<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Under Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 27, 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
<PAGE>
ITEM 5. OTHER EVENTS
On March 27, 2000, Marriott International, Inc. issued $300 million
principal amount of 8-1/8% Series D Notes due 2005 in an underwritten public
offering. We received net proceeds of approximately $298 million from this
offering, after paying underwriting discounts and commissions and offering
expenses. We plan to use these proceeds to repay commercial paper borrowings,
and for other corporate purposes which may include working capital, capital
expenditures, acquisitions and stock repurchases.
The notes will mature on April 1, 2005.
We issued the notes under an indenture with The Chase Manhattan Bank,
as trustee, dated November 16, 1998.
The underwriting agreement and terms agreement under which we sold the
notes, the form of the notes, and the indenture under which the notes were
issued, are all filed or incorporated by reference as exhibits to this report.
These exhibits are incorporated by reference into this description.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
Exhibit 1.1 Underwriting Agreement General Terms and Provisions dated September
15, 1999 (incorporated by reference to Exhibit 1.1 to our Form 8-K
dated September 20, 1999).
Exhibit 1.2 Terms Agreement relating to the 8-1/8% Series D Notes due 2005,
dated March 22, 2000, between Marriott International, Inc. and
Merrill Lynch, Pierce, Fenner & Smith Incorporated on behalf of the
underwriters
Exhibit 4.1 Form of Marriott International, Inc. 8-1/8% Series D Note due 2005
Exhibit 4.2 Indenture dated November 16, 1998 with The Chase Manhattan Bank, as
Trustee (incorporated by reference to Exhibit 4.1 to our Form 10-K
for the fiscal year ended January 1, 1999)
<PAGE>
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
---------------
Joseph Ryan
Executive Vice President
and General Counsel
Date: March 28, 2000
<PAGE>
EXHIBIT INDEX
Description
Exhibit No.
Exhibit 1.1 Underwriting Agreement General Terms and Provisions dated September
15, 1999 (incorporated by reference to Exhibit 1.1 to our Form 8-K
dated September 20, 1999).
Exhibit 1.2 Terms Agreement relating to the 8-1/8% Series D Notes due 2005,
dated March 22, 2000, between Marriott International, Inc. and
Merrill Lynch, Pierce, Fenner & Smith Incorporated on behalf of the
underwriters
Exhibit 4.1 Form of Marriott International, Inc. 8-1/8% Series D Note due 2005
Exhibit 4.2 Indenture dated November 16, 1998 with The Chase Manhattan Bank, as
Trustee (incorporated by reference to Exhibit 4.1 to our Form 10-K
for the fiscal year ended January 1, 1999)
<PAGE>
Exhibit 1.2
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ANNEX I
Terms Agreement
---------------
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Banc of America Securities LLC
Goldman, Sachs & Co.
c/o Merrill Lynch, Pierce, Fenner & Smith
Incorporated
World Financial Center
250 Vesey Street
New York, NY 10281-1326
March 22, 2000
Dear Ladies and Gentlemen:
Marriott International, Inc., a Delaware corporation (the "Company"),
proposes, subject to the terms and conditions stated herein and in the
Underwriting Agreement General Terms and Provisions (the "Terms and Provisions")
attached hereto, to issue and sell to each of the Underwriters named in Schedule
--------
I hereto (the "Underwriters"), and each of the Underwriters agrees, severally
- -
and not jointly, to purchase from the Company, at the time and place and at the
purchase price to the Underwriters set forth in Schedule II hereto, the
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principal amount of Securities set forth opposite the name of such Underwriter
in Schedule I hereto. Each of the provisions of the Terms and Provisions is
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incorporated herein by reference in its entirety, and shall be deemed to be a
part of this Agreement to the same extent as if such provisions had been set
forth in full herein; and each of the representations and warranties set forth
therein shall be deemed to have been made at and as of the date of this Terms
Agreement. Each reference to the Representatives herein and in the provisions
of the Terms and Provisions so incorporated by reference shall be deemed to
refer to you. Terms defined in the Terms and Provisions and the address of the
Representatives referred to in Section 11 of the Terms and Provisions and the
address of the Representatives referred to in such Section 11 are set forth in
Schedule II hereto. The term "Registration Statement" shall be deemed to
- -----------
include the Company's registration statements on Form S-3 (File Nos. 333-77093
and 333-94697), and any amendments thereto.
