-----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, SAakEpY1BDG9QZen1NZtncuOKaDS9338b+HDAgPYyITLth+bYT5oYWcxcxefd8I+ mLmiDFiAty28ghFjP3KG+Q== 0001048447-98-000018.txt : 19981208 0001048447-98-000018.hdr.sgml : 19981208 ACCESSION NUMBER: 0001048447-98-000018 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19980611 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19981207 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: 98764791 BUSINESS ADDRESS: STREET 1: 10400 FERNWOOD RD CITY: BETHESDA STATE: MD ZIP: 20058 BUSINESS PHONE: 3013802070 MAIL ADDRESS: STREET 1: 10400 FERNWOOD ROAD CITY: BETHESDA STATE: MD ZIP: 20817 8-K 1 FORM 8-K 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 Date of Report (Date of earliest event reported): June 11, 1998 ATLANTA MARRIOTT MARQUIS II LIMITED PARTNERSHIP (Exact name of registrant as specified in its charter) Delaware 0-14374 52-1427553 (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation or organization) Identification No.) 10400 Fernwood Road, Bethesda, MD 20817-1109 (Address of principal executive office) (Zip Code) Registrant's telephone number, including area code: 301-380-2070 ITEM 5. OTHER EVENTS On June 11, 1998, September 19, 1998 and December 3, 1998, the General Partner sent to the Limited Partners of the Partnership a letter that accompanied the Partnership's Quarterly Reports on Form 10-Q. Such letters are being filed as exhibits to this Current Report on Form 8-K. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits 99.2 Letter from the General Partner to the Limited Partners of the Partnership that accompanied the Partnership's Quarterly Report on Form 10-Q for the Quarter Ended March 27, 1998. 99.3 Letter from the General Partner to the Limited Partners of the Partnership that accompanied the Partnership's Quarterly Report on Form 10-Q for the Quarter Ended June 19, 1998. 99.4 Letter from the General Partner to the Limited Partners of the Partnership that accompanied the Partnership's Quarterly Report on Form 10-Q for the Quarter Ended September 11, 1998. SIGNATURE 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, hereunto duly authorized. ATLANTA MARRIOTT MARQUIS II LIMITED PARTNERSHIP By: MARRIOTT MARQUIS CORPORATION General Partner December 7, 1998 By: /s/ Earla L. Stowe ------------------ Name: Earla L. Stowe Title: Vice President and Chief Accounting Officer EXHIBIT INDEX Exhibit No.: Description: 99.2 Letter from the General Partner to the Limited Partners of the Partnership that accompanied the Partnership's Quarterly Report on Form 10-Q for the Quarter Ended March 27, 1998. 99.3 Letter from the General Partner to the Limited Partners of the Partnership that accompanied the Partnership's Quarterly Report on Form 10-Q for the Quarter Ended June 19, 1998. 99.4 Letter from the General Partner to the Limited Partners of the Partnership that accompanied the Partnership's Quarterly Report on Form 10-Q for the Quarter Ended September 11, 1998. EX-99.2 2 EXHIBIT 99.2 EXHIBIT 99.2 1998 First Quarter Report Limited Partner Quarterly Update Presented for your review is the First Quarter 1998 Report for Atlanta Marriott Marquis II Limited Partnership. The 1998 First Quarter Form 10-Q immediately follows this letter and replaces the quarterly report format previously used by the Partnership. The information presented is essentially the same as the information given in prior quarters with certain additional items required by the rules of the Securities and Exchange Commission. Discussion of the Partnership's performance and Hotel operations is included in Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations. Host Marriott Real Estate Investment Trust On April 17, 1998, Host Marriott Corporation ("Host Marriott"), parent company of the General Partner of the Partnership, announced that its Board of Directors has authorized the company to reorganize its business operations to qualify as a real estate investment trust ("REIT") to become effective as of January 1, 1999. As part of the REIT conversion, Host Marriott expects to form a new operating partnership (the "Operating Partnership") and limited partners in certain Host Marriott full-service hotel partnerships and joint ventures, including the Partnership, are expected to be given an opportunity to receive, on a tax-deferred basis, Operating Partnership units in the new Operating Partnership in exchange for their current partnership interest. We will keep you informed on the status of this matter. Partnership Financing and Investor Returns As previously reported, on February 2, 1998 the mortgage debt was successfully refinanced with a third party lender. The Partnership's debt now consists of a $164 million mortgage loan which bears interest at a fixed rate of 7.4% for a 12-year term. The mortgage loan requires payments of principal and interest based upon a 25-year amortization schedule. In conjunction with the Merger, on December 31, 1997, the General Partner made an initial capital contribution of $6 million to the Partnership. On January 30, 1998, the General Partner contributed an additional $69 million. In return for such additional capital contributions, the General Partner surrendered its then existing Class B interest on distributions and received a new Class B limited partnership interest in the Partnership entitling the General Partner to a 13.5% cumulative, compounding annual preferred return and priority return of such capital. In February 1998, the Partnership distributed funds to the Class A limited partners of $5,000 per new unit. This distribution represented the excess of the Partnership's reserve after payment of a majority of the transaction