-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EK6g0noLG+R/Ra7E0q19n7PrWfeMW9Vi9Pgll3jMubn3B4vVb/R4xaoH2JrEUNJa eUPT15wS6HyEK7/iMrzTrg== 0000928385-96-001708.txt : 19961224 0000928385-96-001708.hdr.sgml : 19961224 ACCESSION NUMBER: 0000928385-96-001708 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19961223 SROS: NONE GROUP MEMBERS: HOST MARRIOTT CORP/MD GROUP MEMBERS: MHP ACQUISITION CORP. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MARRIOTT HOTEL PROPERTIES LTD PARTNERSHIP CENTRAL INDEX KEY: 0000784711 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 521436985 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47421 FILM NUMBER: 96684985 BUSINESS ADDRESS: STREET 1: 10400 FERNWOOD RD CITY: BETHESDA STATE: MD ZIP: 20058 BUSINESS PHONE: 3013809000 MAIL ADDRESS: STREET 1: 10400 FERNWOOD RD STREET 2: DEPT 908 CITY: BETHESDA STATE: MD ZIP: 20817 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HOST MARRIOTT CORP/MD CENTRAL INDEX KEY: 0000314733 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 530085950 STATE OF INCORPORATION: DE FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 10400 FERNWOOD RD CITY: BETHESDA STATE: MD ZIP: 20817 BUSINESS PHONE: 3013809000 MAIL ADDRESS: STREET 1: 10400 FERNWOOD RD CITY: BETHESDA STATE: MD ZIP: 20817 FORMER COMPANY: FORMER CONFORMED NAME: HOST MARRIOTT CORP DATE OF NAME CHANGE: 19931108 FORMER COMPANY: FORMER CONFORMED NAME: MARRIOTT CORP DATE OF NAME CHANGE: 19920703 SC 14D1/A 1 AMENDMENT NO. 1 TO SCHEDULE 14D-1 --------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------- SCHEDULE 14D-1/A Amendment No. 1 Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 MARRIOTT HOTEL PROPERTIES LIMITED PARTNERSHIP (Name of Subject Company) MHP ACQUISITION CORP. HOST MARRIOTT CORPORATION (Bidders) Units of Limited Partnership Interest (Title of Class of Securities) None (CUSIP Number of Class of Securities) --------- Christopher J. Nassetta J. Warren Gorrell, Jr., Esq. MHP Acquisition Corp. Joseph G. Connolly Jr., Esq. Host Marriott Corporation Hogan & Hartson L.L.P. 10400 Fernwood Road 555 13th Street, N.W. Bethesda, MD 20817 Washington, D.C. 20004-1109 (301) 380-9000 (202) 637-5600 (Name, address and telephone number of persons authorized to receive notices and communications on behalf of Bidders) ------------------ This Amendment No. 1 to the Tender Offer Statement on Schedule 14D-1 relates to the offer by MHP Acquisition Corp., a Delaware corporation (the "Purchaser") and wholly owned direct subsidiary of Host Marriott Corporation, a Delaware corporation (the "Parent"), to purchase 450 outstanding units of limited partnership interest (the "Units") in Marriott Hotel Properties Limited Partnership, a Delaware limited partnership (the "Partnership"), at a price of $80,000 per Unit, net to the seller in cash without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase dated November 19, 1996 (the "Offer to Purchase"), and the related Letter of Transmittal including supplements thereto, copies of which are attached hereto as Exhibits (a)(1) and (a)(2), which collectively constitute the "Offer." By letter dated December 23, 1996 (the "Amendment Letter"), the Purchaser revised the Offer to extend the period of time for which the Offer is open until 6:00 p.m., New York City time, on Friday, January 10, 1997. In the event more than 450 Units are validly tendered and not properly withdrawn on or prior to 6:00 p.m. on Friday, January 10, 1997 (the "Expiration Date"), the Purchaser will, upon the terms and subject to the conditions of the Offer, accept for payment 450 Units on a pro rata basis based upon the number of Units properly tendered by the Expiration Date and not withdrawn. xi -2- Item 10. Additional Information to be Furnished -------------------------------------- (f) Item 10(f) is hereby amended to add the following: The information set forth in the Amendment Letter and the Supplemental Question and Answer Brochure which are attached as exhibits (a)(5) and (a)(4)(i) hereto are incorporated herein by reference. Item 11. Material to be Filed as Exhibits -------------------------------- (a)(1) Offer to Purchase, dated November 19, 1996* (a)(2) Letter of