SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A [X] Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended January 2, 1998 [_] Transition Report Pursuant to Section 13 or 14(d) of the Securities Exchange Act of 1934 For the transition period from _____ to ________ Commission File No. 1-12188 SODEXHO MARRIOTT SERVICES, INC. (Exact name of registrant as specified in its charter) DELAWARE 52-0936594 (State of incorporation) (I R S. Employer Identification No.) 10400 Fernwood Road, Bethesda, Maryland 20817 (Address of principal executive offices) Registrant's phone number including area code: (301) 380-3100 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Title of each class Name of each exchange on which registered ------------------------ ----------------------------------------- Common Stock, $1.00 par value New York Stock Exchange Chicago Stock Exchange Pacific Stock Exchange Philadelphia Stock Exchange 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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days Yes [X] No [_] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in the definitive proxy or information statements incorporated by reference in Part III of this Form 10-K/A or any further amendment to the Form 10-K [_] The aggregate market value of the voting stock held by non-affiliates of the registrant based on the closing sale price on such stock as of March 30, 1998 amounted to approximately $846,534,180. The number of shares outstanding of each of the registrant's classes of common stock as of March 27, 1998 was 61,860,367 shares, all of one class of $1.00 par value Common Stock. DOCUMENTS INCORPORATED BY REFERENCE: Portions of the Definitive Proxy Statement prepared for the Special Meeting of Stockholders of Marriott International, Inc. commenced on March 17, 1998 and adjourned to March 20, 1998 are incorporated by reference into Part III of this report. Index to Exhibits is located on pages 17 through 20. This Amendment No. 1 amends the Form 10-K Annual Report filed on February 23, 1998 (the "Form 10-K") by Marriott International, Inc. ("Old Marriott"), which was renamed Sodexho Marriott Services, Inc. (the "Company" or "SMS") immediately following the Transactions (as defined below) on March 27, 1998, by including the information required by Items 10, 11, 12 and 13 that was not already included in the Form 10-K and by amending Item 14(a)(3). PART III On March 27, 1998, Old Marriott consummated a series of transactions that, among other things, resulted in (collectively, the "Transactions"): (i) A spinoff ("Spinoff") to Old Marriott's stockholders of all businesses of Old Marriott other than its food service and facilities management business that was effected through the issuance of a special dividend of all of the outstanding shares of capital stock of a new company ("New Marriott") to which Old Marriott had contributed its lodging, senior living and distribution services businesses and which will use the Marriott International, Inc. name; (ii) A merger ("Merger") pursuant to which Old Marriott acquired the North American operations of Sodexho Alliance, S.A., a worldwide food and management services organization headquartered in France and listed on the Paris Bourse ("Sodexho"); and (iii) a one-for-four reverse stock split ("Reverse Stock Split"). ITEM 10 -- DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT Directors Set forth below are the names of all current Directors of the Company, their ages, all positions and offices held by each such person, the period during which such person has served as such, and the principal occupations and employment of each such person during the past five years. Each of the Company's Directors listed below (except for William J. Shaw, who was already serving on the Old Marriott Board) was elected to the Board of Directors of the Company effective on March 27, 1998, the date upon which the Transactions were consummated, which election was ratified by the stockholders of Old Marriott at a special meeting of stockholders commenced on March 17, 1998 and adjourned to March 20, 1998. Name Age - ---- --- William J. Shaw................... 52 On March 31, 1997, Mr. Shaw became Chairman of the Board President and Chief Operating Officer of Old Marriott, positions he now holds with New Marriott. Mr. Shaw joined Marriott Corporation in 1974, was elected Corporate Controller in 1979 and a Vice President in 1982. In 1986, Mr. Shaw was elected Senior Vice President--Finance and Treasurer of Marriott Corporation. He was elected Executive Vice President of Marriott Corporation and promoted to Chief Financial Officer in April 1988. In February 1992, he was elected President of the Marriott Service Group, which now comprises New Marriott's Contract Service Group. Mr. Shaw was elected Executive Vice President and President--Marriott Service Group in October 1993. Mr. Shaw is also Chairman of the Board of Directors of Host Marriott Services. He also serves on the Board of Trustees of the University of Notre Dame, Loyola College in Maryland and the Suburban Hospital Foundation. Mr. Shaw has been a director of the Company since May 1997. -2- Charles D. O'Dell................. 46 On March 27, 1998, Mr. O'Dell became President and Chief Executive Officer of the Company. Mr. O'Dell joined Marriott Corporation in 1979 and became a Regional Manager in Marriott Corporation's Roy Rogers Division in 1981. Mr. O'Dell held several management positions in that Division until 1985, when he was named Division Vice President--Education in the Food and Services Management Division. In 1986, Mr. O'Dell became Senior Vice President of Business Food and Auxiliary Services, and in November 1990 he was appointed President of Marriott Management Services. Mr. O'Dell serves as a foundation trustee for the Educational Foundation of the National Restaurant Association. He is a director of the Deafness Research Foundation and is a board member of Second Harvest National Food Bank Network. Pierre Bellon..................... 68 Mr. Bellon is Chairman and Chief Executive Officer of Sodexho, a company which he founded in 1966 and which has been listed on the Paris Bourse since 1983. In addition, he is Vice-Chairman of the Conseil National du Patronat Francais (Confederation of French Industries and Services), and from 1969-1979 was a member of the Conseil Economique et Social (Social and Economic Council) in France. Mr. Bellon also serves as a director of L'Air Liquide (an industrial gas company). Bernard Carton.................... 64 Mr. Carton is Senior Vice President and Chief Financial Officer of Sodexho, a position he has held since 1975. Prior to joining Sodexho, Mr. Carton held positions with several French and American companies, including Manpower, Inc. (Vice President, Finance for European Operations 1970-1975), Control Data Corporation (Vice President, Finance European countries 1962-1970) and General Electric Company (Engineer 1960-1962). Edouard de Royere................. 65 Mr. de Royere is a director of L'Air Liquide and its former Chairman and Chief Executive Officer, a position he held from 1985 until his retirement in 1995. Prior to such time, Mr. de Royere served in various capacities at L'Air Liquide, including Vice President (1982-1985), Assistant Vice President (1980-1982), Assistant to the Chief Executive Officer (1979) and General Counsel and Company Secretary (1967- 1979). Mr. de Royere also serves as a director of Sodexho, L'Oreal S.A. (a beauty and personal care company), Groupe Danone (a food and beverage company) and Solvay S.A. (a chemical and pharmaceutical company). -3- John W. Marriott III.............. 36 In June 1996 Mr. Marriott became Senior Vice President of Old Marriott's Mid- Atlantic Region, a position he has retained with New Marriott. He joined Marriott Corporation in 1986 as a Sales Manager and subsequently served as a Restaurant Manager and as a director of Food and Beverage. In 1989, Mr. Marriott served as Executive Assistant to the Chairman, J.W. Marriott, Jr., who is his father. He has also held positions as Director of Corporate Planning, Finance, Director of Marketing for a hotel and General Manager. Since 1993, Mr. Marriott has held successive positions as Director of Finance in Old Marriott's Treasury Department, Director of Finance in the Host Marriott Finance and Development Department, and Vice President, Lodging Development for The Ritz-Carlton Hotel Company LLC. Doctor R. Crants.................. 