<PAGE>
As filed with the Securities and Exchange Commission on October 31, 1997
Registration No. 33-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MARRIOTT INTERNATIONAL, INC.
(Exact name of issuer as specified in its charter)
Delaware 52-0936594
(State or other jurisdiction of (I.R.S.Employer Identification No.)
incorporation or organization)
10400 Fernwood Road, Bethesda, Maryland 20817
(Address of principal Executive Offices, including zip code)
MARRIOTT INTERNATIONAL, INC. EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
Joseph Ryan, Executive Vice President and General Counsel
Marriott International, Inc.
10400 Fernwood Road, Bethesda, Maryland 20817
(name and address of agent for service)
(301) 380-3000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed maximum Amount of registration
Title of Securities to be Amount to be offering price per aggregate offering price fee
registered registered share (3) (3) (3)
- ------------------------- ------------------ ------------------ ------------------------ -----------------------
<S> <C> <C> <C> <C>
Common Stock, $1
Par Value Per 2,500,000 shares $ 68.20 $ 170,500,000 $ 51,667
Share (1)(2)
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Includes rights ("Rights") issuable pursuant to that certain Rights
Agreement dated as of October 8, 1993, which Rights are currently carried and
traded with shares of the Registrant's Common Stock (including shares registered
hereunder). The value attributable to the Rights, if any, is reflected in the
value of the Registrant's Common Stock.
(2) In addition, pursuant to Rule 416 under the Securities Act of 1993, this
registration statement also covers an indeterminate number of additional shares
that may be offered or issued pursuant to the Plan as a result of stock splits,
stock dividends or similar transactions.
<PAGE>
(3) The filing fee was determined in accordance with Rule 457(h)(l) on the
basis of the average of the high and low prices reported in the consolidated
reporting system for the Registrant's common stock on October 28,1997.
2
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
Item 3. Incorporation of Documents by Reference.
The following documents filed by Marriott International, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference into this Registration Statement (the "Registration
Statement") and made a part thereof:
(a) Registration Statement on Form S-8 (registration no. 33-69990),
registering 3,500,000 shares of Common Stock of the Company under the Company's
Employee Stock Purchase Plan (the "Plan").
(b) Annual Report on Form 10-K of Marriott International, Inc. for the
fiscal year ended January 3, 1997.
(c) Quarterly Reports of Marriott International, Inc. on Form 10-Q for
the fiscal quarters ended March 28,1997, June 20,1997, and September 12,
1997.
(d) Current Report on Form 8-K filed February 19, 1997.
(e) Current Report on Form 8-K filed March 27, 1997.
(f) Current Report on Form 8-K filed April 14, 1997.
(g) Current Report on Form 8-K filed July 7, 1997, as amended by Form
8-K/A filed September 3, 1997.
(h) Current Report on Form 8-K filed September 5, 1997.
(i) Current Report on Form 8-K filed September 26, 1997.
(j) Current Report on Form 8-K filed October 8, 1997.
(k) Description of the Company's Common Stock and Rights contained in
the Company's registration statement on Form 8-A dated September 30, 1993,
as amended by Amendment No. 1 contained in the Company's Form 8-A/A dated
October 15, 1997.
In addition to the foregoing, all documents subsequently filed by the
Company under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (before
the filing of a post-effective amendment to the registration statement which
indicates that all securities offered hereby have been issued or that
deregisters all securities then remaining hereunder) shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.
Item 5. Interest of Named Experts and Counsel.
The consolidated financial statements of the Company included in the Annual
Report on Form 10-K under the Exchange Act for the fiscal year ended January 3,
1997 which is incorporated in this Registration Statement by reference, have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports with respect thereto, and are incorporated herein by
reference in reliance upon the authority of said firm as experts in giving said
reports.
Joseph Ryan, who issued the opinion of the Company's Law Department on the
legality of the shares of common stock of the Company offered under this
Registration Statement is Executive Vice
3
<PAGE>
President and General Counsel of the Company. Mr. Ryan currently owns Company
common stock and restricted and deferred Company common stock. He also holds
employee stock options to purchase Company common stock.
Item 6. Indemnification of Directors and Officers.
Article Eleventh and Article Sixteenth of the Company's Restated
Certificate of Incorporation (the "Certificate") and Section 7.7 of the
Company's Restated Bylaws limit the personal liability of directors to the
Company or its shareholders for monetary damages for breach of fiduciary duty.
These provisions of the Company Certificate are collectively referred to herein
as the "Director Liability and Indemnification Provisions."
