Securities and Exchange Commission
Washington, D.C. 20549
Form 8-K
Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 10, 1998
ATLANTA MARRIOTT MARQUIS II LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
Delaware 0-14374 52-1427553
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
10400 Fernwood Road, Bethesda, MD 20817
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: 301-380-2070
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ITEM 5. OTHER EVENTS
Atlanta Marriott Marquis II Limited Partnership (the "Partnership") is one of
eight limited partnerships which is included in a proposed acquisition by merger
into subsidiaries of Host Marriott, L.P., as described in the preliminary
Prospectus/Consent Solicitation Statement as filed with the Securities and
Exchange Commission on Form S-4 (SEC File No. 333-55807) on June 2, 1998, as
amended. On September 10, 1998, the General Partner sent to the Limited Partners
of the Partnership a letter to inform them that September 18, 1998 will be the
record date for voting in the forthcoming consent solicitation. Those limited
partners whose ownership is reflected on the records of the General Partner as
of September 18, 1998 will be eligible to vote on the merger and proposed
amendments to the partnership agreement of the Partnership.
Such letter is being filed as an exhibit to this Current Report on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
99.1 Letter from the General Partner to the Limited Partners
of the Partnership, dated September 10, 1998.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
ATLANTA MARRIOTT MARQUIS II
LIMITED PARTNERSHIP
By: MARRIOTT MARQUIS CORPORATION
General Partner
September 16, 1998 By: /s/ Earla L. Stowe
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Name: Earla L. Stowe
Title: Vice President and Chief
Accounting Officer
EXHIBIT INDEX
Exhibit No.: Description:
99.1 Letter from the General Partner to the
Limited Partners of the Partnership,
dated September 10, 1998