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): October 1, 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
On October 1, 1997, the Registrant announced that it had entered into a
definitive agreement with Sodexho Alliance, S.A. ("Sodexho Alliance"), a
worldwide food and management services organization headquartered in France
(listed on Paris Bourse), to combine the Registrant's food service and
facilities management business (Marriott Management Services) with Sodexho
Alliance's North American operations. The combined company, Sodexho Marriott
Services, Inc. ("Sodexho Marriott Services"), is expected to be listed on the
New York Stock Exchange.
Prior to the merger, a new company comprised of the Registrant's lodging,
senior living and distribution services businesses will be spun off, on a tax-
free basis, to the Registrant's shareholders. This new company ("new Marriott
International"), which will adopt the Marriott International, Inc. name, will
apply for listing on the New York Stock Exchange.
Immediately following the spin-off, Sodexho Alliance will make a cash
contribution of approximately $305 million to its North American operations
(International Catering Corporation), which will then be merged with a
subsidiary of the Registrant. As consideration for the merger, Sodexho Alliance
will receive approximately 124 million common shares of the Registrant, which
will be renamed Sodexho Marriott Services, Inc. The Registrant's shareholders
and Sodexho Alliance will own 51 percent and 49 percent, respectively, of
Sodexho Marriott Services.
Consummation of these transactions is subject to customary conditions,
including approval by the Registrant's shareholders, receipt of a favorable
ruling from the Internal Revenue Service, and other regulatory approvals.
Additional information regarding these transactions is contained in the
attached news release, and in the attached prepared remarks of Michael A. Stein,
chief financial officer and executive vice president of the Registrant,
delivered to a security analyst/investor meeting and conference call, each of
which is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
Exhibit 99(1) News Release dated October 1, 1997.
Exhibit 99(2) Prepared remarks of Michael A. Stein, chief financial
officer and executive vice president of the Registrant,
delivered to an analyst/investor meeting and conference call
held on October 1, 1997 in New York City.
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/ JOSEPH RYAN
---------------------------
Joseph Ryan
Executive Vice President
and General Counsel
Date: October 8, 1997