SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Host Marriott, L.P.
(Name of Issuer)
Class A Partnership Units
(Title of Class of Securities)
--
(CUSIP Number)
Thomas J. Saylak
Blackstone Real Estate Associates L.P.
345 Park Avenue, 31st Floor
New York, New York 10154
(212) 935-2626
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy to:
Gregory Ressa, Esq.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
(212) 455-2000
December 30, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule 13D, and
is filing this statement because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-
1(g), check the following box: [ ]
Page 1 of 50
<PAGE>
CUSIP NO. __ Page 2 of 50
<PAGE>
(1) NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Blackstone Real Estate Partners II L.P.
I.R.S. Identification No. - 13-3930073
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) / /
(b) /X/
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
00 (See Item 3)
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
/ /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
: (7) SOLE VOTING POWER
:
: 12,306,661
: (8) SHARED VOTING POWER
:
NUMBER OF UNITS BENE- : None
FICIALLY OWNED BY EACH : (9) SOLE DISPOSITIVE POWER
REPORTING PERSON WITH :
: 12,306,661
: (10) SHARED DISPOSITIVE POWER
: None
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
12,306,661
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
/ /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
4.4%
(14) TYPE OF REPORTING PERSON
PN
-2-
<PAGE>
CUSIP NO. __ Page 3 of 50
<PAGE>
(1) NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Blackstone Real Estate Partners II L.P.
I.R.S. Identification No. - 13-3916108
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) / /
(b) /X/
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
00 (See Item 3)
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
/ /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
: (7) SOLE VOTING POWER
:
: 3,454,335
: (8) SHARED VOTING POWER
:
NUMBER OF UNITS BENE- : None
FICIALLY OWNED BY EACH : (9) SOLE DISPOSITIVE POWER
REPORTING PERSON WITH :
: 3,454,335
: (10) SHARED DISPOSITIVE POWER:
: None
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
3,454,335
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
/ /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.2%
(14) TYPE OF REPORTING PERSON
PN
-3-
<PAGE>
CUSIP NO. __ Page 4 of 50
<PAGE>
(1) NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Blackstone Real Estate Partners II T.E. 1 L.P.
I.R.S. Identification No. - 13-3915147
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) / /
(b) /X/
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
00 (See Item 3)
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
/ /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
: (7) SOLE VOTING POWER
:
: 10,355,468
: (8) SHARED VOTING POWER
:
NUMBER OF UNITS BENE- : None
FICIALLY OWNED BY EACH : (9) SOLE DISPOSITIVE POWER
REPORTING PERSON WITH :
: 10,355,468
: (10) SHARED DISPOSITIVE POWER:
: None
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
10,355,468
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
/ /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
3.7%
(14) TYPE OF REPORTING PERSON
PN
-4-
<PAGE>
CUSIP NO. __ Page 5 of 50
<PAGE>
(1) NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Blackstone Real Estate Partners II T.E. 2 L.P.
I.R.S. Identification No. - 13-3915149
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) / /
(b) /X/
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
00 (See Item 3)
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
/ /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
: (7) SOLE VOTING POWER
:
: 447,725
: (8) SHARED VOTING POWER
:
NUMBER OF UNITS BENE- : None
FICIALLY OWNED BY EACH : (9) SOLE DISPOSITIVE POWER
REPORTING PERSON WITH :
: 447,725
: (10) SHARED DISPOSITIVE POWER:
: None
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
447,725
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
/ /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.2%
(14) TYPE OF REPORTING PERSON
PN
-5-
<PAGE>
CUSIP NO. __ Page 6 of 50
<PAGE>
(1) NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Blackstone Real Estate Partners II T.E. 3 L.P.
I.R.S. Identification No. - 13-3943180
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) / /
(b) /X/
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
00 (See Item 3)
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
/ /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
: (7) SOLE VOTING POWER
:
: 2,129,023
: (8) SHARED VOTING POWER
:
NUMBER OF UNITS BENE- : None
FICIALLY OWNED BY EACH : (9) SOLE DISPOSITIVE POWER
REPORTING PERSON WITH :
: 2,129,023
: (10) SHARED DISPOSITIVE POWER:
: None
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,129,023
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
/ /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.8%
(14) TYPE OF REPORTING PERSON
PN
-6-
<PAGE>
CUSIP NO. __ Page 7 of 50
<PAGE>
(1) NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Blackstone Real Estate Partners II T.E. 4 L.P.
I.R.S. Identification No. - 13-3943181
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) / /
(b) /X/
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
00 (See Item 3)
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
/ /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
: (7) SOLE VOTING POWER
:
: 433,134
: (8) SHARED VOTING POWER
:
NUMBER OF UNITS BENE- : None
FICIALLY OWNED BY EACH : (9) SOLE DISPOSITIVE POWER
REPORTING PERSON WITH :
: 433,134
: (10) SHARED DISPOSITIVE POWER:
: None
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
433,134
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
/ /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.2%
(14) TYPE OF REPORTING PERSON
PN
-7-
<PAGE>
CUSIP NO. __ Page 8 of 50
<PAGE>
(1) NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Blackstone Real Estate Partners II T.E. 5 L.P.
I.R.S. Identification No. - 13-3973673
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) / /
(b) /X/
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
00 (See Item 3)
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
/ /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
: (7) SOLE VOTING POWER
:
: 911,052
: (8) SHARED VOTING POWER
:
NUMBER OF UNITS BENE- : None
FICIALLY OWNED BY EACH : (9) SOLE DISPOSITIVE POWER
REPORTING PERSON WITH :
: 911,052
: (10) SHARED DISPOSITIVE POWER:
: None
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
911,052
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
/ /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.3%
(14) TYPE OF REPORTING PERSON
PN
-8-
<PAGE>
CUSIP NO. __ Page 9 of 50
<PAGE>
(1) NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Blackstone Real Estate Partners I L.P.
I.R.S. Identification No. - 13-3930073
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) / /
(b) /X/
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
00 (See Item 3)
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
/ /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
: (7) SOLE VOTING POWER
:
: 4,023,194
: (8) SHARED VOTING POWER
:
NUMBER OF UNITS BENE- : 243,326
FICIALLY OWNED BY EACH : (9) SOLE DISPOSITIVE POWER
REPORTING PERSON WITH :
: 4,023,194
: (10) SHARED DISPOSITIVE POWER
: 243,326
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
4,266,520
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.5%
(14) TYPE OF REPORTING PERSON
PN
-9-
<PAGE>
CUSIP NO. __ Page 10 of 50
<PAGE>
(1) NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Blackstone Real Estate Partners Two L.P.
I.R.S. Identification No. - 13-3787414
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) / /
(b) /X/
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
00 (See Item 3)
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
/ /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
: (7) SOLE VOTING POWER
:
: 263,803
: (8) SHARED VOTING POWER
:
NUMBER OF UNITS BENE- : 243,326
FICIALLY OWNED BY EACH : (9) SOLE DISPOSITIVE POWER
REPORTING PERSON WITH :
: 263,803
: (10) SHARED DISPOSITIVE POWER
: 243,326
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
507,129
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
/ /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.2%
(14) TYPE OF REPORTING PERSON
PN
-10-
<PAGE>
CUSIP NO. __ Page 11 of 50
<PAGE>
(1) NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Blackstone Real Estate Partners Three L.P.
I.R.S. Identification No. - 13-3787415
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) / /
(b) /X/
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
00 (See Item 3)
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
/ /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
: (7) SOLE VOTING POWER
:
: 2,559,287
: (8) SHARED VOTING POWER
:
NUMBER OF UNITS BENE- : 243,326
FICIALLY OWNED BY EACH : (9) SOLE DISPOSITIVE POWER
REPORTING PERSON WITH :
: 2,559,287
: (10) SHARED DISPOSITIVE POWER
: 243,326
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,802,613
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
/ /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.0%
(14) TYPE OF REPORTING PERSON
PN
-11-
<PAGE>
CUSIP NO. __ Page 12 of 50
<PAGE>
(1) NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Blackstone Real Estate Partners IV L.P.
I.R.S. Identification No. - 13-3787416
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) / /
(b) /X/
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
00 (See Item 3)
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
/ /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
: (7) SOLE VOTING POWER
:
: 80,463
: (8) SHARED VOTING POWER
:
NUMBER OF UNITS BENE- : 243,326
FICIALLY OWNED BY EACH : (9) SOLE DISPOSITIVE POWER
REPORTING PERSON WITH :
: 80,463
: (10) SHARED DISPOSITIVE POWER
: 243,326
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
323,789
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
/ /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.1%
(14) TYPE OF REPORTING PERSON
PN
-12-
<PAGE>
CUSIP NO. __ Page 13 of 50
<PAGE>
(1) NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Blackstone RE Capital Partners L.P.
