As filed with the Securities and Exchange Commission on January 15, 1998
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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
December 31, 1997
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(Date of earliest event reported)
Atlanta Marriott Marquis II Limited Partnership
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(Exact name of registrant as specified in its charter)
Delaware 000-14374 52-1427553
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(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation or organization) Number) Identification No.)
10400 Fernwood Road
Bethesda, Maryland 20817
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(Address of principal executive offices)
(301) 380-2070
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(Registrant's telephone number
including area code)
N/A
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(Former Name or Former
Address, if changed since
last report)
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<PAGE>
This Current Report on Form 8-K is being filed by Atlanta Marriott
Marquis II Limited Partnership, a Delaware limited partnership ("AMMLP-II"), as
the successor issuer to Atlanta Marriott Marquis Limited Partnership, a Delaware
limited partnership ("AMMLP"), pursuant to Rule 12g-3 promulgated under the
Securities Exchange Act of 1934 ("Exchange Act").
ITEM 2. Acquisition or Disposition of Assets.
On December 31, 1997, AMMLP merged with and into AMMLP-II ("Merger")
pursuant to an Agreement and Plan of Merger dated as of December 31, 1997
("Agreement"). In the Merger, each AMMLP limited partnership unit ("Unit") was
converted on a one-for-one basis into an AMMLP-II unit ("New Unit"). AMMLP
limited partners who held fractional interests in Units received the same
fractional interest in New Units. The requisite number of AMMLP limited partners
approved the Merger in accordance with the applicable provisions of the Delaware
Revised Uniform Limited Partnership Act.
The general partner of both AMMLP and AMMLP-II is Marriott Marquis
Corporation, a Delaware corporation ("General Partner"). The General Partner is
a wholly-owned subsidiary of Host Marriott Corporation, a Delaware corporation
("Host Marriott"). AMMLP-II was formed on July 9, 1997 in anticipation of the
Merger. Prior to December 31, 1997, AMMLP-II did not engage in any active
business and was organized solely to succeed to AMMLP's interest in the Ivy
Street Hotel Limited Partnership ("Ivy Street"). Ivy Street owns the Atlanta
Marriott Marquis located in Atlanta, Georgia ("Hotel"). AMMLP-II, and AMMLP
before it, is the managing general partner of Ivy Street.
Additional information regarding the Merger, the background of the
Merger and the operations of AMMLP and Ivy Street is located in the registration
statement on Form S-4 filed by AMMLP-II on November 10, 1997 with the Securities
and Exchange Commission ("SEC") (Commission File No. 333-39915).
Certain AMMLP-II limited partners have filed two (2) lawsuits in
connection with the Merger. On December 12, 1997, an action entitled Hiram and
Ruth Sturm v. Marriott Marquis Corporation, Host Marriott Corporation, Bruce F.
Stemerman, Robert E. Parsons and Christopher G. Townsend and Atlanta Marriott
Marquis Limited Partnership, (Case No. 97-CV-3706), was filed as a purported
class action with the United States District Court for the Northern District of
Georgia. The defendants are the General Partner, Host Marriott and the board of
directors of the General Partner. The plaintiffs have brought direct and
derivative claims alleging: (i) violations of the Exchange Act and rules and
regulations promulgated thereunder; (ii) violations of the Securities Act of
1933 and rules and regulations promulgated thereunder; (iii) breach of fiduciary
duties; and (iv) breach of the AMMLP partnership agreement. The plaintiffs are
seeking, inter alia, equitable relief, compensatory damages, punitive damages
and costs.
2
<PAGE>
On January 5, 1998, an action entitled Howard H. Poorvu v. Marriott
Marquis Corporation, Host Marriott Corporation, Bruce F. Stemerman, Robert E.
Parsons, Jr. and Christopher G. Townsend and Atlanta Marriott Marquis Limited
Partnership and Atlanta Marriott Marquis II Limited Partnership, (Civil Action
No. 16095-NC), was filed as a purported class action with the Court of Chancery
of the State of Delaware in and for New Castle County. The plaintiff brings
direct and derivative claims alleging: (i) breach of fiduciary duty; (ii) breach
of the AMMLP partnership agreement; and (iii) breach of the implied covenant of
good faith and fair dealing. The plaintiffs are seeking, inter alia, equitable
relief, compensatory damages, costs and the appointment of a receiver to assume
control of AMMLP-II.
