<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
SCHEDULE 13E-3/A
(Amendment No. 1)
RULE 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
MARRIOTT HOTEL PROPERTIES II LIMITED PARTNERSHIP
(Name of Issuer)
MHP II ACQUISITION CORP.
HOST MARRIOTT CORPORATION
(Name of Person(s) Filing Statement)
Units of Limited Partnership Interest
(Title of Class of Securities)
None
(CUSIP Number of Class of Securities)
_________________
Christopher G. Townsend, Esq. J. Warren Gorrell, Jr., Esq.
MHP II Acquisition Corp. Peter J. Romeo, Esq.
Host Marriott Corporation Hogan & Hartson L.L.P.
10400 Fernwood Road 555 13th Street, N.W.
Bethesda, MD 20817 Washington, D.C. 20004-1109
(301) 380-9000 (202) 637-5600
(Name, Address and Telephone Number of Persons Authorized to Receive Notices and
Communications on Behalf of Persons Filing Statement)
This statement is filed in connection with (check the appropriate box):
a. [_] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. [_] The filing of a registration statement under the Securities Act of
1933.
c. [x] A tender offer.
d. [_] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies. [_]
<TABLE>
<CAPTION>
Calculation of Filing Fee
- --------------------------------------------------------------------------------
<S> <C>
Transaction Valuation (1) Amount of Filing Fee (1)
$92,500,000 $18,500
- --------------------------------------------------------------------------------
</TABLE>
(1) Determined in accordance with Rule 0-11(d) of the Securities Exchange Act
of 1934. The fee was computed on the basis of the purchase of 740 units of
limited partnership interest in the Subject Company at $125,000 cash per unit.
[X] 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 Filing.
Amount Previously Paid: $18,500
Form or Registration No.: Schedule 14D-1
Filing Parties: MHP II Acquisition Corp. and Host Marriott
Corporation
Date Filed: April 18, 1996
Exhibit Index is on page 3.
================================================================================
<PAGE>
CROSS REFERENCE SHEET
---------------------
The following cross reference sheet is being supplied pursuant to
General Instruction F to Schedule 13E-3 and shows the location in the Schedule
14D-1/A filed by MHP II Acquisition Corp. and Host Marriott Corporation with the
Securities and Exchange Commission on the date hereof, of the information
required to be included in response to the items of this statement. The
information in the Schedule 14D-1/A, which is attached hereto as Exhibit
(17)(d)(2), is hereby expressly incorporated herein by reference and the
responses to each item are qualified in their entirety by the provisions of the
Schedule 14D-1/A.
<TABLE>
<CAPTION>
Item in Where Located in
Schedule 13E-3/A Schedule 14D-1/A
- ---------------- ----------------
<S> <C>
Item 4(a)............................ Amendment to Offer to Purchase
Item 16.............................. Amendment to Offer to Purchase
Item 17.............................. Amendment to Offer to Purchase
</TABLE>
<PAGE>
MHP II Acquisition Corp., a Delaware corporation (the "Purchaser") and
wholly owned indirect subsidiary of Host Marriott Corporation, a Delaware
corporation ("Parent"), hereby amends and supplements its Rule 13e-3 Transaction
Statement on Schedule 13E-3 ( the "Statement"), originally filed on April 18,
1996, with respect to the Purchaser's offer to purchase all outstanding units of
limited partnership interest (the "Units") of Marriott Hotel Properties II
Limited Partnership, a Delaware limited partnership (the "Partnership"), at a
price of $125,000 per Unit, net to the seller in cash without interest thereon,
upon the terms and subject to the conditions set forth in the Offer to Purchase
dated April 18, 1996 ( the "Offer to Purchase"), and the related Letter of
Transmittal including supplements thereto, copies of which are attached as
Exhibits (a)(1) and (a)(2) to the Schedule 14D-1 (collectively with all other
exhibits, the "Schedule 14D-1") filed by Purchaser and Parent with the
Securities and Exchange Commission (the "Commission") on April 18, 1996, as
supplemented by an Amendment to Offer to Purchase dated May 15, 1996 (the
"Amendment to Offer to Purchase"), a copy of which is attached as Exhibit (a)(7)
to the Schedule 14D-1/A (collectively with all other exhibits, the "Schedule
14D-1/A") filed by the Purchaser and Parent with the Commission on the date
hereof. Terms not defined herein have the meanings set forth in the Schedule
13E-3.
Item 4. Terms of the Transaction
------------------------
(a) The information set forth in the Offer to Purchase under the headings
"Introduction," "Summary," "Special Considerations," "Special Factors--
Determination of Offer Price," "--Purpose of the Offer," "--Plans for the
Partnership; Certain Effects of the Offer," "--Interests of Certain Persons" and
"The Tender Offer" and in the Amendment to Offer to Purchase is incorporated
herein by reference.
Item 16. Additional Information
----------------------
All information set forth in the Schedule 14D-1 and exhibits thereto and
Schedule 14D-1/A and exhibits thereto which is not otherwise incorporated in
this Statement by reference is hereby incorporated herein by reference.
