecuStay Corporation into a subsidiary of Marriott. Marriott
consummated this merger on March 26, 1999.
The common stock is listed on the New York Stock Exchange, Chicago
Stock Exchange, Pacific Stock Exchange and Philadelphia Stock Exchange under the
symbol "MAR".
You should read this prospectus carefully before you invest.
__________________________________________________________________________
Investing in these securities involves risks. See "Risk Factors" on page 6.
__________________________________________________________________________
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
_____ __, 1999
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Neither we nor the Selling Shareholders have authorized any dealer,
salesman or other person to give any information or to make any representation
other than those contained or incorporated by reference in this prospectus. You
must not rely upon any information or representation not contained or
incorporated by reference in this prospectus as if we had authorized it. This
prospectus does not constitute an offer to sell or the solicitation of an offer
to buy any securities other than the registered securities to which it relates,
nor does this prospectus constitute an offer to sell or the solicitation of an
offer to buy securities in any jurisdiction to any person to whom it is unlawful
to make such offer or solicitation in such jurisdiction. The information
contained in this prospectus is accurate as of the date on the cover. When we or
a Selling Shareholder deliver this prospectus or make a sale pursuant to this
prospectus, we are not implying that the information is current as of the date
of the delivery or sale.
-------------------------
Table of Contents
-----------------
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TABLE OF CONTENTS
Page
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About this Prospectus...................................................... 3
Where You Can Find More Information........................................ 3
Forward-Looking Statements................................................. 4
Risk Factors............................................................... 6
The Company................................................................ 9
Use of Proceeds............................................................ 9
Our Common Stock........................................................... 9
Selling Shareholders....................................................... 10
Plan of Distribution....................................................... 11
Validity of Shares......................................................... 12
Independent Public Accountants............................................. 12
</TABLE>
-------------------------
Our principal executive offices are located at 10400 Fernwood Road, Bethesda,
Maryland 20817 and our telephone number is (301) 380-3000.
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ABOUT THIS PROSPECTUS
---------------------
This prospectus is part of a registration statement that we filed with the
SEC utilizing a "shelf" registration process. Under this shelf registration
process, the Selling Shareholders may sell up to 2,081,951 shares of common
stock described in this prospectus in one or more offerings.
The Selling Shareholders received these shares of common stock during the
merger of ExecuStay Corporation into a subsidiary of Marriott. Marriott
consummated this merger on March 26, 1999.
You should carefully read this prospectus together with additional
information described under the next heading "Where You Can Find More
Information".
To see more detail, you should read the exhibits filed with our
registration statement.
As used in this prospectus, unless the context requires otherwise, "we,"
"us," "Marriott," or the "Company" means Marriott International, Inc. and its
predecessors and consolidated subsidiaries.
WHERE YOU CAN FIND MORE INFORMATION
-----------------------------------
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You can inspect and copy these reports, proxy
statements and other information at the public reference facilities of the SEC,
in Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549; 7 World Trade
Center, Suite 1300, New York, New York 10048; and Suite 1400, Citicorp Center,
500 W. Madison Street, Chicago, Illinois 60661-2511. You can also obtain copies
of these materials from the public reference section of the SEC at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. Please call the SEC
at 1-800-SEC-0330 for further information on the public reference rooms. The SEC
also maintains a web site that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the SEC (http://www.sec.gov). You can inspect reports and other information
we file at the office of the New York Stock Exchange, Inc., 20 Broad Street, New
York, New York 10005.
We have filed a registration statement and related exhibits with the SEC
under the Securities Act of 1933, as amended (the "Securities Act"). The
registration statement contains additional information about us and the common
stock. You may inspect the registration statement and exhibits without charge at
the office of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, and you
may obtain copies from the SEC at prescribed rates.
The SEC allows us to "incorporate by reference" the information we file
with it, which means that we can disclose important information to you by
referring to those documents. We hereby "incorporate by reference" the documents
listed below, which means that we are disclosing important information to you by
referring you to those documents. The information that we file later with the
SEC will be deemed to automatically update and supersede this information.
Specifically, we incorporate by reference:
. Annual Report on Form 10-K for the year ended January 1, 1999;
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. Proxy Statement filed on March 18, 1999;
. Quarterly Report on Form 10-Q for the Twelve Weeks ended March 26,
1999;
. Any future filings we make with the SEC under Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934 after the date of
this prospectus and before we stop offering securities (other than
those portions of such documents described in paragraphs (i), (k), and
(l) of Item 402 of Regulation S-K promulgated by the SEC); and
. The description of our common stock contained in our Registration
Statement on Form 10 filed on February 13, 1998 under Section 12(b) of
the Securities Exchange Act and the description of the preferred share
purchase rights contained in our amended Registration Statement on
Form 8-A filed on April 3, 1998 under Section 12(b) of the Securities
Exchange Act.