The Representatives hereby confirm and the Company acknowledges that
the statements with respect to the public offering of the Securities by the
Underwriters set forth under the caption "Underwriting" in the Company's
Prospectus Supplement dated March 22, 2000 to the Company's Prospectus dated
January 27, 2000 relating to the Securities (the "Prospectus Supplement")
constitute the only information concerning such Underwriters furnished in
writing to the Company by or on behalf of the Underwriters specifically for
inclusion in the Prospectus Supplement.
<PAGE>
If the foregoing is in accordance with your understanding, please sign
and return to us two counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Terms and Provisions incorporated herein by
reference, shall constitute a binding agreement between each of the Underwriters
and the Company. It is understood that your acceptance of this letter on behalf
of each of the Underwriters is or will be pursuant to the authority set forth in
a form of Agreement among Underwriters, the form of which shall be submitted to
the Company for examination, upon request, but without warranty on the part of
the Representatives as to the authority of the signers thereof.
Very truly yours,
MARRIOTT INTERNATIONAL, INC.
By: /s/ C.B. Handlon
----------------
Name: C.B. Handlon
Title: Senior V.P. and Treasurer
Accepted as of the date hereof:
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
BANC OF AMERICA SECURITIES LLC
GOLDMAN, SACHS & CO.
By: MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By: /s/ Michael Santini
-------------------------------------
Name: Michael Santini
Title: Vice President
<PAGE>
Schedule I
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<TABLE>
<CAPTION>
Principal Amount of
Underwriter Securities to be Purchased
- ----------- --------------------------
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated............... $150,000,000
Banc of America Securities LLC......... 75,000,000
Goldman, Sachs & Co.................... 75,000,000
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Total............................. $300,000,000
=============
</TABLE>
<PAGE>
Schedule II
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<TABLE>
<S> <C>
Representatives: Merrill Lynch, Pierce, Fenner & Smith Incorporated, Banc of America Securities LLC and
Goldman, Sachs & Co.
Underwriting Agreement: Terms Agreement dated March 22, 2000, incorporating Underwriting Agreement General Terms and
Conditions dated September 15, 1999
Registration Statement No.: 333-77093 and 333-94697
Title of Securities: 8 1/8% Series D Notes due 2005
Aggregate principal amount: $300,000,000
Price to Public: 99.982% of the principal amount of the Securities, plus accrued interest, if any, from March 27,
2000 to the Delivery Date
Underwriting Discount: 0.60%
Indenture: Indenture dated as of November 16, 1998 between Marriott International, Inc. and The Chase
Manhattan Bank, as trustee
Date of Maturity: April 1, 2005
Interest Rate: 81/8% per annum, payable semiannually
Interest Payment Dates: April 1 and October 1, commencing October 1, 2000
Redemption Provisions: None
Sinking Fund Provisions: None
Other Provisions: As specified in the Prospectus Supplement dated March 22, 2000 relating to the Securities.
Securities Exchange: The Securities will not be listed on any exchange
Closing Date and Delivery
Date: March 27, 2000
Closing Location: Piper Marbury Rudnick & Wolfe LLP
6225 Smith Avenue
Baltimore, Maryland 21209
Address for Notices
to Underwriters: c/o Merrill Lynch, Pierce, Fenner & Smith
Incorporated
World Financial Center
250 Vesey Street
New York, NY 10281-1326
</TABLE>
<PAGE>
Exhibit 4.1
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This Security is a Global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of a Depositary or a
nominee thereof. This Security may not be exchanged in whole or in part for a
Security registered, and no transfer of this Security in whole or in part may be
registered, in the name of any Person other than such Depositary or a nominee
thereof, except in the limited circumstances described in the Indenture.
Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to Issuer or its agent
for registration of transfer, exchange, or payment, and any certificate issued
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC), any
transfer, pledge, or other use hereof for value or otherwise by or to any person
is wrongful inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.
Marriott International, Inc.
8-1/8% Series D Notes due April 1, 2005
No. R-1 $ 300,000,000.00
CUSIP 571900 AR 0
Marriott International, Inc., a corporation duly organized and existing
under the laws of Delaware (herein called the "Company," which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of Three Hundred Million Dollars on April 1, 2005 and to pay
interest thereon from October 1, 2000, semi-annually on April 1 and October 1 in
each year, commencing March 27, 2000, at the rate of 8-1/8% per annum, until the
principal hereof is paid or made available for payment. All such payments of
principal, interest and premium, if any, shall be paid in immediately available
funds. The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in such Indenture, be paid to the Person
in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the March 15 or September 15 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date. Any such
interest not so punctually paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular Record Date and may either be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Securities of this series not less than 10 days prior to
such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in said Indenture.
