-----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, JIev8CaO028GZYlEWzsFBGrtg4+21QexlbqdexWpViYQJyKciBGu+lIAM1Fj1bPR hLL3vGD0uwC+8YSL0yvsYw== 0000928385-96-000579.txt : 19960517 0000928385-96-000579.hdr.sgml : 19960517 ACCESSION NUMBER: 0000928385-96-000579 CONFORMED SUBMISSION TYPE: SC 13E3/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960515 SROS: NYSE GROUP MEMBERS: HOST MARRIOTT CORP/MD GROUP MEMBERS: MHP II ACQUISITION CORP. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MARRIOTT HOTEL PROPERTIES II LIMITED PARTNERSHIP CENTRAL INDEX KEY: 0000845240 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 521604506 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E3/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45835 FILM NUMBER: 96567282 BUSINESS ADDRESS: STREET 1: 10400 FERNWOOD RD STREET 2: DEPT 908 CITY: BETHESDA STATE: MD ZIP: 20817 BUSINESS PHONE: 301-380-9000 MAIL ADDRESS: STREET 1: 10400 FERNWOOD ROAD STREET 2: DEPT 908 CITY: BETHESDA STATE: MD ZIP: 20817 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HOST MARRIOTT CORP/MD CENTRAL INDEX KEY: 0000314733 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 530085950 STATE OF INCORPORATION: DE FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: SC 13E3/A BUSINESS ADDRESS: STREET 1: 10400 FERNWOOD RD CITY: BETHESDA STATE: MD ZIP: 20817 BUSINESS PHONE: 3013809000 MAIL ADDRESS: STREET 1: 10400 FERNWOOD RD CITY: BETHESDA STATE: MD ZIP: 20817 FORMER COMPANY: FORMER CONFORMED NAME: HOST MARRIOTT CORP DATE OF NAME CHANGE: 19931108 FORMER COMPANY: FORMER CONFORMED NAME: MARRIOTT CORP DATE OF NAME CHANGE: 19920703 SC 13E3/A 1 SCHEDULE 13E-3/A ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________ SCHEDULE 13E-3/A (Amendment No. 1) RULE 13e-3 TRANSACTION STATEMENT (Pursuant to Section 13(e) of the Securities Exchange Act of 1934) MARRIOTT HOTEL PROPERTIES II LIMITED PARTNERSHIP (Name of Issuer) MHP II ACQUISITION CORP. HOST MARRIOTT CORPORATION (Name of Person(s) Filing Statement) Units of Limited Partnership Interest (Title of Class of Securities) None (CUSIP Number of Class of Securities) _________________ Christopher G. Townsend, Esq. J. Warren Gorrell, Jr., Esq. MHP II Acquisition Corp. Peter J. Romeo, Esq. Host Marriott Corporation Hogan & Hartson L.L.P. 10400 Fernwood Road 555 13th Street, N.W. Bethesda, MD 20817 Washington, D.C. 20004-1109 (301) 380-9000 (202) 637-5600 (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications on Behalf of Persons Filing Statement) This statement is filed in connection with (check the appropriate box): a. [_] The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the Securities Exchange Act of 1934. b. [_] The filing of a registration statement under the Securities Act of 1933. c. [x] A tender offer. d. [_] None of the above. Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies. [_]
Calculation of Filing Fee - -------------------------------------------------------------------------------- Transaction Valuation (1) Amount of Filing Fee (1) $92,500,000 $18,500 - --------------------------------------------------------------------------------
(1) Determined in accordance with Rule 0-11(d) of the Securities Exchange Act of 1934. The fee was computed on the basis of the purchase of 740 units of limited partnership interest in the Subject Company at $125,000 cash per unit. [X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of Filing. Amount Previously Paid: $18,500 Form or Registration No.: Schedule 14D-1 Filing Parties: MHP II Acquisition Corp. and Host Marriott Corporation Date Filed: April 18, 1996 Exhibit Index is on page 3. ================================================================================ CROSS REFERENCE SHEET --------------------- The following cross reference sheet is being supplied pursuant to General Instruction F to Schedule 13E-3 and shows the location in the Schedule 14D-1/A filed by MHP II Acquisition Corp. and Host Marriott Corporation with the Securities and Exchange Commission on the date hereof, of the information required to be included in response to the items of this statement. The information in the Schedule 14D-1/A, which is attached hereto as Exhibit (17)(d)(2), is hereby expressly incorporated herein by reference and the responses to each item are qualified in their entirety by the provisions of the Schedule 14D-1/A.
