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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
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.
(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) 380-3000 Bethesda, Maryland 20817
(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,
Columbia Square, 555 Thirteenth Street, N.W. 555 Thirteenth Street, N.W.
Washington, D.C. 20004-1109 Washington, D.C. 20004-1109
(202) 637-5600 (202) 383-5300
[_] 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") (through
wholly owned subsidiaries), 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 July ___, 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, (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 (as defined below) 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.
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(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.
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 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.
(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 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.
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 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 sections of the Purchase Offer and
Consent Solicitation captioned "Special Factors -- Background of the
Settlement" and "Special
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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.
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 and Rockledge are not material to the Purchase
Offer.
(b) The pro forma financial statements of the Purchaser, the Joint Venture,
Marriott International, MI Investor, and Rockledge 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.
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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 __________, 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.*
(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.
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(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.
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.
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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.
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.
Date: July 13, 2000 CBM II HOLDINGS 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
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EXHIBIT INDEX
(a)(1) Purchase Offer and Consent Solicitation dated July ___, 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.*
(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.
