As filed with the Securities and Exchange Commission on July 9, 1998
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MARRIOTT INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 52-2055918
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
10400 Fernwood Road, Bethesda, Maryland 20817
(Address of principal executive offices, including zip code)
MARRIOTT INTERNATIONAL, INC. EMPLOYEE STOCK PURCHASE PLAN
(Full title of plan)
Joseph Ryan, Executive Vice President and General Counsel
Marriott International, Inc.
10400 Fernwood Road, Bethesda, Maryland 20817
(Name and address of agent for service)
(301) 380-3000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of Securities to be Amount to be offering price per aggregate offering Amount of
registered registered share (3) price (3) registration fee (3)
- -------------------------------------------------------------------------------------------------------------------
Class A Common Stock, par
value $.01 per share (1)(2) 5,000,000 shares $31.75 $158,750,000 $46,832
- -------------------------------------------------------------------------------------------------------------------
(1) Includes rights ("Rights") issuable pursuant to that certain Rights
Agreement dated as of March 27, 1998, which Rights are currently carried and
traded with shares of the Registrant's Class A Common Stock (including shares
registered hereunder). The value attributable to the Rights, if any, is
reflected in the value of the Registrant's Class A Common Stock.
(2) In addition, pursuant to Rule 416 under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate number of
additional shares of Class A Common Stock that may be offered or issued by
reason of stock splits, stock dividends or similar transactions and an
indeterminate number of plan participation interests.
(3) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) and (h). The proposed maximum offering price per share, proposed
maximum aggregate offering price and the amount of the registration fee are
based on the average of the high and low prices of Marriott International, Inc.
Class A Common Stock reported on the New York Stock Exchange on July 7, 1998
(i.e., $31.75).
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Not required to be included in this Form S-8 Registration Statement pursuant to
introductory Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents which have been filed by the Registrant with
the Securities and Exchange Commission (the "Commission") are incorporated
herein by reference:
(a) Annual Report on Form 10-K of New Marriott MI, Inc. (now known as
Marriott International, Inc.) for the year ended January 2, 1998;
(b) Registration Statement on Form 10 of New Marriott MI, Inc. (now
known as Marriott International, Inc.) filed on February 13,
1998;
(c) All other reports filed pursuant to Sections 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended ("Exchange Act"),
since the end of the fiscal year covered by the document referred
to in (a) above; and
(d) Description of Class A Common Stock ("Common Stock") and Rights
of the Registrant contained or incorporated in the registration
statements filed by the Registrant under the Exchange Act,
including any amendments or reports filed for the purpose of
updating such description.
All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities remaining unsold,
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part of this Registration Statement from the date of filing of such
documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Mr. Joseph Ryan, who issued the Opinion of the Registrant's Law
Department on the legal validity of the shares of Common Stock offered by the
Registrant pursuant to this Registration Statement, is Executive Vice President
and General Counsel of the Registrant. Mr. Ryan currently owns Common Stock of
the Registrant, owns restricted and deferred Common Stock of the Registrant
2
under certain incentive plans of the Registrant, and is eligible to participate
in the Marriott International, Inc. Employee Stock Purchase Plan.
Item 6. Indemnification of Directors and Officers.
Article Eleventh and Article Sixteenth of the Company's Amended and
Restated Certificate of Incorporation (the "Certificate") and Section 7.7 of the
Company's Restated Bylaws limit the personal liability of directors to the
Company or its shareholders for monetary damages for breach of fiduciary duty.
These provisions of the Company Certificate and Bylaws are collectively referred
to herein as the "Director Liability and Indemnification Provisions."
The Director Liability and Indemnification Provisions define and
clarify the rights of individuals, including Company directors and officers, to
indemnification by the Company in the event of personal liability or expenses
incurred by them as a result of litigation against them. Such provisions are
consistent with Section 102(b)(7) of the Delaware General Corporation Law, which
is designed, among other things, to encourage qualified individuals to serve as
directors of Delaware corporations by permitting Delaware corporations to
include in their certificates of incorporation a provision limiting or
eliminating directors' liability for monetary damages and with other existing
Delaware General Corporation Law provisions permitting indemnification of
certain individuals, including directors and officers. The limitations of
liability in the Director Liability and Indemnification Provisions may not
affect claims arising under the federal securities laws.
