-----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, Ew7vxKHmglSgAxfQAiqa3hk496y2nPKhVtdIab99nrUHxEabnZCleZtqUYrwJEGQ ELcAEd5oawjIum70gfZuFA== 0000928385-97-000071.txt : 19970117 0000928385-97-000071.hdr.sgml : 19970117 ACCESSION NUMBER: 0000928385-97-000071 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970116 SROS: NONE GROUP MEMBERS: HOST MARRIOTT CORP/MD GROUP MEMBERS: MHP ACQUISITION CORP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MARRIOTT HOTEL PROPERTIES LTD PARTNERSHIP CENTRAL INDEX KEY: 0000784711 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 521436985 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47421 FILM NUMBER: 97506830 BUSINESS ADDRESS: STREET 1: 10400 FERNWOOD RD CITY: BETHESDA STATE: MD ZIP: 20058 BUSINESS PHONE: 3013809000 MAIL ADDRESS: STREET 1: 10400 FERNWOOD RD 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 14D1/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 14D1/A 1 AMENDMENT NO. 3 TO SCHEDULE 14D-1 --------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------- SCHEDULE 14D-1/A Amendment No. 3 (Final Amendment) Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 and Schedule 13D under the Securities Exchange Act of 1934 MARRIOTT HOTEL PROPERTIES LIMITED PARTNERSHIP (Name of Subject Company) MHP ACQUISITION CORP. HOST MARRIOTT CORPORATION (Bidders) Units of Limited Partnership Interest (Title of Class of Securities) None (CUSIP Number of Class of Securities) --------- Christopher J. Nassetta J. Warren Gorrell, Jr., Esq. MHP Acquisition Corp. Joseph G. Connolly Jr., 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) ------------------ CUSIP No. (NONE) Page 2 of Pages ------------ 1. NAMES OF REPORTING PERSONS; S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Host Marriott Corporation I.R.S. Identification No. 53-0085950 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) [ ] (a) [ ] (b) - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCES OF FUNDS (SEE INSTRUCTIONS) WC - -------------------------------------------------------------------------------- 5.[_] CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f) - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 474.75 Units - -------------------------------------------------------------------------------- 8. [_] CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) - -------------------------------------------------------------------------------- 9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 47.5% - -------------------------------------------------------------------------------- 10. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO - -------------------------------------------------------------------------------- -2- CUSIP No. (NONE) Page 3 of Pages ------------ 1. NAMES OF REPORTING PERSONS; S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON MHP Acquisition Corp. I.R.S. Identification No. 52-2002254 ------------ - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) [ ] (a) [ ] (b) - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCES OF FUNDS (SEE INSTRUCTIONS) OO - -------------------------------------------------------------------------------- 5.[_] CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f) - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 464.25 Units - -------------------------------------------------------------------------------- 8. [_] CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) - -------------------------------------------------------------------------------- 9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 46.4% - -------------------------------------------------------------------------------- 10. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO - -------------------------------------------------------------------------------- -3- This Amendment No. 3 is the Final Amendment to the Tender Offer Statement on Schedule 14D-1 relating to the offer by MHP Acquisition Corp., a Delaware corporation (the "Purchaser") and wholly owned direct subsidiary of Host Marriott Corporation, a Delaware corporation (the "Parent"), to purchase 450 outstanding units of limited partnership interest (the "Units") in Marriott Hotel Properties Limited Partnership, a Delaware limited partnership (the "Partnership"), at a price of $80,000 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 November 19, 1996 (the "Offer to Purchase"), and the related Letter of Transmittal, as amended and supplemented by the First Amendment Letter and the Second Amendment Letter. Capitalized terms used in this Final Amendment and not otherwise defined herein shall have the meanings set forth in the Offer to Purchase, as amended and related Letter of Transmittal. This