<PAGE>
Exhibit 99(A)(2)
NO. 98-CI-04092
ROBERT M. HAAS, SR., et al. ss. IN THE DISTRICT COURT OF
ss.
Plaintiffs, ss.
ss.
MURRAY F. WEISS, et al. ss.
ss.
Plaintiff Intervenors, ss.
ss.
VS. ss. BEXAR COUNTY, T E X A S
ss.
MARRIOTT INTERNATIONAL, ss.
INC., et al. ss.
ss.
Defendants. ss. 285TH JUDICIAL DISTRICT
CBM I LP PROOF OF CLAIM, ASSIGNMENT AND RELEASE
-----------------------------------------------
TO: All persons who: (i) were limited partners in Courtyard by Marriott
Limited Partnership ("CBM I LP") on March 9, 2000; or (ii) appeared as
Plaintiffs in this Litigation and sold their units in CBM I LP but did
not assign their litigation rights against the Defendants, excluding
the Palm Intervenors, the Equity Intervenors and Insiders (the "CBM I
LP Class").
ALL PERSONS OR ENTITIES MAKING A CLAIM HEREIN ("CLAIMANTS") ARE URGED
TO READ THE NOTICE OF PENDENCY AND SETTLEMENT OF CLASS AND DERIVATIVE ACTION
RELATED TO COURTYARD BY MARRIOTT LP AND FINAL APPROVAL HEARING (THE "NOTICE")
PREVIOUSLY PROVIDED TO YOU BY COUNSEL TO THE CLASS ACTION PLAINTIFFS IN THE HAAS
LITIGATION (AS DEFINED HEREIN), THIS PROOF OF CLAIM, ASSIGNMENT AND RELEASE (THE
"PROOF OF CLAIM"), THE PURCHASE OFFER AND CONSENT SOLICITATION RELATING DATED
AUGUST 7, 2000 (THE "PURCHASE OFFER AND CONSENT SOLICITATION"), AS AMENDED BY
THE SUPPLEMENT THERETO DATED SEPTEMBER 26, 2000 (THE "SUPPLEMENT") AND THE CBM I
LP CONSENT FORM (THE "CONSENT FORM"), ALL OF WHICH CONTAIN IMPORTANT INFORMATION
REGARDING THE PROPOSED SETTLEMENT DESCRIBED IN THE SETTLEMENT AGREEMENT DATED
MARCH 9, 2000, AS AMENDED ON SEPTEMBER 25, 2000 (AS SO AMENDED, THE "SETTLEMENT
AGREEMENT") AND HOW CBM I LP CLASS MEMBERS ARE AFFECTED BY THE SETTLEMENT
AGREEMENT. IN ADDITION, COUNSEL TO THE CLASS ACTION PLAINTIFFS IN THE HAAS
LITIGATION URGES YOU TO READ THE TAX SUMMARY PREVIOUSLY FURNISHED TO YOU BY
SPECIAL TAX COUNSEL, CHAMBERLAIN, HRDLICKA, WHITE, WILLIAMS AND MARTIN, TO CBM I
LP CLASS MEMBERS.
<PAGE>
IN ORDER TO FACILITATE THE ORDERLY AND PROMPT PROCESSING OF CLAIMS AND
THE DISTRIBUTION OF SETTLEMENT AMOUNTS TO CBM I LP CLASS MEMBERS, YOU SHOULD
COMPLETE AND SIGN THIS PROOF OF CLAIM AND MAIL IT BY PRIORITY MAIL TO THE CLAIMS
ADMINISTRATOR, GEMISYS CORPORATION ("GEMISYS"), AT THE FOLLOWING ADDRESS:
GEMISYS Corporation
Attention: Marriott Hotel Limited Partnership Litigation
7103 South Revere Parkway
Englewood, Colorado 80112-9523
TO TENDER YOUR UNITS, YOUR EXECUTED PROOF OF CLAIM MUST BE RECEIVED BY
GEMISYS NO LATER THAN OCTOBER 16, 2000. YOUR FAILURE TO TIMELY DELIVER THIS
PROOF OF CLAIM WILL DELAY YOUR RECEIPT OF ANY RECOVERY IN THIS ACTION.
IN ADDITION, YOUR SHOULD SUBMIT YOUR COMPLETED, DATED AND SIGNED
CONSENT FORM TO GEMISYS NO LATER THAN OCTOBER 16, 2000. YOUR FAILURE TO DELIVER
THE CONSENT FORM MAY RESULT IN THE SETTLEMENT NOT BEING APPROVED.
A pre-addressed stamped envelope has been provided for your use to
return this Proof of Claim, along with your completed Consent Form, to the above
address. In addition, you may fax your completed, dated and signed consent proof
of claim and consent form to GEMISYS at facsimile no. (303) 705-6171. In order
for consent forms transmitted via facsimile to be valid, you must fax the entire
consent form to GEMISYS.
ALL TERMS NOT OTHERWISE DEFINED HEREIN HAVE THE MEANINGS ASSIGNED TO
THEM IN THE SETTLEMENT AGREEMENT.
