-----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, GBkUaMXeGXMfX2FF4RyKjG/qsvuUw7Yl9TRsCc+Vj2tUqUZe0NnY/pwFogSDz+07 7hme2NV612EGkADGaM14uA== 0001047469-98-013689.txt : 19980406 0001047469-98-013689.hdr.sgml : 19980406 ACCESSION NUMBER: 0001047469-98-013689 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 13 CONFORMED PERIOD OF REPORT: 19980327 ITEM INFORMATION: ITEM INFORMATION: ITEM INFORMATION: ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980403 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SODEXHO MARIOTT SERVICES 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-K SEC ACT: SEC FILE NUMBER: 001-12188 FILM NUMBER: 98587058 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 FORMER COMPANY: FORMER CONFORMED NAME: MARRIOTT INTERNATIONAL INC DATE OF NAME CHANGE: 19930517 8-K 1 FORM 8K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 27, 1998 SODEXHO MARRIOTT SERVICES, INC. (Exact name of registrant as specified in its charter) Delaware (State of incorporation) 1-12188 52-0936594 (Commission File No.) (I.R.S. Employer Identification No.) 10400 Fernwood Road, Bethesda, Maryland 20817 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (301) 380-3100 MARRIOTT INTERNATIONAL, INC. (Former name or former address, if changed since last report) Item 1. Changes in Control of Registrant. On March 27, 1998, Marriott International, Inc. (referred to as the "Company" prior to the consummation of the transactions mentioned herein, and as Sodexho Marriott Services, Inc. ("SMS") after the consummation of such transactions) consummated a series of transactions that, among other things, resulted in: - - A spinoff ("Spinoff") to the Company's stockholders of all businesses of the Company other than its food service and facilities management business that was effected through the issuance of a special dividend of all of the outstanding shares of capital stock of a new company ("New Marriott") to which the Company had contributed its lodging, senior living and distribution services businesses and which will use the Marriott International, Inc. name; - - A merger ("Merger") pursuant to which the Company acquired the North American operations of Sodexho Alliance, S.A., a worldwide food and management services organization headquartered in France and listed on the Paris Bourse ("Sodexho Alliance"); - - A new Board of Directors to manage the business and affairs of SMS; - - An amended and restated certificate of incorporation and bylaws that changed the name of the Company to Sodexho Marriott Services, Inc. and made certain other revisions; - - A one-for-four reverse stock split ("Reverse Stock Split"); and - - A refinancing of outstanding debt. The Common Stock of SMS began trading on a "when issued" basis on the New York Stock Exchange ("NYSE") on March 23, 1998 and on a "regular way" basis on March 30, 1998, under the ticker symbol "SDH." The Company's stockholders approved all of the transactions and events listed above (other than the listing on the NYSE), as well as certain ancillary items, at a Special Meeting of Stockholders ("Special Meeting") commenced on March 17, 1998 and adjourned to March 20, 1998. (See Item 5 of this report for the voting results on the matters considered at the Special Meeting.) The Special Meeting was preceded by a definitive proxy statement dated February 12, 1998 (the "Proxy Statement") that explained in detail the various transactions and events scheduled for action by stockholders. The Proxy Statement is incorporated by reference into this report, as are news releases issued by the Company on February 24, March 10, 17, 20, 27, 27 and 30, 1998 that are attached hereto as exhibits. 2 The documents referred to in the preceding paragraph provide a complete explanation of the transactions and events mentioned above, and should be examined by persons desiring full information regarding them. With respect to possible changes in control that may have resulted from these transactions and events, the following information may be relevant: The Board of Directors. At the Special Meeting, the Company's stockholders ratified the election of a new eight-person Board of Directors of SMS, only one of whose members (William J. Shaw) had previously served on the Company's Board. Each of the new members will hold office until the 1998 annual meeting of SMS, at which time directors will be elected for a one-year term, expiring on the date of the next annual meeting of stockholders. The persons who now comprise the Board of Directors of SMS are named below, and their background is described on pages 94-96 of the Proxy Statement: William J. Shaw, Chairman Charles D. O'Dell Pierre Bellon Bernard Carton Edouard de Royere John W. Marriott III Doctor R. Crants Daniel J. Altobello Executive Officers. The persons who serve as executive officers of SMS and their positions are listed below. A description of their background appears on pages 97-98 of the Proxy Statement. Charles D. O'Dell, President and Chief Executive Officer Michel Landel, Executive Vice President Anthony F. Alibrio, President, Health Care Services Stephen J. Brady, Senior Vice President, Corporate Communications Robert Drury, Corporate Treasurer William W. Hamman, President, Higher Education Services Randall C. Harris, Senior Vice President and Chief Human Resources Officer Lawrence E. Hyatt, Senior Vice President and Chief Financial Officer Robert J. Jantzen, President, Corporate Services David R. Smail, Senior Vice President and Chief Information Officer Robert A. Stern, Senior Vice President and General Counsel Anthony J. Wilson, Senior Vice President, Marketing and Procurement 3 Principal Stockholders. Sodexho Alliance transferred to SMS in the Merger its North American operations having a value of approximately $275 million and made a cash payment of $304 million at the same time in exchange for 30,020,673 shares of SMS Common Stock (48.2% of the shares outstanding), after giving effect to the Reverse Stock Split. Pierre Bellon, Chairman and Chief Executive Officer of Sodexho Alliance, and a director of SMS, may be deemed to share beneficial ownership of the stock held by Sodexho Alliance. The Company's restated certificate of incorporation generally prohibits any person or group of related persons from owning 50% or more of the SMS Common Stock for three years after the Spin-Off and Merger. Other significant stockholders of SMS as of February 28, 1998 are J. W. Marriott, Jr., the beneficial owner of 3,352,427 shares of Common Stock (approximately 5.4% of the shares outstanding), and Richard E. Marriott, the beneficial owner of 3,237,088 shares of Common Stock (approximately 5.2% of the shares outstanding), after giving effect to the Reverse Stock Split. For more information on the beneficial ownership of the above persons and members of the Board of Directors of SMS, see page 127 of the Proxy Statement. Item 2. Acquisition or Disposition of Assets. On March 27, 1998, the Company consummated a significant disposition of assets in the Spinoff and a significant acquisition of assets in the Merger, as described briefly in Item 1. For full information regarding these transactions, including pro forma financial information, see the Proxy Statement. Item 4. Changes in Registrant's Certifying Accountant. In accordance with the terms of the agreement that resulted in the Merger, the Board of Directors of the Company appointed Price Waterhouse LLP ("Price Waterhouse"), a firm of independent public accountants, as independent auditors, effective March 27, 1998. Price Waterhouse replaced Arthur Andersen LLP ("Arthur Andersen"), which served as the Company's independent auditors for fiscal 1996 and 1997 and was dismissed, effective March 27, 1998. Arthur Andersen has been appointed to serve as New Marriott's independent auditors for fiscal 1998. The reports issued by Arthur Andersen on the Company's financial statements for fiscal 1996 and 1997 did not contain any adverse opinion or disclaimer of opinion, or any qualification or modification as to uncertainty, audit scope, or accounting principles. SMS is not aware of any disagreements with Arthur Andersen on any matter of accounting principles or practices, financial 4 statement disclosure or auditing scope of procedure, which, if not resolved to the satisfaction of Arthur Andersen, would have caused it to make reference to the subject matter of the disagreement in connection with its reports. The appointment of Price Waterhouse, which is discussed on page 159 of the Proxy Statement, was ratified by the Company's stockholders at the Special Meeting. SMS furnished Arthur Andersen with the disclosures contained in this Item 4 and received a letter from it dated April 1, 1998 addressed to the Securities and Exchange Commission indicating that it agrees with the disclosures concerning it made in this Item. Item 5. Other Events. (a) Submission of Matters to a Vote of Security Holders On March 17, 1998, the Company commenced the Special Meeting and adjourned it to March 20, 1998. According to the report of the Inspectors of Elections dated March 20, 1998 (a copy of which is filed as an exhibit), holders of 104,259,918 common shares out of 125,415,165 common shares outstanding as of the close of business on January 28, 1998 were present, either in person or by proxy. At the adjourned Special Meeting, the following proposals, which are more fully described in the Proxy Statement, were voted upon by the stockholders as indicated below. All such proposals received a sufficient number of votes for passage. Prior to the meeting, however, the Company indicated in a press release dated March 17, 1998 (a copy of which is filed as an exhibit) that, notwithstanding the vote at the Special Meeting, New Marriott will include in its proxy statement for its May 1998 annual meeting a separate and independent ballot proposal on whether its dual classes of common stock (i.e., common stock having one vote per share and Class A common stock having ten votes per share) should be retained.