Transmittal* (a)(3) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9* (a)(4) Form of Letter from General Partner to Unitholders with attached Question and Answer Brochure* (a)(4)(i) Form of Supplemental Question and Answer Brochure (a)(5) Amendment Letter (a)(6) Press Release dated December 23, 1996 (b)-(f) Not applicable - -------------- * Previously Filed -3- SIGNATURES After due inquiry, and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. MHP ACQUISITION CORP. Dated: December 23, 1996 By: /s/ Christopher J. Nassetta -------------------- ---------------------------- Name: Christopher J. Nassetta Title: President HOST MARRIOTT CORPORATION Dated: December 23, 1996 By: /s/ Christopher J. Nassetta ------------------ ---------------------------- Name: Christopher J. Nassetta Title: Executive Vice President -4- EX-99.A.4.I 2 FORM OF SUPP. Q&A BROCHURE Exhibit (a)(4)(i) MARRIOTT HOTEL PROPERTIES LIMITED PARTNERSHIP SUPPLEMENTAL QUESTION AND ANSWER SHEET (1) HOW WOULD ACCEPTING THE OFFER AFFECT ME FROM A TAX PERSPECTIVE IN 1997? We strongly suggest that Unitholders considering tendering their Units consult their tax advisors with specific reference to their own tax situations. Assuming that you are an individual U.S. taxpayer, that you purchased a single Unit in the original offering, and that there is no proration of tendered Units, if you tender your Unit you will realize estimated total taxable income of $148,400. An estimated $143,300 would be characterized as capital gain and the remaining $5,100 would be characterized as ordinary income. Assuming a capital gain tax rate of 28% and that you are paying taxes at the highest marginal individual federal income tax rate of 39.6% on ordinary income, you would have an estimated total federal income tax liability of $42,144 for 1997 on your 1997 Unit sale. If the closing date occurs on or prior to January 31, 1997, you would not have any income from operations for 1997 allocated to you. Your cash tax liability could be less if you have unused passive activity loss carryforwards from this Partnership or from other passive investments. If your investment in the Partnership is and has been your only investment in a passive activity the General Partner projects that you would have a passive activity loss carryforward of $39,500, assuming that you have properly accounted for your passive activity investment over the years. The income that you recognize from a sale of your Unit will be income from a passive activity. You are able to deduct passive activity loss carryforwards from prior years from your income for the current year to the extent of your net passive activity income for the year. Thus, if your net passive activity income equals or exceeds your net passive activity loss carryforward from prior years, the full amount of the carryforward losses may be deducted. The passive activity loss rules govern the timing of passive activity loss utilization; however, the character of the losses is unaffected by the passive activity loss rules. Accordingly, any passive activity loss carryforwards that you have from this Partnership will be ordinary in character, even though a substantial portion of the passive activity income permitting these loss carryforwards to be used is capital gain. If more than 450 Units are tendered and you tender your Unit, the Purchaser will purchase a pro rata portion of your Unit. In this case, the basis of your Unit would also need to be prorated between the portion of your Unit which is sold and the portion which you retain. For example, if 600 Units are tendered the Purchaser will purchase 75% of your Unit and you will retain the fraction of the Unit (25%) not accepted for purchase as a result of the proration. Your taxable income in this case would be 75% of the amount above. 1 The computation of your 1997 federal tax liability relating to the sale of a Unit that is tendered under two different scenarios is illustrated below:
