1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
August 27, 1999
Date of Report (Date of earliest event reported)
HOST MARRIOTT SERVICES CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 1-14040 52-1938672
(State of Organization) (Commission File Number) (IRS Employer Identification No.)
6600 ROCKLEDGE DRIVE
BETHESDA, MARYLAND 20817
(Address of Registrant's Principal Executive Office) (Zip Code)
(301) 380-7000
(Registrant's telephone number, including area code)
2
Item 1. Changes in Control of Registrant.
(a) As a result of the filing of a Certificate of Ownership and Merger
with the Secretary of State of the Sate of Delaware on September 1, 1999 (the
"Effective Time") Autogrill Acquisition Co., a Delaware corporation (the
"Purchaser") and a wholly owned subsidiary of Autogrill Overseas S.A., a
Luxembourg corporation that is a wholly owned subsidiary of Autogrill S.p.A., an
Italian corporation ("Parent"), was merged (the "Merger") with and into Host
Marriott Services Corporation, a Delaware corporation (the "Registrant"), with
the Registrant continuing as the surviving corporation (the "Surviving
Corporation"), in accordance with that certain Agreement and Plan of Merger
dated as of July 26, 1999, among the Registrant, the Purchaser and Parent (the
"Merger Agreement"). As a result of the Merger and at the Effective Time, the
Surviving Corporation became, as of the Effective Time, an indirect wholly owned
subsidiary of Parent, and the Purchaser ceased to exist as a separate corporate
entity.
The Merger occurred subsequent to a tender offer (the "Offer") by the
Purchaser for all outstanding shares of common stock, no par value per share
(the "Common Stock"), including the associated series A junior preferred stock
purchase rights (the "Rights"; the Common Stock and the Rights are collectively
hereafter referred to as the "Shares"), issued pursuant to the Rights Agreement
dated as of December 22, 1995 by and between the Registrant and First Chicago
Trust Company of New York, as Rights Agent (as the same may be amended, the
"Rights Agreement"), of the Registrant at a purchase price of $15.75 per Share
in cash, without interest, which Offer expired at 12:00 Midnight, New York City
time, on Thursday, August 26, 1999. On August 27, 1999, the Purchaser accepted
for payment a total of 30,484,407 Shares, representing approximately 90.7% of
the issued and outstanding Shares immediately prior to August 26, 1999, and on
September 1, 1999, the Purchaser accepted for payment an additional total of
210,967 Shares, representing an additional 0.6% of the issued and outstanding
Shares immediately prior to August 26, 1999. As a result of the Offer, the
Purchaser purchased and acquired a total of 30,695,374 Shares.
The Purchaser obtained the funds required to purchase the Shares
through advances made directly by the Parent. The Parent obtained the funds
through two separate Medium Term Multi-Currency Agreements with Cariplo-Cassa di
Risparmio delle Provincie Lombarde S.p.A. (Branch 65 of Milan): one in the
principal amount of Lit. 800 billion (the "Lit. 800 billion Acquisition
Facility") and the second in the principal amount of Lit. 400 billion (the "Lit.
400 billion Acquisition Facility", and together with the Lit. 800 billion
Acquisition Facility, the "Acquisition Facilities"). The Lit. 800 billion
Acquisition Facility is unsecured, while the Lit. 400 billion Acquisition
Facility is secured by short term investments of the Parent (equal to Lit. 400
billion). The LIBOR rate of interest being charged under both Acquisition
Facilities is 12.5 basis points above the elected rate for the applicable
period. The aggregate amount available and drawn down by Parent under the
Acquisition Facilities to fund the purchase of the Shares by the Purchaser
pursuant to the Offer and Merger and to pay related transaction expenses is Lit.
1,200 billion (approximately $661 million based upon the Noon Rate reported on
July 29, 1999). As of the date hereof, the Parent intends to repay such loans
from working capital, a refinancing of the Acquisition Facility or from the
future issuance of debt securities.
At the Effective Time, each issued and outstanding Share (other than
Shares owned by the Registrant or any wholly owned subsidiary of the Registrant
or by Parent, the Purchaser of any other wholly owned subsidiary of Parent and
by stockholders who properly exercise appraisal rights under the General
Corporation Law of the State of Delaware (the "DGCL")) was converted into and
became the right to receive $15.75 per Share in cash, without interest, upon
surrender and delivery of the certificate(s) representing such Shares (together
with a properly completed and duly executed letter of transmittal described
below) to The Bank of New York, as paying agent in connection with the Merger.
Notwithstanding the Merger, Shares held by former stockholders of the Registrant
may be subject to appraisal if appraisal rights are properly exercised under the
DGCL as described in the Notice of Merger and Appraisal Rights Available to
Former Stockholders of the Registrant dated September 10, 1999 and the related
Letter of Transmittal (which together constitute the "Notice of Merger"), which
Notice of Merger was mailed to former stockholders of the Registrant on
September 10, 1999.
3
As a result of the Merger, the transfer books of the Registrant were
closed as of the Effective Time and trading in the Shares on The New York Stock
Exchange (the "NYSE") was suspended by the NYSE prior to the opening of the
market on September 1, 1999.
Following the Effective Time, (1) William J. Shaw, J. Williard
Marriott, Jr., Richard E. Marriott, Rosemary M. Collyer, R. Michael McCullough,
Gilbert T. Ray and Andrew J. Young will resign from the Board of Directors of
the Registrant and (2) Gianni Mion, Paolo Prota Giurleo, Carmine Meoli (each a
director of the Purchaser immediately prior to the Effective Time), William W.
McCarten (a director of the Registrant) and Gilberto Benetton, will become
directors of the Surviving Corporation.
(b) There are no arrangements known to the Registrant, including any
pledge by any person of securities of the Registrant, the operation of which may
at a subsequent date result in a change in control of the Registrant.
4
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements
None.
(b) Pro Forma Financial Information
None.
(c) Exhibits
Exhibit No. Description of Document
----------- -----------------------
2.1 Agreement and Plan of Merger, dated as of July
26, 1999, by and among Host Marriott Services
Corporation, Autogrill S.p.A. and Autogrill
Acquisition Co.*
2.2 Notice of Merger and Appraisal Rights Available
to Former Stockholders of Host Marriott Services
Corporation dated September 10, 1999.
2.3 Letter of Transmittal to Surrender Certificates
formerly Representing Shares of Common Stock of
Host Marriott Services Corporation dated
September 10, 1999.
- ------------------------
* Filed as an Exhibit to the Solicitation/Recommendation Statement on
Schedule 14D-9 dated as of July 30, 1999 and incorporated by reference
herein.
5
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this Report to be signed on its behalf
by the undersigned hereunto duly authorized.
HOST MARRIOTT SERVICES CORPORATION
By: /s/ Joe P. Martin
-----------------------------------------
Name: Joe P. Martin
Title: Senior Vice President,
General Counsel and Secretary
Date: September 10, 1999
6
EXHIBIT INDEX
Exhibit No. Exhibit
----------- -------
2.1 Agreement and Plan of Merger, dated as of July 26,
1999, by and among Host Marriott Services Corporation,
Autogrill S.p.A. and Autogrill Acquisition Co.*
2.2 Notice of Merger and Appraisal Rights Available to
Former Stockholders of Host Marriott Services
Corporation dated September 10, 1999.
2.3 Letter of Transmittal to Surrender Certificates formerly
Representing Shares of Common Stock of Host Marriott
Services Corporation dated September 10, 1999.
- ------------------------
* Filed as an Exhibit to the Solicitation/Recommendation Statement on Schedule
14D-9 dated as of July 30, 1999 and incorporated by reference herein.