Item in Where Located in Schedule 13E-3/A Schedule 14D-1/A - ---------------- ---------------- Item 4(a)............................ Amendment to Offer to Purchase Item 16.............................. Amendment to Offer to Purchase Item 17.............................. Amendment to Offer to Purchase
MHP II Acquisition Corp., a Delaware corporation (the "Purchaser") and wholly owned indirect subsidiary of Host Marriott Corporation, a Delaware corporation ("Parent"), hereby amends and supplements its Rule 13e-3 Transaction Statement on Schedule 13E-3 ( the "Statement"), originally filed on April 18, 1996, with respect to the Purchaser's offer to purchase all outstanding units of limited partnership interest (the "Units") of Marriott Hotel Properties II Limited Partnership, a Delaware limited partnership (the "Partnership"), at a price of $125,000 per Unit, net to the seller in cash without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase dated April 18, 1996 ( the "Offer to Purchase"), and the related Letter of Transmittal including supplements thereto, copies of which are attached as Exhibits (a)(1) and (a)(2) to the Schedule 14D-1 (collectively with all other exhibits, the "Schedule 14D-1") filed by Purchaser and Parent with the Securities and Exchange Commission (the "Commission") on April 18, 1996, as supplemented by an Amendment to Offer to Purchase dated May 15, 1996 (the "Amendment to Offer to Purchase"), a copy of which is attached as Exhibit (a)(7) to the Schedule 14D-1/A (collectively with all other exhibits, the "Schedule 14D-1/A") filed by the Purchaser and Parent with the Commission on the date hereof. Terms not defined herein have the meanings set forth in the Schedule 13E-3. Item 4. Terms of the Transaction ------------------------ (a) The information set forth in the Offer to Purchase under the headings "Introduction," "Summary," "Special Considerations," "Special Factors-- Determination of Offer Price," "--Purpose of the Offer," "--Plans for the Partnership; Certain Effects of the Offer," "--Interests of Certain Persons" and "The Tender Offer" and in the Amendment to Offer to Purchase is incorporated herein by reference. Item 16. Additional Information ---------------------- All information set forth in the Schedule 14D-1 and exhibits thereto and Schedule 14D-1/A and exhibits thereto which is not otherwise incorporated in this Statement by reference is hereby incorporated herein by reference. Item 17. Material to be Filed as Exhibits -------------------------------- (d)(2) Schedule 14D-1/A SIGNATURES After due inquiry, and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. MHP II ACQUISITION CORP. Dated: May 15, 1996 By: /s/ Christopher J. Nassetta ---------------------------------------- Christopher J. Nassetta President and Chief Operating Officer HOST MARRIOTT CORPORATION Dated: May 15, 1996 By: /s/ Christopher G. Townsend ---------------------------------------- Christopher G. Townsend Senior Vice President, Deputy General Counsel and Corporate Secretary 2 Exhibit Index ------------- Exhibit No. Page No. - ----------- -------- 17(d)(2) Schedule 14D-1/A 4 3 EX-17.D.2 2 EXHIBIT 17(D)(2) ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________ SCHEDULE 14D-1/A (Amendment No. 1) Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 MARRIOTT HOTEL PROPERTIES II LIMITED PARTNERSHIP (Name of Subject Company) MHP II ACQUISITION CORP. HOST MARRIOTT CORPORATION (Bidders) Units of Limited Partnership Interest (Title of Class of Securities) None (CUSIP Number of Class of Securities) _________________ Christopher G. Townsend, Esq. J. Warren Gorrell, Jr., Esq. MHP II Acquisition Corp. Peter J. Romeo, Esq. Host Marriott Corporation Hogan & Hartson L.L.P. 10400 Fernwood Road 555 13th Street, N.W. Bethesda, MD 20817 Washington, D.C. 20004-1109 (301) 380-9000 (202) 637-5600 (Name, address and telephone number of persons authorized to receive notices and communications on behalf of Bidders) ------------------------------------
Calculation of Filing Fee - -------------------------------------------------------------------------------- Transaction Valuation (1) Amount of Filing Fee (1) $92,500,000 $18,500 - --------------------------------------------------------------------------------