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<PAGE>
PLEASE READ THIS PROOF OF CLAIM CAREFULLY
TYPE OR PRINT THE INFORMATION REQUESTED HEREIN
----------------------------------------------
I. SUBMISSION TO JURISDICTION OF THE COURT:
----------------------------------------
By submitting this Proof of Claim, I state that I believe in good faith
that I am a CBM I LP Class Member as defined in the Notice, or am authorized to
act for such person or entity; and that I desire to participate in the
Settlement described in the Notice and believe that I am entitled to do so.
I, and the person or entity I represent, if any, understand that I am
subject to the jurisdiction of the 285th Judicial District Court of Bexar
County, Texas, for purposes of this claim, and will be bound by and subject to
the judgments and orders of the Court in the action styled: Robert M. Haas, Sr.,
et al. v. Marriott International, Inc., et al. (the "Haas Litigation"), and will
furnish additional information or proof with respect to this Proof of Claim if
required to do so.
I have read and understand the contents of the Notice and the Purchase
Offer and Consent Solicitation previously furnished to me, and the Supplement
accompanying this Proof of Claim, and further understand that reference is made
in this Proof of Claim to the Settlement, the Notice and the Purchase Offer and
Consent Solicitation and the Supplement thereto for the matters described and
the terms defined therein. I further agree and understand that if the Settlement
is approved by the Court and becomes effective, all claims against the Released
Persons (as defined herein) which have been or could have been asserted by me or
on my behalf relating to the subject matter of the Haas Litigation will be
satisfied, discharged, and extinguished forever.
II. ASSIGNMENT OF UNITS TO THE PURCHASER:
-------------------------------------
By my signature hereto, the undersigned holder(s) of Unit(s) in CBM I
LP (hereinafter, a "Unitholder"), as part of the Settlement and for other good
and valuable consideration, hereby assign(s), transfer(s) and convey(s) all
my/our Unit(s) in CBM I LP, together with all right, title and interest to such
Unit(s), to CBM I Holdings LLC (the "Purchaser") or its designee. The
undersigned hereby irrevocably constitute(s) and appoints(s) the Purchaser as
my/our attorney in fact to transfer said Unit(s) with full power of substitution
in the premises. This assignment will become effective when the Judgment Order
approving the Settlement becomes Final.
III. REPRESENTATIONS AND WARRANTIES:
------------------------------
The undersigned hereby irrevocably appoints Richard A. Burton and
Christopher G. Townsend and each of them, in their respective capacities as
officers of the Purchaser, as the attorneys and proxies of the undersigned, each
with full power of substitution, to exercise all voting and other rights of the
undersigned in such manner as each such attorney and proxy or his substitute
shall in his sole discretion deem proper, each with full power of substitution,
to the full extent of the undersigned's rights with respect to the Units
tendered by the undersigned and accepted for payment by the Purchaser and with
respect to any and all other Units or other
Page 3
<PAGE>
securities or rights issued or issuable in respect of such Units on or after the
date of this Proof of Claim. All such proxies shall be considered coupled with
an interest in the tendered Units. This appointment will become effective when
the Judgment Order rendered by the Court becomes Final. Upon such acceptance for
payment, all prior proxies given by the undersigned with respect to such Units
or other securities or rights will, without further action, be revoked, and no
subsequent proxies may be given (and, if given, will not be deemed effective) by
the undersigned. The designees of the Purchaser will, with respect to such Units
and other securities or rights, be empowered to exercise all voting and other
rights of the undersigned as the designees, in their sole discretion, may deem
proper at any annual, special or adjourned meeting of the Unitholders, by
written consent in lieu of any such meeting or otherwise. The Purchaser reserves
the right to require that, in order for Units to be deemed validly tendered,
immediately after the Judgment Order rendered by the Court becomes Final, upon
the Purchaser's acceptance for payment of such Units, the Purchaser must be able
to exercise full voting and other rights with respect to such Units and other
securities or rights including voting at any meeting of Unitholders then
scheduled or acting by written consent. In addition, by executing this Proof of
Claim, the undersigned agrees promptly to remit and transfer to GEMISYS for the
account of the Purchaser any and all cash dividends, distributions, rights,
other Units and other securities issued or issuable in respect thereof following
the entry by the Court of a Judgment Order (assuming there is no appeal of the
Judgment Order) or, in the event of an appeal, the date that the Judgment Order
becomes Final, accompanied by appropriate documentation of transfer. The
undersigned further acknowledges and agrees that pending such remittance or
appropriate assurance thereof, the Purchaser shall be entitled to all rights and
privileges as owner of any such other Units or other securities or property and
may withhold the entire purchase price or deduct from the purchase price the
amount or value thereof, as determined by the Purchaser in its sole discretion.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Units tendered
hereby (and any and all other Units or other securities issued or issuable in
respect thereof on or after August 2, 2000) and that when the same are accepted
for payment by the Purchaser, the Purchaser will acquire good and unencumbered
title thereto, free and clear of all liens, restrictions, charges and
encumbrances and not subject to any adverse claims. The undersigned will, upon
request, execute and deliver any additional documents deemed by GEMISYS or the
Purchaser to be necessary or desirable to complete the sale, assignment and
transfer of the Units tendered hereby (and all such other Units or securities).
