SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the
Commission
Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12
Courtyard by Marriott II Limited Partnership
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(Name of Registrant as Specified in Its Charter)
________________________________________________________
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i) (1) and
0-11.
(1) Title of each class of securities to which transaction applies:
_______________________________________________________
(2) Aggregate number of securities to which transaction applies:
_______________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
______________________________________________________
(4) Proposed maximum aggregate value of transaction:
______________________________________________________
(5) Total fee paid:
______________________________________________________
[X] Fee paid previously with preliminary materials: $42,864.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11 (a) (2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:_______________________
(3) Filing Party:__________________________________
(4) Date Filed:________________________________________________
Supplement dated September 25, 2000 to
Purchase Offer and Consent Solicitation dated August 7, 2000
Offer to Purchase for Cash
All Outstanding Units of Limited Partnership Interest in
COURTYARD BY MARRIOTT II LIMITED PARTNERSHIP
for
$147,959 Per Unit (or a Net Amount per Unit of Approximately
$119,000 after Payment of Court-Awarded Attorneys' Fees)
by
CBM II HOLDINGS LLC,
a wholly owned indirect subsidiary of
CBM JOINT VENTURE LLC,
a joint venture between
MI CBM INVESTOR LLC (a wholly owned indirect subsidiary of
MARRIOTT INTERNATIONAL, INC.) and
ROCKLEDGE HOTEL PROPERTIES, INC.
and
Solicitation of Consents to a Merger and Amendments to the Partnership
Agreement
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THE PURCHASE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW
YORK CITY TIME, ON SEPTEMBER 29, 2000, UNLESS THE PURCHASE OFFER IS FURTHER
EXTENDED (AS SO EXTENDED, THE "EXPIRATION DATE").
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The following information amends and supplements the Purchase Offer and
Consent Solicitation dated August 7, 2000 (the "Original Purchase Offer and
Consent Solicitation") furnished to holders ("Unitholders") of units of
limited partnership interest ("Units") in Courtyard by Marriott II Limited
Partnership (the "Partnership") pursuant to the terms of a settlement
agreement (the "Settlement Agreement") relating to the settlement (the
"Settlement") of class action litigation described in the Original Purchase
Offer and Consent Solicitation. This Supplement, dated September 25, 2000, to
the Original Purchase Offer and Consent Solicitation (this "Supplement"),
provides information with respect to the expiration of the Purchase Offer and
the period during which Unitholders may submit and revoke consents to the
Merger (as defined) and the Amendments (as defined).
The Purchaser has extended its offer (the "Purchase Offer") to purchase all
of the issued and outstanding Units (other than Units owned by the
Partnership's general partner) at a price of $147,959 per Unit (or a pro rata
portion thereof) in cash, or a net amount per Unit of approximately $119,000
after payment of court-awarded attorneys' fees and expenses, upon the terms
and subject to the conditions set forth in the Original Purchase Offer and
Consent Solicitation, to 12:00 midnight, New York City time, on Friday,
September 29, 2000. The solicitation period (the "Solicitation Period"), which
is the time during which Unitholders may vote for or against the merger of a
subsidiary of the Purchaser into the Partnership (the "Merger") and certain
amendments to the Partnership's partnership agreement (the "Amendments"), as
described in detail in the Original Purchase Offer and Consent Solicitation,
currently expires at 12:00 midnight, New York City time, on Friday, September
29, 2000, unless extended. The Purchaser is hereby amending the Original
Purchase Offer and Consent Solicitation so that, effective immediately after
12:00 midnight, New York City time, on September 29, 2000, the end of the
Solicitation Period will no longer be required to coincide with the Expiration
Date. Effective immediately after 12:00 midnight, New York City time, on
September 29, 2000, the Expiration Date and the end of the Solicitation Period
may be extended to the same date or different dates, or
not at all. The Purchaser is hereby amending the Original Purchase Offer and
Consent Solicitation to clarify that, as provided in an order by the Court and
as set forth in the "Notice of Pendency and Settlement of Claim and Derivative
Action Related to Courtyard by Marriott II LP" which was distributed by counsel
to the class action plaintiffs with the Original Purchase Offer and Consent
Solicitation, the period during which Unitholders may opt out of the Settlement
has expired.