In performing their duties, directors of a Delaware corporation are
obligated as fiduciaries to exercise their business judgment and act in what
they reasonably determine in good faith, after appropriate consideration, to be
the best interests of the corporation and its shareholders. Decisions made on
that basis are protected by the so-called "business judgment rule." The business
judgment rule is designed to protect directors from personal liability to the
corporation or its shareholders when business decisions are subsequently
challenged. However, the expense of defending lawsuits, the frequency with which
unwarranted litigation is brought against directors and the inevitable
uncertainties with respect to the outcome of applying the business judgment rule
to particular facts and circumstances mean that, as a practical matter,
directors and officers of a corporation rely on indemnity from, and insurance
procured by, the corporation they serve, as a financial backstop in the event of
such expenses or unforeseen liability. The Delaware legislature has recognized
that adequate insurance and indemnity provisions are often a condition of an
individual's willingness to serve as director of a Delaware corporation. The
Delaware General Corporation Law has for some time specifically permitted
corporations to provide indemnity and procure insurance for its directors and
officers.
Set forth below is a description of the Director Liability and
Indemnification Provisions. Such description is intended as a summary only and
is qualified in its entirety by reference to the Company Certificate and the
Company Bylaws.
Elimination of Liability in Certain Circumstances. Article Sixteenth of
the Company Certificate protects directors against monetary damages for breaches
of their fiduciary duty of care, except as set forth below. Under the Delaware
General Corporation Law, absent such liability provisions as are provided in
Article Sixteenth, directors could generally be held liable for gross negligence
for decisions made in the performance of their duty of care but not for simple
negligence. Article Sixteenth eliminates director liability for negligence in
the performance of their duties, including gross negligence. In a context not
involving a decision by the directors (i.e., a suit alleging loss to the Company
3
due to the directors' inattention to a particular matter) a simple negligence
standard might apply. Directors remain liable for breaches of their duty of
loyalty to the Company and its shareholders, as well as acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of law
and transactions from which a director derives improper personal benefit.
Article Sixteenth does not eliminate director liability under Section 174 of the
Delaware General Corporation Law, which makes directors personally liable for
unlawful dividends or unlawful stock repurchases or redemptions and expressly
sets forth a negligence standard with respect to such liability.
While the Director Liability and Indemnification Provisions provide
directors with protection from awards of monetary damages for breaches of the
duty of care, they do not eliminate the directors' duty of care. Accordingly,
these provisions will have no effect on the availability of equitable remedies
such as an injunction or rescission based upon a director's breach of the duty
of care. Article Sixteenth which eliminates liability, as described above, will
apply to officers of the Company only if they are directors of the Company and
are acting in their capacity as directors, and will not apply to officers of the
Company who are not directors. The elimination of liability of directors for
monetary damages in the circumstances described above may deter persons from
bringing third-party or derivative actions against directors to the extent such
actions seek monetary damages.
Indemnification and Insurance. Under Section 145 of the Delaware
General Corporation Law, directors and officers as well as other employees and
individuals may be indemnified against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with specified
actions, suits or proceedings, whether civil, criminal, administrative or
investigative, other than an action by or in the right of the corporation (a
"derivative action"), if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
company, and with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful. A similar standard of
care is applicable in the case of derivative actions, except that
indemnification only extends to expenses (including attorneys' fees) incurred in
connection with defense or settlement of such an action, and the Delaware
General Corporation Law requires court approval before there can be any
indemnification where the person seeking indemnification has been found liable
to the Company.
Section 7.7 of the Company Bylaws provides as follows:
Section 7.7 (a) Each person who was or is a party or is
threatened to be made a party to or is otherwise involved in any
threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (hereinafter a
"proceeding") (other than an action by or in the right of the
Corporation) by reason of the fact that such person is or was a
director, officer or employee of the Corporation, or is or was serving
at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or
other enterprise (hereinafter an "indemnitee"), whether the basis of
such proceeding is alleged activity in an official capacity as a
director, officer, employee or agent or in any other capacity while
serving as a director, officer, employee or agent, shall be indemnified
and held harmless by the Corporation to the fullest extent authorized
by the Delaware General Corporation Law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to
the extent that such amendment permits the Corporation to provide
broader indemnification rights than permitted prior thereto), against
all expense, liability and loss (including attorneys' fees, judgments,
fines and amounts paid in settlement) actually and reasonably incurred
by such person in connection with such proceeding; provided that, (i)
except with respect to proceedings to enforce rights to
indemnification, the Corporation shall indemnify any such indemnitee in
connection with a proceeding (or part thereof) initiated by such
4
indemnitee only if such proceeding (or part thereof) was authorized by
the board of directors, and (ii) such person acted in good faith and in
a manner such person reasonably believed to be in or not opposed to the
best interests of the Corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe such person's
conduct was unlawful. The termination of any action, suit or proceeding
by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner
which such person reasonably believed to be in or not opposed to the
best interests of the Corporation, and, with respect to any criminal
action or proceeding, had reasonable cause to believe that such
person's conduct was unlawful.
