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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 30, 1998
Atlanta Marriott Marquis II Limited Partnership
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(Exact name of registrant as specified in its
charter)
Delaware 0-14374 52-1427553
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(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) Number) Identification No.)
10400 Fernwood Road, Bethesda, Maryland 20817
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (301) 380-2070
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Item 5. Other Events.
On December 30, 1998, following approval by the limited partners,
Atlanta Marriott Marquis II Limited Partnership was acquired by Host Marriott,
L.P., the Operating Partnership, through a merger as described in the
Prospectus/Consent Solicitation Statement dated October 8, 1998. The final
Exchange Value is $45,425 per Atlanta Marriott Marquis II Limited Partnership
Unit. The minimum number of OP Units (or Common Shares of Host REIT if a
limited partner so elects) a limited partner will receive in exchange for his
interest in Atlanta Marriott Marquis II Limited Partnership is 2,931 per
Partnership Unit. The Note Election Amount is equal to $36,340 per Partnership
Unit. The period of time during which a limited partner may elect to receive an
Operating Partnership Note or Common Shares of Host REIT in exchange for OP
Units will expire at 5:00 p.m., Eastern time, on January 22, 1999, unless
extended. If a limited partner does not make an election, the limited partner
will receive and retain OP Units. The period of time over which the price of an
OP Unit will be determined ends on January 29, 1999. The price per OP Unit will
be equal to the average closing price of Host REIT shares on the New York Stock
Exchange (HMT) over the 20 trading days ending on January 29, 1999 (but will not
be greater than $15.50 or less than $9.50).
The letter sent by Host Marriott, L.P. to the Atlanta Marquis limited
partners is attached hereto as Exhibit 99.1.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits
Exhibit No. Description
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99.1 Letter from Host Marriott, L.P. to Atlanta Marquis
limited partners regarding valuation period, election
period, final exchange values and Note election
amounts.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ATLANTA MARRIOTT MARQUIS II LIMITED
PARTNERSHIP
By: HMC Atlanta LLC, its general partner
Date: December 31, 1998 By: /s/ Donald D. Olinger
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Name: Donald D. Olinger
Title: Vice President and Treasurer
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December 31, 1998
Dear Limited Partner:
We are pleased to report that, on December 30, 1998, following approval by the
limited partners, Atlanta Marriott Marquis II Limited Partnership was acquired
by a subsidiary of Host Marriott, L.P., the Operating Partnership, through a
merger as described in the Prospectus/Consent Solicitation Statement dated
October 8, 1998. In addition, we are pleased to report the following:
. The final Exchange Value is $45,425 per Atlanta Marriott Marquis II Limited
Partnership Unit.
. The minimum number of OP Units (or Common Shares of Host REIT if you so elect)
you will receive in exchange for your interest in Atlanta Marriott Marquis II
Limited Partnership is 2,931 per Partnership Unit.
. The Note Election Amount is equal to $36,340 per Partnership Unit.
. The period of time during which you may elect to receive a Note or Common
Shares of Host REIT in exchange for your OP Units will expire at 5:00PM,
EASTERN TIME, ON JANUARY 22, 1999, UNLESS EXTENDED.
. If you do not make an election, you will receive and retain OP Units.
. The period of time during which the price of an OP Unit will be determined
ends on January 29, 1999. The price per OP Unit will be equal to the average
closing price of Host REIT shares on the New York Stock Exchange (HMT) over
the 20 trading days ending on January 29, 1999 (but will not be greater that
$15.50 or less than $9.50).
If you have previously submitted an election form and wish to change your choice
of OP Units, Common Shares, or a Note, or have not yet submitted an election
form and wish to receive either Common Shares or a Note, please complete the
BLUE "OP Unit Exchange Election Form." Return it as directed on the form NO
LATER THAN 5:00PM, EASTERN TIME, JANUARY 22, 1999.
Included with this letter are several documents that require your immediate
attention. First, please review the label attached below. It reflects (I) the
name in which your Partnership Units are registered; (II) your choice of OP
Units (OP), Common Shares (CS) or a Note (NT), if your OP Unit Exchange Election
Form has
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already been received; and (III) whether or not the General Partner has received
from you a newly executed W-9 and Certificate of Non-Foreign Status ("YES" or
"NO").
If the label reflects "NO" next to your name, please review the enclosed booklet
entitled "IMPORTANT TAX INFORMATION". Complete the pages that apply to you
including page 5 and return them to the Tabulation Agent. If you do not submit
this form, the Operating Partnership may withhold a certain percentage of your
consideration. These forms, as well as any of the other forms included with
this letter may be faxed directly to the Tabulation Agent at 800-387-7365.
Finally, please carefully review the following additional forms included in this
package:
Form A -- information regarding Common Shares; Form B- instructions for how to
have your distributions from the Operating Partnership directly deposited; and
Form C -- instructions on how to have your interest payments on a Note directly
deposited. If applicable to you, they should also be returned to the Tabulation
Agent no later than January 22, 1999. If you need assistance, please contact
Host Marriott Partnership Investor Relations at 301-380-2070.
Sincerely yours,
Host Marriott Corporation
General Partner of Host Marriott, L.P.
Robert E. Parsons, Jr.
President
enclosures
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FORM A
If you indicated on a (BLUE) OP Unit Exchange Election Form that you wish to
receive HMT Common Shares in exchange for your OP Units, you have two options:
Option #1. First Chicago Trust Company, transfer agent for HMT Common Shares,
will hold your shares in book form. This means that they will hold the shares
for you, pay any dividends directly to you, and distribute any shareholder
communications to you. They will also provide you with the Company's quarterly
financial reports and the information necessary for income tax reporting.
