<PAGE>
---------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------
SCHEDULE 14D-1/A
Amendment No. 3
(Final Amendment)
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
and
Schedule 13D
under 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>
CUSIP No. (NONE) Page 2 of Pages
------------
1. NAMES OF REPORTING PERSONS;
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Host Marriott Corporation
I.R.S. Identification No. 53-0085950
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
[ ] (a)
[ ] (b)
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCES OF FUNDS (SEE INSTRUCTIONS)
WC
- --------------------------------------------------------------------------------
5.[_] CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) OR 2(f)
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
474.75 Units
- --------------------------------------------------------------------------------
8. [_] CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
- --------------------------------------------------------------------------------
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
47.5%
- --------------------------------------------------------------------------------
10. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
- --------------------------------------------------------------------------------
-2-
<PAGE>
CUSIP No. (NONE) Page 3 of Pages
------------
1. NAMES OF REPORTING PERSONS;
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MHP Acquisition Corp.
I.R.S. Identification No. 52-2002254
------------
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
[ ] (a)
[ ] (b)
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCES OF FUNDS (SEE INSTRUCTIONS)
OO
- --------------------------------------------------------------------------------
5.[_] CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) OR 2(f)
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
464.25 Units
- --------------------------------------------------------------------------------
8. [_] CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
- --------------------------------------------------------------------------------
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
46.4%
- --------------------------------------------------------------------------------
10. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
- --------------------------------------------------------------------------------
-3-
<PAGE>
This Amendment No. 3 is the Final Amendment to the Tender Offer
Statement on Schedule 14D-1 relating 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, as amended and supplemented by the First
Amendment Letter and the Second Amendment Letter. Capitalized terms used in
this Final Amendment and not otherwise defined herein shall have the meanings
set forth in the Offer to Purchase, as amended and related Letter of
Transmittal. This Final Amendment also serves as the initial filing of Schedule
13D under the Exchange Act for the Purchaser and Parent.
The Offer to Purchase expired on January 14, 1997 at 6:00 P.M. New York
City time. At the expiration of the Offer, 464.25 Units (representing
approximately 46.4% of the outstanding Units) had been tendered pursuant to the
Offer. The Purchaser has notified the Depository that it has accepted for
payment all 464.25 Units tendered. As a result of the acceptance for payment of
the 464.25 Units, Parent will beneficially own a total of 474.75 Units
representing 47.5% of the outstanding Units.
-2-
<PAGE>
Item 6. Interest in Securities of the Subject Company
Items 6(a) and (b) are hereby amended as follows:
The Purchaser has notified the Depositary that it has accepted for
payment all 464.25 Units tendered pursuant to the Offer (representing
approximately 46.4% of the outstanding Units). As a result of the acceptance for
payment of the 464.25 Units, Parent will beneficially own a total of 474.75
Units, representing approximately 47.5% of the outstanding Units.
<PAGE>
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) First Amendment Letter *
(a)(5)(i) Second Amendment Letter *
(a)(6) Press Release dated December 23, 1996 *
(a)(7) Press Release dated January 15, 1997
(b)-(f) Not applicable
- --------------
* Previously Filed
-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 ACQUISITION CORP.
Dated: January 15, 1997 By: /s/ Christopher J. Nassetta
-------------------- ----------------------------
Name: Christopher J. Nassetta
Title: President
HOST MARRIOTT CORPORATION
Dated: January 15, 1997 By: /s/ Christopher J. Nassetta
------------------ ----------------------------
Name: Christopher J. Nassetta
Title: Executive Vice President
-4-
<PAGE>
[LETTERHEAD OF HOST MARRIOTT CORPORATION APPEARS HERE]
Exhibit (a)(7)
HOST MARRIOTT SUCCESSFULLY COMPLETES
TENDER OFFER FOR LIMITED PARTNERSHIP UNITS
BETHESDA, MD, January 15, 1997 -- Host Marriott Corporation today announced it
has successfully completed its tender offer for limited partnership units in
Marriott Hotel Properties Limited Partnership (MHP). The offering, which was
oversubscribed, will result in the company's purchase of 464.25 units or 46.4%
of the limited partnership units for aggregate consideration of $37,140,000 or
$80,000 per unit. Combined with its prior ownership position, the Company now
indirectly owns through affiliates, 48% of this partnership. An affiliate of the
Company serves as the General Partner. Additionally, in a vote held in
conjunction with the tender offer, the limited partners approved certain
amendments to the partnership agreement that were conditions to the tender
offer.
The 1996 EBITDA for the two hotels owned by MHP was approximately $52 million.
The Partnership has mortgage debt of approximately $231 million which carries a
fixed weighted average interest rate of 8.7%.
MHP owns two premier destination convention resorts located in Florida. The
1,503 room Marriott Orlando World Center Hotel includes 200,000 square feet of
convention/meeting space, nine restaurants or lounges, an 18-hole golf course,
four swimming pools and eight tennis courts.
<PAGE>
MHP also owns a 50.5 percent partnership interest in the 624-room, beach-front
Marriott Harbor Beach Resort in Fort Lauderdale, Florida. This hotel includes
30,000 square feet of meeting space, a private beach, eight restaurants or
lounges, five tennis courts, and a swimming pool. Both hotels will continue to
be managed by Marriott International, Inc.
Terence C. Golden, president and chief executive officer, stated, "The
successful completion of this exciting transaction represents our fourth
partnership acquisition during the past twelve months. We continue to see
significant opportunity in this area for Host Marriott to pursue strategic
acquisitions at attractive pricing while offering our limited partners an
opportunity for liquidity."
Host Marriott is a lodging real estate company which currently owns or holds
controlling interest in 81 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 interest in various
unconsolidated partnerships that own 251 lodging properties, 31 of which are
full service hotels.