All authority herein conferred or agreed to be conferred shall survive
the death or incapacity of the undersigned, and any obligation of the
undersigned hereunder shall be binding upon the heirs, personal representatives,
successors and assigns of the undersigned. Except as stated in the Purchase
Offer and Consent Solicitation and the Supplement, this tender is irrevocable.
The undersigned understands that tenders of Units pursuant to any one
of the procedures described in the Purchase Offer and Consent Solicitation under
the heading "The Purchase Offer--Procedures for Accepting the Purchase Offer and
Tendering Units" and the instructions hereto will constitute an agreement
between the undersigned and the Purchaser upon the terms and subject to the
conditions set forth in the Purchase Offer and Consent Solicitation and the
Supplement thereto.
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<PAGE>
The check for the purchase price of all Units purchased will be issued
in the name(s) of the registered holder(s) appearing below under "Description of
Units Tendered." Unless otherwise indicated, the check for the purchase price of
all Units purchased (and accompanying documents, as appropriate) will be mailed
to the address(es) of the registered holder(s) appearing below under
"Description of Units Tendered." The undersigned recognizes that the Purchaser
has no obligation to transfer any Units from the name of the registered
holder(s) thereof.
IV. RELEASE:
--------
My signature hereto constitutes a full and complete release,
relinquishment and discharge by me, or if I am submitting this Proof of Claim on
behalf of a corporation, a partnership, estate, trust, or one or more other
persons or entities, by it, him, her or them, and by my, its, his, hers or their
trustees, shareholders, parents, affiliates, subsidiaries, general or limited
partners, and the respective executors, administrators, predecessors,
successors, affiliates and assigns of any of the above-referenced persons or
entities, of:
(i) each and all of the Defendants in the Haas Litigation, namely Host Marriott
Corporation, Marriott International, Inc., CBM One LLC (successor by merger to
CBM One Corporation), CBM Two LLC (successor by merger to CBM Two Corporation),
Host International, Inc., Courtyard by Marriott Limited Partnership, Courtyard
by Marriott II Limited Partnership, RIBM One LLC (successor by merger to RIBM
One Corporation), RIBM Two LLC (successor by merger to Marriott RIBM Two
Corporation), Residence Inn by Marriott, Inc., FIBM One LLC (successor by merger
to Marriott FIBM One Corporation), Fairfield FMC Corporation, Inc., HMC Desert
LLC (successor by merger to Marriott Desert Springs Corporation), Marriott
Desert Springs Development Corporation, Marriott Hotel Services, Inc., HMC
Atlanta LLC (successor by merger to Marriott Marquis Corporation), Marriott
Hotels, Inc., Courtyard Management Corporation and J.W. Marriott, Jr., together
with their predecessors, successors, parents, subsidiaries, divisions,
affiliates and related entities (collectively, the "Defendants"); (ii) each of
the Defendants' respective past or present directors, officers, employees,
partners, members, principals, trustees, agents, servants, appraisers,
including, but not limited to, Stephen Rushmore and Hospitality Valuation
Services, Inc., underwriters, issuers, shareholders, insurers, co-insurers,
reinsurers, independent contractors, controlling shareholders, wholesalers,
resellers, distributors, retailers, attorneys, accountants, auditors,
consultants, investment bankers, advisors, personal representatives, affiliates,
predecessors, successors, parents, subsidiaries, divisions, assigns, spouses,
heirs, executors, administrators, associates, and related or affiliated
entities; and (iii) any members of any the foregoing persons' immediate
families, or any trust of which any of the foregoing persons is the settlor or
which is for the benefit of any of the foregoing persons and/or member(s) of his
or her family (the individuals and entities named in this Section IV, being
herein collectively referred to as the "Released Persons") from:
Page 5
<PAGE>
(A) any and all past, present, existing, future, pending or threatened,
suspected or unsuspected, class, derivative, representative and individual
claims, rights, demands, assertions, actions, causes of action, litigation,
lawsuits, allegations, debts, liens, accounts, dues, sums of money, reckonings,
bonds, bills, specialties, contracts, covenants, agreements, controversies,
promises, cross-actions, liabilities, trespasses, obligations, losses, damages,
costs, expenses, judgments, executions, remedies and suits, of every kind and
nature whatsoever; whether in contract or in tort; whether at law or in equity;
whether based upon fraud, breach of contract, misrepresentation, negligent
misrepresentation, negligence, gross negligence, intentional conduct, libel,
slander, business disparagement, oppression, civil conspiracy, deceit, tortious
interference, all other business torts, breach of the duty of good faith and
fair dealing, breach of fiduciary duty, or any other duty or claim under common
law or statute of any nature or jurisdiction, including, without limitation, the
DECLARATORY JUDGMENT ACT, the TEXAS FREE ENTERPRISE & ANTITRUST ACT OF 1983,
TEX. BUS. & COM. CODE SS. 15.01, ET SEQ., the TEXAS BUSINESS CORPORATION ACT,
the TEXAS PARTNERSHIP ACT, the TEXAS LIMITED PARTNERSHIP ACT, the DELAWARE
REVISED UNIFORM LIMITED PARTNERSHIP ACT, THE SECURITIES ACT OF 1933, 15 U.S.C.A.
