UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities and Exchange Act of 1934
(Amendment No. 3 )
Name of Issuer: Sonesta International Hotels
Title of Class of Securities: Class A
Cusip Number: 835438409
Name, Address and Telephone Number of Person authorized to
receive notices and communications: Kenneth E. Leopold,
Senior Attorney, c/o Neuberger Berman, 605 Third Avenue, NY,
NY 10158
Date of Event which requires Filing of this statement:
July 1, 1999
If the filing person has previously filed a statement on
schedule 13g to report the acquisition which is the subject
of this Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934("Act") or
otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
(however, see the notes).
SCHEDULE 13 D
CUSIP NO. 835438409
1.Name of Reporting Person
S.S. or IRS identification NO. of Above Person
Marvin Schwartz
SS # ###-##-####
2.Check the appropriate box if a member of a group*
a
b
3. Sec use only
4.Source of funds*
P.F.O.O.
5.Check Box if disclosure of legal proceedings is required
pursuant to items 2(d) or 2(e)
6. Citizenship or place of organization
U.S.A.
7. Sole Voting Power
3,500
8.Shared voting power
0
9.Sole dispositive power
3,500
10. Shared dispositive power
0
11. Aggregate amount beneficially owned by each reporting
person
3,500
12.Check box if the aggregate amount in row 11 excludes
certain shares*
13. Percent of class represented by amount in row 11.
0.17%
14.Type of reporting person*
IN
ITEM 1 Security and Issuer
This statement related to the common stock (the "shares") of
Sonesta International Hotels (the "Company"). The Address
of the principal executive offices of the company is 200
Clarendon Street, Boston, MA 02116.
ITEM 2 Identity and Background
A) The name of the individual filing this statement is
Marvin Schwartz
B) The business address of Marvin Schwartz is: c/o Neuberger
Berman, LLC, 605 Third Avenue, New York, New York 10158-
3698.
C) Marvin Schwartz is a Principal of Neuberger Berman, LLC,
a limited liability company organized under the laws of the
State of Delaware. Neuberger Berman, LLC is a registered
broker/dealer and registered investment advisor which
conducts a general brokerage, dealer and investment
advisory business. This filing is made by Mr. Schwartz
individually and not in his capacity as Principal of
Neuberger Berman, LLC. The shares are held individually by
Mr. Schwartz and others. The firm of Neuberger Berman, LLC
has no voting or dispositive power regarding these shares.
D) During the last five years Marvin Schwartz has not been
convicted in a criminal proceeding(excluding traffic
violations or similar misdemeanors).
E) During the last five years Marvin Schwartz has not been a
party to a civil proceeding as a result of which he is
subject to judgement, decree or order enjoining future
violations of or prohibiting or mandating activated subject
to Federal or State securities laws or finding any violation
with respect to such laws.
F) Marvin Schwartz is a United States citizen.
ITEM 3 Source and Amounts of Funds
Marvin Schwartz owns 3,500 Shares for his personal account.
ITEM 4 Purpose of Transaction
Not applicable
ITEM 5 Interest in Securities of the Issuer
A) Marvin Schwartz is the beneficial owner of 3,500 shares
which represents 0.17% of the 2,068,215 shares outstanding.
B) Marvin Schwartz has the sole power to dispose of 3,500
shares and has shared dispositive power with regard to 0
shares. Marvin Schwartz has sole voting power with regard to
3,500 shares and has shared voting power with regard to 0
shares.
C) During the 60 days surrounding the event triggering this
filing, Marvin Schwartz effected 1 transaction in the
shares. The trade dates and prices are noted below:
Trade Date B/S Shares Price
07/01/99 S 209,600 18
ITEM 6 Contracts, Agreements, Understandings or Relationship
with Respect to
Securities of Issuer
Mr. Schwartz has signed a letter agreement wherein he agrees
to sell 209,600 shares he beneficially owns, back to the
issuer. As part of this agreement, the issuer agreed to pay
Mr. Schwartz the difference in price between the $18.00 per
share he received for the shares and the price the Company
would pay to purchase other shares in the future through a
tender offer or sale of the Company. This agreement is in
effect until July 1, 2001. The letter agreement is attached
hereto as Exhibit 1.
ITEM 7 Material to be filed as Exhibits
See answer to Item 6 above.
Certification
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in
connection with or as a participant in any transaction
having that purpose or effect.
Signatures
After reasonable inquiry and to the best of his knowledge
and belief, the undersigned certifies that the information
set forth in this statement is true, complete and correct.
Dated:
Marvin Schwartz
Exhibit 1
June 17, 1999
Mr. Marvin C. Schwartz PERSONAL
C/o Neuberger Berman
605 Third Avenue
New York, NY 10158-3698
Dear Marvin:
This letter will confirm my recent phone conversations with
you, Carl Randolph and Ken Leopold. Sonesta agrees to
purchase the 209,600 shares of its Common Stock that you,
the trusts f/b/o your son and your daughter and the trust
f/b/o your niece owned as of May 1, 1999 and presently own
for $18.00 per share: a total of $3,772,800.
Sonesta further agrees that if a tender offer to Common
Stock shareholders, or sale of the Company, results in these
shareholders receiving more than $18.00 per share, in cash
or stock, or any combination of cash and stock, for any
portion of their stock any time prior to July 1, 2001, you,
the trusts f/b/o your son and your daughter, and the trust
f/b/o your niece shall be entitled to additional cash
compensation equal to that excess (above $18.00 per share)
multiplied by 209,600. As I mentioned to you last week,
Sonesta has no plans that would result in this additional
compensation being payable to you.
This will also confirm Sonesta's plans to issue a stock
dividend - one new share for each share previously owned -
on July 30, 1999 to holders of record on July 16. This event
is intended to assure that Sonesta maintains a sufficient
number of shares in public float to remain on a major
exchange, As a result of this transaction the reference to
$18.00 per share in the previous paragraph with respect to
additional cash compensation shall be deemed to be $19.00
per share.
We propose July 1, 1999, as a transaction date. On that day
we will complete this transaction through Depository Trust
Company ("DTC"), as follows: You shall deliver the above-
referenced shares to Sonesta, and Sonesta shall transfer
payment for the shares, simultaneously through DTC. We will
also acquire a letter from Neuberger Berman that the shares
transferred to Sonesta through DTC are the shares owned by
you and the above trusts.
This letter is intended to replace and supercede my letter
to you of May 26, 1999.
If the above accurately sets forth our agreement, please
acknowledge so in the space provided and return this letter
to me via fax.
Best personal regards.
Sincerely yours,
Peter J. Sonnabend
The Above Is Acknowledged
And Agreed To
____________________________
Marvin C. Schwartz
Date: June 23, 1999
