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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3/A
(Amendment No. 4)
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)
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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, Amendment No. 4, 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. 4, which is
attached hereto as Exhibit (17)(d)(5), 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, Amendment No.4.
Item in Where Located in
Schedule 13E-3/A, Amendment No. 4 Schedule 14D-1/A, Amendment No. 4
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Item 17.............................. Third Amendment to Offer to Purchase
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS
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(d)(5) Schedule 14D-1/A (Amendment No. 4)
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: June 3, 1996 By : /s/ Christopher J. Nassetta
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Christopher J. Nassetta
President and Chief Operating
Officer
HOST MARRIOTT CORPORATION
Dated: June 3, 1996 By : /s/ Christopher G. Townsend
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Christopher G. Townsend
Senior Vice President,
Deputy General Counsel and
Corporate Secretary
2
EXHIBIT INDEX
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Exhibit No. Page No.
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17(d)(5) Schedule 14D-1/A (Amendment No. 4) 4
3
EXHIBIT 17(D)(5)
4