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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-1
(Amendment No. 3)
Tender Offer Statement Pursuant to Section
14(d)(1) of the Securities Exchange Act of 1934
and
SCHEDULE 13D
under the Securities Exchange Act of 1934
(Amendment No. 3)
RENAISSANCE HOTEL GROUP N.V.
(Name of Subject Company)
MARRIOTT INTERNATIONAL, INC.
MARRIOTT RHG ACQUISITION B.V.
(Bidders)
Common Stock, Par Value 0.01 Netherlands Guilders
(Title of Class of Securities)
N73689 10 6
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(CUSIP Number of Class of Securities)
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G. Cope Stewart III, Esq. Copy to:
Marriott International, Inc. Jeffrey J. Rosen, Esq.
10400 Fernwood Road O'Melveny & Myers LLP
Bethesda, Maryland 20817 555 13th Street, N.W., Suite 500W
(301) 380-9555 Washington, D.C. 20004-1109
(Name, Address and Telephone Number of Person Authorized to Receive (202) 383-5300
Notices and Communications on Behalf of Bidder)
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CALCULATION OF FILING FEE
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Transaction Valuation/1/: $956,610,000 Amount of Filing Fee/2/: $191,322
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/1/ For purposes of calculating the filing fee only. This calculation assumes
the purchase of (i) all 30,100,000 outstanding shares of Common Stock of
Renaissance Hotel Group N.V., and (ii) all 1,787,000 shares of Common Stock
issuable pursuant to outstanding stock options, in each case at $30.00 net
per share in cash.
/2/ The amount of the filing fee, calculated in accordance with Rule 0-11(d) of
the Securities Exchange Act of 1934, as amended, equals 1/50th of one
percent of the aggregate value of cash offered by Marriott International,
Inc. for such shares.
[X] CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY RULE 0-11(A)(2)
AND IDENTIFY THE FILING WITH WHICH THE OFFSETTING FEE WAS PREVIOUSLY PAID.
IDENTIFY THE PREVIOUS FILING BY REGISTRATION STATEMENT NUMBER, OR THE FORM
OR SCHEDULE AND THE DATE OF ITS FILING.
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Amount previously paid: $191,322 Filing Party: Marriott International,Inc.
Form or registration no.: Schedule 14D-1 Date Filed: February 24, 1997
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(CONTINUED ON FOLLOWING PAGE(S))
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This Amendment No. 3 to Schedule 14D-1 and Amendment No. 3 to Schedule 13D
amends and supplements the Tender Offer Statement on Schedule 14D-1 and the
Schedule 13D filed with the Securities and Exchange Commission (the
"Commission") on February 24, 1997, as amended (as so amended from time to time,
the "Schedule 14D-1"), by Marriott International, Inc., a Delaware corporation
(the "Purchaser") and Marriott RHG Acquisition B.V. (the "Acquisition
Subsidiary"), in respect of the tender offer (the "Offer") by the Purchaser for
all of the outstanding shares of Common Stock, par value 0.01 Netherlands
Guilders (the "Shares"), of Renaissance Hotel Group N.V. (the "Company"). The
Offer is being made pursuant to an Acquisition Agreement dated as of February
17, 1997 by and between the Company and the Purchaser. Capitalized terms not
defined herein have the meanings assigned thereto in the Schedule 14D-1 and the
Offer to Purchase, dated February 24, 1997, which is attached as Exhibit (a)(1)
to the Schedule 14D-1 (the "Offer to Purchase").
In connection with the foregoing, the Purchaser and the Acquisition
Subsidiary are hereby amending and supplementing the Schedule 14D-1 as follows:
ITEM 2. IDENTITY AND BACKGROUND
Item 2 (a)-(d), (g) of the Schedule 14D-1 is hereby amended and supplemented by
adding thereto the following:
On March 5, 1997, the Purchaser filed its Report on Form 10-K for the
fiscal year ended January 3, 1997 (the "1996 Purchaser 10-K"). In the 1996
Purchaser 10-K, and in connection with Mr. William J. Shaw's appointment as
President and Chief Operating Officer, effective March 31, 1997, the Purchaser
named certain additional individuals as executive officers in the 1996 Purchaser
10-K. Accordingly, the Schedule 14D-1 is hereby amended to add the individuals
named below as executive officers of the Purchaser (the "Additional Executive
Officers"). Also set forth below is each Additional Executive Officer's age,
present principal occupation or employment and five-year employment history.