53 Doctor R. Crants, a founder of Corrections Corporation of America ("CCA"), was elected Chief Executive Officer and Chairman of the Board of CCA in 1994 and President of CCA in 1998. From 1987 to 1994, he served as President, Chief Executive Officer and Vice Chairman of the Board of Directors of CCA. From 1983 to 1987, Mr. Crants served as Secretary and Treasurer of CCA. Mr. Crants has served as a director of CCA since 1983. In 1997, Mr. Crants founded and became Chairman of the Board of Trustees of CCA Prison Realty Trust. Mr. Crants serves as a director of the Nashville Area Chamber of Commerce and the Tennessee Vietnam Leadership Program. Daniel J. Altobello............... 56 Daniel J. Altobello is the Chairman of Onex Food Services, Inc., the parent corporation of Caterair International, Inc. and LSG/SKY Chefs, and the largest airline catering company in the world. From 1989 to 1995, Mr. Altobello served as Chairman, President and Chief Executive Officer of Caterair International Corporation. From 1979 to 1989, he held various managerial positions with the food service management and in-flight catering divisions of Marriott Corporation, including Executive Vice President of Marriott Corporation and President, Marriott Airport Operations Group. Mr. Altobello began his management career at Georgetown University, including service as Vice President, Administration Services. He is a member of the board of directors of American Management Systems, Inc., Colorado Prime Corp. and Blue Cross Blue Shield of Maryland, and a trustee of Loyola Foundation, Inc., Mt. Holyoke College, Suburban Hospital Foundation, Inc. and the Woodstock Theological Center at Georgetown University. Directors are elected annually and hold office until the next annual meeting of stockholders and until their successors are elected and qualified. The above-listed Directors will hold office until the next Annual Meeting of Stockholders. Three of the above-listed Directors (Pierre Bellon, Bernard Carton and Edouard de Royere) were nominated by Sodexho in accordance with the Stockholder Agreement dated March 27, 1998 by -4- and between the Company and Sodexho (the "Stockholder Agreement"). In addition, two of the above-listed Directors (William J. Shaw and J.W. Marriott III) were nominated by Old Marriott in accordance with the Stockholder Agreement. Charles D. O'Dell was also nominated pursuant to the Stockholder Agreement in anticipation of his nomination as Chief Executive Officer of the Company. See "THE TRANSACTION -- Arrangements Between SMS and Sodexho -- Stockholder Agreement" on pages 49 through 50 of the Definitive Proxy Statement prepared for the Special Meeting of Stockholders of Marriott International, Inc. commenced on March 17, 1998 and adjourned to March 20, 1998 (the "Proxy Statement"). Such section of the Proxy Statement is incorporated by reference into this report. Executive Officers Please refer to the Form 10-K, as filed on February 23, 1998, for information on the Executive Officers of the Company. Committees of the Company's Board The Company's Board has two standing committees: Audit and Compensation. The members of the Audit Committee are Doctor R. Crants, Edouard de Royere and Daniel J. Altobello, who serves as Chair. The Audit Committee meets at least two times a year with the Company's independent auditors, management representatives and internal auditors. The Audit Committee recommends to the Company's Board the appointment of independent auditors, approves the scope of audits and other services to be performed by the independent and internal auditors, and reviews the results of internal and external audits, the accounting principles applied in financial reporting and the adequacy of financial and operational controls. The independent auditors and internal auditors have unrestricted access to the Audit Committee and vice versa. The members of the Compensation Committee are Bernard Carton, William J. Shaw and Doctor R. Crants, who serves as Chair. The functions of this Committee include determining the compensation of senior officers and certain other employees, administering employee compensation and benefit plans and reviewing the operations and policies of such plans. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") requires the Company's executive officers and directors, and persons who own more than ten percent of a registered class of the Company's equity securities ("Reporting Persons"), to file reports of beneficial ownership and changes in beneficial ownership of the Company's equity securities with the Securities and Exchange Commission ("SEC") and the New York Stock Exchange. Specific due dates for these reports have been established, and the Company is required to report in this report any failure by such persons to file such reports on a timely basis during 1997. During 1997, the Reporting Persons of Old Marriott were in compliance with these requirements, with the exception of one transaction not timely reported by Robert T. Pras and one transaction not timely reported by Edwin D. Fuller. ITEM 11 -- COMPENSATION OF EXECUTIVE OFFICERS OF THE REGISTRANT The following tables on Executive Compensation (Table I - Summary Compensation Table, Table II - Stock Option Grants in Last Fiscal Year, and Table III - Aggregated Stock Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values) reflect awards denominated in Old Marriott Common Stock and do not reflect redenomination of such awards into shares of New -5- Marriott Common Stock as a result of the Spinoff. All awards were made under the Marriott International, Inc. 1993 Comprehensive Stock Incentive Plan or the Marriott International, Inc. 1996 Comprehensive Stock Incentive Plan (the "Old Marriott Plans"). In connection with the Spinoff, the awards under the Old Marriott Plans were canceled and substitute awards were granted under the Marriott International, Inc. 1998 Comprehensive Stock and Cash Incentive Plan (the "New Marriott Plan"). The substitute awards preserved (but did not increase or decrease) the economic value of the awards under the Old Marriott Plans. Summary Compensation Table Table I below sets forth a summary of the compensation paid by Old Marriott during the last three fiscal years to the Chief Executive Officer of Old Marriott and the five most highly compensated executive officers (other than the Chief Executive Officer) of Old Marriott as of January 2, 1998. As of March 27, 1998, immediately following the Transactions, the persons listed below no longer hold executive officer positions with the Company, but have assumed positions with New Marriott. Although not an employee of the Company, William J. Shaw has been elected Chairman of the Board of Directors of the Company. ================================================== Annual Compensation Long-Term Compensation ================================================================================================================== Restricted All Other Salary Stock Stock Compensation Fiscal (1)(2) Bonus (3)(4) Options (5)(6) Name Year ($) ($) ($) (#) ($) ================================================================================================================== J. W. Marriott Jr. 1997 900,000 990,000 198,001 287,500 79,590 Chairman and Chief 1996 840,866 809,754 161,975 71,000 32,125 Executive Officer 1995 800,000 696,000 139,202 100,000 7,592 - ------------------------------------------------------------------------------------------------------------------ William J. Shaw 1997 618,846 556,961 111,410 195,000 24,009 President and Chief 1996 545,289 425,325 85,085 46,000 19,780 Operating Officer 1995 520,000 342,680 589,152 52,000 35,910 - ------------------------------------------------------------------------------------------------------------------ William R. Tiefel 1997 565,000 452,000 90,431 135,000 44,714 Executive Vice 1996 545,289 393,699 