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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): February 24, 2000
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
ITEM 5. OTHER EVENTS
On February 24, 2000, the Registrant issued the attached press release, which
is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
Exhibit 99 Press Release dated February 24, 2000.
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: February 24, 2000
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EXHIBIT INDEX
Exhibit No. Description
99 Press Release dated February 24, 2000
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EXHIBIT 99
[Marriott International, Inc. Letterhead]
CONTACT: Tom Marder
(301) 380-2553
[email protected]
MARRIOTT INTERNATIONAL AND HOST MARRIOTT TENTATIVELY AGREE TO RESOLVE LITIGATION
INVOLVING HOTEL PARTNERSHIPS BY ACQUISITION OF PARTNERSHIPS OWNING 120 HOTELS
WASHINGTON - Feb. 24, 2000 - Marriott International, Inc. (NYSE: MAR) and Host
Marriott Corp. (NYSE: HMT) today announced a tentative agreement to resolve
pending litigation involving certain limited partnerships formed in the mid- to
late 1980s. The agreement, which is still subject to numerous conditions,
including definitive documentation and court approval, was reached with lead
counsel to the plaintiffs in litigation pending in Texas.
There are two principle features of the agreement. First, Marriott
International and Host Marriott expect, through an unconsolidated joint venture,
to acquire all of the limited partners' interest in two partnerships, Courtyard
by Marriott I and Courtyard by Marriott II, for approximately $372 million.
These partnerships own 120 Courtyard by Marriott hotels. The purchase price
will be financed with $185 million in mezzanine debt loaned to the joint venture
by Marriott International and with equity contributed in equal shares by
Marriott International and Host Marriott. Marriott International will continue
to manage these 120 hotels under long-term agreements.
Second, Host Marriott Corporation and Marriott International each will pay
approximately $31 million to the limited partners in several other limited
partnerships in exchange for termination of the litigation and full releases.
(more)
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"We are pleased to have found a vehicle to bring this dispute to a close," said
Arne Sorenson, executive vice president and chief financial officer of Marriott
International. "By investing in the Courtyard partnerships, we were able to
provide the limited partners with liquidity and break a logjam in our earlier
discussions." Sorenson noted that while Marriott believes the plaintiffs'
claims were without merit, "this agreement allows the company to bring to a
conclusion litigation focused on matters which occurred long ago."
Marriott International anticipates that the agreement will result in a one-time,
pre-tax charge of $30 million-$40 million. Marriott's incremental interest
expense will be offset by interest income and cash flow from operations and
therefore there will be no material impact to earnings per share going forward.
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MARRIOTT INTERNATIONAL, INC. (NYSE: MAR) is a leading worldwide hospitality
company with over 2,000 operating units in the United States and 55 other
countries and territories. The company's lodging business operates and
franchises hotels under the Marriott, Renaissance, Residence Inn, Courtyard,
TownePlace Suites, Fairfield Inn, SpringHill Suites, Ramada International, and
The Ritz-Carlton brand names. Marriott International also develops and operates
vacation ownership resorts under the Marriott, Ritz-Carlton and Horizons brands;
operates senior living communities, executive apartments, and conference
centers; and provides furnished corporate housing through its ExecuStay by
Marriott division. Other Marriott businesses include wholesale food distribution
and procurement services. The company is headquartered in Washington, D.C., and
has approximately 143,000 employees. In fiscal year 1999, Marriott
International reported total sales of $8.7 billion.
Note: This press release contains "forward-looking statements" within the
meaning of federal securities law, including statements concerning the number of
lodging properties 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; supply and demand
changes for hotel rooms, vacation ownership intervals, corporate housing and
senior living accommodations; competitive conditions in the lodging, 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.
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