I.R.S. Identification No. - 13-3794146
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) / /
(b) /X/
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
00 (See Item 3)
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
/ /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
: (7) SOLE VOTING POWER
:
: 419,582
: (8) SHARED VOTING POWER
:
NUMBER OF UNITS BENE- : 243,326
FICIALLY OWNED BY EACH : (9) SOLE DISPOSITIVE POWER
REPORTING PERSON WITH :
: 419,582
: (10) SHARED DISPOSITIVE POWER
: 243,326
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
662,908
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
/ /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.2%
(14) TYPE OF REPORTING PERSON
PN
-13-
<PAGE>
CUSIP NO. __ Page 14 of 50
<PAGE>
(1) NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Blackstone RE Capital Partners II L.P.
I.R.S. Identification No. - 13-3794148
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) / /
(b) /X/
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
00 (See Item 3)
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
/ /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
: (7) SOLE VOTING POWER
:
: 46,052
: (8) SHARED VOTING POWER
:
NUMBER OF UNITS BENE- : 243,326
FICIALLY OWNED BY EACH : (9) SOLE DISPOSITIVE POWER
REPORTING PERSON WITH :
: 46,052
: (10) SHARED DISPOSITIVE POWER
: 243,326
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
289,378
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
/ /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.1%
(14) TYPE OF REPORTING PERSON
PN
-14-
<PAGE>
CUSIP NO. __ Page 15 of 50
<PAGE>
(1) NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Blackstone RE Offshore Capital Partners L.P.
I.R.S. Identification No. - 13-3794149
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) /X/
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
00 (See Item 3)
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
/ /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
: (7) SOLE VOTING POWER
:
: 81,006
: (8) SHARED VOTING POWER
:
NUMBER OF UNITS BENE- : 243,326
FICIALLY OWNED BY EACH : (9) SOLE DISPOSITIVE POWER
REPORTING PERSON WITH :
: 81,006
: (10) SHARED DISPOSITIVE POWER
: 243,326
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
324,332
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
/ /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.1%
(14) TYPE OF REPORTING PERSON
PN
-15-
<PAGE>
CUSIP NO. __ Page 16 of 50
<PAGE>
(1) NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Blackstone Real Estate Holdings L.P.
I.R.S. Identification No. - 13-3789506
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) / /
(b) /X/
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
00 (See Item 3)
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
/ /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
: (7) SOLE VOTING POWER
:
: 2,211,340
: (8) SHARED VOTING POWER
:
NUMBER OF UNITS BENE- : 243,326
FICIALLY OWNED BY EACH : (9) SOLE DISPOSITIVE POWER
REPORTING PERSON WITH :
: 2,211,340
: (10) SHARED DISPOSITIVE POWER
: 243,326
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,454,666
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
/ /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.9%
(14) TYPE OF REPORTING PERSON
PN
-16-
<PAGE>
CUSIP NO. __ Page 17 of 50
<PAGE>
(1) NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
CR/RE LLC
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) / /
(b) /X/
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
00 (See Item 3)
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
/ /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
: (7) SOLE VOTING POWER
:
: 22,390
: (8) SHARED VOTING POWER
:
NUMBER OF UNITS BENE- : None
FICIALLY OWNED BY EACH : (9) SOLE DISPOSITIVE POWER
REPORTING PERSON WITH :
: 22,390
: (10) SHARED DISPOSITIVE POWER
:
: None
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
22,390
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
/ /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
less than 0.1%
(14) TYPE OF REPORTING PERSON
00
-17-
<PAGE>
CUSIP NO. __ Page 18 of 50
<PAGE>
(1) NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
BRE Logan Hotel Inc.
I.R.S. Identification No. - 13-3731847
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) / /
(b) /X/
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
00 (See Item 3)
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
/ /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
: (7) SOLE VOTING POWER
:
: 29,910
: (8) SHARED VOTING POWER
:
NUMBER OF UNITS BENE- : None
FICIALLY OWNED BY EACH : (9) SOLE DISPOSITIVE POWER
REPORTING PERSON WITH :
: 29,910
: (10) SHARED DISPOSITIVE POWER
: None
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
29,910
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
/ /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
less than 0.1%
(14) TYPE OF REPORTING PERSON
CO
-18-
<PAGE>
CUSIP NO. __ Page 19 of 50
<PAGE>
(1) NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
BRE/Cambridge LLC
I.R.S. Identification No. - 13-3899337
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) / /
(b) /X/
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
00 (See Item 3)
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
/ /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
: (7) SOLE VOTING POWER
:
: 243,326
: (8) SHARED VOTING POWER
:
NUMBER OF UNITS BENE- : None
FICIALLY OWNED BY EACH : (9) SOLE DISPOSITIVE POWER
REPORTING PERSON WITH :
: 243,326
: (10) SHARED DISPOSITIVE POWER
: None
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
243,326
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
/ /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.1%
(14) TYPE OF REPORTING PERSON
00
-19-
<PAGE>
CUSIP NO. __ Page 20 of 50
<PAGE>
(1) NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Blackstone Real Estate Associates L.P.
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) / /
(b) /X/
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
00 (See Item 3)
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
/ /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
: (7) SOLE VOTING POWER
:
: None
: (8) SHARED VOTING POWER
:
NUMBER OF UNITS BENE- : 8,185,183
FICIALLY OWNED BY EACH : (9) SOLE DISPOSITIVE POWER
REPORTING PERSON WITH :
: None
: (10) SHARED DISPOSITIVE POWER
:
: 8,185,183
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
8,185,183
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
/ /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
2.9%
(14) TYPE OF REPORTING PERSON
PN
-20-
<PAGE>
CUSIP NO. __ Page 21 of 50
<PAGE>
(1) NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Blackstone Real Estate Associates II L.P.
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) / /
(b) /X/
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
Not Applicable
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
/ /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
: (7) SOLE VOTING POWER
:
: None
: (8) SHARED VOTING POWER
:
NUMBER OF UNITS BENE- : 26,583,063
FICIALLY OWNED BY EACH : (9) SOLE DISPOSITIVE POWER
REPORTING PERSON WITH :
: None
: (10) SHARED DISPOSITIVE POWER
:
: 26,583,063
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
26,583,063
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
/ /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.6%
(14) TYPE OF REPORTING PERSON
PN
-21-
<PAGE>
CUSIP NO. __ Page 22 of 50
<PAGE>
(1) NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Blackstone Real Estate Management Associates II L.P.
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) / /
(b) /X/
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
Not Applicable
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
/ /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
: (7) SOLE VOTING POWER
:
: None
: (8) SHARED VOTING POWER
:
NUMBER OF UNITS BENE- : 30,037,398
FICIALLY OWNED BY EACH : (9) SOLE DISPOSITIVE POWER
REPORTING PERSON WITH :
: None
: (10) SHARED DISPOSITIVE POWER
:
: 30,037,398
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
30,037,398
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
/ /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
10.8%
(14) TYPE OF REPORTING PERSON
PN
-22-
<PAGE>
CUSIP NO. __ Page 23 of 50
<PAGE>
(1) NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
BREA L.L.C.
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) / /
(b) /X/
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
Not Applicable
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
/ /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
: (7) SOLE VOTING POWER
:
: None
: (8) SHARED VOTING POWER
:
NUMBER OF UNITS BENE- : 10,396,523
FICIALLY OWNED BY EACH : (9) SOLE DISPOSITIVE POWER
REPORTING PERSON WITH :
: None
: (10) SHARED DISPOSITIVE POWER
:
: 10,396,523
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
10,396,523
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
/ /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
3.7%
(14) TYPE OF REPORTING PERSON
00
-23-
<PAGE>
CUSIP NO. __ Page 24 of 50
<PAGE>
(1) NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
BRE II L.L.C.
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) / /
(b) /X/
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
Not Applicable
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
/ /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
: (7) SOLE VOTING POWER
:
: None
: (8) SHARED VOTING POWER
:
NUMBER OF UNITS BENE- : 30,037,398
FICIALLY OWNED BY EACH : (9) SOLE DISPOSITIVE POWER
REPORTING PERSON WITH :
: None
: (10) SHARED DISPOSITIVE POWER
:
: 30,037,398
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
30,037,398
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
/ /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
10.7%
(14) TYPE OF REPORTING PERSON
00
-24-
<PAGE>
CUSIP NO. __ Page 25 of 50
<PAGE>
(1) NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Peter G. Peterson
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) / /
(b) /X/
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
Not Applicable
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
/ /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
: (7) SOLE VOTING POWER
:
: None
: (8) SHARED VOTING POWER
:
NUMBER OF UNITS BENE- : 40,463,844
FICIALLY OWNED BY EACH : (9) SOLE DISPOSITIVE POWER
REPORTING PERSON WITH :
: None
: (10) SHARED DISPOSITIVE POWER
:
: 40,463,844
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
40,463,844
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
/ /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
14.5%
(14) TYPE OF REPORTING PERSON
IN
-25-
<PAGE>
CUSIP NO. __ Page 26 of 50
<PAGE>
(1) NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Stephen A. Schwarzman
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) / /
(b) /X/
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
Not Applicable
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
/ /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
: (7) SOLE VOTING POWER
:
: None
: (8) SHARED VOTING POWER
:
NUMBER OF UNITS BENE- : 40,463,844
FICIALLY OWNED BY EACH : (9) SOLE DISPOSITIVE POWER
REPORTING PERSON WITH :
: None
: (10) SHARED DISPOSITIVE POWER
:
: 40,463,844
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
40,463,844
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
/ /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
14.5%
(14) TYPE OF REPORTING PERSON
IN
-26-
<PAGE>
CUSIP NO. __ Page 27 of 50
<PAGE>
(1) NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
John G. Schreiber
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) / /
(b) /X/
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
Not Applicable
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
/ /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
: (7) SOLE VOTING POWER
:
: None
: (8) SHARED VOTING POWER
:
NUMBER OF UNITS BENE- : None
FICIALLY OWNED BY EACH : (9) SOLE DISPOSITIVE POWER
REPORTING PERSON WITH :
: None
: (10) SHARED DISPOSITIVE POWER
:
: 34,768,246
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
34,768,246
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
/ /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
12.5%
(14) TYPE OF REPORTING PERSON
IN
-27-
<PAGE>
CUSIP NO. __ Page 28 of 50
<PAGE>
(1) NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
BRE/Ceriale L.L.C.
