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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
Date of Report (Date of earliest event reported): April 16, 1998
Marriott Residence Inn II Limited Partnership
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(Exact name of registrant as specified in its
charter)
Delaware 033-24935 52-1605434
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(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) Number) 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) 380-9000
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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 Marriott Residence Inn II Limited
Partnership, dated April 16, 1998.
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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.
MARRIOTT RESIDENCE INN II LIMITED PARTNERSHIP
By: Marriott RIBM Two Corporation, its general
partner
Date: May 5, 1998 By: /s/ Bruce F. Stemerman
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Name: Bruce F. Stemerman
Title: President
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Letter to Limited Partners of
Marriott Residence Inn II Limited
Partnership, dated April 16, 1998.
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