As filed with the Securities and Exchange Commission on October 14, 2011
File No. 001-35219
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 3
to
Form 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
Marriott Vacations Worldwide Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 45-2598330 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| 6649 Westwood Blvd. Orlando, FL |
32821 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
Registrant’s telephone number, including area code:
(407) 206-6000
Securities to be registered pursuant to Section 12(b) of the Act:
| Title of Each Class to be so Registered |
Name of Each Exchange on Which | |
| Common stock, par value $0.01 per share | The New York Stock Exchange, Inc. |
Securities to be registered pursuant to Section 12(g) of the Act:
None.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended. (Check one):
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
| Non-accelerated filer | x (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
INFORMATION REQUIRED IN REGISTRATION STATEMENT
CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND ITEMS OF FORM 10
The information required by the following Form 10 Registration Statement items is contained in the Information Statement sections that we identify below, each of which we incorporate in this report by reference:
| Item 1. | Business |
The information required by this item is contained under the sections “Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business,” “Certain Relationships and Related Party Transactions” and “Where You Can Find More Information” of the Information Statement.
| Item 1A. | Risk Factors |
The information required by this item is contained under the section “Risk Factors” of the Information Statement.
| Item 2. | Financial Information |
The information required by this item is contained under the sections “Summary,” “Description of Capital Stock,” “Selected Historical Combined Financial Data,” “Unaudited Pro Forma Condensed Combined Financial Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Information Statement.
| Item 3. | Properties |
The information required by this item is contained under the section “Business—Properties” of the Information Statement.
| Item 4. | Security Ownership of Certain Beneficial Owners and Management |
The information required by this item is contained under the section “Security Ownership of Certain Beneficial Owners and Management” of the Information Statement.
| Item 5. | Directors and Executive Officers |
The information required by this item is contained under the section “Management” of the Information Statement.
| Item 6. | Executive Compensation |
The information required by this item is contained under the section “Executive Compensation” of the Information Statement.
| Item 7. | Certain Relationships and Related Transactions, and Director Independence |
The information required by this item is contained under the sections “Management,” “Executive Compensation” and “Certain Relationships and Related Party Transactions” of the Information Statement.
| Item 8. | Legal Proceedings |
The information required by this item is contained under the section “Business—Legal Proceedings” of the Information Statement.
2
| Item 9. | Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters |
The information required by this item is contained under the sections “Risk Factors,” “The Spin-Off,” “Dividend Policy,” “Executive Compensation” and “Description of Capital Stock” of the Information Statement.
| Item 10. | Recent Sales of Unregistered Securities |
None.
| Item 11. | Description of Registrant’s Securities to be Registered |
The information required by this item is contained under the section “Description of Capital Stock” of the Information Statement.
| Item 12. | Indemnification of Directors and Officers |
The information required by this item is contained under the section “Description of Capital Stock—Liability and Indemnification of Directors and Officers” of the Information Statement.
| Item 13. | Financial Statements and Supplementary Data |
The information required by this item is contained under the sections “Description of Capital Stock,” “Selected Historical Combined Financial Data,” “Unaudited Pro Forma Condensed Combined Financial Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Index to Financial Statements” of the Information Statement.
| Item 14. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
None.
| Item 15. | Financial Statements and Exhibits |
(a) Financial Statements
The information required by this item is contained under the section “Index to Financial Statements” beginning on page F-1 of the Information Statement. Information relating to schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission is included in the notes to the financial statements contained under the section “Index to Financial Statements” beginning on page F-1 of the Information Statement.