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) / /
(b) /X/
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
00 (See Item 3)
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
/ /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
: (7) SOLE VOTING POWER
:
: 468,470
: (8) SHARED VOTING POWER
:
NUMBER OF UNITS BENE- : None
FICIALLY OWNED BY EACH : (9) SOLE DISPOSITIVE POWER
REPORTING PERSON WITH :
: 468,470
: (10) SHARED DISPOSITIVE POWER
:
: None
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
468,470
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
/ /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.2%
(14) TYPE OF REPORTING PERSON
00
-28-
<PAGE>
CUSIP NO. __ Page 29 of 50
<PAGE>
(1) NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
RTZ Management Corp.
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) / /
(b) /X/
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
00 (See Item 3)
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
/ /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
: (7) SOLE VOTING POWER
:
: 13
: (8) SHARED VOTING POWER
:
NUMBER OF UNITS BENE- : None
FICIALLY OWNED BY EACH : (9) SOLE DISPOSITIVE POWER
REPORTING PERSON WITH :
: 13
: (10) SHARED DISPOSITIVE POWER
:
: None
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
13
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
/ /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
less than 0.1%
(14) TYPE OF REPORTING PERSON
CO
-29-
<PAGE>
CUSIP NO. __ Page 30 of 50
<PAGE>
STATEMENT PURSUANT TO RULE 13D-1
OF THE
GENERAL RULES AND REGULATIONS
UNDER THE
SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED
Item 1. Security and Issuer
This Statement on Schedule 13D relates to the Class A partnership
units ("OP Units") of Host Marriott, L.P., a Maryland limited partnership
(the "Issuer"). The principal executive offices of the Issuer are located at
10400 Fernwood Road, Bethesda, Maryland 20817.
Item 2. Identity and Background.
This Schedule 13D is being filed by: Blackstone Real Estate
Partners II L.P., a Delaware limited partnership ("BRE II"); Blackstone Real
Estate Holdings II L.P., a Delaware limited partnership ("BREH II");
Blackstone Real Estate Partners II T.E. 1 L.P., a Delaware limited
partnership ("BRE II TE 1"); Blackstone Real Estate Partners II T.E. 2 L.P.,
a Delaware limited partnership ("BRE II TE 2"); Blackstone Real Estate
Partners II T.E. 3 L.P., a Delaware limited partnership ("BRE II TE 3");
Blackstone Real Estate Partners II T.E. 4 L.P., a Delaware limited
partnership ("BRE II TE 4"); Blackstone Real Estate Partners II T.E. 5 L.P.,
a Delaware limited partnership ("BRE II TE 5"); Blackstone Real Estate
Partners I L.P., a Delaware limited partnership ("BRE I"); Blackstone Real
Estate Partners Two L.P., a Delaware limited partnership ("BRE Two");
-30-
<PAGE>
CUSIP NO. __ Page 31 of 50
<PAGE>
Blackstone Real Estate Partners Three L.P., a Delaware limited partnership
("BRE Three"); Blackstone Real Estate Partners IV L.P., a Delaware limited
partnership ("BRE IV"); Blackstone RE Capital Partners L.P., a Delaware
limited partnership ("BRECP"); Blackstone RE Capital Partners II L.P., a
Delaware limited partnership ("BRECP II"); Blackstone RE Offshore Capital
Partners L.P., a Delaware limited partnership ("BOC"); Blackstone Real Estate
Holdings L.P., a Delaware limited partnership ("BREH"); CR/RE L.L.C., a
Delaware limited liability company ("CRRE"); BRE/Ceriale L.L.C., a Delaware
limited liability company ("BRE/Ceriale"); RTZ Management Corp., a Delaware
corporation ("RTZ"); BRE Logan Hotel Inc., a Delaware corporation ("Logan");
BRE/Cambridge L.L.C., a Delaware limited liability company ("Cambridge"); the
general partner of BRE I, BRE Two, BRE Three, BRE IV, BRECP, BRECP II, and
BOC, Blackstone Real Estate Associates L.P., a Delaware limited partnership
("BREA"); the general partner of BRE II, BRE II TE 1, BRE II TE 2, BRE II TE
3, BRE II TE 4, and BRE II TE 5, Blackstone Real Estate Associates II L.P., a
Delaware limited partnership ("BREA II"); the general partner of BREH II and
BREA II, Blackstone Real Estate Management Associates II L.P., a Delaware
limited partnership ("BREMA II"); the general partner of BREH and BREA, BREA
L.L.C., a Delaware limited liability company ("BREA LLC"); the general
partner of BREMA II, BREA II L.L.C., a Delaware limited liability company
("BREA II LLC"); Peter G. Peterson ("Peterson") and Stephen A. Schwarzman
("Schwarzman"), who are the founding members of BREA LLC and BREA II LLC; and
John G. Schreiber ("Schreiber"), a limited partner in BREA and BREA II.
-31-
<PAGE>
CUSIP NO. __ Page 32 of 50
<PAGE>
The principal business of BRE II, BRE II TE 1, BRE II TE 2, BRE II TE 3,
BRE II TE 4, BRE II TE 5, BREH II, BRE I, BRE Two, BRE Three, BRE IV, BRECP,
BRECP II, BOC, BREH, CRRE, BRE/Ceriale, RTZ, Logan and Cambridge consists of
making various real estate-related investments including holding an equity
interest in the Issuer. The principal business of BREA consists of acting as
a general partner of BRE I, BRE Two, BRE Three, BRE IV, BRECP, BRECP II, BOC
and certain other real estate-related investment entities. The principal
business of BREA II consists of acting as a general partner of BRE II, BRE II
TE 1, BRE II TE 2, BRE II TE 3, BRE II TE 4, BRE II TE 5 and certain other
real estate-related investment entities. The principal business of BREA LLC
consists of acting as a general partner of BREA and BREH. The principal
business of BREMA II consists of acting as a general partner of BREA II and
BREH II. The principal business of BREA II LLC consists of acting as a
general partner of BREMA II. BRE II, BRE II TE 1, BRE II TE 2, BRE II TE 3,
BRE II TE 4, BRE II TE 5, BREH II, BRE I, BRE Two, BRE Three, BRE IV, BRECP,
BRECP II, BOC, BREH, CRRE, BRE/Ceriale, RTZ, Logan, Cambridge, BREA, BREMA,
BREA II, BREA LLC, BREA II LLC, Peterson, Schwarzman and Schreiber
collectively are referred to herein as the "Reporting Persons."
The principal business and office address of each of BRE II, BRE II
TE 1, BRE II TE 2, BRE II TE 3, BRE II TE 4, BRE II TE 5, BREH II, BRE I, BRE
Two, BRE Three, BRE IV, BRECP, BRECP II, BOC, BREH, CRRE, BRE/Ceriale, RTZ,
Logan, Cambridge, BREA, BREMA, BREA II, BREA LLC and BREA II LLC is 345 Park
Avenue, 31st Floor, New York, New York 10154. The principal business address
of Schreiber is Schreiber Investments, 1115 East Illinois Road, Lake Forest,
-32-
<PAGE>
CUSIP NO. __ Page 33 of 50
<PAGE>
Illinois 60045. The principal business address of each of Peterson and
Schwarzman is 345 Park Avenue, 31st Floor, New York, New York 10154.
Peterson and Schwarzman are United States citizens and the sole
members, and serve as the Chairman and President, respectively, of BREA LLC
and BREA II LLC. Peterson's principal occupation or employment is serving as
Chairman of The Blackstone Group L.P. ("TBG"), an investment banking firm
based in New York. Schwarzman's principal occupation or employment is
serving as the President and CEO of TBG. Peterson and Schwarzman also serve
as the founding members of each of Blackstone Group Holdings L.L.C. ("BGH"),
which is the general partner of Blackstone Group Holdings L.P., a limited
partner of TBG, Blackstone Management Associates II L.L.C. and Blackstone
Management Partners L.L.C.
Schreiber is a United States citizen, and his present principal
occupation or employment is making real estate-related investments.
