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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 3
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
Bethesda, Maryland 20817
(301) 380-9000 (301) 380-3000
(Name, Address and Telephone Numbers of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
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Copies to:
J. Warren Gorrell, Jr. David G. Pommerening
Bruce W. Gilchrist O'Melveny & Myers LLP
Hogan & Hartson LLP Columbia Square, 555 Thirteenth
Columbia Square, 555 Thirteenth Street, N.W.
Street, N.W. Washington, D.C. 20004-1109
Washington, D.C. 20004-1109 (202) 383-5300
(202) 637-5600
[_] 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 Tender Offer Statement on Schedule TO (the "Schedule TO") relates to 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 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 , 2000 and the related Proof of Claim, Assignment
and Release, copies of which are attached hereto as Exhibits (a) (1) and (a)
(2), respectively (which, as amended or supplemented from time to time, are
collectively herein referred to as the "Purchase Offer and Consent
Solicitation"). The Purchase Offer and the consent solicitation (as described
below) are being made pursuant to the terms of a settlement agreement relating
to a class action lawsuit brought against the general partner of the
Partnership and various other entities. In the Merger (as defined below), (1)
each outstanding unit that has not been tendered in the Purchase Offer (other
than units held by the general partner, the Purchaser and holders who elect to
opt out of the Settlement) will be converted into the right to receive
$147,959 per unit (or pro rata amount thereof) in cash, and (2) each
outstanding unit (or partial unit) held by a holder who elects to opt out of
the Settlement (as defined in the Purchase Offer and Consent Solicitation)
will be converted into the right to receive a cash amount equal to the
appraised value of such unit (or a pro rata portion thereof), not including
any amount representing the value of the claims asserted in the class action
litigation and reduced by any amount owed by the holder on the original
purchase price of such unit. If the court approves legal fees and expenses of
approximately $29,000 per unit to counsel to the class action plaintiffs in
the Milkes Litigation (as defined in the Purchase Offer and Consent
Solicitation), the net amount that each holder that is a class member will
receive is approximately $119,000 per unit (or a pro rata portion thereof)
(the "Net Settlement Amount"). The Net Settlement Amount to be received by any
holder in the Purchase Offer or the Merger will be reduced by any amount owed
by the holder on the original purchase price of such unit.
The Purchase Offer and Consent Solicitation also relates to the solicitation
by the general partner of the Partnership of consents to a merger of a
subsidiary of the Purchaser with and into the Partnership (the "Merger") and
to certain amendments to the Partnership's Partnership Agreement.
The information in the Purchase Offer and Consent Solicitation including all
schedules and annexes thereto, is hereby expressly incorporated by reference
as set forth below.
ITEM 1. SUMMARY TERM SHEET.
The information set forth in the section of the Purchase Offer and Consent
Solicitation captioned "Summary Term Sheet" is incorporated herein by
reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) The information set forth in the section of the Purchase Offer and
Consent Solicitation captioned "Special Factors--Certain Information
Concerning the Partnership" is incorporated herein by reference.
(b) The information set forth in the sections of the Purchase Offer and
Consent Solicitation captioned "Summary Term Sheet" and "The Written
Consents--Record Date and Outstanding Units" is incorporated herein by
reference.
(c) The information set forth in the section of the Purchase Offer and
Consent Solicitation captioned "The Purchase Offer--Market for the
Partnership's Limited Partnership Units and Related Security Holder Matters"
is incorporated herein by reference.
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ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a) The information set forth in the section of the Purchase Offer and
Consent Solicitation captioned "Special Factors--Certain Information
Concerning the Purchaser, the Joint Venture, Marriott International,
MI Investor and Rockledge" and Schedule I to the Purchase Offer and Consent
Solicitation captioned "Directors and Executive Officers of Marriott
International, Inc., MI CBM Investor LLC, Rockledge Hotel Properties, Inc.,
CBM Joint Venture LLC and CBM II Holdings LLC" is incorporated herein by
reference.
(b) The information set forth in the section of the Purchase Offer and
Consent Solicitation and Consent Solicitation captioned "Special Factors--
Certain Information concerning the Purchaser, the Joint Venture, Marriott
International, MI Investor, Rockledge, Host Marriott and Host LP" and Schedule
I to the Purchase Offer and Consent Solicitation captioned "Directors and
Executive Officers of Marriott International, Inc., MI CBM Investor LLC,
Rockledge Hotel Properties, Inc., Host Marriott Corporation, Host Marriott,
L.P., CBM Joint Venture LLC and CBM II Holdings LLC" is incorporated herein by
reference.