FOR AGAINST ABSTAIN Proposal One Approval of (a) the Spinoff, (b) the acquisition of Sodexho North America, (c) the amendment of the Company's certificate of incorporation and bylaws, and (d) the amendment of New Marriott's certificate of incorporation and bylaws 89,235,072 14,637,884 386,962
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FOR AGAINST ABSTAIN Proposal Two - ------------ Ratification of Pierre Bellon, Bernard Carton, Edouard de Royere, William J. Shaw, Charles D. O'Dell, John W. Marriott III, Doctor R. Crants, and Daniel J. Altobello as directors of SMS 102,302,028 1,272,720 685,090 Proposal Three - -------------- Ratification of Gilbert M. Grosvenor, Richard E. Marriott, Harry J. Pearce, J.W. Marriott, Jr., W. Mitt Romney, William J. Shaw, Dr. Henry Cheng Kar-Shun, Floretta Dukes McKenzie, Roger W. Sant, and Lawrence M. Small as directors of New Marriott 102,516,689 1,111,057 632,092 Proposal Four - ------------- Ratification of the New Marriott 1998 Comprehensive Stock and Cash Incentive Plan and the reservation of shares pursuant to such plan 67,802,066 35,712,300 745,472 Proposal Five - ------------- Ratification of the appointment of Price Waterhouse LLP as independent auditors of SMS effective upon consummation of the transactions 103,064,853 635,131 559,854 Proposal Six - ------------ Ratification of the appointment of Arthur Andersen LLP as independent auditors of New Marriott 103,038,558 688,485 532,795
(b) Refinancing of Debt Upon consummation of the transactions described in Item 1 above on March 27, 1998, SMS retained indebtedness of approximately $1.444 billion. As part of a program to repay a portion of this debt immediately and refinance the remainder, (i) the Company and its indirect subsidiary, RHG Finance Corporation ("RHG Finance"), tendered for a total of $720 million principal amount of their respective outstanding publicly held debt, (ii) SMS refinanced the Company's commercial 6 paper and indebtedness outstanding under the Company's revolving credit bank facility (the "Former Bank Facility"), and (iii) SMS paid a portion of the outstanding debt to reduce its overall indebtedness to approximately $1.3 billion. Tender Offers. The tender offers were completed on March 27, 1998. The amount tendered and accepted was approximately $710 million, or approximately 99 percent of the total outstanding debt for which tenders were made. (For detailed information about the tender offers, see the Company's News Releases dated February 24 and March 27, 1998, which are incorporated by reference into this report and attached hereto as exhibits.) In connection with the tender offers, the Company also engaged in successful consent solicitations for the purpose of eliminating or modifying most of the restrictive covenants contained in the indentures governing the debt for which the tenders were made. Among other things, these revisions enabled SMS to assume the obligations (approximately $6.5 million in amount) remaining after the completion of the tenders and the assumption of $3.5 million in debt by New Marriott following a payment of $3.5 million by SMS to it. Refinancing of Debt Outstanding Under Former Bank Facility. To refinance the commercial paper and indebtedness outstanding under the Former Bank Facility, SMS entered into arrangements on March 27, 1998 for two credit facilities for an aggregate of $1.355 billion to be provided by a syndicate of banks. The first facility is a $735 million senior secured credit facility, and the second is a $620 million senior unsecured guaranteed credit facility. For detailed information about these two credit facilities, see pages 121-23 of the Proxy Statement. (c) Adjustment in Number of Rights Under Shareholder Rights Plan As of March 27, 1998, the Company's Rights Agreement dated October 8, 1993 (the "Shareholder Rights Plan") was amended to reflect the Reverse Stock Split and the number of rights was proportionately adjusted. This adjustment was made pursuant to Section 11(p) of the Shareholder Rights Plan so that the number of rights associated with each share of Common Stock following the Reverse Stock Split will equal the number of rights per share prior to its occurrence. Pursuant to Section 12 of the Shareholder Rights Plan, the Company (i) intends to file shortly with the Rights Agent and with the transfer agent for the Common Stock a certificate setting forth the adjustment and a brief statement of the facts accounting for the adjustment, and (ii) intends to mail a brief summary of the information contained in the certificate to each holder of a Rights Certificate (i.e., each stockholder). 7 Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (a) Financial Statements of Business Acquired See pages F-22 through F-39 of the Proxy Statement for the financial statements of Sodexho North America, the business described in Item 2 that was acquired by the Company in the Merger. (b) Pro Forma Financial Information See pages 69-77 of the Proxy Statement for pro forma financial information required to be included with respect to the acquisition of the business of Sodexho North America described in Item 2. (c) Exhibits
Exhibit No. Description of Exhibit 3(a) Amended and Restated Certificate of Incorporation 3(b) Amended and Restated Bylaws **4(a) Supplemental Indenture for Series A Senior Notes, as amended **4(b) Supplemental Indenture for Series B Senior Notes, as amended **4(c) Supplemental Indenture for Series C Senior Notes, as amended **4(d) Supplemental Indenture for Series D Senior Notes, as amended **10(a) Senior Secured Credit Facility Agreement **10(b) Unsecured Guaranteed Credit Facility Agreement *20 Definitive Proxy Statement dated February 12, 1998 for Special Meeting of Stockholders Scheduled for March 17, 1998 21 Subsidiaries of the Registrant 22 Report of Inspectors of Election for Special Meeting of Stockholders held on March 20, 1998 99(a) News Release dated February 24, 1998 99(b) News Release dated March 10, 1998 99(c) News Release dated March 17, 1998 99(d) News Release dated March 20, 1998
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Exhibit No. Description of Exhibit 99(e) News Release dated March 27, 1998 99(f) News Release dated March 27, 1998 99(g) News Release dated March 30, 1998 99(h) Letter from Arthur Andersen dated April 1, 1998.
* Previously filed and incorporated by reference ** To be filed by amendment SIGNATURES Pursuant to 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 hereunto duly authorized. SODEXHO MARRIOTT SERVICES, INC. Date April 3, 1998 By: /s/ Robert A. Stern ----------------------- ------------------------------ Robert A. Stern Senior Vice President and General Counsel 9 EX-3.(A) 2 EXHIBIT 3(A) Exhibit No. 3(a) AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MARRIOTT INTERNATIONAL, INC. Marriott International, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), hereby certifies as follows: 1. The present name of the Corporation is "Marriott International, Inc." The name under which the Corporation was originally incorporated is "Marriott Hotel Productions, Inc." The original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on July 2, 1971. 2. This Amended and Restated Certificate of Incorpation has been duly adopted and proposed to the stockholders of the Corporation by the Board of Directors of the Corporation, and has been approved and adopted by the stockholders of the Corporation, in accordance with Sections 242 and 245 of the General Corpation Law of the State of Delaware. 3. Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware, this Amended and Restated Certificate of Incorporation restates and integrates and further amends the provisions of the Certificate of Incorporation of the Corporation. 4. The text of the Certificate of Incorporation as heretofore amended is hereby restated and further amended to read in its entirety as hereinafter set forth: ARTICLE 1 NAME The name of the Corporation is Sodexho Marriott Services, Inc. ARTICLE 2 REGISTERED OFFICE The address of the Corporation's registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street in the City of Wilmington, County of New Castle, Delaware 19801. The name of the Corporation's registered agent at such address is The Corporation Trust Company. ARTICLE 3 Purpose The purpose of the Corporation shall be to engage in any lawful act or activity for which corporations may be organized and incorporated under the General Corporation Law of the State of Delaware. ARTICLE 4 Capitalization The total number of shares of stock which the Corporation shall have authority to issue is 301,000,000, consisting of 1,000,000 shares of Preferred Stock, without par value (hereinafter referred to as "Preferred Stock"), and 300,000,000 shares of Common Stock, par value $1.00 per share (hereinafter referred to as "Common Stock"). Of the Preferred Stock shares, 300,000 shall be designated as Series A Junior Participating Preferred Stock, without par value, having the designations, powers, preferences and rights, and subject to the qualifications, limitations and restrictions, set forth in Appendix A hereto. Effective as of the date of filing of this Certificate of Incorporation (the "Effective Time"), each four issued and outstanding shares of Common Stock shall be combined into one share of validly issued, fully paid and nonassessable Common Stock. The number of authorized shares, the number of shares of treasury stock and the par value of the Common Stock shall not be affected by the foregoing combination of shares. Each stock certificate that prior to the Effective Time represented shares of Common Stock shall, following the Effective Time, represent the number of shares of Common Stock into which the shares of Common Stock represented by such certificate shall be combined. The Corporation shall not issue fractional shares or scrip as a result of the combination of shares, but shall arrange for the disposition of fractional shares on behalf of those record holders of Common Stock at the Effective Time who would otherwise be entitled to fractional shares as a result of the combination of shares. The Preferred Stock may be issued from time to time in one or more series. The Board of Directors is hereby authorized to provide for the issuance of shares of Preferred Stock in series and, by filing a certificate pursuant to the applicable law of the State of Delaware (hereinafter referred to as a "Preferred Stock Designation"), to establish from time to time the number of shares to be included in each such series, and to fix the designations, powers, preferences and rights of the shares of each such series and the qualifications, limitations and restrictions thereof. The authority of the Board of Directors with respect to each series shall include, but not be limited to, determination of the following: (1) The designation of the series, which may be by distinguishing number, letter or title. (2) The number of shares of the series, which number the Board of Directors may thereafter (except where otherwise provided in the 2 Preferred Stock Designation) increase or decrease (but not below the number of shares thereof then outstanding). (3) The amounts payable on, and the preferences, if any, of shares of the series in respect of dividends, and whether such dividends, if any, shall be cumulative or noncumulative. (4) Dates at which dividends, if any, shall be payable. (5) The redemption rights and price or prices, if any, for shares of series. (6) The terms and amount of any sinking fund provided for the purchase or redemption of shares of the series. (7) The amounts payable on, and the preferences, if any, of shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation. (8) Whether the shares of the series shall be convertible into or exchangeable for shares of any other class or series, or any other security, of the Corporation or any other corporation, and, if so, the specification of such other class or series of such other security, the conversion or exchange price or prices or rate or rates, any adjustments thereof, the date or dates at which such shares shall be convertible or exchangeable and all other terms and conditions upon which such conversion of exchange may be made. (9) Restrictions on the issuance of shares of the same series or of any other class or series. (10) The voting rights, if any, of the holders of shares of the series. The Common Stock shall be subject to the express terms of the Preferred Stock and any series thereof. Except as may be provided in this Certificate of Incorporation or in a Preferred Stock Designation or by applicable law, the holders of shares of Common Stock shall be entitled to one vote for each such share upon all questions presented to the stockholders, the Common Stock shall have the exclusive right to vote for the election of directors and for all other purposes, and holders of Preferred Stock shall not be entitled to receive notice of any meeting of stockholders at which they are not entitled to vote. The holders of shares of Common Stock shall at all times, except as otherwise provided in this Certificate of Incorporation as required by law, vote as one class, together with the holders of any other class or series of stock of the Corporation accorded such general voting rights. The Corporation shall be entitled to treat the person in whose name any share of its stock is registered as the owner thereof for all purposes and shall not be bound to recognize any equitable or other claim to, or interest in, such share 3 on the part of any person, whether or not the Corporation shall have notice thereof, except as expressly provided by applicable law. ARTICLE 5 BY-LAWS In furtherance of, and not in limitation of, the powers conferred by law, the Board of Directors is expressly authorized and empowered: (1) to adopt, amend or repeal the Bylaws of the Corporation; provided, that the Bylaws adopted by the Board of Directors under the powers hereby conferred may be amended or repealed by the Board of Directors or by the stockholders having voting power with respect thereto; and (2) from time to time to determine whether and to what extent, and at what times and places, and under what conditions and regulations, the accounts and books of the Corporation, or any of them, shall be open to inspection of stockholders; and, except as so determined or as expressly provided in this Certificate of Incorporation or in any Preferred Stock Designation, no stockholder shall have any right to inspect any account, book or document of the Corporation other than such rights as may be conferred by applicable law. The Corporation may in its Bylaws confer powers upon the Board of Directors in addition to the foregoing and in addition to the powers and authorities expressly conferred upon the Board of Directors by applicable law. ARTICLE 6 BOARD OF DIRECTORS Subject to the rights of the holders of any series of Preferred Stock, or any other series or class of stock as set forth in this Certificate of Incorporation, to elect additional directors under specified circumstances, the number of directors of the Corporation shall be fixed in such manner as prescribed by the Bylaws of the Corporation and may be increased or decreased from time to time in such manner as prescribed by the Bylaws. Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballot. 