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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1/A
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE
ACT OF 1934
(AMENDMENT NO. 3)
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COURTYARD BY MARRIOTT LIMITED PARTNERSHIP
A DELAWARE LIMITED PARTNERSHIP
(NAME OF SUBJECT COMPANY)
PALM INVESTORS, LLC
A DELAWARE LIMITED LIABILITY COMPANY
ARLEN CAPITAL, LLC
(Bidder)
UNITS OF LIMITED PARTNERSHIP INTEREST
(TITLE OF CLASS OF SECURITIES)
None
(CUSIP Number of Class of Securities)
Don Augustine, Manager
Arlen Capital, LLC
1650 Hotel Circle North - Suite 200
San Diego, California 92108
(619) 686-2002
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Bidder)
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AMENDMENT NO. 3 TO SCHEDULE 14D-1
This Amendment No. 3 amends the Offer to Purchase on Schedule 14D-1 filed
with the Securities and Exchange Commission on May 26, 1998 (the "Schedule
14D-1") by Palm Investors, LLC, a Delaware limited partnership (the
"Purchaser"), relating to the Offer by the Purchaser to purchase up to 115
Units of Limited Partnership Interest ("Units") in Courtyard by Marriott
Limited Partnership, a Delaware Limited Partnership (the "Partnership"), for
a purchase price of $85,000 per Unit, upon the terms and conditions set forth
in the Offer to Purchase dated May 26, 1998, as amended by Amendment No. 1
dated June 26, 1998 and Amendment No. 2, dated July 17, 1998 (collectively
the "Offer to Purchase") and the related Agreement of Sale (which, together
with any supplements or amendments, collectively constitute the "Offer").
Capitalized terms not otherwise defined herein shall have the meaning
ascribed to them in the Schedule 14D-1 and the Offer to Purchase.
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ITEM 10. ADDITIONAL INFORMATION
(f) The Offer has been extended to midnight, Eastern Time, on
August 14, 1998. On July 31, 1998, the Purchaser published an announcement in
INVESTOR'S BUSINESS DAILY announcing such extension and reporting. A copy
of the text of the publication has been filed as Exhibit (a) (6) to this
Amendment No. 3 and is incorporated herein by reference in its entirety.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
(a) (6) Text of publication issued by the Purchaser on July 31, 1998.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: July 31, 1998 PALM INVESTORS, LLC
By: Arlen Capital, LLC
its Manager
By: /s/ DON AUGUSTINE
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Don Augustine, Manager
ARLEN CAPITAL, LLC
By: /s/ DON AUGUSTINE
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Don Augustine, Manager
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EXHIBIT (a) (6)
NOTICE TO HOLDERS OF LIMITED PARTNERSHIP UNITS OF
COURTYARD BY MARROTT LIMITED PARTNERSHIP
IMPORTANT ANNOUNCEMENT
The Offer by Palm Investors, LLC (the "Purchaser") to purchase Units of
Courtyard by Marriott Limited Partnership (the "Partnership") has been
extended and is now scheduled to expire at 12:00 midnight, Eastern Time on
August 14, 1998. To date, approximately 5.66 (".49%") Units have been
tendered to Purchaser and not withdrawn. Purchaser will acquire up to an
additional 108 Units (up to 10% of the issued and outstanding Units of the
Partnership). All of the terms and conditions of the Offer remain in full
force and effect.
For futher information, please contact the Purchaser at 1650 Hotel Circle North,
Suite 200, San Diego, CA 92108.
