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): June 12, 1998
MARRIOTT HOTEL PROPERTIES II LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
Delaware 0-28222 52-1990352
(State or other (Commission File Number) (I.R.S.Employer
jurisdiction of Identification No.)
incorporation or
organization)
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 June 12, 1998, September 9, 1998 and December 3, 1998, the General Partner
sent to the Limited Partners of the Partnership a letter that accompanied the
Partnership's Quarterly Reports on Form 10-Q. Such letters are being filed as
exhibits 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 that accompanied the Partnership's
Quarterly Report on Form 10-Q for the Quarter Ended March
27, 1998.
99.2 Letter from the General Partner to the Limited Partners of
the Partnership that accompanied the Partnership's
Quarterly Report on Form 10-Q for the Quarter Ended June
19, 1998.
99.3 Letter from the General Partner to the Limited Partners of
the Partnership that accompanied the Partnership's
Quarterly Report on Form 10-Q for the Quarter Ended
September 11, 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 HOTEL PROPERTIES II
LIMITED PARTNERSHIP
By: MARRIOTT MHP TWO CORPORATION
General Partner
December 18, 1998 By: /s/ Earla L. Stowe
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Name: Earla L. Stowe
Title: Vice President and Chief
Accounting Officer
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EXHIBIT INDEX
Exhibit No.: Description:
99.1 Letter from the General Partner to the
Limited Partners of the Partnership
that accompanied the Partnership's
Quarterly Report on Form 10-Q for the
Quarter Ended March 27, 1998.
99.2 Letter from the General Partner to the
Limited Partners of the Partnership that
accompanied the Partnership's Quarterly
Report on Form 10-Q for the Quarter
Ended June 19, 1998.
99.3 Letter from the General Partner to the
Limited Partners of the Partnership
that accompanied the Partnership's
Quarterly Report on Form 10-Q for the
Quarter Ended September 11, 1998.
Exhibit 99.1
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MARRIOTT HOTEL PROPERTIES II LIMITED PARTNERSHIP
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1998 First Quarter Report
Limited Partner Quarterly Update
Presented for your review is the First Quarter 1998 Report for Marriott Hotel
Properties II Limited Partnership. The 1998 First Quarter Form 10-Q immediately
follows this letter and replaces the quarterly report format previously used by
the Partnership. The information presented is essentially the same as the
information given in prior quarters with certain additional items required by
the rules of the Securities and Exchange Commission. Discussion of the
Partnership's performance and individual Hotel operations is included in Item 2,
Management's Discussion and Analysis of Financial Condition and Results of
Operations.
Host Marriott Real Estate Investment Trust
On April 17, 1998, Host Marriott Corporation ("Host Marriott"), parent company
of the General Partner of the Partnership, announced that its Board of Directors
has authorized the company to reorganize its business operations to qualify as a
real estate investment trust ("REIT") to become effective as of January 1, 1999.
As part of the REIT conversion, Host Marriott expects to form a new operating
partnership (the "Operating Partnership") and limited partners in certain Host
Marriott full-service hotel partnerships and joint ventures, including the
Partnership, are expected to be given an opportunity to receive, on a
tax-deferred basis, Operating Partnership units in the new Operating Partnership
in exchange for their current partnership interest. We will keep you informed on
the status of this matter.
Investor Returns
Including the final 1997 distribution made in April 1998 of $9,864 per limited
partner unit, the Partnership distributed $26,621 per limited partner unit from
1997 operating cash flow. This represents a 26.6% annual return on invested
capital. In addition, in May 1998, the Partnership made a cash distribution of
$5,000 per limited partner unit from first quarter 1998 operating cash flow.
Prospectively, the Partnership expects to increase distribution frequency from
its historic bi-annual distributions if operating results and forecasts indicate
it is warranted.
We encourage you to review this report in its entirety. If you have any further
questions regarding your investment, please contact Host Marriott Partnership
Investor Relations at (301) 380-2070.
Exhibit 99.2
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MARRIOTT HOTEL PROPERTIES II LIMITED PARTNERSHIP
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1998 Second Quarter Report
Limited Partner Quarterly Update
Presented for your review is the 1998 Second Quarter Report for the Marriott
Hotel Properties II Limited Partnership. A discussion of the Partnership's
performance and hotel operations is included in the attached Form 10-Q, Item 2,
Management's Discussion and Analysis of Financial Condition and Results of
Operations. As always, we encourage you to read this report in its entirety. If
you have any questions regarding your investment, please contact Host Marriott
Partnership Investor Relations at (301) 380-2070.
Host Marriott Corporation's Conversion to a Real Estate Investment Trust
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 reorganize its business
operations to qualify as a real estate investment trust ("REIT") to become
effective as of January 1, 1999. As part of the REIT conversion, Host Marriott
formed a new operating partnership (the "Operating Partnership"), and limited
partners in certain Host Marriott full-service hotel partnerships and joint
ventures, including the Marriott Hotel Properties II Limited Partnership, are
expected to be given an opportunity to receive, on a tax-deferred basis,
Operating Partnership units in the Operating Partnership in exchange for their
current limited partnership interests. The Operating Partnership units would be
redeemable by the limited partner for freely traded Host Marriott shares (or the
cash equivalent thereof) at any time after one year from the closing of the
merger. In connection with the REIT conversion, the Operating Partnership filed
a Registration Statement on Form S-4 (the "Form S-4") with the Securities and
Exchange Commission (the "SEC") on June 2, 1998. Limited partners will be able
to vote on this Partnership's participation in the merger later this year
through a consent solicitation.