4 ARTICLE 7 RESTRICTIONS ON TRANSFER (1) Restrictions on Transfer. (a) Except as provided in Section 6 of this Article 7, during the Restricted Period no Transfer of any Equity Securities shall be made by any Person if such Transfer would result in any Person or Persons acting pursuant to a plan (or a series of related transactions) having a Fifty Percent or Greater Interest. Except as provided in Section 6 of this Article 7, any attempted or purported Transfer of shares of Equity Securities during the Restricted Period that, if effective, would result in any Person or Persons acting pursuant to a plan (or a series of related transactions) having a Fifty Percent or Greater Interest shall be void ab initio, and the intended transferee shall acquire no rights or interest in such shares of Equity Securities. (b) Except as otherwise provided in this Certificate of Incorporation, the Equity Securities shall be freely transferable. (2) Remedies for Breach. If the Board of Directors of the Corporation shall determine in good faith that a Person has attempted to acquire, may acquire or intends to acquire Beneficial Ownership of any shares of Equity Securities or any interest therein in a Transfer that is or would be void pursuant to Section 1(a) of this Article 7, the Board of Directors shall be empowered to take any action it deems advisable to refuse to give effect to or to prevent such purported Transfer, including, but not limited to, refusing to give effect to such attempted or purported Transfer on the books of the Corporation, demanding the repayment of any distributions received in respect to shares of Equity Securities acquired in violation of Section 1(a) of this Article 7 or instituting proceedings to enjoin or rescind such attempted or purported Transfer. (3) Notice of Restricted Transfer. Any Person who acquires or attempts to acquire Equity Securities in a Transfer which may result in a violation of Section 1(a) of this Article 7 shall immediately give written notice thereof to the Corporation and shall provide to the Corporation such other information as the Corporation may request in order to determine the effect, if any, of such purported Transfer or attempted Transfer on the Tax Free Status of the Distribution. Failure to give such notice shall not otherwise limit the rights and remedies of the Board of Directors provided herein in any way. (4) Remedies Not Limited. Nothing contained in this Article 7 shall limit the authority of the Board of Directors to take such other action as it deems necessary or advisable to protect the Tax Free Status of the Distribution. (5) Ambiguity. In the case of any ambiguity in the application of any of the provisions of this Article 7, including any definition contained in Section 10 of this Article 7, the Board of Directors shall have the power to determine the application of the provisions of this Article 7 with respect to any situation based upon its reasonable belief, understanding or knowledge of the circumstances. (6) Exceptions. Notwithstanding any other provision of this Article 7, the restrictions contained in Section 1(a) of this Article 7 shall not apply to any 5 Transfer of any Equity Securities if there is provided to the Board of Directors a ruling from the Internal Revenue Service satisfactory to the Board of Directors in its reasonable discretion, or an opinion of counsel satisfactory to each of the Board of Directors and New Marriott in its reasonable discretion, to the effect that such Transfer will not adversely affect the Tax Free Status of the Distribution. In determining the effect, if any, of a proposed Transfer on the Tax Free Status of the Distribution, the Board of Directors may require such representations and undertakings from such Persons and may impose such other conditions on the effectiveness of the Transfer as the Board deems necessary in its reasonable discretion. (7) Severability. If any provision of this Article 7 or any application of any such provision is determined in a final and nonappealable judgment of a court of competent jurisdiction to be void, invalid or unenforceable, the validity of the remaining provisions shall not be affected and other applications of the provision so determined to be void, invalid or unenforceable shall be affected only to the extent necessary to comply with the determination of such court. (8) New York Stock Exchange Transactions. Nothing in this Article 7- shall preclude the settlement of any transaction entered into through the facilities of the New York Stock Exchange, Inc. (9) Amendment. During the Restricted Period, the provisions set forth in this Article 7 may not be amended, altered, changed or repealed in any respect, and no other provision may be adopted, amended, altered, changed or repealed which would have the effect or modifying or permitting the circumvention of the provisions set forth in this Article 7, unless such action is (i) proposed to the stockholders of the Corporation with the approval of not less than two-thirds (66 2/3%) of the total number of directors of the Corporation and (ii) approved by the affirmative vote of the holders of not less than two-thirds (66 2/3%) of the total voting power of all outstanding securities of the Corporation then entitled to vote generally in the election of directors, voting together as a single class. (10) Definitions. For purposes of this Article 7, the following terms shall have the following meanings: "Beneficial Ownership" means, with respect to any Person, ownership of Equity Securities equal to the sum (without duplication) of (i) the amount of Equity Securities directly owned by such Person, (ii) the amount of Equity Securities held by all Persons related to such Person (within the meaning of Sections 267(b) or 707(b)(1) of the Code) and (iii) the amount of Equity Securities which are attributable to such Person taking into account constructive ownership rules of Section 318(a)(2) of the Code, as modified by Section 355(e)(4)(c)(ii) of the Code. The terms "Beneficial Owner", "Beneficially Own", "Beneficially Owns" and "Beneficially Owned" shall have correlative meanings. "Code" means the Internal Revenue Code of 1986, as amended. "Distribution" means the distribution of 100% of the capital stock of New Marriott by the Corporation to the Corporation's stockholders pursuant to the 6 Distribution Agreement dated as of September 30, 1997, as amended, between the Corporation and New Marriott. "Equity Securities" means any stock of the Corporation or other equity securities treated as stock for tax purposes, or options, warrants, rights, convertible debt, or any other instrument or security that affords any Person the right, whether conditional or otherwise, to acquire stock of the Corporation. "Fifty Percent or Greater Interest" means Beneficial Ownership of 50% or more (by value or by voting power) of the Equity Securities of the Corporation. "Governmental Entity" means any court, agency, authority, board, bureau, commission, department, regulatory or administrative body, office or instrumentality of any nature whatsoever of any governmental or quasi-governmental unit (including the New York Stock Exchange or any other national stock exchange), whether federal, state, parish, county, district, municipality, city, political subdivision or otherwise, domestic or foreign, or an other entity exercising executive, legislative, judicial regulatory or administrative functions of or pertaining to government, whether now or hereafter in effect. "Person" means an individual, corporation, limited liability company, partnership, estate, trust, association, private foundation within the meaning of Section 509(a) of the Code, joint stock company or other entity or organization, including any Governmental Entity or authority. "New Marriott" means New Marriott MI, Inc. (to be renamed Marriott International, Inc. upon the consummation of the Distribution). "Restricted Period" means the period ending on March 27, 2001. "Tax Free Status" shall mean the qualification of the Distribution (i) as a transaction described in Section 368(a)(1)(D) and Section 355(a)(1) of the Code, (ii) as a transaction in which the stock distributed thereby is qualified property for purposes of Section 355(c)(2) of the Code, and (iii) as a transaction in which the Corporation recognizes no income or gain other than intercompany items or excess loss accounts taken into account pursuant to the Treasury Regulations promulgated pursuant to Section 1502 of the Code. "Transfer" means any sale, transfer, gift, assignment, devise or other disposition of a share of Equity Securities, or any interest therein (including the granting of any option (including, but not limited to, an option to acquire an option or any series of such options)), whether voluntary or involuntary, whether of record or of Beneficial Ownership, and whether by operation of law or otherwise (including, but not limited to, any transfer of an interest in other entities which results in a change in the Beneficial Ownership of shares of Equity Securities). The terms "Transfers" and "Transferred" shall have correlative meanings. 7 ARTICLE 8 INDEMNIFICATION Each person who was or is a party or is threatened to be made a party to, or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a "Proceeding"), by reason of the fact that he or she or a person of whom he or she is the legal representative, is or was a director or officer of the Corporation, shall be indemnified and held harmless by the Corporation to the fullest extent permitted from time to time by the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended (but, if permitted by applicable law, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment) or any other applicable laws as presently or hereafter in effect. The Corporation may, by action of the Board of Directors, provide indemnification to employees and agents (other than a director or officer) of the Corporation, to directors, officers, employees or agents of any subsidiary of the Corporation, and to each person serving at the request of the Corporation or any of its subsidiaries as a director, officer, partner, member, employee or agent of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, with the same scope and effect as the foregoing indemnification of directors and officers of the Corporation. The Corporation shall be required to indemnify any person seeking indemnification in connection with a Proceeding (or part thereof) initiated by such person only if such Proceeding (or part thereof) was authorized by the Board of Directors or is a Proceeding to enforce such person's claim to indemnification pursuant to the rights granted by this Certificate of Incorporation or otherwise by the Corporation. Without limiting the generality or the effect of the foregoing, the Corporation may enter into one or more agreements with any person which provide for indemnification greater or different than that provided in this Article 8. Any amendment or repeal of this Article 8 shall not adversely affect any right or protection existing hereunder in respect of any act or omission occurring prior to such amendment or repeal. ARTICLE 9 DIRECTORS' LIABILITY A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit. Any amendment or repeal of this Article 9 shall not adversely affect any right or protection of a director of the Corporation existing hereunder in respect of any act or omission occurring prior to such amendment or repeal. 8 If the General Corporation Law of the State of Delaware shall be amended to authorize corporate action further eliminating or limiting the liability of directors, then a director of the Corporation, in addition to the circumstances in which such director is not liable immediately prior to such amendment, shall be free of liability to the fullest extent permitted by the General Corporation Law of the State of Delaware, as so amended. ARTICLE 10 AMENDMENTS Except as may be expressly provided in this Certificate of Incorporation, the Corporation reserves the right at any time and from time to time to amend, alter, change or repeal any provision contained in this Certificate of Incorporation or a Preferred Stock Designation, and any other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed herein or by applicable law, and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the right reserved in this Article 10; provided that (i) any amendment or repeal of Article 8 or Article 9 of this Certificate of Incorporation shall not adversely affect any right or protection existing thereunder in respect of any act or omission occurring prior to such amendment or repeal; and (ii) no Preferred Stock Designation shall be amended after the issuance of any shares of the series of Preferred Stock created thereby, except in accordance with the terms of such Preferred Stock Designation and the requirements of applicable law. 9 IN WITNESS WHEREOF, Marriott International, Inc. has caused this Amended and Restated Certificate of Incorporation to be signed by its_________________ and attested to by its Secretary as of March 27, 1998. MARRIOTT INTERNATIONAL, INC. By: ----------------------------- Name: Title: ATTEST: ------------------------------ Name: W. David Mann Title: Secretary 10 Appendix A [insert Certificate of Designations for Series A Junior Participating Preferred Stock] [file: 18770/004/CORP.DOC/app.a] Appendix A CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF SERIES A JUNIOR PARTICIPATING PREFERRED STOCK Section 1. Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" and the number of shares constituting such series shall be 300,000. Section 2. Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A Junior Participating Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $10 or (b) subject to the provision for adjustment hereinafter set forth, 1000 times the aggregate per share amount of all cash dividends, and 1000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of common stock, par value $1 per share, of the Corporation (the "Common Stock") or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred Stock. In the event the Corporation shall at any time after September 27, 1993 (the "Rights Declaration Date") (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (B) Dividends shall begin to accrue and be cumulative on outstanding shares of Series A Junior Participating Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares of Series A Junior Participating Preferred Stock, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series A Junior Participating Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series A Junior Participating Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of shares of Series A Junior Participating Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 days prior to the date fixed for the payment thereof. SECTION 3. Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Subject to the provision for adjustment hereinafter set forth, each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to 1000 votes on all matters submitted to a vote of the stockholders of the Corporation. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock in a smaller number of shares, then in each such case the number of votes per share to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (B) Except as otherwise provided herein or by law, the holders of shares of Series A Junior Participating Preferred Stock and the holders of shares of Common Stock shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation. (C) (i) If at any time dividends on any Series A Junior Participating Preferred Stock shall be in arrears in an amount equal to six (6) quarterly dividends thereon, the occurrence of such contingency shall mark the beginning of a period (herein called a "default period") which shall extend until such time when all accrued and unpaid dividends for all previous quarterly dividend periods and for the current quarterly dividend period on all shares of Series A Junior Participating Preferred Stock then outstanding shall have been declared and paid or set apart for payment. During each default period, all holders of Preferred Stock (including 2 holders of the Series A Junior Participating Preferred Stock) with dividends in arrears in an amount equal to six (6) quarterly dividends thereon, voting as a class, irrespective of series, shall have the right to elect two (2) Directors. (ii) During any default period, such voting rights of the holders of Series A Junior Participating Preferred Stock may be exercised initially at a special meeting called pursuant to subparagraph (iii) of this Section 3(C) or at any annual meeting of stockholders, and thereafter at annual meetings of stockholders, provided that neither such voting right nor the right of the holders of any other series of Preferred Stock, if any, to increase, in certain cases, the authorized number of Directors shall be exercised unless the holders of one-third in number of shares of Preferred Stock outstanding shall be present in person or by proxy. The absence of a quorum of the holders of Common Stock shall not affect the exercise by the holders of Preferred Stock of such voting right. At any meeting at which the holders of Preferred Stock shall exercise such voting right initially during an existing default period, they shall have the right, voting as a class, to elect Directors to fill such vacancies, if any, in the Board of Directors as may then exist up to two (2) Directors or, if such right is exercised at an annual meeting, to elect two (2) Directors. If the number which may be so elected at any special meeting does not amount to the required number, the holders of the Preferred Stock shall have the right to make such increase in the number of Directors as shall be necessary to permit the election by them of the required number. After the holders of the Preferred Stock shall have exercised their right to elect Directors in any default period and during the continuance of such period, the number of Directors shall not be increased or decreased except by vote of the holders of Preferred Stock as herein provided or pursuant to the rights of any equity securities ranking senior to or pari passu with the Series A Junior Participating Preferred Stock. (iii) Unless the holders of Preferred Stock shall, during an existing default period, have previously exercised their right to elect Directors, the Board of Directors may order, or any stockholder or stockholders owning in the aggregate not less than ten percent (10%) of the total number of shares of Preferred Stock outstanding, irrespective of series, may request, the calling of special meeting of the holders of Preferred Stock, which meeting shall thereupon be called by the President, a Vice President or the Secretary of the Corporation. Notice of such meeting and of any annual meeting at which holders of Preferred Stock are entitled to vote pursuant to this paragraph (c)(iii) shall be given to each holder of record of Preferred Stock by mailing a copy of such notice to him at his last address as the same appears on the books of the Corporation. Such meeting shall be called for a time not earlier than 20 days and not later than 60 days after such order or request or in default of the calling of such meeting within 60 days after such order or request, such meeting may be called on similar notice by any stockholder or stockholders owning in the aggregate not less than ten percent (10%) of the total number of shares of Preferred Stock outstanding. 3 Notwithstanding the provisions of this paragraph (C)(iii), no such special meeting shall be called during the period within 60 days immediately preceding the date fixed for the next annual meeting of the stockholders. (iv) In any default period, the holders of Common Stock, and other classes of stock of the Corporation if applicable, shall continue to be entitled to elect the whole number of Directors until the holders of Preferred Stock shall have exercised their right to elect two (2) Directors voting as a class, after the exercise of which right (x) the directors so elected by the holders of Preferred Stock shall continue in office until the successors shall have been elected by such holders or until the expiration of the default period, and (y) any vacancy in the Board of Directors may (except as provided in paragraph (C)(ii) of this Section 3) be filled by vote of a majority of the remaining Directors theretofore elected by the holders of the class of stock which elected the Director whose office shall have become vacant. References in this paragraph (C) to Directors elected by the holders of a particular class of stock shall include Directors elected by such Directors to fill vacancies as provided in clause (y) of the foregoing sentence. (v) Immediately upon the expiration of a default period, (x) the right of the holders of Preferred Stock as a class to elect Directors shall cease, (y) the term of any Directors elected by the holders of Preferred Stock as a class shall terminate, and (z) the number of Directors shall be such number as may be provided for in the certificate of incorporation or by-laws irrespective of any increase made pursuant to the provisions of paragraph (C)(ii) of this Section 3 (such number being subject, however, to change thereafter in any manner provided by law or in the certificate of incorporation or by-laws). Any vacancies in the Board of Directors effected by the provisions of clauses (y) and (z) in the preceding sentence may be filled by a majority of the remaining Directors. (d) Except as set forth herein, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. SECTION 4. Certain Restrictions (A) Whenever quarterly dividends or other dividends or distributions payable on the Series A Junior Participating Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Junior Participating Preferred Stock outstanding shall have been paid in full, the Corporation shall not (i) declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock; 4 (ii) declare or pay dividends on or make any other distributions on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Junior Participating Preferred Stock, except dividends paid ratably on the Series A Junior Participating Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem or purchase or otherwise acquire for consideration shares of any stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Junior Participating Preferred Stock, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series A Junior Participating Preferred Stock; (iv) purchase or otherwise acquire for consideration any shares of Series A Junior Participating Preferred Stock, or any share of stock ranking on a parity with the Series A Junior Participating Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (b) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the corporation unless the Corporation could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner. SECTION 5. Reacquired Shares. Any shares of Series A Junior Participating Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock to be created by resolution or resolutions of the Board of Directors, subject to the conditions and restrictions on issuance set forth herein. SECTION 6. Liquidation, Dissolution or Winding up. (A) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock 5 shall have received $1000 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "Series A Liquidation Preference"). Following the payment of the full amount of Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) 1000 (as appropriately adjusted as set forth in subparagraph C below to reflect such events as stock splits, stock dividends and recapitalizations with respect to the Common Stock) (such number in clause (ii) immediately above being referred to as the "Adjustment Number"). Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to one (1) with respect to such Preferred Stock and Common Stock, on a per share basis, respectively. (B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, which rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock. (C) In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the Adjustment Number in effect immediately prior to such event shall be adjusted by multiplying such Adjustment Number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding prior to such event. SECTION 7. Consolidation, Merger, Etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchange for or changed into other stock or securities, cash and/or any other property, then in any such case the shares of Series A Junior Participating Preferred Stock shall at the same time be similarly exchanged or changed in an amount per share (subject to the provision for adjustment hereinafter set forth) equal to 1000 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged. In the event the Corporation shall at any time after the Rights 6 Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. SECTION 8. No Redemption. The shares of Series A Junior Participating Preferred Stock shall not be redeemable. SECTION 9. Ranking. The Series A Junior Participating Preferred Stock shall rank junior to all other series of the Corporation's Preferred Stock as to the payment of dividends and the distribution of assets, unless the terms of any such series shall provide otherwise. SECTION 10. Amendment. The Certificate of Incorporation of the Corporation shall not be further amended in any manner which would materially alter or change the powers, preferences or special rights of the Series A Junior Participating Preferred Stock so as to affect them adversely without the affirmative vote of the holders of a majority or more of the outstanding shares of Series A Junior Participating Preferred Stock, voting separately as a class. SECTION 11. Fractional Shares. Series A Junior Participating Preferred Stock may be issued in fractions of a share but no such fraction shall be less than one one-thousandth of a share which shall entitle the holder, in proportion to such holders fractional shares, to exercise voting rights, receive dividends, participate in distributions and to have the benefit of all other rights of holders of Series A Junior Participating Preferred Stock. 7 EX-3.(B) 3 EXHIBIT 3(B) Exhibit No. 3(b) AMENDED AND RESTATED BYLAWS OF SODEXHO MARRIOTT SERVICES, INC. ***** ARTICLE 1 Offices Section 1.01. Registered Office. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 1.02. Other Offices. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require. Section 1.03. Books and Records. The books and records of the Corporation may be kept within or without of the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require. ARTICLE 2 Meetings of Stockholders Section 2.01. Time and Place of Meetings. All meetings of stockholders shall be held at such place, either within or without the State of Delaware, on such date and at such time as may be determined from time to time by the Board of Directors (or the Chairman in the absence of a designation by the Board of Directors). Section 2.02. Annual Meetings. Annual meetings of stockholders shall be held to elect the Board of Directors and transact such other business as may properly be brought before the meeting. Section 2.03. Special Meetings. Special meetings of stockholders may be called by the Board of Directors or the Chairman of the Board and shall be called by the Secretary at the request in writing of holders of record of a majority of the outstanding capital stock of the Corporation entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Section 2.04. Notice of Meetings and Adjourned Meetings; Waivers of Notice. (a) Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended ("Delaware Law"), such notice shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder of record entitled to vote at such meeting. Unless these bylaws otherwise require, when a meeting is adjourned to another time or place (whether or not a quorum is present), notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, or after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. (b) A written waiver of any such notice signed by the person entitled thereto, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. SECTION 2.05. Quorum. Unless otherwise provided under the certificate of incorporation or these bylaws and subject to Delaware Law, the presence, in person or by proxy, of the holders of a majority of the outstanding capital stock of the Corporation entitled to vote at a meeting of stockholders shall constitute a quorum for the transaction of business. SECTION 2.06. Voting. (a) Unless otherwise provided in the certificate of incorporation and subject to Delaware Law, each stockholder shall be entitled to one vote for each outstanding share of capital stock of the Corporation held by such stockholder. Unless otherwise provided in Delaware Law, the certificate of incorporation or these bylaws, the affirmative vote of a majority of the shares of capital stock of the Corporation present, in person or by proxy, at a meeting of stockholders and entitled to vote on the subject matter shall be the act of the stockholders. (b) Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to a corporate action in writing without a meeting may authorize another person or persons to act for him by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. SECTION 2.07. Action by Consent. (a) Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting of stockholders, may be taken without a meeting, without prior 2 notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding capital stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. (b) Every written consent shall bear the date of signature of each stockholder who signs the consent, and no written consent shall be effective to take the corporate action referred to therein unless, within 60 days of the earliest dated consent delivered in the manner required by this section and Delaware Law to the Corporation, written consents signed by a sufficient number of holders to take action are delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. Section 2.08. Organization. At each meeting of stockholders, the Chairman of the Board, if one shall have been elected, (or in his absence or if one shall not have been elected, the President) shall act as chairman of the meeting. The Secretary (or in his absence or inability to act, the person whom the chairman of the meeting shall appoint secretary of the meeting) shall act as secretary of the meeting and keep the minutes thereof. Section 2.09. Order of Business. The order of business at all meetings of stockholders shall be as determined by the chairman of the meeting. Section 2.10. Notice of Business. At any meeting of stockholders, only such business shall be conducted as shall have been brought before the meeting (a) by or at the direction of the Board of Directors or (b) by any stockholder of the Corporation who is a stockholder of record at the time of giving of the notice provided for in this Section 2.10, who shall be entitled to vote at such meeting and who complies with the notice procedures set forth in this Section 2.10. For business to be properly brought before a stockholder meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the secretary of the Corporation. To be timely, a stockholder's notice must be delivered to or mailed and received at the principal executive offices of the Corporation not less than 90 days nor more than 120 days prior to the meeting; provided, however, that in the event that less than 100 days' notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be received no later than the close of business on the 10th day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made. Each such notice shall set forth: (a) the name 3 and address of the stockholder proposing such business; (b) a brief description of the business desired to be brought before the meeting, including the text of any proposal to be introduced, the reasons for conducting such business at the meeting and any material interest of the stockholder in such business; (c) the class and number of shares of stock held of record, owned beneficially and represented by proxy by such stockholder as of the record date for the meeting (if such date shall then have been made publicly available) and as of the date of such notice; and (d) a representation that the stockholder intends to appear in person or by proxy at the meeting to introduce the business specified in the notice. Notwithstanding anything in the bylaws to the contrary, no business shall be conducted at a stockholder meeting except in accordance with the procedures set forth in this Section 2.10. The chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting and in accordance with the provisions of the bylaws, and if he should so determine, he shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted. Notwithstanding the foregoing, a stockholder shall also comply with all applicable requirements of the Securities Exchange Act of 1934, and the rules and regulations thereunder with respect to the matters set forth in this Section 2.10. ARTICLE 3 Directors SECTION 3.01. General Powers. Except as otherwise provided in Delaware Law or the certificate of incorporation, the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. SECTION 3.02. Number, Election and Term of Office. The number of directors which shall constitute the whole Board shall be fixed from time to time by resolution of the Board of Directors but shall not be less than three nor more than nine. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 3.12 herein, and each director so elected shall hold office until his successor is elected and qualified or until his earlier death, resignation or removal. Directors need not be stockholders. SECTION 3.03. Quorum and Manner of Acting. Unless the certificate of incorporation or these bylaws require a greater number, at all meetings of the Board of Directors or any committee thereof a majority of the total number of directors or members, as the case may be, shall constitute a quorum for the transaction of business, and the affirmative vote of a majority of the directors or members, as the case may be, present at meeting at which a quorum is present shall be the act of the Board of Directors. When a meeting is adjourned to another time or place (whether or not a quorum is present), notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Board of Directors or committee may transact any business which might have been transacted at the original meeting. If a quorum shall not be present at any 4 meeting of the Board of Directors or committee, the directors or members, as the case may be, present thereat may adjourn the meeting, from time to time, without notice other than announcement at the meeting, until a quorum shall be present. SECTION 3.04. Time and Place of Meetings. The Board of Directors shall hold its meetings at such place, either within or without the State of Delaware, and at such time as may be determined from time to time by the Board of Directors (or the Chairman in the absence of a determination by the Board of Directors). SECTION 3.05. Annual Meeting. The Board of Directors shall meet for the purpose of organization, the election of officers and the transaction of other business, as soon as practicable after each annual meeting of stockholders, on the same day and at the same place where such annual meeting shall be held. Notice of such meeting need not be given. In the event such annual meeting is not so held, the annual meeting of the Board of Directors may be held at such place either within or without the State of Delaware, on such date and at such time as shall be specified in a notice thereof given as hereinafter provided in Section 3.07 herein or in a waiver of notice thereof signed by any director who chooses to waive the requirement of notice. SECTION 3.06. Regular Meetings. After the place and time of regular meetings of the Board of Directors shall have been determined and notice thereof shall have been once given to each member of the Board of Directors, regular meetings may be held without further notice being given. SECTION 3.07. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board or the President and shall be called by the Chairman of the Board, President or Secretary on the written request of three directors. Notice of special meetings of the Board of Directors shall be given to each director at least three days before the date of the meeting in such manner as is determined by the Board of Directors. SECTION 3.08. Committees. (a) The Corporation shall have two standing committees: the audit committee and the compensation committee. (b) The audit committee shall have the following powers and authority: (i) employing independent public accountants to audit the books of account, accounting procedures and financial statements of the Corporation and to perform such other duties from time to time as the audit committee may prescribe, (ii) receiving the reports and comments of the Corporation's internal auditors and of the independent public accountants employed by the committee and to take such action with respect thereto as may see appropriate, (iii) requesting the Corporation's consolidated subsidiaries and affiliated companies to employ independent public accountants to audit their respective books of account, accounting procedures and financial statements, (iv) requesting the independent public accountants to furnish to the compensation committee the certifications required under any present or future stock option, incentive compensation or employee benefit plan of the Corporation, (v) reviewing the adequacy of internal financial controls, (vi) approving the accounting principles employed in financial reporting, (vii) approving the appointment or removal of the Corporation's general 5 auditor, and (viii) reviewing the accounting principles employed in financial reporting. None of the members of the audit committee shall be an officer or full-time employee of the Corporation or of any subsidiary or affiliate of the Corporation. (c) The compensation committee shall have the following powers and authority: (i) determining and fixing the compensation for all senior officers of the Corporation and those of its subsidiaries that the compensation committee shall from time to time consider appropriate, as well as all employees of the Corporation and its subsidiaries compensated at a rate in excess of such amount per annum as may be fixed or determined from time to time by the Board of Directors, (ii) performing the duties of the committees of the Board of Directors provided for in any present or future stock option, incentive compensation or employee benefit plan of the Corporation or, if the compensation committee shall so determine, any such plan of any subsidiary of the Corporation and (iii) reviewing the operations of and policies pertaining to any present or future stock option, incentive compensation or employee benefit plan of the Corporation or any Subsidiary that the compensation committee shall from time to time consider appropriate. None of the members of the compensation committee shall be an officer or full-time employee of the Corporation or of any subsidiary of the Corporation. (d) In addition, the Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more additional committees, each committee to consist of one or more of the directors of the Corporation. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation's property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending the bylaws of the Corporation; and unless the resolution of the Board of Directors or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required. (e) Regular meetings of committees shall be held at such times as may be determined by resolution of the Board of Directors or the committee in question and no notice shall be required for any regular meeting other than such resolution. A special meeting of any committee shall be called by resolution of the Board of Directors, or by the Secretary or an Assistant Secretary upon request of the chairman or a majority of the members of any committee. Notice of special meetings shall be given to each member of the committee in the same manner as that provided for in Section 3.07 of these Bylaws. 6 SECTION 3.09. Action by Consent. Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee. SECTION 3.10. Telephonic Meetings. Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or such committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting. SECTION 3.11. Resignation. Any director may resign at any time by giving written notice to the Board of Directors or to the Secretary of the Corporation. The resignation of any director shall take effect upon receipt of notice thereof or at such later time as shall be specified in such notice; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. SECTION 3.12. Vacancies. Unless otherwise provided in the certificate of incorporation, vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all the stockholders having the right to vote as a single class may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. Whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the certificate of incorporation, vacancies and newly created directorships of such class or classes or series may be filled by a majority of directors elected by such class or classes or series thereof then in office, or by a sole remaining director so elected. Each director so chosen shall hold office until his successor is elected and qualified, or until his earlier death, resignation or removal. If there are no directors in office, then an election of directors may be held in accordance with Delaware Law. Unless otherwise provided in the certificate of incorporation, when one or more directors shall resign from the Board, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have the power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as provided in the filling of other vacancies. SECTION 3.13. Removal. Any director or the entire Board of Directors may be removed, with or without cause, at any time by the affirmative vote of the holders of a majority of the outstanding capital stock of the Corporation entitled to vote and the vacancies thus created may be filled in accordance with Section 3.12 herein. SECTION 3.14. Compensation. Unless otherwise restricted by the certificate of incorporation or these bylaws, the Board of Directors shall have 7 authority to fix the compensation of directors, including fees and reimbursement of expenses. SECTION 3.15. Nomination of Directors. Only persons who are nominated in accordance with the procedures set forth in these bylaws shall be eligible to serve as directors. Nominations of persons for election to the Board of Directors of the Corporation may be made at a meeting of stockholders (a) by or at the direction of the Board of Directors or (b) by any stockholder of the Corporation who is a stockholder of record at the time of giving of notice provided for in this Section 3.15, who shall be entitled to vote for the election of directors at the meeting and who complies with the notice procedures set forth in this Section 3.15. Such nominations, other than those made by or at the direction of the Board of Directors, shall be made pursuant to timely notice in writing to the secretary of the Corporation. To be timely, a stockholder's notice must be delivered to or mailed and received at the principal executive offices of the Corporation not less than 90 days nor more than 120 days prior to the meeting; provided, however, that in the event that less than 100 days' notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be received no later than the close of business on the 10th day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made. Each such notice shall set forth: (a) the name and address of the stockholder who intends to make the nomination and of the person or persons to be nominated; (b) the class and number of shares of stock held of record, owned beneficially and represented by proxy by such stockholder as of the record date for the meeting (if such date shall then have been made publicly available) and as of the date of such notice; (c) a representation that the stockholder intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (d) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the stockholder; (e) such other information regarding each nominee proposed by such stockholder as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission, had the nominee been nominated, or intended to be nominated, by the board of directors; and (f) the consent of each nominee to serve as a director of the Corporation if so elected. At the request of the Board of Directors, any person nominated by the Board of Directors for election as a director shall furnish to the secretary of the Corporation that information required to be set forth in a stockholder's notice of nomination which pertains to the nominee. No person shall be eligible to serve as a director of the Corporation unless nominated in accordance with the procedures set forth in this bylaw. The chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedures prescribed by the bylaws, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded. Notwithstanding the foregoing provisions of this Section 3.15, a stockholder shall also comply with all applicable requirements of the Securities Exchange Act of 1934, and the rules and regulations thereunder with respect to the matters set forth in this Section 3.15. 8 ARTICLE 4 Officers SECTION 4.01. Principal Officers. The principal officers of the Corporation shall be a President, a Chief Executive Officer, a Chief Financial Officer, one or more Executive Vice Presidents, one or more Senior Vice Presidents, one or more Vice Presidents, a Treasurer, one or more Assistant Treasurers, a Secretary, and one or more Assistant Secretaries. The Secretary who shall have the duty, among other things, to record the proceedings of the meetings of stockholders and directors in a book kept for that purpose. The Corporation may also have such other principal officers, including one or more Controllers, as the Board may in its discretion appoint. One person may hold the offices and perform the duties of any two or more of said offices, except that no one person shall hold the offices and perform the duties of President and Secretary. SECTION 4.02. Election, Term of Office and Remuneration. The principal officers of the Corporation shall be elected annually by the Board of Directors at the annual meeting thereof. Each such officer shall hold office until his successor is elected and qualified, or until his earlier death, resignation or removal. The remuneration of all officers of the Corporation shall be fixed by the Board of Directors. Any vacancy in any office shall be filled in such manner as the Board of Directors shall determine. SECTION 4.03. Subordinate Officers. In addition to the principal officers enumerated in Section 4.01 herein, the Corporation may have one or more Assistant Treasurers, Assistant Secretaries and Assistant Controllers and such other subordinate officers, agents and employees as the Board of Directors may deem necessary, each of whom shall hold office for such period as the Board of Directors may from time to time determine. The Board of Directors may delegate to any principal officer the power to appoint and to remove any such subordinate officers, agents or employees. SECTION 4.04. Removal. Except as otherwise permitted with respect to subordinate officers, any officer may be removed, with or without cause, at any time, by resolution adopted by the Board of Directors. SECTION 4.05. Resignations. Any officer may resign at any time by giving written notice to the Board of Directors (or to a principal officer if the Board of Directors has delegated to such principal officer the power to appoint and to remove such officer). The resignation of any officer shall take effect upon receipt of notice thereof or at such later time as shall be specified in such notice; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. SECTION 4.06. Powers and Duties. The officers of the Corporation shall have such powers and perform such duties incident to each of their respective offices and such other duties as may from time to time be conferred upon or assigned to them by the Board of Directors. 