Item 17. Material to be Filed as Exhibits
--------------------------------
(d)(2) Schedule 14D-1/A
<PAGE>
SIGNATURES
After due inquiry, and to the best of its knowledge and belief, each of
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
MHP II ACQUISITION CORP.
Dated: May 15, 1996 By: /s/ Christopher J. Nassetta
----------------------------------------
Christopher J. Nassetta
President and Chief Operating Officer
HOST MARRIOTT CORPORATION
Dated: May 15, 1996 By: /s/ Christopher G. Townsend
----------------------------------------
Christopher G. Townsend
Senior Vice President, Deputy General
Counsel and Corporate Secretary
2
<PAGE>
Exhibit Index
-------------
Exhibit No. Page No.
- ----------- --------
17(d)(2) Schedule 14D-1/A 4
3
<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
SCHEDULE 14D-1/A
(Amendment No. 1)
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
MARRIOTT HOTEL PROPERTIES II LIMITED PARTNERSHIP
(Name of Subject Company)
MHP II ACQUISITION CORP.
HOST MARRIOTT CORPORATION
(Bidders)
Units of Limited Partnership Interest
(Title of Class of Securities)
None
(CUSIP Number of Class of Securities)
_________________
Christopher G. Townsend, Esq. J. Warren Gorrell, Jr., Esq.
MHP II Acquisition Corp. Peter J. Romeo, Esq.
Host Marriott Corporation Hogan & Hartson L.L.P.
10400 Fernwood Road 555 13th Street, N.W.
Bethesda, MD 20817 Washington, D.C. 20004-1109
(301) 380-9000 (202) 637-5600
(Name, address and telephone number of persons authorized to receive notices and
communications on behalf of Bidders)
------------------------------------
<TABLE>
<CAPTION>
Calculation of Filing Fee
- --------------------------------------------------------------------------------
<S> <C>
Transaction Valuation (1) Amount of Filing Fee (1)
$92,500,000 $18,500
- --------------------------------------------------------------------------------
</TABLE>
(1) Determined in accordance with Rule 0-11(d) of the Securities Exchange Act
of 1934. The fee was computed on the basis of the purchase of 740 units of
limited partnership interest in the Subject Company at $125,000 cash per unit.
[X] 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: $18,500
Form or Registration No.: Schedule 14D-1
Filing Parties: MHP II Acquisition Corp. and
Host Marriott Corporation
Date Filed: April 18, 1996
Exhibit Index is on page 5.
================================================================================
<PAGE>
MHP II Acquisition Corp., a Delaware corporation (the "Purchaser") and
wholly owned indirect subsidiary of Host Marriott Corporation, a Delaware
corporation ("Parent"), hereby amends and supplements its Tender Offer Statement
on Schedule 14D-1, originally filed on April 18, 1996, with respect to the
Purchaser's offer to purchase all outstanding units of limited partnership
interest (the "Units") in Marriott Hotel Properties II Limited Partnership, a
Delaware limited partnership (the "Partnership"), at a price of $125,000 per
Unit, net to the seller in cash without interest thereon, upon the terms and
subject to the conditions set forth in the Offer to Purchase dated
April 18, 1996 ( the "Offer to Purchase"), and in the related Letter of
Transmittal, which collectively constitute the "Offer."
The Offer hereby is amended by the information set forth in the
amendment to the Offer to Purchase annexed hereto as Exhibit (a)(7) (the
"Amendment to Offer to Purchase"), which is incorporated herein by reference.
Terms not defined herein have the meanings set forth in the Schedule 14D-1.
Item 10. Additional Information to be Furnished
--------------------------------------
(e) On April 24, 1996, in Delaware State Chancery Court, Cary W.
Salter, Jr., a limited partner of the Partnership, filed a lawsuit against the
Purchaser, Parent, the Partnership, the General Partner and the directors of the
General Partner, alleging, among other things, that the defendants have violated
their fiduciary duties to the Partnership's Unitholders in making the Offer. The
complaint seeks, among other things, certification as a class-action, to enjoin
the defendants from consummating the Offer and damages.
A separate lawsuit was filed on May 3, 1996 in Delaware State Chancery
Court against the Purchaser, Parent, the General Partner and the directors of
the General Partner, as defendants, and the Partnership, as a nominal defendant,
by MacKenzie Patterson Special Fund 2, L.P. and George Wasserman, each a limited
partner of the Partnership. The complaint makes similar allegations to those
made in the Salter lawsuit and also seeks, among other things, certification as
a class action, to enjoin the Offer and the related proposed amendments to the
Partnership Agreement and damages. The plaintiffs have moved to consolidate
these two actions.
On May 10, 1996, in the Circuit Court of the Fifteenth Judicial
Circuit in and for Palm Beach County, Florida, The Sylvia Bernice Rosenblum
Trust, a limited partner of the Partnership, also filed a lawsuit against the
same defendants as in the MacKenzie Patterson lawsuit and Marriott
International, Inc., alleging, among other things, that the defendants have
violated their fiduciary duties and seeking relief similar to the above-
referenced actions.