During the last five years, none of the Reporting Persons has (i)
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, Federal or state securities laws or finding any violation with
respect to such laws.
Information with respect to each of the Reporting Persons is given
solely by such Reporting Person and no Reporting Person has responsibility
-33-
<PAGE>
CUSIP NO. __ Page 34 of 50
<PAGE>
for the accuracy or completeness of information supplied by another Reporting
Person. Any disclosures made hereunder with respect to persons other than
the Reporting Persons are made on information and belief after making
appropriate inquiry.
Item 3. Source and Amount of Funds or Other Consideration.
The OP Units acquired by BRE II, BRE II TE 1, BRE II TE 2, BRE II
TE 3, BRE II TE 4, BRE II TE 5, BREH II, BRE I, BRE Two, BRE Three, BRE IV,
BRECP, BRECP II, BOC, BREH, CRRE, BRE/Ceriale, RTZ, Logan and Cambridge (as
more fully described in Item 5) were acquired pursuant to the Contribution
Agreement, dated as of April 16, 1998 (as amended, the "Contribution
Agreement"), by and among Host Marriott Corporation, a Delaware corporation
("HMC"), the Issuer, and the contributors named therein (the "Contributors").
The Contribution Agreement and all related amendments are filed herewith as
Exhibits 3-6 and are incorporated herein by reference.
The consideration for the OP Units acquired by the Reporting
Persons was certain assets which were contributed by affiliates of the
Reporting Persons to Host OP pursuant to the Contribution Agreement.
-34-
<PAGE>
CUSIP NO. __ Page 35 of 50
<PAGE>
Item 4. Purpose of Transaction.
The OP Units were acquired by the Reporting Persons pursuant to the
Contribution Agreement which is described in Item 6 below. Pursuant to the
terms of the Contribution Agreement, an affiliate of the Reporting Persons is
entitled to designate one person to be nominated for election to the Board of
Directors of Host Marriott Corporation, the general partner of the
Issuer. Other than with respect to the right to designate such person for
election as a director of Host Marriott Corporation, the OP Units were
acquired for the purpose of investment.
(a). Although they have no present intention to do so, and subject
to the restrictions contained in the Contribution Agreement and the
Partnership Agreement (as defined in Item 6 below), each filed as exhibits
hereto and incorporated herein by reference, and the articles of
incorporation of Host Marriott Corporation, the Reporting Persons reserve the
right to dispose of all or part of the OP Units or to make additional
purchases of or otherwise acquire OP Units.
(b)-(j) None of the Reporting Persons presently has any plans or
proposals which relate to or would result in any of the transactions
described in subparagraphs (b) through (j) of Item 4 of Schedule 13D.
-35-
<PAGE>
CUSIP NO. __ Page 36 of 50
<PAGE>
Item 5. Interest in Securities of the Issuer
As of the date of this filing, BRE II, BRE II TE 1, BRE II TE 2,
BRE II TE 3, BRE II TE 4, BRE II TE 5 and BREH II may be deemed to
beneficially own 12,306,661, 10,355,468, 447,725, 2,129,023, 433,134, 911,052
and 3,454,335 OP Units, respectively. As of the date of this filing, BRE I,
BRE Two, BRE Three, BRE IV, BRECP, BRECP II, BOC and BREH may be deemed to
beneficially own 4,023,194, 263,803, 2,559,287, 80,463, 419,582, 46,052,
81,006 and 2,211,340 OP Units, respectively. As of the date of this filing,
CRRE, BRE/Ceriale, RTZ, Logan and Cambridge may be deemed to beneficially own
22,390, 468,470, 13, 29,910, and 243,326 OP Units, respectively. Such OP
Units represent, in the aggregate, 40,486,234 OP Units, or approximately
14.5% of the total number of OP Units outstanding. As of the date of this
filing, each of the above mentioned Reporting Persons, acting through each of
their respective direct or indirect general partners and members, have the
sole power to vote or direct the vote and to dispose or direct the
disposition (subject to the provisions of the Contribution Agreement and the
Partnership Agreement) of the above mentioned OP Units beneficially owned by
each such Reporting Person.
In addition, by reason of their status as members of Cambridge,
BRE I, BRE Two, BRE Three, BRE IV, BRECP, BRECP II, BOC and BREH may be
deemed to beneficially own 243,326 OP Units beneficially owned by Cambridge.
As of the date of this filing, BRE I, BRE Two, BRE Three, BRE IV, BRECP,
BRECP II, BOC and BREH have shared power to vote or direct the vote and to
dispose or direct the disposition (subject to the provisions of the
-36-
<PAGE>
CUSIP NO. __ Page 37 of 50
<PAGE>
Contribution Agreement and the Standstill Agreement discussed in Item 6
below) of the OP Units beneficially owned by Cambridge.
By reason of its status as the general partner of BRE I, BRE Two,
BRE Three, BRE IV, BRECP, BRECP II and BOC, BREA has the shared power to vote
or direct the vote and to dispose or direct the disposition of the OP Units
owned by such entities (in each case to the extent that BRE I, BRE Two, BRE
Three, BRE IV, BRECP, BRECP II and BOC have such power) and, accordingly, may
be deemed to beneficially own 8,185,183 OP Units.
By reason of its status as the general partner of BRE II, BRE II TE
1, BRE II TE 2, BRE II TE 3, BRE II TE 4, BRE II TE 5, BREA II has the shared
power to vote or direct the vote and to dispose or direct the disposition of
the OP Units owned by such entities (in each case to the extent that BRE II,
BRE II TE 1, BRE II TE 2, BRE II TE 3, BRE II TE 4, BRE II TE 5, have such
power) and, accordingly, may be deemed to beneficially own 26,583,063 OP
Units.
By reason of the requirement that any disposition of an investment
(directly or indirectly) by entities to which BREA and BREA II serves as
general partner requires the approval of Schreiber, Schreiber has shared
power to dispose or direct the disposition of the OP Units that may be deemed
to be beneficially owned by BREA and BREA II (in each case to the extent that
BREA and BREA II has such power) and, accordingly, may be deemed to
beneficially own 34,768,246 OP Units which may be deemed to be beneficially
owned by BREA and BREA II.
-37-
<PAGE>
CUSIP NO. __ Page 38 of 50
<PAGE>
By reason of its status as the general partner of BREA II and BREH
II, BREMA II has the shared power to vote or direct the vote and to dispose
or direct the disposition of the OP Units that may be deemed to be
beneficially owned by BREA II and BREH II (in each case to the extent that
the BREA II and BREH II have such power) and, accordingly, may be deemed to
beneficially own 30,037,398 OP Units.
By reason of its status as the general partner of BREA and BREH,
BREA LLC has the shared power to vote or direct the vote and to dispose or
direct the disposition of the OP Units that may be deemed to be beneficially
owned by BREA and BREH (in each case to the extent that the BREA and BREH
have such power) and, accordingly, may be deemed to beneficially own
10,396,523 OP Units.
By reason of its status as the general partner of BREMA II, BREA II
LLC has the shared power to vote or direct the vote and to dispose or direct
the disposition of the OP Units that may be deemed to be beneficially owned
by BREA II and BREH II (in each case to the extent that the BREA II and BREH
II have such power) and, accordingly, may be deemed to beneficially own
30,037,398 OP Units.
By reason of their ability to control BREA LLC, BREA II LLC, RTZ
and Logan, Peterson and Schwarzman have shared power to vote or to direct the
vote and to dispose or direct the disposition of the OP Units that may be
deemed to be beneficially owned by BREA LLC, BREA II LLC, RTZ and Logan (in
each case to the extent that BREA LLC, BREA II LLC, RTZ and Logan have such
-38-
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CUSIP NO. __ Page 39 of 50
<PAGE>
power) and, accordingly, may be deemed to beneficially own 40,463,844 OP
Units.
To the best knowledge of each of the Reporting Persons, none of the
Reporting Persons has beneficial ownership of, or has engaged in any
transaction during the past 60 days in, any OP Units, except as disclosed
herein.
Pursuant to Rule 13d-4 under the Securities Exchange Act of 1934,
as amended (the "Act), the Reporting Persons declare that the filing of this
statement shall not be construed as an admission that any such Reporting
Person is, for the purposes of Section 13(d) or 13(g) of the Act, the
beneficial owner of any securities covered by this statement.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Contribution Agreement. Pursuant to the Contribution Agreement,
the Reporting Persons have agreed that the OP Units beneficially owned by the
Reporting Persons (and their permitted transferees) (the "Reported Units")
are redeemable for cash or common stock of Host Marriott Corporation only as
follows: (i) up to 50% of the Reported Units may be redeemed beginning July 1,
1999, (ii) an additional 25% of the Reported Units may be redeemed beginning
October 1, 1999 and (iii) the remaining 25% of the Reported Units may be
redeemed beginning January 1, 2000. Pursuant to a Registration Rights
Agreement, dated December 30, 1998, with Host Marriott Corporation, the
Reporting Persons (and their permitted transferees), upon conversion of the
Reported Units into shares of Host Marriott Corporation, are entitled to
certain registration rights.
