SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d) (1) OR 13(e) (1)
OF THE SECURITIES EXCHANGE ACT OF 1934
Courtyard by Marriott II Limited Partnership
(Name of Subject Company)
CBM II Holdings LLC
CBM Joint Venture LLC
Marriott International, Inc.
MI CBM Investor LLC
Rockledge Hotel Properties, Inc.
(Names of Offerors and Other Persons)
Units of limited partnership interests
(Title of Class of Securities)
NONE
(CUSIP Number of Class of Securities)
W. Edward Walter Ward R. Cooper
Rockledge Hotel Properties, Inc. Marriott International, Inc.
10400 Fernwood Road Dept. 52/923.23
Bethesda, Maryland 20817 10400 Fernwood Road
(301) 380-9000 Bethesda, Maryland 20817
(301) 380-3000
(Name, Address and Telephone Numbers of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copies to:
J. Warren Gorrell, Jr. David G. Pommerening
Bruce W. Gilchrist O'Melveny & Myers LLP
Hogan & Hartson LL Columbia Square, 555 Thirteenth Street, N.W.
Columbia Square, 555 Thirteenth Street, N.W. Washington, D.C. 20004-1109
Washington, D.C. 20004-1109 (202) 383-5300
(202) 637-5600
CALCULATION OF FILING FEE
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Transaction Valuation (1): $214,318,612 Amount Filing Fee (2): $42,864
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(1) Calculated by multiplying $147,959, the per unit tender offer price, by
1,448.5, the total number of units sought in the tender offer.
(2) Calculated as 1/50 of one percent of the transaction value in accordance
with Regulation 240.0-11 under the Securities Exchange Act of 1934.
[X] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: $42,864 Form or Registration No.: Schedule 14A
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Filing Party: Courtyard by Marriott II Limited Partnership
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Date Filed: May 11, 2000
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[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
TENDER OFFER
This Tender Offer Statement on Schedule TO (the "Schedule TO") relates to
an offer by CBM II Holdings LLC, a Delaware limited liability company (the
"Purchaser") and an indirect, wholly owned subsidiary of CBM Joint Venture LLC
(the "Joint Venture"), a Delaware limited liability company that is a joint
venture between MI CBM Investor LLC, a Delaware limited liability company and a
wholly owned indirect subsidiary of Marriott International, Inc., a Delaware
corporation ("Marriott International"), and Rockledge Hotel Properties, Inc., a
Delaware corporation ("Rockledge") (through wholly owned subsidiaries), to
purchase (the "Purchase Offer") all outstanding units of limited partnership
interest in Courtyard by Marriott II Limited Partnership, a Delaware limited
partnership (the "Partnership") other than units owned by the general partner,
at $147,959 per unit (or a pro rata portion thereof) in cash, upon the terms and
subject to the conditions set forth in the Purchase Offer and Consent
Solicitation dated ________, 2000 and the related Proof of Claim, Assignment and
Release, copies of which are attached hereto as Exhibits (a) (1) and (a) (2),
respectively (which, as amended or supplemented from time to time, are
collectively herein referred to as the "Purchase Offer and Consent
Solicitation"). If the court approves legal fees and expenses of approximately
$29,000 per unit to counsel to the class action plaintiffs in the Milkes
Litigation (as defined in the Purchase Offer and Consent Solicitation), the net
amount that each holder that is a class member will receive is approximately
$119,000 per unit (or a pro rata portion thereof) (the "Net Settlement Amount").
The Net Settlement Amount to be received by any holder in the Purchase Offer or
the Merger (as defined below) will be reduced by any amount owed by the holder
on the original purchase price of such unit. In the Merger, each outstanding
unit (or partial unit) held by a holder who elects not to participate in the
Settlement (as defined in the Purchase Offer and Consent Solicitation) will be
converted into the right to receive a cash amount equal to the appraised value
of such unit (or a pro rata portion thereof), not including any amount relating
to the claims asserted in the class action litigation and reduced by any amount
owed by the holder on the original purchase price of such unit.
The Purchase Offer and Consent Solicitation also relates to the
solicitation by the general partner of the Partnership of consents to a merger
of a subsidiary of the Joint Venture with and into the Partnership (the
"Merger") and to certain amendments to the Partnership's Partnership Agreement.
The information in the Purchase Offer and Consent Solicitation including
all schedules and annexes thereto, is hereby expressly incorporated by reference
as set forth below.
ITEM 1. SUMMARY TERM SHEET.
