SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarter Ended June 14, 1996 Commission File No. 1-12188
MARRIOTT INTERNATIONAL, INC.
Delaware 52-0936594
(State of Incorporation) (I.R.S. Employer Identification Number)
10400 Fernwood Road
Bethesda, Maryland 20817
(301) 380-3000
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days.
Yes [x] No [ ]
Shares outstanding
Class at July 12, 1996
- ------------------- ------------------
Common Stock, $1.00
par value per share 127,956,601
1
MARRIOTT INTERNATIONAL, INC.
INDEX
Page No.
--------
Part I. Financial Information (Unaudited):
Condensed Consolidated Statement of Income -
Twelve Weeks and Twenty-Four Weeks Ended
June 14, 1996 and June 16, 1995 3-4
Condensed Consolidated Balance Sheet -
June 14, 1996 and December 29, 1995 5
Condensed Consolidated Statement of Cash
Flows - Twenty-Four Weeks Ended
June 14, 1996 and June 16, 1995 6
Notes to Condensed Consolidated Financial
Statements 7-9
Management's Discussion and Analysis of
Results of Operations and Financial Condition 10-13
Part II. Other Information and Signature:
Legal Proceedings 14
Changes in Securities 14
Defaults Upon Senior Securities 14
Submission of Matters to a Vote of Security Holders 15
Other Events 16
Exhibits and Reports on Form 8-K 16
Signature 17
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
- -----------------------------
MARRIOTT INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENT OF INCOME
(in millions, except per share amounts)
(Unaudited)
Twelve Weeks Ended
----------------------------
June 14, June 16,
1996 1995
------------ ------------
SALES
Lodging
Rooms ........................................ $ 856 $ 782
Food and beverage ............................ 327 310
Other ........................................ 205 187
------------ ------------
1,388 1,279
Contract Services .............................. 964 833
------------ ------------
2,352 2,112
------------ ------------
OPERATING COSTS AND EXPENSES
Lodging
Departmental direct costs
Rooms ...................................... 191 178
Food and beverage .......................... 239 228
Other operating expenses ..................... 843 782
------------ ------------
1,273 1,188
Contract Services .............................. 926 806
------------ ------------
2,199 1,994
------------ ------------
OPERATING PROFIT
Lodging ........................................ 115 91
Contract Services .............................. 38 27
------------ ------------
Operating profit before corporate
expenses and interest ..................... 153 118
Corporate expenses ............................... (16) (17)
Interest expense ................................. (23) (14)
Interest income .................................. 9 11
------------ ------------
INCOME BEFORE INCOME TAXES ....................... 123 98
Provision for income taxes ....................... 48 39
------------ ------------
NET INCOME ....................................... $ 75 $ 59
============ ============
EARNINGS PER SHARE ............................... $ 0.55 $ 0.45
============ ============
CASH DIVIDENDS PER SHARE ......................... $ 0.08 $ 0.07
============ ============
See notes to condensed consolidated financial statements
3
MARRIOTT INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENT OF INCOME
(in millions, except per share amounts)
(Unaudited)
Twenty-Four Weeks Ended
----------------------------
June 14, June 16,
1996 1995
------------ ------------
SALES
Lodging
Rooms ....................................... $ 1,637 $ 1,514
Food and beverage ........................... 630 604
Other ....................................... 394 351
------------ ------------
2,661 2,469
Contract Services ........................... 1,854 1,656
------------ ------------
4,515 4,125
------------ ------------
OPERATING COSTS AND EXPENSES
Lodging
Departmental direct costs
Rooms ..................................... 375 349
Food and beverage ......................... 470 449
Other operating expenses ...................... 1,607 1,504
------------ ------------
2,452 2,302
Contract Services ............................. 1,787 1,603
------------ ------------
4,239 3,905
------------ ------------
OPERATING PROFIT
Lodging ....................................... 209 167
Contract Services ............................. 67 53
------------ ------------
Operating profit before corporate expenses
and interest ................................ 276 220
Corporate expenses .............................. (31) (34)
Interest expense ................................ (37) (22)
Interest income ................................. 18 21
------------ ------------
INCOME BEFORE INCOME TAXES ..................... 226 185
Provision for income taxes ...................... 88 74
------------ ------------
NET INCOME ...................................... $ 138 $ 111
============ ============
EARNINGS PER SHARE .............................. $ 1.02 $ 0.85
============ ============