9 ARTICLE 5 Stock Certificate and Transfers SECTION 5.01. Stock Certificates and Transfers. (a) The interest of each stockholder of the Corporation shall be evidenced by certificates for shares of stock in such form as the appropriate officers of the Corporation may from time to time prescribe; provided that the Board of Directors may provide by resolution or resolutions that all or some of all classes or series of the stock of the Corporation shall be represented by uncertificated shares. Notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate signed by, or in the name of the Corporation by the Chairman of the Board of Directors, or the President or any other authorized officer and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation representing the number of shares registered in certificate form. Except as otherwise expressly provided by law, the rights and obligations of the holders of uncertificated stock and the rights and obligations of the holders of certificates representing stock of the same class and series shall be identical. (b) The certificates of stock shall be signed, countersigned and registered in such manner as the Board of Directors may by resolution prescribe, which resolution may permit all or any of the signatures on such certificates to be in facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. (c) The shares of the stock of the Corporation represented by certificates shall be transferred on the books of the Corporation by the holder thereof in person or by his attorney, upon surrender for cancellation of certificates for the same number of shares, with an assignment and power of transfer endorsed thereon or attached thereto, duly executed, with such proof of the authenticity of the signature as the Corporation or its agents may reasonably require. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares such uncertificated shares shall be canceled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the Corporation. Within a reasonable time after the issuance or transfer of uncertificated stock, the Corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to Delaware Law or, unless otherwise provided by Delaware Law, a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. 10 SECTION 5.02. Lost, Stolen or Destroyed Certificates. No certificate for shares or uncertificated shares of stock in the Corporation shall be issued in place of any certificate alleged to have been lost, destroyed or stolen, except on production of such evidence of such loss, destruction or theft and on delivery to the Corporation of a bond of indemnity in such amount, upon such terms and secured by such surety, as the Board of Directors or its designee may in its or his discretion require. ARTICLE 6 General Provisions SECTION 6.01. Fixing the Record Date. (a) In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 60 nor less than 10 days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided that the Board of Directors may fix a new record date for the adjourned meeting. (b) In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by Delaware Law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by Delaware Law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action. 11 (c) In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. SECTION 6.02. Dividends. Subject to limitations contained in Delaware Law and the certificate of incorporation, the Board of Directors may declare and pay dividends upon the shares of capital stock of the Corporation, which dividends may be paid either in cash, in property or in shares of the capital stock of the Corporation. SECTION 6.03. Year. The fiscal year of the Corporation shall be as specified by the Board of Directors. SECTION 6.04. Corporate Seal. The corporate seal shall have inscribed thereon the name of the Corporation and shall be in such form as may be approved from time to time by the Board of Directors. The seal may be used by causing it or a facsimile thereof to be impressed, affixed or otherwise reproduced. SECTION 6.05. Voting of Stock Owned by the Corporation. The Board of Directors may authorize any person, on behalf of the Corporation, to attend, vote at and grant proxies to be used at any meeting of stockholders of any corporation (except this Corporation) in which the Corporation may hold stock. SECTION 6.06. Waiver of Notice. Whenever any notice is required to be given to any stockholder or director of the Corporation under the provisions of Delaware Law, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at, nor the purpose of, any annual or special meeting of the stockholders or any meeting of the Board of Directors or committee thereof need be specified in any waiver of notice of such meeting. SECTION 6.07. Audits. The accounts, books and records of the Corporation shall be audited upon the conclusion of each fiscal year by an independent certified public accountant selected by the audit committee, and it shall be the duty of the audit committee to cause such audit to be made annually. SECTION 6.08. Resignations. Any director or any officer, whether elected or appointed, may resign at any time upon notice of such resignation to the Corporation. SECTION 6.09. Indemnification and Insurance. (a) Each person who was or is a party or is threatened to be made a party to, or is involved in any 12 threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a "Proceeding"), by reason of the fact that he or she or a person of whom he or she is the legal representative, is or was a director, officer, employee or agent of the Corporation or a Subsidiary, or is or was serving at the request of the Corporation or a Subsidiary as a director, officer, partner, member, employee or agent of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, shall be indemnified and held harmless by the Corporation to the fullest extent permitted from time to time by Delaware Law as the same exists or may hereafter be amended (but, if permitted by applicable law, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment) or any other applicable laws as presently or hereafter in effect, and such indemnification shall continue to a person who has ceased to be such a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, that the Corporation shall indemnify any such person seeking indemnification in connection with a Proceeding (or part thereof) initiated by such person only if such Proceeding (or part thereof) was authorized by the Board of Directors or is a Proceeding to enforce such person's claim to indemnification pursuant to the rights granted by this Bylaw. The Corporation shall pay the expenses incurred by such person in defending any such Proceeding in advance of its final disposition upon receipt (unless the Corporation upon authorization of the Board of Directors waives such requirement to the extent permitted by applicable law) of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation as authorized by this Bylaw or otherwise. (b) The indemnification and the advancement of expenses incurred in defending a Proceeding prior to its final disposition provided by, or granted pursuant to this Bylaw shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, other provision of these bylaws, agreement, vote of stockholders or Disinterested Directors or otherwise. No repeal, modification or amendment of, or adoption of any provision inconsistent with, this Section 6.09, nor to the fullest extent permitted by applicable law, any modification of law, shall adversely affect any right or protection of any person granted pursuant hereto existing at or with respect to any events that occurred prior to, the time of such repeal, amendment adoption or modification. (c) The Corporation may maintain insurance, at its expense, to protect itself and any person who is or was a director, officer, partner, member, employee, or agent of the Corporation or a Subsidiary or of another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under Delaware Law. (d) If any provision or provisions of this Bylaw shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (i) the validity, legality and enforceability of the remaining provisions of this Bylaw (including, without 13 limitation, each portion of any paragraph of this Bylaw containing any such provision held to be invalid, illegal or unenforceable, that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (ii) to the fullest extent possible, the provisions of this Bylaw (including, without limitation, each such portion of any paragraph of this Bylaw containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable. (e) For purposes of these Bylaws: (i) "Disinterested Director" means a director of the Corporation who is not and was not a party to the proceeding or matter in respect of which indemnification is sought by the claimant. (ii) "Subsidiary" means a corporation, a majority of the capital stock of which is owned directly or indirectly by the Corporation. (f) Any notice, request, or other communication required or permitted to be given to the Corporation under this Bylaw shall be in writing and either delivered in person or sent by telecopy, telex, telegram, overnight mail or courier service, or certified or registered mail, postage prepaid, return receipt requested, to the Secretary of the Corporation and shall be effective only upon receipt by the Secretary. Section 6.10. Amendments. These bylaws or any of them, may be altered, amended or repealed, or new bylaws may be made, by the stockholders entitled to vote thereon at any annual or special meeting thereof or by the Board of Directors. 14 EX-21 4 EXHIBIT 21 Exhibit No. 21 LIST OF SUBSIDIARIES Sodexho Marriott Operations, Inc. Sodexho Marriott Management, Inc. (formerly named "Marriott Management Services Corp.") Corporate Food Services, Inc. MFS Boise, Inc. Marriott Educational Services of Texas, Inc. (to be renamed "SMS Education Services of Texas, Inc.") Marriott Educational Services, Inc. (to be renamed "Sodexho Marriott Education Services, Inc.") Mariott Educational Services, Inc., of Wisconsin (to be renamed "SMS Education Services of Wisconsin, Inc.") Marriott Electrical, Inc. (to be renamed "SMS Electrical, Inc.") Marriott Food Services, Inc., of Vermont (to be renamed "SMS Food Services of Vermont, Inc.") Marriott International Services, Inc. (to be renamed "Sodexho Management Corp.") Sodexho Marriott Laundry Services, Inc. (formerly named "Marriott Laundry Services, Inc.") Marriott Services, Inc. (to be renamed "SMS Services of California, Inc.") Saga Educational Food Service, Inc. Saga Health Care Dietary Management Services, Inc. Service Systems Corporation Marriott Globetrotters, JV (to be renamed) Marriott Management Service Limited Partnership (to be renamed "Sodexho Marriott Services of Indiana Limited Partnership") Marriott Corporation of Canada, Ltd. (to be renamed "Sodexho Marriott Services Canada, Ltd.") 1 Administration Marriott Limitee (to be renamed "Sodexho Marriott Quebec Ltee.") International Catering Corporation Sodexho USA, Inc. Sodexho Services, Inc. Boatel Associates, Inc. Boatel Catering, Inc. Boatel, Inc. Boatel Services, Inc. Creative Gourmet, Inc. Gardner Merchant Holdings, Inc. Garfield Catering Corp. Garfield Food Services, Inc. Garlex Realty Corp. Gulfwide Services, Inc. International Boatel Companies, Inc. International Catering Corporation of Massachusetts Offshore Food Services, Inc. Premier Hospitality Club, Inc. Premier Hospitality, Inc. Servend Food Services, Inc. Service Supply Corp. Servo Food Systems, Inc. Sodexho Alaska, Inc. Sodexho of Vermont, Inc. Sofinsod Corp. 2 Sodexho Financiere du Canada Inc. Bona Vista Food Services Ltd. Dalmar Foods Limited Luc Inc. Ontrak Services Inc. Sodexho Canada Inc. 3 EX-22 5 EXHIBIT 22 Exhibit No. 22 MARRIOTT INTERNATIONAL, INC. Special Meeting of Shareholders March 20, 1997 REPORT OF INSPECTORS OF ELECTIONS We, the undersigned, duly appointed to act as Inspectors of Elections, hereby report as follows: That the Special Meeting of Shareholders of Marriott International, Inc. (the "Company") was held at the Westfields Marriott Conference Center, 14750 Conference Center Drive, Chantilly, Virginia, on the 20th day of March, 1998, at 10:00 a.m., local time; and That before entering upon the discharge of our duties as Inspectors of Elections at the meeting, we took an oath of office which is attached hereto; and That we inspected the signed proxies and ballots used at the meeting and found the same to be in proper form; and That there were present, either in person or by proxy, holders of 104,259,918 common shares out of 125,415,165 common shares outstanding as of the close of business on January 28, 1998; and That the votes cast for, against and abstaining on Proposal One: Approval of (a) the spinoff of New Marriott, (b) the acquisition of Sodexho North America, (c) the amendment of the Company's certificate of incorporation and bylaws; and (d) the amendment of New Marriott's certificate of incorporation and bylaws; and
FOR AGAINST ABSTAIN --- ------- ------- 89,235,072 14,637,884 386,962
That the votes cast for, against and abstaining on Proposal Two: Ratification of Pierre Bellon, Bernard Carton, Edouard de Royere, William J. Shaw, Charles D. O'Dell, John W. Marriott III, Doctor R. Crants and Daniel J. Altobello as directors of SMS, effective upon the consummation of the Transactions; and
FOR AGAINST ABSTAIN --- ------- ------- 102,302,028 1,272,720 685,090
That the votes cast for, against and abstaining on Proposal Three: Ratification of Gilbert M. Grosvenor, Richard E. Marriott, Harry J. Pearce, J.W. Marriott, Jr., W. Mitt Romney, William J. Shaw, Dr. Henry Cheng Kar-Shun, Floretta Dukes McKenzie, Roger W. Sant and Lawrence M. Small as directors of New Marriott; and
FOR AGAINST ABSTAIN --- ------- ------- 102,516,689 1,111,057 632,092
That the votes cast for, against, and abstaining on Proposal Four: Ratification of the New Marriott 1998 Comprehensive Stock and Cash Incentive Plan and the reservation of shares pursuant to such plan; and
FOR AGAINST ABSTAIN --- ------- ------- 67,802,066 35,712,300 745,472
That the votes cast for, against and abstaining on Proposal Five: Ratification of the appointment of Price Waterhouse LLP as independent auditors of SMS effective upon consummation of the Transactions; and
FOR AGAINST ABSTAIN --- ------- ------- 103,064,853 635,131 559,854
That the votes cast for, against and abstaining on Proposal Six: Ratification of the appointment of Arthur Andersen LLP as independent auditors of New Marriott.
