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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 6
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)
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
(Name, Address and Telephone Numbers of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
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Copies to:
<TABLE>
<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
</TABLE>
[ ] 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. 6 amends and supplements the Tender Offer Statement on
Schedule TO filed with the Securities and Exchange Commission on May 18, 2000
(as 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 in Courtyard by Marriott
Limited Partnership, a Delaware limited partnership (the "Partnership") other
than units owned by the general partner, for $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 August 7, 2000 (the
"Purchase Offer and Consent Solicitation"), as supplemented by the Supplement
dated September 26, 2000 (the "Supplement") and the related Proof of Claim,
Assignment and Release. Capitalized terms used and not defined herein shall have
the meanings ascribed to such terms in the Purchase Offer and Consent
Solicitation.
ITEM 1. SUMMARY TERM SHEET.
Information previously provided in response to this Item 1 is hereby
amended and supplemented to include the information set forth in the section of
the Supplement captioned "Summary of Supplement," which section is incorporated
herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
Information previously provided in response to this Item 4(a) is hereby
amended and supplemented to include the information set forth in the sections of
the Supplement captioned "Summary of Supplement," "The Amended Settlement
Agreement," "Federal Income Tax Considerations of the Revised Purchase Offer,"
"The Merger," "Extension of Expiration Date," "Extension of Solicitation
Period" and "Expiration of the Opt Out Period." Which sections are incorporated
herein by reference.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Information previously provided in response to this Item 7(a) is hereby
amended and supplemented to include the information set forth in the section of
the Supplement captioned "Source and Amount of Funds," which section is
incorporated herein by reference.
ITEM 9. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.
Information previously provided in response to this Item 9 (a) is hereby
amended and supplemented to include the information set forth in the section of
the Supplement captioned "Other Matters--Solicitation of Consents," which
section is incorporated herein by reference.
ITEM 11. ADDITIONAL INFORMATION.
Information previously provided in response to this Item 11 (a) (1) is
hereby amended and supplemented to include the information set forth in the
sections of the Supplement captioned "Background of the Revised Purchase Offer"
and "The Amended Settlement Agreement," which sections are incorporated herein
by reference.
Information previously provided in response to this Item 11(b) is hereby
amended and supplemented to include the information set forth in the Supplement.
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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) (2) Proof of Claim, Assignment and Release.
(a) (8) Supplement to the Purchase Offer and Consent Solicitation, dated
September 26, 2000.
(a) (9) Joint Press Release issued on September 25, 2000.
(d) (3) Amendment to the Settlement Agreement, dated as of September 25,
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.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Item 4. Terms of the Transaction.
Information previously provided in response to this Item 4 (c) is
hereby amended and supplemented to include the information set forth in the
section of the Supplement captioned "The Amended Settlement Agreement,"
which section is incorporated herein by reference.
Item 8. Fairness of the Transaction.
Information previously provided in response to this Item 8 (a) is
hereby amended and supplemented to include the information set forth in the
section of the Supplement captioned "Fairness Determinations," which
section is incorporated herein by reference.
Item 9. Persons/Assets Retained, Employed, Compensated or Used.
Information previously provided in response to this Item 9 (b) is
hereby amended and supplemented to include the information set forth in
the section of the Supplement captioned "Other Matters--Solicitation of
Consents," which section is incorporated herein by reference.
Item 10. Source and Amount of Funds
Information previously provided in response to this Item 10 (c) is
hereby amended and supplemented to include the information set forth in the
section of the Supplement captioned "Other Matters -- Fees and Expenses,"
which section is incorporated herein by reference.
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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: September 26, 2000 CBM I HOLDINGS LLC
By: CBM Mezzanine Borrower LLC
By: CBM Joint Venture LLC
By: Rockledge Hotel Properties, Inc.
By: /s/ C.G. Townsend
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Name: C.G. Townsend
Title: Vice President
By: MI CBM Investor LLC
By: /s/ Carolyn B. Handlon
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Name: Carolyn B. Handlon
Title: Manager and Treasurer
CBM JOINT VENTURE LLC
By: Rockledge Hotel Properties, Inc.
By: /s/ C.G. Townsend
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Name: C.G. Townsend
Title: Vice President
By: MI CBM Investor LLC
By: /s/ Carolyn B. Handlon
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Name: Carolyn B. Handlon
Title: Manager and Treasurer
MARRIOTT INTERNATIONAL, INC.
By: /s/ Carolyn B. Handlon
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Name: Carolyn B. Handlon
Title: Vice President and Treasurer
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MI CBM INVESTOR LLC
By: /s/ Carolyn B. Handlon
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Name: Carolyn B. Handlon
Title: Manager and Treasurer
ROCKLEDGE HOTEL PROPERTIES, INC.
By: /s/ C.G. Townsend
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Name: C.G. Townsend
Title: Vice President
HOST MARRIOTT CORPORATION
By: /s/ C.G. Townsend
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Name: C. G. Townsend
Title: Senior Vice President
HOST MARRIOTT, L.P.
By: Host Marriott Corporation
By: /s/ C.G. Townsend
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Name: C. G. Townsend
Title: Senior Vice President
COURTYARD BY MARRIOTT LIMITED PARTNERSHIP
By: CBM One LLC
By: /s/ C.G. Townsend
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Name: C. G. Townsend
Title: Executive Vice President
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EXHIBIT INDEX
(a) (2) Proof of Claim, Assignment and Release.
(a) (8) Supplement to the Purchase Offer and Consent Solicitation
dated September 26, 2000.
(a) (9) Joint Press Release issued on September 25, 2000.
(d) (3) Amendment to the Settlement Agreement, dated as of September 25,
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.
