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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
SCHEDULE 14D-1/A
(Amendment No. 3)
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)
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Calculation of Filing Fee
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Transaction Valuation (1) Amount of Filing Fee (1)
$111,000,000 $22,200
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(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 $150,000 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.
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Amounts Previously Paid: $18,500 $3,700
Forms or Registration Nos.: Schedule 14D-1 Schedule 14D-1/A
Filing Parties: MHP II Acquisition Corp. and MHP II Acquisition Corp. and
Host Marriott Corporation Host Marriott Corporation
Date Filed: April 18, 1996 May 23, 1996
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EXHIBIT INDEX IS ON PAGE 4.
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ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
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(a)(9) Press Releases
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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 24, 1996 By: /s/ Christopher J. Nassetta
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Christopher J. Nassetta
President and Chief Operating Officer
HOST MARRIOTT CORPORATION
Dated: May 24, 1996 By: /s/ Christopher G. Townsend
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Christopher G. Townsend
Senior Vice President, Deputy General
Counsel and Corporate Secretary
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EXHIBIT INDEX
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Exhibit No. Page No.
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(a)(9) Press Releases 5
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EXHIBIT (A)(9)
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HOST MARRIOTT EXTENDS TENDER
FOR PARTNERSHIP UNITS
BETHESDA, MD, May 24, 1996 -- Host Marriott Corporation today announced that it
has increased its offer to purchase up to 100 percent of the limited partnership
units of the Marriott Hotel Properties II Limited Partnership (MHP II) from
$125,000 per unit to $150,000 per unit or $111,000,000 in total for all 740
limited partnership units not already owned by the company or its affiliates.
The tender offer is currently scheduled to expire on Thursday, June 13, 1996.
MHP II owns the 1,290-room New Orleans Marriott hotel, the 999-room San
Antonio Marriott Rivercenter hotel, the 368-room San Ramon Marriott hotel, and a
50 percent limited partner interest in the 754-room Santa Clara hotel.
Host Marriott Corporation is a lodging real estate company which currently
owns 64 full service hotel properties primarily under the Marriott brand name.
The company also serves as general partner and holds minority interests in
various unconsolidated partnerships that own 261 lodging properties, 41 of which
are full service hotels.
Press Contact: Terry Souers 301/380-1339 -- Investor Relations
Contact: Andrea Jacob 301/380-1735
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HOST MARRIOTT TENDERS
FOR PARTNERSHIP UNITS
BETHESDA, MD, April 18, 1996--Host Marriott Corporation today announced that
it has commenced an offer to purchase up to 100 percent of the limited
partnership units of the Marriott Hotel Properties II Limited Partnership
(MHP II) for $125,000 per unit, or $92,500,000 in total for all 740 limited
partnership units.
MHP II owns the 1,290-room New Orleans Marriott hotel, the 999-room San
Antonio Marriott Rivercenter hotel, the 368-room San Ramon Marriott hotel, and a
50 percent limited partner interest in the 754-room Santa Clara Marriott hotel.
The company said that the tender offer is subject to a number of
conditions, including the tender of a minimum of 50.1 percent of the total units
outstanding. The tender offer will expire at 12:00 midnight New York City time
on May 15, 1996, unless extended. Tender offer materials are being mailed to the
limited partners today.
Host Marriott Corporation is a lodging real estate company which currently
owns 62 full-service hotel properties operated primarily under the Marriott
brand name. The company also serves as general partner and holds minority
interests in various unconsolidated partnerships that own 261 lodging
properties, 41 of which are full service hotels.
Press Contact: Terry Souers 301/380-1339 - Investor Relations Contact: Andrea
Jacob 301/380-1735
