Exhibit 99.27
[FRONT]
[Name of Partnership] ("[Partnership Abbreviation]") CONSENT FORM
Reference is made to the Prospectus/Consent Solicitation Statement dated
September __, 1998, and the Transmittal Letter attached hereto, sent with this
Consent Form to obtain consent to Host Marriott, L.P.'s proposed acquisition by
merger (the "Merger") of [Partnership Abbreviation] and up to seven other
limited partnerships that own full-service hotels in which Host or its
subsidiaries are general partners. This Consent Form incorporates by reference
the representations and covenants set forth in the Transmittal Letter. The
undersigned hereby votes as set forth below with respect to all Partnership
Units which the undersigned may be entitled to vote. Please put an "X" in the
appropriate box to vote "FOR" the Merger, "AGAINST" the Merger or to "ABSTAIN"
from voting with respect to the Merger. Please put an "X" in the appropriate box
to vote "FOR" the amendments to the partnership agreement, "AGAINST" the
amendments to the partnership agreement or to "ABSTAIN" with respect to the
amendments to the partnership agreement.
[_] "FOR" my Partnership's participation in the Merger.
[_] "FOR" the amendments to the partnership agreement.
[_] "AGAINST" my Partnership's participation in the Merger.
[_] "AGAINST" the amendments to the partnership agreement.
[_] I wish to "ABSTAIN" from voting with respect to the Merger.
[_] I wish to "ABSTAIN" from voting with respect to the amendments to the
partnership agreement.
In order to make certain that the Merger is approved, a [Partnership
Abbreviation] Limited Partner must vote FOR the Merger and FOR the amendments to
the partnership agreement.
- --------------------------------------------------------------------------------
Signature of Limited Partner Date
MAILING LABEL
(Includes name of the Partnership)
- --------------------------------------------------------------------------------
Signature of Co-Owner (if any) Date
PLEASE DATE; SIGN EXACTLY AS YOUR NAME APPEARS ON THE MAILING LABEL, UNLESS YOUR
NAME IS PRINTED INCORRECTLY; AND MAIL THIS CONSENT FORM IN THE ENVELOPE
PROVIDED; NO POSTAGE REQUIRED IF MAILED IN THE UNITED STATES.
(PLEASE COMPLETE ELECTION ON REVERSE)
[BACK]
Limited Partners in [Partnership Abbreviation], if [Partnership
Abbreviation] participates in the Merger, will receive and retain OP Units,
unless one of the following elections is marked:
I wish to exchange my OP Units for Common Shares of Host REIT as
described in the Prospectus/Consent Solicitation Statement.
I wish to exchange my OP Units for a Note of the Operating
Partnership as described in the Prospectus/Consent Solicitation
Statement.
This election can be revoked or an alternative election can be made by
submitting to [Partnership Abbreviation] in writing such revocation or
alternative election prior to the later of November __, 1998 or, upon notice,
such later date as may be selected by the General Partner and the Operating
Partnership.
If you sign and return this Consent Form without indicating a vote, you
will be deemed to have voted "FOR" the Merger and "FOR" for the amendments to
the partnership agreement, and you will receive and retain OP Units if
[Partnership Abbreviation] participates in the Merger.
By signing this Consent Form, you hereby acknowledge receipt of the
Prospectus/Consent Solicitation Statement dated September __, 1998, furnished
herewith.
Each person signing this Consent Form affirms and makes the other
representations, warranties, covenants and agreements set forth in the Letter of
Instructions.
IF YOU HAVE ANY QUESTIONS OR NEED ASSISTANCE IN COMPLETING THE CONSENT
FORM, PLEASE CALL _________________, THE INFORMATION AGENT, AT ________________.
IMPORTANT TAX INFORMATION
All holders of interests in the Partnerships ("Holders") should review
the important tax information that is provided below regarding information which
each Holder is required to provide to Host Marriott, L.P. ("Operating
Partnership") and Host Marriott Trust ("Host REIT"). This information must be
provided in order to avoid the withholding of taxes on amounts received from the
Operating Partnership or Host REIT by such Holders. Terms not otherwise defined
herein have the meaning set forth in the Consent Solicitation.
Substitute Form W-9. Under federal income tax law, a Holder who elects
to tender his interest in a Partnership to the Operating Partnership in exchange
for units of limited partnership interest in the Operating Partnership ("OP
Units"), with the right to exchange such OP Units for a note issued by the
Operating Partnership (a "Note") or common shares of beneficial interest of Host
REIT ("Common Shares") in connection with the Mergers, may be subject to backup
federal income-tax withholding with respect to amounts received from the
Operating Partnership or Host REIT, as the case may be. To prevent this
withholding, a Holder must provide the Operating Partnership and Host REIT with
such Holder's correct Taxpayer Identification Number ("TIN") by completing the
attached Substitute Form W-9 certifying that the TIN provided on Substitute Form
W-9 is correct (or that such Holder is awaiting a TIN) and that (1) such Holder
has not been notified by the Internal Revenue Service that he is subject to
backup withholding as a result of the failure to report all interest or
dividends received by him or (2) the Internal Revenue Service has notified the
Holder that he is no longer subject to backup withholding. If such individual,
the TIN will be his Social Security number. The TIN of a Holder which is an
entity will be that entity's Employer Identification Number. The attached
Certificate of Awaiting Taxpayer Identification Number should be completed if
the Holder has not been issued a TIN and has applied for a number or intends to
apply for a number in the near future. If the Operating Partnership and Host
REIT are not provided with the correct TIN, the Holder may be subject to a $50
penalty imposed by the Internal Revenue Service as well as withholding taxes.