SS.SS. 77k, 77o; and the SECURITIES EXCHANGE ACT OF 1934, 15 U.S.C.A. SS.SS.
78b, 78t, 17 C.F.R. SS. 240.10b-5; whether arising under or out of any SALe,
purchase, offer, tender, contract, agreement, conspiracy, combination,
communication, meeting, joint or concerted action; or whether arising under or
by virtue of any statute or regulation that now exists or may be created or
recognized in the future in any manner, including without limitation, by
statute, regulation or judicial decision, including without limitation, all
claims arising under or by virtue of the federal and/or state securities laws;
together with all past, present, existing, future, liquidated or unliquidated,
fixed or contingent, known or unknown, suspected or unsuspected, pending or
threatened injuries, damages, losses, costs, expenses and remedies of every kind
and nature, including, but not limited to, actual damages; all exemplary and
punitive damages; all penalties of any kind, including but not limited to tax
liabilities or penalties; all statutory damages; all property and economic
damages; all damages to loss of individual or business reputation, loss of
business, loss of company, loss of assets, diminution in assets or investments,
loss of standard of living, lost profits and goodwill; all consequential
damages; all mental anguish and other similar emotional and psychological
damages, including loss of society, affection, consortium, enjoyment and the
like, and all other personal injury damages; together with all prejudgment and
postjudgment interest, costs and attorneys' fees; whether heretofore or
hereafter accruing (all collectively, the "Claims"); known or unknown, whether
each of which directly or indirectly arise out of, in connection with, or are
attributable to, for, or related to: (1) the purchase and/or sale of the
Unit(s); (2) the operation, property management and/or asset management of the
Courtyard by Marriott Hotels owned by CBM I LP, as described more fully in the
CBM I LP Private Placement Memorandum (the "Hotels"), and the formation,
operation, administration and/or reporting of CBM I LP, including, but not
limited to, the calculation and payment of all partner and partnership
distributions, including the Cash Available for Distribution from the execution
of the Settlement Agreement to the entry of the Judgment Order, or the failure
to do same; the calculation and payment of all returns, including the priority
return, or the failure to do same; the calculation and use of all FF&E funds;
the results of operations of CBM I LP or the Hotels; the improvements and/or
lack thereof of the Hotels; the use, administration, management, or operations
of CBM I LP and/or any Hotel; the use of cash derived from the management or
operations of CBM I LP and/or any Hotel; any borrowings or failure(s) to borrow
or refinance and/or to distribute proceeds from same; any property management
agreement; any guarantee agreement; and any publication or disclosure, report,
statement or notice, or the failure to give same, concerning CBM I LP or the
Hotels; (3) the
Page 6
<PAGE>
conduct, facts, circumstances, matters, causes, communications, agreements,
meetings, approvals, purchases, occurrences, transactions, and/or allegations
asserted, relied upon or referred to, or which could have been asserted, relied
upon, or alleged in the Litigation arising out of the transactions or
occurrences that are the subject matter of the Haas Litigation; (4) any matter
or thing done, omitted or suffered to be done relating to CBM I LP and/or the
Hotels arising out of the transactions or occurrences that are the subject of
the Haas Litigation; (5) any matter that has been brought or that could have
been brought before or in any court, tribunal, or forum, in this or any other
jurisdiction, in these United States or anywhere else, specifically including
but not limited to, any claims which were or could have been asserted in the
Haas Litigation arising out of the transactions or occurrences that are the
subject matter of the Haas Litigation; (6) the resolution of the Haas
Litigation, including but not limited to, all claims, demands, and causes of
action which now exist or may arise in the future by virtue of any assignment or
otherwise, arising out of the manner in which the Released Persons, or any other
representative of the Released Persons, handled, settled, or defended any
claims, demands, or causes of action asserted in the Haas Litigation; and (7)
the provisions, rights, and benefits of Section 1542 of the California Civil
Code and any and all provisions, rights and benefits conferred by any law of any
state or territory of the United States, or any principle of common law, which
is similar, comparable or equivalent to Section 1542 of the California Civil
Code; and
(B) all known Claims as of the date the Release is executed arising
from or relating to the purchase, sale, real estate investment trust or other
conversion, assignment, holding, operation, performance of, or investment in
each and all of the Defendants and their respective predecessors and successors,
and their respective present or former parents, subsidiaries or affiliates (all
Claims referred to in this Section IV are herein collectively referred to as the
"Released Claims").
Nothing in this Release is intended to release, waive, or alter the
ability of any settling party to assert any claim arising under the Settlement
Agreement.
