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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-1
(Amendment No. 2)
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. 2)
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, In 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 (202) 383-5300
Number of 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.
Amount previously paid: $191,322 Filing Party: Marriott
International, Inc.
Form or registration no.: Schedule 14D-1 Date Filed: February 24, 1997
(CONTINUED ON FOLLOWING PAGE(S))
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This Amendment No. 2 to Schedule 14D-1 and Amendment No. 2 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"), 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 is 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:
As contemplated by Section 2 ("Acceptance for Payment and Payment") of the
Offer to Purchase attached as Exhibit (a)(1) to the Schedule 14D-1, on
Wednesday, March 12, 1997, the Purchaser assigned its obligation to purchase
Shares tendered pursuant to the Offer to Marriott RHG Acquisition B.V. (the
"Acquisition Subsidiary"), a newly-formed Netherlands private limited liability
company which is an indirect, wholly-owned subsidiary of the Purchaser. A copy
of the assignment is included as Exhibit (c)(4) hereto and the information
contained therein is incorporated herein by reference. Upon the terms and
subject to the conditions of the Offer, the Acquisition Subsidiary will purchase
all Shares validly tendered and not withdrawn prior to the expiration of the
Offer. The assignment by the Purchaser to the Acquisition Subsidiary does not
relieve the Purchaser of its obligations under the Offer, the Acquisition
Agreement or the Shareholder Agreement or prejudice the rights of the tendering
shareholders to receive payment for Shares validly tendered and accepted for
payment.
This Schedule 14D-1 is, accordingly, now filed by the Acquisition
Subsidiary as well. The business address of the Acquisition Subsidiary is 10400
Fernwood Road, Bethesda, Maryland 20817, and its principal business is the
acquisition and subsequent ownership of the Company. The members of the Board of
Managing Directors of the Acquisition Subsidiary are William J. Shaw, Michael A.
Stein and William R. Tiefel. Messrs. Shaw, Stein and Tiefel each is an executive
officer of the Purchaser and, accordingly, their addresses, occupations and
citizenship are set forth on Schedule I to the Offer to Purchase which is
annexed as Exhibit (a)(1) to the Schedule 14D-1.
Item 2 (e) and (f) of the Schedule 14D-1 is hereby amended and supplemented by
adding thereto the following:
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During the last five years, neither the Acquisition Subsidiary nor, to the
best of its knowledge, any of Messrs. Shaw, Stein and Tiefel 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.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 4 of the Schedule 14D-1 is hereby amended and supplemented by adding
thereto the following:
The Purchaser intends to extend to the Acquisition Subsidiary the funds
necessary to pay for any Shares accepted for payment pursuant to the Offer in
the form of either a loan by the Purchaser to the Acquisition Subsidiary, a
capital contribution by the Purchaser or an affiliate to the Acquisition
Subsidiary, or some combination of loans and capital contributions. The
Purchaser's source of funds for these loans or capital contributions will be as
set forth in Section 9 ("Sources and Amounts of Funds") of the Offer to Purchase
which is annexed as Exhibit (a)(1) to the Schedule 14D-1.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS 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:
On Wednesday, March 12, 1997, the Purchaser assigned its obligation to
purchase Shares tendered pursuant to the Offer to the Acquisition Subsidiary. A
copy of the March 12 assignment is included as Exhibit (c)(4) hereto and the
information contained therein is incorporated herein by reference.
ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.
Item 9 of the Schedule 14D-1 is hereby amended and supplemented by adding
thereto the following:
The Acquisition Subsidiary is a newly formed Netherlands private limited
liability company and an indirect wholly-owned subsidiary of the Purchaser. To
date, the Acquisition Subsidiary has not conducted any business other than in
connection with the Offer. Until immediately prior to the time the Acquisition
Subsidiary purchases Shares pursuant to the Offer, it is not anticipated that
the Acquisition Subsidiary will have any significant assets or liabilities or
engage in activities other than those incident to its formation and
capitalization
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and the transactions contemplated by the Offer. Because the Acquisition
Subsidiary is a newly formed company and has minimal assets and capitalization,
no meaningful financial information regarding the Acquisition Subsidiary is
available.
