UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Host Marriott Corporation
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
44107P104
(CUSIP Number)
Thomas J. Saylak
Blackstone Real Estate Associates L.P.
345 Park Avenue, 31st Floor
New York, New York 10154
(212) 935-2626
With a copy to:
Gregory Ressa, Esq.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
(212) 455-2000
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
May 3, 1999
(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 schedule because of Sections 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box: [ ]
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See
Section 240.13d-7(b) for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
persons initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
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The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
Page 2 of 40
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(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
(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
:
: 13,315,506
: (8) SHARED VOTING POWER
:
NUMBER OF UNITS BENE- : 468,470
FICIALLY OWNED BY EACH : (9) SOLE DISPOSITIVE POWER
REPORTING PERSON WITH :
: 13,315,506
: (10) SHARED DISPOSITIVE POWER
:
: 468,470
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
13,783,976
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
/ /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.1%
(14) TYPE OF REPORTING PERSON
PN
Page 3 of 40
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(1) NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Blackstone Real Estate Holdings 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
(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
:
: 3,737,981
: (8) SHARED VOTING POWER
:
NUMBER OF UNITS BENE- : 468,470
FICIALLY OWNED BY EACH : (9) SOLE DISPOSITIVE POWER
REPORTING PERSON WITH :
: 3,737,981
: (10) SHARED DISPOSITIVE POWER
:
: 468,470
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
4,206,451
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
/ /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.6%
(14) TYPE OF REPORTING PERSON
PN
Page 4 of 40
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(1) NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Blackstone Real Estate Partners II.TE.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
(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
:
: 11,204,854
: (8) SHARED VOTING POWER
:
NUMBER OF UNITS BENE- : 468,470
FICIALLY OWNED BY EACH : (9) SOLE DISPOSITIVE POWER
REPORTING PERSON WITH :
: 11,204,854
: (10) SHARED DISPOSITIVE POWER
:
: 468,470
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
11,673,324
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
/ /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
4.3%
(14) TYPE OF REPORTING PERSON
PN
Page 5 of 40
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(1) NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Blackstone Real Estate Partners II.TE.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
(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
:
: 484,448
: (8) SHARED VOTING POWER
:
NUMBER OF UNITS BENE- : 468,470
FICIALLY OWNED BY EACH : (9) SOLE DISPOSITIVE POWER
REPORTING PERSON WITH :
: 484,448
: (10) SHARED DISPOSITIVE POWER
:
: 468,470
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
952,918
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
/ /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.4%
(14) TYPE OF REPORTING PERSON
PN
Page 6 of 40
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(1) NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Blackstone Real Estate Partners II.TE.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
(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
:
: 2,303,484
: (8) SHARED VOTING POWER
:
NUMBER OF UNITS BENE- : 468,470
FICIALLY OWNED BY EACH : (9) SOLE DISPOSITIVE POWER
REPORTING PERSON WITH :
: 2,303,484
: (10) SHARED DISPOSITIVE POWER
:
: 468,470
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,771,954
(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
Page 7 of 40
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(1) NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Blackstone Real Estate Partners II.TE.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
(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
:
: 468,555
: (8) SHARED VOTING POWER
:
NUMBER OF UNITS BENE- : 468,470
FICIALLY OWNED BY EACH : (9) SOLE DISPOSITIVE POWER
REPORTING PERSON WITH :
: 468,555
: (10) SHARED DISPOSITIVE POWER
:
: 468,470
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
937,025
(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
Page 8 of 40
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<PAGE>
(1) NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Blackstone Real Estate Partners II.TE.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
(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
:
: 985,554
: (8) SHARED VOTING POWER
:
NUMBER OF UNITS BENE- : 468,470
FICIALLY OWNED BY EACH : (9) SOLE DISPOSITIVE POWER
REPORTING PERSON WITH :
: 985,554
: (10) SHARED DISPOSITIVE POWER
:
: 468,470
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,454,024
