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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 17, 1998
Host Marriott Corporation
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(Exact name of registrant as specified in its
charter)
Delaware 1-5664 53-0085950
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(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) Number) Identification No.)
10400 Fernwood Road, Bethesda, Maryland 20817
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (301) 380-9000
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ITEM 5. OTHER EVENTS.
On April 17, 1998, Host Marriott Corporation (the "Company") announced
that its Board of Directors has authorized the Company to reorganize its
business operations to qualify as a real estate investment trust (the "REIT
Conversion"), effective as of January 1, 1999, as more particularly described in
the Summary of the Proposed REIT Conversion, Spin-off of Senior Living Business
and Blackstone Hotel Portfolio Transaction (the "Summary") which is attached
hereto as Exhibit 99.2 and incorporated herein by reference. Contemporaneously
with the REIT Conversion, the Company intends to spin-off its senior living
communities business through a stock dividend to its shareholders, as more
particularly described in the Summary.
The Company also announced that it has agreed to acquire interests in
thirteen luxury hotels and certain other assets owned by affiliates of The
Blackstone Group and Blackstone Real Estate Partners, for an aggregate
consideration of up to approximately $1.775 billion, including the assumption of
debt, as more particularly described in the Summary.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
99.1 Press Release, dated April 17, 1998, entitled "Host Marriott
Corporation to Add World-Class Luxury Hotel Portfolio for $1.775
Billion; Reorganization as Real Estate Investment Trust, Spin-Off of
Senior Living Business Planned."
99.2 Summary of Proposed REIT Conversion, Spin-off of Senior Living
Business and Blackstone Hotel Portfolio Transaction.
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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
Date: April 17, 1998 By: /s/ Christopher G. Townsend
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Name: Christopher G. Townsend
Title: Senior Vice President, General
Counsel and Corporate Secretary
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