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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
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.
(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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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) 380-3000 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)
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Copies to:
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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 Tender Offer Statement on Schedule TO (the "Schedule TO")
relates to 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") (through
wholly owned subsidiaries), to purchase (the "Purchase Offer") all outstanding
units of limited partnership interest in Courtyard by Marriott Limited
Partnership, a Delaware limited partnership (the "Partnership") other than units
owned by the general partner, at $134,130 per unit (or a pro rata portion
thereof) in cash, upon the terms and subject to the conditions set forth in the
Purchase Offer and Consent Solicitation dated July ___, 2000 and the related
Proof of Claim, Assignment and Release, copies of which are attached hereto as
Exhibits (a) (1) and (a) (2), respectively (which, as amended or supplemented
from time to time, are collectively herein referred to as the "Purchase Offer
and Consent Solicitation"). The Purchase Offer and the consent solicitation (as
described below) are being made pursuant to the terms of a settlement agreement
relating to a class action lawsuit brought against the general partner of the
Partnership and various other entities. In the Merger, (1) each outstanding unit
that has not been tendered in the Purchase Offer (other than units held by the
general partner, the Purchaser and holders who elect to opt-out of the
Settlement) will be converted into the right to receive $134,130 per unit (or
pro rata amount thereof) in cash, and (2) each outstanding unit (or partial
unit) held by a holder who elects to opt-out of the Settlement (as defined in
the Purchase Offer and Consent Solicitation), will be converted into the right
to receive a cash amount equal to the appraised value of such unit (or a pro
rata portion thereof), not including any amount representing the value of the
claims asserted in the class action litigation and reduced by any amount owed by
the holder on the original purchase price of such unit. If the court approves
legal fees and expenses of approximately $18,000 per unit to counsel to the
class action plaintiffs in the Haas Litigation (as defined in the Purchase Offer
and Consent Solicitation), the net amount that each holder that is a class
member will receive is approximately $116,000 per unit (or a pro rata portion
thereof) (the "Net Settlement Amount"). The Net Settlement Amount to be received
by any holder in the Purchase Offer or the Merger (as defined below) will be
reduced by any amount owed by the holder on the original purchase price of such
unit.
The Purchase Offer and Consent Solicitation also relates to the
solicitation by the general partner of the Partnership of consents to a merger
of a subsidiary of the Purchaser with and into the Partnership (the "Merger")
and to certain amendments to the Partnership's Partnership Agreement.
The information in the Purchase Offer and Consent Solicitation
including all schedules and annexes thereto, is hereby expressly incorporated by
reference as set forth below.
ITEM 1. SUMMARY TERM SHEET.
The information set forth in the section of the Purchase Offer and
Consent Solicitation captioned "Summary Term Sheet" is incorporated
herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) The information set forth in the section of the Purchase Offer and
Consent Solicitation captioned "Special Factors -- Certain Information
Concerning the Partnership" is incorporated herein by reference.
(b) The information set forth in the sections of the Purchase Offer
and Consent Solicitation captioned "Summary Term Sheet" and "The
Written Consents - Record Date and Outstanding Units" is incorporated
herein by reference.
(c) The information set forth in the section of the Purchase Offer and
Consent Solicitation captioned "The Purchase Offer -- Market for the
Partnership's Limited
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Partnership Units and Related Security Holder Matters" is incorporated
herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a) The information set forth in the section of the Purchase Offer and
Consent Solicitation captioned "Special Factors -- Certain Information
Concerning the Purchaser, the Joint Venture, Marriott International, MI
Investor and Rockledge" and Schedule I to the Purchase Offer and
Consent Solicitation captioned "Directors and Executive Officers of
Marriott International, Inc., MI CBM Investor LLC, Rockledge Hotel
Properties, Inc., CBM Joint Venture LLC and CBM I Holdings LLC" is
incorporated herein by reference.
(b) The information set forth in the section of the Purchase Offer and
Consent Solicitation and Consent Solicitation captioned "Special
Factors -- Certain Information concerning the Purchaser, the Joint
Venture, Marriott International, MI Investor and Rockledge" and
Schedule I to the Purchase Offer and Consent Solicitation captioned
"Directors and Executive Officers of Marriott International, Inc., MI
CBM Investor LLC, Rockledge Hotel Properties, Inc., CBM Joint Venture
LLC and CBM I Holdings LLC" is incorporated herein by reference.