Additionally, foreign taxpayers who receive investment income from U.S.
sources are subject to income tax withholding at a rate of 30% of the gross
amount of such U.S. investment income. Failure to provide the information
required on the attached Substitute Form W-9 may result in the Operating
Partnership or Host REIT, as the case may be, being required to withhold 30% of
any payments made to the Holder or other payee which represent either such
Holder's share of the Operating Partnership's investment income (in the case of
a Holder who retains his OP Units received in the Mergers) or dividend payments
(in the case of a Holder who elects to exchange his OP Units for Common Shares.
Certificate Of Non-Foreign Status. The Internal Revenue Code requires
that taxes be withheld on certain amounts payable to foreign persons by domestic
partnerships or by reason of a sale of certain U.S. real property interests
(including distributions by the Operating Partnership or Host REIT, as the case
may be, attributable to gain from the sale or exchange or U.S. real property
interests. In order for a Holder to avoid having withholding taxes deducted from
payments that will be received from the Operating Partnership or Host REIT, as
the case may be, such Holder must certify under penalties of perjury the
following information on the attached Certificate of Non-Foreign Status: 1) the
Holder is not a foreign person; 2) the Holder's TIN; 3) the Holder's address;
and 4) the Holder will notify the Operating Partnership or Host REIT, as the
case may be, within sixty (60) days of a change in Holder's foreign status. A
failure to provide the Operating Partnership or Host REIT with a complete and
signed copy of the Certificate of Non-Foreign Status may result in the required
withholding of up to 39.6% (with regard to an individual) or 35% (with regard to
an entity) of any payments made to the Holder or other payee.
The attached Certificate of Non-Foreign Status must be completed by all
Holders regardless of whether such Holders retain the OP Units received in
the Mergers
or elect to exchange such OP Units for Notes or Common Shares in connection with
the Mergers.
What Number to Give the Operating Partnership and Host REIT. As
discussed above, the Holder is required to give the Operating Partnership and
Host REIT the Social Security number or employer identification number of the
record holder of the partnership interests tendered hereby. If the interests 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" for additional guidance on which number to report on the attached
documents.
EACH HOLDER IS STRONGLY URGED TO CONSULT WITH HIS OWN TAX ADVISORS TO DETERMINE
THE APPLICATION OF THE TAX WITHHOLDING AND INFORMATION REPORTING REQUIREMENTS TO
HIS PERSONAL TAX SITUATION.
HOST MARRIOTT, L.P.
HOST MARRIOTT TRUST
- --------------------------------------------------------------------------------
CERTIFICATE OF NON-FOREIGN STATUS
for Individuals
To inform Host Marriott, L.P. and Host Marriott Trust that withholding of tax is
not required under Sections 1445 and 1446 of the Internal Revenue Code upon
amounts received by me from Host Marriott, L.P. or Host Marriott Trust, I, the
undersigned, hereby certify the following:
1. I am not a nonresident alien for purposes of U.S. income taxation;
2. My U.S. taxpayer identifying number (Social Security Number) is:
________________________; and
3. My current home address is as follows:______________________________________.
I hereby agree that if I become a nonresident alien, I will notify Host
Marriott, L.P. (if I hold units of interest in, or a note issued by, Host
Marriott, L.P.) or Host Marriott Trust (if I hold common shares of beneficial
interest in Host Marriott Trust) within sixty (60) calendar days of doing so.
I understand that this certification may be disclosed to the Internal Revenue
Service by Host Marriott, L.P. or Host Marriott Trust and that any false
statement I have made here could be punished by fine, imprisonment, or both.
Under penalties of perjury, I declare that I have examined this certification
and to the best of my knowledge and belief it is true, correct, and complete.
SIGNATURE ______________________________ Date _______________
PRINT NAME _____________________________
- --------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN WITHHOLDING OF UP
TO 39.6 PERCENT OF ANY PAYMENTS MADE TO YOU BY HOST MARRIOTT, L. P. OR HOST
MARRIOTT TRUST. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER FOR ADDITIONAL DETAILS.
HOST MARRIOTT, L.P.