CASH DIVIDENDS PER SHARE ........................ $ 0.15 $ 0.14
============ ============
See notes to condensed consolidated financial statements
4
MARRIOTT INTERNATIONAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
(in millions)
(Unaudited)
June 14, December 29,
1996 1995
----------- ------------
ASSETS
Current Assets
Cash and equivalents ........................ $ 258 $ 219
Accounts and notes receivable ............... 750 724
Other ....................................... 445 433
----------- ------------
1,453 1,376
----------- ------------
Property and Equipment ......................... 1,432 832
Intangibles .................................... 566 402
Investments in Affiliates ...................... 547 501
Notes Receivable ............................... 191 219
Other Assets ................................... 876 688
----------- ------------
$ 5,065 $ 4,018
=========== ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable ............................. $ 853 $ 801
Other ........................................ 854 725
----------- ------------
1,707 1,526
----------- ------------
Long-Term Debt ................................. 1,097 806
Other Long-Term Liabilities .................... 744 632
Convertible Subordinated Debt .................. 290 -
Shareholders' Equity
Common stock ................................ 129 129
Additional paid-in capital .................. 610 617
Retained earnings ........................... 512 395
Treasury stock, at cost ..................... (24) (87)
----------- ------------
1,227 1,054
----------- ------------
$ 5,065 $ 4,018
=========== ============
See notes to condensed consolidated financial statements
5
MARRIOTT INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(in millions)
(Unaudited)
Twenty-Four Weeks Ended
----------------------------
June 14, June 16,
1996 1995
------------ ------------
OPERATING ACTIVITIES
Net income ..................................... $ 138 $ 111
Adjustments to reconcile to cash from
operations:
Depreciation and amortization ............... 66 57
Income taxes and other ...................... 82 57
Timeshare activity, net ..................... (2) (97)
Working capital changes ..................... 3 24
------------ ------------
Cash from operations ........................... 287 152
------------ ------------
INVESTING ACTIVITIES
Loans to Host Marriott Corporation ............ (11) (136)
Loan repayments from Host Marriott
Corporation .................................. 33 235
Capital expenditures .......................... (110) (73)
Acquisitions .................................. (319) (210)
Other ......................................... (80) (29)
------------ ------------
Cash used in investing activities ............. (487) (213)
------------ ------------
FINANCING ACTIVITIES
Issuances of debt ............................. 301 352
Repayments of debt ............................ (63) (114)
Issuances of common stock ..................... 20 21
Dividends paid ................................ (19) (17)
Purchases of treasury stock ................... - (2)
------------ ------------
Cash provided by financing activities ......... 239 240
------------ ------------
INCREASE IN CASH AND EQUIVALENTS ................ $ 39 $ 179
============ ============
See notes to condensed consolidated financial statements
6
MARRIOTT INTERNATIONAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
---------------------
The accompanying condensed consolidated financial statements of Marriott
International, Inc. and its subsidiaries (the "Company") have been prepared
without audit. Certain information and footnote disclosures normally
included in financial statements presented in accordance with generally
accepted accounting principles have been condensed or omitted. The Company
believes the disclosures made are adequate to make the information presented
not misleading. However, the condensed consolidated financial statements
should be read in conjunction with the consolidated financial statements and
notes thereto included in the Company's Annual Report on Form 10-K for the
fiscal year ended December 29, 1995. Capitalized terms not otherwise defined
herein have the meanings specified in the Annual Report.
In the opinion of the Company, the accompanying condensed consolidated
financial statements reflect all adjustments (which include only normal
recurring adjustments) necessary to present fairly the financial position of
the Company as of June 14, 1996 and December 29, 1995, and the results of
operations for the twelve and twenty-four weeks ended June 14, 1996 and June
16, 1995 and cash flows for the twenty-four weeks ended June 14, 1996 and
June 16, 1995. Interim results are not necessarily indicative of fiscal year
performance because of the impact of seasonal and short-term variations. All
material intercompany transactions and balances between Marriott
International, Inc., and its subsidiaries have been eliminated.