You may request a copy of these filings at no cost, by writing or
telephoning us at the following address:
Corporate Secretary
Marriott International, Inc.
Marriott Drive, Department 52/862
Washington, D.C. 20058
(301) 380-3000
You should rely only on the information incorporated by reference or
provided in this prospectus and any supplement. We have not authorized anyone
else to provide you with different information.
FORWARD-LOOKING STATEMENTS
--------------------------
We have made forward-looking statements in this prospectus that are based
on the beliefs and assumptions of our management, and on information currently
available to our management. Forward-looking statements include the information
about our possible or assumed future results of operations and statements
preceded by, followed by or that include the words "believe," "expect,"
"anticipate," "intend," "plan," "estimate," or similar expressions.
Forward-looking statements involve risks, uncertainties and assumptions.
Actual results may differ materially from those expressed in these forward-
looking statements. You are cautioned not to unduly rely on any forward-looking
statements.
You should understand that the following important factors, in addition to
those discussed elsewhere in this prospectus and the documents incorporated in
this prospectus by reference, could cause results to differ materially from
those expressed in such forward-looking statements.
. competition within each of our business segments;
. the balance between supply of and demand for hotel rooms, timeshare
units,
4
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corporate apartments and senior living accommodations;
. our continued ability to obtain new operating contracts and franchise
agreements;
. our ability to develop and maintain positive relations with current and
potential hotel and senior living community owners;
. the effect of international, national and regional economic conditions;
. the availability of capital to allow us and potential hotel and senior
living community owners to fund investments;
. our ability, and the ability of other parties upon which our businesses
also rely, to modify or replace on a timely basis, computer software
and other systems in order to function properly prior to, in and
beyond, the Year 2000; and
. other risks described from time to time in our filings with the SEC.
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RISK FACTORS
Before you invest in the common stock, you should be aware of various
risks, including those described below. You should carefully consider these risk
factors together with all other information included in this prospectus before
you decide to invest in the common stock.
Risks concerning the lodging business may impact our revenue and growth
The lodging business involves unique operating risks. Our largest business
is lodging. Our lodging properties are subject to operating risks that may
adversely impact our revenue. These risks include, among others:
. changes in general economic conditions, which can adversely affect the
level of business and pleasure travel, and therefore the demand for
lodging and related services;
. cyclical over-building in one or more sectors of the hotel industry
and/or in one or more geographic regions, which could lead to excess
supply compared to demand, and a decrease in hotel occupancy and/or
room rates;
. restrictive changes in zoning, land use, health, safety and
environmental laws, rules and regulations;
. our inability to obtain property and liability insurance to fully
protect against all losses or to obtain such insurance at reasonable
rates; and
. changes in travel patterns.
Competition in the lodging business may affect our ability to grow. We
compete for hotel management, franchise and acquisition opportunities with other
managers, franchisors and owners of hotel properties, some of which may have
greater financial resources than we do. These competitors may be able to accept
more risk than we can prudently manage. Competition may generally reduce the
number of suitable management, franchise and investment opportunities offered to
us, and increase the bargaining power of property owners seeking to engage a
manager, become a franchisee or sell a hotel property. Our operational and
growth prospects are also dependent on the strength and desirability of our
lodging brands, the ability of our franchisees to generate revenues and profits
at properties they franchise from us and our ability to maintain positive
relations with our employees.
We may have conflicts of interest with Host Marriott Corporation and Crestline
Capital Corporation
We manage or franchise a large number of full-service, luxury, limited-
service and extended-stay hotels and senior living communities that are owned,
controlled or leased by Host Marriott Corporation and its former subsidiary,
Crestline Capital Corporation, and we guarantee certain Host Marriott
obligations.
We may have conflicts of interest with Host Marriott or Crestline because
our Chairman and Chief Executive Officer, J.W. Marriott Jr., and his brother,
Richard E. Marriott, who is
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Chairman of Host Marriott, have significant stockholdings in, and are directors
of, both Marriott International and Host Marriott. In addition, J.W. Marriott,
Jr. and Richard E. Marriott have significant holdings in Crestline and John W.
Marriott III, the son of J.W. Marriott, Jr. and a Marriott employee, is a
director of Crestline. Circumstances may occur in which Host Marriott's or
Crestline's interests could be in conflict with your interests as a holder of
our common stock, and Host Marriott or Crestline may pursue transactions that
present risks to you as a holder of our common stock. We cannot assure you that
any such conflicts will be resolved in your favor. Our transactions with Host
Marriott and Crestline are described in more detail in the notes to our
Consolidated Financial Statements, which we filed with the SEC as part of our
Annual Report on Form 10-K for the year ended January 1, 1999. See "Where You
Can Find More Information" on page 3.
