-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SgNIPtCGFizFu5TB+Cs5xbaO+t7C+NXGOittkM5QJPMaJYH3MocehnecTxW64ZuL tdjIL98l+o3BVxbPB1Qpaw== 0001024739-98-000028.txt : 19980116 0001024739-98-000028.hdr.sgml : 19980116 ACCESSION NUMBER: 0001024739-98-000028 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19971231 ITEM INFORMATION: FILED AS OF DATE: 19980115 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ATLANTA MARRIOTT MARQUIS II LIMITED PARTNERSHIP CENTRAL INDEX KEY: 0001048447 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 521427553 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 333-39915 FILM NUMBER: 98507242 BUSINESS ADDRESS: STREET 1: 10400 FERNWOOD RD CITY: BETHESDA STATE: MD ZIP: 20058 BUSINESS PHONE: 3013807339 MAIL ADDRESS: STREET 1: 10400 FERNWOOD ROAD CITY: BETHESDA STATE: MD ZIP: 20817 8-K 1 FORM 8-K As filed with the Securities and Exchange Commission on January 15, 1998 =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 December 31, 1997 ------------------------------- (Date of earliest event reported) Atlanta Marriott Marquis II Limited Partnership ---------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 000-14374 52-1427553 -------- --------- ---------- (State or other jurisdiction (Commission File (I.R.S. Employer of incorporation or organization) Number) Identification No.) 10400 Fernwood Road Bethesda, Maryland 20817 --------------------------------------- (Address of principal executive offices) (301) 380-2070 ----------------------------- (Registrant's telephone number including area code) N/A --------------------- (Former Name or Former Address, if changed since last report) =============================================================================== This Current Report on Form 8-K is being filed by Atlanta Marriott Marquis II Limited Partnership, a Delaware limited partnership ("AMMLP-II"), as the successor issuer to Atlanta Marriott Marquis Limited Partnership, a Delaware limited partnership ("AMMLP"), pursuant to Rule 12g-3 promulgated under the Securities Exchange Act of 1934 ("Exchange Act"). ITEM 2. Acquisition or Disposition of Assets. On December 31, 1997, AMMLP merged with and into AMMLP-II ("Merger") pursuant to an Agreement and Plan of Merger dated as of December 31, 1997 ("Agreement"). In the Merger, each AMMLP limited partnership unit ("Unit") was converted on a one-for-one basis into an AMMLP-II unit ("New Unit"). AMMLP limited partners who held fractional interests in Units received the same fractional interest in New Units. The requisite number of AMMLP limited partners approved the Merger in accordance with the applicable provisions of the Delaware Revised Uniform Limited Partnership Act. The general partner of both AMMLP and AMMLP-II is Marriott Marquis Corporation, a Delaware corporation ("General Partner"). The General Partner is a wholly-owned subsidiary of Host Marriott Corporation, a Delaware corporation ("Host Marriott"). AMMLP-II was formed on July 9, 1997 in anticipation of the Merger. Prior to December 31, 1997, AMMLP-II did not engage in any active business and was organized solely to succeed to AMMLP's interest in the Ivy Street Hotel Limited Partnership ("Ivy Street"). Ivy Street owns the Atlanta Marriott Marquis located in Atlanta, Georgia ("Hotel"). AMMLP-II, and AMMLP before it, is the managing general partner of Ivy Street. Additional information regarding the Merger, the background of the Merger and the operations of AMMLP and Ivy Street is located in the registration statement on Form S-4 filed by AMMLP-II on November 10, 1997 with the Securities and Exchange Commission ("SEC") (Commission File No. 333-39915). Certain AMMLP-II limited partners have filed two (2) lawsuits in connection with the Merger. On December 12, 1997, an action entitled Hiram and Ruth Sturm v. Marriott Marquis Corporation, Host Marriott Corporation, Bruce F. Stemerman, Robert E. Parsons and Christopher G. Townsend and Atlanta Marriott Marquis Limited Partnership, (Case No. 97-CV-3706), was filed as a purported class action with the United States District Court for the Northern District of Georgia. The defendants are the General Partner, Host Marriott and the board of directors of the General Partner. The plaintiffs have brought direct and derivative claims alleging: (i) violations of the Exchange Act and rules and regulations promulgated thereunder; (ii) violations of the Securities Act of 1933 and rules and regulations promulgated thereunder; (iii) breach of fiduciary duties; and (iv) breach of the AMMLP partnership agreement. The plaintiffs are seeking, inter alia, equitable relief, compensatory damages, punitive damages and costs. 