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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
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RENAISSANCE HOTEL GROUP N.V.
(NAME OF SUBJECT COMPANY)
RENAISSANCE HOTEL GROUP N.V.
(NAME OF PERSON(S) FILING STATEMENT)
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COMMON STOCK, PAR VALUE 0.01 NETHERLANDS GUILDERS PER SHARE
(TITLE OF CLASS OF SECURITIES)
N73689 10 6
(CUSIP NUMBER OF CLASS OF SECURITIES)
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ROBERT W. OLESEN
EXECUTIVE MANAGING DIRECTOR, EXECUTIVE VICE PRESIDENT
AND CHIEF FINANCIAL OFFICER
C/O RENAISSANCE HOTELS INTERNATIONAL
29800 BAINBRIDGE ROAD
SOLON, OHIO 44139
(216) 498-9090
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
WITH A COPY TO:
STEPHAN H. HAIMO, ESQ.
STROOCK & STROOCK & LAVAN LLP
180 MAIDEN LANE
NEW YORK, NEW YORK 10038-4982
(212) 806-5400
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SCHEDULE 14D-9
ITEM 1. SECURITY AND SUBJECT COMPANY.
The name of the subject company is Renaissance Hotel Group N.V., a
Netherlands limited liability company ("Renaissance" or the "Company"), and
the address of the principal executive offices of the Company is 17th Floor,
New World Tower II, 18 Queen's Road, Central, Hong Kong. The Company's United
States headquarters and primary shareholder relations office is located at c/o
Renaissance Hotels International, 29800 Bainbridge Road, Solon, Ohio 44139.
The title of the class of equity securities to which this statement relates is
the Common Stock, par value 0.01 Netherlands Guilders per share (the
"Shares"), of the Company.
ITEM 2. TENDER OFFER OF THE BIDDER.
This statement relates to the tender offer disclosed in a Schedule 14D-1
dated February 24, 1997 by Marriott International, Inc., a Delaware
corporation ("Marriott"), to purchase all outstanding Shares, at a price per
Share of $30.00, net to the seller in cash (the "Offer Price"), upon the terms
and subject to the conditions set forth in the Offer to Purchase dated
February 24, 1997 and in the related Letter of Transmittal (which together
constitute the "Offer"). The Offer states that the address of the principal
executive offices of Marriott are located at 10400 Fernwood Road, Bethesda,
Maryland 20817.
The Offer is being made pursuant to an Acquisition Agreement dated as of
February 17, 1997 (the "Acquisition Agreement") by and between Marriott and
the Company. The Acquisition Agreement is filed as Exhibit 1 to this Schedule
14D-9 and is incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND.
(a) The name and address of the Company, which is the person filing this
statement, are set forth in Item 1 above.
(b) Except as described below in this Item 3(b) or incorporated herein by
reference, to the knowledge of the Company, as of the date hereof, there are
no material contracts, agreements, arrangements or understandings and actual
or potential conflicts of interest, between the Company or its affiliates and
(i) the Company, its executive officers, directors or affiliates or (ii)
Marriott, its executive officers, directors or affiliates.
Certain contracts, agreements, arrangements and understandings between the
Company and its executive officers, directors and affiliates are described on
pages 11-13 and 27-29 of the Company's Annual Report on Form 20-F for the
fiscal year ended June 30, 1996 (the "Form 20-F") in the sections entitled
"Item 1. DESCRIPTION OF BUSINESS--Management Agreements--Affiliated-Party
Management Agreements," "Item 4. CONTROL OF REGISTRANT," "Item 11.
COMPENSATION OF DIRECTORS AND OFFICERS," "Item 12. OPTIONS TO PURCHASE
SECURITIES FROM REGISTRANT OR SUBSIDIARIES" and "Item 13. INTEREST OF
MANAGEMENT IN CERTAIN TRANSACTIONS." Pages 11-13 and 27-29 of the Form 20-F
are filed as Exhibit 2 hereto and are incorporated herein by reference.
1. TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL ARRANGEMENTS
Following is a description of certain termination of employment and change
of control arrangements which were established by the Company and its
subsidiaries in January 1997 in light of the proposed sale of the Company as
then contemplated by the Letter of Intent with Doubletree Corporation
("Doubletree") described herein under Item 4(b):
Change of Control Agreements. On January 10, 1997, the Company and certain
of its subsidiaries entered into change of control agreements (the "Change of
Control Agreements") with three senior executive officers of the Company
(collectively, the "Senior Executives"). A copy of the form of the Change of
Control Agreements is filed as Exhibit 5 hereto and is incorporated herein by
reference.
The Change of Control Agreements generally provide that if any of the Senior
Executives' employment with the Company or its subsidiaries is terminated for
any reason other than Cause (as defined below) within two years after a Change
of Control (as defined below), such Senior Executive will be entitled to a
lump sum payment upon such termination of employment. A "Change of Control" is
defined in the Change of Control Agreements as the first to occur of the
following events: (a) the sale or other divestiture of all or substantially
all of the assets of the Company or its subsidiaries; (b) the acquisition by
any person or affiliated group of persons of more than 50% of the outstanding
common stock of the Company or of its subsidiaries; or (c) a change in the
composition of the Company's Board of Managing Directors such that a majority
of the Company's Board of Managing Directors is not comprised of persons
affiliated with or employed by New World Group Members (as such term is
defined in the Company's prospectus with respect to its September 1995 initial
public offering). The consummation of the Offer will constitute a Change of
Control under the Change of Control Agreements. "Cause" is defined in the
Change of Control Agreements as any act or any failure to act on the part of
the Senior Executive which constitutes a felony for which such Senior
Executive is convicted or pleads nolo contendere.
The Senior Executives are entitled to receive the same benefits if, within
two years following a Change of Control, the Senior Executives terminate their
employment for "Good Reason" as defined in the Change of Control Agreements,
which includes the following: (a) any limitation of the Senior Executives'
responsibilities or duties, or any demotion in the Senior Executives'
positions; (b) any removal of the Senior Executives from, or failure to re-
elect the Senior Executives to, any of the positions with the Company or its
subsidiaries held by the Senior Executives; (c) any reduction in the Senior
Executives' annual base salary or fringe benefit coverages; (d) any
detrimental change in the Senior Executives' bonus entitlement or in the
formula or method of calculation of such bonus; (e) any change in the Senior
Executives' travel obligations; or (f) any change in the Senior Executives'
principal work location or the location of the Senior Executives' primary work
group by more than 35 miles from such Senior Executives' or work groups'
current location.
The Change of Control Agreements also contain a provision which provides
that, to the extent that any payment to a Senior Executive (under the Change
of Control Agreement or otherwise) constitutes an excess parachute payment
under Section 280G of the Internal Revenue Code of 1986, as amended (the
"Code"), the Company or its subsidiaries will make a gross-up payment to such
individual in an amount necessary to enable such individual to pay the excise
tax (and any interest and penalties thereon and any income and excise taxes
thereon) with respect to such excess parachute payment and such gross-up
payment.
In addition, the Company has an employment agreement with another senior
executive officer of the Company which was entered into in May 1996 and
provides that if such executive officer terminates his employment with the
Company at any time during the one year period after a Change of Control, he
will be entitled to receive a lump sum payment upon such termination of
employment equal to the salary which he would have received over the remaining
term of his agreement, as well as certain disability and health benefits.
The aggregate of the maximum amounts payable under the above arrangements
with the Senior Executives and such other executive officer is approximately
$2,723,000 (exclusive of any gross-up payments).
Severance Plan. On January 10, 1997, the Company and certain of its
subsidiaries adopted the Renaissance Hotel Group N.V. Key Employee Severance
Plan (the "Severance Plan"), covering all Senior Vice Presidents and Vice
Presidents of the Company and its subsidiaries other than the Senior
Executives (the "Executives"). A copy of the form of the Severance Plan is
filed as Exhibit 6 hereto and is incorporated herein by reference.
The Severance Plan generally provides that if an Executive's employment with
the Company or its subsidiaries is terminated for any reason other than Cause
within two years after a Change of Control, the Executive will be entitled to
a lump sum payment upon such termination of employment equal to 2.4 times such
individual's gross annual base salary at the rate in effect on the date of
such Change of Control. The Executive would receive the same benefits if,
within two years following a Change of Control, he terminates his employment
for Good Reason.
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The Severance Plan also contains a provision which provides that, to the
extent that any payment to an Executive (under the Severance Plan or
otherwise) constitutes an excess parachute payment under Section 280G of the
Code, the Company or its subsidiaries will make a gross-up payment to such
individual in an amount necessary to enable such individual to pay the excise
tax (and any interest and penalties thereon and any income and excise taxes
thereon) with respect to such excess parachute payment and such gross-up
payment.
Stay Bonus Plan. On January 10, 1997, the Company and certain of its
subsidiaries adopted the Renaissance Hotel Group N.V. Executive Stay Bonus
Plan (the "Stay Bonus Plan"). A copy of the Stay Bonus Plan is filed as
Exhibit 7 hereto and is incorporated herein by reference.
Pursuant to the Stay Bonus Plan, those executive officers and other
employees whose management and individual performance have a direct impact on
achieving the Company's objectives in connection with a planned change of
control and who are selected by the Board of Managing Directors of the
Company, upon the recommendation of management, the Chairman of the Board or
the Compensation Committee of the Board, to participate in the Stay Bonus Plan
will share in a bonus pool of a total of $1 million. Participants in the Stay
Bonus Plan generally will be entitled to receive their respective bonuses if
they continue in employment with the Company or its subsidiaries until the
consummation of a Change of Control.