The availability and price of capital may affect our ability to grow
Our ability to sell properties that we develop, and the ability of hotel
developers to build or acquire new Marriott branded properties, both of which
are important components of our growth plans, are to some extent dependent on
the availability and price of capital. We are monitoring the status of the
capital markets, which have shown unusual volatility during the past year, and
continually evaluate the effect, if any, that capital market conditions may have
on our ability to execute our announced growth plans. If this analysis
demonstrates that our growth plans should be modified, new plans which provide
for reduced or more limited growth may be necessary.
We depend on arrangements with others to grow
Our present growth strategy for development of additional lodging and
senior living facilities entails entering into and maintaining various
arrangements with present and future property owners, including Host Marriott,
Crestline and New World Development Company Limited. We cannot assure you that
any of our current strategic arrangements will continue, or that we will be able
to enter into future collaborations in which case our ability to continue to
grow could be constrained.
Contract terms for new units
The terms of the operating contracts, distribution agreements, franchise
agreements and leases for each of our lodging facilities and senior living
communities are influenced by contract terms offered by our competitors at the
time these agreements are entered into. Accordingly, we cannot assure you that
contracts entered into or renewed in the future will be on terms that are as
favorable to us as those under our existing agreements.
We may fail to compete effectively and lose business
We generally operate in markets that contain numerous competitors and our
continued success depends, in large part, upon our ability to compete in such
areas as access, location, quality of accommodations, amenities, specialized
services, cost containment and, to a lesser extent, the quality and scope of
food and beverage services and facilities. If we fail to compete effectively,
our profitability will suffer.
Changes in supply and demand in our industries may adversely affect us
The lodging and senior living industries may be adversely affected by (1)
supply
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additions, (2) international, national and regional economic conditions, (3)
taxes and government regulations which influence or determine wages, prices,
interest rates, construction procedures and costs, and (4) the availability of
capital to allow us and potential hotel, timeshare and senior living community
owners to fund investments. Our lodging and timeshare business is also subject
to changes in travel patterns. Accordingly, we cannot assure you that the
present level of demand for hotels, timeshare intervals and senior living
communities will continue, or that there will not be an increase in the supply
of competitive units, which could reduce the prices at which we are able to sell
or rent units.
Computer systems that we depend on may fail to recognize the Year 2000
We depend on our computer software programs and operating systems in
operating our business. We also depend on the proper functioning of computer
systems of third parties, such as vendors and suppliers. The failure of any of
these systems to appropriately interpret the upcoming calendar year 2000 could
have a material adverse effect on us, our business and financial condition. We
are currently identifying our own systems that are not Year 2000 compliant and
taking steps to determine whether third parties are doing the same. In
addition, we are implementing a plan to prepare our most critical computer
systems to be Year 2000 compliant in 1999. We estimate that the total cost of
implementing our Year 2000 compliance program to be borne by us will be
approximately $40 to $50 million (on a pre-tax basis), of which $17 million had
been incurred through March 26, 1999.
Our inability to remedy our own Year 2000 problems or the failure of third
parties to do so may cause business interruptions or shutdowns, financial loss,
reputational harm and/or legal liability. We cannot assure you that our Year
2000 compliance program will be effective or that our estimates about the timing
and cost of completing our program will be accurate. You can find a more
detailed discussion of our Year 2000 compliance program in our Annual Report on
Form 10-K for the year ended January 1, 1999 and our Quarterly Report on Form
10-Q for the twelve weeks ended March 26, 1999, which we have filed with the SEC
and incorporated by reference into this prospectus.
We are subject to restrictive debt covenants
Our existing debt agreements contain covenants that limit our ability to,
among other things, borrow additional money, pay dividends, sell assets or
engage in mergers. If we do not comply with these covenants, or do not repay our
debt on time, we would be in default under our debt agreements. Unless any such
default is waived by our lenders, the debt could become immediately payable and
this could have a material adverse impact on us.
Anti-takeover provisions may prevent a change in control
Our restated certificate of incorporation, our shareholder's rights plan,
and the Delaware General Corporation Law each contain provisions that could have
the effect of making it more difficult for a party to acquire, or of
discouraging a party from attempting to acquire, control of our company without
approval of our board of directors. These provisions could discourage tender
offers or other bids for our common stock at a premium over market price.
Forward-looking statements may prove inaccurate
We have made forward-looking statements in this prospectus that are subject
to risks and uncertainties. You should note that many factors, some of which are
discussed elsewhere in this
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document, could affect future financial results and could cause those results to
differ materially from those expressed in our forward-looking statements
contained in this prospectus. See "Forward-Looking Statements" on page 4.