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
/ /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.5%
(14) TYPE OF REPORTING PERSON
PN
Page 9 of 40
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<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
(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
:
: 4,356,783
: (8) SHARED VOTING POWER
:
NUMBER OF UNITS BENE- : 731,495
FICIALLY OWNED BY EACH : (9) SOLE DISPOSITIVE POWER
REPORTING PERSON WITH :
: 4,356,783
: (10) SHARED DISPOSITIVE POWER
:
: 731,495
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
5,088,278
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
/ /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.9%
(14) TYPE OF REPORTING PERSON
PN
Page 10 of 40
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<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
(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
:
: 285,679
: (8) SHARED VOTING POWER
:
NUMBER OF UNITS BENE- : 731,495
FICIALLY OWNED BY EACH : (9) SOLE DISPOSITIVE POWER
REPORTING PERSON WITH :
: 285,679
: (10) SHARED DISPOSITIVE POWER
:
: 731,495
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,017,174
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
/ /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.4%
(14) TYPE OF REPORTING PERSON
PN
Page 11 of 40
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<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
(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
:
: 2,771,544
: (8) SHARED VOTING POWER
:
NUMBER OF UNITS BENE- : 731,495
FICIALLY OWNED BY EACH : (9) SOLE DISPOSITIVE POWER
REPORTING PERSON WITH :
: 2,771,544
: (10) SHARED DISPOSITIVE POWER
:
: 731,495
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
3,503,039
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
/ /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.3%
(14) TYPE OF REPORTING PERSON
PN
Page 12 of 40
<PAGE>
<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
(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
:
: 87,134
: (8) SHARED VOTING POWER
:
NUMBER OF UNITS BENE- : 731,495
FICIALLY OWNED BY EACH : (9) SOLE DISPOSITIVE POWER
REPORTING PERSON WITH :
: 87,134
: (10) SHARED DISPOSITIVE POWER
:
: 731,495
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
818,629
(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
Page 13 of 40
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<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
(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
:
: 454,392
: (8) SHARED VOTING POWER
:
NUMBER OF UNITS BENE- : 731,495
FICIALLY OWNED BY EACH : (9) SOLE DISPOSITIVE POWER
REPORTING PERSON WITH :
: 454,392
: (10) SHARED DISPOSITIVE POWER
:
: 731,495
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,185,887
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
/ /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.4%
(14) TYPE OF REPORTING PERSON
PN
Page 14 of 40
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<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
(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
:
: 49,873
: (8) SHARED VOTING POWER
:
NUMBER OF UNITS BENE- : 731,495
FICIALLY OWNED BY EACH : (9) SOLE DISPOSITIVE POWER
REPORTING PERSON WITH :
: 49,873
: (10) SHARED DISPOSITIVE POWER
:
: 731,495
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
781,368
(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
Page 15 of 40
<PAGE>
<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
(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
:
: 87,732
: (8) SHARED VOTING POWER
:
NUMBER OF UNITS BENE- : 731,495
FICIALLY OWNED BY EACH : (9) SOLE DISPOSITIVE POWER
REPORTING PERSON WITH :
: 87,732
: (10) SHARED DISPOSITIVE POWER
:
: 731,495
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
819,227
(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
Page 16 of 40
<PAGE>
<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
(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
:
: 2,394,697
: (8) SHARED VOTING POWER
:
NUMBER OF UNITS BENE- : 731,495
FICIALLY OWNED BY EACH : (9) SOLE DISPOSITIVE POWER
REPORTING PERSON WITH :
: 2,394,697
: (10) SHARED DISPOSITIVE POWER
:
: 731,495
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
3,126,192
(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
Page 17 of 40<PAGE>
<PAGE>
(1) NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
CR/RE 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
(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
:
: 27,078
: (8) SHARED VOTING POWER
:
NUMBER OF UNITS BENE- : 468,470
FICIALLY OWNED BY EACH : (9) SOLE DISPOSITIVE POWER
REPORTING PERSON WITH :
: 27,078
: (10) SHARED DISPOSITIVE POWER
:
: 468,470
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
495,548
(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
OO
Page 18 of 40
<PAGE>
<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
(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
:
: 31,957
: (8) SHARED VOTING POWER
:
NUMBER OF UNITS BENE- : None
FICIALLY OWNED BY EACH : (9) SOLE DISPOSITIVE POWER
REPORTING PERSON WITH :
: 31,957
: (10) SHARED DISPOSITIVE POWER
:
: None
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
31,957
(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
