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Marriott Diversified American Hotels LP · 10-12G · On 6/12/98

Filed On 6/12/98 · SEC File 0-24463 · Accession Number 928385-98-1229

  As Of                Filer                Filing    For/On/As Docs:Size              Issuer               Agent

 6/12/98  Marriott Diversified American..LP 10-12G                21:458                                    Donnelley R R & S..09/FA

Registration of Securities (General Form) — Form 10
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-12G      Form 10                                               46    237K 
 2: EX-3.A      Articles of Incorporation/Organization or By-Laws     49    244K 
 3: EX-10.A     Material Contract                                    116    407K 
 4: EX-10.B     Material Contract                                     13     53K 
 5: EX-10.C     Material Contract                                     10     41K 
 6: EX-10.D     Material Contract                                      8     34K 
 7: EX-10.E     Material Contract                                      9     38K 
 8: EX-10.F     Material Contract                                     11     34K 
 9: EX-10.G     Material Contract                                      5     24K 
10: EX-10.H     Material Contract                                      5     24K 
11: EX-10.I     Material Contract                                      5     24K 
12: EX-10.J     Material Contract                                     76    207K 
13: EX-10.K     Material Contract                                     53    163K 
14: EX-10.L     Material Contract                                      6     28K 
15: EX-10.M     Material Contract                                      2     11K 
16: EX-10.N     Material Contract                                      2     11K 
17: EX-10.O     Material Contract                                      7     27K 
18: EX-10.P     Material Contract                                     11     45K 
19: EX-10.Q     Material Contract                                     11     45K 
20: EX-10.R     Material Contract                                     11     46K 
21: EX-27       Financial Data Schedule                                2     10K

10-12G — Form 10
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Authority of the General Partner Business Certain Relationships and Related Transactions Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Competition Debt Financing Deferred Purchase Debt Description of Registrant's Securities Directors and Executive Officers Distributions and Allocations Executive Compensation Financial Information Financial Statements and Supplementary Data Financial Statements, Supplementary Data and Exhibits Indemnification of Directors and Officers Legal Proceedings Management Agreement Market for and Distributions on Limited Partnership Units and Related Security Holder Matters Mortgage Debt Notes to Financial Statements Organization of the Partnership Properties Recent Sales of Unregistered Securities Report of Independent Public Accountants Security Ownership of Certain Beneficial Owners and Management
1	1st Page - Filing Submission
3	Item 1. Business
"	Organization of the Partnership
"	Debt Financing
"	Mortgage Debt
4	Management Agreement
5	Competition
7	Item 2. Financial Information
10	Item 3. Properties
15	Item 4. Security Ownership of Certain Beneficial Owners and Management
"	Item 5. Directors and Executive Officers
16	Item 6. Executive Compensation
"	Item 7. Certain Relationships and Related Transactions
17	Item 8. Legal Proceedings
"	Item 9. Market for and Distributions on Limited Partnership Units and Related Security Holder Matters
18	Item 10. Recent Sales of Unregistered Securities
"	Item 11. Description of Registrant's Securities
"	Distributions and Allocations
19	Authority of the General Partner
22	Item 12. Indemnification of Directors and Officers
24	Item 13. Financial Statements and Supplementary Data
25	Report of Independent Public Accountants
30	Notes to Financial Statements
35	Deferred Purchase Debt
42	Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
"	Item 15. Financial Statements, Supplementary Data and Exhibits

10-12G 1st Page of 46 TOC Top Previous Next Bottom Just 1st

================================================================================

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES

PURSUANT TO SECTION 12(G) OF
THE SECURITIES EXCHANGE ACT OF 1934

MARRIOTT DIVERSIFIED AMERICAN HOTELS, L.P.
------------------------------------------

10400 FERNWOOD ROAD
BETHESDA, MARYLAND 20817

(301) 380-2070

DELAWARE 52-1646207
-------- ----------
(STATE OF ORGANIZATION) (I.R.S. EMPLOYER
IDENTIFICATION NUMBER)

10400 FERNWOOD ROAD
BETHESDA, MARYLAND 20817
-------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

(301) 380-9000
--------------
(REGISTRANTS TELEPHONE NUMBER INCLUDING AREA CODE)

Securities to be registered pursuant to Section 12(b) of the Act: None

Securities to be registered pursuant to Section 12(g) of the Act:

LIMITED PARTNERSHIP INTERESTS
-----------------------------
(TITLE OF CLASS)

================================================================================

10-12G 2nd Page of 46 TOC 1st Previous Next Bottom Just 2nd

Table of Contents
-----------------

[Download Table]

Page No.
--------

ITEM 1. Business...................................................... 2

ITEM 2. Financial Information......................................... 6

ITEM 3. Properties.................................................... 9

ITEM 4. Security Ownership of Certain Beneficial Owners and Management 14

ITEM 5. Directors and Executive Officers.............................. 14

ITEM 6. Executive Compensation........................................ 15

ITEM 7. Certain Relationships and Related Transactions................ 15

ITEM 8. Legal Proceedings............................................. 16

ITEM 9. Market for and Distributions on Limited Partnership Units and
Related Security Holder Matters............................... 16

ITEM 10. Recent Sales of Unregistered Securities....................... 17

ITEM 11. Description of Registrant's Securities........................ 17

ITEM 12. Indemnification of Directors and Officers..................... 21

ITEM 13. Financial Statements and Supplementary Data................... 23

ITEM 14. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure...................................... 41

ITEM 15. Financial Statements, Supplementary Data and Exhibits......... 41

10-12G 3rd Page of 46 TOC 1st Previous Next Bottom Just 3rd

ITEM 1. BUSINESS

DESCRIPTION OF THE PARTNERSHIP

Marriott Diversified American Hotels, L.P. (the "Partnership"), a Delaware
limited partnership, was formed on October 4, 1989 to acquire, own and operate
the following hotels (the "Hotels"): (i) the 395-room Fairview Park Marriott in
Virginia; (ii) the 399-room Dayton Marriott in Ohio; (iii) the 224-room Marriott
at Research Triangle Park in North Carolina; (iv) the 226-room Detroit Marriott
Southfield in Michigan; (v) the 224-room Detroit Marriott Livonia in Michigan;
and (vi) the 224-room Fullerton Marriott in California. The sole general
partner of the Partnership, with a 1% interest, is Marriott MDAH One Corporation
(the "General Partner"), a wholly-owned subsidiary of Host Marriott Corporation
("Host Marriott").

The Partnership is engaged solely in the business of owning and operating the
Hotels and therefore is engaged in one industry segment. The principal offices
of the Partnership are located at 10400 Fernwood Road, Bethesda, Maryland 20817.

The Hotels are operated as part of the Marriott full-service Hotel system and
are managed by Marriott Hotel Services, Inc. ("MHSI"), a wholly-owned subsidiary
of Marriott International, Inc. ("MII") under a long-term management agreement.
The Hotels have the right to use the Marriott name pursuant to the management
agreement and, if this agreement is terminated, the Partnership will lose that
right for all purposes (except as part of the Partnership's name). See Item 7
"Certain Relationships and Related Transactions".

The Hotels are among the premier properties in their markets and are
geographically diverse which may balance the Partnership's exposure to local and
regional economic risk, the Partnership also benefits from the Hotels' diversity
of principal market segments served with an overall balance between the group,
convention, business traveler and leisure traveler segments. The Partnership
has no plans to acquire any new properties or sell any of the existing
properties. See "Competition" and Item 3, Properties.

ORGANIZATION OF THE PARTNERSHIP

Partnership operations commenced on February 8, 1990 (the "Initial Closing
Date"). Between November 14, 1989 and the Initial Closing Date, 381 limited
partnership interests (the "Units") were sold pursuant to a private placement
offering. Between the Initial Closing Date and April 23, 1990 (the "Final
Closing Date"), the offering was completed with the sale of 33 additional Units.
The offering price per Unit was $100,000; $15,000 payable at subscription with
the balance due in three annual installments through June 20, 1992, or,
alternatively, $88,396 in cash at closing as full payment of the subscription
price. As of the Final Closing Date, 348.5 Units were purchased on the
installment basis, and 65.5 Units were paid in full. The limited partners'
obligation to make the installment payments is evidenced by promissory notes
(the "Investor Notes") payable to the Partnership and secured by the Units. The
General Partner contributed $418,182 in cash on the Initial Closing Date for its
1% general partnership interest.

On the Initial Closing Date, the Partnership executed a purchase agreement with
Host Marriott and certain of its affiliates to acquire the Hotels and the
Hotels' working capital and supplies for $157 million. Of the total purchase
price, $131.4 million was paid in cash from the proceeds of mortgage financing
and the initial installment on the sale of the Units with the remaining $25.6
million evidenced by a promissory note (the "Deferred Purchase Debt") payable to
Host Marriott.

DEBT FINANCING

Mortgage Debt
-------------

On June 30, 1993, the General Partner completed a restructuring of the
Partnership's first mortgage (the "Mortgage Debt"). Pursuant to the terms of the
restructuring, the original Mortgage Debt of $128 million was divided into two
notes, Note A with a principal balance of $85 million and Note B with a
principal balance of $43 million, which mature on December 15, 1999. In
addition, interest rate swap termination costs of $9.3 million relating to the
original Mortgage Debt were established as Note C with a maturity date of
December 15, 2010. The Partnership paid $12.3 million to the lender which was
applied as follows: $7.6 million to the interest due through closing, $3.0
million to fund a new debt service reserve (the "Reserve"), $1.0 million as a
loan extension fee, and $700,000 to principal. The 1992 purchase price
adjustment made by Host Marriott to the

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Partnership was applied toward the scheduled interest payment and to partially
fund the Reserve. The remainder of the payment was funded by a $2.0 million
loan from the General Partner and from the Partnership's operating cash. The
loan from the General Partner bears interest at the prime lending rate plus 1%
and matures on June 30, 2008.

Interest on Note A accrues at a floating rate, as elected by the Partnership,
equal to one percentage point over either the one, two, three or six-month
London Interbank Offered Rate ("LIBOR"). Principal amortization of $600,000 was
required in 1993 escalating annually to $1 million in 1998. To the extent that
operating profit is not sufficient to fund required Note A interest and
principal, then necessary funds will be drawn from the Reserve. The weighted-
average effective interest rate on Note A was 6.7% and 6.2% for 1997 and 1996,
respectively. Interest on Note B accrues at LIBOR. To the extent that
operating profit is not sufficient to fund Note B interest in any fiscal year,
then Note B interest is limited to cash available after payment of Note A
principal and interest. Unpaid Note B interest for any fiscal year is forgiven.
The weighted-average effective interest rate on Note B was 5.7% and 5.5% for
1997 and 1996, respectively. In addition, to the extent that there was cash
available after payment of principal and interest on Note A and interest on Note
B, then such remaining cash was split 50% to the Partnership, and 50% to a
mortgage escrow account (the "Mortgage Escrow"). The Mortgage Escrow was
applied annually 50% to the payment of additional principal on Note A, and 50%
to the principal on Note B, until the Partnership received a cumulative amount
equal to $7,352,000. The Partnership reached this cumulative amount in
September 1996. Thereafter, 100% of remaining cash flow is reserved in the
Mortgage Escrow, 25% to Note A and 75% to Note B. Note C bears no interest and
has no required principal amortization prior to its maturity.

The Mortgage Debt is secured by first mortgages on each of the Hotels, the
Partnership's interest in the Fullerton Hotel ground lease, the land on which
the remaining Hotels are located, the Partnership's interest in the Fairview
Park Hotel parking garage lease, a security interest in all of the personal
property associated with each Hotel, a security interest in the Partnership's
rights under the management and purchase agreement and a security interest in
the Partnership's deposit accounts.

Scheduled amortization and maturities of the Mortgage Debt at December 31, 1997
are (in thousands):

[Download Table]

1998.............. $ 1,000
1999.............. 111,678
2000.............. 0
2001.............. 0
2002.............. 0
Thereafter........... 9,336
--------
$122,014
========

As of December 31, 1993, Host Marriott's debt service guarantee on the original
Mortgage Debt totaling $13 million was fully exhausted. Advances under the
guarantee bear interest at the prime lending rate plus one-half percentage
point. For 1997 and 1996, the weighted-average effective interest rate was 8.9%
and 8.8%, respectively. These advances will be repaid from available cash flow
after payments of ground rent, Mortgage Debt Service, Partnership administrative
expenses in excess of Partnership interest income and retention by the
Partnership of an amount equal to 10% of the partners' contributed capital, as
defined. During 1997, no amounts were repaid to Host Marriott pursuant to the
debt service guarantees. In addition, the General Partner has provided a
foreclosure guarantee to the lender in the amount of $25 million. Pursuant to
the terms of the foreclosure guarantee, amounts would be payable only upon a
foreclosure on the Hotels and only to the extent that the gross proceeds from
the foreclosure sale were less than $25 million.

MATERIAL CONTRACTS

Management Agreement
--------------------

The Partnership entered into a hotel management agreement (the "Management
Agreement") on the Initial Closing Date with MII to manage the Hotels for an
initial 20-year term expiring December 31, 2009. During 1996, MII assigned all
of its interest in the Management Agreement to MHSI. MHSI has the option to
renew the Management Agreement on one or more of the Hotels for up to five
successive 10-year terms (four successive 10-year terms for the Fullerton
Hotel). MHSI earns a base management fee equal to 3% of gross sales.

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In connection with the 1993 loan restructuring, the Management Agreement was
modified. During the restructured loan term, no incentive management fees will
be accrued by the Partnership or be considered earned by MHSI until the entire
mortgage principal balance, together with accrued interest, is paid in full. No
incentive management fees have been paid to MHSI since the inception of the
Partnership.

Pursuant to the Management Agreement, the Hotels are managed and operated as
part of the Marriott full-service hotel system. The Marriott full-service hotel
system consists of Hotels, resorts and suites operated under the Marriott name.
At December 31, 1997, the Marriott full-service hotel system included 326
Marriott Hotels, Resorts and Suites located in 41 states, the District of
Columbia and 33 foreign countries with a total of 124,571 guest rooms.

Most full-service hotels operated by MII contain from 300 to 500 rooms.
However, the 19 convention hotels (18,500 rooms) operated by MII are larger and
contain up to 1,900 rooms. Marriott full-service hotel facilities typically
include swimming pools, gift shops, convention and banquet facilities, a variety
of restaurants and lounges and parking facilities. The 35 Marriott Resort
hotels (15,000 rooms) have additional recreational facilities, such as tennis
courts and golf courses. MII operates 10 full-service suite hotels (2,600
suites). Marriott Suites typically have about 250 suites, each consisting of a
living room, bedroom and bathroom. These properties have only limited meeting
space.