(c) The information set forth in the section of the Purchase Offer and
Consent Solicitation captioned "Special Factors--Certain Information
Concerning the Purchaser, the Joint Venture, Marriott International,
MI Investor, Rockledge, Host Marriott and Host LP" and Schedule I to the
Purchase Offer and Consent Solicitation captioned "Directors and Executive
Officers of Marriott International, Inc., MI CBM Investor LLC, Rockledge Hotel
Properties, Inc., Host Marriott Corporation, Host Marriott, L.P., CBM Joint
Venture LLC and CBM II Holdings LLC" is incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth in the sections of the Purchase Offer and
Consent Solicitation captioned "Summary Term Sheet," "Special Factors--Purpose
and Structure of the Purchase Offer, Merger and Amendments," "Special
Factors--The Merger," "Special Factors--The Amendments," "Special Factors--
Federal Income Tax Considerations," "Special Factors--Plans for the
Partnership; Certain Effects of the Purchase Offer," "The Purchase Offer--
Terms of the Purchase Offer," "The Purchase Offer--Settlement Fund; Acceptance
for Payment; Payment for Units," "The Purchase Offer--Procedures for Accepting
the Purchase Offer and Tendering Units," "The Purchase Offer--Withdrawal
Rights," "The Written Consents--Effective Time of the Merger," "The Written
Consents--Effective Time of Amendments" is incorporated herein by reference.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(a) The information set forth in the section of the Purchase Offer and
Consent Solicitation captioned "Special Factors--Certain Transactions with the
Partnership," "Special Factors--Certain Information Concerning the Purchaser,
the Joint Venture, Marriott International, MI Investor, Rockledge, Host
Marriott and Host LP" and Schedule I to the Purchase Offer and Consent
Solicitation captioned "Directors and Executive Officers of Marriott
International, Inc., MI CBM Investor LLC, Rockledge Hotel Properties, Inc.,
Host Marriott Corporation, Host Marriott, L.P., CBM Joint Venture LLC and CBM
II Holdings LLC" is incorporated herein by reference.
(b) The information set forth in the sections of the Purchase Offer and
Consent Solicitation captioned "Special Factors--Background of the Settlement"
and "Special Factors--Plans for the Partnership; Certain Effects of the
Purchase Offer" is incorporated herein by reference.
ITEM 6. PURPOSE OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a) and (c) (1)--(7) The information set forth in the sections of the
Purchase Offer and Consent Solicitation captioned "Special Factors--Background
of the Settlement," "Special Factors--The Merger," "Special Factors--Plans for
the Partnership; Certain Effects of the Purchase Offer" and "The Written
Consents--Rights of Appraisal" is incorporated herein by reference.
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ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a), (b) and (d) The information set forth in the section of the Purchase
Offer and Consent Solicitation captioned "Special Factors--Source and Amount
of Funds" is incorporated herein by reference.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) and (b) The information set forth in the section of the Purchase Offer
and Consent Solicitation captioned "Special Factors--Security Ownership of
Certain Beneficial Owners and Management" is incorporated herein by reference.
ITEM 9. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.
(a) The information set forth in the section of the Purchase Offer and
Consent Solicitation captioned "Other Matters--Fees and Expenses" is
incorporated herein by reference.
ITEM 10. FINANCIAL STATEMENTS.
(a) The financial statements of the Purchaser, the Joint Venture, Marriott
International, MI Investor, Rockledge, Host Marriott and Host LP are not
material to the Purchase Offer.
(b) The pro forma financial statements of the Purchaser, the Joint Venture,
Marriott International, MI Investor, Rockledge, Host Marriott and Host LP are
not material to the Purchase Offer.
ITEM 11. ADDITIONAL INFORMATION.
(a)(1) The information set forth in the section of the Purchase Offer and
Consent Solicitation captioned "Special Factors--Background of the Settlement"
and "Special Factors--The Settlement Agreement" is incorporated herein by
reference.
(a)(2)--(3) The information set forth in the section of the Purchase Offer
and Consent Solicitation captioned "Special Factors--Regulatory Matters" is
incorporated herein by reference.
(a)(4) None
(a)(5) The information set forth in the section of the Purchase Offer and
Consent Solicitation captioned "Special Factors--Background of the Settlement"
and "Special Factors--The Settlement Agreement" is incorporated herein by
reference.