The information set forth in the section of the Purchase Offer and
Consent Solicitation captioned "Summary Term Sheet" is incorporated
herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) The information set forth in the section of the Purchase Offer and
Consent Solicitation captioned "The Settlement -- Certain Information
Concerning the Partnership" is incorporated herein by reference.
(b) The information set forth in the sections of the Purchase Offer
and Consent Solicitation captioned "Summary Term Sheet" and "The
Written Consents -- Record Date and Outstanding Units" is incorporated
herein by reference.
(c) The information set forth in the section of the Purchase Offer and
Consent Solicitation captioned "The Purchase Offer -- Market for the
Partnership's Limited Partnership Units and Related Security Holder
Matters" is incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a) The information set forth in the section of the Purchase Offer and
Consent Solicitation captioned "The Settlement -- Certain Information
Concerning the Purchaser, the Joint Venture, Marriott International, MI
Investor and Rockledge" and Schedule I to the Purchase Offer and
Consent Solicitation captioned "Directors and Executive Officers
of Marriott International, Inc., MI CBM Investor LLC, Rockledge Hotel
Properties, Inc., CBM Joint Venture LLC and CBM II Holdings LLC" is
incorporated herein by reference.
(b) The information set forth in the section of the Purchase Offer and
Consent Solicitation and Consent Solicitation captioned "The
Settlement -- Certain Information concerning the Purchaser, the Joint
Venture, Marriott International, MI Investor and Rockledge" and
Schedule I to the Purchase Offer and Consent Solicitation captioned
"Directors and Executive Officers of Marriott International, Inc., MI
CBM Investor LLC, Rockledge Hotel Properties, Inc., CBM Joint Venture
LLC and CBM II Holdings LLC" is incorporated herein by reference.
(c) The information set forth in the section of the Purchase Offer and
Consent Solicitation captioned "The Settlement -- Certain Information
Concerning the Purchaser, the Joint Venture, Marriott International, MI
Investor and Rockledge" and Schedule I to the Purchase Offer and
Consent Solicitation captioned "Directors and Executive Officers of
Marriott International, Inc., MI CBM Investor LLC, Rockledge Hotel
Properties, Inc., CBM Joint Venture LLC and CBM II Holdings LLC" is
incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth in the sections of the Purchase Offer and
Consent Solicitation captioned "Summary Term Sheet," "The Settlement --
Purpose and Structure of the Purchase Offer, Merger and Amendments,"
"The Settlement -- The Merger," "The Settlement -- The Amendments,"
"The Settlement -- Federal Income Tax Considerations," "The
Settlement -- Plans for the Partnership; Certain Effects of the
Purchase Offer," "The Purchase Offer -- Terms of the Purchase Offer,"
"The Purchase Offer -- Settlement Fund; Acceptance for Payment;
Payment for Units," "The Purchase Offer -- Procedures for Accepting
the Purchase Offer and Tendering Units," "The Purchase Offer --
Withdrawal Rights," "The Written Consents -- Effective Time of the
Merger," "The Written Consents --Effective Time of the Amendments" is
incorporated herein by reference.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(a) The information set forth in the section of the Purchase Offer and
Consent Solicitation captioned "The Settlement -- Certain Transactions
with the Partnership," "The Settlement -- Certain Information
Concerning the Purchaser, the Joint Venture, Marriott International, MI
Investor and Rockledge" and Schedule I to the Purchase Offer and
Consent Solicitation captioned "Directors and Executive Officers of
Marriott International, Inc., MI CBM Investor LLC, Rockledge Hotel
Properties, Inc., CBM Joint Venture LLC and CBM II Holdings LLC" is
incorporated herein by reference.
(b) The information set forth in the sections of the Purchase Offer
and Consent Solicitation captioned "The Settlement -- Background of the
Settlement" and "The Settlement -- Plans for the Partnership; Certain
Effects of the Purchase Offer" is incorporated herein by reference.
ITEM 6. PURPOSE OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a) and (c) (1) -- (7) The information set forth in the sections of the
Purchase Offer and Consent Solicitation captioned "The Settlement --
Background of the Settlement," "The Settlement -- The Merger," "The
Settlement -- Plans for the Partnership; Certain Effects of the
Purchase Offer" and "The Written Consents -- Rights of Appraisal" is
incorporated herein by reference.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a), (b) and (d) The information set forth in the section of the
Purchase Offer and Consent Solicitation captioned "The Settlement --
Source and Amount of Funds" is incorporated herein by reference.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) and (b) The information set forth in the section of the Purchase
Offer and Consent Solicitation captioned "The Settlement -- Security
Ownership and Certain Beneficial Owners and Management" is incorporated
herein by reference.