THE COMPANY
We are one of the world's leading hospitality companies. We are a worldwide
operator and franchisor of hotels and senior living communities. Our portfolio
of twelve lodging brands--from luxury to economy to extended stay to vacation
timesharing--is the broadest of any company in the world. Consistent with our
focus on management and franchising, we own very few of our lodging properties.
Our Senior Living Services unit develops and operates senior living communities
offering independent living, assisted living and skilled nursing care for
seniors. Operating under the name Marriott Distribution Services, we supply
food and related products to our domestic hotels and senior living communities
and to external domestic customers through our high-volume distribution centers.
Marriott Distribution Services is one of the largest limited line food service
distributors in the United States.
Formation of "New" Marriott International--spin-off in March 1998. We
became a public company in March 1998, when we were "spun off" as a separate
entity by the company formerly named "Marriott International, Inc." We refer to
the "former" Marriott International as "Old Marriott". Our company--the "new"
Marriott International--was formed to conduct the lodging, senior living and
distribution services businesses formerly conducted by Old Marriott. Old
Marriott, now called Sodexho Marriott Services, Inc., is a provider of food
service and facilities management in North America.
Other companies with the "Marriott" name. In addition to us and Sodexho
Marriott Services, Inc. there are two other public companies with "Marriott" in
their names: Host Marriott Corporation (a lodging real estate company, most of
whose properties we manage) and Host Marriott Services Corporation (a food,
beverage and retail concessionaire at travel and entertainment venues). Each of
these companies has its own separate management, businesses and employees. Each
company's board of directors is comprised of different persons, except that J.W.
Marriott, Jr., our Chairman and Chief Executive Officer, his brother, Richard E.
Marriott, Chairman of Host Marriott, and William J. Shaw, our President and
Chief Operating Officer and one of our directors, are each directors of more
than one Marriott company. Members of the Marriott family continue to own stock
in each of these companies. Old Marriott was formed in 1993 when it was spun off
from Marriott Corporation--now named Host Marriott Corporation. Host Marriott
Services Corporation was formed in 1995 when it was spun off from Host Marriott
Corporation.
USE OF PROCEEDS
===============
We will not receive any proceeds from the sale of common stock made from
time to time under this prospectus.
OUR COMMON STOCK
================
Our common stock (Class A Common Stock, $0.01 par value per share) is
traded on the New York Stock Exchange, Chicago Stock Exchange, Pacific Stock
Exchange and Philadelphia Stock Exchange under the symbol "MAR".
Each holder of our common stock is entitled to ten votes for each share
registered in his or her name on our books on all matters submitted to a vote of
stockholders. Our common stock
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does not have cumulative voting rights. As a result, subject to the voting
rights of holders of any outstanding preferred stock, if any, in an election of
directors the holders of a majority of shares of our common stock will be able
to elect 100 percent of the directors to be elected.
Rights Agreement and Series A Junior Preferred Stock. Each share of our
common stock carries with it one preferred share purchase right. This type of
arrangement is sometimes referred to as a "poison pill." If the rights become
exercisable, each right entitles the registered holder to purchase one one-
thousandth of a share of our Series A Junior Preferred Stock (subject to
adjustment as a result of certain events) at a fixed price. Until a right is
exercised, the holder of the right has no right to vote or receive dividends or
any other rights as a shareholder as a result of holding the right.
The rights trade automatically with shares of our common stock, and may
only be exercised in connection with certain attempts to take over our company.
The rights are designed to protect the interests of our company and our
shareholders against coercive takeover tactics. The rights are also designed to
encourage potential acquirors to negotiate with our board of directors before
attempting a takeover and to increase the ability of our board to negotiate
terms of any proposed takeover that benefit our shareholders. The rights may,
but are not intended to, deter takeover proposals that may be in the interests
of our shareholders.
If issued, our Series A Junior Preferred Stock, would generally not be
available to the person or persons who acquired our common stock in certain
takeover attempts. Our Series A Junior Preferred Stock would have significant
preferential dividend, voting and liquidation rights over our common stock.
For more information on our common stock, the rights and our Series A
Junior Preferred Stock, see our Form 10 Registration Statement dated February
13, 1998 and the Rights Agreement, dated as of March 27, 1998, between us and
The Bank of New York, as Rights Agent, both of which we have filed with the SEC.
See "Where You Can Find More Information" on page 3.
SELLING SHAREHOLDERS
The Selling Shareholders (which term includes their transferees, pledgees,
donees or their successors) may from time to time offer and sell pursuant to
this prospectus any or all of 2,081,951 shares of common stock. The Selling
Shareholders received these shares of common stock during the merger of
ExecuStay Corporation into a subsidiary of Marriott. Marriott consummated this
merger on March 26, 1999.
