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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. 1 - FINAL AMENDMENT)
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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
A CALIFORNIA LIMITED LIABILITY COMPANY
(Bidder)
UNITS OF LIMITED PARTNERSHIP INTERESTS
(TITLE OF CLASS OF SECURITIES)
None
(CUSIP Number of Class of Securities)
Arlen Capital, LLC
Don Augustine, Manager
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)
With a copy to:
Peter R. Pancione, Esq.
Gipson Hoffman & Pancione
1901 Avenue of the Stars - Suite 1100
Los Angeles, California 90067
Telephone: (310) 556-4660
Facsimile: (310) 556-8945
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CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
$1,875,000 $375
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* FOR PURPOSES OF CALCULATING THE FILING FEE ONLY. THIS CALCULATION
ASSUMES THE PURCHASE OF 25 UNITS AT A PURCHASE PRICE OF $75,000 PER UNIT
IN THE PARTNERSHIP. THE AMOUNT OF THE FILING FEE, CALCULATED IN
ACCORDANCE WITH WITH REGULATION 0-11 OF THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED, EQUALS 1/50 OF ONE PERCENT OF THE VALUE OF UNITS
ASSUMED TO BE PURCHASED.
[ ] 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: NOT APPLICABLE FILING PARTY: NOT APPLICABLE
FORM OF REGISTRATION NO.: NOT APPLICABLE DATE FILED: NOT APPLICABLE
Page 1 of 6
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CUSIP NO. NONE Page 2 of 6 Pages
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1. Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Palm Investors, LLC - IRS Identification No.: 33-0741043
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) / /
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3. SEC Use Only
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4. Sources of Funds (See Instructions)
WC
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5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(e) or 2(f)
/ /
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6. Citizenship or Place of Organization
State of Delaware
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7. Aggregate Amount Beneficially Owned By Each Reporting Person
62.67
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8. Check if the Aggregate in Row (7) Excludes Certain Units (See
Instructions)
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9. Percent of Class Represented by Amount in Row (7)
Approximately 5.45%
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10. Type of Reporting Persons (See Instructions)
OO
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Page 2 of 6
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CUSIP NO. NONE Page 3 of 6 Pages
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1. Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Arlen Capital, LLC - IRS Identification No: 33-0713478
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) / /
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3. SEC Use Only
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4. Sources of Funds (See Instructions)
AF
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5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(e) or 2(f)
/ /
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6. Citizenship or Place of Organization
State of California
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7. Aggregate Amount Beneficially Owned By Each Reporting Person
62.67 Units
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8. Check if the Aggregate in Row (7) Excludes Certain Units (See
Instructions)
/ /
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9. Percent of Class Represented by Amount in Row (7)
Approximately 5.45%
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10. Type of Reporting Persons (See Instructions)
CO
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Page 3 of 6
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AMENDMENT NO. 1 TO SCHEDULE 14D-1
This Amendment No. 1 amends the Tender Offer Statement on Schedule 14D-1
filed by Palm Investors, LLC, a Delaware limited liability company (the
"Purchaser") and Arlen Capital, LLC, a California limited liability company,
with the Securities and Exchange commission on April 13, 1999, relating to
the tender offer by the Purchaser to purchase up to 75 units of limited
partnership interests ("Units") of Courtyard By Marriott Limited Partnership,
a Delaware limited partnership, upon the terms and subject to the conditions
set forth in the Purchaser's Offer to Purchase dated April 13, 1999 and the
related Agreement of Sale to include the information set forth below.
Capitalized terms set forth herein shall have the same meaning as set
forth in the Offer to Purchase.
ITEM 1. SECURITY AND SUBJECT COMPANY
(b) The Offer has been terminated by Purchaser and Purchaser will not
purchase any Units.
Purchaser, as a party to the lawsuits against the Partnership as
disclosed in the Offer to Purchase, will participate in mediation hearings
regarding the lawsuits during which confidential information regarding the
Partnership will be discussed. The Court has issued a Protective Order
prohibiting disclosure of the confidential information. Under the rules
which govern tender offers, all material information must be disclosed.
