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 Date of Report (Date of earliest event reported): April 16, 1998 Courtyard By Marriott II Limited Partnership -------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-16728 52-1533559 - ----------------------------------------------------------------------------- (State or other jurisdiction of (Commission File (I.R.S. Employer incorporation or organization) Number) Identification No.) 10400 Fernwood Road, Bethesda, Maryland 20817 - ----------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (301) 380-9000 Item 5. Other Events. The Partnership is one of six limited partnerships which is included in a proposal to consolidate into an umbrella partnership real estate investment trust, as described in the preliminary Prospectus/Consent Solicitation Statement as filed with the Securities and Exchange Commission on Form S-4 (SEC File No. 333-42953). On April 16, 1998, the General Partner sent the Limited Partners of the Partnership a letter to update them on the status of the transaction. Such letter is being filed as an exhibit to this Current Report on Form 8-K. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits 99.1 Letter to Limited Partners of Courtyard By Marriott II Limited Partnership, dated April 16, 1998. -2- SIGNATURES 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 hereunto duly authorized. Courtyard by Marriott II Limited Partnership By: CBM Two Corporation, its general partner Date: May 5, 1998 By: /s/ Bruce F. Stemerman ------------------------- Name: Bruce F. Stemerman Title: President -3- EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Letter to Limited Partners of Courtyard By Marriott II Limited Partnership, dated April 16, 1998. -4-