================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
____________________
Host Marriott Corporation
(Exact name of Registrant as specified in its charter)
MARYLAND 53-0085950
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10400 Fernwood Road 20817-1109
Bethesda, Maryland (Zip Code)
(Address of Principal Executive Offices)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box. [X] box. [_]
Securities Act registration statement file number to which this form relates:
333-67907
---------
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
10% Class C Cumulative Redeemable Preferred Stock, par value $.01 per share
(Title of Class)
Securities to be registered pursuant to Section 12(g) of the Act:
None
================================================================================
Item 1. Description of Registrant's Securities to be Registered.
A complete description of the 10% Class C Cumulative Redeemable
Preferred Stock, par value $.01 per share, of Host Marriott Corporation (the
"Registrant"), which is to be registered hereunder is contained under the
caption "Description of the Class C Preferred Stock" in the Prospectus
Supplement, dated March 22, 2001, to the Prospectus, dated December 30, 1998,
relating to the offering of 5,200,000 shares of Preferred Stock of the
Registrant (5,980,000 shares if the underwriters' over-allotment option is
exercised in full) which was filed pursuant to Rule 424(b) by the Registrant
with the Securities and Exchange Commission on March 23, 2001. Such description
is hereby incorporated by reference.
Item 2. Exhibits
The following exhibits are filed herewith or are incorporated by
reference as indicated below.
Exhibit
Number Description
- -------------- ------------------------------------------------------------------------
3.1 Articles of Amendment and Restatement of Articles of Incorporation of
the Registrant (incorporated by reference to Exhibit 3.1 of Host
Marriott Corporation Registration Statement No. 333-67907).
4.1 Form of Articles Supplementary for the 10% Class C Cumulative
Redeemable Preferred Stock of the Registrant.
4.2 Specimen Certificate for shares of 10% Class C Cumulative
Redeemable Preferred Stock of the Registrant.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
HOST MARRIOTT CORPORATION
Date: March 23, 2001 By:/s/ Robert E. Parsons, Jr.
-------------------------------
Name: Robert E. Parsons, Jr.
Title: Executive Vice President
EXHIBIT INDEX
Exhibit
Number Description
- -------------- --------------------------------------------------------------
3.1 Articles of Amendment and Restatement of Articles of
Incorporation of the Registrant (incorporated by reference to
Exhibit 3.1 of Host Marriott Corporation Registration Statement
No. 333-67907).
4.1 Form of Articles Supplementary for the 10% Class C Cumulative
Redeemable Preferred Stock of the Registrant.
4.2 Specimen Certificate for shares of 10% Class C Cumulative
Redeemable Preferred Stock of the Registrant.