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CUSIP NO. __ Page 40 of 50
<PAGE>
Under the Contribution Agreement, the Issuer and Host Marriott
Corporation have agreed to grant the Reporting Persons an exemption from the
4.9 percent ownership limitation contained in the Partnership Agreement
(as discussed further below).
Pursuant to the Contribution Agreement, for so long as the
Reporting Persons own at least 5 percent of the outstanding OP Units,
Blackstone Real Estate Acquisitions L.L.C. ("BRE Acquisitions"), an affiliate
of the Reporting Persons, has the right to designate one person, and Host
Marriott Corporation shall cause such person, to be included in the slate of
directors nominated for election to the Board of Directors of Host Marriott
Corporation, the general partner of the Issuer.
The Contribution Agreement also contains standstill provisions
which prohibit certain activities of the Reporting Persons with respect to
the Issuer and Host Marriott Corporation. Such provisions provide that
(except as permitted under the Contribution Agreement or if previously
authorized by Host Marriott Corporation) prior to the earlier of (i) December
30, 2003 and (ii) the date on which the Contributors and BRE Acquisitions,
considered together, no longer own more than 5% of the outstanding OP Units
or common stock of Host Marriott Corporation, the Contributors and BRE
Acquisitions will not, and will use their best efforts to cause their
-40-
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CUSIP NO. __ Page 41 of 50
<PAGE>
respective affiliates to not, among other things (A) acquire any securities
so as to beneficially own, in aggregate, more than 9.8% of any class of
voting securities of the Issuer or Host Marriott Corporation or so as to
violate the articles of incorporation of Host Marriott Corporation or the
Partnership Agreement, (B) sell or otherwise dispose of any voting securities
of the Issuer or Host Marriott Corporation in violation of the articles of
incorporation of Host Marriott Corporation or the Partnership Agreement, (C)
solicit proxies in opposition to a recommendation of the Board of Directors
of Host Marriott Corporation, (D) propose any merger, tender or exchange
offer or similar transaction involving Host Marriott Corporation or acquire a
material portion of the assets of Host Marriott Corporation or (E) seek to
appoint, elect or remove any member of the Board of Directors of Host
Marriott Corporation or make any public statements proposing or suggesting
any change in the Board of Directors or management of Host Marriott
Corporation.
The description of the Contribution Agreement set forth herein is a
summary thereof, and is qualified in its entirety by reference to the
complete text thereof filed as Exhibit 3-6 hereto, which is incorporated
herein by reference.
Partnership Agreement. The Second Amended and Restated Agreement
of Limited Partnership of Host Marriott L.P. (the "Partnership Agreement"),
filed herewith as Exhibit 2 and incorporated by reference to Exhibit 3.1 to
the Registration Statement of the Issuer on Form S-4/A dated October 10,
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CUSIP NO. __ Page 42 of 50
<PAGE>
1998, contains provisions pertaining to, among other things, capital
contributions, distributions, allocations, management and operations of the
Issuer's business, transfers and withdrawals. The Partnership Agreement
provides that, subject to certain permitted transfers to related entities,
the OP Units are not transferable to third parties.
The Partnership Agreement also provides that the Reported Units are
redeemable, at the option of the Reporting Persons, for cash in an amount
equal to the fair market value of one share of Host Marriott Corporation
stock for each Reported Unit redeemed; provided, however, that Host Marriott
Corporation may, at its election, issue to the Reporting Persons (in lieu of
the cash payment referred to above) a number of shares of common stock of
Host Marriott Corporation equal to the number of Reported Units redeemed by
the Reporting Persons.
The Partnership Agreement provides further that, unless pursuant to
an exception granted by Host Marriot Corporation, no person or entity may
constructively own (determined in accordance with applicable provisions of the
Internal Revenue Code of 1986) more than 4.9 percent of the OP Units.
Pursuant to the Contribution Agreement, Host Marriott Corporation has provided
the Reporting Persons an exception to such ownership limitation so long as
the Reporting Persons do not increase their constructive ownership of OP Units.
-42-
<PAGE>
CUSIP NO. __ Page 43 of 50
The description of the Partnership Agreement set forth herein is a
summary thereof, and is qualified in its entirety by reference to the
complete text thereof filed as Exhibit 2 hereto, which is incorporated herein
by reference.
Except as set forth in this statement, to the best knowledge of the
undersigned, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) among the Reporting Persons and between
such persons and any person with respect to any securities of the Issuer,
including but not limited to transfer or loaning of any of the securities of
the Issuer, finder's fees, joint ventures, loan or option arrangements, puts
or calls, guarantees of profits, division of profits or loss, or the giving
or withholding of proxies, or a pledge or contingency the occurrence of which
would give another person voting power over the securities of the Issuer.
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CUSIP NO. __ Page 44 of 50
<PAGE>
Item 7. Material to be filed as Exhibits.
INDEX OF EXHIBITS
Number Description
Exhibit 1 Joint Filing Agreement and Power of Attorney
dated as of January 8, 1999, among the Reporting
Persons relating to the filing of a joint statement
on Schedule 13D.
Exhibit 2 Second Amended and Restated Agreement of Limited
Partnership of the Issuer, incorporated by reference
to Exhibit 3.1 to the Registration Statement of the
Issuer on Form S-4/A, dated October 10, 1998.
Exhibit 3 Contribution Agreement dated as of April 16, 1998 by
and among Host Marriott Corporation, the Issuer and
the Contributors (as defined therein), incorporated
by reference to Exhibit 10.18 to the Registration
Statement of the Issuer on Form S-4/A dated
October 10, 1998.
Exhibit 4 Amendment #1 to Contribution Agreement, dated May 8,
1998,incorporated by reference to Exhibit 10.19 to
the Registration Statement of the Issuer on Form
S-4/A dated October 10, 1998.
Exhibit 5 Amendment #2 to Contribution Agreement, dated May
18, 1998, incorporated by reference to Exhibit 10.20
to the Registration Statement of the Issuer on Form\
S-4/A dated October 10, 1998.
Exhibit 6 Closing Agreement, dated as of December 30, 1998,
between Host Marriott Corporation, the Issuer and the
Contributors (as defined therein).
-44-
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CUSIP NO. __ Page 45 of 50
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of his or its
knowledge and belief, each of the undersigned certifies that the information
set forth in this statement is true, complete and correct.
Dated: January 8, 1999
BLACKSTONE REAL ESTATE PARTNERS I L.P.
BLACKSTONE REAL ESTATE PARTNERS TWO L.P.
BLACKSTONE REAL ESTATE PARTNERS THREE L.P.
BLACKSTONE REAL ESTATE PARTNERS IV L.P.
BLACKSTONE RE CAPITAL PARTNERS L.P.
BLACKSTONE RE CAPITAL PARTNERS II L.P.
BLACKSTONE RE OFFSHORE CAPITAL PARTNERS L.P.
By: Blackstone Real Estate Associates L.P.,
general partner
By: BREA L.L.C., general partner
By:\s\ Stephen A. Schwarzman
Name: Stephen A. Schwarzman
Title: Member
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CUSIP NO. __ Page 46 of 50
<PAGE>
BLACKSTONE REAL ESTATE PARTNERS II L.P.
BLACKSTONE REAL ESTATE PARTNERS II.TE.1 L.P.
BLACKSTONE REAL ESTATE PARTNERS II.TE.2 L.P.
BLACKSTONE REAL ESTATE PARTNERS II.TE.3 L.P.
BLACKSTONE REAL ESTATE PARTNERS II.TE.4 L.P.
BLACKSTONE REAL ESTATE PARTNERS II.TE.5 L.P.
By: Blackstone Real Estate
Associates II L.P., general partner
By: Blackstone Real Estate
Management Associates II L.P.,
general partner
By: BREA II L.L.C.,general
partner
By:\s\ Stephen A. Schwarzman
Name: Stephen A. Schwarzman
Title: Member
BLACKSTONE REAL ESTATE HOLDINGS II L.P.
By: Blackstone Real Estate
Management Associates II L.P.,
general partner
By: BREA II L.L.C.,general partner
By:Stephen A. schwarzman
Name: Stephen Schwarzman
Title: Member
BLACKSTONE REAL ESTATE HOLDINGS L.P.
By: BREA L.L.C.,general partner
By:Stephen A. Schwarzman
Name:Stephen a. schwarzman
Title:Member
-46-
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CUSIP NO. __ Page 47 of 50
<PAGE>
CR/RE L.L.C.
By:\s\ John Ceriale
Name:John Ceriale
Title:Member
BRE LOGAN HOTEL INC.
By:\s\ William J. Stein
Name:William J. Stein
Title:Vice President
BRE/CAMBRIDGE L.L.C.
By:\s\ William J. Stein
Name:William J. Stein
Title:Vice President
BLACKSTONE REAL ESTATE ASSOCIATES L.P.
By: BREA L.L.C., general partner
By:\s\Stephen A. Schwarzman
Name: Stephen A. Schwarzman
Title: Member
-47-
<PAGE>
CUSIP NO. __ Page 48 of 50
<PAGE>
BLACKSTONE REAL ESTATE ASSOCIATES II L.P.
