Exhibit 99.1
LETTER OF TRANSMITTAL
To Tender
Unregistered 9 1/2% Series H Senior Notes due 2007
(including those in book-entry form)
of
HOST MARRIOTT, L.P.
Pursuant to the Exchange Offer and Prospectus dated January , 2002
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW
YORK CITY TIME, ON , 2002 (THE "EXPIRATION DATE"), UNLESS THE EXCHANGE
OFFER IS EXTENDED BY HOST MARRIOTT, L.P.
The Exchange Agent for the Exchange Offer is:
HSBC Bank USA
Deliver to:
HSBC Bank USA, Exchange Agent
By Registered or Certified Mail: By Hand or Overnight Delivery:
Lower Level Lower Level
One Hanson Place One Hanson Place
Brooklyn, New York 11243 Brooklyn, New York 11243
Attn: Issuer Services Attn: Issuer Services
By Facsimile:
(Eligible Institutions Only)
(718) 488-4488
Attn: Paulette Shaw
For Information or
Confirmation by Telephone:
(718) 488-4475
Originals of all documents sent by facsimile should be sent promptly by
registered or
certified mail, by hand or by overnight delivery service.
Delivery of this Letter of Transmittal to an address or transmission of
instructions via facsimile other than as set forth above will not constitute a
valid delivery.
IF YOU WISH TO EXCHANGE UNREGISTERED 9 1/2% Series H SENIOR NOTES DUE 2007
(THE "SERIES H NOTES"), FOR AN EQUAL AGGREGATE PRINCIPAL AMOUNT OF REGISTERED 9
1/2% SERIES I SENIOR NOTES DUE 2007 (THE "SERIES I NOTES"), PURSUANT TO THE
EXCHANGE OFFER, YOU MUST VALIDLY TENDER (AND NOT WITHDRAW) OLD NOTES TO THE
EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.
SIGNATURES MUST BE PROVIDED.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY BEFORE
COMPLETING THIS LETTER OF TRANSMITTAL
This Letter of Transmittal is to be completed by holders of Series H senior
notes either if Series H senior notes are to be forwarded herewith or if
tenders of Series H senior notes are to be made by book-entry transfer to an
account maintained by HSBC Bank USA (the "Exchange Agent") at The Depository
Trust Company pursuant to the procedures set forth in "The Exchange Offer--
Procedures for Tendering" in the Prospectus (as defined).
Holders of Series H senior notes whose certificates for such Series H senior
notes are not immediately available or who cannot deliver their certificates
and all other required documents to HSBC Bank USA on or prior to the Expiration
Date or who cannot complete the procedures for book-entry transfer on a timely
basis, must tender their Series H senior notes according to the guaranteed
delivery procedures set forth in "The Exchange Offer--Guaranteed Delivery
Procedures" in the Prospectus.
DESCRIPTION OF TENDERED OLD NOTES
- --------------------------------------------------------------------------------
Name(s) and Address(es) of Aggregate
Registered Owner(s) as Certificate Principal Amount
it appears on the 9 1/2% Number(s) of of Series H
Senior Notes due 2007 Series H senior senior notes
(Please fill in, if blank) notes Tendered
- -------------------------------------------------------------------
---------------------------------------
---------------------------------------
---------------------------------------
---------------------------------------
---------------------------------------
Total Principal
Amount of Old
Notes Tendered
- -------------------------------------------------------------------
By crediting Notes to the Exchange Agent's Accountant at the Book-Entry
Transfer Facility in accordance with the Book-Entry Transfer Facility's
Automated Tender Offer Program ("ATOP") and by complying with applicable ATOP
procedures with respect to the Exchange Offer, including transmitting an
Agent's message to the Exchange Agent in which the holder of Notes acknowledges
and agrees to be bound by the terms of this Letter, the participant in ATOP
confirms on behalf of itself and the beneficial owners of such Notes all
provisions of this Letter applicable to it and such beneficial owners as if it
had completed the information required herein and executed and transmitted this
Letter to the Exchange Agent.
[_]CHECK HERE IF TENDERED OLD NOTES ARE ENCLOSED HEREWITH.
[_]CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY
TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution _______________________________________________
Account Number ______________________________________________________________
Transaction Code Number _____________________________________________________
[_]CHECK HERE AND ENCLOSE A COPY OF THE NOTICE OF GUARANTEED DELIVERY IF
TENDERED NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED
DELIVERY AND COMPLETE THE FOLLOWING:
Name of Registered Holder(s) ________________________________________________
Window Ticket Number (if any) _______________________________________________
Date of Execution of Notice of Guaranteed Delivery __________________________
Name of Institution which Guaranteed Delivery _______________________________
If Guaranteed Delivery is to be made By Book-Entry Transfer:
Name of Tendering Institution _______________________________________________
Account Number ______________________________________________________________
Transaction Code Number _____________________________________________________
Ladies and Gentlemen:
1. The undersigned hereby tenders to Host Marriott, L.P., a Delaware limited
partnership (the "Company"), the Series H senior notes, described above
pursuant to the Company's offer of $1,000 principal amount of the Series I
senior notes, in exchange for each $1,000 principal amount of the Series H
senior notes, upon the terms and subject to the conditions contained in the
Prospectus dated January , 2002 (the "Prospectus"), receipt of which is hereby
acknowledged, and in this Letter of Transmittal (which together constitute the
"Exchange Offer").
