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): September 10, 1998
MUTUAL BENEFIT CHICAGO MARRIOTT SUITE HOTEL PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
Rhode Island 0-24467 05-0440218
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or organization)
10400 Fernwood Road, Bethesda, MD 20817
(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
Mutual Benefit Chicago Marriott Suite Hotel Partners, L.P. (the "Partnership")
is one of eight limited partnerships which is included in a proposed
acquisition by merger into subsidiaries of Host Marriott, L.P., as described
in the preliminary Prospectus/Consent Solicitation Statement as filed with the
Securities and Exchange Commission on Form S-4 (SEC File No.333-55807) on
June 2, 1998, as amended. On September 10, 1998, the General Partner sent to
the Limited Partners of the Partnership a letter to inform them that September
18, 1998 will be the record date for voting in the forthcoming consent
solicitation. Those limited partners whose ownership is reflected on the
records of the General Partner as of September 18, 1998 will be eligible to
vote on the merger and proposed amendments to the partnership agreement of the
Partnership. Such 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 September 10, 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.
MUTUAL BENEFIT CHICAGO MARRIOTT
SUITE HOTEL PARTNERS, L.P.
By: MOHS CORPORATION
General Partner
September 16, 1998 By: /s/ Earla L. Stowe
Name: Earla L. Stowe
Title: Vice President and Chief
Accounting Officer
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Exhibit No.: Description:
99.1 Letter from the General Partner to the
Limited Partners of the Partnership,
dated September 10, 1998
September 10, 1998 EXHIBIT 99.1
Dear Limited Partner:
Subject: Record Date for Voting in Forthcoming Consent Solicitation is
September 18, 1998
As previously reported, Host Marriott Corporation ("Host Marriott),
parent company of the General Partner of the Partnership, announced on
April 17, 1998 that its Board of Directors authorized Host Marriott to
restructure its business operations to qualify as a real estate investment
trust ("REIT"). Host Marriott currently anticipates that the restructuring
will become effective as of January 1, 1999. As part of the REIT conversion,
Host Marriott formed a new operating partnership (the "Operating
Partnership") through which the REIT will conduct its full-service lodging
business. The Operating Partnership expects to propose a merger with
certain Host Marriott full-service hotel partnerships and joint ventures,
including this Partnership. Limited Partners would receive limited partnership
units in the Operating Partnership that they could retain or exchange
for either Common Shares of the REIT or a Note of the Operating Partnership.
In connection with the merger, the Operating Partnership and the REIT have
filed a Registration Statement on Form S-4 with the Securities and Exchange
Commission, which has not yet been declared effective. The Record Date is
being provided to you at this time for information purposes only. This
letter is not intended to provide you with the information you will need in
order to make a decision regarding this transaction and does not constitute
solicitation of a consent or offer of a security. Limited Partners will have
an opportunity to vote on this Partnership's participation in the merger and
certain amendments to this Partnership's partnership agreement in connection
with a prospectus/consent solicitation statement currently expected to be
mailed later this month.
Those Limited Partners whose ownership is reflected on the records of the
General Partner as of September 18, 1998 will be eligible to vote on the merger
and the proposed amendments. All transfer documents received by our Transfer
Agent prior to September 18, 1998 will be transferred and a confirmation
statement will be mailed within approximately five business days. If you
have any questions regarding a transfer in process, you may contact the
General Partner at 301/380-2070 or our Transfer Agent at 800/797-6812.
Sincerely yours,
MOHS CORPORATION
General Partner
/s/ Bruce F. Stemerman
Bruce F. Stemerman
President
