Exhibit (a)(6)
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell Units (as defined below). The Purchase Offer (as defined below) is
made solely by the Purchase Offer and Consent Solicitation, dated May __,
2000, and the related Proof of Claim, Assignment and Release and any
amendments or supplements thereto, and is being made to all holders of
Units (other than the general partner of the Partnership (as defined
below). The Purchase Offer is not being made to (nor will tenders be
accepted from or on behalf of) holders of Units in any jurisdiction in
which the making of the Purchase Offer or the acceptance thereof would not
be in compliance with the laws of such jurisdiction.
Notice of Offer to Purchase for Cash
All Outstanding Units of Limited Partnership Interest
in
COURTYARD BY MARRIOTT II LIMITED PARTNERSHIP
at
$147,959 Per Unit
(or a Net Amount per Unit of Approximately
$119,000 after Payment of Court-Awarded Attorneys' Fees)
by
CBM II HOLDINGS LLC,
a wholly owned indirect subsidiary of CBM JOINT VENTURE LLC, a joint venture
between
MI CBM INVESTOR LLC
(a wholly owned indirect subsidiary of
MARRIOTT INTERNATIONAL, INC.)
and
ROCKLEDGE HOTEL PROPERTIES, INC.
(through wholly owned subsidiaries)
CBM II Holdings LLC, a Delaware limited liability company (the "Purchaser")
and an indirect, wholly owned subsidiary of CBM Joint Venture LLC (the "Joint
Venture"), a joint venture between MI CBM Investor LLC, a wholly owned indirect
subsidiary of Marriott International, Inc. ("Marriott International"), and
Rockledge Hotel Properties, Inc. ("Rockledge") (through wholly owned
subsidiaries), is offering to purchase all outstanding units (the "Units") of
limited partnership interest in Courtyard by Marriott II Limited Partnership, a
Delaware limited partnership (the "Partnership") (other than Units owned by the
general partner of the Partnership), at $147,959 per Unit (or a pro rata portion
thereof) in cash, upon the terms and subject to the conditions set forth in the
Purch ase Offer and Consent Solicitation dated June ____, 2000 and the related
Proof of Claim, Assignment and Release (which, together with any amendments or
supplements thereto, collectively constitute the "Purchase Offer"). If the Court
(as defined below) approves legal fees and expenses of approximately $29,000 per
Unit to counsel to the class action plaintiffs in the Milkes Litigation (as
defined below), the net amount that each holder that is a class member will
receive is approximately $119,000 per Unit (or a pro rata portion thereof) (the
"Net Settlement Amount"). The Net Settlement Amount to be received by any holder
in the Purchase Offer or the Merger (as defined below) will be reduced by any
amount owed by the holder on the original purchase price of such Unit. Tendering
Unitholders who have Units registered in their name and who tender directly to
GEMISYS Corporation, which has been retained by counsel to the class action
plaintiffs in the Milkes Litigation ("Class Counsel") to act as the claims
administrator (the "Claims Administrator") will not be charged brokerage fees or
commissions or, subject to Instruction 5 of the Proof of Claim, Assignment and
Release (the "Proof of Claim"), stock transfer taxes on the purchase of Units by
the Purchaser pursuant to the Purchase Offer.
THE PURCHASE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON ___________, 2000, UNLESS THE PURCHASE OFFER IS EXTENDED (AS SO
EXTENDED, THE "EXPIRATION DATE").
The Purchase Offer is being made pursuant to the terms of a settlement
agreement, dated March 9, 2000 (the "Settlement Agreement") relating to the
settlement (the "Settlement") of a class action lawsuit brought against the
predecessor-in-interest to the Partnership's general partner (the "General
Partner"), Marriott International, Host Marriott Corporation as the predecessor-
in-interest to a Maryland corporation of the same name ("Host Marriott"),
various related
entities and others, in the 285th Judicial District Court (the "Court") of Bexar
County, Texas (the "Milkes Litigation"). The Settlement also relates to lawsuits
(such suits, together with the Milkes Litigation, the "Litigation") filed with
respect to six other limited partnerships, including Courtyard by Marriott
Limited Partnership (collectively, the "Marriott Partnerships").
