Securities and Exchange Commission
Washington, D.C. 20549
Form 10-K/A
[X] Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 1995
OR
[_] Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Commission File Number: 0-14381
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MARRIOTT HOTEL PROPERTIES LIMITED PARTNERSHIP
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(Exact name of registrant as specified in its charter)
Delaware 52-1436985
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10400 Fernwood Road
Bethesda, Maryland 20817
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 301-380-2070
Securities registered pursuant to Section 12(b) of the Act:
Not Applicable
Securities registered pursuant to Section 12(g) of the Act:
Units of Limited Partnership Interest
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(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirements for
the past 90 days: Yes ___ No ___ (Not Applicable). On August 25, 1992, the
Registrant filed an application for relief from the reporting requirements of
the Securities Exchange Act of 1934 pursuant to Section 12(h) thereof. Because
of the pendency of such application, the Registrant was not required to, and did
not, make any filings pursuant to the Securities Exchange Act of 1934 from
October 23, 1989 until the application was voluntarily withdrawn on November 19,
1996.
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ] (Not Applicable)
Documents Incorporated by Reference
None
PART IV
ITEM 14. EXHIBITS, SUPPLEMENTAL FINANCIAL STATEMENT SCHEDULES, AND
REPORTS ON FORM 8-K
(a) List of Documents Filed as Part of This Report
(1) Financial Statements
All financial statements of the registrant as set forth under Item
8 of this Report on Form 10-K.
(2) Financial Statement Schedules
The following financial information is filed herewith on the pages
indicated.
III. Real Estate and Accumulated Depreciation
All other schedules are omitted because they are not applicable or the
required information is included in the consolidated financial statements or
notes thereto.
(3) EXHIBITS
Exhibit # Description
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2.a. Purchase Agreement between Airline Foods, Inc. and Marriott
Hotel Properties Limited Partnership dated November 27, 1985,
to acquire the 99% limited partner interest in the
Partnership. Incorporated by reference from Exhibit 2a. of
the amended registration statement on Form 10 dated September
29, 1986.
2.b. Purchase Agreement between Airline Foods, Inc. and Marriott
Hotel Properties Limited Partnership dated November 27, 1985,
to acquire the 99% limited partner interest in the Warner
Center Partnership. Incorporated by reference from Exhibit
2b. of the amended registration statement on Form 10 dated
September 29, 1986.
2.c. Purchase Agreement between Host International, Inc. and
Marriott Hotel Properties Limited Partnership dated November
27, 1985, to acquire a 49% interest in the Harbor Beach
Partnership. Incorporated by reference from Exhibit 2c. of
the amended registration statement on Form 10 dated September
29, 1986.
2.d. Notice of Trustee's Sale dated October 22, 1993, to foreclose
and sell the Warner Center Hotel.
3.a Amended and Restated Agreement of Limited Partnership of
Marriott Hotel Properties Limited Partnership dated November
27, 1985. Incorporated by reference from Exhibit 3a. of the
amended registration statement on Form 10 dated September 29,
1986.
3.b. Amended and Restated Partnership Agreement of Lauderdale
Beach Association dated July 1, 1986. Incorporated by
reference from Exhibit 3c. of the 1986 Form 10-K.
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3. c. Certificate of Incorporation and By-Laws of Marriott Orlando
Capital Corporation dated April 30, 1987. Incorporated by
reference from Exhibit 3d. of the 1987 Form 10-K.
10.a. Management Agreement between Marriott Hotel Properties
Limited Partnership and Marriott Hotels, Inc. dated October
25, 1985. Incorporated by reference from Exhibit 10a. of the
amended registration statement on Form 10 dated September
29, 1986.
10.b. Lease between Lauderdale Beach Association and Marriott
Hotels, Inc. dated October 26, 1984, subsequently assigned
to Marriott Hotel Services, Inc. on January 1, 1985.
Incorporated by reference from Exhibit 10c. of the amended
registration statement on Form 10 dated September 29, 1986.
10.c. Letter dated June 16, 1987, between Marriott Hotels, Inc.,
Marriott Hotel Properties Limited Partnership and The Sanwa
Bank Limited, amending Exhibit 10.a. Incorporated by
reference from Exhibit 10d. of the 1987 Form 10-K.
10.d. Assignment and Assumption of Lease Agreement dated April 28,
1993 between Holiday Hotel Corporation, Poinsettia
Corporation, Lubbock Corporation and The Northwestern Mutual
Life Insurance Company. Ground Lease Agreement between
Holiday Hotel Corporation, Poinsettia Corporation, Lubbock
Corporation and Cavendish Properties, Inc., dated November
30, 1981, and amendments dated January 30, 1982, December
21, 1982 and June 30, 1986, respectively. Assignment of
Lease dated January 30, 1982, between Cavendish Properties,
Inc. and Lauderdale Beach Association.
10.e. Intentionally Omitted.
10.f. Amended and Restated Loan Agreement between Marriott Hotel
Properties Inc. and Marriott Hotel Properties Limited
Partnership dated April 9, 1991.
10.g. Loan Agreement between Marriott Properties, Inc. and
Marriott Hotel Properties Limited Partnership dated April
17, 1991, and amendments thereto dated December 31, 1991 and
June 1, 1992, respectively.
10.h. Amended and Restated Term Loan Agreement between Lauderdale
Beach Association and Aetna Life Insurance Company dated
July, 1, 1993.
10.i. Loan Agreement between Marriott International Capital
Corporation and Lauderdale Beach Association dated July 21,
1994.
10.j. Amended and Restated Term Loan Agreement between Marriott
Hotel Properties Limited Partnership and The Sanwa Bank
Limited dated June 16, 1995.
27. Financial Data Schedule (Previously Filed).
(b) REPORTS ON FORM 8-K
No reports on Form 8-K were filed during 1995.
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SIGNATURE
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Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Form 10-K to be signed
on its behalf by the undersigned, thereunto duly authorized, on December 19,
1996.
MARRIOTT HOTEL PROPERTIES LIMITED PARTNERSHIP
By: HOTEL PROPERTIES MANAGEMENT, INC.
General Partner
By: /s/ Bruce F. Stemerman
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Bruce F. Stemerman
President, Chief Accounting Officer and Treasurer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on December 19, 1996.
Signature Title
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(HOTEL PROPERTIES MANAGEMENT, INC.)
/s/ Bruce F. Stemerman President, Chief Accounting Officer and
- ---------------------------- Treasurer
Bruce F. Stemerman (Principal Executive Officer and
Principal Accounting Officer)
/s/ Robert E. Parsons, Jr. Vice President and Director
- ---------------------------- (Principal Financial Officer)
Robert E. Parsons, Jr.
/s/ William E. Einstein Vice President and Director
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William E. Einstein
/s/ Christopher G. Townsend Vice President, Director and Secretary
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Christopher G. Townsend
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