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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): June 21, 1997
MARRIOTT INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
Delaware
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(State of incorporation)
1-12188 52-0936594
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(Commission File No.) (IRS Employer Identification No.)
10400 Fernwood Road, Bethesda, Maryland 20817
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(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 2. ACQUISITION OR DISPOSITION OF ASSETS
On June 21, 1997, the Registrant completed the sale to Host Marriott
Corporation ("Host Marriott") of all of the issued and outstanding stock of
Forum Group, Inc. ("Forum Group"). The aggregate sales value to the registrant,
comprised of cash, notes from Host Marriott, and the registrant's share of
outstanding debt of Forum Group, is approximately $540 million, including
approximately $87 million to be received as expansions at certain communities
are completed. Marriott Senior Living Services, Inc., a subsidiary of the
registrant, will continue to operate the 29 senior living communities owned by
Forum Group under long-term agreements.
The registrant and its subsidiaries manage or franchise, under the
"Marriott" brands, substantially all of the hotel properties owned or controlled
by Host Marriott and its subsidiaries. The registrant has provided, and expects
to provide in the future, financing to Host Marriott for a portion of the cost
of acquiring properties to be operated or franchised by the registrant. The
registrant has guaranteed Host Marriott's and its affiliates' performance of
certain guarantees and debt obligations totaling approximately $115 million at
March 28, 1997, and the registrant has the right to purchase up to 20% of the
voting stock of Host Marriott if certain events involving a change in control of
Host Marriott occur. The registrant also provides Host Marriott with various
administrative and consulting services and a sublease of office space at the
Marriott headquarters building.
J.W. Marriott, Jr., the Chairman of the Board and Chief Executive Officer
of the registrant, is a director of Host Marriott. Richard E. Marriott, the
Chairman of the Board of Host Marriott, is a director of the registrant. J.W.
Marriott, Jr. beneficially owns approximately 10.6% and 6.60% of the outstanding
common stock of the registrant and Host Marriott, respectively, and Richard E.
Marriott beneficially owns approximately 10.4% and 6.67% of the outstanding
common stock of the registrant and Host Marriott, respectively (some of such
shares are beneficially owned by both J.W. Marriott, Jr. and Richard E.
Marriott). J.W. Marriott, Jr. and Richard E. Marriott are brothers.
The attached news release, which is incorporated herein by reference,
provides additional information regarding the transaction.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(b) Pro Forma Financial Information
Pro forma financial information regarding the transaction reported in Item
2 above is not included in this report. In accordance with Regulation S-K
promulgated by the Securities and Exchange Commission, the required pro forma
financial information will be filed by amendment to this report not later than
60 days after the date on which this report is required to be filed.
(c) Exhibits
Exhibit 99(1) News Release dated June 24, 1997.
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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/ STEPHEN E. RIFFEE
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Stephen E. Riffee
Vice President, Finance and
Chief Accounting Officer
Date: July 7, 1997
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Exhibit 99(1)
MARRIOTT INTERNATIONAL COMPLETES SALE OF 29 SENIOR LIVING COMMUNITIES, WILL
CONTINUE OPERATING THE COMMUNITIES UNDER LONG-TERM AGREEMENTS
WASHINGTON, D.C., June 24, 1997--Marriott International, Inc. (MAR / NYSE)
today announced it has completed the sale of 29 of its senior living communities
to Host Marriott Corporation (HMT / NYSE). Host Marriott purchased all of the
common stock of Forum Group, Inc., the owner of the communities, from Marriott
International. Marriott Senior Living Services will continue to operate these
communities under long-term agreements. The aggregate sales value to Marriott,
comprised of cash, notes from Host Marriott, and Marriott's share of outstanding
debt of Forum Group, Inc., is approximately $540 million, including
approximately $87 million to be received as expansions at certain communities
are completed.
Over the next decade, it is estimated that the number of Americans age 85
and older will increase by more than 40 percent, while those age 75 and older
will grow by over 25 percent. These strong demographic trends make senior living
services an attractive growth business for Marriott, said William J. Shaw,
president and chief operating officer of Marriott International. According to
Mr. Shaw, Marriott Senior Living Services expects to operate over 200
communities by the year 2000. Marriott Senior Living Services now provides
housing, food service, social activities and skilled nursing care to seniors at
79 communities totaling more than 15,700 living units in 21 states and is the
largest operator of quality-tier senior housing in the United States. Marriott
facilities for seniors include Brighton Gardens and National Guest Homes
assisted living communities, as well as independent full-service and lifecare
communities.
The 29 communities in the transaction are located in 11 states and will
include approximately 6,300 living units. After closing, Marriott expects to
complete the addition of approximately 900 suites or nursing care beds at
certain of the communities.
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MARRIOTT INTERNATIONAL, INC. is the world's leading hospitality company,
with over 4,800 operating units in the United States and 50 other countries and
territories. Major businesses include hotels operated and franchised under the
Marriott, Ritz-Carlton, Courtyard, Fairfield, Residence Inn, TownePlace Suites,
Executive Residences, Renaissance, New World and Ramada International 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 225,000 employees. For its 1996 fiscal year, Marriott
International reported total sales of $10.2 billion.
Note: This press release contains "forward-looking statements" within the
meaning of federal securities law. These forward-looking statements include,
among others, statements concerning the number of senior living communities and
units expected to be added in future years; business strategies and their
anticipated results; demographic trends in the United States; and similar
statements concerning anticipated future events and expectations that are not
historical facts. The forward-looking statements in this press release are
subject to numerous risks and uncertainties which could cause actual results to
differ materially from those expressed in or implied by those statements,
including competition within the senior living industry, the balance between
supply of and demand for senior living accommodations, the Company's continued
ability to obtain new operating contracts on current terms, the Company's
relations with current and potential retirement community owners, the effect of
national and regional economic conditions, receipt of governmental approvals
required to construct planned expansions to existing communities, the
availability of capital to fund such expansions, and other risks described from
time to time in the Company's filings with the Securities and Exchange
Commission.
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Contact: Tom Marder, 301/380-2553