2. Earnings Per Share
------------------
Earnings per share is computed on a fully diluted basis by dividing net
income by the weighted average number of outstanding common shares plus other
potentially dilutive securities, which totaled 140.2 million and 137.3
million for the twelve and twenty-four weeks ended June 14, 1996 and 131.5
million and 131.2 million for the twelve and twenty-four weeks ended June 16,
1995, respectively.
3. Acquisitions
------------
During the second quarter of 1996, a wholly owned subsidiary of the Company
acquired all of the outstanding shares of common stock of Forum Group, Inc.
("Forum"), a leading provider of senior living and healthcare services, for a
total purchase price of approximately $303 million. The acquisition has been
accounted for using the purchase method of accounting. The purchase cost has
been allocated to the assets acquired and liabilities assumed based on
estimated fair values. The excess of the Company's investment in Forum over
the fair value of Forum's net tangible assets (approximately $151 million)
has been assigned to intangible assets and is being amortized over periods of
up to 35 years.
7
The Company's reported results of operations include Forum's operating
results from March 25, 1996, the date of acquisition. Summarized below are
the unaudited pro forma consolidated results of operations of the Company for
the twenty-four weeks ended June 14, 1996 and June 16, 1995 as if Forum had
been acquired at the beginning of the respective periods (in millions, except
per share amounts).
Twenty-Four Weeks Ended
--------------- ---------------
June 14, 1996 June 16, 1995
--------------- ---------------
Sales ................ $ 4,564 $ 4,209
=============== ===============
Net Income ........... $ 136 $ 105
=============== ===============
Earnings Per Share ... $ 1.00 $ 0.80
=============== ===============
The unaudited pro forma consolidated results of operations include interest
expense on borrowings relating to the Company's acquisition of Forum's common
stock as well as the impact on historical interest expense of the revaluation
of Forum's debt based on the Company's borrowing cost. Depreciation and
amortization expense reflects the impact of the revaluation of property,
plant and equipment to its estimated fair value and the excess of the
purchase price over the net tangible assets acquired. The unaudited pro
forma consolidated results of operations are not intended to reflect the
Company's expected future results of operations.
On June 14, 1996, a subsidiary of Marriott Management Services purchased 100
percent of Russell & Brand Limited, a leading food service provider in the
United Kingdom, for cash consideration of approximately $25 million.
4. Commitments
-----------
The Company has guaranteed to lenders and other third-parties the performance
of certain affiliates in connection with financing transactions and other
obligations. These guarantees are limited, in the aggregate, to $326 million
at June 14, 1996, including $148 million applicable to guarantees by or debt
obligations of Host Marriott Corporation ("Host Marriott").
As of June 14, 1996, the Company has extended nearly $150 million of mortgage
loan commitments to unaffiliated owners of lodging and senior living
properties. No amounts were outstanding from Host Marriott under the $225
million Host Marriott Credit Agreement as of the end of the second quarter of
1996.
8
5. Convertible Subordinated Debt
-----------------------------
On March 25, 1996, the Company received gross proceeds of $288 million from
the issuance of zero coupon subordinated Liquid Yield Option Notes due 2011
(the "LYONs") which have an aggregate principal amount at maturity of $540
million. The LYONs were issued at a discount representing a yield to maturity
of 4.25 percent, and are redeemable, at the Company's option, at any time on
or after March 25, 1999. The LYONs are redeemable at the option of the
holders on March 25, 1999 and March 25, 2006. Each $1,000 principal amount at
maturity of LYONs is convertible, at any time, into 8.760 shares of the
Company's common stock at the option of the holder.
6. New Accounting Standards
------------------------
The Company adopted SFAS No. 121, "Accounting for the Impairment of Long-
Lived Assets and for Long-Lived Assets to Be Disposed Of" and SFAS No. 122,
"Accounting for Mortgage Servicing Rights" during the first quarter of 1996,
with no material effect on the Company's consolidated financial statements.
In accordance with SFAS No. 123, "Accounting for Stock Based Compensation,"
the Company will disclose the fair value of options granted and stock issued
under employee stock purchase plans in a footnote to its consolidated
financial statements for the fiscal year ending January 3, 1997.