The following table consists of information provided by the Selling
Shareholders and shows the number of shares of common stock beneficially owned
by each Selling Shareholder. Based on information provided by the Selling
Shareholders, no Selling Shareholder beneficially owns shares of common stock
other than those received during the ExecuStay merger and listed in the table
below. Since the date on which they provided us with the relevant information,
the Selling Shareholders may have sold, transferred or otherwise disposed of all
or a portion of their shares of common stock.
Except as otherwise disclosed herein, to the knowledge of Company and based
on certain representations made by the Selling Shareholders, none of the Selling
Shareholders has, or within the past three years has had, any position, office
or other material relationship with the Company or any of its predecessors or
affiliates. Messrs. Abrahams, Kaplan, Zaugg and Anderson each
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was an executive officer, and Ms. Regan was an officer, of ExecuStay Corporation
before its merger with a subsidiary of Marriott.
<TABLE>
<CAPTION>
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Shareholder Shares
- --------------------------------------------------------------
<S> <C>
Gary R. Abrahams 532,475
Marc B. Kaplan 532,475
Robert W. Zaugg 532,475
Benny E. Anderson 76,056
Kelly J. Regan 21,950
J. Ronald Terwilliger 108,172
Harlan R. Crow Irrevocable Family Branch Trust 50,446
Trammell S. Crow Irrevocable Family Branch Trust 42,394
Stuart M. Crow Irrevocable Family Branch Trust 15,331
Paul Reeve 51,952
Leonard W. Wood 34,198
Bruce C. Ward 26,163
Warren J. Durkin, Jr. 13,766
Randy J. Pace 12,894
Alan E. Kolar 9,156
Kenneth J. Valach 4,547
Robert C. Talbott 5,793
E. Garth Erdossy 3,737
Clifford A. Breining 2,180
Jeffrey A. Duke 2,117
Robert M. Hutt 2,117
David J. Elwell 1,557
-----
Total 2,081,951
=========
- --------------------------------------------------------------
</TABLE>
PLAN OF DISTRIBUTION
The several Selling Shareholders may sell their shares of common stock in
one or more transactions, including block transactions. These sales may occur
at any price, including a fixed price or prices (which may be changed), at
market prices prevailing at the time of sale or at prices determined on a
negotiated or competitive bid basis.
The several Selling Shareholders may sell their shares of common stock
directly or through agents or to or through broker-dealers, or by such other
means as may be specified in any applicable prospectus supplement. A broker-
dealer may act as the Selling Shareholders' agent or broker or it may act as
principal. In the latter case, the broker-dealer may then resell such shares of
common stock to the public at varying prices to be determined by such broker-
dealer at the time of resale.
The Selling Shareholders and any agents or broker-dealers that participate
with the Selling Shareholders in the distribution of any of the shares of common
stock may be deemed to be "underwriters" within the meaning of the Securities
Act, and any discount or commission received by them and any profit on the
resale of the shares of common stock purchased by them may be deemed to be
underwriting discounts or commissions under the Securities Act.
To the extent required, the number of shares of common stock to be sold,
certain information relating to the Selling Shareholders, the purchase price,
the public offering price, if applicable, the name of any underwriter, agent or
broker-dealer, and any applicable commissions,
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discounts or other items constituting compensation to such underwriters, agents
or broker-dealers with respect to a particular offering will be set forth in an
accompanying prospectus supplement.
VALIDITY OF SHARES
==================
The validity of the 2,081,951 shares of common stock was passed upon for us
by our Law Department.
Attorneys in our Law Department own shares of our common stock, and hold
stock options, deferred stock and restricted stock awards under our 1998
Comprehensive Stock and Cash Incentive Plan and may receive additional awards
under such plan in the future.
INDEPENDENT PUBLIC ACCOUNTANTS
The financial statements incorporated by reference in this prospectus and
elsewhere in the registration statement have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their reports with respect
thereto, and are incorporated by reference in this prospectus and registration
statement in reliance upon the authority of said firm as experts in giving said
reports.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following is a statement of the estimated expenses, other than
underwriting discounts and commissions, to be incurred in connection with the
distribution of the securities registered under this Registration Statement:
<TABLE>
<CAPTION>
Amount
To Be
Paid
- -------------------------------------------------------------------------------------------------------------
<S> <C>
Securities and Exchange Commission registration fee $24,562
- --------------------------------------------------------------------------------------------------------------
Legal fees and expenses 6,500
- --------------------------------------------------------------------------------------------------------------
Fees and expenses of qualification under state securities laws (including legal fees) 100
- --------------------------------------------------------------------------------------------------------------
Printing fees 25,000
- --------------------------------------------------------------------------------------------------------------
Miscellaneous
18,838
- --------------------------------------------------------------------------------------------------------------
Total $75,000
=======
- --------------------------------------------------------------------------------------------------------------
</TABLE>
Item 15. Indemnification of Directors and Officers
Article Eleventh and Article Sixteenth of the Company's Amended and
Restated Certificate of Incorporation (the "Certificate") and Section 7.7 of the
Company's Restated Bylaws limit the personal liability of directors to the
Company or its shareholders for monetary damages for breach of fiduciary duty.
