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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 9, 1998
HOST MARRIOTT CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 001-05664 53-0085950
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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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SENIOR NOTES OFFERING
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On December 9, 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, Barclays Capital Inc., Bear, Stearns &
Co. Inc., Credit Lyonnais Securities (USA) Inc., Deutsche Bank Securities Inc.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Nationsbanc Montgomery
Securities LLC, Salomon Smith Barney Inc. and SG Cowen Securities Corporation
(collectively, the "Underwriters"). Subject to the terms and conditions
contained in the Underwriting Agreement, the Company agreed to issue and sell to
the Underwriters $500,000,000 aggregate principal amount of 8.45% Series C
Senior Notes due 2008 ("Series C Notes"). The Series C 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 C Notes was
99.664%, with underwriting discounts and commissions of 1.664% of the principal
amount at maturity, generating expected net proceeds to the Company (after
deducting estimated expenses of the offering) of approximately $488,000,000. The
Series C Notes were sold pursuant to a Registration Statement on Form S-3 (File
No. 333-50729) as amended by Pre-Effective Amendment No. 1 to Post-Effective
Amendment No. 1 to the Registration Statement which became effective on December
7, 1998. The offering of the Series C Notes was consummated on December 11,
1998.
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 December 9, 1998 among HMH Properties,
Inc., certain guarantors signatories thereto, Donaldson, Lufkin & Jenrette
Securities Corporation, BT Alex. Brown Incorporated, Barclays Capital Inc.,
Bear, Stearns & Co. Inc., Credit Lyonnais Securities (USA) Inc., Deutsche Bank
Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Nationsbanc
Montgomery Securities LLC, Salomon Smith Barney Inc. and SG Cowen Securities
Corporation.
4.1 Amended and Restated Indenture dated as of August 5, 1998, by and
among HMH Properties, Inc., the Guarantors and the Non-Guarantors named therein
and Marine Midland Bank, as Trustee (incorporated by reference to Current Report
on Form 8-K of Host Marriott Corporation dated July 29, 1998, filed on August 6,
1998)
*4.2 Second Supplemental Indenture to Amended and Restated Indenture
dated as of December 11, 1998 among HMH Properties, the Guarantors and
Subsidiary Guarantors named in the Amended and Restated Indenture, dated as of
August 5, 1998 and Marine Midland Bank, as trustee (including the form of 8.45%
Series C Senior Notes due 2008).
4.3 Pledge and Security Agreement, dated as of August 5, 1998 made by
pledgors signatory thereto in favor of Bankers Trust Company, as Collateral
Agent for the benefit of the Secured Creditors (as defined therein)
(incorporated by reference to Registration Statement on Form S-3 of Host
Marriott and certain other Co-Registrants (File No. 333-50729).
*25.1 Statement of Eligibility and Qualifications on Form T-1 of Marine
Midland Bank, as Trustee, under the Indenture, with respect to the Series C
Senior Notes.
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* Filed herewith
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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
/s/ Christopher G. Townsend
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December 11, 1998 Christopher G. Townsend
Senior Vice President and
General Counsel
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