-----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, HReYtFiWQ5/dSbXG8KVuGs4e3zEcqJEWzlbK4LjNjyGvRidVVGhtvB6yMNgG34DM I6cQNBGVfJG9ahrSnqv5AQ== 0001047469-99-018476.txt : 19990507 0001047469-99-018476.hdr.sgml : 19990507 ACCESSION NUMBER: 0001047469-99-018476 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990506 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COURTYARD BY MARRIOTT II LIMITED PARTNERSHIP /DE/ CENTRAL INDEX KEY: 0000832179 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 521533559 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-51699 FILM NUMBER: 99612225 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: ARLEN CAPITAL LLC CENTRAL INDEX KEY: 0001036045 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 330580997 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 1650 HOTEL CIRCLE NORTH STREET 2: SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92108 BUSINESS PHONE: 6196862002 MAIL ADDRESS: STREET 1: 1650 HOTEL CIRCLE NORTH STREET 2: SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92108 FORMER COMPANY: FORMER CONFORMED NAME: ARLEN CAPITAL ADVISORS LLC DATE OF NAME CHANGE: 19970319 SC 14D1/A 1 SCHEDULE 14D1/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------- SCHEDULE 14D-1/A TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1 - FINAL AMENDMENT) ------------------------- COURTYARD BY MARRIOTT II LIMITED PARTNERSHIP A DELAWARE LIMITED PARTNERSHIP (NAME OF SUBJECT COMPANY) PALM INVESTORS, LLC A DELAWARE LIMITED LIABILITY COMPANY ARLEN CAPITAL, LLC A CALIFORNIA LIMITED LIABILITY COMPANY (Bidder) UNITS OF LIMITED PARTNERSHIP INTERESTS (TITLE OF CLASS OF SECURITIES) None (CUSIP Number of Class of Securities) Arlen Capital, LLC Don Augustine, Manager 1650 Hotel Circle North - Suite 200 San Diego, California 92108 (619) 686-2002 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidder) With a copy to: Peter R. Pancione, Esq. Gipson Hoffman & Pancione 1901 Avenue of the Stars - Suite 1100 Los Angeles, California 90067 Telephone: (310) 556-4660 Facsimile: (310) 556-8945 ------------------------ Calculation of Filing Fee - ----------------------------------------------------------------------------- - ----------------------------------------------------------------------------- * TRANSACTION VALUATION* AMOUNT OF FILING FEE $1,875,000 $375 - ----------------------------------------------------------------------------- * FOR PURPOSES OF CALCULATING THE FILING FEE ONLY. THIS CALCULATION ASSUMES THE PURCHASE OF 25 UNITS AT A PURCHASE PRICE OF $75,000 PER UNIT IN THE PARTNERSHIP. THE AMOUNT OF THE FILING FEE, CALCULATED IN ACCORDANCE WITH WITH REGULATION 0-11 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, EQUALS 1/50 OF ONE PERCENT OF THE VALUE OF UNITS ASSUMED TO BE PURCHASED. [ ] CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY RULE 0-11(A)(2) AND IDENTIFY THE FILING WITH WHICH THE OFFSETTING FEE WAS PREVIOUSLY PAID. IDENTIFY THE PREVIOUS FILING BY REGISTRATION STATEMENT NUMBER, OR THE FORM OR SCHEDULE AND THE DATE OF ITS FILING. AMOUNT PREVIOUSLY PAID: NOT APPLICABLE FILING PARTY: NOT APPLICABLE FORM OF REGISTRATION NO.: NOT APPLICABLE DATE FILED: NOT APPLICABLE - ----------------------------------------------------------------------------- - ----------------------------------------------------------------------------- Page 1 of 6 ---------------- ------------------- CUSIP NO. NONE Page 2 of 6 Pages ---------------- ------------------- - ------------------------------------------------------------------------------- 1. Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons Palm Investors, LLC - IRS Identification No.: 33-0741043 - ------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) / / (b) / / - ------------------------------------------------------------------------------- 3. SEC Use Only - ------------------------------------------------------------------------------- 4. Sources of Funds (See Instructions) WC - ------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) or 2(f) / / - ------------------------------------------------------------------------------- 6. Citizenship or Place of Organization State of Delaware - ------------------------------------------------------------------------------- 7. Aggregate Amount Beneficially Owned By Each Reporting Person 72.5 - ------------------------------------------------------------------------------- 8. Check if the Aggregate in Row (7) Excludes Certain Units (See Instructions) / / - ------------------------------------------------------------------------------- 9. Percent of Class Represented by Amount in Row (7) Approximately 4.94% - ------------------------------------------------------------------------------- 10. Type of Reporting Persons (See Instructions) OO - ------------------------------------------------------------------------------- Page 2 of 6 ---------------- ------------------- CUSIP NO. NONE Page 3 of 6 Pages ---------------- ------------------- - ------------------------------------------------------------------------------- 1. Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons Arlen Capital, LLC - IRS Identification No: 33-0713478 - ------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) / / (b) / / - ------------------------------------------------------------------------------- 3. SEC Use Only - ------------------------------------------------------------------------------- 4. Sources of Funds (See Instructions) AF - ------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) or 2(f) / / - ------------------------------------------------------------------------------- 6. Citizenship or Place of Organization State of California - ------------------------------------------------------------------------------- 7. Aggregate Amount Beneficially Owned By Each Reporting Person 72.5 Units - ------------------------------------------------------------------------------- 8. Check if the Aggregate in Row (7) Excludes Certain Units (See Instructions) / / - ------------------------------------------------------------------------------- 9. Percent of Class Represented by Amount in Row (7) Approximately 4.94% - ------------------------------------------------------------------------------- 10. Type of Reporting Persons (See Instructions) CO - ------------------------------------------------------------------------------- Page 3 of 6 AMENDMENT NO. 1 TO SCHEDULE 14D-1 This Amendment No. 1 amends the Tender Offer Statement on Schedule 14D-1 filed by Palm Investors, LLC, a Delaware limited liability company (the "Purchaser") and Arlen Capital, LLC, a California limited liability company, with the Securities and Exchange commission on April 13, 1999, relating to the tender offer by the Purchaser to purchase up to 75 units of limited partnership interests ("Units") of Courtyard By Marriott II Limited Partnership, a Delaware limited partnership, upon the terms and subject to the conditions set forth in the Purchaser's Offer to Purchase dated April 13, 1999 and the related Agreement of Sale to include the information set forth below. Capitalized terms set forth herein shall have the same meaning as set forth in the Offer to Purchase. ITEM 1 SECURITY AND SUBJECT COMPANY (b) The Offer has been terminated by Purchaser and Purchaser will not purchase any Units. Purchaser, as a party to the lawsuits against the Partnership as disclosed in the Offer to Purchase, will participate in mediation hearings regarding the lawsuits during which confidential information regarding the Partnership will be discussed. The Court has issued a Protective Order prohibiting disclosure of the confidential information. Under the rules which govern tender offers, all material information must be disclosed. Purchaser would violate the Protective Order if it learns of material information and discloses such information. Purchaser would violate the tender offer rules if it did not disclose such information. Accordingly, Purchaser exercised its right contained in the conditions to the Offer to Purchase to terminate the offer. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS (a)(5) - Summary Publication. (a)(6) - Press Release. Page 4 of 6 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: May 6, 1999 PALM INVESTORS, LLC By: Arlen Capital, LLC its Manager By: /s/ Don Augustine ----------------------------- Don Augustine, Manager ARLEN CAPITAL, LLC By: /s/ Don Augustine -------------------------------------- Don Augustine, Manager Page 5 of 6 EXHIBIT INDEX Exhibit No. Description ----------- ----------- (a)(5) - Summary Publication. (a)(6) - Press Release. Page 6 of 6 EX-99.A5 2 EXHIBIT 99-A5 THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE, NOR A SOLICITATION OF AN OFFER TO SELL THE SECURITIES. THE OFFER IS MADE ONLY BY THE OFFER TO PURCHASE AND THE RELATED AGREEMENT OF SALE AND IS NOT BEING MADE (NOR WILL TENDERS BE ACCEPTED FROM) HOLDERS OF UNITS IN ANY JURISDICTION IN WHICH THE OFFER OR THE ACCEPTANCE THEREOF WILL NOT BE IN COMPLIANCE WITH THE SECURITIES LAWS OF SUCH JURISDICTION; IN THOSE JURISDICTIONS WHERE SECURITIES LAWS REQUIRE THE OFFER TO BE MADE BY A LICENSED BROKER OR DEALER, THE OFFER SHALL BE DEEMED TO BE MADE ON BEHALF OF THE PURCHASER ONLY BY ONE OR MORE REGISTERED BROKERS OR DEALERS LICENSED UNDER THE LAWS OF SUCH JURISDICTION. NOTICE OF TERMINATION OF OFFER TO PURCHASE FOR CASH UP TO 25 UNITS OF LIMITED PARTNERSHIP INTERESTS ("UNITS") OF COURTYARD BY MARRIOTT II LIMITED PARTNERSHIP (THE "PARTNERSHIP") BY PALM INVESTORS, LLC, A DELAWARE LIMITED LIABILITY COMPANY (THE "PURCHASER") The offer, dated April 13, 1999, to purchase for cash of up to 25 Units held by the unit holders of the Partnership for $75,000 per Unit (the "Offer to Purchase") has been terminated by the Purchaser. Purchaser, as a party to the lawsuits against the Partnership as disclosed in the Offer to Purchase, will participate in mediation hearings regarding the lawsuits during which confidential information regarding the Partnership will be discussed. The Court has issued a Protective Order prohibiting disclosure of the confidential information. Under the rules which govern tender offers, all material information must be disclosed. Purchaser would violate the Protective Order if it learns of material information and discloses such information. Purchaser would violate the tender offer rules if it did not disclose such information. Accordingly, Purchaser exercised its right contained in the conditions to the Offer to Purchase to terminate the offer. May 6, 1999 EX-99.A6 3 EXHIBIT 99-A6 FOR IMMEDIATE RELEASE Contact: James Watts (619) 686-2025 PALM INVESTORS, LLC TERMINATES OFFER TO PURCHASE UNITS OF LIMITED PARTNERSHIP INTERESTS OF COURTYARD BY MARRIOTT II LIMITED PARTNERSHIP San Diego, California (May 6, 1999). Palm Investors, LLC ("Purchaser") has announced that its April 13, 1999 Offer to Purchase for cash of up to 25 Units of Limited Partnership Interests ("Units") of Courtyard By Marriott II Limited Partnership (the "Partnership") at $75,000 per Unit has been terminated. Purchaser, as a party to the lawsuits against the Partnership as disclosed in the Offer to Purchase, will participate in mediation hearings regarding the lawsuits during which confidential information regarding the Partnership will be discussed. The Court has issued a Protective Order prohibiting disclosure of the confidential information. Under the rules which govern tender offers, all material information must be disclosed. Purchaser would violate the Protective Order if it learns of material information and discloses such information. Purchaser would violate the tender offer rules if it did not disclose such information. Accordingly, Purchaser exercised its right contained in the conditions to the Offer to Purchase to terminate the offer. -----END PRIVACY-ENHANCED MESSAGE-----