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ACCELERATED HIGH YIELD GROWTH FUND v HMC HOTEL PROPERTIES II Click to find out why . . .


Keywords & Phrases
CaseNo: C.A. No. 18,254, CourtCode: CC, CourtName: IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE, Plaintiff: ACCELERATED HIGH YIELD GROWTH FUND, State: DE Delaware, UniqueCaseRef: DE>CC>00018254, Partnership, Host Marriott, Hotel Properties, General Partner, Merger, Partnership Agreement, Hmcp2, Times Relevant, Delaware, Complaint, Allegations Set, Proposed Amendments, Admit, Paragraph, Individual Defendants, Patterson Special Fund, Allegations, Consent Statement, Host, Income Fund, Hmc Hotel Properties, Affiliates, Llc, Limited Partnership, Marriott, Fiduciary Duty, Appraisals, Paragraph Purport, Summarize, Speaks, Hotel, Connection, Independent Appraisers, Responses , ContentID: 120240198

Case Documents
1 2000-10-17 ANSWER
[ see first page and extracted highlights below  ] ItemID: 100946 		14 pages
PDF
2 2000-08-23 COMPLAINT
[ see first page and extracted highlights below  ] ItemID: 100947 		35 pages
PDF
Total Documents: 2 documents , 49 pages
Price: $ 24.95


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1 . ANSWER

EXTRACTED KEY WORDS 
ADMIT
PARAGRAPH
ALLEGATIONS
HOST
LIMITED PARTNERSHIP
MARRIOTT
DEFENDANTS
GENERAL PARTNER
PARAGRAPH PURPORT
SUMMARIZE
SPEAKS
HOTEL
RESPONSES
PLAINTIFFS
DELAWARE
MERGER
INFORMATION SUFFICIENT
TRUTH
RECORD OWNER
REIT
HMC
MHP
PARTNERSHIP AGREEMENT
PARAGRAPH STATE
FUND
LLC
AMENDMENTS
AFFILIATES
OPERATING

                                                                                                   /
                 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE                                
                              IN AND FOR NEW CASTLE COUNTY


ACCELERATED  HIGH YIELD GROWTH FUND,
LTD., et al.,

                         Plaintiffs;,

           v.                                                 CA. No. 18254

HMC HOTEL PROPERTIES II LIMITED
P                                                                                    1
 ARTNERSHIP, a Delaware limited partnership,
et al.,                                                                              i

                         Defendants.
                         -.--------I

                                             ANSWIm

                   Defendants HMC Hotel Properties II Limited Partnership, Host MHP Two

Corporation, Bruce F. Stemerman, Christopher G. Townsend and Host Marriott Corporation

("Host") hereby respond to the respective paragraphs of the Complaint as follows:

                   1.    Defendants are without knowledge or information sufficient to form a

belief as to the truth of the allegations of this paragraph, except they admit that Accelerated High

Yield Growth Fund II, Ltd. was the record owner of one half of a unit of limited partnership

interest (a "Unit") in Marriott Hotel Properties II Limited Partnership (the "Partnership").

                   2.    Defendants are without knowledge or information sufficient to form a

belief as to the truth of the allegations of this paragraph, except they admit that Cal-Kan, Inc.

the record owner of one Unit i,n the Partnership.
                   3.    Defen.dants  are without knowledge or information sufficient to form a

belief as to the truth of the allegations of this paragraph, except they admit that MacKenzie

Patterson Special Fund 2, LP was the record owner of eighteen Units in the Partnership.
SNIPPETS:
  • ACCELERATED HIGH YIELD GROWTH FUND,
  • Defendants HMC Hotel Properties II Limited Partnership, Host MHP Two
  • Defendants are without knowledge or information sufficient to form a
  • belief as to the truth of the allegations of this paragraph, except they admit that
  • Ltd. was the record owner of one half of a unit of limited partnership
  • interest in Marriott Hotel Properties II Limited Partnership.
  • LLC was the record owner of one half of a Unit in the Partnership.
  • was formed under Delaware law in 1988,
  • its name after the merger until June 30, 1999, when the Partnership's name changed to HMC
  • that, from the formation of the Partnership until December 30, 1998, the General Partner
  • it self as a real estate investment trust or REIT, Andy that, as part of that reorganization,
  • Hast's affiliates, that the remaining 50% interest in the Santa Clara Matriott Hotel Limited
  • and that the partnership agreement contained certain restrictions on the
  • L.P. (the "Operating Partnership") in return for units of limited partnership interests in
  • except admit that the allegations of this paragraph purport to
  • characterize or summarize a d,ocument, which speaks for itself.
  • except to the extent that the allegations of this paragraph state
  • necessary amendments to the Partnership Agreement, and that a Certificate Of Merger was
  • Defendants repeat and incorporate by reference herein their responses to
  • Plaintiffs' claims are barred by waiver and acquiescence.

