-----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, Kn76GPFlyKLmmagxSkk7A3a/LM+Wso/2RblEzP6sIFABbkFgS57oZ5iyNB7TqIdZ TW0yNS5n1FK8jNVc6ax2Jg== /in/edgar/work/0000950130-00-005530/0000950130-00-005530.txt : 20001018 0000950130-00-005530.hdr.sgml : 20001018 ACCESSION NUMBER: 0000950130-00-005530 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20001017 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: 741617 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: 741618 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 #8 TO SCHEDULE TO SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- AMENDMENT NO. 8 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. 8 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 (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 (the "Units") 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, the Supplement thereto dated September 25, 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. The information previously provided in response to this Item 4 is hereby amended and supplemented to include the following information: The Purchaser has extended the Purchase Offer to 5:00 p.m., New York City time, on Thursday, October 19, 2000. The Purchase Offer had previously been scheduled to expire at 5:00 p.m., New York City time, on Monday, October 16, 2000. The condition to the Purchase Offer and the Merger that the Courtyard by Marriot Limited Partnership ("CBM I") merger and certain amendments to the CBM I limited partnership agreement be approved by the CBM I unitholders has been satisfied. In addition, holders of less than 10% of the outstanding units of limited partnership interest in CBM I have opted out of the Settlement, satisfying another condition to the Purchase Offer and the Merger. On October 17, 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)(11) 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)(11) Joint Press Release issued on October 17, 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 17, 2000 CBM II HOLDINGS LLC By: CBM Mezzanine Borrower LLC By: CBM Joint Venture LLC By: Rockledge Hotel Properties, Inc. By: /s/ W. Edward Walter ---------------------------------- Name: W. Edward Walter Title: Vice President By: MI CBM Investor LLC By: /s/ Carolyn B. Hanlon ---------------------------------- Name: Carolyn B. Hanlon Title: Manager and Treasurer CBM JOINT VENTURE LLC By: Rockledge Hotel Properties, Inc. By: /s/ W. Edward Walter ---------------------------------- Name: W. Edward Walter 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/ W. Edward Walter --------------------------------------- Name: W. Edward Walter Title: Vice President HOST MARRIOTT CORPORATION By: /s/ W. Edward Walter --------------------------------- Name: W. Edward Walter Title: Executive Vice President HOST MARRIOTT, L.P. By: Host Marriott Corporation By: /s/ W. Edward Walter ---------------------------------- Name: W. Edward Walter Title: Executive Vice President COURTYARD BY MARRIOTT II LIMITED PARTNERSHIP By: CBM Two LLC By: /s/ Donald D. Olinger ---------------------------------- Name: Donald D. Olinger Title: Vice President EXHIBIT INDEX (a)(11) Joint Press Release issued on October 17, 2000. EX-99.A.11 2 0002.txt JOINT PRESS RELEASE EXHIBIT (a)(11) CONTACT: Tom Marder (301) 380-2253 thomas.marder@marriott.com COURTYARD BY MARRIOTT LIMITED PARTNERSHIP UNITHOLDERS APPROVE SETTLEMENT; MARRIOTT INTERNATIONAL AND ROCKLEDGE HOTEL PROPERTIES EXTEND TENDER OFFER UNTIL OCTOBER 19 FOR COURTYARD BY MARRIOTT LIMITED PARTNERSHIP AND COURTYARD BY MARRIOTT II LIMITED PARTNERSHIP WASHINGTON, D.C. - Oct. 17, 2000 - Marriott International, Inc. (NYSE:MAR) and Rockledge Hotel Properties, Inc. announced today that the unitholders of Courtyard by Marriott Limited Partnership ("Courtyard I") have overwhelmingly approved the merger and the amendments to the Courtyard I partnership agreement described in the Purchase Offer and Consent Solicitation previously sent to Courtyard I unitholders. Approximately 75% of the Courtyard I units eligible to vote voted in favor of the merger and the amendments to the partnership agreement. The solicitation period expired at 5:00 p.m., New York City time, on Monday, October 16, 2000. In addition, less than 10% of the Courtyard I unitholders elected to opt out of the settlement class, satisfying one of the few remaining conditions to the offers for units of limited partnership interest of Courtyard I and Courtyard by Marriott II Limited Partnership ("Courtyard II"). CBM I Holdings LLC and CBM II Holdings LLC, wholly owned subsidiaries of a joint venture between Marriott International and Rockledge Hotel Properties, have extended their offers to acquire all outstanding units of limited partnership interest of Courtyard I and Courtyard II to 5:00 p.m., New York City time, on Thursday, October 19, 2000. The offers were previously scheduled to expire at 5:00 p.m., New York City time, on Monday, October 16, 2000. A court hearing to approve the Courtyard I settlement is currently scheduled to be held on October 19, 2000. The fairness of the Courtyard II settlement was approved by the court at a hearing held on Thursday, September 28, 2000. According to Gemisys Corporation, the claims administrator for the purchase offers and consent solicitations, as of 5:00 p.m., New York City time on October 16, approximately 780 Courtyard I units and 1208 Courtyard II units have been tendered and not withdrawn pursuant to the purchase offers, representing more than 67% and 82% of the outstanding Courtyard I units and Courtyard II units, respectively. ------------------------------------- MARRIOTT INTERNATIONAL, INC. (NYSE:MAR) is a leading worldwide hospitality company with over 2,000 operating units in the United States and 57 other countries and territories. Marriott Lodging operates and franchises hotels under the Marriott, Renaissance, Residence Inn, Courtyard, TownePlace Suites, Fairfield Inn, SpringHill Suites and Ramada International brand names; develops and operates vacation ownership resorts under the Marriott, Ritz-Carlton and Horizons brands; operates Marriott Executive Apartments; provides furnished corporate housing through its ExecuStay by Marriott division; and operates conference centers. Other Marriott businesses include senior living communities and services, wholesale food distribution, procurement services, and The Ritz- Carlton Hotel Company LLC. The company is headquartered in Washington, D.C., and has approximately 149,000 employees. In fiscal year 1999, Marriott International reported systemwide sales of $17.7 billion. For more information or reservations, please visit Marriott International's website 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 which 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 website at www.hostmarriott.com. -------------------- COURTYARD BY MARRIOTT LIMITED PARTNERSHIP is a Delaware limited partnership formed in 1986 which owns 50 Courtyard by Marriott hotels located throughout the United States which are managed by a subsidiary of Marriott International, Inc. 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-----