What are LYONs and why are they being disclosed?

LYONs (Liquid Yield Option Notes) are a type of zero-coupon, senior debt security that can be converted into common stock. This filing discloses significant holders of Marriott's LYONs due 2021 because these institutions have indicated their beneficial ownership, and the notes are convertible into Marriott's common stock. This is a regulatory requirement under SEC rules, particularly concerning beneficial ownership and potential future sales of stock.

What is the significance of Credit Suisse First Boston, London Branch holding 12.34% of the LYONs?

Credit Suisse First Boston, London Branch holding 12.34% of the outstanding LYONs signifies a substantial stake. This means they hold the largest disclosed portion of these convertible notes, and upon potential conversion, they could own a significant number of Marriott's Class A common shares, which could impact the stock's trading dynamics if they decide to sell.

How will the conversion of these LYONs affect Marriott's stock?

If a significant number of these LYONs are converted into common stock, it would increase the total number of shares outstanding. This potential dilution could put downward pressure on the stock price, depending on the market's reaction and the timing of any sales by the noteholders. The filing provides the potential number of shares issuable, giving investors an idea of the potential dilution.

Are the percentages of common stock outstanding provided in the filing final?

The percentages of common stock outstanding are calculated based on the number of shares outstanding as of a specific date (November 2, 2001) and assume conversion of only that holder's LYONs. The actual percentage of common stock outstanding that may be owned by these holders can change due to several factors, including adjustments to the conversion rate, other holders converting their LYONs, and the company issuing new shares.

MAR 8-K SEC Disclosure

Summary

This 8-K filing from Marriott International, Inc. (MAR) on February 1, 2002, primarily serves as a disclosure regarding significant holders of its Liquid Yield Option Notes (LYONs) due 2021. Several institutional investors have notified Marriott that they beneficially own substantial principal amounts of these notes, which are convertible into Marriott's Class A common stock. The filing details the aggregate principal amount of LYONs these entities may sell and the corresponding number of common shares issuable upon conversion, based on a conversion rate provided in the company's S-3 registration statement and prospectus.

Key Highlights

1Disclosure of significant holders of Marriott's Zero Coupon Senior LYONs due 2021.
2Several institutional investors have notified Marriott of their beneficial ownership of these LYONs.
3The filing details the aggregate principal amount of LYONs held by each entity, with Credit Suisse First Boston, London Branch holding the largest disclosed amount (12.34% of LYONs outstanding).
4Information is provided on the number of Marriott's Class A common shares that may be sold upon conversion of these LYONs.
5The disclosure includes percentages of outstanding LYONs and common stock held by these beneficial owners.
6The conversion rate is subject to adjustment as described in the company's prospectus.
7This filing is related to the company's Registration Statement on Form S-3 for the LYONs and related common stock.

MARRIOTT INTERNATIONAL INC /MD/ 8-K Report (Feb 1, 2002)

Summary

Key Highlights

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