V. DOCUMENTATION REQUIRED:
-----------------------
A. The information contained in this Proof of Claim is subject to
verification. You must cooperate in any such verification process.
B. If you are signing this Proof of Claim in a representative capacity,
you must submit proof of your current authority to act for a CBM I LP Class
Member in such capacity.
C. To prevent federal income tax withholding on the amounts payable to
you pursuant to the Settlement, you must complete, execute and return with this
Proof of Claim the Certificate of Non-Foreign Status attached hereto as part of
Annex A.
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<PAGE>
VI. IDENTIFY YOUR OWNERSHIP INTEREST IN CBM I LP:
---------------------------------------------
_____ Individual Claimant: I am acting in my own interest as an owner of a
unit of limited partnership interest in CBM I LP (a "Unit"), half-Unit
or other fractional Unit.
_____ Joint Claimant: We are claimants jointly. (All joint owners must
complete and sign this form if the Unit, half-Unit or other fractional
Unit is jointly owned).
_____ Partnership Claimant: I am authorized to make this claim on behalf of
the Partnership.
_____ Corporate Claimant: I am authorized to make this claim on behalf of the
Corporation.
_____ Decedent's Estate Claimant: I am the executor or administrator of the
estate of ___________________________________ (deceased) whose last
address was
_________________________________________________________________.
(Attach a copy of the proof of current authority to act. See
Instruction 4).
_____ Custodial or Guardian Claimant: I am the custodian or guardian for
_________________________________________ whose address is
_________________________________________________________________.
(Attach a copy of proof of the current authority to act. See
Instruction 4).
_____ Broker, Agent, Fiduciary or Attorney: I am a broker, agent, fiduciary
or attorney for claimant. (Attach a power of attorney or copy of other
proof of current authority to act. See Instruction 4).
_____ Trustee: I am a Trustee for Claimant. (Attach a power of attorney or
copy of other proof of current authority to act as a Trustee. See
Instruction 4).
VII. DESCRIPTION OF UNITS TENDERED:
-----------------------------
<TABLE>
<CAPTION>
------------------------------------------------------------ ---------------------------------------------------------
Name(s) and Address(es) of Registered Holder(s) Number of Units Tendered
(Please fill in, if blank, exactly as name(s) appear(s) on (Attach additional list, if necessary)
transfer books of CBM I LP)
------------------------------------------------------------ ---------------------------- ----------------------------
Total Number Number of Units
of Units Owned Tendered
------------------------------------------------------------ ---------------------------- ----------------------------
<S> <C> <C>
------------------------------------------------------------ ---------------------------- ----------------------------
------------------------------------------------------------ ---------------------------- ----------------------------
------------------------------------------------------------ ---------------------------- ----------------------------
------------------------------------------------------------ ---------------------------- ----------------------------
------------------------------------------------------------ ---------------------------- ----------------------------
</TABLE>
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<PAGE>
VIII. CERTIFICATION UNDER PENALTY OF PERJURY:
--------------------------------------
Each Claimant signing this Proof of Claim represents that such Claimant
is authorized to execute and deliver this Proof of Claim and is not a person or
entity excluded from the CBM I LP Class as defined in the Notice.
I (we) declare under the penalties of perjury that I am (we are) the
Claimant(s), or that I am (we are) authorized in writing to make this claim on
behalf of Claimant(s). I (we) also declare under the penalties of perjury that
all the information provided herein is true, complete and correct. I (we)
further declare, under the penalties of perjury, that this Proof of Claim was
executed by me (us) as my (our) free and voluntary act and deed, after having it
fully explained to me and/or after having read it, the Notice, the Purchase
Offer and Consent Solicitation, the Supplement and the Consent Form completely
and having fully understood their contents, and after realizing the effect to be
a full and final release and discharge of the Released Persons from the Released
Claims, and a complete and total assignment and transfer of the Units I (we) own
in CBM I LP to the Purchaser or its designee; that I (we) have entered into this
Proof of Claim relying solely on my own independent analysis, beliefs and
judgment, that I (we) expressly waive, disclaim, abandon and relinquish any
reliance (actual, perceived or otherwise) on any Defendant, and that I (we)
assume the full risk of discovery of any facts, legal issues, events or
allegations of any type; and that this Proof of Claim was executed by me (us)
without any threat, force, duress, or reliance upon any representation of any
kind made by any person whomsoever, except as set forth herein and in the
Notice.
EVEN IF YOU FAIL TO TIMELY SUBMIT A PROOF OF CLAIM, YOU WILL BE BOUND
BY ANY ORDERS AND JUDGMENTS ENTERED IN THIS CASE, UNLESS YOU ELECT TO "OPT OUT"
OF THE SETTLEMENT BY FOLLOWING THE PROCEDURES SET FORTH IN THE NOTICE AND THE
SUPPLEMENT. UNLESS YOU OPT OUT OF THE SETTLEMENT, YOU WILL FURTHER BE DEEMED TO
HAVE RELEASED THE RELEASED CLAIMS AGAINST THE RELEASED PERSONS AND TO HAVE
ASSIGNED, TRANSFERRED AND CONVEYED TO THE PURCHASER OR ITS DESIGNEE YOUR
UNIT(S), BY VIRTUE OF THE ORDERS AND JUDGMENTS ENTERED IN THIS CASE.
