<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
SCHEDULE 13E-3/A
(Final Amendment)
RULE 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
MARRIOTT HOTEL PROPERTIES II LIMITED PARTNERSHIP
(Name of Issuer)
MHP II ACQUISITION CORP.
HOST MARRIOTT CORPORATION
(Name of Person(s) Filing Statement)
Units of Limited Partnership Interest
(Title of Class of Securities)
None
(CUSIP Number of Class of Securities)
_________________
Christopher G. Townsend, Esq. J. Warren Gorrell, Jr., Esq.
MHP II Acquisition Corp. Peter J. Romeo, Esq.
Host Marriott Corporation Hogan & Hartson L.L.P.
10400 Fernwood Road 555 13th Street, N.W.
Bethesda, MD 20817 Washington, D.C. 20004-1109
(301) 380-9000 (202) 637-5600
(Name, Address and Telephone Number of Persons Authorized to Receive Notices and
Communications on Behalf of Persons Filing Statement)
This statement is filed in connection with (check the appropriate box):
a. [_] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the Securities
Exchange Act of 1934.
b. [_] The filing of a registration statement under the Securities Act
of 1933.
c. [X] A tender offer.
d. [_] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies. [_]
Calculation of Filing Fee
- --------------------------------------------------------------------------------
Transaction Valuation (1) Amount of Filing Fee (1)
$111,000,000 $22,200
- --------------------------------------------------------------------------------
(1) Determined in accordance with Rule 0-11(d) of the Securities Exchange Act
of 1934. The fee was computed on the basis of the purchase of 740 units of
limited partnership interest in the Subject Company at $150,000 cash per unit.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of Filing.
<TABLE>
<S> <C> <C>
Amounts Previously Paid: $18,500 $3,700
Forms or Registration Nos.: Schedule 14D-1 Schedule 14D-1/A
Filing Parties: MHP II Acquisition Corp. MHP Acquisition Corp.
and Host Marriott Corporation and Host Marriott Corporation
Dates Filed: April 18, 1996 May 23, 1996
</TABLE>
Exhibit Index is on page 3.
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<PAGE>
CROSS REFERENCE SHEET
---------------------
The following cross reference sheet is being supplied pursuant to
General Instruction F to Schedule 13E-3 and shows the location in the Schedule
14D-1/A, Final Amendment, filed by MHP II Acquisition Corp. and Host Marriott
Corporation with the Securities and Exchange Commission on the date hereof, of
the information required to be included in response to the items of this
statement. The information in the Schedule 14D-1/A, Final Amendment, which is
attached hereto as Exhibit (17)(d)(6), is hereby expressly incorporated herein
by reference and the responses to each item are qualified in their entirety by
the provisions of the Schedule 14D-1/A, Final Amendment.
<TABLE>
<CAPTION>
Item in Where Located in
Schedule 13E-3/A, Final Amendment Schedule 14D-1/A, Final Amendment
- --------------------------------- ---------------------------------
<S> <C>
Item 2............................... "Item 2--Identity and Background"
Item 10.............................. "Item 6--Interest in Securities of the
Subject Company"
Item 17.............................. Schedule 14D-1/A, Final Amendment
</TABLE>
<PAGE>
This statement is the Final Amendment to the Transaction Statement on
Schedule 13E-3 which was filed by MHP II Acquisition Corp., a Delaware
corporation (the "Purchaser") and wholly owned direct subsidiary of Host
Marriott Corporation, a Delaware corporation ("Parent"), on April 18, 1996, as
amended by the Statement on Schedule 13E-3/A, Amendment No.1, dated May 15,
1996, the Statement on Schedule 13E-3/A, Amendment No. 2, dated May 23, 1996,
the Statement on Schedule 13E-3/A, Amendment No. 3, dated May 24, 1996, and the
Statement on Schedule 13E-3/A, Amendment No. 4, dated June 3, 1996, with respect
to the Purchaser's offer to purchase all outstanding units of limited
partnership interest (the "Units") in Marriott Hotel Properties II Limited
Partnership, a Delaware limited partnership (the "Partnership") upon the terms
and subject to the conditions set forth in the Offer to Purchase dated April 18,
1996, as amended (the "Offer to Purchase"), and the related Letter of
Transmittal. Capitalized terms used in this Final Amendment and not otherwise
defined herein shall have the meanings set forth in the Schedule 13E-3.
The Offer to Purchase expired on June 13, 1996 at 12:00 midnight, New
York City time. At the expiration of the Offer, 375.5 Units (representing
approximately 50.4% of the outstanding Units) had been tendered pursuant to the
Offer. The Purchaser has notified the Depositary that it has accepted for
payment all 375.5 Units tendered pursuant to the Offer. As a result of the
acceptance for payment of the 375.5 Units, Parent will beneficially own a total
of 380.5 Units, representing approximately 51.1% of the outstanding Units.
