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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________
AMENDMENT NO. 5
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 II Limited Partnership
(Name of Subject Company)
CBM II 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
(301) 380-3000
(Name, Address and Telephone Numbers of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
_____________
Copies to:
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<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
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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 Amendment No. 5 to the Tender Offer Statement on Schedule TO amends
and supplements the Tender Offer Statement on Schedule TO filed with the
Securities and Exchange Commission on May 11, 2000 (as amended, the "Schedule
TO") in connection with an offer by CBM II 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 II Limited Partnership, a Delaware limited
partnership (the "Partnership") other than units owned by the general partner,
at $ 147,959 per unit, or a net amount per unit of approximately $119,000 after
payment of court-awarded attorneys' fees and expenses (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 and the related
Proof of Claim, Assignment and Release (collectively, the "Purchase Offer and
Consent Solicitation"). Capitalized terms used and not defined herein shall have
the meanings ascribed to such terms in the Purchase Offer and Consent
Solicitation.
ITEM 4. TERMS OF THE TRANSACTION.
Item 4 of the Schedule TO is hereby amended and supplemented to include the
following information:
On September 18, 2000, Marriott International and Rockledge issued a joint
press release announcing the extension of the Purchase Offer to 12:00 midnight,
New York City time, on Friday, September 22, 2000. The Purchase Offer had
previously been scheduled to expire at 12:00 midnight, New York City time, on
Friday, September 15, 2000. A copy of the joint press release issued by Marriott
International and Rockledge with respect to the foregoing is attached hereto as
Exhibit (a)(7) and is incorporated herein by reference.
ITEM 12. MATERIALS TO BE FILED AS EXHIBITS, INCLUDING MATERIALS TO BE FILED
PURSUANT TO SCHEDULE 13E-3.
Item 12 of the Schedule TO is hereby amended and supplemented to include the
following information:
(a)(7) Joint Press Release issued on September 18, 2000.
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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 18, 2000 CBM II HOLDINGS LLC
By: CBM Mezzanine Borrower 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/ C.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/ C.B. Handlon
------------------------
Name: Carolyn B. Handlon
Title: Manager and Treasurer
MARRIOTT INTERNATIONAL, INC.
By: /s/ C.B. Handlon
------------------------
Name: Carolyn B. Handlon
Title: Vice President and Treasurer
MI CBM INVESTOR LLC
By: /s/ C. B. Handlon
------------------------
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Name: Carolyn B. Handlon
Title: Manager and Treasurer
ROCKLEDGE HOTEL PROPERTIES, INC.
By: /s/ C.G. Townsend
------------------------
Name: C.G. Townsend
Title: Vice President
HOST MARRIOTT CORPORATION
By: /s/ C. G. Townsend
------------------------
Name: C. G. Townsend
Title: Senior Vice President
HOST MARRIOTT, L.P.
By: Host Marriott Corporation
By: /s/ C. G. Townsend
------------------------
Name: Christopher G. Townsend
Title: Senior Vice President
COURTYARD BY MARRIOTT II LIMITED PARTNERSHIP
By: CBM Two LLC
By: /s/ C. G. Townsend
------------------------
Name: C. G. Townsend
Title: Executive Vice President
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EXHIBIT INDEX
(a)(7) Joint Press Release issued on September 18, 2000.
