SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
(Rule 14d-100)
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 2)
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MARRIOTT RESIDENCE INN LIMITED PARTNERSHIP
(Name of Subject Company (Issuer))
MADISON LIQUIDITY INVESTORS 114, LLC
MRI PARTNERS, LLC
MADISON CAPITAL MANAGEMENT, LLC
HABERHILL LLC
BRYAN E. GORDON
RONALD M. DICKERMAN
DOUGLAS H.S. GREENE
(Name of Filing Persons (Offerors))
UNITS OF LIMITED PARTNERSHIP INTERESTS
(Title of Class of Securities)
751641109
(CUSIP Number of Class of Securities)
Ronald M. Dickerman Douglas H. S. Greene
Madison Capital Management, LLC Haberhill LLC
410 Park Avenue, Suite 540 11790 Glen Road
New York, New York 10022 Potomac, Maryland 20854
(212) 687-0518 (301) 299-8715
Copy to:
David E. Martin, Esq.
100 Park Avenue, 22nd Floor
New York, New York 10017
(212) 953-3822
(Name, Address and Telephone Numbers of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
Calculation of Filing Fee
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Transaction Valuation* Amount of Filing Fee
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$5,248,000 $1050
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*For purposes of calculating the filing fee only. This amount assumes the
purchase of 13,120 Units of the subject company at $400 in cash per Unit.
[X] Check 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: $1050 Filing Party: Madison Liquidity Investors 114, LLC
Form or Registration Number: 5-61557 Date Filed: August 31, 2001
[_] 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: [_]
Item 1. Summary Term Sheet.
(a) The information set forth under the caption "Summary Term Sheet" in
the Offer to Purchase and in the Supplement thereto is incorporated herein by
reference.
Item 2. Subject Company Information.
(a) The name of the subject company is Marriott Residence Inn Limited
Partnership, a Delaware limited partnership (the "Partnership"). The address of
the Partnership's principal executive offices is 10400 Fernwood Road, Bethesda,
Maryland 20817, and its telephone number at that address is (301) 380-2070.
(b) The Partnership had 65,600 Units of Limited Partnership Interest
outstanding as of June 15, 2001, according to its Quarterly Report on Form 10-Q
for the quarter ended June 15, 2001, dated July 27, 2001.
(c) The information set forth under the captions "Introduction -
Establishment of the Offer Price" and Section 8 - "Effects of the Offer" in the
Offer to Purchase and in the Supplement thereto is incorporated herein by
reference.
Item 3. Identity and Background of Filing Persons
(a)-(c) The information set forth in "Introduction," Section 11 -
"Certain Information Concerning the Purchaser" and in Schedule I of the Offer to
Purchase, and in the Supplement thereto, is incorporated herein by reference.
During the last five years, none of the Purchaser, any of the other Bidders nor
any person named on Schedule I to the Offer to Purchase nor any affiliate of the
Purchaser (i) has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) was a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as a result of
such proceeding were or are subject to a judgment, decree or final order
enjoining future violations of, or prohibiting activities subject to, Federal or
State securities laws or finding any violation of such laws.
Item 4. Terms of the Transaction.
(a) This Schedule TO relates to the offer by Madison Liquidity
Investors 114, LLC, a Delaware limited liability company (the "Purchaser"), and
MRI Partners, LLC, Madison Capital Management, LLC ("Madison"), Haberhill LLC,
Bryan E. Gordon, Ronald M. Dickerman and Douglas H.S. Greene, as co-bidders, to
purchase up to 13,120 units of limited partnership interest ("Units") for cash
at a price equal to $400 per Unit in cash, reduced by any cash distributions
made or declared on or after August 31, 2001 (the "Offer Date"), with interest
at the rate of 7% per annum from the Expiration Date to the date of payment (the
"Offer Price"), upon the terms and subject to the conditions set forth in the
Offer to Purchase dated August 31, 2001 (the "Offer to Purchase") and in the
related Agreement of Assignment and Transfer copies of which are attached hereto
as Exhibits (a)(1) and (a)(2), respectively, as each may be supplemented or
amended from time to time.
The information set forth under the captions Section 1 - "Terms of the
Offer" through Section 7 - "Certain Federal Income Tax Consequences" in the
Offer to Purchase and in the Supplement thereto is incorporated herein by
reference.
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
(a) Not applicable.
(b) The information set forth under the caption "Introduction -
Establishment of the Offer Price" in the Offer to Purchase is incorporated
herein by reference.