1,175,020 46,000 40,323 President and 1995 520,000 341,120 365,720 52,000 35,187 President - Marriott Lodging Group - ------------------------------------------------------------------------------------------------------------------ Joseph Ryan 1997 400,000 320,000 741,766 100,000 12,493 Executive Vice 1996 371,000 248,941 49,775 25,000 1,170 President and General 1995 350,000 217,000 43,403 30,000 119,900 Counsel - ------------------------------------------------------------------------------------------------------------------ Michael A. Stein 1997 400,000 320,000 63,966 100,000 29,761 Executive Vice 1996 356,731 239,366 47,850 23,000 25,950 President and Chief 1995 325,000 201,500 572,792 25,000 21,126 Financial Officer - ------------------------------------------------------------------------------------------------------------------ James M. Sullivan 1997 400,000 320,000 63,966 100,000 29,684 Executive Vice 1996 320,000 236,730 47,355 23,000 24,622 President - Lodging 1995 265,000 383,787 460,450 11,500 19,700 Development - ------------------------------------------------------------------------------------------------------------------ -6- (1) Fiscal year 1996 base salary earnings were for 53 weeks, all other fiscal year base salary earnings were for 52 weeks. (2) Salary amounts include base salary earned and paid in cash during the fiscal year and the amount of base salary deferred at the election of the executive officer under the Old Marriott Employees' Profit Sharing, Retirement and Savings Plan and Trust (the "Profit Sharing Plan") and Executive Deferred Compensation Plan (the "Deferred Plan"). (3) All awards of restricted stock noted in the above table for 1995, 1996 and 1997 were originally made under the Old Marriott Plans for 1995, 1996 and 1997 performance. Restricted stock awards granted by Old Marriott are subject to general restrictions, such as continued employment and non- competition, and in some cases, additional performance restrictions such as attainment of financial objectives. Holders of restricted stock receive dividend payments and exercise voting rights with respect to such shares. Awards of deferred bonus stock were generally derived by dividing 20 percent of each individual's annual cash bonus award by the average of the high and low trading prices for a share of Old Marriott Common Stock on the last trading day for the fiscal year. No voting rights or dividends are attributed to award shares until such awards are distributed. The individual executive may elect to denominate the awards as current or deferred. A current award is distributed in 10 annual installments commencing one year after the award is granted. A deferred award is distributed in a lump sum or in up to 10 installments following termination of employment. Deferred bonus stock contingently vests pro-rata in ten annual installments commencing one year after the award is granted to the employee. Awards are not subject to forfeiture once the employee reaches age 55 with 10 years of service with Old Marriott, or has 20 years of service with Old Marriott with Board approval. (4) Total awards for each executive including awards reflected in the restricted stock column in the above table include the following for the named individual: (i) for Mr. Marriott 5,833 shares deferred bonus stock with a value of $399,910; (ii) for Mr. Shaw 15,651 shares deferred bonus stock, 27,000 shares restricted stock and 25,000 shares deferred contract stock with an aggregate value of $4,638,153; (iii) for Mr. Tiefel 66,569 shares deferred bonus stock, 2,000 shares restricted stock and 49,847 shares deferred contract stock with an aggregate value of $8,118,601; (iv) for Mr. Ryan 3,098 shares deferred bonus stock, 28,000 shares restricted stock and 10,000 shares deferred contract stock with an aggregate value of $2,817,679; (v) for Mr. Stein 5,977 shares deferred bonus stock, 15,000 shares restricted stock and 10,000 shares deferred contract stock with an aggregate value of $2,123,783; and (vi) for Mr. Sullivan 9,308 shares deferred bonus stock, 12,000 shares restricted stock, 10,000 shares deferred contract stock with an aggregate value of $2,146,476. (5) Amounts included in "All Other Compensation" represent Company matching contributions made under one or both of the Profit Sharing Plan and the Deferred Plan. In 1997, for Mr. Marriott, $3,711 was attributable to the Profit Sharing Plan and $75,879 was attributable to the Deferred Plan; for Mr. Shaw, $2,082 was attributable to the Profit Sharing Plan and $21,926 was attributable to the Deferred Plan; for Mr. Tiefel, $3,711 was attributable to the Profit Sharing Plan and $41,003 was attributable to the Deferred Plan; for Mr. Ryan, $1,531 was attributable to the Profit Sharing Plan and $10,962 was attributable to the Deferred Plan; for Mr. Stein, $3,711 was attributable to the Profit Sharing Plan and $26,050 was attributable to the Deferred Plan; for Mr. Sullivan, $3,711 was attributable to the Profit Sharing Plan and $25,972 was attributable to the Deferred Plan. (6) In 1996, Mr. J.W. Marriott, Jr. waived his vested right to receive post- retirement distributions of cash under the Deferred Plan and Old Marriott Common Stock under the Old Marriott 1993 Comprehensive Stock Incentive Plan (the "1993 Plan"). The payments and stock distributions waived were awarded to Mr. Marriott in 1995 and prior years and were -7- disclosed as required in earlier proxy statements of Old Marriott or of Marriott Corporation. In connection with this waiver, Old Marriott entered into an arrangement to purchase life insurance policies for the benefit of a trust established by Mr. Marriott, which arrangement has been assigned to Old Marriott. The cost of the life insurance policies to Old Marriott will not exceed the projected after-tax cost Old Marriott expected to incur in connection with the payments under the Deferred Plan and the stock distributions under the 1993 Plan that were waived by Mr. Marriott. Stock Options Table II and Table III below set forth information regarding options to purchase Old Marriott Common Stock granted in fiscal 1997 under the Old Marriott Plans. Stock Option Grants in Last Fiscal Year % of Total Stock Options Stock Granted Options to Grant Date Granted Employees Exercise Expiration Present (1) in Fiscal Price Date Value (4) Name (#) Year ($/Sh) (2)(3) ($) J. W. Marriott, Jr. 225,000 6.5 54.188 02/06/07 4,155,750 62,500 1.8 67.7813 11/06/12 1,470,000 William J. Shaw 150,000 4.3 54.188 02/06/07 2,770,500 45,000 1.3 67.7813 11/06/12 1,058,400 William R. Tiefel 100,000 2.9 54.188 02/06/07 1,847,000 35,000 1.0 67.7813 11/06/12 823,200 Joseph Ryan 80,000 2.3 54.188 02/06/07 1,477,600 20,000 0.6 67.7813 11/06/12 470,400 Michael A. Stein 80,000 2.3 54.188 02/06/07 1,477,600 20,000 0.6 67.7813 11/06/12 470,400 James M. Sullivan 80,000 2.3 54.188 02/06/07 1,477,600 20,000 0.6 67.7813 11/06/12 470,400 (1) Under the Old Marriott Plans, Old Marriott was entitled to grant to eligible employees stock options either on a non-qualified tax basis or as "incentive stock options" within the meaning of Section 422 of the Internal Revenue Code. All options granted to Old Marriott employees in 1997 were non-qualified options and totaled 3,449,975 shares. (2) All options granted except for the supplemental options granted on February 6, 1997, vest over four years on the anniversary date of the grant at a rate of 25% per year and have a 15-year term. Except as set forth in the succeeding sentence, if an optionee ceases to be an employee, other than by reason of death, while holding an exercisable option, the option will generally terminate if not exercised within three months of termination of employment. Options held by optionees who retire and meet certain retirement provisions of the Old Marriott Plan (retirement approved by the Compensation Policy Committee of the Board of -8- Directors and either age 55 with 10 years of service, or 20 years of service) will not expire until the earlier of (i) the expiration of the option in accordance with its original term or (ii) one year from the date on which the option granted latest in time to the optionee has fully vested. Options are not