<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
SCHEDULE 13E-3/A
(Amendment No. 2)
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. [ ]
Calculation of Filing Fee
- --------------------------------------------------------------------------------
Transaction Valuation (1) Amount of Filing Fee (1)
$111,000,000 $22,200
- --------------------------------------------------------------------------------
(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 $140,000 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.
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<S> <C>
Amounts Previously Paid: $18,500 $3,700
Forms or Registration Nos.: Schedule 14D-1 Schedule 14D-1/A
Filing Parties: MHP II Acquisition Corp. MHP Acquisition Corp.
and Host Marriott Corporation and Host Marriott Corporation
Dates Filed: April 18, 1996 May 23, 1996
</TABLE>
EXHIBIT INDEX IS ON PAGE 3.
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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, Amendment No. 2 which is attached hereto
as Exhibit (17)(d)(3), 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.
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<CAPTION>
Item in Where Located in
Schedule 13E-3/A Schedule 14D-1/A, Amendment No. 2
- ---------------- ---------------------------------
<S> <C>
Item 4(a) ........................... Second Amendment to Offer to Purchase
Item 16 ............................. Second Amendment to Offer to Purchase
Item 17.............................. Second 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, as amended on May 15, 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"), 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 (Amendment No. 1)") filed by the Purchaser and Parent with the
Commission on May 15, 1996 and by a Second Amendment to Offer to Purchase dated
May 23, 1996 (the "Second Amendment to Offer to Purchase"), a copy of which is
attached as Exhibit (a)(8) to the Schedule 14D-1/A (collectively with all other
exhibits, the "Schedule 14D-1/A (Amendment No. 2)") 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," in the Amendment to Offer to Purchase, and in the Second
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, the
Schedule 14D-1/A (Amendment No. 1) and exhibits thereto and the Schedule 14D-1/A
(Amendment No. 2) 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)(3) Schedule 14D-1/A (Amendment No. 2)
<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 23, 1996 By : /s/ Christopher J. Nassetta
-------------------------------
Christopher J. Nassetta
President and Chief Operating
Officer
HOST MARRIOTT CORPORATION
Dated: May 23, 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)(3) Schedule 14D-1/A (Amendment No. 2) 4
3
<PAGE>
EXHIBIT 17(D)(3)
4
<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
SCHEDULE 14D-1/A
(Amendment No. 2)
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)
-------------------------------
Calculation of Filing Fee
- -------------------------------------------------------------------------------
Transaction Valuation (1) Amount of Filing Fee (1)
$111,000,000 $22,200
- -------------------------------------------------------------------------------
(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.
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 4.
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<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, as amended on May 15,
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"), upon
the terms and subject to the conditions set forth in the Offer to Purchase dated
April 18, 1996, as amended by an Amendment to Offer to Purchase dated May 15,
1996 ( the "Offer to Purchase"), and in the related Letter of Transmittal, which
collectively constitute the "Offer."
The Offer hereby is amended to increase the purchase price from $125,000
to $150,000 per Unit, net to the seller in cash without interest thereon, as set
forth in the second amendment to the Offer to Purchase annexed hereto as Exhibit
(a)(8) (the "Second 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 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
-------------------------------------------------
(a) The Purchaser estimates that the maximum amount required by the
Purchaser to purchase the Units pursuant to the Offer and to pay related fees
and expenses is approximately $112 million. The Purchaser will obtain all the
funds necessary to finance the Offer through the capital investment of Parent.
ITEM 10. ADDITIONAL INFORMATION TO BE FURNISHED
--------------------------------------
(e) On May 22, 1996, the Delaware State Chancery Court consolidated
the lawsuits brought by Cary W. Salter, Jr., and MacKenzie Patterson Special
Fund 2, L.P. and George Wasserman against the Partnership, the Purchaser, Host
Marriott Corporation, the General Partner and the directors of the General
Partner. On or about May 17, 1996, these plaintiffs filed a motion for a
preliminary injunction to enjoin defendants from consummating the Offer and from
effectuating the proposed amendments to the Partnership Agreement and filed a
brief in support thereof. A hearing on this motion is scheduled for June 10,
1996. The General Partner and the other defendants believe that this motion is
without merit and will contest it vigorously.