costs related to the mortgage debt refinancing. We encourage you to review this report in its entirety. If you have any further questions regarding your investment, please contact Host Marriott Partnership Investor Relations at (301) 380-2070. EX-99.3 3 EXHIBIT 99.3 EXHIBIT 99.3 1998 Second Quarter Report Limited Partner Quarterly Update Presented for your review is the 1998 Second Quarter Report for Atlanta Marriott Marquis II Limited Partnership. A discussion of the Partnership's performance and hotel operations is included in the attached Form 10-Q, Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations. As always, we encourage you to read this report in its entirety. If you have any questions regarding your investment, please contact Host Marriott Partnership Investor Relations at (301) 380-2070. Host Marriott Corporation's Conversion to a Real Estate Investment Trust As previously reported, Host Marriott Corporation ("Host Marriott"), parent company of the General Partner of the Partnership, announced on April 17, 1998 that its Board of Directors authorized Host Marriott to reorganize its business operations to qualify as a real estate investment trust ("REIT") to become effective as of January 1, 1999. As part of the REIT conversion, Host Marriott formed a new operating Partnership (the "Operating Partnership") and limited partners in certain Host Marriott full-service hotel partnerships and joint ventures, including the Atlanta Marriott Marquis II Limited Partnership, are expected to be given an opportunity to receive, on a tax-deferred basis, Operating Partnership units in the Operating Partnership in exchange for their current Partnership interests. The Operating Partnership units would be redeemable by the limited partner for freely traded Host Marriott shares (or the cash equivalent thereof) at any time after one year from the closing of the merger. In connection with the REIT conversion, the Operating Partnership filed a Registration Statement on Form S-4 (the "Form S-4") with the Securities and Exchange Commission (the "SEC") on June 2, 1998. Limited partners will be able to vote on this Partnership's participation in the merger later this year through a consent solicitation. In order to assist you with your financial planning, we are providing you with the preliminary valuation information on your Partnership units as disclosed in the Form S-4. The estimated exchange value is $45,425 per Partnership unit (the "Estimated Exchange Value"). The Estimated Exchange Value is subject to adjustment to reflect various closing and other adjustments and the final valuation information will be set forth in the final Form S-4 you will receive later this year through a consent solicitation. The Estimated Exchange Value is being provided to you at this time for information purposes only. We have not attempted to provide you with all of the detail relating to the methodologies, variables, assumptions and estimates used in determining the Estimated Exchange Value. The final valuation likely will differ from the Estimated Exchange Value set forth above and such difference may be material. The consent solicitation that will be mailed to you to solicit your approval of a merger of the Partnership will contain the final valuation for a Partnership unit as well as a discussion of the methodologies, variables, assumptions and estimates used. The solicitation period is expected to commence in late September 1998, and the merger, if approved, would close by the end of the year (although there is no assurance that this will be the case). Please notify the General Partner in writing of any address changes in order to facilitate the prompt delivery of the consent solicitation documents to you. Second Market Activity Limited partners should be aware that the Partnership agreement contains certain restrictions on the assignment of partnership interests. Among these restrictions is a prohibition on sales of additional Partnership interests in any calendar year if such additional transfers would result in the Partnership not being able to qualify for at least one of the "safe harbors" which govern the circumstances under which a limited partnership will cease to be treated as a partnership and will instead be treated as a corporation for tax purposes. The Partnership has reached the "safe harbor" limit for the 1998 calendar year. Therefore, the General Partner will not accept any further transfers due to sales. We will, however, continue to accept transfers between related parties. Please contact our transfer agent, Trust Company of America/Gemisys at 1-800-797-6812 for the necessary documents. Please note that the General Partner does not charge a fee in connection with any kind of transfer of Partnership units. Partnership Financing and Investor Returns As previously reported, the mortgage debt was successfully refinanced on February 2, 1998 with a third party lender. The Partnership's debt now consists of a $164 million mortgage loan which bears interest at a fixed rate of 7.4% for a 12-year term. The mortgage loan requires payments of principal and interest based upon a 25-year amortization schedule. In conjunction with the Merger, on December 31, 1997, the General Partner made an initial capital contribution of $6 million to the Partnership. On January 30, 1998, the General Partner contributed an additional $69 million. In return for such additional capital contributions, the General Partner surrendered its then existing Class B interest on distributions and received a new Class B limited partnership interest in the Partnership entitling the General Partner to a 13.5% cumulative, compounding annual