SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Under Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 18, 1997
MARRIOTT INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State of incorporation)
1-12188 52-0936594
(Commission File No.) (IRS Employer Identification No.)
10400 Fernwood Road, Bethesda, Maryland 20817
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (301) 380-3000
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
(a) RENAISSANCE HOTEL GROUP, N.V. On February 18, 1997, the Registrant
and Renaissance Hotel Group, N.V. ("Renaissance") announced a definitive
agreement under which the Registrant will acquire Renaissance through a tender
offer for all outstanding shares of common stock of Renaissance at a price of
$30 per share in cash. The holder of more than 54 percent of the outstanding
voting stock of Renaissance has agreed to the terms of the acquisition. The
acquisition is subject to customary conditions, including the expiration or
termination of the Hart-Scott-Rodino Act waiting period requirements.
The attached news release provides additional information regarding these
agreements, which agreements are also filed herewith.
(b) BENEFICIAL OWNERSHIP OF CERTAIN LIQUID YIELD OPTION NOTES. The
following holders of the Registrant's zero coupon subordinated Liquid Yield
Option Notes due 2011 (the "LYONs") have recently notified the Registrant that
they beneficially own the principal amounts at maturity of LYONs shown below,
which they may from time to time offer and sell pursuant to the Registrant's
Registration Statement No. 333-03795 under the Securities Act of 1933, as
amended, relating to the LYONs and the Prospectus dated October 9, 1996 included
therein:
Principal Amount
at Maturity
of LYONs
----------------
Delta Air Lines Master Trust(1)................................ $5,600,000
Hughes Aircraft Company Master Retirement Trust(2)............. $1,600,000
OCM Convertible Trust(1)....................................... $8,140,000
State Employees' Retirement Fund of the State of Delaware(1) $2,020,000
State of Connecticut Combined Investment Funds(1)............. $6,480,000
- ---------------
(1) Represents a change in the amount of LYONs previously disclosed to the
Registrant.
(2) This holder did not previously disclose its LYONs holdings to the
Registrant.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
Exhibit 10(1) Acquisition Agreement, dated as of February 17, 1997, by and
between Marriott International, Inc. and Renaissance Hotel Group, N.V.
Exhibit 10(2) Shareholder Agreement, dated as of February 17, 1997, by and
between Marriott International, Inc. and Diamant Hotel Investments N.V.
Exhibit 99(1) News Release dated February 18, 1997.
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SIGNATURES
Under 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.
By: /s/ Stephen E. Riffee
---------------------
Stephen E. Riffee
Vice President, Finance and
Chief Accounting Officer
Date: February 19, 1997
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