Counter-Solicitation Asks Marriott International (MAR) Shareholders to Reject Package of Anti-takeover Devices.

WASHINGTON--(BUSINESS WIRE)--March 3, 1998--Shareholders of Marriott International (MAR) are being asked to vote against plans that would strengthen the Marriott family's control of the company and insulate management from takeover attempts at a time of rapid consolidation in the hotel industry. (See www.unbundle.com)

As part of its plan to spin-off hotel related properties and merge its food service operations with France's Sodexho Alliance, Marriott International has proposed anti-takeover measures, including a classified board, a "poison pill" provision and the creation of dual classes of common stock.

Under the dual stock plan, current shareholders would be issued one share of high-voting (ten-for-one) stock and one share of low-voting (one-for-one) stock for each share they currently own.

According to Marriott's proxy, this arrangement could allow members of the Marriott family - who currently own about 20% of the shares - to sell-off blocks of stock without reducing their voting power. The family could actually increase its control by selling the low- voting stock and using the proceeds to buy the high-voting stock.

The controversial dual stock arrangement and the other anti-takeover proposals have been bundled together with the spin-off transaction into a single proposal (Proposal One) on Marriott International's proxy card, recently sent to shareholders in advance of the March 17 Special Meeting in Chantilly, Va.

The Hotel Employees and Restaurant Employees (HERE) International Union, which is a shareholder of Marriott International and also represents thousands of Marriott employees some of whom are themselves shareholders, has launched a counter-solicitation urging shareholders to vote against proposal one.

"We are not against the spin-off," said HERE Research Director Matthew Walker. "But these proposals should be unbundled so shareholders have a chance to vote on the spin- off and merger transaction separately from the anti-takeover measures."

The counter-solicitation effort has already drawn reactions from the financial press. In his March 9 column, Newsweek's Allan Sloan called Marriott's bundling "unfair" and said the company "wants shareholders to approve the greatest array of shark repellents - Wall Street slang for anti-takeover defenses - this side of the Great Barrier Reef." (The Newsweek column is available to America On-line subscribers at keyword: NW.)

The Wall Street Journal also reported on March 2, 1998 that "the flap has caught the attention of a number of investors and advisory groups, including Institutional Shareholder Services, Washington, DC-based proxy-advisers. Saying that some of the provisions may leave a `potential for abuse,' the group plans to publish a report on the subject this week after meeting with Marriott officials."

HERE is in the process of mailing counter-solicitation materials to thousands of shareholders and has also put up a web-site: www.unbundle.com.

Marriott chief financial officer Michael Stein told the Wall Street Journal that the anti-takeover provisions are "integral" to the spin-off transaction. But HERE's Walker disagrees.

"There is no good reason why shareholders should be presented with an all-or-nothing proposition," he said. "Marriott still has time to unbundle the anti-takeover measures from the spin-off proposal and mail new proxy materials to shareholders before the March 17 special meeting."

Walker said shareholders should resist the notion that unbundling the proposals would be a deal-breaker. "As 20 percent holders of the company, the Marriott family has the most to gain from the spin-off transaction," he said. "They would be hard-pressed to subordinate their financial interests to corporate governance matters."

CONTACT: Hotel Employees & Restaurant Employees International Union

Matthew Walker, 202/393-4373