SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Under Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 1, 2002
MARRIOTT INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State of incorporation)
1-13881 52-2055918
(Commission File No.) (IRS Employer Identification No.)
10400 Fernwood Road, Bethesda, Maryland 20817
(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (301) 380-3000
Item 5. Other Events and Regulation FD Disclosure
The following holders of Liquid Yield Option Notes(Zero Coupon - Senior) due
2021 ("LYONs") of Marriott International, Inc. ("Marriott") bearing CUSIP No.
571903AA1, and the shares of Marriott's Class A common stock, par value $0.01
per share, issuable upon conversion or redemption of the LYONs have notified
Marriott that they beneficially own the principal amounts at maturity of LYONs
shown below, which they may from time to time offer and sell pursuant to
Marriott's Registration Statement under the Securities Act of 1933, as amended,
on Form S-3 (File No. 333-66406) relating to the LYONs and the Prospectus dated
December 12, 2001, as supplemented from time to time, included therein (the
"Prospectus"):
Aggregate Number of
Principal Amount Shares of
of LYONs at Percentage Common Stock Percentage of
Maturity that of LYONs that May be Common Stock
Name May be Sold Outstanding Sold(1) Outstanding(2)
---- ----------- ----------- ------- --------------
AmerUs Life Insurance Company 2,000,000 * 27,057 *
Conseco Annuity Assurance
Multi-Bucket Annuity Convertible Bond
Fund 1,500,000 * 20,292 *
Credit Suisse First Boston Corp. 3,500,000 * 47,349 *
Credit Suisse First Boston, London
Branch 57,991,000 12.34 784,531 *
HSBC as Trustee for Zola Managed Trust 1,500,000 * 20,292 *
IL Annuity and Insurance Company 7,000,000 1.49 94,699 *
JC Penny Insurance Co. Group 4,000,000 * 54,114 *
JP Morgan Securities Inc. 3,000,000 * 40,585 *
Lyxor Master Fund 1,500,000 * 20,292 *
Merrill Lynch International Limited 22,000,000 4.68 297,627 *
Merrill Lynch Pierce Fenner & Smith
Inc. 4,955,000 1.05 67,033 *
Quattro Fund 2,000,000 * 27,057 *
Salomon Brothers Asset Management,
Inc. 6,000,000 1.28 81,171 *
Transamerica Life Insurance and
Annuity Co. 31,000,000 6.56 419,383 *
UBS Warburg LLC(3) 11,060,000 2.35 149,625 *
Zurich Institutional Benchmarks
Management 1,750,000 * 23,674 *
* Less than 1%.
1. Assumes conversion of all of the holder's LYONs at a conversion rate of
13.5285 shares of common stock per $1,000 principal amount at maturity of the
LYONs, rounded down to the nearest whole number of shares. However, this
conversion rate will be subject to adjustment as described in the Prospectus
under the caption "Description of LYONs--Conversion Rights." As a result, the
amount of common stock issuable upon conversion of the LYONs may increase or
decrease in the future.
2. Calculated based on Rule 13d-3(d)(i) of the Exchange Act using 241,018,255
shares of common stock outstanding as of November 2, 2001. In calculating
this amount for each holder, Marriott treated as outstanding the number of
shares of common stock issuable upon conversion of all of that holder's LYONs
but did not assume conversion of any other holder's LYONs.
3. An increase of $2,500,000 over the $8,560,000 previously disclosed to
Marriott.
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SIGNATURES
Under the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MARRIOTT INTERNATIONAL, INC.
By: /s/ Ward R. Cooper
------------------------------
Ward R. Cooper, Assistant
Secretary
Date: February 1, 2002
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