ITEM 9. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.
(a) The information set forth in the section of the Purchase Offer and
Consent Solicitation captioned "Other Matters -- Fees and Expenses" is
incorporated herein by reference.
ITEM 10. FINANCIAL STATEMENTS.
(a) The financial statements of the Purchaser, the Joint Venture,
Marriott International, MI Investor and Rockledge are not material to
the Purchase Offer.
(b) The pro forma financial statements of the Purchaser, the Joint
Venture, Marriott International, MI Investor, and Rockledge are not
material to the Purchase Offer.
ITEM 11. ADDITIONAL INFORMATION
(a) (1) The information set forth in the section of the Purchase Offer
and Consent Solicitation captioned "The Settlement -- Background of the
Settlement" and "The Settlement -- The Settlement Agreement" is
incorporated herein by reference.
(a) (2) - (3) The information set forth in the section of the Purchase
Offer and Consent Solicitation captioned "The Settlement -- Regulatory
Matters" is incorporated herein by reference.
(a) (4) None
(a) (5) The information set forth in the section of the Purchase Offer
and Consent Solicitation captioned "The Settlement -- Background of the
Settlement" and "The Settlement -- The Settlement Agreement" is
incorporated herein by reference.
(b) The information set forth in the Purchase Offer and Consent
Solicitation and the Proof of Claim, Assignment and Release is
incorporated herein by reference.
ITEM 12. MATERIALS TO BE FILED AS EXHIBITS.
(a) (1) Purchase Offer and Consent Solicitation dated __________, 2000.
(a) (2) Proof of Claim, Assignment and Release.
(a) (3) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.
(a) (4) Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a) (5) Guidelines Regarding Taxpayer Identification Number.
(a) (6) Summary advertisement.*
(b) Not applicable.
(c) Not applicable.
(d) (1) Form of Agreement and Plan of Merger by and between the Partnership
and the Joint Venture.*
(d) (2) Settlement Agreement dated as of March 9, 2000 among the Milkes
Plaintiffs (as defined
therein), the Haas Plaintiffs (as defined therein), the Palm and Equity
Intervenors (as defined therein) and the Defendants (as defined
therein), each by and through their respective counsel of record.*
(g) Not applicable.
(h) Not applicable.
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* To be filed by amendment.
ITEM 13 INFORMATION REQUIRED BY SCHEDULE 13E-3
Not applicable.
SIGNATURES
After due inquiry and to the best knowledge and belief of the undersigned,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Date: May 11, 2000 CBM II HOLDINGS LLC
By: CBM Joint Venture LLC
By: Rockledge Hotel Properties, Inc.
By: /s/ C.G. Townsend
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Name: C.G. Townsend
Title: Vice President
By: MI CBM Investor LLC
By: /s/ C.B. Handlon
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Name: Carolyn B. Handlon
Title: Manager and Treasurer
CBM JOINT VENTURE LLC
By: Rockledge Hotel Properties, Inc.
By: /s/ C.G. Townsend
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Name: C.G. Townsend
Title: Vice President
By: MI CBM Investor LLC
By: /s/ C.B. Handlon
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Name: Carolyn B. Handlon
Title: Manager and Treasurer
MARRIOTT INTERNATIONAL, INC.
By: /s/ C.B. Handlon
--------------------------------
Name: Carolyn B. Handlon
Title: Vice President and Treasurer
MI CBM INVESTOR LLC
By: /s/ C.B. Handlon
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Name: Carolyn B. Handlon
Title: Manager and Treasurer
ROCKLEDGE HOTEL PROPERTIES, INC.
By: /s/ C.G. Townsend
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Name: C.G. Townsend
Title: Vice President
EXHIBIT INDEX
(a) (1) Purchase Offer and Consent Solicitation dated ____________, 2000.
(a) (2) Proof of Claim, Assignment and Release.
(a) (3) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.
(a) (4) Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a) (5) Guidelines Regarding Taxpayer Identification Number.
(a) (6) Summary advertisement.*
(d) (1) Form of Agreement and Plan of Merger by and between the Partnership
and the Joint Venture.*
(d) (2) Settlement Agreement dated as of March 9, 2000 among the Milkes
Plaintiffs (as defined therein), the Haas Plaintiffs (as defined
therein), the Palm and Equity Intervenors (as defined therein) and the
Defendants (as defined therein), each by and through their respective
counsel of record.*
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* To be filed by amendment.