By: Blackstone Real Estate Management
Associates II L.P., general partner
By: BREA II L.L.C.,general partner
By:Stephen A. Schwarzman
Name:Stephen A. Schwarzman
Title:Member
BLACKSTONE REAL ESTATE MANAGEMENT
ASSOCIATES II L.P.
By: BREA II L.L.C.,general partner
By:Stephen A. Schwarzman
Name:Stephen A. Schwarzman
Title:Member
BREA L.L.C.
By:Stephen A. Schwarzman
Name: Stephen A. Schwarzman
Title: Member
BREA II L.L.C.
By:Stephen A. Schwarzman
Name: Stephen A. Schwarzman
Title: Member
\s\ Peter G. Peterson
Peter G. Peterson
-48-
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CUSIP NO. __ Page 49 of 50
<PAGE>
\s\ Stephen A. Schwarzman
Stephen A. Schwarzman
\s\ John G. Schreiber
John G. Schreiber
RTZ MANAGEMENT CORP.
By:William J. Stein
Name:William J. Stein
Title:Vice President
BRE/CERIALE L.L.C.
By:William J. Stein
Name:William J. Stein
Title:Vice President
-49
<PAGE>
CUSIP NO. __ Page 50 of 50
<PAGE>
INDEX OF EXHIBITS
Number Description
Exhibit 1 Joint Filing Agreement and Power of Attorney dated as of January
8, 1999, among the Reporting Persons relating to the filing of a
joint statement on Schedule 13D.
Exhibit 2 Second Amended and Restated Agreement of Limited Partnership of
the Issuer, incorporated by reference to Exhibit 3.1 to the
Registration Statement of the Issuer on Form S-4/A, dated October
10, 1998.
Exhibit 3 Contribution Agreement dated as of April 16, 1998 by and among
Host Marriott Corporation, the Issuer and the Contributors (as
defined therein), incorporated by reference to Exhibit 10.18 to
the Registration Statement of the Issuer on Form S-4/A dated
October 10, 1998.
Exhibit 4 Amendment #1 to Contribution Agreement, dated May 8, 1998,
incorporated by reference to Exhibit 10.19 to the Registration
Statement of the Issuer on Form S-4/A dated October 10, 1998.
Exhibit 5 Amendment #2 to Contribution Agreement, dated May 18, 1998,
incorporated by reference to Exhibit 10.20 to the Registration
Statement of the Issuer on Form S-4/A dated October 10, 1998.
Exhibit 6 Closing Agreement, dated as of December 30, 1998, between Host
Marriott Corporation, the Issuer and the Contributors (as defined
therein).
-50
Exhibit 1 to
Schedule 13D
------------
JOINT FILING AGREEMENT AND POWER OF ATTORNEY
--------------------------------------------
We, the signatories of the statement on Schedule 13D to which this
Agreement is attached, hereby agree that such statement is, and any
amendments thereto filed by any of us will be, filed on behalf of each of us.
Each of us hereby constitutes and appoints each of Peter G. Peterson, Stephen
A. Schwarzman, Gary M. Sumers and Thomas J. Saylak as our true and lawful
agent and attorney-in-fact, with full power of substitution and
resubstitution, to prepare, execute and file any such amendments, and any
other documents which any such attorney-in-fact may consider advisable in
connection with the transactions described in this statement on Schedule 13D,
on our behalf, and hereby ratifies any such action by such agent and
attorney-in-fact.
Dated as of
January 8, 1999
BLACKSTONE REAL ESTATE PARTNERS I L.P.
BLACKSTONE REAL ESTATE PARTNERS TWO L.P.
BLACKSTONE REAL ESTATE PARTNERS THREE L.P.
BLACKSTONE REAL ESTATE PARTNERS IV L.P.
BLACKSTONE RE CAPITAL PARTNERS L.P.
BLACKSTONE RE CAPITAL PARTNERS II L.P.
BLACKSTONE RE OFFSHORE CAPITAL PARTNERS L.P.
By: Blackstone Real Estate Associates L.P.,
general partner
By: BREA L.L.C., general partner
By:\s\ Stephen A. Schwarzman
-------------------------------
Name: Stephan A. Schwarzman
Title: Member
<PAGE>
<PAGE>
BLACKSTONE REAL ESTATE PARTNERS II L.P.
BLACKSTONE REAL ESTATE PARTNERS II.TE.1 L.P.
BLACKSTONE REAL ESTATE PARTNERS II.TE.2 L.P.
BLACKSTONE REAL ESTATE PARTNERS II.TE.3 L.P.
BLACKSTONE REAL ESTATE PARTNERS II.TE.4 L.P.
BLACKSTONE REAL ESTATE PARTNERS II.TE.5 L.P.
By: Blackstone Real Estate
Associates II L.P., general partner
By: Blackstone Real Estate
Management Associates II L.P.,
general partner
By: BREA II L.L.C., general partner
By:\s\ Stephan A. Schwarzman
-------------------------------
Name: Stephan A. Schwarzman
Title: Member
BLACKSTONE REAL ESTATE HOLDINGS II L.P.
By: Blackstone Real Estate
Management Associates II L.P.,
general partner
By: BREA II L.L.C., general partner
By:\s\ Stephen A. Schwarzman
-------------------------------
Name: Stephen A. Schwarzman
Title: Member
BLACKSTONE REAL ESTATE HOLDINGS L.P.
By: BREA L.L.C., general partner
By:\s\ Stephen A. Schwarzman
-------------------------------
Name: Stephen A. Schwarzman
Title: Member
<PAGE>
<PAGE>
CR/RE L.L.C.
By:\s\ John Ceriale
-------------------------------
Name: John Ceriale
Title: Member
BRE LOGAN HOTEL INC.
By: \s\ William J. Stein
-------------------------------
Name: William J. Stein
Title: Vice President
BRE/CAMBRIDGE L.L.C.
By: \s\ William J. Stein
-------------------------------
Name: William J. Stein
Title: Vice President
BLACKSTONE REAL ESTATE ASSOCIATES L.P.
By: BREA L.L.C., general partner
By: \s\ Stephen A. Schwarzman
-------------------------------
Name: Stephen A. Schwarzman
Title: Member
BLACKSTONE REAL ESTATE ASSOCIATES II L.P.
By: Blackstone Real Estate Management
Associates II L.P., general partner
By: BREA II L.L.C.,general partner
By:\s\ Stephen A. Schwarzman
------------------------------
Name: Stephen A. Schwarzman
Title: Member
<PAGE>
<PAGE>
BLACKSTONE REAL ESTATE MANAGEMENT
ASSOCIATES II L.P.
By: BREA II L.L.C., general partner
By: \s\ Stephen A. Schwarzman
------------------------------
Name: Stephen A. Schwarzman
Title: Member
BREA L.L.C.
By: \s\ Stephen A. Schwarzman
----------------------------------
Name: Stephen A. Schwarzman
Title: Member
BREA II L.L.C.
By: \s\ Stephen A. Schwarzman
------------------------------------
Name: Stephen A. Schwarzman
Title: Member
\s\ Peter G. Peterson
- ----------------------------------------
Peter G. Peterson
\s\ Stephen A. Schwarzman
- ----------------------------------------
Stephen A. Schwarzman
\s\ John G. Schreiber
- ----------------------------------------
John G. Schreiber
<PAGE>
<PAGE>
RTZ MANAGEMENT CORP.
By:\s\ William J. Stein
-------------------------
Name: William J. Stein
Title: Vice President
BRE/CERIALE L.L.C.
By:\s\ William J. Stein
------------------------
Name: William J. Stein
Title: Vice President
-6-
Exhibit 6 to
Schedule 13D
CLOSING AGREEMENT
CLOSING AGREEMENT (the "Agreement"), dated as of December 30, 1998
between HOST MARRIOTT CORPORATION, a Maryland corporation ("HMC") (as
successor by merger to Host Marriott Corporation, a Delaware
corporation), HOST MARRIOTT, L.P. (the "Operating Partnership") and the
CONTRIBUTORS (as defined below).
Preliminary Statement
A. HMC, the Operating Partnership and the contributors named
therein (collectively, the "Contributors")have entered into that certain
Contribution Agreement dated as of April 16, 1998 (as the same has been
amended from time to time, the "Contribution Agreement"). Capitalized
terms used herein without definition shall have the respective meanings
set forth in the Contribution Agreement.
B. The Closing under the Contribution Agreement is occurring
on the date of this Agreement.
C. HMC, the Operating Partnership and Contributors desire to
set forth their agreement with respect to the adjustments to the Exchange
Amount under the Contribution Agreement and certain other matters to
occur on or after the date of this Agreement.
Agreement
Accordingly, the parties hereto agree as follows:
1. Exchange Amount. The Exchange Amount, payable by HMC
Parties pursuant to Section 2.1 of the Contribution Agreement, after
application of all adjustments and credits set forth in the Contribution
Agreement, is $1,741,731,329. The Adjustments to the Exchange Amount
have been calculated by HMC Parties and Contributors as set forth on the
Closing Statement attached to this Agreement as Exhibit A (the "Closing
Statement").
