<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 LIMITED PARTNERSHIP
(Name of Subject Company)
MHP ACQUISITION CORP.
HOST MARRIOTT CORPORATION
(Bidders)
Units of Limited Partnership Interest
(Title of Class of Securities)
None
(CUSIP Number of Class of Securities)
---------
Christopher J. Nassetta J. Warren Gorrell, Jr., Esq.
MHP Acquisition Corp. Joseph G. Connolly Jr., 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)
------------------
<PAGE>
This Amendment No. 1 to the Tender Offer Statement on Schedule 14D-1
relates to the offer by MHP Acquisition Corp., a Delaware corporation (the
"Purchaser") and wholly owned direct subsidiary of Host Marriott Corporation, a
Delaware corporation (the "Parent"), to purchase 450 outstanding units of
limited partnership interest (the "Units") in Marriott Hotel Properties Limited
Partnership, a Delaware limited partnership (the "Partnership"), at a price of
$80,000 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
November 19, 1996 (the "Offer to Purchase"), and the related Letter of
Transmittal including supplements thereto, copies of which are attached hereto
as Exhibits (a)(1) and (a)(2), which collectively constitute the "Offer." By
letter dated December 23, 1996 (the "Amendment Letter"), the Purchaser revised
the Offer to extend the period of time for which the Offer is open until 6:00
p.m., New York City time, on Friday, January 10, 1997. In the event more than
450 Units are validly tendered and not properly withdrawn on or prior to 6:00
p.m. on Friday, January 10, 1997 (the "Expiration Date"), the Purchaser will,
upon the terms and subject to the conditions of the Offer, accept for payment
450 Units on a pro rata basis based upon the number of Units properly tendered
by the Expiration Date and not withdrawn.
xi
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Item 10. Additional Information to be Furnished
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(f) Item 10(f) is hereby amended to add the following:
The information set forth in the Amendment Letter and the Supplemental
Question and Answer Brochure which are attached as exhibits (a)(5) and
(a)(4)(i) hereto are incorporated herein by reference.
Item 11. Material to be Filed as Exhibits
--------------------------------
(a)(1) Offer to Purchase, dated November 19, 1996*
(a)(2) Letter of Transmittal*
(a)(3) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9*
(a)(4) Form of Letter from General Partner to Unitholders with attached
Question and Answer Brochure*
(a)(4)(i) Form of Supplemental Question and Answer Brochure
(a)(5) Amendment Letter
(a)(6) Press Release dated December 23, 1996
(b)-(f) Not applicable
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* Previously Filed
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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 ACQUISITION CORP.
Dated: December 23, 1996 By: /s/ Christopher J. Nassetta
-------------------- ----------------------------
Name: Christopher J. Nassetta
Title: President
HOST MARRIOTT CORPORATION
Dated: December 23, 1996 By: /s/ Christopher J. Nassetta
------------------ ----------------------------
Name: Christopher J. Nassetta
Title: Executive Vice President
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<PAGE>
Exhibit (a)(4)(i)
MARRIOTT HOTEL PROPERTIES LIMITED PARTNERSHIP
SUPPLEMENTAL QUESTION AND ANSWER SHEET
(1) HOW WOULD ACCEPTING THE OFFER AFFECT ME FROM A TAX PERSPECTIVE IN 1997?
We strongly suggest that Unitholders considering tendering their Units
consult their tax advisors with specific reference to their own tax
situations.
Assuming that you are an individual U.S. taxpayer, that you purchased a
single Unit in the original offering, and that there is no proration of
tendered Units, if you tender your Unit you will realize estimated total
taxable income of $148,400. An estimated $143,300 would be characterized as
capital gain and the remaining $5,100 would be characterized as ordinary
income. Assuming a capital gain tax rate of 28% and that you are paying taxes
at the highest marginal individual federal income tax rate of 39.6% on
ordinary income, you would have an estimated total federal income tax
liability of $42,144 for 1997 on your 1997 Unit sale. If the closing date
occurs on or prior to January 31, 1997, you would not have any income from
operations for 1997 allocated to you.
Your cash tax liability could be less if you have unused passive activity
loss carryforwards from this Partnership or from other passive investments. If
your investment in the Partnership is and has been your only investment in a
passive activity the General Partner projects that you would have a passive
activity loss carryforward of $39,500, assuming that you have properly
accounted for your passive activity investment over the years.