Stock Options and 401(k) Plans. On January 10, 1997, the Compensation
Committee of the Company's Board of Managing Directors adopted a resolution
providing that all stock options held under the Renaissance Hotel Group N.V.
Amended and Restated 1995 Stock Option Plan will become fully vested upon a
Change of Control of the Company. Pursuant to the Acquisition Agreement, upon
such vesting, Marriott will pay to the holder of each outstanding stock
option, the difference between the Offer Price and the exercise price of such
stock option, unless Marriott and the holder of the stock option otherwise
agree in writing. See discussion under "The Acquisition Agreement--Company
Stock Options" below. In addition, any nonvested benefits under the
Renaissance Hotels & Resorts 401(k) Plan and the Renaissance Hotels Senior
Executive Supplemental 401(k) Plan become fully vested upon a Change of
Control and certain provisions to prevent adverse changes to the amount, form
or timing of benefit payments under the Supplemental 401(k) Plan and the
Renaissance Hotels Deferred Incentive Plan become effective upon a Change of
Control.
2. THE ACQUISITION AGREEMENT
The following is a summary of certain portions of the Acquisition Agreement,
a copy of which is filed as Exhibit 1 to this Schedule 14D-9 and is
incorporated herein by reference. Such summary is not intended to be complete
and is qualified in its entirety by reference to the Acquisition Agreement.
The Offer. The Acquisition Agreement provides for the making of the Offer by
Marriott. Subject only to the conditions described below under "Conditions to
Offer," Marriott has agreed to accept for payment and pay for all Shares
tendered pursuant to the Offer as soon as practicable following the expiration
of the Offer. Without the written consent of the Company (such consent to be
authorized by the Board of Managing Directors of the Company or a duly
authorized committee thereof), Marriott shall not (i) decrease the Offer Price
or change the form of consideration payable pursuant to the Offer (other than
as set forth below), (ii) decrease the number of Shares sought or extend the
Offer (other than as set forth below), or (iii) impose any additional
conditions or amend any condition of the Offer in any manner adverse to the
holders of the Shares; provided, however, that if on the scheduled expiration
date of the Offer (as it may be extended), all conditions to the Offer shall
not have been satisfied or waived, the Offer may be extended by Marriott from
time to time to permit the satisfaction of such conditions until termination
of the Acquisition Agreement, without the consent of the Company, to permit
satisfaction of such conditions. In addition, Marriott may, without the
consent of the Company, increase the Offer Price and extend the Offer to the
extent required by law.
The obligation of Marriott to accept for payment and pay for Shares tendered
pursuant to the Offer is subject to (i) there being, at the expiration of the
Offer, validly tendered and not withdrawn that number of Shares which
represent at least ninety percent (90%) of the capital stock entitled to vote
and then outstanding (the "Minimum Condition") and (ii) the satisfaction of
certain other conditions set forth below under "Conditions to Offer."
Recommendation. In the Acquisition Agreement, the Company consents to the
Offer and states that the Board of Managing Directors has unanimously (i)
determined that the Offer is fair to and in the best interests of
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the stockholders of the Company, (ii) approved the Acquisition Agreement and
the transactions contemplated thereby and (iii) resolved to recommend that the
stockholders of the Company accept the Offer and tender their Shares
thereunder to Marriott.
Conditions to Offer. Notwithstanding any other provisions of the Offer,
Marriott shall not be required to accept for payment or, subject to any
applicable rules and regulations of the Commission including Rule 14e-l(c)
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
(relating to Marriott's obligation to pay for or return tendered Shares
promptly after termination or withdrawal of the Offer), pay for, and may delay
the acceptance for payment of or, subject to the restrictions referred to
above, the payment for, any tendered Shares, and may amend the Offer
consistent with the terms of the Acquisition Agreement and the Offer or
terminate the Offer if (i) any applicable waiting period under the Hart-Scott-
Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), has not
expired or terminated prior to the expiration of the Offer, (ii) the Minimum
Condition has not been satisfied or (iii) at any time on or after February 17,
1997 and at or before the time of acceptance of Shares for payment pursuant to
the Offer, any of the following events shall occur:
(A) there shall have occurred any change, event, occurrence or
circumstance in the business, operations, properties, financial
condition or results of operations of the Company or any of its
subsidiaries which, individually or in the aggregate, has had or
is reasonably likely to have a Company Material Adverse Effect (as
defined below) (except for changes, events, occurrences or
circumstances with respect to general economic or industry
conditions);
(B) any governmental entity or court of competent jurisdiction
shall have enacted, issued, promulgated, enforced or entered any
statute, rule, regulation, executive order, decree, injunction or
other order (whether temporary, preliminary or permanent) which is
in effect and which (1) makes the acceptance for payment of, or
the payment for, some or all of the Shares illegal or otherwise
prohibits or restricts consummation of the Offer, (2) imposes
material limitations on the ability of Marriott to acquire or hold
or to exercise any rights of ownership of the Shares, or
effectively to manage or control the Company and its business,
assets and properties or (3) has had or is reasonably likely to
have a Company Material Adverse Effect; provided, however, that
the parties shall use all commercially reasonable efforts to cause
any such decree, judgment or other order to be vacated or lifted;
(C) the representations and warranties of the Company set forth
in the Acquisition Agreement shall not (i) have been true and
correct in any material respect on the date of the Acquisition
Agreement or (ii) be true and correct in any respect as of the
expiration date of the Offer (as such date may be extended) as
though made on or as of such date or the Company shall have
breached or failed in any respect to perform or comply with any
material obligation, agreement or covenant required by the
Acquisition Agreement to be performed or complied with by it
except, in each case with respect to clause (ii), (x) for changes
specifically permitted by the Acquisition Agreement and (y) (A)
for those representations and warranties that address matters only
as of a particular date which are true and correct as of such date
or (B) where the failure of representations and warranties
(without regard to materiality qualifications therein contained)
to be true and correct, or the performance or compliance with such
obligations, agreements or covenants, would not, individually or
in the aggregate, reasonably be expected to have a Company
Material Adverse Effect;
(D) the Acquisition Agreement shall have been terminated in
accordance with its terms;
(E) it shall have been publicly disclosed or Marriott shall have
learned that any person, entity or "group" (as that term is
defined in Section 13(d)(3) of the Exchange Act), other than
Marriott or its affiliates, shall have acquired beneficial
ownership (as determined pursuant to Rule 13d-3 of the Exchange
Act) of 20% or more of the Shares, or shall have entered into a
definitive agreement with the Company with respect to a tender
offer or exchange offer for any Shares or merger, consolidation or
other business combination with or involving the Company or any of
its subsidiaries;
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(F) the Board of Managing Directors of the Company shall have
withdrawn or modified in a manner adverse to Marriott its approval
or recommendation of the Offer, shall have recommended to the
Company's stockholders another offer or shall have adopted any
resolution to effect any of the foregoing;
(G) any of the consents, approvals, authorizations, orders or
permits required to be obtained by the Company, Marriott, or their
respective subsidiaries in connection with the Offer from, or
filings or registrations required to be made by any of the same
prior to the consummation of the Offer with, any governmental
entity in connection with the execution, delivery and performance
of the Acquisition Agreement shall not have been obtained or made
or shall have been obtained or made subject to conditions or
requirements, except (i) where the failure to have obtained or
made any such consent, approval, authorization, order, permit,
filing or registration or such conditions or requirements could
not reasonably be expected to (1) have a Company Material Adverse
Effect or a Marriott Material Adverse Effect (as defined below),
or (2) impose material limitations on the ability of Marriott to
acquire or hold or to exercise any rights of ownership of the
Shares, or effectively to manage or control the Company and its
business, assets and properties and (ii) for any such consent,
approval, authorization, order, permit, filing or registration
related to, or arising out of, compliance with statutes, rules or
regulations regulating the consumption, sale or serving of
alcoholic beverages; or
(H) there shall have occurred (1) any general suspension of
trading in, or limitation on prices for, securities on the New
York Stock Exchange, Inc., (2) the declaration of a banking
moratorium or any suspension of payments in respect of banks in
the United States (whether or not mandatory), (3) the commencement
of a war, armed hostilities or other international or national
calamity directly or indirectly involving the United States and
having had or being reasonably likely to have a Company Material
Adverse Effect or materially adversely affecting (or materially
delaying) the consummation of the Offer, (4) any limitation or
proposed limitation (whether or not mandatory) by any United
States or Dutch governmental authority or agency, or any other
event, that materially adversely affects generally the extension
of credit by banks or other financial institutions, (5) from the
date of the Acquisition Agreement through the date of termination
or expiration of the Offer, a decline of at least 25% in the
Standard & Poor's 500 Index or (6) in the case of any of the
situations described in clauses (1) through (5) inclusive,
existing at the date of the commencement of the Offer, a material
acceleration, escalation or worsening thereof;
which, in the reasonable judgment of Marriott, in any such case, and
regardless of the circumstances giving rise to any such condition, makes it
inadvisable to proceed with the Offer and/or with such acceptance for payment
or payments.
The above-described conditions are for the sole benefit of Marriott and may
be asserted by Marriott regardless of any circumstances giving rise to any
condition and may be waived by Marriott, in whole or in part at any time and
from time to time in the sole discretion of Marriott. The failure by Marriott
(or any affiliate of Marriott) at any time to exercise any of the foregoing
rights will not be deemed a waiver of any right and each right will be deemed
an ongoing right which may be asserted at any time and from time to time.