Page 19 of 40
<PAGE>
<PAGE>
(1) NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
BRE/Cambridge L.L.C
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
(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
:
: 263,025
: (8) SHARED VOTING POWER
:
NUMBER OF UNITS BENE- : None
FICIALLY OWNED BY EACH : (9) SOLE DISPOSITIVE POWER
REPORTING PERSON WITH :
: 263,025
: (10) SHARED DISPOSITIVE POWER
:
: None
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
263,025
(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
OO
Page 20 of 40
<PAGE>
<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
(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
OO
Page 21 of 40
<PAGE>
<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
(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
:
: 14
: (8) SHARED VOTING POWER
:
NUMBER OF UNITS BENE- : None
FICIALLY OWNED BY EACH : (9) SOLE DISPOSITIVE POWER
REPORTING PERSON WITH :
: 14
: (10) SHARED DISPOSITIVE POWER
:
: None
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
14
(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
Page 22 of 40
<PAGE>
<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
(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- : 8,824,632
FICIALLY OWNED BY EACH : (9) SOLE DISPOSITIVE POWER
REPORTING PERSON WITH :
: None
: (10) SHARED DISPOSITIVE POWER
:
: 8,824,632
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
8,824,632
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
/ /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
3.3%
(14) TYPE OF REPORTING PERSON
PN
Page 23 of 40
<PAGE>
<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- : 29,230,871
FICIALLY OWNED BY EACH : (9) SOLE DISPOSITIVE POWER
REPORTING PERSON WITH :
: None
: (10) SHARED DISPOSITIVE POWER
:
: 29,230,871
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
29,230,871
(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
Page 24 of 40
<PAGE>
<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- : 32,968,852
FICIALLY OWNED BY EACH : (9) SOLE DISPOSITIVE POWER
REPORTING PERSON WITH :
: None
: (10) SHARED DISPOSITIVE POWER
:
: 32,968,852
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
32,968,852
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
/ /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
12.1%
(14) TYPE OF REPORTING PERSON
PN
Page 25 of 40
<PAGE>
<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- : 11,219,329
FICIALLY OWNED BY EACH : (9) SOLE DISPOSITIVE POWER
REPORTING PERSON WITH :
: None
: (10) SHARED DISPOSITIVE POWER
:
: 11,219,329
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
11,219,329
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
/ /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
4.1%
(14) TYPE OF REPORTING PERSON
OO
Page 26 of 40
<PAGE>
<PAGE>
(1) NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
BREA 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- : 32,968,852
FICIALLY OWNED BY EACH : (9) SOLE DISPOSITIVE POWER
REPORTING PERSON WITH :
: None
: (10) SHARED DISPOSITIVE POWER
:
: 32,968,852
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
32,968,852
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
/ /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
12.1%
(14) TYPE OF REPORTING PERSON
OO
Page 27 of 40
<PAGE>
<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- : 43,751,682
FICIALLY OWNED BY EACH : (9) SOLE DISPOSITIVE POWER
REPORTING PERSON WITH :
: None
: (10) SHARED DISPOSITIVE POWER
:
: 43,751,682
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
43,751,682
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
/ /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
16.1%
(14) TYPE OF REPORTING PERSON
IN
Page 28 of 40
<PAGE>
<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- : 43,751,682
FICIALLY OWNED BY EACH : (9) SOLE DISPOSITIVE POWER
REPORTING PERSON WITH :
: None
: (10) SHARED DISPOSITIVE POWER
:
: 43,751,682
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
43,751,682
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
/ /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
16.1%
(14) TYPE OF REPORTING PERSON
IN
Page 29 of 40
<PAGE>
<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
:
: 37,587,033
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
37,587,033
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
/ /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.8%
(14) TYPE OF REPORTING PERSON
IN
Page 30 of 40
<PAGE>
<PAGE>
(1) NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
John Ceriale
(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
:
: 27,078
: (8) SHARED VOTING POWER
:
NUMBER OF UNITS BENE- : 468,470
FICIALLY OWNED BY EACH : (9) SOLE DISPOSITIVE POWER
REPORTING PERSON WITH :
: 27,078
: (10) SHARED DISPOSITIVE POWER
:
: 468,470
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
495,548
(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
IN
Page 31 of 40
<PAGE>
<PAGE>
Item 1. Security and Issuer
This Statement on Schedule 13D relates to the Common Stock,
par value $.01 per share (the "Common Stock") of Host Marriott
Corporation, a Maryland corporation (the "Issuer"). The principal
executive offices of the Issuer are located at 10400 Fernwood Road,
Bethesda, Maryland 20817.