<PAGE>
Payment of the principal of (and premium, if any) and interest on this
Security will be made at the office or agency of the Trustee maintained for that
purpose in Dallas, Texas, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts; provided, however, that payment of interest may be made by check
mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register; and provided, further, that notwithstanding the
foregoing, the Person in whose name this Security is registered may elect to
receive payments of interest on this Security (other than at Maturity) by
electronic funds transfer of immediately available funds to an account
maintained by such Person, provided such Person so elects by giving written
notice to a Paying Agent designating such account, no later than the March 1 or
the September 1 immediately preceding the April 1 or October 1 Interest Payment
Date, as the case may be. Unless such designation is revoked by such Person,
any such designation made by such Person with respect to such Securities shall
remain in effect with respect to any future payments with respect to such
Securities payable to such Person.
Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
In Witness Whereof, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: March 27, 2000
Marriott International, Inc.
By: /s/ C.B. Handlon
----------------
Carolyn B. Handlon
Vice President and
Treasurer
Attest:
/s/ Ward R. Cooper
- ------------------
Assistant Secretary
<PAGE>
This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.
The Chase Manhattan Bank,
as Trustee
By: /s/ Joseph C. Progar
--------------------
Joseph C. Progar
Authorized Officer
<PAGE>
[Reverse of Security]
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or
more series under an Indenture, dated as of November 16, 1998 (herein called the
"Indenture", which term shall have the meaning assigned to it in such
instrument), between the Company and The Chase Manhattan Bank, as Trustee
(herein called the "Trustee", which term includes any successor trustee under
the Indenture), and reference is hereby made to the Indenture for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee and the Holders of the Securities and of the terms
upon which the Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof, limited in
aggregate principal amount to $300,000,000.
The Indenture contains provisions for defeasance at any time of the entire
indebtedness of this Security or certain restrictive covenants and Events of
Default with respect to this Security, in each case upon compliance with certain
conditions set forth in the Indenture.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of 50% in principal amount of the Securities at the time
Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.
As provided in and subject to the provisions of the Indenture, the Holder
of this Security shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee
shall not have received from the Holders of a majority in principal amount of
Securities of this series at the time Outstanding a direction inconsistent with
such request, and shall have failed to institute any such proceeding, for 60
days after receipt of such notice, request and offer of indemnity. The foregoing
shall not apply to any suit instituted
<PAGE>
by the Holder of this Security for the enforcement of any payment of principal
hereof or any premium or interest hereon on or after the respective due dates
expressed herein.
No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and interest
on this Security at the times, place and rate, and in the coin or currency,
herein prescribed.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Security Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Trustee in any place where the principal of and any premium and
interest on this Security are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of this series
and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered form without
coupons in denominations of $1,000 and integral multiples of $1,000 in excess
thereof. As provided in the Indenture and subject to certain limitations therein
set forth, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series and of like tenor of a different
authorized denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
<PAGE>
All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
____________________________
The following abbreviations, when used in the inscription on the face of the
within Security, shall be construed as though they were written out in full
according to applicable laws or regulations.
<TABLE>
<CAPTION>
<S> <C>
TEN COM -- as tenants in common UNIF GIFT MIN Act -______ Custodian _______
TEN ENT -- as tenants by the entireties (Cust) (Minor)
JT TEN -- as joint tenants with right of under Uniform Gifts to
survivorship and not as tenants in common Minors Act _________
(State)
</TABLE>
Additional abbreviations may also be used though not in the above list
_____________________________
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- -----------------------------
- -----------------------------
________________________________________________________________________________
(Name and Address of Assignee, including zip code,
must be printed or typewritten)
________________________________________________________________________________
the within Security, and all rights thereunder,
hereby irrevocably constituting and appointing
_____________________________________________________________________ Attorney
to transfer said Security on the books of the Company, with full power of
substitution in the premises.
Dated:
____________________________________________
NOTICE: The signature to this assignment must correspond with the name as
it appears upon the face of the within Security in every particular, without
alteration or enlargement of any change whatever.
