Exhibit No. 99(e)
[Letterhead]
MARRIOTT INTERNATIONAL COMPLETES SPINOFF AND MERGER TRANSACTIONS
RESULTING IN "NEW" MARRIOTT INTERNATIONAL AND SODEXHO MARRIOTT SERVICES
WASHINGTON, D.C., March 27, 1998 -- Marriott International, Inc. (MAR/NYSE)
today reported that it has completed its previously announced spinoff and
merger transactions.
In these transactions, Marriott International spun off to its stockholders, on
a tax-free basis, a new company comprised of its lodging, senior living
services, and distribution services businesses. This new company has adopted
the Marriott International, Inc. name. Immediately following the spinoff,
Marriott's food service and facilities management business (Marriott
Management Services) was merged with the North American operations of Sodexho
Alliance. The merged company has been renamed Sodexho Marriott Services,
Inc., and will remain headquartered in the Washington, D.C. area.
J.W. Marriott, Jr., chairman and chief executive officer of the "old"
Marriott International, Inc., and William J. Shaw, its president and chief
operating officer, assumed the same positions with the new Marriott
International. Mr. Shaw also will serve as chairman of the board of Sodexho
Marriott Services, Inc. Charles D. O'Dell, previously president of Marriott
Management Services, has been named president and chief executive officer of
Sodexho Marriott Services. Michel Landel, formerly president and chief
executive officer of Sodexho North America, is now executive vice president
of Sodexho Marriott Services.
"These two new companies are poised for growth. They have much in common that
will help deliver enhanced value to stockholders, including strong positions
of leadership in their respective industries, and dedicated workforces
committed to providing exceptional customer service," said Mr. Marriott.
"The new Marriott International has substantial investment capacity, which
will enable us to aggressively pursue growth opportunities around the
world," Mr. Marriott added.
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"Marriott will continue to execute its global growth strategy by expanding
distribution of our 10 hotel brands, as well as developing new vacation club
resorts," explained Mr. Shaw. "We expect to add more than 140,000 rooms to
the Marriott lodging system over the next five years (1998-2002) through
management contracts, franchise agreements, selective company development,
and acquisitions," he said, "as well as double the cumulative number of
timeshare intervals sold by our vacation club business." According to Mr.
Shaw, new Marriott International also will take advantage of opportunities in
the rapidly growing market for senior living services over the next five
years, by opening more than 200 assisted living and full-service communities,
while Marriott Distribution Services expects to gain market share in the
limited line food service distribution business.
Mr. O'Dell said, "Today marks the beginning of an exciting period, with
exceptional opportunities for Sodexho Marriott Services. Our people are
moving forward with a focused strategy to expand our leadership position in
outsourced services." Mr. O'Dell continued, "The North American food and
facilities management service industry is a $157 billion market, of which
only 17 percent is contracted to management providers. As the industry
leader, Sodexho Marriott Services is well-positioned to meet the needs of the
expanding marketplace.
"In addition," Mr. O'Dell continued, "we expect to grow at above-average
rates, and to capture a major share of new business as more organizations
understand the cost savings and performance gains made through outsourcing."
As a result of the spinoff and merger transactions, a stockholder of record
as of March 27, 1998, with 100 shares of "old" Marriott International common
stock, for example, will own the following: 100 shares of Marriott
International, Inc. common stock; 100 shares of Marriott International, Inc.
Class A common stock; and 25 shares of Sodexho Marriott Services, Inc. common
stock (after giving effect to a one-for-four reverse stock split).
As consideration for the merger, Sodexho Alliance received common shares of
Sodexho Marriott Services representing about a 49 percent ownership interest
in the merged company.
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In connection with the spinoff and merger transactions, Marriott
International and its wholly-owned subsidiary RHG Finance Corporation ("RHG
Finance") completed the previously announced cash tender offers and consent
solicitations for Marriott International, Inc.'s outstanding Series A through
D Senior Notes (the "Notes") and RHG Finance's outstanding Guaranteed Notes.
The offers to purchase, announced on February 25, 1998, expired at 9:00 a.m.,
New York City time, today. All Notes and Guaranteed Notes validly tendered in
the offers have been accepted. The amount tendered and accepted represents
approximately 99 percent of the total Notes and Guaranteed Notes outstanding.
Payment of the tender offer price, the consent payment (if applicable), and
accrued and unpaid interest will be made on April 1, 1998.
The description, outstanding principal amount prior to the offers to
purchase, and the amount tendered and accepted for purchase for each series
of Notes and for the Guaranteed Notes are as follows:
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Security description and CUSIP Outstanding principal Amount tendered
number amount prior to offers and accepted for
purchase
- --------------------------------------------------------------------------------
6.750% Series A Senior Notes Due $150,000,000 $147,744,000
12/15/03, 571900AA7
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7.875% Series B Senior Notes Due $200,000,000 $199,021,000
04/15/05, 571900AB5
- --------------------------------------------------------------------------------
7.125% Series C Senior Notes Due $150,000,000 $147,419,000
06/01/07, 571900AC3
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6.750% Series D Senior Notes Due $100,000,000 $99,344,000
12/01/09, 571900AD1
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RHG Finance 8.875% Guaranteed $120,000,000 $116,500,000
Notes Due 10/01/05, 749928AA5
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"Regular way" trading of both classes of common stock of new Marriott
International and the common stock of Sodexho Marriott Services will begin on
the New York Stock Exchange on Monday, March 30, 1998, under the following
trading symbols:
Trading
Company Symbol
------- -------
Marriott International, Inc.
----------------------------
Common stock MAR
Class A common stock MAR.A
Sodexho Marriott Services, Inc.
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Common stock SDH
MARRIOTT INTERNATIONAL, INC. ("New" Marriott International) is a leading
worldwide hospitality company, with nearly 1,600 operating units in the
United States and 53 other countries and territories. Major businesses
include hotels operated and franchised under the Marriott, Ritz-Carlton,
Courtyard, Residence Inn, Fairfield, TownePlace Suites, Renaissance, New
World and Ramada International brands; vacation club (timeshare) resorts;
senior living communities and services; and food service distribution. The
company is headquartered in Washington, D.C. and has approximately 117,000
employees. Total sales for fiscal 1997 were $9.0 billion.
SODEXHO MARRIOTT SERVICES, INC. is the largest food service and facilities
management services company in North America. It serves over 4,800 clients in
business, health care and education. Sodexho Marriott had proforma sales of
$4.2 billion in fiscal 1997, and has approximately 100,000 employees, as well
as 60,000 client employees managed by the company.
Note: This press release contains "forward-looking statements" within the
meaning of federal securities law, including statements concerning
anticipated synergies and cost savings, the number of lodging properties and
senior living communities expected to be added in future years, business
strategies and their intended results, and similar statements concerning
anticipated future events and expectations that are not historical facts. The
forward-looking statements in this press release are subject to numerous
risks and uncertainties, including the effects of economic conditions;
changes in supply of and demand for hotel rooms, vacation club resorts and
senior living accommodations; competitive conditions in the lodging,
management services, senior living, and food service distribution industries;
relationships with clients and property owners; the impact of government
regulations; and, the availability of capital to finance growth, which could
cause actual results to differ materially from those expressed in or implied
by the statements herein.
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Contact: Tom Marder (301) 380-2553