Termination. Pursuant to the terms of the Acquisition Agreement, the
Acquisition Agreement may be terminated and the Offer may be abandoned at any
time prior to consummation of the Offer: (a) by mutual consent of Marriott and
the Company; or (b) by action of the Board of Directors of either Marriott or
the Company if: (i) (x) the Closing Date (as defined in the Acquisition
Agreement) shall not have occurred on or before June 30, 1997 (provided that
the right to terminate the Acquisition Agreement under this clause (i) is not
available to any party whose breach of any representation or warranty or
failure to fulfill any covenant or agreement under the Acquisition Agreement
was the cause of or resulted in the failure of the Offer to be consummated on
or before such date); or (y) the Offer shall have expired or been terminated
and Marriott shall not have purchased any Shares pursuant to the Offer unless,
in the case of termination by Marriott, Marriott's
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obligation to purchase Shares pursuant to the Offer shall not have been
satisfied by reason of any failure of Marriott to fulfill its obligations
hereunder; or (ii) a United States federal or state or Dutch court of
competent jurisdiction or United States federal or state or Dutch
governmental, regulatory or administrative agency or commission shall have
issued an order, decree or ruling or taken any other action permanently
restraining, enjoining or otherwise prohibiting the transactions contemplated
by the Acquisition Agreement and such order, decree, ruling or other action
shall have become final and nonappealable (provided, that the party seeking to
terminate the Acquisition Agreement pursuant to this clause (ii) shall have
used all commercially reasonable efforts to remove such injunction, order or
decree); or (c) by action of the Board of Managing Directors of the Company on
five days' prior written notice to Marriott if the Board of Managing Directors
of the Company withdraws its approval or recommendation of the Offer or the
Acquisition Agreement, by reason of an Alternative Transaction Proposal, and
the Company pays to Marriott the fee described below under "Termination Fee;
Expenses"; or (d) by action of the Board of Directors of Marriott, if the
Board of Managing Directors of the Company shall not have issued, or shall
have withdrawn or modified (including by amendment of the Schedule 14D-9) in a
manner materially adverse to Marriott, its approval or recommendation of the
Offer or the Acquisition Agreement or shall have recommended an Alternative
Transaction Proposal to the stockholders of the Company, or shall have adopted
any resolution to effect any of the foregoing. In the event of the termination
of the Acquisition Agreement and the abandonment of the Acquisition pursuant
to its terms, all future obligations and liabilities of the parties thereto
shall terminate, except any obligations of the parties to pay fees and
expenses described below under "Termination Fee; Expenses."
Other Offers. Prior to consummation of the Offer, the Company agrees (a)
that neither it nor any of its subsidiaries shall, nor shall it or any of its
subsidiaries authorize or permit their respective officers, directors,
employees, agents and representatives (including, without limitation, any
investment banker, financial advisor, attorney, accountant, consultant or
other advisor, agent, representative or expert retained by or acting on behalf
of it or any of its subsidiaries) (collectively, "Representatives") to,
directly or indirectly, initiate, solicit, negotiate, encourage, or provide
confidential information to facilitate any inquiries or the making of any
proposal or offer (including, without limitation, any proposal or offer to any
of its stockholders) concerning, or that may reasonably be expected to lead
to, an Alternative Transaction (any such proposal or offer being hereinafter
referred to as an "Alternative Transaction Proposal"), and (b) that it will
notify Marriott promptly if any such inquiries or proposals are received by,
any information or documents is requested from, or any negotiations or
discussions are sought to be initiated or continued with, the Company or any
of its subsidiaries; provided, however, that (i) the foregoing shall not
prohibit the Board of Managing Directors from, to the extent applicable,
complying with Rule 14e-2 promulgated under the Exchange Act with regard to an
Alternative Transaction Proposal and (ii) the Company and its subsidiaries and
Representatives may furnish confidential information to and participate in
negotiations with a person making or proposing to make an Alternative
Transaction Proposal if (x) the Company's Board of Managing Directors is
advised by one or more of its financial advisors that such person has the
financial wherewithal to consummate an Alternative Transaction, (y) the Board
of Managing Directors reasonably determines, after receiving advice from the
Company's financial advisor, that such person has proposed an Alternative
Transaction that involves consideration to the Company's stockholders that is
superior to the consideration provided for under the Acquisition Agreement and
(z) based upon the advice of counsel to such effect, the Company's Board of
Managing Directors determines in good faith that it is necessary so to furnish
information and/or negotiate in order to comply with its fiduciary duty to
stockholders of the Company. The Company agreed that prior to furnishing any
such information to, or entering into any discussions or negotiations with,
any person or entity concerning an Alternative Transaction Proposal, the
Company shall (i) receive from such person or entity an executed
confidentiality agreement in customary form on terms not less favorable to the
Company than the confidentiality provisions contained in the Confidentiality
Agreement (as defined herein), providing for confidentiality of information
furnished by the Company to Marriott and its Representatives in connection
with the transactions contemplated hereby, and (ii) provide written notice to
Marriott to the effect that it is furnishing information to, or entering into
discussions or negotiations with, such person or entity. The Company shall
provide Marriott with a summary of the terms of any Alternative Transaction
Proposal received by the Company, or its subsidiaries or Representatives. For
purposes of the Acquisition Agreement, "Alternative Transaction" shall mean
any of the following involving the Company or
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any of its subsidiaries: (i) any merger, consolidation, Buy-Out, business
combination or other similar transaction; (ii) any sale, lease, exchange,
mortgage, pledge, transfer or other disposition of 20% or more of the assets
of the Company and its subsidiaries, determined on a consolidated basis in
accordance with United States generally accepted accounting principles
("GAAP"); (iii) any tender offer, exchange offer or other offer for 20% or
more of the outstanding shares of capital stock of the Company or the filing
of a registration statement under the Securities Act in connection therewith;
(iv) the acquisition by any person or entity of beneficial ownership or the
right to acquire beneficial ownership of, or the formation or existence of any
"group" (as such term is defined under Section 13(d) of the Exchange Act and
the rules and regulations promulgated thereunder) which beneficially owns, or
has the right to acquire beneficial ownership of, 20% or more of the then
outstanding shares of capital stock of the Company; or (v) any public
announcement of a proposal, plan or intention to do any of the foregoing or
any agreement or commitment to engage in any of the foregoing.
Termination Fee; Expenses. Pursuant to the Acquisition Agreement, in the
event that any person shall have made an Alternative Transaction Proposal for
the Company and the Acquisition Agreement is terminated by either party, or in
the event that the Acquisition Agreement is otherwise terminated under Section
7.1(d) thereof (as described above in clause (d) under "Termination"), the
Company shall pay Marriott a fee of $27,500,000 and reimburse Marriott for its
documented out-of-pocket expenses in connection with the transactions
contemplated by the Acquisition Agreement not exceeding $1,000,000.
Except as specifically provided in the Acquisition Agreement, each party
shall bear its own respective expenses incurred in connection with the
Acquisition Agreement and the Offer, including the preparation, execution and
performance of the Acquisition Agreement and the transactions contemplated
thereby, and all fees and expenses of investment bankers, finders, brokers,
agents, representatives, counsel and accountants.
