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. 3)
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MARRIOTT RESIDENCE INN II LIMITED PARTNERSHIP
(Name of Subject Company (Issuer))
MADISON LIQUIDITY INVESTORS 117, 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)
571641208
(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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$1,925,000 $385
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* For purposes of calculating the filing fee only. This amount assumes the
purchase of 7,000 Units of the subject company at $275 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: $385 Filing Party: Madison Liquidity Investors 117, LLC
Form or Registration Number: 5-62003 Date Filed: September 21, 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 Supplements thereto is incorporated
herein by reference.
Item 2. Subject Company Information.
(a) The name of the subject company is Marriott Residence Inn II
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 70,000 Units of Limited Partnership
Interest outstanding as of June 15, 2001, according to its Quarterly Report on
Form 10-Q for the quarter ended September 7, 2001, dated October 22, 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 Supplements 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 Supplements 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 117, LLC, a Delaware limited liability company (the "Purchaser"), and
MRI Partners, LLC, Madison Capital Management, LLC, Haberhill LLC, Bryan E.
Gordon, Ronald M. Dickerman and Douglas H.S. Greene, as co-bidders, to purchase
up to 7,000 units of limited partnership interest ("Units") for cash at a price
equal to $275 per Unit in cash, reduced by any cash distributions made or
declared on or after September 21, 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 September 21, 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 Supplements 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 and in the
Supplements thereto 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
Supplements 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 Supplements 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 Supplements
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 Limited Partnership ("MRI I"), (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
I) to be designated within 24 hours by Sutter. Pursuant to this agreement,
Sutter designated CNL Income Fund, Ltd. and its affiliates, publicly-registered
entities with respect to which Madison and Sutter have made offers for
interests. Sutter also agreed to provide Madison with a list of the names and
addresses of the limited partners of the Partnership as of a recent date. The
parties agreed to provide each other with notice of any acquisition of
securities subject to the above strictures.
The principal of Sutter, Mr. Dixon, is involved in transactions
involving the same asset class as that of interest to the Purchaser and its
co-bidders, and consequently speaks from time to time with Madison employees and
principals. Madison became aware of Sutter's possession of a Unitholder list for
MRI I earlier this year, and spoke with Mr. Dixon from time to time about
obtaining access to it. Those conversations did not bear fruit until Mr. Dixon
became willing to step aside from his interest in the Marriott entities in
exchange for Madison's agreement to a standstill with respect to a prospect of
his choosing.
Madison is aware that Sutter has made previous offers for Units of the
Partnership and MRI I based on solicitation material it received as a Unitholder
of these Partnerships. The two offers of which Madison is aware are (a) Sutter's
May 7, 2001 offer to purchase up to 3,000 Units of MRI I at $175 per Unit,
scheduled to expire June 8, 2001, and (b) its September 10, 2001 offer to
purchase up to 2,000 Units of MRI II at $250 per Unit, scheduled to expire
October 5, 2001. Madison believes Sutter may have made other offers for
Partnership and MRI I Units. As these Sutter offers were unregistered, Madison's
knowledge of their terms is limited to that disclosed in the solicitation
materials, and Madison does not know what the results of these offers were.
Madison understands, based on Sutter's tender of Partnership and MRI I Units
into Madison's offers, that Sutter owned an aggregate of 1,557 Units in the
Partnership and 478 Units in MRI I prior to the date of its tenders.
Sutter will tender to the Purchaser any Partnership and MRI I
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 I 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 and in the Supplements
thereto is incorporated herein by reference.
Item 11. Additional Information.
(a) The information set forth in "Introduction - Establishment of
the Offer Price" and Section 14 - "Certain Legal Matters" in the Offer to
Purchase and in the Supplements thereto is incorporated herein by reference.
(b) None.
Item 12. Exhibits.
(a)(9) Press release, dated November 14, 2001.
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: November 14, 2001
MADISON LIQUIDITY INVESTORS 117, 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)(9) Press release, dated November 14, 2001.