Exhibit (4)(g)
Amendment No. 2 to Rights Agreement
Amendment No. 2 dated as of March 27, 1998 to the Rights
Agreement dated as of October 8, 1993 and amended by Amendment No. 1
("Amendment No. 1") thereto dated as September 30, 1997 (as so amended, the
"Rights Agreement") between Marriott International, Inc., a Delaware
corporation (the "Company"), and The Bank of New York, a New York banking
corporation (the "Rights Agent"). Terms not otherwise defined herein are used
herein as defined in the Rights Agreement.
W I T N E S S E T H
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WHEREAS, pursuant to Amendment No. 1, the Rights Agreement was
amended such that the Rights are not and will not become exercisable as a
result of the transactions relating to and contemplated by the Agreement and
Plan of Merger (the "Merger Agreement") dated as of September 30, 1997 by and
among the Company, Marriott-ICC Merger Corp., New Marriott MI, Inc., Sodexho
Alliance, S.A. ("Sodexho") and International Catering Corporation;
WHEREAS, pursuant to the Merger Agreement, the Company has
agreed to enter into amendments to the Rights Agreement, at Sodexho's request,
the effect of which would be to terminate the Rights Agreement or cause the
Rights to be extinguished, canceled, redeemed or otherwise made inapplicable;
and
WHEREAS, pursuant to Sections 26 and 28 of the Rights
Agreement, the Company, at Sodexho's request, now desires to amend certain
provisions of the Rights Agreement in order to supplement certain provisions
therein.
NOW, THEREFORE, the Rights Agreement is hereby amended as
follows:
1. Section 1(a) is amended in its entirety to read as follows:
(a) "Acquiring Person" shall mean any Person who or
which, together with all Affiliates and Associates of such
Person, shall be the Beneficial Owner of 20% or more of the
shares of Common Stock then outstanding, but shall not
include (i) the Company, (ii) any Subsidiary of the Company,
(iii) any employee benefit plan of the Company or of any
Subsidiary of the Company, (iv) any Person or entity
organized, appointed or established by the Company for or
pursuant to the terms of any such plan, or (v) Sodexho
Alliance, S.A. ("Sodexho") or any of its Affiliates; and,
provided, further, that no Person who or which, together with
all Affiliates and Associates of such Person, becomes the
Beneficial Owner of 20% or more of the shares of Common Stock
then outstanding solely as a result of the transactions
relating to and contemplated by the Agreement and Plan of
Merger dated as of September 30, 1997, as amended, by and
among the Company, Marriott-ICC Merger Corp., New Marriott
MI, Inc., Sodexho and International Catering Corporation
shall be deemed an Acquiring Person for any purpose of this
Agreement.
2. Section 1(t) is amended in its entirety to read as follows:
(t) "Final Expiration Date" shall mean the Close of
Business on September 26, 2003.
3. Section 1(ii) is amended in its entirety to read as follows:
"Specified Directors" shall mean those directors of the
Board who are not (i) officers of the Company, (ii) within a
class constituting of the issue of J. Willard Marriott, Sr.,
living from time to time, a spouse of such issue, or the
spouse of J. Willard Marriott, Sr., (iii) an Acquiring
Person, or an Affiliate or Associate of an Acquiring Person,
or a representative of an Acquiring Person or of any such
Affiliate or Associate, or (iv) any Person (other than
Sodexho or any of its Affiliates), or an Affiliate or
Associate of such Person, who has made a tender offer or
exchange for which, upon consummation thereof would make such
Person the Beneficial Owner of 30% or more of the shares of
Common Stock then outstanding. An adopted child shall be
considered a child by blood of any such issue.
4. Section 3(a) is amended in its entirety to read as follows:
Until the earliest of (i) the Close of Business on the
tenth day after the Stock Acquisition Date (or, if the tenth
day after the Stock Acquisition Date occurs before the Record
Date, the Close of Business on the Record Date) or (ii) the
Close of Business on the tenth Business Day after the date
that a tender or exchange offer by any Person (other than the
Company, any Subsidiary of the Company, any employee benefit
plan of the Company or of any Subsidiary of the Company, any
Person or entity organized, appointed or established by the
Company for or pursuant to the terms of any such plan, or
Sodexho or any of its Affiliates) is first published or sent
or given within the meaning of Rule 14d-2(a) of the General
Rules and Regulations under the Exchange Act, if upon
consummation thereof, such Person would be the Beneficial
Owner of 30% or more of the shares of Common Stock then
outstanding (the earliest of (i) and (ii) being herein
referred to as the "Distribution Date"), (x) the Rights will
be evidenced (subject to the provisions of paragraph (b) of
this Section 3) by the certificates for the Common Stock
(which certificates for Common Stock shall be deemed also to
be certificates for Rights) and not be separate certificates,
and (y) the rights will be transferable only in connection
with the transfer of the underlying shares of Common Stock.