2. The undersigned hereby represents and warrants that it has full authority
to tender the Series H senior notes described above. The undersigned will, upon
request, execute and deliver any additional documents deemed by the Company to
be necessary or desirable to complete the tender of Series H senior notes.
3. The undersigned understands that the tender of the Series H senior notes
pursuant to all of the procedures set forth in the Prospectus will constitute
an agreement between the undersigned and the Company as to the terms and
conditions set forth in the Prospectus.
4. The undersigned hereby represents and warrants that;
(i) the Series I senior notes acquired pursuant to the Exchange Offer
are being obtained in the ordinary course of business of the undersigned,
whether or not the undersigned is the holder;
(ii) neither the undersigned nor any such other person is engaging in or
intends to engage in a distribution of such Series I senior notes;
(iii) neither the undersigned nor any such other person has an
arrangement or understanding with any person to participate in the
distribution of such Series I senior notes;
(iv) if the undersigned is a resident of the State of California, it
falls under the self-executing institutional investor exemption set forth
under Section 25102(i) of the Corporate Securities Law of 1968 and Rules
260.102.10 and 260.105.14 of the California Blue Sky Regulations;
(v) if the undersigned is a resident of the Commonwealth of
Pennsylvania, it falls under the self-executing institutional investor
exemption set forth under Sections 203(c), 102(d) and (k) of the
Pennsylvania Securities Act of 1972, Section 102.111 of the Pennsylvania
Blue Sky Regulations and an interpretive opinion dated November 16, 1985;
(vi) the undersigned acknowledges and agrees that any person who is a
broker-dealer registered under the Securities Exchange Act of 1934, as
amended, or is participating in the Exchange Offer for the purpose of
distributing the Series I senior notes must comply with the registration
and prospectus delivery requirements of the Securities Act in connection
with a secondary resale transaction of the Series I senior notes or
interests therein acquired by such person and cannot rely on the position
of the staff of the Securities and Exchange Commission set forth in certain
no-action letters;
(vii) the undersigned understands that a secondary resale transaction
described in clause (vi) above and any resales of Series I senior notes or
interests therein obtained by such holder in exchange for Series H senior
notes or interests therein originally acquired by such holder directly from
the Company should be covered by an effective registration statement
containing the selling security holder information required by Item 507 or
Item 508, as applicable, of Regulation S-K of the Commission; and
(viii) neither the holder nor any such other person is an "affiliate,"
as such term is defined under Rule 405 promulgated under the Securities Act
of 1933, as amended, of the Company.
5. If the undersigned is not a broker-dealer, the undersigned represents
that it is not engaged in, and does not intend to engage in, a distribution of
Series I senior notes. If the undersigned is a broker-dealer that will receive
Series I senior notes for its own account in exchange for Series H senior notes
that were acquired as a result of market-making activities or other trading
activities, it acknowledges that it will deliver a prospectus in connection
with any resale of such Series I senior notes, however, by so acknowledging and
delivering a prospectus, the undersigned will not be deemed to admit that it is
an "underwriter" within the meaning of the Securities Act of 1933. If the
undersigned is a broker-dealer and Series H senior notes held for its own
account were not acquired as a result of market-making or other trading
activities, such Series H senior notes cannot be exchanged pursuant to the
Exchange Offer.
6. Any obligation of the undersigned hereunder shall be binding upon the
successors, assigns, executors, administrators, trustees in bankruptcy and
legal and personal representatives of the undersigned.
7. Unless otherwise indicated herein under "Special Delivery Instructions,"
the certificates for the Series I senior notes will be issued in the name of
the undersigned.
SPECIAL DELIVERY INSTRUCTIONS
(See Instruction 1)
To be completed ONLY IF the Se-
ries I senior notes are to be is-
sued or sent to someone other
than the undersigned or to the
undersigned at an address other
than that provided above.
Mail [_] Issue [_]
(check appropriate boxes) certif-
icates to:
Name _____________________________
(Please Print)
Address __________________________
__________________________________
(Include Zip Code)
__________________________________
(Taxpayor Identification or
Social Security Number)
SIGNATURE
To be completed by all exchanging noteholders. Must be signed by
registered holder exactly as name appears on Series H senior notes. If
signature is by trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or
representative capacity, please set forth full title. See Instruction 3.