(c) The information set forth in the section of the Purchase Offer and
Consent Solicitation captioned "Special Factors -- Certain Information
Concerning the Purchaser, the Joint Venture, Marriott International, MI
Investor and Rockledge" and Schedule I to the Purchase Offer and
Consent Solicitation captioned "Directors and Executive Officers of
Marriott International, Inc., MI CBM Investor LLC, Rockledge Hotel
Properties, Inc., CBM Joint Venture LLC and CBM I Holdings LLC" is
incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth in the sections of the Purchase Offer
and Consent Solicitation captioned "Summary Term Sheet," "Special
Factors -- Purpose and Structure of the Purchase Offer, Merger and
Amendments," "Special Factors -- The Merger," "Special Factors -- The
Amendments," "Special Factors -- Federal Income Tax Considerations,"
"Special Factors -- Plans for the Partnership; Certain Effects of the
Purchase Offer," "The Purchase Offer -- Terms of the Purchase Offer,"
"The Purchase Offer --Settlement Fund; Acceptance for Payment; Payment
for Units," "The Purchase Offer --Procedures for Accepting the Purchase
Offer and Tendering Units," "The Purchase Offer -- Withdrawal Rights,"
"The Written Consents -- Effective Time of the Merger," "The Written
Consents -- Effective Time of the Amendments" is incorporated herein by
reference.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(a) The information set forth in the section of the Purchase Offer and
Consent Solicitation captioned "Special Factors -- Certain Transactions
with the Partnership," "Special Factors -- Certain Information
Concerning the Purchaser, the Joint Venture, Marriott International, MI
Investor and Rockledge" and Schedule I to the Purchase Offer and
Consent Solicitation captioned "Directors and Executive Officers of
Marriott International, Inc., MI CBM Investor LLC, Rockledge Hotel
Properties, Inc., CBM Joint Venture LLC and CBM I Holdings LLC" is
incorporated herein by reference.
(b) The information set forth in the sections of the Purchase Offer
and Consent Solicitation captioned "Special Factors -- Background of
the Settlement" and "Special Factors -- Plans for the Partnership;
Certain Effects of the Purchase Offer" is incorporated herein by
reference.
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ITEM 6. PURPOSE OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a) and (c) (1) -- (7) The information set forth in the sections of
the Purchase Offer and Consent Solicitation captioned "Special
Factors -- Background of the Settlement," "Special Factors -- The
Merger," "Special Factors -- Plans for the Partnership; Certain Effects
of the Purchase Offer" and "The Written Consents -- Rights of
Appraisal" is incorporated herein by reference.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a), (b) and (d) The information set forth in the section of the
Purchase Offer and Consent Solicitation captioned "Special Factors --
Source and Amount of Funds" is incorporated herein by reference.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) and (b) The information set forth in the section of the Purchase
Offer and Consent Solicitation captioned "Special Factors -- Security
Ownership and of Certain Beneficial Owners and Management" is
incorporated herein by reference.
ITEM 9. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.
(a) The information set forth in the section of the Purchase Offer
and Consent Solicitation captioned "Other Matters -- Fees and Expenses"
is incorporated herein by reference.
ITEM 10. FINANCIAL STATEMENTS.
(a) The financial statements of the Purchaser, the Joint Venture,
Marriott International, MI Investor and Rockledge are not material
to the Purchase Offer.
(b) The pro forma financial statements of the Purchaser, the Joint
Venture, Marriott International, MI Investor, and Rockledge are
not material to the Purchase Offer.
ITEM 11. ADDITIONAL INFORMATION.
(a) (1) The information set forth in the section of the Purchase Offer
and Consent Solicitation captioned "Special Factors -- Background of
the Settlement" and Special Factors -- The Settlement Agreement" is
incorporated herein by reference.
(a) (2)-(3) The information set forth in the section of the Purchase
Offer and Consent Solicitation captioned "Special Factors -- Regulatory
Matters" is incorporated herein by reference.