Item 6. Purposes of the Transaction and Plans or Proposals.
(a), (c)(1)-(7) The information set forth under the caption Section 9 -
"Purpose of the Offer; Future Plans" in the Offer to Purchase and in the
Supplement thereto is incorporated herein by reference. Except as set forth
therein, neither the Purchaser any of the other Bidders nor, to the best of the
knowledge of the Purchaser, any person named on Schedule I to the Offer to
Purchase nor any affiliate of the Purchaser has or has had any plans, proposals
or negotiations that relate to or would result in any of the transactions or
matters described in clauses (c)(1) through (7) of Item 1006 of Regulation M-A.
Item 7. Source and Amount of Funds or Other Consideration.
(a) The information set forth under the caption Section 12 -
"Source of Funds" in the Offer to Purchase and in the Supplement thereto is
incorporated herein by reference.
(b), (d) Not applicable.
Item 8. Interest in Securities of the Subject Company.
(a)-(b) The information set forth in Section 11 - "Certain Information
Concerning the Purchaser" in the Offer to Purchase and in the Supplement thereto
is incorporated herein by reference.
On October 15, 2001, Madison entered into an agreement with Sutter
Capital Management, LLC ("Sutter") pursuant to which (a) Sutter agreed that for
a one-year period neither it nor its affiliates would (i) acquire any Units in
the Partnership or in Marriott Residence Inn II Limited Partnership ("MRI II"),
(ii) solicit proxies, become a participant in a proxy solicitation or
participate in concert with any group with respect to any such Units or (iii)
deposit any such Units in any voting trust or subject any such Units to a voting
agreement or other arrangement with similar effect; and (b) Madison agreed that
for a 90-day period neither it nor its affiliates would take any such action
with respect to securities of an affiliated group of entities (other than the
Partnership or MRI II) to be designated within 24 hours by Sutter. Sutter also
agreed to provide Madison with a list of the names and addresses of the limited
partners of MRI II as of a recent date. The parties agreed to provide each other
with notice of any acquisition of securities subject to the above strictures.
Sutter has made offers for Units in the Partnership and in MRI II.
Sutter will tender to the Purchaser any Partnership securities it acquires prior
to termination of the Offer, waiving any withdrawal rights, and pursuant to this
agreement will be prohibited from making any subsequent tender offers or other
acquisitions (except for specified limited ones resulting from actions of the
issuer) of Partnership or MRI II Units through October 14, 2002. In the absence
of any other developments in the market for Partnership Units, the effect of
this agreement may be a decrease in the market value of such Units as a result
of a diminution of demand for them.
Item 9. Persons/Assets Retained, Employed, Compensated or Used.
None.
Item 10. Financial Statements.
The information set forth in Section 11 - "Certain Information
Concerning the Purchaser" in the Offer to Purchase is incorporated herein by
reference.
Item 11. Additional Information.
(a) The information set forth in Section 14 - "Certain Legal
Matters" in the Offer to Purchase and in the Supplement thereto is incorporated
herein by reference.
(b) None.
Item 12. Exhibits.
(a)(7) Press release, dated October 15, 2001.
(a)(8) Agreement, dated as of October 15, 2001, between Madison and
Sutter Capital Management, LLC.
Item 13. Information Required by Schedule 13E-3.
Not applicable.
SIGNATURES
After due inquiry and to the best of my knowledge and belief, each of
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: October 16, 2001
MADISON LIQUIDITY INVESTORS 114, LLC
By: MRI Partners, LLC, Managing Member
By: /s/ Ronald M. Dickerman
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Ronald M. Dickerman, Managing Director
MRI PARTNERS, LLC
By: /s/ Ronald M. Dickerman
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Ronald M. Dickerman, Managing Director
MADISON CAPITAL MANAGEMENT, LLC
By: /s/ Ronald M. Dickerman
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Ronald M. Dickerman, Managing Director
HABERHILL LLC
By: /s/ Douglas H.S. Greene
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Douglas H.S. Greene, Managing Member
/s/ Bryan E. Gordon
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BRYAN E. GORDON
/s/ Ronald M. Dickerman
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RONALD M. DICKERMAN
/s/ Douglas H.S. Greene
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DOUGLAS H.S. GREENE
EXHIBIT INDEX
Exhibit Description Page
(a)(7) Press release, dated October 15, 2001.
(a)(8) Agreement, dated as of October 15, 2001, between
Madison and Sutter Capital Management, LLC.