SC TO-T/A 1 0001.txt AMENDMENT NO. 5 TO SCHEDULE TO SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _____________ AMENDMENT NO. 5 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 II Limited Partnership (Name of Subject Company) CBM II 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: [_] TENDER OFFER This Amendment No. 5 to the Tender Offer Statement on Schedule TO amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on May 11, 2000 (as amended, the "Schedule TO") in connection with an offer by CBM II 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 between MI CBM Investor LLC ("MI Investor"), a Delaware limited liability company and a wholly owned indirect subsidiary of Marriott International, Inc., a Delaware corporation ("Marriott International"), and Rockledge Hotel Properties, Inc., a Delaware corporation ("Rockledge"), to purchase (the "Purchase Offer") all outstanding units of limited partnership interest in Courtyard by Marriott II Limited Partnership, a Delaware limited partnership (the "Partnership") other than units owned by the general partner, at $ 147,959 per unit, or a net amount per unit of approximately $119,000 after payment of court-awarded attorneys' fees and expenses (or a pro rata portion thereof) in cash, upon the terms and subject to the conditions set forth in the Purchase Offer and Consent Solicitation dated August 7, 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. ITEM 4. TERMS OF THE TRANSACTION. Item 4 of the Schedule TO is hereby amended and supplemented to include the following information: On September 18, 2000, Marriott International and Rockledge issued a joint press release announcing the extension of the Purchase Offer to 12:00 midnight, New York City time, on Friday, September 22, 2000. The Purchase Offer had previously been scheduled to expire at 12:00 midnight, New York City time, on Friday, September 15, 2000. A copy of the joint press release issued by Marriott International and Rockledge with respect to the foregoing is attached hereto as Exhibit (a)(7) and is incorporated herein by reference. ITEM 12. MATERIALS TO BE FILED AS EXHIBITS, INCLUDING MATERIALS TO BE FILED PURSUANT TO SCHEDULE 13E-3. Item 12 of the Schedule TO is hereby amended and supplemented to include the following information: (a)(7) Joint Press Release issued on September 18, 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: September 18, 2000 CBM II HOLDINGS LLC By: CBM Mezzanine Borrower LLC By: CBM Joint Venture LLC By: Rockledge Hotel Properties, Inc. By: /s/ C. G. Townsend ------------------------ Name: C.G. Townsend Title: Vice President By: MI CBM Investor LLC By: /s/ C.B. Handlon ------------------------ Name: Carolyn B. Handlon Title: Manager and Treasurer CBM JOINT VENTURE LLC By: Rockledge Hotel Properties, Inc. By: /s/ C.G. Townsend ------------------------ Name: C.G. Townsend Title: Vice President By: MI CBM Investor LLC By: /s/ C.B. Handlon ------------------------ Name: Carolyn B. Handlon Title: Manager and Treasurer MARRIOTT INTERNATIONAL, INC. By: /s/ C.B. Handlon ------------------------ Name: Carolyn B. Handlon Title: Vice President and Treasurer MI CBM INVESTOR LLC By: /s/ C. 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 By: /s/ C. G. Townsend ------------------------ Name: Christopher G. Townsend Title: Senior Vice President COURTYARD BY MARRIOTT II LIMITED PARTNERSHIP By: CBM Two LLC By: /s/ C. G. Townsend ------------------------ Name: C. G. Townsend Title: Executive Vice President EXHIBIT INDEX (a)(7) Joint Press Release issued on September 18, 2000.