The address of each Additional Executive Officer is c/o 10400 Fernwood Road,
Bethesda, Maryland 20817. All the Additional Executive Officers are citizens of
the United States.
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Name and Title Age Business Experience
with the Company
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Todd Clist 55 Todd Clist joined Marriott Corporation in 1968. Mr. Clist
Vice President; Executive Vice served as general manager of several hotels before being
President-Marriott Lodging named Regional Vice President, Midwest Region for
Marriott Hotels, Resorts & Suites in 1980. Mr. Clist
became Executive Vice President of Marketing for Marriott
Hotels, Resorts & Suites in 1985, and Senior Vice
President, Lodging Products and Markets in 1989. Mr.
Clist was named Executive Vice President and General
Manager for Fairfield in 1990, for both Fairfield Inn and
Courtyard in 1991, and for Fairfield Inn, Courtyard and
Residence Inn in 1993. In January 1994, Mr. Clist was
appointed to his current position.
Edwin D. Fuller 51 Edwin D. Fuller joined Marriott Corporation in 1972 and
Vice President; Executive Vice President held several sales positions before being appointed Vice
and Managing Director-Marriott Lodging President-Marketing in 1979. After serving as general
International manager at several Marriott hotels, Mr. Fuller became a
Regional Vice President in 1985 and was promoted to
Senior Vice President and Managing Director of Marriott
Lodging International in 1990. In January 1994, Mr. Fuller
was appointed to his current position.
Paul E. Johnson, Jr. 51 Paul E. Johnson, Jr. joined Marriott Corporation in 1983 in
Vice President; President-Marriott Senior Corporate Financial Planning & Analysis. In 1987, he was
Living Services promoted to Group Vice President of Finance and
Development for the Marriott Service Group and later
assumed responsibility for real estate development for
Marriott Senior Living Services. During 1989, he served as
Vice President and General Manager of Marriott's Travel
Plazas division. Mr. Johnson subsequently served as Vice
President and General Manager of Marriott Family
Restaurants from December 1989 through 1991. In October
1991, he was appointed as Executive Vice President and
General Manager of Marriott Senior Living Services, and in
June 1996 he was appointed to his current position.
Charles D. O'Dell 45 Charles D. O'Dell joined Marriott Corporation in 1979 and
Vice President; President-Marriott became a Regional Manager in Marriott Corporation's Roy
Management Services Rogers Division in 1981. Mr. O'Dell held several
management positions in that Division until 1985, when he
was named Division Vice President-Education in the Food
and Services Management Division. In 1986, Mr. O'Dell
became Senior Vice President of Business Food and
Auxiliary Services, and in November 1990 he was
appointed to his current position.
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<CAPTION>
Name and Title Age Business Experience
with the Company
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Robert T. Pras 55 Robert T. Pras joined Marriott Corporation in 1979 as
Vice President; President-Marriott Executive Vice President of Fairfield Farm Kitchens, the
Distribution Services predecessor of Marriott Distribution Services. In 1981, Mr.
Pras became Executive Vice President of Procurement and
Distribution. In May 1986, Mr. Pras was appointed to the
additional position of General Manager of Marriott
Corporation's Continuing Care Retirement Communities.
He was named Executive Vice President and General
Manager of Marriott Distribution Services in 1990. Mr.
Pras was appointed to his current position in January 1997.
