================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported) November 28, 2000 ------------------------------- HOST MARRIOTT CORPORATION (Exact Name of Registrant as Specified in its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-14625 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 (310) 380-9000 (Former Name or Former Address, if changed since last report.) ================================================================================ 1 Form 8-K ITEM 2. ACQUISITIONS OR DISPOSITIONS OF ASSETS Host Marriott Corporation ("Host REIT"), through its operating partnership Host Marriott, L.P. ("Host LP"), has agreed to purchase certain subsidiaries of Crestline Capital Corporation ("Crestline") that hold the leasehold interests with respect to 117 hotel properties owned by Host LP. Host LP will purchase these entities, whose primary assets are the leasehold interests, for approximately $205 million. Host LP also agreed to execute a standard management agreement with Crestline allowing them to operate the Plaza San Antonio hotel. Host Marriott Corporation is amending its 8-K filed November 28, 2000 to include as an exhibit the Acquisition and Exchange Agreement by and among Host Marriott, L.P. and Crestline Capital. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 99.2 - Acquisition and Exchange Agreement dated November 13, 2000 by and among Host Marriott, L.P. and Crestline Capital Corporation 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 authorized. HOST MARRIOTT CORPORATION By: /s/ Donald D. Olinger --------------------------------- Donald D. Olinger Senior Vice President and Corporate Controller Date: December 14, 2000 2