In order to assist you with your financial planning, we are providing you with
the preliminary valuation information on your Partnership units as disclosed in
the Form S-4. The estimated exchange value is $237,334 per Partnership unit (the
"Estimated Exchange Value"). The Estimated Exchange Value is subject to
adjustment to reflect various closing and other adjustments, and the final
valuation information will be set forth in the final Form S-4 you will receive
later this year through a consent solicitation.
The Estimated Exchange Value is being provided to you at this time for
information purposes only. We have not attempted to provide you with all of the
detail relating to the methodologies, variables, assumptions and estimates used
in determining the Estimated Exchange Value. The final valuation likely will
differ from the Estimated Exchange Value set forth above and such difference may
be material. The consent solicitation that will be mailed to you to solicit your
approval of a merger of the Partnership will contain the final valuation for a
Partnership unit as well as a discussion of the methodologies, variables,
assumptions and estimates used.
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The solicitation period is expected to commence in late September, and the
merger, if approved, would close by the end of the year (although there is no
assurance that this will be the case). Please notify the General Partner in
writing of any address changes in order to facilitate the prompt delivery of the
consent solicitation documents to you.
Transfers of Partnership Units
If you wish to effect a transfer of your Partnership units, please contact our
transfer agent, Trust Company of America/Gemisys at 1-800-797-6812 for the
necessary documents. Please note, the General Partner does not charge a fee in
connection with the transfer of Partnership units. In addition to reviewing the
information provided in this report, we encourage you to consult with your
financial and tax advisors when deciding if you should sell or transfer your
Partnership units.
Cash Distributions
In August 1998, the Partnership made a cash distribution of $6,700 per limited
partner unit from second quarter 1998 operating cash flow. Year to date
distributions from 1998 operating cash flow totals $11,700 per limited partner
unit.
Exhibit 99.3
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MARRIOTT HOTEL PROPERTIES II LIMITED PARTNERSHIP
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1998 Third Quarter Report
Limited Partner Quarterly Update
Presented for your review is the 1998 Third Quarter Report for the Marriott
Hotel Properties II Limited Partnership (the "Partnership"). A discussion of the
Partnership's performance and hotel operations is included in the attached Form
10-Q, Item 2, Management's Discussion and Analysis of Financial Condition and
Results of Operations. You are encouraged to read this report in its entirety.
If you have any further questions regarding your investment, please contact Host
Marriott Partnership Investor Relations at (301) 380-2070.
Host Marriott Corporation's Conversion to a Real Estate Investment Trust
As publicly announced in April 1998, Host Marriott Corporation ("Host
Marriott"), the parent company of the General Partner of the Partnership, has
adopted a plan to restructure its business operations so that it will qualify as
a real estate investment trust ("REIT") for federal income tax purposes. As part
of the REIT conversion, Host Marriott proposes to merge into HMC Merger
Corporation (to be renamed "Host Marriott Corporation"), a Maryland corporation
("Host REIT"), and thereafter continue and expand its full-service hotel
ownership business. Host REIT will operate through Host Marriott, L.P., a
Delaware limited partnership (the "Operating Partnership"), of which Host REIT
will be the sole general partner. This is commonly called an "UPREIT" structure
and it is used to facilitate tax-deferred acquisitions of properties.
In previous correspondence, you were notified that you would be asked to vote on
a proposed transaction involving the Merger of this Partnership with the
Operating Partnership. The Prospectus/Consent Solicitation Statement and the
Partnership's Supplement which contain detailed information relating to this
proposal were mailed to all Limited Partners of record as of September 18, 1998.
This is the date set by the General Partner as the record date for determining
Limited Partners entitled to vote on the Merger and the related amendments to
the partnership agreement. The Prospectus/Consent Solicitation Statement and the
Partnership's Supplement should be reviewed as you make your decision to vote.
You also received, among other things, a list of Questions and Answers and
telephone numbers for assistance. We strongly encourage Limited Partners to
consult with their own financial and tax advisors when making their decision on
how to vote and which option to choose.
It is important that your Partnership Units be voted, regardless of the number
of Partnership Units you hold. The solicitation period ends at 5:00 p.m.,
Eastern time, on December 12, 1998, unless extended. If you have not yet
received the Prospectus/Consent Solicitation Statement or if you or your
advisors have any questions regarding the Merger, please contact the Information
Agent at 1-800-733-8481 extension 445.
Cash Distributions
On November 13, 1998, the Partnership made a cash distribution of $5,600 per
limited partner unit from third quarter 1998 operating cash flow. Year-to-date
distributions from 1998 operating cash flow total $17,300 per limited partner
unit.
We expect to make a final cash distribution from 1998 operations in April 1999.
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Estimated 1998 Tax Information
Based on current projections, taxable income estimated at $31,300 will be
allocated to each limited partner unit for the year ending December 31, 1998.
The 1998 tax information, used for preparing your Federal and state income tax
returns, will be mailed no later than March 15, 1999. To ensure confidentiality,
we regret that we are unable to furnish your tax information over the telephone.
Unless otherwise instructed, we will mail your tax information to your address
as it appears on this report. Therefore, to avoid delays in delivery of this
important information, please notify the Partnership in writing of any address
changes by January 31, 1999.