2. Adjustments and Credits. (a) The Adjustments set forth
on the Closing Statement shall be subject to a final calculation in
accordance with Section 12.6 of the Contribution Agreement.
(b) The Contributors agree that the 1998 real estate tax
prorations set forth in the Closing Statement with respect to Swissotel
Atlanta, Four Seasons Atlanta and Grand Hyatt Atlanta are based on the
tax bills computed using the 1997 assessed values and 1997 tax rates.
Notwithstanding anything to the contrary contained in the Contribution
Agreement, within 10 business days of the delivery by the Operating
Partnership to the Contributors of any supplemental, revised or final
1998 tax bills with respect to those properties that results in
additional 1998 taxes being due, the relevant Contributors shall pay to
1
<PAGE>
<PAGE>
the Operating Partnership the amount of such taxes (including any
interest and penalties thereon, but excluding interest and penalties
which would have not accrued had the Operating Partnership promptly given
the relevant Contributors copies of any supplemental, revised or final
1998 tax bills received after the Closing) and the Operating Partnership
shall pay such amount directly to the applicable taxing authorities. HMC
and the Operating Partnership shall promptly provide copies of all tax
bills and/or correspondence received by them or their affiliates after
the Closing relating to 1998 real estate taxes. Any refunds received by
HMC, the Operating Partnership or any affiliate of HMC and/or the
Operating Partnership with respect to 1998 taxes shall belong solely to
the relevant Contributors and shall be promptly paid to such Contributors
upon receipt.
3. Designations by Contributors; Delivery of Crestline
Shares and OP Units. (a) Contributors hereby designate the Persons set
forth on Schedule 7 to the Closing Statement to receive the Units and
SLSC common stock to be issued or payable by the HMC Parties at Closing.
(b) In order to effect the delivery of the SLSC common stock
due at the Closing, the Operating Partnership has delivered to Crestline
Capital Corporation (for re-delivery to The Bank of New York, as transfer
agent), stock certificate no. 5 covering a total of 1,400,000 shares of
Crestline Capital Corporation common stock and an irrevocable stock power
with respect thereto, thereby transferring such common stock to the
designees set forth on Schedule 7.
(c) The Contributors acknowledge that the Operating
Partnership is delivering 43,871,163 OP Units due at the Closing by
executing and delivering the Second Amended and Restated Agreement of
Limited Partnership of Host Marriott, L.P. dated as of December 30, 1998
(the "OP Agreement"). Upon determination of the number of additional OP
Units due under Section 2.1(b)(iii) of the Contribution Agreement, the
Operating Partnership shall execute and deliver an amendment to the OP
Agreement evidencing the issuance to the Persons designated on Schedule 7
attached to the Closing Statement of such additional OP Units.
4. Wiring Instructions. The Cash Amount and portion of the
Non-SLSC Amount to be paid to the Contributors at Closing in the
aggregate amount of $114,981,670 as shown on the Closing Statement shall
be made by wire transfer of immediately available funds to the wiring
instructions set forth on Schedule 8 to the Closing Statement. Execution
and delivery of this Agreement by the Contributors shall constitute an
acknowledgment of the receipt of such funds.
5. Swissotel 1% Interest. Pursuant to Section 2 of the
Second Amendment to the Contribution Agreement dated as of May 18, 1998,
the Swissotel Conversion has been made and the Swissotel Consent has been
obtained. Therefore, among other things, only 99% of the membership
interests in BRE/Swiss L.L.C. are being contributed by the Contributors
pursuant to the Contribution Agreement and the Exchange Amount has been
reduced in accordance with such Second Amendment to reflect the 1%
membership interest as shown on the Closing Statement. Such 1%
2
<PAGE>
<PAGE>
membership interest is being conveyed directly to the Operating
Partnership by Swissotel Holding, Inc. for a cash purchase price pursuant
to a separate agreement.
6. Exchange Amount Allocation. Pursuant to Section 2.1(e) of
the Contribution Agreement, the Exchange Amount has been allocated among
the Property as set forth on Schedule 2.1(e) to the Contribution
Agreement. The parties hereto further agree that the Exchange Amount
shall be further allocated to the interests in Land, Improvements,
Personal Property, Mortgage Loans and Management Interest by amending
Schedule 2.1(e) by deleting it in its entirety and substituting in its
place Schedule 2.1(e) attached hereto. The Cash Amount, Units and other
consideration payable pursuant to the Contribution Agreement shall be
allocated among the Contributors as set forth on Schedule 7 to the
Closing Statement. The Cash Amount and a portion of the Non-SLSC Amount
to be received by the Contributors at Closing shall be first allocated to
capital expenditures that qualify as "pre-formation expenditures" as set
forth in Regulation 1.707-4(d) promulgated under the Code. Contributors
and the Operating Partnership agree to file all federal, state and local
tax returns consistent with the allocations set forth in this Paragraph.
7. RTZ Holdings and BRE/Ritz Boston, LLC Assignments. (a)
Pursuant to that certain Letter Agreement dated as of December 22, 1998
among Operating Partnership, HMC and the Contributors, RTZ Holdings Inc.
("RTZ") was designated as a Contributor under the Contribution Agreement.
RTZ is hereby removed as a Contributor under the Contribution Agreement.
In addition to the contributions set forth in the Contribution Agreement,
the parties hereto acknowledge and agree that RTZ Management Corp. shall
contribute to SLCS all of its right, title and interest in the common
stock of RTZ, and, in connection therewith, shall execute and deliver a
stock purchase agreement and stock power at the Closing, in forms to be
agreed upon.
(b) In addition to the other transactions under the
Contribution Agreement, BRE/Ritz Boston, LLC ("BRE/Ritz") shall execute
and deliver to HMC Ritz Management LLC at Closing that certain Assignment
and Assumption of Option Agreement dated as of the date hereof between
BRE/Ritz and HMC RTZ Management LLC.
8. Amendment of Schedules. Schedule 4.9(b) to the
Contribution Agreement is hereby deleted and replaced with Schedule
4.9(b) attached hereto.
9. Amendment to Contribution Agreement Provisions. (a)
Section 13.13(c) to the Contribution Agreement is hereby amended by
deleting the following parenthetical clause in its entirety both times
such clause appears in said subsection: "(to the extent such restrictions
are identified on Schedule 4.9(a))" and replacing it with the following
parenthetical: "(including, without limitation, restrictions contained in
an agreement, document or plan identified on Schedule 4.9(b))".
(b) Section 13.13(c) to the Contribution Agreement is hereby
amended by deleting the following parenthetical clause in its entirety:
3
<PAGE>
<PAGE>
"(provided that this provision shall not be deemed to be violated by
reason of acquisitions of up to a cumulative total (for all Contributors)
of 500,000 Voting Securities of all HMC Parties in excess of the
preceding limits)" and substituting therefor the following parenthetical
in its place: "(provided that this provision shall not be deemed to be
violated by reason of acquisitions of up to a cumulative total (for all
Contributors) of 500,000 Voting Securities of all HMC Parties in excess
of the preceding limits so long as, but only so long as, such
acquisitions are made in compliance with clause (ii) below)".
10. Transfer Tax Filings and Payments. (a) Pursuant to a
Closing Instruction Letter with Commonwealth Title Insurance Company,
$2,530,053 is being delivered to Commonwealth Title Insurance Company
with instructions to pay the state and local transfer and sales taxes due
with respect to Closing in the jurisdictions of Georgia, Pennsylvania,
Virginia, Massachusetts and California (or the political subdivisions
thereof).
(b) As set forth on Schedule 6 to the Closing Statement, the
Contributors have received a credit in the amount of $2,549,682 on
account of New York City Real Property Transfer Taxes and New York State
Real Estate Transfer Taxes. Promptly after the Closing, the BREP II
Partnerships (as defined in the Second Amendment to Contribution
Agreement) will cause Blackstone Real Estate Associates L.P. to pay (I)
to the New York City Department of Finance, $4,489,230.59 on account of
New York City Real Property Transfer Tax and (ii) to the New York State
Department of Taxation and Finance, $684,073.23 on account of New York
State Real Estate Transfer Tax, each due in connection with the Closing.
The Operating Partnership acknowledges that the credit received by the
Contributors on account of the New York transfer taxes is $36,969 less
than one-half of the transfer taxes due and the Contributors will
therefore receive a credit in the amount of $36,969 for such amount in
connection with the final calculation of the Adjustments, unless
otherwise agreed between the parties.
(c) In accordance with Section 5.2 of the Contribution
Agreement, the applicable Contributors and the Operating Partnership
shall remain responsible and shall promptly pay one-half of any
additional real estate transfer and recordation taxes and personal
property sales and use taxes, and any interest or penalties thereon, in
each case payable with respect to the transactions consummated at the
Closing under the Closing Agreement.