[ATTACH LABEL HERE]
(leave adequate space for label)
------------------------------------------------------------------------------
PLEASE SIGN THIS DOCUMENT IN THE MANNER YOUR NAME(S) APPEAR(S) ON THE LABEL
AFFIXED ABOVE.
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IMPORTANT
UNITHOLDER: SIGN HERE AND COMPLETE THE CERTIFICATE
OF NON-FOREIGN STATUS IN ANNEX A
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Signature(s) of Owner(s)
Dated: ______________, 2000
Name(s):______________________________________________________________________
(PLEASE TYPE OR PRINT)
Capacity (full title):________________________________________________________
(See Instruction 4)
Address:______________________________________________________________________
------------------------------------------------------------------------------
(Include Zip Code)
Daytime Area Code and
Telephone Number: _____________________________________________________________
Taxpayer Identification Number:________________________________________________
(Must be signed by registered holder(s) or person(s) authorized to become
registered holder(s) by certificates and documents transmitted herewith. If
signature is by a trustee, executor, administrator, guardian, attorney-in-fact,
agent, officer of a corporation or other person acting in a fiduciary or
representative capacity, please set forth full title and see Instruction 4.)
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<PAGE>
INSTRUCTIONS
Forming Part of the Terms and Conditions of the Purchase Offer and Consent
Solicitation, as amended and supplemented by the Supplement thereto.
1. Requirements of Tender. This Proof of Claim (or a facsimile hereof),
----------------------
properly completed and duly executed and any other documents required by this
Proof of Claim, must be received by GEMISYS at its address set forth herein on
or prior to October 16, 2000.
The method of delivery of this Proof of Claim and all other required
documents is at the option and sole risk of the tendering Unitholder and the
delivery will be deemed made only when actually received by GEMISYS. In all
cases, sufficient time should be allowed to ensure timely delivery.
No alternative, conditional or contingent tenders will be accepted and
no fractional Units, other than half-Units previously issued and outstanding,
will be purchased. All tendering Unitholders, by execution of this Proof of
Claim (or a facsimile thereof), waive any right to receive any notice of the
acceptance of their Units for payment.
2. Inadequate Space. If the space provided herein under "Description of
----------------
Units Tendered" is inadequate, the number of Units should be listed on a
separate signed schedule attached hereto.
3. Partial Tenders. If fewer than all the Units held by a Unitholder
---------------
are to be tendered hereby, fill in the number of Units which are to be tendered
in the box entitled "Number of Units Tendered" as appropriate.
4. Signatures on Proof of Claim and Endorsements. If this Proof of
---------------------------------------------
Claim is signed by the registered holder(s) of the Units tendered hereby, the
signature(s) must correspond with the name(s) as written on the transfer books
of the Partnership without any change whatsoever.
If any of the Units tendered hereby are owned of record by two or more
joint owners, all such owners must sign this Proof of Claim.
If any of the tendered Units are registered in different names, it will
be necessary to complete, sign and submit as many separate Proofs of Claim as
there are different registrations.
If this Proof of Claim is signed by a trustee, executor, administrator,
guardian, attorney-in-fact, officer of a corporation or other person acting in a
fiduciary or representative capacity, such person should so indicate when
signing, and proper evidence satisfactory to the Purchaser of such person's
authority so to act must be submitted.
5. Transfer Taxes. Except as set forth in this Instruction 5, the
--------------
Purchaser will pay or cause to be paid any transfer taxes with respect to the
transfer and sale of purchased Units to it or its order, pursuant to the
Purchase Offer. If, however, payment of the purchase price is to be made to, or
if tendered Units are registered in the name of, any person other than the
person(s) signing this Proof of Claim, the amount of any transfer taxes (whether
imposed on the registered holder(s) or such person) payable on account of the
transfer to such person will be deducted from the purchase price unless
satisfactory evidence of the payment of such taxes or exemption therefrom is
submitted.
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6. Requests for Assistance or Additional Copies. You may direct
--------------------------------------------
questions and requests for assistance relating to the completion of this Proof
of Claim to GEMISYS, telephone number (800) 326-8222. Requests for additional
copies of the Notice, Purchase Offer and Consent Solicitation, the Supplement,
this Proof of Claim and other related materials may be directed to GEMISYS or
brokers, dealers, commercial banks and trust companies and such materials will
be furnished at the Purchaser's expense. You are encouraged to call David Berg
or Jim Moriarty, counsel to the class action plaintiffs, if you have questions
regarding the terms of the Settlement. Mr. Berg's telephone number is (713)
529-5622 and Mr. Moriarty's telephone number is (713) 528-0700. In addition, you
may call Andrea Morehouse Jacob at Host Marriott, L.P. at (301) 380-1735.
