-----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, EtdHovO8gcoHkQyxoGY180n4Lrpzjjp4SJjXeeWJul38Q380OXUa+joyzmHrQG/X zaFILyR6Hazb8pOcxMvtoQ== 0000940180-00-001157.txt : 20041008 0000940180-00-001157.hdr.sgml : 20041008 20001208192511 ACCESSION NUMBER: 0000940180-00-001157 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20001211 GROUP MEMBERS: CBM I HOLDINGS LLC GROUP MEMBERS: CBM JOINT VENTURE LLC GROUP MEMBERS: COURTYARD BY MARRIOTT LIMITED PARTNERSHIP GROUP MEMBERS: HOST MARRIOTT CORPORATION GROUP MEMBERS: HOST MARRIOTT, L.P. GROUP MEMBERS: MARRIOTT INTERNATIONAL, INC. GROUP MEMBERS: MI CBM INVESTOR LLC GROUP MEMBERS: ROCKLEDGE HOTEL PROPERTIES, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COURTYARD BY MARRIOTT LIMITED PARTNERSHIP CENTRAL INDEX KEY: 0000813807 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 521468081 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E3/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-54083 FILM NUMBER: 786309 BUSINESS ADDRESS: STREET 1: 10400 FERNWOOD RD CITY: BETHESDA STATE: MD ZIP: 20817 BUSINESS PHONE: 3013802070 MAIL ADDRESS: STREET 1: 10400 FERNWOOD ROAD STREET 2: DEPT. 908 CITY: BETHESDA STATE: MD ZIP: 20817 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COURTYARD BY MARRIOTT LIMITED PARTNERSHIP CENTRAL INDEX KEY: 0000813807 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 521468081 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-54083 FILM NUMBER: 786310 BUSINESS ADDRESS: STREET 1: 10400 FERNWOOD RD CITY: BETHESDA STATE: MD ZIP: 20817 BUSINESS PHONE: 3013802070 MAIL ADDRESS: STREET 1: 10400 FERNWOOD ROAD STREET 2: DEPT. 908 CITY: BETHESDA STATE: MD ZIP: 20817 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COURTYARD BY MARRIOTT LIMITED PARTNERSHIP CENTRAL INDEX KEY: 0000813807 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 521468081 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 10400 FERNWOOD RD CITY: BETHESDA STATE: MD ZIP: 20817 BUSINESS PHONE: 3013802070 MAIL ADDRESS: STREET 1: 10400 FERNWOOD ROAD STREET 2: DEPT. 908 CITY: BETHESDA STATE: MD ZIP: 20817 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COURTYARD BY MARRIOTT LIMITED PARTNERSHIP CENTRAL INDEX KEY: 0000813807 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 521468081 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 10400 FERNWOOD RD CITY: BETHESDA STATE: MD ZIP: 20817 BUSINESS PHONE: 3013802070 MAIL ADDRESS: STREET 1: 10400 FERNWOOD ROAD STREET 2: DEPT. 908 CITY: BETHESDA STATE: MD ZIP: 20817 SC TO-T/A 1 0001.txt AMENDMENT #10 TO SCHEDULE TO SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- AMENDMENT NO. 10 (FINAL AMENDMENT) to SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d) (1) OR 13(e) (1) OF THE SECURITIES EXCHANGE ACT OF 1934 Courtyard by Marriott Limited Partnership (Name of Subject Company) CBM I Holdings LLC CBM Joint Venture LLC Marriott International, Inc. MI CBM Investor LLC Rockledge Hotel Properties, Inc. Host Marriott Corporation Host Marriott, L.P. (Names of Offerors and Other Persons) Units of limited partnership interests (Title of Class of Securities) None (CUSIP Number of Class of Securities) W. Edward Walter Ward R. Cooper Rockledge Hotel Properties, Inc. Marriott International, Inc. 10400 Fernwood Road Dept. 52/923.23 Bethesda, Maryland 20817 10400 Fernwood Road (301) 380-9000 Bethesda, Maryland 20817 (301) 380-3000
(Name, Address and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) ----------------- Copies to: J. Warren Gorrell, Jr. David G. Pommerening Bruce W. Gilchrist O'Melveny & Myers LLP Hogan & Hartson LLP Columbia Square, 555 Thirteenth Street, N.W. Columbia Square, 555 Thirteenth Street, N.W. Washington, D.C. 20004-1109 Washington, D.C. 20004-1109 (202) 383-5300 (202) 637-5600
[ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [X] third-party tender offer subject to Rule 14d-1. [ ] issuer tender offer subject to Rule 13e-4. [X] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [X] TENDER OFFER This Amendment No. 10 to the Tender Offer Statement on Schedule TO, constituting the final amendment, amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on May 18, 2000, as amended (as so amended, the "Schedule TO") in connection with an offer by CBM I Holdings LLC, a Delaware limited liability company (the "Purchaser") and an indirect, wholly owned subsidiary of CBM Joint Venture LLC (the "Joint Venture"), a Delaware limited liability company that is a joint venture among MI CBM Investor LLC, a Delaware limited liability company and a wholly owned indirect subsidiary of Marriott International, Inc., a Delaware corporation ("Marriott International"), Host Marriott, L.P., a Delaware limited partnership and Rockledge Hotel Properties, Inc., a Delaware corporation ("Rockledge") (through wholly owned subsidiaries), to purchase (the "Purchase Offer") all outstanding units of limited partnership interest (the "Units") in Courtyard by Marriott Limited Partnership, a Delaware limited partnership (the "Partnership"), other than Units owned by the Partnership's general partner, for $134,130 per Unit in cash (or a pro rata portion thereof), or a net amount per Unit of $133,500 after payment of court-awarded attorneys' fees and expenses, upon the terms and subject to the conditions set forth in the Purchase Offer and Consent Solicitation dated August 7, 2000, the Supplement thereto dated September 26, 2000 and the related Proof of Claim, Assignment and Release (collectively, the "Purchase Offer and Consent Solicitation"). Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Purchase Offer and Consent Solicitation. ITEMS 6 AND 8. The information previously provided in response to these Items 6 and 8 is hereby amended and supplemented by adding to the end thereof the following: The judgement order of the Court approving the Settlement has become Final (as such term is defined in the Settlement Agreement) and the Purchaser has given notice to the Claims Administrator that the "Effective Date" under the Settlement Agreement has occurred. As a result, all of the conditions to the Purchase Offer and the Merger, as set forth in the Purchase Offer and the Consent Solicitation, have been satisfied. Pursuant to the Purchase Offer, the Purchaser has accepted for payment all of the Units validly tendered on or prior to the Expiration Date and not validly withdrawn according to the terms of the Purchase Offer. Based on information provided by the Claims Administrator, approximately 938 Units were validly tendered on or prior to the Expiration Date and not validly withdrawn, representing approximately 82% of the outstanding Units. Immediately following the consummation of the Purchase Offer, Merger Sub was merged with and into the Partnership pursuant to the Agreement and Plan of Merger by and among the Joint Venture, Merger Sub and the Partnership. At the effective time of the Merger, each issued and outstanding Unit of the Partnership (other than Units held by the General Partner and the Purchaser) was converted into the right to receive the same consideration per Unit as will be paid to Unitholders who tendered their Units in the Purchase Offer. On December 8, 2000, Marriott International and Rockledge issued a joint press release with respect to the foregoing matters. A copy of this joint press release is attached hereto as Exhibit (a)(13) and is incorporated herein by reference. ITEM 12. MATERIALS TO BE FILED AS EXHIBITS, INCLUDING MATERIALS TO BE FILED PURSUANT TO SCHEDULE 13E-3. Information previously provided in response to this Item 12 is hereby amended and supplemented to include the following exhibits: (a) (13) Joint Press Release issued on December 8, 2000 SIGNATURES After due inquiry and to the best knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct. Date: December 8, 2000 CBM I HOLDINGS LLC By: /s/ C.G. Townsend ----------------------------------- Name: C.G. Townsend Title: Executive Vice President CBM JOINT VENTURE LLC By: Rockledge CBM Investor II LLC, its Manager By: /s/ C.G. Townsend ------------------------------- Name: C.G. Townsend Title: Executive Vice President MARRIOTT INTERNATIONAL, INC. By: /s/ Carolyn B. Handlon ------------------------------ Name: Carolyn B. Handlon Title: Vice President and Treasurer MI CBM INVESTOR LLC By: /s/ Carolyn B. Handlon ------------------------------- Name: Carolyn B. Handlon Title: Manager and Treasurer ROCKLEDGE HOTEL PROPERTIES, INC. By: /s/ C.G. Townsend ------------------------------- Name: C.G. Townsend Title: Vice President HOST MARRIOTT CORPORATION By: /s/ C.G. Townsend ------------------------------- Name: C.G. Townsend Title: Senior Vice President HOST MARRIOTT, L.P. By: Host Marriott Corporation, its Sole General Partner By: /s/ C.G. Townsend ------------------------------- Name: C.G. Townsend Title: Senior Vice President COURTYARD BY MARRIOTT LIMITED PARTNERSHIP By: CBM One LLC, its Sole Partner By: /s/ C.G. Townsend ------------------------------- Name: C.G. Townsend Title: Executive Vice President EXHIBIT INDEX (a) (13) Joint Press Release issued on December 8, 2000. EX-99.A.13 2 0002.txt JOINT PRESS RELEASE CONTACT: Tom Marder (301) 380-2253 thomas.marder@marriott.com SETTLEMENT OF LITIGATION INVOLVING COURTYARD BY MARRIOTT LIMITED PARTNERSHIP AND COURTYARD BY MARRIOTT II LIMITED PARTNERSHIP BECOMES FINAL; ACQUISITION OF COURTYARD BY MARRIOTT LIMITED PARTNERSHIP AND COURTYARD BY MARRIOTT II LIMITED PARTNERSHIP SUCCESSFULLY COMPLETED WASHINGTON, D.C. - Dec. 8, 2000 - Marriott International, Inc. (NYSE:MAR) and Rockledge Hotel Properties, Inc. announced today that the previously announced settlement of lawsuits brought by and on behalf of limited partners in Courtyard by Marriott Limited Partnership ("Courtyard I") and Courtyard by Marriott II Limited Partnership ("Courtyard II") has become final. Pursuant to the settlement, CBM I Holdings LLC and CBM II Holdings LLC, wholly owned subsidiaries of a joint venture between Marriott International, Rockledge Hotel Properties and Host Marriott, L.P., previously launched tender offers to acquire all outstanding units of limited partnership interest of Courtyard I and Courtyard II. The tender offers were successfully completed earlier today when CBM I Holdings LLC and CBM II Holdings LLC accepted for payment all units of limited partnership interest of Courtyard I and Courtyard II, respectively, that were validly tendered prior to the expiration of the offers and not withdrawn prior to midnight on Thursday, December 7, 2000. According to Gemisys Corporation, the claims administrator for the tender offers, approximately 938 Courtyard I units and 1,254 Courtyard II units were acquired pursuant to the tender offers, representing approximately 82% and 85% of the then outstanding Courtyard I units and Courtyard II units, respectively. The remaining Courtyard I and Courtyard II units were acquired in mergers in which each remaining unit held by a unitholder who did not elect to opt out of the settlement was converted into the right to receive the same amount per unit as will be paid to unitholders who tendered their units in the tender offers. The units held by the holders of the 3 Courtyard II units that elected to opt out of the settlement were converted into the right to receive the appraised value of such units, calculated as set forth in the Purchase Offer and Consent Solicitation documents previously sent to unitholders. No holders of Courtyard I units elected to opt out of the settlement. ------------------------------------- MARRIOTT INTERNATIONAL, INC. (NYSE:MAR) is a leading worldwide hospitality company with over 2,000 operating units in the United States and 58 other countries and territories. The company is headquartered in Washington, D.C., and has approximately 151,000 employees. ROCKLEDGE HOTEL PROPERTIES INC. is a Delaware corporation formed in connection with Host Marriott Corporation's (NYSE: HMT) reorganization of its business operations to qualify as a "real estate investment trust," or REIT, for federal income tax purposes. # # # -----END PRIVACY-ENHANCED MESSAGE-----