450 UNITS 600 UNITS ARE TENDERED ARE TENDERED (NO PRORATION) (PRORATION) -------------- ------------ Amount Realized Cash received................................... $ 80,000 $ 60,000 Relief of nonrecourse debt...................... 184,300 138,225 -------- -------- Total Amount Realized............................. $264,300 $198,225 ======== ======== Less: Adjusted Basis in Partnership Unit Estimated Capital account at 12/31/96........... $(79,100) $(59,325) Share of nonrecourse debt....................... 184,300 138,225 Syndication costs............................... 10,700 8,025 -------- -------- Net adjusted basis in Partnership Unit............ $115,900 $ 86,925 ======== ======== Capital gain on sale............................ 143,300 107,475 Ordinary gain on sale........................... 5,100 3,825 -------- -------- Total gain on sale................................ $148,400 $111,300 ======== ======== Tax on estimated capital gain (28%)............... $ 40,124 $ 30,093 Tax on estimated ordinary income from sale of Unit (39.6%).......................................... 2,020 1,515 -------- -------- Total estimated federal tax liability............. $ 42,144 $ 31,608 ======== ======== Cash net of taxes paid Cash purchase price............................. $ 80,000 $ 60,000 Estimated tax liability......................... 42,144 31,608 -------- -------- Net cash........................................ $ 37,856 $ 28,392 ======== ========
If your Unit is prorated as a result of more than 450 Units being validly tendered, you will continue to own the prorated portion of the unit which is not purchased by the Purchaser. Accordingly, you will continue to receive cash distributions, and taxable income and loss allocations for this portion of the Unit. Your adjusted basis in your prorated Unit in this example would equal the remaining portion of the adjusted tax basis of the Unit as shown above (including the allocable portion of the debt for your prorated Unit at that time), plus the amount of any taxable income allocated to your prorated Unit after consummation of the Offer, less the amount of any cash distributions or losses allocated to your prorated Unit after consummation of the Offer. (2) WHAT OTHER FACTORS MAY IMPACT THE TAX CONSEQUENCES OF THIS INVESTMENT IF I RETAIN MY UNIT? The future tax consequence of retaining your Unit will be impacted by several factors, including the operations of the Hotels, the need for further capital improvements, the terms of the mortgage debt obtained as a result of the required refinancings and future tax legislation. One point that you should be aware of is that the Partnership has benefited from a tax perspective because the original Hotel improvements have been depreciated based on a 15 year useful life. These depreciation deductions have reduced the taxable income allocated to each Unit by approximately $9,000 per year. Since this depreciation benefit will expire after the year 1999 for the Harbor Beach Hotel, and after the year 2000 for the Orlando Hotel, investors should anticipate commensurate increases in taxable income, with no corresponding increase in cash distributions, ignoring the impact of the other factors. 2 EX-99.A.5 3 AMENDMENT LETTER Exhibit (a)(5) MHP ACQUISITION CORP. _________________________________________________________ DEPARTMENT 924.25 301/380-2070 0400 FERNWOOD ROAD BETHESDA, MARYLAND 20817 December 23, 1996 RE: TENDER OFFER FOR UNITS OF MARRIOTT HOTEL PROPERTIES LIMITED PARTNERSHIP Dear Unitholder: MHP Acquisition Corp. (the "Purchaser") is extending its Offer to purchase your units of limited partnership interest ("Units") in Marriott Hotel Properties Limited Partnership (the "Partnership") at a net cash price per Unit of $80,000 until Friday, January 10, 1997. As of December 20, 1996, 392 Units had been validly tendered pursuant to the Offer. Our Offer was originally sent to you on November 19, 1996 (the "Offer to Purchase") and was originally set to expire on December 20, 1996. Unless otherwise defined herein, capitalized terms in this letter have the same meaning as in the Offer to Purchase. The amended term of the Offer set forth below (the "Amendment") supplement and should be read in conjunction with the Offer to Purchase, which, except to the extent modified by this letter, is incorporated herein by reference. THE AMENDMENT OFFER EXTENDED TO FRIDAY, JANUARY 10, 1997. The