These provisions of the Company Certificate and Bylaws are collectively referred
to herein as the "Director Liability and Indemnification Provisions."
The Director Liability and Indemnification Provisions define and clarify
the rights of individuals, including Company directors and officers, to
indemnification by the Company in the event of personal liability or expenses
incurred by them as a result of litigation against them. These provisions are
consistent with Section 102(b)(7) of the Delaware General Corporation Law, which
is designed, among other things, to encourage qualified individuals to serve as
directors of Delaware corporations by permitting Delaware corporations to
include in their certificates of incorporation a provision limiting or
eliminating directors' liability for monetary damages and with other existing
Delaware General Corporation Law provisions permitting indemnification of
certain individuals, including directors and officers. The limitations of
liability in the Director Liability and Indemnification Provisions may not
affect claims arising under the federal securities laws.
In performing their duties, directors of a Delaware corporation are
obligated as fiduciaries to exercise their business judgment and act in what
they reasonably determine in good faith, after appropriate consideration, to be
the best interests of the corporation and its shareholders. Decisions made on
that basis are protected by the so-called "business judgment rule." The
business judgment rule is designed to protect directors from personal liability
to the corporation or its shareholders when business decisions are subsequently
challenged. However, the expense of defending lawsuits, the frequency with
which unwarranted litigation is brought against directors and the inevitable
uncertainties with respect to the outcome of applying the business judgment rule
to particular facts and circumstances mean that, as a practical matter,
directors and officers of a corporation rely on indemnity from, and insurance
procured by, the corporation they serve, as a financial backstop in the event of
such expenses or unforeseen
13
<PAGE>
liability. The Delaware legislature has recognized that adequate insurance and
indemnity provisions are often a condition of an individual's willingness to
serve as director of a Delaware corporation. The Delaware General Corporation
Law has for some time specifically permitted corporations to provide indemnity
and procure insurance for its directors and officers.
This description of the Director Liability and Indemnification Provisions
is intended as a summary only and is qualified in its entirety by reference to
the Company Certificate and the Company Bylaws, each of which has been filed
with the SEC.
Item 16. Exhibits
<TABLE>
Description Incorporation by Reference
(where a report or registration
statement is indicated below, that
document has been previously filed
with the SEC and the applicable
exhibit is incorporated by
reference thereto)
- -------------------------------------------------------------------------------------------
<S> <C> <C>
2.1 Distribution Agreement dated as of Appendix A in our Form 10 filed on
September 30, 1997 between Sodexho Marriott February 13, 1998.
Services, Inc. and the Company.
2.2 Agreement and Plan of Merger dated as of Appendix B in our Form 10 filed on
September 30, 1997 among Sodexho Marriott February 13, 1998.
Services, Inc., Marriott-ICC Merger Corp.,
the Company, Sodexho Alliance, S.A. and
International Catering Corporation.
2.3 Omnibus Restructuring Agreement dated as of Appendix C in our Form 10 filed on
September 30, 1997 among Sodexho Marriott February 13, 1998.
Services, Inc., Marriott-ICC Merger Corp.,
the Company, Sodexho Alliance, S.A. and
International Catering Corporation.
2.4 Amendment Agreement dated as of January 28, Appendix D in our Form 10 filed on
1998 among Sodexho Marriott Services, Inc., February 13, 1998.
Marriott-ICC Merger Corp., the Company,
Sodexho Alliance, S.A. and International
Catering Corporation.
3.1 Amended and Restated Certificate of Exhibit No. 2 to our Form 8-A/A filed
Incorporation of the Company. on April 3, 1998.
3.2 Certificate of Designation, Preferences and Exhibit No. 3 to our Form 8-A/A filed
Rights of Series A Junior Participating on April 3, 1998.
Preferred Stock of the Company.
3.3 Amended and Restated Bylaws of the Exhibit No. 3.3 to our Form 10-K for
Company. the fiscal year ended January 1, 1999.
4.1 Rights Agreement dated as of March 27, 1998 Exhibit No.1 to our Form 8-A/A filed on
between the Company and The Bank of New April 3, 1998.
York, as Rights Agent
4.2 Indenture dated as of November 16, 1998 Exhibit No. 4.1 to our Form 10-K for
between the Company and The Chase the fiscal year ended January 1, 1999.
