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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
June 13, 1996 0-28222
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Date of Report (Date of earliest event reported) Commission File No.
MARRIOTT HOTEL PROPERTIES II LIMITED PARTNERSHIP
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(Exact name of registrant as specified in its charter)
Delaware 52-1604506
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(State of Organization) (I.R.S. Employer
Identification Number)
10400 Fernwood Road, Bethesda, MD 20817-1109
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (301) 380-2070
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ITEM 5 - OTHER EVENTS
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On June 13, 1996 MHP II Acquisition Corp. (the "Company"), a wholly-owned
subsidiary of Host Marriott Corporation ("Host"), successfully completed its
tender offer for a majority of the limited partnership units in Marriott Hotel
Properties II Limited Partnership (the "Partnership"). The Company purchased
375.5 units for an aggregate consideration of $56,325,000 or $150,000 per unit.
As a result of this transaction, the Company became the majority limited partner
in the Partnership. Additionally, in a Partnership vote held in conjunction with
the tender offer, the limited partners approved certain amendments to the
partnership agreement that were conditions to the tender offer. A copy of the
Second Amended and Restated Agreement of Limited Partnership of Marriott Hotel
Properties II Limited Partnership is attached to this Form 8-K as Exhibit 4.1.
The Partnership owns the 1,290-room New Orleans Marriott Hotel, the 999-room San
Antonio Marriott Rivercenter Hotel and the 368-room San Ramon Marriott Hotel.
In addition, the Partnership owns a 50% limited partnership interest in the
Santa Clara Marriott Hotel Limited Partnership which owns the 754-room Santa
Clara Marriott Hotel.
The Partnership is in the process of refinancing the Partnership debt as well as
the debt of the Santa Clara Partnership which totals approximately $256.8
million.
ITEM 7 - FINANCIAL STATEMENT, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
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(c) Exhibits.
Exhibit No.
(per Exhibit Tables in
Item 601 of Regulation S-K) Description
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4.1 Second Amended and Restated Agreement
of Limited
Partnership of Marriott Hotel
Properties II Limited Partnership
SIGNATURE
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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, thereunto duly authorized.
MARRIOTT HOTEL PROPERTIES II LIMITED PARTNERSHIP
By: MARRIOTT MHP TWO CORPORATION
General Partner
Date: June 24,1996 By: /s/ Bruce F. Stemerman
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Bruce F. Stemerman
President and Chief Accounting Officer
EXHIBIT INDEX
EXHIBIT DOCUMENT PAGE
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4.1 Second Amended and Restated Agreement of Limited 1
Partnership of Marriott Hotel Properties II Limited
Partnership