transferable except that if an optionee dies while an employee of Old Marriott more than one year from the date the option was granted, a legatee may exercise the remaining options at any time up to one year after the date of death of the employee. (3) The options granted on February 6, 1997 will vest in full at the end of eight years on the anniversary date of the grant and may vest earlier at the end of three, four or five years if certain stock price appreciation goals are achieved. (4) The Black-Scholes option pricing model was used to estimate the present value of the options at the date of the grant. The material assumptions and adjustments used in estimating the value of the options include: a 10-year option term for the February grant and a 15-year option term for the November grant, an exercise price of $54.188 for the options issued in February and $67.7813 for the options issued in November, expected volatility of 23.97%, an annual dividend of $0.35, a risk free interest rate of 6.15%, an expected life of 7.15 years and a 13.3% reduction to reflect the probability of forfeiture due to termination prior to vesting. These inputs resulted in an $18.47 per share option value for the February grant and a $23.52 per share option value for the November grant. Aggregated Stock Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values - -------------------------------------------------------------------------------------------------------------------- Number of Shares Underlying Value of Unexercised Unexercised Options at Fiscal In-the-Money Stock Options at Year End (#) Fiscal Year End (3) ------------------------------ ----------------------------- Shares Acquired on Value Company Exercise Realized Name (1)(2) (#) ($) Exercisable Unexercisable Exercisable Unexercisable - --------------------------------------------------------------------------------------------------------------------- J.W. Marriott, Jr. MI 0 0 954,250 413,250 45,379,937 6,470,336 HMC 0 0 810,447 0 12,671,964 0 ------------------------------------------------------------------------------------------------- TOTAL 0 0 1,764,697 413,250 58,051,901 6,470,336 - --------------------------------------------------------------------------------------------------------------------- William J. Shaw MI 20,000 952,066 528,500 269,500 25,707,664 4,032,905 HMC 22,389 364,950 439,927 0 7,033,999 0 ------------------------------------------------------------------------------------------------- TOTAL 42,389 1,317,016 968,427 269,500 32,741,663 4,032,905 - --------------------------------------------------------------------------------------------------------------------- William R. Tiefel MI 30,000 1,314,617 358,500 209,500 17,291,480 3,306,518 HMC 9,795 150,171 283,211 0 4,581,072 0 ------------------------------------------------------------------------------------------------- TOTAL 39,795 1,464,788 641,711 209,500 21,872,552 3,306,518 - --------------------------------------------------------------------------------------------------------------------- Joseph Ryan MI 25,000 1,208,600 33,750 146,250 1,068,972 2,406,150 HMC 0 0 0 0 0 0 ------------------------------------------------------------------------------------------------- TOTAL 25,000 1,208,600 33,750 146,250 1,068,972 2,406,150 - --------------------------------------------------------------------------------------------------------------------- Michael A. Stein MI 20,400 1,105,086 70,250 137,250 2,612,242 2,090,397 HMC 14,386 288,409 0 0 0 0 ------------------------------------------------------------------------------------------------- TOTAL 34,786 1,393,495 70,250 137,250 2,612,242 2,090,397 - --------------------------------------------------------------------------------------------------------------------- James M. Sullivan MI 4,700 165,830 108,125 126,375 5,160,066 1,715,963 HMC 0 0 13,154 0 213,072 0 ------------------------------------------------------------------------------------------------- TOTAL 4,700 165,830 121,279 126,375 5,373,138 1,715,963 - --------------------------------------------------------------------------------------------------------------------- (1) "MI" represents options to purchase Old Marriott Common Stock. "HMC" represents options to purchase Host Marriott Corporation Common Stock. (2) In connection with the distribution of all of Old Marriott's outstanding common stock on a share-for-share basis to shareholders of Marriott Corporation (now Host Marriott -9- Corporation) ("Host Marriott") in October 1993 (the "October 1993 Distribution") and pursuant to the Marriott Corporation Employee Stock Option Plan, all Marriott Corporation options were adjusted to reflect the October 1993 Distribution. Each nonqualified Marriott Corporation option was "split" by (i) adjusting the price at which the Marriott Corporation option (as adjusted, a "Host Marriott Corporation Option") was exercisable for common stock of Host Marriott Corporation and (ii) providing the holder thereof with an option to purchase an identical number of shares of Old Marriott Common Stock (each, an "Old Marriott Option"). The exercise price of the Old Marriott Option was set, and the exercise price of the corresponding Host Marriott Corporation Option was adjusted, so as to equal, in the aggregate, the exercise price of the Marriott Corporation option prior to the October 1993 Distribution. Accordingly, these adjustments merely preserved, and did not increase or decrease, the economic value of the outstanding Marriott Corporation option prior to the October 1993 Distribution. In December of 1995, in connection with the distribution of all of Host Marriott Services Corporation's outstanding common stock on a share-for-share basis to shareholders of Host Marriott Corporation (the "Host Marriott Services Distribution") and pursuant to the Host Marriott Corporation 1993 Comprehensive Stock Incentive Plan, all Host Marriott Corporation Options were adjusted to reflect the Host Marriott Services Distribution. The Host Marriott Services Distribution resulted in a lower option price and greater number of options in Host Marriott Corporation for all Old Marriott employees with outstanding options in Host Marriott Corporation. The exercise price was set, and the price of the Host Marriott Corporation Options were adjusted, so as to preserve (but not increase or decrease) the economic value of each Host Marriott Corporation Option immediately prior to the Host Marriott Services Distribution. (3) Based on a per share price for Old Marriott Common Stock of $68.56 and a per share price for Host Marriott Corporation Common Stock of $19.21. These prices reflect the average of the high and low trading prices on the New York Stock Exchange on January 2, 1998. Compensation of Directors Directors who are also employees of the Company receive no additional compensation for service as directors. The Chairman of the Board, who is not an employee of the Company, receives an annual retainer fee of $50,000. Other directors who are not employees of the Company receive an annual retainer fee of $25,000. Non-employee directors also receive a fee of $1,250 for attendance at Board, Committee or Stockholder meetings. The Chair of each Committee of the Board also receives a fee of $1,250. Directors are also reimbursed for travel expenses and other out-of-pocket costs when incurred in attending meetings. Compensation Committee Interlocks And Insider Participation During 1997, the Compensation Policy Committee of Old Marriott was comprised of Floretta Dukes McKenzie (Chair), Roger W. Sant, W. Mitt Romney and Lawrence M. Small. J.W. Marriott, Jr., the former Chairman and Chief Executive Officer of Old Marriott and now Chairman and Chief Executive Officer of New Marriott, serves on the Executive Compensation Committee of the Board of Directors of General Motors Corporation. Harry J. Pearce, a director of New Marriott, is an executive officer and director of General Motors Corporation. -10- ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Security Ownership Of Certain Beneficial Owners The following table sets forth the number and percentage of shares of the Company's Common Stock owned beneficially (or deemed to be beneficially owned pursuant to the rules of the SEC), as of March 27, 1998, by any person who is known to the Company to be the beneficial owner of 5% or more of such Common Stock, immediately after giving effect to the Transactions (including the Reverse Stock Spilt) on March 27, 1998. Information as to beneficial ownership is based upon statements furnished to the Company by such persons. Number of Shares Percent of Name and Address Owned of Record Common Stock of Beneficial Owner and Beneficially (1) Outstanding Sodexho Alliance, S.A. (2)................. 