SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities and Exchange Act of 1934
Filed by the Registrant
Filed by a Party other than the Registrant X
Check the appropriate box:
X Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
MARRIOTT HOTELS PROPERTIES II LIMITED PARTNERSHIP
(Name of Registrant as Specified In Its Charter)
MACKENZIE PATTERSON SPECIAL FUND 2, L.P.
(Name of Person(s) Filing Proxy Statement
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
X $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A $500 per each party to the
controversy pursuant to Exchange Act Rules 14a-6(i)(3) Fee computed on table
below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction
applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
Fee paid previously with preliminary materials.
Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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PRELIMINARY COPIES
INFORMATION STATEMENT
SOLICITATION OF ACTION REQUESTING
A MEETING OF LIMITED PARTNERS OF
MARRIOTT HOTEL PROPERTIES II LIMITED PARTNERSHIP
TO THE LIMITED PARTNERS OF
MARRIOTT HOTEL PROPERTIES II LIMITED PARTNERSHIP (the
"Partnership"):
PROPOSED PARTNERSHIP MEETING
By letter dated May 28, 1996 the ("Notice"), MacKenzie Patterson
Special Fund 2, L.P. ("MPSF2") and its general partner, MacKenzie Patterson,
Inc. ("MPI") circulated a form of request for meeting to call a meeting of the
Limited Partners to urge the Partnership's General Partner, Marriott MHP Two
Corporation (the "General Partner"), to consider a liquidation strategy
consistent with the investor protections it provided in the Partnership
Agreement. Within a week of circulating this request, we received executed forms
requesting such a meeting from holders of in excess of 10% of the outstanding
Units of limited partnership interest in the Partnership ("Units"), the
threshold for calling a meeting. We determined, however, based on the ability of
the General Partner to delay a meeting under the terms of the Partnership
Agreement and the current limitations on the Limited Partners ability to take
effective action, that a meeting of Limited Partners may not be as effective as
other courses of action. We therefore have not forwarded the requests for
meeting to the General Partner, though Limited Partners are free to take any
action they deem appropriate. The requests we have received will be deemed void
and without effect. We have no current plan to solicit the Limited Partners
absent some change in circumstances which makes a meeting of Limited Partners or
action by written consent feasible.
NOTWITHSTANDING THIS INFORMATION STATEMENT, WE ARE NOT
REQUESTING ANY ACTION BY LIMITED PARTNERS AT
THIS TIME.
REQUEST FOR MEETING
MPSF2 and MPI believe that their action in circulating the form for
requesting a meeting at which no binding action could be taken by the
Partnership's security holders is exempt from the SEC's proxy solicitation rules
pursuant to Rule 14a-2(b)(1) under
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the Securities Exchange Act of 1934, as we have no interest in the proposal
other than our pro rata interest as a security holder and we have not sought,
directly or indirectly, the power to act as proxy and have not furnished or
requested a form of revocation, abstention, consent or authorization. The Staff
of the Securities and Exchange Commission has expressed its opinion, however,
that the circulation of a form requesting a meeting of limited partners
constitutes a proxy solicitation and has requested that we file materials
concerning the request as proxy materials. This Information Statement
constitutes such filed proxy materials.
The Request for Meeting form was circulated by MPSF2 and MPI. Mr. C.E.
Patterson is a controlling person of each of MPI and MPSF2. The principal
business address of MPSF2, MPI and Mr. Patterson is located at 1640 School
Street, Suite 100, Moraga, California 94556. MPSF2 and MPI and their affiliates
own or have rights to acquire approximately 2.7% of the outstanding Units. All
such Units were purchased in separate, arm's length transactions on the
secondary market from individual Unit holders. MPSF2 and MPI do not currently
intend to acquire additional Units and are not seeking to compete with the
tender offer by the General Partner's affiliate. Any benefits derived by MPSF2
and MPI from the actions advocated hereby will be the same benefits derived pro
rata by all other Unit holders.
With the Notice, we circulated a form by which the Limited Partners
could request a meeting of the Limited Partners. The Partnership Agreement
provides, in Section 10.01.A., that "meetings of the Limited Partners for any
purpose...shall be called by the General Partner upon receipt of a request in
writing signed by holders of 10% or more of the Units held by Limited Partners."
The purpose of the meeting would have been to discuss amendments to the Limited
Partnership Agreement which would (i) establish a more certain liquidation
policy and procedure for the Partnership, and (ii) provide more standard Limited
Partner democracy rights, and to petition the General Partner to consent to, and
solicit a Limited Partner consent, to such amendments.
We intended to submit a proposal at the meeting that the General
Partner adopt a specific liquidation strategy for the Partnership involving one
or more of the following: (i) a schedule for liquidation of the Partnership
within the next three years, subject to the General Partner's discretion to
protect the interests of the Limited Partners in the Partnership assets, (ii)
the sale of Partnership properties to affiliates of the General Partner in
accordance with the terms provided in the Partnership Agreement, or (iii)
providing a liquidity option for sale of Units to the General Partner or its
affiliates in a manner similar to the present tender offer, but with a purchase
price established as a net asset value for the Units based on the procedures for
purchase of Partnership assets by the General Partner or its affiliates. After
appropriate discussion, the General Partner would have been
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asked to formulate such a strategy within 30 days and submit it to the Limited
Partners for approval by subsequent written consent.