The income that you recognize from a sale of your Unit will be income from a
passive activity. You are able to deduct passive activity loss carryforwards
from prior years from your income for the current year to the extent of your
net passive activity income for the year. Thus, if your net passive activity
income equals or exceeds your net passive activity loss carryforward from
prior years, the full amount of the carryforward losses may be deducted. The
passive activity loss rules govern the timing of passive activity loss
utilization; however, the character of the losses is unaffected by the passive
activity loss rules. Accordingly, any passive activity loss carryforwards that
you have from this Partnership will be ordinary in character, even though a
substantial portion of the passive activity income permitting these loss
carryforwards to be used is capital gain.
If more than 450 Units are tendered and you tender your Unit, the Purchaser
will purchase a pro rata portion of your Unit. In this case, the basis of your
Unit would also need to be prorated between the portion of your Unit which is
sold and the portion which you retain. For example, if 600 Units are tendered
the Purchaser will purchase 75% of your Unit and you will retain the fraction
of the Unit (25%) not accepted for purchase as a result of the proration. Your
taxable income in this case would be 75% of the amount above.
1
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The computation of your 1997 federal tax liability relating to the sale of a
Unit that is tendered under two different scenarios is illustrated below:
<TABLE>
<CAPTION>
450 UNITS 600 UNITS
ARE TENDERED ARE TENDERED
(NO PRORATION) (PRORATION)
-------------- ------------
<S> <C> <C>
Amount Realized
Cash received................................... $ 80,000 $ 60,000
Relief of nonrecourse debt...................... 184,300 138,225
-------- --------
Total Amount Realized............................. $264,300 $198,225
======== ========
Less: Adjusted Basis in Partnership Unit
Estimated Capital account at 12/31/96........... $(79,100) $(59,325)
Share of nonrecourse debt....................... 184,300 138,225
Syndication costs............................... 10,700 8,025
-------- --------
Net adjusted basis in Partnership Unit............ $115,900 $ 86,925
======== ========
Capital gain on sale............................ 143,300 107,475
Ordinary gain on sale........................... 5,100 3,825
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Total gain on sale................................ $148,400 $111,300
======== ========
Tax on estimated capital gain (28%)............... $ 40,124 $ 30,093
Tax on estimated ordinary income from sale of Unit
(39.6%).......................................... 2,020 1,515
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Total estimated federal tax liability............. $ 42,144 $ 31,608
======== ========
Cash net of taxes paid
Cash purchase price............................. $ 80,000 $ 60,000
Estimated tax liability......................... 42,144 31,608
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Net cash........................................ $ 37,856 $ 28,392
======== ========
</TABLE>
If your Unit is prorated as a result of more than 450 Units being validly
tendered, you will continue to own the prorated portion of the unit which is
not purchased by the Purchaser. Accordingly, you will continue to receive cash
distributions, and taxable income and loss allocations for this portion of the
Unit. Your adjusted basis in your prorated Unit in this example would equal
the remaining portion of the adjusted tax basis of the Unit as shown above
(including the allocable portion of the debt for your prorated Unit at that
time), plus the amount of any taxable income allocated to your prorated Unit
after consummation of the Offer, less the amount of any cash distributions or
losses allocated to your prorated Unit after consummation of the Offer.
(2) WHAT OTHER FACTORS MAY IMPACT THE TAX CONSEQUENCES OF THIS INVESTMENT IF I
RETAIN MY UNIT?
The future tax consequence of retaining your Unit will be impacted by
several factors, including the operations of the Hotels, the need for further
capital improvements, the terms of the mortgage debt obtained as a result of
the required refinancings and future tax legislation. One point that you
should be aware of is that the Partnership has benefited from a tax
perspective because the original Hotel improvements have been depreciated
based on a 15 year useful life. These depreciation deductions have reduced the
taxable income allocated to each Unit by approximately $9,000 per year. Since
this depreciation benefit will expire after the year 1999 for the Harbor Beach
Hotel, and after the year 2000 for the Orlando Hotel, investors should
anticipate commensurate increases in taxable income, with no corresponding
increase in cash distributions, ignoring the impact of the other factors.