29,949,925 48.4% 3 avenue Newton 78189 Montigny-le-Bretonneux, France Richard E. Marriott (3)(4)................. 3,223,156 5.2 10400 Fernwood Road Bethesda, MD 20817 J.W. Marriott, Jr. (3)(5).................. 3,112,740 5.0 10400 Fernwood Road Bethesda, MD 20817 (1) Based on the number of shares outstanding at March 27, 1998. Share amounts reflect cancellation of options and other awards which were replaced with grants of replacement options and awards by New Marriott, as well as certain adjustments in order to preserve (but not increase or decrease) the economic value of the securities previously held. For purposes of this table, "beneficial ownership" is used as defined in Rule 13d-3 of the Exchange Act. (2) Bellon S.A. is the majority stockholder of Sodexho Alliance, S.A. Pierre Bellon, a Director of the Company, along with members of his family, is the majority stockholder of Bellon S.A. Mr. Bellon, as the majority stockholder of Bellon S.A., and Bellon S.A., as the majority stockholder of Sodexho Alliance, S.A., may each be deemed to have beneficial ownership of the shares beneficially owned by Sodexho Alliance, S.A. Except to the extent of their pecuniary interest in Sodexho Alliance, S.A., Bellon S.A. and Pierre Bellon disclaim beneficial ownership of such shares. (3) Includes: 393,750 shares held by J.W. Marriott, Jr. and Richard E. Marriott as co-trustees of 16 trusts of the benefit of their children and 634,196 shares owned by The J. Willard Marriott Foundation, a charitable foundation in which J.W. Marriott, Jr., Richard E. Marriott and their mother serve as co-trustees. These shares are reported as beneficially owned by both J.W. Marriott, Jr. and Richard E. Marriott. The shares included herein do not include: (i) 477,588 shares owned and controlled by certain other members of the Marriott family, (ii) 416,846 shares held by a charitable annuity trust, created by the will of J. Willard Marriott, in which J.W. Marriott, Jr. and Richard E. Marriott have a remainder interest and in which -11- their mother is trustee, or (iii) 39,443 shares held by the adult children of J.W. Marriott, Jr. and Richard E. Marriott, as trustee of 26 trusts established for the benefit of the grandchildren of J.W. Marriott, Jr. and Richard E. Marriott. (4) Includes, in addition to the shares referred to in footnote (3): (i) 74,922 shares held as trustee of two trusts established for the benefit of J.W. Marriott, Jr., (ii) 17,054 shares owned by Richard E. Marriott's wife, (iii) 150,957 shares owned by four trusts for the benefit of Richard E. Marriott's children, in which his wife serves as a co-trustee, and (iv) 575,682 shares owned by First Media Limited Partners, whose general partner is Richard E. Marriott. (5) Includes, in addition to the shares referred to in footnote (3): (i) 100,607 shares held as trustee of two trusts for the benefit of Richard E. Marriott, (ii) 17,106 shares owned by J.W. Marriott, Jr.'s wife (Mr. Marriott disclaims beneficial ownership of such shares), (iii) 167,566 shares owned by four trusts for the benefit of J.W. Marriott, Jr.'s children, in which his wife serves as a co-trustee, (iv) 5,829 shares owned by six trusts for the benefit of J.W. Marriott, Jr.'s grandchildren, in which his wife serves as a co-trustee, (v) 20,000 shares owned by JWM Associates Limited Partnership, whose general partner is J.W. Marriott, Jr., and (vi) 676,897 shares owned by Family Enterprises whose general partner is a corporation in which J.W. Marriott, Jr. is a controlling stockholder. Security Ownership Of Management The following table sets forth the number and percentage of shares of the Company's Common Stock owned beneficially (or deemed to be beneficially owned pursuant to the rules of the SEC), as of March 27, 1998, by each current Director of the Company, and by all current Directors and current Executive Officers of the Company as a group, in each case immediately after giving effect to the Transactions (including the Reverse Stock Spilt) on March 27, 1998. Beneficial ownership reporting with respect to the Named Executive Officers of the Company (none of which are current Executive Officers), required to be disclosed pursuant to the rules of the SEC, is included in a separate table. The following information as to beneficial ownership is based upon statements furnished to the Company by such persons. Amount of Shares Percent Name Beneficially Owned (1) of Class Directors: Pierre Bellon (2)............................... 29,949,926 48.4% John W. Marriott, III (3)....................... 58,901 * Charles D. O'Dell (4)........................... 25,786 * William J. Shaw (5)............................. 14,844 * Daniel J. Altobello (6)......................... 4,001 * Doctor R. Crants................................ 1 * Bernard Carton.................................. 1 * Edouard de Royere............................... 1 * All current Directors and Executive Officers as a Group (19 persons)............................ 30,115,919 48.7 ________________________ * Less than 1% -12- (1) Based on the number of shares outstanding as of March 27, 1998. Share amounts reflect cancellation of certain options and other awards which were replaced with grants of replacement options and awards by New Marriott, as well as certain adjustments in order to preserve (but not increase or decrease) the economic value of the securities previously held. For purposes of this table, "beneficial ownership" is used as defined in Rule 13d-3 of the Exchange Act. (2) Includes 29,949,925 shares beneficially owned by Sodexho Alliance, S.A. Mr. Bellon, along with members of his family, is the majority stockholder of Bellon S.A., which is the majority stockholder of Sodexho Alliance, S.A. Sodexho Alliance, S.A. beneficially owns 29,949,925 shares of Common Stock of the Company. Bellon S.A., as the majority stockholder of Sodexho Alliance, S.A., and Mr. Bellon, as the majority stockholder of Bellon S.A., may each be deemed to have beneficial ownership of 29,949,925 shares of Common Stock of the Company beneficially owned by Sodexho Alliance, S.A. Except to the extent of their pecuniary interest in such shares, Bellon S.A. and Mr. Bellon disclaim beneficial ownership of such shares. (3) Includes 3,604 shares held by Mr. Marriott, III as trustee of three trusts for the benefit of his children, 2,805 shares owned by three trusts for the benefit of his children in which his wife serves as co-trustee, and 1,590 shares owned by his wife. (4) Includes 18,277 shares of unvested restricted stock awarded under the Old Marriott Plans (as redenominated in connection with the Transactions). Shares of restricted stock are voted by the holder thereof. See footnote (3) of the "Summary Compensation Table" included in this Form 10-K. (5) Includes 2,912 shares beneficially owned by Mr. Shaw's children. (6) Includes 400 shares owned by Mr. Altobello's wife (Mr. Altobello disclaims beneficial ownership of such shares). Security Ownership of Former Named Executive Officers Pursuant to the rules of the SEC, the following table sets forth the number and percentage of shares of the Company's Common Stock owned beneficially (or deemed to be beneficially owned pursuant to the rules of the SEC), as of March 27, 1998, by each of the persons identified as Named Executive Officers of the Company for the previous fiscal year, immediately after giving effect to the Transactions (including the Reverse Stock Spilt) on March 27, 1998. On March 27, 1998, in connection with the Transactions, each of the Named Executive Officers identified below resigned as an executive officer of Old Marriott and became executive officers of New Marriott. The following information as to beneficial ownership is based upon statements furnished to the Company by such persons. Amount of Shares Percent Name Beneficially Owned (1) of Class Named Executive Officers: William R. Teifel............................... 