SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------------- FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 NEW MARRIOTT MI, INC. (To Be Renamed "Marriott International, Inc.") - -------------------------------------------------------------------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware 52-2055918 - ----------------------------------------------- ------------------- (JURISDICTION OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NO.) 10400 Fernwood Road Bethesda, Maryland 20817 - ---------------------------------------- ---------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) If this Form relates to the If this Form relates to the registration of a class of securities registration of a class of pursuant to Section 12(b) of the securities pursuant to Section Exchange Act and is effective 12(g) of the Exchange Act and pursuant to General Instruction is effective pursuant to General A(c), please check the following Instruction A(d), please check the box [X] following box [ ] Securities to be registered pursuant to Section 12(b) of the Act:
Securities Act registration statement file number to which this form relates: N/A ------------ (if applicable) Securities to be registered pursuant to Section 12(g) of the Act: None - -------------------------------------------------------------------------------- (TITLE OF CLASS)
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED - --------------------- ------------------------------ Common Stock, par value $0.01 per share Chicago Stock Exchange Pacific Stock Exchange Philadelphia Stock Exchange Class A Common Stock, par value $0.01 per share Chicago Stock Exchange Pacific Stock Exchange Philadelphia Stock Exchange Series A Junior Participating Preferred Stock Chicago Stock Exchange Purchase Rights Pacific Stock Exchange Philadelphia Stock Exchange INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 1. DESCRIPTION OF REGISTRANTS'S SECURITIES TO BE REGISTERED. The information required by this item is incorporated by reference to the information set forth under the caption "DESCRIPTION OF THE NEW MARRIOTT CAPITAL STOCK," in the Marriott International, Inc. Notice of Annual Meeting and Proxy Statement contained in the Registrant's Form 10 dated February 12, 1998 which was filed with the Commission on February 13, 1998. ITEM 2. EXHIBITS. Not Applicable. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized. NEW MARRIOTT MI, INC. By: /s/ W. David Mann ------------------ W. David Mann Secretary Date: March 16, 1998