In addition to the Purchase Offer, the terms of the Settlement Agreement
provide for the merger of a subsidiary of the Purchaser into the Partnership
(the "Merger") pursuant to an agreement and plan of merger (the "Merger
Agreement") immediately following the consummation of the Purchase Offer. In the
Merger, each outstanding Unit that has not been tendered in the Purchase Offer
(other than Units owned by the General Partner, the Purchaser or Unitholders who
have elected to opt-out of the Settlement) will be converted into the right to
receive $147,959 per Unit (or a pro rata portion thereof) in cash. If the Court
approves legal fees and expenses of approximately $29,000 per Unit to Class
Counsel in the Milkes Litigation, the net amount that each holder that is a
class member will receive is approximately $119,000 per Unit (or a pro rata
portion thereof). In addition, each outstanding Unit held by a holder who has
elected to opt-out of the Settlement will be converted in the Merger into the
right to receive a cash amount equal to the appraised value of such unit (or a
pro rata portion thereof), as determined in accordance with the appraisal
provisions of the Merger Agreement and the Settlement Agreement. The appraised
value of Units will not include any amount representing the value of the
settlement of the claims asserted in the Milkes Litigation. The amount to be
received by any Unitholder in the Merger will be reduced by any amount owed by
the holder on the original purchase price of his or her Units.
In connection with the Purchase Offer and the Merger, the General Partner
will solicit the written consents of the Partnership's limited partners to the
Merger and to amendments to the Partnership's partnership agreement as more
fully described in the Purchase Offer and Consent Solicitation (the
"Amendments"), which are intended to clarify that the terms of the Settlement
(including the Purchase Offer and the Merger) are consistent with the provisions
of the partnership agreement and to facilitate the consummation of the Purchase
Offer and the Merger.
The Court will determine the fairness of the Settlement and the dismissal
of the Litigation (including the terms and conditions of the Purchase Offer and
the Merger) at a final approval hearing to be held at August 28, 2000.
Unitholders who have not opted-out of the Settlement and who have timely filed
the proper documents with the Court have the right to appear at the hearing if
they follow the procedures set forth in the Notice of Pendency and Settlement of
Class and Derivative Action related to Courtyard by Marriott II Limited
Partnership (the "Notice") that will be sent by Class Counsel to all
Unitholders.
The consummation of the Purchase Offer and the Merger are conditioned upon
(1) the order of the Court approving the terms of the Settlement and the
dismissal of the Litigation having become final (other than by reason of an
appeal relating solely to counsel fees and expenses), (2) not more than ten
percent of the units of limited partnership interests in each of the Partnership
and each of the other six Marriott Partnerships (other than units held by
persons named as insiders (the "Insiders") in the Settlement Agreement) being
held by holders who have elected to opt-out of the Settlement, and (3) holders
of a majority of the outstanding units of limited partnership interest in each
of the Partnership and Courtyard by Marriott Limited Partnership (other than the
general partners of these partnerships and their affiliates) having submitted
valid written consents to each partnership's merger and amendments to each
partnership's partnership agreement. The condition set forth in (2) above is
for the sole benefit of the Purchaser and may be asserted by the Purchaser
regardless of the circumstances giving rise to these conditions and may be
waived by the Purchaser in writing, in whole or in part, at any time and from
time to time, in its sole discretion.
The Purchase Offer is not conditioned upon the Purchaser, Marriott
International or Rockledge obtaining financing.
An independent Special Litigation Committee appointed for the Partnership
by the General Partner has determined that the terms of the Settlement (1) are
fair and reasonable to the Partnership (which the Special Litigation Committee
considers, as a practical matter, to have an identity of interest with the
limited partners with respect to the derivative claims in the Milkes Litigation)
and (2) include a fair and reasonable settlement of any and all derivative
claims, express or implied, made on behalf of the Partnership in the Milkes
Litigation. Class Counsel recommends that its clients approve the Settlement by
tendering their Units in the Purchase Offer and consenting to the Merger and the
Amendments.
Unitholders who do not wish to participate in the Settlement may exclude
themselves from the settlement class by submitting to the Claims Administrator
no later than the Expiration Date a written request to be excluded (an "Opt-Out
Notice"). The Opt-Out Notice must be received by the Claims Administrator on or
prior to the Expiration Date and must set forth: (1) the name of the case
(Milkes), (2) the Unitholder's name, address and telephone number, social
security number or taxpayer identification number, (3) the number of Units held
by the Unitholder, (4) the date on which the Unitholder purchased the Units, (5)
the name of the Partnership (Courtyard by Marriott II Limited Partnership), (6)
a statement that the Unitholder is requesting to be excluded from the settlement
class, and (7) the Unitholder's signature. Unitholders who do not timely and
validly submit an Opt-Out Notice will be bound by all orders and judgments
entered in the Milkes Litigation.
Upon the terms and subject to the conditions of the Purchase Offer, payment
for the Units (other than Units held by holders who have opted-out of the
Settlement) will be made by deposit of the consideration therefor with the
Escrow Agent. Upon deposit of the settlement funds with respect to the Milkes
Litigation with the Escrow Agent for the purpose of making payment to validly
tendering Unitholders, the Purchaser's obligation to make such payment shall be
satisfied and such tendering Unitholders must thereafter look solely to Class
Counsel and the Escrow Agent for payment of the amounts owed to them by reason
of acceptance for payment of Units pursuant to the Purchase Offer or the Merger.
