Exhibit (a)(4)
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.
(through wholly owned subsidiaries)
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 ___________, 2000, UNLESS THE PURCHASE OFFER IS EXTENDED.
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___________, 2000
To Our Clients:
Enclosed for your consideration are the Purchase Offer and Consent
Solicitation dated __________, 2000 (the "Purchase Offer and Consent
Solicitation"), including a PINK proof of claim, assignment and release (the
"Proof of Claim") and a YELLOW consent form (the "Consent Form"). These
materials are being furnished to you pursuant to the terms of a settlement
agreement (the "Settlement Agreement") relating to the settlement (the
"Settlement") of class action litigation (the "Milkes Litigation") involving
Courtyard by Marriott II Limited Partnership (the "Partnership"). The
Settlement also relates to lawsuits filed with respect to six other limited
partnerships (such suits, together with the Milkes Litigation, the "Litigation")
as described in the Purchase Offer and Consent Solicitation. Pursuant to the
terms of the Settlement Agreement, CBM II Holdings LLC (the "Purchaser"), an
indirect, wholly owned subsidiary of CBM Joint Venture LLC (the "Joint
Venture"), which is a joint venture between MI CBM Investor LLC, a wholly owned
indirect subsidiary of Marriott International, Inc., and Rockledge Hotel
Properties, Inc., is offering to purchase (the "Purchase Offer") all outstanding
units (the "Units") of limited partnership interest in the Partnership (other
than Units held by the Partnership's general partner). In addition to the
Purchase Offer, the terms of the Settlement Agreement provide for the merger of
a subsidiary of the Joint Venture into the Partnership (the "Merger") and to
certain amendments (the "Amendments") to the Partnership's partnership
agreement, which would, among other things, facilitate the consummation of the
Purchase Offer and the Merger.
Please note the following:
1. The Purchaser is offering to pay $147,959 per Unit (or a pro rata
portion thereof) in cash to purchase each Unit, settle the Milkes
Litigation and obtain a release of all claims in the Milkes Litigation.
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, 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 will be
reduced by any amount owed by the holder on the original purchase price
of such Unit.
2. The Purchase Offer is being made for all outstanding Units (other than
Units held by the Partnership's general Partner).
3. The Purchase Offer and withdrawal rights expire at 12:00 midnight, New
York City time, on _________, ____________, 2000, unless the Purchase
Offer is extended (as so extended, the "Expiration Date").
4. The Partnership's general partner makes no recommendation to you as to
whether to tender or refrain from tendering your Units or whether or not
to consent to the Merger and the Amendments. You must make your own
decision as to these matters.
5. The Purchase Offer is conditioned upon, among other things, (1) the
order of the court approving the terms of the Settlement and the
dismissal of the Litigation having become final (other than by reason of
an appeal relating solely to counsel fees and expenses), (2) not more
than 10% of the Units (other than Units held by the persons named as
insiders in the Settlement Agreement) being held by holders who have
elected to "opt-out" of the Settlement, (3) not more than 10% of the
units of limited partnership interests in each of the other six limited
partnerships involved in the Settlement (other than units held by
persons named as insiders in the Settlement Agreement) being held by
holders who have elected to "opt-out" of the Settlement, (4) holders of
a majority of the outstanding Units (other than the general partner of
the Partnership or its affiliates) having submitted valid written
consents to the Merger and the Amendments, and (5) holders of a majority
of the outstanding units of limited partnership interests in Courtyard
by Marriott Limited Partnership (other than its general partner and
affiliates of its general partner) having submitted valid written
consents to its merger and the proposed amendments to its partnership
agreement. See the Purchase Offer and Consent Solicitation under the
heading "The Settlement Conditions of the Purchase Offer and the
Merger."
6. Tendering unitholders will not be obligated to pay brokerage fees or
commissions or, except as otherwise provided in Instruction 5 of the
Proof of Claim, stock transfer taxes on the purchase of Units by the
Purchaser pursuant to the Purchase Offer.
We are the holder of record of Units held by us for your account. A tender
of such Units can be made only by us as the holder of record and pursuant to
your instructions. The Proof of Claim is furnished to you for your information
and to provide you with a tax form but cannot be used by you to tender Units
held by us for your account.
