-----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, UlW9wT3Tv0D9R/gGVbJioJbmuB/EXQNdNbLsWSjd59OzlvE5t2le2udsii7/yEgm +t3mFRdugiOG21uAviGisg== 0000928385-96-000642.txt : 19960525 0000928385-96-000642.hdr.sgml : 19960525 ACCESSION NUMBER: 0000928385-96-000642 CONFORMED SUBMISSION TYPE: SC 13E3/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960524 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: 96572457 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 AMENDMENT NO. 3 TO SCHEDULE 13E-3 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ______________ SCHEDULE 13E-3/A (Amendment No. 3) 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) $111,000,000 $22,200 - -------------------------------------------------------------------------------- (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 $140,000 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. Amounts Previously Paid: $18,500 $3,700 Forms or Registration Nos.: Schedule 14D-1 Schedule 14D-1/A Filing Parties: MHP II Acquisition Corp. MHP Acquisition Corp. and Host Marriott Corporation and Host Marriott Corporation Dates Filed: April 18, 1996 May 23, 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, Amendment No. 3, 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, Amendment No. 3, which is attached hereto as Exhibit (17)(d)(4), 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, Amendment No.3.
Item in Where Located in Schedule 13E-3/A, Amendment No. 3 Schedule 14D-1/A, Amendment No. 3 - --------------------------------- --------------------------------- Item 17.............................. Press Releases
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS -------------------------------- (d)(4) Schedule 14D-1/A (Amendment No. 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 24, 1996 By : /s/ Christopher J. Nassetta ------------------------------- Christopher J. Nassetta President and Chief Operating Officer HOST MARRIOTT CORPORATION Dated: May 24, 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)(4) Schedule 14D-1/A (Amendment No. 3) 4 3 EX-17.D.4 2 EXHIBIT 17(D)(4) EXHIBIT 17(D)(4) 4 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ______________ SCHEDULE 14D-1/A (Amendment No. 3) 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) $111,000,000 $22,200 - ------------------------------------------------------------------------------- (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 $150,000 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. Amounts Previously Paid: $18,500 $3,700 Forms or Registration Nos.: Schedule 14D-1 Schedule 14D-1/A Filing Parties: MHP II Acquisition Corp. and MHP II Acquisition Corp. and Host Marriott Corporation Host Marriott Corporation Date Filed: April 18, 1996 May 23, 1996
EXHIBIT INDEX IS ON PAGE 4. ================================================================================ ITEM 11. MATERIAL TO BE FILED AS EXHIBITS -------------------------------- (a)(9) Press Releases -2- 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 24, 1996 By: /s/ Christopher J. Nassetta ----------------------------- Christopher J. Nassetta President and Chief Operating Officer HOST MARRIOTT CORPORATION Dated: May 24, 1996 By: /s/ Christopher G. Townsend ----------------------------- Christopher G. Townsend Senior Vice President, Deputy General Counsel and Corporate Secretary -3- EXHIBIT INDEX ------------- Exhibit No. Page No. - ----------- -------- (a)(9) Press Releases 5 -4- EXHIBIT (A)(9) -5- HOST MARRIOTT EXTENDS TENDER FOR PARTNERSHIP UNITS BETHESDA, MD, May 24, 1996 -- Host Marriott Corporation today announced that it has increased its offer to purchase up to 100 percent of the limited partnership units of the Marriott Hotel Properties II Limited Partnership (MHP II) from $125,000 per unit to $150,000 per unit or $111,000,000 in total for all 740 limited partnership units not already owned by the company or its affiliates. The tender offer is currently scheduled to expire on Thursday, June 13, 1996. MHP II owns the 1,290-room New Orleans Marriott hotel, the 999-room San Antonio Marriott Rivercenter hotel, the 368-room San Ramon Marriott hotel, and a 50 percent limited partner interest in the 754-room Santa Clara hotel. Host Marriott Corporation is a lodging real estate company which currently owns 64 full service hotel properties primarily under the Marriott brand name. The company also serves as general partner and holds minority interests in various unconsolidated partnerships that own 261 lodging properties, 41 of which are full service hotels. Press Contact: Terry Souers 301/380-1339 -- Investor Relations Contact: Andrea Jacob 301/380-1735 HOST MARRIOTT TENDERS FOR PARTNERSHIP UNITS BETHESDA, MD, April 18, 1996--Host Marriott Corporation today announced that it has commenced an offer to purchase up to 100 percent of the limited partnership units of the Marriott Hotel Properties II Limited Partnership (MHP II) for $125,000 per unit, or $92,500,000 in total for all 740 limited partnership units. MHP II owns the 1,290-room New Orleans Marriott hotel, the 999-room San Antonio Marriott Rivercenter hotel, the 368-room San Ramon Marriott hotel, and a 50 percent limited partner interest in the 754-room Santa Clara Marriott hotel. The company said that the tender offer is subject to a number of conditions, including the tender of a minimum of 50.1 percent of the total units outstanding. The tender offer will expire at 12:00 midnight New York City time on May 15, 1996, unless extended. Tender offer materials are being mailed to the limited partners today. Host Marriott Corporation is a lodging real estate company which currently owns 62 full-service hotel properties operated primarily under the Marriott brand name. The company also serves as general partner and holds minority interests in various unconsolidated partnerships that own 261 lodging properties, 41 of which are full service hotels. Press Contact: Terry Souers 301/380-1339 - Investor Relations Contact: Andrea Jacob 301/380-1735 -----END PRIVACY-ENHANCED MESSAGE-----