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EXHIBIT 7
[BT WOLFENSOHN LETTERHEAD]
March 15, 1999
Mr. Paolo Prota Giurleo
Autogrill SpA
Via Caldera 21
20153 Milano
Italy
Dear Mr. Prota Giurleo:
We understand that you may be interested in pursuing a transaction
with Host Marriott Services Corporation (the "Company") on a mutually agreeable
basis. BT Wolfensohn has been engaged by the Company to act as financial advisor
in connection with a potential transaction. In connection with your possible
interest in a transaction with the Company, we propose to furnish you with
certain information related to the Company (herein referred to as the
"Confidential Information"). Confidential Information includes not only written
information but also information transferred orally, visually, electronically or
by any other means. The fact that such information has been delivered to you,
that such a transaction is under consideration by the Company, that discussions
or negotiations have occurred or are occurring regarding a possible transaction
involving the Company and you, and the status of any such discussions or
negotiations, are considered Confidential Information for purposes of this
Agreement. In consideration of our furnishing you with the Confidential
Information, and as a condition to such disclosure, you agree as follows:
1. The Confidential Information will be used by you solely for the
purpose of your evaluation of the desirability of your entering
into a transaction with the Company, and for no other purpose.
2. You shall keep all Confidential Information secret and
confidential and shall not, without the prior written consent of
the Company, disclose it to anyone except to a limited group of
your own employees, directors, officers, agents and outside
advisors ("Representatives") who are actually engaged in, and need
to know such Confidential Information to perform the evaluation
referred to above, each of whom must be advised of the
confidential nature of the Confidential Information and of the
terms of this Agreement and must agree to abide by such terms. You
shall be responsible for any breach of this Agreement by any of
your Representatives.
3. Upon any termination of your evaluation of pursuing a transaction
with the Company or upon notice from the Company to you (i) you
will return to the Company the Confidential Information which is
in tangible form, including any copies which you may have made,
and you will destroy all abstracts, summaries thereof or
references thereto in your documents, and certify to us that you
have done so, and (ii) neither you nor your Representatives will
use any of the Confidential Information with
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Mr. Paolo Prota Giurleo
July 29, 1999
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respect to, or in furtherance of, your business, any of their
respective businesses, or in the business of anyone else, whether
or not in competition with the Company, or for any other purpose
whatsoever.
4. Confidential information includes all analyses, compilations,
forecasts, studies or other documents prepared by you or your
Representatives in connection with your evaluation of pursuing a
transaction with the Company. Confidential Information does not
include any information which was publicly available prior to your
receipt of such information or thereafter became publicly
available (other than as a result of disclosure by you or any of
your Representatives). Information shall be deemed "publicly
available" if it becomes a matter of public knowledge or is
contained in materials available to the public or is obtained from
any source other than the Company (or its directors, officers,
employees, agents or outside advisors, including, without
limitation BT Wolfensohn), provided that such source is not to
your knowledge prohibited from disclosing such information by a
legal, contractual or fiduciary obligation to the Company and did
not obtain the information from an entity or person prohibited
from disclosing such information by a legal, contractual or
fiduciary obligation to the Company.
5. You understand that we have endeavored to include in the
Confidential Information those materials which we believe to be
reliable and relevant for the purpose of your evaluation, but you
acknowledge that neither the Company nor BT Wolfensohn nor any of
their respective directors, officers, employees, agents or outside
advisors makes any representation or warranty as to the accuracy
or completeness of the Confidential Information and you agree that
such persons shall have no liability to you or any of your
Representatives resulting from any use of the Confidential
Information. You understand that the Confidential Information is
not being furnished for use in an offer or sale of securities of
the Company and is not designed to satisfy the requirements of
federal or state securities laws in connection with any offer or
sale of such securities to you.
6. In the event that you or any of your Representatives is requested
in any proceeding to disclose any of the Confidential Information,
you will provide the Company with prompt prior notice so that the
Company may seek a protective order or other appropriate remedy
and/or waive compliance with the provisions of this Agreement. In
the event that the Company is unable to obtain such protective
order or other appropriate remedy, you will furnish only that
portion of the Confidential Information which you are advised by a
written opinion of counsel is legally required, you will give the
Company written notice of the information to be disclosed as far
in advance as practicable, and you will exercise your best efforts
to obtain a protective order or other reliable assurance that
confidential treatment will be accorded the Confidential
Information so disclosed.
7. Without the prior written consent of the Company, you will not,
and will not encourage or assist others to, for a period of three
years (i) propose or disclose an intent to propose any form of
business combination, acquisition, restructuring, recapitalization
or other similar transaction relating to the Company, (ii) acquire
or
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Mr. Paolo Prota Giurleo
July 29, 1999
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offer, seek, propose or agree to acquire, directly or indirectly,
by purchase or otherwise, any voting securities or assets of the
Company, (iii) make, or in any way participate, directly or
indirectly, in any "solicitation" of any "proxy" to vote (as such
terms are used in the proxy rules of the Securities and Exchange
Commission) or seek to advise or influence any person or entity
with respect to the voting of any voting securities of the
Company, (iv) form, join or in any way participate, directly or
indirectly, in a "group" within the meaning of Section 13(d)(3) of
the Securities Exchange Act of 1934, as amended, with respect to
any voting securities of the Company, (v) enter into any
discussions, negotiations, arrangements or understandings with any
third party with respect to any of the foregoing, (vi) disclose
any intention, plan or arrangement inconsistent with the
foregoing, (vii) otherwise act, alone or in concert with others,
directly or indirectly, to seek control of the management, board
of directors, or policies of the Company, (viii) request the
Company, directly or indirectly, to amend or waive any provisions
of this paragraph.
8. You agree that for a period of three years, you will not, directly
or indirectly, solicit for employment or hire any employee of the
Company or any of its subsidiaries with whom you have had contact
or who became known to you in connection with your evaluation of a
possible transaction involving the Company; provided that the
foregoing provision will not prevent you from employing any such
person who contacts you on his or her own initiative without any
direct or indirect solicitation by, or encouragement (not
including a general solicitation of employment not specifically
directed towards employees of the Company) from, you.
9. Without impairing any other provision hereof, you will promptly
advise the Company of any prohibited disclosure or other breach of
this Agreement.
10. You understand and agree that money damages would not be a
sufficient remedy for any breach of this Agreement by you or your
Representatives, and that the Company, its agents and
representatives shall be entitled to specific performance and/or
injunctive relief as a remedy for any such breach. Such remedy
shall not be deemed to be the exclusive remedy for any such breach
of this Agreement but shall be in addition to all other remedies
available at law or in equity. You further agree that no failure
or delay by the Company, its directors, officers, employees,
agents or outside advisors or representatives in exercising any
right, power or privilege under this Agreement shall operate as a
waiver thereof, nor shall any single or partial exercise thereof
preclude any other or further exercise thereof or the exercise of
any right, power or privilege under this agreement.
11. Nothing in this Agreement shall impose any obligation upon you or
the Company to consummate a transaction or to enter into any
discussion or negotiations with respect thereof.
12. This Agreement shall be governed by the laws of the State of New
York.
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Mr. Paolo Prota Giurleo
July 29, 1999
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If you are in agreement with the foregoing, please sign and return
the enclosed copy of this letter which will constitute our agreement with
respect to the subject matter of this letter as of the date first above written.
Very truly yours,
BT WOLFENSOHN
/s/ Carlo Bronzini Vender
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Carlo Bronzini Vender
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Managing Director
AGREED AND ACCEPTED TO:
AUTOGRILL SpA
By: /s/Paolo Prota Giurleo
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Its: Chief Executive Officer