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): November 24, 1998 HOST MARRIOTT CORPORATION --------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 001-05664 53-0085950 - ---------------------------- ------------ -------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification Number) 10400 Fernwood Road, Bethesda, Maryland 20817-1109 - --------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) The Registrant's telephone number, including area code: (301) 380-9000 INFORMATION TO BE INCLUDED IN THE REPORT ITEM 5: OTHER EVENTS - --------------------- On November 24, 1998, Host Marriott Corporation mailed a Proxy Statement to its stockholders relating to a special meeting of its stockholders to be held on December 15, 1998. The Proxy Statement, which is incorporated herein by reference, is attached hereto as Exhibit 99.1. ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS - ------------------------------------------ (C) EXHIBITS Exhibit No. Description ----------- ----------- 99.1 Proxy Statement, dated November 23, 1998, relating to the special meeting of stockholders of Host Marriott Corporation to be held on December 15, 1998 -2- 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. Date: November 24, 1998 HOST MARRIOTT CORPORATION By: /s/ Donald D. Olinger ------------------------- Donald D. Olinger Senior Vice President and Corporate Controller -3- EXHIBIT INDEX EXHIBIT NUMBER EXHIBIT - -------------- ------------------------------ 99.1 Proxy Statement, dated November 23, 1998, relating to the special meeting of stockholders of Host Marriott Corporation to be held on December 15, 1998 -4-