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): December 03, 1998
MARRIOTT DIVERSIFIED AMERICAN HOTELS, L.P.
(Exact name of registrant as specified in its charter)
Delaware 0-24463 52-1646207
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
10400 Fernwood Road, Bethesda, MD 20817
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: 301-380-2070
3
ITEM 5. OTHER EVENTS
On December 03, 1998, the General Partner sent to the Limited Partners of the
Partnership a letter that accompanied the Partnership's Quarterly Report on Form
10-Q. Such 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) Exhibit
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
September 11, 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 DIVERSIFIED AMERICAN
HOTELS, L.P.
By: MARRIOTT MDAH ONE CORPORATION
General Partner
December 10, 1998 By: /s/ Earla L. Stowe
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Name: Earla L. Stowe
Title: Vice President and
Chief Accounting Officer
EXHIBIT INDEX
Exhibit No.: Description:
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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 September 11, 1998.
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MARRIOTT DIVERSIFIED
AMERICAN HOTELS, L.P.
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1998 THIRD QUARTER REPORT
LIMITED PARTNER QUARTERLY UPDATE
Presented for your review is the 1998 Third Quarter Report for Marriott
Diversified American Hotels, L.P. (the "Partnership"). As previously reported to
you, the Partnership files a Form 10-Q with the Securities and Exchange
Commission ("SEC") each quarter. The third quarter 1998 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 years with certain additional items required by the
rules of the SEC. As in the past, we encourage you to review the information
contained in this report, especially Item 2, Management's Discussion and
Analysis of Financial Condition and Results of Operations. 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.
Estimated 1998 Tax Information
Based on current projections, estimated taxable income for 1998 of $1,700 will
be allocated to each limited partner unit. Those limited partners who elected to
exclude their share of cancellation of indebtedness income from their 1993
taxable income and reduce their basis in their portion of the Partnership's
depreciable real property instead, are required to adjust their reported tax
income each year to take into account the required adjustment to the basis of
their depreciable real property and the cancellation of indebtedness income
adjustment. For 1998, the required adjustment amounts are $400 and $3,000,
respectively. Electing limited partners should add these amounts to the stated
per unit income amount, thereby increasing the estimated reportable income to
$5,100 for 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.