    • 2 . COMPLAINT

    		EXTRACTED KEY WORDS 
    PARTNERSHIP
DEFENDANTS
HOTEL PROPERTIES
GENERAL PARTNER
PLAINTIFFS
MERGER
PARTNERSHIP AGREEMENT
HMCP2
TIMES RELEVANT
COMPLAINT
ALLEGATIONS SET
DELAWARE
PROPOSED AMENDMENTS
INDIVIDUAL DEFENDANTS
PATTERSON SPECIAL FUND
CONSENT STATEMENT
INCOME FUND
HMC HOTEL PROPERTIES
AFFILIATES
LLC
FIDUCIARY DUTY
APPRAISALS
CONNECTION
INDEPENDENT APPRAISERS
PATTERSON WESTERN SECURITIES
MORAGA GOLD
DISPOSITION
ACQUISITION
UNANIMOUS CONSENT

            IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

                          IN AND FOR NEW CASTLE COUNTY


Accelerated High Yield Growth Fund, Ltd.,
Cal-&m, Inc., MacKenzie Patterson Special
Fund 2, LP, MacKenzie Patterson Special Fund
4, LLC, MacKenzie Patterson Special Fund, LP,
Pat Patterson Western Securities PSP,
Previously Owned Partnerships Income Fund, LP,
Specified Income Fund, LP, JDF & Associates,
LLC, Moraga Gold, LLC, and Steven Gold,

                         Plaintiffs,

                  V.

HMC Hotel Properties II Limited Partnership,
a Delaware limited partnership, Host MHP
Two Corporation, a Delaware corporation,
Bruce F. Stemerman, Christopher G. Townsend
and Host Marriott Corporation,

                         Defendants.


                                        COMPLAINT

         Plaintiffs, for their complaint against the defendants herein, allege on personal

knowledge as to their own acts and on information and belief as to the acts of others as

follows:

                                        THE PARTIES

         1.     PlaintiffAccelerated High Yield Growth Fund II, Ltd. is a Florida corporation.

At all times relevant to the allegations set forth in this complaint, it was the record and


CBS:7368,WPD



ben8eticial owner of one half of a unit of limited partnership interest (a "Unit") in defendant

HMC Hotel Properties II Limited Partnership ("HMCP2").
    SNIPPETS:
  • IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
  • Accelerated High Yield Growth Fund, Ltd., Cal-&m, Inc., MacKenzie Patterson Special Fund 2,
  • HMC Hotel Properties II Limited Partnership, a Delaware limited partnership, Host MHP Two
  • Plaintiffs, for their complaint against the defendants herein, allege on personal
  • At all times relevant to the allegations set forth in this complaint,
  • HMC Hotel Properties II Limited Partnership.
  • record and beneficial owner of nineteen Units in defendant HMCP2.
  • Plaintiff Pat Patterson Western Securities PSP was at all times relevant to the
  • Plaintiff Moraga Gold, LLC is a California limited partnership.
  • Defendant Host MHP Two Corporation (the "General Partner") is a Delaware
  • On December 30, 1998, HMC Properties II Merger Limited
  • defendant Host Marriott Corporation.
  • the individual defendants, as well as its indirect ownership of more than a majority of the
  • acquired from Host Marriott or affiliates of Host Marriott three hotels - the Marriott
  • In connection with the tender offer, and taking advantage of the pent-up demand for
  • Units acquired by MHPII Acquisition Corp. as well as to enhance the ability of MHPII
  • ope:rative limited partnership agreement at all times relevant to this complaint and is
  • HMCP2 Supplement are referred to collectively as the "Consent Statement."
  • disposition of Hotel Properties to an affiliate of the General Partner,
  • requirement that copies of the appraisals accompany the notice sent to limited partners.
  • protlsction that having three independent appraisers appraise the Hotel Properties afforded
  • The General Partner Failed to Disclose or Obtain the Proper Vote Required to Adopt the
  • adoption of the proposed amendments required the unanimous consent
  • this Agreement is intended or shall be construed to contract away the fiduciary duty of the
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