For additional information, see Item 7, Certain Relationship and Related
Transactions.

Ground Leases
-------------

The Partnership leases the land on which the Fullerton Hotel is located. The
initial term expires in 2019 with four successive 10-year renewals at the
Partnership's option. The lease provides for percentage rental equal to 2% of
gross room sales for each year, which increased to 4% in October 1995. Ground
rent expense incurred for this lease for the years ended December 31, 1997, 1996
and 1995 was $199,000, $185,000 and $99,000, respectively. The Partnership also
leases the land on which the Fairview Park Hotel parking garage is located. The
lease expires in 2085 and requires a nominal rental of $1 per year.

COMPETITION

The full-service segments of the lodging industry continue to benefit from a
favorable cyclical imbalance in the supply/demand relationship in which room
demand growth has exceeded supply growth, which has remained fairly limited.
The lodging industry posted strong gains in revenues and profits in 1997 as
demand growth continued to outpace additions to supply. The General Partner
believes that full-service hotel room supply growth will remain limited through
at least 1998. Accordingly, the General Partner believes this supply/demand
imbalance will result in improved room rates which should result in improved
REVPAR, or revenue per available room, and operating profit.

Following a period of significant overbuilding in the mid to late 1980s, the
lodging industry experienced a severe downturn. Since 1991, new full-service
hotel construction has been modest. Due to an increase in travel and an
improving economy, hotel occupancy has grown steadily over the past several
years, and room rates have improved. The General Partner believes that room
demand for full-service properties will remain stable over the next few years.

The Hotels compete with other major lodging brands in the regions in which they
operate. Competition in the regions is based primarily on the level of service,
quality of accommodations, convenience of locations, and room rates of each
hotel. The inclusion of the Hotels within the Marriott full-service hotel
system provides advantages of name recognition, centralized reservations and
advertising, system-wide marketing and promotion, centralized purchasing and
training and support services. Additional competitive information is set forth
in Item 3, "Properties" with respect to each Hotel.

CONFLICTS OF INTEREST

Because Host Marriott and its affiliates own and/or operate hotels other than
those owned by the Partnership, potential conflicts of interest exist. With
respect to these potential conflicts of interest, Host Marriott and its
affiliates retain a free right to compete with the Partnership's Hotels,
including the right to develop competing hotels now and in the future, in
addition to those existing hotels which may compete directly or indirectly.

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Under Delaware law, the General Partner has unlimited liability for obligations
of the Partnership unless those obligations are, by contract, without recourse
to the partners thereof. Under the Partnership Agreement, the General Partner
has broad management discretion over the business of the Partnership and with
regard to the operation of the Hotel. No limited partner may take part in the
conduct or control of the Partnership's business. The authority of the General
Partner is limited in certain respects, including acquiring an interest in other
hotel properties or other Partnerships and selling or otherwise disposing of the
Fairview Park Hotel or any other interest therein or more than two of the other
Hotels or any interest therein or incurring debt of the Partnership except as
set forth in the Partnership Agreement. For a discussion of limitations on the
authority of the General Partner, see Item 11, "Description of Registrant's
Securities -- Authority of the General Partner." Because certain actions taken
by the General Partner or the Partnership could expose the General Partner or
its parent, Host Marriott, to liability that is not shared by the limited
partners (for example, tort liability or environmental liability), this control
could lead to a conflict of interest. Under Delaware law, the General Partner
has a fiduciary duty to the Partnership and is required to exercise good faith
and loyalty in all its dealings with respect to Partnership affairs.

POLICIES WITH RESPECT TO CONFLICTS OF INTEREST

It is the policy of the General Partner that the Partnership's relationship with
the General Partner or any affiliate, or persons employed by the General Partner
are conducted on terms which are fair to the Partnership and which are
commercially reasonable. Agreements and relationships involving the General
Partner or its affiliate and the Partnership are on terms consistent with the
terms on which the General Partner or its affiliates have dealt with unrelated
partners.

The Partnership Agreement provides that agreements, contracts or arrangements
between the Partnership and the General Partner, other than arrangements for
rendering legal, tax, accounting, financial, engineering, and procurement
services to the Partnership by the General Partner or its affiliates, which
agreements will be on commercially reasonable terms, will be subject to the
following conditions:

(a) the services, goods or materials must be reasonably necessary to the
operation of the business of the Partnership;

(b) the General Partner or any affiliate must have the ability to render such
services or to sell or lease such goods;

(c) any such agreement, contract or arrangement must be fair to the Partnership
and reflect commercially reasonable terms and shall be embodied in a written
contract which precisely describes the subject matter thereof and all
compensation to be paid therefor;

(d) no rebates or give-ups may be received by the General Partner or any
affiliate, nor may the General Partner or any affiliate participate in any
reciprocal business arrangements which would have the effect of
circumventing any of the provisions of the Partnership Agreement;

(e) no such agreement, contract or arrangement as to which the limited partners
had previously given approval may be amended in such manner as to increase
the fees or other compensation payable to the General Partner or any
affiliate or to decrease the responsibilities or duties of the General
Partner or any affiliate in the absence of the limited partners holding a
majority of the Units (excluding those Units held by the General Partner or
certain of its affiliates).

EMPLOYEES

The Partnership has no employees; however, employees of the General Partner are
available to perform administrative services for the Partnership. The
Partnership reimburses the General Partner for the cost of providing such
services. See Item 6, "Executive Compensation", for information regarding
payments made to the General Partner for the cost of providing administrative
services to the Partnership.

HOST MARRIOTT CORPORATION REAL ESTATE INVESTMENT TRUST

On April 17, 1998, Host Marriott, parent company of the General Partner of the
Partnership, announced that its Board of Directors has authorized Host Marriott
to reorganize its business operations to qualify as a real estate investment
trust ("REIT") to become effective as of January 1, 1999.

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As part of the REIT reorganization, Host Marriott has formed an operating
partnership (the "Operating Partnership"). The Operating Partnership is
proposing to acquire by merger (the "Mergers") eight limited partnerships that
own full-service hotels in which Host Marriott or its subsidiaries are general
partners, including the Partnership. As more fully described in the
registration statement filed with the Securities and Exchange Commission on June
2, 1998, limited partners of those partnerships that participate in the Mergers
will receive either units or, at their election, unsecured notes issued by the
Operating Partnership in exchange for their partnership interests in the
Partnerships.

Consummation of the REIT reorganization is subject to significant contingencies
that are outside the control of Host Marriott, including final Board approval,
consent of shareholders, partners, bondholders, lenders, and ground lessors of
Host Marriott, its affiliates and other third parties. Accordingly, there can
be no assurance that the REIT reorganization will be completed or that it will
be effective as of January 1, 1999.

ITEM 2. FINANCIAL INFORMATION

The following selected financial data presents historical operating information
for the Partnership for the quarters ended March 27, 1998 and March 28, 1997 and
for each of the five years ended December 31, 1997:

MARRIOTT DIVERSIFIED AMERICAN HOTELS, L.P.
Selected financial Data
(IN THOUSANDS, EXCEPT PER UNIT AMOUNTS)

[Enlarge/Download Table]

Quarter Ended
March 27, March 28, Year Ended December 31
1998 1997 1997 1996 1995 1994 1993
------------- --------- -------- ---------- ---------- --------- --------

Revenues......................................... $ 6,877 $ 5,524 $ 26,699 $ 22,374 $ 19,715 $ 17,020 $ 15,148
======== ======== ======== ======== ======== ======== ========

Net income (loss)................................ $ 2,484 $ 863 $ 6,986 $ 3,418 $ 393 $ (1,982) $ 4,152
======== ======== ======== ======== ======== ======== ========

Net income (loss) per limited partner unit
(414 Units)..................................... $ 5,940 $ 2,063 $ 16,705 $ 8,174 $ 940 $ (4,739) $ 9,928
======== ======== ======== ======== ======== ======== ========

Total assets..................................... $132,338 $130,796 $129,831 $129,918 $130,360 $133,073 $137,310
======== ======== ======== ======== ======== ======== ========

Total liabilities................................ $146,333 $152,016 $146,310 $152,001 $153,948 $155,181 $156,032
======== ======== ======== ======== ======== ======== ========

Cash distributions per limited partnership unit
(414 Units)..................................... $ -- $ -- $ 3,304 $ 4,575 $ 4,481 $ 3,427 $--
======== ======== ======== ======== ======== ======== ========

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

FORWARD-LOOKING STATEMENTS

Certain matters discussed herein are forward-looking statements within the
meaning of the Private Litigation Reform Act of 1995 and as such may involve
known and unknown risks, uncertainties, and other factors which may cause the
actual results, performance or achievements of the Partnership to be different
from any future results, performance or achievements expressed or implied by
such forward-looking statements. Although the Partnership, believes the
expectations reflected in such forward-looking statements are based upon
reasonable assumptions, it can give no assurance that its expectations will be
attained. The Partnership undertakes no obligation to publicly release the
result of any revisions to these forward-looking statements that may be made to
reflect any future events or circumstances.

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CAPITAL RESOURCES AND LIQUIDITY

The Partnership's financing needs have been historically funded through loan
agreements with independent financial institutions. The General Partner
believes that the Partnership will have sufficient capital resources and
liquidity to conduct its operations in the ordinary course of business.

The Partnership is required to maintain the Hotels in good condition. The hotel
management agreement provides for the establishment of a property improvement
fund for each Hotel. Contributions to the property improvement fund are equal
to a percentage of gross Hotel sales. Contributions to the fund for the
Fairview Park, Southfield, Livonia and Fullerton Hotels were 3% for the years
1995 through 1999 and 4% for the year 2000 and thereafter. The Dayton Hotel
will contribute 4% annually. Annual contributions at the Research Triangle Park
Hotel were 3% through 1997 and will be 4% in 1998 and thereafter.

For 1997, the Partnership paid a base management fee equal to 3% of gross sales.
No incentive management fees will be accrued by the Partnership or be considered
earned by the manager until the entire mortgage principal balance, together with
accrued interest, is paid in full. No incentive management fees have been
earned by or paid to MHSI since the inception of the Partnership.

PRINCIPAL SOURCES AND USES OF CASH

The Partnership's principal source of cash is from Hotel operations. Its
principal uses of cash are to pay debt service, fund the property improvement
fund and, until September 1996, make distributions to partners. Cash provided
by operations was $15.6 million, $11.0 million and $7.0 million for the years
ended December 31, 1997, 1996 and 1995, respectively and $2.6 million and $2.0
million for the twelve weeks ended March 27, 1998 and March 28, 1997,
respectively. The increase is primarily due to improved Hotel operations.

Cash used in investing activities was $3.1 million, $2.8 million and $1.7
million in 1997, 1996 and 1995, respectively. The Partnership's cash investing
activities consist primarily of contributions to the property improvement fund
and capital expenditures for improvements to existing hotels. Contributions to
the property improvement fund amounted to $2,442,000, $2,258,000 and $2,104,000
for the years ended December 31, 1997, 1996 and 1995, respectively. Cash used
in investing activities for the twelve weeks ended March 27, 1998 and March 28,
1997 was $660,000 and $403,000, respectively. Contributions to the property
improvement fund were $617,000 and $523,000 for the twelve weeks ended March 27,
1998 and March 28, 1997.

Cash used in financing activities was $14.1 million, $8.5 million and $4.9
million in 1997, 1996 and 1995, respectively. The Partnership's cash financing
activities consist primarily of capital distributions to partners and payments
of the mortgage debt. The increase in cash used in financing activities in 1997
is primarily due to the increased principal amortization in 1997 as compared to
1996 and 1995 as required under the loan agreement. For the twelve weeks ended
March 27, 1998 and March 28, 1997, cash used in financing activities was $2.0
million and $1.4 million, respectively. The increase in cash used during the
first quarter of 1998 compared to the same period in the prior year is due to
increased principal amortization in 1998.

RESULTS OF OPERATIONS

Hotel revenues represent house profit of the Hotels since substantially all of
the operating decisions related to the generation of house profit of the Hotels
rest with MHSI. House profit reflects Hotel operating results and represents
gross Hotel sale less property level expenses, excluding depreciation and
amortization, base and incentive management fees, property taxes, equipment rent
and certain other costs which are disclosed separately in the Statement of
Operations.

REVPAR is a commonly used indicator of market performance for hotels which
represents the combination of daily room rate charged and the average daily
occupancy achieved. REVPAR does not include food and beverage or other
ancillary revenues generated by the property.

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TWELVE WEEKS ENDED MARCH 27, 1998 COMPARED TO TWELVE WEEKS ENDED MARCH 28, 1997:

Revenues. Revenues increased $1.4 million, or 25%, to $6.9 million for the
twelve weeks ended March 27, 1998 when compared to the same period in 1997,
primarily due to a 14% increase in REVPAR. The increase in REVPAR resulted from
a 13% increase in the combined average room rate to approximately $114 coupled
with a slight increase in the combined average occupancy to 76%.

Operating Costs and Expenses. Operating costs and expenses increased slightly
by $91,000 to $2.6 million in the first quarter of 1998. As a percentage of
Hotel revenues, Hotel operating costs and expenses represented 38% of revenues
for the first quarter of 1998 and 46% for the same period in 1997.

Operating Profit. As a result of the increased revenues, operating profit
increased $1.3 million to $4.3 million in the first twelve weeks of 1998 as
compared to the same period in 1997.

Interest Expense. Interest expense decreased $245,000 to $1.9 million in the
first quarter of 1998 from $2.2 million in the first quarter of 1997 primarily
due to principal amortization.

Net Income. Net income increased $1.6 million to $2.5 million for the first
twelve weeks in 1998 as compared to the same period in 1997 due to the items
discussed above.

1997 COMPARED TO 1996

Revenues. Revenues increased $4.3 million, or 19% in 1997 to $26.7 million in
1997 as a result of strong growth in REVPAR of 13%. Hotel sales increased $5.8
million, or 8%, to $75.3 million in 1997 also reflecting improvements in REVPAR
for the year. The increase in REVPAR was the result of an increase in combined
average room rates of 10% coupled with a 1.8 percentage point increase in
combined average occupancy.

Operating Costs and Expenses. Operating costs and expenses increased $1.0
million to $11.3 million in 1997 from $10.2 million in 1996. As a percentage of
Hotel revenues, Hotel operating costs and expenses represented 42% of revenues
for 1997 and 46% in 1996.

Operating Profit. As a result of the changes in revenues and operating costs
and expenses discussed above, operating profit increased $3.3 million to $15.4
million, or 58% of total revenues in 1997 from $12.1 million, or 54% of revenues
in 1996.

