Securities and Exchange Commission
Washington, D.C. 20549
Form 8-K
Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 1, 1998
MARRIOTT RESIDENCE INN II LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
Delaware 033-24935 52-1605434
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
10400 Fernwood Road, Bethesda, MD 20817-1109
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: 301-380-2070
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ITEM 5. OTHER EVENTS
On October 1, 1998, the General Partner sent to the Limited Partners of the
Partnership a letter to inform them that the proposed Consolidation to form a
new REIT focused on limited service hotels is no longer being pursued. In
addition, the letter informs the Limited Partners that, to date, there have been
no acceptable offers from third parties to purchase the Partnership's hotels.
Such a letter is being filed as an exhibit to this Current Report on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
99.1 Letter from the General Partner to the Limited Partners of
the Partnership, dated October 1, 1998.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
MARRIOTT RESIDENCE INN II
LIMITED PARTNERSHIP
By: MARRIOTT RIBM TWO CORPORATION
General Partner
October 9, 1998 By: /s/ Earla L. Stowe
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Name: Earla L. Stowe
Title: Vice President and Chief Accounting Officer
EXHIBIT INDEX
Exhibit No.: Description:
99.1 Letter from the General Partner to the Limited Partners of
the Partnership, dated October 1, 1998
<PAGE>
EXHIBIT 99.1
October 1, 1998
Dear Limited Partner:
The General Partner previously advised you that it is reviewing strategic
alternatives that could result in increased liquidity for Limited Partners. In
December 1997, we reported that Host Marriott Corporation ("Host"), on behalf of
the General Partner, filed a preliminary Prospectus /Consent Solicitation
Statement with the SEC. This statement proposed the consolidation (the
"Consolidation") of this Partnership and five other limited partnerships into a
publicly traded real estate investment trust (REIT). Subsequently, we reported
to you that there were existing REITs active in the moderate price and
extended-stay hotel segment that had expressed an interest in acquiring some of
the hotels owned by the six limited partnerships. The General Partner retained
Merrill Lynch to advise the Partnerships with respect to these alternatives.
You may also be aware that although the hotel industry is generally continuing
to report improving operating results, stock prices for the companies that own
hotels, including REITs, have been on a downward slide. There are a number of
reasons given by the industry's analysts for this development ranging from
increased supply in certain segments of the market to the global market trends
influencing the US securities markets. The effect of these developments is that
many of the traditional purchasers of hotels such as those owned by the
Partnership are restricted in their ability to raise capital to purchase hotels.
Although over the past months we have reviewed various alternatives, to date,
there have been no acceptable offers from third parties to purchase the
Partnership's hotels.
These same market conditions have adversely affected the proposed Consolidation
that would form a new REIT focused on limited service hotels. The original
Consolidation plan included an initial public offering of the REIT's common
shares. We have been advised that it would be difficult to raise the appropriate
level of outside equity and that the perceived benefits of the Consolidation are
not achievable at this time. Therefore, we are not pursuing the plan to form a
new REIT.
We are continuing to work with Merrill Lynch to explore alternatives designed to
maximize the long term value of your investment. We will promptly advise you of
any developments.
We currently anticipate that the cash distribution paid from 1998 operations
will be comparable to the distribution from 1997 operations of $50 per limited
partner unit. However, actual distributions may be higher or lower depending on
actual Hotel operating results for the remainder of the year as well as the need
to reserve funds for future property improvement fund shortfalls. The
distribution from 1998 operations will be made in February 1999.
If you have any questions regarding the information in this letter or any other
aspect of your investment, please contact Partnership Investor Relations at
301/380-2070.
Sincerely yours,
MARRIOTT RIBM TWO CORPORATION
General Partner
/s/ Bruce F. Stemerman
Bruce F. Stemerman
President