The Defendants
in the Litigation have no responsibility for or liability whatsoever with
respect to the investment or distribution of the settlement funds, the
determination, administration, calculation or payment of claims, or any losses
incurred in connection therewith, or with the formulation or implementation of
the plan of allocation of the settlement funds, or the giving of any notice with
respect to same.
Pursuant to the terms of the Settlement Agreement, the Escrow Agent will be
authorized to distribute the Net Settlement Amount for each Unit held by limited
partners who validly tendered their Units within seven business days after the
date on which the judgment order becomes final (such date, the "Effective
Date"). In all cases, payment for Units accepted for payment pursuant to the
Purchase Offer will be made only after receipt by the Claims Administrator of a
properly completed and duly executed Proof of Claim (or facsimile thereof) with
any other documents required by the Proof of Claim on or prior to the Expiration
Date. If a class action plaintiff has not submitted a valid Proof of Claim to
the Claims Administrator within 90 days following the Effective Date and such
plaintiff has not opted-out of the Settlement, Class Counsel will execute a
Proof of Claim on behalf of that limited partner. The execution of the Proof of
Claim by Class Counsel on behalf of a limited partner will entitle the limited
partner to receive the Net Settlement Amount for each Unit held by such limited
partner and release, on behalf of such limited partner, all claims that are
released, settled and discharged as part of the Settlement as provided in the
Proof of Claim. The Net Settlement Amount to be received by any holder of Units
will be reduced by any amount owed by the holder on the original purchase price
of such Units.
The term "Expiration Date" means 12:00 midnight, New York City time, on
[weekday], _______ __, 2000, unless and until the Purchaser, in its sole
discretion, shall have extended the period of time during which the Purchase
Offer is open, in which event the term "Expiration Date" shall mean the latest
time and date at which the Purchase Offer, as so extended by the Purchaser,
shall expire. Subject to applicable rules and regulations of the SEC and the
provisions of the Settlement Agreement and any applicable Court order, the
Purchaser reserves the right, at any time or from time to time, to (a) terminate
the Purchase Offer and not accept for payment any Units, (b) delay acceptance
for payment or, regardless of whether such Units were theretofore accepted for
payment, payment for, any Units and not pay for any Units not theretofore
accepted for payment or paid for, until the order of the Court approving the
Settlement has become final, (c) waive any unsatisfied condition (if it is
waivable) to its obligation to acquire Units pursuant to the Purchase Offer, (d)
extend the period of time during which the Purchase Offer is open, or (e)
otherwise amend the Purchase Offer. Any extension, delay in payment,
termination, waiver of conditions, or material amendment to the terms of the
Purchase Offer will be followed as promptly as practicable by a public
announcement thereof, and such announcement in the case of an extension will be
made no later than 9:00 a.m., New York City time, on the next business day after
the previously scheduled Expiration Date. During any such extension, all Units
previously tendered and not withdrawn will remain subject to the Purchase Offer
and subject to the right of a tendering Unitholder to withdraw such Units.
If the Purchaser makes a material change in the terms of the Purchase Offer
or the information concerning the Purchase Offer, or waives a material condition
of the Purchase Offer, the Purchaser will extend the Purchase Offer and
disseminate additional tender offer materials to the extent required by Rules
14d-4(d), 14d-6(c) and 14e-1 under the Securities Exchange Act of 1934 (the
"Exchange Act"). If, by the Expiration Date, the conditions to the Purchase
Offer set forth above have not been satisfied, the Purchaser may, in its sole
discretion, elect to (a) extend the Purchase Offer and, subject to applicable
withdrawal rights, retain all tendered Units until the expiration of the
Purchase Offer, as extended, subject to the terms of the Purchase Offer, (b)
waive the unsatisfied condition (if it is waivable) and not extend the Purchase
Offer or (c) terminate the Purchase Offer and return all tendered Units to
tendering Unitholders and be relieved from any obligations under the Settlement
Agreement. If an order of an appropriate court denying approval of the
Settlement becomes final after all applicable appeals have been exhausted or if
the parties to the Settlement Agreement decide to terminate the Settlement as to
the Partnership, the Purchase Offer will terminate and all tendered Units will
be returned to the tendering Unitholders as soon as practicable.
The Purchaser does not currently intend to make available a "subsequent
offering period" as provided for in Rule 14d-11 of the Exchange Act.