Purchaser would violate the Protective Order if it learns of material
information and discloses such information. Purchaser would violate the
tender offer rules if it did not disclose such information. Accordingly,
Purchaser exercised its right contained in the conditions to the Offer to
Purchase to terminate the offer.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
(a)(5) - Summary Publication.
(a)(6) - Press Release.
Page 4 of 6
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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: May 6, 1999 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
Page 5 of 6
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EXHIBIT INDEX
Exhibit No. Description
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(a)(5) - Summary Publication.
(a)(6) - Press Release.
Page 6 of 6
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THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE, NOR A SOLICITATION OF AN
OFFER TO SELL THE SECURITIES. THE OFFER IS MADE ONLY BY THE OFFER TO PURCHASE
AND THE RELATED AGREEMENT OF SALE AND IS NOT BEING MADE (NOR WILL TENDERS BE
ACCEPTED FROM) HOLDERS OF UNITS IN ANY JURISDICTION IN WHICH THE OFFER OR THE
ACCEPTANCE THEREOF WILL NOT BE IN COMPLIANCE WITH THE SECURITIES LAWS OF SUCH
JURISDICTION; IN THOSE JURISDICTIONS WHERE SECURITIES LAWS REQUIRE THE OFFER TO
BE MADE BY A LICENSED BROKER OR DEALER, THE OFFER SHALL BE DEEMED TO BE MADE ON
BEHALF OF THE PURCHASER ONLY BY ONE OR MORE REGISTERED BROKERS OR DEALERS
LICENSED UNDER THE LAWS OF SUCH JURISDICTION.
NOTICE OF TERMINATION OF OFFER TO PURCHASE FOR CASH
UP TO 25 UNITS OF LIMITED PARTNERSHIP INTERESTS ("UNITS")
of Courtyard By Marriott Limited Partnership (the "Partnership")
by Palm Investors, LLC, a Delaware Limited Liability Company
(the "Purchaser")
The offer, dated April 13, 1999, to purchase for cash of up to 25 Units held by
the unit holders of the Partnership for $75,000 per Unit (the "Offer to
Purchase") has been terminated by the Purchaser. Purchaser, as a party to the
lawsuits against the Partnership as disclosed in the Offer to Purchase, will
participate in mediation hearings regarding the lawsuits during which
confidential information regarding the Partnership will be discussed. The Court
has issued a Protective Order prohibiting disclosure of the confidential
information. Under the rules which govern tender offers, all material
information must be disclosed. Purchaser would violate the Protective Order if
it learns of material information and discloses such information. Purchaser
would violate the tender offer rules if it did not disclose such information.
Accordingly, Purchaser exercised its right contained in the conditions to the
Offer to Purchase to terminate the offer.
May 6, 1999
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FOR IMMEDIATE RELEASE
Contact: James Watts (619) 686-2025
PALM INVESTORS, LLC TERMINATES OFFER
TO PURCHASE UNITS OF LIMITED
PARTNERSHIP INTERESTS OF COURTYARD BY MARRIOTT LIMITED PARTNERSHIP
San Diego, California (May 6, 1999). Palm Investors, LLC ("Purchaser")
has announced that its April 13, 1999 Offer to Purchase for cash of up to 25
Units of Limited Partnership Interests ("Units") of Courtyard By Marriott
Limited Partnership (the "Partnership") at $75,000 per Unit has been
terminated.
Purchaser, as a party to the lawsuits against the Partnership as
disclosed in the Offer to Purchase, will participate in mediation hearings
regarding the lawsuits during which confidential information regarding the
Partnership will be discussed. The Court has issued a Protective Order
prohibiting disclosure of the confidential information. Under the rules
which govern tender offers, all material information must be disclosed.
Purchaser would violate the Protective Order if it learns of material
information and discloses such information. Purchaser would violate the
tender offer rules if it did not disclose such information. Accordingly,
Purchaser exercised its right contained in the conditions to the Offer to
Purchase to terminate the offer.
