Exhibit (a)(4)
THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER
TO SELL UNITS. THE OFFER IS BEING MADE SOLELY BY THE OFFER TO PURCHASE, DATED
MAY 16, 2001, OF MADISON LIQUIDITY INVESTORS 114, LLC, AND THE RELATED AGREEMENT
OF ASSIGNMENT AND TRANSFER AND IS NOT BEING MADE TO, NOR WILL TENDERS BE
ACCEPTED FROM OR ON BEHALF OF, UNITHOLDERS RESIDING IN ANY JURISDICTION IN WHICH
MAKING OR ACCEPTING THE OFFER WOULD VIOLATE THAT JURISDICTION'S LAWS. IN THOSE
JURISDICTIONS WHERE THE SECURITIES, BLUE SKY OR OTHER LAWS REQUIRE THE OFFER TO
BE MADE BY A LICENSED BROKER OR DEALER, THE OFFER SHALL BE MADE ON BEHALF OF
MADISON LIQUIDITY INVESTORS 114, LLC, IF AT ALL, ONLY BY ONE OR MORE REGISTERED
BROKERS OR DEALERS LICENSED UNDER THE LAWS OF SUCH JURISDICTION.
NOTICE OF OFFER TO PURCHASE FOR CASH
UNITS OF LIMITED PARTNERSHIP INTEREST
OF
MARRIOTT RESIDENCE INN LIMITED PARTNERSHIP
AT
$300 PER UNIT
by
MADISON LIQUIDITY INVESTORS 114, LLC
THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD WILL EXPIRE AT 5:00 P.M.,
EASTERN DAYLIGHT TIME, JUNE 15, 2001, UNLESS THE OFFER IS EXTENDED.
Madison Liquidity Investors 114, LLC (the "Purchaser") hereby seeks to acquire
Units of limited partnership interest (the "Units") in Marriott Residence Inn
Limited Partnership, a Delaware limited partnership (the "Partnership"). The
Purchaser hereby offers to purchase up to 13,120 Units at $300 per Unit (the
"Purchase Price"), in cash, reduced by any cash distributions made on or after
May 16, 2001 (the "Offer Date"), with interest at the rate of 7% per annum from
the Expiration Date (as defined below) to the date of payment, upon the terms
and subject to the conditions set forth in this Offer to Purchase (the "Offer to
Purchase") and in the related Agreement of Assignment and Transfer, as each may
be supplemented or amended from time to time (which together constitute the
"Offer"). The Offer will expire at 5:00 p.m., Eastern Daylight Time, on June
15, 2001, or such other date to which the Offer may be extended (the "Expiration
Date"). This Offer is being made by the Purchaser solely for investment
purposes and not for purposes of acquiring or influencing control of the
business of the Partnership.
If tendering Unitholders tender more than the number of Units that the
Purchaser seeks to purchaser pursuant to the Offer, the Purchaser will take into
account the number of Units so tendered and take up and pay for as nearly as may
be tendered, pro rata, disregarding fractions, and in accordance with
Partnership's Agreement of Limited Partnership, according to the number of Units
tendered by each tendering Unitholder during the period during which the Offer
remains open.
All validly tendered Units that are not properly withdrawn prior to the
Expiration Date, and not otherwise subject to proration, shall be paid to the
Unitholder by the Purchaser in accordance with the terms and conditions of the
Offer. The Purchaser has filed a Schedule TO with the United States Securities
and Exchange Commission in connection with the Offer. The Purchaser's
information contained in its filing on Schedule TO and the exhibits thereto are
incorporated herein by reference.
This Offer to Purchase is not conditioned upon any minimum number of Units
being tendered. A Unitholder may tender any or all Units owned by such
Unitholder as long as such tender does not otherwise violate the terms of the
Limited Partnership Agreement of the Partnership.
For purposes of the Offer, the Purchaser shall be deemed to have purchased
tendered Units accepted for payment when the Purchaser is in receipt of the
Partnership's confirmation that the transfer of Units has been effectuated and
actual transfer of Units to the Purchaser has occurred.
If the Purchaser makes a material change in the terms of the Offer, or if it
waives a material condition to the Offer, the Purchaser will extend the Offer
and disseminate additional tender offer materials to the extent required by
Rules 14d-4(c) and 14d-6(d) under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). The minimum period during which the Offer must
remain open following any material change in the terms of the Offer, other than
a change in price or a change in percentage of securities sought, will depend
upon the facts and circumstances, including the materiality of the change. With
respect to a change in price or, subject to certain limitations, a change in the
percentage of securities sought, a minimum of ten business days from the date of
such change is generally required to allow for adequate dissemination to
holders. Accordingly, if prior to the Expiration Date, the Purchaser increases
(other than increases of not more than two percent of the outstanding Units) or
decreases the number of Units being sought, or increases or decreases the
consideration offered pursuant to the Offer, and if the Offer is scheduled to
expire at any time earlier than the tenth business day from the date that notice
of such increase or decrease is first published, sent or given to holders, the
Offer will be extended at least until the expiration of such ten business days.
For purposes of the Offer, a "business day" means any day other than a Saturday,
Sunday or a federal holiday and consists of the time period from 12:01 a.m.
through 12:00 midnight, Eastern Daylight Time. The period of time during which
the Offer is open may be extended by the Purchaser, at any time and from time to
time. If the Purchaser extends the Offer, such extension will be followed by a
press release or public announcement thereof, which will be issued no later than
9:00 a.m., Eastern Daylight Time, on the next business day after the scheduled
Expiration Date.
For withdrawal to be effective, a written notice of withdrawal must be timely
received by the Purchaser (i.e., a valid notice of withdrawal must be received
after May 16, 2001 but on or before June 15, 2001, or such other date to which
this Offer may be extended) at the address set forth in the attached Agreement
of Assignment and Transfer. Any such notice of withdrawal must specify the name
of the person who tendered the Units to be withdrawn and must be signed by the
person(s) who signed the Agreement of Assignment and Transfer and must also
contain a Medallion Signature Guarantee.
In conjunction with this publication, a request of RIBM One, LLC, the general
partner of the Partnership, has been made for the use of the list of Unitholders
and security position listings for the purpose of disseminating this Offer to
Unitholders. Tender offer materials will be mailed to Unitholders of record and
will be furnished to brokers, banks and similar persons whose name appears or
whose nominee appears on the list of Unitholders or, if applicable, who are
listed as participants in a clearing agency's security position listing for
subsequent transmittal to beneficial owners of such securities.
The terms of the Offer are more fully set forth in the Offer to Purchase with
respect to the Offer and the related Agreement of Assignment and Transfer
(collectively, the "Tender Offer Documents"). The Tender Offer Documents
contain terms and conditions, and the information required by Rule 14d-
6(e)(1)(vii) under the Exchange Act, which are incorporated herein by reference.
Questions and requests for assistance or additional copies of the offering
material may be directed to the Purchaser, Madison Liquidity Investors 114, LLC,
telephone 1-800-269-7313 (toll-free).
May 16, 2001