(1) Determined in accordance with Rule 0-11(d) of the Securities Exchange Act of 1934. The fee was computed on the basis of the purchase of 740 units of limited partnership interest in the Subject Company at $125,000 cash per unit. [X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. Amount Previously Paid: $18,500 Form or Registration No.: Schedule 14D-1 Filing Parties: MHP II Acquisition Corp. and Host Marriott Corporation Date Filed: April 18, 1996 Exhibit Index is on page 5. ================================================================================ MHP II Acquisition Corp., a Delaware corporation (the "Purchaser") and wholly owned indirect subsidiary of Host Marriott Corporation, a Delaware corporation ("Parent"), hereby amends and supplements its Tender Offer Statement on Schedule 14D-1, originally filed on April 18, 1996, with respect to the Purchaser's offer to purchase all outstanding units of limited partnership interest (the "Units") in Marriott Hotel Properties II Limited Partnership, a Delaware limited partnership (the "Partnership"), at a price of $125,000 per Unit, net to the seller in cash without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase dated April 18, 1996 ( the "Offer to Purchase"), and in the related Letter of Transmittal, which collectively constitute the "Offer." The Offer hereby is amended by the information set forth in the amendment to the Offer to Purchase annexed hereto as Exhibit (a)(7) (the "Amendment to Offer to Purchase"), which is incorporated herein by reference. Terms not defined herein have the meanings set forth in the Schedule 14D-1. Item 10. Additional Information to be Furnished -------------------------------------- (e) On April 24, 1996, in Delaware State Chancery Court, Cary W. Salter, Jr., a limited partner of the Partnership, filed a lawsuit against the Purchaser, Parent, the Partnership, the General Partner and the directors of the General Partner, alleging, among other things, that the defendants have violated their fiduciary duties to the Partnership's Unitholders in making the Offer. The complaint seeks, among other things, certification as a class-action, to enjoin the defendants from consummating the Offer and damages. A separate lawsuit was filed on May 3, 1996 in Delaware State Chancery Court against the Purchaser, Parent, the General Partner and the directors of the General Partner, as defendants, and the Partnership, as a nominal defendant, by MacKenzie Patterson Special Fund 2, L.P. and George Wasserman, each a limited partner of the Partnership. The complaint makes similar allegations to those made in the Salter lawsuit and also seeks, among other things, certification as a class action, to enjoin the Offer and the related proposed amendments to the Partnership Agreement and damages. The plaintiffs have moved to consolidate these two actions. On May 10, 1996, in the Circuit Court of the Fifteenth Judicial Circuit in and for Palm Beach County, Florida, The Sylvia Bernice Rosenblum Trust, a limited partner of the Partnership, also filed a lawsuit against the same defendants as in the MacKenzie Patterson lawsuit and Marriott International, Inc., alleging, among other things, that the defendants have violated their fiduciary duties and seeking relief similar to the above- referenced actions. With respect to each of the aforementioned lawsuits, Parent and the Purchaser believe that these actions are without merit and intend to vigorously defend themselves as to all claims brought against them. (f) The information set forth in the Offer to Purchase and the Letter of Transmittal annexed to the Schedule 14D-1 filed by the Purchaser and Parent on April 18, 1996 as Exhibits (a)(1) and (a)(2), respectively, and the Amendment to Offer to Purchase annexed hereto as Exhibit (a)(7) is incorporated herein by reference in its entirety. -2- Item 11. Material to be Filed as Exhibits -------------------------------- (a)(7) Amendment to Offer to Purchase, dated May 15, 1996 -3- SIGNATURES After due inquiry, and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. MHP II ACQUISITION CORP. Dated: May 15, 1996 By: /s/ Christopher J. Nassetta ----------------------------- Christopher