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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 8
to
SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d) (1) OR 13(e) (1)
OF THE SECURITIES EXCHANGE ACT OF 1934
Courtyard by Marriott Limited Partnership
(Name of Subject Company)
CBM I Holdings LLC
CBM Joint Venture LLC
Marriott International, Inc.
MI CBM Investor LLC
Rockledge Hotel Properties, Inc.
Host Marriott Corporation
Host Marriott, L.P.
(Names of Offerors and Other Persons)
Units of limited partnership interests
(Title of Class of Securities)
None
(CUSIP Number of Class of Securities)
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<S> <C>
W. Edward Walter Ward R. Cooper
Rockledge Hotel Properties, Inc. Marriott International, Inc.
10400 Fernwood Road Dept. 52/923.23
Bethesda, Maryland 20817 10400 Fernwood Road
(301) 380-9000 Bethesda, Maryland 20817
(301) 380-3000
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(Name, Address and Telephone Numbers of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
-----------------
Copies to:
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<S> <C>
J. Warren Gorrell, Jr. David G. Pommerening
Bruce W. Gilchrist O'Melveny & Myers LLP
Hogan & Hartson LLP Columbia Square, 555 Thirteenth Street, N.W.
Columbia Square, 555 Thirteenth Street, N.W. Washington, D.C. 20004-1109
Washington, D.C. 20004-1109 (202) 383-5300
(202) 637-5600
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[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[X] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
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TENDER OFFER
This Amendment No. 8 amends and supplements the Tender Offer Statement on
Schedule TO filed with the Securities and Exchange Commission on May 18, 2000,
as amended (as so amended, the "Schedule TO") in connection with an offer by CBM
I Holdings LLC, a Delaware limited liability company (the "Purchaser") and an
indirect, wholly owned subsidiary of CBM Joint Venture LLC (the "Joint
Venture"), a Delaware limited liability company that is a joint venture between
MI CBM Investor LLC ("MI Investor"), a Delaware limited liability company and a
wholly owned indirect subsidiary of Marriott International, Inc., a Delaware
corporation ("Marriott International"), and Rockledge Hotel Properties, Inc., a
Delaware corporation ("Rockledge"), to purchase (the "Purchase Offer") all
outstanding units of limited partnership interest (the "Units") in Courtyard by
Marriott Limited Partnership, a Delaware limited partnership (the
"Partnership"), other than Units owned by the Partnership's general partner, for
$134,130 per Unit in cash (or a pro rata portion thereof), or a net amount per
Unit of $133,500 after payment of court-awarded attorneys' fees and expenses,
upon the terms and subject to the conditions set forth in the Purchase Offer and
Consent Solicitation dated August 7, 2000, the Supplement thereto dated
September 26, 2000 and the related Proof of Claim, Assignment and Release
(collectively, the "Purchase Offer and Consent Solicitation"). Capitalized terms
used and not defined herein shall have the meanings ascribed to such terms in
the Purchase Offer and Consent Solicitation.
ITEM 4. TERMS OF THE TRANSACTION.
Information previously provided in response to this Item 4 is hereby
amended and supplemented to include the following information:
The Purchaser has extended the Purchase Offer to 11:00 a.m., New York City
time, on Tuesday, October 24, 2000. The Purchase Offer had previously been
scheduled to expire at 5:00 p.m., New York City time, on Thursday, October 19,
2000.
On October 20, 2000, Marriott International and Rockledge issued a joint
press release with respect to the foregoing matter. A copy of this joint press
release is attached hereto as Exhibit (a)(11) and is incorporated herein by
reference.
ITEM 12. MATERIALS TO BE FILED AS EXHIBITS, INCLUDING MATERIALS TO BE FILED
PURSUANT TO SCHEDULE 13E-3.
Information previously provided in response to this Item 12 is hereby
amended and supplemented to include the following exhibits:
(a) (11) Joint Press Release issued on October 20, 2000
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SIGNATURES
After due inquiry and to the best knowledge and belief of the undersigned,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Date: October 20, 2000 CBM I HOLDINGS LLC
By: CBM Mezzanine Borrower LLC
By: CBM Joint Venture LLC
By: Rockledge Hotel Properties, Inc.
By: /s/ W. Edward Walter
---------------------------
Name: W. Edward Walter
Title: Vice President
By: MI CBM Investor LLC
By: /s/ Carolyn B. Handlon
---------------------------
Name: Carolyn B. Handlon
Title: Manager and Treasurer
CBM JOINT VENTURE LLC
By: Rockledge Hotel Properties, Inc.
By: /s/ W. Edward Walter
---------------------------
Name: W. Edward Walter
Title: Vice President
By: MI CBM Investor LLC
By: /s/ Carolyn B. Handlon
---------------------------
Name: Carolyn B. Handlon
Title: Manager and Treasurer
MARRIOTT INTERNATIONAL, INC.
By: /s/ Carolyn B. Handlon
---------------------------
Name: Carolyn B. Handlon
Title: Vice President and Treasurer
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MI CBM INVESTOR LLC
By: /s/ Carolyn B. Handlon
--------------------------------------
Name: Carolyn B. Handlon
Title: Manager and Treasurer
ROCKLEDGE HOTEL PROPERTIES, INC.
By: /s/ W. Edward Walter
--------------------------------------
Name: W. Edward Walter
Title: Vice President
HOST MARRIOTT CORPORATION
By: /s/ W. Edward Walter
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Name: W. Edward Walter
Title: Executive Vice President
HOST MARRIOTT, L.P.
By: Host Marriott Corporation
By: /s/ W. Edward Walter
----------------------------
Name: W. Edward Walter
Title: Executive Vice President
COURTYARD BY MARRIOTT LIMITED PARTNERSHIP
By: CBM One LLC
By: /s/ Donald D. Olinger
----------------------------
Name: Donald D. Olinger
Title: Vice President
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EXHIBIT INDEX
(a) (11) Joint Press Release issued on October 20, 2000.