Interim Agreements of Marriott and the Company. Except as contemplated by
the Acquisition Agreement, the Company has covenanted and agreed that, during
the period from the date of the Acquisition Agreement to the consummation of
the Offer, unless Marriott has consented in writing thereto, the Company
shall, and shall cause each of its subsidiaries to: (a) conduct its business
and operations only in the ordinary course of business consistent with past
practice; (b) use all reasonable efforts to preserve intact the business
organizations, goodwill, rights, licenses, permits and franchises of the
Company and its subsidiaries and maintain their existing relationships with
customers, suppliers and other persons having business dealings with them; (c)
use its commercially reasonable efforts to keep in full force and effect
adequate insurance overages and maintain and keep its properties and assets in
good repair, working order and condition, normal wear and tear excepted; (d)
not amend or modify its respective articles or certificate of incorporation,
by-laws, partnership agreement or other charter or organization documents; (e)
not authorize for issuance, issue, sell, grant, deliver, pledge or encumber or
agree or commit to issue, sell, grant, deliver, pledge or encumber any shares
of any class or series of capital stock of the Company or any of its
subsidiaries or any other equity or voting security or equity or voting
interest in the Company or any of its subsidiaries, any securities convertible
into or exercisable or exchangeable for any such shares, securities or
interests, or any options, warrants, calls, commitments, subscriptions or
rights to purchase or acquire any such shares, securities or interests (other
than issuances of Shares upon exercise of Stock Options (as defined below)
granted prior to the date of the Acquisition Agreement to directors, officers,
employees and consultants of the Company in accordance with the company stock
plan as currently in effect); (f) not (A) split, combine or reclassify any
shares of its capital stock or issue or authorize or propose the issuance of
any other securities in respect of, in lieu of, or in substitution for, shares
of its capital stock, (B) in solely the case of the Company, declare, set
aside or pay any dividends on, or make other distributions in respect of, any
of the Company's capital stock, or (C) repurchase, redeem or otherwise
acquire, or agree or commit to repurchase, redeem or otherwise acquire, any
shares of capital stock or other equity or debt securities or equity interests
of the Company or any of its subsidiaries; (g) not amend or otherwise modify
the terms of any Stock Options or the Company stock plan the effect of which
shall be to make such terms more favorable to the holders thereof or persons
eligible for participation therein; (h) other than regularly scheduled
seniority increases in the ordinary course of business consistent with past
practice, not increase the compensation payable or to become payable to any
directors, officers or employees of the Company or any of its subsidiaries, or
grant any severance or termination pay to, or enter into any employment or
severance agreement with any director or officer of the
7
Company or any of its subsidiaries, or establish, adopt, enter into or amend
in any material respect or take action to accelerate any material rights or
benefits under any collective bargaining, bonus, profit sharing, thrift,
compensation, stock option, restricted stock, pension, retirement, deferred
compensation, employment, termination, severance or other plan, agreement,
trust, fund, policy or arrangement for the benefit of any director, officer or
employee of the Company of any of its subsidiaries; (i) not acquire or agree
to acquire (including, without limitation, by merger, consolidation, or
acquisition of stock, equity securities or interests, or assets) any
corporation, partnership, joint venture, association or other business
organization or division thereof or otherwise acquire or agree to acquire any
assets of any other person outside the ordinary course of business consistent
with past practice or any interest in any real properties (whether or not in
the ordinary course of business); (j) not incur, assume or guarantee any
indebtedness for borrowed money (including draw-downs on letters or lines of
credit) or issue or sell any notes, bonds, debentures, debt instruments,
evidences of indebtedness or other debt securities of the Company or any of
its subsidiaries or any options, warrants or rights to purchase or acquire any
of the same, except for (A) renewals of existing bonds and letters of credit
in the ordinary course of business not to exceed $10,000,000 and (B) advances,
loans or other indebtedness in the ordinary course of business consistent with
past practice in an aggregate amount not to exceed $5,000,000; (k) not sell,
lease, license, encumber or otherwise dispose of, or agree to sell, lease,
license, encumber or otherwise dispose of, any material properties or assets
of the Company or any of its subsidiaries; (l) not authorize or make any
capital expenditures (including by lease) in excess of $5,000,000 in the
aggregate for the Company and all of its subsidiaries; (m) not make any
material change in any of its accounting or financial reporting (including tax
accounting and reporting) methods, principles or practices, except as may be
required by GAAP; (n) not make any material tax election or settle or
compromise any material United States, Dutch or foreign tax liability; (o)
except in the ordinary course of business consistent with past practice, not
amend, modify or terminate specified contracts or waive, release or assign any
material rights or claims thereunder; (p) not adopt a plan of complete or
partial liquidation, dissolution, merger, consolidation, restructuring,
recapitalization or other reorganization of the Company or any of its
subsidiaries; (q) not take any action that would, or would be reasonably
likely to, result in any of the representations and warranties set forth in
the Acquisition Agreement not being true and correct in any material respect
or any of the conditions to the Offer not being satisfied; and (r) not agree
or commit in writing or otherwise to do (or, in the case of clauses (a)
through (c), to do anything inconsistent with) any of the foregoing.
Board of Managing Directors. The Acquisition Agreement provides that in the
event that Marriott purchases and pays for at least a majority of the
outstanding Shares, the Company shall promptly take all actions necessary and
available (including, if requested by Marriott, calling a general meeting of
the holders of Shares) to cause the Company's Board of Managing Directors to
consist solely of persons designated by Marriott.
Company Stock Options. Upon the consummation of the Offer, all outstanding
options and other rights to acquire shares under any stock option or purchase
plan, program or similar arrangement (each, as amended, an "Option Plan" and
such options and other rights, "Stock Options") of the Company, shall vest in
full and Marriott shall pay to the holder of each outstanding Stock Option an
amount equal to the difference between the Offer Price and the exercise price
of each such Stock Option, unless Marriott and the pertinent holder agree
otherwise in writing. Such amount shall be paid by Marriott in cash. If and to
the extent required by the terms of the Option Plans or the terms of any Stock
Option granted thereunder, the Company shall use its best efforts to obtain
the consent of each holder of outstanding Stock Options to the foregoing
treatment of such Stock Options and to take any other action necessary to
effectuate the foregoing provisions.
Except as otherwise agreed to by the parties and to the extent permitted by
the Option Plans, the Option Plans of the Company shall terminate as of the
Closing Date and any rights under any provisions in any other plan, program or
arrangement providing for the issuance or grant by the Company of any interest
in respect of the capital stock of the Company shall be canceled as of the
Closing Date.
Employee Benefits. Marriott acknowledges that the Company is bound by the
employee severance plans applicable to employees of the Company, and Marriott
agrees to cause the Company to perform the terms thereof. The Company agrees,
prior to consummation of the Offer, that it shall, or shall cause one of its
subsidiaries to, take such action as is necessary to avoid the requirement
under the Renaissance Hotels Executive Supplemental 401(k) Plan and
Renaissance Hotels Deferred Incentive Plan (together, the "Plans") that, upon
a change in
8
control of the Company or one of its subsidiaries, the liabilities under the
Plans be funded through an irrevocable trust. Effective as of the consummation
of the Offer, Marriott shall assume the Company's and any of the Company's
subsidiaries, liabilities and obligations under the Plans, except for the
obligation to establish an irrevocable trust to fund the liabilities. The
Company and Marriott agree that employees of the Company or any of its
subsidiaries who participate in the Plans shall be fully vested in their
accrued benefits under the Plans as of the Closing Date. Marriott shall use
its best efforts to ensure that the intended timing of distributions under the
Plans and the intended tax consequences to participants in the Plans shall be
maintained on and after the consummation of the Offer, except to the extent
modified by written agreement between Marriott and such participants.
Agreements Regarding Buy-Out. Pursuant to the Acquisition Agreement, at the
request of Marriott, the Company will (i) inform Marriott of the fact that
Marriott and/or one or more of its affiliates jointly holds 95% or more of the
issued share capital in the Company, as soon as the Company has become aware
of that fact; (ii) provide Marriott with extracts from and/or copies of the
stockholders' register of the Company if so required by Marriott; and (iii)
provide Marriott and/or any auditor instructed by Marriott with such
information regarding the Company in order for Marriott and/or such auditor to
be in a position to establish the value or price of a share in the issued
capital of the Company for the purposes of proceedings pursuant to Section
2:92a of the Dutch Civil Code (the "DCC").
Indemnification. From and after the consummation of the Offer, Marriott
shall, and shall cause the Company to, indemnify and hold harmless each person
who was on February 17, 1997, or was at any time prior thereto, an officer or
director of the Company or any of its subsidiaries (the "Indemnified Parties")
against any losses, claims, damages, judgments, settlements, liabilities,
costs or expenses (including without limitation reasonable attorneys' fees and
out-of-pocket expenses) incurred in connection with any claim, action, suit,
proceeding or investigation arising out of or pertaining to acts or omissions,
or alleged acts or omissions, by them in their capacities as such occurring at
or prior to the consummation of the Offer (including, without limitation, in
connection with the transactions contemplated by the Acquisition Agreement),
to the fullest extent that the Company or such subsidiaries would have been
permitted, under applicable law and the articles of incorporation or by-laws
of the Company or the organizational documents of such subsidiaries each as in
effect on the date of the Acquisition Agreement, to indemnify such person (and
Marriott or the Company shall also advance expenses as incurred to the fullest
extent permitted under applicable law upon receipt from the Indemnified Party
to whom expenses are advanced of a written undertaking to repay such
advances). Marriott and the Company shall pay all expenses, including
attorneys' fees, that may be incurred by any Indemnified Party in enforcing
this provision. If the foregoing indemnity is not available with respect to
any Indemnified Party, then Marriott and the Company, on the one hand, and the
Indemnified Party, on the other hand, shall contribute to the amount payable
in such proportion as is appropriate to reflect relative faults and benefits.
The Acquisition Agreement provides that from and after the Closing Date
until the sixth anniversary thereof, Marriott shall cause the Company to
maintain directors' and officers' liability insurance covering the Indemnified
Parties who are covered, in their capacities as directors and officers of the
Company, by the existing directors' and officers' liability insurance of the
Company in force on the date of the Acquisition Agreement, with respect to
losses or claims arising out of acts or omissions, or alleged acts or
omissions, by them in their capacities as such occurring at or prior to the
Closing Date, and upon terms no less favorable to the Indemnified Parties than
such existing directors' and officers' liability insurance; provided, however,
that the Company shall not be required in order to maintain or procure such
coverage to pay an annual premium in excess of 150% of the current annual
premium paid by the Company for its existing coverage, and that if equivalent
coverage cannot be obtained, or can be obtained only by paying an annual
premium in excess of such limit, the Company shall only be required to obtain
as much coverage as can be obtained by paying an annual premium equal to such
limit.
Representations and Warranties. The Acquisition Agreement contains various
customary representations and warranties of the parties including
representations by the Company (which will not survive the Closing Date)
relating to, among other things, (i) due organization, (ii) capitalization,
(iii) subsidiaries, (iv) authority relative to
9
the Acquisition Agreement, (v) absence of conflicts with other obligations,
(vi) consents and approvals, (vii) filings with the Commission, (viii)
undisclosed liabilities, (ix) absence of certain changes concerning the
Company's business, (x) litigation, (xi) compliance with laws, (xii) employee
benefit plans, (xiii) labor matters, (xiv) tax matters, (xv) properties of the
Company and its subsidiaries, (xvi) environmental matters, (xvii) material
contracts and commitments, (xviii) intangible property, (xix) opinion of the
Company's financial advisor and (xx) brokers.