Interest Expense. Interest expense decreased $200,000 to $8.9 million in 1997
from $9.1 million in 1996 because of principal amortization.

Net Income. Net income increased $3.6 million to $7.0 million in 1997, due to
the items discussed above.

1996 COMPARED TO 1995

Revenues. Revenues increased $2.7 million, or 13%, to $22.4 million in 1996
from $19.7 million in 1995 as a result of strong growth in REVPAR of 6%. The
increase in REVPAR was primarily the result of a 8% increase in combined average
room rates offset by a 1.5 percentage point decrease in combined average
occupancy.

Operating Costs and Expenses. Operating costs and expenses increased $600,000
to $10.2 million, or 46% of Hotel revenues, in 1996 from $9.7 million, or 49% of
Hotel revenues, in 1995.

Operating Profit. Operating profit increased $2.1 million to $12.1 million, or
54% of Hotel revenues, in 1996 from $10.0 million, or 51% of Hotel revenues, in
1995 due to the changes in Hotel revenues and Hotel operating costs discussed
above.

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Interest Expense. Interest expense decreased $1.0 million to $9.1 million in
1996. This decrease can be attributed to a decline in interest rates, as well
as a lower outstanding principal balance due to principal amortization on the
Mortgage Debt.

Net Income. Net income increased to $3.4 million in 1996, from $393,000 in 1995
due to the items discussed above.

ITEM 3. PROPERTIES

The Partnership consists of six full-service hotels which are described below:

FAIRVIEW PARK HOTEL

LOCATION

The Fairview Park Hotel is located approximately nine miles west of downtown
Washington, D.C., on a parcel of approximately 5.2 acres of fee-owned land in
the 220-acre Fairview Park development in Fairfax County, Virginia. The Hotel
is located at the interchange of U.S. Highway 50 and the heavily traveled
Capital Beltway (I-495), which circles Washington, D.C. The Hotel is located
directly across the Capital Beltway from the world headquarters of Mobil
Corporation, is four miles south of Tysons Corner, Virginia, a major regional
commercial and retail center and is near several middle-income and upscale
residential areas. At 15 stories, the Hotel is the tallest building in the
Fairview Park development and is visible from the Capital Beltway.

DESCRIPTION

The Fairview Park Hotel opened in August 1989. The Hotel contains 395 guest
rooms, of which eight are suites, two are parlors and 30 are concierge-level
guest rooms offering special amenities, decor and services. The Hotel has
approximately 13,000 square feet of meeting and banquet space (including a
ballroom of 10,300 square feet) and six hospitality suites which are available
to accommodate meetings of small groups. The Hotel has a restaurant which seats
130 and one lounge which seats a total of 55, and offers an indoor/outdoor pool
and whirlpool, an exercise room, men and women's locker rooms with saunas; a
business center; a gift/sundry shop; and indoor/outdoor parking for 660 cars.
More than half of the Fairview Park development has been preserved as woodlands,
and the Hotel is located in a wooded area which offers a park-like setting
containing jogging and cycling trails that connect with adjacent communities.
The Hotel also is adjacent to a small retail shopping center which offers a food
court and shops.

GROUND LEASE

The Partnership leases the land on which the Fairview park Hotel parking garage
is located. The lease expires in 2085 and requires a nominal rental of $1 per
year.

COMPETITION

Four hotels--The Sheraton Tysons Corner, the Hilton McLean, the Tysons Corner
Marriott and the Ritz Carlton Tysons Corner--provide the primary competition for
the Fairview Park Hotel. A comparison of these hotels and the Fairview Park
Hotel is shown in the table below:

[Download Table]

Approximate
No. Of Year Meeting Space
Rooms Opened (sq. ft.)
------ ------ --------------

FAIRVIEW PARK MARRIOTT...... 395 1989 13,000
Sheraton Tysons Corner...... 455 1986 26,000
Hilton McLean............... 457 1987 22,000
Tysons Corner Marriott...... 392 1981 13,600
Ritz Carlton Tysons Corner.. 232 1985 18,500

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The Homewood Suites Hotel, a 109 room extended-stay hotel opened in February,
1998, and is located 4 miles from Fairview Park. In addition to the properties
described above, the Fairview Park Marriott faces secondary competition from
various other hotels. These other hotels, however, differ from the Hotel in
terms of size, room rates, facilities, amenities and services offered, market
orientation and/or location. No new primary competition is expected to open in
the Tysons Corner area.

DAYTON HOTEL

LOCATION

The Dayton Hotel is a full-service Marriott hotel located on 9.9 acres of fee-
owned land approximately 1.5 miles south of downtown Dayton, Ohio. The Hotel is
situated at the intersection of South Patterson Boulevard and River Park Drive,
which is approximately one-half mile east of I-75. The Hotel is visible from
the interstate and is adjacent to both the University of Dayton and the world
headquarters of NCR Corporation. Because of its recognized position in the
market, the Dayton Hotel serves the entire Dayton metropolitan areas, including
the Wright-Patterson Air force Base and the downtown convention center.

DESCRIPTION

The Dayton Hotel originally opened in January 1982 with 299 rooms and was
expanded to 399 rooms in August 1987. The Dayton Hotel contains 399 guest
rooms, of which nine are suites and 50 are concierge-level guest rooms offering
special amenities, decor and services. The Hotel has approximately 10,300
square feet of meeting and banquet space, including a 6,400 square foot ballroom
capable of accommodating up to 800 people for receptions and up to 580 people
for banquets. In addition, the Hotel contains a restaurant capable of seating
165 persons and a lounge capable of seating 112 persons. Other amenities
offered by the Hotel include an indoor/outdoor pool, a hydrotherapy pool, an
exercise room, a sauna, bicycle rentals, a gift/sundry shop and parking for 547
cars.

COMPETITION

The primary competition for the Hotel comes from three hotels in the Dayton
area: (i) the Crown Plaza; (ii) the Doubletree Hotel; and (iii) the Holiday Inn
Fairborn. A comparison of these hotels and the Dayton Hotel is shown below:

[Download Table]

Approximate
No. Of Year Meeting Space
Rooms Opened (sq. ft.)
------ ------ --------------

DAYTON MARRIOTT....... 399 1982 10,300
Crown Plaza........... 284 1996 12,000
Doubletree Hotel...... 189 1988 8,000
Holiday Inn Fairborn.. 202 1987 8,000

In addition to the properties described above, the Dayton Hotel faces secondary
competition from various other hotels. These other hotels, however, differ from
the Hotel in terms of size, room rates, facilities, amenities and services
offered, market orientation and/or location. No new primary competition is
expected to open in the Dayton area. However, the Residence Inn and Fairfield
Inn Troy opened in January 1998.

MARRIOTT AT RESEARCH TRIANGLE PARK HOTEL

LOCATION

The Marriott at Research Triangle Park Hotel is a full-service Marriott hotel
located in Durham, North Carolina, approximately 15 miles northwest of Raleigh
and approximately nine miles southeast of downtown Durham. The Hotel is located
on 10.3 acres of fee-owned land approximately 4.5 miles from the Raleigh-Durham
Airport and approximately one-half mile from Research Triangle park. The
primary demand generator for the Hotel is Research Triangle Park, a 6,700 acre
research park located in the triangle formed by Duke University, the University
of North Carolina and North Carolina State University. Research Triangle park
contains facilities occupied by over 50 corporations, institutions and
government agencies,

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all of which are engaged in research, development or science-oriented
production. The Hotel is approximately 12.5 miles from Duke University, 12
miles from the University of North Carolina and 13 miles from North Carolina
State University.

DESCRIPTION

The Hotel, which opened in April 1988, is designed principally to meet the needs
of business travelers visiting Research Triangle Park, but it also caters to the
group meeting and leisure traveler segments of the hotel market. The Hotel
offers 224 guest rooms of which four are suites or parlors and 50 are concierge-
level rooms offering special amenities, decor and services. The Hotel is a six-
story building and has approximately 4,000 square feet of meeting space,
including a 2,816 square foot ballroom. The Hotel also has a restaurant which
seats 75 persons, a lounge which seats 50 persons, an indoor pool, a
hydrotherapy pool, an exercise room, men and women's saunas, a gift/sundry shop,
a business center and parking for 351 cars.

COMPETITION

Four hotels--The Sheraton Imperial Hotel, the Holiday Inn-Research Triangle
Park, Doubletree Suites and the Radisson Governors Inn--provide the primary
competition for the Research Triangle Park Hotel. A comparison of these hotels
and the Research Triangle Park Hotel is shown in the following table:

[Download Table]

Approximate
No. Of Year Meeting Space
Rooms Opened (sq. ft.)
------ ------ --------------

MARRIOTT AT RESEARCH
TRIANGLE PARK.......... 224 1988 4,000
Sheraton Imperial Hotel.. 340 1986 31,000
Holiday Inn-RTP.......... 250 1988 4,850
Doubletree Suites........ 203 1987 3,000
Radisson Governors Inn... 200 1972 7,000

In addition to the properties described above, the Hotel faces secondary
competition from various other hotels. These other hotels, however, differ from
the Hotel in terms of size, room rates, facilities, amenities and services
offered, market orientation and/or location. An Embassy Suites and several mid-
priced hotels opened in the Research Triangle Park area in 1997. A three hotel
and multiple restaurant complex is under development and scheduled to open mid-
year 1998.

SOUTHFIELD HOTEL

LOCATION

The Southfield Hotel is located on 5.0 acres of fee-owned land in Southfield,
Michigan, a suburb of Detroit located approximately 15 miles northwest of
downtown Detroit, Michigan, a suburb of Detroit located approximately 15 miles
northwest of downtown Detroit. Southfield is a major commercial center.
According to the Southfield Chamber of Commerce, Southfield serves as
headquarters for three Fortune 500 companies, and 62 other Fortune 500 companies
have offices or other facilities there.

The Southfield Hotel is located along I-696 and Northwestern Highway, adjacent
to the First Center Office Park. Over one million square feet of office space
are located within one mile of the Southfield Hotel.

DESCRIPTION

The Southfield Hotel which opened in September 1989, contains 226 guest rooms,
of which four are suites and 39 are concierge-level rooms offering special
amenities, decor and services. The Southfield Hotel is a six-story building
containing approximately 4,000 square feet of meeting and banquet space,
including a 2,816 square foot ballroom. In addition, the Hotel contains a
restaurant with a seating capacity of 75, a lounge with seating capacity of 50,
an indoor pool and whirlpool, an exercise room, men and women's locker rooms
with saunas, a gift/sundry shop and parking for 280 cars.

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COMPETITION

Four hotels--the Radisson Plaza, the Doubletree, the Holiday Inn and the Hilton-
-provide the primary competition for the Southfield Hotel. A comparison of
these hotels and the Southfield Hotel is shown in the following table:

[Download Table]

Approximate
No. Of Year Meeting Space
Rooms Opened (sq. ft.)
------ ------ --------------

SOUTHFIELD MARRIOTT.. 226 1989 4,000
Westin............... 385 1987 11,000
Doubletree........... 239 1987 8,000
Holiday Inn.......... 417 1965 8,000
Hilton............... 197 1988 3,000

In addition to the properties described above, the Hotel faces secondary
competition from various other hotels. These other hotels, however, differ from
the Hotel in terms of size, room rates, facilities, amenities and services
offered, market orientation and/or location. No new primary competition is
expected to open in the Southfield market in the near term.

DETROIT MARRIOTT LIVONIA HOTEL

LOCATION

The Detroit Marriott Livonia Hotel is located on 4.0 acres of fee-owned land
within Laurel Park Place, a 750,000 square foot upscale office and regional
shopping mall development in Livonia, Michigan, an affluent suburb of Detroit
located west of downtown in the rapidly expanding I-275 corridor. Laurel Park
Place is one of Livonia's three major shopping malls, containing over 60
specialty shops and restaurants, a ten-screen cinema, over 300,000 square feet
of office space, the largest Jacobsen's department store ever built and space
for another anchor department store. The Hotel, which opened in September 1989,
is located approximately 15 miles west of downtown Detroit and is designed
principally to accommodate the needs of business travelers visiting the
automobile manufacturing and other corporate facilities located in the area.

DESCRIPTION

The Hotel contains 224 guest rooms, of which four are suites and 39 are
concierge-level rooms offering special amenities, decor and services. The Hotel
is a six-story building and has approximately 5,000 square feet of meeting and
banquet space (including a ballroom of 3,168 square feet), a restaurant with a
seating capacity of 75, a lounge with a seating capacity of 50, an indoor pool
and whirlpool, an exercise room, men and women's locker rooms with saunas, a
gift/sundry shop and parking for 280 cars. The Hotel is adjacent to the Laurel
Park Place mall and has an entranceway that opens into the retail section of the
mall.

COMPETITION

Three hotels, the Novi Hilton, the Holiday Inn and the Embassy Suites, provide
the primary competition for the Detroit Marriott Livonia Hotel. A comparison of
these hotels and the Detroit Marriott Livonia Hotel is shown in the table below:

[Download Table]

Approximate
No. Of Year Meeting Space
Rooms Opened (sq. ft.)
------ ------ --------------

DETROIT MARRIOTT
LIVONIA HOTEL.... 224 1989 3,965
Novi Hilton....... 237 1985 15,344
Holiday Inn....... 212 1988 11,000
Embassy Suites.... 137 1989 7,000

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In addition to the properties described above, the Hotel faces secondary
competition from various other hotels. These other hotels, however, differ from
the Hotel in terms of size, room rates, facilities, amenities and services
offered, market orientation and/or location. No new primary competition is
expected to open in the Livonia area in the near term.

FULLERTON HOTEL

LOCATION

The Fullerton Hotel is located in Fullerton, California on a 4.7 acre leased
parcel of land located on the campus of California State University at
Fullerton. The Fullerton campus of California State University has
approximately 25,000 students, making it the seventh largest of the 20 campuses
in the California State University system. Fullerton is located in northern
Orange County, California's third largest center of high technology which
includes the communities of Fullerton, Placentia, Brea, La Habra, Yorba Linda
and Buena Park. The Fullerton Hotel is located at the interchange of State
Highway 57 and Nutwood Avenue, approximately 20 miles north of the John Wayne
International Airport and approximately eight miles north of Disneyland. The
Fullerton Hotel is designed principally to accommodate the needs of travelers
visiting the University and the many corporate facilities located in the area
and to cater to the needs of group meetings.