(b) Exhibits
We are filing the following documents as exhibits to this registration statement:
| Exhibit |
Description | |
| 2.1 | Form of Separation and Distribution Agreement between Marriott International, Inc. and Marriott Vacations Worldwide Corporation. | |
| 3.1 | Form of Restated Certificate of Incorporation of Marriott Vacations Worldwide Corporation.† | |
| 3.2 | Form of Restated Bylaws of Marriott Vacations Worldwide Corporation.† | |
3
| Exhibit |
Description | |
| 4.1 | Form of certificate representing shares of common stock, par value $0.01 per share, of Marriott Vacations Worldwide Corporation. | |
| 10.1 | Form of License, Services and Development Agreement between Marriott International, Inc., Marriott Vacations Worldwide Corporation and the other signatories thereto. | |
| 10.2 | Form of License, Services and Development Agreement between The Ritz-Carlton Hotel Company, L.L.C., Marriott International, Inc., Marriott Vacations Worldwide Corporation and the other signatories thereto.* | |
| 10.3 | Form of Employee Benefits and Other Employment Matters Allocation Agreement between Marriott International, Inc. and Marriott Vacations Worldwide Corporation.* | |
| 10.4 | Form of Tax Sharing and Indemnification Agreement between Marriott International, Inc. and Marriott Vacations Worldwide Corporation. | |
| 10.5 | Form of Marriott Rewards Affiliation Agreement between Marriott International, Inc., Marriott Rewards, LLC, Marriott Vacations Worldwide Corporation, Marriott Ownership Resorts, Inc. and the other signatories thereto.* | |
| 10.6 | Form of Non-Competition Agreement between Marriott International, Inc. and Marriott Vacations Worldwide Corporation. | |
| 10.7 | Form of Omnibus Transition Services Agreement between Marriott International, Inc. and Marriott Vacations Worldwide Corporation. | |
| 10.8 | Form of Payroll Services Agreement between Marriott International, Inc. and Marriott Vacations Worldwide Corporation. | |
| 10.9 | Form of Human Resources Transition Services Agreement between Marriott International, Inc. and Marriott Vacations Worldwide Corporation. | |
| 10.10 | Form of Information Resources Transition Services Agreement between Marriott International, Inc. and Marriott Vacations Worldwide Corporation. | |
| 10.11 | Form of Marriott Vacations Worldwide Corporation Stock and Cash Incentive Plan.† | |
| 10.12 | Amended and Restated Indenture and Servicing Agreement, dated as of September 1, 2011, among Marriott Vacations Worldwide Owner Trust 2011-1, Marriott Ownership Resorts, Inc., and Wells Fargo Bank, National Association. | |
| 10.13 | Sale Agreement, dated as of September 1, 2011, between MORI SPC Series Corp. and Marriott Vacations Worldwide Owner Trust 2011-1. | |
| 10.14 | Amendment No. 1 to Sale Agreement, dated as of September 1, 2011, among MORI SPC Series Corp. and Marriott Vacations Worldwide Owner Trust 2011-1. | |
| 10.15 | Form of $200,000,000 Credit Agreement dated as of October [—], 2011, among Marriott Vacations Worldwide Corporation, Marriott Ownership Resorts, Inc., JPMorgan Chase Bank, N.A., as administrative agent, and the other financial institutions set forth in the agreement. | |
| 10.16 | Form of Guarantee and Collateral Agreement to be entered into by Marriott Vacations Worldwide Corporation, Marriott Ownership Resorts, Inc. (“MORI”) and certain of MORI’s subsidiaries, in favor of JPMorgan Chase Bank, N.A., as administrative agent for the financial institutions party to the foregoing $200,000,000 Credit Agreement.* | |
| 21.1 | Subsidiaries of Marriott Vacations Worldwide Corporation.† | |
| 99.1 | Information Statement. | |
| 99.2 | Form of Certificate of Designation of the Cumulative Redeemable Series A Preferred Stock of MVW US Holdings, Inc.* | |
| * | To be filed by amendment. |
| † | Previously filed. |
4
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
| Marriott Vacations Worldwide Corporation | ||||||
| By: | /s/ Stephen P. Weisz | |||||
| Stephen P. Weisz | ||||||
| Date: October 14, 2011 | President and Chief Executive Officer | |||||
5