Exhibit 99.1
LETTER OF TRANSMITTAL
To Tender
Unregistered 8 3/8% Series D Senior Notes due 2006
(including those in book-entry form)
of
HOST MARRIOTT, L.P.
Pursuant to the Exchange Offer and Prospectus dated [ ] 1999
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON [ ] 1999 (THE "EXPIRATION DATE"), UNLESS THE EXCHANGE OFFER
IS EXTENDED BY HOST MARRIOTT, L.P.
The Exchange Agent for the Exchange Offer is:
HSBC Bank USA
Deliver to:
HSBC Bank USA, Exchange Agent
By Registered or Certified Mail: By Hand or Overnight Delivery:
140 Broadway 140 Broadway
A Level A Level
New York, New York 10005-1180 New York, New York 10005-1180
Attn: Corporate Trust Services Attn: Corporate Trust Services
By Facsimile:
(Eligible Institutions Only)
(212) 658-2292
Attn: Anthony Bufinsky
For Information or
Confirmation by Telephone:
(212) 658-5931
Originals of all documents sent by facsimile should be sent promptly by
registered or
certified mail, by hand or by overnight delivery service.
Delivery of this Letter of Transmittal to an address or transmission of
instructions via facsimile other than as set forth above will not constitute a
valid delivery.
IF YOU WISH TO EXCHANGE UNREGISTERED 8 3/8% SERIES D SENIOR NOTES DUE 2006
(THE "SERIES D NOTES"), FOR AN EQUAL AGGREGATE PRINCIPAL AMOUNT OF REGISTERED 8
3/8% SERIES E SENIOR NOTES DUE 2006 (THE "SERIES E NOTES"), PURSUANT TO THE
EXCHANGE OFFER, YOU MUST VALIDLY TENDER (AND NOT WITHDRAW) OLD NOTES TO THE
EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.
SIGNATURES MUST BE PROVIDED.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY BEFORE
COMPLETING THIS LETTER OF TRANSMITTAL
This Letter of Transmittal is to be completed by holders of Series D senior
notes either if Series D senior notes are to be forwarded herewith or if
tenders of Series D senior notes are to be made by book-entry transfer to an
account maintained by HSBC Bank USA (the "Exchange Agent") at The Depository
Trust Company pursuant to the procedures set forth in "The Exchange Offer--
Procedures for Tendering" in the Prospectus (as defined).
Holders of Series D senior notes whose certificates for such Series D senior
notes are not immediately available or who cannot deliver their certificates
and all other required documents to HSBC Bank USA on or prior to the Expiration
Date or who cannot complete the procedures for book-entry transfer on a timely
basis, must tender their Series D senior notes according to the guaranteed
delivery procedures set forth in "The Exchange Offer--Guaranteed Delivery
Procedures" in the Prospectus.
- -----------------------------------------------------------------------
DESCRIPTION OF TENDERED OLD NOTES
- -----------------------------------------------------------------------
Names(s) and Address(es)
of Registered Owner(s) Aggregate
as it appears on the 8 Certificate Principal Amount
3/8% Senior Subordinated Notes due Number(s) of Series D
2008 of Series D senior
(Please fill in, if blank) senior notes notes Tendered
- -----------------------------------------------------------------------
----------------- -----------------
----------------- -----------------
----------------- -----------------
----------------- -----------------
Total Principal
Amount of Old
Notes Tendered
----------------- -----------------
(BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY)
[_]CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY
TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution _______________________________________________
Account Number ______________________________________________________________
Transaction Code Number _____________________________________________________
[_]CHECK HERE AND ENCLOSE A COPY OF THE NOTICE OF GUARANTEED DELIVERY IF
TENDERED NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED
DELIVERY AND COMPLETE THE FOLLOWING:
Name of Registered Holder(s) ________________________________________________
Window Ticket Number (if any) _______________________________________________
Date of Execution of Notice of Guaranteed Delivery __________________________
Name of Institution which Guaranteed Delivery _______________________________
If Guaranteed Delivery is to be made By Book-Entry Transfer:
Name of Tendering Institution _______________________________________________
Account Number ______________________________________________________________
Transaction Code Number _____________________________________________________
[_]CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED OLD NOTES
ARE TO BE RETURNED BY CREDITING THE BOOK-ENTRY TRANSFER FACILITY ACCOUNT
NUMBER SET FORTH ABOVE.