James M. Sullivan 53 James M. Sullivan joined Marriott Corporation in 1980,
Vice President; Executive Vice departed in 1983 to acquire, manage, expand and
President-Lodging Development subsequently sell a successful restaurant chain, and returned
to Marriott Corporation in 1986 as Vice President of
Mergers and Acquisitions. Mr. Sullivan became Senior
Vice President, Finance-Lodging in 1989, Senior Vice
President-Lodging Development in 1990 and was appointed
to his current position in December 1995.
Stephen P. Weisz 46 Stephen P. Weisz joined Marriott Corporation in 1972 and
Vice President; Executive Vice was named Regional Vice President of the Mid-Atlantic
President - Marriott Lodging and Region in 1991. Mr. Weisz had previously served as
President - Marriott Vacation Club Senior Vice President of Rooms Operations before being
International appointed as Vice President of the Revenue Management
Group. Mr. Weisz became Senior Vice President of Sales
and Marketing for Marriott Hotels, Resorts and Suites in
August 1992 and Executive Vice President-Lodging Brands
in August 1994. In December 1996, Mr. Weisz was
appointed President-Marriott Vacation Club International.
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Item 2 (e) and (f) of the Schedule 14D-1 is hereby amended and supplemented by
adding thereto the following:
During the last five years, to the best knowledge of the Purchaser and the
Acquisition Subsidiary, none of the Additional Executive Officers has (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which such person
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting activities subject to, Federal or State securities
laws or finding any violation of such laws.
To the best knowledge of the Purchaser and the Acquisition Subsidiary, none
of the Additional Executive Officers has any contract, arrangement,
understanding or relationship with any other person with respect to any
securities of the Company, including, but not limited to, any contract,
arrangement, understanding or relationship concerning the transfer or the voting
of any securities of the Company, joint ventures, loan or option arrangements,
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puts or calls, guarantees of loans, guarantees against loss or the giving or
withholding of proxies.
To the best knowledge of the Purchaser and the Acquisition Subsidiary,
since July 1, 1993, none of the Additional Executive Officers (i) has had any
business relationships or transactions with the Company that would require
reporting under the rules of the Commission, or (ii) has had, except as set
forth in the Offer to Purchase, any contacts, negotiations or transactions
concerning a merger, consolidation or acquisition, tender offer or other
acquisition of securities, election of directors or a sale or other transfer of
a material amount of assets. To the best knowledge of the Purchaser and the
Acquisition Subsidiary, neither any Additional Executive Officer nor any
associate thereof beneficially owns any Shares or has effected any transactions
in the Shares since the date sixty (60) days prior to the commencement of the
Offer.
ITEM 10. ADDITIONAL INFORMATION
Item 10(f) of the Schedule 14D-1 is hereby amended and supplemented by the
addition of the following paragraphs thereto:
The introductory section of the initial paragraph of Section 15 of the
Offer to Purchase ("Conditions to the Offer") is hereby amended and restated to
read as follows:
"Notwithstanding any other provisions of the Offer, the Purchaser
shall not be required to accept for payment or, subject to any applicable
rules and regulations of the Commission including Rule 14e-l(c) under the
Exchange Act (relating to Purchaser's obligation to pay for or return
tendered Shares promptly after termination or withdrawal of the Offer), pay
for, and may delay the acceptance for payment of or, subject to the
restrictions referred to above, the payment for, any tendered Shares, and
may amend the Offer consistent with the terms of the Acquisition Agreement
and the Offer or terminate the Offer if (i) any applicable waiting period
under the HSR Act has not expired or terminated prior to the expiration of
the Offer, (ii) the Minimum Condition has not been satisfied, or (iii) at
any time on or after February 17, 1997 and at or before the Expiration
Date, any of the following events shall occur:"
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, each of the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: March 24, 1997
MARRIOTT INTERNATIONAL, INC.
By: /s/ William R. Tiefel
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Name: William R. Tiefel
Title: Executive Vice President
MARRIOTT RHG ACQUISITION B.V.
By: /s/ William R. Tiefel
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Name: William R. Tiefel
Title: Executive Director
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