<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
For Registration of Certain Classes of Securities
Under Section 12(b) or (g) of the
Securities Exchange Act of 1934
MARRIOTT INTERNATIONAL, INC.
------------------------------------
(Name of Registrant as specified in its charter)
Delaware 52-0936594
---------------------- -------------------------------
(State of Incorporation) (IRS Employer Identification No.)
1-12188
-------------------
(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
Securities to be registered pursuant to Section 12(b) of the Act:
Preferred Stock Purchase Rights
-------------------------------
(Title of class)
Chicago Stock Exchange
New York Stock Exchange
Pacific Stock Exchange
Philadelphia Stock Exchange
-------------------------------------------------------------
(Name of each exchange on which each class is to be registered)
Securities to be registered under Section 12(g) of the Act
None
--------------
(Title of Class)
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
On September 30, 1997, Marriott International, Inc. (the "Company")
executed and delivered an Amendment (the "Amendment") to the Rights Agreement,
dated as of October 8, 1993, between the Company and The Bank of New York, as
Rights Agent (the "Rights Agent") (the "Rights Agreement"). The Amendment is
filed herewith as Exhibit 1 and is incorporated herein by reference. The
Amendment was entered into immediately prior to the execution and delivery of
the Agreement and Plan of Merger (the "Merger Agreement"), dated as of September
30, 1997, among the Company, Marriott-ICC Merger Corp., New Marriott MI, Inc.,
Sodexho Alliance, S.A. and International Catering Corporation. The Amendment,
among other things, excludes from the definition of an "Acquiring Person" in the
Rights Agreement any Person who or which, together with all Affiliates and
Associates, becomes the Beneficial Owner of 20% or more of the shares of Common
Stock then outstanding solely as a result of the transactions relating to and
contemplated by the Merger Agreement. Second, the Amendment amends Section
11(a)(ii) to exclude from its provisions any Person who or which, together with
all Affiliates and Associates, becomes the Beneficial Owner of 20% or more of
the shares of Common Stock then outstanding solely as a result of the
transactions relating to and contemplated by the Merger Agreement. Third, the
Amendment amends Section 11(n) to exclude from its provisions any transactions
relating to and contemplated by the Merger Agreement. Finally, the Amendment
amends Section 13(a) to exclude from its provisions any Person who or which,
together with all Affiliates and Associates, becomes the Beneficial Owner of 20%
or more of the shares of Common Stock then outstanding solely as a result of the
transactions relating to and contemplated by the Merger Agreement.
ITEM 2. EXHIBITS
1. Amendment No. 1 to Rights Agreement dated as of September 30, 1997 between
Marriott International, Inc. and the Bank of New York, as Rights Agent.
SIGNATURE
Under the requirements of Section 12 of the Securities Exchange of 1934,
the Registrant has duly caused this registration statement to be signed on its
behalf by the undersigned thereto duly authorized.
MARRIOTT INTERNATIONAL, INC.
Dated: October 15, 1997 By: /s/ Joseph Ryan
------------------------------------
Name: Joseph Ryan
Title: Executive Vice President and
General Counsel
2
<PAGE>
Amendment No. 1 to Rights Agreement
-----------------------------------
This Amendment No. 1, dated as of September 30, 1997, amends the
Rights Agreement dated as of October 8, 1993 (the "Rights Agreement") between
Marriott International, Inc., a Delaware corporation (the "Company"), and The
Bank of New York, a New York banking corporation (the "Rights Agent"). Terms
not otherwise defined herein are used herein as defined in the Rights Agreement.
W I T N E S S E T H
-------------------
WHEREAS, on September 27, 1993 (the "Rights Dividend Declaration
Date"), the Board of Directors of the Company authorized and declared a dividend
distribution of one Right for each share of Common Stock of the Company
outstanding at the close of business on October 8, 1993 (the "Record Date"), and
authorized the issuance of one Right for each share of Common Stock of the
Company issued between the Record Date (whether originally issued or delivered
from the Company's treasury) and the Distribution Date, each Right initially
representing the right to purchase one one-thousandth of a share of Series A
Junior Participating Preferred Stock of the Company having the rights, powers
and preferences set forth in the form of Certificate of Designation, Preferences
and Rights attached as Exhibit A to the Rights Agreement, upon the terms and
subject to the conditions set forth in the Rights Agreement (the "Rights"); and
WHEREAS, pursuant to Sections 26 and 28 of the Rights Agreement, the
Company now desires to amend certain provisions of the Rights Agreement in order
to supplement certain provisions therein;
NOW, THEREFORE, the Rights Agreement is hereby amended as follows:
1. Section 1(a) is amended by adding the following at the end thereof:
"; and, provided, further, that no Person who or which, together with
all Affiliates and Associates of such Person, becomes the Beneficial
Owner of 20% or more of the shares of Common Stock then outstanding
solely as a result of the transactions relating to and contemplated by
the Agreement and Plan of Merger dated as of September 30, 1997 by and
among the Company, Marriott-ICC Merger Corp., New Marriott MI, Inc.,
Sodexho Alliance, S.A. and International Catering Corporation shall be
deemed an Acquiring Person for any purpose of this Agreement."
<PAGE>
2. Section 11(a)(ii) is amended by adding the following at the end
thereof:
"Notwithstanding the foregoing, the provisions of this Section
11(a)(ii) shall not apply to any Person who or which, together with
all Affiliates and Associates of such Person, becomes the Beneficial
Owner of 20% or more of the shares of Common Stock then outstanding
solely as a result of the transactions relating to and contemplated by
the Agreement and Plan of Merger dated as of September 30, 1997 by and
among the Company, Marriott-ICC Merger Corp., New Marriott MI, Inc.,
Sodexho Alliance, S.A. and International Catering Corporation."
3. Section 11(n) is amended by adding the following at the end thereof:
"Notwithstanding the foregoing, the provisions of this Section 11(n)
shall not apply to any of the transactions relating to and
contemplated by the Agreement and Plan of Merger dated as of September
30, 1997 by and among the Company, Marriott-ICC Merger Corp., New
Marriott MI, Inc., Sodexho Alliance, S.A. and International Catering
Corporation."
4. Section 13(a) is amended by adding the following at the end thereof:
"Notwithstanding the foregoing, the provisions of Section 13(a) shall
not apply to any Person who or which, together with all Affiliates and
Associates of such Person, becomes the Beneficial Owner of 20% or more
of the shares of Common Stock then outstanding solely as a result of
the transactions relating to and contemplated by the Agreement and
Plan of Merger dated as of September 30, 1997 by and among the
Company, Marriott-ICC Merger Corp., New Marriott MI, Inc., Sodexho
Alliance, S.A. and International Catering Corporation."
5. Except as expressly herein set forth, the remaining provisions of the
Rights Agreement shall remain in full force and effect.
2
<PAGE>
IN WITNESS WHEREOF, this Amendment No. 1 has been signed to be effective as
of this 30th day of September 1997 by authorized representatives of each of the
Company and the Rights Agent.
Marriott International, Inc.
By: /s/ Raymond G. Murphy
-------------------------------------------
Title: Sr. Vice-President Finance and Treasurer
The Bank of New York
By: /s/ Raymond Romanski
--------------------------------------------
Title: Vice President
3