Final Amendment also serves as the initial filing of Schedule 13D under the Exchange Act for the Purchaser and Parent. The Offer to Purchase expired on January 14, 1997 at 6:00 P.M. New York City time. At the expiration of the Offer, 464.25 Units (representing approximately 46.4% of the outstanding Units) had been tendered pursuant to the Offer. The Purchaser has notified the Depository that it has accepted for payment all 464.25 Units tendered. As a result of the acceptance for payment of the 464.25 Units, Parent will beneficially own a total of 474.75 Units representing 47.5% of the outstanding Units. -2- Item 6. Interest in Securities of the Subject Company Items 6(a) and (b) are hereby amended as follows: The Purchaser has notified the Depositary that it has accepted for payment all 464.25 Units tendered pursuant to the Offer (representing approximately 46.4% of the outstanding Units). As a result of the acceptance for payment of the 464.25 Units, Parent will beneficially own a total of 474.75 Units, representing approximately 47.5% of the outstanding Units. Item 11. Material to be Filed as Exhibits -------------------------------- (a)(1) Offer to Purchase, dated November 19, 1996* (a)(2) Letter of Transmittal* (a)(3) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9* (a)(4) Form of Letter from General Partner to Unitholders with attached Question and Answer Brochure* (a)(4)(i) Form of Supplemental Question and Answer Brochure * (a)(5) First Amendment Letter * (a)(5)(i) Second Amendment Letter * (a)(6) Press Release dated December 23, 1996 * (a)(7) Press Release dated January 15, 1997 (b)-(f) Not applicable - -------------- * Previously Filed -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 ACQUISITION CORP. Dated: January 15, 1997 By: /s/ Christopher J. Nassetta -------------------- ---------------------------- Name: Christopher J. Nassetta Title: President HOST MARRIOTT CORPORATION Dated: January 15, 1997 By: /s/ Christopher J. Nassetta ------------------ ---------------------------- Name: Christopher J. Nassetta Title: Executive Vice President -4- EX-99.A7 2 PRESS RELEASE DATED 1/15/97 [LETTERHEAD OF HOST MARRIOTT CORPORATION APPEARS HERE] Exhibit (a)(7) HOST MARRIOTT SUCCESSFULLY COMPLETES TENDER OFFER FOR LIMITED PARTNERSHIP UNITS BETHESDA, MD, January 15, 1997 -- Host Marriott Corporation today announced it has successfully completed its tender offer for limited partnership units in Marriott Hotel Properties Limited Partnership (MHP). The offering, which was oversubscribed, will result in the company's purchase of 464.25 units or 46.4% of the limited partnership units for aggregate consideration of $37,140,000 or $80,000 per unit. Combined with its prior ownership position, the Company now indirectly owns through affiliates, 48% of this partnership. An affiliate of the Company serves as the General Partner. Additionally, in a vote held in conjunction with the tender offer, the limited partners approved certain amendments to the partnership agreement that were conditions to the tender offer. The 1996 EBITDA for the two hotels owned by MHP was approximately $52 million. The Partnership has mortgage debt of approximately $231 million which carries a fixed weighted average interest rate of 8.7%. MHP owns two premier destination convention resorts located in Florida. The 1,503 room Marriott Orlando World Center Hotel includes 200,000 square feet of convention/meeting space, nine restaurants or lounges, an 18-hole golf course, four swimming pools and eight tennis courts. MHP also owns a 50.5 percent partnership interest in the 624-room, beach-front Marriott Harbor Beach Resort in Fort Lauderdale, Florida. This hotel includes 30,000 square feet of meeting space, a private beach, eight restaurants or lounges, five tennis courts, and a swimming pool. Both hotels will continue to be managed by Marriott International, Inc. Terence C. Golden, president and chief executive officer, stated, "The successful completion of this exciting transaction represents our fourth partnership acquisition during the past twelve months. We continue to see significant opportunity in this area for Host Marriott to pursue strategic acquisitions at attractive pricing while offering our limited partners an opportunity for liquidity." Host Marriott is a lodging real estate company which currently owns or holds controlling interest in 81 upscale and luxury full-service hotel properties operated primarily under the Marriott and Ritz-Carlton brand names. The company also serves as general partner and holds minority interest in various unconsolidated partnerships that own 251 lodging properties, 31 of which are full service hotels. -----END PRIVACY-ENHANCED MESSAGE-----