2 On January 5, 1998, an action entitled Howard H. Poorvu v. Marriott Marquis Corporation, Host Marriott Corporation, Bruce F. Stemerman, Robert E. Parsons, Jr. and Christopher G. Townsend and Atlanta Marriott Marquis Limited Partnership and Atlanta Marriott Marquis II Limited Partnership, (Civil Action No. 16095-NC), was filed as a purported class action with the Court of Chancery of the State of Delaware in and for New Castle County. The plaintiff brings direct and derivative claims alleging: (i) breach of fiduciary duty; (ii) breach of the AMMLP partnership agreement; and (iii) breach of the implied covenant of good faith and fair dealing. The plaintiffs are seeking, inter alia, equitable relief, compensatory damages, costs and the appointment of a receiver to assume control of AMMLP-II. The General Partner believes that the allegations asserted in the lawsuits are without merit and intends to vigorously defend such lawsuits. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a) Financial Statements. (1) Audited Consolidated Financial Statements of AMMLP as of December 31, 1996 and 1995, and for each of the three years ended December 31, 1996, 1995, and 1994, together with the report of the independent accountants thereon, were previously included in the Form S-4 filed with the SEC by AMMLP - II on November 10, 1997 (Commission File No. 333-39915). (2) Unaudited balance sheet of AMMLP-II as of July 9, 1997 and September 12, 1997, together with the report of the independent accountant thereon, were previously included in the Form S-4 filed with the SEC by AMMLP - II on November 10, 1997 (Commission File No. 333-39915). (3) Unaudited Consolidated Financial Statements of AMMLP for the thirty-six (36) week period ending September 12, 1997 and September 6, 1996, were previously included in the Form S-4 filed by AMMLP-II with the SEC on November 10, 1997 (Commission File No. 333-39915). (b) Pro Forma Financial Information. (1) Unaudited pro forma Condensed Consolidated Financial Statements for the thirty-six (36) weeks ending September 12, 1997 and for the period ending December 31, 1996, giving effect to the Merger, were previously included in the Form S-4 filed by AMMLP - II with the SEC on November 10, 1997 (Commission File No. 333-39915). (c) Exhibits. The exhibits listed in the Exhibit Index are filed herewith or, in the alternative, incorporated by reference. 3 EXHIBIT INDEX Exhibit Description - ------- ----------- 2.1 Agreement and Plan of Merger dated December 31, 1997 by and between AMMLP and AMMLP-II. 2.2 Certificate of Merger dated December 30, 1997 merging AMMLP with and into AMMLP-II. 4 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ATLANTA MARRIOTT MARQUIS II LIMITED PARTNERSHIP By: MARRIOTT MARQUIS CORPORATION General Partner By: /s/ Patricia K. Brady --------------------------- Patricia K. Brady Vice President and Chief Accounting Officer 5 EX-2.1 2 PLAN OF MERGER Exhibit 2.1 AGREEMENT AND PLAN OF MERGER MERGING ATLANTA MARRIOTT MARQUIS LIMITED PARTNERSHIP WITH AND INTO ATLANTA MARRIOTT MARQUIS II LIMITED PARTNERSHIP ARTICLE I Name of Constituent Partnerships 1. The names of the constituent partnerships are Atlanta Marriott Marquis Limited Partnership, a Delaware limited partnership ("AMMLP") and Atlanta Marriott Marquis II Limited Partnership, a Delaware limited partnership (the "Partnership"). 2. The name of the surviving partnership is Atlanta Marriott Marquis II Limited Partnership, a Delaware limited partnership, and subsequent to the merger its name will remain unchanged. ARTICLE II Interests in Constituent Partnerships 1. The partnership interests of AMMLP are owned by the following persons: Name Partnership Interest Percentage ---- -------------------- ---------- Marriott Marquis Corporation General Partner 1.00% Marriott Marquis Corporation Class B Limited Partner 19.00% Various investors Class A Limited Partners 80.00% 2. The partnership interests of the Partnership are owned by the following persons: Name Partnership Interest Percentage ---- -------------------- ---------- Marriott Marquis Corporation General Partner 99.00% Christopher G. Townsend Limited Partner 1.00% 3. As to each party to the merger, the percentage interests voted for and against the merger are as follows: Partnership Percentage Percentage Interest Partnership Interest Outstanding Voted For Voted Against - ----------- -------- ----------- --------- ------------- AMMLP General Partner 1 1 0 Class B Limited Partner 19 19 0 Class A Limited Partners 80 As immediately set forth below The Class A Limited Partners' 80% ownership of AMMLP is divided into 530 units of limited partnership interest ("Unit(s)"). Each holder of Units is entitled to cast one vote for each Unit held of record; holders of half-Units are