7. Waiver of Conditions. Certain of the conditions of the Purchase
--------------------
Offer may be waived by the Purchaser, in whole or in part, to the extent set
forth in the Purchase Offer and Consent Solicitation.
8. Certification Regarding Non-Foreign Status. To comply with the
------------------------------------------
Foreign Investment in U.S. Real Property Act of 1980 ("FIRPTA"), ten percent
(10%) of the amount realized by you with regard to the disposition of your Units
pursuant to the Settlement may be required to be withheld unless you complete,
execute and return to GEMISYS the appropriate Certificate of Non-Foreign Status
(depending on whether you are an individual or an entity) included in this Proof
of Claim. Because uncertainty exists as to the correct allocation of the amount
received by a CBM I LP Class Member who does not affirmatively opt out of the
Settlement between the amount received in settlement of the Haas Litigation and
the amount received in exchange for the CBM I LP Class Member's Units, solely
for purposes of determining any amounts required to be withheld, the "amount
realized" by such a CBM I LP Class Member will be treated as the sum of (1) the
amount of $134,130 per Unit (or a pro rata portion thereof) plus (2) the CBM I
LP Class Member's share of CBM I LP's nonrecourse liabilities immediately prior
to the disposition of his Units. The "amount realized" by a CBM I LP Class
Member who affirmatively "opts out" of the Settlement will be treated as the sum
of (a) the cash amount received for his Units pursuant to the Settlement (which
will be deemed to include any amount owed by the CBM I LP Class Member on the
original purchase price of his Units), plus (b) the CBM I LP Class Member's
share of CBM I LP's nonrecourse liabilities immediately prior to the disposition
of his Units.
Even if you do not return the rest of this Proof of Claim or even if
you elect to opt out of the Settlement by following the procedures set forth in
the Notice, you should still complete and return to GEMISYS the Certificate of
Non-Foreign Status to avoid the application of withholding to payments made to
you pursuant to the Settlement. Please review the enclosed guidelines regarding
taxpayer identification number for information regarding the correct taxpayer
identification number to use.
IMPORTANT: IN ORDER TO RECEIVE PROMPT PAYMENT, THIS PROOF OF CLAIM (OR
FACSIMILE HEREOF), PROPERLY COMPLETED AND DULY EXECUTED, TOGETHER WITH ANY
REQUIRED CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY
GEMISYS, ON OR PRIOR TO NOVEMBER 18, 2000.
Page 12
<PAGE>
ANNEX A
-------
FILL IN THIS PAGE ONLY IF THE OWNER OF
COURTYARD BY MARRIOTT I LP UNIT(S) IS AN INDIVIDUAL
CERTIFICATE OF NON-FOREIGN STATUS
for Individuals
To inform you that withholding of tax is not required under Section
1445 of the Internal Revenue Code upon amounts received by me in connection with
the purchase by the Purchaser of outstanding units of limited partnership
interest ("Units") in Courtyard by Marriott Limited Partnership ("CBM I LP") or
the acquisition of Units pursuant to the merger of CBM Acquisition L.P., an
affiliate of the Purchaser, with and into CBM I LP, with CBM I LP surviving, in
connection with the settlement of certain claims described in that certain
Settlement Agreement, dated as of March 9, 2000, as amended (the "Settlement
Agreement"), I, the undersigned, hereby certify the following:
1. I am not a nonresident alien for purposes of U.S. income
taxation;
2. My U.S. taxpayer identifying number (Social Security Number)
is: _________________________ ; and
3. My current home address is as follows: _____________________
____________________________________________________________
I hereby agree that if I become a nonresident alien prior to the date
that I receive any payment in respect of the Settlement Agreement, (i) I will
notify GEMISYS, at 7103 South Revere Parkway, Englewood, Colorado 80112
(Attention: Courtyard by Marriott Limited Partnership Litigation), and (ii) I
hereby authorize the withholding of ten percent (10%) of the "amount realized"
(as such term is defined in Section 1001 of the Internal Revenue Code) by me in
connection with the Settlement Agreement. I understand that this certification
may be disclosed to the Internal Revenue Service and that any false statement I
have made here could be punished by fine, imprisonment, or both.
Under penalties of perjury, I declare that I have examined this
certification and to the best of my knowledge and belief it is true, correct,
and complete.
SIGNATURE _______________________ DATE__________________
PRINT NAME ______________________
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN WITHHOLDING OF 10
PERCENT OF THE AMOUNT REALIZED BY YOU IN CONNECTION WITH THE SETTLEMENT. PLEASE
REVIEW THE ENCLOSED GUIDELINES REGARDING TAXPAYER IDENTIFICATION NUMBER FOR
ADDITIONAL DETAILS.