[_]CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE OLD NOTES FOR ITS OWN
ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING ACTIVITIES (A
"PARTICIPATING BROKER-DEALER") AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF
THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.
Name: _______________________________________________________________________
Address: ____________________________________________________________________
3
Ladies and Gentlemen:
1. The undersigned hereby tenders to Host Marriott, L.P., a Delaware limited
partnership (the "Company"), the Series D senior notes, described above
pursuant to the Company's offer of $1,000 principal amount of the Series E
senior notes, in exchange for each $1,000 principal amount of the Series D
senior notes, upon the terms and subject to the conditions contained in the
Prospectus dated [ ], 1999 (the "Prospectus"), receipt of which is hereby
acknowledged, and in this Letter of Transmittal (which together constitute the
"Exchange Offer").
2. The undersigned hereby represents and warrants that it has full authority
to tender the Series D senior notes described above. The undersigned will, upon
request, execute and deliver any additional documents deemed by the Company to
be necessary or desirable to complete the tender of Series D senior notes.
3. The undersigned understands that the tender of the Series D senior notes
pursuant to all of the procedures set forth in the Prospectus will constitute
an agreement between the undersigned and the Company as to the terms and
conditions set forth in the Prospectus.
4. Unless the box under the heading "Special Registration Instructions" is
checked, the undersigned hereby represents and warrants that;
(i) the Series E senior notes acquired pursuant to the Exchange Offer are
being obtained in the ordinary course of business of the undersigned,
whether or not the undersigned is the holder;
(ii) neither the undersigned nor any such other person is engaging in or
intends to engage in a distribution of such Series E senior notes;
(iii) neither the undersigned nor any such other person has an arrangement
or understanding with any person to participate in the distribution
of such Series E senior notes;
(iv) if the undersigned is a resident of the State of California, it falls
under the self-executing institutional investor exemption set forth
under Section 25102(i) of the Corporate Securities Law of 1968 and
Rules 260.102.10 and 260.105.14 of the California Blue Sky
Regulations;
(v) if the undersigned is a resident of the Commonwealth of Pennsylvania,
it falls under the self-executing institutional investor exemption set
forth under Sections 203(c), 102(d) and (k) of the Pennsylvania
Securities Act of 1972, Section 102.111 of the Pennsylvania Blue Sky
Regulations and an interpretive opinion dated November 16, 1985;
(vi) the undersigned acknowledges and agrees that any person who is a
broker-dealer registered under the Securities Exchange Act of 1934, as
amended, or is participating in the Exchange Offer for the purpose of
distributing the Series E senior notes must comply with the
registration and prospectus delivery requirements of the Securities
Act in connection with a secondary resale transaction of the Series E
senior notes or interests therein acquired by such person and cannot
rely on the position of the staff of the Securities and Exchange
Commission set forth in certain no-action letters;
(vii) the undersigned understands that a secondary resale transaction
described in clause (vi) above and any resales of Series E senior
notes or interests therein obtained by such holder in exchange for
Series D senior notes or interests therein originally acquired by
such holder directly from the Company should be covered by an
effective registration statement containing the selling security
holder information required by Item 507 or Item 508, as applicable,
of Regulation S-K of the Commission; and
(viii) neither the holder nor any such other person is an "affiliate," as
such term is defined under Rule 405 promulgated under the Securities
Act of 1933, as amended, of the Company.
5. The undersigned may, if and only if unable to make all of the
representations and warranties contained in Item 4 above, elect to have its
Series D senior notes registered in the shelf registration described in the
Registration Rights Agreement, dated as of February 25, 1999, between the
Company and the initial
4
purchasers in the form filed as an exhibit to the Registration Statement (all
terms used in this Item 5 with their initial letters capitalized, unless
otherwise defined herein, shall have the meanings given them in the
Registration Agreement). Such election may be made by checking the box under
"Special Registration Instructions" on page 6. By making such election, the
undersigned agrees, jointly and severally, as a holder of Transfer Restricted
Securities participating in a shelf registration, to indemnify and hold
harmless the Company, its directors and officers and each Person who controls
the Company within the meaning of Section 15 of the Securities Act of 1933 or
Section 20 of the Securities Exchange Act of 1934 against any and all losses,
claims, damages and liabilities whatsoever (including, without limitation, the
reasonable legal and other expenses actually incurred in connection with any
suit, action or proceeding or any claim asserted) caused by, arising out of or
based upon (1) any untrue statement or alleged untrue statement of any material
fact contained in the Shelf Registration Statement or the Prospectus or in any
amendment thereof or supplement thereto or (2) the omission or alleged omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading, in each case to the extent, but only to the extent,
that any such loss, claim, damage or liability arises out of or is based upon
any untrue statement or alleged untrue statement or omission or alleged
omission made therein in reliance upon and in conformity with information
relating to the undersigned furnished to the Company in writing by or on behalf
of the undersigned expressly for use therein. Any such indemnification shall be
governed by the terms and subject to the conditions set forth in the
Registration Rights Agreement, including, without limitation, the provisions
regarding notice, retention of counsel, contribution and payment of expenses
set forth therein. The above summary of the indemnification provision of the
Registration Rights Agreement is not intended to be exhaustive and is qualified
in its entirety by reference to the Registration Rights Agreement.