</TABLE>
14
<PAGE>
<TABLE>
<CAPTION>
Description Incorporation by Reference
(where a report or registration
statement is indicated below, that
document has been previously filed
with the SEC and the applicable
exhibit is incorporated by
reference thereto)
- -----------------------------------------------------------------------------------------------------
<S> <C> <S>
Manhattan Bank, as Trustee
4.3(a) Indenture between the Company and The Bank Exhibit No. 4.1 to Form 8-K of Old
of New York, as Trustee, relating to Liquid Marriott dated March 25, 1996; Exhibit
Yield Option Notes, as supplemented. No. 4.2 to Form 8-K of Old Marriott
dated March 25, 1996 (First
Supplemental Indenture); and Exhibit
No. 4.2 to Form 10-Q of the Company for
the fiscal quarter ended March 27, 1998
(Second Supplemental Indenture).
4.3(b) LYONs Allocation Agreement between the Exhibit 10.9 to the Company's Form
Company and Sodexho Marriott Services, Inc. 10 filed on February 13, 1998.
4.4 $1.5 billion Credit Agreement among the Exhibit 10.10 to the Company's Form
Company, Citibank, N.A., as Administrative 10-K for the fiscal year ended January
Agent, and certain banks, as Banks, dated 2, 1998.
February 19, 1998.
4.5 $500 million Credit Agreement among the Exhibit 10.8 to our Form 10-K for the
Company, Citibank, N.A., as Administrative fiscal year ended January 1, 1999.
Agent, and certain banks, as Banks, dated
February 2, 1999.
4.6 Stockholder Agreement, dated January 6, Exhibit (c)(2) to the Company's
1999, among Purchaser, Marriott and certain Schedule 14D-1 filed on January 12, 1999
executive officers of the Company
4.7 Stockholder Agreement, dated January 6, Exhibit (c)(3) to the Company's
1999, among Purchaser, Marriott and B. Schedule 14D-1 filed on January 12, 1999
Andersen
4.8 Stockholder Agreement, dated January 6, Exhibit (c)(4) to the Company's
1999, among Purchaser, Marriott and K. Regan Schedule 14D-1 filed on January 12, 1999
4.9 Stockholder Agreement, dated January 6, Exhibit (c)(5) to the Company's
1999, among Purchaser, Marriott and certain Schedule 14D-1 filed on January 12, 1999
stockholders of the Company
5.1 Opinion of Joseph Ryan, Esq., on behalf of Filed herewith.
the Law Department of the Company.
23.1 Consent of Arthur Andersen LLP Filed herewith.
23.2 Consent of Joseph Ryan, Esq., on behalf of Included in the opinion filed as
the Law Department of the Company Exhibit 5.1.
24 Powers of Attorney Included on signature page.
99 Forward-Looking Statements. Filed herewith.
</TABLE>
15
<PAGE>
Item 17. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales of its
securities are being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
20 percent change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the Commission by a Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of such
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
16
<PAGE>
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of a registrant pursuant to the provisions described under Item 15
above, or otherwise, the undersigned registrant has been advised that in the
opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of such registrant in the successful defense of
any action, suit or proceeding), is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
(d) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
17
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the County of Montgomery, State of Maryland, on May 5, 1999.
MARRIOTT INTERNATIONAL, INC.
By: /s/ J.W. Marriott, Jr.
----------------------------
J.W. Marriott, Jr.
Chief Executive Officer
POWERS OF ATTORNEY
Each person whose signature appears below constitutes and appoints Joseph
Ryan as his or her true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for such person and in his or her name,
place and stead, in any and all capacities, to sign any or all further
amendments (including post-effective amendments) to this Registration Statement
(and any additional Registration Statement related hereto permitted by Rule
462(b) promulgated under the Securities Act of 1933 (and all further amendments,
including post-effective amendments, thereto)), and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ J.W. Marriott, Jr.
- ----------------------------- Chairman of the Board, Chief May 5, 1999
J.W. Marriott, Jr. Executive Officer and Director
(Principal Executive Officer)
/s/ Arne M. Sorenson
- ----------------------------- Executive Vice President and May 5, 1999
Arne M. Sorenson Chief Financial Officer
(Principal Financial Officer)
/s/ Stephen E. Riffee
- ----------------------------- Vice President, Finance and May 5, 1999
Stephen E. Riffee Chief Accounting Officer
(Principal Accounting Officer)
- ----------------------------- Director May 5, 1999
Henry Cheng Kar-Shun
</TABLE>
18
<PAGE>
<TABLE>
<S> <C> <C>
/s/ Gilbert M. Grosvenor
- --------------------------- Director May 5, 1999
Gilbert M. Grosvenor
/s/ Richard E. Marriott Director May 5, 1999
- ---------------------------
Richard E. Marriott
/s/ Floretta Dukes McKenzie Director May 5, 1999
- ---------------------------
Floretta Dukes McKenzie
/s/ Harry J. Pearce Director May 5, 1999
- ---------------------------
Harry J. Pearce
/s/ W. Mitt Romney Director May 5, 1999
- ---------------------------
W. Mitt Romney
/s/ Roger W. Sant Director May 5, 1999
- ---------------------------
Roger W. Sant
/s/ William J. Shaw President, Chief Operating May 5, 1999
- --------------------------- Officer and Director
William J. Shaw
/s/ Lawrence M. Small
- --------------------------- Director May 5, 1999
Lawrence M. Small
</TABLE>
19
<PAGE>
Exhibit 5
May 5, 1999
Marriott International, Inc.