X ___________________________________________________________________________
X ___________________________________________________________________________
Signature(s) of Registered Holder(s) or Authorized Signature
Dated: ______________________________________________________________________
Name(s): ____________________________________________________________________
(Please Type or Print)
Capacity: ___________________________________________________________________
Address: ____________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
(Including Zip Code)
Area Code and Telephone
No.: ________________________________________________________________________
SIGNATURE GUARANTEE (If Required by Instruction 1)
Certain Signatures Must be Guaranteed by an Eligible Institution
_____________________________________________________________________________
(Name of Eligible Institution Guaranteeing Signatures)
_____________________________________________________________________________
(Address (including zip code) and Telephone Number (including area code) of
Firm)
_____________________________________________________________________________
(Authorized Signature)
_____________________________________________________________________________
(Printed Name)
_____________________________________________________________________________
(Title)
Dated: ______________________________________________________________________
PLEASE READ THE INSTRUCTIONS BELOW,
WHICH FORM A PART OF THIS LETTER OF TRANSMITTAL
INSTRUCTIONS
1. Guarantee of Signatures. Signatures on this Letter of Transmittal must be
guaranteed by an eligible guarantor institution that is a member of or
participant in the Securities Transfer Agents Medallion Program, the New York
Stock Exchange Medallion Signature Program or by an "eligible guarantor
institution" within the meaning of Rule l7Ad-15 promulgated under the Exchange
Act of 1934 (an "Eligible Institution") unless the box entitled "Special
Delivery Instructions" above has not been completed or the Series H senior
notes described above are tendered for the account of an Eligible Institution.
2. Delivery of Letter of Transmittal and Series F senior notes. This Letter
of Transmittal is to be completed by Holders (i) if certificates are to be
forwarded herewith, or (ii) if tenders are to be made pursuant to the
procedures for tender by book entry transfer or guaranteed delivery set forth
in the Prospectus dated March 9, 2001. Certificates for all physically tendered
Old Notes or any confirmation of a book entry transfer (a "Book Entry
Confirmation"), as well as a properly completed and duly executed copy of this
Letter of Transmittal or facsimile hereof, and any other documents required by
this Letter of Transmittal, must be received by the Depository at the address
set forth in this Letter of Transmittal prior to the Expiration Date. Holders
who elect to tender Old Notes and (i) whose Old Notes are not immediately
available, (ii) who cannot deliver the Old Notes or other required documents to
the Depository on or prior to the Expiration Date or (iii) who are unable to
complete the procedure for book entry transfer on a timely basis, may have such
tender effected if: (a) such tender is made through an Eligible Institution;
(b) prior to the Expiration Date, the Depository has received from such
Eligible Institution a properly completed and duly executed Letter of
Transmittal (or a facsimile hereof) and Notice of Guaranteed Delivery (by
facsimile transmission, mail or hand delivery) setting forth the name and
address of the Holder of such Old Notes and the principal amount of Old Notes
tendered and stating that the tender is being made thereby and guaranteeing
that, within three New York Stock Exchange trading days after the Expiration
Date, the certificates representing such Old Notes (or a Book Entry
Confirmation), in proper form for transfer, and any other documents required by
this Letter of Transmittal, will be deposited by such Eligible Institution with
the Depository; and (c) certificates for all Old Notes, or a Book Entry
Confirmation, together with a copy of the previously executed Letter of
Transmittal and any other required documents are received by the Depository
within three New York Stock Exchange trading days after the Expiration Date.
THE METHOD OF DELIVERY OF OLD NOTES AND THE LETTER OF TRANSMITTAL AND ALL
OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT THE ELECTION AND RISK OF
THE HOLDER. INSTEAD OF DELIVERY BY MAIL, IT IS RECOMMENDED THAT HOLDERS USE AN
OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL CASES, SUFFICIENT TIME SHOULD BE
ALLOWED TO ASSURE DELIVERY TO THE EXCHANGE AGENT BEFORE THE EXPIRATION DATE. NO
LETTER OF TRANSMITTAL OR OLD NOTES SHOULD BE SENT TO THE COMPANY. HOLDERS MAY
REQUEST THEIR RESPECTIVE BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES,
OR NOMINEES TO EFFECT THE ABOVE TRANSACTIONS FOR SUCH HOLDERS.
3. Signature on Letter of Transmittal, Bond Powers and Endorsements. If this
Letter of Transmittal is signed by a person other than a registered holder of
any Series H senior notes, such Series H senior notes must be endorsed or
accompanied by appropriate bond powers, signed by such registered holder
exactly as such registered holder's name appears on such Series H senior notes.
If this Letter of Transmittal or any Series H senior notes or bond powers
are signed by trustees, executors, administrators, guardians, attorneys-in-
fact, officers of corporations, or others acting in a fiduciary or
representative capacity, such persons should so indicate when signing, and,
unless waived by the Company, proper evidence satisfactory to the Company of
their authority to so act must be submitted with this Letter of Transmittal.
4. Miscellaneous. All questions as to the validity, form, eligibility
(including time of receipt), acceptance, and withdrawal of tendered Series H
senior notes will be determined by the Company in its sole discretion, which
determination will be final and binding on all parties. The Company reserves
the absolute right to reject any or all Series H senior notes not properly
tendered or any Series H senior notes the Company's acceptance of which would,
in the opinion of counsel for the Company, be unlawful. The Company also
reserves the right to waive any defects, irregularities, or conditions of
tender as to particular Series H senior notes. The Company's interpretation of
the terms and conditions of the Exchange Offer (including the instructions in
this Letter of Transmittal) will be final and binding. Unless waived, any
defects or irregularities in connection with tenders of Series H senior notes
must be cured within such time as the Company shall determine. Neither the
Company, the Exchange Agent, nor any other person shall be under any duty to
give notification of defects in such tenders or shall incur any liability for
failure to give such notification. Tenders of Series H senior notes will not be
deemed to have been made until such defects or irregularities have been cured
or waived. Any Series H senior notes received by the Exchange Agent that are
not properly tendered and as to which the defects or irregularities have not
been cured or waived will be returned by the Exchange Agent to the tendering
holder thereof as soon as practicable following the Expiration Date.
