UNITED STATES
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): June 10, 2008
MARRIOTT INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 1-13881 | 52-2055918 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| 10400 Fernwood Road, Bethesda, Maryland | 20817 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (301) 380-3000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| ITEM 8.01. | Other Events. |
On June 10, 2008, Marriott International, Inc. (together with its subsidiaries, the “Company”) sold a pool of approximately $300 million in timeshare mortgage loans (the “Mortgage Loans”) to Marriott Vacation Club Owner Trust 2008-1 (the “Trust”). On the same day, investors purchased $246 million in 7.198 percent Timeshare Loan Backed Notes (the “Notes”) from the Trust in a private placement.
As consideration for the sale of the Mortgage Loans, the Company received initial cash proceeds of approximately $240 million and a subordinated residual interest in the Trust, through which it expects to realize the remaining value of the Mortgage Loans over time. The Company will recognize approximately $28 million of gain in the second quarter of 2008 as a result of these transactions.
The Notes have not been and will not be registered under the Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. A copy of the Company’s June 10, 2008 press release announcing the issuance of the Notes is attached as Exhibit 99 to this report.
| ITEM 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
Exhibit 99 - Press release issued on June 10, 2008.
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SIGNATURE
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.
| MARRIOTT INTERNATIONAL, INC. | ||||||
| Date: June 10, 2008 | By: | /s/ Carl T. Berquist | ||||
| Carl T. Berquist | ||||||
| Executive Vice President, Financial Information and Risk Management | ||||||
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EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99 | Press release issued on June 10, 2008. |
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Exhibit 99
NEWS
| CONTACT: | Tom Marder (301) 380-2553 thomas.marder@marriott.com |
MARRIOTT COMPLETES $246 MILLION SECURITIZATION OF TIMESHARE LOANS
Bethesda, Md. – June 10, 2008 – Marriott International, Inc. (NYSE:MAR) today announced the completion of a private placement of $246 million in 7.198% Timeshare Loan Backed Notes by Marriott Vacation Club Owner Trust 2008-1. The notes were sold without recourse to Marriott or its affiliates.
The notes have not been and will not be registered under the Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
This press release is being issued pursuant to Rule 135c under the Securities Act of 1933, as amended, and is not an offer to sell or the solicitation of an offer to buy any of the notes.
MARRIOTT INTERNATIONAL, Inc. (NYSE:MAR) is a leading lodging company with more than 3,000 lodging properties in the United States and 66 other countries and territories. Marriott International operates and franchises hotels under the Marriott, JW Marriott, The Ritz-Carlton, Renaissance, Residence Inn, Courtyard, TownePlace Suites, Fairfield Inn, SpringHill Suites and Bulgari brand names; develops and operates vacation ownership resorts under the Marriott Vacation Club, Horizons by Marriott Vacation Club, The Ritz-Carlton Club and Grand Residences by Marriott brands; operates Marriott Executive Apartments; provides furnished corporate housing through its Marriott ExecuStay division; and operates conference centers. The company is headquartered in Bethesda, Md., and had approximately 151,000 employees at 2007 year-end. It is ranked as the lodging industry’s most admired company and one of the best companies to work for by FORTUNE®, and has been recognized by the U.S. Environmental Protection Agency (EPA) with the 2007 Sustained Excellence Award and Partner of the Year since 2004. In fiscal year 2007, Marriott International reported sales from continuing operations of $13 billion. For more information or reservations, please visit our web site at www.marriott.com.
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