-----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, DeuEZhUhCxiVAEz8D/K+QVyEryT3ZReqmvxknVgUUn+C+xlGaJnQ9YVrN1HP1CkH fPLlC19T9dGbshtBjIYQRg== /in/edgar/work/0000950130-00-005280/0000950130-00-005280.txt : 20001003 0000950130-00-005280.hdr.sgml : 20001003 ACCESSION NUMBER: 0000950130-00-005280 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20001002 GROUP MEMBERS: CBM II HOLDINGS LLC GROUP MEMBERS: CBM JOINT VENTURE LLC GROUP MEMBERS: COURTYARD BY MARRIOTT II LIMITED PARTNERSHIP /DE/ 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 II LIMITED PARTNERSHIP /DE/ CENTRAL INDEX KEY: 0000832179 STANDARD INDUSTRIAL CLASSIFICATION: [7011 ] IRS NUMBER: 521533559 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E3/A SEC ACT: SEC FILE NUMBER: 005-51699 FILM NUMBER: 733543 BUSINESS ADDRESS: STREET 1: 10400 FERNWOOD RD DEPT 908 STREET 2: HOST MARRIOT CORP ASSET MANAGEMENT CITY: BETHESDA STATE: MD ZIP: 20817 BUSINESS PHONE: 3013802070 MAIL ADDRESS: STREET 1: 10400 FERNWOOD RD DEPT 908 STREET 2: HOST MARRIOT CORP ASSET MANAGEMENT CITY: BETHESDA STATE: MD ZIP: 20817 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COURTYARD BY MARRIOTT II LIMITED PARTNERSHIP /DE/ CENTRAL INDEX KEY: 0000832179 STANDARD INDUSTRIAL CLASSIFICATION: [7011 ] IRS NUMBER: 521533559 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: SEC FILE NUMBER: 005-51699 FILM NUMBER: 733544 BUSINESS ADDRESS: STREET 1: 10400 FERNWOOD RD DEPT 908 STREET 2: HOST MARRIOT CORP ASSET MANAGEMENT CITY: BETHESDA STATE: MD ZIP: 20817 BUSINESS PHONE: 3013802070 MAIL ADDRESS: STREET 1: 10400 FERNWOOD RD DEPT 908 STREET 2: HOST MARRIOT CORP ASSET MANAGEMENT CITY: BETHESDA STATE: MD ZIP: 20817 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COURTYARD BY MARRIOTT II LIMITED PARTNERSHIP /DE/ CENTRAL INDEX KEY: 0000832179 STANDARD INDUSTRIAL CLASSIFICATION: [7011 ] IRS NUMBER: 521533559 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 10400 FERNWOOD RD DEPT 908 STREET 2: HOST MARRIOT CORP ASSET MANAGEMENT CITY: BETHESDA STATE: MD ZIP: 20817 BUSINESS PHONE: 3013802070 MAIL ADDRESS: STREET 1: 10400 FERNWOOD RD DEPT 908 STREET 2: HOST MARRIOT CORP ASSET MANAGEMENT CITY: BETHESDA STATE: MD ZIP: 20817 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COURTYARD BY MARRIOTT II LIMITED PARTNERSHIP /DE/ CENTRAL INDEX KEY: 0000832179 STANDARD INDUSTRIAL CLASSIFICATION: [7011 ] IRS NUMBER: 521533559 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 10400 FERNWOOD RD DEPT 908 STREET 2: HOST MARRIOT CORP ASSET MANAGEMENT CITY: BETHESDA STATE: MD ZIP: 20817 BUSINESS PHONE: 3013802070 MAIL ADDRESS: STREET 1: 10400 FERNWOOD RD DEPT 908 STREET 2: HOST MARRIOT CORP ASSET MANAGEMENT CITY: BETHESDA STATE: MD ZIP: 20817 SC TO-T/A 1 0001.txt AMENDMENT #7 TO SCHEDULE TO SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- AMENDMENT NO. 7 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. 7 amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on May 11, 2000, as amended (as so 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 Partnership's general partner, for $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, as supplemented by the Supplement thereto dated September 25, 2000 (as so amended, the "Purchase Offer and Consent Solicitation"), and the related Proof of Claim, Assignment and Release. 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. Information previously provided in response to this Item 4 is hereby amended and supplemented to include the following information: The solicitation period, which is the time during which holders of units of limited partnership interest may vote for or against the merger of a subsidiary of the Purchaser into the Partnership (the "Merger") and certain amendments to the Partnership's partnership agreement (the "Amendments"), as described in detail in the Purchase Offer and Consent Solicitation, expired at 12:00 midnight, New York City time, on Friday, September 29, 2000. The Merger and the Amendments were approved by holders of a majority of the Partnership's outstanding units of limited partnership interest and will be consummated, subject to satisfaction or waiver (if waivable) of the conditions to consummation of the Purchase Offer and the Merger. The fairness of the Settlement relating to the Partnership was approved by the Court at the hearing held on Thursday, September 28, 2000. The Purchaser has extended the Purchase Offer to 5 p.m., New York City time, on Monday, October 16, 2000. The Purchase Offer had previously been scheduled to expire at 12:00 midnight, New York City time, on Friday, September 29, 2000. On October 2, 2000, Marriott International and Rockledge issued a joint press release announcing the extension of the Purchase Offer to 5:00 p.m., New York City time on Monday, October 16, 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)(10) 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 exhibit: (a) (10) Joint Press Release issued on October 2, 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: October 2, 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/ Carolyn 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/ Carolyn B. Handlon --------------------------------------- Name: Carolyn B. Handlon Title: Manager and Treasurer 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 By: /s/ C.G. Townsend --------------------------------------- Name: C. 