5. Tax Identification Number. Federal income tax law requires that a holder
whose tendered Series H senior notes are accepted for exchange must provide the
Exchange Agent (a payer) with his or her correct taxpayer identification number
("TIN"), which, in the case of a holder who is an individual, is his or her
social security number. If the Exchange Agent is not provided with the correct
TIN, the holder may be subject to a $50 penalty imposed by the Internal Revenue
Service. In addition, delivery to the holder of the Series I senior notes
pursuant to the Exchange Offer may be subject to backup withholding (If
withholding results in overpayment of taxes, a refund may be obtained.) Exempt
holders (including, among others, all corporations and certain foreign
individuals) are not subject to these backup withholding and reporting
requirements. See the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for additional instructions.
Under Federal income tax laws, payments that may be made by the Company on
account of Series I senior notes issued pursuant to the Exchange Offer may be
subject to backup withholding at a rate of 31%. In order to prevent backup
withholding, each tendering holder must provide his or her correct TIN by
completing the "Substitute Form W-9" referred to above, certifying that the TIN
provided is correct (or that the holder is awaiting a TIN) and that: (a) the
holder has not been notified by the Internal Revenue Service that he or she is
subject to backup withholding as a result of failure to report all interest or
dividends; or (b) the Internal Revenue Service has notified the holder that he
or she is no longer subject to backup withholding; or (c) certify in accordance
with the Guidelines that the holder is exempt from backup withholding. If the
Series H senior notes are in more than one name or are not in the name of the
actual owner, consult the enclosed Guidelines for information on which TIN to
report.
IMPORTANT TAX INFORMATION
Under current federal income tax law, a holder whose tendered Series H
senior notes are accepted for exchange is required to provide the Company (as
payer), through the Exchange Agent, with the holder's correct taxpayer
identification number ("TIN") on Substitute Form W-9 or otherwise establish a
basis for exemption from backup withholding. If the holder is an individual,
the TIN is the holder's social security number. If the Exchange Agent is not
provided with the correct taxpayer identification number, the holder may be
subject to a monetary penalty imposed by the Internal Revenue Service. In
addition, delivery to the holder of the Exchange Notes may be subject to backup
withholding.
Certain holders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. Exempt holders should indicate their exempt status on Substitute
Form W-9. A foreign individual may qualify as an exempt recipient by submitting
to the Exchange Agent a properly completed Internal Revenue Service Form W-8
(which the Exchange Agent will provide upon request) signed under penalty of
perjury, attesting to the holder's exempt status. See the enclosed Guidelines
for Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional instructions.
If backup withholding applies, the Company is required to withhold 31% of
any payment made to the holder or other payee. Backup withholding is not an
additional Federal income tax. Rather, the Federal income tax liability of
persons subject to backup withholding will be reduced by the amount of tax
withheld. If withholding results in overpayment of taxes, a refund may be
obtained from the Internal Revenue Service.
Purpose of Substitute From W-9
To prevent backup withholding on payments that are made to a holder with
respect to Series H senior notes exchanged in the Exchange Offer, the holder is
required to provide the Exchange Agent with either: (a) the holder's correct
TIN by completing the form below, certifying that the TIN provided on
Substitute Form W-9 is correct (or that the holder is awaiting a TIN) and that
(A) the holder has not been notified by the Internal Revenue Service that he or
she is subject to backup withholding as a result of failure to report all
interest or dividends or (B) the Internal Revenue Service has notified the
holder that he or she is no longer subject to backup withholding; or (b) an
adequate basis for exemption.
What Number to Give the Exchange Agent
The holder is required to give the Exchange Agent the TIN (e.g., social
security number or employer identification number) of the record owner of the
Series F senior notes. If the Series H senior notes are held in more than one
name or are not held in the name of the actual owner, consult the enclosed
Guidelines for Certification of Taxpayer Identification Number on Substitute
From W-9 for additional guidance on which number to report.
Payor's Name
Part 1--PLEASE PROVIDE YOUR
TIN IN THE BOX AT RIGHT AND TIN___________________
SUBSTITUTE CERTIFY BY SIGNING AND Social security number
Form W-9 DATING BELOW or Employer
identification number
Department of the
Treasury Internal --------------------------------------------------------
Revenue Service Part 2--FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING
PLEASE WRITE "EXEMPT" HERE
(SEE INSTRUCTIONS)____________________________________
--------------------------------------------------------
Payer's Request for Part 3--CERTIFICATION--UNDER THE PENALTIES OF
Taxpayer PERJURY, I CERTIFY THAT (1) The number shown on this
Identification Number form is my correct TIN (or I am waiting for a number
(TIN) and to be issued to me), and (2) I am not subject to
Certification backup withholding because: (a) I am exempt from
backup withholding, or (b) I have not been notified
by the Internal Revenue Service (the "IRS") that I am
subject to backup withholding as a result of a
failure to report all interest or dividends or (c)
the IRS has notified me that I a no longer subject to
backup withholding.
THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE YOUR
CONSENT TO ANY PROVISION OF THIS DOCUMENT OTHER THAN
THE CERTIFICATIONS REQUIRED TO AVOID BACK-UP WITH-
HOLDING.
SIGNATURE ______________ DATE _______
You must cross out item (2) of Part 3 above if you have been notified by the
IRS that you are currently subject to backup withholding because of
underreporting interest or dividends on your tax return.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE "APPLIED FOR" IN PART
1 OF THE SUBSTITUTE FORM W-9
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and that I mailed or delivered an
application to receive a taxpayer identification number to the
appropriate Internal Revenue Service Center or Social Security
Administration Office (or I intend to mail or deliver an application in
the near future). I understand that if I do not provide a taxpayer
identification number to the Payor within 60 days, the Payor is required
to withhold 31 percent of all cash payments made to me thereafter until I
provide a number.
__________________________________ ___________________
Signature Date
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31 PERCENT OF ANY CASH PAYMENTS. PLEASE REVIEW THE
ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
LETTER TO CLIENTS
REGARDING THE OFFER TO EXCHANGE
$450,000,000 PRINCIPAL AMOUNT OF 9 1/2% SERIES I SENIOR NOTES DUE 2007
FOR ANY AND ALL OUTSTANDING
$450,000,000 PRINCIPAL AMOUNT OF 9 1/2% SERIES H SENIOR NOTES DUE 2007
OF
HOST MARRIOTT, L.P.
To Our Clients:
We are enclosing herewith a Prospectus, dated January , 2002, of Host
Marriott, L.P. (the "Company") and a related Letter of Transmittal (which
together constitute the "Exchange Offer") relating to the offer by the Company
to exchange its new 9 1/2% Series I Senior Notes due 2007 (the "Series I senior
notes"), pursuant to an offering registered under the Securities Act of 1933,
as amended (the "Securities Act"), for a like principal amount of its issued
and outstanding 9 1/2% Series H Senior Notes due 2007 (the "Series H senior
notes") upon the terms and subject to the conditions set forth in the
Prospectus and the Letter of Transmittal.
PLEASE NOTE THAT THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON , 2002, UNLESS EXTENDED.
The Exchange Offer is not conditioned upon any minimum number of Series H
senior notes being tendered.
We are the Registered Holder or DTC participant through which you hold an
interest in the Series H senior notes. A tender of such Series H senior notes
can be made only by us pursuant to your instructions. The Letter of Transmittal
is furnished to you for your information only and cannot be used by you to
tender your beneficial ownership of Series H senior notes held by us for your
account.
We request instructions as to whether you wish to tender any or all of your
Series H senior notes held by us for your account pursuant to the terms and
subject to the conditions of the Exchange Offer. We also request that you
confirm that we may on your behalf make the representations contained in the
Letter of Transmittal that are to be made with respect to you as beneficial
owner.
Pursuant to the Letter of Transmittal, each holder of Series H senior notes
must make certain representations and warranties that are set forth in the
Letter of Transmittal and in the attached form that we have provided to you for
your instructions regarding what action we should take in the Exchange Offer
with respect to your interest in the Series H senior notes.
INSTRUCTION TO REGISTERED HOLDER OR DTC PARTICIPANT
FROM BENEFICIAL OWNER
FOR
9 1/2% SERIES H SENIOR NOTES DUE 2007
OF
HOST MARRIOTT, L.P.
The undersigned hereby acknowledges receipt of the Prospectus, dated January
, 2002 (the "Prospectus"), of Host Marriott, L.P., a Delaware limited
partnership (the "Company"), and the accompanying Letter of Transmittal (the
"Letter of Transmittal") that together constitute the Company's offer (the
"Exchange Offer"). Capitalized terms used but not defined herein have the
meanings assigned to them in the Prospectus and the Letter of Transmittal.
This will instruct you as to the action to be taken by you relating to the
Exchange Offer with respect to the 9 1/2% Series H Senior Notes due 2007 (the
"Series H senior notes") held by you for the account of the undersigned.
The principal amount of the Series H senior notes held by you for the
account of the undersigned is (fill in amount):
$ principal amount of Series H senior notes.
With respect to the Exchange Offer, the undersigned hereby instructs you
(check appropriate box):
[_]To TENDER the following principal amount of Series H senior notes held
by you for the account of the undersigned (insert amount of Series H
senior notes to be tendered, if any):
$ principal amount of Series H senior notes.
[_]NOT to TENDER any Series H senior notes held by you for the account of
the undersigned.