The Purchaser and the Escrow Agent expressly reserve the right to delay the
acceptance for payment of, or payment for, Units in order to comply in whole or
in part with any applicable law and the terms of the Settlement Agreement and
any applicable court order. For purposes of the Purchase Offer, the Purchaser
will be deemed to have accepted for payment (and thereby purchased) Units
validly tendered and not withdrawn as, if and when the Purchaser gives oral or
written notice to the Claims Administrator that the "Effective Date" under the
Settlement Agreement has occurred.
Units tendered pursuant to the Purchase Offer may be withdrawn at any time
on or prior to the Expiration Date and, unless theretofore accepted for payment
by the Purchaser pursuant to the Purchaser Offer, may also be withdrawn at any
time after _______, 2000. Units will be returned promptly at such time as it is
finally determined that the conditions for consummation of the Purchase Offer
and the Merger will not be satisfied (or waived, if waivable). In order for a
withdrawal to be effective, a written, telegraphic or facsimile transmission
notice of withdrawal must be timely received by the Claims Administrator at its
address set forth below. Any such notice of withdrawal must specify the name of
the person who tendered the Units to be withdrawn, the number of Units to be
withdrawn, and the name of the registered holder of the Units to be withdrawn,
if different from that of the tendering Unitholder. Written consents submitted
prior to the Expiration Date will became irrevocable after the Expiration Date
and will not expire until the conditions for consummation of the Purchase Offer
are satisfied (or waived, if waivable) or until such time as it is finally
determined that such conditions will not be satisfied or waived. The Purchaser
reserves the right to extend the period of time during which the Purchase Offer
is open and thereby delay acceptance for payment of any tendered Units. No
payment will be made in respect of tendered Units until the Court order
approving the Settlement has become final. During this time, you will not be
able to revoke your consent to the Merger and the Amendments.
All questions as to the form and validity (including the timeliness of
receipt) of any notice of withdrawal will be determined by the Court. Neither
the Purchaser, the Joint Venture, Marriott International, MI Investor,
Rockledge, any of their affiliates, the Claims Administrator nor any other
person will be under any duty to give notification of any defects or
irregularities in any notice of withdrawal or incur any liability for failing to
give any such notification.
If the Purchase Offer and the Merger occur, the receipt of cash by you
under the terms of the Settlement Agreement will constitute a taxable
transaction. You will recognize taxable gain to the extent that the amount that
you are deemed to receive exceeds your tax basis in your Units. The amount that
you will be deemed to receive will be the sum of the cash amount received by you
(which will be deemed to include any amount owed by you on the original purchase
price of your Units) plus your share of the Partnership's nonrecourse
liabilities (and, if you do not affirmatively "opt-out" of the settlement may
also include all or a part of your portion of the legal fees paid to Class
Counsel). If you do not affirmatively "opt-out" of the Settlement, a portion of
the amount that you are deemed to receive in the Settlement very likely will be
considered to be attributable to the settlement of the claims asserted in the
Litigation, all or a portion of which may be taxed at the ordinary income tax
rate applicable to you. The remaining portion of your taxable gain will be taxed
at applicable capital gain tax rates (including the 25% rate applicable to your
share of the "unrecaptured Section 1250 gain" of the Partnership).
The information required to be disclosed by paragraph (d)(1) of Rule 14d-6
of the General Rules and Regulations under the Exchange Act is contained in the
Purchase Offer and is incorporated herein by reference.
The Purchase Offer and the Notice contain important information which
should be read carefully and in their entirety before any decision is made with
respect to the Purchase Offer.
Questions and requests for assistance relating to the completion of the
Proof of Claim may be directed to the Claims Administrator at its address and
telephone number provided below. Additional copies of the Purchase Offer, the
Notice and related materials may also be obtained from the Claims Administrator,
and will be furnished promptly at the Purchaser's expense. Any questions
regarding the terms of the Settlement should be addressed to David Berg or Jim
Moriarty, counsel to the class action plaintiffs. Mr. Berg's telephone number is
(713) 529-5622 and Mr. Moriarty's telephone number is (713) 528-0700. The
Purchaser will not pay any fees or commissions to any broker or dealer or any
other person (other than the Claims Administrator) for soliciting tenders of
Units pursuant to the Purchase Offer.
The Claims Administrator for the Purchase Offer and Consent Solicitation is:
GEMISYS Corporation
By Mail: Facsimile Transmission: By Hand or Overnight Delivery:
Attention: Proxy Department 303-705-6171 Attention: Proxy Department
7103 South Revere Parkway (For Eligible Institutions Only) 7103 South Revere Parkway
Englewood, CO 80112-9523 Englewood, CO 80112-9523
Telephone:
(800) 326-8222