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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): June 2, 1998
Atlanta Marriott Marquis II Limited Partnership
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(Exact name of registrant as specified in its charter)
Delaware 0-14374 52-1427553
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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) 380-2070
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ITEM 5. OTHER EVENTS.
Atlanta Marriott Marquis II Limited Partnership (the "Partnership") is one
of eight limited partnerships which is included in a proposed acquisition by
merger into subsidiaries of Host Marriott, L.P., as described in the preliminary
Prospectus/Consent Solicitation Statement as filed with the Securities and
Exchange Commission on Form S-4 (SEC File No. 333-55807) on June 2, 1998. On
June 15, 1998, the General Partner sent the Limited Partners of the Partnership
a letter to inform them of the proposed transaction and provide them with the
estimated Exchange Value of the Partnership. 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 the Partnership, dated June 15, 1998.
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.
ATLANTA MARRIOTT MARQUIS II
LIMITED PARTNERSHIP
By: MARRIOTT MARQUIS CORPORATION,
its general partner
Date: June 19, 1998 By: /s/ Patricia K. Brady
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Name: Patricia K. Brady
Title: Vice President and
Chief Accounting Officer
EXHIBIT INDEX
Exhibit No. Description
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99.1 Letter to Limited Partners of the
Partnership, dated June 15, 1998