The Reporting Persons (as defined below in Item 2) do not own
any Common Stock as of the date of this filing. However, the Reporting
Persons presently have a contingent right to receive Common Stock upon
the exercise of the Reporting Persons' right to redeem, for cash, certain
Class A partnership units (the "OP Units") in Host Marriott, L.P. (the
"Operating Partnership"). The Reporting Persons will receive Common
Stock pursuant an exercise of such redemption of OP Units only if the
Issuer, which is the general partner of the Operating Partnership, elects
to assume the Operating Partnership's obligation to pay cash therefor by
issuing its Common Stock (presently, on a one-for-one basis) in lieu of
such cash to the redeeming Reporting Person. Such right to redeem OP
Units and related contingent right to receive Common Stock is exercisable
at the earliest on July 1, 1999 and is more fully described in the
Contribution Agreement and Partnership Agreement (each as defined below
in Item 6 and incorporated herein by reference).
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"); 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
Page 32 of 40
<PAGE>
<PAGE>
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"); Stephen A. Schwarzman ("Schwarzman");
John G. Schreiber ("Schreiber"); and John Ceriale ("Ceriale").
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, Schreiber
and Ceriale collectively are referred to herein as the "Reporting
Persons."
The principal business and office address of all the Reporting
Persons (except for Schreiber) 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, Illinois 60045.
Peterson and Schwarzman are United States citizens and are the
sole and founding members, and also 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. Schreiber is a limited partner in BREA and BREA II.
Schreiber is also a director of the Issuer.
Page 33 of 40
<PAGE>
<PAGE>
Ceriale is a United States citizen, and his present principal
occupation or employment is making real estate-related investments. He
is an employee and partner of affiliates of Blackstone Real Estate
Advisors L.P., which is an affiliate of TBG, and he is also a member with
sole beneficial ownership of CRRE.
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 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 Reporting Persons acquired the contingent right to receive
Common Stock together with the OP Units in consideration for certain
assets contributed by affiliates of the Reporting Persons to the
Operating Partnership (and the right to receive shares of Crestline
Capital Corporation and cash) pursuant to the Contribution Agreement and
Partnership Agreement. If and when a Reporting Person elects to redeem
OP Units and the Issuer elects to issue its Common Stock in lieu of a
distribution of cash by the Operating Partnership for the redeemed OP
Units, no other consideration, except for the redemption of OP Units,
will be given by the Reporting Persons.
Item 4. Purpose of Transaction.
The contingent right to receive Common Stock was acquired for
the purpose of investment and liquidity pursuant to the Contribution
Agreement. In addition, an affiliate of the Reporting Persons is
entitled under the Contribution Agreement to designate one person to be
nominated for election to the Board of Directors of the Issuer. Pursuant
to the exercise of such right of nomination, Schreiber was so nominated
and is a director of the Issuer.
(a) Although the Reporting Persons have no present intention
to do so, and subject to the restrictions contained in the Contribution
Agreement and the Partnership Agreement (incorporated herein by
reference), the Reporting Persons reserve the right to dispose of all or
part of the shares of Common Stock acquired by them or to make additional
purchases of or otherwise acquire beneficial ownership of additional
shares of Common Stock.
Page 34 of 40
<PAGE>
<PAGE>
(b)-(i) Except as described above, 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.
Item 5. Interest in Securities of the Issuer.
As of the date of this filing, the Reporting Persons own, in
the aggregate, 43,778,760 OP Units, of which (i) up to 50% of such OP
Units are redeemable (and at the Issuer's election, exchangeable for
Common Stock on a one-for-one basis) beginning on July 1, 1999, (ii) an
additional 25% of such OP Units may be redeemed (and at the Issuer's
election, exchangeable for Common Stock on a one-for-one basis) beginning
on October 1, 1999 and (iii) the remaining 25% of such OP Units may be
redeemed (and at the Issuer's election, exchangeable for Common Stock on
a one-for-one basis) beginning on January 1, 2000. Notwithstanding the
foregoing, this Item 5 discloses the aggregate number of Common Stock
(i.e., without giving effect to foregoing timetable) that the Reporting
Persons may be deemed to beneficially own due to their right to redeem OP
Units.
Pursuant to the Contribution Agreement, (i) 40,486,234 OP
Units were issued at $20.00 per Unit on December 30, 1999 and (ii) an
additional 3,292,526 OP Units were issued effective January 1, 1999 at a
price of $11.09 per share (which price was based upon the average closing
price of a share of Common Stock for the ten-day period ending on March
30, 1999).
