Marriott Corp. took steps Friday to avoid any future hostile takeover attempts of the company by implementing a new shareholder rights plan.
Under the plan, preferred stock purchase rights will be distributed as a dividend at the rate of one right for each share of common stock held at the close of business Feb. 20.The rights will expire Feb. 2, 1999, but may be redeemed by the Washington, D.C.-based Marriott Corp. prior to the expiration date for 1 cent per right.
The action came at a meeting of Marriott's board of directors during which the board also declared a quarterly cash dividend of 6 cents per common share of stock payable April 24 to shareholders of record April 3.
A company spokesman said the stock purchase plan is one of several measures adopted over the past few years to "protect the rights and interests of Marriott shareholders" against takeovers not in their best interests. More than 500 companies have adopted similar plans, he noted, adding that Marriott management is not aware of any intent to acquire control of the company.
In a letter being sent to shareholders, Marriott said the plan is intended to protect their interests if the company is confronted with "coercive or unfair takeover tactics," such as offers that treat shareholders unfairly, acquisition in the open market of shares constituting control without offering fair value to all shareholders, and "other tactics that could impair the board of directors' ability to fully represent the shareholders' interests."
Marriott stressed the plan is not intended to prevent an acquisition of the company on terms favorable and fair to all shareholders.
Marriott said each right will entitle holders of the company's common stock to buy one one-thousandth of a newly issued share of Series A junior participating preferred stock of Marriott Corp. at an exercise price of $150.
However, the rights will be exercisable only if a person or group acquires ownership of 20 percent or more of Marriott stock or begins a tender or exchange offer which would result in their ownership of 30 percent or more of the company's common stock.
Details of the rights plan are outlined in a letter that is being mailed to shareholders.
In other action, Marriott Corp. reported earnings per share of $1.95 for its 1988 fiscal year ended Dec. 30, an increase of 17 percent from $1.67 a year ago.
Net income for 1988 was $232 million, up 4 percent from $223 million a year ago. Sales totaled $7.37 billion, a 13 percent gain from $6.52 billion in 1987. Operating income was up in all three of the company's major lines of business, with strong growth for lodging and restaurants and moderate gains in contract services.
Marriott Chairman and President J.W. Marriott Jr. said the company's performance benefited from its growing leadership in most businesses in which the company is engaged.
He said the corporation has doubled its sales and nearly doubled its earnings over the past four years, while maintaining return on shareholders' equity above 20 percent. In 1988, Marriott's return on equity increased to more than 30 percent as a result of higher net income and fewer common shares outstanding.
"We feel good about the company's prospects for 1989," Marriott said. "With continued leadership in our industry, strong operating organizations and sophisticated product and real estate development programs, we believe we are well positioned for sustained growth."
For the 1988 fourth quarter, Marriott reported earnings per share of 56 cents, up 17 percent from 48 cents in the 1987 quarter. Net income was $65 million, an increase of 5 percent over $62 million in the 1987 period. Sales totaled $2.36 billion in the 1988 fourth quarter, a gain of 12 percent over $2.11 billion in 1987.