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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9/A
(RULE 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Courtyard by Marriott Limited Partnership
(Name of Subject Company)
CBM One LLC
(Names of Person(s) Filing Statement)
Units of limited partnership interests
(Title of Class of Securities)
None
(CUSIP Number of Class of Securities)
Christopher G. Townsend
Courtyard by Marriott Limited Partnership
10400 Fernwood Road
Bethesda, Maryland 20817
(301) 380-2070
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of the Person(s)
Filing Statement)
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Copies to:
J. Warren Gorrell, Jr.
Bruce W. Gilchrist
Hogan & Hartson L.L.P.
Columbia Square, 555 Thirteenth Street, N.W.
Washington, D.C. 20004-1109
(202) 637-5600
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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Introduction
CBM One LLC, a Delaware limited liability company and the sole general
partner (the "General Partner") of Courtyard by Marriott Limited Partnership, a
Delaware limited partnership (the "Partnership"), hereby amends and supplements
its Solicitation/Recommendation Statement on Schedule 14D-9 filed with the
Securities and Exchange Commission on August 7, 2000 (the "Schedule 14D-9")
relating to the 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 of the outstanding units (the "Units") of
limited partnership interest (other than Units owned by the General Partner),
upon the terms and subject to the conditions set forth in the Purchase Offer and
Consent Solicitation dated August 7, 2000 (the "Original Purchase Offer and
Consent Solicitation"), as amended by the Supplement thereto dated September 26,
2000 (the "Supplement to the Original Purchase Offer and Consent Solicitation"),
and the related Proof of Claim, Assignment and Release. This amended Schedule
14D-9 should be read in conjunction with the original Schedule 14D-9. Except as
set forth herein or to the extent inconsistent herewith, the terms previously
set forth in the original Schedule 14D-9 remain applicable in all respects.
Capitalized terms used and not defined herein shall have the meanings ascribed
to such terms in the Schedule 14D-9.
Item 2. Identity and Background of Filing Person.
The information previously provided in response to this item is hereby
amended and supplemented to include the following information:
On September 25, 2000, the Settlement Agreement, dated March 9, 2000 (the
"Settlement Agreement"), relating to the settlement of class action litigation
described in the Original Purchase Offer and Consent Solicitation, was amended
(the "Amendment to the Settlement Agreement"). Pursuant to the terms of the
Amendment to the Settlement Agreement, the Purchaser is continuing to offer to
purchase all Units tendered prior to the Expiration Date for $134,130. However,
the net amount that each Unitholder who is a class member will receive has been
increased from approximately $116,000 per Unit, plus a pro rata portion of
certain interest accrued on the Settlement Fund (as defined in the Settlement
Agreement), to $133,500 per Unit (or a pro rata portion thereof) (the "Net
Settlement Amount"). The Net Settlement Amount of $133,500 includes each Unit's
pro rata portion of certain interest accrued on the Settlement Fund. Under the
terms of the Settlement Agreement, interest will continue to accrue until all
third-party lender and other consents necessary to consummate the Settlement
(other than the consents that constitute conditions to the Purchase Offer and
the Merger (as defined)) have been obtained. As of September 22, 2000,
approximately $3,800 of interest has accrued per Unit. In addition, pursuant to
the terms of the merger agreement between a subsidiary of the Purchaser and the
Partnership, each outstanding Unit that has not been tendered in the Purchase
Offer (other than Units held by the General Partner, the Purchaser and
Unitholders who elect to opt out of the Settlement) will be converted in the
merger of a subsidiary of the Purchaser into the Partnership (the "Merger") into
the right to receive $134,130 per Unit (or a pro rata portion thereof) in cash.
The net amount that each Unitholder who has not opted out of the Settlement will
receive in the Merger has been increased to $133,500 per Unit (or a pro rata
portion thereof), which amount includes each Unit's pro rata portion of certain
interest accrued on the Settlement Fund. The Joint Venture has agreed to pay a
portion of the fees and expenses of counsel to the class action plaintiffs in
the Haas Litigation so that such counsel will receive the same amount as it
would have received from the Settlement Fund prior to the increase in the Net
Settlement Amount if its request for attorneys' fees and expenses had been
approved by the Court. The Joint Venture has also agreed to reimburse certain
expenses of the CBM I LP Partners' Committee, a committee with which the revised
Purchase Offer was negotiated. The amount to be received by any Unitholder in
the Purchase Offer or the Merger will be reduced by any amount owed by such
holder on the original purchase price of his or her Units.
Item 4. The Solicitation or Recommendation.
The General Partner is not making a recommendation to any Unitholder as to
whether to tender or to refrain from tendering his or her Units in the revised
Purchase Offer or whether or not to consent to the Merger and certain
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amendments to the Partnership's partnership agreement (the "Amendments"), as
described in the Original Purchase Offer and Consent Solicitation. The General
Partner is a defendant in the Haas Litigation and, therefore, has a conflict of
interest with respect to the Purchase Offer, the Merger and the Amendments.
Unitholders must make their own decisions whether or not to tender their Units
in the Purchase Offer and whether or not to consent to the Merger and the
Amendments, based upon a number of factors, including several factors that may
be personal to Unitholders, such as their financial position, their need or
desire for liquidity, their preferences regarding the timing of when they might
wish to sell their Units, other financial opportunities available to them, and
their tax position and the tax consequences to them of selling their Units.
Item 5. Persons/Assets, Retained, Employed, Compensated or Used
The information previously provided in response to this item is hereby
amended and supplemented to include the information set forth in the section of
the Supplement to the Purchase Offer and Consent Solicitation captioned "Other
Matters--Solicitation of Consents," which section is incorporated herein by
reference.
Item 8. Additional Information.
The information contained in the Supplement to the Purchase Offer and
Consent Solicitation is incorporated herein by reference.
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Item 9. Exhibits.
The information previously provided in response to this item is hereby
amended and supplemented to include the following exhibits:
(4) Supplement to the Purchase Offer and Consent Solicitation dated September
26, 2000.*
(5) Amendment to the Settlement Agreement, dated as of September 26, 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.*
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* Incorporated herein by reference to Amendment No. 6 to the Tender Offer
Statement on Schedule TO filed by the Purchaser, the Joint Venture,
Marriott International, MI Investor, Rockledge, Host Marriott Corporation
and Host Marriott, L.P. with the Securities and Exchange Commission on
September 26, 2000.
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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.
COURTYARD BY MARRIOTT LIMITED PARTNERSHIP
By: CBM One LLC, its general partner
Dated: September 26, 2000 By: /s/C.G.Townsend
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Name: C. G. Townsend
Title: Executive Vice President
