<PAGE>
As filed with the Securities and Exchange Commission on June 14, 2000
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)
---------------
Agent:
Joseph Ryan, Esq.
Marriott International, Inc.
Dept. 52/923.30
10400 Fernwood Road
Bethesda, Maryland 20817
301/380-3000
Copies to:
Ward R. Cooper, Esq. R. W. Smith, Jr., Esq.
Marriott International, Inc. Piper Marbury Rudnick & Wolfe LLP
Dept. 52/923.23 6625 Smith Avenue
10400 Fernwood Road Baltimore, Maryland 21209
Bethesda, Maryland 20817 410/580-3000
301/380-7824
---------------
(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(1)
<TABLE>
-------------------------------------------------------------------------------------
<CAPTION>
Title of Each Class of Proposed Proposed Maximum Amount of
Securities to be Amount to be Maximum Offering Registration Fee Registration
Registered Registered Price Per Unit(1) Price Fee
-------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock,
par value $.01(2)..... 1,369,423 $36.51 $49,997,634 $13,200
=====================================================================================
</TABLE>
(1) Estimated in accordance with Rule 457 solely for the purpose of calculating
the registration fee. Based upon the closing price of our Class A Common
Stock of $36.51 per share as reported on the New York Stock Exchange on
June 12, 2000.
(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.
================================================================================
<PAGE>
SUBJECT TO COMPLETION, DATED JUNE 14, 2000
PROSPECTUS
MARRIOTT INTERNATIONAL, INC.
1,369,423 SHARES
OF
COMMON STOCK
This prospectus relates to the public offering from time to time of up to an
aggregate of 1,369,423 shares of our Class A Common Stock by a selling
stockholder. See "Selling Stockholder" on page 10. You should read this entire
prospectus carefully before you invest.
-------------------------------------------------------------------------------
Investing in these securities involves risks. See "Risk Factors" on page 5.
-------------------------------------------------------------------------------
------------
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.
------------
, 2000
The information in this prospectus is not complete and may be changed. These
securities may not be sold 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.
<PAGE>
We have not 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 and any accompanying prospectus
supplement. You must not rely upon any information or representation not
contained or incorporated by reference in this prospectus or any prospectus
supplement. This prospectus and any supplement to this prospectus do not
constitute an offer to sell or the solicitation of an offer to buy any
securities other than the registered securities to which they relate, nor do
this prospectus and any accompanying prospectus supplement 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 and any supplement
to this prospectus is accurate as of the dates on their covers.
----------------
Table of Contents
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Where You Can Find More Information........................................ 3
Forward-Looking Statements................................................. 4
Risk Factors............................................................... 5
The Company................................................................ 8
Use of Proceeds............................................................ 8
Our Common Stock........................................................... 9
Selling Stockholder........................................................ 10
Plan of Distribution....................................................... 11
Legal Matters.............................................................. 11
Independent Public Accountants............................................. 11
</TABLE>
2
<PAGE>
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 registration statement
contains additional information about us and the securities that may be sold
by the selling stockholder. You may inspect the registration statement and
related exhibits without charge at the public reference facilities of the SEC
described above, and may obtain copies from the SEC at prescribed rates. This
information is also available at the SEC's web site.
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 automatically update and in some cases
supersede this information. Specifically, we incorporate by reference:
. Our Annual Report on Form 10-K for the year ended December 31, 1999;
. Our Quarterly Report on Form 10-Q for the quarter ended March 24, 2000;
. Our Proxy Statement filed on March 23, 2000; and
. 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).
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 other information.
3
<PAGE>
FORWARD-LOOKING STATEMENTS
We make 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. We caution you not to rely unduly 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;
. business strategies and their intended results;
. the balance between supply of and demand for hotel rooms, timeshare
units, senior living accommodations and corporate apartments;
. 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;
. the effect that internet hotel reservation channels may have on the
rates that we are able to charge for hotel rooms; and
. other risks described from time to time in our filings with the SEC.
4
<PAGE>
RISK FACTORS
Before you invest in our 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 our 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 adequate property and liability insurance to
protect against 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, select
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 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 our Executive Vice President, Sales and Marketing, is a
director of Crestline. Circumstances may occur on which Host Marriott's or
Crestline's interests could be in conflict with your interests as a holder of
our securities, and Host Marriott or Crestline may pursue transactions that
present risks to you as a holder of our securities. 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 December 31, 1999. See "Where You
Can Find More Information" on page 3.
5
<PAGE>
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 may be less favorable
The terms of the operating contracts, distribution agreements, franchise
agreements and leases for each of our lodging facilities and retirement
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 revenues and profitability will suffer.
Changes in supply and demand in our industries may adversely affect us
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 retirement
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.
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.