The Director Liability and Indemnification Provisions define and clarify
the rights of individuals, including Company directors and officers, to
indemnification by the Company in the event of personal liability or expenses
incurred by them as a result of litigation against them. Such provisions are
consistent with Section 102(b)(7) of the Delaware General Corporation Law, which
is designed, among other things, to encourage qualified individuals to serve as
directors of Delaware corporations by permitting Delaware corporations to
include in their certificates of incorporation a provision limiting or
eliminating directors' liability for monetary damages and with other existing
Delaware General Corporation Law provisions permitting indemnification of
certain individuals, including directors and officers. The limitations of
liability in the Director Liability and Indemnification Provisions may not
affect claims arising under the federal securities laws.
In performing their duties, directors of a Delaware corporation are
obligated as fiduciaries to exercise their business judgment and act in what
they reasonably determine in good faith, after appropriate consideration, to be
the best interests of the corporation and its shareholders. Decisions made on
that basis are protected by the so-called "business judgment rule." The
business judgment rule is designed to protect directors from personal liability
to the corporation or its shareholders when business decisions are subsequently
challenged. However, the expense of defending lawsuits, the frequency with
which unwarranted litigation is brought against directors and the inevitable
uncertainties with respect to the outcome of applying the business judgment rule
to particular facts and circumstances mean that, as a practical matter,
directors and officers of a corporation rely on indemnity from, and insurance
procured by, the corporation they serve, as a financial backstop in the event of
such expenses or unforeseen liability. The Delaware legislature has recognized
that adequate insurance and indemnity provisions are often a condition of an
individual's willingness to serve as director of a Delaware corporation. The
Delaware General Corporation Law has for some time specifically permitted
corporations to provide indemnity and procure insurance for it's directors and
officers.
Recent changes in the market for directors and officers liability insurance
have resulted in the
4
<PAGE>
unavailability for directors and officers of many corporations of any meaningful
liability insurance coverage. Insurance carriers have in certain cases declined
to renew existing directors and officers liability policies, or have increased
premiums to such an extent that the cost of obtaining such insurance becomes
prohibitive. Moreover, current policies often exclude coverage for areas where
the service of qualified independent directors is most needed. For example, many
policies do not cover liabilities or expenses arising from directors' and
officers' activities in response to attempts to take over a corporation. Such
limitations on the scope of insurance coverage, along with high deductibles and
low limits of liability, have undermined meaningful directors and officers
liability insurance coverage.
The unavailability of meaningful directors and officers liability insurance
is attributable to a number of factors, many of which are affecting the
liability insurance industry generally, including granting of unprecedented
damages awards and reduced investment income on insurance company investments.
According to published sources, the inability of corporations to provide
meaningful directors and officers liability insurance has had a damaging effect
on the ability of public corporations to recruit and retain corporate directors.
Although the Company has not experienced this problem, the Company believes it
is necessary to take every possible step to ensure that they will be able to
attract the best possible officers and directors.
Set forth below is a description of the Director Liability and
Indemnification Provisions. Such description is intended as a summary only and
is qualified in its entirety by reference to the Company Certificate and the
Company Bylaws.
Elimination of Liability in Certain Circumstances. Article Sixteenth of
the Company Certificate protects directors against monetary damages for breaches
of their fiduciary duty of care, except as set forth below. Under the Delaware
General Corporation Law, absent such liability provisions as are provided in
Article Sixteenth, directors could generally be held liable for gross negligence
for decisions made in the performance of their duty of care but not for simple
negligence. Article Sixteenth eliminates director liability for negligence in
the performance of their duties, including gross negligence. In a context not
involving a decision by the directors (i.e., a suit alleging loss to the Company
due to the directors' inattention to a particular matter) a simple negligence
standard might apply. Directors remain liable for breaches of their duty of
loyalty to the Company and its shareholders, as well as acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of law
and transactions from which a director derives improper personal benefit.
Article Sixteenth does not eliminate director liability under Section 174 of the
Delaware General Corporation Law, which makes directors personally liable for
unlawful dividends or unlawful stock repurchases or redemptions and expressly
sets forth a negligence standard with respect to such liability.
While the Director Liability and Indemnification Provisions provide
directors with protection from awards of monetary damages for breaches of the
duty of care, they do not eliminate the directors' duty of care. Accordingly,
these provisions will have no effect on the availability of equitable remedies
such as an injunction or rescission based upon a director's breach of the duty
of care. Article Sixteenth which eliminates liability, as described above, will
apply to officers of the Company only if they are directors of the Company and
are acting in their capacity as directors, and will not apply to officers of the
Company who are not directors. The elimination of liability of directors for
monetary damages in the circumstances described above may deter persons from
bringing third-party or derivative actions against directors to the extent such
actions seek monetary damages.