(a) (4) None
(a) (5) The information set forth in the section of the Purchase Offer
and Consent Solicitation captioned "Special Factors -- Background of
the Settlement" and "Special Factors -- The Settlement Agreement" is
incorporated herein by reference.
(b) The information set forth in the Purchase Offer and Consent
Solicitation and the Proof of Claim, Assignment and Release is
incorporated herein by reference.
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ITEM 12. MATERIALS TO BE FILED AS EXHIBITS, INCLUDING MATERIALS TO BE FILED
PURSUANT TO SCHEDULE 13E-3.
(a) (1) Purchase Offer and Consent Solicitation dated _________, 2000.
(a) (2) Proof of Claim, Assignment and Release.*
(a) (3) Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.*
(a) (4) Letter to Clients for Use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.*
(a) (5) Guidelines Regarding Taxpayer Identification Number.*
(a) (6) Form of Summary advertisement.*
(b) Not applicable.
(c) Not applicable.
(d) (1) Form of Agreement and Plan of Merger by and among the
Joint Venture, Merger Sub and the Partnership.*
(d) (2) Settlement Agreement dated as of March 9, 2000 among the
Milkes Plaintiffs (as defined therein), the Haas Plaintiffs (as defined
therein), the Palm and Equity Intervenors (as defined therein) and the
Defendants (as defined therein), each by and through their respective
counsel of record.*
(f) Section 1.5 of the Form of Agreement and Plan of Merger by and
among the Joint Venture, Merger Sub and the Partnership, filed as
Exhibit (d)(2) to this Purchase Offer and Consent Solicitation, is
incorporated herein by reference.*
(g) Not applicable.
(h) Not applicable.
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* Previously filed.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Item 2. Subject Company Information.
(d) The information set forth in the sections of the Purchase
Offer and Consent Solicitation captioned "Special Factors --
Selected Historical Consolidated Financial Data" and "The
Purchase Offer -- Market for the Partnership's Limited
Partnership Units and Related Security Holder Matters" is
incorporated herein by reference.
(e) Not applicable.
(f) Not applicable.
Item 4. Terms of the Transaction.
(c) The information set forth in the sections of the Purchase
Offer and Consent Solicitation captioned "Summary Term Sheet,"
"Special Considerations," "Special Factors -- The Settlement
Agreement", Special Factors -- Procedures for Opting-Out of
the Settlement", and "Special Factors -- The Merger -- Rights
of Unitholders Who Have Elected to Opt-Out of the Settlement"
is incorporated herein by reference.
(d) The information set forth in the sections of the Purchase
Offer and Consent Solicitation captioned "Summary Term Sheet,"
"Special Considerations," "Special Factors -- Procedures for
Opting-Out of the Settlement," "Special Factors -- The
Merger -- Rights of Unitholders Who Have Elected to Opt-Out of
the Settlement" and "The Written Consents -- Rights of
Appraisal" is incorporated herein by reference.
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(e) The information set forth in the section of the Purchase
Offer and Consent Solicitation captioned "The Purchase
Offer --Terms of the Purchase Offer -- Provisions for
Unaffiliated Unitholders" is incorporated herein by
reference.
(f) Not applicable.
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
(c) The information set forth in the section of the Purchase
Offer and Consent Solicitation captioned "Special Factors --
Background of the Settlement" is incorporated herein by
reference.
(e) The information set forth in the sections of the Purchase
Offer and Consent Solicitation captioned "Summary Term Sheet",
"Special Factors -- Background of the Settlement," "Special
Factors -- Plans for the Partnership; Certain Effects of the
Purchase Offer" and "Special Factors -- Certain Information
Concerning the Partnership" is incorporated herein by
reference.
Item 6. Purpose of the Transaction and Plans or Proposals.
(b) The information set forth in the sections of the Purchase
Offer and Consent Solicitation captioned "Special Factors --
The Settlement Agreement," "Special Factors -- Purpose and
Structure of the Purchase Offer; Merger and Amendments" and
"Special Factors -- The Merger" is incorporated herein by
reference.