The General Partner believes that the allegations asserted in the
lawsuits are without merit and intends to vigorously defend such lawsuits.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS
(a) Financial Statements.
(1) Audited Consolidated Financial Statements of AMMLP as of
December 31, 1996 and 1995, and for each of the three
years ended December 31, 1996, 1995, and 1994, together
with the report of the independent accountants thereon,
were previously included in the Form S-4 filed with the
SEC by AMMLP - II on November 10, 1997 (Commission File
No. 333-39915).
(2) Unaudited balance sheet of AMMLP-II as of July 9, 1997
and September 12, 1997, together with the report of the
independent accountant thereon, were previously included
in the Form S-4 filed with the SEC by AMMLP - II on
November 10, 1997 (Commission File No. 333-39915).
(3) Unaudited Consolidated Financial Statements of AMMLP for
the thirty-six (36) week period ending September 12, 1997
and September 6, 1996, were previously included in the
Form S-4 filed by AMMLP-II with the SEC on November 10,
1997 (Commission File No. 333-39915).
(b) Pro Forma Financial Information.
(1) Unaudited pro forma Condensed Consolidated Financial
Statements for the thirty-six (36) weeks ending September
12, 1997 and for the period ending December 31, 1996,
giving effect to the Merger, were previously included in
the Form S-4 filed by AMMLP - II with the SEC on November
10, 1997 (Commission File No. 333-39915).
(c) Exhibits.
The exhibits listed in the Exhibit Index are filed
herewith or, in the alternative, incorporated by reference.
3
<PAGE>
EXHIBIT INDEX
Exhibit Description
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2.1 Agreement and Plan of Merger dated December 31,
1997 by and between AMMLP and AMMLP-II.
2.2 Certificate of Merger dated December 30, 1997 merging
AMMLP with and into AMMLP-II.
4
<PAGE>
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 thereunto duly authorized.
ATLANTA MARRIOTT MARQUIS II LIMITED PARTNERSHIP
By: MARRIOTT MARQUIS CORPORATION
General Partner
By: /s/ Patricia K. Brady
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Patricia K. Brady
Vice President and
Chief Accounting Officer
5
Exhibit 2.1
AGREEMENT AND PLAN OF MERGER
MERGING
ATLANTA MARRIOTT MARQUIS LIMITED PARTNERSHIP
WITH AND INTO
ATLANTA MARRIOTT MARQUIS II LIMITED PARTNERSHIP
ARTICLE I
Name of Constituent Partnerships
1. The names of the constituent partnerships are Atlanta Marriott Marquis
Limited Partnership, a Delaware limited partnership ("AMMLP") and Atlanta
Marriott Marquis II Limited Partnership, a Delaware limited partnership (the
"Partnership").
2. The name of the surviving partnership is Atlanta Marriott Marquis II
Limited Partnership, a Delaware limited partnership, and subsequent to the
merger its name will remain unchanged.
ARTICLE II
Interests in Constituent Partnerships
1. The partnership interests of AMMLP are owned by the following persons:
Name Partnership Interest Percentage
---- -------------------- ----------
Marriott Marquis Corporation General Partner 1.00%
Marriott Marquis Corporation Class B Limited Partner 19.00%
Various investors Class A Limited Partners 80.00%
2. The partnership interests of the Partnership are owned by the following
persons:
Name Partnership Interest Percentage
---- -------------------- ----------
Marriott Marquis Corporation General Partner 99.00%
Christopher G. Townsend Limited Partner 1.00%
3. As to each party to the merger, the percentage interests voted for and
against the merger are as follows:
Partnership Percentage Percentage Interest
Partnership Interest Outstanding Voted For Voted Against
- ----------- -------- ----------- --------- -------------
AMMLP General Partner 1 1 0
Class B Limited Partner 19 19 0
Class A Limited Partners 80 As immediately set forth below
<PAGE>
The Class A Limited Partners' 80% ownership of AMMLP is divided into 530
units of limited partnership interest ("Unit(s)"). Each holder of Units is
entitled to cast one vote for each Unit held of record; holders of half-Units
are entitled to cast half a vote for each half-Unit held of record. The Class A
Limited Partners voted their Units for the merger as follows:
Units voted for 304.23
Units voted against 23.9167
Units abstained 10.25
The holders of the balance of the Units did not vote.
