SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
Pursuant to Section 14(d)(4) of the Securities Exchange Act of 1934
MARRIOTT HOTEL PROPERTIES II
LIMITED PARTNERSHIP
(Name of Subject Company)
MacKenzie Patterson Special Fund 2, L.P.
(Name of Person(s) Filing Statement)
Units of Limited Partnership Interest
(Title of Class of Securities)
None
(CUSIP Number of Class of Securities)
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C. E. Patterson Paul J. Derenthal, Esq.
MacKenzie Patterson, Inc. Derenthal & Dannhauser
1640 School Street, Suite 100 455 Market Street, Suite 1600
Moraga, California 94556 San Francisco, California 94105
(510) 631-9100 (415) 243-8070
(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications on Behalf of Persons Filing Statement)
The Schedule 14D-9 of MacKenzie Patterson Special Fund 2, L.P. concerning
the tender offer by MHP II Acquisition Corp. for units of limited partnership
interest of Marriott Hotel Properties II Limited Partnership is hereby amended
to file as an additional exhibit the Exhibit 2 described below and attached
hereto:
Item 9. Material to be Filed as Exhibits
Exhibit No.
Exhibit 2 Press Release dated Monday, May 13, 1996
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SIGNATURE
After reasonable inquiry, and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: May 13, 1996 MACKENZIE PATTERSON SPECIAL FUND 2, L.P.
a California Limited Partnership
By: MACKENZIE PATTERSON, INC., General
Partner
By: _/S/ VICTORIAANN TACHEIRA___________
Victoriaann Tacheira, Vice President
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EXHIBIT 2
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PRESS RELEASE
FOR IMMEDIATE RELEASE
MacKenzie Patterson Special Fund 2, L.P.
1640 School Street, Suite 100
Moraga, California 94556
Telephone: 510-631-9100
May 13, 1996
RE: MHP II Acquisition Corp. Tender Offer for Units of Marriott Hotel
Properties II Limited Partnership
MacKenzie Patterson Special Fund 2, L.P. ("MPSF2") is a holder of limited
partnership interests ("Units") in Marriott Hotel Properties II Limited
Partnership (the "Partnership"). MPSF2, through MacKenzie Patterson, Inc.
("MPI"), its general partner, has published a Notice to Unitholders (the
"Notice") in opposition to the tender offer for Units dated April 18, 1996 (the
"Offer"), by MHP II Acquisition Corp. ("MHPII") , an affiliate of the general
partner of the Partnership. Each of the general partner and MHPII is a
subsidiary of Host Marriott Corporation ("Host").
In the Notice, MPSF2 stated, in part:
..."While Host engaged American Appraisal Associates, Inc. ("AAA") to
render its opinion as to the fairness of the Offer, Host has indicated it did
not review the valuation provided by AAA, nor did Host provide its own valuation
of the units. MPI believes that, as an affiliate of the General Partner of MHP
II, which has a fiduciary duty to the limited partners, Host should provide its
own internal valuation of the units and disclose its method of valuation. In the
absence of such valuation, Host should render an opinion as to the validity of
the valuation provided by AAA. Host's failure to provide such information puts
the limited partners at a significant disadvantage in evaluating the Offer. It
seems inconceivable that Host, involved in owning, financing and operating a
vast number of hotels, and proposing to invest in excess of $93 million in
purchasing MHP II units, has not performed an analysis of the value of the
underlying hotels, or has no opinion on such valuation."
The statement that "Host has indicated it did not review the valuation
provided by AAA..." was intended primarily to convey that Host Marriott, the
parent of the bidder and affiliate
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of the general partner of the Partnership, has not provided its analysis of
the valuation provided by AAA or stated whether the values were reasonably
accurate, on the one hand, or inadequate, on the other. As the fiduciary charged
with assuring that the limited partners receive the best possible return on
their investment, the general partner should, in MPSF2's opinion, determine
whether it believes the value determined by the independent appraisal is
accurate and whether the resulting price is reasonable. In addition, on or about
April 23, 1996, C.E. Patterson had separate telephone conversations with each of
Bruce Stemerman and Christopher Nassetta, the presidents of the general partner
and the MHPII, respectively, in which Mssrs. Stemerman and Nassetta each advised
Mr. Patterson that they had no comment on the AAA appraisal and disclaimed any
substantive analysis of the appraisal. They each advised Mr. Patterson to
address any comments on the appraisal directly to AAA. Mr. Patterson provided
AAA with detailed written comments questioning the appraisal, which were
summarized briefly in the notice. When Mr. Patterson contacted AAA to provide it
with his comments, AAA responded that it would not address questions concerning
its appraisal unless and until instructed to do so by Marriott. To date, no
further response has been received by Mr. Patterson from AAA or Marriott.
For further information, contact C.E. Patterson at 510.631.9100.
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