(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, the Amendment to
Offer to Purchase annexed to the Schedule 14D-1/A (Amendment No.1) filed by the
Purchaser and Parent on May 15, 1996 as Exhibit (a)(7), and the Second Amendment
to Offer to Purchase annexed hereto as Exhibit (a)(8) is incorporated herein by
reference in its entirety.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
--------------------------------
(a)(8) Second Amendment to Offer to Purchase, dated May 23, 1996
-2-
<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 23, 1996 By: /s/ Christopher J. Nassetta
-----------------------------
Christopher J. Nassetta
President and Chief Operating Officer
HOST MARRIOTT CORPORATION
Dated: May 23, 1996 By: /s/ Christopher G. Townsend
-----------------------------
Christopher G. Townsend
Senior Vice President, Deputy General
Counsel and Corporate Secretary
-3-
<PAGE>
EXHIBIT INDEX
-------------
Exhibit No. Page No.
- ----------- --------
(a)(8) Second Amendment to Offer to Purchase, dated 5
May 23, 1996
-4-
<PAGE>
EXHIBIT (A)(8)
-5-
<PAGE>
MHP II
ACQUISITION CORP.
- -------------------------------------------------
May 23, 1996
Re: Tender Offer for All Outstanding Units of Marriott Hotel Properties
II Limited Partnership
Dear Unitholder:
MHP II Acquisition Corp. (the "Purchaser"), a wholly owned indirect
subsidiary of Host Marriott, has increased its Offer to purchase your units of
limited partnership ("Units") in Marriott Hotel Properties II Limited
Partnership (the "Partnership") from $125,000 to a net cash price per Unit of
$150,000.
Our Offer to Purchase was originally sent to you on April 18, 1996 and the
offering period was extended by a letter to you dated May 15, 1996. The Offer
is currently set to expire on Thursday, June 13, 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 and our letter
to you dated May 15, 1996, is incorporated herein by reference.
THE AMENDMENT
INCREASE IN OFFER PRICE TO $150,000 PER UNIT. The Purchaser's Offer hereby
is amended to increase its Offer Price to $150,000 per Unit net to the seller
in cash, without interest thereon, upon the terms and subject to the
conditions of the Offer to Purchase, as amended and supplemented hereby and by
our letter dated May 15, 1996, and in the related Letter of Transmittal. This
Offer Price will be paid with respect to all tendered Units accepted for
payment by the Purchaser, including those Units tendered prior to the date
hereof. As previously reported, the Offer was amended to extend the period of
time for which the Offer is open until 12:00 midnight, New York City time, on
Thursday, June 13, 1996 (the "Expiration Date").*
UNITS PREVIOUSLY VALIDLY TENDERED AND NOT WITHDRAWN CONSTITUTE VALID TENDERS
FOR PURPOSES OF THE OFFER. UNITHOLDERS ARE NOT REQUIRED TO TAKE ANY FURTHER
ACTION WITH RESPECT TO SUCH UNITS IN ORDER TO RECEIVE THE INCREASED OFFER
PRICE OF $150,000 PER UNIT, IF UNITS ARE ACCEPTED FOR PAYMENT AND PAID FOR BY
THE PURCHASER 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. See "The Tender Offer--Section 3--
Procedures for Accepting the Offer and Tendering Units."
- --------
*The Purchaser's announcement dated May 15, 1996 incorrectly identified June
13, 1996 as a Wednesday. In fact, the Offer is set to expire on June 13, 1996,
a Thursday. Withdrawal rights also will expire on Thursday, June 13, 1996.
<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. 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 May 22, 1996, the Delaware State Chancery Court consolidated the lawsuits
brought by Cary W. Salter, Jr., and MacKenzie Patterson Special Fund 2, L.P.
and George Wasserman against the Partnership, the Purchaser, Host Marriott
Corporation, the General Partner and the directors of the General Partner. On
or about May 17, 1996, these plaintiffs filed a motion for a preliminary
injunction to enjoin defendants from consummating the Offer and from
effectuating the proposed amendments to the Partnership Agreement and filed a
brief in support thereof. A hearing on this motion is scheduled for June 10,
1996. The General Partner and the other defendants believe that this motion is
without merit and will contest it vigorously.
*****
If you have any questions about the Offer, or need help in completing the
Letter of Transmittal, please call the Information Agent at (800) 322-2885.
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
2