Reasonable Efforts; Consents and Certain Arrangements. Each of the parties
to the Acquisition Agreement agrees to use all commercially reasonable good
faith efforts to take, or cause to be taken, all actions, and to do, or cause
to be done, all things necessary, proper or advisable under applicable laws
and regulations, and consult and fully cooperate with and provide reasonable
assistance to each other party to the Acquisition Agreement and their
respective Representatives in order, to consummate and make effective the
transactions contemplated by the Acquisition Agreement as promptly as
practicable, including, without limitation, (i) using all commercially
reasonable good faith efforts to make all filings, applications,
notifications, reports, submissions and registrations with, and to obtain all
consents, approvals, authorizations or permits of, governmental entities or
other persons or entities as are necessary for the consummation of the Offer
and the other transactions contemplated by the Acquisition Agreement
(including, without limitation, pursuant to the HSR Act, the Securities Act of
1933, as amended, the Exchange Act, Blue Sky Laws and other applicable laws
and regulations in effect in the United States, The Netherlands or any other
jurisdiction), and (ii) taking such actions and doing such things as any other
party to the Acquisition Agreement may reasonably request in order to cause
any of the conditions to the Offer described under "Conditions to Offer" to be
fully satisfied. Prior to making any application to or filing with any
governmental entity or other person or entity in connection with the
Acquisition Agreement, the Company, on the one hand, and Marriott, on the
other hand, shall provide the other with drafts thereof and afford the other a
reasonable opportunity to comment on such drafts.
Without limiting the generality of the foregoing, each of Marriott and the
Company has agreed to cooperate and use all commercially reasonable efforts to
vigorously contest and resist any action, suit, proceeding or claim, and to
have vacated, lifted, reversed or overturned any injunction, order, judgment
or decree (whether temporary, preliminary or permanent), that delays, prevents
or otherwise restricts the consummation of the Offer or any other transaction
contemplated by the Acquisition Agreement, and to take any and all actions
(including, without limitation, the disposition of assets, divestiture of
businesses, or the withdrawal from doing business in particular jurisdictions)
as may be required by governmental entities as a condition to the granting of
any such necessary approvals or as may be required to avoid, vacate, lift,
reverse or overturn any injunction, order, judgment, decree or regulatory
action (provided, however, that in no event shall any party to the Acquisition
Agreement take, or be required to take, any action that could reasonably be
expected to have a material adverse effect on the business, operations,
prospects, properties, financial condition or results of operations of the
Company and its subsidiaries, taken as a whole (a "Company Material Adverse
Effect"), or that, individually or in the aggregate, could reasonably be
expected to have a material adverse effect on the business, operations,
properties, financial condition or results of operations of Marriott and its
subsidiaries, taken as a whole (a "Marriott Material Adverse Effect")).
Amendment. The Acquisition Agreement may be amended by action taken by the
parties' respective boards of directors, at any time by an instrument in
writing signed on behalf of each of the parties thereto.
3. SHAREHOLDER AGREEMENT
On February 17, 1997, Diamant Hotel Investments N.V. ("Diamant") and
Marriott entered into a Shareholder Agreement (the "Shareholder Agreement"), a
copy of which is filed as Exhibit 3 hereto and is incorporated herein by
reference. The following summary is qualified in its entirety by reference to
the full text of the Shareholder Agreement. Diamant is the record and
beneficial owner of, and has the sole right to vote and dispose of, 16,368,000
Shares or approximately 54% of the outstanding Shares. Diamant's obligations
under the Shareholder Agreement are unconditionally guaranteed by New World
Hotels (Holdings) Limited, a Hong Kong corporation ("NWHH"), which is the sole
stockholder of Diamant.
10
Pursuant to the Shareholder Agreement, Diamant agreed that: (i) it will
tender all of its Shares in the Offer; (ii) neither it nor its representatives
will, directly or indirectly, initiate, solicit or encourage, or take any
action to facilitate the making of, any offer or proposal which constitutes or
is reasonably likely to lead to any Alternative Transaction or any inquiry
with respect thereto, or in the event of an unsolicited Alternative
Transaction Proposal, engage in negotiations or discussions with, or provide
any information or data to, any person (other than Marriott, any of its
affiliates or representatives) relating to any Alternative Transaction; (iii)
it will not, except pursuant to the Acquisition Agreement or the Shareholder
Agreement, sell, transfer, pledge, hypothecate, encumber, assign or otherwise
dispose of (or enter into an agreement to do the foregoing) any of its Shares;
and (iv) it will not grant any proxies, deposit any Shares into a voting trust
or enter into any voting agreement with to any Shares.
Diamant further agreed that, during the term of the Shareholder Agreement,
at any meeting of the Company's stockholders, or in connection with any
written consent of the Company's stockholders, to vote all of its Shares; (i)
in favor of the Offer, the execution and delivery by the Company of the
Acquisition Agreement and the approval and acceptance of the Offer and the
terms thereof and each of the other actions contemplated by the Acquisition
Agreement and the Shareholder Agreement and any actions required in
furtherance thereof; (ii) against any action or agreement that would (A)
result in a breach of any covenant, representation or warranty or any other
obligation or agreement of the Company under the Acquisition Agreement or of
Diamant under the Shareholder Agreement or (B) impede, interfere with, delay,
postpone, or adversely affect the Offer or the transactions contemplated
thereby; and (iii) except as otherwise agreed to in writing in advance by
Marriott, against the following actions (other than the Offer and the
transactions contemplated by the Acquisition Agreement and the Shareholder
Agreement): (A) any extraordinary corporate transaction, such as a merger,
consolidation or other business combination involving the Company or any of
its subsidiaries (including any Alternative Transaction); (B) any sale, lease
or transfer of a substantial portion of the assets or business of the Company
or its subsidiaries, or reorganization, restructuring, recapitalization,
special dividend, dissolution or liquidation of the Company or its
subsidiaries; or (C) any change in the present capitalization of the Company
including any proposal to sell any equity interest in the Company or its
subsidiaries.
The Shareholder Agreement also provides for the grant by Diamant to Marriott
of an exclusive and irrevocable option (the "Option") to purchase all of
Diamant's Shares at a exercise price of $30.00 per Share. Under the
Shareholder Agreement, the Option may be exercised by Marriott at any time
during the period from and after the occurrence of a Trigger Event (as defined
below) and prior to the six-month anniversary of such Trigger Event. A
"Trigger Event" is defined in the Shareholder Agreement as any termination of
the Acquisition Agreement (i) under the circumstances described in clauses (c)
or (d) under "The Acquisition Agreement--Termination," or (ii) so long as
Marriott has not materially breached the Acquisition Agreement or the
Shareholder Agreement, under the circumstances described in clause (b)(i)(y)
under "The Acquisition Agreement--Termination" if at the expiration or
termination of the Offer there is pending or outstanding an Alternative
Transaction Proposal.
4. CONFIDENTIALITY AGREEMENT
Marriott and the Company entered into a confidentiality agreement dated
January 10, 1997 (the "Confidentiality Agreement"), a copy of which is filed
as Exhibit 4 hereto and is incorporated herein by reference. Pursuant to the
Confidentiality Agrement, Marriott agreed, among other things, that it and its
representatives would keep confidential certain information (the
"Information") furnished to it by the Company and use the Information solely
for the purpose of evaluating a business combination, restructuring, sale or
other transactions (an "Acquisition Transaction") involving Marriott and the
Company.
The Confidentiality Agreement contains a "standstill provision" which
provides that until July 10, 1998, neither Marriott nor any of its affiliates
will, without the prior written consent of the Company and its Board of
Managing Directors: (i) in any manner, acquire, attempt to acquire, offer to
acquire, or agree to acquire, directly or indirectly, by purchase or
otherwise, any voting securities or direct or indirect rights to acquire any
voting securities of the Company or any subsidiary thereof, or any assets of
the Company or any subsidiary or division
11
thereof; (ii) make or in any way participate in, directly or indirectly, any
"solicitation" of "proxies" (as such terms are used in the proxy rules of the
Securities and Exchange Commission) to vote, or seek to advise or influence
any person or entity with respect to the voting of, any voting securities of
the Company; (iii) make any public announcement with respect to, or submit a
proposal for, or offer of (with or without conditions) any extraordinary
transaction involving the Company or its securities or assets; (iv) form, join
or in any way participate in a "group" (as defined in Section 13(d)(3) of the
Exchange Act) in connection with any of the foregoing; (v) advise, assist or
encourage any other person in connection with any of the foregoing; or (vi)
take any action which might require the Company to make a public announcement
regarding the possibility of a business combination or merger or other
Acquisition Transaction.
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
(a) Recommendation. At a meeting held on February 16, 1997, the Company's
Board of Managing Directors unanimously (i) determined that the Offer is fair
to, and in the best interests of, the Company's stockholders, (ii) approved
the Acquisition Agreement and the transactions contemplated thereby, including
the Offer and (iii) recommended that the stockholders of the Company accept
the Offer and tender all of their Shares pursuant to the Offer. This
recommendation is based in part upon the opinion of Morgan Stanley & Co.
Incorporated ("Morgan Stanley") that the per Share consideration to be
received by the Company's stockholders in the Offer is fair to such
stockholders from a financial point of view. The full text of the Morgan
Stanley fairness opinion is attached hereto as Annex A and should be read in
its entirety.
A letter to the Company's stockholders communicating the Board's
recommendations and a press release announcing the Offer and the Acquisition
Agreement are filed herewith as Exhibits 8 and 9, respectively, and are
incorporated herein by reference.
(b) Background. In November 1996, representatives of Morgan Stanley made
presentations to Henry Cheng Kar Shun, Chairman of the Company's Board of
Managing Directors, regarding the state of the lodging industry specifically
and the environment for mergers and acquisitions generally. Although the
Company had not yet formally retained Morgan Stanley as a financial advisor,
Dr. Cheng authorized Morgan Stanley to ascertain potential interest in a
transaction with Renaissance.