Indemnification and Insurance. Under Section 145 of the Delaware General
Corporation Law, directors and officers as well as other employees and
individuals may be indemnified against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with specified
actions, suits or proceedings, whether civil, criminal, administrative or
investigative, other than an action by or in the right of the corporation (a
"derivative action"), if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
company, and with respect to any criminal action or proceeding, had no
reasonable cause to
5
<PAGE>
believe their conduct was unlawful. A similar standard of care is applicable in
the case of the derivative actions, except that indemnification only extends to
expenses (including attorneys' fees) incurred in connection with defense or
settlement of such an action, and the Delaware General Corporation Law requires
court approval before there can be any indemnification where the person seeking
indemnification has been found liable to the Company.
Section 7.7 of the Company Bylaws provides as follows:
Section 7.7(a). The Company shall indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
the Company) by reason of the fact that such person is or was a director,
officer or employee of the Company, or is or was serving at the request of
the Company as a director, officer, employee or agent of another Company,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection
with such action, suit or proceeding if such person acted in good faith and
in a manner such person reasonably believed to be in or not opposed to the
best interests of the Company, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe such person's conduct was
unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which such person reasonably believed
to be in or not opposed to the best interests of the Company, and, with
respect to any criminal action or proceeding, had reasonable cause to
believe that such person's conduct was unlawful.
(b) The Company shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the Company to procure a judgment in
its favor by reason of the fact that such person is or was a director,
officer or employee of the Company, or is or was serving at the request of
the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection with the defense or settlement of such action or
suit if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
Company and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to
be liable to the Company unless and only to the extent that the Court of
Chancery of the State of Delaware or the court in which such action or suit
was brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such person
is fairly and reasonably entitled to indemnity for such expenses which the
Court of Chancery or such other court shall deem proper.
(c) To the extent that a director, officer or employee of the Company
has been successful on the merits or otherwise in defense of any action,
suit or proceeding referred to in subsections (a) and (b) of this Section
7.7, or in defense of any claim, issue or matter therein, such person shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith. For purposes of
determining the reasonableness of any such expenses, a certification to
such effect by any member of the Bar of the State of Delaware, which member
of the Bar may have acted as counsel to any such director, officer or
employee, shall be binding upon the Company unless the Company establishes
that the certification was made in bad faith.
(d) Any indemnification under subsections (a) and (b) of this Section
7.7 (unless
6
<PAGE>
ordered by a court) shall be made by the Company only as authorized in the
specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because any such
person has met the applicable standard of conduct set forth in subsections
(a) and (b) of this Section 7.7. Such determination shall be made (1) by
the Board of Directors, by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding, or (2)
if such a quorum is not obtainable, or, even if obtainable a quorum of
disinterested directors so directs, by independent legal counsel in a
written opinion, or (3) by the shareholders.
(e) Expenses (including attorneys' fees) incurred by an officer,
director or employee of the Company in defending any civil, criminal,
administrative or investigative action, suit or proceeding, shall be paid
by the Company in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director,
officer, employee or agent to repay such amount if it shall ultimately be
determined that any such person is not entitled to be indemnified by the
Company as authorized by this Section 7.7.
(f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this Section 7.7 shall not be
deemed exclusive of any other rights to which any person seeking
indemnification or advancement of expenses may be entitled under any bylaw,
agreement, vote of shareholders or disinterested directors or otherwise,
both as to action in such person's official capacity and as to action in
another capacity while holding such office.
(g) The Company may but shall not be required to purchase and
maintain insurance on behalf of any person who is or was a director,
officer or employee of the Company, or is or was serving at the request of
the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
any liability asserted against such person and incurred by such person in
any capacity, or arising out of such person's status as such, whether or
not the Company would have the power to indemnify such person against such
liability under this Section 7.7.
(h) For purposes of this Section 7.7, references to "the Company"
shall include, in addition to the resulting Company, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued,
would have had the power and authority to indemnify its directors,
officers, and employees, so that any person who is or was a director,
officer or employee of such constituent corporation, or is or was serving
at the request of such constituent corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust
or other enterprise, shall stand in the same position under this Section
7.7 with respect to the resulting or surviving corporation as such person
would have had with respect to such constituent corporation if its separate
existence had continued.