With respect to each of the aforementioned lawsuits, Parent and the
Purchaser believe that these actions are without merit and intend to vigorously
defend themselves as to all claims brought against them.
(f) The information set forth in the Offer to Purchase and the Letter
of Transmittal annexed to the Schedule 14D-1 filed by the Purchaser and Parent
on April 18, 1996 as Exhibits (a)(1) and (a)(2), respectively, and the Amendment
to Offer to Purchase annexed hereto as Exhibit (a)(7) is incorporated herein by
reference in its entirety.
-2-
<PAGE>
Item 11. Material to be Filed as Exhibits
--------------------------------
(a)(7) Amendment to Offer to Purchase, dated May 15, 1996
-3-
<PAGE>
SIGNATURES
After due inquiry, and to the best of its knowledge and belief, each of
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
MHP II ACQUISITION CORP.
Dated: May 15, 1996 By: /s/ Christopher J. Nassetta
-----------------------------
Christopher J. Nassetta
President and Chief Operating Officer
HOST MARRIOTT CORPORATION
Dated: May 15, 1996 By: /s/ Christopher G. Townsend
-----------------------------
Christopher G. Townsend
Senior Vice President, Deputy General
Counsel and Corporate Secretary
-4-
<PAGE>
Exhibit Index
-------------
Exhibit No. Page No.
- ----------- --------
(a)(7) Amendment to Offer to Purchase, dated May 15, 1996 6
-5-
<PAGE>
MHP II
ACQUISITION CORP.
May 15, 1996
Re: Tender Offer for Units of
Marriott Hotel Properties II Limited Partnership
Dear Unitholder:
MHP II Acquisition Corp. (the "Purchaser") is extending its Offer to
purchase your units of limited partnership ("Units") in Marriott Hotel
Properties II Limited Partnership (the "Partnership") at a net cash price per
Unit of $125,000.
Our Offer was originally sent to you on April 18, 1996 (the "Offer to
Purchase") and was originally set to expire on May 15, 1996. Unless otherwise
defined herein, capitalized terms in this letter have the same meaning as in
the Offer to Purchase. The amended terms of the Offer set forth below (the
"Amendment") supplement and should be read in conjunction with the Offer to
Purchase, which, except to the extent modified by this letter, is incorporated
herein by reference.
THE AMENDMENT
OFFER EXTENDED TO WEDNESDAY, JUNE 13, 1996. The Purchaser's Offer hereby is
amended to extend the period of time for which the Offer is open until 12:00
midnight, New York City time, on Wednesday, June 13, 1996. The Purchaser will
continue to have the discretion to extend the Offer further. See "The Tender
Offer--Section 1--Terms of the Offer." As of May 14, 1996, 220.5 Units had
been validly tendered pursuant to the Offer.
In order to tender your Units pursuant to the Offer, a properly completed
and duly executed Letter of Transmittal (or facsimile thereof) with any
required signature guarantees and any other documents required by the Letter
of Transmittal must be received by the Depositary at its address set forth on
the back cover of the Offer to Purchase on or prior to the Expiration Date, as
amended by this letter. See "The Tender Offer--Section 3--Procedures for
Accepting the Offer and Tendering Units."
Additional copies of the Offer to Purchase, the Letter of Transmittal and
other tender offer materials may be obtained from the Information Agent,
MacKenzie Partners, Inc., 156 Fifth Avenue, New York, New York 10010, phone:
(212) 929-5500 or (800) 322-2885.
Other Information
On April 24, 1996, in Delaware State Chancery Court, Cary W. Salter, Jr., a
limited partner of the Partnership, filed a lawsuit against the Partnership,
the Purchaser, Host Marriott Corporation, the General Partner and the
directors of the General Partner, alleging, among other things, that the
defendants have violated their fiduciary duties. The complaint seeks, among
other things, certification as a class action, to enjoin the Offer and
damages. In a separate lawsuit filed May 3, 1996 in the Delaware State
Chancery Court, MacKenzie Patterson Special Fund 2 L.P. and George Wasserman,
each a limited partner of the Partnership, have filed a similar lawsuit
seeking similar relief. Plaintiffs have moved to consolidate these two
actions. On May 10, 1996, in the Circuit Court of the Fifteenth Judicial
Circuit in and for Palm Beach County, Florida, The Sylvia Bernice Rosenblum
Trust, a limited partner of the Partnership, also filed a similar action
seeking similar relief against the above mentioned parties and Marriott
International, Inc. The General Partner and the other defendants believe that
these actions are without merit and will contest them vigorously.
* * * * *
<PAGE>
If you have any questions about the Offer, or need help in completing the
Letter of Transmittal, please call the Information Agent. Please note that
there is no relationship between the Information Agent and MacKenzie Patterson,
Inc., a limited partner of the Partnership.
If you have any questions regarding Partnership operations, please call Host
Marriott Investor Relations at (301) 380-2070.
We thank you for your consideration and prompt attention to the Offer.
Very truly yours,
MHP II Acquisition Corp.
By: Christopher J. Nassetta
President
