Exhibit 10.14
AMENDMENT NO. 5 DATED AS OF DECEMBER 18, 1998 TO
DISTRIBUTION AGREEMENT DATED AS OF SEPTEMBER 15, 1993
BETWEEN HOST MARRIOTT CORPORATION
AND MARRIOTT INTERNATIONAL, INC.
Host Marriott Corporation (f/k/a Marriott Corporation, "Host
Marriott"), Marriott International, Inc. ("MII") and Host Marriott Services
Corporation desire to adopt this Amendment to the Distribution Agreement between
Host Marriott and MII dated as of September 15, 1993 (the "Original Agreement,"
and, as amended hereby and by that certain Amendment No. 1 to the Original
Agreement dated as of December 29, 1995, that certain Amendment No. 2 to the
Original Agreement dated as of June 21, 1997, that certain Amendment No. 3 to
the Original Agreement dated as of March 3, 1998 and that certain proposed
Amendment No. 4 to the Original Agreement expected to be entered into after the
date hereof, the "Distribution Agreement").
WHEREAS, by letter dated December 10, 1998, Southeastern Asset
Management, Inc. ("Southeastern"), an investment advisor registered under
Section 203 of the Investment Advisers Act of 1940, advised Host Marriott that
approximately 135 accounts over which Southeastern has either investment
discretion, voting authority, or both, currently own in the aggregate 40,923,400
shares of Host Marriott Common Stock, or approximately 19.97% of the 204,954,447
shares of Host Marriott Common Stock outstanding on the record date for the Host
Marriott Special Meeting held on December 15, 1998 to approve the merger (the
"Merger") of Host Marriott with and into HMC Merger Corporation, a Maryland
corporation to be renamed "Host Marriott Corporation" ("Host REIT") after the
Merger;
WHEREAS, Host Marriott expects that, on the date hereof, its Board of
Directors will declare a special dividend (the "Special Dividend") to
stockholders of record on December 28, 1998 entitling such stockholders to elect
to receive such Special Dividend in the form of cash or Host Marriott Common
Stock; and
WHEREAS, the parties hereto desire to amend the Distribution Agreement
in connection with such Special Dividend.
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the parties hereto hereby agree as follows:
1. Section 6.07 of the Distribution Agreement shall be amended by
adding and reserving for further Amendment subsections (j) and (k) and adding
subsection (l) as follows:
(j) [Reserved for proposed Amendment No. 4]
(k) [Reserved for proposed Amendment No. 4]
(l) Notwithstanding anything contained in this Section 6.07 or any
other section of this Agreement, Southeastern Asset Management,
Inc. ("Southeastern"), an investment advisor registered under
Section 203 of the Investment Advisers Act of 1940, shall not be
deemed to have triggered the Right if such Right would otherwise
have been triggered until such time (if ever) as it becomes the
Beneficial Owner of a number of shares of Voting Stock in excess
of the sum (the "Maximum Number") of (i) 40,923,400 shares of
Voting Stock plus (ii) such number of shares of Voting Stock
actually acquired by Southeastern through accounts over which it
exercises investment discretion, voting authority or both as the
result of any election (or deemed election) to receive Voting
Stock in payment of the Special Dividend (or, prior to the date
of any such election or deemed election, such number of shares of
Voting Stock which it can elect to receive in payment of the
Special Dividend) declared by Host Marriott on December 18, 1998
to stockholders of record on December 28, 1998 (as the number
representing the sum of (i) and (ii) may be adjusted to give
effect to stock splits, stock dividends, subdivisions,
combinations, reclassifications or similar events, to the extent
appropriate), which dividend payment obligations will be assumed
by HMC Merger Corporation, a Maryland corporation ("Host REIT"),
in connection with the merger of Host Marriott with and into Host
REIT; provided, however, that if at any time after December 28,
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1998, Southeastern shall be the Beneficial Owner of a number of
shares of Voting Stock representing less than 20% of the total
voting power of the then outstanding shares of Voting Stock and
if Southeastern shall become at any time thereafter the
Beneficial Owner of a number of shares of Voting Stock
representing 20% or more of the total voting power of the then
outstanding shares of Voting Stock, Southeastern shall thereupon
be deemed to have triggered the Right; provided further, that if
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the number of shares of Voting Stock beneficially owned by
Southeastern is reduced to less than 20% of the total voting
power of the then outstanding Voting Stock as a result of
dispositions of Voting Stock in the ordinary course of trading
for its clients' accounts within a five (5) consecutive trading
day period, and Southeastern reacquires the beneficial ownership
of the number of shares so disposed, again in the ordinary course
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of trading for its clients' accounts, within twenty (20)
consecutive trading days immediately after such five (5) day
trading period, then such reacquisition (subject always to the
Maximum Number) shall not be deemed to have triggered the Right.
Nothing herein is intended to grant, or shall be construed as
granting, to Southeastern, any of its affiliates or any of
Southeastern's funds or accounts a waiver from the ownership
limit (or any provision thereof) under the Charter of Host REIT.
2. Except as specifically amended hereby, the Distribution Agreement
continues in full force and effect without modification and is hereby ratified
and confirmed in all respects.
3. This Amendment may be executed in any number of counterparts,
which, when taken together, shall constitute a single binding instrument.
[signatures appear on the following page]
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IN WITNESS WHEREOF, the parties have caused this Amendment No. 5 to be
duly executed and delivered as of December 18, 1998.
MARRIOTT INTERNATIONAL, INC.
By:________________________
Name:______________________
Title:_____________________
HOST MARRIOTT CORPORATION
By:________________________
Name:______________________
Title:_____________________
HOST MARRIOTT SERVICES CORPORATION
By:________________________
Name:______________________
Title:_____________________
The undersigned is executing this Amendment for the purpose of acknowledging and
consenting to the provisions hereof.
HMC MERGER CORPORATION
By:________________________
Name:______________________
Title:_____________________
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