This will happen automatically if you do not instruct us otherwise as described
below. If this is your preference you do not need to send us back this form.
First Chicago will send you a statement once the shares have been issued. You
will be able to contact First Chicago anytime after February 5, 1999; to have
your shares sold OR delivered to you or to your broker for sale. Their telephone
number is 800-519-3111.
Option #2. You may provide the name and account number of a brokerage firm
where you would like the Common Stock mailed on February 5, 1999. Remember, as
with any other stock, if your stock is held by a broker, known as "held in
street name," your broker will be responsible for reporting dividends paid as
well as any shareholder communications, including reports on financial
performance and the information you need for income tax reporting. You will not
receive any information directly from the Company.
Broker/Dealer Information (required for Option #2)
___________________________ ____________________________________________
Name of Firm Name of Registered Representative
___________________________ ____________________________________________
Address Line 1 Telephone Number
___________________________ ____________________________________________
Address Line 2
___________________________ ____________________________________________
City/State/Zip Client Account Number
The Common Shares will be issued in the name as it appears on the label below.
Affix Label Here
___________________________ ______________________________________
Signature Date Signature of co-owner if applicable/Date
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IF YOU ARE DESIGNATING A BROKER TO HOLD OR SELL YOUR STOCK, THIS FORM
AND THE OP UNIT EXCHANGE ELECTION FORM MUST BE RECEIVED BY THE TABULATION AGENT
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NO LATER THAN 5:00pm, EASTERN TIME, JANUARY 22, 1999.
FAX NUMBER 800-387-7365
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FORM B
If you made no designation on the (BLUE) OP Unit Exchange Election Form because
you are keeping your OP Units:
. These are non-traded limited partnership units. Therefore, no certificate will
be issued. However, approximately two weeks after January 29, 1999, the end of
the pricing period for determining the value of OP Units to be issued, you
will receive a confirmation indicating the number of OP Units that you own.
. Although these are non-traded units and they may be sold only as provided for
in the Partnership Agreement, you may transfer your OP Units to related
parties; for example, from joint name to single name; from an individual to
his trust; or in cases that involve an estate. Should you wish to transfer in
this manner, please contact Gemisys, the Partnership transfer agent, at
800-797-6812 for more information.
. At any time after January 1, 2000, you may exercise your Unit Redemption Right
and exchange your OP Units for the corresponding number of Host REIT Common
Shares or the cash equivalent, at the discretion of Host Marriott REIT. The
market value of an OP Unit for this purpose will be equal to the average of
the daily market price of a Host REIT Common Share on the NYSE for the ten
consecutive trading days before the day on which the redemption notice is
given. Prior to January 1, 2000, you will be mailed instructions on how to
exercise your Unit Redemption Right.
. The Operating Partnership intends to make quarterly cash distributions. The
quarterly statements will be issued to coincide with those distributions and
reflect the amount of the distribution made to you. These distributions will
be mailed in check form to your address of record. If you would like these
distributions deposited directly into an account at a financial institution of
your choice, please complete the following (please print):
________________________________ _________________________________________
Name of Financial Institution Client Account Number
________________________________ _________________________________________
Address Line 1 Wire Code (required)
________________________________ _________________________________________
Address Line 2 Name of Contact at Financial Institution
________________________________ _________________________________________
City/State/Zip Contact's Telephone Number
If you are requesting a direct deposit of your distributions into an account at
a financial institution, please sign below exactly as your name appears on the
label on Page 1. Please return this form to the Tabulation Agent in the
enclosed postage paid envelope or by fax.
____________________________________ ____________________________________
Limited Partner's Signature/Date Co-Limited Partner's Signature (if
applicable)/Date
TAX PAYER ID# OR SOCIAL SECURITY NUMBER___________________________
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THIS FORM AND THE OP UNIT EXCHANGE ELECTION FORM MUST BE RECEIVED BY
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THE TABULATION AGENT NO LATER THAN 5:00pm, EASTERN TIME, JANUARY 22, 1999.
FAX NUMBER 800-387-7365
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FORM C
If you indicated on a (BLUE) OP Unit Exchange Election Form that you wish to
receive a Note in exchange for your OP Units:
. The OP will pay interest semi-annually at a rate of 6.56% per annum on each
June 15 and December 15 until maturity.
. If you would like these interest payments deposited directly into an account
at a financial institution of your choice, please complete the following
(please print):
_________________________________ _________________________________________
Name of Financial Institution Client Account Number
_________________________________ _________________________________________
Address Line 1 Wire Code (required)
_________________________________ _________________________________________
Address Line 2 Name of Contact at Financial Institution
_________________________________ _________________________________________
City/State/Zip Contact's Telephone Number
If you are requesting a direct deposit of your interest payments, please sign
below exactly as your name appears on the label on Page 1. Please return this
form to the Tabulation Agent in the enclosed postage paid envelope or by fax.
___________________________ _______________________________________________
Owner's Signature/ Date Co-Owner's Partner's Signature (if applicable)
/Date
TAX PAYER ID# OR SOCIAL SECURITY NUMBER __________________________
THIS FORM AND THE OP UNIT EXCHANGE ELECTION FORM MUST BE RECEIVED BY
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THE TABULATION AGENT NO LATER THAN 5:00pm, EASTERN TIME, JANUARY 22, 1999.
FAX NUMBER 800-387-7365