DESCRIPTION

The Hotel offers 224 guest rooms, of which three are suites and 39 are
concierge-level rooms offering special amenities, decor and services. The Hotel
is a six-story building and has approximately 4,617 square feet of meeting and
banquet space (including a 2,749 square foot ballroom), a restaurant which seats
68, a lounge which seats 44, an outdoor pool and whirlpool, an exercise room,
men and women's locker rooms with saunas, a gift/sundry shop and parking for 286
cars.

GROUND LEASE

The Partnership leases the land on which the Fullerton Hotel is located. The
initial term expires on 2019 with four successive 10-year renewals at the
Partnership's option. The lease provides for percentage rental equal to 4% of
gross room sales for each year. Pursuant to the terms of the ground lease, the
Partnership will be prohibited from making any structural or exterior
alterations to the Hotel which are inconsistent with the development project
plans without the written consent of the Ground Lessor and the Trustees of
California State University.

COMPETITION

Four hotels--the Embassy Suites Anaheim, the Holiday Inn-Fullerton, Chase Suites
and the Embassy Suites Fullerton, provide the primary competition for the
Fullerton Hotel. A comparison of these hotels and the Fullerton Hotel is shown
in the following table:

[Download Table]

Approximate
No. Of Year Meeting Space
Rooms Opened (sq. ft.)
------ ------ --------------

FULLERTON MARRIOTT...... 224 1989 4,617
Embassy Suites Anaheim.. 224 1987 8,000
Holiday Inn Fullerton... 289 1973 9,200
Chase Suites............ 96 1995 2,700
Embassy Suites.......... 229 1987 9,000

In addition to the properties described above, the Hotel faces secondary
competition from various other hotels. These other hotels, however, differ from
the Hotel in terms of size, room rates, facilities, amenities and services
offered, market orientation and/or location. The Days Inn Fullerton is
converting to Sheraton in the first quarter 1998.

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COMBINED OPERATING STATISTICS

The following table shows selected combined operating statistics for the Hotels:

[Enlarge/Download Table]

Quarter ended
March 27, March 28, Year Ended December 31,
1998 1997 1997 1996 1995
-------------- ---------- -------- ------- -------

Combined average occupancy........ 75.6% 75.1% 76.4% 74.6% 76.1%
Combined average daily room rate.. $114.04 $101.07 $102.97 $93.33 $86.39
REVPAR............................ $ 86.21 $ 75.90 $ 78.67 $69.62 $65.74

ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of December 31, 1997, no person owned of record, or to the Partnership's
knowledge owned beneficially, more than 5% of the total number of limited
partnership Units.

The General Partner owns 4.18 Units as of December 31, 1996, which represent 1%
of the total Units. These Units were purchased by the General Partner on the
Closing Date of the public offering. See Item 11, "Description of Registrants
Securities to be Registered", regarding restrictions on the voting rights of
Units owned by the General Partner. There are no Units owned by the executive
officers and directors of the General Partner, as a group.

The Partnership is not aware of any arrangements which may, at a subsequent
date, result in a change in control of the Partnership, other than the
Consolidation described in Item 1.

ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS

Marriott MDAH One Corporation, the General Partner, was incorporated in Delaware
in 1989 and is a wholly owned subsidiary of Host Marriott. The General Partner
was organized solely for the purpose of acting as general partner of Marriott
Diversified American Hotels, L.P.

The Partnership has no directors, officers or employees. The business policy
making functions of the Partnership are carried out through the directors and
executive officers of the General Partner, who are listed below:

[Enlarge/Download Table]

Age at
Name Current Position in Marriott MDAH One Corporation December 31, 1997
------------------------- ------------------------------------------------- -----------------

Bruce F. Stemerman President and Director 42
Robert E. Parsons, Jr. Director 42
Christopher G. Townsend Vice President, Secretary and Director 50
Patricia K. Brady Vice President and Chief Accounting Officer 36
Bruce D. Wardinski Treasurer 37

BUSINESS EXPERIENCE

Bruce F. Stemerman joined Host Marriott in 1989 as Director, Partnership
Services. He was promoted to Vice President, Lodging Partnerships in 1994 and
to Senior Vice President, Asset Management in 1996. Prior to joining Host
Marriott, Mr. Stemerman spent ten years with Price Waterhouse. He also serves
as a director and an officer of numerous Host Marriott subsidiaries.

Robert E. Parsons joined Host Marriott's Corporate Financial Planning Staff in
1981, was made Director-Project Finance of Host Marriott's Treasury Department
in 1984, and in 1986 he was made Vice President-Project Finance of Host
Marriott's Treasury Department. He was made Assistant Treasurer of Host
Marriott in 1988. Mr. Parsons was named Senior Vice President and Treasurer of
Host Marriott in 1993. He was named Executive Vice President and Chief
Financial Officer of Host Marriott in October 1995. Mr. Parsons also serves as
a director and an officer of numerous Host Marriott subsidiaries.

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Christopher G. Townsend joined Host Marriott's Law Department in 1982 as a
Senior Attorney. In 1984, Mr. Townsend was made Assistant Secretary of Host
Marriott and in 1986 was made Assistant General Counsel. In 1993, he was made
Senior Vice President, Corporate Secretary and Deputy General Counsel of Host
Marriott. In January 1997, Mr. Townsend was named General Counsel of Host
Marriott. He also serves as a director and an officer of numerous Host Marriott
subsidiaries.

Patricia K. Brady joined Host Marriott in 1989 as Assistant Manager-Partnership
Services. She was promoted to Manager in 1990 and to Director-Asset Management
in June 1996. Ms. Brady also serves as an officer of numerous Host Marriott
subsidiaries.

Bruce D. Wardinski joined Host Marriott in 1987 as a Senior Financial Analyst of
Financial Planning & Analysis, and was named Manager in June 1988. He was
appointed Director, Financial Planning & Analysis in 1989, Director of Project
Finance in January 1990, Senior Director of Project Finance in June 1993, Vice
President, Project Finance in June 1994, and Senior Vice President of
International Development in October 1995. In June 1996, Mr. Wardinski was
named Senior Vice President and Treasurer of Host Marriott. He also serves as
an officer of numerous Host Marriott subsidiaries.

ITEM 6. EXECUTIVE COMPENSATION

The General Partner is required to devote to the Partnership such time as may be
necessary for the proper performance of its duties, but the officers and the
directors of the General Partner are not required to devote their full time to
Partnership matters. No officer or director of the General Partner devotes a
significant percentage of time to Partnership matters, to the extent that any
officer or director of the General Partner or employee of Host Marriott does
devote time to the Partnership, the General Partner is entitled to reimbursement
for the cost of providing such services. Any such costs may include a charge
for overhead, but without a profit to the General Partner. For the fiscal years
ended December 31, 1997, 1996 and 1995, administrative expenses reimbursed by
the Partnership to the General Partner totaled $124,000, $109,000 and $68,000,
respectively.

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

As described below, the Partnership is a party to an ongoing agreement with MII
pursuant to which the Hotels are managed by MII.

Prior to October 8, 1993, MII was a wholly-owned subsidiary of Host Marriott,
which was then named Marriott Corporation. On October 8, 1993, Marriott
Corporation's operations were divided into two separate companies, Host Marriott
and MII. MII now conducts its management business as a separate publicly-traded
company and is not a parent or subsidiary of Host Marriott, although the two
corporations have various business and other relationships.

The Partnership entered into a Management Agreement on the Initial Closing Date
with MII to manage the Hotels for an initial 20-year term expiring December 31,
2009. During 1996, MII assigned all of its interest in the Management Agreement
to MHSI, a wholly-owned subsidiary of MII. MHSI has the option to renew the
Management Agreement on one or more of the Hotels for up to five successive 10-
year terms (four successive 10-year terms for the Fullerton Hotel). MHSI earns
a base management fee equal to 3% of gross sales.

In connection with the 1993 loan restructuring, the hotel management agreement
was modified. During the restructured loan term, no incentive management fees
will be accrued by the Partnership or be considered earned by the manager until
the entire mortgage principal balance, together with accrued interest, is paid
in full. No incentive management fees have been paid to MHSI since the
inception of the Partnership.

Pursuant to the terms of the Management Agreement, MHSI is required to furnish
the Hotels with certain services ("Chain Services") which are generally provided
on a central or regional basis to all hotels in the Marriott full-service hotel
system. Chain Services include central training, advertising and promotion, a
national reservation system, computerized payroll and accounting services, and
such additional services as needed which may be more efficiently performed on a
centralized basis. Costs and expenses incurred in providing such services are
allocated among all domestic full-service hotels managed, owned or leased by

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MII or its subsidiaries. In addition, the Hotels also participate in Marriott's
Rewards Program ("MRP") which succeeded the Honored Guest Awards Program
("HGA"). The cost of this program is charged to all hotels in the Marriott
full-service hotel system based upon the MRP sales at each hotel. The total
amount of Chain Services and MRP costs charged to the Partnership was $3,874,000
for 1997, $3,497,000 for 1996 and $3,316,000 for 1995.

Pursuant to the terms of the Management Agreement, the Partnership is required
to provide MHSI with working capital and supplies to meet the operating needs of
the Hotels. MHSI converts cash advanced by the Partnership into other forms of
working capital consisting primarily of operating cash, inventories, and trade
receivables and payables which are maintained and controlled by MHSI. Upon
termination of the hotel management agreement, the working capital and supplies
will be returned to the Partnership. The individual components of working
capital and supplies controlled by MHSI are not reflected in the Partnership's
balance sheet. A total of $4,500,000 was advanced to MHSI for working capital
and supplies of which $600,000 was returned to the Partnership during 1995 and
$50,000 was returned during 1996 and $41,000 was returned in 1997 leaving a
balance of $3,900,000, $3,850,000 and $3,809,000 as of December 31, 1995, 1996
and 1997, respectively, which is included in Due from Marriott Hotel Services,
Inc. in the accompanying balance sheet.

The following table sets forth the amount paid to MII and affiliates for the
quarters ended March 27, 1998 and March 28, 1997 and for the years ended
December 31, 1997, 1996 and 1995 (in thousands):

[Download Table]

December 31,
March 27, March 28, ----------------------------
1998 1997 1997 1996 1995
--------- --------- ------ ------------ ------

Chain services and MRP costs.. $ 977 $ 230 $3,874 $3,497 $3,316
Base management fee........... 552 487 2,260 2,086 1,944
------ ----- ------ ------ ------
$1,529 $ 717 $6,134 $5,583 $5,260
====== ===== ====== ====== ======

The following table sets forth the amount paid to the General Partner and
affiliates for the quarters ended March 27, 1998 and March 28, 1997 and for the
years ended December 31, 1997, 1996 and 1995 (in thousands):

[Enlarge/Download Table]

December 31,
March 27, March 28, --------------------------
1998 1997 1997 1996 1995
--------- --------- ----- ------------ -----

Administrative expenses reimbursed.. $ 64 $ 4 $ 124 $ 109 $ 68
Payments on deferred purchase debt.. -- -- 62 82 681
Cash distributions.................. -- -- 21 28 27
----- ----- ----- ----- -----
$ 64 $ 4 $ 207 $ 219 $ 776
===== ===== ===== ===== =====

The Management Agreement provides for the establishment of a property
improvement fund for each Hotel. Contributions to the property improvement fund
are equal to a percentage of gross Hotel sales. Contributions to the fund for
the Fairview Park, Southfield, Livonia and Fullerton Hotels were 3% for the
years 1995 through 1999 and 4% for the year 2000 and thereafter. The Dayton
Hotel will contribute 4% annually. Annual contributions at the Research
Triangle Park Hotel were 3% through 1997 and will be 4% in 1998 and thereafter.
Contributions to the property improvement fund amounted to $2,442,000,
$2,258,000, and $2,104,000 for the years ended December 31, 1997, 1996 and 1995,
respectively. Management believes these contributions are expected to be
adequate to cover expenditures.

ITEM 8. LEGAL PROCEEDINGS.

None.

ITEM 9. MARKET FOR AND DISTRIBUTIONS ON LIMITED PARTNERSHIP UNITS AND RELATED
SECURITY HOLDER MATTERS

There is currently no public market for the Units. Transfers of Units are
limited to the first day of a fiscal quarter, and are subject to approval by the
General Partner and certain other restrictions described in Item 11,
"Description of Registrant's

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Securities to be Registered." As of December 31, 1997, there were 468 holders
of record of the 414 limited partnership Units.

The ability of the Partnership to make cash distributions to the limited
partners is subject to limitations contained in the Partnership Agreement that
are described in Item 11, "Description of Registrant's Securities to be
Registered - Distributions and Allocations." In addition, the Partnership is
making payments to reserves established by the lender, as described in Item 1,
"Business - Debt Financing - Mortgage Debt," that limit the funds available for
cash distributions.

The Partnership made cash distributions to its partners in 1997 in the amount of
$1,381,828 as follows: $14,440 to the General Partner and $1,367,388 to the
limited partners ($3,303 per Unit).

The Partnership made cash distributions to its partners in 1996 in the amount of
$1,915,025 as follows: $19,132 to the General Partner and $1,895,893 to the
limited partners ($4,579 per Unit).

The Partnership made cash distributions to its partners in 1995 in the amount of
$1,873,604 as follows: $18,470 to the General Partner and $1,855,134 to the
limited partners ($4,481 per Unit).

Units held by non-affiliates of the Partnership for at least three years may be
sold without registration in accordance with the exemptions provided by Rule 144
under the Securities Act of 1933, as amended the (the "Act"). For a discussion
of the restrictions on assignment contained in the Partnership Agreement, see
Item 11, "Description of Registrant's Securities to be Registered."

ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES

There have been 19 sales of unregistered securities by the Partnership involving
17 Units within the past three years. On April 23, 1990, 414 limited
partnership interests (the "Units") were sold in a public offering. See Item 1,
"Business - Organization of the Partnership" for additional information
regarding the Partnership's sale of Units in 1990. As of December 31, 1997,
there were 468 limited partners. Since the inception of the Partnership, there
have been 19 sales by limited partners involving 18.5 Units.

ITEM 11. DESCRIPTION OF REGISTRANT'S SECURITIES

The 414 limited partnership interests include the 2.5 Units owned by the General
Partner, represent 99% of the interests in the Partnership. The General Partner
holds the remaining 1% interest.