Purchaser's Offer hereby is amended to extend the period of time for which the Offer is open until 6:00 p.m., New York City time, on Friday, January 10, 1997 (the "Expiration Date"). Accordingly, the Offer, proration period and withdrawal rights now will expire at such time and the sale of Units by Unitholders pursuant to the Offer will be a 1997 transaction for tax purposes. The Purchaser will continue to have the discretion to extend the Offer further. See "The Tender Offer--Section 1-- Terms of the Offer, Expiration Date and Proration." Units which have previously been validly tendered and not withdrawn constitute valid tenders for purposes of the Offer as amended. In order to tender your Units pursuant to the Offer, a properly completed and duly executed Letter of Transmittal (or facsimile thereof) with any required signature guarantees and any other documents required by the Letter of Transmittal must be received by the Depositary at its address set forth on the back cover of the Offer to Purchase on or prior to the Expiration Date, as amended by this letter. See "The Tender Offer--Section 3--Procedures for Accepting the Offer and Tendering Units." The Offer is conditioned upon, among other things, satisfaction of the Minimum Tender Condition and the Limited Partners Consent Condition. The Offer to Purchase and the Letter of Transmittal contain important information which should be read carefully before any decision is made with respect to the Offer. As an update to our previous disclosure, the holder of a .5 Unit, who is an officer of the Parent and who will be leaving his position at the end of the year, has advised the Parent that he is undecided as to his vote on the proposed amendments to the Partnership Agreement and as to whether or not he will be tendering his .5 Unit. Additional copies of the Offer to Purchase, the Letter of Transmittal and other tender offer materials may be obtained from the Information Agent, Trust Company of America, 7103 South Revere Parkway, Englewood, Colorado 80112-9523, phone: (800) 955-9033. * * * * * A supplement to the Question and Answer Sheet previously sent to you is being furnished with this letter to provide answers to certain questions relevant to extending the Expiration Date until January 10, 1997. If you have any questions about the Offer, or need help in completing the Letter of Transmittal, please call the Information Agent. If you have any questions regarding Partnership operations, please call Host Marriott Investor Relations at (301) 380-2070. We thank you for your consideration and prompt attention to this matter. Very truly yours, MHP ACQUISITION CORP. [SIGNATURE] Christopher J. Nassetta President 2 EX-99.A.6 4 PRESS RELEASE Exhibit (a)(6) [LETTERHEAD OF HOST MARRIOTT CORPORATION APPEARS HERE] HOST MARRIOTT EXTENDS TENDER FOR PARTNERSHIP UNITS BETHESDA, MD, December 23, 1996 -- Host Marriott Corporation (NYSE: HMT) today announced that it has extended the offering period to January 10, 1997 for its offer to purchase 45 percent of the limited partnership units of the Marriott Hotel Properties Limited Partnership (MHP). The offering price has remained unchanged at $80,000 per unit, or $36,000,000. MHP owns the 1,503-room Marriott Orlando World Center hotel and a 50.5 percent partnership interest in the 624-room Marriott Harbor Beach Resort, located in Ft. Lauderdale. The company previously announced that the tender offer is subject to a number of conditions, including the tender of a minimum of 45 percent of the total units outstanding. As of Friday, December 20, 1996, 392 units, or 39% of the total units outstanding, have been tendered. The offer will expire at 6:00 p.m., New York City time on Friday, January 10, 1997, unless extended. Host Marriott is a lodging real estate company which currently owns, or holds controlling interests in, 79 upscale and luxury full-service hotel properties operated primarily under the Marriott and Ritz-Carlton brand names. The company also serves as general partner and holds minority interests in various unconsolidated partnerships that own 253 lodging properties, 33 of which are full-service hotels. # # # -----END PRIVACY-ENHANCED MESSAGE-----