Exhibit 2.1
AGREEMENT AND PLAN OF MERGER
MERGING
ATLANTA MARRIOTT MARQUIS LIMITED PARTNERSHIP
WITH AND INTO
ATLANTA MARRIOTT MARQUIS II LIMITED PARTNERSHIP
ARTICLE I
Name of Constituent Partnerships
1. The names of the constituent partnerships are Atlanta Marriott Marquis
Limited Partnership, a Delaware limited partnership ("AMMLP") and Atlanta
Marriott Marquis II Limited Partnership, a Delaware limited partnership (the
"Partnership").
2. The name of the surviving partnership is Atlanta Marriott Marquis II
Limited Partnership, a Delaware limited partnership, and subsequent to the
merger its name will remain unchanged.
ARTICLE II
Interests in Constituent Partnerships
1. The partnership interests of AMMLP are owned by the following persons:
Name Partnership Interest Percentage
---- -------------------- ----------
Marriott Marquis Corporation General Partner 1.00%
Marriott Marquis Corporation Class B Limited Partner 19.00%
Various investors Class A Limited Partners 80.00%
2. The partnership interests of the Partnership are owned by the following
persons:
Name Partnership Interest Percentage
---- -------------------- ----------
Marriott Marquis Corporation General Partner 99.00%
Christopher G. Townsend Limited Partner 1.00%
3. As to each party to the merger, the percentage interests voted for and
against the merger are as follows:
Partnership Percentage Percentage Interest
Partnership Interest Outstanding Voted For Voted Against
- ----------- -------- ----------- --------- -------------
AMMLP General Partner 1 1 0
Class B Limited Partner 19 19 0
Class A Limited Partners 80 As immediately set forth below
The Class A Limited Partners' 80% ownership of AMMLP is divided into 530
units of limited partnership interest ("Unit(s)"). Each holder of Units is
entitled to cast one vote for each Unit held of record; holders of half-Units
are entitled to cast half a vote for each half-Unit held of record. The Class A
Limited Partners voted their Units for the merger as follows:
Units voted for 304.23
Units voted against 23.9167
Units abstained 10.25
The holders of the balance of the Units did not vote.
Partnership Percentage Percentage Interest
Partnership Interest Outstanding Voted For Voted Against
- ----------- -------- ----------- --------- -------------
Partnership General Partner 99 99 0
Limited Partner 1 1 0
ARTICLE III
Terms and Conditions of Merger
1. Upon the filing of a Certificate of Merger with the Delaware Secretary
of State, the separate existence of AMMLP shall cease, and said partnership
shall be merged (in accordance with the provisions of this plan) into the
Partnership, which shall survive such merger and shall, without other transfer,
succeed to and possess all the rights, privileges, immunities, powers and
purposes of AMMLP, and all property, real and personal, and every other asset of
AMMLP shall vest in the Partnership without further act or deed. As the
surviving partnership, the Partnership shall assume and be liable for the
obligations and liabilities of AMMLP, and no liability or obligation due or to
become due, claim or demand for any cause existing against AMMLP or any partner
thereof shall be released or impaired by such merger.
2. In consideration for AMMLP's contribution of its assets as provided in
Paragraph 1 of this Article III, on the effective date, the Partnership shall
issue to the partners of AMMLP the number of units of limited partnership
interest in the Partnership shown opposite the name of each such partner on
Exhibit 1 attached hereto and made a part hereof.
3. The Partnership shall pay all costs and expenses of carrying this plan
into effect and accomplishing this merger.
ARTICLE IV
Partnership Agreement of Surviving Partnership
The partnership agreement of the Partnership as of the effective date of
the merger shall continue in full force and effect until amended in accordance
with its terms or as permitted by the provisions of the laws of the State of
Delaware.
ARTICLE V
Effective Date
The effective date of this Agreement and Plan of Merger shall be 9:00 a.m.
on December 31, 1997.
ATLANTA MARRIOTT MARQUIS
LIMITED PARTNERSHIP
By: Marriott Marquis Corporation
General Partner
By: /s/ Patricia K. Brady
---------------------------
Patricia K. Brady, Vice President
ATLANTA MARRIOTT MARQUIS II
LIMITED PARTNERSHIP
By: Marriott Marquis Corporation
General Partner
By: /s/ Patricia K. Brady
--------------------------
Patricia K. Brady, Vice President