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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 10
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)
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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. 10 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 (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 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 (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.
ITEM 4. TERMS OF THE TRANSACTION.
The information previously provided in response to this Item 4 is
hereby amended and supplemented to include the following information:
The Purchase Offer expired at 11:00 a.m., New York City time, on
Tuesday, October 24, 2000. Based on a count by the Claims Administrator, as of
11:00 a.m., New York City time, on Tuesday, October 24, 2000, 1209 Units were
validly tendered pursuant to the Purchase Offer, representing approximately 82%
of the Units outstanding. In addition, the Partnership and Courtyard by Marriott
Limited Partnership ("CBM") received all consents necessary for the consummation
of the Settlement and the transactions contemplated thereby, including the
Purchase Offer and the Merger. On October 24, 2000, the Court entered an order
approving the terms of the Settlement relating to the Partnership and CBM and
dismissing the underlying litigation.
Pursuant to the Purchase Offer, the Purchaser will accept for payment
all of the Units validly tendered pursuant to the Purchase Offer when the
Settlement becomes final. Under the Settlement Agreement, the Escrow Agent will
be required to distribute to each Unitholder who has validly tendered his or her
Units pursuant to the Purchase Offer the Net Settlement Amount for each Unit
owned by such Unitholder within seven business days after the date on which the
Settlement becomes final.
On October 24, 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)(13) 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)(13) Joint Press Release issued on October 24, 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: October 25, 2000 CBM II HOLDINGS LLC
By: CBM Mezzanine Borrower LLC
By: CBM Joint Venture LLC
By: Rockledge Hotel Properties, Inc.
By: /s/ W. Edward Walter
----------------------------------
Name: W. Edward Walter
Title: Vice President
By: MI CBM Investor LLC
By: /s/ Carolyn B. Hanlon
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Name: Carolyn B. Hanlon
Title: Manager and Treasurer
CBM JOINT VENTURE LLC
By: Rockledge Hotel Properties, Inc.
By: /s/ W. Edward Walter
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Name: W. Edward Walter
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/ W. Edward Walter
---------------------------------------
Name: W. Edward Walter
Title: Vice President
HOST MARRIOTT CORPORATION
By: /s/ W. Edward Walter
---------------------------------
Name: W. Edward Walter
Title: Executive Vice President
HOST MARRIOTT, L.P.
By: Host Marriott Corporation
By: /s/ W. Edward Walter
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Name: W. Edward Walter
Title: Executive Vice President
COURTYARD BY MARRIOTT II LIMITED PARTNERSHIP
By: CBM Two LLC
By: /s/ Donald D. Olinger
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Name: Donald D. Olinger
Title: Vice President
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EXHIBIT INDEX
(a)(13) Joint Press Release issued on October 25, 2000.
