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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-1
(Amendment No. 4)
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. 4)
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)
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 (202) 383-5300
Person Authorized to Receive
Notices and Communications on Behalf of Bidder)
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. 4 to Schedule 14D-1 and Amendment No. 4 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, as assigned to the Acquisition Subsidiary pursuant to that
Assignment dated as of March 12, 1997 between the Parent and the Acquisition
Subsidiary. 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 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6(a)-(b) of the Schedule 14D-1 is hereby amended and supplemented
by adding thereto the following:
The Offer expired at 12:01 a.m., New York City time, on Saturday, March
29, 1997. Based on information provided by the Depositary, First Chicago
Trust Company of New York, 30,068,599 Shares which were validly tendered and
not withdrawn as of the expiration of the Offer including 186,600 Shares
which were tendered pursuant to guaranteed delivery procedures. On March
29, 1997, the Acquisition Subsidiary accepted for payment and, therefore,
purchased all such Shares at the Offer price of $30.00 per Share. As a
result, the Acquisition Subsidiary beneficially owns 30,068,599 of the
outstanding Shares of the Company (approximately 99.9% of outstanding
Shares).
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATION-
SHIPS WITH RESPECT TO THE SUBJECT COMPANY'S SECURITIES.
Item 7 of the Schedule 14D-1 is hereby amended and supplemented by
adding thereto the following:
By executing the Letter of Transmittal, each tendering shareholder has
appointed designees of the Purchaser as such shareholders' proxies with
respect to the tendered Shares. All such proxies became effective as of the
Acquisition Subsidiary's acceptance of payment of the Shares tendered in
response to the Offer. Such proxies are irrevocable and coupled with an
interest in the tendered Shares.
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ITEM 10. ADDITIONAL INFORMATION.
Item 10 of the Schedule 14D-1 is hereby amended and supplemented by
adding thereto the following:
On March 31, 1997, the Purchaser issued the press release attached
hereto as Exhibit (a)(10). The full text of the press release is
incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 of the Schedule 14D-1 is hereby amended and supplemented by
adding thereto the following:
(a)(10) Press Release dated March 31, 1997.
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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 31, 1997
MARRIOTT INTERNATIONAL, INC.
By: /s/ Michael A. Stein
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Name: Michael A. Stein
Title: Executive Vice President
and Chief Financial Officer
MARRIOTT RHG ACQUISITION B.V.
By: /s/ Michael A. Stein
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Name: Michael A. Stein
Title: Executive Director
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EXHIBIT INDEX
Exhibit Description
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(a)(10) Press Release dated March 31, 1997
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Exhibit (a)(10)
MARRIOTT INTERNATIONAL COMPLETES ACQUISITION
OF RENAISSANCE HOTEL GROUP
WASHINGTON, D.C., March 31, 1997 -- Marriott International, Inc. (MAR/NYSE)
today announced that it has completed the acquisition of Renaissance Hotel Group
N.V. (RHG/NYSE), a premier operator and franchisor of 150 hotels (46,425 rooms)
in 38 countries.
The shareholders of the Renaissance Hotel Group received $30 per share in cash.
As announced on February 18, Marriott agreed to acquire Renaissance Hotel Group
for a total acquisition cost of approximately $1 billion, including transaction
costs and existing net debt of Renaissance.
J.W. Marriott, Jr., chairman and chief executive officer of Marriott
International, said, "We are very pleased to complete the acquisition of the
Renaissance Hotel Group, which adds three premier brands to our lodging business
and more than doubles Marriott's presence in markets outside the United States.
We have significantly expanded our access to customers in new and emerging
markets worldwide with the addition of these powerful brands."
Combined, Marriott and Renaissance Hotel Group currently operate or franchise
1,300 hotels with approximately 275,000 rooms. As part of the acquisition,
Marriott has a strategic alliance for future hotel development with the Hong
Kong-based New World Development Co., Ltd., the principal Renaissance
shareholder prior to the transaction.
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Renaissance Hotel Group operates or franchises its hotels and resorts under
three well-established brand names: Renaissance is a quality international
brand for business and leisure travelers; New World is a quality hotel brand in
Asia and the Pacific region; and, Ramada International is a mid-priced lodging
brand outside of the United States and Canada. Renaissance Hotel Group also
master licenses the Ramada name in the United States and Canada to others under
long-term agreements. The company does not have any significant owned real
estate.
Of the 30,100,000 Renaissance Hotel Group common stock shares outstanding at the
time of Marriott's tender offer, 30,068,599 shares were tendered, including
186,600 shares tendered pursuant to notices of guaranteed delivery. By the
tender offer deadline of 12:01 a.m. March 29, 1997, 31,401 shares had not yet
been tendered.
MARRIOTT INTERNATIONAL, INC., is the world's leading hospitality company, with
approximately 4,700 operating units in the United States and 30 other countries
and territories. Major businesses include hotels operated and franchised under
the Marriott, Ritz-Carlton, Courtyard, Fairfield Inn, Residence Inn, TownePlace
Suites, and Executive Residences brands; vacation ownership resorts; food
service and facilities management for clients in business, education and health
care, senior living communities and services; and food service distribution.
The company is headquartered in Washington, D.C. and has approximately 192,000
employees. For its latest fiscal year, the company reported total sales of
$10.2 billion.
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