-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N8adOHzRqlPivzIbfOi956Uv0I0Qy394IH0qcTQ0LU6uQh1mlijFH+j/4q25r9ml 0s128Qt8VPghiyHYFF/9tw== 0000928385-97-001656.txt : 19971016 0000928385-97-001656.hdr.sgml : 19971016 ACCESSION NUMBER: 0000928385-97-001656 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19971015 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MARRIOTT INTERNATIONAL INC CENTRAL INDEX KEY: 0000905036 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 520936594 STATE OF INCORPORATION: DE FISCAL YEAR END: 0101 FILING VALUES: FORM TYPE: 8-A12B/A SEC ACT: SEC FILE NUMBER: 001-12188 FILM NUMBER: 97695792 BUSINESS ADDRESS: STREET 1: 10400 FERNWOOD RD CITY: BETHESDA STATE: MD ZIP: 20817 BUSINESS PHONE: 3013803000 MAIL ADDRESS: STREET 1: 10400 FERNWOOD RD CITY: BETHESDA STATE: MD ZIP: 20817 8-A12B/A 1 AMENDMENT TO THE FORM 8-A12(B) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A For Registration of Certain Classes of Securities Under Section 12(b) or (g) of the Securities Exchange Act of 1934 MARRIOTT INTERNATIONAL, INC. ------------------------------------ (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 Securities to be registered pursuant to Section 12(b) of the Act: Preferred Stock Purchase Rights ------------------------------- (Title of class) Chicago Stock Exchange New York Stock Exchange Pacific Stock Exchange Philadelphia Stock Exchange ------------------------------------------------------------- (Name of each exchange on which each class is to be registered) Securities to be registered under Section 12(g) of the Act None -------------- (Title of Class) ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED On September 30, 1997, Marriott International, Inc. (the "Company") executed and delivered an Amendment (the "Amendment") to the Rights Agreement, dated as of October 8, 1993, between the Company and The Bank of New York, as Rights Agent (the "Rights Agent") (the "Rights Agreement"). The Amendment is filed herewith as Exhibit 1 and is incorporated herein by reference. The Amendment was entered into immediately prior to the execution and delivery of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 30, 1997, among the Company, Marriott-ICC Merger Corp., New Marriott MI, Inc., Sodexho Alliance, S.A. and International Catering Corporation. The Amendment, among other things, excludes from the definition of an "Acquiring Person" in the Rights Agreement any Person who or which, together with all Affiliates and Associates, becomes the Beneficial Owner of 20% or more of the shares of Common Stock then outstanding solely as a result of the transactions relating to and contemplated by the Merger Agreement. Second, the Amendment amends Section 11(a)(ii) to exclude from its provisions any Person who or which, together with all Affiliates and Associates, becomes the Beneficial Owner of 20% or more of the shares of Common Stock then outstanding solely as a result of the transactions relating to and contemplated by the Merger Agreement. Third, the Amendment amends Section 11(n) to exclude from its provisions any transactions relating to and contemplated by the Merger Agreement. Finally, the Amendment amends Section 13(a) to exclude from its provisions any Person who or which, together with all Affiliates and Associates, becomes the Beneficial Owner of 20% or more of the shares of Common Stock then outstanding solely as a result of the transactions relating to and contemplated by the Merger Agreement. ITEM 2. EXHIBITS 1. Amendment No. 1 to Rights Agreement dated as of September 30, 1997 between Marriott International, Inc. and the Bank of New York, as Rights Agent. SIGNATURE Under the requirements of Section 12 of the Securities Exchange of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned thereto duly authorized. MARRIOTT INTERNATIONAL, INC. Dated: October 15, 1997 By: /s/ Joseph Ryan ------------------------------------ Name: Joseph Ryan Title: Executive Vice President and General Counsel 2 EX-1 2 EXHIBIT 1 Amendment No. 1 to Rights Agreement ----------------------------------- This Amendment No. 1, dated as of September 30, 1997, amends the Rights Agreement dated as of October 8, 1993 (the "Rights Agreement") between Marriott International, Inc., a Delaware corporation (the "Company"), and The Bank of New York, a New York banking corporation (the "Rights Agent"). Terms not otherwise defined herein are used herein as defined in the Rights Agreement. W I T N E S S E T H ------------------- WHEREAS, on September 27, 1993 (the "Rights Dividend Declaration Date"), the Board of Directors of the Company authorized and declared a dividend distribution of one Right for each share of Common Stock of the Company outstanding at the close of business on October 8, 1993 (the "Record Date"), and authorized the issuance of one Right for each share of Common Stock of the Company issued between the Record Date (whether originally issued or delivered from the Company's treasury) and the Distribution Date, each Right initially representing the right to purchase one one-thousandth of a share of Series A Junior Participating Preferred Stock of the Company having the rights, powers and preferences set forth in the form of Certificate of Designation, Preferences and Rights attached as Exhibit A to the Rights Agreement, upon the terms and subject to the conditions set forth in the Rights Agreement (the "Rights"); and WHEREAS, pursuant to Sections 26 and 28 of the Rights Agreement, the Company now desires to amend certain provisions of the Rights Agreement in order to supplement certain provisions therein; NOW, THEREFORE, the Rights Agreement is hereby amended as follows: 1. Section 1(a) is amended by adding the following at the end thereof: "; and, provided, further, that no Person who or which, together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 20% or more of the shares of Common Stock then outstanding solely as a result of the transactions relating to and contemplated by the Agreement and Plan of Merger dated as of September 30, 1997 by and among the Company, Marriott-ICC Merger Corp., New Marriott MI, Inc., Sodexho Alliance, S.A. and International Catering Corporation shall be deemed an Acquiring Person for any purpose of this Agreement." 2. Section 11(a)(ii) is amended by adding the following at the end thereof: "Notwithstanding the foregoing, the provisions of this Section 11(a)(ii) shall not apply to any Person who or which, together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 20% or more of the shares of Common Stock then outstanding solely as a result of the transactions relating to and contemplated by the Agreement and Plan of Merger dated as of September 30, 1997 by and among the Company, Marriott-ICC Merger Corp., New Marriott MI, Inc., Sodexho Alliance, S.A. and International Catering Corporation." 3. Section 11(n) is amended by adding the following at the end thereof: "Notwithstanding the foregoing, the provisions of this Section 11(n) shall not apply to any of the transactions relating to and contemplated by the Agreement and Plan of Merger dated as of September 30, 1997 by and among the Company, Marriott-ICC Merger Corp., New Marriott MI, Inc., Sodexho Alliance, S.A. and International Catering Corporation." 4. Section 13(a) is amended by adding the following at the end thereof: "Notwithstanding the foregoing, the provisions of Section 13(a) shall not apply to any Person who or which, together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 20% or more of the shares of Common Stock then outstanding solely as a result of the transactions relating to and contemplated by the Agreement and Plan of Merger dated as of September 30, 1997 by and among the Company, Marriott-ICC Merger Corp., New Marriott MI, Inc., Sodexho Alliance, S.A. and International Catering Corporation." 5. Except as expressly herein set forth, the remaining provisions of the Rights Agreement shall remain in full force and effect. 2 IN WITNESS WHEREOF, this Amendment No. 1 has been signed to be effective as of this 30th day of September 1997 by authorized representatives of each of the Company and the Rights Agent. Marriott International, Inc. By: /s/ Raymond G. Murphy ------------------------------------------- Title: Sr. Vice-President Finance and Treasurer The Bank of New York By: /s/ Raymond Romanski -------------------------------------------- Title: Vice President 3 -----END PRIVACY-ENHANCED MESSAGE-----