DISTRIBUTIONS AND ALLOCATIONS

Partnership allocations and distributions are generally made as follows:

a. Cash available for distribution will generally be distributed (i) first, 1%
to the General Partner and 99% to the limited partners, until the partners
have received, with respect to such year, an amount equal to 10% of
contributed capital, as defined; (ii) second, remaining cash available for
distribution will be distributed as follows, depending on the amount of
cumulative distributions of net refinancing and/or sales proceeds ("Capital
Receipts") previously distributed:

(1) 1% to the General Partner and 99% to the limited partners, if the
partners have received aggregate cumulative distributions of Capital
Receipts of less than 50% of their original capital contributions; or

(2) 10% to the General Partner and 90% to the limited partners, if the
partners have received aggregate cumulative distributions of Capital
Receipts equal to or greater than 50% but less than 100% of their
original capital contributions; or

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(3) 20% to the General Partner and 80% to the limited partners, if the
partners have received aggregate cumulative distributions of Capital
Receipts equal to 100% or more of their original capital contributions.

b. Capital Receipts not retained by the Partnership will be distributed (i)
first, 1% to the General Partner and 99% to the limited partners until the
partners have received an amount equal to the unpaid portion of a cumulative
15% return on Net Invested Capital, defined as the excess of capital
contributions over cumulative distributions of Capital Receipts, plus
contributed capital, as defined; and (ii) thereafter, 20% to the General
Partner and 80% to the limited partners.

c. Proceeds from the sale of substantially all of the assets of the Partnership
will be distributed to the partners in accordance with their capital account
balances as adjusted to take into account gain or loss resulting from such
sale.

d. Net profits will generally be allocated to the partners in proportion to the
distributions of cash available for distribution.

e. Net losses will be allocated 75% to the General Partner and 25% to the
limited partners.

f. Deductions for interest on the Deferred Purchase Debt (see Note 6), which
cumulatively will not exceed $11,604 per Unit, will be allocated to those
limited partners owning the Units purchased on the installment basis.

g. Gain recognized by the Partnership will be allocated as follows: (i) first,
to all partners whose capital accounts have negative balances until such
balances are brought to zero; (ii) next, to all partners in amounts necessary
to bring their respective capital account balances to an amount equal to
their Net Invested Capital plus a cumulative 15% return on Net Invested
Capital; and (iii) thereafter, 20% to the General Partner and 80% to the
limited partners.

h. Losses will generally be allocated as follows: (i) first, to all partners
whose capital accounts have positive balances until such balances have been
eliminated; and (ii) thereafter, 100% to the General Partner.

For financial reporting purposes, profits and losses are allocated among the
partners based upon their stated interests in cash available for distribution.

Upon dissolution of the Partnership, the General Partner shall liquidate the
assets of the Partnership. The proceeds of such liquidation shall be applied
and distributed in the following order of priority: (i) to the payment of the
expenses of the liquidation (ii) to the payment of Partnership debt, and other
liabilities; (iii) to the payment of any loans or advances that may have been
made by any of the partners to the Partnership; and (iv) to the General Partner
and limited partners in proportion to the net balances in their respective
capital accounts.

AUTHORITY OF THE GENERAL PARTNER

Under the Partnership Agreement, the General Partner has broad management
discretion over the business of the Partnership and with regard to the operation
of the Inns. No limited partner may take any part in the conduct or control of
the Partnership's business. The authority of the General Partner is limited in
certain respects.

Without an amendment to the Partnership Agreement, which requires the unanimous
consent of all the limited partners, the General Partner does not have authority
to:

(i) do any act in contravention of the Partnership Agreement;

(ii) except as otherwise provided in the Partnership Agreement, do any act
which would make it impossible to carry on the ordinary business of the
Partnership;

(iii) confess a judgment in an amount in excess of $250,000 against the
Partnership;

(iv) convert property of the Partnership to its own use, or possess or assign
any rights in specific Partnership property for other than a Partnership
purpose;

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(v) admit a person as either a General Partner or a limited partner except as
otherwise provided in the Partnership Agreement;

(vi) perform any act that would subject any limited partner to liability as a
General Partner in any jurisdiction or to any other liability except as
provided in the Delaware Revised Uniform Limited Partnership Act (the
"Delaware Act") or the Partnership Agreement; or

(vii) list, recognize, or facilitate the trading of Units on any established
securities market, or create for the Units a secondary market or the
substantial equivalent thereof, or permit, recognize, or facilitate
trading of Units on any such market, or permit any of its affiliates to
take such action, if as a result thereof the Partnership would be taxed
for Federal income tax purposes as an association taxable as a
corporation.

Without an amendment to the Partnership Agreement, which requires the vote of
limited partners holding a majority of the Units, the General Partner does not
have authority on behalf of the Partnership to:

(i) have the Partnership acquire an interest in other hotel properties or
other partnerships;

(ii) sell or otherwise dispose of the Fairview Park Hotel, or any interest
therein or more than two of the other Hotels or any interest therein;

(iii) effect any amendment to any agreement, contract or arrangement with the
General Partner or any affiliate thereof which would reduce the
responsibility or duties or would increase the compensation payable to the
General Partner or any of its affiliates or which would otherwise
adversely affect the rights of the limited partners;

(iv) incur debt of the Partnership except as set forth in the Partnership
Agreement;

(v) agree to the addition of transient guest rooms at any Hotel unless (a) the
Hotel has had an average occupancy rate of at least 70% for a consecutive
period of at least 12 months immediately prior to commencement of
construction of the addition, and (b) the Partnership has obtained debt
financing to finance the costs of the addition on a nonrecourse basis as
to all the Partners and the Partnerships;

(vi) make any election to continue beyond its term, discontinue or dissolve the
Partnership;

(vii) voluntarily withdraw as a General Partner;

(viii) permit or cause the Partnership to incur any debt in excess of $250,000
(other than the Mortgage Loan);

(ix) cause the Partnership to merge or consolidate with any other entity;

(x) cause the Partnership to borrow any funds from the General Partner or any
affiliate of the General Partner unless in accordance with the Partnership
Agreement;

(xi) cause the Partnership to acquire any property from the General Partner and
any affiliate of the General Partner in exchange for Interests in the
Partnership; or

(xii) cause the Partnership to incur any debt that would result in refinancing
proceeds, unless such refinancing proceeds are distributed to the
partners in the same taxable year in which the Partnership incurred such
liability.

RESTRICTIONS ON ASSIGNMENTS OF UNITS

A limited partner generally has the right to assign a Unit to another person or
entity, subject to certain conditions and restrictions. An assignment of a Unit
is subject to the following restrictions: (i) no assignment may be made other
than on the first day of a fiscal quarter of the Partnership; (ii) no assignment
may be made if, when added to all other prior assignments and transfers of
interests in the Partnership within the preceding 12 months, such assignment
would cause the Partnership, in

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the opinion of legal counsel, to be considered to have terminated for Federal
income tax purposes; (iii) the General Partner may prohibit any assignment that,
in the opinion of legal counsel, would require the filing of a registration
statement under the Securities Act of 1933 or otherwise would violate any
Federal or state securities laws or regulations (including investor suitability
standards) applicable to the Partnership or the Units; (iv) no assignment may be
made that would result in either the transfer or the transferee owning a
fraction of a Unit; (v) no assignment may be made if, in the opinion of legal
counsel, it would result in the Partnership being treated as an association
taxable as a corporation for Federal income tax purposes; (vi) no transfer may
be made if such transfer is effectuated through an established securities market
or a secondary market (or the substantial equivalent thereof) within the meaning
of section 7704 of the Code; (vii) no assignment may be made if, in the opinion
of legal counsel, it would preclude the Partnership from either obtaining or
retaining a liquor beverage license for any of the Hotels; (viii) no assignment
may be made unless the transferee agrees in writing that it will not, directly
or indirectly, create for the Units a secondary market (or the substantial
equivalent thereof) within the meaning of section 7704 of the Code or facilitate
the trading of the Units on such a market; and (ix) no assignment may be made to
nonresident aliens, foreign entities, or tax-exempt entities; and (x) no
assignment may be made to any person exempt from Federal income tax. The General
Partner is also authorized to impose any other restrictions on the transfer of
Units to the extent that it, in the exercise of its reasonable discretion and
based upon the advice of counsel to the Partnership, determines such further
limitations are necessary or advisable to protect the Partnership from being
considered a publicly traded partnership within the meaning of the 1987 Revenue
Act.

The Partnership will not recognize for any purpose any assignment of any Units
unless (i) an instrument is executed making such assignment, signed by both the
assignor and the assignee, and a duly executed application for assignment and
admission as substituted limited partner is executed indicating the written
acceptance by the assignee of all the terms and provisions of the Partnership
Agreement, (ii) the General Partner has determined that such as assignment is
permitted under the Partnership Agreement. No assignee of a limited partner's
Units will be entitled to become a substituted limited partner unless: (i) the
General Partner gives consent, (ii) the transferring limited partner and the
assignee have executed instruments that the General Partner deems necessary to
effect such admission, (iii) the assignee has accepted, adopted, and approved in
writing all of the terms of the Partnership Agreement and executed a power of
attorney similar to the power of attorney granted in the Partnership Agreement,
and (iv) the assignee pays all reasonable expenses incurred in connection with
his admission as a substituted limited partner. As assignee only becomes a
substituted limited partner when the General Partner has reflected the admission
of such person as a limited partner in the books and records of the Partnership.

Any person who is the assignee of any of the Units of a limited partner, but who
does not become a substituted limited partner is entitled to all the rights of
an assignee of a limited partner interest under the Act, including the right to
receive distributions from the Partnership and the share of net profits, net
losses, gain, loss and recapture income attributable to the Units assigned to
the person, but shall not be deemed to be a holder of Units for any other
purpose under the Partnership Agreement.

AMENDMENTS

Amendments to the Partnership Agreement may be made by the General Partner with
the consent of the limited partners holding a majority of the outstanding Units
(excluding those Units held by the General Partner and certain of its
affiliates). No amendment to the Partnership Agreement may be made, however,
without the approval of all of the limited partners which would (i) convert a
limited partner's interest into a general partner's interest; (ii) adversely
affect the liability of a limited partner; (iii) alter the interest of a partner
in net profits, net losses, or gain or loss or distributions of cash available
for distribution or capital receipts or reduce the percentage of partners which
is required to consent to any action hereunder; (iv) limit in any manner the
liability of the General Partner; (v) permit the General Partner to take any
action otherwise prohibited by the Partnership Agreement; (vi) cause the
Partnership to be taxed for Federal income tax purposes as an association
taxable as a corporation; or (vii) reduce the percentage of Units required to
approve any amendment to the Partnership Agreement. The General Partner may make
an amendment to the Partnership Agreement, without the consent of the limited
partners, if such amendment is necessary solely to clarify the provisions of the
Partnership Agreement so long as such amendment does not adversely affect the
rights of the limited partners under the Partnership Agreement.

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MEETINGS AND VOTING

The limited partners cannot participate in the management or control of the
Partnership or its business. The Partnership Agreement, however, extends to the
limited partners the right under certain conditions to vote on or approve
certain Partnership matters. Any action that is required or permitted to be
taken by the limited partners may be taken either at a meeting of the limited
partners or without a meeting if approvals in writing setting forth the action
so taken are signed by limited partners owning not less than the minimum number
of Units that would be necessary to authorize or take such action at a meeting
at which all of the limited partners were present and voted. Meetings of the
limited partners may be called by the General Partner and shall be called by the
General Partner upon receipt of a request in writing signed by holders of 10% or
more of the Units held by the limited partners. Limited partners may vote
either in person or by proxy at meetings. Limited partners holding more than
50% of the total number of all outstanding Units constitute a quorum at a
meeting of the limited partners. Matters submitted to the limited partners for
determination will be determined by the affirmative vote of the limited partners
holding a majority of the outstanding Units (excluding those Units held by the
General Partner and certain of its affiliates), except that a unanimous vote of
the limited partners will be required for certain action referred to above.

The Partnership Agreement does not provide for annual meetings of the limited
partners and none have been held, nor does the General Partner anticipate
calling such meetings.

OTHER MATTERS

If at any time any agreement (including the Management Agreement) pursuant to
which operating management of any of the Hotels is vested in the General Partner
or an affiliate of the General Partner provides that the Partnership has a right
to terminate such agreement as a result of the failure of the operation of such
Hotel to attain economic objectives, as specifically defined, the limited
partners, without the consent of the General Partner, may, upon the affirmative
vote of the holders of a majority of the Units, take action to exercise the
right of the Partnership to terminate such agreements.

The limited partners may also, by a vote of the holders of a majority of the
Units, remove the General Partner (but only if a new general partner is elected)
if the General Partner has committed and not remedied any act of fraud, bad
faith, gross negligence or breach of fiduciary duties in carrying out its duties
as the General Partner. Notwithstanding the foregoing, however, such a removal
of the General Partner or the Manager, if exercised, would be an event of
default under the loan documentation evidencing the Mortgage Debt, and would
permit the lender or its assignee to accelerate the maturity of the loan. Thus,
the termination right could only be exercised with the consent of the lender or
its assignee.

The Partnership Agreement provides that limited partners will not be personally
liable for the losses of the Partnership beyond the amount committed by them to
the capital of the Partnership. In the event that the Partnership is unable
otherwise to meet its obligations, the limited partners might, under applicable
law, be obligated under some circumstances to return distributions previously
received by them, with interest, to the extent such distributions constituted a
return of the capital contributions at the time when creditors had valid claims
outstanding against the Partnership.

ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Except as specifically provided in the Delaware Act, the General Partner is
liable for the obligations of the Partnership in the same manner as a partner
would be liable in a partnership without limited partners to persons other than
the Partnership and the other partners. Generally speaking, any such partner is
fully liable for any and all of the debts or other obligations of the
partnership as and to the extent the partnership is either unable or fails to
meet such obligations. Thus, the assets of the General Partner may be reached
by creditors of the Partnership to satisfy obligations or other liabilities of
the Partnership, other than nonrecourse liabilities, to the extent the assets of
the Partnership are insufficient to satisfy such obligations or liabilities.

The Delaware Act provides that: "Subject to such standards and restrictions, if
any, as set forth in its partnership agreement, a limited partnership may, and
shall have the power to, indemnify and hold harmless any partner or other person
from and against any and all claims and demands whatsoever." The Partnership
Agreement provides that the General Partner and its affiliates who perform
services for the Partnership on behalf of the General Partner (within the scope
of its authority as the

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General Partner of the Partnership) will not be liable to the Partnership or the
limited partners for liabilities, costs and expenses incurred as a result of any
act or omission of the General Partner or such person provided (i) such acts or
omissions were determined by the General Partner or such person, in good faith,
to be in the best interest of the Partnership and such acts or omissions were
within the General Partner's authority; and (ii) the conduct of the General
Partner or such person did not constitute negligence, fraud, misconduct or
breach of fiduciary duty to the Partnership or any partner.