preferred return and priority return of such capital. In February 1998, the Partnership distributed funds to the Class A limited partners of $5,000 per new unit. This distribution represented the excess of the Partnership's reserve after payment of a majority of the transaction costs related to the mortgage debt refinancing. EX-99.4 4 EXHIBIT 99.4 EXHIBIT 99.4 1998 Third Quarter Report Limited Partner Quarterly Update Presented for your review is the 1998 Third Quarter Report for Atlanta Marriott Marquis II Limited Partnership (the "Partnership"). A discussion of the Partnership's performance and hotel operations is included in the attached Form 10-Q, Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations. You are encouraged to review this report in its entirety. If you have any further questions regarding your investment, please contact Host Marriott Partnership Investor Relations at (301) 380-2070. Host Marriott Corporation's Conversion to a Real Estate Investment Trust As publicly announced in April 1998, Host Marriott Corporation ("Host Marriott"), the parent company of the General Partner of the Partnership, has adopted a plan to restructure its business operations so that it will qualify as a real estate investment trust ("REIT") for federal income tax purposes. As part of the REIT conversion, Host Marriott proposes to merge into HMC Merger Corporation (to be renamed "Host Marriott Corporation"), a Maryland corporation ("Host REIT"), and thereafter continue and expand its full-service hotel ownership business. Host REIT will operate through Host Marriott, L.P., a Delaware limited partnership (the "Operating Partnership"), of which Host REIT will be the sole general partner. This is commonly called an "UPREIT" structure and it is used to facilitate tax-deferred acquisitions of properties. In previous correspondence, you were notified that you would be asked to vote on a proposed transaction involving the Merger of this Partnership with a subsidiary of the Operating Partnership. The Prospectus/Consent Solicitation Statement and the Partnership's Supplement which contain detailed information relating to this proposal were mailed to all Limited Partners of record as of September 18, 1998. This is the date set by the General Partner as the record date for determining Limited Partners entitled to vote on the Merger and the related amendments to the partnership agreement. The Prospectus/Consent Solicitation Statement and the Partnership's Supplement should be reviewed as you make your decision to vote. You also received, among other things, a list of Questions and Answers and telephone numbers for assistance. We strongly encourage Limited Partners to consult with their own financial and tax advisors when making their decision on how to vote and which option to choose. It is important that your Partnership Units be voted, regardless of the number of Partnership Units you hold. The solicitation period ends at 5:00 p.m., Eastern time, on December 12, 1998, unless extended. If you have not yet received the Prospectus/Consent Solicitation Statement or if you or your advisors have any questions regarding the Merger, please contact the Information Agent at 1-800-733-8481 extension 445. To speak to a representative of the General Partner or Host Marriott Corporation, please call Partnership Investor Relations at 301-380-2070. Partnership Financing and Investor Returns As previously reported, the mortgage debt was successfully refinanced on February 2, 1998 with a third party lender. The Partnership's debt now consists of a $164 million mortgage loan which bears interest at a fixed rate of 7.4% for a 12-year term. The mortgage loan requires payments of principal and interest based upon a 25-year amortization schedule. In conjunction with the refinancing of the mortgage debt and the reorganization of the Partnership, the General Partner made an initial capital contribution of $6 million to the Partnership on December 31, 1997. On January 30, 1998, the General Partner contributed an additional $69 million. In return for such additional capital contributions, the General Partner surrendered its then existing Class B interest on distributions and received a new Class B limited partnership interest in the Partnership entitling the General Partner to a 13.5% cumulative, compounding annual preferred return and priority return of such capital. In February 1998, the Partnership distributed funds to the Class A limited partners of $5,000 per new unit. This distribution represented the excess of the Partnership's reserve after payment of a majority of the transaction costs related to the mortgage debt refinancing. Estimated 1998 Tax Information As a result of the refinancing in February of 1998, 100% of the taxable income for the year ending December 31, 1998 will be allocated to the Class B limited partner based on its preferred return. Therefore, no taxable income or loss will be allocated to each original Class A limited partner unit for the year ending December 31, 1998. The Partnership's vote on the Merger will have no effect on the allocation of taxable income or loss. The 1998 tax information, used for preparing your Federal and state income tax returns, will be mailed no later than March 15, 1999. To ensure confidentiality, we regret that we are unable to furnish your tax information over the telephone. Unless otherwise instructed, we will mail your tax information to your address as it appears on this report. Therefore, to avoid delays in delivery of this important information, please notify the Partnership in writing of any address changes by January 31, 1999. -----END PRIVACY-ENHANCED MESSAGE-----