(i) For purposes of this Section 7.7, references to "other
enterprises" shall include employee benefit plans; references to "fines"
shall include any excise taxes assessed on a person with respect to any
employee benefit plan; and references to "serving at the request of the
Company" shall include any service as a director, officer or employee of
the Company which imposes duties on, or involves services by, such
director, officer or employee with respect to an employee benefit plan, its
participants or beneficiaries; and a person who acted in good faith and in
a manner such person reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be deemed
to have acted in a manner "not opposed
7
<PAGE>
to the best interests of the Company" as referred to in this Section 7.7.
(j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this Section 7.7 shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
(k) This Section 7.7 shall be interpreted and construed to accord, as
a matter of right, to any person who is or was a director, officer or
employee of the Company or is or was serving at the request of the Company
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, the full measure of
indemnification and advancement of expenses permitted by Section 145 of the
Business Corporation Law of the State of Delaware.
(l) Any person seeking indemnification or advancement of expenses by
virtue of such person being or having been a director, officer or employee
of the Company may seek to enforce the provisions of this Section 7.7 by an
action in law or equity in any court of the United States or any state or
political subdivision thereof having jurisdiction of the parties. Without
limitation of the foregoing, it is specifically recognized that remedies
available at law may not be adequate if the effect thereof is to impose
delay on the immediate realization by any such person of the rights
conferred by this Section 7.7. Any costs incurred by any person in
enforcing the provisions of this Section 7.7 shall be an indemnifiable
expense in the same manner and to the same extent as other indemnifiable
expenses under this Section 7.7.
(m) No amendment, modification or repeal of this Section 7.7 shall
have the effect of or be construed to limit or adversely affect any claim
to indemnification or advancement of expenses made by any person who is or
was a director, officer or employee of this Company with respect to any
state of facts which existed prior to the date of such amendment,
modification or repeal. Accordingly, any amendment, modification or repeal
of this Section 7.7 shall be deemed to have prospective application only
and shall not be applied retroactively.
Article Eleventh of the Company Certificate provides that a person who was
or is made a party to, or is involved in, any action, suit or proceeding by
reason of the fact that he is or was a director, officer or employee of the
Company will be indemnified by the Company against all expenses and liabilities,
including counsel fees, reasonably incurred by or imposed upon him, except in
such cases where the director, officer or employee is adjudged guilty of willful
misfeasance or malfeasance in the performance of his duties. Article Eleventh
also provides that the right of indemnification shall be in addition to and not
exclusive of all other rights to which such director, officer or employee may be
entitled.
Item 8. Exhibits.
No. Description
--- -----------
(4) (a) The Marriott International Inc. Employee Stock Purchase
Plan, as amended (incorporated by reference to Appendix B
to Proxy Statement for the Annual Meeting of Shareholders
held on May 9, 1997).
8
<PAGE>
(b) Restated By-Laws of the Company as amended February 6,
1997 (incorporated by reference to Exhibit 4 to Form 10-Q
for the quarter ended September 12, 1997).
(c) Rights Agreement between the Company and the Bank of New
York (incorporated by Reference to Exhibit No. 4.2 to Form
8-K dated October 25, 1993).
(d) Amendment No. 1 to Rights Agreement dated September 30,
1997 between the Company and Bank of New York (incorporated
by reference to Exhibit 1 to Form 8-A/A dated October 15,
1997).
(5) (a) Opinion of Marriott International, Inc.'s Law Department
regarding the legality of the securities being registered
for issuance under the Plan.
(23) (a) Consent of Arthur Andersen LLP
(b) The consent of Marriott International Inc.'s Law
Department is contained in the opinion of such counsel
filed as Exhibit 5(a) to this Registration Statement.
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to include any material
information with respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such information in the
registration statement.
2. That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. To remove from registration by means of a post-effective amendment any
of the securities being registered that remain unsold at the termination of the
offering.
4. That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant to section 13(a)
or section l5(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report under section l5(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall
9
<PAGE>
be deemed to be the initial bona fide offering thereof.
5. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in said Act and therefore
may be unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling persons of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether or not such indemnification by it is against public policy as
expressed in the Act, and will be governed by the final adjudication of such
issue.
10
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the County of Montgomery, State of Maryland, on this 31st of
October, 1997.
MARRIOTT INTERNATIONAL, INC.
By /s/ J. W. Marriott, Jr.
-----------------------------
J. W. Marriott, Jr.
Chairman of the Board and
Chief Executive Officer
POWERS OF ATTORNEY
Each person whose signature appears below constitutes and appoints J .W.
Marriott, Jr. and Michael A. Stein as his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for such person and
in his name, place and stead, in any and all capacities, to sign any or all
further amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on behalf
of the Company in the capacities and on the date indicated above.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
PRINCIPAL EXECUTIVE OFFICER:
/s/ J. W. Marriott, Jr.