HOST MARRIOTT TRUST
- --------------------------------------------------------------------------------
CERTIFICATE OF NON-FOREIGN STATUS
for Entities
To inform Host Marriott, L.P. and Host Marriott Trust that withholding of tax is
not required by Sections 1445 and 1446 of the Internal Revenue Code upon amounts
received by ________ from Host Marriott, L.P. or Host Marriott Trust, the
undersigned hereby certifies the following on behalf of ____________________:
1. _______________ is not a foreign corporation, foreign partnership, foreign
trust, or foreign estate (as those terms are defined in the Internal Revenue
Code and Income Tax Regulations);
2. ___________'s U.S. employer identifying number is: __________________; and
3. _____________'s office address is: _______________________________________.
_______________ hereby agrees to notify Host Marriott, L.P. (if _______________
holds units of interest in, or a note issued by, Host Marriott, L.P.) or Host
Marriott Trust (if _______________ holds common shares of beneficial interest in
Host Marriott Trust) within sixty (60) calendar days of the date _______________
becomes a foreign person. _______________ understands that this certification
may be disclosed to the Internal Revenue Service by Host Marriott, L.P. or Host
Marriott Trust and that any false statement made here could be punished by fine,
imprisonment, or both.
Under penalties of perjury, I declare that I have examined this certification
and to the best of my knowledge and belief it is true, correct, and complete,
and I further declare that I have authority to sign this document on behalf of
________________________.
SIGNATURE ______________________________ Date _______________
PRINT NAME _____________________________
TITLE ______________________________
- --------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF UP TO 35 PERCENT OF ANY PAYMENTS MADE TO YOU BY HOST MARRIOTT, L. P. OR HOST
MARRIOTT TRUST. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER FOR ADDITIONAL DETAILS.
HOST MARRIOTT, L.P.
HOST MARRIOTT TRUST
- --------------------------------------------------------------------------------
________________________________
Social Security Number
or
________________________________
Employer Identification Number
SUBSTITUTE Part 1 - PLEASE PROVIDE YOUR TIN ABOVE AND
CERTIFY BY SIGNING AND DATING
BELOW.
Form W-9
----------------------------------------
Department of the Treasury Part 2 - Certification - Under Penalties of
Internal Revenue Service Perjury, I certify that:
(l) The number shown on this form is my
correct Taxpayer Identification
Number (or I am waiting for a number
to be issued to me) and
Payer's Request for Taxpayer
Identification Number ("TIN") (2) I am not subject to backup
withholding either because I have
not been notified by the Internal
Revenue Service ("IRS") that I am
subject to backup withholding as a
result of failure to report all
interests or dividends, or the IRS
has notified me that I am no longer
subject to backup withholding.
Part 3 - Awaiting TIN "
- --------------------------------------------------------------------------------
Certificate Instructions - You must cross out item (2) in Part 2 above if you
have been notified by the IRS that you are subject to backup withholding because
of underreporting interest or dividends on your tax return. However, if after
being notified by the IRS that you were subject to backup withholding you
received another notification from the IRS stating that you are no longer
subject to backup withholding, do not cross out item (2).
SIGNATURE _______________________________ Date ___________
PRINT NAME ______________________________
ADDRESS _________________________________
_________________________________
- --------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN WITHHOLDING OF UP
TO 31 PERCENT OF ANY PAYMENTS MADE TO YOU BY HOST MARRIOTT, L.P. OR HOST
MARRIOTT TRUST. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF
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 either (a) I have mailed or delivered an application
to receive a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security Administration Office, or (b) I intend to mail
or deliver an application in the near future. I understand that if I do not
provide a taxpayer identification number within sixty (60) days, 31% of all
reportable payments made to me thereafter will be withheld until I provide a
number.
Signature ________________________ Date ____________
- --------------------------------------------------------------------------------
GUIDELINES FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER
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
insert on the applicable form.
- --------------------------------------------------------
Give the
For this type of account: SOCIAL SECURITY
number of--
- --------------------------------------------------------
1. An individual's The individual
account
2. Two or more The actual owner of the
individuals (joint account or, if combined
account) funds, any one of the
individuals(1)
3. Husband and wife The actual owner of the
(joint account) 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 the
account) minor is the only
contributor, the minor(1)
6. Account in the name of The ward, minor, or
guardian or committee incompetent person(3)
for a designated ward,
minor, or incompetent
person
7. a. The usual The grantor-trustee(1)
revocable savings
trust account
(grantor is also
trustee)
b. So-called trust The actual owner(1)
account that is not
a legal or valid
trust under State
law
- --------------------------------------------------------
Give the EMPLOYER
For this type of account: IDENTIFICATION
number of--
- --------------------------------------------------------
8. Sole proprietorship The owner(4)
account
9. A valid trust, estate, or The legal entity (Do not
pension trust furnish the identifying
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, or The organization
educational organization
account
12. Partnership account held The partnership
in the name of the
business
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
- --------------------------------------------------------
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.