6. If the undersigned is not a broker-dealer, the undersigned represents
that it is not engaged in, and does not intend to engage in, a distribution of
Series E senior notes. If the undersigned is a broker-dealer that will receive
Series E senior notes for its own account in exchange for Series D senior notes
that were acquired as a result of market-making activities or other trading
activities, it acknowledges that it will deliver a prospectus in connection
with any resale of such Series E senior notes, however, by so acknowledging and
delivering a prospectus, the undersigned will not be deemed to admit that it is
an "underwriter" within the meaning of the Securities Act of 1933. If the
undersigned is a broker-dealer and Series D senior notes held for its own
account were not acquired as a result of market-making or other trading
activities, such Series D senior notes cannot be exchanged pursuant to the
Exchange Offer.
7. Any obligation of the undersigned hereunder shall be binding upon the
successors, assigns, executors, administrators, trustees in bankruptcy and
legal and personal representatives of the undersigned.
8. Unless otherwise indicated herein under "Special Delivery Instructions,"
the certificates for the Series E senior notes will be issued in the name of
the undersigned.
5
SPECIAL DELIVERY INSTRUCTIONS
(See Instruction 1)
To be completed ONLY IF the Series E senior notes are to be issued or
sent to someone other than the undersigned or to the undersigned at an
address other than that provided above.
Mail [_] Issue [_] (check appropriate boxes) certificates to:
Name: ______________________________________________________________________
(Please Print)
Address: ___________________________________________________________________
(Include Zip Code)
____________________________________________________________________________
____________________________________________________________________________
SPECIAL REGISTRATION INSTRUCTIONS
(See Item 5)
To be completed ONLY IF (1) the undersigned satisfies the conditions set
forth in Item 5 above, (2) the undersigned elects to register its Series D
senior notes in the Shelf Registration described in the Registration Rights
Agreement and (3) the undersigned agrees to indemnify certain entities and
individuals as set forth in the Registration Rights Agreement and
summarized in Item 5 above.
[_] By checking this box the undersigned hereby (1) represents that it
is unable to make all of the representations and warranties set forth in
Item 4 above, (2) elects to have its Series D senior notes registered
pursuant to the Shelf Registration described in the Registration Rights
Agreement and (3) agrees to indemnify certain entities and individuals
identified in, and to the extent provided in, the Registration Rights
Agreement and summarized in Item 5 above.
6
SIGNATURE
To be completed by all exchanging noteholders. Must be signed by
registered holder exactly as name appears on Series D senior notes. If
signature is by trustee, executor, administrator, guardian, attorney-in-
fact, officer of a corporation or other person acting in a fiduciary or
representative capacity, please set forth full title. See Instruction 3.
X _________________________________________________________________________
X _________________________________________________________________________
Signature(s) of Registered Holder(s) or Authorized Signature
Dated: ____________________________________________________________________
Names(s):__________________________________________________________________
(Please Type or Print)
Capacity: _________________________________________________________________
Address: __________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
(Including Zip Code)
Area Code and Telephone
No.: ______________________________________________________________________
SIGNATURE GUARANTEE (If Required by Instruction 1)
Certain Signatures Must be Guaranteed by an Eligible Institution
___________________________________________________________________________
(Name of Eligible Institution Guaranteeing Signatures)
___________________________________________________________________________
(Address (including zip code) and Telephone Number (including area code) of
Firm)
___________________________________________________________________________
(Authorized Signature)
___________________________________________________________________________
(Printed Name)
___________________________________________________________________________
(Title)
Dated: ____________________________________________________________________
PLEASE READ THE INSTRUCTIONS BELOW,
WHICH FORM A PART OF THIS LETTER OF TRANSMITTAL
7
INSTRUCTIONS
1. Guarantee of Signatures. Signatures on this Letter of Transmittal must be
guaranteed by an eligible guarantor institution that is a member of or
participant in the Securities Transfer Agents Medallion Program, the New York
Stock Exchange Medallion Signature Program or by an "eligible guarantor
institution" within the meaning of Rule l7Ad-15 promulgated under the Exchange
Act of 1934 (an "Eligible Institution") unless the box entitled "Special
Registration Instructions" or "Special Delivery Instructions" above has not
been completed or the Series D senior notes described above are tendered for
the account of an Eligible Institution.
