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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
Mutual Benefit Chicago Marriott Suite Hotel Partners, L.P.
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(Exact name of registrant as specified in its
charter)
Rhode Island 0-24467 05-0440218
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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,
Mutual Benefit Chicago Marriott Suite Hotel Partners, L.P. 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 $33,256 per Mutual Benefit Chicago Marriott Suite Hotel
Partners, L.P. 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 Mutual Benefit Chicago Marriott Suite Hotel Partners, L.P.
is 2,146 per Partnership Unit. The Note Election Amount is equal to $31,272
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 Chicago Suites 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 Chicago Suites
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.
MUTUAL BENEFIT CHICAGO MARRIOTT SUITE
HOTEL PARTNERS, L.P.
By: HMC Chicago 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