================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported) August 15, 1997 ------------------------- HOST MARRIOTT CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-5664 53-0085950 (Commission File Number) (I.R.S. Employer Identification Number) 10400 Fernwood Road, Bethesda, Maryland 20817 (Address of Principal Executive Offices) (Zip Code) ---------------------------- Registrant's Telephone Number, Including Area Code (301) 380-9000 (Former Name or Former Address, if changed since last report.) ================================================================================ FORM 8-K ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On August 15, 1997, Host Marriott Corporation ("Host Marriott"), through a joint venture with Interstate Hotels Company ("Interstate"), acquired a controlling interest in the Manhattan Beach Radisson Plaza in Manhattan Beach, California, which has been converted to the Marriott brand. The joint venture purchased the hotel for $38.25 million. Host Marriott will own a 75% interest in the venture. Interstate will own 25% and will remain as manager of the property under a Marriott franchise agreement. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial statements of business acquired: It is impracticable for the Registrant to provide the required financial statements and pro forma financial information at the time of this filing. The Registrant will file such financial statements and pro forma financial information by amendment no later than 60 days after the date this report is filed, as permitted under Item 7 of Form 8-K. (c) Exhibits: (10.1)Purchase and Sale Agreement and Joint Escrow Instructions Agreement, dated as of June 30, 1997, between Manhattan Beach Hotel Partners, L.P. and HMC/Interstate Manhattan Beach, L.P. (99) News Release dated August 18, 1997. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. HOST MARRIOTT CORPORATION By: /s/ Donald D. Olinger -------------------------------- Donald D. Olinger Senior Vice President and Corporate Controller Date: September 2, 1997