FOR AGAINST ABSTAIN --- ------- ------- 103,038,558 688,485 532,795
That at least two-thirds (or 66 2/3 percent) of the outstanding shares of Company common stock voted FOR Proposal One; and 2 That the majority of the outstanding shares of Company common stock voted FOR Proposals Two through Six. All defined terms used herein shall have the same meanings as set forth in the Company's Proxy Statement. Respectfully Submitted, /s/ Kathleen D. Whelply -------------------------------- Kathleen D. Whelply Inspector of Election /s/ Charles D. Keryc -------------------------------- Charles D. Keryc Inspector of Election 3 EX-99.(A) 6 EXHIBIT 99(A) Exhibit No. 99(a) [Letterhead] NEWS Marriott International, Inc. and its wholly owned subsidiary RHG Finance Corporation Announce $720 Million Debt Tenders and Consent Solicitations WASHINGTON, D.C., February 24, 1998 - Marriott International, Inc. (the "Company") (MAR/NYSE) today announced that it has commenced cash tender offers and consent solicitations for the Company's outstanding Series A through D Senior Notes (the "Notes"). RHG Finance Corporation ("RHG Finance"), a wholly owned subsidiary of the Company, also announced that it has commenced a cash tender offer and consent solicitation for its outstanding Guaranteed Notes which are guaranteed by Marriott International, Inc. and its subsidiary Renaissance Hotel Group, N.V. (the "Guaranteed Notes"). The following table sets forth for each of the Notes and Guaranteed Notes to which the offers apply, the CUSIP number, the outstanding principal amount, the securities, the reference security and the fixed spread.
Outstanding Aggregate Principal Security Reference Fixed CUSIP No. Amount Description Security Spread - --------- ------------- ----------------- ----------- ------ 571900AA7 $150,000,000 6.750% Series 5.875% 0.27% A Senior Notes Due 2/15/04 Due 2003 571900AB5 $200,000,000 7.875% Series 5.500% 0.35% B Senior Notes Due 2/15/08 Due 2005 571900AC3 $150,000,000 7.125% Series 5.500% 0.40% C Senior Notes Due 2/15/08 Due 2007 571900AD1 $100,000,000 6.750% Series 5.500% 0.45% D Senior Notes Due 2/15/08 Due 2009 749928AA5 $120,000,000 RHG Finance Corp. 5.500% 0.40% 8.875% Guaranteed Due 2/15/08 Notes Due 2005 ------------ Total $720,000,000 ------------ ------------
The tender offers are being made upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statements being mailed to the Company's noteholders and RHG Finance's noteholders on or about February 25, 1998. The obligations of the Company, its wholly owned subsidiary, New Marriott MI, Inc., and Sodexho Alliance S.A. to consummate the Reorganization described below are not conditioned on the success of the offers or consent solicitations. Under the terms of the tender offers, the consideration for each $1,000 principal amount of Notes and Guaranteed Notes will be calculated based on the yield on an applicable United States Treasury reference security, plus an applicable fixed spread, less the consent payment described below. The consideration will also include accrued and unpaid interest. The consideration will be set two days prior to the expiration of the tender offers. The tender offers will expire at 9:00 a.m., New York City time, on Friday, March 27, 1998 unless extended or earlier terminated by the Company. (more) The Company and RHG Finance are also soliciting consents from the holders of Notes and Guaranteed Notes, respectively, to amend the respective indentures under which the Notes and Guaranteed Notes were issued. Each holder who tenders Notes and Guaranteed Notes and validly consents to the proposed amendments prior to the applicable consent time will be paid $20.00 in cash for each $1,000 in principal amount of Notes and Guaranteed Notes validly tendered and accepted for payment. The consent time for each consent solicitation is 5:00 p.m., New York City time, on Tuesday, March 10, 1998. Holders tendering their Notes or Guaranteed Notes prior to the consent time will be required to consent to amendments which will eliminate or modify most of the covenants contained in the respective indentures governing the Notes and the Guaranteed Notes. Merrill Lynch & Co. and Lehman Brothers Inc. are the dealer managers and consent solicitation agents for the tender offers and the consent solicitations. The offers and consent solicitations are being made in connection with the reorganization of the Company (the "Reorganization"), which consists of the planned spinoff of the Company's lodging (including timeshare resort development and operations), senior living services and distribution services businesses and the subsequent merger of the Company's North American food service and facilities management business (Marriott Management Services) with the North American food service and facilities management operations of Sodexho Alliance, S.A. Following the Reorganization, the company to be spun off ("New Marriott") will adopt the name "Marriott International, Inc.," and the Company will assume the name "Sodexho Marriott Services, Inc." ("SMS"). If the requisite consents to a supplemental indenture are obtained and the supplemental indenture with respect to any series of Notes becomes effective, any Notes of such series not tendered and accepted for payment will remain obligations of SMS. If the requisite consents to a supplemental indenture are not obtained, all Notes of the applicable series that have not been tendered and accepted for payment will become obligations of New Marriott. Regardless of the outcome of the consent solicitation for its Guaranteed Notes, RHG Finance will become a subsidiary of New Marriott as part of the Reorganization, and New Marriott will assume the Company's obligations as guarantor of the Guaranteed Notes. After the Reorganization, SMS will be substantially more leveraged on a relative basis than the Company was before the Reorganization, and New Marriott will have significantly less debt than the Company had before the Reorganization. New Marriott will be one of the world's leading hospitality companies with more than 1,500 operating units, over 140,000 employees and 1997 sales in excess of $9 billion. The Company believes that New Marriott's ability to participate aggressively in the global consolidation of the lodging industry, as well as the senior living services industry within the United States, will be significantly enhanced by the Reorganization. The Company also believes that New Marriott will have substantially greater investment capacity after the Reorganization than the Company has today. The Company will not effect the Reorganization in the event that the Reorganization is not approved by its stockholders at a special meeting called for such purpose on March 17, 1998. The closing of the Reorganization is also subject to certain other conditions. In the event any of these conditions is not satisfied and the Reorganization is not consummated, the Company is under no obligation to accept tendered Notes for payment. (more) 2 This news release is neither an offer to purchase the Notes nor a solicitation of an offer to sell the Notes. The tender offers and consent solicitations are only made pursuant to the offering documents. Questions regarding the terms of the tender offers and consent solicitations may be directed to Merrill Lynch & Co. at (888) 654-8637, attention: Susan Weinberg, or Lehman Brothers Inc. at (800) 438-3242, attention: Scott Macklin. Copies of the offering documents may be obtained by calling MacKenzie Partners, Inc., at (212) 929-5500 (call collect) or (800)322-2885 (toll free). MARRIOTT INTERNATIONAL, INC. is a leading worldwide hospitality company, with nearly 4,600 units in the United States and 53 other countries and territories. The Company is headquartered in Washington, D.C. and has approximately 195,000 employees. In fiscal year 1997, Marriott International reported total sales of $12.0 billion. Note: This press release contains "forward-looking statements" within the meaning of federal securities law, including statements concerning new Marriott's investment capacity and its ability to participate in the ongoing consolidation of the lodging and senior living services industries; 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 and demand for hotel rooms, vacation club resorts and senior living accommodations; competitive conditions in the lodging, management services and other contract services 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. ### Contact: Corporate Relations, 301-380-7770 3 EX-99.(B) 7 EXHIBIT 99(B) Exhibit No. 99(b) [LETTERHEAD] MARRIOTT INTERNATIONAL, INC. AND ITS WHOLLY OWNED SUBSIDIARY RHG FINANCE CORPORATION ANNOUNCE SUCCESSFUL CONSENT SOLICITATIONS WASHINGTON, D.D., March 10, 1998 -- Marriott International, Inc. (MAR/NYSE) and its wholly owned subsidiary RHG Finance Corporation today announced that as of 5:00 p.m., New York City time, on March 10, 1998, they had received tenders and consents with respect to substantially all of each series of Marriott International's outstanding Senior Notes and RHG Finance Corporation's outstanding Guaranteed Notes. Accordingly, upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statements dated February 25, 1998, Marriott International and RHG Finance Corporation and the applicable indenture trustee have signed supplemental indentures that eliminate or modify most of the restrictive covenants contained in the indentures governing the Senior Notes and Guaranteed Notes. The amendments implemented by such supplemental indentures will not become operative until Marriott International completes its previously announced spin off transaction and accepts the validly tendered Senior Notes and RHG Finance accepts the validly tendered Guaranteed Notes following the expiration of the Offers to purchase the Senior Notes and Guaranteed Notes, respectively. Such expiration will be at 9:00 a.m., New York City time, on March 27, 1998, unless extended. Holders who have not yet tendered their Senior Notes or Guaranteed Notes may do so until 9:00 a.m., New York City time, on March 27, 1998. The consideration to be paid for each Senior Note and Guaranteed Note will be calculated at 12:00 noon, New York City time, on March 25, 1998, unless the tender offers are extended. Merrill Lynch & Co. (1-888-654-8637 toll-free) and Lehman Brothers Inc. (1-800-438-3242 toll-free) are the exclusive dealer managers and solicitation agents. MacKenzie Partners, Inc. (1-800-322-2885 toll-free) is the information agent. (more) MARRIOTT INTERNATIONAL, INC. is a leading worldwide hospitality company, with approximately 4,600 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; 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 hearquartered in Washington D.C. and has approximately 195,000 employees. In fiscal year 1997, Marriott International reported total sales of $12.0 billion. ### CONTACT: Nick Hill, Corporate Relations, 301-380-7484 2 EX-99.(C) 8 EXHIBIT 99(C) Exhibit No. 99(c) [Letterhead] MARRIOTT INTERNATIONAL CHANGES RECORD DATE FOR SPINOFF TO MARCH 27, 1998 WASHINGTON, D.C., March 17, 1998 -- Marriott International, Inc. (MAR/NYSE) today announced it has changed to March 27, 1998 the record date for the spinoff of a new company, "new" Marriott International, Inc., to be comprised of its lodging, senior living and distribution services businesses. The record date had previously been set for March 20, 1998. The change was made as a result of the company's previously announced adjournment of its special stockholders' meeting from March 17, 1998 to March 20, 1998. The current Marriott International will distribute one share of common stock (having one vote per share) and one share of Class A common stock (having ten votes per share) of the "new" Marriott International for every share owned on the record date. The distribution is expected to be made on March 27, 1998, subject to approval of the transaction at the special stockholders' meeting and other customary conditions. As previously reported, Marriott International has entered into a definitive agreement to merge its food service and facilities management business (Marriott Management Services) with the North American operations of Sodexho Alliance, S.A. Prior to the merger, Marriott International plans to complete the spinoff described above. The present Marriott International will change its name to Sodexho Marriott Services, Inc., and the spun off company will adopt the Marriott International, Inc. name. The company announced yesterday that in the event the transactions are approved at its special meeting of stockholders that has been adjourned to March 20, 1998, the "new" Marriott International will include in its May 1998 annual meeting proxy statement a separate and independent ballot proposal on whether the dual classes of common stock should be retained. The record date for this annual meeting is also set for March 27, 1998. The dual class structure is presently part of a single proposal for the spinoff and merger transactions in the proxy statement for the company's special meeting. (more) MARRIOTT INTERNATIONAL, INC. is a leading worldwide hospitality company, with nearly 4,600 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; 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 195,000 employees. In fiscal year 1997, Marriott International reported total sales of $12.0 billion. ### Contact: Tom Marder, 301-380-2553 2 EX-99.