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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): December 30, 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.
On December 30, 1998, following approval by the limited partners,
Atlanta Marriott Marquis II Limited Partnership was acquired by Host Marriott,
L.P., the Operating Partnership, through a merger as described in the
Prospectus/Consent Solicitation Statement dated October 8, 1998. The final
Exchange Value is $45,425 per Atlanta Marriott Marquis II Limited Partnership
Unit. The minimum number of OP Units (or Common Shares of Host REIT if a
limited partner so elects) a limited partner will receive in exchange for his
interest in Atlanta Marriott Marquis II Limited Partnership is 2,931 per
Partnership Unit. The Note Election Amount is equal to $36,340 per Partnership
Unit. The period of time during which a limited partner may elect to receive an
Operating Partnership Note or Common Shares of Host REIT in exchange for OP
Units will expire at 5:00 p.m., Eastern time, on January 22, 1999, unless
extended. If a limited partner does not make an election, the limited partner
will receive and retain OP Units. The period of time over which the price of an
OP Unit will be determined ends on January 29, 1999. The price per OP Unit will
be equal to the average closing price of Host REIT shares on the New York Stock
Exchange (HMT) over the 20 trading days ending on January 29, 1999 (but will not
be greater than $15.50 or less than $9.50).
The letter sent by Host Marriott, L.P. to the Atlanta Marquis limited
partners is attached hereto as Exhibit 99.1.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits
Exhibit No. Description
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99.1 Letter from Host Marriott, L.P. to Atlanta Marquis
limited partners regarding valuation period, election
period, final exchange values and Note election
amounts.
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: HMC Atlanta LLC, its general partner
Date: December 31, 1998 By: /s/ Donald D. Olinger
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Name: Donald D. Olinger
Title: Vice President and Treasurer