Accordingly, we request instructions as to whether you wish to have us
tender on your behalf any or all Units held by us for your account pursuant to
the terms and conditions set forth in the Purchase Offer and Consent
Solicitation. If you wish to have us tender any or all of the Units held by us
for your account, please so instruct us by completing, executing, detaching and
returning to us the instruction form set forth on page 4 of this letter. If you
authorize the tender of your Units, all such Units will be tendered unless
otherwise specified in the instruction form set forth on page 4 of this letter.
An envelope to return your instruction form to us is enclosed. Your instruction
form should be forwarded to us in ample time to permit us to submit a tender on
your behalf prior to the expiration of the Purchase Offer. If you wish to
prevent federal income tax withholding on amounts payable to you pursuant to the
Settlement, you must complete, execute and return to us in the enclosed envelope
(even if you choose not to tender your Units and, therefore, do not return the
instruction form to us) the appropriate Certificate of Non-Foreign Status
included with the Proof of Claim.
In addition, the general partner of the Partnership is soliciting your
consent to the Merger and the Amendments. Please complete, execute and return
the enclosed YELLOW Consent Form to GEMISYS, Inc., Claims Administrator, Proxy
Department, 7103 South Revere Parkway, Englewood, Colorado 80112. An envelope to
return your Consent Form to the Claims Administrator is enclosed. All properly
executed Consent Forms received by the Claims Administrator prior to the
Expiration Date will be voted in accordance with the instructions contained
therein. All properly executed Consent Forms that contain no voting instructions
will be deemed to have consented to the Merger and all of the Amendments.
Consent Forms will be effective only when actually received by the Claims
Administrator prior to the Expiration Date. Please note that, subsequent to the
submission of a Consent Form, but prior to the Expiration Date, you may change
your vote or withdraw your consent by following the procedures set forth under
the heading "The Written Consents--Voting and Revocation of Consents" in the
Purchase Offer and Consent Solicitation. All properly executed Consent Forms
that are received and not withdrawn prior to the Expiration Date will become
binding and irrevocable after the Expiration Date and will be deemed coupled
with an interest. An abstention or failure to return the enclosed Consent Form
prior to the Expiration Date will have the same effect as not consenting to the
Merger and the Amendments.
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The Purchaser is not aware of any state where the making of the Purchase
Offer or the soliciting of consents is prohibited by administrative or judicial
action pursuant to any valid state statute. If the Purchaser becomes aware of
any valid state statute prohibiting the making of the Purchase Offer or the
acceptance of Units pursuant thereto, or the soliciting of consents, the
Purchaser will make a good faith effort to comply with such state statute. If,
after such good faith effort, the Purchaser cannot comply with such state
statute, the Purchase Offer and consent solicitation will not be made to nor
will tenders be accepted from or on behalf of the holders of Units in such
state.
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INSTRUCTIONS FOR TENDERING YOUR UNITS
The undersigned acknowledge(s) receipt of your letter, the enclosed
Purchase Offer and Consent Solicitation dated ______________, 2000 and the
related proof of claim, assignment and release and consent form in connection
with the offer (the "Purchase Offer") by CBM II Holdings LLC (the "Purchaser"),
a Delaware limited liability company and an indirect wholly owned subsidiary of
CBM Joint Venture LLC, which is a joint venture between MI CBM Investor LLC, a
wholly owned indirect subsidiary of Marriott International, Inc., and Rockledge
Hotel Properties, Inc., to purchase all outstanding units of limited partnership
interest (the "Units") of Courtyard by Marriott II Limited Partnership, a
Delaware limited partnership, at a price of $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. 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, 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), reduced by any amount owed by the holder on the original
purchase price of such Unit.
This will instruct you to tender to the Purchaser the number of Units
indicated below (or if no number is indicated below, all Units) which are held
by you for the account of the undersigned, upon the terms and subject to the
conditions set forth in the Purchase Offer.
Number of Units to be Tendered: __________ Units*
Date: _______________, 2000
SIGN HERE
Signature(s) __________________________________________________________________
Print Name(s)__________________________________________________________________
Print Address(es)______________________________________________________________
(Area Code and
Telephone Number(s)) __________________________________________________________
(Employer Identification or
Social Security Number(s) _____________________________________________________
__________
* Unless otherwise indicated, it will be assumed that all of the Units held by
us for your account are to be tendered.
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