Partnership Percentage Percentage Interest
Partnership Interest Outstanding Voted For Voted Against
- ----------- -------- ----------- --------- -------------
Partnership General Partner 99 99 0
Limited Partner 1 1 0
ARTICLE III
Terms and Conditions of Merger
1. Upon the filing of a Certificate of Merger with the Delaware Secretary
of State, the separate existence of AMMLP shall cease, and said partnership
shall be merged (in accordance with the provisions of this plan) into the
Partnership, which shall survive such merger and shall, without other transfer,
succeed to and possess all the rights, privileges, immunities, powers and
purposes of AMMLP, and all property, real and personal, and every other asset of
AMMLP shall vest in the Partnership without further act or deed. As the
surviving partnership, the Partnership shall assume and be liable for the
obligations and liabilities of AMMLP, and no liability or obligation due or to
become due, claim or demand for any cause existing against AMMLP or any partner
thereof shall be released or impaired by such merger.
2. In consideration for AMMLP's contribution of its assets as provided in
Paragraph 1 of this Article III, on the effective date, the Partnership shall
issue to the partners of AMMLP the number of units of limited partnership
interest in the Partnership shown opposite the name of each such partner on
Exhibit 1 attached hereto and made a part hereof.
3. The Partnership shall pay all costs and expenses of carrying this plan
into effect and accomplishing this merger.
<PAGE>
ARTICLE IV
Partnership Agreement of Surviving Partnership
The partnership agreement of the Partnership as of the effective date of
the merger shall continue in full force and effect until amended in accordance
with its terms or as permitted by the provisions of the laws of the State of
Delaware.
ARTICLE V
Effective Date
The effective date of this Agreement and Plan of Merger shall be 9:00 a.m.
on December 31, 1997.
ATLANTA MARRIOTT MARQUIS
LIMITED PARTNERSHIP
By: Marriott Marquis Corporation
General Partner
By: /s/ Patricia K. Brady
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Patricia K. Brady, Vice President
ATLANTA MARRIOTT MARQUIS II
LIMITED PARTNERSHIP
By: Marriott Marquis Corporation
General Partner
By: /s/ Patricia K. Brady
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Patricia K. Brady, Vice President
Exhibit 2.2
CERTIFICATE OF MERGER
MERGING
ATLANTA MARRIOTT MARQUIS LIMITED PARTNERSHIP
a Delaware limited partnership
WITH AND INTO
ATLANTA MARRIOTT MARQUIS II LIMITED PARTNERSHIP
a Delaware limited partnership
Atlanta Marriott Marquis II Limited Partnership (the "Partnership"), a
limited partnership organized under the Delaware Revised Uniform Limited
Partnership Act (the "Act"), for the purpose of merging with other entities,
hereby certifies that:
1. Constituent Entities. The name and jurisdiction of formation or
organization of each of the constituent entities are:
Name of Entity Jurisdiction
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Atlanta Marriott Marquis Limited Partnership Delaware
Atlanta Marriott Marquis II Limited Partnership Delaware
2. Approval of Merger. An Agreement and Plan of Merger has been approved
and executed by each constituent entity.
3. Surviving Partnership. The name of the surviving domestic limited
partnership is Atlanta Marriott Marquis II Limited Partnership, a Delaware
limited partnership.
4. Effective Date. The merger shall become effective at 9:00 a.m. on
December 31, 1997.
5. Agreement of Merger on File. The Agreement and Plan of Merger is on file
at the following place of business of the surviving domestic limited
partnership:
Atlanta Marriott Marquis II Limited Partnership
c/o Marriott Marquis Corporation, General Partner
10400 Fernwood Road
Bethesda, Maryland 20817
6. Copy of Agreement Furnished Upon Request. A copy of the Agreement and
Plan of Merger will be furnished by Atlanta Marriott Marquis II Limited
Partnership, on request and without cost, to any partner of the Partnership or
any person holding an interest in any other constituent entity.
- 2 -
<PAGE>
IN WITNESS WHEREOF, this Certificate of Merger has been duly executed this
30th day of December, 1997, and is being filed in accordance with Section 17-211
of the Act by Marriott Marquis Corporation, the General Partner of the
Partnership thereunto duly authorized.
MARRIOTT MARQUIS CORPORATION
By: /s/ Patricia K. Brady
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Patricia K. Brady
Vice President