15,249 * Michael A. Stein................................ 4,372 * James M. Sullivan............................... 3,727 * Joseph Ryan..................................... 2,157 * ________________________ * Less than 1% (1) Based on the number of shares outstanding at March 27, 1998. Share amounts reflect cancellation of options and other awards which were replaced with grants of replacement options and awards by New Marriott, as well as certain adjustments in order to preserve (but not increase or decrease) the economic value of the securities previously held. For purposes of this table, "beneficial ownership" is used as defined in Rule 13d-3 of the Exchange Act. -13- ITEM 13 -- CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS General In general, see "THE TRANSACTIONS--Arrangements Between SMS and New Marriott" and "Arrangements Between SMS and Sodexho" on pages 43 through 50 of the Proxy Statement, for a discussion of certain arrangements with New Marriott and Sodexho, respectively, that were entered into upon consummation of the Transactions. Such sections of the Proxy Statement are incorporated by reference into this report. Pierre Bellon, who is a Director of the Company, is the Chairman and Chief Executive Officer of Sodexho. Bellon S.A., a privately held corporation, beneficially owns approximately 42 percent of Sodexho. Mr. Bellon and members of his family beneficially own approximately 68 percent of Bellon S.A., and subsidiaries of Sodexho beneficially own approximately 19 percent of Bellon S.A. Bernard Carton, who is a Director of the Company, is the Vice President, Finance of Sodexho. Edouard de Royere, who is a director of the Company, is a director of Sodexho. Certain Transactions JWM Family Enterprises, L.P. ("Family Enterprises"), a Delaware limited partnership owned by J.W. Marriott, Jr., the former Chairman and Chief Executive Officer of Old Marriott and now Chairman and Chief Executive Officer of New Marriott, and members of his immediate family, owns a 216-room Courtyard Hotel in Long Beach, California, a 120-room Residence Inn in San Antonio, Texas and a 468-room Fairfield Inn in Anaheim, California. Subsidiaries of Old Marriott operate the three properties pursuant to management agreements with Family Enterprises. For 1997, Old Marriott received management fees totaling $878,183 for these properties, plus reimbursement of certain expenses. Old Marriott also received payments in 1997 of $54,647 from Family Enterprises related to furnishings and supplies for the Anaheim and Long Beach Hotels. McIntosh Mill Ltd. ("McIntosh Mill"), a Utah limited partnership in which Richard E. Marriott, a former director of Old Marriott and a current director of New Marriott, has a 40 percent limited partnership interest, is party to an agreement with Marriott Ownership Resort, Inc. ("MORI"), a subsidiary of Old Marriott, under which MORI purchased land in Park City, Utah from McIntosh Mill on which MORI is constructing a mixed-use, multi-phase development. The terms of the Agreement call for McIntosh Mill to purchase from MORI the commercial condominium units for a cash purchase price calculated as the pro rata share of the development and construction costs of the project allocable to the commercial units less (i) the value of the land allocated to the residential condominium units retained by MORI for its time share resort, and (ii) an agreed upon development fee earned by McIntosh Mill. Construction of all phases was completed in 1997 and the cash portion of the purchase price for the commercial space payable to MORI is approximately $3.95 million. MORI has secured payment of these amounts by purchase money mortgages on the commercial condominium units until McIntosh Mill obtains long term mortgage financing which is expected to be arranged in 1998. On March 29, 1997, Old Marriott acquired substantially all of the outstanding common stock of Renaissance Hotel Group N.V. ("RHG"), an operator and franchisor of 150 hotels in 38 countries, for approximately $1 billion. Dr. Henry Cheng Kar-Shun, a former director of Old Marriott and now a director of New Marriott, together with members of the Cheng family, beneficially owned approximately 60 percent of the RHG shares acquired by Old Marriott, and Dr. Cheng became a director of Old Marriott in connection with the RHG acquisition. RHG operates 87 hotels in which affiliates of Dr. Cheng and members of the Cheng family have a direct or indirect ownership or leasehold interest. New World Development, for which Dr. Cheng serves as Managing Director and which is 35.3 percent owned by Dr. Cheng and members of the Cheng family, its affiliates or -14- affiliates of Dr. Cheng have indemnified RHG, its subsidiaries and Old Marriott for certain lease, debt, guarantee and other obligations in connection with the formation of RHG as a hotel management company in 1995. Relationship Between Old Marriott and Host Marriott J.W. Marriott, Jr. and Richard E. Marriott and their respective immediate family members beneficially own approximately 6.5 percent and 6.5 percent, respectively, of the common stock of Host Marriott Corporation ("Host Marriott"). Richard E. Marriott is the Chairman of the Board of Host Marriott, and J.W. Marriott, Jr. is a director of Host Marriott. Old Marriott and Host Marriott are or have been party to agreements which provide, among other things, for Old Marriott to (i) manage lodging properties owned or leased by Host Marriott (the "Host Marriott Lodging Management Agreements"), (ii) manage senior living communities owned by Host Marriott (the "Host Marriott Senior Living Management Agreements"), (iii) advance up to $225 million to Host Marriott under a line of credit (the "Host Marriott Credit Agreement"), (iv) guarantee Host Marriott's performance in connection with certain loans or other obligations (the "Old Marriott Guarantees") and (v) provide Host Marriott with various administrative and consulting services and a sublease of office space at the Marriott headquarters building (the "Services Agreements"). Old Marriott had the right to purchase up to 20 percent of the voting stock of Host Marriott if certain events involving a change of control of Host Marriott occur. These agreements were assigned from Old Marriott to New Marriott upon completion of the Spinoff. The Host Marriott Lodging Management Agreements provide for Old Marriott to manage Marriott hotels, Courtyard hotels and Residence Inns owned or leased by Host Marriott. Each Host Marriott Lodging Management Agreement, when entered into, reflects market terms and conditions and is substantially similar to the terms of management agreements with third-party owners regarding lodging facilities of a similar type. Old Marriott recognized sales of $2,302 million and operating profit (before corporate expenses and interest) of $140 million during 1997, from the lodging properties owned or leased by Host Marriott. Additionally, Host Marriott is a general partner in several unconsolidated partnerships that own lodging properties operated by Old Marriott under long- term agreements. Old Marriott recognized sales of $1,513 million and operating profit (before corporate expenses and interest) of $122 million in 1997, from the lodging properties owned by these unconsolidated partnerships. Old Marriott also leases land to certain of these partnerships and recognized land rent income of $23 million in 1997. In June 1997, Old Marriott sold to Host Marriott all of the issued and outstanding stock of Forum Group, Inc. which owns or leases 29 senior living communities, for aggregate consideration of approximately $550 million, comprised of cash, notes from Host Marriott, Old Marriott's share of outstanding debt of Forum Group, and approximately $87 million to be received as expansions as certain communities are completed. Marriott Senior Living Services, Inc., a