J. Nassetta President and Chief Operating Officer HOST MARRIOTT CORPORATION Dated: May 15, 1996 By: /s/ Christopher G. Townsend ----------------------------- Christopher G. Townsend Senior Vice President, Deputy General Counsel and Corporate Secretary -4- Exhibit Index ------------- Exhibit No. Page No. - ----------- -------- (a)(7) Amendment to Offer to Purchase, dated May 15, 1996 6 -5- MHP II ACQUISITION CORP. May 15, 1996 Re: Tender Offer for Units of Marriott Hotel Properties II Limited Partnership Dear Unitholder: MHP II Acquisition Corp. (the "Purchaser") is extending its Offer to purchase your units of limited partnership ("Units") in Marriott Hotel Properties II Limited Partnership (the "Partnership") at a net cash price per Unit of $125,000. Our Offer was originally sent to you on April 18, 1996 (the "Offer to Purchase") and was originally set to expire on May 15, 1996. Unless otherwise defined herein, capitalized terms in this letter have the same meaning as in the Offer to Purchase. The amended terms of the Offer set forth below (the "Amendment") supplement and should be read in conjunction with the Offer to Purchase, which, except to the extent modified by this letter, is incorporated herein by reference. THE AMENDMENT OFFER EXTENDED TO WEDNESDAY, JUNE 13, 1996. The Purchaser's Offer hereby is amended to extend the period of time for which the Offer is open until 12:00 midnight, New York City time, on Wednesday, June 13, 1996. The Purchaser will continue to have the discretion to extend the Offer further. See "The Tender Offer--Section 1--Terms of the Offer." As of May 14, 1996, 220.5 Units had been validly tendered pursuant to the Offer. In order to tender your Units pursuant to the Offer, a properly completed and duly executed Letter of Transmittal (or facsimile thereof) with any required signature guarantees and any other documents required by the Letter of Transmittal must be received by the Depositary at its address set forth on the back cover of the Offer to Purchase on or prior to the Expiration Date, as amended by this letter. See "The Tender Offer--Section 3--Procedures for Accepting the Offer and Tendering Units." Additional copies of the Offer to Purchase, the Letter of Transmittal and other tender offer materials may be obtained from the Information Agent, MacKenzie Partners, Inc., 156 Fifth Avenue, New York, New York 10010, phone: (212) 929-5500 or (800) 322-2885. Other Information On April 24, 1996, in Delaware State Chancery Court, Cary W. Salter, Jr., a limited partner of the Partnership, filed a lawsuit against the Partnership, the Purchaser, Host Marriott Corporation, the General Partner and the directors of the General Partner, alleging, among other things, that the defendants have violated their fiduciary duties. The complaint seeks, among other things, certification as a class action, to enjoin the Offer and damages. In a separate lawsuit filed May 3, 1996 in the Delaware State Chancery Court, MacKenzie Patterson Special Fund 2 L.P. and George Wasserman, each a limited partner of the Partnership, have filed a similar lawsuit seeking similar relief. Plaintiffs have moved to consolidate these two actions. On May 10, 1996, in the Circuit Court of the Fifteenth Judicial Circuit in and for Palm Beach County, Florida, The Sylvia Bernice Rosenblum Trust, a limited partner of the Partnership, also filed a similar action seeking similar relief against the above mentioned parties and Marriott International, Inc. The General Partner and the other defendants believe that these actions are without merit and will contest them vigorously. * * * * * If you have any questions about the Offer, or need help in completing the Letter of Transmittal, please call the Information Agent. Please note that there is no relationship between the Information Agent and MacKenzie Patterson, Inc., a limited partner of the Partnership. If you have any questions regarding Partnership operations, please call Host Marriott Investor Relations at (301) 380-2070. We thank you for your consideration and prompt attention to the Offer. Very truly yours, MHP II Acquisition Corp. By: Christopher J. Nassetta President -----END PRIVACY-ENHANCED MESSAGE-----