From November 27, 1996 through December 10, 1996, representatives of Morgan
Stanley had preliminary conversations with two parties, including Doubletree,
regarding a possible transaction with the Company. Morgan Stanley subsequently
arranged for a meeting in Hong Kong between representatives of Doubletree and
representatives of the Company, including Dr. Cheng.
On December 29, 1996 and December 30, 1996, Dr. Cheng met in Hong Kong with
Richard J. Ferris and Peter V. Ueberroth, Co-Chairmen of Doubletree, together
with representatives of Morgan Stanley, to examine the potential for a
transaction and to analyze the effects of a combination of the two companies.
At these meetings, Messrs. Ferris and Ueberroth outlined the proposed terms of
an acquisition of the Company by Doubletree. Dr. Cheng and Messrs. Ferris and
Ueberroth then negotiated the proposed terms.
On December 30, 1996, the parties reached an agreement in principle as to
the principal terms of such an acquisition, including a price of $25.30 per
Share payable in cash and Doubletree common stock and a $50 million mutual
termination fee, subject to approval by the respective boards of directors of
the Company and Doubletree, mutual due diligence and the preparation and
negotiation of definitive documentation.
On December 31, 1996, in response to unusual trading activity in both
Doubletree's and Renaissance's stock, Doubletree and Renaissance issued a
press release announcing the proposed acquisition. On January 2, 1997, due to
certain press reports characterizing the proposed acquisition as a definitive
transaction, the Company issued a supplemental press release reiterating that
the agreement in principle was subject to certain conditions including
approval of the Company's Board of Managing Directors.
12
Between January 1, 1997 and January 4, 1997, members of the Company's Board
of Managing Directors, including the directors who are not employees of the
Company or affiliated with or employed by any New World Group Members (the
"independent directors"), discussed by telephone conferences the terms of the
proposed transaction and conferred with the Company's legal and financial
advisors. The independent directors, with the consent of the Company's Board
of Managing Directors, retained independent counsel to assist in their review
of the proposed transaction.
On January 4, 1997, the Company's Board of Managing Directors, together with
its financial and legal advisors and counsel for the independent directors,
met in New York City, with the Hong Kong resident directors attending by tele-
video conference. At the meeting, Morgan Stanley presented the Board with an
overview of the lodging industry in general and the stock price performance of
the Company's common stock since its initial public offering in September
1995, reviewed various valuation analyses with respect to the Company and the
terms of the proposed transaction with Doubletree. Following the presentation,
the Board reviewed the proposed transaction in detail and authorized legal
counsel to negotiate the terms of a letter of intent.
On January 4, 1997 and January 5, 1997, pursuant to the Board's direction,
legal counsel for the Company negotiated the terms of a letter of intent with
representatives and legal counsel for Doubletree. As a result of such
negotiation, Doubletree increased the proposed acquisition consideration from
$25.30 per Share to $26.30 per Share and the parties agreed to decrease the
mutual termination fee to $15 million.
On January 5, 1997, the Company, Diamant, NWHH and Doubletree entered into a
non-binding letter of intent (the "Letter of Intent") pursuant to which
Doubletree proposed to purchase all of the outstanding Shares for an aggregate
per Share consideration of $8.00 in cash and 0.4342 shares of Doubletree's
common stock, subject to adjustment if the average closing price of
Doubletree's common stock for the five trading days prior to the closing date
is less than $40.3875 or greater than $49.3625. Under the terms of the Letter
of Intent, Renaissance agreed that if Renaissance or Diamant or NWHH entered
into a merger or acquisition agreement with a party other than Doubletree for
a consideration greater than $26.30 per Share within 120 days, Renaissance
would pay Doubletree a termination fee of $15 million. The Letter of Intent
also provided that if Doubletree failed to sign a definitive agreement with
Renaissance within 45 days for any reason (unless Doubletree shall have
offered to enter into a definitive agreement containing no terms other than
those set forth in the Letter of Intent and such other terms as shall not have
been objected to by the Company), Doubletree would pay Renaissance a fee of
$15 million. Under the terms of the Letter of Intent, Renaissance was not
permitted to solicit from third parties any inquiries, proposals or offers
with respect to the sale of Renaissance, but was not restricted from entering
into discussions or negotiations with or providing information to third
parties in response to unsolicited proposals or offers.
On January 6, 1997, the Company and Doubletree issued a joint press release
announcing the signing of the Letter of Intent and the terms thereof.
On January 7, 1997 and January 10, 1997, the Compensation Committee of the
Company's Board of Managing Directors held special meetings to discuss the
need to provide for continuity of management in light of the proposed
transaction, including adequate change of control mechanisms and severance
benefit levels. After discussions, the Board adopted the termination of
employment and change of control arrangements described in Item 3(b).
From January 6, 1997 through January 17, 1997, Morgan Stanley received
inquiries from several other lodging industry companies regarding a possible
transaction with the Company, including a written expression of interest from
Marriott on January 9, 1997. Marriott executed a confidentiality agreement
with the Company on January 10, 1997, a copy of which is attached as Exhibit 4
hereto. Four other interested companies entered into confidentiality
agreements with the Company during this period.
Between January 9, 1997 and January 20, 1997, subject to the terms of the
confidentiality agreements, Morgan Stanley provided the interested parties
information packages containing certain summary financial and other
information regarding the Company and its operations.
13
Between January 7, 1997 and February 12, 1997, Doubletree and four of the
five companies which entered into confidentiality agreements, including
Marriott, and their respective legal and financial advisors conducted
extensive due diligence and document reviews of the Company at separate data
room facilities specially organized by the Company in Cleveland, Ohio, as well
as interviews with members of senior management of the Company.
During the period from January 16, 1997 through January 30, 1997, meetings
were arranged in Hong Kong between the representatives of each of four
interested companies (other than Doubletree) and Dr. Cheng, other senior
executives of the Company and the Company's financial advisor to review and
discuss the parties' intentions and proposals with respect to transactions
involving the Company, expected synergies from such transactions, business
plans with respect to the operations of the Company and the interested
parties' histories of hotel operating performance. On January 28, 1997, J.
Willard Marriott, Jr., Chairman and Chief Executive Officer of Marriott, and
other senior executives of Marriott met in Hong Kong with Dr. Cheng, other
senior executives of the Company and the Company's financial advisor.
From January 27, 1997 through February 11, 1997, the Company, its legal and
financial advisors and accountants performed due diligence and document
reviews with respect to three interested parties, including Doubletree, which
indicated an intention to include stock in their proposed consideration for
Renaissance.
During the week of February 3, 1997, each of the interested companies (other
than Doubletree), including Marriott, was requested by the Company's financial
advisor to submit to the Company in writing by not later than February 11,
1997, their respective acquisition proposals and comments on a draft of a
proposed acquisition agreement supplied by the Company's counsel.
From February 7, 1997 through February 9, 1997, representatives of each of
the interested companies (other than Doubletree) met, at the Company's
invitation, in Beaver Creek, Colorado, with Dr. Cheng, members of senior
management of the Company and the Company's legal and financial advisors to
further discuss their intentions and proposals with respect to transactions
involving the Company, expected synergies from such transactions, business
plans with respect to the ongoing operations of the Company and their
respective history of hotel operating performance.
On February 11, 1997, Marriott submitted a written proposal to acquire all
of the outstanding Shares at a price per Share of $28.00 in cash. Another
written proposal was submitted by one other interested party on February 12,
1997 which provided for the acquisition of such third party by the Company in
consideration of the issuance of shares of common stock of the Company.
On February 13, 1997, Morgan Stanley contacted Richard Ferris of Doubletree
to inquire as to Doubletree's intention to submit a revised proposal. Mr.
Ferris indicated that it was Doubletree's intention to submit a revised
proposal after Doubletree's Board of Directors meeting scheduled for February
14, 1997.
In the evening of February 13, 1997 and in the afternoon of February 14,
1997, Dr. Cheng, other representatives of the Company and the Company's legal
and financial advisors met with Arne Sorenson, Senior Vice President, Business
Development of Marriott, in Palm Springs, California to review Marriott's
proposal and to have further discussions with respect to Marriott's future
plans for the Company. On the evening of February 14, 1997, representatives of
the Company and its legal counsel met with representatives of Marriott and its
legal advisors to commence negotiations on the terms of the Acquisition
Agreement and the Shareholder Agreement.
At midday on February 15, 1997, Morgan Stanley received an increased offer
from Doubletree which provided for an aggregate per Share consideration of
$8.00 in cash and 0.4834 shares of Doubletree's common stock, subject to
adjustment, for a total per Share consideration ranging from $27.64 to $29.80
depending on the average trading price of Doubletree's stock for a period
prior to closing. The exchange ratio of 0.4834 shares would be subject to
upward adjustment to maintain the minimum value of $27.64 per Share if
Doubletree's average trading price fell below $40.625 per Doubletree share;
provided that the ratio would remain fixed at 0.5433 shares of Doubletree
stock for each Share if Doubletree's average trading price was less than
$36.15 per Doubletree share. The exchange ratio would be subject to downward
adjustment to maintain the maximum value
14
of $29.80 per Share if Doubletree's average trading price increased above
$45.10 per Doubletree share. If Doubletree's average trading price was less
than $30.00 or greater than $50.00 per share, either party would have had the
right to terminate the agreement.