If the undersigned instructs you to tender the Series H senior notes held by
you for the account of the undersigned, it is understood that you are
authorized:
(a) to make, on behalf of the undersigned (and the undersigned, by its
signature below, hereby makes to you), the representations and warranties
contained in the Letter of Transmittal that are to be made with respect to
the undersigned as a beneficial owner, including but not limited to the
representations that (1) the 9 1/2% Series I Senior Notes due 2007 ("Series
I senior notes") or book-entry interests therein to be acquired by the
undersigned (the "Beneficial Owner(s)") in connection with the Exchange
Offer are being acquired by the undersigned in the ordinary course of
business of the undersigned, (2) the undersigned is not participating, does
not intend to participate, and has no arrangement or understanding with any
person to participate, in the distribution of the Series I senior notes,
(3) if the undersigned is a resident of the State of California, it falls
under the self-executing institutional investor exemption set forth under
Section 25102(i) of the Corporate Securities Law of 1968 and Rules
260.102.10 and 260.105.14 of the California Blue Sky Regulations, (4) if
the undersigned is a resident of the Commonwealth of Pennsylvania, it falls
under the self-executing institutional investor exemption set forth under
Sections 203(c), 102(d) and (k) of the Pennsylvania Securities Act of 1972,
Section 102.111 of the Pennsylvania Blue Sky Regulations and an
interpretive opinion dated November 16, 1985, (5) the undersigned
acknowledges and agrees that any person who is a broker-dealer registered
under the Securities Exchange Act of 1934, as amended, or is participating
in the Exchange Offer for the purpose of distributing the Series I senior
notes must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with a secondary resale
transaction of the Series I senior notes or interests therein acquired by
such person and cannot rely on the position of the Staff of the
2
Securities and Exchange Commission set forth in certain no-action letters,
(6) the undersigned understands that a secondary resale transaction
described in clause (5) above and any resales of Series I senior notes or
interests therein obtained by such holder in exchange for Series H senior
notes or interests therein originally acquired by such holder directly from
the Company should be covered by an effective registration statement
containing the selling security holder information required by Item 507 or
Item 508, as applicable, of Regulation S-K of the Commission and (7) the
undersigned is not an "affiliate," as defined in Rule 405 under the
Securities Act, of the Company. Upon a request by the Company, a holder or
beneficial owner will deliver to the Company a legal opinion confirming its
representation made in clause (7) above. If the undersigned is a broker-
dealer (whether or not it is also an "affiliate") that will receive Series
I senior notes for its own account pursuant to the Exchange Offer, the
undersigned represents that the Series H senior notes to be exchanged for
the Series I senior notes were acquired by it as a result of market-making
activities or other trading activities, and acknowledges that it will
deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of such Series I senior notes; however, by so
acknowledging and by delivering a prospectus, the undersigned does not and
will not be deemed to admit that is and "underwriter" within the meaning of
the Securities Act of 1933;
(b) to agree, on behalf of the undersigned, as set forth in the Letter
of Transmittal; and
(c) to take such other action as necessary under the Prospectus or the
Letter of Transmittal to effect the valid tender of such Series H senior
notes.
SIGN HERE
Name of Beneficial Owner(s): ________________________________________________
Signature(s): _______________________________________________________________
Name(s) (please print): _____________________________________________________
Address: ____________________________________________________________________
____________________________________________________________________________
Telephone Number: ___________________________________________________________
Taxpayer Identification or Social Security Number: __________________________
Date: _______________________________________________________________________
3
LETTER TO REGISTERED HOLDERS AND DTC PARTICIPANTS
REGARDING THE OFFER TO EXCHANGE
$450,000,000 PRINCIPAL AMOUNT OF 9 1/2% SERIES I SENIOR NOTES DUE 2007
FOR ANY AND ALL OUTSTANDING
$450,000,000 PRINCIPAL AMOUNT OF 9 1/2% SERIES H SENIOR NOTES DUE 2007
OF
HOST MARRIOTT, L.P.
To Registered Holders and The Depository Trust Company Participants:
We are enclosing herewith the materials listed below relating to the offer
by Host Marriott, L.P. to exchange our new 9 1/2% Series I Senior Notes due
2007, pursuant to an offering registered under the Securities Act of 1933, as
amended, for a like principal amount of our issued and outstanding 9 1/2%
Series H Senior Notes due 2007 upon the terms and subject to the conditions set
forth in our Prospectus, dated January , 2002, and the related Letter of
Transmittal (which together constitute the "Exchange Offer").
Enclosed herewith are copies of the following documents:
1. Prospectus dated January , 2002;
2. Letter of Transmittal;
3. Notice of Guaranteed Delivery;
4. Guidelines for Certification of Taxpayor Identification Number on
Substitute Form W-9; and
5. Letter which may be sent to your clients for whose account you hold
definitive registered notes or book-entry interests representing Series H
senior notes in your name or in the name of your nominee, to accompany the
instruction form referred to above, for obtaining such client's instruction
with regard to the Exchange Offer.
WE URGE YOU TO CONTACT YOUR CLIENTS PROMPTLY. PLEASE NOTE THAT THE
EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2002,
UNLESS EXTENDED.
The Exchange Offer is not conditioned upon any minimum number of Series H
senior notes being tendered.
To participate in the Exchange Offer, a beneficial holder must either (1)
cause to be delivered to HSBC Bank USA (the "Exchange Agent") at the address
set forth in the Letter of Transmittal Definitive Registered Notes in proper
form for transfer together with a properly executed Letter of Transmittal or
(2) cause a DTC Participant to tender such holder's Series H senior notes to
the Exchange Agent's account maintained at the Depository Trust Company ("DTC")
for the benefit of the Exchange Agent through DTC's Automated Tender Offer
Program ("ATOP"), including transmission of a computer-generated message that
acknowledges and agrees to be bound by the terms of the Letter of Transmittal.
