<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
AMENDMENT NO. 11
(FINAL AMENDMENT)
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:
<TABLE>
<CAPTION>
<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: |X|
<PAGE>
TENDER OFFER
This Amendment No. 11 to the Tender Offer Statement on Schedule TO,
constituting the final amendment, amends and supplements the Tender Offer
Statement on Schedule TO filed with the Securities and Exchange Commission on
May 11, 2000, as amended (as so 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 among MI CBM Investor LLC, a Delaware limited liability company and a
wholly owned indirect subsidiary of Marriott International, Inc., a Delaware
corporation ("Marriott International"), Host Marriott, L.P., a Delaware limited
partnership and Rockledge Hotel Properties, Inc., a Delaware corporation
("Rockledge") (through wholly owned subsidiaries), to purchase (the "Purchase
Offer") all outstanding units of limited partnership interest (the "Units") in
Courtyard by Marriott II Limited Partnership, a Delaware limited partnership
(the "Partnership"), other than Units owned by the Partnership's general
partner, for $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, the
Supplement thereto dated September 25, 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.
ITEMS 6 AND 8.
The information previously provided in response to these Items 6 and
8 is hereby amended and supplemented by adding to the end thereof the following:
The judgement order of the Court approving the Settlement has become
Final (as such term is defined in the Settlement Agreement) and the Purchaser
has given notice to the Claims Administrator that the "Effective Date" under the
Settlement Agreement has occurred. As a result, all of the conditions to the
Purchase Offer and the Merger, as set forth in the Purchase Offer and the
Consent Solicitation, have been satisfied. Pursuant to the Purchase Offer, the
Purchaser has accepted for payment all of the Units validly tendered on or prior
to the Expiration Date and not validly withdrawn according to the terms of the
Purchase Offer. Based on information provided by the Claims Administrator,
approximately 1,254 Units were validly tendered on or prior to the Expiration
Date and not validly withdrawn, representing approximately 85% of the
outstanding Units. The holders of 3 Units elected to opt out of the Settlement.
Immediately following the consummation of the Purchase Offer, Merger
Sub was merged with and into the Partnership pursuant to the Agreement and Plan
of Merger by and among the Joint Venture, Merger Sub and the Partnership. At the
effective time of the Merger, each issued and outstanding Unit of the
Partnership (other than Units held by the General Partner and the Purchaser) was
converted into the right to receive the same consideration per Unit as will be
paid to Unitholders who tendered their Units in the Purchase Offer, or, if a
Unitholder has elected to opt out of the Settlement, the consideration
determined in accordance with the appraisal procedures set forth in the Purchase
Offer and Consent Solicitation.
On December 8, 2000, Marriott International and Rockledge issued a
joint press release with respect to the foregoing matters. A copy of this joint
press release is attached hereto as Exhibit (a)(14) and is incorporated herein
by reference.
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)(14) Joint Press Release issued on December 8, 2000.
<PAGE>
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: December 8, 2000 CBM II HOLDINGS LLC
By: /s/ C.G. Townsend
-------------------------------------
Name: C.G. Townsend
Title: Executive Vice President
CBM JOINT VENTURE LLC
By: Rockledge CBM Investor II LLC,
its Manager
By: /s/ C.G. Townsend
---------------------------------
Name: C.G. Townsend
Title: Executive Vice President
MARRIOTT INTERNATIONAL, INC.
By: /s/ Carolyn B. Handlon
------------------------------------
Name: Carolyn B. Handlon
Title: Vice President and Treasurer
MI CBM INVESTOR LLC
By: /s/ Carolyn B. Handlon
------------------------------------
Name: Carolyn B. Handlon
Title: Vice President 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, its Sole
General Partner
By: /s/ C.G. Townsend
------------------------------------
Name: C.G. Townsend
Title: Senior Vice President
COURTYARD BY MARRIOTT II LIMITED PARTNERSHIP
By: CBM Two LLC, its Sole General Partner
By: /s/ C.G. Townsend
------------------------------------
Name: C.G. Townsend
Title: Executive Vice President
<PAGE>
EXHIBIT INDEX
(a)(14) Joint Press Release issued on December 8, 2000.