6
<PAGE>
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, and may
discourage 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 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.
7
<PAGE>
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., Host Marriott Corporation (a lodging real estate
company, most of whose properties we manage) also uses "Marriott" in its name.
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 us, in Sodexho Marriott Services, Inc. and in Host
Marriott Corporation. Old Marriott was formed in 1993 when it was spun off from
Marriott Corporation--now named Host Marriott Corporation.
USE OF PROCEEDS
We will not receive any proceeds from the sale by the selling stockholder of
the common stock under this prospectus. We will pay all expenses of the
registration and sale of the common stock, except selling commissions, fees and
stock transfer taxes.
8
<PAGE>
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 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, including those that may be issued in an
offering under this prospectus, 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 takeover attempts of 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.
However, unless the applicable prospectus supplement specifies otherwise, each
series of preferred stock offered under this prospectus will rank senior to our
Series A Junior Participating Preferred Stock as to the payment of dividends
and any distribution of our assets.
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 Amended and Restated Rights Agreement, dated as of August 9, 1999,
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.
9
<PAGE>
SELLING STOCKHOLDER
We issued 100,000 shares of our ESOP Convertible Preferred Stock to the
Marriott International, Inc. Employees' Profit Sharing, Retirement and Savings
Plan and Trust in a transaction exempt from the registration requirements of
the Securities Act. These shares are initially convertible into 1,369,423
shares of our Class A Common Stock. We are registering the resale of the shares
of common stock by this stockholder. The selling stockholder, including its
transferees, pledgees or donees or its successors, may from time to time offer
and sell all or any of these shares of common stock.
We agreed with the selling stockholder to file this registration statement
to register the resale of the common stock issuable upon conversion of the ESOP
Convertible Preferred Stock. We agreed to prepare and file all necessary
amendments and supplements to the registration statement to keep it effective
until the date on which the shares of common stock no longer qualify as
"registrable securities" under our registration rights agreement.
The selling stockholder may offer all, some or none of the shares of common
stock. Thus, we cannot estimate the amount of the common stock that will be
held by the selling stockholder upon termination of any sales. Accordingly, the
column showing ownership after completion of the offering assumes that the
selling stockholder will sell all of the common stock offered by this
prospectus. In addition, the selling stockholder may have sold, transferred or
otherwise disposed of all or a portion of its shares of common stock in
transactions exempt from the registration requirements of the Securities Act
since the date on which it provided the information about its shares. The
selling stockholder beneficially owned 1.1% of our common stock prior to the
offering and, if it sells all of the common stock offered by this prospectus,
will own none of our common stock after the offering. The selling stockholder
is a trust created for the benefit of our employees and acts on their behalf.
<TABLE>
<CAPTION>
Shares Beneficially
Shares Beneficially Owned After
Owned Prior to the Completion of the
Name Offering Shares Offered Offering
---- ------------------- -------------- -------------------
<S> <C> <C> <C>
Marriott International,
Inc. Employees' Profit
Sharing, Retirement
and Savings Plan and
Trust................. 1,369,423 1,369,423 --
</TABLE>
Information concerning the selling stockholder may change from time to time
and any changed information will be set forth in supplements to this prospectus
if and when necessary. In addition, the number of shares of common stock
issuable upon conversion of the ESOP Convertible Preferred Stock, is subject to
adjustment. As a result, the aggregate principal amount of common stock into
which the ESOP Convertible Preferred Stock is convertible may increase or
decrease.
10
<PAGE>
PLAN OF DISTRIBUTION
We are registering an aggregate of 1,369,423 shares of common stock to
permit public secondary sales of the shares by the selling stockholder from
time to time after the date of this prospectus. We anticipate that the selling
stockholder may sell all or a portion of the common stock from time to time on
the New York Stock Exchange and may sell common stock to or through one or more
broker-dealers at prices prevailing on the Exchange at the times of such sales.
The selling stockholder may also make private sales directly or through one or
more broker-dealers. Broker-dealers participating in such transactions may
receive compensation in the form of discounts, concessions or commissions
(including, without limitation, customary brokerage commissions) from the
selling stockholder. The selling stockholder and any broker-dealers who act in
connection with sales of common stock may be deemed to be "underwriters" as
that term is defined in the Securities Act, and any commissions received by
them and profit on any resale of the common stock might be deemed to be
underwriting discounts and commissions under the Securities Act. In effecting
sales, broker-dealers engaged by the selling stockholder may arrange for other
broker-dealers to participate.
The selling stockholder will pay all discounts and selling commissions (if
any), fees and expenses of counsel and other advisors to the selling
stockholder and any other expenses incurred in connection with the registration
and sale of the common stock. We will pay the registration fee payable to the
SEC hereunder, the listing fee to be paid for listing the shares of common
stock on the New York Stock Exchange, fees and expenses relating to the
registration or qualification of the shares of common stock pursuant to any
applicable state securities or "blue sky" laws and the fees and expenses of our
counsel and independent accountants.