Currently, the Partnership Agreement does not provide the Limited
Partners specific rights to vote on and approve such basic matters as amendments
to the Partnership Agreement or liquidation of the Partnership without the
consent of the General Partner, except under limited circumstances involving
breach, wrongdoing or dereliction of duty by the General Partner. Although the
Partnership is now a "public company" by virtue of its recent registration under
the Securities Exchange Act of 1934, it was not publicly offered originally. If
it had been a public offering originally, it would have been required to comply
with standard investor protection provisions imposed by state securities
administrators, including the right to vote, without the General Partner's
consent, to amend the Partnership Agreement, remove the General Partner or
liquidate the Partnership, in each case without having to show "cause" in the
form of General Partner malfeasance or failure to perform. We would propose that
these investor protection provisions applicable to public partnerships should be
enacted by the General Partner and Limited Partners for the Partnership.
Upon receipt of the requisite number of requests for a Limited Partners
meeting, we intended to submit the requests to the General Partner in order to
set the date for the meeting. As noted above, we have determined that such a
course of action would not be effective absent some change in circumstances. If
the Limited Partners' petitions had been successful, the General Partner would
have been asked to circulate proposed amendments to the Partnership Agreement
for approval by the Limited Partners. If the requisite number of requests had
not been received, no action would have been taken pursuant to the Request for
Meeting.
PROCEDURAL MATTERS
The date, time and place of the meeting would have been determined by
the General Partner in its discretion according to the terms of the Partnership
Agreement. The Request for Meeting would have been revocable by any written
communication addressed to the General Partner, properly executed by the Limited
Partner executing the Request and delivered to the General Partner prior to the
notice of the meeting. No persons have been engaged to make any solicitation.
The solicitation was made only by mail. All costs of the solicitation have been
and will be borne by MPSF2. A total of 745 Units were issued and outstanding as
of April 18, 1996, held by approximately 879 Unit holders. Each Unit is entitled
to one vote on matters subject to Limited Partner voting. MPSF2 and MPI have no
knowledge of the security ownership by the General Partner, its affiliates,
those deemed the equivalent of executive officers or directors of the
Partnership, or persons who may own 5% or more of the outstanding Units. Units
held by holders
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voting against the Request for Meeting and abstentions would not be counted as
Units requesting a meeting.
June 13, 1996 MACKENZIE PATTERSON SPECIAL FUND 2, L.P.
MACKENZIE PATTERSON, INC.
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NOTE: THIS FORM IS PROVIDED FOR INFORMATION PURPOSES ONLY AND IS
NOT INTENDED TO BE USED BY LIMITED PARTNERS FOR ANY OTHER
PURPOSE
PRELIMINARY COPIES
REQUEST FOR MEETING
THIS FORM IS CIRCULATED BY MACKENZIE PATTERSON SPECIAL FUND 2, L.P. AND
MACKENZIE PATTERSON, INC.
The undersigned is the holder of the number of Units of Limited
Partnership Interest in Marriott Hotel Properties II Limited Partnership (the
"Partnership") set forth beside my signature. Pursuant to Section 10.01.A. of
the Partnership's Amended and Restated Agreement of Limited Partnership, I
hereby request that the General Partner of the Partnership call a meeting of
Limited Partners upon receipt of this request signed by holders of at least 10%
of the outstanding Units. We request that this meeting be held as soon as
practicable in compliance with the provisions of Section 10.01.
The purpose of the meeting will be to discuss amendments to the Limited
Partnership Agreement which would
1. Adopt a specific liquidation strategy for the Partnership involving
one or more of the following: (a) a schedule for liquidation of the
Partnership within the next three years, subject to the General
Partner's discretion to protect the interests of the Limited Partners
in the Partnership assets, (b) the sale of Partnership properties to
affiliates of the General Partner in accordance with the terms
provided in the Partnership Agreement, as outlined above, or (c)
providing a liquidity option for sale of Units to the General Partner
or its affiliates in a manner similar to the present tender offer, but
with a purchase price established as a net asset value for the Units
based on the procedures for purchase of Partnership assets by the
General Partner or its affiliates; and
2. Provide Limited Partners holding a majority of the outstanding Units
the right to vote, without the General Partner's consent, to amend the
Partnership Agreement, remove the General Partner or liquidate the
Partnership, in each case without having to show "cause".
After appropriate discussion, the General Partner will be asked to
formulate a liquidation strategy and appropriate Limited Partner democracy
rights within 30 days and submit the proposed amendments to the Limited Partners
for approval by subsequent written consent. On the proposal to call a meeting of
the Limited Partners, the undersigned Limited Partner votes as follows:
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FOR [ ] AGAINST [ ] ABSTAIN [ ]
A vote "FOR" the proposal shall be deemed a request on behalf of all of the
Units held by the undersigned Limited Partner that such a meeting be called. If
the Limited Partner votes "AGAINST" or to "ABSTAIN", the Limited Partner has
declined to make such a request.
All registered Unitholder(s) must sign exactly as name(s) appear(s) on the
address label.
- -------------------------------------------------
(Print Name(s))
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_________________________________________________ Dated: _______________
(Signature(s))
_________________________________________________ Dated: _______________
WHEN COMPLETED AND EXECUTED, SEND BY FAX TO 510-631-9119
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