Item 2. Identity and Background
-----------------------
(a)-(d), (g) On June 11, 1996, Bruce D. Wardinski was elected Vice President and
Treasurer of the Purchaser to replace Scott A. LaPorta, who resigned such
position effective June 11, 1996. Mr. Wardinski, 36, joined Parent in 1987 as a
Senior Financial Analyst of Financial Planning & Analysis and was named Manager
in June 1988. He was appointed Director, Financial Planning & Analysis in 1989,
Director of Project Finance in January 1990, Senior Director of Project Finance
in June 1993, Vice President, Project Finance in June 1994 and Senior Vice
President of International Development in October 1995. In June 1996, Mr.
Wardinski was named Senior Vice President and Treasurer of Parent.
(e)-(f) Neither the Purchaser nor Parent nor, to the best of their knowledge,
Bruce D. Wardinski nor any person listed in Schedule I to the Offer to Purchase,
has during the last five years (i) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) been party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting activities subject
to, federal or state securities laws or finding any violation of such laws.
Item 10. Interest in Securities of the Issuer
------------------------------------
Items 10(a) and (b) are hereby amended as follows:
The Purchaser has notified the Depositary that it has accepted for
payment all 375.5 Units tendered pursuant to the Offer (representing
approximately 50.4% of the outstanding Units). As a result of the
acceptance for payment of the 375.5 Units, Parent will beneficially own
a total of 380.5 Units, representing approximately 51.1% of the
outstanding Units.
Item 17. Material to be Filed as Exhibits
--------------------------------
(d)(6) Schedule 14D-1/A (Amendment No. 5)
<PAGE>
SIGNATURES
After due inquiry, and to the best of its knowledge and belief, each of
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
MHP II ACQUISITION CORP.
Dated: June 18, 1996 By: /s/ Christopher J. Nassetta
---------------------------------------
Christopher J. Nassetta
President and Chief Operating Officer
HOST MARRIOTT CORPORATION
Dated: June 18, 1996 By: /s/ Christopher G. Townsend
---------------------------------------
Christopher G. Townsend
Senior Vice President, Deputy General
Counsel and Corporate Secretary
2
<PAGE>
Exhibit Index
-------------
Exhibit No. Page No.
- ----------- --------
17(d)(6) Schedule 14D-1/A (Final Amendment) 4
3
<PAGE>
Exhibit 17(d)(6)
4
<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------
SCHEDULE 14D-1/A
(Final Amendment)
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
and
Schedule 13D
under the Securities Exchange Act of 1934
MARRIOTT HOTEL PROPERTIES II LIMITED PARTNERSHIP
(Name of Subject Company)
MHP II ACQUISITION CORP.
HOST MARRIOTT CORPORATION
(Bidders)
Units of Limited Partnership Interest
(Title of Class of Securities)
None
(CUSIP Number of Class of Securities)
-------------
Christopher G. Townsend, Esq. J. Warren Gorrell, Jr., Esq.
MHP II Acquisition Corp. Peter J. Romeo, Esq.
Host Marriott Corporation Hogan & Hartson L.L.P.
10400 Fernwood Road 555 13th Street, N.W.
Bethesda, MD 20817 Washington, D.C. 20004-1109
(301) 380-9000 (202) 637-5600
(Name, address and telephone number of persons authorized to receive notices and
communications on behalf of Bidders)
June 13,1996
------------
Date of Event(s) which require filing of Statement on Schedule 13D
-------------
Calculation of Filing Fee
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Transaction Valuation (1) Amount of Filing Fee (1)
<S> <C>
$111,000,000 $22,200
- --------------------------------------------------------------------------------
</TABLE>
(1) Determined in accordance with Rule 0-11(d) of the Securities Exchange Act
of 1934. The fee was computed on the basis of the purchase of 740 units of
limited partnership interest in the Subject Company at $150,000 cash per unit.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
<TABLE>
<S> <C> <C>
Amounts Previously Paid: $18,500 $3,700
Forms or Registration Nos.: Schedule 14D-1 Schedule 14D-1/A
Filing Parties: MHP II Acquisition Corp. MHP Acquisition Corp.
and Host Marriott Corporation and Host Marriott Corporation
Dates Filed: April 18, 1996 May 23, 1996
</TABLE>
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<PAGE>
- --------------------------------------------------------------------------------
CUSIP NO. NONE
- --------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS:
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Host Marriott Corporation
I.R.S. Identification No. 53-0085950
- ------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
[_](a)
[_](b)
- ------------------------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------------------------
4. SOURCES OF FUNDS (SEE INSTRUCTIONS)
WC
- ------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) OR 2(f)
[_]
- -----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ------------------------------------------------------------------------------
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
380.5 Units
- ------------------------------------------------------------------------------
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
[_]
- ------------------------------------------------------------------------------
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 51.1%
- ------------------------------------------------------------------------------
10. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
- ------------------------------------------------------------------------------
-2-
<PAGE>
- --------------------------------------------------------------------------------
CUSIP NO. NONE
- --------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS;
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MHP II Acquisition Corp.