As of the date of this filing, BRE II, BREH II, BRE II TE 1,
BRE II TE 2, BRE II TE 3, BRE II TE 4 and BRE II TE 5 may be deemed to
beneficially own 13,315,506 (or approximately 4.9% of the outstanding
shares of Common Stock; all percentages herein are as of May 5, 1999,
based upon best available information as of the date hereof), 3,737,981
(1.4%), 11,204,854 (4.1%), 484,448 (0.2%), 2,303,484 (0.9%), 468,555
(0.2%) and 985,554 (0.4%) shares of Common Stock, 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 4,356,783 (1.6%),
285,679 (0.1%), 2,771,544 (1.0%), 87,134 (less than 0.1%), 454,392
(0.2%), 49,873 (less than 0.1%), 87,732 (less than 0.1%) and 2,394,697
(0.9%) shares of Common Stock, respectively. As of the date of this
filing, CRRE, Logan, Cambridge, Ceriale and RTZ may be deemed to
beneficially own 27,078 (less than 0.1%), 31,957 (less than 0.1%),
263,025 (0.1%), 468,470 (0.2%) and 14 (less than 0.1%) shares of Common
Stock, respectively.
Such shares of Common Stock represent, in the aggregate,
43,778,760 shares of Common Stock, or approximately 16.1% of the total
number of shares of Common Stock outstanding as of May 5, 1999. 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, has 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
Page 35 of 40
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mentioned shares of Common Stock 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 the 263,025 (0.1%) shares of
Common Stock 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 the shared 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 shares of Common Stock beneficially
owned by Cambridge.
In addition, by reason of their status as members of Ceriale,
BRE I, BRE Two, BRE Three, BRE IV, BRECP, BRECP II, BOC, BREH, BRE II,
BREH II, BRE II TE 1, BRE II TE 2, BRE II TE 3, BRE II TE 4, BRE II TE 5
and CRRE may be deemed to beneficially own the 468,470 (0.2%) shares of
Common Stock beneficially owned by Ceriale. As of the date of this
filing, BRE I, BRE Two, BRE Three, BRE IV, BRECP, BRECP II, BOC, BREH,
BRE II, BREH II, BRE II TE 1, BRE II TE 2, BRE II TE 3, BRE II TE 4, BRE
II TE 5 and CRRE have the shared 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 shares of
Common Stock beneficially owned by Ceriale.
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 shares of Common Stock 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
8,824,632 (3.3%) shares of Common Stock.
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 shares of Common Stock 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 29,230,871 (10.8%) shares of Common Stock.
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 shares of
Common Stock 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 37,587,033 (13.8%) shares
of Common Stock which may be deemed to be beneficially owned by BREA and
BREA II.
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
Page 36 of 40
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<PAGE>
dispose or direct the disposition of the shares of Common Stock 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 11,219,329 (4.1%) shares of Common Stock.
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 shares of Common Stock 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 32,968,852 (12.1%) shares
of Common Stock.
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 shares of Common Stock 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 32,968,852 (12.1%) shares
of Common Stock.
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 shares of
Common Stock 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 power) and, accordingly, may be
deemed to beneficially own 43,751,682 (16.1%) shares of Common Stock.
By reason of his status as a member with sole beneficial
ownership of CRRE, Ceriale may be deemed to beneficially own, in the
aggregate, the 495,548 (0.2%) shares of Common Stock beneficially owned
by CRRE. As of the date of this filing, Ceriale has the sole and shared
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 shares of Common Stock beneficially owned
by CRRE.
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 shares of Common Stock,
except as otherwise 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.
Page 37 of 40
<PAGE>
<PAGE>
Contribution Agreement. Pursuant to the Contribution
Agreement, the Reporting Persons have agreed that the OP Units owned by
the Reporting Persons (and their permitted transferees) are redeemable
for cash or (at the election of the Issuer) shares of Common Stock (on a
one-for-one basis) only as follows: (i) up to 50% of the OP Units may be
redeemed beginning July 1, 1999, (ii) an additional 25% of the OP Units
may be redeemed beginning October 1, 1999 and (iii) the remaining 25% of
the OP Units may be redeemed beginning January 1, 2000. Pursuant to a
Registration Rights Agreement, dated December 30, 1998, with the Issuer,
the Reporting Persons (and their permitted transferees), upon conversion
of the OP Units into shares of Common Stock, are entitled to certain
registration rights.
Under the Contribution Agreement, the Issuer and Operating
Partnership 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 the Issuer shall cause such person, to be included in the
slate of directors nominated for election to the Board of Directors of
the Issuer.