The Partnership Agreement also provides that the General Partner and such
persons will be indemnified out of Partnership assets against any loss,
liability or expense arising out of any act or omission determined by the
General Partner or such person, in good faith, to be in the best interest of the
Partnership and such act or omission within the General Partner's authority so
long as such conduct did not constitute negligence, misconduct, fraud or a
breach of a fiduciary duty. The Partnership, however, may indemnify the General
Partner or any other person for losses, costs and expenses incurred in
successfully defending or settling claims arising out of alleged securities laws
violations only if certain specific additional requirements are met. The
Partnership Agreement provides that any indemnification obligation shall be paid
solely out of the assets of the Partnership.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to partners and controlling persons of the registrant
pursuant to the foregoing provisions or otherwise, the registrant has been
advised that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act, and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid in the successful defense or any action, suit or proceeding) is asserted
against the registrant by such a person in connection with the securities
registered hereby, and if the Securities and Exchange Commission is still of the
same opinion, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

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ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

[Enlarge/Download Table]

INDEX PAGE
----- ----

Report of Independent Public Accountants........................................................ 2
Statement of Operations for the Years Ended December 31, 1995, 1996 and 1997.................... 2
Balance Sheet as of December 31, 1996 and 1997.................................................. 2
Statement of Changes in Partners' Deficit for the Years Ended December 31, 1995, 1996 and 1997.. 2
Statement of Cash Flows for the Years Ended December 31, 1995, 1996 and 1997.................... 2
Notes to Financial Statements................................................................... 2
Condensed Statement of Operations for the Twelve Weeks Ended March 28, 1997 and March 27, 1998..
Condensed Balance Sheet as of December 31, 1997 and March 27, 1998.............................. 36
Condensed Statement of Cash Flows for the Twelve Weeks Ended March 28, 1997 and March 27, 1998.. 37
Notes to Condensed Financial Statements......................................................... 38

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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

TO THE PARTNERS OF MARRIOTT DIVERSIFIED AMERICAN HOTELS, L.P.:

We have audited the accompanying balance sheet of Marriott Diversified American
Hotels, L.P. (a Delaware limited partnership) as of December 31, 1997 and 1996,
and the related statements of operations, changes in partners' deficit and cash
flows for each of the three years in the period ended December 31, 1997. These
financial statements and the schedule referred to below are the responsibility
of the General Partner's management. Our responsibility is to express an
opinion on these financial statements and this schedule based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform an audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Marriott Diversified American
Hotels, L.P. as of December 31, 1997 and 1996, and the results of its operations
and its cash flows for each of the three years in the period ended December 31,
1997 in conformity with generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule listed in the index at Item
15(a) is presented for purposes of complying with The Securities and Exchange
Commission's rules and is not part of the basic financial statements. This
schedule has been subjected to the auditing procedures applied in the audit of
the basic financial statements and, in our opinion, fairly states in all
material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.

ARTHUR ANDERSEN LLP

Washington, D.C.
April 8, 1998

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STATEMENT OF OPERATIONS
MARRIOTT DIVERSIFIED AMERICAN HOTELS, L.P.
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
(IN THOUSANDS, EXCEPT PER UNIT AMOUNTS)

[Enlarge/Download Table]

1997 1996 1995
-------- -------- ---------

REVENUES
Hotel Revenues (Note 3)................................... $26,699 $22,374 $ 19,715
------- ------- --------

OPERATING COSTS AND EXPENSES
Depreciation and amortization............................. 6,398 6,032 5,534
Base management fee due to Marriott Hotel Services, Inc... 2,260 2,086 1,944
Property taxes and other.................................. 2,608 2,131 2,198
------- ------- --------

11,266 10,249 9,676
------- ------- --------

OPERATING PROFIT........................................... 15,433 12,125 10,039
Interest expense.......................................... (8,944) (9,129) (10,093)
Interest income........................................... 497 422 447
------- ------- --------

NET INCOME................................................. $ 6,986 $ 3,418 $ 393
======= ======= ========

ALLOCATION OF NET INCOME
General Partner........................................... $ 70 $ 34 $ 4
Limited Partners.......................................... 6,916 3,384 389
------- ------- --------

$ 6,986 $ 3,418 $ 393
======= ======= ========

NET INCOME PER LIMITED PARTNER UNIT
(414 UNITS)............................................... $16,705 $ 8,174 $ 940
======= ======= ========

The accompanying notes are an integral part of these financial statements.

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BALANCE SHEET
MARRIOTT DIVERSIFIED AMERICAN HOTELS, L.P.
DECEMBER 31, 1997 AND 1996
(IN THOUSANDS)

[Download Table]

1997 1996
-------- --------
ASSETS

Property and equipment, net..................................... $108,153 $111,278
Mortgage escrow................................................. 11,624 5,710
Due from Marriott Hotel Services, Inc........................... 3,714 4,571
Debt service reserve fund....................................... 3,000 3,000
Property improvement fund....................................... 1,667 1,781
Deferred financing costs, net................................... 536 816
Cash and cash equivalents....................................... 1,137 2,762
-------- --------

Total Assets................................................. $129,831 $129,918
======== ========

LIABILITIES AND PARTNERS' DEFICIT

[Enlarge/Download Table]

LIABILITIES

Mortgage debt................................................. $122,014 $128,745
Debt service guarantee and related interest payable to
Host Marriott Corporation.................................... 19,762 18,600
Note payable and related interest due to the General Partner.. 2,804 2,615
Deferred purchase debt and related interest payable to
Host Marriott Corporation.................................... 676 675
Accounts payable and accrued expenses......................... 1,054 1,366
-------- --------

Total Liabilities............................................ 146,310 152,001
-------- --------

Partners' Deficit
General Partner
Capital contribution, net of offering costs of $15........... 403 403
Capital distributions........................................ (98) (84)
Cumulative net losses........................................ (419) (489)
-------- --------

(114) (170)
-------- --------
Limited Partners
Capital contributions, net of offering costs of $4,785....... 35,830 35,830
Investor notes receivable.................................... (966) (966)
Capital distributions........................................ (9,738) (8,370)
Cumulative net losses........................................ (41,491) (48,407)
-------- --------

(16,365) (21,913)
-------- --------

Total Partners' Deficit...................................... (16,479) (22,083)
-------- --------

$129,831 $129,918
======== ========

The accompanying notes are an integral part of these financial statements.

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STATEMENT OF CHANGES IN PARTNERS' DEFICIT
MARRIOTT DIVERSIFIED AMERICAN HOTELS, L.P.
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
(IN THOUSANDS)

[Download Table]

General Limited
Partner Partners Total
-------- --------- ---------

Balance, December 31, 1994.. $(171) $(21,937) $(22,108)

Capital distributions..... (18) (1,855) (1,873)

Net income................ 4 389 393
----- -------- --------

Balance, December 31, 1995.. (185) (23,403) (23,588)

Capital distributions..... (19) (1,894) (1,913)

Net income................ 34 3,384 3,418
----- -------- --------

Balance, December 31, 1996.. (170) (21,913) (22,083)

Capital distributions..... (14) (1,368) (1,382)

Net income................ 70 6,916 6,986
----- -------- --------

Balance, December 31, 1997.. $(114) $(16,365) $(16,479)
===== ======== ========

The accompanying notes are an integral part of these financial statements.

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STATEMENT OF CASH FLOWS
MARRIOTT DIVERSIFIED AMERICAN HOTELS, L.P.
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
(IN THOUSANDS)

[Enlarge/Download Table]

1997 1996 1995
--------- -------- --------

OPERATING ACTIVITIES
Net income............................................................ $ 6,986 $ 3,418 $ 393
Noncash items:
Depreciation and amortization........................................ 6,398 6,032 5,534
Deferred interest.................................................... 1,414 1,375 1,414
Amortization of deferred financing costs as interest expense......... 280 279 278
Loss on retirement of property and equipment......................... 15 12 73
Changes in operating accounts:
Due to/from Marriott Hotel Services, Inc............................. 816 (730) (153)
Accounts payable and accrued expenses................................ (312) 55 104
Due to/from Host Marriott Corporation................................ -- 600 (653)
-------- ------- -------

Cash provided by operations.......................................... 15,597 11,041 6,990
-------- ------- -------

INVESTING ACTIVITIES
Additions to property and equipment................................... (3,288) (3,588) (2,895)
Change in property improvement fund, net.............................. 114 786 609
Return of working capital from Marriott Hotel Services, Inc........... 41 50 600
-------- ------- -------

Cash used in investing activities.................................... (3,133) (2,752) (1,686)
-------- ------- -------

FINANCING ACTIVITIES
Payment of mortgage debt.............................................. (6,731) (3,201) (2,698)
Mortgage escrow....................................................... (5,914) (3,341) (326)
Capital distributions to partners..................................... (1,382) (1,913) (1,873)
Repayment of deferred purchase debt due to Host Marriott Corporation.. (62) (82) --
Deferred financing costs.............................................. -- -- (1)
-------- ------- -------

Cash used in financing activities.................................... (14,089) (8,537) (4,898)
-------- ------- -------

(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS....................... (1,625) (248) 406

CASH AND CASH EQUIVALENTS at beginning of year......................... 2,762 3,010 2,604
-------- ------- -------

CASH AND CASH EQUIVALENTS at end of year............................... $ 1,137 $ 2,762 $ 3,010
======== ======= =======

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for interest:
Mortgage debt........................................................ $ 7,373 $ 7,491 $ 8,362
Deferred purchase debt due to Host Marriott Corporation.............. 62 10 81
-------- ------- -------

$ 7,435 $ 7,501 $ 8,443
======== ======= =======

The accompanying notes are an integral part of these financial statements.

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NOTES TO FINANCIAL STATEMENTS
Marriott Diversified American Hotels, L.P.
DECEMBER 31, 1997 AND 1996

NOTE 1. THE PARTNERSHIP

Description of the Partnership

Marriott Diversified American Hotels, L.P. (the "Partnership"), a Delaware
limited partnership, was formed on October 4, 1989 to acquire, own and operate
the following hotels (the "Hotels") which are managed as part of the Marriott
full-service hotel system by Marriott Hotel Services, Inc. ("MHSI"), a wholly-
owned subsidiary of Marriott International, Inc. ("MII"): (i) the 395-room
Fairview Park Marriott in Virginia; (ii) the 399-room Dayton Marriott in Ohio;
(iii) the 224-room Marriott at Research Triangle Park in North Carolina; (iv)
the 226-room Detroit Marriott Southfield in Michigan; (v) the 224-room Detroit
Marriott Livonia in Michigan; and (vi) the 224-room Fullerton Marriott in
California. The sole general partner of the Partnership, with a 1% interest, is
Marriott MDAH One Corporation (the "General Partner"), a wholly-owned subsidiary
of Host Marriott Corporation ("Host Marriott").

Partnership Allocations and Distributions

Pursuant to the terms of the partnership agreement, Partnership allocations, for
Federal income tax purposes, and distributions are generally made as follows:

10-12G 31st Page of 46 TOC 1st Previous Next Bottom Just 31st

d. Net profits will generally be allocated to the partners in proportion to the
distributions of cash available for distribution.

e. Net losses will be allocated 75% to the General Partner and 25% to the
limited partners.

For financial reporting purposes, profits and losses are allocated among the
partners based upon their stated interests in cash available for distribution.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting

The Partnership's records are maintained on the accrual basis of accounting, and
its fiscal year coincides with the calendar year.

Restricted Cash

In connection with the June 30, 1993 refinancing of the mortgage debt, a debt
service reserve in the amount of $3.0 million was required to be held by the
lender. In addition, the loan agreement requires that to the extent that there
was cash available after payment of principal and interest on Note A and
interest on Note B, then such remaining cash was split 50% to the Partnership
and 50% to a mortgage escrow account (the "Mortgage Escrow"). The Mortgage
Escrow was applied annually 50% to the payment of additional principal on Note
A, and 50% to the principal on Note B, until the Partnership received a
cumulative amount equal to $7,352,000. The Partnership reached this cumulative
amount in September 1996. Thereafter, 100% of remaining cash flow is reserved
in the Mortgage Escrow and applied annually, 25% to Note A and 75% to Note B. At
December 31, 1997, the balance of the Mortgage Escrow was $11.6 million. This
amount will be applied toward principal amortization in 1998.

Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

10-12G 32nd Page of 46 TOC 1st Previous Next Bottom Just 32nd

Revenues and Expenses

Revenues represent house profit of the Hotels since the Partnership has
delegated substantially all of the operating decisions related to the generation
of house profit from the Hotels to MHSI. House profit reflects Hotel operating
results which flow to the Partnership as property owner and represents gross
Hotel sales less property-level expenses, excluding depreciation and
amortization, base management fees, real and personal property taxes, ground and
equipment rent, insurance and certain other costs, which are disclosed in the
statement of operations (see Note 3).

On November 20, 1997, the Emerging Issues Task Force ("EITF") of the Financial
Accounting Standards Board reached a consensus on EITF 97-2, "Application of
FASB Statement No. 94 and APB Opinion No. 16 to Physician Practice Management
Entities and Certain Other Entities with Contractual Management Arrangements."
EITF 97-2 addresses the circumstances in which a management entity may include
the revenues and expenses of a managed entity in its financial statements.

The Partnership is assessing the impact of EITF 97-2 on its policy of excluding
the property-level revenues and operating expenses of its hotels from its
statements of operations.

Property and Equipment

Property and equipment is recorded at cost. Depreciation and amortization are
computed using the straight-line method over the estimated useful lives of the
assets as follows:

Land improvements 40 years
Buildings and improvements 40 years
Leasehold improvements 40 years
Furniture and equipment 4 to 10 years

All property and equipment is pledged as security for the mortgage debt
described in Note 6.

The Partnership assesses impairment of its real estate properties based on
whether estimated undiscounted future cash flows from such properties on an
individual hotel basis will be less than their net book value. If the property
is impaired, its basis is adjusted to fair market value.

Deferred Financing and Organization Costs

Deferred financing costs represent the costs incurred in connection with
obtaining the Mortgage Debt and are being amortized over the term thereof.
Organization costs incurred in the formation of the Partnership were amortized
on a straight-line basis over five years. Organization costs were fully
amortized and removed from the Partnership's accounts as of December 31, 1995.
As of December 31, 1997 and 1996, accumulated amortization of deferred financing
costs totaled $1,995,000 and $1,715,000, respectively.

Cash and Cash Equivalents

The Partnership considers all highly liquid investments with a maturity of less
than three months at date of purchase to be cash equivalents.

