- --------------------------------------------------------------------------------
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): April 17, 1998
Atlanta Marriott Marquis II Limited Partnership
-----------------------------------------------
(Exact name of registrant as specified in its
charter)
Delaware 0-14374 52-1427553
- -------------------------------------- ---------------- ------------------
(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) Number) Identification No.)
10400 Fernwood Road, Bethesda, Maryland 20817
--------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (301) 380-2070
- --------------------------------------------------------------------------------
Item 5. Other Events.
On April 17, 1998, Host Marriott Corporation (the "Company"), the
parent company of the general partner of Atlanta Marriott Marquis II Limited
Partnership (the "Partnership"), announced that its Board of Directors has
authorized the Company to reorganize its business operations to qualify as a
real estate investment trust (the "REIT Conversion"), effective as of January 1,
1999, as more particularly described in the Summary of the Proposed REIT
Conversion, Spin-off of Senior Living Business and Blackstone Hotel Portfolio
Transaction (the "Summary") which is attached hereto as Exhibit 99.2 and
incorporated herein by reference. Contemporaneously with the REIT Conversion,
the Company intends to spin-off its senior living communities business through a
stock dividend to its shareholders, as more particularly described in the
Summary.
The Company also announced that it has agreed to acquire interests in
thirteen luxury hotels and certain other assets owned by affiliates of The
Blackstone Group and Blackstone Real Estate Partners, for an aggregate
consideration of up to approximately $1.775 billion, including the assumption of
debt, as more particularly described in the Summary.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
99.1 Press Release, dated April 17, 1998, entitled "Host Marriott
Corporation to Add World-Class Luxury Hotel Portfolio for $1.775
Billion; Reorganization as Real Estate Investment Trust, Spin-Off of
Senior Living Business Planned."
99.2 Summary of Proposed REIT Conversion, Spin-off of Senior Living
Business and Blackstone Hotel Portfolio Transaction.
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: MARRIOTT MARQUIS CORPORATION, its general
partner
Date: May 7, 1998 By: /s/ Patricia K. Brady
-------------------------------
Name: Patricia K. Brady
Title: Vice President and
Chief Accounting Officer
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
99.1 Press Release, dated April 17, 1998,
entitled "Host Marriott Corporation to Add World-Class
Luxury Hotel Portfolio for $1.775 Billion;
Reorganization as Real Estate Investment Trust,
Spin-Off of Senior Living Business Planned."
99.2 Summary of Proposed REIT Conversion, Spin-off
of Senior Living Business and Blackstone Hotel
Portfolio Transaction.