(b) The information set forth in the Purchase Offer and Consent Solicitation
and the Proof of Claim, Assignment and Release is incorporated herein by
reference.
ITEM 12. MATERIALS TO BE FILED AS EXHIBITS, INCLUDING MATERIALS TO BE FILED
PURSUANT TO SCHEDULE 13E-3.
(a)(1) Purchase Offer and Consent Solicitation dated August , 2000.
(a)(2) Proof of Claim, Assignment and Release.*
(a)(3) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.*
(a)(4) Letter to Clients for Use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.*
(a)(5) Guidelines Regarding Taxpayer Identification Number.*
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(a)(6) Form of Summary advertisement. *
(b) Not applicable.
(c) Not applicable.
(d)(1) Form of Agreement and Plan of Merger by and among the Joint Venture,
Merger Sub and the Partnership. *
(d)(2) Settlement Agreement dated as of March 9, 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. *
(f) Section 1.5 of the Form of Agreement and Plan of Merger by and among
the Joint Venture, Merger Sub and the Partnership, filed as Exhibit
(d)(2) to this Purchase Offer and Consent Solicitation, is
incorporated herein by reference.*
(g) Not applicable.
(h) Not applicable.
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* Previously filed.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Item 2. Subject Company Information.
(d) The information set forth in the sections of the Purchase Offer and
Consent Solicitation captioned "Special Factors--Selected Historical
Consolidated Financial Data" and "The Purchase Offer--Market for the
Partnership's Limited Partnership Units and Related Security Holder Matters"
is incorporated herein by reference.
(e) Not applicable.
(f) Not applicable.
Item 4. Terms of the Transaction.
(c) The information set forth in the sections of the Purchase Offer and
Consent Solicitation captioned "Summary Term Sheet," "Risk Factors," "Special
Factors--The Settlement Agreement," Special Factors--Procedures for Opting Out
of the Settlement," and "Special Factors--The Merger--Rights of Unitholders
Who Have Elected to Opt Out of the Settlement" is incorporated herein by
reference.
(d) The information set forth in the sections of the Purchase Offer and
Consent Solicitation captioned "Summary Term Sheet," "Risk Factors," "Special
Factors--Procedures for Opting Out of the Settlement," "Special Factors--The
Merger--Rights of Unitholders Who Have Elected to Opt Out of the Settlement"
and "The Written Consents--Rights of Appraisal" is incorporated herein by
reference.
(e) The information set forth in the section of the Purchase Offer and
Consent Solicitation captioned "The Purchase Offer--Terms of the Purchase
Offer--Provisions for Unaffiliated Unitholders" is incorporated herein by
reference.
(f) Not applicable.
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
(c) The information set forth in the section of the Purchase Offer and
Consent Solicitation captioned "Special Factors--Background of the Settlement"
is incorporated herein by reference.
(e) The information set forth in the sections of the Purchase Offer and
Consent Solicitation captioned "Summary Term Sheet", "Special Factors--
Background of the Settlement," "Special Factors--Plans for the Partnership;
Certain Effects of the Purchase Offer" and "Special Factors--Certain
Information concerning the Partnership," is incorporated herein by reference.
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Item 6. Purpose of the Transaction and Plans or Proposals.
(b) The information set forth in the sections of the Purchase Offer and
Consent Solicitation captioned "Special Factors--The Settlement Agreement,"
"Special Factors--Purpose and Structure of the Purchase Offer; Merger and
Amendments" and "Special Factors--The Merger" is incorporated herein by
reference.
(c)(8) The information set forth in the sections of the Purchase Offer and
Consent Solicitation captioned "Summary Term Sheet" and "Special Factors--
Plans for the Partnership; Certain Effects of the Purchase Offer" is
incorporated herein by reference.
Item 7. Purposes, Alternatives, Reasons and Effects.
(a), (b) and (c) The information set forth in the sections of the Purchase
Offer and Consent Solicitation captioned "Special Factors--Background of the
Settlement" and "Special Factors--Purpose and Structure of the Purchase Offer,
the Merger and the Amendments" is incorporated herein by reference.
(d) The information set forth in the sections of the Purchase Offer and
Consent Solicitation captioned "Special Factors--Plans for the Partnership;
Certain Effects of the Purchase Offer," "Special Factors--The Merger--Effects
of Merger" and "Special Factors--Federal Income Tax Considerations" is
incorporated herein by reference.
Item 8. Fairness of the Transaction.
