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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): December 30, 1998
Hanover Marriott Limited Partnership
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(Exact name of registrant as specified in its
charter)
Delaware 0-24465 52-1482649
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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) 380-2070
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Item 5. Other Events.
On December 30, 1998, following approval by the limited partners,
Hanover Marriott Limited Partnership was acquired by Host Marriott, L.P., the
Operating Partnership, through a merger as described in the Prospectus/Consent
Solicitation Statement dated October 8, 1998. The final Exchange Value is
$123,202 per Hanover Marriott Limited Partnership Unit. The minimum number of
OP Units (or Common Shares of Host REIT if a limited partner so elects) a
limited partner will receive in exchange for his interest in Hanover Marriott
Limited Partnership is 7,949 per Partnership Unit. The Note Election Amount is
equal to $98,562 per Partnership Unit. The period of time during which a
limited partner may elect to receive an Operating Partnership Note or Common
Shares of Host REIT in exchange for OP Units will expire at 5:00 p.m., Eastern
time, on January 22, 1999, unless extended. If a limited partner does not make
an election, the limited partner will receive and retain OP Units. The period
of time over which the price of an OP Unit will be determined ends on January
29, 1999. The price per OP Unit will be equal to the average closing price of
Host REIT shares on the New York Stock Exchange (HMT) over the 20 trading days
ending on January 29, 1999 (but will not be greater than $15.50 or less than
$9.50).
The letter sent by Host Marriott, L.P. to the Hanover limited partners
is attached hereto as Exhibit 99.1.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits
Exhibit No. Description
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99.1 Letter from Host Marriott, L.P. to Hanover
limited partners regarding valuation period,
election period, final exchange values and
Note election amounts.
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.
HANOVER MARRIOTT LIMITED PARTNERSHIP
By: HMC Hanover LLC, its general partner
Date: December 31, 1998 By: /s/ Donald D. Olinger
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Name: Donald D. Olinger
Title: Vice President and Treasurer