8-K

 
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM 8-K

                                CURRENT REPORT

                         Under Section 13 or 15(d) of
                      The Securities Exchange Act of 1934


       Date of Report (Date of earliest event reported): March 18, 1997

                         MARRIOTT INTERNATIONAL, INC.
            (Exact name of registrant as specified in its charter)


         Delaware                             52-0936594            
(State of incorporation)           (IRS Employer Identification No.) 

        1-12188 
(Commission File No.)  

              10400 Fernwood Road, Bethesda, Maryland    20817
              (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code:  (301) 380-3000

(Former name or former address, if changed since last report)

ITEM 5.   OTHER EVENTS

     On March 18, 1997, the Registrant and Host Marriott Corporation announced a
letter of intent under which the Registrant will sell to Host Marriott
Corporation all of the issued and outstanding stock of Forum Group, Inc. ("Forum
Group").  The letter of intent provides that a subsidiary of the Registrant will
continue to operate the senior living communities owned by Forum Group.  The
aggregate sales value to the Registrant, comprised of cash, notes from Host
Marriott Corporation, and the Registrant's share of outstanding debt of Forum
Group is

 
approximately $540 million, including approximately $63 million to be received
as expansions of certain communities are completed.  The transaction is subject
to customary conditions, including due diligence, documentation, approval by the
Boards of Directors of the Registrant and Host Marriott Corporation and the
expiration or termination of the Hart-Scott-Rodino Act waiting period
requirements.

     The attached news release, which is incorporated herein by reference,
provides additional information regarding the proposed transaction.
 
ITEM 7.     FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

(c)    Exhibits

Exhibit 99(1)         News Release dated March 18, 1997.

 
SIGNATURES

Under 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
thereunto duly authorized.

MARRIOTT INTERNATIONAL, INC.


By: /s/ Joseph Ryan
    ------------------------
    Joseph Ryan
    Executive Vice President
    and General Counsel


Date: March 27, 1997

EX-99.1

 
                                                                   Exhibit 99(1)


MARRIOTT INTERNATIONAL AGREES TO SELL 29 SENIOR LIVING COMMUNITIES,
WILL CONTINUE OPERATING THE COMMUNITIES UNDER LONG-TERM AGREEMENTS

WASHINGTON, D.C., Mar.18, 1997--Marriott International, Inc. (MAR / NYSE) today
announced it has executed a letter of intent to sell 29 of its senior living
communities to Host Marriott Corporation (HMT / NYSE).  Under the terms of the
agreement, Host Marriott will purchase all of the common stock of Forum Group,
Inc., from Marriott International.  Marriott Senior Living Services will
continue to operate these communities under long-term agreements. The aggregate
sales value to Marriott, comprised of cash, notes to be received from Host
Marriott, and Marriott's share of outstanding debt of Forum Group, Inc., is
approximately $540 million, including approximately $63 million to be received
as expansions at certain communities are completed.  The letter of intent is
subject to customary due diligence, documentation, approval of the Boards of
Directors of both companies and expiration or termination of the Hart-Scott-
Rodino Act waiting period requirements.

"Host Marriott is a major strategic partner in our lodging business.  We are
delighted they are adding these senior living communities to their portfolio of
Marriott-operated properties, and we look forward to expanding this new aspect
of our relationship with them," said William J. Shaw, president and chief
operating officer of Marriott International. "We will continue to provide the
finest of care and services to the residents in our communities, and we look
forward to growing our senior living business at an accelerated pace in the
future," he said.

Over the next decade, it is estimated that the number of Americans age 85 and
older will increase by more than 40 percent, while those age 75 and older will
grow by over 25 percent.  These strong demographic trends make senior living
services an attractive growth business for Marriott. Marriott Senior Living
Services is the largest operator of quality-tier senior housing in the United

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States. It now provides housing, food service, social activities and skilled
nursing care to seniors at 76 communities totaling more than 15,400 living units
in 20 states. Marriott facilities for seniors include Brighton Gardens and
National Guest Homes assisted living communities, as well as independent full-
service and lifecare communities. Mr. Shaw added, "Marriott Senior Living
Services expects to operate over 200 communities by the year 2000."

"The sale of these Marriott senior living communities is consistent with our
strategy to grow through developing and operating strong hospitality businesses,
while limiting our real estate holdings," said Michael A. Stein, executive vice
president and chief financial officer of Marriott International.  "This
transaction adds Host Marriott to our expanding group of retirement community
owners,  frees up capital for Marriott and provides flexibility for additional
long-term growth," he added.

The sale is expected to be completed in the second quarter of 1997.  The 29
communities in the transaction are located in 11 states and, at closing, will
include approximately 6,500 living units. After closing, Marriott expects to
complete the addition of approximately 700 suites or nursing care beds at
certain of the communities.

MARRIOTT INTERNATIONAL, INC. is the world's leading hospitality company, with
approximately 4,700 operating units in the United States and 27 other countries.
Major businesses include hotels operated and franchised under the Marriott,
Ritz-Carlton, Courtyard, Fairfield Inns and Suites, Residence Inn, TownePlace
Suites, and Executive Residences brands; vacation ownership resorts; food
service and facilities management for clients in business, education and health
care; senior living communities and services; and food service distribution. The
company is headquartered in Washington, D.C. and has approximately 192,000
employees. For its 1996  fiscal year, the company reported total sales of $10.2
billion.

Note: This press release contains "forward-looking statements" within the
meaning of federal securities law. These forward-looking statements include,
among others, statements concerning the number of senior living communities and
units expected to be added in future years; business strategies and their
anticipated results; demographic trends in the United States; and similar

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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 which could cause actual results to
differ materially from those expressed in or implied by those statements,
including competition within the senior living industry, the balance between
supply of and demand for senior living accommodations, the Company's continued
ability to obtain new operating contracts on current terms, the Company's
relations with current and potential retirement community owners, the effect of
national and regional economic conditions, receipt of governmental approvals
required to construct planned expansions to existing communities, the
availability of capital to fund such expansions, and other risks described from
time to time in the Company's filings with the Securities and Exchange
Commission.

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Contact:  Tom Marder,  301/380-2553