The Settlement will not be consummated unless the Court approves the
fairness of the Settlement (including the terms and conditions of the Purchase
Offer, the Merger and the Amendments) at a final approval hearing, which is
scheduled for September 28, 2000, at which Unitholders who have not opted out
of the Settlement and who have timely filed the proper documents with the Court
have the right to appear. See the "Notice of Pendency and Settlement of Claim
and Derivative Action Related to Courtyard by Marriott II LP and Final Approval
Hearing," which was distributed by counsel to the class action plaintiffs with
the Original Purchase Offer and Consent Solicitation, for a description of the
procedures that must be followed in order to appear at the hearing.
In addition to Court approval, consummation of the Purchase Offer and the
Merger is conditioned upon, among other things, (1) not more than ten percent
of the units of limited partnership interests in Courtyard by Marriott Limited
Partnership (other than units held by the persons named as insiders in the
Settlement Agreement (the "Insiders")) being held by holders who have elected
to opt out of the Settlement (which condition may be waived as to either
partnership by the Purchaser) and (2) prior to the Expiration Date, the holders
of a majority of the outstanding Units (other than Units held by the
Partnership's general partner and other affiliates) having submitted valid
written consents to the Merger and to the Amendments. The condition that
holders of not more than ten percent of the units of limited partnership
interest in any of the partnerships involved in the Settlement shall have opted
out has been satisfied (other than with respect to Courtyard by Marriott
Limited Partnership). See "Special Factors--Conditions of the Purchase Offer
and the Merger" in the Original Purchase Offer and Consent Solicitation for a
description of the other conditions to the Purchase Offer and Merger.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of this transaction, passed upon the
fairness or merits of such transaction or passed upon the accuracy or adequacy
of the disclosure contained in this document. Any representation to the
contrary is a criminal offense.
LIMITED PARTNERS WHO HAVE PREVIOUSLY CONSENTED TO THE MERGER AND THE
AMENDMENTS TO THE PARTNERSHIP AGREEMENT AND WHO HAVE VALIDLY TENDERED AND NOT
WITHDRAWN THEIR UNITS PURSUANT TO THE PURCHASE OFFER NEED NOT TAKE ANY FURTHER
ACTION IN ORDER TO TENDER THEIR UNITS OR CONSENT TO THE MERGER AND THE
AMENDMENTS.
This Supplement should be read in conjunction with the Original Purchase
Offer and Consent Solicitation. Except as set forth in this Supplement or to
the extent inconsistent with this Supplement, the terms and conditions
previously set forth in the Original Purchase Offer and Consent Solicitation
remain applicable in all respects to the Purchase Offer and the consent
solicitation. The Original Purchase Offer and Consent Solicitation, this
Supplement and the related Proof of Claim, Assignment and Release contain
important information and should be read carefully in their entirety before any
decision is made with respect to the Purchase Offer or the consent
solicitation. Terms used but not defined in this Supplement have the meanings
set forth in the Original Purchase Offer and Consent Solicitation.
This Supplement, dated September 25, 2000, is being mailed to Unitholders on
or about September 25, 2000.
2
Extension of Expiration Date
The Purchaser has extended the Purchase Offer and withdrawal rights to 12:00
midnight, New York City time, on Friday, September 29, 2000, unless and until
the Purchaser, in its sole discretion, elects to further extend the period of
time during which the Purchase Offer is open. The Purchaser is hereby amending
the Original Purchase Offer and Consent Solicitation to clarify that, as
provided in an order by the Court and as set forth in the "Notice of Pendency
and Settlement of Claim and Derivative Action Related to Courtyard by Marriott
II LP" which was distributed by counsel to the class action plaintiffs with the
Original Purchase Offer and Consent Solicitation, the period during which
Unitholders may opt out of the Settlement has expired.