ITEM 10. ADDITIONAL INFORMATION
Item 10(b)-(c) of the Schedule 14D-1 is hereby amended and supplemented by
the addition of the following paragraph thereto:
The Federal Trade Commission granted Purchaser's request for early
termination of the waiting period under the HSR Act applicable to the purchase
of the Shares pursuant to the Offer effective as of March 10, 1997. Accordingly,
the condition to the Offer requiring the expiration or termination of any
applicable waiting period under the HSR Act prior to the expiration of the Offer
has been satisfied. A press release relating to the foregoing is filed as
Exhibit (a)(9) to the Schedule 14D-1 and is incorporated herein by reference. On
March 12, 1997, the Purchaser's German counsel received written notice that the
German Federal Cartel Office issued a clearance notice in connection with the
Offer on March 10, 1997.
Item 10(f) is hereby amended and supplemented by the addition of the
following paragraph thereto:
At the request of the Purchaser and in accordance with the Acquisition
Agreement, the Company has advised the Purchaser that it has called a special
general meeting of the shareholders to be held March 21, 1997 in Amsterdam,
Netherlands, to elect Managing Directors to the Company's Board of Managing
Directors effective upon the payment by the Purchaser pursuant to the Offer for
at least a majority of the outstanding Shares. The nominees are William J. Shaw,
Michael A. Stein and William R. Tiefel. Diamant, the owner of approximately
54.37% of the Shares, has indicated its intention to vote in favor of the
Purchaser's nominees. Accordingly, no proxies are being solicited and no action
by any other shareholder is required.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 of the Schedule 14D-1 is hereby amended to add the following exhibits:
(a)(9) Press Release dated March 11, 1997.
(c)(4) Assignment, dated March 12, 1997, between Purchaser and the
Acquisition Subsidiary.
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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 13, 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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14D-1 EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
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<S> <C>
(a) (9) Press Release dated March 11, 1997.
(c) (4) Assignment, dated March 12, 1997, between Purchaser and the
Acquisition
Subsidiary.
</TABLE>
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Exhibit (a)(9)
HART-SCOTT-RODINO CONDITION SATISFIED
FOR MARRIOTT INTERNATIONAL
ACQUISITION OF RENAISSANCE HOTEL GROUP
WASHINGTON, D.C., March 11, 1997 -- Marriott International, Inc. (MAR/NYSE),
said today that Hart-Scott-Rodino Antitrust Improvement Act condition has been
satisfied regarding Marriott's previously announced tender offer to purchase all
of the outstanding shares of common stock of the Renaissance Hotel Group, N.V.,
for $30 net per share in cash. The waiting period under the Act was accelerated
by the Federal Trade Commission (FTC) and clearance was received from the FTC on
March 10, 1997.
In February 1997, the two companies announced a definitive agreement under which
Marriott International would acquire Renaissance, a premier operator and
franchisor of 150 hotels (46,425 rooms) in 38 countries. The tender offer will
remain open until 12:01 a.m., eastern standard time, on March 29, 1997, unless
otherwise extended.
Marriott International, Inc., based in Washington, D.C., is a diversified
hospitality company involved in lodging and services management.
###
Contact: Tom Marder, 301/380-2553
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Exhibit (c)(4)
ASSIGNMENT
Reference is made to the Acquisition Agreement dated as of February
17, 1997 between Marriott International, Inc. ("Parent") and Renaissance Hotel
Group N.V. (as amended from time to time, the "Acquisition Agreement") and the
Shareholder Agreement (as amended from time to time, the "Shareholder
Agreement") dated as of February 17, 1997 between Parent and Diamant Hotel
Investments N.V.
Parent may assign its rights and delegate its obligations under the
Acquisition Agreement pursuant to Section 8.4 thereof and Parent may assign its
rights and delegate its obligations under the Shareholder Agreement pursuant to
Section 12(d) thereof; provided, however, that such assignment and delegation
shall not relieve Parent of its obligations under either such agreement.
Parent has formed Marriott RHG Acquisition B.V., a Netherlands private
limited liability company (the "Acquisition Sub"). Acquisition Sub is an
indirect wholly-owned subsidiary of Parent.
Parent hereby assigns its rights and delegates its obligations under
the Acquisition Agreement and the Shareholder Agreement to the Acquisition Sub,
provided that this assignment and delegation shall not relieve Parent of its
obligations under the Acquisition Agreement or the Shareholder Agreement. The
Acquisition Sub hereby accepts such rights and assumes and agrees to become
liable for and to perform all of such obligations.
IN WITNESS WHEREOF, the parties have caused
this Assignment to be executed as of this 12th day of March, 1997.
MARRIOTT INTERNATIONAL, INC.
By: /s/ William J. Shaw
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William J. Shaw
Title: Executive Vice President and
President-Marriott Service Group
MARRIOTT RHG ACQUISITION B.V.
By: /s/ Michael A. Stein
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Michael A. Stein
Title: Executive Director
