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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 23, 1998
REGISTRATION STATEMENT 333-03795
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 1 TO FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MARRIOTT INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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<S> <C>
DELAWARE 52-0936594
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
10400 FERNWOOD ROAD JOSEPH RYAN, ESQ.
BETHESDA, MARYLAND 20817 10400 FERNWOOD ROAD
(301) 380-3000 BETHESDA, MARYLAND 20817
(Address, including zip code, and telephone number, (301) 380-3000
including area code, of registrant's principal executive offices) (Name, address, including zip code, and telephone
number, including area code, of agent for service)
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The registrant requests that copies of notices and communications from the
Securities and Exchange Commission be sent to:
WARD R. COOPER, ESQ. JOSEPH W. ARMBRUST, JR., ESQ.
ASSISTANT GENERAL COUNSEL BROWN & WOOD
MARRIOTT INTERNATIONAL, INC. ONE WORLD TRADE CENTER
10400 FERNWOOD ROAD NEW YORK, NEW YORK 10048
BETHESDA, MARYLAND 20817
Approximate date of commencement of proposed sale to the public: Not
applicable.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 of the Securities Act of 1933,
other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_] ___________________
If this Form is a post-effective amendment filed pursuant to Rule 462(b) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_] _____________________
If the delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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DEREGISTRATION OF SECURITIES
Marriott International, Inc. (the "Registrant") by this Post-Effective
Amendment No. 1 to its Registration Statement on Form S-3 (No. 333-03795)
originally filed with the Securities and Exchange Commission on May 15, 1996, as
amended by the filing of Amendment No. 1 to Registration Statement on October 1,
1996 (the "Registration Statement"), hereby withdraws the Registration Statement
registering the resale of the Liquid Yield Option/tm/ Notes ("LYONs/tm/") with
an aggregate principal amount of $540,261,000, and the common stock issuable
upon conversion thereof, held by the holders thereof.
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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-3 and has duly caused this Post-Effective
Amendment No. 1 to Registration Statement on Form S-3 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the County of Montgomery,
State of Maryland, on March 23, 1998.
MARRIOTT INTERNATIONAL, INC.
By: /s/ Joseph Ryan
----------------------------------
Joseph Ryan
Executive Vice President and General Counsel
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Post-Effective Amendment No. 1 to Registration Statement on Form S-3 has been
signed by the following persons in the capacities and on the dates indicated.
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SIGNATURES TITLE DATE
- -------------------------- ------------------------------- -----------------
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/s/ J.W. Marriott, Jr.* Chairman of the Board, Chief March 23, 1998
- -------------------------- Executive Officer and
J.W. Marriott, Jr. Director (Principal Executive
Officer)
/s/ Michael A. Stein* Executive Vice President and March 23, 1998
- -------------------------- Chief Financial Officer
Michael A. Stein (Principal Financial Officer)
/s/ Stephen E. Riffee* Vice President, Finance and March 23, 1998
- -------------------------- Chief Accounting Officer
Stephen E. Riffee (Principal Accounting Officer)
- -------------------------- Director
Dr. Henry Cheng Kar-Shun
/s/ Gilbert M. Grosvenor* Director March 23, 1998
- --------------------------
Gilbert M. Grosvenor
/s/ Richard E. Marriott* Director March 23, 1998
- --------------------------
Richard E. Marriott
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Director
- --------------------------
Floretta Dukes McKenzie
/s/ Harry J. Pearce* Director March 23, 1998
- --------------------------
Harry J. Pearce
/s/ W. Mitt Romney* Director March 23, 1998
- --------------------------
W. Mitt Romney
/s/ Roger W. Sant* Director March 23, 1998
- --------------------------
Roger W. Sant
Director
- --------------------------
William J. Shaw
/s/ Lawrence M. Small* Director March 23, 1998
- --------------------------
Lawrence M. Small
*By: /s/ Joseph Ryan
---------------------
Joseph Ryan
Attorney-in-fact
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