(D) 9 EXHIBIT 99(D) Exhibit No. 99(d) [LETTERHEAD] MARRIOTT INTERNATIONAL STOCKHOLDERS APPROVE SPINOFF AND MERGER TRANSACTIONS; COMPANY SETS MARCH 27 CLOSING DATE WASHINGTON, D.C., March 20, 1998 -- Marriott International, Inc. (MAR/NYSE) today reported that its stockholders have approved the company's planned spinoff and merger transactions. Marriott International will spin 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 will adopt the "Marriott International, Inc." name. Following the spinoff, Marriott's food service and facilities management business (Marriott Management Services) will be merged with the North American operations of Sodexho Alliance. The merged company will be renamed "Sodexho Marriott Services, Inc." Marriott also announced it has set March 27, 1998 as both the record date and closing date for the spinoff and merger transactions. "We are very pleased with this endorsement by Marriott stockholders of the company's spinoff and merger plans," said J.W. Marriott, Jr., chairman and chief executive officer of Marriott International. "The transactions approved today will create two strong, well-focused and growth-oriented companies," Mr. Marriott added. A total of 89.2 million shares, or over 85% of the approximately 104 million shares voting, were voted in favor of the transactions, which represented 71% of the roughly 125 million common shares outstanding. Approval of the transactions required an affirmative vote of at least two-thirds of the outstanding shares. Mr. Marriott also said, "We listened to our stockholders, including Evelyn Y. Davis, and as previously announced, 'New' Marriott International will submit the dual class common stock proposal to stockholders at our annual meeting on May 20, 1998, at the Crystal Gateway Marriott in Arlington, Virginia." The annual meeting ballot proposal will provide that, unless the holders of a majority of the outstanding shares approve retention of the dual class structure, the New Marriott board of directors will immediately convert the two classes into a single class of common stock, and thereafter take all steps necessary to remove the dual class provisions from New Marriott's charter. This would result in the conversion of all outstanding shares of New Marriott common stock into Class A common stock on a one-for-one basis. In addition, the board will refrain from issuing additional shares of common stock (having one vote per share) after the spinoff, unless stockholders vote to refrain the dual class structure at the 1998 annual meeting. (more) Mr. Marriott said, "We believe the dual class structure will enhance the ability of New Marriott to pursue growth opportunities and create additional value for stockholders. We will urge our stockholders to vote in favor of retaining the dual class structure at our annual meeting in May." Following the spinoff and merger transactions, a stockholder of record (as of March 27, 1998) with 100 shares of Marriott International common stock, for example, will own the following: 100 shares of "New" Marriott International common stock; 100 shares of "New" Marriott International 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). These new securities are expected to begin trading on a "when issued" basis on the New York Stock Exchange on March 23, 1998, with the following ticker symbols:
"When-Issued" Security Ticker Symbol - -------- ------------- "New Marriott International, Inc. - --------------------------------- Common Stock MAR wi Class A Common Stock MAR-A wi Sodexho Marriott Service, Inc. - ------------------------------ Common Stock SDH wi
"Regular way" trading for the new securities is expected to begin on March 30, 1998. ### MARRIOTT INTERNATIONAL, INC. is a leading worldwide hospitality company, with nearly 4,600 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; 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 195,000 employees. In fiscal year 1997, Marriott International reported total sales of $12.0 billion. Contact: Tom Marder (301) 380-2553 EX-99.(E) 10 EXHIBIT 99(E) 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. (more) 2 "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. (more) 3 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:
- -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 6.750% Series D Senior Notes Due $100,000,000 $99,344,000 12/01/09, 571900AD1 - -------------------------------------------------------------------------------- RHG Finance 8.875% Guaranteed $120,000,000 $116,500,000 Notes Due 10/01/05, 749928AA5 - --------------------------------------------------------------------------------
(more) 4 "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. ------------------------------- 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. # # # Contact: Tom Marder (301) 380-2553 EX-99.(F) 11 EXHIBIT 99(F) Exhibit No. 99(f) FOR IMMEDIATE RELEASE Company Contact: Contact: - ---------------- -------- Investor Relations Investor Relations Leeny Oberg, VP John D. Lovallo, SVP Sodexho Marriott Services, Inc. Makovsky & Company (301) 380-2745 (212) 508-9600 Media Relations Media Relations Steve Brady, SVP, Corporate Comm. Tom Reno, SVP Sodexho Marriott Services, Inc. Makovsky & Company (301) 380-3953 (212) 508-9600 SODEXHO MARRIOTT SERVICES, INC. FORMED ON THE COMPLETION OF SPIN-OFF AND MERGER TRANSACTIONS Creates the Leading Provider of Outsourced Food and Facilities Management in North America BETHESDA, Maryland, March 27, 1998 -- Sodexho Marriott Services, Inc. (NYSE:SDH-W) reported today the completion of the previously announced spin-off and merger transactions, creating the leading provider of outsourced food and facilities management in North America. Sodexho Marriott Services is currently trading on the New York Stock Exchange on a "when-issued" basis. As a result of these transactions, Marriott International, Inc. (NYSE:MAR) spun- off to its stockholders on a tax-free basis, a new company comprised of its lodging, senior living services and distribution service businesses. This new company has adopted the Marriott International, Inc. name. Immediately following the spin-off, Marriott's food service and facilities management business, Marriott Management Services, merged with the North American operations of Sodexho Alliance. The combined company formed Sodexho Marriott Services, Inc. - more - Page: 2 Sodexho Marriott Services, is the largest provider of outsourced food and facilities management in North America. The company, which has over 4,800 client relationships, offers a variety of outsourcing solutions, including food services, housekeeping, grounds keeping, plant operations and maintenance, and integrated facilities management to the corporate, health care and education markets. Sodexho Marriott Services is one of the top 50 employers in the United States with over 100,000 employees and managing an additional 60,000 employees on behalf of its clients. On a pro forma basis, 1997 calendar year sales would have been over $4.1 billion and earnings before interest, taxes, depreciation and amortization (EBITDA) would have been $240 million. Charles D. O'Dell, Sodexho Marriott Services, Inc. President and Chief Executive Officer commented, "The combination of Marriott Management Services and Sodexho North America is representative of an effective business strategy which combines two powerful brands, recognized for quality, service and leadership. Furthermore, the marketplace is increasingly turning to large, nationally-integrated suppliers like Sodexho Marriott Services to meet their expanding outsourcing needs." Outsourcing services is a trend that is expanding throughout all sectors of the economy. With the continued pressure to contain costs, a full 75% of American companies, hospitals and educational institutions either outsource services or are evaluating opportunities to do so. The size of this market is estimated to be $157 billion, with $48 billion associated with food services and $109 billion with facilities management. The North American market remains substantially underpenetrated, with only $27 billion, or 17% of the total potential market, currently contracted to management providers. - more - Page: 3 Charles D. O'Dell stated, "As the industry leader, we have significant cross-selling potential in facilities management services to our existing food services customers. Demand for providers of national, multi-service outsourcing is rapidly growing. With the national and global network, Sodexho Marriott Services can provide integrated management solutions to a wide range of industries, including corporate, health care and education markets." As a result of the spin-off and merger transactions, a stockholder of record as of March 27, 1998 with 100 shares of "old " Marriott International, Inc. common stock, for example, will own the following: 25 shares of Sodexho Marriott Services, Inc. common stock (NYSE:SDH), which reflects a one-for-four reverse stock split; 100 shares of Marriott International, Inc. common stock (NYSE:MAR); and 100 shares of Marriott International, Inc., Class A common stock (NYSE:MAR.A). Sodexho Marriott Services, Inc. is the largest food service and integrated facilities management provider in North America with more than 4,800 clients and annual sales in excess of $4 billion. It was created by the merger of Marriott Management Services and the North American operations of Sodexho Alliance. Sodexho Marriott Services provides a variety of outsourcing solutions, including food services, housekeeping, groundskeeping and plant operations and maintenance, to major business sectors such as the corporate, health care and education markets. Headquartered in Bethesda, Md., the company employs more than 100,000 people and manages over 60,000 client employees. ### EX-99.(G) 12 EXHIBIT 99(G) Exhibit No. 99(g) FOR IMMEDIATE RELEASE
Company Contact: Contact: - ---------------- -------- Investor Relations Investor Relations Leeny Oberg, VP John D. Lovallo, SVP Sodexho Marriott Services, Inc. Makovsky & Company (301) 380-2745 (212) 508-9600 Media Relations Media Relations Steve Brady, SVP, Corporate Comm. Tom Reno, SVP Sodexho Marriott Services, Inc. Makovsky & Company (301) 380-3953 (212) 508-9600
SODEXHO MARRIOTT SERVICES, INC. BEGINS "REGULAR-WAY" TRADING ON THE NEW YORK STOCK EXCHANGE Trading Under the Stock Symbol "SDH" BETHESDA, Maryland, March 30, 1998 -- Sodexho Marriott Services, Inc. (NYSE:SDH) announced today it has begun "regular-way" trading on the New York Stock Exchange under the symbol "SDH". The Company had been trading on a "when-issued" basis since March 24, 1998. Sodexho Marriott Services, the largest provider of outsourced food and facilities management in North America, was created through the combination of the North American operations of Sodexho Alliance, S.A. and Marriott Management Services. This combination was completed concurrently on March 27, 1998, with the tax-free spin-off of Marriott International Inc. (NYSE:MAR) lodging, senior living services and distribution service business. Sodexho Marriott Services, which has over 4,800 client relationships, offers a variety of outsourcing solutions, including food services, housekeeping, grounds keeping, plant operations and maintenance, and integrated facilities management to the corporate, health care and education markets. - more - Page: 2 Charles D. O'Dell, President and Chief Executive Officer commented, "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% is contracted to service providers. As the industry leader, Sodexho Marriott Services is well positioned to meet the needs of the expanding marketplace." Sodexho Marriott Services is one of the top 50 employers in the United States with 100,000 employees and managing an additional 60,000 employees on behalf of its clients. On a pro forma basis, 1997 calendar year sales would have been over $4.1 billion and earnings before interest, taxes, depreciation and amortization (EBITDA) would have been $240 million. Sodexho Marriott Services, Inc. is the largest provider of outsourced food and facilities management in North America, with more than 4,800 clients and annual sales in excess of $4 billion. ### EX-99.(H) 13 EXHIBIT 99(H) Exhibit 99(h) ARTHUR ANDERSEN --------------------------- Arthur Andersen, LLP --------------------------- Suite 400 April 1, 1998 8000 Towers Crescent Drive Vienna VA 22182-2725 Office of the Chief Accountant 703 734 7300 SECPS Letter File Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 To the Chief Accountant of the Securities and Exchange Commission: We have read Item 4 included in the attached form 8-K of Sodexho Marriott Services, Inc. (Commission File Number 1-12188) to be filed with the Securities and Exchange Commission and are in agreement with the statements contained therein. Very truly yours, /s/ Arthur Andersen LLP Arthur Andersen LLP Copy to: Lawrence E. Hyatt, Chief Financial Officer Sodexho Marriott Services, Inc. -----END PRIVACY-ENHANCED MESSAGE-----