Exhibit (a)(5)
MHP ACQUISITION CORP. _________________________________________________________
DEPARTMENT 924.25 301/380-2070
0000 XXXXXXXX XXXX
XXXXXXXX, XXXXXXXX 00000
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Units which have previously been validly tendered and not withdrawn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 00000-0000, phone: (000) 000-0000.
* * * * *
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 (000) 000-0000.
We thank you for your consideration and prompt attention to this matter.
Very truly yours,
MHP ACQUISITION CORP.
[SIGNATURE]
Xxxxxxxxxxx X. Xxxxxxxx
President
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