SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
AMENDMENT NO. 2
TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
Pursuant to Section 14(d)(4) of the Securities Exchange Act of 1934
MARRIOTT HOTEL PROPERTIES II
LIMITED PARTNERSHIP
(Name of Subject Company)
MacKenzie Patterson Special Fund 2, L.P.
(Name of Person(s) Filing Statement)
Units of Limited Partnership Interest
(Title of Class of Securities)
None
(CUSIP Number of Class of Securities)
-----------------
C. E. Patterson Paul J. Derenthal, Esq.
MacKenzie Patterson, Inc. Derenthal & Dannhauser
1640 School Street, Suite 100 455 Market Street, Suite 1600
Moraga, California 94556 San Francisco, California 94105
(510) 631-9100 (415) 243-8070
(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications on Behalf of Persons Filing Statement)
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The Schedule 14D-9 of MacKenzie Patterson Special Fund 2, L.P.
concerning the tender offer by MHP II Acquisition Corp. for units of limited
partnership interest of Marriott Hotel Properties II Limited Partnership is
hereby amended to file as an additional exhibit the Exhibit 3 described below
and attached hereto:
Item 9. Material to be Filed as Exhibits
Exhibit No.
Exhibit 3 Notice to Unitholders dated May 17, 1996
2
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SIGNATURE
After reasonable inquiry, and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: May 17, 1996 MACKENZIE PATTERSON SPECIAL FUND 2, L.P.
a California Limited Partnership
By: MACKENZIE PATTERSON, INC., General Partner
By: _/S/ VICTORIAANN TACHEIRA___________
Victoriaann Tacheira, Vice President
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EXHIBIT 3
Notice to Unitholders
of
MARRIOTT HOTEL PROPERTIES II LIMITED PARTNERSHIP
from
MacKENZIE PATTERSON, INC.
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Notice to Unitholders
of
MARRIOTT HOTEL PROPERTIES II LIMITED PARTNERSHIP
from
MacKENZIE PATTERSON, INC.
By letter dated May 15, 1996, the initial Expiration Date, MHP II
Acquisition Corp. (the "Purchaser"), notified you that it has extended its Offer
to purchase all the outstanding units of Marriott Hotel Properties II Limited
Partnership through June 13, 1996 and retains the right to extend the Offer
indefinitely thereafter. MPI continues to believe the proposed transaction is
neither in the best interests of those partners who might tender nor those who
choose not to tender. Two very important items of information were not included
in the Purchaser's May 15 letter:
1. Although the Purchaser noted, as required under SEC rules,
that it had received tenders of a total of 220.5 Units as of
May 14, it did not add that this total is 152 Units short of
the required minimum it established as a condition to the
Offer. Unless a total of at least 373 Units are tendered and
not withdrawn as of the Expiration Date, the Minimum Tender
Condition will not be satisfied. The Purchaser has not
provided any information as to the status of the other
principal condition, the Unitholder Consent Condition. No
Unitholder will be able to determine whether tendered Units
will in fact be accepted, and no Units will be paid for by
the Purchaser, until after June 13, or until a later date
if the Offer is further extended.
2. The Purchaser's letter did not remind the Unitholders of
their withdrawal rights. Although not prominently placed in
the original Offer document, the Offer is subject to
withdrawal rights which are mandatory under the SEC's rules
governing tender offers. As stated on page 39 of the
original Offer, Unitholders have the absolute right
to withdraw any Units previously tendered at any time on or
prior to the Expiration Date. Enclosed with this
notice is a Withdrawal of Tendered Units form which
can be used by any Unitholder who has tendered Units and
wishes to withdraw them.
Legal Actions to Stop the Offer
As the Purchaser disclosed in its letter extending the Offer, a number
of lawsuits have been filed by different Unitholders seeking to enjoin the
Offer, alleging breach of fiduciary duties and seeking damages to the
Unitholders as a result of the Offer. As we noted in our prior notice, our
affiliate, MacKenzie Patterson Special Fund 2, L.P., a Unitholder, is a
plaintiff in one of these actions. We continue to believe these actions have
substantial merit and we intend to prosecute our affiliate's action vigorously.
Valuation of the Units
In our first notice, we stated, in part:
..."While Host engaged American Appraisal Associates, Inc. ("AAA") to
render its
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opinion as to the fairness of the Offer, Host has indicated it did not
review the valuation provided by AAA, nor did Host provide its own
valuation of the units. MPI believes that, as an affiliate of the
General Partner of MHP II, which has a fiduciary duty to the limited
partners, Host should provide its own internal valuation of the units
and disclose its method of valuation. In the absence of such valuation,
Host should render an opinion as to the validity of the valuation
provided by AAA. Host's failure to provide such information puts the
limited partners at a significant disadvantage in evaluating the Offer.
It seems inconceivable that Host, involved in owning, financing and
operating a vast number of hotels, and proposing to invest in excess of
$93 million in purchasing MHP II units, has not performed an analysis
of the value of the underlying hotels, or has no opinion on such
valuation."
By the underlined statement we intended to convey that Host Marriott,
the parent of the bidder and the general partner of the Partnership, has not
provided Unitholders with its analysis of the valuation provided by AAA or
stated whether the values were reasonably accurate, on the one hand, or
inadequate, on the other. In addition, on or about April 23, 1996, C.E.
Patterson, a principal of MacKenzie Patterson, Inc., had a telephone
conversation with Bruce Stemerman and Christopher Nassetta, the presidents of
the general partner and the Purchaser, respectively, in which he sought to raise
several substantive objections to the AAA appraisal. Mssrs. Stemerman and
Nassetta advised Mr. Patterson that they had no comment on the AAA appraisal and
disclaimed any substantive analysis of the appraisal. They also advised Mr.