(c)(8) The information set forth in the sections of the
Purchase Offer and Consent Solicitation captioned "Summary
Term Sheet" and "Special Factors -- Plans for the Partnership;
Certain Effects of the Purchase Offer" is incorporated herein
by reference.
Item 7. Purposes, Alternatives, Reasons and Effects.
(a), (b) and (c) The information set forth in the sections of
the Purchase Offer and Consent Solicitation captioned "Special
Factors -- Background of the Settlement" and "Special Factors
-- Purpose and Structure of the Purchase Offer, the Merger and
the Amendments" is incorporated herein by reference.
(d) The information set forth in the sections of the Purchase
Offer and Consent Solicitation captioned "Special Factors --
Plans for the Partnership; Certain Effects of the Purchase
Offer," "Special Factors -- The Merger -- Effects of Merger"
and "Special Factors -- Federal Income Tax Considerations" is
incorporated herein by reference.
Item 8. Fairness of the Transaction.
(a) through (f) The information set forth in the sections of
the Purchase Offer and Consent Solicitation captioned "Special
Factors -- Background of the Settlement," "Special Factors --
Position of Marriott International, MI Investor and Rockledge
Regarding Fairness" and "The Written Consents --Majority
Vote Required; Voting Rights" is incorporated herein by
reference.
Item 9. Reports, Opinions, Appraisals And Negotiations.
Not applicable.
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Item 10. Source and Amount of Funds or Other Consideration.
(c) The information set forth in the section of the Purchase
Offer and Consent Solicitation captioned "The Purchase
Offer --Transfer Fees and Taxes" and "Other Matters -- Fees
and Expenses" is incorporated herein by reference.
Item 12. The Solicitation or Recommendation.
(d) The information set forth in the section of the Purchase
Offer and Consent Solicitation captioned "Special Factors --
Security Ownership of Certain Beneficial Owners and
Management" is incorporated herein by reference.
(e) Except for the position of Marriott International, MI
Investor and Rockledge as set forth in the section of the
Purchase Offer and Consent Solicitation captioned "Special
Factors -- Position of Marriott International, MI Investor and
Rockledge Regarding Fairness" and subject to the
qualifications set forth in the Purchase Offer, the filing
persons are not aware of any affiliate of the Partnership who
has made a recommendation either in support of or against the
Purchase Offer.
Item 13. Financial Statements.
(a) (1)-(4) The information set forth in the sections of the
Purchase Offer and Consent Solicitation captioned "Special
Factors -- Certain Information Concerning the Partnership" and
"Where You Can Find More Information" is incorporated herein
by reference.
(b) Not applicable.
Item 14. Persons/Assets, Retained, Employed, Compensated or Used.
(b) None.
Item 15. Additional Information.
Not applicable.
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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: July 14, 2000 CBM I HOLDINGS LLC
By: CBM Joint Venture LLC
By: Rockledge Hotel Properties, Inc.
By: /s/ C.G. Townsend
--------------------------------
Name: C.G. Townsend
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/ C.G. Townsend
--------------------------------
Name: C.G. Townsend
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/ C.G. Townsend
-------------------------------------
Name: C.G. Townsend
Title: Vice President
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EXHIBIT INDEX
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(a) (1) Purchase Offer and Consent Solicitation dated July ___, 2000.
(a) (2) Proof of Claim, Assignment and Release.*
(a) (3) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a) (4) Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees.*
(a) (5) Guidelines Regarding Taxpayer Identification Number.*
(a) (6) Form of Summary advertisement.*
(d) (1) Form of Agreement and Plan of Merger by and among the Joint Venture, Merger Sub and the Partnership.*
(d) (2) Settlement Agreement dated as of March 9, 2000 among the Milkes Plaintiffs (as defined
therein), the Haas Plaintiffs (as defined therein), the Palm and Equity Intervenors (as defined
therein) and the Defendants (as defined therein), each by and through their respective counsel
of record.*
(f) Section 1.5 of the Form of Agreement and Plan of Merger by and among the Joint Venture, Merger Sub
and the Partnership (incorporated by reference to Exhibit (d)(2) hereto).*
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* Previously filed.
