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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 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)
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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)
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This Amendment No. 2 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 "First 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. By letter dated
January 8, 1996 (the "Second Amendment Letter"), the Purchaser revised the Offer
to (i) Decrease the Minimum Tender Condition From 450 Units to 400 Units and
(ii) as a result, extend the period of time for which the Offer is open until
6:00 P.M., New York City time, on Tuesday, January 14, 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than 450 Units are validly tendered and not properly withdrawn on or prior to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.
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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 Second Amendment Letter which is
attached as exhibit (a)(5)(i) hereto is incorporated herein by reference.
Item 11. Material to be Filed as Exhibits
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(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) First Amendment Letter *
(a)(5)(i) Second 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: January 8, 1997 By: /s/ Christopher J. Nassetta
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Name: Christopher J. Nassetta
Title: President
HOST MARRIOTT CORPORATION
Dated: January 8, 1997 By: /s/ Christopher J. Nassetta
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Name: Christopher J. Nassetta
Title: Executive Vice President
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EX 99.5.A(i)
[LETTERHEAD OF MHP ACQUISITION CORP.]
January 8, 1997
Re: Tender Offer for Units of
Marriott Hotel Properties Limited Partnership
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Dear Unitholder:
MHP Acquisition Corp. (the "Purchaser") is (i) decreasing the Minimum
Tender Condition of its Offer to 400 Units and (ii) as a result, extending its
Offer to purchase your units of limited partnership ("Units") in Marriott Hotel
Properties Limited Partnership (the "Partnership") at a net cash price per Unit
of $80,000 until Tuesday, January 14, 1997. As of January 7, 1997, 423 Units
had been validly tendered pursuant to the Offer, and, accordingly, subject to a
Unitholder's rights to withdraw, the Minimum Tenders Condition will be
satisfied. The decrease in the Minimum Tender Condition, however, does not
affect the Offer's proration provision, which will only apply if more than 450
Units are validly tendered and not withdrawn.
Our Offer was originally sent to you on November 19, 1996 (the "Offer to
Purchase") and by letter dated December 23, 1996, the Offer was extended until
Friday, January 10, 1997. 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 "Amendments") 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 AMENDMENTS
DECREASE IN THE MINIMUM TENDER CONDITION TO 400 UNITS. The Purchaser's
Offer is amended to decrease from 450 Units to 400 Units (40% of the outstanding
Units) the minimum number of Units required to be validly tendered and not
withdrawn as of 6:00 p.m., New York City time on January 14, 1997, in order for
the Purchaser to consummate the Offer (the "Minimum Tender Condition"). As of
January 7, 1997, 423 Units have been validly tendered, and, accordingly, subject
to a Unitholder's right to withdraw, the Minimum Tender Condition will be
satisfied. The decrease in the Minimum Tender Condition, however, does not
affect the Offer's proration provision. If 450 Units or less are validly
tendered and not withdrawn as of the Expiration Date as defined below, the Units
tendered will not be subject to proration. If more than 450 Units are validly
tendered and not withdrawn as of such date, the Units will be subject to
proration (in accordance with Securities and Exchange Commission regulations).
See "The Tender Offer--Section 1--Terms of the Offer, Expiration Date and
Proration."
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OFFER EXTENDED TO TUESDAY, JANUARY 14, 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 Tuesday, January 14, 1997 (the "Expiration Date").
Accordingly, the Offer, proration period and withdrawal rights now will expire
at such time. See "The Tender Offer--Section 1--Terms of the Offer, Expiration
Date and Proration." Upon the terms and subject to the conditions of the Offer,
the Purchaser will accept for payment, and promptly pay for, all Units (subject
to proration) validly tendered and not withdrawn as of the Expiration Date. See
"The Tender Offer--Section 2--Acceptance for Payment and Payment for Units."
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 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, Trust Company of America, 7103 South Revere Parkway,
Englewood, Colorado 80112-9523, phone: (800) 955-9033.
* * * * *
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.
By: /s/ Christopher J. Nassetta
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Christopher J. Nassetta
President
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