Income Taxes

Provision for Federal and state income taxes has not been made in the
accompanying financial statements since the Partnership does not pay income
taxes but rather allocates its profits and losses to the individual partners.
Significant differences exist between the net income (loss) for financial
reporting purposes and the net income (loss) reported in the Partnership's tax
return. These differences are primarily due to the use, for income tax
purposes, of accelerated depreciation methods and shorter depreciable lives of
the assets. As a result of these differences, the excess of the tax basis in
net Partnership liabilities

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over the net liabilities reported in the accompanying financial statements is
$3,462,000 and $5,650,000 as of December 31, 1997 and 1996, respectively.

Statement of Financial Accounting Standards

In 1996, the Partnership adopted Statement of Financial Accounting Standards
("SFAS") No. 121 "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of." Adoption of SFAS No. 121 did not have an
effect on the financial statements.

Reclassification

Certain prior year amounts have been reclassified to conform with the current
year presentation.

NOTE 3. REVENUES

Revenues consist of Hotel operating results for the three years ended December
31, (in thousands):

[Download Table]

1997 1996 1995
------- ------- -------

HOTEL SALES
Rooms........................... $48,427 $43,621 $40,201
Food and beverage............... 22,900 22,058 20,716
Other........................... 3,994 3,864 3,876
------- ------- -------
75,321 69,543 64,793
------- ------- -------
HOTEL EXPENSES
Departmental direct costs
Rooms......................... 12,063 11,333 10,638
Food and beverage............. 17,464 17,172 16,439
Other hotel operating expenses.. 19,095 18,664 18,001
------- ------- -------
48,622 47,169 45,078
------- ------- -------

REVENUES......................... $26,699 $22,374 $19,715
======= ======= =======

NOTE 4. PROPERTY AND EQUIPMENT

Property and equipment consists of the following as of December 31 (in
thousands):

[Download Table]

1997 1996
-------- --------

Land and improvements.......... 14,265 $ 14,265
Buildings and improvements..... 95,477 94,368
Leasehold improvements......... 15,717 15,173
Furniture and equipment........ 29,255 27,832
-------- --------
154,714 151,638
Less accumulated depreciation.. (46,561) (40,360)
-------- --------

$108,153 $111,278
======== ========

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NOTE 5. ESTIMATED FAIR VALUE OF FINANCIAL INSTRUMENTS

The estimated fair values of financial instruments are shown below. The fair
values of financial instruments not included in this table are estimated to be
equal to their carrying amounts (in thousands):

[Enlarge/Download Table]

As of December 31, 1997 As of December 31, 1996
----------------------- -----------------------
Estimated Estimated
Carrying Fair Carrying Fair
Amount Value Amount Value
---------- ----------- ---------- -----------

Mortgage debt........................................... $122,014 $113,300 $128,745 $117,231
Debt service guarantee and related interest
payable to Host Marriott Corporation................... $ 19,762 $ 17,600 $ 18,600 $ 7,800
Note payable and related interest due to
the General Partner.................................... $ 2,804 $ 800 $ 2,615 $ 743
Deferred purchase debt and related interest payable to
Host Marriott Corporation.............................. $ 676 $ 450 $ 675 $ 384

The estimated fair value of mortgage debt obligations is based on the expected
future debt service payments discounted at estimated market rates. Notes and
other payables due to Host Marriott and affiliates are valued based on the
expected future payments from operating cash flow discounted at risk-adjusted
rates.

NOTE 6. DEBT

Mortgage Debt

On June 30, 1993, the General Partner completed a restructuring of the
Partnership's first mortgage (the "Mortgage Debt"). Pursuant to the terms of the
restructuring, the original Mortgage Debt of $128 million was divided into two
notes, Note A with a principal balance of $85 million and Note B with a
principal balance of $43 million, which mature on December 15, 1999. In
addition, interest rate swap termination costs of $9.3 million relating to the
original Mortgage Debt were established as Note C with a maturity date of
December 15, 2010. The Partnership paid $12.3 million to the lender which was
applied as follows: $7.6 million to the interest due through closing, $3.0
million to fund a new debt service reserve (the "Reserve"), $1.0 million as a
loan extension fee, and $.7 million to principal. The 1992 purchase price
adjustment made by Host Marriott to the Partnership was applied toward the
scheduled interest payment and to partially fund the Reserve. The remainder of
the payment was funded by a $2.0 million loan from the General Partner and from
the Partnership's operating cash account funds. The loan from the General
Partner bears interest at the prime lending rate plus 1% and matures on June 30,
2008.

Interest on Note A accrues at a floating rate, as elected by the Partnership,
equal to one percentage point over either one, two, three or six-month London
Interbank Offered Rate ("LIBOR"). Principal amortization of $600,000 was
required in 1993 escalating annually to $1 million in 1998. To the extent that
operating profit is not sufficient to fund required Note A interest and
principal, then necessary funds will be drawn from the Reserve. The weighted-
average effective interest rate on Note A was 6.7% and 6.2% for 1997 and 1996,
respectively. Interest on Note B accrues at LIBOR. To the extent that
operating profit is not sufficient to fund Note B interest in any fiscal year,
then Note B interest is limited to cash available after payment of Note A
principal and interest. Unpaid Note B interest for any fiscal year is forgiven.
The weighted-average effective interest rate on Note B was 5.7% and 5.5% for
1997 and 1996, respectively. In addition, to the extent that there was cash
available after payment of principal and interest on Note A and interest on Note
B, then such remaining cash was split 50% to the Partnership and 50% to the
Mortgage Escrow. The Mortgage Escrow was applied annually 50% to the payment of
additional principal on Note A and 50% to the principal on Note B, until the
Partnership received a cumulative amount equal to $7,352,000. The Partnership
reached this cumulative amount in September 1996. Thereafter, 100% of remaining
cash flow is reserved in the Mortgage Escrow and applied annually, 25% to Note A
and 75% to Note B. At December 31, 1997, the balance of the Mortgage Escrow was
$11.6 million and is included in the accompanying balance sheet. Note C bears
no interest and has no required principal amortization prior to its maturity.

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Scheduled amortization and maturities of the Mortgage Debt at December 31, 1997
are (in thousands):

[Download Table]

1998.............. $ 1,000
1999.............. 111,678
2000.............. 0
2001.............. 0
2002.............. 0
Thereafter........... 9,336
--------
$122,014
========

Deferred Purchase Debt

The Deferred Purchase Debt bears interest at 10% per annum and was due July 1,
1992. The note was required to be repaid from, and is secured by, the proceeds
of the Investor Notes which were due through June 20, 1992. Investor Notes
outstanding as of December 31, 1997 represent payments due from defaulters and
related interest payable under such notes. As a result of the Partnership's
failure to collect the Investor Notes in full, and subsequent failure to repay
the Deferred Purchase Debt in full, the Partnership is currently in default
under the terms of the Deferred Purchase Debt agreements. Host Marriott has the
right to perfect a security interest in the Units securing the defaulted
Investor Notes. However, Host Marriott agreed not to foreclose on its interest
in the Units prior to the earlier of the sale of the Hotels or January 1, 1998.
As of April 8, 1998, Host Marriott has not exercised its option to foreclose on
its interest in the Units. Total accrued interest on the Deferred Purchase Debt
at December 31, 1997 and 1996, was $47,000 and $42,000, respectively.

NOTE 7. MANAGEMENT AGREEMENT

The Partnership entered into a hotel management agreement on the Initial Closing
Date with MII to manage the Hotels for an initial 20-year term expiring December
31, 2009. During 1996, MII assigned all of its interest in the hotel management
agreement to MHSI, a wholly-owned subsidiary of MII. MHSI has the option to
renew the hotel management agreement on one or more of the Hotels for up to five
successive 10-year terms (four successive 10-year terms for the Fullerton
Hotel). MHSI earns a base management fee equal to 3% of gross sales.

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Pursuant to the terms of the hotel management agreement, MHSI is required to
furnish the Hotels with certain services ("Chain Services") which are generally
provided on a central or regional basis to all hotels in the Marriott full-
service hotel system. Chain Services include central training, advertising and
promotion, a national reservation system, computerized payroll and accounting
services, and such additional services as needed which may be more efficiently
performed on a centralized basis. Costs and expenses incurred in providing such
services are allocated among all domestic full-service hotels managed, owned or
leased by MII or its subsidiaries. In addition, the Hotels also participate in
Marriott's Rewards Program ("MRP") which succeeded the Marriott Honored Guest
Awards Program. The cost of this program is charged to all hotels in the
Marriott full-service hotel system based upon the MRP sales at each hotel. The
total amount of Chain Services and MRP costs charged to the Partnership was
$3,874,000 for 1997, $3,497,000 for 1996, $3,316,000 for 1995.

Pursuant to the terms of the hotel management agreement, the Partnership is
required to provide MHSI with working capital and supplies to meet the operating
needs of the Hotels. MHSI converts cash advanced by the Partnership into other
forms of working capital consisting primarily of operating cash, inventories,
and trade receivables and payables which are maintained and controlled by MHSI.
Upon termination of the hotel management agreement, the working capital and
supplies will be returned to the Partnership. The individual components of
working capital and supplies controlled by MHSI are not reflected in the
Partnership's balance sheet. A total of $4,500,000 was advanced to MHSI for
working capital and supplies of which $600,000 was returned to the Partnership
during 1995, $50,000 was returned during 1996 and $41,000 was returned in 1997
leaving a balance of $3,900,000, $3,850,000 and $3,809,000 as of December 31,
1995, 1996 and 1997, respectively, which is included in Due from Marriott Hotel
Services, Inc. in the accompanying balance sheet. The supplies advanced to MHSI
are recorded at their estimated net realizable value. At December 31, 1997 and
1996, accumulated amortization related to the revaluation of these supplies
totaled $473,000.

The hotel management agreement provides for the establishment of a property
improvement fund for each Hotel. Contributions to the property improvement fund
are equal to a percentage of gross Hotel sales. Contributions to the fund for
the Fairview Park, Southfield, Livonia and Fullerton Hotels were 3% for the
years 1995 through 1999 and 4% for the year 2000 and thereafter. The Dayton
Hotel contributes 4% annually. Annual contributions at the Research Triangle
Park Hotel were 3% through 1997 and will be 4% in 1998 and thereafter.
Aggregate contributions to the property improvement fund amounted to $2,442,000,
$2,258,000 and $2,104,000 for the years ended December 31, 1997, 1996 and 1995,
respectively.

NOTE 8. GROUND LEASES

The Partnership leases the land on which the Fullerton Hotel is located. The
initial term expires in 2019 with four successive 10-year renewals at the
Partnership's option. The lease provides for percentage rental equal to 4% of
gross room sales for each year. Prior to October 1995, the lease provided for
percentage rent equal to 2% of gross room sales. Ground rent expense incurred
for this lease for the years ended December 31, 1997, 1996 and 1995 was
$199,000, $185,000 and $99,000, respectively. The Partnership also leases the
land on which the Fairview Park Hotel parking garage is located. The lease
expires in 2085 and requires a nominal rental of $1 per year.

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CONDENSED STATEMENT OF OPERATIONS
MARRIOTT DIVERSIFIED AMERICAN HOTELS, L.P.
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER UNIT AMOUNTS)

[Download Table]

TWELVE WEEKS ENDED
MARCH 27, MARCH 28,
1998 1997
---------- ----------

REVENUES
Hotel revenues (Note 4).................................... $ 6,877 $ 5,524
------- -------

OPERATING COSTS AND EXPENSES
Depreciation and amortization.............................. 1,381 1,428
Base management fees due to Marriott Hotel Services, Inc... 552 486
Property taxes and other................................... 682 610
------- -------
2,615 2,524
------- -------

OPERATING PROFIT............................................ 4,262 3,000
Interest expense........................................... (1,922) (2,167)
Interest income............................................ 144 30
------- -------

NET INCOME.................................................. $ 2,484 $ 863
======= =======

ALLOCATION OF NET INCOME
General Partner............................................ $ 25 $ 9
Limited Partners........................................... 2,459 854
------- -------

$ 2,484 $ 863
======= =======

NET INCOME PER LIMITED PARTNER UNIT
(414 Units)................................................ $ 5,940 $ 2,063
======= =======

See Notes To Condensed Financial Statements.

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CONDENSED BALANCE SHEET
MARRIOTT DIVERSIFIED AMERICAN HOTELS, L.P.
(IN THOUSANDS)

[Enlarge/Download Table]

MARCH 27, DECEMBER 31,
1998 1997
--------- -----------
(UNAUDITED)
ASSETS

Property and equipment, net..................................... $107,233 $108,153
Mortgage escrow................................................. 13,417 11,624
Due from marriott hotel services, inc........................... 5,250 3,714
Debt service reserve fund....................................... 3,000 3,000
Property improvement fund....................................... 1,867 1,667
Deferred financing costs, net................................... 472 536
Cash and cash equivalents....................................... 1,099 1,137
-------- --------

Total Assets............................................... $132,338 $129,831
======== ========

LIABILITIES AND PARTNERS' DEFICIT

[Enlarge/Download Table]

LIABILITIES

Mortgage debt................................................. $121,783 $122,014
Debt service guarantee and related interest payable to
Host Marriott Corporation.................................... 20,038 19,762
Note payable and related interest due to the General Partner.. 2,849 2,804
Deferred purchase debt and related interest payable to
Host Marriott Corporation.................................... 691 676
Accounts payable and accrued expenses......................... 972 1,054
-------- --------

Total Liabilities.......................................... 146,333 146,310
-------- --------

PARTNERS' DEFICIT
General partner
Capital contributions net of offering costs of $15........... 403 403
Capital distributions........................................ (98) (98)
Cumulative net losses........................................ (394) (419)
-------- --------
(89) (114)
-------- --------
Limited Partners
Capital contributions net of offering costs of $4,785........ 35,830 35,830
Interest notes receivable.................................... (966) (966)
Capital distributions........................................ (9,738) (9,738)
Cumulative net losses........................................ (39,032) (41,491)
-------- --------
(13,906) (16,365)
-------- --------

Total Partners' Deficit.................................... (13,995) (16,479)
-------- --------

$132,338 $129,831
======== ========

See Notes to Condensed Financial Statements.

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CONDENSED STATEMENT OF CASH FLOWS
MARRIOTT DIVERSIFIED AMERICAN HOTELS, L.P.
(UNAUDITED)
(IN THOUSANDS)

[Download Table]

TWELVE WEEKS ENDED
MARCH 27, MARCH 28,
1998 1997
------------------- ----------

OPERATING ACTIVITIES
Net income........................................ $ 2,484 $ 863
Noncash items..................................... 1,780 1,819
Change in operating accounts...................... (1,618) (655)
------- -------

Cash provided by operating activities......... 2,646 2,027
------- -------

INVESTING ACTIVITIES
Additions to property and equipment, net.......... (460) (1,120)
Change in property improvement fund............... (200) 717
------- -------

Cash used in investing activities............. (660) (403)
------- -------

FINANCING ACTIVITIES
Mortgage escrow................................... (1,793) (1,191)
Payment of mortgage debt.......................... (231) (223)
------- -------

Cash used in financing activities............. (2,024) (1,414)
------- -------

(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS... (38) 210

CASH AND CASH EQUIVALENTS at beginning of period... 1,137 2,762
------- -------

CASH AND CASH EQUIVALENTS at end of period......... $ 1,099 $ 2,972
======= =======

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for mortgage interest................... $ 1,430 $ 1,858
======= =======

See Notes To Condensed Financial Statements.