10400 Fernwood Road
Bethesda, Maryland 20817
Ladies and Gentlemen:
We have acted as counsel for Marriott International, Inc., a Delaware
corporation (the "Company"), in connection with the Company's registration of
2,081,951 shares (the "Shares") of the Company's Class A Common Stock (the
"Common Stock") on a Registration Statement on Form S-3 (the "Registration
Statement") to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"). The Shares of Common Stock may
be offered from time to time, at prices, and on terms to be set forth in the
prospectus and one or more supplements to the prospectus (collectively, the
"Prospectus") constituting a part of the Registration Statement.
We have examined such corporate records, certificates and other documents, and
such questions of law, as we have considered necessary or appropriate for the
purposes of this opinion. Based on the foregoing and the assumptions that
follow, we are of the opinion that the Shares of Common Stock are validly issued
and are fully paid and non-assessable.
The foregoing opinion is limited to the Federal laws of the United States and
the corporate law of the State of Delaware.
We have assumed that the certificates for the Shares of Common Stock conform to
the specimen thereof examined by us and have been duly countersigned by a
transfer agent and duly registered by a registrar of the Common Stock and that
the signatures on all documents examined by us are genuine, assumptions which we
have not independently verified.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to the Company's Law Department in
the prospectus that forms a part of the Registration Statement, but in doing so,
we do not admit that we are "experts" for purposes of the Act.
Very truly yours,
Marriott International, Inc.
Law Department
By: /s/ Joseph Ryan
---------------------------------------------
Joseph Ryan
Executive Vice President and General Counsel
<PAGE>
Exhibit 23.1
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 28, 1999
included in Marriott International Inc.'s Form 10-K for the year ended January
1, 1999 and to all references to our Firm included in this registration
statement.
/s/ Arthur Andersen LLP
Vienna, VA
May 4, 1999
<PAGE>
Exhibit 99
Forward-Looking Statements
The following factors, among others, could cause actual results to differ
materially from those contained in forward-looking statements made in this
report or presented elsewhere by management.
Dependence on Others: Our present growth strategy for development of additional
lodging and senior living facilities entails entering into and maintaining
various arrangements with present and future property owners, including Host
Marriott Corporation and New World Development Company Limited. There can be no
assurance that any of our current strategic arrangements will continue, or that
we will be able to enter into future collaborations.
Contract Terms for New Units: The terms of the operating contracts, distribution
agreements, franchise agreements and leases for each of our lodging facilities
and senior living communities are influenced by contract terms offered by our
competitors at the time such agreements are entered into. Accordingly, we
cannot assure you that contracts entered into or renewed in the future will be
on terms that are as favorable to us as those under existing agreements.
Competition: The profitability of hotels, vacation timeshare resorts, senior
living communities, corporate apartments, and distribution centers we operate is
subject to general economic conditions, competition, the desirability of
particular locations, the relationship between supply of and demand for hotel
rooms, vacation timeshare resorts, senior living facilities, corporate
apartments, and distribution services, and other factors. We generally operate
in markets that contain numerous competitors and our continued success will
depend, in large part, upon our ability to compete in such areas as access,
location, quality of accommodations, amenities, specialized services, cost
containment and, to a lesser extent, the quality and scope of food and beverage
services and facilities.
Supply and Demand: The lodging industry may be adversely affected by (1) supply
additions, (2) international, national and regional economic conditions, (3)
changes in travel patterns, (4) taxes and government regulations which influence
or determine wages, prices, interest rates, construction procedures and costs,
and (5) the availability of capital to allow us and potential hotel and senior
living community owners to fund investments. Our timeshare and senior living
service businesses are also subject to the same or similar uncertainties and,
accordingly, we cannot assure you that the present level of demand for timeshare
intervals and senior living communities will continue, or that there will not be
an increase in the supply of competitive units, which could reduce the prices at
which we are able to sell or rent units.
Year 2000 Compliance: Our failure or a failure by third parties with whom we do
business to successfully address the Year 2000 problem, as described in Part I,
Item 2 of this Report (Management's Discussion and Analysis of Financial
Condition and Results of Operations), could materially and adversely affect us,
our business or our financial condition.
