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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9/A
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
HOST MARRIOTT SERVICES CORPORATION
(NAME OF SUBJECT COMPANY)
HOST MARRIOTT SERVICES CORPORATION
(NAME OF PERSON(S) FILING STATEMENT)
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COMMON STOCK, NO PAR VALUE
(TITLE OF CLASS OF SECURITIES)
440914-10-9
(CUSIP NUMBER OF CLASS OF SECURITIES)
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JOE P. MARTIN
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
HOST MARRIOTT SERVICES CORPORATION
6600 ROCKLEDGE DRIVE
BETHESDA, MARYLAND 20817
(301) 380-7000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICE AND COMMUNICATIONS ON BEHALF OF
THE PERSON(S) FILING STATEMENT)
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Copies to:
BRUCE E. ROSENBLUM, ESQ. SCOTT C. HERLIHY, ESQ.
LATHAM & WATKINS LATHAM & WATKINS
1001 PENNSYLVANIA AVENUE, N.W., SUITE 1300 1001 PENNSYLVANIA AVENUE, N.W., SUITE 1300
WASHINGTON, D.C. 20004-2505 WASHINGTON, D.C. 20004-2505
(202) 637-2200 (202) 637-2200
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This Amendment No. 2 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 filed with the
Securities and Exchange Commission (the "Commission") on July 30, 1999 (as
subsequently amended, the "Schedule 14D-9") by Host Marriott Services
Corporation, a Delaware corporation (the "Company"), relating to the cash
tender offer by Autogrill Acquisition Co., a Delaware corporation and a
wholly-owned subsidiary of Autogrill Overseas S.A., a Luxembourg Company and a
wholly-owned subsidiary of Autogrill S.p.A., an Italian company (together,
"Autogrill"), to purchase all outstanding shares of common stock of the
Company, no par value (together with associated preferred stock purchase
rights, the "Shares"), at a price of $15.75 per share, net to the seller in
cash, upon the terms and subject to the conditions set forth in the Offer to
Purchase and the related Letter of Transmittal (which together constitute the
"Offer"). The Offer is disclosed in a Tender Offer Statement on Schedule 14D-1,
dated July 30, 1999 (as subsequently amended, the "Schedule 14D-1"), as filed
by the Purchaser with the Commission. Unless otherwise indicated, capitalized
terms used but not defined shall have the meanings ascribed to them in the
Schedule 14D-9.
Item 8. Additional Information to be Furnished.
The Offer expired at 12:00 Midnight, New York City time, on Thursday,
August 26, 1999. On August 27, 1999, Autogrill accepted for payment all Shares
validly tendered and not withdrawn in the Offer. At the completion of the
Offer, a total of 30,484,407 Shares - not including 1,090,741 Shares subject to
guarantees of delivery - were tendered in the offer and accepted for payment by
Autogrill Acquisition Co., representing 90.7% of the total Shares outstanding.
A copy of a press release issued by HMS on August 27, 1999 with respect to the
expiration of the Offer and the intention of Autogrill to consumate the merger
of Autogrill Acquisition Co. with and into the Company is filed as Exhibit 12
hereto and is incorporated by reference herein.
Item 9. Material to be Filed as Exhibits.
Exhibit 12 - Press Release issued by the Company on August 27, 1999.
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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: August 27, 1999 HOST MARRIOTT SERVICES CORPORATION
By: /s/ JOE P. MARTIN
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Name: Joe P. Martin
Title: Senior Vice President,
General Counsel and
Secretary