-----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, QSmrH+aIzHH2xUH3f28wav/67UcIYgWfkEoDd4Hl5IV3KxhQLwO1Kv9eMK68JAzd fHVJH2q/+K5CEMFmxzvjYQ== /in/edgar/work/0000950130-00-005647/0000950130-00-005647.txt : 20001026 0000950130-00-005647.hdr.sgml : 20001026 ACCESSION NUMBER: 0000950130-00-005647 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20001025 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: 745797 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: 745798 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 #10 TO SCHEDULE TO SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- AMENDMENT NO. 10 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. 10 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 Purchase Offer expired at 11:00 a.m., New York City time, on Tuesday, October 24, 2000. Based on a count by the Claims Administrator, as of 11:00 a.m., New York City time, on Tuesday, October 24, 2000, 1209 Units were validly tendered pursuant to the Purchase Offer, representing approximately 82% of the Units outstanding. In addition, the Partnership and Courtyard by Marriott Limited Partnership ("CBM") received all consents necessary for the consummation of the Settlement and the transactions contemplated thereby, including the Purchase Offer and the Merger. On October 24, 2000, the Court entered an order approving the terms of the Settlement relating to the Partnership and CBM and dismissing the underlying litigation. Pursuant to the Purchase Offer, the Purchaser will accept for payment all of the Units validly tendered pursuant to the Purchase Offer when the Settlement becomes final. Under the Settlement Agreement, the Escrow Agent will be required to distribute to each Unitholder who has validly tendered his or her Units pursuant to the Purchase Offer the Net Settlement Amount for each Unit owned by such Unitholder within seven business days after the date on which the Settlement becomes final. On October 24, 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 October 24, 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 25, 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)(13) Joint Press Release issued on October 25, 2000. EX-99.A.13 2 0002.txt JOINT PRESS RELEASE EXHIBIT (A)(13) CONTACT: TOM MARDER (301) 380-2553 thomas.marder@marriott.com TENDER OFFERS FOR COURTYARD BY MARRIOTT LIMITED PARTNERSHIP AND COURTYARD BY MARRIOTT II LIMITED PARTNERSHIP UNITS EXPIRE; ORDER ENTERED APPROVING SETTLEMENT WASHINGTON, D.C. - Oct. 24, 2000 - Marriott International, Inc. (NYSE:MAR) and Rockledge Hotel Properties, Inc. announced today that the tender offers by CBM I Holdings LLC and CBM II Holdings LLC, wholly owned subsidiaries of a joint venture between Marriott International and Rockledge Hotel Properties, to acquire all outstanding units of limited partnership interest of Courtyard by Marriott Limited Partnership ("Courtyard I") and Courtyard by Marriott II Limited Partnership ("Courtyard II") expired at 11:00 a.m., New York City time, on Tuesday, October 24, 2000. Orders approving the Courtyard I and Courtyard II settlements and dismissing the underlying litigation were entered at a hearing held earlier today. It is anticipated that the purchase offers and the mergers will be consummated on or about November 28, 2000. According to Gemisys Corporation, the claims administrator for the purchase offers, as of 11:00 a.m., New York City time on October 24, approximately 794 Courtyard I units and 1209 Courtyard II units were tendered and not withdrawn pursuant to the purchase offers, representing more than 69% and 82% of the outstanding Courtyard I units and Courtyard II units, respectively. No Courtyard I unit holder elected to opt out of the settlement. The holders of 3 units of Courtyard II elected to opt out of the settlement, out of a total of 1,470 units. Upon consummation of the mergers, CBM I Holdings LLC and CBM II Holdings LLC will acquire all of the remaining units of limited partnership interest of Courtyard I and Courtyard II, respectively. ------------------------------------ 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-----