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MARRIOTT DIVERSIFIED AMERICAN HOTELS, L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)

1. The accompanying condensed financial statements have been prepared by
Marriott Diversified American Hotels, L.P. (the "Partnership") without audit.
Certain information and footnote disclosures normally included in financial
statements presented in accordance with generally accepted accounting
principles have been condensed or omitted from the accompanying statements.
The Partnership believes the disclosures made are adequate to make the
information presented not misleading. However, the condensed financial
statements should be read in conjunction with the Partnership's financial
statements and notes thereto for the fiscal year ended December 31, 1997 in
the Partnership's Form 10.

In the opinion of the Partnership, the accompanying condensed unaudited
financial statements reflect all adjustments (which include only normal
recurring adjustments) necessary to present fairly the financial position of
the Partnership as of March 27, 1998, and the results of operations and cash
flows for the twelve weeks ended March 27, 1998 and March 28, 1997. Interim
results are not necessarily indicative of fiscal year performance because of
seasonal and short-term variations.

2. The Partnership owns and operates the Marriott Research Triangle Park,
Southfield Marriott, Detroit Marriott at Livonia, Fullerton Marriott,
Fairview Park Marriott and Dayton Marriott. The sole general partner of the
Partnership, with a 1% interest, is Marriott Corporation (the "General
Partner"), a wholly-owned subsidiary of Host Marriott Corporation ("Host
Marriott"). The remaining 99% interest in the Partnership is owned by the
limited partners.

3. For financial reporting purposes, net income of the Partnership is allocated
99% to the Limited Partners and 1% to the General Partner. Significant
differences exist between the net income for financial reporting purposes and
the net income reported for Federal income tax purposes. These differences
are due primarily to the use, for income tax purposes, of accelerated
depreciation methods and shorter depreciable lives of the assets and
differences in the timing of recognition of incentive management fee expense.

4. Hotel revenues represent house profit of the Partnership's Hotels since the
Partnership has delegated substantially all of the operating decisions
related to the generation of house profit of the Hotels to Marriott Hotel
Services, Inc. (the "Manager"). House profit reflects hotel operating
results which flow to the Partnership as property owner and represents gross
hotel sales less property-level expenses, excluding depreciation and
amortization, base and incentive management fees, property taxes, ground
rent, insurance and other costs, which are disclosed separately in the
condensed statement of operations.

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Partnership revenues generated by the Hotels consist of (in thousands):

[Download Table]

Twelve Weeks Ended
March 27, March 28,
1998 1997
--------- ---------

HOTEL REVENUES
Rooms........................... $12,246 $10,781
Food and beverage............... 5,218 4,569
Other........................... 952 869
------- -------
18,416 16,219
------- -------
HOTEL EXPENSES
Departmental direct costs
Rooms.......................... 2,960 2,681
Food and beverage.............. 4,027 3,753
Other hotel operating expenses.. 4,552 4,261
------- -------
11,539 10,695
------- -------

HOTEL REVENUES.................... $ 6,877 $ 5,524
======= =======

5. Certain reclassifications were made to the prior year financial statements to
conform to the 1998 presentation.

6. On November 20, 1997, the Emerging Issues Task Force ("EITF") of the
Financial Accounting Standards Board reached a consensus on EITF 97-2,
"Application of FASB Statement No. 94 and APB Opinion No. 16 to Physician
Practice Management Entities and Certain Other Entities with Contractual
Management Arrangements." EITF 97-2 addresses the circumstances in which a
management entity may include the revenues and expenses of a managed entity
in its financial statements.

The Partnership is assessing the impact of EITF 97-2 on its policy of
excluding the property-level revenues and operating expenses of its hotels
from its statements of operations.

7. On April 17, 1998, Host Marriott, parent company of the General Partner of
the Partnership, announced that its Board of Directors has authorized Host
Marriott to reorganize its business operations to qualify as a real estate
investment trust ("REIT") to become effective as of January 1, 1999.

As part of the REIT reorganization, Host Marriott has formed an operating
partnership (the "Operating Partnership"). The Operating Partnership is
proposing to acquire by merger (the "Mergers") eight limited partnerships
that own full-service hotels in which Host Marriott or its subsidiaries are
general partners, including the Partnership. As more fully described in the
registration statement filed with the Securities and Exchange Commission on
June 2, 1998, limited partners of those partnerships that participate in the
Mergers will receive either units or, at their election, unsecured notes
issued by the Operating Partnership in exchange for their partnership
interests in the Partnerships.

Consummation of the REIT reorganization is subject to significant
contingencies that are outside the control of Host Marriott, including final
Board approval, consent of shareholders, partners, bondholders, lenders, and
ground lessors of Host Marriott, its affiliates and other third parties.
Accordingly, there can be no assurance that the REIT reorganization will be
completed or that it will be effective as of January 1, 1999.

10-12G 42nd Page of 46 TOC 1st Previous Next Bottom Just 42nd

ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None

ITEM 15. FINANCIAL STATEMENTS, SUPPLEMENTARY DATA AND EXHIBITS

(a) The financial statements filed as a part of this Form 10 are
listed in item 13 on Page 2.

Supplementary Financial Statement Schedule - Page
Marriott Diversified American Hotels, L.P. ----

III. Real Estate and Accumulated Depreciation 43-44

Schedules I through V inclusive, other than those listed above, are omitted
because of the absence of conditions under which they are required or because
the required information is included in the financial statements or notes
thereto.

Exhibit # Description
--------- -----------

3.a. Amended and Restated Agreement of Limited Partnership of Marriott
Diversified American Hotels, L.P. dated February 7, 1990.

10.a. Amended and Restated Loan Agreement Between Marriott Diversified
American Hotels, L.P. and NationsBank of Georgia, National Association
dated June 30, 1993.

10.b. First Amendment of Amended and Restated Loan Agreement by dated
October 17, 1994 by and between NationsBank of Georgia, National
Association and Marriott Diversified American Hotels, L.P.

10.c. Cash Collateral Agreement dated as of June 30, 1993, by and between
Marriott Diversified American Hotels, L.P. and NationsBank of Georgia,
National Association.

10.d. First Amendment to Cash Collateral Agreement dated July 22, 1994 by
and between Marriott Diversified American Hotels, L.P. and NationsBank
of Georgia, National Association.

10.e. Reaffirmation of Foreclosure Guarantee dated as of June 30, 1993
executed and delivered by Marriott MDAH ONE CORPORATION in favor of
NationsBank of Georgia, National Association.

10.f. Amended and Restated Line of Credit and Reimbursement Agreement on
June 30, 1993 by and among Marriott Corporation, MDAH ONE CORPORATION
and Marriott Diversified American Hotels, L.P.

10.g. Series A Promissory Note dated December 15, 1992 between Marriott
Diversified American Hotels, L.P. and NationsBank of Georgia, National
Association.

10.h. Series B Promissory Note dated December 15, 1992 between Marriott
Diversified American Hotels, L.P. and NationsBank of Georgia, National
Association.

10.i. Series C Promissory Note dated December 15, 1992 between Marriott
Diversified American Hotels, L.P. and NationsBank of Georgia, National
Association.

10.j. Amended and Restated Management Agreement by and between Marriott
International, Inc. and Marriott Diversified American Hotels, L.P.
dated June 30, 1993.

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Exhibit # Description
--------- -----------

10.k. Amended and Restated Assignment of Management Agreement made June 30,
1993 by and among Marriott Diversified American Hotels, L.P., Marriott
International Inc. and, NationsBank of Georgia, National Association.

10.l. First Amendment to Amended and Restated Assignment of Management
Agreement dated as of July 22, 1994 by and among Marriott Diversified
American Hotels, L.P. and Marriott International Inc. and NationsBank
of Georgia, National Association.

10.m. $2,000,000 Promissory Note dated June 30, 1993 by and between Marriott
Diversified American Hotels, L.P. and MDAH ONE CORPORATION.

10.n. $13,000,000 Promissory Note dated June 30, 1993 by and between
Marriott Diversified American Hotels, L.P. and MDAH ONE CORPORATION.

10.o. Assignment of Closing and Indemnity Agreement made on June 30, 1993 by
and among Marriott Diversified American Hotels, L.P., Marriott
Corporation and NationsBank of Georgia, National Association.

10.p. Subordination Agreement dated as of June 30, 1993 by and among
Marriott MDAH ONE CORPORATION, Marriott Diversified American Hotels,
L.P. and NationsBank of Georgia, National Association.

10.q. Subordination Agreement dated as of June 30, 1993 by and among
Marriott Corporation, Marriott Diversified American Hotels, L.P. and
NationsBank of Georgia, National Association.

10.r. Subordination Agreement dated as of June 30, 1993 by and among
Marriott International, Inc., Marriott Diversified American Hotels,
L.P. and NationsBank of Georgia, National Association.

27. Financial Data Schedule.

(b) Reports on Form 8-K. No reports on Form 8-K were filed during
1997.

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SCHEDULE III
Page 1 of 2
MARRIOTT DIVERSIFIED AMERICAN HOTELS, L.P.
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1997
(IN THOUSANDS)

[Download Table]

Initial Costs
---------------------
Subsequent
Building and Costs
Description Encumbrances Land Improvements Capitalized
--------------------------- ------------ ------- ------------ ------------

Research Triangle Park
Marriott $ 1,831 $ 11,352 $ 281
Morrisville,
North Carolina

Southfield Marriott 1,644 13,850 976
Southfield, Michigan

Livonia Marriott 1,663 13,334 1,036
Livonia, Michigan

Fullerton Marriott -- 13,609 647
Fullerton, California

Fairview Park Marriott 4,921 36,570 3,460
Falls Church, Virginia

Dayton Marriott 1,353 19,916 (984)
------- -------- ------
Dayton, Ohio

Total $122,014 $11,412 $108,631 $5,416
======== ======= ======== ======

[Enlarge/Download Table]

Gross Amount at December 31,
1997
-------------------------------
Date of
Building and Accumulated Completion of Date Depreciation
Description Land Improvements Total Depreciation Construction Acquired Life
--------------------------- ------- ------------ -------- ------------ ------------ -------- ------------

Research Triangle Park $ 1,831 $ 11,633 $ 12,797 $ 2,556 1988 1990 40 years
Marriott
Morrisville, North Carolina

Southfield Marriott 1,644 14,826 16,310 3,258 1989 1990 40 years
Southfield, Michigan

Livonia Marriott 1,663 14,370 15,808 3,158 1989 1990 40 years
Livonia, Michigan

Fullerton Marriott -- 14,256 15,682 3,132 1989 1990 40 years
Fullerton, California

Fairview Park Marriott 4,921 40,030 44,036 8,796 1989 1990 40 years
Falls Church, Virginia

Dayton Marriott 1,353 18,932 20,826 4,160 1982 1990 40 years
------- -------- -------- -------
Dayton, Ohio

Total $11,412 $114,047 $125,459 $25,060
======= ======== ======== =======

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SCHEDULE III
PAGE 2 OF 2
MARRIOTT DIVERSIFIED AMERICAN HOTELS, L.P.
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1997
(IN THOUSANDS)

[Download Table]

Notes: 1995 1996 1997
-------- -------- -------- --------

(a) The changes in the total cost of land,
buildings and improvements for the
three years ended December 31, 1997
are as follows:

Balance at beginning of year.......... $121,240 $121,685 $123,806
Capital Expenditures............... 445 2,121 1,653
Dispositions....................... -- -- --
-------- -------- --------
Balance at end of year................ $121,685 $123,806 $125,459
======== ======== ========

(b) The changes in accumulated depreciation and amortization
for the three years ended December 31, 1997 were as follows:

Balance at beginning of year.......... $ 14,981 $ 18,126 $ 21,507
Depreciation....................... 3,145 3,381 3,553
Disposition and other.............. -- -- --
-------- -------- --------
Balance at end of year................ $ 18,126 $ 21,507 $ 25,060
======== ======== ========

(c) The aggregate cost of land, buildings and
improvements for Federal income tax purposes
was approximately $125 million at December 31, 1997.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this Form 10 to be signed on its
behalf by the undersigned, thereunto duly authorized, on this 12th day of
June 1998.

MARRIOTT DIVERSIFIED AMERICAN HOTELS, L.P.

BY: Marriott MDAH One Corporation
General Partner

/s/ Patricia K. Brady
-------------------------------------------
Patricia K. Brady
Vice President and Chief Accounting Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
the capacities and on the date indicated above.

Signature Title
(Marriott MDAH One Corporation)

/s/ Bruce F. Stemerman President and Director
--------------------------- (Principal Executive Officer)
Bruce F. Stemerman

/s/ Christopher G. Townsend Vice President, Secretary and Director
---------------------------
Christopher G. Townsend

/s/ Patricia K. Brady Vice President and Chief Accounting Officer
---------------------------
Patricia K. Brady

/s/ Bruce Wardinski Treasurer
---------------------------
Bruce Wardinski

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This 10-12G Filing	Date	First	Last	Other Filings

	6/20/92	3	35
	7/1/92	35
	12/15/92	42
	6/30/93	3	43
	10/8/93	16
	12/31/93	4	35
	7/22/94	42	43
	10/17/94	42
	12/31/94	28
	12/31/95	5	36
	12/31/96	5	36
	3/28/97	7	40
	11/20/97	32	41
	12/31/97	4	45
	1/1/98	35
	3/27/98	7	40
	4/8/98	25	35
	4/17/98	6	41
	6/2/98	7	41
Filed On / Filed As Of	6/12/98
	1/1/99	6	41
	12/15/99	3	34
	6/30/08	4	34
	12/31/09	4	35
	12/15/10	3	34

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Marriott Diversified American Hotels LP · 10-12G · On 6/12/98

Filed On 6/12/98 · SEC File 0-24463 · Accession Number 928385-98-1229

﻿Registration of Securities (General Form) — Form 10Filing Table of Contents

﻿10-12G — Form 10Document Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

Registration of Securities (General Form) — Form 10
Filing Table of Contents

10-12G — Form 10
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