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) July 27, 1999
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 (IRS Employer
of Incorporation) File Number) Identification Number)
10400 Fernwood Road, Bethesda, Maryland 20817-11090
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State or Other Jurisdiction (Zip Code)
The Registrant's telephone number, including area code: (301) 380-9000
Exhibit Index is on page 4
ITEM 5. OTHER EVENTS
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PREFERRED STOCK OFFERING
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On July 27, 1999, Host Marriott Corporation (the "Company") and Host
Marriott, L.P. (the "Operating Partnership"), executed an Underwriting Agreement
(the "Underwriting Agreement") with Morgan Stanley & Co. Incorporated,
PaineWebber Incorporated, Bear, Stearns & Co. Inc., BT Alex. Brown, Incorporated
Donaldson, Lufkin & Jenrette Securities Corporation, and Prudential Securities
Incorporated as representatives for the several underwriters (collectively, the
"Underwriters"). Subject to the terms and conditions contained in the
Underwriting Agreement, the Company agreed to issue and sell to the Underwriters
$100,000,000 of 10% Class A Cumulative Redeemable Preferred Stock (the
"Preferred Stock"). The Preferred Stock will be issued on August 3, 1999. The
price to the public for the Preferred Stock is $25.00 per share, with
underwriting discounts and commissions of $.8125 of the principal amount at
maturity, generating expected net proceeds to the Company (after deducting
estimated expenses of the offering) of approximately $96,750,000 before expenses
payable by the Company. The Preferred Stock will be sold pursuant to an
effective Registration Statement on Form S-3 (File No. 333-67907).
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 July 27, 1999 among Host Marriott
Corporation, Host Marriott, L.P. and Morgan Stanley & Co.
Incorporated, PaineWebber Incorporated, Bear, Stearns & Co. Inc.,
BT Alex. Brown, Inc., Donaldson, Lufkin & Jenrette Securities
Corporation, and Prudential Securities Incorporated.
4.1 Articles Supplementary (incorporated by reference to Form 8-A of
the Company filed July 30, 1999).
4.2 Form of Stock Certificate (incorporated by reference to Form 8-A
of the Company filed July 30, 1999).
5.1 Legal Opinion of Christopher G. Towsend, senior vice president
and corporate secretary to the Company.
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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Christopher G. Townsend
Senior Vice President and Corporate Secretary
August 2, 1999
EXHIBIT INDEX
7(c). EXHIBITS Page No.
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1.1 Underwriting Agreement dated July 27, 1999 among Host 5
Marriott Corporation, Host Marriott, L.P. and Morgan
Stanley & Co. Incorporated, Paine Webber Incorporated,
Bear, Stearns & Co., BT Alex. Brown, Inc., Donaldson,
Lufkin & Jenrette Securities Corporation, Prudential Securities
Incorporated.
4.3 Articles Supplementary (incorporated by reference to
Form 8-A of the Company filed July 30, 1999).
4.4 Form of Stock Certificate (incorporated by reference to
Form 8-A of the Company filed July 30, 1999).
5.1 Legal Opinion of Christopher G. Towsend, 30
senior vice president and corporate secretary to the
Company.