Page 13
<PAGE>
FILL IN THIS PAGE ONLY IF THE OWNER OF
COURTYARD BY MARRIOTT I LP UNIT(S) IS AN ENTITY
CERTIFICATE OF NON-FOREIGN STATUS
for Entities
To inform you that withholding of tax is not required under Section
1445 of the Internal Revenue Code upon amounts received by
______________________________ (the "Owner") in connection with the purchase by
the Purchaser of outstanding units of limited partnership interest ("Units") in
Courtyard by Marriott Limited Partnership ("CBM I LP") or the acquisition of
Units pursuant to the merger of CBM Acquisition L.P., an affiliate of the
Purchaser, with and into CBM I LP, with CBM I LP surviving, in connection with
the settlement of certain claims described in that certain Settlement Agreement,
dated as of March 9, 2000, as amended (the "Settlement Agreement"), the
undersigned hereby certifies the following on behalf of Owner.
1. Owner is not a foreign corporation, foreign partnership,
foreign trust, or foreign estate (as those terms are defined
in the Internal Revenue Code and Income Tax Regulations);
2. Owner's U.S. employer identifying number is ______; and
3. Owner's office address is:______________________________
------------------------------------------------------------.
Owner hereby agrees that if Owner becomes a foreign person prior to the date any
payment in respect of the Settlement Agreement is received by Owner, (i) Owner
will notify GEMISYS, at 7103 South Revere Parkway, Englewood, Colorado 80112
(Attention: Courtyard by Marriott Limited Partnership Litigation), and (ii)
Owner hereby authorizes the withholding of ten percent (10%) of the "amount
realized" (as such term is defined in Section 1001 of the Internal Revenue Code)
by Owner in connection with the Settlement Agreement. Owner understands that
this certification may be disclosed to the Internal Revenue Service and that any
false statement made here could be punished by fine, imprisonment, or both.
Under penalties of perjury, I declare that I have examined this
certification and to the best of my knowledge and belief it is true, correct,
and complete, and I further declare that I have authority to sign this document
on behalf of Owner.
SIGNATURE __________________________________ DATE_____________
PRINT NAME _________________________________
TITLE ______________________________________
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 10 PERCENT OF THE AMOUNT REALIZED BY YOU IN CONNECTION WITH THE SETTLEMENT.
PLEASE REVIEW THE ENCLOSED GUIDELINES REGARDING TAXPAYER IDENTIFICATION NUMBER
FOR ADDITIONAL DETAILS.
Page 14
<PAGE>
GUIDELINES REGARDING TAXPAYER IDENTIFICATION NUMBER
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER.--Social Security numbers have nine digits separated by two hyphens: i.e.,
000-00-0000. Employer identification numbers have nine digits separated by one
hyphen: i.e., 00-0000000. The table below will help determine the number to give
the payer.
<TABLE>
<CAPTION>
------------------------------------------------------------ ---------------------------------------------------------
GIVE THE NAME AND
SOCIAL SECURITY
FOR THIS TYPE OF ACCOUNT: NUMBER OF--
------------------------------------------------------------ ---------------------------------------------------------
<S> <C>
1. An individual's account The individual
2. Two or more individuals (joint account) The actual owner of the account or, if combined funds,
the first individual on the account (1)
3. Husband and wife (joint account) The actual owner of the account or, if joint funds,
either person (1)
4. Custodian account of a minor (Uniform Gift to Minors The minor (2)
Act)
5. Adult and minor (joint account) The adult or, if the minor is the only contributor, the
minor (1)
6. Account in the name of guardian or committee for a The ward, minor or incompetent person (3)
designated ward, minor, or incompetent person
7. a. The usual revocable savings trust account The grantor- trustee (1)
(grantor is also trustee)
b. So-called trust account that is not a legal or The actual owner (1)
valid trust under State law
8. Sole proprietorship account The owner (4)
------------------------------------------------------------ ---------------------------------------------------------
GIVE THE EMPLOYER
IDENTIFICATION
FOR THIS TYPE OF ACCOUNT: NUMBER OF--
------------------------------------------------------------ ---------------------------------------------------------
9. A valid trust, estate, or pension trust The legal entity (Do not furnish the identifying number
of the personal representative or trustee unless the
legal entity itself is not designated in the account
title) (5)
------------------------------------------------------------
10. Corporate account The corporation
------------------------------------------------------------
11. Religious, charitable, or educational organization The organization
account
------------------------------------------------------------
12. Partnership account held in the name of the business The partnership
------------------------------------------------------------
13. Association, club, or other tax-exempt organization The organization
------------------------------------------------------------
14. A broker or registered nominee The broker or nominee
------------------------------------------------------------
</TABLE>
Page 15
<PAGE>
--------------------------
(1) List first and circle the name of the person whose number you furnish.
If only one person on a joint account has a SSN, that person's number
must be furnished.
(2) Circle the minor's name and furnish the minor's SSN.
(3) Circle the ward's, minor's or incompetent person's name and furnish
such person's social security number.
(4) You must show your individual name, but you may also enter your
business or "doing business as" name. You may use either your SSN or
EIN (if you have one).
(5) List first and circle the name of the legal trust, estate, or pension
trust.
Note: If no name is circled when there is more than one name, the number will
be considered to be that of the first name listed.
Page 16