9
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
- --------------------------------------------------------------------------
FINANCIAL CONDITION
-------------------
RESULTS OF OPERATIONS
The Company reported net income of $75 million for its 1996 second quarter,
up 27 percent from $59 million in the corresponding 1995 quarter.
Earnings per share were 55 cents for the 1996 second quarter, an increase of
22 percent from 1995 second quarter earnings per share of 45 cents. Sales
totaled $2,352 million, up 11 percent from $2,112 million in the 1995 second
quarter.
For the 1996 first half, the Company reported net income of $138 million and
earnings per share of $1.02, up 24 percent and 20 percent, respectively, over
the 1995 period. Sales totaled $4,515 million, a nine percent gain over $4,125
million in the first half of 1995.
LODGING operations posted a 26 percent gain in operating profit to $115
million for the 1996 second quarter, with sales increasing nine percent to
$1,388 million. Year-to-date operating profit increased 25 percent to $209
million while sales were up eight percent to $2,661 million due to revenue per
available room (REVPAR) increases and continued new unit growth. REVPAR rose
significantly for all lodging brands, with increases in average room rates well
ahead of inflation. Profit growth also reflected increased incentive management
and franchise fees, strong performance from the Company's vacation ownership
business, and higher earnings from the Company's 49 percent interest in the
Ritz-Carlton hotel management company.
The Company added 41 properties (net) totaling 5,600 rooms to its lodging
portfolio during the 1996 second quarter, including 15 hotels (2,400 rooms)
outside the United States. As of June 14, 1996, the Lodging Group encompassed
more than 1,100 properties totaling 218,000 rooms and over 2,600 timesharing
units.
Marriott Hotels, Resorts and Suites, the Company's full-service lodging
division, reported average room rates for comparable U.S. properties up six
percent to $119 for the second quarter, with occupancy rising two percentage
points to 81 percent. Sales and profits from international hotels also were up,
primarily due to the addition of new properties.
Profits rose significantly at all three of the Company's limited service
lodging brands, reflecting higher REVPAR at comparable units, as well as new
unit growth, primarily through franchising. Each brand achieved average room
rate increases for comparable units of six percent or more, and occupancies
remained strong. During the 1996 second quarter, the Company added 26 managed
10
and franchised properties (3,100 rooms) to its limited service portfolio, and
broke ground for its first TownePlace Suites, a moderate price, extended stay
hotel.
Courtyard, the Company's moderate price lodging product, reported average
room rates up seven percent to $79 for comparable units, with occupancy slightly
higher at 84 percent. Fairfield Inn, the Company's economy lodging product,
posted average room rates for comparable units of $50 for the quarter, up 10
percent over the 1995 period. Occupancy for Fairfield Inn declined to 81
percent, reflecting a shift to higher rated business. Residence Inn, the
Company's extended stay lodging product, achieved an average room rate for
comparable units of $88, up six percent from the second quarter of 1995.
Occupancy for Residence Inn remained at 88 percent.
Marriott Vacation Club International posted gains in reported sales and
profits in the 1996 second quarter. The number of timeshare intervals sold was
up 42 percent over the 1995 quarter, boosted by strong sales activity at
established resorts in Hawaii and California, and new projects in Marbella,
Spain and Orlando, Fla.
CONTRACT SERVICES reported a 41 percent increase in operating profit to $38
million and a 16 percent increase in sales to $964 million for the 1996 second
quarter. Excluding the impact of Forum Group, Inc. ("Forum"), sales and profits
both were up over 10 percent for the quarter. Year-to-date operating profit
increased 26 percent to $67 million while sales grew 12 percent to $1,854
million.
Marriott Management Services generated solid profit and sales growth,
benefiting from strong performance at its health care and education operations,
and contributions from Taylorplan Services Limited, a London-based custodial and
catering company purchased in late 1995. Marriott Management Services now
provides food and facilities services at more than 3,400 accounts worldwide.
Marriott Senior Living Services sales and profits were up significantly for
the quarter primarily due to contributions from Forum since the date of
acquisition. Higher occupancy rates, which increased one percentage point to 96
percent for comparable Marriott Senior Living Services communities (owned prior
to the Forum acquisition), also contributed to higher sales and profits. The
division now operates 69 facilities with a total of 14,500 living units.