subsidiary of Old Marriott, manages these communities under the Host Marriott Senior Living Management Agreements. Each Host Marriott Senior Living Management Agreement reflects market terms and conditions and is substantially similar to the terms of management agreements with third-party owners regarding senior living facilities of a similar type. Old Marriott recognized sales of $126 million and operating profit (before corporate expenses and interest) of $1 million under these agreements during 1997. On June 19, 1997, the $225 million secured credit facility under the Host Marriott Credit Agreement was terminated by mutual consent. Under the Host Marriott Credit Agreement, interest on outstanding balances up to $112.5 million accrued at LIBOR plus 3 percent; interest on outstanding balances from $112.5 million to $225 million accrued at LIBOR plus 4 percent. Old Marriott has provided, and New Marriott may in the future provide, financing to Host Marriott for a portion of the cost of acquiring properties to be operated or franchised by New Marriott, including -15- notes received as partial consideration for Host Marriott's purchase of Forum Group, Inc. The outstanding principal amount of these loans was $135 million at January 2, 1998, and Old Marriott recognized $9 million in 1997 in interest and fee income under these credit agreements with Host Marriott. Under the Old Marriott Guarantees, Old Marriott has guaranteed Host Marriott's performance to lenders and other third parties. These guarantees were limited to $107 million at January 2, 1998. No payments have been made by Old Marriott pursuant to these guarantees. Old Marriott also provides certain administrative services to Host Marriott (including the services provided to Host Marriott Services prior to the Host Marriott Services Distribution) for which Old Marriott was paid approximately $17 million in 1997, including reimbursements, pursuant to the Services Agreements. In December 1997, Host Marriott completed its acquisition of the Leisure Park at Lakewood, New Jersey senior living community, purchasing all but one percent of Old Marriott's 50 percent interest for approximately $8.65 million in cash and notes. In 1997, Old Marriott's subsidiary that manages this facility received management fees of $919,665 from the partnership. Relationship Between Old Marriott and Host Marriott Services Until December 29, 1995, Host Marriott Services Corporation ("Host Marriott Services") was a wholly owned subsidiary of Host Marriott. On that date, Host Marriott separated the Host Marriott Services businesses from its other businesses through the "Host Marriott Services Distribution" to holders of outstanding shares of Host Marriott common stock of one share of Host Marriott Services common stock for each five shares of Host Marriott common stock. Upon the consummation of the Host Marriott Services Distribution, Host Marriott Services became a separate, publicly held company. J.W. Marriott, Jr. and Richard E. Marriott and their respective immediate family members beneficially own approximately 6.9 percent and 6.8 percent, respectively, of the common stock of Host Marriott Services. William J. Shaw, former President and Chief Operating Officer and a director of Old Marriott and now the President and Chief Operating Officer and a director of New Marriott and a Director of the Company, is the Chairman of the Board of Host Marriott Services, and J.W. Marriott, Jr. and Richard E. Marriott are directors of Host Marriott Services. In connection with the Host Marriott Services Distribution, Old Marriott and Host Marriott Services entered into service agreements that are similar to the Service Agreements, and in some cases Host Marriott has assigned to Host Marriott Services, and Host Marriott Services has assumed, the applicable Services Agreements. Old Marriott received payments aggregating approximately $10 million in 1997, including reimbursements, pursuant to these agreements. In addition, Old Marriott provides and distributes food and supplies to Host Marriott Services, for which Old Marriott charged approximately $80 million in 1997. In connection with the Transactions, the obligations of Old Marriott to Host Marriott Services under various service agreements were assigned to New Marriott, and the Company and New Marriott entered into restated Noncompetition Agreements with Host Marriott Services that superceded the previous Noncompetition Agreement between Old Marriott and Host Marriott Services. -16- PART IV ITEM 14 -- EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) LIST OF DOCUMENTS FILED AS PART OF THIS REPORT (1) FINANCIAL STATEMENTS Please refer to the Form 10-K, as filed on February 23, 1998, for the information required to be included in Item 14(a)(1). (2) FINANCIAL STATEMENT SCHEDULES Please refer to the Form 10-K, as filed on February 23, 1998, for the information required to be included in Item 14(a)(2). (3) EXHIBITS Any shareholder who desires a copy of the following Exhibits may obtain a copy upon request from the Company at a charge that reflects the reproduction cost of such Exhibits. Requests should be made to the Secretary, Sodexho Marriott Services, Inc., 10400 Fernwood Road, Bethesda, Maryland 20817. Incorporation by Reference (where a report or registration statement is indicated below, that document has been previously filed by the Company and the applicable exhibit is incorporated by reference thereto.) Exhibit No. Description - ------------------------------------------------------------------------------------------------------------------------------------ 3.1 Amended and Restated Certificate of Exhibit No. 3(a) to Form 8-K dated April 3, 1998. Incorporation. 3.2 Amended and Restated Bylaws. Exhibit No. 3(b) to Form 8-K dated April 3, 1998. 4.1 Certificate of Designation, Preferences and Exhibit No. 4.1 to Form 8-K dated October 25, 1993. Rights of Series A Junior Participating Preferred Stock. 4.2 Rights Agreement with The Bank of New York, (a) Exhibit No. 4.2 to Form 8-K dated October 25, 1993; as Rights Agent, as amended. (b) Exhibit No. 1 to Form 8-A/A filed on October 15, 1997 (Amendment No. 1); and (c) Amendment No. 2 to Rights Agreement dated as of March 27, 1998 to be filed by amendment to Form 8-A. 4.3 Indenture with Chemical Bank, as Trustee, as (a) Exhibit Nos. 4(i) and 4(ii) to Form 8-K dated supplemented December 8, 1993 (original Indenture and First Supplemental Indenture); (b) Exhibit No. 4(ii) to Form 8-K dated April 19, 1995 (Second Supplemental Indenture); (c) Exhibit No. 4.2 to Form 8-K dated June 7, 1995 (Third Supplemental Indenture); (d) Exhibit No. 4.2 to Form 8-K dated December 11, 1995 (Fourth -17- Incorporation by Reference (where a report or registration statement is indicated below, that document has been previously filed by the Company and the applicable exhibit is incorporated by reference thereto.) Exhibit No. Description - ---------------------------------------------------------------------------------------------------------------------------- Supplemental Indenture); (e) Exhibit No. 4(a) to Form 8-K/A dated April 27, 1998 (Fifth Supplemental Indenture); (f) Exhibit No. 4(b) to Form 8-K/A dated April 27, 1998 (Sixth Supplemental Indenture); Exhibit No. 4(c) to Form 8-K/A dated April 27, 1998 (Seventh Supplemental Indenture); and Exhibit No. 4(d) to Form 8-K/A dated April 27, 1998 (Eighth Supplemental Indenture). 4.4 Indenture with The Bank of New York, as (a) Exhibit No. 4.1 to Form 8-K dated March 25, 1996; (b) Trustee, relating to Liquid Yield Option Exhibit No. 4.2 to Form 8-K dated March 25, 1996 (First Notes, as supplemented. Supplemental Indenture) 4.5 Indenture among RHG Finance Corporation, as (a) Exhibit No. 2.02 to Renaissance Hotel Group N.V. issuer, Renaissance Hotel Group N.V. and Old Annual Report on Form 20-F for the fiscal year ended June Marriott, as guarantors, and The First 30, 1996; and (b) Exhibit No. 4 to Form 10-Q for the National Bank of Chicago as Trustee, as fiscal quarter ended June 20, 1997 (First and Second supplemented. Supplemental Indenture). 