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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): July 29, 1998
HOST MARRIOTT CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 001-05664 52-2995412
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(STATE OR OTHER JURISDICTION (COMMISSION (I.R.S. EMPLOYER
OF INCORPORATION OF FILE NUMBER) IDENTIFICATION NO.)
ORGANIZATION)
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
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1. SENIOR NOTES OFFERING
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On July 29, 1998, Host Marriott Corporation, ("Host Marriott"), Host Marriott
Hospitality, Inc., its wholly owned subsidiary ("Hospitality"), HMH Properties,
Inc. (the "Company") an indirect wholly-owned subsidiary of Host Marriott and a
direct wholly-owned subsidiary of Hospitality, and certain subsidiaries of the
Company executed an Underwriting Agreement (the "Underwriting Agreement") with
Donaldson, Lufkin & Jenrette Securities Corporation, BT Alex Brown Incorporated,
Bear Stearns & Co. Inc., Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated and Nationsbanc Montgomery Securities LLC (collectively, the
"Underwriters"). Subject to the terms and conditions contained in the
Underwriting Agreement, the Company agreed to issue and sell to the Underwriters
an aggregate of $500,000,000 7 7/8% Series A Senior Notes due 2005 ("Series A
Notes") and $1,200,000 7 7/8% Series B Notes due 2008 ("Series B Notes"). The
Series A Notes and the Series B Notes are fully and unconditionally guaranteed
by Host Marriott, Hospitality and by certain of the Company's subsidiaries. The
price to the public for the Series A Notes and the Series B Notes was 99.972%
and 99.352%, respectively, with underwriting discounts and commissions in each
case of 2.00% of the principal amount at maturity, generating expected net
proceeds to the Company (after deducting estimated expenses of the offering) of
approximately $1,655,084,000. The Series A Notes and Series B Notes were sold
pursuant to a Registrations Statement on Form S-3 (File No. 333-50729) filed on
April 22, 1998 and effective as of June 17, 1998.
2. OFFER TO PURCHASE AND CONSENT SOLICITATION
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The Company announced on August 6, 1998 that it has successfully completed its
offers to purchase any and all of its 9 1/2% Senior Secured Notes due 2005 (the
"9 1/2% Senior Notes"), 8 7/8% Senior Notes due 2007 (the "8 7/8% Senior Notes")
and the 9% Senior Notes due 2007 (the "9% Senior Notes") and the related
solicitations of consents to the applicable Indentures pursuant to which the
aforementioned securities were issued.
As of 5:00 p.m. on August 6, 1998, New York City time, the scheduled
expiration time and date, the Company had received valid tenders of, and duly
executed consents to proposed indenture amendments with respect to, (i)
$579,331,000 aggregate principal amount of its 9 1/2% Senior Notes (representing
approximately 96.56% of the outstanding 9 1/2% Senior Notes); (ii) $599,950,000
aggregate principal amount of its 8 7/8% Senior Notes (representing
approximately 99.99% of its outstanding 8 7/8% Senior Notes) and (iii) $349,
900,000 aggregate principal amount of its 9% Senior Notes (representing
approximately 99.97% of the outstanding 9% Senior Notes). Following the
expiration of the Offers, the Company has accepted for payment all 9 1/2% Senior
Notes, 8 7/8% Senior Notes and 9% Senior Notes validly tendered in the Offers.
In addition, the Company amended its consent solicitations such that holders
of 9 1/2% Senior Notes, 8 7/8% Senior Notes and 9% Senior Notes who validly
tendered their securities and delivered consents to the proposed Indenture
amendments prior to 5:00 p.m., New York City time, on August 4, 1998 will
receive a consent payment equal to $20.00 for each $1,000 principal amount of
securities to which such consent relates.
3. NEW CREDIT FACILITY
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The Company announced on August 6, 1998 that it expanded its borrowing
capacity by replacing its existing $500 million bank facility with a new $1.25
billion credit facility. The $1.25 billion credit facility is comprised of a
$350 million term loan and a $900 million revolver and will bear interest at a
floating rate. The credit facility is led by Bankers Trust Company with Wells
Fargo Bank, The Bank of Nova Scotia and Credit Lyonnais acting as co-agents.
Commitments have been received from approximately 20 additional institutions.
The term loan may be increased by up to $250 million. The credit line will
initially have a three-year term with two one-year extention options.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
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7(c). EXHIBITS
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*1.1 Underwriting Agreement dated July 29, 1998 among HMH Properties,
certain guarantors signatories thereto, Donaldson, Lufkin & Jenrette Securities
Corporation, BT Alex Brown Incorporated, Bear Stearns & Co., Inc., Goldman,
Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Nationsbanc
Montgomery Securities LLC.
*4.1 Amended and Restated Indenture dated as of August 5, 1998, by and
among HMH Properties, Inc., the Guarantors (as defined therein), the Subsidiary
Guarantors (as defined therein) and Marine Midland Bank, as Trustee.
*4.2 First Supplemental Indenture to Amended and Restated Indenture dated
as of August 5, 1998 (including the form of 7 7/8% Series A Senior Notes due
2005 and form of 7 7/8% Series B Notes due 2008).
*25.1 Statement of Eligibility and Qualifications on Form T-1 of Marine
Midland Bank, as Trustee, under the Indenture.
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* Filed herewith
Host Marriott Corporation
/s/ Christopher G. Townsend
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August 6, 1998 Christopher G. Townsend
Senior Vice President and
General Counsel
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