2. Delivery of Letter of Transmittal and Series D senior notes. The Series D
senior notes, together with a properly completed and duly executed Letter of
Transmittal (or copy thereof), should be mailed or delivered to the Exchange
Agent at the address set forth above.
THE METHOD OF DELIVERY OF OLD NOTES AND THE LETTER OF TRANSMITTAL AND ALL
OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT THE ELECTION AND RISK OF
THE HOLDER. INSTEAD OF DELIVERY BY MAIL, IT IS RECOMMENDED THAT HOLDERS USE AN
OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL CASES, SUFFICIENT TIME SHOULD BE
ALLOWED TO ASSURE DELIVERY TO THE EXCHANGE AGENT BEFORE THE EXPIRATION DATE. NO
LETTER OF TRANSMITTAL OR OLD NOTES SHOULD BE SENT TO THE COMPANY. HOLDERS MAY
REQUEST THEIR RESPECTIVE BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES,
OR NOMINEES TO EFFECT THE ABOVE TRANSACTIONS FOR SUCH HOLDERS.
3. Signature on Letter of Transmittal, Bond Powers and Endorsements. If this
Letter of Transmittal is signed by a person other than a registered holder of
any Series D senior notes, such Series D senior notes must be endorsed or
accompanied by appropriate bond powers, signed by such registered holder
exactly as such registered holder's name appears on such Series D senior notes.
If this Letter of Transmittal or any Series D senior notes or bond powers
are signed by trustees, executors, administrators, guardians, attorneys-in-
fact, officers of corporations, or others acting in a fiduciary or
representative capacity, such persons should so indicate when signing, and,
unless waived by the Company, proper evidence satisfactory to the Company of
their authority to so act must be submitted with this Letter of Transmittal.
4. Miscellaneous. All questions as to the validity, form, eligibility
(including time of receipt), acceptance, and withdrawal of tendered Series D
senior notes will be determined by the Company in its sole discretion, which
determination will be final and binding on all parties. The Company reserves
the absolute right to reject any or all Series D senior notes not properly
tendered or any Series D senior notes the Company's acceptance of which would,
in the opinion of counsel for the Company, be unlawful. The Company also
reserves the right to waive any defects, irregularities, or conditions of
tender as to particular Series D senior notes. The Company's interpretation of
the terms and conditions of the Exchange Offer (including the instructions in
this Letter of Transmittal) will be final and binding. Unless waived, any
defects or irregularities in connection with tenders of Series D senior notes
must be cured within such time as the Company shall determine. Neither the
Company, the Exchange Agent, nor any other person shall be under any duty to
give notification of defects in such tenders or shall incur any liability for
failure to give such notification. Tenders of Series D senior notes will not he
deemed to have been made until such defects or irregularities have been cured
or waived. Any Series D senior notes received by the Exchange Agent that are
not properly tendered and as to which the defects or irregularities have not
been cured or waived will be returned by the Exchange Agent to the tendering
holder thereof as soon as practicable following the Expiration Date.
8
LETTER TO CLIENTS
REGARDING THE OFFER TO EXCHANGE
$300,000,000 PRINCIPAL AMOUNT OF 8 3/8% SERIES E SENIOR NOTES DUE 2006
FOR ANY AND ALL OUTSTANDING
$300,000,000 PRINCIPAL AMOUNT OF 8 3/8% SERIES D SENIOR NOTES DUE 2006
OF
HOST MARRIOTT, L.P.