By complying with DTC's ATOP procedures with respect to the Exchange Offer, the
DTC Participant confirms on behalf of itself and the beneficial owners of
tendered Series H senior notes all provisions of the Letter of Transmittal
applicable to it and such beneficial owners as fully as if it completed,
executed and returned the Letter of Transmittal to the Exchange Agent.
Pursuant to the Letter of Transmittal, each holder of Series H senior notes
will represent that: (1) the Series I senior notes or book-entry interests
therein to be acquired by such holder and any beneficial owner(s) of such
Series H senior notes or interests therein ("Beneficial Owner(s)") in
connection with the Exchange Offer are being acquired by such holder and any
Beneficial Owner(s) in the ordinary course of business of the holder and any
Beneficial Owner(s), (2) the holder and each Beneficial Owner are not
participating, do not
intend to participate, and have no arrangement or understanding with any person
to participate, in the distribution of the Series I senior notes, (3) if the
holder or Beneficial Owner is a resident of the State of California, it falls
under the self-executing institutional investor exemption set forth under
Section 25102(i) of the Corporate Securities Law of 1968 and Rules 260.102.10
and 260.105.14 of the California Blue Sky Regulations, (4) if the holder or
Beneficial Owner is a resident of the Commonwealth of Pennsylvania, it falls
under the self-executing institutional investor exemption set forth under
Sections 203(c), 102(d) and (k) of the Pennsylvania Securities Act of 1972,
Section 102.111 of the Pennsylvania Blue Sky Regulations and an interpretive
opinion dated November 16, 1985, (5) the holder and each Beneficial Owner
acknowledge and agree that any person who is a broker-dealer registered under
the Securities Exchange Act of 1934, as amended, or is participating in the
Exchange Offer for the purpose of distributing the Series I senior notes must
comply with the registration and prospectus delivery requirements of the
Securities Act of 1933 in connection with a secondary resale transaction of the
Series I senior notes or interests therein acquired by such person and cannot
rely on the position of the staff of the Commission set forth in certain no-
action letters, (6) the holder and each Beneficial Owner understands that a
secondary resale transaction described in clause (5) above and any resales of
Series I senior notes or interests therein obtained by such holder in exchange
for Series H senior notes or interests therein originally acquired by such
holder directly from us should be covered by an effective registration
statement containing the selling security holder information required by Item
507 or Item 508, as applicable, of Regulation S-K of the Commission and (7)
neither the holder nor any Beneficial Owner(s) is our "affiliate," as defined
in Rule 405 under the Securities Act of 1933. Upon our request, a holder or
beneficial owner will deliver to the Company a legal opinion confirming its
representation made in clause (7) above. If the tendering holder of Series H
senior notes is a broker-dealer (whether or not it is also an "affiliate") or
any Beneficial Owner(s) that will receive Series I senior notes for its own or
their account pursuant to the Exchange Offer, the tendering holder will
represent on behalf of itself and the Beneficial Owner(s) that the Series H
senior notes to be exchanged for the Series I senior notes were acquired as a
result of market-making activities or other trading activities, and acknowledge
on its own behalf and on the behalf of such Beneficial Owner(s) that it or they
will deliver a prospectus meeting the requirements of the Securities Act of
1933 in connection with any resale of such Series I senior notes; however, by
so acknowledging and by delivering a prospectus, such tendering holder will not
be deemed to admit that it or any Beneficial Owner is an "underwriter" within
the meaning of the Securities Act of 1933.
The enclosed "Instruction to Registered Holder or DTC Participant from
Beneficial Owner" form contains an authorization by the beneficial owners of
Series H senior notes for you to make the foregoing representations.
We will not pay any fee or commission to any broker or dealer or to any
other persons (other than the Exchange Agent) in connection with the
solicitation of tenders of Series H senior notes pursuant to the Exchange
Offer.
Additional copies of the enclosed material may be obtained from HSBC Bank
USA, New York.
Very truly yours,
HOST MARRIOTT, L.P.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
THE AGENT OF HOST MARRIOTT, L.P. OR HSBC BANK USA, NEW YORK OR AUTHORIZE YOU TO
USE ANY DOCUMENT OR MAKE ANY STATEMENT ON OUR BEHALF IN CONNECTION WITH THE
EXCHANGE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS
CONTAINED THEREIN.
2
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Guidelines for Determining the Proper Identification Number to Give the
Payer.--Social Security numbers have nine digits separated by two hyphens:
i.e, 000-00-0000. Employer identification numbers have nine digits separated
by only one hyphen: i.e, 00-0000000. The table below will help determine the
number to give the payer.