(a) through (f) The information set forth in the sections of the Purchase
Offer and Consent Solicitation captioned "Special Factors--Background of the
Settlement," "Special Factors--Position of Marriott International, MI Investor
and Rockledge Regarding Fairness" and "The Written Consents--Majority Vote
Required; Voting Rights" is incorporated herein by reference.
Item 9. Reports, Opinions, Appraisals and Negotiations.
Not applicable.
Item 10. Source and Amount of Funds or Other Consideration.
(c) The information set forth in the sections of the Purchase Offer and
Consent Solicitation captioned "The Purchase Offer--Transfer Fees and Taxes"
and "Other Matters--Fees and Expenses" is incorporated herein by reference.
Item 12. The Solicitation or Recommendation.
(d) The information set forth in the section of the Purchase Offer and
Consent Solicitation captioned "Special Factors--Security Ownership of Certain
Beneficial Owners and Management" is incorporated herein by reference.
(e) Except for the position of Marriott International, MI Investor and
Rockledge as set forth in the section of the Purchase Offer and Consent
Solicitation captioned "Special Factors--Position of Marriott International,
MI Investor and Rockledge Regarding Fairness" and subject to the
qualifications set forth in the Purchase Offer, the filing persons are not
aware of any affiliate of the Partnership who has made a recommendation either
in support of or against the Purchase Offer.
Item 13. Financial Statements
(a)(1)-(4) The information set forth in the sections of the Purchase Offer
and Consent Solicitation captioned "Special Factors--Certain Information
Concerning the Partnership" and "Where You Can Find More Information" is
incorporated herein by reference.
(b) Not applicable.
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Item 14. Persons/Assets, Retained, Employed, Compensated or Used.
(b) None.
Item 15. Additional Information
Not applicable.
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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.
CBM II HOLDINGS LLC
Date: August 1, 2000 By: CBM Joint Venture LLC
By: CBM Mezzanine Borrower LLC
By: Rockledge Hotel Properties, Inc.
/s/ C. G. Townsend
By: _________________________________
Name: C.G. Townsend
Title: Vice President
By: MI CBM Investor LLC
/s/ Carolyn B. Handlon
By: _________________________________
Name: Carolyn B. Handlon
Title: Manager and Treasurer
CBM JOINT VENTURE LLC
By: Rockledge Hotel Properties, Inc.
/s/ C. G. Townsend
By: _____________________________
Name: C.G. Townsend
Title: Vice President
By: MI CBM Investor LLC
/s/ Carolyn B. Handlon
By: _____________________________
Name: Carolyn B. Handlon
Title: Manager and Treasurer
MARRIOTT INTERNATIONAL, INC.
/s/ Carolyn B. Handlon
By: _________________________________
Name: Carolyn B. Handlon
Title: Vice President and
Treasurer
MI CBM INVESTOR LLC
/s/ Carolyn B. Handlon
By: _________________________________
Name: Carolyn B. Handlon
Title: Manager and Treasurer
ROCKLEDGE HOTEL PROPERTIES, INC.
/s/ C. G. Townsend
By: _________________________________
Name: C.G. Townsend
Title: Vice President
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HOST MARRIOTT CORPORATION
/s/ C. G. Townsend
By: ____________________________
Name: Christopher G. Townsend
Title: Senior Vice President
HOST MARRIOTT, L.P.
By: Host Marriott Corporation
/s/ C. G. Townsend
By: ________________________
Name: Christopher G. Townsend
Title: Senior Vice President
COURTYARD BY MARRIOTT II LIMITED
PARTNERSHIP
By: CBM Two LLC
/s/ C. G. Townsend
By: ________________________
Name: C.G. Townsend
Title: Executive Vice
President
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EXHIBIT INDEX
<TABLE>
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(a)(1) Purchase Offer and Consent Solicitation dated August , 2000.
(a)(2) Proof of Claim, Assignment and Release.*
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
(a)(3) Nominees.*
(a)(4) Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.*
(a)(5) Guidelines Regarding Taxpayer Identification Number.*
(a)(6) Form of Summary advertisement*
(d)(1) Form of Agreement and Plan of Merger by and among the Joint Venture,
Merger Sub and the Partnership.*
(d)(2) Settlement Agreement dated as of March 9, 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.*
(f) Section 1.5 of the Form of Agreement and Plan of Merger by and among
the Joint Venture, Merger Sub and the Partnership (incorporated by
reference to Exhibit (d)(2) hereto).*
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* Previously filed.
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