Exhibit 99(a)(5)
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OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
RENAISSANCE HOTEL GROUP N.V.
AT
$30.00 NET PER SHARE
BY
MARRIOTT INTERNATIONAL, INC.
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:01 A.M., NEW YORK CITY
TIME, ON SATURDAY, MARCH 29, 1997 UNLESS THE OFFER IS EXTENDED.
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February 24, 1997
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We have been appointed by Marriott International, Inc., a Delaware
corporation (the "Purchaser"), to act as Dealer Manager in connection with its
offer to purchase all outstanding shares of common stock, par value 0.01
Netherlands Guilders (the "Shares"), of Renaissance Hotel Group N.V., a
Netherlands limited liability company (the "Company"), at $30.00 per Share,
net to the seller in cash, without interest thereon, upon the terms and
subject to the conditions set forth in the Purchaser's Offer to Purchase dated
February 24, 1997 (the "Offer to Purchase") and the related Letter of
Transmittal (which together with any supplements or amendments thereto
collectively constitute the "Offer"), copies of which are enclosed herewith.
The Offer is being made in connection with the Acquisition Agreement dated as
of February 17, 1997 between the Purchaser and the Company.
For your information and for forwarding to your clients for whose accounts
you hold Shares registered in your name or in the name of your nominee, we are
enclosing the following documents:
1. Offer to Purchase;
2. Letter of Transmittal for your use and for the information of your
clients, together with Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 providing information relating
to backup federal income tax withholding;
3. Notice of Guaranteed Delivery to be used to accept the Offer if the
Shares and all other required documents cannot be delivered to the
Depositary by the Expiration Date (as defined in the Offer to Purchase);
4. A form of letter which may be sent to your clients for whose accounts
you hold Shares registered in your name or in the name of your nominee,
with space provided for obtaining such clients' instructions with regard to
the Offer;
5. Solicitation/Recommendation Statement on Schedule 14D-9 issued by the
Company; and
6. Return envelope addressed to First Chicago Trust Company of New York,
as the Depositary.
Upon the terms and subject to the conditions of the Offer (including, if the
Offer is extended or amended, the terms and conditions of any such extension
or amendment), the Purchaser will be deemed to have accepted
for payment, and will pay for, all Shares validly tendered and not properly
withdrawn by the Expiration Date (as defined in the Offer to Purchase) if, as
and when the Purchaser gives oral or written notice to the Depositary of the
Purchaser's acceptance of the tenders of such Shares for payment pursuant to
the Offer. Payment for Shares purchased pursuant to the Offer will be made
only after timely receipt by the Depositary of certificates for such Shares
(or confirmation of a book-entry transfer of such Shares into the Depositary's
account at one of the Book-Entry Transfer Facilities (as defined in the Offer
to Purchase)), a properly completed and duly executed Letter of Transmittal
(or manually signed facsimile thereof) (unless, in the case of a book-entry
transfer, an Agent's Message (as defined in the Offer to Purchase) is
utilized) and any other documents required by the Letter of Transmittal.
In order to take advantage of the Offer, a duly executed and properly
completed Letter of Transmittal or (manually signed facsimile thereof), with
any required signature guarantees and any other documents required by the
Letter of Transmittal, should be sent to the Depositary, and either
certificates representing the tendered Shares should be delivered or such
Shares must be delivered to the Depositary pursuant to the procedures for book
entry transfers, all in accordance with the instructions set forth in the
Letter of Transmittal and the Offer to Purchase.
If holders of Shares wish to tender their Shares, but it is impracticable
for them to deliver their certificates on or prior to the Expiration Date or
to comply with the book-entry transfer procedures on a timely basis, a tender
may be effected by following the guaranteed delivery procedures specified in
Section 3 of the Offer to Purchase.
The Purchaser will not pay any fees or commissions to any broker, dealer or
other person (other than the Dealer Manager, the Information Agent and the
Depositary as described in the Offer to Purchase) in connection with the
solicitation of tenders of Shares pursuant to the Offer. The Purchaser will,
however, upon request, reimburse brokers, dealers, commercial banks and trust
companies for customary mailing and handling expenses incurred by them in
forwarding materials to their customers. The Purchaser will pay all stock
transfer taxes applicable to its purchase of Shares pursuant to the Offer,
subject to Instruction 6 of the Letter of Transmittal.
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS
PROMPTLY AS POSSIBLE. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:01
A.M., NEW YORK CITY TIME, ON SATURDAY, MARCH 29, 1997, UNLESS THE OFFER IS
EXTENDED.
Any inquiries you may have with respect to the Offer should be addressed to,
and additional copies of the enclosed materials may be obtained from, the
Information Agent or the undersigned at the addresses and telephone numbers
set forth on the back cover page of the Offer to Purchase.
Very truly yours,
Salomon Brothers Inc
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR
ANY PERSON AS AN AGENT OF THE PURCHASER, THE COMPANY, ANY AFFILIATE OF THE
COMPANY, THE DEALER MANAGER, THE INFORMATION AGENT OR THE DEPOSITARY, OR
AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON
BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS
ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.
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