9-282-042
Rev. September 15, 1986
Marriott Corporation
The idea of repurchasing shares was no stranger to Bill Marriott by January 1980. Almost five million shares of common stock had been repurchased on the open market by Marriott Corporation during 1979 at a total cost of $74 million and an average price of $15.16 in the belief that they were undervalued—a belief that still was not fully reflected in the market price. At $19 5/8, the stock was selling at only six times cash flow per share; and its price/earnings ratio of nine was a far cry from historical multiples as high as fifty times as recently as 1973. Its low price seemed to offer once again an obvious opportunity to benefit shareholders. However, the proposal to repurchase 10 million of the 32 million still outstanding shares aroused some uneasiness. If successful, it had the potential of enhancing Marriott 's EPS and of increasing family and management control from 20% to 29% of outstanding shares. However, it represented a move that was almost entirely financial—one that would run the debt well above the levels advocated before the Board of Directors only two years earlier. The repurchase would also necessitate renegotiation of restrictive covenants in existing loan agreements. Lastly, the huge size of the proposed program would require a tender price of $23 1/2, a hefty premium of $4 over the current market price. All of this seemed somewhat out of character for a corporation known for caution and stability.
Background
Marriott Corporation was founded as a nine-seat A&W Root Beer Stand in Washington, D.C., in 1927 by J. Willard Marriott. Mr. Marriott had a gift for anticipating, or helping to create, trends in public eating habits. Shortly after the first stand opened, a second was built, and soon a chain of Hot Shoppes was underway. In 1934, industrial cafeterias were opened at a General Motors plant in Georgia and at the Ford Motor Company plant in Virginia. In