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) (10) Joint Press Release issued on October 2, 2000. EX-99.A.10 2 0002.txt JOINT PRESS RELEASE CONTACT: Nick Hill Gordon Lambourne (301) 380-7484 (301) 380-1368 nick.hill@marriott.com gordon.lambourne@marriott.com COURTYARD BY MARRIOTT II LIMITED PARTNERSHIP UNITHOLDERS APPROVE SETTLEMENT; MARRIOTT INTERNATIONAL AND ROCKLEDGE HOTEL PROPERTIES EXTEND TENDER OFFER UNTIL OCTOBER 16 WASHINGTON, D.C. - Oct. 2, 2000 - Marriott International, Inc. (NYSE:MAR) and Rockledge Hotel Properties, Inc. announced today that the unitholders of Courtyard by Marriott II Limited Partnership ("Courtyard II") have overwhelmingly approved the merger and the amendments to the Courtyard II partnership agreement described in the Purchase Offer and Consent Solicitation previously sent to unitholders. More than 80% of the Courtyard II units eligible to vote voted in favor of the merger and the amendments to the partnership agreement. The solicitation period expired at midnight, New York City time, on Friday, September 29, 2000. The fairness of the Courtyard II settlement was also approved by the court at the hearing held on Thursday, September 28, 2000. The Courtyard II settlement remains contingent on, among other things, consummation of the settlement relating to Courtyard by Marriott Limited Partnership. CBM II Holdings LLC, a wholly owned subsidiary of a joint venture between Marriott International and Rockledge Hotel Properties, is also extending its offer to acquire all outstanding units of limited partnership interest of Courtyard II to 5 p.m., New York City time, on Monday, October 16, 2000. The offer was previously scheduled to expire at midnight, New York City time, on Friday, September 29, 2000. The unitholders' approval of the merger and each of the amendments to the Courtyard II partnership agreement satisfies one of the few remaining conditions to the tender offer and the merger. According to Gemisys Corporation, the claims administrator for the tender offer, approximately 1,192 Courtyard II units have been tendered and not withdrawn pursuant to the tender offer, representing more than 80% of the outstanding Courtyard II units. ------------------------------------- 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. Marriott operates and franchises hotels under the Marriott, Renaissance, Residence Inn, Courtyard, TownePlace Suites, Fairfield Inn, SpringHill Suites and Ramada International brand names; operates Ritz- Carlton brand hotels through The Ritz-Carlton Hotel Company LLC; develops and operates vacation ownership resorts under the Marriott, Ritz-Carlton Club and Horizons brands; operates executive apartments and conference centers; and provides furnished corporate housing through its ExecuStay by Marriott division. Other Marriott businesses include senior living communities and services, wholesale food distribution, and procurement services. Marriott is headquartered in Washington, D.C., and has approximately 151,000 employees. In fiscal year 1999, Marriott International reported systemwide sales of $17.7 billion. For more information or reservations, please visit our web site at www.marriott.com. - ---------------- 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. Host Marriott Corporation is a lodging real estate company that currently owns or holds controlling interests in 122 upscale and luxury hotel properties primarily operated under premium brands such as Marriott, Ritz- Carlton, Hyatt, Four Seasons, Hilton and Swissotel. Rockledge Hotel Properties and Host Marriott Corporation have their principal offices at 10400 Fernwood Road, Bethesda, Maryland 20817. For further information, please visit Host Marriott Corporation's web site at www.hostmarriott.com. -------------------- COURTYARD BY MARRIOTT II LIMITED PARTNERSHIP is a Delaware limited partnership, formed in 1987, which owns 70 Courtyard by Marriott hotels located throughout the United States that are managed by a subsidiary of Marriott International, Inc. # # # -----END PRIVACY-ENHANCED MESSAGE-----