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): September 10, 1998
ATLANTA MARRIOTT MARQUIS II LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
Delaware 0-14374 52-1427553
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
10400 Fernwood Road, Bethesda, MD 20817
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: 301-380-2070
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ITEM 5. OTHER EVENTS
Atlanta Marriott Marquis II Limited Partnership (the "Partnership") is one of
eight limited partnerships which is included in a proposed acquisition by merger
into subsidiaries of Host Marriott, L.P., as described in the preliminary
Prospectus/Consent Solicitation Statement as filed with the Securities and
Exchange Commission on Form S-4 (SEC File No. 333-55807) on June 2, 1998, as
amended. On September 10, 1998, the General Partner sent to the Limited Partners
of the Partnership a letter to inform them that September 18, 1998 will be the
record date for voting in the forthcoming consent solicitation. Those limited
partners whose ownership is reflected on the records of the General Partner as
of September 18, 1998 will be eligible to vote on the merger and proposed
amendments to the partnership agreement of the Partnership.
Such letter is being filed as an exhibit to this Current Report on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
99.1 Letter from the General Partner to the Limited Partners
of the Partnership, dated September 10, 1998.
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SIGNATURE
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: MARRIOTT MARQUIS CORPORATION
General Partner
September 16, 1998 By: /s/ Earla L. Stowe
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Name: Earla L. Stowe
Title: Vice President and Chief
Accounting Officer
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EXHIBIT INDEX
Exhibit No.: Description:
99.1 Letter from the General Partner to the
Limited Partners of the Partnership,
dated September 10, 1998
EXHIBIT 99.1
September 10, 1998
Dear Limited Partner:
Subject: Record Date for Voting in Forthcoming Consent Solicitation is
September 18, 1998
As previously reported, Host Marriott Corporation ("Host Marriott"), parent
company of the General Partner of the Partnership, announced on April 17, 1998
that its Board of Directors authorized Host Marriott to restructure its business
operations to qualify as a real estate investment trust ("REIT"). Host Marriott
currently anticipates that the restructuring will become effective as of January
1, 1999. As part of the REIT conversion, Host Marriott formed a new operating
partnership (the "Operating Partnership") through which the REIT will conduct
its full-service lodging business. The Operating Partnership expects to propose
a merger with certain Host Marriott full-service hotel partnerships and joint
ventures, including this Partnership. Limited Partners would receive limited
partnership units in the Operating Partnership that they could retain or
exchange for either Common Shares of the REIT or a Note of the Operating
Partnership.
In connection with the merger, the Operating Partnership and the REIT have filed
a Registration Statement on Form S-4 with the Securities and Exchange
Commission, which has not yet been declared effective. The Record Date is being
provided to you at this time for information purposes only. This letter is not
intended to provide you with the information you will need in order to make a
decision regarding this transaction and does not constitute solicitation of a
consent or offer of a security. Limited Partners will have an opportunity to
vote on this Partnership's participation in the merger and certain amendments to
this Partnership's partnership agreement in connection with a prospectus/consent
solicitation statement currently expected to be mailed later this month.
Those Limited Partners whose ownership is reflected on the records of the
General Partner as of September 18, 1998 will be eligible to vote on the merger
and the proposed amendments. All transfer documents received by our Transfer
Agent prior to September 18, 1998 will be transferred and a confirmation
statement will be mailed within approximately five business days. If you have
any questions regarding a transfer in process, you may contact the General
Partner at 301/380-2070 or our Transfer Agent at 800/797-6812.
Sincerely yours,
MARRIOTT MARQUIS CORPORATION
General Partner
/s/ Bruce F. Stemerman
Bruce F. Stemerman
President