2
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Exhibit (a)(5)
MHP ACQUISITION CORP. _________________________________________________________
DEPARTMENT 924.25 301/380-2070
0400 FERNWOOD ROAD
BETHESDA, MARYLAND 20817
December 23, 1996
RE: TENDER OFFER FOR UNITS OF MARRIOTT HOTEL
PROPERTIES LIMITED PARTNERSHIP
Dear Unitholder:
MHP Acquisition Corp. (the "Purchaser") is extending its Offer to purchase
your units of limited partnership interest ("Units") in Marriott Hotel
Properties Limited Partnership (the "Partnership") at a net cash price per
Unit of $80,000 until Friday, January 10, 1997. As of December 20, 1996, 392
Units had been validly tendered pursuant to the Offer.
Our Offer was originally sent to you on November 19, 1996 (the "Offer to
Purchase") and was originally set to expire on December 20, 1996. Unless
otherwise defined herein, capitalized terms in this letter have the same
meaning as in the Offer to Purchase. The amended term 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 FRIDAY, JANUARY 10, 1997. The Purchaser's Offer hereby is
amended to extend the period of time for which the Offer is open until 6:00
p.m., New York City time, on Friday, January 10, 1997 (the "Expiration Date").
Accordingly, the Offer, proration period and withdrawal rights now will expire
at such time and the sale of Units by Unitholders pursuant to the Offer will
be a 1997 transaction for tax purposes. The Purchaser will continue to have
the discretion to extend the Offer further. See "The Tender Offer--Section 1--
Terms of the Offer, Expiration Date and Proration."
Units which have previously been validly tendered and not withdrawn
constitute valid tenders for purposes of the Offer as amended. 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." The Offer is conditioned upon, among
other things, satisfaction of the Minimum Tender Condition and the Limited
Partners Consent Condition.
<PAGE>
The Offer to Purchase and the Letter of Transmittal contain important
information which should be read carefully before any decision is made with
respect to the Offer. As an update to our previous disclosure, the holder of a
.5 Unit, who is an officer of the Parent and who will be leaving his position
at the end of the year, has advised the Parent that he is undecided as to his
vote on the proposed amendments to the Partnership Agreement and as to whether
or not he will be tendering his .5 Unit. Additional copies of the Offer to
Purchase, the Letter of Transmittal and other tender offer materials may be
obtained from the Information Agent, Trust Company of America, 7103 South
Revere Parkway, Englewood, Colorado 80112-9523, phone: (800) 955-9033.
* * * * *
A supplement to the Question and Answer Sheet previously sent to you is
being furnished with this letter to provide answers to certain questions
relevant to extending the Expiration Date until January 10, 1997. If you have
any questions about the Offer, or need help in completing the Letter of
Transmittal, please call the Information Agent. 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 this matter.
Very truly yours,
MHP ACQUISITION CORP.
[SIGNATURE]
Christopher J. Nassetta
President
2
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Exhibit (a)(6)
[LETTERHEAD OF HOST MARRIOTT CORPORATION APPEARS HERE]
HOST MARRIOTT EXTENDS TENDER
FOR PARTNERSHIP UNITS
BETHESDA, MD, December 23, 1996 -- Host Marriott Corporation (NYSE: HMT) today
announced that it has extended the offering period to January 10, 1997 for
its offer to purchase 45 percent of the limited partnership units of the
Marriott Hotel Properties Limited Partnership (MHP). The offering price has
remained unchanged at $80,000 per unit, or $36,000,000.
MHP owns the 1,503-room Marriott Orlando World Center hotel and a 50.5 percent
partnership interest in the 624-room Marriott Harbor Beach Resort, located in
Ft. Lauderdale.
The company previously announced that the tender offer is subject to a number of
conditions, including the tender of a minimum of 45 percent of the total units
outstanding. As of Friday, December 20, 1996, 392 units, or 39% of the total
units outstanding, have been tendered. The offer will expire at 6:00 p.m., New
York City time on Friday, January 10, 1997, unless extended.
Host Marriott is a lodging real estate company which currently owns, or holds
controlling interests in, 79 upscale and luxury full-service hotel properties
operated primarily under the Marriott and Ritz-Carlton brand names. The company
also serves as general partner and holds minority interests in various
unconsolidated partnerships that own 253 lodging properties, 33 of which are
full-service hotels.
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