(b) The Corporation shall indemnify each person who was or is
a party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the Corporation to
procure a judgment in its favor by reason of the fact that such person
is or was a director, officer or employee of the Corporation, or is or
was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection with the
defense or settlement of such action or suit if such person acted in
good faith and in a manner such person reasonably believed to be in or
not opposed to the best interests of the Corporation and except that no
indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been adjudged to be liable to the
Corporation unless and only to the extent that the Court of Chancery of
the State of Delaware or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.
(c) To the extent that a director, officer or employee of the
Corporation has been successful on the merits or otherwise in defense
of any action, suit or proceeding referred to in subsections (a) and
(b) of this Section 7.7, or in defense of any claim, issue or matter
therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in
connection therewith. For purposes of determining the reasonableness of
any such expenses, a certification to such effect by any member of the
Bar of the State of Delaware, which member of the Bar may have acted as
counsel to any such director, officer or employee, shall be binding
upon the Corporation unless the Corporation establishes that the
certification was made in bad faith.
(d) Any indemnification under subsections (a) and (b) of this
Section 7.7 (unless ordered by a court) shall be made by the
Corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer or employee
is proper in the circumstances because any such person has met the
applicable standard of conduct set forth in subsections (a) and (b) of
this Section 7.7. Such determination shall be made (i) by the Board of
Directors, by a majority vote of directors who were not parties to such
action, suit or proceeding, or (ii) if there are no such directors or
if such directors so direct, by independent legal counsel in a written
opinion, or (iii) by the shareholders.
(e) Expenses (including attorneys' fees) incurred by an
officer, director or employee of the Corporation in defending any
civil, criminal, administrative or investigative action, suit or
proceeding, shall be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of an
5
undertaking by or on behalf of such director, officer or employee to
repay such amount if it shall ultimately be determined that any such
person is not entitled to be indemnified by the Corporation as
authorized by this Section 7.7. Notwithstanding the foregoing, no
advance shall be made by the Corporation if a determination is
reasonably and promptly made by a majority vote of those directors who
are not parties to such action, suit or proceeding, or, if there are no
such directors or if such directors so direct, by independent legal
counsel in a written opinion, that, based upon the facts known to such
directors or counsel at the time such determination is made, such
person acted in bad faith and in a manner that such person did not
believe to be in or not opposed to the best interests of the
corporation, or, with respect to any criminal proceeding, that such
person had reasonable cause to believe his conduct was unlawful.
(f) The indemnification and advancement of expenses provided
by, or granted pursuant to, the other subsections of this Section 7.7
shall not be deemed exclusive of any other rights to which any person
seeking indemnification or advancement of expenses may be entitled
under any bylaw, agreement, vote of shareholders or disinterested
directors or otherwise, both as to action in such person's official
capacity and as to action in another capacity while holding such
office.
(g) The Corporation may but shall not be required to purchase
and maintain insurance on behalf of any person who is or was a
director, officer or employee of the Corporation, or is or was serving
at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against such person and
incurred by such person in any capacity, or arising out of such
person's status as such, whether or not the Corporation would have the
power to indemnify such person against such liability under this
Section 7.7. The Corporation may create a trust fund, grant a security
interest or use other means (including, without limitation, a letter of
credit) to ensure the payment of such sums as may become necessary to
effect indemnification as provided herein.
(h) For purposes of this Section 7.7, references to "the
Corporation" shall include, in addition to the resulting Corporation,
any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its
separate existence had continued, would have had power and authority to
indemnify its directors, officers, and employees, so that any person
who is or was a director, officer or employee of such constituent
corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under this Section 7.7 with respect to
the resulting or surviving corporation as such person would have had
with respect to such constituent corporation if its separate existence
had continued.
(i) For purposes of this Section 7.7, references to "other
enterprises" shall include employee benefit plans; references to
"fines" shall include any excise taxes assessed on a person with
respect to any employee benefit plan; and references to "serving at the
request of the Corporation" shall include any service as a director,
officer or employee of the Corporation which imposes duties on, or
involves services by, such director, officer or employee with respect
to an employee benefit plan, its participants or beneficiaries; and a
person who acted in good faith and in a manner such person reasonably
believed to be in the interest of the participants and beneficiaries of
an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the Corporation" as referred to in
this Section 7.7.
(j) The indemnification and advancement of expenses provided
by, or granted pursuant to, this Section 7.7 shall, unless otherwise
provided when authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a
person.