Patterson to address any comments on the appraisal directly to AAA. Mr.
Patterson then sent AAA detailed written comments questioning specific
assumptions and conclusions included in the appraisal, some of which were
summarized briefly in our prior notice. When Mr. Patterson contacted AAA to
discuss his comments, AAA responded that it would not address questions
concerning its appraisal unless and until instructed to do so by Marriott. To
date, no further response has been received by Mr. Patterson from AAA or
Marriott concerning his objections to the appraisal.
Withdrawal of Units
Any Unitholder who has tendered Units to the Purchaser can withdraw
tendered Units at any time on or prior to the Expiration Date (currently June
13, 1996) by sending the Depositary, GEMISYS, Inc., written notice of withdrawal
(which may be by telegraphic or facsimile transmission as well as by mail)
stating the name of the tendering Unitholder, the number of Units to be
withdrawn, and the name of the registered Unitholder if different from the
tendering Unitholder. The attached Withdrawal of Tendered Units form may be used
for this purpose and the address and telephone numbers of the Depositary are
included on the form for your convenience. For further information on withdrawal
of tendered units, Marriott MHP Two Corporation Investor Relations can be
reached at (301) 380-2070.
May 17, 1996 MACKENZIE PATTERSON, INC.
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NOTICE OF WITHDRAWAL
OF
UNITS OF LIMITED PARTNERSHIP INTEREST
OF
MARRIOTT HOTEL PROPERTIES II LIMITED PARTNERSHIP
Previously Tendered Pursuant To The Offer By
MHP II ACQUISITION CORP.
THE WITHDRAWAL DEADLINE IS 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON JUNE 13, 1996, UNLESS EXTENDED
TO: GEMYSIS, INC.
Attention: Proxy Department
7103 South Revere Parkway
Englewood, Colorado 80112-9523
By Facsimile:
1-303-705-6171
Confirm facsimile by telephone:
1-800-955-9033
Gentlemen:
The following holder of Units of Limited Partnership Interest of
Marriott Hotel Properties II Limited Partnership (the "Units"), that have
previously been tendered pursuant to the offer by MHP II Acquisition Corp. are
hereby withdrawn. Please return the tendered Units and all rights with respect
thereto promptly to the undersigned. A failure to complete the Section "Number
of Units Tendered" shall be deemed to indicate the intent of the undersigned
that all Units previously tendered to MHP II Acquisition Corp. are hereby
withdrawn.
DESCRIPTION OF UNIT(S) WITHDRAWN AND SIGNATURES OF UNITHOLDERS
All registered Unitholder(s) must sign exactly as name(s) appear(s) on the
address label. See Instruction 3.
-------------------------------------------------
(Print Name(s))
-------------------------------------------------
Number of
Units Tendered:
-------------------------
_______________________________________ Dated: ____________________
(Signature(s))
_______________________________________ Dated: ____________________
If signing as a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting in a fiduciary
or representative capacity, please provide the following information and see
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Instruction 3.
Name(s) and Capacity: ________________________________________________________
Address: _____________________________________________________________________
City, State: ___________________________________ Zip Code: _________________
Area Code and Tel. No.: ______________________________________________________
INSTRUCTIONS
1. Delivery of Notice of Withdrawal. The Notice of Withdrawal (attached as the
opposite page) should be completed, executed, detached and sent by facsimile
transmission (or mail) to GEMYSIS, Inc. at the facsimile number set forth on the
Notice of Withdrawal and must be received by GEMYSIS prior to 12:00 midnight,
New York City time, on June 13, 1996, or such date to which the Offer may be
extended. Receipt of the facsimile transmission of the Notice of Withdrawal by
GEMYSIS should be confirmed by telephone at the number set forth on the Notice
of Withdrawal.
2. Inadequate Space. If any space provided in the Notice of Withdrawal is
inadequate, all such additional information should be listed on a separate
schedule and attached as part of the Notice of Withdrawal.
3. Signature on Notice of Withdrawal. The Notice of Withdrawal must be signed by
the person(s) who signed the Letter of Transmittal related to the Offer, in the
same manner as such Letter of Transmittal was signed. The signatures must
correspond exactly with the name(s) as printed on the address label representing
such Units without alteration, enlargement or any change whatsoever. If any
Units tendered pursuant to the Offer are registered in the names of two or more
joint holders, all such holders must sign the Notice of Withdrawal. If the
Notice of Withdrawal is signed by any trustee, executor, administrator,
guardian, attorney-in-fact, officer of a corporation, or others acting in a
fiduciary capacity, such persons should so indicate when signing and must submit
proper evidence satisfactory to GEMYSIS of their authority to act.
4. Guarantee of Signatures. No signature guarantee on this Notice of
Withdrawal is required if this Notice of Withdrawal is signed by the registered
Unitholder(s). In all other cases, all signatures on this Notice of Withdrawal
should be guaranteed by a member of a registered national securities exchange or
of the National Association of Securities Dealers, Inc. or by a commercial bank,
savings bank, or trust company having an office or correspondent in the United
States. See Instruction 3.
IMPORTANT: THIS NOTICE OF WITHDRAWAL MUST BE RECEIVED BY GEMYSIS PRIOR TO 12:00
MIDNIGHT, JUNE 13, 1996, OR SUCH DATE TO WHICH THE OFFER MAY BE EXTENDED.
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