In the afternoon of February 15, 1997, the Company's Board of Managing
Directors held a special meeting in Los Angeles, California, to review, with
the advice and assistance of the Company's financial and legal advisors, the
terms and conditions of the various offers, including the Marriott and
Doubletree offers. Morgan Stanley made a presentation to the Board which
included a report on the history and the current status of the various offers,
a description of the offers as well as an analysis of the valuation of such
offers other than an analysis of the increased offer that had been made that
day by Doubletree. Following such presentation, the Company's legal counsel
summarized for the Board the terms of the various proposals and acquisition
agreements, explained the differences in the legal structure, timing and
conditions to the bidders' obligations to consummate the transaction and
discussed the legal due diligence reviews conducted with respect to the
bidders whose proposals included stock. In the evening, the Board adjourned
its meeting to the following day.
During the morning of February 16, 1997, Dr. Cheng met with Mr. Sorenson in
Los Angeles, California, to further negotiate Marriott's proposal. Mr.
Sorenson advised Dr. Cheng that he would seek authority to increase Marriott's
offer and, thereafter, Mr. Sorenson delivered a letter to Dr. Cheng increasing
Marriott's offer to $30.00 per Share in cash.
At the reconvened meeting of the Board of Managing Directors on February 16,
1997, Morgan Stanley made a presentation to the Board of its analysis of
Doubletree's increased offer that had been received the previous day and the
increased Marriott offer was presented to the Board. After reviewing the terms
of the increased Marriott offer and the increased Doubletree offer with its
financial and legal advisors, the Board, subject to receipt of Morgan
Stanley's written fairness opinion and finalization of the terms of the
Acquisition Agreement, unanimously resolved to accept Marriott's increased
offer. The Board determined that the Offer is fair to and in the best
interests of the Company's stockholders, approved the proposed Acquisition
Agreement substantially in the form that had been presented at the meeting on
February 15, 1997 and the transactions contemplated thereby, including the
Offer, and recommended that the stockholders of the Company accept the Offer
and tender all of their Shares pursuant to the Offer.
Through the afternoon and evening of February 16, 1997, members of senior
management of the Company and its legal advisors completed negotiations with
members of senior management of Marriott and its legal advisors on the
Acquisition Agreement and the Shareholder Agreement and resolved certain
remaining open issues including the conditions to the Offer, certain
representations and warranties of the Company and the terms of the Shareholder
Agreement.
On February 17, 1997, Morgan Stanley delivered its written fairness opinion
to the Company, the Company and Marriott executed the Acquisition Agreement
and Diamant and NWHH executed the Shareholder Agreement.
On February 18, 1997, Marriott and the Company issued a joint press release
announcing the transaction.
Reasons for Recommendation. In reaching its conclusion to approve the
Acquisition Agreement and the transactions contemplated thereby, including the
Offer, and to unanimously recommend that the holders of Shares tender their
Shares pursuant to the Offer, the Board of Managing Directors considered a
number of factors, including the following:
1. The Offer resulted from a comprehensive process that the Board
believes was conducted in a manner calculated to result in the most
attractive alternative available to the Company's stockholders. See
"Background" above;
2. The presentations of Morgan Stanley at the February 15, 1997 and
February 16, 1997 meetings of the Board of Managing Directors and the
written opinion of Morgan Stanley dated February 17, 1997 to the effect
that, as of such date and based upon its review and analysis and subject to
the limitations set forth
15
therein, the consideration to be received by the holders of Shares pursuant
to the Offer is fair from a financial point of view to such holders. A copy
of the written opinion dated February 17, 1997 of Morgan Stanley, which
accompanies this Schedule 14D-9, setting forth the assumptions made,
factors considered and the scope of the review undertaken by Morgan
Stanley, is attached hereto as Annex A, has been filed as Exhibit 10 hereto
and is incorporated herein by reference. STOCKHOLDERS ARE URGED TO READ THE
OPINION OF MORGAN STANLEY CAREFULLY AND IN ITS ENTIRETY;
3. The financial and other terms and conditions of the Offer and the
Acquisition Agreement, including the fact that the Offer is structured as
an immediate cash tender offer for all of the outstanding Shares, thereby
enabling the stockholders of the Company to obtain cash for all of their
Shares at the earliest possible time;
4. Diamant, the owner of a majority of the Company's outstanding Shares,
agreed to tender all of its Shares in the Offer, was prepared to support
the Acquisition Agreement by entering into the Shareholder Agreement and
would be treated equally with all other stockholders in the Offer;
5. The financial strength of Marriot and that the Offer is not
conditioned on the availability of financing; and
6. Although the Board believes that the Offer presents the most
attractive alternative available to the Company's stockholders, the
Acquisition Agreement provides that if the Board should receive an
unsolicited Alternative Transaction Proposal by a third party which it
wishes to accept, the Board may, in the exercise of its fiduciary duties,
terminate the Acquisition Agreement and recommend the Alternative
Transaction.
The Board of Managing Directors did not assign relative weights to the
factors or determine that any factor was of particular importance. Rather, the
Board of Managing Directors viewed its position and recommendation as being
based on the totality of the information presented to and considered by it.
ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
Pursuant to a letter agreement dated December 30, 1996 (the "Engagement
Letter"), the Company retained Morgan Stanley to furnish financial advisory
services with respect to a proposed merger or similar transaction. Pursuant to
the terms of the Engagement Letter, the Company agreed to pay Morgan Stanley a
fee of $5 million if and when control of 50% or more of the Shares changes
hands. The Company also agreed to reimburse Morgan Stanley for its expenses
incurred in connection with its engagement (including fees of outside counsel
and other professional advisors), and to indemnify Morgan Stanley against
certain liabilities and reasonable expenses related to, arising out of or in
connection with the engagement of Morgan Stanley under the Engagement Letter,
including liabilities under the federal securities laws.
In the past, Morgan Stanley and its affiliates have underwritten the
Company's initial public offering and debt offering and have received
customary fees for the rendering of such services.
In the ordinary course of its trading and brokerage activities, Morgan
Stanley or its affiliates may at any time hold long or short positions, and
may trade or otherwise effect transactions for its own account or the accounts
of customers, in debt or equity securities of the Company or any other company
that may be involved in a transaction with the Company.
Except as disclosed herein, neither the Company nor any person acting on its
behalf has employed, retained or compensated, or currently intends to employ,
retain or compensate, any other person to make solicitations or
recommendations to stockholders of the Company on its behalf concerning the
Offer or the Acquisition Agreement.
16
ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES.
(a) No transactions in the Shares have been effected during the past 60 days
by the Company or, to the best of the Company's knowledge, by any executive
officer, director, affiliate or subsidiary of the Company, except as follows:
(i) the approval of the Acquisition Agreement as described above in Item 3(b);
and (ii) the execution of the Shareholder Agreement by Diamant and NWHH
described above in Item 3(b).
(b) To the best knowledge of the Company, all of its executive officers,
directors, affiliates or subsidiaries owning Shares currently intend to tender
all Shares beneficially owned by them pursuant to the Offer. See Item 3(b)
above describing the terms of the Shareholder Agreement.
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY.
(a) Except as set forth in this Schedule 14D-9, no negotiation is being
undertaken or is underway by the Company in response to the Offer which
relates to or would result in (i) an extraordinary transaction such as a
merger or reorganization, involving the Company or any subsidiary of the
Company; (ii) a purchase, sale or transfer of a material amount of assets by
the Company or any subsidiary of the Company; (iii) a tender offer for or
other acquisition of securities by or of the Company; or (iv) any material
change in the present capitalization or dividend policy of the Company.
(b) Except as described in Item 3(b) and Item 4, there are no transactions,
board resolutions, agreements in principle or signed contracts in response to
the Offer which relate to or would result in one or more of the matters
referred to in paragraph (a) of this Item 7.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
None.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1. Acquisition Agreement, dated as of February 17, 1997, by and
between Marriott International, Inc. and Renaissance Hotel Group
N.V.
Exhibit 2. Pages 11-13 and 27-29 of the Company's Form 20-F for the fiscal
year ended June 30, 1996.
Exhibit 3. Shareholder Agreement, dated as of February 17, 1997, by and among
Marriott International, Inc., Diamant Hotel Investments N.V. and
New World Hotels (Holdings) Limited.
Exhibit 4. Confidentiality Agreement, dated January 10, 1997, between
Renaissance Hotel Group N.V. and Marriott International, Inc.
Exhibit 5. Form of Change of Control Agreements.
Exhibit 6. Form of the Renaissance Hotel Group N.V. Key Employee Severance
Plan.
Exhibit 7. The Renaissance Hotel Group N.V. Executive Stay Bonus Plan.
Exhibit 8. Letter of the Board of Managing Directors of Renaissance Hotel
Group N.V. addressed to the stockholders of Renaissance Hotel
Group N.V., dated February 24, 1997.
Exhibit 9. Press Release dated February 18, 1997.
Exhibit 10. Opinion of Morgan Stanley & Co. Incorporated to the Board of
Managing Directors of Renaissance Hotel Group N.V., dated February
17, 1997 (included as Annex A).
17
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 24, 1997
Renaissance Hotel Group N.V.