6
(k) This Section 7.7 shall be interpreted and construed to
accord, as a matter of right, to any person who is or was a director,
officer or employee of the Corporation or is or was serving at the
request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise, the full measure of indemnification and advancement of
expenses permitted by Section 145 of the Business Corporation Law of
the State of Delaware.
(l) Any costs incurred by any person in enforcing the
provisions of this Section 7.7 shall be an indemnifiable expense in the
same manner and to the same extent as other indemnifiable expenses
under this Section 7.7.
(m) No amendment, modification or repeal of this Section 7.7
shall have the effect of or be construed to limit or adversely affect
any claim or right to indemnification or advancement of expenses made
by any person who is or was a director, officer or employee of this
Corporation with respect to any state of facts which existed prior to
the date of such amendment, modification or repeal, whether or not the
Corporation has been notified of such claim, or such right has been
asserted, prior to such date. Accordingly, any amendment, modification
or repeal of this Section 7.7 shall be deemed to have prospective
application only and shall not be applied retroactively.
Article Eleventh of the Company Certificate provides as follows:
ELEVENTH. Each person who was or is made a party or is
threatened to be made a party to or is otherwise involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the fact that
he or she is or was a director, officer or employee of the Corporation
or is or was serving at the request of the Corporation as a director,
officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with
respect to an employee benefit plan (hereafter an "indemnitee"),
whether the basis of such proceeding is alleged activity in an official
capacity as a director, officer, employee or agent or in any other
capacity while serving as a director, officer, employee or agent, shall
be indemnified and held harmless by the Corporation to the fullest
extent authorized by the Delaware General Corporation Law, as the same
exists or may hereafter be amended (but, in the case of any such
amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than permitted
prior thereto), against all expense, liability and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and
amounts paid in settlement) reasonably incurred or suffered by such
indemnitee in connection therewith and such indemnification shall
continue as to an indemnitee who has ceased to be a director, officer
or employee and shall inure to the benefit of the indemnitee's heirs,
executors and administrators; provided that except with respect to
proceedings to enforce rights to indemnification, the Corporation shall
indemnify any such indemnitee in connection with a proceeding (or part
thereof) initiated by such indemnitee only if such proceeding (or part
thereof) was authorized by the board of directors. The foregoing right
of indemnification shall be in addition to and not exclusive of all
other rights to which such director, officer, or employee may be
entitled.
Item 7. Exemption from Registration Claimed.
Not applicable.
7
Item 8. Exhibits.
EXHIBIT NO. DESCRIPTION
4(a) Amended and Restated Certificate of Incorporation
of the Registrant (incorporated by reference to
Exhibit 2 to the Form 8-A/A of the Registrant
filed on April 3, 1998)
4(b) Amended and Restated Bylaws of the Registrant
(incorporated by reference to Exhibit 3.3 to the
Form 10-Q for the fiscal quarter ended March 27,
1998)
4(c) Rights Agreement, dated as of March 27, 1998,
between the Registrant and The Bank of New York,
as Rights Agent (incorporated by reference to
Exhibit 1 to the Form 8-A/A of the Registrant
filed on April 3, 1998)
5 Opinion of Marriott International, Inc.'s
Law Department regarding the legal validity of the
securities being registered for issuance under the
Plan
23(a) Consent of Arthur Andersen LLP
23(b) Consent of Marriott International, Inc.'s Law
Department (contained in the opinion of such
counsel filed as Exhibit 5 to this Registration
Statement)
24 Power of Attorney (included on signature page)
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in this Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information
in the Registration Statement.
Paragraphs (l)(i) and (l)(ii) above do not apply if the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this
Registration Statement.
8
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the Registration Statement shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
9
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the County of Montgomery, State of Maryland on the 9th day
of July, 1998.
MARRIOTT INTERNATIONAL, INC.
By: /s/ J.W. Marriott, Jr.
---------------------------
J.W. Marriott, Jr.