To Our Clients:
We are enclosing herewith a Prospectus, dated [ ], 1999, of Host
Marriott, L.P. (the "Company") and a related Letter of Transmittal relating to
the offer (which together constitute the "Exchange Offer") by the Company to
exchange its new 8 3/8% Series E Senior Notes due 2006 (the "Series E senior
notes"), pursuant to an offering registered under the Securities Act of 1933,
as amended (the "Securities Act"), for a like principal amount of its issued
and outstanding 8 3/8% Series D Senior Notes due 2006 (the "Series D senior
notes") upon the terms and subject to the conditions set forth in the
Prospectus and the Letter of Transmittal.
PLEASE NOTE THAT THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON [ ] 1999, UNLESS EXTENDED.
The Exchange Offer is not conditioned upon any minimum number of Series D
senior notes being tendered.
We are the registered holder or DTC participant through which you hold an
interest in the Series D senior notes. A tender of such Series D senior notes
can be made only by us pursuant to your instructions. The Letter of Transmittal
is furnished to you for your information only and cannot be used by you to
tender your beneficial ownership of Series D senior notes held by us for your
account.
We request instructions as to whether you wish to tender any or all of your
Series D senior notes held by us for your account pursuant to the terms and
subject to the conditions of the Exchange Offer. We also request that you
confirm that we may on your behalf make the representations contained in the
Letter of Transmittal that are to be made with respect to you as beneficial
owner.
Pursuant to the Letter of Transmittal, each holder of Series D senior notes
must make certain representations and warranties that are set forth in the
Letter of Transmittal and in the attached form that we have provided to you for
your instructions regarding what action we should take in the Exchange Offer
with respect to your interest in the Series D senior notes.
LETTER TO REGISTERED HOLDERS AND DTC PARTICIPANTS
REGARDING THE OFFER TO EXCHANGE
$300,000,000 PRINCIPAL AMOUNT OF 8 3/8% SERIES E SENIOR NOTES DUE 2006
FOR ANY AND ALL OUTSTANDING
$300,000,000 PRINCIPAL AMOUNT OF 8 3/8% SERIES D SENIOR NOTES DUE 2006
OF
HOST MARRIOTT, L.P.
To Registered Holders and The Depository Trust Company Participants:
We are enclosing herewith the materials listed below relating to the offer
by Host Marriott, L.P. to exchange our new 8 3/8% Series E Senior Notes due
2006, pursuant to an offering registered under the Securities Act of 1933, as
amended, for a like principal amount of our issued and outstanding 8 3/8%
Series D Senior Notes due 2006 upon the terms and subject to the conditions set
forth in our Prospectus, dated [ ] 1999, and the related Letter of
Transmittal (which together constitute the "Exchange Offer").
Enclosed herewith are copies of the following documents:
1. Prospectus dated [ ] 1999;
2. Letter of Transmittal;
3. Notice of Guaranteed Delivery;
4. Instruction to Registered Holder or DTC Participant from Beneficial
Owner; and
5. Letter which may be sent to your clients for whose account you hold
definitive registered notes or book-entry interests representing Series D
senior notes in your name or in the name of your nominee, to accompany the
instruction form referred to above, for obtaining such client's instruction
with regard to the Exchange Offer.
WE URGE YOU TO CONTACT YOUR CLIENTS PROMPTLY. PLEASE NOTE THAT THE
EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON [ ]
1999, UNLESS EXTENDED.
The Exchange Offer is not conditioned upon any minimum number of Series D
senior notes being tendered.
To participate in the Exchange Offer, a beneficial holder must either (1)
cause to be delivered to HSBC Bank USA (the "Exchange Agent") at the address
set forth in the Letter of Transmittal Definitive Registered Notes in proper
form for transfer together with a properly executed Letter of Transmittal or
(2) cause a DTC Participant to tender such holder's Series D senior notes to
the Exchange Agent's account maintained at the Depository Trust Company ("DTC")
for the benefit of the Exchange Agent through DTC's Automated Tender Offer
Program ("ATOP"), including transmission of a computer-generated message that
acknowledges and agrees to be bound by the terms of the Letter of Transmittal.
By complying with DTC's ATOP procedures with respect to the Exchange Offer, the
DTC Participant confirms on behalf of itself and the beneficial owners of
tendered Series D senior notes all provisions of the Letter of Transmittal
applicable to it and such beneficial owners as fully as if it completed,
executed and returned the Letter of Transmittal to the Exchange Agent.