------------------------ Chairman of the Board and Chief Executive Officer
J. W. Marriott, Jr.
PRINCIPAL FINANCIAL OFFICER:
/s/ Michael A. Stein Executive Vice President and Chief Financial Officer
------------------------
Michael A. Stein
</TABLE>
11
<PAGE>
PRINCIPAL ACCOUNTING OFFICER:
/s/ Stephen Riffee
- ------------------------- Vice President- Finance and
Stephen Riffee Chief Accounting Officer
DIRECTORS:
/s/ Richard E. Marriott
- ---------------------------
Richard E. Marriott Director
/s/ Henry Kar Shun Cheng
- ---------------------------
Henry Kar Shun Cheng Director
/s/ Gilbert M. Grosvenor
- ---------------------------
Gilbert M. Grosvenor Director
/s/ Floretta Dukes McKenzie
- ---------------------------
Floretta Dukes McKenzie Director
/s/ Harry J. Pearce
- ---------------------------
Harry J. Pearce Director
/s/ W. Mitt Romney
- ---------------------------
W. Mitt Romney Director
/s/ Roger W. Sant
- ---------------------------
Roger W. Sant Director
/s/ William J. Shaw
- ---------------------------
William J. Shaw Director
/s/ Lawrence M. Small
- ---------------------------
Lawrence M. Small Director
12
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Exhibit Page
- ------- ------- ------------
No. Description
- --- -----------
<S> <C> <C> <C>
(4) (a) The Marriott International Inc. Employee Stock Purchase
Plan, as amended (incorporated by reference to Appendix B to
Proxy Statement for the Annual Meeting of Shareholders held
on May 9, 1997).
(b) Restated By-Laws of the Company as amended February 6, 1997
(incorporated by reference to Exhibit 4 to Form 10-Q for the
quarter ended September 12, 1997).
(c) Rights Agreement between the Company and the Bank of New
York (incorporated by Reference to Exhibit No. 4.2 to Form
8-K dated October 25, 1993).
(d) Amendment No. 1 to Rights Agreement dated September 30, 1997
between the Company and Bank of New York (incorporated by
reference to Exhibit 1 to Form 8-A/A dated October 15,
1997).
(5) (a) Opinion of Marriott International, Inc.'s Law Department
regarding the legality of the securities being registered for
issuance under the Plan. 14
(23) (a) Consent of Arthur Andersen LLP. 16
(b) The consent of Marriott International Inc.'s Law Department
is contained in the opinion of such counsel filed as
Exhibit 5(a) and to this Registration Statement.
</TABLE>
13
<PAGE>
Exhibit (5)(a)
October 31, 1997
Marriott International, Inc.
10400 Fernwood Road
Bethesda, Maryland 20817
Ladies and Gentlemen:
We have acted as counsel for Marriott International, Inc., a Delaware
corporation (the "Company"), with respect to a Registration Statement on Form
S-8 (the "Registration Statement") offering 2,500,000 shares of Common Stock of
the Company to be offered to employees under the Company's Employee Stock
Purchase Plan (the "Plan"). This Registration Statement is being filed with the
Securities and Exchange Commission on the date hereof.
In connection with our services as counsel for the Company with respect to
the Registration Statement, we have examined, among other things, such federal
and state laws and such documents, certificates, telegrams, and corporate or
other records as we deemed necessary or appropriate for the purposes of
preparation of this opinion.
Based on the foregoing examination, we hereby advise that in our opinion:
(1) The Plan has been duly adopted by the Board of Directors and duly
approved by the stockholders of the Company and is now legally
effective;
(2) The 2,500,000 shares of stock included in the Registration Statement
for issuance under the Plan, when issued under the Plan in accordance
with the terms and provisions thereof, will be legally issued, fully
paid, and non-assessable; and
14
<PAGE>
Marriott International, Inc.
October 31, 1997
Page 2
(3) The opinion contained in the preceding paragraph is based on the
assumption that, at the time such shares of stock are issued, the
Registration Statement will then be effective and all applicable
state securities laws will have been complied with.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
MARRIOTT INTERNATIONAL, INC.
LAW DEPARTMENT
By: /s/ Joseph Ryan
-------------------
Joseph Ryan
General Counsel
15
<PAGE>
Exhibit (24)(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in Marriott International, Inc.'s Registration Statement on Form S-8,
of our report dated February 24, 1997 included in the Marriott International,
Inc. Form 10-K for the year ended January 3, 1997, and to all references to our
Firm included in such registration statement.
ARTHUR ANDERSEN LLP
Washington, D.C.
October 28, 1997
16
