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): October 1, 1998 MARRIOTT RESIDENCE INN II LIMITED PARTNERSHIP (Exact name of registrant as specified in its charter) Delaware 033-24935 52-1605434 (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation or organization) Identification No.) 10400 Fernwood Road, Bethesda, MD 20817-1109 (Address of principal executive office) (Zip Code) Registrant's telephone number, including area code: 301-380-2070 ================================================================================ ITEM 5. OTHER EVENTS On October 1, 1998, the General Partner sent to the Limited Partners of the Partnership a letter to inform them that the proposed Consolidation to form a new REIT focused on limited service hotels is no longer being pursued. In addition, the letter informs the Limited Partners that, to date, there have been no acceptable offers from third parties to purchase the Partnership's hotels. Such a 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 October 1, 1998. 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 RESIDENCE INN II LIMITED PARTNERSHIP By: MARRIOTT RIBM TWO CORPORATION General Partner October 9, 1998 By: /s/ Earla L. Stowe ------------------ Name: Earla L. Stowe Title: Vice President and Chief Accounting Officer