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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3/A
(Amendment No. 2)
RULE 13E-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
MARRIOTT HOTEL PROPERTIES II LIMITED PARTNERSHIP
(Name of Issuer)
MHP II ACQUISITION CORP.
HOST MARRIOTT CORPORATION
(Name of Person(s) Filing Statement)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
None
(CUSIP Number of Class of Securities)
_________________
Christopher G. Townsend, Esq. J. Warren Gorrell, Jr., Esq.
MHP II Acquisition Corp. Peter J. Romeo, Esq.
Host Marriott Corporation Hogan & Hartson L.L.P.
10400 Fernwood Road 555 13th Street, N.W.
Bethesda, MD 20817 Washington, D.C. 20004-1109
(301) 380-9000 (202) 637-5600
(Name, Address and Telephone Number of Persons Authorized to Receive Notices and
Communications on Behalf of Persons Filing Statement)
This statement is filed in connection with (check the appropriate box):
a. [ ] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the Securities
Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of
1933.
c. [X] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies. [ ]
Calculation of Filing Fee
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Transaction Valuation (1) Amount of Filing Fee (1)
$111,000,000 $22,200
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(1) Determined in accordance with Rule 0-11(d) of the Securities Exchange Act
of 1934. The fee was computed on the basis of the purchase of 740 units of
limited partnership interest in the Subject Company at $140,000 cash per unit.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of Filing.
Amounts Previously Paid: $18,500 $3,700
Forms or Registration Nos.: Schedule 14D-1 Schedule 14D-1/A
Filing Parties: MHP II Acquisition Corp. MHP Acquisition Corp.
and Host Marriott Corporation and Host Marriott Corporation
Dates Filed: April 18, 1996 May 23, 1996
EXHIBIT INDEX IS ON PAGE 3.
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CROSS REFERENCE SHEET
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The following cross reference sheet is being supplied pursuant to
General Instruction F to Schedule 13E-3 and shows the location in the Schedule
14D-1/A filed by MHP II Acquisition Corp. and Host Marriott Corporation with the
Securities and Exchange Commission on the date hereof, of the information
required to be included in response to the items of this statement. The
information in the Schedule 14D-1/A, Amendment No. 2 which is attached hereto
as Exhibit (17)(d)(3), is hereby expressly incorporated herein by reference and
the responses to each item are qualified in their entirety by the provisions of
the Schedule 14D-1/A.
Item in Where Located in
Schedule 13E-3/A Schedule 14D-1/A, Amendment No. 2
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Item 4(a) ........................... Second Amendment to Offer to Purchase
Item 16 ............................. Second Amendment to Offer to Purchase
Item 17.............................. Second Amendment to Offer to Purchase
MHP II Acquisition Corp., a Delaware corporation (the "Purchaser") and
wholly owned indirect subsidiary of Host Marriott Corporation, a Delaware
corporation ("Parent"), hereby amends and supplements its Rule 13e-3 Transaction
Statement on Schedule 13E-3 ( the "Statement"), originally filed on April 18,
1996, as amended on May 15, 1996, with respect to the Purchaser's offer to
purchase all outstanding units of limited partnership interest (the "Units") of
Marriott Hotel Properties II Limited Partnership, a Delaware limited partnership
(the "Partnership"), upon the terms and subject to the conditions set forth
in the Offer to Purchase dated April 18, 1996 ( the "Offer to Purchase"), and
the related Letter of Transmittal including supplements thereto, copies of which
are attached as Exhibits (a)(1) and (a)(2) to the Schedule 14D-1 (collectively
with all other exhibits, the "Schedule 14D-1") filed by Purchaser and Parent
with the Securities and Exchange Commission (the "Commission") on April 18,
1996, as supplemented by an Amendment to Offer to Purchase dated May 15, 1996
(the "Amendment to Offer to Purchase"), a copy of which is attached as Exhibit
(a)(7) to the Schedule 14D-1/A (collectively with all other exhibits, the
"Schedule 14D-1/A (Amendment No. 1)") filed by the Purchaser and Parent with the
Commission on May 15, 1996 and by a Second Amendment to Offer to Purchase dated
May 23, 1996 (the "Second Amendment to Offer to Purchase"), a copy of which is
attached as Exhibit (a)(8) to the Schedule 14D-1/A (collectively with all other
exhibits, the "Schedule 14D-1/A (Amendment No. 2)") filed by the Purchaser and
Parent with the Commission on the date hereof. Terms not defined herein have
the meanings set forth in the Schedule 13E-3.
ITEM 4. TERMS OF THE TRANSACTION
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(a) The information set forth in the Offer to Purchase under the headings
"Introduction," "Summary," "Special Considerations," "Special Factors--
Determination of Offer Price," "--Purpose of the Offer," "--Plans for the
Partnership; Certain Effects of the Offer," "--Interests of Certain Persons" and
"The Tender Offer," in the Amendment to Offer to Purchase, and in the Second
Amendment to Offer to Purchase is incorporated herein by reference.
ITEM 16. ADDITIONAL INFORMATION
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All information set forth in the Schedule 14D-1 and exhibits thereto, the
Schedule 14D-1/A (Amendment No. 1) and exhibits thereto and the Schedule 14D-1/A
(Amendment No. 2) and exhibits thereto which is not otherwise incorporated in
this Statement by reference is hereby incorporated herein by reference.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS
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(d)(3) Schedule 14D-1/A (Amendment No. 2)
SIGNATURES
After due inquiry, and to the best of its knowledge and belief, each of
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
MHP II ACQUISITION CORP.
Dated: May 23, 1996 By : /s/ Christopher J. Nassetta
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Christopher J. Nassetta
President and Chief Operating
Officer
HOST MARRIOTT CORPORATION
Dated: May 23, 1996 By : /s/ Christopher G. Townsend
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Christopher G. Townsend
Senior Vice President,
Deputy General Counsel and
Corporate Secretary
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EXHIBIT INDEX
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Exhibit No. Page No.
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17(d)(3) Schedule 14D-1/A (Amendment No. 2) 4
3