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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): February 12, 1999
Courtyard by Marriott II Limited Partnership
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-16728 52-1533559
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(State or Other Jurisdiction of (Commission File (I.R.S. Employer
Incorporation or Organization) Number) Identification No.)
10400 Fernwood Road, Bethesda, MD 20817-1109
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (301) 380-2070
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
Reference is made to the registrant's Current Report on Form 8-K, filed
with the Securities and Exchange Commission on January 14, 1999 (the "January
Form 8-K").
The events described in the January Form 8-K resulted in a "Change of
Control" under the Indenture governing the 10 3/4% Series B Senior Secured
Notes due 2008 (the "Notes") issued by the registrant and Courtyard II Finance
Company, a Delaware corporation ("Courtyard Finance"). As a result, pursuant to
the terms of the Indenture, Host Marriott, L.P., a Delaware limited partnership
and an affiliate of the registrant and Courtyard Finance ("Host LP"), commenced
a tender offer for the Notes at a purchase price equal to 101% of the aggregate
principal amount thereof, plus accrued and unpaid interest thereon to February
18, 1999. The tender offer was commenced on January 14, 1999 and expired on
February 12, 1999.
No Notes were tendered to Host LP in connection with the tender offer.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
COURTYARD BY MARRIOTT II
LIMITED PARTNERSHIP
By: CBM TWO LLC,
its General Partner
Date: February 19, 1999 By: /s/ Christopher G. Townsend
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Christopher G. Townsend
Executive Vice President
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