Marriott Distribution Services, which supplies food and related products to
Marriott operations and external clients, achieved strong sales gains in the
1996 second quarter, benefiting from the addition of major new customers as well
as contributions from distribution centers opened in the past 12 months near
Charlotte, Dallas and Orlando. Profits were higher despite roll out costs for
new accounts and fixed costs associated with the expansion into new facilities.
Interest expense rose $9 million in the 1996 second quarter and $15 million
year-to-date largely as a result of incremental borrowings to finance the
Company's strategic business growth. Interest income was $2 million lower in
11
the 1996 second quarter and $3 million lower in the first half of 1996, largely
due to lower variable interest rates. The Company's effective tax rate declined
one percentage point to 39 percent in 1996, due to the impact of certain
investments and tax credits.
LIQUIDITY AND CAPITAL RESOURCES
Cash flow from operations increased to $287 million for the first half of
1996 from $152 million for the comparable period in 1995. The increase over 1995
reflects higher earnings and approximately $113 million in proceeds from 1996
sales of timeshare notes receivable offset by $17 million of higher timeshare
resort development costs in 1996. The higher working capital levels in 1996 were
primarily the result of business expansion and the timing of vendor payments.
EBITDA (earnings before interest expense, income taxes, depreciation and
amortization) increased 25 percent to $329 million for first half 1996. The
Company's cash flow coverage of total interest cost continues to substantially
exceed the level required under its credit facilities.
Cash used in investing activities totaled $487 million in the first half of
1996, including $319 million to acquire Forum and Russell & Brand Limited, and
$57 million invested in connection with Host Marriott's acquisition of a
controlling interest in two full-service hotels in Mexico City (over 900 rooms)
to be added to the Company-operated hotel system during 1996.
On January 18, 1996, the Company filed a shelf registration with the
Securities and Exchange Commission which provides for the issuance from time to
time of up to $500 million in debt, in addition to $50 million which remains
available under another shelf registration. On March 25, 1996, the Company
received cash proceeds of $288 million from the issuance of $540 million
aggregate amount at maturity, zero coupon subordinated Liquid Yield Option Notes
("LYONs") due 2011. The LYONs are expressly subordinated to the Company's $1.1
billion of Senior Indebtedness, as defined in the Indenture. On July 12, 1996,
the Company entered into a new $1 billion revolving credit facility with a term
of five years, replacing a similar facility with a remaining term of four years.
Based on the Company's public debt rating, borrowings under the new facility
will bear interest at the London Interbank Offered Rate ("LIBOR") plus,
presently 15 basis points. Additionally, annual fees will be paid on the total
facility at a rate, presently 10 basis points, also based on the Company's
public debt rating.
The Company plans to grow its Lodging business, in part, by investing in new
units. The Company expects to open approximately 17,000 hotel rooms (net) over
the course of this year, and plans to add about 120,000 hotel rooms across its
lodging brands from 1996 through 2000. Nearly 50,000 of those rooms already are
in service, under construction or approved for development, including 13,000
rooms outside the United States. The Contract Services business is expected to
grow mainly through selling new Marriott Management Services ("MMS") services,
12
adding new MMS and Marriott Distribution Services clients and investing in new
retirement communities. The Company's principal investments will include
mortgage loans, minority equity interests, business acquisitions and direct
ownership of certain lodging and senior living services projects. The Company
expects that cash generated by operations, together with its borrowing capacity,
will be sufficient to finance its planned growth and capital requirements.
FORWARD-LOOKING STATEMENTS
Statements in this report which are not strictly historical are "forward-
looking" and are subject to the many risks and uncertainties which affect the
Company's businesses. These uncertainties, which include competition within the
lodging and contract services industries, the balance between supply and demand
for hotel rooms, timesharing resorts and senior living facilities, the Company's
continued ability to obtain new management contracts and franchise agreements,
the effect of economic conditions, and the availability of capital to finance
planned growth, are described in the Company's filings with the Securities and
Exchange Commission, including Exhibit 99 to this report.