11. Swiss Hotel New York Letter of Credit. Reference is
hereby made to that certain Letter of Credit Agreement dated as of
December 31, 1997 (the "LC Agreement") between BRE/Swiss L.L.C. ("BRE")
and New York Trades Council & Hotel Associates of New York City Pension
Fund (the "Fund"), pursuant to which BRE delivered to the Fund a letter
of credit, L/C No. P-275612, issued by The Chase Manhattan Bank in the
amount of $415,012.30 (the "BRE LC"). HMC and the Operating Partnership
acknowledge that they have received from NationsBank a letter of credit
in the amount of $415,012.30 (the "Host LC") for the benefit of the Fund.
HMC and the Operating Partnership agree that, within 15 days of the date
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hereof, they shall (i) deliver the Host LC to the Fund under the Letter
of Credit Agreement in substitution for the BRE LC, (ii) accept
possession of the BRE LC from the Fund, and (iii) deliver the BRE LC to
Blackstone Real Estate Advisors L.P. ("Blackstone"). HMC and the
Operating Partnership further agree that they shall promptly reimburse
Blackstone for all costs and expenses (including reimbursement
obligations) Blackstone may incur as a result of a drawing under the BRE
LC until such time as the BRE LC is returned to Blackstone.
12. FF&E Reserves. Pursuant to Section 12.1(b) of the
Contribution Agreement, the Operating Partnership shall be entitled to
retain the amount of all FF&E Reserves at Closing without any adjustment
to the Exchange Amount. The relevant Contributors shall, following the
Closing, execute such instruments as the Operating Partnership shall
reasonably request to confirm that as of the Closing the Contributors
have no further interest in the FF&E Reserves, provided that such
instruments do not create any additional cost or liability to the
Contributors that is not paid by the Operating Partnership.
13. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York applicable
to contracts made and to be performed entirely within such State.
14. Headings. The headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning
or interpretation of this Agreement.
15. Counterparts. This Agreement may be executed in any
number of counterparts, each of which may be an original or telecopy, and
all of which together shall constitute a single document. It shall not
be necessary that any counterpart be signed by all of the parties hereto.
16. Amendments. This Agreement may be amended, supplemented
or modified only by a writing signed by all of the parties hereto.
17. Survival of Obligations. Notwithstanding anything to the
contrary contained in the Contribution Agreement, the obligations of the
parties under this Agreement shall survive the Closing.
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IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date and year first above written.
BRE/BURTON WAY L.L.C.
By: /s/ William J. Stein
____________________________
William J. Stein
Vice President
BRE/LAFAYETTE INC.
By: /s/ William J. Stein
____________________________
William J. Stein
Vice President
BRE/SWISS MANAGEMENT L.L.C.
By: /s/ William J. Stein
____________________________
William J. Stein
Vice President
BRE/HT L.L.C.
By: /s/ William J. Stein
____________________________
William J. Stein
Vice President
BRE/CAMBRIDGE L.L.C.
By: /s/ William J. Stein
____________________________
William J. Stein
Vice President
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BRE/RESTON L.L.C.
By: /s/ William J. Stein
____________________________
William J. Stein
Vice President
BRE/GRAND L.L.C.
By: /s/ William J. Stein
____________________________
William J. Stein
Vice President
BRE/AMELIA PARTNERS L.P.
By: BRE/Amelia L.L.C., general partner
By: /s/ William J. Stein
_______________________
William J. Stein
Vice President
BRE/AMELIA L.L.C.
By: /s/ William J. Stein
____________________________
William J. Stein
Vice President
OLS HOTEL PARTNERS L.P.
By: BRE/Logan Hotel Inc.
By: /s/ William J. Stein
_______________________
William J. Stein
Vice President
RTZ MANAGEMENT CORP.
By: /s/ William J. Stein
____________________________
William J. Stein
Vice President
BRE/RITZ BOSTON, LLC
By: /s/ William J. Stein
____________________________
William J. Stein
Vice President
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BRE/BURLINGAME II L.L.C.
By: /s/ William J. Stein
____________________________
William J. Stein
Vice President
BLACKSTONE REAL ESTATE PARTNERS I L.P.
By: Blackstone Real Estate Associates L.P.
By: BREA L.L.C.
By: /s/ William J. Stein
______________________
William J. Stein
Vice President
BLACKSTONE REAL ESTATE PARTNERS TWO L.P.
By: Blackstone Real Estate Associates L.P.
By: BREA L.L.C.
By: /s/ William J. Stein
______________________
William J. Stein
Vice President
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BLACKSTONE REAL ESTATE PARTNERS THREE L.P.
By: Blackstone Real Estate Associates L.P.
By: BREA L.L.C.
By: /s/ William J. Stein
______________________
William J. Stein
Vice President
BLACKSTONE REAL ESTATE PARTNERS IV L.P.
By: Blackstone Real Estate Associates L.P.
By: BREA L.L.C.
By: /s/ William J. Stein
______________________
William J. Stein
Vice President
BLACKSTONE RE CAPITAL PARTNERS L.P.
By: Blackstone Real Estate Associates L.P.
By: BREA L.L.C.
By: /s/ William J. Stein
______________________
William J. Stein
Vice President
BLACKSTONE RE CAPITAL PARTNERS II L.P.
By: Blackstone Real Estate Associates L.P.
By: BREA L.L.C.
By: /s/ William J. Stein
______________________
William J. Stein
Vice President
BLACKSTONE RE OFFSHORE CAPITAL PARTNERS L.P.
By: Blackstone Real Estate Associates L.P.
By: BREA L.L.C.
By: /s/ William J. Stein
______________________
William J. Stein
Vice President
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BLACKSTONE REAL ESTATE HOLDINGS L.P.
By: BREA L.L.C.
By: /s/ William J. Stein
______________________
William J. Stein
Vice President
BLACKSTONE REAL ESTATE PARTNERS II L.P.
By: Blackstone Real Estate Associates II L.P.
By: Blackstone Real Estate Management
Associates II L.P.
By: BREA II L.L.C.
By: /s/ William J. Stein
______________________
William J. Stein
Vice President
BLACKSTONE REAL ESTATE PARTNERS II.TE.1 L.P.
By: Blackstone Real Estate Associates II L.P.
By: Blackstone Real Estate Management
Associates II L.P.
By: BREA II L.L.C.
By: /s/ William J. Stein
______________________
William J. Stein
Vice President
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BLACKSTONE REAL ESTATE PARTNERS II.TE.2 L.P.
By: Blackstone Real Estate Associates II L.P.
By: Blackstone Real Estate Management
Associates II L.P.
By: BREA II L.L.C.
By: /s/ William J. Stein
______________________
William J. Stein
Vice President
BLACKSTONE REAL ESTATE PARTNERS II.TE.3
L.P.
By: Blackstone Real Estate Associates II L.P.
By: Blackstone Real Estate Management
Associates II L.P.
By: BREA II L.L.C.
By: /s/ William J. Stein
______________________
William J. Stein
Vice President
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BLACKSTONE REAL ESTATE PARTNERS II.TE.4
L.P.
By: Blackstone Real Estate Associates II L.P.
By: Blackstone Real Estate Management
Associates II L.P.
By: BREA II L.L.C.
By: /s/ William J. Stein
______________________
William J. Stein
Vice President
BLACKSTONE REAL ESTATE HOLDINGS II L.P.
By: Blackstone Real Estate Management
Associates II L.P.
By: BREA II L.L.C.
By: /s/ William J. Stein
______________________
William J. Stein
Vice President
RTZ HOLDINGS INC.
By: /s/ William J. Stein
_____________________
William J. Stein
Vice President
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HT-BURLINGAME LIMITED PARTNERSHIP
By: HT-Burlingame, Inc.
By: /s/ Peter Connolly
_______________________
Name: Peter Connolly
Title: Vice President
H-OP, LLC
By: /s/ Peter Connolly
_______________________
Name: Peter Connolly
Title: Vice President
HE-HM, LLC
By: /s/ Peter Connolly
_______________________
Name: Peter Connolly
Title: Vice President
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HOST MARRIOTT CORPORATION
By: /s/ James Risoleo
_______________________
Name: James Risoleo
Title: Authorized Signatory
HOST MARRIOTT, L.P.
By: Host Marriott Corporation
By: /s/ James Risoleo
_______________________
Name: James Risoleo
Title: Authorized Signatory
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Indemnification with respect to Lender Releases. HMC, the Operating
Partnership and the Contributors acknowledge that, as of the Closing, HMC
and the Operating Partnership had not obtained releases (the "Required
Releases") from the lenders of the Third Party Loans for the Four Seasons
Philadelphia hotel (the "Specified Third Party Loans") as required
pursuant to Section 7.2(h) of the Contribution Agreement. In accordance
with Section 7.2(h) of the Contribution Agreement, the Operating
Partnership hereby agrees that it shall indemnify and hold harmless the
Contributors and their affiliates, partners, members, officers, directors
and employees (the "Indemnitees") from any and all liability, loss, cost
and expense (including reasonable attorneys fees) that the Indemnitees
may incur in connection with the Specified Third Party Loans from and
after the date hereof until such time as the required releases are
obtained.
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