By: /s/ Robert W. Olesen
-------------------------------
ROBERT W. OLESEN,
Executive Managing Director,
Executive Vice President and
Chief Financial Officer
18
ANNEX A
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
(212) 761-4000
February 17, 1997
Board of Directors
Renaissance Hotel Group N.V.
c/o Renaissance Hotels International
17th Floor
New World Tower II
18 Queens's Road
Central, Hong Kong
Gentlemen:
We understand that Renaissance Hotel Group N.V. (the "Company") and Marriott
International, Inc. (the "Buyer") are entering into an Acquisition Agreement
dated as of February 17, 1997 (the "Acquisition Agreement"), which provides,
among other things, for the commencement by the Buyer, or a subsidiary thereof,
of a tender offer (the "Tender Offer") for all outstanding shares of common
stock, par value NLG 0.01 per share (the "Common Stock"), of the Company. We
also understand that Diamant Hotel Investments N.V., a Netherlands Antilles
corporation (the "Shareholder"), and the Buyer are entering into a Shareholder
Agreement dated as of February 17, 1997 (the "Shareholder Agreement"), in which
the Shareholder agrees to tender (or to cause the record owner thereof to
tender), pursuant to and in accordance with the terms of the Tender Offer, all
owned shares. The Shareholder will receive the same per share consideration
paid to other shareholders who have tendered their shares. The consideration to
be offered to the shareholders of the Company in the Tender Offer is $30.00 per
share in cash. The terms and conditions of the Tender Offer are more fully set
forth in the Acquisition Agreement.
You have asked for our opinion as to whether the consideration to be received by
the holders of shares of Common Stock pursuant to the Tender Offer is fair from
a financial point of view to such holders.
For purposes of the opinion set forth herein, we have:
(i) reviewed and analyzed certain publicly available financial
statements and other information of the Company including the
Company's Annual Report on Form 20-F for the fiscal year ended June
30, 1996 and the Company's Quarterly Reports on Form 6-K for the
quarters ended September 30, 1996 and December 31, 1996;
(ii) analyzed certain internal financial statements and other financial
and operating data concerning the Company prepared by the management
of the Company;
(iii) analyzed the fiscal year 1997 budget prepared by the management of
the Company;
(iv) discussed the past and current operations and financial condition
and the prospects of the Company with senior executives of the
Company;
(v) reviewed the reported prices and trading activity for the Common
Stock;
(vi) compared the financial performance of the Company and the prices and
trading activity of the Common Stock with that of certain other
comparable publicly-traded companies and their securities;
(vii) reviewed the financial terms, to the extent publicly available, of
certain comparable acquisition transactions;
(viii) participated in discussions and negotiations among representatives
of the Company and Buyer and certain other parties and their
financial and legal advisors;
(ix) reviewed the Acquisition Agreement, the Shareholder Agreement and
certain related documents; and
(x) performed such other analyses as we have deemed appropriate.
We have assumed and relied upon without independent verification the accuracy
and completeness of the information reviewed by us for the purposes of this
opinion. With respect to the financial budgets, we have assumed that they have
been reasonably prepared on bases reflecting the best currently available
estimates and judgments of the future financial performance of the Company. We
have not made any independent valuation or appraisal of the assets or
liabilities of the Company, nor have we been furnished with any such appraisals.
Our opinion is necessarily based on economic, market and other conditions as in
effect on, and the information made available to us as of, the date hereof.
In arriving at our opinion, we were not authorized to solicit, and did not
solicit, interest from any party with respect to the acquisition of the Company
or any of its assets, but were allowed to respond to unsolicited proposals or
offers, provide information and negotiate with parties, other than the Buyer,
which expressed interest to us in the possible acquisition of the Company.
We have acted as financial advisor to the Board of Directors of the Company in
connection with this transaction and will receive a fee for our services. In
the past, Morgan Stanley & Co. Incorporated and its affiliates have underwritten
an initial public offering and debt offering for the Company and have received
fees for the rendering of these services.
Based on the foregoing, we are of the opinion on the date hereof that the
consideration to be received by the holders of shares of Common Stock pursuant
to the Tender Offer is fair from a financial point of view to such holders.
Very truly yours,
MORGAN STANLEY & CO. INCORPORATED
By: /s/ William M. Lewis
--------------------
William M. Lewis
Managing Director
ANNEX B
ADDITIONAL INFORMATION PURSUANT TO SECTION 14(F) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND RULE 14F-1 THEREUNDER
This information is being furnished in connection with the possible
designation by Marriott, pursuant to the Acquisition Agreement, of persons to
be elected as Managing Directors of the Company. Under the Acquisition
Agreement, the Company agreed that, promptly upon the purchase of and payment
for any Shares by Marriott or any other subsidiary of Marriott pursuant to the
Offer which represent at least a majority of the outstanding Shares, it will
take all actions necessary and available (including, if requested by Marriott,
calling a general meeting of holders of Shares) to cause the Companys Board of
Managing Directors to consist solely of persons designated by Marriott.
Marriott has informed the Company that the individuals identified below are
its nominees for the Board of Managing Directors of the Company.
The Company is a foreign private issuer as defined at Rule 3b-4(c)
promulgated under the Exchange Act. As such, pursuant to Rule 3a12-3(b)
promulgated under the Exchange Act, the Company is exempt from Sections 14(a),
14(b), 14(c), 14(f) and 16 of the Exchange Act. Accordingly, the Company is
not required to file an information statement pursuant to Section 14(f) of the
Exchange Act and Rule 14f-1 promulgated thereunder.
Marriott has provided certain information to the Company with respect to the
individuals that would be included in an information statement pursuant to
Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The
information set forth below concerning Marriott has been furnished to the
Company by Marriott, and the Company assumes no responsibility for the
accuracy or completeness of such information.
None of the nominees or their associates is currently a director of, or
holds any position with, the Company. The Company has been advised that, to
the best knowledge of Marriott, none of the nominees or their associates (i)
beneficially owns any equity securities of the Company, (ii) has been involved
in any transactions with the Company, any of its subsidiaries or any of its
directors or executive officers or (iii) has been involved in any legal
proceedings or other matters that, in each case, are required to be disclosed
pursuant to the rules and regulations of the Commission.
The articles of incorporation of the Company require that the Board of
Managing Directors have three or more members. Each of the following
individuals has consented to serve as a Managing Director of the Company if
appointed or elected. The name, age, present principal occupation or
employment and five-year employment history of each of the following
individuals is set forth below. Each person is a citizen of the United States
and the business address of such person is c/o Marriott International, Inc.,
10400 Fernwood Road, Bethesda, Maryland 20817.
Capitalized terms used but not defined in this Annex B have the meanings
assigned to such terms in the Schedule 14D-9 to which this Annex B is
attached.
AGE
---
William J. Shaw 51 Mr. Shaw joined Marriott Corporation in 1974,
Executive Vice President of was Corporate Controller in 1979 and a Vice
Marriot President in 1982. In 1985, he assumed
and President-Marriott responsibility for Marriott Corporation's tax
Service Group department and risk management department and
was elected Senior Vice President-Finance. In
1986, Mr. Shaw was elected Senior Vice
President-Finance and Treasurer of Marriott
Corporation. He was elected Executive Vice
President
B-1
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
Marriott's Contract Service Group. In October
1993, effective as of the Distribution (as
defined in the Offer to Purchase), he was
named to his current position. Mr. Shaw is
also Chairman of the Board of Host Marriott
Services Corporation. Effective March 31,
1997, Mr. Shaw will become President and
Chief Operating Officer of Marriott.
Michael A. Stein 47 Mr. Stein joined Marriott Corporation in 1989
Executive Vice President as Vice President, Finance and Chief
and Chief Financial Officer Accounting Officer. In 1990, he assumed
of Marriott responsibility for Marriott Corporation's
financial planning and analysis functions. In
1991, he was elected Senior Vice President-
Finance and Corporate Controller of Marriott
Corporation and also assumed responsibility
for Marriott Corporation's internal audit
function. In October 1993, effective as of
the Distribution, he was named Executive Vice
President and Chief Financial Officer of
Marriott. Prior to joining Marriott
Corporation, Mr. Stein spent 18 years with
Arthur Andersen LLP (formerly Arthur Andersen
& Co.) where, since 1982, he was a partner.
William R. Tiefel 62 Mr. Tiefel joined Marriott Corporation in
Executive Vice President of 1961 and was named President of Marriott
Marriott Hotels, Resorts and Suites in 1988. Mr.
and President-Marriott Tiefel previously served as a resident
Lodging Group manager and general manager at several
Marriott Hotels prior to being appointed
Regional Vice President and later Executive
Vice President of Marriott Hotels, Resorts
and Suites and Marriott Ownership Resorts.
Mr. Tiefel was elected Executive Vice
President of Marriott Corporation in November
1989. In March 1992, Mr. Tiefel was elected
President-Marriott Lodging Group and assumed
responsibility for all of Marriott's lodging
brands. In October 1993, effective as of the
Distribution, he was named to his current
position.
B-2
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
1. Acquisition Agreement, dated as of February 17, 1997, by and
between Marriott International, Inc. and Renaissance Hotel Group
N.V.
2. Pages 11-13 and 27-29 of the Company's Form 20-F for the fiscal
year ended June 30, 1996.
3. Shareholder Agreement, dated as of February 17, 1997, by and
among Marriott International, Inc., Diamant Hotel Investments
N.V. and New World Hotels (Holdings) Limited.
4. Confidentiality Agreement, dated January 10, 1997, between
Renaissance Hotel Group N.V. and Marriott International, Inc.
5. Form of Change of Control Agreements.
6. Form of the Renaissance Hotel Group N.V. Key Employee Severance
Plan.
7. The Renaissance Hotel Group N.V. Executive Stay Bonus Plan.
8. Letter of the Board of Managing Directors of Renaissance Hotel
Group N.V. addressed to the stockholders of Renaissance Hotel
Group N.V., dated February 24, 1997.
9. Press Release dated February 18, 1997.
10. Opinion of Morgan Stanley & Co. Incorporated to the Board of
Managing Directors of Renaissance Hotel Group N.V., dated
February 17, 1997 (included as Annex A).