Extension of Solicitation Period
The Solicitation Period has been extended to 12:00 midnight, New York City
time, on Friday, September 29, 2000, unless and until the Partnership's general
partner, in its sole discretion, elects to further extend the period of time
during which the Solicitation Period is open. If at 12:00 midnight, New York
City time, on Friday, September 29, 2000, the Merger and the Amendments have
received the approval of holders of a majority of the outstanding Units
(excluding Units held by the Partnership's general partner and its affiliates)
and if the end of the Solicitation Period is not further extended, the
Solicitation Period will expire, and both the Merger and the Amendments will
have been approved by the Unitholders and will be consummated, subject to
satisfaction or waiver (if waivable) of the conditions to consummation of the
Purchase Offer and the Merger. The Purchaser is hereby amending the original
Purchase Offer and Consent Solicitation so that, effective immediately after
12:00 midnight, New York City time, on September 29, 2000, the end of the
Solicitation Period will no longer be required to coincide with the Expiration
Date. Effective immediately after 12:00 midnight, New York City time, on
September 29, 2000, the Expiration Date and the end of the Solicitation Period
may be extended to the same date or different dates, or not at all. The
Partnership's general partner may extend the Solicitation Period by giving oral
or written notice of such extension to GEMISYS Corporation, the Claims
Administrator, and by making a public announcement thereof in the same manner
as required for an extension of the Purchase Offer (as described in the
Original Purchase Offer and Consent Solicitation), but any such extension of
the Solicitation Period may, but need not, coincide with a further extension of
the Expiration Date of the Purchase Offer.
All properly executed Consent Forms that are received by the Claims
Administrator and not revoked before the expiration of the Solicitation Period
will become binding and irrevocable after the expiration of the Solicitation
Period. If you have not yet submitted a valid Consent Form and wish to do so
now, or if you have previously submitted a valid Consent Form and you now wish
to change your vote, you should follow the procedures set forth in the Original
Purchase Offer and Consent Solicitation under the heading "The Written
Consents--Voting and Revocation of Consents."
3
Questions and requests for assistance concerning (1) how to complete the
Consent Form or the Proof of Claim, Assignment and Release, (2) where to remit
the Consent Form or the Proof of Claim, Assignment and Release, or (3)
obtaining additional copies of this Supplement, the Original Purchase Offer
and Consent Solicitation, the Proof of Claim, Assignment and Release and the
Consent Form and other Purchase Offer and Consent Solicitation materials
should be directed to the Claims Administrator at its address and telephone
number listed below. You may also contact your broker, dealer, commercial
bank, trust company or other nominee for assistance concerning the Purchase
Offer or the Merger. Substantive questions concerning the Consent Form and the
Proof of Claim should be directed to David Berg or Jim Moriarty, counsel to
the class action plaintiffs. Mr. Berg's telephone number is (713) 529-5622 and
Mr. Moriarty's telephone number is (713) 528-0700.
Facsimile copies of the PINK Proof of Claim that was sent to you with the
Original Purchase Offer and Consent Solicitation will be accepted. The YELLOW
Consent Form, which was sent to you with the Original Purchase Offer and
Consent Solicitation, properly completed, dated and duly executed, may be
returned to the Claims Administrator in the envelope with pre-paid postage
previously provided to you. Facsimile copies of the YELLOW Consent Form,
properly completed, dated and duly executed, will also be accepted. Consent
Forms transmitted via facsimile will be deemed to have been received and dated
on the date they are actually received by GEMISYS. The Proof of Claim,
Assignment and Release and the Consent Form, and any other required documents
should be sent or delivered by you or your broker, dealer, commercial bank,
trust company or other nominee to the Claims Administrator, at the address set
forth below.
The Claims Administrator for the Purchase Offer and Consent Solicitation is:
GEMISYS Corporation
By Mail, Hand or Overnight Delivery: Facsimile Transmission:
Attention: Proxy Department 303-705-6171
7103 South Revere Parkway Telephone:
Englewood, CO 80112-9523 (800) 326-8222
Limited partners who have previously consented to the Merger and the
Amendments and have validly tendered and not withdrawn their Units pursuant to
the Purchase Offer need not take any further action in order to tender their
Units or consent to the Merger and the Amendments.