I.R.S. Identification No. 52-1971552
- ------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
[_](a)
[_](b)
- ------------------------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------------------------
4. SOURCES OF FUNDS (SEE INSTRUCTIONS)
WC
- ------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) OR 2(f)
[_]
- -----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ------------------------------------------------------------------------------
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
375.5 Units
- ------------------------------------------------------------------------------
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
[_]
- ------------------------------------------------------------------------------
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 50.4%
- ------------------------------------------------------------------------------
10. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
- ------------------------------------------------------------------------------
-3-
<PAGE>
This statement is the Final Amendment to the Tender Offer Statement on
Schedule 14D-1 which was filed by MHP II Acquisition Corp., a Delaware
corporation (the "Purchaser") and wholly owned direct subsidiary of Host
Marriott Corporation, a Delaware corporation ("Parent"), on April 18, 1996, as
amended by the Statement on Schedule 14D-1/A, Amendment No. 1, dated May 15,
1996, the Statement on Schedule 14D-1/A, Amendment No.2, dated May 23, 1996, the
Statement on Schedule 14D-1/A, Amendment No.3, dated May 24, 1996, and the
Statement on Schedule 14D-1/A, Amendment No. 4, dated June 3, 1996, with respect
to the Purchaser's offer to purchase all outstanding units of limited
partnership interest (the "Units") in Marriott Hotel Properties II Limited
Partnership, a Delaware limited partnership (the "Partnership") at a net cash
price per Unit of $150,000. Capitalized terms used in this Final Amendment and
not otherwise defined herein shall have the meanings set forth in the Offer to
Purchase dated April 18, 1996, as amended (the "Offer to Purchase"), and related
Letter of Transmittal. This Statement also serves as the initial filing of
Schedule 13D under the Exchange Act for the Purchaser and Parent.
The Offer to Purchase expired on June 13, 1996, at 12:00 midnight, New
York City time. At the expiration of the Offer, 375.5 Units (representing
approximately 50.4% of the outstanding Units) had been tendered pursuant to the
Offer. The Purchaser has notified the Depositary that it has accepted for
payment all 375.5 Units tendered pursuant to the Offer. As a result of the
acceptance for payment of the 375.5 Units, Parent will beneficially own a total
of 380.5 Units, representing approximately 51.1% of the outstanding Units.
Item 2. Identity and Background
-----------------------
(a)-(d), (g) On June 11, 1996, Bruce D. Wardinski was elected Vice
President and Treasurer of the Purchaser to replace Scott A. LaPorta, who
resigned such position effective June 11, 1996. Mr. Wardinski, 36, joined Parent
in 1987 as a Senior Financial Analyst of Financial Planning & Analysis and was
named Manager in June 1988. He was appointed Director, Financial Planning &
Analysis in 1989, Director of Project Finance in January 1990, Senior Director
of Project Finance in June 1993, Vice President, Project Finance in June 1994
and Senior Vice President of International Development in October 1995. In June
1996, Mr. Wardinski was named Senior Vice President and Treasurer of Parent.
(e)-(f) Neither the Purchaser nor Parent nor, to the best of their knowledge,
Bruce D. Wardinski nor any person listed in Schedule I to the Offer to Purchase,
has during the last five years (i) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) been party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting activities subject
to, federal or state securities laws or finding any violation of such laws.
Item 6. Interest in Securities of the Subject Company
---------------------------------------------
Items 6(a) and (b) are hereby amended as follows:
The Purchaser has notified the Depositary that it has accepted for payment
all 375.5 Units tendered pursuant to the Offer (representing approximately 50.4%
of the outstanding Units). As a result of the acceptance for payment of the
375.5 Units, Parent will beneficially own a total of 380.5 Units, representing
approximately 51.1% of the outstanding Units.
-4-
<PAGE>
SIGNATURES
After due inquiry, and to the best of its knowledge and belief, each of
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
MHP II ACQUISITION CORP.
Dated: June 18, 1996 By: /s/ Christopher J. Nassetta
-----------------------------
Christopher J. Nassetta
President and Chief Operating Officer
HOST MARRIOTT CORPORATION
Dated: June 18, 1996 By: /s/ Christopher G. Townsend
-----------------------------
Christopher G. Townsend
Senior Vice President, Deputy General
Counsel and Corporate Secretary
-5-