Pursuant to the Letter of Transmittal, each holder of Series D senior notes
will represent that: (1) the Series E senior notes or book-entry interests
therein to be acquired by such holder and any beneficial owner(s) of such
Series D senior notes or interests therein ("Beneficial Owner(s)") in
connection with the Exchange Offer are being acquired by such holder and any
Beneficial Owner(s) in the ordinary course of business of the holder and any
Beneficial Owner(s), (2) the holder and each Beneficial Owner are not
participating, do not intend to participate, and have no arrangement or
understanding with any person to participate, in the
distribution of the Series E senior notes, (3) if the holder or Beneficial
Owner is a resident of the State of California, it falls under the self-
executing institutional investor exemption set forth under Section 25102(i) of
the Corporate Securities Law of 1968 and Rules 260.102.10 and 260.105.14 of the
California Blue Sky Regulations, (4) if the holder or Beneficial Owner is a
resident of the Commonwealth of Pennsylvania, it falls under the self-executing
institutional investor exemption set forth under Sections 203(c), 102(d) and
(k) of the Pennsylvania Securities Act of 1972, Section 102.111 of the
Pennsylvania Blue Sky Regulations and an interpretive opinion dated November
16, 1985, (5) the holder and each Beneficial Owner acknowledge and agree that
any person who is a broker-dealer registered under the Securities Exchange Act
of 1934, as amended, or is participating in the Exchange Offer for the purpose
of distributing the Series E senior notes must comply with the registration and
prospectus delivery requirements of the Securities Act of 1933 in connection
with a secondary resale transaction of the Series E senior notes or interests
therein acquired by such person and cannot rely on the position of the staff of
the Commission set forth in certain no-action letters, (6) the holder and each
Beneficial Owner understand that a secondary resale transaction described in
clause (5) above and any resales of Series E senior notes or interests therein
obtained by such holder in exchange for Series D senior notes or interests
therein originally acquired by such holder directly from us should be covered
by an effective registration statement containing the selling security holder
information required by Item 507 or Item 508, as applicable, of Regulation S-K
of the Commission and (7) neither the holder nor any Beneficial Owner(s) is our
"affiliate," as defined in Rule 405 under the Securities Act of 1933. Upon our
request, a holder or beneficial owner will deliver to the Company a legal
opinion confirming its representation made in clause (7) above. If the
tendering holder of Series D senior notes is a broker-dealer (whether or not it
is also an "affiliate") or any Beneficial Owner(s) that will receive Series E
senior notes for its own or their account pursuant to the Exchange Offer, the
tendering holder will represent on behalf of itself and the Beneficial Owner(s)
that the Series D senior notes to be exchanged for the Series E senior notes
were acquired as a result of market-making activities or other trading
activities, and acknowledge on its own behalf and on the behalf of such
Beneficial Owner(s) that it or they will deliver a prospectus meeting the
requirements of the Securities Act of 1933 in connection with any resale of
such Series E senior notes; however, by so acknowledging and by delivering a
prospectus, such tendering holder will not be deemed to admit that it or any
Beneficial Owner is an "underwriter" within the meaning of the Securities Act
of 1933.
The enclosed "Instruction to Registered Holder or DTC Participant from
Beneficial Owner" form contains an authorization by the beneficial owners of
Series D senior notes for you to make the foregoing representations.
We will not pay any fee or commission to any broker or dealer or to any
other persons (other than the Exchange Agent) in connection with the
solicitation of tenders of Series D senior notes pursuant to the Exchange
Offer. We will pay or cause to be paid any transfer taxes payable on the
transfer of Series D senior notes to it, except as otherwise provided in
Instruction 7 of the enclosed Letter of Transmittal.
Additional copies of the enclosed material may be obtained from HSBC Bank
USA, New York.
Very truly yours,
HOST MARRIOTT, L.P.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
THE AGENT OF HOST MARRIOTT, L.P. OR HSBC BANK USA, NEW YORK OR AUTHORIZE YOU TO
USE ANY DOCUMENT OR MAKE ANY STATEMENT ON OUR BEHALF IN CONNECTION WITH THE
EXCHANGE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS
CONTAINED THEREIN.
2
INSTRUCTION TO REGISTERED HOLDER OR DTC PARTICIPANT
FROM BENEFICIAL OWNER
FOR
8 3/8% SERIES D SENIOR NOTES DUE 2006
OF
HOST MARRIOTT, L.P.
The undersigned hereby acknowledges receipt of the Prospectus, dated [ ]
1999 (the "Prospectus"), of Host Marriott, L.P., a Delaware limited partnership
(the "Company"), and the accompanying Letter of Transmittal (the "Letter of
Transmittal") that together constitute the Company's offer (the "Exchange
Offer"). Capitalized terms used but not defined herein have the meanings
assigned to them in the Prospectus and the Letter of Transmittal.