Chairman of the Board, and
Chief Executive Officer
POWERS OF ATTORNEY
Each person whose signature appears below constitutes and appoints J
.W. Marriott, Jr. and Michael A. Stein as his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for such person
and in his name, place and stead, in any and all capacities, to sign any or all
further amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Form
S-8 Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
/s/ J.W. Marriott, Jr. Chairman of the Board and Chief July 9, 1998
- ------------------------------- Executive Officer and Director (Principal
J.W. Marriott, Jr. Executive Officer)
/s/ Michael A. Stein Executive Vice President and Chief Financial July 9, 1998
- ------------------------------- Officer (Principal Financial Officer)
Michael A. Stein
/s/ Stephen E. Riffee Vice President - Finance and Chief Accounting July 9, 1998
- ---------------------------------- Officer (Principal Accounting Officer)
Stephen E. Riffee
/s/ Richard E. Marriott Director July 9, 1998
- ------------------------------
Richard E. Marriott
10
Signature Title Date
/s/ Henry Cheng Kar-Shun Director July 9, 1998
_---------------------------
Henry Cheng Kar-Shun
/s/ Gilbert M. Grosvenor Director July 9, 1998
- ----------------------------
Gilbert M. Grosvenor
/s/ Floretta Dukes McKenzie Director July 9, 1998
- ----------------------------
Floretta Dukes McKenzie
/s/ Harry J. Pearce Director July 9, 1998
- ----------------------------
Harry J. Pearce
/s/ W. Mitt Romney Director July 9, 1998
- ----------------------------
W. Mitt Romney
/s/ Roger W. Sant Director July 9, 1998
- -----------------------------
Roger W. Sant
/s/ William J. Shaw Director July 9, 1998
- ------------------------------
William J. Shaw
/s/ Lawrence M. Small Director July 9, 1998
- ----------------------------
Lawrence M. Small
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Administrator of the Plan has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
County of Montgomery, State of Maryland, on the 9th day of July, 1998.
MARRIOTT INTERNATIONAL, INC.
EMPLOYEE STOCK PURCHASE PLAN
By: /s/ Brendan Keegan
-----------------------
Brendan Keegan
Senior Vice President
of Human Resources
11
EXHIBIT INDEX
SEQUENTIALLY
NUMBERED PAGE
EXHIBIT NO. DESCRIPTION
4(a) Amended and Restated Certificate of Incorporation of --
the Registrant (incorporated by reference to Exhibit
2 to the Form 8-A/A of the Registrant filed on April
3, 1998)
4(b) Amended and Restated Bylaws of the Registrant --
(incorporated by reference to Exhibit 3.3 to the
Form 10-Q for the fiscal quarter ended March 27,
1998)
4(c) Rights Agreement, dated as of March 27, 1998, --
between the Registrant and The Bank of New York, as
Rights Agent (incorporated by reference to Exhibit 1
to the Form 8-A/A of the Registrant filed on April
3, 1998)
5 Opinion of Marriott International, Inc.'s Law 13
Department regarding the legal validity of the
securities being registered for issuance under the
Plan
23(a) Consent of Arthur Andersen LLP 14
23(b) Consent of Marriott International, Inc.'s Law --
Department (contained in the opinion of such counsel
filed as Exhibit 5 to this Registration Statement)
24 Power of Attorney (included on signature page) --
EXHIBIT 5
July 9, 1998
Marriott International, Inc.
10400 Fernwood Road
Bethesda, Maryland 20817
Ladies and Gentlemen:
We have acted as counsel for Marriott International, Inc., a Delaware
corporation (the "Company"), with respect to a Registration Statement on Form
S-8 (the "Registration Statement") offering 5,000,000 shares of Class A Common
Stock of the Company to be offered to employees under the Company's Employee
Stock Purchase Plan (the "Plan"). This Registration Statement is being filed
with the Securities and Exchange Commission on the date hereof.
In connection with our services as counsel for the Company with respect
to the Registration Statement, we have examined, among other things, such
federal and state laws and such documents, certificates, telegrams, and
corporate or other records as we deemed necessary or appropriate for the
purposes of preparation of this opinion.
Based on the foregoing examination, we hereby advise that in our
opinion:
(1) The Plan has been duly adopted by the Board of Directors and duly
approved by the stockholders of the Company and is now legally effective;
(2) The 5,000,000 shares of Class A Common Stock included in the
Registration Statement for issuance under the Plan, when issued under the Plan
in accordance with the terms and provisions thereof, will be legally issued,
fully paid, and non-assessable; and
(3) The opinion contained in the preceding paragraph is based on the
assumption that, at the time such shares of stock are issued, the Registration
Statement will then be effective and all applicable state securities laws will
have been complied with.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
MARRIOTT INTERNATIONAL, INC.
LAW DEPARTMENT
By: /s/ Joseph Ryan
-------------------
Joseph Ryan
General Counsel
EXHIBIT 23(a)
CONSENT OF INDEPENDENT AUDITORS
As independent public accountants, we hereby consent to the incorporation by
reference in Marriott International, Inc.'s Registration Statement on Form S-8,
of our report dated February 19, 1998 included in the New Marriott MI, Inc. Form
10-K for the fiscal year ended January 2, 1998, and to all references to our
Firm included in such registration statement.
ARTHUR ANDERSEN LLP
Washington, D.C.
July 6, 1998