<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): December 16, 1996
MARRIOTT INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State of incorporation)
1-12188 52-0936594
(Commission File No.) (IRS Employer Identification No.)
10400 Fernwood Road, Bethesda, Maryland 20817
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (301) 380-3000
(Former name or former address, if changed since last report)
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Item 5. Other Events
The following holders of the Company's zero coupon subordinated Liquid Yield
Option Notes due 2011 (the "LYONs") have recently notified the Company that they
beneficially own the principal amounts at maturity of LYONs shown below, which
they may from time to time offer and sell pursuant to the Company's Registration
Statement No. 333-03795 under the Securities Act of 1933, as amended, relating
to the LYONs and the Prospectus dated October 9, 1996 included therein:
<TABLE>
<CAPTION>
Principal Amount
at Maturity
of LYONs
----------------
<S> <C>
BZW Securities Limited(1)....................... $50,000,000
Care America Life Insurance Company(2).......... $ 70,000
TCW Convertible Securities Fund, Inc.(3)........ $ 5,105,000
Transguard Insurance of America, Inc.(2)........ $ 100,000
United Teacher Associates Insurance Company(2).. $ 200,000
</TABLE>
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(1) An increase of $10,000,000 over the $40,000,000 previously disclosed to the
Company.
(2) The Company was not previously aware that these holders beneficially own
LYONs.
(3) The TCW Group, Inc. on behalf of the TCW Convertible Securities Fund
previously disclosed holdings of $4,995,000 to the Company.
SIGNATURES
Under the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
MARRIOTT INTERNATIONAL, INC.
By: /s/ Stephen E. Riffee
Stephen E. Riffee
Vice President, Finance and
Chief Accounting Officer
Date: December 16, 1996
2