LEGAL MATTERS
Our Law Department will pass upon the validity of the common stock offered
under this prospectus. 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 annual 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 report 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 report.
11
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following is a statement of the estimated expenses 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................ $ 13,200
Legal fees and expenses............................................ 15,000
Fees and expenses of qualification under state securities laws
(including legal fees)............................................ 1,000
Accounting fees and expenses....................................... 60,000
Printing fees...................................................... 45,000
Miscellaneous...................................................... 15,800
--------
Total.......................................................... $150,000
========
</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's 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 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.
II-1
<PAGE>
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>
<CAPTION>
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
Description thereto)
----------- ------------------------------------
<C> <S> <C>
2.1 Distribution Agreement dated as of Appendix A in our Form 10 filed
September 30, 1997 between Sodexho on February 13, 1998.
Marriott Services, Inc. and the
Company.
2.2 Agreement and Plan of Merger dated Appendix B in our Form 10 filed
as of September 30, 1997 among on February 13, 1998.
Sodexho Marriott Services, Inc.,
Marriott-ICC Merger Corp., the
Company, Sodexho Alliance, S.A. and
International Catering Corporation.
2.3 Omnibus Restructuring Agreement Appendix C in our Form 10 filed
dated as of September 30, 1997 on February 13, 1998.
among Sodexho Marriott Services,
Inc., Marriott-ICC Merger Corp.,
the Company, Sodexho Alliance, S.A.
and International Catering
Corporation.
2.4 Amendment Agreement dated as of Appendix D in our Form 10 filed
January 28, 1998 among Sodexho on February 13, 1998.
Marriott Services, Inc., Marriott-
ICC Merger Corp., the Company,
Sodexho Alliance, S.A. and
International Catering Corporation.
3.1 Third Amended and Restated Exhibit No. 3 to our Form 10-Q
Certificate of Incorporation of the for the fiscal quarter ended June
Company. 18, 1999.
3.2 Amended and Restated Rights Exhibit No. 4.1 to our Form 10-Q
Agreement dated as of August 9, for the fiscal quarter ended
1999 between the Company and The September 10, 1999.
Bank of New York, as Rights Agent.
5.1 Opinion of Joseph Ryan, Esq., on Filed herewith.
behalf of the Law Department of the
Company.
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
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
Description thereto)
----------- ------------------------------------
<C> <S> <C>
12 Statement of Computation of Ratio Exhibit 12 to our Form 10-Q for
of Earnings to Fixed Charges. the fiscal quarter ended March
24, 2000.
23.1 Consent of Arthur Andersen LLP. Filed herewith.
23.2 Consent of Joseph Ryan, Esq. on Included in the opinion filed as
behalf of the Law Department of Exhibit 5.
the Company.
99 Forward-Looking Statements. Filed herewith.
</TABLE>
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.
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<PAGE>
(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.
(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.
II-4
<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 June 14, 2000.
Marriott International, Inc.
/s/ J.W. Marriott, Jr.
By: _________________________________
J.W. Marriott, Jr.
Chief Executive Officer
POWER 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, June 14, 2000
______________________________________ Chief Executive Officer
J.W. Marriott, Jr. and Director (Principal
Executive Officer)
/s/ Arne M. Sorenson Executive Vice President June 14, 2000
______________________________________ and Chief Financial
Arne M. Sorenson Officer (Principal
Financial Officer)
/s/ Linda A. Bartlett Vice President and June 14, 2000
______________________________________ Controller (Principal
Linda A. Bartlett Accounting Officer)
/s/ Henry Cheng Kar-Shun Director June 14, 2000
______________________________________
Henry Cheng Kar-Shun
/s/ Gilbert M. Grosvenor Director June 14, 2000
______________________________________
Gilbert M. Grosvenor
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Richard E. Marriott Director June 14, 2000
______________________________________
Richard E. Marriott
/s/ Floretta Dukes McKenzie- Director June 14, 2000
______________________________________
Floretta Dukes McKenzie
/s/ Harry J. Pearce Director June 14, 2000
______________________________________
Harry J. Pearce
/s/ W. Mitt Romney Director June 14, 2000
______________________________________
W. Mitt Romney
/s/ Roger W. Sant Director June 14, 2000
______________________________________
Roger W. Sant
/s/ William J. Shaw President, Chief Operating June 14, 2000
______________________________________ Officer and Director
William J. Shaw
/s/ Lawrence M. Small Director June 14, 2000
______________________________________
Lawrence M. Small
</TABLE>
II-6