10.1 $1.5 billion Credit Agreement with Citibank, (a) Exhibit No. 10 to Form 10-Q for the fiscal quarter N.A., as Administrative Agent, and certain ended March 28, 1997 (original agreement), and (b) banks, as Banks, as amended. previously filed as Exhibit No. 10.1 to the Form 10-K for the fiscal year ended January 2, 1998 (First Amendment). 10.2 Distribution Agreement with Host Marriott, (a) Exhibit No. 10.3 to Form 8-K dated October 25, 1993; as amended. (b) Exhibit No. 10.2 to Form 10-K for the fiscal year ended December 29, 1995 (first Amendment); and (c) Exhibit No. 10-1 to Form 10-Q for the fiscal quarter ended September 12, 1997 (Second Amendment). 10.3 Non Competition Agreement with Host Marriott (a) Exhibit No. 10.7 to Form 8-K dated October 25, 1993; and Host Marriott Services Corporation, as (b) Exhibit No. 10.4 to Form 10-K for the fiscal year amended. ended December 29, 1995 (Amendment No. 1). 10.4 Employee Benefits and Other Employment Exhibit No. 10.6 to Form 8-K dated October 25, 1993. Matters Allocation Agreement with Host Marriott. 10.5 1993 Comprehensive Stock Incentive Plan, as Exhibit No. 10.7 to Form 10-K for the fiscal year ended amended. December 30, 1994. 10.6 1996 Comprehensive Stock Incentive Plan. Appendix A to Proxy Statement for the Annual Meeting of Shareholders held on May 10, 1996. 10.7 1994 Executive Officer Incentive Plan. Exhibit No. 10.1 to Form 10-Q for the fiscal quarter ended March 25, 1994. -18- Incorporation by Reference (where a report or registration statement is indicated below, that document has been previously filed by the Exhibit No. Description Company and the applicable exhibit is incorporated by reference thereto.) - --------------------------------------------------------------------------------------------------------------------------- 10.8 1995 Non-Employee Directors' Deferred Stock Appendix A to Proxy Statement for the Annual Meeting of Compensation Plan. Shareholders held on May 9, 1997. 10.9 Agreement and Plan of Merger by and among Exhibit No. (c)(1) to Schedule 14d-1 dated February 23, Marriott International, Inc., FGI 1996. Acquisition Corp. and Forum Group, Inc. 10.10 Acquisition Agreement, dated as of February Exhibit No. 10.1 to Form 8-K dated February 19, 1997. 17, 1997, by and between Old Marriott and Renaissance Hotel Group N.V. 10.11 Shareholder Agreement, dated as of February Exhibit No. 10.2 to Form 8-K dated February 19, 1997. 17, 1997, by and between Marriott International, Inc. and Diamant Hotel Investments N.V. 10.12 Stock Purchase Agreement, dated as of June Exhibit No. 10.2 to Form 10-Q for the fiscal quarter 21, 1997, by and between Host Marriott ended September 12, 1997. Corporation and Marriott Senior Living Services, Inc. 10.13 Distribution Agreement dated as of September Appendix A to Definitive Proxy Statement for a Special 30, 1997 between the Company and New Meeting of Shareholders commenced on March 17, 1998 and Marriott MI, Inc. adjourned to March 20, 1998. 10.14 Agreement and Plan of Merger dated as of Appendix B to Definitive Proxy Statement for a Special September 30, 1997 by and among the Company, Meeting of Shareholders commenced on March 17, 1998 and Marriott-ICC Merger Corp., New Marriott MI, adjourned to March 20, 1998. Inc., Sodexho Alliance, S.A., and International Catering Corporation 10.15 Omnibus Restructuring Agreement dated as of Appendix C to Definitive Proxy Statement for a Special September 30, 1997 by and among the Company, Meeting of Shareholders commenced on March 17, 1998 and Marriott-ICC Merger Corp., New Marriott MI, adjourned to March 20, 1998. Inc., Sodexho Alliance, S.A., and International Catering Corporation. 10.16 Amendment Agreement, dated as of January 28, Appendix D to Definitive Proxy Statement for a Special 1998, by and among the Company, Marriott-ICC Meeting of Shareholders commenced on March 17, 1998 and Merger Corp., New Marriott MI, Inc. Sodexho adjourned to March 20, 1998. Alliance, S.A. and International Catering Corporation. -19- Incorporation by Reference (where a report or registration statement is indicated below, that document has been previously filed by the Company and the applicable exhibit is incorporated by reference thereto.) Exhibit No. Description - --------------------------------------------------------------------------------------------------------------------------- 10.17 Employee Benefits and Other Employment Exhibit No. 10.1 to Form 10 of New Marriott MI, Inc. Matters Allocation Agreement, dated as of filed on February 13, 1998. September 30, 1997, by and between the Company and New Marriott MI, Inc. 10.18 Trademark and Trade Name License Agreement Filed herewith. dated as of March 27, 1998 among the Company, New Marriott and Marriott Worldwide Corporation 10.19 Royalty Agreement dated as of March 27, 1998 Filed herewith. between Sodexho Alliance, N.A. and the Company. 10.20 $620 million Credit Agreement dated as of (a) Exhibit No. 10(a) to Form 8-K/A dated April 27, 1998; January 30, 1998 with the Company, as Borrower, and (b) Exhibit No. 10(c) to Form 8-K/A dated April 27, certain initial lenders, as Initial Lenders, 1998 (Amendment No. 1). Societe Generale and J.P. Morgan Securities Inc. ("J.P. Morgan"), as Arrangers, Societe Generale, as Administrative Agent, and Morgan Guaranty Trust Company of New York ("Morgan"), as Documentation Agent, as amended. 10.21 $735 million Credit Agreement dated as of (a) Exhibit No. 10(b) to Form 8-K/A dated April 27, 1998; January 30, 1998 with Sodexho Marriott and (b) Exhibit No. 10(d) to Form 8-K/A dated April 27, Operations, Inc., as Borrower, the Company, as 1998 (Amendment No. 1). Parent Guarantor, certain initial lenders, as Initial Lenders, Societe Generale and Morgan, as Initial Issuing Banks, Morgan, as Documentation Agent and Administrative Agent, and Societe Generale and J.P. Morgan, as Arrangers, as amended. 10.22 Stockholder Agreement dated as of Filed herewith. March 27, 1998 between Sodexho Alliance, N.A. and the Company. 12 Computation of Ratio of Earnings to Fixed Previously filed as Exhibit No. 12 to the Charges. Form 10-K for the fiscal year ended January 2, 1998. 21 Subsidiaries of Marriott International, Inc. Previously filed as Exhibit No. 21 to the Form 10-K for the fiscal year ended January 2, 1998. 23 Consent of Arthur Andersen LLP. Previously filed as Exhibit No. 23 to the Form 10-K for the fiscal year ended January 2, 1998. 99 Forward-Looking Statements. Previously filed as Exhibit No. 99 to the Form 10-K for the fiscal year ended January 2, 1998. -20- SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. SODEXHO MARRIOTT SERVICES, INC. Dated: April 15, 1998 BY: /s/ Charles D. O'Dell ------------------------------------------ Charles D. O'Dell President and Chief Executive Officer Pursuant to the requirement of the Securities Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in capacities and on the dates indicated. Dated: April 15, 1998 By: /s/ Charles D. O'Dell ---------------------------------------- Charles D. O'Dell President, Chief Executive Officer and Director [Principal Executive Officer] Dated: April 15, 1998 By: /s/ Lawrence E. Hyatt ---------------------------------------- Lawrence E. Hyatt Senior Vice President and Chief Financial Officer [Principal Financial Officer] Dated: April 15, 1998 By: /s/ Lota Zoth ---------------------------------------- Lota Zoth Corporate Controller and Chief Accounting Officer [Principal Accounting Officer] Dated: April 15, 1998 By: /s/ William J. Shaw ---------------------------------------- William J. Shaw Chairman and Director Dated: April 15, 1998 By: /s/ Pierre Bellon ---------------------------------------- Pierre Bellon Director Dated: April 15, 1998 By: /s/ Bernard Carton ---------------------------------------- Bernard Carton Director Dated: April 15, 1998 By: /s/ Edouard de Royere ---------------------------------------- Edouard de Royere Director -21- Dated: April 15, 1998 By: /s/ John W. Marriott, III ---------------------------------------- John W. Marriott, III Director Dated: April 15, 1998 By: /s/ Doctor R. Crants ---------------------------------------- Doctor R. Crants Director Dated: April 15, 1998 By: /s/ Daniel J. Altobello ---------------------------------------- Daniel J. Altobello Director -22-