SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 7
to
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.
Host Marriott Corporation
Host Marriott, L.P.
(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)
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Copies to:
J. Warren Gorrell, Jr. David G. Pommerening
Bruce W. Gilchrist O'Melveny & Myers LLP
Hogan & Hartson LLP 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
[ ] 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.
[X] 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 Amendment No. 7 amends and supplements the Tender Offer Statement on
Schedule TO filed with the Securities and Exchange Commission on May 11, 2000,
as amended (as so amended, the "Schedule TO") in connection with 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 ("MI Investor"), 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"), 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 Partnership's general partner, for $147,959 per unit or
a net amount per unit of approximately $119,000 after payment of court-awarded
attorneys' fees and expenses (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 August 7, 2000, as supplemented by the Supplement thereto
dated September 25, 2000 (as so amended, the "Purchase Offer and Consent
Solicitation"), and the related Proof of Claim, Assignment and Release.
Capitalized terms used and not defined herein shall have the meanings ascribed
to such terms in the Purchase Offer and Consent Solicitation.
ITEM 4. TERMS OF THE TRANSACTION.
Information previously provided in response to this Item 4 is hereby
amended and supplemented to include the following information:
The solicitation period, which is the time during which holders of units of
limited partnership interest 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 Purchase Offer and Consent Solicitation, expired at 12:00
midnight, New York City time, on Friday, September 29, 2000. The Merger and the
Amendments were approved by holders of a majority of the Partnership's
outstanding units of limited partnership interest and will be consummated,
subject to satisfaction or waiver (if waivable) of the conditions to
consummation of the Purchase Offer and the Merger. The fairness of the
Settlement relating to the Partnership was approved by the Court at the hearing
held on Thursday, September 28, 2000. The Purchaser has extended the Purchase
Offer to 5 p.m., New York City time, on Monday, October 16, 2000. The Purchase
Offer had previously been scheduled to expire at 12:00 midnight, New York City
time, on Friday, September 29, 2000.
On October 2, 2000, Marriott International and Rockledge issued a joint
press release announcing the extension of the Purchase Offer to 5:00 p.m., New
York City time on Monday, October 16, 2000. A copy of the joint press release
issued by Marriott International and Rockledge with respect to the foregoing is
attached hereto as Exhibit (a)(10) and is incorporated herein by reference.
ITEM 12. MATERIALS TO BE FILED AS EXHIBITS, INCLUDING MATERIALS TO BE FILED
PURSUANT TO SCHEDULE 13E-3.
Information previously provided in response to this Item 12 is hereby
amended and supplemented to include the following exhibit:
(a) (10) Joint Press Release issued on October 2, 2000.
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: October 2, 2000 CBM II HOLDINGS LLC
By: CBM Mezzanine Borrower LLC
By: CBM Joint Venture LLC
By: Rockledge Hotel Properties, Inc.
By: /s/ C.G. Townsend
-----------------------------------
Name: C.G. Townsend
Title: Vice President
By: MI CBM Investor LLC
By: /s/ Carolyn B. Handlon
-----------------------------------
Name: Carolyn B. Handlon
Title: Manager and Treasurer
CBM JOINT VENTURE LLC
By: Rockledge Hotel Properties, Inc.
By: /s/ C.G. Townsend
---------------------------------------
Name: C.G. Townsend
Title: Vice President
By: MI CBM Investor LLC
By: /s/ Carolyn B. Handlon
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Name: Carolyn B. Handlon
Title: Manager and Treasurer
MARRIOTT INTERNATIONAL, INC.
By: /s/ Carolyn B. Handlon
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Name: Carolyn B. Handlon
Title: Vice President and Treasurer
MI CBM INVESTOR LLC
By: /s/ Carolyn 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
HOST MARRIOTT CORPORATION
By: /s/ C.G. Townsend
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Name: C. G. Townsend
Title: Senior Vice President
HOST MARRIOTT, L.P.
By: Host Marriott Corporation
By: /s/ C.G. Townsend
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Name: C. G. Townsend
Title: Senior Vice President
COURTYARD BY MARRIOTT II LIMITED PARTNERSHIP
By: CBM Two LLC
By: /s/ C.G. Townsend
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Name: C. G. Townsend
Title: Executive Vice President
EXHIBIT INDEX
(a) (10) Joint Press Release issued on October 2, 2000.