The Contribution Agreement also contains standstill provisions
which prohibit certain activities of the Reporting Persons with respect
to the Issuer and the Operating Partnership. Such provisions provide
that (except as permitted under the Contribution Agreement or if
previously authorized by the Issuer) 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 Common Stock or OP Units, the Contributors and BRE
Acquisitions will not, and will use their best efforts to cause their
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 the Operating Partnership or
so as to violate the articles of incorporation of the Issuer or the
Partnership Agreement, (B) sell or otherwise dispose of any voting
securities of the Issuer or the Operating Partnership in violation of the
articles of incorporation of the Issuer or the Partnership Agreement, (C)
solicit proxies in opposition to a recommendation of the Board of
Directors of the Issuer, (D) propose any merger, tender or exchange offer
or similar transaction involving the Issuer or acquire a material portion
of the assets of the Issuer or (E) seek to appoint, elect or remove any
member of the Board of Directors of the Issuer or make any public
statements proposing or suggesting any change in the Board of Directors
or management of the Issuer.
The description of the Contribution Agreement set forth herein
is a summary thereof, and is qualified in its entirety by reference to
Page 38 of 40
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<PAGE>
the complete text thereof filed as Exhibit 3-5 hereto, which is
incorporated herein by reference.
Partnership Agreement. The Second Amended and Restated
Agreement of Limited Partnership of the Operating Partnership (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, 1998, contains provisions pertaining to,
among other things, capital contributions, distributions, allocations,
management and operations of the Operating Partnership'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 OP 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 Common Stock for each OP
Unit redeemed; provided, however, that the Issuer 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 equal to the number of OP Units
redeemed by the Reporting Persons.
The Partnership Agreement provides further that, unless
pursuant to an exception granted by the Issuer, 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, the Issuer 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.
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 the 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.
Page 39 of 40
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Item 7. Material to be filed as Exhibits.
INDEX OF EXHIBITS
Description
Exhibit 1 Joint Filing Agreement and Power of Attorney dated as of May
13, 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
the Issuer, the Operating Partnership, 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.
Page 40 of 40
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<PAGE>
SIGNATURES
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: May 13, 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.
BLACKSTONE REAL ESTATE HOLDINGS L.P.
BLACKSTONE REAL ESTATE PARTNERS II L.P.
BLACKSTONE REAL ESTATE HOLDINGS 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.
CR/RE L.L.C.
BRE LOGAN HOTEL INC.
BRE/CAMBRIDGE L.L.C.
BRE/CERIALE L.L.C.
RTZ MANAGEMENT CORP.
BLACKSTONE REAL ESTATE ASSOCIATES L.P.
BLACKSTONE REAL ESTATE ASSOCIATES II L.P.
Page 41 of 40
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<PAGE>
BLACKSTONE REAL ESTATE MANAGEMENT
ASSOCIATES II L.P.
BREA L.L.C.
BREA II L.L.C.
PETER G. PETERSON
STEPHEN A. SCHWARZMAN
JOHN G. SCHREIBER
JOHN CERIALE
By: /s/ Gary M. Sumers
-----------------------
Name: Gary M. Sumers
Title: Attorney-in-fact
Page 42 of 40
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<PAGE>
INDEX OF EXHIBITS
Description
Exhibit 1 Joint Filing Agreement and Power of Attorney dated as of May 13,
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
the Issuer, the Operating Partnership, 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.
Page 43 of 40
Exhibit 1 to
Schedule 13D
JOINT FILING AGREEMENT AND POWER OF ATTORNEY
We, all the signatories of the statement on Schedule 13D relating
to the shares of Common Stock of the Issuer 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: May 13, 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
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.
<PAGE>
<PAGE>
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: /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
BLACKSTONE REAL ESTATE ASSOCIATES L.P.
By: BREA L.L.C., General Partner
By: /s/ Stephen A. Schwarzman
----------------------------
Name: Stephen A. Schwarzman
Title: Member
-2-
<PAGE>
<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: /s/ 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: /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/ Stephen A. Schwarzman
----------------------------
Stephen A. Schwarzman
/s/ Peter G. Peterson
----------------------------
Peter G. Peterson
/s/ John G. Schreiber
----------------------------
John G. Schreiber
/s/ John Ceriale
----------------------------
John Ceriale
-3-<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
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
BRE/CAMBRIDGE L.L.C.
By: /s/ William J. Stein
------------------------
Name: William J. Stein
Title: Vice President
-4-