As soon as practicable after the Distribution Date, the
Rights Agent will, at the expense of the Company, send by
first-class, insured, postage prepaid mail, to each record
holder of the Common Stock as of the Close of Business on the
Distribution Date, at the address of such holder shown on the
stockholder records of the Company, one or more rights
certificates, in substantially the form of Exhibit B hereto
(the "Rights Certificates"), evidencing one Right for each
share of Common Stock so held, subject to adjustment as
provided herein. In the event that an adjustment in the
number of Rights per share of Common Stock has been made
pursuant to Section 11(p) hereof, at the time of distribution
of the Rights Certificates, the Company shall make the
necessary and appropriate rounding adjustments (in accordance
with Section 14(a) hereof) so that Rights Certificates
representing only whole numbers of Rights are distributed and
cash is paid in lieu of any fractional Rights. As of and
after the Distribution Date, the Rights will be evidenced
solely by such Rights Certificates.
5. Section 11(a)(ii)(B) is amended in its entirety to read as
follows:
(B) any Person (other than the Company, any Subsidiary
of the Company, any employee benefit plan of the Company or
of any Subsidiary of the Company, any Person or entity
organized, appointed or established by the Company for or
pursuant to the terms of any such plan, or Sodexho or any of
its Affiliates), alone or together with its Affiliates and
Associates, shall, at any time after the Rights Dividend
Declaration Date, become the Beneficial Owner of 30% or more
of the shares of Common Stock then outstanding, unless the
event causing the 30% threshold to be crossed is (x) a
transaction set forth in Section 13(a) hereof, or (y) an
acquisition of shares of Common Stock pursuant to a tender
offer or an exchange offer for all outstanding shares of
Common Stock at a price and on terms determined by at least a
majority of the members of the Board and who are not
representatives, nominees, Affiliates or Associates of an
Acquiring Person, after receiving advice from one or more
investment banking firms, to be (a) at a price which is fair
to stockholders (taking into account all factors which such
members of the Board deem relevant including, without
limitation, prices which could reasonably be achieved if the
Company or its assets were sold on an orderly basis designed
to realize maximum value) and (b) otherwise in the best
interests of the Company and its stockholders then, promptly
following five (5) days after the date of the occurrence of
an event described in Section 11(a)(ii)(B) hereof and
promptly following the occurrence of an event described in
Section 11(a)(ii)(A) hereof, proper provision shall be made
so that each holder of a Right (except as provided below and
in Section 7(e) hereof) shall thereafter have the right to
receive, upon exercise thereof at the then current Purchase
Price in accordance with the terms of this Agreement, in lieu
of a number of one one-thousandths of a share of Preferred
Stock, such number of shares of Common Stock of the Company
as shall equal the result obtained by (x) multiplying the
then current Purchase Price by the then number of one
one-thousandths of a share of Preferred Stock for which a
Right was exercisable immediately prior to the first
occurrence of a Section 11(a)(ii) Event, and (y) dividing
that product (which, following such first occurrence, shall
thereafter be referred to as the "Purchase Price" for each
Right and for all purposes of this Agreement) by 50% of the
Current Market Price per share of Common Stock on the date of
such first occurrence (such number of shares being referred
to as the "Adjustment Shares").
6. Except as expressly herein set forth, the remaining
provisions of the Rights Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, this Agreement No. 2 has been signed to be
effective as of this 27th day of March 1998 by authorized representatives of
each of the Company and the Rights Agent.
Marriott International, Inc.
By: /s/ Raymond G. Murphy
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Name: Raymond G. Murphy
Title: Vice President and Treasurer
The Bank of New York
By: /s/ John I. Sivertsen
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Name: John I. Sivertsen
Title: Vice President