entitled to cast half a vote for each half-Unit held of record. The Class A Limited Partners voted their Units for the merger as follows: Units voted for 304.23 Units voted against 23.9167 Units abstained 10.25 The holders of the balance of the Units did not vote. Partnership Percentage Percentage Interest Partnership Interest Outstanding Voted For Voted Against - ----------- -------- ----------- --------- ------------- Partnership General Partner 99 99 0 Limited Partner 1 1 0 ARTICLE III Terms and Conditions of Merger 1. Upon the filing of a Certificate of Merger with the Delaware Secretary of State, the separate existence of AMMLP shall cease, and said partnership shall be merged (in accordance with the provisions of this plan) into the Partnership, which shall survive such merger and shall, without other transfer, succeed to and possess all the rights, privileges, immunities, powers and purposes of AMMLP, and all property, real and personal, and every other asset of AMMLP shall vest in the Partnership without further act or deed. As the surviving partnership, the Partnership shall assume and be liable for the obligations and liabilities of AMMLP, and no liability or obligation due or to become due, claim or demand for any cause existing against AMMLP or any partner thereof shall be released or impaired by such merger. 2. In consideration for AMMLP's contribution of its assets as provided in Paragraph 1 of this Article III, on the effective date, the Partnership shall issue to the partners of AMMLP the number of units of limited partnership interest in the Partnership shown opposite the name of each such partner on Exhibit 1 attached hereto and made a part hereof. 3. The Partnership shall pay all costs and expenses of carrying this plan into effect and accomplishing this merger. ARTICLE IV Partnership Agreement of Surviving Partnership The partnership agreement of the Partnership as of the effective date of the merger shall continue in full force and effect until amended in accordance with its terms or as permitted by the provisions of the laws of the State of Delaware. ARTICLE V Effective Date The effective date of this Agreement and Plan of Merger shall be 9:00 a.m. on December 31, 1997. ATLANTA MARRIOTT MARQUIS LIMITED PARTNERSHIP By: Marriott Marquis Corporation General Partner By: /s/ Patricia K. Brady --------------------------- Patricia K. Brady, Vice President ATLANTA MARRIOTT MARQUIS II LIMITED PARTNERSHIP By: Marriott Marquis Corporation General Partner By: /s/ Patricia K. Brady -------------------------- Patricia K. Brady, Vice President EX-2.2 3 CERTIFICATE OF MERGER Exhibit 2.2 CERTIFICATE OF MERGER MERGING ATLANTA MARRIOTT MARQUIS LIMITED PARTNERSHIP a Delaware limited partnership WITH AND INTO ATLANTA MARRIOTT MARQUIS II LIMITED PARTNERSHIP a Delaware limited partnership Atlanta Marriott Marquis II Limited Partnership (the "Partnership"), a limited partnership organized under the Delaware Revised Uniform Limited Partnership Act (the "Act"), for the purpose of merging with other entities, hereby certifies that: 1. Constituent Entities. The name and jurisdiction of formation or organization of each of the constituent entities are: Name of Entity Jurisdiction -------------- ------------ Atlanta Marriott Marquis Limited Partnership Delaware Atlanta Marriott Marquis II Limited Partnership Delaware 2. Approval of Merger. An Agreement and Plan of Merger has been approved and executed by each constituent entity. 3. Surviving Partnership. The name of the surviving domestic limited partnership is Atlanta Marriott Marquis II Limited Partnership, a Delaware limited partnership. 4. Effective Date. The merger shall become effective at 9:00 a.m. on December 31, 1997. 5. Agreement of Merger on File. The Agreement and Plan of Merger is on file at the following place of business of the surviving domestic limited partnership: Atlanta Marriott Marquis II Limited Partnership c/o Marriott Marquis Corporation, General Partner 10400 Fernwood Road Bethesda, Maryland 20817 6. Copy of Agreement Furnished Upon Request. A copy of the Agreement and Plan of Merger will be furnished by Atlanta Marriott Marquis II Limited Partnership, on request and without cost, to any partner of the Partnership or any person holding an interest in any other constituent entity. - 2 - IN WITNESS WHEREOF, this Certificate of Merger has been duly executed this 30th day of December, 1997, and is being filed in accordance with Section 17-211 of the Act by Marriott Marquis Corporation, the General Partner of the Partnership thereunto duly authorized. MARRIOTT MARQUIS CORPORATION By: /s/ Patricia K. Brady ----------------------- Patricia K. Brady Vice President -----END PRIVACY-ENHANCED MESSAGE-----