This will instruct you as to the action to be taken by you relating to the
Exchange Offer with respect to the 8 3/8% Series D Senior Notes due 2008 (the
"Series D senior notes") held by you for the account of the undersigned.
The principal amount of the Series D senior notes held by you for the
account of the undersigned is (fill in amount):
$ principal amount of Series D senior notes.
With respect to the Exchange Offer, the undersigned hereby instructs you
(check appropriate box):
[_]To TENDER the following principal amount of Series D senior notes held
by you for the account of the undersigned (insert amount of Series D
senior notes to be tendered, if any):
$ principal amount of Series D senior notes.
[_]NOT to TENDER any Series D senior notes held by you for the account of
the undersigned.
If the undersigned instructs you to tender the Series D senior notes held by
you for the account of the undersigned, it is understood that you are
authorized:
(a) to make, on behalf of the undersigned (and the undersigned, by its
signature below, hereby makes to you), the representations and warranties
contained in the Letter of Transmittal that are to be made with respect to
the undersigned as a beneficial owner, including but not limited to the
representations that (1) the 8 3/8% Series E Senior Notes due 2008 ("Series
E senior notes") or book-entry interests therein to be acquired by the
undersigned (the "Beneficial Owner(s)") in connection with the Exchange
Offer are being acquired by the undersigned in the ordinary course of
business of the undersigned, (2) the undersigned is not participating, does
not intend to participate, and has no arrangement or understanding with any
person to participate, in the distribution of the Series E senior notes,
(3) if the undersigned is a resident of the State of California, it falls
under the self-executing institutional investor exemption set forth under
Section 25102(i) of the Corporate Securities Law of 1968 and Rules
260.102.10 and 260.105.14 of the California Blue Sky Regulations, (4) if
the undersigned is a resident of the Commonwealth of Pennsylvania, it falls
under the self-executing institutional investor exemption set forth under
Sections 203(c), 102(d) and (k) of the Pennsylvania Securities Act of 1972,
Section 102.111 of the Pennsylvania Blue Sky Regulations and an
interpretive opinion dated November 16, 1985, (5) the undersigned
acknowledges and agrees that any person who is a broker-dealer registered
under the Securities Exchange Act of 1934, as amended, or is participating
in the Exchange Offer for the purpose of distributing the Series E senior
notes must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with a
secondary resale transaction of the Series E senior notes or interests
therein acquired by such person and cannot rely on the position of the
staff of the Securities and Exchange Commission set forth in certain no-
action letters, (6) the undersigned understands that a secondary resale
transaction described in clause (5) above and any resales of Series E
senior notes or interests therein obtained by such holder in exchange for
Series D senior notes or interests therein originally acquired by such
holder directly from the Company should be covered by an effective
registration statement containing the selling security holder information
required by Item 507 or Item 508, as applicable, of Regulation S-K of the
Commission and (7) the undersigned is not an "affiliate," as defined in
Rule 405 under the Securities Act, of the Company. Upon a request by the
Company, a holder or beneficial owner will deliver to the Company a legal
opinion confirming its representation made in clause (7) above. If the
undersigned is a broker-dealer (whether or not it is also an "affiliate")
that will receive Series E senior notes for its own account pursuant to the
Exchange Offer, the undersigned represents that the Series D senior notes
to be exchanged for the Series E senior notes were acquired by it as a
result of market-making activities or other trading activities, and
acknowledges that it will deliver a prospectus meeting the requirements of
the Securities Act in connection with any resale of such Series E senior
notes; however, by so acknowledging and by delivering a prospectus, the
undersigned does not and will not be deemed to admit that is and
"underwriter" within the meaning of the Securities Act of 1933;
(b) to agree, on behalf of the undersigned, as set forth in the Letter
of Transmittal; and
(c) to take such other action as necessary under the Prospectus or the
Letter of Transmittal to effect the valid tender of such Series D senior
notes.
SIGN HERE
Name of Beneficial Owner(s): ________________________________________________
Signature(s): _______________________________________________________________
Name(s) (please print): _____________________________________________________
Address: ____________________________________________________________________
____________________________________________________________________
Telephone Number: ___________________________________________________________
Taxpayer Identification or Social Security Number: __________________________
Date: _______________________________________________________________________
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