13
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
- -------------------------
There are no material legal proceedings pending against the Company.
The information in this paragraph is required by Security and Exchange
Commission regulations that mandate disclosure of any environmental-related fine
that may exceed $100,000. In January 1996, asbestos-containing material was
inadvertently removed by an independent contractor hired by the Company in
connection with certain renovations at a facility managed by the Company. The
Company promptly caused the material to be contained and the condition fully
remediated in accordance with all applicable governmental regulations. The
Industrial Commission of Arizona's Division of Occupational Safety and Health
("ADOSH") investigated the matter and in June 1996 issued citations and imposed
a $280,000 fine against the Company. The Arizona Department of Air Quality has
investigated the same matter in connection with enforcement of the federal Clean
Air Act and has indicated that it may impose a fine of up to approximately
$200,000. The Company filed an appeal with ADOSH, and believes that it has
meritorious defenses against, and intends to vigorously contest, the ADOSH fine
and any fine that may be imposed under the Clean Air Act. The Company believes
that resolution of this matter will not have a material effect on the Company or
its business or assets.
Item 2. Changes in Securities
- -----------------------------
None.
Item 3. Defaults Upon Senior Securities
- ---------------------------------------
None.
14
Item 4. Submission of Matters to a Vote of Security Holders
- -----------------------------------------------------------
The Company held its Annual Meeting of Shareholders on May 10, 1996. The
shareholders (i) elected directors J.W. Marriott, Jr. and W. Mitt Romney to
terms of office expiring at the 1999 Annual Meeting of Shareholders, (ii)
ratified the appointment of Harry J. Pearce to fill a vacancy on the Board
created by an increase in Board size from seven to eight members, (iii) ratified
the adoption of the 1996 Comprehensive Stock Incentive Plan (iv) ratified the
appointment of Arthur Andersen LLP as the Company's independent auditors, and
(v) defeated a shareholder proposal to rotate the location of the Annual Meeting
of Shareholders to various cities in the United States. The following table sets
forth the votes c ast with respect to each of these matters:
- -------------------------------------------------------------------------------
MATTER FOR AGAINST WITHHELD ABSTAIN BROKER
NON-VOTES
- -------------------------------------------------------------------------------
Election of
J.W. Marriott, Jr. 106,303,735 0 764,678 0 0
- -------------------------------------------------------------------------------
Election of
W. Mitt Romney 106,281,954 0 786,459 0 0
- -------------------------------------------------------------------------------
Appointment of
Harry J. Pearce 105,919,962 740,951 0 407,500 0
- -------------------------------------------------------------------------------
Approval of 1996
Comprehensive Stock
Incentive Plan 90,945,295 14,252,382 0 1,870,736 0
- -------------------------------------------------------------------------------
Appointment of
Auditors 106,317,604 382,258 0 368,551 0
- -------------------------------------------------------------------------------
Shareholder proposal
on rotation of meeting 4,775,942 91,660,910 0 1,326,064 9,305,497
- -------------------------------------------------------------------------------
15
Item 5. Other Events
- --------------------
None.
Item 6. Exhibits and Reports on Form 8-K
- ----------------------------------------
(a) Exhibits
Exhibit
No. Description
-------- -----------
10 Credit Agreement, dated as of July 12, 1996, with Citibank,
N.A. as administrative agent, and certain banks, as Banks
11 Computation of Earnings Per Share
12 Computation of Ratio of Earnings to Fixed Charges
99 Forward-Looking Statements
(b) Reports on Form 8-K
. On April 9, 1996, the Company filed a report describing its purchase for
cash of approximately 99.1 percent of the outstanding shares of Forum
Group, Inc. and its issuance and sale of LYONs. The report included
condensed consolidated financial statements of Forum Group, Inc. for the
twelve months ended March 31, 1995 and the nine months ended December 31,
1995, and pro forma condensed combined financial statements of the
Company for the fiscal year ended December 29, 1995, reflecting the Forum
acquisition.
16
SIGNATURE
Pursuant to 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.
July 26, 1996 /s/Stephen E. Riffee
- ------------ ----------------------------
Date Stephen E. Riffee
Vice President, Finance and
Chief Accounting Officer
17