- -------------------------------------- --------------------------------------
Give the
SOCIAL SECURITY
For this type of account Number of:
- ------------------------------------------------
1. An individual's account The individual
2. Two or more individuals The actual owner of
(joint account) the account or, if
combined funds, any
one of other
individuals(1)
3. Husband and wife (joint The actual owner of
account) the account or, if
joint funds, either
person(1)
4. Custodian account of a The minor(2)
minor (Uniform Gift to
Minors Act)
5. Adult and minor (joint The adult or, if
account) the minor is the
only contributor,
the minor(1)
6. Account in the name of The ward, minor, or
guardian or committee incompetent
for a designated ward, person(3)
minor, or incompetent
person
7. a. The usual revocable The grantor-
savings trust account trustee(1)
(grantor is also
trustee)
b. So-called trust The actual owner(1)
account that is not a
legal or valid trust
under State law
8. Sole proprietorship The owner(4)
account
- ------------------------------------------------
-------
Give the EMPLOYER
IDENTIFICATION
For this type of account Number of:
------
9. A valid trust, estate, The legal entity
or pension trust (Do not furnish the
identification
number of the
personal
representative or
trustee unless the
legal entity itself
is not designated
in the account
title.)(5)
10. Corporate account The corporation
11. Religious, charitable, The organization
or educational
organization account
12. Partnership account The partnership
13. Association, club, or The organization
other tax-exempt
organization
14. A broker or registered The broker or
nominee nominee
15. Account with the The public entity
Department of
Agriculture in the
name of a public
entity (such as a
State or local
government, school
district, or prison)
that receives
agricultural program
payments
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Circle the ward's, minor's or incompetent person's name and furnish such
person's social security number.
(4) Show the name of the owner.
(5) List first and circle the name of the legal trust, estate, or pension
trust.
Note: If no name is circled when there is more than one name, the number will
be considered to be that of the first name listed.
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Page 2
Obtaining a Number
If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, or
Form SS-4, Application for Employer Identification Number, at the local office
of the Social Security Administration or the Internal Revenue Service and
apply for a number.
Payees Exempt from Backup Withholding
Payees specifically exempted from backup withholding on ALL payments
including the following:
. A corporation.
. A financial institution.
. An organization exempt from tax under section 501(a) of the Internal
Revenue Code of 1986, as amended (the "Code"), or an individual retirement
plan.
. The United States or any agency or instrumentality thereof.
. A State, the District of Columbia, a possession of the United States, or
any subdivision or instrumentality thereof.
. A foreign government, a political subdivision of a foreign government, or
any agency or instrumentality thereof.
. An international organization or any agency or instrumentality thereof.
. A registered dealer in securities or commodities registered in the U.S. or
a possession of the U.S.
. A real estate investment trust.
. A common trust fund operated by a bank under section 584(a) of the Code.
. An exempt charitable remainder trust, or a non-exempt trust described in
section 4947(a)(1) of the Code.
. An entity registered at all times under the Investment Company Act of
1940.
. A foreign central bank of issue.
Payments of dividends and patronage dividends not generally subject to
backup withholding include the following:
. Payments to nonresident aliens subject to withholding under section 1441
of the Code.
. Payments to partnerships not engaged in a trade or business in the United
States and which have at least one nonresident partner.
. Payments of patronage dividends where the amount renewed is not paid in
money.
. Payments made by certain foreign organizations.
. Payments made to a nominee.
Payments of interest not generally subject to backup withholding include the
following:
. Payments of interest on obligations issued by individuals.
Note: You may be subject to backup withholding if this interest is $600 or
more and is paid in the course of the payer's trade or business and you have
not provided your correct taxpayer identification number to the payer.
. Payments of tax-exempt interest (including exempt-interest dividends under
section 852) of the code.
. Payments described in section 6049(b)(5) of the Code to non-resident
aliens
. Payments on tax free covenant bonds under section 1451 of the Code.
. Payments made by certain foreign organizations.
. Payments made to a nominee.
EXEMPT PAYEES DESCRIBED ABOVE MUST STILL COMPLETE THE SUBSTITUTE FORM W-9
ENCLOSED HEREWITH TO AVOID POSSIBLE ERRONEOUS BACKUP WITHHOLDING. FILE
SUBSTITUTE FORM W-9 WITH THE PAYER, REMEMBERING TO CERTIFY YOUR TAXPAYER
IDENTIFICATION NUMBER ON PART III OF THE FORM, WRITE "EXEMPT" ON THE FACE OF
THE FORM AND SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER.
Payments that are not subject to information reporting are also not subject
to backup withholding. For details, see sections 6041, 6041A(a), 6042, 6044,
6045, 6049, 6050A, and 6050N of the Code and their regulations.
PRIVACY ACT NOTICE.--Section 6109 requires most recipients of dividends,
interest, or other payments to give taxpayer identification numbers to payers
who must report the payments to IRS. The IRS uses the numbers for
identification purposes and to help verify the accuracy of your tax return.
Payers must be given the numbers whether or not recipients are required to
file a tax return. Payers must generally withhold 31% of taxable interest,
dividends, and certain other payments to a payee who does not furnish a
taxpayer identification number to a payer. Certain penalties may also apply.
Penalties.
(1) Penalty for Failure to Furnish Taxpayer Identification Number.--If you
fail to furnish your taxpayer identification number to a payer, you are
subject to a penalty of $50 for each such failure unless your failure is due
to reasonable cause and not to willful neglect.
(2) Civil Penalty for False Information With Respect to Withholding.--If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.
(3) Criminal Penalty for Falsifying Information.--Falsify- ing
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL
REVENUE SERVICE.